WSR 06-23-161

PROPOSED RULES

DEPARTMENT OF

FINANCIAL INSTITUTIONS

[ Filed November 22, 2006, 9:44 a.m. ]

Original Notice.

Preproposal statement of inquiry was filed as WSR 06-19-019.

Title of Rule and Other Identifying Information: The securities division proposes to amend the multijurisdictional disclosure system (MJDS) rules contained in chapter 460-11A WAC which provide for a streamlined registration process for securities offerings of certain Canadian issuers.

Hearing Location(s): Department of Financial Institutions, 150 Israel Road S.W., Room 220, Tumwater, WA 98501, on December 27, 2006, at 1:00 p.m.

Date of Intended Adoption: December 28, 2006.

Submit Written Comments to: Faith L. Anderson, Associate General Counsel, Department of Financial Institutions, Securities Division, P.O. Box 9033, Olympia, WA 98507-9033, e-mail fanderson@dfi.wa.gov, fax (360) 725-7825, by December 26, 2006.

Assistance for Persons with Disabilities: Contact Kelli Skeels, P.O. Box 9033, Olympia, WA 98507-9033, by December 19, 2006, TTY (360) 664-8126 or (360) 902-8774.

Purpose of the Proposal and Its Anticipated Effects, Including Any Changes in Existing Rules: The rules contained in chapter 460-11A WAC were adopted by the securities division in 1991. The NASAA model rules on which these rules are based were updated in 2005. These rules promote uniformity with respect to securities offerings by Canadian issuers, which furthers the uniformity goals of RCW 21.20.450. The securities division proposes to amend these rules to maintain their uniformity in light of the 2005 amendments to the NASAA model rule.

The amendments proposed would:

1. Revise WAC 460-11A-020 to reduce the period of time a registration statement must be on file before it becomes effective from seven full business days to three days for a multijurisdictional offering; and

2. Create a new exemption from securities registration to be codified as WAC 460-11A-050 that would exempt a nonissuer transaction in any class of the issuer's securities, whether or not the transaction is effected through a broker-dealer, after the issuer's multijurisdictional securities offering has been declared effective by the Securities and Exchange Commission.

The text of chapter 460-11A WAC marked to show the proposed amendments is filed with this notice.

Reasons Supporting Proposal: These rules should be amended as proposed to maintain their uniformity with those of Canadian regulators and other states.

Statutory Authority for Adoption: RCW 21.20.450, [21.20].240.

Statute Being Implemented: Chapter 21.20 RCW.

Rule is not necessitated by federal law, federal or state court decision.

Name of Proponent: Department of financial institutions, securities division, governmental.

Name of Agency Personnel Responsible for Drafting: Faith L. Anderson, 150 Israel Road S.W., Olympia, WA 98501, (360) 725-7825; Implementation: Scott Jarvis, 150 Israel Road S.W., Olympia, WA 98501, (360) 902-8700; and Enforcement: Michael E. Stevenson, 150 Israel Road S.W., Olympia, WA 98501, (360) 902-8760.

No small business economic impact statement has been prepared under chapter 19.85 RCW. If any costs are borne by businesses in connection with the proposed rules, these costs will be no more than minor. As such, the agency is not required to prepare a small business economic impact statement under RCW 19.85.030.

A cost-benefit analysis is not required under RCW 34.05.328. The department of financial institutions is not one of the agencies listed in RCW 34.05.328.

November 21, 2006

Scott Jarvis

Director

OTS-9392.1


AMENDATORY SECTION(Amending WSR 91-18-014, filed 8/26/91, effective 9/26/91)

WAC 460-11A-020   Time for taking effect of multijurisdictional registration statement.   The period of time under RCW 21.20.190(2) a registration statement must be on file before it becomes automatically effective shall be reduced from ten full business days to ((seven full business)) three days for a multijurisdictional offering.

[Statutory Authority: RCW 21.20.450 and 21.20.240. 91-18-014, 460-11A-020, filed 8/26/91, effective 9/26/91.]


NEW SECTION
WAC 460-11A-050   Exemption for secondary trading of certain multijurisdictional registered securities.   After a multijurisdictional offering has been declared effective by the SEC, a nonissuer transaction in any class of the issuer's securities is exempt from registration, whether or not the transaction is effected through a broker-dealer.

[]

Washington State Code Reviser's Office