8-1110 Securities exempt from registration. - Nebraska Statutes

8-1110. Securities exempt from registration.Sections 8-1104 to 8-1109 shall not apply to any of the following securities:(1) Any security, including a revenue obligation, issued or guaranteedby the State of Nebraska, any political subdivision, or any agency or corporateor other instrumentality thereof or any certificate of deposit for any ofthe foregoing;(2) Any security issued or guaranteed by Canada, any Canadian province,any political subdivision of any such province, any agency or corporate orother instrumentality of one or more of the foregoing, or any other foreigngovernment with which the United States currently maintains diplomatic relations,if the security is recognized as a valid obligation by the issuer or guarantor;(3) Any security issued or guaranteed by any federal credit union orany credit union or similar association organized and supervised under thelaws of this state;(4) Any security issued or guaranteed by any railroad, other commoncarrier, public utility, or holding company which is: (a) A registeredholding company under the Public Utility Holding Company Act of 1935 or asubsidiary of such a company within the meaning of that act; (b) regulatedin respect of its rates and charges by a governmental authority of the UnitedStates or any state or municipality; or (c) regulated in respect ofthe issuance or guarantee of the security by a governmental authority of theUnited States, any state, Canada, or any Canadian province;(5)(a) Any security listed on the Chicago Stock Exchange, the ChicagoBoard Options Exchange, Tier I of the Pacific Stock Exchange, Tier I of thePhiladelphia Stock Exchange, or any other stock exchange or market systemapproved by the director, if, in each case, quotations have been availableand public trading has taken place for such class of security prior to theoffer or sale of that security in reliance on the exemption; any other securityof the same issuer which is of senior or substantially equal rank; any securitycalled for by subscription rights or warrants so listed or approved; or anywarrant or right to purchase or subscribe to any of the foregoing or to anysecurity listed on the New York Stock Exchange, the American Stock Exchange,or the NASDAQ Global Market.(b) The issuer of any security which has been approved for listing ordesignation on notice of issuance on such exchanges or market systems, andfor which no quotations have been available and no public trading has takenplace for any of such issuer's securities, may rely upon the exemption statedin subdivision (5)(a) of this section, if a notice is filed with the director,together with a filing fee of two hundred dollars, prior to first use of adisclosure document covering such securities in this state, except that failureto file such notice in a timely manner may be cured by the director in hisor her discretion.(c) The director may adopt and promulgate rules and regulations which,after notice to such exchange or market system and an opportunity to be heard,remove any such exchange or market system from the exemption stated in subdivision(5)(a) of this section if the director finds that the listing requirementsor market surveillance of such exchange or market system is such that thecontinued availability of such exemption for such exchange or market systemis not in the public interest and that removal is necessary for the protectionof investors;(6) Any security which meets all of the following conditions:(a) The issuer is organized under the laws of the United States or astate or has appointed a duly authorized agent in the United States for serviceof process and has set forth the name and address of such agent in its prospectus;(b) A class of the issuer's securities is required to be and is registeredunder section 12 of the Securities Exchange Act of 1934 and has been so registeredfor the three years immediately preceding the offering date;(c) Neither the issuer nor a significant subsidiary has had a materialdefault during the last seven years, or during the issuer's existence if suchexistence is less than seven years, in the payment of (i) principal, interest,dividends, or sinking-fund installments on preferred stock or indebtednessfor borrowed money or (ii) rentals under leases with terms of three or moreyears;(d) The issuer has had consolidated net income, without taking intoaccount extraordinary items and the cumulative effect of accounting changes,of at least one million dollars in four of its last five fiscal years, includingits last fiscal year, and if the offering is of interest-bearing securitiesthe issuer has had for its last fiscal year net income before deduction forincome taxes and depreciation of at least one and one-half times the issuer'sannual interest expense, taking into account the proposed offering and theintended use of the proceeds. However, if the issuer of the securities isa finance company which has liquid assets of at least one hundred five percentof its liabilities, other than deferred income taxes, deferred investmenttax credit, capital stock, and surplus, at the end of its last five fiscalyears, the net income requirement before deduction for interest expense shallbe one and one-fourth times its annual interest expense. For purposes of thissubdivision: (i) Last fiscal year means the most recent year for which auditedfinancial statements are available, if such statements cover a fiscal periodending not more than fifteen months from the commencement of the offering;(ii) finance company means a company engaged primarily in the business ofwholesale, retail, installment, mortgage, commercial, industrial, or consumerfinancing, banking, or factoring; and (iii) liquid assets means (A) cash,(B) receivables payable on demand or not more than twelve months followingthe close of the company's last fiscal year less applicable reserves and unearnedincome, and (C) readily marketable securities less applicable reserves andunearned income;(e) If the offering is of stock or shares other than preferred stockor shares, such securities have voting rights which include (i) the rightto have at least as many votes per share and (ii) the right to vote on atleast as many general corporate decisions as each of the issuer's outstandingclasses of stock or shares, except as otherwise required by law; and(f) If the offering is of stock or shares other than preferred stockor shares, such securities are owned beneficially or of record on any datewithin six months prior to the commencement of the offering by at least onethousand two hundred persons, and on such date there are at least seven hundredfifty thousand such shares outstanding with an aggregate market value of atleast three million seven hundred fifty thousand dollars based on the averagebid price for such day. When determining the number of persons who are beneficialowners of the stock or shares of an issuer, for purposes of this subdivision,the issuer or broker-dealer may rely in good faith upon written informationfurnished by the record owners;(7) Any security issued or guaranteed as to both principal and interestby an international bank of which the United States is a member; or(8) Any security issued by any person organized and operated not forprivate profit but exclusively for religious, educational, benevolent, charitable,fraternal, social, athletic, or reformatory purposes, as a chamber of commerce,or as a trade or professional association. SourceLaws 1965, c. 549, § 10, p. 1785; Laws 1973, LB 167, § 5; Laws 1980, LB 912, § 1; Laws 1989, LB 391, § 1; Laws 1992, LB 758, § 1; Laws 1993, LB 216, § 6; Laws 1994, LB 942, § 1; Laws 1996, LB 1053, § 8; Laws 1997, LB 335, § 6; Laws 2001, LB 53, § 23; Laws 2003, LB 131, § 9; Laws 2009, LB113, § 1.