[Title 17 CFR 228.405]
[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. 228.405 - (Item 405) Compliance With Section 16(a) of the Exchange Act.]
[From the U.S. Government Printing Office]


17COMMODITY AND SECURITIES EXCHANGES22007-04-012007-04-01false228.405Sec. 228.405COMMODITY AND SECURITIES EXCHANGESSECURITIES AND EXCHANGE COMMISSIONINTEGRATED DISCLOSURE SYSTEM FOR SMALLRegulation S-B
Sec. 228.405  (Item 405) Compliance With Section 16(a) of the Exchange Act.

    Every small business issuer that has a class of equity securities 
registered pursuant to Section 12 of the Exchange Act (15 U.S.C. 78l) 
shall:
    (a) Based solely upon a review of Forms 3 and 4 (17 CFR 249.103 and 
249.104) and amendments thereto furnished to the registrant under 17 CFR 
240.16a-3(e) during its most recent fiscal year and Forms 5 and 
amendments thereto (17 CFR 249.105) furnished to the registrant with 
respect to its most recent fiscal year, and any written representation 
referred to in paragraph (b)(1) of this section:
    (1) Under the caption ``Section 16(a) Beneficial Ownership Reporting 
Compliance,'' identify each person who, at any time during the fiscal 
year, was a director, officer, beneficial owner of more than ten percent 
of any class of equity securities of the registrant registered pursuant 
to section 12 (``reporting person'') that failed to file on a timely 
basis, as disclosed in the above Forms, reports required by section 
16(a) of the Exchange Act during the most recent fiscal year or prior 
fiscal years.
    (2) For each such person, set forth the number of late reports, the 
number of transactions that were not reported on a timely basis, and any 
known failure to file a required Form. A known failure to file would 
include, but not be limited to, a failure to file a Form 3, which is 
required of all reporting persons, and a failure to file a Form 5 in the 
absence of the written representation referred to in paragraph (b)(1) of 
this section, unless the registrant otherwise knows that no Form 5 is 
required.

    Note: The disclosure requirement is based on a review of the forms 
submitted to the registrant during and with respect to its most recent 
fiscal year, as specified above. Accordingly, a failure to file timely 
need only be disclosed once. For example, if in the most recently 
concluded fiscal year a reporting person filed a Form 4 disclosing a 
transaction that took place in the prior fiscal year, and should have 
been reported in that year, the registrant should disclose that late 
filing and transaction pursuant to this Item for the most recent fiscal 
year, but not in material filed with respect to subsequent years.

    (b) With respect to the disclosure required by paragraph (a) of this 
section, if the registrant:
    (1) Receives a written representation from the reporting person that 
no Form 5 is required; and

[[Page 375]]

    (2) Maintains the representation for two years, making a copy 
available to the Commission or its staff upon request, the registrant 
need not identify such reporting person pursuant to paragraph (a) of 
this section as having failed to file a Form 5 with respect to that 
fiscal year.

[57 FR 36449, Aug. 13, 1992, as amended at 61 FR 30391, June 14, 1996; 
70 FR 46088, Aug. 9, 2005]