Guam § 46302 - Registration by Notification.

§ 46302. Registration by Notification.

(a) The following securities may be registered by notification, whether

or not they are also eligible for registration by coordination under § 46303:

(1) any security whose issuer and any predecessors have been in

continuous operation for least five (5) years if (A) there has been no

default during the current fiscal year or within the three (3) preceding

fiscal years in the payment of principal, interests, or dividends on any

security of the issuer (or any predecessor) with a fixed maturity or a

fixed interest or dividend provision, and (B) the issuer and any

predecessors during the past three (3) fiscal years have had 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 outstanding at the

date the registration statement is filed and equal at least five percent

(5%) of the amount of such outstanding securities (as measured by the

maximum offering price or the market price on a day, selected by the

registrant, within thirty (30) days before the date of filing the

registration statement, whichever is higher, or book value on a day,

selected by the registrant, within ninety (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, if

the issuer and any predecessors have not had any security of the type

specified in clause (i) outstanding for three (3) full fiscal years, equal

at least five percent (5%) of the amount (as measured in clause (i) of

all securities which will be outstanding if all 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;

(2) any security (other than a 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) registered for non-issuer distribution if (A)

any security of the same class has ever been registered under this Act,

or (B) the security being registered was originally issued pursuant to

an exemption under this Act.

(b) 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 § 46305(c), and the consent to

service of process required in § 46414(g):

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(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 non-issuer 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 clauses (8), (10),

and (12) of § 46304(b); and

(6) in the case of any registration under § 46302(a)(2) which does

not also satisfy the conditions of § 46302(a)(1), a balance sheet of the

issuer as of a date within four (4) months prior to the filing of the

registration statement, a summary of earnings for each of the two (2)

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 (2)years.

(c) If no stop order is in effect and no proceeding is pending under §

46306, a registration statement under this section automatically becomes

effective at three o'clock local standard time in the afternoon of the second

(2nd) full business day after the filing of the registration statement or the

last amendment, or at such earlier time as the Administrator determines.