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Securities Regulation, Keyed to Choi
Busch v. Carpenter
Citation:
827 F.2d 653 (1987)Facts
Sonic Petroleum, Inc. was incorporated in Utah on October 2, 1980, with defendants Carpenter, Jensen, and Burnett serving as officers and directors. During October and November 1980, Sonic publicly offered 25 million shares for $500,000 exclusively to Utah residents through Olsen & Company, Inc., complying with state but not federal registration requirements and relying on the intrastate offering exemption. Sonic had no operating history and maintained only its corporate office, books, and records in Utah. In spring 1981, Carpenter was contacted by William Mason, an Illinois oil and gas promoter, about a merger. Effective May 25, 1981, Sonic merged with Mason’s Illinois operations, issuing Mason controlling stock and acquiring his Illinois drilling corporation. The company was renamed Mason Oil Co., Inc. Shortly thereafter, Mason withdrew $351,126 of the original offering proceeds and deposited it in Illinois. In May 1981, Carpenter and Mason established Norbil Investments in Utah as a brokerage account. Plaintiffs, California residents, purchased Sonic stock through Norbil in June 1981, along with other non-residents who purchased between May and August 1981.
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