(b) The Companys Quarterly Reports on Form
10-Q
for the fiscal
quarters ended March 31, 2018 and June 30, 2018, filed with the Commission on May 9, 2018 and August 8, 2018, respectively;
(c) The
Companys Current Reports on Form
8-K
filed with the Commission on March 6, 2018 (as amended May 18, 2018), June 12, 2018, and June 29, 2018; and
(d) The description of the Companys Common Stock contained in the Registration Statement on Form
8-A
as filed
with the Commission on May 6, 1991, and as amended on May 23, 1991, including any amendments or reports filed for the purpose of updating the description of our Common Stock that is incorporated by reference therein.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date
hereof and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters the securities covered hereby then remaining unsold shall also be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof commencing on the respective dates on which such documents are filed.
Item 6.
|
Indemnification of Directors and Officers.
|
Article Fifth of our Second Restated Certificate of Incorporation, as amended, provides that our directors shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the directors duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith
that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware (the
DGCL
), or (iv) for any transaction in which the director
derived an improper personal benefit.
Under Section 145 of the DGCL, the Company has broad powers to indemnify its directors and officers against
liabilities that they may incur in such capacities. As such, our Amended and Restated Bylaws provide for indemnification of our directors and officers.
As permitted by Section 145 of the DGCL, Article IV of our Amended and Restated Bylaws provides that we shall indemnify our officers and directors to the
fullest extent permitted by the DGCL and that expenses incurred by any such person in defending a proceeding shall be paid by the Company in advance of the final disposition of such proceeding.
We maintain policies of insurance under which the directors and officers of the Company are insured, within the limits and subject to the limitations of the
policies, against certain expenses in connection with the defense of actions, suits or proceedings, and certain liabilities which might be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of being or
having been such directors or officers.
In addition, the Company has entered into indemnification agreements whereby it has agreed to indemnify its
officers and directors for specific liabilities that they may incur in such capacities.