Kentucky Administrative Regulations
Title 808 - PUBLIC PROTECTION CABINET - DEPARTMENT OF FINANCIAL INSTITUTIONS
Chapter 10 - Securities
Section 808 KAR 10:160 - Definitions for 808 KAR Chapter 10
Universal Citation: 808 KY Admin Regs Service 10:160
Current through Register Vol. 50, No. 9, March 1, 2024
RELATES TO: KRS Chapter 292
NECESSITY, FUNCTION, AND CONFORMITY: KRS 292.500(3) authorizes the commissioner to promulgate administrative regulations necessary to carry out the provisions of KRS Chapter 292. This administrative regulation establishes the definitions for terms used in 808 KAR Chapter 10.
Section 1. Definitions.
(1) "Current financial statement" means:
(a) A balance sheet of the issuer as of a
date within four (4) months prior to the filing of the claim of
exemption;
(b) A profit and loss
statement audited by an independent, certified public accountant for the latest
fiscal year presented for:
1. The three (3)
fiscal years preceding the date of the balance sheet;
2. The period between the close of the last
fiscal year and the date of the balance sheet; or
3. The period of the issuer's and its
predecessor's existence if less than three (3) years; or
(c) If a part of the proceeds of the offering
is to be applied to the purchase of a business, the same financial statements
that would be required if that business were the issuer.
(2) "Investment intent" or "purchasing for
investment" means that:
(a) The security
shall:
1. Be kept by the purchaser as an
investment without a disposition for a period of at least one (1)
year;
2. Not be purchased with a
view to, or for resale in connection with, a distribution; and
3. Not be disposed of if the security is not
either registered or exempt from registration under KRS Chapter 292;
and
(b) The purchaser of
the security:
1. Shall be prepared to bear the
economic risk of the investment for an indefinite period of time; and
2. Has no need for liquidity of the
investment.
(3) "Promotional company" means:
(a) A corporation which does not have:
1. A substantial public market for its shares
as evidenced by the number of market makers and the trading volume;
and
2. Significant earnings;
or
(b) A corporation
which does not have:
1. A public market for
its shares; and
2. Justification
for its proposed public offering price on the basis of past earnings.
(4) "Significant
subsidiary" means a subsidiary meeting one (1) of the following conditions:
(a) The assets of the subsidiary, or the
investments in and advances to the subsidiary by the issuer and the issuer's
other subsidiaries, if any, exceed ten (10) percent of the assets of the issuer
and its subsidiaries on a consolidated basis;
(b) The sales and operating revenues of the
subsidiary exceed ten (10) percent of the sales and operating revenues of the
issuer and its subsidiaries on a consolidated basis; or
(c) The subsidiary is in control of or can
significantly influence one (1) or more other subsidiaries and, together with
those subsidiaries would, if considered in the aggregate, constitute a
significant subsidiary.
(5) "Subsidiary" means an affiliate
controlled or significantly influenced by the issuer directly or indirectly
through one (1) or more intermediaries.
STATUTORY AUTHORITY: KRS 292.500(3)
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