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- Alaska Statutes.
- Title 45. Trade and Commerce
- Chapter 55. Alaska Securities Act
- Section 100. Registration By Qualification.
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Section 90. Registration By Coordination.
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Section 110. Provisions Applicable to Registration and Notice Filings.
AS 45.55.100. Registration By Qualification.
- (a) A security may be registered by qualification.
- (b) A registration statement under this section must contain the following information and be accompanied by the following
documents in addition to the information specified in AS 45.55.110
(c) and the consent to service of process required by AS 45.55.980
(g):
- (1) with respect to the issuer and any significant subsidiary: its name, address, and form of organization; the state or
foreign jurisdiction and date of its organization; the general character and location of its business; a description of
its physical properties and equipment; and a statement of the general competitive conditions in the industry or
business in which it is or will be engaged;
- (2) with respect to every director and officer of the issuer, or person occupying a similar status or performing similar
functions: the person's name, address, and principal occupation for the past five years; the amount of securities of
the issuer held by the person as of a specified date within 30 days of the filing of the registration statement; the
amount of the securities covered by the registration statement to which the person has indicated an intent to
subscribe; and a description of a material interest in a material transaction with the issuer or a significant
subsidiary effected within the past three years or proposed to be effected;
- (3) with respect to persons covered by (2) of this subsection: the remuneration paid during the past 12 months and
estimated to be paid during the next 12 months, directly or indirectly, by the issuer, together with all predecessors,
parents, subsidiaries, and affiliates, to all those persons in the aggregate;
- (4) with respect to a person owning of record, or beneficiary if known, 10 percent or more of the outstanding shares of
any class of equity security of the issuer: the information specified in (2) of this subsection other than the person's
occupation;
- (5) with respect to every promoter if the issuer was organized within the past three years: the information specified in
(2) of this subsection, an amount paid to the promoter within that period or intended to be paid to the promoter, and
the consideration for the payment;
- (6) with respect to a person on whose behalf a part of the offering is to be made in a nonissuer distribution: the
person's name and address; the amount of securities of the issuer held by the person as of the date of the filing of
the registration statement; a description of a material interest in a material transaction with the issuer or a
significant subsidiary effected within the past three years or proposed to be effected; and a statement of the reasons
for making the offering;
- (7) the capitalization and long-term debt, on both a current and a pro forma basis, of the issuer and a significant
subsidiary, including a description of each security outstanding or being registered or otherwise offered, and a
statement of the amount and kind of consideration, whether in the form of cash, physical assets, services, patents,
goodwill, or anything else, for which the issuer or a subsidiary has issued any of its securities within the past two
years or is obligated to issue any of its securities;
- (8) the kind and amount of securities to be offered; the proposed offering price or the method by which it is to be
computed; any variation from this at which a proportion of the offering is to be made to a person or class of persons
other than the underwriters, with a specification of that person or class; the basis upon which the offering is to be
made if otherwise than for cash; the estimated aggregate underwriting and selling discounts or commissions and finders'
fees, including separately cash, securities, contracts, or anything else of value to accrue to the underwriters or
finders in connection with the offering, or, if the selling discounts or commissions are variable, the basis of
determining them and their maximum and minimum amounts; the estimated amounts of other selling expenses, including
legal, engineering, and accounting charges; the name and address of every underwriter and every recipient of a finder's
fee; a copy of any underwriting or selling-group agreement under which the distribution is to be made, or the proposed
form of the agreement whose terms have not yet been determined; and a description of the plan of distribution of any
securities which are to be offered other than through an underwriter;
- (9) the estimated cash proceeds to be received by the issuer from the offering; the purposes for which the proceeds are to
be used by the issuer; the amount to be used for each purpose; the order or priority in which the proceeds will be used
for the purposes stated; the amounts of any funds to be raised from other sources to achieve the purposes stated; the
sources of the funds; and, if a part of the proceeds is to be used to acquire property, including goodwill, other than
in the ordinary course of business, the names and addresses of the vendors, the purchase price, the names of persons
who have received commissions in connection with the acquisition, and the amounts of the commissions and any other
expense in connection with the acquisition, including the cost of borrowing money to finance the acquisition;
- (10) a description of a stock option or other security options outstanding, or to be created in connection with the
offering, together with the amount of the options held or to be held by every person required to be named in (2), (4),
(5), (6), or (8) of this subsection and by a person who holds or will hold 10 percent or more in the aggregate of the
options;
- (11) the dates of, parties to, and general effect concisely stated of, every management or other material contract made or
to be made otherwise than in the ordinary course of business if it is to be performed in whole or in part at or after
the filing of the registration statement or was made within the past two years, together with a copy of every such
contract; and a description of any pending litigation or proceeding to which the issuer is a party and which materially
affects its business or assets, including the litigation or proceeding known to be contemplated by governmental
authorities;
- (12) a copy of a prospectus, pamphlet, circular, form letter, advertisement, or other sales literature intended as of the
effective date, to be used in connection with the offering;
- (13) a specimen or copy of the security being registered; a copy of the issuer's articles of incorporation and bylaws, or
their substantial equivalents, as currently in effect; and a copy of any indenture or other instrument covering the
security to be registered;
- (14) a signed or conformed copy of an opinion of counsel as to the legality of the security being registered, with an
English translation if it is in a foreign language, that states whether the security when sold will be legally issued,
fully paid, and nonassessable, and, if a debt security, a binding obligation of the issuer;
- (15) the written consent of an accountant, engineer, appraiser, or other person whose profession gives authority to a
statement made by the person, if the person is named as having prepared or certified a report or valuation, other than
a public and official document or statement, that is used in connection with the registration statement;
- (16) a balance sheet of the issuer as of a date within four months before the filing of the registration statement; a
profit and loss statement and analysis or surplus for each of the three fiscal years preceding the date of the balance
sheet and for any period between the close of the last fiscal year and the date of the balance sheet, or for the period
of the issuer's and a predecessor's existence if less than three years; and, if any part of the proceeds of the
offering is to be applied to the purchase of a business, the same financial statements which would be required if that
business were the registrant; and
- (17) the additional information that the administrator requires by regulation or order.
- (c) A registration statement under this section becomes effective when the administrator so orders.
- (d) The administrator may by regulation or order require as a condition of registration under this section that a
prospectus containing a designated part of the information specified in (b) of this section be sent or given to each
person to whom an offer is made before or concurrently with whichever of the following occurs first:
- (1) the first written offer made to the person, otherwise than by means of a public advertisement, by or for the account
of the issuer or any other person on whose behalf the offering is being made, or by an underwriter or broker-dealer who
is offering part of an unsold allotment or subscription taken by the underwriter or broker-dealer as a participant in
the distribution;
- (2) the confirmation of a sale made by or for the account of any such person;
- (3) payment under the sale; or
- (4) delivery of the security under the sale.
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