Certain Circumstances

The benefits under Rule 144 of a shortened holding period (six months instead of one year) and reliance on the rule by affiliates of a reporting company are available only to stockholders of companies who are “subject to”, that is, required to file reports with the SEC, or a mandatory filer. A majority of companies filing reports with the SEC will have a combination of “333” and “000” SEC file number prefixes. A company’s file number prefixes can be found in the right hand column of the company’s EDGAR System index page. You can search for your issuing company’s index page at: www.sec.gov/edgar/searchedgar/companysearch.html. A company with a “000” or “001” prefix is required to file, a mandatory filer – “subject to” filing reports. A company with only “333” prefixes is a mandatory filer for only the balance of the fiscal year in which a registration statement on Form S-1 is declared effective, including post-effective amendments, or for any fiscal year on the first day of which it has 300 or more stockholders of record. The only publicly available information about stockholders of record can be found in Item 5 of the most recent annual report on Form 10-K.  Otherwise, a company with a “333” prefix is a voluntary filer. For purposes of Rule 144, a voluntary reporting company is treated as a non-reporting company and an one year holding period is required to rely on Rule 144.