(A) Authority and
purpose
(1) The Division enacts this rule
under authority granted by Subsection
61-1-14(2)(p) and
Section 61- 1-24.
(2) The rule sets
forth the exclusive method of claiming the exemption contained in Subsection
61-1- 14(2)(p). The exemption is not self-executing.
(B) Definitions
(1) "Division" means the Division of
Securities, Utah Department of Commerce.
(2) "Exemption" means the exemption provided
in Subsection
61-1-14(2)(p).
(3) "SEC" means the United States Securities
and Exchange Commission.
(C) Filing Requirements
Persons whose security holders are to consent, vote or
resolve as to a transaction or series of transactions involving a merger,
consolidation, reorganization, recapitalization, reclassification, or sale of
assets may claim the exemption by filing with the Division, not less than ten
business days prior to any necessary vote or action on any necessary consent or
resolution, all of the following:
(1)
the proxy or informational materials required by Paragraph (D);
(2) NASAA Form U-2, Uniform Consent to
Service of Process;
(3) a fee as
specified in the Division's fee schedule; and
(4) other documents as the Division may
request.
(D) Proxy or
informational materials
The Proxy or informational materials to be filed with the
Division pursuant to Subparagraph (C)(1) and distributed to all securities
holders entitled to vote in the transaction or series of transactions shall
be:
(1) the proxy or informational
materials filed under Section 14(a) or (c) of the Securities Exchange Act of
1934 if any person involved in the transaction is required to file proxy or
informational materials under Section 14(a) or (c) of the Securities Exchange
Act of 1934 and has so filed;
(2)
the proxy or informational materials filed with the appropriate regulatory
agency or official of its domiciliary state if any person involved in the
transaction is an insurance company who is exempt from filing under Section
12(g)(2)(G) of the Securities Exchange Act of 1934; or
(3) one manually signed Form 14-2p and the
information specified in SEC Schedule 14A, Form S-4, or Form F-4 if all persons
involved in the transaction are exempt from filing under Section 12(g)(1) of
the Securities Exchange Act of 1934.
(E) Transactions eligible for exemption
For purposes of Subsection
61-1-14(2)(p)(i),
"each person involved" includes each person whose securities are offered or
sold to or purchased from the securities holders of such
persons.
