Rule 69W-800.001, F.A.C., is amended to reflect the latest versions of federal regulations referenced in the rule, clarify the appropriate forms that must be filed for notification registrations and shelf filings, and reference the latest versions ...

DEPARTMENT OF FINANCIAL SERVICES
Securities

Rule No.: RULE TITLE
69W-800.001: Filing - Notification Registration Including Shelf Filings
69W-800.003: Effective Registration
69W-800.004: Circulation of Preliminary Prospectus
PURPOSE AND EFFECT: Rule 69W-800.001, F.A.C., is amended to reflect the latest versions of federal regulations referenced in the rule, clarify the appropriate forms that must be filed for notification registrations and shelf filings, and reference the latest versions of forms. Rule 69W-800.003, F.A.C., is amended to clarify the registration process. The proposed amendments to Rule 69W-800.003, F.A.C., reference Rule 69W-300.002, F.A.C., which is being amended to require the electronic filing of registration documents and fees through the Office's Regulatory Enforcement and Licensing System. Rule 69W-800.004, F.A.C., is amended to reflect the latest version of the Notification Registration form.
SUMMARY: Rule 69W-800.001, F.A.C., is amended to reflect the latest versions of federal regulations referenced in the rule, clarify the appropriate forms that must be filed for notification registrations and shelf filings, and reference the latest versions of forms. Rule 69W-800.003, F.A.C., is amended to clarify the registration process. The proposed amendments to Rule 69W-800.003, F.A.C., reference Rule 69W-300.002, F.A.C., which is being amended to require the electronic filing of registration documents and fees through the Office’s Regulatory Enforcement and Licensing System. Rule 69W-800.004, F.A.C., is amended to reflect the latest version of the Notification Registration form.
SUMMARY OF STATEMENT OF ESTIMATED REGULATORY COSTS: No Statement of Estimated Regulatory Cost was prepared. The Office has determined that the proposed amendments will not have an adverse impact on small businesses.
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.
SPECIFIC 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 FAW.
THE PERSON TO BE CONTACTED REGARDING THE PROPOSED RULE IS: Pam Epting, Chief, Bureau of Regulatory Review, Division of Securities, Office of Financial Regulation, The Fletcher Building, 200 East Gaines Street, Tallahassee, Florida 32399-0375, [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), Florida Statutes, shall be filed on OFR FORM-S-3-91, Notification Registration (Revised 1-91), and Form U-1, Uniform Application to Register Securities (Effective 10/97), which are hereby incorporated by reference in subsection 69W-301.002(7), F.A.C. The application shall include:

(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;

(b) An irrevocable written Uniform Consent to Service of Process, Form U-2 or Form OFR-S-5-91 and Uniform Corporate Resolution, Form U-2A or Form OFR-S-6-91, which are incorporated by reference in subsection 69W-301.002(7), F.A.C., as described in Section 517.101, Florida Statutes. 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, Florida Statutes;

(d) One (1) copy of the final pricing amendment/final prospectus as per the effective registration date with the Securities and Exchange Commission, except for Shelf Registration offerings to be made on a delayed or continuous basis pursuant to SEC Rule 415 (17 C.F.R. § 230.415 (2010)), which is incorporated by reference and may be obtained by mail from the Florida Office of Financial Regulation, Division of Securities, 200 E. Gaines Street, Tallahassee, Florida 32399; and

(e) No change.

(2) through (6) No change.

(7) The forms adopted by the Office of Financial Regulation for registration under this section are as follows:

(a) OFR FORM-S-3-91, Notification Registration (Revised 1-91).

(b) Form U-1, Uniform Application to Register Securities (effective 10/97).

(c) Form U-2, Uniform Consent to Service of Process and Form U-2A, Uniform Corporate Resolution (effective 10-1-96).

(d) OFR-S-5-91, Uniform Consent to Service of Process (Revised 1-91).

(e) OFR-S-6-91, Corporate Resolution (Revised 1-91).

Rulemaking Specific 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________.

 

69W-800.003 Effective Registration.

(1) No change.

(2) A registration under Section 517.082, F.S., shall be filed in accordance with subsection 69W-301.002(2), F.A.C. The Office of Financial Regulation shall deem an application to be officially received at such time as it has been date stamped by the cashier’s office of the Office of Financial Regulation accompanied by the required fee or upon acceptance by the Securities Registration Depository (SRD) and notice by SRD to this state of such filing.

(3) No change.

Rulemaking Specific Authority 517.03(1) FS. Law Implemented 120.53(1)(a), (b), 517.051(11), 517.082 FS. History–New 10-15-86, Amended 11-14-93, 10-1-96, Formerly 3E-800.003, Amended_______.

 

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 the Notification Registration (OFR FORM-S-3-91) (Revised 1-91), 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, Florida Statutes.

Rulemaking Specific 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________.

NAME OF PERSON ORIGINATING PROPOSED RULE: Pam Epting, Chief, Bureau of Regulatory Review, Division of Securities, Office of Financial Regulation, The Fletcher Building, 200 East Gaines Street, Tallahassee, Florida 32399-0375, [phone], [e-mail]
NAME OF AGENCY HEAD WHO APPROVED THE PROPOSED RULE: Financial Services Commission
DATE PROPOSED RULE APPROVED BY AGENCY HEAD: July 29, 2010
DATE NOTICE OF PROPOSED RULE DEVELOPMENT PUBLISHED IN FAW: December 24, 2009