SECTION 8-6-11 (a) (9) OF
THE ALABAMA SECURITIES ACT provides:
as hereinafter in this section expressly provided, sections 8-6-3 through 8-6-9 shall
not apply to any of the following transactions:
transaction which is part of an issue of which there are no more than 10
purchasers (other than those designated in subdivision (a) (8) of the section)
wherever located, of securities from the issuer during any period of 12
consecutive months if:
issuer reasonably believes that all the buyers are purchasing for investment
and not with a view to distribution, and such issuer exercises reasonable care
to assure this investment intent, which reasonable care shall be presumed if
the following conditions as satisfied:
inquiry to determine if the purchaser is acquiring the securities for himself
or for other persons;
disclosure to each purchaser prior to sale that the securities have not been
registered under the act and, therefore, cannot be resold unless they are
registered under the act or unless an exemption from registration is available;
of a legend on the certificate or other document that evidences the securities
stating that the securities have not been registered under the act and setting
forth or referring to the restrictions on transferability and sale of the
commission or other remuneration is paid or given directly or indirectly for
soliciting any prospective buyer; and
public advertising or general solicitation is used in connection with the issue
of which the transaction in reliance on this exemption is a part.
through 8-6-9 shall not apply to any offer made pursuant to this
subdivision (a) (9) in which no sale results.
But the Securities Commission may by rule or order, as to
any security or transaction or any type of security or transaction, withdraw or
further condition this exemption or decrease or increases the number of
purchasers permitted, or waive the conditions in paragraphs a. and b. of this
subdivision (9) with or without the substitution of a limitation on
To apply for an expansion order under
Section 8-6-11 (a) (9); the applicant
shall file with the Commission:
filing fee made payable to the Alabama Securities Commission by non-personal
check or money order. (Section 8-6-11
(c) Code of Alabama, 1975).
to Service of Process (Form
U-2 and U-2(a), if applicable) appointing the Secretary of State,
State of Alabama (Section
8-6-12 (e) (1), Code of Alabama, 1975).
copy of all information to be furnished by the Issuer to the offerees. (This
information should include a description of management personnel; a
balance sheet of the Issuer and General Partner; a discussion of results
of prior performance by the General Partner which is similar to this
offering, if any; and any additional information necessary to an
understanding of the business of the Issuer and this particular
transmittal letter of application requesting an expansion order which
shall include the following:
basis or reason for the requested expansion.
number of purchasers, with the Alabama
purchasers separately stated.
sophistication of the purchasers.
purchaser’s knowledge of and/or affiliation with the proposed transaction and
other information necessary to an understanding of the issuer and/or the
The application will be reviewed and the Issuer or his
attorney contacted concerning the availability of the expansion Order.