[Title 17 CFR 228.403]
[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. 228.403 - (Item 403) Security Ownership of Certain Beneficial Owners and Management.]
[From the U.S. Government Printing Office]
17COMMODITY AND SECURITIES EXCHANGES22007-04-012007-04-01false(Item 403) Security Ownership of Certain Beneficial Owners and Management.228.403Sec. 228.403COMMODITY AND SECURITIES EXCHANGESSECURITIES AND EXCHANGE COMMISSIONINTEGRATED DISCLOSURE SYSTEM FOR SMALLRegulation S-B
Sec. 228.403 (Item 403) Security Ownership of Certain Beneficial Owners and Management.
(a) Security ownership of certain beneficial owners. Complete the
table below
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for any person (including any ``group'') who is known to the small
business issuer to be the beneficial owner of more than five percent of
any class of the small business issuer's voting securities.
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Name and address of Amount and nature of
Title of class (1) beneficial owner (2) beneficial owner (3) Percent of class (4)
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(b) Security ownership of management. Furnish the following
information, as of the most recent practicable date, in substantially
the tabular form indicated, as to each class of equity securities of the
small business issuer or any of its parents or subsidiaries, including
directors' qualifying shares, beneficially owned by all directors and
nominees, naming them, each of the named executive officers as defined
in Item 402(a)(2) (Sec. 228.402(a)(2)), and directors and executive
officers of the small business issuer as a group, without naming them.
Show in column (3) the total number of shares beneficially owned and in
column (4) the percent of the class so owned. Of the number of shares
shown in column (3), indicate, by footnote or otherwise, the amount of
shares that are pledged as security and the amount of shares with
respect to which such persons have the right to acquire beneficial
ownership as specified in Sec. 240.13d-3(d)(1) of this chapter.
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(3) Amount and nature
(1) Title of class (2) Name of beneficial of beneficial (4) Percent of class
owner ownership
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(c) Changes in control. Describe any arrangements which may result
in a change in control of the small business issuer.
Instructions to Item 403: 1. Of the number of shares shown in column (3)
of paragraphs (a) and (b) of this Item, state in a footnote the amount
which the listed beneficial owner has the right to acquire within sixty
days, from options, warrants, rights, conversion privilege or similar
obligations.
2. Where persons hold more than 5% of a class under a voting trust
or similar agreement, provide the following:
(a) the title of such securities;
(b) the amount that they hold under the trust or agreement (if not
clear from the table);
(c) the duration of the agreement;
(d) the names and addresses of the voting trustees; and
(e) a brief outline of the voting rights and other powers of the
voting trustees under the trust or agreement.
3. Calculate the percentages on the basis of the amount of
outstanding securities plus, for each person or group, any securities
that person or group has the right to acquire within 60 days pursuant to
options, warrants, conversion privileges or other rights.
4. In this Item, a beneficial owner of a security means:
(a) Any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise has or shares:
(1) Voting power, which includes the power to vote, or to direct the
voting of, such security; or
(2) Investment power, which includes the power to dispose, or to
direct the disposition of, such security.
(b) Any 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.
5. All securities of the same class beneficially owned by a person,
regardless of the form that such beneficial ownership takes, shall be
totaled in calculating the number of shares beneficially owned by such
person.
6. The small business issuer is responsible for knowing the contents
of any statements filed with the Commission under section 13(d) or 13(g)
of the Exchange Act concerning the beneficial ownership of securities
and may rely upon the information in such statements unless it knows or
has reason to believe that the information is not complete or accurate.
7. The term ``group'' means two or more persons acting as a
partnership, syndicate, or other group for the purpose of acquiring,
holding or disposing of securities of an issuer.
8. Where the small business issuer lists more than one beneficial
owner for the same
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securities, adequate disclosure should be included to avoid confusion.
[57 FR 36449, Aug. 13, 1992, as amended at 57 FR 48150, Oct. 21, 1992;
71 FR 53234, Sept. 8, 2006]