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Your looking for SEC Regulation S-K
http://www.law.uc.edu/CCL/regS-K/index.html
Management and Certain Security Holders
Item 401 -- Directors, Executive Officers, Promoters and Control
Persons
Item 402 -- Executive Compensation
Item 403 -- Security Ownership of Certain Beneficial Owners and
Management
Item 404 -- Certain Relationships and Related Transactions
Item 405 -- Compliance with Section 16(a) of the Exchange Act
Item 406 -- Code of ethics
Item 402 -- Executive Compensation
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General--
Treatment of specific types of issuers--
Small business issuers. A registrant that qualifies as "small business
issuer," as defined by Item 10(a)(1) of Regulation S-B, will be deemed
to comply with this item if it provides the information required by
paragraph (b) (Summary Compensation Table), paragraphs (c)(1) and
(c)(2)(i)-(v) (Option/SAR Grants Table), paragraph (d) (Aggregated
Option/SAR Exercise and Fiscal Year-End Option/SAR Value Table),
paragraph (e) (Long-Term Incentive Plan Awards Table), paragraph (g)
(Compensation of Directors), paragraph (h) (Employment Contracts,
Termination of Employment and Change in Control Arrangements) and
paragraph (i) (1) and (2) (Report on Repricing of Options/SARs) of
this item.
Foreign private issuers. A foreign private issuer will be deemed to
comply with this item if it provides the information required by Items
11 and 12 of Form 20-F, with more detailed information provided if
otherwise made publicly available.
All compensation covered. This item requires clear, concise and
understandable disclosure of all plan and non-plan compensation
awarded to, earned by, or paid to the named executive officers
designated under paragraph (a)(3) of this item, and directors covered
by paragraph (g) of this item by any person for all services rendered
in all capacities to the registrant and its subsidiaries, unless
otherwise specified in this item. Except as provided by paragraph
(a)(5) of this item, all such compensation shall be reported pursuant
to this item, even if also called for by another requirement,
including transactions between the registrant and a third party where
the primary purpose of the transaction is to furnish compensation to
any such named executive officer or director. No item reported as
compensation for one fiscal year need be reported as compensation for
a subsequent fiscal year.
Persons covered. Disclosure shall be provided pursuant to this item
for each of the following (the "named executive officers"):
All individuals serving as the registrant's chief executive officer or
acting in a similar capacity during the last completed fiscal year
("CEO"), regardless of compensation level;
The registrant's four most highly compensated executive officers other
than the CEO who were serving as executive officers at the end of the
last completed fiscal year; and
Up to two additional individuals for whom disclosure would have been
provided pursuant to paragraph (a)(3)(ii) of this item but for the
fact that the individual was not serving as an executive officer of
the registrant at the end of the last completed fiscal year.
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Instructions to Item 402(a)(3):
Determination of Most Highly Compensated Executive Officers. The
determination as to which executive officers are most highly
compensated shall be made by reference to total annual salary and
bonus for the last completed fiscal year (as required to be disclosed
pursuant to paragraph (b)(2)(iii) (A) and (B) of this item), but
including the dollar value of salary or bonus amounts forgone pursuant
to Instruction 3 to paragraph (b)(2)(iii) (A) and (B) of this item:
Provided, however, That no disclosure need be provided for any
executive officer, other than the CEO, whose total annual salary and
bonus, as so determined, does not exceed $100,000.
Inclusion of Executive Officer of Subsidiary. It may be appropriate in
certain circumstances for a registrant to include an executive officer
of a subsidiary in the disclosure required by this item. See Rule 3b-7
under the Exchange Act.
Exclusion of Executive Officer due to Unusual or Overseas
Compensation. It may be appropriate in limited circumstances for a
registrant not to include in the disclosure required by this item an
individual, other than its CEO, who is one of the registrant's most
highly compensated executive officers. Among the factors that should
be considered in determining not to name an individual are: (a) the
distribution or accrual of an unusually large amount of cash
compensation (such as a bonus or commission) that is not part of a
recurring arrangement and is unlikely to continue; and (b) the payment
of amounts of cash compensation relating to overseas assignments that
may be attributed predominantly to such assignments.
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Information for full fiscal year. If the CEO served in that capacity
during any part of a fiscal year with respect to which information is
required, information should be provided as to all of his or her
compensation for the full fiscal year. If a named executive officer
(other than the CEO) served as an executive officer of the registrant
(whether or not in the same position) during any part of a fiscal year
with respect to which information is required, information shall be
provided as to all compensation of that individual for the full fiscal
year.
Transactions with third parties reported under Item 404. This item
includes transactions between the registrant and a third party where
the primary purpose of the transaction is to furnish compensation to a
named executive officer. No information need be given in response to
any paragraph of this item, other than paragraph (j), as to any such
third-party transaction if the transaction has been reported in
response to Item 404 of Regulation S-K.
Omission of table or column. A table or column may be omitted, if
there has been no compensation awarded to, earned by or paid to any of
the named executives required to be reported in that table or column
in any fiscal year covered by that table.
Definitions. For purposes of this item:
The term stock appreciation rights (SARs) refers to SARs payable in
cash or stock, including SARs payable in cash or stock at the election
of the registrant or a named executive officer.
The term plan includes, but is not limited to, the following: Any
plan, contract, authorization or arrangement, whether or not set forth
in any formal documents, pursuant to which the following may be
received: cash, stock, restricted stock or restricted stock units,
phantom stock, stock options, SARs, stock options in tandem with SARs,
warrants, convertible securities, performance units and performance
shares, and similar instruments. A plan may be applicable to one
person. Registrants may omit information regarding group life, health,
hospitalization, medical reimbursement or relocation plans that do not
discriminate in scope, terms or operation, in favor of executive
officers or directors of the registrant and that are available
generally to all salaried employees.
The term long-term incentive plan means any plan providing
compensation intended to serve as incentive for performance to occur
over a period longer than one fiscal year, whether such performance is
measured by reference to financial performance of the registrant or an
affiliate, the registrant's stock price, or any other measure, but
excluding restricted stock, stock option and SAR plans.
Location of specified information. The information required by
paragraphs (i), (k) and (l) of this item need not be provided in any
filings other than a registrant proxy or information statement
relating to an annual meeting of security holders at which directors
are to be elected (or special meeting or written consents in lieu of
such meeting). Such information will not be deemed to be incorporated
by reference into any filing under the Securities Act or the Exchange
Act, except to the extent that the registrant specifically
incorporates it by reference.
Liability for specified information. The information required by
paragraphs (k) and (l) of this item shall not be deemed to be
"soliciting material" or to be "filed" with the Commission or subject
to Regulations 14A or 14C, other than as provided in this item, or to
the liabilities of section 18 of the Exchange Act, except to the
extent that the registrant specifically requests that such information
be treated as soliciting material or specifically incorporates it by
reference into a filing under the Securities Act or the Exchange Act.
Summary Compensation Table.
General. The information specified in paragraph (b)(2) of this item,
concerning the compensation of the named executive officers for each
of the registrant's last three completed fiscal years, shall be
provided in a Summary Compensation Table, in the tabular format
specified below.
SUMMARY COMPENSATION TABLE Name and principal position
(a) Year
(b) Annual compensation Long-term compensation
Salary
($)
(c) Bonus
($)
(d) Other annual compensation
($)
(e) Awards Payouts All other
compen-
sation
($)
(i)
Restricted
stock
award(s)
($)
(f) Securities
under-
lying
options/
SARs
(#)
(g) LTIP
payouts
($)
(h)
CEO....
A........
B........
C........
D........
The Table shall include:
The name and principal position of the executive officer (column (a));
Fiscal year covered (column (b));
Annual compensation (columns (c), (d) and (e)), including:
The dollar value of base salary (cash and non-cash) earned by the
named executive officer during the fiscal year covered (column (c));
The dollar value of bonus (cash and non-cash) earned by the named
executive officer during the fiscal year covered (column (d)); and
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Instructions to Item 402(b)(2)(iii)(A) and (B):
Amounts deferred at the election of a named executive officer, whether
pursuant to a plan established under Section 401(k) of the Internal
Revenue Code, or otherwise, shall be included in the salary column
(column (c)) or bonus column (column (d)), as appropriate, for the
fiscal year in which earned. If the amount of salary or bonus earned
in a given fiscal year is not calculable through the latest
practicable date, that fact must be disclosed in a footnote and such
amount must be disclosed in the subsequent fiscal year in the
appropriate column for the fiscal year in which earned.
For stock or any other form of non-cash compensation, disclose the
fair market value at the time the compensation is awarded, earned or
paid.
Registrants need not include in the salary column (column (c)) or
bonus column (column (d)) any amount of salary or bonus forgone at the
election of a named executive officer pursuant to a registrant program
under which stock, stock-based or other forms of non-cash compensation
may be received by a named executive in lieu of a portion of annual
compensation earned in a covered fiscal year. However, the receipt of
any such form of non-cash compensation in lieu of salary or bonus
earned for a covered fiscal year must be disclosed in the appropriate
column of the Table corresponding to that fiscal year (i.e.,
restricted stock awards (column (f)); options or SARs (column (g));
all other compensation (column (i)), or, if made pursuant to a
long-term incentive plan and therefore not reportable at grant in the
Summary Compensation Table, a footnote must be added to the salary or
bonus column so disclosing and referring to the Long-Term Incentive
Plan Table (required by paragraph (e) of this item) where the award is
reported.
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The dollar value of other annual compensation not properly categorized
as salary or bonus, as follows (column (e)):
Perquisites and other personal benefits, securities or property,
unless the aggregate amount of such compensation is the lesser of
either $50,000 or 10% of the total of annual salary and bonus reported
for the named executive officer in columns (c) and (d);
Above-market or preferential earnings on restricted stock, options,
SARs or deferred compensation paid during the fiscal year or payable
during that period but deferred at the election of the named executive
officer;
Earnings on long-term incentive plan compensation paid during the
fiscal year or payable during that period but deferred at the election
of the named executive officer;
Amounts reimbursed during the fiscal year for the payment of taxes;
and
The dollar value of the difference between the price paid by a named
executive officer for any security of the registrant or its
subsidiaries purchased from the registrant or its subsidiaries
(through deferral of salary or bonus, or otherwise), and the fair
market value of such security at the date of purchase, unless that
discount is available generally, either to all security holders or to
all salaried employees of the registrant.
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Instructions to Item 402(b)(2)(iii)(C):
Each perquisite or other personal benefit exceeding 25% of the total
perquisites and other personal benefits reported for a named executive
officer must be identified by type and amount in a footnote or
accompanying narrative discussion to column (e).
Perquisites and other personal benefits shall be valued on the basis
of the aggregate incremental cost to the registrant and its
subsidiaries.
Interest on deferred or long-term compensation is above-market only if
the rate of interest exceeds 120% of the applicable federal long-term
rate, with compounding (as prescribed under section 1274(d) of the
Internal Revenue Code) at the rate that corresponds most closely to
the rate under the registrant's plan at the time the interest rate or
formula is set. In the event of a discretionary reset of the interest
rate, the requisite calculation must be made on the basis of the
interest rate at the time of such reset, rather than when originally
established. Only the above-market portion of the interest must be
included. If the applicable interest rates vary depending upon
conditions such as a minimum period of continued service, the reported
amount should be calculated assuming satisfaction of all conditions to
receiving interest at the highest rate.
Dividends (and dividend equivalents) on restricted stock, options,
SARs or deferred compensation denominated in stock ("deferred stock")
are preferential only if earned at a rate higher than dividends on the
registrant's common stock. Only the preferential portion of the
dividends or equivalents must be included.
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Long-term compensation (columns (f), (g) and (h)), including:
The dollar value (net of any consideration paid by the named executive
officer) of any award of restricted stock, including share units
(calculated by multiplying the closing market price of the
registrant's unrestricted stock on the date of grant by the number of
shares awarded) (column (f));
The sum of the number of securities underlying stock options granted
(including options that subsequently have been transferred), with or
without tandem SARs, and the number of freestanding SARs (column (g));
and
The dollar value of all payouts pursuant to long-term incentive plans
("LTIPs") as defined in paragraph (a)(7)(iii) of this item (column
(h)).
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Instructions to Item 402(b)(2)(iv):
Awards of restricted stock that are subject to performance-based
conditions on vesting, in addition to lapse of time and/or continued
service with the registrant or a subsidiary, may be reported as LTIP
awards pursuant to paragraph (e) of this item instead of in column
(f). If this approach is selected, once the restricted stock vests, it
must be reported as an LTIP payout in column (h).
The registrant shall, in a footnote to the Summary Compensation Table
(appended to column (f), if included), disclose:
The number and value of the aggregate restricted stock holdings at the
end of the last completed fiscal year. The value shall be calculated
in the manner specified in paragraph (b)(2)(iv)(A) of this item using
the value of the registrant's shares at the end of the last completed
fiscal year;
For any restricted stock award reported in the Summary Compensation
Table that will vest, in whole or in part, in under three years from
the date of grant, the total number of shares awarded and the vesting
schedule; and
Whether dividends will be paid on the restricted stock reported in
column (f).
If at any time during the last completed fiscal year, the registrant
has adjusted or amended the exercise price of stock options or
freestanding SARs previously awarded to a named executive officer,
whether through amendment, cancellation or replacement grants, or any
other means ("repriced"), the registrant shall include the number of
options or freestanding SARs so repriced as Stock Options/SARs granted
and required to be reported in column (g).
If any specified performance target, goal or condition to payout was
waived with respect to any amount included in LTIP payouts reported in
column (h), the registrant shall so state in a footnote to column (h).
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All other compensation for the covered fiscal year that the registrant
could not properly report in any other column of the Summary
Compensation Table (column (i)). Any compensation reported in this
column for the last completed fiscal year shall be identified and
quantified in a footnote. Such compensation shall include, but not be
limited to:
The amount paid, payable or accrued to any named executive officer
pursuant to a plan or arrangement in connection with:
The resignation, retirement or any other termination of such executive
officer's employment with the registrant and its subsidiaries; or
A change in control of the registrant or a change in the executive
officer's responsibilities following such a change in control;
The dollar value of above-market or preferential amounts earned on
restricted stock, options, SARs or deferred compensation during the
fiscal year, or calculated with respect to that period, except that if
such amounts are paid during the period, or payable during the period
but deferred at the election of a named executive officer, this
information shall be reported as Other Annual Compensation in column
(e). See Instructions 3 and 4 to paragraph (b)(2)(iii)(C) of this
item;
The dollar value of amounts earned on long-term incentive plan
compensation during the fiscal year, or calculated with respect to
that period, except that if such amounts are paid during that period,
or payable during that period at the election of the named executive
officer, this information shall be reported as Other Annual
Compensation in column (e);
Annual registrant contributions or other allocations to vested and
unvested defined contribution plans; and
The dollar value of any insurance premiums paid by, or on behalf of,
the registrant during the covered fiscal year with respect to term
life insurance for the benefit of a named executive officer, and, if
there is any arrangement or understanding, whether formal or informal,
that such executive officer has or will receive or be allocated an
interest in any cash surrender value under the insurance policy,
either:
The full dollar value of the remainder of the premiums paid by, or on
behalf of, the registrant; or
If the premiums will be refunded to the registrant on termination of
the policy, the dollar value of the benefit to the executive officer
of the remainder of the premium paid by, or on behalf of, the
registrant during the fiscal year. The benefit shall be determined for
the period, projected on an actuarial basis, between payment of the
premium and the refund.
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Instructions to Item 402(b)(2)(v):
LTIP awards and amounts received on exercise of options and SARs need
not be reported as All Other Compensation in column (i).
Information relating to defined benefit and actuarial plans should not
be reported pursuant to paragraph (b) of this item, but instead should
be reported pursuant to paragraph (f) of this item.
Where alternative methods of reporting are available under paragraph
(b)(2)(v)(E) of this item, the same method should be used for each of
the named executive officers. If the registrant chooses to change
methods from one year to the next, that fact, and the reason therefor,
should be disclosed in a footnote to column (i).
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Instruction to Item 402(b)
Information with respect to fiscal years prior to the last completed
fiscal year will not be required if the registrant was not a reporting
company pursuant to Section 13(a) or 15(d) of the Exchange Act at any
time during that year, except that the registrant will be required to
provide information for any such year if that information previously
was required to be provided in response to a Commission filing
requirement.
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Option/SAR Grants Table.
The information specified in paragraph (c)(2) of this item, concerning
individual grants of stock options (whether or not in tandem with
SARs), and freestanding SARs (including options and SARs that
subsequently have been transferred) made during the last completed
fiscal year to each of the named executive officers shall be provided
in the tabular format specified as follows:
OPTION/SAR GRANTS IN LAST FISCAL YEAR Individual grants Potential
realizable value at assumed annual rates of stock price appreciation
for option term Alternative to (f) And (g):
grant date value
Name
(a) Number of securities underlying option/SARs granted (#)
(b) Percent of total options/SARs granted to employees in fiscal year
(c) Exercise of base price ($/Sh)
(d) Expiration date
(e)
5% ($)
$
(f) 10% ($)
$
(g) Grant date present value
$
(h)
CEO....
A........
B........
C........
D........
The Table shall include, with respect to each grant:
The name of the executive officer (column (a));
Number of securities underlying option/SARs granted (column (b)).
The percent the grant represents of total options and SARs granted to
employees during the fiscal year (column (c));
The per-share exercise or base price of the options or SARs granted
(column (d)). If such exercise or base price is less than the market
price of the underlying security on the date of grant, a separate,
adjoining column shall be added showing market price on the date of
grant;
The expiration date of the options or SARs (column (e)); and
Either (A) the potential realizable value of each grant of options or
freestanding SARs or (B) the present value of each grant, as follows:
The potential realizable value of each grant of options or
freestanding SARs, assuming that the market price of the underlying
security appreciates in value from the date of grant to the end of the
option or SAR term, at the following annualized rates:
5% (column (f));
10% (column (g)); and
If the exercise or base price was below the market price of the
underlying security at the date of grant, provide an additional column
labeled 0%, to show the value at grant-date market price; or
The present value of the grant at the date of grant, under any option
pricing model (alternative column (f)).
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Instructions to Item 402(c):
If more than one grant of options and/or freestanding SARs was made to
a named executive officer during the last completed fiscal year, a
separate line should be used to provide disclosure of each such grant.
However, multiple grants during a single fiscal year may be aggregated
where each grant was made at the same exercise and/or base price and
has the same expiration date, and the same performance vesting
thresholds, if any. A single grant consisting of options and/or
freestanding SARs shall be reported as separate grants with respect to
each tranche with a different exercise and/or base price, performance
vesting threshold, or expiration date.
Options or freestanding SARs granted in connection with an option
repricing transaction shall be reported in this table. See Instruction
3 to paragraph (b)(2)(iv) of this item.
Any material term of the grant, including but not limited to the date
of exercisability, the number of SARs, performance units or other
instruments granted in tandem with options, a performance-based
condition to exercisability, a reload feature, or a tax-reimbursement
feature, shall be footnoted.
If the exercise or base price is adjustable over the term of any
option or freestanding SAR in accordance with any prescribed standard
or formula, including but not limited to an index or premium price
provision, describe the following, either by footnote to column (c) or
in narrative accompanying the Table: (a) the standard or formula; and
(b) any constant assumption made by the registrant regarding any
adjustment to the exercise price in calculating the potential option
or SAR value.
If any provision of a grant (other than an antidilution provision)
could cause the exercise price to be lowered, registrants must clearly
and fully disclose these provisions and their potential consequences
either by a footnote or accompanying textual narrative.
In determining the grant-date market or base price of the security
underlying options or freestanding SARs, the registrant may use either
the closing market price per share of the security, or any other
formula prescribed for the security.
The potential realizable dollar value of a grant (columns (f) and (g))
shall be the product of:
he difference between:
the product of the per-share market price at the time of the grant and
the sum of 1 plus the adjusted stock price appreciation rate (the
assumed rate of appreciation compounded annually over the term of the
option or SAR); and
the per-share exercise price of the option or SAR; and
the number of securities underlying the grant at fiscal year-end.
Registrants may add one or more separate columns using the formula
prescribed in Instruction 7 to paragraph (c) of this item, to reflect
the following:
The registrant's historic rate of appreciation over a period
equivalent to the term of such options and/or SARs;
0% appreciation, where the exercise or base price was equal to or
greater than the market price of the underlying securities on the date
of grant; and
N% appreciation, the percentage appreciation by which the exercise or
base price exceeded the market price at grant. Where the grant
included multiple tranches with exercise or base prices exceeding the
market price of the underlying security by varying degrees, include an
additional column for each additional tranche.
Where the registrant chooses to use the grant-date valuation
alternative specified in paragraph (c)(2)(vi)(B) of this item, the
valuation shall be footnoted to describe the valuation method used.
Where the registrant has used a variation of the Black-Scholes or
binomial option pricing model, the description shall identify the use
of such pricing model and describe the assumptions used relating to
the expected volatility, risk-free rate of return, dividend yield and
time of exercise. Any adjustments for non-transferability or risk of
forfeiture also shall be disclosed. In the event another valuation
method is used, the registrant is required to describe the methodology
as well as any material assumptions.
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Aggregated option/SAR exercises and fiscal year-end option/SAR value
table.
The information specified in paragraph (d)(2) of this item, concerning
each exercise of stock options (or tandem SARs) and freestanding SARs
during the last completed fiscal year by each of the named executive
officers and the fiscal year-end value of unexercised options and
SARs, shall be provided on an aggregated basis in the tabular format
specified below:
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End
Option/SAR Values Name
(a) Shares acquired on exercise (#)
(b) Value realized ($)
(c) Number of securities underlying unexercised options/SARs at FY-end
(#)
Exercisable/
Unexercisable
(d) Value of unexercised in-the-money options/SARs at FY-end ($)
Exercisable/
Unexercisable
(e)
CEO....
A....
B....
C....
D....
The table shall include:
The name of the executive officer (column (a));
The number of shares received upon exercise, or, if no shares were
received, the number of securities with respect to which the options
or SARs were exercised (column (b));
The aggregate dollar value realized upon exercise (column (c));
The total number of securities underlying unexercised options and SARs
held at the end of the last completed fiscal year, separately
identifying the exercisable and unexercisable options and SARs (column
(d)); and
The aggregate dollar value of in-the-money, unexercised options and
SARs held at the end of the fiscal year, separately identifying the
exercisable and unexercisable options and SARs (column (e)).
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Instructions to Item 402(d)(2):
Options or freestanding SARs are in-the-money if the fair market value
of the underlying securities exceeds the exercise or base price of the
option or SAR. The dollar values in columns (c) and (e) are calculated
by determining the difference between the fair market value of the
securities underlying the options or SARs and the exercise or base
price of the options or SARs at exercise or fiscal year-end,
respectively.
In calculating the dollar value realized upon exercise (column (c)),
the value of any related payment or other consideration provided (or
to be provided) by the registrant to or on behalf of a named executive
officer, whether in payment of the exercise price or related taxes,
shall not be included. Payments by the registrant in reimbursement of
tax obligations incurred by a named executive officer are required to
be disclosed in accordance with paragraph (b)(2)(iii)(C)(4) of this
item.
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Long-Term Incentive Plan ("LTIP") awards table.
The information specified in paragraph (e)(2) of this item, regarding
each award made to a named executive officer in the last completed
fiscal year under any LTIP, shall be provided in the tabular format
specified below:
LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR Name
(a) Number of shares, units or other rights (#)
(b) Performance or other period until maturation or payout
(c) Estimated future payouts under non-stock price-based plans
Threshold
($ or #)
(d) Target
($ or #)
(e) Maximum
($ or #)
(f)
CEO....
A....
B....
C....
D....
The Table shall include:
The name of the executive officer (column (a));
The number of shares, units or other rights awarded under any LTIP,
and, if applicable, the number of shares underlying any such unit or
right (column (b));
The performance or other time period until payout or maturation of the
award (column (c)); and
For plans not based on stock price, the dollar value of the estimated
payout, the number of shares to be awarded as the payout or a range of
estimated payouts denominated in dollars or number of shares under the
award (threshold, target and maximum amount) (columns (d) through
(f)).
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Instructions to Item 402(e):
For purposes of this paragraph, the term "long-term incentive plan" or
"LTIP" shall be defined in accordance with paragraph (a)(7)(iii) of
this item.
Describe in a footnote or in narrative text accompanying this table
the material terms of any award, including a general description of
the formula or criteria to be applied in determining the amounts
payable. Registrants are not required to disclose any factor,
criterion or performance-related or other condition to payout or
maturation of a particular award that involves confidential commercial
or business information, disclosure of which would adversely affect
the registrant's competitive position.
Separate disclosure shall be provided in the Table for each award made
to a named executive officer, accompanied by the information specified
in Instruction 2 to this paragraph. If awards are made to a named
executive officer during the fiscal year under more than one plan,
identify the particular plan under which each such award was made.
For column (d), "threshold" refers to the minimum amount payable for a
certain level of performance under the plan. For column (e), "target"
refers to the amount payable if the specified performance target(s)
are reached. For column (f), "maximum" refers to the maximum payout
possible under the plan.
In column (e), registrants must provide a representative amount based
on the previous fiscal year's performance if the target award is not
determinable.
A tandem grant of two instruments, only one of which is pursuant to a
LTIP, need be reported only in the table applicable to the other
instrument. For example, an option granted in tandem with a
performance share would be reported only as an option grant, with the
tandem feature noted.
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Defined benefit or actuarial plan disclosure--
Pension plan table.
For any defined benefit or actuarial plan under which benefits are
determined primarily by final compensation (or average final
compensation) and years of service, provide a separate Pension Plan
Table showing estimated annual benefits payable upon retirement
(including amounts attributable to any defined benefit supplementary
or excess pension award plans) in specified compensation and years of
service classifications in the format specified below.
PENSION PLAN TABLE Remuneration Years of Service
15 20 25 30 35
125,000
150,000
175,000
200,000
225,000
250,000
300,000
400,000
450,000
500,000
Immediately following the Table, the registrant shall disclose:
The compensation covered by the plan(s), including the relationship of
such covered compensation to the annual compensation reported in the
Summary Compensation Table required by paragraph (b)(2)(iii) of this
item, and state the current compensation covered by the plan for any
named executive officer whose covered compensation differs
substantially (by more than 10%) from that set forth in the annual
compensation columns of the Summary Compensation Table;
The estimated credited years of service for each of the named
executive officers; and
A statement as to the basis upon which benefits are computed (e.g.,
straight-life annuity amounts), and whether or not the benefits listed
in the Pension Plan Table are subject to any deduction for Social
Security or other offset amounts.
Alternative pension plan disclosure. For any defined benefit or
actuarial plan under which benefits are not determined primarily by
final compensation (or average final compensation) and years of
service, the registrant shall state in narrative form:
The formula by which benefits are determined; and
The estimated annual benefits payable upon retirement at normal
retirement age for each of the named executive officers.
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Instructions to Item 402(f):
Pension Levels. Compensation set forth in the Pension Plan Table
pursuant to paragraph (f)(1)(i) of this item shall allow for
reasonable increases in existing compensation levels; alternatively,
registrants may present as the highest compensation level in the
Pension Plan Table an amount equal to 120% of the amount of covered
compensation of the most highly compensated individual named in the
Summary Compensation Table required by paragraph (b)(2) of this item.
Normal Retirement Age. The term "normal retirement age" means normal
retirement age as defined in a pension or similar plan or, if not
defined therein, the earliest time at which a participant may retire
without any benefit reduction due to age.
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Compensation of Directors--
Standard arrangements. Describe any standard arrangements, stating
amounts, pursuant to which directors of the registrant are compensated
for any services provided as a director, including any additional
amounts payable for committee participation or special assignments.
Other arrangements. Describe any other arrangements pursuant to which
any director of the registrant was compensated during the registrant's
last completed fiscal year for any service provided as a director,
stating the amount paid and the name of the director.
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Instruction to Item 402(g)(2):
The information required by paragraph (g)(2) of this item shall
include any arrangement, including consulting contracts, entered into
in consideration of the director's service on the board. The material
terms of any such arrangement shall be included.
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Employment contracts and termination of employment and
change-in-control arrangements. Describe the terms and conditions of
each of the following contracts or arrangements:
Any employment contract between the registrant and a named executive
officer; and
Any compensatory plan or arrangement, including payments to be
received from the registrant, with respect to a named executive
officer, if such plan or arrangement results or will result from the
resignation, retirement or any other termination of such executive
officer's employment with the registrant and its subsidiaries or from
a change-in-control of the registrant or a change in the named
executive officer's responsibilities following a change-in-control and
the amount involved, including all periodic payments or installments,
exceeds $100,000.
Report on repricing of options/SARs.
If at any time during the last completed fiscal year, the registrant,
while a reporting company pursuant to section 13(a) or 15(d) of the
Exchange Act, has adjusted or amended the exercise price of stock
options or SARs previously awarded to any of the named executive
officers, whether through amendment, cancellation or replacement
grants, or any other means ("repriced"), the registrant shall provide
the information specified in paragraphs (i)(2) and (i)(3) of this
item.
The compensation committee (or other board committee performing
equivalent functions or, in the absence of any such committee, the
entire board of directors) shall explain in reasonable detail any such
repricing of options and/or SARs held by a named executive officer in
the last completed fiscal year, as well as the basis for each such
repricing.
The information specified in paragraph (i)(3)(ii) of this item,
concerning all such repricings of options and SARs held by any
executive officer during the last ten completed fiscal years, shall be
provided in the tabular format specified below:
TEN-YEAR OPTION/SAR REPRICINGS Name
(a) Date
(b) Number of securities underlying options/SARs repriced or amended
(#)
(c) Market price of stock at time of repricing or amendment ($)
(d) Exercise price at time of repricing or amendment ($)
(e) New exercise price ($)
(f) Length of original option term remaining at date of repricing or
amendment
(g)
The Table shall include, with respect to each repricing:
The name and position of the executive officer (column (a));
The date of each repricing (column (b));
The number of securities underlying replacement or amended options or
SARs (column (c));
The per-share market price of the underlying security at the time of
repricing (column (d));
The original exercise price or base price of the cancelled or amended
option or SAR (column (e));
The per-share exercise price or base price of the replacement option
or SAR (column (f)); and
The amount of time remaining before the replaced or amended option or
SAR would have expired (column (g)).
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Instructions to Item 402(i):
The required report shall be made over the name of each member of the
registrant's compensation committee, or other board committee
performing equivalent functions or, in the absence of any such
committee, the entire board of directors.
A replacement grant is any grant of options or SARs reasonably related
to any prior or potential option or SAR cancellation, whether by an
exchange of existing options or SARs for options or SARs with new
terms; the grant of new options or SARs in tandem with previously
granted options or SARs that will operate to cancel the previously
granted options or SARs upon exercise; repricing of previously granted
options or SARs; or otherwise. If a corresponding original grant was
canceled in a prior year, information about such grant nevertheless
must be disclosed pursuant to this paragraph.
If the replacement grant is not made at the current market price,
describe the terms of the grant in a footnote or accompanying textual
narrative.
This paragraph shall not apply to any repricing occurring through the
operation of:
A plan formula or mechanism that results in the periodic adjustment of
the option or SAR exercise or base price;
A plan antidilution provision; or
A recapitalization or similar transaction equally affecting all
holders of the class of securities underlying the options or SARs.
Information required by paragraph (i)(3) of this item shall not be
provided for any repricings effected before the registrant became a
reporting company pursuant to section 13(a) or 15(d) of the Exchange
Act.
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Additional information with respect to Compensation Committee
Interlocks and Insider Participation in compensation decisions. Under
the caption "Compensation Committee Interlocks and Insider
Participation,"
The registrant shall identify each person who served as a member of
the compensation committee of the registrant's board of directors (or
board committee performing equivalent functions) during the last
completed fiscal year, indicating each committee member who:
was, during the fiscal year, an officer or employee of the registrant
or any of its subsidiaries;
was formerly an officer of the registrant or any of its subsidiaries;
or
Had any relationship requiring disclosure by the registrant under any
paragraph of Item 404 of Regulation S-K. In this event, the disclosure
required by Item 404 shall accompany such identification.
If the registrant has no compensation committee (or other board
committee performing equivalent functions), the registrant shall
identify each officer and employee of the registrant or any of its
subsidiaries, and any former officer of the registrant or any of its
subsidiaries, who, during the last completed fiscal year, participated
in deliberations of the registrant's board of directors concerning
executive officer compensation.
The registrant shall describe any of the following relationships that
existed during the last completed fiscal year:
An executive officer of the registrant served as a member of the
compensation committee (or other board committee performing equivalent
functions or, in the absence of any such committee, the entire board
of directors) of another entity, one of whose executive officers
served on the compensation committee (or other board committee
performing equivalent functions or, in the absence of any such
committee, the entire board of directors) of the registrant;
An executive officer of the registrant served as a director of another
entity, one of whose executive officers served on the compensation
committee (or other board committee performing equivalent functions
or, in the absence of any such committee, the entire board of
directors) of the registrant; and
An executive officer of the registrant served as a member of the
compensation committee (or other board committee performing equivalent
functions or, in the absence of any such committee, the entire board
of directors) of another entity, one of whose executive officers
served as a director of the registrant.
Disclosure required under paragraph (j)(3) of this item regarding any
compensation committee member or other director of the registrant who
also served as an executive officer of another entity shall be
accompanied by the disclosure called for by Item 404 with respect to
that person.
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Instruction to Item 402(j):
For purposes of this paragraph, the term "entity" shall not include an
entity exempt from tax under section 501(c)(3) of the Internal Revenue
Code.
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Board compensation committee report on executive compensation.
Disclosure of the compensation committee's compensation policies
applicable to the registrant's executive officers (including the named
executive officers), including the specific relationship of corporate
performance to executive compensation, is required with respect to
compensation reported for the last completed fiscal year.
Discussion is required of the compensation committee's bases for the
CEO's compensation reported for the last completed fiscal year,
including the factors and criteria upon which the CEO's compensation
was based. The committee shall include a specific discussion of the
relationship of the registrant's performance to the CEO's compensation
for the last completed fiscal year, describing each measure of the
registrant's performance, whether qualitative or quantitative, on
which the CEO's compensation was based.
The required disclosure shall be made over the name of each member of
the registrant's compensation committee (or other board committee
performing equivalent functions or, in the absence of any such
committee, entire board of directors). If the board of directors
modified or rejected in any material way any action or recommendation
by such committee with respect to such decisions in the last completed
fiscal year, the disclosure must so indicate and explain the reasons
for the board's actions, and be made over the names of all members of
the board.
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Instructions to Item 402(k):
Boilerplate language should be avoided in describing factors and
criteria underlying awards or payments of executive compensation in
the statement required.
Registrants are not required to disclose target levels with respect to
specific quantitative or qualitative performance-related factors
considered by the committee (or board), or any factors or criteria
involving confidential commercial or business information, the
disclosure of which would have an adverse effect on the registrant.
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Performance Graph.
Provide a line graph comparing the yearly percentage change in the
registrant's cumulative total shareholder return on a class of common
stock registered under section 12 of the Exchange Act (as measured by
dividing (i) the sum of (A) the cumulative amount of dividends for the
measurement period, assuming dividend reinvestment, and (B) the
difference between the registrant's share price at the end and the
beginning of the measurement period; by (ii) the share price at the
beginning of the measurement period) with
the cumulative total return of a broad equity market index assuming
reinvestment of dividends, that includes companies whose equity
securities are traded on the same exchange or NASDAQ market or are of
comparable market capitalization; provided, however,that if the
registrant is a company within the Standard & Poor's 500 Stock Index,
the registrant must use that index; and
the cumulative total return, assuming reinvestment of dividends, of:
A published industry or line-of-business index;
Peer issuer(s) selected in good faith. If the registrant does not
select its peer issuer(s) on an industry or line-of-business basis,
the registrant shall disclose the basis for its selection; or
Issuer(s) with similar market capitalization(s), but only if the
registrant does not use a published industry or line-of-business index
and does not believe it can reasonably identify a peer group. If the
registrant uses this alternative, the graph shall be accompanied by a
statement of the reasons for this selection.
For purposes of paragraph (l)(1) of this item, the term "measurement
period" shall be the period beginning at the "measurement point"
established by the market close on the last trading day before the
beginning of the registrant's fifth preceding fiscal year, through and
including the end of the registrant's last completed fiscal year. If
the class of securities has been registered under section 12 of the
Exchange Act for a shorter period of time, the period covered by the
comparison may correspond to that time period.
For purposes of paragraph (l)(1)(ii)(A) of this item, the term
"published industry or line-of-business index" means any index that is
prepared by a party other than the registrant or an affiliate and is
accessible to the registrant's security holders; provided, however,
that registrants may use an index prepared by the registrant or
affiliate if such index is widely recognized and used.
If the registrant selects a different index from an index used for the
immediately preceding fiscal year, explain the reason(s) for this
change and also compare the registrant's total return with that of
both the newly selected index and the index used in the immediately
preceding fiscal year.
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Instructions to Item 402(l):
In preparing the required graphic comparisons, the registrant should:
Use, to the extent feasible, comparable methods of presentation and
assumptions for the total return calculations required by paragraph
(l)(1) of this item; provided, however, that if the registrant
constructs its own peer group index under paragraph (l)(1)(ii)(B), the
same methodology must be used in calculating both the registrant's
total return and that on the peer group index; and
Assume the reinvestment of dividends into additional shares of the
same class of equity securities at the frequency with which dividends
are paid on such securities during the applicable fiscal year.
In constructing the graph:
The closing price at the measurement point must be converted into a
fixed investment, stated in dollars, in the registrant's stock (or in
the stocks represented by a given index), with cumulative returns for
each subsequent fiscal year measured as a change from that investment;
and
Each fiscal year should be plotted with points showing the cumulative
total return as of that point. The value of the investment as of each
point plotted on a given return line is the number of shares held at
that point multiplied by the then-prevailing share price.
The registrant is required to present information for the registrant's
last five fiscal years, and may choose to graph a longer period; but
the measurement point, however, shall remain the same.
Registrants may include comparisons using performance measures in
addition to total return, such as return on average common
shareholders' equity, so long as the registrant's compensation
committee (or other board committee performing equivalent functions or
in the absence of any such committee, the entire board of directors)
describes the link between that measure and the level of executive
compensation in the statement required by paragraph (k) of this Item.
If the registrant uses a peer issuer(s) comparison or comparison with
issuer(s) with similar market capitalizations, the identity of those
issuers must be disclosed and the returns of each component issuer of
the group must be weighted according to the respective issuer's stock
market capitalization at the beginning of each period for which a
return is indicated.
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Item 403 -- Security Ownership of Certain Beneficial Owners and
Management
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Security ownership of certain beneficial owners. Furnish the following
information, as of the most recent practicable date, substantially in
the tabular form indicated, with respect to any person (including any
``group'' as that term is used in section 13(d)(3) of the Exchange
Act) who is known to the registrant to be the beneficial owner of more
than five percent of any class of the registrant's voting securities.
The address given in column (2) may be a business, mailing or
residence address. Show in column (3) the total number of shares
beneficially owned and in column (4) the percentage of class so owned.
Of the number of shares shown in column (3), indicate by footnote or
otherwise the amount known to be shares with respect to which such
listed beneficial owner has the right to acquire beneficial ownership,
as specified in Rule 13d-3(d)(1) under the Exchange Act.
(1) Title of class (2) Name and address of beneficial owner (3) Amount
and nature of beneficial ownership (4) Percent of class
Security ownership of management. Furnish the following information,
as of the most recent practicable date, in substantially the tabular
form indicated, as to each class of equity securities of the
registrant or any of its parents or subsidiaries other than directors'
qualifying shares, beneficially owned by all directors and nominees,
naming them, each of the named executive officers as defined in Item
402(a)(3), and directors and executive officers of the registrant as a
group, without naming them. Show in column (3) the total number of
shares beneficially owned and in column (4) the percent of class so
owned. Of the number of shares shown in column (3), indicate, by
footnote or otherwise, the amount of shares with respect to which such
persons have the right to acquire beneficial ownership as specified in
Rule 13d-3(d)(1).
(1) Title of class (2) Name of beneficial owner (3) Amount and nature
of beneficial ownership (4) Percent of class
Changes in control. Describe any arrangements, known to the
registrant, including any pledge by any person of securities of the
registrant or any of its parents, the operation of which may at a
subsequent date result in a change in control of the registrant.
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Instructions to Item 403:
The percentages are to be calculated on the basis of the amount of
outstanding securities, excluding securities held by or for the
account of the registrant or its subsidiaries, plus securities deemed
outstanding pursuant to Rule 13d-3(d)(1) under the Exchange Act. For
purposes of paragraph (b), if the percentage of shares beneficially
owned by any director or nominee, or by all directors and officers of
the registrant as a group, does not exceed one percent of the class so
owned, the registrant may, in lieu of furnishing a precise percentage,
indicate this fact by means of an asterisk and explanatory footnote or
other similar means.
For the purposes of this Item, beneficial ownership shall be
determined in accordance with Rule 13d-3 under the Exchange Act.
Include such additional subcolumns or other appropriate explanation of
column (3) necessary to reflect amounts as to which the beneficial
owner has (A) sole voting power, (B) shared voting power, (C) sole
investment power, or (D) shared investment power.
The registrant shall be deemed to know the contents of any statements
filed with the Commission pursuant to section 13(d) or 13(g) of the
Exchange Act. When applicable, a registrant may rely upon information
set forth in such statements unless the registrant knows or has reason
to believe that such information is not complete or accurate or that a
statement or amendment should have been filed and was not.
For purposes of furnishing information pursuant to paragraph (a) of
this Item, the registrant may indicate the source and date of such
information.
Where more than one beneficial owner is known to be listed for the
same securities, appropriate disclosure should be made to avoid
confusion. For purposes of paragraph (b), in computing the aggregate
number of shares owned by directors and officers of the registrant as
a group, the same shares shall not be counted more than once.
Paragraph (c) of this Item does not require a description of ordinary
default provisions contained in the charter, trust indentures or other
governing instruments relating to securities of the registrant.
Where the holder(s) of voting securities reported pursuant to
paragraph (a) hold more than five percent of any class of voting
securities of the registrant pursuant to any voting trust or similar
agreement, state the title of such securities, the amount held or to
be held pursuant to the trust or agreement (if not clear from the
table) and the duration of the agreement. Give the names and addresses
of the voting trustees and outline briefly their voting rights and
other powers under the trust or agreement
Item 404 -- Certain Relationships and Related Transactions
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Transactions with management and others. Describe briefly any
transaction, or series of similar transactions, since the beginning of
the registrant's last fiscal year, or any currently proposed
transaction, or series of similar transactions, to which the
registrant or any of its subsidiaries was or is to be a party, in
which the amount involved exceeds $60,000 and in which any of the
following persons had, or will have, a direct or indirect material
interest, naming such person and indicating the person's relationship
to the registrant, the nature of such person's interest in the
transaction(s), the amount of such transaction(s) and, where
practicable, the amount of such person's interest in the
transaction(s):
Any director or executive officer of the registrant;
Any nominee for election as a director;
Any security holder who is known to the registrant to own of record or
beneficially more than five percent of any class of the registrant's
voting securities; and
Any member of the immediate family of any of the foregoing persons.
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.Instructions to Paragraph (a) of Item 404:
The materiality of any interest is to be determined on the basis of
the significance of the information to investors in light of all the
circumstances of the particular case. The importance of the interest
to the person having the interest, the relationship of the parties to
the transaction with each other and the amount involved in the
transactions are among the factors to be considered in determining the
significance of the information to investors.
For purposes of paragraph (a), a person's immediate family shall
include such person's spouse; parents; children; siblings; mothers and
fathers-in-law; sons and daughters-in-law; and brothers and
sisters-in-law.
In computing the amount involved in the transaction or series of
similar transactions, include all periodic installments in the case of
any lease or other agreement providing for periodic payments or
installments.
The amount of the interest of any person specified in paragraphs
(a)(1) through (4) shall be computed without regard to the amount of
the profit or loss involved in the transaction(s).
In describing any transaction involving the purchase or sale of assets
by or to the registrant or any of its subsidiaries, otherwise than in
the ordinary course of business, state the cost of the assets to the
purchaser and, if acquired by the seller within two years prior to the
transaction, the cost thereof to the seller. Indicate the principle
followed in determining the registrant's purchase or sale price and
the name of the person making such determination.
Information shall be furnished in answer to paragraph (a) with respect
to transactions that involve remuneration from the registrant or its
subsidiaries, directly or indirectly, to any of the persons specified
in paragraphs (a)(1) through (4) for services in any capacity unless
the interest of such person arises solely from the ownership
individually and in the aggregate of less than ten percent of any
class of equity securities of another corporation furnishing the
services to the registrant or its subsidiaries.
No information need be given in answer to paragraph (a) as to any
transactions where:
The rates or charges involved in the transaction are determined by
competitive bids, or the transaction involves the rendering of
services as a common or contract carrier, or public utility, at rates
or charges fixed in conformity with law or governmental authority;
The transaction involves services as a bank depositary of funds,
transfer agent, registrar, trustee under a trust indenture, or similar
services; or
The interest of the person specified in paragraphs (a)(1) through (4)
arises solely from the ownership of securities of the registrant and
such person receives no extra or special benefit not shared on a pro
rata basis.
Paragraph (a) requires disclosure of indirect, as well as direct,
material interests in transactions. A person who has a position or
relationship with a firm, corporation, or other entity that engages in
a transaction with the registrant or its subsidiaries may have an
indirect interest in such transaction by reason of such position or
relationship. Such an interest, however, shall not be deemed
"material'' within the meaning of paragraph (a) where:
The interest arises only: (i) From such person's position as a
director of another corporation or organization which is a party to
the transaction; or (ii) from the direct or indirect ownership by such
person and all other persons specified in paragraphs (a)(1) through
(4), in the aggregate, of less than a ten percent equity interest in
another person which is a party to the transaction; or (iii) from both
such position and ownership;
The interest arises only from such person's position as a limited
partner in a partnership in which the person and all other persons
specified in paragraphs (a)(1) through (4) have an interest of less
than ten percent; or
The interest of such person arises solely from the holding of an
equity interest or a creditor interest in another person that is a
party to the transaction with the registrant or any of its
subsidiaries, and the transaction is not material to such other
person.
There may be situations where, although these instructions do not
expressly authorize nondisclosure, the interest of a person specified
in paragraphs (a)(1) through (4) in a particular transaction or series
of transactions is not a direct or indirect material interest. In that
case, information regarding such interest and transaction is not
required to be disclosed in response to this paragraph.
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Certain business relationships. Describe any of the following
relationships regarding directors or nominees for director that exist,
or have existed during the registrant's last fiscal year, indicating
the identity of the entity with which the registrant has such a
relationship, the name of the nominee or director affiliated with such
entity and the nature of such nominee's or director's affiliation, the
relationship between such entity and the registrant and the amount of
the business done between the registrant and the entity during the
registrant's last full fiscal year or proposed to be done during the
registrant's current fiscal year:
If the nominee or director is, or during the last fiscal year has
been, an executive officer of, or owns, or during the last fiscal year
has owned, of record or beneficially in excess of ten percent equity
interest in, any business or professional entity that has made during
the registrant's last full fiscal year, or proposes to make during the
registrant's current fiscal year, payments to the registrant or its
subsidiaries for property or services in excess of five percent of (i)
the registrant's consolidated gross revenues for its last full fiscal
year, or (ii) the other entity's consolidated gross revenues for its
last full fiscal year;
If the nominee or director is, or during the last fiscal year has
been, an executive officer of, or owns, or during the last fiscal year
has owned, of record or beneficially in excess of ten percent equity
interest in, any business or professional entity to which the
registrant or its subsidiaries has made during the registrant's last
full fiscal year, or proposes to make during the registrant's current
fiscal year, payments for property or services in excess of five
percent of (i) the registrant's consolidated gross revenues for its
last full fiscal year, or (ii) the other entity's consolidated gross
revenues for its last full fiscal year;
If the nominee or director is, or during the last fiscal year has
been, an executive officer of, or owns, or during the last fiscal year
has owned, of record or beneficially in excess of ten percent equity
interest in, any business or professional entity to which the
registrant or its subsidiaries was indebted at the end of the
registrant's last full fiscal year in an aggregate amount in excess of
five percent of the registrant's total consolidated assets at the end
of such fiscal year;
If the nominee or director is, or during the last fiscal year has
been, a member of, or of counsel to, a law firm that the issuer has
retained during the last fiscal year or proposes to retain during the
current fiscal year; provided, however, that the dollar amount of fees
paid to a law firm by the registrant need not be disclosed if such
amount does not exceed five percent of the law firm's gross revenues
for that firm's last full fiscal year;
If the nominee or director is, or during the last fiscal year has
been, a partner or executive officer of any investment banking firm
that has performed services for the registrant, other than as a
participating underwriter in a syndicate, during the last fiscal year
or that the registrant proposes to have perform services during the
current year; provided, however, That the dollar amount of
compensation received by an investment banking firm need not be
disclosed if such amount does not exceed five percent of the
investment banking firm's consolidated gross revenues for that firm's
last full fiscal year; or
Any other relationships that the registrant is aware of between the
nominee or director and the registrant that are substantially similar
in nature and scope to those relationships listed in paragraphs (b)(1)
through (5).
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Instructions to Paragraph (b) of Item 404:
In order to determine whether payments or indebtedness exceed five
percent of the consolidated gross revenues of any entity, other than
the registrant, it is appropriate to rely on information provided by
the nominee or director.
In calculating payments for property and services the following may be
excluded:
Payments where the rates or charges involved in the transaction are
determined by competitive bids, or the transaction involves the
rendering of services as a common contract carrier, or public utility,
at rates or charges fixed in conformity with law or governmental
authority;
Payments that arise solely from the ownership of securities of the
registrant and no extra or special benefit not shared on a pro rata
basis by all holders of the class of securities is received; or
Payments made or received by subsidiaries other than significant
subsidiaries as defined in Rule 1-02(w) of Regulation S-X, provided
that all such subsidiaries making or receiving payments, when
considered in the aggregate as a single subsidiary, would not
constitute a significant subsidiary as defined in Rule 1-02(w).
In calculating indebtedness the following may be excluded:
Debt securities that have been publicly offered, admitted to trading
on a national securities exchange, or quoted on the automated
quotation system of a registered securities association;
Amounts due for purchases subject to the usual trade terms; or
Indebtedness incurred by subsidiaries other than significant
subsidiaries as defined in Rule 1-02(w) of Regulation S-X, provided
that all such subsidiaries incurring indebtedness, when considered in
the aggregate as a single subsidiary, would not constitute a
significant subsidiary as defined in Rule 1-02(w).
No information called for by paragraph (b) need be given respecting
any director who is no longer a director at the time of filing the
registration statement or report containing such disclosure. If such
information is being presented in a proxy or information statement, no
information need be given respecting any director whose term of office
as a director will not continue after the meeting to which the
statement relates.
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Indebtedness of management. If any of the following persons has been
indebted to the registrant or its subsidiaries at any time since the
beginning of the registrant's last fiscal year in an amount in excess
of $60,000, indicate the name of such person, the nature of the
person's relationship by reason of which such person's indebtedness is
required to be described, the largest aggregate amount of indebtedness
outstanding at any time during such period, the nature of the
indebtedness and of the transaction in which it was incurred, the
amount thereof outstanding as of the latest practicable date and the
rate of interest paid or charged thereon:
Any director or executive officer of the registrant;
Any nominee for election as a director;
Any member of the immediate family of any of the persons specified in
paragraph (c)(1) or (2);
Any corporation or organization (other than the registrant or a
majority-owned subsidiary of the registrant) of which any of the
persons specified in paragraph (c)(1) or (2) is an executive officer
or partner or is, directly or indirectly, the beneficial owner of ten
percent or more of any class of equity securities; and
Any trust or other estate in which any of the persons specified in
paragraph (c)(1) or (2) has a substantial beneficial interest or as to
which such person serves as a trustee or in a similar capacity.
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Instructions to Paragraph (c), of Item 404:
For purposes of paragraph (c), the members of a person's immediate
family are those persons specified in Instruction 2 to Item 404(a).
Exclude from the determination of the amount of indebtedness all
amounts due from the particular person for purchases subject to usual
trade terms, for ordinary travel and expense payments and for other
transactions in the ordinary course of business.
If the lender is a bank, savings and loan association, or
broker-dealer extending credit under Federal Reserve Regulation T [12
CFR part 220] and the loans are not disclosed as nonaccrual, past due,
restructured or potential problems (see Item III.C. 1. and 2. of
Industry Guide 3, Statistical Disclosure by Bank Holding Companies),
disclosure may consist of a statement, if such is the case, that the
loans to such persons were made in the ordinary course of business,
were made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable
transactions with other persons, and did not involve more than the
normal risk of collectibility or present other unfavorable features.
If any indebtedness required to be described arose under section 16(b)
of the Exchange Act and has not been discharged by payment, state the
amount of any profit realized, that such profit will inure to the
benefit of the registrant or its subsidiaries and whether suit will be
brought or other steps taken to recover such profit. If, in the
opinion of counsel, a question reasonably exists as to the
recoverability of such profit, it will suffice to state all facts
necessary to describe the transactions, including the prices and
number of shares involved.
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Transactions with promoters. Registrants that have been organized
within the past five years and that are filing a registration
statement on Form S-1 under the Securities Act or on Form 10 and Form
10-SB under the Exchange Act shall:
State the names of the promoters, the nature and amount of anything of
value (including money, property, contracts, options or rights of any
kind) received or to be received by each promoter, directly or
indirectly, from the registrant and the nature and amount of any
assets, services or other consideration therefore received or to be
received by the registrant; and
As to any assets acquired or to be acquired by the registrant from a
promoter, state the amount at which the assets were acquired or are to
be acquired and the principle followed or to be followed in
determining such amount and identify the persons making the
determination and their relationship, if any, with the registrant or
any promoter. If the assets were acquired by the promoter within two
years prior to their transfer to the registrant, also state the cost
thereof to the promoter.
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Instructions to Item 404:
No information need be given in response to any paragraph of Item 404
as to any compensation or other transaction reported in response to
any other paragraph of Item 404 or to Item 402 of Regulation S-K or as
to any compensation with respect to which information may be omitted
pursuant to Item 402.
If the information called for by Item 404 is being presented in a
registration statement filed pursuant to the Securities Act or the
Exchange Act, information shall be given for the periods specified in
the Item and, in addition, for the two fiscal years preceding the
registrant's last fiscal year.
A foreign private issuer may respond to Item 404 only to the extent
that the registrant discloses to its security holders or otherwise
makes public the information specified in that Item. |
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