Supplement To Form U-1 Form. This is a Pennsylvania form and can be use in Blue Sky Department Of State.
Tags: Supplement To Form U-1, R, Pennsylvania Department Of State, Blue Sky
FORM R SUPPLEMENT TO FORM U-1 Page | 1 REVISED: 03/01/2016 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF BANKING AND SECURITIES Corporation Finance Office Market Square Plaza | 17 N Second Street, Suite 1300 | Harrisburg, PA 17101 717.787.2665 | F 717.787.5122 | www.dobs.state.pa.us APPLICATION UNDER THE PENNSYLVANIA SECURITIES ACT OF 1972 TO REGISTER SECURITIES UNDER: SECTION 205 REGISTRATION BY COORDINATION OR SECTION 206 REGISTRATION BY QUALIFICATION WHO MUST FILE: Issuers making application to register securities in Pennsylvania under Section 205 or Section 206 of the Pennsylvania Securities Act of 1972 ("Act"). WHEN AND WHERE TO FILE: Form R must be filed at the Department's Harrisburg Office at the above address. For Registration by Coordination, the Form should be filed with the Department at the same time the Issuer makes a filing with the Securities and Exchange Commission ("SEC"). For Registration by Qualification, no offers or sales of securities may be made in Pennsylvania until the registration statement is declared effective by the Department. NOTE: Under Regulation 603.011, a document is not deemed filed with the Department upon receipt unless such is complete and properly executed in all material respects. Furthermore, under Regulation 604.011, a facsimile transmission of any document to the Department does not constitute a filing with the Department. GENERAL INSTRUCTIONS 1. One manually signed copy, and one photocopy of this Form, each with all attachments, shall be filed with the Department. 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. Answer each item completely. An answer of "not applicable" is inappropriate. If the space is insufficient, attach a schedule to the Form and make reference to each item included in the schedule. 3. This Form must be manually signed by the issuer. If the issuer 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 the general or managing partner; if a American LegalNet, Inc. www.FormsWorkFlow.com FORM R SUPPLEMENT TO FORM U-1 Page | 2 REVISED: 03/01/2016 limited liability company, it should be signed by the manager; and if an unincorporated association or other organization not a partnership, this Form should be signed in the name of such organization by a person responsible for the direction or management of its affairs. 4. In the event that, at any time from the date of the filing of the Form with the Department until the conclusion of the offering, any material statement made in the Form or in any attachment thereto becomes incorrect or inaccurate in any material aspect, the issuer shall file an amendment with the Department in accordance with Regulation 609.011 (relating to amendments to filings with the Department) within 5 business days of the occurrence of the event which required the filing of such amendment. 5. An issuer may incorporate by reference information contained in any document attached hereto or previously filed with the Department. Any such reference should be to the page and paragraph number or other specified portion of the document where the information is located. 6. The appropriate filing fee required in Section 602(b.1)(ii) or (iii) must accompany the filing of this Form. Check are to be payable to the "Commonwealth of Pennsylvania." FILING FEE FOR SECTION 205: Under Section 602(b.1)(ii) of the Act, the filing fee for a registration by coordination is based upon the maximum aggregate offering price at which such securities are to be offered in Pennsylvania during the effective period of the registration statement: (A) (B) Less than $10,000,000 $10,000,000 or more $750 $1,000 FILING FEE FOR SECTION 206: Under Section 602(b.1)(iii), the filing fee for a registration by qualification is $500 plus 1/20 of 1% of the maximum aggregate offering price at which securities are to be offered in Pennsylvania, during the effective period of the registration up to a maximum filing fee of $3,000. 7. Your attention is directed to the Department's Prospectus Guidelines for preparation of a prospectus; all items contained therein should be covered to the extent applicable. To access the Guidelines, go to the Department's website at www.dobs.state.pa.us under Securities/Corporation Finance/ Forms & Applications/Prospectus Guidelines. American LegalNet, Inc. www.FormsWorkFlow.com FORM R SUPPLEMENT TO FORM U-1 Page | 3 REVISED: 03/01/2016 8. Submit herewith as part of this Form the following documents in addition to documents requested in Number 8 of Form U-1 (documents on file may be incorporated by reference). (a) Five copies of a prospectus prepared in accordance with the applicable prospectus guidelines. This includes the copy required by Form U-1. (b) An opinion of counsel as to whether the securities which are the subject of this offering will be, when sold and paid for in accordance with this offering, validly issued and outstanding, fully-paid and non-assessable and, if debt securities, will constitute a binding obligation. (c) Copies of any voting trust agreement among or affecting the management of Issuer or otherwise described in the prospectus, to the extent known by and available to Issuer. (d) Copies of every material contract, whether or not made in the ordinary course of business, if: (i) It is specifically referred to in the prospectus. (ii) The issuer's business is substantially dependent thereon (such as a license or requirements contract). (iii) It involves acquisition or sale of assets for consideration exceeding 15% of all fixed assets of Issuer and its subsidiaries. (iv) It is a lease for a significant part of the property owned and/or occupied by Issuer. (v) It is with the underwriter. (e) The consent of each person named in the prospectus as an expert, or on whose opinion or certification any information was included therein, to the use of such person's name and opinion or certification. (f) For an offering made pursuant to Section 504(d) of the Act and Regulation 504.060 promulgated thereunder, provide in columnar form the name and address American LegalNet, Inc. www.FormsWorkFlow.com FORM R SUPPLEMENT TO FORM U-1 Page | 4 REVISED: 03/01/2016 of each Pennsylvania purchaser, the date of sale, and the dollar amount of securities purchased. 9. Your