September 7, 2012
I am requesting a clarification in the definition of the terms: General Solicitation and General Advertising
A general announcement of the same information that is already public information as contained with the the SEC form D should not be confused as being General Solicitation or General Advertising.
As stated in the Arizona Securities code the following should also be allowed outside the guidelines of General Solicitation and/or General Advertising:
A general announcement of the proposed offering may be made by any means, but shall include only the following information, unless additional information is specifically permitted in writing by the Director:
1. The name, address, and telephone number of the issuer
2. The name, a brief description, and price, if known, of any security to be issued
3. A brief description of the issuer's business
4. The type, number, and aggregate amount of securities being offered
5. The name, address, and telephone number of the person to contact for additional information and
6. A statement that discloses all of the following terms and conditions:
a. Sales will only be made to qualified purchasers.
b. No money or other consideration is being solicited or will be accepted in connection with the general announcement.
c. The securities are not registered with or approved by any state securities agency or the SEC and are offered and sold pursuant to an exemption from registration.
d. The general announcement does not constitute an offer to sell, nor a solicitation of an offer to buy, the securities described in the announcement. Such an offer can be made only by means of a prospectus, offering memorandum, subscription document, or other offering documents pursuant to R14-4-139.
Sincerely,
Kent Hayek