EXPLANATION – Matter in bolded italics is new; matter between brackets [omitted material] is material to be omitted. Green numbers along left margin indicate location on the printed bill (e.g., 5-15 indicates page 5, line 15).

1-1 Section 1. NRS 90.372 is hereby amended to read as follows:

1-2 90.372 1. The administrator shall grant to a bona fide officer or

1-12 from registration by regulation of the administrator;

2-1 (b) The officer or director does not receive a commission or other

2-2 compensation for the sale of the issuer’s securities; and

2-3 (c) The officer or director files with the administrator an affidavit which

2-4 states that he:

2-5 (1) Is an officer or director of the issuer;

2-6 (2) Will not be receiving a commission or other compensation for the

2-7 sale of the issuer’s securities;

2-8 (3) Understands that the waiver applies only to the sale of the issuer’s

2-9 securities; and

2-10 (4) Agrees to provide to prospective purchasers of the issuer’s

2-11 securities such pamphlets, circulars, literature or other information as may

2-12 be required by regulation or order of the administrator.

2-13 2. If the officer or director sells or offers to sell any securities other

2-14 than the securities of the issuer, he must pass the examination for licensure

2-15 as a sales representative or broker-dealer unless the examination is

2-16 otherwise waived by the administrator pursuant to NRS 90.370.

2-17 Sec. 2. NRS 90.530 is hereby amended to read as follows:

2-18 90.530 The following transactions are exempt from NRS 90.460 and

3-1 (c) At the time of the transaction, a recognized securities manual

3-2 designated by the administrator by regulation or order contains the names

3-3 of the issuer’s officers and directors, a statement of the financial condition

3-4 of the issuer as of a date within the preceding 18 months, and a statement

3-5 of income or operations for each of the last 2 years next preceding the date

3-6 of the statement of financial condition, or for the period as of the date of

3-7 the statement of financial condition if the period of existence is less than 2

3-8 years;

3-9 (d) The issuer of the security has not undergone a major reorganization,

3-10 merger or acquisition within the preceding 30 days which is not reflected

3-11 in the information contained in the manual; and

3-12 (e) At the time of the transaction, the issuer of the security has a class of

3-13 equity security listed on the New York Stock Exchange, American Stock

3-14 Exchange or other exchange designated by the administrator, or on the

3-15 National Market System of the National Association of Securities Dealers

3-16 Automated Quotation System. The requirements of this paragraph do not

3-17 apply if:

3-18 (1) The security has been outstanding for at least 180 days;

3-19 (2) The issuer of the security is actually engaged in business and is

3-20 not developing his business, in bankruptcy or in receivership; and

3-21 (3) The issuer of the security has been in continuous operation for at

3-22 least 5 years.

3-23 4. A nonissuer transaction in a security that has a fixed maturity or a

3-24 fixed interest or dividend provision if there has been no default during the

3-25 current fiscal year or within the 3 preceding years, or during the existence

3-26 of the issuer, and any predecessors if less than 3 years, in the payment of

3-27 principal, interest or dividends on the security.

3-28 5. A nonissuer transaction effected by or through a registered broker-

3-29 dealer pursuant to an unsolicited order or offer to purchase.

3-30 6. A transaction between the issuer or other person on whose behalf

3-31 the offering of a security is made and an underwriter, or a transaction

3-32 among underwriters.

3-33 7. A transaction in a bond or other evidence of indebtedness secured

3-34 by a real estate mortgage, deed of trust, personal property security

3-35 agreement, or by an agreement for the sale of real estate or personal

3-36 property, if the entire mortgage, deed of trust or agreement, together with

3-37 all the bonds or other evidences of indebtedness secured thereby, is offered

3-38 and sold as a unit.

3-39 8. A transaction by an executor, administrator, sheriff, marshal,

3-40 receiver, trustee in bankruptcy, guardian or conservator.

3-41 9. A transaction executed by a bona fide secured party without the

3-42 purpose of evading this chapter.

4-1 10. An offer to sell or sale of a security to a financial or institutional

4-2 investor or to a broker-dealer.

4-3 11. Except as otherwise provided in this subsection, a transaction

4-4 pursuant to an offer to sell securities of an issuer if:

4-5 (a) The transaction is part of an issue in which there are no more than

4-6 25 purchasers in this state, other than those designated in subsection 10,

4-7 during any 12 consecutive months;

4-8 (b) No general solicitation or general advertising is used in connection

4-9 with the offer to sell or sale of the securities;

4-10 (c) No commission or other similar compensation is paid or given,

4-11 directly or indirectly, to a person, other than a broker-dealer licensed or not

4-12 required to be licensed under this chapter, for soliciting a prospective

4-13 purchaser in this state; and

4-14 (d) One of the following conditions is satisfied:

4-15 (1) The seller reasonably believes that all the purchasers in this state,

4-16 other than those designated in subsection 10, are purchasing for

4-17 investment; or

4-18 (2) Immediately before and immediately after the transaction, the

4-19 issuer reasonably believes that the securities of the issuer are held by 50 or

4-20 fewer beneficial owners, other than those designated in subsection 10, and

4-21 the transaction is part of an aggregate offering that does not exceed

4-22 $500,000 during any 12 consecutive months.

4-23 The administrator by rule or order as to a security or transaction or a type

4-24 of security or transaction, may withdraw or further condition the

4-25 exemption set forth in this subsection or waive one or more of the

4-26 conditions of the exemption.

4-27 12. An offer to sell or sale of a preorganization certificate or

4-28 subscription if:

4-29 (a) No commission or other similar compensation is paid or given,

4-30 directly or indirectly, for soliciting a prospective subscriber;

4-31 (b) No public advertising or general solicitation is used in connection

4-32 with the offer to sell or sale;

4-33 (c) The number of offers does not exceed 50;

4-34 (d) The number of subscribers does not exceed 10; and

4-35 (e) No payment is made by a subscriber.

4-36 13. An offer to sell or sale of a preorganization certificate or

4-37 subscription issued in connection with the organization of a depository

4-38 institution if that organization is under the supervision of an official or

4-39 agency of a state or of the United States which has and exercises the

4-40 authority to regulate and supervise the organization of the depository

4-41 institution. For the purpose of this subsection, ["supervision of the

4-42 organization by] "under the supervision of an official or agency" means

4-43 that the official or agency by law has authority to require disclosures to

5-1 prospective investors similar to those required under NRS 90.490,

5-2 impound proceeds from the sale of a preorganization certificate or

5-3 subscription until organization of the depository institution is completed,

5-4 and require refund to investors if the depository institution does not obtain

5-5 a grant of authority from the appropriate official or agency.

5-6 14. A transaction pursuant to an offer to sell to existing security

5-7 holders of the issuer, including persons who at the time of the transaction

5-8 are holders of transferable warrants exercisable within not more than 90

5-9 days after their issuance, convertible securities or nontransferable warrants,

5-10 if:

5-11 (a) No commission or other similar compensation , other than a standby

5-12 commission, is paid or given, directly or indirectly, for soliciting a security

5-13 holder in this state; or

5-14 (b) The issuer first files a notice specifying the terms of the offer to sell,

5-15 together with a nonrefundable fee of $150, and the administrator does not

5-16 by order disallow the exemption within the next 5 full business days.

5-17 15. A transaction involving an offer to sell, but not a sale, of a security

5-18 not exempt from registration under the Securities Act of 1933 if:

5-19 (a) A registration or offering statement or similar document as required

5-20 under the Securities Act of 1933 has been filed, but is not effective;

5-21 (b) A registration statement, if required, has been filed under this

5-22 chapter, but is not effective; and

5-23 (c) No order denying, suspending or revoking the effectiveness of

5-24 registration, of which the offeror is aware, has been entered by the

5-25 administrator or the Securities and Exchange Commission, and no

5-26 examination or public proceeding that may culminate in that kind of order

5-27 is known by the offeror to be pending.

5-28 16. A transaction involving an offer to sell, but not a sale, of a security

5-29 exempt from registration under the Securities Act of 1933 if:

5-30 (a) A registration statement has been filed under this chapter, but is not

5-31 effective; and

5-32 (b) No order denying, suspending or revoking the effectiveness of

5-33 registration, of which the offeror is aware, has been entered by the

5-34 administrator and no examination or public proceeding that may culminate

5-35 in that kind of order is known by the offeror to be pending.

5-36 17. A transaction involving the distribution of the securities of an

5-37 issuer to the security holders of another person in connection with a

5-38 merger, consolidation, exchange of securities, sale of assets or other

5-39 reorganization to which the issuer, or its parent or subsidiary, and the other

5-40 person, or its parent or subsidiary, are parties, if:

5-41 (a) The securities to be distributed are registered under the Securities

5-42 Act of 1933 before the consummation of the transaction; or

6-1 (b) The securities to be distributed are not required to be registered

6-2 under the Securities Act of 1933, written notice of the transaction and a

6-3 copy of the materials, if any, by which approval of the transaction will be

6-4 solicited, together with a nonrefundable fee of $150, are given to the

6-5 administrator at least 10 days before the consummation of the transaction

6-6 and the administrator does not, by order, disallow the exemption within the

6-7 next 10 days.

6-8 18. A transaction involving the offer to sell or sale of one or more

6-9 promissory notes each of which is directly secured by a first lien on a

6-10 single parcel of real estate, or a transaction involving the offer to sell or

6-11 sale of participation interests in the notes if the notes and participation

6-12 interests are originated by a depository institution and are offered and sold

6-13 subject to the following conditions:

6-14 (a) The minimum aggregate sales price paid by each purchaser may not

6-15 be less than $250,000;

6-16 (b) Each purchaser must pay cash either at the time of the sale or within

6-17 60 days after the sale; and

6-18 (c) Each purchaser may buy for his own account only.

6-19 19. A transaction involving the offer to sell or sale of one or more

6-20 promissory notes directly secured by a first lien on a single parcel of real

6-21 estate or participating interests in the notes, if the notes and interests are

6-22 originated by a mortgagee approved by the Secretary of Housing and

6-23 Urban Development under sections 203 and 211 of the National Housing

6-24 Act and are offered or sold, subject to the conditions specified in

6-25 subsection 18, to a depository institution or insurance company, the

6-26 Federal Home Loan Mortgage Corporation, the Federal National Mortgage

6-27 Association or the Government National Mortgage Association.

6-28 20. A transaction between any of the persons described in subsection

6-29 19 involving a nonassignable contract to buy or sell the securities

6-30 described in subsection 18 if the contract is to be completed within 2 years

6-31 and if:

6-32 (a) The seller of the securities pursuant to the contract is one of the

6-33 parties described in subsection 18 or 19 who may originate securities;

6-34 (b) The purchaser of securities pursuant to a contract is any other person

6-35 described in subsection 19; and

6-36 (c) The conditions described in subsection 18 are fulfilled.

6-37 [21. A transaction involving one or more promissory notes secured by

6-38 a lien on real estate, or participating interests in those notes, by a mortgage

6-39 company licensed pursuant to chapter 645B of NRS to engage in those

6-40 transactions.]

6-41 Sec. 3. NRS 90.540 is hereby amended to read as follows:

6-42 90.540 The administrator by regulation or order may:

7-1 1. Exempt from NRS 90.460 and 90.560 a transaction involving one

7-2 or more promissory notes secured by a lien on real estate, or

7-3 participating interests in those notes, by a mortgage company licensed

7-4 pursuant to chapter 645B of NRS to engage in such a transaction, if the

7-5 transaction complies with:

7-6 (a) The provisions of Regulation D of the Securities and Exchange

7-7 Commission, 17 C.F.R. §§ 230.501 to 230.508, inclusive, except for the

7-8 provisions of 17 C.F.R. § 230.504 and any provision of 17 C.F.R. §

7-9 230.507 or § 230.508 that the administrator waives by regulation; and

7-10 (b) Any other requirements imposed by the administrator by

7-11 regulation or order.

7-12 2. Exempt any other security or transaction or class of securities or

7-13 transactions from NRS 90.460 and 90.560.

7-14 [2.] 3. Adopt a transactional exemption for limited offerings that will

7-15 further the objectives of compatibility with the exemptions from securities

7-16 registration authorized by the Securities Act of 1933 and uniformity among

7-17 the states.

7-18 [3.] 4. Require the filing of a notice and the payment of a fee not

7-19 greater than $250 for an exemption adopted pursuant to this section.

7-20 Sec. 4. This act becomes effective on July 1, 1999.