Oklahoma Administrative Code › Title 660 - Department of Securities › Chapter 11 - Oklahoma Uniform Securities Act of 2004 › Subchapter 1 - General Provisions › Section 660:11-1-3 - Definitions

Current through Vol. 41, No. 20, July 1, 2024
Unless the context otherwise requires, or unless defined in
				  this section or in
				  660:11-5-2, terms
				  used in this chapter, if defined in the Securities Act, shall have the meaning
				  as defined in the Securities Act. The following words and terms, when used in
				  this chapter, shall have the following meaning, unless the context clearly
				  indicates otherwise:
"Advisers Act"
means the Investment Advisers Act
				  of 1940.
"Authorized to do business in Oklahoma"
means
				  authorized to do business in Oklahoma pursuant to the Oklahoma Uniform
				  Securities Act of 2004.
"Audited financial statements"
means "Certified
				  financial statements."
"Certified financial statements"
means financial
				  statements prepared in accordance with generally accepted accounting principles
				  and examined by Independent accountants in accordance with generally accepted
				  auditing standards, accompanied by an opinion as described in
				  660:11-15-1.
"CFR"
means the Code of Federal Regulations.
"CRD"
means the NASAA/FINRA Central Registration
				  Depository system or WEBCRD.
"Date of filing"
means the date on which a
				  proper registration statement is filed for purposes of determining the dates of
				  the statements of financial condition to be filed with a registration
				  statement. If amendments to a registration statement are necessary to comply
				  fully with the registration requirements, "date of filing" means the date on
				  which the last amendment is filed.
"FDIC"
means the Federal Deposit Insurance
				  Corporation.
"FINRA"
means the Financial Industry Regulatory
				  Authority, Inc., the successor to the NASD.
"Financial statements"
means, but is not limited
				  to, the statement of financial condition, statement of income, and statement of
				  changes in stockholders' or owners' equity, as well as all related footnotes
				  and supporting schedules applicable thereto, prepared in accordance with
				  generally accepted accounting principles.
"IARD"
means the FINRA-operated Investment
				  Adviser Registration Depository.
"Independent accountants"
means independent
				  certified public accountants. The concept of independence shall be that
				  promulgated by the American Institute of Certified Public Accountants.
"Institutional account"
means the account of:
(A) a bank, savings and loan association, insurance company
				  or registered investment company;
(B) an investment adviser registered under the Securities
				  Act, with another state securities commission (or any agency or office
				  performing like functions), or with the SEC under Section 203 of the Advisers
				  Act; or
(C) any other person (whether a natural person, corporation,
				  partnership, trust or otherwise) with total assets of at least $50
				  million.
"NASAA"
means the North American Securities
				  Administrators Association.
"NASD"
means the National Association of
				  Securities Dealers, Inc.
"NASDR"
means the National Association of
				  Securities Dealers Regulation, Inc.
"1933 Act"
means the Securities Act of 1933.
"1934 Act"
means the Securities Exchange Act of
				  1934.
"1940 Act"
means the Investment Company Act of
				  1940.
"Predecessor of an issuer"
means:
(A) a person the major portion of whose assets have been
				  acquired directly or indirectly by the issuer, or
(B) a person from which the issuer acquired directly or
				  indirectly the major portion of its assets.
"Promotional or developmental stage company"
means an issuer for which any of the following conditions exist:
(A) the company and any predecessors were formed within the
				  twelve-month period ending on the date of the filing of the application for
				  registration;
(B) the company has no significant revenues from the line of
				  business being undertaken with the offering proceeds;
(C) the principal operations to be conducted with offering
				  proceeds have not commenced or have been commenced within the twelve-month
				  period ending on the date of the filing of the application for registration; or
(D) the principal operations to be conducted with offering
				  proceeds have commenced, but the issuer has not demonstrated profitable
				  operations for two of the three fiscal years prior to registration, evidenced
				  by net income determined in accordance with generally accepted accounting
				  principles after taxes, and excluding extraordinary items.
"Prospectus"
means a prospectus in a form and
				  containing such information as may be required by the Administrator, including
				  a prospectus filed under the 1933 Act or an offering circular used in
				  connection with an exempt security or transaction regardless of the designation
				  of the document (i.e., prospectus, offering circular, memorandum, etc.).
"Registration statement"
means an application
				  for registration of securities under Sections 1-303 and 1-304 of the Securities
				  Act and all documents and exhibits related thereto, including a Prospectus.
"
SEC"
means the United States Securities and
				  Exchange Commission.
"Securities Act"
means the most recent
				  codification of the Oklahoma Uniform Securities Act of 2004 in Title 71 of the
				  Oklahoma Statutes.
"SIPC"
means the Securities Investor Protection
				  Corporation.
Added at 21 Ok Reg 2532, eff 7-1-04; Amended at 30 Ok Reg
					 2067, eff 8-1-13