Department Of Corporation Use Only Form printable pdf download

(4)

A statement regarding the respect in which the liability under Section 25503 of the Code arose, including

he following:

(a)

Identification of the transaction involved, including the date, a complete description of the security

sold and the nature and amount of consideration given therefor.

(b)

Identification of the parties to the transaction involved, including:

(i)

The seller of the security;

(ii)

Every person who directly or indirectly controls the seller;

(iii)

Every partner in the seller firm;

(iv)

Every principal executive officer or director of a seller corporation;

(v)

Every person occupying a similar status or performing similar functions;

(vi)

Every employee of any of the foregoing who has materially aided in the transaction;

(vi)

Every broker-dealer or agent who has materially aided in the transaction.

(c)

Identification of the specific section of the Corporate Securities Law of 1968 which may have

been violated. In this connection, the offer need not contain an admission or acknowledgment

that a violation has occurred or that liability has been incurred. All that is required is a statement

that liability under the particular section may have arisen.

(d)

An explanation of the scope of the liability which may have been incurred, and a statement that

this liability is being terminated by the offer.

(5)

If the offer is to repurchase the security for cash, the offer should set forth the following:

(a)

The amount to be paid as a monetary sum and that interest will be paid thereon at 7% per

annum, from the date of the transaction (specifying such date). If the amount to be paid is not

equal to the value of the consideration paid for the security by the offeree (because of income

paid thereon or because the security was sold by the offeree), the method by which the amount

to be paid was determined should be set forth, showing all adjustments, if any, by reason of

dividends, distributions, assessments or otherwise. Assessments on the security paid by the

offeree shall be included as a part of the purchase price paid and as a part of the value of the

consideration received by the seller.

(b)

If the consideration paid for the securities was other than monetary (such as services or

property), the repurchase offer must set a cash value for the services or property and state the

method by which such valuation was determined.

(c)

A statement that payment will be made immediately upon delivery of the security, or, if no

certificates were issued or if the offeree no longer owns the security, that payment will be made

immediately upon delivery of acceptance of the offer. The offer should set forth reasonable

provisions regarding the manner of acceptance, including the name and address of the party to

whom acceptance and tender is to be made.

(6)

If rescission is offered, the offer shall set forth in detail the terms and conditions thereof, including:

(a)

All of the undertakings required to be performed by the offeror and offeree, to place the parties

back in the same position as before the transaction.

(b)

If rescission is contingent upon undertakings by parties other than offeror or offeree, a detailed

statement as to such undertakings.

(c)

The time within which such undertakings are to be performed, which shall be a reasonable time,

and the date or event from which such time begins to run.

Department Of Corporation Use Only Form

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