Vermont § 5304 - Securities registration by qualification

§ 5304. Securities registration by qualification

• (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 section 5305 of this chapter, a consent to service of process complying
  with section 5611 of this chapter, and, if required by rule adopted under this chapter,
  the following information or records: (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 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 years; the amount of securities of the issuer held
  by the person as of the 30th 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 years or proposed to be effected; (3) with respect to persons covered by subdivision (2) of this subsection, the aggregate
  sum of the remuneration paid to those persons during the previous 12 months and estimated
  to be paid during the next 12 months, directly or indirectly, by the issuer, and all
  predecessors, parents, subsidiaries, and affiliates of the issuer; (4) with respect to a person owning of record or owning beneficially, if known, 10 percent
  or more of the outstanding shares of any class of equity security of the issuer, the
  information specified in subdivision (2) of this subsection other than the person’s
  occupation; (5) with respect to a promoter, if the issuer was organized within the previous three
  years, the information or records specified in subdivision (2) 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; (6) 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 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 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 years or is obligated to issue 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 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; (9) 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; (10) 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 subdivisions (2), (4), (5), (6), or
  (8) of this subsection and by any person that holds or will hold 10 percent or more
  in the aggregate of those options; (11) 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 years, and a copy of the contract; (12) 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; (13) 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 subdivision 5202(17)(B)
  of this chapter; (14) 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; (15) 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, that 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; (16) 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; (17) a balance sheet of the issuer as of a date within four months before the filing of
  the registration statement; a statement of income and a statement of cash flows for
  each of the three 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 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 (18) any additional information or records required by rule adopted or order issued under
  this chapter. (c) A registration statement under this section becomes effective 30 days, or any shorter
  period provided by rule adopted or order issued under this chapter, after the date
  the registration statement or the last amendment other than a price amendment is filed,
  if: (1) a stop order is not in effect, and a proceeding is not pending under section 5306
  of this chapter; (2) the Commissioner has not issued an order under section 5306 of this chapter delaying
  effectiveness; (3) the applicant or registrant and the Commissioner or the Commissioner’s designee have
  not mutually agreed to delay effectiveness for a specified period of time; or (4) the applicant or registrant has not requested that effectiveness be delayed. (d) The Commissioner may delay effectiveness once for not more than 90 days if the Commissioner
  determines the registration statement is not complete in all material respects and
  promptly notifies the applicant or registrant of that determination. The Commissioner
  may also delay effectiveness for a further period of not more than 30 days if the
  Commissioner determines that the delay is necessary or appropriate. (e) A rule adopted or order issued under this chapter 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: (1) 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; (2) the confirmation of a sale made by or for the account of the person; (3) payment pursuant to such a sale; or (4) delivery of the security pursuant to such a sale. (Added 2005, No. 11, § 1, eff. July 1, 2006.)