Nevada § 90.470 - Registration by filing

§ 90.470. Registration by filing

1. Securities for which a registration statement has been filed under the Securities

Act of 1933 1 in connection with the offering of the securities may be registered by filing, whether

or not they are also eligible for registration under NRS 90.480 or 90.490 , if: (a) The issuer is organized under the laws of the United States or a state or, if

the issuer is not organized under the laws of the United States or a state, it has

appointed a duly authorized agent in the United States for service of process; (b) The issuer has actively engaged in business operations in the United States for

a period of at least 36 consecutive calendar months immediately before the filing

of the federal registration statement; (c) The issuer has registered a class of equity securities under section 12(b) or

12(g) of the Securities Exchange Act of 1934, 2 and the class of securities is held of record by 500 or more persons; (d) The issuer has: (1) Either a total net worth of $4,000,000 or a total net worth of $2,000,000 and

net pretax income from operations before allowances for extraordinary items, for at

least 2 of the 3 preceding fiscal years; (2) Not less than 400,000 units of the class of security registered under section

12 of the Securities Exchange Act of 1934 held by the public, excluding securities

held by officers and directors of the issuer, underwriters and persons beneficially

owning 10 percent or more of that class of security; and (3) No outstanding warrants and options held by the underwriters and executive officers

and directors of the issuer in an amount exceeding 10 percent of the total number

of shares to be outstanding after completion of the offering of the securities being

registered; (e) The issuer has been subject to the requirements of section 12 of the Securities

Exchange Act of 1934 and has filed all the material required to be filed under sections

13 and 14 of that act 3 for at least 36 consecutive calendar months immediately before the filing of the

statement and the issuer has filed in a timely manner all reports required to be filed

during the 12 calendar months next preceding the filing of the federal registration

statement; (f) For at least 30 days during the 3 months next preceding the offering of the securities

registered there have been at least four market makers for the class of equity securities

registered under section 12 of the Securities Exchange Act of 1934; (g) Each of the underwriters participating in the offering of the security and each

broker-dealer who will offer the security in this State is a member of or is subject

to the regulations of fair practice of a national association of securities dealers

with respect to the offering and the underwriters have contracted to purchase the

securities offered in a principal capacity; (h) The aggregate commissions or discounts to be received by the underwriters will

not exceed 10 percent of the aggregate price at which the securities being registered

are offered to the public; (i) Neither the issuer nor any of its subsidiaries, since the end of the fiscal year

next preceding the filing of the registration statement, have: (1) Failed to pay a dividend or sinking fund installment on preferred stock; (2) Defaulted on indebtedness for borrowed money; or (3) Defaulted on the rental on one or more long-term leases, and the defaults in the

aggregate are material to the financial position of the issuer and its subsidiaries,

taken as a whole; and (j) In the case of an equity security, the price at which the security will be offered

to the public is not less than $5 per share. 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) A statement demonstrating eligibility for registration by filing; (b) The name, address and form of organization of the issuer; (c) With respect to a person on whose behalf a part of the offering is to be made

in a nonissuer distribution: (1) Name and address; (2) The amount of securities of the issuer held by the person as of the date of the

filing of the registration statement; and (3) A statement of the reasons for making the offering; (d) A description of the security being registered; and (e) A copy of the latest prospectus filed with the registration statement under and

satisfying the requirements of section 10 of the Securities Act of 1933. 4 3. If the information and records required to be filed by subsection 2 have been on

file with the Administrator for at least 5 business days, or any shorter period the

Administrator allows by regulation or order, and the applicable registration fee has

been paid before the effectiveness of the federal registration statement, a registration

statement under this section automatically becomes effective concurrently with the

effectiveness of the federal registration statement. If the federal statement becomes effective before the conditions in this section

are satisfied and they are not waived, the registration statement becomes effective

when the conditions are satisfied. The registrant shall promptly notify the Administrator by telephone or telegram

of the date and time when the federal registration statement became effective and

the content of the price amendment, if any, and shall file promptly a posteffective

amendment containing the information and records in the price amendment. The Administrator shall promptly acknowledge receipt of notification and effectiveness

of the registration statement as of the date and time the registration statement became

effective with the Securities and Exchange Commission. 1

15 USCA § 77a et seq. 2

15 USCA § 78l. 3

15 USCA §§ 78l to 78n. 4

15 USCA § 77j.