Prospectus

PURPOSE: This rule prescribes the preparation and use of a disclosure document in the offer or sale of registered securities. (1) Each registration statement shall include at least two (2) copies of the prospectus to be used in the proposed securities offering. (2) Form and Content. The prospectus shall be prepared using the following forms and shall contain the information specified in the forms, together with any additional information the Securities Division may require— (A) Registration by Coordination. The prospectus for a securities registration by coordination under section 409.3-303, RSMo shall be prepared using the forms required under the Securities Act of 1933. (B) Registration by Qualification. 1. Other than small company offering registrations, the prospectus for a securities registration by qualification under section 409.3-304, RSMo shall be prepared using the following forms: A. Missouri form SR-1, Form of Prospectus for Registration of Securities by Qualification (available from the Securities Division upon request); or B. Any applicable form under the Securities Act of 1933 that substantially comports with the requirements of form SR-1. 2. For small company offering registrations pursuant to 15 CSR 30-52.275, the prospectus to be used shall be form U-7, as adopted and revised by North American Securities Administrators Association, Inc. (NASAA) in September 1999. (3) Delivery of Prospectus. As a condition of registration, an applicant shall comply with the following: (A) A person offering or selling a security under a registration by qualification, other than through a broker-dealer, shall deliver a copy of the final prospectus to each prospective purchaser before the confirmation of a sale made by or for the account of the person. Each subscription agreement shall contain a statement by the purchaser that the purchaser has received a copy of the prospectus; and (B) A person offering or selling a security under a registration by coordination shall deliver a copy of the prospectus as required by the Securities Act of 1933. (4) Each prospectus must be typed and clearly legible. AUTHORITY: sections 409.3-303, 409.3304, 409.3-305, 409.3-307, 409.5-501 and 409.6-605, RSMo Supp. 2003.* Original rule filed June 25, 1968, effective Aug. 1, 1968. Amended: Filed May 21, 1969, effective Aug. 1, 1969. Amended: Filed July 21, 1972, effective Aug. 1, 1972. Amended: Filed Nov. 15, 1974, effective Nov. 25, 1974. Amended: Filed Aug. 11, 1978, effective Feb. 11, 1979. Rescinded and readopted: Filed Aug. 30, 2002, effective Feb. 28, 2003. Emergency amendment filed Aug. 25, 2003, effective Sept. 12, 2003, expired March 9, 2004. Amended: Filed Aug. 25, 2003, effective Feb. 29, 2004. *Original authority: 404.3-303, RSMo 2003, 409.3-304, RSMo 2003; 409.3-305, RSMo 2003; 409.3-307, RSMo 2003; 409.5-501, RSMo 2003; 409.6-605, RSMo 2003.