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.)