Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-44A - Exempt transactions › Section 460-44A-500 - Preliminary notes

Current through Register Vol. 24-14, July 15, 2024
(1) The rules of
			 WAC 460-44A-501 through
			 460-44A-508 relate to
			 transactions exempted from the registration requirements of the Federal
			 Securities Act of 1933 that are also exempted or preempted from
			 RCW
			  21.20.140. WAC
			 460-44A-504 is an exemption from
			 registration for offerings exempted under Securities and Exchange Commission
			 Rule 504 or Rule 147. WAC
			 460-44A-505 is an exemption from
			 registration for offerings exempted under Securities and Exchange Commission
			 Rule 505. WAC
			 460-44A-506 establishes certain
			 conditions for offerings exempted under Securities and Exchange Commission Rule
			 506. Unless expressly provided otherwise, such transactions are not exempt from
			 anti-fraud, civil liability, or other provisions of the federal and state
			 securities laws. Issuers are reminded of their obligation to provide such
			 further material information, if any, as may be necessary to make the
			 information required under these rules, in light of the circumstances under
			 which it is furnished, not misleading.
(2) Attempted compliance with the exemption
			 of WAC 460-44A-504,
			 460-44A-505, or
			 460-44A-506 does not act as an
			 exclusive election; the issuer can also claim the availability of any other
			 applicable exemption.
(3) These
			 rules are available only to the issuer of the securities and not to any
			 affiliate of that issuer or to any other person for resale of the issuer's
			 securities. The rules provide an exemption only for the transactions in which
			 the securities are offered or sold by the issuer, not for the securities
			 themselves.
(4) In any proceeding
			 involving the rules in WAC
			 460-44A-501 through
			 460-44A-508, the burden of
			 proving the exemption, an exception from a definition or condition, or
			 preemption, is upon the person claiming it.
(5) For offerings commenced but not completed
			 prior to the amendment of WAC
			 460-44A-501 through
			 460-44A-508, issuers may opt to
			 follow the rules in effect at the date of filing notice of the
			 offering.
(6) Securities offered
			 and sold outside the United States in accordance with Securities and Exchange
			 Commission Regulation S need not be registered under
			 chapter
			 21.20 RCW. Regulation S
			 may be relied upon for such offers and sales even if coincident offers and
			 sales are made in accordance with Regulation D and WAC
			 460-44A-501 through
			 460-44A-508 inside the United
			 States. Thus, for example, persons who are offered and sold securities in
			 accordance with Regulation S would not be counted in the calculation of the
			 number of purchasers under Regulation D and WAC
			 460-44A-501 through
			 460-44A-508. Similarly proceeds
			 from such sales would not be included in the aggregate offering price. The
			 provisions of this subsection, however, do not apply if the issuer elects to
			 rely solely on Regulation D for offers or sales to persons made outside the
			 United States.
(7) These rules have
			 been amended in recognition of the amendment of Regulation D by the Securities
			 and Exchange Commission (SEC) to authorize the filing of Form D in electronic
			 format with the SEC through the Electronic Data Gathering, Analysis, and
			 Retrieval System (EDGAR) in accordance with EDGAR rules set forth in Regulation
			 S-T (  17 C.F.R. Part 232) as described in Securities and Exchange Commission
			 Securities Act Release No. 8891. WAC
			 460-44A-503(1)(b) authorizes an issuer to file a copy of the
			 notice of sales on Form D filed electronically or in paper format with the SEC
			 (17 C.F.R. 239.500) until an electronic filing system acceptable to the
			 administrator of securities of the department of financial institutions is
			 implemented that permits the electronic filing of Form D with the administrator
			 or his or her designee.
Statutory Authority:
				  RCW
				   21.20.450,
				  21.20.320(1), (9),
				  (17). 08-16-072, §
										460-44A-500, filed 7/31/08,
				  effective 9/15/08. Statutory Authority:
				  RCW
				   21.20.450,
				  21.20.320(9).
				  00-04-094, §
										460-44A-500, filed 2/2/00,
				  effective 3/4/00. Statutory Authority:
				  RCW
				   21.20.450,
				  21.20.320(9), 21.20.320(1) and
				  21.20.320(17).
				  98-11-014, §
										460-44A-500, filed 5/12/98,
				  effective 6/12/98. Statutory Authority:
				  RCW
				   21.20.450. 94-03-061, §
										460-44A-500, filed 1/14/94,
				  effective 2/14/94. Statutory Authority:
				  RCW
				   21.20.450,
				  21.20.320(1), (9) and
				  (17)  and
				  21.20.340(11).
				  90-09-059, §
										460-44A-500, filed 4/17/90,
				  effective 5/18/90. Statutory Authority:
				  RCW
				   21.20.320(1) and (16)  and
				  21.20.450. 89-17-076 (Order
				  SDO-122-89), §
										460-44A-500, filed 8/17/89,
				  effective 9/17/89; 88-15-024 (Order SDO-71-88), §
										460-44A-500, filed 7/12/88.
				  Statutory Authority:
				  RCW
				   21.20.320(1) and (17).
				  86-15-003 (Order SDO-80-86), §
										460-44A-500, filed 7/3/86.
				  Statutory Authority:
				  RCW
				   21.20.320(1) and
				  21.20.450. 82-21-031 (Order
				  SDO-98-82), §
										460-44A-500, filed
				  10/15/82.