WSR 14-11-026

[Filed May 13, 2014, 9:57 a.m.]

As a result of a change in federal law in May 2007 regarding the types of securities that qualify as covered securities under Section 18 (b)(1) of the Securities Act of 1933, the majority of registrations of offerings using Securities and Exchange Commission Form S-3 ("S-3 filings") are no longer required to be registered at the state level. Those S-3 filings that require registration at the state level are subject to relatively low eligibility standards. Based on our review of the three S-3 filings received since the May 2007 change in law, we have determined that full review is appropriate in the interest of investor protection. For example, these offerings provided minimal disclosure to investors, lacked independent directors, and had significant financial concerns.

For these reasons, the department of financial institutions hereby repeals Securities Act Policy Statement No. 4 – Registrations on Form S-3.

Please contact Dan Matthews by phone (360) 902-8785, fax (360) 704-6496, or e-mail dmatthews@dfi.wa.gov with questions.

Scott Jarvis

Director