§ 7-11-303 - Registration by coordination.
SECTION 7-11-303
§ 7-11-303 Registration by coordination.– (a) Securities for which a registration statement has been filed under theSecurities Act of 1933, 15 U.S.C. § 77a et seq., in connection with theoffering of the securities may be registered by coordination.
(b) A registration statement under this section contains thefollowing information and is accompanied by the following documents in additionto the information specified in § 7-11-305(c) and the consent to serviceof process required by § 7-11-708:
(1) Two (2) copies of the latest form of prospectus filedunder the Securities Act of 1933, 15 U.S.C. § 77a et seq.;
(2) If the director requires by rule or order: a copy of thearticles of incorporation and bylaws or their substantial equivalents,currently in effect; a copy of any agreement with or among underwriters; a copyof an indenture or other instrument governing the issuance of the securities tobe registered; and a specimen, copy, or description of the securities;
(3) If the director requests and subject to §7-11-703(b)(2), any other information, or copies of any other document, filedunder the Securities Act of 1933; and
(4) An undertaking to forward promptly, and not later thanthe first business day after the day they are forwarded to or filed with thesecurities and exchange commission, all future amendments to the federalregistration statement and/or prospectus, other than an amendment that delaysthe effective date of the registration statement.
(c) A registration statement under this section automaticallybecomes effective when the federal registration statement becomes effective ifall the following conditions are satisfied:
(1) No stop order is in effect and no proceeding is pendingunder § 7-11-306;
(2) The registration statement has been on file with thedirector for at least ten (10) days or any shorter period the directorspecifies by rule or order, but if the registration statement is not filed withthe director within ten (10) days after the initial filing under the SecuritiesAct of 1933, 15 U.S.C. § 77a et seq., the registration statement has beenon file with the director for thirty (30) days or any shorter period thedirector specifies by rule or order; and
(3) A statement of the maximum and minimum proposed offeringprices and the maximum underwriting discounts and commission has been on filefor two (2) full business days or any shorter period the director specifies byrule or order, and the offering is made within those limitations.
(d) The registrant shall promptly notify the director bytelephone or telegram of the date and time when the federal registrationstatement became effective and any content of the price amendment and shallpromptly file a post effective amendment containing the information anddocuments in the price amendment.
(e) Upon failure to receive the required notification andpost effective amendment with respect to the price amendment, the director mayenter a stop order, without notice or hearing, retroactively denyingeffectiveness to the registration statement or suspending its effectivenessuntil the registrant complies with subsection (d). The director shall promptlynotify the registrant by telephone or telegram, and promptly confirm by letteror telegram if the director notifies by telephone, of the issuance of theorder. If the registrant proves compliance with the requirements of subsection(d) as to notice and post effective amendment, the stop order is void as of itsentry.
(f) The director may waive by rule or order either or both ofthe conditions specified in subsections (c)(2) and (c)(3).
(g) If the federal registration statement becomes effectivebefore all the conditions in subsection (c) are satisfied and they are notwaived, the registration statement automatically becomes effective when all theconditions are satisfied. If the registrant advises the director of the datewhen the federal registration statement is expected to become effective, thedirector shall promptly advise the registrant by telephone or telegram, at theregistrant's expense, whether all the conditions are satisfied and whether thedirector then contemplates the institution of a proceeding under §7-11-306; but the advice by the director does not preclude the institution of aproceeding for a stop order suspending the effectiveness of the registrationstatement. A stop order issued under this subsection is not retroactive.
(h) The director may waive or modify by rule or order theapplication of a requirement of this section if a provision of an amendment,repeal, or other alteration of the securities registration provisions of theSecurities Act of 1933, 15 U.S.C. § 77a et seq., or the regulationsadopted under that Act, render the waiver or modification appropriate forfurther coordination of state and federal registration.