§7305. Registration of securities 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 §7307(b) of this title and the consent to service of process required by §7327 of this title, and a filing fee as established by the Commissioner under subsection 7306(e) of this title:
(1) One copy of the latest form of prospectus filed under the Securities Act of 1933, unless the Commissioner requires additional copies;
(2) If the 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 other documents, filed under the Securities Act of 1933 or with other states or regulatory agencies;
(4) An undertaking to forward all future 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 1st business day after the day they are forwarded to or filed with the Securities and Exchange Commission, whichever first occurs.
(c) 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:
(1) No stop order is in effect and no proceeding is pending under §7308 of this title;
(2) The registration statement has been on file with the Commissioner for at least 10 days; and
(3) A statement of the maximum and minimum proposed offering prices and the maximum underwriting discounts and commissions is then on file and the offering is made within those limitations. 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 posteffective amendment containing the information and documents in the price amendment. "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. Upon failure to receive the required notification posteffective amendment with the respect to the price amendment (sic), the Commissioner may enter a stop order, without notice or hearing, retroactively denying effectiveness to the registration statement or suspending its effectiveness until compliance with this subsection, if he promptly notifies the registrant by telephone or telegram (and promptly confirms by letter or telegram when he notifies by telephone) of the issuance of the order. If the registrant proves compliance with the requirements of this subsection as to notice and posteffective amendment, the stop order is void as of the time of its entry.
The Commissioner may by rule or otherwise waive either or both of the conditions specified in subsections (c)(2) and (c)(3) of this section. 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.
(d) Any security for which the documents required by any regulation adopted by the Securities and Exchange Commission under sections 3(b) or 3(c) of the Securities Act of 1933 have been filed with said Commission in connection with the same offering may be registered by coordination upon compliance with subsections (b) and (c) of this section in such manner as the Commissioner by rule or order may prescribe. For purposes of this subsection, the terms "federal registration statement" and "federal prospectus" shall include the documents (including the offering circular, if any) which may be filed with the Securities and Exchange Commission pursuant to any such regulation.
Return To D.S.A. List!