(a) The followingsecurities may be registered by notification whether or not they are alsoeligible for registration by coordination under G.S. 78A‑26:
(1) Any security whoseissuer and any predecessors have been in continuous operation for at least fiveyears if
a. There has been nodefault during the current fiscal year or within the three preceding fiscalyears in the payment of principal, interest, dividends, or distributions on anysecurity of the issuer (or any predecessor) with a fixed maturity or a fixedinterest or dividend or distribution provision, and
b. The issuer and anypredecessors during the past three fiscal years have had average net earnings,determined in accordance with generally accepted accounting principles, (i)which are applicable to all securities without a fixed maturity or a fixedinterest or dividend or distribution provision outstanding at the date theregistration statement is filed and equal at least five percent (5%) of theamount of such outstanding securities (as measured by the maximum offeringprice or the market price on a day, selected by the registrant, within 30 daysbefore the date of filing the registration statement, whichever is higher, orbook value on a day, selected by the registrant, within 90 days of the date offiling the registration statement to the extent that there is neither a readilydeterminable market price nor a cash offering price), or (ii) which, if theissuer and any predecessors have not had any security of the type specified inclause (i) outstanding for three full fiscal years, equal at least five percent(5%) of the amount (as measured in clause (i)) of all securities which will beoutstanding if all the securities being offered or proposed to be offered(whether or not they are proposed to be registered or offered in this State)are issued;
(2) Any security (otherthan a certificate of interest or participation in an oil, gas, or mining titleor lease or in payments out of production under such a title or lease)registered for nonissuer distribution if (i) any security of the same class hasbeen registered under this Chapter or a predecessor law within five years ofthe date of filing the registration statement, or (ii) the security beingregistered was originally issued within five years of the date of filing theregistration statement pursuant to an exemption under this Chapter or apredecessor law;
(3) Any bonds or notessecured by a first mortgage upon agricultural lands used and valuable foragricultural purposes (not including oil, gas or mining property or leases) andthe principal value of the bonds or notes does not exceed sixty percent (60%)of the then fair market value of the lands and improvements thereon;
(4) Any bonds or notessecured by a first mortgage on city, town, or village real estate situated inany state or in Canada if the principal value of the bonds and notes does notexceed sixty percent (60%) of the fair market value of the land andimprovements thereon and the real estate is used principally to produce throughrental a net annual income or has a fair net rental value at least equal to theannual interest on the bonds and notes, plus not less than three percent (3%)of the principal of said mortgage indebtedness;
(5) Any bond or notesecured by a first lien on collateral pledged as security with a bank or trustcompany as trustee, which bank or trust company is incorporated under the lawsof and subject to examination and supervision by the United States or by astate of the United States, and which collateral shall consist of (i) aprincipal amount of first mortgage bonds or notes meeting the requirements ofG.S. 78A‑25(a)(3) or 78A‑25(a)(4) or (ii) a principal amount ofobligations of the United States or (iii) cash equal to not less than onehundred percent (100%) of the principal secured, or (iv) a principal amount ofobligations meeting the requirements of (i), (ii) or (iii) of this subdivisionin any combination.
(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) A statementdemonstrating eligibility for registration by notification;
(2) With respect to theissuer and any significant subsidiary: its name, address, and form oforganization; the state (or foreign jurisdiction) and the date of itsorganization; and the general character and location of its business;
(3) 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; and astatement of his reasons for making the offering;
(4) A description of thesecurity being registered;
(5) The information anddocuments specified in subdivisions (8), (10) and (12) of G.S. 78A‑27(b);and
(6) In the case of anyregistration under G.S. 78A‑25(a)(2) which does not also satisfy theconditions of G.S. 78A‑25(a)(1), a balance sheet of the issuer as of adate within four months prior to the filing of the registration statement, anda summary of earnings for each of the two fiscal years preceding the date ofthe balance sheet and for any period between the close of the last fiscal yearand the date of the balance sheet, or for the period of the issuer's and anypredecessors' existence if less than two years.
(c) If no stop order isin effect and no proceeding is pending under G.S. 78A‑29, a registrationstatement under this section automatically becomes effective at three o'clockRaleigh, North Carolina time in the afternoon of the tenth full business dayafter the filing of the registration statement or the last amendment, or atsuch earlier time as the Administrator determines. (1927, c. 149, s. 8; 1955, c.436, s. 6; 1973, c. 1380; 1975, c. 144, s. 1; 2001‑201, s. 13; 2003‑413,s. 2.)
(a) The followingsecurities may be registered by notification whether or not they are alsoeligible for registration by coordination under G.S. 78A‑26:
(1) Any security whoseissuer and any predecessors have been in continuous operation for at least fiveyears if
a. There has been nodefault during the current fiscal year or within the three preceding fiscalyears in the payment of principal, interest, dividends, or distributions on anysecurity of the issuer (or any predecessor) with a fixed maturity or a fixedinterest or dividend or distribution provision, and
b. The issuer and anypredecessors during the past three fiscal years have had average net earnings,determined in accordance with generally accepted accounting principles, (i)which are applicable to all securities without a fixed maturity or a fixedinterest or dividend or distribution provision outstanding at the date theregistration statement is filed and equal at least five percent (5%) of theamount of such outstanding securities (as measured by the maximum offeringprice or the market price on a day, selected by the registrant, within 30 daysbefore the date of filing the registration statement, whichever is higher, orbook value on a day, selected by the registrant, within 90 days of the date offiling the registration statement to the extent that there is neither a readilydeterminable market price nor a cash offering price), or (ii) which, if theissuer and any predecessors have not had any security of the type specified inclause (i) outstanding for three full fiscal years, equal at least five percent(5%) of the amount (as measured in clause (i)) of all securities which will beoutstanding if all the securities being offered or proposed to be offered(whether or not they are proposed to be registered or offered in this State)are issued;
(2) Any security (otherthan a certificate of interest or participation in an oil, gas, or mining titleor lease or in payments out of production under such a title or lease)registered for nonissuer distribution if (i) any security of the same class hasbeen registered under this Chapter or a predecessor law within five years ofthe date of filing the registration statement, or (ii) the security beingregistered was originally issued within five years of the date of filing theregistration statement pursuant to an exemption under this Chapter or apredecessor law;
(3) Any bonds or notessecured by a first mortgage upon agricultural lands used and valuable foragricultural purposes (not including oil, gas or mining property or leases) andthe principal value of the bonds or notes does not exceed sixty percent (60%)of the then fair market value of the lands and improvements thereon;
(4) Any bonds or notessecured by a first mortgage on city, town, or village real estate situated inany state or in Canada if the principal value of the bonds and notes does notexceed sixty percent (60%) of the fair market value of the land andimprovements thereon and the real estate is used principally to produce throughrental a net annual income or has a fair net rental value at least equal to theannual interest on the bonds and notes, plus not less than three percent (3%)of the principal of said mortgage indebtedness;
(5) Any bond or notesecured by a first lien on collateral pledged as security with a bank or trustcompany as trustee, which bank or trust company is incorporated under the lawsof and subject to examination and supervision by the United States or by astate of the United States, and which collateral shall consist of (i) aprincipal amount of first mortgage bonds or notes meeting the requirements ofG.S. 78A‑25(a)(3) or 78A‑25(a)(4) or (ii) a principal amount ofobligations of the United States or (iii) cash equal to not less than onehundred percent (100%) of the principal secured, or (iv) a principal amount ofobligations meeting the requirements of (i), (ii) or (iii) of this subdivisionin any combination.
(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) A statementdemonstrating eligibility for registration by notification;
(2) With respect to theissuer and any significant subsidiary: its name, address, and form oforganization; the state (or foreign jurisdiction) and the date of itsorganization; and the general character and location of its business;
(3) 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; and astatement of his reasons for making the offering;
(4) A description of thesecurity being registered;
(5) The information anddocuments specified in subdivisions (8), (10) and (12) of G.S. 78A‑27(b);and
(6) In the case of anyregistration under G.S. 78A‑25(a)(2) which does not also satisfy theconditions of G.S. 78A‑25(a)(1), a balance sheet of the issuer as of adate within four months prior to the filing of the registration statement, anda summary of earnings for each of the two fiscal years preceding the date ofthe balance sheet and for any period between the close of the last fiscal yearand the date of the balance sheet, or for the period of the issuer's and anypredecessors' existence if less than two years.
(c) If no stop order isin effect and no proceeding is pending under G.S. 78A‑29, a registrationstatement under this section automatically becomes effective at three o'clockRaleigh, North Carolina time in the afternoon of the tenth full business dayafter the filing of the registration statement or the last amendment, or atsuch earlier time as the Administrator determines. (1927, c. 149, s. 8; 1955, c.436, s. 6; 1973, c. 1380; 1975, c. 144, s. 1; 2001‑201, s. 13; 2003‑413,s. 2.)
(a) The followingsecurities may be registered by notification whether or not they are alsoeligible for registration by coordination under G.S. 78A‑26:
(1) Any security whoseissuer and any predecessors have been in continuous operation for at least fiveyears if
a. There has been nodefault during the current fiscal year or within the three preceding fiscalyears in the payment of principal, interest, dividends, or distributions on anysecurity of the issuer (or any predecessor) with a fixed maturity or a fixedinterest or dividend or distribution provision, and
b. The issuer and anypredecessors during the past three fiscal years have had average net earnings,determined in accordance with generally accepted accounting principles, (i)which are applicable to all securities without a fixed maturity or a fixedinterest or dividend or distribution provision outstanding at the date theregistration statement is filed and equal at least five percent (5%) of theamount of such outstanding securities (as measured by the maximum offeringprice or the market price on a day, selected by the registrant, within 30 daysbefore the date of filing the registration statement, whichever is higher, orbook value on a day, selected by the registrant, within 90 days of the date offiling the registration statement to the extent that there is neither a readilydeterminable market price nor a cash offering price), or (ii) which, if theissuer and any predecessors have not had any security of the type specified inclause (i) outstanding for three full fiscal years, equal at least five percent(5%) of the amount (as measured in clause (i)) of all securities which will beoutstanding if all the securities being offered or proposed to be offered(whether or not they are proposed to be registered or offered in this State)are issued;
(2) Any security (otherthan a certificate of interest or participation in an oil, gas, or mining titleor lease or in payments out of production under such a title or lease)registered for nonissuer distribution if (i) any security of the same class hasbeen registered under this Chapter or a predecessor law within five years ofthe date of filing the registration statement, or (ii) the security beingregistered was originally issued within five years of the date of filing theregistration statement pursuant to an exemption under this Chapter or apredecessor law;
(3) Any bonds or notessecured by a first mortgage upon agricultural lands used and valuable foragricultural purposes (not including oil, gas or mining property or leases) andthe principal value of the bonds or notes does not exceed sixty percent (60%)of the then fair market value of the lands and improvements thereon;
(4) Any bonds or notessecured by a first mortgage on city, town, or village real estate situated inany state or in Canada if the principal value of the bonds and notes does notexceed sixty percent (60%) of the fair market value of the land andimprovements thereon and the real estate is used principally to produce throughrental a net annual income or has a fair net rental value at least equal to theannual interest on the bonds and notes, plus not less than three percent (3%)of the principal of said mortgage indebtedness;
(5) Any bond or notesecured by a first lien on collateral pledged as security with a bank or trustcompany as trustee, which bank or trust company is incorporated under the lawsof and subject to examination and supervision by the United States or by astate of the United States, and which collateral shall consist of (i) aprincipal amount of first mortgage bonds or notes meeting the requirements ofG.S. 78A‑25(a)(3) or 78A‑25(a)(4) or (ii) a principal amount ofobligations of the United States or (iii) cash equal to not less than onehundred percent (100%) of the principal secured, or (iv) a principal amount ofobligations meeting the requirements of (i), (ii) or (iii) of this subdivisionin any combination.
(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) A statementdemonstrating eligibility for registration by notification;
(2) With respect to theissuer and any significant subsidiary: its name, address, and form oforganization; the state (or foreign jurisdiction) and the date of itsorganization; and the general character and location of its business;
(3) 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; and astatement of his reasons for making the offering;
(4) A description of thesecurity being registered;
(5) The information anddocuments specified in subdivisions (8), (10) and (12) of G.S. 78A‑27(b);and
(6) In the case of anyregistration under G.S. 78A‑25(a)(2) which does not also satisfy theconditions of G.S. 78A‑25(a)(1), a balance sheet of the issuer as of adate within four months prior to the filing of the registration statement, anda summary of earnings for each of the two fiscal years preceding the date ofthe balance sheet and for any period between the close of the last fiscal yearand the date of the balance sheet, or for the period of the issuer's and anypredecessors' existence if less than two years.
(c) If no stop order isin effect and no proceeding is pending under G.S. 78A‑29, a registrationstatement under this section automatically becomes effective at three o'clockRaleigh, North Carolina time in the afternoon of the tenth full business dayafter the filing of the registration statement or the last amendment, or atsuch earlier time as the Administrator determines. (1927, c. 149, s. 8; 1955, c.436, s. 6; 1973, c. 1380; 1975, c. 144, s. 1; 2001‑201, s. 13; 2003‑413,s. 2.)
