Can I offer stock options to employees without violating securities laws in Florida? What are the requirements?

Based on the provided context documents, there are several exemptions to the registration provisions of the Florida Securities and Investor Protection Act that may apply to the offer of stock options to employees. However, it is important to note that the specific requirements for each exemption must be met in order to avoid violating securities laws in Florida.

Exemptions to Registration Provisions

Exempt Transactions [FLCL 517.061]

One exemption that may apply is the “Exempt Transactions” provision [FLCL 517.061]. This exemption applies to certain transactions that are self-executing and do not require any filing with the office before claiming the exemption. The offer or sale of securities to employees may qualify for this exemption if it meets the requirements listed in subsection (11)(a) of the provision. These requirements include:

• There are no more than 35 purchasers of the securities in Florida during an offering made in reliance upon this subsection or, if such offering continues for a period in excess of 12 months, in any consecutive 12-month period.
• Neither the issuer nor any person acting on behalf of the issuer offers or sells securities pursuant to this subsection by means of any form of general solicitation or general advertising in Florida.
• Before the sale, each purchaser or the purchaser’s representative, if any, is provided with, or given reasonable access to, full and fair disclosure of all material information.
• No person defined as a “dealer” in this chapter is paid a commission or compensation for the sale of the issuer’s securities unless such person is registered as a dealer under this chapter.
• When sales are made to five or more persons in Florida, any sale in Florida made pursuant to this subsection is voidable by the purchaser in such sale either within 3 days after the first tender of consideration is made by such purchaser to the issuer, an agent of the issuer, or an escrow agent or within 3 days after the availability of that privilege is communicated to such purchaser, whichever occurs later.

Equity Securities of Certain Domestic Stock Insurer Exempted [FLCL 625.81]

Another exemption that may apply is the “Equity Securities of Certain Domestic Stock Insurer Exempted” provision [FLCL 625.81]. This exemption applies to equity securities of a domestic stock insurer if such securities are registered, or are required to be registered, pursuant to s. 12 of the Securities Exchange Act of 1934, as amended, or if such domestic stock insurer does not have any class of its equity securities held of record by 100 or more persons on the last business day of the year next preceding the year in which equity securities of the insurer would be subject to the provisions of ss. 625.75-625.77 except for the provisions of this subsection.

Certain Sale and Purchase Exempted; Investment Account [FLCL 625.78]

The “Certain Sale and Purchase Exempted; Investment Account” provision [FLCL 625.78] may also apply to the offer of stock options to employees. This exemption applies to any purchase and sale, or sale and purchase, of an equity security of a domestic stock insurer not then or theretofore held by a person required to report under s. 625.75 in an investment account, which transaction is by a dealer in the ordinary course of business and incident to the establishment or maintenance by him or her of a primary or secondary market, other than on an exchange as defined in the Securities Exchange Act of 1934, for such security.

Conclusion

In conclusion, there are several exemptions to the registration provisions of the Florida Securities and Investor Protection Act that may apply to the offer of stock options to employees. However, it is important to note that the specific requirements for each exemption must be met in order to avoid violating securities laws in Florida. It is recommended that you consult with a legal professional to ensure compliance with all applicable laws and regulations.

Jurisdiction

Florida

• General