Section R164-14-2p - Reorganization Exemption(A) Authority and purpose(1) The Division enacts this rule under authority granted by Subsection 61-1-14(2)(p) and Section 61- 1-24.(2) The rule sets forth the exclusive method of claiming the exemption contained in Subsection 61-1- 14(2)(p). The exemption is not self-executing.(B) Definitions (1) "Division" means the Division of Securities, Utah Department of Commerce.(2) "Exemption" means the exemption provided in Subsection 61-1-14(2)(p).(3) "SEC" means the United States Securities and Exchange Commission.(C) Filing Requirements Persons whose security holders are to consent, vote or resolve as to a transaction or series of transactions involving a merger, consolidation, reorganization, recapitalization, reclassification, or sale of assets may claim the exemption by filing with the Division, not less than ten business days prior to any necessary vote or action on any necessary consent or resolution, all of the following:
(1) the proxy or informational materials required by Paragraph (D);(2) NASAA Form U-2, Uniform Consent to Service of Process;(3) a fee as specified in the Division's fee schedule; and(4) other documents as the Division may request.(D) Proxy or informational materials The Proxy or informational materials to be filed with the Division pursuant to Subparagraph (C)(1) and distributed to all securities holders entitled to vote in the transaction or series of transactions shall be:
(1) the proxy or informational materials filed under Section 14(a) or (c) of the Securities Exchange Act of 1934 if any person involved in the transaction is required to file proxy or informational materials under Section 14(a) or (c) of the Securities Exchange Act of 1934 and has so filed;(2) the proxy or informational materials filed with the appropriate regulatory agency or official of its domiciliary state if any person involved in the transaction is an insurance company who is exempt from filing under Section 12(g)(2)(G) of the Securities Exchange Act of 1934; or(3) one manually signed Form 14-2p and the information specified in SEC Schedule 14A, Form S-4, or Form F-4 if all persons involved in the transaction are exempt from filing under Section 12(g)(1) of the Securities Exchange Act of 1934.(E) Transactions eligible for exemption For purposes of Subsection 61-1-14(2)(p)(i), "each person involved" includes each person whose securities are offered or sold to or purchased from the securities holders of such persons.
Utah Admin. Code R164-14-2p