10 LAWS OF MARYLAND [CH. 1

default during the current fiscal year or within the three preceding
fiscal years in the payment of principal, interest, or dividends on any
security of the issuer (or any predecessor) with a fixed maturity or
a fixed interest or dividend provision, and (B) the issuer and any
predecessors during the past three fiscal years have had average net
earnings, determined in accordance with generally accepted account-
ing practices, (i) which 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 such outstanding securities (as measured by the
maximum offering price or the market price on a day, selected by the
registrant, within thirty days before the date of filing the registra-
tion statement, whichever is higher, or book value on a day, selected
by the registrant, within ninety days of the date of filing the regis-
tration statement to the extent that there is neither a readily deter-
minable market price nor a cash offering price), or (ii) which, if the
issuer and any predecessors have not had any security of the type
specified in clause (i) outstanding for three full fiscal years, equal
at least five percent of the amount (as measured in clause (i) ) of all
securities which 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) any security (other than a certificate of interest or partici-
pation in an oil, gas or mining title or lease or in payments out of
production under such a title or lease) registered for non-issuer dis-
tribution if (A) any security of the same class has ever been regis-
tered under this act, or (B) the security being registered was
originally issued pursuant to an exemption under this act.

(b) A registration statement under this section shall contain the
following information and be accompanied by the following docu-
ments in addition to the information specified in section 23 (c) and
the consent to service of process required by section 38 (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 juris-
diction) and the date of its organization; and the general character
and location of its business;

(3) with respect to any person on whose behalf any part of the
offering is to be made in a non-issuer distribution: 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; and a statement of
his reasons for making the offering;

(4) a description of the security being registered;

(5) the information and documents specified in clauses (2), (4),
(7), (8), (9), (10) and (12) of section 22 (b);

(6) a balance sheet of the issuer as of a date within four months
prior to 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 any predecessors' existence if less than two years; and