Exhibit 99.1
FIRSTPLUS FINANCIAL GROUP, INC.
POLICY AND PROCEDURES GOVERNING SALES AND PURCHASES OF COMPANY SECURITIES BY
INSIDERS
I. PURPOSE
In order to comply with federal and state securities laws governing (a)
trading in an issuer's securities while in the possession of "material
nonpublic information" concerning the issuer, and (b) disclosure of
material nonpublic information about an issuer to outsiders, and in order
to prevent even the appearance of improper insider trading or tipping,
FirstPlus Financial Group, Inc. (the "Company") has adopted this Policy
for all of its directors, officers and employees, their immediate family
members and specially designated outsiders who have access to the
Company's material nonpublic information.
II. SCOPE
A. This Policy covers all directors, officers and employees of the
Company and their immediate family members (collectively referred to
as "Insiders"), and any outsiders whom the Compliance Officer may
designate as Insiders because they have access to material nonpublic
information concerning the Company.
B. Except as provided in Section VI below, this Policy applies to any
and all transactions in the Company's securities, including its
Common Stock and options to purchase Common Stock, and any other
type of securities that the Company may hereafter issue, such as
preferred stock, convertible debentures, warrants and options or
other derivative securities.
C. This Policy will be delivered to all directors, officers, employees
and designated outsiders upon its adoption by the Company, and to
all new directors, officers, employees and designated outsiders at
the start of their employment or relationship with the Company. Upon
first receiving a copy of this Policy or any revised versions, each
Insider must sign an acknowledgment that he or she has received a
copy, confirming agreement to comply with this Policy's terms.
III. INSIDER TRADING COMPLIANCE OFFICER
The Company has designated its Chief Financial Officer as its Insider
Trading Compliance Officer (the "Compliance Officer"). The Compliance
Officer, in consultation with the Company's outside securities counsel
(the "Securities Counsel"), will review and, wherever appropriate, approve
proposed trades by Insiders.
In addition to the trading approval duties described in Section V.C below,
the duties of the Compliance Officer will include the following:
A. Administering this Policy and monitoring and enforcing compliance
with all Policy provisions and procedures;
B. Responding to all inquiries relating to this Policy and its
procedures;
C. Designating and announcing regular and special trading blackout
periods;
D. Providing copies of this Policy and other appropriate materials to
all current and new directors, officers and employees, and such
other persons whom the Compliance Officer determines have access to
material nonpublic information concerning the Company;
E. Administering, monitoring and enforcing compliance with all federal
and state insider trading laws and regulations, including without
limitation Sections 10(b), 16, 20A and 21A of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder, and Rule 144 under the
Securities Act of 1933, as amended; and assisting in the preparation
and filing of all required reports with the Securities and Exchange
Commission (the "SEC") relating to ownership of Company securities,
including without limitation Forms 3, 4, 5 and 144 and Schedules 13D
and 13G under the Exchange Act;
F. Revising this Policy as necessary to reflect changes in federal or
state insider trading laws and regulations; and
G. Maintaining as Company records originals or copies of all documents
required by the provisions of this Policy or the procedures set
forth herein, and copies of all required SEC reports relating to
insider trading, including without limitation Forms 3, 4, 5 and 144
and Schedules 13D and 13G.
The Compliance Officer may designate one or more individuals who may
assist him/her in the performance of his/her duties and/or perform the
Compliance Officer's duties in the event that he/she is unable or
unavailable to perform such duties.
IV. DEFINITION OF "MATERIAL NONPUBLIC INFORMATION"
A. "MATERIAL" INFORMATION
Information about the Company is "material" if it would be expected to
affect the investment or voting decisions of the reasonable shareholder or
investor, or if the disclosure of the information would be expected to
significantly alter the total mix of the information in the marketplace
about the Company. In simple terms, material information is any type of
information that could reasonably be expected to affect the price of
Company securities. While it is not possible to identify all information
that would be deemed "material," the following types of information
ordinarily would be considered material:
o Financial performance, especially quarterly and year-end earnings,
and significant changes in financial performance or liquidity;
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o Potential mergers and acquisitions or the sale of Company assets
or subsidiaries;
o New significant contracts, orders, customers, or finance sources,
or the loss thereof;
o Significant policy pricing changes;
o Stock splits and extraordinary dividends;
o Public or private securities/debt offerings;
o Significant changes in senior management; and
o Actual or threatened major litigation or the resolution of such
litigation.
B. "NONPUBLIC" INFORMATION
Material information is "nonpublic" if it has not been widely disseminated
to the public through major newswire services, national news services and
financial news services. For the purposes of this Policy, information will
be considered public, I.E., no longer "nonpublic," after the close of
trading on the second full trading day following the Company's widespread
public release of the information.
V. STATEMENT OF COMPANY POLICY AND PROCEDURES
A. PROHIBITED ACTIVITIES
1. No Insider may trade in Company securities without following
the procedures set forth in Section V.C below.
2. Except as provided in Section VI below, no Insider may trade
in Company securities while possessing material nonpublic
information concerning the Company. The fact that a trade may
have been approved does not excuse a violation of law. It is
ultimately the Insider's responsibility not to trade in the
Company's securities while in possession of material nonpublic
information concerning it.
3. Except as provided in Section VI below, no Insider may trade
in Company securities during any regular trading blackout
period or during any special trading blackout period
designated by the Compliance Officer.
4. The Compliance Officer may not trade in Company securities
unless the trade has been approved by the Chief Executive
Officer of the Company and Securities Counsel in accordance
with the procedures set forth in Section V.C below.
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5. No Insider may "tip" or disclose material nonpublic
information concerning the Company to any non-Insider
(including analysts, individual investors and members of the
investment community and news media), unless required as part
of that Insider's regular duties for the Company and
authorized by the Compliance Officer and/or the Chief
Executive Officer. In any instance in which such information
is disclosed to outsiders, the Company will take such steps as
are necessary to preserve the confidentiality of the
information, including requiring the outsider to agree in
writing to comply with the terms of this Policy and/or to sign
a confidentiality agreement. All inquiries from outsiders
regarding material nonpublic information about the Company
must be forwarded to the Compliance Officer or the Chief
Executive Officer.
6. No Insider may give trading advice of any kind about the
Company to anyone while possessing material nonpublic
information about the Company, except that Insiders should
advise others not to trade if doing so might violate the law
or this Policy. The Company strongly discourages all Insiders
from giving trading advice concerning the Company to third
parties even when Insiders do not possess material nonpublic
information about the Company.
7. No Insider may trade in any interest or position relating to
the future price of Company securities, such as a put, call or
short sale.
B. TRADING BLACKOUT PERIODS
1. REGULAR TRADING BLACKOUT PERIODS. The Company has established
four regular trading blackout periods annually. These periods
begin 14 days prior to the anticipated date of public
announcement of the Company's results of operations for the
first, second and third calendar quarters and for the full
calendar year and end at the close of the second full trading
day following the date on which such public announcement is
made. The Compliance Officer will announce each regular
trading blackout period prior to its commencement. The dates
of regular trading blackout periods may vary from year to year
depending upon projected public announcement dates, but
generally such periods will occur in March, late April/early
May, late July/early August and late October/early November.
2. SPECIAL TRADING BLACKOUT PERIODS. From time to time, the
Compliance Officer may announce special trading blackout
periods. Such designation may specify the duration of the
period or may require that Insiders refrain from trading in
Company securities until a further announcement that the
special trading blackout period has ended. No Insider may
disclose to any non-Insider that a special trading blackout
period has been designated.
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3. ANNOUNCEMENTS OF TRADING BLACKOUT PERIODS. All regular and
special trading blackout periods and the termination of
special trading blackout periods will be announced by
Company-wide electronic mail.
4. EXCEPTIONS FOR HARDSHIP AND EXPIRING OPTION CASES. The
Compliance Officer may, after consultation with Securities
Counsel, on a case-by-case basis, authorize trading in Company
securities during a trading blackout period due to financial
or other hardships or when an Insider's stock option is about
to expire, but only in accordance with the procedures set
forth in Section V.C.
C. PROCEDURES FOR APPROVAL
1. CLEARANCE BY COMPLIANCE OFFICER. Each proposed trade in
Company securities and each Rule 10b5-1 sales plan proposed to
be adopted by an Insider (referred to in Section VI) must be
approved in writing by the Compliance Officer. A request for
approval must be submitted in writing in the applicable form
attached to this Policy, either in paper or electronically.
The request should be submitted as far in advance of the
proposed trade/adoption as practicable, but in any event
should be submitted not less than two days in advance of the
proposed trade/adoption. The Compliance Officer will consult
with Securities Counsel as he/she believes necessary or
desirable.
2. NO OBLIGATION TO APPROVE TRADES. The existence of the
foregoing approval procedure does not in any way obligate the
Compliance Officer to approve any trades or sales plans. The
Compliance Officer may reject any request in his/her sole
discretion based upon either or both of securities laws
requirements and the Company's business needs.
VI. SALES UNDER RULE 10B5-1 SALES PLANS
Anything contained in this Policy to the contrary notwithstanding, sales
of Company securities pursuant to a sales plan adopted by an Insider,
which plan conforms to the requirements of Rule 10b5-1 under the Exchange
Act and is approved by the Chief Compliance Officer, shall be exempt from
the provisions of this Policy.
VII. POTENTIAL CIVIL, CRIMINAL AND DISCIPLINARY SANCTIONS
A. CIVIL AND CRIMINAL PENALTIES
The consequences of prohibited insider trading or tipping can be severe.
Persons violating insider trading or tipping rules may be required to
disgorge the profit made or the loss avoided by the trading, pay the loss
suffered by the person who purchased securities from or sold securities to
an insider tippee, pay civil penalties up to three times the profit made
or loss avoided, pay a criminal penalty of up to $1 million, and serve a
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jail term of up to 10 years. The Company and/or the supervisors of the
person violating the rules may also be required to pay major civil or
criminal penalties.
B. COMPANY DISCIPLINE
Violation of this Policy or federal or state insider trading laws by any
director, officer or employee, or their family members, may subject the
director to removal and the officer or employee to disciplinary action by
the Company up to and including termination for cause.
C. REPORTING OF VIOLATIONS
Any Insider who violates this Policy or any federal or state laws
governing insider trading or tipping, or knows of any such violation by
any other Insiders, must report the violation immediately to the
Compliance Officer. Upon learning of any such violation, the Compliance
Officer, in consultation with Securities Counsel, will determine whether
the Company should release any material nonpublic information, or whether
the Company should report the violation to the SEC or other appropriate
governmental authority.
VIII. INQUIRIES
Please direct all inquiries regarding any of the provisions of or
procedures under this Policy to the Compliance Officer.
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RECEIPT AND ACKNOWLEDGMENT
I, _________________________, hereby acknowledge that I have received and read a
copy of the "FirstPlus Financial Group, Inc. Policy and Procedures Governing
Sales and Purchases of Company Securities by Insiders" and agree to comply with
its terms. I understand that violation of insider trading laws or regulations
may subject me to severe civil and/or criminal penalties, and that violation of
the terms of the above-titled Policy may subject me to discipline by the
Company, up to and including termination for cause.
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Signature Date
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APPLICATION AND APPROVAL FOR TRADING BY A FIRSTPLUS FINANCIAL
GROUP, INC. INSIDER
Name:
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Title:
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Proposed Trade Date:
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Type of Security to be Traded:
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Type of Trade (Purchase/Sale):
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Number of Shares to be Traded:
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CERTIFICATION
I, ____________________________, hereby certify that (i) I am not in possession
of any "material nonpublic information" concerning the Company (as defined in
the Company's "Policy and Procedures Governing Sales and Purchases of Company
Securities by Insiders") and (ii) to the best of my knowledge, the proposed
trade(s) listed above do(es) not violate trading restrictions under securities
laws applicable to me. I understand that if I trade while possessing such
information or in violation of such trading restrictions, even if this
application is approved, I may be subject to severe civil and/or criminal
penalties, and may be subject to discipline by the Company up to and including
termination for cause.
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Signature Date
REVIEW AND DECISION
The undersigned hereby certifies that I have reviewed the foregoing application
and ______APPROVE _______PROHIBIT the proposed trade(s).
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Insider Trading Compliance Officer (or Designee) Date
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APPLICATION AND APPROVAL FOR ADOPTION OF A RULE 10B5-1 PLAN BY A
FIRSTPLUS FINANCIAL GROUP, INC. INSIDER
Name:
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Title:
------------------------------------------------------------------------
Proposed Plan Adoption Date:
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Type of Security to be Traded:
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Number of Shares Covered under Plan:
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CERTIFICATION
I, ____________________________, hereby certify that (i) attached to this
Application is a true and correct copy of the Rule 10b5-1 Sales Plan proposed to
be adopted by me, (ii) I am not in possession of any "material nonpublic
information" concerning the Company (as defined in the Company's "Policy and
Procedures Governing Sales and Purchases of Company Securities by Insiders") and
(iii) to the best of my knowledge, adoption by me of proposed Plan does not
violate trading restrictions under securities laws applicable to me. I
understand that if I trade in violation of such trading restrictions, even if
this application is approved, I may be subject to severe civil and/or criminal
penalties, and may be subject to discipline by the Company up to and including
termination for cause.
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Signature Date
REVIEW AND DECISION
The undersigned hereby certifies that I have reviewed the foregoing
application and ______APPROVE _______PROHIBIT the proposed Plan.
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Insider Trading Compliance Officer (or Designee) Date
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