3 AAC 08.501 - Definitions specific to "Regulation D" procedure

(a) As used in 3 AAC 08.500 - 3 AAC 08.540, the definitions of the following terms are contained in 17 C.F.R. 230.501, as revised as of October 1, 1999, and are adopted by reference:

(1) "accredited investor;"

(2) "affiliate;"

(3) "aggregate offering price;"

(4) "business combination;"

(5) "calculation of number of purchasers;"

(6) "executive officer;"

(7) "issuer;"

(8) "purchaser representative."

(b) Unless the context indicates otherwise, in 3 AAC 08.501 - 3 AAC 08.540,

(1) "closing a sale" means that transaction under which the offeror becomes legally bound to sell the securities;

(2) repealed 4/19/2000;

(3) "permitted Alaska purchaser" means a person who, at the time the person becomes a purchaser of the securities, comes within any of the following categories or whom the issuer reasonably believes comes within any of the following categories:

(A) a natural person who purchases, in this state, at least $10,000 of the securities being offered, if the purchaser's total purchase does not exceed five percent of the purchaser's net worth at the time of purchase; the purchase must be only for cash, marketable securities, or both; the net worth of the purchaser's spouse may be included for the purpose of this subparagraph;

(B) a natural person who had an individual income in excess of $70,000 in each of the two most recent years and who reasonably expects an income in excess of $70,000 in the current year, if the amount purchased in this state does not exceed 10 percent of the person's individual income for the most recent year; the purchase must be only for cash, marketable securities, or both; the income of a spouse may be included for the purpose of this subparagraph;

(C) a limited partnership, limited liability partnership, limited liability company, partnership, corporation, trust, or other entity in which each of the equity owners, or holders of beneficial interests in the case of a trust, satisfies the requirements of (A) or (B) of this paragraph, if the amount invested by the entity would be allowable as an individual purchase by each person under (A) or (B) of this paragraph.

(c) A person who is not a registered agent, a registered state investment adviser, or a federal covered adviser in compliance with AS 45.55.040(h) and who acts as a purchaser representative, is not considered an agent, state investment adviser, or federal covered adviser if the activity as purchaser representative is merely an incidental part of the person's usual activities or occupation.

Notes

3 AAC 08.501

Eff. 5/24/84, Register 90; am 4/19/2000, Register 154

Authority:AS 45.55.110

AS 45.55.950