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Notification Form - Non-Cash Dividend-Distribution Form. This is a Official Federal Forms form and can be use in General Forms NASDAQ.
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The NASDAQ Stock Market®
Notification:
Non-Cash Dividend/Distribution
Pursuant to Listing Rule 5250(e)(6) and SEC Rule 10b-17, the issuer of any class of securities
listed on The NASDAQ Stock Market must notify NASDAQ® no later than ten calendar days prior
to the record date of a non-cash distribution (for example, a stock split, stock dividend, spin-off
or rights offering). The issuer must also provide public disclosure of the dividend action using a
Regulation FD compliant method. Notice to NASDAQ should be given as soon as possible after
declaration, but in any event, no later than simultaneously with the public disclosure.
Please note that prior notification of the public disclosure must also be provided to NASDAQ
MarketWatch through the Electronic Disclosure submission system.
NASDAQ will use the information in this Notification to determine an ex-dividend date for the
distribution, which is the date on which the security will start trading without the right to
receive the dividend or distribution. The information provided in this Notification is
subject to immediate public disclosure in connection with NASDAQ’s announcement
of the ex-dividend date.
Cash dividends or other distributions of cash must be reported to NASDAQ on the Notification:
Cash Dividend/Distribution. Change in par value must be reported on the Notification: Change
in Company Record.
Please provide one form for each class of security. Complete Part I and only the applicable
sections of Part II.
PART I: General Information
COMPANY NAME
SYMBOL
TRANSFER AGENT
EMAIL
PHONE
SECURITY CLASS AND DESCRIPTION
CUSIP/CINS NUMBER
NASDAQ will provide an email confirmation of the ex-dividend date ruling with respect to this
Notification. Please indicate who the primary and secondary contact should be for
correspondence on dividend related matters.
PRIMARY CONTACT NAME
EMAIL
PHONE
SECONDARY CONTACT NAME
EMAIL
PHONE
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PART II: Transaction Information
Please provide the requested information on the type of plan/issuance in the appropriate
section below.
A.
Rights Offering
1.
Record Date:
2.
Expiration Date:
3.
Maximum number of underlying shares to be issued upon exercise of the rights:
______________ ____________________________________
4.
Is this a dilution protection/shareholder rights plan (“poison pill”)?
5.
Distribution Date:
SEC Effective Date:
Transferable?
How many rights are being distributed on a per share basis?
Yes
_
No
___
Yes
No
_______________
6.
What does each right entitle the holder to purchase and at what subscription price?
_____________ ____________________________________
_
____________ ________________________________
__
____________ ________________________________
__
____________ ________________________________
__
B.
Stock Dividend/Forward Stock Split
1.
Declaration Date:
2.
Stock Ratio/Split Per Share
3.
Is the distribution a “Qualified Dividend” as defined under the provisions of The Jobs
and Growth Tax Relief Reconciliation Act of 2003:
Yes
No
Not Known
4.
Pre-split total shares outstanding (excluding treasury stock):
___
5.
Post-split total shares outstanding (maximum):
___
6.
Does split result in a change of par value?
Yes
No
If yes, please complete the Notification: Change in Company Record.
7.
Method of settling fractional shares:
_______________________________________________
______________________________________________
___
8.
Record Date:
Distribution Date:
_
_
___
_
___
__
_
Explanation of any conditions, which must be met for the transaction to become
effective:
__________________________________________________
____________________________________________
____________________________________________
____________________________________________
_ _
__
__
__
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C.
Spin-off
1.
Declaration Date:
2.
What is the name of the entity being distributed (“spin-co”)?
______________ ____________________________________
Record Date:
Distribution Date:
_
__
3.
How many shares of the “spin-co” will be issued for each share of the parent company
held?
______________________________________________
__
4.
Is the “spin-co” anticipated to be publicly traded and/or listed? If yes, please indicate
which listing or trading venue?
______________________________________
5.
What is the expected effective date of the registration statement for the “spin-co”?
_____________________________________
__________
6.
What is the expected value of the “spin-co” on a per share basis?
______________ ____________________________________
__
Authorized Signature
NAME
TITLE
SIGNATURE
DATE
Please email this Notification to dividends@nasdaqomx.com. You may also fax this
Notification to Corporate Data Operations at+1 866 601 9862 (toll free) or +1 203
926 3375.
Questions about this Notification may be directed to NASDAQ Corporate Data
Operations at dividends@nasdaqomx.com or +1 877 308 0523 (toll free) or +1 203
926 3501.
Note: Issuers are also required to notify NASDAQ of certain other corporate actions. For a
complete list of these notifications, please refer to Regulatory Requirements.
©September 2011, The NASDAQ OMX Group, Inc. All rights reserved. The NASDAQ Stock Market and
NASDAQ are registered trademarks of The NASDAQ OMX Group, Inc.
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