Current through Register Vol. 41, No. 3, September 23, 2024
A. The requirements
for a registration statement filed pursuant to § 13.1-508 of the Act
relating to securities to be offered and sold pursuant to a nonissuer
distribution (i.e., "secondary trading") are:
1.
a. The
registration statement shall contain the issuer's most recent 10-K Annual
Report and 10-Q Quarterly Report filed with the SEC pursuant to § 13 or
§ 15(d) of the Securities Exchange Act of 1934 ( 15 USC § 78m or
o(d)).
b. The registration
statement pertaining to the securities of a Canadian issuer which have been
registered pursuant to the Multijurisdictional Disclosure System described by
the SEC in Release No. 33-6841 shall contain the issuer's most recent Annual
Information Form (plus the issuer's latest audited fiscal year-end financial
statements) and Quarterly Report as filed with the appropriate Canadian
regulatory authority.
2.
If within 12 months of the date of filing the registration statement any 8-K
Current Report has been filed with the SEC pursuant to § 13 or §
15(d) of the Securities Exchange Act of 1934, then a copy of each such report
shall be filed with the registration statement.
3. If within 12 months of the date of filing
the registration statement any Form 10 general form for registration of
securities has been filed with the SEC pursuant to § 12(d) or (g) of the
Securities Exchange Act of 1934, then a copy of each such form shall be filed
with the registration statement.
4.
If within 12 months of the date of filing the registration statement a
registration statement has been filed with the SEC pursuant to § 6 of the
Securities Act of 1933 ( 15 USC § 77f), then a copy of each such
registration statement shall be filed with this registration
statement.
B. For
purposes of this section, the word "registered" as used in § 13.1-508A 2
(i) of the Act shall mean registered pursuant to this Act, the Securities Act
of 1933 or the Securities Exchange Act of 1934.
C. The requirement for delivery of a
prospectus under § 13.1-508D of the Act, with respect to securities
registered pursuant to this section, shall be met by compliance with
21VAC5-20-280 A 10.
D. A registration statement filed pursuant to
this section need not comply with
21VAC5-30-40.
