various disclosures made by the Registrant in this Form 8-K and in the Registrant's other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect the Registrant's business.
Note: Information in this report furnished pursuant to Item 7 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this current report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this current report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this current report contains is material investor information that is not otherwise publicly available.
SECTION 8. Other Events
Mr. Harmel S. Rayat, a shareholder of the Company owning in excess of 10% of the Companys issued and outstanding shares and a former officer and director of the Company has informed the Company that he has entered into a written stock trading plan in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934. The trading plan will become effective on February 1, 2011. Under this plan, a copy of which was provided to the Company, Mr. Rayat may sell, prior to January 31, 2012 up to 2,300,000 shares of the Companys common stock he acquired from the Company. The shares which Mr. Rayat proposes to sell are the subject of a registration statement declared effective by the Securities and Exchange Commission on May 28, 2010. Under the terms of the trading plan, on any trading day on which shares of the Companys common stock is traded, Mr. Rayat may only sell up to 1,500 shares of stock for every fifty (50,000) thousand shares (or portion thereof) of the Companys stock reported as having been traded on that day. Currently, Mr. Rayat reports beneficial ownership of 25,099,660 shares of the Companys common stock.
Rule 10b5-1 allows persons who may be considered insiders to establish written pre-arranged stock trading plans when they do not have material, non-public information. The plans establish predetermined trading parameters that do not permit the person adopting the plan to exercise any subsequent influence over how, when or whether to effect trades. Implementation of these plans seeks to avoid concerns about executing stock transactions while in possession of material, non-public information. The plan also permits corporate officers and directors to gradually diversify their investment portfolios and may minimize the market impact of stock trades by spreading them over an extended period of time.
SECTION 9. Financial Statements and Exhibits