0001| SENATE BILL 295
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0002| 42ND LEGISLATURE - STATE OF NEW MEXICO - SECOND SESSION,
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0003| 1996
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0004| INTRODUCED BY
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0005| RAYMOND L. KYSAR
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0006|
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0007|
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0008|
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0009|
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0010|
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0011| AN ACT
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0012| RELATING TO SECURITIES; CHANGING FILING FEES FOR REGISTRATION
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0013| STATEMENTS.
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0014|
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0015| BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF NEW MEXICO:
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0016| Section 1. Section 58-13B-24 NMSA 1978 (being Laws 1986,
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0017| Chapter 7, Section 24) is amended to read:
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0018| "58-13B-24. PROVISIONS APPLICABLE TO REGISTRATION
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0019| GENERALLY.--
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0020| A. A registration statement may be filed by the
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0021| issuer, any other person on whose behalf the offering is to be
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0022| made or a registered broker-dealer.
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0023| B. If a registration statement is withdrawn before
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0024| the effective date or a pre-effective stop order is entered
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0025| pursuant to Section 58-13B-25 NMSA 1978, the director shall
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0001| retain the fee set forth in this subsection. Except as
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0002| provided in Subsection C of this section, a person filing a
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0003| registration statement shall pay a filing fee of:
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0004| (1) one-tenth of one percent of the maximum
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0005| aggregate offering price at which the registered securities are
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0006| to be offered in this state, but not less than three hundred
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0007| fifty dollars ($350) or more than two thousand five hundred
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0008| dollars ($2,500); or
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0009| (2) [If a registration statement is
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withdrawn before the effective date or a pre-effective stop
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order is entered under Section 25 of the New Mexico Securities
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Act of 1986, the director shall retain the fee] three hundred
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0013| fifty dollars ($350) if the person is a corporate issuer or a
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0014| person acting on behalf of a corporate issuer and is claiming an
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0015| exemption from the registration requirements of federal law
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0016| regarding small corporate offerings pursuant to rule 504 of
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0017| regulation D (17 CFR 230.504).
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0018| C. An open-end management company or a face amount
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0019| certificate company as defined in the federal Investment
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0020| Company Act of 1940 may register an indefinite amount of
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0021| securities under a registration statement. The registrant shall
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0022| pay:
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0023| (1) a fee of five hundred dollars ($500) at the
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0024| time of filing; and
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0025| (2) within sixty days after the registrant's
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0001| fiscal year during which its registration statement is
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0002| effective, a fee of two thousand dollars ($2,000) or file a
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0003| report on a form the director by rule adopts, specifying its
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0004| sale of securities to persons in this state during the fiscal
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0005| year and pay a fee of one-tenth of one percent of the aggregate
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0006| sale price of the securities sold to persons in the state, but
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0007| the latter fee shall not be less than three hundred fifty
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0008| dollars ($350) or more than two thousand five hundred dollars
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0009| ($2,500).
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0010| D. Except as permitted otherwise by Subsection C of
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0011| this section, a registration statement must specify the amount
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0012| of securities to be offered in this state and:
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0013| (1) the states in which a registration
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0014| statement or similar document in connection with the offering
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0015| has been or is to be filed; and
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0016| (2) any adverse order, judgment or decree
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0017| entered by the securities agency or administrator in any state
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0018| or by a court or the securities and exchange commission in
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0019| connection with the offering.
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0020| E. A document filed under the New Mexico Securities
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0021| Act of 1986 or a predecessor act, within five years before the
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0022| filing of a registration statement, may be incorporated by
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0023| reference in the registration statement if the document is
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0024| currently accurate.
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0025| F. The director by rule or order may permit the
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0001| omission of an item of information or document from a
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0002| registration statement.
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0003| G. In the case of a non-issuer offering, the
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0004| director may not require information under Section [23 of the
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New Mexico Securities Act of 1986] 58-13B-23 NMSA 1978 or
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0006| Subsection M of this section unless it is known to the person
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0007| filing the registration statement or to the persons on whose
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0008| behalf the offering is to be made, or can be furnished by them
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0009| without unreasonable effort or expense.
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0010| H. In the case of a registration under Section
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0011| [22 or 23 of the New Mexico Securities Act of 1986] 58-13B-22
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0012| or 58-13B-23 NMSA 1978 by an issuer who has no public market
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0013| for its shares and no significant earnings from continuing
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0014| operations during the last five years or any shorter period of
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0015| its existence, the director by rule or order may require as a
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0016| condition of registration that the following securities be
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0017| deposited in escrow for not more than three years:
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0018| (1) a security issued to a promoter, control
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0019| person or affiliate within the three years immediately before
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0020| the offering or to be issued to such persons for a consideration
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0021| substantially less than the offering price; and
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0022| (2) a security issued to a promoter, control
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0023| person or affiliate for a consideration other than cash, unless
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0024| the registrant demonstrates that the value of the noncash
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0025| consideration received in exchange for the security is
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0001| substantially equal to the offering price for the security.
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0002| The director by rule or order may determine the conditions
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0003| of an escrow required under this subsection, but the director
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0004| may not reject a depository solely because of location in
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0005| another state.
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0006| I. The director by rule or order may require as a
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0007| condition of registration under Section [22 or 23 of the New
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Mexico Securities Act of 1986] 58-13B-22 or 58-13B-23 NMSA
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0009| 1978 that the proceeds from the sale of the registered security
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0010| in this state be impounded until the issuer receives a specified
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0011| amount from the sale of the security. The director by rule or
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0012| order may determine the conditions of an impoundment arrangement
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0013| required under this subsection, but the director may not reject
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0014| a depository solely because of its location in another state.
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0015| J. If a security is registered pursuant to Section
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0016| [21 or 22 of the New Mexico Securities Act of 1986] 58-13B-21
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0017| or 58-13B-22 NMSA 1978, the prospectus filed under the
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0018| Securities Act of 1933 shall be delivered to each purchaser in
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0019| accordance with the prospectus delivery requirements of the
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0020| Securities Act of 1933. With respect to a security registered
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0021| under Section [21 or 22 of the New Mexico Securities Act of
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1986] 58-13B-21 or 58-13B-22 NMSA 1978, the director by rule
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0023| or order may require the delivery of other material documents or
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0024| information to each purchaser concurrent with or prior to the
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0025| delivery of the prospectus.
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0001| K. If a security is registered pursuant to Section
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0002| [23 of the New Mexico Securities Act of 1986] 58-13B-23 NMSA
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0003| 1978, an offering document containing information the director
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0004| by rule or order designates shall be delivered to each purchaser
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0005| with or before the earliest of:
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0006| (1) the first written offer made to the
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0007| purchaser by or for the account of the issuer or another person
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0008| on whose behalf the offering is being made or by an underwriter
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0009| or broker-dealer who is offering part of an unsold allotment or
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0010| subscription taken by it as a participant in the distribution;
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0011| (2) confirmation of a sale made by or for the
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0012| account of a person named in Paragraph (1) of this subsection;
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0013| (3) payment pursuant to a sale; or
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0014| (4) delivery pursuant to a sale.
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0015| L. A registration statement remains effective for
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0016| one year after its effective date unless the director by rule or
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0017| order extends the period of effectiveness. All outstanding
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0018| securities of the same class as a registered security are
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0019| considered to be registered for the purpose of a non-issuer
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0020| transaction while the registration statement is effective,
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0021| unless the director by rule or order provides otherwise. A
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0022| registration statement may not be withdrawn after its effective
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0023| date if any of the securities registered have been sold in this
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0024| state, unless the director by rule or order provides otherwise.
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0025| No registration statement is effective while a stop order is in
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0001| effect under Subsection A of Section [25 of the New Mexico
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Securities Act of 1986] 58-13B-25 NMSA 1978.
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0003| M. During the period that an offering is being made
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0004| pursuant to an effective registration statement, the director by
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0005| rule or order may require the person who filed the registration
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0006| statement to file reports, not more often than quarterly, to
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0007| keep reasonably current the information contained in the
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0008| registration statement and to disclose the progress of the
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0009| offering.
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0010| N. A registration statement filed under Section
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0011| [21 or 22 of the New Mexico Securities Act of 1986] 58-13B-21
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0012| or 58-13B-22 NMSA 1978 may be amended after its effective date
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0013| to increase the securities specified to be offered and sold.
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0014| The amendment becomes effective upon filing of the amendment and
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0015| payment of an additional filing fee which shall be three times
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0016| the fee otherwise payable, calculated in the manner specified in
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0017| Subsection B of this section, with respect to the additional
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0018| securities to be offered and sold. The effectiveness of the
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0019| amendment relates back to the date or dates of sale of the
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0020| additional securities being registered.
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0021| O. A registration statement filed under Section
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0022| [23 of the New Mexico Securities Act of 1986] 58-13B-23
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0023| NMSA 1978 may be amended after its effective date to increase
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0024| the securities specified to be offered and sold, provided that
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0025| the public offering price and underwriters' discounts and
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0001| commissions are not changed from the respective amounts of which
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0002| the director was informed. The amendment becomes effective when
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0003| the director so orders and relates back to the date of sale of
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0004| the additional securities being registered. A person filing an
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0005| amendment shall pay an additional filing fee which shall be
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0006| three times the fee otherwise payable, calculated in the manner
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0007| specified in Subsection B of this section, with respect to the
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0008| additional securities to be offered and sold.
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0009| P. Pursuant to Section 106(c) of the Secondary
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0010| Mortgage Market Enhancement Act of 1984, any securities which
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0011| are offered and sold pursuant to Section 4 (5) of the Securities
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0012| Act of 1933 or that are mortgage-related securities, as that
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0013| term is defined in Section 3 (a) (41) of the Securities Exchange
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0014| Act of 1934, being 15 U.S.C. 78c (a) (41), are required to
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0015| comply with all applicable registration and qualification
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0016| requirements of the New Mexico Securities Act of 1986 and the
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0017| rules under that act and shall not be treated as obligations
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0018| issued by the United States for purposes of that act."
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0019| Section 2. EFFECTIVE DATE.--The effective date of the
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0020| provisions of this act is July 1, 1996.
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0021| - 8 -
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0022|
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0023| FORTY-SECOND LEGISLATURE
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0024| SECOND SESSION, 1996
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0025|
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0001|
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0002| JANUARY 26, 1996
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0003|
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0004| Mr. President:
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0005|
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0006| Your COMMITTEES' COMMITTEE, to whom has been referred
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0007|
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0008| SENATE BILL 295
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0009|
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0010| has had it under consideration and finds same to be GERMANE, PURSUANT
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0011| TO SENATE EXECUTIVE MESSAGE NUMBER NINE, and thence referred to the
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0012| CORPORATIONS AND TRANSPORTATION COMMITTEE.
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0013|
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0014| Respectfully submitted,
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0015|
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0016|
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0017|
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0018|
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0019| __________________________________
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0020| SENATOR MANNY M. ARAGON, Chairman
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0021|
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0022|
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0023|
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0024| Adopted_______________________ Not Adopted_______________________
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0025| (Chief Clerk) (Chief Clerk)
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0001|
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0002|
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0003| Date ________________________
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0004|
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0005|
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0006|
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0007| S0295CC1
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0008|
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0009| FORTY-SECOND LEGISLATURE
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0010| SECOND SESSION, 1996
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0011|
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0012|
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0013| February 2, 1996
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0014|
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0015| Mr. President:
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0016|
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0017| Your CORPORATIONS & TRANSPORTATION COMMITTEE, to whom has
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0018| been referred
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0019|
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0020| SENATE BILL 295
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0021|
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0022| has had it under consideration and reports same with recommendation that
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0023| it DO PASS, and thence referred to the FINANCE COMMITTEE.
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0024|
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0025| Respectfully submitted,
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0001|
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0002|
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0003|
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0004| __________________________________
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0005| Roman M. Maes, III, Chairman
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0006|
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0007|
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0008|
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0009| Adopted_______________________ Not Adopted_______________________
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0010| (Chief Clerk) (Chief Clerk)
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0011|
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0012|
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0013| Date ________________________
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0014|
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0015|
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0016| The roll call vote was 5 For 0 Against
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0017| Yes: 5
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0018| No: 0
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0019| Excused: Fidel, McKibben, Reagan, Robinson
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0020| Absent: 0
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0021|
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0022|
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0023| S0295CT1
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0024|
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0025|
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0001|
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0002| FORTY-SECOND LEGISLATURE
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0003| SECOND SESSION, 1996
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0004|
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0005|
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0006| February 7, 1996
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0007|
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0008| Mr. President:
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0009|
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0010| Your FINANCE COMMITTEE, to whom has been referred
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0011|
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0012| SENATE BILL 295
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0013|
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0014| has had it under consideration and reports same with recommendation that
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0015| it DO PASS.
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0016|
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0017| Respectfully submitted,
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0018|
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0019|
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0020|
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0021| __________________________________
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0022| Ben D. Altamirano, Chairman
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0023|
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0024|
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0025|
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0001| Adopted_______________________ Not Adopted_______________________
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0002| (Chief Clerk) (Chief Clerk)
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0003|
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0004|
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0005|
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0006| Date ________________________
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0007|
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0008|
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0009| The roll call vote was 7 For 0 Against
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0010| Yes: 7
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0011| No: 0
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0012| Excuse: Aragon, Duran, Ingle, T. Jennings, Kidd, Macias
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0013| Absent: None
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0014|
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0015|
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0016| S0295FC1
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0017| State of New Mexico
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0018| House of Representatives
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0019|
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0020| FORTY-SECOND LEGISLATURE
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0021| SECOND SESSION, 1996
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0022|
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0023|
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0024| February 13, 1996
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0025|
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0001|
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0002| Mr. Speaker:
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0003|
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0004| Your CONSUMER AND PUBLIC AFFAIRS COMMITTEE, to whom has
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0005| been referred
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0006|
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0007| SENATE BILL 295
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0008|
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0009| has had it under consideration and reports same with
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0010| recommendation that it DO PASS.
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0011|
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0012| Respectfully submitted,
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0013|
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0014|
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0015|
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0016|
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0017| Gary K. King, Chairman
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0018|
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0019|
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0020| Adopted Not Adopted
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0021| (Chief Clerk) (Chief Clerk)
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0022|
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0023| Date
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0024|
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0025| The roll call vote was 6 For 0 Against
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0001| Yes: 6
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0002| Excused: Abeyta, Baca, Charley, Sandel, Vigil
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0003| Absent: None
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0004|
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0005|
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0006|
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0007| S0295CP1
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