Registration by Coordination

*Connecticut no longer requires the paper filing of documents that our staff can access through EDGAR

Terms to Know:

• Coordination:  A state procedure for registering securities for which a registration statement has been filed with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933.
• EDGAR:  Short for "Electronic Data Gathering, Analysis and Retrieval System." A publicly accessible, Internet-based database established by the SEC to perform automated collection, validation, indexing, acceptance and forwarding of submissions by companies and others who must file forms with the SEC by law.
• EDGAR Filer:  An entity filing a registration statement with the SEC through EDGAR

STEP 1

Before the SEC Declares Your Registration Effective, File Only Three Items With Connecticut:

1. Nonrefundable filing fee payable to "Treasurer, State of Connecticut."
2. Form U-1 Application to Register Securities
3. Form U-2 (Consent to Service of Process) 

Note:  Effective July 9, 2007, Connecticut no longer requires the filing of a Form U-1 Supplement.

STEP 2

During the Next 5 Business Days, We Will Read Your EDGAR-Filed Documents Online and Advise You of Any Deficiencies

STEP 3

Within One Business Day After SEC Effectiveness, Tell Us in Writing (Letter, Fax, E-mail) When the Registration Became Effective With the SEC and When You Will File the Price Amendment (if any) via EDGAR

STEP 4

You're Registered!  The Connecticut Effectiveness Order Will be Sent to You via Regular Mail.

STEP 5

What to Do Once the Offering is Registered is Connecticut

Unless you have paid the maximum filing fee of $1,500, you must advise us in writing (letter, fax, e-mail) of the completion date of the initial distribution; the amount of securities sold in Connecticut; and the availability of an exemption for any nonissuer distribution.

Do Not File Paper Versions of the Following (Unless We Specifically Ask for an Item): 

1. Prospectus
2. Pre-effective and post-effective amendments to the registration statement that already appear on EDGAR
3. Undertaking to forward all amendments to the federal prospectus
4. Issuer's articles of incorporation and by-laws currently in effect
5. Underwriting agreement
6. Indenture or other instrument governing issuance of the security
7. Specimen or copy of the security
8. Opinion of counsel regarding issuance of the securities
9. Sales literature
10. Post-effective filing of a balance sheet and income statement

Continuing Disclosure Obligations Regarding Disciplinary Events

EDGAR Filers must still notify the Commissioner of material items such as:

1. Any adverse order, judgment, decree or permanent or temporary injunction entered by a state or federal agency or court concerning the offering or other securities of the issuer or the person seeking registration
2. A request by the issuer or the person seeking registration to withdraw an application pending before a state or federal agency to register the same security the applicant seeks to register under the Connecticut Uniform Securities Act
3. Final notice from any state or federal administrative agency that the security or any information or document filed with the agency relating to the security fails to meet the agency's requirements

Questions?

State of Connecticut
Department of Banking
Securities and Business Investments Division
260 Constitution Plaza
Hartford, Connecticut 06103-1800

Via e-mail:  william.olesky@ct.gov

Telephone:  860-240-8230

Fax:  860-240-8295