Nev. Rev. Stat. § 90.480

Current through 82nd (2023) Legislative Session Chapter 535 and 34th (2023) Special Session Chapter 1 and 35th (2023) Special Session Chapter 1

Section 90.480 - Registration by coordination

1. Securities for which a registration statement has been filed under the Securities Act of 1933 in connection with the offering of the securities may be registered by coordination.

2. A registration statement under this section must contain the following information and be accompanied by the following records in addition to the information specified in subsection 4 of NRS 90.500 and the consent to service of process required by NRS 90.770:

(a) One copy of the latest form of prospectus filed under the Securities Act of 1933;

(b) If the Administrator by regulation or order requires:

(1) A copy of the articles of incorporation and bylaws, or their substantial equivalents, currently in effect;

(2) A copy of any agreement with or among underwriters;

(3) A copy of any indenture or other instrument governing the issuance of the security to be registered; and

(4) A copy, specimen or description of the security;

(c) If the Administrator requests and subject to the provisions of NRS 90.730, any other information or copies of any other records filed under the Securities Act of 1933; and

(d) An undertaking to forward promptly and in any event not later than the first business day after the day they are forwarded to or filed with the Securities and Exchange Commission, all future amendments to the federal prospectus, other than an amendment that delays the effective date of the registration statement, whichever occurs first.

3. A registration statement under this section becomes effective when the federal registration statement becomes effective and all the following conditions are satisfied:

(a) No order is in effect, and no proceeding is pending, under NRS 90.510;

(b) The registration statement has been on file with the Administrator for at least 10 days, but if the registration statement is not filed with the Administrator within 5 days after the initial filing under the Securities Act of 1933, the registration statement must have been on file with the Administrator for 30 days or any shorter period as the Administrator by regulation or order specifies; and

(c) A statement of the maximum and minimum proposed offering prices and the maximum underwriting discounts and commissions has been on file for 2 full business days or any shorter period the Administrator permits and the offering is made within those limitations.

4. The registrant shall promptly notify the Administrator of the date and time when the federal registration statement became effective and the content of the price amendment, if any, and shall promptly file a posteffective amendment containing the information and records in the price amendment.

5. Upon failure to receive the required notification and posteffective amendment with respect to the price amendment, the Administrator may enter an order, retroactively denying effectiveness to the registration statement or suspending its effectiveness until the registrant complies with subsection 4. The Administrator shall promptly notify the registrant of the issuance of the order. If the registrant proves compliance with the requirements of subsection 4 as to notice and posteffective amendment, the order is void as of its entry.

6. The Administrator by regulation or order may waive either or both of the conditions specified in paragraphs (b) and (c) of subsection 3.

7. If the federal registration statement becomes effective before all the conditions in subsection 3 are satisfied and they are not waived, the registration statement automatically becomes effective when all the conditions are satisfied. If the registrant advises the Administrator of the date when the federal registration statement is expected to become effective, the Administrator shall promptly advise the registrant, at the registrant's expense, whether all conditions are satisfied and whether the Administrator then contemplates the institution of a proceeding under NRS 90.510, but the advice by the Administrator does not preclude the institution of a proceeding for an order suspending the effectiveness of the registration statement. An order issued under this subsection is not retroactive.

8. The Administrator by regulation or order may waive or modify the application of a requirement of this section if a provision or an amendment, repeal or other alteration of the provisions of the Securities Act of 1933 for the registration of securities or of the regulations adopted under that act renders the waiver or modification appropriate for further coordination of state and federal registration.

NRS 90.480

Added to NRS by 1987, 2163; A 1989, 160; 1991, 597; 2003, 3165