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 260.112 - Application for Qualification of Issuer Transaction by Notification

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
An application for the qualification of the offer and sale
					 of securities by notification pursuant to Section
					 25112 of the Code shall, in
					 addition to the facing page required by Section
					 260.110 of the rules, continue in
					 the following form:
NOTE: Any item which is inapplicable should be listed by
					 number on the form followed simply by the word "inapplicable."
ITEM 8. DESCRIPTION OF BUSINESS. Describe the business done
					 and intended to be done by the issuer and its subsidiaries and the general
					 development of such business during the past three years. Indicate any other
					 names under which the issuer or any of its subsidiaries have conducted business
					 during such period.
ITEM 9. USE OF PROCEEDS TO ISSUER. State the principal
					 purposes for which the net proceeds to the applicant for the securities to be
					 offered are intended to be used and the approximate amount intended to be used
					 for each such purpose.
ITEM 10. PLAN OF DISTRIBUTION. Describe the plan of
					 distribution of securities including the names of any underwriters or agents to
					 be employed by applicant in connection with the sale of securities and the
					 discounts or compensation to be allowed or paid to such persons, or other
					 consideration to be received by such persons or other persons in connection
					 with the sale of securities. If agents (other than licensed broker-dealers) are
					 to be employed by the applicant in connection with the sale of securities in
					 California, the applicant must comply with Sections
					 260.141.30 and
					 260.141.31, Title 10, California
					 Code of Regulations, and furnish the following information:
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 employed in this state 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 corporation of which he is an officer or director, 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 corporation of
				  which he is an officer or director 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 11. DIRECTORS AND EXECUTIVE OFFICERS. List the names
					 of all directors and officers of the issuer indicating all positions and
					 offices held by each person named. In addition, 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 person or of any corporation of which he is an officer
					 or director, 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 corporation of which he is an officer or director 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.
ITEM 12. MATERIAL TRANSACTIONS WITH AFFILIATES. Describe
					 any material transactions or agreements during the 3-year period immediately
					 preceding the filing of the application between (i) the applicant or any of its
					 affiliated companies, and (ii) any of the promoters, directors, officers,
					 principal employees, principal security holders, underwriters or agents, or any
					 company directly or indirectly controlled by any such person or persons.
ITEM 13. OUTSTANDING SECURITIES. State in tabular form the
					 title and amount of all outstanding securities and whether any of such
					 securities are publicly traded.
ITEM 14. OUTSTANDING OPTIONS TO PURCHASE SECURITIES. State
					 in tabular form the title and amount of securities called for by any options,
					 warrants or rights, including the purchase price of the securities so called
					 for and the expiration dates of such options, together with the market value of
					 the securities so called for as of the latest practicable date. Such statement
					 should include the foregoing information for all options held by each officer
					 or director of the applicant. Except for information with respect to each
					 officer or director, information with respect to option prices and expiration
					 dates may be furnished in ranges.
ITEM 15. PRINCIPAL SECURITY HOLDERS. State in tabular form
					 the voting securities of the issuer owned of record or beneficially by each
					 person who owns of record or is known by the applicant to own beneficially more
					 than 10 percent of the outstanding securities of any class of such voting
					 securities. Such statement should reflect the respective amounts and
					 percentages owned either beneficially or of record by each person and such
					 statement should also include information as to the amounts held by, and the
					 terms of, any voting trust or similar agreement with respect to more than 10
					 percent of the outstanding securities of any class voting securities of the
					 issuer.
ITEM 16. REMUNERATION OF DIRECTORS AND OFFICERS, AND
					 PRINCIPAL SECURITY HOLDERS. Furnish in tabular form information as to the
					 direct remuneration paid by the issuer and its subsidiaries during the issuer's
					 last fiscal year for services in all capacities to each director, officer, and
					 principal holder of securities whose aggregate direct remuneration during such
					 year exceeded $60,000, and the aggregate remuneration paid to all officers,
					 directors and principal holders of securities as a group.
ITEM 17. ADDITIONAL INFORMATION IN CONNECTION WITH DEBT
					 SECURITIES AND OPTIONS OR STOCK BONUSES. Instructions:
(i) Debt securities:
(a) A copy of the trust indenture or other
				  instrument pursuant to which the debt securities are to be issued should be
				  attached to the application as an additional exhibit.
(b) Include a calculation based upon earnings
				  history during the past three years demonstrating the ability of applicant to
				  meet the proposed dividends, interest and signing fund requirements on all
				  senior securities outstanding and proposed to be outstanding (in cases where
				  such ability to meet the proposed dividends, interest and sinking fund
				  requirements depends upon future earning capacity, applicant should submit
				  calculations of such future earning capacity together with such supporting
				  evidence as may be necessary to demonstrate reasonable certainty in connection
				  with such future earning capacity).
(c) Such other information as may be required
				  to comply with the rules of the Commissioner of Corporations relating to debt
				  securities.