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Registration Statement To Register Securities By Qualification Q - Nebraska
| Registration Statement To Register Securities By Qualification Form. This is a Nebraska form and can be used in General Blue Sky Secretary Of State . |
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STATE OF NEBRASKA DEPARTMENT OF BANKING BUREAU OF SECURITIES P.0. Box 95006 Lincoln, Nebraska 68509 Registration Statement to Register Securities by Qualification 1. Name and Address of Issuer and principal office in this S tate: 2. Name and Address of applicant: 3. Registration or acceptance for filing is sought for the fo llowing described securities in the amounts indi- cated: DESCRIPTION OF SECURITIES Total Offering Offering in This State Offering Price No. of Shares or Proposed No. of Shares Amount of or Units Amount Offering Price or Units Amount Filing Fee $ $ Totals $ $ $ 4. A registration statement under this section shall contain t he following information and be accompanied by the following documents to be attached to and made a part of this application as separate exhibits: (a) With respect to the issuer and any significant subsidiar y, its name, address, and form of organiza-tion, the state or foreign jurisdiction and date of its organi zation, the general character and location of itsbusiness, and a description of its physical properties and equi pment; (b) With respect to every director and officer of the issue r, or person occupying a similar status orperforming similar functions, his name, address, and principal o ccupation for the past five years, the amount of securities of the issuer held by him as of a specified da te within ninety days of the filing of the registra-tion, the remuneration paid to all such persons in the aggregat e during the past twelve months, and estimatedto be paid during the next twelve months, directly or indirect ly, by the issuer together with all predecessors,parents and subsidiaries; (c) With respect to any person not named in subdivision ( e) of this subsection, owning of record, orbeneficially if known, ten per cent or more of the outstanding shares of any class of equity security of theissuer, the information specified in subdivision (b) of this subsection other than his occupation; (d) With respect to every promoter, not named in subdivision (b) of this subsection, if the issuer wasorganized within the past three years, the information specified in subdivision (b) of this subsection, any amount paid to him by the issuer within that period or intend ed to be paid to him, and the consideration forany such payment; (e) The capitalization and long-term debt, on both a curren t and a pro forma basis, of the issuer andany significant subsidiary, including a description of each secu rity outstanding or being registered or other-wise offered, and a statement of the amount and kind of consi deration whether in the form of cash, physicalassets, services, patents, goodwill, or anything else for which the issuer or any subsidiary has issued any ofits securities within the past two years or is obligated to i ssue any of its securities; American LegalNet, Inc. www.USCourtForms.com<<<<<<<<<********>>>>>>>>>>>>> 2 (f) The kind and amount of securities to be offered, the amount to be offered in this state, the pro-posed offering price and any variation therefrom at which any portion of the offering is to be made to anypersons except as underwriting and selling discounts and commiss ions, the estimated aggregate underwriting and selling discounts or commissions and finders fees including separately cash, securities, or anything elseof value to accrue to the underwriters in connection with the offering, the estimated amounts of other sellingexpenses, and legal, engineering, and accounting expenses to be incurred by the issuer in connection with theoffering, the name and address of every underwriter and every recipient of a finders fee, a copy of any un-derwriting or selling-group agreement pursuant to which the dist ribution is to be made, or the proposed formof any such agreement whose terms have not yet been determined , and a description of the plan of distribu-tion of any securities which are to be offered otherwise than through an underwriter; (g) The estimated cash proceeds to be received by the issu er from the offering, the purposes for whichthe proceeds are to be used by the issuer, the amount to be used for each purpose, the order or priority inwhich the proceeds will be used for the purposes stated, the amounts of any funds to be raised from othersources to achieve the purposes stated, and the sources of any such funds, and, if any part of the proceeds isto be used to acquire any property, including goodwill, otherwi se than in the ordinary course of business, thenames and addresses of the vendors and the purchase price; (h) A description of any stock options or other security o ptions outstanding, or to be created in connec-tion with the offering, together with the amount of any such options held or to be held by every person re-quired to be named in subdivision (b), (c), (d), (e) o r (g) of this subsection and by any person who holds orwill hold ten percent or more in the aggregate of any such o ptions; (i) The states in which a registration statement or similar document in connection with the offering hasbeen or is expected to be filed; (j) Any adverse order, judgment or decree previously entered in connection with the offering by anycourt or the Securities and Exchange Commission, and a descript ion of any pending litigation or proceedingto which the issuer is a party and which materially affects i ts business or assets including any such litiga-tion or proceeding known to be contemplated by governmental aut horities; (k) A copy of any prospectus or circular intended as of t he effective date to be used in connection withthe offering; (l) A specimen or copy of the security being registered, a copy of the issuers articles of incorporationand by-laws, as currently in effect, and a copy of any indent ure or other instrument covering the security to-be registered; (m) A signed or conformed copy of an opinion of counsel, if available, as to the legality of the securitybeing registered; and (n) A balance sheet of the issuer as of a date within fo ur months prior to the filing of the registrationstatement, a profit and loss statement and analysis of surplus for each of the three fiscal years precedingthe date of the balance sheet and for any period between the close o f the last fiscal year and the date of thebalance sheet, or for the period of the issuers and any pred ecessors existence if less than three years, and,if any of the proceeds of the offering is to be applied to the purchase of any business, the
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