Wyo. Code R. 002-0017-9
Effective Date: 07/01/1997 to 10/27/2017
Rule Type: Superceded Rules & Regulations
Reference Number: 002.0017.9.07011997
(a) Except as provided in subsection (b), no investment company that is registered under the Investment Company Act of 1940 or that has currently filed a registration statement under the Securities Act of 1933 is required to file with the Secretary of State, either prior to the initial offer or after the initial offer in this state of a security which is a covered security under Section 18 (b) (2) of the Securities Act of 1933, a copy of any document which is part of a federal registration statement filed with the SEC or is part of an amendment to such federal registration statement.
(b) An investment company that is registered under the Investment Company Act of 1940 or that has filed a registration statement under the Securities Act of 1933 shall, upon receipt of a written request of the Secretary of State and within the time period set forth in the request, provide a copy of any document identified in the request that is part of the federal registration statement filed with the SEC or part of an amendment to such federal registration statement.
(c) Issuers of certain covered securities under section 18 (b) (2) of the Securities Act of 1933 shall make a notice filing with the Secretary of State at the fund or trust level and pay a fee as follows, but no consent to service of process, registration statement, prospectus, amendment, sales literature, annual report or other document shall be filed with the Secretary of State:
(i) Open-end investment companies shall make notice filings to the Secretary of State on Form NF or in the alternative the Notice of Investment Company Exemption form which appears as Appendix A to these rules and pay a fee of $200 upon:
(A) an initial filing with the state; and,
(B) every other year thereafter on the fund's fiscal year end or within 60 days grace period of the fund's fiscal year end.
(ii) Initial notice filings will be effective upon receipt or, if requested by the issuer, concurrent with SEC effectiveness. Thereafter, notice filings shall be made on the fund's fiscal year end according to (B) above.
(iii) Bi-annual renewals will be effective upon the expiration of the issuer's previous fiscal year end even if received prior to that date or within the 60 days thereafter.
(iv) Notice filings may be amended by submitting an amended Form NF or in the alternative, a Notice of Investment Company Exemption, to the Secretary of State. Such amendments shall be effective upon receipt. No fee is payable for amendments.
(v) A notice filed under this section may be terminated by the issuer by providing the Secretary of State with notice by letter of such termination and shall be effective upon receipt of such notice.
(vi) Unit investment trusts are not required to made notice filings or pay fees.
(a) An issuer offering a security that is a covered security under section 18 (b) (4) (D) of the Securities Act of 1933 shall file a notice on SEC Form D, a consent to service of process on Form U-2, and pay a fee of $200 no later than 15 days after the first sale of such federal covered security in this state.
(b) For purposes of this section, the SEC “Form D” is defined as the document, as adopted by the Securities and Exchange Commission and in effect on September 1, 1996, as may be amended by the SEC, entitled “FORM D; Notice of Sale of Securities pursuant to Regulation D, Section 4(6), and/or Uniform Limited Offering Exemption,” including Part E and the Appendix.
(c) An issuer under this section who files notice on SEC Form D undertakes to furnish a completed and signed Form U-2 consent to service of process to the Secretary of State.
(d) An issuer under this section who files notice on SEC Form D undertakes to furnish to the Secretary of State, upon written request, information furnished by the issuer, or on behalf of the issuer, to offerees.
(a) Any offer or sale of a security by an issuer in a transaction that meets the requirements of this rule is exempted from W. S. §17-4-107 and W. S. §17-4-115.
(i) Sales of securities shall be made only to persons who are or the issuer reasonably believes are accredited investors. “Accredited investor” is defined in 17 C. F. R. 230.501 (a).
(ii) The exemption is not available to an issuer that is in the development stage that either has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person.
(iii) The issuer reasonably believes that all purchasers are purchasing for investment and not with a view to or for sale in connection with a distribution of the security. Any resale of a security sold in reliance on this exemption within twelve (12) months of sale, except a resale to an accredited investor or pursuant to a registration statement effective under sections W. S. §17-4-109 or 110, shall be presumed to be with a view to distribution and not for investment. Securities issued under this exemption may only be resold pursuant to registration or an exemption under W. S. §17-4-101 et seq.
(iv) (A) The exemption is not available to an issuer if the issuer, any of the issuer’s predecessors, any affiliated issuer, any of the issuer’s directors, officers, general partners, beneficial owners of 10% or more of any class of its equity securities, any of the issuer’s promoters, promoters presently connected with the issuer in any capacity, any underwriter of the securities to be offered, or any partner, director or officer of such underwriter:
(I) within the last five years, has filed a registration statement which is the subject of a currently effective registration stop order entered by any state securities administrator or the United States Securities and Exchange Commission;
(II) within the last five years, has been convicted of any criminal offense in connection with the offer, purchase or sale of any security, or involving fraud or deceit;
(III) is currently subject to any state or federal administrative enforcement order or judgment, entered within the last five years, finding fraud or deceit in connection with the purchase or sale of any security; or
(IV) is currently subject to any order, judgment or decree of any court of competent jurisdiction, entered within the last five years which has temporarily, preliminarily or permanently restrained or enjoined such party from engaging in or continuing to engage in any conduct or practice involving fraud or deceit in connection with the purchase or sale of any security.
(B) Subparagraph (a) (iv) shall not apply if:
(I) The party subject to the disqualification is licensed or registered to conduct securities related business in the state in which the order, judgment or decree creating the disqualification was entered against such party; or
(II) before the first offer under this exemption, the state securities administrator, or the court or regulatory authority that entered the order, judgment, or decree, waives the disqualification.
(v) (A) A general announcement of the proposed offering may be made by any means.
(B) The general announcement shall include only the following information, unless additional information is specifically permitted by the Secretary of State:
(I) The name, address and telephone number of the issuer of the securities;
(II) The name, a brief description and price (if known) of any security to be issued;
(III) A brief description of the business of the issuer;
(IV) The type, number and aggregate amount of securities being offered;
(V) The name, address and telephone number of the person to contact for additional information; and
(VI) A statement that sales will only be made to accredited investors. No money or other consideration is being solicited or will be accepted, and the securities have not been registered with or approved by any state securities agency or the United States Securities and Exchange Commission and are being offered and sold pursuant to an exemption from registration.
(vi) The issuer, in connection with an offer, may provide information in addition to the general announcement under paragraph (B), if such information:
(A) is delivered through an electronic database that is restricted to persons who have been prequalified as accredited investors; or
(B) is delivered after the issuer reasonably believes that the prospective purchaser is an accredited investor.
(vii) No telephone solicitation shall be permitted unless prior to placing the call, the issuer reasonably believes that the prospective purchaser to be solicited is an accredited investor.
(viii) Dissemination of the general announcement of the proposed offering to persons who are not accredited investors shall not disqualify the issuer from claiming the exemption under this rule.
(ix) The issuer shall file with the Secretary of State a Form D as notice of the transaction, a consent to service of process, a copy of the general announcement, and a fee of $200 within 15 days after the first sale in this state.