Request For Waiver Of Procedures Under Regulation 504 Form. This is a Pennsylvania form and can be use in Blue Sky Department Of State.
Tags: Request For Waiver Of Procedures Under Regulation 504, RO, Pennsylvania Department Of State, Blue Sky
PSC/Form RO EFFECTIVE: 7/7/90 TDD Users: AT&T Relay Center: 1-800-654-5984 REVISED: 1/1/00 COM M ONW EALTH OF PENNSYLVANIA PENNSYLVANIA SECURITIES COMM ISSION Eastgate Office Building, 2nd Floor, 1010 N. 7th Street Harrisburg, PA 17102-1410 (717) 787-8061 (1-800-600-0007 in PA) Request for W aiver of Procedures under Regulation 504.060(b) "RESCISSION OFFERS" GENERAL INSTRUCTIONS 1. One completed manually signed Form and all attachments should be filed with the Commission. If mailed, it is advisable to send it by registered or certified mail, postage prepaid, return receipt requested. 2. Typewrite or print all answers in the space provided. If the space is insufficient, attach a schedule to the Form and make reference in the Form to each item included. 3. Do not abbreviate names or use initials. All questions should be answered fully. 4. In answering any question in the Form, the Offeror may incorporate by reference information contained in any document attached thereto or previously on file with the Commission. Any such reference should be to the page and paragraph number or other specified portion of the document where the information is located. 5. The Form filed with the Commission must be manually signed by the Offeror. If the Offeror is a corporation, it should be signed in the name of the corporation by an executive officer duly authorized; if a partnership, it should be signed in the name of the partnership by a general partner; and if an unincorporated association or other organization not a partnership, it should be signed in the name of such organization by a person responsible for the direction or m anagem ent of its affairs. W ith respect to Item 8, the chief executive officer, chief operating officer or chief financial officer must sign on behalf of the corporate general partner, if applicable. 6. No filing fee is required with this Form . 7. Please rem ove this instruction sheet before filing this Form . DISCLOSURE GUIDE 8. Attach a copy of disclosure prepared to satisfy the anti-fraud provisions of Section 401(b) of the Act which will be given to each rescission offeree, including the specific source of payment for the rescission offer. 9. W here the Offeror is the issuer and plans to continue offering its securities for sale in Pennsylvania, detailed disclosure should be given if the proceeds from the sale of additional securities will be used to effect the rescission offer. 10. Attach a copy of the proposed Notice of Rescission Offer which contains only the information set forth in Item 14. You are strongly advised to refrain from distributing the rescission offer m aterials until the completion of the staff review period set forth in Regulation 504.060(b)(1), in the event the W aiver Request is denied. 39 American LegalNet, Inc. www.FormsWorkflow.com FORM RO (General Instructions) 11. The Notice of Rescission Offer and accompanying disclosure materials are to be delivered to the offeree personally or be sent by certified mail, return receipt requested, to each offeree's last known address. ADVISORY 12. EACH PERSON COM PLETING THIS FORM OR PROVIDING INFORM ATION TO BE INCLUDED IN THIS FORM SHOULD BE FAMILIAR W ITH THE PENALTIES CONTAINED IN THE ACT, AND ALL REGULATIONS ADOPTED THEREUNDER FOR M AKING FALSE OR INCOM PLETE STATEMENTS IN CONNECTION W ITH THE SALE OF A SECURITY OR IN ANY FILING W ITH THE COMM ISSION. 13. A RESCISSION OFFER PERFORM ED IN ACCORDANCE W ITH THE TERM S OF SECTION 504 M AY IM PACT UPON THE CIVIL LIABILITY OF THE OFFEROR UNDER SECTIONS 501-503 OF THE ACT BUT IT DOES NOT NECESSARILY PRECLUDE POSSIBLE ADM INISTRATIVE ACTION BY THE COM M ISSION. SECURITIES SUBJECT TO A RESCISSION OFFER FOR A VIOLATION OF SECTION 201 OF THE ACT REM AIN UNREGISTERED. NOTICE OF RESCISSION OFFER 14. W here a rescission offer is made by the seller of the securities to the purchaser, the letter advising of the rescission offer must contain only the information set forth below. W here a rescission offer is being made by the purchaser to the seller, the letter advising of the rescission offer m ust contain only the inform ation set forth below except that appropriate modifications should be made in paragraphs 1 and 2 to conform to the provisions of Section 504(e) of the Act. In (insert time period), (insert full description and amount of securities) were offered and sold to residents of the Commonwealth of Pennsylvania. It appears as if the provisions of Section (insert 201, 301 or 401-406) of the Pennsylvania Securities Act of 1972 (1972 Act) relating to ( insert "registration of securities" for a § 201 violation; "registration of persons selling securities" for a § 301 violation; and "compliance with anti-fraud provisions" for a § 401-406 violation) may not have been complied with in connection with the offer or sale of these securities. Accordingly, (insert name of person making this rescission offer) is offering to repurchase these securities from you for your purchase price for cash plus 6% interest from the date of purchase less any dividends, interest payments or cash distributions paid to date. The enclosed disclosure materials should be reviewed carefully before deciding whether to accept or reject the offer to repurchase your securities. This offer remains open for 30 days from the date you receive this Notice. During such time you may either accept or refuse the offer. If you no longer own the securities which are the subject of this offer to repurchase, (insert Offeror's name) offers to pay you, upon acceptance of the offer, an amount in cash equal to the damages, if any, computed in accordance with Section 501(a) of the 1972 Act as more fully described in the accompanying disclosure materials. If you affirmatively REJECT the offer or fail to affirmatively ACCEPT the offer within 30 days in the manner described in the accompanying disclosure materials, any rights you may have with respect to any failure to comply with Section (insert 201, 301 or 401) of the 1972 Act will be terminated. 40 American LegalNet, Inc. www.FormsWorkflow.com PSC/FORM RO EFFECTIVE: 7/7/90 REVISED: 1/1/00 COM M ONW EALTH OF PENNSYLVANIA PENNSYLVANIA SECURITIES COMM ISSION Request for W aiver of Procedures under Regulation 504.060(b) "RESCISSION OFFERS" 1. Exact Name of Offeror:____________________________________________________________________ 2. Address of Principal Office of Offeror:______________________________________________________ Number and Street _________________________________________________________________________________________ City State Zip Code Telephone No. 3. Name and address of person to whom correspondence on this filing should be sent: _________________________________________________________________________________________ Name Title Number and Street _________________________________________________________________________________________ City State Zip Code Telephone No. 4. (A) Legal Form of Offeror (Corporation, Partnership, Individual, etc.):_________________________ (B) If Offeror not an individual, designate state of incorporation or formation:__________________ (C) State the names and addresses of the general partner, promoter, and chief executive officer, chief operating officer and chief financial officer of the Offeror. Complete (D) through (F) only if Offeror is the Issuer. (D) (E) 6. Has the Issuer made a rescission offer in Pennsylvania within the last 5 years? (F) 5. If anyone in (C) has held a similar position with another person (not the Issuer) which made a rescission offer in Pennsylvania within the past 5 years, state the name of the person and date of the rescission offer. If none, so state. Does the Issuer plan to continue offering securities for sale in Pennsylvania which are the subject of the rescission offer? If yes, upon which section of the Act will the Issuer rely? YES NO   NO  Has the general partner, promoter, chief executive officer, chief operating officer,chief financial officer or owner of 20% or more of any class of securities of the Issuer been convicted of any crime or made the subject of any sanction or otherwise found to have met any of the criteria described in Section 305(a)(ii)-(ix) of the Act? If yes, describe fully. YES NO   (A) Describe the type and price per unit of securities subject to the rescission offer. (B) 7. YES  For each sale of securities covered by this rescission offer, provide in columnar form the name and address of each Pennsylvania purchaser, the date of sale, and the dollar amount of securities purchased. (A) Provide the name and address of the person who effected the transactions which are now the subject of the rescission offer. 41 American LegalNet, Inc. www.FormsWorkflow.com (B) W ere sales comm issions or other remuneration paid directly or indirectly on the securities transactions? If yes, explain. If the response to (B) is yes, complete (C) and (D) as applicable: YES  NO  (C) W ere the transactions subject to the rescission offer effected through a Broker-Dealer? YES If yes, complete (i) and (ii) below.  NO  (i) (ii) (D) Is the Broker-Dealer registered in Pennsylvania? If yes, state name, address and CRD Number. YES  NO  If the Broker-Dealer is not registered in Pennsylvania, describe how the Broker-Dealer has complied with Section 301 of the Act. W ere the securities subject to the rescission offer sold directly by a person registered in Pennsylvania as an Agent or a Principal of a Broker-Dealer ? YES NO If yes, provide the following inform ation:   ____________________________________________________________________________________ Agent's Name Agent's CRD Number Broker-Dealer ___________________________________________________________________________________ Number and Street of Broker-Dealer Office Involved in the Sale ____________________________________________________________________________________ City State Zip Code Telephone No. 8. Each Offeror executing this W aiver Request hereby represents that: (A) The Offeror, by his signature below, and, if the Offeror is the Issuer, the general partner, prom oter, chief executive officer, chief operating officer and chief financial officer of the Issuer, by their signatures below, is aware of the need to comply with the provisions of the Act in the future, particularly if such person serves in the same or similar position with another person (not the Offeror). The signature of a person identified in this paragraph is not required if that person was not affiliated with the Offeror when the sales of securities which are the subject of this rescission offer occurred. SIGNATURE ______________________ TYPED NAM E TITLE DATE __________________________ __________________ ______ ______________________ __________________________ __________________ ______ ______________________ __________________________ __________________ ______ (B) The Offeror is familiar with the provisions of section 504 of the Act and regulations adopted thereunder. (C) The statements made herein, including attachm ents hereto, are not incomplete in any material respect or false or m isleading with respect to a material fact. (D) The Offeror will advise Com mission staff of the results of the rescission offer within 15 calendar days after the expiration of the rescission offer period. 42 American LegalNet, Inc. www.FormsWorkflow.com IN W ITNESS W HEREOF, this W aiver Request has been duly executed on__________________________. (Insert Date) _____________________________________ (NAM E OF OFFEROR) By: _____________________________________ _____________________________________ (Title) 43 American LegalNet, Inc. www.FormsWorkflow.com