30-10-204. Registration by coordination. (1) Any security for which a registration statement has been filed under the Securities Act of 1933 or any securities for which filings have been made pursuant to regulation A or regulation E, and amendments to those regulations, of the general rules and regulations of the United States securities and exchange commission, adopted pursuant to section 3(b) of the Securities Act of 1933, in connection with the same offering, may be registered by coordination. A registration statement under this section must contain the following information and be accompanied by the following documents, in addition to payment of the registration fee prescribed in 30-10-209:
(a) one copy of the prospectus or offering circular and letter of notification filed under the Securities Act of 1933 or the general rules and regulations under that act, together with all amendments to that act;
(b) the amount of securities to be offered in this state;
(c) the states in which a registration statement or similar document in connection with the offering has been or is expected to be filed;
(d) any adverse order, judgment, or decree previously entered in connection with the offering by any court or the securities and exchange commission;
(e) 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;
(f) if the commissioner requests, any other information or copies of any other documents filed under the Securities Act of 1933;
(g) an undertaking to forward promptly all amendments to the federal registration statement or offering circular and letter of notification, other than an amendment that merely delays the effective date;
(h) a consent to service of process meeting the requirements of 30-10-208; and
(i) other information that the commissioner may require.
(2) A registration statement by coordination under this section automatically becomes effective at the moment the federal registration statement or other filing becomes effective if all the following conditions are satisfied:
(a) no stop order is in effect and no proceeding is pending under 30-10-207;
(b) the registration statement has been on file with the commissioner for at least 10 business 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 2 business days or a shorter period that the commissioner permits by rule or otherwise and the offering is made within those limitations.
(3) The registrant shall promptly notify the commissioner of the date and time when the federal registration statement or other filings became effective and the content of the price amendment, if any, and shall promptly file a posteffective amendment containing the information and documents in the price amendment. "Price amendment" means the final federal amendment that 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.
(4) Upon failure to receive the required notification and posteffective amendment with respect to the price amendment referred to in subsection (3), the commissioner may enter a denial order, without notice or hearing, retroactively denying effectiveness to the registration statement or suspending its effectiveness until compliance with subsections (2) and (3), if the commissioner promptly notifies the registrant of the issuance of the order. If the registrant proves compliance with the requirements as to notice and posteffective amendment, the denial 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 (2)(b) and (2)(c). If the federal registration statement or other filing becomes effective before all these conditions are satisfied and they are not waived, the registration statement automatically becomes effective as soon as all conditions are satisfied. If the registrant advises the commissioner of the date when the federal registration statement or other filing is expected to become effective, the commissioner shall promptly advise the registrant whether all the conditions are satisfied and whether the commissioner contemplates the institution of a proceeding under 30-10-207. However, this advice by the commissioner does not preclude the institution of a proceeding at any time.
History: En. Sec. 9, Ch. 251, L. 1961; R.C.M. 1947, 15-2009; amd. Sec. 4, Ch. 279, L. 1981; amd. Sec. 5, Ch. 272, L. 1987; amd. Sec. 77, Ch. 370, L. 1987; amd. Sec. 900, Ch. 56, L. 2009.