New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter IV - INTRASTATE FINANCING › Part 80 - INTRASTATE FINANCING › Section 80.10 - Exemption procedure

Current through Register Vol. 46, No. 28, July 10, 2024
The following procedure should be followed in applying for an
				  exemption from the prospectus or accounting provisions of the New York
				  Intrastate Financing Act under regulations 80.6, 80.7, 80.8, 80.15(b) or
				  80.15(d). The issuer should submit an application verified by all of the
				  officers, directors and promoters of the corporation, general partners,
				  trustees, etc., as the case may be, containing the following information, where
				  applicable:
(a) The name and address
				of the petitioning entity.
(b) The
				nature of the petitioning entity, the date of its organization and the nature
				of its business.
(c) The purpose of
				the offering, the dollar amount to be raised, the expenses of the offering,
				whether or not the funds will be held in a special account in trust for
				specific purposes and the order of priority and usage of the net proceeds. Set
				forth whether or not there will be minimum and maximum investment limits for
				any individual investor.
(d) The
				nature of the security to be offered and the rights and obligations of the
				purchasers thereof.
(e) The names,
				home addresses and business addresses of all officers, directors and principals
				of the issuer, their business background for the preceding five years, their
				annual compensation from the issuer, the percentage of time they intend to or
				do devote to the affairs of the issuer and their current or proposed personal
				investment in the securities of the issuer.
(f) Whether or not any of the officers,
				directors or principals has ever been convicted of a crime, adjudicated a
				bankrupt or made a general assignment for the benefit of creditors or been a
				principal of any company which was reorganized in bankruptcy, adjudicated a
				bankrupt or made a general assignment for the benefit of creditors.
(g) All anticipated profits of the promoters
				from this venture.
(h) The basis
				upon which the exemption is sought.
(i) If the exemption is on the basis of an
				offering to sophisticated investors indicate the class or categories of persons
				to be contacted, the nature of their financial and business background and
				their minimum net worth. Provide a representation that all investors will sign
				the following statement BEFORE ANY MONIES ARE RECEIVED FROM THEM, a copy of
				which will be provided to the Attorney-General upon completion of the offering:
I understand that I am purchasing this interest in
without being furnished any offering literature or prospectus
				  and that this transaction has not been scrutinized by the Attorney-General of
				  the State of New York as a full registration because of the representation made
				  by the issuer that the offering is only being made to a group of sophisticated
				  investors whose business and financial background and experience is such as to
				  not require any offering literature. I warrant that this interest is being
				  purchased for my own account and that no portion is for the interest of any
				  other and not for resale to others. I further warrant that my personal net
				  worth is in excess of $__
It is understood that all documents, records and books,
				  pertaining to this investment have been made available to my attorney, my
				  accountant and myself."
(j)
				If the exemption is on the basis of an offering to a promoter group, indicate
				that each of the petitioners warrants and represents that he is in truth a
				promoter of this venture and will or will not take an active part in the
				operation or management of this venture, knowing full well that he may lose all
				or part of his investment if the venture is not successful.
(k) If the exemption is sought on the basis
				of a specialized offering, attach copies of all documentation relating to the
				offering, including any proposed offering literature and advertising material,
				and set forth the way in which the offering is to be made.
(l) Set forth any facts showing why the grant
				of the exemption would not be inconsistent with the public interest or the
				protection of investors.
(m) A
				representation that all investors will be provided with annual financial
				statements containing all of the information required by the regulations issued
				pursuant to the New York Intrastate Financing Act.
(n) A statement that this application is in
				lieu of any previous application, if this affidavit supersedes a previous
				one.
(o) A concluding statement
				reading: "WHEREFORE, it is respectfully requested that the offering for sale of
				securities of __ be exempted from the __ provisions of the New York Intrastate
				Financing Act."