Authority: IC
23-19-6-5
Affected: IC
23-19-3-6
Sec. 6.
(a)
Additional information shall be required to be submitted with the applications
for registration of equity securities where the proposed offering price exceeds
a prescribed multiple of recent earnings of the issuer.
(b) In the case of application for
registration of shares of common stock, where the maximum or proposed offering
price exceeds a multiple of twenty-five (25) times the net earnings per share
or another multiple as the commissioner may prescribe from time to time, the
information prescribed in subsections (c) and (d) shall be submitted with the
application as justification for the offering price.
(c) Where there is no existing public market
for the shares, comparative information shall be submitted justifying the
fairness of the proposed offering price in relation to the current market
prices of the shares of companies comparable to the issuer in terms of:
(1) size;
(2) industry;
(3) products; and
(4) other relevant factors.
Submission of an underwriter's memorandum on the issuer
containing the foregoing information, prepared in connection with the proposed
offering, shall satisfy the requirements of this subsection.
(d) Where there is an existing
public market for the shares, information shall be submitted justifying the
adequacy of the public market, including:
(1)
the number of shares owned by public shareholders;
(2) the number of shares traded during each
of the preceding six (6) months;
(3) the number of transactions during each of
the months;
(4) the number of
shareholders at the beginning and end of the period;
(5) the names and locations of dealers
regularly making a market in the shares and the newspapers; and
(6) financial publications where the shares
are regularly quoted.
If there has been a significant increase in the
price/earnings multiple of the issuer over the period, additional information
shall be submitted accounting for the increase.
(e) The information prescribed above shall
not be required in the case of shares of common stock listed on any national
securities exchange recognized by state law, nor in the case of shares of
common stock of a newly organized issuer with no history of earnings.
(f) No registration of equity securities
shall provide directly or indirectly, for increases in the price of the
securities offered based on the amount of securities sold in the offering.