The Plan consists in its entirety of the questions and answers appearing below. The Company’s Board of Directors initially approved the Plan on May 17, 1990, and approved amendments to the Plan on February 26, 1997, November 21, 1997, August 24, 2000 and November 18, 2008. The Plan was temporarily suspended on March 14, 2012. The Board of Directors approved reinstatement of the Plan effective as of March 29, 2013.
1.
What is the purpose of the Plan?
The purpose of the Plan is to provide participants with a simple and convenient way to increase their ownership of shares of the Company’s Common Stock by enabling shareholders of record to reinvest their cash dividends and/or make optional cash investments, without payment of any brokerage commission or service charge.
2.
Who administers the Plan?
American Stock Transfer & Trust Company, LLC, Brooklyn, New York (the “Plan Administrator”), administers the Plan for participants, keeps records, sends statements of accounts to participants and performs other duties relating to the Plan. The Plan Administrator purchases shares of Common Stock for use in the Plan and credits the shares to the accounts of the individual participants. Shares of Common Stock purchased under the Plan will be registered in the name of the Plan Administrator (or its nominee) and held by the Plan Administrator for each participant in the Plan.
3.
Who is eligible to participate in the Plan?
All holders of record of shares of the Company’s Common Stock are eligible to participate in the Plan. Beneficial owners of Common Stock whose shares are registered in names other than their own (e.g., broker), must become shareholders of record by having their shares transferred into their name in order to become eligible to participate in the Plan. To do so, beneficial owners should contact the broker holding the shares and either withdraw those shares in certificated form and deposit them with the Plan Administrator under the Share Safekeeping Service (described below), or have the shares electronically transferred to the Plan Administrator to be deposited into the Plan.
The Company reserves the right to exclude any person from participation in the Plan upon giving notice of such exclusion by registered mail sent to such person’s address as reflected on the Plan Administrator’s records. In addition, if it appears to the Company that any person is using or contemplating the use of the optional cash investment mechanism in a manner or with an effect that, in the sole judgment and discretion of the Company, is not in the best interests of the Company or its other shareholders, then the Company may decline to issue all or any portion of the shares of Common Stock for which any optional cash investment by or on behalf of such participant is tendered. Such optional cash investment (or the portion thereof not invested in shares of Common Stock) will be returned by the Plan Administrator as promptly as practicable, without interest.
4.
When can a shareholder join the Plan?
An eligible shareholder can join the Plan at any time. Once in the Plan, the shareholder will remain a participant until he or she terminates participation or sells all shares held in his or her Plan account(s).
BY ENROLLING IN ANY OF THE SERVICES OFFERED UNDER THE PLAN, A SHAREHOLDER IS ACKNOWLEDGING THAT HE OR SHE RECEIVED A PLAN PROSPECTUS AND THAT HE OR SHE AGREES TO THE TERMS AND CONDITIONS CONTAINED HEREIN
.
If a participant enrolls to have dividends reinvested, as discussed in question 7 below, no later than three (3) business days prior to the record date established for a particular dividend, reinvestment will commence with that dividend. Dividend record dates generally have been in the months of March, June, September and
December. Payment dates are generally seven (7) days after the relevant record date. Actual dividend record and payment dates are established by the Company’s Board of Directors.
If a participant enrolls to have dividends reinvested less than three (3) business days prior to the record date established for a particular dividend, then the reinvestment of dividends will not begin until the dividend payment date following the next record date, as applicable.
Any optional cash investments will be invested on the next Investment Date, as described in Question 9.
5.
What are the costs to shareholders who participate in the Plan?
The Company will pay all fees, commissions and expenses in connection with the purchase of shares of Common Stock under the Plan. The Company will also pay all costs of administration of the Plan, except when a participant sells shares held in the Plan on a date other than a designated Investment Date. See Question 17.
6.
How many shares of Common Stock will be purchased for participants?
The number of shares to be purchased for a participant on an Investment Date depends on three factors: (1) the amount of the participant’s dividend (after deducting any required income tax withholding) on his or her Plan shares, (2) the extent of optional cash investments made by the participant (if any), and (3) the price of the shares of Common Stock purchased. Each participant’s account will be credited with that number of shares, including fractions computed to four decimal places, equal to the total amount to be invested divided by the purchase price per share.
The manner in which the Plan operates does not permit the Company to honor a request that a specific number of shares of Common Stock be purchased.
7.
How does a participant enroll to have his or her dividends reinvested?
A participant may enroll to have dividends reinvested by accessing the Plan Administrator’s website, completing the Dividend Reinvestment stub attached to his or her dividend check, or by sending a letter of instruction to the Plan Administrator.
A participant may reinvest his or her entire dividend, or any portion thereof. However, if a participant elects to reinvest only a portion of his or her dividend, a minimum of 10% of his or her dividend must be reinvested. The dividends on
all
shares of Common Stock held by the Plan Administrator will automatically be reinvested, unless the participant (1) selects the “Cash Payments Only” option on the Application Form, (2) notifies the Plan Administrator that he or she wishes to receive cash payments only (which instructions can be changed at any time by providing notice to the Plan Administrator), or submits a request to the Plan Administrator authorizing partial enrollment. Partial enrollments are not currently accepted on the Plan Administrator’s website, and must be submitted to the Plan Administrator in writing.
If the participant has shares of Common Stock other than those held in the Plan (either certificated or book entry), he or she may enroll to have cash dividends on those shares reinvested by logging on to the Plan Administrator’s website and selecting “Shareholder Account Access.” The participant will be prompted to enter his or her ten digit account number (provided on his or her account statement) and social security number (or PIN number, if he or she does not have a social security number). After accessing his or her account, the participant should select “Enroll in Dividend Reinvestment” from the left toolbar. All shares of Common Stock must be deposited with the Plan Administrator before the shares will be eligible for dividend reinvestment.
Funds designated for reinvestment will be applied to the purchase of shares on the open market, from the Company in the form of newly issued shares or from private transactions. Purchases will be made beginning on the Investment Date. The Company will pay all transaction fees associated with purchasing dividend reinvestment shares.
8.
Must a participant reinvest dividends?
No. Dividend Reinvestment is an option offered under the Plan. When a Participant enrolls in the Plan by filling out the Enrollment Application, he or she may indicate whether he or she wants the dividends on the applicable shares reinvested.
If the participant does not indicate a preference, however,
all
dividends on his or her Plan shares will be reinvested.
If the participant chooses to receive cash dividends on all or a portion of his or her shares, the cash dividends can be deposited directly to his or her bank account. If the participant is interested in this option, he or she can contact the Plan Administrator and request forms for Direct Deposit of Dividends. Alternatively, the participant may enroll in the direct deposit option by logging on to the Plan Administrator’s website and selecting “Shareholder Account Access.” After accessing his or her account, the participant should select “Receive Dividends Via Direct Deposit” from the left toolbar. If the participant elects to receive cash dividends and does not enroll in the direct deposit option, his or her dividend payments will be sent by check to the address of record on the account.
9.
How does a participant purchase additional shares?
A participant can purchase additional shares at any time by making an optional cash investment. Optional cash investments have a minimum of $50 and a maximum of $5,000 in any given month. The same amount of money need not be sent for each investment. There is no obligation, however, to make any optional cash investments to participate in the Plan. Each month, any optional cash investment received from a participant at least three (3) business days prior to an Investment Date will be used by the Plan Administrator to purchase additional shares of Common Stock for the account of the participant on the relevant Investment Date. Any optional cash investment not received at least three (3) business days prior to the relevant Investment Date in any month will be used by the Plan Administrator to purchase additional shares for the account of the participant on the Investment Date in the following month. No interest will be paid on optional cash investments held pending investment.
To enroll in the optional cash investment feature online, the Participant should log on to the Plan Administrator's website and select “Shareholder Account Access.” After accessing his or her account, the participant should select “Purchase Additional Shares” from the left toolbar. Enrollment may then be completed in two simple steps.
Optional cash investments may also be mailed to the Plan Administrator with the tear-off portion of the account statement sent in conjunction with each scheduled dividend or purchase transaction advice, or via detailed written instructions.
The participant may also authorize the Plan Administrator, on an enrollment application or the Plan Administrator’s website, to make monthly purchases of a specified dollar amount, paid for by automatic withdrawal from a bank account. Funds will be withdrawn from the designated bank account, via electronic funds transfer (EFT), on the 10
th
day of each month (or the next following business day if the 10
th
is not a business day). To terminate monthly purchases by automatic withdrawal, the participant must send the Plan Administrator written, signed instructions. It is the participant’s responsibility to notify the Plan Administrator if his or her bank information changes.
10.
What is the price a participant will pay for shares?
The Plan Administrator will purchase shares from the Company, to the extent that the Company makes shares available. The Plan Administrator will purchase any other shares required for the Plan in the open market or from private sources. The price of shares purchased from the Company will be the average of the high and low trading prices of the Common Stock on the relevant Investment Date (or the next preceding day on which such prices were reported if no trades occurred on the Investment Date) as reported on the NASDAQ OMX Market System. The price of shares purchased in the open market or from private sources will be the average cost of all shares so purchased in relation to the relevant Investment Date. Purchases of shares in the open market may be made over a period of several days. No shares will be sold under the Plan at less than the par value of such shares.
The purchase price of shares purchased in the open market or from private sources will not be known until the purchase is completed. Participants should be aware that the price may fluctuate during the period between submission of a purchase request, its receipt by the Plan Administrator, and the ultimate purchase.
11.
When is the Investment Date?
For the reinvestment of dividends, the dividend payment date declared by the Company's Board of Directors constitutes the “Investment Date” applicable to the reinvestment of such dividend. For the investment of optional cash investments, the Investment Date will be the 15
th
day of every calendar month except in any month in which the dividend payment date is within five (5) calendar days of such date, in which case the Investment Date for optional cash investments will be the same as the dividend payment date. If any Investment Date falls on a date when the NASDAQ OMX Market System or the Plan Administrator is not regularly open for business, the first day immediately following such date on which the NASDAQ OMX Market System or the Plan Administrator is open shall be the relevant Investment Date.
12.
When will shares be purchased?
Shares acquired from the Company will be purchased for the accounts of the participants as of the close of business on the relevant Investment Date. Shares acquired in the open market or from private sources will be purchased promptly by the Plan Administrator and in no event later than five (5) business days after a relevant Investment Date. These purchases may be made on the NASDAQ OMX Market System or in negotiated transactions, and are subject to such terms and conditions (including price and delivery) as the Plan Administrator may determine to be acceptable. Dividend and voting rights will commence upon settlement, which is normally three (3) business days after the purchase, whether from the Company or any other source. For the purpose of making purchases, the Plan Administrator will commingle each participant’s funds with those of all other participants.
13.
How does a participant keep track of the transactions in his or her account?
The Plan Administrator will mail Plan statements after each dividend. In addition, a purchase transaction advice will be mailed to participants after each optional cash investment purchase, which will include the number of shares purchased and the purchase price of those shares.
These statements are a record of the cost of purchases of shares under the Plan and should be retained for income tax purposes
.
The Participant may also view his or her transaction history online by logging into his or her account on the Plan Administrator's website. Details available online include share price, transaction type and date.
In addition, each participant will receive the same communications as every other shareholder, including the Company’s Annual Report, Notice of Annual Meeting and Proxy Statement.
The Plan Administrator will also provide the necessary Internal Revenue Service information for reporting dividends on shares in a participant’s Plan account(s).
S
hare Safekeeping Service
14.
What is the optional Share Safekeeping Service?
Stock certificates are valuable documents representing an investment interest and ownership in the Company. They should be kept in a secure place where they will be protected from loss, theft or destruction. The Plan’s Share Safekeeping Service provides for such protection of Common Stock certificates by allowing participants to deposit all the Common Stock certificates held by a participant with the Plan Administrator for safekeeping. There is no fee to the participant associated with this service.
If a participant owns shares of the Company’s Common Stock in certificate form, he or she may elect to deposit the shares represented by those stock certificates into his or her Plan account for safekeeping with the Plan Administrator at any time. The Plan Administrator will credit these shares to the Participant’s Plan account, in book entry form, and the original certificates will be destroyed. The participant may request that the Plan Administrator issue a new certificate for any number of whole shares credited to his or her account at any time. Certificates for fractions of shares will not be issued under any circumstances.
Shares deposited for safekeeping will be transferred into the name of the Plan Administrator (or its nominee) and credited to the participant’s account. Certificates deposited with the Plan Administrator for safekeeping are treated in the same manner as shares purchased through the Plan, and may be sold or transferred through the Plan.
To participate in the Share Safekeeping Service, send stock certificates to the Plan Administrator. It is recommended that the Participant send stock certificates via registered mail and insure them for at least 2% of the total value of the shares to protect against loss in transit. THE CERTIFICATES SHOULD NOT BE ENDORSED.
Shares credited to the account of a participant under the Plan may not be pledged as collateral. A participant who wishes to pledge or assign such shares must request that a certificate for such shares be issued to the participant in his or her name.
15.
How does a participant withdraw shares held in his or her Plan account?
A participant may request that the Plan Administrator issue a certificate for some or all of the shares held in his or her Plan account by doing any of the following:
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Log on to the Plan Administrator’s website and select “Shareholder Account Access.” After accessing his or her account, the participant should select “Request a Certificate for D/R Shares” from the left toolbar.
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Call the toll-free telephone number supplied in this Prospectus to access the Plan Administrator’s automated telephone system.
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Complete and sign the tear-off portion of his or her account statement or purchase transaction advice and mail the instructions to the Plan Administrator.
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Certificates will be sent by first class mail, generally within a few days of receiving the participant’s request. There is no charge for this service.
In the event of a transfer of shares from the Plan to a brokerage firm, the brokerage firm must initiate the transaction by contacting the Plan Administrator either in writing or via telephone. Shares transferred to a brokerage firm will be transferred electronically.
16.
How does a participant transfer shares to another person?
Transfers may be made in book-entry form, or a certificate may be issued and sent to the new owner. A participant can also transfer shares to a person who already has a Plan account, or he or she can set up a new Plan account if the person does not have one.
To perform the transfer, the participant should send a written letter of instruction to the Plan Administrator setting forth the full registration name and address, as well as the social security number, of the new owner. The letter should indicate the number of shares (full and fractional, if any) which should be transferred to the new owner. All individuals listed in the account registration must sign the instructions. The signatures must be guaranteed by a bank, broker or financial institution that is a member of a Medallion Signature Guarantee Program.
17.
How does a participant sell shares held in his or her account?
Participants may instruct the Plan Administrator to sell shares held in his or her Plan account by doing any of the following:
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Log on to the Plan Administrator’s website and select “Shareholder Account Access.” After accessing his or her account, the participant should select “Sell D/R Shares” from the left toolbar.
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Call the toll-free telephone number supplied in this Prospectus to access the Plan Administrator’s automated telephone system.
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Complete and sign the tear-off portion of his or her account statement or purchase confirmation transaction advice and mail the instructions to the Plan Administrator.
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The participant may request, in writing, that the Plan Administrator sell shares in conjunction with the purchase transactions occurring on an Investment Date. In this event, the administrative fee and commission associated with selling the shares will be borne by the Company. If a sale is requested on a date other than a designated Investment Date, an administrative fee of $5.00 and commission of $0.10 per share will be assessed to the participant. If there is more than one individual owner on the Plan account, all owners must authorize the transaction and sign the instruction. Proceeds from the sale of shares will be sent to the participant by check along with a Form 1099-B for income tax purposes, generally within four (4) days following the sale.
The Plan Administrator will aggregate all requests to sell shares and then sell the total share amount on the open market through a broker. Sales will generally be made on a daily basis; however, the Plan Administrator may, at its discretion, sell shares less frequently (but no later than five (5) trading days after receipt of a sell request).
The selling price will not be known until the sale is completed. Participants should be aware that the price may fluctuate during the period between a request for sale, its receipt by the Plan Administrator, and the ultimate sale on the open market.
Sale instructions may not be rescinded.
18.
How does a participant close his or her account?
A participant may terminate Plan participation by directing the Plan Administrator to sell all of the shares in his or her account. This can be accomplished by submitting a signed written instruction to the Plan Administrator, completing the tear-off stub on the account statement, or utilizing the Plan Administrator’s website. Participants should follow the sales procedure outlined in question 17 above, making certain to elect the sale of all Plan shares.
Alternatively, the participant may elect to receive a certificate for the whole shares held in his or her Plan account and sell any fractional share remaining. In such case, the participant will receive a check for the net proceeds of the fractional share, less the administrative fee of $5.00 outlined in question 17 above. If the proceeds from the sale of the fractional share are insufficient to cover the administrative fee, a check will not be issued nor will the participant be billed for any additional fee.