Md. Code Regs. 02.02.03.07

Current through Register Vol. 51, No. 24, December 2, 2024

Section 02.02.03.07 - Registration by Coordination of Shelf Registrations Pursuant to SEC Rule 415

A. Initial Registration. Securities which are qualified to be registered on SEC Form S-3 and which are to be offered in series or offered and sold on a continuous or delayed basis pursuant to SEC Rule 415, may be registered by coordination as follows:

(1) Initial Filing. On filing a Shelf Registration Statement with the SEC pursuant to Rule 415, the registrant shall file a Form U- 1 annexing the Shelf Registration Statement containing all of the information required for coordinated registrations pursuant to §11-503 of the Maryland Securities Act with the Maryland Division of Securities (the Division), along with the requisite filing fee based on the maximum amount to be sold.

(2) Pre-effective Amendments. If an amendment to the Shelf Registration Statement is required prior to SEC effectiveness, this amendment shall be filed with the Division.

(3) Effectiveness of Registration. The Shelf Registration Statement automatically becomes effective in Maryland at the moment the federal registration statement becomes effective if all the following conditions are satisfied:

(a) A stop order is not in effect and a proceeding is not pending under §§11-511 -11-513 of the Maryland Securities Act;

(b) The registration statement has been on file with the Commissioner for at least 10 days prior to the determination of effectiveness by the SEC; and

(c) A statement of the maximum and minimum proposed offering prices and the maximum underwriting discounts and commissions applicable to the shelf registration has been on file for 2 full business days or any shorter period which the Commissioner permits by rule or otherwise, and the offering is made within those limitations.

B. Subsequent Takedowns. Thereafter, the securities registered under §A may be offered and sold in Maryland without, except as indicated below, any prior notification to or approval by the Division so long as these offerings are effected with no material changes from the terms provided in the Shelf Registration Statement:

(1) Further Filings. The registrant shall furnish copies of prospectus supplements or post-effective amendments, or both, relating to particular offerings of securities registered by the Shelf Registration Statement to the Division at the same time these filings are made with the SEC.

(2) Pricing-Telegrams. The furnishing of pricing-telegrams with respect to particular offerings of securities registered by the Shelf Registration Statement is not required.

(3) Conclusion of Offering. The registrant shall notify the Division in writing when the offering is concluded.

Md. Code Regs. 02.02.03.07

Regulation .07 effective December 1, 1972; repealed effective July 1, 1983 (10:6 Md. R. 551)
Regulation .07 adopted effective May 7, 1984 (11:9 Md. R. 795)