Section 45.55.090. Registration by coordination.

   (a) A security for which a registration statement has been filed under the Securities Act of 1933 or any security for which filing has been made under Regulations A, E, and F pursuant to subsection (b) of sec. 3 of the Securities Act of 1933 in connection with the same offering may be registered by coordination.
   (b) A registration statement under this section must contain the following information and be accompanied by the following documents in addition to the information specified in AS 45.55.110(c) and the consent to service of process required by AS 45.55.980(g):
        (1) one copy of the latest form of prospectus filed under 15 U.S.C. 77a - 77bbbb (Securities Act of 1933);
        (2) if the administrator requires, copies of the articles of incorporation and bylaws, or their substantial equivalent, currently in effect; a copy of an agreement with or among underwriters; a copy of an indenture or other instrument governing the issuance of the security to be registered; and a specimen or copy of the security;
        (3) if the administrator requests, any other information, or copies of any other documents, filed under 15 U.S.C. 77a - 77bbbb (Securities Act of 1933); and
        (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 first business day after the day they are forwarded to or filed with the United States 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 AS 45.55.120;
        (2) the registration statement has been on file with the administrator for at least 10 days; and
        (3) a statement of the maximum and minimum proposed offering prices and the maximum underwriting discounts and commissions has been on file for two full business days or a shorter period which the administrator permits and the offering is made within those limitations.
   (d) The registrant shall promptly notify the administrator 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 a post-effective 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 and post-effective amendment with respect to the price amendment, the administrator 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 and subsection (c) of this section if the administrator promptly notifies the registrant by telephone or telegram, and promptly confirms by letter or telegram when the administrator notifies by telephone, of the issuance of the order.  If the registrant proves compliance with the requirements of this subsection and subsection (c) of this section as to notice and post-effective amendment, the stop order is void as of the time of its entry.  The administrator may by regulation or otherwise waive either or both of the conditions specified in (c)(2) and (3) of this section. If the federal registration statement becomes effective before all the conditions in this subsection and subsection (c) of this section are satisfied and they are not waived, the registration statement automatically becomes effective as soon as all the conditions are satisfied.  If the registrant advises the administrator of the date when the federal registration statement is expected to become effective, the administrator shall promptly advise the registrant by telephone or telegram at the registrant's expense, whether all the conditions are satisfied and whether the administrator then contemplates the institution of a proceeding under AS 45.55.120; but this advice by the administrator does not preclude the institution of the proceeding at any time.

Authorities

45.55.080;45.55.120

Notes

Recent Bills that will modify this

HB 194 AK SECURITIES ACT; PENALTIES; CRT. RULES
SB 108 AK SECURITIES ACT; PENALTIES; CRT. RULES

Implemented As

3 AAC 08.090

References

3 AAC 08.087
AS 45.55.080 Registration by notification.
AS 45.55.120 Denial, suspension, and revocation of registration.

History

(Sec. 19 ch 105 SLA 1961; am Sec. 2 ch 55 SLA 1972; am Sec. 7 ch 86 SLA 1972; am Sec. 79 ch 14 SLA 1987; am Sec. 34 ch 76 SLA 1999)