61-1-9 - Registration by coordination.
61-1-9. Registration by coordination.
(1) A security for which a registration statement or a notification under Regulation A or asuccessor to Regulation A is filed under the Securities Act of 1933 in connection with the sameoffering may be registered by coordination.
(2) A registration statement under this section shall contain the following informationand be accompanied by the following documents in addition to the information specified inSubsection 61-1-11(3) and the consent to service of process required by Section 61-1-26:
(a) one copy of the disclosure statement together with all its amendments filed under theSecurities Act of 1933;
(b) if the division by rule or otherwise requires, a copy of the articles of incorporationand bylaws or their substantial equivalents currently in effect, a copy of any agreements with oramong underwriters, a copy of any indenture or other instrument governing the issuance of thesecurity to be registered and a specimen or copy of the security;
(c) if the division requests, any other information, or copies of any other documents, filedunder the Securities Act of 1933; and
(d) an undertaking to forward all future amendments to the disclosure statement promptlyand in any event not later than the first working day after the day they are forwarded to or filedwith the Securities and Exchange Commission, whichever first occurs.
(3) A registration statement under this section automatically becomes effective at themoment the disclosure statement becomes effective if all the following conditions are satisfied:
(a) no stop order is in effect and no proceeding is pending under Section 61-1-12;
(b) the disclosure statement is on file with the division for at least 20 working days; and
(c) a statement of the maximum and minimum proposed offering prices and themaximum underwriting discounts and commissions is on file for two full working days or suchshorter period as the division permits by rule or otherwise and the offering is made within thoselimitations.
(4) (a) A registrant shall promptly:
(i) notify the division in a record of the date and time when the disclosure statementbecame effective and the content of the price amendment, if any; and
(ii) file a posteffective amendment containing the information and documents in the priceamendment.
(b) "Price amendment" means the final federal amendment that includes a statement ofthe:
(i) offering price;
(ii) underwriting and selling discounts or commissions;
(iii) amount of proceeds;
(iv) conversion rates;
(v) call prices; and
(vi) other matters dependent upon the offering price.
(5) (a) Upon failure to receive the required notification and posteffective amendmentwith respect to the price amendment, the division may enter a stop order, without notice orhearing, retroactively denying effectiveness to the registration statement or suspending itseffectiveness until compliance with Subsection (4), if the division promptly notifies the registrantin a record of the issuance of the order.
(b) If the registrant proves compliance with the requirements of Subsection (4) as to
notice and posteffective amendment, the stop order is void as of the time of its entry.
(6) The division may by rule or otherwise waive either or both of the conditions specifiedin Subsections (3)(b) and (3)(c).
(7) If the disclosure statement becomes effective before all the conditions in Subsections(3)(b) and (3)(c) are satisfied and they are not waived, the disclosure statement automaticallybecomes effective as soon as all the conditions are satisfied.
(8) If the registrant advises the division of the date when the disclosure statement isexpected to become effective, the division shall promptly advise the registrant in a record, at theregistrant's expense, whether all the conditions are satisfied and whether it then contemplates theinstitution of proceedings under Section 61-1-12, but this advice by the division does notpreclude the institution of such a proceeding at any time.
(9) The division may by rule or order permit registration by coordination of a security forwhich a notification or similar document is filed under the Securities Act of 1933 in connectionwith the same offering.
Amended by Chapter 351, 2009 General Session