S.D. Admin. R. 20:08:04:114

Current through Register Vol. 50, page 162, June 24, 2024

Section 20:08:04:114 - Registration of securities by coordination

(1) A person seeking to register a security in this state, for which a registration statement has been filed under the Securities Act of 1933, shall file completed Forms U-1 and U-2 and pay the fee required in SDCL 47-31B-305(b).

(2) A prospectus meeting the requirements under the Securities Act of 1933 that receives full review by the U.S. Securities and Exchange Commission will not be subject to disclosure review or comment by the division.

(3) Amendments: At the end of each period of not more than one year from the effectiveness of the registration statement, or in the event of any material change relating to the issuer or the securities subsequent to the filing of a prospectus, an amended prospectus shall be filed reflecting any such changes, and a current disclosure of all material facts relating to the issuer and the securities, including financial statements. No further solicitations or sales of the securities may be made thereafter until such amended prospectus has been filed with the division.

(4) Quarterly reports: Quarterly reports of sales of securities shall be filed with the division by all issuers of public offerings registered pursuant to SDCL 47-31B-303 and 47-31B-304, unless the maximum fee has been paid pursuant to SDCL 47-31B-305(b). These reports shall be filed within 30 days of the end of each calendar quarter using the State Quarterly Sales Report and shall contain information regarding sales of securities made in this state. A quarterly report shall be filed regardless of whether any sales were made in South Dakota in that calendar quarter.

(5) Annual reports: All issuers of securities registered pursuant to SDCL 47-31B-303 and 47-31B-304 who have not paid the maximum fee as set forth in SDCL 47-31B-305(b), shall file annual reports with the division. The annual report shall consist of a copy of the annual corporate report to shareholders, including audited financial statements, and must be accompanied by the fee required in SDCL 47-31B-305(h). The annual report shall be filed within 90 days after the end of the issuer's fiscal year.

(6) Final reports: All issuers of securities registered pursuant to SDCL 47-31B-303 and 47-31B-304 who have not paid the maximum fee as set forth in SDCL 47-31B-305(b), must file a final report of sales of securities with the division using the state Quarterly Report of Sales Form. The final report shall be filed within 30 days after the termination of the registration, regardless of whether termination is by expiration, revocation, or voluntary termination. The final report shall contain information regarding sales of securities made in this state and must be filed whether any sales were made in this state.

(7) Securities registered with the division for a period of more than one year from the date of effectiveness, shall file a written request for extension together with the fee in SDCL 47-31B-305(i).

S.D. Admin. R. 20:08:04:114

28 SDR 48, effective 10/10/2001; 30 SDR 211, effective 7/1/2004; 37 SDR 112, effective 12/9/2010.

General Authority: SDCL 47-31B-305(h), 47-31B-605(a)(1), 47-31B-605(3), 47-31B-605(b).

Law Implemented: SDCL 47-31B-303, 47-31B-305(b), 47-31B-305(h), 47-31B-305(i).