(b) Application for approval of acquisitions of control. An application for approval of a transaction subject to this part must contain full disclosure of all material facts relating thereto, and include to the extent applicable:

1. (1) The following information:

   1. (A) A complete list of all stockholders when it first registers, and annually thereafter, within thirty (30) days after the annual meeting of the stockholders of the corporation, showing the number of shares held by each;
   2. (B) The names of all corporate officers within thirty (30) days of their appointment;
   3. (C) The names of all members of the board of directors within thirty (30) days of their election;
2. (2) The terms and provisions of the contemplated transaction;
3. (3) A statement of any contemplated management and operating changes to be effected after completion of the contemplated transaction; and
4. (4) Copies or descriptions of all material documents and correspondence filed with the Securities and Exchange Commission in connection with the contemplated transaction, if any, or, if the transaction is not subject to the Federal Securities Act, copies or descriptions of all material documents and correspondence filed with such other governmental entity charged with securities regulation, if any.

(e) Exempt transactions. Unless otherwise required by this part adopted by the Arkansas Racing Commission, the approval of the commission is not required before a publicly traded corporation that is an affiliated company may repurchase securities issued by such corporation if:

1. (1) The repurchase is made pursuant to contractual rights or arrangements, including without limitation puts and price guarantees, given the issuee of such securities or the issuee’s designee at the time of the original issuance of the security;
2. (2) The repurchase is made for purposes of compromising a bona fide dispute with a security holder arising from the original issuance of such securities;
3. (3) The repurchase is made pursuant to calls or redemptions of any securities in accordance with the terms and conditions of the governing instruments of such securities;
4. (4) The repurchase involves securities evidenced by a scrip certificate, order form, or similar document that represents a fractional interest in a share of stock or similar securities;
5. (5) The repurchase is made pursuant to a statutory procedure for the purchase of dissenting security holders’ securities;
6. (6) The repurchase is made in order to comply with any court or administrative order;
7. (7) The repurchase is made in accordance with or to effectuate the provisions of any employee compensation arrangement, employee stock plan, or employee benefit program including, without limitation, an employee stock ownership plan or to eliminate or cancel outstanding employee stock options or create a disposition for federal income tax purposes as to securities acquired as a result of the exercise of an employee incentive stock option as defined under the Internal Revenue Code;
8. (8) The repurchase involves a transaction or series of related transactions occurring within a fiscal quarter in which the aggregate price of the securities purchased is less than the greater of one million dollars ($1,000,000) or five percent (5%) of the consolidated net worth of the corporation purchasing the securities determined using the most recent audited financial statements of the corporation or the financial statements most recently filed by the corporation with the Securities and Exchange Commission; or
9. (9) The repurchase is made pursuant to a publicly announced open market securities repurchase program in which the price and other terms of sale are not negotiated between the purchaser and seller.

(f) Application for approval of recapitalization plan or exceptional securities repurchases. An application for approval of a plan of recapitalization subject to this part or an exceptional repurchase of securities subject to this part must contain full disclosure of all material facts relating thereto, and include to the extent applicable:

1. (1) The terms and provisions of the contemplated transaction;
2. (2) A statement of any contemplated management and operating changes to be effected after completion of the contemplated transaction;
3. (3) An analysis showing on a pro forma basis the effect of the transaction on the financial statements of the publicly traded corporation that is an affiliated company;
4. (4) A general description of the source of funds for the purchase and any financing arrangements;
5. (5) Copies or descriptions of all material documents and correspondence filed with the Securities and Exchange Commission in connection with the contemplated transaction, if any, or, if the transaction is not subject to the Federal Securities Act, copies or descriptions of all material documents and correspondence filed with any other governmental entity charged with securities regulation; and
6. (6) Any other documents, papers, reports, or other information deemed relevant by the Arkansas Racing Commission.