Regulation-A Information

The Colorado Statute provides an exemption from Registration for public offerings which are relying on Regulation-A at the Federal (SEC) level. That is section 11-51-308(1)(p), C.R.S. The filing requirements to claim that exemption are:

A fee of $75.00 made out to the Colorado State Treasurer.
Submit one copy of all documents filed with the SEC (concurrently).
Include a cover letter with the name, address and telephone number of a contact person.

The offering will usually be cleared for sale in Colorado upon SEC effectiveness. Submit one copy of the final prospectus when it becomes available.

"TESTING THE WATERS"

The Colorado Division of Securities has implemented new rules for Regulation-A offerings which claim the exemption from registration under 11-51-308(1)(p), (C.R.S.). The following information explains the Colorado Rule 51-3.13 as it applies to the Federal "Testing the Waters" provision. Rule 51-3.13 (C.R.S.):Regarding the Transactional Securities Registration Exemption Provided by Section 11-51-308(1)(p), C.R.S., Pursuant to SEC Regulation-A.The changes made to SEC Regulation-A promulgated under Section 3(b) of the 33 Act, effective August 13, 1992 are effective in Colorado under this rule, provided as follows:

Any solicitation of interest document, as described in Rule 254 of Regulation-A, to be published or delivered to any person in this state under Regulation-A must be filed with the Commissioner no later than the time of its first publication or delivery in this state. Such filing is a condition to the use of this exemption.

Any solicitation of interest document, as described in Rule 254 of Regulation-A, published or delivered to any person in this state must contain, in addition to the other statements required in Rule 254 of Regulation-A, the additional statement in prominent form:

This information is distributed under SEC Regulation-A and has been filed with the SEC and the Colorado Securities Division. Neither the SEC nor the Securities Division has reviewed or approved its form or content.

A copy of the offering statement, as described in Rule 252 of Regulation-A, filed with the SEC must be filed simultaneously with the Commissioner together with a notice of exemption in the form prescribed by the Commissioner and the prescribed fee, as provided in Rule 51-3.7.

A copy of the offering statement qualified by the SEC must be filed with Commissioner no later than five (5) days after the first sale is made in this state.

Partial List of Forms