Guam § 46304 - Registration by Qualification.

§ 46304. Registration by Qualification.

(a) Any security may be registered by qualification.

(b) A registration statement under this section shall contain the

following information and be accompanied by the following documents in

addition to the information specified in § 46305(c) and the consent to

service of process required by § 46414(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; his

name, address, and principal occupation for the past five (5) years; the

amount of securities of the issuer held by him as of a specified date

within thirty (30) days of the filing of the registration statement; the

amount of the securities covered by the registration statement to which

he has indicated his intention to subscribe; and a description of any

material interest in any material transaction with the issuer or any

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significant subsidiary effected within the past three (3) years or

proposed to be effected;

(3) with respect to persons covered by clause (2): the

remuneration paid during the past twelve (12) months and estimated to

be paid during the next twelve (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 any person owning of record, or beneficially if

known, ten percent (10%) more of the outstanding shares of any class

of equity security of the issuer: the information specified in clause (2)

other than his occupation;

(5) with respect to every promoter if the issuer was organized

within the past three (3) years: the information specified in clause (2),

any amount paid to him within that period or intended to be paid to

him, and the consideration for any such payment;

(6) with respect to any person on whose behalf any part of the

offering is to be made in a non-issuer distribution: his name and

address; the amount of securities of the issuer held by him as of the

date of the filing of the registration statement; a description of any

material interest in any material transaction with the issuer or any

significant subsidiary effected within the past three (3) years or

proposed to be effected; and a statement of his 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 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) for which the issuer or any

subsidiary has issued any of its securities within the past two (2) 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 therefrom at which any proportion of the offering is to be

made to any person or class of persons other than the underwriters,

with a specification of any such person or class; the basis upon which

the offering is to be made if otherwise than for cash; the estimated

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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 findings in

connection with the offering) or, if the selling discounts or

commissioners 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

pursuant to which the distribution is to be made, or the proposed form

of any agreement whose terms have not yet been determined; and a

description of the plan or distribution of any securities which are to be

offered otherwise 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 any such funds; and, if any part of the proceeds is

to be used to acquire any property (including goodwill) otherwise than

in the ordinary course of business, the names and addresses of the

vendors, the purpose price; the names of any persons who have

received commissions in connection with the acquisition, and the

amounts of any such commissions and any other expense in connection

with the acquisition (including the cost of borrowing money to finance

the acquisition);

(10) a description of any stock options or other security options

outstanding, or to be created in connection with the offering, together

with the amount of any such options held or to be held by every person

required to be named in clause (2), (4), (5), (6), or (8) and by any

person who holds or will hold ten per cent (10%) or more in the

aggregate of any such 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 (2) years, together with a

copy of every such contract; and a description of any pending litigation

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or proceeding to which the issuer is a party and which materially

affects its business or assets (including any such litigation or

proceeding known to be contemplated by governmental authorities);

(12) 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;

(13) a specimen or copy of the security being registered; a copy of

the issuer's articles of incorporation and by-laws, or their substantial

equivalents, as currently in effect; and 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 and English

translation if it is in a foreign language), which shall state 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 any accountant, engineer, appraiser, or

other person whose profession gives authority to a statement made by

him, if any such person is named as having prepared or certified a

report or valuation (other than a public and official document or

statement) which is used in connection with the registration statement;

(16) a balance sheet of the issuer as of a date within four (4)

months prior to the filing of the registration statement; a profit and loss

statement and analysis of surplus for each of the three (3) 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 any predecessors' 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 any business, the same financial statements

which would be required if that business were the registrant; and

(17) such additional information as the Administrator requires by

rule or order.

(c) A registration statement under this section becomes effective when

the Administrator so orders.

(d) The Administrator may by rule or order require as a condition of

registration under this section that a prospectus containing any designated

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part of the information specified in subsection (b) be sent or given to each

person to whom an offer is made before or concurrently with (1) the first

written offer made to him (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 any underwriter or broker-

dealer who is offering part of an unsold allotment or subscription taken by

him as a participant in the distribution, (2) the confirmation of any sale

made by or for the account of any of any such persons, (3) payment

pursuant to any such sale, or (4) delivery of the security pursuant to any

such sale, whichever first occurs.