[31 Pa.B. 4174]
[Continued from previous Web Page]
Subpart F. ADMINISTRATION
CHAPTER 606. MISCELLANEOUS POWERS OF COMMISSION § 606.031. Advertising literature.
(a) [In connection with a registration statement filed under the Securities Act of 1933 (15 U.S.C.A. §§ 77a--77aa), or exempt under section 3(b) of the Securities Act of 1933 (15 U.S.C.A. § 77c(b)), prior to effectiveness with the Commission, no person shall publicly disseminate an advertisement, display, pamphlet, brochure, letter or other communication used or to be used or circulated in connection with a primary or secondary offering of securities (referred to in this section as ''advertising literature'') except:
(1) Tombstone advertisements permitted under the Securities Act of 1933 (15 U.S.C.A. §§ 77a--77aa) and the Investment Company Act of 1940 (15 U.S.C.A. §§ 80a-1--80a-52) and the rules and regulations promulgated thereunder.
(2) A preliminary prospectus or offering circular filed under section 203(h) of the act (70 P. S. § 1-203(h)).
(3) Advertising literature which has been prepared, submitted and cleared in conformity with the applicable regulations or procedures adopted by the Securities and Exchange Commission or the National Association of Securities Dealers, Inc.] Advertisements. Except as permitted by section 606(c) of the act (70 P. S. § 1-606(c)), a person may not publish any advertisement concerning any security in this Commonwealth unless all of the following are met:
(1) The advertisement is either :
(i) Permitted by this section and complies with any requirements imposed by this section.
(ii) Specifically excluded from application of this section by subsection (f).
(2) The character and composition of the statements and graphics contained in the advertisement are not such as to exaggerate the investment opportunity, overemphasize any aspect of the offering, minimize the risks of the enterprise or predict revenues, profits or payment of dividends (including financial projections or forecasts).
(3) The advertisement does not contain any statement that is false or misleading in any material respect or omits to make any material statement necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading.
(b) [No formal filing with or approval by the Commission with respect to the advertising literature enumerated under subsection (a)(1) and (3) will be required; however, the advertising literature shall be subject to the antifraud provisions of the act (70 P. S. §§ 1-401--1-407) and Subpart D (relating to fraudulent and prohibited practices) and all regulations adopted thereunder.] Registered offerings: Permitted advertisements after filing but prior to effectiveness. The following apply with respect to publication of advertisements in this Commonwealth in connection with an offering of securities in this Commonwealth for which a registration statement has been filed with the Commission under section 205 or 206 of the act (70 P. S. § 1-205 or § 1-206) that has not yet become effective.
(1) In connection with a registration statement filed with the Commission under section 205 or 206 of the act (70 P. S. § 1-205 or § 1-206) for the sale of securities in this Commonwealth which also are the subject of a registration statement filed under section 5 of the Securities Act of 1933 (15 U.S.C.A. § 77e), a person may publish any of the following in this Commonwealth prior to effectiveness of the registration statement under the act:
(i) Advertisements which comply with section 2(a)(10)(b) of the Securities Act of 1933 (15 U.S.C.A. § 77b(a)(10)(b)).
(ii) Advertisements which comply with Rule 134 (17 CFR 230.134) (relating to communications not deemed a prospectus) promulgated by the United States Securities and Exchange Commission (SEC).
(iii) A preliminary prospectus which is part of a registration statement that has been filed with the SEC pursuant to section 5 of the Securities Act of 1933 (15 U.S.C.A. § 77e) which complies with Rule 430 (17 CFR 230.430) (relating to prospectus for use prior to effective date) promulgated by the SEC.
(iv) A summary prospectus which is part of a registration statement that has been filed with the SEC pursuant to section 5 of the Securities Act of 1933 which complies with Rule 431 (17 CFR 230.431) (relating to summary prospectus) promulgated by the SEC.
(2) In connection with an offering circular for the offer and sale of securities in this Commonwealth filed with the SEC pursuant to Regulation A (17 CFR 230.251--230.263) (relating to conditional small issues exemption) promulgated under section 3(b) of the Securities Act of 1933 (15 U.S.C.A. § 77c(b)) and with the Commission under section 205 or 206 of the act, a person may publish an advertisement in this Commonwealth that complies with Rule 251(d)(1)(ii)(C) (17 CFR 230.251(d)(1)(ii)(C) (relating to scope of exemption) promulgated by the SEC prior to effectiveness of the offering circular under the act if the advertisement is filed with the Commission 10 days before publication in this Commonwealth and, prior to the expiration of the 10-day period, the Commission does not issue a letter disallowing its publication in this Commonwealth.
(3) In connection with a registration statement filed with the Commission under section 206 of the act for the offer and sale of securities in this Commonwealth for which no registration statement has been filed with the SEC in reliance on section 3(a)(4) or (11) of the Securities Act of 1933 and regulations promulgated thereunder or Rule 504 (17 CFR 230.504) (relating to exemption for limited offerings and sales of securities not exceeding $1,000,000) promulgated by the SEC under section 3(b) of the Securities Act of 1933, a person may publish an advertisement in this Commonwealth prior to effectiveness of the registration statement under the act if all of the following are met:
(i) The advertisement contains no more than the following:
(A) The name and address of the issuer of the security.
(B) The title of the security, the number of securities being offered, the total dollar amount of securities being offered, yield, and the per unit offering price to the public.
(C) A brief, generic description of the issuer's business.
(D) A statement, if applicable, that completion of the offering is subject to receipt of subscriptions meeting a stated minimum offering amount.
(E) A statement providing the name and address of the underwriter or where a prospectus may be obtained.
(F) A statement in the following form: ''A registration statement has been filed with the Pennsylvania Securities Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This advertisement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in the Commonwealth of Pennsylvania prior to registration of the securities under the Pennsylvania Securities Act of 1972.''
(ii) The advertisement is filed with the Commission 10 days before publication in this Commonwealth and, prior to the expiration of the 10 day period, the Commission does not issue a letter disallowing its publication in this Commonwealth.
(c) [In connection with a registration statement filed under the Securities Act of 1933 (15 U.S.C.A. §§ 77a--77aa), or exempt under section 3(b) of the Securities Act of 1933 (15 U.S.C.A. § 77c(b)), where the security or securities transaction is exempt under section 202 or 203 of the act (70 P. S. § 1-202 or § 1-203), the advertising literature may be publicly disseminated if it is not otherwise prohibited by section 202 or 203 of the act (70 P. S. § 1-202 or § 1-203). No additional formal filing with or approval by the Commission with respect to the advertising literature shall be required, however, the advertising literature shall be subject to the antifraud provisions of the act (70 P. S. §§ 1-401-- 1-407) and Subpart D.] Registered offerings: Permitted advertisements after effectiveness. The following apply with respect to publication of advertisements in this Commonwealth in connection with an offering of securities in this Commonwealth for which a registration statement has become effective under section 205 or 206 of the act.
(1) In connection with a registration statement filed with the Commission under section 205 or 206 of the act for the offer and sale of securities in this Commonwealth which also are the subject of a registration statement filed under section 5 of the Securities Act of 1933 which has become effective, a person may publish an advertisement in this Commonwealth if it is preceded or accompanied by a copy of the final prospectus.
(2) In connection with an offering circular for the offer and sale of securities in this Commonwealth that has been filed with the SEC pursuant to Regulation A (17 CFR 230.251--230.263) promulgated under section 3(b) of the Securities Act of 1933 and with the Commission under section 205 or 206 of the act and has been qualified by the SEC under Regulation A and has become effective under section 205 or 206 of the act, a person may publish an advertisement in this Commonwealth if the advertisement is accompanied or preceded by a copy of the final offering circular.
(3) In connection with a registration statement filed with the Commission under section 206 of the act for the offer and sale of securities in this Commonwealth for which no registration statement has been filed with the SEC in reliance on section 3(a)(4) or (11) of the Securities Act of 1933 and regulations promulgated thereunder or Rule 504 (17 CFR 230.504) promulgated by the SEC under section 3(b) of the Securities Act of 1933 that has become effective under the act, a person may publish in this Commonwealth an advertisement if all of the following are met:
(i) The advertisement contains no more than the following:
(A) The name and address of the issuer of the security.
(B) The title of the security, the number of securities being offered, the total dollar amount of securities being offered, yield, and the per unit offering price to the public.
(C) A brief, generic description of the issuer's business.
(D) A statement, if applicable, that completion of the offering is subject to receipt of subscriptions meeting a stated minimum offering amount.
(E) A statement, if applicable, that funds accompanying the subscription agreement are subject to escrow and the terms of the escrow.
(F) The name and address where the final prospectus may be obtained if delivery of the final prospectus does not precede or accompany the advertisement.
(G) A statement in the following form: ''The securities being offered have been registered with the Pennsylvania Securities Commission. The fact that the securities have been registered does not mean that the Pennsylvania Securities Commission approves or disapproves of the offering or has found the prospectus to be true, accurate or not misleading. Any representation to the contrary is a criminal offense.''
(ii) The advertisement is filed with the Commission 5 days before publication in this Commonwealth and, prior to the expiration of the 5-day period, the Commission does not issue a letter disallowing publication in this Commonwealth.
(4) A person may not publish an advertisement in this Commonwealth in connection with the offer and sale of any security registered under section 205 or 206 of the act at any time after the expiration of the effective period of the registration statement relating to that security as determined by section 207 of the act (70 P. S. § 1-207).
(d) [In connection with a registration statement filed under section 206 of the act (70 P. S. § 1-206) in reliance on section 3(a)(11) or (a)(4) of the Securities Act of 1933 (15 U.S.C.A. § 77c(a)(11) or (a)(4)), and the rules and regulations promulgated thereunder prior to effectiveness with the Commission, no person may publicly disseminate advertising literature including a tombstone advertisement.] Exempt securities. The following apply:
(1) Exempt securities other than sections 202(a) and 202(i). Except as provided in paragraphs (2) and (3), a person may publish an advertisement in this Commonwealth in connection with the offer or sale of a security in this Commonwealth which is exempt under section 202 of the act.
(2) Section 202(a). In connection with the offer or sale of any security in this Commonwealth made in reliance on section 202(a) of the act which is issued by the Commonwealth, any political subdivision, or any agency or corporate or instrumentality thereof and which security represents less than a general obligation of the issuer, a legend adequately describing the limited nature of the obligation shall appear prominently in bold face type of at least 12 points in size on the face page of any preliminary offering statement, official offering statement or advertisement published in this Commonwealth.
(3) Section 202(i). A person may publish an advertisement in this Commonwealth in connection with the offer or sale of a security in this Commonwealth which is exempt under section 202(i) of the act except where the Commission, by rule or order, has prohibited use of advertisements as a condition of the availability of the exemption.
(e) [In connection with a registration statement filed under section 206 of the act (70 P. S. § 1-206) in reliance on section 3(a)(11) or (a)(4) of the Securities Act of 1933 (15 U.S.C.A. § 77c(a)(11) or (a)(4)), and the rules and regulations promulgated thereunder which registration statement has become effective with the Commission, advertising literature containing no more than the following information may be publicly disseminated:
(1) Name and address of issuer.
(2) Identity of title or security.
(3) Per unit offering price, yield, number of shares and amount of offering.
(4) Brief, generic description of business.
(5) Name and address of underwriter or address where offering circular or prospectus can be obtained.
(6) Date of issuance.
(7) Statement, based upon opinion of counsel, as to the status of the security for property tax purposes.
(8) Statement that the advertisement is neither an offer to sell nor a solicitation of an offer to buy and that the offer is made only by the prospectus.] Exempt transactions. The following apply:
(1) Advertisements permitted. Except as provided in paragraph (2), a person may publish any advertisement in this Commonwealth in connection with a securities transaction in this Commonwealth which is exempt from registration under section 203 of the act.
(2) Advertisements prohibited. A person may not publish any advertisement in this Commonwealth in connection with the following securities transactions which are effected in this Commonwealth:
(i) A sale of a security made in reliance on section 203(d) of the act.
(ii) An offer of a security made in reliance on section 203(e) of the act which results in a sale under section 203(d) of the act.
(iii) An offer or sale of a security made in reliance on section 203(j) of the act.
(iv) An offer or sale of a security made in reliance on section 203(s) of the act.
(v) An offer or sale of a security made in reliance on § 203.187 (relating to small issuer exemption).
(vi) An offer or sale of a security made in reliance on § 203.189 (relating to isolated transaction exemption).
(vii) An offer or sale of a security which is exempt under section 203(r) of the act when the Commission, by rule or order, has prohibited use of advertisements as a condition of the availability of the exemption.
(f) [The character and composition of information listed in subsection (e) shall be such as to accurately inform without misleading or overemphasizing particular aspects of the offering.] Excluded advertisements. The following apply:
(1) This section does not apply to advertisements described in paragraph (2) if all of the following are met:
(i) The character and composition of the statements and graphics contained in the advertisement are not such as to exaggerate the investment opportunity, overemphasize any aspect of the offering, minimize the risks of the enterprise or predict revenues, profits or payment of dividends (including financial projections or forecasts).
(ii) The advertisement does not contain any statement that is false or misleading in any material respect or omits to make any material statement necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading.
(2) The following advertisements are excluded from the provisions of this section if the requirements of paragraph (1) have been met:
(i) Use of general solicitation in connection with the offer or sale of a security in reliance on section 203(t) of the act.
(ii) Advertisements which comply with Rule 135 promulgated by the SEC (17 CFR 230.135) (relating to notice of proposed registered offering).
(iii) Advertisements which comply with Rule 135c promulgated by the SEC (17 CFR 230.135c) (relating to notice of certain proposed unregistered offerings).
(iv) Advertisements in connection with an offer of a security in reliance on § 203.190 (relating to certain Internet offers exempt) which comply with the legend requirement of § 203.190(a)(1).
(g) [For purposes of this section, an advertisement, display, pamphlet, brochure, letter or other communication shall be deemed ''publicly disseminated'' if communicated to 50 or more persons or otherwise communicated, used or circulated in a public manner.] Definitions. For purposes of this chapter, the following terms have the following meanings:
Advertisement--The meaning in section 102(a) of the act (70 P. S. § 1-102(a)). The term ''communication'' as used in that definition includes, without limitation, letters, brochures, pamphlets, displays, sales literature and any form of electronic communication, including e-mail, which is used in connection with a sale or purchase or an offer to sell or purchase a security. The term ''publicly disseminated'' as used in that definition means that the communication has been directed to or, in fact, communicated to more than 50 persons in this Commonwealth.
Publish--The meaning in section 102(p) of the act and includes any form of electronic communication, including Internet and e-mail.
(h) SEC interpretive advice on use of electronic media. A person who uses electronic media to publish an advertisement in this Commonwealth in connection with a security which is the subject of a registration statement filed with the Commission under section 205 or 206 of the act and with the SEC under section 5 of the Securities Act of 1933 may rely on the interpretive advice of the SEC in SEC Release No. 33-7856 (April 28, 2000) and subsequent advice given pursuant to that Release. To the extent that the interpretive advice contradicts any requirement in subsection (a)(1) or (b)(1), the Commission will not take any enforcement action if the person complies with the interpretive advice.
§ 606.032. [Cash tender offers] (Reserved).
[(a) A person who proposes to make a cash tender offer for all or part of a class or classes of equity securities of an issuer or who requests an invitation for the tenders and who proposes to publicly disseminate advertisement, pamphlet, brochure, letter or other communication in connection therewith shall, prior to commencing the offer or request, file with the Commission a copy of the advertisement, pamphlet, brochure, letter or other communication; provided that, the provisions of this section do not apply to:
(1) An acquisition of securities by the issuer of the securities.
(2) An acquisition of a class of securities where less than 25% of the security holders of record of that class of the issuer's securities are residents of this Commonwealth.
(3) A purchase on a national securities exchange.
(4) An acquisition of the securities of a ''reporting company'' as that term is defined in section 102(q) of the act (70 P. S. § 1-102(q)) and the regulations thereunder.
No formal approval with respect to the advertisement, pamphlet, brochure, letter or other communication shall be required; however, the communications shall be subject to the antifraud provisions of the act and the regulations adopted thereunder.
(b) For the purpose of this section, when two or more persons act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of an issuer, the syndicate or group shall be deemed a ''person.''
(c) For the purpose of this section, the term ''equity securities'' shall include securities convertible into common or preferred stock or its equivalent and warrants or options to purchase the securities.
(d) For the purpose of this section, an advertisement, pamphlet, brochure, letter or other communication shall be deemed ''publicly disseminated'' if communicated to 50 or more persons or otherwise communicated, used or circulated in a public manner.]
§ 606.033. [Advertising of securities issued by governments, governmental agencies and political subdivisions] (Reserved).
[(a) Sales literature, sales presentations including prepared presentations to prospective investors and advertising published or distributed in connection with the offer and sale of securities issued by governments, governmental agencies, political subdivisions and other entities as enumerated in section 202(a) of the act (70 P. S. § 1-202(a)) complies with § 606.031(e) (relating to advertising literature).
(b) For purposes of this section: the term ''advertising'' does not include a prospectus, offering circular or official statement published or distributed in connection with the offer and sale of securities issued by governments, governmental agencies, political subdivisions and other entities enumerated in section 202(a) of the act (70 P. S. § 1-202(a)).
(c) A prospectus, offering circular or official statement published or distributed in connection with the offer and sale of securities issued by governments, governmental agencies, political subdivisions and other entities enumerated in section 202(a) of the act (70 P. S. § 1-202(a)) need not be filed with the Commission; however, a prospectus, offering circular or official statement shall be subject to the antifraud provisions of the act and the Subpart D (relating to fraudulent and prohibited practices).
(d) Where securities issued by governments, governmental agencies, political subdivisions and other entities as set forth in section 202(a) of the act (70 P. S. § 1-202(a)) constitute less than a general obligation of the issuer of the securities; appropriate language denoting the issuer's limited obligation shall prominently appear in bold face type on the face page of a prospectus, offering circular or official statement; sales literature; and advertising published or distributed in connection with the offer and sale of the securities.]
§ 606.034. [Advertising of securities issued or guaranteed by banks or credit unions] (Reserved).
[(a) Sales literature; sales presentations, including prepared presentations to prospective investors; and advertising published or distributed in connection with the offer and sale of securities issued or guaranteed by banks under 202(b) of the act (70 P. S. § 1-202(b)) or credit unions under section 202(d) of the act (70 P. S. § 1-202(d)), except as set forth in subsection (b), may be publicly disseminated. No formal filing with or approval by the Commission with respect to advertising may be required; however, the advertising shall be subject to the antifraud provisions of the act (70 P. S. §§ 1-401--1-407) and Subpart D (relating to fraudulent and prohibited practices).
(b) Advertising published or distributed in connection with the offer and sale of equity securities or debt securities--other than evidences of indebtedness arising from a transfer of direct obligations of, or direction obligations that are fully guaranteed as to principal and interest by, the United States or an agency thereof that a bank or credit union is obligated to purchase--issued or guaranteed by banks under section 202(b) of the act (70 P. S. § 1-202(b)) or credit unions under section 202(d) of the act (70 P. S. § 1-202(d)) which are not insured by the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation or the National Credit Union Administration and advertising which has not been prepared, submitted and cleared in conformity with the applicable regulations or procedures adopted by the Department of Banking or a similar agency of a foreign jurisdiction which regulates financial institutions, the Comptroller of Currency, the Federal Home Loan Bank Board or the National Credit Union Administration shall comply with the requirements of § 606.031(e) (relating to advertising literature).
(c) For purposes of this section, advertising does not include a prospectus, offering circular or written disclosure document prepared to satisfy the antifraud provisions of section 401(b) of the act (70 P. S. § 1-401(b)) which is used in connection with the offer and sale of securities issued or guaranteed by banks under section 202(b) of the act (70 P. S. § 1-202(b)) or credit unions under section 202(d) of the act (70 P. S. § 1-202(d)). The prospectus, offering circular or written disclosure document need not be filed with or approved by the Commission prior to its use; however, a prospectus, offering circular or written disclosure document shall be subject to the antifraud provisions of the act (70 P. S. §§ 1-401--1-407) and Subpart D.]
§ 606.041. Delegation and substitution.
(a) The Commission delegates to the Director and Assistant Directors of the Division of Enforcement [and], Litigation and Compliance:
* * * * * (4) The power exercisable under section 606(c.1) of the act to issue a cease and desist order against a registered broker-dealer or investment adviser when the registrant is engaging in an act or practice which constitutes a violation of § 304.011(e) or § 304.012(e) (relating to broker-dealer required records; and investment adviser required records) by refusing to make available for inspection by Commission staff acting under the examination authority in section 304(d) of the act (70 P. S. § 1-304(d)), the records specified in §§ 304.011 or 304.012.
(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]:
(1) The power exercisable under section 303(a)(ii) of the act (70 P. S. § 1-303(a)(ii)) to order applications for registration filed under section 303 of the act to become effective on any day earlier than the [30th] 45th day after the filing of the application or material amendment thereto as the Director [or Chief] may determine. For purposes of this paragraph, the term ''application'' means an application for either an initial or renewal license.
(2) The power exercisable under section 609(a) of the act (70 P. S. § 1-609(a)) to waive the provisions of §§ 303.031 and 303.032 (relating to examination requirement for agents; and [qualification of and] examination [requirement] requirements for investment advisers and [associated persons] investment adviser representatives).
(3) The power exercisable under section 305(f) of the act (70 P. S. § 1-305(f)) to order applications to withdraw from the status of a registered broker-dealer, agent, investment adviser or [associated person] investment adviser representative to become effective on any day earlier than the 30th day after filing of the application.
* * * * * (5) [In case of applications for registration under section 303 of the act, the] The power exercisable under [§ 602.022 (relating to denial for abandonment)] section 609(f) of the act (70 P. S. § 1-609(f)) with respect to applications for registration of a broker-dealer, agent, investment adviser or investment adviser representative. For purposes of this paragraph, the term ''application'' means an application for either an initial or renewal license.
* * * * * [(c) The Commission delegates to the Director of the Division of Licensing and Compliance and the Assistant Director of the Division of Licensing and Compliance:
(1)] (7) The power exercisable under section 603(c) of the act (70 P. S. § 1-603(c)) and § 606.031(c) (relating to public inspection of records) to treat documents filed with the Division of Licensing [and Compliance] as temporarily confidential until the close of the Commission meeting at which the request for confidentiality is acted upon by the Commission.
[(2)] (8) The power exercisable under section 609(a) of the act to order a broker-dealer, agent, investment adviser or [associated person] investment adviser representative registered under section 301 of the act (70 P. S. § 1-301) to furnish material information reasonably related to the registration.
[(3)] (9) The power exercisable [by the Commission] under sections 303(a)(i) and 609(a) of the act to order an applicant for registration as a broker-dealer, agent, investment adviser or [associated person] investment adviser representative under section 301 of the act to furnish material information [relevant] reasonably related to the application.
[(4)] (10) The power exercisable under § 303.051(a) and (b) (relating to surety bonds).
[(5) The power to commence an administrative proceeding against a broker-dealer, investment adviser, agent or associated person applicant or registrant under 1 Pa. Code §§ 35.14 and 35.37 (relating to order to show cause; and answers to an order to show cause) and the authority to vacate, modify or amend an order to show cause issued under this paragraph. A hearing will not be held, nor will a remedial or disciplinary order be issued following institution of the proceedings, except upon the express order of the Commission.
(6)] (11) The power exercisable under section 305(d) of the act to [summarily deny or postpone] issue a summary order with respect to an application for registration [pending final determination of a proceeding under that section].
[(7) The power exercisable under section 606(c.1) of the act to issue a cease and desist order against a registered broker-dealer or investment adviser when the registrant is engaging in an act or practice which constitutes a violation of § 304.011(e) or § 304.012(e) (relating to broker-dealer required records; and investment adviser required records) by refusing to make available for inspection by the staff of the Division of Licensing and Compliance, acting under the examination authority in section 304(d) of the act, the records specified in §§ 304.011 and 304.012.
(8) The powers in section 510(a)(i)--(iii), (b), except for hearings, and (c) of the act (70 P. S. § 1-510(a)(i)--(iii), (b) and (c)) and the authority to close, vacate, modify or amend an action authorized under this paragraph with respect to a broker-dealer, investment adviser, agent or associated person applicant or registrant.
(d)] (c) The Commission delegates to the Director of the Division of Corporation Finance:
* * * * * (3) [In the case of registration statements filed under section 205 or 206 of the act (70 P. S. § 1-205 or § 1-206), the] The power exercisable under [§ 602.022 (relating to denial for abandonment)] section 609(f) of the act (70 P. S. 1-609(f)) with respect to applications for registration of securities. [For purposes of this subparagraph, the term ''application'' means an application for either an initial or renewal license.]
* * * * * (5) The power exercisable [under section 205(d) of the act to waive the conditions of section 205(c)(1) of the act in the case of registration statements filed under section 205 of the act for securities of an open-end or closed-end investment company, face amount certificate company or unit investment trust as these persons are classified in the Investment Company Act of 1940 (15 U.S.C.A. §§ 80a-1--80a-52).
(6) The power, exercisable] under section 206(c) of the act to order effective a registration statement filed under section 206 of the act for securities of [an open-end or closed-end investment company, face amount certificate company or unit investment trust as these persons are classified in the Investment Company Act of 1940.] an issuer which meets all of the following:
(i) The issuer is an entity described in section 202(e)(i) of the act (70 P. S. § 1-202(e)(i)).
(ii) The issuer has not registered the securities with the United States Securities and Exchange Commission under section 5 of the Securities Exchange Act of 1933 (15 U.S.C.A. § 77e) in good faith reliance on section 3(a)(4) thereof (15 U.S.C.A. § 77c(4).
(iii) The issuer, within the immediately preceding 18 months, had an effective registration statement with the Commission for similar securities.
(iv) The registration statement complies with the Statement of Policy Regarding General Obligation Financing by Religious Denominations adopted by the North American Securities Administrators Association (April 17, 1994) or any successor statement of policy.
(v) The issuer has not requested a waiver of any provision of the act or rule or order thereunder that otherwise would apply to the registration statement.
(vi) The issuer or any affiliate of the person currently is not subject or, within the past 10 years, was not subject to any of the following:
(A) An order described in section 305(a)(iv) of the act.
(B) An injunction described in section 305(a)(iii) of the act.
(C) A criminal conviction described in section 305(a)(ii) of the act.
(D) An order of the Commission issued under section 512 of the act (70 P. S. § 1-512).
(E) A court order finding civil contempt under section 509(c) of the act (70 P. S. § 1-509(c)).
(F) An order of the Commission imposing an administrative assessment under section 602.1 of the act (70 P. S. § 1-602.1) which has not been paid in full.
[(7)] (6) * * *
[(8) The power exercisable under § 204.010(f)(2) (relating to increasing number of purchasers and offerees) to issue a denial order, vacate the denial order or waive the 5-business-day filing requirement.]
[(9)] (7) * * *
[(10)] (8) * * *
[(11)] (9) The power exercisable under section 206(c) of the act to order effective a registration statement filed with the Commission under section 206 of the act by an issuer which also has a currently effective registration statement for the same securities on file with the [United States Securities and Exchange Commission (SEC) and, in the case of an issuer which has filed a registration statement designated as Form F-7, F-8, F-9 or F-10 by the SEC to waive, under section 609(a) of the act, the requirement of § 206.010(c) (relating to registration by qualification), if applicable with respect to the registration statements] SEC.
[(12)] (10) The power exercisable under section 211[c] of the act (70 P. S. § 1-211[(c)]) to:
* * * * * [(13)] (11) 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 the increase in the specified amount of securities proposed to be offered in this Commonwealth, if the applicable filing fee, if any, required by section 602(b.1) of the act (70 P. S. § 1-602(b.1)) has been paid.
[(14)] (12) The power, exercisable under [section 609(a) of the act, to waive, upon good cause shown, compliance with Item 8 or a successor item thereto of Form U-1 (Uniform Application to Register Securities) by:
(i) A person required to file Form U-1 with the Commission under § 205.021 (relating to registration by coordination).
(ii) A person required to file Form U-1 with the Commission under § 206.010 (relating to registration by qualification) which has filed a registration statement with the Commission designated by the SEC as Form F-7, F-8, F-9 or F-10] § 606.031(b)(2), (3)(ii) and (c)(3)(ii) (relating to advertising literature) to issue a letter disallowing publication of an advertisement in this Commonwealth in connection with the offer or sale of a security this Commonwealth.
[(e)] (d) * * *
[(f)] (e) The Commission authorizes the [Assistant Director of the Division of Corporation Finance, the Assistant Director of the Division of Enforcement and Litigation and the Assistant Director of the Division of Licensing and Compliance] Chief Counsel or Deputy Chief Counsel to exercise the delegations given in this section in the absence of the Director of the Division of Corporation Finance [, the Director of the Division of Enforcement and Litigation] or the Director of the Division of Licensing [and Compliance, respectively].
[Pa.B. Doc. No. 01-1416. Filed for public inspection August 3, 2001, 9:00 a.m.]
No part of the information on this site may be reproduced for profit or sold for profit.This material has been drawn directly from the official Pennsylvania Bulletin full text database. Due to the limitations of HTML or differences in display capabilities of different browsers, this version may differ slightly from the official printed version.
