USA - Securities Registration Flashcards
Basic definition of a security is any investment in a common enterprise for profit with management _____
performed by another party
Odd things that are considered securities are:
- whiskey warehouse receipts
- merchandising marketing schemes
- commodity options contracts
Specifically EXCLUDED from the definition of a security are:
- insurance or endowment policies or contracts
- fixed annuities
- ownership interests in credit unions
- commodities futures contracts
- interests in both contributory and non-contributory retirement plans
Basically, any unlisted, OTC or Pink sheet securities, fall under _____ registration
state
A gift of assessable stock is considered to be a _____
sale
Securities given as part of a bonus are considered _____
a sale
Offers if warrants, rights, or convertible securities are considered _____
sales
Security registrations are good for _____ with _____ updates
good for 1 year with quarterly updates
The issuer, any person on whose behalf the offering is to be made, or a BD can file the _____
registration application
Registration by filing is for ______ companies
seasoned
Registration by filing is also used by ______ wishing to sell shares (ie rule 144)
non-issuers
For registration by filing, registration is effective on the ____ after filing
5th business day
Registration by coordination is when you conduct the state registration at the same time (and with the same information) as the _____ filing
SEC
For filing by coordination, application must be on file for ______
10 business days
Registration by qualification is the most _____
difficult (think O&G programs)
For registration by qualification, registration is effective when ______
the administrator says so
Each registration is effective for ____ from its effective date
1 year from the effective date
The State Administrator is overseen by the State _____
Secretary
The term “guaranteed” refers to a guarantee of ____, ____, and _____
dividends, interest, and principal
If you are amending a registration statement to issue additional shares (because the issuer is over-subscribed), you have to pay both ____ and ____
an additional filing fee and a late registration fee
Secondary market trades of securities listed on the Toronto Stock Exchange are given _____
an exemption
Non-solicited customer orders are defined as ______
exempt transactions
To be considered a private placement under the USA, no commission can be paid, no ads can be placed, and it can not be offered to more than _____
10 people
For pre-organization certificates to be exempt under the USA, the number of subscribers is limited to _____
10 people
Is advertising acceptable for pre-organization certs and they are still considered exempt?
YES
The state cannot suspend an issue based on a fact known prior to the effective date unless such action is taken within _____ of the effective date
30 days
The state admin ______ deny an exemption retroactively, but ______ vacate a stop order retroactively
CANNOT deny an exemptions retroactively but CAN vacate a stop order retroactively
The Admin CAN summarily deny or revoke the exemption of a _____ issue (think “church”)
non-profit charitable organization
Filing fees are only required for securities registrations in the primary market, not the _____
secondary market
