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85-7 Changes to Georgia Blue Sky Registration Requirements for NASDAQ Companies

TO: NASD Members and NASDAQ Issuers

On January 1, 1985, an order from the State of Georgia became effective which exempts NASDAQ National Market System securities from registration or qualification for sale under Georgia blue sky laws. This action grants NASDAQ National Market System securities parity with securities listed on the New York and American Stock Exchanges. In addition, for NASDAQ companies or companies making application for NASDAQ, which are not National Market System securities, the NASD will receive and process registration forms and collect and distribute registration fees on behalf of Georgia for offerings filed with the SEC in much the same way the NASD processes the registration of registered persons on the NASAA/NASD Central Registration Depository. Filings should not be sent to the State of Georgia.

A NASDAQ company seeking to file pursuant to O.C.G.A. ¶ 10-5-9(5) and Rules and Regulations of the State of Georgia 590-4-5.02 may do so by making a single filing with the Corporate Financing Department of the NASD at 1735 K Street, N.W., Washington, D. C. 20006. Filings should be made simultaneous with filings required by the NASD's Corporate Financing Interpretation. Required documents for coordinated filings include:

(1) a single copy of the initial registration statement;
(2) fully executed Uniform Forms U-l, U-2 and U-2A; and
(3) a single check combining Georgia's non-refundable filing fee of $250 with the appropriate NASD fee.

With respect to required documents for NASD review, see NASD Corporate Financing Interpretation under Article III, Section 1 of the Rules of Fair Practice.

Following the filing of necessary documents with the NASD, a certificate of compliance will be issued by the Commissioner of Securities of the State of Georgia. Renewals will continue to be filed with the Georgia Commissioner of Securities.

All questions and inquires with respect to this notice should be made to either James Gullion of the Georgia Securities Division at (404) 656-2894 or Harry E. Tutwiler of the NASD at (202) 728-8258.

Sincerely,

Gordon S. Macklin
President
National Association of Securities Dealers, Inc.

H. Wayne Howell, Director
Securities Division,
State of Georgia


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