21 unchanged sentences
The Company's internal control over financial reporting includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions of the Company;
−Removed: (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;
−Removed: and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.
+Added: (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consoldiated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;
+Added: and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the consolidated financial statements.
A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
1 unchanged sentence
Additionally, in designing disclosure controls and procedures, our management was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.
−Removed: The design of any
−Removed: disclosure controls and procedures is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
+Added: The design of any disclosure controls and procedures is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
As a result of these inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
6 unchanged sentences
Sand /s/Dean J.
−Removed: President and Chief Executive Officer Chief Financial Officer
+Added: Chief Executive Officer President and Chief Financial Officer
Other Information
5 unchanged sentences
Business - Executive Officers of the Registrant.”
−Removed: Compliance with Section 16(a) of the Exchange Act
−Removed: The information required by this item is contained under the section captioned “Section 16(a) Beneficial Ownership Reporting Compliance” included in the Company’s Proxy Statement and is incorporated herein by reference.
Audit Committee Matters and Audit Committee Financial Expert
The Company has a separately designated standing Audit Committee, which as of September 30, 2022 was composed of Directors Stoney, Smith, and Suter.
−Removed: Each member of the Audit Committee is “independent” as defined in the Nasdaq Stock Market listing standards.
+Added: All members of the Audit Committee (i) are independent as defined under Rule 4200(a)(15) of the Nasdaq Marketplace Rules;
+Added: (ii) meet the criteria for independence set forth in SEC Rule 10A-3(b)(1);
+Added: (iii) have not participated in the preparation of the financial statements of the Company or any of its current subsidiaries at any time during the past three years;
+Added: and (iv) are able to read and understand fundamental financial statements, including our balance sheet, income statement, and cash flow statement.
The Company’s Board of Directors has designated Directors Stoney and Suter as the Audit Committee financial experts, as defined in the SEC’s Regulation S-K.
−Removed: Directors Stoney, Smith, and Suter are independent as that term is used in Item 7(c) of Schedule 14A promulgated under the Exchange Act.
+Added: Additional information concerning the Audit Committee is included in the Company’s Proxy Statement and is incorporated herein by reference.
Code of Ethics
42 unchanged sentences
10.3 2003 Stock Option Plan ( 7 )
−Removed: 10.4 Form of Incentive Stock Option Agreement ( 6 )
−Removed: 10.5 Form of Non-qualified Stock Option Agreement ( 7 )
−Removed: 10.6 Form of Management Recognition and Development Award Agreement ( 7)
10.7 Employment Agreement with Michael R.
25 unchanged sentences
(5) Incorporated by reference to the Registrant's Current Report on Form 8-K filed April 16, 2007.
+Added: (6) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1997.
(7) Incorporated by reference to the Registrant's 2004 Annual Meeting Proxy Statement dated December 24, 2003.
−Removed: (7) Incorporated by reference to Exhibit 99.2 included in the Registrant’s Registration Statement on Form S-8(333-116163).
−Removed: (8) Incorporated by reference to the Registrant’s Current Report of Form 8-K filed on March 29, 2013.
+Added: (8) Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 29, 2013.
+Added: (9) Incorporated by reference to the Registrant's Current Report on Form 8-K filed on May 27, 2022.
(10) Attached as Appendix A to the Registrant's Annual Meeting Proxy Statement filed on December 19, 2014.
7 unchanged sentences
/s/Michael R.
−Removed: President and Chief Executive Officer
+Added: Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
1 unchanged sentence
/s/Michael R.
−Removed: Sand President, Chief Executive Officer and December 8, 2021
+Added: Sand Chief Executive Officer and December 9, 2022
Sand Director
1 unchanged sentence
Parker Chairman of the Board December 9, 2022
−Removed: Brydon Chief Financial Officer December 8, 2021
+Added: Brydon President and Chief Financial Officer December 9, 2022
Brydon (Principal Financial and Accounting Officer)
4 unchanged sentences
Smith Director December 9, 2022
−Removed: Director _______ __, 2021
+Added: /s/Michael J.
+Added: Stoney Director December 9, 2022
Suter Director December 9, 2022
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.