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CHAPTER 830-X-4 REGISTRATION OF SECURITIES TABLE OF CONTENTS |
830-X-4-.01 Applications 830-X-4-.02 Filing Of
Prospectus 830-X-4-.03 Content And
Form Of Prospectus 830-X-4-.04 Termination
Date Of Prospectus 830-X-4-.05 Circulation
Of Preliminary Prospectuses 830-X-4-.06 Financial
Statements 830-X-4-.07 Promoters
Equity Investment Ratio 830-X-4-.08 Dilution 830-X-4-.09 Expense
Limitation 830-X-4-.10 Preferred
Stock Or Debt Securities 830-X-4-.11 Escrow Of
Proceeds 830-X-4-.12 Escrow Of
Securities 830-X-4-.13 Capital
Structure Of Unseasoned Corporations 830-X-4-.14 Options Or
Warrants Granted Underwriters 830-X-4-.15 Options Or
Warrants To Officer, Employees And Others 830-X-4-.16 Independent
Transfer Agent And/Or Registrar 830-x-4-.17 Credit Sales
Prohibited 830-X-4-.18 Consent Of
Experts 830-X-4-.19 Price
Escalation 830-X-4-.20 Separate
Registration of Portfolios And Series Issued By 830-X-4-.21 NASAA
Guidelines 830-X-4-.22 Amendments 830-X-4-.01
Applications. Applications for registration of securities by
Coordination shall be submitted on Form U-1, the uniform Application to Register
Securities. Applications for registration of securities by Qualification shall
be submitted on Form 33 supplied by the Securities Commission. All information
requested on the application is essential and must be furnished. An application
which is not adequately and properly submitted will be returned for completion.
Additional exhibits not called for in the application, but which are essential
to a full representation of the facts, should be furnished and properly
identified. All exhibits filed become a part of the permanent records of this
office. Author: Statutory Authority: Code
of Ala. 1975, §8-6-23. History: Filed September 30, 1982. Readopted: Filed November 9, 1983. 830-X-4-.02
Filing Of Prospectus. (1) An applicant for
registration of securities must file a related prospectus containing significant
information about the issuer and the offering so that the Commission may
ascertain if the proposed offering meets the requirements of Title 8, Code of
Ala. 1975. The prospectus must be in the hands of a prospective purchaser
prior to the consummation of the sale of any securities thereof and every
prospectus must carry the following information shown boldly on the outside
cover: "THESE SECURITIES ARE
OFFERED PURSUANT TO AN ORDER OF REGISTRATION ISSUED BY THE ALABAMA SECURITIES
COMMISSION. THE COMMISSION DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY
SECURITIES, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY PROSPECTUS
OR SELLING LITERATURE; ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE." (2) Any prospectus which
depicts the United States Securities and Exchange Commission's statement
pursuant to a registration statement filed under the Securities Act of 1933 or a
letter of notification under Regulation A or a schedule under Regulation B of
the General Rules and Regulations of the Securities Act of 1933 will be
considered in conformance with the above requirement. Author: Statutory Authority: Code
of Ala. 1975, §8-6-23. History: Filed September 30, 1982. Readopted: Filed November 9, 1983. 830-X-4-.03
Content And Form Of Prospectus. (1) The prospectus must
contain information to provide full disclosure of financial and other
information about the company and/or its securities which would enable a prudent
individual to make an informed and realistic evaluation of the worth of the
company and/or of the securities offered. (2) Exhibit Form 1 to the
Commission Application Form RQ provides the type of information that must be
contained in a prospectus of a General Issue. For other types of issues, such
as, but not limited to, Real Estate Programs and Oil and Gas Programs, form and
guidelines as to disclosure provided by the Securities and Exchange Commission
and the North American Securities Administrators Association, or its successor,
will be acceptable to the Commission. (3) The information
required in a prospectus shall not be set forth in such fashion as to obscure
any of the required information or any information necessary to keep the
required information from being incomplete or misleading. (4) All information
contained in a prospectus shall be set forth under appropriate captions or
headings reasonably indicative of the principal subject matter set forth
thereunder. Except as to financial statements and other tabular data, all
information set forth in a prospectus shall be divided into reasonably short
paragraphs or sections. (5) Every prospectus shall
include a reasonably detailed table of contents showing the subject matter of
the various sections or subdivisions of the prospectus and the page number on
which each such section or subdivision begins. (6) Except as to financial
statements and information required in tabular form, the information set forth
in a prospectus may be expressed in condensed or summarized form. (7) Illustrations and
comparative graphs to make comparisons with other companies or that incorporate
projected data concerning any subject matter may not be used in a prospectus to
be filed with any application for registration of securities unless the same are
necessary to a full disclosure of material facts to enable an investor to make
an informed judgement of the offering. (8) Graphs or charts used
in addition to the textual description to illustrate the dilution of the
investors's equity, the difference of the public offering price and price paid
by promoters and insiders, the percentage of equity purchased by the public
investor and the percentage purchased by the insiders and/or the use of the
proceeds from the offering will be acceptable to the Commission. (9) Photographic
reproductions of principal properties or important products in prospectuses are
permissible where they do not create a misleading impression. (10) Accurate maps or
surveys, established corporation symbols or trademarks are permissible where
they do not create a misleading impression. (11) The prospectus may be
printed, mimeographed, lithographed, or typewritten or prepared by any similar
process which will result in clearly legible copies. If printed, it shall be set
in Roman type at least as large as ten-point modern type, except that financial
statement and other statistical or tabular matter may be set in Roman type at
least as large as eight-point modern type. All type shall be leaded at least two
points. (12) When an offering of
securities is being made in this state under an order of registration and the
offering is also being made pursuant to a registration statement effective with
the Securities and Exchange Commission or a Regulation A exemption under the
provisions of the Securities Act of 1933, the prospectus submitted with the
registration statement or the offering circular submitted with the Regulation A
Notification to the appropriate SEC office may be used in this state instead of
the prospectus required by the Securities Commission's rules. Author: Statutory Authority: Code
of Ala. 1975, §8-6-23. History: Filed September 30, 1982. Readopted: Filed November 9, 1983. Amended: Filed September 28, 1990. 830-X-4-.04
Termination Date Of Prospectus. (1) In the event that an
offering of securities is not completed within nine (9) months from the
effective date of registration, a revised prospectus shall be prepared and filed
for approval by the Commission not later than thirty (30) days prior to the
expiration date of the prospectus then in use. The revised prospectus shall
provide supplemental information as may be deemed necessary by the Commission in
order that investors may exercise an informed judgment in determining whether or
not to purchase such securities. Such information shall include updated
financial statements. (2) No prospectus shall be
used after the material contained therein becomes materially inaccurate or
misleading. In such event, sales shall be discontinued and a revised prospectus
shall be prepared and filed for approval by the Securities Commission. (3) This rule shall not
apply to offerings by open-end investment companies or offerings subject to the
provisions of the Securities Act of 1933 and General Rules and Regulations
thereunder as amended. Author: Statutory Authority: Code
of Ala. 1975, §8-6-23. History: Filed September 30, 1982. Readopted: Filed November 9, 1983. 830-X-4-.05
Circulation Of Preliminary Prospectuses. Preliminary prospectuses
may be distributed in Alabama by a registered Alabama dealer or by an issuer
provided that an application to register the securities offered is pending
before the Commission, and provided: (a) An application to
register the securities is also pending before the Securities and Exchange
Commission. (b) The applicant has not
been notified of proceedings under Section 8(b) or 8(d) of the Securities Act of
1933 or by this Commission that the application for registration is
substantially deficient and the circulation of a preliminary prospectus is not
appropriate in light of the deficient application. (c) The outside front cover
page of the prospectus shall bear, in red ink, the caption, "Preliminary
Prospectus," the date of its issuance, and the following statement printed
in type as large as that generally in the body thereof: "A REGISTRATION
STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, BUT HAS NOT YET BECOME EFFECTIVE. INFORMATION CONTAINED
HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BY ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE." Author: Statutory Authority:
Code of Ala. 1975, §8-6-23. History: Filed September 30, 1982. Readopted: Filed November 9, 1983. 830-X-4-.06
Financial Statements. (1) All financial
statements required by these rules or any official form of the Commission shall
be prepared in accordance with generally accepted accounting principles. All
such financial statements should normally be on a consolidated basis with
respect to a parent corporation or corporations in which it owns directly or
indirectly more than 50% of the outstanding voting securities, but exceptions to
this requirement may be made for good cause in particular cases. Any financial
statements prepared in accordance with the rules and requirements of the
Securities and Exchange Commission and satisfying the requirements of that
Commission, shall be deemed to satisfy the requirements of this rule. The
financial statements, including financial statements in an offering under
Regulation A of the Securities Act of 1933, shall be audited by independent
certified public accountants or independent public accountants, as set forth in
the following paragraphs. (2) The registrant shall
file a balance sheet as of a date within 90 days prior to the date of filing the
registration statement. This balance sheet need not be certified; however, if
this balance sheet is not certified, there shall be filed, in addition, a
certified balance sheet as of the registrant's last fiscal year, unless such
last fiscal year ended within 90 days of the date of filing, in which case there
shall be filed a certified balance sheet as of the end of the registrant's next
preceding fiscal year. Companies in the development stage, including those which
have not begun operations, shall file an audited balance sheet notwithstanding
the date of filing of the registration statement. (3) The registrant shall
file statements of profit and loss, changes in financial position, and changes
in the capital accounts for each of the last two fiscal years preceding the date
of the latest balance sheet filed (or, if the issuer has been in business for
less than two years, then for such time as the issuer has been in business) and
for the period, if any between the close of the latest of such fiscal years and
the date of the latest balance sheet filed. These statements shall be certified
up to the date of the latest certified balance sheet filed; the statements for
the interim period need not be certified. Companies in the development stage,
including those which have not begun operations, may file an audited statement
of cash receipts and disbursements in lieu of the statements of profit and loss
and changes in financial position. (4) If any of the proceeds
of the securities herein offered for registration are to be used directly or
indirectly for the purchase of any business or portion thereof, financial
statements of such business or portion thereof are required to be filed the same
as if such business were the registrant. (5) While the foregoing is
established as general guidelines for the submission of financial statements,
the Commission may also require the filing of additional statements and/or
schedules or if consistent with the protection of the investors may waive or
modify portions of the above requirements. (6) Financial statements
required to be audited shall be accompanied by the report of the independent
certified public accountant or independent public accountant, one copy of which
filed with the Commission shall be manually signed by such accountant. Author: Statutory Authority: Code
of Ala. 1975, §8-6-23. History: Filed September 30, 1982. Readopted: Filed November 9, 1983. 830-X-4-.07
Promoters Equity Investment Ratio. (1) In offerings where the
issuer is the promotional or developmental stage, the promoters, insiders,
officers, directors and organizers shall participate to the minimum extent of
fifteen percent (15%) of the total amount of capital and contributed surplus
represented by equity securities being offered to the public. The promoters'
equity securities shall be paid for in cash or with tangible assets reasonably
valued. In determining the reasonable value of tangible assets contributed, the
Commission may take into consideration any values as determined by one or more
independent appraisals or otherwise. (a) An issuer which is in
the "promotional and developmental stage" shall mean an issuer which
has no significant record of operations or earnings prior to the proposed
offering date or the offering of whose securities cannot be justified on the
basis of such record. (b) The promoters shall pay
for such securities in the minimum ratio of 1 for 2; for example, common stock
proposed to be offered to the investing public at $5.00 per share may not be
purchased by a promoter or insider at less than $2.50 per share. (2) In all limited
partnership offerings, the following will be acceptable in lieu of a 15% ratio
of equity investment: (a) In order that a general
partner(s) be sufficiently capitalized to indicate the ability to perform the
commitments which are made in regard to such programs, the net worth of the
general partner(s) must be equal to 15% of the aggregate amount of limited
partnership interests to be sold with a maximum net worth requirement of
$250,000. The net worth of a general partner(s) shall be revealed by a balance
sheet prepared in accordance with generally accepted accounting principles. (b) The general partner(s)
shall make a direct investment, net of commissions, in the limited partnership(s)
equal to 5% of the aggregate amount of limited partnership interests to be sold
with a maximum participation requirement of $100,000. The required participation
may be reduced by 10% of the general partner(s) net worth in excess of the
amount required by (1) above. Author: Statutory
Authority: Code of Ala. 1975, §8-6-23. History: Filed September 30, 1982. Readopted: Filed November 9, 1983. 830-X-4-.08
Dilution. Equity shares sold to the public shall not have a
greater dilution than sixty percent (60%). To determine the book value of all
shares outstanding upon completion of the offering add the net proceeds of the
public offering (the amount remaining after deduction commissions and expenses
of the offering) to the net tangible book value of the company before the
offering and divide this resulting dollar amount by the total number of shares
to be outstanding upon completion of the offering. All prospectuses and offering
circulars must contain a paragraph headed DILUTION showing the method used in
arriving at the book value of all shares outstanding upon completion of the
public offering and the increase in value of the insiders' shares. Author: Statutory Authority: Code
of Ala. 1975, §8-6-23. History: Filed September 30, 1982. Readopted: Filed November 9, 1983. Amended: Filed September 28, 1990. Amended: Filed January 25, 1996; effective February 29, 1996. 830-X-4-.09
Expense Limitation. (1) The total expenses of
an offering of securities shall not in the aggregate exceed 20% of the gross
proceeds of the offering. (2) The expenses for
marketing the securities paid by the issuer shall not exceed 15% of the gross
proceeds of the offering. (3) Total expenses shall
include: underwriting discounts and commissions, value of options or warrants
granted underwriters, finders' fees, printing and engraving, advertising,
registration and filing fees, legal fees and expenses, accounting fees and
expenses and all other expenses directly or indirectly incurred in connection
with the sale of securities. (4) Marketing expenses
shall include: underwriting discounts and commissions, value of options or
warrants granted underwriters, finders' fees, underwriters' expense allowances
and all other expenses directly or indirectly incurred in connection with the
marketing of securities. Author: Statutory Authority: Code
of Ala. 1975, §8-6-23. History: Filed September 30, 1982. Readopted: Filed November 9, 1983. 830-X-4-.10
Preferred Stock Or Debt Securities. (1) Issuers in a
promotional or development phase will not normally qualify to issue preferred
stock or debt securities. (2) An issuer of preferred
stock should have earnings after provision for federal income taxes determined
in accordance with generally accepted accounting principles for the last fiscal
year, excluding extraordinary items, sufficient to pay the dividends on the
securities to be offered to the public and there shall be no indication that
during the current fiscal year earnings, excluding extraordinary items, will not
be less than the required amount to pay dividends on the securities to be
offered to the public. (3) An issuer of debt
securities should have earnings before provision for federal income taxes
determined in accordance with generally accepted accounting principles for the
last fiscal year, excluding extraordinary items, sufficient to pay the interest
on the securities to be offered to the public and there shall be no indication
that during the current fiscal year earnings, excluding extraordinary items,
will not be less than the required amount to pay interest on the securities to
be offered to the public. (4) All debt securities
must be issued under a trust indenture with a bank acting as trustee. The trust
indenture must comply with the provisions of the Trust Indenture Act of 1939,
whether or not the indenture is required to be qualified under the Act. The
indenture must contain a provision for a sinking fund sufficient to retire
approximately 75% of the debt prior to maturity unless the debt is to mature
serially or the debt has a short-term maturity (5 years or less). Author: Statutory Authority: Code
of Ala. 1975, §8-6-23. History: Filed September 30, 1982. Readopted: Filed November 9, 1983. 830-X-4-.11
Escrow Of Proceeds. (1) As a condition to
registration, where the offering is on a "best efforts" basis, the
success of the venture is dependent on the proceeds of the offering or the
issuer is in a promotional or developmental phase, the Commission may require
that all or part of the proceeds from the sale of securities be escrowed until
the issuer deposits a specified minimum amount from the sale of such securities
within a specified period of time to accomplish the purposes of the offering
and/or until certain stipulated requirements are met. The escrow agreement shall
be in the form suitable to the Commission. (2) The escrow agent shall
be a commercial bank or trust company. Checks, drafts and money orders for the
purchase of securities shall be made payable to the escrow agent. If a
broker/dealer is acting as underwriter or selling agent for the issuer, payments
may be made to such broker/dealer who shall promptly make remittance to the
escrow agent. Author: Statutory Authority: Code
of Ala. 1975, §8-6-23. History: Filed September 30, 1982. Readopted: Filed November 9, 1983. 830-X-4-.12
Escrow Of Securities. (1) In circumstances where
there is a substantial disparity between the proposed public offering price of
securities and the consideration paid by promoters or insiders for such
securities or if securities have been issued or are intended to be issued for
any patent right, copyright, trademark, process, formula, goodwill, promotion
fees or expenses, going concern value of other intangible assets, the Commission
may require as a condition to the registration of securities an escrow of all or
part of the securities issued to promoters or insiders. (2) The escrow agreement
shall be in a form suitable to the Commission and shall provide that the owners
of such securities shall not be entitled to sell or transfer the securities or
withdraw the securities from escrow until: (a) The company has each
year for two consecutive fiscal years net earnings after payment of federal
income taxes equal to 5 percent (5%) of the initial public offering price times
the average number of shares of the company's common stock outstanding in each
respective year, or (b) All shareholders shall
have been paid a dividend or dividends aggregating not less than 6% of the
initial offering price shown to the satisfaction of the Commission to have been
actually earned on the investment. (3) In the event of a
voluntary or involuntary dissolution, the owners of such escrowed securities
shall not participate in the assets until the owners of all other securities
have been paid in full. Author: Statutory Authority: Code
of Ala. 1975, §8-6-23. History: Filed September 30, 1982. Readopted: Filed November 9, 1983. 830-X-4-.13
Capital Structure Of Unseasoned Corporations. Classes of Stock--No
issuer in the formative stages or without operating profits shall register or
have outstanding any class, type or kind of security except one (1) class of
common stock. Author: Statutory Authority:
Code of Ala. 1975, §8-6-23. History: Filed September 30, 1982. Readopted: Filed November 9, 1983. 830-X-4-.14
Options Or Warrants Granted Underwriters. (1) The Commission will not
allow the granting of options or warrants to underwriters unless the following
criteria is met: (a) They are issued to the
underwriters under a firm underwriting agreement and are not assignable or
transferable for a period of one year from date of issuance except to (1)
partners of the underwriters when the underwriter is a partnership, and (2)
officers or directors of the underwriters when the underwriter is a corporation. (b) The number of shares
covered by the warrants or options do not exceed ten percent of the shares being
offered to the public in the offering under consideration. (c) The initial exercise
price of the options is at least equal to the public offering price with a
"step-up" of the exercise price of 7% each year they are outstanding,
or in the alternative, an overall 20% step-up. The step-up shall commence 12
months after the grant of the option or warrant. The election as to the step-up
rate must be made at the time the option or warrant is issued. (d) The options or warrants
do not exceed five (5) years in duration and are exercisable no sooner than
eleven (11) months after issuance. (e) The options or warrants
are issued by a relatively small company in the promotional stage where it
appears from all the facts and circumstances that the issuance of such options
is necessary to obtain competent investment banking service, provided that the
direct commissions to the underwriters are lower than the usual and customary
commissions would be in absence of such options. (2) That in the computation
of costs involved in the issue, it is hereby established that 20% of the
original public offering price of the option to underwriters shall be used by
the Commission in considering the overall cost limitation of the issue as set
forth in Rule 830-X-4-.09. Author: Statutory Authority: Code
of Ala. 1975, §8-6-23. History: Filed September 30, 1982. Readopted: Filed November 9, 1983. 830-X-4-.15
Options And Warrants To Officer, Employees And_Others. (1) The number of options
issued or reserved for issuance shall be reasonable in number and the exercise
price of such options and warrants shall not be less than fair market value at
the date of granting. In the event such warrants and options exceed 10% of the
shares to be outstanding upon completion of the offering, the issuer shall
submit a written analysis supporting the reasonableness of the issuer's warrant
and option policy. (2) Options or warrants
issued in connection with private placement financing arrangements made by the
issuer may be excluded from the ten percent computation of the ruling if the
exercise price of the warrant or option is not less than fair market value at
time of issuance and the following conditions are met: (a) The options or warrants
are issued contemporaneously with the issuance of the evidence of indebtedness
of the loan and expire no later than the final maturity date of the loan; (b) The options or warrants
are issued as a result of a bona fide negotiation between the issuer and parties
not affiliated with the issuer; (c) The options or warrants
are issued to obtain favorable financing arrangements in a private placement
financing with persons not affiliated with the issuer; and (d) The number of shares
issuable upon exercise of the options or warrants multiplied by the exercise
price thereof does not exceed the face amount of the loan. (3) Options and warrants
issued in connection with acquisitions, reorganizations, consolidations or
mergers may be excluded in determining the reasonableness of the number of
shares covered by warrants and options if they are issued to parties not
affiliated with the issuer. In the event the earnings per share of the issuer
would be diluted in excess of 10% by the issuance of shares upon exercise of
such options and warrants, the issuer shall submit an analysis upholding the
reasonableness of the issuance of such options or warrants. (4) The requirements of
this ruling shall apply to applications for registration of equity securities or
securities convertible into equity securities. In the event that a written
analysis supporting the reasonableness of a warrant and option policy is
unacceptable, the Commission may disregard the number of shares reserved for
issuance covered by options and warrants if it is stated in the prospectus that
the issuer will not grant options or warrants to purchase shares which would
result in there being outstanding options or warrants covering a total of shares
in excess of 10% of the then outstanding shares. Author: Statutory Authority: Code
of Ala. 1975, §8-6-23. History: Filed September 30, 1982. Readopted: Filed November 9, 1983. 830-X-4-.16
Independent Transfer Agent And/Or Registrar. (1) Every issuer of a
security required to be registered by Qualification or Coordination having in
excess of 100 security holders of record after distribution of its securities
shall be required to appoint and maintain an independent transfer agent and/or
registrar for its securities. (2) Each agency agreement
shall provide that the following records will be maintained or preserved for a
period of not less than six (6) years: (a) Blotters of other
records of original entry containing itemized daily record of all receipts and
deliveries of the issuer's securities. (b) Ledger reflecting the
individual transfer records for the issuer's separate securities. (c) A separate ledger
record of restricted securities and restrictive legend thereon. Author: Statutory Authority: Code
of Ala. 1975, §8-6-23. History: Filed September 30, 1982. Readopted: Filed November 9, 1983. 830-X-4-.17
Credit Sales Prohibited. There shall be no securities offered or
sold on credit or credit terms nor shall the offerer or any related person
arrange credit for any purchase of securities. Credit and credit terms as used
in this rule include but are not limited to installment contracts, postdated
checks, notes and bank endorsements. Author: Statutory Authority: Code
of Ala. 1975, §8-6-23. History: Filed September 30, 1982. Readopted: Filed November 9, 1983. 830-X-4-.18
Consents Of Experts. The following rule shall not apply if the
registrant has submitted written consents or said written consents required
herein have been waived or are not required by the Securities and Exchange
Commission in support of a registration statement filed with the Securities and
Exchange Commission. (a) If any portion of the
report of an expert is quoted or summarized as such in the registration
statement or in a prospectus, the written consent of the expert shall expressly
state that the expert consents to such quotation or summarization. (b) If it is stated that
any information contained in the registration statement has been reviewed or
passed upon by any person and that such information is set forth in the
registration statement upon the authority of or in reliance upon such persons as
experts, the written consents of such persons shall be filed with the
registration statement. Author: Statutory Authority: Code
of Ala. 1975, §8-6-23. History:
Filed September 30, 1982. Readopted: Filed November 9, 1983. 830-X-4-.19
Price Escalation. The price of equity securities after the first
offering by the issuer under an order or registration must be justified by: (a) Market Value; (b) Book Value, using
tangible items only; or (c) Capitalization of
average annual profits covering a period of at least two (2) years without the
use of non-recurring items. Author: Statutory Authority: Code
of Ala. 1975, §8-6-23. History:
Filed September 30, 1982. Readopted: Filed November 9, 1983. 830-X-4-.20
Separate Registration Of Portfolios And Series Issued By Open-End
Management Investment Companies. (1) Open-end management
investment companies which intend to register more than one portfolio or series
must make a separate registration filing for each additional portfolio or series
to be registered. (2) Any document or
exhibits previously on file may be incorporated by reference. (3) A separate U-1
application must be used for each portfolio or series registration filing unless
Rule 830-X-4-.20(4) is applicable. A separate filing fee as calculated by Code
of Ala. 1975, Section 8-6-8, must be paid for each portfolio or series
registration filing, and a separate certificate will be issued for each
portfolio or series registered. (4) The same U-1
application may be used for each portfolio or series registration filing
provided the portfolios or series listed on the U-1 share the same federal
registration statement and will go effective with the SEC simultaneously.
However, a separate filing fee as calculated by Code of Ala. 1975,
Section 8-6-8, must be paid for each portfolio or series registration filing,
and a separate certificate will be issued for each portfolio or series
registered. Author: Statutory Authority: Code
of Ala. 1975, §8-6-23. History: Filed
September 28, 1990. 830-X-4-.21
NASAA Guidelines. (1) Unless a specific rule
promulgated herein or a state statute conflicts with the Guidelines, in which
case the specific rule or statute will control, NASAA Guidelines, as published,
will provide the basis for review of: (a) Affiliate Transactions (b) Options and Warrants (c) Nonvoting Stock (d) Cheap Stock (e) Oil and Gas Programs (f) Real Estate Programs (g) Real Estate Investment
Trusts (h) Equipment Programs (i) Commodity Pool Programs (2) Other NASAA Guidelines,
as published, shall be applied as needed unless such guideline conflicts with a
specific rule promulgated herein or a state statute. Author: Statutory Authority:
Code of Ala. 1975, §8-6-23. History: Filed
September 28, 1990. 830-X-4-.22
Amendments. While an order of registration is in effect, there
shall be no amendments thereto which will: (a) Increase the price of
the shares being offered, (b) Increase the number of
shares being offered, (c) Increase the selling
expense factor, or (d) Make any material
change with reference to the use of proceeds. Author: Statutory Authority:
Code of Ala. 1975, §8-6-23. History: Filed September 30, 1982. Readopted: Filed November 9, 1983. Amended: Filed September 28, 1990. Ed. Note: Formerly Rule No. 830-X-4-.20. |
