Form SEC 617 SEC 617 Form 11-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
GENERAL INSTRUCTIONS
A.

Rule as to Use of Form 11-K

This Form shall be used for annual reports pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (“Exchange Act”) with respect to employee stock purchase, savings and
similar plans, interests in which constitute securities registered under the Securities Act of 1933.
This Form also shall be used for transition reports filed pursuant to Section 15(d) of the Act. Such
a report is required to be filed even though the issuer of the securities offered to employees
pursuant to the plan also files annual reports pursuant to Section 13(a) or 15(d) of the Exchange
Act. However, attention is directed to Rule 15d-21 (§240.15d-21), which provides that in certain
cases the information required by this Form may be furnished with respect to the plan as a part of
the annual report of such issuer. Reports on this Form shall be filed within 90 days after the end
of the fiscal year of the plan, provided that plans subject to the Employee Retirement Income
Security Act of 1974 (“ERISA”) shall file the plan financial statements within 180 days after the
plan’s fiscal year end.
B.

C.

Application of General Rules and Regulations.
(a)

The General Rules and Regulations under the Exchange Act contain requirements
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.

(b)

Particular attention is directed to Regulation 12B, which contains general
requirements regarding matters such as the kind and size of paper to be used, the
legibility of the report, and the filing of the report. The definitions contained in Rule
12b-2 (§240.12b-2) should be especially noted. See also Regulation 15D.

(c)

Four complete copies of each report on this Form, including exhibits and all papers
and documents filed as a part thereof, shall be filed with the Commission. At least
one of the copies filed shall be manually signed. Copies not manually signed shall
bear typed or printed signatures.

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 12b-12 (§240.12b-12). The

SEC 617 (7-22)

Potential persons who are to respond to the collection of information contained in this Form
are not required to respond unless the Form displays a currently valid OMB control number.

report may omit the text of Form 11-K specifying the information required provided the answers
thereto are prepared in the manner specified in Rule 12b-13 (§240.12b-13).
D.

Incorporation of Information in Report to Employees.

Any financial statements contained in any plan annual report to employees covering the
latest fiscal year of the plan may be incorporated by reference from such document in response to
part or all of the requirements of this Form, provided such financial statements substantially meet
the requirements of this Form and provided that such document is filed as an exhibit to this report
on Form 11-K.
E.

Electronic Filers.

Reports on this Form must be filed in electronic format. See Rule 101(a)(xxvi) of
Regulation S-T (§232.101(a)(xxvi) of this chapter).
F.

Interactive Data.

All financial statements and schedules required to be included on this report on Form 11-K,
including any financial statements and schedules included as an exhibit to this report pursuant to
General Instruction D, must be provided as an Interactive Data File in accordance with Rule 405
of Regulation S-T (§232.405 of this chapter).

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FORM 11-K
(Mark One)
□

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended
OR

□

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from

to

Commission file number
A.

Full title of the plan and the address of the plan, if different from that of the issuer named
below:

B.

Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office:
REQUIRED INFORMATION
The following financial statements shall be furnished for the plan:

1.
An audited statement of financial condition as of the end of the latest two fiscal
years of the plan (or such lesser period as the plan has been in existence).
2.
An audited statement of comprehensive income (either in a single continuous
financial statement or in two separate but consecutive financial statements; or a statement of net
income if there was no other comprehensive income) and changes in plan equity for each of the
latest three fiscal years of the plan (or such lesser period as the plan has been in existence).
3.
The statements required by Items 1 and 2 shall be prepared in accordance with the
applicable provisions of Article 6A of Regulation S-X (17 CFR 210.6A-01—.6A-05).
4.
In lieu of the requirements of Items 1-3 above, plans subject to ERISA may file
plan financial statements and schedules prepared in accordance with the financial reporting
requirements of ERISA. To the extent required by ERISA, the plan financial statements shall be
examined by an independent accountant, except that the “limited scope exemption” contained in
Section 103(a)(3)(C) of ERISA shall not be available.
Note: A written consent of the accountant is required with respect to the plan annual
financial statements which have been incorporated by reference in a registration statement on Form

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S-8 under the Securities Act of 1933. The consent should be filed as an exhibit to this annual report.
Such consent shall be currently dated and manually signed.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees
(or other persons who administer the employee benefit plan) have duly caused this annual report
to be signed on its behalf by the undersigned hereunto duly authorized.

(Name of Plan)
Date
(Signature) *
*Print name and title of the signing official under the signature.

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