Title 3 . Commerce, Community, and Economic Development

Chapter 8 . Land Sales

Section 230. Effectiveness, post-registration, and post-notice requirements for securities

3 AAC 08.230. Effectiveness, post-registration, and post-notice requirements for securities

(a) After an application for registration of securities or a notice filing for federal covered securities becomes effective the offering may be commenced in accordance with AS 45.55 and the terms and conditions of the certificate of registration. The administrator will, in the administrator's discretion, delay issuance of a certificate of registration of securities, but not a certificate of notice pending an applicant's completion of arrangements satisfactory to the administrator for the sale and distribution of the securities.

(b) The administrator will, in the administrator's discretion, terminate an application for registration or exemption before the effective date of the registration or exemption, if the applicant requests withdrawal, or if the offering has been abandoned or discontinued for three months after the date that the application was received. The withdrawal or termination does not preclude commencement of proceedings for denial, suspension, or revocation of registration as provided in AS 45.55.120 .

(c) If an application is withdrawn or terminated under (b) of this section, the administrator will record that action in the register of applications maintained under AS 45.55.970 (b). The administrator will notify the applicant by regular mail that the application has been terminated. The applicant may submit a new application, which will be treated as a new application by the administrator.

(d) The administrator will notify an applicant by deficiency letter of an omission or noncompliance with any requirement for registration. An applicant's failure to comply with the requirements of a deficiency letter is grounds for entry of a stop order under AS 45.55.120 .

(e) Before its effective date as determined under 3 AAC 08.085(d) , a notice filing for federal covered securities may be withdrawn by the applicant or terminated by the administrator, upon the request of the applicant, or if the notice filer refuses to pay the required notice filing fee. For purposes of this subsection, a notice filer is considered to have refused to pay the required notice fee if the administrator sends a letter by regular mail to the notice filer informing the notice filer of the deficiency of the notice fee, and the administrator does not receive full payment of the notice fee within 30 calendar days after the date the letter was sent.

(f) The administrator will terminate a notice filing for federal covered securities by recording that action in the register of notice filings maintained under AS 45.55.970 (b). The administrator will notify the notice filer by regular mail that the notice filing has been terminated. The notice filer may submit a new notice, which will be treated as a new notice by the administrator.

(g) After filing an application for registration, and during the period that a registration is effective, the applicant or registrant shall promptly file with the administrator a correcting amendment within 15 days after discovery of

(1) a statement, document, or information contained in the application that has become inaccurate, incorrect, or misleading; or

(2) a change in circumstances that makes an amendment necessary for a full and fair disclosure of all material facts affecting the issuer's business or offering.

(h) A registrant shall file an amended prospectus as required under 3 AAC 08.120(d) -(e).

(i) An amendment under (g) or (h) of this section must contain the appropriate information or document to which the change pertains. If a document is being amended, a revised form or marked copy must be submitted, or a copy of an existing document, pertinent pages from that document, or a sticker amendment reflecting the changes must be attached. A deletion must be identified by lining through wording, and a substitution or addition must be identified by underlining new language.

(j) If an amendment under (h) of this section to a prospectus is presented in "draft" or "proof" form, a final copy of the prospectus must be filed when completed.

(k) An applicant for registration by qualification, in addition to the copies of amendments, prospectuses, and financial statements, must file a copy of each amendment marked to indicate clearly and precisely the changes effected in the registration statement by that amendment; if the amendment alters the text of the prospectus or of any item, exhibit, or other document previously filed as a part of the registration statement, the changes in the text must be indicated by means of underlining or in some other appropriate manner.

( l ) An issuer that offers its securities for sale under a registration, other than through a broker-dealer, shall preserve the following records during the period those securities are offered for sale and for three years following the expiration date of the registration to sell those securities:

(1) a copy of the application for registration with exhibits;

(2) a copy of each advertisement, together with a complete record of the dates, names and addresses of media carrying that advertisement;

(3) the original of any communication received and a copy of any communication sent by the issuer pertaining to the offering, sale, and transfer of the securities;

(4) the original of each subscription or purchase agreement executed by purchasers of those securities;

(5) a list with the name and address of each person purchasing those securities, the amount and type of securities purchased by each, the consideration paid by each, whether payment by that person was in cash, property, services, a note, or another form, and the name of the agent making the sale to that person;

(6) a list with the name and address of each person selling securities for the issuer and the date each was registered to sell securities for the issuer.

(m) The requirements of (g)-(1) of this section do not apply to an issuer that submits a notice filing for federal covered securities.

History: Eff. 2/20/72, Register 41; am 4/19/2000, Register 154; am 10/26/2000, Register 156

Authority: AS 45.55.075

AS 45.55.110

AS 45.55.950