OAR 441-065-0020: Registration by Qualification

(1) Eligibility. Any issuer, owner, licensed broker-dealer, licensed mortgage broker, or any other person on whose behalf an offering is to be made may apply to register or renew by qualification. (2) Application. An applicant for registration by qualification must use Form U-1 (developed by the North American Securities Administrators Association, Inc.). The application must be complete and accompanied by the following documents as applicable: (a) One copy of the registration statement filed with the Securities and Exchange Commission; (b) One copy of the most recent prospectus; (c) The underwriting agreement, agreement among underwriters, and selected dealers’ agreement; (d) Copies, including all amendments, of the issuer’s articles of incorporation, certificate of limited partnership, or charter; (e) Issuer’s bylaws as amended to date; (f) Other contracts or documents of a material nature including option or warrant plans, proceeds escrow agreements, stock escrow agreements, key employment contracts, leases, patent opinions, preliminary title reports, and loan commitment letters; (g) Counsel’s opinion as to the legality of the securities to be issued and counsel’s consent to use the opinion; (h) Other experts’ opinions or reports and consent to use the opinions; (i) A specimen of the security including any restrictions on its transfer; (j) Proposed advertising material except material described in Rules 134, 134a, 135, or 135a adopted under the Securities Act of 1933, as amended; (k) Financial statements as defined in OAR 441-011-0040; (l) A Form U-4 application and a filing fee as set in OAR 441-175-0002 for each salesperson if the offering will not be made through a licensed broker-dealer; and (m) A registration fee as set in OAR 441-065-0001. (3) Post application information. Every applicant or registrant by qualification must: (a) Advise the Director prior to registration in Oregon of any material change in any information contained in the application or in any documents submitted with or as a part of the application; (b) File within two business days after filing with the Securities and Exchange Commission: (A) Any amendments to the federal registration statement designating the changed, revised, or added material or information; and (B) The final prospectus and any further amendments or supplements thereto. (c) File within 14 days of the date of registration the final prospectus, if not filed with the Securities and Exchange Commission; (d) Notify the Director within two business days of receipt of: (A) Any stop order, order of denial, order to show cause, order of suspension or revocation, injunction, or restraining order, or similar order entered or issued by any state or other regulatory authority or by any court concerning the securities covered by the application or other securities of the issuer currently being offered to the public; and (B) Notice of effectiveness of the registration by the Securities and Exchange Commission. (e) Notify the Director at least two business days prior to the effectiveness of the registration with the Securities and Exchange Commission of: (A) Any requests by the issuer or applicant to any other state or regulatory authority for permission to withdraw any application to register the securities described in the application; and (B) All states in which applications have been filed where the issuer or applicant has received notice from the state authority that the application does not comply with state requirements and the applicant or issuer cannot or does not intend to comply with such requirements. (f) Furnish promptly all additional information and documents with respect to the issuer or the securities covered by the application as the Director requests. (4) Registration. Registration is effective on the issuance of an order of registration. [ED. NOTE: Forms referenced are available from the agency.]