Second Regular Session S.B. 1425
PROPOSED AMENDMENT
SENATE AMENDMENTS TO S.B. 1425
(Reference to printed bill)
Page 4, line 23, strike "230.504(b)(2)" insert "230.504"
Line 24, strike "or suitable"
Line 31, strike "230.504(b)(2)" insert "230.504"
Line 32, strike "registered" insert "offered"
Line 34, strike "effective"; strike "certificate of"
Line 35, strike "registration" insert "offering"
Line 37, strike "being registered"
Line 42, strike "The registration of"
Line 45, strike "issuer" insert "dealer"
Page 5, line 2, strike "issuer" insert "dealer"
Strike lines 5 through 7, insert:
"(ii) The issuer shall display the following notice on the cover page of the disclosure document in a conspicuous manner in at least twelve-point boldface type:
In making an investment decision, investors shall 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 division 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 allowed by 17 code of federal regulations and applicable state securities laws, pursuant to registration or exemption from registration. Investors must be aware that they are required to bear the financial risks of this investment for an indefinite period of time.
(f) One copy of the notice on form D filed with the SEC is filed with the commission not later than fifteen calendar days after the first sale of securities in or from this state."
Reletter to conform
Page 5, line 8, strike "The registration of"; strike "suitable"
Line 10, after "is" insert "not the issuer and who is"; after "state" insert a period
Strike lines 11 and 12
Line 13, strike "Registration if"; strike "who will" insert "to"; after "sales" insert "if the dealer"
Line 15, strike "being registered in order for" insert "and"; strike "to"
Line 16, strike "determine" insert "determines"
Between lines 20 and 21, insert:
"(h) The exemption may not be used if an issuer or person affiliated with the issuer or offering is subject to disqualification pursuant to any of the following:
(i) this chapter.
(ii) a rule or order of the commission.
(iii) the securities act of 1933, 15 united states code section 77c(a)(11).
(iv) the securities act of 1933, 17 code of federal regulations section 230.262.
(i) The commission may set aside disqualification if:
(i) on a showing of good cause and without prejudice to any other action by the commission, the commission determines that it is not necessary that an exemption be denied under the circumstances.
(ii) the issuer establishes that it made a factual inquiry into whether any disqualification existed under subdivision (h) of this paragraph but did not know and could not have known with the exercise of reasonable care that a disqualification existed. The nature and scope of the requisite inquiry will vary based on the circumstances of the subject issuer and the other offering participants."
Page 12, line 8, strike "shall" insert "may"
Line 9, strike "230.504(b)(2)" insert "230.504"
Amend title to conform