KRS § 292.350 — KY Code / Title XXV / Chapter 292 / Section 292.350
292.350 Registration by notification
Status: in_force

292.350 Registration by notification.

(1) 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.

(2) 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

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.

(3) 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.