Business Entity Disclosure Form - Category 1 and Category 2 Entity Applicants and Holding/

Intermediary Companies (1) A BED shall be in the format prescribed by the commission and may require the applicant to provide the following information and such additional information as the commission may, in its discretion, determine: (a) The name, title, phone number and e-mail address of a person to be contacted in reference to the application; (b) The current or former official trade names used by the business entity, and the dates of use; (c) The name of the license applicant and, if the applicant is other than the applicant business entity, the nature of the applicant's business entity's relationship to the license applicant; (d) The date of incorporation or formation; (e) The current or former business addresses and website of the business entity with relevant time frames; (f) A description of the present and former businesses engaged in by the business entity and its holding companies, subsidiaries and intermediary companies, including, but not limited to: 1. Competitive conditions in the industry; 2. The principal products produced, services rendered and methods of distribution; 3. Information about raw materials essential to the business entity's operation; 4. Information relating to intellectual property rights; 5. A description of any material changes to the business entity's mode of conducting business; 6. A description of any former business the business entity was engaged in during the last ten years 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, race, gender, ethnicity and title of current and former directors, and trustees and the dates such position was held during the ten years and reason for leaving; 9. The name, home address, business address, date of birth, race, gender, ethnicity 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 for the business entity for the last ten 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 $250,000.00 and the length of time employed and amount of compensation; 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 interest 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; 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. Other than for a publicly traded corporation unless specifically required by the commission on the bureau, the name, address and date of birth of each person holding the debt or security devices in 205 CMR 111.02(1)(f)16., 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 or the last ten years held in the name of the business entity or its nominee, or otherwise under the direct or indirect control of the business entity: a. The name and address of the bank, savings and loan or other financial institution; b. The type of account; c. The account number; and d. The dates held; 20. Other than for a publicly traded corporation unless specifically required by the commission on the bureau, the name and address of all persons with whom the business entity has contracts or agreements of $250,000.00 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 services 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 5%; 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% 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: a. Any arrest, indictment, charge or conviction for any criminal or disorderly persons offense; b. Any criminal proceeding in which such person has been a party or has been named as an unindicted co-conspirator; c. Existing civil litigation to which the business entity is a party, if damages are reasonably expected to exceed $250,000.00; d. 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 e. 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 $50,000.00 or more within the past ten years; 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 ten years; During the last ten years, whether the business entity has had any license or certificate denied, suspended or revoked by any government agency in Massachusetts 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; During the last ten years, whether the business entity or any director, officer, employee or any person acting for or on behalf of the business entity has made any payments, bribes or kickbacks to any employee, company, organization or government official, foreign or domestic, and regardless of whether such incident or incidents was lawful in the jurisdiction of its occurrence, to obtain favorable treatment or to obtain a competitive advantage; 27. During the last ten years, whether the business entity, its parent, any subsidiary or related entity or individual has: a. 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; b. 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 c. 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 of former directors, officers, employees or third parties who would have knowledge or information concerning 205 CMR 111.02(1)(f)27.c.; 29. A copy of the following: a. Annual reports to shareholder for the last five years; b. Any annual reports prepared within the last five years on Form 10K pursuant to the Securities Exchange Act of 1934, §§ 13 or 15d; c. 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; d. 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; e. 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; f. 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; g. The most recent Proxy or Information Statement filed pursuant to the Securities Exchange Act of 1934, § 14; h. Registration Statements filed in the last five years pursuant to the Securities Act of 1933; i. 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; j. The name, address and telephone number of the current outside auditor(s); A certified copy of the articles of incorporation, charter and bylaws, and all amendments and proposed amendments thereto; 31. If a business entity: a. A current ownership organization chart of the business entity, its parent company and each subsidiary of the business entity; b. A functional table of organization for the business entity, including position descriptions and the names of persons holding such positions; 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 (2) In addition to the information in 205 CMR 111.02(1), a completed BED shall include the following documents, which shall be dated and signed by the president, chief executive officer, partner, general partner or sole proprietor, and notarized: (a) 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 commission, the bureau, and their agents and employees; (b) A waiver of liability as to the Commonwealth of Massachusetts and its instrumentalities and agents for any damages resulting from any disclosure and publication of information acquired during the license or investigation process; (c) Consent to inspection, searches and seizures and the supplying of handwriting exemplars; and (d) A signed, dated and notarized affidavit.