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Alaska Statutes.

Title 45. Trade and Commerce

Chapter 55. Alaska Securities Act

Section 80. Registration By Notification.

previous: Section 75. Federal Covered Securities.
next: Section 90. Registration By Coordination.

AS 45.55.080. Registration By Notification.

(a) The following securities may be registered by notification, whether or not they are also eligible for registration by coordination under AS 45.55.090 :

(1) a security whose issuer and predecessors have been in continuous operation for at least five years if

(A) 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 a security of the issuer, or any predecessor, with a fixed maturity or a fixed interest or dividend provision; and

(B) the issuer and predecessor during the past three fiscal years have had average net earnings, determined in accordance with generally accepted accounting practices

(i) that 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 of the amount of these 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 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;

(ii) that, if the issuer and predecessors have not had any security of the type specified in (i) of this subparagraph outstanding for three full fiscal years, equal at least five percent of the amount, as measured in (i) of this subparagraph, of all securities that 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) a 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 the title or lease, registered for nonissuer distribution if

(A) any security of the same class has ever been registered under this chapter; or

(B) the security being registered was originally issued under an exemption under this chapter.

(b) A registration statement under this section must contain the following information and be accompanied by the following documents in addition to the information specified in AS 45.55.110 (c) and the consent to service of process required by AS 45.55.980 (g):

(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; the date of its organization; and the general character and location of its business;

(3) with respect to a person on whose behalf a part of the offering is to be made in a nonissuer distribution, the person's name and address; the amount of securities of the issuer held by the person as of the date of the filing of the registration statement; and a statement of the reasons for making the offering;

(4) a description of the security being registered;

(5) the information and documents specified in AS 45.55.100 (b)(8), (10), and (12); and

(6) in the case of registration under (a)(2) of this section which does not also satisfy the conditions of (a)(1) of this section, a balance sheet of the issuer as of a date within four months before 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 predecessor's existence if less than two years.

(c) If no stop order is in effect and no proceeding is pending under AS 45.55.120 , a registration statement under this section automatically becomes effective at three o'clock Alaska Standard Time in the afternoon of the second full business day after the filing of the registration statement or the last amendment, or at an earlier time as the administrator determines.