Download Print Version of This Page

I.  INTRODUCTION AND PURPOSE

Flight Safety Technologies, Inc. ("FST", "We" or "Company") periodically communicates with its shareholders, members of the investment community and other interested parties about our operations.

FST is committed to fair disclosure of information about FST without advantage to any particular party, consistent with the Securities and Exchange Commission's Fair Disclosure Regulation ("Regulation FD") which became effective October 23, 2000.

To affirm its commitment, FST has adopted the following policy which was drafted by its Compliance, Disclosure and Ethics and Oversight Committee and approved by its Board of Directors.

The purpose of this policy is to assure the non-selective disclosure of material non-public information in compliance with federal securities laws, including Regulation Fair Disclosure. It has been, and will continue to be our practice to disclose material information about the company publicly, not selectively.

II.  SCOPE

This policy covers all directors, officers and employees of the Company.

This policy applies to all operations of the Company and covers all disclosures to people who may be expected to trade in our securities, which include our shareholders and other security holders, securities brokers and dealers, financial analysts and financial institutions, or provide information to people who trade in our securities, such as newspapers, magazines and financial journals. 

This is a highly technical area with important consequences to the Company.  These are examples of the areas affected by this policy:

(a)  Press releases and related conference calls

(b)  Speeches, interviews and conferences

(c)  Providing "guidance" or comment to the Company's performance or results

(d)  Responding to market rumors

(e)  Contacts with financial analysts, analyst reports and similar materials

(f)  Shareholder contacts

(g)  Postings on our website.

This listing is not exclusive.  If you have been asked or otherwise feel it is necessary or advisable to disclose material non-public information about FST, you must refrain from doing so or only do so according to the requirements of this policy.  Any question regarding the nature of information about to be disclosed should be directed to the CEO or President.

III.  GENERAL POLICY

A.  No director, officer, or employee of the Company, directly or indirectly through others, shall selectively disclose or disseminate any material non-public information about FST to anyone outside FST that has not been disclosed to the public, unless they have proper authorization to do so from the Chief Executive Officer ("CEO") or President.  For example, furnishing financial information to the Company's lenders may be required as part of an employee's duties in administering the Company's contractual commitments to the lenders. The information may, nonetheless, constitute material, non-public information that is otherwise not available to security holders and should not be disclosed without the prior approval of our CEO or President.

B.  Any inadvertent disclosures of non-public material information should be immediately reported to the CEO or President.  If material non-public information is disclosed to a third party, it may become necessary to promptly disclose the information to the public at large, sometimes to the detriment of the Company's business, employees and shareholders.

IV.  DEFINITION - MATERIAL NON-PUBLIC INFORMATION

A.  Material, non-public information generally includes any information, not previously announced or otherwise released to the public, which a reasonable investor would consider important in making a decision to buy, hold or sell stock or other securities in view of the total mix of information that is already available.

B.  Common examples of information that will frequently be regarded as material are:

(i)  projections of future earnings or losses;

(ii)  news of a pending or proposed merger, acquisition or tender offer; news of a significant sale of assets;

(iii)  initiation or expansion of dividend policies or the declaration of a stock split or the offering of additional securities;

(iv)  changes in management; impending financial or liquidity problems;

(v)  the gain or loss of substantial business;

(vi)  new products; and

(vii)  success, failure or scheduling changes in research, development or testing of our technologies.

C.  Either positive or negative information may be material. Some or all of the information provided in our press releases, periodic communications, additional communications and meetings with analysts may not be material information concerning the Company or its operations.  The fact that we disclose information through or in any communications does not, in and of itself, mean that we have determined that the information provided is material to the Company or its operations.  No shareholder, securities analyst, potential investor in our stock, or other member of the investment community should assume that our disclosure of information in any communication indicates that we have determined the information to be material to the Company or its operations.

D.  Any question regarding whether information is material and non-public should be directed to the CEO or President.

V.  AUTHORIZED REPRESENTATIVES OF THE COMPANY FOR PUBLIC COMMUNICATIONS

A.  The only persons authorized to regularly communicate on behalf of FST to analysts, the press, brokers, securities market professionals and shareholders of FST are our CEO and President.

B.  The CEO or President of the Company shall have sole authority to

(i)  Review and clear all Company press releases for content, accuracy and legal compliance (The CEO and President shall act jointly in this regard and with other officers as appropriate, e.g., our CFO with respect to financial matters.);

(ii)  Communicate (either orally or in writing) with members of the investment community; or

(iii)  Review and approve, in advance, commitments for speeches or interviews with the press on financial matters.

VI.  QUIET PERIODS

The Company's Quiet Periods will begin 10 business days prior to the end of each fiscal quarter and extend until the public release of earnings.  During this Quiet Period, FST representatives will not comment on current trends or future expectations.  This policy will become effective upon implementation of an earnings release program by the Company.

VII.  ANALYST MODELS AND REPORTS

A.  No director, officer or employee should speak with analysts except in accordance with the following:

(i)  Our CEO and President will be in charge of handling and responding to analyst and investor inquiries.  All analyst inquiries and other releases of information to the public must be referred to and approved by the CEO or President.  At times, other directors, officers or employees of the Company may communicate with analysts and investors as part of the Company's investor relations program only if the CEO or President will also be present or have cleared the content of such communication.

(ii)  Analysts can be invited to orally ask or submit questions in writing.  Where appropriate, the CEO and President should respond specifically and/or in writing, with appropriate cautionary statements and disclaimers, and shall not disclose non-public information.  The CEO and President will comment only on factual information and will not comment on analysts' conclusions or soft or forward-looking information.  A record of Company responses should be retained by the Company.

(iii)  If appropriate, the analyst should be required to sign a confidentiality agreement not to disclose background, proprietary or other sensitive information.

(iv)  Company personnel must not review analyst reports or draft reports.

B.  No director, officer or employee of the Company should, directly or indirectly through others, distribute or recommend analyst reports or other materials on the Company.

C.  Except as provided herein, you otherwise should not communicate on substantive matters with analysts and investors, and refer all questions to the CEO or President.

VIII.  PRESENTATIONS

A.  We will continue to use the safe harbor guidelines for forward-looking information as part of individual, group, and conference investor communications formats.

B.  FST may participate in securities firm-sponsored and other investor conferences. It will be our practice to issue media releases in conjunction with the major presentations scheduled during the year, and, if possible, to post those presentations on our web site. Any inadvertent disclosures at these conferences will be disclosed via media release as soon as possible.

C.  Our CEO or President may meet with individual shareholders or investors and groups of shareholders or investors. Similarly, we may participate in other public forums at which analysts or investors could be present, including industry seminars, trade shows, employee and annual shareholder meetings. We do not intend to disclose any material, non-public information during these meetings. If we determine that material, non-public information has been disclosed, appropriate public disclosure will be made promptly.

IX.  MARKET RUMORS

The Company will attempt to publicly clarify as promptly as possible market rumors, speculation or unusual market actions, including, if appropriate, a "no news" statement to the effect it is not aware of a basis for the rumor or report.  If the Company believes it has inadvertently caused a market rumor or a market rumor otherwise causes significant volatility to the Company's stock, the Authorized Representatives will consider in consultation with counsel, management, and the Compliance, Disclosure and Ethics Oversight Committee whether to make an appropriate Regulation FD filing.