Or. Admin. Code § 441-065-0270 - Compensatory Benefit Plans and Contracts
(1) Creation of Classification.
(a) The Director creates a classification of
transaction in securities by an issuer designated as a compensatory benefit
plan offering that is exempt under SEC Rule 701 (17
CFR 230.701).
(b) An issuer of a compensatory benefit plan
offering that is exempt under SEC Rule 701 (17
CFR 230.701) may use this registration
rule.
(2) Application to
Register. The issuer shall submit:
(a) A
completed Form U-1 (Application to Register Securities), except documents
required under section 8 of Form U-1;
(b) A registration fee in accordance with OAR
441-065-0001;
(c) At least one completed Application to
License a Salesperson on Form U-4 and license fee as set in OAR
441-175-0002. The salesperson
must be a bona fide affiliate of the issuer, its parent or majority-owned
subsidiary, and must either:
(A) Be an
officer, director, general partner or trustee of the issuer, its parent or
majority-owned subsidiary; or
(B)
Have significant involvement in the administration of the benefit plan or
contract.
(d) The
following information:
(A) Type of business
organization;
(B) Full title of
plan or description of contracts;
(C) Type of plan;
(D) Affirmation that the offering is exempt
from federal registration pursuant to SEC Rule 701; and
(E) Aggregate offering price of securities to
be offered or sold pursuant to this application.
(e) An election regarding expiration date of
an Order of Registration pursuant to section (5) of this rule; and
(f) Any supplementary materials requested by
the Director.
(3)
Discrete Offering. Subject to the inclusion of certain offers and sales of
securities pursuant to OAR
441-065-0060 through
441-065-0230 or notice filing,
offers and sales of securities registered pursuant to this rule shall be deemed
to be part of a single, discrete offering and shall not be subject to
integration with any other offer or sale by the issuer, whether registered
pursuant to other provisions of OAR chapter 441, division 65 or otherwise
exempt from the registration requirements of ORS
59.055.
(4) Review of Application. An application for
registration pursuant to this rule shall be subject to the authority of the
Director, pursuant to ORS
59.075, to deny registration or,
pursuant to 59.085 and section (8) of this rule, to impose conditions on
registration.
(5) Order of
Registration. Renewal. An initial Order of Registration, if issued, shall, at
the election of the registrant, expire 30 days following the end of the
issuer's fiscal year, otherwise, one year after the date of issuance. The
election must be made at the time application is made pursuant to section (3)
of this rule. An application may be submitted for renewal. An Order of Renewal,
if issued, shall expire one year after the date of issuance.
(6) Conditions of Registration. The following
conditions shall be imposed upon every Order of Registration or Renewal issued
pursuant to this rule:
(a) The issuer, its
parent or majority-owned subsidiary shall provide each participant in a
compensatory benefit plan with a copy of such plan, and a copy of a written
contract relating to compensation shall be provided to the parties;
and
(b) This registration shall be
effective only while the federal exemption under
17
CFR 230.701 is available to the issuer for
this offering.
(7) Order
of Registration. Continued Effectiveness. An issuer may rely on this rule with
respect to offers made pursuant to this rule prior to the issuer becoming
subject to the reporting requirements of Section (13) or (15)(d) of the
Securities Exchange Act of 1934 ( 15 USC 78 a et seq.), and sales consummating
such offers may be made thereafter in reliance upon this rule and an effective
Order of Registration or Renewal.
(8) Full Disclosure. This rule shall not be
construed as waiving or modifying the provisions of the Oregon Securities Law
relating to disclosure of material information to investors.
Notes
Forms & Publications referenced are available from the agency.
Stat. Auth.: ORS 59.065 & 59.285
Stats. Implemented: ORS 59.065 & 59.285
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