In this day, there are so many individuals who use their phone to take pictures. They use these photos as memories of people, places and things. However, what happens when you want to get a copy of one of those pictures? Most people would say that they would go onto the internet and search for it. Unfortunately, this process can be very time consuming. Especially if you do not know the specific website that the photo is on. Luckily, there is a solution to this problem. Form 8 Re is a software that allows users to find any picture that they have taken within seconds.
You'll find additional information in regards to the form 8 re by checking out the table our team prepared for you.
|Form Name||Form 8 Re|
|Form Length||2 pages|
|Avg. time to fill out||30 sec|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Expires: October 31, 2024 Estimated average burden hours per response........9.21
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) ______________________________________________________
(Exact name of registrant as speciﬁed in its charter)
(State or other jurisdiction
(Address of principal executive oﬃces)(Zip Code)
Registrant’s telephone number, including area code ___________________________________________________
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Indicate by check mark whether the registrant is an emerging growth company as deﬁned in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised ﬁnancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Potential persons who are to respond to the collection of information contained
1 of 22
in this form are not required to respond unless the form displays a currently
valid OMB control number.
A. Rule as to Use of Form
B.Events to be Reported and Time for Filing of Reports.
1.A report on this form is required to be ﬁled or furnished, as applicable, upon the occurrence of any one or more of the events speciﬁed in the items in Sections 1 - 6 and 9 of this form. Unless otherwise speciﬁed, a report is to be ﬁled or furnished within four business days after occurrence of the event. If the event occurs on a Saturday, Sunday or holiday on which the Commission is not open for business, then the four business day period shall begin to run on, and include, the ﬁrst business day thereafter. A registrant either furnishing a report on this form under Item 7.01 (Regulation FD Disclosure) or electing to ﬁle a report on this form under Item 8.01 (Other Events) solely to satisfy its obligations under Regulation FD (17 CFR 243.100 and 243.101) must furnish such report or make such ﬁling, as applicable, in accordance with the requirements of Rule 100(a) of Regulation FD (17 CFR 243.100(a)), including the deadline for furnishing or ﬁling such report. A report pursuant to Item 5.08 is to be ﬁled within four business days after the registrant determines the anticipated meeting date.
2.The information in a report furnished pursuant to Item 2.02 (Results of Operations and Financial Condition) or Item 7.01 (Regulation FD Disclosure) shall not be deemed to be “ﬁled” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, unless the registrant speciﬁcally states that the information is to be considered “ﬁled” under the Exchange Act or incorporates it by reference into a ﬁling under the Securities Act or the Exchange Act. If a report on Form
3.If the registrant previously has reported substantially the same information as required by this form, the registrant need not make an additional report of the information on this form. To the extent that an item calls for disclosure of developments concerning a previously reported event or transaction, any information required in the new report or amendment about the previously reported event or transaction may be provided by incorporation by reference to the previously ﬁled report. The term previously reported is deﬁned in Rule
4.Copies of agreements, amendments or other documents or instruments required to be ﬁled pursuant to Form
5.When considering current reporting on this form, particularly of other events of material importance pursuant to Item 7.01 (Regulation FD Disclosure) and Item 8.01(Other Events), registrants should have due regard for the accuracy, completeness and currency of the information in registration statements ﬁled under the Securities Act which incorporate by reference information in reports ﬁled pursuant to the Exchange Act, including reports on this form.
6.A registrant’s report under Item 7.01 (Regulation FD Disclosure) or Item 8.01 (Other Events) will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.
C. Application of General Rules and Regulations.
1.The General Rules and Regulations under the Act (17 CFR Part 240) contain certain general requirements which are applicable to reports on any form. These general requirements should be carefully read and observed in the preparation and ﬁling of reports on this form.
2.Particular attention is directed to Regulation 12B (17 CFR
D.Preparation of Report.
This form is not to be used as a blank form to be ﬁlled in, but only as a guide in the preparation of the report on paper meeting the requirements of Rule
E. Signature and Filing of Report.
Three complete copies of the report, including any ﬁnancial statements, exhibits or other papers or documents ﬁled as a part thereof, and ﬁve additional copies which need not include exhibits, shall be ﬁled with the Commission. At least one complete copy of the report, including any ﬁnancial statements, exhibits or other papers or documents ﬁled as a part thereof, shall be ﬁled, with each exchange on which any class of securities of the registrant is registered. At least one complete copy of the report ﬁled with the Commission and one such copy ﬁled with each exchange shall be manually signed. Copies not manually signed shall bear typed or printed signatures.
F. Incorporation by Reference.
If the registrant makes available to its stockholders or otherwise publishes, within the period prescribed for ﬁling the report, a press release or other document or statement containing information meeting some or all of the requirements of this form, the information called for may be incorporated by reference to such published document or statement, in answer or partial answer to any item or items of this form, provided copies thereof are ﬁled as an exhibit to the report on this form.
G. Use of this Form by
The following applies to registrants that are
1.Reportable Events That May Be Omitted.
The registrant need not ﬁle a report on this Form upon the occurrence of any one or more of the events speciﬁed in the following:
(a)Item 2.01, Completion of Acquisition or Disposition of Assets;
(b)Item 2.02, Results of Operations and Financial Condition;
(c)Item 2.03, Creation of a Direct Financial Obligation or an Obligation under an
(d)Item 2.05, Costs Associated with Exit or Disposal Activities;
(e)Item 2.06, Material Impairments;
(f)Item 3.01, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing;
(g)Item 3.02, Unregistered Sales of Equity Securities;
(h)Item 4.01, Changes in Registrant’s Certifying Accountant;
(j)Item 5.01, Changes in Control of Registrant;
(k)Item 5.02, Departure of Directors or Principal Oﬃcers; Election of Directors; Appointment of Principal Oﬃcers;
(l) Item 5.04, Temporary Suspension of Trading Under Registrant’s Employee Beneﬁt Plans; and
(m)Item 5.05, Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. 2. Additional Disclosure for the Form
Immediately after the name of the issuing entity on the cover page of the Form
INFORMATION TO BE INCLUDED IN THE REPORT
Section 1 - Registrant’s Business and Operations
Item 1.01 Entry into a Material Deﬁnitive Agreement.
(a)If the registrant has entered into a material deﬁnitive agreement not made in the ordinary course of business of the registrant, or into any amendment of such agreement that is material to the registrant, disclose the following information:
(1)the date on which the agreement was entered into or amended, the identity of the parties to the agreement or amendment and a brief description of any material relationship between the registrant or its aﬃliates and any of the parties, other than in respect of the material deﬁnitive agreement or amendment; and
(2)a brief description of the terms and conditions of the agreement or amendment that are material to the registrant.
(b)For purposes of this Item 1.01, a material deﬁnitive agreement means an agreement that provides for obligations that are material to and enforceable against the registrant, or rights that are material to the registrant and enforceable by the registrant against one or more other parties to the agreement, in each case whether or not subject to conditions.
1.Any material deﬁnitive agreement of the registrant not made in the ordinary course of the registrant’s business must be disclosed under this Item 1.01. An agreement is deemed to be not made in the ordinary course of a registrant’s business even if the agreement is such as ordinarily accompanies the kind of business conducted by the registrant if it involves the subject matter identiﬁed in Item 601(b)(10)(ii)
(A) - (D) of Regulation
2.A registrant must provide disclosure under this Item 1.01 if the registrant succeeds as a party to the agreement or amendment to the
agreement by assumption or assignment (other than in connection with a merger or acquisition or similar transaction).
3.With respect to
4.To the extent a material deﬁnitive agreement is ﬁled as an exhibit under this Item 1.01, schedules (or similar attachments) to the exhibits are not required to be ﬁled unless they contain information material to an investment or voting decision and that information is not otherwise disclosed in the exhibit or the disclosure document. Each exhibit ﬁled must contain a list brieﬂy identifying the contents of all omitted schedules. Registrants need not prepare a separate list of omitted information if such information is already included within the exhibit in a manner that conveys the subject matter of the omitted schedules and attachments. In addition, the registrant must provide a copy of any omitted schedule to the Commission or its staﬀ upon request.
5.To the extent a material deﬁnitive agreement is ﬁled as an exhibit under this Item 1.01, the registrant may redact information from the exhibit if disclosure of such information would constitute a clearly unwarranted invasion of personal privacy (e.g., disclosure of bank account numbers, social security numbers, home addresses and similar information).
6.To the extent a material deﬁnitive agreement is ﬁled as an exhibit under this Item 1.01, the registrant may redact provisions or
terms of the exhibit if those provisions or terms are both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed, provided that the registrant intends to incorporate by reference this ﬁling into its future periodic reports or registration statements, as applicable, in satisfaction of Item 601(b)(10) of Regulation
If requested by the Commission or its staﬀ, the registrant must promptly provide an unredacted copy of the exhibit on a supplemental basis. The Commission or its staﬀ also may request the registrant to provide its materiality and competitive harm analyses on a supplemental basis. Upon evaluation of the registrant’s supplemental materials, the Commission or its staﬀ may request the registrant to amend its ﬁling to include in the exhibit any previously redacted information that is not adequately supported by the registrant’s materiality and competitive harm analyses.
The registrant may request conﬁdential treatment of the supplemental material submitted under Instruction 6 of this Item pursuant to Rule 83 (§ 200.83 of this chapter) while it is in the possession of the Commission or its staﬀ. After completing its review of the supplemental information, the Commission or its staﬀ will return or destroy it at the request of the registrant, if the registrant complies with the procedures outlined in Rules 418 or
Item 1.02 Termination of a Material Deﬁnitive Agreement.
(a)If a material deﬁnitive agreement which was not made in the ordinary course of business of the registrant and to which the registrant is a party is terminated otherwise than by expiration of the agreement on its stated termination date, or as a result of all parties completing their obligations under such agreement, and such termination of the agreement is material to the registrant, disclose the following information:
(1)the date of the termination of the material deﬁnitive agreement, the identity of the parties to the agreement and a brief description of any material relationship between the registrant or its aﬃliates and any of the parties other than in respect of the material deﬁnitive agreement;
(2)a brief description of the terms and conditions of the agreement that are material to the registrant;
(3)a brief description of the material circumstances surrounding the termination; and
(4)any material early termination penalties incurred by the registrant.
(b)For purposes of this Item 1.02, the term material deﬁnitive agreement shall have the same meaning as set forth in Item 1.01(b). Instructions.
1.No disclosure is required solely by reason of this Item 1.02 during negotiations or discussions regarding termination of a material deﬁnitive agreement unless and until the agreement has been terminated.
2.No disclosure is required solely by reason of this Item 1.02 if the registrant believes in good faith that the material deﬁnitive agreement has not been terminated, unless the registrant has received a notice of termination pursuant to the terms of agreement.
3.With respect to
Item 1.03 Bankruptcy or Receivership.
(a)If a receiver, ﬁscal agent or similar oﬃcer has been appointed for a registrant or its parent, in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the registrant or its parent, or if such jurisdiction has been assumed by leaving the existing directors and oﬃcers in possession but subject to the supervision and orders of a court or governmental authority, disclose the following information:
(1)the name or other identiﬁcation of the proceeding;
(2)the identity of the court or governmental authority;
(3)the date that jurisdiction was assumed; and
(4)the identity of the receiver, ﬁscal agent or similar oﬃcer and the date of his or her appointment.
(b)If an order conﬁrming a plan of reorganization, arrangement or liquidation has been entered by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the registrant or its parent, disclose the following;
(1)the identity of the court or governmental authority;
(2)the date that the order conﬁrming the plan was entered by the court or governmental authority;
(3)a summary of the material features of the plan and, pursuant to Item 9.01 (Financial Statements and Exhibits), a copy of the plan as conﬁrmed;
(4)the number of shares or other units of the registrant or its parent issued and outstanding, the number reserved for future issuance in respect of claims and interests ﬁled and allowed under the plan, and the aggregate total of such numbers; and
(5)information as to the assets and liabilities of the registrant or its parent as of the date that the order conﬁrming the plan was entered, or a date as close thereto as practicable.
1.The information called for in paragraph (b)(5) of this Item 1.03 may be presented in the form in which it was furnished to the court or governmental authority.
2.With respect to
(b) of this Item with respect to the sponsor, depositor, servicer contemplated by Item 1108(a)(3) of Regulation AB (17 CFR 229.1108(a) (3)), trustee, signiﬁcant obligor, enhancement or support provider contemplated by Items 1114(b) or 1115 of Regulation AB (17 CFR 229.1114(b) or 229.1115) or other material party contemplated by Item 1101(d)(1) of Regulation AB (17 CFR 1101(d)(1)). Terms used in this Instruction 2 have the same meaning as in Item 1101 of Regulation AB (17 CFR 229.1101).
Item 1.04 Mine Safety – Reporting of Shutdowns and Patterns of Violations.
(a)If the registrant or a subsidiary of the registrant has received, with respect to a coal or other mine of which the registrant or a subsidiary of the registrant is an operator
•an imminent danger order issued under section 107(a) of the Federal Mine Safety and Health Act of 1977 (30
•a written notice from the Mine Safety and Health Administration that the coal or other mine has a pattern of violations of mandatory health or safety standards that are of such nature as could have signiﬁcantly and substantially contributed to the cause and eﬀect of coal or other mine health or safety hazards under section 104(e) of such Act (30 U.S.C. 814(e)); or
•a written notice from the Mine Safety and Health Administration that the coal or other mine has the potential to have such a pattern, disclose the following information:
(1)The date of receipt by the issuer or a subsidiary of such order or notice.
(2)The category of the order or notice.
(3)The name and location of the mine involved.
Instructions to Item 1.04.
1.The term “coal or other mine” means a coal or other mine, as deﬁned in section 3 of the Federal Mine Safety and Health Act of 1977 (30 U.S.C. 802), that is subject to the provisions of such Act (30 U.S.C. 801 et seq).
2.The term “operator” has the meaning given the term in section 3 of the Federal Mine Safety and Health Act of 1977 (30 U.S.C. 802).
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.
If the registrant or any of its subsidiaries consolidated has completed the acquisition or disposition of a signiﬁcant amount of assets, otherwise than in the ordinary course of business, or the acquisition or disposition of a signiﬁcant amount of assets that constitute a real estate operation as deﬁned in §
(a)the date of completion of the transaction;
(b)a brief description of the assets involved;
(c)the identity of the person(s) from whom the assets were acquired or to whom they were sold and the nature of any material relationship, other than in respect of the transaction, between such person(s) and the registrant or any of its aﬃliates, or any director or oﬃcer of the registrant, or any associate of any such director or oﬃcer;
(d)the nature and amount of consideration given or received for the assets and, if any material relationship is disclosed pursuant to paragraph (c) of this Item 2.01, the formula or principle followed in determining the amount of such consideration;
(e)if the transaction being reported is an acquisition and if a material relationship exists between the registrant or any of its aﬃliates and the source(s) of the funds used in the acquisition, the identity of the source(s) of the funds unless all or any part of the consideration used is a loan made in the ordinary course of business by a bank as deﬁned by Section 3(a)(6) of the Act, in which case the identity of such bank may be omitted provided the registrant:
(1)has made a request for conﬁdentiality pursuant to Section 13(d)(1)(B) of the Act; and
(2)states in the report that the identity of the bank has been so omitted and ﬁled separately with the Commission; and
(f)if the registrant was a shell company, other than a business combination related shell company, as those terms are deﬁned in Rule
1.No information need be given as to:
(i)any transaction between any person and any
(ii)any transaction between two or more
(iii)the redemption or other acquisition of securities from the public, or the sale or other disposition of securities to the public, by the issuer of such securities or by a
2.The term acquisition includes every purchase, acquisition by lease, exchange, merger, consolidation, succession or other acquisition, except that the term does not include the construction or development of property by or for the registrant or its subsidiaries or the acquisition
of materials for such purpose. The term disposition includes every sale, disposition by lease, exchange, merger, consolidation, mortgage, assignment or hypothecation of assets, whether for the beneﬁt of creditors or otherwise, abandonment, destruction, or other disposition.
3.The information called for by this Item 2.01 is to be given as to each transaction or series of related transactions of the size indicated. The acquisition or disposition of securities is deemed the indirect acquisition or disposition of the assets represented by such securities if it results in the acquisition or disposition of control of such assets.
4.An acquisition or disposition will be deemed to involve a signiﬁcant amount of assets:
(i)if the registrant’s and its other subsidiaries’ equity in the net book value of such assets or the amount paid or received for the assets upon such acquisition or disposition exceeded 10 percent of the total assets of the registrant and its consolidated subsidiaries;
(ii)if it involved a business (see 17 CFR
(iii)in the case of a business development company, if the amount paid for such assets exceeded 10 percent of the value of the total investments of the registrant and its consolidated subsidiaries.
The aggregate impact of acquired businesses are not required to be reported pursuant to this Item 2.01 unless they are related businesses (see 17 CFR
5.Attention is directed to the requirements in Item 9.01 (Financial Statements and Exhibits) with respect to the ﬁling of:
(i)ﬁnancial statements of businesses or funds acquired;
(ii)pro forma ﬁnancial information; and
(iii)copies of the plans of acquisition or disposition as exhibits to the report.
Item 2.02 Results of Operations and Financial Condition.
(a)If a registrant, or any person acting on its behalf, makes any public announcement or release (including any update of an earlier announcement or release) disclosing material
(1)the information is provided as part of a presentation that is complementary to, and initially occurs within 48 hours after, a related, written announcement or release that has been furnished on Form
(2)the presentation is broadly accessible to the public by
(3)the ﬁnancial and other statistical information contained in the presentation is provided on the registrant’s website, together with any information that would be required under 17 CFR 244.100; and
(4)the presentation was announced by a widely disseminated press release, that included instructions as to when and how to access the presentation and the location on the registrant’s website where the information would be available.
1.The requirements of this Item 2.02 are triggered by the disclosure of material
2.The requirements of paragraph (e)(1)(i) of Item 10 of Regulation
3.Issuers that make earnings announcements or other disclosures of material
4.This Item 2.02 does not apply in the case of a disclosure that is made in a quarterly report ﬁled with the Commission on Form
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
(a)If the registrant becomes obligated on a direct ﬁnancial obligation that is material to the registrant, disclose the following information:
(1)the date on which the registrant becomes obligated on the direct ﬁnancial obligation and a brief description of the transaction or agreement creating the obligation;
(2)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 registrant to recover from third parties; and
(3)a brief description of the other terms and conditions of the transaction or agreement that are material to the registrant.
(b)If the registrant becomes directly or contingently liable for an obligation that is material to the registrant arising out of an
(1)the date on which the registrant becomes directly or contingently liable on the obligation and a brief description of the transaction or agreement creating the arrangement and obligation;
(2)a brief description of the nature and amount of the obligation of the registrant under the arrangement, including the material terms whereby 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 registrant to recover from third parties;
(3)the maximum potential amount of future payments (undiscounted) that the registrant may be required to make, if diﬀerent; and
(4)a brief description of the other terms and conditions of the obligation or arrangement that are material to the registrant.
(c)For purposes of this Item 2.03, direct ﬁnancial obligation means any of the following:
(2)a ﬁnance lease obligation means a payment obligation under a lease that would be classiﬁed as a ﬁnance lease pursuant to FASB ASC Topic 842, Leases, as may be modiﬁed or supplemented;
(3)an operating lease obligation means a payment obligation under a lease that would be classiﬁed as an operating lease pursuant to FASB ASC Topic 840, as may be modiﬁed or supplemented; or
(d)For purposes of this Item 2.03,
(1)Any obligation under a guarantee contract that has any of the characteristics identiﬁed in FASB ASC paragraph
(2)A retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets;
(3)Any obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument, except that it is both indexed to the registrant’s own stock and classiﬁed in stockholders’ equity in the registrant’s statement of ﬁnancial position, and therefore excluded from the scope of FASB ASC Topic 815, Derivatives and Hedging, pursuant to FASB ASC subparagraph
(4)Any obligation, including a contingent obligation, arising out of a variable interest (as deﬁned in the FASB ASC Master Glossary), as may be modiﬁed or supplemented) in an unconsolidated entity that is held by, and material to, the registrant, where such entity provides ﬁnancing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and development services with, the registrant.
(e)For purposes of this Item 2.03,
1.A registrant has no obligation to disclose information under this Item 2.03 until the registrant enters into an agreement enforceable against the registrant, whether or not subject to conditions, under which the direct ﬁnancial obligation will arise or be created or issued. If there is no such agreement, the registrant must provide the disclosure within four business days after the occurrence of the closing or settlement of the transaction or arrangement under which the direct ﬁnancial obligation arises or is created.
2.A registrant must provide the disclosure required by paragraph (b) of this Item 2.03 whether or not the registrant is also a party to the transaction or agreement creating the contingent obligation arising under the
3.In the event that an agreement, transaction or arrangement requiring disclosure under this Item 2.03 comprises a facility, program or similar arrangement that creates or may give rise to direct ﬁnancial obligations of the registrant in connection with multiple transactions, the registrant shall:
(i)disclose the entering into of the facility, program or similar arrangement if the entering into of the facility is material to the registrant; and
(ii)as direct ﬁnancial obligations arise or are created under the facility or program, disclose the required information under this Item 2.03 to the extent that the obligations are material to the registrant (including when a series of previously undisclosed individually immaterial obligations become material in the aggregate).
4.For purposes of Item 2.03(b)(3), the maximum amount of future payments shall not be reduced by the eﬀect of any amounts that may possibly be recovered by the registrant under recourse or collateralization provisions in any guarantee agreement, transaction or arrangement.
5.If the obligation required to be disclosed under this Item 2.03 is a security, or a term of a security, that has been or will be sold pursuant to an eﬀective registration statement of the registrant, the registrant is not required to ﬁle a Form
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an
(a)If a triggering event causing the increase or acceleration of a direct ﬁnancial obligation of the registrant occurs and the consequences of the event, taking into account those described in paragraph (a)(4) of this Item 2.04, are material to the registrant, disclose the following information:
(1)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;
(2)a brief description of the triggering event;
(3)the amount of the direct ﬁnancial obligation, as increased if applicable, and the terms of payment or acceleration that apply; and
(4)any other material obligations of the registrant 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.
(b)If a triggering event occurs causing an obligation of the registrant under an