As used in this sub-chapter, unless the context
(1) The definitions contained in 30-10-103,
(2) "Affiliate" means a person
who, directly or indirectly through one or more intermediaries, controls or is
controlled by or is under common control with the person specified.
(3) "American depository receipt"
is a negotiable certificate issued by a U.S. depository pursuant to an
effective registration statement filed on form F-6 with the securities and
exchange commission, representing the securities of a non-U.S. company,
which securities are held in a similar type of receipt or instrument issued
with respect to a security, which receipt of instrument has been approved for
sale by order of the commissioner.
(4) "Branch office" means an
office, other than a main office but including a corporate subsidiary and any
place of business of one or more registered salespersons of a registered broker-dealer,
which is located in this state, owned or controlled by the broker-dealer,
and engaged in the securities business in this state.
(5) "Issuer of an American depository
receipt" is the non-U.S. company that issued the securities represented by
the American depository receipt.
(a) means a person who, acting alone or in
conjunction with one or more persons, directly or indirectly, takes the
initiative in founding and organizing the business or enterprise of an issuer
or an officer, directory or party owning, directly or indirectly, 5% or more of
the outstanding shares of the corporation before or immediately following the
public offering, or any affiliate of the aforesaid persons; and
not include an unaffiliated institutional purchaser who purchased its shares
more than 1 year prior to the public offering.
(7) "Promotional or developmental stage" means a corporation which has no
public market for its shares and has no significant earnings within the past 5
years (or shorter period of its existence) .
(8) "Promotional security" means:
security issued within 3 years before the date of registration in return for:
price less than 85% of the consideration for which such securities are proposed
to be sold to the public; or
(ii) services rendered, patents, copyrights, other intangibles, or real or personal
property, the actual value of which has not been established to the
satisfaction of the commissioner; or
security issued or to be issued to a promoter while a corporation is in a
promotional or developmental stage.
(9) "Sales material" means an advertisement, display, pamphlet, brochure,
form letter, article, or communication published in a newspaper, magazine, or
periodical; or script, recording, radio or television announcement, broadcast,
or commercial to be used or circulated in connection with the offer or sale of
a security to a person in this state.
(10) "Significant earnings" exist if the corporation's earnings record
over the last 5 years (or shorter period of its existence) demonstrates that
for such period the corporation's net earnings per share is 30% of the public
offering price per share (as adjusted for stock splits and stock dividends) or
the corporation has earnings per share of 5% or more of the public offering
price per share for each of any 2 consecutive years.
(11) "U.S. or foreign GAAP" are the generally accepted accounting
principles of the United States or of the foreign country in which the issuer