[§485A-303]  Securities registration by
qualification.  (a)  A security may be registered by qualification under
this section.



(b)  A registration statement under this
section shall contain the information or records specified in section 485A-304,
a consent to service of process complying with section 485A-610, and, if
required by rule adopted or order issued under this chapter, the following
information or records:



(1)  With respect to the issuer and any significant
subsidiary, its name, address, and form of organization; the state or foreign
jurisdiction and date of its organization; the general character and location
of its business; a description of its physical properties and equipment; and a
statement of the general competitive conditions in the industry or business in
which it is or will be engaged;



(2)  With respect to each director and officer of the
issuer, and other person having a similar status or performing similar
functions, the person's name, address, and principal occupation for the previous
five years; the amount of securities of the issuer held by the person as of the
thirtieth day before the filing of the registration statement; the amount of
the securities covered by the registration statement to which the person has
indicated an intention to subscribe; and a description of any material interest
of the person in any material transaction with the issuer or a significant
subsidiary effected within the previous three years or proposed to be effected;



(3)  With respect to persons covered by paragraph (2),
the aggregate sum of the remuneration paid to those persons during the previous
twelve months and estimated to be paid during the next twelve months, directly
or indirectly, by the issuer, and all predecessors, parents, subsidiaries, and
affiliates of the issuer;



(4)  With respect to a person owning of record or
owning beneficially, if known, ten per cent or more of the outstanding shares
of any class of equity security of the issuer, the information specified in
paragraph (2) other than the person's occupation;



(5)  With respect to a promoter, if the issuer was
organized within the previous three years, the information or records specified
in paragraph (2), any amount paid to the promoter within that period or
intended to be paid to the promoter, and the consideration for the payment;



(6)  With respect to a person on whose behalf any part
of the offering is to be made in a nonissuer distribution, the person's name
and address; the amount of securities of the issuer held by the person as of
the date of the filing of the registration statement; a description of any
material interest of the person in any material transaction with the issuer or
any significant subsidiary effected within the previous three years or proposed
to be effected; and a statement of the reasons for making the offering;



(7)  The capitalization and long-term debt, on both a
current and pro forma basis, of the issuer and any significant subsidiary,
including a description of each security outstanding or being registered or
otherwise offered, and a statement of the amount and kind of consideration,
whether in the form of cash, physical assets, services, patents, goodwill, or
anything else of value, for which the issuer or any subsidiary has issued its
securities within the previous two years or is obligated to issue its
securities;



(8)  The kind and amount of securities to be offered;
the proposed offering price or the method by which it is to be computed; any
variation at which a proportion of the offering is to be made to a person or
class of persons other than the underwriters, with a specification of the
person or class; the basis on which the offering is to be made if otherwise
than for cash; the estimated aggregate underwriting and selling discounts or
commissions and finder's fees, including separately cash, securities,
contracts, or anything else of value to accrue to the underwriters or finders
in connection with the offering or, if the selling discounts or commissions are
variable, the basis of determining them and their maximum and minimum amounts;
the estimated amounts of other selling expenses, including legal, engineering,
and accounting charges; the name and address of each underwriter and each
recipient of a finder's fee; a copy of any underwriting or selling group agreement
under which the distribution is to be made or the proposed form of any such
agreement whose terms have not yet been determined; and a description of the
plan of distribution of any securities that are to be offered otherwise than
through an underwriter;



(9)  The estimated monetary proceeds to be received by
the issuer from the offering; the purposes for which the proceeds are to be
used by the issuer; the estimated amount to be used for each purpose; the order
or priority in which the proceeds will be used for the purposes stated; the
amounts of any funds to be raised from other sources to achieve the purposes
stated; the sources of the funds; and, if a part of the proceeds is to be used
to acquire property, including goodwill, otherwise than in the ordinary course
of business, the names and addresses of the vendors, the purchase price, the
names of any persons that have received commissions in connection with the
acquisition, and the amounts of the commissions and other expenses in
connection with the acquisition, including the cost of borrowing money to
finance the acquisition;



(10)  A description of any stock options or other
security options outstanding, or to be created in connection with the offering,
and the amount of those options held or to be held by each person required to
be named in paragraph (2), (4), (5), (6), or (8) and by any person that holds
or will hold ten per cent or more in the aggregate of those options;



(11)  The dates of, parties to, and general effect
concisely stated of each managerial or other material contract made or to be
made otherwise than in the ordinary course of business to be performed in whole
or in part at or after the filing of the registration statement or that was
made within the previous two years, and a copy of the contract;



(12)  A description of any pending litigation, action,
or proceeding to which the issuer is a party and that materially affects its
business or assets, and any litigation, action, or proceeding known to be
contemplated by governmental authorities;



(13)  A copy of any prospectus, pamphlet, circular,
form letter, advertisement, or other sales literature intended as of the
effective date to be used in connection with the offering and any solicitation
of interest used in compliance with section [485A-202(a)(17)(B)]; provided that
the prospectus required for registration by qualification under paragraph (13)
may be satisfied by the Small Corporate Offerings Registration Form (Form U-7)
adopted by the North American Securities Administrators Association; provided
further that all of the qualifications in the instructions for use of the form
are fulfilled;



(14)  A specimen or copy of the security being
registered, unless the security is uncertificated; a copy of the issuer's
articles of incorporation and bylaws or their substantial equivalents, in
effect; and a copy of any indenture or other instrument covering the security
to be registered;



(15)  A signed or conformed copy of an opinion of
counsel concerning the legality of the security being registered, with an
English translation if it is in a language other than English, which states
whether the security when sold will be validly issued, fully paid, and
nonassessable and, if a debt security, a binding obligation of the issuer;



(16)  A signed or conformed copy of a consent of any
accountant, engineer, appraiser, or other person whose profession gives
authority for a statement made by the person, if the person is named as having
prepared or certified a report or valuation, other than an official record,
that is public, which is used in connection with the registration statement;



(17)  A balance sheet of the issuer as of a date within
four months before the filing of the registration statement; a statement of
income and a statement of cash flows for each of the three fiscal years
preceding the date of the balance sheet and for any period between the close of
the immediately previous fiscal year and the date of the balance sheet, or for
the period of the issuer's and any predecessor's existence if less than three
years; and, if any part of the proceeds of the offering is to be applied to the
purchase of a business, the financial statements that would be required if that
business were the registrant; and



(18)  Any additional information or records required by
rule adopted or order issued under this chapter.



(c)  A registration statement under this
section becomes effective forty-five days, or any shorter period provided by
rule adopted or order issued under this chapter, after the date the
registration statement or the last amendment other than a price amendment is
filed, if:



(1)  A stop order is not in effect and a proceeding is
not pending under section 485A-305;



(2)  The commissioner has not issued an order under
section 485A-305 delaying effectiveness; or



(3)  The applicant or registrant has not requested
that effectiveness be delayed.



(d)  The commissioner may delay effectiveness
once for not more than ninety days if the commissioner determines the
registration statement is not complete in all material respects and promptly
notifies the applicant or registrant of that determination.  The commissioner
may also delay effectiveness for a further period of not more than thirty days
if the commissioner determines that the delay is necessary or appropriate.



(e)  A rule adopted or order issued under this
chapter may require as a condition of registration under this section that a
prospectus containing a specified part of the information or record specified
in subsection (b) be sent or given to each person to which an offer is made,
before or concurrently, with the earliest of:



(1)  The first offer made in a record to the person
otherwise than by means of a public advertisement, by or for the account of the
issuer or another person on whose behalf the offering is being made or by an
underwriter or broker-dealer that is offering part of an unsold allotment or
subscription taken by the person as a participant in the distribution;



(2)  The confirmation of a sale made by or for the
account of the person;



(3)  Payment pursuant to a sale under paragraph (2);
or



(4)  Delivery of the security pursuant to a sale under
paragraph (2). [L 2006, c 229, pt of §1]