[29 Pa.B. 3898]
[Continued from previous Web Page] § 207.130. Notice to purchasers under section 207(m).
(a) This section applies to offerings of securities which are registered under section 206 of the act (70 P. S. § 1-206) and to securities transactions which are exempt from registration under sections 203(d) and (p) of the act (70 P. S. § 1-203(d) and (p)) and, if required by rule of the Commission, section 203 (r) of the act.
(b) The notice to purchasers required by [the first sentence of] section 207(m)(1) of the act (70 P. S. § 1-207(m)(1)) shall be given in accordance with all of the following:
* * * * * (2) Reference to the notice shall be made on the cover page of [a] the prospectus [or offering memorandum] used in connection with the offer and sale of the securities.
(3) An explanation of the right of withdrawal contained in section 207(m)(1) of the act, including the procedure to be followed in exercising the right, shall be given in the text of [a] the prospectus [or other offering memorandum].
(4) Reference to the right of withdrawal shall be made in [a] any subscription agreement used.
(5) The reference to the right of withdrawal [referred to] described in paragraph (2) shall be conspicuous by setting it apart from other text and by underlining, italics or capitalization.
(c) The notice to purchasers required by section 207(m)(2) of the act shall be given in accordance with all of the following:
(1) It shall be in writing.
(2) An explanation of the right of withdrawal contained in section 207(m)(2), including the procedure to be followed in exercising the right, shall be given.
(3) The explanation of the right of withdrawal shall be conspicuous, by setting it apart from other text and by underlining or capitalization.
[(b)] (d) Timely notice of [an intention to withdraw] withdrawal of the purchase shall be deemed to have been given by a purchaser within the 2 business-day period set forth in section 207(m) of the act if, during the 2-business day period, [the notice, in writing] a written notice to withdraw from the purchase:
* * * * * (2) Is [delivered to a telegraph or other message service for transmittal] sent electronically, including by e-mail or facsimile.
(3) Is deposited in the United States [mails] Postal Service, sent registered or certified mail, and [in the case of paragraph (2) and in the case of this paragraph, telegraph, postage or other transmittal] all applicable fees are paid by the sender [and the notice is addressed to the issuer or its affiliate at the place indicated in the instructions referred to in subsection (a)(3)].
(4) Is delivered to a messenger or courier service for delivery with applicable fees paid by the sender.
[(c) The requirements of this section shall apply to offerings of securities which are exempt under sections 203(d), (f), (p) or (r) of the act (70 P. S. §§ 1-203(d), (f), (p) or (m)) unless otherwise provided by order of the Commission.
(d)] (e) The following language [of a] illustrates a right of withdrawal notice which complies with section 207(m)(1) of the act [notice for a section 206 of the act (70 P. S. § 1-206) registration is set forth by way of illustration]:
''If you have accepted an offer to purchase these securities made pursuant to a prospectus which contains a written notice explaining your right to withdraw your acceptance pursuant to section 207 (m)(1) of the Pennsylvania Securities Act of 1972 [(70 P. S.§ 1-207(m))], you may elect, within two business days after the first time you have received this notice and a prospectus (which is not materially different from the final prospectus) to withdraw from your purchase agreement and receive a full refund of all monies paid by you. Your withdrawal will be without any further liability to any person. To accomplish this withdrawal, you need only send a [letter or telegram] written notice (including a notice by facsimile or electronic mail) to the issuer (or underwriter if one is listed on the front page of the prospectus) indicating your intention to withdraw.'' [Such letter or telegram should be sent and postmarked prior to the end of the aforementioned second business day. If you are sending a letter, it is prudent to send it by certified mail, return receipt requested, to ensure that it is received and also to evidence the time when it was mailed. Should you make this request orally, you should ask for written confirmation that your request has been received.''](f) The following language illustrates a right of withdrawal which complies with section 207(m)(2) of the act:
''If you have accepted an offer to purchase these securities and have received a written notice explaining your right to withdraw your acceptance pursuant to section 207(m)(2) of the Pennsylvania Securities Act of 1972, you may elect, within two business days from the date of receipt by the issuer of your binding contract of purchase or, in the case of a transaction in which there is no binding contract of purchase, within two business days after you make the initial payment for the securities being offered, to withdraw your acceptance and receive a full refund of all monies paid by you. Your withdrawal of acceptance will be without any further liability to any person. To accomplish this withdrawal, you need only send a written notice (including a notice by facsimile or electronic mail) to the issuer (or placement agent if one is listed on the front page of the offering memorandum) indicating your intention to withdraw.§ 207.140. [Modification of statutory provisions to accommodate electronic filing] Signatures on electronic filings.
[For purposes of coordinating the provisions of the act with uniform procedures to facilitate electronic filings of registration statements under sections 205 and 206 of the act (70 P. S. §§ 1-205 and 1-206) by means of a securities registration depository, the Commission, under the authority provided in section 207(n) of the act (70 P. S. § 1-207(n)), modifies the provisions of section 207(j.1) of the act (70 P. S. § 1-207(j.1)) as follows:
(1) Notwithstanding any provision in section 207(j.1) of the act to the contrary, a registration by coordination by a unit investment trust, as that person is defined in the Investment Company Act of 1940 (15 U.S.C.A. §§ 80a-1--80b-21) is effective for a period beginning with its effective date in this State and ending 1 year after the date the registration statement for the same securities became effective with the United States Securities and Exchange Commission.
(2) A registration by coordination for an open-end or closed-end investment company or face amount certificate company, as those persons are classified in the Investment Company Act of 1940, is effective for the period beginning with its effective date and ending 60 days after the registrant's fiscal year end for the fiscal year in which the filing under section 205 of the act became effective.]
Under section 207(n) of the act (70 P. S. § 1-207(n)), the Commission authorizes the acceptance of a typed signature in lieu of any requirement for a manual signature on any notice required to be filed with the Commission under section 211 of the act (70 P. S. § 1-211) which is filed with the Commission electronically through its home page on the World Wide Web.
CHAPTER 209. BOOKS, RECORDS AND ACCOUNTS § 209.010. Required records; report on sales of securities and use of proceeds.
* * * * * (c) The form for reports required in subsection (b), except for subsection (b)(2), shall be filed with the Commission on the following form, designated by the Commission as Form 209:
* * * * * PART II Report of Sales of Securities Registered under Section 206.
* * * * * 5. (A) Offering in Pennsylvania:
(i) Total number of shares or other units:__________
(ii) Per share or unit price:__________
(iii) Maximum aggregate offering price:__________
(B) Sales in Pennsylvania [or other units]: [____]
(i) Number of shares or other units:__________
(ii) [Aggregate offering price] Aggregate proceeds received: __________
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CHAPTER 211. FEDERALLY COVERED SECURITIES § 211.010. Notice filings for federally covered securities.
(a) The notices required under section 211(a) of the act (70 P. S. § 211(a)) to be filed by an open-end or closed-end investment company, unit investment trust or face amount certificate company, as those persons are classified in the Investment Company Act of 1940 (15 U.S.C.A. §§ 80a-1--80a-64) (investment companies) shall be made on the Uniform Investment Company Notice Filing Form (Form NF) and shall be accompanied by the applicable filing fees and administrative assessments in sections 602(b.1)(iv) and 602.1(a)(5) of the act (70 P. S. §§ 1-602(b.1)(iv) and 1-602.1(a)(5)).
(b) No documents filed by Investment Companies with the SEC need be filed with the notice described in subsection (a) except for those documents filed with the SEC relating to mergers, acquisitions or reorganizations. In that case, copies of registration statements, prospectuses or posteffective amendments filed with the SEC are required to be filed with the Commission at the time the notice required by subsection (a) is filed.
(c) The notice required by section 211(b) of the act shall be filed with the Commission on Form D promulgated by the SEC and effective as of September 1, 1996, not later than 15-calendar days after the first sale of the Federally covered security in this Commonwealth and shall be accompanied by the filing fee in section 602(b.1)(vii) of the act.
Subpart E. ENFORCEMENT
CHAPTER 504. TIME LIMITATIONS ON RIGHTS OF ACTION § 504.060. Rescission offers.
* * * * * (b) Compliance with the procedures in subsection (a) is waived:
* * * * * (2) For a person making a rescission offer for possible violations of [sections] section 301 or 401--[406] 409 of the act (70 P. S. §§ 1-301 and 1-401--[1-406] 1-409) if the following apply:
* * * * * (viii) The person making the rescission offer provides a letter offering rescission to each rescission offeree which[, at a minimum, follows the format and] contains only the information set forth in Item 14 of the General Instructions to Commission Form RO.
(3) For an issuer which, after offering rescission for possible violations of section 201 of the act under this paragraph, will not have made rescission offers to more than five investors in this Commonwealth within the past 24 months, exclusive of investors which purchased under section 203(c) of the act and the following apply:
* * * * * (iii) The issuer provides a letter offering rescission to each rescission offeree which[, at a minimum, follows the format and] contains only the information set forth in Item 14 of the General Instructions to Commission Form RO.
* * * * * (f) The following form has been designated by the Commission as Form RO:
* * * * * DISCLOSURE GUIDE
* * * * * 10. Attach a copy of the proposed Notice of Rescission Offer which [, at a minimum, should follow the format and] contains only the information set forth in Item 14. [Although rescission offer materials may be distributed prior to the end of the Commission staff review period set forth in Regulation 504.060(b)(1), it may be preferable to wait for completion of staff review in the event the Waiver Request is denied] You are strongly advised to refrain from distributing the rescission offer materials until the completion of the staff review period set forth in Regulation 504.060(b)(1), in the event the Waiver Request is denied.
* * * * * NOTICE OF RESCISSION OFFER
14. Where a rescission offer is made by the seller of the securities to the purchaser, the letter advising of the rescission offer [should follow, at a minimum, the format and] must contain only the information set forth below. Where a rescission offer is being made by the purchaser to the seller, the letter advising of the rescission offer [should follow, at a minimum, the format and] must contain only the information set forth below except that appropriate modifications should be made in paragraphs 1 and 2 to conform to the provisions of Section 504(e) of the act.
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CHAPTER 513. RESCISSION ORDERS § 513.010. Rescission orders.
When the Commission, under section 513 of the act (70 P. S. § 1-513), orders an issuer or control person of an issuer to effect a rescission offer, the rescission offer shall be effected in accordance with § 504.060(a) (relating to rescission offers) unless the Commission, by order, otherwise prescribes.
Subpart F. ADMINISTRATION
CHAPTER 603. ADMINISTRATIVE FILES § 603.011. Filing requirements.
(a) Except as set forth in [subsections] subsection (f) [and (g)], documents and other communications to be filed with the Commission shall be filed in the Harrisburg office of the Commission.
* * * * * (d) No notice, statement, form[,] or other document will be accepted for filing; no request for copies of documents will be granted; and no action will be taken by the [Securities] Commission unless the filings and request are accompanied by the required fees or charges as provided by the act and this section.
(e) Except as set forth in subsection (f), checks for payment of fees and charges shall be made payable to the order of ''Commonwealth of Pennsylvania'' and delivered or mailed to: Secretary, Pennsylvania Securities Commission; [333 Market Street; Harrisburg, Pennsylvania 17101] 1010 N. Seventh Street, Harrisburg, Pennsylvania 17102-1410.
* * * * * (g) In connection with [the registration or exemption of securities or securities transactions under sections 202, 203, 205, 206 or 210 of the act required disclosure documents] notice filings relating to a Federally covered security under section 211, notice forms may be filed electronically with the [Securities Registration Depository, 1700 N. Moore Street, Suite 1215, Arlington, VA 22209 (SRD) or a successor address thereto if the disclosure document is a registration statement that is required to be filed with the United States Securities and Exchange Commission under section 5 of the Securities Act of 1933 (15 U.S.C.A. § 77e)] Commission as permitted by order of the Commission. In conjunction with [the] an electronic filing, fees or assessments required under sections 602 or 602.1 of the act (70 P. S. §§ 1-602 or 1-602.1) [may] shall be paid by means of [a check in the appropriate amount made payable to the order of ''Securities Registration Depository'' or electronic funds transfer in the appropriate amount to the SRD. Documents and payments filed with the SRD under this subsection will be deemed as filed with the Commission] an Automated Clearing House transfer of funds to the Commission's depository bank.
CHAPTER 606. MISCELLANEOUS POWERS OF COMMISSION § 606.041. Delegation and substitution.
* * * * * (b) The Commission delegates to the Director of the Division of Licensing and Compliance, the Assistant Director of the Division of Licensing and Compliance and the Chief[,] of the Licensing Section of the Division of Licensing and Compliance:
* * * * * (6) The power exercisable under section 303(a)(i) of the act to grant a waiver of any requirement imposed under section 303(a)(i) of the act or section 304 of the act (70 P. S. § 1-304) or any regulation promulgated thereunder and impose conditions on, or limit the scope of, an initial or renewal license of a broker-dealer, agent, investment adviser or investment adviser representative.
* * * * * (d) The Commission delegates to the Director of the Division of Corporation Finance:
(1) The power exercisable under section [205(d) of the act (70 P. S. § 1-205(d), to waive the requirement in section 205(c)(2)(iii)] 206(c) of the act (70 P. S. § 1-206(c)) to order effective a registration statement filed under section 206 of the act for securities that have met the requirements for registration under the Mid-Atlantic Regional Review Protocol for Small Corporate Offering Registrations.
* * * * * (12) [The power exercisable under section 609(a) of the act to waive the condition of § 203.141(a) (relating to sales to existing security holders) to file Commission 203-N if an issuer has filed, in lieu thereof and under the time limitations in section 203(n) of the act (70 P. S. § 1-203(n)), a copy of a registration statement designated by the SEC as Form F-7.] The power exercisable under section 211(c) of the act (70 P. S. § 1-211(c)) to:
(i) Issue a stop order suspending the offer or sale of any security described in section 211(b) or (c).
(ii) Modify or vacate a stop order.
(13) The power exercisable under section 207(l)(1) of the act (70 P. S. § 1-207(l)(1)) to declare effective an amendment to any currently effective registration statement relating to [an] the increase in the specified amount of securities proposed to be offered in this Commonwealth, if the filing fee required by section 602(b.1) of the act (70 P. S. § 1-602(b.1)) has been paid.
(14) [The power exercisable under section 204(a) of the act to waive the 2 business day time requirement of section 203(i) of the act for the mailing to the Commission of a copy of the final prospectus or final offering circular utilized or proposed to be utilized in connection with a sale under section 203(i) of the act which was filed with the SEC for one of the following:
(i) Sales of stock under a dividend reinvestment and stock purchase plan for which a registration statement has been filed with the SEC and declared effective.
(ii) Sales of stock underlying warrants or as part of an exchange offer for which a registration statement has been filed with the SEC and declared effective.
(15)] * * *
* * * * *
CHAPTER 609. REGULATIONS, FORMS AND ORDERS § 609.031. Application.
(a) This chapter, together with the constructions and interpretations hereof as the Commission may issue from time to time, sets forth the minimum requirements for financial statements included, under the act, as part of the following:
* * * * * (3) Proxy [Statements] materials under section 203(o)[(ii)] of the act (70 P. S. § 1-203(o)[(ii)]).
* * * * * § 609.034. Financial statements.
* * * * * (b) Except as provided in subsection (c), when an issuer proposes to register its securities for sale under section 206 of the act, when an issuer proposes to sell its securities under the exemption contained in Regulation A promulgated under section 3(b) of the Securities Act of 1933 (15 U.S.C.A. § 77c(b)) and proposes to register the securities under section 205 of the act, or when an issuer proposes to sell its securities under the exemption contained in section 203(p) of the act (70 P. S. § 203(p)), or when an issuer is required to file [a] proxy [statement] materials under section 203(o)[(ii)] of the act (70 P. S. § 203(o)[(ii)]), it shall file the following financial statements, all of which shall be prepared in accordance with generally accepted accounting principles and presented in comparative form:
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[Pa.B. Doc. No. 99-1183. Filed for public inspection July 23, 1999, 9:00 a.m.]
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