§ 17-18-106 — Statement; consent to service of process; filing fee; copy to target company

Wyoming § 17-18-106

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 18: WYOMING MANAGEMENT STABILITY ACT
• Art. 1: GENERAL PROVISIONS

Text

(a) The offeror, before making a takeover offer, shall
file with the secretary of state a statement in compliance with
subsection (b) of this section and a consent to service of
process. The offeror shall pay a filing fee of seven hundred
fifty dollars ($750.00) and shall, not later than the filing
date of the statement, deliver a copy of the statement to the
target company at its principal office and, if different, to its
Wyoming registered agent for service of process.
(b) If a takeover offer is subject to any federal law, the
statement shall be one (1) copy of each document required to be
filed with the securities and exchange commission and any other
federal agency. If the takeover offer is not subject to any
requirement of federal law, the statement shall be filed on
forms prescribed by the secretary of state and shall contain the
following information:
(i) The identity of and material information
concerning the offeror, including:
(A) If the offeror is a corporation, information
concerning its organization, including the year and jurisdiction
of its organization, a description of each class of its capital
stock and long-term debt, a description of the business done by
the offeror and its affiliates and any material changes of its
business during the past three (3) years, a description of the
location and character of the principal properties of the
offeror and its affiliates, a description of any material
pending legal or administrative proceedings in which the offeror
or any of its affiliates is a party, the names of all directors
and executive officers of the offeror and their material
business activities and affiliations during the past three (3)
years, and audited financial statements of the offeror and its
affiliates for its three (3) most recent annual accounting
periods and interim financial statements for any current period;
(B) If the offeror is not a corporation,
information concerning the person's background, including his
material business activities and affiliations during the past
three (3) years, and a description of any material pending legal
or administrative proceeding in which he is a party.
(ii) The source and amount of funds or other
consideration used or to be used in acquiring any equity
security, including a statement describing any securities which
are being offered in exchange for the equity securities of the
target company, and, if any part of the acquisition price is or
will be represented by borrowed funds or other consideration, a
description of the transaction and the names of all the parties;
(iii) If the purpose of the acquisition is to gain
control of the target company, a statement of any plans or
proposals or negotiations with respect to the acquisition which
the offeror has upon gaining control to liquidate the target
company, sell its assets, effect its merger or consolidation, or
make any other major change in its business, corporate
structure, management or personnel;
(iv) The number of shares or units of any equity
security of the target company of which each offeror is the
record or beneficial owner or which the offeror has a right to
acquire, directly or indirectly;
(v) Information as to any contracts, arrangements,
understandings or negotiations with any person concerning any
equity security of the target company, including transfers of
any equity security, joint ventures, loan or option
arrangements, puts and calls, guarantees of loan, guarantees
against loss, guarantees of profits, division of losses or
profits, or the giving or withholding of proxies, naming the
persons with whom those contracts, arrangements or
understandings have been entered;
(vi) Information as to any contracts, arrangements,
understandings or negotiations, with any person who is an
officer, director, administrator, manager, executive employee,
or record or beneficial owner of equity securities of the target
company with respect to the tender of any equity securities of
the target company, the purchase by the offeror of any equity
securities owned by that person otherwise than pursuant to the
takeover offer, the retention of any person in his present
position or in any other management position or with respect to
that person giving or withholding a favorable recommendation to
the takeover offer;
(vii) A description of the provisions made or to be
made for providing all material information concerning the
takeover offer to the offerees, including a description of the
proposed takeover offer in the form proposed to be published or
sent to the offerees initially disclosing the takeover offer;
and
(viii) Any other information which the secretary of
state prescribes by regulation.