292.380 General provisions regarding registration of securities.
773 words·~4 min read·
/ky/chapter-292/292-380A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
(1)Except as otherwise expressly provided in this chapter, a registration statement
under this chapter becomes effective when the commissioner so orders. The
commissioner may require as a condition of registration under this chapter that a
prospectus containing any designated part of the appropriate information specified
in this chapter be sent or given to each person to whom an offer is made before or
concurrently with:
(a)The first written offer made to him (otherwise than by means of a public
advertisement) by or for the account of the issuer or any other person on
whose behalf the offering is being made, or by any underwriter or broker-
dealer who is offering part of an unsold allotment or subscription taken by
him as a participant in the distribution;
(b)The confirmation of any sale made by or for the account of any such person;
(c)Payment pursuant to any such sale; or
(d)Delivery of the security pursuant to any such sale, whichever first occurs; but
the commissioner shall accept for use under any such requirement a current
prospectus or offering circular regarding the same securities filed under the
Securities Act of 1933, 15 U.S.C. secs. 77a et seq., or regulations thereunder.
(2)A registration statement may be filed by the issuer, any other person on whose
behalf the offering is to be made, or a registered broker-dealer. Any document filed
under this chapter or a predecessor law within five
(5)years preceding the filing of a
registration statement may be incorporated by reference in the registration statement
to the extent that the document is currently accurate. The commissioner may by rule
or otherwise permit the omission of any item of information or document from any
registration statement.
(3)The commissioner may require as a condition of registration by qualification or
coordination that
(a)the proceeds from the sale of the registered security be
impounded until the issuer receives a specified amount or
(b)any security issued
within the past three
(3)years, or to be issued, to a promoter for a consideration
substantially different from the public offering price, or to any person for a
consideration other than cash, be delivered in escrow. The commissioner may by
rule or order determine the conditions of any escrow or impounding required
hereunder. The commissioner shall not reject a depository solely because of location
in another state. All securities delivered in escrow to the commissioner or some
other depository satisfactory to him which have not previously been released shall
be released from escrow no later than ten
(10)years after the date of delivery into
escrow.
(4)The commissioner may also require as a condition of registration by qualification
that the issuer undertake to keep the securities registered under this chapter for a
period of up to five
(5)years or until the securities become exempt securities under
KRS 292.400 or become covered securities, and that the issuer forward to its
security holders audited annual financial statements during the period for which the
shares are registered. The commissioner may by rule or order impose other
undertakings.
(5)For the registration of securities by notification, coordination, or qualification, there
shall be paid to the commissioner an examination fee of one hundred twenty-five
dollars ($125) and a registration fee of three-fiftieths of one percent (0.06%) of the
aggregate offering price of the securities which are to be offered in this state, but the
registration fee shall in no case be less than sixty dollars ($60) nor more than one
thousand two hundred dollars ($1,200). The examination fee and the registration fee
shall be payable in separate checks. When a registration statement is withdrawn
before the effective date or a pre-effective stop order is entered under KRS 292.390,
the commissioner shall retain the examination fee. For a registration by notification
for market-making purposes only the examination fee need be paid.
(6)When securities are registered by notification or by coordination or by qualification,
they may be offered and sold by the issuer, any other person on whose behalf they
are registered or by any registered broker-dealer. Every registration statement is
effective for one
(1)year from its effective date except during the time a stop order
is in effect under KRS 292.390. A registration statement shall require annual
renewal, with payment of the same fees prescribed by subsection
(5)of this section,
for any year or partial year exceeding the original one
(1)year period of
effectiveness. All outstanding securities of the same class as a registered security
are considered to be registered for the purpose of any nonissuer transaction so long
as the registration statement is effective.