PURPOSE: This rule prescribes the preparation and use of a disclosure document in the offer or sale of registered securities.

1. (1) In order to effectuate a full disclosure of material facts affecting the sale of equity or debt securities for which an application for registration has been filed, it is required that a prospectus (or offering circular or document(s), if the commissioner consents to this use) which shall be designated as an exhibit to and constitute a part of the application for registration. Subject to the approval of the commissioner, a prospectus meeting the requirements of the Securities Act of 1933 may be utilized in lieu of the material prescribed in this rule.
2. (2) The prospectus may be printed, mimeographed, lithographed, typewritten or prepared by any similar process in clearly legible copies. If printed, it shall be set in Roman type of at least ten (10)-point modern type (except that financial statements and other statistical or tabular matter may be set in Roman type as small as eight (8) point). All type shall be leaded at least two (2) points.
3. (3) Any person who knowingly uses a prospectus containing false or misleading statements or information, or omitting material facts necessary for an accurate and complete presentation of matters affecting the securities being offered, shall be deemed to have violated the Act, and any sale of the securities made after that shall be presumed made on the basis of a false representation in a civil action for recovery of damages on account of loss sustained by way of the purchase of the securities.
4. (4) A copy of the prospectus shall be sent or given to each person to whom an offer is made before or concurrently with the first written offer made to him/her (otherwise than by means of a public advertisement) by or for the account of the issuer or any other person on whose behalf the offering is being made, or by any underwriter or broker-dealer who is offering part of an unsold allotment or subscription taken by him/her as a participant in the distribution; the confirmation of any sale made by or for the account of any such person; payment pursuant to any such sale; or delivery of the security pursuant to any such sale, whichever first occurs. If the prospectus relates to an issue of securities registered under the Securities Act of 1933, a copy of the prospectus shall be delivered not 15 CSR 30-52

later than the date required by the Securities and Exchange Commission (SEC).

1. (5) The prospectus shall be prepared in substantially the following form and contain the information as specified in this rule, together with any additional data the commissioner may require:
2. (A) Prospectus.

PER SHARE OR UNIT :

AGGREGATE: :

*Less expenses of the offering, estimated in the amount of $ _____________________________________________________ not to exceed $ ____________________to be paid by ________________________________________________________

THE COMMISSIONER OF SECURITIES OF THE STATE OF MISSOURI HAS NOT PASSED UPON THE MER- ITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, THE SECURITIES HEREBY OFFERED, OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS, ANY REPRESEN- TATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is:

Title Page

Type and Place of Organization

NUMBER OF SHARES OR UNITS DESCRIPTION OF SECURITY

$ ___________________

Price to Public $ ________________________ $ ________________________

$ ________________________ $ ________________________ $*________________

NAME OF UNDERWRITER

TABLE OF CONTENTS

NAME OF ISSUER

Address

(par value, if any)

OFFERING PRICE

Address

Underwriting or Selling Commission Net Proceeds to Issuer $ ________________

1. (B) Background of the Issuer. State the year in which the issuer was organized, its form or organization and the name of the state under the laws of which it was organized and a brief statement as to the type of business the company is engaged in;

2. (C) Speculative Features of the Offering. Set out in detail necessary for full explanation of the following:

   1. 1. Competition in this type of business,

whether competitive companies are larger than your own and are well established;

1. 2. How was the public offering price

established?;

1. 3. Has there been a public market for

the shares?;

1. 4. If the company is newly organized,

without history or past business, so state;

1. 5. Will any of the proceeds of the offer-

ing be placed in escrow until such time as a definite dollar amount of stock has been sold? If so, state the escrow arrangements. If the definite dollar figure is not reached, are the funds returned to the investor?;

1. 6. If it is necessary for the company to

raise a definite amount with which to start business, indicate that there can be no assurance of any return on the investment, even if sufficient funds are raised. Also indicate that any dividends are paid at the discretion of the board of directors; and

1. 7. If the type of business in which you

are engaged does not ordinarily earn profits from the outset, so state, and indicate at about what point of time profits would ordinarily commence;

1. (D) Use of Proceeds to Registrant. State the principal purpose for which the net proceeds received by the registrant from the sale of the securities being registered are intended to be used and show the approximate amount intended for each principal purpose;

2. (E) Plan of Distribution.

   1. 1. If the securities being registered are

to be offered through underwriters, give the name of the principal underwriters and state the respective amounts underwritten. Identify each principal underwriter having a material relationship with the registrant and state the nature of the relationship. State briefly the nature of the underwriters’ obligation to take the securities.

1. 2. State briefly the discounts and com-

missions to be allowed or paid to dealers, including all cash, securities, contracts, options or other considerations to be received by any dealer in connection with the sale of the securities.

1. 3. Outline briefly the plan of distribu-

tion for any securities being registered which are offered other than through underwriters;

1. (F) Sales Other Than for Cash. If any of the securities being registered are to be offered other than for cash, state briefly the general purposes of the distribution, the basis upon which the securities are to be offered, the amount of compensation and other expenses of distribution and by whom these expenses are to be borne;

2. (G) Capital Structure. Furnish the information called for by the following table, in substantially the tabular form indicated, as to each class of securities of the issuer and each class of securities, other than those owned by the issuer or its totally held subsidiaries, or all subsidiaries whose financial statements are filed with the application on either a consolidated or individual basis:

   Amount Amount to Outstanding be outstanding

   Amount as of a if all securities

Title authorized* specified date being of or to be within six (6) registered Class authorized* months are sold

*Authorized is defined as meaning authorized by charter or indenture or in case of notes or similar securities, by resolution of the board of directors;

1. (H) Summary of Earnings. Furnish in comparative columnar form a summary of earnings for the issuer or the issuer and its subsidiaries consolidated (or both as appropriate) for each of the last five (5) fiscal years of the issuer; or for the life of the issuer and its immediate predecessors, if less; and for any period between the end of the latest of those fiscal years and the date of the latest balance sheet furnished and for the corresponding period of the preceding fiscal year. In connection with the summary, whenever necessary, reflect information or explanation of material significance to investors in appraising the results shown, or refer to the information or explanation of material significance to investors in appraising the results shown, or refer to the information or explanation set forth elsewhere in the prospectus;

2. (I) Description of Business. Briefly describe the business done and intended to be done by the issuer and its subsidiaries and the general development of the business during the past five (5) years, or shorter period as the issuer may have been engaged in business. The description shall include information as to the following matters such as:

   1. 1. Competitive conditions in the indus-

try in which the issuer and its subsidiaries are engaged, or intend to engage, and the position of the enterprise in the industry, if reasonably available. If several products or services are involved, separate consideration 15 CSR 30-52

shall be given to the principal products or services or classes of products or services;

1. 2. If a material part of the business is

dependent upon a single customer or a few customers, the loss of any one (1) or more of whom would have a materially adverse effect on the business, the name and relationship, if any, of the customer to the issuer and material facts regarding their importance to the business;

1. 3. The principal products produced and

services rendered by the issuer, the principal markets for and methods of distribution of, those products and services, including any significant changes in the kinds of products produced or services rendered, or in the markets or methods of distribution, during the past three (3) fiscal years. If the business consists of the production or distribution of different kinds of products or the rendering of different kinds of services, indicate, as is practicable, the relative importance of each product or service or class of similar products or services which contributed fifteen percent (15%) or more to the gross volume of business done during the last fiscal year;

1. 4. If information concerning backlog is

material to an understanding of the business of the registrant, the dollar amount of backlog of orders believed to be firm, as of a recent date and as of a comparable date in the preceding fiscal year, together with an indication of the portion of backlog not reasonably expected to be filled within the current fiscal year and seasonal and other material aspects of the backlog;

1. 5. The sources and availability of raw

materials essential to the business;

1. 6. The importance to the business and

the duration and effect of all material, patents, trademarks, licenses, franchises and concessions held;

1. 7. The following information relating to

development of new products or new lines of business:

1. A. The estimated dollar amount spent

during each of the last two (2) fiscal years on material research activities relating to the development of new products or services, indicating those activities which were company-sponsored and those which were customer-sponsored;

1. B. In addition to and not limiting the

requirements of this item, if there has been a public announcement of, or if information otherwise has become public about, a new product or line of business requiring the investment of a material amount of total assets, a description of the status of the product or line;

1. C. Where material, state the approxi-

mate number of employees engaged full-time in each of the activities described in subparagraph (5)(I)7.A. during each fiscal year and in subparagraph (5)(I)7.B. Note: Subparagraph (5)(I)7.B. requires a description of the status of product development in addition to the description of the business done and intended to be done required by this item. Subparagraph (5)(I)7.B. is not intended to require disclosure of otherwise nonpublic corporate information the disclosure of which would adversely affect the registrants’ competitive position. Subparagraph (5)(I)7.A. requires disclosure of financial information relating to research and development activities. Subparagraph (5)(I)7.B. is intended to elicit additional specific information only where there has been a public announcement or where information has otherwise become public concerning a new product or line of business requiring the investment of a material amount of total assets;

1. 8. The number of persons employed by

the registrant; and

1. 9. The extent to which the business of

the registrant or a material portion of the business is or may be seasonal;

1. (J) Description of Property. State briefly the location and general character of the principal plants, mines and other materially important physical properties of the issuer and its subsidiaries. If any such property is not held in fee or is held subject to any major encumbrance, so state and briefly describe how held;
2. (K) Parents of Issuer. List all parents of the issuer showing the basis of control, and, as to each parent, the percentage of voting securities owned, or other basis of control by its immediate parent, if any;

3. (L) Principal Holders of Securities. Furnish the following information as of a specified date within thirty (30) days prior to the date of filing in substantially the tabular form indicated:

   1. 1. As to the voting securities of the

issuer owned of record or beneficially by each person who owns of record, or is known by the issuer to own beneficially more than ten percent (10%) of any class of such securities. Show in column (3) whether the securities are owned by both of record and beneficially, of record only, or beneficially only and show in columns (4) and (5) the respective amounts and percentages owned in each manner.

1. (1) (2) (3) (4) (5) Name and Title of Type of Amount Percent address class ownership owned of class

   1. 2. As to each class of equity securities of

the issuer or any of its parents or subsidiaries, other than directors’ qualifying shares, beneficially owned, directly or indirectly, by all directors and officers of the issuer, as a group, without naming them.

Title of Amount Percent of class beneficially owned class

1. (M) Directors and Executive Officers.

   1. 1. List the names of all directors and

executive officers of the issuer and all persons intended by the issuer to become directors or executive officers. Indicate all positions and offices with the issuer held by each person named and the principal occupations during the past five (5) years of each executive officer and each person chosen to become an executive officer. State the terms of office of each and the period during which each has served as director or executive officer and briefly describe any arrangement or understanding between him/her and any other person under which s/he was selected as director or executive officer. State the nature of any family relationship between any director or executive officer and any other director or executive officer.

1. 2. Describe any of the following events

which occurred during the past ten (10) years and which are material to an evaluation of the ability and integrity of any director or executive officer of the registrant:

1. A. A petition under the Bankruptcy

Act or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of, that person or any partnership in which s/he was a general partner at, or within two (2) years before, the time of the filing, or any corporation or business association of which s/he was an executive officer at or within two (2) years before the time of the filing;

1. B. That person was convicted in a

criminal proceeding (excluding traffic violations and other minor offenses) or is the subject of a criminal proceeding which is presently pending;

1. C. That person was the subject of any

order, judgment or decree of any court of competent jurisdiction permanently or temporarily enjoining him/her from acting as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee or dealer in securities, or as an affiliated person, director, or employee of any investment company, bank, savings and loan association or insurance company, or from engaging in or continuing any conduct or practice in connection with that activity or in connection with the purchase or sale of any security, or was the subject of any order of a federal or state authority barring or suspending, for more than sixty (60) days, the right of that person to be engaged in any such activity which order has not been reversed or suspended;

1. (N) Remuneration of Directors and Officers.

   1. 1. Furnish the following information in

substantially the tabular form indicated as to all direct remuneration paid by the issuer and its subsidiaries during the issuer’s last fiscal year and estimated to be paid during the current fiscal year to the following persons for services in all capacities:

1. A. Each director, and each of the

three (3) highest paid officers of the issuer whose aggregate direct remuneration exceeded thirty thousand dollars ($30,000), naming each such person; and

1. B. All directors and officers of the

issuer as a group without naming them.

1. (A) (B) (C) (D) Capacities Name of in which Paid To be paid individual remuneraduring during or identity tion was last fiscal current of group received year fiscal year
2. 2. Furnish the following information in

substantially the tabular form indicated as to all pension or retirement benefits proposed to be paid under any existing plan in the event of retirement at normal retirement date, directly or indirectly, by the issuer or any of its subsidiaries to each director or officer named in answer to subparagraph (5)(R)1.A.

1. (A) (B) (C) Estimated Amounts set annual aside or accrued benefits Name of during issuer’s upon individual last fiscal year retirement
2. 3. Describe briefly all remuneration

payments (other than payments reported under paragraphs (5)(R)1. and 2.) proposed to be made in the future, directly or indirectly, by the issuer or any of its subsidiaries pursuant to any existing plan or arrangement to each director or officer named in answer to paragraph (5)(R)1. naming each such person, and all directors and officers of the issuer as a group without naming them;

1. (O) Escrow Provisions. If the officers, directors, promoters or controlling persons have stock which is subject to escrow pursuant to the Act or subject to escrow pursuant to any state or federal statute or regulation, make a complete disclosure of the number of shares, escrowed, name of persons escrowing the stock, where escrowed and the terms and conditions of the escrow;

2. (P) Options to Purchase Securities. Furnish the following information as to options to purchase securities from the registrant or any of its subsidiaries, which are or are to be outstanding as of the date of filing:

   1. 1. Describe the options, stating the

material provisions including the consideration received and to be received for such options by the grantor thereof and the market value of the securities called for on the granting date. If, however, the options are qualified stock options as defined in Section 422 of the Internal Revenue Code of 1954, only the following is required: a statement to that effect, a brief description of the terms and conditions of the options or of the plan, pursuant to which they were issued and a statement of the provisions of the plan or options with respect to the relationship between the option price and the market price of the securities at the date when the options were granted;

1. 2. State the title and amount of the secu-

rities called for by the options, the purchase prices of the securities called for, the expiration dates of the options and the market value of the securities called for by the options as of the latest practicable date; and

1. 3. Furnish separately the information

called for by paragraph (5)(E)2. for all options held by each director or officer named in answer to paragraph (5)(R)1. naming each such person and all directors and officers as a group without naming them;

1. (Q) Interest of Management and Others in Certain Transactions. Describe briefly and where practicable state the approximate amount of any material interest, direct or indirect, of any of the following persons in any material transactions during the last three

1. (3) years, or in any material proposed transactions, to which the registrant or any of its subsidiaries was, or is, to be a party:

   1. 1. Any director or officer of the regis-

trant;

1. 2. Any security holder named in answer

to subsection (5)(S); and

1. 3. Any associate of any of the previous-

ly mentioned persons;

1. (R) Dilution Aspects of the Offering. Provide in detail the number of shares acquired by officers, directors, promoters and controlling persons at prices less than the public offering price, the consideration paid for the stock and the book value of the stock prior to the offering, immediately after the offering, assuming all of the stock is sold and the benefit to the officers, directors, promoters and controlling persons in increased book value. Provide figures setting out the number of shares owned by officers, directors, promoters and controlling persons, the consideration paid for the shares and the percentage of the total class of shares to be outstanding after the public offering that these shares represent. Set out the number of shares the public will own, the total consideration paid for the shares and the percentage of the total class of shares that the public will own;

2. (S) Capital Stock Being Registered. If capital stock is being registered, state the title of the class and furnish the following information:

   1. 1. Outline briefly dividend rights, voting

rights, liquidation rights, preemptive rights, conversion rights, redemption provisions, sinking fund provisions, liability to further calls or to assessment by the registrant;

1. 2. State and explain briefly, if the rights

of holders of the stock may be modified otherwise than by a vote of majority or more of the shares outstanding, voting as a class; and

1. 3. Outline briefly any restriction on the

repurchase or redemption of shares by the registrant while there is any arrearage in the payment of dividends or sinking fund installments. If there is no restriction, so state;

1. (T) Long-Term Debt Being Registered. If long-term debt is being registered, outline briefly the following provisions as are relevant:

   1. 1. Provisions with respect to interest

conversion, maturity, redemption, amortization, sinking fund or retirement;

1. 2. Provisions with respect to the kind

and priority of any lien, security for the issue, together with a brief identification of the principal properties subject to the lien;

1. 3. Provisions restricting the declaration

of dividends or requiring the maintenance of any ration of assets, the creation or maintenance of reserves or the maintenance of properties;

1. 4. Provisions permitting or restricting

the issuance of additional securities, the withdrawal of cash deposited against the issuance, the incurring of additional debt, the release or substitution of assets securing the issue, the modification of the terms of the security and similar provisions;

1. 5. The name of the trustee and the

nature of any material relationship with the registrant or any of its affiliates, the percentage of securities of the class necessary to require the trustee to take action and what indemnification the trustee may require before proceeding to enforce the lien; and

1. 6. The general type of event which con-

stitutes a default and whether or not any periodic evidence is required to be furnished as to the absence of default or as to compliance with the terms of the indenture; 15 CSR 30-52

1. (U) Other Securities Being Registered. If securities other than capital stock or longterm debt are being registered, outline briefly the rights evidenced. If subscription warrants or rights are being registered, state the title and amount of securities called for, the period during which and the price at which the warrants or rights are exercisable;
2. (V) Pending Legal Proceedings. Briefly describe any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the issuer or any of its subsidiaries is a party or of which any of their property is the subject. Include similar information as to any such proceedings known to be contemplated by governmental authorities; and
3. (W) Financial Statements. All financial statements shall be certified unless expressly exempted by the commissioner.

AUTHORITY: sections 409.101, 409.306(a)(2)(A) and 409.306(E)(i), and 409.413, RSMo (1986).* Original rule filed June 25, 1968, effective Aug. 1, 1968. Amended: Filed May 21, 1969, effective Aug. 1, 1969. Amended: Filed July 21, 1972, effective Aug. 1, 1972. Amended: Filed Nov. 15, 1974, effective Nov. 25, 1974. Amended: Filed Aug. 11, 1978, effective Feb. 11, 1979. *Original authority: 409.101, RSMo (1967); 409.306(a)(2)(A) and (E)(i), RSMo (1967), amended 1977; and 409.413, RSMo (1967).