Current through Register Vol. 63, No. 3, March 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.
(2) A filing under this section must contain
the following information and be accompanied by the following documents:
(a) A completed Form U-1;
(b) A statement demonstrating eligibility for
registration by filing;
(c) The
name, address, and form of organization of the issuer;
(d) With respect to a person on whose behalf
a part of the offering is to be made in a nonissuer distribution: name and
address; the amount of securities of the issuer held by the person as of the
date of the filing of the registration statement; and a statement of the
reasons for making the offering;
(e) A description of the security being
registered; and
(f) A copy of the
latest prospectus filed with the registration statement under and satisfying
the requirements of Section 10 of the Securities Act of 1933.
(3) If the information and
documents required to be filed by section (2) of this rule have been on file
with the Director for at least ten business days, or any shorter period which
the Director by rule or order allows, and the applicable registration fee has
been paid before the effectiveness of the federal registration statement, a
registration statement under this section automatically becomes effective
concurrently with the effectiveness of the federal registration statement. If
the federal registration statement becomes effective before the conditions in
this section are satisfied and they are not waived, the registration statement
becomes effective when the conditions are satisfied. The registrant shall
promptly notify the Director of the date and time when the federal registration
statement became effective and the content of the price amendment, if any, and
shall file promptly a post effective amendment containing the information and
documents in the price amendment. The Director shall promptly acknowledge
receipt of notification and effectiveness of the registration statement as of
the date and time the registration statement became effective with the
Securities and Exchange Commission.
(4) Registration pursuant to this rule shall
be deemed fair, just, and equitable for purposes of ORS
59.085 and
59.105(1)(a).
Stat. Auth.: ORS 59
Stats. Implemented: ORS
59.065
