2004 Minnesota Statutes

     80A.10 Registration by coordination. 

    Subdivision 1.    Authority.  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.  

    Subd. 2.    Contents.  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 section 80A.12 and the consent to 
 service of process required by section 80A.27, subdivision 7: 

    (a) one copy of the latest form of prospectus filed under 
 the Securities Act of 1933; 

    (b) if the commissioner by rule or otherwise requires, a 
 copy of the articles of incorporation and bylaws (or their 
 substantial equivalent) 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; 

    (c) if the commissioner requests, any other information, or 
 copies of any other documents, filed under the Securities Act of 
 1933; and 

    (d) an undertaking to forward all amendments to the federal 
 prospectus, other than an amendment which merely delays the 
 effective date of the registration statement, not later than the 
 first business day after the day they are forwarded to or filed 
 with the Securities and Exchange Commission or such longer 
 period as the commissioner permits.  

    Subd. 3.    When effective.  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:  (a) no stop order is in 
 effect and no proceeding is pending under section 80A.13; (b) 
 the registration statement has been on file with the 
 commissioner for at least 20 days; and (c) a statement of the 
 maximum 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 rule 
 or otherwise and the offering is made within those limitations.  
 The registrant shall promptly notify the commissioner by 
 telephone or telegram or similar electronic means of 
 communication of the date and time when the federal registration 
 statement became effective and the content of the price 
 amendment, if any, and shall promptly file an amendment 
 containing the information and documents in the price 
 amendment.  "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 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 the commissioner promptly notifies the 
 registrant by telephone or telegram or similar electronic means 
 of communication (and promptly confirms by letter or telegram 
 when the commissioner notifies by telephone) of the issuance of 
 the order.  If the registrant proves compliance with the 
 requirements of this subdivision as to notice and price 
 amendment, the stop order is void as of the time of its entry.  
 The commissioner may by rule or otherwise waive either or both 
 of the conditions specified in clauses (b) and (c).  If the 
 federal registration statement becomes effective before all the 
 conditions in this subdivision 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 is expected to become effective, the 
 commissioner shall promptly advise the registrant by telephone 
 or telegram or similar electronic means of communication, at the 
 registrant's expense, whether all the conditions are satisfied 
 and whether the commissioner then contemplates the institution 
 of a proceeding under section 80A.13; but this advice by the 
 commissioner does not preclude the institution of such a 
 proceeding at any time.  

    Subd. 4.    Withdrawal.  A registration statement that 
 is pending effectiveness will be considered withdrawn if no 
 activity occurs with respect to the application for a period of 
 120 days.  Notwithstanding section 80A.28, subdivision 1, 
 paragraph (c), no part of the filing fee shall be returned if a 
 registration statement is withdrawn according to this 
 subdivision. 

    HIST: 1973 c 451 s 10; 1985 c 251 s 2; 1986 c 444; 1996 c 439 
 art 2 s 5; 2000 c 483 s 40