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(j) Discretionary accounts. If the registrant was not, immediately prior to the filing of the registration statement, subject to the requirements of section 13(a) or 15(d) of the Exchange Act, identify any principal underwriter that intends to sell to any accounts over which it exercises discretionary authority and include an estimate of the amount of securities so intended to be sold. The response to this paragraph shall be contained in a pre-effective amendment which shall be circulated if the information is not available when the registration statement is filed.
connection with the writing of exnange-traded call options, describe riefly such transactions.
(e) Underwriters' compensation. To ne extent not set forth on the cover age of the prospectus, describe the iscounts and commissions to be alpwed or paid to the underwriters, and ll other items that would be deemed y the National Association of Securiies Dealers to constitute underwriting ompensation for purposes of the Asociation's Rule of Fair Practice.
(f) Underwriter's representative on joard of directors. Describe any arangement whereby the underwriter has the right to designate or nominate i member or members of the board of lirectors of the registrant. The regiscrant shall disclose the identity of any director so designated or nominated, und indicate whether or not a person so designated or nominated, or allowed to be designated or nominated by the underwriter is or may be a director, of. ficer, partner, employee or affiliate of the underwriter.
(g) Indemnification of underwriters. - If the underwriting agreement provides for indemnification by the regis
trant of the underwriters or their controlling persons against any liability arising under the Securities Act, furnish a brief description of such indemnification provisions.
(h) Dealers' compensation. State briefly the discounts and commissions to be allowed or paid to dealers, including all cash, securities, contracts or other considerations to be received by any dealer in connection with the sale of the securities. If any dealers are to act in the capacity of sub-underwriters and are to be allowed or paid any additional discounts or commissions for acting in such capacity, a general statement to that effect will suffice without giving the additional amounts to be sold.
(i) Finders. Identify any finder and, if applicable, describe the nature of any material relationship between such finder and the registrant, its officers, directors, principal stockholders, finders or promoters or the principal underwriter(s), or if there is a managing underwriter(s), the managing underwriter(s), (including, in each case, affiliates or associates thereof).
$ 229.509 (Item 509) Interests of named
experts and counsel. If (a) any expert named in the registration statement as having prepared or certified any part thereof (or is named as having prepared or certified a report or valuation for use in connection with the registration statement), or (b) counsel for the registrant, underwriters or selling security holders named in the prospectus as having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of such securities, was employed for such purpose on a contingent basis, or at the time of such preparation, certification or opinion or at any time thereafter, through the date of effectiveness of the registration statement or that part of the registration statement to which such preparation, certification or opinion relates, had, or is to receive in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries or was connected with the registrant or any of its parents or subsidiaries as a promoter, managing underwriter (or any principal underwriter, if there are no managing underwriters) voting trustee, director, officer, or employee, furnish a brief statement of the nature of such contingent basis, interest, or connection.
Instructions to Item 509. 1. The interest of an expert (other than an accountant) or counsel will not be deemed substantial and need not be disclosed if the interest, includgenition is against public policy as expressed in the Act and is therefore unenforceable
$ 229 511 (Item 511) Other expenses of is
suance and distribution. Furnish a reasonably itemized statement of all expenses in connection with the issuance and distribution of the securities to be registered, other than underwriting discounts and commissions. If any of the securities to be registered are to be offered for the account of security holders, indicate the portion of such expenses to be borne by such security holder.
Instruction to Item 511. Insofar as practi: cable, registration fees, Federal taxes States taxes and fees, trustees' and transfer agents' fees, costs of printing and engraving. and legal, accounting, and engineering fees shall be itemized separately. Include as a separate item any premium paid by the reg. istrant or any selling security holder on any policy obtained in connection with the offering and sale of the securities being registered which insures or indemnifies directors or officers against any liabilities they may incur in connection with the registration, offering, or sale of such securities. The information may be given as subject to future contingencies. If the amounts of any items are not known, estimates, identified as such, shall be given.
229.510 (Item 310) Disclosure of Com
mission position on indemnification
for Securities Act liabilities. In addition to the disclosure prescribed by Item 702 of Regulation S-K ( 229.702), if the undertaking required by paragraph (i) of Item 512 of Regulation S-K ($ 229.512) is not required to be included in the registration statement because acceleration of the effective date of the registration statement is not being requested, and if waivers have not been obtained comparable to those specified in paragraph (i), a brief description of the indemnification provisions relating to directors, officers and controlling persons of the registrant against liability arising under the Securities Act (including any provision of the underwriting agreement which relates to indemnification of the underwriter or its controlling persons by the registrant against such liabilities where a director, officer or controlling person of the registrant is such an underwriter or controlling person thereof or a member of any firm which is such an underwriter) shall be included in the prospectus, together with a statement in substantially the following form:
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such in
8 229.512 (Item 512) Undertakings.
Include each of the following undertakings that is applicable to the offering being registered.
(a) Rule 415 Offering.' Include the following if the securities are registered pursuant to Rule 415 under the Securities Act (§ 230.415 of this chapter):
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this reg. istration statement:
(i) To include any propectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement
r the most recent post-effective mendment thereof) which, individally or in the aggregate, represent a indamental change in the informaon set forth in the registration stateient; (iii) To clude any m rial infornation with respect to the plan of disribution not previously disclosed in he registration statement or any maerial change to such information in he registration statement; Provided, however, that paragraphs a)(1)(i) and (a)(1)(ii) do not apply if he registration statement is on Form 5-3 ($ 239.13 of this chapter) Form S-8 $ 239.16b of this chapter), and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exhange Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered
which remain unsold at the terminaetion of the offering.
(4) If the regis ant is a foreign private issuer, to file a post-effective
amendment to the registration statement to include any financial statements required by 3-19 of Regulation S-X ($ 210.3-19 of this chapter) at the start of any delayed offering throughout a continuous offering.
(b) Filings incorporating subsequent Exchange Act documents by reference. Include the following if the registration statement incorporates by reference any Exchange Act document filed subsequent to the effective date of the registration statement:
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the of. fering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Warrants and rights offerings. Include the following, with appropriate modifications to suit the particular case, if the securities to be 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:
The undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.
(d) Competitive bids. Include the following, with appropriate modifications to suit the particular case, if the securities to be registered are to be offered at competitive bidding:
The undersigned registrant hereby undertakes (1) to use its best efforts to distribute prior to the opening of bids, to prospective bidders, underwriters, and dealers, a reasonable number of copies of a prospectus which at that time meets the requirements of section 10(a) of the Act, and relating to the securities offered at competitive bidding, as contained in the registration statement, together with any supplements thereto, and (2) to file an amendment to the registration statement reflecting the results of bidding, the terms of the reoffering and related matters to the extent required by the applicable form, not later than the first use, authorized by the issuer after the opening of bids, of a prospectus relating to the securities offered at competitive bidding, unless no further public offering of such securities by the issuer and no reoffering of such securities by the purchasers is proposed to be made.
(e) Incorporated annual and quar- stockholders of the registrant, at the terly reports. Include the following if time and in the manner such material the registration statement specifically is sent to its stockholders, copies of all incorporates by reference (other than reports, proxy statements and other by indirect incorporation by reference communications distributed to its through a Form 10-K (§ 249.310 of stockholders generally. this chapter) report) in the prospectus (3) Where interests in a plan are reg. all or any part of the annual report to istered herewith, the undersigned reg. security holders meeting the require- istrant and plan hereby undertake to ments of Rule 14a-3 or Rule 140-3 transmit or cause to be transmitted under the Exchange Act) $3 240.14a-3
promptly, without charge, to any parand 240.14C-3 of this chapter):
ticipant in the plan who makes a writThe undersigned registrant hereby under
ten request, a copy of the then latest takes to deliver or cause to be delivered with annual report of the plan filed pursuthe prospectus, to each person to whom the ant to section 15(d) of the Securities prospectus is sent or given, the latest annual Exchange Act of 1934 (Form 11-K report to security holders that is incorporat
(§ 249.311 of this chapter)). If such ed by reference in the prospectus and fur
report is filed separately on Form 11nished pursuant to and meeting the requirements of Rule 14a-3 or Rule 140-3 under
K, such form shall be delivered upon the Securities Exchange Act of 1934; and,
written request. If such report is filed where interim financial information re- as a part of the registrant's annual quired to be presented by Article 3 of Regu- report on Form 10-K, that entire lation S-X are not set forth in the prospec- report (excluding exhibits) shall be de tus, to deliver, or cause to be delivered to
livered upon written request. If such each person to whom the prospectus is sent
report is filed as a part of the regisor given, the latest quarterly report that is
trant's annual report to stockholders specifically incorporated by reference in the prospectus to provide such interim financial
delivered pursuant to paragraph (1) or information.
(2) of this undertaking, additional de
livery shall not be required. (f) Employee plans on Form S-8. Include the following if the registration
(4) If the registrant is a foreign pri
vate issuer eligible to use Form 20-F, statement is on a Form S-8 (§ 239.16b of this chapter):
then the registrant shall undertake to (1) The undersigned registrant
deliver or cause to be delivered with
the prospectus to each employee to hereby undertakes to deliver or cause to be delivered with the prospectus to
whom the prospectus is sent or given a each employee to whom the prospec
copy of the registrant's latest filing of
Form 20-F in lieu of the annual report tus is sent or given a copy of the regis
to stockholders. trant's annual report to stockholders for its last fiscal year, unless such em
(g) Equity offerings of nonreporting ployee otherwise has received a copy
registrants. Include the following if of such report, in which case the regis
equity securities of a registrant that trant shall state in the prospectus that
prior to the offering had no obligation it will promptly furnish, without
to file reports with the Commission charge, a copy of such report on writ
pursuant to section 13(a) or 15(d) of ten request of the employee. If the
the Exchange Act are being registered last fiscal year of the registrant has
for sale in an underwritten offering: ended within 120 days prior to the use The undersigned registrant hereby underof the prospectus, the annual report of takes to provide to the underwriter at the the registrant for the preceding fiscal closing specified in the underwriting agreeyear may be so delivered, but within ments certificates in such denominations such 120 day period the annual report
and registered in such names as required by for the last fiscal year will be fur
the underwriter to permit prompt delivery
to each purchaser. Inished to each such employee.
(2) The undersigned registrant (h) Registration on Form S-14 or Shereby undertakes to transmit 15 of securities offered for resale. Inpause to be transmitted to all employ- clude the following if the securities les participating in the plan who do are being registered on Form S-14 or hot otherwise receive such material as S-15 (§ 239.23 or § 239.29 of this chap
er) in connection with a transaction pecified in paragraph (a) of Rule 145 $ 230.145 of this chapter).
(1) The undersigned registrant ereby undertakes as follows: That rior to any public reoffering of the ecurities registered hereunder hrough use of a prospectus which is a art of this registration statement, by any person or party who is deemed to e an underwriter within the meaning of Rule 145(c), the issuer undertakes hat such reoffering prospectus will contain the information called for by he applicable registration form with espect to reofferings by persons who nay be deemed underwriters, in addicion to the information called for by che other Items of the applicable form.
(2) The registrant undertakes that every prospectus (i) that is filed pursuant to paragraph (h)(1) immediately preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415 (§ 230.415 of this chapter), will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability : under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration · statement relating to the securities of
fered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(i) Acceleration of effectiveness. Include the following if any acceleration is requested of the effective date of the registration statement pursuant to Rule 461 under the Securities Act
(§ 230.461 of this chapter), and 1
(1) Any provision or arrangement & exists whereby the registrant may in
demnify a director, officer or controlling person of the registrant against liabilities arising under the Securities Act, or
(2) The underwriting agreement contains a provision whereby the registrant indemnifies the underwriter or controlling persons of the underwriter against such liabilities and a director, officer or controlling person of the
registrant is such an underwriter or controlling person thereof or a member of any firm which is such an underwriter, and
(3) The benefits of such indemnification are not waived by such persons:
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being reg. istered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(Secs. 6, 7, 8, 10, 19(a), 48 Stat. 78, 79, 81, 85; secs. 205, 209, 48 Stat. 906, 908; sec. 301, 54 Stat. 857; sec. 8, 68 Stat. 685; sec. 1, 79 Stat. 1051; sec. 308(a)(2), 90 Stat. 57; secs. 12, 13, 15(d), 23(a), 48 Stat. 892, 894, 895, 901; secs. 1, 3, 8, 49 Stat. 1375, 1377, 1379; sec. 203(a), 49 Stat. 704; sec. 202, 68 Stat. 686; secs. 3, 4, 6, 78 Stat. 565-568, 569, 570-574; secs. 1, 2, 82 Stat. 454; sec. 28(c), 84 Stat. 1435; secs. 1, 2, 84 Stat. 1497; sec. 105(b), 88 Stat. 1503; secs. 8, 9, 10, 18, 89 Stat. 117, 118, 119, 155; sec. 308(b), 90 Stat. 57; secs. 202, 203, 204, 91 Stat. 1494, 1498, 1499, 1500; secs. 8 30, 31(c), 38(a), 54 Stat. 803, 836, 838, 841; 74 Stat. 201; 84 Stat. 1415; 15 U.S.C. 77f, 77g, 77h, 773, 77s(a), 781, 78m, 780(d), 78w(a), 80a-8, 80a-29, 80a-30(c), 80a-37(a)) (47 FR 11401, Mar. 16, 1982, as amended at 47 FR 39803, Sept. 10, 1982; 47 FR 54769, Dec. 6, 1982]
$ 229.601 (Item 601) Exhibits.
(a) Exhibits and index required. (1) Subject to Rule 411(c) ($ 230.411(c) of this chapter) under the Securities Act and Rule 12b-32 (§ 240.12b-32 of this chapter) under the Exchange Act regarding incorporation of exhibits by