[Code of Federal Regulations]
[Title 17, Volume 2]
[Revised as of April 1, 2002]
From the U.S. Government Printing Office via GPO Access
[CITE: 17CFR229.401]

[Page 398-401]
 
              TITLE 17--COMMODITY AND SECURITIES EXCHANGES
 
             CHAPTER II--SECURITIES AND EXCHANGE COMMISSION
 
 PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975--
REGULATION S-K--Table of Contents
 
        Subpart 229.400--Management and Certain Security Holders
 
Sec. 229.401  (Item 401) Directors, executive officers, promoters and control persons.


    (a) Identification of directors. List the names and ages of all 
directors of the registrant and all persons nominated or chosen to 
become directors; indicate all positions and offices with the registrant 
held by each such person; state his term of office as director and any 
period(s) during which he has served as such; describe briefly any 
arrangement or understanding between him and any other person(s) (naming 
such person(s)) pursuant to which he was or is to be selected as a 
director or nominee.

Instructions to Paragraph (a) of Item 401: 1. Do not include 
arrangements or understandings with directors or officers of the 
registrant acting solely in their capacities as such.
    2. No nominee or person chosen to become a director who has not 
consented to act as such shall be named in response to this Item. In 
this regard, with respect to proxy statements, see Rule 14a-4(d) under 
the Exchange Act (Sec. 240.14a-4(d) of this chapter).
    3. If the information called for by this paragraph (a) is being 
presented in a proxy or information statement, no information need be 
given respecting any director whose term of office as a director will 
not continue after the meeting to which the statement relates.
    4. With regard to proxy statements in connection with action to be 
taken concerning the election of directors, if fewer nominees are named 
than the number fixed by or pursuant to the governing instruments, state 
the reasons for this procedure and that the proxies cannot be voted for 
a greater number of persons than the number of nominees named.
    5. With regard to proxy statements in connection with action to be 
taken concerning the election of directors, if the solicitation is made 
by persons other than management, information shall be given as to 
nominees of the persons making the solicitation. In all other instances, 
information shall be given as to directors and persons nominated for 
election or chosen by management to become directors.

    (b) Identification of executive officers. List the names and ages of 
all executive officers of the registrant and all

[[Page 399]]

persons chosen to become executive officers; indicate all positions and 
offices with the registrant held by each such person; state his term of 
office as officer and the period during which he has served as such and 
describe briefly any arrangement or understanding between him and any 
other person(s) (naming such person) pursuant to which he was or is to 
be selected as an officer.

Instructions to Paragraph (b) of Item 401: 1. Do not include 
arrangements or understandings with directors or officers of the 
registrant acting solely in their capacities as such.
    2. No person chosen to become an executive officer who has not 
consented to act as such shall be named in response to this Item.
    3. The information regarding executive officers called for by this 
Item need not be furnished in proxy or information statements prepared 
in accordance with Schedule 14A under the Exchange Act (Sec. 240.14a-101 
of this chapter) by those registrants relying on General Instruction G 
of Form 10-K and Form 10-KSB under the Exchange Act (Sec. 249.310 of 
this chapter), Provided, That such information is furnished in a 
separate item captioned ``Executive officers of the registrant'' and 
included in Part I of the registrant's annual report on Form 10-K and 
Form 10-KSB.

    (c) Identification of certain significant employees. Where the 
registrant employs persons such as production managers, sales managers, 
or research scientists who are not executive officers but who make or 
are expected to make significant contributions to the business of the 
registrant, such persons shall be identified and their background 
disclosed to the same extent as in the case of executive officers. Such 
disclosure need not be made if the registrant was subject to section 
13(a) or 15(d) of the Exchange Act or was exempt from section 13(a) by 
section 12(g)(2)(G) of such Act immediately prior to the filing of the 
registration statement, report, or statement to which this Item is 
applicable.
    (d) Family relationships. State the nature of any family 
relationship between any director, executive officer, or person 
nominated or chosen by the registrant to become a director or executive 
officer.

Instruction to Paragraph 401(d): The term ``family relationship'' means 
any relationship by blood, marriage, or adoption, not more remote than 
first cousin.

    (e) Business experience--(1) Background. Briefly describe the 
business experience during the past five years of each director, 
executive officer, person nominated or chosen to become a director or 
executive officer, and each person named in answer to paragraph (c) of 
Item 401, including: Each person's principal occupations and employment 
during the past five years; the name and principal business of any 
corporation or other organization in which such occupations and 
employment were carried on; and whether such corporation or organization 
is a parent, subsidiary or other affiliate of the registrant. When an 
executive officer or person named in response to paragraph (c) of Item 
401 has been employed by the registrant or a subsidiary of the 
registrant for less than five years, a brief explanation shall be 
included as to the nature of the responsibility undertaken by the 
individual in prior positions to provide adequate disclosure of his 
prior business experience. What is required is information relating to 
the level of his professional competence, which may include, depending 
upon the circumstances, such specific information as the size of the 
operation supervised.
    (2) Directorships. Indicate any other directorships held by each 
director or person nominated or chosen to become a director in any 
company with a class of securities registered pursuant to section 12 of 
the Exchange Act or subject to the requirements of section 15(d) of such 
Act or any company registered as an investment company under the 
Investment Company Act of 1940, 15 U.S.C. 80a-1, et seq., as amended, 
naming such company.

Instruction to Paragraph (e) of Item 401: For the purposes of paragraph 
(e)(2), where the other directorships of each director or person 
nominated or chosen to become a director include directorships of two or 
more registered investment companies that are part of a ``fund complex'' 
as that term is defined in Item 22(a) of Schedule 14A under the Exchange 
Act (Sec. 240.14a-101 of this chapter), the registrant may, rather than 
listing each such investment company, identify the fund complex and 
provide the number of investment company directorships held by the 
director or nominee in such fund complex.

    (f) Involvement in certain legal proceedings. Describe any of the 
following

[[Page 400]]

events that occurred during the past five years and that are material to 
an evaluation of the ability or integrity of any director, person 
nominated to become a director or executive officer of the registrant:
    (1) A petition under the Federal bankruptcy laws or any state 
insolvency law was filed by or against, or a receiver, fiscal agent or 
similar officer was appointed by a court for the business or property of 
such person, or any partnership in which he was a general partner at or 
within two years before the time of such filing, or any corporation or 
business association of which he was an executive officer at or within 
two years before the time of such filing;
    (2) Such person was convicted in a criminal proceeding or is a named 
subject of a pending criminal proceeding (excluding traffic violations 
and other minor offenses);
    (3) Such person was the subject of any order, judgment, or decree, 
not subsequently reversed, suspended or vacated, of any court of 
competent jurisdiction, permanently or temporarily enjoining him from, 
or otherwise limiting, the following activities:
    (i) Acting as a futures commission merchant, introducing broker, 
commodity trading advisor, commodity pool operator, floor broker, 
leverage transaction merchant, any other person regulated by the 
Commodity Futures Trading Commission, or an associated person of any of 
the foregoing, or as an investment adviser, underwriter, broker or 
dealer in securities, or as an affiliated person, director or employee 
of any investment company, bank, savings and loan association or 
insurance company, or engaging in or continuing any conduct or practice 
in connection with such activity;
    (ii) Engaging in any type of business practice; or
    (iii) Engaging in any activity in connection with the purchase or 
sale of any security or commodity or in connection with any violation of 
Federal or State securities laws or Federal commodities laws;
    (4) Such person was the subject of any order, judgment or decree, 
not subsequently reversed, suspended or vacated, of any Federal or State 
authority barring, suspending or otherwise limiting for more than 60 
days the right of such person to engage in any activity described in 
paragraph (f)(3)(i) of this section, or to be associated with persons 
engaged in any such activity; or
    (5) Such person was found by a court of competent jurisdiction in a 
civil action or by the Commission to have violated any Federal or State 
securities law, and the judgment in such civil action or finding by the 
Commission has not been subsequently reversed, suspended, or vacated.
    (6) Such person was found by a court of competent jurisdiction in a 
civil action or by the Commodity Futures Trading Commission to have 
violated any Federal commodities law, and the judgment in such civil 
action or finding by the Commodity Futures Trading Commission has not 
been subsequently reversed, suspended or vacated.

Instructions to Paragraph (f) of Item 401: 1. For purposes of computing 
the five year period referred to in this paragraph, the date of a 
reportable event shall be deemed the date on which the final order, 
judgment or decree was entered, or the date on which any rights of 
appeal from preliminary orders, judgments, or decrees have lapsed. With 
respect to bankruptcy petitions, the computation date shall be the date 
of filing for uncontested petitions or the date upon which approval of a 
contested petition became final.
    2. If any event specified in this paragraph (f) has occurred and 
information in regard thereto is omitted on the grounds that it is not 
material, the registrant may furnish to the Commission, at time of 
filing (or at the time preliminary materials are filed, or ten days 
before definitive materials are filed in preliminary filing is not 
required, pursuant to Rule 14a-6 or 14c-5 under the Exchange Act 
(Secs. 240.14a-6 and 240-14c-5 of this chapter)), as supplemental 
information and not as part of the registration statement, report, or 
proxy or information statement, materials to which the omission relates, 
a description of the event and a statement of the reasons for the 
omission of information in regard thereto.
    3. The registrant is permitted to explain any mitigating 
circumstances associated with events reported pursuant to this 
paragraph.
    4. If the information called for by this paragraph (f) is being 
presented in a proxy or information statement, no information need be 
given respecting any director whose term

[[Page 401]]

of office as a director will not continue after the meeting to which the 
statement relates.

    (g) Promoters and control persons. (1) Registrants, which have not 
been subject to the reporting requirements of section 13(a) or 15(d) of 
the Exchange Act for the twelve months immediately prior to the filing 
of the registration statement, report, or statement to which this Item 
is applicable, and which were organized within the last five years, 
shall describe with respect to any promoter, any of the events 
enumerated in paragraphs (f)(1) through (f)(6) of this section that 
occurred during the past five years and that are material to a voting or 
investment decision.
    (2) Registrants, which have not been subject to the reporting 
requirements of section 13(a) or 15(d) of the Exchange Act for the 
twelve months immediately prior to the filing of the registration 
statement, report, or statement to which this Item is applicable, shall 
describe with respect to any control person, any of the events 
enumerated in paragraphs (f)(1) through (f)(6) of this section that 
occurred during the past five years and that are material to a voting or 
investment decision.

Instructions to Paragraph (g) of Item 401: 1. Instructions 1. through 3. 
to paragraph (f) shall apply to this paragraph (g).
    2. Paragraph (g) shall not apply to any subsidiary of a registrant 
which has been reporting pursuant to Section 13(a) or 15(d) of the 
Exchange Act for the twelve months immediately prior to the filing of 
the registration statement, report or statement.

[47 FR 11401, Mar. 16, 1982, as amended at 47 FR 55665, Dec. 13, 1982; 
48 FR 19874, May 3, 1983; 49 FR 32763, Aug. 16, 1984; 52 FR 48982, Dec. 
29, 1987; 59 FR 52695, Oct. 19, 1994]