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Application For Registration Of Securities By Qualification Form. This is a Alabama form and can be use in Blue Sky Secretary Of State.
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Tags: Application For Registration Of Securities By Qualification, RQ, Alabama Secretary Of State, Blue Sky
FORM RQ
STATE OF ALABAMA
OFFICE OF THE SECURITIES COMMISSION
MONTGOMERY, ALABAMA
APPLICATION FOR REGISTRATION OF SECURITIES BY QUALIFICATION
(Application may be made by the issuer or by a registered dealer)
NOTE:
The general information required under Items 1 to 10 inclusive of this
application form must be supplied, when applicable, by every applicant and concerning
every issue sought to be registered, including applications accompanied by a Securities
and Exchange Commission registration statement.
PART 1. General Information:
Item 1. Name and address of issuer and principal office in this state:
Item 2. Registration is sought in this State for the following described securities
in the amounts indicated:
Description of Securities
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Proposed Maximum Offering
Price Per Share or Unit
Number of Shares
of Units
Total Amount of
Value of Offering
Item 3. Name and address of applicant:
Item 4.
Name, address and telephone number of correspondent to whom notices and
communications regarding this application may be sent:
Item 5. Officials of Issuer
Give the names, official capacities, and residence address of officers, directors, trustees,
partners, controlling persons or other officials, of the issuer as of the date of filing this
application. (This information is required to be stated below by all applicants.)
Name
Position
Residence Address
Item 6. Issuer organized under the laws of:
Date
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Item 7. Fees:
(a) Amount of fees submitted with this application $_______________.
NOTE: Basic filing fee is $40 plus a registration fee of .1% of the aggregate offering
in Alabama.
Item 8. Federal Registration:
(a) Has an application for registration of this offering been filed with the Securities and
Exchange Commission?
Yes _________ No __________. If yes, answer (b) and (c) below.
(b) Check one of the following:
Full Registration under the Securities Act of 1933 _________; Exempt from registration
under the Securities Act of 1933 pursuant to Regulation A _____ or Regulation B _____
Other _______.
(c) What is the contemplated effective or commencement date of the offering?
Item 9. Has application for registration been made in any other States or jurisdictions?
Yes ________ No _________. If yes, answer (a) and (b) below.
(a) List states in which application has been made for registration of this issue. ________
(b) List all states which have approved any such application.
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Item 10. List the maximum amount of commissions and all other expenses, directly or
indirectly, for or in connection with the proposed distribution of the issuer’s securities:
(a) Underwriting Discounts and Commissions
$
(b) Printing and Engraving
(c) Legal Fees and Expenses
(d) Accounting Fees and Expenses
(e) Finders Fees
(f) Value of Warrants and Options to Underwriters
(g) Securities and Exchange Commission Filing Fee
(h) State Filing and Registration Fees and Expenses
(i)
Miscellaneous: (describe) __________________
Total
PART II
Applicant shall
numbered:
furnish
the
following
exhibits,
where
applicable,
properly
Exhibit 1.
Submit 6 copies of the prospectus or offering circular, 6 copies of all amended
prospectuses with 1 copy red-lined to indicate changes and 6 copies of the final
prospectus, 1 copy of any Registration Statement, letter or notification or any
similar filing made with the Securities and Exchange Commission if applicable.
Submit Commission Exhibit Form 1 for an offering where a Registration Statement
or Regulation A Notification has not been filed with the Securities and Exchange
Commission.
Exhibit 2.
Occupational affidavits of officers, directors, partners, trustees and controlling
persons on Commission Form 1-A.
Exhibit 3.
Issuers Bond pursuant to Section 34 (c).
Exhibit 4.
Copy of Articles of Incorporation including amendments thereof, certified by a
corporate officer, if issuer is a corporation; or of articles of association, or of
partnership or of the instrument under which a trust is created or declared, if issuer
is a trust.
Exhibit 5.
By-Laws of Issuer certified by a corporate officer, including all amendments.
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Exhibit 6.
Copies of Contracts, Indentures, Escrow Agreements, or other Instruments affecting
any securities to be offered or of a Material Nature to the Issuer.
Exhibit 7.
Specimen Copy or Copies of the Security or Securities to be offered.
Exhibit 8.
Financial Statements in compliance with Rule 30-6 certified by independent
certified public accountants.
Exhibit 9.
Name of Registered Alabama Dealer who intends to sell the issue and copies of all
Underwriting Agreements and Other Agreements between Dealers and Distributors.
Exhibit 10.
Issuer’s Consent to Service of Process and Resolution upon Commission forms
provided therefore or Form U-2 and U-2a.
Exhibit 11.
Opinions of issuer’s Counsel, as to
(a) Validity of this issue of securities.
(b) Title to real estate or oil or mining rights or titles in which issuer proposes to sell
interests.
(c) Sufficiency of lease, or leases, when material to the issue.
(d) Validity of patent claim or claims, when material to the issue.
(e) Basis of, and probable extent of, any liability in the form of any judgment, claim
or lien, existing or that may be created by suit or suits now pending against the
issuer.
Exhibit 12.
Copy of any advertising or promotional material to be used in connection with the
distribution of the securities.
Exhibit 13.
Written Consents of Experts.
Exhibit 14.
Exhibit 15.
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The applicant hereby applies for registration of the above-described securities under Title 53,
Code of Alabama, and in consideration thereof agrees that it will:
(a)
Advise the Commission of any change in any of the information contained herein or
in any supporting documents submitted with or as a part of this application prior to
registration.
(b)
Advise the Commission of any material adverse change in the financial condition or
business operations of the issuer during the period of distribution of the securities
sought to be registered herein.
(c)
File quarterly reports required by Section 34 (g) on Commission Form H.
(d)
Amend the prospectus or offering circular pursuant to Rule 30-4.
(e)
Submit every advertisement or sales literature to be used in connection with the sale
of securities for authorization pursuant to Rule 65-6.
(f)
File with the Commission within two (2) business days after filing with the
Securities and Exchange Commission (i) all amendments to the federal registration
statement, letter of notification pursuant to Regulation A, Schedule D pursuant to
Regulation B, designating the revised or added material or information by
underlining the same; and (ii) the final prospectus, offering circular or Schedule D,
or any further amendments or supplements thereto.
(g)
Notify the Commission within two (2) business d (i) upon the receipt of any stop
ays
order, denial, order to show cause, suspension or revocation order, 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 this application or
other securities of the issuer or applicant to any other state or regulatory authority,
(ii) for permission to withdraw any application to register the securities covered by
this application, and (iii) upon receipt of any notice of effectiveness of the
registration by the Securities and Exchange Commission.
(h)
Furnish promptly all additional information and documents requested by the
Commission which are necessary to ascertain whether the securities shall be
registered under Title 53, Code of Alabama.
Signed (and officially sealed) this _________ day of _______________, 20______
Name of Applicant
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(Seal)
By
Signature, and official capacity of person
Signing for applicant
STATE OF ________________________
SS.
COUNTY OF ______________________
__________________________________________ being duly sworn, deposes and says that he
signed the foregoing application as _________________________________________________
State Official Capacity
Of the above named applicant, having full authority to sign such application and has examined
the exhibits required to be submitted with such application, which exhibits by reference and
identification are made a part of such application, and that the information contained therein is
true; that he has carefully examined all statements and answers in the within application and
exhibits submitted therewith and made a part there thereof, and that each of the statements,
answers and representations made are true, and that no material fact in answer to the several
questions has been omitted.
Signature
Subscribed and sworn before me this ________ day of ___________ 20________.
(Notarial Seal)
My commission expires:
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