Pennsylvania Bulletin

PA Bulletin, Doc. No. 99-1183a

[29 Pa.B. 3898]

[Continued from previous Web Page]

   [(c)] (b)  * * *

*      *      *      *      *

   [(d)] (c)  * * *

   [(e)] (d)  During the period of the offering, the issuer shall take steps necessary to ensure that the material information contained in its notice remains current and accurate in all material respects. If a material statement made in the notice, or an attachment thereto, becomes materially incorrect or inaccurate, the issuer shall file an amendment with the Commission [an amendment on Form AM] in accordance with § 609.011 (relating to amendments to filings with Commission) within 5 business days of the occurrence of the event which required the filing of the amendment.

§ 203.091.  Equity securities issued by reporting company.

*      *      *      *      *

   (c)  For purposes of this section and the availability of the exemption contained in section 203(i.l) of the act (70 P. S. § 1-203(i.1), the term ''equity security'' includes:

   (1)  Common stock, preferred stock and nondebt securities convertible into common or preferred stock.

   (2)  Nontransferable warrants to purchase any of the foregoing.

   (3)  Transferable warrants exercisable within not more than 90 days of issuance to purchase any of the foregoing.

FORM 203-I

(Instruction Sheet)

PENNSYLVANIA SECURITIES COMMISSION

*      *      *      *      *

Notice under Section 203(i) of the
Pennsylvania Securities Act of 1972
__________

NOTE:  Under Regulation 603.011, a document is not deemed filed with the Commission unless complete and properly executed in all material respects.

Who May File:  Only issuers meeting the following requirements may file Form 203-I: (1) the issuer is a reporting company as defined in Section 102(q) of the Pennsylvania Securities Act of 1972 (Act); (2) the issuer is NOT an open-end or closed-end investment company, face amount certificate company or unit investment trust as those persons are classified in the Investment Company Act of 1940; (3) the issuer's securities are proposed to be registered under section 5 of the Securities Act of 1933 or exempt from registration under Regulation A promulgated under section 3(b) and, in fact, become so registered or exempted; (4) the issuer's securities are equity securities as defined in § 203.091(c) which are listed on a national securities exchange registered under the Securities Exchange Act of 1934 or quoted on the National Association of Securities Dealers Automated Quotation System; (5) the issuer has not received, as of the date of filing Form 203-I with the Commission, an auditor's report for the immediately preceding fiscal year expressing substantial doubt about the issuer's ability to continue as a going concern where the securities to be sold in reliance upon the exemption in Section 203(i.1) are not being underwritten on a firm commitment basis by a broker-dealer registered under Section 301 of the Act; (6) the issuer is not subject to an effective stop order or refusal order and no public proceeding or investigation looking toward such an order is pending under the Act or the Securities Act of 1933 and (7) the issuer [undertakes to mail] files two copies of the final prospectus [within two business days after filing same with the U. S. Securities and Exchange Commission] with Form 203-I.

*      *      *      *      *

GENERAL INSTRUCTIONS

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   4.  During the period of the offering, copies of a post-effective amendment or sticker to the prospectus or offering circular shall be [mailed to] filed with the Commission within two business days after it is filed with the U. S. Securities and Exchange Commission.

   5.  In the event that, at any time from the date of filing of the Form with the Commission until the conclusion of the offering, any material statement made in the Form or in any attachment thereto becomes incorrect or inaccurate in any material respect, the issuer shall file an amendment with the Commission [on Form AM] in accordance with § 609.011 (relating to amendments to filings with Commission) within 5 business days of the occurrence of the event which required the filing of such amendment.

*      *      *      *      *

File No. _____
FORM 203-I

COMMONWEALTH OF PENNSYLVANIA
PENNSYLVANIA SECURITIES COMMISSION
Notice Under Section 203(i.1) of the
Pennsylvania Securities Act of 1972
__________

*      *      *      *      *

PART II  Answer YES or NO to questions 6 through 11 and question 12 if applicable. The exemption is NOT available to an Issuer which answers NO to any of the following questions:

*      *      *      *      *

YES NO

9.  Does the Issuer hereby undertake to [mail] file two copies of the final prospectus or offering circular [to] with the Commission [within 2 business days after the prospectus or offering circular is filed with the Securities and Exchange Commission]? [   ] [   ]

*      *      *      *      *

PART III   Affirmation

*      *      *      *      *

   IN WITNESS WHEREOF, This statement has been duly executed [this ____ day of ______ ,
19 __] ______.
         (Insert Date)

*      *      *      *      *

   [(c)  For purposes of this section and the availability of the exemption contained in section 203(i.1) of the act (70 P. S. § 1-203(i.1), the term ''equity security'' includes common stock, preferred stock and nondebt securities convertible into common or preferred stock; nontransferable warrants to purchase any of the foregoing; and transferable warrants exercisable within not more than 90 days of issuance to purchase any of the foregoing.]

§ 203.101.  Mortgages.

   (a)  For the purpose of section 203(j) of the act (70 P. S. § 1-203(j)), the exemption shall be available [where] only if:

   (1)  The entire bond or other evidence of indebtedness, together with the real or chattel mortgage, deed of trust, agreement of sale or other instrument securing the same is offered and sold as one unit.

*      *      *      *      *

   (3)  The outstanding principal amount of all bonds or other evidences of indebtedness that are secured by the real or chattel mortgage, deed of trust or agreement of sale on the same property (including bonds and other evidences of indebtedness issued in the transaction) does not exceed the fair market value of the property at the time of the transaction.

   (4)  No public media advertisement is used, mass mailing made or other form of general solicitation is utilized in connection with soliciting the transaction.

   (5)  No compensation is paid or given directly or indirectly for soliciting any person in this Commonwealth in connection with the transaction.

   (6)  The issuer, at the time of the transaction, is in compliance with any applicable licensing requirements of the Department of Banking.

   [Provided, that the]

   (b)  The exemption [contained] in section 203(j) [of the act (70 P. S. § 1-203(j))] may not be available for a transaction whose primary purpose is avoidance of the provisions of section 201 of the act (70 P. S. § 1-201) or a transaction made in violation of the [anti-fraud] antifraud provisions of Part IV of the act [(70 P. S. § 1-407)] (70 P. S. §§ 1-401--1-409) and Subpart D (relating to fraudulent and prohibited practices).

   [(b) No public media advertisement or mass mailing may be made in connection with soliciting offers or sales of such mortgage units; provided, that nothing herein shall limit mailings to institutional investors or registered broker-dealers, as those terms are defined in the act and the regulations adopted thereunder.]

§ 203.141.  Sales to existing security holders.

   (a)  [Notice shall be given to the Commission of any proposed offers and sales of securities by an issuer to its existing equity security holders under the exemption contained in section 203(n) of the act (70 P. S. § 1-203(n)) on the following form, designated by the Commission as Form 203-N:]

   (Editor's Note:  As part of this proposal, the Commission is proposing to delete the text of FORM 203-N as it appears in 64 Pa. Code pages 203-22--203-26 and serial pages (209004) and (200031)--(200034).)

   [(b)]  * * *

*      *      *      *      *

   [(c)] (b)  * * *

*      *      *      *      *

   [(d)] (c)  For purposes of subsection [(b)] (a)(2), an offer will be deemed to have been made pro rata when the following [exists] exist:

*      *      *      *      *

   [(e)] (d)  * * *

   [(f)] (e)  * * *

   [(g)] (f)  * * *

   (g)  For purposes of this section, the term ''pro rata'' means the offering will be made in this Commonwealth proportionately on the basis of the number of shares owned by the existing security holder or the security holder's percentage ownership interest in the issuer. By way of illustration, an offering will be deemed to have been made on a pro rata basis where the issuer offers its existing security holder an opportunity to purchase one new share of stock for each five shares owned as of a record date or when the issuer offers an existing security holder owning 3% of the issuer's stock as of a record date, the opportunity to purchase 3% of the issuer's current offering.

§ 203.151.  Proxy [statements] materials.

   (a)  Except as provided in subsection (b), in a transaction requiring the filing of proxy materials with the Commission for review under section 203(o)[(ii)] of the act (70 P. S. § 1-203(o)[(ii)]), the materials shall conform to SEC Rule 14A, 17 CFR 240.14a-1--240.14b-1 (relating to solicitation of proxies) promulgated under the Securities Exchange Act of 1934 (15 U.S.C.A. §§ 78a--78kk).

   (b)  In a transaction subject to the filing requirements of section 203(o)[(ii)] of the act [(70 P. S. § 1-203(o)(ii))], filing is not required if the number of persons to whom securities are offered and sold in this Commonwealth does not exceed 25, exclusive of principals--as that term is defined in § 203.184 (relating to offers and sales to principals)--of the entities whose security holders are voting or providing written consent.

   (c)  Except for transactions described in subsection (b), notice shall be given to the Commission for a transaction requiring the filing of proxy materials with the Commission under section 203(o)[(ii)] of the act [(70 P. S. § 1-203(o)(ii))] by filing the following form designated by the Commission as Form 203-[o-(ii)]O together with the exemption filing fee specified in section [602(b)(v) of the act (70 P. S. § 1-602(b)(v))] 602(b.1)(v) of the act (70 P. S. § 1-602(b.1)(v)):

FORM 203-[o(ii)] O
(Instruction Sheet)

PENNSYLVANIA SECURITIES COMMISSION
[333 Market Street, Harrisburg, Pennsylvania 17101]
THE EASTGATE OFFICE BUILDING
1010 NORTH SEVENTH STREET, 2ND FLOOR
HARRISBURG, PENNSYLVANIA 17102-1410
TELEPHONE: (717) 787-8059

*      *      *      *      *

[Notice under Section 203(o)(ii) of the Pennsylvania Securities Act of 1972] NOTICE UNDER SECTION 203(o) OF THE
PENNSYLVANIA SECURITIES ACT OF 1972



   NOTE:  Under regulation 603.011, a document is not deemed filed with the Commission unless complete and properly executed in all material respects.

   WHO MUST FILE:  Issuers of securities meeting the following requirements must file Form 203-O:

   (1)  The proposed transaction is incident to a vote by security holders or written consent of some or all security holders in lieu of such vote;

   (2)  No proxy materials are required or permitted to be filed with the Securities and Exchange Commission by either party to the transaction;

   (3)  More than twenty-five percent of the security holders of either party to the transaction are residents of this Commonwealth; and

   (4)  The number of persons to whom securities are offered and sold in this Commonwealth exceeds 25, exclusive of principals (as that term is defined in § 203.184 (relating to offers and sales to principals)) of the entities whose security holders are voting or providing written consent.

   WHERE AND WHEN TO FILE:  At the Commission's Harrisburg office prior to the vote or solicitation of written consent. Materials prepared in connection with a proposed transaction under Section 203(o) must be filed AND reviewed by the Commission prior to distribution to the security holders of each party to the proposed transaction.
__________

General Instructions

1. [Two copies of this Form and all exhibits or schedules should be filed with the Commission at the above address.] One manually signed copy and one photocopy of the Form and two copies of all attachments must be filed with the Pennsylvania Securities Commission. If mailed, it is advisable to send registered or certified mail, postage prepaid, return receipt requested.

2. Typewrite or print all answers in the space provided. Answer each item completely. An answer of ''not applicable'' is inappropriate. If the space is insufficient, attach a schedule to the Form and make reference to each item included in the schedule.

3. [Do not abbreviate names or use initials. All questions should be answered fully.

4. Each copy of the] The Form filed with the Commission [should] must be manually signed by the issuer. If the issuer is a corporation, it should be signed in the name of the corporation by [a principal] an executive officer duly authorized [and the corporate seal affixed, duly attested]; if a partnership, it should be signed in the name of the partnership by a general partner; if an unincorporated association or other organization, not a partnership, this Form should be signed in the name of such organization by a person responsible for the direction or management of its affairs.

[5] 4.   [During the period of the offering described in the Form, the issuer shall be required to file necessary amendments thereto to correct or update any information contained therein to take account of any material change.] In the event that, at any time from the date of filing of the Form with the Commission until the conclusion of the offering, any material statement made in the Form or in any attachment thereto becomes incorrect or inaccurate in any material respect, the issuer shall file any amendment with the Commission in accordance with § 609.011 (relating to amendment filings with Commission) within 5 business days of the occurrence of the event which required the filing of the amendment.

[6. All checks should be made payable to the Commonwealth of Pennsylvania.

7] 5. In lieu of answering any specific question in the Form, the issuer may incorporate by reference information contained in any documents attached thereto or previously [on file] filed with the Commission. Any [such] reference should be [in] to the page and paragraph number [of] or other specified portion of the document where the information is located.

6. Attach copies of any offering circular, prospectus, memorandum, subscription agreement or other document or brochure which has been or is proposed to be used in connection with the offering of the securities which are the subject of this filing.

[8. The Form should only be used for situations which arise under Section 203(o)(ii). If any question arises as to the necessity for filing this Form or the applicability of this section, call or write to the Commission at the address listed above.

9. Please remove the instruction sheet before filing this Form.]

7. The appropriate filing fee required by Section 602(b.1)(v) of the Act must accompany the filing of this Form and is a condition of availability of the exemption (see 70 P. S. § 1-203(o)). Checks are to be payable to the ''Commonwealth of Pennsylvania.''

[10. Persons are advised to review thoroughly the anti-fraud provisions of Part IV of the Act, as well as those contained in the Federal Securities Laws. No offering

should be made by means of any document or documents which are false or misleading in any respect or fail or omit to state any material fact. Further, no offering should be made without offering literature, if such literature is necessary to ensure that offerees are fully apprised of all facts and circumstances necessary to permit a person to make an informed investment decision about the securities being offered. Your attention is also directed to recent court decisions and actions taken by the United States Securities and Exchange Commission regarding the necessity of giving complete information to investors in securities offerings.]

8. Please remove this instruction sheet before filing this Form.

EACH PERSON COMPLETING THIS FORM OR PROVIDING INFORMATION TO BE INCLUDED IN THIS FORM SHOULD BE FAMILIAR WITH THE PENALTIES CONTAINED IN THE ACT, AND ALL REGULATIONS ADOPTED THEREUNDER, FOR MAKING FALSE OR INCOMPLETE STATEMENTS IN CONNECTION WITH THE SALE OF A SECURITY OR IN ANY FILING WITH THE COMMISSION.

FORM 203-[o(ii)Pg. 2]O

[File No._________________

Fee Paid: $______

Deficiency Letters______

Effect Date:______

(For Commission Use Only)]

COMMONWEALTH OF PENNSYLVANIA
PENNSYLVANIA SECURITIES COMMISSION

APPLICATION UNDER SECTION 203(o)[(ii)] OF THE PENNSYLVANIA SECURITIES ACT OF 1972

*      *      *      *      *

4. (A) Legal Form of Issuer (Corporation, Partnership, etc.): __________

__________

(B) State and Date of Incorporation or formation:
_________________
State         Date

(C) [Name of any Predecessor of Issuer:__________

(D)] Describe briefly the nature of Issuer's business.

*      *      *      *      *

8. Describe all sales of securities directly or indirectly for the benefit of the Issuer made in this Commonwealth during the past three years. Include securities issued in exchange for property, services or other securities and new securities resulting from the modification of outstanding securities. In each case, state:

[(a) the] (A)  The date of sale and title and amount of securities sold:

[(b) class] (B)  Class of persons to whom securities were sold;

[(c) per] (C)  Per unit and aggregate offering price or nature of consideration paid;

[(d) underwriting] (D)  Underwriting or selling fees or commissions;

[(e) the] (E) The exemption or other provision of the Pennsylvania Securities Act relied upon and the facts upon which such reliance is based[;].

[(f)  the date of receipt of a certificate of exemption or the date of any filing with the Commission with respect to such sale.

(g)  Does issuer believe that in each instance described above full compliance was had with all provisions of the Act, including all statements made in filings with the Commission with respect to such sales?]

9. Affirmation.
By executing this Form on behalf of the issuer, the signatory affirms that:

(A)  [Issuer affirms that a] A copy of the proxy or other materials referred to in Item 6 has been or will be mailed to all affected security holders in accordance with applicable state laws.

[10.] (B)  [Issuer hereby affirms that there] There is no stop order in effect and no public proceeding pending under any Federal or State securities or other law governing any party with respect to the transaction described in the materials submitted under Item 6.

(C)  The undersigned is familiar with the provisions of Section 203(o) and all regulations adopted thereunder.

(D)  The statements made herein, including all attachments hereto, are not incomplete in any material respect or false or misleading with respect to any material fact.

[11.   Each of the persons executing this Notice on behalf of the issuer hereby affirms that he is familiar with Section 203(o) and all regulations adopted thereunder. Each of the persons executing this Notice on behalf of the Issuer hereby further affirms that the statements made herein, including all attachments hereto, taken individually or collectively, are not incomplete in any material respect or false or misleading with respect to any material fact. Each of such persons further affirms that he is familiar with the penalties contained in the Pennsylvania Securities Act of 1972, and all regulations adopted thereunder for making any false or incomplete statements in connection with the sale of a security or in any filing with the Commission.]

          IN WITNESS WHEREOF, [Issuer has caused] this Application [to be] has been duly executed [on its behalf by the undersigned thereunto duly authorized]
______ .
(Insert Date)

___________________________

            (Name of Issuer)

By:__________

[Affix corporate seal if Issuer is a
corporation.)] __________
(Title)

[By: __________

__________
(Title)

AFFIDAVIT

STATE OF_________________:

COUNTY OF ______:

        On this ______ day of _________________ , 19 ____ , before me, a _________________ personally appeared _________________ and _________________ who, duly being sworn, according to law, do depose and say that, to the best of _________________ knowledge and belief the statements contained in the foregoing notice are true and correct and that complete answers have been given to each of the items contained herein, and that they are ______ _________________ and _________________ respectively of _________________ corporation and are duly authorized to execute papers on behalf thereof.

__________

My Commission Expires: _____]

§ 203.161.  Debt securities of nonprofit organizations.

   (a)  A person proposing to offer debt securities under section 203(p) of the act (70 P. S. § 1-203(p)) shall complete and file with the Commission two copies of the following notice, designated by the Commission as Form 203-P.

FORM 203-P
(Instruction Sheet)

PENNSYLVANIA SECURITIES COMMISSION
[471 Education Building, Harrisburg,
Pa. 17120]
THE EASTGATE OFFICE BUILDING
1010 NORTH SEVENTH STREET, 2ND FLOOR
HARRISBURG, PENNSYLVANIA 17102-1410
TELEPHONE: (717) 787-8059

*      *      *      *      *

NOTICE UNDER SECTION 203(p) OF THE
PENNSYLVANIA SECURITIES ACT OF 1972

NOTE: Under regulation 603.011, a document is not deemed filed with the Commission unless complete and properly executed in all material respects.

WHO MUST FILE: Issuers offering or selling securities in this Commonwealth in reliance upon Section 203(p) of the Act.

WHERE TO FILE: At the Commission's Harrisburg office at least ten days before any of the securities are sold in this Commonwealth.
__________

GENERAL INSTRUCTIONS

1. [Two copies of this Form and all exhibits or schedules should be filed with the Commission at the above address.] One manually signed copy and one photocopy of the Form and two copies of all attachments must be filed with the Pennsylvania Securities Commission. If mailed, it is advisable to send registered or certified mail, postage prepaid, return receipt requested.

2. Typewrite or print all answers in the space provided. Answer each item completely. An answer of ''not applicable'' is inappropriate. If the space is insufficient, attach a schedule to the Form and make reference to each item included in the schedule.

3. [Do not abbreviate names or use initials. All questions should be answered fully.

4. Each copy of the] The Form filed with the Commission [should] must be manually signed by the issuer. If the issuer is a corporation, it should be signed in the name of the corporation by [a principal] an executive officer duly authorized [and the corporate seal affixed, duly attested]; if a partnership, it should be signed in the name of the partnership by a general partner; if an unincorporated association or other organization, not a partnership, this Form should be signed in the name of such organization by a person responsible for the direction or management of its affairs.

[5.] 4. [During the period of the offering described in the Form, the issuer shall be required to file necessary amendments thereto to correct or update any information contained therein to take account of

any material change.] In the event that, at any time from the date of filing of the Form with the Commission until the conclusion of the offering, any material statement made in the Form or in any attachment thereto becomes incorrect or inaccurate in any material respect, the issuer shall file an amendment with the Commission in accordance with § 609.011 (relating to amendment filings with Commission) within 5 business days of the occurrence of the event which required the filing of the amendment.

[6.] 5. In lieu of answering any specific question in the Form, the issuer may incorporate by reference information contained in any document attached thereto or previously [on file] filed with the Commission. Any [such] reference should be to the page and paragraph number or other specified portion of the document where the information is located.

6. All purchasers must be informed of the two business day right of withdrawal contained in Section 207(m)(2) of the Act and disclosure of such a notice should appear prominently by underlining or capitalization in materials to be given to investors. Section 207(m)(2) is reproduced below:
Section 207(m)(2). ''Each person who accepts an offer to purchase securities exempted from registration by Section 203(p) directly from the issuer or affiliate of the issuer, shall have the right to withdraw his acceptance without incurring any liability to the seller, underwriter (if any) or any other person within 2 business days from the date of receipt by the issuer of his written binding contract of purchase or, in the case of a transaction in which there is no binding contract of purchase, within 2 business days after he makes the initial payment for the securities being offered.''

7. [The Form should only be used for situations which arise under Section 203(p). If any question arises as to the necessity for filing this Form or the applicability of this section, call or write to the Commission at the address listed above.

8. Please remove this instruction sheet before filing this Form.]

Attach copies of any offering circular, prospectus, memorandum, subscription agreement or other document or brochure which has been or is proposed to be used in connection with the offering of the securities which are the subject of this filing.

8. The issuer will be required to maintain the books and records required by Section 209 and the regulations thereunder and, if applicable, will be required to make the reports required by Sections 209 and 606(a) and the regulations adopted thereunder.

9. [Persons are advised to review thoroughly the anti-fraud provisions of Part IV of the Act, as well as those contained in the Federal Securities Laws. No offering should be made by means of any document or documents which are false or misleading in any respect or fail or omit to state any material fact. Further, no offering should be made without offering literature, if such literature is necessary to ensure that offerees are fully apprised of all facts and circumstances necessary to permit a person to make an informed investment decision about the securities being offered. Your attention is also directed to recent court decisions and actions taken by the United States Securities and Exchange Commission regarding the necessity of giving complete information to investors in securities offerings.

10. Your attention is further directed to the provisions of Section 207(m) and the regulations adopted thereunder with respect to withdrawal of acceptance by an offeree, and Section 209 and the regulations

adopted thereunder with respect to the required records and reports.]

The appropriate filing fee required in Section 602(b.1)(v) of the Act must accompany the filing of this Form and is a condition of the availability of the exemption (see 70 P. S. § 1-203(p). Checks are to be payable to the ''Commonwealth of Pennsylvania.'' There is no provision for a refund of a filing fee (see 70 P. S. § 1-602(b.2)).

10. Please remove this instruction sheet before filing this Form.

EACH PERSON COMPLETING THIS FORM OR PROVIDING INFORMATION TO BE INCLUDED IN THIS FORM SHOULD BE FAMILIAR WITH THE PENALTIES CONTAINED IN THE ACT, AND ALL REGULATIONS ADOPTED THEREUNDER, FOR MAKING FALSE OR INCOMPLETE STATEMENTS IN CONNECTION WITH THE SALE OF A SECURITY OR IN ANY FILING WITH THE COMMISSION.

FORM 203-P

[File No._________________
Action Taken:______
(For Commission Use Only)]

COMMONWEALTH OF PENNSYLVANIA
PENNSYLVANIA SECURITIES COMMISSION

NOTICE UNDER SECTION 203(p) OF THE
PENNSYLVANIA SECURITIES ACT OF 1972

*      *      *      *      *

4. (A) Legal Form of Issuer (corporation, partnership, association etc.)__________

__________

(B) State and Date of Incorporation [or formation and Act under which formed]:
_________________            _________________
State            Date                     [Act and Citation]

*      *      *      *      *

5.

*      *      *      *      *

(E) Describe the terms of any escrow being created to satisfy the requirements of [Subsection] Section 203(p)(iii).

*      *      *      *      *

7. State the [subsection of Section 501(c) of the Internal Revenue Code of 1954] Section of the Internal Revenue Code under which Issuer claims tax exempt status, if any. _________________
Has any such tax exemption ever been challenged? ______(YES or NO)
If yes, describe fully all surrounding facts and circumstances and state the result of such challenge.

8. [(A) Are any security holders (of record) of Issuer residents of Pennsylvania?
YES  [  ]      NO  [  ]

(B)] Has the Issuer, within the previous two years, sold securities in Pennsylvania?
YES  [  ]      NO  [  ]

If [the answer to (B) above is ''yes'',] YES, describe the circumstances under which sales were made, including: (i) offering prices; (ii) the dates, classes and amounts of securities sold; (iii) the exemption or other provision of the [applicable Pennsylvania securities law] Act or regulations of the Commission relied upon in each [such] instance [and the dates of any filing with this Commission with respect to such sale].

9. [The issuer hereby undertakes to keep and maintain the books and records and to file the reports required by Section 209 and the regulations adopted thereunder and will authorize the person having custody of such books and records to make them available to the Commission.

10. Attach a copy of any offering circular, prospectus, memorandum or other document or brochure which has been or is proposed to be used in connection with the sale of securities which are the subject of this Notice.

11. Each of the persons who has executed this Notice on behalf of the Issuer affirms that all conditions contained in Section 203(p) of the Pennsylvania Securities Act of 1972 have been, or will be, met with respect to the securities offering which is the subject of this Notice.

12. Each of the persons executing this Notice on behalf of the Issuer hereby affirms that the statements made in this Notice, including all attachments hereto, taken individually or collectively, are not incomplete in any material respect or false or misleading with respect to any material fact. Each of such persons further affirms that he is familiar with the provisions of Section 203(p) and all regulations adopted thereunder, and with the penalties provided for making any false or incomplete statement in any application or other filing submitted to the Commission.]

Affirmation. By executing this Form on behalf of the issuer, the signatory affirms that:

(A) The undersigned is familiar with the provisions of Section 203(p) and all regulations adopted thereunder.

(B) The statements made in this Notice, including all attachments hereto, taken individually or collectively, are not incomplete in any material respect or false or misleading with respect to any material fact.

          IN WITNESS WHEREOF, this Notice has been duly executed [this _____ day of ______ , 197__]
______ .
      (Insert Date)

__________
         (NAME OF ISSUER)
By:__________

[Corporate Seal,
if applicable)] _________________
(Title)

[By:__________

_________________

(Title)]
___________________________

[AFFIDAVIT

STATE OF_________________

                                                                                 SS.

COUNTY OF_________________

   On this ______ day of ______ , 19__ , before me, a Notary Public, ______ who, duly being sworn, according to law, do ______ depose and say that, to the best of ______ knowledge and belief the statements contained in the foregoing notice are true and correct and that complete answers have been given to each of the items contained herein, and (if Issuer is a corporation or association the following) that they are _________________ and _________________ respectively of _________________ corporation/association and are duly authorized to execute papers on behalf thereof.
__________
My Commission Expires:_____]

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[29 Pa.B. 3898]

[Continued from previous Web Page]

§ 203.091. Equity securities issued by reporting company.

PENNSYLVANIA SECURITIES COMMISSION

Notice under Section 203(i) of the
Pennsylvania Securities Act of 1972
__________

GENERAL INSTRUCTIONS

COMMONWEALTH OF PENNSYLVANIA
PENNSYLVANIA SECURITIES COMMISSION
Notice Under Section 203(i.1) of the
Pennsylvania Securities Act of 1972
__________

§ 203.101. Mortgages.

§ 203.141. Sales to existing security holders.

PENNSYLVANIA SECURITIES COMMISSION
[333 Market Street, Harrisburg, Pennsylvania 17101]
THE EASTGATE OFFICE BUILDING
1010 NORTH SEVENTH STREET, 2ND FLOOR
HARRISBURG, PENNSYLVANIA 17102-1410
TELEPHONE: (717) 787-8059

[Notice under Section 203(o)(ii) of the Pennsylvania Securities Act of 1972] NOTICE UNDER SECTION 203(o) OF THE
PENNSYLVANIA SECURITIES ACT OF 1972

General Instructions

COMMONWEALTH OF PENNSYLVANIA
PENNSYLVANIA SECURITIES COMMISSION

APPLICATION UNDER SECTION 203(o)[(ii)] OF THE PENNSYLVANIA SECURITIES ACT OF 1972

§ 203.161. Debt securities of nonprofit organizations.

PENNSYLVANIA SECURITIES COMMISSION
[471 Education Building, Harrisburg,
Pa. 17120]
THE EASTGATE OFFICE BUILDING
1010 NORTH SEVENTH STREET, 2ND FLOOR
HARRISBURG, PENNSYLVANIA 17102-1410
TELEPHONE: (717) 787-8059

NOTICE UNDER SECTION 203(p) OF THE
PENNSYLVANIA SECURITIES ACT OF 1972

GENERAL INSTRUCTIONS

COMMONWEALTH OF PENNSYLVANIA
PENNSYLVANIA SECURITIES COMMISSION

NOTICE UNDER SECTION 203(p) OF THE
PENNSYLVANIA SECURITIES ACT OF 1972

[AFFIDAVIT

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	YES	NO
9. Does the Issuer hereby undertake to [mail] file two copies of the final prospectus or offering circular [to] with the Commission [within 2 business days after the prospectus or offering circular is filed with the Securities and Exchange Commission]?	[ ]	[ ]

1.	[Two copies of this Form and all exhibits or schedules should be filed with the Commission at the above address.] One manually signed copy and one photocopy of the Form and two copies of all attachments must be filed with the Pennsylvania Securities Commission. If mailed, it is advisable to send registered or certified mail, postage prepaid, return receipt requested.
2.	Typewrite or print all answers in the space provided. Answer each item completely. An answer of ''not applicable'' is inappropriate. If the space is insufficient, attach a schedule to the Form and make reference to each item included in the schedule.
3.	[Do not abbreviate names or use initials. All questions should be answered fully.
4.	Each copy of the] The Form filed with the Commission [should] must be manually signed by the issuer. If the issuer is a corporation, it should be signed in the name of the corporation by [a principal] an executive officer duly authorized [and the corporate seal affixed, duly attested]; if a partnership, it should be signed in the name of the partnership by a general partner; if an unincorporated association or other organization, not a partnership, this Form should be signed in the name of such organization by a person responsible for the direction or management of its affairs.
[5] 4.	[During the period of the offering described in the Form, the issuer shall be required to file necessary amendments thereto to correct or update any information contained therein to take account of any material change.] In the event that, at any time from the date of filing of the Form with the Commission until the conclusion of the offering, any material statement made in the Form or in any attachment thereto becomes incorrect or inaccurate in any material respect, the issuer shall file any amendment with the Commission in accordance with § 609.011 (relating to amendment filings with Commission) within 5 business days of the occurrence of the event which required the filing of the amendment.
[6.	All checks should be made payable to the Commonwealth of Pennsylvania.
7] 5.	In lieu of answering any specific question in the Form, the issuer may incorporate by reference information contained in any documents attached thereto or previously [on file] filed with the Commission. Any [such] reference should be [in] to the page and paragraph number [of] or other specified portion of the document where the information is located.
6.	Attach copies of any offering circular, prospectus, memorandum, subscription agreement or other document or brochure which has been or is proposed to be used in connection with the offering of the securities which are the subject of this filing.
[8.	The Form should only be used for situations which arise under Section 203(o)(ii). If any question arises as to the necessity for filing this Form or the applicability of this section, call or write to the Commission at the address listed above.
9.	Please remove the instruction sheet before filing this Form.]
7.	The appropriate filing fee required by Section 602(b.1)(v) of the Act must accompany the filing of this Form and is a condition of availability of the exemption (see 70 P. S. § 1-203(o)). Checks are to be payable to the ''Commonwealth of Pennsylvania.''
[10.	Persons are advised to review thoroughly the anti-fraud provisions of Part IV of the Act, as well as those contained in the Federal Securities Laws. No offering
	should be made by means of any document or documents which are false or misleading in any respect or fail or omit to state any material fact. Further, no offering should be made without offering literature, if such literature is necessary to ensure that offerees are fully apprised of all facts and circumstances necessary to permit a person to make an informed investment decision about the securities being offered. Your attention is also directed to recent court decisions and actions taken by the United States Securities and Exchange Commission regarding the necessity of giving complete information to investors in securities offerings.]
8.	Please remove this instruction sheet before filing this Form.
	EACH PERSON COMPLETING THIS FORM OR PROVIDING INFORMATION TO BE INCLUDED IN THIS FORM SHOULD BE FAMILIAR WITH THE PENALTIES CONTAINED IN THE ACT, AND ALL REGULATIONS ADOPTED THEREUNDER, FOR MAKING FALSE OR INCOMPLETE STATEMENTS IN CONNECTION WITH THE SALE OF A SECURITY OR IN ANY FILING WITH THE COMMISSION.

4.	(A)	Legal Form of Issuer (Corporation, Partnership, etc.): __________ __________
	(B)	State and Date of Incorporation or formation: _________________ State Date
	(C)	[Name of any Predecessor of Issuer:__________
	(D)]	Describe briefly the nature of Issuer's business.
* * * * *
8.	Describe all sales of securities directly or indirectly for the benefit of the Issuer made in this Commonwealth during the past three years. Include securities issued in exchange for property, services or other securities and new securities resulting from the modification of outstanding securities. In each case, state:
	[(a) the] (A) The date of sale and title and amount of securities sold:
	[(b) class] (B) Class of persons to whom securities were sold;
	[(c) per] (C) Per unit and aggregate offering price or nature of consideration paid;
	[(d) underwriting] (D) Underwriting or selling fees or commissions;
	[(e) the] (E) The exemption or other provision of the Pennsylvania Securities Act relied upon and the facts upon which such reliance is based[;].
	[(f) the date of receipt of a certificate of exemption or the date of any filing with the Commission with respect to such sale.
	(g) Does issuer believe that in each instance described above full compliance was had with all provisions of the Act, including all statements made in filings with the Commission with respect to such sales?]
9.	Affirmation. By executing this Form on behalf of the issuer, the signatory affirms that:
	(A) [Issuer affirms that a] A copy of the proxy or other materials referred to in Item 6 has been or will be mailed to all affected security holders in accordance with applicable state laws.
[10.]	(B) [Issuer hereby affirms that there] There is no stop order in effect and no public proceeding pending under any Federal or State securities or other law governing any party with respect to the transaction described in the materials submitted under Item 6.
	(C) The undersigned is familiar with the provisions of Section 203(o) and all regulations adopted thereunder.
	(D) The statements made herein, including all attachments hereto, are not incomplete in any material respect or false or misleading with respect to any material fact.
[11. Each of the persons executing this Notice on behalf of the issuer hereby affirms that he is familiar with Section 203(o) and all regulations adopted thereunder. Each of the persons executing this Notice on behalf of the Issuer hereby further affirms that the statements made herein, including all attachments hereto, taken individually or collectively, are not incomplete in any material respect or false or misleading with respect to any material fact. Each of such persons further affirms that he is familiar with the penalties contained in the Pennsylvania Securities Act of 1972, and all regulations adopted thereunder for making any false or incomplete statements in connection with the sale of a security or in any filing with the Commission.]
IN WITNESS WHEREOF, [Issuer has caused] this Application [to be] has been duly executed [on its behalf by the undersigned thereunto duly authorized] ______ . (Insert Date)

			___________________________
			(Name of Issuer)
			By:__________
[Affix corporate seal if Issuer is a corporation.)]			__________ (Title)
			[By: __________ __________ (Title)
*AFFIDAVIT*
STATE OF_________________:

COUNTY OF ______:

On this ______ day of _________________ , 19 ____ , before me, a _________________ personally appeared _________________ and _________________ who, duly being sworn, according to law, do depose and say that, to the best of _________________ knowledge and belief the statements contained in the foregoing notice are true and correct and that complete answers have been given to each of the items contained herein, and that they are ______ _________________ and _________________ respectively of _________________ corporation and are duly authorized to execute papers on behalf thereof.
			__________
			My Commission Expires: _____]

4.	(A)	Legal Form of Issuer (corporation, partnership, association etc.)__________ __________
	(B)	State and Date of Incorporation [or formation and Act under which formed]: _________________ _________________ State Date [Act and Citation]
* * * * *
5.
* * * * *
	(E)	Describe the terms of any escrow being created to satisfy the requirements of [Subsection] Section 203(p)(iii).
* * * * *
7.	State the [subsection of Section 501(c) of the Internal Revenue Code of 1954] Section of the Internal Revenue Code under which Issuer claims tax exempt status, if any. _________________ Has any such tax exemption ever been challenged? ______(YES or NO) If yes, describe fully all surrounding facts and circumstances and state the result of such challenge.
8.	[(A)	Are any security holders (of record) of Issuer residents of Pennsylvania? YES [ ] NO [ ]
	(B)]	Has the Issuer, within the previous two years, sold securities in Pennsylvania? YES [ ] NO [ ]
	If [the answer to (B) above is ''yes'',] YES, describe the circumstances under which sales were made, including: (i) offering prices; (ii) the dates, classes and amounts of securities sold; (iii) the exemption or other provision of the [applicable Pennsylvania securities law] Act or regulations of the Commission relied upon in each [such] instance [and the dates of any filing with this Commission with respect to such sale].
9.	[The issuer hereby undertakes to keep and maintain the books and records and to file the reports required by Section 209 and the regulations adopted thereunder and will authorize the person having custody of such books and records to make them available to the Commission.
10.	Attach a copy of any offering circular, prospectus, memorandum or other document or brochure which has been or is proposed to be used in connection with the sale of securities which are the subject of this Notice.
11.	Each of the persons who has executed this Notice on behalf of the Issuer affirms that all conditions contained in Section 203(p) of the Pennsylvania Securities Act of 1972 have been, or will be, met with respect to the securities offering which is the subject of this Notice.
12.	Each of the persons executing this Notice on behalf of the Issuer hereby affirms that the statements made in this Notice, including all attachments hereto, taken individually or collectively, are not incomplete in any material respect or false or misleading with respect to any material fact. Each of such persons further affirms that he is familiar with the provisions of Section 203(p) and all regulations adopted thereunder, and with the penalties provided for making any false or incomplete statement in any application or other filing submitted to the Commission.]
	Affirmation. By executing this Form on behalf of the issuer, the signatory affirms that:
	(A)	The undersigned is familiar with the provisions of Section 203(p) and all regulations adopted thereunder.
	(B)	The statements made in this Notice, including all attachments hereto, taken individually or collectively, are not incomplete in any material respect or false or misleading with respect to any material fact.
IN WITNESS WHEREOF, this Notice has been duly executed [this _____ day of ______ , 197__] ______ . (Insert Date)
__________ (NAME OF ISSUER) By:__________
[Corporate Seal, if applicable)]			_________________ (Title)
			[By:__________ _________________
			(Title)]

[29 Pa.B. 3898]

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§ 203.091. Equity securities issued by reporting company.

PENNSYLVANIA SECURITIES COMMISSION

Notice under Section 203(i) of thePennsylvania Securities Act of 1972__________

GENERAL INSTRUCTIONS

COMMONWEALTH OF PENNSYLVANIA PENNSYLVANIA SECURITIES COMMISSION Notice Under Section 203(i.1) of the Pennsylvania Securities Act of 1972__________

§ 203.101. Mortgages.

§ 203.141. Sales to existing security holders.

PENNSYLVANIA SECURITIES COMMISSION [333 Market Street, Harrisburg, Pennsylvania 17101] THE EASTGATE OFFICE BUILDING 1010 NORTH SEVENTH STREET, 2ND FLOOR HARRISBURG, PENNSYLVANIA 17102-1410 TELEPHONE: (717) 787-8059

[Notice under Section 203(o)(ii) of the Pennsylvania Securities Act of 1972] NOTICE UNDER SECTION 203(o) OF THE PENNSYLVANIA SECURITIES ACT OF 1972

General Instructions

COMMONWEALTH OF PENNSYLVANIA PENNSYLVANIA SECURITIES COMMISSION

APPLICATION UNDER SECTION 203(o)[(ii)] OF THE PENNSYLVANIA SECURITIES ACT OF 1972

§ 203.161. Debt securities of nonprofit organizations.

PENNSYLVANIA SECURITIES COMMISSION [471 Education Building, Harrisburg,Pa. 17120] THE EASTGATE OFFICE BUILDING 1010 NORTH SEVENTH STREET, 2ND FLOOR HARRISBURG, PENNSYLVANIA 17102-1410 TELEPHONE: (717) 787-8059

NOTICE UNDER SECTION 203(p) OF THE PENNSYLVANIA SECURITIES ACT OF 1972

GENERAL INSTRUCTIONS

COMMONWEALTH OF PENNSYLVANIA PENNSYLVANIA SECURITIES COMMISSION

NOTICE UNDER SECTION 203(p) OF THE PENNSYLVANIA SECURITIES ACT OF 1972

[AFFIDAVIT

[Continued on next Web Page]

Notice under Section 203(i) of the
Pennsylvania Securities Act of 1972
__________

COMMONWEALTH OF PENNSYLVANIA
PENNSYLVANIA SECURITIES COMMISSION
Notice Under Section 203(i.1) of the
Pennsylvania Securities Act of 1972
__________

PENNSYLVANIA SECURITIES COMMISSION
[333 Market Street, Harrisburg, Pennsylvania 17101]
THE EASTGATE OFFICE BUILDING
1010 NORTH SEVENTH STREET, 2ND FLOOR
HARRISBURG, PENNSYLVANIA 17102-1410
TELEPHONE: (717) 787-8059

[Notice under Section 203(o)(ii) of the Pennsylvania Securities Act of 1972] NOTICE UNDER SECTION 203(o) OF THE
PENNSYLVANIA SECURITIES ACT OF 1972

COMMONWEALTH OF PENNSYLVANIA
PENNSYLVANIA SECURITIES COMMISSION

PENNSYLVANIA SECURITIES COMMISSION
[471 Education Building, Harrisburg,
Pa. 17120]
THE EASTGATE OFFICE BUILDING
1010 NORTH SEVENTH STREET, 2ND FLOOR
HARRISBURG, PENNSYLVANIA 17102-1410
TELEPHONE: (717) 787-8059

NOTICE UNDER SECTION 203(p) OF THE
PENNSYLVANIA SECURITIES ACT OF 1972

COMMONWEALTH OF PENNSYLVANIA
PENNSYLVANIA SECURITIES COMMISSION

NOTICE UNDER SECTION 203(p) OF THE
PENNSYLVANIA SECURITIES ACT OF 1972