Text: S03249                            Text: S03251
Text: S03200 - S03299                   Text: S Index
Bills and Amendments: General Index     Bill History: General Index

Senate Amendment 3250

Amendment Text

PAG LIN
  1  1    Amend Senate File 393 as follows:
  1  2    #1.  Page 2, by striking lines 2 through 7 and
  1  3 inserting the following:  "the Securities Act of
  1  4 1933."
  1  5    #2.  Page 4, line 14, by striking the words and
  1  6 figures "subsections 2 and 13" and inserting the
  1  7 following:  "subsection 2".
  1  8    #3.  Page 4, line 20, by striking the word "An" and
  1  9 inserting the following:  "To the extent necessary to
  1 10 compute fees, an".
  1 11    #4.  Page 4, line 23, by striking the words
  1 12 "subsections 2 and 13" and inserting the following:
  1 13 "subsection 2".
  1 14    #5.  Page 6, by inserting after line 4 the
  1 15 following:
  1 16    "Sec. ___.  Section 502.208, subsections 1, 2, 4,
  1 17 5, 8, 9, 11, and 13, Code 1997, are amended to read as
  1 18 follows:
  1 19    1.  A registration statement or a notice filing
  1 20 made pursuant to section 502.206A may be filed by the
  1 21 issuer, any other person on whose behalf the offering
  1 22 is to be made, or a registered broker-dealer.
  1 23    2.  a.  Except as provided in subsection 13 and
  1 24 section 502.207A, subsection 3, paragraph "g", a
  1 25 person who files a registration statement or a notice
  1 26 filing shall pay a filing fee of one-tenth of one
  1 27 percent of the proposed aggregate sales price of the
  1 28 securities to be offered to persons in this state
  1 29 pursuant to the registration statement or notice
  1 30 filing.  However, except as provided in paragraph "c"
  1 31 of this subsection, subsection 13, and section
  1 32 502.207A, subsection 3, paragraph "g", the annual
  1 33 filing fee shall not be less than fifty dollars or
  1 34 more than one thousand dollars.
  1 35    b.  The administrator shall retain the filing fee
  1 36 even if the notice filing is withdrawn or the
  1 37 registration is withdrawn, denied, suspended, revoked,
  1 38 or abandoned.
  1 39    c.  A person who is a face-amount certificate
  1 40 company, open-end management investment company, or a
  1 41 unit investment trust, as defined in the Investment
  1 42 Company Act of 1940, the issuer of a federal covered
  1 43 security under section 18(b)(2) of the Securities Act
  1 44 of 1933 shall initially register make a notice filing
  1 45 and annually renew a registration statement notice
  1 46 filing in this state for an indefinite amount or a
  1 47 fixed amount.  The fixed amount must be for two
  1 48 hundred fifty thousand dollars.  A registrant notice
  1 49 filer shall pay a filing fee when the statement notice
  1 50 is filed.  If the registration statement amount
  2  1 covered by the notice is indefinite, the registrant
  2  2 notice filer shall pay a filing fee of one thousand
  2  3 dollars.  If the registration statement amount covered
  2  4 by the notice is fixed, the registrant notice filer
  2  5 shall pay a filing fee of two hundred fifty dollars,
  2  6 and the following shall apply:
  2  7    (1)  The registrant notice filer shall file a sales
  2  8 report with the administrator or pay an additional
  2  9 filing fee of one thousand two hundred fifty dollars
  2 10 within ninety days after the registration statement's
  2 11 notice filing's annual renewal date.  If the
  2 12 registrant notice filer files a sales report with the
  2 13 administrator, the registrant notice filer shall pay
  2 14 an additional filing fee of one-tenth of one percent
  2 15 of the amount of securities sold in excess of two
  2 16 hundred fifty thousand dollars.  The additional filing
  2 17 fee must be paid within ninety days after the
  2 18 registration statement's notice filing's annual
  2 19 renewal date.
  2 20    (2)  The administrator shall order the registration
  2 21 of notice filing covering the additional securities
  2 22 shall be effective retroactively as of the effective
  2 23 date of the registration statement notice filing that
  2 24 is being amended.
  2 25    4.  Any document filed under this chapter or a
  2 26 predecessor act within five years preceding the filing
  2 27 of a registration statement or notice filing may be
  2 28 incorporated by reference in the registration
  2 29 statement or notice filing to the extent that the
  2 30 document is currently accurate.
  2 31    5.  The administrator may by rule or otherwise
  2 32 permit the omission of any item of information or
  2 33 document from any registration statement or notice
  2 34 filing.
  2 35    8.  The administrator may by rule require that
  2 36 registered securities of designated classes shall be
  2 37 issued under a trust indenture containing such
  2 38 provisions as the administrator determines.
  2 39    9.  a.  A registration statement or notice filing
  2 40 shall remain effective for one year from its effective
  2 41 date unless it is renewed, extended, or amended by
  2 42 rule or order of the administrator.  An initial notice
  2 43 filing or a renewal or amendment of a notice filing
  2 44 becomes effective on the date received by the
  2 45 administrator, or, if requested by the issuer, on the
  2 46 date that the initial notice filing, renewal, or
  2 47 amendment is effective with the securities and
  2 48 exchange commission.  All outstanding securities of
  2 49 the same class as a registered security or a security
  2 50 for which a notice filing has been made are considered
  3  1 to be registered or covered by a notice filing for the
  3  2 purpose of any transaction by or on behalf of a person
  3  3 who is not the issuer, and who is not in control of
  3  4 the issuer or controlled by the issuer or under common
  3  5 control with the issuer, so long as the registration
  3  6 statement or notice filing is effective, unless
  3  7 otherwise prescribed by order.  A registration
  3  8 statement may or notice filing shall not be withdrawn
  3  9 after its effective date if any of the securities has
  3 10 been sold in this state, unless permitted by rule or
  3 11 order of the administrator.  A registration statement
  3 12 is not effective during the time a stop order is in
  3 13 effect under section 502.209.  A notice filing is not
  3 14 effective during the time that a stop order issued
  3 15 pursuant to section 502.206A is in effect.  A
  3 16 registration statement which never became effective
  3 17 may be withdrawn without prejudice to the issuer upon
  3 18 request and for good cause as determined at the
  3 19 discretion of the administrator.
  3 20    b.  During the effective period of a registration
  3 21 statement, the administrator may by rule or order
  3 22 require the person who filed the registration
  3 23 statement to file reports, not more often than
  3 24 quarterly, to keep reasonably current the information
  3 25 contained in the registration statement and to
  3 26 disclose the progress of the offering.  If any of the
  3 27 securities registered has been sold in this state, the
  3 28 administrator may by rule or order extend the period
  3 29 for filing the reports for an additional period not
  3 30 exceeding two years from the date the registration
  3 31 became effective or from the date of its last
  3 32 amendment or extension.
  3 33    11.  Except for face-amount certificate companies,
  3 34 open-end management investment companies, and unit
  3 35 investment trusts, as defined by the Investment
  3 36 Company Act of 1940, registration Registration
  3 37 statements may be amended during the registration
  3 38 period to increase the amount of registered securities
  3 39 to be offered for sale to persons in this state.
  3 40    a.  The amendment to the registration statement
  3 41 becomes effective on the date ordered by the
  3 42 administrator.
  3 43    b.  Filing fees shall be calculated as specified by
  3 44 subsection 2, paragraph "a", and subsection 13.
  3 45    13.  a.  With the exception of face-amount
  3 46 certificate companies, open-end management investment
  3 47 companies, and unit investment trusts, a A registrant
  3 48 who sold securities to persons in this state in excess
  3 49 of the amount of securities registered in this state
  3 50 at the time of the sale may file an amendment to its
  4  1 registration statement to register the additional
  4  2 securities.  The following requirements shall apply:
  4  3    (1) a.  If a registrant proposes to sell securities
  4  4 to persons in this state pursuant to a registration
  4  5 statement that is currently effective in this state in
  4  6 an amount that exceeds the amount registered in this
  4  7 state, the registrant must do both of the following:
  4  8    (a) (1)  File an amendment to register the
  4  9 additional securities.
  4 10    (b) (2)  Pay an additional filing fee in the same
  4 11 amount as specified by subsection 2, paragraph "a", as
  4 12 though the amendment constitutes a separate issue.
  4 13    (2) b.  If a registrant sold securities to persons
  4 14 in this state in excess of the amount registered in
  4 15 this state at that time, the registrant must do both
  4 16 of the following:
  4 17    (a) (1)  File an amendment to register the
  4 18 additional securities.
  4 19    (b) (2)  Pay an additional filing fee that is three
  4 20 times the amount specified in subsection 2, paragraph
  4 21 "a", as though the amendment constitutes a separate
  4 22 issue.
  4 23    (3) c.  The administrator may order the amendment
  4 24 effective retroactively as of the effective date of
  4 25 the registration statement that is being amended."
  4 26    #6.  Page 7, by inserting after line 6 the
  4 27 following:
  4 28    "Sec. ___.  Section 502.406, subsection 2,
  4 29 paragraph a, Code 1997, is amended to read as follows:
  4 30    a.  Neither the The fact that a registration
  4 31 statement or a notice filing has been filed under this
  4 32 chapter nor or the fact that such the statement has
  4 33 become effective constitutes does not constitute a
  4 34 finding by the administrator that any document filed
  4 35 under this chapter is true, complete or not
  4 36 misleading.  Neither any Any such fact nor or the fact
  4 37 that an exemption is available for a security or a
  4 38 transaction means does not mean that the administrator
  4 39 has passed in any way upon the merits or
  4 40 qualifications of, or has recommended or given
  4 41 approval to, any person, security or transaction."
  4 42    #7.  Page 7, by striking lines 19 and 20 and
  4 43 inserting the following:  "prospective investors,
  4 44 unless the security is a federal covered security or
  4 45 the transaction relates to a federal covered security
  4 46 or the security or transaction is exempted by section
  4 47 502.202 or".
  4 48    #8.  Page 7, by inserting after line 23 the
  4 49 following:
  4 50    "Sec. ___.  Section 502.607, subsection 1, Code
  5  1 1997, is amended to read as follows:
  5  2    1.  Pursuant to the Iowa administrative procedure
  5  3 Act chapter 17A, the administrator may from time to
  5  4 time make, amend, and rescind such rules, forms, and
  5  5 orders as are necessary to carry out the provisions of
  5  6 this chapter, including rules and forms governing
  5  7 registration statements, notice filings, applications,
  5  8 and reports, and defining any terms, whether or not
  5  9 used in this chapter, insofar as the definitions are
  5 10 not inconsistent with the provisions of this chapter.
  5 11 For the purpose of rules and forms, the administrator
  5 12 may classify securities, persons, and other relevant
  5 13 matters, and prescribe different requirements for
  5 14 different classes.
  5 15    Sec. ___.  Section 502.608, subsections 2 and 3,
  5 16 Code 1997, are amended to read as follows:
  5 17    2.  The administrator shall keep a register of all
  5 18 applications for registration, notice filings, and
  5 19 registration statements which are or have been
  5 20 effective under this chapter and predecessor laws, and
  5 21 all censure, denial, suspension, or revocation orders
  5 22 which have been entered under this chapter and
  5 23 predecessor laws.  The register shall be open for
  5 24 public inspection.
  5 25    3.  The information contained in or filed with any
  5 26 registration statement, application, notice filing, or
  5 27 report may be made available to the public under such
  5 28 rules as the administrator prescribes.
  5 29    Sec. ___.  Section 502.609, subsection 1,
  5 30 unnumbered paragraph 1, Code 1997, is amended to read
  5 31 as follows:
  5 32    Every applicant for registration under this
  5 33 chapter, and every issuer which proposes to offer a
  5 34 security in this state, shall file with the
  5 35 administrator, in such form as the administrator by
  5 36 rule prescribes, an irrevocable consent appointing the
  5 37 administrator or the administrator's successor in
  5 38 office to be such person's attorney to receive service
  5 39 of any lawful process in any noncriminal suit, action
  5 40 or proceeding against such person or the successor,
  5 41 executor or administrator of such person which arises
  5 42 under this chapter or any rule or order hereunder
  5 43 after the consent has been filed, with the same
  5 44 validity as if served personally on the person filing
  5 45 the consent.  The consent need not be filed by a
  5 46 person who has filed a consent in connection with a
  5 47 previous registration or notice filing which is then
  5 48 in effect.  Service may be made by leaving a copy of
  5 49 the process in the office of the administrator, but it
  5 50 is not effective unless the plaintiff, including the
  6  1 administrator when acting as such,".
  6  2    #9.  By renumbering as necessary.  
  6  3 
  6  4 
  6  5                               
  6  6 NEAL SCHUERER
  6  7 JOHN W. JENSEN
  6  8 SF 393.301 77
  6  9 da/cf/28
     

Text: S03249                            Text: S03251
Text: S03200 - S03299                   Text: S Index
Bills and Amendments: General Index     Bill History: General Index

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