(a) Any security for which a registration statement under the Securities Act of 1933 ( 15 U.S.C. § 77a et seq.), as amended, or a notification under Tier 1 of Regulation A of the Securities Act of 1933 ( 17 C.F.R. § 230.251 et seq.), as amended, has been filed in connection with the same offering may be registered by coordination as provided in this section.
Terms Used In Tennessee Code 48-1-105
Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
Business: includes every trade, occupation, profession, investment activity and other lawful purpose for gain or the preservation of assets whether or not carried on for profits. See Tennessee Code 48-202-101
Bylaws: means the code or codes of rules (other than the charter) adopted pursuant to chapters 51-68 of this title for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. See Tennessee Code 48-51-201
Charter: includes amended and restated charters and articles of merger. See Tennessee Code 48-11-201
Dependent: A person dependent for support upon another.
Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. See Tennessee Code 48-11-201
Issuer: means every person who issues any security, except that: (i) With respect to certificates of deposit, voting-trust certificates, collateral-trust certificates, certificates of interest or shares in an unincorporated investment trust which is of the fixed, restricted management or unit type or which does not have either a board of directors or persons performing similar functions, "issuer" means the person or persons performing the acts and assuming the duties of depositor or manager pursuant to the trust or other agreement under which such securities are issued. See Tennessee Code 48-1-102
Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Tennessee Code 48-202-101
Security: means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, a life settlement investment or any fractional or pooled interest in a life insurance policy or life settlement investment, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, 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. See Tennessee Code 48-1-102
Service of process: The service of writs or summonses to the appropriate party.
State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
(b) A registration statement under this section shall contain the following information and be accompanied by the following documents in addition to the consent to service of process required by § 48-1-124(e):
(1) If not included in the registration statement, one (1) copy of the latest form of prospectus or offering circular filed under the Securities Act of 1933 as amended, or Regulation A thereunder as amended, in a format approved by the commissioner;(2) If the commissioner by rule requires, a copy of the charter and bylaws (or their substantial equivalents) of the issuer, as then 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 by rule requires, copies of any other documents filed under the Securities Act of 1933, as amended, or Regulation A, as amended, thereof;(4) An undertaking to forward promptly to the commissioner all amendments to the prospectus or offering circular; and(5) If the commissioner by rule or order requires, such other information as is necessary to determine that the registration statement does not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.(c)(1) A registration statement under this section which has been filed with the securities and exchange commission (SEC) automatically becomes effective with the commissioner when it is declared effective by the SEC if all the following conditions are satisfied:
(A) No stop order is in effect and no proceeding is pending under § 48-1-108;(B) The registration statement has been on file with the commissioner for at least twenty (20) 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 order and the offering is made within those limitations.(2) The registrant shall promptly notify the commissioner, by telephone or other electronic means, of the date and time when the registration statement or notification filed with the SEC is declared effective by the SEC and the contents 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 amendment filed with the SEC, 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.(3) The commissioner may by rule or order waive either or both of the conditions specified in subdivisions (c)(1)(B) and (C). If the registration statement or notification filed with the SEC is declared effective by the SEC before all the conditions in this subsection (c) are satisfied and they are not waived, the registration statement automatically becomes effective with the commissioner as soon as all the conditions are satisfied.(4) If the registrant advises the commissioner of the date when the registration statement or notification filed with the SEC is expected to be declared effective, the commissioner shall promptly advise the registrant, by telephone or other electronic means, at the registrant’s expense, whether or not all the conditions are satisfied and whether or not the commissioner then contemplates the institution of a proceeding under § 48-1-108. This notice by the commissioner does not preclude the institution of such a proceeding at any time.
