Current through
Register Vol. 47, No. 5, March 10, 2024
30-4.500
Incorporation by
reference.
(1) The Commission adopts
as part of Rule 4.5 of the Colorado Gaming Regulations certain federal rules
and forms referred to in this Rule 4.5. Such federal rules and forms are
published by the Office of the Federal Register National Archives and Records
Administration in full in the Code of Federal Regulations in
17 CFR
200-399 (Chapter II Securities and Exchange
Commission 4-1-02 Edition). These federal
rules and forms were promulgated pursuant to the following federal statutes:
The Securities Act of 1933, 15 U.S.C.S. sections 77a-77bbbb; and the Securities
Exchange Act of 1934, 15 U.S.C.S. Sections 78a-78pp. References are also made
to the following federal statutes: The Investment Advisers Act of 1940, 15
U.S.C.S. Sections 80b-l through 80b-21; and the Employee Retirement Income
Security Act of 1974, 29 U.S.C.S. Sections 1001 through 1461. This regulation
does not include amendments to or later editions of the incorporated federal
rules and forms found in the
4-1-02 edition of the Code of
Federal Regulations.
(2) Certified
copies of the complete text of the material incorporated are maintained at the
Colorado Division of Gaming, 1707 Cole Blvd., Suite 300, Lakewood, Colorado
80401, and may be inspected by contacting the Records Custodian at that address
during normal business hours. The incorporated material may also be examined at
any state publications depository library. Certified copies shall be provided
at cost upon request.
30-4.501
Definitions.
As used in this Rule 4.5, the following terms shall have the
meaning ascribed to them herein:
(1)
"Affiliated company" means a subsidiary company, holding company, intermediary
company or any other form of business organization that is related in some
manner to the licensee and:
(a) Controls, is
controlled by or is under common control directly or indirectly with a
licensee; or
(b) Is involved in
gaming activities in this state or involved in the ownership of property in
this state upon which gaming is conducted.
(2) "Current market price" means the average
of the daily closing prices for the 20 consecutive trading days immediately
preceding the date of such transaction or the closing price on the day
immediately preceding the date of such transaction, whichever is higher. For
the purpose of this definition, the closing price for each day shall be the
last reported sale price, regular way, or in case no such reported sale takes
place on such date, the average of the last reported bid and asked prices,
regular way, in either case on the principal national securities exchange
registered under the Securities Exchange Act of 1934, as amended (the "1934
Act"), on which such security is admitted to trading or listed, or if not
listed or admitted to trading on any national securities exchange, the closing
price of such security, or in case no reported sale takes place, the average of
the closing bid and asked prices, on NASDAQ or any comparable system, or if
such security is not listed or quoted on NASDAQ or any comparable system, the
closing sale price, or in case no reported sale takes place, the average of the
closing bid and asked prices, as furnished by any member of the National
Association of Securities Dealers, Inc., selected from time to time by the
issuer for that purpose.
(3)
"Holding company" means any corporation, firm, partnership, trust, limited
liability company or other form of business organization not a natural person
which, directly or indirectly:
(a)
Owns;
(b) Has the power or right to
control; or
(c) Holds with power to
vote,
all or any part of the stocks, interest or other voting
security of a business entity which holds or applies for a state gaming
license; provided that the term "holding company" does not include any
broker-dealer registered with the United States Securities and Exchange
Commission (the "SEC"), any securities clearinghouse or nominee thereof or any
entity insured by the Federal Deposit Insurance Corporation or regulated by a
national or state banking regulator, if such person or entity holds such
stocks, interest or other voting securities for an unaffiliated third party and
does not exercise any vote over any such securities (other than in a fiduciary
capacity at the direction of the beneficial owner of such stocks, interest or
other voting securities or in accordance with the rules and regulations of any
self-regulatory organization having jurisdiction over such person or
entity).
For the purposes of this section, in addition to any other
reasonable meaning of the words used, a holding company "indirectly" has, holds
or owns any power, right or security if it does so through any interest in a
subsidiary or successive subsidiaries, however many such subsidiaries may
intervene between the holding company and the licensee or applicant.
(4) "Institutional
investor" means:
(a) A bank as defined in
Section 3(a) (6) of the Federal Securities Exchange Act of 1934, as
amended;
(b) An insurance company
as defined in Section 2(a) (17) of the Investment Company Act of 1940, as
amended;
(c) An investment company
registered under Section 8 of the Investment Company Act of 1940, as
amended;
(d) An investment adviser
registered under Section 203 of the Investment Advisers Act of 1940, as
amended;
(e) Collective trust funds
as defined in Section 3(c) (11) of the Investment Company Act of 1940, as
amended;
(f) An employee benefit
plan or pension fund that is subject to the Employee Retirement Income Security
Act of 1974, as amended, excluding an employee benefit plan or pension fund
sponsored by a licensed or an intermediary or holding company licensee which
directly or indirectly owns five percent or more of a licensee;
(g) A state or federal government pension
plan; and
(h) A group comprised
entirely of persons specified in (a) through (g) of this definition.
Notwithstanding the foregoing provisions of subsections (a)
through (h), in order to qualify as an institutional investor, a person other
than a state or federal pension plan must meet the requirements of a "qualified
institutional buyer" as defined by the SEC in Rule 144A under the Securities
Act of 1933, as amended (the "1933 Act").
(5) "Intermediary company" means any
corporation, firm, partnership, trust, limited liability company or other form
of business organization other than a natural person which:
(a) Is a holding company with respect to a
business entity which holds or applies for a state gaming license;
and
(b) Is a subsidiary with
respect to any holding company.
(6) "Public offering" means a sale of voting
securities that is subject to the registration requirements of section 5 of the
1933 Act, or that is exempt from such requirements solely by reason of an
exemption contained in section 3(a) (10), 3(a) (11) or 3(c) of said Act or
Regulation A or Regulation D adopted pursuant to section 3(b) of the 1933
Act.
(7) "Publicly traded
corporation" means:
(a) Any corporation,
firm, partnership, trust, limited liability company or other form of business
organization not a natural person which:
(i)
Has one or more classes of voting securities registered pursuant to section 44
of the 1934 Act; or
(ii) Is an
issuer subject to section 15(d) of the 1934 Act; or
(iii) Has one or more classes of voting
securities exempted from the registration requirements of section 5 of the 1933
Act, solely by reason of an exemption contained in section 3(a) (10), 3(a) (11)
or 3(c) of the 1933 Act.
(b) Any corporation, firm, partnership,
trust, limited liability company or other form of business organization created
under the laws of a foreign country:
(i) Which
has one or more classes of voting securities registered on that country's
securities exchange or over-the-counter market; and
(ii) Whose activities have been found by the
Commission to be regulated in a manner which protects the investors and the
State of Colorado.
(c)
The term "publicly traded corporation" does not include any corporation, firm,
partnership, trust, limited liability company or other form of business
organization not a natural person which has securities registered or is an
issuer pursuant to subparagraph (i) of this definition solely because it:
(i) Guaranteed a security issued by an
affiliated company pursuant to a public offering; or
(ii) Is considered by the SEC to be a
co-issuer of a public offering of securities pursuant to Rule 140 under the
1933 Act.
(8)
"Security" shall have the meaning of the term set forth in section
11-51-201(17) of
the Colorado Securities Act of 1990, Title 11, Article 51, C.R.S.
(9) "Subsidiary" means any firm, partnership,
trust, limited liability company or other form of business organization not a
natural person, all or any interest in which is:
(a) Owned;
(b) Subject to a power or right of control;
or
(c) Held with power to vote
directly, indirectly or in conjunction with a holding company or intermediary
company.
(10) "Voting
security" means a security the holder of which is entitled to vote generally
for the election of a member or members of the board of directors or board of
trustees of a corporation or a comparable person or persons in the case of a
partnership, trust or other form of business organization other than a
corporation.
30-4.502
Application of Rule.
In addition to all other requirements of the Colorado Gaming
Regulations, this Rule 4.5 shall impose additional requirements on publicly
traded corporations holding gaming licenses in the state, and gaming licensees
in the state owned directly or indirectly by a publicly traded corporation,
whether through a subsidiary or intermediary company. These requirements shall
automatically apply to any ownership interest held by a publicly traded
corporation, holding company or intermediary company thereof, where such
ownership interest directly or indirectly is, or will be upon approval by the
Commission, five percent or more of the entire licensee. In any event, if the
Commission determines that a publicly traded corporation, or a subsidiary,
intermediary company or holding company thereof has the actual ability to
exercise influence over a licensee, regardless of the percentage of ownership
possessed by said entity, the Commission may require that entity to comply with
the regulations contained in this Rule 4.5. Should any requirement in this Rule
4.5 conflict with any other regulation in the Colorado Gaming Regulations, this
Rule 4.5 shall apply.
30-4.503
Public offerings.
A licensee or affiliated company or controlling person
thereof commencing a public offering of voting securities must notify the
Commission, with regard to a public offering to be registered with the SEC, no
later than ten (10) business days after the initial filing of a registration
statement with the SEC, or, with regard to any other type of public offering,
no later than ten (10) business days prior to the public use or distribution of
any offering document, if:
(1) If the
licensee, affiliated company or a controlling person thereof intending to issue
the voting securities is not a publicly traded corporation; or
(2) If the licensee, affiliated company or a
controlling person thereof intending to issue the voting securities is a
publicly traded corporation, and if the proceeds of the offering, in whole or
in part, are intended to be used:
(a) To pay
for construction of gaming facilities in Colorado to be owned or operated by
the licensee;
(b) To acquire any
direct or indirect interest in gaming facilities in Colorado;
(c) To finance the operation by the licensee
of gaming facilities in Colorado; or
(d) To retire or extend obligations incurred
for one or more purposes set forth in subsection a, b or c of this
regulation.
30-4.504
Notification of public
offering.
A person notifying the Commission of a public offering
pursuant to this Rule 4.5 shall, to the extent practical, disclose the
following information:
(1) A
description of the voting securities to be offered;
(2) The proposed terms upon which the voting
securities are to be offered;
(3)
The anticipated gross and net proceeds of the offering, (Including a detailed
list of expenses);
(4) The use of
proceeds;
(5) The name and address
of the lead underwriter;
(6) The
forms of the underwriting agreement, the agreement among underwriters, if any,
and the selected dealers agreements, if any;
(7) A statement of intended compliance with
all applicable federal, state, local and foreign securities laws;
(8) The names and addresses of the
applicant's counsel for such public offering, independent auditors, and special
consultants on the offering;
(9) If
any voting securities to be issued are not to be offered to the general public,
the general nature of the offerees and the form of the offering; and
(10) Any other offering material filed with
the SEC which is required to be submitted pursuant to the direction of the
Division or Commission.
30-4.505
Fraudulent and deceptive
practices prohibited.
It is grounds for disciplinary action under the Colorado
Limited Gaining Act and Colorado Gaming Regulations if any person, in
connection with the purchase or sale of any security issued by a licensee or
affiliated company or a controlling person thereof, is found guilty of, or
pleads nolo contendere to, or is subject to a final
cease and desist order with respect to, or order of permanent injunction issued
on the basis of, or is the subject of a similar final action taken on the basis
of, a violation of Rule 10b-5 promulgated by the SEC under Section 10(b) of the
1934 Act or section
11-51-501 of the Colorado Revised
Statutes.
30-4.506
Submission of proxy and information statements.
Each publicly traded corporation which is licensed as an
operator, retailer, associated equipment supplier, or slot machine manufacturer
or distributor under the Act, shall, within 5 days after distributing any proxy
statement subject to Regulation 14A of the SEC or any information statement
subject to Regulation 14C of the SEC to its security holders, submit such proxy
statement or information statement to the Division.
30-4.507
Reporting Requirements.
(1) Whenever any filing on Form 10-Q, Form
10-K, Form 8-K, Form 1-A, Registration Statement SB-2, Registration Statement
10-SB, Report 10-KSB, Report 10-QSB, Schedule 13e-3 or Schedule 14D-9 or
required by Rule 14f-l promulgated pursuant to the 1934 Act is filed with the
SEC or with any national or regional securities exchange by a publicly traded
corporation which is licensed as an operator, retailer, associated equipment
supplier, or slot machine manufacturer or distributor under the Act, such
publicly traded corporation shall, within 5 business days after the filing with
the SEC, electronically notify the Division that such filing has taken place.
(amended perm. 11/30/03)
(2)
Whenever a publicly traded corporation which is licensed as an operator,
retailer, associated equipment supplier, or slot machine manufacturer or
distributor under the Act receives any material document filed with the SEC by
any other person relating to such publicly traded corporation, it shall, within
10 days following such receipt, electronically notify the Division that such
document receipt has occurred. (amended perm. 11/30/03)
(3) Each publicly traded corporation which is
licensed as an operator, retailer, associated equipment supplier, or slot
machine manufacturer or distributor under the Act shall file with the Division
annually at the time of license renewal a list of the record holders and
beneficial owners (to the extent the later is known) of its voting securities
or more frequently as such list is prepared.
(4) Each licensee shall promptly report to
the Division, on the form prescribed by the Division, the election or
appointment of any director, any executive officer or other officers of such
licensee (or holding company or intermediary company thereof) actively and
directly engaged in the administration or supervision of the gaming activities
of the licensee.
(5) Whenever a
publicly traded corporation which is licensed as an operator, retailer,
associated equipment supplier or slot machine manufacturer or distributor under
the Act is informed that any person determined by the Commission to be a
controlling person in respect of such publicly traded corporation has disposed
of any of such publicly traded corporation's voting securities, such publicly
traded corporation shall thereupon promptly report such information to the
Division.
(6) Each licensee and
intermediary or holding company thereof shall file promptly with the Division
such other documents within its control as the Division or Commission may
lawfully request.
30-4.508
Required charter
provisions.
The following provisions must be included in the articles of
organization or similar chartering documents of every entity licensed as an
operator, retailer, associated equipment supplier, or slot machine manufacturer
or distributor under the Act:
The [corporation] [partnership] [limited liability company]
shall not issue any voting securities or other voting interests except in
accordance with the provisions of the Colorado Limited Gaming Act and the
regulations promulgated thereunder. The issuance of any voting securities or
other voting interests in violation thereof shall be void and such voting
securities or other voting interests shall be deemed not to be issued and
outstanding until (a) the [corporation] [partnership] [limited liability
company] shall cease to be subject to the jurisdiction of the Colorado Limited
Gaming Control Commission, or (b) the Colorado Limited Gaming Control
Commission shall, by affirmative action, validate said issuance or waive any
defect in issuance.
No voting securities or other voting interests issued by the
[corporation] [partnership] (limited liability company] and no interest, claim
or charge therein or thereto shall be transferred in any manner whatsoever
except in accordance with the provisions of the Colorado Limited Gaming Act and
the regulations promulgated thereunder. Any transfer in violation thereof shall
be void until (a) the [corporation] [partnership] [limited liability] shall
cease to be subject to the jurisdiction of the Colorado Limited Gaming- Control
Commission, or (b) the Colorado Limited Gaming Control Commission shall, by
affirmative action, validate said transfer or waive any defect in said
transfer.
If the Colorado Limited Gaming Control Commission at any time
determines that a holder of voting securities or other voting interests, then
the issuer of such voting securities or other voting interests may, within
sixty (60) days after the finding of unsuitability, purchase such voting
securities or other voting interests of such unsuitable person at the lesser of
(i) the cash equivalent of such person's investment in the
[corporation][partnership][limited liability company], or (ii) the current
market price as of the date of the finding of unsuitability unless such voting
securities or other voting interests are transferred to a suitable person (as
determined by the Commission) within sixty (60) days after the finding of
unsuitability. Until such voting securities or other voting interests are owned
by persons found by the Commission to be suitable to own them, (a) the
[corporation] [partnership] [limited liability company] shall not be required
or permitted to pay any dividend or interest with regard to the voting
securities or other voting interests, (b) the holder of such voting securities
or other voting interests shall not be entitled to vote on any matter as the
holder of the voting securities or other voting interests, and such voting
securities or other voting interests shall not for any purposes be included in
the voting securities or other voting interests of the [corporation]
[partnership] [limited liability company] entitled to vote, and (c) the
[corporation] [partnership] [limited liability company] shall not pay any
remuneration in any form to the holder of the voting securities or other voting
interests except in exchange for such voting securities or other voting
interests as provided in this paragraph.
30-4.509
Suitability
requirements.
(1) Each person
(including an institutional investor) who, individually or in association with
others, acquires, directly or indirectly, beneficial ownership of (i) five
percent or more of any class of voting securities of a publicly traded
corporation which is required to contain the charter provisions set forth in
this Rule 4.5, or (ii) five percent or more of the beneficial interest in a
licensee directly or indirectly through any class of voting securities of any
holding company or intermediary company of a licensee, shall notify the
Division within ten (10) days after such person acquires such securities and
shall provide such additional information and be subject to a finding of
suitability as required by the Division or Commission. A licensee shall notify
each person who is subject to this regulation of its requirements as soon as
such corporation becomes aware of the acquisition; provided that the
obligations of the person subject to this regulation are independent of, and
unaffected by, such corporation's failure to give such notice.
(2) Each person (other than an institutional
investor which complies with subsection (4) below) who, individually or in
association with others, acquires, directly or indirectly, the beneficial
ownership of (i) ten percent or more of any class of voting securities of a
publicly traded corporation which is required to contain the charter provisions
set forth in this Rule 4.5, or (ii) ten percent or more of the beneficial
interest in a licensee directly or indirectly through any class of voting
securities of any holding company or intermediary company of a licensee, must
apply to the Commission for a finding of suitability within forty-five (45)
days after acquiring such securities. A licensee shall notify each person who
is subject to this regulation of its requirements as soon as such corporation
becomes aware of the acquisition; provided that the obligations of the person
subject to this regulation are independent of, and unaffected by, such
corporation's failure to give such notice.
(3) Each institutional investor who,
individually or in association with others, acquires, directly or indirectly,
the beneficial ownership of (i) twenty percent or more of any class of voting
securities of a publicly traded corporation which is required to contain the
charter provisions set forth in this Rule 4.5, or (ii) twenty percent or more
of the beneficial interest in a licensee directly or indirectly, through any
class of voting securities of any holding company or intermediary company of a
licensee, must apply to the Commission for a finding of suitability within
forty-five (45) days after acquiring such securities. A licensee shall notify
each person who is subject to this regulation of its requirements; provided
that the obligations of the person subject to this regulation are independent
of, and unaffected by, such corporation's failure to give such
notice.
(4)
(a) An institutional investor which otherwise
would be subject to subsection (2) of this regulation must, within forty-five
(45) days after acquiring the interests set forth in subsection (2), submit to
the Division the following information:
(i) A
description of the institutional investor's business and a statement as to why
the institutional investor is within the definition of "institutional investor"
as set forth in this regulation;
(ii) A certification made under oath and the
penalty of perjury that the voting securities were acquired and are held for
investment purposes only and were acquired and are held in the ordinary course
of business as an institutional investor and not for the purposes of causing,
directly or indirectly, the election of a majority of the board of directors,
any change in the corporate charter, bylaws, management, policies, or
operations of a licensee or affiliated company. The signatory also shall
explain the basis of his authority to sign the certification and to bind the
institutional investor to its terms. The certification also shall provide that
the institutional investor is bound by and shall comply with the Colorado
Limited Gaming Act and the regulations adopted thereunder, is subject to the
jurisdiction of the courts of Colorado, and consents to Colorado as the choice
of forum in the event any dispute, question, or controversy arises regarding
the application this regulation;
(iii) The name, address, telephone number and
social security number of the officers and directors, or their equivalent, of
the institutional investor as well as those persons that have direct control
over the institutional investor's holdings of voting securities of the licensee
or affiliated company;
(iv) The
name, address, telephone number and social security or federal tax
identification number of each person who has the power to direct or control the
institutional investor's exercise of its voting rights as a holder of voting
securities of the licensee or affiliated company;
(v) The name of each person that beneficially
owns five percent or more of the institutional investor's voting securities or
other equivalent;
(vi) A list of
the institutional investor's affiliates;
(vii) A list of all securities of the
licensee that are or were, directly or indirectly, beneficially owned by the
institutional investor or its affiliates within the preceding year, setting
forth a description of the securities, their amount, and the date of
acquisition or sale;
(viii) A list
of all regulatory agencies with which the institutional investor or any
affiliate that beneficially owns voting securities of the licensee or
affiliated company files periodic reports, and the name, address, and telephone
number of the person, if known, to contact at each agency regarding the
institutional investor;
(ix) A
disclosure of all criminal or regulatory sanctions imposed during the preceding
ten (10) years and of any administrative or court proceedings filed by any
regulatory agency during the preceding five (5) years against the institutional
investor, its affiliates, any current officer or director, or any former
officer or director whose tenure ended within the preceding twelve (12) months.
As to a former officer or director, such information need be provided only to
the extent that it relates to actions arising out of or during such person's
tenure with the institutional investor or its affiliates;
(x) A copy of any filing made under
16 U.S.C. §
18a with respect to the acquisition or
proposed acquisition of voting securities of the licensee or affiliated
company; and
(xi) Any additional
information the Division or the Commission may request.
(b) The following activities shall be deemed
to be consistent with holding voting securities for investment purposes only
pursuant to (a) (ii) of this regulation:
(i)
Voting, directly or indirectly, through the delivery of a proxy furnished by
the board of directors, on all matters voted on by the holders of such voting
securities;
(ii) Serving as a
member of any committee of creditors or security holders formed in connection
with a debt restructuring;
(iii)
Nominating any candidate for election or appointment to the board of directors
in connection with a debt restructuring;
(iv) Accepting appointment or election as a
member of the board of directors in connection with a debt restructuring and
serving in that capacity until the conclusion of the member's term;
(v) Making financial and other inquiries of
management of the type normally made by securities analysts for information
purposes and not to cause a change in its management, policies or operations;
and
(vi) Such other activities as
the Commission may determine to be consistent with such investment
intent.
(5) A
person who acquires beneficial ownership of any voting security in a licensee
or holding company or intermediary company of any licensee created under the
laws of a foreign country shall file such reports as the Commission may
prescribe and is subject to such a finding of suitability.
(6) Any person found unsuitable by the
Commission shall not hold directly or indirectly the beneficial ownership of
any voting security of a licensee or holding company or intermediary company
thereof beyond that period of time prescribed by the Commission, and must be
removed immediately from any position as a director, officer or employee of
such licensee or holding company or intermediary company thereof.
(7) The provisions of subsections (1), (2)
and (3) of this regulation shall not apply to any underwriter during the course
of an underwriting, but no longer than 90 days after the beginning of such
underwriting.
30-4.510
Powers of Commission.
The Commission may determine, upon its own motion or the
recommendation of the Division, at the time of initial application for
licensure or for any direct or indirect ownership interest in a licensee, or at
any time thereafter that the public interest and the purposes of the Colorado
Limited Gaming Act require that any individual who has a material relationship
to, or material involvement with, a licensee or affiliated company thereof must
apply for a finding of suitability by the Commission or apply for a key
employee license. A person may be deemed to have a material relationship to, or
material involvement with, a corporation if he is a director, officer,
controlling person or key employee of the corporation, or if he, as an agent,
consultant, advisor or otherwise, exercises a significant influence upon the
management or affairs of the corporation. The foregoing powers of the
Commission are not limited to individuals having a formal and direct
involvement or relationship with a licensee nor to individuals who are
beneficial owners of any stated percentage of the securities of a publicly
traded corporation.
30-4.511
Prescribed Activities with Respect to "Unsuitable" Persons.
(1) In refusing to grant approval for the
transfer of an interest or other involvement with a licensee, the Commission
may determine that an individual or person is unsuitable. In reviewing an
application for licensure, the Commission may determine that an individual or
person is unsuitable.
(2) The
Commission may determine a licensee or affiliated company thereof to be
unsuitable, or take other disciplinary action, if the licensee or affiliated
company thereof, after the Commission serves notice to the licensee or
affiliated company thereof, that a person is unsuitable to be a stockholder or
to have any other direct or indirect relationship or involvement with such
licensee or affiliated company thereof:
(a)
Pays to any person found to be unsuitable any dividend or interest upon any
voting securities or any payment or distribution of any kind whatsoever except
as permitted by Paragraph (d) of this regulation;
(b) Recognizes the exercise by any such
unsuitable person, directly or indirectly, or through any proxy, trustee or
nominee, of any voting right conferred by any securities or interest in any
securities;
(c) Pays to any such
unsuitable person any remuneration in any form for services rendered;
or
(d) Fails to pursue all lawful
efforts to require such unsuitable person to relinquish all voting securities
including, if necessary, the immediate purchase of said voting securities by
the licensee.
30-4.512
Exemptions.
(1) The Commission may, either generally or
specifically, exempt a person, a security, a transaction, or any portion
thereof, from the application of Rule 4.5 or any portion thereof if the
Commission determines that such exemption is consistent with the purposes of
the Colorado Limited Gaming Act.
(2) The Commission may by order or Rule, from
time to time, delegate to the Division the power to grant exemptions from the
application of this Rule 4.5 to the extent, and within the scope, specified in
such order or Rule.
30-4.513
Effective date.
Regulation 30-4.508 shall not apply to any licensee which has
submitted any application to the Division or Commission prior to the effective
date of this Rule 4.5. Notwithstanding the foregoing, the provisions of
Regulation 30-4.508 shall apply to all licensees on June 30, 1994, or such
later date as the Commission may prescribe.
30-4.514
Definition of ownership
interest.
(1) For purposes of Section
44-30-808, C.R.S., a person shall
not be deemed to have an "ownership interest" in a retail licensee because (a)
such person has less than a five percent ownership interest in an institutional
investor, which institutional investor has an ownership interest in a publicly
traded retail licensee or in a publicly traded affiliated company of a retail
licensee, (b) such person has five percent or more of an ownership interest in
an institutional investor, which institutional investor has less than a five
percent ownership interest in a publicly traded retail licensee or in a
publicly traded affiliated company of a retail licensee, (c) such person is an
institutional investor which has less than a five percent ownership interest in
a publicly traded retail licensee or in a publicly traded affiliated company of
a retail licensee, (d) such person is an institutional investor and possesses
voting securities of a publicly traded retail licensee or in a publicly traded
affiliated company of a retail licensee in a fiduciary capacity and not for its
own account (unless such person exercises voting rights with respect to five
percent or more of such publicly traded company's outstanding voting
securities), (e) such person is a broker or dealer registered under the 1934
Act and possesses voting securities of a publicly traded retail licensee or of
a publicly traded affiliated company of a retail licensee for the benefit of
customers and not for such person's own account and does not exercise voting
rights with respect to five percent or more of such publicly traded company's
voting securities, (f) such person is a broker or dealer registered under the
1934 Act and has an ownership interest in voting securities of a publicly
traded retail licensee or of a publicly traded affiliated company of a retail
licensee as a market maker in such voting securities (unless such person
exercises voting rights with respect to five percent or more of such
outstanding voting securities), (g) such person is an underwriter of voting
securities of a publicly traded retail licensee or of a publicly traded
affiliated company of a retail licensee and has an interest in such voting
securities during the course of an underwriting (unless such person exercises
voting rights with respect to five percent or more of such publicly traded
company's outstanding voting securities), but no longer than 90 days after the
beginning of such underwriting, or (h) such person possesses voting securities
of a publicly traded retail licensee or of a publicly traded affiliated company
of a retail licensee in such person's capacity as a book-entry transfer
facility (unless such person exercises voting rights with respect to five
percent or more of such publicly traded company's outstanding voting
securities). For the purpose of this Rule 30-4.514(1), a person shall be
considered an institutional investor, whether or not such person is a
"qualified institutional buyer" as defined by Rule 144A under the 1933 Act, as
long as such person otherwise qualifies as an "institutional investor" as
defined in Rule 30-4.501(4).
(2)
For purposes of Section
44-30-808, C.R.S., a person shall
not be deemed to have an "ownership interest" in a retail licensee if such
person's sole ownership interest in such retail licensee is through the
ownership of less than five percent of the voting securities of (a) such retail
licensee if such retail licensee is publicly traded, or (b) a publicly traded
affiliated company of such retail licensee.
(3) For purposes of Section
44-30-833, C.R.S., a person shall
not be deemed to have a "substantial interest" in a manufacturer, distributor,
operator, associated equipment supplier, or retailer licensee if such person's
sole ownership interest in such licensee is through the ownership of less than
five percent of the voting securities of (a) such licensee if such licensee is
publicly traded, or (b) a publicly traded affiliated company of such licensee
(unless such person exercises voting rights with respect to five percent or
more of such publicly traded company's outstanding voting
securities).
(4) Nothing in this
Rule 30-4-514 shall limit the authority
of the Division or Commission to investigate or require a finding of
suitability for any person involved directly or indirectly in limited
gaming.
30-4.515
Definition of interest.
For purposes of Section
44-30-401, C.R.S., a person shall
not be deemed to have an "interest" in a licensee because (a) such person has
less than a five percent ownership interest in an institutional investor, which
institutional investor has an ownership interest in a publicly traded licensee
or in a publicly traded affiliated company of a licensee, or (b) such person
has five percent or more of an ownership interest in an institutional investor,
which institutional investor has less than a five percent ownership interest in
a publicly traded licensee or in a publicly traded affiliated company of a
licensee. For purposes of this Rule 30-4.515, a person shall be considered an
institutional investor, whether or not such person is a "qualified
institutional buyer" as defined by Rule 144A under the 1933 Act, as long as
such person otherwise qualifies as an "institutional investor" as defined in
Rule 30-4.501(4).
BASIS AND PURPOSE FOR RULE 5
The purpose of Rule 5 is to establish procedures and
articulate grounds for disciplinary actions and informal resolution of
allegations of violations of the provisions of article
30 of title
44 C.R.S. or any rules and regulations
promulgated pursuant to such article, to provide procedures to impose sanctions
for violations, and to provide for certain conditions to be met for reissuance
of licenses to persons who formerly held a license. The statutory basis for
Rule 5 is found in sections
44-30-201, C.R.S.,
44-30-203, C.R.S.,
44-30-302, C.R.S.,
44-30-504, C.R.S.,
44-30-523, C.R.S.,
44-30-524, C.R.S., and
24-4-104, C.R.S.
