Utah Administrative Code
Topic - Commerce
Title R164 - Securities
Rule R164-9 - Registration by Coordination
Section R164-9-2 - MJDS - Financial Statement Requirement
Universal Citation: UT Admin Code R 164-9-2
Current through Bulletin 2024-06, March 15, 2024
(A) Authority and purpose
(1) The Division enacts this rule under
authority granted by Sections
61-1-9
and
61-1-24.
(2) This rule clarifies that financial
statements and other financial information which have been prepared in
accordance with Canadian generally accepted accounting principles, consistently
applied, will be permitted in registration statements filed by Canadian issuers
with the Division under Section
61-1-9
and with the SEC under MJDS.
(B) Definitions
(1) "Division" means the Division of
Securities, Utah Department of Commerce.
(2) "MJDS" means the multijurisdictional
disclosure system with Canada as adopted by the SEC in Securities Act Release
No. 6902, effective July 1, 1991.
(3) "SEC" means the United States Securities
and Exchange Commission.
(C) Canadian generally accepted accounting principles
(1) Financial statements and other
financial information which have been prepared in accordance with Canadian
generally accepted accounting principles, consistently applied, may be
contained in a registration statement filed with the Division under Section
61-1-9
and with the SEC under MJDS on SEC Forms F-7, F-8, F-9 or F-10, Securities Act
of 1933 Release No. 6902, effective July 1, 1991, 56 F.R. 30036; amended in
Securities Act of 1933 Release No. 6902A, effective July 1, 1991, 57 F.R.
10614, which are available from the SEC, and:
(1)(a) The securities which are the subject
of a registration statement filed with the Division on SEC Form F-7 are offered
for cash upon the exercise of rights granted to existing security
holders.
(1)(b) The securities
which are the subject of a registration statement filed with the Division on
SEC Form F-8 are securities to be issued in an exchange offer, merger or other
business combination.
(1)(c) The
securities which are the subject of the registration statement filed with the
Division on SEC Form F-9 are either non-convertible preferred stock or
non-convertible debt which are to be rated in one of the four highest rating
categories by one or more nationally recognized statistical rating
organizations.
(1)(d) The
securities which are the subject of a registration statement filed with the
Division on Form F-10 are offered and sold pursuant to a prospectus in which
the SEC has not required reconciliation to United States generally accepted
accounting principles with respect to the financial information presented
therein.
(D) Preferred stock and certain debt securities
(1) For purposes of this rule, preferred
stock and debt securities which are not convertible for at least one year from
the date of effectiveness of the registration statement will be deemed to meet
the requirement of Subparagraph (C)(1)(c).
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