3 AAC 08.506 - Notice filing procedures for transactions of federal covered securities not involving public offerings
(a) An issuer
offering a federal covered security in a transaction that is not a public
offering for the purposes of 15 U.S.C. 77 d(2) and
15 U.S.C.
77 r(b)(4)(D) (secs. 4(a)(2) and 18(b)(4)(D)
of the Securities Act of 1933) shall file with the administrator through the
EFD system no later than 15 days after the first sale of that federal covered
security in this state
(1) a notice on SEC
Form D, including Part E and the Appendix, or on any successor form adopted by
the SEC; and
(2) a nonrefundable
notice filing fee as provided in
3
AAC 08.920(a) (3).
(b) A notice filing under this
section is effective
(1) only if the
administrator receives through the EFD system each item required by (a) of this
section; and
(2) on the date that
the administrator receives through the EFD system the last of the items
required by (a) of this section.
(c) After receipt of the items required by
(a) of this section, the administrator will issue through the EFD system a
certificate of notice as of the date of receipt of those items. Sales may occur
before the effective date of the notice filing under this section.
(d) A notice filing under this section is
valid for one year from the effective date established under (b) of this
section. To renew a notice, the issuer must submit the items required by (a) of
this section to the administrator through the EFD system, as if the issuer were
making an initial filing. The administrator will not accept a renewal earlier
than 60 days before the expiration date of the filing.
(e) To qualify as a federal covered security
under AS
45.55.075, offers and sales under this
section must satisfy all the terms and conditions of this section and
17 C.F.R.
230.506.
(f) Notwithstanding (a) of this section, an
issuer may choose to claim an available exemption under
AS
45.55.900 even if the issuer has filed an SEC
Form D with the SEC. However, securities offered under an available exemption
under AS
45.55.900 will not be considered federal
covered securities.
Notes
Authority:AS 45.55.075
AS 45.55.950
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