Current Report 8k Sec (Page 2 of 22) in pdf

B. Events to be Reported and Time for Filing of Reports.

1. A report on this form is required to be ﬁ led or furnished, as applicable, upon the occurrence of any one or more of the events

speciﬁ ed in the items in Sections 1 - 6 and 9 of this form. Unless otherwise speciﬁ ed, a report is to be ﬁ led or furnished within four

business days after occurrence of the event. If the event occurs on a Saturday, Sunday or holiday on which the Commission is not open

for business, then the four business day period shall begin to run on, and include, the ﬁ rst business day thereafter. A registrant either

furnishing a report on this form under Item 7.01 (Regulation FD Disclosure) or electing to ﬁ le a report on this form under Item 8.01

(Other Events) solely to satisfy its obligations under Regulation FD (17 CFR 243.100 and 243.101) must furnish such report or make such

ﬁ ling, as applicable, in accordance with the requirements of Rule 100(a) of Regulation FD (17 CFR 243.100(a)), including the deadline

for furnishing or ﬁ ling such report. A report pursuant to Item 5.08 is to be ﬁ led within four business days after the registrant determines

the anticipated meeting date.

2. The information in a report furnished pursuant to Item 2.02 (Results of Operations and Financial Condition) or Item 7.01

(Regulation FD Disclosure) shall not be deemed to be “ﬁ led” for purposes of Section 18 of the Exchange Act or otherwise subject to the

liabilities of that section, unless the registrant speciﬁ cally states that the information is to be considered “ﬁ led” under the Exchange Act

or incorporates it by reference into a ﬁ ling under the Securities Act or the Exchange Act. If a report on Form 8-K contains disclosures

under Item 2.02 or Item 7.01, whether or not the report contains disclosures regarding other items, all exhibits to such report relating to

Item 2.02 or Item 7.01 will be deemed furnished, and not ﬁ led, unless the registrant speciﬁ es, under Item 9.01 (Financial Statements and

Exhibits), which exhibits, or portions of exhibits, are intended to be deemed ﬁ led rather than furnished pursuant to this instruction.

3. If the registrant previously has reported substantially the same information as required by this form, the registrant need not

make an additional report of the information on this form. To the extent that an item calls for disclosure of developments concerning a

previously reported event or transaction, any information required in the new report or amendment about the previously reported event

or transaction may be provided by incorporation by reference to the previously ﬁ led report. The term previously reported is deﬁ ned in

Rule 12b-2 (17 CFR 240.12b-2).

4. Copies of agreements, amendments or other documents or instruments required to be ﬁ led pursuant to Form 8-K are not required

to be ﬁ led or furnished as exhibits to the Form 8-K unless speciﬁ cally required to be ﬁ led or furnished by the applicable Item. This

instruction does not affect the requirement to otherwise ﬁ le such agreements, amendments or other documents or instruments, including

as exhibits to registration statements and periodic reports pursuant to the requirements of Item 601 of Regulation S-K.

5. When considering current reporting on this form, particularly of other events of material importance pursuant to Item 7.01

(Regulation FD Disclosure) and Item 8.01(Other Events), registrants should have due regard for the accuracy, completeness and currency

of the information in registration statements ﬁ led under the Securities Act which incorporate by reference information in reports ﬁ led

pursuant to the Exchange Act, including reports on this form.

6. A registrant’s report under Item 7.01 (Regulation FD Disclosure) or Item 8.01 (Other Events) will not be deemed an admission

as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

C. Application of General Rules and Regulations.

The General Rules and Regulations under the Act (17 CFR Part 240) contain certain general requirements which are applicable

to reports on any form. These general requirements should be carefully read and observed in the preparation and ﬁ ling of

reports on this form.

Particular attention is directed to Regulation 12B (17 CFR 240.12b-1 et seq.) which contains general requirements regarding

matters such as the kind and size of paper to be used, the legibility of the report, the information to be given whenever the title

of securities is required to be stated, and the ﬁ ling of the report. The deﬁ nitions contained in Rule 12b-2 should be especially

noted. See also Regulations 13A (17 CFR 240.13a-1 et seq.) and 15D (17 CFR 240.1 5d-1 et seq.).

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