49:3-61.2 Registration by notification.

8. The following securities may be registered by notification, whether or not they are also eligible for registration by coordination under section 7 of P.L.1985, c.405 (C.49:3-61.1) or by qualification under section 14 of P.L.1967, c.93 (C. 49:3-61):

a. Any security whose issuer, and any predecessors, have been in continuous operation for at least five years, if:

(1) 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 of any predecessor thereof, with a fixed maturity or a fixed interest or dividend provision; and

(2) The issuer, and any predecessors, during the past three fiscal years, have had an average net earnings, determined in accordance with generally accepted accounting practices:

(i) Which are applicable to all securities without a fixed maturity or a fixed interest or dividend provision, which securities are outstanding at the date the registration statement is filed, and which average net earnings equal at least 5% of the amount of those 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 by the 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

(ii) Which average net earnings, if the issuer, and any predecessors, have not had any security of the type specified in subparagraph (i) of this paragraph outstanding for three full fiscal years, equal to at least 5% of the amount, as established in subparagraph (i) of this paragraph, of all securities which will be outstanding if all of the securities being offered or proposed to be offered, whether or not they are proposed to be registered or offered in this State, are issued;

b. A registration statement under this section shall contain the following information and shall be accompanied by the following documents, in addition to the information specified in section 15 of P.L.1967, c.93 (C.49:3-62) and the consent to service of process required by section 26 of P.L.1967, c.93 (C.49:3-73):

(1) A statement demonstrating eligibility for registration by notification;

(2) With respect to the issuer and any significant subsidiary: its name, address, and form of organization, the state or foreign jurisdiction and the date of its organization, and 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: his name and address, the amount of securities of the issuer held by him as of the date of the filing of the registration statement, and a statement of his reasons for making the offering;

(4) A description of the security being registered;

(5) The information and documents specified in paragraphs (10), (12), and (14) of subsection (b) of section 14 of P.L.1967, c.93 (C.49:3-61); and

(6) In the case of any registration under paragraph (2) of subsection a. of this section which does not satisfy the conditions of paragraph (1) of subsection a. of this section, a balance sheet of the issuer as of a date within four months prior to the filing of the registration statement, and a summary of earnings 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 for the period of the issuer's and any predecessors' existence, if less than two years.

c. If no stop order is in effect and no proceeding is pending against any person directly or indirectly involved in the offering under subsection (c) of section 3, section 17 or section 23 of P.L.1967, c.93 (C.49:3-50, 49:3-64 or 49:3-70) or section 29 of this act (C.49:3-70.1), a registration statement under this section automatically becomes effective at three o'clock Eastern Standard Time in the afternoon of the second full business day after the filing of the registration statement or the last amendment, or at such earlier time as the bureau chief determines.

L.1985,c.405,s.8; amended 1997, c.276, s.17.