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									                                                                                        SEC 6010

                                  REGULATION S-K

.1 General
.2 Regulation S-K disclosures common to SEC filings and annual shareholder reports


Since its initial adoption, Regulation S-K (reprinted at SEC 6900) has evolved to become a
complete compendium of non-financial statement disclosure requirements applicable to
Securities Act and Exchange Act filings.

In general, Regulation S-K is not self-executed: inclusion of the information specified in S-K is
required only to the extent that a form or schedule governing a document specifically directs
inclusion of the information prescribed by an item of S-K. There are two exceptions to this general
rule. The SEC policies in the General section of S-K with respect to projections and securities
ratings are applicable to all disclosure documents, without direct reference in the schedule or
form to the specific provision of S-K setting forth such policies, and whether or not the schedule
or form incorporates any item of S-K. Likewise, the Industry Guides (reprinted at SEC 6940) listed
in S-K are applicable to the disclosure documents indicated in the list, whether or not the
applicable form or schedule refers to S-K or to the Industry Guide.

In the early 1980s, SEC implemented the "Integrated Disclosure" process. The first step in this
process principally consisted of the adoption of the "Basic Information Package", i.e., those
financial statements and related nonfinancial statement disclosures common to 1933 and 1934
Act filings and reports. Nonfinancial statement disclosures dealing with Selected Financial Data,
Management's Discussion and Analysis (MDA) and Supplementary Financial Information (S-K
Items 301, 303 and 302) became a part of the package and S-K Items 301 and 303 were
concurrently adopted in their present form. FRR 36 issued in 1989 provides additional interpretive
guidance as to the preparation of MDA (SEC 4930.501). In 1996, based on recommendations of
the Task Force on Disclosure Simplification, the SEC amended various disclosure provisions of
Regulation S-K. In 1997 the SEC adopted Item 305 of Regulation S-K which requires disclosure
of certain quantitative and qualitative information about market risk exposures. In 1998, the SEC
adopted Plain English disclosure rules which revised S-K Items 101, 501, 502, 503 and 508. In
1999, the SEC adopted Item 306 of Regulation S-K which requires the inclusion of an audit
committee report in all proxy and information statements relating to votes of shareholders. In
1999, the SEC also adopted a new subpart of Regulation S-K, the 1000 series ("Regulation M-
A"), which contains the disclosure requirements for issuer and third-party tender offers, tender
offer recommendation statements and going-private transactions.

When it was initially adopted in 1977, Regulation S-K was intended to be a repository of standard
issuer-related disclosure requirements that would be used in multiple forms to be filed under both
the Securities Act and the Exchange Act. The Regulation evolved into a centralized source of all
content requirements for periodic reports and registration statements. Thus S-K serves as the
central tool of integration through its application of standardized issuer-related disclosure
provisions to both Securities Act and Exchange Act documents.

S-K disclosures are organized into three broad categories:
(1) Registrant-oriented, (2) Transaction-oriented and (3) General or Technically-oriented. These
broad categories can be further divided into eleven categories:

                   S-K                           Description
                   Item #
                   S-K 101                       Description of business

                   S-K 102                       Description of property

                   S-K 103                       Legal proceedings

                   S-K 801                       Securities Act industry
                   S-K 802                       Exchange Act industry
                   S-K 301                       Selected financial data

                   S-K 302                       Supplementary financial
                   S-K 303                       Management's discussion
                                                 and analysis of financial
                                                 condition and results of
                   S-K 304                       Changes in and
                                                 disagreements with
                                                 accountants on accounting
                                                 and financial disclosure
                   S-K 305                       Quantitative and qualitative
                                                 disclosures about market
                   S-K 306                       Audit committee report

                              Management and
                              Certain Security
                   S-K 401                       Directors, executive
                                                 officers, promoters and
                                                 control persons
                   S-K 402                       Executive compensation
S-K 403                    Security ownership of
                           certain beneficial owners
                           and management
S-K 404                    Certain relationships and
                           related transactions
S-K 405                    Compliance with Section
                           16(a) of the Exchange Act
           Securities of
S-K 201                    Market price of and
                           dividends on the registrant's
                           common equity and related
                           stockholder matters
           Securities of
S-K 202                    Description of registrant's
          Statement and
S-K 501                    Forepart of registration
                           statement and outside front
                           page of prospectus
S-K 502                    Inside front and outside
                           back cover pages of
S-K 503                    Prospectus summary, risk
                           factors and ratio of earnings
                           to fixed charges
S-K 504                    Use of proceeds

S-K 505                    Determination of offering
S-K 506                    Dilution

S-K 507                    Selling security holders

S-K 508                    Plan of distribution

S-K 509                    Interests of named experts
                           and counsel
S-K 510                    Disclosure of Commission
                           position on indemnification
                           for Securities Act liabilities
S-K 511                    Other expenses of issuance
                           and distribution
S-K 512                   Undertakings

S-K 901                   Definitions

S-K 902                   Individual partnership
S-K 903                   Summary

S-K 904                   Risk factors and other
S-K 905                   Comparative information

S-K 906                   Allocation of roll-up
S-K 907                   Background of the roll-up
S-K 908                   Reasons for and
                          alternatives to the roll-up
S-K 909                   Conflicts of interest

S-K 910                   Fairness of the transaction

S-K 911                   Reports, opinions and
S-K 912                   Source and amount of
                          funds and transactional
S-K 913                   Other provisions of the
S-K 914                   Pro forma financial
                          statements; selected
                          financial data
S-K 915                   Federal income tax
             General      Non-disclosure oriented -
           Instructions   expresses the Commission
                          position on projections and
                          forward looking information
                          and the voluntary disclosure
                          of security ratings.

S-K 601                      Exhibits

S-K 701                      Recent sales of
                             unregistered securities; use
                             of proceeds from registered
S-K 702                      Indemnification of directors
                             and officers
            Mergers and
          (Regulation M-A)
S-K                          Definitions
S-K                          Summary term sheet
S-K                          Subject company
1002                         information
S-K                          Identity and background of
1003                         filing person
S-K                          Terms of the transaction
S-K                          Past contacts, transactions,
1005                         negotiations and
S-K                          Purpose of the transaction
1006                         and plans or proposals
S-K                          Source and amount of
1007                         funds or other consideration
S-K                          Interest in securities of the
1008                         subject company
S-K                          Persons/assets, retained,
1009                         employed, compensated or
S-K                          Financial statements
S-K                          Additional information
S-K                          The solicitation or
1012                         recommendation
S-K                          Purposes, alternatives,
1013                         reasons and effects in a
                             going-private transaction
S-K                          Fairness of the going-
1014                         private transaction
S-K                          Reports, opinions,
1015                         appraisals and negotiations
S-K                          Exhibits
The organization of S-K complements the 1933 Act registration Forms S-1, S-2 and S-3 which
recognize that registrants should include in the prospectus (other than by incorporation) differing
levels of information when registering securities because of variations in the periods of time they
have been subject to 1934 Act reporting and the extent to which their securities are "followed" in
the marketplace by analysts and others.

Under Integrated Disclosure, Regulation S-K also governs certain annual shareholder report
disclosures. One Integrated Disclosure objective is to facilitate the use of annual shareholder
reports in SEC filings. For example, the SEC encourages the incorporation by reference of all, or
any portion, of the disclosures required by Parts I and II of Form 10-K from the shareholder
report. Since Integrated Disclosure requires both the shareholder report and Form 10-K to contain
identical disclosures prescribed by Part II of Form 10-K, use of the incorporation by reference
technique would facilitate preparation of the Form 10-K.

Certain Regulation S-K disclosure items are discussed in SEC 6010.2 below in terms of their
applicability to annual shareholder reports. It must be understood that these S-K disclosures are
the same as those required in 1933 and 1934 Act filings. Refer to SEC 5300 for a discussion of
auditor involvement with nonfinancial statement disclosures.

Regulation S-K should be read in conjunction with Regulation S-T, which governs the preparation
and submission of documents in electronic format (see SEC 6960).

Regulation S-K is reprinted in full at SEC 6900.


Regulation 14A of the 1934 Act contains rules with respect to registrants which solicit proxies
(Rule 14a-3) or furnish information statements equivalent in disclosure content to proxy
statements (Rule 14c-3). These rules also apply to annual shareholder reports for specified
disclosures. (Rule 14a-3 is reprinted at SEC 7200; Rule 14c-3 is substantially equivalent.) Rules
14a-3 and 14c-3 require shareholder reports to include the disclosures required by the following
Regulation S-K items:

.21 S-K Item 201 - Market Price of and Dividends on the Registrant's Common Equity and
Related Stockholder Matters.

Item 201 requires disclosure of:

        1. The principal trading market or markets for a registrant's common stock and
        the quarterly market prices during the past two years and any subsequent interim
        period for which financial statements are included.

        2. The approximate number of common stockholders as of the most recent
        practicable date.

        3. The frequency and amount of any dividends declared during the past two
        years and any subsequent interim period for which financial statements are
        required to be presented.

        4. Any restriction on a registrant's present or future ability to pay dividends.
        5. For foreign registrants, any governmental restrictions on the export or import of
        capital, currency or dividend remittance restrictions, taxation of dividends to U.S.
        holders, and information as to ADR holdings and arrangements.

.22 S-K Item 301 - Selected Financial Data
This item requires in comparative columnar form a Five-Year Summary of Selected Financial
Data which will highlight significant trends in a registrant's financial condition and results of
operations. This information is required on a consolidated basis only.
The minimum disclosures under Item 301 are:

        1. Net sales or operating revenues

        2. Income (loss) from continuing operations

        3. Income (loss) per common share from continuing operations

        4. Total assets

        5. Long-term obligations, including long-term debt, capital leases and
        redeemable preferred stock as defined in S-X Rule 5-02.28.

        6. Cash dividends declared per common share

Any additional data necessary to highlight trends should be given. At its option, a registrant may
furnish any additional tabular data it considers significant.
.23 S-K Item 303 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
In 1980, the SEC adopted an entirely restructured Management's Discussion and Analysis as
part of Integrated Disclosure. See FRP Section 501 (SEC 4930.501) for discussion of SEC
interpretive views on MDA presentations including FRR 36 issued in 1989. Details are discussed
at SEC 6200. In summary, S-K Item 303 requires a registrant to:

        1. Discuss financial condition, changes in financial condition and results of
        operations for the most recent three fiscal years.

        2. Provide information with respect to liquidity, capital resources and results of
        operations by identifying capital needs, commitments, trends, uncertainties,
        material changes and effects of inflation.

        3. Discuss, on an optional basis, forward-looking information.

.231 Regulation S-K Item 303 - Effects of Inflation
In 1987 the SEC adopted final rules governing the disclosure of the effects of inflation and other
changes in prices. These rule amendments were made as a result of the FASB's issuance of FAS
89: "Financial Reporting and Changing Prices," which made voluntary the previous FAS 33
requirement that certain publicly traded companies disclose supplemental information of the
effects of inflation and other changes in prices. These rule amendments delete references to the
previous FASB requirements, while continuing to encourage registrants to voluntarily present
quantified supplemental disclosures on the effects of inflation and other price changes. However,
Regulation S-K continues to require registrants to discuss, where material, the impact of inflation
and changing prices on their financial statements in Management's Discussion and Analysis.
These rules provide management with considerable flexibility in developing disclosure that is
most appropriate for their particular circumstances.
.24 S-K Item 302 - Supplementary Financial Information
The disclosure requirements comprising S-K Item 302 are:

        1. Quarterly Financial Data - All registrants, except small business issuers and
        foreign private issuers, that have securities registered pursuant to sections 12(b)
        (other than mutual life insurance companies) or 12(g) of the Exchange Act must
        provide the selected quarterly financial data. See SEC 4300.1 for Firm policy
        regarding association with S-K Item 302, Supplementary Financial Information.

        2. Information about oil and gas producing activities specified in FAS 69
        (paragraphs 9-34), where such activities are "significant" as defined under
        paragraph 8 of that standard.

.241 Quarterly Financial Data Required by Regulation S-K Item 302(a)
All registrants, except small business issuers and foreign private issuers, that have securities
registered pursuant to sections 12(b) (other than mutual life insurance companies) or 12(g) of the
Exchange Act must provide the selected quarterly financial data required by Regulation S-K Item
302(a). Quarterly data is required only for the two latest fiscal years in shareholder reports and
Form 10-K. For 1933 Act filings, any subsequent quarterly periods must be presented.
The quarterly data disclosure includes net sales, gross profit (defined as net sales less costs and
expenses associated directly with or allocated to products sold or services rendered), income
(loss) before extraordinary items and cumulative effect of a change in accounting, per share data
based on such income (loss), and net income (loss) for each full quarter within the two most
recent fiscal years and any subsequent interim period for which income statements are
presented. As an administrative practice, the SEC also requires that net income per share be
When the data varies from amounts previously reported on Form 10-Q, a reconciliation to
amounts previously reported is required along with a description of the reason for the difference.
However, if a company filed a Form 10-Q/A amending a previously filed Form 10-Q, no
reconciliation is required if the company also published quarterly reports to shareholders and
previously made detailed disclosure to shareholders in such reports of the change reported on
Form 10-Q/A (see SAB Topic 6-G.1a, Question 7 at SEC 4940).
The registrant must describe the effect of any disposal of segments of a business and
extraordinary, unusual, or infrequently occurring items recognized in each quarter as well as the
aggregate effect of, and the nature of, year-end or other adjustments which are material to the
results of a quarter.
.2411 Auditor Involvement with Quarterly Financial Data
In December 1999 the SEC amended Rule 10-01(d) of Regulation S-X and Item 310(b) of
Regulation S-B to require that a company's interim financial statements be reviewed by an
independent public accountant prior to the Company's filing its Form 10-Q or 10-QSB with the
Regulation S-K Item 302 states, in effect, that if the primary financial statements to which the
quarterly information relates have been reported on by an accountant, appropriate professional
standards and procedures, as enumerated in the Statements of Auditing Standards issued by the
Auditing Standards Board of the American Institute of Certified Public Accountants, shall be
followed by the reporting accountant with regard to the quarterly data.
SAS 71/AU 722, "Interim Financial Information," and PwC Audit database 10.2, "Reviews of
interim financial information," set forth appropriate professional standards and procedures and
Firm policy to be followed for interim financial information disclosed in SEC and shareholder
reports. (See also SEC 5300.3 and SEC 2300.97.)
.25 Regulation S-K Item 304 - Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
Whenever the principal accountant (or an independent accountant engaged to audit a significant
subsidiary and on whom the principal accountant expressed reliance in its report) of an SEC
registrant has resigned (or indicated it has declined to stand for re-election) or was dismissed, the
registrant is required to disclose information required by S-K Item 304(a). Typically, the disclosure
required by S-K Item 304(a) is provided on Form 8-K (see SEC 3150.6 for a detailed discussion
of such disclosure requirements). The disclosure required by Item 304(a) need not be repeated in
subsequent filings, except that it must be provided (notwithstanding prior disclosure) if required
pursuant to Item 9 of Schedule 14A, "Independent Public Accountants," under the proxy rules.
Disclosure under S-K Item 304(b) may be required in either 1933 or 1934 Act filings. S-K Item
304(b) generally states that if during the fiscal year in which the change in accountants took place
or during the subsequent fiscal year, there have been transactions or events similar to those
which involved a disagreement or reportable event and such transactions or events were material
and were accounted for or disclosed in a manner different from that which the former accountant
would have concluded was required, the registrant shall state the existence and nature of the
disagreement or reportable event and also state the effect on the financial statements if reported
in the manner required by the former accountant. Disclosure is not required, however, if the
method asserted by the former accountant ceased to be generally accepted because of
subsequently issued authoritative standards or interpretations. It should be noted that compliance
with S-K Item 304 is required for initial public offerings on Form S-1.
.26 Regulation S-K Item 305 - Quantitative and Qualitative Disclosures About Market Risk
In 1997 the SEC adopted new rules that require disclosures of certain quantitative and qualitative
information about market risk exposures. The SEC staff also published a release that contains
frequently asked questions and answers about the new rules. See SEC 6200.53-54 and SEC

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