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                                           ENGROSSED HOUSE BILL NO. 1784

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State of Washington                              49th Legislature                              1986 Regular Session

 

By Representatives Day, Vander Stoep, Dellwo, van Dyke, Addison, Wineberry and Tanner

 

 

Read first time 1/23/86 and referred to Committee on Financial Institutions & Insurance.

 

 


AN ACT Relating to the registration of securities; amending RCW 21.20.280; and adding a new section to chapter 21.20 RCW.

 

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:

 

        Sec. 1.  Section 28, chapter 282, Laws of 1959 as last amended by section 17, chapter 68, Laws of 1979 ex. sess. and RCW 21.20.280 are each amended to read as follows:

          The director may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, any registration statement if the director finds that the order is in the public interest and that:

          (1) The registration statement as of its effective date or as of any earlier date in the case of an order denying effectiveness, is incomplete in any material respect or contains any statement which was, in the light of the circumstances under which it was made, false or misleading with respect to any material fact;

          (2) Any provision of this chapter or any rule, order, or condition lawfully imposed under this chapter has been wilfully violated, in connection with the offering by (a) the person filing the registration statement, (b) the issuer, any partner, officer, or director of the issuer, any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling or controlled by the issuer, but only if the person filing the registration statement is directly or indirectly controlled by or acting for the issuer, or (c) any underwriter;

          (3) The security registered or sought to be registered is the subject of a permanent or temporary injunction of any court of competent jurisdiction entered under any other federal or state act applicable to the offering; but (a) the director may not institute a proceeding against an effective registration statement under this clause more than one year from the date of the injunction relied on, and (b) the director may not enter an order under this clause on the basis of an injunction entered under any other state act unless that order or injunction was based on facts which would currently constitute a ground for a stop order under this section;

          (4) The issuer's enterprise or method of business includes or would include activities which are illegal where performed;

          (5) The offering has worked or tended to work a fraud upon purchasers or would so operate;

          (6) When a security is sought to be registered by coordination, there has been a failure to comply with the undertaking required by RCW 21.20.180(7), or

          (7) The applicant or registrant has failed to pay the proper registration fee; but the director may enter only a denial order under this subsection and shall vacate any such order when the deficiency has been corrected;

          (8) ((The offering has been or would be made with unreasonable amounts of underwriters' and sellers' discounts, commissions, or compensation or promoters' profits or participation, or unreasonable amounts or kinds of options.)) The applicant has not disclosed to the director and included in any prospectus or circular provided to prospective buyers the nature and amounts of all underwriters' and sellers' discounts, commissions, compensation, promoters' profits and participation, and options.  Such information must be disclosed in plain English and must be located or referenced on the first page of such prospectus or circular.

 

          NEW SECTION.  Sec. 2.  A new section is added to chapter 21.20 RCW to read as follows:

          The director may not establish regulations distinguishing cheap stock from other securities.  For the purposes of this section, "cheap stock" means any securities sold or issued within five years prior to the public offering date to persons for consideration lower than the proposed net public offering price, including options and warrants exercised, in the absence of a public market for the securities or substantial change in the earnings or financial position of the issuer.