The purpose and effect is to amend Rules 69W-800.001 and 69W-800.004, F.A.C., to incorporate by reference the current versions of forms and to make the same available for public access through electronic hyperlink. Rule 69W-800.001 is further ...

 

DEPARTMENT OF FINANCIAL SERVICES

Securities

RULE NOS.:RULE TITLES:

69W-800.001Filing - Notification Registration Including Shelf Filings

69W-800.003Effective Registration

69W-800.004Circulation of Preliminary Prospectus

PURPOSE AND EFFECT: The purpose and effect is to amend Rules 69W-800.001 and 69W-800.004, F.A.C., to incorporate by reference the current versions of forms and to make the same available for public access through electronic hyperlink. Rule 69W-800.001 is further amended to incorporate relevant provisions of Rules 69W-800.003, and 69W-301.002, F.A.C. Rule 69W-800.003, F.A.C., is repealed. Additionally, the proposed amended rules delete references to obsolete forms.

SUMMARY: The proposed amended rules delete reference to Rule 69W-301.002, F.A.C., and incorporate by reference and provide public access through hyperlinks to the current versions of the following forms: Form U-1, Uniform Application to Register Securities (9/16); and Form U-2, Uniform Consent to Service of Process, (6/2016). Form OFR-S-5-91, Uniform Consent to Service of Process, Effective 11/22/10; Form U-2A, Uniform Corporate Resolution (6/2016); Form OFR-S-6-91, Corporate Resolution, Effective 11/22/10; and Form OFR-S-3-91, Notification Registration Form, Effective 11/22/10 are deleted as these forms are duplicative of the current versions of the forms these rules are amended to incorporate. Additionally, proposed amended Rule 69W-800.001, F.A.C., directs applicants to file registrations through the Regulatory Enforcement and Licensing (REAL) System on the Office’s website. Rule 69W-800.003, F.A.C., is repealed.

SUMMARY OF STATEMENT OF ESTIMATED REGULATORY COSTS AND LEGISLATIVE RATIFICATION:

The Agency has determined that this will not have an adverse impact on small business or likely increase directly or indirectly regulatory costs in excess of $200,000 in the aggregate within one year after the implementation of the rule. A SERC has not been prepared by the Agency.

The Agency has determined that the proposed rule is not expected to require legislative ratification based on the statement of estimated regulatory costs or if no SERC is required, the information expressly relied upon and described herein: The Agency expressly relies on an analysis of potential economic impact conducted by persons with subject matter knowledge of this rule.

Any person who wishes to provide information regarding a statement of estimated regulatory costs, or provide a proposal for a lower cost regulatory alternative must do so in writing within 21 days of this notice.

RULEMAKING AUTHORITY: 517.03(1) FS.

LAW IMPLEMENTED: 517.082 FS.

IF REQUESTED WITHIN 21 DAYS OF THE DATE OF THIS NOTICE, A HEARING WILL BE SCHEDULED AND ANNOUNCED IN THE FAR.

THE PERSON TO BE CONTACTED REGARDING THE PROPOSED RULE IS: Ryann White, Division of Securities, [phone], [e-mail]

 

THE FULL TEXT OF THE PROPOSED RULE IS:

 

69W-800.001 Filing – Notification Registration Including Shelf Filings.

(1) An application for Notification Registration or a shelf filing not in conflict with the provisions of section 517.082(3), F.S., shall file the Uniform Application to Register Securities (Form U-1) electronically on the Office of Financial Regulation (Office) website at https://real.flofr.com through the Regulatory Enforcement and Licensing (REAL) System. The application shall include all information required by such form and payment of the statutory fees, as required by section 517.082, F.S. Exhibits which are required may not be incorporated by reference to previous filings. shall be filed on Form OFR-S-3-91, Notification Registration, and Form U-1, Uniform Application to Register Securities, which are hereby incorporated by reference in subsection 69W-301.002(7), F.A.C. The application shall include:

(a) Form U-1, Uniform Application to Register Securities (09/16), which is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-XXXXX;

(b)(a) One (1) copy of the initial registration statement as filed with the United States Securities and Exchange Commission unless effective upon filing with the Office of Financial Regulation;

(c)(b)  Form U-2, An irrevocable written Uniform Consent to Service of Process (09/16), Form U-2 or Form OFR-S-5-91 and Uniform Corporate Resolution, Form U-2A or Form OFR-S-6-91, which is hereby are incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-XXXXX; in subsection 69W-301.002(7), F.A.C., as described in section 517.101, F.S. It shall be the choice of the applicant to file either the Form U-2 or the Form OFR-S-5-91, either of which are acceptable to the office. It shall also be the choice of the applicant to file either the Form U-2A or Form OFR-S-6-91;

(c) Payment of the statutory fee as required in section 517.082, F.S.;

(d) through (e) No change.

(2) A registration under section 517.082, F.S., becomes effective when the federal registration becomes effective or as of the date the application is filed with the Office of Financial Regulation, whichever is later. Sales may be made in this state upon effectiveness without written confirmation by the Office of Financial Regulation. (2) Exhibits which are required may not be incorporated by reference to previous filings.

(3) No change.

(4) A copy of the SEC “Notice of Effectiveness” Electronic notification of effective registration with the SEC shall be filed within ten (10) business days from the date federal registration is granted if such registration was pending with the SEC at the time the notification application was filed.

(5) through (6) No change.

Rulemaking Authority 517.03(1) FS. Law Implemented 517.082 FS. History–New 10-15-86, Amended 12-8-87, 7-31-91, 10-1-96, 10-20-97, Formerly 3E-800.001, Amended 11-22-10, 10-29-12, 9-22-14,              .

 

69W-800.003 Effective Registration.

Rulemaking Authority 517.03(1) FS. Law Implemented 517.082 FS. History–New 10-15-86, Amended 11-14-93, 10-1-96, Formerly 3E-800.003, Amended 11-22-10, Repealed               .

 

69W-800.004 Circulation of Preliminary Prospectus.

A preliminary prospectus if designated as such may be used by dealers registered with the Office of Financial Regulation, provided that Form U-1, Uniform Application to Register Securities (09/16), which is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-XXXXX, the Notification Registration (Form OFR-S-3-91), which is incorporated by reference in subsection 69W-301.002(7), F.A.C., has been filed with the Office of Financial Regulation and each purchaser of securities is provided not later than the time of the sale of securities with the offering circular contained in the definitive registration statement effective under the Securities Act of 1933 as referenced in section 517.082, F.S.

Rulemaking Authority 517.03(1) FS. Law Implemented 517.082 FS. History–New 10-15-86, Amended 12-8-87, 7-31-91, 10-1-96, 10-20-97, Formerly 3E-800.004, Amended 11-22-10,         .

 

NAME OF PERSON ORIGINATING PROPOSED RULE: Alisa G. Goldberg, Acting Director, Division of Securities

NAME OF AGENCY HEAD WHO APPROVED THE PROPOSED RULE: Financial Services Commission

DATE PROPOSED RULE APPROVED BY AGENCY HEAD: July 25, 2019

DATE NOTICE OF PROPOSED RULE DEVELOPMENT PUBLISHED IN FAR: June 20, 2019