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Corporate Disclosure Statement Form. This is a California form and can be use in Corporations Secretary Of State.
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Tags: Corporate Disclosure Statement, SI-PT, California Secretary Of State, Corporations
Secretary of State Business P rograms Division 1500 11th Street P.O. Box 944230 Sacramento, CA 94244 - 2300 Statement of Information (916) 657 - 5448 SI-PT INFO (REV 05/2019) Corporate Disclosure Statement General Information Due Date: Every registered domestic and foreign publicly traded corporation must file with the Secretary of State a Corporate Disclosure Statement (Form SI-PT) annually, within 150 days after the end of its fiscal year. Publicly Traded Corporation: A publicly traded corporation is a California or foreign corporation that is an issuer of securities that has at least one class of securities listed or admitted for trading on a national securities exchange, on the OTC (Over the Counter) Bulletin Board, or on the electronic service operated by OTC Markets Group Inc. (formerly known as Pink OTC Markets Inc.). (California Corporations Code sections 162, 171, 1502.1, and 2117.1; 15 U.S.C. Sec. 78c(a)(8) ). Definitions: The following definitions apply to the Corporate Disclosure Statement: independence stated in the Code of Federal Regulations, title 17, section 210.2-01 . includes all plan and nonplan compensation awarded to, earned by, or paid to the person for all services rendered in all capacities to the corporation and to its subsidiaries, as the compensation is specified by Item 402 of Regulation S-K of the Securities and Exchange Commission (Code of Federal Regulations, title 17, section 229.402 ). charge of a principal business unit, division, or function, any other officer of the corporation who performs a policymaking function, or any other person who performs similar policymaking functions for the corporation. surance premiums and an advance of litigation expenses as permitted according to the applicable laws of the state or place of incorporation. For California corporations, see California Corporations Code sections 315(d), 315(e) and 317 , respectively. Fee: There is no fee for filing the Corporate Disclosure Statement. Where to file: For easier completion, the Corporate Disclosure Statement is available on the Secretary of State's website at bizfile.sos.ca.gov and can be viewed, filled in and printed from your computer. Please type or legibly print in black or blue ink. The completed form can be mailed to Secretary of State, Statement of Information Unit, P.O. Box 944230, Sacramento, CA 94244-2300 or delivered in person (drop off) to the Sacramento office, 1500 11th Street, Sacramento, CA 95814. Additional Filing Requirements: In addition to the Corporate Disclosure Statement, all publicly traded corporations also must file, during their applicable filing period, required Statements of Information (https://businessfilings.sos.ca.gov/ ) as provided by California Corporations Code section 1502 or 2117 . American LegalNet, Inc. www.FormsWorkFlow.com Instructions for Completing Form SI-PT Every domestic stock and foreign publicly traded corporation must file a Corporate Disclosure Statement (Form SI-PT) annually, within 150 days after the end of its fiscal year. Legal Authority: Statutory filing provisions are found in California Corporations Code sections 1502.1 and 2117.1, unless otherwise indicated. Fees: There is no fee for filing the Corporate Disclosure Statement. Copies: To get a copy of the filed statement, include a separate request and payment for copy fees when the statement is submitted. Copy fees are $1.00 for the first page and $.50 for each additional page. For certified copies, there is an additional $5.00 certification fee, per copy. Complete Corporate Disclosure Statement (Form SI-PT) as follows: Item 1. Enter the name of the corporation exactly as it is of record with the California Secretary of State. Item 2. Enter the name of the independent auditor that prepared the most recent auditostatements. Item 3. Enter a description of other services, if any, performed for the corporation during its two most recent fiscal years and the period between the end of its most recent fiscal year and the date of the statement by the independent auditor named in Item 2, by its parent corporation, or by a subsidiary or corporate affiliate of the independent auditor or its parent corporation. If more space is needed, enter the additional information in Item D of the Attachment (Form SI-PTA). Item 4. Enter the name of the independent auditor employed by the corporation on the date of this statement, if different from the individual named in Item 2. Item 5 California Corporation Code sections 301.3 and 215.5 require every publicly corporation that lists a California principalexecutive address on its Security Exchange Commission (SEC) Form 10-K filing to have at least one female, (defined as anindividual who self-identifies her gender as a woman, without regard to the individuals designated sex at birth),on its Board of Directors by December 31,2019 and by December 31, 2021, to have at least two female directors if the corporation has 5 directors or to have at least 3 female directors if the corporation has 6 or more directors. For more information see Chapter 954, Statutes of 2018 (SB 826 Jackson) Item 5a. Check YES to indicate the last SEC 10-K filed with the U.S. Securities and Exchange Commission listed a California principal executive address. If YES, proceed to Item #5b. Item 5b. Check YES or NO to indicate whether or not the corporation has at least 1 female director on its Board of Directors. Item 6. Enter the name of each director and the compensation (in U.S. dollars) paid to each director for the most recent fiscal year, including the number of any shares issued, options for shares granted, and similar equity-based compensation granted to each director. Check YES or NO to indicate whether or not an order for relief has been entered in a bankruptcy case during the 10 years preceding the date of this statement with respect to each director. Check YES or NO to indicate whether or not each director has been convicted of fraud during the 10 years preceding the date of this statement, if the conviction has not been overturned or expunged. If the corporation has additional directors, complete Item B of the Attachment (Form SI-PTA). Item 7a. Enter the names of the five most highly compensated executive officers of the corporation, excluding any executive officer who is also a member of the board of directors. Enter the compensation (in U.S. dollars) paid to each executive officer for the most recent fiscal year, including the number of any shares issued, options for shares granted, and similar equity-based compensation granted to each executive officer Check YES or NO to indicate whether or not an order for relief has been entered in a bankruptcy case during the 10 years preceding the date of this statement with respect to each executive officer. Check YES or NO to indicate whether or not each executive officer has been convicted of fraud during the 10 years preceding the date of this statement, if the conviction has not been overturned or expunged. Item 7b. Complete Item 7b if the information regarding the chief executive officer is not included in Item 7a. Item 7c. Enter the names and check any of the applicable boxes for additional executive officers who have had an order for relief entered in a bankruptcy case or who have been convicted of fraud during the 10 years preceding the date of this statement, if the conviction has not been overturned or expunged. If more space is needed, enter the additional information in Item D of the Attachment (Form SI-PTA). Item 8. Enter a description of each loan made to a direinterest rate lower than the interest rate available from unaffiliated commercial lenders generally to a similarly situated borrower. Include the name of the director receiving the loan, the amount of the loan (in U.S. dollars) and the terms of the loan. If more space is needed for the description of the loan, enter the additional information in Item D of the Attachment (Form SI-PTA). If no such loans were made, the field should be left blank. If the corporation has made additional loans to directors, complete Item C of the Attachment (Form SI-PTA). American LegalNet, Inc. www.FormsWorkFlow.com Item 9.