Current Report 8k Sec (Page 17 of 22) in pdf

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) If a registrant with a class of equity securities registered under Section 12 of the Exchange Act (15 U.S.C. 78l) amends its articles of

incorporation or bylaws and a proposal for the amendment was not disclosed in a proxy statement or information statement ﬁ led by the

registrant, disclose the following information:

(1) the effective date of the amendment; and

(2) a description of the provision adopted or changed by amendment and, if applicable, the previous provision.

(b) If the registrant determines to change the ﬁ scal year from that used in its most recent ﬁ ling with the Commission other than by means of:

(1) a submission to a vote of security holders through the solicitation of proxies or otherwise; or

(2) an amendment to its articles of incorporation or bylaws,

disclose the date of such determination, the date of the new ﬁ scal year end and the form (for example, Form 10-K or Form 10-Q) on

which the report covering the transition period will be ﬁ led.

Instructions to Item 5.03.

1. Refer to Item 601(b)(3) of Regulation S-K (17 CFR 229.601(b)(3) regarding the ﬁ ling of exhibits to this Item 5.03.

2. With respect to asset-backed securities, as deﬁ ned in 17 CFR 229.1101, disclosure is required under this Item 5.03 regarding any

amendment to the governing documents of the issuing entity, regardless of whether the class of asset-backed securities is reporting under

Section 13 or 15(d) of the Exchange Act.

Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Beneﬁ t Plans.

(a) No later than the fourth business day after which the registrant receives the notice required by section 101(i)(2)(E) of the Employment

Retirement Income Security Act of 1974 (29 U.S.C. 1021(i)(2)(E)), or, if such notice is not received by the registrant, on the same date

by which the registrant transmits a timely notice to an affected ofﬁ cer or director within the time period prescribed by Rule 104(b)(2)

(i)(B) or 104(b)(2)(ii) of Regulation BTR (17 CFR 245.104(b)(2)(i)(B) or 17 CFR 245.104(b)(2)(ii)), provide the information speciﬁ ed

in Rule 104(b) (17 CFR 245.104(b)) and the date the registrant received the notice required by section 101(i)(2)(E) of the Employment

Retirement Income Security Act of 1974 (29 U.S.C. 1021(i)(2)(E)), if applicable.

(b) On the same date by which the registrant transmits a timely updated notice to an affected ofﬁ cer or director, as required by the time

period under Rule 104(b)(2)(iii) of Regulation BTR (17 CFR 245.104(b)(2)(iii)), provide the information speciﬁ ed in Rule 104(b)(3)

(iii) (17 CFR 245.104(b)(2)(iii)).

Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

(a) Brieﬂ y describe the date and nature of any amendment to a provision of the registrant’s code of ethics that applies to the registrant’s

principal executive ofﬁ cer, principal ﬁ nancial ofﬁ cer, principal accounting ofﬁ cer or controller or persons performing similar functions

and that relates to any element of the code of ethics deﬁ nition enumerated in Item 406(b) of Regulations S-K (17 CFR 228.406(b)).

(b) If the registrant has granted a waiver, including an implicit waiver, from a provision of the code of ethics to an ofﬁ cer or person

described in paragraph (a) of this Item 5.05, and the waiver relates to one or more of the elements of the code of ethics deﬁ nition referred

to in paragraph (a) of this Item 5.05, brieﬂ y describe the nature of the waiver, the name of the person to whom the waiver was granted,

and the date of the waiver.

(c) The registrant does not need to provide any information pursuant to this Item 5.05 if it discloses the required information on

its Internet website within four business days following the date of the amendment or waiver and the registrant has disclosed in its most

recently ﬁ led annual report its Internet address and intention to provide disclosure in this manner. If the registrant elects to disclose the

information required by this Item 5.05 through its website, such information must remain available on the website for at least a 12-month

period. Following the 12-month period, the registrant must retain the information for a period of not less than ﬁ ve years. Upon request,

the registrant must furnish to the Commission or its staff a copy of any or all information retained pursuant to this requirement.

Current Report 8k Sec Page 17