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Information Concerning Projected Market Prices And Related Market Information Form. This is a Texas form and can be use in Blue Sky Secretary Of State.
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Tags: Information Concerning Projected Market Prices And Related Market Information, 133.30, Texas Secretary Of State, Blue Sky
Form
133.30
Texas State Securities Board
P.O. Box 13167
Austin, Texas 78711-3167
Information Concerning Projected Market Prices and Related Market Information
(§109.7 and Section 5.O(3), Texas Securities Act)
(Supplement to Form 133.5 or Form 133.6)
Section 5.O(3) provides that securities should be offered for sale at prices reasonably related to
the current market price of such security at the time of sale. The Texas Securities Board has
interpreted the language “at prices reasonably related to the current market price of such security
at the time of sale” to mean that the market price of such security in the existing secondary market
must have a basis supported by a substantial volume of bona fide sales transactions within or
without this state. Additionally, the Board policy provides that in the absence of a going market
or where there have been only casual transactions, it shall be incumbent on the person filing the
Section 5.O Exemption Notice to prove to the Commissioner that the security will have a market
price that has been fairly determined and justified at inception with reasonable assurance of
continuity of the market into the future.
This procedure would include consideration by the Commissioner of criteria established in the
items set out below. If additional space is needed to complete any item, please submit attached
sheets, identifying each item by number.
(Note: If the requested information is contained in a 10-K or 10-Q report submitted to our Agency,
answers may be made by appropriate references.)
1.
Describe the nature and extent of the business operations of the issuer and its predecessor, if
any, and the period of time during which the issuer and its predecessor, if any, has been
continuously engaged in business.
2.
The net asset value of the stock per share.
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133.30
3.
If there is a record of earnings for the issuer, the value per share of the stock based upon a
reasonable times-earnings factor (setting out the factor used) related to the industry
represented by the issuer.
4.
Any other basis for full justification of the value per share of the stock.
5.
Attach a written undertaking by the issuer to furnish to its shareholders and dealers deemed
by the issuer to be likely to trade the securities of the issuer a current balance sheet, a
comparative 3-year income statement and analysis of shareholder's equity (or for the period
of the existence of the issuer, if such period of existence is less than 3 years), and annual
financial statements thereafter.
6.
Attach a written undertaking by a registered Texas securities dealer who is financially able,
setting out:
(a) The dealer’s willingness to make a market in the issue of securities;
(b) The price at which the dealer will begin the market; and
(c) The procedures which the dealer intends to follow for the purpose of assuring an orderly
market.
7.
Supplementary data to assist in determining the character of the share distribution and the
number of publicly held shares;
(a) Identification of 10 largest holders of record, including beneficial owners (if known) of
holdings of record by nominees;
Name of Holder
________________________
________________________
________________________
________________________
________________________
# Shares
_________
_________
_________
_________
_________
Name of Holder
_______________________
_______________________
_______________________
_______________________
_______________________
# Shares
_________
_________
_________
_________
_________
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(b) List of holdings of 1,000 shares or more in the names of registered dealers and
unregistered out-of-state dealers;
Name of Dealer
________________________
________________________
________________________
________________________
________________________
# Shares
_________
_________
_________
_________
_________
Name of Dealer
_______________________
_______________________
_______________________
_______________________
_______________________
# Shares
_________
_________
_________
_________
_________
(c) Number of transfers and shares transferred of record during the last 2 years (or period
of existence of the issuer, if shorter).
(d) Summary, by principal groups, of stock, owned or controlled by:
(1) Officers or directors and their immediate families.
(2) Other concentrated holdings of 10% or more.
(e) Estimates of number of non-officer employees owning stock and the total shares held.
(f) Company shares held in profit-sharing, savings, pension, or other similar funds or trusts
established for the benefit of officers or employees.
(g) Number of round-lot and number of odd-lot holders of record and aggregate numbers of
shares so held.
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133.30
STATE OF
COUNTY OF
Before me, the undersigned authority, on this day personally appeared
(applicant), and having been duly sworn on oath deposes and says that the securities proposed to
be sold under this exemption are not a part of an unsold allotment or subscription in the
distribution of such securities by the Issuer; that securities of the same class, of the same issuer,
are outstanding in the hands of the public; that no part of the proceeds of such sale will be paid
directly or indirectly to the Issuer of such securities; that such sale is not directly or indirectly for
the purpose of providing or furthering any scheme to violate or evade any provision of the Texas
Securities Act; and that the Issuer of such securities is a going concern actually engaged in
business and is neither in an organizational stage nor in receivership or bankruptcy.
(Signature of Affiant)
(Capacity)
Subscribed and sworn to before me the _________ day of ____________________, 20 ______.
Notary Public in and for the County of
State of
(NOTARY SEAL)
My commission expires
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