2007 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.
History: 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
NOTE: This section is repealed by Laws 2006, chapter 196, article 1, section 51, effective
August 1, 2007. Laws 2006, chapter 196, article 1, section 52.