Current through Bulletin 2024-06, March 15, 2024
(A)
Authority and purpose
(1) The Division enacts
this rule under authority granted by Sections
61-1-9,
61-1-11
and 61-1- 24.
(2) This rule sets
forth the procedure and requirements to be met when applying for registration
by coordination in Utah. Any security for which a registration statement under
the Securities Act of 1933 or a notification under Regulation A,
17 C.F.R. sections
230.251 through
230.263(1994),
has been filed with the SEC in connection with the same offering may be
registered by coordination under Section
61-1-9.
(3) The rule also authorizes optional
electronic filing of registration statements and allows an optional
modification of the term of effectiveness to facilitate simultaneous electronic
filing.
(4) Offerings which are
registered, as opposed to being exempt from registration, in less than 20
states, including the state of Utah, are subject to the requirements of Section
R164-11-1.
Failure to comply with the requirements of Section
R164-11-1
may be grounds for denial, suspension or revocation of effectiveness of a
registration statement filed under Section
61-1-9.
(B) Definitions
(1) "Designee" means any person or entity
authorized and recognized by the Division in this rule to accept filings on
behalf of the Division by electronic or other means of communication.
(2) "Division" means the Division of
Securities, Utah Department of Commerce.
(3) "NASAA" means the North American
Securities Administrators Association, Inc.
(4) "Registration Statement" means the
registration statement filed under the Securities Act of 1933 or the
notification filed under Regulation A,
17 C.F.R. sections
230.251 through
230.263(1994).
(5) "SEC" means the United States Securities
and Exchange Commission.
(6) "SRD"
means the Securities Registration Depository, Inc.
(C) Registration requirements
(1) An issuer may register securities by
submitting to the Division or its designee the following:
(1)(a) One original application on NASAA Form
U-1 - Uniform Application to Register Securities;
(1)(b) One copy of the registration
statement, including exhibits, together with all amendments as filed with the
SEC under the Securities Act of 1933 or SEC Regulation A;
(1)(c) One original NASAA Form U-2 - Uniform
Consent to Service of Process;
(1)(d) A fee as specified in the Division's
fee schedule; and
(1)(e) Any
additional documents or information which the Division requests.
(2) No document or application
shall be deemed to be filed, and the 20 working day period referred to in
Subsection
61-1-9(3)(b)
shall not begin, until all items required by Subparagraph (C)(1) have been
received by the Division or its designee.
(3) Where the Division notifies the
registrant in writing of any missing or incomplete documents or information, or
other deficiencies in the registration statement, registrant must respond
promptly. If the registrant does not respond to the Division in writing within
30 calendar days of the mailing date of the Division's letter, the registration
statement will be deemed incomplete and action may be taken to deny the
effectiveness of the registration statement, and to impose a fine.
(D) Additional notification to the
Division
The registrant shall notify the Division within two business
days upon the receipt of any stop order, denial, order to show cause,
suspension or revocation order, injunction or restraining order, or similar
order entered or issued by any state or other regulatory authority or by any
court, concerning the securities covered by this application or other
securities of the issuer currently being offered to the public.
(E) Effective date
(1) The registration statement becomes
effective as set forth in Subsection
61-1-9(3).
(2) The registration statement is effective
for one year from its effective date with the Division.
(3) A registration statement which does not
become effective within one year from the filing date may be deemed materially
incomplete and action may be taken to deny effectiveness to the registration
statement.
(4) To facilitate the
coordination of expiration dates with other states, the issuer may request a
specific term of effectiveness which does not exceed one year.
(F) Post effective amendments
A registration statement may be amended by filing with the
Division or its designee an amended NASAA Form U-1 - Uniform Application to
Register Securities, and an amended registration statement. The amendment
becomes effective when the Division so orders.
(G) Re-registration
The registrant may re-register securities, for which a
registration statement is about to expire, by submitting to the Division or its
designee, a NASAA Form U-1, an updated registration statement and the filing
fee specified in the Division's fee schedule.
(H) Closing report
Within 30 days of the close of the offering or the expiration
of the registration statement, whichever occurs first, the registrant shall
file a closing report. The closing report must be filed on Division Form
9-1.
(I) Recognized
designee
(1) The Division authorizes and
recognizes the SRD as designee to receive filings under this rule on behalf of
the Division, including but not limited to applications, registration
statements and fees.
(2) The
designation provided in this rule is for the sole purpose of receiving filings
on behalf of the Division and then transmitting those documents to the
Division, or for any other purpose which the Division may prescribe by order or
release.
