Code of Massachusetts Regulations › 205 CMR - MASSACHUSETTS GAMING COMMISSION › Title 205 CMR 111.00 - Phase 1 Application Requirements › Section 111.02 - Business Entity Disclosure Form - Category 1 and Category 2 Entity Applicants and Holding/ Intermediary Companies

Current through Register 1525, July 5, 2024
(1) A BED
			 shall be in the format prescribed by the commission and may require the
			 applicant to provide the following information and such additional information
			 as the commission may, in its discretion, determine:
(a) The name, title, phone number and e-mail
			 address of a person to be contacted in reference to the application;
(b) The current or former official trade
			 names used by the business entity, and the dates of use;
(c) The name of the license applicant and, if
			 the applicant is other than the applicant business entity, the nature of the
			 applicant's business entity's relationship to the license applicant;
(d) The date of incorporation or
			 formation;
(e) The current or
			 former business addresses and website of the business entity with relevant time
			 frames;
(f) A description of the
			 present and former businesses engaged in by the business entity and its holding
			 companies, subsidiaries and intermediary companies, including, but not limited
			 to:
1. Competitive conditions in the
			 industry;
2. The principal products
			 produced, services rendered and methods of distribution;
3. Information about raw materials essential
			 to the business entity's operation;
4. Information relating to intellectual
			 property rights;
5. A description
			 of any material changes to the business entity's mode of conducting
			 business;
6. A description of any
			 former business the business entity was engaged in during the last ten years
			 and the reasons for the cessation of such business, including relevant time
			 frames;
7. The name, last known
			 address, occupation and date of birth of each incorporator or founding
			 member;
8. The name, home address,
			 business address, date of birth, occupation, race, gender, ethnicity and title
			 of current and former directors, and trustees and the dates such position was
			 held during the ten years and reason for leaving;
9. The name, home address, business address,
			 date of birth, race, gender, ethnicity and title of current officers of the
			 business entity, and the dates of office;
10. The name, last known home address,
			 current business address, date of birth and occupation of former officers for
			 the business entity for the last ten years, and the dates of office;
11. The annual compensation of
			 officers;
12. The name, business
			 address, date of birth and position of each person, other than an officer, who
			 receives annual compensation of more than $250,000.00 and the length of time
			 employed and amount of compensation;
13. A description of all bonus, profit
			 sharing, pension, retirement, deferred compensation or similar plans;
14. A description of the nature, type, number
			 of shares, terms, conditions, rights and privileges of all classes of
			 securities or other ownership interest issued or to be issued including the
			 number of shares of each class authorized or to be authorized and the number of
			 shares of each class outstanding;
15. The name, home address and date of birth
			 of each shareholder, the class held, number of shares held and the percentage
			 of outstanding voting or non-voting securities or other ownership interest
			 held;
16. A description of the
			 nature, type, terms, covenants, conditions and priorities of all outstanding
			 debt and security devices utilized by the business entity;
17. Other than for a publicly traded
			 corporation unless specifically required by the commission on the bureau, the
			 name, address and date of birth of each person holding the debt or security
			 devices in 205 CMR 111.02(1)(f)16., the type of debt instrument held, the
			 original debt amount and current balance;
18. A description of the nature, type, terms
			 and conditions of all securities options, including the title and amount of
			 securities subject to option, the name and address of each option holder and
			 the market value at the time of issuance;
19. The following information for each
			 account or the last ten years held in the name of the business entity or its
			 nominee, or otherwise under the direct or indirect control of the business
			 entity:
a. The name and address of the bank,
			 savings and loan or other financial institution;
b. The type of account;
c. The account number; and
d. The dates held;
20. Other than for a publicly traded
			 corporation unless specifically required by the commission on the bureau, the
			 name and address of all persons with whom the business entity has contracts or
			 agreements of $250,000.00 or more in value, including employment contracts of
			 more than one-year duration or who have supplied goods and services within the
			 past six months, and the nature of such contract or the goods and services
			 provided;
21. The name and address
			 of each company in which the business entity holds securities or other
			 ownership interest, type of securities or other ownership interest held,
			 purchase price per share or interest, number of shares held, and percentage of
			 ownership, if more than 5%;
22.
			 Information regarding any transaction within the last five years involving a
			 change in the beneficial ownership of the business entity's equity securities
			 on the part of any current or former director, officer or beneficial owner of
			 more than 10% of any class of equity security;
23. A description of any civil, criminal,
			 administrative and investigatory proceedings in any jurisdiction, for the
			 business entity and each director, trustee or officer as follows:
a. Any arrest, indictment, charge or
			 conviction for any criminal or disorderly persons offense;
b. Any criminal proceeding in which such
			 person has been a party or has been named as an unindicted
			 co-conspirator;
c. Existing civil
			 litigation to which the business entity is a party, if damages are reasonably
			 expected to exceed $250,000.00;
d.
			 Any judgment, order, consent decree or consent order entered against the
			 business entity pertaining to a violation or alleged violation of the Federal
			 antitrust, trade regulation or securities laws or similar laws of any
			 jurisdiction; and
e. Any judgment,
			 order, consent decree or consent order entered against the business entity
			 pertaining to a violation or alleged violation of any other state or Federal
			 statute, regulation or code which resulted in the imposition of a fine or
			 penalty of $50,000.00 or more within the past ten years;
24. For the business entity and any holding
			 or intermediary company, information regarding any judgments or petitions for
			 bankruptcy or insolvency and any relief sought under any provision of the
			 Federal Bankruptcy Act or any state insolvency law; and any receiver, fiscal
			 agent, trustee or similar officer appointed for the property or business of the
			 business entity or any holding or intermediary company within the last ten
			 years;
25. During the last ten
			 years, whether the business entity has had any license or certificate denied,
			 suspended or revoked by any government agency in Massachusetts or any other
			 jurisdiction, the nature of such license or certificate, the agency and its
			 location, the date of such action, the reasons therefore and the facts related
			 thereto;
26. During the last ten
			 years, whether the business entity or any director, officer, employee or any
			 person acting for or on behalf of the business entity has made any payments,
			 bribes or kickbacks to any employee, company, organization or government
			 official, foreign or domestic, and regardless of whether such incident or
			 incidents was lawful in the jurisdiction of its occurrence, to obtain favorable
			 treatment or to obtain a competitive advantage;
27. During the last ten years, whether the
			 business entity, its parent, any subsidiary or related entity or individual
			 has:
a. Donated or loaned the business
			 entity's funds or property for the use or benefit of or in opposing any
			 government, political party, candidate or committee either foreign or
			 domestic;
b. Made any loans,
			 donations or disbursements to its directors, officers or employees for the
			 purpose of making political contributions or reimbursing such individuals for
			 political contributions, either foreign or domestic; or
c. Maintained a bank account or other
			 account, either foreign or domestic, not reflected on the books or records of
			 the business entity, or maintained any account in the name of a nominee of the
			 business entity;
28. The
			 names and addresses of any current of former directors, officers, employees or
			 third parties who would have knowledge or information concerning 205 CMR
			 111.02(1)(f)27.c.;
29. A copy of
			 the following:
a. Annual reports to
			 shareholder for the last five years;
b. Any annual reports prepared within the
			 last five years on Form 10K pursuant to the Securities Exchange Act of 1934,
			 §§ 13 or 15d;
c. An
			 audited financial statement for the last fiscal year, including, without
			 limitation, an income statement, balance sheet and statement of sources and
			 application of funds, and all notes to such statements and related financial
			 schedules;
d. Copies of all annual
			 financial statements prepared in the last five fiscal years, any exceptions
			 taken to such statements by an independent auditor retained by the business
			 entity and the management response thereto;
e. The most recent quarterly unaudited
			 financial statement prepared by or for the business entity which, if the
			 business entity is registered with the Securities Exchange Commission (SEC) may
			 be satisfied by providing a copy of the most recently filed Form 10Q;
f. Any current report prepared due to a
			 change in control of the business entity, acquisition or disposition of assets,
			 bankruptcy or receivership proceedings, changes in the business entity's
			 certifying accountant, or other material events, which, if the business entity
			 is registered with the SEC, may be satisfied by providing a copy of the most
			 recent filed Form 8K;
g. The most
			 recent Proxy or Information Statement filed pursuant to the Securities Exchange
			 Act of 1934, § 14;
h.
			 Registration Statements filed in the last five years pursuant to the Securities
			 Act of 1933;
i. All reports and
			 correspondence not otherwise submitted in the last five years by independent
			 auditors for the business entity which pertain to the issuance of financial
			 statements, managerial advisory services or internal control
			 recommendations;
j. The name,
			 address and telephone number of the current outside auditor(s);
30. A certified copy of the
			 articles of incorporation, charter and bylaws, and all amendments and proposed
			 amendments thereto;
31. If a
			 business entity:
a. A current ownership
			 organization chart of the business entity, its parent company and each
			 subsidiary of the business entity;
b. A functional table of organization for the
			 business entity, including position descriptions and the names of persons
			 holding such positions;
32. If a corporation: copies of Internal
			 Revenue Service Forms 1120 (Corporate Income Tax Return) and 941 (Employer's
			 Quarterly Federal Tax Return) filed for the last five years;
33. If a partnership, copies of Internal
			 Revenue Service Forms 1065 (Partnership Return Form) and 941 (Employer's
			 Quarterly Federal Tax Return) filed for the last five years;
34. If a limited liability company, copies of
			 its Federal returns for the last five years; and
35. A listing of any records, documents or
			 other information submitted as appendices to the BED