Current through Register Vol. 48, No. 12, March 22, 2024
a) Filing
Requirements
1) Application for registration
of securities pursuant to Section 5.A of the Act shall be made by filing the
following documents with the Securities Department in Springfield in the form
required by Section 5.A(2) of the Act:
A) One
copy of the registration statement (without exhibits) that sets fort the title
of the securities, price or proposed offering price, and aggregate number of
units to be offered by the registration statement on file with the SEC in its
most recent form as of the date of the initial filing under Section 5.A of the
Act;
B) A completed Application to
Register Securities on Form U-1 as provided in Appendix B, executed by the
applicant, if a natural person; or by a general partner, if the applicant is a
partnership; or by an officer of the applicant, if a corporation; or in other
cases by a credible person having knowledge of the facts, setting forth the
title of the securities to be registered, the total offering of securities in
number and dollar amount, the offering of securities in number and dollar
amount to be offered in this State, the offering price or proposed offering
price and the proposed maximum aggregate price and the proposed maximum
aggregate price for the securities in this State as defined in Section
130.251
and, if the applicant is electing the date of effectiveness of a post-effective
amendment filed or to be filed with the SEC as its "effective date" as defined
in Section 2.13 of the Act, specifying that date as the "effective date" for
purposes of paragraph 6 of the Application;
C) If the applicant is not a registered
dealer, the name of at least one registered dealer for the securities being
registered (except that, in the case of securities being offered and sold on a
delayed or continuous basis pursuant to
17 CFR
230.415 (May 31, 2011), the name of the
registered dealer may be furnished no later than the close of business on the
second business day following the commencement of sales of the registered
securities), or if no registered dealer is participating in the offering, a
description of the method by which the securities being registered will be
offered and sold in Illinois in compliance with Section 8 of the Act;
and
D) The filing fee required by
Section 5.C(1) of the Act in the form and amount required by Section
130.110 of this
Part.
2) The completed
Application to Register Securities on Form U-1 shall constitute the application
and the undertaking called for Sections 5.A(2)(c) and 5.A(2)(d), respectively,
of the Act, except that:
A) The time period
for filing documents described in the undertaking set forth in paragraph 9(b)
of the Application shall be deemed to be the seven calendar days after the
forwarding of the document to the SEC;
B) Only amendments to the federal
registration statement that amend or supplement the registration statement need
be filed pursuant to paragraph 9(b)(i) of the Application; and
C) The applicant otherwise shall be required
to comply with the undertakings set forth in paragraph 9 of the Application
only to the extent required by the Act and this Part.
b) If, prior to the effective
date, there was filed with the Securities Department all of the documents and
fees specified in subsection (a), registration of securities under Section 5.A
of the Act shall become effective automatically on the effective date, provided
that:
1) the application for registration is
not then the subject of pending proceedings under Section 11.F of the Act or of
an order of suspension, denial or prohibition under Section 11 of the Act;
and
2) at least one of the
following events occurred on or before the effective date:
A) the Securities Department notified the
applicant, in writing (which may be by telegraphic, electronic or facsimile
transmission), that the documents and fees conform to the requirements of the
Act and this Part;
B) at least 10
business days have expired from and including the date on which all of the
documents and fees specified in subsection (a) were filed with or paid to the
Securities Department.
c) If, prior to the effective date, all of
the documents specified in subsection (a) were not filed with the Securities
Department, the registration under Section 5.A of the Act shall take effect on
the date that all of the following conditions are satisfied:
1) All of the documents and fees specified in
subsection (a) were filed with or paid to the Securities Department;
2) The application for registration is not
then the subject of pending proceedings under Section 11.F of the Act or of an
order of suspension, denial or prohibition under Section 11 of the
Act;
3) There was filed with the
Securities Department a statement from the applicant, in writing (which may be
by telegraphic, electronic or facsimile transmission), that either:
A) states that no securities that are part of
the offering being registered have been sold in this State; or
B) if securities that are part of the
offering being registered have been sold in this State, sets forth the name and
address of each purchaser of the securities, the dollar amount sold, and the
exemption or exemptions from registration under Section 3 or 4 of the Act
relied upon in making each sale;
4) At least one of the following events
occurred:
A) The Securities Department
notified the applicant, in writing (which may be by telegraphic, electronic or
facsimile transmission), that the documents and fees conform to the
requirements of the Act and this Part; or
B) At least 10 business days have expired
from and including the date on which all of the documents and fees specified in
subsection (a) were filed with or paid to the Securities Department;
and
5) There was filed
with the Securities Department a statement from the applicant, in writing
(which may be by telegraphic, electronic or facsimile transmission), dated no
earlier than the first business day preceding the date on which the
registration under Section 5.A of the Act is to take effect, stating that:
A) The registration statement filed under the
Federal 1933 Act, as defined in Section
130.200
of this Part, is then in effect; and
B) The registration statement, including any
amendments or supplements, then on file with the Securities Department
satisfies the requirements of section 10(a)(3) of the Federal 1933 Act, as
defined in Section
130.200
of this Part.
d) The applicant shall file with the
Securities Department a notice, in writing (which may be by telegraphic,
electronic or facsimile transmission), no later than the close of business on
the second business day following the later of the effective date or the date
on which the registration under Section 5.A of the Act shall take effect, of:
1) The offering price (provided, that if the
offering is to be made on a delayed or continuous basis pursuant to Rule 415
under the Federal 1933 Act,
17 CFR
230.415 as defined in Section
130.200
of this Part, the offering price need only be furnished if known to applicant
and if not indicated in documents already on file with the Securities
Department); and
2) The date that
the registration statement, or, if the applicant is electing the date of
effectiveness of a post-effective amendment, that the post-effective amendment
became effective under the Federal 1933 Act, as defined in Section
130.200
of this Part.
e) No
offering of securities shall be registered under Section 5.A of the Act if,
prior to the effective date, all of the securities that are part of the
offering being registered have been sold. The Secretary shall require, in any
case in which it appears that this subsection (e) may be violated, an affidavit
to the effect that securities that are part of the offering remain available
for sale.
f) The issuer,
controlling person or registered dealer who filed the application may petition
the Securities Department, in writing, prior to effectiveness of the
registration of the securities under the Federal 1933 Act, as defined in
Section
130.200
of this Part, for a waiver of automatic effectiveness of the registration of
securities under the Act if such effectiveness would cause the issuer,
controlling person or registered dealer to violate any provision of the Act or
this Section. The Securities Department shall notify the issuer, controlling
person or registered dealer in writing of the Secretary's decision to grant or
deny any request for waiver of automatic effectiveness. If the waiver is
granted, the registration of securities shall become effective automatically on
the date designated in writing by the issuer, controlling person or registered
dealer who filed the application, provided that person has satisfied all of the
requirements of the Act and this Section.