Uniform Securities Act: Securities Registration

State registration only

Federal covered securities are exempt from:

filing notice is required for each subsequent secondary offering of that issuer in that State

If the issuer of a federal covered security has filed notice in a State for an initial public offering, then:

The issuer can continue to sell the shares because the registration expires only when the sale is complete

On January 2nd, an issuer files a registration statement with the State Administrator for a new issue of common stock. 14 months later, the offering has not been completed and the issuer wishes to continue selling the securities until all of the common shares have been placed with the public. Which statement is TRUE?

Initial public offering of an issue that will be listed in the OTCBB

Registration by Coordination in a State would MOST likely be used for which securities offering?

simultaneous Federal and State registration

Registration by Coordination permits:

is available for new companies This is a somewhat more rigorous registration method than Registration by Filing (which can only be used by "seasoned" companies). becomes

Registration by Coordination:

a method of registering securities in a State, this is used by "seasoned" companies that have previously registered securities with the SEC.

Registration by Filing

new companies that have never previously registered securities with the State. This is the most rigorous method of registering securities Registration becomes effective when the Administrator so determines can be used by any security

Registration by Qualification

when the SEC registration becomes effective

Registration of securities in a State by Coordination becomes effective:

An investment in a common enterprise for profit with management provided by a third party.

Security:

Secretary of State

The State Administrator is supervised by:

Common Stock Preferred Stock Mortgage Bonds Warrants blue chip exemption

The common stock of ABC Corporation is listed on the American Stock Exchange (NYSE American). Which of the following securities issued by ABC is EXEMPT under Uniform State Law?

sophisticated investor exemption

The sale of securities to an insurance company is exempt under the Act under the:

contract of sale disposition of an interest for value gift of assessable securities

The term "sale" includes each:

- any purchases must be made with investment intent - no more than 10 persons can purchase the issue during a 12 month period - no commissions can be paid for soliciting individuals to purchase the issue the purchasers can reside anywhere in the US

To qualify for the private placement exemption, all of the following are required:

in business for the past 3 years profitable for 2 of the past 3 years

To register an issue by filing, the issuer must be:

Securities and Exchange Commission (SEC)

To use Registration by Coordination, an issuer must file a registration statement with the:

an actual sale of a security

Under the Uniform Securities Act, an "offer" or "offer to sell" include all of the following EXCEPT:

State Securities Commission State Securities Commissioner Secretary of State

Under the Uniform Securities Act, the Administrator can be the:

Current equity and debt capital of the issuer Description of issuer's business, product lines and competitive environment Use of proceeds of the offering

Which of the following information would be found in a registration statement for a security that is going to be registered by qualification in a State?

Coordination Qualification

A company that has never previously issued securities registered with the Securities and Exchange Commission, can register in a State by:

10 persons or less in 12 months These are unregistered

A private placement under the Uniform Securities Act is defined as an offer to:

is effective for 1 year remains in effect for as long as the security is actively offered

A registration statement which has been filed for a security:

isolated non-issuer transaction

A security is exempt from registration in a State if it is sold in a(n):

American Stock Exchange (NYSE American) Toronto Stock Exchange NASDAQ Stock Market

All of the following are exempt transactions under the Uniform Securities Act non-issuer transactions in stocks listed on the:

the issuer must have minimum earnings levels for 2 of the past 3 years copies of any offering materials must be included in the registration filing the issuer must not have defaulted on any interest payments within the past year registration becomes effective 5 business days after the filing is complete

All of the following statements are true about Registration by Filing:

amendment must be filed, as long as it is within 6 months of the date of sale along with the payment of an additional filing fee AND a late registration fee

An issuer has filed a registration statement in a State for a new issue of securities that is effective and sale of the issue has started. The issuer finds that there is great demand for the offering and wishes to increase the number of shares being issued. In order to do this, a(n):

Registration by Filing is the method commonly used by "non-issuers" to offer shares in the State.

An officer of a company that wishes to register shares in a State in a "non-issuer" distribution, would rely on which registration procedure?

Isolated transactions with someone other than an issuer (an isolated "non-issuer" transaction) Transactions between issuers and underwriters Transactions with banks, financial institutions, and trusts transactions that don't involve the "public" are usually exempt

Certain transactions are exempt:

Unsolicited customer orders are defined as an "exempt transaction" under the Uniform Securities Act, whether the securities involved are exempt or non-exempt.

If a broker-dealer receives an unsolicited customer order to buy a security for a customer, this is a(n):

a fixed dollar amount that must be posted with the State as a condition of registration by broker-dealers, agents, and investment advisers. Typically set at $10,000, these monies can be seized by the State if investors are defrauded by any of these persons.

Surety bond:

impound the proceeds from the sale of the securities until the issuer receives a specified dollar amount require the filing of original copies of confirmed subscription agreements require the delivery of a prospectus require that the issuer file quarterly reports of sales of the issue

The Administrator, in regards to the registration of securities, may:

No registration of the security is required because the transaction is exempt The investment adviser is not required to register in the State because it qualifies for a "de minimis" exemption

Under the Uniform Securities Act, an investment adviser with no place of business in a State only does 1 trade in a non-exempt security in the State within a 12 month period. Which statements are TRUE?

being pledged as collateral for a loan non-assessable and are given as a gift exchanged for another type of security under a judicially approved reorganization

Under the Uniform Securities Act, an offer or sale does NOT exist if the securities are:

the Administrator can require that a Notice Filing be made in the State the Administrator can require the filing of any promotional materials used in connection with the offer and sale of the issue

Under the Uniform Securities Act, if an offer of not-for-profit "church" bonds is to be made in a State:

exempt transaction

Under the Uniform Securities Act, the sale of securities to financial and institutional investors is known as a(n):

Securities Act of 1933 If an issuer is registering securities with the SEC under the Securities Act of 1933, the Uniform Securities Act permits so-called "registration by coordination" where the Federal SEC registration filing is used as the registration document in the State.

Which Act can be used to coordinate a securities registration filing under the provisions of the Uniform Securities Act?

Industrial Loan Association Issues Insurance Company Issues Federal Credit Union Issues Bank and Savings and Loan Issues

Which of the following securities are EXEMPT under the Uniform Securities Act?

Bank stock NYSE listed stocks NASDAQ listed stocks bank holding companies (like JPMC) aren't exempt

Which of the following securities are exempt under Uniform State Law?

AMEX (NYSE American) issues

Which of the following securities is EXEMPT under the Uniform Securities Act?

Subordinated debentures of a bank holding company listed in the Pink Sheets Common shares of an industrial company listed in the OTCBB Under Uniform State Law, securities issued by public utilities regulated under the Public Utility Holding Act of 1935 are exempt securities. Bank, and savings and loan issues, are exempt.

Which of the following securities issues MUST be registered in a State?

Equipment trust certificate of a railroad subject to Interstate Commerce Commission regulations

Which security is NOT subject to registration under the Uniform Securities Act?