Title 3 . Commerce, Community, and Economic Development

Chapter 8 . Land Sales

Section 610. Qualifications for small corporate offerings

3 AAC 08.610. Qualifications for small corporate offerings

(a) An applicant may use NASAA Form U-7, or its successor if

(1) the corporation or limited liability company relies upon and meets the requirements of either 17 C.F.R. 230.251 - 17 C.F.R. 230.263 (Regulation A), or 17 C.F.R. 230.501 - 17 C.F.R. 230.504 and 17 C.F.R. 230.507 (Rule 504 of Regulation D), and engages in or proposes to engage in a business other than petroleum exploration or production, mining, or other extractive industry;

(2) the offering describes the specific business, properties and use of all proceeds; blind pool offerings are ineligible;

(3) the securities are offered and sold only on behalf of the issuer; however, a selling security-holder, including a purchasing underwriter in a firm commitment underwriting or an affiliate of the issuer, may use NASAA Form U-7, or its successor, to register the securities for resale, if

(A) for an offering or sale made in reliance upon

(i) 17 C.F.R. 230.251 - 17 C.F.R. 230.263 (Regulation A), those regulations permit resale by the selling security-holder; or

(ii) 17 C.F.R. 230.501 - 17 C.F.R. 230.504 and 17 C.F.R. 230.507 (Rule 504 of Regulation D), those regulations permit resale by the selling security-holder;

(B) the issuer specifically requests that the administrator waive the restriction in this paragraph; and

(C) the administrator grants the waiver request made under (B) of this paragraph;

(4) the offering price for common stock, the exercise price for options, warrants or rights for common stock, or the conversion price for securities that are convertible into common stock is equal to or greater than $1 per share;

(5) the issuer does not split the issuer's common stock or declare a stock dividend for two years after the effective date of the registration without the written consent of the administrator;

(6) commissions, fees, or other remuneration for soliciting a prospective purchaser in this state in connection with an offering made under 3 AAC 08.600 - 3 AAC 08.650 are paid only to persons who the issuer reasonably believes are registered under AS 45.55.030 , if required;

(7) the aggregate offering price of the securities within or outside this state does not exceed the greater of

(A) $1,000,000;

(B) the amount allowed under 17 C.F.R. 230.251(b), for an offering or sale made in reliance upon 17 C.F.R. 230.251 - 230.263 (Regulation A); or

(C) the amount allowed under 17 C.F.R. 230.504(b)(2), for an offering or sale made in reliance upon 17 C.F.R. 230.501 - 230.504 and 17 C.F.R. 230.507 (Rule 504 of Regulation D); however, NASAA Form U-7, or its successor, is not available to an issuer that is subject to the reporting requirements of 15 U.S.C. 78m and 15 U.S.C. 78o-5 (secs. 13 and 15C of the Securities Act of 1934);

(8) the issuer files with the

(A) SEC an

(i) SEC Form 1-A, or its successor, claiming exemption of the offering from registration under 17 C.F.R. 230.251, and also files other documents that the SEC requires to be filed under 17 C.F.R. 230.252; or

(ii) SEC Form D, or its successor, claiming exemption of the offering from registration under 17 C.F.R. 230.504; and

(B) administrator a copy of the materials filed under (A) of this paragraph, with appropriate state signature pages, at the same time that those materials are filed with the SEC; and

(9) for registration of debt offerings, the issuer demonstrates a reasonable ability to service its debt.

(b) For purposes of this section, 17 C.F.R. 230.251 (b) and 17 C.F.R. 230.504(b)(2), as revised as of October 1, 1999, are adopted by reference.

(c) In this section, "aggregate offering price" has the meaning given in 17 C.F.R. 230.501(c). For purposes of this section, 17 C.F.R. 230.501(c), as revised as of October 1, 1999, is adopted by reference.

History: Eff. 9/18/91, Register 119; am 4/19/2000, Register 154

Authority: AS 45.55.110

AS 45.55.950