70 Pa. Stat. § 1-205

Current through Pa Acts 2024-53, 2024-56 through 2024-79
Section 1-205 - Registration by coordination
(a) Registration by coordination may be used for any offering for which a registration statement has been filed under the Securities Act of 1933 (48 Stat. 74, 15 U.S.C. § 77a et seq.) or for any proposed sale pursuant to Regulation A promulgated under the exemption contained in section 3(b) of such act (15 U.S.C. § 77c(b)) provided, except in the case of open-end or closed-end investment company, face amount certificate company or unit investment trust, as such persons are classified in the Investment Company Act of 1940 (54 Stat. 789, 15 U.S.C. § 80a-1 et seq.), such registration statement or notification of proposed sale has not become effective.
(b) 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 207(b):
(i) Two copies of the preliminary prospectus or offering circular filed under the Securities Act of 1933;
(ii) If the department by regulation requires, a copy of the articles of incorporation and bylaws or their substantial equivalents 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;
(iii) If the department by regulation or order requires, any other information, or copies of any documents, filed under the Securities Act of 1933; and
(iv) An undertaking to forward to the department all future amendments to the Federal prospectus or offering circular, other than an amendment which merely delays the effective date of the registration statement, not later than the first business day after they are forwarded to or filed with the Securities and Exchange Commission, or such longer period as the department permits.
(c) A registration statement or notification of any proposed sale filed under this section automatically becomes effective at the moment the Federal registration statement or notification becomes effective if (i) no stop order is in effect in this State and no proceeding is pending under section 208; and (ii) the registration statement or notification has been on file with the department for at least ten days.
(d) The registrant shall notify the department promptly , in a manner determined by the department, of the date and time when the Federal registration statement became effective and the content of the price amendment, if any, and shall file a post-effective amendment promptly 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 and post-effective amendment with respect to the price amendment, the department 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 is effected, if it promptly notifies the registrant by telephone or telegram of the issuance of such order. If the registrant proves compliance with the requirements of this subsection as to notice and post-effective amendment, the stop order shall be vacated as of the time of its entry. The department may by regulation or order waive any of the conditions specified in subsection (b) or (c).
(e) If the Federal registration statement becomes effective before all the conditions in this section 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 department of the date when the Federal registration statement is expected to become effective, the department shall promptly advise the registrant in a manner determined by the department, whether all the conditions are satisfied and whether it then contemplates the institution of a proceeding under section 208; but this advice by the department does not preclude the institution of such a proceeding at any time.

70 P.S. § 1-205

Amended by P.L. 678 2014 No. 52, § 5, eff. 8/9/2014.
1972, Dec. 5, P.L. 1280, No. 284, § 205, effective Jan. 1, 1973. Amended 1981, March 25, P.L. 1, No. 1, § 1, imd. effective; 1984, May 9, P.L. 235, No. 52, § 3, imd. effective; 1990, Dec. 18, P.L. 755, No. 190, § 2, effective in 60 days; 1998, Nov. 24, P.L. 829, No. 109, § 6, effective in 60 days; 2002, July 4, P.L. 721, No. 108, § 5, effective in 60 days.