§ 36b-17 — (Formerly Sec. 36-486). Registration of security by coordination. Registration statement. Contents. Effective date.

Connecticut § 36b-17

• Jurisdiction: Connecticut
• Title 36b: Connecticut Securities Law and Business Opportunity Investment Act
• Ch. 672a: Uniform Securities Act

Text

(a) Any security for which a registration statement has been filed under the Securities Act of 1933 in connection with the same offering may be registered by coordination. (b) A registration statement under this section shall contain the following information and be accompanied by the following documents in addition to the information specified in subsection (c) of section 36b-19 and the consent to service of process required by subsection (g) of section 36b-33 : (1) One copy of the latest form of prospectus filed under the Securities Act of 1933, (2) if the commissioner by regulation so requires, a copy of the articles of incorporation and bylaws or their substantial equivalents currently in effect, a copy of any agreements with or among underwriters, a copy of any indenture or other instrument governing the issuance of the security to be registered, and a specimen or copy of the security, (3) if the commissioner requests, any other information or copies of any other documents filed under the Securities Act of 1933, and (4) an undertaking to forward all amendments to the federal prospectus, other than an amendment which merely delays the effective date of the registration statement promptly and in no event later than the first business day after the day they are forwarded to or filed with the Securities and Exchange Commission, whichever first occurs. (c) A registration statement under this section automatically becomes effective at the moment the federal registration statement becomes effective if all the following conditions are satisfied: (1) No stop order is in effect and no proceeding is pending under section 36b-20 , (2) the registration statement has been on file with the commissioner for at least fifteen days, and (3) a written or telegraphic statement of the maximum and minimum proposed offering prices and the maximum underwriting discounts and commissions has been on file for two full business days or such shorter period as the commissioner permits by regulation or order and the offering is made within those limitations. The registrant shall, within one business day after the federal registration statement becomes effective, notify the commissioner in writing of the date and time when the federal registration statement became effective and the content of the price amendment, if any. The registrant shall, within five business days after the federal registration statement becomes effective, file a posteffective amendment containing the information and documents in the price amendment, if any. “Price amendment” means the final federal amendment which includes a statement of the offering price, underwriting and selling discounts or commissions, amount of proceeds, conversion rates, call prices, and other matters dependent upon the offering price. Upon failure to receive the required notification and posteffective amendment with respect to the price amendment, the commissioner may enter a stop order, without notice or hearing, retroactively denying effectiveness to the registration statement or suspending its effectiveness until compliance with this subsection, if he notifies the registrant by telephone or telegram of the issuance of the order by the close of the next business day following the entry of such order. Such notification, if by telephone, shall be followed by a confirmation in writing. If the registrant proves compliance with the requirements of this subsection as to notice and posteffective amendment, the stop order is void as of the time of its entry. The commissioner may by regulation or order waive either or both of the conditions specified in subdivisions (2) and (3) of this subsection. If the federal registration statement becomes effective before all the conditions in this subsection are satisfied and they are not waived, the registration statement automatically becomes effective as soon as all the conditions are satisfied. If the registrant advises the commissioner of the date when the federal registration statement has become effective, the commissioner shall advise the registrant by telephone or telegram, at the registrant's expense, within five business days after such information is received from the registrant, whether all the conditions are satisfied and whether he then contemplates the institution of a proceeding under section 36b-20 , provided such advice by the commissioner shall not preclude the institution of such a proceeding at any time. When the conditions specified in subdivisions (1), (2) and (3) of this subsection have been satisfied, the commissioner shall by order issue a confirmation to the registrant of the date when the registration statement became effective. (d) Repealed by P.A. 79-396, S. 10, 11.

Legislative History

(P.A. 77-482, S. 17; P.A. 78-34, S. 12, 17; P.A. 79-396, S. 10, 11; P.A. 82-149, S. 7, 16; P.A. 83-368, S. 6, 11; P.A. 85-169, S. 7, 8, 11.) History: P.A. 78-34 referred to Sec. 36-502 rather than Sec. 36-501 in Subsec. (b) and to Sec. 36-489 rather than Sec. 36-488 in Subsec. (c); P.A. 79-396 repealed Subsec. (d) which had contained provisions re registration of securities “by coordination”; P.A. 82-149 amended Subsec. (c) to increase from 10 to 15 the number of days the registration statement must be on file, specify that the statement of offering prices be “written or telegraphic”, and specify time limitations on when the registrant must file certain documents and notify the commissioner and when the commissioner must notify the registrant of certain events; P.A. 83-368 amended Subsec. (c) to change from 1 to 5 business days the period in which the commissioner shall notify the registrant whether all conditions are met to render his registration statement effective; P.A. 85-169 amended Subsec. (b) to reduce from three to one the number of copies of a form of prospectus required to be filed, and amended Subsec. (c) to require notice in writing rather than by telephone or telegram of the date and time the federal registration statement becomes effective; Sec. 36-486 transferred to Sec. 36b-17 in 1995.