Coordinated Review-SCOR-Mid-Atlantic (CR-SCOR-Mid-Atlantic)[i] is a program available to issuers seeking to sell securities in multiple Mid-Atlantic states in an offering to be made using the Small Company Offering Registration (SCOR) Form. The program coordinates the registration process in all states in the region in which the issuer seeks to sell, saving the issuer time and money. The program expedites the registration process through strict review deadlines and by allowing an issuer to complete the registration while only interacting with one state regulator regardless of the number of states in which the offering will be registered. Six (6) Mid-Atlantic states as well as the District of Columbia participate in the program.
If you are considering offering in additional states, consult the central website for the CR-SCOR programs, which include CR-SCOR-Midwest, CR-SCOR-Southwest, and CR-SCOR-West. If you are considering offering on a national basis, check out the Coordinated Review-3(b) Program for Regulation A offerings and the Coordinated Review-Equity Program for federally registered equity offerings. Offerings of interests in real estate investment trusts, business development companies, oil and gas programs and other direct participation programs can take advantage of Coordinated Review-Direct Participation Programs.
The jurisdictions currently participating in the CR-SCOR-Mid-Atlantic program include:
|Delaware||New Jersey||West Virginia||Maryland|
|District of Columbia||Pennsylvania||Virginia|
Coordinated review is only available if the issuer intends to register in two (2) or more of these jurisdictions.
CR-SCOR-Mid-Atlantic may be requested by a corporation or centrally-managed limited liability company (LLC) organized under the laws of any US state, the District of Columbia or Canadian province. The company must be seeking to raise capital in two or more participating jurisdictions through a public offering of securities that is exempt from registration with the SEC under Rule 504 of SEC Regulation D.
CR-SCOR-Mid-Atlantic is not available to an issuer that is:
- Subject to the reporting requirements of the Securities Exchange Act of 1934;
- An investment company under the Investment Company Act of 1940;
- Engaged in petroleum exploration and production, mining or other extractive industry;
- A development stage company with no specific business plan or purpose other than merger;
- Engaged in the business of extension of credit that plans to offer and sell debt securities to the public; or
- An issuer that is disqualified under the NASAA Statement of Policy Regarding Small Company Registrations.
In addition, the securities offered must be priced at no less than US $1.00.
How to Apply for Coordinated Review
To apply for registration through CR-SCOR-Mid-Atlantic, the issuer will need to make a filing in each jurisdiction in which the offering is to be registered. The filing will consist of certain documents and a filing fee. Maryland acts as the Program Administrator State for the CR-SCOR-Mid-Atlantic program, so even if an issuer is not seeking registration in that state, the issuer must also send the items below to Maryland with the application for coordinated review.
Forms: The issuer should submit directly to each jurisdiction in which it wishes to register the forms required by that state. These forms include:
- Uniform Application to Register Securities (Form U-1);
- Uniform Consent to Service of Process (Form U-2);
- Uniform Form of Corporate Resolution (Form U-2A) (see page 5 of document);
- Application for Coordinated Review-SCOR-Mid-Atlantic; and
- Copy of the completed SCOR Form with exhibits.
If the issuer is filing for registration in Pennsylvania, the issuer will need to submit the Pennsylvania Supplement to Form U-1 (Form 206). Pennsylvania does not, however, require the Form U-2 or Form U-2A.
For applications to register in New Jersey, the issuer will also need to submit the New Jersey Addendum to Registration Statement (Form NJBOS-5).
- Financial Statements: An issuer requesting coordinated review must file reviewed or audited financial statements in connection with an offering of $1,000,000 or less. Where the offering exceeds $1,000,000, audited financial statements will be required. Audited financial statements will also be required if the issuer is seeking to register the securities in Virginia. The date of the financial statements shall be the more recent of the last fiscal year-end date, or a date that is not more than 120 days before the date the application is filed. Unaudited interim financial statements may be required.
- Fees: The issuer is required to remit the payment required by each jurisdiction in which it seeks to sell its securities. Such payment shall be submitted to that state along with the other documentation. There is no additional fee for coordinated review. Do not send a fee to the Program Administrator (Maryland) unless the issuer intends to register its securities in that state.
- Salesperson Licensing. In addition to compliance with securities registration requirements, issuers requesting coordinated review must comply with agent registration requirements in each jurisdiction. If an application neglects to include the necessary salesperson application materials, the states participating in coordinated review will inform the issuer of the requirements in their initial coordinated review comment letter.
Selection of the Lead Examiner
As the Program Administrator, Maryland is responsible for selecting the lead jurisdiction from among the participating jurisdictions. The lead jurisdiction will represent the participating jurisdictions in resolving application deficiencies. The issuer does not have the option of requesting a specific lead jurisdiction. Maryland will select the lead jurisdiction based on a number of considerations. The principal place of business of the issuer will be considered in making the selection, but will not be the only factor on which the selection is made. The lead jurisdiction may be a jurisdiction other than the jurisdiction in which the issuer maintains its principal place of business.
The participating jurisdictions have agreed to review applications for coordinated review pursuant to an established timeline. This timeline provides that within three (3) business days after receipt of the application for coordinated review, the lead state will be selected. Participating jurisdictions then have twelve (12) business days to submit comments on the issuer’s application to the lead examiner. Within the subsequent seven (7) business days, the lead examiner will prepare and issue to the applicant the coordinated review comment letter. The issuer can anticipate receiving the initial comment letter from the participating jurisdictions within 5-6 weeks. The lead state then works to resolve outstanding comments with the issuer or its counsel. The participating jurisdictions will reply to an issuer’s response letter within five (5) business days after receipt.
Lead Examiner Responsibilities
The lead examiner is responsible for:
- Collecting comments from the participating jurisdictions;
- Drafting one comment letter to the issuer;
- Forwarding a copy of the initial comment letter to the participating jurisdictions;
- Forwarding a copy of the issuer’s response letter to the participating jurisdictions;
- Negotiating the resolution of comments with the issuer;
- Negotiating the resolution of comments with the participating jurisdictions;
- Making all final decisions regarding the resolution of comments;
- Recommending registration of the issuer’s offering and forwarding that recommendation to all participating jurisdictions; and
- Notifying the issuer that the comments have been cleared.
The issuer is responsible for the following:
- Forwarding to the Program Administrator the application for coordinated review, Form U-7 and Form U-1 regardless of intent to sell securities in Maryland;
- Filing the application for coordinated review and all other appropriate documents and fees in each jurisdiction in which it seeks to sell its securities;
- Forwarding a written response to the lead examiner;
- Forwarding copies of amended disclosure documents to each participating jurisdiction;
- Communicating with the lead examiner to resolve comments;
- Obtaining a written indication of effectiveness from each participating jurisdiction prior to commencing offers or sales in those jurisdictions; and
- Complying with any post-registration requirements of the participating jurisdictions.
Applicable Statements of Policy
If you apply for registration in Pennsylvania, Virginia or West Virginia, the comment letter may contain substantive or “merit” comments based on the application of the following NASAA Statements of Policy:
- Corporate Securities Definitions
- Impoundment of Proceeds
- Loans and Other Material Affiliated Transactions
- Options and Warrants
- Preferred Stock
- Promoters’ Equity Investment
- Promotional Shares
- Specificity in Use of Proceeds
- Underwriting Expenses and Underwriter’s Warrants
- Unsound Financial Condition
- Voting Rights
Who to Contact with Questions
For information, please contact the Maryland Securities Division, Securities Registration Unit, 200 Saint Paul Place, 20th Floor, Baltimore, Maryland 21202; Telephone 410-576-7050; Fax 410-576¬6532. You also can find additional information on coordinated review at http://www.oag.state.md.us/securities/.
[i] CR-SCOR-Mid-Atlantic is also known as Mid-Atlantic Regional Review.