Oklahoma 2022 Regular Session

Oklahoma Senate Bill SB568 Compare Versions

OldNewDifferences
11
22
3+SB568 HFLR Page 1
4+BOLD FACE denotes Committee Amendments. 1
5+2
6+3
7+4
8+5
9+6
10+7
11+8
12+9
13+10
14+11
15+12
16+13
17+14
18+15
19+16
20+17
21+18
22+19
23+20
24+21
25+22
26+23
27+24
328
4-An Act
5-ENROLLED SENATE
29+HOUSE OF REPRESENTATIVES - FLOOR VERSION
30+
31+STATE OF OKLAHOMA
32+
33+1st Session of the 58th Legislature (2021)
34+
35+ENGROSSED SENATE
636 BILL NO. 568 By: Montgomery of the Senate
737
838 and
939
1040 Hilbert of the House
41+
42+
1143
1244
1345
1446
1547 An Act relating to securities; amending 71 O.S. 2011,
1648 Section 1-202, which relates to exempt transactions;
1749 modifying statutory references; exempting certain
1850 securities offerings; requiring certain federal
1951 exemption for intrastate offerings; limiting certain
2052 aggregate amount; setting value amount per person;
2153 excepting certain invertors from stated value amount;
2254 prohibiting renumeration to nonregistered broker -
2355 dealers; requiring purchases for investment;
2456 directing distribution of a disclosure document;
2557 providing for certain notice to be filed within
2658 certain time; requiring quarterly and fiscal year -end
2759 reports; stating content to certain reports;
2860 providing for escrow accounts for certain purpose;
2961 directing use of escrow funds; prohibiting offering
3062 of securities under certain conditions; stating
3163 conditions; prohibiting certain acts within certain
3264 time of offering; construing general solicitation and
3365 advertising; authorizing the Administrator to further
3466 condition the exemption; directing rules be
3567 promulgated within certain time; providing for
3668 noncodification; and declaring an emergency .
3769
3870
3971
4072
41-SUBJECT: Securities
73+
74+
75+
76+
77+SB568 HFLR Page 2
78+BOLD FACE denotes Committee Amendments. 1
79+2
80+3
81+4
82+5
83+6
84+7
85+8
86+9
87+10
88+11
89+12
90+13
91+14
92+15
93+16
94+17
95+18
96+19
97+20
98+21
99+22
100+23
101+24
42102
43103 BE IT ENACTED BY THE PEOPLE OF THE STATE OF OKLAHOMA:
44-
45104 SECTION 1. AMENDATORY 71 O.S. 2011, Section 1-202, is
46105 amended to read as follows:
47-
48-ENR. S. B. NO. 568 Page 2
49-
50106 Section 1-202. The following transactions are exempt from the
51107 requirements of Sections 10 and 32 of this act 1-301 and 1-504 of
52108 the Oklahoma Uniform Securities Act of 2004 :
53-
54109 1. An isolated nonissuer transaction, whether or not effected
55110 by or through a broker -dealer or not;
56-
57111 2. A nonissuer transaction by or through a brok er-dealer
58112 registered, or exempt from registration under this act the Oklahoma
59113 Uniform Securities Act of 2004 , and a resale transaction by a
60114 sponsor of a unit investment trust registered under the Investment
61115 Company Act of 1940, in a security of a class tha t has been
62116 outstanding in the hands of the public for at least ninety (90)
63117 days, if, at the date of the transaction:
64-
65118 a. the issuer of the security is engaged in business, the
66119 issuer is not in the organizational stage or in
67120 bankruptcy or receivership, and t he issuer is not a
68121 blank check, blind pool, or shell company that has no
69122 specific business plan or purpose or has indicated
70123 that its primary business plan is to engage in a
71124 merger or combination of the business with, or an
72125 acquisition of, an unidentified p erson,
73126
127+SB568 HFLR Page 3
128+BOLD FACE denotes Committee Amendments. 1
129+2
130+3
131+4
132+5
133+6
134+7
135+8
136+9
137+10
138+11
139+12
140+13
141+14
142+15
143+16
144+17
145+18
146+19
147+20
148+21
149+22
150+23
151+24
152+
74153 b. the security is sold at a price reasonably related to
75154 its current market price,
76-
77155 c. the security does not constitute the whole or part of
78156 an unsold allotment to, or a subscription or
79157 participation by, the broker -dealer as an underwriter
80158 of the security or a redistribution, and
81-
82159 d. a nationally recognized securities manual or its
83160 electronic equivalent designated by rule adopted or
84161 order issued under this act or a record filed with the
85162 Securities and Exchange Commission that is publicly
86163 available contains:
87-
88164 (1) a description of the business and operations of
89165 the issuer,
90-
91-
92-ENR. S. B. NO. 568 Page 3
93166 (2) the names of the issuer ’s executive officers and
94167 the names of the issuer ’s directors, if any,
95-
96168 (3) an audited balance sheet of the issuer as of a
97169 date within eighteen (18) months befo re the date
98170 of the transaction or, in the case of a
99171 reorganization or merger when the parties to the
100172 reorganization or merger each had an audited
101173 balance sheet, a pro forma balance sheet for the
102174 combined organization, and
103-
104175 (4) an audited income statement fo r each of the
105176 issuer’s two (2) immediately previous fiscal
177+
178+SB568 HFLR Page 4
179+BOLD FACE denotes Committee Amendments. 1
180+2
181+3
182+4
183+5
184+6
185+7
186+8
187+9
188+10
189+11
190+12
191+13
192+14
193+15
194+16
195+17
196+18
197+19
198+20
199+21
200+22
201+23
202+24
203+
106204 years or for the period of existence of the
107205 issuer, whichever is shorter, or, in the case of
108206 a reorganization or merger when each party to the
109207 reorganization or merger had audited income
110208 statements, a pro forma income statement, or
111-
112209 e. the issuer of the security has a class of equity
113210 securities listed on a national securities exchange
114211 registered under the Securities Exchange Act of 1934
115212 or designated for trading on the National Association
116213 of Securities Dealers Automated Quotation System,
117214 unless the issuer of the security is a unit investment
118215 trust registered under the Investment Company Act of
119216 1940; or the issuer of the security, including its
120217 predecessors, has been engaged in continuous business
121218 for at least three (3) years; or the issuer of the
122219 security has total assets of at least Two Million
123220 Dollars ($2,000,000.00) based on an audited balance
124221 sheet as of a date within eighteen (18) months before
125222 the date of the transaction or, in the case of a
126223 reorganization or merger when the parties to the
127224 reorganization or merger each had the audited balance
128225 sheet, a pro forma balance sheet for the combined
129226 organization;
130227
228+SB568 HFLR Page 5
229+BOLD FACE denotes Committee Amendments. 1
230+2
231+3
232+4
233+5
234+6
235+7
236+8
237+9
238+10
239+11
240+12
241+13
242+14
243+15
244+16
245+17
246+18
247+19
248+20
249+21
250+22
251+23
252+24
253+
131254 3. A nonissuer transaction by or through a broker -dealer
132255 registered or exempt from registra tion under this act in a security
133256 of a foreign issuer that is a margin security defined in regulations
134-
135-ENR. S. B. NO. 568 Page 4
136257 or rules adopted by the Board of Governors of the Federal Reserve
137258 System;
138-
139259 4. A nonissuer transaction by or through a broker -dealer
140260 registered or exempt from registration under this act the Oklahoma
141261 Uniform Securities Act of 2004 in an outstanding security if the
142262 guarantor of the security files reports with the Securities and
143263 Exchange Commission under the reporting requirements of Section 13
144264 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or
145265 78o(d));
146-
147266 5. A nonissuer transaction by or through a broker -dealer
148267 registered or exempt from registration under this act the Oklahoma
149268 Uniform Securities Act of 2004 in a security that:
150-
151269 a. is rated at the time of the transaction by a
152270 nationally recognized statistical rating organization
153271 in one of its four highest rating categories, or
154-
155272 b. has a fixed maturity or a fixed interest or dividend,
156273 if:
157-
158274 (1) a default has not occurred during the current
159275 fiscal year or within the three (3) previous
160276 fiscal years or during the existence of the
161277 issuer and any predecessor if less than three (3)
278+
279+SB568 HFLR Page 6
280+BOLD FACE denotes Committee Amendments. 1
281+2
282+3
283+4
284+5
285+6
286+7
287+8
288+9
289+10
290+11
291+12
292+13
293+14
294+15
295+16
296+17
297+18
298+19
299+20
300+21
301+22
302+23
303+24
304+
162305 fiscal years, in the payment of principal,
163306 interest, or dividends on the security, and
164-
165307 (2) the issuer is engaged in business, is n ot in the
166308 organizational stage or in bankruptcy or
167309 receivership, and is not and has not been within
168310 the previous twelve (12) months a blank check,
169311 blind pool, or shell company that has no specific
170312 business plan or purpose or has indicated that
171313 its primary business plan is to engage in a
172314 merger or combination of the business with, or an
173315 acquisition of, an unidentified person;
174-
175316 6. A nonissuer transaction by or through a broker -dealer
176317 registered or exempt from registration under this act the Oklahoma
177-
178-ENR. S. B. NO. 568 Page 5
179318 Uniform Securities Act of 2004 effecting an unsolicited order or
180319 offer to purchase;
181-
182320 7. A nonissuer transaction executed by a bona fide pledgee
183321 without the purpose of evading this act the Oklahoma Uniform
184322 Securities Act of 2004 ;
185-
186323 8. A nonissuer transaction by a fed eral covered investment
187324 adviser with investments under management in excess of One Hundred
188325 Million Dollars ($100,000,000.00) acting in the exercise of
189326 discretionary authority in a signed record for the account of
190327 others;
328+
329+SB568 HFLR Page 7
330+BOLD FACE denotes Committee Amendments. 1
331+2
332+3
333+4
334+5
335+6
336+7
337+8
338+9
339+10
340+11
341+12
342+13
343+14
344+15
345+16
346+17
347+18
348+19
349+20
350+21
351+22
352+23
353+24
191354
192355 9. A transaction in a security, wh ether or not the security or
193356 transaction is otherwise exempt, in exchange for one or more bona
194357 fide outstanding securities, claims, or property interests, or
195358 partly in such exchange and partly for cash, if the terms and
196359 conditions of the issuance and excha nge or the delivery and exchange
197360 and the fairness of the terms and conditions have been approved by
198361 the Administrator after a hearing;
199-
200362 10. A transaction between the issuer or other person on whose
201363 behalf the offering is made and an underwriter, or among
202364 underwriters;
203-
204365 11. A transaction in a note, bond, debenture, or other evidence
205366 of indebtedness secured by a mortgage or other security agreement
206367 if:
207-
208368 a. the note, bond, debenture, or other evidence of
209369 indebtedness is offered and sold with the mortgage or
210370 other security agreement as a unit,
211-
212371 b. a general solicitation or general advertisement of the
213372 transaction is not made, and
214-
215373 c. a commission or other remuneration is not paid or
216374 given, directly or indirectly, to a person not
217375 registered under this act the Oklahoma Uniform
218376 Securities Act of 2004 as a broker-dealer or as an
219377 agent;
220378
379+SB568 HFLR Page 8
380+BOLD FACE denotes Committee Amendments. 1
381+2
382+3
383+4
384+5
385+6
386+7
387+8
388+9
389+10
390+11
391+12
392+13
393+14
394+15
395+16
396+17
397+18
398+19
399+20
400+21
401+22
402+23
403+24
221404
222-ENR. S. B. NO. 568 Page 6
223405 12. A transaction by an executor, administrator of an estate,
224406 sheriff, marshal, receiver, trustee in bankruptcy, guardian, or
225407 conservator;
226-
227408 13. A sale or offer to sell to:
228-
229409 a. an institutional investor,
230-
231410 b. a federal covered investment adviser, or
232-
233411 c. any other person exempted by rule adopted or order
234412 issued under this act the Oklahoma Uniform Securities
235413 Act of 2004;
236-
237414 14. A sale or an offer to sell securities by an issuer, if the
238415 transaction is part of a single issue in which:
239-
240416 a. not more than twenty -five purchasers during any twelve
241417 (12) consecutive months, other than those designated
242418 in paragraph 13 of this section,
243-
244419 b. a general solicitation or general advertising is not
245420 made in connection with the offer to sell or sale of
246421 the securities,
247-
248422 c. a commission or other remuneration is not paid or
249423 given, directly or indirectly, to a person other than
250424 a broker-dealer registered under this act the Oklahoma
251425 Uniform Securities Act of 2004 or an agent registered
252426 under this act the Oklahoma Uniform Securities Act of
253427 2004 for soliciting a prospective purchaser in this
254428 state, and
255429
430+SB568 HFLR Page 9
431+BOLD FACE denotes Committee Amendments. 1
432+2
433+3
434+4
435+5
436+6
437+7
438+8
439+9
440+10
441+11
442+12
443+13
444+14
445+15
446+16
447+17
448+18
449+19
450+20
451+21
452+22
453+23
454+24
455+
256456 d. the issuer reasonably believes that all the purchasers
257457 in this state, other than those designated in
258458 paragraph 13 of this sect ion, are purchasing for
259459 investment;
260-
261460 15. A transaction under an offer to existing security holders
262461 of the issuer, including persons that at the date of the transaction
263462 are holders of convertible securities, options, or warrants, if:
264-
265-
266-ENR. S. B. NO. 568 Page 7
267463 a. no commission or oth er remuneration, other than a
268464 standby commission, is paid or given, directly or
269465 indirectly, for soliciting a security holder in this
270466 state, or
271-
272467 b. the issuer first files a notice specifying the terms
273468 of the offer and the Administrator, by order, does not
274469 disallow the exemption within the next ten (10) full
275470 business days;
276-
277471 16. A sale from or in this state to not more than thirty -two
278472 persons of a unit consisting of interests in oil, gas or mining
279473 titles or leases or any certificate of interest or participation , or
280474 conveyance in any form of an interest therein, or in payments out of
281475 production pursuant to such titles or leases, whether or not offered
282476 in conjunction with, or as an incident to, an operating agreement or
283477 other contract to drill oil or gas wells or otherwise exploit the
284478 minerals on the particular leases, whether or not the seller or any
285479 buyers are then present in this state, if:
286480
481+SB568 HFLR Page 10
482+BOLD FACE denotes Committee Amendments. 1
483+2
484+3
485+4
486+5
487+6
488+7
489+8
490+9
491+10
492+11
493+12
494+13
495+14
496+15
497+16
498+17
499+18
500+19
501+20
502+21
503+22
504+23
505+24
506+
287507 a. the seller reasonably believes that all buyers are
288508 purchasing for investment,
289-
290509 b. no commission is paid or given directly or indirectly
291510 for the solicitation of any such sale excluding any
292511 commission paid or given by and between parties each
293512 of whom is engaged in the business of exploring for or
294513 producing oil and gas or other valuable minerals,
295-
296514 c. no public advertising or pub lic solicitation is used
297515 in any such solicitation or sale, and
298-
299516 d. sales are effected only to persons the seller has
300517 reasonable cause to believe are capable of evaluating
301518 the risk of the prospective investment and able to
302519 bear the economic risk of the inves tment; but the
303520 Administrator, by rule or order, as to any specific
304521 transaction, may withdraw or further condition this
305522 exemption or decrease the number of sales permitted or
306523 waive the conditions in subparagraphs a, b and c of
307524 this paragraph, with or withou t substitution of a
308525 limitation on remuneration.
309-
310-ENR. S. B. NO. 568 Page 8
311-
312526 For purposes of this subsection, no units of the issuer shall be
313527 integrated; however, this exemption cannot be combined or used in
314528 conjunction with any other transactional exemption.
315-
316529 17. An offer to sell, bu t not a sale, of a security not exempt
317530 from registration under the Securities Act of 1933 if:
531+
532+SB568 HFLR Page 11
533+BOLD FACE denotes Committee Amendments. 1
534+2
535+3
536+4
537+5
538+6
539+7
540+8
541+9
542+10
543+11
544+12
545+13
546+14
547+15
548+16
549+17
550+18
551+19
552+20
553+21
554+22
555+23
556+24
318557
319558 a. a registration or offering statement or similar record
320559 as required under the Securities Act of 1933 has been
321560 filed, but is not effective, or the offer is made in
322561 compliance with Rule 165 adopted under the Securities
323562 Act of 1933 (17 C.F.R. 230.165), and
324-
325563 b. no stop order of which the offeror is aware has been
326564 issued against the offeror by the Administrator or the
327565 Securities and Exchange Commission, and an audit,
328566 inspection, or proceeding that is public and that may
329567 culminate in a stop order is not known by the offeror
330568 to be pending;
331-
332569 18. An offer to sell, but not a sale, of a security exempt from
333570 registration under the Securities Act of 1933 if:
334-
335571 a. a registration statement has been filed under this
336572 act, but is not effective,
337-
338573 b. a solicitation of interest is provided in a record to
339574 offerees in compliance with a rule adopted by the
340575 Administrator under this act the Oklahoma Uniform
341576 Securities Act of 2004 , and
342-
343577 c. a stop order of which the offeror is aware has not
344578 been issued by the Administrator under this act the
345579 Oklahoma Uniform Securities Act of 2004 and an audit,
346580 inspection, or proceeding that may culminate in a stop
347581 order is not known by the offeror to be pending;
348582
583+SB568 HFLR Page 12
584+BOLD FACE denotes Committee Amendments. 1
585+2
586+3
587+4
588+5
589+6
590+7
591+8
592+9
593+10
594+11
595+12
596+13
597+14
598+15
599+16
600+17
601+18
602+19
603+20
604+21
605+22
606+23
607+24
608+
349609 19. A transaction involving the distribution of the securities
350610 of an issuer to the security holders of another person in connection
351611 with a merger, consolidation, exchange of securities, sale of
352612 assets, or other reorganization to which the issuer, or its pa rent
353-
354-ENR. S. B. NO. 568 Page 9
355613 or subsidiary and the other person, or its parent or subsidiary, are
356614 parties if:
357-
358615 a. the securities to be distributed are registered under
359616 the Securities Act of 1933 before the vote by security
360617 holders on the transaction, or
361-
362618 b. the securities to be dis tributed are not required to
363619 be registered under the Securities Act of 1933,
364620 written notice of the transaction and a copy of the
365621 materials, if any, by which approval of the
366622 transaction will be solicited from such security
367623 holders is given to the Administra tor at least ten
368624 (10) full business days before the vote by security
369625 holders on the transaction and the Administrator does
370626 not commence a proceeding to deny the exemption within
371627 the next ten (10) full business days; however, such
372628 notice shall not be requir ed if the sole purpose of
373629 the transaction is to change an issuer ’s domicile
374630 solely within the United States;
375-
376631 20. A rescission offer, sale, or purchase under Section 38 of
377632 this act the Oklahoma Uniform Securities Act of 2004 ;
633+
634+SB568 HFLR Page 13
635+BOLD FACE denotes Committee Amendments. 1
636+2
637+3
638+4
639+5
640+6
641+7
642+8
643+9
644+10
645+11
646+12
647+13
648+14
649+15
650+16
651+17
652+18
653+19
654+20
655+21
656+22
657+23
658+24
378659
379660 21. An offer or sale of a sec urity through a broker -dealer
380661 registered under this act the Oklahoma Uniform Securities Act of
381662 2004 to a person not a resident of this state and not present in
382663 this state if the offer or sale does not constitute a violation of
383664 the laws of the state or fore ign jurisdiction in which the offeree
384665 or purchaser is present and is not part of an unlawful plan or
385666 scheme to evade the Oklahoma Uniform Securities Act of 2004 this
386667 act;
387-
388668 22. Employees’ stock purchase, savings, option, profit -sharing,
389669 pension, or similar employees’ benefit plan, including any
390670 securities, plan interests, and guarantees issued under a
391671 compensatory benefit plan or compensation contract, contained in a
392672 record, established by the issuer, its parents, its majority -owned
393673 subsidiaries, or the majo rity-owned subsidiaries of the issuer ’s
394674 parent for the participation of their employees including offers or
395675 sales of such securities to:
396-
397-
398-ENR. S. B. NO. 568 Page 10
399676 a. directors; general partners; trustees, if the issuer
400677 is a business trust; and officers,
401-
402678 b. family members who acquir e such securities from those
403679 persons through gifts or domestic relations orders,
404-
405680 c. former employees, directors, general partners,
406681 trustees, and officers if those individuals were
407682 employed by or providing services to the issuer when
408683 the securities were off ered, and
409684
685+SB568 HFLR Page 14
686+BOLD FACE denotes Committee Amendments. 1
687+2
688+3
689+4
690+5
691+6
692+7
693+8
694+9
695+10
696+11
697+12
698+13
699+14
700+15
701+16
702+17
703+18
704+19
705+20
706+21
707+22
708+23
709+24
710+
410711 d. insurance agents who are exclusive insurance agents of
411712 the issuer, or the issuer ’s subsidiaries or parents,
412713 or who derive more than fifty percent (50%) of their
413714 annual income from those organizations;
414-
415715 23. A transaction involving:
416-
417716 a. a stock dividend or equivalent equity distribution,
418717 whether the corporation or other business organization
419718 distributing the dividend or equivalent equity
420719 distribution is the issuer or not, if nothing of value
421720 is given by stockholders or other equity holders for
422721 the dividend or equivalent equity distribution other
423722 than the surrender of a right to a cash or property
424723 dividend if each stockholder or other equity holder
425724 may elect to take the dividend or equivalent equity
426725 distribution in cash, property, or stock,
427-
428726 b. an act incident to a judicially approved
429727 reorganization in which a security is issued in
430728 exchange for one or more outstanding securities,
431729 claims, or property interests, or partly in such
432730 exchange and partly for cash, or
433-
434731 c. the solicitation of tenders of securit ies by an
435732 offeror in a tender offer in compliance with Rule 162
436733 adopted under the Securities Act of 1933 (17 C.F.R.
437734 230.162); or
438735
736+SB568 HFLR Page 15
737+BOLD FACE denotes Committee Amendments. 1
738+2
739+3
740+4
741+5
742+6
743+7
744+8
745+9
746+10
747+11
748+12
749+13
750+14
751+15
752+16
753+17
754+18
755+19
756+20
757+21
758+22
759+23
760+24
761+
439762 24. A nonissuer transaction in an outstanding security by or
440763 through a broker-dealer registered or exempt from registration un der
441-
442-ENR. S. B. NO. 568 Page 11
443764 this act, if the issuer is a reporting issuer in a foreign
444765 jurisdiction designated by this paragraph or by rule adopted or
445766 order issued under this act the Oklahoma Uniform Securities Act of
446767 2004; has been subject to continuous reporting requirements in the
447768 foreign jurisdiction for not less than one hundred eighty (180) days
448769 before the transaction; and the security is listed on the foreign
449770 jurisdiction’s securities exchange that has been designated by this
450771 paragraph or by rule adopted or order issued und er this act the
451772 Oklahoma Uniform Securities Act of 2004 , or is a security of the
452773 same issuer that is of senior or substantially equal rank to the
453774 listed security or is a warrant or right to purchase or subscribe to
454775 any of the foregoing. For purposes of th is paragraph, Canada,
455776 together with its provinces and territories, is a designated foreign
456777 jurisdiction and The Toronto Stock Exchange, Inc., is a designated
457778 securities exchange. After an administrative hearing in compliance
458779 with the Administrative Proced ures Act, the Administrator, by rule
459780 adopted or order issued under this act the Oklahoma Uniform
460781 Securities Act of 2004 , may revoke the designation of a securities
461782 exchange under this paragraph, if the Administrator finds that
462783 revocation is necessary or ap propriate in the public interest and
463784 for the protection of investors ; or
785+25. A sale or offer to sell a security by an issuer if:
464786
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
789+2
790+3
791+4
792+5
793+6
794+7
795+8
796+9
797+10
798+11
799+12
800+13
801+14
802+15
803+16
804+17
805+18
806+19
807+20
808+21
809+22
810+23
811+24
466812
467813 a. the issuer is a corporation or other business entity
468814 residing in and doing business in this state and the
469815 transaction meets the requirements of the federal
470816 exemption for intrastate offerings in Section 3(a)(11)
471817 of the Securities Act of 1933, 15 U.S.C. 77c(a)(11)
472818 and Rule 147A adopted under the Securities Act of 1933
473819 (17 C.F.R. 230.147A) and as such the securities shall
474820 be sold only to persons who are residents of this
475821 state at the time of purchase,
476-
477822 b. the sum of all cash and other consideration to be
478823 received for the sale of securities in reliance on
479824 this exemption shall be limited to Five Million
480825 Dollars ($5,000,000.00),
481-
482826 c. the aggregate value of securities sold under this
483827 exemption by an issuer to any one person does not
484828 exceed Five Thousand Dollars ($5,000.00) unless the
485-
486-ENR. S. B. NO. 568 Page 12
487829 purchaser is an accredited investor as that term is
488830 defined by Rule 501 of Regulation D of the Securities
489831 Act of 1933 (17 C.F.R. 230.501),
490-
491832 d. a commission or other renumeration is not paid or
492833 given, directly or indirectly, to a person not
493834 registered under the Oklahoma Uniform Securities Act
494835 of 2004 as a broker-dealer or as an agent,
495836
837+SB568 HFLR Page 17
838+BOLD FACE denotes Committee Amendments. 1
839+2
840+3
841+4
842+5
843+6
844+7
845+8
846+9
847+10
848+11
849+12
850+13
851+14
852+15
853+16
854+17
855+18
856+19
857+20
858+21
859+22
860+23
861+24
862+
496863 e. the issuer reasonably b elieves that all purchasers are
497864 purchasing for investment and not for sale in
498865 connection with a distribution of the security,
499-
500866 f. the issuer distributes to prospective purchasers a
501867 disclosure document containing the information set
502868 forth by rule adopted und er the Oklahoma Uniform
503869 Securities Act of 2004,
504-
505870 g. the issuer, at least ten (10) business days prior to a
506871 sale, files a notice of exemption with the Department
507872 accompanied by the disclosure document required by
508873 paragraph f of this subsection, and the filin g fee set
509874 forth in the Oklahoma Uniform Securities Act of 2004,
510875 pursuant to Section 1-612 of Title 71 of the Oklahoma
511876 Statutes,
512-
513877 h. the issuer files with the Department, for as long as
514878 the offering is continuing, quarterly and fiscal year -
515879 end reports containing any changes to information that
516880 has become inaccurate or incomplete in any material
517881 respect including, but not limited to, the most recent
518882 financial statements, and
519-
520883 i. the issuer holds funds received from sales made in
521884 reliance on this exemption in a n escrow account
522885 established in a bank or depository institution
523886 authorized to do business in this state and subject to
887+
888+SB568 HFLR Page 18
889+BOLD FACE denotes Committee Amendments. 1
890+2
891+3
892+4
893+5
894+6
895+7
896+8
897+9
898+10
899+11
900+12
901+13
902+14
903+15
904+16
905+17
906+18
907+19
908+20
909+21
910+22
911+23
912+24
913+
524914 regulation under the laws of the United States or
525915 under the laws of this state until the aggregate funds
526916 raised from all purchases is eq ual to or greater than
527917 the minimum target offering amount specified in the
528918 disclosure document. All funds shall be used in
529-
530-ENR. S. B. NO. 568 Page 13
531919 accordance with the representations made by the issuer
532920 in the disclosure document required by subparagraph f
533921 of this paragraph.
534-
535922 Notwithstanding the foregoing provisions of this subsection, an
536923 issuer shall be prohibited from offering securities under this
537924 subsection if the issuer or any of its principals or control
538925 persons:
539-
540926 (1) within the last five (5) years has filed a
541927 registration statement that is the subject of a
542928 currently effective registration stop order
543929 entered by any state securities administrator or
544930 the Securities and Exchange Commission,
545-
546931 (2) within the last five (5) years has been convicted
547932 of any criminal offense in connection with the
548933 offer, purchase, or sale of any security or
549934 involving fraud or deceit,
550-
551935 (3) is currently subject to any state or federal
552936 administrative enforcement order or judgment
553937 entered within the last five (5) years finding
938+
939+SB568 HFLR Page 19
940+BOLD FACE denotes Committee Amendments. 1
941+2
942+3
943+4
944+5
945+6
946+7
947+8
948+9
949+10
950+11
951+12
952+13
953+14
954+15
955+16
956+17
957+18
958+19
959+20
960+21
961+22
962+23
963+24
964+
554965 fraud or deceit in connection with the purchase
555966 or sale of any security, or
556-
557967 (4) is currently subject to any order , judgment or
558968 decree of any court of competent jurisdiction
559969 entered within the last five (5) years
560970 temporarily, preliminarily or permanently
561971 restraining or enjoining such party from engaging
562972 in or continuing to engage in any conduct or
563973 practice involving fraud or deceit in connection
564974 with the purchase or sale of any security.
565-
566975 Nothing in this subsection prohibits the use of general
567976 solicitation or general advertising in connection with the exemption
568977 under this subsection.
569-
570978 As to a particular offering, the Administrator may by rule or
571979 order withdraw or further condition the exemption under this
572980 subsection.
573-
574-ENR. S. B. NO. 568 Page 14
575-
576981 SECTION 2. NEW LAW A new section of law not to be
577982 codified in the Oklahoma Statutes reads as follows:
578-
579983 The Department shall promulgate rules pursuant to the provisions
580984 of this act within ninety (90) days of the effective date of th is
581985 act.
582-
583986 SECTION 3. It being immediately necessary for the pre servation
584987 of the public peace, health or safety, an emergency is hereby
988+
989+SB568 HFLR Page 20
990+BOLD FACE denotes Committee Amendments. 1
991+2
992+3
993+4
994+5
995+6
996+7
997+8
998+9
999+10
1000+11
1001+12
1002+13
1003+14
1004+15
1005+16
1006+17
1007+18
1008+19
1009+20
1010+21
1011+22
1012+23
1013+24
1014+
5851015 declared to exist, by reason whereof this act shall take effect and
5861016 be in full force from and after its passage and approval.
5871017
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.