49:3-61.1 - Coordination with federal registration
49:3-61.1 Coordination with federal registration.
7. 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 section 15 of P.L.1967, c.93 (C.49:3-62) and the consent to service of process required by section 26 of P.L.1967, c.93 (C.49:3-73):
(1)Three copies of the latest form of prospectus filed under the "Securities Act of 1933;"
(2)If the bureau chief by rule or otherwise requires, a copy of the articles of incorporation and bylaws, or other 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 bureau chief 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 prospectus, other than an amendment which merely delays the effective date of the registration statement, 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 occurs first.
c.The bureau chief shall make reasonable efforts to coordinate comments or requests with the securities administrators in other jurisdictions in which registration is sought and particularly with jurisdictions in which the issuer is located.
d.A registration statement under this section becomes effective at the moment the federal registration statement becomes effective if all the following conditions are satisfied:
(1)No stop order is in effect and no proceeding is pending against any person directly or indirectly involved in the offering under subsection (c) of section 3, section 17 or 23 of P.L.1967, c.93 (C.49:3-50, 49:3-64 or 49:3-70 ) or section 29 of this act (C.49:3-70.1); and
(2)The registration statement has been on file with the bureau chief for at least five days, but if the registration statement is not filed with the bureau chief within 10 days after the initial filing under the "Securities Act of 1933," the registration statement has been on file with the bureau chief for 30 days or any shorter period the bureau chief, by rule or order, specifies; and
(3)There are no comments or requests from the bureau that have not been answered to the satisfaction of the bureau; and
(4)A statement of the maximum and minimum proposed offering prices and the maximum underwriting discounts and commissions has been on file for two full business days or a shorter period as the bureau chief permits by rule or otherwise; and
(5)The offering is made within the limitations set forth in paragraphs (1), (2), (3) and (4) of this subsection.
The registrant shall promptly notify the bureau chief by telephone or telegram of the date and time when the federal registration statement became effective, and the content of a price amendment, if any is made, and shall promptly file a post-effective amendment containing the information and documents in the price amendment.
For the purposes of this section, "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 prices.
e.Upon failure to receive the required notification and post-effective amendment with respect to the price amendment, the bureau chief 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 subsection d. of this section, if he promptly notifies the registrant by telephone or telegram, and in the case of a telephone notification, by subsequent written notification, 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 shall be void as of the time of its entry. The bureau chief may by rule or otherwise waive any of the conditions specified in paragraphs (1), (2), (3) and (4) of subsection d. of this section.
f.If the federal registration statement becomes effective before all the conditions in subsection d. are satisfied and they are not waived, the registration statement shall become effective as soon as all the conditions are satisfied. If the registrant advises the bureau chief of the date when the federal registration statement is expected to become effective, the bureau chief shall promptly advise the registrant by telephone or telegram, at the registrant's expense, whether all the conditions are satisfied and whether he contemplates the institution of a proceeding under section 17 of P.L.1967, c.93 (C.49:3-64), but any advice by the bureau chief pursuant to this subsection shall not preclude the institution of such a proceeding at any time.
L.1985,c.405,s.7; amended 1997, c.276, s.16.