J. MILLARD TAWES, Governor 13

§ 22. Registration by Qualification.

(a) 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 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) 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;

(2) 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 thirty 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;

(3) with respect to persons covered by clause (2): the remunera-
tion paid during the past twelve months and estimated to be paid
during the next twelve months, directly or indirectly, by the issuer
(together with all predecessors, parents, subsidiaries, and affiliates)
to all those persons in the aggregate;

(4) with respect to any person owning of record, or beneficially if
known, ten percent or more of the outstanding shares of any class
of equity security of the issuer: the information specified in clause
(2) other than his occupation;

(5) with respect to every promoter if the issuer was organized
within the past three years: the information specified in clause (2),
any amount paid to him within that period or intended to be paid
to him, and the consideration for any such payment;

(6) 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; 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 f or making
the offering;

(7) the capitalization and long-term debt (on both a current
and a pro forma basis) of the issuer and any significant subsidiary,
including a description of each security outstanding or being regis-
tered or otherwise offered, and a statement of the amount and kind
of consideration (whether in the form of cash, physical assets,
services, patents, goodwill or anything else) f or which the issuer or
any subsidiary has issued any of its securities within the past two
years or is obligated to issue any of its securities;