securities act of 1933 section 8

(May 27, 1933, ch. Although Universalscience was not officially incorporated until November of 1999, Perez created a Universalscience website which initially appeared on the Internet on May 2, 1999. a + +registration statement relating to these securities has been filed with the + +securities and exchange commission. 12 CV 4081. The Commission instituted four cease-and-desist proceedings relating to the issuance of "free" stock on July 21, 1999. Sec. Although Perez testified that Universalscience received no monetary consideration from the sale of Universalscience shares, Universalscience was offering to sell shares over the Internet, an instrument of interstate commerce, without a registration statement having been filed. The rest of his working time is spent assisting his father as an electrician. 1986, Yale University; J.D. This registration statement shall hereafter become effective in accordance with the provisions of section 8 (a) of the Securities Act of 1933. 0000001735 00000 n The Securities and Exchange Commission (“Commission”) deems it appropriate and in FRAUDULENT INTERSTATE TRANSACTIONS SEC. Section 8A also allows the SEC to issue orders to issuers to cease and desist from certain activities, and bar officers and directors who have violated the Securities Act's anti-fraud provisions. 0000001012 00000 n Section 5(c) of the Securities Act, in part, prohibits the use of jurisdictional means to offer to sell securities unless a registration statement has been filed. 74.) 17 SECURITIES ACT OF 1933 56 AMENDMENTS 1998 — Pub. Universalscience has not registered any of these securities with the Commission, nor has it filed a Form D claiming an exemption from registration. 131 0 obj <>stream 7701 (July 21, 1999). Release No. This overview will detail the important provisions of the Securities Act. 114 0 obj <> endobj 11. 3-18304 In the Matter of MUNCHEE INC. , Respondent. Section 2 – Definitions. In view of the objective of these rules and the policies underlying the Act, Regulation S is not available with respect to any transaction or series of transactions that, although in technical compliance with these rules, is part … L. 105-353 not to af-fect or apply to any action commenced before and pending on Nov. 3, 1998, see section 101(c) of Pub. The "free" stock distribution also enhanced Perez's objectives of increasing traffic to the Universalscience web site in order to increase potential advertising revenues. Information Required in Registration Statement. 0 The Securities and Exchange Commission (“Commission”) … Any notice required under this section shall be sent to or served on the issuer, or, in case of a foreign government or political subdivision thereof, to or on the underwriter, or, in the case of a foreign or Territorial person, to or on its duly authorized representative in the United States named in the registration statement, properly directed in each case of telegraphic notice to the address given in … EFFECTIVE DATE OF 1998 AMENDMENT Amendments by section 101 of Pub. SEC. See also SEC v. Harwyn Industries Corp., 326 F. Supp. 768; 54 Stat. The most important feature of the act is the requirement that all securities be registered or fall within an exemption from registration. 79), effective May 27, 1933, as amended by section 301 of title III of the Act of August 22, 1940 (Pub. §§ 77k, 77l, 77o (2012). Section 3(a)(10) of the Securities Act of 1933 (1933 Act) 1 . This title may be cited as the ‘‘Securities Act of 1933’’. [Source: Section 8 of title I of the Act of May 27, 1933 (Pub. 0000002244 00000 n xref In addition to publicizing the Universalscience "program," the "free" stock give away generated interest in the planned direct public offering; such increased interest obviously would benefit Universalscience and Perez. Universalscience describes itself on its website as the leading consumer community on the Internet and offers a program in which subscribers are paid to "surf" the net. Sec. Sec. 1, 48 Stat. file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8… Sec. endstream endobj 115 0 obj <> endobj 116 0 obj <>/ProcSet[/PDF/Text]/ExtGState<>>>/Type/Page>> endobj 117 0 obj <> endobj 118 0 obj <> endobj 119 0 obj <> endobj 120 0 obj <>stream https://legal-dictionary.thefreedictionary.com/Securities+Act+of+1933 L. No. TO SECTION 8A OF THE SECURITIES ACT OF 1933 AND SECTION 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS AND A CEASE - AND-DESIST ORDER I. that the truth about securities be told is ineffective unless the penalties are so severe as to make it improvident not to tell it. Accordingly, IT IS HEREBY ORDERED that said proceedings be, and hereby are, instituted. 1997). 0000005361 00000 n Perez, age 26 and a resident of Miami, Florida, is listed on the Articles of Incorporation as the President and Chief Executive Officer of Universalscience. - ----- ===== +++++ +information contained herein is subject to completion or amendment. startxref Section 7 — Information required in registration statement. In anticipation of the institution of these administrative proceedings, respondents Universalscience and Perez have submitted Offers of Settlement ("Offers"), which the Commission has determined to accept. ]�ؔ=��eH� ��z`Բ��^u��Z�*��D2��س�@'�M�*�ﮯ�pw��;N��q��G� �4e,�I��q�!n�'�O:m�YNk�X��{N�a��\P��,��D?H�1��x��Epgܣ�!�Ѡ��3�� 'C6�x�1׾^m��d��%��ZXn^��x��ծs��`��|��=~��H~�J�a �Z�/��P�DO��I°'��}�O�� =}��|��;��"F��@�Llڵ��g��10o�[u��F��I?��-a�٧�߁��Q��0��2*�d-�'�d�o�\��%�p^�_�Kz��*� �L-O6"zF�ER鹅��?��n� �t?�>�E�t}��8٬�I�Gi3 section 8(a) of the securities act of 1933 or until the registration statement . %PDF-1.4 %�� 7. 7700 (July 21, 1999); In the Matter of Web Works Marketing.com, Inc. and Trace D. Cornell, Securities Act Release No. Section 5(a) of the Securities Act prohibits the sale of securities or the delivery of securities after a sale through jurisdictional means unless a registration statement is in effect as to the securities or the transactions are exempt from registration. In the Matter of Wowauction.com Inc. and Steven Michael Gaddis, Securities Act Release No. 77c(a)(8)) any insurance or endowment policy or annuity contract or optional annuity contract— Securities Act of 1933 Release No. - ----- Sec. See, e.g., Capital General Corporation, 54 SEC Docket 1714, 1728-29 (July 23, 1993) (Capital General's "gifting" of securities constituted a sale because it was a disposition for value, the "value" arising "by virtue of the creation of a public market for the issuer's securities.") 0000021660 00000 n The Securities and Exchange Commission (“Commission”) deems it appropriate that Such an offer of unregistered shares over the Internet clearly constituted a violation of Section 5(c) of the Securities Act. The Securities Act of 1933, also known as the 1933 Act, the Securities Act, the Truth in Securities Act, the Federal Securities Act, and the '33 Act, was enacted by the United States Congress on May 27, 1933, during the Great Depression and after the stock market crash of 1929. 5. 2. Universalscience and Perez benefited from the "free" stock distribution because it attracted additional people to the web site. In addition, Universalscience has not registered the securities in any state, nor has it delivered the requisite disclosure documents. Securities Act of 1933, 15 U.S.C. Securities Act of 1933 means the Securities Act of 1933 as in force at the date as of which this Indenture was originally executed, including the rules and regulations promulgated thereunder; provided that in the event the Securities Act of 1933 is amended after such date, such amendment shall be included in this definition to the extent required by law. Moreover, the offering of 1,000 shares of stock to the first 10,000 applicants at one dollar per share exceeded the $1 million limit in Rule 504. 10. Like most questions of law the problem reduces itself to one of degree. 2. 10843 / september 18, 2020 administrative proceeding file no. ��:��"͘��Y��s�L�135�e��iMD��(%��hzMB�h&JEih2z�b��hR�8��4��A��MR�T�b��G��:Eݪ�S�f��F��y�}��y�%��vp�ȋZ \�D�[r��[|{�\�Lb��I��Y�iH Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission or in which the Commission is a party, and without admitting or denying the findings herein, except that they admit the jurisdiction of the Commission over them and over the subject matter of these proceedings, Universalscience and Perez consent to the issuance by the Commission of this Order Instituting Public Administrative Proceedings Pursuant to Section 8A of the Securities Act, Making Findings and Issuing a Cease-and-Desist Order (the "Order"). 0000005046 00000 n 0000001301 00000 n 1. 0000013729 00000 n 0000001078 00000 n 8 They brought claims under sections 11, 12, and 15 of the Securities Act of 1933. Rule 504 limits the circumstances where general solicitation is permitted to transactions (1) registered under state law requiring public filing and delivery of a disclosure document to investors before sale, or (2) exempted under state law permitting general solicitation and advertising so long as sales are made only to accredited investors. 22; 48 Stat. Section 17(a)2 of the same act makes unlawful transactions involv-t B.A. ===== PART II INFORMATION NOT REQUIRED IN PROSPECTUS DEREGISTRATION OF 11 7/8% NOTES DUE 2003 The Registrant hereby deregisters $18.75 million principal amount of 11 7/8… L. No. Information Required in Prospectus. 0000013106 00000 n See Frankfurter, The Federal Securities Act: 11 (1933) 8(2) FORTUNE 53, 55. Civil Liabilities on Account of False Registration Statement. It is an integral part of United States securities regulation. Section 5 — Prohibitions relating to interstate commerce and the mails. 943 (S.D.N.Y. Universalscience represented on its web site that the company would give away 100 shares of "free" stock to each of the first 10,000 applicants who signed up to be Universalscience "members." shall become effective on such date as the commission, acting pursuant to said section 8(a), may determine. There is no exemption from the registration requirements of Section 5 available to Universalscience. The Commission shall treat as exempt securities described under section 3(a)(8) of the Securities Act of 1933 (15 U.S.C. trailer 3 . 9. L. 105-353. Section 2(a)(3) of the Securities Act defines "sale" or "sell" to "include every contract of sale or disposition of a security or interest in a security, for value." Cease-And-Desist Proceedings. 0000000656 00000 n The Universalscience web site further stated that these new "members" would have the right of first refusal for shares in a future initial public offering of Universalscience. �)�E$k��d�`6�Y`mX��Ł� `Rb 0 Perez is responsible for the content of the Universalscience web site. See Section 23 of the Act, making it unlawful to represent to any prospective pur- Section 6 — Registration of securities. 1971). �YFy��ն��4`�. 10445 / December 11, 2017 ADMINISTRATIVE PROCEEDING File No. 64 In the Matter of DRAYER-HANSON, INCORPORATED File No. (a) DEFINITIONS.—When used in this title, unless the SECURITIES ACT OF 1933 Release No. §230.504 (1999). In view of the foregoing, the Commission deems it appropriate to accept the Respondents' Offers of Settlement. Sec. 7702 (July 21, 1999); In the Matter of Joe Loofbourrow, Securities Act Release No. Taking Effect of Registration Statements and Amendments Thereto. pro-vides an exemption from the registration requirements of section 5 of the Act' when securities are issued in certain exchanges and an authorized body has approved the fairness of the terms and condi-tions of the exchange. OF THE SECURITIES ACT OF 1933: "PARTICIPATION" AND THE PERTINENT LEGISLATIVE MATERIALS Douglas E. Abrams* I. ��؀��liX�RR�gRAI��4��R��1�I��}��U{��"y�J�t�An�� H��h Eventually, over 4,000 individuals signed up for the "free" stock offering. It offered and sold securities nationwide over the Internet without making any of the requisite state filings or disclosures and it did not limit sales to accredited investors. 0000000016 00000 n Thus, a gift of stock is a "sale" within the meaning of the Securities Act when the purpose of the "gift" is to advance the donor's economic objectives rather than to make a gift for simple reasons of generosity. Additionally, each of these applicants would then be eligible to purchase an additional 1,000 shares at $1.00 per share. x�b```�K,�)��A��%��5�Z�9*2-cq�#j�kPr��1�)�u�I/�H��^�}|:�;�h�f�`�!�"�@ɠ��[�v�0� (a) It shall be … See Complaint at ¶ 2, Brian Roffe Profit Sharing Plan, No. Perez resigned his position with the U. S. Postal Service in January of 1999 and now spends approximately half his working time on Universalscience. File No. Showing 1 post in Section 8(a) of the Securities Act of 1933. Sec. Universalscience made use of the jurisdictional means for the offer and sale of these securities because the stock offerings were made over the Internet, an instrument of interstate commerce. Section 11 of the Securities Act of 1933 ("1933 Act")' applies only to errors in the registration statement or prospectus; because this was a sale in the secondary market, no prospectus was needed. statement shall thereafter become effective in accordance with section 8(a) of the securities act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to said section 8(a), may determine. The Act begins at § 77a. 0000013613 00000 n 0000002973 00000 n It is around this mat-4. SECTION 8 A OF THE SECURITIES ACT OF 1933 AND SECTIONS 15(b) AND 21C OF THE S ECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS AND A CEASE-AND-DESIST ORDER AND NOTICE OF HEARING I. It requires every offer or sale of securities … Universalscience has not satisfied either of these criteria. ACCORDINGLY, IT IS ORDERED, pursuant to Section 8A of the Securities Act of 1933, that Universalscience.com, Inc. cease and desist from committing, and that Perez cease and desist from committing or causing, any violation and any future violation of Sections 5 (a) and 5 (c) of the Securities Act. Section 8 — Taking effect of registration statements and amendments thereto 2-6670 Securities Act of 1933 Section 8 (e) INTRODUCTION This is a report on the results of our investigation, pursuant to the authority conferred upon us by Section 8 (e) of the Securities Act of 1933, to 6. The Securities and Exchange Commission ("Commission") deems it appropriate that public administrative proceedings pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") be, and they hereby are, instituted against Universalscience.com, Inc. ("Universalscience") and Rene Perez ("Perez"). 857), effective August 22, 1940] CEASE-AND-DESIST PROCEEDINGS. 0000019493 00000 n The following rules relate solely to the application of Section 5 of the Securities Act of 1933 (the Act) [15 U.S.C. DEFINITIONS . 3-10266, UNIVERSALSCIENCE.COM, INC. and RENE PEREZRespondents. Sec. 38, title I, Sec. 3-20021 order fixing time and place of public hearings and instituting administrative proceedings pursuant to section 8(d) of the securities act of 1933 respondent. 1. Sec. section 8(a) of the securities act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to said section 8(a), may determine. L. 105-353 amended section catchline and text generally. The plaintiffs asserted that Facebook, Inc.’s registration … 114 18 The Securities and Exchange Commission (“Commission”) deems it appropriate and in the public interest that public administrative and cease-and-desist proceedings be, and hereby … Perez is the majority stockholder. x�]U PT��˾}w� ��x+�潧��?H��6��~�� The Securities Act of 1933 (the “Securities Act”) is the cornerstone to the regulation of securities in the United States. As used in this paragraph the term ‘‘trust’’ Moreover, Universalscience did not limit its stock offerings to only accredited investors. SECURITIES ACT OF 1933. %%EOF (2) The term ‘‘person’’ means an individual, a corporation, a partnership, an association, a joint-stock company, a trust, any unincorporated organization, or a government or political subdivision thereof. 77e] and not to antifraud or other provisions of the federal securities laws. 160, 173 (S.D.N.Y. Y�(��vR��a�M5��(@��(��$��1jFM'͐N��kM��^��]�Iwg�ν��s��;�y�BLR�TK�3��'Ŏ2�5���i��2�^k)n�ֺ��(Q��MQ��jo�\rh:L��X87��Z��v��\{]��jm�Kz�"Y��!eZ��V��鲮sJ��vG��Q�ZR$)��FZ��;��V��@O�8��)�I.�d]��Z�ۤ��Z��*e�He��v�TE�;��*KU��q � ��oZƾ��G肚�ρ��˗��(��s�W%�.q�0 Lo�R�Tl\��" Similarly, this matter involves the offer of "free" unregistered stock in violation of Sections 5(a) and (c) of the Securities Act. securities and exchange commission securities act of 1933 release no. In addition, the Universalscience offer of shares at $1 per share also violated the Securities Act. On the basis of this Order and of the Offers of Settlement of Universalscience and Perez, the Commission makes the following findings: Universalscience is a Florida corporation which was incorporated on November 2, 1999. Sec. 2 SECURITIES ACT OF 1933 2 antee of, or warrant or right to subscribe to or purchase, any of the foregoing. Time To Use Rule 473(b) and Remove the Section 8(a) Delaying Amendment from Your Registration Statement. 15 USC § 77k (1988). Registration of Securities and Signing of Registration Statement. <]>> 8A. Based on the foregoing, the Commission finds that Universalscience and Perez committed violations of Sections 5(a) and 5(c) of the Securities Act, and that Perez caused Universalscience's violations. Section 8A of the Securities Act of 1933 , Section s 15(b) and 21C of the Securities Exchange Act of 1934 , and Section 9(b) of the Investment Company Act of 1940 , Making Findings , and Imposing Rem edial Sanctions and a Cease -And -Desist Order ³2UGHU´ D VV HWI RUWKE HORZ 8A. Section 8 -- Taking Effect of Registration Statements and Amendments Thereto Section 8A -- Cease-and-Desist Proceedings Section 9 -- Court Review of Orders Section 10 -- Information Required in Prospectus Section 11 -- Civil Liabilities on Account of False Registration Statement 8. In each of these proceedings, the Commission found that the issuance of "free" stock constituted violations of Sections 5(a) and 5(c) of the Securities Act. SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. Posted on January 10, 2019 by Spencer G. Feldman. 7879 / August 8, 2000, ADMINISTRATIVE PROCEEDING American Library Ass'n v. Pataki, 969 F. Supp. Additionally, the SEC can seek civil penalties under Section 20(d) if a party violated the Securities Act, an SEC rule , or a cease-and-desist order. i. (c) An amendment pursuant to paragraph (a) of this section which is filed with a registration statement shall be set forth on the facing page thereof following the calculation of the registration fee. ACCORDINGLY, IT IS ORDERED, pursuant to Section 8A of the Securities Act of 1933, that Universalscience.com, Inc. cease and desist from committing, and that Perez cease and desist from committing or causing, any violation and any future violation of Sections 5(a) and 5(c) of the Securities Act.

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