69W-500.008: Unsolicited Purchase or Sale of Securities Pursuant to Section 517.061(13), F.S
69W-500.013: Exemption/Mobile Home Parks/Limited Purpose Stock Offering
69W-500.015: Exemption for Offers and Sales of Securities of Foreign Issuers to Non-U.S. Persons in Offshore Transactions
69W-500.016: Exemption for Issuers of Section 4(2) Offerings
69W-500.017: Compensatory Benefit Plan Exemption
PURPOSE AND EFFECT: Rules 69W-500.008, .015, .016, and .017, F.A.C., are amended to reflect the most current versions of federal regulations and federal statutes referenced in the rules. Rule 69W-500.013, F.A.C., is amended to correct a cross reference.
SUBJECT AREA TO BE ADDRESSED: Securities Regulation.
SPECIFIC AUTHORITY: 517.03, 517.061(19) FS.
LAW IMPLEMENTED: 517.061(13), 517.061(18), 517.061(19) FS.
IF REQUESTED IN WRITING AND NOT DEEMED UNNECESSARY BY THE AGENCY HEAD, A RULE DEVELOPMENT WORKSHOP WILL BE NOTICED IN THE NEXT AVAILABLE FLORIDA ADMINISTRATIVE WEEKLY.
THE PERSON TO BE CONTACTED REGARDING THE PROPOSED RULE DEVELOPMENT AND A COPY OF THE PRELIMINARY DRAFT, IF AVAILABLE, IS: Pam Epting, Chief, Bureau of Regulatory Review, Division of Securities, Office of Financial Regulation, The Fletcher Building, 200 East Gaines Street, Tallahassee, Florida 32399-0375, (850)410-9500, pam.epting@flofr.com
THE PRELIMINARY TEXT OF THE PROPOSED RULE DEVELOPMENT IS:
69W-500.008 Unsolicited Purchase or Sale of Securities Pursuant to Section 517.061(13), F.S.
(1) For purposes of Section 517.061(13), F.S., the offer or sale of securities in a transaction meeting the requirements of SEC Rule 144 (17 C.F.R. § 230.144 (2009)), which is hereby incorporated by reference, promulgated pursuant to section 4(1) of the Securities Act of 1933, as in effect on November 1, 1978, shall be deemed an unsolicited purchase or sale of securities on order of and as agent for another. Copies of the federal regulation may be obtained by contacting the Florida Office of Financial Regulation, Division of Securities, 200 E. Gaines Street, Tallahassee, Florida 32399.
(2) and (3) No change.
Rulemaking Specific Authority 517.03(1) FS. Law Implemented 517.061(13) FS. History–New 12-5-79, Amended 9-20-82, Formerly 3E-500.08, Amended 10-14-90, Formerly 3E-500.008, Amended________.
69W-500.013 Exemption/Mobile Home Parks/Limited Purpose Stock Offering.
Transactions which involve the offer or sale of stock, bonds, or other instruments deemed to be securities as defined in Section 517.021(21) 517.021(17), F.S., offered or sold by or on behalf of a non-profit corporation consisting solely of property owners of a singular mobile home park, where the securities evidence shares of the corporation, are hereby exempted from the registration requirements of Section 517.07, F.S., provided that such securities meet and comply with all of the following criteria:
(1) That proceeds from the sale of securities are used exclusively for the maintenance, improvement or acquisition of common areas within the mobile home park.
(2) That the solicitation and subsequent sale of securities is made exclusively by the non-profit corporation to persons retaining a property interest in the mobile home park and no form of general solicitation or general advertisement is instituted.
(3) That no individual, either directly or indirectly, receives any compensation or commission for or as a result of the sale of such securities.
(4) That prior to the sale of said securities, each property owner within the mobile home park is provided with or given reasonable access to full and fair disclosure concerning all relevant information relating to the securities themselves.
(5) That the Office of Financial Regulation is provided with reasonable notice of the issuance of said securities prior to or contemporaneous with their offer and sale.
Rulemaking Specific Authority 517.03 FS. Law Implemented 517.061(18) FS. History–New 1-8-86, Amended 7-31-91, Formerly 3E-500.013, Amended________.
69W-500.015 Exemption for Offers and Sales of Securities of Foreign Issuers to Non-U.S. Persons in Offshore Transactions.
(1) Any offer or sale of securities of a foreign issuer made to a person, other than a U.S. person, in an offshore transaction that is exempt from registration under section 5 of the Securities Act of 1933 pursuant to Regulation S (17 C.F.R. § 230.901 through 230.905 (2009)) promulgated by the Securities and Exchange Commission, is hereby exempted from the registration requirements of Section 517.07, F.S.
(2) For purposes of this rule, the terms “foreign issuer,” “offshore transaction,” and “U.S. person” shall have the meanings prescribed in rule 902 of Regulation S (17 C.F.R. § 230.902 (2009)) as it existed on April 29, 1998.
(3) The federal regulations referenced in this rule are hereby incorporated by reference and may be obtained by mail from the Florida Office of Financial Regulation, Division of Securities, 200 E. Gaines Street, Tallahassee, Florida 32399.
Rulemaking Specific Authority 517.03(1), 517.061(19) FS. Law Implemented 517.061(19) FS. History–New 7-30-98, Formerly 3E-500.015, Amended________.
69W-500.016 Exemption for Issuers of Section 4(2) Offerings.
Securities offered or sold in a transaction exempt under a rule or regulation issued by the Securities and Exchange Commission under Section 4(2) of the Securities Act of 1933 (15 U.S.C. § 77d(2) (2006)), as it existed on January 1, 2001, are hereby exempted from the filing requirements of Section 517.07, F.S. An issuer of such securities and each of its bona fide employees who satisfy the criteria set forth in Section 517.021(6)(b)6., F.S., and through whom the issuer elects to sell such securities, shall be exempted from the registration requirements of Section 517.12(1), F.S. The federal statute referenced in this rule is hereby incorporated by reference and may be obtained by mail from the Florida Office of Financial Regulation, Division of Securities, 200 E. Gaines Street, Tallahassee, Florida 32399.
Rulemaking Specific Authority 517.03(1), 517.061(19) FS. Law Implemented 517.061(19) FS. History–New 1-1-02, Formerly 3E-500.016, Amended________.
69W-500.017 Compensatory Benefit Plan Exemption.
(1) Transactions involving the offer or sale of a security pursuant to a written compensatory benefit plan (or a written compensation contract) or similar plan established by the issuer, its parent, its majority-owned subsidiaries or majority-owned subsidiaries of the issuer’s parent, for the participation of their employees, directors, general partners, trustees, officers, or consultants and advisors, and their family members who acquire such securities from such persons through gifts or domestic relations orders, are exempt from the registration provisions of Section 517.07, F.S., if:
(a) The sale of the security meets all of the requirements of SEC Rule 701 (17 C.F.R. § 230.701 (2009)) as it existed on November 1, 2000;
(b) The security is sold pursuant to a plan of a type exempt under section 3(a) of the Securities Act of 1933; or
(c) The security is effectively registered under sections 6 to 8 of the Securities Act of 1933, 15 U.S.C. §§77f through h (2006), and is offered and sold in compliance with the provisions of section 5 of the Securities Act of 1933, 15 U.S.C. §77e (2006).
(2) For the purposes of this rule, the terms “compensatory benefit plan” and “family member,” shall have the same meanings as defined in SEC Rule 701 (17 C.F.R. § 230.701 (2009)) as it existed on November 1, 2000.
(3) through (4) No change.
(5) The federal regulations and federal statutes referenced in this rule are hereby incorporated by reference and may be obtained by mail from the Florida Office of Financial Regulation, Division of Securities, 200 E. Gaines Street, Tallahassee, Florida 32399.
Rulemaking Specific Authority 517.03(1), 517.061(19) FS. Law Implemented 517.061(19) FS. History–New 11-25-01, Formerly 3E-500.017, Amended________.