Wyo. Code R. 002-0017-6
Effective Date: 01/11/1996 to 07/01/1997
Rule Type: Superceded Rules & Regulations
Reference Number: 002.0017.6.01111996
Section 1. Exempt Securities. The following rules correspond with provisions of W.S. §17-4-114(a) and are provided as further clarification. Requests for confirmation of compliance with any section may be requested in writing from the Secretary of State.
(a) Credit enhancements such as 'put options' and 'letters of credit' attached to an otherwise exempt issue of securities under W.S. §17-4-114(a)(i) and (ii) having no investment value separate and apart from the exempt issue are considered an integral part of the otherwise exempt security and require no separate registration or exemption.
(b) The Secretary of State may by rule or order exempt securities listed on any exchange or national quotation system, if the administrator finds that the exchange or system approves applications to list or designate securities and applies the substantial equivalent of or exceeds the criteria set forth in paragraphs i, ii, iii and iv below (also referred to as The Uniform Model Marketplace Exemption Memorandum of Understanding (MOU) Tier I). The administrator may certify any exchange or system upon a finding that it provides a sufficient level of investor protection and that certification is consistent with the purposes fairly intended by the policy and provision of the Wyoming Uniform Securities Act.
(i) Each exchange or association shall require every issuer to meet or exceed the following standards for listing or designation on the exchange of its securities:
(A) At least five hundred thousand (500,000) shares of the issuer shall be held by public shareholders.
(B) The market value of the issuer's publicly held shares shall equal three million dollars ($3,000,000) or more.
(C) The minimum offering price per share of the issuer's stock shall be five dollars ($5.00) per share.
(D) The issuer shall have a minimum of 800 stockholders for companies between 500,000 and 1,000,000 shares publicly held or a minimum of 400 stockholders for companies with more than 1,000,000 publicly held shares, or a minimum of 400 stockholders for companies with more than 500,000 publicly held shares and daily trading volumes exceeding 2,000 shares per day for six months.
(E) The issuer's net income for the last fiscal year shall equal or exceed four hundred thousand dollars ($400,000).
(F) The issuer's pre-tax income shall equal or exceed seven hundred fifty thousand dollars ($750,000) for the last fiscal year.
(G) The issuer shall have net tangible assets equal to or exceeding four million dollars ($4,000,000) or more at the end of its last fiscal year end.
(ii) Each exchange or association shall require every issuer's securities to be marketed by at least two authorized market makers.
(iii) Each exchange or association shall require at least the following minimum corporate governance standards for its domestic issuers:
(I) Each issuer shall distribute to shareholders copies of an annual report containing audited financial statements of the company and its subsidiaries. The report shall be distributed to shareholders a reasonable period of time prior to the company's annual meeting of shareholders and shall be filed with the exchange or association at the time it is distributed to shareholders.
(II) Each issuer which is subject the SEC Rule 13a-13 shall make available to shareholders copies of quarterly reports including statements of operating results either prior to or as soon as practicable following the company's filing its Form 10-Q with the SEC. If the form of such quarterly report differs from the Form 10-Q, both the quarterly report and the Form 10-Q shall be filed with the exchange or association. The statement of operations contained in quarterly reports shall disclose, at a minimum, any substantial items of an unusual or non-recurrent nature and net income and the amount of estimated federal taxes.
(III) Each issuer which is not subject to SEC Rule 13a-13 and which is required to file with the SEC, or another federal or state regulatory authority, interim reports relating primarily to operations and financial position, shall make available to shareholders reports which reflect the information contained in those interim reports. Such reports shall be made available to shareholders either before or as soon as practicable following filing with the appropriate regulatory authority. If the form of the interim report made available to shareholders differs from that filed with the regulatory authority, both the report to shareholders and the report to the regulatory authority shall be filed with the exchange or association.
(B) Independent Directors. Each issuer shall maintain a minimum of two independent directors on its board of directors. For purposes of this section, 'independent director' shall mean a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which, in the opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
(C) Audit Committee. Each issuer shall establish and maintain an audit committee, a majority of the members of which shall be independent directors.
(D) Shareholder Meetings. Each issuer shall hold an annual meeting of shareholders and shall provide notice of such meeting to the exchange or association.
(E) Quorum. Each issuer shall provide for a quorum as specified in its bylaws for any meeting of the holders of common stock; provided, however, that in no case shall such quorum be no less than 33 ⅓ percent of the outstanding shares of the company's common voting stock.
(F) Solicitation of Proxies. Each issuer shall solicit proxies and provide proxy statements for all meetings of shareholders and shall provide copies of such proxy solicitation to the exchange or association.
(G) Conflicts of Interest. Each issuer shall conduct an appropriate review of all related party transactions on an ongoing basis and shall use the company's audit committee or a comparable body for the review of potential conflict of interest situations where appropriate.
(H) Shareholder Approval Policy. The issuer shall require shareholder approval of a plan or arrangement under I below or, prior to the issuance of designated securities under II, III, or IV below, when:
(I) A stock option or purchase plan is to be established or other arrangement made pursuant to which stock may be acquired by officers or directors, except for warrants or rights issued generally to security holders of the company or broadly based plans or arrangements including other employees (e.g. ESOPs). In a case where the shares are issued to a person not previously employed by the company, as an inducement essential to the individual's entering into an employment contract with the company, shareholder approval will generally not be required.
The establishment of a plan or arrangement under which the amount of securities may be issued does not exceed the lesser of 1% of the number of shares of common stock, 1% of the voting power outstanding, or 25,000 shares will not generally require shareholder approval.
(II) The issuance will result in a change in the control of the issuer;
(III) In connection with the acquisition of the stock or assets of another company if:
(1.) any director, officer or substantial shareholder of the issuer has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the company or assets to be acquired or in the consideration to be paid in the transaction or series of related transactions and the present or potential issuance of common stock, or securities convertible into or exercisable for common stock, could result in an increase in outstanding common shares or voting power of 5% or more; or
(2.) where the present or potential issuance of common stock, or securities convertible into or exercisable for common stock other than a public offering for cash, if the common stock has or will have upon issuance voting power equal to or in excess of 20% of the voting power outstanding before the issuance of stock or securities convertible into or exercisable for common stock or the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares or common stock outstanding before the issuance of the stock or securities.
(IV) In connection with a transaction other than a public offering involving:
(1.) the sale or issuance by the issuer of common stock (or securities convertible into or exercisable for common stock) at a price less than the greater of book or market value which together with sales by officers, directors or substantial shareholders of the company equals 20% or more of common stock or 20% or more of the voting power outstanding before the issuance; or
(2.) the sale or issuance by the company of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance for less than the greater of book or market value of the stock.
(V) Exceptions may be made upon application to the exchange or association when 1) the delay in securing stockholder approval would seriously jeopardize the financial viability of the enterprise and 2) reliance by the company on this exception is expressly approved by the Audit Committee of the Board or a comparable body. A company relying on this exception must mail to all shareholders not later than ten days before issuance of the securities a letter alerting them to its omission to seek the shareholder approval that would otherwise be required and indicating the Audit Committee of the Board or a comparable body has expressly approved the exception.
(VI) Only shares actually issued and outstanding (excluding treasury shares or shares held by a subsidiary) are to be used in making any calculation provided for in this paragraph. Unissued shares reserved for issuance upon conversion of securities or upon exercise of options or warrants will not be regarded as outstanding.
(VII) Voting power outstanding as used in this section refers to aggregate number of votes which may be cast by holders of those securities outstanding which entitle the holders thereof to vote generally on all matters submitted to the company's security holders for a vote.
(VIII) An interest consisting of less than either 5% or the number of shares of common stock or 5% of the voting power outstanding of an issuer or party shall not be considered a substantial interest or cause the holder of such an interest to be regarded as a substantial security holder.
(iv) Voting Rights.
(A) The rules of each exchange shall provide as follows: No rule, stated policy, practice, or interpretation of this exchange shall permit the listing, or the continuance of the listing of any common stock or other equity security of a domestic issuer, if, on or after July 7, 1988, the issuer of such security issues any class of security, or takes other corporate action, with the effect of nullifying, restricting or disparately reducing the per share voting rights of holders of an outstanding class or classes of common stock of such issuer registered pursuant to Section 12 of the Securities Exchange Act of 1934 ('Act').
(B) The rules of each association shall provide as follows: no rule, stated policy, practice, or interpretation of this association shall permit the listing on NASDAQ/NMS ('authorization'), or the continuance of authorization, of any common stock or other equity security, of a domestic issuer, if, on or after July 7, 1988, the issuer of such security issues any class of security, or takes other corporate action, with the effect of nullifying, restricting, or disparately reducing the per share voting rights of holders of an outstanding class or classes of common stock of such issuer registered pursuant to Section 12 of the Act.
(C) For purposes of paragraphs A and B of this section, the following shall be presumed to have the effect of nullifying, restricting or disparately reducing the per share voting rights of an outstanding class or classes of common stock:
(I) Corporate action to impose any restriction on the voting power of shares of the common stock of the issuer held by a beneficial owner or record holder based on the number of shares held by such beneficial or record holder;
(II) Corporate action to impose any restriction on the voting power of shares of the common stock of the issuers held by a beneficial or record holder based on the length of time such shares have been held by such beneficial or record holder;
(III) Any issuance of securities through an exchange offer by the issuer for shares of an outstanding class of common stock of the issuer, in which the securities issued have voting rights greater than or less than the per share voting rights of any outstanding class of the common stock of the issuer;
(IV) Any issuance of securities pursuant to a stock dividend, or any other type of distribution of stock, in which the securities issued have voting rights greater than the per share voting rights of any outstanding class of the common stock of the issuer.
(D) For purposes of paragraphs A and B of this section, the following, standing alone, shall be presumed not to have the effect of nullifying, restricting, or disparately reducing the per share voting rights of holders of an outstanding class or classes of common stock:
(I) The issuance of securities pursuant to an initial registered public offering;
(II) The issuance of any class of securities, through a registered public offering, with voting rights not greater than the per share voting rights of any outstanding class of the common stock of the issuer;
(III) The issuance of any class of securities to effect a bona fide merger or acquisition, with voting rights not greater than the per share voting rights of any outstanding class of the common stock of the issuer;
(IV) Corporate action taken pursuant to state law requiring a state's domestic corporation to condition the voting rights of a beneficial or record holder of a specified threshold percentage of the corporation's voting stock on the approval of the corporation's independent shareholders.
(E) Definitions. The following terms shall have the following meaning for purposes of this section, and the rules of each exchange and association shall include such definitions for the purposes of the prohibition in paragraphs A and B respectively, of this section:
(I) The term 'common stock' shall include any security of an issuer designated as common stock and any security of an issuer, however designated, which, by statute or by its terms is common stock (e.g., a security which entitles the holders thereof to vote generally on matters submitted to the issuer's security holders for a vote).
(II) The term 'equity security' shall include any equity security defined as such pursuant to Rule 3a11-1 under the Act. (17 CFR 240.3a11-1)
(III) The term 'domestic issuer' shall mean an issuer that is not a 'foreign private issuer' as defined in Rule 3B-4 under the Act (17 CFR 240.3b-1).
(IV) The term 'security' shall include any security defined as such pursuant to section 3(a)(10) of the Securities and Exchange Act of 1934, but shall exclude any class of security having a preference or priority over the issuer's common stock as to dividends, interest payments, redemption or payments in liquidation, if the voting rights of such securities only become effective as a result of specified events, not relating to an acquisition of the common stock or the issuer, which reasonably can be expected to jeopardize the issuer's financial ability to meet its payment obligations to the holders of that class of securities.
(F) Maintenance Criteria. After listing or authorization for quotation on an exchange or quotation system, a security must meet the following criteria to continue to be listed or authorized for quotation on the exchange or quotation system:
(I) The issuer of the security has net tangible assets of at least:
(1.) $2,000,000 if the issuer has sustained losses from continuing operations and/or net losses in two of its three most recent fiscal years; or
(2.) $4,000,000 if the issuer has sustained losses from continuing operations and/or net losses in three of its four most recent fiscal years.
(II) There are at least 200,000 publicly held shares.
(III) There are at least 400 shareholders or at least 300 shareholders of round lots.
(IV) The aggregate market value of publicly held shares is at least $1,000,000.
(G) The administrator may decertify a specific national securities exchange or the NASDAQ National Market System designation, by an order issued pursuant to paragraph M of this Memorandum of Understanding, if the administrator determines that the listing requirements for the exchange or designation requirements of the system have been so changed or insufficiently applied that the protection of investors contemplated by the original listing or designation requirements is no longer afforded.
(H) The administrator shall have the authority to deny the exemption from registration of, or revoke, a specific issue of securities, by an order issued pursuant to paragraph M of this Memorandum of Understanding.
(I) The association and the exchanges shall promptly notify the administrator of the delisting of an issue of securities by their marketplace.
(J) In order to attain maximum effectiveness of regulation and maximum uniformity of federal and state standards, each association and exchange will cooperate, coordinate and share information with NASAA concerning the operations of their respective marketplaces to ensure proper implementation of the exemptive provisions. For purposes of furthering the goal of cooperation and resolving differences, the signatories to the Memorandum of Understanding shall meet annually on or about the anniversary date of the signing of the Memorandum.
(K) This marketplace exemption shall apply to all securities of an issuer (including initial public offerings) as of the date those securities are listed or approved for listing upon notice of issuance upon a marketplace exempted by this agreement, and to any other security of the same issuer which is of senior or substantially equal rank, any security called for by subscription rights or warrants or any warrant or right to purchase or subscribe to any of the foregoing.
(L) The administrator shall have the authority to deny the exemption by rulemaking to a category of securities when necessitated by the public interest and for the protection of the investors by an order issued pursuant to paragraph M of this Memorandum of Understanding.
(M) Any action taken by a state securities administrator as contemplated in this Memorandum of Understanding, including but not limited to actions set forth in paragraphs G, H and L of this Memorandum, must comply with an applicable state law respecting administrative procedures which law at a minimum provides for notice of hearing to all interested parties, opportunity for hearing, written findings of fact and conclusions of law and judicial appeal.
(N) NASAA, the Exchanges and the NASD will use their best efforts to make available on a timely basis information from existing data bases regarding offerings of securities subject to the exemption.
(c) Commercial paper as used in W.S. §17-4-114 (a)(ix) refers to the type instruments listed in 17 CFR 231.4412.
(d) W.S. §17-4-114 (a)(x) exempts the investment contract issued in connection with any employee stock purchase plan or similar benefit plan. Issuance of the securities underlying the plan may be made in conjunction with other exemptions found in W.S. §17-4-114.
(e) To comply with W.S. §17-4-114 (a) (xi):
(i) Issuers of open-end management companies which offer or sell in Wyoming shall file with the Secretary of State an annual notice claiming exemption. The filing shall be made on or within 60 days following the fund's fiscal year end.
(A) Filers may utilize an electronic filing format, submit registration fees and follow procedures prescribed by SRD or similar electronic filing systems when available.
(B) If not electronically filed, the filing shall be filed in the format contained in Appendix A. The form shall be accompanied by a filing fee as required by W.S. 17-4-114(a)(xi)(A).
(ii) Mutual funds having several portfolios which file pursuant to the same Federal registration statement shall pay a single fee as required in W.S. 17-4-114(a)(xi)(A) for the entire fund.
(iii) Mutual funds shall not file registration statements, prospectuses, advertising literature, notice of effectiveness or materials other than its notice of exemption form;
(iv) Mutual funds adding or deleting portfolios or affecting any other change to its Notice of Investment Company Exemption shall amend the Notice of Investment Company Exemption on the fund's fiscal year end or 60 days thereafter.
(v) A mutual fund which changes its fiscal year end shall file on its new fiscal year end, pay the fee and notify the Secretary of State at that time. For example, a fund whose fiscal year end was June 31 changes the fiscal year end to December 31, that fund shall file the notice and pay the fee on December 31.
(vi) Every sponsor of a unit investment trust shall file in the format contained in Appendix A. The form shall be accompanied by a filing fee as required by W.S. 17-4-114(a)(xi)(B).
(vii) Sponsors shall file one form and pay one fee regardless of the number of trusts it sponsors.
Section 2. Exempt Transactions. The following rules correspond with provisions of W.S. §17-4-114 (b) and are provided as further clarification. Requests for confirmation of compliance with any section on a case-by-case basis may be requested in writing from the Secretary of State.
(a) Isolated nonissuer transaction as used in W.S. §17-4-114 (b)(i) shall mean a single transaction involving one buyer and one seller.
(b) Standard and Poors, Moodys, Fitch or Value Line publications containing information specified by the statutory exemption are recognized manuals for the purpose of claiming exemption under W.S. §17-4-114 (b) (ii).
(c) By the authority granted the Secretary of State in W.S. §17-4-114 (b)(ix) the following transaction is determined to be exempt from the registration provisions of this act:
(i) Any offer or sale of securities offered or sold in compliance with Securities Act of 1933, Regulation D, Rules 230.505 and/or 230-506 including an offer or sale made exempted by application of rule 508 (a), as made effective in SEC Release No. 33-6389 and as amended in SEC Release Numbers 33-6437, 33-6663, 33-6758 and 33-6825, and which satisfies the following further conditions and limitations:
(A) No commission, fee or other remuneration shall be paid or given, directly or indirectly, to any person for soliciting any prospective purchaser in this state unless such person is appropriately registered in this state. It is a defense to a violation of this subsection if the issuer sustains the burden of proof to establish that he or she did not know and in the exercise of reasonable care could not have known that the person who received a commission, fee or other remuneration was not appropriately registered in this state.
(B) No exemption under this rule shall be available for the securities of any issuer if any of the parties described in the Securities Act of 1933, Regulation A, Rule § 230.262 sections (a), (b) and (c):
(I) Has filed a registration statement which is the subject of a currently effective registration stop order entered pursuant to any state's securities laws within five years prior to the filing of the notice required under this exemption.
(II) Has been convicted within five years prior to the filing of the notice required under this exemption of any felony or misdemeanor in connection with the offer, purchase or sale of any security or of any felony involving fraud or deceit, including but not limited to forgery, embezzlement, obtaining money under false pretenses, larceny, conspiracy to defraud, money laundering or tax evasion.
(III) Is currently subject to any state or provincial administrative enforcement order or judgment entered by that state or provinces securities administrator within five years prior to the filing or the notice required under this exemption or is subject to any state or provincial administrative enforcement order or judgment in which fraud or deceit, including but not limited to making untrue statements or material facts and omitting to state material facts, was found and the order or judgment was entered within five years prior to the filing of the notice required under this exemption.
(IV) Is subject to any state or provincial administrative enforcement order or judgment which prohibits, denies or revokes the use of any exemption from registration in connection with the offer, purchase or sale of securities.
(V) Is currently subject to any order, judgment, or decree of any court of competent jurisdiction temporarily, preliminarily permanently restrain or enjoin, such party from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security or involving the making of any false filing with the state or province entered within five years prior to the filing of the notice required under this exemption.
(VI) The prohibitions of paragraphs 1-3 and 5 above shall not apply if the person subject to the disqualification is duly licensed or registered to conduct securities related business in the state or province in which the administrative order or judgment was entered against such person or if the broker-dealer employing such party is licensed or registered in this state and the Form BD filed with this state discloses the order, conviction, judgment or decree relating to such person. No person disqualified under this subsection shall act in a capacity other than that for which the person is licensed or registered.
(VII) Any disqualification caused by this section is automatically waived if the state or provinces securities administrator or agency of the state or province which created the basis for disqualification determines upon a showing of good cause that it is not necessary under the circumstances that the exemption be denied.
It is a defense to a violation of this subsection if the issuer sustains the burden of proof to establish that he or she did not know and in the exercise of reasonable care could not have known that a disqualification under this subsection existed.
(C) The issuer shall file with the Secretary of State a notice on Form D (17 CFR 239.500):
(I) No later than 15 days after the first sale of securities or the receipt of a completed subscription agreement by an investor in this state which results from an offer being made in reliance upon this exemption and at such other times and in the form required under Regulation D, Rule 230.503 to be filed with the Securities and Exchange Commission.
(II) The notice shall contain an original signature on the State Signature page of the Form D.
(III) The notice shall contain an undertaking by the issuer to furnish the Secretary of State, upon written request, the information furnished by the issuer to offerees;
(IV) Unless otherwise available, included with or in the initial notice shall be a consent to service of process (Form U-2);
(V) Every person filing the initial notice provided for in (I) above shall pay a filing fee as required in W.S. 17-4-114(b)(ix).
(D) In all sales to nonaccredited investors in this state one of the following conditions must be satisfied for the issuer and any person acting on its behalf shall after making reasonable inquiry believe that one of the following conditions is satisfied:
(I) The investment is suitable for the purchaser upon the basis of the facts, if any, disclosed by the purchaser as to the purchaser's other security holdings, financial situation and needs. For the purpose of this condition only, it may be presumed that if the investment does not exceed 10% of the investor's net worth, it is suitable.
(II) The purchaser either alone or with his/her purchaser representative(s) has such knowledge and experience in financial and business matters that he/she is or they are capable of evaluating the merits and risks of the prospective investment.
(ii) A failure to comply with a term, condition or requirement of sections (i) (A), (C), and (D) of this rule will not result in loss of the exemption from the requirement of W.S. §17-4-107 for any offer or sale to a particular individual or entity if the person relying on the exemption shows:
(A) The failure to comply did not pertain to a term, condition or requirement directly intended to protect that particular individual or entity; and
(B) The failure to comply was insignificant with respect to the offering as a whole; and
(C) A good faith and reasonable attempt was made to comply with all applicable terms, conditions, and requirements of sections (i) (A), (C), and (D).
(iii) Where an exemption is established only through reliance upon section (ii) of this rule, the failure to comply shall nonetheless be actionable by the Secretary of State under W.S. §17-4-120.
(iv) Transactions which are exempt under this rule may not be combined with offers and sales exempt under any other rule or section of this act; however, nothing in this limitation shall act as an election. Should for any reason the offer and sale fail to comply with all of the conditions for this exemption, the issuer may claim the availability of any other applicable exemption.
(v) The administrator may increase the number of purchasers or waive any other conditions of this exemption.
(vi) The exemption authorized by this rule shall be known and may be cited as the 'Uniform Limited Offering Exemption (ULOE).'
(d) The Secretary of State deems the wording of W.S. §17-4-114 (b) (xi) to be illustrative of certain types of existing securities holders and not restrictive to persons who are holders of convertible securities, nontransferable warrants or transferable warrants exercisable within not more than ninety (90) days of their issuance.
(e) W.S. §17-4-114 (b) (xii) allows dissemination of a preliminary prospectus. Any dissemination shall be made in accordance with the 1957 NASAA Report on Policy entitled Publication or Distribution of Preliminary Prospectuses and Preliminary Summary Prospectuses as published in the Commerce Clearing House NASAA Reporter.
(f) Offers but not sales of securities made pursuant to W.S. §17-4-114(b)(xiii) in securities registration pursuant to Chapter 7, Section 3 of these rules:
(i) If made pursuant to the following conditions:
(A) Ten business days prior to the initial solicitation of interest under this rule, the offerer files with the Secretary of State a 'Solicitation of Interest Form' which appears as Appendix B to these rules along with any other materials to be used to conduct solicitations of interest, including, but not limited to, the script of any broadcast to be made, a copy of any video materials intended for broadcast and a copy of any notice to be published.
(B) Five (5) business days prior to usage, the offerer files with the Secretary of State any amendments to the foregoing materials or additional materials to be used to conduct solicitations of interest, except for materials provided to a particular offeree pursuant to a request by that offeree.
(C) No Solicitation of Interest Form, script, advertisement or other material is used to solicit indications of interest which the Secretary of State has notified the offerer not to distribute.
(D) Except for scripted broadcasts and published notices, the offerer must supply the offeree with the most current Solicitation of Interest Form at or before the time of the communication or within five (5) days of the initial communication.
(E) During the solicitation of interest period, the offerer does not solicit or accept money or a commitment to purchase securities.
(F) No sale is made until the offeree has received and had an opportunity to read a currently effective prospectus. No sale may occur based upon the delivery of a preliminary prospectus until a final prospectus is received.
(G) The offeror has exercised reasonable diligence in determining that no person included in Chapter 6, Section 2(c)(B) of these Rules is involved directly or indirectly with transactions pursuant to this exemption.
(H) Any published notice or script for broadcast shall contain at least the identity of the chief executive officer of the issuer, a brief and general description of its business and products, and the following legends:
(I) No money or other consideration is being solicited and none may be accepted;
(II) No sales of the securities shall be made or commitment to purchase accepted until delivery of an offering circular that includes complete information about the issuer and the offering is made;
(III) An indication of interest made by a prospective investor involves no obligation or commitment of any kind; and
(IV) No sale may be made until the offering statement is qualified by the SEC and is registered in this state.
(I) All communications with prospective investors made in reliance on this rule must cease after a registration statement is filed in this state, and no sale may be made until at least twenty (20) calendar days after the last communication with a prospective investor under this exemption.
(ii) However, a failure to comply with any condition of section (i) of this rule will not result in the loss of the exemption from the registration or literature filing requirements of the Act for any offer to a particular individual or entity if the offerer shows:
(A) the failure to comply did not pertain to a condition directly intended to protect that particular individual or entity; and
(B) the failure to comply was insignificant with respect to the offering as a whole; and
(C) a good faith and reasonable attempt was made to comply with all applicable conditions of this item(s);
(D) Where an exemption is established only through reliance upon this subsection (ii), the failure to comply shall nonetheless be actionable as a violation of the Act by the Secretary of State under W.S. §17-4-120 and constitute grounds for denying or revoking the exemption as to a specific security or transaction.
(iii) The Secretary of State may waive any condition of this exemption in writing, upon application by the offerer and cause having been shown. Neither compliance or attempted compliance with this rule, nor the absence of any objection or order by the Secretary of State with respect to any offer of securities undertaken pursuant to this rule, shall be deemed to be a waiver of any condition of the rule or deemed to be a confirmation by the Secretary of State of the availability of this rule.
(iv) Offers made in reliance on this rule will not result in a violation of the registration provisions of the Act by virtue of being integrated with subsequent offers or sales of securities unless such subsequent offers and sales would be integrated under federal securities laws.
(v) Issuers on whose behalf indications of interest are solicited under this rule may not make offers or sales in reliance on W.S. §17-4-114(b)(ix) until 12 months after the last communication with a prospective investor made under this exemption.