292.350 Registration by notification.
(1)
(2)
The following securities may be registered by notification, whether or not they are
also eligible for registration by coordination under KRS 292.360:
(a) Any security whose issuer and any predecessors have been in continuous
operation for at least five (5) years if:
1.
There has been no default during the current fiscal year or within the
three (3) preceding fiscal years in the payment of principal, interest, or
dividends on any security of the issuer (or any predecessor) with a fixed
maturity or a fixed interest or dividend provision; and
2.
The issuer and any predecessors during the past three (3) fiscal years
have had average net earnings, determined in accordance with generally
accepted accounting practices, which are applicable to all securities
without a fixed maturity or a fixed interest or dividend provision and
which equal at least five percent (5%) of the amount of securities
without a fixed maturity or a fixed interest or dividend provision
outstanding at the date the registration statement is filed (as measured by
the maximum offering price or the market price on a day selected by the
registrant within thirty (30) days before the date of filing the registration
statement, whichever is higher, or if there is neither a readily
determinable market price nor an offering price, book value on a day
selected by the registrant within ninety (90) days of the date of filing the
registration statement), or if the issuer and any predecessors have not
had any securities without a fixed maturity or a fixed interest or dividend
provision outstanding for three (3) full fiscal years, equal at least five
percent (5%) of the amount (as measured by the maximum public
offering price) of such securities which will be outstanding if all the
securities being offered or proposed to be offered (whether or not they
are proposed to be registered or offered in this state) are issued;
(b) Any security registered for nonissuer distribution if any security of the same
class has ever been registered under this chapter or a predecessor law, or the
security being registered was originally issued pursuant to an exemption under
this chapter or a predecessor law or, if previously publicly offered and sold,
was not offered and sold within this state.
A registration statement under this section shall contain the following information
and be accompanied by the following documents, in addition to payment of the
registration fee prescribed in KRS 292.380 and, if required under KRS 292.430, a
consent to service of process meeting the requirements of that section:
(a) A statement demonstrating eligibility for registration by notification;
(b) With respect to the issuer: its name, address, and form of organization; the
state (or foreign jurisdiction) and the date of its organization; and the general
character and location of its business;
(c) With respect to any person on whose behalf any part of the offering is to be
made, if such person is an officer, director, partner, or any person occupying a
(3)
similar status or performing similar functions, or any person directly or
indirectly controlling the issuer, his name and address; the amount of
securities held by him as of the date of the filing of the registration statement;
and a statement of his reasons for making the offering;
(d) A description of the securities being registered;
(e) Total amount of securities to be offered and amount of securities to be offered
in this state;
(f) The price at which the securities are to be offered for sale to the public, if
other than at the market price thereof; any known variation therefrom at which
any portion of the offering is to be made to any persons, other than as
underwriting and selling discounts or commissions; and the estimated
maximum aggregate underwriting and selling discounts or commissions and
finders' fees (including cash, securities, or anything else of value, if any);
(g) Names and addresses of the managing underwriters, if any, and a description
of the plan of distribution, if any, of any securities which are to be offered
otherwise than through an underwriter;
(h) Description of any security options outstanding or to be created in connection
with the offering;
(i) Any adverse order, judgment, or decree previously entered in connection with
the securities being registered by any court or securities and exchange
commission;
(j) A copy of any offering circular or prospectus, if any, intended, or ordered by
the commissioner, to be used in connection with the offering;
(k) In the case of any registration under paragraph (b) of subsection (1) which
does not also satisfy the conditions of paragraph (a) of subsection (1), a
certified balance sheet of the issuer as of its last fiscal year ended and a
balance sheet of the issuer as of a date within four (4) months prior to the
filing of the registration statement and a statement of income for each of the
two (2) fiscal years preceding the date of the certified balance sheet, the last of
which is to be certified, and for any period between the close of the last fiscal
year and the date of the last balance sheet or for the period of the issuer's and
any predecessor's existence if less than two (2) years; and
(l) Such additional information as the commissioner may by rule or order require.
If no stop order is in effect and no proceeding is pending under KRS 292.390, a
registration statement under this section automatically becomes effective at three
o'clock eastern standard time in the afternoon (3:00 p.m.) of the fifth full business
day after the filing of the registration statement or the last amendment, or at such
earlier time as the commissioner determines.
Effective: July 15, 2010
History: Amended 2010 Ky. Acts ch. 24, sec. 863, effective July 15, 2010. -- Amended
1994 Ky. Acts ch. 165, sec. 6, effective July 15, 1994. -- Amended 1982 Ky. Acts
ch. 346, sec. 4, effective July 15, 1982. -- Amended 1972 Ky. Acts ch. 265, sec. 5. -Amended 1968 Ky. Acts ch. 56, sec. 2. -- Created 1960 Ky. Acts ch. 110, sec. 4,
effective January 1, 1961.
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