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Application To Register Securities - Hawaii
| Application To Register Securities Form. This is a Hawaii form and can be used in Securities Department Of Commerce And Consumer Affairs Blue Sky Secretary Of State . |
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Registration Fee - $200.00 Dishonored Check - $15.00 Fee Plus Interest Charge STATE OF HAWAII DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS Business Registration Division 1 01 0 Richards Street, Honolulu, Hawaii 96813 Phone (808) 586-2730 APPLICATION TO REGISTER SECURITIES PURSUANT TO SECTION 485(6), HAWAII REVISED STATUTES AND SUBCHAPTER 10, CHAPTER 38, HAWAII ADMINISTRATIVE RULES INSTRUCTIONS. Use this form for registering Regulation D offerings under Section 485(6), Hawaii Revised Statutes and Subchapter 10, Chapter 38, Hawaii Administrative Rules. Attachments shou ld be used where space is insufficient. Includeas an attachment an executed consent to service of process and corporate resolution, if issuer is a corporation. The consentto service shall designate the Hawaii Commissioner of Securities as agent. Do not send offering documents unless requested by the division staff 1. ISSUER. a) Name, address and tele phone number of the issuer or issuer to be formed, and principal office, if any, in this State. b) State the name under which the offering will be known. 2. APPLICANT. Name, address and tele phone number, if other than the issuer. If same as issuer, set forth same 3. CORRESPONDENT. Name, address and telephone number of attorney or other correspondentto whom communications regarding this application should be sent: 4. SECURITIES TO BE OFFERED. Check only one: ( ) Common Stock, $ par value. ( ) Preferred Stock. ( ) Units of Limited Partnership Interest. ( ) Other - Please describe: Rev. 7/96 039-0953-24<<<<<<<<<********>>>>>>>>>>>>> 25. AMOUNT OF SECURITIES TO BE OFFERED. a. Total Offering Hawaii Proposed No. of Shares No. of Shares Share or Unit Price or Units Amount or Units Amount b. Manner of Payment. Will deferred payments be allowed to purchasers? Yes No If yes, please provide details. 6. HAWAII AND FEDERAL STATUS. Set forth the specific provisions of Hawaiis Chapter 485, Hawaii Revised Statutes, and the specific provisions of Federal statutes and regulations under which this offering is to proc eed. Hawaii: Federal: 7. OTHER STATE TRANSACTIONS. a. List the other states in which these securities will be offered or where previous offers or sales have occurred and show whether the sales will be under state registration or exemption: b. List the states, if any, which have refused, by order or otherwise, t o authorize sale of these securities, or have revoked or suspended the right to sell these securities, or in which an application for registration or exemption has been withdrawn. Provide details: 8. BROKER-DEALERS OR SALESPERSONS. Name, address and telephone number of br oker-dealer registered in Hawaii and lead broker-dealer, if any. State whether the broker-dealer is a mem ber of the NASD. Where registered issuer salespersons, or persons claiming an exemption, are to be used, set forth their names, addresses, and telephone numbers, and indicate their registration status or exempt status in Hawaii. Where an exemption is claimed, set forth the specific Hawaii provision: -2- <<<<<<<<<********>>>>>>>>>>>>> 3 9. PROFESSIONALS INVOLVED. Set forth the names, addresses and telephonenumbers of all professionals who have rendered servicesor have given advice in connection with this offering, who are named as expertsin sales literatureor presentations, or whose names are used to give authority to statementsmade concerning this offering. Describe their scope of activities. Include attorneys, accountants, appraisers, engineers,etc.: 10. BUSINESS PLAN. Briefly de scribe the nature of the business to be conducted with the proceedsof this offering: 1 1. USE OF PROCEEDS. Dollar Amount Percentage Max Min Max Min Selling Commissions Other Selling Expenses Legal, Accounting, Printing and Filing Fees Offeror/PromoterCompensation Reserves The remaining funds will be used as follows: TOTAL Applicant represents that the minimum amount that must be raised before the project can get underway is $ and that a proceeds escrow under Subchapter 10, Section 16-38-28, Chapter 38, Hawaii .. if Administrative Rules, has been established in that amount. (Leave blank if waiver is sought or show none escrow is not required.) -3- <<<<<<<<<********>>>>>>>>>>>>> 412. INTEGRATION. Were any securitiesof the issuer sold within the six months preceding this registration? Yes No If the answer is yes, show how many counting purchasers were involved during the year preceding this registration. (Include dates of sale.) If sales were made during the past year, provide arguments against integration of the prior sales, if this is desired. See Subchapter 10, Section 16-38-26, Chapter 38, Hawaii Administrative Rules for elementsto consider. 13. AGGREGATION. Have any securitiesof the entity that will issue the securitiesin this registration been sold within the twelvemonths preceding this registration? Yes No What is the aggregate offering price? $ 14. ACTIONSAGAINST ISSUER AND AFFILIATED PARTIES. a. Answe r "yes" or "no" and provide de tails ifshould a yes ny one or more of the items listed under subsection "b" apply to any one or more of the following parties: (i)the issuer, (ii) the predecessorsor affiliates of the issuer, (iii) the issuers officers, directors, general partners, promoters, or beneficial owners of ten percentor more of any class of its equity securities. b. Actions: (i) Has filed a registration statementwhich is the subject of a currently effectivestop order entered by any state or federal agency within five years prior to the registration of the offering-,Yes No (ii) Has been convicted, within the ten years preceding the registration, of any felony-, a misdemeanor in connection with the purchase or sale of a security or involving a false filing with a state-,Yes No (iii) Is subject to any state administrative order or judgment, or any federal administrative order or judgment, including an injunction, enteredwithin the five years preceding the filing of the registration, wherea state or federal banking, insurance, real estate or securities law is the grounds for the order or judgment. Yes No 15. UNDERTAKINGS AND REPRESENTATIONS. The issuer hereby applies for registration of these securities and agrees, so long as the registration remains in effect,that it will: a. Advise the Commissioner of Securitiesof any changes prior to registration in any of the information filed with this application and to promptly file any necessary amendments. -4- <<<<<<<<<********>>>>>>>>>>>>> 5 b. Notify the Commission
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