Application To Register Securities By Notification Form. This is a Michigan form and can be use in Blue Sky Secretary Of State.
Tags: Application To Register Securities By Notification, FIS-0564, Michigan Secretary Of State, Blue Sky
FIS 0564 (5/04) Office of Financial and Insurance Services APPLICATION TO REGISTER SECURITIES BY NOTIFICATION 1. Issuer Information Name Address (number, street, city, state, zip code) State Date Organized State Organization: Form Date Organized General character of business Location of business 2. For each significant subsidiary of the Issuer state Name Address (number, street, city, state, zip code) Organization: Form General character of business Location of business 3. Applicant Information Name (Issuer / Offeror / Registered Broker-Dealer) Address (number, street, city, state, zip code) 4. If any part of the offering is a non-issuer distribution, state the following information as to each person on whose behalf this offering is made: Name Address (number, street, city, state, zip code) Amount of Issuer's securities held by at this date: Amount of above owner's securities being offered: Reason for making this offering: (Submit the above information by separate exhibit if more than one person is involved) ALL QUESTIONS MUST BE ANSWERED. RIDERS MAY BE ATTACHED. This form is issued under Act 265, PA 1964, as amended. You must complete and submit this form if you wish to make an application for registration under Section 302 of the Act. American LegalNet, Inc. www.FormsWorkflow.com 5. Describe fully the security being registered (give in detail its rights, preferences, and restrictions) State the dollar amount and number of units of such securities in the total offering: The amount and units to be offered in Michigan: Name the states in which a registration statement or similar document in connection with this offering has been or is to be filed: Has any order, judgment, or decree been entered in connection with this offering by the regulatory authorities in any state or by any court or by the S.E.C.? YES If yes, give details: NO State the proposed offering price per unit or the method by which it is to be computed: Will this price vary as to any person or class of persons (other than underwriters)? YES NO Is the offering, or any part thereof, to be made otherwise than for cash? YES If yes, give details: If yes, give details: NO State the estimated aggregate underwriting and selling discounts and commissions, and finders' fees (show separately if payable by cash, securities, contracts, or other means) American LegalNet, Inc. www.FormsWorkflow.com If the selling discounts and commissions are variable, state the basis of determining them and their maximum and minimum amount State the estimated amounts of other selling expense, including legal, engineering and accounting charges State the name and address of every underwriter and every recipient of a finder's fee If the securities are not to be offered through an underwriter, describe the plan of distribution 6. Describe fully any stock options or other security options outstanding (giving exercise price, amount of securities involved, terms, and by whom held) Furnish the same information as to any options to be created in connection with this offering Note: In answering question 6, submit the requested information separately as to (1) each director or officer of the issuer or person occupying a similar status or performing similar functions, (2) any person owning of record, or beneficially if known, 10% or more of the outstanding shares of any class of equity security of the issuer, (3) every promoter of the issuer if the issuer was organized within the past 3 years, (4) if this is a non-issuer distribution, any person on whose behalf this offering is to be made, (5) every person named in your answer to question 5(h), and (6) every person who holds or will hold 10% or more in the aggregate of such options. American LegalNet, Inc. www.FormsWorkflow.com 7. Give the dates of, parties to, and a concise statement of the general effect of, every management or other material contract made or to be made otherwise than in the ordinary course of business if it is to be performed in whole or in part at or after the filing of this registration statement, or was made within the past 2 years 8. Describe any pending litigation or proceeding to which the issuer is a party and which materially affects its business or assets, including any such litigation or proceeding known to be contemplated by governmental authorities. 9. Submitted herewith as a part of this application are the following documents: Exhibit No. Statement demonstrating eligibility for registration by notification (Form C&S 8431) Exhibit No. Copy of Underwriting or selling group agreement (or proposed form if terms have not yet been determined) Exhibit No. Copy of each management or other material contract mentioned in answer to Question 7 Exhibit No. Copy of any prospectus, pamphlet, circular, form letter, advertisement or other sales literature intended to be used in connection with this offering Exhibit No. Consent to Service of Process (1) by applicant and also (2) by issuer if applicant is a brokerdealer offering securities for the issuer on an agency basis (form U-2) Exhibit No. Financial Statement (to be submitted if registration is under Section 302(a)(2) and the conditions of Section 302(a)(1) are not met): (a) Balance Sheet of issuer as of a date within 4 months prior to the filing of this registration statement (b) Summary of earnings pursuant to certified audit for each of the 2 fiscal years preceding the date of the Balance Sheet, and, summary of earnings for any period between the close of the last fiscal year and the date of the balance sheet, or for the period of the issuer's and any predecessor's existence if less than 2 years. American LegalNet, Inc. www.FormsWorkflow.com Fee $ (Fee is $1.00 per 1,000 aggregate sales price, minimum $100, maximum $1,250. Make checks payable to the State of Michigan.) Date (Signed) (name of applicant) By (officer, partner, or proprietor) (title) State of County of The undersigned, , being first duly sworn, deposes and says that he has executed the foregoing application for and on behalf of the applicant named therein; that he is the of such applicant and is fully authorized to execute and file such application; that he is familiar with such application including the exhibits thereto; and that to the best of his knowledge, information and belief the statements made in such application including the exhibits thereto are true and the copies of documents submitted therewith are true copies of the originals thereof. (Signed) (Name) Subscribed and sworn to before me this day of , . Notary Public County of State of My Commission expires American LegalNet, Inc. www.FormsWorkflow.com