A. It is unlawful for any person to make a take-over offer or to acquire any equity securities pursuant to the offer, unless the offer is effective under the provisions of this act. A take-over offer is effective when the offeror files with the Administrator a registration statement containing the information prescribed in subsection F of this section. The offeror shall deliver a copy of the registration statement by certified mail to the target company at its principal office and publicly disclose the material terms of the proposed offer, not later than the date of filing of the registration statement. Public disclosure shall require, at a minimum, that a copy of the registration statement be supplied to all broker-dealers maintaining an office in this state currently quoting the security.
B. The registration statement shall be filed on forms prescribed by the Administrator of the Department of Securities, shall be accompanied by a consent by the offeror to service of process and the filing fees specified in Section 8 of this act and shall contain the following information:
1. All of the information specified in subsection F of this section;
2. Two (2) copies of all solicitation materials intended to be used in the take-over offer in the form proposed to be published or sent or delivered to offerees;
3. If the offeror is other than a natural person, the following information shall be included:
If a take-over offer is subject to Section 14(d) of the Securities Exchange Act of 1934, the form and content of the registration statement shall include the same as the form and content of any such statement and amendments required to be filed with the United States Securities and Exchange Commission. If the statement and amendments filed with the United States Securities and Exchange Commission provide the information required to be disclosed by this act, the filing of same with the Administrator shall satisfy the requirement for the filing of a registration statement under this section. The offeror must comply with all other requirements of this section.
C. Registration is not deemed approval by the Administrator and any representation to the contrary is unlawful.
D. Within three (3) calendar days of the date of filing of the registration statement, the Administrator may by order summarily suspend the effectiveness of the take-over offer if the Administrator determines that the registration statement does not contain all of the information specified in subsection F of this section or that the take-over offer materials provided to offerees do not provide full disclosure to offerees of all material information concerning the take-over offer. The suspension shall remain in effect only until the determination following a hearing held pursuant to subsection E of this section.
E. A hearing shall be scheduled by the Administrator with respect to each suspension under this section and shall be held within ten (10) calendar days of the date of the suspension. The Oklahoma Administrative Procedures Act, Section 301 et seq. of Title 75 of the Oklahoma Statutes, and the administrative procedures of the Oklahoma Securities Commission and Department of Securities shall not apply to the hearing. The Administrator's determination made following the hearing shall be made within three (3) calendar days after such hearing has been completed, but not more than sixteen (16) calendar days after the date of the suspension. The Administrator may prescribe different time limits than those specified in this subsection by rule or order. If, based upon the hearing, the Administrator finds that the take-over offer fails to provide for full and fair disclosure to offerees of all material information concerning the offer, or that the take-over offer is in material violation of any provision of this act, the Administrator shall permanently suspend the effectiveness of the take-over offer, subject to the right of the offeror to correct disclosure and other deficiencies identified by the Administrator and to reinstitute the take-over offer by filing a new or amended registration statement pursuant to Section 3 of this act.
F. The form required to be filed by paragraph 1 of subsection B of this section shall contain the following information:
1. The identity and background of all persons on whose behalf the acquisition of any equity security of the issuer has been or is to be affected;
2. The source and amount of funds or other consideration used or to be used in acquiring any equity security, including if applicable:
3. If the purpose of the acquisition is to gain control of the target company:
4. The number of shares of any equity security of the issuer owned beneficially by the person and any affiliate or associate of the person, together with the name and address of each affiliate or associate; and
5. The material terms of any contract, arrangement or understanding with any other person with respect to the equity securities of the issuer whereby the person filing the statement has or will acquire any interest in additional equity securities of the issuer, or is or will be obligated to transfer any interest in the equity securities to another.
Added by Laws 1985, c. 285, § 3, emerg. eff. July 22, 1985.
Structure Oklahoma Statutes
§71-1-103. References to federal statutes.
§71-1-104. References to federal agencies.
§71-1-105. Electronic records and signatures.
§71-1-202. Exempt transactions.
§71-1-203. Additional exemptions and waivers.
§71-1-204. Denial, suspension of application, revocation, condition, or limitation of exemptions.
§71-1-301. Securities registration requirement.
§71-1-302. Federal covered security – Notice filing.
§71-1-303. Securities registration by coordination.
§71-1-304. Securities registration by qualification.
§71-1-305. Registration filings.
§71-1-306. Denial, suspension, or revocation of effectiveness of registration statement.
§71-1-307. Waiver or modification.
§71-1-308. Investment certificate issuers - Registration requirements.
§71-1-401. Broker-dealer registration requirement and exemptions.
§71-1-402. Agent registration requirement and exemptions.
§71-1-403. Investment adviser registration requirement and exemptions.
§71-1-404. Investment adviser representative registration requirement and exemptions.
§71-1-405. Federal covered investment adviser registration requirement and exemptions.
§71-1-406. Registration application - Time of becoming effective.
§71-1-407. Succession and change in registration of broker-dealer or investment adviser.
§71-1-410. Postregistration requirements.
§71-1-502. Prohibited conduct in providing investment advice.
§71-1-503. Evidentiary burden.
§71-1-504. Filing of sales and advertising literature.
§71-1-505. Misleading filings.
§71-1-506. Misrepresentations concerning registration or exemption.
§71-1-507. Qualified immunity.
§71-1-508. Violations - Criminal penalties - Administrative fines.
§71-1-602. Investigations and subpoenas.
§71-1-604. Administrative enforcement.
§71-1-605. Rules, forms, orders, interpretative opinions, and hearings.
§71-1-606. Administrative files and opinions.
§71-1-607. Public records - Confidentiality.
§71-1-608. Uniformity and cooperation with other agencies.
§71-1-609. Commission review of order - Judicial review.
§71-1-611. Service of process.
§71-1-613. Availability of data for supervision of personnel - Sharing of data - Confidentiality.
§71-1-701. Application of act to existing proceedings and rights.
§71-416. Statutory procedure must be followed.
§71-417. Discrimination prohibited.
§71-418. Copies of information to be filed with certain regulatory bodies.
§71-419. Liabilities, remedies and penalties.
§71-420. Rules and regulations.
§71-454. Solicitation materials - Filing - Prohibited use.
§71-455. Fraudulent, deceptive and manipulative acts prohibited.
§71-456. Actions of offeror - Limitations.
§71-457. Powers of Administrator - Rules and forms - Exemptions from act.
§71-459. Violations - Cease and desist orders - Injunctions.
§71-460. Violations - Penalty - Evidence.
§71-461. Liability of offeror - Rights and remedies of seller.
§71-462. Application of provisions of Oklahoma Securities Act.
§71-621. Registration - Violations.
§71-623. Additional exemptions.
§71-625. Application for registration.
§71-626. Public offering statements - Contents - Violations - Uses.
§71-627. Orders - Application for registration - Filing of documents and information.
§71-628. Denial of effectiveness to, suspension or revocation of effectiveness of registration.
§71-631. License required - Exemption.
§71-633. Records - Copies - Inspection - Rules.
§71-642. Liens and encumbrances.
§71-643. Contracts - Voiding - Rescinding - Revoking.
§71-644. Notice to purchaser - Signatures - Rescission of contract.
§71-651. Administration of Code - Personal use of information - Privileges and immunities.
§71-654. Fraud - Filing of documents and information.
§71-655. Presumptions - Fraud - Violations.
§71-656. Power and duties of Administrator.
§71-657. Injunctions - Intervention in suits involving subdivided land.
§71-658. Violation of Code - Fine.
§71-659. Liability to purchaser - Persons liable - Limitation of actions.
§71-660. Summary prohibition of offers or dispositions.
§71-662. Rules, forms and orders - Making, amending or rescinding - Exemption from liability.
§71-663. Filing of documents - Register - Inspection - Copies - Interpretative opinions.
§71-664. Consent to service of process - Service.
§71-665. Dispositions and offers - Application of law - Acceptance.
§71-666. Liens and encumbrances.
§71-804. Denial or revocation of exemption - Orders and violation thereof.
§71-805. Burden of proving exemption.
§71-806. Certain sales unlawful.
§71-807. Registration procedure.
§71-809. Contracts or agreements required - Contents.
§71-810. Suspension or revocation of registration - Grounds - Procedure.
§71-811. Minimum net worth requirement.
§71-812. Administration of act - Use of disclosure of information.
§71-813. Investigations and proceedings - Powers and duties of Administrator.
§71-814. Violation of act - Orders - Penalties.
§71-816. Rules, forms and orders - Making, amending and rescinding.
§71-819. Fraud or deceit unlawful.
§71-820. False or misleading statements unlawful.
§71-821. Conclusiveness of filed document.
§71-822. Misleading advertising unlawful.
§71-823. Violations - Penalty - Criminal prosecutions.
§71-824. Violations - Civil actions.
§71-825. Aiding and abetting violation.
§71-828. Oklahoma Securities Act - Application.
§71-829. Fees and charges - Deposits.
§71-903. Rules governing registration in beneficiary form.
§71-905. Origination of registration in beneficiary form.
§71-906. Form of registration.
§71-907. Effect of registration.
§71-908. Ownership on death - Rights of creditors.
§71-909. Protections for registering entity.
§71-910. Nonprobate transfer - Liability of transferees.