Oklahoma Administrative Code › Title 85 - State Banking Department › Chapter 10 - Supervision, Regulation, and Administration of Banks, Trust Companies, and the Oklahoma Banking Code › Subchapter 13 - Investor Protection › Section 85:10-13-2 - Offering circular

Current through Vol. 41, No. 20, July 1, 2024
(a)
Definitions.
When used in this subchapter, the word "security"
				shall have the following meaning, unless the text clearly indicates otherwise.
"Security"
means any note, stock, bond,
				  debenture, evidence of indebtedness, certificate of interest, trust
				  certificate, thrift certificate, subscription, investment contract, voting
				  trust certificate, certificate of deposit and other such instruments as defined
				  in the Oklahoma Securities Act. However, the term security does not mean any
				  deposit in an institution whose deposits are insured by the Federal Deposit
				  Insurance Corporation.
(b)
Offering circular requirements.
(1)
General prohibition.
No bank
				or trust company shall, directly or indirectly, offer, offer to sell, offer for
				sale or sell any security of which it is the issuer unless the offer, offer to
				sell, offer for sale or sale is made through the use of an offering circular
				which has been filed with the Bank Commissioner and that complies with the
				provisions of this section. Every sale must contain a statement that the
				offering circular was disclosed. Thereafter the bank or trust company shall be
				required to maintain permanent records to substantiate that the offering was
				made by the offering circular only.
(2)
New bank.
In the case of
				banks in organization, no subscriptions shall be taken, nor stock offered for
				sale, until and after the Commissioner shall have accepted the offering
				circular and then offering can only be made by divulging to the prospective
				purchaser of the stock the offering circular and his/her subscription to the
				offering must contain a signed statement that said offering circular was
				disclosed. Thereafter, the bank or trust company shall be required to maintain
				permanent records to substantiate that the offering was made by offering
				circular only.
(3)
When
				effective-update.
The effective date of the offering circular shall be
				the date on which it is declared effective by the Commissioner. The offering
				circular shall be effective for a period of six (6) months, which period may be
				extended for two (2) consecutive ninety (90) day periods upon request to the
				Commissioner. The offering circular must be updated during the course of the
				offering period by attaching the most recent Sheet balance sheet and statement
				of income of the bank or trust company filed with the Commissioner as part of
				the most recent report of condition.
(4)
Noninsured disclosure.
The
				noninsured status of non-equity securities issued and deposits received by
				institutions under the jurisdiction of the Department must be disclosed to the
				public clearly, conspicuously, and prominently on the face of any offering
				circular required and on the face of any written communication acknowledging
				sale or receipt.
(5)
Exception-FDIC.
All deposit accounts of trust companies, and other
				securities of both banks and trust companies, whether representing an equity
				interest in, or debt of, the institution, are subject to the disclosure
				requirements of this section unless the individual security or deposit account
				being advertised, offered for sale, sold or accepted is insured by the Federal
				Deposit Insurance Corporation.
(6)
Effect of circumstances.
In no event shall an offering circular be
				used which is false or misleading in light of the circumstances then
				existing.