Current through Register Vol. 49, No. 13, September 23, 2024
An applicant for a Class A license must disclose:
A. The type of organizational structure of
the applicant, whether individual, business corporation, nonprofit corporation,
partnership, joint venture, trust, association, or other.
B. If the applicant is an individual, the
applicant's legal name, whether the applicant is a United States citizen, any
aliases and business names currently used by the applicant, and copies of state
and federal tax returns for the past five years.
C. If the applicant is a corporation:
(1) The applicant's full corporate name and
any trade names currently used by the applicant.
(2) The jurisdiction and date of
incorporation.
(3) The date the
applicant commenced doing business in Minnesota and, if the applicant is
incorporated outside Minnesota, a copy of the applicant's certificate of
authority to do business in Minnesota.
(4) Copies of the applicant's articles of
incorporation, bylaws, and state and federal corporate tax returns for the past
five years.
(5) The general nature
of the applicant's business.
(6)
Whether the applicant is publicly held as defined by the rules and regulations
of the Securities and Exchange Commission.
(7) The classes of stock of the applicant. As
to each class, the number of shares authorized, number issued, number
outstanding, par value per share, issue price, current market price, number of
shareholders, terms, position, rights, and privileges must be
disclosed.
(8) If the applicant has
any other obligations or securities authorized or outstanding which bear voting
rights either absolutely or upon any contingency, the nature thereof, face or
par value, number of units authorized, number outstanding, and conditions under
which they may be voted.
(9) The
names, in alphabetical order, and addresses of the directors and, in a separate
listing, officers of the applicant. As to each director and officer, the number
of shares held of record as of the application date or beneficially of each
class of stock, including stock options and subscriptions, and units held of
record or beneficially of other obligations or securities which bear voting
rights must be disclosed.
(10) The
names, in alphabetical order, and addresses of each record holder as of the
date of application or beneficial owner of shares, including stock options and
subscriptions, of the applicant or units of other obligations or securities
which bear voting rights. As to each holder of shares or units, the number and
class or type of shares or units must be disclosed.
(11) Whether the requirements of the
Securities Act of 1933 and Securities and Exchange Act of 1934, as amended, and
Securities and Exchange Commission rules and regulations have been met in
connection with issuance of applicant's securities, and copies of most recent
registration statement and annual report filed with the Securities and Exchange
Commission.
(12) Whether the
securities registration and filing requirements of the applicant's jurisdiction
of incorporation have been met, and a copy of most recent registration
statement filed with the securities regulator in that jurisdiction.
(13) Whether the securities registration and
filing requirements of the state of Minnesota have been met. If they have not,
the applicant must disclose the reasons why. The applicant must provide copies
of all securities filings with the Minnesota Department of Commerce during the
past five years.
D. If
the applicant is an organization other than a corporation:
(1) The applicant's full name and any trade
names currently used by the applicant.
(2) The jurisdiction of organization of the
applicant.
(3) The date the
applicant commenced doing business in Minnesota.
(4) Copies of any agreements creating or
governing the applicant's organization and the applicant's state and federal
tax returns for the past five years.
(5) The general nature of the applicant's
business.
(6) The names, in
alphabetical order, and addresses of any partners and officers of the applicant
and other persons who have or share policy-making authority. As to each, the
applicant must disclose the nature and extent of any ownership interest,
including options, or other voting interest, whether absolute or contingent, in
the applicant.
(7) The names, in
alphabetical order, and addresses of any individual or other entity holding a
record or beneficial ownership interest, including options, as of the date of
the application or other voting interest, whether absolute or contingent, in
the applicant. As to each, the applicant must disclose the nature and extent of
the interest.
E. If a
nonindividual record or beneficial holder of an ownership or other voting
interest of five percent or more in the applicant is identified pursuant to
item C, subitem (9) or (10) or item D, subitem (6) or (7), the applicant makes
its best effort to disclose the information required by those clauses as to
record or beneficial holders of an ownership or other voting interest of five
percent or more in that nonindividual holder. The disclosure required by those
clauses must be repeated, in turn, until all indirect individual record and
beneficial holders of ownership or other voting interests in applicant are so
identified. The term "best effort," as used in this and subsequent sections of
this chapter, means an active and serious attempt which is made in good faith,
and goes beyond due diligence, to provide the information required to be
disclosed. When an applicant is unable, despite its best effort, to provide the
information required, it shall explain fully and document its inability to do
so.
F. Whether the applicant is
directly or indirectly controlled to any extent or in any manner by another
individual or entity. If so, the applicant must disclose the identity of the
controlling entity and a description of the nature and extent of
control.
G. Any agreements or
understandings which the applicant or any individual or entity identified
pursuant to this part has entered into regarding ownership or operation of
applicant's horse racing facility, and copies of any written
agreements.
H. Any agreements or
understandings which the applicant has entered into for the payment of fees,
rents, salaries, or other compensation by the applicant, and copies of any
written agreements.
I. Whether the
applicant, any partner, director, officer, other policymaker, or holder of a
direct or indirect record or beneficial ownership interest or other voting
interest or control of five percent or more in the applicant has held or holds
a license or permit issued by a governmental authority to own and operate a
horse racing facility or conduct any aspect of horse racing or gambling. If so,
the applicant must disclose the identity of the license or permit holder,
nature of the license or permit, issuing authority, and dates of issuance and
termination.
Statutory Authority: MS s
240.23
