The Direct Registration System (also known as “DRS”) is a system for book-entry ownership.  DRS offers investors and shareholders an alternative to receiving a physical certificate, by allowing  the shares to be record, held and transferred electronically on the books of the company or its transfer agent.  For our DRS eligible issuers, Securities Transfer Corporation (“STC”) registers shares electronically on the books and records and sends out initial transaction confirmation statements, as well as annual DRS statements evidencing the shareholder or investors asset.  Shareholders choosing to hold their assets in DRS will still receive dividend/interest payments, proxy materials and information mailings directly.  DRS holders can also request a certificate representing their shares be printed at any time.

The Benefits of DRS

  1. Direct Registration System relieves the shareholder of the worry and responsibility of keeping track of valuable share certificates, not to mention the time and expense of replacing them if they are lost or stolen.
  2. Traditional voting and other rights and benefits as a shareholder remain the same.
  3. Physical share certificates representing all or a portion of the book-entry shares can be requested at any time.
  4. For safekeeping, existing physical share certificates can be converted to book-entry share ownership.
  5. Book-entry shares can be transferred without surrendering a physical share certificate.
  6. All or some of the shares held by a broker can be transferred electronically to Direct Registration.
  7. All or some of the book-entry shares can be transferred electronically from DRS to a broker and from a broker into DRS.
  8. Book-entry through the Direct Registration System is the new standard in share ownership.
  9. It is in line with the U.S. Securities Industry’s overall movement towards statement-based share ownership, and has the support and approval of both the Securities and Exchange Commission and the New York Stock Exchange.
  10. It reduces overall printing and distribution costs to the Company.

To Electronically Transfer DRS Shares To Your Broker

If you elect to transfer Direct Registration shares from Securities Transfer Corporation to your Broker, you must do the following things:

  1. Send DRS Form and payment to STC.  STC cannot process a DRS deposit request without written instruction and payment of the transfer fee.
  2. Contact your broker and find out the requirements to move your shares to complete this request.
  3. Once you have the requirements, instruct your broker-dealer to electronically move your security to your account at the broker-dealer.
  4. Ensure that your broker-dealer sends an electronic message to Securities Transfer Corporation via the DRS Profile System.

Securities Transfer Corporation will then electronically transfer your shares to your broker.

Broker/Dealer Eligibility

  1. The broker or clearing agent must be a DTC Participant.
  2. The broker or clearing agent must have a PSP (Profile Surety Program) number for purposes of initiating share movements.
  3. The broker or clearing agent must have the capability to honor investor requests for a DRS position.

Tracking Shares

Any movement of book-entry shares in or out of a Direct Registration account will be reported by a transaction statement mailed within approximately three business days of the transaction. A yearly account statement will be issued from Securities Transfer Corporation.

Selling Direct Registration Shares Through a Bank or Broker

Shareholders can have sales handled by a broker/dealer by instructing Securities Transfer Corporation in writing to transfer the book-entry shares electronically to the shareholders broker/dealer account. This will avoid delays in completing transactions through the broker/dealer. The transaction statement confirming the Direct Registration transaction will contain forms and instructions on how to add the information to the shareholders broker/dealer account. The transfer form requires a Medallion Signature Guarantee available from most financial institutions, such as a commercial bank, trust company, national bank, credit union, brokerage firm, etc., or a if a non U.S. Resident by certification or notary and/or bank guarantee, or by a consulate or an embassy. Share certificates can also be obtained by contacting Securities Transfer Corporation, who will deliver the share certificate to the broker/dealer for sale.

Medallion Signature Guarantee

A Medallion Signature Guarantee is part of the Medallion Stamp Program. This is a program approved by the Securities Transfer Association that enables participating financial institutions to guarantee signatures. The Medallion programs ensure that the individual signing the certificate or stock power is in fact the registered owner, as it appears on the stock certificate or stock power. Any U.S. financial institution that belongs to a Medallion Stamp Program can provide Medallion Guarantees. Such institutions include banks, savings and loans, credit unions and U.S. brokerages.

Physical Share certificate

To request a physical share certificate representing all or a portion of the Company’s book-entry shares at any time, contact Securities Transfer Corporation via phone, at their website or via written instructions by mail. A physical certificate will be mailed within approximately two business days of the receipt of the request and transfer fee.

Convert Certificated Shares to Direct Registration Shares

Stock certificates are still valid and no action needs to be taken. To convert existing physical certificates to book-entry shares, send the physical share certificate(s) along with a letter of instruction to Securities Transfer Corporation and appropriate fee. No endorsements on the certificates are required. The method of delivery of certificates is at the shareholders election and risk. If delivered by mail, we recommend registered or certified mail.

Transfer Direct Registration Shares

The requirements for transferring book-entry shares are the same as for shares represented by a physical share certificate (including a Medallion Signature Guarantee) except that with Direct Registration, there is no certificate to surrender. For instructions on how to transfer shares, call Securities Transfer Corporation at 1-800-780-1920, or shareholders outside of the U.S. and Canada can call 1-469-633-0101. Companies that are DRS eligible will automatically use Direct Registration unless specific instructions are given to issue a physical certificate.

Transfer Shares To or From a Broker

Shares held by a broker to can be transferred to Direct Registration electronically by contacting a stockbroker and instructing the broker to transfer all or some of your shares through the Direct Registration System. In order to transfer shares to a brokerage account, the appropriate broker/dealer information must be added to your shareholder account. Any transfer of shares from the account requires a Medallion Signature Guarantee. This requirement helps to protect the shareholders from an unauthorized transfer of book-entry shares.

There seems to be a little confusion on the processing of Direct Registration transactions. The brokers must use DTC’s Direct Registration System Profile Modification by Participant (DRSP) function that allows the Broker/Dealer to either electronically:

Move shares to the Transfer Agent to set up a DRS account for the benefit of an investor by: a WT by Transfer or

Transfer an investor’s designated shares to its DTC Bank/Broker Dealer account: Profile Transaction

As the Broker you should have a DRS statement from the shareholder indicating the account that the shares should be withdrawn from. Securities Transfer Corporation requests notification from the shareholder that they are moving their shares (a letter of instruction) with their signature Medallion guaranteed and a transfer fee.

If there are any questions on how to process these transactions, please call DTC at 888-382-2721

You can print out a DRS Form here