Offers of Securities Pending Registration

Statute: § 551.23(16), Wis. Stats.

Used for:  Offers, but not sales, of securities for which an application to register has been filed both with the Securities and Exchange Commission ("SEC") and this Division if no stop order or denial order is in effect and no proceeding is pending under either law.

Filing requirement: Self-Executing provided a registration statement is pending.

No filing or Consent to Service of Process is required in order to claim this exemption for transactions for which a registration statement has been filed and is pending approval. However, if advertising is "published" or "circulated," as defined in § DFI-Sec 1.02(1)(a) and (b), Wis. Adm. Code, it must be filed with the Division and may not be used unless and until the Division has allowed its use.

• Filing fee: None.
• Form required: None.
• Exhibits required: None.
• Review time: None.

Administrative Code references: § DFI­Sec 7.02, Wis. Adm. Code.

Frequently asked questions:

Q: Is this exemption self­executing?

A: Yes. No filing or Consent to Service of Process is required in order to claim this exemption provided that a registration statement is pending with this Division and the SEC.

Q: May advertising be published or circulated under this exemption?

    A: Yes, provided the advertising has been filed with and allowed by the Division.

Q: May a preliminary prospectus be distributed under this exemption?

    A: Yes.

Related Considerations:  See § DFI­Sec 2.02(9)(g), Wis.  Adm.  Code, under § 551.23(18), Wis. Stats., which permits use by licensed brokers­dealers of a preliminary prospectus for offers pending registration and for certain exemption filings.

History:  Adopted January 1, 1970. Materially identical to section 402(b)(12) of the Uniform Securities Act.