Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0030 - Registration by Filing

Current through Register Vol. 63, No. 7, July 1, 2024
(1) Securities
			 for which a registration statement has been filed under the Securities Act of
			 1933 in connection with the offering of the securities may be registered by
			 filing, whether or not they are also eligible for registration under any other
			 rule if:
(a) The issuer is organized under
			 the laws of the United States or any state, as defined in ORS
			 174.100, or, if the issuer is
			 not organized under the laws of the United States or any state, it has
			 appointed a duly authorized agent in the United States for service of
			 process;
(b) The issuer has
			 actively engaged in business operations in the United States for a period of at
			 least 36 consecutive calendar months immediately before the filing of the
			 federal registration statement;
(c)
			 The issuer has registered a class of equity securities under Section 12(b) or
			 (g) of the Securities Exchange Act of 1934, which class of securities is held
			 of record by 500 or more persons;
(d) The issuer has:
(A) Either a total net worth of $4,000,000 or
			 a total net worth of $2,000,000 and net pretax income from operations before
			 allowances for extraordinary items, for at least two of the three preceding
			 fiscal years;
(B) Not less than
			 400,000 units of the class of security registered under section 12 of the
			 Securities Exchange Act of 1934 held by the public, excluding securities held
			 by officers and directors of the issuer, underwriters and persons beneficially
			 owning ten percent or more of that class of security; and
(C) No outstanding warrants and options held
			 by the underwriters and executive officers and directors of the issuer in an
			 amount exceeding ten percent of the total number of shares to be outstanding
			 after completion of the offering of the securities being registered.
(e) The issuer has been subject to
			 the requirements of section 12 of the Securities Exchange Act of 1934 and has
			 filed all the material required to be filed under Sections 13 and 14 of that
			 act for at least 36 consecutive calendar months immediately before the filing
			 of the federal registration statement and the issuer has filed in a timely
			 manner all reports required to be filed during the 12 calendar months next
			 preceding the filing of the federal registration statement;
(f) For at least 30 days during the three
			 months next preceding the offering of the securities registered there have been
			 at least four market makers for the class of equity securities registered under
			 section 12 of the Securities Exchange Act of 1934;
(g) Each of the underwriters participating in
			 the offering of the security and each broker-dealer who will offer the security
			 in this State is a member of or is subject to the rules of fair practice of a
			 national association of securities dealers with respect to the offering and the
			 underwriters have contracted to purchase the securities offered in a principal
			 capacity;
(h) The person(s) on
			 whose behalf the securities are offered must receive proceeds equal to 90
			 percent or more of the aggregate public offering price;
(i) Neither the issuer nor any of its
			 subsidiaries, since the end of the fiscal year next preceding the filing of the
			 registration statement, have:
(A) Failed to
			 pay a dividend or sinking fund installment on preferred stock;
(B) Defaulted on indebtedness for borrowed
			 money; or
(C) Defaulted on the
			 rental on one or more long-term leases which defaults in the aggregate are
			 material to the financial position of the issuer and its subsidiaries, taken as
			 a whole.
(j) In the case
			 of an equity security, the price at which the security will be offered to the
			 public is not less than five dollars per share.