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The following information is effective as of July 1, 2004 and replaces the previous Registration by Filing under section 11-51-303. The new Registration by Coordination will now be section 11-51-303, C.R.S. The new temporary Rule with filing Instructions can be found at the following web site: (See new Rule 51-3.1)
The following is the new statute Section 11-51-303, C.R.S., "Registration by Coordination"
1. Securities for which a registration statement has been filed under the federal "Securities Act of 1933" in connection with the offering of the securities may be registered by coordination. A registration statement and accompanying records shall be filed with the securities commissioner pursuant to this section and shall contain the following information and be accompanied by the consent to service of process required by section 11-51-706:
(a) A copy of the latest form of prospectus filed under the federal "Securities Act of 1933";
(b) (I) A current copy of the issuer's articles of incorporation and bylaws or, if so determined by the commissioner, the substantial equivalent of such articles of incorporation and bylaws;
(II) A copy of any agreement with or among the underwriters of the security to be registered;
(III) A copy of any indenture or other instrument governing the issuance of the security to be registered;
(IV) A specimen, copy, or description of the security that is required by rule promulgated by the securities
(c) A copy of other information or records filed by the issuer under the federal "Securities Act of 1933" that may be requested by the securities commissioner.
2. Any amendments to the federal prospectus shall be promptly filed with the securities commissioner after the amended prospectus is filed with the federal securities and exchange commission; except that an amendment to the prospectus that only delays the effective date of the registration statement shall not be filed with the securities commissioner.
3. A registration statement required to be filed with the securities commissioner pursuant to this section shall be considered effective simultaneously with or subsequent to the federal registration statement when all of the following conditions are satisfied:
(a) A stop order under subsection (4) of this section or section 11-51-306, or issued by the federal securities and exchange commission, is not in effect and a proceeding is not pending against the issuer under section 11-51-410; and
(b) The registration statement has been on file with the securities commissioner for at least twenty days; except that the securities commissioner may establish, pursuant to rule or order, a period less than twenty days.
4. The registrant shall promptly notify the securities commissioner of the date when the federal registration statement becomes effective and the content of any price amendment. The registrant shall promptly file the notice containing the price amendment with the securities commissioner. If the notice is not. timely received, the securities commissioner may, without prior notice or hearing, issue a stop order, which shall retroactively deny the effectiveness of a registration statement or suspend the effectiveness of the registration statement until the registrant complies with the provisions of this section. The securities commissioner shall promptly notify the registrant of a stop order by telegram, telephone, or electronic means. The securities commissioner shall be able to confirm that notice of the stop order was given to the registrant. If the registrant subsequently complies with the notice requirements of this section, the stop order shall become void as of the date of its issuance.
5. If the federal registration statement becomes effective before all of the conditions of this section are satisfied, or if a condition of this section is waived by the securities commissioner, the registration statement shall be effective when all of the conditions of this section are either satisfied or waived by the securities commissioner. If the registrant notifies the securities commissioner of the date when the federal registration statement is expected to become effective, the securities commissioner shall promptly notify the registrant by telegram, telephone, or electronic means whether all of the conditions of this section have been satisfied by the registrant or the securities commissioner is waiving one or all of the conditions. The securities commissioner shall also notify the registrant if the commissioner intends to institute a proceeding against the registrant pursuant to section 11-51-306. The securities commissioner shall be able to confirm that such notice was provided to the registrant. failure of the securities commissioner to notify the registrant of the commissioner's intent to institute an action pursuant to section 11-51-306 shall not invalidate or preclude the institution of such action.
6. The commissioner shall promulgate a rule that defines the prompt filing and notification provisions of this section.
Registration applications, documents, and fees are to be filed at:
Colorado Division of Securities
1560 Broadway, Suite 900
Denver, CO 80202
The following is a list of the basic filing requirements:
Form U-1 (See FORMS)
Forms U-2 and U-2a (See FORMS)
Fee of $200.00 made out to the Colorado State Treasurer
All filing requirements listed in section 11-51-303, C.R.S. and in Rule 51-3.1
Colorado Form RC-C at the closing of the offering period.