Securities Registration Quiz #4 Missed Questions

If a registration is found to be incomplete, effectiveness will be denied until which of the following is filed? A. Amendment to the registration application B. Consent to service of process C. Certified financial statement D. New registration application

A If a registration statement is found to be incomplete, there is no requirement for a complete new filing

Under the Uniform Securities Act, securities that are sold through a private placement: A. are unregistered B. must be registered by filing in the State C. must be registered by coordination in the State D. must be registered by qualification in the State

A Securities sold through a private placement are unregistered; this is an exempt transaction.

An existing customer of an agent who is registered in State A contacts the agent to inquire about purchasing 1,000 shares of XYZZ Corp. - a thinly traded stock that is sometimes quoted in the Pink Sheets. The agent attempts to locate the shares for the customer, but they are not available. Three weeks later, a new customer contacts the agent, asking him to sell 1,000 shares of XYZZ Corp. that he owns. The agent contacts the existing client to see if he is interested in purchasing these shares. This action is: A. a violation of the Uniform Securities Act B. considered to be an offer to sell made by the agent C. a conflict of interest that must be disclosed to the existing customer D. defined as a contract to buy the shares

B The agent has contacted the existing client, to see if he is interested in buying the 1,000 shares that this new customer wishes to sell. Thus, the agent is making an offer to sell the securities to the existing client.

Under the Uniform Securities Act, an application to register securities may be filed by the: I Broker-Dealer II Agent III Issuer IV Person on whose behalf the offering is to be made A. III only B. I and IV only C. I, III, and IV D. I, II, III, IV

C Applications to register a security in a State cannot be filed by agents.

An offering of fractional interests in oil and gas programs would be registered in a state by: A. Filing B. Coordination C. Qualification D. Any of the above

C What happened here is that there were many frauds selling these securities to investors, so State law is written to make sure that these offerings get the most stringent review before they can be sold in a State.

Under the Uniform Securities Act, all of the following would be defined as an unsolicited transaction EXCEPT a(n): A. new customer calling an agent for the first time with directions to place a buy order for a specific security B. existing customer calling an agent with directions to place a buy order for a specific security that has not been recommended by that firm C. existing customer placing an order to buy a security after receiving a preliminary prospectus about the issue from the broker-dealer D. existing customer placing an order to buy a security from the broker-dealer after seeing a tombstone advertisement for the issue in the newspaper

C An unsolicited transaction is one where the customer has not been directly contacted by the broker about that security, prior to the placement of the order. Thus, when a new customer calls an agent for the first time with directions to place a buy order for a specific security, this is unsolicited.

Exempt securities are NOT subject to which provisions of the Uniform Securities Act? I Advertising filing requirements II Registration requirements III Anti-Fraud requirements A. I only B. II only C. I and II only D. I, II, III

C Exempt securities are not subject to the Act's securities registration and filing of advertising requirements.

Under the Uniform Securities Act, which of the following securities issued by PDQ Corporation are exempt, if PDQ is an American Stock Exchange (NYSE American) listed company? I PDQ non-convertible debentures II PDQ preferred stock III PDQ warrants A. I only B. I and II C. II and III D. I, II, III

D Under the "blue chip" exemption provided by the Uniform Securities Act, if an issuer is exchange listed, then under State law, all of the securities of that issuer are exempt from registration in that State.