§ 17-4-304 — Securities registration by qualification

Wyoming § 17-4-304

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 4: SECURITIES
• Art. 3: REGISTRATION OF SECURITIES AND NOTICE FILING OF

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(a) A security may be registered by qualification under
this section.
(b) A registration statement under this section must
contain the information or records specified in W.S. 17-4-305, a
consent to service of process complying with W.S. 17-4-611, and,
if required by rule adopted under this act, the following
information or records:
(i) 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;
(ii) With respect to each director and officer of the
issuer, and other person having a similar status or performing
similar functions, the person's name, address, and principal
occupation for the previous five (5) years; the amount of
securities of the issuer held by the person as of the thirtieth
day before the filing of the registration statement; the amount
of the securities covered by the registration statement to which
the person has indicated an intention to subscribe; and a
description of any material interest of the person in any
material transaction with the issuer or a significant subsidiary
effected within the previous three (3) years or proposed to be
effected;
(iii) With respect to persons covered by paragraph
(ii) of this subsection, the aggregate sum of the remuneration
paid to those persons during the previous twelve (12) months and
estimated to be paid during the next twelve (12) months,
directly or indirectly, by the issuer, and all predecessors,
parents, subsidiaries, and affiliates of the issuer;
(iv) With respect to a person owning of record or
owning beneficially, if known, ten percent (10%) or more of the
outstanding shares of any class of equity security of the
issuer, the information specified in paragraph (ii) of this
subsection other than the person's occupation;
(v) With respect to a promoter, if the issuer was
organized within the previous three (3) years, the information
or records specified in paragraph (ii) of this subsection, any
amount paid to the promoter within that period or intended to be
paid to the promoter, and the consideration for the payment;
(vi) With respect to a person on whose behalf any
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 any material interest
of the person in any material transaction with the issuer or any
significant subsidiary effected within the previous three (3)
years or proposed to be effected; and a statement of the reasons
for making the offering;
(vii) The capitalization and long term debt, on both
a current and pro forma basis, of the issuer and any 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
of value, for which the issuer or any subsidiary has issued its
securities within the previous two (2) years or is obligated to
issue its securities;
(viii) 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 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 the person or
class; the basis on 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 each underwriter and
each 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 any such agreement whose terms have
not yet been determined; and a description of the plan of
distribution of any securities that are to be offered otherwise
than through an underwriter;
(ix) The estimated monetary proceeds to be received
by the issuer from the offering; the purposes for which the
proceeds are to be used by the issuer; the estimated 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,
otherwise than in the ordinary course of business, the names and
addresses of the vendors, the purchase price, the names of any
persons that have received commissions in connection with the
acquisition, and the amounts of the commissions and other
expenses in connection with the acquisition, including the cost
of borrowing money to finance the acquisition;
(x) A description of any stock options or other
security options outstanding, or to be created in connection
with the offering, and the amount of those options held or to be
held by each person required to be named in paragraph (ii),
(iv), (v), (vi), or (viii) of this subsection and by any person
that holds or will hold ten percent (10%) or more in the
aggregate of those options;
(xi) The dates of, parties to, and general effect
concisely stated of each managerial or other material contract
made or to be made otherwise than in the ordinary course of
business to be performed in whole or in part at or after the
filing of the registration statement or that was made within the
previous two (2) years, and a copy of the contract;
(xii) A description of any pending litigation,
action, or proceeding to which the issuer is a party and that
materially affects its business or assets, and any litigation,
action, or proceeding known to be contemplated by governmental
authorities;
(xiii) A copy of any prospectus, pamphlet, circular,
form letter, advertisement, or other sales literature intended
as of the effective date to be used in connection with the
offering and any solicitation of interest used in compliance
with W.S. 17-4-202(a)(xvii)(B);
(xiv) A specimen or copy of the security being
registered, unless the security is uncertificated; a copy of the
issuer's articles of incorporation and bylaws or their
substantial equivalents, in effect; and a copy of any indenture
or other instrument covering the security to be registered;
(xv) A signed or conformed copy of an opinion of
counsel concerning the legality of the security being
registered, with an English translation if it is in a language
other than English, which states whether the security when sold
will be validly issued, fully paid, and nonassessable and, if a
debt security, a binding obligation of the issuer;
(xvi) A signed or conformed copy of a consent of any
accountant, engineer, appraiser, or other person whose
profession gives authority for a statement made by the person,
if the person is named as having prepared or certified a report
or valuation, other than an official record, that is public,
which is used in connection with the registration statement;
(xvii) A balance sheet of the issuer as of a date
within four (4) months before the filing of the registration
statement; a statement of income and a statement of cash flows
for each of the three (3) fiscal years preceding the date of the
balance sheet and for any period between the close of the
immediately previous fiscal year and the date of the balance
sheet, or for the period of the issuer's and any predecessor's
existence if less than three (3) years; and, if any part of the
proceeds of the offering is to be applied to the purchase of a
business, the financial statements that would be required if
that business were the registrant; and
(xviii) Any additional information or records
required by rule adopted or order issued under this act.
(c) A registration statement under this section becomes
effective when the secretary of state so orders.
(d) A rule adopted or order issued under this act may
require as a condition of registration under this section that a
prospectus containing a specified part of the information or
record specified in subsection (b) of this section be sent or
given to each person to which an offer is made, before or
concurrently, with the earliest of:
(i) The first offer made in a record to the person
otherwise than by means of a public advertisement, by or for the
account of the issuer or another person on whose behalf the
offering is being made or by an underwriter or broker-dealer
that is offering part of an unsold allotment or subscription
taken by the person as a participant in the distribution;
(ii) The confirmation of a sale made by or for the
account of the person;
(iii) Payment pursuant to such a sale; or
(iv) Delivery of the security pursuant to such a
sale.