Application for the qualification of the offer and sale of
securities by notification in a nonissuer transaction pursuant to Section 25131
of the Code shall be made on the following form:
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INSTRUCTIONS
Completion of Application. The application should continue
in the number sequence shown below. Any item which is inapplicable should be
listed by the number on the form, followed by the word "inapplicable."
7.Describe the business done by the issuer
and its subsidiaries and the general development of such business during the
last three years and indicate the intended development of the business in the
immediate future. Indicate any other names under which the issuer or any of its
subsidiaries have conducted business during such period.
8.List the names and home addresses of all
directors and officers of the issuer, indicating all positions and offices held
by each person named. In addition, describe any order, judgment, or decree of
any governmental agency or administrator, or of any court of competent
jurisdiction, revoking or suspending for cause any license, permit or other
authority of such person or of any corporation of which he is an officer or
director, to engage in the securities business or in the sale of a particular
security or temporarily or permanently restraining or enjoining any such person
or any corporation of which he is an officer or director from engaging in or
continuing any conduct, practice, or employment in connection with the purchase
or sale of securities, or convicting such person of any felony or misdemeanor
involving a security or any aspect of the securities business or of theft or of
any felony.
9.Furnish in tabular
form information as to the direct remuneration paid by the issuer and its
subsidiaries during the issuer's last fiscal year for services in all
capacities to each director, officer, and principal holder of securities (as
defined in item 11) whose aggregate direct remuneration during such year
exceeded $60,000, and the aggregate remuneration paid to all officers,
directors, and principal holders of securities as a group.
10.State in tabular form the title and amount
of securities called for by any options, warrants or rights, including the
purchase price of the securities so called for and the expiration dates of such
options together with the market value of the securities so called for as of
the latest practicable date. Such statements should include the foregoing
information for all options held by each officer or director of the issuer.
Except for information required with respect to each officer or director,
information with respect to option prices and expiration dates may be furnished
in ranges.
11.
A. State in tabular form the voting
securities of the issuer owned of record or beneficially by each person who
owns of record or is known by the applicant to own beneficially more than 10%
of the outstanding securities of any class of such voting securities. Such
statement should reflect the respective amounts and percentage owned either
beneficially or of record by each person and such statement should also include
information as to the amounts held by, and the terms of, any voting trust or
similar agreement with respect to more than 10% of the outstanding securities
of any class of voting securities of the issuer.
B.As to each such principal security holder
and each officer or director of the issuer who effected more than five
transactions in the securities of the issuer within the last twelve months,
state the dates of all purchases and sales of securities of the issuer by such
person, the prices received or paid and the number of securities bought or sold
in each transaction.
12.Describe any material transactions or
agreements during the 3-year period immediately preceding the filing of the
application between (i) the issuer or any of its affiliated companies, and (ii)
any of their promoters, officers, directors, principal employees, principal
security holders, underwriters or agents or any company directly or indirectly
controlled by any such person or persons. Include a detailed statement of the
number of promotional shares (as defined in Section 260.140.30 of Title 10 of
the California Code of Regulations) issued, the consideration for and any
restrictions on such shares. If securities were issued by the issuer during
such period, briefly describe each such transaction, including any sale or
distribution of the issuer's securities effected by or through a subsidiary of
the issuer.
13.If the issuer has
outstanding securities other than common stock, outline briefly the rights,
preferences, privileges and restrictions of or on such securities. If any class
of outstanding common stock is nonvoting, assessable, redeemable, or subject to
preemptive, rights or restrictions on transfer, outline briefly such
provisions. Outline briefly the rights, terms and provisions of any debt
security or other security identified in Item 6.
14.Exhibits. Attach and incorporate by
reference the following exhibits:
(NOTE: Any exhibit which is inapplicable should be listed
by letter on the application followed simply by the word
"inapplicable.")
A.Financial
Statements: With respect to the issuer, the financial statements required by
Section 260.613 of Title 10 of the California Code of Regulations.
B.All press or publicity releases,
communications to shareholders and communications to broker-dealers and
investment advisers within the preceding twelve months by the issuer or its
subsidiaries and relating to the business or intended business or to the assets
or acquisitions of the issuer or its subsidiaries.
C.Copy of any management contract or bonus
plan, contract or arrangement with any officer or director named in item 9
above.
D.The Consent to Service of
Process if required by Section 25165 of the California Corporations
Code.
15.The following
statement should be made and completed: There has not been and there is no
adverse order, judgment or decree entered in connection with the offering or
trading of securities of the issuer by any State regulatory authority, any
court or the Securities and Exchange Commission, except as follows: (if none,
so state)
16.The following
undertaking should be made by the issuer named in Item 1 above and, if the
issuer is not the applicant, executed by an authorized officer of the issuer on
its behalf:
The issuer, if it is the applicant, hereby undertakes to
furnish the Commissioner promptly copies of all current, quarterly, semi-annual
or annual reports or other material information concerning its operations
furnished to its shareholders during the period a security is qualified
pursuant to this application.
(NOTE: The application must be signed and verified in the
following manner.)
The applicant has duly caused this application to be signed
on its behalf by the undersigned, thereunto duly authorized.
___________________________________
(Applicant)
By ________________________________
___________________________________
(Title)
I certify (or declare) under penalty of perjury under the
laws of the State of California that I have read this application and the
exhibits thereto and know the contents thereof, and that the statements therein
are true and correct.
Executed at______________________on _______________,
20____
(Place) (Date)
___________________________________
(Signature)
Form of Application. The application should be typewritten
or written in the English language, on one side only of either legal or
letter-size paper.
Signing of Applications. Application should be signed by an
officer or general partner of the applicant; however, it may be signed by
another person holding a power of attorney for such purposes from the
applicant, and if signed on behalf of the applicant pursuant to such power of
attorney, should include as an additional exhibit a copy of said power of
attorney or a copy of the corporate resolution authorizing the attorney to
act.
Incorporation by Reference. In lieu of answering any
specific item in this form, an applicant may incorporate the information called
for by reference to any attached document, or to any document currently on file
with the Department. Such reference should indicate the pages or portion of the
document where the information is located.
Amendments to Applications. An amendment to any application
for qualification should contain only the information being amended by item
number and should be verified in the form prescribed for the application. Each
amendment should be accompanied by a facing page in the form prescribed by
Section 260.131 of the rules on which the applicant shall insert the fact that
the filing is an amendment and the number of the amendment.
Notes
Cal. Code Regs. Tit.
10, §
260.131
Note: Authority cited: Sections 25131(b), 25610, 25611
and 25612, Corporations Code. Reference: Sections 25130, 25131,25160 and 25162,
Corporations Code.
1. Amendment filed
5-23-78 as procedural and organizational; effective upon filing (Register 78,
No. 21). For prior history, see Register 75, No. 4.
2. Amendment
filed 10-26-84; effective thirtieth day thereafter (Register 84, No.
43).
3. Change without regulatory effect amending application fee
on form and numbers 8, 11, 12, 14A, and 15 of the Instructions filed 11-20-91
pursuant to section 100, title 1, California Code of Regulations (Register 92,
No. 9).
4. Change without regulatory effect amending certification
filed 9-25-2002 pursuant to section 100, title 1, California Code of
Regulations (Register 2002, No. 39).
1. Amendment filed
5-23-78 as procedural and organizational; effective upon filing (Register 78,
No. 21). For prior history, see Register 75, No. 4.
2. Amendment
filed 10-26-84; effective thirtieth day thereafter (Register 84, No.
43).
3. Change without regulatory effect amending application fee on
form and numbers 8, 11, 12, 14A, and 15 of the Instructions filed 11-20-91
pursuant to section 100, title 1, California Code of Regulations (Register 92,
No. 9).
4. Change without regulatory effect amending certification
filed 9-25-2002 pursuant to section 100, title 1, California Code of
Regulations (Register 2002, No. 39).
5. Change without regulatory
effect amending form filed 8-13-2014 pursuant to section 100, title 1,
California Code of Regulations (Register
2014, No. 33).
1. Amendment filed
5-23-78 as procedural and organizational; effective upon filing (Register 78,
No. 21). For prior history, see Register 75, No. 4.
2. Amendment
filed 10-26-84; effective thirtieth day thereafter (Register 84, No.
43).
3. Change without regulatory effect amending application fee on
form and numbers 8, 11, 12, 14A, and 15 of the Instructions filed 11-20-91
pursuant to section 100, title 1, California Code of Regulations (Register 92,
No. 9).
4. Change without regulatory effect amending certification
filed 9-25-2002 pursuant to section 100, title 1, California Code of
Regulations (Register 2002, No. 39).
5. Change without regulatory
effect amending form filed 8-13-2014 pursuant to section 100, title 1,
California Code of Regulations (Register
2014, No. 33).
