§ 7-11-302 Registration by filing. –(a) Securities for which a registration statement has been filed under theSecurities Act of 1933, 15 U.S.C. § 77a et seq., in connection with theoffering of the securities may be registered by filing, whether or not they arealso eligible for registration under § 7-11-303 or § 7-11-304, if thefollowing conditions are satisfied:
(1) The issuer is organized under the laws of the UnitedStates or a state or, if the issuer is not organized under the laws of theUnited States or a state, it has appointed a duly authorized agent in theUnited States for service of process;
(2) The issuer has actively engaged in business operations inthe United States for a period of at least thirty-six (36) consecutive calendarmonths immediately before the filing of the federal registration statement;
(3) The issuer has registered a class of equity securitiesunder § 12(b) or 12(g) of the Securities Exchange Act of 1934, 15 U.S.C.§§ 78l(b) or (g), which class of securities is held of record by fivehundred (500) or more persons;
(4) The issuer has:
(i) (A) A total net worth of four million dollars($4,000,000); or
(B) A total net worth of two million dollars ($2,000,000) andnet pretax income from operations before allowances for extraordinary items,for at least two (2) of the three (3) preceding fiscal years;
(ii) Not less than four hundred thousand (400,000) units ofthe class of security registered under § 12 of the Securities Exchange Actof 1934, 15 U.S.C. § 78l, held by the public, excluding securities held byofficers and directors of the issuer, underwriters, and persons beneficiallyowning ten percent (10%) or more of that class of security; and
(iii) Outstanding warrants and options held by theunderwriters and executive officers and directors of the issuer in an amountnot exceeding ten percent (10%) of the total number of shares to be outstandingafter completion of the offering of the securities being registered;
(5) The issuer has been subject to the requirements of §12 of the Securities Exchange Act of 1934 and has filed all the materialrequired to be filed under §§ 13 and 14 of that Act, 15 U.S.C.§§ 78m and 78n, for at least thirty-six (36) calendar monthsimmediately before the filing of the federal registration statement and theissuer has filed in a timely manner all reports required to be filed during thetwelve (12) calendar months immediately before the filing of the federalregistration statement;
(6) For a period of at least thirty (30) days during thethree (3) months preceding the offering of the securities registered there havebeen at least four (4) market makers for the class of equity securitiesregistered under § 12 of the Securities Exchange Act of 1934;
(7) Each of the underwriters participating in the offering ofthe securities, and each broker dealer who will offer the securities in thisstate, is a member of, or is subject to the rules of fair practice of, anational association of securities dealers with respect to the offering and theunderwriters have contracted to purchase the securities offered in a principalcapacity;
(8) The aggregate commissions or discounts to be received bythe underwriters will not exceed ten percent (10%) of the aggregate price atwhich the securities being registered are offered to the public;
(9) Neither the issuer nor any of its subsidiaries, since theend of the last fiscal year preceding the filing of the registration statement,have:
(i) Failed to pay a dividend or sinking fund installment onpreferred stock;
(ii) Defaulted on indebtedness for borrowed money; or
(iii) Defaulted on the rental of one or more long termleases; which defaults in the aggregate are material to the financial positionof the issuer and its subsidiaries, taken as a whole; and
(10) In the case of equity securities, the price at which thesecurities will be offered to the public is not less than five dollars ($5.00)per share.
(b) A registration statement under this section must containthe following information and be accompanied by the following documents inaddition to the information specified in § 7-11-305(c) and the consent toservice of process required by § 7-11-708:
(1) A statement demonstrating eligibility for registration byfiling;
(2) The name, address, and form of organization of the issuer;
(3) With respect to a person on whose behalf a part of theoffering is to be made in a nonissuer distribution: name and address; theamount of securities of the issuer held by the person as of the date of thefiling of the registration statement; and a statement of the reasons for makingthe offering;
(4) A description of the securities being registered; and
(5) A copy of the latest prospectus filed with theregistration statement under and satisfying the requirements of § 10 ofthe Securities Exchange Act of 1933, 15 U.S.C. § 77j.
(c) If the information and documents required to be filed bysubsection (b) have been on file with the director for at least five (5)business days, or any shorter period as the director allows by rule or orderand the applicable registration fee has been paid before the effectiveness ofthe federal registration statement, a registration statement under this sectionautomatically becomes effective concurrently with the effectiveness of thefederal registration statement. If the federal registration statement becomeseffective before the conditions in this subsection are satisfied and they arenot waived, the registration statement becomes effective when the conditionsare satisfied. The registrant shall promptly notify the director by telephoneor telegram of the date and time when the federal registration statementbecomes effective and any content of the price amendment and shall promptlyfile a post effective amendment containing the information and documents in theprice amendment. The director shall promptly acknowledge receipt ofnotification and effectiveness of the registration statement as of the date andtime the registration statement became effective with the securities andexchange commission.
§ 7-11-302 Registration by filing. –(a) Securities for which a registration statement has been filed under theSecurities Act of 1933, 15 U.S.C. § 77a et seq., in connection with theoffering of the securities may be registered by filing, whether or not they arealso eligible for registration under § 7-11-303 or § 7-11-304, if thefollowing conditions are satisfied:
(1) The issuer is organized under the laws of the UnitedStates or a state or, if the issuer is not organized under the laws of theUnited States or a state, it has appointed a duly authorized agent in theUnited States for service of process;
(2) The issuer has actively engaged in business operations inthe United States for a period of at least thirty-six (36) consecutive calendarmonths immediately before the filing of the federal registration statement;
(3) The issuer has registered a class of equity securitiesunder § 12(b) or 12(g) of the Securities Exchange Act of 1934, 15 U.S.C.§§ 78l(b) or (g), which class of securities is held of record by fivehundred (500) or more persons;
(4) The issuer has:
(i) (A) A total net worth of four million dollars($4,000,000); or
(B) A total net worth of two million dollars ($2,000,000) andnet pretax income from operations before allowances for extraordinary items,for at least two (2) of the three (3) preceding fiscal years;
(ii) Not less than four hundred thousand (400,000) units ofthe class of security registered under § 12 of the Securities Exchange Actof 1934, 15 U.S.C. § 78l, held by the public, excluding securities held byofficers and directors of the issuer, underwriters, and persons beneficiallyowning ten percent (10%) or more of that class of security; and
(iii) Outstanding warrants and options held by theunderwriters and executive officers and directors of the issuer in an amountnot exceeding ten percent (10%) of the total number of shares to be outstandingafter completion of the offering of the securities being registered;
(5) The issuer has been subject to the requirements of §12 of the Securities Exchange Act of 1934 and has filed all the materialrequired to be filed under §§ 13 and 14 of that Act, 15 U.S.C.§§ 78m and 78n, for at least thirty-six (36) calendar monthsimmediately before the filing of the federal registration statement and theissuer has filed in a timely manner all reports required to be filed during thetwelve (12) calendar months immediately before the filing of the federalregistration statement;
(6) For a period of at least thirty (30) days during thethree (3) months preceding the offering of the securities registered there havebeen at least four (4) market makers for the class of equity securitiesregistered under § 12 of the Securities Exchange Act of 1934;
(7) Each of the underwriters participating in the offering ofthe securities, and each broker dealer who will offer the securities in thisstate, is a member of, or is subject to the rules of fair practice of, anational association of securities dealers with respect to the offering and theunderwriters have contracted to purchase the securities offered in a principalcapacity;
(8) The aggregate commissions or discounts to be received bythe underwriters will not exceed ten percent (10%) of the aggregate price atwhich the securities being registered are offered to the public;
(9) Neither the issuer nor any of its subsidiaries, since theend of the last fiscal year preceding the filing of the registration statement,have:
(i) Failed to pay a dividend or sinking fund installment onpreferred stock;
(ii) Defaulted on indebtedness for borrowed money; or
(iii) Defaulted on the rental of one or more long termleases; which defaults in the aggregate are material to the financial positionof the issuer and its subsidiaries, taken as a whole; and
(10) In the case of equity securities, the price at which thesecurities will be offered to the public is not less than five dollars ($5.00)per share.
(b) A registration statement under this section must containthe following information and be accompanied by the following documents inaddition to the information specified in § 7-11-305(c) and the consent toservice of process required by § 7-11-708:
(1) A statement demonstrating eligibility for registration byfiling;
(2) The name, address, and form of organization of the issuer;
(3) With respect to a person on whose behalf a part of theoffering is to be made in a nonissuer distribution: name and address; theamount of securities of the issuer held by the person as of the date of thefiling of the registration statement; and a statement of the reasons for makingthe offering;
(4) A description of the securities being registered; and
(5) A copy of the latest prospectus filed with theregistration statement under and satisfying the requirements of § 10 ofthe Securities Exchange Act of 1933, 15 U.S.C. § 77j.
(c) If the information and documents required to be filed bysubsection (b) have been on file with the director for at least five (5)business days, or any shorter period as the director allows by rule or orderand the applicable registration fee has been paid before the effectiveness ofthe federal registration statement, a registration statement under this sectionautomatically becomes effective concurrently with the effectiveness of thefederal registration statement. If the federal registration statement becomeseffective before the conditions in this subsection are satisfied and they arenot waived, the registration statement becomes effective when the conditionsare satisfied. The registrant shall promptly notify the director by telephoneor telegram of the date and time when the federal registration statementbecomes effective and any content of the price amendment and shall promptlyfile a post effective amendment containing the information and documents in theprice amendment. The director shall promptly acknowledge receipt ofnotification and effectiveness of the registration statement as of the date andtime the registration statement became effective with the securities andexchange commission.
§ 7-11-302 Registration by filing. –(a) Securities for which a registration statement has been filed under theSecurities Act of 1933, 15 U.S.C. § 77a et seq., in connection with theoffering of the securities may be registered by filing, whether or not they arealso eligible for registration under § 7-11-303 or § 7-11-304, if thefollowing conditions are satisfied:
(1) The issuer is organized under the laws of the UnitedStates or a state or, if the issuer is not organized under the laws of theUnited States or a state, it has appointed a duly authorized agent in theUnited States for service of process;
(2) The issuer has actively engaged in business operations inthe United States for a period of at least thirty-six (36) consecutive calendarmonths immediately before the filing of the federal registration statement;
(3) The issuer has registered a class of equity securitiesunder § 12(b) or 12(g) of the Securities Exchange Act of 1934, 15 U.S.C.§§ 78l(b) or (g), which class of securities is held of record by fivehundred (500) or more persons;
(4) The issuer has:
(i) (A) A total net worth of four million dollars($4,000,000); or
(B) A total net worth of two million dollars ($2,000,000) andnet pretax income from operations before allowances for extraordinary items,for at least two (2) of the three (3) preceding fiscal years;
(ii) Not less than four hundred thousand (400,000) units ofthe class of security registered under § 12 of the Securities Exchange Actof 1934, 15 U.S.C. § 78l, held by the public, excluding securities held byofficers and directors of the issuer, underwriters, and persons beneficiallyowning ten percent (10%) or more of that class of security; and
(iii) Outstanding warrants and options held by theunderwriters and executive officers and directors of the issuer in an amountnot exceeding ten percent (10%) of the total number of shares to be outstandingafter completion of the offering of the securities being registered;
(5) The issuer has been subject to the requirements of §12 of the Securities Exchange Act of 1934 and has filed all the materialrequired to be filed under §§ 13 and 14 of that Act, 15 U.S.C.§§ 78m and 78n, for at least thirty-six (36) calendar monthsimmediately before the filing of the federal registration statement and theissuer has filed in a timely manner all reports required to be filed during thetwelve (12) calendar months immediately before the filing of the federalregistration statement;
(6) For a period of at least thirty (30) days during thethree (3) months preceding the offering of the securities registered there havebeen at least four (4) market makers for the class of equity securitiesregistered under § 12 of the Securities Exchange Act of 1934;
(7) Each of the underwriters participating in the offering ofthe securities, and each broker dealer who will offer the securities in thisstate, is a member of, or is subject to the rules of fair practice of, anational association of securities dealers with respect to the offering and theunderwriters have contracted to purchase the securities offered in a principalcapacity;
(8) The aggregate commissions or discounts to be received bythe underwriters will not exceed ten percent (10%) of the aggregate price atwhich the securities being registered are offered to the public;
(9) Neither the issuer nor any of its subsidiaries, since theend of the last fiscal year preceding the filing of the registration statement,have:
(i) Failed to pay a dividend or sinking fund installment onpreferred stock;
(ii) Defaulted on indebtedness for borrowed money; or
(iii) Defaulted on the rental of one or more long termleases; which defaults in the aggregate are material to the financial positionof the issuer and its subsidiaries, taken as a whole; and
(10) In the case of equity securities, the price at which thesecurities will be offered to the public is not less than five dollars ($5.00)per share.
(b) A registration statement under this section must containthe following information and be accompanied by the following documents inaddition to the information specified in § 7-11-305(c) and the consent toservice of process required by § 7-11-708:
(1) A statement demonstrating eligibility for registration byfiling;
(2) The name, address, and form of organization of the issuer;
(3) With respect to a person on whose behalf a part of theoffering is to be made in a nonissuer distribution: name and address; theamount of securities of the issuer held by the person as of the date of thefiling of the registration statement; and a statement of the reasons for makingthe offering;
(4) A description of the securities being registered; and
(5) A copy of the latest prospectus filed with theregistration statement under and satisfying the requirements of § 10 ofthe Securities Exchange Act of 1933, 15 U.S.C. § 77j.
(c) If the information and documents required to be filed bysubsection (b) have been on file with the director for at least five (5)business days, or any shorter period as the director allows by rule or orderand the applicable registration fee has been paid before the effectiveness ofthe federal registration statement, a registration statement under this sectionautomatically becomes effective concurrently with the effectiveness of thefederal registration statement. If the federal registration statement becomeseffective before the conditions in this subsection are satisfied and they arenot waived, the registration statement becomes effective when the conditionsare satisfied. The registrant shall promptly notify the director by telephoneor telegram of the date and time when the federal registration statementbecomes effective and any content of the price amendment and shall promptlyfile a post effective amendment containing the information and documents in theprice amendment. The director shall promptly acknowledge receipt ofnotification and effectiveness of the registration statement as of the date andtime the registration statement became effective with the securities andexchange commission.
