Post by dmdmd1 on May 27, 2013 17:35:36 GMT -5
If Insider Trading is proven, the consequences are jail time for all the entities that are listed, and disgorgement of three times all the profits that were achieved through insider trading.
The following excerpt explains Insider Trading more fully:
www.spartech.com/investors/insider-trading.html
"Statement of Policy Regarding Securities Trades by Company Personnel ("Insider Trading Policy")
For a PDF version, click here.
(Effective March 1, 2003)
The Reasons For An Insider Trading Policy
The Federal securities laws prohibit the purchase or sale of securities by persons who are aware of material nonpublic information about a company, as well as the disclosure of material nonpublic information about a company to others who then trade in the company’s securities. These transactions are commonly known as “insider trading.”
Insider trading violations are pursued vigorously by the Securities and Exchange Commission and the U.S. Attorneys and are punished severely. While the regulatory authorities concentrate their efforts on individuals who trade, or who tip inside information to others who trade, the Federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by company personnel.
The Company’s Board of Directors has adopted this Statement of Policy Regarding Securities Trades by Company Personnel, which is referred to hereafter as the Company’s “Insider Trading Policy,” both to satisfy the Company’s obligation to prevent insider trading and to help Company personnel avoid the severe consequences associated with violations of the insider trading laws. For purposes of this policy, “Company” includes both Spartech Corporation and its subsidiaries.
This Insider Trading Policy also is intended to prevent even the appearance of improper conduct on the part of anyone employed by or associated with the Company, not just so-called “insiders.” We have all worked hard over the years to establish our reputation for integrity and ethical conduct, and we cannot afford to have that reputation damaged.
The Consequences of An Insider Trading Violation
The consequences of an insider trading violation can be severe:
On Traders. Company personnel (or their tippees) who trade on inside information are subject to the following penalties:
• A civil penalty of up to three times the profit gained or loss avoided;
• A criminal fine of up to $1,000,000 (no matter how small the profit); and
• A jail term of up to ten years.
On Tippers. An employee who communicates, or “tips,” inside information to a person who then trades is subject to the same penalties as the tippee, even if the employee did not trade and did not profit from the tippee’s trading.
On Control Persons. The Company and its supervisory personnel, if they fail to take appropriate steps to prevent illegal insider trading, are subject to the following penalties:
• A civil penalty of up to $1,000,000 or, if greater, three times the profit gained or loss avoided as a result of the employee’s violation; and
• A criminal penalty of up to $2,500,000.
Additional Sanctions By The Company. An employee’s failure to comply with the Company’s insider trading policy may subject the employee to Company-imposed sanctions, including termination of employment for cause, whether or not the employee’s failure to comply results in a violation of law. Needless to say, a violation of law, or even an SEC investigation that does not result in prosecution, can tarnish one’s reputation and irreparably damage a career.
Persons Subject to Insider Trading Policy
So long as you are a director, officer or employee of the Company, this Insider Trading Policy applies to:
• You,
• Your family members who reside with you, and
• Any family members who do not live in your household but whose transactions in Company securities are directed by you or are subject to your influence or control (such as parents or children who consult with you before they trade in company securities)
As a director, officer or employee, you are responsible for the transactions of these other persons and therefore you should make them aware of the need to confer with you before they trade in the Company’s securities. As used in this Insider Trading Policy, “you” means anyone subject to this Insider Trading Policy.
If you are in possession of material nonpublic information when you cease being a director, officer or employee, this Insider Trading Policy will continue to apply until that information has become public or is no longer material.
Specific Restrictions
No Trading or Acting on Inside Information
If you are aware of material nonpublic information relating to the Company, you may not, either directly or through family members or other persons or entities:
• Buy or sell securities of the Company (other than pursuant to a pre-approved trading plan that complies with SEC Rule 10b5-1), or
• Engage in any other action to take personal advantage of that information, or
• Pass that information on to others outside the Company, including family and friends.
Also, if you learn of material nonpublic information about another company with which the Company does business, including a customer or supplier, you may not trade in the other company’s securities until the information becomes public or is no longer material.
Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are not exempted from the policy. The securities laws do not recognize such mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct.
When Information Becomes Public. Information is not deemed to become “public” until the information has been disclosed broadly to the marketplace (such as by Company press release or an SEC filing) and the investing public has had time to absorb the information fully. To avoid the appearance of impropriety, information will not be considered fully absorbed by the marketplace until the third trading day after the day the information has been publicly disclosed. However, if the information is announced before the New York Stock Exchange opens for that day, the day of the announcement will be deemed the first full trading day."
Read more: kodak.boards.net/index.cgi?action=display&board=general&thread=5668&page=1#41344#ixzz2UXFIuBHV
The following excerpt explains Insider Trading more fully:
www.spartech.com/investors/insider-trading.html
"Statement of Policy Regarding Securities Trades by Company Personnel ("Insider Trading Policy")
For a PDF version, click here.
(Effective March 1, 2003)
The Reasons For An Insider Trading Policy
The Federal securities laws prohibit the purchase or sale of securities by persons who are aware of material nonpublic information about a company, as well as the disclosure of material nonpublic information about a company to others who then trade in the company’s securities. These transactions are commonly known as “insider trading.”
Insider trading violations are pursued vigorously by the Securities and Exchange Commission and the U.S. Attorneys and are punished severely. While the regulatory authorities concentrate their efforts on individuals who trade, or who tip inside information to others who trade, the Federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by company personnel.
The Company’s Board of Directors has adopted this Statement of Policy Regarding Securities Trades by Company Personnel, which is referred to hereafter as the Company’s “Insider Trading Policy,” both to satisfy the Company’s obligation to prevent insider trading and to help Company personnel avoid the severe consequences associated with violations of the insider trading laws. For purposes of this policy, “Company” includes both Spartech Corporation and its subsidiaries.
This Insider Trading Policy also is intended to prevent even the appearance of improper conduct on the part of anyone employed by or associated with the Company, not just so-called “insiders.” We have all worked hard over the years to establish our reputation for integrity and ethical conduct, and we cannot afford to have that reputation damaged.
The Consequences of An Insider Trading Violation
The consequences of an insider trading violation can be severe:
On Traders. Company personnel (or their tippees) who trade on inside information are subject to the following penalties:
• A civil penalty of up to three times the profit gained or loss avoided;
• A criminal fine of up to $1,000,000 (no matter how small the profit); and
• A jail term of up to ten years.
On Tippers. An employee who communicates, or “tips,” inside information to a person who then trades is subject to the same penalties as the tippee, even if the employee did not trade and did not profit from the tippee’s trading.
On Control Persons. The Company and its supervisory personnel, if they fail to take appropriate steps to prevent illegal insider trading, are subject to the following penalties:
• A civil penalty of up to $1,000,000 or, if greater, three times the profit gained or loss avoided as a result of the employee’s violation; and
• A criminal penalty of up to $2,500,000.
Additional Sanctions By The Company. An employee’s failure to comply with the Company’s insider trading policy may subject the employee to Company-imposed sanctions, including termination of employment for cause, whether or not the employee’s failure to comply results in a violation of law. Needless to say, a violation of law, or even an SEC investigation that does not result in prosecution, can tarnish one’s reputation and irreparably damage a career.
Persons Subject to Insider Trading Policy
So long as you are a director, officer or employee of the Company, this Insider Trading Policy applies to:
• You,
• Your family members who reside with you, and
• Any family members who do not live in your household but whose transactions in Company securities are directed by you or are subject to your influence or control (such as parents or children who consult with you before they trade in company securities)
As a director, officer or employee, you are responsible for the transactions of these other persons and therefore you should make them aware of the need to confer with you before they trade in the Company’s securities. As used in this Insider Trading Policy, “you” means anyone subject to this Insider Trading Policy.
If you are in possession of material nonpublic information when you cease being a director, officer or employee, this Insider Trading Policy will continue to apply until that information has become public or is no longer material.
Specific Restrictions
No Trading or Acting on Inside Information
If you are aware of material nonpublic information relating to the Company, you may not, either directly or through family members or other persons or entities:
• Buy or sell securities of the Company (other than pursuant to a pre-approved trading plan that complies with SEC Rule 10b5-1), or
• Engage in any other action to take personal advantage of that information, or
• Pass that information on to others outside the Company, including family and friends.
Also, if you learn of material nonpublic information about another company with which the Company does business, including a customer or supplier, you may not trade in the other company’s securities until the information becomes public or is no longer material.
Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are not exempted from the policy. The securities laws do not recognize such mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct.
When Information Becomes Public. Information is not deemed to become “public” until the information has been disclosed broadly to the marketplace (such as by Company press release or an SEC filing) and the investing public has had time to absorb the information fully. To avoid the appearance of impropriety, information will not be considered fully absorbed by the marketplace until the third trading day after the day the information has been publicly disclosed. However, if the information is announced before the New York Stock Exchange opens for that day, the day of the announcement will be deemed the first full trading day."
Read more: kodak.boards.net/index.cgi?action=display&board=general&thread=5668&page=1#41344#ixzz2UXFIuBHV