Modification or exchange of securities. If action is to be taken with respect to the modification of any class of securities of the registrant , or the issuance or authorization for issuance of securities of the registrant in exchange for outstanding securities of the registrant furnish the following information:. If securities are to be issued in exchange for outstanding securities, state the title and amount of securities to be so issued, the title and amount of outstanding securities to be exchanged therefor and the basis of the exchange.
If the existing security is presently listed and registered on a national securities exchange , state whether the registrant intends to apply for listing and registration of the new or reclassified security on such exchange or any other exchange. If the registrant does not intend to make such application, state the effect of the termination of such listing and registration. Financial and other information. See Notes D and E at the beginning of this Schedule. If action is to be taken with respect to any matter specified in Item 11 or 12, furnish the following information:.
The information required pursuant to paragraph a of this Item may be incorporated by reference into the proxy statement as follows:. The registrant may incorporate by reference any of the information required by paragraph a of this Item, provided that the information is contained in an annual report to security holders or a previously-filed statement or report, such report or statement is delivered to security holders with the proxy statement and the requirements of paragraph c are met.
Registrants eligible to incorporate by reference into the proxy statement the information required by paragraph a of this Item in the manner specified by paragraphs b 1 and b 2 may do so only if:. Instructions to Item Notwithstanding the provisions of this Item, any or all of the information required by paragraph a of this Item not material for the exercise of prudent judgment in regard to the matter to be acted upon may be omitted. In the usual case the information is deemed material to the exercise of prudent judgment where the matter to be acted upon is the authorization or issuance of a material amount of senior securities, but the information is not deemed material where the matter to be acted upon is the authorization or issuance of common stock , otherwise than in an exchange, merger, consolidation, acquisition or similar transaction, the authorization of preferred stock without present intent to issue or the authorization of preferred stock for issuance for cash in an amount constituting fair value.
In order to facilitate compliance with Rule a of Regulation S-X, one copy of the definitive proxy statement filed with the Commission shall include a manually signed copy of the accountant's report. If the financial statements are incorporated by reference, a manually signed copy of the accountant's report shall be filed with the definitive proxy statement. Notwithstanding the provisions of Regulation S-X, no schedules other than those prepared in accordance with Rules , and or, for management investment companies , Rules through of that regulation need be furnished in the proxy statement.
Unless registered on a national securities exchange or otherwise required to furnish such information, registered investment companies need not furnish the information required by paragraph a 2 or 3 of this Item.
If the registrant submits preliminary proxy material incorporating by reference financial statements required by this Item, the registrant should furnish a draft of the financial statements if the document from which they are incorporated has not been filed with or furnished to the Commission. A registered investment company need not comply with items a 2 , a 3 , and a 5 of this Item Mergers, consolidations, acquisitions and similar matters.
See Notes A and D at the beginning of this Schedule. Instructions to Item 1. The financial information in paragraphs b 8 - 11 of this Item for the acquiring company and the target need not be provided; and. The information in paragraph c 2 of this Item for the target company need not be provided.
In transactions in which the consideration offered to security holders consists wholly of securities exempt from registration under the Securities Act of or a combination of exempt securities and cash, information about the acquiring company required by paragraph c 1 of this Item need not be provided if only the security holders of the acquiring company are voting, unless the information is material to an informed voting decision.
If only the security holders of the target company are voting, information about the target company in paragraph c 2 of this Item need not be provided. The information required by paragraphs b 8 - 11 and c need not be provided if the plan being voted on involves only the acquiring company and one or more of its totally held subsidiaries and does not involve a liquidation or a spin off.
If the financial statements are incorporated by reference, a signed copy of the accountant's report must be filed with the definitive proxy statement. If the preliminary proxy material incorporates by reference financial statements required by this Item, a draft of the financial statements must be furnished to the Commission staff upon request if the document from which they are incorporated has not been filed with or furnished to the Commission.
If action is to be taken with respect to any of the following transactions, provide the information required by this Item:. Provide the following information for each of the parties to the transaction unless otherwise specified:. The name, complete mailing address and telephone number of the principal executive offices. A brief description of the general nature of the business conducted. A statement as to whether any federal or state regulatory requirements must be complied with or approval must be obtained in connection with the transaction and, if so, the status of the compliance or approval.
In a table designed to facilitate comparison, historical and pro forma per share data of the acquiring company and historical and equivalent pro forma per share data of the target company for the following Items:. For a business combination, present the financial information required by paragraphs b 9 and b 10 only for the most recent fiscal year and interim period.
For a combination between entities under common control, present the financial information required by paragraphs b 9 and b 10 except for information with regard to book value for the most recent three fiscal years and interim period.
For purposes of these paragraphs, book value information need only be provided for the most recent balance sheet date. Calculate the equivalent pro forma per share amounts for one share of the company being acquired by multiplying the exchange ratio times each of:. Unless registered on a national securities exchange or otherwise required to furnish such information, registered investment companies need not furnish the information required by paragraphs b 8 and b 9 of this Item.
Present any Article 11 information required with respect to transactions other than those being voted upon where not incorporated by reference together with the pro forma information relating to the transaction being voted upon. In presenting this information, you must clearly distinguish between the transaction being voted upon and any other transaction. If current pro forma financial information with respect to all other transactions is incorporated by reference, you need only present the pro forma effect of this transaction.
However, financial statements need only be presented for the latest two fiscal years and interim periods. If the acquiring company or the acquired company is an investment company registered under the Investment Company Act of or a business development company as defined by Section 2 a 48 of the Investment Company Act of , provide the following information for that company instead of the information specified by paragraph c of this Item:.
Unless registered on a national securities exchange or otherwise required to furnish such information, registered investment companies need not furnish the information required by paragraphs d 6 , d 7 and d 8 of this Item. Acquisition or disposition of property.
If action is to be taken with respect to the acquisition or disposition of any property, furnish the following information:. To the extent practicable, outline briefly the facts bearing upon the question of the fairness of the consideration. Restatement of accounts. If action is to be taken with respect to the restatement of any asset, capital, or surplus account of the registrant furnish the following information:.
Tabular presentation of the amounts shall be made when appropriate, particularly in the case of recapitalizations. Action with respect to reports. If action is to be taken with respect to any report of the registrant or of its directors, officers or committees or any minutes of a meeting of its security holders, furnish the following information:. Matters not required to be submitted. If action is to be taken with respect to any matter which is not required to be submitted to a vote of security holders, state the nature of such matter, the reasons for submitting it to a vote of security holders and what action is intended to be taken by the registrant in the event of a negative vote on the matter by the security holders.
Amendment of character, bylaws or other documents. If action is to be taken with respect to any amendment of the registrant 's charter , bylaws or other documents as to which information is not required above, state briefly the reasons for and the general effect of such amendment. Where the matter to be acted upon is the classification of directors, state whether vacancies which occur during the year may be filled by the board of directors to serve only until the next annual meeting or may be so filled for the remainder of the full term.
Attention is directed to the discussion of disclosure regarding anti-takeover and similar proposals in Release No. Other proposed action. If action is to be taken on any matter not specifically referred to in this Schedule 14A, describe briefly the substance of each such matter in substantially the same degree of detail as is required by Items 5 to 19, inclusive, of this Schedule, and, with respect to investment companies registered under the Investment Company Act of , Item 22 of this Schedule.
Registrants required to provide a separate shareholder vote pursuant to section e 1 of the Emergency Economic Stabilization Act of 12 U. Voting procedures. As to each matter which is to be submitted to a vote of security holders, furnish the following information:.
A That is an affiliated person of the Fund;. B That is an affiliated person of such person; or. C An affiliated person of which is an affiliated person of the Fund, its investment adviser, principal underwriter , or Administrator. A Share the same investment adviser or principal underwriter ; and. B Hold themselves out to investors as related companies for purposes of investment and investor services. A Hold themselves out to investors as related companies for purposes of investment and investor services; or.
B Have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other Funds. Furnish the following information in the proxy statement of a Fund or Funds:. The Fund should provide a copy of the annual report and the most recent semi-annual report succeeding the annual report, if any, to the requesting shareholder by first class mail, or other means designed to assure prompt delivery, within three business days of the request.
Where approval is sought only for a change in asset breakpoints for a pre-existing fee that would not have increased the fee for the previous year or have the effect of increasing fees or expenses, but for any other reason would not be reflected in a pro forma fee table , describe the likely effect of the change in lieu of providing pro forma fee information. An action would indirectly establish or increase a fee or expense where, for example, the approval of a new investment advisory contract would result in higher custodial or transfer agency fees.
The tables should be prepared in a manner designed to facilitate understanding of the impact of any change in fees or expenses. Identify the parties, state the consideration, the terms of payment and describe any arrangement or understanding with respect to the composition of the board of directors of the Fund or of the investment adviser, or with respect to the selection of appointment of any person to any office with either such company.
Transactions involving securities in an amount not exceeding one percent of the outstanding securities of any class of the investment adviser or any of its Parents or Subsidiaries may be omitted. If action is to be taken with respect to the election of directors of a Fund, furnish the following information in the proxy statement in addition to, in the case of business development companies, the information and in the format required by Item 7 and Item 8 of this Schedule 14A.
Furnish information with respect to a prospective investment adviser to the extent applicable. If the solicitation is made by or on behalf of a person other than the Fund or an investment adviser of the Fund, provide information only as to nominees of the person making the solicitation. For example, when furnishing information in a table, you should provide separate tables or separate sections of a single table for directors and nominees who are or would be interested persons and for directors or nominees who are not or would not be interested persons.
When furnishing information in narrative form, indicate by heading or otherwise the directors or nominees who are or would be interested persons and the directors or nominees who are not or would not be interested persons.
No information need be given about any director whose term of office as a director will not continue after the meeting to which the proxy statement relates. Explain in a footnote to the table any family relationship between the persons listed.
No nominee or person chosen to become a director or Officer who has not consented to act as such may be named in response to this Item. If fewer nominees are named than the number fixed by or pursuant to the governing instruments, state the reasons for this procedure and that the proxies cannot be voted for a greater number of persons than the number of nominees named.
State the principal business of any company listed under column 4 unless the principal business is implicit in its name. Include in column 5 the total number of separate portfolios that a nominee for election as director would oversee if he were elected. Indicate in column 6 directorships not included in column 5 that are held by a director or nominee for election as director in any company with a class of securities registered pursuant to section 12 of the Exchange Act 15 U.
Where the other directorships include directorships overseeing two or more portfolios in the same Fund Complex, identify the Fund Complex and provide the number of portfolios overseen as a director in the Fund Complex rather than listing each portfolio separately. When an individual holds the same position s with two or more registered investment companies that are part of the same Fund Complex, identify the Fund Complex and provide the number of registered investment companies for which the position s are held rather than listing each registered investment company separately.
If material , this disclosure should cover more than the past five years, including information about the person's particular areas of expertise or other relevant qualifications. Do not include arrangements or understandings with directors or Officers acting solely in their capacities as such. B An investment company, or a person that would be an investment company but for the exclusions provided by sections 3 c 1 and 3 c 7 of the Investment Company Act of 15 U.
C An investment adviser, principal underwriter , Sponsoring Insurance Company, or affiliated person of the Fund; or. D Any person directly or indirectly controlling , controlled by, or under common control with an investment adviser, principal underwriter , or Sponsoring Insurance Company of the Fund. When an individual holds the same position s with two or more portfolios that are part of the same Fund Complex, identify the Fund Complex and provide the number of portfolios for which the position s are held rather than listing each portfolio separately.
Information should be provided as of the most recent practicable date. Specify the valuation date by footnote or otherwise. If action is to be taken with respect to more than one Fund, disclose in column 2 the dollar range of equity securities beneficially owned by a director or nominee in each such Fund overseen or to be overseen by the director or nominee.
Identify the company in which the director, nominee, or Immediate Family Member of the director or nominee owns securities in column 3. When the company is a person directly or indirectly controlling , controlled by, or under common control with an investment adviser, principal underwriter , or Sponsoring Insurance Company, describe the company's relationship with the investment adviser, principal underwriter , or Sponsoring Insurance Company.
Provide the information required by columns 5 and 6 on an aggregate basis for each director or nominee and his Immediate Family Members. A director, nominee, or Immediate Family Member has an interest in a company if he is a party to a contract, arrangement, or understanding with respect to any securities of, or interest in, the company.
Include the name of each director, nominee, or Immediate Family Member whose interest in any transaction or series of similar transactions is described and the nature of the circumstances by reason of which the interest is required to be described. State the nature of the interest, the approximate dollar amount involved in the transaction, and, where practicable, the approximate dollar amount of the interest.
In computing the amount involved in the transaction or series of similar transactions, include all periodic payments in the case of any lease or other agreement providing for periodic payments. Compute the amount of the interest of any director, nominee, or Immediate Family Member of the director or nominee without regard to the amount of profit or loss involved in the transaction s. As to any transaction involving the purchase or sale of assets, state the cost of the assets to the purchaser and, if acquired by the seller within two years prior to the transaction, the cost to the seller.
Describe the method used in determining the purchase or sale price and the name of the person making the determination. If the proxy statement relates to multiple portfolios of a series Fund with different fiscal years , then, in determining the date that is the beginning of the last two completed fiscal years of the Fund, use the earliest date of any series covered by the proxy statement.
Disclose indirect, as well as direct, material interests in transactions. A person who has a position or relationship with, or interest in, a company that engages in a transaction with one of the persons listed in paragraphs b 8 i through b 8 viii of this Item may have an indirect interest in the transaction by reason of the position, relationship, or interest. The materiality of any interest is to be determined on the basis of the significance of the information to investors in light of all the circumstances of the particular case.
The importance of the interest to the person having the interest, the relationship of the parties to the transaction with each other, and the amount involved in the transaction are among the factors to be considered in determining the significance of the information to investors. No information need be given as to any transaction where the interest of the director, nominee, or Immediate Family Member arises solely from the ownership of securities of a person specified in paragraphs b 8 i through b 8 viii of this Item and the director, nominee, or Immediate Family Member receives no extra or special benefit not shared on a pro rata basis by all holders of the class of securities.
Transactions include loans, lines of credit , and other indebtedness. For indebtedness, indicate the largest aggregate amount of indebtedness outstanding at any time during the period, the nature of the indebtedness and the transaction in which it was incurred, the amount outstanding as of the latest practicable date, and the rate of interest paid or charged.
No information need be given as to any routine , retail transaction. For example, the Fund need not disclose that a director has a credit card, bank or brokerage account, residential mortgage, or insurance policy with a person specified in paragraphs b 8 i through b 8 viii of this Item unless the director is accorded special treatment.
Relationships include:. Include the name of each director, nominee, or Immediate Family Member whose relationship is described and the nature of the circumstances by reason of which the relationship is required to be described. State the nature of the relationship and the amount of business conducted between the director, nominee, or Immediate Family Member and the person specified in paragraphs b 8 i through b 8 viii of this Item as a result of the relationship since the beginning of the last two completed fiscal years of the Fund or proposed to be done during the Fund's current fiscal year.
In computing the amount involved in a relationship, include all periodic payments in the case of any agreement providing for periodic payments.
Disclose indirect, as well as direct, relationships. A person who has a position or relationship with, or interest in, a company that has a relationship with one of the persons listed in paragraphs b 8 i through b 8 viii of this Item may have an indirect relationship by reason of the position, relationship, or interest. In the case of an indirect interest, identify the company with which a person specified in paragraphs b 8 i through b 8 viii of this Item has a relationship; the name of the director, nominee, or Immediate Family Member affiliated with the company and the nature of the affiliation; and the amount of business conducted between the company and the person specified in paragraphs b 8 i through b 8 viii of this Item since the beginning of the last two completed fiscal years of the Fund or proposed to be done during the Fund's current fiscal year.
In calculating payments for property and services for purposes of paragraph b 9 i of this Item, the following may be excluded:. Payments where the transaction involves the rendering of services as a common contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; or. Payments that arise solely from the ownership of securities of a person specified in paragraphs b 8 i through b 8 viii of this Item and no extra or special benefit not shared on a pro rata basis by all holders of the class of securities is received.
No information need be given as to any routine , retail relationship. Information provided under paragraph b 8 of this Item 22 is deemed to satisfy the requirements of Item a of Regulation S-K for information about directors, nominees for election as directors, and Immediate Family Members of directors and nominees, and need not be provided under this paragraph b Include the name of the court where the case is pending, the date instituted, the principal parties, a description of the factual basis alleged to underlie the proceeding, and the relief sought.
For column 1 , indicate, if necessary, the capacity in which the remuneration is received. For Compensated Persons that are directors of the Fund, compensation is amounts received for service as a director. If the Fund has not completed its first full year since its organization, furnish the information for the current fiscal year , estimating future payments that would be made pursuant to an existing agreement or understanding.
Disclose in a footnote to the Compensation Table the period for which the information is furnished. Include in column 2 amounts deferred at the election of the Compensated Person, whether pursuant to a plan established under Section k of the Internal Revenue Code 26 U. Disclose in a footnote to the Compensation Table the total amount of deferred compensation including interest payable to or accrued for any Compensated Person.
Include in columns 3 and 4 all pension or retirement benefits proposed to be paid under any existing plan in the event of retirement at normal retirement date, directly or indirectly, by the Fund or any of its Subsidiaries, or by other companies in the Fund Complex.
Omit column 4 where retirement benefits are not determinable. For any defined benefit or actuarial plan under which benefits are determined primarily by final compensation or average final compensation and years of service, provide the information required in column 4 in a separate table showing estimated annual benefits payable upon retirement including amounts attributable to any defined benefit supplementary or excess pension award plans in specified compensation and years of service classifications.
Also provide the estimated credited years of service for each Compensated Person. Include in column 5 only aggregate compensation paid to a director for service on the board and other boards of investment companies in a Fund Complex specifying the number of such other investment companies.
Specifically include the criteria used to determine amounts payable under any plan , the length of service or vesting period required by the plan , the retirement age or other event that gives rise to payments under the plan , and whether the payment of benefits is secured or funded by the Fund. If the entire board of directors is acting as the Fund's audit committee as specified in section 3 a 58 B of the Act 15 U.
Identify the other standing committees of the Fund's board of directors, and provide the following information about each committee, including any separately designated audit committee and any nominating committee:. In determining whether the nominating committee members are independent, use the Fund's definition of independence that it uses for determining if the members of the nominating committee are independent in compliance with the independence standards applicable for the members of the nominating committee in the listing standards applicable to the Fund.
If the Fund does not have independence standards for the nominating committee, use the independence standards for the nominating committee in the listing standards applicable to the Fund. As CEO of Envy Medical, a medical device and skin care company, he built and led a strong management team through its sale to Allergan Pharmaceuticals in John is a seasoned professional with over 25 years of finance and accounting experience.
He has worked with both large and small companies in medical aesthetics and medical devices, including recent senior leadership positions with Allergan, Skin Medica and Colorescience.
Why I joined miraDry: I love the challenges of small companies, I love working with great people and I love working with undervalued assets. The nimbleness of the small company and the passion and drive of these amazing people will turn miraDry into something incredible! A passionate leader who strives for the highest level of compliance and excellence, while establishing and fostering high-performing teams.
She has over 15 years of experience in the Medical Device industry, with a proven track record of success in driving remediation activities, lifting Warning Letters, integrating Quality Systems for mergers and acquisitions, and maintaining compliance to our ever-changing regulatory environment. Why I joined miraDry: I saw a huge opportunity to help patients that suffer with excessive sweating, coupled with a product that has an exceptional risk profile and effectiveness rate.
An accomplished marketing leader with more than 15 years of commercialization experience in consumer goods, pharmaceuticals and medical devices. She has proven success in launching new products and companies playing an instrumental role in their marketing and growth strategies. Why I joined miraDry: I love an environment that finds success in solving problems by putting people first.
For over 20 years, Sunmi has successfully led clinical and technical teams in medical device markets, such as cardiology, neuroradiology, and aesthetics.
While working side by side with physicians, she found passion in training. With a background in engineering, combined with experience in clinical settings, she develops successful education programs, most recently at miraDry. Her priority is patient safety and achieves this through the highest level of training and education for customers, domestically and internationally. Strong business acumen and entrepreneurial spirit to ignite market share and drive results. Innovative thinker and analyzer with a true passion for problem solving, negotiation management and successful outcomes.
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