STATE OF ARKANSAS

SECURITIES DEPARTMENT

 

IN THE MATTER OF ORDER PROVIDING A
TRANSACTIONAL EXEMPTION
FROM REGISTRATION
S & W ENGINEERING ORDER NO. 98-078-S

FINDINGS OF FACT

  1. On December 28, 1998, a letter was received by the Arkansas Securities Commissioner requesting that the proposed offering and sale of 60 of the 100 shares of issued and outstanding capital stock (the "Stock") of S & W Engineering (the "Company"), to William A. Wing and Rebecca Wing (the "Transaction"), be determined to be an exempt transaction pursuant to Ark. Code Ann. 23-42-504(a)(12).

  2. The Company is a corporation organized under the laws of the State of Arkansas. The Stock consists of 60 shares of the capital stock of the Company owned by William C. Wing and Frances Wing (the "Sellers").

  3. The buyers will be William A. Wing and Rebecca Wing (the "Buyers").

  4. An exemption from registration has been requested pursuant to the Commissioner’s discretionary authority under Ark. Code Ann. 23-42-504(a)(12). The Sellers and the Buyers have fully and completely been involved in the negotiation of an agreement for the sale of the Stock, and they have been represented in these negotiations by counsel. The Buyers have had access to financial and other information concerning the Company as is necessary to make an informed investment decision. Based upon the foregoing, the Transaction is not the type the Arkansas Securities Act (the "Act") was designed to protect by requiring registration.

CONCLUSIONS OF LAW

  1. Under Section 23-42-504(a)(12) of the Act, the Commissioner may by order exempt certain transactions from Sections 23-42-501 and 23-42-502 of the Act as not being necessary or appropriate in the public interest for the protection of investors.

  2. It is not necessary or appropriate in the public interest for the protection of investors for the Sellers or the Buyers to be required to register the Transaction under the Act for the purposes of the contemplated offering.

  3. It is not necessary or appropriate in the public interest for the protection of investors for the Sellers or the Buyers to be required to engage the services of a registered agent for the purpose of making sales of the securities.

OPINION

  1. In recognition of the representations made by the Sellers, it appears registration of this Transaction is unnecessary in this instance.

  2. This order does not exempt the Sellers from the antifraud provisions of the Act.

ORDER

    IT IS THEREFORE ORDERED that the securities of the Company offered or sold in Arkansas for the proposed Transaction, if offered and sold in compliance with the representations made in the letter of December 21, 1998, and in accordance with the Findings of Fact stated herein, shall be exempted from Sections 23-42-501 and 23-42-502 of the Act.

    WITNESS MY HAND AND SEAL this 29th day of December 1998.

 

MAC DODSON
SECURITIES COMMISSIONER