Ariz. Admin. Code § R14-4-142 - Securities Offerings on the Internet

A. Scope of Section. This Section applies to any offer for sale of securities placed on the Internet, except for those offers for sale from Arizona. As used in this Section, the term "Internet" is to be construed liberally to include all proprietary or common carrier electronic systems, or similar media.

B. An offer for sale of securities placed on the Internet by, or on behalf of, an issuer, involving securities that will not be sold in Arizona pursuant to the Internet offer, shall be exempt from the provisions of A.R.S. §§ 44-1841 and 44-3321, and the offeror of such securities shall be exempt from A.R.S. § 44-1842, provided that:

1. The Internet offer for sale prominently and conspicuously indicates on the cover page of any offering document and on any subscription agreement document (a) that the securities are not being offered to persons in Arizona, or (b) in which specific states, other than Arizona, the securities are being offered;

2. The offer for sale is not otherwise specifically directed to any person in Arizona by, or on behalf of, the issuer; and

3. No sales of the issuer's securities are made in Arizona as a direct or indirect result of the Internet offer for sale.

C. Any issuer who places an offer for sale of securities on the Internet in accordance with this Section may subsequently offer and sell such securities to persons in Arizona pursuant to a valid exemption from registration, or by filing a registration statement pursuant to A.R.S. §§ 44-1871, 44-1891, 44-1901 or 44-1902, or by filing a notice pursuant to A.R.S. § 44-3321. Where a registration statement is required, the issuer shall not make a sale of such securities to a person in Arizona until 30 days after the filing of the registration statement or the effective date of the registration statement, whichever is later.

Notes

Ariz. Admin. Code § R14-4-142

Adopted effective September 11, 1998 (Supp. 98-3).