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Instructions For Application For Qualification Of Issuers Transactions By Notification Form. This is a California form and can be use in Blue Sky Secretary Of State.
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Tags: Instructions For Application For Qualification Of Issuers Transactions By Notification, DBO-260.112, California Secretary Of State, Blue Sky
STATE OF CALIFORNIA DEPARTMENT OF BUSINESS OVERSIGHT INSTRUCTIONS FOR APPLICATION FOR QUALIFICATION OF ISSUER TRANSACTIONS BY NOTIFICATION (SECTION 260.112) DBO260.112 (Rev. 10-17) An application for the qualification of the offer and sale of securities by notification pursuant to Section 25112 of the Code shall, in addition to the facing page required by Section 260.110 of the rules, continue in the following form: Note: Any item which is inapplicable should be listed by number on the form followed simply by the word "inapplicable." ITEM 8. DESCRIPTION OF BUSINESS. Describe the business done and intended to be done by the issuer and its subsidiaries and the general development of such business during the past three years. Indicate any other names under which the issuer or any of its subsidiaries have conducted business during such period. ITEM 9. USE OF PROCEEDS TO ISSUER. State the principal purposes for which the net proceeds to the applicant for the securities to be offered are intended to be used and the approximate amount intended to be used for each such purpose. ITEM 10. PLAN OF DISTRIBUTION. Describe the plan of distribution of securities including the names of any underwriters or agents to be employed by applicant in connection with the sale of securities and the discounts or compensation to be allowed or paid to such persons, or other consideration to be received by such persons or other persons in connection with the sale of securities. If agents (other than licensed broker-dealers) are to be employed by the applicant in connection with the sale of securities in California, the applicant must comply with Sections 260.141.30 and 260.141.31, Title 10, California Code of Regulations, and furnish the following information: a. The name and business address of each person who will represent the applicant as an agent in this state. b. The name and business address of the officer or other official who will supervise such agents on behalf of the applicant. c. A statement that all such agents employed in this state are employees of the applicant. d. A statement of the compensation to be paid to such agents. A statement of the compensation to be paid to such supervisory personnel other than their regular salaries if they are regular employees of the applicant. e. Describe any order, judgment or decree of any governmental agency or administrator, or of any court of competent jurisdiction revoking or suspending for cause any license, permit or other authority of such agent or supervisory person or of any corporation of which he is an officer or director, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he is an officer or director from engaging in or continuing any conduct, practice, or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect of the securities business, or of theft or of any felony. American LegalNet, Inc. www.FormsWorkFlow.com STATE OF CALIFORNIA DEPARTMENT OF BUSINESS OVERSIGHT INSTRUCTIONS FOR APPLICATION FOR QUALIFICATION OF ISSUER TRANSACTIONS BY NOTIFICATION (SECTION 260.112) DBO260.112 (Rev. 10-17) f. A surety bond complying with Section 260.216.15, Title 10, California Code of Regulations. ITEM 11. DIRECTORS AND EXECUTIVE OFFICERS. List the names of all directors and officers of the issuer indicating all positions and offices held by each person named. In addition, describe any order, judgment, or decree of any governmental agency or administrator, or of any court of competent jurisdiction revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he is an officer or director, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he is an officer or director from engaging in or continuing any conduct, practice, or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect of the securities business, or of theft or of any felony. ITEM 12. MATERIAL TRANSACTIONS WITH AFFILIATES. Describe any material transactions or agreements during the 3-year period immediately preceding the filing of the application between (i) the applicant or any of its affiliated companies, and (ii) any of the promoters, directors, officers, principal employees, principal security holders, underwriters or agents, or any company directly or indirectly controlled by any such person or persons. ITEM 13. OUTSTANDING SECURITIES. State in tabular form the title and amount of all outstanding securities and whether any of such securities are publicly traded. ITEM 14. OUTSTANDING OPTIONS TO PURCHASE SECURITIES. State in tabular form the title and amount of securities called for by any options, warrants or rights, including the purchase price of the securities so called for and the expiration dates of such options, together with the market value of the securities so called for as of the latest practicable date. Such statement should include the foregoing information for all options held by each officer or director of the applicant. Except for information with respect to each officer or director, information with respect to option prices and expiration dates may be furnished in ranges. ITEM 15. PRINCIPAL SECURITY HOLDERS. State in tabular form the voting securities of the issuer owned of record or beneficially by each person who owns of record or is known by the applicant to own beneficially more than 10 percent of the outstanding securities of any class of such voting securities. Such statement should reflect the respective amounts and percentages owned either beneficially or of record by each person and such statement should also include information as to the amounts held by, and the terms of, any voting trust or similar agreement with respect to more than 10 percent of the outstanding securities of any class voting securities of the issuer. Page 2 of 5 American LegalNet, Inc. www.FormsWorkFlow.com STATE OF CALIFORNIA DEPARTMENT OF BUSINESS OVERSIGHT INSTRUCTIONS FOR APPLICATION FOR QUALIFICATION OF ISSUER TRANSACTIONS BY NOTIFICATION (SECTION 260.112) DBO260.112 (Rev. 10-17) ITEM 16. REMUNERATION OF DIRECTORS AND OFFICERS, AND PRINCIPAL SECURITY HOLDERS. Furnish in tabular form information as to the direct remuneration paid by the issuer and its subsidiaries during the issuer's last fiscal year for services in all capacities to each director, officer, and principal holder of securities whose aggregate direct remuneration during such year exceeded $60,000, and the aggregate remuneration paid to all officers, directors and principal holders of securities as a group. ITEM 17. ADDITIONAL INFORMATION IN CONNECTION WITH DEBT SECURITIES AND OPTIONS OR STOCK BONUSES. Instructions: (i) Debt securities: (a) A copy of the trust indenture or other instrument pursuant to which the debt securities are to be issued should be attached to the application as an additional exhibit. (b) Include a calculation based upon earnings history during the past three years demonstrating the ability of applicant to meet the proposed dividends, interest and signing fund requirements on all senior securities outstanding and proposed to be outstanding (in cases where such ability to meet the proposed dividends, interest and sinking fund requirements depends upon future earning capacity, applicant should submit calculations of such future earning capacity together with such supporting evidence as may be necessary to demonstrate reasonable certainty in connection with such future earning capacity). (c) Such other information as may be required to comply with the rules of the Commissioner of Corporations relating to debt securities. (ii) Options or stock bonuses: (a) A copy of the plan pursuant to which options or stock bonuses will be granted should be attached to the application as an additi