N.J.S. § 49:3-61 Registration of Security By Qualification

• Library: New Jersey Permanent Statutes
• Edition: 2023
• Currency: Current through L. 2023, c. 194.
• Year: 2023
• Citation: N.J.S. § 49:3-61

(a) Subject to the provisions of this section and section 15 of P.L. 1967, c.93 (C.49:3-62) any security may be registered by qualification.

(b) A registration statement under this section shall contain the following information and be accompanied by the following documents:

(1) the information specified in subsection (c) of section 15 of P.L. 1967, c.93 (C.49:3-62);

(2) the consent to service of process required by subsection (a) of section 26 of P.L. 1967, c.93 (C.49:3-73);

(3) with respect to the issuer and any significant subsidiary; its name, address, and form of organization; the State or foreign jurisdiction and date of its organization; the general character and location of its business; a description of its physical properties and equipment; and a statement of the general competitive conditions in the industry or business in which it is or will be engaged;

(4) with respect to every director and officer of the issuer, or person occupying a similar status or performing similar functions: his name, address, and principal occupation for the past five years; the amount of securities of the issuer held by him as of a specified date within 30 days of the filing of the registration statement; the amount of the securities covered by the registration statement to which he has indicated his intention to subscribe; and a description of any material interest in any material transaction with the issuer or any significant subsidiary effected within the past three years or proposed to be effected;

(5) with respect to persons covered by paragraph (4) of this subsection; the remuneration paid during the past 12 months and estimated to be paid during the next 12 months, directly or indirectly, by the issuer (together with all predecessors, parents, subsidiaries, and affiliates) to all those persons in the aggregate;

(6) with respect to any person owning of record, or beneficially if known, 10% or more of the outstanding shares of any class of equity security of the issuer: the information specified in paragraph (4) of this subsection other than his occupation;

(7) with respect to every promoter if the issuer was organized within the past three years: the information specified in paragraph (4) of this subsection, any amount paid to him within the period or intended to be paid to him, and the consideration for any such payment;

(8) with respect to any person on whose behalf any part of the offering is to be made in a nonissuer transaction: 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; a description of any material interest in any material transaction with the issuer or any significant subsidiary effected within the past three years or proposed to be effected; and a statement of his reasons for making the offering;