[Title 17 CFR 228.201]
[Code of Federal Regulations (annual edition) - April 1, 2007 Edition]
[Title 17 - COMMODITY AND SECURITIES EXCHANGES]
[Chapter II - SECURITIES AND EXCHANGE COMMISSION]
[Part 228 - INTEGRATED DISCLOSURE SYSTEM FOR SMALL]
[Subpart A - Regulation S-B]
[Sec. 228.201 - (Item 201) Market for Common Equity and Related Stockholder Matters.]
[From the U.S. Government Printing Office]
17COMMODITY AND SECURITIES EXCHANGES22007-04-012007-04-01false(Item 201) Market for Common Equity and Related Stockholder Matters.228.201Sec. 228.201COMMODITY AND SECURITIES EXCHANGESSECURITIES AND EXCHANGE COMMISSIONINTEGRATED DISCLOSURE SYSTEM FOR SMALLRegulation S-B
Sec. 228.201 (Item 201) Market for Common Equity and Related Stockholder Matters.
(a) Market information. (1) Identify the principal market or markets
where the small business issuer's common equity is traded. If there is
no public trading market, so state.
(i) If the principal market for the small business issuer's common
equity is an exchange, give the high and low sales prices for each
quarter within the last two fiscal years and any subsequent interim
period for which financial statements are required by Item 310(b).
(ii) If the principal market is not an exchange, give the range of
high and low bid information for the small business issuer's common
equity for each quarter within the last two fiscal years and any
subsequent interim period for which financial statements are required by
Item 310(b). Show the source of the high and low bid information. If
over-the-counter market quotations are provided, also state that the
quotations reflect inter-dealer prices, without retail mark-up, mark-
down or commission and may not represent actual transactions.
(2) If the information called for by paragraph (a) of this Item is
being presented in a registration statement relating to a class of
common equity for which at the time of filing there is no established
public trading market, indicate the amount(s) of common equity:
(i) that is subject to outstanding options or warrants to purchase,
or securities convertible into, common equity of the registrant;
(ii) that could be sold pursuant to Rule 144 under the Securities
Act or that the registrant has agreed to register under the Securities
Act for sale by security holders; or
(iii) that is being or has been proposed to be, publicly offered by
the registrant unless such common equity is being offered pursuant to an
employee benefit plan (or dividend reinvestment plan), the offering of
which could have a material effect on the market price of the
registrant's common equity.
[[Page 347]]
(b) Holders. Give the approximate number of holders of record of
each class of common equity.
(c) Dividends. (1) Discuss any cash dividends declared on each class
of common equity for the last two fiscal years and in any subsequent
period for which financial information is required.
(2) Describe any restrictions that limit the ability to pay
dividends on common equity or that are likely to do so in the future.
(d) Securities authorized for issuance under equity compensation
plans. (1) In the following tabular format, provide the information
specified in paragraph (d)(2) of this Item as of the end of the most
recently completed fiscal year with respect to compensation plans
(including individual compensation arrangements) under which equity
securities of the small business issuer are authorized for issuance,
aggregated as follows:
(i) All compensation plans previously approved by security holders;
and
(ii) All compensation plans not previously approved by security
holders.
Equity Compensation Plan Information
----------------------------------------------------------------------------------------------------------------
Number of securities
remaining available for
Number of securities to Weighted-average future issuance under
Plan category be issued upon exercise exercise price of equity compensation
of outstanding options, outstanding options, plans (excluding
warrants and rights warrants and rights securities reflected in
column (a))
----------------------------------------------------------------------------------------------------------------
(a).................... (b).................... (c)
----------------------------------------------------------------------------------------------------------------
Equity compensation plans approved by
security holders
Equity compensation plans not
approved by security holders
Total
----------------------------------------------------------------------------------------------------------------
(2) The table shall include the following information as of the end
of the most recently completed fiscal year for each category of equity
compensation plan described in paragraph (d)(1) of this Item:
(i) The number of securities to be issued upon the exercise of
outstanding options, warrants and rights (column (a));
(ii) The weighted-average exercise price of the outstanding options,
warrants and rights disclosed pursuant to paragraph (d)(2)(i) of this
Item (column (b)); and
(iii) Other than securities to be issued upon the exercise of the
outstanding options, warrants and rights disclosed in paragraph
(d)(2)(i) of this Item, the number of securities remaining available for
future issuance under the plan (column (c)).
(3) For each compensation plan under which equity securities of the
small business issuer are authorized for issuance that was adopted
without the approval of security holders, describe briefly, in narrative
form, the material features of the plan.
Instructions to paragraph (d). 1. Disclosure shall be provided with
respect to any compensation plan and individual compensation arrangement
of the small business issuer (or parent, subsidiary or affiliate of the
small business issuer) under which equity securities of the small
business issuer are authorized for issuance to employees or non-
employees (such as directors, consultants, advisors, vendors, customers,
suppliers or lenders) in exchange for consideration in the form of goods
or services as described in Statement of Financial Accounting Standards
No. 123, Accounting for Stock-Based Compensation, or any successor
standard. No disclosure is required with respect to:
a. Any plan, contract or arrangement for the issuance of warrants or
rights to all security holders of the small business issuer as such on a
pro rata basis (such as a stock rights offering) or
b. Any employee benefit plan that is intended to meet the
qualification requirements of Section 401(a) of the Internal Revenue
Code (26 U.S.C. 401(a)).
2. For purposes of this paragraph, an ``individual compensation
arrangement'' includes, but is not limited to, the following: a written
compensation contract within the meaning of ``employee benefit plan''
under Sec. 230.405 of this chapter and a plan (whether or not set forth
in any formal document) applicable to one person as provided under
[[Page 348]]
Item 402(a)(5)(ii) of Regulation S-B (Sec. 228.402(a)(5)(ii)).
3. If more than one class of equity security is issued under its
equity compensation plans, a small business issuer should aggregate plan
information for each class of security.
4. A small business issuer may aggregate information regarding
individual compensation arrangements with the plan information required
under paragraph (d)(1)(i) and (ii) of this item, as applicable.
5. A small business issuer may aggregate information regarding a
compensation plan assumed in connection with a merger, consolidation or
other acquisition transaction pursuant to which the small business
issuer may make subsequent grants or awards of its equity securities
with the plan information required under paragraph (d)(1)(i) and (ii) of
this Item, as applicable. A small business issuer shall disclose on an
aggregated basis in a footnote to the table the information required
under paragraph (d)(2)(i) and (ii) of this Item with respect to any
individual options, warrants or rights assumed in connection with a
merger, consolidation or other acquisition transaction.
6. To the extent that the number of securities remaining available
for future issuance disclosed in column (c) includes securities
available for future issuance under any compensation plan or individual
compensation arrangement other than upon the exercise of an option,
warrant or right, disclose the number of securities and type of plan
separately for each such plan in a footnote to the table.
7. If the description of an equity compensation plan set forth in a
small business issuer's financial statements contains the disclosure
required by paragraph (d)(3) of this Item, a cross-reference to such
description will satisfy the requirements of paragraph (d)(3) of this
Item.
8. If an equity compensation plan contains a formula for calculating
the number of securities available for issuance under the plan,
including, without limitation, a formula that automatically increases
the number of securities available for issuance by a percentage of the
number of outstanding securities of the small business issuer, a
description of this formula shall be disclosed in a footnote to the
table.
9. Except where it is part of a document that is incorporated by
reference into a prospectus, the information required by this paragraph
need not be provided in any registration statement filed under the
Securities Act.
Instruction: Canadian issuers should, in addition to the information
called for by this Item, provide the information in Item 201(a)(1)(iv)
of Regulation S-K and Instruction 4 thereto.
[57 FR 36449, Aug. 13, 1992, as amended at 67 FR 245, Jan. 2, 2002; 71
FR 53228, Sept. 8, 2006]