[Code of Federal Regulations]
[Title 17, Volume 2]
[Revised as of April 1, 2001]
From the U.S. Government Printing Office via GPO Access
[CITE: 17CFR228.403]

[Page 332-333]
 
              TITLE 17--COMMODITY AND SECURITIES EXCHANGES
 
             CHAPTER II--SECURITIES AND EXCHANGE COMMISSION
 
PART 228--INTEGRATED DISCLOSURE SYSTEM FOR SMALL BUSINESS ISSUERS--Table of Contents
 
                        Subpart A--Regulation S-B
 
Sec. 228.403  (Item 403) Security Ownership of Certain Beneficial Owners and Management.

    (a) Security ownership of certain beneficial owners. Complete the 
table below for any person (including any ``group'') who is known to the 
small business issuer to be the beneficial owner of more than five 
percent of any class of the small business issuer's voting securities.

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                                         Name and address of      Amount and nature of
            Title of class                 beneficial owner         beneficial owner         Percent of class
(1)                                    (2)....................  (3)....................  (4)

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    (b) Security ownership of management. Furnish the following 
information, as of the most recent practicable date, in substantially 
the tabular form indicated, as to each class of equity securities of the 
registrant or any of its parents or subsidiaries other than directors' 
qualifying shares, beneficially owned by all directors and nominees, 
naming them, each of the named executive officers as defined in Item 
402(a)(2) (Sec. 228.402(a)(2)), and directors and executive officers of 
the registrant

[[Page 333]]

as a group, without naming them. Show in column (3) the total number of 
shares beneficially owned and in column (4) the percent of class so 
owned. Of the number of shares shown in column (3), indicate, by 
footnote or otherwise, the amount of shares with respect to which such 
persons have the right to acquire beneficial ownership as specified in 
Sec. 240.13d--3(d)(1) of this chapter.

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                                         Name and address of      Amount and nature of
            Title of class                 beneficial owner         beneficial owner         Percent of class
(1)                                    (2)....................  (3)....................  (4)

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    (c) Changes in control. Describe any arrangements which may result 
in a change in control of the small business issuer.

Instructions to Item 403 1. Of the number of shares shown in column (3) 
of paragraphs (a) and (b) of this Item, state in a footnote the amount 
which the listed beneficial owner has the right to acquire within sixty 
days, from options, warrants, rights, conversion privilege or similar 
obligations.
    2. Where persons hold more than 5% of a class under a voting trust 
or similar agreement, provide the following:
    (a) the title of such securities;
    (b) the amount that they hold under the trust or agreement (if not 
clear from the table);
    (c) the duration of the agreement;
    (d) the names and addresses of the voting trustees; and
    (e) a brief outline of the voting rights and other powers of the 
voting trustees under the trust or agreement.
    3. Calculate the percentages on the basis of the amount of 
outstanding securities plus, for each person or group, any securities 
that person or group has the right to acquire within 60 days pursuant to 
options, warrants, conversion privileges or other rights.
    4. In this Item, a beneficial owner of a security means:
    (a) Any person who, directly or indirectly, through any contract, 
arrangement, understanding, relationship or otherwise has or shares:
    (1) Voting power, which includes the power to vote, or to direct the 
voting of, such security; or
    (2) Investment power, which includes the power to dispose, or to 
direct the disposition of, such security.
    (b) Any person who, directly or indirectly, creates or uses a trust, 
proxy, power of attorney, pooling arrangement or any other contract, 
arrangement or device with the purpose or effect of divesting such 
person of beneficial ownership of a security or preventing the vesting 
of such beneficial ownership.
    5. All securities of the same class beneficially owned by a person, 
regardless of the form that such beneficial ownership takes, shall be 
totaled in calculating the number of shares beneficially owned by such 
person.
    6. The small business issuer is responsible for knowing the contents 
of any statements filed with the Commission under section 13(d) or 13(g) 
of the Exchange Act concerning the beneficial ownership of securities 
and may rely upon the information in such statements unless it knows or 
has reason to believe that the information is not complete or accurate.
    7. The term ``group'' means two or more persons acting as a 
partnership, syndicate, or other group for the purpose of acquiring, 
holding or disposing of securities of an issuer.
    8. Where the small business issuer lists more than one beneficial 
owner for the same securities, adequate disclosure should be included to 
avoid confusion.

[57 FR 36449, Aug. 13, 1992, as amended at 57 FR 48150, Oct. 21, 1992]