Questionnaire for Directors Officers and Shareholders

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This Questionnaire for Directors, Executive Officers and Shareholders is used to obtain or verify information in order to file a SEC report.

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This Questionnaire is used when obtaining or verifying information so the company can complete annual reports to be filed with the Securities and Exchange Commission (SEC) (also known as a 10-K). This questionnaire will be used by directors, executive officers and shareholders who own 5% or more of the company's outstanding stock.

Requested information includes general information (i.e. name, date of birth and offices and positions held), business experience related to the company and if the individual has been convicted in a criminal proceeding. It also requests information regarding compensation paid in cash or bonuses and executive compensation other than cash.

This Questionnaire for Directors, Executive Officers and 5% or More Shareholders contains:
  • Personal Information: Requests the full name, birth date and any company offices or positions held, as well as any family relationship with other directors or officers of the corporation;
  • Experience: Brief account of experience during the last five years, including occupation and employment;
  • Directorships: List of any directorships held by any other company registered with the SEC;
  • Compensation: Information regarding any compensation or cash received for services rendered on behalf of the company;
  • Executive Compensation: Requests information regarding deferred compensation, incentive and compensation plans and arrangements or stock purchase, profit sharing or other plans;
  • Transactions with Management: Sets forth all transactions in which you have a direct or indirect interest;
  • Indebtedness: Sets forth any indebtedness owed to the company;
  • Signatures: This questionnaire must be signed and dated.

Protect yourself and your rights by using our attorney-prepared forms.

This attorney-prepared packet contains:
  1. General Information
  2. Instructions and Checklist
  3. Questionnaire for Directors, Executive Officers and 5% or More Shareholders
State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Questionnaire for Directors
Executive Officers and
5% or More Shareholders

 

 
The purpose of this questionnaire is to obtain or verify information necessary for completing an annual report on Form 10-K to be filed by the Company with the Securities and Exchange Commission (the SEC”) pursuant to the Securities Exchange Act of 1934, as amended. This questionnaire should be completed by all Directors and Executive Officers” of the Company, all persons who have been nominated or chosen to become Directors or Executive Officers and who have consented to act as such, and all beneficial holders of 5% or more of the Companys stock. (See the definition of Executive Officer in Appendix A attached hereto and note that Executive Officer” may include certain significant employees who are not officers of the Company.)
 
Information requested in the questionnaire is as of the date you complete the questionnaire, unless otherwise indicated. IF THE INFORMATION YOU PROVIDE IN THIS QUESTIONNAIRE BECOMES OUTDATED (E.G., IF YOU BUY MORE SHARES OF STOCK OR ACQUIRE OPTIONS TO PURCHASE STOCK AFTER COMPLETING THE QUESTIONNAIRE), PLEASE CONTACT THE PERSON WHO SENT YOU THE QUESTIONNAIRE TO UPDATE THE INFORMATION. Please read each question in its entirety before completing any portion of the question. If additional space is required to complete an answer, please attach additional pages.
 
PLEASE ANSWER EVERY QUESTION AND FILL IN ALL BLANKS. IF A PARTICULAR QUESTION OR BLANK IS NOT APPLICABLE, INSERT “N/A”.
 
QUESTION 1
General Information
 
 
 
 
 
Reg. S-K Item 401(a), (b), (c)
(a)
Your full name:
 
(b)
Your birth date:
 
 
 
 
 
 
(c)
List all positions and offices you currently hold with the Company and all positions and offices previously held with the Company; indicate the term for which you have been elected or appointed to each current office or position and the time periods during which you served in any prior offices or positions.
 
 
 
 
 
 
 
Position or Office
Period Held
Term of Office
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
 
 
 
 
(d)
Describe any arrangement or understanding between you and any other person(s) pursuant to which you were or are to be selected as a director or officer of the Company or a nominee for a directorship of the Company.
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
 
 
 
Reg. S-K Item 401(d)
(e)
State the nature of any family relationship between you and any other director or executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company.
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
 
 
 
Reg. S-K Item 401(e)(1)
(f)
Give a brief account of your business experience during the past five years, including your principal occupations and employment during that period and the name and principal business of any corporation or other organization in which such occupations and employment were conducted. Please indicate whether such corporation or organization is a parent, subsidiary or other affiliate of the Company. (See Appendix A for a definition of “affiliate”). In addition, if you are an executive officer of the Company and have been employed by the Company for less than five years, give a brief explanation of the nature of the responsibilities undertaken by you in your prior positions, including the size of the operation supervised.
Position Held
Name of Organization
Affiliate of the Company
Period (month and year)
Principal Business and Size of Organization
Nature of your Responsibilities
 
 
 
 
 
 
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
Reg. S-K Item 401(e)(2)
(g)
Indicate any directorships held by you in any company that has a class of securities registered with the Securities and Exchange Commission pursuant to Section 12 or subject to the requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended, or any company under the Investment Company Act of 1940, naming such company.
 
 
 
 
 
 
 
Position Held
Name of Company
Period of Service
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
 
 
 
 
(h)
Are any of the corporations which you listed in response to Item (g) above competitive with the business of the Company?
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
If your answer is “yes,” please provide the following information:
 
 
Name of Company
Nature of
 Competition
 
 
______________________
______________________
 
 
______________________
______________________
 
 
______________________
______________________
 
 
______________________
______________________
Reg. S-K Item 401(f), (g)
(i)
(In addition to officers and directors, “Promoters” and “Control Persons” should answer the following questions. Please see the Appendix for definitions of “Promoters” and “Control Persons.”) Please indicate whether, during the last five years:
 
 
 
 
 
 
 
(1) A petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for your business or property, or any partnership in which you were a general partner at or within two years before the time of such filing, or any corporation or business association of which you were an executive officer at or within two years before the time of such filing;
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
(2) You were convicted in a criminal proceeding or are a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
(3) You were the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction permanently or temporarily enjoining you from, or otherwise limiting, the following activities:
 
(i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity.
 
 
 
Yes ________  No ________
 
 
 
(ii) engaging in any type of business practice;
 
 
 
Yes ________  No ________
 
 or
 
 
 
(iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;
 
 
 
Yes ________  No ________
 
 
(4) You were the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days your right to engage in any activity described in subparagraph (3)(i) above, or to be associated with persons engaged in any such activity;
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
(5) You were found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended or vacated; or
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
(6) You were found by a court of competent jurisdiction in a civil action or by the Commodities Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodities Futures Trading Commission has not been subsequently reversed, suspended or vacated.
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
 If you answered “yes” to any of the foregoing questions, please explain the circumstances in detail on a separate sheet of paper.
 
 
 
 
 
 
(j)
State whether you are or have been a member of the Standing Audit, Nominating or Compensation Committees of the Board of Directors of the Company, or committees performing similar functions, and your term as a member thereof.
 
 
_____________________________________________
 
 
_____________________________________________
 
 
 
 
 
QUESTION 2
Executive Compensation--Cash
 
 
 
 
 
Reg. S-K Item 402(a)(1)
(a)
Cash Compensation Paid. Have you received cash compensation for services rendered in any capacity to the Company or any of its subsidiaries during the Companys last fiscal year:
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
If your answer is “yes,” please provide the following information for all such cash compensation:
 
 
 
 
 
 
 
Type of Cash Compensation (salary, bonus, commission, other)
Capacity in Which Served
Amount Paid
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
 
 
 
Reg. S-K Item 402(b)(2)
(b)
Cash Bonuses Accrued, but not Paid. To the best of your knowledge, has any cash compensation in the form of salaries, bonuses, commissions or other forms accrued to your benefit or account, but not been paid or distributed to you, in compensation for services in any capacity that you performed during the last fiscal year for the Company or any of its subsidiaries?
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
If your answer is “Yes,” please provide the following information for all such accrued cash compensation:
 
 
 
 
 
 
 
Type of Cash Compensation (salary, bonus, commission, other)
Capacity in Which Served
Amount Accrued
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
 
 
 
Reg. S-K Item 402(b)(2)
(c)
Cash Bonuses Paid. To the best of your knowledge, has any cash compensation in the form of salaries, bonuses, commissions or other forms accrued to your benefit or account, been paid or distributed to you, in compensation for services in any capacity that you performed during the last fiscal year for the Company or any of its subsidiaries?
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
Type of Cash Compensation (salary, bonus, commission, other)
Capacity in Which Served
Amount Accrued
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
 
 
 
QUESTION 3
Executive Compensation -- Including Pursuant to Plans. Answer the following parts of Question 3 only as applicable to you. If a particular question is not applicable to you, insert “N/A.
 
 
 
 
 
Reg. S-K Item 402(b)(2), (f)
(a) Deferred Compensation. (i) Please describe any amounts contributed, paid or accrued for your account by the Company or any of its subsidiaries in the last fiscal year with respect to any pension or retirement plan, annuity contract, deferred compensation plan or similar arrangement;
 
____________________________________________________
 
____________________________________________________
 
____________________________________________________
 
 
 
 
 
 
(ii) Please describe any compensation earned during the last fiscal year which was deferred at your election until a subsequent date, whether pursuant to a retirement or pension plan or otherwise.
 
____________________________________________________
 
____________________________________________________
 
____________________________________________________
 
 
 
 
 
Reg. S-K Item 402(b)(2), (e)
(b) Incentive and Compensation Plans and Arrangements. Please describe any benefits granted, awarded or entered into with or to you by the Company or any of its subsidiaries during the last fiscal year in the form of stock options, stock appreciation rights (“SAR” -- see Appendix A for definition of “SAR”) plans, phantom stock plans, warrants, convertible securities, performance units, performance shares, Long Term Incentive Plans (“LTIP” -- see Appendix A for definition of “LTIP”), and any other incentive or compensation plan or arrangement (other than as reported in 2(a), 3(g) or 3(i)).
 
 
 
 
 
 
With respect to LTIPs, please provide the information specified in Appendix B, No. 1.
 
____________________________________________________
 
____________________________________________________
 
____________________________________________________
 
____________________________________________________
 
 
 
 
 
Reg. S-K Item 402(b)(2)
(c) Stock Purchase, Profit Sharing and Other Plans. Please describe any amounts contributed, paid or accrued for your account by the Company or any of its subsidiaries in the last fiscal year with respect to any stock purchase, profit sharing, thrift or similar plans or arrangements.
 
____________________________________________________
 
____________________________________________________
 
 
 
 
 
Reg. S-K Item 402(b)(2), (j)
(d) Third-Party Payments. Please describe any remuneration paid to you by a third party under an arrangement between such third party and the Company or any of its subsidiaries.
 
____________________________________________________
 
____________________________________________________
 
 
 
 
 
Reg. S-K Item 402(b)(2)
(e) Future Remuneration. Please describe any remuneration payments proposed to be made to you in the future, directly or indirectly, by the Company or any of its subsidiaries pursuant to any existing plan or arrangement.
 
____________________________________________________
 
____________________________________________________
 
 
 
 
 
Reg. S-K Item 402(h)
(f) Remuneration on Termination of Employment. Please describe any remuneration plan or arrangement under which you may receive payments from the Company or any of its subsidiaries resulting from your resignation, retirement or any other termination of your employment with the Company or any of its subsidiaries or as a result of a change of control of the Company or any of its subsidiaries or change in your responsibilities following such a change in control (not otherwise disclosed).
 
____________________________________________________
 
____________________________________________________
 
 
 
 
 
Reg. S-K Item 402(c)
(g) Options/SARs Granted in Last Fiscal Year. Were you granted or did you hold any options (or tandem SARs) to purchase securities from the Company or any of its subsidiaries during the last fiscal year:
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
If the answer is “Yes”, please furnish the following information (along with the information specified in Appendix B, No. 2) with respect to such options:
Name of Security, Issuer
Class of Security (Common, Preferred, etc.
Amount of Securities Involved
Option Exercise Price (per share)
Market Value Per Share On Date of Grant
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
 
 
 
 
 
 
Note: Place an asterisk in the table above to the left of any option which is in tandem with SARs.
Reg. S-K Item 402(d)
(h) Options/SARs Exercised During Last Fiscal Year. Did you exercise any options (or tandem SARs) to purchase securities from the Company or its subsidiaries during the last fiscal year?
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
If your answer is “Yes”, please provide the following information (along with the information specified in Appendix B, No. 3) with respect to each option exercised:
Name of Security, Issuer
Class of Security (Common, Preferred, etc.
Amount of Securities Involved
Option Exercise Price (per share)
Market Value Per Share On Date of Grant
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
 
 
 
 
 
 
Note: Place an asterisk in the table above to the left of any option which is in tandem with SARs.
Reg. S-K Item 402(c)
(i) Stock Options or Warrants--Other. Have you at any time since the start of the last fiscal year held any options, warrants, stock appreciation rights or other rights to purchase securities of the Company, other than as set forth in response to Item 3(g) above?
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
If the answer is “yes,” please attach a schedule detailing the relevant facts such as the number of rights granted, the average per share option price, the number of any shares purchased and the amount of any cash realized.
 
 
 
 
 
Reg. S-K Item 402(f)
(j) Pension Benefits. If you are eligible for Item pension benefits please state:
 
 
 
 
 
 
a)
whether the benefits are determined primarily by final or average final compensation and years of service;
 
 
 
 
 
 
b)
your estimated annual benefits payable upon retirement;
 
 
 
 
 
 
c)
your estimated credited years of service; and
 
 
 
 
 
 
d)
the basis upon which such pension benefits are computed, and whether or not the pension benefits are subject to any deduction for Social Security or other offset amounts.
 
____________________________________________________
 
____________________________________________________
 
____________________________________________________
 
____________________________________________________
 
 
 
 
 
QUESTION 4
Executive Compensation--Other than Cash
 
 
 
 
 
Reg. S-K Item 402(b)(2)
(a)
Securities and Other Property Distributed as Compensation. Have you received securities or other property under any contract, agreement, plan or arrangement, including restricted stock awards and securities issued on exercise of options at an acquisition price below fair market value, during the Companys last fiscal year, other than pursuant to a Plan, in compensation for services?
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
If your answer is “Yes,” please indicate the date you acquired such securities or property, the price at which you acquired such securities or property, to the best of your knowledge, the fair market price of such securities or property as of the date upon which you became entitled to retain the securities or property, and apportion such compensation between base salary and bonus;
Date Acquired
Property Acquisition Acquired Price
Fair Market Price
Salary/Bonus
__________________
__________________
__________________
__________________
__________________
__________________
__________________
__________________
__________________
__________________
__________________
__________________
__________________
__________________
__________________
__________________
 
 
And with respect to Restricted Stock Awards granted during the last fiscal year, please provide below the additional information specified in Appendix B, No. 4.
 
____________________________________________________
 
____________________________________________________
 
____________________________________________________
 
____________________________________________________
 
 
 
 
 
Reg. S-K Item 402(b)(2)
(b)
Life or Health Insurance Benefits Received. Has the Company paid for you or any of your Associates, the cost of life or health insurance premiums on a policy under which you are insured and the Company or any of its subsidiaries are not the sole beneficiary or paid reimbursement costs of any medical reimbursement plan for your benefit (excluding company-wide, non-discriminatory plans or policies).
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
If your answer is “Yes”, please provide the following information for each such benefit:
Description of  
Benefit
Recipient of  
Benefit
Companys Actual Cost of providing Benefit
________________________
________________________
________________________
________________________
________________________
________________________
________________________
________________________
________________________
________________________
________________________
________________________
 
If additional space is required for an adequate description, please attach additional sheets.
 
 
 
 
 
Reg. S-K Item 402(b)(2)
(c)
Perquisites. Please itemize all remuneration received by you during the last fiscal year in the form of personal benefits or Perquisites (see the definition of “Perquisites” in Appendix A) which are not directly related to job performance (other than those provided to broad categories of employees and which do not discriminate in favor of officers or directors) furnished to you or your family members by the Company or any of its subsidiaries. For your convenience in responding, attached as Appendix “C” is a Checklist of Personal Benefits itemizing the type of benefits which the SEC has indicated may be forms of remuneration. Please complete the Checklist in response to this question.
 
 
 
 
 
QUESTION 5
Director Compensation
 
 
 
 
 
Reg. S-K Item 402(g)
(a) If you are a Director of the Company or any of its subsidiaries, describe any standard arrangement, stating amounts, pursuant to which you are compensated for all services rendered to the Company as a director, including amounts payable for committee participation or special assignments. Also describe any other arrangements pursuant to which you were compensated for your services as a director of the Company during the Companys last fiscal year including any consulting contracts entered into in consideration of your service on the board, and the material terms of any such arrangement.
 
 
 
 
 
 
Type of Arrangement (standard, special)
Duties
Amount
 
______________________
______________
______________
 
______________________
______________
______________
 
______________________
______________
______________
 
______________________
______________
______________
 
 
 
 
 
Reg. S-K Item 402(j)
(b) Compensation Committee Interlocks and Insider Participation in Compensation Decisions. If you are a member of the Companys compensation committee (or other board committee performing equivalent functions) or participated during the last fiscal year in deliberations of the Companys board of directors concerning executive compensation, please so state. If during the last completed fiscal year you served as a director or member of the compensation committee of another entity, one of whose executive officers served as a director or a member of the compensation committee (or other board committee performing equivalent functions) of the Company, please so indicate and give details.
 
____________________________________________________
 
____________________________________________________
 
____________________________________________________
 
____________________________________________________
QUESTION 6
(a)
Beneficial Ownership of Equity Securities. Please indicate the total amount of each class of equity securities of the Company and any of its parents or subsidiaries of which you are the “Beneficial Owner.” Note: You beneficially own all securities with respect to which you have either the right to vote or direct the vote, or the right to dispose or direct the disposition of, whether such securities are owned by you directly (in your own name) or indirectly (in someone elses name although you control the vote or disposition thereof). (For further clarification, see definitions of “Beneficial Ownership,“Equity Securities,“Parents” and “Subsidiaries” as set forth in Appendix A.) Do not include any securities which are to be listed in part (b) below.
Reg. S-K Item 403(a), (b)
 
 
 
 
 
 
Company, Parent or Subsidiary
Class of Security
Amount Owned
Name in which Registered
 
 
______________
______________
______________
______________
 
 
______________
______________
______________
______________
 
 
______________
______________
______________
______________
 
 
______________
______________
______________
______________
 
 
 
 
 
 
 
 
(b)
Rights To Acquire Beneficial Ownership. Please indicate the amount of Equity Securities of the Company, its Parents or Subsidiaries with respect to which you have the right to acquire Beneficial Ownership within 60 days, pursuant to conversion rights, options, warrants or similar rights. (For further clarification, please see Appendix A.)
 
 
 
 
 
 
 
 
Company, Parent or Subsidiary
Class of Security
Type of Right
Amount of Securities Involved
 
 
______________
______________
______________
______________
 
 
______________
______________
______________
______________
 
 
______________
______________
______________
______________
 
 
______________
______________
______________
______________
 
(c)
Total Potential Beneficial Ownership. Please total the amounts of Equity Securities of the Company, its Parents or Subsidiaries that you specified in parts (a) and (b) above.
 
 
 
 
 
 
 
Company, Parent or Subsidiary
Class of Security
Total
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
 
 
 
Reg. S-K Item 403(a), (b) Instruction 2
(d)
Breakdown of Beneficial Ownership. With respect to the total amount of Equity Securities indicated in part (c) above, please show a breakdown of the manner in which you own or hold a right to acquire such securities as follows:
 
 
 
 
 
 
 
(i) Amount of securities with respect to which you have the sole power to vote, or direct the vote:
 
 
 
 
 
 
 
Company, Parent or Subsidiary
Class of Security
Amount
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
 
 
 
 
 
(ii) Amount of securities with respect to which you have a shared power to vote, or direct the vote:
 
 
 
 
 
 
 
Company, Parent or Subsidiary
Class of Security
Amount
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
 
 
 
 
 
(iii) Amount of securities with respect to which you have the sole power to dispose, or direct the disposition of:
 
 
 
 
 
 
 
Company, Parent or Subsidiary
Class of Security
Amount
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
 
 
 
 
 
(iv) Amount of securities with respect to which you have a shared power to dispose, or direct the disposition of:
 
 
 
 
 
 
 
Company, Parent or Subsidiary
Class of Security
Amount
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
 
 
 
Reg. S-K Item 403(a), (b) Instruction 5
 
Please state below the names of any parties with whom you hold the shared voting powers or shared investment powers (powers over disposition) disclosed in subparts (ii) and (iv) above.
Amount and Issuer of Securities
Names of Parties With Whom Shared Voting Power is Held
Names of Parties With Whom Shared Investment Power is Held
________________________
________________________
________________________
________________________
________________________
________________________
________________________
________________________
________________________
________________________
________________________
________________________
 
(e)
Disclaimed Beneficial Ownership. Do you disclaim Beneficial Ownership of any equity securities of the Company, its Parents or Subsidiaries, which are held by any of the following persons or entities:
 
 
 
 
 
 
 
(i) your spouse,
 
 
 
 
 
 
 
(ii) your minor children,
 
 
 
 
 
 
 
(iii) a relative of yours who lives in your home,
 
 
 
 
 
 
 
(iv) a relative of your spouse who lives in your home,
 
 
 
 
 
 
 
(v) a partnership in which you are a member, or
 
 
 
 
 
 
 
(vi) a corporation in which you have controlling influence.
 
 
 
 
 
 
 
Yes ________  >No ________
 
 
 
 
 
 
 
If your answer is “Yes,” please provide the following information below: (1) the issuer and class of any securities involved, (2) the name of any person or entity designated as an owner of such securities, (3) your relationship to each such designated owner, and (4) the amount of securities held by each such designated owner.
Issuer of Securities
Class of Securities
Designated Owner
Your Relationship to Designated Owner
Amount of Securities
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
Reg. S-K Item 403(c)
(f)
Potential Changes in Beneficial Ownership or Control. Please describe any arrangements, including any pledge of securities beneficially owned by you, the operation of which may at some future date result in either (1) a change of ownership of the Equity Securities presently Beneficially Owned by you, or (2) a change in control of the Company.
 
 
 
 
 
 
(g)
Group Membership. Are you a member of a Group that Beneficially Owns, in the aggregate, directly or indirectly, more than 5% of any class of the Companys voting securities? (Please see Appendix A for definition of “Group.”)
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
If your answer is “Yes,” please
 
 
 
 
 
 
 
(i) Give the name of each member of the Group,
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
 
 
 
 
 
(ii) State, separately for yourself and for each member of the Group, the class and amount of securities so owned, and
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
 
 
 
Reg. S-K Item 403 Instruction 7
 
(iii) If the Group is a voting trust or similar agreement, state the duration of the agreement and the names and addresses of the voting trustees, and outline briefly the voting trustees voting rights and other powers under the trust or agreement.
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
 
 
 
 
(h)
Awareness of Groups. Do you know of any person or Group that Beneficially Owns more than 5% of the outstanding Equity Securities of the Company? (Note: See Appendix A for definitions of “Beneficial Ownership” and “Group.”)
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
If the answer is “Yes,” please state the name of the person or identify the Group.
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
 
 
 
 
 
If your answer is “Yes,” please
 
 
 
 
 
 
 
(i) Give the name of each member of the Group,
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
 
 
 
 
 
(ii) State, separately for yourself and for each member of the Group, the class and amount of securities so owned, and
 
 
 
 
 
Reg. S-K Item 403 Instruction 7
 
(iii) If the Group is a voting trust or similar agreement, state the duration of the agreement and the names and addresses of the voting trustees, and outline briefly the voting trustees voting rights and other powers under the trust or agreement.
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
 
 
 
QUESTION 7
Transactions With Management and Others
 
 
 
 
 
Reg. S-K Item 404(a)
(a)
Please describe any transaction since the date of the beginning of the Companys last fiscal year or any proposed transaction to which the Company or any subsidiary was, is, or is to be a party and in which
 
 
 
 
 
 
 
(1) you,
 
 
 
 
 
 
 
(2) any immediate family member, or
 
 
 
 
 
 
 
(3) any firm, corporation, or other entity in which you or any immediate family member had, have, or will have a position or relationship
 
 
 
 
 
 
 
had, have or will have any direct or indirect interest, and indicate the nature and amount of such interest and the amount of such transaction.
 
 
 
 
 
 
 
This question applies to any transaction with the Company or any Subsidiary, whether or not in the ordinary course of business, other than transactions which arise solely out of a persons status with respect to the Company to a subsidiary and such person receives no extra or special benefit (e.g., dividends in the case of a stockholder or salaries or stock options in the case of a director, officer, or employee).
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
 
 
 
 
 
QUESTION 8
Certain Business Relationships
 
 
 
 
 
Reg. S-K Item 404(b)
Are you, or have you, since the date of the beginning of the Companys last fiscal year been,
 
 
 
 
 
 
(A)
an officer or the record or Beneficial Owner (direct or indirect) of more than a 10 percent equity interest in any firm, corporation, or other business or professional entity:
 
 
 
 
 
 
 
(1) which paid the Company and the Subsidiaries for property or services during the Companys last fiscal year in excess of 5 percent of the consolidated gross revenues of such firm, corporation, or other entity for its last fiscal year?
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
or
(2) which proposes to pay the Company and the Subsidiaries for property or services during the last fiscal year in excess of 5 percent of the . . .
 
 
 
 
 
 
 
[See NOTE at end of Question 8(C).]
 
 
 
 
 
 
 
 Companys consolidated gross revenues for the Companys last fiscal year or 5 percent of the consolidated gross revenues of such firm, corporation, or other entity for its last fiscal year?
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
or
(3) to which the Company and its subsidiaries were indebted at any time during the last fiscal year in an amount in excess of 5 percent of the Companys total consolidated assets at the end of the Companys last fiscal year?
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
or
(4) to which the Company and the subsidiaries paid for property or services during the Companys last fiscal year in excess of 5 percent of the Companys consolidated gross revenues or such firm, corporation, or other entity for its last fiscal year?
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
or
(5) to which the Company and the subsidiaries propose to pay for property or services during the Companys last fiscal year in excess of 5 percent of the Companys consolidated gross revenues for the Companys last fiscal year or 5 percent of the consolidated gross revenues of such firm, corporation, or other entity for its last fiscal year?
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
If the answer is “Yes” to any of the foregoing questions, please describe below each such payment and each such indebtedness, state any office you hold with such firm, corporation, or other entity, state the amount and nature of any interest which you had, have, or will have in such payment or indebtedness, state the name of such firm, corporation, or other entity, and state your affiliation with such firm, corporation, or other entity (including your percentage ownership, direct or indirect, of record and beneficially).
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
 
 
 
 
 
This Question 8(a) applies to any payment for property or services of the type described, whether or not in the ordinary course of business, other than payments which arise solely from your ownership of securities of the Company and where you receive no extra special benefit (e.g., dividends).
 
 
 
 
 
 
(B)
a member of or counsel to a law firm that the Company or any subsidiary has retained during the Companys last fiscal year or proposes to retain during the Companys current fiscal year?
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
If the answer is “Yes,” please state the name of the law firm, the amount of fees paid or proposed to be paid to the law firm, and whether that amount exceeds 5 percent of the law firms gross revenues for the law firms last fiscal year.
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
 
 
 
 
(C)
a partner or officer of any investment banking firm that has performed services for the Company or any subsidiary, other than as a participating underwriter in a syndicate, during the Companys last fiscal year or that the Company proposes to have perform services during the Companys current fiscal year?
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
If the answer is “Yes,” please state the name of the investment banking firm, any partnership or office you hold with the investment banking firm, the nature of the services performed, the amount paid or proposed to be paid to the investment banking firm, and whether that amount exceeds 5 percent of the investment banking firms consolidated gross revenues for the investment banking firms last fiscal year.
 
 
 
 
 
 
 
[NOTE: No disclosure need be made of the answers to Question 8(A) and 8(C) where a person is not an Executive Officer (even though that person is an officer) and is not the owner of more than 10 percent equity interest or a partner. For this purpose, the term “Executive Officer” includes the president, any vice president in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy making function, or any other person who performs similar policy making functions. Executive Officers of Subsidiaries may be deemed Executive Officers of the parent corporation if they perform such policy making decisions for the parent corporation.]
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
 
 
 
 
 
 
(D)
Do you have, or have you since the beginning of the Companys last fiscal year had, any other relationship with the Company or any of the Subsidiaries which is substantially similar in nature and scope to those relationships as to which disclosure is requested in Question 9?
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
If the answer is “Yes,” please describe such relationship.
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
 
 
 
 
 
QUESTION 9Reg. S-K Item 404(c)
(A)
Were any of the persons or entities listed below indebted to the Company or any Subsidiary at any time during the Companys last fiscal year?:
 
 
 
 
 
 
 
(1) you,
 
 
 
 
 
 
 
(2) any immediate family member,
 
 
 
 
 
 
 
(3) any corporation or organization (other than the Company or a Subsidiary) of which you are an officer or a partner or are, directly or indirectly, the Beneficial Owner of 10 percent or more of any class of Equity Securities, or
 
 
 
 
 
 
 
(4) any trust or other estate in which you have a substantial beneficial interest or as to which you serve as a trustee or in a similar capacity?
 
 
 
 
 
 
(Include any indebtedness arising from any short-swing profit recoverable under Section 16(b) of the Securities Exchange Act.)
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
If the answer is “Yes,” please furnish the following information with respect to each such person or entity:
 
 
 
 
 
 
(a)
the largest aggregate amount of such indebtedness outstanding at any time since the above date  
_____________________________________________
 
 
 
 
 
 
(b)
the nature of the indebtedness and of the transaction in which it was incurred
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
 
 
 
 
(c)
the amount of such indebtedness outstanding at present
 
 
_____________________________________________
 
 
 
 
 
 
(d)
the rate of interest paid or charged on such indebtedness
 
 
_____________________________________________
 
 
 
 
 
 
Please indicate the name of each person whose indebtedness is described above and the nature of the relationship by reason of which the information is required to be given (including, with respect to any corporation or organization referred to in clause (3) above, any officerships held).
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
 
 
 
 
 
 
(B)
Do you know of any indebtedness arising from any short-swing profit recoverable under Section 16(b) of the Securities Exchange Act presently owed by any of the following persons or entities:
 
 
 
 
 
 
 
(1) any director or officer of the Company,
 
 
 
 
 
 
 
(2) any nominee for election as a director,
 
 
 
 
 
 
 
(3) any immediate family member of any such director, officer, or nominee,
 
 
 
 
 
 
 
(4) any corporation or other organization (other than the Company or any Subsidiary) of which any such director, officer, or nominee is an officer or a partner or is, directly or indirectly, the Beneficial Owner of 10 percent or more of any class of Equity Securities, or
 
 
 
 
 
 
 
(5) any trust or other estate in which any such director, officer, or nominee has a substantial interest or as to which such person serves as a trustee or in a similar capacity?
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
QUESTION 10Reg. S-K Item 401 Instruction 2
(Directors Only) Do you consent to being named as director in the Companys Registration Statement on Form 10 to be filed with the Securities and Exchange Commission?
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
QUESTION 11
Change in Control
 
 
 
 
 
 
Do you know of any Arrangement (see definition), including any pledge by any person of securities of the Company or any of its parents, the operation of which may at a subsequent date result in a change in Control (see definition) of the Company?
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
If your answer is “Yes,” please provide a detailed description of the terms and conditions of any such Arrangement.
 
____________________________________________________
 
____________________________________________________
 
____________________________________________________
 
____________________________________________________
 
 
 
 
 
QUESTION 12
Indemnification
 
 
 
 
 
 
To the best of your knowledge, except as described below, is any director or officer of the Company insured or indemnified in any manner against any liability which he or she may incur in his or her capacity as such, other than pursuant to a statutory provision, bylaw or provision of any agreement to which the Company is a party?
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
If the answer is “Yes,” please describe any such insurance of indemnification arrangement.
 
____________________________________________________
 
____________________________________________________
 
____________________________________________________
 
____________________________________________________
 
 
 
 
 
QUESTION 13
Identity of Associates
 
 
 
 
 
 
Please state the full name, form (e.g., partnership, corporation, etc.), nature of business done by, and principal place of business of each Associate (see definition) of yours referred to in the answers to this questionnaire and your relationship with such Associate.
 
____________________________________________________
 
____________________________________________________
 
____________________________________________________
 
____________________________________________________
 
 
 
 
 
QUESTION 14
Contracts With the Company
 
 
 
 
 
 
Have you or any of your Associates (see definition) been a party to any contract with the Company or any of its Subsidiaries, or in which the Company or any Subsidiary has a beneficial interest, or to which the Company or any of its Subsidiaries has succeeded by assumption or assignment, which is to be performed in whole or in part at or after the date of the proposed filing of the Form 10-K, or which was made not more than two years prior thereto?
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
If the answer is “Yes,” please describe any such contracts, and the parties involved.
 
____________________________________________________
 
____________________________________________________
 
____________________________________________________
 
____________________________________________________
 
 
 
 
 
QUESTION 15
(a)
Were you a Promoter of the Company?
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
If the answer is “Yes,” please provide the following information:
Description of Assets Contributed to Company
Value
Method Used to Determine Value
Cost of Assets to Promoter
__________________
__________________
__________________
__________________
__________________
__________________
__________________
__________________
__________________
__________________
__________________
__________________
__________________
__________________
__________________
__________________
 
 
The answers to the foregoing questions are correctly stated to the best of my information and belief. I shall advise the Secretary of the Company promptly from time to time if any event occurs that to my knowledge would require any change in my answers to the foregoing questions in order to make such answers correct.
 
 
 
  Dated:  
_____________________________________
_____________________________________
 
Signed
 
_____________________________________
 
Typed or printed name of Signer
 
 
 
 
 
 
APPENDIX A. Definitions
(1) An Affiliate” of the Company is any corporation, partnership, association or other business or professional entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with the Company. See definition of “Parent” and “Subsidiary” below.
 
(2) An Arrangement” means any plan, contract, authorization or understanding, whether or not set forth in a formal document.
 
(3) An Associate” of yours means any of the following:
 
(a) A corporation or organization (other than the Company), of which you are an executive officer or partner, or in which you beneficially own, directly or indirectly, 10% or more of any class of equity securities.
 
(b) Any trust or estate, in which you have a substantial beneficial interest, or as to which you are a trustee or serve in a similar fiduciary capacity.
 
(c) Your spouse; parents; children; siblings; mothers and fathers-in-law; sons and daughters-in-law; and brothers and sisters-in-law.
 
(4) A Beneficial Owner” of a security includes any of the following:
 
(a) A person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares:
 
(i) Voting power which includes the power to vote or to direct the voting of, such security; and/or
 
(ii) Investment power which includes the power to dispose, or direct the disposition of, such security.
 
[Please note that either voting power or investment power, or both, is sufficient for you to be considered the beneficial owner of shares.]
 
(b) A person who, directly or indirectly, creates or uses a trust, proxy, power of attorney pooling arrangement or any other contract, arrangement or device with the purpose or effect of divesting such person of beneficial ownership of a security or preventing the vesting of such beneficial ownership as part of a plan or scheme to evade the reporting requirements of the federal securities acts.
 
(c) A person who has the right to acquire beneficial ownership of a security within 60 days, including but not limited to any right to acquire:
 
(i) through the exercise of any option, warrant or right;
 
(ii) through the conversion of a security;
 
(iii) pursuant to the power to revoke a trust, discretionary account or similar arrangement; or
 
(iv) pursuant to the automatic termination of a trust, discretionary account or similar arrangement; provided, however, that any person who acquires a security or power specified in (i), (ii) or (iii), above, with the purpose or effect of changing or influencing the control of the issuer, or in connection with or as a participant in any transaction having such purpose or effect, immediately upon such acquisition is deemed to be the beneficial owner of the securities which may be acquired through the exercise or conversion of such security or power.
 
5. Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.
 
6. A Control Person” means a person who possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.
 
7. Equitable Ownership,” for purposes of this questionnaire, means ownership of any “equity security” described in item 5, below.
 
8. An Equity Security” is any stock or similar security, certificate of interest or participation in any profit, sharing agreement, pre-organization certificate of subscription, transferable share, voting trust certificate or certificate of deposit for an equity security, limited partnership interest, interest in a joint venture, or certificate of interest in a business trust; or any security convertible, with or without consideration, into such a security or carrying any warrant or right to subscribe to or purchase such a security; or any such warrant or right; or any put, call, straddle or other option or privilege of buying such a security from or selling such a security to another without being bound to do so.
 
9. Executive Officer” means the president, secretary, treasurer, and vice president in charge of a principal business unit, division of function (such as sales, administration or finance), and any person who performs a policy making function or any other person who performs similar policy making functions for the Company. If the Company is not subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act”), or is exempt therefrom by virtue of Exchange Act §12(g)(2)(G), this Questionnaire should also be completed by each person such as a production manager, sales manager or research scientist who, although not an “executive officer”, makes or is expected to make significant contributions to the business of the Company, and such person shall be considered an “executive officer” hereunder.
 
10. Family Relationship” means any relationship by blood, marriage, or adoption, not more remote than first cousin.
 
11. Group” means two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of an issuer.
 
12. 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 Company or an affiliate, the Companys stock price, or any other measure but excluding restricted stock, stock option and Stock Appreciation Right plans.
 
13. Member,” as defined by the NASD, means being either any broker or dealer admitted to membership in the NASD or any officer or partner of such a member, or the executive representative of such a member or the substitute for such a representative.
 
14. A Parent” of the Company is any corporation, partnership, association or other entity that directly, or indirectly through one or more intermediaries, controls the Company.
 
15. Perquisites” are certain personal benefits that an individual receives from the Company. Among the personal benefits which the SEC believes should be reported as remuneration are payments made for the following purposes:
 
(a) home repairs and improvements;
 
(b) housing and other living expenses (including domestic service) provided at your principal and/or vacation residences;
 
(c) the personal use of Company property such as automobiles, airplane, yachts, apartments, hunting lodges or Company vacation houses;
 
(d) personal travel expenses;
 
(e) personal entertainment and related expenses; and
 
(f) legal, accounting and other professional fees for matters unrelated to the business of the Company.
 
All payments made by the Company for personal benefits that are not directly related to job performance are forms of remuneration that should be included within the reported remuneration.
 
Certain incidental personal benefits that are directly related to job performance may not be reportable forms of remuneration, provided they are authorized and properly accounted for by the Company. Parking spaces, meals at the Companys facilities and office space and furnishings at Company-maintained offices are a few examples of personal benefits directly related to job performance. In addition, certain incidental benefits received by you that are ordinary and necessary to the conduct of the Company may not be forms of remuneration. These job-related benefits may not be remuneration that must be disclosed if the benefits are:
 
(a) available to management employees generally;
 
(b) do not relieve you of expenditures normally considered to be of a personal nature; and
 
(c) are extended to management solely for the purpose of attracting and maintaining qualified personnel, facilitating their conduct of Company business or improving their efficiency in job performance. While itemized expense accounts may be considered job-related benefits the value of which would be excluded from the aggregate remuneration reported, some may be forms of remuneration if they are excessive in amount or conferred too frequently. The final determination must be made in light of the facts of each particular case.
 
(16) Person Associated with a Member,” as defined by the NASD, is every sole proprietor, partner, officer, director or branch manager of any member, or any natural person occupying a similar status or performing similar functions, or any natural person engaged in the investment banking or securities business who is directly or indirectly controlling or controlled by such member (for example, any employee), whether or not any such person is registered or exempt from registration with the NASD.
 
(17) 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, phantom stock, stock options, stock appreciation rights, warrants, convertible securities, performance units and performance shares. A plan may be applicable to one person.
 
(18) Promoter” includes:
 
(a) Any person who, acting alone or in conjunction with one or more other persons, directly or indirectly takes initiative in founding and organizing the business or enterprise of an issuer; or
 
(b) Any person who, in connection with the founding and organizing of the business or enterprise of an issuer, directly or indirectly receives in consideration of services or property, or both services and property, 10 percent or more of any class of securities of the issuer or 10 percent or more of the proceeds from the sale of any class of such securities. However, a person who receives such securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not be deemed a promoter within the meaning of this paragraph if such person does not otherwise take part in founding and organizing the enterprise.
 
(19) A Stock Appreciation Right” means a right representing a share of the Companys or some other entitys securities, under which right the holder may in the future realize compensation which is measurable by reference to the future market price of such share and which is payable in cash, securities, or other property. This definition may include interests in certain plans, such as phantom stock plans, which are not denominated as stock appreciation right plans. A stock appreciation right is said to be “in tandem” with an option, and vice versa, if the benefits under one represent an alternative to or reduce the benefits available under the other.
 
(20) A Subsidiary” of the Company is any corporation, partnership, association or other entity that is directly, or indirectly through one or more intermediaries, controlled by the Company.
 
(21) Underwriter or a Related Person,” as defined by the NASD, with respect to a proposed offering means underwriters, underwriters counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any and all other persons associated with or related to any of such persons.
 
 
 
 
APPENDIX B. Additional Required Information
 
(1) With respect to long term incentive plans (LTIPs”), please provide the dollar value of all payouts pursuant to LTIPs, the number of shares, units, or other rights awarded under a LTIP, whether such award is denominated in stock or cash, and if applicable, the number of shares underlying any such unit or right. Also include the performance or time period until payout or maturation of the award, a description of any specific target, goal or condition to any payout, (and whether any such target, goal or condition was waived by the Company), a description of the material terms of the LTIP, including a general description of the formula or criteria to be applied in determining the amounts payable, and for plans not based on stock price, the dollar value of estimated payout or range of estimated payout under the award (i.e., the minimum amount payable (threshold”), the amount payable if specified performance targets are met (target”), and the maximum payout possible under the plan (“maximum”)).
 
(2) List the number of options granted, the per share exercise price for any such options, the expiration date of any such options, the dollar value of such grant, calculated by multiplying the closing market price of the Companys unrestricted stock on the date of the grant by the number of options granted, and the total number of unexercised options held at the end of the last fiscal year (with the aggregate dollar value of all such options). In addition, if the exercise prices of any options held by you were adjusted or amended in any way since the beginning of the last fiscal year, please list the number of options so adjusted or amended, the exercise prices of such options at the time of adjustment or amendment, the adjusted or amended exercise prices for such options, the length of the original terms of such options remaining on the date of such adjustment or amendment, the new terms of such adjusted or amended options, the dates such adjusted or amended options were scheduled to vest, and the vesting schedule for the options as adjusted or amended.
 
(3) List the number of shares for which options were exercised during the period since January 1, 1991, and the aggregate value realized upon all such exercises (calculated as the difference between the value of the securities underlying such options and the exercise prices of such options at exercise).
 
(4) With respect to restricted stock awards granted during the last fiscal year, please provide the total number of shares awarded, the dollar value of such awards, calculated by multiplying the closing market price of the Companys unrestricted stock on the date of grant by the number of shares awarded (net of any consideration paid by you), vesting information with respect to such shares if such award vests in less than three years from the date of grant, and whether or not dividends will be paid on such shares of restricted stock.
 
 
 
 
APPENDIX C. CHECKLIST OF PERSONAL BENEFITS
(References to the Company include all of its subsidiaries)
 
A. Did you make personal use of any Company-owned or rented property in the following categories:
 
 
 
YES
NO
1.
Airplanes
__________
__________
2.
Pleasure boats or yachts
__________
__________
3.
Automobiles, trucks or other motor vehicles
__________
__________
4.
Houses, apartments or hotel suite
__________
__________
5.
Hunting lodges, resort or vacation properties
__________
__________
6.
Tickets for theater, sports and other entertainment events
__________
__________
7.
Any other property of the Company (Specify: ______________________________ )
 
 
 
B. Except as incidental to your personal use of a Company-owned or rented motor vehicle as reported at A-3 above, did any member of your family occupy or otherwise use Company-owned or rented property or travel at the Companys expense for any purpose?
 
YES
NO
________
___________
C. Did the Company provide any personal benefits of the following types to you or any members of your family?
 
 
 
YES
NO
1.
Home repairs and improvements
__________
__________
2.
Housing and other living expenses (including domestic service) provided at principal or vacation residences
__________
__________
3.
Travel expenses for yourself or family members
__________
__________
4.
Entertainment and related expenses except as recorded on regular expense reports explicitly describing function and purpose
__________
__________
5.
Legal, accounting and other professional fees for matters not directly related to the Company business
__________
__________
6.
Use of corporate staff for personal purposes
__________
__________
7.
Home security systems
__________
__________
8.
In-home use of the Companys products
__________
__________
9.
Chauffeurs
__________
__________
10.
Automobile maintenance expenses except on Company-owned or leased vehicles which you may use in the course of business
__________
__________
11.
Reimbursement of medical costs beyond coverage of Company health plan
__________
__________
12.
Residence telephone services
__________
__________
13.
Luncheon club memberships
__________
__________
14.
Country club memberships
__________
__________
15.
Liability insurance premiums
__________
__________
16.
Other personal benefits
__________
__________
 
D. Did you or any member of your family receive personal benefits from third parties (e.g., favorable bank loans, discounted or free legal services, use of vacation or resort facility, tickets to theater, sporting or other entertainment events) because the Company compensates, directly or indirectly, the third parties providing such benefits?
 
____________________________________________________________________
 
____________________________________________________________________
 
Number of Pages37
DimensionsDesigned for Letter Size (8.5" x 11")
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Product number#43669
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Questionnaire for Directors
Executive Officers and
5% or More Shareholders

 

 
The purpose of this questionnaire is to obtain or verify information necessary for completing an annual report on Form 10-K to be filed by the Company with the Securities and Exchange Commission (the SEC”) pursuant to the Securities Exchange Act of 1934, as amended. This questionnaire should be completed by all Directors and Executive Officers” of the Company, all persons who have been nominated or chosen to become Directors or Executive Officers and who have consented to act as such, and all beneficial holders of 5% or more of the Companys stock. (See the definition of Executive Officer in Appendix A attached hereto and note that Executive Officer” may include certain significant employees who are not officers of the Company.)
 
Information requested in the questionnaire is as of the date you complete the questionnaire, unless otherwise indicated. IF THE INFORMATION YOU PROVIDE IN THIS QUESTIONNAIRE BECOMES OUTDATED (E.G., IF YOU BUY MORE SHARES OF STOCK OR ACQUIRE OPTIONS TO PURCHASE STOCK AFTER COMPLETING THE QUESTIONNAIRE), PLEASE CONTACT THE PERSON WHO SENT YOU THE QUESTIONNAIRE TO UPDATE THE INFORMATION. Please read each question in its entirety before completing any portion of the question. If additional space is required to complete an answer, please attach additional pages.
 
PLEASE ANSWER EVERY QUESTION AND FILL IN ALL BLANKS. IF A PARTICULAR QUESTION OR BLANK IS NOT APPLICABLE, INSERT “N/A”.
 
QUESTION 1
General Information
 
 
 
 
 
Reg. S-K Item 401(a), (b), (c)
(a)
Your full name:
 
(b)
Your birth date:
 
 
 
 
 
 
(c)
List all positions and offices you currently hold with the Company and all positions and offices previously held with the Company; indicate the term for which you have been elected or appointed to each current office or position and the time periods during which you served in any prior offices or positions.
 
 
 
 
 
 
 
Position or Office
Period Held
Term of Office
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
 
 
 
 
(d)
Describe any arrangement or understanding between you and any other person(s) pursuant to which you were or are to be selected as a director or officer of the Company or a nominee for a directorship of the Company.
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
 
 
 
Reg. S-K Item 401(d)
(e)
State the nature of any family relationship between you and any other director or executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company.
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
 
 
 
Reg. S-K Item 401(e)(1)
(f)
Give a brief account of your business experience during the past five years, including your principal occupations and employment during that period and the name and principal business of any corporation or other organization in which such occupations and employment were conducted. Please indicate whether such corporation or organization is a parent, subsidiary or other affiliate of the Company. (See Appendix A for a definition of “affiliate”). In addition, if you are an executive officer of the Company and have been employed by the Company for less than five years, give a brief explanation of the nature of the responsibilities undertaken by you in your prior positions, including the size of the operation supervised.
Position Held
Name of Organization
Affiliate of the Company
Period (month and year)
Principal Business and Size of Organization
Nature of your Responsibilities
 
 
 
 
 
 
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
___________
Reg. S-K Item 401(e)(2)
(g)
Indicate any directorships held by you in any company that has a class of securities registered with the Securities and Exchange Commission pursuant to Section 12 or subject to the requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended, or any company under the Investment Company Act of 1940, naming such company.
 
 
 
 
 
 
 
Position Held
Name of Company
Period of Service
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
 
 
 
 
(h)
Are any of the corporations which you listed in response to Item (g) above competitive with the business of the Company?
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
If your answer is “yes,” please provide the following information:
 
 
Name of Company
Nature of
 Competition
 
 
______________________
______________________
 
 
______________________
______________________
 
 
______________________
______________________
 
 
______________________
______________________
Reg. S-K Item 401(f), (g)
(i)
(In addition to officers and directors, “Promoters” and “Control Persons” should answer the following questions. Please see the Appendix for definitions of “Promoters” and “Control Persons.”) Please indicate whether, during the last five years:
 
 
 
 
 
 
 
(1) A petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for your business or property, or any partnership in which you were a general partner at or within two years before the time of such filing, or any corporation or business association of which you were an executive officer at or within two years before the time of such filing;
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
(2) You were convicted in a criminal proceeding or are a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
(3) You were the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction permanently or temporarily enjoining you from, or otherwise limiting, the following activities:
 
(i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity.
 
 
 
Yes ________  No ________
 
 
 
(ii) engaging in any type of business practice;
 
 
 
Yes ________  No ________
 
 or
 
 
 
(iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;
 
 
 
Yes ________  No ________
 
 
(4) You were the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days your right to engage in any activity described in subparagraph (3)(i) above, or to be associated with persons engaged in any such activity;
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
(5) You were found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended or vacated; or
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
(6) You were found by a court of competent jurisdiction in a civil action or by the Commodities Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodities Futures Trading Commission has not been subsequently reversed, suspended or vacated.
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
 If you answered “yes” to any of the foregoing questions, please explain the circumstances in detail on a separate sheet of paper.
 
 
 
 
 
 
(j)
State whether you are or have been a member of the Standing Audit, Nominating or Compensation Committees of the Board of Directors of the Company, or committees performing similar functions, and your term as a member thereof.
 
 
_____________________________________________
 
 
_____________________________________________
 
 
 
 
 
QUESTION 2
Executive Compensation--Cash
 
 
 
 
 
Reg. S-K Item 402(a)(1)
(a)
Cash Compensation Paid. Have you received cash compensation for services rendered in any capacity to the Company or any of its subsidiaries during the Companys last fiscal year:
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
If your answer is “yes,” please provide the following information for all such cash compensation:
 
 
 
 
 
 
 
Type of Cash Compensation (salary, bonus, commission, other)
Capacity in Which Served
Amount Paid
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
 
 
 
Reg. S-K Item 402(b)(2)
(b)
Cash Bonuses Accrued, but not Paid. To the best of your knowledge, has any cash compensation in the form of salaries, bonuses, commissions or other forms accrued to your benefit or account, but not been paid or distributed to you, in compensation for services in any capacity that you performed during the last fiscal year for the Company or any of its subsidiaries?
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
If your answer is “Yes,” please provide the following information for all such accrued cash compensation:
 
 
 
 
 
 
 
Type of Cash Compensation (salary, bonus, commission, other)
Capacity in Which Served
Amount Accrued
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
 
 
 
Reg. S-K Item 402(b)(2)
(c)
Cash Bonuses Paid. To the best of your knowledge, has any cash compensation in the form of salaries, bonuses, commissions or other forms accrued to your benefit or account, been paid or distributed to you, in compensation for services in any capacity that you performed during the last fiscal year for the Company or any of its subsidiaries?
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
Type of Cash Compensation (salary, bonus, commission, other)
Capacity in Which Served
Amount Accrued
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
 
 
 
QUESTION 3
Executive Compensation -- Including Pursuant to Plans. Answer the following parts of Question 3 only as applicable to you. If a particular question is not applicable to you, insert “N/A.
 
 
 
 
 
Reg. S-K Item 402(b)(2), (f)
(a) Deferred Compensation. (i) Please describe any amounts contributed, paid or accrued for your account by the Company or any of its subsidiaries in the last fiscal year with respect to any pension or retirement plan, annuity contract, deferred compensation plan or similar arrangement;
 
____________________________________________________
 
____________________________________________________
 
____________________________________________________
 
 
 
 
 
 
(ii) Please describe any compensation earned during the last fiscal year which was deferred at your election until a subsequent date, whether pursuant to a retirement or pension plan or otherwise.
 
____________________________________________________
 
____________________________________________________
 
____________________________________________________
 
 
 
 
 
Reg. S-K Item 402(b)(2), (e)
(b) Incentive and Compensation Plans and Arrangements. Please describe any benefits granted, awarded or entered into with or to you by the Company or any of its subsidiaries during the last fiscal year in the form of stock options, stock appreciation rights (“SAR” -- see Appendix A for definition of “SAR”) plans, phantom stock plans, warrants, convertible securities, performance units, performance shares, Long Term Incentive Plans (“LTIP” -- see Appendix A for definition of “LTIP”), and any other incentive or compensation plan or arrangement (other than as reported in 2(a), 3(g) or 3(i)).
 
 
 
 
 
 
With respect to LTIPs, please provide the information specified in Appendix B, No. 1.
 
____________________________________________________
 
____________________________________________________
 
____________________________________________________
 
____________________________________________________
 
 
 
 
 
Reg. S-K Item 402(b)(2)
(c) Stock Purchase, Profit Sharing and Other Plans. Please describe any amounts contributed, paid or accrued for your account by the Company or any of its subsidiaries in the last fiscal year with respect to any stock purchase, profit sharing, thrift or similar plans or arrangements.
 
____________________________________________________
 
____________________________________________________
 
 
 
 
 
Reg. S-K Item 402(b)(2), (j)
(d) Third-Party Payments. Please describe any remuneration paid to you by a third party under an arrangement between such third party and the Company or any of its subsidiaries.
 
____________________________________________________
 
____________________________________________________
 
 
 
 
 
Reg. S-K Item 402(b)(2)
(e) Future Remuneration. Please describe any remuneration payments proposed to be made to you in the future, directly or indirectly, by the Company or any of its subsidiaries pursuant to any existing plan or arrangement.
 
____________________________________________________
 
____________________________________________________
 
 
 
 
 
Reg. S-K Item 402(h)
(f) Remuneration on Termination of Employment. Please describe any remuneration plan or arrangement under which you may receive payments from the Company or any of its subsidiaries resulting from your resignation, retirement or any other termination of your employment with the Company or any of its subsidiaries or as a result of a change of control of the Company or any of its subsidiaries or change in your responsibilities following such a change in control (not otherwise disclosed).
 
____________________________________________________
 
____________________________________________________
 
 
 
 
 
Reg. S-K Item 402(c)
(g) Options/SARs Granted in Last Fiscal Year. Were you granted or did you hold any options (or tandem SARs) to purchase securities from the Company or any of its subsidiaries during the last fiscal year:
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
If the answer is “Yes”, please furnish the following information (along with the information specified in Appendix B, No. 2) with respect to such options:
Name of Security, Issuer
Class of Security (Common, Preferred, etc.
Amount of Securities Involved
Option Exercise Price (per share)
Market Value Per Share On Date of Grant
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
 
 
 
 
 
 
Note: Place an asterisk in the table above to the left of any option which is in tandem with SARs.
Reg. S-K Item 402(d)
(h) Options/SARs Exercised During Last Fiscal Year. Did you exercise any options (or tandem SARs) to purchase securities from the Company or its subsidiaries during the last fiscal year?
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
If your answer is “Yes”, please provide the following information (along with the information specified in Appendix B, No. 3) with respect to each option exercised:
Name of Security, Issuer
Class of Security (Common, Preferred, etc.
Amount of Securities Involved
Option Exercise Price (per share)
Market Value Per Share On Date of Grant
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
 
 
 
 
 
 
Note: Place an asterisk in the table above to the left of any option which is in tandem with SARs.
Reg. S-K Item 402(c)
(i) Stock Options or Warrants--Other. Have you at any time since the start of the last fiscal year held any options, warrants, stock appreciation rights or other rights to purchase securities of the Company, other than as set forth in response to Item 3(g) above?
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
If the answer is “yes,” please attach a schedule detailing the relevant facts such as the number of rights granted, the average per share option price, the number of any shares purchased and the amount of any cash realized.
 
 
 
 
 
Reg. S-K Item 402(f)
(j) Pension Benefits. If you are eligible for Item pension benefits please state:
 
 
 
 
 
 
a)
whether the benefits are determined primarily by final or average final compensation and years of service;
 
 
 
 
 
 
b)
your estimated annual benefits payable upon retirement;
 
 
 
 
 
 
c)
your estimated credited years of service; and
 
 
 
 
 
 
d)
the basis upon which such pension benefits are computed, and whether or not the pension benefits are subject to any deduction for Social Security or other offset amounts.
 
____________________________________________________
 
____________________________________________________
 
____________________________________________________
 
____________________________________________________
 
 
 
 
 
QUESTION 4
Executive Compensation--Other than Cash
 
 
 
 
 
Reg. S-K Item 402(b)(2)
(a)
Securities and Other Property Distributed as Compensation. Have you received securities or other property under any contract, agreement, plan or arrangement, including restricted stock awards and securities issued on exercise of options at an acquisition price below fair market value, during the Companys last fiscal year, other than pursuant to a Plan, in compensation for services?
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
If your answer is “Yes,” please indicate the date you acquired such securities or property, the price at which you acquired such securities or property, to the best of your knowledge, the fair market price of such securities or property as of the date upon which you became entitled to retain the securities or property, and apportion such compensation between base salary and bonus;
Date Acquired
Property Acquisition Acquired Price
Fair Market Price
Salary/Bonus
__________________
__________________
__________________
__________________
__________________
__________________
__________________
__________________
__________________
__________________
__________________
__________________
__________________
__________________
__________________
__________________
 
 
And with respect to Restricted Stock Awards granted during the last fiscal year, please provide below the additional information specified in Appendix B, No. 4.
 
____________________________________________________
 
____________________________________________________
 
____________________________________________________
 
____________________________________________________
 
 
 
 
 
Reg. S-K Item 402(b)(2)
(b)
Life or Health Insurance Benefits Received. Has the Company paid for you or any of your Associates, the cost of life or health insurance premiums on a policy under which you are insured and the Company or any of its subsidiaries are not the sole beneficiary or paid reimbursement costs of any medical reimbursement plan for your benefit (excluding company-wide, non-discriminatory plans or policies).
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
If your answer is “Yes”, please provide the following information for each such benefit:
Description of  
Benefit
Recipient of  
Benefit
Companys Actual Cost of providing Benefit
________________________
________________________
________________________
________________________
________________________
________________________
________________________
________________________
________________________
________________________
________________________
________________________
 
If additional space is required for an adequate description, please attach additional sheets.
 
 
 
 
 
Reg. S-K Item 402(b)(2)
(c)
Perquisites. Please itemize all remuneration received by you during the last fiscal year in the form of personal benefits or Perquisites (see the definition of “Perquisites” in Appendix A) which are not directly related to job performance (other than those provided to broad categories of employees and which do not discriminate in favor of officers or directors) furnished to you or your family members by the Company or any of its subsidiaries. For your convenience in responding, attached as Appendix “C” is a Checklist of Personal Benefits itemizing the type of benefits which the SEC has indicated may be forms of remuneration. Please complete the Checklist in response to this question.
 
 
 
 
 
QUESTION 5
Director Compensation
 
 
 
 
 
Reg. S-K Item 402(g)
(a) If you are a Director of the Company or any of its subsidiaries, describe any standard arrangement, stating amounts, pursuant to which you are compensated for all services rendered to the Company as a director, including amounts payable for committee participation or special assignments. Also describe any other arrangements pursuant to which you were compensated for your services as a director of the Company during the Companys last fiscal year including any consulting contracts entered into in consideration of your service on the board, and the material terms of any such arrangement.
 
 
 
 
 
 
Type of Arrangement (standard, special)
Duties
Amount
 
______________________
______________
______________
 
______________________
______________
______________
 
______________________
______________
______________
 
______________________
______________
______________
 
 
 
 
 
Reg. S-K Item 402(j)
(b) Compensation Committee Interlocks and Insider Participation in Compensation Decisions. If you are a member of the Companys compensation committee (or other board committee performing equivalent functions) or participated during the last fiscal year in deliberations of the Companys board of directors concerning executive compensation, please so state. If during the last completed fiscal year you served as a director or member of the compensation committee of another entity, one of whose executive officers served as a director or a member of the compensation committee (or other board committee performing equivalent functions) of the Company, please so indicate and give details.
 
____________________________________________________
 
____________________________________________________
 
____________________________________________________
 
____________________________________________________
QUESTION 6
(a)
Beneficial Ownership of Equity Securities. Please indicate the total amount of each class of equity securities of the Company and any of its parents or subsidiaries of which you are the “Beneficial Owner.” Note: You beneficially own all securities with respect to which you have either the right to vote or direct the vote, or the right to dispose or direct the disposition of, whether such securities are owned by you directly (in your own name) or indirectly (in someone elses name although you control the vote or disposition thereof). (For further clarification, see definitions of “Beneficial Ownership,“Equity Securities,“Parents” and “Subsidiaries” as set forth in Appendix A.) Do not include any securities which are to be listed in part (b) below.
Reg. S-K Item 403(a), (b)
 
 
 
 
 
 
Company, Parent or Subsidiary
Class of Security
Amount Owned
Name in which Registered
 
 
______________
______________
______________
______________
 
 
______________
______________
______________
______________
 
 
______________
______________
______________
______________
 
 
______________
______________
______________
______________
 
 
 
 
 
 
 
 
(b)
Rights To Acquire Beneficial Ownership. Please indicate the amount of Equity Securities of the Company, its Parents or Subsidiaries with respect to which you have the right to acquire Beneficial Ownership within 60 days, pursuant to conversion rights, options, warrants or similar rights. (For further clarification, please see Appendix A.)
 
 
 
 
 
 
 
 
Company, Parent or Subsidiary
Class of Security
Type of Right
Amount of Securities Involved
 
 
______________
______________
______________
______________
 
 
______________
______________
______________
______________
 
 
______________
______________
______________
______________
 
 
______________
______________
______________
______________
 
(c)
Total Potential Beneficial Ownership. Please total the amounts of Equity Securities of the Company, its Parents or Subsidiaries that you specified in parts (a) and (b) above.
 
 
 
 
 
 
 
Company, Parent or Subsidiary
Class of Security
Total
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
 
 
 
Reg. S-K Item 403(a), (b) Instruction 2
(d)
Breakdown of Beneficial Ownership. With respect to the total amount of Equity Securities indicated in part (c) above, please show a breakdown of the manner in which you own or hold a right to acquire such securities as follows:
 
 
 
 
 
 
 
(i) Amount of securities with respect to which you have the sole power to vote, or direct the vote:
 
 
 
 
 
 
 
Company, Parent or Subsidiary
Class of Security
Amount
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
 
 
 
 
 
(ii) Amount of securities with respect to which you have a shared power to vote, or direct the vote:
 
 
 
 
 
 
 
Company, Parent or Subsidiary
Class of Security
Amount
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
 
 
 
 
 
(iii) Amount of securities with respect to which you have the sole power to dispose, or direct the disposition of:
 
 
 
 
 
 
 
Company, Parent or Subsidiary
Class of Security
Amount
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
 
 
 
 
 
(iv) Amount of securities with respect to which you have a shared power to dispose, or direct the disposition of:
 
 
 
 
 
 
 
Company, Parent or Subsidiary
Class of Security
Amount
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
______________
______________
______________
 
 
 
 
 
Reg. S-K Item 403(a), (b) Instruction 5
 
Please state below the names of any parties with whom you hold the shared voting powers or shared investment powers (powers over disposition) disclosed in subparts (ii) and (iv) above.
Amount and Issuer of Securities
Names of Parties With Whom Shared Voting Power is Held
Names of Parties With Whom Shared Investment Power is Held
________________________
________________________
________________________
________________________
________________________
________________________
________________________
________________________
________________________
________________________
________________________
________________________
 
(e)
Disclaimed Beneficial Ownership. Do you disclaim Beneficial Ownership of any equity securities of the Company, its Parents or Subsidiaries, which are held by any of the following persons or entities:
 
 
 
 
 
 
 
(i) your spouse,
 
 
 
 
 
 
 
(ii) your minor children,
 
 
 
 
 
 
 
(iii) a relative of yours who lives in your home,
 
 
 
 
 
 
 
(iv) a relative of your spouse who lives in your home,
 
 
 
 
 
 
 
(v) a partnership in which you are a member, or
 
 
 
 
 
 
 
(vi) a corporation in which you have controlling influence.
 
 
 
 
 
 
 
Yes ________  >No ________
 
 
 
 
 
 
 
If your answer is “Yes,” please provide the following information below: (1) the issuer and class of any securities involved, (2) the name of any person or entity designated as an owner of such securities, (3) your relationship to each such designated owner, and (4) the amount of securities held by each such designated owner.
Issuer of Securities
Class of Securities
Designated Owner
Your Relationship to Designated Owner
Amount of Securities
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
Reg. S-K Item 403(c)
(f)
Potential Changes in Beneficial Ownership or Control. Please describe any arrangements, including any pledge of securities beneficially owned by you, the operation of which may at some future date result in either (1) a change of ownership of the Equity Securities presently Beneficially Owned by you, or (2) a change in control of the Company.
 
 
 
 
 
 
(g)
Group Membership. Are you a member of a Group that Beneficially Owns, in the aggregate, directly or indirectly, more than 5% of any class of the Companys voting securities? (Please see Appendix A for definition of “Group.”)
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
If your answer is “Yes,” please
 
 
 
 
 
 
 
(i) Give the name of each member of the Group,
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
 
 
 
 
 
(ii) State, separately for yourself and for each member of the Group, the class and amount of securities so owned, and
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
 
 
 
Reg. S-K Item 403 Instruction 7
 
(iii) If the Group is a voting trust or similar agreement, state the duration of the agreement and the names and addresses of the voting trustees, and outline briefly the voting trustees voting rights and other powers under the trust or agreement.
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
 
 
 
 
(h)
Awareness of Groups. Do you know of any person or Group that Beneficially Owns more than 5% of the outstanding Equity Securities of the Company? (Note: See Appendix A for definitions of “Beneficial Ownership” and “Group.”)
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
If the answer is “Yes,” please state the name of the person or identify the Group.
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
 
 
 
 
 
If your answer is “Yes,” please
 
 
 
 
 
 
 
(i) Give the name of each member of the Group,
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
 
 
 
 
 
(ii) State, separately for yourself and for each member of the Group, the class and amount of securities so owned, and
 
 
 
 
 
Reg. S-K Item 403 Instruction 7
 
(iii) If the Group is a voting trust or similar agreement, state the duration of the agreement and the names and addresses of the voting trustees, and outline briefly the voting trustees voting rights and other powers under the trust or agreement.
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
 
 
 
QUESTION 7
Transactions With Management and Others
 
 
 
 
 
Reg. S-K Item 404(a)
(a)
Please describe any transaction since the date of the beginning of the Companys last fiscal year or any proposed transaction to which the Company or any subsidiary was, is, or is to be a party and in which
 
 
 
 
 
 
 
(1) you,
 
 
 
 
 
 
 
(2) any immediate family member, or
 
 
 
 
 
 
 
(3) any firm, corporation, or other entity in which you or any immediate family member had, have, or will have a position or relationship
 
 
 
 
 
 
 
had, have or will have any direct or indirect interest, and indicate the nature and amount of such interest and the amount of such transaction.
 
 
 
 
 
 
 
This question applies to any transaction with the Company or any Subsidiary, whether or not in the ordinary course of business, other than transactions which arise solely out of a persons status with respect to the Company to a subsidiary and such person receives no extra or special benefit (e.g., dividends in the case of a stockholder or salaries or stock options in the case of a director, officer, or employee).
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QUESTION 8
Certain Business Relationships
 
 
 
 
 
Reg. S-K Item 404(b)
Are you, or have you, since the date of the beginning of the Companys last fiscal year been,
 
 
 
 
 
 
(A)
an officer or the record or Beneficial Owner (direct or indirect) of more than a 10 percent equity interest in any firm, corporation, or other business or professional entity:
 
 
 
 
 
 
 
(1) which paid the Company and the Subsidiaries for property or services during the Companys last fiscal year in excess of 5 percent of the consolidated gross revenues of such firm, corporation, or other entity for its last fiscal year?
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
or
(2) which proposes to pay the Company and the Subsidiaries for property or services during the last fiscal year in excess of 5 percent of the . . .
 
 
 
 
 
 
 
[See NOTE at end of Question 8(C).]
 
 
 
 
 
 
 
 Companys consolidated gross revenues for the Companys last fiscal year or 5 percent of the consolidated gross revenues of such firm, corporation, or other entity for its last fiscal year?
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
or
(3) to which the Company and its subsidiaries were indebted at any time during the last fiscal year in an amount in excess of 5 percent of the Companys total consolidated assets at the end of the Companys last fiscal year?
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
or
(4) to which the Company and the subsidiaries paid for property or services during the Companys last fiscal year in excess of 5 percent of the Companys consolidated gross revenues or such firm, corporation, or other entity for its last fiscal year?
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
or
(5) to which the Company and the subsidiaries propose to pay for property or services during the Companys last fiscal year in excess of 5 percent of the Companys consolidated gross revenues for the Companys last fiscal year or 5 percent of the consolidated gross revenues of such firm, corporation, or other entity for its last fiscal year?
 
 
 
 
 
 
 
Yes ________  No ________
 
 
 
 
 
 
 
If the answer is “Yes” to any of the foregoing questions, please describe below each such payment and each such indebtedness, state any office you hold with such firm, corporation, or other entity, state the amount and nature of any interest which you had, have, or will have in such payment or indebtedness, state the name of such firm, corporation, or other entity, and state your affiliation with such firm, corporation, or other entity (including your percentage ownership, direct or indirect, of record and beneficially).
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
_____________________________________________
 
 
 
 
 
 
 
This Question 8(a) applies to any payment for property or services of the type described, whether or not in the ordinary course of business, other than payments which arise solely from your ownership of securities of the Company and where you receive no extra special benefit (e.g., dividends).