Wyo. Code R. 002-0017-7
Effective Date: 10/19/2017 to 10/27/2017
Rule Type: Expired Emergency Rules & Regulations
Reference Number: 002.0017.7.10192017
(a) Every person registering securities by coordination, W.S. §17-4-303, shall:
(i) file a fully executed Uniform Application to Register Securities, Form U-1 along with a consent to service of process and the required fee under W.S. §17-4-305(b). No registration documents listed on the Form U-1 shall be filed with the Secretary of State, except the Secretary of State may, upon written request, obtain a copy of any registration document listed on the Form U-1.
(ii) not be required to include any pamphlet, circular, form letter, advertisement, or other sales literature or advertising communication addressed to or intended for distribution to prospective investors if it has been or will be filed with the SEC or other Self-Regulatory Organization. However copies of such material requested shall be furnished to the Secretary of State on demand.
(iii) pursuant to W.S. §17-4-307, not be required to file records under W.S. §17-4-303(b)(i), W.S. §17-4-303(b)(ii) and W.S. §17-4-303(b)(iv). However copies of such material requested shall be furnished to the Secretary of State on demand.
(a) Every person registering securities by qualification, W.S. §17-4-304, except applications made pursuant to Chapter 7, Section 3 (Small Corporate Offering Registration), shall file with the Secretary of State:
(i) a fully executed Uniform Application to Register Securities, Form U-1, and all documents required by that form, except:
(A) a copy of an earning computation or similar document is not required;
(B) advertising material filed with the SEC or other Self-Regulatory Organization is not required.
(ii) a consent to service of process and a filing fee as required by W.S. §17-4-305(b).
(b) Every person registering securities by qualification shall:
(i) include disclosure in the registration statement or prospectus in accordance with Federal Regulation S-B [17 CFR §228.10 through 228.702]; Industry Specific Disclosure Requirements in Guide 7 [17 CFR §229.801 (g) and §802 (g)]; or other applicable Federal Disclosure Guideline and which complies with W.S. §17-4-304(b);
(ii) include in the registration statement or prospectus financial statements prepared in accordance with generally accepted accounting principles in the United States pursuant to 17 CFR §228.310 including:
(A) an audited balance sheet as of the end of the most recent fiscal year, or as of a date within 135 days if the issuer existed for a period less than one fiscal year, and audited statements of income, cash flows and changes in stockholders' equity for each of the two fiscal years preceding the date of such audited balance sheet (or such shorter period as the registrant has been in business; and,
(B) interim financial statements, which may be unaudited, which shall include a balance sheet as of the end of the issuer's most recent fiscal quarter and income statements and statements of cash flows for the interim period up to the date of such balance sheet and the comparable period of the preceding fiscal year; but,
(C) the Secretary of State, where consistent with the premise of protection of investors, may permit the omission of one or more of the financial statements or the substitution of appropriate statements of comparable character; and
(D) the Secretary of State by informal written notice may require the filing of other financial statements, audited or unaudited, where necessary or appropriate of the issuer, subsidiaries, parent companies, affiliates, general partners, or for limited liability companies, members or managers.
(iii) include in the registration statement or prospectus the information or records as specified in W.S. §17-4 304(b)(i) through W.S. §17-4 304(b)(xvii)
(iv) subscribe investors in Wyoming once the offering is declared effective on a form acceptable to the Secretary of State. The issuer shall retain the executed subscription documents for three years following close of the offering.
(v) deposit all monies received from the sale of securities from the offering in a segregated account exclusively for impoundment of offering proceeds at any financial institution(s) independent of the issuer, unless the Secretary of State determines deposit of offering proceeds in a segregated account would not provide added investor protection.
(A) The impounded proceeds shall not be removed from the segregated account until the minimum amount of offering proceeds subject to the registration statement or prospectus are deposited in the segregated account.
(B) If the minimum amount of offering proceeds subject to the registration are not received into the segregated account within the time frame established in the registration statement or prospectus, all offering proceeds shall be returned to the subscribers without deduction.
(C) Upon depositing at least the minimum amount of offering proceeds in the segregated account, the issuer may begin using the offering proceeds in a manner consistent with the 'Use of Proceeds' disclosures in the issuer's registration statement.
(D) The Secretary of State may require the issuer to provide bank statements, deposit slips, subscription agreements or other documentation as proof that the minimum sales proceeds were deposited in the segregated account.
(c) No distribution of a registration statement, delivery of a subscription agreement or any offer of a security being registered may occur in this state until the offering has been ordered effective by the Secretary of State, unless made in accordance with W.S. §17-4-202(a)(xvii) and rules relating to that section.
(d) The Secretary of State incorporates by reference the following NASAA Statements of Policy found at www.nasaa.org as standards of disclosure and fairness in review of securities registration statements or prospectuses for entities engaged in specific types of securities that follow:
(a) The Secretary of State incorporates by reference the NASAA Statement of Policy Regarding Small Corporate Offering Registrations (SCOR), as adopted by NASAA on April 28, 1996 and available at www.nasaa.org. Securities may only be registered under Section 3 if they meet the requirements set forth in this Policy and are not disqualified by the Policy.
(b) Every issuer, when filing pursuant to this Section 3, shall file with the Secretary of State the following:
(i) a fully executed Uniform Application to Register Securities, Form U-1.
(ii) a filing fee as required by W.S. §17-4-305(b).
(iii) a properly completed Form U-2, Consent to Service of Process, appointing the Secretary of State as the issuer's agent in the State of Wyoming for service of process;
(iv) a properly completed Form U-2a, Corporate Resolution, authorizing a corporate officer to perform the acts necessary to effect issuance of securities by the corporation;
(v) a Form U-7 or format prescribed by Regulation A completed pursuant to the applicable instructions.
(c) The information contained in the completed Form U-7 is the offering document information for a security registered pursuant to Section 3 and must be delivered to each purchaser for the purposes of complying with the requirement of W.S. §17-4-304(d).
(d) An offering filed pursuant to Section 3 may be reviewed by the Secretary of State in coordination with one or more securities administrators in other states where the issuer has filed a coordinated review.
(a) After filing with the Secretary of State any offering required to be filed which is not yet effective:
(i) May withdraw its application from registration unless the Secretary of State has initiated an action for entry of a stop order or has previously entered a stop order or similar action against the issuer. The Secretary of State shall retain one hundred dollars ($100) of the filing fee.
(ii) May be deemed abandoned by the Secretary of State if that application has been on file for one year or more without becoming effective. If no request for extension is received, or if no correspondence is received regarding the filing even after the Secretary of State notifies the correspondent, the offering will be deemed abandoned and the Secretary of State shall retain the entire filing fee.
Section 5. Post Filing Requirements. All securities registration filings which have
been declared effective shall:
(a) Renew Registration within 60 days following the anniversary date of its effectiveness by:
(i) requesting renewal in a letter addressed to the Secretary of State identifying the registration by its Wyoming file number; and,
(ii) including fees as required in W.S. §17-4-305(b); or
(b) Cancel effectiveness with the Secretary of State, without prejudice toward secondary trading as quickly as possible after the offering is completed or terminated by:
(i) requesting the effective registration status be canceled in a letter addressed to the Secretary of State specifying the name of the issuer, the Wyoming file number if known; or
(c) Have its effective registration status administratively revoked within 60 days following the registration's anniversary effective date if:
(i) no renewal is effected; or,
(ii) no letter requesting cancellation is received by the Secretary of State.