New Jersey Administrative Code
Title 13 - LAW AND PUBLIC SAFETY
Chapter 69A - APPLICATIONS
Subchapter 5 - FORMS
Section 13:69A-5.6 - Business Entity Disclosure Form-Casino Company; Casino Holding and Intermediary Company
Universal Citation: NJ Admin Code 13:69A-5.6
Current through Register Vol. 56, No. 18, September 16, 2024
(a) A Business Entity Disclosure Form (BED) shall be in a format prescribed by the Division and may require the applicant to provide the following information:
1. The name, title, phone number and e-mail
address of a person to be contacted in reference to the application;
2. The current or former official and trade
names used by the business entity, and the dates of use;
3. The reason for filing, including the name
of the license applicant and the type of license sought and, if the license
applicant is other than the business entity, the nature of the business
entity's relationship to the license applicant;
4. The date and place of incorporation or
formation;
5. The current or former
business addresses and website of the business entity with relevant time
frames;
6. A description of the
present and any former business engaged in by the business entity and its
holding companies, subsidiaries and intermediary companies including, but not
limited to:
i. Competitive conditions in the
industry;
ii. The principal
products produced, services rendered and methods of distribution;
iii. Information about raw materials
essential to the business entity's operations;
iv. Information relating to intellectual
property rights;
v. A description
of any material changes to the business entity's mode of conducting business;
and
vi. A description of any former
business the business entity was engaged in during the last 10-year period and
the reasons for the cessation of such business, including relevant time
frames;
7. The name,
last known address, occupation and date of birth of each incorporator or
founding member;
8. The name, home
address, business address, date of birth, occupation and title of current and
former directors, and trustees and the dates such position was held during the
last 10 years and reason for leaving;
9. The name, home address, business address,
date of birth and title of current officers of the business entity, and the
dates of office;
10. The name, last
known home address, current business address, date of birth and occupation of
former officers of the business entity for the last 10 years, and the dates of
office;
11. The annual compensation
of officers;
12. The name, business
address, date of birth and position of each person, other than an officer, who
receives annual compensation of more than $ 100,000, and the length of time
employed and amount of compensation;
13. A description of all bonus, profit
sharing, pension, retirement, deferred compensation or similar plans;
14. A description of the nature, type, number
of shares, terms, conditions, rights and privileges of all classes of
securities or other ownership interests issued or to be issued including the
number of shares of each class authorized or to be authorized and the number of
shares of each class outstanding;
15. The name, home address and date of birth
of each shareholder, the class held, number of shares held and the percentage
of outstanding voting or non-voting securities or other ownership interest
held;
16. A description of the
nature, type, terms, covenants, conditions and priorities of all outstanding
debt and security devices utilized by the business entity;
17. The name, address and date of birth of
each person holding the debt or security devices in (a)16 above, the type of
debt instrument held, the original debt amount and current balance;
18. A description of the nature, type, terms
and conditions of all securities options, including the title and amount of
securities subject to option, the name and address of each option holder and
the market value at the time of issuance;
19. The following information for each
account for the last 10 years held in the name of the business entity or its
nominee, or otherwise under the direct or indirect control of the business
entity:
i. The name and address of the bank,
savings and loan or other financial institution whether foreign or
domestic;
ii. The type of
account;
iii. The account number;
and
iv. The dates held;
20. The name and address of all
persons with whom the business entity has contracts or agreements of $ 100,000
or more in value, including employment contracts of more than one-year
duration, or who have supplied goods and services within the past six months,
and the nature of such contract or the goods and service provided;
21. The name and address of each company in
which the business entity holds securities or other ownership interest, type of
securities or other ownership interest held, purchase price per share or
interest, number of shares held, and percentage of ownership, if more than five
percent;
22. Information regarding
any transaction within the last five years involving a change in the beneficial
ownership of the business entity's equity securities on the part of any current
or former director, officer or beneficial owner of more than 10 percent of any
class of equity security;
23. A
description of any civil, criminal, administrative and investigatory
proceedings in any jurisdiction, for the business entity and each director,
trustee or officer as follows:
i. Any arrest,
indictment, charge or conviction for any criminal or disorderly persons
offense;
ii. Any criminal
proceeding in which such person has been a party or has been named as an
unindicted co-conspirator;
iii.
Existing civil litigation to which the business entity is a party, if damages
are reasonably expected to exceed $ 100,000, except for claims covered by
insurance;
iv. Any judgment, order,
consent decree or consent order entered against the business entity pertaining
to a violation or alleged violation of the Federal antitrust, trade regulation
or securities laws or similar laws of any jurisdiction; and
v. Any judgment, order, consent decree or
consent order entered against the business entity pertaining to a violation or
alleged violation of any other state or Federal statute, regulation or code
which resulted in the imposition of a fine or penalty of $ 50,000 or more
within the past 10 years;
24. For the business entity and any holding
or intermediary company, information regarding any judgments or petitions for
bankruptcy or insolvency and any relief sought under any provision of the
Federal Bankruptcy Act or any state insolvency law; and any receiver, fiscal
agent, trustee or similar officer appointed for the property or business of the
business entity or any holding or intermediary company within the last 10
years;
25. During the last 10-year
period, whether the business entity has had any license or certificate denied,
suspended or revoked by any government agency in this State or any other
jurisdiction, the nature of such license or certificate, the agency and its
location, the date of such action, the reasons therefore and the facts related
thereto;
26. During the last
10-year period, whether the business entity or any director, officer, employee
or any person acting for or on behalf of the business entity has made any
bribes or kickbacks or made payments alleged to have been bribes or kickbacks
to any employee, company, organization or government official, foreign or
domestic, to obtain favorable treatment or to obtain a competitive
advantage;
27. During the last
10-year period, whether the business entity, its parent, any subsidiary or
related entity or individual has:
i. Donated
or loaned the business entity's funds or property for the use or benefit of or
in opposing any government, political party, candidate or committee either
foreign or domestic;
ii. Made any
loans, donations or disbursements to its directors, officers or employees for
the purpose of making political contributions or reimbursing such individuals
for political contributions either foreign or domestic; or
iii. Maintained a bank account or other
account, either foreign or domestic, not reflected on the books or records of
the business entity, or maintained any account in the name of a nominee of the
business entity;
28. The
names and addresses of any current or former directors, officers, employees or
third parties who would have knowledge or information concerning (a)27i through
iii above;
29. A copy of each of
the following:
i. Annual reports to
shareholders for the last five years;
ii. Any annual reports prepared within the
last five years on Form 10K pursuant to Sections 13 or 15d of the Securities
Exchange Act of 1934;
iii. An
audited financial statement for the last fiscal year, including, without
limitation, an income statement, balance sheet and statement of sources and
application of funds, and all notes to such statements and related financial
schedules;
iv. Copies of all annual
financial statements prepared in the last five fiscal years, any exceptions
taken to such statements by an independent auditor retained by the business
entity and the management response thereto;
v. The most recent quarterly unaudited
financial statement prepared by or for the business entity which, if the
business entity is registered with the Securities Exchange Commission (SEC),
may be satisfied by providing a copy of the most recently filed Form
10Q;
vi. Any current report
prepared due to a change in control of the business entity, acquisition or
disposition of assets, bankruptcy or receivership proceedings, changes in the
business entity's certifying accountant, or other material events, which, if
the business entity is registered with the SEC, may be satisfied by providing a
copy of the most recent filed Form 8K;
vii. The most recent Proxy or Information
Statement filed pursuant to Section 14 of the Securities Exchange Act of
1934;
viii. Registration Statements
filed in the last five years pursuant to the Securities Act of 1933;
ix. All reports and correspondence not
otherwise submitted in the last five years by independent auditors for the
business entity which pertain to the issuance of financial statements,
managerial advisory services or internal control recommendations; and
x. The name, address and telephone number of
the current outside auditor(s);
30. A certified copy of the articles of
incorporation, charter and bylaws, and all amendments and proposed amendments
thereto;
31. If a business entity:
i. A current ownership organization chart of
the business entity, its parent company and each subsidiary of the business
entity; and
ii. A functional table
of organization for the business entity, including position descriptions and
the names of persons holding each position;
32. If a corporation, copies of Internal
Revenue Service Forms 1120 (Corporate Income Tax Return) and 941 (Employer's
Quarterly Federal Tax Return) filed for the last five years;
33. If a partnership, copies of Internal
Revenue Service Forms 1065 (Partnership Return Form) and 941 (Employer's
Quarterly Federal Tax Return) filed for the last five years;
34. If a limited liability company, copies of
its Federal returns for the last five years; and
35. A listing of any records, documents or
other information submitted as appendices to the BED.
(b) In addition to the information in (a) above, a completed BED may include the following documents, which shall be dated and signed by the president, chief executive officer, partner, general partner or sole proprietor, and notarized:
1.
A Release Authorization directing all courts, probation departments, selective
service boards, employers, educational institutions, banks, financial and other
institutions and all governmental agencies Federal, state and local, both
foreign and domestic, to release any and all information pertaining to the
business entity as requested by the Division;
2. A waiver of liability as to the State and
its instrumentalities and agents for any damages resulting to the business
entity from any disclosure or publication of information acquired during the
license or investigation process, in accordance with N.J.S.A.
5:12-80b;
3. Consent to inspection,
searches and seizures and the supplying of handwriting exemplars, in accordance
with N.J.S.A. 5:12-80c; and
4. An
affidavit of truth.
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