The division by rule or order may require the filing of any of the following documents with respect to a covered security under Section 18(b)(2) of the Securities Act of 1933:
Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
Director: means the director of the division appointed in accordance with Section 61-1-18. See Utah Code 61-1-13
Division: means the Division of Securities established by Section 61-1-18. See Utah Code 61-1-13
Federal covered security: means a security that is a covered security under Section 18(b) of the Securities Act of 1933 or rules or regulations promulgated under Section 18(b) of the Securities Act of 1933. See Utah Code 61-1-13
Issuer: means a person who issues or proposes to issue a security or has outstanding a security that it has issued. See Utah Code 61-1-13
Process: means a writ or summons issued in the course of a judicial proceeding. See Utah Code 68-3-12.5
Security: means a:
(A)
note;
(B)
stock;
(C)
treasury stock;
(D)
bond;
(E)
debenture;
(F)
evidence of indebtedness;
(G)
certificate of interest or participation in a profit-sharing agreement;
(H)
collateral-trust certificate;
(I)
preorganization certificate or subscription;
(J)
transferable share;
(K)
investment contract;
(L)
burial certificate or burial contract;
(M)
voting-trust certificate;
(N)
certificate of deposit for a security;
(O)
certificate of interest or participation in an oil, gas, or mining title or lease or in payments out of production under such a title or lease;
(P)
commodity contract or commodity option;
(Q)
interest in a limited liability company;
(R)
life settlement interest; or
(S)
in general, an interest or instrument commonly known as a "security" or a certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase an item listed in Subsections (1)(ee)(i)(A) through (R). See Utah Code 61-1-13
sell: includes a contract for sale of, contract to sell, or disposition of, a security or interest in a security for value. See Utah Code 61-1-13
Service of process: The service of writs or summonses to the appropriate party.
State: means a state, territory, or possession of the United States, the District of Columbia, and Puerto Rico. See Utah Code 61-1-13
(a)
before the initial offer of federal covered security in this state, a notice form as prescribed by the division or all documents that are part of a federal registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, together with a consent to service of process signed by the issuer and a filing fee as determined under Section 61-1-18.4;
(b)
after the initial offer of such federal covered security in this state, all documents that are part of an amendment to a federal registration statement filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, which shall be filed concurrently with the division;
(c)
a report of the value of federal covered securities offered or sold in this state, together with a filing fee as determined under Section 61-1-18.4; and
(d)
a notice filing under this section shall be effective for one year and shall be renewed annually in order to continue to offer or sell the federal covered securities for which the notice was filed.
(2)
(a)
With respect to a security that is a covered security under Section 18(b)(4)(F) of the Securities Act of 1933, the division by rule or order may require the issuer to file a notice on SEC Form D and a consent to service of process signed by the issuer no later than 15 days after the day on which the issuer sells the covered security in this state, together with a filing fee as determined under Section 61-1-18.4.
(b)
The division shall waive the filing fee described in Subsection (2)(a) if:
(i)
the filing is timely; and
(ii)
the total offering amount listed on SEC Form D does not exceed $500,000.
(3)
The division by rule or order may require the filing of a document filed with the Securities and Exchange Commission under the Securities Act of 1933, with respect to a covered security under Securities Act of 1933, Section 18(b)(3) or (4), together with a filing fee as determined under Section 61-1-18.4.
(4)
With the concurrence of the commission, the director, by means of an adjudicative proceeding conducted in accordance with Title 63G, Chapter 4, Administrative Procedures Act, may issue a stop order suspending the offer and sale of a federal covered security, except a covered security under Section 18(b)(1) of the Securities Act of 1933, if the director finds that the order is in the public interest and there is a failure to comply with any condition established under this section.
(5)
The division by rule or order may waive any or all of the provisions of this section.
