PURPOSE: This rule promotes uniformity with other
states and prescribes standards to be used in connection with the registration
of debt securities.
PUBLISHER'S NOTE: The secretary of state has
determined that the publication of the entire text of the material which is
incorporated by reference as a portion of this rule would be unduly cumbersome
or expensive. Therefore, the material which is so incorporated is on file with
the agency who filed this rule, and with the Office of the Secretary of State.
Any interested person may view this material at either agency's headquarters or
the same will be made available at the Office of the Secretary of State at a
cost not to exceed actual cost of copy reproduction. The entire text of the
rule is printed here. This note refers only to the incorporated by reference
material.
(1) The Securities
Division will apply the North American Securities Administrators Association,
Inc. (NASAA) Statement of Policy Regarding Debt Securities when conducting a
merit review of debt offerings to determine whether an offering is fair, just
and equitable.
(2) The Securities
Division hereby incorporates by reference the NASAA Statement of Policy
Regarding Debt Securities, as adopted by NASAA on April 25, 1993.
(3) Development Stage Issuers. The issuance
of debt securities by an issuer in the promotional or development stage with no
substantial net earnings from normal business operations during each of its
last three (3) fiscal years will be viewed by the division as being unfair,
unjust and inequitable.
(4)
Suitability.
(A) In establishing standards of
fairness and equity, the Securities Division has established the following
investor suitability guidelines for debt offerings registered under the Act:
1. A gross income of forty-five thousand
dollars ($45,000) and a net worth of forty-five thousand dollars ($45,000)
(exclusive of home, home furnishings and automobiles); or
2. A net worth of one hundred fifty thousand
dollars ($150,000) (exclusive of home, home furnishings and automobiles);
and
3. No more than ten percent
(10%) of any one (1) Missouri investor's liquid net worth shall be invested in
the securities being registered with the Securities Division.
(B) The suitability standard in
subsection (4)(A) is a guideline. Higher or lower suitability standards may be
established or may be required by the Securities Division as a condition of
registration.
(C) The suitability
standards must be disclosed in the prospectus.
Notes
15 CSR 30-52.120
AUTHORITY: sections
409.3-306
and
409.6-605,
RSMo Supp. 2003.* Original rule filed May 21, 1969, effective Aug. 1, 1969.
Amended: Filed July 21, 1972, effective Aug. 1, 1972. Amended: Filed Nov. 15,
1974, effective Nov. 25, 1974. Rescinded and read-opted: Filed Aug. 30, 2002,
effective Feb. 28, 2003. Emergency amendment filed Aug. 19, 2003, effective
Sept. 12, 2003, expired March 9, 2004. Amended: Filed Aug. 22, 2003, effective
Feb. 29, 2004.
*Original authority: 409.3-306, RSMo 2003; 409.6-605, RSMo
2003.