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4 | - | An Act | |
5 | - | ENROLLED SENATE | |
29 | + | HOUSE OF REPRESENTATIVES - FLOOR VERSION | |
30 | + | ||
31 | + | STATE OF OKLAHOMA | |
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33 | + | 1st Session of the 58th Legislature (2021) | |
34 | + | ||
35 | + | ENGROSSED SENATE | |
6 | 36 | BILL NO. 568 By: Montgomery of the Senate | |
7 | 37 | ||
8 | 38 | and | |
9 | 39 | ||
10 | 40 | Hilbert of the House | |
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15 | 47 | An Act relating to securities; amending 71 O.S. 2011, | |
16 | 48 | Section 1-202, which relates to exempt transactions; | |
17 | 49 | modifying statutory references; exempting certain | |
18 | 50 | securities offerings; requiring certain federal | |
19 | 51 | exemption for intrastate offerings; limiting certain | |
20 | 52 | aggregate amount; setting value amount per person; | |
21 | 53 | excepting certain invertors from stated value amount; | |
22 | 54 | prohibiting renumeration to nonregistered broker - | |
23 | 55 | dealers; requiring purchases for investment; | |
24 | 56 | directing distribution of a disclosure document; | |
25 | 57 | providing for certain notice to be filed within | |
26 | 58 | certain time; requiring quarterly and fiscal year -end | |
27 | 59 | reports; stating content to certain reports; | |
28 | 60 | providing for escrow accounts for certain purpose; | |
29 | 61 | directing use of escrow funds; prohibiting offering | |
30 | 62 | of securities under certain conditions; stating | |
31 | 63 | conditions; prohibiting certain acts within certain | |
32 | 64 | time of offering; construing general solicitation and | |
33 | 65 | advertising; authorizing the Administrator to further | |
34 | 66 | condition the exemption; directing rules be | |
35 | 67 | promulgated within certain time; providing for | |
36 | 68 | noncodification; and declaring an emergency . | |
37 | 69 | ||
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40 | 72 | ||
41 | - | SUBJECT: Securities | |
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43 | 103 | BE IT ENACTED BY THE PEOPLE OF THE STATE OF OKLAHOMA: | |
44 | - | ||
45 | 104 | SECTION 1. AMENDATORY 71 O.S. 2011, Section 1-202, is | |
46 | 105 | amended to read as follows: | |
47 | - | ||
48 | - | ENR. S. B. NO. 568 Page 2 | |
49 | - | ||
50 | 106 | Section 1-202. The following transactions are exempt from the | |
51 | 107 | requirements of Sections 10 and 32 of this act 1-301 and 1-504 of | |
52 | 108 | the Oklahoma Uniform Securities Act of 2004 : | |
53 | - | ||
54 | 109 | 1. An isolated nonissuer transaction, whether or not effected | |
55 | 110 | by or through a broker -dealer or not; | |
56 | - | ||
57 | 111 | 2. A nonissuer transaction by or through a brok er-dealer | |
58 | 112 | registered, or exempt from registration under this act the Oklahoma | |
59 | 113 | Uniform Securities Act of 2004 , and a resale transaction by a | |
60 | 114 | sponsor of a unit investment trust registered under the Investment | |
61 | 115 | Company Act of 1940, in a security of a class tha t has been | |
62 | 116 | outstanding in the hands of the public for at least ninety (90) | |
63 | 117 | days, if, at the date of the transaction: | |
64 | - | ||
65 | 118 | a. the issuer of the security is engaged in business, the | |
66 | 119 | issuer is not in the organizational stage or in | |
67 | 120 | bankruptcy or receivership, and t he issuer is not a | |
68 | 121 | blank check, blind pool, or shell company that has no | |
69 | 122 | specific business plan or purpose or has indicated | |
70 | 123 | that its primary business plan is to engage in a | |
71 | 124 | merger or combination of the business with, or an | |
72 | 125 | acquisition of, an unidentified p erson, | |
73 | 126 | ||
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74 | 153 | b. the security is sold at a price reasonably related to | |
75 | 154 | its current market price, | |
76 | - | ||
77 | 155 | c. the security does not constitute the whole or part of | |
78 | 156 | an unsold allotment to, or a subscription or | |
79 | 157 | participation by, the broker -dealer as an underwriter | |
80 | 158 | of the security or a redistribution, and | |
81 | - | ||
82 | 159 | d. a nationally recognized securities manual or its | |
83 | 160 | electronic equivalent designated by rule adopted or | |
84 | 161 | order issued under this act or a record filed with the | |
85 | 162 | Securities and Exchange Commission that is publicly | |
86 | 163 | available contains: | |
87 | - | ||
88 | 164 | (1) a description of the business and operations of | |
89 | 165 | the issuer, | |
90 | - | ||
91 | - | ||
92 | - | ENR. S. B. NO. 568 Page 3 | |
93 | 166 | (2) the names of the issuer ’s executive officers and | |
94 | 167 | the names of the issuer ’s directors, if any, | |
95 | - | ||
96 | 168 | (3) an audited balance sheet of the issuer as of a | |
97 | 169 | date within eighteen (18) months befo re the date | |
98 | 170 | of the transaction or, in the case of a | |
99 | 171 | reorganization or merger when the parties to the | |
100 | 172 | reorganization or merger each had an audited | |
101 | 173 | balance sheet, a pro forma balance sheet for the | |
102 | 174 | combined organization, and | |
103 | - | ||
104 | 175 | (4) an audited income statement fo r each of the | |
105 | 176 | issuer’s two (2) immediately previous fiscal | |
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106 | 204 | years or for the period of existence of the | |
107 | 205 | issuer, whichever is shorter, or, in the case of | |
108 | 206 | a reorganization or merger when each party to the | |
109 | 207 | reorganization or merger had audited income | |
110 | 208 | statements, a pro forma income statement, or | |
111 | - | ||
112 | 209 | e. the issuer of the security has a class of equity | |
113 | 210 | securities listed on a national securities exchange | |
114 | 211 | registered under the Securities Exchange Act of 1934 | |
115 | 212 | or designated for trading on the National Association | |
116 | 213 | of Securities Dealers Automated Quotation System, | |
117 | 214 | unless the issuer of the security is a unit investment | |
118 | 215 | trust registered under the Investment Company Act of | |
119 | 216 | 1940; or the issuer of the security, including its | |
120 | 217 | predecessors, has been engaged in continuous business | |
121 | 218 | for at least three (3) years; or the issuer of the | |
122 | 219 | security has total assets of at least Two Million | |
123 | 220 | Dollars ($2,000,000.00) based on an audited balance | |
124 | 221 | sheet as of a date within eighteen (18) months before | |
125 | 222 | the date of the transaction or, in the case of a | |
126 | 223 | reorganization or merger when the parties to the | |
127 | 224 | reorganization or merger each had the audited balance | |
128 | 225 | sheet, a pro forma balance sheet for the combined | |
129 | 226 | organization; | |
130 | 227 | ||
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131 | 254 | 3. A nonissuer transaction by or through a broker -dealer | |
132 | 255 | registered or exempt from registra tion under this act in a security | |
133 | 256 | of a foreign issuer that is a margin security defined in regulations | |
134 | - | ||
135 | - | ENR. S. B. NO. 568 Page 4 | |
136 | 257 | or rules adopted by the Board of Governors of the Federal Reserve | |
137 | 258 | System; | |
138 | - | ||
139 | 259 | 4. A nonissuer transaction by or through a broker -dealer | |
140 | 260 | registered or exempt from registration under this act the Oklahoma | |
141 | 261 | Uniform Securities Act of 2004 in an outstanding security if the | |
142 | 262 | guarantor of the security files reports with the Securities and | |
143 | 263 | Exchange Commission under the reporting requirements of Section 13 | |
144 | 264 | or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or | |
145 | 265 | 78o(d)); | |
146 | - | ||
147 | 266 | 5. A nonissuer transaction by or through a broker -dealer | |
148 | 267 | registered or exempt from registration under this act the Oklahoma | |
149 | 268 | Uniform Securities Act of 2004 in a security that: | |
150 | - | ||
151 | 269 | a. is rated at the time of the transaction by a | |
152 | 270 | nationally recognized statistical rating organization | |
153 | 271 | in one of its four highest rating categories, or | |
154 | - | ||
155 | 272 | b. has a fixed maturity or a fixed interest or dividend, | |
156 | 273 | if: | |
157 | - | ||
158 | 274 | (1) a default has not occurred during the current | |
159 | 275 | fiscal year or within the three (3) previous | |
160 | 276 | fiscal years or during the existence of the | |
161 | 277 | issuer and any predecessor if less than three (3) | |
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162 | 305 | fiscal years, in the payment of principal, | |
163 | 306 | interest, or dividends on the security, and | |
164 | - | ||
165 | 307 | (2) the issuer is engaged in business, is n ot in the | |
166 | 308 | organizational stage or in bankruptcy or | |
167 | 309 | receivership, and is not and has not been within | |
168 | 310 | the previous twelve (12) months a blank check, | |
169 | 311 | blind pool, or shell company that has no specific | |
170 | 312 | business plan or purpose or has indicated that | |
171 | 313 | its primary business plan is to engage in a | |
172 | 314 | merger or combination of the business with, or an | |
173 | 315 | acquisition of, an unidentified person; | |
174 | - | ||
175 | 316 | 6. A nonissuer transaction by or through a broker -dealer | |
176 | 317 | registered or exempt from registration under this act the Oklahoma | |
177 | - | ||
178 | - | ENR. S. B. NO. 568 Page 5 | |
179 | 318 | Uniform Securities Act of 2004 effecting an unsolicited order or | |
180 | 319 | offer to purchase; | |
181 | - | ||
182 | 320 | 7. A nonissuer transaction executed by a bona fide pledgee | |
183 | 321 | without the purpose of evading this act the Oklahoma Uniform | |
184 | 322 | Securities Act of 2004 ; | |
185 | - | ||
186 | 323 | 8. A nonissuer transaction by a fed eral covered investment | |
187 | 324 | adviser with investments under management in excess of One Hundred | |
188 | 325 | Million Dollars ($100,000,000.00) acting in the exercise of | |
189 | 326 | discretionary authority in a signed record for the account of | |
190 | 327 | others; | |
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191 | 354 | ||
192 | 355 | 9. A transaction in a security, wh ether or not the security or | |
193 | 356 | transaction is otherwise exempt, in exchange for one or more bona | |
194 | 357 | fide outstanding securities, claims, or property interests, or | |
195 | 358 | partly in such exchange and partly for cash, if the terms and | |
196 | 359 | conditions of the issuance and excha nge or the delivery and exchange | |
197 | 360 | and the fairness of the terms and conditions have been approved by | |
198 | 361 | the Administrator after a hearing; | |
199 | - | ||
200 | 362 | 10. A transaction between the issuer or other person on whose | |
201 | 363 | behalf the offering is made and an underwriter, or among | |
202 | 364 | underwriters; | |
203 | - | ||
204 | 365 | 11. A transaction in a note, bond, debenture, or other evidence | |
205 | 366 | of indebtedness secured by a mortgage or other security agreement | |
206 | 367 | if: | |
207 | - | ||
208 | 368 | a. the note, bond, debenture, or other evidence of | |
209 | 369 | indebtedness is offered and sold with the mortgage or | |
210 | 370 | other security agreement as a unit, | |
211 | - | ||
212 | 371 | b. a general solicitation or general advertisement of the | |
213 | 372 | transaction is not made, and | |
214 | - | ||
215 | 373 | c. a commission or other remuneration is not paid or | |
216 | 374 | given, directly or indirectly, to a person not | |
217 | 375 | registered under this act the Oklahoma Uniform | |
218 | 376 | Securities Act of 2004 as a broker-dealer or as an | |
219 | 377 | agent; | |
220 | 378 | ||
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222 | - | ENR. S. B. NO. 568 Page 6 | |
223 | 405 | 12. A transaction by an executor, administrator of an estate, | |
224 | 406 | sheriff, marshal, receiver, trustee in bankruptcy, guardian, or | |
225 | 407 | conservator; | |
226 | - | ||
227 | 408 | 13. A sale or offer to sell to: | |
228 | - | ||
229 | 409 | a. an institutional investor, | |
230 | - | ||
231 | 410 | b. a federal covered investment adviser, or | |
232 | - | ||
233 | 411 | c. any other person exempted by rule adopted or order | |
234 | 412 | issued under this act the Oklahoma Uniform Securities | |
235 | 413 | Act of 2004; | |
236 | - | ||
237 | 414 | 14. A sale or an offer to sell securities by an issuer, if the | |
238 | 415 | transaction is part of a single issue in which: | |
239 | - | ||
240 | 416 | a. not more than twenty -five purchasers during any twelve | |
241 | 417 | (12) consecutive months, other than those designated | |
242 | 418 | in paragraph 13 of this section, | |
243 | - | ||
244 | 419 | b. a general solicitation or general advertising is not | |
245 | 420 | made in connection with the offer to sell or sale of | |
246 | 421 | the securities, | |
247 | - | ||
248 | 422 | c. a commission or other remuneration is not paid or | |
249 | 423 | given, directly or indirectly, to a person other than | |
250 | 424 | a broker-dealer registered under this act the Oklahoma | |
251 | 425 | Uniform Securities Act of 2004 or an agent registered | |
252 | 426 | under this act the Oklahoma Uniform Securities Act of | |
253 | 427 | 2004 for soliciting a prospective purchaser in this | |
254 | 428 | state, and | |
255 | 429 | ||
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256 | 456 | d. the issuer reasonably believes that all the purchasers | |
257 | 457 | in this state, other than those designated in | |
258 | 458 | paragraph 13 of this sect ion, are purchasing for | |
259 | 459 | investment; | |
260 | - | ||
261 | 460 | 15. A transaction under an offer to existing security holders | |
262 | 461 | of the issuer, including persons that at the date of the transaction | |
263 | 462 | are holders of convertible securities, options, or warrants, if: | |
264 | - | ||
265 | - | ||
266 | - | ENR. S. B. NO. 568 Page 7 | |
267 | 463 | a. no commission or oth er remuneration, other than a | |
268 | 464 | standby commission, is paid or given, directly or | |
269 | 465 | indirectly, for soliciting a security holder in this | |
270 | 466 | state, or | |
271 | - | ||
272 | 467 | b. the issuer first files a notice specifying the terms | |
273 | 468 | of the offer and the Administrator, by order, does not | |
274 | 469 | disallow the exemption within the next ten (10) full | |
275 | 470 | business days; | |
276 | - | ||
277 | 471 | 16. A sale from or in this state to not more than thirty -two | |
278 | 472 | persons of a unit consisting of interests in oil, gas or mining | |
279 | 473 | titles or leases or any certificate of interest or participation , or | |
280 | 474 | conveyance in any form of an interest therein, or in payments out of | |
281 | 475 | production pursuant to such titles or leases, whether or not offered | |
282 | 476 | in conjunction with, or as an incident to, an operating agreement or | |
283 | 477 | other contract to drill oil or gas wells or otherwise exploit the | |
284 | 478 | minerals on the particular leases, whether or not the seller or any | |
285 | 479 | buyers are then present in this state, if: | |
286 | 480 | ||
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287 | 507 | a. the seller reasonably believes that all buyers are | |
288 | 508 | purchasing for investment, | |
289 | - | ||
290 | 509 | b. no commission is paid or given directly or indirectly | |
291 | 510 | for the solicitation of any such sale excluding any | |
292 | 511 | commission paid or given by and between parties each | |
293 | 512 | of whom is engaged in the business of exploring for or | |
294 | 513 | producing oil and gas or other valuable minerals, | |
295 | - | ||
296 | 514 | c. no public advertising or pub lic solicitation is used | |
297 | 515 | in any such solicitation or sale, and | |
298 | - | ||
299 | 516 | d. sales are effected only to persons the seller has | |
300 | 517 | reasonable cause to believe are capable of evaluating | |
301 | 518 | the risk of the prospective investment and able to | |
302 | 519 | bear the economic risk of the inves tment; but the | |
303 | 520 | Administrator, by rule or order, as to any specific | |
304 | 521 | transaction, may withdraw or further condition this | |
305 | 522 | exemption or decrease the number of sales permitted or | |
306 | 523 | waive the conditions in subparagraphs a, b and c of | |
307 | 524 | this paragraph, with or withou t substitution of a | |
308 | 525 | limitation on remuneration. | |
309 | - | ||
310 | - | ENR. S. B. NO. 568 Page 8 | |
311 | - | ||
312 | 526 | For purposes of this subsection, no units of the issuer shall be | |
313 | 527 | integrated; however, this exemption cannot be combined or used in | |
314 | 528 | conjunction with any other transactional exemption. | |
315 | - | ||
316 | 529 | 17. An offer to sell, bu t not a sale, of a security not exempt | |
317 | 530 | from registration under the Securities Act of 1933 if: | |
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318 | 557 | ||
319 | 558 | a. a registration or offering statement or similar record | |
320 | 559 | as required under the Securities Act of 1933 has been | |
321 | 560 | filed, but is not effective, or the offer is made in | |
322 | 561 | compliance with Rule 165 adopted under the Securities | |
323 | 562 | Act of 1933 (17 C.F.R. 230.165), and | |
324 | - | ||
325 | 563 | b. no stop order of which the offeror is aware has been | |
326 | 564 | issued against the offeror by the Administrator or the | |
327 | 565 | Securities and Exchange Commission, and an audit, | |
328 | 566 | inspection, or proceeding that is public and that may | |
329 | 567 | culminate in a stop order is not known by the offeror | |
330 | 568 | to be pending; | |
331 | - | ||
332 | 569 | 18. An offer to sell, but not a sale, of a security exempt from | |
333 | 570 | registration under the Securities Act of 1933 if: | |
334 | - | ||
335 | 571 | a. a registration statement has been filed under this | |
336 | 572 | act, but is not effective, | |
337 | - | ||
338 | 573 | b. a solicitation of interest is provided in a record to | |
339 | 574 | offerees in compliance with a rule adopted by the | |
340 | 575 | Administrator under this act the Oklahoma Uniform | |
341 | 576 | Securities Act of 2004 , and | |
342 | - | ||
343 | 577 | c. a stop order of which the offeror is aware has not | |
344 | 578 | been issued by the Administrator under this act the | |
345 | 579 | Oklahoma Uniform Securities Act of 2004 and an audit, | |
346 | 580 | inspection, or proceeding that may culminate in a stop | |
347 | 581 | order is not known by the offeror to be pending; | |
348 | 582 | ||
583 | + | SB568 HFLR Page 12 | |
584 | + | BOLD FACE denotes Committee Amendments. 1 | |
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349 | 609 | 19. A transaction involving the distribution of the securities | |
350 | 610 | of an issuer to the security holders of another person in connection | |
351 | 611 | with a merger, consolidation, exchange of securities, sale of | |
352 | 612 | assets, or other reorganization to which the issuer, or its pa rent | |
353 | - | ||
354 | - | ENR. S. B. NO. 568 Page 9 | |
355 | 613 | or subsidiary and the other person, or its parent or subsidiary, are | |
356 | 614 | parties if: | |
357 | - | ||
358 | 615 | a. the securities to be distributed are registered under | |
359 | 616 | the Securities Act of 1933 before the vote by security | |
360 | 617 | holders on the transaction, or | |
361 | - | ||
362 | 618 | b. the securities to be dis tributed are not required to | |
363 | 619 | be registered under the Securities Act of 1933, | |
364 | 620 | written notice of the transaction and a copy of the | |
365 | 621 | materials, if any, by which approval of the | |
366 | 622 | transaction will be solicited from such security | |
367 | 623 | holders is given to the Administra tor at least ten | |
368 | 624 | (10) full business days before the vote by security | |
369 | 625 | holders on the transaction and the Administrator does | |
370 | 626 | not commence a proceeding to deny the exemption within | |
371 | 627 | the next ten (10) full business days; however, such | |
372 | 628 | notice shall not be requir ed if the sole purpose of | |
373 | 629 | the transaction is to change an issuer ’s domicile | |
374 | 630 | solely within the United States; | |
375 | - | ||
376 | 631 | 20. A rescission offer, sale, or purchase under Section 38 of | |
377 | 632 | this act the Oklahoma Uniform Securities Act of 2004 ; | |
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634 | + | SB568 HFLR Page 13 | |
635 | + | BOLD FACE denotes Committee Amendments. 1 | |
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378 | 659 | ||
379 | 660 | 21. An offer or sale of a sec urity through a broker -dealer | |
380 | 661 | registered under this act the Oklahoma Uniform Securities Act of | |
381 | 662 | 2004 to a person not a resident of this state and not present in | |
382 | 663 | this state if the offer or sale does not constitute a violation of | |
383 | 664 | the laws of the state or fore ign jurisdiction in which the offeree | |
384 | 665 | or purchaser is present and is not part of an unlawful plan or | |
385 | 666 | scheme to evade the Oklahoma Uniform Securities Act of 2004 this | |
386 | 667 | act; | |
387 | - | ||
388 | 668 | 22. Employees’ stock purchase, savings, option, profit -sharing, | |
389 | 669 | pension, or similar employees’ benefit plan, including any | |
390 | 670 | securities, plan interests, and guarantees issued under a | |
391 | 671 | compensatory benefit plan or compensation contract, contained in a | |
392 | 672 | record, established by the issuer, its parents, its majority -owned | |
393 | 673 | subsidiaries, or the majo rity-owned subsidiaries of the issuer ’s | |
394 | 674 | parent for the participation of their employees including offers or | |
395 | 675 | sales of such securities to: | |
396 | - | ||
397 | - | ||
398 | - | ENR. S. B. NO. 568 Page 10 | |
399 | 676 | a. directors; general partners; trustees, if the issuer | |
400 | 677 | is a business trust; and officers, | |
401 | - | ||
402 | 678 | b. family members who acquir e such securities from those | |
403 | 679 | persons through gifts or domestic relations orders, | |
404 | - | ||
405 | 680 | c. former employees, directors, general partners, | |
406 | 681 | trustees, and officers if those individuals were | |
407 | 682 | employed by or providing services to the issuer when | |
408 | 683 | the securities were off ered, and | |
409 | 684 | ||
685 | + | SB568 HFLR Page 14 | |
686 | + | BOLD FACE denotes Committee Amendments. 1 | |
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410 | 711 | d. insurance agents who are exclusive insurance agents of | |
411 | 712 | the issuer, or the issuer ’s subsidiaries or parents, | |
412 | 713 | or who derive more than fifty percent (50%) of their | |
413 | 714 | annual income from those organizations; | |
414 | - | ||
415 | 715 | 23. A transaction involving: | |
416 | - | ||
417 | 716 | a. a stock dividend or equivalent equity distribution, | |
418 | 717 | whether the corporation or other business organization | |
419 | 718 | distributing the dividend or equivalent equity | |
420 | 719 | distribution is the issuer or not, if nothing of value | |
421 | 720 | is given by stockholders or other equity holders for | |
422 | 721 | the dividend or equivalent equity distribution other | |
423 | 722 | than the surrender of a right to a cash or property | |
424 | 723 | dividend if each stockholder or other equity holder | |
425 | 724 | may elect to take the dividend or equivalent equity | |
426 | 725 | distribution in cash, property, or stock, | |
427 | - | ||
428 | 726 | b. an act incident to a judicially approved | |
429 | 727 | reorganization in which a security is issued in | |
430 | 728 | exchange for one or more outstanding securities, | |
431 | 729 | claims, or property interests, or partly in such | |
432 | 730 | exchange and partly for cash, or | |
433 | - | ||
434 | 731 | c. the solicitation of tenders of securit ies by an | |
435 | 732 | offeror in a tender offer in compliance with Rule 162 | |
436 | 733 | adopted under the Securities Act of 1933 (17 C.F.R. | |
437 | 734 | 230.162); or | |
438 | 735 | ||
736 | + | SB568 HFLR Page 15 | |
737 | + | BOLD FACE denotes Committee Amendments. 1 | |
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439 | 762 | 24. A nonissuer transaction in an outstanding security by or | |
440 | 763 | through a broker-dealer registered or exempt from registration un der | |
441 | - | ||
442 | - | ENR. S. B. NO. 568 Page 11 | |
443 | 764 | this act, if the issuer is a reporting issuer in a foreign | |
444 | 765 | jurisdiction designated by this paragraph or by rule adopted or | |
445 | 766 | order issued under this act the Oklahoma Uniform Securities Act of | |
446 | 767 | 2004; has been subject to continuous reporting requirements in the | |
447 | 768 | foreign jurisdiction for not less than one hundred eighty (180) days | |
448 | 769 | before the transaction; and the security is listed on the foreign | |
449 | 770 | jurisdiction’s securities exchange that has been designated by this | |
450 | 771 | paragraph or by rule adopted or order issued und er this act the | |
451 | 772 | Oklahoma Uniform Securities Act of 2004 , or is a security of the | |
452 | 773 | same issuer that is of senior or substantially equal rank to the | |
453 | 774 | listed security or is a warrant or right to purchase or subscribe to | |
454 | 775 | any of the foregoing. For purposes of th is paragraph, Canada, | |
455 | 776 | together with its provinces and territories, is a designated foreign | |
456 | 777 | jurisdiction and The Toronto Stock Exchange, Inc., is a designated | |
457 | 778 | securities exchange. After an administrative hearing in compliance | |
458 | 779 | with the Administrative Proced ures Act, the Administrator, by rule | |
459 | 780 | adopted or order issued under this act the Oklahoma Uniform | |
460 | 781 | Securities Act of 2004 , may revoke the designation of a securities | |
461 | 782 | exchange under this paragraph, if the Administrator finds that | |
462 | 783 | revocation is necessary or ap propriate in the public interest and | |
463 | 784 | for the protection of investors ; or | |
785 | + | 25. A sale or offer to sell a security by an issuer if: | |
464 | 786 | ||
465 | - | 25. A sale or offer to sell a security by an issuer if: | |
787 | + | SB568 HFLR Page 16 | |
788 | + | BOLD FACE denotes Committee Amendments. 1 | |
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466 | 812 | ||
467 | 813 | a. the issuer is a corporation or other business entity | |
468 | 814 | residing in and doing business in this state and the | |
469 | 815 | transaction meets the requirements of the federal | |
470 | 816 | exemption for intrastate offerings in Section 3(a)(11) | |
471 | 817 | of the Securities Act of 1933, 15 U.S.C. 77c(a)(11) | |
472 | 818 | and Rule 147A adopted under the Securities Act of 1933 | |
473 | 819 | (17 C.F.R. 230.147A) and as such the securities shall | |
474 | 820 | be sold only to persons who are residents of this | |
475 | 821 | state at the time of purchase, | |
476 | - | ||
477 | 822 | b. the sum of all cash and other consideration to be | |
478 | 823 | received for the sale of securities in reliance on | |
479 | 824 | this exemption shall be limited to Five Million | |
480 | 825 | Dollars ($5,000,000.00), | |
481 | - | ||
482 | 826 | c. the aggregate value of securities sold under this | |
483 | 827 | exemption by an issuer to any one person does not | |
484 | 828 | exceed Five Thousand Dollars ($5,000.00) unless the | |
485 | - | ||
486 | - | ENR. S. B. NO. 568 Page 12 | |
487 | 829 | purchaser is an accredited investor as that term is | |
488 | 830 | defined by Rule 501 of Regulation D of the Securities | |
489 | 831 | Act of 1933 (17 C.F.R. 230.501), | |
490 | - | ||
491 | 832 | d. a commission or other renumeration is not paid or | |
492 | 833 | given, directly or indirectly, to a person not | |
493 | 834 | registered under the Oklahoma Uniform Securities Act | |
494 | 835 | of 2004 as a broker-dealer or as an agent, | |
495 | 836 | ||
837 | + | SB568 HFLR Page 17 | |
838 | + | BOLD FACE denotes Committee Amendments. 1 | |
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496 | 863 | e. the issuer reasonably b elieves that all purchasers are | |
497 | 864 | purchasing for investment and not for sale in | |
498 | 865 | connection with a distribution of the security, | |
499 | - | ||
500 | 866 | f. the issuer distributes to prospective purchasers a | |
501 | 867 | disclosure document containing the information set | |
502 | 868 | forth by rule adopted und er the Oklahoma Uniform | |
503 | 869 | Securities Act of 2004, | |
504 | - | ||
505 | 870 | g. the issuer, at least ten (10) business days prior to a | |
506 | 871 | sale, files a notice of exemption with the Department | |
507 | 872 | accompanied by the disclosure document required by | |
508 | 873 | paragraph f of this subsection, and the filin g fee set | |
509 | 874 | forth in the Oklahoma Uniform Securities Act of 2004, | |
510 | 875 | pursuant to Section 1-612 of Title 71 of the Oklahoma | |
511 | 876 | Statutes, | |
512 | - | ||
513 | 877 | h. the issuer files with the Department, for as long as | |
514 | 878 | the offering is continuing, quarterly and fiscal year - | |
515 | 879 | end reports containing any changes to information that | |
516 | 880 | has become inaccurate or incomplete in any material | |
517 | 881 | respect including, but not limited to, the most recent | |
518 | 882 | financial statements, and | |
519 | - | ||
520 | 883 | i. the issuer holds funds received from sales made in | |
521 | 884 | reliance on this exemption in a n escrow account | |
522 | 885 | established in a bank or depository institution | |
523 | 886 | authorized to do business in this state and subject to | |
887 | + | ||
888 | + | SB568 HFLR Page 18 | |
889 | + | BOLD FACE denotes Committee Amendments. 1 | |
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524 | 914 | regulation under the laws of the United States or | |
525 | 915 | under the laws of this state until the aggregate funds | |
526 | 916 | raised from all purchases is eq ual to or greater than | |
527 | 917 | the minimum target offering amount specified in the | |
528 | 918 | disclosure document. All funds shall be used in | |
529 | - | ||
530 | - | ENR. S. B. NO. 568 Page 13 | |
531 | 919 | accordance with the representations made by the issuer | |
532 | 920 | in the disclosure document required by subparagraph f | |
533 | 921 | of this paragraph. | |
534 | - | ||
535 | 922 | Notwithstanding the foregoing provisions of this subsection, an | |
536 | 923 | issuer shall be prohibited from offering securities under this | |
537 | 924 | subsection if the issuer or any of its principals or control | |
538 | 925 | persons: | |
539 | - | ||
540 | 926 | (1) within the last five (5) years has filed a | |
541 | 927 | registration statement that is the subject of a | |
542 | 928 | currently effective registration stop order | |
543 | 929 | entered by any state securities administrator or | |
544 | 930 | the Securities and Exchange Commission, | |
545 | - | ||
546 | 931 | (2) within the last five (5) years has been convicted | |
547 | 932 | of any criminal offense in connection with the | |
548 | 933 | offer, purchase, or sale of any security or | |
549 | 934 | involving fraud or deceit, | |
550 | - | ||
551 | 935 | (3) is currently subject to any state or federal | |
552 | 936 | administrative enforcement order or judgment | |
553 | 937 | entered within the last five (5) years finding | |
938 | + | ||
939 | + | SB568 HFLR Page 19 | |
940 | + | BOLD FACE denotes Committee Amendments. 1 | |
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554 | 965 | fraud or deceit in connection with the purchase | |
555 | 966 | or sale of any security, or | |
556 | - | ||
557 | 967 | (4) is currently subject to any order , judgment or | |
558 | 968 | decree of any court of competent jurisdiction | |
559 | 969 | entered within the last five (5) years | |
560 | 970 | temporarily, preliminarily or permanently | |
561 | 971 | restraining or enjoining such party from engaging | |
562 | 972 | in or continuing to engage in any conduct or | |
563 | 973 | practice involving fraud or deceit in connection | |
564 | 974 | with the purchase or sale of any security. | |
565 | - | ||
566 | 975 | Nothing in this subsection prohibits the use of general | |
567 | 976 | solicitation or general advertising in connection with the exemption | |
568 | 977 | under this subsection. | |
569 | - | ||
570 | 978 | As to a particular offering, the Administrator may by rule or | |
571 | 979 | order withdraw or further condition the exemption under this | |
572 | 980 | subsection. | |
573 | - | ||
574 | - | ENR. S. B. NO. 568 Page 14 | |
575 | - | ||
576 | 981 | SECTION 2. NEW LAW A new section of law not to be | |
577 | 982 | codified in the Oklahoma Statutes reads as follows: | |
578 | - | ||
579 | 983 | The Department shall promulgate rules pursuant to the provisions | |
580 | 984 | of this act within ninety (90) days of the effective date of th is | |
581 | 985 | act. | |
582 | - | ||
583 | 986 | SECTION 3. It being immediately necessary for the pre servation | |
584 | 987 | of the public peace, health or safety, an emergency is hereby | |
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989 | + | SB568 HFLR Page 20 | |
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585 | 1015 | declared to exist, by reason whereof this act shall take effect and | |
586 | 1016 | be in full force from and after its passage and approval. | |
587 | 1017 | ||
588 | - | ||
589 | - | ENR. S. B. NO. 568 Page 15 | |
590 | - | Passed the Senate the 11th day of March, 2021. | |
591 | - | ||
592 | - | ||
593 | - | ||
594 | - | Presiding Officer of the Senate | |
595 | - | ||
596 | - | ||
597 | - | Passed the House of Representatives the 12th day of April, 2021. | |
598 | - | ||
599 | - | ||
600 | - | ||
601 | - | Presiding Officer of the House | |
602 | - | of Representatives | |
603 | - | ||
604 | - | OFFICE OF THE GOVERNOR | |
605 | - | Received by the Office of the Governor this _______ _____________ | |
606 | - | day of ___________________, 20_______, at _______ o'clock _______ M. | |
607 | - | By: _______________________________ __ | |
608 | - | Approved by the Governor of the State of Oklahoma this _____ ____ | |
609 | - | day of _________________ __, 20_______, at _______ o'clock _______ M. | |
610 | - | ||
611 | - | _____________________________ ____ | |
612 | - | Governor of the State of Oklahoma | |
613 | - | ||
614 | - | ||
615 | - | OFFICE OF THE SECRETARY OF STATE | |
616 | - | Received by the Office of the Secretary of State this _______ ___ | |
617 | - | day of __________________, 20 _______, at _______ o'clock _______ M. | |
618 | - | By: _______________________________ __ | |
1018 | + | COMMITTEE REPORT BY: COMMITTEE ON BANKING, FINANCIAL SERV ICES AND | |
1019 | + | PENSIONS, dated 03/29/2021 - DO PASS. |