Current Report 8k Sec (Page 11 of 22) in pdf

Item 2.06 Material Impairments.

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, concludes that a material charge for impairment to one or more of its assets, including, without

limitation, impairments of securities or goodwill, is required under generally accepted accounting principles applicable to the registrant,

disclose the following information:

(a) the date of the conclusion that a material charge is required and a description of the impaired asset or assets and the facts and

circumstances leading to the conclusion that the charge for impairment is required;

(b) the registrant’s estimate of the amount or range of amounts of the impairment charge; and

(c) the registrant’s estimate of the amount or range of amounts of the impairment charge that will result in future cash expenditures,

provided, however, that if the registrant determines that at the time of ﬁ ling it is unable in good faith to make a determination of an

estimate required by paragraphs (b) or (c) of this Item 2.06, no disclosure of such estimate shall be required; provided further, however,

that in any such event, the registrant shall ﬁ le an amended report on Form 8-K under this Item 2.06 within four business days after it

makes a determination of such an estimate or range of estimates.

Instruction.

No ﬁ ling is required under this Item 2.06 if the conclusion is made in connection with the preparation, review or audit of ﬁ nancial

statements required to be included in the next periodic report due to be ﬁ led under the Exchange Act, the periodic report is ﬁ led on a

timely basis and such conclusion is disclosed in the report.

Section 3 - Securities and Trading Markets

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(a) If the registrant has received notice from 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)) that:



the registrant or such class of the registrant’s securities does not satisfy a rule or standard for continued listing on the exchange

or association;



the exchange has submitted an application under Exchange Act Rule 12d2-2 (17 CFR 240.12d2-2) to the Commission to delist

such class of the registrant’s securities; or



the association has taken all necessary steps under its rules to delist the security from its automated inter-dealer quotation system,

the registrant must disclose:

(i) the date that the registrant received the notice;

(ii) the a rule or standard for continued listing on the national securities exchange or national securities association that the registrant

fails, or has failed to, satisfy; and

(iii) any action or response that, at the time of ﬁ ling, the registrant has determined to take in response to the notice.

(b) If the registrant has notiﬁ ed 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) that

the registrant is aware of any material noncompliance with a rule or standard for continued listing on the exchange or association, the

registrant must disclose:

(i) the date that the registrant provided such notice to the exchange or association;

(ii) the rule or standard for continued listing on the exchange or association that the registrant fails, or has failed, to satisfy; and

(iii) any action or response that, at the time of ﬁ ling, the registrant has determined to take regarding its noncompliance.

(c) If 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)), in lieu of suspending

trading in or delisting such class of the registrant’s securities, issues a public reprimand letter or similar communication indicating that

the registrant has violated a rule or standard for continued listing on the exchange or association, the registrant must state the date, and

Current Report 8k Sec Page 11

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