808 KAR 10:170.

Exemption claims from securities registration; form.

 

      RELATES TO: KRS

292.400(9), (12), 292.415(1), 292.420(3)

      STATUTORY AUTHORITY:

KRS 292.415(1), 292.500(3)

      NECESSITY, FUNCTION,

AND CONFORMITY: KRS

292.500(3) authorizes the commissioner to promulgate administrative regulations

necessary to carry out the provisions of KRS Chapter 292. KRS 292.415(1)

requires that before a security may be issued as an exempt security under KRS

292.400(9) or (12), a claim of exemption shall be filed with the commissioner in

the form prescribed by the commissioner. This administrative regulation

establishes the form and content of the claim of exemption that shall be filed

in order to claim an exemption under KRS 292.400(9) or (12).

 

      Section 1. The provisions

of this section shall apply to a matter relating to an exemption from

registration pursuant to KRS 292.400(9).

      (1) The claim of

exemption required to be filed pursuant to KRS 292.415(1) shall contain the

following:

      (a) A declaration

that the KRS 292.400(9) exemption shall be relied upon;

      (b) A sample copy of

the security that will be issued;

      (c) A copy of the articles

of incorporation and bylaws of the issuer or the equivalent governing

instruments;

      (d) A prospectus,

offering circular, or memorandum making full disclosure of material facts,

including a discussion of all salient risk factors;

      (e) A representation

that an offeree or purchaser shall have access to information concerning the

issuer;

      (f) Copies of all

advertising or other material to be distributed in connection with the

offering;

      (g) A copy of the

subscription agreement or other similar agreement;

      (h) A copy of a

proposed agreement or proposed form of agreement with a securities

broker-dealer or underwriter;

      (i) A copy of the

preliminary or definitive Trust Indenture or trust agreement, if any;

      (j)1. Attesting to the

authority of the issuer to offer and sell the security; and

      2. Stating that after the sale the

security shall be a valid, binding obligation of the issuer in accordance with

the issuer's governing documents; and

      (k) A representation

that a commission or other remuneration to be paid in connection with the offer

or sale of the security shall be paid to a person licensed pursuant to KRS

292.330.

      (2) For a one (1)

time offering of securities pursuant to KRS 292.400(9) by a church or other

nonprofit entity, the commissioner

shall apply the North American Securities

Administrators Association's Statement of Policy Regarding Church Bonds.

      (3) For a continuing

offering of securities by a church or other nonprofit entity, the commissioner shall apply the North American Securities

Administrators Association's Statement of Policy Regarding Church Extension

Fund Securities.

 

      Section 2. In a

matter relating to an exemption from registration pursuant to KRS 292.400(12),

the claim of exemption required to be filed pursuant to KRS 292.415(1) shall

contain the following:

      (1) The filing fee

of $250 as required by KRS 292.420(3), payable to the Kentucky State Treasurer;

      (2) A declaration

that the KRS 292.400(12) exemption shall be relied upon;

      (3) A sample copy of

the security that will be issued;

      (4) A copy of the

articles of incorporation and bylaws of the issuer or the equivalent governing

instruments;

      (5) A prospectus,

offering circular, or memorandum making full disclosure of material facts,

including a discussion of all salient risk factors;

      (6) A representation

that an offeree or purchaser shall have access to information concerning the

issuer;

      (7) Current

financial statements of the issuer;

      (8) A copy of the

subscription agreement or other similar agreement;

      (9) A statement as

to how the proceeds of the issue will be used; and

      (10) A

representation that a commission or other remuneration to be paid in connection

with the offer or sale of the security shall be paid to a person licensed

pursuant to KRS 292.330.

 

      Section 3. Incorporation by Reference.

(1) The following material is incorporated by reference.

      (a) "The North American Securities

Administrators Association's Statement of Policy Regarding Church Bonds",

April 2002 edition; and

      (b) "The North American Securities

Administrators Association's Statement of Policy Regarding Church Extension

Fund Securities", April 2002 edition.

      (2) This material may be inspected, copied,

or obtained, subject to applicable copyright law, at the Department of

Financial Institutions, 1025 Capital Center Drive, Frankfort, Kentucky 40601,

Monday through Friday, 8 a.m. to 4:30 p.m. (8

Ky.R. 184; eff. 10-7-81; Am. 11 Ky.R. 1914; eff. 7-9-85; 24 Ky.R. 2183; 25

Ky.R. 90; eff. 6-25-98; 33 Ky.R. 2212; 2954; eff. 4-6-07; TAm eff.

11-7-2012.)