The rules are proposed for amendment to update references to incorporated material. The Office of Financial Regulation proposes to consolidate all material incorporated by reference in Chapter 69W, F.A.C. into a new proposed rule 69W-200.002, F.A.C. ...

 

DEPARTMENT OF FINANCIAL SERVICES

Securities

RULE NOS.:RULE TITLES:

69W-500.005Disclosure Requirements of Section 517.061(11)(a)3., F.S.

69W-500.008Unsolicited Purchase or Sale of Securities Pursuant to Section 517.061(13), F.S.

69W-500.012Exemption/Charitable Contributions to Pooled Income Funds

69W-500.015Exemption for Offers and Sales of Securities of Foreign Issuers to Non-U.S. Persons in Offshore Transactions

69W-500.016Exemption for Issuers of Section 4(2) Offerings

69W-500.017Compensatory Benefit Plan Exemption

PURPOSE AND EFFECT: The rules are proposed for amendment to update references to incorporated material. The Office of Financial Regulation proposes to consolidate all material incorporated by reference in Chapter 69W, F.A.C. into a new proposed Rule 69W-200.002, F.A.C. that conforms with Section 120.54(1)(i), F.S. The proposed amendments would reference Rule 69W-200.002, F.A.C., where the material can be accessed via the FAR. Rule 69W-500.016, F.A.C., is also amended to update a cross-reference due to a numbering change in a federal statute.

SUMMARY: See above.

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: 1) No requirement for a SERC was triggered under Section 120.541(1); and 2) The amendments will not exceed any one of the economic analysis criteria in a SERC, as set forth in Section 120.541(2)(a), F.S.

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), 517.1215(2), 517.1217 FS.

LAW IMPLEMENTED: 517.061(11), 517.061(13), 517.061(19) 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: John Kim, Division of Securities, [phone], [e-mail]

 

THE FULL TEXT OF THE PROPOSED RULE IS:

 

69W-500.005 Disclosure Requirements of Section 517.061(11)(a)3., F.S.

(1) through (5) No change.

(6) In the case of an issuer that is subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. §78m, 78o(d)), the provisions of paragraph (5)(b) of this rule shall be deemed satisfied by providing the following:

(a) The information contained in the annual report required to be filed under the Securities Exchange Act of 1934 or a registration statement on Form S-1 under the Securities Act of 1933, whichever filing is the most recent required to be filed, and the information contained in any definitive proxy statement required to be filed pursuant to section 14 of the Securities Exchange Act of 1934 (15 U.S.C. § 78n) and in any reports or documents required to be filed by the issuer pursuant to section 13(a) (15 U.S.C. § 78m(a)) or 15(d) (15 U.S.C. § 78o(d))  of the Securities Exchange Act of 1934, since the filing of such annual report or registration statement; and

(b) No change.

(7) No change.

Specific Authority 517.03(1) FS. Law Implemented 517.061(11) FS. History–New 12-5-79, Amended 9-20-82, Formerly 3E-500.05, Amended 10-14-90, 7-31-91, Formerly 3E-500.005, Amended________.

 

69W-500.008 Unsolicited Purchase or Sale of Securities Pursuant to Section 517.061(13), F.S.

(1) For purposes of Section 517.061(13), F.S., the offer or sale of securities in a transaction meeting the requirements of SEC Rule 144 (17 C.F.R. § 230.144), which is incorporated by reference in Rule 69W-200.002, F.A.C. (17 C.F.R. § 230.144 (2009)), which is hereby incorporated by reference, shall be deemed an unsolicited purchase or sale of securities on order of and as agent for another. Copies of the Code of Federal Regulation are available online through the U.S. Government Printing Office via GPO Access: http://www.gpoaccess.gov/cfr/retrieve.html.

(2) through (3) No change.

Rulemaking Authority 517.03(1) FS. Law Implemented 517.061(13) FS. History–New 12-5-79, Amended 9-20-82, Formerly 3E-500.08, Amended 10-14-90, Formerly 3E-500.008, Amended 9-30-10,________.

 

69W-500.012 Exemption/Charitable Contributions to Pooled Income Funds.

(1) Transactions involving the offer and sale of certificates of interest or participation in pooled income funds operated, maintained and controlled by, and for the ultimate benefit of, charitable corporations as described in Section 517.051(9), F.S., are hereby exempted from the registration provisions of Section 517.07, F.S., provided such certificates or participation interests and the issuers, promoters or sponsors of such fund meet and comply with the following criteria:

(a) That the fund qualifies as a recipient of tax deductible contributions under section 642(c)(5) of the Internal Revenue Code of 1954 (26 U.S.C. § 642(c)(5)), which is incorporated by reference in Rule 69W-200.002, F.A.C.;

(b) through (c) No change.

(2) No change.

Rulemaking Authority 517.03(1) FS. Law Implemented 517.061(19) FS. History–New 2-28-83, Formerly 3E-500.12, 3E-500.012, Amended________.

 

69W-500.015 Exemption for Offers and Sales of Securities of Foreign Issuers to Non-U.S. Persons in Offshore Transactions.

(1) Any offer or sale of securities of a foreign issuer made to a person, other than a U.S. person, in an offshore transaction that is exempt from registration pursuant to Regulation S (17 C.F.R. §§ 230.901 through 230.905 (2009)), which is incorporated by reference in Rule 69W-200.002, F.A.C., is hereby exempted from the registration requirements of Section 517.07, F.S.

(2) For purposes of this rule, the terms “foreign issuer,” “offshore transaction,” and “U.S. person” shall have the meanings prescribed in rule 902 of Regulation S  (17 C.F.R. § 230.902) (17 C.F.R. § 230.902 (2009)).

(3) The federal regulations referenced in this rule are hereby incorporated by reference. Copies of the Code of Federal Regulation are available online through the U.S. Government Printing Office via GPO Access: http://www.gpoaccess.gov/ cfr/retrieve.html.

Rulemaking Authority 517.03(1), 517.061(19) FS. Law Implemented 517.061(19) FS. History–New 7-30-98, Formerly 3E-500.015, Amended 9-30-10,________.

 

69W-500.016 Exemption for Issuers of Section 4(a)(2) 4(2) Offerings.

Securities offered or sold in a transaction exempt under a rule or regulation issued by the Securities and Exchange Commission under Section 4(a)(2) 4(2) of the Securities Act of 1933 (15 U.S.C. § 77d(a)(2)) (15 U.S.C. § 77d(2) (2006 & Supp. II)), are hereby exempted from the filing requirements of Section 517.07, F.S. An issuer of such securities and each of its bona fide employees who satisfy the criteria set forth in Section 517.021(6)(b)6., F.S., and through whom the issuer elects to sell such securities, shall be exempted from the registration requirements of Section 517.12(1), F.S. The federal statute cited in this rule is hereby incorporated by reference. Copies of the United States Code are available online through the U.S. House of Representatives, Office of the Law Revision Counsel: http://uscode.house.gov/download/downloadPDF.shtml.

Rulemaking Authority 517.03(1), 517.061(19) FS. Law Implemented 517.061(19) FS. History–New 1-1-02, Formerly 3E-500.016, Amended 9-30-10,________.

 

69W-500.017 Compensatory Benefit Plan Exemption.

(1) Transactions involving the offer or sale of a security pursuant to a written compensatory benefit plan (or a written compensation contract) or similar plan established by the issuer, its parent, its majority-owned subsidiaries or majority-owned subsidiaries of the issuer’s parent, for the participation of their employees, directors, general partners, trustees, officers, or consultants and advisors, and their family members who acquire such securities from such persons through gifts or domestic relations orders, are exempt from the registration provisions of Section 517.07, F.S., if:

(a) The sale of the security meets all of the requirements of SEC Rule 701 (17 C.F.R. 230.701), which is incorporated by reference in Rule 69W-200.002, F.A.C. (17 C.F.R. 230.701 (2009));

(b) The security is sold pursuant to a plan of a type exempt under section 3(a) of the Securities Act of 1933 (15 U.S.C. § 77c(a)), which is incorporated by reference in Rule 69W-200.002, F.A.C.; or

(c) The security is effectively registered under sections 6 to 8 of the Securities Act of 1933, (15 U.S.C. §§ 77f through h) 15 U.S.C. §§ 77f through h (2006 & Supp. II), and is offered and sold in compliance with the provisions of section 5 of the Securities Act of 1933, (15 U.S.C. § 77e), which are incorporated by reference in Rule 69W-200.002, F.A.C. 15 U.S.C. § 77e (2006 & Supp. II).

(2) For the purposes of this rule, the terms “compensatory benefit plan” and “family member,” shall have the same meanings as defined in SEC Rule 701 (17 C.F.R. § 230.701) (17 C.F.R. § 230.701 (2009)).

(3) through (4) No change.

(5) The federal statutes and regulations referenced in this rule are hereby incorporated by reference. Copies of the United States Code are available online through the U.S. House of Representatives, Office of the Law Revision Counsel: http://uscode.house.gov/ download/downloadPDF.shtml. Copies of the Code of Federal Regulation are available online through the U.S. Government Printing Office via GPO Access: http://www.gpoaccess.gov/cfr/retrieve.html.

Rulemaking Authority 517.03(1), 517.061(19) FS. Law Implemented 517.061(19) FS. History–New 11-25-01, Formerly 3E-500.017, Amended 9-30-10,________.

 

NAME OF PERSON ORIGINATING PROPOSED RULE: Pamela Epting, Director, Division of Securities

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

DATE PROPOSED RULE APPROVED BY AGENCY HEAD: May 13, 2014

DATE NOTICE OF PROPOSED RULE DEVELOPMENT PUBLISHED IN FAR: April 15, 2014