Appendix A - MoFo's Chart Illustrating How Form 8-K Has Been Restructured
April 2004

Form 8-K Disclosure Caption Former Form 8-K Disclosure Item Form 8-K Disclosure Item Timing of Form 8-K Disclosure Form 8-K Disclosure
Entry into a Material Definitive Agreement (or a Material Amendment to Such an Agreement) None Item 1.01 of Form 8-K Within four business days.
  • The date of the agreement or amendment;
  • The identity of the parties to the agreement and a description of any material relationship between the parties; and
  • A brief description of the material terms of the agreement or amendment.
Termination of a Material Definitive Agreement None Item 1.02 of Form 8-K Within four business days; disclosure is not required if the agreement terminates pursuant to its terms and until (i) a company receives a written termination notice, or (ii) the company believes in good faith that the agreement has terminated.
  • The identity of the parties to the agreement and a description of any material relationship between the parties;
  • A brief description of the material terms of the agreement or amendment;
  • A description of the material circumstances surrounding the termination; and
  • Any material early termination penalty incurred by the company.
Bankruptcy or Receivership Item 3 of Form 8-K Item 1.03 of Form 8-K Within four business days. The Form 8-K retains the basic substantive requirements included in former Item 3 of Form 8-K.
Completion of Acquisition or Disposition of Assets Item 2 of Form 8-K Item 2.01 of Form 8-K Within four business days. The Form 8-K retains most of the substantive requirements included in former Item 2 of Form 8 K. A company must disclose:
  • Its entry into a material agreement to acquire or dispose of a significant amount of assets under Item 1.01 of Form 8-K;
  • Any termination of such an agreement under Item 1.02 of Form 8-K; and
  • The completion of the acquisition under Item 2.01 of Form 8-K.
Results of Operations and Financial Condition Item 12 of Form 8 K Item 2.02 of form 8 K Within four business days. The Form 8 K retains the disclosure requirements of former Item 12 of Form 8 K.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Company None, but related disclosure is currently reported in Item 7 in Part II of Form 10-K and Item 6 in Part II of 10 KSB Item 2.03 of Form 8-K Within four business days. If the company becomes obligated under a "direct financial obligation" that is material to the company:
  • The date on which the company becomes directly or contingently liable on the obligation and a brief description of the transaction or agreement creating the arrangement and obligation;
  • The amount of the obligation, including the terms of its payment and, if applicable, a brief description of the material terms under which it may be accelerated or increased and the nature of any recourse provisions that would enable the company to recover from third parties; and
  • A brief description of the other terms and conditions of the transaction or agreement that are material to the company.
In addition, if the company becomes directly or contingently liable for an obligation that is material to the company arising out of an "off-balance sheet arrangement," it must provide the following information:
  • The date on which the company becomes directly or contingently liable on the obligation and a brief description of the transaction or agreement creating the arrangement and obligation;
  • A brief description of the nature and amount of the obligation of the company under the arrangement, including the material terms under which it may become a direct obligation, if applicable, or may be accelerated or increased and the nature of any recourse provisions that would enable the company to recover from third parties;
  • The maximum potential amount of future payments (undiscounted) that the company may be required to make, if different; and
  • A brief description of the other terms and conditions of the obligation or arrangement that are material to the company.
The terms "direct financial obligation" and "off-balance sheet arrangement" are defined in Item 303 of Regulation S K.
Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement None Item 2.04 of Form 8-K. Within four business days of a triggering event involving a direct financial obligation or off balance sheet arrangement.

A "triggering event" would be defined as an event, including an event of default, event of acceleration or similar event.

If an increase or acceleration of a direct financial obligation of the company occurs and the consequences of the event are material to the company, the company must disclose:
  • The date of the triggering event and a brief description of the agreement or transaction under which the direct financial obligation was created and is increased or accelerated;
  • A brief description of the triggering event;
  • The amount of the direct financial obligation, as increased if applicable, and the terms of payment or acceleration that apply; and
  • Any other material obligations of the company that may arise, increase, be accelerated or become direct financial obligations as a result of the triggering event or the increase or acceleration of the direct financial obligation.
Also, if a triggering event occurs causing a company's obligation under an off-balance sheet arrangement to increase or be accelerated, or causing a company's contingent obligation under an off-balance sheet arrangement to become a direct financial obligation of the company, and the consequences of such event are material to the company, it must disclose the following information:
  • The date of the triggering event and a brief description of the off-balance sheet arrangement;
  • A brief description of the triggering event;
  • The nature and amount of the obligation, as increased if applicable, and the terms of payment or acceleration that apply; and
  • Any other material obligations of the company that may arise, increase, be accelerated or become direct financial obligations as a result of the triggering event or the increase or acceleration of the obligation under the off balance sheet arrangement or its becoming a direct financial obligation of the company.
Costs Associated With Exit or Disposal Activities None Item 2.05 of Form 8-K Within four business days of when the board of directors or the company's officer or officers who are authorized to take such action, if board approval is not required, commits the company to a course of action, including a plan to terminate or exit an activity, under which the company will incur a material write-off or restructuring charge under generally accepted accounting principles ("GAAP").
  • The date on which such commitment was made;
  • A description of the course of action, including the facts and circumstances leading to the expected action and the expected completion date; and
  • A breakdown of the amounts and range of amounts of each major cost, total costs and future cash expenditures associated with the course of action being taken.
Material Impairments None Item 2.06 of Form 8-K Within four business days of when a company's board of directors or the company's officer or officers authorized to make the relevant conclusion, if board approval is not required, concludes that the company is required to record a material charge for impairment to one or more of its assets, including an impairment of securities or goodwill, under GAAP.
  • The date on which the conclusion was reached;
  • A description of the asset or assets subject to impairment and the facts and circumstances leading to the impairment; and
  • A breakdown of the amounts or range of amounts of the impairment charge and future cash expenses associate with the impairment charge.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing None Item 3.01 of Form 8-K Within four business days of when a company receives any notice from a national securities exchange or national securities association ("SRO") that (i) the company or a class of its securities no longer meets the listing requirements or standards of the SRO, or (ii) that a class of the company's securities has been delisted or, the company receives a public reprimand letter from the SRO indicating material noncompliance.

Within four business days of the company notifying the SRO that the company is aware of any material noncompliance with a continued listing standard.

Within four business days of a company taking definitive action to terminate or transfer listing.

When a SRO delivers notice regarding the company's delisting or noncompliance, the following disclosures would be required:
  • The date that the company receives the notice;
  • The listing requirement or standard that the company failed to satisfy or the SRO's reason for the delisting; and
  • The company's planned response to the notice.
When a company notifies a SRO of any material noncompliance with a listing standard, voluntarily terminates or transfers its listing, the following disclosures are required:
  • The date that the company provides the SRO notice;
  • The listing standard that the company failed to satisfy; and
  • The company's planned response.
Unregistered Sales of Equity Securities None; currently reportable in Item 2(c) of Forms 10-Q and 10-QSB and Item 5(a) of Forms 10-K and 10-KSB Item 3.02 of Form 8-K; disclosure of unregistered sales not required to be reported on Form 8 K will continue to be reported in Forms 10 Q and 10 QSB and Forms 10 K and 10 KSB. Within four business days from the sale if the securities sold in the aggregate since the company's last Form 8 K or periodic report are equal to or greater than 1% (5% for small business issuers) of company's total outstanding shares. The disclosure currently required by Item 701(a) - (e) of Regulation S-K.
Material Modifications to Rights of Security Holders None; currently reportable in Items 2(a) and (b) of Forms 10-Q and 10-QSB. Item 3.03 of Form 8-K; if disclosure is made in Form 8 K, duplicate disclosure is not required in Forms 10-Q and 10-QSB. Within four business days of modification. The disclosure currently required by Items 2(a) and (b) of Forms 10-Q and 10-QSB.
Changes in Registrant's Certifying Accountant Item 4 of Form 8-K Item 4.01 of Form 8-K Within four business days from change. The Form 8-K would retain disclosure currently required by former Item 4 of Form 8-K.
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review None Item 4.02 of Form 8-K Within four business days of (i) when a company's board of directors, board committee, or the officer or officers authorized to take such action, concludes that any of the company's previously issued financial statements no longer should be relied upon, or (ii) when a company receives notice from its auditor that the company should make disclosure or take action to prevent further reliance on a previously issued report.
  • The date of the company's conclusion or the auditor's notice to the company;
  • Identification of the financial statements and years or periods covered that should no longer be relied upon;
  • A brief description of the facts underlying the company's conclusion or the information provided by the auditor, and
  • A statement whether the audit committee, or board of directors in the absence of an audit committee, or authorized officers, discussed the matter with the auditors.
In addition if the company receives notice from its auditors, it must provide the auditors with a copy of its Form 8 K disclosure no later than the same day it files these disclosures with the SEC. The company must request the auditor to furnish it with a letter addressed to the SEC stating whether the auditor agrees with the company's disclosure and, if not, the reasons why. The company must amend its Form 8 K to file the auditor's letter within two business days of the company's receipt of the letter.
Changes in Control of the Registrant Item 1 of Form 8-K Item 5.01 of Form 8-K Within four business days of the event. The Form 8-K would retain the disclosure required by former Item 1 of Form 8-K.
Departure of Directors Due to Disagreement or for Cause Item 6 of Form 8-K Item 5.02(a) of Form 8-K Within four business days of director's departure. If a director has resigned or declined to stand for re-election since the date of the last annual meeting because of a disagreement with the company, known to an executive officer, on any matter relating to the company's operations, policies or practices, or if the director has been removed for cause, then the following:
  • The date of such resignation, refusal to stand for re-election, or removal;
  • Any positions held by the director on any board committee before the director's resignation, refusal to stand for re-election, or removal; and
  • A brief description of the circumstances representing the disagreement that management believed caused, in whole or in part, the director's resignation, refusal to stand for re election or removal.
If a director furnishes the company with any written correspondence concerning the circumstances surrounding his or her resignation, declination, or removal, the company is required to:
  • File a copy of the correspondence as an exhibit to the Form 8-K regardless of whether the director requests disclosure;
  • Provide the director with a copy of the disclosures it is making in the Form 8-K no later than the day that the company files the Form 8-K. The company must provide the director with the opportunity furnish the company with a letter addressed to the SEC as soon as possible stating whether he or she agrees with the company's disclosures and, if not, stating the respects in which he or she does not agree; and
  • File the director's letter with the SEC two business days after receipt as an exhibit in an amendment to the Form 8-K.
The Departure of Directors or Principal Officer other than as a Result of a Disagreement or for Cause None Item 5.02(b) of Form 8-K Within four business days of the officer's or director's departure. The date of departure when a company's
  • principal executive officer,
  • president,
  • principal financial officer,
  • principal accounting officer,
  • principal operating officer, or
  • any other person serving in an equivalent position,
resigns, is terminated or is reassigned for any reason and a director departs for any reason other than as a result of a disagreement or for cause.
The Appointment of Certain New Officers None Item 5.02(c) of Form 8-K Within four business days of appointment (or public disclosure of appointment). When a company appoints a new
  • principal executive officer,
  • president,
  • principal financial officer,
  • principal accounting officer,
  • principal operating officer, or
  • any person serving an equivalent function,
the following disclosure is required:
  • The officer's name;
  • His or her position with the company;
  • The date of his or her appointment;
  • The information currently required by Items 10 and 13 of Form 10-K or Items 9 and 12 of Form 10-KSB relating to the officer's background and certain related transactions involving the company;* and
  • A brief description of any employment agreement between the company and that officer.*
*If this information is not determinable at the time of filing, it needs to be provided by amendment after it is determined.
The Election of a New Director None Item 5.02(d) of Form 8-K Within four business days of the election. When a new director is elected to a board, except by a vote of security holders at an annual or special meeting, the following disclosure is required:
  • The director's name;
  • The election date;
  • A brief description of any arrangement or understanding pursuant to which the director was selected as a director;
  • Any committees to which the director has been, or at the time of the disclosure is expected to be, named;* and
  • The information currently required by Item 13 of Form 10-K or Item 12 of Form 10-KSB relating to certain related transactions involving the company.*
*If this information is not determinable at the time of filing, it would need to be provided by amendment after it is determined.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Item 8 of Form 8-K Item 5.03 of Form 8-K Within four business days of corporate action. Unless previously disclosed in a proxy statement or information statement, the following disclosure would be required:
  • The effective date of the amendment; and
  • A description of the provision adopted or changed by the amendment and, if applicable, the previous provision.
If a company changes its fiscal year from that used in its most recent filing with the SEC other than by means of
  • a submission to a vote of security holders through a proxy solicitation or otherwise; or
  • an amendment to its articles of incorporation or bylaws,
the following disclosure would be required:
  • The date of that determination;
  • The date of the new fiscal year end; and
  • The form on which the report covering the transition period will be filed.
Temporary Suspension of Trading Under Company's Employee Benefit Plans Item 11 of Form 8 K Item 5.04 of Form 8-K Within four business days. The disclosure required by former Item 11 of Form 8 K.
Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics Item 10 of Form 8-K Item 5.05 of Form 8-K Within four business days. The disclosure required by former Item 10 of Form 8-K.
Regulation FD Disclosure Item 9 of Form 8-K Item 7.01 of Form 8-K Discretionary The Form 8-K would retain the optional disclosure format currently permitted by former Item 9 of Form 8-K
Other Events Item 5 of Form 8-K Item 8.01 of Form 8-K Discretionary The Form 8-K would retain the optional disclosure format currently permitted by former Item 5 of Form 8-K
Financial Statements and Exhibits Item 7 of Form 8-K Item 9.01 of Form 8-K No later than 71 days from the date of the initial Form 8-K report with respect to financial statements required by this item; with respect to exhibits, the deadline is determinable by referring to the related Form 8-K item prompting disclosure. The Form 8-K would retain the disclosure required by former Item 7 of Form 8-K.