Series 63: Securities Registration

State registration of non-exempt securities is a requirement of the:

Blue Sky Laws

Under the Uniform Securities Act, which transaction is allowed for exempt unregistered securities?

Both primary and secondary offerings

All of the following securities are exempt from registration under the Uniform Securities Act EXCEPT: A. Railroad common stock B. Municipal bonds C. Canadian common stocks D. Foreign government bonds

C

Registration of a security in a state is required if the: A. Security is exempt B. Security is offered in an exempt transaction C. Security has been registered with the SEC under the 1933 Act D. Offering does not fall under the definition of a security

C

All of the following securities are subject to registration under the Uniform Securities Act EXCEPT: A. Subordinated debentures of a Canadian Paper company B. Preferred stock of a bank holding company C. Equipment trust certificate of a railroad subject to Interstate Commerce Commission regulations D. Limited partnership investing in issues of Federally chartered savings and loans

C Canadian Government securities, bank issues and savings and loan issues are also exempt

The type of state securities registration for an IPO that relies on the prospectus information filed with the SEC under Federal law is registration by:

Coordination

All of the following securities are exempt from registration under the Uniform Securities Act EXCEPT: A. Unlisted debentures of a company whose common stock is listed on the NASDAQ market B. Equipment trust certificates issued by a railroad subject to ICC regulation C. Common stock issued by savings and loans D. Preferred stock issued by industrial corporations

D

To qualify for the private placement exemption, all of the following are required EXCEPT: A. Any purchases must be made with investment intent B. No more than 10 persons can purchase the issue during a 12 month period C. No commissions can be paid for soliciting individuals to purchase the issue D. All purchasers must reside in one state

D

Which of the following is a non-exempt security under the Uniform State Law? A. NASDAQ listed issues B. Church bonds C. Equipment Trust Certificates D. Corporate bonds offered to fewer than 5 investors

D

Registration by Coordination in a State would MOST likely be used for which securities offering? A. Mutual fund shares registered under the Investment Company Act of 1940 B. Secondary offering of a company that is NASDAQ listed C. An IPO made under a Rule 147 Intrastate exemption D. IPO if an issue that will be listed in the OTCBB

D Registration by Coordination is used by a new company that is also registering the securities with the SEC

Which of the following is (are) defined as federal covered securities? I. Common stock of ABC Corp. - which is listed on the NYSE II. Preferred stock of ABC Corp.- whose common stock is listed on the NYSE III. Bonds of ABC Corp. - whose common stock is listed on the NYSE

I, II, III

Which of the following securities is/are EXEMPT under the Uniform Securities Act? I. Savings and loan association stock II. Municipal industrial revenue bonds III. Bonds issued by a company listed on the Midwest (Chicago) Stock Exchange

I, II, III

Which of the following statements are TRUE regarding private placements under the Uniform Securities Act? I. No commissions can be paid for sales to individual investors II. No more tan 10 prospective investors may be contacted III. General advertising is prohibited

I, II, III

Filing of advertising with the Admin is NOT required for: I. US Government securities II. Municipal securities III. Investment company securities IV. NYSE-listed securities

I, II, III, IV

Under the Uniform Securities Act, which of the following are defined as securities? I. Preorganization subscription II. Certificate of deposit for a security III. Collateral trust certificate IV. Voting trust certificate

I, II, III, IV

Which of the following are considered to be an "offer to sell" a security? I. An offer of a security that will be given as consideration for the purchase of another security II. An offer of the gift of an assessable security III. An offer of a stock dividend by an issuer to holders of that security IV. The offer of rights to purchase an underlying security

I, II, IV

To use Registration by Coordination, an issuer must file a registration statement with the: I. SEC II. Admin of another State III. Admin of that State

I, III

Misstatements of material fact in a securities registration are violations of the Act for which of the following persons? I. BD underwriting the securities II. Agents of the BD underwriting the securities III. Issuer of the securities IV. Directors of the issuer of the securities

I, III, IV

The Admin can require which of the following regarding federal covered securities offered in a State? I. Notice filing for the issue in the State II. Registration of the issue in the State III. Filing of documents relating to the issue in the State IV. Payment of a filing fee in the State

I, III, IV

Which of the following are exempt securities under the Uniform Securities Act? I. Bank issues II. Corporate stocks III. Investment grade commercial paper maturing within 9 moths IV. US Government bonds

I, III, IV

Limited partnership shares are sold to a bank. Under the provisions of the Uniform Securities Act of 1956, as amended, this transaction is subject to: I. Advertising filing requirements with the Administrator II. Anti-fraud provisions as promulgated in the Act III. Payment of filing fees with the State

II

The Admin: I. Is permitted to deny an exemption retroactively II. Cannot deny an exemption retroactively III. Can vacate a stop order retroactively IV. Cannot vacate a stop order retroactively

II, III

The Admin, by order, can deny any exemption from registration for which of the following? I. A municipal bond issued by another state, sold in the Admin's state II. An isolated non-issuer transaction III. A sale of securities to a bank trust department IV. A private placement

II, III, IV

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: I. A new registration statement must be filed with the State, if it is within 6 months of the date of sale II. An amendment must be filed, as long as it is within 6 months of the date of sale III. An additional filing fee must be paid, but no late registration fee is required IV. Both an additional filing fee and a late registration fee must be paid

II, IV

Which of the following are defined as a security under the Uniform Securities Act? I. Insurance policy II. Bank CD III. Variable annuity IV. Voting trust certificate

III, IV

Registration of a security in a State means that the:

Issue may lawfully be offered in that State

Under the Uniform Securities Act, a structured security issued by an investment bank is a(n):

Non-exempt security

An offering of fractional interests in oil and gas programs would be registered in a state by:

Qualification

The State Admin is supervised by the:

Secretary of the State

To deny or revoke a securities registration, the Admin may issue a:

Stop order

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

10 persons or less in 12 months

Registration of securities in a State by Filing become effective:

5 business days after the filing with the State is completed

Registration by Qualification can be stopped by the Admin if it is in the public interest and the: A. Applicant cannot show that the registration is not incomplete in any material respect B. Applicant can show that the registration is incomplete in any material respect C. Admin cannot show that the registration is not incomplete in any material respect D. Admin can show that the registration is incomplete in any material respect

A

Registration by Coordination can be stopped by the Administrator if it is in the public interest and the:

Admin can show that the registration is incomplete in any material respect

An application to register securities may be filed by all of the following EXCEPT a(n): A. BD B. IA C. Issuer D. Office of the company who is selling shares that are personally owned

B

A car dealership located in State A has been experiencing a period of slow sales and wants to increase business. The general manager wants to do the following promotion: "Buy a new car from us and we will give you 100 shares of our parent company's stock." Which statement is TRUE about this promotion? A. This promotion constitutes an offer to sell securities in the State B. This promotion does not constitute an offer to sell securities because no payment is made for the securities C. This promotion does not constitute an offer to sell securities because car dealerships are only subject to State franchise laws, not State securities laws D. This promotion is illegal and unethical under State law

A