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Registration Statement For Registration Of Security By Qualification Form. This is a Puerto Rico form and can be use in Blue Sky Commissioner Of Financial Institutions.
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Tags: Registration Statement For Registration Of Security By Qualification, S3, Puerto Rico Commissioner Of Financial Institutions, Blue Sky
Form S-3
11/06
Commonwealth of Puerto Rico
COMMISSIONER OF FINANCIAL INSTITUTIONS
Securities Office
Fernandez Juncos Station
PO Box 11855
San Juan, PR 00910-3855
Tel. (787) 723-3131 Fax (787) 724-2604
REGISTRATION STATEMENT
FOR REGISTRATION OF SECURITIES BY QUALIFICATION
INSTRUCTIONS
This form may be filed by the issuer, any other person on whose behalf the offering is to be made,
or a registered broker-dealer.
1.
(a)
Name and address of applicant ________________________________________
________________________________________________________________________
(b)
Name, address and telephone number of person with whom the Securities Office is
requested to communicate regarding the filing ____________________________
________________________________________________________________________
2.
State whether applicant is the issuer, or a broker-dealer registered in Puerto Rico or other person
on whose behalf the securities will be offered:
________________________________________________________________________
________________________________________________________________________
3.
(a)
Name and address of issuer:___________________________________________
________________________________________________________________________
(b)
Name and address of any significant subsidiary:___________________________
________________________________________________________________________
4.
Name and address of any person on whose behalf any part of the offering is to be made in a nonissuer distribution: _________________________________________________________
________________________________________________________________________
5.
Description of the securities being registered: ________________________________________
________________________________________________________________________
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Form S-3
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6.
Total amount of securities to be offered: _______________________________________
7.
Maximum offering price per security: _________________________________________
8.
Number of securities to be offered in Puerto Rico: ________________________________
9.
Maximum aggregate offering price of securities to be offered in Puerto Rico:
_________________________________________________________________________
10.
Filing fee (1/5 of 1% of maximum aggregate offering price of securities to be offered in Puerto
Rico but in any case not less than $1,000.00 or more than $2,500.00:
________________________________________________________________________
11.
Other states in which a registration statement or similar document in connection with this offering
has been or is to be filed:
________________________________________________________________________
12.
Has any adverse order, judgement, or decree been entered in connection with this offering by the
regulatory authorities in any state, or by any court, or the Securities and Exchange Commission?
______. If so, give complete details.__________________________________________
________________________________________________________________________
________________________________________________________________________
13.
If this offering is made by or on behalf of an issuer, state whether the issuer contemplates offering
any additional equity securities within the period of this offering or within 13 months from the
effective date of the registration statement. _____________________________ If so, give
complete details concerning the proposed offering.
________________________________________________________________________
________________________________________________________________________
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Form S-3
Page 3
The registrant is to file herewith as a part hereof the following exhibits:
(1) Three (3) copies of a prospectus containing the information required by Article 34 of the
Regulation under the Uniform Securities Act of Puerto Rico accompanied by a separate
cross-reference sheet setting forth the pages of such prospectus upon which the information
required by each item of said Article is supplied.
(2) A copy of any underwriting or selling group agreement pursuant to which the distribution is
to be made, or the proposed form of any such agreement, the term of which have not yet been
determined.
(3) Copy of every management or other material contact 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 the registration statement, or was made within the past two years.
(4) A copy of any prospectus (other than the prospectus furnished pursuant to paragraph (1)),
pamphlet, circular, form letter, advertisement or other sales literature intended as of the
effective date to be used in connection with the offering.
(5) A specimen or copy of the security being registered.
(6) A copy of the issuer’s articles of incorporation and by-laws, or their substantial equivalents,
as currently in effect.
(7) A copy of any indenture or other instrument covering the security to be registered.
(8) A signed or conformed copy of an opinion of counsel as to the legality of the security being
registered, which shall state whether the security when sold will be legally issued, fully paid,
and non-assessable, and if a debt security, a binding obligation of the issuer.
(9) The written consent of any accountant, engineer, appraiser, or other person whose profession
gives authority to a statement made by him, if any such person is named as having prepared
or certified a report or valuation (other than a public or official document or statement) which
is used in connection with the registration statement.
(10) Appointment and Consent to Service of Process as required by Section 414 (g) of the
Uniform Securities Act, on Form R-6.
(11) Resolution of issuer’s Board of Directors on Form R-5.
(12) If the offering is to be made on behalf of the issuer of the securities being registered and the
issuer has not been organized and in operation for at least two years prior to the date of filing,
the issuer shall file a Form R-4 report completed and signed by each of its promoters, director
offices and/or partners.
________________________________
Registrant
Attest:
____________________________________
(Name and Title)
_______________________________
(Name and Title)
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