TM Copyright 2008 R&W Software. All Rights Reserved. - 1 - AIRS Demo Presentation R & W Software STAIRS The Securities Tracking & Automated Insider Reporting

Copyright 2008 R&W Software. All Rights Reserved.

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TM

AIRS Demo PresentationR & W Software

STAIRSThe Securities Tracking &

AutomatedInsider Reporting System


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TM

AIRS Demonstration Topics

• STAIRS Main Switchboard (jump)• Identifying Insiders to AIRS (jump)• Specifying Company Data (jump)• Specifying Securities Data (jump)• Entering EDGAR Information (jump)• Entering Holdings Information (jump)• Filing a Form 4 (jump)


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TMThe STAIRS Main Switchboard

The System Navigation Hub

This is the STAIRS Main Switchboard screen. It is the navigation hub for the system. From the Switchboard, we can select any of the AIRS functions as well as switching among the multiple AIRS databases that the system can support.

Let’s click on Database Information to begin the process of identifying our insiders to the system.

click

Throughout this tutorial, you will be seeing these items with the white background. They are “help” tips that will pop up whenever the cursor is parked over a button or over a field. The tip will show the function of the button or the purpose of the field.


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TM Identifying Insiders to AIRS – Slide 1

Selecting the Insiders

William Avery is one of our insiders, so we highlight his name by clicking on it. Then we click Select Item to see more detailed information for Mr. Avery.

Our company has 5 insiders and we will proceed to identify each of them to the system. The other persons in the database, although not insiders, are participants in the company’s stock option programs.

Click to highlight

Then click


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Flagging the Insiders

Here is the detailed information about Mr. Avery. After clicking on the Change radio button, we check the Insider box to flag Mr. Avery as such. Then click the Save button, then Return to the database tree view.

Click to allow change

Return Save

Check


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Flagging the Remaining Insiders

We will now go ahead and repeat this process for our 4 remaining insiders:

Edith Binns

Leroy Butler

Bruce Day

Albert Erickson

When done Exit Exit


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Defining a Filter to Show & Report on Insiders Only

Let’s now utilize the STAIRS filtering capability so that only our insiders show up in the database tree and in reports that AIRS generates.

Click on Select/Find Participants


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Here is the window for establishing filters. As you can see, there are many parameters that can be used. For this example we are going to define the filter such that only insiders are selected.

We first click on the Add New Record button. Then we assign a name to our filter. Then check the Insiders Only box. Then Save. Then Apply the filter. Then Return.

Assign a name Check

New Record Return Save Apply


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After returning to the Main Switchboard and clicking on Database Information, we now see in the tree view only our 5 insiders.

Exit to the Main Switchboard.


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TMSpecifying Company Data – Slide 1

Entering Company Identification Information

At the Main Switchboard, we click on Maintain Tables, then click on Company.


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TM Specifying Company Data – Slide 2

Entering Company Identification Information

Enter the Company Name as you want it to appear on reports

Here we can enter in the User Defined Title fields, common dates that will likely be associated with our insiders.

We also enter the information necessary to identify our company to the SEC’s EDGAR website.

Then we Save and Return to the Table Maintenance window.

Return Save


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TMSpecifying Securities Data – Slide

1Entering Information Regarding the Company’s

Securities

Now click on Company Security


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TM Specifying Securities Data – Slide 2

Entering Common Stock – a Non-Derivative Security

At this time, we will define a non-derivative security to the system. Enter the Underlying Security name. We also enter a long description for it.

Then Save, and the system shows the name in the box which lists all of the company’s securities. Since this is the first one we have defined, it’s the only one listed.

Save


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Entering a Non-Derivative Security

Now let’s define another non-derivative security to the system, our preferred stock.

Click on the New button. Then enter the Underlying Security name. We also enter a long description for it.

Then Save, and the system adds the name to the list of company securities.

New Save

List of company securities


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Defining a Derivative Security

First, click on the New button. Then let’s enter the information for common stock to be awarded under our ISO Plan 2003.

Then Save.

New Save


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Entering a Footnote to a Derivative Security

After the Save we see that the Option 2003 derivative has been added to our list of securities.

Here we will begin the steps to enter a footnote for this derivative security. Highlight the security in the list of securities box. Then click on the Footnote button. This results in green asterisks next to those fields that can be footnoted. Now we click on the green asterisk next to Exercisable Date.

List of company securities

Click Click


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Next we enter the text of the footnote in the Footnote box and then enter a short Recall Description then click Save.

We then see that the recall description we entered appears in the list of footnotes that can be attached to Exercisable Date.

List of footnotes


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Next we click the Attach Footnote box. Then Save. We now see that there is a Yes indication next to the footnote verifying that it has been attached to the Exercisable Date field.

Then click Return

Return Save


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Note that the asterisk next to Exercisable Date is now blue indicating that a footnote is attached. Now we enter the Expires date, the C/E price and the ratio of Underlying Shares to Shares. Then Save. Then let’s Return to the Main Switchboard.

Enter data

Return Save


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TM Entering EDGAR Information – Slide 1

At the Main Switchboard, we click on Database Information and highlight William Avery’s record. Then click on Select Item.

These will be the steps we follow anytime we wish to make a change to any insider information such as address or adding securities.

Click


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TM Entering EDGAR Information – Slide 2

Entering Filing Information for an Insider

Next we click on the Change radio button, then click the AIRS tab.

Let’s now enter Mr. Avery’s CIK number, his CIK Confirmation Code hihpp5p$ and his EDGAR file name (EFN).

Mr. Avery, being the CEO, is a company officer, so we click that box and enter his title.

After saving, we click on Add Security.

AIRS tab

Save

Click


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TM Entering Holdings Information – Slide 1

Indicating Common Stock as an Insider’s Holdings

Now we see the list of all of the company’s securities that we have defined to the system.

We want to let the system know that Mr. Avery has holdings in common stock, so we double click on Common and then click on Save

.


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Indicating Common Stock as an Insider’s Holdings

The system now recognizes that Mr. Avery does have a holding in common stock. Note that the D identifies the stock as directly held.

Next we click on Add Transactions in order to enter his opening balance of stock.

Directly held indicator


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Entering the Amount of Common Stock Holdings

This window shows Mr. Avery’s Table I (i.e. non-derivative) transactions.

We click on Opening Balance.


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Entering the Amount of Common Stock Holdings

We will now enter Mr. Avery’s holdings of 10,205 shares of common and enter the Effective Date.

Then Save and Return.

Return Save


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Entering a Derivative Security Holding

Mr. Avery was just awarded a grant and will need a new insider security to reflect this holding.

After returning to the Database Information screen, we highlight Mr. Avery, then Select Item, then click on Add Security to arrive at the screen shown here.

An opening balance or a Form 3 transaction are used to report holdings. Now we are about to enter a new transaction for an insider that has previously done reporting. This transaction is needed since acquisitions and dispositions must be reported within two working days of their occurrence.

Now we double click on the Option 2003 security.


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Entering a Derivative Security Holding

Here is Mr. Avery’s expanded tree information showing his derivative and non-derivative holdings.

Note that the font in the database tree is now larger and thus easier to read than in previous slides. We have used the sizing arrows to enlarge the font size.

Sizing Arrows

Non-derivative

Derivative


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Entering a Derivative Security Transaction

Now we want to enter an Option 2003 transaction.

So, we highlight that line and click on Select Item.

Click


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We see that the system has highlighted his Option 2003 holding.

Next, click on Add Transactions.


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Mr. Avery has a grant of 1,000 shares. We enter the Transaction Date. Enter Tran Code A from the pull-down list. Enter the amount of shares in the Derivative Amt. Field.

Note that the Window heading is Table II. Also note that underlying shares have been calculated based upon the ratio we had entered previously.

We then Save which activates the Footnote button and cascades down the indication that Exercisable date is footnoted.

Now Return to the Database Information tree.

Save


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TM Filing a Form 4 – Slide 1

We’re now going to file a Form 4 for Mr. Avery. So, let’s select his line in the database tree and then click Select Item

Click


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TM Filing a Form 4 – Slide 2

Next click the Forms 3, 4, & 5 button


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TMFiling a Form 4 – Slide 3

The AIRS EdgarOnline Screen

Here is the AIRS EdgarOnline screen. Since this is the first time we’ve done this, we must enter the information for your contact person including their CIK and password used in your company to do submissions. Note: do not use the CIK and Pswd information that is shown in this sample screen shot.

We enter the Earliest Transaction date. The Submission Status is set to Test as this will be a test transmission.

We want to confirm that the selected form for AVERYW is a Form 4.

Then click Continue Test Submission


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Entering a Derivative Security to Our Insider

The system next prompts us with some questions.

We respond Yes that we’re creating a new Primary Document and No there are no additional attachments.


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TMFiling a Form 4 – Slide 5Preview of the Form 4 (top portion)

We now see a preview of the Form 4 that we will be submitting.


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TMFiling a Form 4 – Slide 6Preview of the Form 4 (lower portion)

Using the scroll bar, we can view the lower portion

Click on Exit/Close to return to EdgarOnline

Here is our comment.


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Connecting to the SEC Online Forms Website

Since the form prepared for the test submission was OK, we can now proceed to connect to the SEC Online Forms website. If you are connected to the Internet, continue.

We now click on SEC Online Forms.


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SEC EDGAR OnlineForms Website

STAIRS automatically connects to the SEC’s web site through your live Internet connection. It will automatically log you in to the site using the CIK and password that we previously set up for the contact person.

Next click on Transmit XML Submission.


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Next, click on the link to Transmit as a Test Submission


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Now we enter the file name, or alternatively we can Browse for it in our STAIRS\Filings folder.

Note that the file name contains the component SubmissionWA.xml. The WA comes from the EFN data that we had previously entered for Mr. Avery.

Next, click Transmit Test Submission.


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We next get this response from EDGAR. The accession number will later be used to retrieve the submission information.

Then click Done.


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Next click on Retrieve/Edit Data


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After you respond to the prompts for your CIK and CCC, then Continue, this screen is presented.

Next, we click on Retrieve Submission Information


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After clicking on Get Submission Information we see this screen.

Now we click on Accession Number.


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Here is page 1 of the results of our test submission.

It is suspended because it’s a test submission (all such are suspended)

We see Invalid Reporting File Number because this person has never before posted a live filing.


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After scrolling down, we see the remaining information.

For this EDGAR example we had used a live CIK number for which the issuer name is Sobol Arnold D , i.e. the issuer. This is the name the SEC associates with the CIK number and that is why we don’t see Widgets, Inc.

It also ignored the reporting owner field for the same reason.


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Hit the return arrow 3 times to return to this screen

Next we’ll click on Retrieve Return Copies

Then we’ll follow the prompts to complete the download process. Save the file in STAIRS/Filings


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TM Filing a Form 4 – Slide 18Preview the Submission File That Was Returned by

the SEC

After logging off EDGAR at bottom of left column and closing its window, we’re back at STAIRS EdgarOnline.

Now let’s take a look at our returned submission.

Click


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TM Filing a Form 4 – Slide 19Preview the Submission File That Was Returned by

the SEC

Here is the top portion of our returned submission showing all of the data we had provided for Mr. Avery.

Note that his name and the issuer name does not appear. This is as explained back on “Slide 16”, owing to our having used a test CIKs for the insider and the issuer. These are the names the SEC has on file.

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TM Copyright 2008 R&W Software. All Rights Reserved. - 1 - AIRS Demo Presentation R & W Software STAIRS The Securities Tracking & Automated Insider Reporting