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all such subsidiaries making or receiving payments, when considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as defined in Rule 102(v).

3. In calculating indebtedness the following may be excluded:

A. Debt securities that have been publicly offered, admitted to trading on a national securities exchange, or quoted on the automated quotation system of a registered securities association;

B. Amounts due for purchases subject to the usual trade terms; or

C. Indebtedness incurred by subsidiaries other than significant subsidiaries as defined in Rule 1-02(v) of Regulation S-X ($ 210.1-02(v) of this chapter), provided that all such subsidiaries incurring indebtedness, when considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as defined in Rule 1-02(v).

4. No information called for by paragraph (b) need be given respecting any director who is no longer a director at the time of filing the registration statement or report containing such disclosure. If such information is being presented in a proxy or information statement, no information need be given respecting any director whose term of office as a director will not continue after the meeting to which the statement relates.

(c) Indebtedness of management. If any of the following persons has been indebted to the registrant or its subsidiaries at any time since the beginning of the registrant's last fiscal year in an amount in excess of $60,000, indicate the name of such person, the nature of the person's relationship by reason of which such person's indebtedness is required to be described, the largest aggregate amount of indebtedness outstanding at any time during such period, the nature of the indebtedness and of the transaction in which it was incurred, the amount thereof outstanding as of the latest practicable date and the rate of interest paid or charged thereon:

(1) Any director or executive officer of the registrant;

(2) Any nominee for election as a director;

(3) Any member of the immediate family of any of the persons specified in paragraph (c) (1) or (2);

(4) Any corporation or organization (other than the registrant or a majority-owned subsidiary of the registrant) of which any of the persons specified in paragraph (c) (1) or (2) is an execu

tive officer or partner or is, directly or indirectly, the beneficial owner of ten percent or more of any class of equity securities; and

(5) Any trust or other estate in which any of the persons specified in paragraph (c) (1) or (2) has a substantial beneficial interest or as to which such person serves as a trustee or in a similar capacity.

Instructions to Paragraph (c), of Item 404. 1. For purposes of paragraph (c), the members of a person's immediate family are those persons specified in Instruction 2 to Item 404(a).

2. Exclude from the determination of the amount of indebtedness all amounts due from the particular person for purchases subject to usual trade terms, for ordinary travel and expense payments and for other transactions in the ordinary course of business.

3. If the lender is a bank, savings and loan association, or broker-dealer extending credit under Federal Reserve Regulation T (12 CFR Part 220) and the loans are not disclosed as nonaccrual, past due, restructured or potential problems (see Item III.C. 1. and 2. of Industry Guide 3, Statistical Disclosure by Bank Holding Companies), disclosure may consist of a statement, if such is the case, that the loans to such persons (A) were made in the ordinary course of business, (B) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and (C) did not involve more than the normal risk of collectibility or present other unfavorable features.

4. If any indebtedness required to be described arose under section 16(b) of the Exchange Act and has not been discharged by payment, state the amount of any profit realized, that such profit will inure to the benefit of the registrant or its subsidiaries and whether suit will be brought or other steps taken to recover such profit. If, in the opinion of counsel, a question reasonably exists as to the recoverability of such profit, it will suffice to state all facts necessary to describe the transactions, including the prices and number of shares involved.

(d) Transactions with promoters. Registrants that have been organized within the past five years and that are filing a registration statement on Form S-1 under the Securities Act (§ 239.11 of this chapter) or on Form 10 under the Exchange Act (§ 239.210 of this chapter) shall:

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(1) State the names of the promoters, the nature and amount of any. thing of value (including money, property, contracts, options or rights of any kind) received or to be received by each promoter, directly or indirectly, from the registrant and the nature and amount of any assets, services or other consideration therefore received or to be received by the registrant; and

(2) As to any assets acquired or to be acquired by the registrant from a promoter, state the amount at which the assets were acquired or are to be acquired and the principle followed or to be followed in determining such amount and identify the persons making the determination and their relationship, if any, with the registrant or any promoter. If the assets were acquired by the promoter within two years prior to their transfer to the registrant, also state the cost thereof to the promoter.

Instructions to Item 404. 1. No information need be given in response to any paragraph of Item 404 as to any compensation or other transaction reported in response to any other paragraph of Item 404 or to Item 402 of Regulation S-K (§ 229.402 of this chapter) or as to any compensation with respect to which information may be omitted pursuant to Item 402.

2. If the information called for by Item 404 is being presented in a registration statement filed pursuant to the Securities Act or the Exchange Act, information shall be given for the periods specified in the Item and, in addition, for the two fiscal years preceding the registrant's last fiscal year.

3. A non-Canadian foreign private issuer eligible to use Form 20-F ($ 249.220f of this hapter) may respond to Item 404 only to he extent that the registrant discloses to ts security holders or otherwise makes Jublic the information specified in that tem. Secs. 7, 19a, and Schedule A (25) and (26) f the Securities Act of 1933, 15 U.S.C. 77g, 7s(a), 77nn (25) and (26); and secs. 12, 13, 1, 15(d), and 23(n) of the Securities Exhange Act of 1934, 15 U.S.C. 781, 78m, 78n, $o(d), 78w(a)) 7 FR 55665, Dec. 13, 1982, as amended at

FR 37612, Aug. 19, 1983; 48 FR 44475, pt. 29, 1983)

8 229.501 (Item 501) Forepart of registra

tion statement and outside front cover

page of prospectus. (a) Facing page. The facing page of every registration statement shall set forth the approximate date of proposed sale to the public and, where appropriate, the delaying amendment legend as set forth in Regulation C.

(b) Cross-reference sheet. Immediately following such facing page, there shall be included a cross reference sheet showing the location in the prospectus of the information required to be included in the prospectus in response to the items of the form. If any such item is inapplicable, or the answer thereto is in the negative and is omitted from the prospectus, a statement to that effect shall be made in the cross reference sheet. The cross reference sheet need not be included in the prospectus.

(c) Outside front cover page of prospectus. The following information (to the extent appropriate) shall appear on the outside front cover page of the prospectus with appropriate cross references to more detailed discussion elsewhere in the prospectus:

(1) Name of the registrant and, in the case of a foreign private registrant, an English translation of such name. Where the name of the registrant is the same as that of another well-known company and it appears likely that the registrant may be confused with the other company, or where the name indicates a line of business in which the registrant is not engaged or is engaged to only a limited extent, a statement may be necessary to prevent the confusion of the two companies or to remove a misleading inference that may be drawn from the name as to the nature of the registrant's business. In some circumstances, however, disclosure may not be sufficient, and a change of name may be the only way to preclude confusion of the companies or misleading inferences from registrant's name. Such disclosure or name change is not necessary in the case of an established registrant that over a period of years

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has changed the general character of its business and the investing public is aware generally of the change and the character of the registrant's present business;

(2) Title and amount of securities of. fered and a brief description of such securities (unless not necessary to indicate the material terms of the securities, as in the case of an issue of common stock with full voting rights and the dividend and liquidation rights usually associated with common stock);

(3) Where any of the securities to be registered are to be offered for the account of security holders, a statement to that effect;

(4) Cross reference, where applicable to the discussion in the prospectus prescribed by Item 503 of Regulation S-K ($ 229.503), of material risks in connection with the purchase of the securities, printed in bold-face roman type at least as high as ten-point modern type and at least two points leaded, add ";"

(5) The following statement in capital letters printed in bold-face roman type at least as high as ten-point modern type and at least two points leaded:

THESE SECURITIES HAVE NOT BEEN AP. PROVED OR DISAPPROVED BY THE SECURI. TIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE;

(6) In the case of any preliminary prospectus that is circulated by registrants not subject to the reporting provisions of section 13(a) or 15(d) of the Exchange Act immediately prior to the filing of the registration statement, a bona fide estimate of the range of the maximum offering price and maximum number of shares or other units of securities to be offered, or a bona fide estimate of the principal amount of debt securities to be offered;

(7) Where securities are to be offered for cash, other than on a registration statement

Form S-8 ($ 239.16b of this chapter), the information called for by the following table, in substantially the tabular

(8) In the case of any prospectus to be used prior to the effective date of the registration statement, in red ink, the caption “Preliminary Prospectus, the date of its issuance, and the following statement printed in type as large as that generally in the body of such prospectus:

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. Information contained herein is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.

(9) Any legend or information required by the law of any State in which the securities are to be offered; and

(10) The date of the prospectus. Instructions to Item 501. 1. The term “commissions” is defined in paragraph (17) of Schedule A of the Securities Act. Only commissions paid by the registrant or selling security holders in cash are to be included in the table. Commissions paid by other persons, and other consideration to the underwriters, shall be set forth in a note to the table with a reference thereto in the second column of the table. Any finder's fee or similar payments shall be disclosed appropriately.

2. If it is impracticable to state the price to the public, the method by which it is to be determined shall be explained. In addition, if the securities are to be offered at the market, or if the offering price is to be determined by a formula related to market prices, indicate the market involved and the market price as of the latest practicable date.

3. If the securities are to be offered on a best efforts basis, set forth the termination

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date of the offering, any minimum required purchase and any arrangements to place the funds received in an escrow, trust, or similar arrangement. If no such arrangements have been made, so state. The following tabular presentation of the total maximum and minimum securities to be offered shall be combined with the table required above:

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4. Where an underwriter has received an over-allotment option, maximum-minimum information shall be presented in the price table, or in a note thereto, based on the purchase of all or none of the shares subject to the option. The terms of the option may be described in response to Item 508 of Regulation S-K (§ 229.508) rather than on the cover page of the prospectus.

5. The total of “other expenses of issuance and distribution” called for by Item 511 of Regulation S-K (§ 229.511), stated separately for the registrant and for the selling security holders, if any, shall be set forth in a note to the proceeds column of the distribution table.

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the public reference facilities maintained by the Commission in Washington, D.C., and at certain of its Regional Offices, and state the current address of each such facility (see $$ 200.11(b) and 200.80(c)(1) of this chapter), and that copies of such material can be obtained from the Public Reference Section of the Commission, Washington, D.C. 20549 at prescribed rates; and

(3) Name any national securities exchange on which the registrant's securities are listed and state that reports (and where registrant is subject to sections 14(a) and 14(c) of the Exchange Act proxy and information statements), and other information concerning the registrant can be inspected at such exchanges.

(b) Reports to security holders. Where a registrant may not be required to deliver an annual report to security holders (or holders of Ameri. can depository receipts) pursuant to section 14 of the Exchange Actor stock exchange requirements, describe briefly the nature and frequency of reports that will be given to such holders in such event, specifying whether or not such reports will contain financial information that has been examined and reported upon, with an opin. ion expressed “by”, an independent public or certified public accountant, and, in the case of the reports of a foreign private registrant that will not contain financial information prepared in accordance with United States generally accepted accounting principles, state whether the report will include a reconciliation of such information with such accounting principles.

(c) Incorporation by reference. Where any document or part thereof is incorporated by reference in the registration statement but not delivered with the prospectus, include an undertaking to provide without charge to each person to whom a prospectus is delivered, upon written or oral request of such person a copy of any and all of the information that has been incorporated by reference in the registration statement (not including exhibits to the information that is incorporated by reference unless such exhibits are specifically incorporated by

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8 229.502 (Item 502) Inside front and out

side back cover pages of prospectus. The following information, to the extent applicable, shall appear on the inside front cover page of the prospectus (except that the information required by paragraphs (e) and (g) of this Item may be set forth on the outside back cover page).

(a) Available information. Registrants subject to the reporting requirements of section 13(a) or 15(d) of the Exchange Act immediately prior to the filing of the registration statement shall:

(1) State that the registrant is subject to the informational requirements of the Exchange Act and in accordance therewith files reports and other nformation with the Securities and Exchange Commission;

(2) State that reports (and where egistrant is subject to sections 14(a) Ind 14(c) of the Exchange Act proxy nd information statements) and ther information filed by the regisrant can be inspected and copied at

reference into the information that the registration statement incorporates), and the address (including title or department) and telephone number to which such a request is to be directed.

(d) Stabilization. (1) If the registrant or any of the underwriters knows or has reason to believe that there is an intention to over-allot or that the price of any security may be stabilized to facilitate the offering of the registered securities, set forth a statement in substantially the following form, subject to appropriate modification where circumstances require. Such statement shall be in capital letters, printed in bold-face roman type at least as large as ten-point modern type and at least two points leaded:

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF (IDENTIFY EACH CLASS OF SECURITIES IN WHICH SUCH TRANSACTIONS MAY BE EFFECTED) AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EF. FECTED ON (IDENTIFY EACH EXCHANGE ON WHICH STABILIZING TRANSACTIONS MAY BE EFFECTED; IF NONE, OMIT THIS SEN. TENCE.) SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

(2) If the stabilizing began prior to the effective date of the registration statement, set forth the amount of securities bought, the prices at which bought and the period within which they were bought.

(3) If the securities being registered are to be offered to existing security holders pursuant to warrants or rights and any securities not taken by security holders are to be reoffered to the public after the expiration of the rights offering period, there shall be set forth, by supplement or otherwise, in the prospectus used in connection with such reoffering:

(i) The amount of securities bought in stabilization activities during the rights offering period and the price or range of prices at which such securities were bought,

(ii) The amount of the offered securities subscribed for during such period,

(iii) The amount of the offered securities subscribed for by the underwriters during such period,

(iv) The amount of the offered securities sold during such period by the underwriters and the price, or range of prices, at which such securities were sold, and

(v) The amount of the offered securities to be reoffered to the public and the public offering price.

(e) Delivery of prospectuses by dealers. The legend below shall be set forth inserting the expiration date of the period prescribed by section 4(3) of the Securities Act and Rule 174 thereunder ($ 230.174 of this chapter) except that this legend need not be included if, pursuant to Rule 174, dealers are not required to deliver a prospectus, or if the exemption provided by section 4(3) of the Securities Act is not applicable because of the provisions of section 24(d) of the Investment Company Act. If such expiration date is not known on the effective date of the registration statement it shall be included in the prospectus, copies of which are required to be filed pursuant to Rule 424(b) under the Securities Act ($ 230.424(b) of this chapter). The following legend shall be printed in bold-face or italic type at least as large as eight-point modern type and at least two points leaded:

Until (insert date) all dealers effecting transactions in the registered securities, whether or not participating in this distribution, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

(f) Enforceability of civil liabilities against foreign persons. In the case of a foreign private registrant, a statement of how the enforcement by investors of civil liabilities under the Federal securities laws may be affected by the fact that the registrant is located in a foreign country, that certain of its officers and directors are residents of a foreign country, that certain underwriters or experts named in the registration statement are residents of a foreign country, and that all or a substantial portion of the assets of the registrant and of said

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