90.490 - Registration by qualification.
90.490 Registration by qualification.
1. A security may be registered by qualification.
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) With respect to the issuer and any significant subsidiary:
(1) Its name, address and form of organization;
(2) The state or foreign jurisdiction and date of its organization;
(3) The general character and location of its business;
(4) A description of its physical property and equipment; and
(5) A statement of the general competitive conditions in the industry or business in which it is or will be engaged;
(b) With respect to every director and officer of the issuer or person occupying a similar status or performing similar functions:
(1) Name, address and principal occupation for the last 5 years;
(2) The amount of securities of the issuer held by the person as of a specified date within 30 days before the filing of the registration statement;
(3) The amount of the securities covered by the registration statement to which the person has indicated an intention to subscribe; and
(4) A description of any material interest in any material transaction with the issuer or any significant subsidiary effected within the past 3 years or proposed to be effected;
(c) With respect to persons covered by paragraph (b), the compensation paid or given, directly or indirectly, during the last 12 months and estimated to be paid during the next 12 months by the issuer together with all predecessors, parents, subsidiaries and affiliates, to all those persons in the aggregate;
(d) With respect to any person owning of record, or beneficially if known, 10 percent or more of the outstanding shares of a class of equity security of the issuer, the information specified in paragraph (b) other than occupation;
(e) With respect to a promoter, if the issuer was organized within the last 3 years:
(1) The information specified in paragraph (b);
(2) The amount paid to the person within that period or intended to be paid; and
(3) The consideration for the payment;
(f) 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;
(3) A description of any material interest in any material transaction with the issuer or any significant subsidiary effected within the past 3 years or proposed to be effected; and
(4) A statement of the reasons for making the offering;
(g) 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 registered 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, for which the issuer or a subsidiary has issued its securities within the last 2 years or is obligated to issue its securities;
(h) The kind and amount of securities to be offered, the proposed offering price or the method by which it is to be computed, any variation therefrom at which a proportion of the offering is to be made to a person or class of persons other than the underwriters, with a specification of the person or class, the basis upon which the offering is to be made if otherwise than for cash, the estimated aggregate underwriting and selling discounts or commissions and finder’s fees, including separately cash, securities, contracts or anything else of value to accrue to the underwriters or finders in connection with the offering or, if the selling discounts or commissions are variable, the basis of determining them and their maximum and minimum amounts, the estimated amounts of other selling expenses, including legal, engineering and accounting charges, the name and address of every underwriter and every recipient of a finder’s fee, a copy of any underwriting or selling-group agreement pursuant to which the distribution is to be made, or the proposed form of the agreement whose terms have not yet been determined, and a description of the plan of distribution of securities that are to be offered otherwise than through an underwriter;
(i) The estimated cash proceeds to be received by the issuer from the offering, the purposes for which the proceeds are to be used by the issuer, the amount to be used for each purpose, the order of priority in which the proceeds will be used for the purposes stated, the amounts of funds to be raised from other sources to achieve the purposes stated, the sources of the funds, and, if part of the proceeds is to be used to acquire property, including goodwill, otherwise than in the ordinary course of business, the names and addresses of the vendors, the purchase price, the names of the persons who have received commissions in connection with the acquisition and the amounts of commissions and any other expense in connection with the acquisition, including the cost of borrowing money to finance the acquisition;
(j) A description of the stock options or other security options outstanding or to be created in connection with the offering and the amount of the options held or to be held by every person required to be named in paragraph (b), (d), (e), (f) or (h) and by a person who holds or will hold 10 percent or more in the aggregate of the options;
(k) The dates of, parties to and general effect, concisely stated, of every management or other material contract made or to be made otherwise than in the ordinary course of business if it is to be performed in whole or in part at or after the filing of the registration statement or was made within the last 2 years, and a copy of the contract;
(l) A description of any pending litigation or proceedings to which the issuer is a party and that materially affect its business or assets, including any litigation or proceeding known to be contemplated by a governmental authority;
(m) A copy of any prospectus, pamphlet, circular, form letter, advertisement or other sales literature intended as of the effective date to be used in connection with the offering;
(n) A copy, specimen or description of the security being registered, a copy of the issuer’s articles of incorporation and bylaws or their substantial equivalents, as currently in effect, and a copy of any indenture or other instrument covering the security to be registered;
(o) A signed or conformed copy of an opinion of counsel as to the legality of the security being registered, with an English translation if it is in a foreign language, which states whether the security when sold will be legally issued, fully paid and nonassessable and, if a debt security, a binding obligation of the issuer;
(p) The written consent of an accountant, engineer, appraiser or other person whose profession gives authority to a statement made by the person, if the person is named as having prepared or certified a report or valuation, other than a public and official record or statement, which is used in connection with the registration statement;
(q) A statement of financial condition of the issuer as of a date within 4 months before the filing of the registration statement, a statement of results of operations and analysis of surplus for each of the 3 fiscal years preceding the date of the statement of financial condition and for any period between the close of the last fiscal year and the date of the statement of financial condition, or for the period of the issuer’s and any predecessors’ existence if less than 3 years, and, if part of the proceeds of the offering is to be applied to the purchase of a business, the same financial statements which would be required if that business were the registrant; and
(r) Any additional information the Administrator by regulation or order specifies.
3. A statement under this section becomes effective 30 calendar days, or any shorter period as the Administrator by regulation or order specifies, after the date the registration statement or the last amendment other than a price amendment is filed, if:
(a) No order is in effect and no proceeding is pending under NRS 90.510;
(b) The Administrator has not, under subsection 4, ordered that effectiveness be delayed; and
(c) The registrant has not requested that effectiveness be delayed.
4. The Administrator may delay effectiveness for a single period of not more than 90 days if the Administrator determines the registration statement is not complete in all material respects and promptly notifies the registrant of that determination. The Administrator may delay effectiveness for a single period of not more than 30 days if the Administrator determines that the delay is necessary, whether or not the Administrator previously delayed effectiveness under this subsection.
(Added to NRS by 1987, 2164; A 1989, 160; 2003, 3166)