Post-Effective Amendments and Notices to a Registration Statement

PURPOSE: This rule prescribes policies and procedures for amending a registration statement. (1) During the effective period of a registration statement, except as mentioned in section (2) below, the registrant shall notify the Securities Division within fifteen (15) business days of the following: (A) Any change to any of the documents contained in the registration statement on file with the Securities Division. (B) Any inaccurate, incorrect, or misleading statements contained in the registration statement. (C) Any material change relating to the issuer, offering or registration statement that includes, but is not limited to, the following: 1. Change in issuer’s address; 2. Change in issuer’s law firm or accounting firm; 3. Change in risk factors; 4. Change in the use of proceeds; 5. Change in the underwriting or plan of distribution; 6. Change in management or control or transactions with management; 7. Change in ownership of principal properties; 8. Acquisition, revaluation or disposition of principal assets; 9. Legal proceedings, other than in the ordinary course of business; 10. Defaults upon senior or subordinate securities; 11. Release of securities or funds from escrow or impoundment, or modification of escrow arrangements; 12. Issuance, purchase or exercise of options; 13. Increase or decrease in authorized securities; 14. Change in stock transfer agent; 15. Change in securities, amount offered, offering price, par value, stock dividends or splits, rights of shareholders or matters of vote by security holders; and 16. Change in financial condition or financial statements, including financial forecasts. (D) Any stop order, denial, order to show cause, suspension order, revocation order, consent order, cease and desist order, injunction, restraining order, or similar order entered or issued by any state, regulatory authority or court, regarding the applicant, registrant, issuer, their subsidiaries or affiliates. (E) Any request by the registrant or issuer to any other state or regulatory authority for permission to withdraw any application to register the securities covered by the registration statement or of any termination by the issuer of the offering in any state where the securities are registered. (F) Any other information requested by the Securities Division in connection with the offering or the registration statement. (2) For registrations by coordination, the registrant shall promptly forward to the commissioner all amendments and supplements to the registration statement within one (1) business day after these documents are filed with the U.S. Securities and Exchange Commission. (3) Enclosed with each amendment shall be a written cover letter that describes the material changes to the registration statement. Additionally, the amended prospectus shall be redlined or marked to reflect the changes. AUTHORITY: sections 409.3-303(b)(3) and (4), 409.3-304, 409.3-305, 409.3-306 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. Rescinded and readopted: Filed Aug. 30, 2002, effective Feb. 28, 2003. Emergency amendment filed Aug. 19, 2003, effective Sept. 12, 2003, expired March 9, 2004. Amended: Filed Aug. 22, 2003, effective Feb. 29, 2004. *Original authority: 409.3-303, RSMo 2003; 409.3-304, RSMo 2003; 409.3-305, RSMo 2003; 409.3-306, RSMo 2003, 409.6-605, RSMo 2003.