State of Connecticut Department of Banking

ORDER SIMPLIFYING THE FILING OF
REGISTRATIONS BY COORDINATION IN CONNECTICUT


WHEREAS the Commissioner of Banking (the "Commissioner") is charged with administering Chapter 672a of the Connecticut General Statutes, the Connecticut Uniform Securities Act (the "Act") and Sections 36b-31-2 et seq. of the Regulations of Connecticut State Agencies (the "Regulations") promulgated under the Act;

WHEREAS Section 36b-31(a) of the Act provides, in part, that "[t]he commissioner may from time to time make ... such ... orders as are necessary to carry out the provisions of sections 36b-2 to 36b-33, inclusive, including ... orders governing registration statements, applications, and reports, and defining any terms, whether or not used in said sections, insofar as the definitions are not inconsistent with the provisions of said sections. For the purpose of ... orders, the commissioner may classify securities, persons and matters within his jurisdiction, and prescribe different requirements for different classes.";

WHEREAS Section 36b-31(c) of the Act states, in part, that: "To encourage uniform interpretation and administration of sections 36b-2 to 36b-33, inclusive, and effective securities regulation and enforcement, the commissioner may cooperate with … the Securities and Exchange Commission… The cooperation authorized by this subsection includes, but is not limited to, the following actions: (1) Establishing central depositories for the registration of securities … under sections 36b-2 to 36b-33, inclusive, and for documents or records required or allowed to be filed with or maintained by the commissioner under sections 36b-2 to 36b-33, inclusive ….";

WHEREAS Section 36b-31(b) of the Act adds that "[n]o ... order may be made ... unless the commissioner finds that the action is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of sections 36b-2 to 36b-33, inclusive. In prescribing ... orders the commissioner may cooperate with the … Securities and Exchange Commission with a view to effectuating the policy of said sections to achieve maximum uniformity in the form and content of registration statements, applications and reports wherever practicable";

WHEREAS the Commissioner acknowledges that the Electronic Data Gathering, Analysis and Retrieval System (hereinafter, "EDGAR") is a publicly-accessible Internet-based database established by the Securities and Exchange Commission (the "SEC") to perform automated collection, validation, indexing, acceptance and forwarding of submissions by companies and others who are required by law to file forms with the SEC;

WHEREAS the Commissioner also acknowledges that the SEC requires all public companies (except foreign companies and those having less than $10 million in assets and 500 shareholders) to file registration statements, periodic reports and other forms electronically through EDGAR, with participation by other issuers being on a voluntary basis;

WHEREAS Section 36b-16 of the Act provides that: "No person shall offer or sell any security in this state unless (1) it is registered under sections 36b-2 to 36b-33, inclusive, (2) the security or transaction is exempted under section 36b-21, or (3) the security is a covered security provided such person complies with any applicable requirements in subsections (c), (d) and (e) of section 36b-21";

WHEREAS Section 36b-19(a) of the Act states that: "A registration statement may be filed with the commissioner, or with any other depository that the commissioner may designate by regulation or order, by the issuer, any other person on whose behalf the offering is to be made or a registered broker-dealer";

WHEREAS Section 36b-17(a) of the Act provides that: "Any security for which a registration statement has been filed [with the SEC] under the Securities Act of 1933 in connection with the same offering may be registered by coordination";

WHEREAS Section 36b-17(b) of the Act states that:

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 subsection (c) of section 36b-19 and the consent to service of process required by subsection (g) of section 36b-33: (1) One copy of the latest form of prospectus filed under the Securities Act of 1933, (2) if the commissioner by regulation so 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, (3) if the commissioner requests, any other information or copies of any other documents filed under the Securities Act of 1933, and (4) an undertaking to forward all amendments to the federal prospectus, other than an amendment which merely delays the effective date of the registration statement promptly and in no event later than the first business day after the day they are forwarded to or filed with the Securities and Exchange Commission, whichever first occurs.

WHEREAS Section 36b-19(e) of the Act states that: "The commissioner may by regulation or otherwise permit the omission of any item of information or document from any registration statement";

WHEREAS Section 36b-31-31c of the Regulations states that: "The commissioner may exempt a person, security or transaction from a specified provision of sections 36b-31-2 to 36b-31-33, inclusive, of the regulations upon a finding that such exemption is in the public interest";

WHEREAS Section 36b-17(c) of the Act provides, in part, that:

A registration statement under this section automatically becomes effective at the moment the federal registration statement becomes effective if all the following conditions are satisfied: (1) No stop order is in effect and no proceeding is pending under section 36b-20, (2) the registration statement has been on file with the commissioner for at least fifteen days, and (3) a written or telegraphic statement of the maximum and minimum proposed offering prices and the maximum underwriting discounts and commissions has been on file for two full business days or such shorter period as the commissioner permits by regulation or order and the offering is made within those limitations … The commissioner may by regulation or order waive either or both of the conditions specified in subdivisions (2) and (3) of this subsection. If the federal registration statement becomes effective before all the conditions in this subsection are satisfied and they are not waived, the registration statement automatically becomes effective as soon as all the conditions are satisfied … When the conditions specified in subdivisions (1), (2) and (3) of this subsection have been satisfied, the commissioner shall by order issue a confirmation to the registrant of the date when the registration statement became effective.

WHEREAS the Commissioner finds, pursuant to Section 36b-31(b) of the Act, that the entry of this Order, which acknowledges developments in technology and the need for state and federal uniformity, is necessary or appropriate in the public interest and consistent with the purposes fairly intended by the policy and provisions of the Act";

NOW THEREFORE THE COMMISSIONER ORDERS AS FOLLOWS:

1. Pursuant to Sections 36b-19(a) and 36b-31(c) of the Act, EDGAR is hereby designated as a depository for the filing of registration statements and documents filed in connection with the registration of securities by coordination subject to the terms and conditions of this Order;
2. A person who has filed a registration statement with the SEC through EDGAR (the "EDGAR Filer") may elect to follow the procedures set forth in this Order in registering the same offering by coordination pursuant to Sections 36b-17 and 36b-19 of the Act. An EDGAR Filer making such an election shall notify the Commissioner of that fact in writing or by electronic mail and shall identify those documents actually filed via EDGAR and available for on-line viewing;
3. Once the Commissioner receives notice in writing or by electronic mail that a registration statement has actually been filed via EDGAR and is available for on-line viewing, the fifteen day waiting period in Section 36b-17(c) of the Act shall be reduced to five business days; and, to the extent that the EDGAR filing or filings reflect the maximum and minimum proposed offering prices and the maximum underwriting discounts and commissions, the two business day waiting period in Section 36b-17(c) of the Act shall be waived for such information. The reduction or waiver of the waiting periods described above is expressly conditioned on the Commissioner receiving from the EDGAR Filer the fee required by Section 36b-19(b) of the Act. In accordance with Section 36b-17(b) of the Act, for purposes of determining the onset of the waiting period in Section 36b-17(c) of the Act, the registration statement shall include the information required to be filed directly with the Commissioner pursuant to paragraphs 6(b) and 6(c) of this Order and Sections 36b-19(c) and 36b-33 of the Act;
4. For purposes of complying with those provisions of the Act and the Regulations governing the registration of securities by coordination, the following documents shall be deemed filed with the Commissioner if, and at such time as, they are available for on-line viewing via EDGAR provided that the EDGAR Filer gives the Commissioner notice in writing or by electronic mail that the documents are so available for on-line viewing:
a) The latest form of prospectus as filed under the Securities Act of 1933, as required by Section 36b-17(b)(1) of the Act;
b) The statement of the maximum and minimum proposed offering prices and the maximum underwriting discounts and commissions required by Section 36b-17(c)(3) of the Act;
c) The content of the price amendment required by Section 36b-17(c)(3) of the Act;
d) The post-effective amendment containing the information in the price amendment, if any, required by Section 36b-17(c)(3) of the Act;
e) The prospectus amendments, other than amendments that merely delay the effective date of the registration statement, required by Section 36b-31-19a(b) of the Regulations. Compliance with Rule 310 under SEC Regulation S-T governing the marking of changed materials electronically shall constitute compliance with the requirement in Section 36b-31-19a(b) of the Regulations that such prospectus amendments be clearly marked to indicate the specific amendments. An EDGAR Filer filing a prospectus amendment electronically pursuant to this paragraph shall be exempt, pursuant to Section 36b-31-31c of the Regulations, from the requirement in Section 36b-31-19a(b) of the Regulations that such amendment be filed within two business days after it has been filed with the SEC;
5. Pursuant to Section 36b-19(e) of the Act, an EDGAR Filer may omit from the registration statement the undertaking to forward all amendments to the federal prospectus otherwise required by Section 36b-17(b)(4) of the Act;
6. An EDGAR Filer shall submit the following directly to the Commissioner:
a) The filing fee required by Section 36b-19(b) of the Act;
b) The Consent to Service of Process (Form U-2) required by Sections 36b-17(b) and 36b-33(g) of the Act and Section 36b-31-17a(a) of the Regulations;
c) A Form U-1 that includes information on the amount of securities to be offered in Connecticut; the states where a registration statement has been, or will be filed; the name of any broker-dealer or agent of issuer registered to do business under the Act who may offer the securities in Connecticut; and any adverse order, judgment, decree entered in connection with the offering by the regulatory authorities in each state or by any court or the SEC, all as required by Section 36b-19(c) of the Act and Section 36b-31-17a(b) of the Regulations;
d) Notice of SEC effectiveness communicated in writing or by electronic mail to the Commissioner within one business day after the federal registration statement became effective with the SEC, which notice shall include, where applicable, an indication of when the price amendment would be filed federally via EDGAR; and
e) Following SEC and Connecticut effectiveness of the registration statement, notice in writing or by electronic mail of the completion date of the initial distribution, the amount of securities sold in Connecticut and the availability of an exemption for any nonissuer distribution, provided that this requirement shall not apply where the registrant has paid the maximum filing fee under Section 36b-19(b) of the Act;
7. Pursuant to Section 36b-31-31c of the Regulations, EDGAR Filers shall be exempt from furnishing the Commissioner with the following documents unless the Commissioner so requests:
a) A copy of the issuer's articles of incorporation and by-laws currently in effect as required by Section 36b-31-17a(b) of the Regulations;
b) A copy of the underwriting agreement otherwise required by Section 36b-31-17a(b) of the Regulations;
c) A copy of any indenture or other instrument governing issuance of the security as required by Section 36b-31-17a(b) of the Regulations;
d) The specimen or copy of the security otherwise required by Section 36b-31-17a(b) of the Regulations;
e) The opinion of counsel regarding issuance of the securities otherwise required by Section 36b-31-17a(b) of the Regulations;
f) Sales literature required by Section 36b-31-22(a) of the Regulations;
g) Post-effective filing of a balance sheet and income statement as required by Section 36b-31-19a(f) of the Regulations.
8. Nothing in this Order shall excuse an EDGAR Filer from notifying the Commissioner of the following events in accordance with Section 36b-31-19a(c) of the Regulations: a) any adverse order, judgment, decree or permanent or temporary injunction entered by a state or federal agency or court concerning the offering or other securities of the issuer or of the person seeking registration; b) a request by the issuer or the person seeking registration to withdraw an application pending before a state or federal agency to register the same security the applicant seeks to register under the Act; and c) final notice from any state or federal administrative agency that the security or any information or document filed with the agency relating to the security fails to meet the agency's requirements;
9. Nothing in this Order shall excuse an EDGAR Filer from its obligation under subsections (c)(1) and (g) of Section 36b-31-19a of the Regulations to promptly file a correcting amendment if the information or documents contained in any registration statement is or becomes inaccurate or incomplete in any material respect;
10. The filing procedures in this Order shall also apply to shelf registration filings made in accordance with Section 36b-31-17b of the Regulations;
11. Nothing in this Order shall preclude the Commissioner from initiating stop order proceedings pursuant to Section 36b-20 of the Act or from requiring that any document filed via EDGAR be provided to the Commissioner in paper form;
12. This Order shall remain in effect unless modified, vacated or superseded by the Commissioner or other legal authority.
So ordered at Hartford, Connecticut
this 3rd day of July, 2001		 John P. Burke
Banking Commissioner