California > Secretary Of State > Blue Sky > Securities Regulation Division
Application For Approval As To Form An Offer To Repurchase A Security 260.507 - California
| Application For Approval As To Form An Offer To Repurchase A Security Form. This is a California form and can be used in Securities Regulation Division Blue Sky Secretary Of State . |
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(Department of Corporations Use Only) Fee Paid $ ____________________________ Receipt No. ____________________________ DEPARTMENT OF CORPORATIONS File No.______________________ (Insert file number of previous filings of applicant before the Department, if any) FEE: _______________________________ (To be completed by applicant) Date of application: ___________________ DEPARTMENT OF CORPORATIONS STATE OF CALIFORNIA FACING PAGE APPLICATION FOR APPROVAL AS TO FORM OF AN OFFER TO REPURCHASE A SECURITY UNDER SUBDIVISION (b) OF SECTION 25507 OF THE CORPORATE SECURITIES LAW OF 1968. 1. Name of issuer. __________________________________________________________________________________________ 2. Address of principle executive office of issuer. __________________________________________________________________________________________ Number and Street City State Zip Code 3. The name and address of each person making the offer set forth in Exhibit D of Item 9. __________________________________________________________________________________________ Number and Street City State Zip Code 4. Name and address of persons to whom correspondence regarding this application should be addressed. __________________________________________________________________________________________ Number and Street City State Zip Code 5. State whether issuer is a corporation, partnership, trust or other entity and the state of incorporation or jurisdiction under which organized. 6. (a) Type of Security. (b) Number of shares or units covered by the offer. (c) Aggregate value of consideration received. (d) If a cash offer, aggregate amount to be offered. $ 260.507 Rev. 10/02 1 $ 2002 © American LegalNet, Inc. INSTRUCTIONS Completion of Application. The application should be continued in typewritten or printed form in the English language, on one side only of either legal or letter size paper which should be attached to the facing page when submitted. Provide the information required by Items 7 through 9 below. Identify each statement by reference to the item number. Any item which is inapplicable should be listed by the number of the item, followed simply by the word "inapplicable". At each item where relevant refer to and incorporate by reference any attached exhibits or documents and any documents currently on file with the Department. Such reference should indicate the page or portion of the document where the information is located. Sign and verify the last page in the manner shown in the instructions below. 7. Describe the transaction or distribution of securities in connection with which the repurchase offer is to be made, including, but not limited to, the following: a) If offers are to be made to less than all of the persons who received securities in connection with such transaction or distribution, the names and addresses of the persons to whom offers will not be made. In the absence of unusual circumstances, the Commissioner will not ordinarily approve a repurchase offer if concurrent offers are not being made to all persons to whom liability may exist. If a request is made for a variance, a detailed explanation of the facts and circumstances must be submitted, including an explanation of the basis for excluding each person proposed to be omitted. b) If the consideration paid for the securities was other than cash, a description of such consideration and a statement of the method and basis by which the valuation of the consideration was determined in connection with the repurchase offer, and information demonstrating that such valuation is bona fide and fair to the offeree. 8. Describe the business done and intended to be done by the issuer and its subsidiaries and the general development of such business during the past three years. Indicate any other names under which the issuer or any of its subsidiaries have conducted business during such period. Exhibits. Attach and incorporate by reference the following exhibits: A. B. Financial statements setting forth the information required by Section 260.613 of these rules. Unless such information is included in Exhibit D hereto, the name and address of each person to whom the offer is to be made, the consideration paid by such person for the securities and, if a cash offer is being made, the amount to be offered such person. A copy (which may be in the form of a restated or composite copy) of applicant's certificate of incorporation, articles of incorporation, certificate of determination of preferences, agreement of consolidation or merger, and by-laws of a corporation; declaration of trust; agreement of partnership, certificate of limited partnership; or any other document or instrument adopted to establish or regulate any association, joint stock company, trust, or other entity; as such documents are currently in effect. A form of written offer for which the Commissioner's approval is requested. Such offer should contain the following: In capital letters of not less than ten-point type the following legend, printed in contrasting color or type: 9. C. D. (1) "THIS OFFER OF REPURCHASE HAS BEEN APPROVED BY THE COMMISSIONER OF CORPORATIONS IN ACCORDANCE WITH SECTION 25507(b) OF THE CORPORATE SECURITIES LAW OF 1968 ONLY AS TO ITS FORM. SUCH APPROVAL DOES NOT IMPLY A FINDING BY THE COMMISSIONER THAT ANY STATEMENTS MADE HEREIN OR IN ANY ACCOMPANYING DOCUMENTS ARE TRUE OR COMPLETE; NOR DOES IT IMPLY A FINDING THAT THE AMOUNT OFFERED BY THE SELLER IS EQUAL TO THE AMOUNT RECOVERABLE BY THE BUYER OF THE SECURITY IN ACCORDANCE WITH SECTION 25503 IN A SUIT AGAINST THE SELLER, AND THE COMMISSIONER DOES NOT ENDORSE THE OFFER AND MAKES NO RECOMMENDATION AS TO ITS ACCEPTANCE OR REJECTION." (2) (3) The name and address of each person making the offer. Any variation proposed to be made in the form of the repurchase offer to the several parties-to whom the offer is made. 2 2002 © American LegalNet, Inc. (4) A statement regarding the respect in which the liability under Section 25503 of the Code arose, including he following: (a) (b) Identification of the transaction involved, including the date, a complete description of the security sold and the nature and amount of consideration given therefor. Identification of the parties to the transaction involved, including: (i) (ii) (iii) (iv) (v) (vi) (vi) (c) The seller of the security; Every person who directly or indirectly controls the seller; Every partner in the seller firm; Every principal executive officer or director of
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