Reading...
Play button
Play button
Use LEFT and RIGHT arrow keys to navigate between flashcards;
Use UP and DOWN arrow keys to flip the card;
H to show hint;
A reads text to speech;
31 Cards in this Set
- Front
- Back
|
The first step in registering a security is.....
|
filing a registration statement with the Admin
|
|
|
who may file a registration statement?
|
Issuer
Registered B/D Person in which the offering is being made |
|
|
Bob is the owner of Bob's Tools Inc (a publicly traded company).....
sale proceeds of Bob's personal stock is ____ sale proceeds of Bob's Tools Inc stock is ____ |
Non issuer distribution
Issuer distribution |
|
|
a filing fee is based on __________
|
a percentage of the total offering price
|
|
|
what 3 things must EVERY registration statement specify?
|
1. amount of securities offered
2. states where a reg. statement is filed or will be filed 3. adverse rulings by court, state reg authority, or SEC |
|
|
an Admin may require what additional info from an issuer during registration?
*hint* FACO |
Financial Info
Articles of incorporation Charter Organizational documents |
|
|
True or False
Any document filed within the last 6 years may be incorporated into the reg. statement by reference. |
False
document must be filed within the LAST 5 YEARS |
|
|
If a customer is purchasing securities as part of an offering, what MUST the customer receive from the B/D?
|
A final prospectus or preliminary prospectus with additional documents
*note* prelim prospectus and additional documents must provide the same info as final prospectus |
|
|
when must a B/D furnish a final prospectus or prelim prospectus with additional documents?
|
no later than the due date of transaction confirmation
|
|
|
True or False
ALL advertisements of new issues a prohibited. |
False
Tombstone ads may be permitted |
|
|
The reg statement remains in force for ______ and may be extended if _______
|
1 year from effective date
no stop order is in place |
|
|
In regards to the expiration difference between "blue-sky" registration and federal registration...
blue-sky registration______ federal registration______ |
expires 1 year after it becomes effective (under USA)
is registered permanently (under Act of 33') |
|
|
under the USA, investors reselling expired securities must...
|
register them again (unlikely)
find an exemption (most likely) |
|
|
why would an Admin require the person filing the statement to file quarterly reports?
|
to keep information current and to disclose the progress of the offering
|
|
|
true or false
in non-issuer distributions, the person filing the statement may not need to furnish info that the person does not know, or cannot obtain without excessive cost and effort. |
true
|
|
|
why would an Admin be sent a "correcting amendment" and what are the consequences to the effective date?
|
correcting amendments are sent if info in the reg statement is inaccurate or incomplete.
the effective date depends on the date of the correcting amendment NOT the original filing date |
|
|
an issuer may amend a reg statement after the effective date to ___ the _____.
the issuer need not file a new reg statement as long as the ___, ___, and ___ are not changed. |
increase
number of shares sold public offering price (POP) underwriter spread commission schedule |
|
|
true or false
a reg statement may never be withdrawn for one year from its effective date if the securities of the same class are outstanding. |
false
withdrawal may be permitted in some cases in accordance with the Admin's rules |
|
|
FCQ
|
3 types of securities registration
Filing Coordination Qualification |
|
|
registration by filing, or "registration by notification" is used by....
|
well established corporations who must meet stringent financial requirements.
|
|
|
how does a corporation register by notification?
|
file a federal registration (reg statement) w/ the SEC (act of 33')
notify the Admin that it meets mandated state requirements |
|
|
in regards to filing registration...
an issuer must be registered under___ and have a class of equity held by ___ or more shareholders |
Act of 34'
500 |
|
|
in regards to filing registration...
issuer must have net worth of ___ OR total net worth and net pretax income of ___ for how long? |
$4MM
$2MM at least 2 of the previous 3 years |
|
|
in regards to filing registration...
how long must an issuer be in business preceding registration |
36 calender months (3 years)
|
|
|
in regards to filing registration...
according to the ___ there must be ____ for a period of ___ during the ___ preceding filing. |
Act of 34'
at least 4 market makers at least 30 days 3 months |
|
|
in regards to filing registration...
aggregate commissions or discounts may not.... |
exceed 10% of aggregate offering price
|
|
|
in regards to filing registration...
issuer or subsidiary may not fail to pay a dividend on___ or have defaulted on ___ since the end of the ___ before it filed a ___ |
preferred stock
any bond or long term lease last fiscal year reg statment |
|
|
in regards to filing registration...
what is the minimum offering price of equity securities? |
$5
|
|
|
the registration by filing must contain what 4 items?
|
1. statement of ELIGIBILITY
2. name/address/form of organization of ISSUER 3. statement DESCRIBING offer 4. copy of PROSPECTUS |
|
|
if the offering is a non-issuer distribution what additional info must be obtained?
|
1. name/address/amount of securities held by that person
2. reason for making the offering |
|
|
registration by filing becomes effective simultaneously with the federal registration only when...
|
1. no stop order is entered
2. all info/docs on file for at least 5 days 3. registration fees are paid |
