HAR §16-38-1. Definitions

As used in this chapter, and in the forms, instructions, and orders of the commissioner of securities, the following meanings shall apply to the extent that they are not inconsistent with the definitions provided in chapter 485, HRS. "Affiliate" means a person who directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with another person. "Amount" means the aggregate dollar value affixed to the shares. In the context of capitalization: number of shares x par or stated value = amount. In the context of an offering: number of shares x offering price per unit = amount. §16-38-1 38-5 "Applicant" means the issuer, dealer, investment adviser, or other person executing the application. "Application" means the form prescribed by the commissioner, and includes any other paper, exhibit, amendment, or document filed pursuant to chapter 485, HRS, in connection with the registration of a security, dealer, salesperson, investment adviser, or investment adviser representative. "Branch office" means any branch office, sales office, or office of supervisory jurisdiction that is listed on Schedule E to Form BD or on Schedule D to Form ADV or any location in this State that is held out to the public as a place of business of a dealer, investment adviser, or federal covered adviser. "CFR" means the Code of Federal Regulations, as amended. "Certificate of interest or participation in any profit-sharing agreement" shall not include any interest in a general partnership or joint venture where the interest is not assignable without the consent of all the other members and where all the members participate directly in managing the partnership or joint venture. "Code" means the Internal Revenue Code of 1986, as amended. "Commissioner" means the state commissioner of securities. "Compensation" as used in the definition of "investment adviser" in section 485- 1(6), HRS, shall include, but not be limited to, a salary, flat fee, or any periodic retainer fee. "Control" or "controlling person" means possession of the power, authority, or means to engage in the management or policymaking functions of a person, directly or indirectly, through ownership of securities, by contract or otherwise. A person owning at least twenty-five per cent of the outstanding voting securities of another shall be presumed to be a "controlling person." Any presumption may be rebutted by evidence but shall continue until a determination to the contrary has been made by the commissioner. "CRD" means the Central Registration Depository of the NASD. "IARD" means the Internet-based Investment Adviser Registration Depository operated by the NASD to receive and store filings and collect related fees from investment advisers and investment adviser representatives on behalf of the commissioner. "Insider" means every controlling person of another, including every officer, director, partner or trustee, or individual occupying similar status or performing similar functions, and every promoter (if the organization took place within three years from date of application). "Institutional buyer." For purposes of section 485-6(8), HRS, "institutional buyer" includes any organization within the scope of section 501(c)(3) of the Code. §16-38-1 38-6 "Isolated transaction" means an offer or sale of a security or securities, whether effected through a dealer or not, where the number of persons solicited in this State in any one twelve-month period on behalf of the seller with respect to the securities shall not exceed twenty-five. “NASAA” means the North American Securities Administrators Association. "NASD" means the National Association of Securities Dealers, Inc. "Officer" means a president, vice president, secretary, treasurer, or any other person performing similar functions with respect to any organization, whether incorporated or unincorporated. "Organization" means a corporation, partnership, trust, association, joint venture, syndicate, limited liability company, and any other form of business entity. "Parent" means an affiliate controlling another person. "Predecessor" means a person, a major portion of whose business, assets, or control has been acquired by another. "Promoter" means a person who, acting alone or in conjunction with others, takes the initiative in founding, organizing, or incorporating the business or enterprise of an issuer. "Prospectus" means a document meeting the applicable requirements of chapter 485, HRS. "Public offering" means any security offered for sale to the general public: (1) If it is advertised for sale in any newspaper, magazine, periodical, or other publication, or by means of a prospectus, offering circular, pamphlet, brochure, dodger, or addressed or unaddressed written or printed communication intended for public distribution or information; or (2) Where solicitation is made by billboard, window display, or use of phonographic or other recording, radio, television, or any public demonstration or explanation by any similar device. "Registrant" means an applicant whose registration of securities has become effective or whose registration has been approved under chapter 485, HRS. "Registration statement" means the application to register securities with the commissioner. "SCOR" means small company offering registration. "SEC" means the U.S. Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended. "Securities Exchange Act" means the Securities Exchange Act of 1934, as amended. "Share" means a share of stock or unit of investment in a corporation, or a unit of interest in an unincorporated person. §16-38-1 38-7 "State" means the State of Hawaii. "Subsidiary" means an affiliate controlled by another person. "Underwriter" means a dealer who participates in the distribution of a security, in connection with a public offering, either as a purchaser with a view to offer for resale, or one who undertakes to offer or sell, directly or indirectly, for an issuer. [Eff 6/4/70; am and ren §16-38-1, 7/30/81; am and comp 10/12/85; am and comp 4/14/03] (Auth: HRS §485-2) (Imp: HRS §§485-1, 485-6)