Exhibit 99.1
GLOBAL RESOURCE CORPORATION
INSIDER TRADING POLICY
(and Guidelines with Respect to Certain Transactions in Global's Securities)
I. GENERAL
U.S. securities laws and the SEC's rules and regulations prohibit any person who
possesses "inside information" concerning a public corporation's securities from
buying, selling or trading in that company's securities or advising others
("tipping") to buy or sell those securities, until full disclosure of such
information has been made to the public. Because Global Resource Corporation
("GBRC") is a publicly-traded company, those laws, rules and regulations apply
to it and those who have "inside information" about it. Anyone violating those
laws, rules or regulations and engaging in "insider trading" is subject to
personal liability and could face criminal penalties.
The term "inside information" means material information about a company, its
business, its financial condition, transactions in which it proposes to engage
(such as a merger or acquisition), and similar data likely to have an impact on
the price of publicly-traded securities. All persons who have such "inside
information" are covered by the laws, rules and regulations once they have that
information. However, certain persons who are likely to have such information,
such as the directors, officers and key executive employees of a publicly-traded
company are covered regardless of whether they actually have "inside
information" or not.
In order to give guidance to GBRC's directors, officers, key executive employees
and all employees who may have "inside information" of GBRC, and in order not
only to secure compliance with the laws, rules and regulations but also to avoid
even the appearance of improper trading or tipping, GBRC's Board of Directors
has adopted this "Insider Trading Policy". This policy does not replace your
personal responsibility to understand and comply with the legal prohibition on
"insider trading". If you are a director, officer or key executive employee you
are in an especially sensitive position and it is strongly recommended that if
there is any question you should obtain additional guidance from the "trading
compliance officer". Likewise, if you are an employee who becomes aware of what
may be "inside information" and you have any uncertainty, you are urged to seek
guidance from such "trading compliance officer".
II. STATEMENT OF POLICY
It is the policy of GBRC to require compliance with the prohibitions of the
federal securities laws, rules and regulations. It is also the policy of GBRC to
avoid even the appearance of "insider trading" by imposing restrictions on when
directors, officers, and key executive employees may buy, sell or trade in
GBRC's securities. It is also the policy of GBRC to disseminate this Insider
Trading Policy to all employees so that if they receive "inside information"
they will understand their legal responsibilities.
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III. DEFINITIONS
(A) "Insider"
You are an "insider if you are:
(i) a director of GBRC; or
(ii) an officer of GBRC (President, Vice-President, Secretary or
Treasurer, and assistants); or
(iii) a management executive (CEO, CFO, CIO, etc. and assistants) or
(iv) a key executive employee (Director of Marketing, Director of R&D, etc.) or
(v) a person ("tippee")who is told "inside information" by any of the
above; or
(v) a household member of any of the above.
You are also an "insider" if you are:
(i) an employee, consultant, financial advisor, attorney, accountant,
PR/IR consultant, or any other person associated with GBRC in any way who comes
into possession of "inside information"; or
(ii) a person (tippee") who is told "inside information" by any of the
above; or (ii) a household member of any of the above.
(B) "Inside Information"
Information is "inside information" if it is (a) "material" and (b)"
non-public". It is "material" if it would be important to a person considering
buying or selling GBRC's securities; that is, if the information would be
considered important in making an investment decision, it is material. Any
information that could be expected to affect the market price of GBRC's
securities, whether positively or negatively, should be considered material. It
is impossible to define all categories of information that is "material", but
there are certainly areas which are more sensitive than others and therefore
should always be considered to be material, such as:
(i) Financial Results
(ii) Projections of future earnings or losses
(iii) News of a pending or proposed merger, acquisition or tender offer
(iv) News of a pending or proposed purchase or disposition of
significant assets
(v) The gain or loss of a significant customer, supplier, source of
financing, etc.
(vi) New product or application announcements of a significant nature
(vii) Proposed security offerings, whether debt or equity
(viii) News of stock splits (ix) News of changes in dividend policy
(x) Significant pricing changes
(xi) Significant liability exposure due to actual or threatened
litigation
(xii) News of major changes in senior management
It is "non-public" if it has not been announced to the general public. Normally,
information is announced to the general public through a press release and/or a
filing with the Securities and Exchange Commission ("SEC"). Furthermore, it is
still considered "inside information" until the financial markets have had an
opportunity to absorb the information, usually after one full trading day has
passed following the date on which the information was disclosed through the
press release or the SEC filing.
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(C) "Securities"
The word "securities" includes not only GBRC's Common Stock, but also its
Preferred Stock, stock purchase options, warrants, debentures, bonds, and
convertible or derivative securities.
(D) "Blackout Period"
A "Blackout Period" is a period of time during which "insiders", as defined
above. are prohibited from buying, selling or otherwise trading in GBRC's
securities, as defined above, unless granted permission by GBRC's Trading
Compliance Officer. GBRC's "blackout dates" are as follows:
(i) Beginning two (2) weeks prior to the end of a fiscal quarter (March
31, June 30, September 30 and December 31) and ending upon completion of one
full trading day after the public announcement of earnings for such quarter -
most likely upon the filing of Form 10-Q with the SEC or, in the case of
December 31, upon the filing of Form 10-K, unless disclosed to the general
public earlier by means of a press release.
(ii) Beginning at the time that it is decided to issue any
earnings-related announcement or a public announcement of a significant
corporate event and ending upon the completion of one full trading day after
such announcement.
(iii) At any time that GBRC's Trading Compliance Officer deems it
necessary, due to a pending announcement of an event, transaction, or other
material information, etc. that could materially impact GBRC and the price of
its securities and ending upon the completion of one full trading day after such
announcement.
IV. TRADING WINDOWS FOR INSIDERS AND PROHIBITIONS ON TRADING
(A) Trading Permitted: GBRC directors, officers, management executives, key
employees and household members of such insiders may trade in GBRC's securities
at any time during non-blackout periods, UNLESS they have material non-public
information ("inside information"). The non-blackout periods are from the end of
one full trading day after the release of quarterly or annual earnings results
until a date 2 weeks before the end of the next fiscal quarter.
(B) Trading Prohibited: GBRC directors, officers, management executives, key
employees and household members of such insiders may NOT trade in GBRC's
securities at any time during blackout periods or when they have material
non-public information ("inside information"). This means:
(i) If you are a GBRC director, officer, management executive, key
employee or a household member of any of such persons, you may not trade in
GBRC's securities except in a non-blackout period; and
(ii) If you are a GBRC director, officer, management executive, key
employee or a household member of any of such persons, you may not trade in
GBRC's securities, even during a non-blackout period, if you possess material
non-public information.
V. PROHIBITION ON DISCLOSING INSIDE INFORMATION
U.S. securities laws and the SEC's rules and regulations not only prohibit any
person who possesses "inside information" concerning a public corporation's
securities from buying, selling or trading in that company's securities but also
prohibit any such person from advising others to
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buy or sell those securities, until full disclosure of such information has been
made to the public. Telling others to buy or sell GBRC's securities while you
possess inside information is known as "tipping" and is equally a violation of
the law.
The prohibition against tipping applies to anyone possessing "inside
information", not only GBRC's directors, officers, management executives, key
employees and household members of any of such persons, but to every employee as
well as to outside third parties who have "inside information". To avoid
inadvertent tipping, you should refrain from commenting on or responding to
questions about GBRC while you possess "inside information".
This includes participating in internet "chat rooms" or "message boards"as well
as social conversations, media interviews, investor telephone inquiries, or
questions from vendors and suppliers.
VI. POTENTIAL CRIMINAL LIABILITY, CIVIL LIABILITY AND/OR DISCIPLINARY ACTION
You are individually responsible for complying with the U.S. securities laws and
the SEC's rules and regulations relating to insider trading. Be aware that
trading in GBRC's securities during a non-blackout period is NOT a "safe harbor"
although the safest period for trading is usually the first ten days following
the end of a blackout period. This is because as the fiscal quarter progresses,
you are more likely to possess "inside information". This Insider Trading Policy
provides guidelines only, and you should exercise appropriate judgement in both
your trading in GBRC's securities and the information which you disclose to
others.
First, persons who trade in GBRC's securities while they possess "inside
information" may be subject to criminal and civil fines and penalties, including
disgorgement of all profits, as well as imprisonment.
Second, Insiders may be liable for the improper trading in GBRC's securities by
a "tippee" to whom they have disclosed inside information and this is true even
if you do not personally profit from the mis-use of the "inside information" but
merely passed it on. Third, employees of GBRC who violate this Insider Trading
Policy will be subject to disciplinary action by the Company, which may include
ineligibility for participation in the Company's equity incentive plans (e.g.,
stock option plans) or termination of employment.
VII. TRADING COMPLIANCE OFFICER
The Trading Compliance Officer is primarily responsible for the administration
of this Insider Trading Policy and will provide general guidance on securities
trading by employees. The Company's initial Trading Compliance Officer is
Jeffrey J. Andrews, CFO who can be reached at (856) 767-5661. Please direct any
questions which you may have to him. From time to time, as necessitated by then
current circumstances, the Trading Compliance Officer may impose a blackout
period even during what would otherwise be a non-blackout period.
VIII. REGULATION FD
The SEC has issued a regulation intended to avoid and correct inadvertent
disclosures of "inside information". Under this regulation, known as Regulation
FD for "Fair Disclosure", the Company may IMMEDIATELY file a public disclosure
with the SEC by which "inside information" inadvertently disclosed to others can
be disclosed to the general public. In the event that you
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inadvertently disclose "inside information" you should contact the Trading
Compliance Officer so that the required corrective action my be taken. Note,
however, that the SEC filing is due within 24 hours of the inadvertent
disclosure, so immediate action is required on your part.
ACKNOWLEDGMENT OF RECEIPT
AND
CERTIFICATION OF UNDERSTANDING AND COMPLIANCE
I hereby acknowledge that I have received the foregoing Insider Trading Policy.
I certify that I have read such Policy, that I understand it and its application
to me, that I have had a chance to make inquiries of the Trading Compliance
Officer about it, and I agree to abide by its provisions.
Signature:________________
Printed
Name:_______________________________
Date:______________________________
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