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20 Cards in this Set

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What is Rule 506?
-sell above $5 million for unlimited time period
-unlimited accredited investors, up to 35 unaccredited investors
-must be sophisticated
-cannot solicit or advertise
-cannot sell before 2 years
-audited f/s if any unaccredited investors
What are the 6 Registration Exemptions?
I DANCE

Intrastate
Regulation D
Regulation A
No Sales Involved
Casual Sales
Exempt Securities
According to the 1934 Act, what corporations must register with the SEC?
-securities traded on national exchange
-assets greater than $10 million
-class of equity securities on record of 500 or more persons
What is a 10K?
Annual report that goes to SEC
-audited FS are presented in the annual report
What is a 10Q?
quarterly report presented to SEC

-no audited f/s needed
What is the 8K and why is it used?
current report, used to report unusal events such as:
proxy solicitation or fights, changes in control, changes in amt of stock, large stock transaction
-must report within 10 days
Main difference between 1933 and 1934 act?
1933 - initial offer

1934 - marketplace for buying and selling of stock
What are 2 types of exempt securities?
-stock of charities and non profits
-short term commerical paper maturing in 9 months or less
What are three exemptions to Regulation D?
How long do you have to notify the SEC to claim it?
-must notify SEC within 15 days to claim Regulation D exemption

Rule 504
Rule 505
Rule 506
What is Rule 504?
selling $1 million maximum within 12 months, can sell to any type and any # of investors. Cannot solicit people to buy or sell stock unless state permits it.
What is Rule 505?
-sell maximum of $5 million within 12 months
-any number of accredited investors, 35 or less unaccredited investors
-provide audited f/s
-cannot solicit or advertise
What is a security?
stock or bond, investment contracts, limited Pship interests

-someone else's efforts making money for you
What is an intrastate offering?
-everything is done in one state
-corporation in one state
-80% of income from that state
-sell to residents of that state
-hold stock for at least 9 months
What is Regulation A?
-simplified registration
-sold within one year
-$5 million or less
-offering circular (similiar to prospectus)
-no audited statements
-can solicit buyers
What is the No Sales Transaction?
-existing shareholders
-usually mergers & consolidations
-no sales to the public - just giving stock away
What are casual sales by ordinary investors?
brokers do not register each transaction with SEC
What is the Securities Act of 1933 concerned with?
the original issuance of securities intended for sale to the public
Under the 1933 act, what are the requirements for registration?
registration statement and prospectus
Who is a controlling person?
has a significant say in mgmt, usually a majority shareholder
What does a controlling person have to do when selling a substantial block of stock to the public?
Re-register with SEC - becomes the issuer