Guam § 46303 - Registration by Coordination.

§ 46303. Registration by Coordination.

(a) Any security for which a registration statement has been filed under

the Securities Act of 1933 in connection with the same offering may be

registered by coordination.

(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 or process required by § 46414(g):

COL 052809

(1) Three (3) copies of the latest form of prospectus filed under

the Securities Act of 1933;

(2) If the Administrator by rule or otherwise requires, a copy of

the articles of incorporation and by-laws (or their substantial

equivalents) currently 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 Administrator requests, any other information, or copies

of any other documents, filed under the Securities Act if 1933; and

(4) An undertaking to forward all future amendments to the

Federal prospectus, other than an amendment which merely delays the

effective date of the registration statement, promptly and in any event

not later than the first business day after the day they are forwarded to

or filed with the Securities and Exchange Commission, whichever first

occurs.

(c) A registration statement under this section automatically becomes

effective at the moment the Federal registration statement becomes effective

if all the following conditions are satisfied: (1) no stop order is in effect and

no proceeding is pending under § 46306; (2) the registration statement has

been on file with the Administrator for at least ten (10) days; and (3) 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 Administrator permits by

rule or otherwise and the offering is made within those limitations. The

registrant shall promptly notify the Administrator by telephone or telegram

of the date and time when the Federal registration statement became

effective and the content 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 Federal

amendment 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. Upon

failure to receive the required notification and post-effective amendment

with respect to the price amendment, the Administrator may enter a stop

order, without notice or hearing, retroactively denying effectiveness to the

registration statement or suspending its effectiveness until compliance with

this subsection, if he promptly notifies the registrant by telephone or

COL 052809

telegram (and promptly confirms by letter or telegram when he notifies by

telephone) of the issuance of the order. If the registrant proves compliance

with the requirements of this subsection as to notice and post-effective

amendment, the stop order is void as of the time of its entry. The

Administrator may by rule or otherwise, waive either or both of the

conditions specified in clauses (2) and (3). If the Federal registration

statement becomes effective before all the conditions in this subsection are

satisfied and they are not waived, the registration statement automatically

becomes effective as soon as all the conditions are satisfied. If the

registrant advises the Administrator of the date when the Federal

registration statement is expected to become effective, the Administrator

shall promptly advise the registrant by telephone or telegram, at the

registrant's expense, whether all the conditions are satisfied and whether he

then contemplates the institution of a proceeding under § 46306, but this

advice by the Administrator does not preclude the institution of such a

proceeding at any time.