Oklahoma Administrative Code › Title 660 - Department of Securities › Chapter 11 - Oklahoma Uniform Securities Act of 2004 › Subchapter 11 - Exemptions from Securities Registration › Part 1 - GENERAL PROVISIONS › Section 660:11-11-1 - Definitions

Current through Vol. 41, No. 20, July 1, 2024
The following words and terms, when used in this
					 subchapter, shall have the following meaning, unless the context clearly
					 indicates otherwise:
"Affiliate"
means a person who, directly or
					 indirectly, controls, is controlled by, or is under common control with a
					 person as defined in this Section.
"Associate"
means, when used to indicate a
					 relationship with a person, includes:
(A) corporations, legal entities, other than the issuer or
					 majority-owned subsidiaries of the issuer, of which a person is an officer,
					 director, partner, or a direct or indirect, legal or beneficial owner of five
					 percent (5%) or more of any class of equity securities.
(B) trusts or other estates in which a person has a
					 substantial beneficial interest or for which a person serves as a trustee or in
					 a similar capacity; and
(C) a person's spouse and relatives, by blood or by
					 marriage, if that person is a promoter of the issuer, its subsidiaries, its
					 affiliates, or its parent.
"Class"
means the lowest level of subdivision
					 of the securities offered by an issuer.
"Control"
means the power to direct or
					 influence the direction of the management or policies of a person, directly or
					 indirectly, through the ownership of voting securities, by contract or
					 otherwise. A presumption of control exists for any person who:
(A) is a director, general partner, member, manager, or
					 officer exercising executive responsibility or has similar status or functions;
(B) has the right to vote twenty percent (20%) or more of a
					 class of voting securities; or
(C) in the case of a partnership or limited liability
					 company, has contributed or has the right to receive upon dissolution twenty
					 percent (20%) or more of the capital.
"Enterprise"
means a corporation, general
					 partnership, limited partnership, joint venture and any other formal or
					 informal entity, association or arrangement (other than a sponsor) in which the
					 investors' rights, interests or participation constitute "securities" as
					 defined by Section 1-102 of the Securities Act.
"Equity securities"
means, including, but not
					 limited to shares of common stock or similar securities, convertible
					 securities, warrants, and options or rights that may be converted into or
					 exercised to purchase shares of common stock or similar securities.
"Net earnings"
means the issuer's after-tax
					 earnings, excluding extraordinary and nonrecurring items, determined in
					 accordance with generally accepted accounting principles.
"Person"
means an individual, corporation,
					 business trust, estate, trust, partnership, limited liability company, limited
					 liability partnership, association, joint venture, government, governmental
					 subdivision, agency, or instrumentality; public corporation; or any legal or
					 commercial entity.
"Promoter"
means:
(A) a person, including, but not limited to, who:
(i) alone or in conjunction with one or more persons,
					 directly, or indirectly, took the initiative in founding or organizing the
					 issuer or controls the issuer;
(ii) directly, or indirectly, receives, as consideration
					 for property or for services rendered, five percent (5%) or more of any class
					 of the issuer's equity securities or five percent (5%) or more of the proceeds
					 form the sale of any class of the issuer's equity securities.
(iii) is an officer or director for the issuer;
(iv) legally or beneficially owns, directly or indirectly,
					 five percent (5%) or more of any class of the issuer's equity securities; or
(v) is an affiliate or an associate of a person specified
					 in i through iv of this subparagraph.
(B) A promoter does not include
(i) a person who receives securities or proceeds solely as
					 underwriting compensation unless that person otherwise comes with the terms;
(ii) an unaffiliated institutional investor, who purchased
					 the issuer's equity securities more than one year prior to the filing date of
					 the issuer's registration statement; or
(iii) at the Administrator's discretion, an unaffiliated
					 institutional investor, who purchased the issuer's securities on an
					 arm's-length basis within one year prior to the filing date of the issuer's
					 registration statement.
"Promotional or development stage company"
means an issuer:
(A) that is not listed, or authorized for listing, on the
					 New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Market,
					 or a securities exchange that the SEC determines under Section 18(b)(1) of the
					 1933 Act has substantially similar listing standards;
(B) that has had annual net earnings for each of the last
					 two (2) consecutive fiscal years before the public offering that have been less
					 than five percent (5%) of the aggregate public offering; or
(C) that has had average, annual net earnings for the last
					 five (5) fiscal years before the public offering that have been less than five
					 (5%) of the aggregate public offering.
"Promotional shares"
means equity securities
					 that:
(A) A promotional or development stage company has issued
					 within five (5) years before the filing of the registration statement or will
					 issue to its promotors for cash or other consideration, including services
					 rendered, patents, copyrights, and other intangibles; or
(B) An issuer that is not a promotional or development
					 stage company has issued within three (3) years before the filing of the
					 registration statement or will issue to promotors for cash or other
					 consideration, including services rendered, patents, copyrights, and other
					 intangibles.
"Sponsor"
means any natural person,
					 corporation, general partnership, limited partnership, joint venture or other
					 entity which is directly or indirectly instrumental in organizing an enterprise
					 or which will manage or participate in the management of an enterprise.
"Unaffiliated institutional investor"
means
					 the following investors if not affiliated with the issuer:
(A) an institutional investor as defined in 1-102(13) of
					 the Securities Act; and
(B) a business development company as defined in Section
					 2(a)(48) of the 1940 Act.
Added at 21 Ok Reg
					 2532, eff 7-1-04