2013 Maryland Code
CORPORATIONS AND ASSOCIATIONS
§ 11-502 - Registration by notification
(a) The following securities may be registered by notification, whether or not they are also eligible for registration by coordination under § 11-503 of this subtitle:
(1) Any security whose issuer and any predecessor have been in continuous operation for at least five years if:
(i) There has been no default during the current fiscal year or within the three preceding fiscal years in the payment of principal, interest, or dividends on any security of the issuer or any predecessor with a fixed maturity or a fixed interest or dividend provision; and
(ii) The issuer and any predecessor during the past three fiscal years have had average net earnings, determined in accordance with generally accepted accounting practices, which:
1. Are applicable to all securities without a fixed maturity or a fixed interest or dividend provision outstanding at the date the registration statement is filed and equal at least 5 percent of the amount of the outstanding securities, as measured by the maximum offering price or the market price on a day selected by the registrant, within 30 days before the date of filing the registration statement, whichever is higher, or book value on a day, selected by the registrant within 90 days of the date of filing the registration statement, to the extent that there is neither a readily determinable market price nor a cash offering price; or
2. If the issuer and any predecessor has not had any security of the type specified in paragraph (1)(ii)1 of this subsection outstanding for three full fiscal years, equal at least 5 percent of the amount, as measured in paragraph (1)(ii)1 of this subsection, of all securities which will be outstanding if all the securities being offered or proposed to be offered, whether or not they are proposed to be registered or offered in the State, are issued; and
(2) Any security, other than a certificate of interest or participation in an oil, gas, or mining title or lease or in payments out of production under such a title or lease, registered for nonissuer distribution if:
(i) Any security of the same class has ever been registered under this title; or
(ii) The security being registered was originally issued pursuant to an exemption under this title.
(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 § 11-507(a) of this subtitle and the consent to service of process required by § 11-802(a) of this title:
(1) A statement demonstrating eligibility for registration by notification;
(2) With respect to the issuer and any significant subsidiary:
(i) Its name, address, and form of organization;
(ii) The state or foreign jurisdiction and the date of its organization; and
(iii) The general character and location of its business;
(3) With respect to any person on whose behalf any part of the offering is to be made in a nonissuer distribution:
(i) His name and address;
(ii) The amount of securities of the issuer held by him as of the date of the filing of the registration statement; and
(iii) A statement of his reasons for making the offering;
(4) A description of the security being registered;
(5) The information and documents specified in § 11-504(b)(2), (4), (7), (8), (9), (10), and (12) of this subtitle;
(6) A balance sheet of the issuer as of a date within four months before the filing of the registration statement;
(7) A summary of earnings:
(i) For each of the two fiscal years preceding the date of the balance sheet and for any period between the close of the last fiscal year and the date of the balance sheet; or
(ii) For the period of existence of the issuer and any predecessor, if less than two years; and
(8) Two copies of the prospectus required by subsection (c) of this section.
(c) (1) As a condition of registration under this section, a prospectus containing any designated part of the information specified in subsection (b) of this section shall be sent or given to each person to whom an offer is made before or concurrently with the first to occur of:
(i) The first written offer to him, other than by means of a public advertisement, by or for the account of the issuer or any other person on whose behalf the offering is being made, or by any underwriter or broker-dealer who is offering part of an unsold allotment or subscription taken by him as a participant in the distribution;
(ii) The confirmation of any sale made by or for the account of the person;
(iii) Payment under the sale; or
(iv) Delivery of the security under the sale.
(2) Paragraph (1)(i) of this subsection may be satisfied by the use of a preliminary prospectus, so designated and bearing the legend which the Commissioner prescribes, if a final prospectus is sent or given to each recipient of the preliminary prospectus before or concurrently with whichever event in paragraph (1)(ii), (iii), and (iv) first occurs.
(d) If a stop order is not in effect and a proceeding is not pending under §§ 11-511 through 11-513 of this subtitle, a registration statement under this section automatically becomes effective at:
(1) 3 o’clock eastern standard time in the afternoon of the 10th full business day after the filing of the registration statement or the last amendment; or
(2) At any earlier time which the Commissioner determines.
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