KRS § 292.360 — KY Code / Title XXV / Chapter 292 / Section 292.360
292.360 Registration by coordination
Status: in_force

292.360 Registration by coordination.

(1) Any security for which a registration statement under the Securities Act of 1933 or

an offering statement under Regulation A of the Securities Act of 1933 has been

filed with the Securities and Exchange Commission in connection with the same

offering may be registered by coordination.

(2) A registration statement under this section shall contain the following information

and be accompanied by the following documents, in addition to payment of the

registration fee prescribed in KRS 292.380, and, if required under KRS 292.430, a

consent to service of process meeting the requirements of that section:

(a) One (1) copy of the latest form of prospectus or offering circular filed under

the Securities Act of 1933 or Regulation A promulgated under that Act

together with all amendments thereto;

(b) The amount of securities to be offered in this state;

(c) The states in which a registration statement or similar document in connection

with the offering has been or is expected to be filed;

(d) Any adverse order, judgment, or decree previously entered in connection with

the offering by any court or the Securities and Exchange Commission;

(e) If the commissioner by rule or otherwise requires, a copy of the articles of

incorporation and bylaws (or their substantial equivalents) of the issuer

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;

(f) If the commissioner requests, any other information, or copies of any other

documents, filed under the Securities Act of 1933 or Regulation A

promulgated under that Act; and

(g) An undertaking to forward promptly to the commissioner all amendments to

the federal registration statement or offering statement, other than an

amendment which merely delays the effective date.

(3) A registration statement under this section automatically becomes effective with the

commissioner at the moment the federal registration statement or offering statement

becomes effective or is qualified, if all the following conditions are satisfied:

(a) No stop order is in effect and no proceeding is pending under KRS 292.390;

(b) The registration statement has been on file with the commissioner for at least

ten (10) days; and

(c) A statement of the maximum and minimum proposed offering prices and the

maximum underwriting discounts and commissions has been on file for two

(2) 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, telegram, or

other electronic means of the date and time when the federal registration

statement or offering statement became effective or was qualified and the

content of the price amendment, if any, and shall promptly file a post-effective

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.

(4) Upon failure to receive the required notification and post-effective amendment 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 subsection (3) of this section, if

he promptly notifies the registrant by telephone or telegram (and promptly confirms

by letter or telegram when he notifies by telephone) of the issuance of the order. If

the registrant proves compliance with the requirements of subsection (3) of this

section as to notice and post-effective 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 paragraphs (b) and (c) of subsection (3) of this

section. If the federal registration statement or offering statement becomes effective

or is qualified before all these conditions are satisfied and they are not waived, the

registration statement automatically becomes effective with the commissioner as

soon as all the conditions are satisfied. If the registrant advises the commissioner of

the date when the federal registration statement or offering statement is expected to

become effective or to be qualified, the commissioner shall promptly advise the

registrant by telephone, telegram, or other electronic means, at the registrant's

expense, whether all the conditions are satisfied and whether he then contemplates

the institution of a proceeding under KRS 292.390; but this advice by the

commissioner does not preclude the institution of such a proceeding at any time.

(5) Notwithstanding subsection (3) of this section, a registration statement under the

Securities Act of 1933 that becomes effective immediately upon filing with the

Securities and Exchange Commission shall become effective under this section

automatically at the time the registration statement, in the form filed with the

Securities and Exchange Commission, is properly filed, along with the appropriate

fee, with the commissioner.