NIN 98/03 - Respecification of Required Forms Under the Securities Act, Securities Regulation and Securities Rules [NIN - Rescinded]

Published Date:	1998-01-15
Effective Date:	1998-01-16

Effective January 16, 1998, the Executive Director is respecifying, in accordance with section 182 of the Securities Act, the forms referred to in the Index of Forms attached to this Notice for the purposes of the sections of the Securities Act, Securities Regulation, Securities Rules or Forms referred to in the index. The index also lists those sections of the Securities Act and Securities Rules which refer to a required form but for which no form has been specified. In addition, it lists those sections of the Securities Rules that refer to offering documents specified by the Executive Director.

Under NIN#97/21, the Executive Director has specified amendments to a number of required forms. The purpose of the amendments is to update section references to the current Securities Act, Securities Regulation and Securities Rules. The forms referred to in the Index of Forms attached to this Notice are the required forms as amended under NIN#97/21.

Specification Qualification

The specification, under section 182 of the Securities Act, of Forms 3, 4, 4B, 7Z, 12A, 12B, 14A, 14B, 28, 43, 43A and 43B, listed in the Index of Forms attached to this notice, is subject to the qualifications set out below:

(a) Personal Information Form

Form 4B is specified as the required form of personal information to be filed under section 90 of the Securities Act for:

(i) directors, officers, promoters and control persons (the "principals") of an issuer filing a prospectus subject to Local Policy Statement 3-02, at the time the issuer files a preliminary prospectus;

(ii) persons who become directors or officers of an exchange issuer or of an issuer that is a reporting issuer in British Columbia but in no other Canadian jurisdiction (a "B.C. issuer"), within 30 days of assuming the position; and

(iii) principals of a B.C. issuer at the time the B.C. issuer files a reactivation application under Local Policy Statement 3-35 or an offering document such as a preliminary prospectus or rights offering circular.

If the reactivation application or offering document is filed within three years of the principal’s latest filing of Form 4B, a statutory declaration may be filed, in lieu of Form 4B, that states either that there has been:

(i) no significant change in the contents of the principal’s latest Form 4B, or

(ii) a significant change in the contents of the principal’s latest Form 4B and discloses the nature of the change,

A "significant change" in the contents of a Form 4B refers to a change in the information disclosed in response to questions dealing with changes of name or business name, administration proceedings, offences, civil proceedings, bankruptcy and settlement agreements.

Directors and officers of B.C. issuers should advise the Executive Director by letter or by filing a copy of the Form 10 or Form 11 filed under the British Columbia Company Act where:

(i) there is a change in the capacity in which the directors or officers are acting,

(ii) the directors or officers cease to act in the capacity of director or officer, or

(iii) the directors or officers become a director or officer of an issuer not listed in response to question 7 of their latest Form 4B.

(b) Prospectus Forms

(i) Form 12A is specified as the required form of prospectus for a junior industrial issuer where, under Interim Local Policy Statement 3-17, the underwriter must obtain an assessment report, or would have been required to obtain an assessment report if the Executive Director had not waived the requirement.

(ii) Form 12B is specified as the required form of prospectus for a Qualifying Issuer (defined in LPS 3-02) that is an industrial issuer where the Qualifying Issuer intends to file an exchange offering prospectus with the Commission and the Vancouver Stock Exchange in accordance with LPS 3-02.

(iii) Form 14A is specified as the required form of prospectus for a natural resource issuer where, (1) the issuer intends to distribute the securities solely in British Columbia, or (2) the issuer intends to distribute the securities in British Columbia and does not meet the minimum listing requirements for the senior board of the Vancouver Stock Exchange. All other natural resource issuers are permitted to use Form 14A.

(iv) Form 14B is specified as the required form of prospectus for a Qualifying Issuer that is a natural resource issuer where the Qualifying Issuer intends to file an exchange offering prospectus with the Commission and the Vancouver Stock Exchange in accordance with LPS 3-02.

(c) Offering Memorandum

(i) Form 43 is specified as the required form of offering memorandum under section 133(1)(c) of the Securities Rules for all offerings of securities by issuers other than those permitted to use Forms 43A and 43B. To accommodate different requirements for offering memoranda in other Canadian jurisdictions, the disclosure required in Items 1, 5, and 8 and the form of certificate in Item 20 may be reworded to comply with the requirements of one or more of the uniform act provinces where the offering memorandum will be delivered to purchasers in those provinces. The substance of the disclosure and the certificate, however, must continue to meet the Form 43 standard.

(ii) Form 43A is specified as the required form of offering memorandum under sections 133(1)(c) of the Securities Rules for an offering of securities under the Federal and Provincial Immigrant Investor Program.

(iii) Form 43B is specified as the required form of offering memorandum under section 133(1)(c) of the Securities Rules for offerings of real estate securities as defined in NIN#96/36.

(d) Annual Filing of Reporting Issuer

Form 28 is specified as the required form under section 184(2) of the Securities Rules. In the case of a mutual fund in continuous distribution, this requirement may be met by the annual renewal of a prospectus or simplified prospectus and annual information form filed with and receipted by the Executive Director.

(e) Registration Forms

Where a dealer, underwriter or adviser is required to file a form 3 or 7Z, and has its principal place of business in Canada in a jurisdiction other than British Columbia, or is a member of an exchange or self regulatory body in Canada, the Executive Director will accept a corresponding form that is required by that jurisdiction, exchange or self regulatory body in place of the required form specified in this Notice.

Similarly, where an individual is required to file a form 4 or 7A and acts on behalf of a dealer, underwriter or adviser described in the previous paragraph, the Executive Director will accept a corresponding form that is required by the jurisdiction in which the dealer, underwriter or adviser has as its principal place of business, or by the exchange or self regulatory body of which the dealer, underwriter or adviser is a member, in place of the required form specified in this Notice.

However, where the corresponding form required by the other jurisdiction, exchange or self-regulatory body does not contain all material information required by the required form specified in this Notice, the Executive Director may require further information to be filed. For example, where an applicant files a Form 4 that does not include a consent to a criminal records check, the Executive Director will require the applicant to file a Form 4Z.

Compliance with Form Requirements

Section 182 of the Securities Act authorizes the Executive Director to specify the form, content and other particulars of a record required to be filed in a required form (the "Required Form") under the Securities Act, Securities Regulation and Securities Rules.

Certain types of Required Forms (such as Forms 12 to 15, 24, 27, 28, 30 to 35, 41, 43, 43B, 50 and 51) provide an outline of their contents. Information may be added to this type of form whether or not such information is specifically referred to in the outline. Where the section of the Securities Regulation and Securities Rules respecting such a form or the Required Form itself specifically indicates that inapplicable sections may be deleted, a person completing the Required Form may modify or delete sections of the Required Form. For example, section 97(2) of the Securities Rules permits a person using a Required Form of prospectus to delete inapplicable items or items answered in the negative unless the Required Form indicates otherwise. Certain items in Form 12A, 12B, 14A and 14B require disclosure of a negative response (e.g. Item 15 of Form 12A). Form 30, the Required Form of information circular, indicates that no statement need be made in response to any item that is inapplicable and a negative answer to any item may be omitted.

Except as permitted by this notice, other types of Required Forms (such as Forms 4, 4B, 5, 7, 11, 20, 20A, 23 and 37) must be completed and filed without additions, deletions or modifications. Where this type of Required Form contains inapplicable sections, lines may be drawn through the inapplicable sections or "N/A" may be inserted next to or beneath the inapplicable sections. Where deletions are made for reasons other than to cross out inapplicable alternatives set out in the Required Form, the reasons for such deletions must be set out in a letter accompanying the Required Form. Information that is not submitted in the Required Form will not be considered to be "filed" under the Securities Act.

Review of Required Forms

The Executive Director is continuing the process of reviewing the required forms and may be amending them to harmonize the forms with the requirements of the Securities Act and Securities Rules, and to reflect current practice.

DATED at Vancouver, British Columbia, on January 15, 1998.

Michael C. Watson, Q.C.
A/Executive Director

Ref:	Forms 4-5	Forms 27-28	Forms 50-51	NIN#96/20
	Form 7-7Z	Forms 30-35	LPS 3-02	NIN#96/36
	Forms 11-15	Form 37	LPS 3-17	NIN#97/1
	Forms 20-20A	Form 41	NIN#90/22	NIN#97/21
	Forms 23-24	Forms 43-43B	NIN#92/18

Form #	Title	Securities Act, Regulation or Rule Section or Form
1	Summons to attend before an investigator under section 144 of the Act	Reg 10(1)
1A	Demand for production under section 144 of the Act	Reg 10(2)
2	Affidavit of service	Reg 11
3	Application for registration as dealer, adviser or underwriter	Act 34(2)
4	Uniform application for registration/approval	Act 34(2)
4A	Abbreviated application for registration/approval - mutual fund salesman of financial institution	Act 34(2)
4B	Personal information for directors, officers, promoters & control persons	Act 90
4Z	Addendum to personal information forms	Act 34(2)
5	Uniform application for renewal of license or registration	Act 34(2)
6	Reserved
7	Application for amendment of registration as dealer, adviser or underwriter	Act 34(2), 42(1) & (2)
7A	Application for transfer/change of status	Act 34(2) & 42(3)
7X	Addendum to Form 7	Act 42(1) & (2)
7Z	Uniform Termination Notice (B.C.)	Act 42(1)(b), (c) and (2)(a)(b)
8	Summons for an examination under section 38(c) of the Act	Rule 18
9	Joint regulatory financial questionnaire and report	Rule 1 & 70(1)
9A	Report of risk adjusted capital	Rule 70(2)
10	Reserved
11	Application for exempt purchaser status	Rule 88
12	Information required in prospectus of industrial issuer	Act 61(2)
12A	Information required in prospectus of junior industrial issuer	Act 61(2) (see BOR#95/10 & LPS 3-02 for Summary Prospectus Disclosure System)
12B	Information required in exchange offering prospectus of an industrial issuer	Act 61(2) (see BOR#95/10 & LPS 3-02 for Summary Prospectus Disclosure System)
13	Information required in prospectus of finance issuer	Act 61(2)
14	Information required in prospectus of natural resource issuer	Act 61(2)
14A	Information required in prospectus of a natural resource issuer	Act 61(2) (see BOR#95/10 & LPS 3-02 for Summary Prospectus Disclosure System)
14B	Information required in exchange offering prospectus of a natural resource issuer	Act 61(2) (see BOR#95/10 & LPS#3-02 for Summary Prospectus Disclosure System)
15	Information required in prospectus of mutual fund	Act 61(2)
16	Escrow agreement (relating to performance shares)	Rule 120(2)(g)
17	Revoked (03/01/90)
18	Revoked (09/01/88)
19	Reserved
20	Report of exempt distribution	Rule 139
20A (IP)	Acknowledgment of individual purchaser	Rule 135
20A (NIP)	Acknowledgment of a purchaser that is not an individual purchaser	Rule 135
21, 21A & 22	Revoked (09/01/88)
23	Notice of intention to sell and declaration by control person	Rule 136
24	Lapsed (01/01/96)
25	Put option contract	Act 75(b)(iii)
26	Call option contract	Act 75(b)(iii)
27	Material change report under section 85(1) of the Act	Act 85(1) & Rule 151
28	Annual filing of reporting issuer	Rule 184(2)
29	Finance company questionnaire and financial report	Rule 150(2)
30	Information circular	Act 45(2)(9)(iv), 74(2)(8)(iv), & 117(2)(a) & (b)
31	Notice of intention to make an issuer bid	Act 99(f)
32	Take over bid circular	Act 108(7)
33	Issuer bid circular	Act 108(7)
34	Directors' circular	Act 109(8)
35	Director's or officer's circular	Act 109(8)
36	Insider report	Act 87(2) & (4) & Rule 137(1) & 155 (see NIN#95/52)
37	Reserved
38	Revoked (01/01/96)
39	Report of a mutual fund manager required under section 126 of the Act	Act 126
40	Endorsement of warrant	Act 156(1)
41	Statement of executive compensation	Form 30, Item 6
42	Reserved
43	Offering memorandum	Rule 133(1)(c)
43A	Offering memorandum - immigrant investor program	Rule 133(1)(c)
43B	Offering memorandum - real estate securities	Rule 133(1)(c)
44-49	Reserved
50	Simplified prospectus of a mutual fund	Act 61(3)
51	Annual information form of a mutual fund	Rule 100(2)(b)
52	Financial statements of a mutual fund	Rule 113 & 145(2)(c)
53	Trust agreement	Rule 23
54	Technical report on mineral properties excluding oil and gas	Rule 109
55	Technical report on oil and gas properties	Rule 109
56-57	Reserved
58	Information statement required for not-for-profit organizations	Act 46(g)(iii)
59	Reserved
60	Subordination agreement	Rule 25
61	Quarterly report	Rule 152 (see NIN#96/38)
62	Report of working capital	Rule 19(3), 19(5), 20(1), 20(2), 41(1)(c) & 70(3)
63	Statement of financial condition	Rule 50(1)(g)(i) & 70(4)
64	Risk disclosure document (exchange contracts)	Rule 35
65	Managed accounts disclosure statement (exchange contracts)	Rule 35
66-68	Reserved
69	Conflict of interest rules statement	Rule 77(1)
70	Statement and undertaking pursuant to section 77(4) of the Securities Rules	Rule 77(4)

Securities Act or Regulation Section or Form	Form or Requirement	Title of Form or Offering Document
Act 117(1)	No form specified but must comply with items 1 and 2 of Form 30	Form of proxy
Rule 45(1)	Specified Offering document requiring underwriters to have written prudent business procedures	Prospectus, rights offering circular and special warrant offering memorandum (see NIN#96/41)
Rule 87	Specified Offering document requiring registration as an underwriter	Prospectus, rights offering circular and special warrant offering memorandum (see NIN#96/41)