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Form 10-K Annual Report Pursuant To Sec 13 Or 15(d) Of The SEA Of 1934 (SEC1673) Form. This is a Official Federal Forms form and can be use in Securities And Exchange Commission.
Tags: Form 10-K Annual Report Pursuant To Sec 13 Or 15(d) Of The SEA Of 1934 (SEC1673), 10-K, Official Federal Forms Securities And Exchange Commission,
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K OMB APPROVAL OMB Number: 3235-0063 Expires: October 31, 2021 Estimated average burden hours per response ... . 2,395.73ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 GENERAL INSTRUCTIONS 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 the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) (the 223Act224) for which no other form is prescribed. This Form also shall be used for transition reports 336led pursuant to Section 13 or 15(d) of the Act. (2) Annual reports on this Form shall be 336led within the following period: (a) 60 days after the end of the 336scal year covered by the report (75 days for 336scal years ending before December 15, 2006) for large accelerated 336lers (as de336ned in 17 CFR 240.12b-2): (b) 75 days after the end of the 336scal year covered by the report for accelerated 336lers (as de336ned in 17 CFR 240.12b-2); and (c) 90 days after the end of the 336scal year covered by the report for all other registrants. (3) Transition reports on this Form shall be 336led in accordance with the requirements set 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 336scal year end. (4) Notwithstanding paragraphs (2) and (3) of this General Instruction A., all schedules required by Article 12 of Regulation S-X (17 CFR 210.12-01 - 210.12-29) may, at the option of the registrant, be 336 led as an amendment to the report not later than 30 days after the applicable due date of the report. B. Application of General Rules and Regulations. (1) The General Rules and Regulations under the Act (17 CFR 240) contain certain general requirements which are ap-plicable to reports on any form. These general requirements should be carefully read and observed in the preparation and 336ling of reports on this Form. (2) Particular attention is directed to Regulation 12B which contains general requirements regarding matters such as the kind and size of paper to be used, the legibility of the report, the information to be given whenever the title of securities is required to be stated, and the 336ling of the report. The de336nitions contained in Rule 12b-2 should be especially noted. See also Regulations 13A and 15D. C. Preparation of Report. (1) This form is not to be used as a blank form to be 336lled in, but only as a guide in the preparation of the report on paper meeting the requirements of Rule 12b-12. Except as provided in General Instruction G, the answers to the items shall be prepared in the manner speci336ed in Rule 12b-13. (2) Except where information is required to be given for the 336scal year or as of a speci336ed date, it shall be given as of the latest practicable date. (3) Attention is directed to Rule 12b-20, which states: 223In addition 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 to make the required statements, in the light of the circumstances under which they are made, not misleading.224 Persons who respond to the collection of information contained in this form are not SEC 1673 (05-19) required to respond unless the form displays a currently valid OMB control number. American LegalNet, Inc. www.FormsWorkFlow.com D. Signature and Filing of Report. (1) Three complete copies of the report, including 336 nancial statements, 336nancial statement schedules, exhibits, and all other papers and documents 336led as a part thereof, and 336ve additional copies which need not include exhibits, shall be 336led with the Commission. At least one complete copy of the report, including 336 nancial statements, 336 nancial statement schedules, exhibits, and all other papers and documents 336led as a part thereof, shall be 336led with each ex-change on which any class of securities of the registrant is registered. At least one complete copy of the report 336 led with the Commission and one such copy 336 led 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 by its principal executive of336 cer or of336cers, its principal 336 nancial of336cer or of336cers, its controller or principal accounting of336cer, and by at least the majority of the board of directors or persons performing similar functions. Where the registrant is a limited partnership, the report must be signed by the majority of the board of directors of any corporate general partner who signs the report. (b) The name of each person who signs the report shall be typed or printed beneath his signature. Any person who occupies more than one of the speci336ed positions shall indicate each capacity in which he signs the report. At-tention is directed to Rule 12b-11 (17 CFR 240.12b-11) concerning manual signatures and signatures pursuant to powers of attorney. (3) Registrants are requested to indicate in a transmittal letter with the Form 10-K whether the 336 nancial statements in the report re337ect a change from the preceding year in any accounting principles or practices, or in the method of applying any such principles or practices. E. Disclosure With Respect to Foreign Subsidiaries. Information required by any item or other requirement of this form with respect to any foreign subsidiary may be omitted to the extent that the required disclosure would be detrimental to the registrant. However, 336nancial statements and 336 nancial statement schedules, otherwise required, shall not be omitted pursuant to this Instruction. Where information is omitted pur-suant to this Instruction, a statement shall be made that such information has been omitted and the names of the subsidiaries involved shall be separately furnished to the Commission. The Commission may, in its discretion, call for justi336 cation 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 other reports need not be 336led pursuant to Section 15(d) of the Act with respect to any employee stock purchase, savings or similar plan if the issuer of the stock or other securities offered to employees pursuant to the plan furnishes to the Commission the information and documents speci336 ed in the Rule. G. Information to be Incorporated by Reference. (1) Attention is directed to Rule 12b-23 which provides for the incorporation by reference of information contained in certain documents in answer or partial answer to any item of a report. (2) The information called for by Parts I and II of this form (Items l through 9A or any portion thereof) may, at the reg-istrant222s option, be incorporated by reference from the registrant222s annual report to security holders furnished to the Commission pursuant to Rule 14a-3(b) or Rule 14c-3(a) or from the registrant222s annual report to security 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 by Rule 14a-3. Note 1. In order to ful336ll the requirements of Part I of Form 10-K, the incorporated portion of the annual report to security holders must contain the information required 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 by reference into an electronic format docu-ment from the annual report to security holders as provided in General Instruction G, any portion of the annual report to security holders incorporated by reference shall be 336led as an exhibit in electronic format, as required by Item 601(b)(13) of Regulation S-K. 2 American LegalNet, Inc. www.FormsWorkFlow.com (3) The information required by Part III (Items 10, 11, 12, 13 and 14) may be incorporated by reference from the regis-trant222s de336nitive proxy statement (336led or required to be 336led