OAR 836-200-0030: Form 10 K and Other Financial Stability Filings

(1) As provided in ORS 646.267, a registrant or applicant for registration may submit as proof of financial stability its own most recent Form 10-K that is filed with the Securities and Exchange Commission or, if the obligor's financial statements are consolidated with those of its parent company, may file the most recent Form 10-K of its parent company. (2) A registrant or applicant for registration that is incorporated in another country may submit as proof of financial stability its own most recent Form 20-F or Form 40-F that is filed with the Securities and Exchange Commissioner, or may file the most recent Form 20-F or Form 40-F of its parent company if the obligor's financial statements are consolidated with those of its parent company, if the Form 20-F or Form 40-F shows a net worth of the obligor or its parent of at least $100 million in United States funds. (3) A registrant or applicant for registration that is incorporated in another country that is a signing party to the North American Free Trade Agreement may submit as proof of financial stability its own most recent filing in its domiciliary country that the Securities and Exchange Commission recognizes as equivalent to the Form 10-K. If the parent company of the registrant or applicant is incorporated in another country that is a signing party to the North American Free Trade Agreement, the registrant or applicant may file the most recent filing by its parent company in the domiciliary country that the Securities and Exchange Commission recognizes as equivalent to the Form 10-K. A filing described in this section (3) is acceptable as proof of financial stability only if the filing shows a net worth of the obligor or its parent of at least $100 million in United States funds. (4) A registrant or applicant who submits the Form 10-K, Form 20-F or Form 40-F of its parent company, or submits a filing described in section (3) of this rule that is filed by its parent company must include with the filing a statement by the parent company to the effect that: (a) The company is the parent of the registrant; and (b) The parent company agrees to guarantee the obligations of the registrant relating to service contracts sold by the obligor in this state. (5) A statement described in section (4) of this rule must be signed by a director or officer of the parent company who is authorized by the parent company to sign such an agreement. (6) A statement described in section (4) of this rule, when filed as proof of financial stability, shall be considered to be signed by a person who was authorized by the parent company to sign the agreement. (7) A statement described in section (4) of this rule may be revoked by the parent company only if: (a) The registrant gives notice of the revocation not later than the 60th day before the effective date of the revocation; (b) The parent company agrees that it will continue to be liable for the obligations of the registrant relating to service contracts sold by the obligor in this state that are outstanding as of the effective date of revocation, or the registrant submits other proof satisfactory to the Director that a successor person is likewise obligated; and (c) The registrant files proof of financial stability that replaces or succeeds the proof of financial stability guaranteed by the parent company. (8) A registrant or applicant that maintains a net worth or shareholders’ equity of at least $100,000,000 but who is not required to file a Form 10-K with the Securities and Exchange Commission may file a copy of the obligor’s most recently audited annual financial statements to satisfy the requirement of ORS 646.267(5)(a), instead of the Form 10-K, Form 20-F or Form 40-F of its parent company or the filing described in section (3) of this rule. A registrant or applicant that substitutes an audited annual financial statement for a Form 10-K shall file a copy of its most recent audited annual financial statement annually with the director. The copy of the annual financial statements filed under this section shall be considered to be signed by a person who was authorized by the registrant or applicant to sign the agreement. (9) If a registrant has submitted its Form 10-K or other proof of financial stability under this rule or has submitted the parent company's Form 10-K or other proof of financial stability of the parent under this rule, the registrant or its parent company must continue to be qualified to file the Form 10-K or other proof as long as the Form 10K or other submission is relied upon as proof of financial stability. A registrant must notify the Director if the net worth of the company that filed the Form 10-K or other proof of financial stability, whether the company is itself or the parent company, falls below $100 million or if the company is no longer publicly held. (10) If a registrant goes out of business or if the registration of a registrant expires or is suspended or revoked: (a) A parent company that is bound by a statement described in section (4) of this rule continues to be responsible for all obligations of the registrant that are still outstanding. (b) A registrant that is qualified under section (8) of this rule continues to be responsible for all obligations of the registrant that are still outstanding. (11) For the purpose of payment under a guarantee described in this rule, an obligor fails to perform under the service contract when the obligor fails to perform as agreed in the service contract by a date that is not later than the 60th day after the date of the demand for performance or by a date specified in the service contract for performance, whichever date is earlier. (12) A registrant or applicant that is qualified under section (8) of this rule shall perform as agreed in the service contract by a date that is not later than the 60th day after the date of the demand for performance or by a date specified in the service contract for performance, whichever date is earlier. [ED. NOTE: Tables referenced are available from the agency.]