§417E-2  Registration of take-over offers. (a)  It is unlawful for any person to make a take-over offer or to acquire anyequity securities pursuant to the offer, unless the offer is effective underthis chapter.  A take-over offer is effective when the offeror files with thecommissioner a registration statement containing the information prescribed insubsection (f).  The offeror shall deliver a copy of the registration statementby certified mail to the target company at its principal office and publiclydisclose the material terms of the proposed offer, not later than the date offiling of the registration statement.  Public disclosure shall require, at aminimum, that a copy of the registration statement be supplied to allbroker-dealers maintaining an office in this State currently quoting thesecurity.

(b)  The registration shall be filed on formsprescribed by the commissioner, and shall be accompanied by a consent by theofferor to service of process and the filing fee specified in section 417E-7,and shall contain the following information:

(1)  All of the information specified in subsection(f);

(2)  Two copies of all solicitation materials intendedto be used in the take-over offer in the form proposed to be published or sentor delivered to offerees;

(3)  If the offeror is other than a natural person,information concerning its organization and operations, including the year,form and jurisdiction of its organization, a description of each class ofequity security and long-term debt, a description of the business conducted bythe offeror and its subsidiaries and any material changes therein during thepast three years, a description of the location and character of the principalproperties of the offeror and its subsidiaries, a description of any materialpending legal or administrative proceedings in which the offeror or any of itssubsidiaries is a party, the names of all directors and executive officers ofthe offeror and their material business activities and affiliations during thepast three years, and financial statements of the offeror in such form and forsuch period of time as the commissioner may prescribe by rule;

(4)  If the offeror is a natural person, informationconcerning the offeror's identity and background, including business activitiesand affiliations during the past three years, and a description of any materialpending legal or administrative proceedings in which the offeror is a party.

(c)  Registration is not deemed approval by thecommissioner and any representation to the contrary is unlawful.

(d)  Within three calendar days of the date offiling of the registration statement, the commissioner may by order summarilysuspend the effectiveness of the take-over offer if the commissioner determinesthat the registration statement does not contain all of the informationspecified in subsection (f) or that the take-over offer materials provided toofferees do not provide full disclosure to offerees of all material informationconcerning the take-over offer.  The suspension shall remain in effect onlyuntil the determination following a hearing held pursuant to subsection (e).

(e)  A hearing shall be scheduled by thecommissioner with respect to each suspension under this section and shall beheld within ten calendar days of the date of the suspension.  Chapter 91 doesnot apply to the hearing.  The commissioner's finding shall be made withinthree calendar days after such hearing has been completed but not more thansixteen calendar days after the date of the suspension.  The commissioner mayprescribe different time limits than those specified in this subsection by ruleor order.  If, based upon the hearing, the commissioner finds that thetake-over offer fails to provide for full and fair disclosure to offerees ofall material information concerning the offer, or that the take-over offer isin material violation of any provision of this chapter, the commissioner shallpermanently suspend the effectiveness of the take-over offer, subject to theright of the offeror to correct disclosure and other deficiencies identified bythe commissioner and to reinstitute the take-over offer by filing a new oramended registration statement.

(f)  The form required to be filed by thissection shall contain the following information:

(1)  The identity and background of all persons onwhose behalf the acquisition of any equity security of the issuer has been oris to be affected;

(2)  The source and amount of funds or otherconsideration used or to be used in acquiring any equity security, including,if applicable, a statement describing any securities which are being offered inexchange for the equity securities of the issuer, and if any part of theacquisition price is or will be represented by borrowed funds or otherconsideration, a description of the material terms of any financingarrangements and the names of the parties from whom the funds were borrowed;

(3)  If the purpose of the acquisition is to gaincontrol of the target company, a statement of any plans or proposals which theperson, upon gaining control, has to liquidate the issuer, sell its assets,effect its merger or consolidation, change the location of its principalexecutive office or of a material portion of its business activities, changeits management or policies of employment, materially alter its relationshipwith suppliers or customers or the communities in which it operates, or makeany other major change in its business, corporate structure, management orpersonnel, and other information which would affect the shareholders'evaluation of the acquisition;

(4)  The number of shares or units of any equitysecurity of the issuer owned beneficially by the person and any affiliate orassociate of the person, together with the name and address of each affiliateor associate;

(5)  The material terms of any contract, arrangement,or understanding with any other person with respect to the equity securities ofthe issuer whereby the person filing the statement has or will acquire anyinterest in additional equity securities of the issuer, or is or will beobligated to transfer any interest in the equity securities to another. [L1985, c 32, pt of §2]