Legal Form 8-K

LEGAL FORM 8-K

This Current Report on Form 8-K is being filed by Registrant Name: , Commission File Number: , State of Incorporation/Organization: . Principal executive offices located at:

Date of Report (Date of earliest event reported):

RECITALS

WHEREAS, the Registrant is subject to the reporting obligations applicable to registrants under the securities laws and is required to file a Current Report on Form 8-K to disclose material events and corporate developments in a timely manner; and

WHEREAS, on or about , the Registrant became aware of the occurrence described herein that may be material to holders of the Registrant's securities; and

WHEREAS, the Registrant hereby files this Form 8-K to disclose the facts and attach exhibits as required by applicable reporting rules and to provide notice of the events set forth below.

NOW, THEREFORE, the Registrant reports the following:

ITEMS BEING REPORTED

The Registrant provides notice that the following Items are included in this Form 8-K (check all that apply):

Item 1.01 — Entry into a Material Definitive Agreement Item 2.02 — Results of Operations and Financial Condition Item 5.02 — Departure or Election of Directors or Officers Item 9.01 — Financial Statements and Exhibits

1. ITEM 1.01 — MATERIAL DEFINITIVE AGREEMENT

Description of Agreement: The Registrant entered into a material agreement (the "Agreement") with Counterparty Name: . The Agreement is effective as of . The Agreement governs the parties' respective rights and obligations with respect to the subject matter described below.

Exhibit Filed Herewith: Exhibit Number contains a copy of the Agreement. The foregoing description is qualified in its entirety by reference to the full text of the Agreement contained in the exhibit.

2. ITEM 2.02 — RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Summary Disclosure: The Registrant hereby furnishes earnings release or other materials reporting results of operations and financial condition for the period ended . The information furnished pursuant to this Item should not be deemed "filed" for purposes of certain liability provisions.

3. ITEM 5.02 — DEPARTURE OR ELECTION OF DIRECTORS OR OFFICERS

Officer or Director Affected: Name ; Title/Position: ; Effective Date:

4. ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS

The following exhibits are furnished as part of this Report. Provide the exhibit number and a brief description for each exhibit included.

NOTICES

All notices required or permitted under this Form 8-K shall be in writing and shall be delivered to the Registrant at the following address for purposes of notices:

MISCELLANEOUS PROVISIONS

Governing Law: This Form 8-K, and any matter, dispute or proceeding arising out of or relating to the statements made herein, shall be governed by and construed in accordance with the laws of the State of , without regard to rules governing choice of law.

Entire Agreement: This Form 8-K, together with any exhibits and attachments hereto, constitutes the entire disclosure by the Registrant with respect to the matters set forth herein and supersedes any prior disclosures or agreements specifically relating to such matters.

Severability: If any provision of this Form 8-K is held to be invalid, illegal or unenforceable in any respect, such provision shall be severed and the remaining provisions shall remain in full force and effect.

Amendments and Waiver: No amendment or waiver of any provision of this Form 8-K shall be effective unless in writing and signed by an authorized representative of the Registrant. Failure to enforce any provision shall not constitute a waiver of future enforcement.

Counterparts: This Form 8-K may be executed in counterparts, each of which shall be considered an original and all of which together shall constitute one and the same instrument.

REPRESENTATIONS AND WARRANTIES

By signing below, each signatory represents and warrants that he or she is duly authorized to execute and deliver this Form 8-K on behalf of the party for which he or she signs, that the information contained herein is true and correct in all material respects to the best of such signatory's knowledge as of the date hereof, and that the execution and delivery of this Form 8-K will not constitute a breach of any contract or agreement binding on such party.

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