4 NSMIA replaced the pre-existing Section 18 of the Securities Act that preserved the jurisdiction of the states with a new Section 18 that preempts most state authority to regulate many securities offerings. With respect to "covered securities," the states are prohibited from requiring registration or qualification, from imposing any conditions on the use of any offering document prepared by the issuer, or engaging in any merit regulation.

5 NSMIA preempts state registration requirements with respect to certain transactions exempt under the Securities Act, including (i) transactions exempt under Section 4(1) [15 U.S.C.§77d(3)(1994] (i.e., by persons other than an issuer, underwriter or dealer) and Section 4(3)(i.e., dealer transactions) [15 U.S.C. § 77 d(3)(1994)] in securities of reporting issuers; (ii) transactions exempt under Section 4(4) [15 U.S.C. §77 d(4) (1994)] (i.e., brokers' transaction); (iii) transactions in securities exempt under Section 3(a) [15 U.S.C. §77 c(a)(1994)], except for securities of religious or charitable organizations, securities issued in intrastate offerings, and municipal securities insofar as they are offered in the state in which the issuer of such security is located; and (iv) private placements pursuant to rules issued under Section 4(2) [15 U.S.C. §77d (2)(1994)] (i.e., transactions exempt under Rule 506 of Regulation D [17 C.F.R. § 230.506 (1996)].

6 NSMIA preserves the authority of the states to require notice filings and fees with respect to filings (except for those relating to listed securities), and to suspend the offer and sale of securities within a state as a result of the failure to submit a required filing or fee. 15 U.S.C. 77r (c)(2)(1997).

7 17 C.F.R. § 230.504 (1996).

8 17 C.F.R. § 230.505 (1996).