Current Report 8k Sec (Page 12 of 22) in pdf

summarize the contents of the letter or communication.

(d) If the registrant’s board of directors, a committee of the board of directors or the ofﬁ cer or ofﬁ cers of the registrant authorized

to take such action if board action is not required, has taken deﬁ nitive action to cause the listing of a class of its common equity to be

withdrawn from the national securities exchange, or terminated from the automated inter-dealer quotation system of a registered national

securities association, where such exchange or association maintains the principal listing for such class of securities, including by reason

of a transfer of the listing or quotation to another securities exchange or quotation system, describe the action taken and state the date of

the action.

Instructions.

1. The registrant is not required to disclose any information required by paragraph (a) of this Item 3.01 where the delisting is a result of

one of the following:



the entire class of the security has been called for redemption, maturity or retirement; appropriate notice thereof has been given;

if required by the terms of the securities, funds sufﬁ cient for the payment of all such securities have been deposited with an

agency authorized to make such payments; and such funds have been made available to security holders;



the entire class of the security has been redeemed or paid at maturity or retirement;



the instruments representing the entire class of securities have come to evidence, by operation of law or otherwise, other securities

in substitution therefor and represent no other right, except, if true, the right to receive an immediate cash payment (the right of

dissenters to receive the appraised or fair value of their holdings shall not prevent the application of this provision); or



all rights pertaining to the entire class of the security have been extinguished; provided, however, that where such an event

occurs as the result of an order of a court or other governmental authority, the order shall be ﬁ nal, all applicable appeal periods

shall have expired and no appeals shall be pending.

2. A registrant must provide the disclosure required by paragraph (a) or (b) of this Item 3.01, as applicable, regarding any failure to

satisfy a rule or standard for continued listing on the national securities exchange or national securities association (or a facility thereof)

that maintains the principal listing for any class of the registrant’s common equity (as deﬁ ned in Exchange Act Rule 12b-2 (17 CFR

240.12b-2)) even if the registrant has the beneﬁ t of a grace period or similar extension period during which it may cure the deﬁ ciency

that triggers the disclosure requirement.

3. Notices or other communications subsequent to an initial notice sent to, or by, a registrant under Item 3.01(a), (b) or (c) that continue

to indicate that the registrant does not comply with the same rule or standard for continued listing that was the subject of the initial notice

are not required to be ﬁ led, but may be ﬁ led voluntarily.

4. Registrants whose securities are quoted exclusively (i.e., the securities are not otherwise listed on an exchange or association) on

automated inter-dealer quotation systems are not subject to this Item 3.01 and such registrants are thus not required to ﬁ le a Form 8-K

pursuant to this Item 3.01 if the securities are no longer quoted on such quotation system. If a security is listed on an exchange or association

and is also quoted on an automated inter-dealer quotation system, the registrant is subject to the disclosure obligations of Item 3.01 if

any of the events speciﬁ ed in Item 3.01 occur.

Item 3.02 Unregistered Sales of Equity Securities.

(a) If the registrant sells equity securities in a transaction that is not registered under the Securities Act, furnish the information

set forth in paragraphs (a) and (c) through (e) of Item 701 of Regulation S-K (17 CFR 229.701(a) and (c) through (e). For purposes of

determining the required ﬁ ling date for the Form 8-K under this Item 3.02(a), the registrant has no obligation to disclose information under

this Item 3.02 until the registrant enters into an agreement enforceable against the registrant, whether or not subject to conditions, under

which the equity securities are to be sold. If there is no such agreement, the registrant must provide the disclosure within four business

days after the occurrence of the closing or settlement of the transaction or arrangement under which the equity securities are to be sold.

(b) No report need be ﬁ led under this Item 3.02 if the equity securities sold, in the aggregate since its last report ﬁ led under this

Item 3.02 or its last periodic report, whichever is more recent, constitute less than 1% of the number of shares outstanding of the class

of equity securities sold. In the case of a smaller reporting company, no report need be ﬁ led if the equity securities sold, in the aggregate

since its last report ﬁ led under this Item 3.02 or its last periodic report, whichever is more recent, constitute less than 5% of the number

of shares outstanding of the class of equity securities sold.

Instructions.

1. For purposes of this Item 3.02, “the number of shares outstanding” refers to the actual number of shares of equity securities of the class

outstanding and does not include outstanding securities convertible into or exchangeable for such equity securities.

Current Report 8k Sec Page 12

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