New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter IV - INTRASTATE FINANCING › Part 80 - INTRASTATE FINANCING › Section 80.1 - General provisions and definitions

Current through Register Vol. 46, No. 28, July 10, 2024
(a)
Effective date.
These regulations shall become effective November 1,
				  1968.
(b)
Short
				title.
Chapter 1093 of the Laws of 1968 when referred to in all
				  rules and regulations promulgated by the Attorney-General relating thereto,
				  shall be referred to as the "New York Intrastate Financing Act".
(c)
Administration.
The Condominium, Theatre and Syndication Financing Bureau of
				  the Department of Law shall be responsible for the administration of the New
				  York Intrastate Financing Act. Whenever in these regulations there is a
				  reference to a submission or filing with the Department of Law this shall mean
				  the Condominium, Theatre and Syndication Financing Bureau at 28 Liberty Street,
				  New York, NY 10005.
(d)
Offering literature.
The offering prospectus required to be used by section 359-ff, subdivision 1,  of the General Business Law shall be the only offering
				  material used in this State and shall contain a full and fair summary of all of
				  the material aspects of the offering. The prospectus shall be effective for a
				  period of six months from the date of filing with the Department of Law unless
				  material events occur sooner, in which event the prospectus shall be amended.
				  It may be printed, mimeographed, photocopied, lithographed, typewritten or
				  prepared by any similar process in clearly legible copies of an easily readable
				  type size. If the offering is to be made to a group whose primary language is
				  not English, the prospectus should be in both the primary language and in
				  English. Photographs, drawings and color pages may be used, but may not be used
				  in a way that would tend to be misleading. Twenty-five copies of such
				  prospectus shall be filed as provided herein. The Attorney-General in his
				  discretion, may permit prefiling of three copies of a draft of a proposed
				  prospectus with underlying documents, for preliminary conference purposes. Such
				  submission is not a filing requirement under section 359-ff or these
				  regulations (see section
				  80.13,
infra
).
(e)
Forms (filing).
Unless otherwise provided by these regulations, the
				  prospectus filed with the Department of Law pursuant to the Intrastate
				  Financing Act shall be accompanied in the original filing by two copies of form
				  INTRASTATE-1 (Filing of Intrastate Prospectus) issued by the Attorney-General
				  for such purposes. All documentation relating to the offering shall accompany
				  such filing, together with the filing fee provided by law.
(f)
Amendment form.
Unless otherwise provided by these regulations, documents
				  filed with the Department of Law to supplement or amend a prospectus already
				  filed pursuant to the foregoing subdivision shall be accompanied by two copies
				  of form INTRASTATE-2 (Amendment to Prospectus) issued by the Attorney-General
				  for such purposes. Such form together with five copies of the supplemental or
				  amended prospectus shall be filed with the Department of Law.
(g)
Withdrawal form.
Unless otherwise provided by regulation, two copies of form
				  INTRASTATE-3 (Withdrawal of Offering) shall be filed by the promoters of every
				  intrastate offering which is abandoned either prior to the actual solicitation
				  of funds or after returning in full all funds obtained as a result of such
				  offering. Such form shall be filed within 15 days of the abandonment.
(h)
Status report
				form.
Unless otherwise provided by regulation, two copies of form
				  INTRASTATE-4 (Status Report of Intrastate Financing) shall be filed by every
				  intrastate issuer of securities who either files a prospectus or receives an
				  exemption from the prospectus requirements of the New York Intrastate Financing
				  Act within 30 days after the completion or termination of the offering or six
				  months after the date the prospectus was filed with the Department of Law or an
				  exemption granted, whichever is sooner. Further, said form shall be filed
				  thereafter every six months or 30 days after completion or termination of the
				  offering, whichever is sooner, until the offering is either completed or
				  terminated.
(i)
Identification numbers.
The Department of Law may assign identification numbers to
				  all offerings filed with it or exempted on application. If so assigned, said
				  identification shall appear on all offering literature used in this State and
				  in all authorized advertisements, unless otherwise exempted.
(j)
Definitions.
As used in these regulations, the following definitions shall
				  apply, along with those which may hereinafter appear, to the extent that they
				  are not inconsistent with the definitions of article 23-A of the General
				  Business Law, or where the context otherwise requires:
(1) Offering.
A written or oral request to participate in an investment
				  initiated initially by either a potential seller or buyer of a security. An
				  authorized advertisement shall not be considered an offering.
(2) Promoter.
All officers, directors, principals or controlling persons of
				  a venture.
(3) Related
				group.
A group where a family or long time business or personal
				  relationship exists between one or more of the promoters and each and every
				  member of the group.
(4)
				Security.
Includes stocks, bonds, debentures, notes, IOUs or other
				  evidences of indebtedness, general or limited partnership interests,
				  assignments of interest, joint venture agreements, investment contracts,
				  membership certificates, collateral pledge agreements, warrants, rights,
				  fractional undivided interests, trust certificates, warehouse receipts,
				  certificates of participation and all other types of participation interests in
				  an investment.
(5) Small
				offering.
An offering which seeks to raise no more than $40,000, not
				  including the personal investment of promoters.