EXHIBIT 14.1
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CODE OF BUSINESS CONDUCT AND ETHICS
FOR
DIGITALPOST INTERACTIVE, INC.
INTRODUCTION
DigitalPost Interactive, Inc. (the "COMPANY") is committed to the
highest standards of legal and ethical conduct. This Code of Business Conduct
and Ethics (the "CODE") sets forth the Company's policies with respect to the
way we conduct ourselves individually and operate our business. The provisions
of this Code are designed to deter wrongdoing and to promote honest and ethical
conduct among our employees, officers and directors.
In the course of performing our various roles in the Company, each of
us will encounter ethical questions in different forms and under a variety of
circumstances. Moments of ethical uncertainty may arise in our dealings with
fellow employees of the Company, with customers, or with other parties such as
government entities or members of our community. In achieving the high ground of
ethical behavior, compliance with governmental laws is not enough. Our employees
should never be content with simply obeying the letter of the law, but must also
strive to comport themselves in an honest and ethical manner. This Code provides
clear rules to assist our employees, directors and officers in taking the proper
actions when faced with an ethical dilemma.
The reputation of the Company is our greatest asset and its value
relies on the character of its employees. In order to protect this asset, the
Company will not tolerate unethical behavior by employees, officers or
directors. Those who violate the standards in this Code will be subject to
disciplinary action. If you are concerned about taking an action that may
violate the Code or are aware of a violation by another employee, an officer or
a director, follow the guidelines set forth in Sections 10 and 11 of this Code.
This Code applies equally to all employees, officers and directors of
the Company. All references to employees contained in this Code should be
understood as referring to officers and directors as well.
1. COMPLIANCE WITH LAWS, RULES AND REGULATIONS.
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Company policy requires that the Company, as well as all employees,
officers and directors of the Company, comply fully with both the spirit and the
letter of all laws, rules and regulations. Whenever an applicable law, rule or
regulation is unclear or seems to conflict with either another law or any
provision of this Code, all employees, officers and directors are urged to seek
clarification from their supervisor, the appropriate compliance official or the
Chief Executive Officer. See Section 11 for contact information. Beyond mere
compliance with the law, we should always conduct our business with the highest
standards of honesty and integrity - wherever we operate.
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2. CONFLICTS OF INTEREST.
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Every employee has a primary business responsibility to the Company and
must avoid conflicts of interest. A conflict of interest arises when an employee
takes actions or enters into relationships that oppose the interests of the
Company, harm the Company's reputation or interfere with the employee's
performance or independent judgment when carrying out any actions on behalf of
the Company. The Company strictly prohibits its employees from taking any action
or entering into any relationship, personal or professional that creates, or
even appears to create, a conflict of interest.
A conflict situation can arise when a director, officer or employee
takes actions or has interests that may make it difficult to perform his or her
work for the Company objectively and effectively. Conflicts of interests may
also arise when a director, officer or employee, or a member of his or her
family, receives an improper personal benefit as a result of his or her position
with the Company. It may be a conflict of interest for a director, officer or
employee to work simultaneously for a competitor, customer or supplier. The best
policy is to avoid any direct or indirect business connection with our
customers, suppliers or competitors, except on our behalf. Employees must be
sensitive to potential conflicts of interest that may arise and use their best
efforts to avoid the conflict.
In particular, except as provided below, no director, officer or
employee shall:
o be a consultant to, or a director, officer or employee of,
or otherwise operate an outside business that:
o markets products or services in competition with
our current or potential products and services;
o supplies products or services to the Company; or
o purchases products or services from the Company;
o accept any personal loan or guarantee of obligations from
the Company, except to the extent such arrangements have
been approved by the Chief Executive Officer and are
legally permissible; or
o conduct business on behalf of the Company with immediate
family members, which include your spouse, children,
parents, siblings and persons sharing your same home
whether or not legal relatives.
Directors, officers and employees must notify the Chief Executive
Officer of the existence of any actual or potential conflict of interest. With
respect to officers or directors, the Board may make a determination that a
particular transaction or relationship will not result in a conflict of interest
covered by this policy. With respect to all other employees or agents, the Chief
Executive Officer, acting alone, or the Board may make such a determination Any
waivers of this policy as to an officer or director may only be approved by the
Board of Directors.
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Any employee, officer or director who is aware of a transaction or
relationship that could reasonably be expected to give rise to a conflict of
interest in violation of this section must inform the appropriate personnel in
accordance with the procedures set forth in Section 12 of this Code. If an
employee has any questions regarding the Company's policy on conflicts of
interest or needs assistance in avoiding a potential conflict of interest, he or
she is urged to seek the advice of a supervisor or the Chief Executive Officer.
3. CORPORATE OPPORTUNITIES.
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Employees, officers and directors are prohibited from taking for
themselves personally opportunities that are discovered through the use of
Company property, Company information or their position in the Company.
Furthermore, employees may not use Company property, information or influence or
their position in the Company for improper personal gain. Finally, employees
have a duty to advance the Company's legitimate interests when the opportunity
to do so arises. Consequently, employees are not permitted to compete with the
Company.
4. CONFIDENTIALITY.
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Employees must maintain the confidentiality of confidential information
entrusted to them by the Company or its customers or suppliers, except when
disclosure is authorized by the Company or required by applicable laws or
regulations. Confidential information includes proprietary information of the
Company, as well as all non-public information that might be of use to
competitors, or harmful to the Company or its customers, if disclosed. This
confidentiality requirements is in additional to any other obligations imposed
by the Company to keep information confidential.
5. INSIDER TRADING.
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Employees, officers and directors will frequently become aware of
confidential non-public information concerning the Company and the parties with
which the Company does business. As set forth in more detail in the Company's
Insider Trading Policy, the Company prohibits employees from using such
confidential information for personal financial gain, such as for purposes of
stock trading, or for any other purpose other than the conduct of our business.
Employees must maintain the confidentiality of such information and may not make
disclosures to third parties, including members of the employee's family. All
non-public information about the Company should be treated as confidential
information. To use non-public information for personal financial benefit or to
"tip" others who may make stock trades on the basis of this information is not
only unethical but also illegal. This policy also applies to trading in the
securities of any other company, including our customers or suppliers, if
employees have material, non-public information about that company which the
employee obtained in the course of their employment by the Company. In addition
to possible legal sanctions, any employee, officer or director found to be in
violation of the Company's insider trading policy will face decisive
disciplinary action. Employees are encouraged to contact the Company's Chief
Executive Officer with any questions concerning this policy.
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6. PROTECTION AND PROPER USE OF COMPANY ASSETS.
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All Company assets should be used for legitimate business purposes and
all employees, officers and directors must make all reasonable efforts to
protect the Company's assets and ensure their efficient use. Theft,
carelessness, and waste have a direct impact on the Company's profitability and
must therefore be avoided. The suspected occurrence of fraud or theft should be
immediately reported to the appropriate person in accordance with the procedures
set forth in Section 11 of this Code.
An employee's obligation to protect the Company's assets extends to the
Company's proprietary information. Proprietary information includes intellectual
property such as patents, trademarks, copyrights and trade secrets. An employee
who uses or distributes such proprietary information without the Company's
authorization will be subject to disciplinary measures as well as potential
legal sanctions.
7. FAIR DEALING.
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Although the success of our Company depends on our ability to
outperform our competitors, the Company is committed to achieving success by
fair and ethical means. We seek to maintain a reputation for fair dealing among
our competitors and the public alike. In light of this aim, the Company
prohibits employees from engaging in any unethical or illegal business
practices. An exhaustive list of unethical practices cannot be provided.
Instead, the Company relies on the judgment of each individual employee to avoid
such practices. Furthermore, each employee should endeavor to deal fairly with
the Company's customers, suppliers, competitors and employees. No employee
should take unfair advantage of anyone through manipulation, concealment, abuse
of privileged information, misrepresentation of material facts, or any other
unfair business practice.
8. DISCLOSURES.
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It is Company policy to make full, fair, accurate, timely and
understandable disclosure in compliance with all applicable laws, rules and
regulations in all reports and documents that the Company files with, or submits
to, the Securities and Exchange Commission and in all other public
communications made by the Company. Employees shall endeavor in good faith to
assist the Company in such efforts.
9. WAIVERS.
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The Company expects all employees, officers and directors to comply
with the provisions of this Code. Any waiver of this Code for executive
officers, directors or employees may be made only by the Board of Directors or a
Board committee and will be promptly disclosed to the public as required by law
and stock exchange regulations.
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10. COMPLIANCE GUIDELINES AND RESOURCES.
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In some situations, our employees may not be certain how to proceed in
compliance with this Code. This uncertainty may concern the ethical nature of
the employee's own acts or the employee's duty to report the unethical acts of
another. When faced with this uncertainty, the employee should carefully analyze
the situation and make use of Company resources when determining the proper
course of action. The Company also encourages employees to talk to their
supervisors, or other personnel identified below, when in doubt about the best
course of action.
1. GATHER ALL THE FACTS. Do not take any action that may violate the
Code until you have gathered all the facts that are required to make a
well-informed decision and, if necessary, you have consulted with your
supervisor, or the Chief Executive Officer.
2. IS THE ACTION ILLEGAL OR CONTRARY TO POLICY? If the action is
illegal or contrary to the provision of this Code, you should not carry out the
act. If you believe that the Code has been violated by an employee, an officer
or a director, you must promptly report the violation in accordance with the
procedures set forth in Section 12.
3. DISCUSS THE PROBLEM WITH YOUR SUPERVISOR. It is your supervisor's
duty to assist employees in complying with this Code. Feel free to discuss a
situation that raises ethical issues with your supervisor if you have any
questions. You will suffer no retaliation for seeking such guidance.
4. ADDITIONAL RESOURCES. The Chief Executive Officer is available to
speak with you about problematic situations if you do not feel comfortable
approaching your direct supervisor. If you prefer, you may request assistance in
writing by sending a request to the Chief Executive Officer.
11. REPORTING PROCEDURES.
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All employees have a duty to report any violations of this Code, as
well as violations of any laws, rules, or regulations. The Company does not
permit retaliation of any kind against employees for good faith reports of
ethical violations.
If you believe that the Code has been violated by an EMPLOYEE you must
promptly report the violation to your direct supervisor or the Chief Executive
Officer. If a report is made to a supervisor, the supervisor must in turn report
the violation to the Chief Executive Officer. All violations by an OFFICER OR
DIRECTOR of the Company must be reported directly to the entire Board of
Directors.
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CONTACT INFORMATION
Reports may be made in person, by telephone or in writing by sending a
description of the violation and the names of the parties involved to the
appropriate personnel mentioned in the preceding paragraph. The contact
information is as follows:
13. DISCIPLINARY ACTION.
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Employees, officers and directors of the Company will be held
accountable for adherence to this Code. The penalty for a particular violation
of this Code will be decided on a case-by-case basis and will depend on the
nature and severity of the violation as well as the employee's history of
non-compliance and cooperation in the disciplinary process. Significant
penalties will be imposed for violations resulting from intentional or reckless
behavior. Penalties may also be imposed when an employee fails to report a
violation due to the employee's indifference, deliberate ignorance or reckless
conduct. All violations of this Code will be treated seriously and will result
in the prompt imposition of penalties which may include (1) an oral or written
warning, (2) a reprimand, (3) suspension, (4) termination and/or (5)
restitution.
14. NO RIGHTS CREATED.
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This Code is a statement of certain fundamental principles, policies
and procedures that govern the Company's officers, directors and employees in
the conduct of the Company's business. It is not intended to and does not create
any rights in any employee, supplier, competitor, shareholder or any other
person or entity.
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TO: ALL EMPLOYEES, OFFICERS AND DIRECTORS
FROM: PRESIDENT AND CHIEF EXECUTIVE OFFICER
DATE: JANUARY ___, 2007
RE: STATEMENT OF COMPANY POLICY
SECURITIES TRADES BY COMPANY PERSONNEL
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DIGITALPOST INTERACTIVE, INC.
STATEMENT OF COMPANY POLICY
ON
INSIDER TRADING
INTRODUCTION
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It is illegal for any person, either personally or on behalf of others, to trade
in securities on the basis of material, nonpublic information. It is also
illegal to communicate (or "tip") material, nonpublic information to others who
may trade in securities on the basis of that information. These illegal
activities are commonly referred to as "insider trading." Potential penalties
for insider trading violations include imprisonment for up to 10 years (25 years
if it constitutes fraud), civil fines of up to three times the profit gained or
loss avoided through the trade, and criminal fines of up to $1 million. In
addition, a company whose employee violates the insider trading prohibitions may
be liable for a civil fine of up to the greater of $1 million or three times the
profit gained or loss avoided as a result of the employee's insider trading
violations.
This memorandum sets forth DigitalPost Interactive, Inc.'s ("DigitalPost")
policy against insider trading. The objective of this policy is to protect both
you and DigitalPost from securities law violations. ALL DIRECTORS, OFFICERS AND
EMPLOYEES OF DIGITALPOST OR ITS AFFILIATES OR SUBSIDIARIES MUST COMPLY WITH THIS
POLICY.
Employees are encouraged to ask questions and seek any follow-up information
that they may require with respect to the matters set forth in this policy.
Please direct all questions to _________________ at (___) ___-____ or
_________@DIGITALPOST.COM.
GENERAL STATEMENT
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DIGITALPOST'S POLICY, APPLICABLE TO ALL DIRECTORS, OFFICERS AND EMPLOYEES,
PROHIBITS TRADING, AND TIPPING OTHERS WHO MAY TRADE, WHEN YOU ARE IN POSSESSION
OF MATERIAL, NONPUBLIC INFORMATION.
WHAT INFORMATION IS MATERIAL? All information that an investor might consider
important in deciding whether to buy, sell, or hold securities is considered
material. Information that is likely to affect the price of a company's
securities is almost always material. Examples of some types of material
information are:
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o financial results or expectations for the quarter or the year
o financial forecasts
o changes in dividends
o possible mergers, acquisitions, joint ventures and other purchases and sales
of companies and investments in companies
o changes in customer relationships with significant customers
o obtaining or losing important contracts
o important product developments
o major financing developments
o major personnel changes
o major litigation developments
WHAT IS NONPUBLIC INFORMATION? Information is
considered to be nonpublic unless it has been effectively disclosed to the
public. Examples of public disclosure include public filings with the Securities
and Exchange Commission and company press releases. Not only must the
information have been publicly disclosed, but there must also have been adequate
time for the market as a whole to digest the information. Although timing may
vary depending upon the circumstances, a good rule of thumb is that information
is considered nonpublic until the second business day after public disclosure.
WHAT TRANSACTIONS ARE PROHIBITED? When you know material, nonpublic information
about DigitalPost, you, your spouse and members of your immediate family living
in your household are prohibited from the following activities:
o trading in our company's securities (including trading in puts and calls for
our securities)
o having others trade for you in our securities
o disclosing the information to anyone else who might then trade
o exercising stock options IF the option shares are to be immediately sold
Neither you nor anyone acting on your behalf nor anyone who learns the
information from you (including your spouse and family members) can trade. This
prohibition continues whenever and for as long as you know material, nonpublic
information.
Although it is most likely that any material, nonpublic information you might
learn would be about DigitalPost or its subsidiaries, these prohibitions also
apply to trading in the securities of ANY company (such as a potential merger
partner) about which you learn material, nonpublic information through your
employment with DigitalPost.
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UNAUTHORIZED DISCLOSURE
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As discussed above, the disclosure of material, nonpublic information to others
can lead to significant legal difficulties. Therefore, you should not discuss
material, nonpublic information about DigitalPost or its affiliates or
subsidiaries with anyone, including other employees, family or friends, except
as required in the performance of your regular duties.
No employee of DigitalPost is permitted to discuss confidential financial or
business information regarding DigitalPost, either in his or her own name or
anonymously, and whether from the office or outside the office, on any Internet
"chat" site or message board.
QUESTIONS ABOUT THIS POLICY
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Compliance by all employees with this policy is of the utmost importance both
for you and for DigitalPost. If you have any questions about the application of
this policy to any particular case, please contact ________________ immediately.
YOUR FAILURE TO OBSERVE THIS POLICY COULD LEAD TO SIGNIFICANT LEGAL PROBLEMS FOR
YOU AND THE COMPANY, AS WELL AS OTHER SERIOUS CONSEQUENCES, INCLUDING
TERMINATION OF YOUR EMPLOYMENT.
CERTIFICATIONS
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All employees must certify their understanding of and intent to comply with this
Policy Statement. A copy of the certification that all employees (other than
executive officers) must sign is enclosed with this memorandum. Directors and
executive officers are subject to additional restrictions on their transactions
in Company securities, which are described in a separate memorandum. Directors
and executive officers should sign the certification attached to that memorandum
instead of the one enclosed with this memorandum.
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CERTIFICATIONS
I certify that:
1. I have read and understand the Company's Code of Business Conduct and Ethics
and Statement of Policy regarding Securities Trades by Company Personnel. I
understand that the President is available to answer to any questions I have
regarding the Statement of Policy.
2. Since __________________, 2007 or such shorter period of time that I have
been an employee of the Company, I have complied with the Code of Business
Conduct and Ethics and Statement of Policy.
3. I will continue to comply with the Code of Business Conduct and Ethics and
Statement of Policy for as long as I am subject to the policy.
Signature: ________________________
Date: ____________________________
Print name: _______________________
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