(a) Any security may beregistered by qualification upon the following conditions.
(b) A registrationstatement under this section shall contain the following information and beaccompanied by the following documents in addition to the information specifiedin G.S. 78A‑28(c) and the consent to service of process required by G.S.78A‑63(f):
(1) With respect to theissuer and any significant subsidiary: its name, address, and form oforganization; the state or foreign jurisdiction and date of its organization;the general character and location of its business; a description of itsphysical properties and equipment; and a statement of the general competitiveconditions in the industry or business in which it is or will be engaged;
(2) With respect toevery director and officer of the issuer or person occupying a similar statusor performing similar functions: his name, address, and principal occupationfor the past five years; the amount of securities of the issuer held by him asof a specified date within 30 days of the filing of the registration statement;the amount of the securities covered by the registration statement to which hehas indicated his intention to subscribe; and a description of any materialinterest in any material transaction with the issuer or any significantsubsidiary effected within the past three years or proposed to be effected;
(3) With respect topersons covered by subdivision (2): the remuneration paid during the past 12months or fiscal year and estimated to be paid during the next fiscal year,directly or indirectly, by the issuer (together with all predecessors, parents,subsidiaries, and affiliates) to all those persons in the aggregate;
(4) With respect to anyperson owning of record or beneficially if known, ten percent (10%) or more ofthe outstanding shares of any class of equity security of the issuer: theinformation specified in subdivision (2) other than his occupation;
(5) With respect toevery promoter if the issuer was organized within the past three years: theinformation specified in subdivision (2), any amount paid to him within thatperiod or intended to be paid to him, and the consideration for any suchpayment;
(6) With respect to anyperson on whose behalf any part of the offering is to be made in a nonissuerdistribution: his name and address; the amount of securities of the issuer heldby him as of the date of the filing of the registration statement; adescription of any material interest in any material transaction with theissuer or any significant subsidiary effected within the past three years orproposed to be effected; and a statement of his reasons for making theoffering;
(7) The capitalizationand long‑term debt (on both current and a pro forma basis) of the issuerand any significant subsidiary including a description of each securityoutstanding or being registered or otherwise offered, and a statement of theamount and kind of consideration (whether in the form of cash, physical assets,services, patents, goodwill, or anything else) for which the issuer or anysubsidiary has issued any of its securities within the past three years or isobligated to issue any of its securities;
(8) The kind and amountof securities to be offered; the proposed offering price or the method by whichit is to be computed; any variation therefrom at which any proportion of theoffering is to be made to any person or class of persons other than theunderwriters, with a specification of any such person or class; the basis uponwhich the offering is to be made if otherwise than for cash; the estimatedaggregate underwriting and selling discounts or commissions and finders' fees(including separately, cash, securities, contracts, or anything else of valueto accrue to the underwriters or finders in connection with the offering) or,if the selling discounts or commissions are variable, the basis of determiningthem and their maximum and minimum amounts; the estimated amounts of otherselling expenses, including legal, engineering, and accounting charges; thename and address of every underwriter and every recipient of a finder's fee; acopy of any underwriting or selling‑group agreement pursuant to which thedistribution is to be made, or the proposed form of any such agreement whoseterms have not yet been determined; and a description of the plan ofdistribution of any securities which are to be offered otherwise than throughan underwriter;
(9) The estimated cashproceeds to be received by the issuer from the offering; the purposes for whichthe proceeds are to be used by the issuer; the amount to be used for eachpurpose; the order or priority in which the proceeds will be used for thepurposes stated; the amount of any funds to be raised from other sources toachieve the purposes stated; the sources of any such funds; and, if any part ofthe proceeds is to be used to acquire any property (including goodwill)otherwise than in the ordinary course of business, the names and addresses ofthe vendors, the purchase price, the names of any persons who have receivedcommissions in connection with the acquisition, and the amounts of any suchcommissions and any other expense in connection with the acquisition (includingthe cost of borrowing money to finance the acquisition);
(10) A description of anystock options or other security options outstanding, or to be created inconnection with the offering, together with the amount of any such options heldor to be held by every person required to be named in subdivisions (2), (4),(5), (6), or (8) and by any person who holds or will hold ten percent (10%) ormore in the aggregate of any such options;
(11) The dates of, partiesto, and general effect concisely stated of, every management or other materialcontract made or to be made otherwise than in the ordinary course of businessif it is to be performed in whole or in part at or after the filing of theregistration statement or was made within the past two years, together with acopy of every such contract; and a description of any pending litigation or proceedingto which the issuer is a party and which materially affects its business orassets (including any such litigation or proceeding known to be contemplated bygovernmental authorities);
(12) A copy of anyprospectus, pamphlet, circular, form letter, advertisement, or other salesliterature intended as of the effective date to be used in connection with theoffering; if the security is a viatical settlement contract, the prospectus andadvertising shall comply with G.S. 78A‑13 and G.S. 78A‑14 relatingto the offering of viatical settlement contracts;
(13) A specimen or copy ofthe security being registered; a copy of the issuer's articles of incorporationand bylaws, or their substantial equivalents, as currently in effect; and acopy of any indenture or other instrument covering the security to beregistered;
(14) A signed or conformedcopy of an opinion of counsel as to the legality of the security beingregistered (with an English translation if it is in a foreign language), whichshall state whether the security when sold will be legally issued, fully paid,and nonassessable, and, if a debt security, a binding obligation of the issuer;
(15) The written consentof any accountant, engineer, appraiser, or other person whose profession givesauthority to a statement made by him, if any such person is named as havingprepared or certified a report or valuation (other than a public and officialdocument or statement) which is used in connection with the registrationstatement;
(16) A balance sheet ofthe issuer as of a date within four months prior to the filing of theregistration statement; a profit and loss statement and analysis of surplus foreach of the three fiscal years preceding the date of the balance sheet and forany period between the close of the last fiscal year and the date of thebalance sheet, or for the period of the issuer's and any predecessors'existence if less than three years; and, if any part of the proceeds of theoffering is to be applied to the purchase of any business, the same financialstatements which would be required if that business were the registrant; and
(17) Such additionalinformation as the Administrator requires by rule or order.
(c) A registrationstatement under this section becomes effective when the Administrator soorders.
(d) The Administratormay by rule or order require as a condition of registration under this sectionthat a prospectus containing any designated part of the information specifiedin subsection (b) be sent or given to each person to whom an offer is madebefore or concurrently with (i) the first written offer made to him (otherwisethan by means of a public advertisement) by or for the account of the issuer orany other person on whose behalf the offering is being made, or by anyunderwriter or dealer who is offering part of an unsold allotment orsubscription taken by him as a participant in the distribution, (ii) theconfirmation of any sale made by or for the account of any such person, (iii)payment pursuant to any such sale, or (iv) delivery of the security pursuant toany such sale, whichever first occurs. (1927, c. 149, s. 9; 1955, c. 436, s. 7; 1973, c.1380; 1975, c. 19, s. 21; 2001‑436, s. 9.)
(a) Any security may beregistered by qualification upon the following conditions.
(b) A registrationstatement under this section shall contain the following information and beaccompanied by the following documents in addition to the information specifiedin G.S. 78A‑28(c) and the consent to service of process required by G.S.78A‑63(f):
(1) With respect to theissuer and any significant subsidiary: its name, address, and form oforganization; the state or foreign jurisdiction and date of its organization;the general character and location of its business; a description of itsphysical properties and equipment; and a statement of the general competitiveconditions in the industry or business in which it is or will be engaged;
(2) With respect toevery director and officer of the issuer or person occupying a similar statusor performing similar functions: his name, address, and principal occupationfor the past five years; the amount of securities of the issuer held by him asof a specified date within 30 days of the filing of the registration statement;the amount of the securities covered by the registration statement to which hehas indicated his intention to subscribe; and a description of any materialinterest in any material transaction with the issuer or any significantsubsidiary effected within the past three years or proposed to be effected;
(3) With respect topersons covered by subdivision (2): the remuneration paid during the past 12months or fiscal year and estimated to be paid during the next fiscal year,directly or indirectly, by the issuer (together with all predecessors, parents,subsidiaries, and affiliates) to all those persons in the aggregate;
(4) With respect to anyperson owning of record or beneficially if known, ten percent (10%) or more ofthe outstanding shares of any class of equity security of the issuer: theinformation specified in subdivision (2) other than his occupation;
(5) With respect toevery promoter if the issuer was organized within the past three years: theinformation specified in subdivision (2), any amount paid to him within thatperiod or intended to be paid to him, and the consideration for any suchpayment;
(6) With respect to anyperson on whose behalf any part of the offering is to be made in a nonissuerdistribution: his name and address; the amount of securities of the issuer heldby him as of the date of the filing of the registration statement; adescription of any material interest in any material transaction with theissuer or any significant subsidiary effected within the past three years orproposed to be effected; and a statement of his reasons for making theoffering;
(7) The capitalizationand long‑term debt (on both current and a pro forma basis) of the issuerand any significant subsidiary including a description of each securityoutstanding or being registered or otherwise offered, and a statement of theamount and kind of consideration (whether in the form of cash, physical assets,services, patents, goodwill, or anything else) for which the issuer or anysubsidiary has issued any of its securities within the past three years or isobligated to issue any of its securities;
(8) The kind and amountof securities to be offered; the proposed offering price or the method by whichit is to be computed; any variation therefrom at which any proportion of theoffering is to be made to any person or class of persons other than theunderwriters, with a specification of any such person or class; the basis uponwhich the offering is to be made if otherwise than for cash; the estimatedaggregate underwriting and selling discounts or commissions and finders' fees(including separately, cash, securities, contracts, or anything else of valueto accrue to the underwriters or finders in connection with the offering) or,if the selling discounts or commissions are variable, the basis of determiningthem and their maximum and minimum amounts; the estimated amounts of otherselling expenses, including legal, engineering, and accounting charges; thename and address of every underwriter and every recipient of a finder's fee; acopy of any underwriting or selling‑group agreement pursuant to which thedistribution is to be made, or the proposed form of any such agreement whoseterms have not yet been determined; and a description of the plan ofdistribution of any securities which are to be offered otherwise than throughan underwriter;
(9) The estimated cashproceeds to be received by the issuer from the offering; the purposes for whichthe proceeds are to be used by the issuer; the amount to be used for eachpurpose; the order or priority in which the proceeds will be used for thepurposes stated; the amount of any funds to be raised from other sources toachieve the purposes stated; the sources of any such funds; and, if any part ofthe proceeds is to be used to acquire any property (including goodwill)otherwise than in the ordinary course of business, the names and addresses ofthe vendors, the purchase price, the names of any persons who have receivedcommissions in connection with the acquisition, and the amounts of any suchcommissions and any other expense in connection with the acquisition (includingthe cost of borrowing money to finance the acquisition);
(10) A description of anystock options or other security options outstanding, or to be created inconnection with the offering, together with the amount of any such options heldor to be held by every person required to be named in subdivisions (2), (4),(5), (6), or (8) and by any person who holds or will hold ten percent (10%) ormore in the aggregate of any such options;
(11) The dates of, partiesto, and general effect concisely stated of, every management or other materialcontract made or to be made otherwise than in the ordinary course of businessif it is to be performed in whole or in part at or after the filing of theregistration statement or was made within the past two years, together with acopy of every such contract; and a description of any pending litigation or proceedingto which the issuer is a party and which materially affects its business orassets (including any such litigation or proceeding known to be contemplated bygovernmental authorities);
(12) A copy of anyprospectus, pamphlet, circular, form letter, advertisement, or other salesliterature intended as of the effective date to be used in connection with theoffering; if the security is a viatical settlement contract, the prospectus andadvertising shall comply with G.S. 78A‑13 and G.S. 78A‑14 relatingto the offering of viatical settlement contracts;
(13) A specimen or copy ofthe security being registered; a copy of the issuer's articles of incorporationand bylaws, or their substantial equivalents, as currently in effect; and acopy of any indenture or other instrument covering the security to beregistered;
(14) A signed or conformedcopy of an opinion of counsel as to the legality of the security beingregistered (with an English translation if it is in a foreign language), whichshall state whether the security when sold will be legally issued, fully paid,and nonassessable, and, if a debt security, a binding obligation of the issuer;
(15) The written consentof any accountant, engineer, appraiser, or other person whose profession givesauthority to a statement made by him, if any such person is named as havingprepared or certified a report or valuation (other than a public and officialdocument or statement) which is used in connection with the registrationstatement;
(16) A balance sheet ofthe issuer as of a date within four months prior to the filing of theregistration statement; a profit and loss statement and analysis of surplus foreach of the three fiscal years preceding the date of the balance sheet and forany period between the close of the last fiscal year and the date of thebalance sheet, or for the period of the issuer's and any predecessors'existence if less than three years; and, if any part of the proceeds of theoffering is to be applied to the purchase of any business, the same financialstatements which would be required if that business were the registrant; and
(17) Such additionalinformation as the Administrator requires by rule or order.
(c) A registrationstatement under this section becomes effective when the Administrator soorders.
(d) The Administratormay by rule or order require as a condition of registration under this sectionthat a prospectus containing any designated part of the information specifiedin subsection (b) be sent or given to each person to whom an offer is madebefore or concurrently with (i) the first written offer made to him (otherwisethan by means of a public advertisement) by or for the account of the issuer orany other person on whose behalf the offering is being made, or by anyunderwriter or dealer who is offering part of an unsold allotment orsubscription taken by him as a participant in the distribution, (ii) theconfirmation of any sale made by or for the account of any such person, (iii)payment pursuant to any such sale, or (iv) delivery of the security pursuant toany such sale, whichever first occurs. (1927, c. 149, s. 9; 1955, c. 436, s. 7; 1973, c.1380; 1975, c. 19, s. 21; 2001‑436, s. 9.)
(a) Any security may beregistered by qualification upon the following conditions.
(b) A registrationstatement under this section shall contain the following information and beaccompanied by the following documents in addition to the information specifiedin G.S. 78A‑28(c) and the consent to service of process required by G.S.78A‑63(f):
(1) With respect to theissuer and any significant subsidiary: its name, address, and form oforganization; the state or foreign jurisdiction and date of its organization;the general character and location of its business; a description of itsphysical properties and equipment; and a statement of the general competitiveconditions in the industry or business in which it is or will be engaged;
(2) With respect toevery director and officer of the issuer or person occupying a similar statusor performing similar functions: his name, address, and principal occupationfor the past five years; the amount of securities of the issuer held by him asof a specified date within 30 days of the filing of the registration statement;the amount of the securities covered by the registration statement to which hehas indicated his intention to subscribe; and a description of any materialinterest in any material transaction with the issuer or any significantsubsidiary effected within the past three years or proposed to be effected;
(3) With respect topersons covered by subdivision (2): the remuneration paid during the past 12months or fiscal year and estimated to be paid during the next fiscal year,directly or indirectly, by the issuer (together with all predecessors, parents,subsidiaries, and affiliates) to all those persons in the aggregate;
(4) With respect to anyperson owning of record or beneficially if known, ten percent (10%) or more ofthe outstanding shares of any class of equity security of the issuer: theinformation specified in subdivision (2) other than his occupation;
(5) With respect toevery promoter if the issuer was organized within the past three years: theinformation specified in subdivision (2), any amount paid to him within thatperiod or intended to be paid to him, and the consideration for any suchpayment;
(6) With respect to anyperson on whose behalf any part of the offering is to be made in a nonissuerdistribution: his name and address; the amount of securities of the issuer heldby him as of the date of the filing of the registration statement; adescription of any material interest in any material transaction with theissuer or any significant subsidiary effected within the past three years orproposed to be effected; and a statement of his reasons for making theoffering;
(7) The capitalizationand long‑term debt (on both current and a pro forma basis) of the issuerand any significant subsidiary including a description of each securityoutstanding or being registered or otherwise offered, and a statement of theamount and kind of consideration (whether in the form of cash, physical assets,services, patents, goodwill, or anything else) for which the issuer or anysubsidiary has issued any of its securities within the past three years or isobligated to issue any of its securities;
(8) The kind and amountof securities to be offered; the proposed offering price or the method by whichit is to be computed; any variation therefrom at which any proportion of theoffering is to be made to any person or class of persons other than theunderwriters, with a specification of any such person or class; the basis uponwhich the offering is to be made if otherwise than for cash; the estimatedaggregate underwriting and selling discounts or commissions and finders' fees(including separately, cash, securities, contracts, or anything else of valueto accrue to the underwriters or finders in connection with the offering) or,if the selling discounts or commissions are variable, the basis of determiningthem and their maximum and minimum amounts; the estimated amounts of otherselling expenses, including legal, engineering, and accounting charges; thename and address of every underwriter and every recipient of a finder's fee; acopy of any underwriting or selling‑group agreement pursuant to which thedistribution is to be made, or the proposed form of any such agreement whoseterms have not yet been determined; and a description of the plan ofdistribution of any securities which are to be offered otherwise than throughan underwriter;
(9) The estimated cashproceeds to be received by the issuer from the offering; the purposes for whichthe proceeds are to be used by the issuer; the amount to be used for eachpurpose; the order or priority in which the proceeds will be used for thepurposes stated; the amount of any funds to be raised from other sources toachieve the purposes stated; the sources of any such funds; and, if any part ofthe proceeds is to be used to acquire any property (including goodwill)otherwise than in the ordinary course of business, the names and addresses ofthe vendors, the purchase price, the names of any persons who have receivedcommissions in connection with the acquisition, and the amounts of any suchcommissions and any other expense in connection with the acquisition (includingthe cost of borrowing money to finance the acquisition);
(10) A description of anystock options or other security options outstanding, or to be created inconnection with the offering, together with the amount of any such options heldor to be held by every person required to be named in subdivisions (2), (4),(5), (6), or (8) and by any person who holds or will hold ten percent (10%) ormore in the aggregate of any such options;
(11) The dates of, partiesto, and general effect concisely stated of, every management or other materialcontract made or to be made otherwise than in the ordinary course of businessif it is to be performed in whole or in part at or after the filing of theregistration statement or was made within the past two years, together with acopy of every such contract; and a description of any pending litigation or proceedingto which the issuer is a party and which materially affects its business orassets (including any such litigation or proceeding known to be contemplated bygovernmental authorities);
(12) A copy of anyprospectus, pamphlet, circular, form letter, advertisement, or other salesliterature intended as of the effective date to be used in connection with theoffering; if the security is a viatical settlement contract, the prospectus andadvertising shall comply with G.S. 78A‑13 and G.S. 78A‑14 relatingto the offering of viatical settlement contracts;
(13) A specimen or copy ofthe security being registered; a copy of the issuer's articles of incorporationand bylaws, or their substantial equivalents, as currently in effect; and acopy of any indenture or other instrument covering the security to beregistered;
(14) A signed or conformedcopy of an opinion of counsel as to the legality of the security beingregistered (with an English translation if it is in a foreign language), whichshall state whether the security when sold will be legally issued, fully paid,and nonassessable, and, if a debt security, a binding obligation of the issuer;
(15) The written consentof any accountant, engineer, appraiser, or other person whose profession givesauthority to a statement made by him, if any such person is named as havingprepared or certified a report or valuation (other than a public and officialdocument or statement) which is used in connection with the registrationstatement;
(16) A balance sheet ofthe issuer as of a date within four months prior to the filing of theregistration statement; a profit and loss statement and analysis of surplus foreach of the three fiscal years preceding the date of the balance sheet and forany period between the close of the last fiscal year and the date of thebalance sheet, or for the period of the issuer's and any predecessors'existence if less than three years; and, if any part of the proceeds of theoffering is to be applied to the purchase of any business, the same financialstatements which would be required if that business were the registrant; and
(17) Such additionalinformation as the Administrator requires by rule or order.
(c) A registrationstatement under this section becomes effective when the Administrator soorders.
(d) The Administratormay by rule or order require as a condition of registration under this sectionthat a prospectus containing any designated part of the information specifiedin subsection (b) be sent or given to each person to whom an offer is madebefore or concurrently with (i) the first written offer made to him (otherwisethan by means of a public advertisement) by or for the account of the issuer orany other person on whose behalf the offering is being made, or by anyunderwriter or dealer who is offering part of an unsold allotment orsubscription taken by him as a participant in the distribution, (ii) theconfirmation of any sale made by or for the account of any such person, (iii)payment pursuant to any such sale, or (iv) delivery of the security pursuant toany such sale, whichever first occurs. (1927, c. 149, s. 9; 1955, c. 436, s. 7; 1973, c.1380; 1975, c. 19, s. 21; 2001‑436, s. 9.)
