§ 23-42-402 - Registration by coordination.
23-42-402. Registration by coordination.
(a) Any security for which a registration statement has been filed under the Securities Act of 1933 in connection with the same offering may be registered by coordination.
(b) A registration statement under this section shall contain the following information and be accompanied by the following documents in addition to the information specified in 23-42-404(d) and the consent to service of process required by 23-42-107(a):
(1) One (1) copy of the prospectus together with all amendments filed under the Securities Act of 1933;
(2) If the Securities Commissioner, by rule or otherwise, requires, a copy of the articles of incorporation and bylaws or their substantial equivalents currently in effect, a copy of any agreements with or among underwriters, a copy of any indenture or other instrument governing the issuance of the security to be registered, and a specimen or copy of the security;
(3) If the commissioner requests, any other information, or copies of any other documents, filed under the Securities Act of 1933; and
(4) An undertaking to forward all amendments to the federal registration statement, other than an amendment which merely delays the effective date, promptly and in any event not later than the first business day after the day they are forwarded to or filed with the Securities and Exchange Commission, whichever first occurs.
(c) (1) A registration statement under this section automatically becomes effective at the moment the federal registration statement becomes effective if all the following conditions are satisfied:
(A) No stop order is in effect and no proceeding is pending under 23-42-405;
(B) The registration statement has been on file with the commissioner for at least twenty (20) days; and
(C) A statement of the maximum and minimum proposed offering prices and the maximum underwriting discounts and commissions has been on file for two (2) full business days or such shorter period as the commissioner permits by rule or otherwise, and the offering is made within those limitations.
(2) (A) (i) The registrant shall promptly notify the commissioner by telephone or telegram of the date and time when the federal registration statement became effective and the content of the price amendment, if any, and shall promptly file a post-effective amendment containing the information and documents in the price amendment.
(ii) "Price amendment" means the final federal amendment which includes a statement of the offering price, underwriting and selling discounts or commissions, amount of proceeds, conversion rates, call prices, and other matters dependent upon the offering price.
(B) Upon failure to receive the required notification and post-effective amendment with respect to the price amendment, the commissioner may enter a stop order, without notice or hearing, retroactively denying effectiveness to the registration statement or suspending its effectiveness until there is compliance with this subsection, if the commissioner promptly notifies the registrant by telephone or telegram and promptly confirms by letter or telegram when the commissioner notifies by telephone of the issuance of the order. If the registrant proves compliance with the requirements of this subsection as to notice and post-effective amendment, the stop order is void as of the time of its entry.
(3) The commissioner may by rule or otherwise waive either or both of the conditions specified in subdivisions (c)(1)(B) and (C) of this section.
(4) If the federal registration statement becomes effective before all the conditions in this subsection are satisfied and they are not waived, the registration statement automatically becomes effective as soon as all the conditions are satisfied. If the registrant advises the commissioner of the date when the federal registration statement is expected to become effective, the commissioner shall promptly advise the registrant by telephone, telegram, or by electronic means at the registrant's expense whether all the conditions are satisfied and whether the commissioner then contemplates the institution of a proceeding under 23-42-405, but this advice by the commissioner does not preclude the institution of such a proceeding at any time.