8 K Amendment to Material Agreement

Point 5.05 requires the disclosure of any material changes to a company`s code of ethics adopted in order to comply with point 406 of Regulation S-K, as well as any waiver of the provisions of the code of ethics granted to the managing director, financial or accounting director or controller of the company or a person performing a similar function. Identification of officers and other persons to whom the Board of Directors has delegated authority to enter into significant final agreements or take action that triggers a disclosure requirement on Form 8-K; consider limiting the number of persons authorized to act on behalf of the corporation; Determine whether officers and directors require additional training on when their actions may trigger such obligations and how the specific terms of an agreement may affect disclosure requirements. The event holder (or a person acting on its behalf) publicly discloses or discloses material non-public information about the licensee`s results of operations or financial condition for a completed quarterly or annual fiscal year The SEC encourages, but does not require, that companies file a copy of the agreement declared as an attachment to Form 8-K. Any agreement that is not filed as an attachment to Form 8-K must be filed as an attachment to the Company`s next periodic report or registration statement. Registration Period Within 4 business days of termination or termination in accordance with the terms of the Agreement, the Event Holder enters into a critical final agreement that has not been entered into in the ordinary course of business; see section 601(b)(10) of Regulations S-K (except paragraphs (iii)(A) and (B), management or compensation agreements or arrangements that are now covered by item 5.02 in respect of the principal administrator, chief financial officer or other designated officers) Certain information that is not known at the time of filing Form 8-K may be added at a later date. If the terms of an officer`s employment contract or information about board committees and disclosure of related party transactions are not known to a director at the time of filing Form 8-K, the Company must file an amendment to disclose such information as soon as it is known. Event Occurring at an event that triggers an increase or acceleration of a direct financial obligation or obligation arising from an off-balance sheet agreement, whose consequences are material for the recorded event Registered changes (other than technical, administrative or intangible changes) or grants a waiver (including an implied waiver) of any provision of its Code of Ethics in accordance with Section 406(b) of Regulation S-K, applicable to its Chief Executive Officer, Chief Financial Officer, Chief Accountant or Controller, or persons performing similar functions, unless the Licensee announces such changes or deviations on its website, as previously stated in its most recent annual report (including the intention to make disclosure in this manner) No material inaccuracies or omissions. Although the SEC has withdrawn its proposal to describe the effects of closing, amending, or terminating a material agreement, any disclosure on a Form 8-K report must include all material information necessary not to make the information that is to be disclosed misleading given the circumstances in which it is made. Section 1.01 of Form 8-K requires disclosure when a registrant enters into a “material final agreement” outside the ordinary course of business. In the context of an acquisition, in most cases, this could be triggered by the signing of the definitive acquisition agreement (and not by a letter of intent or a term sheet). The SEC`s recent amendments to Form 8-K, which are effective for reportable events dated or after September 23. August 2004, increase the number of reportable events and extend the submission deadline for most items to four business days.

For events that occurred before August 23, 2004, businesses must analyze their reporting obligations using the old Form 8-K and report the information in accordance with this version of the form (although Form 8-K filed on or after August 23 must use the new line numbers, even if the information reported meets the requirements of the previous Form 8-K). any compensation plan, contract or arrangement in which no director or designated officer (including the Chief Executive Officer and other officers who require disclosure of compensation to be included in the Company`s proxy circular for an annual meeting of shareholders) participates, if this is not relevant in terms of amount or significance; and agreements that are not required as attachments to Form 8-K. Companies are encouraged, but are not required to submit copies of the significant definitive agreements specified in point 1.01 using Form 8-K. If not filed on Form 8-K, agreements must be filed as attachments to the Corporation`s next periodic report or registration statement. Must submit correspondence with the Director. If the Director provides the Company with written correspondence regarding the circumstances of the resignation, rejection or revocation due to a disagreement, the Company must file the correspondence as an attachment to Form 8-K and certain other items that are not subject to Section 10(b) and Rule 10b-5; Safe Harbor has no influence on the other liability. The safe harbour does not cover point 7.01 because this point is already covered by a safe harbour under regulation FD and point 8.01 because this point is intended for voluntary submissions and does not in itself impose a disclosure obligation for the purposes of Article 10(b) and Rule 10b-5. It also does not apply to material inaccuracies or omissions in any Filed Form 8-K or affect the SEC`s ability to enforce any of the filing requirements for filing Form 8-K under Section 13(a) or 15(d) of the Exchange Act. Must disclose any resignation, refusal to stand for re-election or dismissal of a director. If a director has resigned, refused to stand for re-election to a corporation`s board of directors, or was removed from office, the corporation must disclose the event and date of the lawsuit.

In addition, if the resignation or rejection of the director is due to a disagreement with the Company known to an officer, or if the director was dismissed for cause, the Corporation must disclose all committees on which the director sat at that time, together with a brief description of the circumstances constituting the disagreement which, according to management, was caused. in whole or in part, the resignation of the director, the refusal to stand for re-election or dismissal. Instruction a significant entity, program or similar agreement requires disclosure of With respect to the income statement, assets and purchase price comparisons mentioned in the first three indents above is a rule of thumb used by some practitioners only if one or more of these comparisons exceed 5% or 10% (there are different views on this, which threshold is appropriate (5% being more conservative), this can be considered indicative of materiality (recognising that qualitative factors are also relevant). .