409.3-303. Securities registration by coordination.
Securities registration by coordination.
409.3-303. (a) A security for which a registration statement hasbeen filed under the Securities Act of 1933 in connection with the sameoffering may be registered by coordination under this section.
(b) A registration statement and accompanying records under thissection must contain or be accompanied by the following records in additionto the information specified in section 409.3-305 and a consent to serviceof process complying with section 409.6-611:
(1) A copy of the latest form of prospectus filed under theSecurities Act of 1933;
(2) A copy of the articles of incorporation and bylaws or theirsubstantial equivalents currently in effect; a copy of any agreement withor among underwriters; a copy of any indenture or other instrumentgoverning the issuance of the security to be registered; and a specimen,copy, or description of the security that is required by rule adopted ororder issued under this act;
(3) Copies of any other information or any other records filed by theissuer under the Securities Act of 1933 requested by the commissioner; and
(4) An undertaking to forward each amendment to the federalprospectus, other than an amendment that delays the effective date of theregistration statement, promptly after it is filed with the Securities andExchange Commission.
(c) A registration statement under this section becomes effectivesimultaneously with or subsequent to the federal registration statementwhen all the following conditions are satisfied:
(1) A stop order under subsection (d) or section 409.3-306 or issuedby the Securities and Exchange Commission is not in effect and a proceedingis not pending against the issuer under section 409.3-306; and
(2) The registration statement has been on file for at least twentydays or a shorter period provided by rule adopted or order issued underthis act.
(d) The registrant shall promptly notify the commissioner in a recordof the date when the federal registration statement becomes effective andthe content of any price amendment and shall promptly file a recordcontaining the price amendment. If the notice is not timely received, thecommissioner may issue a stop order, without prior notice or hearing,retroactively denying effectiveness to the registration statement orsuspending its effectiveness until compliance with this section. Thecommissioner shall promptly notify the registrant of an order by telegram,telephone, or electronic means and promptly confirm this notice by arecord. If the registrant subsequently complies with the noticerequirements of this section, the stop order is void as of the date of itsissuance.
(e) If the federal registration statement becomes effective beforeeach of the conditions in this section is satisfied or is waived by thecommissioner, the registration statement is automatically effective underthis act when all the conditions are satisfied or waived. If theregistrant notifies the commissioner of the date when the federalregistration statement is expected to become effective, the commissionershall promptly notify the registrant by telegram, telephone, or electronicmeans and promptly confirm this notice by a record, indicating whether allthe conditions are satisfied or waived and whether the commissioner intendsthe institution of a proceeding under section 409.3-306. The notice by thecommissioner does not preclude the institution of such a proceeding.
(L. 2003 H.B. 380)Effective 9-01-03