KRS § 292.380 — KY Code / Title XXV / Chapter 292 / Section 292.380
292.380 General provisions regarding registration of securities
Status: in_force

292.380 General provisions regarding registration of securities.

(1) Except as otherwise expressly provided in this chapter, a registration statement

under this chapter becomes effective when the commissioner so orders. The

commissioner may require as a condition of registration under this chapter that a

prospectus containing any designated part of the appropriate information specified

in this chapter be sent or given to each person to whom an offer is made before or

concurrently with:

(a) The first written offer made to him (otherwise than by means of a public

advertisement) by or for the account of the issuer or any other person on

whose behalf the offering is being made, or by any underwriter or broker-

dealer who is offering part of an unsold allotment or subscription taken by

him as a participant in the distribution;

(b) The confirmation of any sale made by or for the account of any such person;

(c) Payment pursuant to any such sale; or

(d) Delivery of the security pursuant to any such sale, whichever first occurs; but

the commissioner shall accept for use under any such requirement a current

prospectus or offering circular regarding the same securities filed under the

Securities Act of 1933, 15 U.S.C. secs. 77a et seq., or regulations thereunder.

(2) A registration statement may be filed by the issuer, any other person on whose

behalf the offering is to be made, or a registered broker-dealer. Any document filed

under this chapter or a predecessor law within five (5) years preceding the filing of a

registration statement may be incorporated by reference in the registration statement

to the extent that the document is currently accurate. The commissioner may by rule

or otherwise permit the omission of any item of information or document from any

registration statement.

(3) The commissioner may require as a condition of registration by qualification or

coordination that (a) the proceeds from the sale of the registered security be

impounded until the issuer receives a specified amount or (b) any security issued

within the past three (3) years, or to be issued, to a promoter for a consideration

substantially different from the public offering price, or to any person for a

consideration other than cash, be delivered in escrow. The commissioner may by

rule or order determine the conditions of any escrow or impounding required

hereunder. The commissioner shall not reject a depository solely because of location

in another state. All securities delivered in escrow to the commissioner or some

other depository satisfactory to him which have not previously been released shall

be released from escrow no later than ten (10) years after the date of delivery into

escrow.

(4) The commissioner may also require as a condition of registration by qualification

that the issuer undertake to keep the securities registered under this chapter for a

period of up to five (5) years or until the securities become exempt securities under

KRS 292.400 or become covered securities, and that the issuer forward to its

security holders audited annual financial statements during the period for which the

shares are registered. The commissioner may by rule or order impose other

undertakings.

(5) For the registration of securities by notification, coordination, or qualification, there

shall be paid to the commissioner an examination fee of one hundred twenty-five

dollars ($125) and a registration fee of three-fiftieths of one percent (0.06%) of the

aggregate offering price of the securities which are to be offered in this state, but the

registration fee shall in no case be less than sixty dollars ($60) nor more than one

thousand two hundred dollars ($1,200). The examination fee and the registration fee

shall be payable in separate checks. When a registration statement is withdrawn

before the effective date or a pre-effective stop order is entered under KRS 292.390,

the commissioner shall retain the examination fee. For a registration by notification

for market-making purposes only the examination fee need be paid.

(6) When securities are registered by notification or by coordination or by qualification,

they may be offered and sold by the issuer, any other person on whose behalf they

are registered or by any registered broker-dealer. Every registration statement is

effective for one (1) year from its effective date except during the time a stop order

is in effect under KRS 292.390. A registration statement shall require annual

renewal, with payment of the same fees prescribed by subsection (5) of this section,

for any year or partial year exceeding the original one (1) year period of

effectiveness. All outstanding securities of the same class as a registered security

are considered to be registered for the purpose of any nonissuer transaction so long

as the registration statement is effective.