California Code of Regulations › Title 10 - Investment › Chapter 3 - Commissioner of Financial Protection and Innovation › Subchapter 2 - Corporate Securities › Article 3 - Procedure for Qualification › Section 260.121 - Application for Qualification of Recapitalizations and Reorganizations

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
An application pursuant to Section
					 25121 of the Code for the
					 qualification of the offer and sale of securities in connection with any change
					 in the rights, preferences, privileges, or restrictions of or on outstanding
					 securities or in any exchange of securities by the issuer with its existing
					 security holders exclusively or in any exchange in connection with any merger
					 or consolidation or purchase of assets in consideration wholly or in part of
					 the issuance of securities or in an entity conversion transaction shall, in
					 addition to the facing page required by Section
					 260.110 of these rules, continue
					 on the following form:
NOTE: Any item which is inapplicable should be listed by
					 number on the form followed simply by the word "inapplicable."
(a) IF THE TRANSACTION INVOLVES a merger,
				  consolidation, purchase of assets or is an entity conversion transaction:
ITEM 8. DESCRIPTION OF PLAN. Where applicable, describe the
					 material features of the plan, the reasons therefor, the general effect thereof
					 upon the rights of existing security holders, the approximate number of
					 security holders of each entity involved, the vote needed for its approval, the
					 proposed date for the mailing of proxies and the proposed date of the security
					 holders' meeting.
ITEM 9. EXECUTION OF PLAN. Describe the method by which the
					 plan described in Item 8 will be carried out, including the names of any
					 broker-dealers or agents to be employed by each entity in effecting purchases
					 or sales of securities pursuant to the plan and the compensation to be paid
					 such persons, or other consideration to be received by such persons, or any
					 other persons, in connection with the sale, purchase, or exchange of
					 securities. If agents (other than licensed broker-dealers) are to be employed
					 by the applicant in connection with the distribution of securities in
					 California pursuant to the plan, the applicant is required to comply with
					 Sections 260.141.30 and
					 260.141.31, Title 10, California
					 Code of Regulations, and the following information is to be furnished:
a. The name and business address of each
				  person who will represent the applicant as an agent in this state.
b. The name and business address of the
				  officer or other official who will supervise such agents on behalf of the
				  applicant.
c. A statement that all
				  such agents are employees of the applicant.
d. A statement of the compensation to be paid
				  to such agents. A statement of the compensation to be paid to such supervisory
				  personnel, other than their regular salaries if they are regular employees of
				  the applicant.
e. Describe any
				  order, judgment or decree of any governmental agency or administrator, or of
				  any court of competent jurisdiction revoking or suspending for cause any
				  license, permit or other authority of such agent or supervisory person or of
				  any entity of which he or she is an executive officer, director or person
				  occupying a similar status or performing similar functions, to engage in the
				  securities business or in the sale of a particular security or temporarily or
				  permanently restraining or enjoining any such person or any entity of which he
				  or she is an executive officer, director, or person occupying a similar status
				  or performing similar functions from engaging in or continuing any conduct,
				  practice, or employment in connection with the purchase or sale of securities,
				  or convicting such person of any felony or misdemeanor involving a security or
				  any aspect of the securities business, or of theft or of any felony.
f. A surety bond complying with Section
				  260.216.15, Title 10, California
				  Code of Regulations.
ITEM 10. DESCRIPTION OF BUSINESS. Describe the business of
					 the issuer and each other entity involved in the transaction.
ITEM 11. DIVIDENDS IN ARREARS OR DEFAULTS. A statement
					 concerning any dividends in arrears or defaults in principal or interest in
					 respect of any securities of the issuer and any other entity involved in the
					 transaction, and concerning the effect of the plan thereon.
ITEM 12. HIGH AND LOW SALES PRICES WITHIN 2 YEARS. As to
					 each class of securities of the issuer and of each other entity involved in the
					 transaction which is admitted to trading on a securities exchange or with
					 respect to which a market otherwise exists, and which will be materially
					 affected by the plan, state the high and low sale prices (or, in the absence of
					 such information, the range of the bid prices) for each quarterly period within
					 two years.
ITEM 13. DIRECTORS AND EXECUTIVE
					 OFFICERS.