Idaho State Statutes - Idaho Attorney Directory

(a) Registration
permitted. A security may be registered by qualification under this section.
(b) Required records. A registration statement under this section must
contain the information or records specified in section 30-14-305, Idaho Code,
a consent to service of process complying with section 30-14-611, Idaho Code,
and, if required by rule adopted under this chapter, the following information
or records unless waived by the administrator for good cause shown:
(1) With respect to the issuer and any significant subsidiary, its name,
address, and form of organization; the state or foreign jurisdiction and
date of its organization; the general character and location of its
business; a description of its physical properties and equipment; and a
statement of the general competitive conditions in the industry or
business in which it is or will be engaged;
(2) With respect to each director and officer of the issuer, and other
person having a similar status or performing similar functions, the
person's name, address, and principal occupation for the previous five (5)
years; the amount of securities of the issuer held by the person as of the
thirtieth day before the filing of the registration statement; the amount
of the securities covered by the registration statement to which the
person has indicated an intention to subscribe; and a description of any
material interest of the person in any material transaction with the
issuer or a significant subsidiary effected within the previous three (3)
years or proposed to be effected;
(3) With respect to persons covered by paragraph (2) of this subsection,
the aggregate sum of the remuneration paid to those persons during the
previous twelve (12) months and estimated to be paid during the next
twelve (12) months, directly or indirectly, by the issuer, and all
predecessors, parents, subsidiaries and affiliates of the issuer;
(4) With respect to a person owning of record or owning beneficially, if
known, ten percent (10%) or more of the outstanding shares of any class of
equity security of the issuer, the information specified in paragraph (2)
of this subsection other than the person's occupation;
(5) With respect to a promoter, if the issuer was organized within the
previous three (3) years, the information or records specified in
paragraph (2) of this subsection, any amount paid to the promoter within
that period or intended to be paid to the promoter, and the consideration
for the payment;
(6) With respect to a person on whose behalf any part of the offering is
to be made in a nonissuer distribution, the person's name and address; the
amount of securities of the issuer held by the person as of the date of
the filing of the registration statement; a description of any material
interest of the person in any material transaction with the issuer or any
significant subsidiary effected within the previous three (3) years or
proposed to be effected; and a statement of the reasons for making the
offering;
(7) The capitalization and long-term debt, on both a current and pro
forma basis, of the issuer and any significant subsidiary, including a
description of each security outstanding or being registered or otherwise
offered, and a statement of the amount and kind of consideration, whether
in the form of cash, physical assets, services, patents, goodwill, or
anything else of value, for which the issuer or any subsidiary has issued
its securities within the previous two (2) years or is obligated to issue
its securities;
(8) The kind and amount of securities to be offered; the proposed
offering price or the method by which it is to be computed; any variation
at which a proportion of the offering is to be made to a person or class
of persons other than the underwriters, with a specification of the person
or class; the basis on which the offering is to be made if otherwise than
for cash; the estimated aggregate underwriting and selling discounts or
commissions and finders' fees, including separately cash, securities,
contracts, or anything else of value to accrue to the underwriters or
finders in connection with the offering or, if the selling discounts or
commissions are variable, the basis of determining them and their maximum
and minimum amounts; the estimated amounts of other selling expenses,
including legal, engineering, and accounting charges; the name and address
of each underwriter and each recipient of a finder's fee; a copy of any
underwriting or selling group agreement under which the distribution is to
be made or the proposed form of any such agreement whose terms have not
yet been determined; and a description of the plan of distribution of any
securities that are to be offered otherwise than through an underwriter;
(9) The estimated monetary proceeds to be received by the issuer from the
offering; the purposes for which the proceeds are to be used by the
issuer; the estimated amount to be used for each purpose; the order or
priority in which the proceeds will be used for the purposes stated; the
amounts of any funds to be raised from other sources to achieve the
purposes stated; the sources of the funds; and, if a part of the proceeds
is to be used to acquire property, including goodwill, otherwise than in
the ordinary course of business, the names and addresses of the vendors,
the purchase price, the names of any persons that have received
commissions in connection with the acquisition, and the amounts of the
commissions and other expenses in connection with the acquisition,
including the cost of borrowing money to finance the acquisition;
(10) A description of any stock options or other security options
outstanding, or to be created in connection with the offering, and the
amount of those options held or to be held by each person required to be
named in paragraph (2), (4), (5), (6) or (8) of this subsection and by any
person that holds or will hold ten percent (10%) or more in the aggregate
of those options;
(11) The dates of, parties to, and general effect concisely stated of
each managerial or other material contract made or to be made otherwise
than in the ordinary course of business to be performed in whole or in
part at or after the filing of the registration statement or that was made
within the previous two (2) years, and a copy of the contract;
(12) A description of any pending litigation, action or proceeding to
which the issuer is a party and that materially affects its business or
assets, and any litigation, action or proceeding known to be contemplated
by governmental authorities;
(13) A copy of any prospectus, pamphlet, circular, form letter,
advertisement or other sales literature intended as of the effective date
to be used in connection with the offering and any solicitation of
interest used in compliance with section 30-14-202(17)(b), Idaho Code;
(14) A specimen or copy of the security being registered, unless the
security is uncertificated; a copy of the issuer's articles of
incorporation and bylaws or their substantial equivalents, in effect; and
a copy of any indenture or other instrument covering the security to be
registered;
(15) A signed or conformed copy of an opinion of counsel concerning the
legality of the security being registered, with an English translation if
it is in a language other than English, which states whether the security
when sold will be validly issued, fully paid, and nonassessable and, if a
debt security, a binding obligation of the issuer;
(16) A signed or conformed copy of a consent of any accountant, engineer,
appraiser or other person whose profession gives authority for a statement
made by the person, if the person is named as having prepared or certified
a report or valuation, other than an official record, that is public,
which is used in connection with the registration statement;
(17) A balance sheet of the issuer as of a date within four (4) months
before the filing of the registration statement; a statement of income and
a statement of cash flows for each of the three (3) fiscal years preceding
the date of the balance sheet and for any period between the close of the
immediately previous fiscal year and the date of the balance sheet, or for
the period of the issuer's and any predecessor's existence if less than
three (3) years; and, if any part of the proceeds of the offering is to be
applied to the purchase of a business, the financial statements that would
be required if that business were the registrant; and
(18) Any additional information or records required by a rule adopted or
an order issued under this chapter.
(c) Conditions for effectiveness of registration statement. A
registration statement under this section becomes effective thirty (30) days,
or any shorter period provided by a rule adopted or an order issued under this
chapter, after the date the registration statement or the last amendment other
than a price amendment is filed, if:
(1) A stop order is not in effect and a proceeding is not pending under
section 30-14-306, Idaho Code;
(2) The administrator has not issued an order under section 30-14-306,
Idaho Code, delaying effectiveness; and
(3) The applicant or registrant has not requested that effectiveness be
delayed.
(d) Delay of effectiveness of registration statement. The administrator
may delay effectiveness once for not more than ninety (90) days if the
administrator determines the registration statement is not complete in all
material respects and promptly notifies the applicant or registrant of that
determination. The administrator may also delay effectiveness for a further
period of not more than thirty (30) days if the administrator determines that
the delay is necessary or appropriate.
(e) Prospectus distribution may be required. A rule adopted or an order
issued under this chapter may require as a condition of registration under
this section that a prospectus containing a specified part of the information
or record specified in subsection (b) of this section be sent or given to each
person to which an offer is made, before or concurrently, with the earliest
of:
(1) The first offer made in a record to the person otherwise than by
means of a public advertisement, by or for the account of the issuer or
another person on whose behalf the offering is being made or by an
underwriter or broker-dealer that is offering part of an unsold allotment
or subscription taken by the person as a participant in the distribution;
(2) The confirmation of a sale made by or for the account of the person;
(3) Payment pursuant to such a sale; or
(4) Delivery of the security pursuant to such a sale.

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