(a) The following transactions are exempt from the
requirements of W.S. 17-4-301 through 17-4-306 and 17-4-504:
(i) An isolated nonissuer transaction, whether
effected by or through a broker-dealer or not;
(ii) A nonissuer transaction by or through a
broker-dealer registered, or exempt from registration under this
act, and a resale transaction by a sponsor of a unit investment
trust registered under the Investment Company Act of 1940, in a
security of a class that has been outstanding in the hands of
the public for at least ninety (90) days, if, at the date of the
transaction:
(A) The issuer of the security is engaged in
business, the issuer is not in the organizational stage or in
bankruptcy or receivership, and the issuer is not a blank check,
blind pool, or shell company that has no specific business plan
or purpose or has indicated that its primary business plan is to
engage in a merger or combination of the business with, or an
acquisition of, an unidentified person;
(B) The security is sold at a price reasonably
related to its current market price;
(C) The security does not constitute the whole
or part of an unsold allotment to, or a subscription or
participation by, the broker-dealer as an underwriter of the
security or a redistribution;
(D) A nationally recognized securities manual or
its electronic equivalent designated by rule adopted or order
issued under this act or a record filed with the securities and
exchange commission that is publicly available and contains:
(I) A description of the business and
operations of the issuer; and
(II) The names of the issuer's executive
officers and the names of the issuer's directors, if any; and
(III) An audited balance sheet of the
issuer as of a date within eighteen (18) months before the date
of the transaction or, in the case of a reorganization or merger
when the parties to the reorganization or merger each had an
audited balance sheet, a pro forma balance sheet for the
combined organization; and
(IV) An audited income statement for each
of the issuer's two (2) immediately previous fiscal years or for
the period of existence of the issuer, whichever is shorter, or,
in the case of a reorganization or merger when each party to the
reorganization or merger had audited income statements, a pro
forma income statement.
(E) Any one (1) of the following requirements is
met:
(I) The issuer of the security has a class
of equity securities listed on a national securities exchange
registered under section 6 of the Securities Exchange Act of
1934 or designated for trading on the national association of
securities dealers automated quotation system;
(II) The issuer of the security is a unit
investment trust registered under the Investment Company Act of
1940;
(III) The issuer of the security, including
its predecessors, has been engaged in continuous business for at
least three (3) years; or
(IV) The issuer of the security has total
assets of at least two million dollars ($2,000,000.00) based on
an audited balance sheet as of a date within eighteen (18)
months before the date of the transaction or, in the case of a
reorganization or merger when the parties to the reorganization
or merger each had such an audited balance sheet, a pro forma
balance sheet for the combined organization.
(iii) A nonissuer transaction by or through a
broker-dealer registered or exempt from registration under this
act in a security of a foreign issuer that is a margin security
defined in regulations or rules adopted by the board of
governors of the federal reserve system;
(iv) A nonissuer transaction by or through a
broker-dealer registered or exempt from registration under this
act in an outstanding security if the guarantor of the security
files reports with the securities and exchange commission under
the reporting requirements of section 13 or 15(d) of the
Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));
(v) A nonissuer transaction by or through a
broker-dealer registered or exempt from registration under this
act in a security that:
(A) Is rated at the time of the transaction by a
nationally recognized statistical rating organization in one (1)
of its four (4) highest rating categories; or
(B) Has a fixed maturity or a fixed interest or
dividend, if:
(I) A default has not occurred during the
current fiscal year or within the three (3) previous fiscal
years or during the existence of the issuer and any predecessor
if less than three (3) fiscal years, in the payment of
principal, interest, or dividends on the security; and
(II) The issuer is engaged in business, is
not in the organizational stage or in bankruptcy or
receivership, and is not and has not been within the previous
twelve (12) months a blank check, blind pool, or shell company
that has no specific business plan or purpose or has indicated
that its primary business plan is to engage in a merger or
combination of the business with, or an acquisition of, an
unidentified person.
(vi) A nonissuer transaction by or through a
broker-dealer registered or exempt from registration under this
act effecting an unsolicited order or offer to purchase;
(vii) A nonissuer transaction executed by a bona fide
pledgee without the purpose of evading this act;
(viii) A nonissuer transaction by a federal covered
investment adviser with investments under management in excess
of one hundred million dollars ($100,000,000.00) acting in the
exercise of discretionary authority in a signed record for the
account of others;
(ix) A transaction in a security, whether or not the
security or transaction is otherwise exempt, in exchange for one
(1) or more bona fide outstanding securities, claims, or
property interests, or partly in such exchange and partly for
cash, if the terms and conditions of the issuance and exchange
or the delivery and exchange and the fairness of the terms and
conditions have been approved by the secretary of state after a
hearing;
(x) A transaction between the issuer or other person
on whose behalf the offering is made and an underwriter, or
among underwriters;
(xi) A transaction in a note, bond, debenture, or
other evidence of indebtedness secured by a mortgage or other
security agreement if:
(A) The note, bond, debenture, or other evidence
of indebtedness is offered and sold with the mortgage or other
security agreement as a unit;
(B) A general solicitation or general
advertisement of the transaction is not made; and
(C) A commission or other remuneration is not
paid or given, directly or indirectly, to a person not
registered under this act as a broker-dealer or as an agent.
(xii) A transaction by an executor, administrator of
an estate, sheriff, marshal, receiver, trustee in bankruptcy,
guardian, or conservator;
(xiii) A sale or offer to sell to:
(A) An institutional investor;
(B) A federal covered investment adviser; or
(C) Any other person exempted by rule adopted or
order issued under this act.
(xiv) A sale or an offer to sell securities of an
issuer, if the transaction is part of a single issue in which:
(A) Not more than twenty-five (25) purchasers
are present in this state during any twelve (12) consecutive
months, other than those designated in paragraph (xiii) of this
subsection;
(B) A general solicitation or general
advertising is not made in connection with the offer to sell or
sale of the securities;
(C) A commission or other remuneration is not
paid or given, directly or indirectly, to a person other than a
broker-dealer registered under this act or an agent registered
under this act for soliciting a prospective purchaser in this
state; and
(D) The issuer reasonably believes that all the
purchasers in this state, other than those designated in
paragraph (xiii) of this subsection, are purchasing for
investment.
(xv) A transaction under an offer to existing
security holders of the issuer, including persons that at the
date of the transaction are holders of convertible securities,
options, or warrants, if a commission or other remuneration,
other than a standby commission, is not paid or given, directly
or indirectly, for soliciting a security holder in this state;
(xvi) An offer to sell, but not a sale, of a security
not exempt from registration under the Securities Act of 1933
if:
(A) A registration or offering statement or
similar record as required under the Securities Act of 1933 has
been filed, but is not effective, or the offer is made in
compliance with rule 165 adopted under the Securities Act of
1933 (17 C.F.R. 230.165); and
(B) A stop order of which the offeror is aware
has not been issued against the offeror by the secretary of
state or the securities and exchange commission, and an audit,
inspection, or proceeding that is public and that may culminate
in a stop order is not known by the offeror to be pending.
(xvii) An offer to sell, but not a sale, of a
security exempt from registration under the Securities Act of
1933 if:
(A) A registration statement has been filed
under this act, but is not effective;
(B) a solicitation of interest is provided in a
record to offerees in compliance with a rule adopted by the
secretary of state under this act; and
(C) A stop order of which the offeror is aware
has not been issued by the secretary of state under this act and
an audit, inspection, or proceeding that may culminate in a stop
order is not known by the offeror to be pending.
(xviii) A transaction involving the distribution of
the securities of an issuer to the security holders of another
person in connection with a merger, consolidation, exchange of
securities, sale of assets, or other reorganization to which the
issuer, or its parent or subsidiary and the other person, or its
parent or subsidiary, are parties;
(xix) A rescission offer, sale, or purchase under
W.S. 17-4-510;
(xx) An offer or sale of a security to a person not a
resident of this state and not present in this state if the
offer or sale does not constitute a violation of the laws of the
state or foreign jurisdiction in which the offeree or purchaser
is present and is not part of an unlawful plan or scheme to
evade this act;
(xxi) Employees' stock purchase, savings, option,
profit-sharing, pension, or similar employees' benefit plan,
including any securities, plan interests, and guarantees issued
under a compensatory benefit plan or compensation contract,
contained in a record, established by the issuer, its parents,
its majority-owned subsidiaries, or the majority-owned
subsidiaries of the issuer's parent for the participation of
their employees including offers or sales of such securities to:
(A) Directors; general partners; trustees, if
the issuer is a business trust; officers; consultants; and
advisers;
(B) Family members who acquire such securities
from those persons through gifts or domestic relations orders;
(C) Former employees, directors, general
partners, trustees, officers, consultants, and advisers if those
individuals were employed by or providing services to the issuer
when the securities were offered; and
(D) Insurance agents who are exclusive insurance
agents of the issuer, or the issuer's subsidiaries or parents,
or who derive more than fifty percent (50%) of their annual
income from those organizations.
(xxii) A transaction involving:
(A) A stock dividend or equivalent equity
distribution, whether the corporation or other business
organization distributing the dividend or equivalent equity
distribution is the issuer or not, if nothing of value is given
by stockholders or other equity holders for the dividend or
equivalent equity distribution other than the surrender of a
right to a cash or property dividend if each stockholder or
other equity holder may elect to take the dividend or equivalent
equity distribution in cash, property, or stock;
(B) An act incident to a judicially approved
reorganization in which a security is issued in exchange for one
(1) or more outstanding securities, claims, or property
interests, or partly in such exchange and partly for cash; or
(C) The solicitation of tenders of securities by
an offeror in a tender offer in compliance with rule 162 adopted
under the Securities Act of 1933 (17 C.F.R. 230.162).
(xxiii) A nonissuer transaction in an outstanding
security by or through a broker-dealer registered or exempt from
registration under this act, if the issuer is a reporting issuer
in a foreign jurisdiction designated by this paragraph or by
rule adopted or order issued under this act; has been subject to
continuous reporting requirements in the foreign jurisdiction
for not less than one hundred eighty (180) days before the
transaction; and the security is listed on the foreign
jurisdiction's securities exchange that has been designated by
this paragraph or by rule adopted or order issued under this
act, or is a security of the same issuer that is of senior or
substantially equal rank to the listed security or is a warrant
or right to purchase or subscribe to any of the foregoing. For
purposes of this paragraph, Canada, together with its provinces
and territories, is a designated foreign jurisdiction and the
Toronto Stock Exchange, Inc., is a designated securities
exchange. After an administrative hearing in compliance with the
Wyoming Administrative Procedure Act, the secretary of state, by
rule adopted or order issued under this act, may revoke the
designation of a securities exchange under this paragraph, if
the secretary of state finds that revocation is necessary or
appropriate in the public interest and for the protection of
investors.