Register December 2009 No. 648
Chapter DFI-Sec 3
REGISTRATION REQUIREMENTS AND PROCEDURES
DFI-Sec 3.01 Registration by coordination.
DFI-Sec 3.02 Registration by qualification.
DFI-Sec 3.03 Prospectus requirements.
DFI-Sec 3.04 Trust indenture requirements.
DFI-Sec 3.05 Registration proceedings.
DFI-Sec 3.06 Amendment of registration statements.
DFI-Sec 3.07 Extension of registration statements.
DFI-Sec 3.08 Periodic reports.
Ch. DFI-Sec 3 Note
Note: Chapter SEC 3 was renumbered chapter DFI-Sec 3 under s. 13.93 (2m) (b) 1., Stats., and corrections made under s. 13.93 (2m) (b) 6. and 7., Stats.,
Register, December, 1996, No. 492.
DFI-Sec 3.01
DFI-Sec 3.01 Registration by coordination. A registration statement under s.
551.303, Stats., shall be submitted on Form U-1, shall contain the following information and be accompanied by the following documents in addition to the information specified in ss.
551.303 (2) and
551.305, Stats.:
DFI-Sec 3.01(1)(a)(a) If the security to be registered is a note, bond, debenture or other evidence of indebtedness, a trust indenture meeting the requirements of
s. DFI-Sec 3.04, unless the requirement to furnish a trust indenture relating to the securities is waived by the division for good cause shown; and
DFI-Sec 3.01(1)(b)
(b) Any other information or copies of any documents required to be filed under form U-1.
DFI-Sec 3.01(2)
(2) In any offering for which a registration statement on U.S. securities and exchange commission Form F-7, F-8, F-9 or F-10 has been filed by coordination with the division, the requirement in s.
551.303 (3) (b), Stats., that a registration statement be on file with the division for at least 10 days is reduced to a requirement that the registration statement be on file with the division for at least 7 days.
DFI-Sec 3.01 History
History: Renum. from SEC 2.04 and am.
Register, December, 1977, No. 264, eff. 1-1-78; am. (intro.),
Register, December, 1979, No. 288, eff. 1-1-80; cr. (3),
Register, December, 1980, No. 300, eff. 1-1-81; renum. (1) to be (1) (a) and am., renum. (2) and (3) to be (1) (b) and (2),
Register, December, 1982, No. 324, eff. 1-1-83; cr. (3),
Register, December, 1991, No. 432, eff. 1-1-92; renum. from SEC 3.21,
Register, December, 1996, No. 492, eff. 1-1-97;
am. (1) (a), r. (2),
Register, December, 1998, No. 516, eff. 1-1-99; correction made under s. 13.93 (2m) (b) 1., Stats.,
Register, December, 1998, No. 516;
CR 08-077: am. (intro.), (1) (a) and (2)
Register December 2008 No. 636, eff. 1-1-09.
DFI-Sec 3.02(1)
(1) A registration statement under s.
551.304 (2), Stats., shall be submitted on Form U-1, shall contain the information prescribed in ss.
551.304 (2) and
551.305, Stats., and if the security to be registered is a note, bond, debenture or other evidence of indebtedness, a trust indenture meeting the requirements of
s. DFI-Sec 3.04, unless the requirement to furnish a trust indenture relating to the securities is waived by the division for good cause shown.
DFI-Sec 3.02(2)
(2) The division may permit the omission of the filing of any information or document required under s.
551.304 (2), Stats., if the division determines that the information or document is not required for the protection of investors.
DFI-Sec 3.02(3)
(3) Any information required under
sub. (1) may be included in a prospectus meeting the requirements of
s. DFI-Sec 3.03, if a cross-reference table is filed showing where the information appears in the prospectus.
DFI-Sec 3.02 History
History: Renum. from SEC 2.05, am. (1) (c) and (g) and (3), and r. and recr. (1) (p),
Register, December, 1977, No. 264, eff. 1-1-78; emerg. am. (1) (h), eff. 6-19-78; am. (1) (h),
Register, September, 1978, No. 273, eff. 10-1-78; am. (1) (intro.),
Register, December, 1979, No. 288, eff. 1-1-80; am. (1) (b) to (g), (n) to (p), (2) and (3),
Register, December, 1980, No. 300, eff. 1-1-81; am. (1) (c) and (m),
Register, December, 1982, No. 324, eff. 1-1-83; renum. from SEC 3.22,
Register, December, 1996, No. 492, eff. 1-1-97;
am. (1) (h), (m),
Register, December, 1998, No. 516, eff. 1-1-99;
CR 08-077: renum. (1) (intro.) to be (1) and am., r. (1) (a) to (q), am. (2) and (3)
Register December 2008 No. 636, eff. 1-1-09.
DFI-Sec 3.03(1)
(1) As a condition of registration, a prospectus, offering circular, or similar document meeting the requirements of
subs. (2),
(3),
(4) and
(5) shall be sent or given to each person to whom an offer is made by or for the account of the issuer or any other person on whose behalf the offering is made, or by any underwriter or broker-dealer who is offering part of an unsold allotment or subscription as a participant in the distribution. The document may be sent or given in hard copy form, or may be provided in compliance with applicable federal requirements for electronic delivery of prospectuses. The document shall be sent or given either before or concurrently with the earlier of any of the following:
DFI-Sec 3.03(1)(a)
(a) Any written offer made to the person, otherwise than by means of public advertisement;
DFI-Sec 3.03(2)
(2) The outside front cover of the prospectus, unless otherwise permitted by the division, shall meet the requirements of any form under the securities act of 1933 or shall contain substantially the following information:
DFI-Sec 3.03(2)(c)
(c) Per share or unit and aggregate public offering price, underwriting or selling commissions and discounts and net proceeds to offeror;
DFI-Sec 3.03(2)(d)
(d) Name of managing underwriter or broker-dealer or statement that the securities are being offered by the issuer;
DFI-Sec 3.03(2)(e)
(e) A statement describing the anticipated secondary market for the securities being offered, including the identity of anticipated market makers;
DFI-Sec 3.03(2)(g)
(g) If the offering is the subject of a registration statement under the securities act of 1933, the following statements in bold-face type:
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.;
DFI-Sec 3.03(2)(h)
(h) If the offering is exempt under section 3 (a) (2), 3. (a) (4), 3. (a) (11) or 4 (2) of the securities act of 1933, and a filing is required to be made under s.
551.304,
551.201 (1) (b) or
551.201 (7), Stats., or rules promulgated thereunder, each of the following 2 statements in bold-face type, as applicable to the offering:
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
DFI-Sec 3.03(3)
(3) The prospectus shall contain a full disclosure of all material facts relating to the issuer and the offering and sale of the registered securities. A prospectus meeting the requirements under the securities act of 1933 that receives full review by the U.S. securities and exchange commission, shall not be subject to disclosure adequacy review or comment by the division. If the offering is being made pursuant to use of either Regulation A or Rule 504 of Regulation D under the securities act of 1933 or Rule 147 under section 3 (a) (11) of the securities act of 1933, the form U-7 disclosure document as adopted in amended form on September 28, 1999 by the North American Securities Administrators Association, Inc. may be used.
DFI-Sec 3.03 Note
Note: The Form U-7 disclosure document is available for review at, and a copy may be downloaded at no charge from, the NASAA Internet Website at
www.nasaa.org.
DFI-Sec 3.03(4)
(4) The disclosure-related provisions of the following guidelines or statements of policy of the North American Securities Administrators Association or other state securities organization listed, may be used by the division for purposes of reviewing the adequacy of disclosure in the prospectus filed with the registration application:
DFI-Sec 3.03(4)(a)
(a) The North American Securities Administrators Statement of Policy Regarding Selling Expenses and Selling Security Holders, as adopted effective September 14, 1989, and amended effective October 24, 1991.
DFI-Sec 3.03(4)(b)
(b) The North American Securities Administrators Association Statement of Policy Regarding Options and Warrants, as adopted effective October 24, 1992.
DFI-Sec 3.03(4)(c)
(c) The North American Securities Administrators Association Statement of Policy on Promotional Shares, adopted September 3, 1987.
DFI-Sec 3.03(4)(d)
(d) The North American Securities Administrators Association Statement of Policy Regarding Unequal Voting Rights, as adopted October 24, 1991.
DFI-Sec 3.03(4)(e)
(e) The North American Securities Administrators Association Statement of Policy regarding real estate programs, adopted April 15, 1980, as amended through August 27, 1990, including comments.
DFI-Sec 3.03(4)(f)
(f) The North American Securities Administrators Association Guidelines for the Registration of Oil and Gas Programs, adopted September 22, 1976, as amended through April 27, 1984.
DFI-Sec 3.03(4)(g)
(g) The North American Securities Administrators Association Guidelines for the Registration of Publicly Offered Cattle Feeding Programs, adopted September 17, 1980.
DFI-Sec 3.03(4)(h)
(h) The North American Securities Administrators Association Statement of Policy Regarding Church Bonds, adopted April 14, 2002.
DFI-Sec 3.03(4)(i)
(i) The North American Securities Administrators Association Health Care Facility Statement of Policy, adopted April 5, 1985.
DFI-Sec 3.03(4)(j)
(j) The Central Securities Administrators Council Statement of Policy on Finance Company Debt Securities, adopted August 12, 1976.
DFI-Sec 3.03(4)(k)
(k) The North American Securities Administrators Association Statement of Policy Regarding Affiliated Transactions, as adopted effective September 14, 1989, and amended effective October 24, 1991.
DFI-Sec 3.03(4)(L)
(L) The North American Securities Administrators Association Statement of Policy on Real Estate Investment Trusts, as adopted April 28, 1981, and amended through September 29, 1993.
DFI-Sec 3.03(4)(m)
(m) The North American Securities Administrators Association Statement of Policy on Registration of Commodity Pool Programs, adopted September 21, 1983, as amended effective August 30, 1990.
DFI-Sec 3.03(4)(n)
(n) The North American Securities Administrators Association Statement of Policy for Equipment Programs, adopted September 21, 1983, as amended April 22, 1988.
DFI-Sec 3.03(4)(o)
(o) The North American Securities Administrators Association Mortgage Program Guidelines, adopted September 10, 1996.
DFI-Sec 3.03(4)(p)
(p) The North American Securities Administrators Association Omnibus Guidelines, adopted March 29, 1992.
