LEGALIZACIÓN DE LA EMPRESA

All proxy materials filed with the SEC, whether preliminary or definitive, must include a cover page in the form set forth in Schedule 14A identifying the filing party and the nature of the filing (e.g., pre- liminary proxy statement, definitive proxy materials), and explaining the payment of the filing fee in cases where a fee is required.SeeRule 14a-6 of Regulation 14A.

The SEC’s EDGAR system is a helpful resource in obtaining examples of disclosure used by other companies for similar matters. If the matter requires SEC review, using these examples may facilitate prompt SEC clearance.

1. Preliminary proxy materials

Rule 14a-6(a) of Regulation 14A requires preliminary proxy soliciting materials to be filed with the SEC at least ten days prior to the date they are first sent or given to shareholders. The rule states that a shorter period may be authorized upon a showing of good cause.

There is no filing requirement for preliminary proxy materials that relate to an annual meeting at which only the following “routine” matters will be considered:

Š the election of directors;

Š the approval or ratification of independent auditors;

Š shareholder proposals submitted in accordance with Rule 14a-8 of Regulation 14A (the proxy rule governing the submission of proposals by shareholders);

Š the approval or ratification of benefit plans, or any amendment thereto, that falls within restrictions imposed by the federal securities laws; and

Š shareholder advisory votes, such as say on pay votes and say on pay frequency votes.

Each preliminary proxy filing must include the preliminary proxy statement, the preliminary form of proxy and any other soliciting material. In addition, the preliminary proxy materials must be filed elec- tronically and clearly marked “Preliminary Copies” and accompanied by a statement of the date on which definitive copies of such preliminary materials are intended to be provided to security holders. There are no filing fees for proxy statements unless the proxy materials relate to an acquisition, merger or similar transaction.

Under the proxy rules, the SEC has ten days following the filing to advise the company if it intends to commence a complete review of the proxy materials. If the company is not notified by the SEC within ten days of filing that a review is being undertaken, the company is free to distribute the proxy materials to its shareholders without further consultation with the SEC. Nevertheless, because the SEC does not provide notice if no review is to be undertaken, it is advisable to contact the SEC to confirm that the SEC will not review the filing or that the review is complete before materials are sent to shareholders.

2. SEC review

If the SEC elects to undertake a complete review of the preliminary proxy materials, the review period may take up to 30 days or more. The SEC’s review of preliminary proxy materials focuses on the company’s compliance with the proxy rules and the regulations contemplated thereby. The SEC’s authority does not extend to any consideration of the fairness or the merits of a proposal. If a company anticipates that a preliminary proxy filing will be required, the timetable for holding the annual meeting should allow for the 30 or more day review period as well as additional time to respond to the SEC’s comments. In addition, the preliminary materials should be filed as early as possible to allow sufficient time to revise the proxy statement in response to comments from the SEC and still be able to mail the materials to shareholders within the timetable established to hold the annual meeting.

3. Revised proxy materials

Upon review, the SEC may require substantive changes to be made to the preliminary proxy materi- als. In such event, revised materials must be submitted to the SEC prior to distributing definitive cop- ies of the proxy materials to shareholders. The filing of revised proxy materials does not recommence the ten-day time period unless the revised materials contain material revisions or material new pro- posals that constitute a fundamental change in the proxy materials. If the revisions to the proxy materials are material or material new proposals are included, the final proxy materials must be reviewed and cleared by the SEC before they are delivered to shareholders. Rule 14a-6(h) of Regu- lation 14A requires that any revised or amended proxy material filed with the SEC be marked, by underscoring or some other appropriate manner, to indicate clearly and precisely the changes effected therein.

4. Definitive proxy materials

Definitive proxy materials relating to an annual meeting at which only routine matters are to be considered must be filed with the SEC no later than the date the materials are first sent or given to shareholders. See Rule 14a-6(b) of Regulation 14A. Like the preliminary filing requirements, the company must electronically file the proxy statement, proxy card and all other soliciting material, in the form in which such material is furnished to shareholders, on the date they are first mailed to shareholders. The proxy rules require that companies file three copies of the definitive proxy materials with each national securities exchange on which the company has a class of securities listed or registered. Definitive proxy materials must also be accompanied by a statement of the date on which copies of such materials were provided to security holders, or, if not yet provided, the date on which copies thereof are intended to be released. The AMEX and Nasdaq allow proxy materials filed with the SEC electronically to satisfy the company’s filing requirements with these organizations. The NYSE’s electronic filing provisions do not include proxy materials and require listed companies to file hard copies of all proxy materials directly with the NYSE.

5. EDGAR

Since 1993, the SEC has required public companies to submit at least some of the documents they file with the SEC electronically via the EDGAR system, and by 1999, all domestic companies were subject to electronic filing requirements. With a few limited exceptions, generally relating to con- fidential proxy materials for business combinations and the company’s annual report to shareholders, all proxy materials must be submitted to the SEC electronically through EDGAR.

Regulation S-T, the rule specifically requiring electronic filing, contains numerous rules and regu- lations governing electronic filings through EDGAR, including the requirement that first-time filers obtain EDGAR access codes and corporate account numbers, requirements related to signatures filed electronically and the format of documents filed electronically, among others. Filers should contact their RR Donnelley representative for further information relating to these rules and preparing docu- ments for electronic filing.