Current through Register Vol. 54, No. 12, March 23, 2024
(a)
General rule. Under section 203(r) of the act (70 P.S. §
1-203(r)), the Department
finds that it is not in the public interest or necessary for the protection of
investors to require registration under section 201 of the act (70 P.S. §
1-201) for the offer and sale of securities
by an issuer if:
(1) The issuer has not sold
securities in or out of this Commonwealth to more than ten persons.
(2) The issuer, in connection with offers
made for the sale of securities under this section, has not made offers to sell
securities to more than 90 persons in this Commonwealth in a period of 12
consecutive months.
(3) The issuer
is either organized under the laws of the Commonwealth or has its principal
place of business in this Commonwealth.
(4) The issuer or a promoter, officer or
director of the issuer is not subject to the disqualifications in §
204.010(b)
(relating to increasing the number of purchasers and offerees).
(5) General solicitation through public media
advertisement, mass mailing, the Internet or other means does not occur in
connection with the offers and sales under this section.
(6) Cash or securities are not given or paid,
directly or indirectly, to a person as compensation in connection with a sale
under this section unless:
(i) The
compensation is given or paid in connection with a sale made by a broker-dealer
who either is registered under section 301 of the act (70 P.S. §
1-301) or exempt from registration under
section 302(a) of the act (70 P.S. §
1-302(a)).
(ii) The person receiving compensation is
either the broker-dealer or an agent of the broker-dealer who either is
registered under section 301 of the act or exempt from registration under
section 302(b) of the act.
(b)
Integration.
(1) Offers and sales made by the issuer under
this section are counted as offers and sales under applicable numerical
limitations set forth in §
204.010(a)(1) and
(2) if offers and sales under §
204.010 occur within a period of
12 consecutive months of an offer or sale made under this section.
(2) Offers and sales made by the issuer under
this section are counted as offers and sales under the applicable numerical
limitations in section 203(s) of the act if offers and sales under section
203(s) of the act occur within a period of 6 consecutive months of an offer or
sale made under this section.
(c)
Computation. Section
609.012 (relating to computing the
number of offerees, purchasers and clients) applies to offers and sales of
securities made under this section.
The provisions of this §
203.187 issued under section
203(r) of the Pennsylvania Securities Act of 1972 (70 P.S. §
1-203(r)); amended under
sections 202(g) and (i), 203(d), (i.1), (j) and (n)-(t), 204(a), 205(b),
207(g), (j.1) and (n), 209(b), 211(a) and (b), 504(d), 513, 603(a), 606(d) and
609(a) of the Pennsylvania Securities Act of 1972 (70 P.S. §§
1-202(g) and (i),
1-203(d), (i.1), (j) and
(n)-(t), 1-204(a), 1-205(b), 1-207(g), (j.1) and (n), 1-209(b), 1-211(a) and
(b), 1-504(d), 1-513, 1-603(a), 1-606(d) and 1-609(a)); section 202.C of the
Department of Banking and Securities Code (71 P.S. §
733-202.C); and section 9(b) of the Takeover
Disclosure Law (70 P.S. §
79(b)).
This section cited in 10 Pa. Code §
203.189 (relating to isolated
transaction exemption); and 10 Pa. Code §
606.031 (relating to advertising
literature).
