New Mexico Administrative Code › Title 13 - INSURANCE › Chapter 3 - INSURANCE SECURITIES › Part 5 - REGISTRATION OF INSURANCE SECURITIES › Section 13.3.5.12 - REGISTRATION BY QUALIFICATION

Current through Register Vol. 35, No. 13, July 16, 2024
Any insurance security may be registered by
				  qualification.
A.
Information
				required:
A registration statement filed under this section shall
				contain the following information:
(1) the
				issuer's and any significant subsidiary's name, address and form of
				organization, the state or foreign jurisdiction and the date of organization,
				the general character and location of its business, a description of its
				physical properties and equipment and a statement of the general competitive
				conditions in the industry or business in which it is engaged or will be
				engaged;
(2) every issuer's,
				director's, and officer's, or person occupying a similar status or performing
				similar functions, name, address and principal occupation for the past five
				years, the amount of securities of the issuer held by him as of a specified
				date within ninety days of the filing of the registration statement, the
				aggregate remuneration paid to all such persons during the past twelve months
				and that estimated to be paid during the next twelve months, directly or
				indirectly, by the issuer and all predecessors, parents and
				subsidiaries;
(3) the information
				required in 13 NMAC 3.5.12.1.2 [now Paragraph (2) of Subsection A of 13.3.5.12
				NMAC], other than occupation, for all other persons owning of record, or
				beneficiary if known, ten percent or more of the outstanding shares of any
				class of equity security of the issuer;
(4) if the issuer was organized within the
				past three years, the information required in 13 NMAC 3.5.12.1.2 [now Paragraph
				(2) of Subsection A of 13.3.5.12 NMAC] for every promoter not specified in 13
				NMAC 3.5.12.1.2 or 3.5.12.1.3 [now Paragraphs (2) and (3) of Subsection A of
				13.3.5.12 NMAC], along with any amount paid to him by the issuer within that
				period or intended to be paid to him and the consideration for the
				payment;
(5) the capitalization and
				long-term debt, on both a current and a pro forma basis, of the issuer and any
				significant subsidiary, including a description of each security outstanding or
				being registered or otherwise offered, and a statement of the amount and kind
				of consideration, whether in the form of cash, physical assets, services,
				patents, goodwill or anything else, for which the issuer or subsidiary has
				issued any of its securities within the past two years or is obligated to issue
				any of its securities;
(6) the kind
				and amount of securities to be offered; the amount to be offered in this state;
				the proposed offering price and any variation therefrom at which any portion of
				the offering is to be made to any person except as underwriting and selling
				discounts and commissions; the estimated aggregate underwriting and selling
				discounts or commissions and finders' fees, including, separately, cash,
				securities or anything else of value to accrue to the underwriters in
				connection with the offering; the estimated amounts of other selling expenses
				and legal, engineering and accounting expenses to be incurred by the issuer in
				connection with the offering; the name and address of every underwriter and
				every recipient of a finder's fee; a copy of any underwriting or selling-group
				agreement pursuant to which the distribution is to be made, or the proposed
				form of any such agreement whose terms have not yet been determined; and a
				description of the plan of distribution of any securities which are to be
				offered other than through an underwriter;
(7) the estimated cash proceeds to be
				received by the issuer from the offering; the purposes for which the proceeds
				are to be used by the issuer; the amounts to be used for each purpose; the
				order or priority in which the proceeds will be used for the purpose stated;
				the amounts of any funds to be raised from other sources to achieve the
				purposes stated and the sources of any such funds; and, if any part of the
				proceeds is to be used to acquire any property, including goodwill, other than
				in the ordinary course of business, the names and addresses of the vendors and
				the purchase price;
(8) a
				description of any stock options or other security options outstanding, or to
				be created, in connection with the offering, together with the amount of any
				such options held, or to be held, by every person required to be named in 13
				NMAC 3.5.12.1.2, 3.5.12.1.3, 3.5.12.1.4, 3.5.12.1.5 or 3.5.12.1.7 [now
				Paragraphs (2), (3), (4), (5) or (7) of Subsection A of 13.3.5.12 NMAC], and by
				any person who holds, or will hold, ten percent or more, in the aggregate, of
				any such options;
(9) the states in
				which a registration statement or similar document in connection with the
				offering has been, or is expected to be, filed.