§ 23-19-3-4 — Registration by qualification; registration statement; required information; prospectus

(a) A security may be registered by
qualification under this section.
(b) A registration statement under this section must contain the
information or records specified in section 5 of this chapter, a consent
to service of process complying with IC 23-19-6-11, and, if required by
rule adopted under this article, 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 (5) 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 (3) years
or proposed to be effected.
(3) With respect to persons covered by subdivision (2), the
aggregate sum of the remuneration paid to those persons during
the previous twelve (12) months and estimated to be paid during
the next twelve (12) 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 percent (10%) or more of the
outstanding shares of any class of equity security of the issuer, the
information specified in subdivision (2) other than the person's
occupation.
(5) With respect to a promoter, if the issuer was organized within
the previous three (3) years, the information or records specified
in subdivision (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 (3) 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 (2) 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
finders' 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 subdivision (2), (4), (5), (6), or (8) and by
any person that holds or will hold ten percent (10%) 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 (2) 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 IC 23-19-2-2(17)(B).
(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 (4)
months before the filing of the registration statement; a statement
of income and a statement of cash flows for each of the three (3)
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 (3) 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. If the maximum
aggregate offering price at which the securities registered under
this section are to be offered in Indiana is in excess of one million
dollars ($1,000,000), the balance sheet, statement of income,
statement of cash flows, and any other financial statement
required under this subdivision must be prepared using U.S.
generally accepted accounting principles and must be audited by
an independent certified public accountant under U.S. generally
accepted auditing standards or standards of the Public Company
Accounting Oversight Board.
(18) Any additional information or records required by rule
adopted or order issued under this article.
(c) A registration statement under this section becomes effective
thirty (30) days, or any shorter period provided by rule adopted or order
issued under this article, 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 6 of this chapter;
(2) the commissioner has not issued an order under section 6 of
this chapter delaying effectiveness; and
(3) the applicant or registrant has not requested that effectiveness
be delayed.
(d) The commissioner may delay effectiveness once for not more
than ninety (90) 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
(30) days if the commissioner determines that the delay is necessary or
appropriate.
(e) A rule adopted or order issued under this article 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 under such a sale; or
(4) delivery of the security under such a sale.

Legislative History

As added by P.L.27-2007, SEC.23. Amended by P.L.146-2013, SEC.1.