§ 78A-26. Registration by coordination. - North Carolina Statutes

§78A‑26.  Registration by coordination.

(a)        Any security forwhich a registration statement has been filed under the Securities Act of 1933in connection with the same offering may be registered by coordination.

(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)        One copy of thelatest form of prospectus filed under the Securities Act of 1933;

(2)        A copy of thearticles of incorporation and bylaws or their substantial equivalents currentlyin effect, a copy of any agreements with or among underwriters, a copy of anyindenture or other instrument governing the issuance of the security to beregistered, and a specimen or copy of the security;

(3)        If the Administratorrequests, any other information or copies of any other documents filed underthe Securities Act  of 1933; and

(4)        An undertaking toforward all future amendments to the federal prospectus, other than anamendment which merely delays the effective date of the registration statement,promptly and in any event not later than the first business day after they areforwarded to or filed with the Securities  and Exchange Commission, whicheverfirst occurs.

(c)        A registrationstatement under this section automatically becomes effective at the moment thefederal registration statement becomes effective if all the followingconditions are satisfied: (i) no stop order is in effect and no proceeding ispending under G.S. 78A‑29; (ii) the registration statement has been onfile with the Administrator for at least 10 days; and (iii) a statement of themaximum proposed offering price and the maximum underwriting discounts andcommissions expressed as a percentage of the final offering price has been onfile for two full business days or such shorter period as the Administratorpermits by rule or otherwise and the offering is made within those limitations.The registrant shall promptly notify the Administrator by telephone or telegramof the date and time when the federal registration statement became effectiveand the content of the price amendment, if any, and shall promptly file a post‑effectiveamendment containing the information and documents in the price amendment."Price amendment" means the final federal amendment which includes astatement of the offering price, underwriting and selling discounts orcommissions, amount of proceeds, conversion rates, call prices, and othermatters dependent upon the offering price. Upon failure to receive the requirednotification and post‑effective amendment with respect to the priceamendment, the Administrator may enter a stop order without notice or hearing,retroactively denying effectiveness to the registration statement or suspendingits effectiveness until compliance with this subsection, if he promptlynotifies the registrant by telephone or telegram (and promptly confirms byletter or telegram when he notifies by telephone) of the issuance of the order.If the registrant proves compliance with the requirements of this subsection asto notice and post‑effective amendment, the stop order is void as of thetime of its entry. The Administrator may by rule or otherwise waive either orboth of the conditions specified in clauses (ii) and (iii). If the federalregistration statement becomes effective before all the conditions in thissubsection are satisfied and they are not waived, the registration statementautomatically becomes effective as soon as all the conditions are satisfied. Ifthe registrant advises the Administrator of the date when the federalregistration statement is expected to become effective, the Administrator shallpromptly advise the registrant by telephone or telegraph, at the registrant'sexpense, whether all the conditions are satisfied and whether he thencontemplates the institution of a proceeding under G.S. 78A‑29; but thisadvice by the Administrator does not preclude the institution of such a proceedingat any time. (1925, c. 190, s. 6; 1927, c. 149, s. 6; 1955, c. 436,s. 4; 1973, c. 1380; 1981, c. 624, s. 6.)