Exemptive Order Dated June 5, 2000

  •  

    STATE OF NEW HAMPSHIRE 

    Bureau of Securities Regulation 

    Department of State 

    In RE:                                                            )
                                                                            )
    TRANSFER OF SECURITIES                  )                       EXEMPTIVE ORDER 
    TO CONSULTANTS & ADVISORY         )                       PURSUANT TO 
    COMMITTEE MEMBERS                          )                       RSA 421-B:17, I(n)
                                                                            )
     

     

    WHEREAS, RSA 421-B:17, I (h) provides for an exemption from registration for "any interest in any employee's savings, stock purchase, pension, profit sharing or similar benefit plan.....so long as the issuer's board of directors has approved the plan and its primary purpose is to benefit employees rather than to raise capital", and 

    WHEREAS, the term "employees" referenced in RSA 421-B:17, I (h) has consistently been interpreted to mean only employees in the traditional sense of the word and does not include consultants and advisors, and 

    WHEREAS, the staff of the Bureau of Securities Regulation has received requests for an exemption from registration for certain securities to be transferred to consultants and advisors as compensation for their services, and 

    WHEREAS, said securities include restricted stock and stock options, and 

    WHEREAS, Rule 701 of the Securities and Exchange Commission (17 CFR 230.701 (c) (1) provides an exemption under Federal Law for sales of said securities, and 

    WHEREAS, RSA 421-B:17, I (n) provides an exemption for "any security designated by rule or order by the secretary of state after a finding that the designation is consistent with the purposes fairly intended by the policy and provisions" of RSA 421-B, and 

    WHEREAS, finding that the designation of securities as compensation for advisors and consultants for compensation purposes and not for the purpose of raising capital is consistent with the purposes fairly intended by the policy and procedures of the New Hampshire Uniform Securities Act, and 

    WHEREAS, finding it necessary and appropriate and in the public interest and consistent with the intent and purposes of the New Hampshire securities laws, it is hereby 

    ORDERED, that 

    (1)  Securities that are offered and sold pursuant to a grant of restricted common stock and stock options to consultants and advisors are hereby designated as exempt pursuant to RSA 421-B:17, I (n) provided that:
     
      a.

     
    the purpose of the offer and sale is for compensation to the advisor or consultant and not for the purpose of raising capital; and
     
      b.


     
    all restricted stock and stock option grants pursuant to this exemption shall be made in compliance with Rule 701 of the Securities Act of 1933; and
     
      c.



     
    any and all disclosure documentation provided to the consultants or advisors pursuant to Rule 701 is filed with the Bureau of Securities Regulation prior to any grant of restricted common stock and stock options pursuant to this exemption; and
     
      d.


     
    a verified copy of the stock option plan is filed with the Bureau of Securities Regulation prior to any grant of restricted common stock and stock options pursuant to this exemption.
     
    (2)  This exemption shall be effective upon filing the required documents with the Bureau of Securities Regulation.