Mo. Code Regs. tit. 11 § 45-4.200

Current through Register Vol. 49, No.12, June 17, 2024

Section 11 CSR 45-4.200 - Supplier's License

PURPOSE: This amendment updates the terminology for "key business entity."

(1) A supplier's license is required of persons who or entities which manufacture, sell, or lease gaming equipment, gaming supplies, or both; or provide gaming equipment maintenance or repair; or provide testing services on gaming related equipment, components, peripherals, or systems; or provide services on the gaming floor that relate to gaming equipment of a Class A or Class B licensee, or other items directed by the commission; unless exempted by the executive director. Additionally the executive director may waive or modify licensing fees and requirements. Such waiver, modification, or exemption shall not be applicable for testing laboratories.

(2) An application for a supplier's license shall be made on a form obtained from the commission. Each supplier license applicant must submit the Supplier's License Application Form for itself, a key person/key business entity and Level I application for each individual key person associated with the application and a Supplier's License Application Form for each key business entity associated with the applicant. The applicant must also submit Personal Disclosure Form II for any other person or entity (other than occupational licensees) associated with the applicant in any way, who is required by the commission or the director to execute such forms, which forms shall become part of the supplier application along with the key person/key business entity forms. A copy of all necessary forms is available for public inspection at the offices of the commission and online at the commission's web site.

(3) Applications shall include:

(A) The name, address and telephone number of the applicant;

(B) Federal Employer Identification Number or Social Security Number;

(C) The name, position, address, telephone number, and authorized signature of the chief administrative officer;

(D) Name, position, address, telephone number, and authorized signature of the registered agent, legal service representative and accounting, banking and financial service representative;

(E) A key person/key business entity and Level I application for each key person;

(F) A complete description of applicant's business and products, including forms to be used by applicant in Missouri for lease, purchase, or service;

(G) Any agreements or understanding which the applicant has entered into for the payment of fees, rents, salaries, or other compensation by the applicant or to the applicant. If the agreements or understandings are written, copies of the written documents must accompany the application. If the agreement or understanding is oral, the terms shall be reduced to writing and must accompany the application. Should the agreement or understanding be contingent in nature, the applicant shall disclose the nature of the contingency;

(H) The applicant's full name and the type of organizational structure under which the organization operates, including the identity of any key persons;

(I) If the applicant is an individual, the license application must disclose-

1. The applicant's legal name;

2. Whether the applicant is a United States citizen;

3. Any alias(es) or business name(s) which have ever been or are being used by the applicant; and

4. Copies of the state and federal tax returns for the past five (5) years;

(J) If the applicant is a corporation, the application must disclose-

1. The applicant's full corporate name and any trade names or fictitious names used by the applicant in this or any other jurisdiction;

2. The jurisdiction and date of incorporation;

3. The date the applicant commenced doing business in Missouri, if any, and if the applicant is incorporated in any jurisdiction other than Missouri, a copy of the applicant's certificate or authority to do business in Missouri;

4. Copies of each of the following:

A. Articles of Incorporation;

B. Bylaws;

C. Federal corporate tax returns for the past five (5) years; and

D. State corporate tax returns for the past five (5) years;

5. Whether the applicant is publicly held as defined by the rules of the Securities and Exchange Commission;

6. All the classes of stock authorized by the Articles of Incorporation. As to each class, the applicant shall disclose-

A. The number of shares authorized;

B. The number of shares issued;

C. The number of shares outstanding;

D. The par value of each share;

E. The issue price of each share;

F. The current market price of each share;

G. The number of shareholders currently listed on the corporate books; and

H. The terms, rights, privileges and other information each class of stock possesses;

7. If the applicant has any other obligations or securities, authorized or outstanding, which bear voting rights, either absolutely or upon any contingency, together with the nature of the obligations. In addition, the following shall be disclosed for each obligation:

A. The face or par value;

B. The number of units authorized;

C. The number of units outstanding; and

D. Any conditions upon which the units may be voted;

8. The names and addresses of the directors. As to each director, the following information shall be included: the number of shares held of record as of the application date-

A. If the officer owns no shares, the application shall so state; and

B. Ownership of shares shall include beneficial owner(s). Beneficial ownership includes, but is not limited to, record ownership and:

1) Stock or other ownership in one (1) or more entities in a chain of parent and subsidiary or affiliated entities, any one (1) of which participates in the capital or profits of a licensee, regardless of the percentage of ownership involved; or

2) Any interest which entitles a person to benefits substantially equivalent to ownership by reason of any contract, understanding, relationship, agreement, or other arrangement even though the person is not the record owner. Unless there are special circumstances, securities held by an individual's spouse or relatives, including children, living in the home, who are beneficially owned by the individual;

9. The names and addresses of the officers of the applicant. As to each officer, the following information shall be included: the number of shares held on record as of the application date.

A. If the officer owns no shares, the application shall so state; and

B. Ownership of shares shall include beneficial owners. Beneficial ownership includes, but is not limited to, record ownership and:

10. The names, in alphabetical order, and addresses of each record stockholder of the corporation. Stockholder shall mean record owners as defined in (3)(J)9.B. above. The applicant shall also include a percentage of the voting shares of stock owned by each record stockholder;

11. Each jurisdiction, including the United States, for which the corporation has met filing and disclosure requirements of state securities registration and filing laws, the Securities Act of 1933 or the Securities and Exchange Act of 1934. The applicant shall include the most recent registration statement and annual report filed with the Securities and Exchange Commission and each state in which the corporation has registered or filed the report. If the applicant has not registered or filed any statements with the Commissioner of Securities of the Secretary of State of Missouri, the applicant must state the reason the filing has not been made, including specific reference to the exemption or exception upon which the applicant relies for not filing with the Commissioner of Securities of the Secretary of State of Missouri; and

(K) If the applicant is an organization other than a corporation, the following information must be disclosed:

1. The applicant's full name including any trade names or fictitious names currently in use by the applicant in Missouri or any other jurisdiction;

2. The jurisdiction in which the applicant is organized;

3. Copies of any written agreement, constitution, or other document creating or governing the applicant's organization or powers of organization;

4. The date the applicant commenced doing business in Missouri.

A. If the applicant is organized under laws other than Missouri laws, a copy of the authorization of Missouri to do business in Missouri;

B. If no authorization to do business in Missouri has been obtained, the applicant must state the reason the authorization has not been obtained;

5. The applicant's federal and state tax returns for the past five (5) years;

6. The general nature of the applicant's business;

7. The names and addresses of each partner, officer, or other person having or sharing policy-making authority who is a key person. As to each such person, the applicant must disclose-the nature and extent of any ownership interest-

A. Ownership interest shall include any beneficial owner. Beneficial ownership includes, but is not limited to, record ownership and:

B. Any voting interest, whether absolute or contingent, and the terms upon which the interest may be voted; and

8. The names, in alphabetical order, and addresses of any individual or other entity holding a record or beneficial ownership in the application. Beneficial ownership includes, but is not limited to, record ownership and:

2) Any interest which entitles a person to benefits substantially equivalent to ownership by reason of any contract, understanding, relationship, agreement or other arrangement even though the person is not the record owner. Unless there are special circumstances, securities held by an individual's spouse or relatives, including children, living in the home, who are beneficially owned by the individual. The following information shall be given concerning each individual:

A. The nature of the ownership interest;

B. Whether the ownership interest carries a vote and the terms upon which the interest may be voted; and

C. The percentage of ownership;

(L) 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 the control. If the controlling entity is not an individual, the information required by this rule for the corporation or partnership or other organization controlling the applicant must be disclosed;

(M) Whether applicant or any key person/key business entity currently holds, has ever held or applied for, a license or permit issued by a governmental authority to own or supply gaming equipment or operate a gaming facility or conduct any aspect of gambling. If the applicant has held or holds a license or permit, the applicant must disclose-

1. The identity of the license or permit holder;

2. The jurisdiction issuing the license or permit;

3. The nature of the license or permit; and

4. The dates of issuance and termination, if any;

(N) Whether any person currently serving, or any person who within the past two (2) years has served, as a member of the commission, an employee of the commission, a member of the general assembly, or as an elected official of the state, or if any city or county in the state in which licensing or excursion gambling boats have been approved, has any ownership interest in the applicant;

(O) The applicant must disclose names and titles of all public officials, or officers of any unit of government, and relatives of the public officials or officers who, directly or indirectly, own any financial interest in, have any beneficial interest in, or are the creditors of, or hold any debt instrument issued by, or hold or have any interest in any contractual or service relationship with applicant; and

(P) The applicant must disclose all political contributions, loans, donations, or other payments of one hundred dollars ($100) or more, that the applicant has made directly or indirectly to any candidate or office holder, within five (5) years prior to application.

(4)The applicant must disclose with respect to the applicant and all key persons/key business entities-

(A) Complete information about whether the individual or entity has been or currently is a party to a lawsuit, including, but not limited to:

1. Bankruptcies, whether voluntary or involuntary, or any other proceeding or formal process to adjust, deter, suspend, or otherwise work out payment of any debt;

2. Criminal proceedings;

3. Any other civil proceeding, including disputes over filings concerning the payment of any required tax;

4. Any administrative proceeding where an individual or entity has had a supplier, gambling or other business or professional license or permit revoked, suspended, restricted, denied or the renewal of that license denied or has been a party in any proceeding to do so. If any applicant or entity has been involved in a proceeding, the applicant must disclose-

A. The licensing authority and location;

B. The date of commencement;

C. The circumstances;

D. The date of decision; and

E. The result;

5. Any administrative or judicial proceeding of the violation of a statute or rule relating to unfair labor practices, discrimination, or gambling. If any individual or entity has been involved in any proceeding, the applicant must disclose-

A. The date of commencement;

B. The forum;

C. The circumstances;

D. The date of any decision; and

E. The result;

6. Any action against a government regulator of gambling. If so, the applicant must disclose-

A. The date of commencement;

B. The forum;

C. The circumstances;

D. The date of any decision; and

E. The result;

7. Whether any individual or entity has failed to satisfy any judgment, decree, or order of any administrative or judicial tribunal. If so, the applicant must disclose-

A. The date and location;

B. The circumstances surrounding the failure;

C. Whether any individual suffers from a current addiction to a controlled substance;

D. If so, the applicant must disclose the circumstances; and

E. All financial interests in the following categories:

(I) If an individual, the applicant must disclose all businesses in which applicant, applicant's spouse or applicant's children have an equity interest;

(II) If applicant is a corporation, partnership, or other business entity, the applicant must disclose all other corporations, partnerships, or business entities in which it has an equity interest including state of incorporation or registration, if applicable. This information need not be provided by a corporation, partnership, or business entity that has a pending registration statement filed with the Federal Securities and Exchange Commission;

(III) An application for a supplier license must disclose all financial interest that any officer, director or shareholder has in any entity involved in gambling. The financial interest shall include all direct and indirect interests;

(IV) The financial interests of each individual disclosed under this rule shall be set forth separately and shall include:

(a) The entity in which the financial interest exists;

(b) The nature of the financial interests;

(c) The amount of capital investment;

(d) The expected return for the current fiscal year; and

(e) Actual returns for the past five (5) years; and

(V) The applicant or licensee shall be responsible to keep its application current at all times. The applicant or licensee shall notify the commission in writing within ten (10) days of any changes to any response in the application. All updates to applications must be submitted by exhibit so that each affected exhibit is resubmitted with the updated information and with the date of resubmission. If any application update is not made in this manner, the commission may deem the update not to be effective.

(5) The commission may require an affidavit, signed on behalf of the applicant or licensee, to be submitted as an addendum to the application, regarding matters related to the applicant or licensee or the proposed supplier business, including but not limited to, the involvement of any individual in the proposed or licensed supplier business of the applicant or licensee.

11 CSR 45-4.200

AUTHORITY: section 313.004, RSMo 2000, and sections 313.805 and 313.810, RSMo Supp. 2010.* Emergency rule filed Sept. 1, 1993, effective Sept. 20, 1993, expired Jan. 17, 1994. Emergency rule filed Jan. 5, 1994, effective Jan. 18, 1994, expired Jan. 30, 1994. Original rule filed Sept. 1, 1993, effective Jan. 31, 1994. Emergency amendment filed March 2, 1995, effective March 12, 1995, expired July 9, 1995. Amended: Filed March 2, 1995, effective Aug. 30, 1995. Amended: Filed June 25, 1996, effective Feb. 28, 1997. Amended: Filed Sept. 2, 1997, effective March 30, 1998. Amended: Filed May 13, 1998, effective Oct. 30, 1998. Amended: Filed Oct. 29, 2001, effective May 30, 2002. Amended: Filed Dec. 3, 2007, effective May 30, 2008. Amended: Filed Aug. 3, 2009, effective March 30, 2010. Amended: Filed March 30, 2011 , effective Nov. 30, 2011 .

Amended by Missouri Register July 1, 2014/Volume 39, Number 13, effective 8/31/2014

*Original authority: 313.004, RSMo 1993, amended 1994; 313.805, RSMo 1991, amended 1993, 1994, 2000, 2008, 2010; and 313.810, RSMo 1991, amended 1993, 2003.