red box service publication - amazon s3 · the forms. in addition, the month and year notations on...

Corporate Forms II

Under the Securities Exchange Act of 1934

8-A 10-K

8-K 10-Q

10 11-K

10-D 12b-25

A Red Box� Service Publication

Print Date: July 15, 2020

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CONTENTS

Page

FORM 8-AGENERAL INSTRUCTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

A. Rule as to Use of Form 8-A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

B. Application of General Rules and Regulations . . . . . . . . . . . . . . . . . . . . . . . . 2

C. Preparation of Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

D. Signature and Filing of Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . 2

COVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

INFORMATION REQUIRED IN REGISTRATION STATEMENT . . . . . . . . . . . . . . 4

Item

1. Description of Registrant’s Securities to Be Registered . . . . . . . . . . . . . . . . . . 4

2. Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

INSTRUCTIONS FOR EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

FORM 8-KCOVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

GENERAL INSTRUCTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

A. Rules as to Use of Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

B. Events to Be Reported and Time For Filing of Reports . . . . . . . . . . . . . . . . . . 7

C. Application of General Rules and Regulations . . . . . . . . . . . . . . . . . . . . . . . . 8

D. Preparation of Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

E. Signature and Filing of Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

F. Incorporation By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

G. Use of this Form By Asset-Backed Issuers. . . . . . . . . . . . . . . . . . . . . . . . . . . 9

INFORMATION TO BE INCLUDED IN THE REPORT . . . . . . . . . . . . . . . . . . . . . 10

Section 1—Registrant’s Business and Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Section 2—Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Section 3—Securities and Trading Markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

i

Page

Section 4—Matters Related to Accountants and Financial Statements . . . . . . . . . . . . . 26

Section 5—Corporate Governance and Management . . . . . . . . . . . . . . . . . . . . . . . . . 27

Section 6—Asset-Backed Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

Section 7—Regulation FD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

Section 8—Other Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

Section 9—Financial Statements and Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

FORM 10COVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43


A. Rule as to Use of Form 10. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44


C. Preparation of Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

D. Signature and Filing of Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . 44

E. Omission of Information Regarding Foreign Subsidiaries. . . . . . . . . . . . . . . . . 45

F. Incorporation By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

INFORMATION REQUIRED IN REGISTRATION STATEMENT . . . . . . . . . . . . . . 45

Item

1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

2. Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

3. Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

4. Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . 45

5. Directors and Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

6. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

7. Certain Relationships and Related Transactions, and Director Independence . . . 46

8. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

9. Market Price of and Dividends on the Registrant’s Common Equity and

Related Stockholder Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

10. Recent Sales of Unregistered Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

11. Description of Registrant’s Securities to Be Registered . . . . . . . . . . . . . . . . . . 46

12. Indemnification of Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

13. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . 46

14. Changes in and Disagreements With Accountants on Accounting and

Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

15. Financial Statements and Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

FORM 10-DCOVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51


A. Rule as to Use of Form 10-D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52


C. Preparation of Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

D. Incorporation By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

E. Signature and Filing of Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

PART I—DISTRIBUTION INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

ii

Page

PART II—OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

FORM 10-KCOVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57


A. Rule as to Use of Form 10-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61



D. Signature and Filing of Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

E. Disclosure With Respect to Foreign Subsidiaries . . . . . . . . . . . . . . . . . . . . . . 63

F. Information as to Employee Stock Purchase, Savings and Similar Plans . . . . . . 63

G. Information to Be Incorporated By Reference . . . . . . . . . . . . . . . . . . . . . . . . 63

H. Integrated Reports to Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

I. Omission of Information By Certain Wholly-Owned Subsidiaries . . . . . . . . . . 65

J. Use of this Form By Asset-Backed Issuers. . . . . . . . . . . . . . . . . . . . . . . . . . . 66

PART I

Item

1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

2. Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68


4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

PART II

Item

5. Market For Registrant’s Common Equity, Related Stockholder Matters and

Issuer Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

7. Management’s Discussion and Analysis of Financial Condition and

Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . 69

8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . 69

9. Changes in and Disagreements With Accountants on Accounting and

Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

PART III

Item

10. Directors, Executive Officers and Corporate Governance. . . . . . . . . . . . . . . . . 71

11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

12. Security Ownership of Certain Beneficial Owners and Management and

Related Stockholder Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

13. Certain Relationships and Related Transactions, and Director Independence . . . 71

14. Principal Accountant Fees and Services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

iii

Item Page

PART IV

Item

15. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . 72

16. Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED

PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE

NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT. . . 74

FORM 10-QCOVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77


A. Rule as to Use of Form 10-Q . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80



D. Incorporation By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

E. Integrated Reports to Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

F. Filed Status of Information Presented . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

G. Signature and Filing of Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82

H. Omission of Information By Certain Wholly-Owned Subsidiaries . . . . . . . . . . . 82

PART I. FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83

Item

1. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83

2. Management’s Discussion and Analysis of Financial Condition and

Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83

3. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . 83

4. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83

PART II. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83

Item


1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84

2. Unregistered Sales of Equity Securities and Use of Proceeds . . . . . . . . . . . . . . 84

3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84

4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85

5. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85

6. Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85

FORM 11-KCOVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89


A. Rule as to Use of Form 11-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89



D. Incorporation of Information in Report to Employees . . . . . . . . . . . . . . . . . . . 90

E. Electronic Filers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90

REQUIRED INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91

iv

Item Page

FORM 12b-25COVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93

PART I. REGISTRANT INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93

PART II. RULE 12b-25(b) AND (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

PART III. NARRATIVE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

PART IV. OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

ATTENTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95


v

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIESPURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

GENERAL INSTRUCTIONS

A. Rule as to Use of Form 8-A.

(a) Subject to paragraph (b) below, this form may be used for registration pur-suant to Section 12(b) or (g) of the Securities Exchange Act of 1934 of any class ofsecurities of any issuer which is (1) required to file reports pursuant to Section 13 or15(d) of that Act, (2) is concurrently qualifying a Tier 2 offering statement relatingto that class of securities using the Form S-1 or Form S-11 disclosure models thatincludes financial statements that are audited in accordance with the standards of,and by an accounting firm that is registered with, the Public Company AccountingOversight Board (United States), or (3) pursuant to an order exempting the exchangeon which the issuer has securities listed from registration as a national securitiesexchange.

(b) If the registrant would be required to file an annual report pursuant to Section15(d) of the Act for its last fiscal year, except for the fact that the registration statementon this form will become effective before such report is required to be filed, an annualreport for such fiscal year shall nevertheless be filed within the period specified in theappropriate annual report form.

(c) If this form is used for the registration of a class of securities under Section12(b), it shall become effective:

(1) If a class of securities is not concurrently being registered under the SecuritiesAct of 1933 (15 U.S.C. 77a et seq.) (‘‘Securities Act’’), upon the later of receipt by theCommission of certification from the national securities exchange listed on this form orthe filing of the Form 8-A with the Commission; or

(2) If a class of securities is concurrently being registered under the Securities Act,upon the latest of the filing of the Form 8-A with the Commission, receipt by theCommission of certification from the national securities exchange listed on this formor effectiveness of the Securities Act registration statement relating to the class ofsecurities.

(d) If this form is used for the registration of a class of securities under Section12(g), it shall become effective:

(1) If a class of securities is not concurrently being registered under the SecuritiesAct, upon the filing of the Form 8-A with the Commission; or

(2) If class of securities is concurrently being registered under the Securities Act,upon the later of the filing of the Form 8-A with the Commission or the effectiveness ofthe Securities Act registration statement relating to the class of securities.

(e) Notwithstanding the foregoing in paragraphs (c) and (d) of this form, if this formis used for registration of a class of securities being offered under Regulation A, it shallbecome effective:

1

(1) For the registration of a class of securities under Section 12(b), upon the latest ofthe filing of the Form 8-A with the Commission, the qualification of the Regulation Aoffering statement or the receipt by the Commission of certification from the nationalsecurities exchange listed on this form; or

(2) For the registration of a class of securities under Section 12(g), upon the later ofthe filing of the Form 8-A and qualification of the Regulation A offering statement.

(Note: Registration pursuant to paragraph (e) of this form is not permitted if thefiling of the Form 8-A and, where applicable, the receipt by the Commission of cer-tification from the national securities exchange listed on this form occurs more thanfive calendar days after the qualification of the Regulation A offering statement)

B. Application of General Rules and Regulations.

(a) The General Rules and Regulations under the Act contain certain general re-quirements which are applicable to registration on any form. These general require-ments should be carefully read and observed in the preparation and filing of registrationstatements on this form.

(b) Particular attention is directed to Regulation 12B which contains general re-quirements regarding matters such as the kind and size of paper to be used, legibility,information to be given whenever the title of securities is required to be stated, in-corporation by reference and the filing of the registration statement. The definitionscontained in Rule 12b-2 should be especially noted.

C. Preparation of Registration Statement.

This form is not to be used as a blank form to be filled in, but only as a guide inthe preparation of the registration statement on paper meeting the requirements of Rule12b-12. The registration statement shall contain the item numbers and captions, butthe text of the items may be omitted. The answers to the items shall be prepared in themanner specified in Rule 12b-13.

D. Signature and Filing of Registration Statement.

Eight complete copies of the registration statement, including all papers anddocuments filed as a part thereof (other than exhibits) shall be filed with the Com-mission and at least one such copy shall be filed with each exchange on which thesecurities are to be registered. Exhibits shall be filed with the Commission and with anyexchange in accordance with the Instructions as to Exhibits. At least one copy of theregistration statement filed with the Commission and one filed with each exchangeshall be manually signed. Unsigned copies shall be conformed.

2 Form 8-A


Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIESPURSUANT TO SECTION 12(b) OR (g) OF THE


(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation or organization) (I.R.S. EmployerIdentification No.)

(Address of principal executive offices) (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each classto be so registered

Name of each exchange on whicheach class is to be registered

If this form relates to the registration of a class of securities pursuant to Section 12(b) ofthe Exchange Act and is effective pursuant to General Instruction A.(c) or (e), checkthe following box. &

If this form relates to the registration of a class of securities pursuant to Section 12(g) ofthe Exchange Act and is effective pursuant to General Instruction A.(d) or (e), checkthe following box. &

If this form relates to the registration of a class of securities concurrently with aRegulation A offering, check the following box. &

Securities Act registration statement or Regulation A offering statement file number towhich this form relates: (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

(Title of class)

(Title of class)

3

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to Be Registered.

Furnish the information required by Item 202 of Regulation S-K (§ 229.202 of thischapter), as applicable.

Instruction. If a description of the securities comparable to that required hereis contained in any prior filing with the Commission, such description may beincorporated by reference to such other filing in answer to this item. If suchdescription will be included in a form of prospectus or an offering circular sub-sequently filed by the registrant pursuant to Rule 424(b) under the Securities Act(§ 230.424(b) of this chapter) or Rule 253(g) of Regulation A (§ 230.253(g) of thischapter), this registration statement shall state that such prospectus or offeringcircular shall be deemed to be incorporated by reference into the registrationstatement. If the securities are to be registered on a national securities exchangeand the description has not previously been filed with such exchange, copies of thedescription shall be filed with copies of the application filed with the exchange.

Item 2. Exhibits.

List below all exhibits filed as a part of the registration statement:

Instruction. See the instructions as to exhibits, set forth below.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934,the registrant has duly caused this registration statement to be signed on its behalf bythe undersigned, thereto duly authorized.

(Registrant)

Date

By*Print the name and title of the signing officer under such officer’s signature.

INSTRUCTIONS AS TO EXHIBITS

If the securities to be registered on this form are to be registered on an exchange onwhich other securities of the registrant are registered, or are to be registered pursuant toSection 12(g) of the Act, copies of all constituent instruments defining the rights of theholders of each class of such securities, including any contracts or other documentswhich limit or qualify the rights of such holders, must be filed as exhibits with eachcopy of the registration statement filed with the Commission or with an exchange,subject to Rule 12b-23(c) regarding incorporation of exhibits by reference.

4 Form 8-A


WASHINGTON, DC 20549

FORM 8-K*

CURRENT REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE


Date of report (Date of earliest event reported)

(Exact Name of Registrant as Specified in Charter)

(State or Other Jurisdiction of Incorporation)

(Commission File Number) (IRS Employer Identification No.)

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code

(Former Name or Former Address, if Changed Since Last Report)

*Effective January 1, 2021, Form 8-K is amended by revising the introductory text to Item 2.01,Instruction 4 to Item 2.01, Instruction 5.(i) to Item 2.01, and Item 9.01 as part of amendments toimprove for investors the financial information about acquired or disposed businesses, facilitatemore timely access to capital, and reduce the complexity and costs to prepare the disclosure. SeeSEC Release Nos. 33-10786; 34-88914; IC-33872; May 20, 2020. Compliance Date: Registrantswill not be required to apply the final amendments until the beginning of the registrant’s fiscal yearbeginning after December 31, 2020 (the mandatory compliance date). Voluntary early compliancewith the final amendments is permitted in advance of the registrant’s mandatory compliance dateprovided that the final amendments are applied in their entirety from the date of early compliance.

Effective May 2, 2019, Form 8-K is amended by adding a field to the cover page for securitiesregistered pursuant to Section 12(b) of the Exchange Act, the title of each class of such securities,trading symbol(s) and name of each exchange on which registered, and adding Instruction 4. and 5.to Item 1.01 as part of amendments to modernize and simplify disclosure requirements for publiccompanies, investment advisers, and investment companies; in addition, effective April 2, 2019,Form 8-K is amended by adding Instruction 6. to Item 1.01. See SEC Release Nos. 33-10618; 34-85381; IA-5206; IC-33426; March 20, 2019. Compliance Date: There is a phased compliance datefor the requirements to tag data on the cover page of Form 8-K in Inline XBRL, depending on typeof filer: (i) Large accelerated filers that prepare their financial statements in accordance with U.S.GAAP will be required to comply with the cover page tagging requirements in reports for fiscalperiods ending on or after June 15, 2019; (ii) Accelerated filers that prepare their financialstatements in accordance with U.S. GAAP will be required to comply in reports for fiscal periodsending on or after June 15, 2020; and (iii) All other filers that are subject to the cover page taggingrequirements, including foreign private issuers that prepare their financial statements in accor-dance with IFRS, will be required to comply in reports for fiscal periods ending on or after June 15,2021. These cover page tagging requirements only apply to electronic filers that file the specifiedforms and who are required to submit Interactive Data Files in Inline XBRL format under Reg-ulation S-T (i.e., the requirements do not apply to non-operating companies such as any investmentcompanies registered under the Investment Company Act, business development companies, asdefined in Section 2(a)(48) of that Act, entities that report under the Exchange Act and preparetheir financial statements in accordance with Article 6 of Regulation S-X, or asset-backed issuers).

5

*Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class Trading Symbol(s) Name of each exchange on which registered

Check the appropriate box below if the Form 8-K filing is intended to simulta-neously satisfy the filing obligation of the registrant under any of the following pro-visions (see General Instruction A.2. below):

& Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)

& Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

& Pre-commencement communications pursuant to Rule 14d-2(b) under theExchange Act (17 CFR 240.14d-2(b))

& Pre-commencement communications pursuant to Rule 13e-4(c) under theExchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company asdefined in as defined in [sic] Rule 405 of the Securities Act of 1933 (§ 230.405 of thischapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of thischapter).

Emerging growth company &

If an emerging growth company, indicate by check mark if the registrant has electednot to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the ExchangeAct. &

*Effective May 2, 2019, Form 8-K is amended by adding a field to the cover page forsecurities registered pursuant to Section 12(b) of the Exchange Act, the title of each class of suchsecurities, trading symbol(s) and name of each exchange on which registered as part of amend-ments to modernize and simplify disclosure requirements for public companies, investment ad-visers, and investment companies. See SEC Release Nos. 33-10618; 34-85381; IA-5206; IC-33426; March 20, 2019.Compliance Date: There is a phased compliance date for the requirementsto tag data on the cover page of Form 8-K in Inline XBRL, depending on type of filer: (i) Largeaccelerated filers that prepare their financial statements in accordance with U.S. GAAP will berequired to comply with the cover page tagging requirements in reports for fiscal periods endingon or after June 15, 2019; (ii) Accelerated filers that prepare their financial statements in ac-cordance with U.S. GAAP will be required to comply in reports for fiscal periods ending on orafter June 15, 2020; and (iii) All other filers that are subject to the cover page tagging require-ments, including foreign private issuers that prepare their financial statements in accordance withIFRS, will be required to comply in reports for fiscal periods ending on or after June 15, 2021.These cover page tagging requirements only apply to electronic filers that file the specified formsand who are required to submit Interactive Data Files in Inline XBRL format under RegulationS-T (i.e., the requirements do not apply to non-operating companies such as any investmentcompanies registered under the Investment Company Act, business development companies, asdefined in Section 2(a)(48) of that Act, entities that report under the Exchange Act and preparetheir financial statements in accordance with Article 6 of Regulation S-X, or asset-backed issuers).

6 Form 8-K


A. Rules as to Use of Form 8-K.

1. Form 8-K shall be used for current reports under Section 13 or 15(d) of theSecurities Exchange Act of 1934, filed pursuant to Rule 13a-11 or Rule 15d-11, and forreports of nonpublic information required to be disclosed by Regulation FD (17 CFR243.100 and 243.101).

2. Form 8-K may be used by a registrant to satisfy its filing obligations pursuant toRule 425 under the Securities Act, regarding written communications related tobusiness combination transactions, or Rules 14a-12(b) or Rule 14d-2(b) under theExchange Act, relating to soliciting materials and pre-commencement communicationspursuant to tender offers, respectively, provided that the Form 8-K filing satisfies allthe substantive requirements of those rules (other than the Rule 425(c) requirement toinclude certain specified information in any prospectus filed pursuant to such rule).Such filing is also deemed to be filed pursuant to any rule for which the box is checked.A registrant is not required to check the box in connection with Rule 14a-12(b) or Rule14d-2(b) if the communication is filed pursuant to Rule 425. Communications filedpursuant to Rule 425 are deemed filed under the other applicable sections. See Note 2to Rule 425, Rule 14a-12(b) and Instruction 2 to Rule 14d-2(b)(2).

B. Events to Be Reported and Time For Filing of Reports.

1. A report on this form is required to be filed or furnished, as applicable, upon theoccurrence of any one or more of the events specified in the items in Sections 1–6 and 9of this form. Unless otherwise specified, a report is to be filed or furnished within fourbusiness days after occurrence of the event. If the event occurs on a Saturday, Sundayor holiday on which the Commission is not open for business, then the four businessday period shall begin to run on, and include, the first business day thereafter. Aregistrant either furnishing a report on this form under Item 7.01 (Regulation FDDisclosure) or electing to file 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 filing, as applicable, in accordance with therequirements of Rule 100(a) of Regulation FD (17 CFR 243.100(a)), including thedeadline for furnishing or filing such report. A report pursuant to Item 5.08 is to befiled within four business days after the registrant determines the anticipated meetingdate.

2. The information in a report furnished pursuant to Item 2.02 (Results of Operationsand Financial Condition) or Item 7.01 (Regulation FD Disclosure) shall not be deemedto be ‘‘filed’’ for purposes of Section 18 of the Exchange Act or otherwise subject to theliabilities of that section, unless the registrant specifically states that the information isto be considered ‘‘filed’’ under the Exchange Act or incorporates it by reference into afiling under the Securities Act or the Exchange Act. If a report on Form 8-K containsdisclosures under Item 2.02 or Item 7.01, whether or not the report contains disclosuresregarding other items, all exhibits to such report relating to Item 2.02 or Item 7.01 willbe deemed furnished, and not filed, unless the registrant specifies, under Item 9.01(Financial Statements and Exhibits), which exhibits, or portions of exhibits, are in-tended to be deemed filed rather than furnished pursuant to this instruction.

3. If the registrant previously has reported substantially the same informationas required by this form, the registrant need not make an additional report of theinformation on this form. To the extent that an item calls for disclosure of develop-ments concerning a previously reported event or transaction, any information requiredin the new report or amendment about the previously reported event or transaction maybe provided by incorporation by reference to the previously filed report. The termpreviously reported is defined in Rule 12b-2 (17 CFR 240.12b-2).

Form 8-K 7

4. Copies of agreements, amendments or other documents or instruments requiredto be filed pursuant to Form 8-K are not required to be filed or furnished as exhibits tothe Form 8-K unless specifically required to be filed or furnished by the applicableItem. This instruction does not affect the requirement to otherwise file such agree-ments, amendments or other documents or instruments, including as exhibits toregistration statements and periodic reports pursuant to the requirements of Item 601 ofRegulation S-K.

5. When considering current reporting on this form, particularly of other events ofmaterial importance pursuant to Item 7.01 (Regulation FD Disclosure) and Item 8.01(Other Events), registrants should have due regard for the accuracy, completeness andcurrency of the information in registration statements filed under the Securities Actwhich incorporate by reference information in reports filed pursuant to the ExchangeAct, 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 informationin the report that is required to be disclosed solely by Regulation FD.

C. Application of General Rules and Regulations.

1. The General Rules and Regulations under the Act contain certain general re-quirements which are applicable to reports on any form. These general requirementsshould be carefully read and observed in the preparation and filing of reports on thisform.

2. Particular attention is directed to Regulation 12B which contains general re-quirements regarding matters such as the kind and size of paper to be used, the legi-bility of the report, the information to be given whenever the title of securities isrequired to be stated, and the filing of the report. The definitions contained in Rule 12b-2should be especially noted. See also Regulations 13A and 15D.

D. Preparation of Report.

This form is not to be used as a blank form to be filled in, but only as a guide in thepreparation of the report on paper meeting the requirements of Rule 12b-12 (17 CFR240.12b-12). The report shall contain the number and caption of the applicable item,but the text of such item may be omitted, provided the answers thereto are prepared in themanner specified in Rule 12b-13 (17 CFR 240.12b-13). To the extent that Item 1.01 andone ormore other items of the formare applicable, registrants need not provide the numberand caption of Item 1.01 so long as the substantive disclosure required by Item 1.01 isdisclosed in the report and the number and caption of the other applicable item(s) areprovided. All items that are not required to be answered in a particular report may beomitted and no reference thereto need be made in the report. All instructions should alsobe omitted.

E. Signature and Filing of Report.

Three complete copies of the report, including any financial statements, exhibits orother papers or documents filed as a part thereof, and five additional copies which neednot include exhibits, shall be filed with the Commission. At least one complete copy ofthe report, including any financial statements, exhibits or other papers or documentsfiled as a part thereof, shall be filed with each exchange on which any class of securitiesof the registrant is registered. At least one complete copy of the report filed with theCommission and one such copy filed with each exchange shall be manually signed.Copies not manually signed shall bear typed or printed signatures.

8 Form 8-K

F. Incorporation By Reference.

If the registrant makes available to its stockholders or otherwise publishes, withinthe period prescribed for filing the report, a press release or other document or state-ment containing information meeting some or all of the requirements of this form, theinformation called for may be incorporated by reference to such published document orstatement, in answer or partial answer to any item or items of this form, provided copiesthereof are filed as an exhibit to the report on this form.

G. Use of this Form By Asset-Backed Issuers.

The following applies to registrants that are asset-backed issuers. Terms used inthis General Instruction G. have the same meaning as in Item 1101 of Regulation AB(17 CFR 229.1101).

1. Reportable Events that May Be Omitted.

The registrant need not file a report on this Form upon the occurrence of any one ormore of the events specified in the following:

(a) Item 2.01, Completion of Acquisition or Disposition of Assets;

(b) Item 2.02, Results of Operations and Financial Condition;

(c) Item 2.03, Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant;

(d) Item 2.05, Costs Associated with Exit or Disposal Activities;

(e) Item 2.06, Material Impairments;

(f) Item 3.01, Notice of Delisting or Failure to Satisfy a Continued Listing Rule orStandard; Transfer of Listing;

(g) Item 3.02, Unregistered Sales of Equity Securities;

(h) Item 4.01, Changes in Registrant’s Certifying Accountant;

(i) Item 4.02, Non-Reliance on Previously Issued Financial Statements or a RelatedAudit Report or Completed Interim Review;

(j) Item 5.01, Changes in Control of Registrant;

(k) Item 5.02, Departure of Directors or Principal Officers; Election of Directors;Appointment of Principal Officers;

(l) Item 5.04, Temporary Suspension of Trading Under Registrant’s EmployeeBenefit Plans; and

(m) Item 5.05, Amendments to the Registrant’s Code of Ethics, or Waiver of aProvision of the Code of Ethics.

2. Additional Disclosure For the Form 8-K Cover Page.

Immediately after the name of the issuing entity on the cover page of the Form 8-K,as separate line items, identify the exact name of the depositor as specified in its charterand the exact name of the sponsor as specified in its charter. Include a Central IndexKey number for the depositor and the issuing entity, and if available, the sponsor.

Form 8-K 9

3. Signatures.

The Form 8-K must be signed by the depositor. In the alternative, the Form 8-K maybe signed on behalf of the issuing entity by a duly authorized representative of theservicer. If multiple servicers are involved in servicing the pool assets, a duly authorizedrepresentative of the master servicer (or entity performing the equivalent function) mustsign if a representative of the servicer is to sign the report on behalf of the issuing entity.

INFORMATION TO BE INCLUDED IN THE REPORT

Section 1—Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

(a) If the registrant has entered into a material definitive agreement not made in theordinary course of business of the registrant, or into any amendment of such agreementthat is material to the registrant, disclose the following information:

(1) The date on which the agreement was entered into or amended, the identity ofthe parties to the agreement or amendment and a brief description of any materialrelationship between the registrant or its affiliates and any of the parties, other than inrespect of the material definitive agreement or amendment; and

(2) A brief description of the terms and conditions of the agreement or amendmentthat are material to the registrant.

(b) For purposes of this Item 1.01, amaterial definitive agreementmeans an agreementthat provides for obligations that are material to and enforceable against the registrant, orrights that are material to the registrant and enforceable by the registrant against one ormore other parties to the agreement, in each case whether or not subject to conditions.

Instructions.

1. Any material definitive agreement of the registrant not made in the ordinarycourse of the registrant’s business must be disclosed under this Item 1.01. Anagreement is deemed to be not made in the ordinary course of a registrant’sbusiness even if the agreement is such as ordinarily accompanies the kind ofbusiness conducted by the registrant if it involves the subject matter identified inItem 601(b)(10)(ii)(A)–(D) of Regulation S-K (17 CFR 229.601(b)(10)(ii)(A)–(D)).An agreement involving the subject matter identified in Item 601(b)(10)(iii)(A) or(B) need not be disclosed under this Item.

2. A registrant must provide disclosure under this Item 1.01 if the registrantsucceeds as a party to the agreement or amendment to the agreement byassumption or assignment (other than in connection with a merger or acquisition orsimilar transaction).

3. With respect to asset-backed securities, as defined in Item 1101 of Regula-tion AB (17 CFR 229.1101), disclosure is required under this Item 1.01 regardingthe entry into or an amendment to a definitive agreement that is material to theasset-backed securities transaction, even if the registrant is not a party to suchagreement (e.g., a servicing agreement with a servicer contemplated by Item1108(a)(3) of Regulation AB (17 CFR 229.1108(a)(3)).

*4. To the extent a material definitive agreement is filed as an exhibit under thisItem 1.01, schedules (or similar attachments) to the exhibits are not required to be

*Effective May 2, 2019, Form 8-K is amended by adding Instruction 4. and 5. to Item 1.01 aspart of amendments to modernize and simplify disclosure requirements for public companies,

10 Form 8-K

filed unless they contain information material to an investment or voting decisionand that information is not otherwise disclosed in the exhibit or the disclosuredocument. Each exhibit filed must contain a list briefly identifying the contents ofall omitted schedules. Registrants need not prepare a separate list of omitted in-formation if such information is already included within the exhibit in a mannerthat conveys the subject matter of the omitted schedules and attachments. In ad-dition, the registrant must provide a copy of any omitted schedule to the Com-mission or its staff upon request.

*5. To the extent a material definitive agreement is filed as an exhibit under thisItem 1.01, the registrant may redact information from the exhibit if disclosure ofsuch information would constitute a clearly unwarranted invasion of personalprivacy (e.g., disclosure of bank account numbers, social security numbers, homeaddresses and similar information).

**6. To the extent a material definitive agreement is filed as an exhibit underthis Item 1.01, the registrant may redact provisions or terms of the exhibit if those

investment advisers, and investment companies. See SEC Release Nos. 33-10618; 34-85381; IA-5206; IC-33426; March 20, 2019. Compliance Date: There is a phased compliance date for therequirements to tag data on the cover page of Form 8-K in Inline XBRL, depending on type offiler: (i) Large accelerated filers that prepare their financial statements in accordance with U.S.GAAP will be required to comply with the cover page tagging requirements in reports for fiscalperiods ending on or after June 15, 2019; (ii) Accelerated filers that prepare their financialstatements in accordance with U.S. GAAP will be required to comply in reports for fiscal periodsending on or after June 15, 2020; and (iii) All other filers that are subject to the cover page taggingrequirements, including foreign private issuers that prepare their financial statements in accor-dance with IFRS, will be required to comply in reports for fiscal periods ending on or after June15, 2021. These cover page tagging requirements only apply to electronic filers that file thespecified forms and who are required to submit Interactive Data Files in Inline XBRL formatunder Regulation S-T (i.e., the requirements do not apply to non-operating companies such as anyinvestment companies registered under the Investment Company Act, business developmentcompanies, as defined in Section 2(a)(48) of that Act, entities that report under the Exchange Actand prepare their financial statements in accordance with Article 6 of Regulation S-X, or asset-backed issuers).

*Effective May 2, 2019, Form 8-K is amended by adding Instruction 4. and 5. to Item 1.01 aspart of amendments to modernize and simplify disclosure requirements for public companies,investment advisers, and investment companies. See SEC Release Nos. 33-10618; 34-85381; IA-5206; IC-33426; March 20, 2019. Compliance Date: There is a phased compliance date for therequirements to tag data on the cover page of Form 8-K in Inline XBRL, depending on type offiler: (i) Large accelerated filers that prepare their financial statements in accordance with U.S.GAAP will be required to comply with the cover page tagging requirements in reports for fiscalperiods ending on or after June 15, 2019; (ii) Accelerated filers that prepare their financialstatements in accordance with U.S. GAAP will be required to comply in reports for fiscal periodsending on or after June 15, 2020; and (iii) All other filers that are subject to the cover page taggingrequirements, including foreign private issuers that prepare their financial statements in accor-dance with IFRS, will be required to comply in reports for fiscal periods ending on or after June15, 2021. These cover page tagging requirements only apply to electronic filers that file thespecified forms and who are required to submit Interactive Data Files in Inline XBRL formatunder Regulation S-T (i.e., the requirements do not apply to non-operating companies such as anyinvestment companies registered under the Investment Company Act, business developmentcompanies, as defined in Section 2(a)(48) of that Act, entities that report under the Exchange Actand prepare their financial statements in accordance with Article 6 of Regulation S-X, or asset-backed issuers).

**Effective April 2, 2019, Form 8-K is amended by adding Instruction 6. to Item 1.01 as partof amendments to modernize and simplify disclosure requirements for public companies,

Form 8-K 11

provisions or terms are both (i) not material and (ii) would likely cause competitiveharm to the registrant if publicly disclosed, provided that the registrant intends toincorporate by reference this filing into its future periodic reports or registrationstatements, as applicable, in satisfaction of Item 601(b)(10) of Regulation S-K. If itchooses to redact information pursuant to this instruction, the registrant shouldmark the exhibit index to indicate that portions of the exhibit or exhibits have beenomitted and include a prominent statement on the first page of the redacted exhibitthat certain identified information has been excluded from the exhibit because it isboth (i) not material and (ii) would likely cause competitive harm to the registrantif publicly disclosed. The registrant also must indicate by brackets where theinformation is omitted from the filed version of the exhibit.

If requested by the Commission or its staff, the registrant must promptly pro-vide an unredacted copy of the exhibit on a supplemental basis. The Commissionor its staff also may request the registrant to provide its materiality and competitiveharm analyses on a supplemental basis. Upon evaluation of the registrant’s sup-plemental materials, the Commission or its staff may request the registrant toamend its filing to include in the exhibit any previously redacted information thatis not adequately supported by the registrant’s materiality and competitive harmanalyses.

The registrant may request confidential treatment of the supplemental materialsubmitted under Instruction 6 of this Item pursuant to Rule 83 (§ 200.83 of thischapter) while it is in the possession of the Commission or its staff. After com-pleting its review of the supplemental information, the Commission or its staff willreturn or destroy it at the request of the registrant, if the registrant complies withthe procedures outlined in Rules 418 or 12b-4 (§ 230.418 or 240.12b-4 of thischapter).

Item 1.02. Termination of a Material Definitive Agreement.

(a) If a material definitive agreement which was not made in the ordinary course ofbusiness of the registrant and to which the registrant is a party is terminated otherwisethan by expiration of the agreement on its stated termination date, or as a result of allparties completing their obligations under such agreement, and such termination of theagreement is material to the registrant, disclose the following information:

investment advisers, and investment companies. See SEC Release Nos. 33-10618; 34-85381; IA-5206; IC-33426; March 20, 2019. Compliance Date: There is a phased compliance date for therequirements to tag data on the cover page of Form 8-K in Inline XBRL, depending on type offiler: (i) Large accelerated filers that prepare their financial statements in accordance with U.S.GAAP will be required to comply with the cover page tagging requirements in reports for fiscalperiods ending on or after June 15, 2019; (ii) Accelerated filers that prepare their financialstatements in accordance with U.S. GAAP will be required to comply in reports for fiscal periodsending on or after June 15, 2020; and (iii) All other filers that are subject to the cover page taggingrequirements, including foreign private issuers that prepare their financial statements in accor-dance with IFRS, will be required to comply in reports for fiscal periods ending on or after June15, 2021. These cover page tagging requirements only apply to electronic filers that file thespecified forms and who are required to submit Interactive Data Files in Inline XBRL formatunder Regulation S-T (i.e., the requirements do not apply to non-operating companies such as anyinvestment companies registered under the Investment Company Act, business developmentcompanies, as defined in Section 2(a)(48) of that Act, entities that report under the Exchange Actand prepare their financial statements in accordance with Article 6 of Regulation S-X, or asset-backed issuers).

12 Form 8-K

(1) The date of the termination of the material definitive agreement, the identity ofthe parties to the agreement and a brief description of any material relationship betweenthe registrant or its affiliates and any of the parties other than in respect of the materialdefinitive agreement;

(2) A brief description of the terms and conditions of the agreement that are materialto the registrant;

(3) A brief description of the material circumstances surrounding the termination; and

(4) Any material early termination penalties incurred by the registrant.

(b) For purposes of this Item 1.02, the term material definitive agreement shall havethe same meaning as set forth in Item 1.01(b).

Instructions.

1. No disclosure is required solely by reason of this Item 1.02 during nego-tiations or discussions regarding termination of a material definitive agreementunless and until the agreement has been terminated.

2. No disclosure is required solely by reason of this Item 1.02 if the registrantbelieves in good faith that the material definitive agreement has not been termi-nated, unless the registrant has received a notice of termination pursuant to theterms of agreement.

3. With respect to asset-backed securities, as defined in Item 1101 of Regula-tion AB (17 CFR 229.1101), disclosure is required under this Item 1.02 regardingthe termination of a definitive agreement that is material to the asset-backedsecurities transaction (otherwise than by expiration of the agreement on its statedtermination date or as a result of all parties completing their obligations under suchagreement), even if the registrant is not a party to such agreement (e.g., a servicingagreement with a servicer contemplated by Item 1108(a)(3) of Regulation AB (17CFR 229.1108(a)(3)).

Item 1.03. Bankruptcy or Receivership.

(a) If a receiver, fiscal agent or similar officer has been appointed for a registrant orits parent, in a proceeding under the U.S. Bankruptcy Code or in any other proceedingunder state or federal law in which a court or governmental authority has assumedjurisdiction over substantially all of the assets or business of the registrant or its parent,or if such jurisdiction has been assumed by leaving the existing directors and officersin possession but subject to the supervision and orders of a court or governmentalauthority, disclose the following information:

(1) The name or other identification of the proceeding;

(2) The identity of the court or governmental authority;

(3) The date that jurisdiction was assumed; and

(4) The identity of the receiver, fiscal agent or similar officer and the date of his orher appointment.

(b) If an order confirming a plan of reorganization, arrangement or liquidation hasbeen entered by a court or governmental authority having supervision or jurisdictionover substantially all of the assets or business of the registrant or its parent, disclose thefollowing;

(1) The identity of the court or governmental authority;

Form 8-K 13

(2) The date that the order confirming the plan was entered by the court or gov-ernmental authority;

(3) A summary of the material features of the plan and, pursuant to Item 9.01(Financial Statements and Exhibits), a copy of the plan as confirmed;

(4) The number of shares or other units of the registrant or its parent issued andoutstanding, the number reserved for future issuance in respect of claims and interestsfiled and allowed under the plan, and the aggregate total of such numbers; and

(5) Information as to the assets and liabilities of the registrant or its parent as of thedate that the order confirming the plan was entered, or a date as close thereto aspracticable.

Instructions.

1. The information called for in paragraph (b)(5) of this Item 1.03 may bepresented in the form in which it was furnished to the court or governmentalauthority.

2. With respect to asset-backed securities, disclosure also is required under thisItem 1.03 if the depositor (or servicer if the servicer signs the report on Form 10-K(17 CFR 249.310) of the issuing entity) becomes aware of any instances describedin paragraph (a) or (b) of this Item with respect to the sponsor, depositor, servicercontemplated by Item 1108(a)(3) of Regulation AB (17 CFR 229.1108(a)(3)),trustee, significant obligor, enhancement or support provider contemplated byItems 1114(b) or 1115 of Regulation AB (17 CFR 229.1114(b) or 229.1115) orother material party contemplated by Item 1101(d)(1) of Regulation AB (17 CFR1101(d)(1)). Terms used in this Instruction 2 have the same meaning as in Item1101 of Regulation AB (17 CFR 229.1101).

Item 1.04. Mine Safety—Reporting of Shutdowns and Patterns of Violations.

(a) If the registrant or a subsidiary of the registrant has received, with respect to acoal or other mine of which the registrant or a subsidiary of the registrant is an operator

. An imminent danger order issued under section 107(a) of the Federal MineSafety and Health Act of 1977 (30 U.S.C. 817(a));

. A written notice from the Mine Safety and Health Administration that the coalor other mine has a pattern of violations of mandatory health or safety standardsthat are of such nature as could have significantly and substantially contributedto the cause and effect of coal or other mine health or safety hazards undersection 104(e) of such Act (30 U.S.C. 814(e)); or

. A written notice from the Mine Safety and Health Administration that the coalor other mine has the potential to have such a pattern,

disclose the following information:

(1) The date of receipt by the issuer or a subsidiary of such order or notice.

(2) The category of the order or notice.

(3) The name and location of the mine involved.

14 Form 8-K

Instructions to Item 1.04.

1. The term ‘‘coal or other mine’’ means a coal or other mine, as defined insection 3 of the Federal Mine Safety and Health Act of 1977 (30 U.S.C. 802), thatis subject to the provisions of such Act (30 U.S.C. 801 et seq.).

2. The term ‘‘operator’’ has the meaning given the term in section 3 of theFederal Mine Safety and Health Act of 1977 (30 U.S.C. 802).

Section 2—Financial Information

Item 2.01. Completion of Acquisition or Disposition of Assets.

*If the registrant or any of its majority-owned subsidiaries has completed the ac-quisition or disposition of a significant amount of assets, otherwise than in the ordinarycourse of business, disclose the following information:

*If the registrant or any of its subsidiaries consolidated has completed the acqui-sition or disposition of a significant amount of assets, otherwise than in the ordinarycourse of business, or the acquisition or disposition of a significant amount of assetsthat constitute a real estate operation as defined in § 210.3-14(a)(2) disclose the fol-lowing information:

(a) The date of completion of the transaction;

(b) A brief description of the assets involved;

(c) The identity of the person(s) from whom the assets were acquired or to whomthey were sold and the nature of any material relationship, other than in respect of thetransaction, between such person(s) and the registrant or any of its affiliates, or anydirector or officer of the registrant, or any associate of any such director or officer;

(d) The nature and amount of consideration given or received for the assets and, ifany material relationship is disclosed pursuant to paragraph (c) of this Item 2.01, theformula or principle followed in determining the amount of such consideration;

(e) If the transaction being reported is an acquisition and if a material relationshipexists between the registrant or any of its affiliates and the source(s) of the funds usedin the acquisition, the identity of the source(s) of the funds used unless all or any part ofthe consideration used is a loan made in the ordinary course of business by a bank asdefined by Section 3(a)(6) of the Act, in which case the identity of such bank may beomitted provided the registrant:

(1) Has made a request for confidentiality pursuant to Section 13(d)(1)(B) of theAct; and

*Effective January 1, 2021, Form 8-K is amended by revising the introductory text to Item2.01 as part of amendments to improve for investors the financial information about acquired ordisposed businesses, facilitate more timely access to capital, and reduce the complexity and coststo prepare the disclosure. The amended version of the introductory text to Item 2.01 follows theunamended version. See SEC Release Nos. 33-10786; 34-88914; IC-33872; May 20, 2020.Compliance Date: Registrants will not be required to apply the final amendments until thebeginning of the registrant’s fiscal year beginning after December 31, 2020 (the mandatorycompliance date). Voluntary early compliance with the final amendments is permitted in advanceof the registrant’s mandatory compliance date provided that the final amendments are applied intheir entirety from the date of early compliance.

Form 8-K 15

(2) States in the report that the identity of the bank has been so omitted and filedseparately with the Commission; and

(f) If the registrant was a shell company, other than a business combination relatedshell company, as those terms are defined in Rule 12b-2 under the Exchange Act (17CFR 240.12b-2), immediately before the transaction, the information that would berequired if the registrant were filing a general form for registration of securities onForm 10 under the Exchange Act reflecting all classes of the registrant’s securitiessubject to the reporting requirements of Section 13 (15 U.S.C. 78m) or Section 15(d)(15 U.S.C. 78o(d)) of such Act upon consummation of the transaction, with suchinformation reflecting the registrant and its securities upon consummation of the trans-action. Notwithstanding General Instruction B.3 to Form 8-K, if any disclosure requiredby this Item 2.01(f) is previously reported, as that term is defined in Rule 12b-2 under theExchange Act (17 CFR 240.12b-2), the registrant may identify the filing in which thatdisclosure is included instead of including that disclosure in this report.

Instructions.

1. No information need be given as to:

(i) Any transaction between any person and any wholly-owned subsidiary ofsuch person;

(ii) Any transaction between two or more wholly-owned subsidiaries of anyperson; or

(iii) The redemption or other acquisition of securities from the public, or thesale or other disposition of securities to the public, by the issuer of such securitiesor by a wholly-owned subsidiary of that issuer.

2. The term acquisition includes every purchase, acquisition by lease, exchange,merger, consolidation, succession or other acquisition, except that the term does notinclude the construction or development of property by or for the registrant or itssubsidiaries or the acquisition of materials for such purpose. The term dispositionincludes every sale, disposition by lease, exchange, merger, consolidation, mort-gage, assignment or hypothecation of assets, whether for the benefit of creditors orotherwise, abandonment, destruction, or other disposition.

3. The information called for by this Item 2.01 is to be given as to each transactionor series of related transactions of the size indicated. The acquisition or disposition ofsecurities is deemed the indirect acquisition or disposition of the assets represented bysuch securities if it results in the acquisition or disposition of control of such assets.

*4. An acquisition or disposition shall be deemed to involve a significantamount of assets:

*Effective January 1, 2021, Form 8-K is amended by revising Instruction 4 to Item 2.01 as partof amendments to improve for investors the financial information about acquired or disposedbusinesses, facilitate more timely access to capital, and reduce the complexity and costs to preparethe disclosure. The amended version of Instruction 4 to Item 2.01 follows the unamended version.See SEC Release Nos. 33-10786; 34-88914; IC-33872; May 20, 2020. Compliance Date:Registrants will not be required to apply the final amendments until the beginning of theregistrant’s fiscal year beginning after December 31, 2020 (the mandatory compliance date).Voluntary early compliance with the final amendments is permitted in advance of the registrant’smandatory compliance date provided that the final amendments are applied in their entirety fromthe date of early compliance.

16 Form 8-K

(i) If the registrant’s and its other subsidiaries’ equity in the net book value of suchassets or the amount paid or received for the assets upon such acquisition or dispositionexceeded 10% of the total assets of the registrant and its consolidated subsidiaries; or

(ii) If it involved a business (see 17 CFR 210.11-01(d)) that is significant (see17 CFR 210.11-01(b)).

Acquisitions of individually insignificant businesses are not required to bereported pursuant to this Item 2.01 unless they are related businesses (see 17 CFR210.3-05(a)(3)) and are significant in the aggregate.

*4. An acquisition or disposition will be deemed to involve a significant amountof assets:

(i) If the registrant’s and its other subsidiaries’ equity in the net book value ofsuch assets or the amount paid or received for the assets upon such acquisition ordisposition exceeded 10 percent of the total assets of the registrant and its con-solidated subsidiaries;

(ii) If it involved a business (see 17 CFR 210.11-01(d)) that is significant (see17 CFR 210.11-01(b)). The acquisition of a business encompasses the acquisitionof an interest in a business accounted for by the registrant under the equity methodor, in lieu of the equity method, the fair value option; or

(iii) In the case of a business development company, if the amount paid for suchassets exceeded 10 percent of the value of the total investments of the registrantand its consolidated subsidiaries.

The aggregate impact of acquired businesses are not required to be reportedpursuant to this Item 2.01 unless they are related businesses (see 17 CFR210.3-05(a)(3)), related real estate operations (see 17 CFR 210.3-14(a)(3)), orrelated funds (see 17 CFR 210.6-11(a)(3)), and are significant in the aggregate.

5. Attention is directed to the requirements in Item 9.01 (Financial Statementsand Exhibits) with respect to the filing of:

**(i) Financial statements of businesses acquired;

*Effective January 1, 2021, Form 8-K is amended by revising Instruction 4 to Item 2.01 as partof amendments to improve for investors the financial information about acquired or disposedbusinesses, facilitate more timely access to capital, and reduce the complexity and costs to preparethe disclosure. The amended version of Instruction 4 to Item 2.01 follows the unamended version.See SEC Release Nos. 33-10786; 34-88914; IC-33872; May 20, 2020. Compliance Date:Registrants will not be required to apply the final amendments until the beginning of theregistrant’s fiscal year beginning after December 31, 2020 (the mandatory compliance date).Voluntary early compliance with the final amendments is permitted in advance of the registrant’smandatory compliance date provided that the final amendments are applied in their entirety fromthe date of early compliance.

**Effective January 1, 2021, Form 8-K is amended by revising Instruction 5.(i) to Item 2.01 aspart of amendments to improve for investors the financial information about acquired or disposedbusinesses, facilitate more timely access to capital, and reduce the complexity and costs to preparethe disclosure. The amended version of Instruction 5.(i) to Item 2.01 follows the unamendedversion. See SEC Release Nos. 33-10786; 34-88914; IC-33872; May 20, 2020. Compliance Date:Registrants will not be required to apply the final amendments until the beginning of the reg-istrant’s fiscal year beginning after December 31, 2020 (the mandatory compliance date). Vol-untary early compliance with the final amendments is permitted in advance of the registrant’smandatory compliance date provided that the final amendments are applied in their entirety fromthe date of early compliance.

Form 8-K 17

*(i) Financial statements of businesses or funds acquired;

(ii) Pro forma financial information; and

(iii) Copies of the plans of acquisition or disposition as exhibits to the report.

Item 2.02. Results of Operations and Financial Condition.

(a) If a registrant, or any person acting on its behalf, makes any public announce-ment or release (including any update of an earlier announcement or release)disclosing material non-public information regarding the registrant’s results of op-erations or financial condition for a completed quarterly or annual fiscal period, theregistrant shall disclose the date of the announcement or release, briefly identify theannouncement or release and include the text of that announcement or release as anexhibit.

(b) A Form 8-K is not required to be furnished to the Commission under this Item2.02 in the case of disclosure of material non-public information that is disclosedorally, telephonically, by webcast, by broadcast, or by similar means if:

(1) The information is provided as part of a presentation that is complementary to,and initially occurs within 48 hours after, a related, written announcement or releasethat has been furnished on Form 8-K pursuant to this Item 2.02 prior to the presentation;

(2) The presentation is broadly accessible to the public by dial-in conference call, bywebcast, by broadcast or by similar means;

(3) The financial and other statistical information contained in the presentation isprovided on the registrant’s website, together with any information that would berequired under 17 CFR 244.100; and

(4) The presentation was announced by a widely disseminated press release, thatincluded instructions as to when and how to access the presentation and the location onthe registrant’s website where the information would be available.

Instructions.

1. The requirements of this Item 2.02 are triggered by the disclosure of materialnon-public information regarding a completed fiscal year or quarter. Release ofadditional or updated material non-public information regarding a completed fiscalyear or quarter would trigger an additional Item 2.02 requirement.

2. The requirements of paragraph (e)(1)(i) of Item 10 of Regulation S-K (17CFR 229.10(e)(1)(i)) shall apply to disclosures under this Item 2.02.

3. Issuers that make earnings announcements or other disclosures of materialnon-public information regarding a completed fiscal year or quarter in an interim

*Effective January 1, 2021, Form 8-K is amended by revising Instruction 5.(i) to Item 2.01 aspart of amendments to improve for investors the financial information about acquired or disposedbusinesses, facilitate more timely access to capital, and reduce the complexity and costs to preparethe disclosure. The amended version of Instruction 5.(i) to Item 2.01 follows the unamendedversion. See SEC Release Nos. 33-10786; 34-88914; IC-33872; May 20, 2020. Compliance Date:Registrants will not be required to apply the final amendments until the beginning of the reg-istrant’s fiscal year beginning after December 31, 2020 (the mandatory compliance date). Vol-untary early compliance with the final amendments is permitted in advance of the registrant’smandatory compliance date provided that the final amendments are applied in their entirety fromthe date of early compliance.

18 Form 8-K

or annual report to shareholders are permitted to specify which portion of the reportcontains the information required to be furnished under this Item 2.02.

4. This Item 2.02 does not apply in the case of a disclosure that is made in aquarterly report filed with the Commission on Form 10-Q (17 CFR 249.308a) or anannual report filed with the Commission on Form 10-K (17 CFR 249.310).

Item 2.03. Creation of a Direct Financial Obligation or an Obligation underan Off-Balance Sheet Arrangement of a Registrant.

(a) If the registrant becomes obligated on a direct financial obligation that is ma-terial to the registrant, disclose the following information:

(1) The date on which the registrant becomes obligated on the direct financialobligation and a brief description of the transaction or agreement creating the obligation;

(2) The amount of the obligation, including the terms of its payment and, if ap-plicable, a brief description of the material terms under which it may be accelerated orincreased and the nature of any recourse provisions that would enable the registrant torecover from third parties; and

(3) A brief description of the other terms and conditions of the transaction oragreement that are material to the registrant.

(b) If the registrant becomes directly or contingently liable for an obligation that ismaterial to the registrant arising out of an off-balance sheet arrangement, disclose thefollowing information:

(1) The date on which the registrant becomes directly or contingently liable on theobligation and a brief description of the transaction or agreement creating the ar-rangement and obligation;

(2) A brief description of the nature and amount of the obligation of the registrantunder the arrangement, including the material terms whereby it may become a directobligation, if applicable, or may be accelerated or increased and the nature of anyrecourse provisions that would enable the registrant to recover from third parties;

(3) The maximum potential amount of future payments (undiscounted) that theregistrant may be required to make, if different; and

(4) A brief description of the other terms and conditions of the obligation or ar-rangement that are material to the registrant.

(c) For purposes of this Item 2.03, direct financial obligation means any of thefollowing:

(1) A long-term debt obligation, as defined in Item 303(a)(5)(ii)(A) of RegulationS-K (17 CFR 229.303(a)(5)(ii)(A));

(2) A capital lease obligation, as defined in Item 303(a)(5)(ii)(B) of Regulation S-K(17 CFR 229.303(a)(5)(ii)(B));

(3) An operating lease obligation, as defined in Item 303(a)(5)(ii)(C) of RegulationS-K (17 CFR 229.303(a)(5)(ii)(C)); or

(4) A short-term debt obligation that arises other than in the ordinary course of business.

(d) For purposes of this Item 2.03, off-balance sheet arrangement has the meaningset forth in Item 303(a)(4)(ii) of Regulation S-K (17 CFR 229.303(a)(4)(ii)).

Form 8-K 19

(e) For purposes of this Item 2.03, short-term debt obligation means a paymentobligation under a borrowing arrangement that is scheduled to mature within one year,or, for those registrants that use the operating cycle concept of working capital, within aregistrant’s operating cycle that is longer than one year, as discussed in FASB ASCparagraph 210-10-45-3 (Balance Sheet Topic).

Instructions.

1. A registrant has no obligation to disclose information under this Item 2.03until the registrant enters into an agreement enforceable against the registrant,whether or not subject to conditions, under which the direct financial obligationwill arise or be created or issued. If there is no such agreement, the registrant mustprovide the disclosure within four business days after the occurrence of the closingor settlement of the transaction or arrangement under which the direct financialobligation arises or is created.

2. A registrant must provide the disclosure required by paragraph (b) of thisItem 2.03 whether or not the registrant is also a party to the transaction oragreement creating the contingent obligation arising under the off-balance sheetarrangement. In the event that neither the registrant nor any affiliate of the reg-istrant is also a party to the transaction or agreement creating the contingentobligation arising under the off-balance sheet arrangement in question, the fourbusiness day period for reporting the event under this Item 2.03 shall begin on theearlier of (i) the fourth business day after the contingent obligation is created orarises, and (ii) the day on which an executive officer, as defined in 17 CFR 240.3b-7,of the registrant becomes aware of the contingent obligation.

3. In the event that an agreement, transaction or arrangement requiring dis-closure under this Item 2.03 comprises a facility, program or similar arrangementthat creates or may give rise to direct financial obligations of the registrant inconnection with multiple transactions, the registrant shall:

(i) Disclose the entering into of the facility, program or similar arrangement ifthe entering into of the facility is material to the registrant; and

(ii) As direct financial obligations arise or are created under the facility orprogram, disclose the required information under this Item 2.03 to the extent thatthe obligations are material to the registrant (including when a series of previouslyundisclosed individually immaterial obligations become material in the aggregate).

4. For purposes of Item 2.03(b)(3), the maximum amount of future paymentsshall not be reduced by the effect of any amounts that may possibly be recoveredby the registrant under recourse or collateralization provisions in any guaranteeagreement, transaction or arrangement.

5. If the obligation required to be disclosed under this Item 2.03 is a security, ora term of a security, that has been or will be sold pursuant to an effective regis-tration statement of the registrant, the registrant is not required to file a Form 8-Kpursuant to this Item 2.03, provided that the prospectus relating to that salecontains the information required by this Item 2.03 and is filed within the requiredtime period under Securities Act Rule 424 (§ 230.424 of this chapter).

Item 2.04. Triggering Events That Accelerate or Increase a Direct FinancialObligation or an Obligation under an Off-Balance SheetArrangement.

(a) If a triggering event causing the increase or acceleration of a direct financialobligation of the registrant occurs and the consequences of the event, taking into

20 Form 8-K

account those described in paragraph (a)(4) of this Item 2.04, are material to theregistrant, disclose the following information:

(1) The date of the triggering event and a brief description of the agreement ortransaction under which the direct financial obligation was created and is increased oraccelerated;

(2) A brief description of the triggering event;

(3) The amount of the direct financial obligation, as increased if applicable, and theterms of payment or acceleration that apply; and

(4) Any other material obligations of the registrant that may arise, increase, beaccelerated or become direct financial obligations as a result of the triggering event orthe increase or acceleration of the direct financial obligation.

(b) If a triggering event occurs causing an obligation of the registrant under an off-balance sheet arrangement to increase or be accelerated, or causing a contingent ob-ligation of the registrant under an off-balance sheet arrangement to become a directfinancial obligation of the registrant, and the consequences of the event, taking intoaccount those described in paragraph (b)(4) of this Item 2.04, are material to theregistrant, disclose the following information:

(1) The date of the triggering event and a brief description of the off-balance sheetarrangement;

(2) A brief description of the triggering event;

(3) The nature and amount of the obligation, as increased if applicable, and theterms of payment or acceleration that apply; and

(4) Any other material obligations of the registrant that may arise, increase, beaccelerated or become direct financial obligations as a result of the triggering event orthe increase or acceleration of the obligation under the off-balance sheet arrangementor its becoming a direct financial obligation of the registrant.

(c) For purposes of this Item 2.04, the term direct financial obligation has themeaning provided in Item 2.03 of this form, but shall also include an obligation arisingout of an off-balance sheet arrangement that is accrued under FASB ASC Section 450-20-25, Contingencies—Loss Contingencies—Recognition, as a probable loss contin-gency.

(d) For purposes of this Item 2.04, the term off-balance sheet arrangement has themeaning provided in Item 2.03 of this form.

(e) For purposes of this Item 2.04, a triggering event is an event, including an eventof default, event of acceleration or similar event, as a result of which a direct financialobligation of the registrant or an obligation of the registrant arising under an off-balance sheet arrangement is increased or becomes accelerated or as a result of which acontingent obligation of the registrant arising out of an off-balance sheet arrangementbecomes a direct financial obligation of the registrant.

Instructions.

1. Disclosure is required if a triggering event occurs in respect of an obligationof the registrant under an off-balance sheet arrangement and the consequences arematerial to the registrant, whether or not the registrant is also a party to thetransaction or agreement under which the triggering event occurs.

2. No disclosure is required under this Item 2.04 unless and until a triggeringevent has occurred in accordance with the terms of the relevant agreement,transaction or arrangement, including, if required, the sending to the registrant of

Form 8-K 21

notice of the occurrence of a triggering event pursuant to the terms of the agree-ment, transaction or arrangement and the satisfaction of all conditions to suchoccurrence, except the passage of time.

3. No disclosure is required solely by reason of this Item 2.04 if the registrantbelieves in good faith that no triggering event has occurred, unless the registranthas received a notice described in Instruction 2 to this Item 2.04.

4. Where a registrant is subject to an obligation arising out of an off-balancesheet arrangement, whether or not disclosed pursuant to Item 2.03 of this form, if atriggering event occurs as a result of which under that obligation an accrual for aprobable loss is required under FASB ASC Section 450-20-25, the obligationarising out of the off-balance sheet arrangement becomes a direct financial obli-gation as defined in this Item 2.04. In that situation, if the consequences asdetermined under Item 2.04(b) are material to the registrant, disclosure is requiredunder this Item 2.04.

5. With respect to asset-backed securities, as defined in 17 CFR 229.1101, dis-closure also is required under this Item 2.04 if an early amortization, performancetrigger or other event, including an event of default, has occurred under the transactionagreements for the asset-backed securities that would materially alter the paymentpriority or distribution of cash flows regarding the asset-backed securities or theamortization schedule for the asset-backed securities. In providing the disclosurerequired by this Item, identify the changes to the payment priorities, flow of funds orasset-backed securities as a result. Disclosure is required under this Item whether ornot the registrant is a party to the transaction agreement that results in the occurrenceidentified.

Item 2.05. Costs Associated With Exit or Disposal Activities.

If the registrant’s board of directors, a committee of the board of directors or theofficer or officers of the registrant authorized to take such action if board action is notrequired, commits the registrant to an exit or disposal plan, or otherwise disposes ofa long-lived asset or terminates employees under a plan of termination describedin FASB ASC paragraph 420-10-25-4 (Exit or Disposal Cost Obligations Topic), underwhich material charges will be incurred under generally accepted accounting principlesapplicable to the registrant, disclose the following information:

(a) The date of the commitment to the course of action and a description of thecourse of action, including the facts and circumstances leading to the expected actionand the expected completion date;

(b) For each major type of cost associated with the course of action (for example,one-time termination benefits, contract termination costs and other associated costs),an estimate of the total amount or range of amounts expected to be incurred in con-nection with the action;

(c) An estimate of the total amount or range of amounts expected to be incurred inconnection with the action; and

(d) The registrant’s estimate of the amount or range of amounts of the charge thatwill result in future cash expenditures,

provided, however, that if the registrant determines that at the time of filing it is unablein good faith to make a determination of an estimate required by paragraphs (b), (c) or(d) of this Item 2.05, no disclosure of such estimate shall be required; provided further,however, that in any such event, the registrant shall file an amended report on Form 8-Kunder this Item 2.05 within four business days after it makes a determination of such anestimate or range of estimates.

22 Form 8-K

Item 2.06. Material Impairments.

If the registrant’s board of directors, a committee of the board of directors or theofficer or officers of the registrant authorized to take such action if board action is notrequired, concludes that a material charge for impairment to one or more of its assets,including, without limitation, impairments of securities or goodwill, is required undergenerally accepted accounting principles applicable to the registrant, disclose thefollowing information:

(a) The date of the conclusion that a material charge is required and a description ofthe impaired asset or assets and the facts and circumstances leading to the conclusionthat the charge for impairment is required;

(b) The registrant’s estimate of the amount or range of amounts of the impairmentcharge; and

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

provided, however, that if the registrant determines that at the time of filing it is unablein good faith to make a determination of an estimate required by paragraphs (b) or (c) ofthis Item 2.06, no disclosure of such estimate shall be required; provided further,however, that in any such event, the registrant shall file an amended report on Form 8-Kunder this Item 2.06 within four business days after it makes a determination of such anestimate or range of estimates.

Instruction.

No filing is required under this Item 2.06 if the conclusion is made in connectionwith the preparation, review or audit of financial statements required to be includedin the next periodic report due to be filed under the Exchange Act, the periodicreport is filed 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 ListingRule or Standard; Transfer of Listing.

(a) If the registrant has received notice from the national securities exchange ornational securities association (or a facility thereof) that maintains the principal listingfor any class of the registrant’s common equity (as defined 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 orstandard 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’ssecurities; or

. The association has taken all necessary steps under its rules to delist the securityfrom its automated inter-dealer quotation system,

the registrant must disclose:

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

Form 8-K 23

(ii) The a [sic] rule or standard for continued listing on the national securitiesexchange or national securities association that the registrant fails, or has failed to,satisfy; and

(iii) Any action or response that, at the time of filing, the registrant has determinedto take in response to the notice.

(b) If the registrant has notified the national securities exchange or national securitiesassociation (or a facility thereof) that maintains the principal listing for any class of theregistrant’s common equity (as defined 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 forcontinued 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 theregistrant fails, or has failed, to satisfy; and

(iii) Any action or response that, at the time of filing, the registrant has determinedto take regarding its noncompliance.

(c) If the national securities exchange or national securities association (or a facilitythereof) that maintains the principal listing for any class of the registrant’s commonequity (as defined in Exchange Act Rule 12b-2 (17 CFR 240.12b-2)), in lieu of sus-pending trading in or delisting such class of the registrant’s securities, issues a publicreprimand letter or similar communication indicating that the registrant has violated arule or standard for continued listing on the exchange or association, the registrant muststate the date, and summarize the contents of the letter or communication.

(d) If the registrant’s board of directors, a committee of the board of directors or theofficer or officers of the registrant authorized to take such action if board action is notrequired, has taken definitive action to cause the listing of a class of its common equity tobe withdrawn from the national securities exchange, or terminated from the automatedinter-dealer quotation system of a registered national securities association, where suchexchange or association maintains the principal listing for such class of securities, in-cluding by reason of a transfer of the listing or quotation to another securities exchange orquotation system, describe the action taken and state the date of the action.

Instructions.

1. The registrant is not required to disclose any information required by para-graph (a) of this Item 3.01 where the delisting is a result of one of the following:

. The entire class of the security has been called for redemption, maturity orretirement; appropriate notice thereof has been given; if required by the terms ofthe securities, funds sufficient for the payment of all such securities have beendeposited with an agency authorized to make such payments; and such fundshave been made available to security holders;

. The entire class of the security has been redeemed or paid at maturity or re-tirement;

. The instruments representing the entire class of securities have come to evi-dence, by operation of law or otherwise, other securities in substitution thereforand represent no other right, except, if true, the right to receive an immediatecash payment (the right of dissenters to receive the appraised or fair value oftheir holdings shall not prevent the application of this provision); or

. All rights pertaining to the entire class of the security have been extinguished;provided, however, that where such an event occurs as the result of an order of a

24 Form 8-K

court or other governmental authority, the order shall be final, all applicableappeal periods shall have expired and no appeals shall be pending.

2. A registrant must provide the disclosure required by paragraph (a) or (b) of thisItem 3.01, as applicable, regarding any failure to satisfy a rule or standard for con-tinued listing on the national securities exchange or national securities association (ora facility thereof) that maintains the principal listing for any class of the registrant’scommon equity (as defined in Exchange Act Rule 12b-2 (17 CFR 240.12b-2)) even ifthe registrant has the benefit of a grace period or similar extension period duringwhich it may cure the deficiency that triggers the disclosure requirement.

3. Notices or other communications subsequent to an initial notice sent to, or by,a registrant under Item 3.01(a), (b) or (c) that continue to indicate that the registrantdoes not comply with the same rule or standard for continued listing that was thesubject of the initial notice are not required to be filed, but may be filed voluntarily.

4. Registrants whose securities are quoted exclusively (i.e., the securities arenot otherwise listed on an exchange or association) on automated inter-dealerquotation systems are not subject to this Item 3.01 and such registrants are thus notrequired to file a Form 8-K pursuant to this Item 3.01 if the securities are no longerquoted on such quotation system. If a security is listed on an exchange or asso-ciation and is also quoted on an automated inter-dealer quotation system, theregistrant is subject to the disclosure obligations of Item 3.01 if any of the eventsspecified in Item 3.01 occur.

Item 3.02. Unregistered Sales of Equity Securities.

(a) If a registrant sells equity securities in a transaction that is not registered underthe Securities Act, furnish the information set forth in paragraphs (a) and (c) through (e)of Item 701 of Regulation S-K (17 CFR 229.701(a) and (c) through (e)). For purposesof determining the required filing date for the Form 8-K under this Item 3.02(a), theregistrant has no obligation to disclose information under this Item 3.02 until theregistrant enters into an agreement enforceable against the registrant, whether or notsubject to conditions, under which the equity securities are to be sold. If there is no suchagreement, the registrant must provide the disclosure within four business days afterthe occurrence of the closing or settlement of the transaction or arrangement underwhich the equity securities are to be sold.

(b) No report need be filed under this Item 3.02 if the equity securities sold, in theaggregate since its last report filed under this Item 3.02 or its last periodic report,whichever is more recent, constitute less than 1% of the number of shares outstanding ofthe class of equity securities sold. In the case of a smaller reporting company, no reportneed be filed if the equity securities sold, in the aggregate since its last report filed underthis Item 3.02 or its last periodic report, whichever ismore recent, constitute less than 5%of the number of shares outstanding of the class of equity securities sold.

Instructions.

1. For purposes of this Item 3.02, ‘‘the number of shares outstanding’’ refers tothe actual number of shares of equity securities of the class outstanding and doesnot include outstanding securities convertible into or exchangeable for such equitysecurities.

2. A smaller reporting company is defined in Item 10(f)(1) of Regulation S-K(17 CFR 229.10(f)(1)).

Form 8-K 25

Item 3.03. Material Modification to Rights of Security Holders.

(a) If the constituent instruments defining the rights of the holders of any class ofregistered securities of the registrant have been materially modified, disclose the dateof the modification, the title of the class of securities involved and briefly describe thegeneral effect of such modification upon the rights of holders of such securities.

(b) If the rights evidenced by any class of registered securities have been materiallylimited or qualified by the issuance or modification of any other class of securities bythe registrant, briefly disclose the date of the issuance or modification, the generaleffect of the issuance or modification of such other class of securities upon the rights ofthe holders of the registered securities.

Instruction.

Working capital restrictions and other limitations upon the payment of divi-dends must be reported pursuant to this Item 3.03.

Section 4—Matters Related to Accountants and Financial Statements

Item 4.01. Changes in Registrant’s Certifying Accountant.

(a) If an independent accountant who was previously engaged as the principalaccountant to audit the registrant’s financial statements, or an independent accountantupon whom the principal accountant expressed reliance in its report regarding a sig-nificant subsidiary, resigns (or indicates that it declines to stand for re-appointmentafter completion of the current audit) or is dismissed, disclose the information requiredby Item 304(a)(1) of Regulation S-K (§ 229.304(a)(1) of this chapter), includingcompliance with Item 304(a)(3) of Regulation S-K (§ 229.304(a)(3) of this chapter).

(b) If a new independent accountant has been engaged as either the principal ac-countant to audit the registrant’s financial statements or as an independent accountanton whom the principal accountant is expected to express reliance in its report regardinga significant subsidiary, the registrant must disclose the information required by Item304(a)(2) of Regulation S-K (17 CFR 229.304(a)(2)).

Instruction.

The resignation or dismissal of an independent accountant, or its refusal tostand for re-appointment, is a reportable event separate from the engagement of anew independent accountant. On some occasions, two reports on Form 8-K arerequired for a single change in accountants, the first on the resignation (or refusalto stand for re-appointment) or dismissal of the former accountant and the secondwhen the new accountant is engaged. Information required in the second Form 8-Kin such situations need not be provided to the extent that it has been reportedpreviously in the first Form 8-K.

Item 4.02. Non-Reliance on Previously Issued Financial Statements or aRelated Audit Report or Completed Interim Review.

(a) If the registrant’s board of directors, a committee of the board of directors or theofficer or officers of the registrant authorized to take such action if board action is notrequired, concludes that any previously issued financial statements, covering one ormore years or interim periods for which the registrant is required to provide financialstatements under Regulation S-X (17 CFR 210) should no longer be relied upon be-cause of an error in such financial statements as addressed in FASB ASC Topic 250,

26 Form 8-K

Accounting Changes and Error Corrections, as may be modified, supplemented orsucceeded, disclose the following information:

(1) The date of the conclusion regarding the non-reliance and an identification of thefinancial statements and years or periods covered that should no longer be relied upon;

(2) A brief description of the facts underlying the conclusion to the extent known tothe registrant at the time of filing; and

(3) A statement of whether the audit committee, or the board of directors in theabsence of an audit committee, or authorized officer or officers, discussed with theregistrant’s independent accountant the matters disclosed in the filing pursuant to thisItem 4.02(a).

(b) If the registrant is advised by, or receives notice from, its independent ac-countant that disclosure should be made or action should be taken to prevent futurereliance on a previously issued audit report or completed interim review related topreviously issued financial statements, disclose the following information:

(1) The date on which the registrant was so advised or notified;

(2) Identification of the financial statements that should no longer be relied upon;

(3) A brief description of the information provided by the accountant; and

(4) A statement of whether the audit committee, or the board of directors in theabsence of an audit committee, or authorized officer or officers, discussed with theindependent accountant the matters disclosed in the filing pursuant to this Item 4.02(b).

(c) If the registrant receives advisement or notice from its independent accountantrequiring disclosure under paragraph (b) of this Item 4.02, the registrant must:

(1) Provide the independent accountant with a copy of the disclosures it is making inresponse to this Item 4.02 that the independent accountant shall receive no later thanthe day that the disclosures are filed with the Commission;

(2) Request the independent accountant to furnish to the registrant as promptly aspossible a letter addressed to the Commission stating whether the independent ac-countant agrees with the statements made by the registrant in response to this Item 4.02and, if not, stating the respects in which it does not agree; and

(3) Amend the registrant’s previously filed Form 8-K by filing the independentaccountant’s letter as an exhibit to the filed Form 8-K no later than two business daysafter the registrant’s receipt of the letter.

Section 5—Corporate Governance and Management

Item 5.01. Changes in Control of Registrant.

(a) If, to the knowledge of the registrant’s board of directors, a committee of theboard of directors or authorized officer or officers of the registrant, a change in controlof the registrant has occurred, furnish the following information:

(1) The identity of the person(s) who acquired such control;

(2) The date and a description of the transaction(s) which resulted in the change incontrol;

Form 8-K 27

(3) The basis of the control, including the percentage of voting securities of theregistrant now beneficially owned directly or indirectly by the person(s) who acquiredcontrol;

(4) The amount of the consideration used by such person(s);

(5) The source(s) of funds used by the person(s), unless all or any part of theconsideration used is a loan made in the ordinary course of business by a bank asdefined by Section 3(a)(6) of the Act, in which case the identity of such bank may beomitted provided the person who acquired control:

(i) Has made a request for confidentiality pursuant to Section 13(d)(1)(B) of theAct; and

(ii) States in the report that the identity of the bank has been so omitted and filedseparately with the Commission.

(6) The identity of the person(s) from whom control was assumed;

(7) Any arrangements or understandings among members of both the former andnew control groups and their associates with respect to election of directors or othermatters; and

(8) If the registrant was a shell company, other than a business combination relatedshell company, as those terms are defined in Rule 12b-2 under the Exchange Act (17 CFR240.12b-2), immediately before the change in control, the information that would berequired if the registrant were filing a general form for registration of securities on Form10 under the Exchange Act reflecting all classes of the registrant’s securities subjectto the reporting requirements of Section 13 (15 U.S.C. 78m) or Section 15(d) (15 U.S.C.78o(d)) of such Act upon consummation of the change in control, with such informationreflecting the registrant and its securities upon consummation of the transaction. Not-withstanding General Instruction B.3. to Form 8-K, if any disclosure required by thisItem 5.01(a)(8) is previously reported, as that term is defined in Rule 12b-2 under theExchange Act (17 CFR 240.12b-2), the registrant may identify the filing in which thatdisclosure is included instead of including that disclosure in this report.

(b) Furnish the information required by Item 403(c) of Regulation S-K (17 CFR229.403(c)).

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.

(a)(1) If a director has resigned or refuses to stand for re-election to the board ofdirectors since the date of the last annual meeting of shareholders because of a dis-agreement with the registrant, known to an executive officer of the registrant, asdefined in 17 CFR 240.3b-7, on any matter relating to the registrant’s operations,policies or practices, or if a director has been removed for cause from the board ofdirectors, disclose the following information:

(i) The date of such resignation, refusal to stand for re-election or removal;

(ii) Any positions held by the director on any committee of the board of directors atthe time of the director’s resignation, refusal to stand for re-election or removal; and

(iii) A brief description of the circumstances representing the disagreement that theregistrant believes caused, in whole or in part, the director’s resignation, refusal tostand for re-election or removal.

28 Form 8-K

(2) If the director has furnished the registrant with any written correspondenceconcerning the circumstances surrounding his or her resignation, refusal or removal,the registrant shall file a copy of the document as an exhibit to the report on Form 8-K.

(3) The registrant also must:

(i) Provide the director with a copy of the disclosures it is making in response tothis Item 5.02 no later than the day the registrant file the disclosures with the Com-mission;

(ii) Provide the director with the opportunity to furnish the registrant as promptly aspossible with a letter addressed to the registrant stating whether he or she agrees withthe statements made by the registrant in response to this Item 5.02 and, if not, statingthe respects in which he or she does not agree; and

(iii) File any letter received by the registrant from the director with the Commissionas an exhibit by an amendment to the previously filed Form 8-K within two businessdays after receipt by the registrant.

(b) If the registrant’s principal executive officer, president, principal financial of-ficer, principal accounting officer, principal operating officer, or any person per-forming similar functions, or any named executive officer, retires, resigns or isterminated from that position, or if a director retires, resigns, is removed, or refuses tostand for re-election (except in circumstances described in paragraph (a) of this Item5.02), disclose the fact that the event has occurred and the date of the event.

(c) If the registrant appoints a new principal executive officer, president, principalfinancial officer, principal accounting officer, principal operating officer, or personperforming similar functions, disclose the following information with respect to thenewly appointed officer:

(1) The name and position of the newly appointed officer and the date of theappointment;

(2) The information required by Items 401(b), (d), (e) and Item 404(a) of RegulationS-K (17 CFR 229.401(b), (d), (e) and 229.404(a); and

(3) A brief description of any material plan, contract or arrangement (whether or notwritten) to which a covered officer is a party or in which he or she participates that isentered into or material amendment in connection with the triggering event or any grantor award to any such covered person or modification thereto, under any such plan,contract or arrangement in connection with any such event.

Instruction to Paragraph (c).

If the registrant intends to make a public announcement of the appointmentother than by means of a report on Form 8-K, the registrant may delay filing theForm 8-K containing the disclosures required by this Item 5.02(c) until the day onwhich the registrant otherwise makes public announcement of the appointment ofsuch officer.

(d) If the registrant elects a new director, except by a vote of security holders at anannual meeting or special meeting convened for such purpose, disclose the followinginformation:

(1) The name of the newly elected director and the date of election;

(2) A brief description of any arrangement or understanding between the newdirector and any other persons, naming such persons, pursuant to which such directorwas selected as a director;

Form 8-K 29

(3) The committees of the board of directors to which the new director has been, orat the time of this disclosure is expected to be, named; and

(4) The information required by Item 404(a) of Regulation S-K (17 CFR 229.404(a)).

(5) A brief description of any material plan, contract or arrangement (whether or notwritten) to which the director is a party or in which he or she participates that is enteredinto or material amendment in connection with the triggering event or any grant oraward to any such covered person or modification thereto, under any such plan, con-tract or arrangement in connection with any such event.

(e) If the registrant enters into, adopts, or otherwise commences a material com-pensatory plan, contract or arrangement (whether or not written), as to whichthe registrant’s principal executive officer, principal financial officer, or a namedexecutive officer participates or is a party, or such compensatory plan, contract orarrangement is materially amended or modified, or a material grant or award under anysuch plan, contract or arrangement to any such person is made or materially modified,then the registrant shall provide a brief description of the terms and conditions of theplan, contract or arrangement and the amounts payable to the officer thereunder.

Instructions to Paragraph (e).

1. Disclosure under this Item 5.02(e) shall be required whether or not thespecified event is in connection with events otherwise triggering disclosure pur-suant to this Item 5.02.

2. Grants or awards (or modifications thereto) made pursuant to a plan, contractor arrangement (whether involving cash or equity), that are materially consistentwith the previously disclosed terms of such plan, contract or arrangement, need notbe disclosed under this Item 5.02(e), provided the registrant has previously dis-closed such terms and the grant, award or modification is disclosed when Item 402of Regulation S-K (17 CFR 229.402) requires such disclosure.

(f)(1) If the salary or bonus of a named executive officer cannot be calculated as ofthe most recent practicable date and is omitted from the Summary Compensation Tableas specified in Instruction 1 to Item 402(c)(2)(iii) and (iv) of Regulation S-K, disclosethe appropriate information under this Item 5.02(f) when there is a payment, grant,award, decision or other occurrence as a result of which such amounts become cal-culable in whole or in part. Disclosure under this Item 5.02(f) shall include a new totalcompensation figure for the named executive officer, using the new salary or bonusinformation to recalculate the information that was previously provided with respect tothe named executive officer in the registrant’s Summary Compensation Table forwhich the salary and bonus information was omitted in reliance on Instruction 1 to Item402(c)(2)(iii) and (iv) of Regulation S-K (17 CFR 229.402(c)(2)(iii) and (iv)).

(2) As specified in Instruction 6 to Item 402(u) of Regulation S-K (17 CFR 229.402(u)),disclosure under this Item 5.02(f) with respect to the salary or bonus of a principalexecutive officer shall include pay ratio disclosure pursuant to Item 402(u) of RegulationS-K calculated using the new total compensation figure for the principal executive officer.Pay ratio disclosure is not required under this Item 5.02(f) until the omitted salary or bonusamounts for such principal executive officer become calculable in whole.


1. The disclosure requirements of this Item 5.02 do not apply to a registrant thatis a wholly-owned subsidiary of an issuer with a class of securities registered underSection 12 of the Exchange Act (15 U.S.C. 78l), or that is required to file reportsunder Section 15(d) of the Exchange Act (15 U.S.C. 78o(d)).

30 Form 8-K

2. To the extent that any information called for in Item5.02(c)(3) or Item5.02(d)(3)or Item 5.02(d)(4) is not determined or is unavailable at the time of the re-quired filing, the registrant shall include a statement this effect in the filing andthen must file an amendment to its Form 8-K filing under this Item 5.02containing such information within four business days after the information isdetermined or becomes available.

3. The registrant need not provide information with respect to plans, contracts,and arrangements to the extent they do not discriminate in scope, terms or oper-ation, in favor of executive officers or directors of the registrant and that areavailable generally to all salaried employees.

4. For purposes of this Item, the term ‘‘named executive officer’’ shall refer tothose executive officers for whom disclosure was required in the registrant’s mostrecent filing with the Commission under the Securities Act (15 U.S.C. 77a et seq.)or Exchange Act (15 U.S.C. 78a et seq.) that required disclosure pursuant to Item402(c) of Regulation S-K (17 CFR 229.402(c)).

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change inFiscal Year.

(a) If a registrant with a class of equity securities registered under Section 12 of theExchange Act (15 U.S.C. 78l) amends its articles of incorporation or bylaws and aproposal for the amendment was not disclosed in a proxy statement or informationstatement filed by the registrant, disclose the following information:

(1) The effective date of the amendment; and

(2) A description of the provision adopted or changed by amendment and, if ap-plicable, the previous provision.

(b) If the registrant determines to change the fiscal year from that used in its mostrecent filing with the Commission other than by means of:

(1) A submission to a vote of security holders through the solicitation of proxies orotherwise; or

(2) An amendment to its articles of incorporation or bylaws,

disclose the date of such determination, the date of the new fiscal year end and the form(for example, Form 10-K or Form 10-Q) on which the report covering the transitionperiod will be filed.


1. Refer to Item 601(b)(3) of Regulation S-K (17 CFR 229.601(b)(3)) regardingthe filing of exhibits to this Item 5.03.

2. With respect to asset-backed securities, as defined in 17 CFR 229.1101,disclosure is required under this Item 5.03 regarding any amendment to the gov-erning documents of the issuing entity, regardless of whether the class of asset-backed securities is reporting under Section 13 or 15(d) of the Exchange Act.

Item 5.04. Temporary Suspension of Trading Under Registrant’s EmployeeBenefit Plans.

(a) No later than the fourth business day after which the registrant receives thenotice required by section 101(i)(2)(E) of the Employment Retirement Income SecurityAct of 1974 (29 U.S.C. 1021(i)(2)(E)), or, if such notice is not received by the

Form 8-K 31

registrant, on the same date by which the registrant transmits a timely notice to anaffected officer or director within the time period prescribed by Rule 104(b)(2)(i)(B) or104(b)(2)(ii) of Regulation BTR (17 CFR 245.104(b)(2)(i)(B) or 17 CFR 245.104(b)(2)(ii)),provide the information specified in Rule 104(b) (17 CFR 245.104(b)) and the date theregistrant received the notice required by section 101(i)(2)(E) of the EmploymentRetirement Income Security Act of 1974 (29 U.S.C. 1021(i)(2)(E)), if applicable.

(b) On the same date by which the registrant transmits a timely updated notice to anaffected officer or director, as required by the time period under Rule 104(b)(2)(iii) ofRegulation BTR (17 CFR 245.104(b)(2)(iii)), provide the information specified in Rule104(b)(3)(iii) (17 CFR 245.104(b)(2)(iii)).

Item 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of aProvision of the Code of Ethics.

(a) Briefly describe the date and nature of any amendment to a provision of theregistrant’s code of ethics that applies to the registrant’s principal executive officer,principal financial officer, principal accounting officer or controller or personsperforming similar functions and that relates to any element of the code of ethicsdefinition enumerated in Item 406(b) of Regulation S-K (17 CFR 229.406(b)).

(b) If the registrant has granted a waiver, including an implicit waiver, from a pro-vision of the code of ethics to an officer or person described in paragraph (a) of this Item5.05, and the waiver relates to one or more of the elements of the code of ethics definitionreferred to in paragraph (a) of this Item 5.05, briefly describe the nature of the waiver, thename of the person to whom the waiver was granted, and the date of the waiver.

(c) The registrant does not need to provide any information pursuant to this Item5.05 if it discloses the required information on its Internet website within four businessdays following the date of the amendment or waiver and the registrant has disclosed inits most recently filed annual report its Internet address and intention to provide dis-closure in this manner. If the registrant elects to disclose the information required bythis Item 5.05 through its website, such information must remain available on thewebsite for at least a 12-month period. Following the 12-month period, the registrantmust retain the information for a period of not less than five years. Upon request, theregistrant must furnish to the Commission or its staff a copy of any or all informationretained pursuant to this requirement.

Instructions.

1. The registrant does not need to disclose technical, administrative or othernon-substantive amendments to its code of ethics.

2. For purposes of this Item 5.05:

(i) The term waiver means the approval by the registrant of a material departurefrom a provision of the code of ethics; and

(ii) The term implicit waiver means the registrant’s failure to take action withina reasonable period of time regarding a material departure from a provision of thecode of ethics that has been made known to an executive officer, as defined inRule 3b-7 (17 CFR 240.3b-7) of the registrant.

Item 5.06. Change in Shell Company Status.

If a registrant that was a shell company, other than a business combination relatedshell company, as those terms are defined in Rule 12b-2 under the Exchange Act (17CFR 240.12b-2), has completed a transaction that has the effect of causing it to ceasebeing a shell company, as defined in Rule 12b-2, disclose the material terms of the

32 Form 8-K

transaction. Notwithstanding General Instruction B.3. to Form 8-K, if any disclosurerequired by this Item 5.06 is previously reported, as that term is defined in Rule 12b-2under the Exchange Act (17 CFR 240.12b-2), the registrant may identify the filing inwhich that disclosure is included instead of including that disclosure in this report.

Item 5.07. Submission of Matters to a Vote of Security Holders.

If any matter was submitted to a vote of security holders, through the solicitation ofproxies or otherwise, provide the following information:

(a) The date of the meeting and whether it was an annual or special meeting. Thisinformation must be provided only if a meeting of security holders was held.

(b) If the meeting involved the election of directors, the name of each director electedat the meeting, as well as a brief description of each other matter voted upon at themeeting; and state the number of votes cast for, against or withheld, as well as the numberof abstentions and broker non-votes as to each such matter, including a separate tabu-lation with respect to each nominee for office. For the vote on the frequency of share-holder advisory votes on executive compensation required by section 14A(a)(2) of theSecurities Exchange Act of 1934 (15U.S.C. 78n-1) and § 240.14a-21(b), state the numberof votes cast for each of 1 year, 2 years, and 3 years, as well as the number of abstentions.

(c) A description of the terms of any settlement between the registrant and any otherparticipant (as defined in Instruction 3 to Item 4 of Schedule 14A (17 CFR 240.14a-101))terminating any solicitation subject to Rule 14a-12(c), including the cost or anticipatedcost to the registrant.

(d) No later than one hundred fifty calendar days after the end of the annual or othermeeting of shareholders at which shareholders voted on the frequency of shareholdervotes on the compensation of executives as required by section 14A(a)(2) of the Secu-rities Exchange Act of 1934 (15 U.S.C. 78n-1), but in no event later than sixty calendardays prior to the deadline for submission of shareholder proposals under § 240.14a-8, asdisclosed in the registrant’s most recent proxy statement for an annual or other meeting ofshareholders relating to the election of directors at which shareholders voted on thefrequency of shareholder votes on the compensation of executives as required by section14A(a)(2) of the Securities Exchange Act of 1934 (15 U.S.C. 78n-1(a)(2)), by amend-ment to the most recent Form 8-K filed pursuant to (b) of this Item, disclose the com-pany’s decision in light of such vote as to how frequently the company will include ashareholder vote on the compensation of executives in its proxy materials until the nextrequired vote on the frequency of shareholder votes on the compensation of executives.

Instruction 1 to Item 5.07. The four business day period for reporting theevent under this Item 5.07, other than with respect to Item 5.07(d), shall begin torun on the day on which the meeting ended. The registrant shall disclose on Form8-K under this Item 5.07 the preliminary voting results. The registrant shall file anamended report on Form 8-K under this Item 5.07 to disclose the final votingresults within four business days after the final voting results are known. However,no preliminary voting results need be disclosed under this Item 5.07 if the regis-trant has disclosed final voting results on Form 8-K under this Item.

Instruction 2 to Item 5.07. If any matter has been submitted to a vote of securityholders otherwise than at a meeting of such security holders, corresponding infor-mation with respect to such submission shall be provided. The solicitation of anyauthorization or consent (other than a proxy to vote at a stockholders’ meeting) withrespect to any matter shall be deemed a submission of such matter to a vote ofsecurity holders within the meaning of this item.

Instruction 3 to Item 5.07. If the registrant did not solicit proxies and theboard of directors as previously reported to the Commission was re-elected in its

Form 8-K 33

entirety, a statement to that effect in answer to paragraph (b) will suffice as ananswer thereto regarding the election of directors.

Instruction 4 to Item 5.07. If the registrant has furnished to its security holdersproxy soliciting material containing the information called for by paragraph (c), theparagraphmaybeansweredby reference to the information contained in suchmaterial.

Instruction 5 to Item 5.07. A registrant may omit the information called for bythis Item 5.07 if, on the date of the filing of its report on Form 8-K, the registrantmeets the following conditions:

1. All of the registrant’s equity securities are owned, either directly or indi-rectly, by a single person which is a reporting company under the Exchange Actand which has filed all the material required to be filed pursuant to Section 13, 14or 15(d) thereof, as applicable; and

2. During the preceding thirty-six calendar months and any subsequent periodof days, there has not been any material default in the payment of principal,interest, a sinking or purchase fund installment, or any other material default notcured within thirty days, with respect to any indebtedness of the registrant or itssubsidiaries, and there has not been any material default in the payment of rentalsunder material long-term leases.

Item 5.08. Shareholder Director Nominations.

(a) If the registrant did not hold an annual meeting the previous year, or if the date ofthis year’s annual meeting has been changed by more than 30 calendar days from thedate of the previous year’s meeting, then the registrant is required to disclose the dateby which a nominating shareholder or nominating shareholder group must submit thenotice on Schedule 14N (§ 240.14n-101) required pursuant to § 240.14a-11(b)(10),which date shall be a reasonable time before the registrant mails its proxy materials forthe meeting. Where a registrant is required to include shareholder director nominees inthe registrant’s proxy materials pursuant to either an applicable state or foreign lawprovision, or a provision in the registrant’s governing documents, then the registrant isrequired to disclose the date by which a nominating shareholder or nominating share-holder group must submit the notice on Schedule 14N required pursuant to § 240.14a-18.

(b) If the registrant is a series company as defined in Rule 18f-2(a) under the In-vestment Company Act of 1940 (§ 270.18f-2 of this chapter), then the registrant isrequired to disclose in connection with the election of directors at an annual meeting ofshareholders (or, in lieu of such an annual meeting, a special meeting of shareholders) thetotal number of shares of the registrant outstanding and entitled to be voted (or if the votesare to be cast on a basis other than one vote per share, then the total number of votesentitled to be voted and the basis for allocating such votes) on the election of directors atsuch meeting of shareholders as of the end of the most recent calendar quarter.

Section 6—Asset-Backed Securities

The Items in this Section 6 apply only to asset-backed securities. Terms used in thisSection 6 have the same meaning as in Item 1101 of Regulation AB (17 CFR229.1101).

Item 6.01. ABS Informational and Computational Material.

Report under this Item any ABS informational and computational material filed in,or as an exhibit to, this report.

34 Form 8-K

Item 6.02. Change of Servicer or Trustee.

If a servicer contemplated by Item 1108(a)(2) of Regulation AB (17 CFR 229.1108(a)(2))or a trustee has resigned or has been removed, replaced or substituted, or if a newservicer contemplated by Item 1108(a)(2) of Regulation AB or trustee has been ap-pointed, state the date the event occurred and the circumstances surrounding the change.In addition, provide the disclosure required by Item 1108(d) of Regulation AB (17 CFR229.1108(c)), as applicable, regarding the servicer or trustee change. If a new servicercontemplated by Item 1108(a)(3) of this Regulation AB or a new trustee has beenappointed, provide the information required by Item 1108(b) through (d) of RegulationAB regarding such servicer or Item 1109 of Regulation AB (17 CFR 229.1109) re-garding such trustee, as applicable.

Instruction.

To the extent that any information called for by this Item regarding such serviceror trustee is not determined or is unavailable at the time of the required filing, theregistrant shall include a statement to this effect in the filing and then must file anamendment to its Form 8-K filing under this Item 6.02 containing such informationwithin four business days after the information is determined or becomes available.

Item 6.03. Change in Credit Enhancement or Other External Support.

(a) Loss of Existing Enhancement or Support. If the depositor (or servicer if theservicer signs the report on Form 10-K (17 CFR 249.310) of the issuing entity)becomes aware that any material enhancement or support specified in Item 1114(a)(1)through (3) of Regulation AB (17 CFR 229.1114(a)(1) through (3)) or Item 1115 ofRegulation AB (17 CFR 229.1115) that was previously applicable regarding one ormore classes of the asset-backed securities has terminated other than by expiration ofthe contract on its stated termination date or as a result of all parties completing theirobligations under such agreement, then disclose:

(1) The date of the termination of the enhancement;

(2) The identity of the parties to the agreement relating to the enhancement orsupport;

(3) A brief description of the terms and conditions of the enhancement or supportthat are material to security holders;

(4) A brief description of the material circumstances surrounding the termination; and

(5) Any material early termination penalties paid or to be paid out of the cash flowsbacking the asset-backed securities.

(b) Addition of New Enhancement or Support. If the depositor (or servicer if theservicer signs the report on Form 10-K (17 CFR 249.310) of the issuing entity) be-comes aware that any material enhancement specified in Item 1114(a)(1) through (3) ofRegulation AB (17 CFR 229.1114(a)(1) through (3)) or Item 1115 of Regulation AB(17 CFR 229.1115) has been added with respect to one or more classes of the asset-backed securities, then provide the date of addition of the new enhancement or supportand the disclosure required by Items 1114 or 1115 of Regulation AB, as applicable,with respect to such new enhancement or support.

(c) Material Change to Enhancement or Support. If the depositor (or servicer ifthe servicer signs the report on Form 10-K (17 CFR 249.310) of the issuing entity)becomes aware that any existing material enhancement or support specified in Item1114(a)(1) through (3) of Regulation AB or Item 1115 of Regulation AB with respectto one or more classes of the asset-backed securities has been materially amended ormodified, disclose:

Form 8-K 35

(1) The date on which the agreement or agreements relating to the enhancement orsupport was amended or modified;

(2) The identity of the parties to the agreement or agreements relating to theamendment or modification; and

(3) A brief description of the material terms and conditions of the amendment ormodification.

Instructions.

1. Disclosure is required under this Item whether or not the registrant is a partyto any agreement regarding the enhancement or support if the loss, addition ormodification of such enhancement or support materially affects, directly or indi-rectly, the asset-backed securities, the pool assets or the cash flow underlying theasset-backed securities.

2. To the extent that any information called for by this Item regarding theenhancement or support is not determined or is unavailable at the time of therequired filing, the registrant shall include a statement to this effect in the filing andthen must file an amendment to its Form 8-K filing under this Item 6.03 containingsuch information within four business days after the information is determined orbecomes available.

3. The instructions to Items 1.01 and 1.02 of this Form apply to this Item.

4. Notwithstanding Items 1.01 and 1.02 of this Form, disclosure regardingchanges to material enhancement or support is to be reported under this Item 6.03in lieu of those Items.

Item 6.04. Failure to Make a Required Distribution.

If a required distribution to holders of the asset-backed securities is not made as ofthe required distribution date under the transaction documents, and such failure ismaterial, identify the failure and state the nature of the failure to make the timelydistribution.

Item 6.05. Securities Act Updating Disclosure.

Regarding an offering of asset-backed securities registered on Form SF-3 (17 CFR239.45), if anymaterial pool characteristic of the actual asset pool at the time of issuance ofthe asset-backed securities differs by 5% or more (other than as a result of the pool assetsconverting into cash in accordance with their terms) from the description of the asset poolin the prospectus filed for the offering pursuant to Securities Act Rule 424 (17 CFR230.424), disclose the information required by Items 1111 and 1112 of Regulation AB (17CFR 229.1111 and 17 CFR 229.1112) regarding the characteristics of the actual asset pool.If applicable, also provide information required by Items 1108 and 1110 of Regulation AB(17 CFR 229.1108 and 17 CFR 229.1110) regarding any new servicers or originators thatwould be required to be disclosed under those items regarding the pool assets.

Instruction.

No report is required under this Item if substantially the same information isprovided in a post-effective amendment to the Securities Act registration statement orin a subsequent prospectus filed pursuant to Securities Act Rule 424 (17CFR 230.424).

Item 6.06. Static Pool.

Regarding an offering of asset-backed securities registered on Form SF-1 (17 CFR239.44) or Form SF-3 (17CFR 239.45), in lieu of providing the static pool information as

36 Form 8-K

required by Item 1105 of Regulation AB (17 CFR 229.1105) in a form of prospectus orprospectus, an issuer may file the required information in this report or as an exhibit tothis report. The static pool disclosure must be filed by the time of effectiveness of aregistration statement on Form SF-1, by the same date of the filing of a form of pro-spectus, as required by Rule 424(h) (17 CFR 230.424(h)), and by the same date of thefiling of a final prospectus meeting the requirements of section 10(a) of the SecuritiesAct (15 U.S.C. 77j(a)) filed in accordance with Rule 424(b) (17 CFR 230.424(b)).

Instructions.

1. Refer to Item 601(b)(106) of Regulation S-K (17 CFR 229.601(b)(106))regarding the filing of exhibits to this Item 6.06.

2. Refer to Item 10 of Form SF-1 (17 CFR 239.44) or Item 10 of Form SF-3 (17CFR 239.45) regarding incorporation by reference.

Section 7—Regulation FD

Item 7.01. Regulation FD Disclosure.

Unless filed under Item 8.01, disclose under this item only information that theregistrant elects to disclose through Form 8-K pursuant to Regulation FD (17 CFR243.100 through 243.103).

Section 8—Other Events

Item 8.01. Other Events.

The registrant may, at its option, disclose under this Item 8.01 any events, withrespect to which information is not otherwise called for by this form, that the registrantdeems of importance to security holders. The registrant may, at its option, file a reportunder this Item 8.01 disclosing the nonpublic information required to be disclosed byRegulation FD (17 CFR 243.100 through 243.103).

Section 9—Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.*

List below the financial statements, pro forma financial information and exhibits, ifany, filed as a part of this report.

(a) Financial Statements of Businesses Acquired.

(1) For any business acquisition required to be described in answer to Item 2.01 ofthis form, financial statements of the business acquired shall be filed for the periods

*Effective January 1, 2021, Form 8-K is amended by revising Item 9.01 as part of amendmentsto improve for investors the financial information about acquired or disposed businesses, facilitatemore timely access to capital, and reduce the complexity and costs to prepare the disclosure. Theamended version of Item 9.01 follows the unamended version. See SEC Release Nos. 33-10786;34-88914; IC-33872; May 20, 2020. Compliance Date: Registrants will not be required to applythe final amendments until the beginning of the registrant’s fiscal year beginning after December31, 2020 (the mandatory compliance date). Voluntary early compliance with the final amend-ments is permitted in advance of the registrant’s mandatory compliance date provided that thefinal amendments are applied in their entirety from the date of early compliance.

Form 8-K 37

specified in Rule 3-05(b) of Regulation S-X (17 CFR 210.3-05(b)) or Rule 8-04(b) ofRegulation S-X (17 CFR 210.8-04(b) for smaller reporting companies.

(2) The financial statements shall be prepared pursuant to Regulation S-X exceptthat supporting schedules need not be filed. A manually signed accountant’s reportshould be provided pursuant to Rule 2-02 of Regulation S-X (17 CFR 210.2-02).

(3) With regard to the acquisition of one or more real estate properties, the financialstatements and any additional information specified by Rules 3-14 (17 CFR 210.3-14)or Rule 8-06 of Regulation S-X (17 CFR 210.8-06) for smaller reporting companies.

(4) Financial statements required by this item may be filed with the initial report, orby amendment not later than 71 calendar days after the date that the initial report onForm 8-K must be filed. If the financial statements are not included in the initial report,the registrant should so indicate in the Form 8-K report and state when the requiredfinancial statements will be filed. The registrant may, at its option, include unauditedfinancial statements in the initial report on Form 8-K.

(b) Pro Forma Financial Information.

(1) For any transaction required to be described in answer to Item 2.01 of this form,furnish any pro forma financial information that would be required pursuant to Article11 of Regulation S-X (§ 210.11 of this chapter) or Rule 8-05 of Regulation S-X(§ 210.8-05 of this chapter) for smaller reporting companies.

(2) The provisions of paragraph (a)(4) of this Item 9.01 shall also apply to pro formafinancial information relative to the acquired business.

(c) Shell Company Transactions. The provisions of paragraph (a)(4) and (b)(2) ofthis Item shall not apply to the financial statements or pro forma financial informationrequired to be filed under this Item with regard to any transaction required to bedescribed in answer to Item 2.01 of this Form by a registrant that was a shell company,other than a business combination related shell company, as those terms are defined inRule 12b-2 under the Exchange Act (17 CFR 240.12b-2), immediately before thattransaction. Accordingly, with regard to any transaction required to be described inanswer to Item 2.01 of this Form by a registrant that was a shell company, other than abusiness combination related shell company, immediately before that transaction, thefinancial statements and pro forma financial information required by this Item must befiled in the initial report. Notwithstanding General Instruction B.3. to Form 8-K, if anyfinancial statement or any financial information required to be filed in the initial reportby this Item 9.01(c) is previously reported, as that term is defined in Rule 12b-2 underthe Exchange Act (17 CFR 240.12b-2), the registrant may identify the filing in whichthat disclosure is included instead of including that disclosure in the initial report.

(d) Exhibits. The exhibits will be deemed to be filed or furnished, depending uponthe relevant item requiring such exhibit, in accordance with the provisions of Item 601of Regulation S-K (17 CFR 229.601) and Instruction B.2 of this form.

Instruction. During the period after a registrant has reported a business combi-nation pursuant to Item 2.01 of this form, until the date on which the financial state-ments specified by this Item 9.01must be filed, the registrant will be deemed current forpurposes of its reporting obligations under Section 13(a) or 15(d) of the Exchange Act(15 U.S.C. 78m or 78o(d)). With respect to filings under the Securities Act, however,registration statements will not be declared effective and post-effective amendments toregistrations statements will not be declared effective unless financial statementsmeeting the requirements of Rule 3-05 of Regulation S-X (17 CFR 210.3-05) areprovided. In addition, offerings should not be made pursuant to effective registrationstatements, or pursuant to Rule 506 of Regulation D (17 CFR 230.506) where anypurchasers are not accredited investors under Rule 501(a) of that Regulation, until

38 Form 8-K

the audited financial statements required by Rule 3-05 of Regulation S-X (17 CFR210.3-05) are filed; provided, however, that the following offerings or sales of secu-rities may proceed notwithstanding that financial statements of the acquired businesshave not been filed:

(a) Offerings or sales of securities upon the conversion of outstanding con-vertible securities or upon the exercise of outstanding warrants or rights;

(b) Dividend or interest reinvestment plans;

(c) Employee benefit plans;

(d) Transactions involving secondary offerings; or

(e) Sales of securities pursuant to Rule 144 (17 CFR 230.144).

Item 9.01. Financial Statements and Exhibits.*

List below the financial statements, pro forma financial information and exhibits, ifany, filed as a part of this report.

(a) Financial Statements of Businesses or Funds Acquired.

(1) For any business acquisition or fund acquisition required to be described inanswer to Item 2.01 of this form, file financial statements and any applicable sup-plemental information, of the business acquired specified in Rules 3-05 or 3-14 ofRegulation S-X (17 CFR 210.3-05 and 210.3-14), or Rules 8-04 or 8-06 of RegulationS-X (17 CFR 210.8-04 and 210.8-06) for smaller reporting companies, or of the fundacquired specified in Rule 6-11 of Regulation S-X (17 CFR 210.6-11).

(2) The financial statements must be prepared pursuant to Regulation S-X exceptthat supporting schedules need not be filed unless required by Rule 6-11 of RegulationS-X (17 CFR 210.6-11). A manually signed accountant’s report should be providedpursuant to Rule 2-02 of Regulation S-X (17 CFR 210.2-02).

(3) Financial statements required by this item may be filed with the initial report, orby amendment not later than 71 calendar days after the date that the initial report onForm 8-K must be filed. If the financial statements are not included in the initial report,the registrant should so indicate in the Form 8-K report and state when the requiredfinancial statements will be filed. The registrant may, at its option, include unauditedfinancial statements in the initial report on Form 8-K.

(b) Pro Forma Financial Information.

(1) For any transaction required to be described in answer to Item 2.01 of this form,file any pro forma financial information that would be required pursuant to Article 11of Regulation S-X (17 CFR 210) or Rule 8-05 of Regulation S-X (17 CFR 210.8-05) for

*Effective January 1, 2021, Form 8-K is amended by revising Item 9.01 as part of amendmentsto improve for investors the financial information about acquired or disposed businesses, facilitatemore timely access to capital, and reduce the complexity and costs to prepare the disclosure. Theamended version of Item 9.01 follows the unamended version. See SEC Release Nos. 33-10786;34-88914; IC-33872; May 20, 2020. Compliance Date: Registrants will not be required to applythe final amendments until the beginning of the registrant’s fiscal year beginning after December31, 2020 (the mandatory compliance date). Voluntary early compliance with the final amend-ments is permitted in advance of the registrant’s mandatory compliance date provided that thefinal amendments are applied in their entirety from the date of early compliance.

Form 8-K 39

smaller reporting companies unless it involves the acquisition of a fund subject to Rule6-11 of Regulation S-X (17 CFR 210.6-11).

(2) The provisions of paragraph (a)(3) of this Item 9.01 must also apply to pro formafinancial information relative to the acquired business.

(c) Shell Company Transactions. The provisions of paragraph (a)(3) and (b)(2) ofthis Item do not apply to the financial statements or pro forma financial informationrequired to be filed under this Item with regard to any transaction required to bedescribed in answer to Item 2.01 of this Form by a registrant that was a shell company,other than a business combination related shell company, as those terms are defined inRule 12b-2 under the Exchange Act (17 CFR 240.12b-2), immediately before thattransaction. Accordingly, with regard to any transaction required to be described inanswer to Item 2.01 of this Form by a registrant that was a shell company, other than abusiness combination related shell company, immediately before that transaction, thefinancial statements and pro forma financial information required by this Item must befiled in the initial report. Notwithstanding General Instruction B.3. to Form 8-K, if anyfinancial statement or any financial information required to be filed in the initial reportby this Item 9.01(c) is previously reported, as that term is defined in Rule 12b-2 underthe Exchange Act (17 CFR 240.12b-2), the registrant may identify the filing in whichthat disclosure is included instead of including that disclosure in the initial report.

(d) Exhibits. The exhibits will be deemed to be filed or furnished, depending uponthe relevant item requiring such exhibit, in accordance with the provisions of Item 601of Regulation S-K (17 CFR 229.601) and Instruction B.2 of this form.

Instruction.

During the period after a registrant has reported an acquisition pursuant to Item2.01 of this form, until the date on which the financial statements specified by thisItem 9.01 must be filed, the registrant will be deemed current for purposes of itsreporting obligations under Section 13(a) or 15(d) of the Exchange Act (15 U.S.C.78m or 78o(d)). With respect to filings under the Securities Act, however, regis-tration statements will not be declared effective and post-effective amendments toregistration statements will not be declared effective unless financial statementsmeeting the requirements of Rule 3-05, Rule 3-14, Rule 6-11, Rule 8-04, and Rule8-06 of Regulation S-X (17 CFR 210.3-05, 210.3-14, 210.6-11, 210.8-04, and210.8-06), as applicable, are provided. In addition, offerings should not be madepursuant to effective registration statements, or pursuant to Rule 506 of RegulationD (17 CFR 230.506) where any purchasers are not accredited investors under Rule501(a) of that Regulation, until the audited financial statements required by Rule 3-05, Rule 3-14, Rule 6-11, Rule 8-04, and Rule 8-06 of Regulation S-X (17 CFR210.3-05, 210.3-14, 210.6-11, 210.8-04, and 210.8-06), as applicable, are filed;provided, however, that the following offerings or sales of securities may proceednotwithstanding that financial statements of the acquired business have not beenfiled:

(a) Offerings or sales of securities upon the conversion of outstanding con-vertible securities or upon the exercise of outstanding warrants or rights;

(b) Dividend or interest reinvestment plans;

(c) Employee benefit plans;

(d) Transactions involving secondary offerings; or

(e) Sales of securities pursuant to Rule 144 (17 CFR 230.144).

40 Form 8-K

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registranthas duly caused this report to be signed on its behalf by the undersigned hereunto dulyauthorized.

(Registrant)

Date By(Signature)1

1Print the name and title of the signing officer under his signature.

Form 8-K 41



FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIESPURSUANT TO SECTION 12(b) OR 12(g) OFTHE SECURITIES EXCHANGE ACT OF 1934

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class

to be so registered

Name of each exchange on which

each class is to be registered

Securities to be registered pursuant to Section 12(g) of the Act:

(Title of Class)

(Title of Class)

Indicate by check mark whether the registrant is a large accelerated filer, an ac-celerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’‘‘smaller reporting company,’’ and ‘‘emerging growth company’’ in Rule 12b-2 of theExchange Act.

Large accelerated filer &

Accelerated filer &

Non-accelerated filer &

Smaller reporting company &


43



A. Rule as to Use of Form 10.

Form 10 shall be used for registration pursuant to Section 12(b) or (g) of theSecurities Exchange Act of 1934 of classes of securities of issuers for which no otherform is prescribed.


(a) The General Rules and Regulations under the Act contain certain generalrequirements which are applicable to registration on any form. These generalrequirements should be carefully read and observed in the preparation and filing ofregistration statements on this form.

(b) Particular attention is directed to Regulation 12B [17 CFR 240.12b-1–240.12b-36]which contains general requirements regardingmatters such as the kind and size of paperto be used, the legibility of the registration statement, the information to be givenwhenever the title of securities is required to be stated, and the filing of the registrationstatement. The definitions contained in Rule 12b-2 [17 CFR 240.12b-2] should beespecially noted.

C. Preparation of Registration Statement.

(a) This form is not to be used as a blank form to be filled in, but only as a guide inthe preparation of the registration statement on paper meeting the requirements of Rule12b-12 [17 CFR 240.12b-12]. The registration statement shall contain the item num-bers and captions, but the text of the items may be omitted. The answers to the itemsshall be prepared in the manner specified in Rule 12b-13.

(b) Unless otherwise stated, the information required shall be given as of a datereasonably close to the date of filing the registration statement.

(c) Attention is directed to Rule 12b-20 [17 CFR 240.12b-20] which states: ‘‘Inaddition to the information expressly required to be included in a statement or report,there shall be added such further material information, if any, as may be necessary tomake the required statements, in light of the circumstances under which they are made,not misleading.’’

D. Signature and Filing of Registration Statement.

Three complete copies of the registration statement, including financial state-ments, exhibits and all other papers and documents filed as a part thereof, and fiveadditional copies which need not include exhibits, shall be filed with theCommission. At least one complete copy of the registration statement, includingfinancial statements, exhibits and all other papers and documents filed as a partthereof, shall be filed with each exchange on which any class of securities is to beregistered. At least one complete copy of the registration statement filed with theCommission and one such copy filed with each exchange shall be manually signed.Copies not manually signed shall bear typed or printed signatures.

44 Form 10

E. Omission of Information Regarding Foreign Subsidiaries.

Information required by any item or other requirement of this form with respect toany foreign subsidiary may be omitted to the extent that the required disclosure wouldbe detrimental to the registrant. However, financial statements, otherwise required,shall not be omitted pursuant to this instruction. Where information is omitted pursuantto this instruction, a statement shall be made that such information has been omittedand the names of the subsidiaries involved shall be separately furnished to the Com-mission. The Commission may, in its discretion, call for justification that the requireddisclosure would be detrimental.

F. Incorporation By Reference.

Attention is directed to Rule 12b-23 [17 CFR 240.12b-23] which provides for theincorporation by reference of information contained in certain documents in answer orpartial answer to any item of a registration statement.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Business.

Furnish the information required by Item 101 of Regulation S-K (§ 229.101 of thischapter).

Item 1A. Risk Factors.

Set forth, under the caption ‘‘Risk Factors,’’ where appropriate, the risk factorsdescribed in Item 105 of Regulation S-K (§ 229.105 of this chapter) applicable to theregistrant. Provide any discussion of risk factors in plain English in accordance withRule 421(d) of the Securities Act of 1933 (§ 230.421(d) of this chapter). Smallerreporting companies are not required to provide the information required by this item.

Item 2. Financial Information.

Furnish the information required by Items 301, 303, and 305 of Regulation S-K(§§ 229.301, 229.303, and 229.305 of this chapter).

Item 3. Properties.


Item 4. Security Ownership of Certain Beneficial Owners and Management.


Item 5. Directors and Executive Officers.


Item 6. Executive Compensation.

Furnish the information required by Item 402 of Regulation S-K (§ 229.402 ofthis chapter) and paragraph (e)(4) of Item 407 of Regulation S-K (§ 229.407 of thischapter).

Form 10 45

Item 7. Certain Relationships and Related Transactions, and DirectorIndependence.

Furnish the information required by Item 404 of Regulation S-K (§ 229.404 of thischapter) and Item 407(a) of Regulation S-K (§ 229.407(a) of this chapter).

Item 8. Legal Proceedings.


Item 9. Market Price of and Dividends on the Registrant’s Common Equityand Related Stockholder Matters.


Item 10. Recent Sales of Unregistered Securities.


Item 11. Description of Registrant’s Securities to Be Registered.

Furnish the information required by Item 202 of Regulation S-K (§ 229.202 of thischapter). If the class of securities to be registered will trade in the form of AmericanDepositary Receipts, furnish Item 202(f) disclosure for such American DepositaryReceipts as well.

Item 12. Indemnification of Directors and Officers.


Item 13. Financial Statements and Supplementary Data.

Furnish all financial statements required by Regulation S-X and supplementaryfinancial information required by Item 302 of Regulation S-K (§ 229.302 of thischapter). Smaller reporting companies may provide the financial information requiredby Article 8 of Regulation S-X in lieu of the information required by in other parts ofRegulation S-X.

Item 14. Changes in and Disagreements With Accountants onAccounting and Financial Disclosure.


Item 15. Financial Statements and Exhibits.

(a) List separately all financial statements filed as part of the registration state-ment.

(b) Furnish the exhibits required by Item 601 of Regulation S-K (§ 229.601 of thischapter).

46 Form 10

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934,the registrant has duly caused this registration statement to be signed on its behalf bythe undersigned, thereunto duly authorized.

(Registrant)

Date By(Signature)1

1Print the name and title of the signing officer under his signature.

Form 10 47

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIESOF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

[Editor’s Note: As part of the SEC’s smaller reporting companyregulatory relief and simplification rules, Form 10-SB was removedeffective February 4, 2008. See SEC Release Nos. 33-8876; 34-56994;39-2451; December 19, 2007.]

49



FORM 10-D*

ASSET-BACKED ISSUERDISTRIBUTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the [identify distribution frequency (e.g., monthly/quarterly)] distribution periodfrom , 20 to , 20

Commission File Number of issuing entity:

Central Index Key Number of issuing entity:

(Exact name of issuing entity as specified in its charter)

Commission File Number of depositor:

Central Index Key Number of depositor:

(Exact name of depositor as specified in its charter)

Central Index Key Number of sponsor (if applicable):

(Exact name of sponsor as specified in its charter)

(Name and telephone number, including area code, of the person to contact inconnection with this filing)

(State or other jurisdiction of incorporationor organization of the issuing entity)

(I.R.S. EmployerIdentification No.)

(Address of principal executive offices ofthe issuing entity)

(Zip Code)

(Telephone number, including area code)

(Former name, former address, if changed since last report)

*Effective August 13, 2019, Form 10-D is amended by revising General Instruction D(2)(d) aspart of technical corrections to the SEC’s FAST Act Modernization and Simplification of Reg-ulation S-K release. See SEC Release Nos. 33-10618A; 34-85381A; IA-5206A; IC-33426A;August 6, 2019.

51

Title of class Registered/reporting pursuant to (check one) Name of exchangeSection 12(b) Section 12(g) Section 15(d) (If Section 12(b))

Indicate by check mark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pre-ceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days.Yes No


A. Rule as to Use of Form 10-D.

(1) This Form shall be used for distribution reports by asset-backed issuers pursuantto Rule 13a-17 or Rule 15d-17 (17 CFR 240.13a-17 or 17 CFR 240.15d-17) of theSecurities Exchange Act of 1934 (the ‘‘Act’’). Such a report is required to be filed eventhough the sponsor or depositor also files reports pursuant to Section 13(a) or 15(d) ofthe Act (15 U.S.C. 78m(a) or 78o(d)) with respect to classes of securities other than theasset-backed securities. See Rule 3b-19 (17 CFR 240.3b-19). Terms used in this Formhave the same meaning as in Item 1101 of Regulation AB (17 CFR 229.1101).

(2) Reports on this Form shall be filed within 15 days after each required distri-bution date on the asset-backed securities, as specified in the governing documents forsuch securities.


(1) The General Rules and Regulations under the Act contain certain general re-quirements which are applicable to reports on any form under the Act. These generalrequirements should be carefully read and observed in the preparation and filing of reportson this Form, except that any provision in this Form or in these instructions is controlling.

(2) Particular attention is directed to Regulation 12B (17 CFR 240.12b-1 et seq.),which contains general requirements regarding filing reports under the Act. The de-finitions contained in Rule 12b-2 should be especially noted. See also Regulations 13A(17 CFR 240.13a-1 et seq.) and 15D (17 CFR 240.15d-1 et seq.).

C. Preparation of Report.

(1) This Form is not to be used as a blank form to be filled in, but only as a guidein preparing the report in accordance with Rules 12b-11 (17 CFR 240.12b-11), 12b-12(17 CFR 240.12b-12) and 12b-13 (17 CFR 240.12b-13). The Commission does notfurnish blank copies of this Form to be filled in for filing.

(2) These general instructions are not to be filed with the report. The instructions tothe various captions of the Form are also to be omitted from the report as filed.

(3) Any item which is inapplicable or to which the answer is negative may beomitted and no reference need be made in the report. If substantially the same infor-mation has been previously reported by the asset-backed issuer, an additional report ofthe information on this Form need not be made. Identify the form or report on which thepreviously reported information was filed. Identifying information should include aCentral Index Key number, file number and date of the previously reported informa-tion. The term ‘‘previously reported’’ is defined in Rule 12b-2 (17 CFR 240.12b-2).

52 Form 10-D

(4) Attention is directed to Rule 12b-20 (17 CFR 240.12b-20), which states: ‘‘Inaddition to the information expressly required to be included in a statement or report,there shall be added such further material information, if any, as may be necessary tomake the required statements, in the light of the circumstances under which they aremade not misleading.’’

D. Incorporation By Reference.

(1) If the asset-backed issuer makes available to the holders of its securities orotherwise publishes, within the period prescribed for filing the report on this Form, apress release or other document or statement containing information meeting some orall of the requirements of this Form, the information called for may be incorporated byreference to such published document or statement, in answer or partial answer to anyitem or items of this Form, provided copies thereof are filed as an exhibit to the reporton this Form.

(2) All information incorporated by reference must comply with the requirements ofthis Form and the following rules on incorporation by reference:

(a) [Reserved.]

(b) Item 1100(c) of Regulation AB (17 CFR 229.1100(c)) (additional requirementsfor incorporating information by reference in filings by asset-backed issuers);

(c) Rule 303 of Regulation S-T (17 CFR 232.303) (specific requirements forelectronically filed documents); and

*(d) Exchange Act Rule 12b-23 (17 CFR 240.12b-23) (additional rule on incor-poration by reference for reports filed pursuant to Sections 13 and 15(d) of the Act).

(3) With respect to all registrants required to provide asset-level information pur-suant to Item 1111(h) of Regulation AB (17 CFR 229.1111(h)):

(a) The disclosures filed as exhibits to Form ABS-EE in accordance with Item601(b)(102) and Item 601(b)(103) of Regulation S-K (17 CFR 229.601(b)(102) and601(b)(103)) must be incorporated by reference into the Form 10-D.

(b) If the pool assets include asset-backed securities of a third-party, registrants mayreference the third-party’s filings of asset-level data pursuant to Item 1100(c)(2) ofRegulation AB (17 CFR 232.1100(c)(2)), except that the third-party is not required tomeet the definition of significant obligor in Item 1101(k) of Regulation AB (17 CFR232.1101(k)).

E. Signature and Filing of Report.

(1) The report on this Form must be signed by the depositor. In the alternative, thereport on this Form may be signed on behalf of the issuing entity by a duly authorizedrepresentative of the servicer. If multiple servicers are involved in servicing the poolassets, a duly authorized representative of the master servicer (or entity performing theequivalent function) must sign if a representative of the servicer is to sign the report onbehalf of the issuing entity.

*Effective August 13, 2019, Form 10-D is amended by revising General Instruction D(2)(d) aspart of technical corrections to the SEC’s FAST Act Modernization and Simplification ofRegulation S-K release. See SEC Release Nos. 33-10618A; 34-85381A; IA-5206A; IC-33426A;August 6, 2019.

Form 10-D 53

(2) The name and title of each person who signs the report shall be typed or printedbeneath his or her signature. Attention is directed to Rule 12b-11 (17 CFR 240.12b-11)concerning manual signatures.

(3) An asset-backed issuermust submit the report on this Form in electronic format viathe Commission’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) systemin accordance with the EDGAR rules set forth in Regulation S-T (17 CFR Part 232),except as discussed below. An issuer submitting the report in electronic format mustprovide the signatures required for the report in accordance with Regulation S-T Rule 302(17 CFR 232.302). For assistance with technical questions about EDGAR or to request anaccess code, call the EDGAR Filer Support Office at (202) 942-8900. For assistance withthe EDGAR rules, call theOffice of EDGARand InformationAnalysis at (202) 942-2940.

(4) If the report is filed in paper pursuant to a hardship exemption from electronicfiling provided by Regulation S-T Rule 201 or 202 (17 CFR 232.201 or 232.202), oras otherwise permitted by the Commission, eight copies of the report must be filedwith the Commission. An issuer also must file at least one complete copy of thereport with each national securities exchange on which any security of the issuer islisted and registered under Section 12(b) of the Act (15 U.S.C. 78l(b)). At least onecomplete copy of the report filed with the Commission and one such copy filed witheach exchange must be manually signed. Copies not manually signed must beartyped or printed signatures. When submitting a report in paper under a hardshipexemption, an issuer must provide the legend required by Regulation S-T Rule201(a)(2) or 202(c) (17 CFR 232.201(a)(2) or 232.202(c)) on the cover page of thereport. When submitting the report in electronic format to the Commission, an issuermay submit a paper copy containing typed signatures to each national securitiesexchange in accordance with Regulation S-T Rule 302(c) (17 CFR 232.302(c)).

PART I—DISTRIBUTION INFORMATION

Item 1. Distribution and Pool Performance Information.

Provide the information required by Item 1121(a), (b) and (c) of Regulation AB (17CFR 229.1121(a), (b) and (c)), and attach as an exhibit to this report the distribution reportdelivered to the trustee or security holders, as the case may be, pursuant to the transactionagreements for the distribution period covered by this report. Any information requiredby Item 1121(a), (b) and (c) of Regulation AB that is provided in the attached distributionreport need not be repeated in this report. However, taken together, the attached distri-bution report and the information provided under this Item must contain the informationrequired by Item 1121(a), (b) and (c) of Regulation AB.

Item 1A. Asset-Level Information.

Provide the information required by Item 1111 of Regulation AB (17 CFR229.1111), Pool Assets and Item 1125 of Regulation AB (17 CFR 229.1125), ScheduleAL—Asset-Level Information.

Item 1B. Asset Representations Reviewer and Investor Communication.

For any transaction that included the provisions required by General InstructionsI.B.1(b) and I.B.1(d) on Form SF-3 (referenced in § 239.45), provide the informationrequired by Item 1121(d) and (e) of Regulation AB (17 CFR 229.1121(d) and (e)), asapplicable.

54 Form 10-D

PART II—OTHER INFORMATION


Provide the information required by Item 1117 of Regulation AB (17 CFR229.1117). As to such proceedings which have been terminated during the periodcovered by the report, provide similar information, including the date of terminationand a description of the disposition thereof.

Instruction. A legal proceeding need only be reported in the report on this Formfiled for the distribution period in which it first became a reportable event and insubsequent reports on this Form in which there have been material developments.

Item 3. Sales of Securities and Use of Proceeds.

Provide the information required by Item 2 of Part II of Form 10-Q (17 CFR249.308a) with respect to the period covered by this report. With respect to the in-formation required by Item 2(a) of Part II of Form 10-Q:

(a) Provide this information regarding any sale of securities that are either backedby the same asset pool or are otherwise issued by the issuing entity, regardless ofwhether the transaction was registered under the Securities Act of 1933 (15 U.S.C. 77aet seq.) during the period covered by the report.

(b) Also provide the information required by paragraph (e) of Item 1113 ofRegulation AB (17 CFR 229.1113(e)) regarding such securities.

(c) No information required by Item 701(c) of Regulation S-K need be providedwith respect to securities which were not registered under the Securities Act.

Item 4. Defaults Upon Senior Securities.

Provide the information required by Item 3 of Part II of Form 10-Q with respect tothe period covered by this report.

Item 5. [Reserved.]

Item 6. Significant Obligors of Pool Assets.

Provide the information required by Item 1112(b) of Regulation AB (17 CFR229.1112(b)).

Instruction. Such information need only be reported in the report on thisForm filed for the distribution period in which updated information regarding thesignificant obligor is required pursuant to Item 1112(b) of Regulation AB. See alsoItem 1100(c) of Regulation AB (17 CFR 229.1100(c)) regarding the presentationof such information in certain instances.

Item 7. Change in Sponsor Interest in the Securities.

Provide the information required by Item 1124 of Regulation AB (17 CFR229.1124) with respect to the reporting period covered by this report.

Item 8. Significant Enhancement Provider Information.

Provide the information required by Items 1114(b)(2) and 1115(b) of RegulationAB (17 CFR 229.1114(b)(2) and 229.1115(b)).

Form 10-D 55

Instruction. Such information need only be reported in the report on this Formfiled for the distribution period in which updated information regarding the en-hancement provider is required pursuant to Items 1114(b)(2) or 1115(b) of RegulationAB. See also Item 1100(c) of Regulation AB (17 CFR 229.1100(c)) regarding thepresentation of such information in certain instances.

Item 9. Other Information.

The registrant must disclose under this Item any information required to be dis-closed in a report on Form 8-K during the period covered by the report on this Form, butnot reported, whether or not otherwise required by this Form. If disclosure of suchinformation is made under this Item, it need not be repeated in a report on Form 8-Kwhich would otherwise be required to be filed with respect to such information or in asubsequent report on this Form.

Item 10. Exhibits.

(a) List the documents filed as a part of the report.

(b) File, as exhibits to this report, the exhibits required by this Form and Item 601 ofRegulation S-K (17 CFR 229.601).

SIGNATURES*

Pursuant to the requirements of the Securities Exchange Act of 1934, the registranthas duly caused this report to be signed on its behalf by the undersigned thereunto dulyauthorized.

(Depositor)

Date(Signature)**

[OR]

(Issuing Entity)

Date By(Servicer)

(Signature)**

*See General Instruction E to Form 10-D.**Print the name and title of each signing officer under his or her signature.

56 Form 10-D



FORM 10-K*

(Mark One)

& ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended

or

*Effective January 1, 2021, Form 10-K is amended by revising Item 8.(a) of Part II as part ofamendments to improve for investors the financial information about acquired or disposedbusinesses, facilitate more timely access to capital, and reduce the complexity and costs to preparethe disclosure. See SEC Release Nos. 33-10786; 34-88914; IC-33872; May 20, 2020. ComplianceDate: Registrants will not be required to apply the final amendments until the beginning of theregistrant’s fiscal year beginning after December 31, 2020 (the mandatory compliance date).Voluntary early compliance with the final amendments is permitted in advance of the registrant’smandatory compliance date provided that the final amendments are applied in their entirety fromthe date of early compliance.

Effective April 27, 2020, Form 10-K is amended by adding a field to the cover page to includea check box indicating whether the registrant has included an ICFR auditor attestation in the filingas part of amendments to the accelerated filer and large accelerated filer definitions. See SECRelease No. 34-88365; March 12, 2020.

Effective May 2, 2019, Form 10-K is amended by adding a field to the cover page to includetrading symbol(s), removing the checkbox that relates to disclosure under Item 405, revising thelast sentence of General Instruction G.(3), removing the second sentence of General InstructionG.(4), revising the first sentence in Item 1A, removing the Instruction to Item 10, and revising theintroductory text of paragraph (a) under ‘‘Supplemental Information to be Furnished With ReportsFiled Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered SecuritiesPursuant to Section 12 of the Act’’ as part of amendments to modernize and simplify disclosurerequirements for public companies, investment advisers, and investment companies. See SECRelease Nos. 33-10618; 34-85381; IA-5206; IC-33426; March 20, 2019. Compliance Date: Thereis a phased compliance date for the requirements to tag data on the cover page of Form 10-K inInline XBRL, depending on type of filer: (i) Large accelerated filers that prepare their financialstatements in accordance with U.S. GAAP will be required to comply with the cover page taggingrequirements in reports for fiscal periods ending on or after June 15, 2019; (ii) Accelerated filersthat prepare their financial statements in accordance with U.S. GAAP will be required to complyin reports for fiscal periods ending on or after June 15, 2020; and (iii) All other filers that aresubject to the cover page tagging requirements, including foreign private issuers that prepare theirfinancial statements in accordance with IFRS, will be required to comply in reports for fiscalperiods ending on or after June 15, 2021. These cover page tagging requirements only apply toelectronic filers that file the specified forms and who are required to submit Interactive Data Filesin Inline XBRL format under Regulation S-T (i.e., the requirements do not apply to non-operatingcompanies such as any investment companies registered under the Investment Company Act,business development companies, as defined in Section 2(a)(48) of that Act, entities that reportunder the Exchange Act and prepare their financial statements in accordance with Article 6 ofRegulation S-X, or asset-backed issuers).

57

& TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number

(Exact Name of Registrant as Specified in Its Charter)

(State or Other Jurisdiction ofIncorporation or Organization)



Registrant’s telephone number, including area code

*Securities registered pursuant to Section 12(b) of the Act:

Effective September 17, 2018, Form 10-K is amended by revising the undesignated paragraphon the cover page that begins ‘‘Indicate by check mark whether the registrant has submittedelectronically’’ as part of amendments to the SEC’s eXtensible Business Reporting Language(XBRL) requirements for operating companies and funds. See SEC Release Nos. 33-10514; 34-83551; IC-33139; June 28, 2018.Compliance Dates: (1) Inline XBRL for operating companies: (a)Large accelerated filers that use U.S. GAAP will be required to comply beginning with fiscalperiods ending on or after June 15, 2019; (b) Accelerated filers that use U.S. GAAP will berequired to comply beginning with fiscal periods ending on or after June 15, 2020; (c) All otherfilers will be required to comply beginning with fiscal periods ending on or after June 15, 2021; (d)Filers will be required to comply beginning with their first Form 10-Q filed for a fiscal periodending on or after the applicable compliance date. (2) Inline XBRL for funds: (a) Large fundgroups (net assets of $1 billion or more as of the end of their most recent fiscal year) will berequired to comply on or after September 17, 2020; (b) All other funds will be required to complyon or after September 17, 2021. The amendments also eliminate the 15 business day filing periodfor risk/return summary XBRL data, so that the data will be more timely available to the public. (3)The requirement for operating companies and funds to post XBRL data on their websites iseliminated on September 17, 2018.

*Effective May 2, 2019, Form 10-K is amended by adding a field to the cover page to includetrading symbol(s) as part of amendments to modernize and simplify disclosure requirements forpublic companies, investment advisers, and investment companies. The amended version of thetable follows the unamended version. See SEC Release Nos. 33-10618; 34-85381; IA-5206; IC-33426; March 20, 2019.Compliance Date: There is a phased compliance date for the requirementsto tag data on the cover page of Form 10-K in Inline XBRL, depending on type of filer: (i) Largeaccelerated filers that prepare their financial statements in accordance with U.S. GAAP will berequired to comply with the cover page tagging requirements in reports for fiscal periods endingon or after June 15, 2019; (ii) Accelerated filers that prepare their financial statements in ac-cordance with U.S. GAAP will be required to comply in reports for fiscal periods ending on orafter June 15, 2020; and (iii) All other filers that are subject to the cover page tagging require-ments, including foreign private issuers that prepare their financial statements in accordance withIFRS, will be required to comply in reports for fiscal periods ending on or after June 15, 2021.These cover page tagging requirements only apply to electronic filers that file the specified formsand who are required to submit Interactive Data Files in Inline XBRL format under RegulationS-T (i.e., the requirements do not apply to non-operating companies such as any investmentcompanies registered under the Investment Company Act, business development companies, asdefined in Section 2(a)(48) of that Act, entities that report under the Exchange Act and preparetheir financial statements in accordance with Article 6 of Regulation S-X, or asset-backed issuers).

58 Form 10-K

Title of each className of each exchange

on which registered



Securities registered pursuant to Section 12(g) of the Act:

(Title of Class)

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as definedin Rule 405 of the Securities Act. & Yes & No

Indicate by check mark if the registrant is not required to file reports pursuant toSection 13 or Section 15(d) of the Act. & Yes & No

Note—Checking the box above will not relieve any registrant required to filereports pursuant to Section 13 or 15(d) of the Exchange Act from their obligationsunder those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirements for the past90 days. & Yes & No

*Effective May 2, 2019, Form 10-K is amended by adding a field to the cover page to includetrading symbol(s) as part of amendments to modernize and simplify disclosure requirements forpublic companies, investment advisers, and investment companies. The amended version of thetable follows the unamended version. See SEC Release Nos. 33-10618; 34-85381; IA-5206; IC-33426; March 20, 2019. Compliance Date: There is a phased compliance date for the requirementsto tag data on the cover page of Form 10-K in Inline XBRL, depending on type of filer: (i) Largeaccelerated filers that prepare their financial statements in accordance with U.S. GAAP will berequired to comply with the cover page tagging requirements in reports for fiscal periods endingon or after June 15, 2019; (ii) Accelerated filers that prepare their financial statements in ac-cordance with U.S. GAAP will be required to comply in reports for fiscal periods ending on orafter June 15, 2020; and (iii) All other filers that are subject to the cover page tagging require-ments, including foreign private issuers that prepare their financial statements in accordance withIFRS, will be required to comply in reports for fiscal periods ending on or after June 15, 2021.These cover page tagging requirements only apply to electronic filers that file the specified formsand who are required to submit Interactive Data Files in Inline XBRL format under RegulationS-T (i.e., the requirements do not apply to non-operating companies such as any investmentcompanies registered under the Investment Company Act, business development companies, asdefined in Section 2(a)(48) of that Act, entities that report under the Exchange Act and preparetheir financial statements in accordance with Article 6 of Regulation S-X, or asset-backed issuers).

Form 10-K 59

*Indicate by check mark whether the registrant has submitted electronically andposted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of thischapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit and post such files). & Yes & No

*Indicate by check mark whether the registrant has submitted electronically everyInteractive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit such files). & Yes & No



Accelerated filer &





**Indicate by check mark whether the registrant has filed a report on and attestationto its management’s assessment of the effectiveness of its internal control over

*Effective September 17, 2018, Form 10-K is amended by revising the undesignated para-graph on the cover page that begins ‘‘Indicate by check mark whether the registrant has submittedelectronically’’ as part of amendments to the SEC’s eXtensible Business Reporting Language(XBRL) requirements for operating companies and funds. The amended version of the undesig-nated paragraph follows the unamended version. See SEC Release Nos. 33-10514; 34-83551; IC-33139; June 28, 2018. Compliance Dates: (1) Inline XBRL for operating companies: (a) Largeaccelerated filers that use U.S. GAAP will be required to comply beginning with fiscal periodsending on or after June 15, 2019; (b) Accelerated filers that use U.S. GAAP will be required tocomply beginning with fiscal periods ending on or after June 15, 2020; (c) All other filers will berequired to comply beginning with fiscal periods ending on or after June 15, 2021; (d) Filers willbe required to comply beginning with their first Form 10-Q filed for a fiscal period ending on orafter the applicable compliance date. (2) Inline XBRL for funds: (a) Large fund groups (net assetsof $1 billion or more as of the end of their most recent fiscal year) will be required to comply on orafter September 17, 2020; (b) All other funds will be required to comply on or after September 17,2021. The amendments also eliminate the 15 business day filing period for risk/return summaryXBRL data, so that the data will be more timely available to the public. (3) The requirement foroperating companies and funds to post XBRL data on their websites is eliminated on September17, 2018.

**Effective April 27, 2020, Form 10-K is amended by adding a field to the cover page toinclude a check box indicating whether the registrant has included an ICFR auditor attestation inthe filing as part of amendments to the accelerated filer and large accelerated filer definitions. SeeSEC Release No. 34-88365; March 12, 2020.

60 Form 10-K

financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))by the registered public accounting firm that prepared or issued its audit report. &

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). & Yes & No

State the aggregate market value of the voting and non-voting common equity heldby non-affiliates computed by reference to the price at which the common equity waslast sold, or the average bid and asked price of such common equity, as of the lastbusiness day of the registrant’s most recently completed second fiscal quarter.

Note. If a determination as to whether a particular person or entity is anaffiliate cannot be made without involving unreasonable effort and expense, theaggregate market value of the common stock held by non-affiliates may be cal-culated on the basis of assumptions reasonable under the circumstances, providedthat the assumptions are set forth in this form.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCYPROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reportsrequired to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934subsequent to the distribution of securities under a plan confirmed by a court.

& Yes & No

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes ofcommon stock, as of the latest practicable date.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Partof the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated:(1) Any annual report to security holders; (2) Any proxy or information statement; and(3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Actof 1933. The listed documents should be clearly described for identification purposes(e.g., annual report to security holders for fiscal year ended December 24, 1980).

ANNUAL REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE



A. Rule as to Use of Form 10-K.

(1) This Form shall be used for annual reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) (the ‘‘Act’’) for which noother form is prescribed. This Form also shall be used for transition reports filedpursuant to Section 13 or 15(d) of the Act.

(2) Annual reports on this Form shall be filed within the following period:

(a) 60 days after the end of the fiscal year covered by the report (75 days for fiscalyears ending before December 15, 2006) for large accelerated filers (as defined in 17CFR 240.12b-2):

Form 10-K 61

(b) 75 days after the end of the fiscal year covered by the report for accelerated filers(as defined in 17 CFR 240.12b-2); and

(c) 90 days after the end of the fiscal year covered by the report for all otherregistrants.

(3) Transition reports on this Form shall be filed in accordance with the requirementsset forth in Rule 13a-10 (17 CFR 240.13a-10) or Rule 15d-10 (17 CFR 240.15d-10)applicable when the registrant changes its fiscal year end.

(4) Notwithstanding paragraphs (2) and (3) of this General Instruction A., allschedules required by Article 12 of Regulation S-X (17 CFR 210.12-01–210.12-29)may, at the option of the registrant, be filed as an amendment to the report not later than30 days after the applicable due date of the report.


(1) The General Rules and Regulations under the Act (17 CFR 240) contain certaingeneral requirements which are applicable to reports on any form. These generalrequirements should be carefully read and observed in the preparation and filing ofreports on this Form.

(2) Particular attention is directed to Regulation 12B which contains general re-quirements regarding matters such as the kind and size of paper to be used, the legibilityof the report, the information to be given whenever the title of securities is required to bestated, and the filing of the report. The definitions contained in Rule 12b-2 should beespecially noted. See also Regulations 13A and 15D.


(1) This form is not to be used as a blank form to be filled in, but only as a guide inthe preparation of the report on paper meeting the requirements of Rule 12b-12. Exceptas provided in General Instruction G, the answers to the items shall be prepared in themanner specified in Rule 12b-13.

(2) Except where information is required to be given for the fiscal year or as of aspecified date, it shall be given as of the latest practicable date.

(3) Attention is directed to Rule 12b-20, which states: ‘‘In addition to the informationexpressly required to be included in a statement or report, there shall be added suchfurther material information, if any, as may be necessary tomake the required statements,in the light of the circumstances under which they are made, not misleading.’’

D. Signature and Filing of Report.

(1) Three complete copies of the report, including financial statements, financialstatement schedules, exhibits, and all other papers and documents filed as a partthereof, and five additional copies which need not include exhibits, shall be filed withthe Commission. At least one complete copy of the report, including financial state-ments, financial statement schedules, exhibits, and all other papers and documents filedas a part thereof, shall be filed with each exchange on which any class of securities ofthe registrant is registered. At least one complete copy of the report filed with theCommission and one such copy filed with each exchange shall be manually signed.Copies not manually signed shall bear typed or printed signatures.

(2) (a) The report must be signed by the registrant, and on behalf of the registrant byits principal executive officer or officers, its principal financial officer or officers, itscontroller or principal accounting officer, and by at least the majority of the board of

62 Form 10-K

directors or persons performing similar functions. Where the registrant is a limitedpartnership, the report must be signed by the majority of the board of directors of anycorporate general partner who signs the report.

(b) The name of each person who signs the report shall be typed or printed beneathhis signature. Any person who occupies more than one of the specified positions shallindicate each capacity in which he signs the report. Attention is directed to Rule 12b-11(17 CFR 240.12b-11) concerning manual signatures and signatures pursuant to powersof attorney.

(3) Registrants are requested to indicate in a transmittal letter with the Form 10-Kwhether the financial statements in the report reflect a change from the preceding yearin any accounting principles or practices, or in the method of applying any suchprinciples or practices.

E. Disclosure With Respect to Foreign Subsidiaries.

Information required by any item or other requirement of this form with respect toany foreign subsidiary may be omitted to the extent that the required disclosure wouldbe detrimental to the registrant. However, financial statements and financial statementschedules, otherwise required, shall not be omitted pursuant to this Instruction. Whereinformation is omitted pursuant to this Instruction, a statement shall be made that suchinformation has been omitted and the names of the subsidiaries involved shall beseparately furnished to the Commission. The Commission may, in its discretion, callfor justification that the required disclosure would be detrimental.

F. Information as to Employee Stock Purchase, Savings and Similar Plans.

Attention is directed to Rule 15d-21 which provides that separate annual and otherreports need not be filed pursuant to Section 15(d) of the Act with respect to anyemployee stock purchase, savings or similar plan if the issuer of the stock or othersecurities offered to employees pursuant to the plan furnishes to the Commission theinformation and documents specified in the Rule.

G. Information to Be Incorporated By Reference.

(1) Attention is directed to Rule 12b-23 which provides for the incorporation byreference of information contained in certain documents in answer or partial answer toany item of a report.

(2) The information called for by Parts I and II of this form (Items 1 through 9Aor any portion there of) may, at the registrant’s option, be incorporated by referencefrom the registrant’s annual report to security holders furnished to the Commissionpursuant to Rule 14a-3(b), or Rule 14c-3(a), or from the registrant’s annual report tosecurity holders, even if not furnished to the Commission pursuant to Rule 14a-3(b)or Rule 14c-3(a), provided such annual report contains the information required byRule 14a-3.

Note 1. In order to fulfill the requirements of Part I of Form 10-K, the incor-porated portion of the annual report to security holders must contain the informationrequired by Items 1-3 of Form 10-K, to the extent applicable.

Note 2. If any information required by Part I or Part II is incorporated byreference into an electronic format document from the annual report to securityholders as provided in General Instruction G, any portion of the annual report tosecurity holders incorporated by reference shall be filed as an exhibit in electronicformat, as required by Item 601(b)(13) of Regulation S-K.

Form 10-K 63

*(3) The information required by Part III (Items 10, 11, 12, 13 and 14) may beincorporated by reference from the registrant’s definitive proxy statement (filed or tobe filed pursuant to Regulation 14A) or definitive information statement (filed or tobe filed pursuant to Regulation 14C) which involves the election of directors, if suchdefinitive proxy statement or information statement is filed with the Commission notlater than 120 days after the end of the fiscal year covered by the Form 10-K.However, if such definitive proxy statement or information statement is not filedwith the Commission in the 120-day period or is not required to be filed with theCommission by virtue of Rule 3a12-3(b) under the Exchange Act, the items com-prising the Part III information must be filed as part of the Form 10-K, or as anamendment to the Form 10-K, not later than the end of the 120-day period. It should benoted that the information regarding executive officers required by Item 401 of Regu-lation S-K (§ 229.401 of this chapter) may be included in Part I of Form 10-K under anappropriate caption. See the Instruction to Item 401 of Regulation S-K (§ 229.401 of thischapter).

**(4) No item numbers of captions of items need be contained in the materialincorporated by reference into the report. When the registrant combines all of theinformation in Parts I and II of this form (Items 1 through 9A) by incorporation byreference from the registrant’s annual report to security holders and all of the in-

*Effective May 2, 2019, Form 10-K is amended by revising the last sentence of GeneralInstruction G.(3) as part of amendments to modernize and simplify disclosure requirements forpublic companies, investment advisers, and investment companies. See SEC Release Nos. 33-10618; 34-85381; IA-5206; IC-33426; March 20, 2019. Compliance Date: There is a phasedcompliance date for the requirements to tag data on the cover page of Form 10-K in Inline XBRL,depending on type of filer: (i) Large accelerated filers that prepare their financial statements inaccordance with U.S. GAAPwill be required to comply with the cover page tagging requirements inreports for fiscal periods ending on or after June 15, 2019; (ii) Accelerated filers that prepare theirfinancial statements in accordance with U.S. GAAP will be required to comply in reports for fiscalperiods ending on or after June 15, 2020; and (iii) All other filers that are subject to the cover pagetagging requirements, including foreign private issuers that prepare their financial statements inaccordancewith IFRS, will be required to comply in reports for fiscal periods ending on or after June15, 2021. These cover page tagging requirements only apply to electronic filers that file the specifiedforms and who are required to submit Interactive Data Files in Inline XBRL format under Regu-lation S-T (i.e., the requirements do not apply to non-operating companies such as any investmentcompanies registered under the Investment Company Act, business development companies, asdefined in Section 2(a)(48) of that Act, entities that report under the Exchange Act and prepare theirfinancial statements in accordance with Article 6 of Regulation S-X, or asset-backed issuers).

**Effective May 2, 2019, Form 10-K is amended by removing the second sentence of GeneralInstruction G.(4) as part of amendments to modernize and simplify disclosure requirements forpublic companies, investment advisers, and investment companies. See SEC Release Nos. 33-10618; 34-85381; IA-5206; IC-33426; March 20, 2019. Compliance Date: There is a phasedcompliance date for the requirements to tag data on the cover page of Form 10-K in Inline XBRL,depending on type of filer: (i) Large accelerated filers that prepare their financial statements inaccordance with U.S. GAAP will be required to comply with the cover page tagging requirements inreports for fiscal periods ending on or after June 15, 2019; (ii) Accelerated filers that prepare theirfinancial statements in accordance with U.S. GAAP will be required to comply in reports for fiscalperiods ending on or after June 15, 2020; and (iii) All other filers that are subject to the cover pagetagging requirements, including foreign private issuers that prepare their financial statements inaccordance with IFRS, will be required to comply in reports for fiscal periods ending on or after June15, 2021. These cover page tagging requirements only apply to electronic filers that file the specifiedforms andwho are required to submit InteractiveData Files in InlineXBRL format under RegulationS-T (i.e., the requirements do not apply to non-operating companies such as any investment com-panies registered under the Investment Company Act, business development companies, as definedin Section 2(a)(48) of that Act, entities that report under the Exchange Act and prepare their financialstatements in accordance with Article 6 of Regulation S-X, or asset-backed issuers).

64 Form 10-K

formation in Part III of this Form (Items 10 through 14) by incorporating by referencefrom a definitive proxy statement or information statement involving the election ofdirectors, then, notwithstanding General Instruction C(1), this Form shall consist ofthe facing or cover page, those sections incorporated from the annual report to se-curity holders, the proxy or information statement, and the information, if any, re-quired by Part IV of this Form, signatures, and a cross-reference sheet setting forththe item numbers and captions in Parts I, II and III of this Form and the page and/orpages in the referenced materials where the corresponding information appears.

H. Integrated Reports to Security Holders.

Annual reports to security holders may be combined with the required informationof Form 10-K and will be suitable for filing with the Commission if the followingconditions are satisfied:

(1) The combined report contains full and complete answers to all items required byForm 10-K. When responses to a certain item of required disclosure are separatedwithin the combined report, an appropriate cross-reference should be made. If theinformation required by Part III of Form 10-K is omitted by virtue of General In-struction G, a definitive proxy or information statement shall be filed.

(2) The cover page and the required signatures are included. As appropriate, a cross-reference sheet should be filed indicating the location of information required by theitems of the Form.

(3) If an electronic filer files any portion of an annual report to security holders incombination with the required information of Form 10-K, as provided in this in-struction, only such portions filed in satisfaction of the Form 10-K requirements shallbe filed in electronic format.

I. Omission of Information By Certain Wholly-Owned Subsidiaries.

If, on the date of the filing of its report on Form 10-K, the registrant meets theconditions specified in paragraph (1) below, then such registrant may furnish theabbreviated narrative disclosure specified in paragraph (2) below.

(1) Conditions for availability of the relief specified in paragraph (2) below.

(a) All of the registrant’s equity securities are owned, either directly or indirectly, bya single person which is a reporting company under the Act and which has filed all thematerial required to be filed pursuant to section 13, 14, or 15(d) thereof, as applicable,and which is named in conjunction with the registrant’s description of its business;

(b) During the preceding thirty-six calendar months and any subsequent period ofdays, there has not been any material default in the payment of principal, interest, asinking or purchase fund installment, or any other material default not cured within thirtydays, with respect to any indebtedness of the registrant or its subsidiaries, and there hasnot been any material default in the payment of rentals under material long-term leases;

(c) There is prominently set forth, on the cover page of the Form 10-K, a statementthat the registrant meets the conditions set forth in General Instruction (I)(1)(a) and (b)of Form 10-K and is therefore filing this Form with the reduced disclosure format; and

(d) The registrant is not an asset-backed issuer, as defined in Item 1101 of Regu-lation AB (17 CFR 229.1101).

(2) Registrants meeting the conditions specified in paragraph (1) above are entitledto the following relief:

Form 10-K 65

(a) Such registrants may omit the information called for by Item 6, Selected Fi-nancial Data, and Item 7, Management’s Discussion and Analysis of Financial Con-dition and Results of Operations provided that the registrant includes in the Form 10-Ka management’s narrative analysis of the results of operations explaining the reasonsfor material changes in the amount of revenue and expense items between the mostrecent fiscal year presented and the fiscal year immediately preceding it. Explanationsof material changes should include, but not be limited to, changes in the variouselements which determine revenue and expense levels such as unit sales volume, pricescharged and paid, production levels, production cost variances, labor costs and dis-cretionary spending programs. In addition, the analysis should include an explanationof the effect of any changes in accounting principles and practices or method ofapplication that have a material effect on net income as reported.

(b) Such registrants may omit the list of subsidiaries exhibit required by Item 601 ofRegulation S-K (§ 229.601 of this chapter).

(c) Such registrants may omit the information called for by the followingotherwise required items: Item 10, Directors and Executive Officers of the Registrant;Item 11, Management Remuneration; Item 12, Security Ownership of Certain Bene-ficial Owners and Management; and Item 13, Certain Relationships and RelatedTransactions.

(d) In response to Item 1, Business, such registrant only need furnish a brief de-scription of the business done by the registrant and its subsidiaries during the mostrecent fiscal year which will, in the opinion of management, indicate the general natureand scope of the business of the registrant and its subsidiaries, and in response to Item 2,Properties, such registrant only need furnish a brief description of the material propertiesof the registrant and its subsidiaries to the extent, in the opinion of the management,necessary to an understanding of the business done by the registrant and its subsidiaries.

J. Use of this Form By Asset-Backed Issuers.

The following applies to registrants that are asset-backed issuers. Terms used in thisGeneral Instruction J. have the same meaning as in Item 1101 of Regulation AB (17CFR 229.1101).

(1) Items that May Be Omitted. Such registrants may omit the information calledfor by the following otherwise required Items:

(a) Item 1, Business;

(b) Item 1A. Risk Factors;

(c) Item 2, Properties;

(d) Item 3, Legal Proceedings;

(e) [Reserved];

(f) Item 5, Market for Registrant’s Common Equity, Related Stockholder Mattersand Issuer Purchases of Equity Securities;

(g) Item 6, Selected Financial Data;

(h) Item 7, Management’s Discussion and Analysis of Financial Condition andResults of Operations;

(i) Item 7A, Quantitative and Qualitative Disclosures About Market Risk;

(j) Item 8, Financial Statements and Supplementary Data;

66 Form 10-K

(k) Item 9, Changes in and Disagreements With Accountants on Accounting andFinancial Disclosure;

(l ) Item 9A, Controls and Procedures;

(m) If the issuing entity does not have any executive officers or directors, Item 10,Directors and Executive Officers of the Registrant, Item 11, Executive Compensation,Item 12, Security Ownership of Certain Beneficial Owners and Management, and Item13, Certain Relationships and Related Transactions; and

(n) Item 14, Principal Accountant Fees and Services.

(2) Substitute Information to Be Included. In addition to the Items that areotherwise required by this Form, the registrant must furnish in the Form 10-K thefollowing information:

(a) Immediately after the name of the issuing entity on the cover page of the Form10-K, as separate line items, the exact name of the depositor as specified in its charterand the exact name of the sponsor as specified in its charter. Include a Central IndexKey number for the depositor and the issuing entity, and if available, the sponsor.

(b) Item 1112(b) of Regulation AB;

(c) Items 1114(b)(2) and 1115(b) of Regulation AB;

(d) Item 1117 of Regulation AB;

(e) Item 1119 of Regulation AB;

(f) Item 1122 of Regulation AB; and

(g) Item 1123 of Regulation AB.

(3) Signatures.

The Form 10-K must be signed either:

(a) On behalf of the depositor by the senior officer in charge of securitization of thedepositor; or

(b) On behalf of the issuing entity by the senior officer in charge of the servicingfunction of the servicer. If multiple servicers are involved in servicing the pool assets,the senior officer in charge of the servicing function of the master servicer (or entityperforming the equivalent function) must sign if a representative of the servicer is tosign the report on behalf of the issuing entity.

PART I

[See General Instruction G(2)]

Item 1. Business.

Furnish the information required by Item 101 of Regulation S-K (§ 229.101 of thischapter) except that the discussion of the development of the registrant’s business needonly include developments since the beginning of the fiscal year for which this report isfiled.

Form 10-K 67


*Set forth, under the caption "Risk Factors," where appropriate, the risk factorsdescribed in Item 105 of Regulation S-K (§ 229.105 of this chapter) applicable to theregistrant. Provide any discussion of risk factors in plain English in accordance withRule 421(d) of the Securities Act of 1933 (§ 230.421(d) of this chapter). Smallerreporting companies are not required to provide the information required by this item.

Item 1B. Unresolved Staff Comments.

If the registrant is an accelerated filer or a large accelerated filer, as defined in Rule12b-2 of the Exchange Act (§ 240.12b-2 of this chapter), or is a well-known seasonedissuer as defined in Rule 405 of the Securities Act (§ 230.405 of this chapter) and hasreceived written comments from the Commission staff regarding its periodic or currentreports under the Act not less than 180 days before the end of its fiscal year to which theannual report relates, and such comments remain unresolved, disclose the substance ofany such unresolved comments that the registrant believes are material. Such disclosuremay provide other information including the position of the registrant with respect toany such comment.

Item 2. Properties.



(a) Furnish the information required by Item 103 of Regulation S-K (§ 229.103 ofthis chapter).

(b) As to any proceeding that was terminated during the fourth quarter of thefiscal year covered by this report, furnish information similar to that required byItem 103 of Regulation S-K (§ 229.103 of this chapter), including the date of termi-nation and a description of the disposition thereof with respect to the registrant and itssubsidiaries.

*Effective May 2, 2019, Form 10-K is amended by revising the first sentence in Item 1A aspart of amendments to modernize and simplify disclosure requirements for public companies,investment advisers, and investment companies. See SEC Release Nos. 33-10618; 34-85381; IA-5206; IC-33426; March 20, 2019. Compliance Date: There is a phased compliance date for therequirements to tag data on the cover page of Form 10-K in Inline XBRL, depending on type offiler: (i) Large accelerated filers that prepare their financial statements in accordance with U.S.GAAP will be required to comply with the cover page tagging requirements in reports for fiscalperiods ending on or after June 15, 2019; (ii) Accelerated filers that prepare their financialstatements in accordance with U.S. GAAP will be required to comply in reports for fiscal periodsending on or after June 15, 2020; and (iii) All other filers that are subject to the cover page taggingrequirements, including foreign private issuers that prepare their financial statements in accor-dance with IFRS, will be required to comply in reports for fiscal periods ending on or after June15, 2021. These cover page tagging requirements only apply to electronic filers that file thespecified forms and who are required to submit Interactive Data Files in Inline XBRL formatunder Regulation S-T (i.e., the requirements do not apply to non-operating companies such as anyinvestment companies registered under the Investment Company Act, business developmentcompanies, as defined in Section 2(a)(48) of that Act, entities that report under the Exchange Actand prepare their financial statements in accordance with Article 6 of Regulation S-X, or asset-backed issuers).

68 Form 10-K

Item 4. Mine Safety Disclosures.

If applicable, provide a statement that the information concerning mine safetyviolations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regu-lation S-K (17 CFR 229.104) is included in exhibit 95 to the annual report.

PART II


Item 5. Market For Registrant’s Common Equity, Related Stockholder Mattersand Issuer Purchases of Equity Securities.

(a) Furnish the information required by Item 201 of Regulation S-K (17 CFR229.201) and Item 701 of Regulation S-K (17 CFR 229.701) as to all equity securitiesof the registrant sold by the registrant during the period covered by the report thatwere not registered under the Securities Act. If the Item 701 information previouslyhas been included in a Quarterly Report on Form 10-Q (17 CFR 249.308a) or in aCurrent Report on Form 8-K (17 CFR 249.308), it need not be furnished.

(b) If required pursuant to Rule 463 (17 CFR 230.463) of the Securities Act of 1933,furnish the information required by Item 701(f) of Regulation S-K (§ 229.701(f) of thischapter).

(c) Furnish the information required by Item 703 of Regulation S-K (§ 229.703 ofthis chapter) for any repurchase made in a month within the fourth quarter of the fiscalyear covered by the report. Provide disclosures covering repurchases made on amonthly basis. For example, if the fourth quarter began on January 16 and ended onApril 15, the chart would show repurchases for the months from January 16 throughFebruary 15, February 16 through March 15, and March 16 through April 15.

Item 6. Selected Financial Data.


Item 7. Management’s Discussion and Analysis of Financial Condition andResults of Operations.


Item 7A. Quantitative and Qualitative Disclosures About Market Risk.


Item 8. Financial Statements and Supplementary Data.

*(a) Furnish financial statements meeting the requirements of Regulation S-X(§ 210 of this chapter), except § 210.3-05 and Article 11 thereof, and the supplementary

*Effective January 1, 2021, Form 10-K is amended by revising Item 8.(a) of Part II as part ofamendments to improve for investors the financial information about acquired or disposedbusinesses, facilitate more timely access to capital, and reduce the complexity and costs to preparethe disclosure. The amended version of Item 8.(a) follows the unamended version. See SEC

Form 10-K 69

financial information required by Item 302 of Regulation S-K (§ 229.302 of thischapter). Financial statements of the registrant and its subsidiaries consolidated (asrequired by Rule 14a-3(b)) shall be filed under this item. Other financial statements andschedules required under Regulation S-X may be filed as ‘‘Financial StatementSchedules’’ pursuant to Item 15, Exhibits, Financial Statement Schedules, and Reportson Form 8-K, of this Form.

*(a) File financial statements meeting the requirements of Regulation S-X (§ 210 ofthis chapter), except § 210.3-05, § 210.3-14, § 210.6-11, § 210.8-04, § 210.8-05,§ 210.8-06 and Article 11 thereof, and the supplementary financial information re-quired by Item 302 of Regulation S-K (§ 229.302 of this chapter). Financial statementsof the registrant and its subsidiaries consolidated (as required by Rule 14a-3(b)) mustbe filed under this item. Other financial statements and schedules required underRegulation S-X may be filed as ‘‘Financial Statement Schedules’’ pursuant to Item 15,Exhibits, Financial Statement Schedules, and Reports on Form 8-K, of this form.

(b) A smaller reporting company may provide the information required by Article 8of Regulation S-X in lieu of any financial statements required by Item 8 of this Form.

Item 9. Changes in and Disagreements With Accountants on Accounting andFinancial Disclosure.

Furnish the information required by Item 304(b) of Regulation S-K (§ 229.304(b) ofthis chapter).

Item 9A. Controls and Procedures.

Furnish the information required by Items 307 and 308 of Regulation S-K (17 CFR229.307 and 229.308).

Item 9A(T). Controls and Procedures. [Expired December 15, 2010.]

Item 9B. Other Information.

The registrant must disclose under this item any information required to bedisclosed in a report on Form 8-K during the fourth quarter of the year covered bythis Form 10-K, but not reported, whether or not otherwise required by this Form10-K. If disclosure of such information is made under this item, it need not berepeated in a report on Form 8-K which would otherwise be required to be filedwith respect to such information or in a subsequent report on Form 10-K.

Release Nos. 33-10786; 34-88914; IC-33872; May 20, 2020. Compliance Date: Registrants willnot be required to apply the final amendments until the beginning of the registrant’s fiscal yearbeginning after December 31, 2020 (the mandatory compliance date). Voluntary early compliancewith the final amendments is permitted in advance of the registrant’s mandatory compliance dateprovided that the final amendments are applied in their entirety from the date of early compliance.

*Effective January 1, 2021, Form 10-K is amended by revising Item 8.(a) of Part II as part ofamendments to improve for investors the financial information about acquired or disposedbusinesses, facilitate more timely access to capital, and reduce the complexity and costs to preparethe disclosure. The amended version of Item 8.(a) follows the unamended version. See SECRelease Nos. 33-10786; 34-88914; IC-33872; May 20, 2020. Compliance Date: Registrants willnot be required to apply the final amendments until the beginning of the registrant’s fiscal yearbeginning after December 31, 2020 (the mandatory compliance date). Voluntary early compliancewith the final amendments is permitted in advance of the registrant’s mandatory compliance dateprovided that the final amendments are applied in their entirety from the date of early compliance.

70 Form 10-K

Instruction.

With respect to a report on this Form regarding a class of asset-backed secu-rities, the relevant period where disclosure is required is the period since the lastrequired distribution report on Form 10-D (17 CFR 249.312).

PART III


Item 10. Directors, Executive Officers and Corporate Governance.*

Furnish the information required by Items 401, 405, 406, and 407(c)(3), (d)(4) and(d)(5) of Regulation S-K (§§ 229.401, 229.405, 229.406, and 229.407(c)(3), (d)(4) and(d)(5) of this chapter).

Item 11. Executive Compensation.

Furnish the information required by Item 402 of Regulation S-K (§ 229.402 of thischapter) and paragraphs (e)(4) and (e)(5) of Item 407 of Regulation S-K (§ 229.407(e)(4)and (e)(5) of this chapter).

Item 12. Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder Matters.

Furnish the information required by Item 201(d) of Regulation S-K (§ 229.201(d) ofthis chapter) and by Item 403 of Regulation S-K (§ 229.403 of this chapter).

Item 13. Certain Relationships and Related Transactions, and DirectorIndependence.

Furnish the information required by Item 404 of Regulation S-K (§ 229.404 of thischapter) and Item 407(a) of Regulation S-K (§ 229.407(a) of this chapter).

Item 14. Principal Accountant Fees and Services.

Furnish the information required by Item 9(e) of Schedule 14A (§ 240.14a-101 ofthis chapter).

*Effective May 2, 2019, Form 10-K is amended by removing the Instruction to Item 10 as partof amendments to modernize and simplify disclosure requirements for public companies, in-vestment advisers, and investment companies. See SEC Release Nos. 33-10618; 34-85381; IA-5206; IC-33426; March 20, 2019. Compliance Date: There is a phased compliance date for therequirements to tag data on the cover page of Form 10-K in Inline XBRL, depending on type offiler: (i) Large accelerated filers that prepare their financial statements in accordance with U.S.GAAP will be required to comply with the cover page tagging requirements in reports for fiscalperiods ending on or after June 15, 2019; (ii) Accelerated filers that prepare their financialstatements in accordance with U.S. GAAP will be required to comply in reports for fiscal periodsending on or after June 15, 2020; and (iii) All other filers that are subject to the cover page taggingrequirements, including foreign private issuers that prepare their financial statements in accor-dance with IFRS, will be required to comply in reports for fiscal periods ending on or after June 15,2021. These cover page tagging requirements only apply to electronic filers that file the specifiedforms and who are required to submit Interactive Data Files in Inline XBRL format under Regu-lation S-T (i.e., the requirements do not apply to non-operating companies such as any investmentcompanies registered under the Investment Company Act, business development companies, asdefined in Section 2(a)(48) of that Act, entities that report under the Exchange Act and preparetheir financial statements in accordance with Article 6 of Regulation S-X, or asset-backed issuers).

Form 10-K 71

(1) Disclose, under the caption Audit Fees, the aggregate fees billed for each of thelast two fiscal years for professional services rendered by the principal accountantfor the audit of the registrant’s annual financial statements and review offinancial statements included in the registrant’s Form 10-Q (17 CFR 249.308a) orservices that are normally provided by the accountant in connection with statutoryand regulatory filings or engagements for those fiscal years.

(2) Disclose, under the caption Audit-Related Fees, the aggregate fees billed in eachof the last two fiscal years for assurance and related services by the principalaccountant that are reasonably related to the performance of the audit or review of theregistrant’s financial statements and are not reported under Item 9(e)(1) of Schedule14A. Registrants shall describe the nature of the services comprising the fees disclosedunder this category.

(3) Disclose, under the caption Tax Fees, the aggregate fees billed in each of the lasttwo fiscal years for professional services rendered by the principal accountant for taxcompliance, tax advice, and tax planning. Registrants shall describe the nature of theservices comprising the fees disclosed under this category.

(4) Disclose, under the caption All Other Fees, the aggregate fees billed in each ofthe last two fiscal years for products and services provided by the principal accountant,other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A.Registrants shall describe the nature of the services comprising the fees disclosed underthis category.

(5)(i) Disclose the audit committee’s pre-approval policies and procedures de-scribed in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X.

(ii) Disclose the percentage of services described in each of Items 9(e)(2) through9(e)(4) of Schedule 14A that were approved by the audit committee pursuant to par-agraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(6) If greater than 50 percent, disclose the percentage of hours expended on theprincipal accountant’s engagement to audit the registrant’s financial statements forthe most recent fiscal year that were attributed to work performed by persons other thanthe principal accountant’s full-time, permanent employees.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a) List the following documents filed as a part of the report:

1. All financial statements.

2. Those financial statement schedules required to be filed by Item 8 of this form,and by paragraph (b) below.

3. Those exhibits required by Item 601 of Regulation S-K (§ 229.601 of thischapter) and by paragraph (b) below. Identify in the list each management contract orcompensatory plan or arrangement required to be filed as an exhibit to this formpursuant to Item 15(b) of this report.

(b) Registrants shall file, as exhibits to this form, the exhibits required by Item 601of Regulation S-K (§ 229.601 of this chapter).

(c) Registrants shall file, as financial statement schedules to this form, the financialstatements required by Regulation S-X (17 CFR 210) which are excluded fromthe annual report to shareholders by Rule 14a-3(b) including (1) separate financial

72 Form 10-K

statements of subsidiaries not consolidated and fifty percent or less owned persons; (2)separate financial statements of affiliates whose securities are pledged as collateral;and (3) schedules.

Item 16. Form 10-K Summary.

Registrants may, at their option, include a summary of information required by thisform, but only if each item in the summary is presented fairly and accurately andincludes a hyperlink to the material contained in this form to which such item relates,including to materials contained in any exhibits filed with the form.

Instruction: The summary shall refer only to Form 10-K disclosure that is in-cluded in the form at the time it is filed. A registrant need not update the summary toreflect information required by Part III of Form 10-K that the registrant incorporatesby reference from a proxy or information statement filed after the Form 10-K, butmust state in the summary that the summary does not include Part III informationbecause that information will be incorporated by reference from a later filed proxyor information statement involving the election of directors.

SIGNATURES

[See General Instruction D]

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Actof 1934, the registrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

(Registrant)

By(Signature and Title)1

Date

Pursuant to the requirements of the Securities Exchange Act of 1934, this report hasbeen signed below by the following persons on behalf of the registrant and in thecapacities and on the dates indicated.


Date


Date

1 Print the name and title of each signing officer under his signature.

Form 10-K 73

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITHREPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT

BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIESPURSUANT TO SECTION 12 OF THE ACT

*(a) Except to the extent that the materials enumerated in (1) and/or (2) below arespecifically incorporated into this Form by reference, every registrant which files anannual report on this Form pursuant to Section 15(d) of the Act must furnish to theCommission for its information, at the time of filing its report on this Form, four copiesof the following:

(1) Any annual report to security holders covering the registrant’s last fiscal year; and

(2) Every proxy statement, form of proxy or other proxy soliciting material sent tomore than 10 of the registrant’s security holders with respect to any annual or othermeeting of security holders.

(b) The foregoing material shall not be deemed to be ‘‘filed’’ with the Commissionor otherwise subject to the liabilities of Section 18 of the Act, except to the extent thatthe registrant specifically incorporates it in its annual report on this Form by reference.

(c) If no such annual report or proxy material has been sent to security holders, astatement to that effect shall be included under this caption. If such report or proxymaterial is to be furnished to security holders subsequent to the filing of the annualreport of this Form, the registrant shall so state under this caption and shall furnishcopies of such material to the Commission when it is sent to security holders.

*Effective May 2, 2019, Form 10-K is amended by revising the introductory text of paragraph(a) under ‘‘Supplemental Information to be Furnished With Reports Filed Pursuant to Section15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 ofthe Act’’ as part of amendments to modernize and simplify disclosure requirements for publiccompanies, investment advisers, and investment companies. See SEC Release Nos. 33-10618; 34-85381; IA-5206; IC-33426; March 20, 2019. Compliance Date: There is a phased compliance datefor the requirements to tag data on the cover page of Form 10-K in Inline XBRL, depending ontype of filer: (i) Large accelerated filers that prepare their financial statements in accordance withU.S. GAAP will be required to comply with the cover page tagging requirements in reports forfiscal periods ending on or after June 15, 2019; (ii) Accelerated filers that prepare their financialstatements in accordance with U.S. GAAP will be required to comply in reports for fiscal periodsending on or after June 15, 2020; and (iii) All other filers that are subject to the cover page taggingrequirements, including foreign private issuers that prepare their financial statements in accor-dance with IFRS, will be required to comply in reports for fiscal periods ending on or after June15, 2021. These cover page tagging requirements only apply to electronic filers that file thespecified forms and who are required to submit Interactive Data Files in Inline XBRL formatunder Regulation S-T (i.e., the requirements do not apply to non-operating companies such as anyinvestment companies registered under the Investment Company Act, business developmentcompanies, as defined in Section 2(a)(48) of that Act, entities that report under the Exchange Actand prepare their financial statements in accordance with Article 6 of Regulation S-X, or asset-backed issuers).

74 Form 10-K

FORM 10-KSB

[Editor’s Note: As part of the SEC’s smaller reporting companyregulatory relief and simplification rules, Form 10-KSB was removedeffective March 15, 2009. See SEC Release Nos. 33-8876; 34-56994;39-2451; December 19, 2007.]

75



FORM 10-Q*

(Mark One)

& QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

OR

& TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

*Effective May 2, 2019, Form 10-Q is amended by adding a field to the cover page forsecurities registered pursuant to Section 12(b) of the Exchange Act, the title of each class of suchsecurities, trading symbol(s) and name of each exchange on which registered as part of amend-ments to modernize and simplify disclosure requirements for public companies, investment ad-visers, and investment companies. See SEC Release Nos. 33-10618; 34-85381; IA-5206; IC-33426; March 20, 2019. Compliance Date: There is a phased compliance date for the requirementsto tag data on the cover page of Form 10-Q in Inline XBRL, depending on type of filer: (i) Largeaccelerated filers that prepare their financial statements in accordance with U.S. GAAP will berequired to comply with the cover page tagging requirements in reports for fiscal periods endingon or after June 15, 2019; (ii) Accelerated filers that prepare their financial statements in ac-cordance with U.S. GAAP will be required to comply in reports for fiscal periods ending on orafter June 15, 2020; and (iii) All other filers that are subject to the cover page tagging require-ments, including foreign private issuers that prepare their financial statements in accordance withIFRS, will be required to comply in reports for fiscal periods ending on or after June 15, 2021.These cover page tagging requirements only apply to electronic filers that file the specified formsand who are required to submit Interactive Data Files in Inline XBRL format under RegulationS-T (i.e., the requirements do not apply to non-operating companies such as any investmentcompanies registered under the Investment Company Act, business development companies, asdefined in Section 2(a)(48) of that Act, entities that report under the Exchange Act and preparetheir financial statements in accordance with Article 6 of Regulation S-X, or asset-backed issuers).

Effective September 17, 2018, Form 10-Q is amended by revising the undesignated paragraphon the cover page that begins ‘‘Indicate by check mark whether the registrant has submittedelectronically’’ as part of amendments to the SEC’s eXtensible Business Reporting Language(XBRL) requirements for operating companies and funds. See SEC Release Nos. 33-10514; 34-83551; IC-33139; June 28, 2018. Compliance Dates: (1) Inline XBRL for operating companies: (a)Large accelerated filers that use U.S. GAAP will be required to comply beginning with fiscalperiods ending on or after June 15, 2019; (b) Accelerated filers that use U.S. GAAP will be requiredto comply beginning with fiscal periods ending on or after June 15, 2020; (c) All other filers will berequired to comply beginning with fiscal periods ending on or after June 15, 2021; (d) Filers will berequired to comply beginning with their first Form 10-Q filed for a fiscal period ending on or afterthe applicable compliance date. (2) Inline XBRL for funds: (a) Large fund groups (net assets of $1billion or more as of the end of their most recent fiscal year) will be required to comply on or afterSeptember 17, 2020; (b) All other funds will be required to comply on or after September 17, 2021.The amendments also eliminate the 15 business day filing period for risk/return summary XBRLdata, so that the data will be more timely available to the public. (3) The requirement for operatingcompanies and funds to post XBRL data on their websites is eliminated on September 17, 2018.

77



(Exact Name of Registrant as Specified in Its Charter)

(State or Other Jurisdiction ofIncorporation or Organization)



(Registrant’s Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year,if Changed Since Last Report)



Indicate by check mark whether the registrant: (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.

& Yes & No

**Indicate by check mark whether the registrant has submitted electronically andposted on its corporate Web site, if any, every Interactive Data File required to be

*Effective May 2, 2019, Form 10-Q is amended by adding a field to the cover page forsecurities registered pursuant to Section 12(b) of the Exchange Act, the title of each class of suchsecurities, trading symbol(s) and name of each exchange on which registered as part of amend-ments to modernize and simplify disclosure requirements for public companies, investment ad-visers, and investment companies. See SEC Release Nos. 33-10618; 34-85381; IA-5206; IC-33426; March 20, 2019.Compliance Date: There is a phased compliance date for the requirementsto tag data on the cover page of Form 10-Q in Inline XBRL, depending on type of filer: (i) Largeaccelerated filers that prepare their financial statements in accordance with U.S. GAAP will berequired to comply with the cover page tagging requirements in reports for fiscal periods endingon or after June 15, 2019; (ii) Accelerated filers that prepare their financial statements in ac-cordance with U.S. GAAP will be required to comply in reports for fiscal periods ending on orafter June 15, 2020; and (iii) All other filers that are subject to the cover page tagging require-ments, including foreign private issuers that prepare their financial statements in accordance withIFRS, will be required to comply in reports for fiscal periods ending on or after June 15, 2021.These cover page tagging requirements only apply to electronic filers that file the specified formsand who are required to submit Interactive Data Files in Inline XBRL format under RegulationS-T (i.e., the requirements do not apply to non-operating companies such as any investmentcompanies registered under the Investment Company Act, business development companies, asdefined in Section 2(a)(48) of that Act, entities that report under the Exchange Act and preparetheir financial statements in accordance with Article 6 of Regulation S-X, or asset-backed issuers).

**Effective September 17, 2018, Form 10-Q is amended by revising the undesignated para-graph on the cover page that begins ‘‘Indicate by check mark whether the registrant has submittedelectronically’’ as part of amendments to the SEC’s eXtensible Business Reporting Language

78 Form 10-Q

submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of thischapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit and post such files). & Yes & No

*Indicate by check mark whether the registrant has submitted electronically everyInteractive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit such files). & Yes & No



Accelerated filer &




(XBRL) requirements for operating companies and funds. The amended version of the undesig-nated paragraph follows the unamended version. See SEC Release Nos. 33-10514; 34-83551; IC-33139; June 28, 2018. Compliance Dates: (1) Inline XBRL for operating companies: (a) Largeaccelerated filers that use U.S. GAAP will be required to comply beginning with fiscal periodsending on or after June 15, 2019; (b) Accelerated filers that use U.S. GAAP will be required tocomply beginning with fiscal periods ending on or after June 15, 2020; (c) All other filers will berequired to comply beginning with fiscal periods ending on or after June 15, 2021; (d) Filers will berequired to comply beginning with their first Form 10-Q filed for a fiscal period ending on or afterthe applicable compliance date. (2) Inline XBRL for funds: (a) Large fund groups (net assets of $1billion or more as of the end of their most recent fiscal year) will be required to comply on or afterSeptember 17, 2020; (b) All other funds will be required to comply on or after September 17, 2021.The amendments also eliminate the 15 business day filing period for risk/return summary XBRLdata, so that the data will be more timely available to the public. (3) The requirement for operatingcompanies and funds to post XBRL data on their websites is eliminated on September 17, 2018.

*Effective September 17, 2018, Form 10-Q is amended by revising the undesignated paragraphon the cover page that begins ‘‘Indicate by check mark whether the registrant has submittedelectronically’’ as part of amendments to the SEC’s eXtensible Business Reporting Language(XBRL) requirements for operating companies and funds. The amended version of the undesig-nated paragraph follows the unamended version. See SEC Release Nos. 33-10514; 34-83551; IC-33139; June 28, 2018. Compliance Dates: (1) Inline XBRL for operating companies: (a) Largeaccelerated filers that use U.S. GAAP will be required to comply beginning with fiscal periodsending on or after June 15, 2019; (b) Accelerated filers that use U.S. GAAP will be required tocomply beginning with fiscal periods ending on or after June 15, 2020; (c) All other filers will berequired to comply beginning with fiscal periods ending on or after June 15, 2021; (d) Filers will berequired to comply beginning with their first Form 10-Q filed for a fiscal period ending on or afterthe applicable compliance date. (2) Inline XBRL for funds: (a) Large fund groups (net assets of $1billion or more as of the end of their most recent fiscal year) will be required to comply on or afterSeptember 17, 2020; (b) All other funds will be required to comply on or after September 17, 2021.The amendments also eliminate the 15 business day filing period for risk/return summary XBRLdata, so that the data will be more timely available to the public. (3) The requirement for operatingcompanies and funds to post XBRL data on their websites is eliminated on September 17, 2018.

Form 10-Q 79


Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act). & Yes & No

APPLICABLE ONLY TO ISSUERS INVOLVED INBANKRUPTCY PROCEEDINGS DURING THE

PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reportsrequired to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934subsequent to the distribution of securities under a plan confirmed by a court.

& Yes & No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of commonstock, as of the latest practicable date.


A. Rule as to Use of Form 10-Q.

1. Form 10-Q shall be used for quarterly reports under Section 13 or 15(d) ofthe Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)), filed pursuant to Rule13a-13 (17 CFR 240.13a-13) or Rule 15d-13 (17 CFR 240.15d-13). A quarterly reporton this form pursuant to Rule 13a-13 or Rule 15d-13 shall be filed within the followingperiod after the end of each of the first three fiscal quarters of each fiscal year, but noreport need be filed for the fourth quarter of any fiscal year:

a. 40 days after the end of the fiscal quarter for large accelerated filers and accel-erated filers (as defined in 17 CFR 240.12b-2); and

b. 45 days after the end of the fiscal quarter for all other registrants.


1. The General Rules and Regulations under the Act contain certain general re-quirements which are applicable to reports on any form. These general requirementsshould be carefully read and observed in the preparation and filing of reports on thisform.

2. Particular attention is directed to Regulation 12B which contains general re-quirements regarding matters such as the kind and size of paper to be used, the legibilityof the report, the information to be given whenever the title of securities is required to bestated, and the filing of the report. The definitions contained in Rule 12b-2 (17 CFR240.12b-2) should be especially noted. See also Regulations 13A and 15D.


1. This is not a blank form to be filled in. It is a guide copy to be used in preparingthe report in accordance with Rules 12b-11 (17 CFR 240.12b-11) and 12b-12 (17 CFR240.12b-12). The Commission does not furnish blank copies of this form to be filled infor filing.

80 Form 10-Q

2. These general instructions are not to be filed with the report. The instructions tothe various captions of the form are also to be omitted from the report as filed.

D. Incorporation By Reference.

1. If the registrant makes available to its stockholders or otherwise publishes, withinthe period prescribed for filing the report, a document or statement containing infor-mation meeting some or all of the requirements of Part I of this form, the informationcalled for may be incorporated by reference from such published document or state-ment, in answer or partial answer to any item or items of Part I of this form, providedcopies thereof are filed as an exhibit to Part I of the report on this form.

2. Other information may be incorporated by reference in answer or partial answerto any item or items of Part II of this form in accordance with the provisions of Rule12b-23 (17 CFR 240.12b-23).

3. If any information required by Part I or Part II is incorporated by reference into anelectronic format document from the quarterly report to security holders as provided inGeneral Instruction D, any portion of the quarterly report to security holders incor-porated by reference shall be filed as an exhibit in electronic format, as required byItem 601(b)(13) of Regulation S-K.

E. Integrated Reports to Security Holders.

Quarterly reports to security holders may be combined with the required informa-tion of Form 10-Q and will be suitable for filing with the Commission if the followingconditions are satisfied:

1. The combined report contains full and complete answers to all items required byPart I of this form. When responses to a certain item of required disclosure are sepa-rated within the combined report, an appropriate cross-reference should be made.

2. If not included in the combined report, the cover page, appropriate responses toPart II, and the required signatures shall be included in the Form 10-Q. Additionally, asappropriate, a cross-reference sheet should be filed indicating the location of in-formation required by the items of the form.

3. If an electronic filer files any portion of a quarterly report to security holders incombination with the required information of Form 10-Q, as provided in this in-struction, only such portions filed in satisfaction of the Form 10-Q requirements shallbe filed in electronic format.

F. Filed Status of Information Presented.

1. Pursuant to Rule 13a-13(d) and Rule 15d-13(d), the information presented insatisfaction of the requirements of Items 1, 2 and 3 of Part I of this form, whetherincluded directly in a report on this form, incorporated therein by reference from areport, document or statement filed as an exhibit to Part I of this form pursuant toInstruction D(1) above, included in an integrated report pursuant to Instruction Eabove, or contained in a statement regarding computation of per share earnings or aletter regarding a change in accounting principles filed as an exhibit to Part I pursuantto Item 601 of Regulation S-K (§ 229.601 of this chapter), except as provided byInstruction F(2) below, shall not be deemed filed for the purpose of Section 18 of theAct or otherwise subject to the liabilities of that section of the Act but shall be subject tothe other provisions of the Act.

2. Information presented in satisfaction of the requirements of this form other thanthose of Items 1, 2 and 3 of Part I shall be deemed filed for the purpose of Section 18 ofthe Act; except that, where information presented in response to Items 1 or 2 of Part I (or

Form 10-Q 81

an exhibit thereto) is also used to satisfy Part II requirements through incorporation byreference, only that portion of Part I (or exhibit thereto) consisting of the informationrequired by Part II shall be deemed so filed.

G. Signature and Filing of Report.

If the report is filed in paper pursuant to a hardship exemption from electronic filing(see Item 201 et seq. of Regulation S-T (17 CFR 232.201 et seq.)), three complete copiesof the report, including any financial statements, exhibits or other papers or documentsfiled as a part thereof, and five additional copies which need not include exhibits must befiled with the Commission. At least one complete copy of the report, including anyfinancial statements, exhibits or other papers or documents filed as a part thereof, must befiled with each exchange on which any class of securities of the registrant is registered. Atleast one complete copy of the report filed with the Commission and one such copy filedwith each exchange must be manually signed on the registrant’s behalf by a duly au-thorized officer of the registrant and by the principal financial or chief accounting officerof the registrant. (See Rule 12b-11(d) (17 CFR 240.12b-11(d)).) Copies not manuallysigned must bear typed or printed signatures. In the case where the principal executiveofficer, principal financial officer or chief accounting officer is also duly authorized tosign on behalf of the registrant, one signature is acceptable provided that the registrantclearly indicates the dual responsibilities of the signatory.

H. Omission of Information By Certain Wholly-Owned Subsidiaries.

If, on the date of the filing of its report on Form 10-Q, the registrant meets theconditions specified in paragraph (1) below, then such registrant may omit the infor-mation called for in the items specified in paragraph (2) below.

(1) Conditions for availability of the relief specified in paragraph (2) below:

(a) All of the registrant’s equity securities are owned, either directly or indirectly, bya single person which is a reporting company under the Act and which has filed all ofthe material required to be filed pursuant to Section 13, 14 or 15(d) thereof, as ap-plicable;

(b) During the preceding thirty-six calendar months and any subsequent period ofdays, there has not been any material default in the payment of principal, interest, asinking or purchase fund installment, or any other material default not cured withinthirty days, with respect to any indebtedness of the registrant or its subsidiaries, andthere has not been any material default in the payment of rentals under material long-term leases; and

(c) There is prominently set forth, on the cover page of the Form 10-Q, a statementthat the registrant meets the conditions set forth in General Instruction H(1)(a) and (b)of Form 10-Q and is therefore filing this form with the reduced disclosure format.

(2) Registrants meeting the conditions specified in paragraph (1) above are entitledto the following relief:

(a) Such registrants may omit the information called for by Item 2 of Part I,Management’s Discussion and Analysis of Financial Condition and Results ofOperations, provided that the registrant includes in the Form 10-Q a management’snarrative analysis of the results of operations explaining the reasons for materialchanges in the amount of revenue and expense items between the most recent fiscalyear-to-date period presented and the corresponding year-to-date period in the pre-ceding fiscal year. Explanations of material changes should include, but not be limitedto, changes in the various elements which determine revenue and expense levels suchas unit sales volume, prices charged and paid, production levels, production costvariances, labor costs and discretionary spending programs. In addition, the analysis

82 Form 10-Q

should include an explanation of the effect of any changes in accounting principles andpractices or method of application that have a material effect on net income as reported.

(b) Such registrants may omit the information called for in the following Part IIitems: Item 2, Changes in Securities; and Item 3, Defaults Upon Senior Securities.

(c) Such registrants may omit the information called for by Item 3 of Part I,Quantitative and Qualitative Disclosures About Market Risk.

PART IFINANCIAL INFORMATION

Item 1. Financial Statements.

Provide the information required by Rule 10-01 of Regulation S-X (17 CFR 210). Asmaller reporting company, defined in Rule 12b-2 (§ 240.12b-2 of this chapter) mayprovide the information required by Article 8-03 of Regulation S-X (§ 210.8-03 of thischapter).

Item 2. Management’s Discussion and Analysis of Financial Condition andResults of Operations.


Item 3. Quantitative and Qualitative Disclosures About Market Risk.


Item 4. Controls and Procedures.

Furnish the information required by Items 307 of Regulation S-K (17 CFR 229.307)and 308(c) of Regulation S-K (17 CFR 229.308(c)).

Item 4T. Controls and Procedures. [Expired December 15, 2010.]

PART IIOTHER INFORMATION

Instruction. The report shall contain the item numbers and captions of allapplicable items of Part II, but the text of such items may be omitted providedthe responses clearly indicate the coverage of the item. Any item which is inap-plicable or to which the answer is negative may be omitted and no reference theretoneed be made in the report. If substantially the same information has been previouslyreported by the registrant, an additional report of the information on this form neednot be made. The term ‘‘previously reported’’ is defined in Rule 12b-2 (17 CFR240.12b-2). A separate response need not be presented in Part II where informationcalled for is already disclosed in the financial information provided in Part I and isincorporated by reference into Part II of the report by means of a statement to thateffect in Part II which specifically identifies the incorporated information.


Furnish the information required by Item 103 of Regulation S-K (§ 229.103 of thischapter). As to such proceedings which have been terminated during the period coveredby the report, provide similar information, including the date of termination and adescription of the disposition thereof with respect to the registrant and its subsidiaries.

Form 10-Q 83

Instruction. A legal proceeding need only be reported in the 10-Q filed for thequarter in which it first became a reportable event and in subsequent quarters inwhich there have been material developments. Subsequent Form 10-Q filings in thesame fiscal year in which a legal proceeding or a material development is reportedshould reference any previous reports in that year.


Set forth any material changes from risk factors as previously disclosed in the reg-istrant’s Form 10-K (§ 249.310) in response to Item 1A. to Part 1 of Form 10-K. Smallerreporting companies are not required to provide the information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) Furnish the information required by Item 701 of Regulation S-K (17 CFR229.701) as to all equity securities of the registrant sold by the registrant during theperiod covered by the report that were not registered under the Securities Act. If theItem 701 information previously has been included in a Current Report on Form 8-K(17 CFR 249.308), however, it need not be furnished.

(b) If required pursuant to Rule 463 (17 CFR 230.463) of the Securities Act of 1933,furnish the information required by Item 701(f) of Regulation S-K (§ 229.701(f) of thischapter).

(c) Furnish the information required by Item 703 of Regulation S-K (§ 229.703 ofthis chapter) for any repurchase made in the quarter covered by the report. Providedisclosures covering repurchases made on a monthly basis. For example, if the quarterbegan on January 16 and ended on April 15, the chart would show repurchases for themonths from January 16 through February 15, February 16 through March 15, andMarch 16 through April 15.

Instruction. Working capital restrictions and other limitations upon the pay-ment of dividends are to be reported hereunder.

Item 3. Defaults Upon Senior Securities.

(a) If there has been anymaterial default in the payment of principal, interest, a sinkingor purchase fund installment, or any other material default not cured within 30 days, withrespect to any indebtedness of the registrant or any of its significant subsidiaries ex-ceeding 5 percent of the total assets of the registrant and its consolidated subsidiaries,identify the indebtedness and state the nature of the default. In the case of such a default inthe payment of principal, interest, or a sinking or purchase fund installment, state theamount of the default and the total arrearage on the date of filing this report.

Instruction. This paragraph refers only to events which have become defaultsunder the governing instruments, i.e., after the expiration of any period of graceand compliance with any notice requirements.

(b) If any material arrearage in the payment of dividends has occurred or if there hasbeen any other material delinquency not cured within 30 days, with respect to any classof preferred stock of the registrant which is registered or which ranks prior to any classof registered securities, or with respect to any class of preferred stock of any significantsubsidiary of the registrant, give the title of the class and state the nature of thearrearage or delinquency. In the case of an arrearage in the payment of dividends, statethe amount and the total arrearage on the date of filing this report.

84 Form 10-Q

Instructions to Item 3.

1. Item 3 need not be answered as to any default or arrearage with respect to anyclass of securities all of which is held by or for the account of the registrant or itstotally held subsidiaries.

2. The information required by Item 3 need not be made if previously disclosedon a report on Form 8-K (17 CFR 249.308).

Item 4. Mine Safety Disclosures.

If applicable, provide a statement that the information concerning mine safetyviolations or other regulatory matters required by Section 1503(a) of the Dodd-FrankWall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17CFR 229.104) is included in exhibit 95 to the quarterly report.

Item 5. Other Information.

(a) The registrant must disclose under this item any information required to bedisclosed in a report on Form 8-K during the period covered by this Form 10-Q, but notreported, whether or not otherwise required by this Form 10-Q. If disclosure of suchinformation is made under this item, it need not be repeated in a report on Form 8-Kwhich would otherwise be required to be filed with respect to such information or in asubsequent report on Form 10-Q.

(b) Furnish the information required by Item 407(c)(3) of Regulation S-K(§ 229.407 of this chapter).

Item 6. Exhibits.

Furnish the exhibits required by Item 601 of Regulation S-K (§ 229.601 of thischapter).

SIGNATURES1

Pursuant to the requirements of the Securities Exchange Act of 1934, the registranthas duly caused this report to be signed on its behalf by the undersigned thereunto dulyauthorized.

(Registrant)

Date By(Signature)2

Date By(Signature)2

1 See General Instruction E.2 Print name and title of the signing officer under his signature.

Form 10-Q 85

FORM 10-QSB

GENERAL FORM FOR QUARTERLY REPORTS OF SMALL BUSINESSISSUERS UNDER SECTION 13 OR 15(d)

[Editor’s Note: As part of the SEC’s smaller reporting companyregulatory relief and simplification rules, Form 10-QSB was removedeffective October 31, 2008. See SEC Release Nos. 33-8876; 34-56994;39-2451; December 19, 2007.]

87



FORM 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGSAND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE


(Mark One):

& Annual report pursuant to Section 15(d) of the Securities Exchange Act of1934

For the fiscal year ended

OR

& Transition report pursuant to Section 15(d) of the Securities Exchange Act of1934



A. Full title of the plan and the address of the plan, if different from that of the issuernamed below:

B. Name of issuer of the securities held pursuant to the plan and the address of itsprincipal executive office:


A. Rule as to Use of Form 11-K.

This form shall be used for annual reports pursuant to Section 15(d) of theSecurities Exchange Act of 1934 (‘‘Exchange Act’’) with respect to employee stockpurchase, savings and similar plans, interests in which constitute securities registeredunder the Securities Act of 1933. This form also shall be used for transition reports filedpursuant to Section 15(d) of the Act. Such a report is required to be filed even thoughthe issuer of the securities offered to employees pursuant to the plan also files annualreports pursuant to Section 13(a) or 15(d) of the Exchange Act. However, attention isdirected to Rule 15d-21 (§ 240.15d-21), which provides that in certain cases theinformation required by this form may be furnished with respect to the plan as a part ofthe annual report of such issuer. Reports on this form shall be filed within 90 days afterthe end of the fiscal year of the plan, provided that plans subject to the EmployeeRetirement Income Security Act of 1974 (‘‘ERISA’’) shall file the plan financialstatements within 180 days after the plan’s fiscal year end.


(a) The General Rules and Regulations under the Exchange Act contain require-ments applicable to reports on any form. These general requirements should be care-fully read and observed in the preparation and filing of reports on this form.

89

(b) Particular attention is directed to Regulation 12B, which contains general re-quirements regarding matters such as the kind and size of paper to be used, thelegibility of the report, and the filing of the report. The definitions contained in Rule12b-2 should be especially noted. See also Regulation 15D.

(c) Four complete copies of each report on this form, including exhibits and allpapers and documents filed as a part thereof, shall be filed with the Commission. Atleast one of the copies filed shall be manually signed. Copies not manually signed shallbear typed or printed signatures.


This form is not to be used as a blank form to be filled in, but only as a guide in thepreparation of the report on paper meeting the requirements of Rule 12b-12. The reportmay omit the text of Form 11-K specifying the information required provided theanswers thereto are prepared in the manner specified in Rule 12b-13.

D. Incorporation of Information in Report to Employees.

Any financial statements contained in any plan annual report to employees coveringthe latest fiscal year of the plan may be incorporated by reference from such documentin response to part or all of the requirements of this form, provided such financialstatements substantially meet the requirements of this form and provided that suchdocument is filed as an exhibit to this report on Form 11-K.

E. Electronic Filers.

Reports on this Form may be filed either in paper or in electronic format, at thefiler’s option. See Rule 101(b)(3) of Regulation S-T (§ 232.101(b)(3) of this chapter).

REQUIRED INFORMATION

The following financial statements shall be furnished for the plan:

1. An audited statement of financial condition as of the end of the latest two fiscalyears of the plan (or such lesser period as the plan has been in existence).

2. An audited statement of comprehensive income (either in a single continuousfinancial statement or in two separate but consecutive financial statements; or astatement of net income if there was no other comprehensive income) and changes inplan equity for each of the latest three fiscal years of the plan (or such lesser period asthe plan has been in existence).

3. The statements required by Items 1 and 2 shall be prepared in accordance with theapplicable provisions of Article 6A of Regulation S-X.

4. In lieu of the requirements of Items 1–3 above, plans subject to ERISA may fileplan financial statements and schedules prepared in accordance with the financialreporting requirements of ERISA. To the extent required by ERISA, the plan financialstatements shall be examined by an independent accountant, except that the ‘‘limitedscope exemption’’ contained in Section 103(a)(3)(C) of ERISA shall not be available.

Note. A written consent of the accountant is required with respect to the planannual financial statements which have been incorporated by reference in a reg-istration statement on Form S-8 under the Securities Act of 1933. The consentshould be filed as an exhibit to this annual report. Such consent shall be currentlydated and manually signed.

90 Form 11-K

SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,the trustees (or other persons who administer the employee benefit plan) have dulycaused this annual report to be signed on its behalf by the undersigned hereunto dulyauthorized.

(Name of Plan)

Date By(Signature)1

1Print name and title of the signing official under the signature.

Form 11-K 91

SEC FILE NUMBER

CUSIP NUMBER



FORM 12b-25

NOTIFICATION OF LATE FILING

Commission File Number

(Check One): & Form 10-K & Form 20-F & Form 11-K & Form 10-Q& Form 10-D & Form N-CEN & Form N-CSR

For Period Ended:

& Transition Report on Form 10-K

& Transition Report on Form 20-F

& Transition Report on Form 11-K

& Transition Report on Form 10-Q

For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form.Please Print or Type.

Nothing in this form shall be construed to imply that the Commission hasverified any information contained herein.

If the notification relates to a portion of the filing checked above, identify theItem(s) to which the notification relates:

PART IREGISTRANT INFORMATION

Full Name of Registrant

Former Name if Applicable

Address of Principal Executive Office (Street and Number)

City, State and Zip Code

93

PART IIRULE 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and theregistrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.(Check box if appropriate.)

(a) The reasons described in reasonable detail in Part III of this form could not beeliminated without unreasonable effort or expense;

(b) The subject annual report, semi-annual report, transition report on Form 10-K,Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will befiled on or before the fifteenth calendar day following the prescribed due date; or thesubject quarterly report or transition report on Form 10-Q or subject distribution reporton Form 10-D, or portion thereof, will be filed on or before the fifth calendar dayfollowing the prescribed due date; and

(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has beenattached if applicable.

PART IIINARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN,N-CSR, or the transition report or portion thereof, could not be filed within the pre-scribed time period.

(Attach extra Sheets if Needed)

PART IVOTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

(Name) (Area Code) (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of theSecurities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940during the preceding 12 months or for such shorter period that the registrant wasrequired to file such report(s) been filed? If the answer is no, identify report(s).

& Yes & No

(3) Is it anticipated that any significant change in results of operations from thecorresponding period for the last fiscal year will be reflected by the earnings statementsto be included in the subject report or portion thereof?

& Yes & No

If so: attach an explanation of the anticipated change, both narratively and quan-titatively, and, if appropriate, state the reasons why a reasonable estimate of the resultscannot be made.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto dulyauthorized.

Date By

94 Form 12b-25

Instruction. The form may be signed by an executive officer of the registrantor by any other duly authorized representative. The name and title of the personsigning the form shall be typed or printed beneath the signature. If the statement issigned on behalf of the registrant by an authorized representative (other than anexecutive officer), evidence of the representative’s authority to sign on behalf ofthe registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal CriminalViolations (see 18 U.S.C. 1001).


1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rulesand Regulations under the Securities Exchange Act of 1934.

2. One signed original and four conformed copies of this form and amendmentsthereto must be completed and filed with the Securities and Exchange Commission,Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules andRegulations under the Act. The information contained in or filed with the form will bemade a matter of the public record in the Commission files.

3. A manually signed copy of the form and amendments thereto shall be filed witheach national securities exchange on which any class of securities of the registrant isregistered.

4. Amendments to the notifications must also be filed on Form 12b-25 but need notrestate information that has been correctly furnished. The form shall be clearly iden-tified as an amended notification.

5. Electronic Filers. This form shall not be used by electronic filers unable totimely file a report solely due to electronic difficulties. Filers unable to submit a reportwithin the time period prescribed due to difficulties in electronic filing should complywith either Rule 201 or Rule 202 of Regulation S-T (§ 232.201 or § 232.202 of thischapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of RegulationS-T (§ 232.13(b) of this chapter).

6. Interactive Data Submissions. This form shall not be used by electronic filerswith respect to the submission or posting of an Interactive Data File (§ 232.11 of thischapter). Electronic filers unable to submit or post an Interactive Data File within thetime period prescribed should comply with either Rule 201 or 202 of Regulation S-T(§ 232.201 and § 232.202 of this chapter).

Form 12b-25 95

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