Section 26-B200. GENERAL PROVISIONS

 

200.1An application to register securities in the District of Columbia pursuant to Title III and Title IV of the Securities Act of 2000 (D.C. Law 13-203, 47 DCR 7852) shall be filed with the Department of Insurance, Securities and Banking ("Department"), or any other entity designated by the Department, on forms provided for that purpose in accordance with the instructions for preparation and execution of the forms.

 

200.2The registration requirements of Section 301(D.C. Offical Code § 31-5603.01) apply to securities that are being offered or sold to residents of the District of Columbia on or after June 1, 2001. If a securities issue is already being offered or sold in the District prior to June 1, 2001, the issue may continue to be sold while the application for registration and the required fee payment are being processed by the Department, so long as the application and fee payment are received on or before June 1, 2001. The Commissioner reserves the right to initiate an administrative or civil action for any securities offering that violates a provision of the Act.

 

200.3The notice filing requirements for federal covered securities become applicable on June 1, 2001. If a securities issuer that is subject to notice filing requirements is already being offered or sold to residents of the District of Columbia prior to June 1, 2001, the issue may continue to be offered or sold to residents of the District of Columbia while the notice filing and required fee payment are being processed by the Department, so long as the notice filing and fee payment are received on or before June 1, 2001. Except for a security covered by § 18(b)(1) of the Securities Act of 1993 (48 Stat. 74; 15 U.S.C. § 77a et seq.), the Commissioner reserves the right to initiate an administrative action pursuant to § 308 (f) of the Act (D.C. Offical Code § 31-5608(f)).

 

200.4The registration statement may be filed by the issuer, broker-dealer, or any other person on whose behalf the offering is to be made.

 

200.5Whenever an application, notice, statement, report or other document ("Document") has been filed and the person who filed the document wishes to amend or otherwise ensure that the Document is current and accurate in all material respects, the person shall make a filing with the Commissioner constituting the amendment which also shall identify the Document being amended including, with respect to an amendment to a form authorized by these regulations, the name of the form, the date the form originally was filed with the Department and the items or schedules of the form which are being amended.

 

200.6All relevant time periods in the Act for processing of filings by the Department will begin running on the first business day after the date the document is received by the Department.

 

200.7Any electronic method acceptable to the Director of the Securities Bureau ("Director") may be used to make any filings with the Department. The filing of documents and information using such an electronic method shall be equivalent to paper filing of documents and information with the Department. The Bureau will accept conformed, stamped, or computer generated signatures in place of manual signatures for any notice or filing submitted to the Bureau, in paper or electronically, except that it will continue to require manual signatures for the Form U-2 Consent to Service of Process, and to any filing where there are any material changes.

 

200.8All sales and advertising literature relating to an offering of securities for which a registration statement has been filed with the Department pursuant to §§ 302, 303, or 304 of the Act (D.C. Offical Code §§ 31-5603.02, 31-5603.03, and 31-5603.04) also shall be filed with the Department and have prominently displayed by legend or printed sticker on the front cover of the sales and advertising literature, in bold-face type, substantially the following statement:

 

"THIS SALES AND ADVERTISING LITERATURE MUST BE READ IN CONJUNCTION WITH THE PROSPECTUS IN ORDER TO UNDERSTAND FULLY ALL OF THE IMPLICATIONS AND RISKS OF THE OFFERING OF SECURITIES TO WHICH IT RELATES. A COPY OF THE PROSPECTUS MUST BE MADE AVAILABLE TO YOU IN CONNECTION WITH THIS OFFERING."

 

200.9The Commissioner shall review the sales and advertising literature required to be filed under § 200.8 and, if 7 days after the filing of the material, he has not issued a stop-order or other order with respect to it, the material may be used in connection with the offering of securities to which it relates. If a stop order or other order is issued, then the sales and advertising literature, and the use of it, shall comply in all respects with the order.

 

200.10As used in this section, "sales and advertising literature" includes any pamphlet, circular, form letter, advertisement or printed advertising communication, films, film strips, television and radio presentations, tape and cassette recordings, and any other public lecture addressed or intended for distribution to and/or delivered to prospective investors including clients or prospective clients of an agent or broker-dealer; provided, however, that "sales and advertising literature" does not include:

 

(a)Any prospectus used in conjunction with an offer or sale, or both, of securities;

 

(b)Any individual letter sent to a prospective investor where the issuer has filed a registration statement with the Commissioner relating to the offer or sale, or both, of securities to which the letter relates, provided, however, that the letter shall direct the prospective investor to the prospectus or be accompanied by a copy of the prospectus;

 

(c)Tombstone advertisements;

 

(d)Dividend notices, proxy statements and reports to shareholders, the content of which does not pertain to a current offering or sale, or both, of securities of the issuer;

 

(e)Literature disseminated in connection with the distribution of securities of an investment company registered under § 8 of the Investment Company Act of 1940 (54 Stat.; 15 U.S.C. § 80a-1 et seq);

 

(f)Literature relating to any securities, offer or sale, or both, of securities, to which is applicable one or more of the exemptions from registration contained within Title IV of the Act;

 

(g)Written or printed material relating to an offer or sale, or both, of securities pursuant to a:

 

(1)Qualified employee stock, or stock-option plan, or

 

(2)Merger, consolidation, exchange offer, reclassification of securities or sale of corporate assets in consideration of the issuance of securities of another issuer;

 

(h)A written or printed material which is otherwise required to be filed under the registration provisions of the Act.

 

200.11Pursuant to the power granted in Section 307 of the District of Columbia Securities Act of 2000 (the "Act"), the Commissioner of the District of Columbia Department of Insurance, Securities and Banking hereby recognizes each of the securities manuals listed in § 200.12 to be a "nationally recognized securities manual" under Title IV, Section 402(2)(D) of the Act and the conditions attached therein. The term "manual" for purposes of this order shall include all commonly recognized formats of publications, including CD-ROM and electronic dissemination over the Internet.

 

200.12The Department recognizes the following securities manuals:

 

(a)Mergent's Industrial Manual;

 

(b)Mergent's Transportation Manual;

 

(c)Mergent's Public Utility Manual;

 

(d)Mergent's Bank and Finance Manual;

 

(e)Mergent's International Manual;

 

(f)Standard & Poor's Standard Corporation Descriptions;

 

(g)Fitch's Individual Stock Bulletin; and

 

(h)Mergent's OTC Industrial Manual.

 

authority

Unless otherwise note, the authority for this chapter is §16(e) of the District of Columbia Securities Act, P.L. 88-503, 78 Stat, 132, D.C. Code §2-2616(d) (1988 Repl. Vol.).

source

Amended by Emergency Rulemaking published at 47 DCR 9910 (December 15, 2000) [EXPIRED]; as amended by Emergency Rulemaking published at 48 DCR 1987 (March 2, 2001) [EXPIRED]; as amended by Emergency and Proposed Rulemaking published at 48 DCR 3952 (May 4, 2001) [EXPIRED]; as amended by Emergency and Proposed Rulemaking published at 48 DCR 9177 (October 5, 2001) [EXPIRED]; as amended by Final Rulemaking published at 48 DCR 10879 (November 30, 2001).