- 306 - communications and relaxed integration rules). We also believe that our proposals balance these benefits with enhanced protection for investors (e.g., earlier prospectus delivery, filing of free writing prospectuses). We solicit comment on the impact that our proposals may have on microcap companies and microcap fraud. Should we exclude microcap companies from some of our proposals as a precautionary measure against microcap fraud? If so, which proposals? By excluding microcap companies from certain proposals would we be providing a competitive advantage to their non-microcap competitors? Rather than excluding microcap companies, should we provide for enhanced monitoring of microcap companies? We encourage your comments on whether and how our proposal would affect the secondary trading markets for securities. How would our proposal affect public investors, broker-dealers and the companies whose securities are traded in the secondary markets? Our proposed changes to the Exchange Act disclosure system would enhance and speed corporate information to the marketplace, would add Commission resources to oversight of the secondary markets and should provide valuable benefits to investors. Besides the proposed Exchange Act reporting changes, our proposal relates primarily to the securities offering process, rather than secondary trading. Would these proposed changes adversely affect participants in secondary trading? Would investor protection in secondary market transactions be affected by our proposed changes? If so, how? Any interested person wishing to submit written comments on any aspect of the proposals, as well as on other matters that might have an impact on the proposals, is requested to do so. In addition, the Commission requests comment on whether any further changes to the Commission's rules and forms are necessary or appropriate to implement the objectives of the proposals. Comments should be submitted in triplicate to Jonathan G. Katz, Secretary, U.S. Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 and should refer to file number S7-30-98. XVIII. STATUTORY BASES The proposed new rules, forms and amendments to the Commission existing rules and forms are being proposed pursuant to Sections 2(b), 6, 7, 8, 10, 19(a) and 28 of the Securities Act of 1933 as amended and Sections 3, 4, 10, 12, 15, 23 and 36 of the Securities Exchange Act of 1934. List of Subjects 17 CFR Part 200 Administrative practice and procedure, Authority delegation (Government agencies). 17 CFR Part 202 Administrative practice and procedure, Securities. 17 CFR Part 210 Accountants, Accounting. 17 CFR Part 228 Reporting and recordkeeping requirements, Securities, Small business. 17 CFR Parts 229, 239 and 249 Reporting and recordkeeping requirements, Securities. 17 CFR Part 230 Advertising, Investment companies, Reporting and recordkeeping requirements, Securities. 17 CFR Part 240 Brokers, Reporting and recordkeeping requirements, Securities. TEXT OF PROPOSED AMENDMENTS In accordance with the foregoing, the Securities and Exchange Commission proposes to amend Title 17, chapter II of the Code of Federal Regulations as follows: PART 200 -ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION AND REQUESTS 1. The authority citation for Part 200 continues to read in part as follows: Authority: 15 U.S.C. 77s, 78d-1, 78d-2, 78w, 78ll(d), 78mm, 79t, 77sss, 80a-37, 80b-11, unless otherwise noted. * * * * * 2. By removing paragraph (a)(4) in § 200.30-1 and by redesignating paragraphs (a)(5), (a)(6), (a)(7) and (a)(8) as paragraphs (a)(4), (a)(5), (a)(6) and (a)(7). - 307 - PART 202 - INFORMAL AND OTHER PROCEDURES 3. The authority citation for Part 202 continues to read in part as follows: Authority: 15 U.S.C. 77s, 77t, 78d-1, 78u, 78w, 78ll(d), 79r, 79t, 77sss, 77uuu, 80a-37, 80a-41, 80b-9, and 80b-11, unless otherwise noted. * * * * * 4. By revising the seventh sentence of the introductory text of § 202.3a to read as follows: § 202.3a Instructions for filing fees. * * * Filing fees paid pursuant to Section 6(b) of the Securities Act of 1933 ( 15 U.S.C. 77a et. seq.) or pursuant to Section 307(b) of the Trust Indenture Act of 1939 (15 U.S.C. 77aaa et. seq.) should be designated as "restricted," except that filing fees paid with respect to registration statements filed in accordance with Form SB-1, SB-2 and SB-3 (§§ 239.9, 239.10 and 239.11 of this chapter) or pursuant to §§ 230.462(b), 230.462(e) and 230.462(f) of this chapter should be designated as "unrestricted." * * * * * * * * PART 210 - FORM AND CONTENT OF AND REQUIREMENTS FOR FINANCIAL STATEMENTS, SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934, PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, INVESTMENT COMPANY ACT OF 1940, AND ENERGY POLICY AND CONSERVATION ACT OF 1975 5. The authority citation for Part 210 continues to read as follows: Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77aa(25), 77aa(26), 78j-1, 78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll(d), 79e(b), 79j(a), 79n, 79t(a), 80a-8, 80a-20, 80a-29, 80a- 30, 80a-37(a), unless otherwise noted. 6. By amending the Note following paragraph (a)(1) of § 210.3-14 by removing the words "Item 15 of Form S-11" and adding, in their place the words "Item 1107(b) of Regulation S-K (§ 229.1107(b) of this chapter)". PART 228 -INTEGRATED DISCLOSURE SYSTEM FOR SMALL BUSINESS ISSUERS 7. The authority citation for Part 228 continues to read as follows: Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77jjj, 77nnn, 77sss, 78l, 78m, 78n, 78o, 78u-5, 78w, 78ll, 80a-8, 80a- 29, 80a-30, 80a-37, 80b-11, unless otherwise noted. 8. By amending § 228.10 by removing paragraph (b)(4); and revising paragraph (a) to read as follows: § 228.10 (Item 10) General. (a) Application of Regulation S-B. Regulation S-B is the source of disclosure requirements for "small business issuer" filings under the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"). (1) Definition of small business issuer. A small business issuer is defined as a company that meets all of the following criteria: (i) Has revenues (including revenues of any consolidated subsidiaries) of less than $50,000,000; (ii) Is a U.S. or Canadian issuer; (iii) Is not an investment company; (iv) If a majority-owned subsidiary, the parent corporation is also a small business issuer; and (v) Each majority-owned subsidiary of the company, if any, meets the criteria of paragraphs (a)(1)(ii) and (a)(1)(iii) of this section. (2) Entering and exiting the small business disclosure system. (i) A company that meets the definition of small business issuer may use Form SB-1, SB-2 or SB-3 (§§ 239.9, 239.10 and 239.11 of this chapter), whichever is appropriate, for registration of its securities under the Securities Act; Form 10- SB (§ 249.210b of this chapter) for registration of its securities under the Exchange Act; and Forms 10-KSB and 10-QSB (§§ 249.310b and 249.308b of this chapter) for its annual and quarterly reports. (ii) For a non-reporting company entering the disclosure system for the first time either by filing a registration statement under the Securities Act or a registration statement under the Exchange Act, the determination as to whether the company is a small business issuer is made with reference to its revenues during its last fiscal year. (iii) Once a small business issuer becomes a reporting company, it will remain a small business issuer until it exceeds the revenue limit at the end of two consecutive years (or until it fails to meet one of the other criteria in the small business issuer definition). (iv) A reporting company that is not a small business issuer must meet the definition of a small business issuer at the end of two consecutive fiscal years before it will be considered a small business issuer. (v) The determination as to the reporting category (small business issuer or other issuer) made for a non-reporting company at the time it enters the disclosure system governs all Exchange Act reports relating to the remainder of that fiscal year. The determination made for a reporting company at the end of its fiscal year governs all Exchange Act reports relating to the next fiscal year. An issuer may not change from one category to another with respect to reports under the Exchange Act for a single fiscal year. A small business issuer may, however, choose not to use Form SB-1 or SB-2 (§ 239.9 or § 239.10 of this chapter) for registration under the Securities Act. (vi) Notwithstanding paragraph (a)(2)(v) of this section, a company that is a reporting company as of _______________ [insert date of effectiveness of this amendment] may determine at any time between _________ [insert date of effectiveness of this amendment] and _________ [insert date one year after effectiveness of this amendment] to begin reporting under the Exchange Act on the forms available only to small business issuers if it satisfies the small business issuer definition through having revenues of less than $50 million in each of its last two fiscal years and satisfying the other criteria in paragraph (a)(1) of this section. * * * * * 9. By amending § 228.304 by revising the introductory text of paragraph (a)(1), paragraphs (a)(1)(i), (a)(1)(iii), (a)(1)(iv)(A), (a)(1)(iv)(B), (a)(1)(iv)(B)(2), (a)(1)(iv)(B)(3), (a)(1)(iv)(D) and (a)(1)(iv)(E); and by adding a sentence at the end of paragraph (a)(3) to read as follows: § 228.304 (Item 304) Changes in and disagreements with accountants on accounting and financial disclosure. (a)(1) The disclosure described below is required if the small business issuer, during its two most recent fiscal years or any subsequent interim period, dismissed its principal independent accountant or a significant subsidiary dismissed its independent accountant on whom the small business issuer's principal accountant expressed reliance in its report. The disclosure also is required if, during that time, any of those accountants: resigned; declined to stand for re-election after the current audit; notified the registrant or a significant subsidiary that reliance on the accountant's prior audit report is no longer permissible; or notified the registrant or a significant subsidiary that it will not consent to the use of the accountant's prior audit report in a filing with the Commission. State: (i) Which of the actions described in paragraph (a)(1) of this section occurred and when; * * * * * (iii) If a change in accountants resulted, whether the decision to change accountants was recommended or approved by the board of directors or a committee thereof; and (iv)(A) Whether, during the small business issuer's two fiscal years and any subsequent interim period immediately preceding the date of the action described in paragraph (a)(1) of this section, there were disagreements with the accountant, whether or not resolved to the accountant's satisfaction, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure; (B) The following information, if applicable. Indicate whether the accountant advised the small business issuer that: * * * * * (2) Information has come to the attention of the accountant that made the accountant unwilling to rely on management's representations, or unwilling to be associated with the financial statements prepared by management; or (3) The scope of its audit should be expanded significantly, or that information has come to the accountant's attention that the accountant has concluded will, or if further investigated might, materially impact the fairness or reliability of a previously issued audit report or the underlying financial statements, or the financial statements issued or to be issued covering the fiscal period(s) subsequent to the date of the most recent audited financial statements (including information that might preclude the issuance of an unqualified audit report); and * * * * * (D) Whether the board of directors or any committee thereof discussed the subject matter of each such disagreement with the accountant; * * * * * (E) If a change in accountants resulted, whether the small business issuer has authorized the former accountant to respond fully to the inquiries of the successor accountant concerning the subject matter of each such disagreement. If not, describe the nature of any limitation on responses and the reason for that limitation. * * * * * (a) * * * (3) If the former accountant declines to furnish the registrant with a letter addressed to the Commission stating whether the accountant agrees with the statements made by the registrant in response to this Item 304(a), so state. * * * * * 10. By amending § 228.512 by removing the words "Form S-3 or S-8 (§§ 239.13 or 239.16b of this chapter)" from the Note to paragraph (a)(1) and adding in their place the words "Form B or S-8 (§§ 239.5 or 239.16b of this chapter)"; and by adding paragraphs (g), (h) and (i) to read as follows: § 228.512 (Item 512) Undertakings. * * * * * (g) Registration on Form SB-3 of securities offered for resale. Include the following if the securities are being registered on Form SB-3 (§ 239.11 of this chapter) in connection with a transaction specified in paragraph (a) of § 230.145 of this chapter: (1) Before a public reoffering of securities registered on this Form by any person who is considered an underwriter within the meaning of § 230.145(c) of this chapter through use of a prospectus that is a part of this registration statement, [Name of registrant] will ensure that the reoffering prospectus contains all the information called for by the Form concerning the reoffering by the underwriter(s) (in addition to the information required by other items of the Form). (2) [Name of registrant] will file as part of an amendment to the registration statement any prospectus that is filed under paragraph (g)(1) of this Item or purports to meet the requirements of Section 10(a)(3) of the Securities Act (15 U.S.C. 77j(a)(3)) and is used in connection with an offering of securities subject to § 230.415 of this chapter. We will not use such prospectus until the amendment containing the prospectus is effective. For purposes of determining any liability under the Securities Act of 1933 (15 U.S.C. 77a et. seq.), we acknowledge that each amendment will be considered a new registration statement relating to the securities being offered, and the offering of those securities at that time will be considered the initial bona fide offering of those securities. (h) Delayed payment of registration fee. A small business issuer relying on § 230.456 of this chapter to delay paying the registration fee, must include the following undertaking: [Name of registrant] will pay the required registration fee no later than the earlier of: (1) the date on which we request that the Commission grant effectiveness of this registration statement under Section 8(a) of the Act (15 U.S.C. 77h(a)); or (2) the date on which we file an amendment to the registration statement that contains the statement set forth in § 230.473(b). (i) Registration on Form SB-1, SB-2 or SB-3. If the securities are being registered on Form SB-1 (§ 239.9 of this chapter), Form SB-2 (§ 239.10 of this chapter) or on Form SB-3 (§ 239.11 of this chapter) include the following: The registrant will file with the Commission, on or before the date of first use, all free writing materials used in connection with the securities registered on this registration statement after effectiveness and before the offering is completed. 11. By amending § 228.601 by removing from paragraph (b)(1) the words "Form S-3 (§ 239.13)" and adding, in their place, the words "Form B (§ 239.5)"; by removing from paragraph (b)(10)(ii)(B)(5) the words ", or registering debt or non-voting preferred stock on Form S-2 (§ 239.12)"; by removing from Note 2 to paragraph (c)(1)(ii) the words "Form S-3 (§ 239.13 of this chapter)" and adding, in their place, the words "Form B (§ 239.5 of this chapter)"; by removing from Note 1 to paragraph (c)(1) the words "Form S-2 (§ 239.12 of this chapter), Form S-3 (§ 239.13 of this chapter)" and adding, in their place, the words "Items 11 and 12 of Form SB-2 (§ 239.10 of this chapter), Form B (§ 239.5 of this chapter)"; by removing from the introductory text of paragraph (c)(3) the words "Form S-1 (§ 239.11 of this chapter)" and adding, in their place, the words "Form A (§ 239.4 of this chapter)"; and by revising the exhibit table to read as follows: - 308 - Securities Exchange Act Act forms forms B SB-2 SB-3 S-8 10-SB 8-K 10- 10- QSB KSB (1) Underwriting X X X X agreement (2) Plan of acquisition, reorganization, arrangement, liquidation X X X X X X X or succession (3) (i) Articles of X X X X X Incorporation (ii) By-Laws X X X X X (4) Instruments defining the rights of security holders, including indentures X X X X X X X X (5) Opinion re X X X X legality (6) No exhibit N/A N/A N/A N/A N/A N/A N/A N/A required. (7) [Removed and reserved] (8) Opinion re X X X tax matters (9) Voting trust X X X X agreement (10) Material X X X X X contracts (11) Statement re computation of per share X X X X X earnings (12) No exhibit N/A N/A N/A N/A N/A N/A N/A N/A required (13) Annual or quarterly reports, X X X Form 10-Q[1] (14) [Removed and reserved] (15) Letter re unaudited interim financial information X X X X X (16) Letter re change in certifying X X X X X accountant[3] (17) Letter re director resignation X (18) Letter re change in accounting X X principles (19) Report furnished to security X holders (20) Other documents or statements to security holders X (21) Subsidiaries of the registrant X X X X (22) Published report regarding matters submitted to vote of security X X holders (23) Consents of experts and counsel X X X X X[2] X[2] X[2] (24) Power of X X X X X X X X attorney (25) Statement of eligibility of trustee X X X (26) Invitation for competitive bids X X X (27) Financial Data Schedule[4] X X X X X X X (28) [Removed and reserved] (29) Underwriter Concurrence with X Effective Date [Reserved (30) through (98)] (99) Additional X X X X X X X X Exhibits 1 Only if incorporated by reference into a prospectus and delivered to holders along with the prospectus as permitted by the registration statement; or in the case of a Form 10-KSB, where the annual report is incorporated by reference in to the text of of the Form 10-KSB. 2 Where the opinion of the expert or counsel has been incorporated by reference into a previously filed Securities Act registration statement. 3 If required under Item 304 of Regulation S-K. 4 Financial Data Schedules must be filed by electronic filers only. Such Schedule must be filed only when a filing includes annual and/or interim financial statements that have not been previously included in a filing with the Commission. See Item 601(c) of Regulation S-B. - 310 - PART 229 - STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975 - REGULATION S-K 12. The authority citation for Part 229 continues to read in part as follows: Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn, 77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78u-5, 78w, 78ll(d), 79e, 79n, 79t, 80a-8, 80a-29, 80a-30, 80a-37, 80b-11, unless otherwise noted. * * * * * 13. By amending § 229.10 by removing in paragraph (c)(1)(iii) the words "Form S-3 (§ 239.13 of this chapter)" and adding, in their place, the words "Form B (§ 239.5 of this chapter)". 14. By amending § 229.101 by removing in paragraph (a)(2)(i) the words "Form S-1 (§239.11 of this chapter)" and adding, in their place, the words "Form A (§239.4 of this chapter)", and by removing in paragraph (a)(2)(iii)(B)(1) the words "Form S-1" and adding, in their place, the words "Form A". 15. By amending § 229.102 by removing the words "Office of Engineering" in Instruction 4. to Instructions to Item 102 and adding, in their place, "Office of Natural Resources". 16. By amending § 229.201 by removing in paragraph (a)(2) the words "Form S-1 (§239.11 of this chapter)" and adding, in their place, the words "Form A (§239.4 of this chapter)". 17. By amending § 229.304 by revising the introductory text of paragraph (a)(1), paragraph (a)(1)(i), the introductory text of paragraph (a)(1)(iii), paragraph (a)(1)(iv), the first sentence of the introductory text of paragraph (a)(1)(v), paragraph (a)(1)(v)(C)(2), paragraph (a)(1)(v)(D)(2); and by adding a sentence at the end of paragraph (a)(3) to read as follows: § 229.304 (Item 304) Changes in and disagreements with accountants on accounting and financial disclosure. (a)(1) The disclosure described below is required if the registrant, during its two most recent fiscal years or any subsequent interim period, dismissed its principal independent accountant or a significant subsidiary dismissed its independent accountant on whom the registrant's principal accountant expressed reliance in its report. The disclosure also is required if, during that time, any of those accountants: resigned; declined to stand for re-election after the current audit; notified the registrant or a significant subsidiary that reliance on the accountant's prior audit report is no longer permissible; or notified the registrant or a significant subsidiary that it will not consent to the use of the accountant's prior audit report in a filing with the Commission. (i) State which of the actions described in paragraph (a)(1) of this section occurred and when; * * * * * (iii) If a change in accountants resulted, state whether the decision to change accountants was recommended or approved by: * * * * * (iv) State whether, during the registrant's two fiscal years and any subsequent interim period immediately preceding the date of the action described in paragraph (a)(1) of this section, there were disagreements with the accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. In addition: (A) Describe each such disagreement; (B) State whether the board of directors or any committee thereof discussed the subject matter of each such disagreement with the accountant; and (C) If a change in accountants resulted, state whether the registrant has authorized the former accountant to respond fully to the inquiries of the successor accountant concerning the subject matter of each such disagreement. If not, describe the nature of any limitation on responses and the reason for that limitation. Instructions to Item (a)(1)(iv). 1. The registrant need only disclose information in response to this Item if the disagreement(s), if not resolved to the satisfaction of the accountant, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report. 2. The disagreements required to be reported in response to this Item include both those resolved to the accountant's satisfaction and those not resolved to the accountant's satisfaction. 3. Disagreements contemplated by this Item are those that occur at the decision-making level, i.e., between personnel of the registrant responsible for the presentation of its financial statements and personnel of the accounting firm responsible for rendering its report. (v) If, during the registrant's two fiscal years and any subsequent interim period immediately preceding the date of the action described in paragraph (a)(1) of this Item, any of the events listed in paragraphs (a)(1)(v)(A) through (a)(1)(v)(D) of this Item occurred, provide the information required by paragraph (a)(1)(iv) of this Item for each event (even if the registrant and the accountant did not express a difference of opinion regarding the event). * * * * * * * * (C) * * * (2) Due to the action described in paragraph (a)(1) of this Item, or for any other reason, the accountant did not so expand the scope of its audit or conduct such further investigation; or (D) * * * (2) Due to the action described in paragraph (a)(1) of this Item, or for any other reason, the issue has not been resolved to the accountant's satisfaction prior to such action. * * * * * (3) * * * If the former accountant declines to furnish the registrant with a letter addressed to the Commission stating whether the accountant agrees with the statements made by the registrant in response to this Item 304(a), so state. * * * * * 18. By amending § 229.305 by revising Instruction 2.D. to General Instructions to Paragraphs 305(a), 305(b), 305(c), 305(d), and 305(e), to read as follows: § 229.305 Quantitative and Qualitative Disclosures About Market Risk * * * * * General Instructions to Paragraphs 305(a), 305(b), 305(c), 305(d), and 305(e): 2. * * * D. For purposes of Instruction 1. of the General Instructions to Paragraphs 305(a), 305(b), 305(c), 305(d), and 305(e), market capitalization is the aggregate market value of common equity. The term "common equity" is as defined in Securities Act Rule 405 (§230.405 of this chapter). The aggregate market value of the registrant's outstanding voting and non-voting common equity shall include the common equity held by affiliates and shall be computed by use of the price at which the common equity was last sold, or the average of the bid and asked prices of such common equity, in the principal market for such common equity as of January 28, 1997. 19. By amending § 229.404 by removing in the introductory text of paragraph (d) the words "Form S-1 under the Securities Act (§239.11 of this chapter)" and adding, in their place, the words "Form A under the Securities Act (§239.4 of this chapter)". 20. By amending § 229.501 by revising the section heading to read as follows: § 229.501 (Item 501)Front cover page of the registration statement and outside front cover page of the prospectus. * * * * * 21. By amending § 229.512 by removing in paragraph (a)(1)(iii) the words "on Form S-3 (§ 239.13 of this chapter)" and adding in their place the words "on Form B (§ 239.5 of this chapter)"; in paragraph (a)(4), by removing in the third sentence the words "on Form F-3 (§ 239.33 of this chapter)" and adding, in their place, the words "on Form B (§ 239.5 of this chapter)", and removing the words "in the Form F-3." and adding in their place "in the Form B."; by revising paragraph (b) and the introductory text of paragraph (g); and by adding paragraph (k) to read as follows: § 229.512 (Item 512) Undertakings. * * * * * (b) Filings incorporating by reference subsequent Exchange Act documents. Include the following if the registration statement incorporates by reference any Exchange Act document filed subsequent to the initial effective date of the registration statement: The undersigned registrant hereby undertakes that, for determining liability under the Securities Act of 1933, each of the registrant's reports pursuant to Section 13(a) or 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 offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. * * * * * (g) Registration on Form C or Form SB-3 of securities offered for resale. Include the following if the registrant is registering an offering on Form C or Form SB-3 (§§ 239.6 or 239.11 of this chapter) in connection with a transaction specified in paragraph (a) of Rule 145 (§ 230.145 of this chapter). * * * * * (k) Registration on Form A, Form B or Form C. If the securities are being registered on Form A (§ 239.4 of this chapter), Form B (§ 239.5 of this chapter) or on Form C (§ 239.6 of this chapter) include the following: The registrant will file with the Commission, on or before the date of first use, all free writing materials used in connection with the securities registered on this registration statement after effectiveness and before the offering is completed. 22. By amending § 229.601 by removing from paragraph (b)(10)(iii)(B)(6) the words "or registering debt instruments or preferred stock which are not voting securities on Form S-2"; and by removing from Note 1 to Paragraph (c)(1) the words "Form S-2 (§ 239.12 of this chapter), Form S-3 (239.13 of this chapter)" and adding, in their place, the words "Form B (239.13 of this chapter), General Instruction VIII of Form A (§ 239.4 of this chapter)"; by revising the Exhibit Table, paragraph (b)(4)(ii) and paragraph (b)(8); and by adding paragraph (b)(28) to read as follows: § 229.601 (Item 601)Exhibits. * * * * * (b) * * * (4) Instruments defining the rights of security holders, including indentures (i) * * * (ii) Except as set forth in paragraph (b)(4)(iii) of this Item, for filings on Forms A and C under the Securities Act (§§ 239.4 and 239.6 of this chapter) and Forms 10 and 10-K (§§ 249.210 and 249.310 of this chapter) under the Exchange Act all instruments defining the rights of holders of long-term debt of the registrant and its consolidated subsidiaries and for any of its unconsolidated subsidiaries for which financial statements are required to be filed. * * * * * (8) Opinion re tax matters. (i) Real estate entity registrants and roll-up transactions. The registrant must file an opinion of counsel, an opinion of an independent public or certified public accountant or a revenue ruling from the Internal Revenue Service supporting the tax matters and consequences to the investors it describes in its filing in the following circumstances: (A) The registrant is required to provide the information required by Item 1108 of Regulation S-K (Tax treatment) in its registration statement on Form A (§ 239.4 of this chapter); (B) Securities Act Industry Guide 5 applies to the offering; or (C) The transaction being registered is a roll-up as defined in Item 901 of Regulation S-K. (ii) All other registrants. All other registrants must include this exhibit only when the tax consequences are material to an investor and the registrant includes a discussion of tax consequences in the filing. If a tax opinion is set forth in full in the filing, the exhibit may so state instead of repeating the full opinion. Any conditions or qualifications on the opinion must be adequately described in the filing. * * * * * (28) Underwriter concurrence with effective date. A registrant filing a registration statement listed in § 230.462(f)(1) of this chapter must file the written concurrence with the effective date, signed and dated by the managing underwriter(s), or if there are no managing underwriter(s), of the principal underwriter(s) of its offering. If the filed concurrence is not manually signed, a registrant must retain the manually signed underwriters' concurrence for a period of five years. Upon request, the registrant must provide a copy of that concurrence to the Commission or its staff. * * * * * - 311 - Securities Act forms A B C[3] S-8 (1) Underwriting X X .. agreement (2) Plan of acquisition, reorganization, arrangement, liquidation X X .. or succession (3) (i) Articles of X X .. Incorporation (ii) By-Laws X X .. (4) Instruments defining the rights of security holders, including indentures X X X X (5) Opinion re X X X X legality (6) [Removed and reserved] (7) [Removed and reserved] (8) Opinion re X X X .. tax matters (9) Voting trust X X .. agreement (10) Materials X X .. contracts (11) Statement re computation of per share X X .. earnings (12) Statements re computation X X .. of ratios (13) Annual report to security holders, Form 10-Q or quarterly report to security X X .. holders [1] (14) [Removed and reserved] (15) Letter re unaudited interim financial information X X X (16) Letter re change in certifying X[4] X[4] .. accountant (17) Letter re director resignation .. .. .. .. (18) Letter re change in accounting .. .. .. .. principles (19) Report furnished to security .. .. .. .. holders (20) Other documents or statements to security holders .. .. .. .. (21) Subsidiaries of the registrant X X .. (22) Published report regarding matters submitted to vote of security .. .. holders (23) Consents of experts and counsel[2] X X X X (24) Power of X X X attorney (25) Statement of eligibility of trustee X X X .. (26) Invitation for competitive bids X X .. (27) Financial Data Schedule[5] X X .. (28) [Removed and reserved] (29) Underwriter Concurrence with X X Effective Date [Reserved (30) through (98)] (99) Additional X X Exhibits 1 Where incorporated by reference into the text of the prospectus and delivered to security holders along with the prospectus as permitted by the registration statement; or, in the case of the Form 10-K, where the annual report to security holders is incorporated by reference into the text of the Form 10-K. 2 Where the opinion of the expert or counsel has been incorporated by reference into a previously filed Securities Act registration statement 3 An exhibit need not be provided about a company if (a) the company meets the requirements of General Instruction I.A., I.B., I.C.1 of Form B; and (b) The Exhibit would not have been required to be filed if the Company was registering a primary offering on Form B. 4 If required pursuant ot Item 304 of Regulation S-K. 5 Financial Data Schedules shall be filed by electronic filers only. Such schedule shall be filed only when a filing includes annual and/or interim financial statements that have not been previously included in a filing with the Commission. See Item 601 of Regulation S-K. - 313 - 23. By amending Securities Act Industry Guide 5 (referenced in § 229.801(e)) by removing from paragraph 16 the words "Form S-1 or S-11" and adding, in their place, the words "Form A (§ 239.4 of this chapter)" and by revising paragraph 19.D. to read as follows: Note: The text of Securities Act Industry Guide 5 does not and this amendment will not appear in the Code of Federal Regulations. * * * * * Guide 5 * * * * * 19. Summary of promotional and sales material * * * * * D.(1) The registrant or any offering participant must, before its use, provide the Commission staff supplementally any written sales material that it intends to furnish investors. This includes all materials described in paragraph B. The registrant or the offering participant need not, however, supplementally provide the staff with sales material if: (i) the offering is registered on Form A and the registrant meets the requirements of General Instruction VIII. of that Form; (ii) the offering is registered on Form B; (iii) the staff has notified the registrant that its registration statement will not be reviewed; or (iv) the sales material is used only internally. (2) For purposes of this paragraph, sales material includes all marketing memoranda that are sent by the General Partner or its affiliates to broker/dealers or other sales personnel and may include material labeled "for broker/dealers use only." Staff comments, if any, will be promptly communicated to the registrant. The registrant should contact the staff before using any sales material that has been submitted to the staff. Note to paragraph 19.D.: You should read Securities Act Rule 425. Sales materials may be required to be filed under that Rule. 24. By amending Part 229 to add Subpart 229.1100 to read as follows: Subpart 229.1100 - Real Estate Interests 229.1101 (Item 1101) Definitions. 229.1102 (Item 1102) Limitations on transfer. 229.1103 (Item 1103) Summary risk factor information. 229.1104 (Item 1104) Organization. 229.1105 (Item 1105) Operating and financing activities. 229.1106 (Item 1106) Real estate and other investment activities. 229.1107 (Item 1107) Description of real estate and operating data. 229.1108 (Item 1108) Tax treatment of you and your investors. 229.1109 (Item 1109) Certain relationships and related transactions. 229.1110 (Item 1110) Selection, management and custody of investments. 229.1111 (Item 1111) Conflict of interest policies. 229.1112 (Item 1112) Limitations of liability. 229.1113 (Item 1113) Sales to special parties. * * * * * Subpart 229.1100 - Real Estate Interests § 229.1101 (Item 1101)Definitions For purposes of this subpart 229.1100 of Regulation S-K: (a) You are a real estate entity if you: (1) Are a real estate investment trust under Section 856 of the Internal Revenue Code (26 U.S.C. 856(a)); or (2) Invest in real estate, interests in real estate, or securities of other real estate investors as your primary business. Instruction to Item 1101(a) "Real estate entity" does not include any issuer that is an investment company registered or required to register under the Investment Company Act of 1940. (b) Affiliated person means: (1) Your directors and officers; (2) Any person directly or indirectly controlling or under direct or indirect common control with you; (3) Any record owner who owns, or anyone you know who beneficially owns, 10 percent or more of any class of your equity securities; (4) Any promoter directly or indirectly connected with you in any capacity; (5) Principal underwriters of securities being registered; (6) People performing management or advisory services; and (7) Any associate of any of these people. § 229.1102 (Item 1102) Limitations on transfer. Disclose on the cover page of the prospectus any limitations on the transfer of the securities you are offering. If no market exists for the securities, so state on the cover page. If a market does exist, disclose in the prospectus the nature of the market and the market price as of the latest practicable date before the filing of the registration statement or an amendment to the registration statement. § 229.1103 (Item 1103) Summary risk factor information. In a series of concise bullets or paragraphs, present a summary of the risk factors of the offering. Address the following, if appropriate: (a) A comparison of the percentage of securities being offered to the public and those issued or to be issued to affiliated person; (b) The extent to which security holders can be liable for your acts or obligations; (c) The allocation of cash distributions between investors who are affiliated persons and those investors who are not affiliated persons; and (d) The compensation and benefits affiliated persons will receive, directly or indirectly. With respect to underwriters, include a comparison of the aggregate compensation and benefits to be received by them with the aggregate net proceeds from the sale of the securities being registered. § 229.1104 (Item 1104) Organization. (a) Provide the following information: (1) Your name and form of organization; (2) The State or other jurisdiction whose laws govern your organization; (3) The date your governing instruments became operative; and (4) The date on which your governing instruments will expire, if any and, if you may be finite life as defined in Item 901 of Regulation S-K, your planned time period for holding your assets. (b) Outline any provisions of your governing instruments that provide that your duration or planned investment holding period may be shortened or extended. (c) Summarize the provisions of your governing instruments, or any policy or proposed policy, relating to the holding of annual or other meetings of investors. (d) If you were organized within the last five years, name all promoters. Indicate whether each promoter holds any position or intends to hold any position with you. § 229.1105 (Item 1105) Operating and financing activities. For each of the following activities, describe your and your subsidiaries' policy or proposed policy, indicate if you may change each policy without a vote of investors, and indicate the extent to which you have engaged in each activity. (a) Issue securities senior to the securities you are offering; (b) Borrow money; (c) Make loans. Purchasing a portion of publicly distributed bonds, debentures or other securities, in the original distribution, or otherwise, is not making a loan; (d) Invest in another issuer's securities in order to exercise control; (e) Underwrite other issuer's securities; (f) Purchase, sell or trade investments; (g) Offer securities in exchange for property; (h) Repurchase or otherwise reacquire your securities; and (i) Provide annual or other reports to investors. Indicate what the reports will cover and whether they will include audited financial statements. Instruction to Item 1105. Include a separate description of your policy for each activity. If you will not engage in a particular activity, specifically state that you will not. § 229.1106 (Item 1106) Real estate and other investment activities. (a) Describe the types of real estate investments you intend to make and indicate whether you can change this plan without a vote of investors. (b) Describe the principles and procedures you and your subsidiaries will use in investing in the assets. (c) Disclose the percentage of your and your subsidiaries' assets you may invest in any one type of investment. (d) You should include the information below if you or your subsidiaries might invest in the following types of assets: (1) Investments in real estate or real estate interests. (i) Identify the geographic areas where you intend to invest; (ii) Describe the types of real estate in which you may invest, such as office buildings, apartment buildings, shopping centers, industrial and commercial properties, special purpose buildings or undeveloped land; (iii) Describe how you intend to operate and finance your real estate. Disclose any limit on the number or amount of mortgages you may place on any one piece of property; (iv) Specifically state whether your policy is to acquire assets primarily for income or capital gain; and (v) Disclose your policy as to the amount or percentages of your assets you may invest in any one property; (2) Investments in real estate mortgages and mortgage-backed securities. (i) Describe the types of mortgages you may invest in, such as first or second mortgages. Disclose whether the mortgages are guaranteed, and if so, by whom; (ii) Describe your policy as to the amount or percentage of assets you may invest in any single mortgage; (iii) Describe each type of mortgage activity in which you intend to engage, such as originating or servicing mortgages; (iv) Describe how long you anticipate holding these investments; (v) Indicate the types of properties subject to mortgages in which you intend to invest, such as, single family homes, apartment buildings, office buildings, bowling alleys, commercial properties or undeveloped land; and (vi) Identify the geographic areas where the property underlying the mortgages is located. (3) Securities of or interests in other real estate investors. (i) Describe the types of securities or other interests in persons engaged in real estate activities in which you may invest, such as common stock, limited partnership interests, interests in real estate investment trusts, mortgage-backed securities and joint venture interests; (ii) Disclose your policy as to the amount or percentage of your assets you may invest in each type of security or interest and the amount or percentage of your assets you may invest in any one issuer; (iii) Describe the investment policies and primary activities of persons in which you will invest, such as mortgage sales, investment in office buildings or investment in undeveloped land; and (iv) State your criteria for the purchase of these securities or interests, such as securities listed on a national securities exchange, minimum net income requirements, period of operation of issuer or rating of security. (e) Indicate the type of other securities (e.g., bonds, preferred stocks, common stocks) and the industry groups in which you may invest and the percentage of your assets which you may invest in each type or industry group. Describe how you will acquire these assets. § 229.1107 (Item 1107) Description of real estate and operating data. Provide the following information separately for each material real estate interest. For all other real estate interests, provide the following information by classes or groups of properties that reasonably convey the required disclosure: (a) For real estate interests in which you or your subsidiaries now invest or intend to invest: (1) State the location and describe the general character; (2) Identify the present and proposed use and discuss whether the real estate interests are suitable and adequate for the present or proposed use; (3) Describe your title to or interest in the real estate; (4) For each material mortgage, lien or other encumbrance: (i) Disclose the principal amount; (ii) Describe the interest and amortization provisions; (iii) Describe the prepayment provisions; (iv) Discuss any cross collateralization or cross default provisions; (v) Identify the maturity date; and (vi) Quantify the balance due at maturity assuming no prepayment of principal; (5) Disclose principal lease terms; (6) Outline the terms of any option or contract to purchase or sell the real estate interests; (7) Briefly discuss proposed renovation, development or improvement programs. Quantify the cost of these programs. If you do not have any plans, state that you have no plan and indicate why you are investing or will invest in the real estate; (8) Describe the general competitive conditions in the markets in which the real estate interests or the underlying properties are operated; and (9) State whether management believes that the real estate interest or the underlying properties are adequately covered by insurance. (b) For each improved material real estate interest in which you or your subsidiaries now invest or intend to invest: (1) Occupancy rate, as a percentage of rentable square footage or units, for each of the past five years; (2) Average annual effective rent paid per square foot or per unit for each of the past five years; - 314 - (3) The following schedule of lease expirations in each of the next ten years: (A) (B) (C) (D) Total Area Annual Percentage Number of Covered Rental of gross Tenants By of annual Year with Expiring Expiring rental Leases Leases Leases for expiring Expiring (sq. feet) ($) leases _________ ________ __________ ________ ___________ Year in which filing is made Second Year * * * Tenth Year (4) The number of tenants that occupy ten percent or more of the rentable square footage, the main business of those tenants and the principal provisions of their lease including, but not limited to, annual rent, the expiration date and any renewal option; (5) The principal businesses, occupations or professions conducted at the property underlying the real estate interest; (6) The Federal tax basis, rate, depreciation method and life claimed for each real estate interest or component for which you charge depreciation; and (7) The realty tax rate, annual realty taxes and estimated taxes on any proposed improvement. Instructions to Item 1107. 1. You need not provide detailed legal and physical descriptions of your real estate interest. Rather, you should disclose all information necessary for an investor to evaluate and understand your real estate interests. We encourage tabular presentation. 2. A material real estate interest is one that: (a) Has a book value representing ten percent or more of your total assets, including assets of your consolidated subsidiaries; or (b) Produced gross revenue in the last fiscal year that was ten percent or more of your total revenues for the last fiscal year, including revenues of your consolidated subsidiaries. § 229.1108 (Item 1108) Tax treatment of you and your investors. Describe material Federal income tax consequences for you, your subsidiaries and your investors including a discussion of: (a) Your and your subsidiaries' treatment under Federal income tax laws; (b) The treatment of distributions to investors under Federal income tax laws, including gains from the sale of securities or real estate interests in excess of annual net income; and (c) The tax treatment of any exchange of securities for real estate interests or other securities. § 229.1109 (Item 1109) Certain relationships and related transactions. Disclose the aggregate depreciation claimed by the seller for Federal income tax purposes if: (a) You provide any information required by Instruction 5 to Item 404(a) of Regulation S-K; and (b) The assets had been acquired by the seller within five years prior to the Item 404 of Regulation S-K transaction. § 229.1110 (Item 1110) Selection, management and custody of investments. (a) Describe any arrangements you or your subsidiaries have made or propose to make with respect to the following. If any of the persons performing these services is a corporation or other organization, include the name and principal occupations during the last five years of each principal executive officer of such corporation or other organization: (1) Management of your real estate interests, including arranging for purchases, sales, leases, maintenance and insurance; (2) The purchase, sale and servicing of your mortgages; and (3) Investment advisory services. (b) If any of these services in paragraph (a) of this Item will be performed by any affiliated person, other than an officer or director performing the services in that capacity with no additional compensation, furnish the following information about each person: (1) Name and address; (2) Nature of principal business; (3) Principal occupations during the last five years; (4) Nature of all existing direct or indirect material interests in or business connections with you or any of your affiliated person; (5) Nature of all services rendered to you; and (6) Compensation received from you and your subsidiaries, directly or indirectly, during your last fiscal year and the capacities in which this remuneration was received. § 229.1111 (Item 1111) Conflict of interest policies. Outline your policies and provisions of your governing instruments which limit any person from any of the following: (a) Having any financial interest in any investment you or any of your subsidiaries will acquire or dispose of or in any transaction to which you or any of your subsidiaries are a party or have an interest; and (b) Engaging for their own account in business activities of the types you and your subsidiaries conduct or will conduct. § 229.1112 (Item 1112) Limitations of liability. Outline the principal provisions of your governing instruments or of any contract or arrangement to which you or a subsidiary are a party that limit the liability of affiliated person or any of their directors, officers or employees. Indicate the effect of Section 14 of the Act (15 U.S.C. 77n) upon any provision broad enough to cover liability arising under the Act. § 229.1113 (Item 1113) Sales to special parties. Name each person or specify each class of persons (other than underwriters or dealers, acting in that capacity) to whom you or your subsidiaries have sold securities within the past six months or are going to sell securities at a different price than you are offering the same class of securities pursuant to this registration statement. Also provide this information with respect to any selling security holder registering securities pursuant to this registration statement. State the consideration given or to be given by each of these persons or class. PART 230 - GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 25. By revising the general authority citation for Part 230 to read in part as follows: AUTHORITY: 15 U.S.C. 77b, 77c, 77d, 77f, 77g, 77h, 77j,, 77r, 77s, 77sss, 77z-3, 78c, 78d, 78l, 78m, 78n, 78o, 78t, 78w, 78ll(d), 78mm, 79t, 80a-8, 80a-24, 80a-28, 80a-29, 80a-30, and 80a-37, unless otherwise noted. * * * * * 26. By revising paragraph (d) of § 230.110 to read as follows: § 230.110 Business hours of the Commission. * * * * * (d) Filings by facsimile. Registration statements, post- effective amendments and prospectuses, filed pursuant to §§ 230.425(c), 230.462(a), (b), (e) or (f) may be filed by facsimile transmission with the Commission any day (except Saturdays, Sundays and federal holidays) from 5:30 p.m. to 10 p.m. Eastern Standard Time or Eastern Daylight Savings Time, whichever is currently in effect. 27. By revising the introductory text of paragraph (b) of § 230.111 to read as follows: § 230.111 Payment of fees. * * * * * (b) Notwithstanding paragraph (a) of this section, payment of filing fees for registration statements filed pursuant to §§ 230.462(b), (e), or (f) between the hours of 5:30 p.m. and 10 p.m. Eastern Standard Time or Eastern Daylight Savings Time, whichever is currently in effect may be made by: * * * * * 28. By amending § 230.134 by revising the section heading and the introductory text, the introductory text of paragraph (a) and paragraphs (a)(3), (a)(13), (a)(14)(i), (b)(1), and (e) to read as follows: § 230.134 Registered investment company communications not deemed a prospectus. The term prospectus as defined in Section 2(10) of the Act (15 U.S.C. 77b(10)) does not include a notice, circular, advertisement, letter, or other communication published or transmitted to any person after a registration statement has been filed by an investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 - 80(a)-64) ("fund") if the communication contains only the statements required or permitted by this section. (a) The communication may include any one or more of the following items of information, in any order: * * * * * (3)(i) The fund's classification and subclassification under the Investment Company Act of 1940, the type or category of fund and whether in the selection of investments emphasis is placed upon income or growth characteristics, and a general description of an investment company including its general attributes, methods of operation and services offered provided that such description is not inconsistent with the operation of the particular fund for which more specific information is being given, identification of the fund's investment adviser, any logo, corporate symbol or trademark of the fund or its investment adviser and any graphic design or device or an attention-getting headline, not involving performance figures, designed to direct the reader's attention to textual material included in the communication pursuant to other provisions of this section; and, with respect to a fund issuing redeemable securities: (A) A description of the fund's investment objectives and policies, services, and method of operation; (B) Identification of the fund's principal officers; (C) The year of incorporation or organization or period of existence of the fund, its investment adviser, or both; (D) The fund's aggregate net asset value as of the most recent practicable date; (E) The aggregate net asset value as of the most recent practicable date of all funds under the management of the fund's investment adviser; (F) Any pictorial illustration that is appropriate for inclusion in the fund's prospectus and not involving performance figures; (G) Descriptive material relating to economic conditions, or to retirement plans or other goals to which an investment in the fund could be directed, but not directly or indirectly relating to past performance or implying achievement of investment objectives; and (H) Written notice of the terms of an offer made solely to all registered holders of the securities, or of a particular class or series of securities, issued by the fund proportionate to their holdings, offering to sell additional shares to such holders of securities at prices reflecting a reduction in, or elimination of, the regular sales load charged: Provided that, if any printed material permitted by paragraphs (a)(3)(i)(A) through (H) of this section is included, or if any material permitted by paragraphs (a)(3)(i)(A) through (G) of this section is used in a radio or television advertisement, the communication shall also contain the following legend given emphasis no less than that used in the major portion of the advertisement: For more complete information about [Name of Fund] including charges and expenses [get] [obtain] [send for] a prospectus [from (Name and Address)] [by sending this coupon]. Read it carefully before you invest or [pay] [forward funds] [send money]. (ii) For purposes of paragraph (a)(3)(i)(B) of this section, principal officers means the president, secretary, treasurer, any vice-president in charge of a principal business function and any other person who performs similar policy making functions for the fund on a regular basis. (iii) In the case of two or more funds having the same investment adviser or principal underwriter, the same information described in paragraph (a)(3)(i) may be included as to each such fund in a joint communication on the same basis as it is permitted in communications dealing with individual funds under paragraph (a)(3)(i). * * * * * (13) Offers, descriptions and explanations of any products and services not constituting securities subject to registration under the Act, and descriptions of corporations. The offers, descriptions and explanations may not relate directly to the desirability of owning or purchasing a security issued by a fund and all direct references to a security issued by a fund may contain only the statements required or permitted to be included by the other provisions of this section and must be placed in a separate and enclosed area in the communication. (14)(i) With respect to any class of debt securities, any class of convertible debt securities or any class of preferred stock, the security rating or ratings assigned to the class of securities by any nationally recognized statistical rating organization and the name or names of the nationally recognized statistical rating organization(s) that assigned such rating(s). * * * * * (b) * * * (1) If the registration statement has not yet become effective, the following statement: A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This [communication] shall not constitute an offer to sell or the solicitation of an offer to buy. * * * * * (e) In the case of a fund that holds itself out as a “money market fund,„ a communication used under this section shall contain the disclosure required by § 230.482(a)(7). 29. By revising § 230.135 to read as follows: § 230.135 Notice of proposed offerings. (a) All Offerings. For purposes of Section 5 of the Act (15 U.S.C. 77e) only, an issuer or a selling security holder (and any person acting on behalf of either of them) that publishes through any medium a notice of a proposed offering will not be deemed to offer its securities for sale through that notice if: (1) Legend. The notice includes a statement to the effect that it does not constitute an offer of any securities for sale; and (2) Limited notice content. The notice otherwise includes no more than the following information: (i) The name of the issuer; (ii) The title, amount and basic terms of the securities offered; (iii) The amount of the offering, if any, to be made by selling security holders; (iv) The anticipated timing of the offering; (v) A brief statement of the manner and the purpose of the offering; (vi) Whether the issuer is directing its offering to only a particular class of purchasers; (vii) Any statements or legends required by the laws of any state or foreign country or administrative authority; and (viii) In the following offerings, the notice may contain additional information, as follows: (A) In a rights offering to existing security holders: (1) The class of security holders eligible to subscribe; (2) The subscription ratio and expected subscription price; (3) The proposed record date; (4) The anticipated issuance date of the rights; and (5) The subscription period or expiration date of the rights offering. (B) In an offering to employees of the issuer or an affiliated company: (1) The name of the employer; (2) The class of employees being offered the securities; (3) The offering price; and (4) The duration of the offering period. (C) In an exchange offer: (1) The basic terms of the exchange offer; (2) The name of the subject company; and (3) The subject class of securities. (b) Corrections of misstatements about the offering. A person that publishes a notice in reliance on this section may issue a notice that contains no more information than is necessary to correct inaccuracies published about the proposed offering. (c) Rule 145(a) offerings. For purposes of Section 5 of the Act (15 U.S.C. 77e) only, an issuer or a selling security holder (and any person acting on behalf of either of them) that publishes through any medium a notice of a transaction described in paragraph (a) of § 230.145 will not be deemed to offer its securities for sale through that notice if: (1) Legend. The notice includes a statement to the effect that it does not constitute an offer of any securities for sale; (2) Limited notice content. The notice otherwise includes no more than the following information: (i) The name of the issuer; (ii) The name of the person whose assets are to be sold in exchange for the securities to be offered; (iii) The names of any other parties to the transaction; (iv) A brief description of the business of the parties to the transaction; (v) The date, time and place of the meeting of security holders to vote on or consent to the transaction; (vi) A brief description of the transaction and the basis upon which the transaction will be made; and (vii) Any statements or legends required by the laws of any state or foreign country or administrative authority. 30. By removing and reserving § 230.135c. 31. By amending § 230.135e by revising paragraph (b)(1) to read as follows: (b) * * * (1) State that: (i) The written press-related materials are not an offer of securities for sale in the United States; (ii) The securities may not be offered or sold in the United States absent registration or an exemption from registration; and (iii) Any registered public offering to be made in the United States will involve a registration statement that will contain information about the company and management, as well as financial statements. * * * * * 32. By revising § 230.137 to read as follows: § 230.137 Publications by brokers or dealers that are not participating in a registrant's distribution of securities. Under the following conditions, a broker or dealer shall not be considered an underwriter as defined in Section 2(a)(11) of the Act (15 U.S.C. 77b(a)(11)) solely because it publishes or distributes information, an opinion or a recommendation with respect to the securities of a registrant that proposes to file, has filed, or has an effective registration statement under the Act: (a) The broker or dealer is not participating, and does not propose to participate, in the distribution of the registered securities; (b) The issuer is not: (1) A development stage company that either has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified entity or entities; (2) A shell entity having few or no assets, earnings or operations; or (3) Registering an offering of penny stock as defined in § 240.3a51-1 of this chapter; and (c) In connection with its publication or distribution, the broker or dealer is not receiving consideration directly or indirectly from, or acting under any direct or indirect arrangement or understanding with: (1) The registrant; (2) A selling security holder; (3) Any participant in the distribution; or (4) Any other person with an interest in the securities that are the subject of the registration statement. Instruction to paragraph (c): This provision does not preclude payment of the regular subscription or purchase price of the document or other communication in which the broker or dealer's information, opinion or recommendation appears. 33. By revising § 230.138 to read as follows: § 230.138 Publications by a broker or dealer about securities other than those it is distributing or selling. (a) Registered offerings. Under the following conditions, a broker's or dealer's publication or distribution of information, an opinion or a recommendation shall be exempt from Section 5(b)(1) and Section 5(c) of the Act (15 U.S.C. 77e(b)(1) and (c)) even if the broker or dealer is participating or will participate in the distribution of the issuer's securities to which the registration statement relates: (1) The issuer is: (i) Subject to the requirements of Section 12 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78l or 78o(d)); or (ii) A foreign private issuer that satisfies the public float threshold in General Instruction I.C.1. of Form B (§ 239.5 of this chapter) or the public float/average daily trading volume threshold in General Instruction I.C.1. of Form B (except measured on world-wide markets rather than only U.S. markets), and has equity securities trading on a designated offshore securities market as defined in § 230.902(b); (2) The issuer is not: (i) A development stage company that either has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified entity or entities; (ii) A shell entity having few or no assets, earnings or operations; or (iii) Registering an offering of penny stock as defined in § 240.3a51-1 of this chapter; (3) The broker or dealer publishes or distributes the information, opinion or recommendation in the ordinary course of its business; (4) The publication prominently describes the capacity in which the broker or dealer is participating in the distribution; and (5) The information, opinion or recommendation relates to: (i)(A) An issuer's common stock, or debt or preferred stock convertible into common stock; and (B) The issuer proposes to file a registration statement, has filed a registration statement, or has an effective registration statement relating to non-convertible debt securities or non-convertible, nonparticipating preferred stock; or (ii)(A) An issuer's non-convertible debt securities or non-convertible, nonparticipating preferred stock; and (B) The issuer proposes to file a registration statement, has filed a registration statement, or has an effective registration statement relating solely to common stock or debt or preferred stock convertible into common stock. (b) Certain unregistered offerings. (1) If the conditions set forth in paragraph (a)(1), (a)(2), (a)(3), (a)(4), (b)(2) and (b)(3) of this section are satisfied, a broker's or dealer's publication or distribution of information, an opinion or a recommendation: (i) Shall not constitute directed selling efforts as defined in § 230.902(c); (ii) Shall not be inconsistent with an offshore transaction as defined in § 230.902(h); and (iii) Shall be an exception to the prohibition against offers to persons other than qualified institutional buyers in § 230.144A(d)(1)(i). (2) The broker or dealer publishes or distributes the information, opinion or recommendation in a publication that is distributed with reasonable regularity in the ordinary course of business. (3) The information, opinion or recommendation relates to: (i)(A) An issuer's common stock, or debt or preferred stock convertible into common stock; and (B) The issuer proposes to offer or is offering solely non-convertible debt securities or non-convertible, nonparticipating preferred stock; or (ii)(A) An issuer's non-convertible debt securities or non-convertible, nonparticipating preferred stock; and (B) The issuer proposes to offer or is offering solely common stock or debt or preferred stock convertible into common stock. 34. By revising § 230.139 to read as follows: § 230.139 Publications by brokers or dealers distributing securities. (a) Registered offerings. Under the following conditions, a broker's or dealer's publication or distribution of information, an opinion or a recommendation shall be exempt from Section 5(b)(1) and Section 5(c) of the Act (15 U.S.C. 77e(b)(1) and (c)) even if the broker or dealer is participating or will participate in the distribution of the issuer's securities to which a registration statement relates: (1) Seasoned issuers; larger foreign issuers; foreign government issuers. (i) The issuer: (A) Has been subject to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 781 or 78o(d)) for at least one year and has filed all reports it was required to file pursuant to Section 13, 14 or 15(d) of such Act (15 U.S.C. 78m, 78n or 78o(d)) during the last year; (B) Is a foreign private issuer that: (1) Is not subject to the requirements of Section 13 or 15(d) of the Exchange Act; (2) Satisfies the public float threshold in General Instruction I.C.1. of Form B (§ 239.5 of this chapter) or the public float/average daily trading volume threshold in General Instruction I.C.1. of Form B (except measured on markets worldwide rather than only U.S. markets); and (3) Has had equity securities trading on a designated offshore securities market (as defined in § 230.902(b)) for at least one year; (C) Is a foreign government issuer eligible to register on Schedule B (15 U.S.C. 77aa), if the offering is a firm commitment underwritten offering in excess of $250 million in securities; (ii) The issuer is not: (A) A development stage company that either has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified entity or entities; (B) A shell entity having few or no assets, earnings or operations; or (C) Registering an offering of "penny stock" as defined in § 240.3a51-1; (iii) The publication prominently describes the capacity in which the broker or dealer is participating in the distribution; and (iv) The information, opinion or recommendation is contained in a publication that is distributed in the ordinary course of business. (2) All other reporting and non-reporting issuers. (i) The conditions set forth in paragraphs (a)(1)(ii), (a)(1)(iii) and (a)(1)(iv) of this section are satisfied; (ii) The information, opinion or recommendation is contained in a publication that is distributed with reasonable regularity in the ordinary course of business; (iii) The information, opinion or recommendation is contained in a publication that includes similar information, opinions or recommendations with respect to a substantial number of issuers in the issuer's industry or sub-industry, or contains a comprehensive list of securities currently recommended by such broker or dealer; (iv) The information, opinion or recommendation is given no materially greater space or prominence in the publication than that given to other securities or registrants; and (v) If the publication contains an opinion or recommendation more favorable as to the issuer or any class of its securities than that last published by the broker or dealer prior to the commencement of participation in the distribution, the publication sets forth the last two opinions or recommendations published by the broker or dealer with respect to the issuer or its securities while not participating in a distribution by the issuer. (b) Certain unregistered offerings. If the conditions set forth in paragraph (a)(1) of this section are satisfied, a broker's or dealer's publication or distribution of information, an opinion or a recommendation, if contained in a publication that is distributed with reasonable regularity in the ordinary course of business: (1) Shall not constitute directed selling efforts as defined in § 230.902(c); (2) Shall not be inconsistent with an offshore transaction as defined in § 230.902(h); and (3) Shall be an exception to the prohibition against offers to persons other than qualified institutional buyers in § 230.144A(d)(1)(i). Instructions to § 230.139. 1. For purposes of paragraph (a)(2) of this section, a research report has not been distributed with "reasonable regularity" if it contains information, an opinion or a recommendation concerning a company with respect to which a broker or dealer currently is not publishing research. 2. Projections constitute opinions within the meaning of this section. 3. For purposes of paragraph (a)(2)(ii) of this section, where projections of an issuer's sales or earnings are included in a publication, the broker or dealer must have published the projections previously on a regular basis in order for the publication to have been distributed with reasonable regularity in the ordinary course of business. 4. For purposes of paragraph (a)(2)(iii), the broker or dealer must have included projections with respect to either a substantial number of companies in the issuer's industry or sub-industry, or all companies represented in the comprehensive list of securities contained in the publication. Also, those projections may not cover significantly different periods with respect to the issuer as compared to the other companies. 35. By amending § 230.144A by redesignating paragraphs (d)(1)(i), (d)(1)(ii), (d)(1)(iii) and (d)(1)(iv) as paragraphs (d)(1)(ii)(A), (d)(1)(ii)(B), (d)(1)(ii)(C) and (d)(1)(ii)(D); and by adding new paragraphs (d)(1)(i) and (d)(1)(ii) to read as follows: § 230.144APrivate resales of securities to institutions. * * * * * (d) * * * (1)(i) The securities are offered or sold only to a qualified institutional buyer or to an offeree or purchaser that the seller and any person acting on behalf of the seller reasonably believe is a qualified institutional buyer, except that if the seller is a broker or dealer, it may distribute information, an opinion or a recommendation in accordance with § 230.138(b) or § 230.139(b) while relying on this section. (ii) In determining whether a prospective purchaser is a qualified institutional buyer, the seller and any person acting on its behalf shall be entitled to rely upon the following non- exclusive methods of establishing the prospective purchaser's ownership and discretionary investments of securities: * * * * * 36. By amending § 230.145 by revising the last sentence of the first paragraph of the Preliminary Note and paragraph (b) to read as follows: § 230.145 Reclassification of securities, mergers, consolidations and acquisitions of assets. Preliminary Note: * * * Issuers must register transactions described in paragraph (a) of Rule 145 on Form C (§ 239.6 of this chapter), Form SB-3 (§ 239.11 of this chapter) or Form N-14 (§ 239.23 of this chapter). * * * * * (b) Communications. Communications in connection with a registered transaction described in paragraph (a) of this section may be made in accordance with §§ 230.135, 230.165, 230.166, 230.167, 230.168 or 230.169. 37. By revising § 230.152 to read as follows: § 230.152 Integration of private and public offerings. (a) Completed private offerings; resales. (1) A completed bona fide private offering will not be considered part of an offering registered under the Act as long as the registration statement is filed after the completion of the private offering. At any time following the completion of a bona fide private offering, a registrant may register the securities sold in the private offering for purpose of resale by persons other than an affiliate or a dealer who has purchased directly from the issuer or an affiliate of the issuer. (2) For purposes of paragraph (a)(1) of this section, a private offering will be considered completed: (i) As of the date all purchasers in the private offering have paid the purchase price; or (ii) As of the date the following are true, provided that the transaction is not subsequently renegotiated: (A) All purchasers are unconditionally obligated to pay the purchase price, except that the purchase obligation may be contingent on a condition that is not within the direct or indirect control of any purchaser; and (B) The purchase price is fixed and is not contingent on the market price of the securities at or around the time of the registered offering. (3) For purposes of paragraph (a)(1) of this section, an offering of securities underlying convertible securities or warrants will be considered completed if the offering of the convertible securities or warrants to which it relates is completed. This is true regardless of when the convertible securities or warrants become convertible or exercisable. (4) For purposes of paragraph (a)(1) of this section, an offering of securities prior to the issuer's initial offering registered under Section 5 of the Act (15 U.S.C. 77e) will be considered completed if: (i) It does not raise capital for the issuer; (ii) It is undertaken for the sole purpose of modifying the capital structure of the issuer; and (iii) It does not involve a roll-up transaction as defined in § 228.901(c) of this chapter. (b) Abandoned private offerings followed by offerings registered other than on Form B. A bona fide private offering of securities will not be considered part of an offering subsequently registered under Section 5 of the Act on a form other than Form B (§ 239.5 of this chapter) if: (1) The registrant notifies all offerees in the private offering of its abandonment of that offering; (2) The registrant does not file the registration statement for the registered offering until at least 30 days after it notified the offerees of abandonment, where the registrant (or any person acting on its behalf) offered securities in the private offering to any person ineligible to purchase in an offering in accordance with Section 4(2) or 4(6) of the Act (15 U.S.C. 77d(2) or 77d(6)) or § 230.506; (3) Neither the issuer nor any person acting on its behalf offered the securities in the private offering by any form of general solicitation or general advertising (as those terms are used in § 230.502(c)); (4) No securities were sold in the private offering; and (5) One of the following conditions is met: (i) The registrant files any selling materials used in the private offering as part of the effective registration statement; or (ii) The registrant informs offerees in the private offering that: (A) The prospectus delivered in the registered offering supersedes any selling materials used in the private offering; and (B) Any indications of willingness to purchase offerees gave during the private offering are considered rescinded. (c) Abandoned public offerings followed by private offerings. An offering of securities for which a registration statement under the Act was filed or that would have been eligible to be registered on Form B (collectively, a "public offering") will not be considered part of a subsequent bona fide private offering if: (1) The issuer notifies all offerees in the public offering of its abandonment of that offering or, if the issuer filed a registration statement for that offering, the issuer withdraws it under § 230.477; (2) No securities were sold in the public offering; and (3) One of the following conditions is satisfied: (i) If the issuer (or any person acting on its behalf) first offers the securities in the private offering more than 30 days after notification of abandonment or withdrawal of the public offering, it notifies each purchaser in the private offering that: (A) The offering is not registered under the Act; (B) The securities are restricted and cannot be resold unless they are registered under the Securities Act or unless an exemption from registration is available; and (C) Investors do not have the protection of Section 11 of the Act (15 U.S.C. 77k). (ii) If the issuer (or any person acting on its behalf) first offers the securities in the private offering 30 or fewer days after notification of abandonment or withdrawal of the public offering, the issuer and any underwriter: (A) Agree in writing, in a manner enforceable by each investor committing to purchase in the 30-day period following abandonment or withdrawal of the public offering, that they will be liable for any material misstatements or omissions in the offering documents used in the private offering under the standards set by Section 11 of the Act; and (B) Agree in writing, in a manner enforceable by each investor committing to purchase after the 30-day period following abandonment or withdrawal of the public offering, that they will be liable for any material misstatements or omissions in the offering documents used in the private offering under the standards set by Section 12(a)(2) of the Act (15 U.S.C. 77l(a)(2)). (d) Definition of terms. For the purposes of this section only, a private offering means an unregistered offering of securities that is exempt from registration pursuant to Section 4(2) or 4(6) of the Act or § 230.506 of Regulation D. 38. By removing and reserving § 230.153. - 315 - 39. By adding § 230.159 to read as follows: § 230.159 Lock-up agreements. All offers and sales in a negotiated transaction described in § 230.145(a) may be registered under Section 5 of the Act (15 U.S.C. 77e) notwithstanding the fact that certain shareholders of the company to be acquired sign agreements with the acquiror to vote in favor of the transaction prior to the filing or the effective date of the registration statement, if: (a) The agreements are limited to executive officers, affiliates and directors of the company to be acquired, the founder(s) of that company and their family members, and holders of 5% or more of the voting equity securities of that company; (b) The persons signing the agreements own less than 100% of the voting equity securities of the company being acquired; and (c) Votes will be solicited from shareholders of the company to be acquired who: (1) Have not signed the agreements; and (2) Would be ineligible to purchase under an exemption from registration pursuant to Section 4(2) or 4(6) of the Act (15 U.S.C. 77d(2) or 77d(6)) or §230.506 of Regulation D. 40. By adding § 230.165 to read as follows: § 230.165 Post-filing free writing. Notwithstanding Section 5(b)(1) of the Act (15 U.S.C. 77e(b)(1)), any prospectus used in connection with an offering after the filing of a registration statement need not satisfy the requirements of Section 10 (15 U.S.C. 77j) of the Act if: (a) Prospectus information is delivered in accordance with § 230.172, as applicable; (b) The registrant files with the Commission any prospectus used in reliance on this section when so required by § 230.425; and (c) The registrant files with the Commission the information necessary to satisfy the requirements of Section 10(a) of the Act prior to the first sale in the offering. 41. By adding § 230.166 to read as follows: § 230.166 Offers made before filing a registration statement. (a) Form B and seasoned Schedule B offerings. Notwithstanding Section 5(c) of the Act (15 U.S.C. 77e(c)), an issuer, underwriter or participating dealer may make an offer to sell or solicit an offer to buy securities prior to the filing of a registration statement with respect to those securities if: (1) At the time of the offer, the registrant and the offering satisfy the Eligibility Requirements of Schedule B or General Instruction I. of Form B (§ 239.5 of this chapter); (2) Either: (i) The offering is later registered on Form B; or (ii) The offering: (A) Is later registered on Schedule B (15 U.S.C. 77aa); (B) Is a firm commitment underwritten offering in excess of $250 million in securities; and (C) Is registered 1 year or more after the effective date of the registrant's initial registered offering; and (3) The registrant files any prospectus used in reliance on this section in the period beginning 15 days before the first offer and ending with the filing of the registration statement when so required by § 230.425. (b) Form C/SB-3 transactions. Notwithstanding Section 5(c) of the Act, the offeror of securities in a transaction to be registered on Form C, SB-3, F-8, F-80 or F-10 (§ 239.6, 239.11, 239.38, 239.41 or 239.40 of this chapter) (when that form is used in a business combination transaction) may make an offer to sell or solicit an offer to buy securities before the filing of a registration statement with respect to those securities if: (1) Any prospectus relating to the transaction used in the period beginning with the first public announcement, and ending with the filing of the registration statement is filed in accordance with § 230.425; and (2) In an exchange offer, the offers are made in accordance with the tender offer rules; and, in a transaction involving the vote of security holders, the offers are made in accordance with the proxy rules. 42. By adding § 230.167 to read as follows: § 230.167 Exemption from Section 5(c) for certain communications. (a) In offerings registered on Form B (§ 239.5 of this chapter), any communication made before the offering period shall not constitute an offer to sell or an offer to buy the securities being offered under the registration statement for purposes of Section 5(c) of the Act (15 U.S.C. 77e(c)). "Offering period" is defined in Form B. (b) In offerings registered on Forms C (§ 239.6 of this chapter), SB-3 (§ 239.11 of this chapter), F-8 (§ 239.38 of this chapter), F-80 (§ 239.41 of this chapter) or F-10 (§ 239.40 of this chapter) (when Form F-10 is used in connection with a business combination transaction), any communication before the first communication related to the offering (except for communications among the participants in the offering) shall not constitute an offer to sell or an offer to buy the securities being offered under the registration statement for purposes of Section 5(c) of the Act, provided that the parties to the transaction take all reasonable steps within their control to prevent further distribution or publication of such communication during the period between that first communication and the date of filing the registration statement. (c) In all offerings other than those described in paragraph (a) or (b) of this section or those registered on Form S-8 (§ 239.16b of this chapter), any communication made by an issuer, underwriter or participating dealer more than 30 days before the date of filing of the registration statement shall not constitute an offer to sell or offer to buy the securities being offered under the registration statement for purposes of Section 5(c) of the Act, provided that the issuer, underwriter(s) or participating dealer(s) take all reasonable steps within their control to prevent further distribution or publication of such communication during the 30 days immediately preceding the date of filing the registration statement. 43. By adding § 230.168 to read as follows: § 230.168 Regularly released forward-looking information. (a) Except in connection with offerings registered on Form S-8, C, SB-3, F-8, F-80 or F-10 (when that form is used in a business combination transaction), (§ 239.16b, 239.6, 239.11, 239.38, 239.41 or 239.40 of this chapter) in a registered offering by an issuer that is subject to the requirements of Section 12 or 15(d) of the Exchange Act (15 U.S.C. 78l or 78o(d)), the dissemination of regularly released forward-looking information by an issuer, underwriter or participating dealer in the 30-day period immediately preceding the filing of a registration statement shall be exempt from the prohibitions on offers to sell or offers to buy set forth in Section 5(c) of the Act (15 U.S.C. 77e(c)), if the registrant files any prospectus used in reliance on this section when so required by § 230.425. (b) In an offering registered on Form S-8, C, SB-3, F-8, F- 80 or F-10 (when that form is used in a business combination transaction) by an issuer that is subject to the requirements of Section 12 or 15(d) of the Exchange Act, the dissemination of regularly released forward-looking information by an issuer, underwriter or participating dealer in the period after the public announcement of the offering and prior to the filing of the registration statement shall be exempt from the prohibitions on offers to sell or offers to buy in Section 5(c) of the Act, if the registrant files any prospectus used in reliance on this section when so required by § 230.425. (c) For purposes of this section, "regularly released forward-looking information" includes the information listed in paragraphs (c)(1) through (c)(4) of this section, if the issuer customarily releases information of this type in the ordinary course of business on a regular basis, it has done so in the two fiscal years (and any portion of a fiscal year) immediately prior to the communication, and the time, manner and form in which it is released is consistent with past practice: (1) Projections of the issuer's revenues, income (loss), earnings (loss) per share, capital expenditures, dividends, capital structure or other financial items; (2) Statements about the issuer management's plans and objectives for future operations, including plans or objectives relating to the products or services of the issuer; (3) Statements about the issuer's future economic performance of the type contemplated by the management's discussion and analysis of financial condition and results of operation described in § 229.303 of this chapter or Item 9 of Form 20-F (§ 249.220f of this chapter); and (4) Assumptions underlying or relating to any of the information described in paragraphs (c)(1), (c)(2) and (c)(3) of this section. 44. By adding § 230.169 to read as follows: §230.169 Factual business communications. (a) Except in connection with offerings registered on Form S-8, C, SB-3, F-8, F-80 or F-10 (when that form is used in a business combination transaction), (§ 239.16b, 239.6, 239.11, 239.38, 239.41 or 239.40 of this chapter), factual business communications made by an issuer, underwriter or participating dealer in the 30-day period immediately preceding the filing of a registration statement with respect to a registered offering shall be exempt from the prohibitions on offers to sell and offers to buy in Section 5(c) of the Act (15 U.S.C. 77e(c)). (b) In an offering registered on Form S-8, C, SB-3, F-8, F- 80 or F-10 (when that form is used in a business combination transaction), factual business communications made by an issuer, underwriter or participating dealer after the public announcement of the offering and prior to the filing of the registration statement shall be exempt from the prohibition on offers to sell and offers to buy in Section 5(c) of the Act. (c) For purposes of this section, factual business communications include: (1) Factual information about the issuer or some aspect of its business; (2) Advertisement of the issuer's products or services; (3) Factual business or financial developments with respect to the issuer; (4) Dividend notices; (5) Factual information set forth in any Exchange Act report the issuer is required to file; and (6) Factual information communicated in response to unsolicited inquiries by persons that are not affiliates of the issuer, underwriter or participating dealer. (d) For purposes of this section, factual business communications do not include: (1) Information about the registered offering; or (2) Forward-looking information. - 316 - 45. By adding § 230.172 to read as follows: § 230.172 Delivery of prospectus information. The issuer, selling security holders, any underwriter, any participating broker or dealer, and any person acting on behalf of any of them, must deliver prospectus information to each person offered securities in connection with an offering registered under the Act as follows: (a) Form B and Schedule B seasoned registrants. If the registrant is offering securities as described in paragraph (a)(1) of this section, then delivery under paragraph (a)(2) of this section must be made. (1) Securities in an offering registered on: (i) Form B (§ 239.5 of this chapter), other than pursuant to General Instruction I.C.6. of Form B; or (ii) Schedule B (15 U.S.C. 77aa), where it is a firm commitment underwritten offering in excess of $250 million in securities that is registered more than one year after the effective date of the registrant's initial registered offering; (2) A term sheet prospectus that contains the following information must be sent in a manner reasonably designed to arrive before the date an investor makes a binding investment decision: (i) An itemization of the material terms of the securities in summary format; (ii) The name of any person, other than the issuer, for whose account securities are offered and a brief identification of any material relationship such person has (or had within the past three years) with the issuer or any affiliate of the issuer; (iii) The identity and location of a contact person to whom questions may be directed; and (iv) The identity and location of a person who, upon request, will send promptly the documents that define the terms of the securities. (b) Other registrants -- firm commitment underwritten offerings. If an offering is registered on Form A, Form SB-1, Form SB-2, Form F-7, Form F-9, Form F-10 (other than in a business combination transaction), (§§ 239.4, 239.9, 239.10, 239.37, 239.39, 230.40 of this chapter) or on Schedule B (other than as described in paragraph (a) of this section), is underwritten on a firm commitment basis and the offering: (1) Is the registrant's initial offering registered in accordance with Section 5 of the Act (15 U.S.C. § 77e) or is an offering registered within one year of the effective date of the registrant's initial registered offering, then a prospectus satisfying Section 10 of the Act (15 U.S.C. § 77j) must be sent to each investor in a manner reasonably designed to arrive at least 7 calendar days before the pricing of the securities. (2) Takes place more than one year after the effective date of the registrant's initial offering registered in accordance with Section 5 of the Act, then a prospectus satisfying Section 10 of the Act must be sent to each investor in a manner reasonably designed to arrive at least 3 calendar days before the pricing of the securities. (c) Other registrants -- non-firm commitment underwritten offerings. If an offering is registered on Form A, Form SB-1, Form SB-2, Form F-7, Form F-9, Form F-10 (other than in a business combination), or on Schedule B (other than as described in paragraph (a) of this section), is not underwritten on a firm commitment basis and the offering: (1) Is the registrant's initial offering in accordance with Section 5 of the Act or is an offering taking place within one year of the effective date of the registrant's initial registered offering, then a prospectus satisfying Section 10 of the Act must be sent to each investor in a manner reasonably designed to arrive at least 7 calendar days before the investor signs a subscription agreement or otherwise commits to purchase securities. (2) Takes place more than one year after the effective date of the registrant's initial registered offering in accordance with Section 5 of the Act, then a prospectus satisfying Section 10 of the Act must be sent to each investor in a manner reasonably designed to arrive at least 3 days before the investor signs a subscription agreement or otherwise commits to purchase the securities. Note to paragraphs (b) and (c). The issuer, underwriter or participating broker or dealer may choose to deliver a prospectus meeting the requirements of Section 10(a), instead of a prospectus meeting the requirements of Section 10, if it does so in accordance with the terms of paragraphs (b) and (c) of this section. (d) Roll-ups. Notwithstanding paragraphs (a) through (c) of this section, if a registrant is registering a roll-up transaction as defined in § 229.901(c) of this chapter, a prospectus that satisfies the requirements of Section 10 of the Act must be sent to each investor no later than the earlier of: (1) 60 calendar days before the meeting at which the roll-up transaction will be submitted to a vote or 60 calendar days before the earliest date on which partnership action could be taken by consent; and (2) The date calculated by applying the maximum number of days permitted for giving notice under applicable state law. (e) Material changes. If not previously disclosed by any other means to investors, material changes to the information reflected in the prospectus delivered must be set forth in a document sent to each investor in a manner reasonably designed to arrive at least 24 hours before: (1) The securities are priced, if the offering is subject to paragraph (b) of this section; (2) The investor signs a subscription agreement or otherwise commits to purchase securities, if the offering is subject to paragraph (c) of this section; or (3) The date of the meeting at which the transaction will be submitted to a vote or on which partnership action could be taken by consent, if the offering is subject to paragraph (d) of this section. (f) Rule 462 registration statements. Notwithstanding paragraphs (a) through (d) of this section, if an offering is registered in part through a registration statement filed under § 230.462(b) or § 230.462(e), a prospectus delivered with respect to the earlier registration statement to an investor in compliance with this § 230.172 will be deemed to satisfy the delivery requirements with respect to that investor under this § 230.172 with respect to the § 230.462(b) or § 230.462(e) registration statement for the offering, provided that the issuer, underwriter or participating dealer otherwise informs investors purchasing in the offering of the change in the size of the offering. 46. By adding § 230.173 to read as follows: § 230.173 Delivery of final prospectuses. Notwithstanding Section 5(b)(2) of the Act (15 U.S.C. 77e(b)(2)), a prospectus that meets the requirements of Section 10(a) of the Act (15 U.S.C. 77j(a)) need not precede or accompany the carrying or delivery of any security by any person in an offering registered other than on Form S-8, Form C, Form SB-3, Form F-8, Form F-80 or F-10 (when that form is used in a business combination transaction) (§ 239.16b, 239.6, 239.11, 239.38, 239.41 or 239.40 of this chapter) provided that: (a) Prospectus information that satisfies the requirements of Section 10(a) of the Act other than the price-related information that may be omitted pursuant to § 230.430A is filed with the Commission prior to the transmission of any confirmation in connection with the offering; (b) Delivery of prospectus information in accordance with § 230.172 or § 230.174, as applicable, has been made; (c) At or before the time they receive any confirmation of sale, investors are informed where they can acquire promptly the prospectus information that meets the requirements of Section 10(a) of the Act, free of charge; and (d) The security being carried or delivered is not issued by an investment company. 47. By revising § 230.174 to read as follows: § 230.174 Aftermarket delivery of prospectuses by dealers. (a) For transactions that take place prior to the expiration of the 40-day or 90-day period specified in Section 4(3) of the Act (15 U.S.C. 77d(3)) in which a dealer is obliged to deliver a Section 10(a) (15 U.S.C. 77j(a)) prospectus, the dealer need only satisfy that obligation in transactions occurring during a period of twenty-five calendar days after the later of: (1) The effective date of the registration statement; or (2) The first date on which the security was bona fide offered to the public. (b) For purposes of paragraph (a) of this section, the required prospectus is delivered if: (1) A prospectus satisfying the requirements of Section 10(a) (other than omitting price-related information pursuant to § 230.430A) is on file with the Commission; and (2) Prior to or at the same time each investor receives a confirmation the dealer notifies it as to where it may obtain promptly that prospectus, free of charge. (c) Paragraph (a) of this section shall not apply to any transaction relating to a blank check company (as defined in § 230.419). In such transactions, all dealers must deliver a prospectus satisfying the requirements of Section 10(a) for ninety calendar days after the date the funds and securities are released from the escrow or trust account under § 230.419. (d) If a registration statement relates to offerings made on a continuous basis, a dealer's prospectus delivery obligation expires after the initial prospectus delivery period specified in this section. (e) This section shall not apply to any transaction in which: (1) The registration statement is the subject of a stop order issued under Section 8 of the Act (15 U.S.C. 77h); or (2) The Commission provides, upon application or on its own motion, another aftermarket delivery obligation. (f) Nothing in this section shall affect any obligation to deliver a prospectus pursuant to the provisions of Section 5 of the Act (15 U.S.C. 77e) by a dealer who: (1) Is acting as an underwriter with respect to the securities involved; or (2) Is engaged in a transaction as to securities constituting the whole or a part of an unsold allotment to, or subscription by, that dealer as a participant in the distribution of the securities by the issuer or by or through an underwriter. (g) No prospectus need be delivered in the 40-day or 90-day period specified in Section 4(3) of the Act (15 U.S.C. 77d(3)) if the registration statement is on Form F-6 (§ 239.36 of this chapter). 48. By amending § 230.176 by revising the section heading and the introductory text; by removing the word "and" at the end of paragraph (g); revising "incorporated." at the end of paragraph (h) to read "incorporated; and"; and by adding paragraph (i) to read as follows: § 230.176 Reasonable investigation and reasonable grounds for belief under Section 11 of the Act and reasonable care under Section 12(a)(2) of the Act. In determining whether or not the conduct of a person, other than the issuer, constitutes a reasonable investigation or a reasonable ground for belief meeting the standard set forth in Section 11(c) of the Act (15 U.S.C. 77k(c)) or the exercise of reasonable care meeting the standard set forth in Section 12(a)(2) of the Act (15 U.S.C. 77l(a)(2)), relevant circumstances to include: * * * * * (i)(1) The circumstances listed in paragraph (i)(3) of this section if: (i) The person is an underwriter; (ii) Investment grade debt securities are not being offered; (iii) The offering is marketed and priced in fewer than five days; (iv) The issuer meets the requirements of General Instruction I.B.2. of Form B (§ 239.5 of this chapter); and (v) The offering is registered on Form B (§ 239.5 of this chapter) pursuant to either General Instruction I.C.1. or I.C.2. (2) The absence of any one or more of the circumstances listed in paragraph (i)(3) of this section, except for paragraph (i)(3)(i) of this section, should not be considered definitive in reaching a conclusion regarding whether the conduct of the underwriter met the standards set forth in Section 11(c) or 12(a)(2) of the Act. (3)(i) Whether the underwriter: (A) Reviewed the registration statement (which, for purposes of this section, includes all amendments and supplements to it and all documents incorporated by reference into it); and (B) Conducted a reasonable inquiry into any fact or circumstance that would have caused a reasonable person to question whether the registration statement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) Whether the underwriter discussed the information contained in the registration statement with the relevant executive officer(s) of the issuer (including, at a minimum, its chief financial officer or chief accounting officer or that person's designee (or person performing those functions)) and the issuer's chief financial officer or chief accounting officer or that person's designee (or person performing those functions) certified to the underwriter that: (A) He or she has read the registration statement; and (B) To the best of his or her knowledge after reasonable investigation, the registration statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) Whether the underwriter received from the independent accountants responsible for the audited financial statements included in the registration statement a letter contemplated by Statement on Auditing Standards No. 72 of the American Institute of Certified Public Accountants; (iv) Whether the underwriter received an opinion from the issuer's legal counsel substantially to the effect that: (A) Counsel is of the opinion that the registration statement and prospectus (except for financial statements, financial data and schedules included therein as to which counsel need not express any opinion) comply as to form in all material respects with the Act and the rules and regulations of the Commission thereunder; and (B) Counsel has participated in the drafting and preparation of the registration statement and prospectus and nothing that has come to the attention of counsel that has caused it to believe that the registration statement (except for financial statements, financial data and schedules as to which counsel need not express any belief), contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (v)(A) Whether the underwriter employed legal counsel that reviewed: (1) The issuer's registration statement and all periodic reports filed by the issuer with the Commission for the last full fiscal year ended prior to the offering and any portion of a fiscal year thereafter; and (2) The issuer's charter, by-laws, corporate minutes for the last full fiscal year ended prior to the offering and any portion of a fiscal year thereafter, and all material contracts entered into by the issuer in the last five years prior to effectiveness of the registration statement; (B) Whether underwriter's counsel opined substantially to the effect that nothing has come to its attention that would lead it to believe that the registration statement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (vi) Whether the underwriter employs a research analyst that: (A) For at least the 6 months immediately prior to the commencement of the offering, has followed the issuer or the issuer's industry on an ongoing basis; (B) Has issued a report on the issuer or the issuer's industry within the 12 months immediately prior to the commencement of the offering; and (C) Has been consulted by the underwriter in connection with the disclosure used in the offering. 49. By amending § 230.401 by revising paragraph (g) to read as follows: § 230.401 Requirements as to proper form. * * * * * (g) Except for registration statements and post-effective amendments that become effective automatically pursuant to § 230.462, § 230.464 and 230.485(b) (including registration statements that become effective automatically at the time designated by the issuer in accordance with § 230.462(f)(2)), a registration statement or any amendment thereto is deemed filed on the proper form unless the Commission objects to the form before the effective date. - 317 - 50. By revising paragraph (d) of § 230.402 to read as follows: § 230.402 Number of copies; binding; signatures. * * * * * (d) Notwithstanding any other provision of this section, if a registrant files a registration statement pursuant to § 230.462(b), § 230.462(e) or § 230.462(f) by facsimile pursuant to § 230.110(d), the registrant need only file one complete copy of the registration statement with the Commission. That copy must include all exhibits and other documents that are a part of it. That copy need not be bound. It may include facsimile versions of signatures in accordance with paragraph (e) of this section. * * * * * 51. By amending § 230.405 by revising the definition of "small business issuer" to read as follows: § 230.405 Definitions of terms. * * * * * Small Business Issuer. The term "small business issuer" means an entity that meets the following criteria: (1) Has revenues (including revenues of any consolidated subsidiaries) of less than $50,000,000; (2) Is a U.S. or Canadian issuer; (3) Is not an investment company; (4) If a majority-owned subsidiary, the parent corporation is also a small business issuer; and (5) Each majority owned subsidiary of the entity, if any, meets the criteria in paragraphs (2) and (3) of this definition. * * * * * 52. By amending § 230.406 by removing in paragraph (a) the words "Form S-3, F-2, F-3 (§ 239.13, 239.32 or 239.33 of this chapter) relating to a dividend or interest reinvestment plan, or on Form S-4 (§ 239.25 of this chapter) complying with General Instruction G of that Form" and adding, in their place, the words "Form B (§ 239.5 of this chapter), or on Form A (§ 239.4 of this chapter) complying with General Instruction VIII. of that Form where the issuer plans to have the registration statement become effective upon filing or fewer than 20 days thereafter". 53. By amending paragraph (a)(1)(x) of § 230.415 by removing the words "Form S-3 or Form F-3 (§ 239.13 or § 239.33 of this chapter)" and adding, in their place, the words "Form B (§ 239.5 of this chapter)". 54. By amending § 230.418 by revising the first sentence of the introductory text of paragraph (a) and in the introductory text of paragraph (a)(3) by removing the words "Form S-2 or Form S-3 (§§ 239.12 or 239.13 of this chapter)," and adding in its place, "Form B (§ 239.5 of this chapter)," to read as follows: § 230.418 Supplemental information. (a) The Commission or its staff may, where it deems appropriate, request supplemental information not otherwise filed with the Commission concerning the registrant, the registration statement, the distribution of the securities, market activities and underwriters' activities. * * * * * * * * 55. By removing in § 230.418(a)(3) the words "eligible to use Form S-2 or Form S-3 (§§ 239.12 or 239.13 of this chapter)" and adding, in their place, the words "that meets the requirements of General Instructions II.A. and II.B of Form A (§ 239.4 of this chapter) or is eligible to use Form B (239.5 of this chapter)". 56. By amending § 230.421 by adding paragraph (e) to read as follows: § 230.421 Presentation of Information in Prospectuses. * * * * * (e) If a prospectus is not subject to the informational requirements of Section 10 of the Act, it must contain a prominent legend that urges investors to read filed documents because they contain important information. The legend must identify the other types of filings available about the offering, for example: free writing, term sheet, Exchange Act reports, and prospectus (registration statement). The legend must also explain that investors can get the document(s) for free at the SEC's web site and explain which documents are free from the issuer. You may adapt the following legend or write your own in plain English: Example: Before you invest, you should read the other document(s) that we have filed with the SEC. These documents [describe or name the documents] contain important information that you need to consider before making an investment decision. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. We will send you [describe or name the documents] for free if you call us at 1 800 xxx-xxxx. 57. By amending § 230.424 by revising the section heading and paragraph (b)(2); revising Instruction 1 and redesignating it as "Instruction to § 230.424"; and by removing paragraph (b)(7) and Instruction 2 to read as follows: § 230.424 Filing of Section 10 prospectuses; number of copies. * * * * * (b) * * * (2) A prospectus used in connection with a primary offering of securities made on a delayed basis pursuant to §§ 230.415(a)(1)(vii) or 230.415(a)(1)(viii) that discloses the public offering price, description of securities, specific method of distribution or similar matters shall be filed with the Commission no later than the second business day following the earlier of: (i) The date the offering price is determined; and (ii) The date the prospectus is first used after effectiveness in connection with a public offering or sale. * * * * * Instruction to § 230.424. Notwithstanding §§ 230.424(b)(2) and 230.424(b)(5), a form of prospectus or prospectus supplement relating to an offering of mortgage-related securities on a delayed basis under § 230.415(a)(1)(vii) that is - 318 - required to be filed pursuant to paragraph (b) of this section shall be filed with the Commission no later than the second business day it is first used after effectiveness in connection with a public offering or sale. * * * * * 58. By adding § 230.425 to read as follows: § 230.425 Filing of "free writing" and other prospectuses. (a) A registrant must file under this section the information described in paragraph (b) of this section except that it need not file: (1) Any factual business communication, as defined in § 230.169, regardless of when it is made; (2) Any research report used in reliance on § 230.137, § 230.138, § 230.139, § 230.165 or § 230.166; (3) Any information used in connection with an offering under Form S-8 (§ 239.16b of this chapter); (4) Any information used in connection with an offering on Form B (§ 239.5 of this chapter) under a dividend or interest reinvestment plan; (5) Any information used in connection with a direct stock purchase plan; (6) Any information filed or to be filed as part of an effective registration statement (except in a business combination transaction registered on Form C, SB-3, F-8, F-10 or F-80 (§§ 239.6, 239.11, 239.38, 239.40 or 239.41)); or (7) Any confirmation described in § 240.10b-10 of this chapter; (b)(1) Five copies of any prospectus used in reliance on § 230.165 shall be filed with the Commission on or before the date of first use. (2) Five copies of any prospectus used prior to the filing of a registration statement in reliance on § 230.166(a) shall be filed with the Commission at the time the related registration statement is filed. (3) Five copies of any prospectus used before the filing of a registration statement in reliance on § 230.166(b) shall be filed with the Commission on or before the date of first use. Each copy of a prospectus filed under this section must identify the filer and the company that is the subject of the offering in the upper right corner of the cover page in addition to the information required by paragraph (c) of this section. (4) Five copies of any prospectus used in reliance on § 230.168 shall be filed with the Commission at the time the related registration statement is filed. (c) Each copy of a prospectus filed under this section shall contain, in the upper right corner of the cover page, the Commission file number for the related registration statement or, if that file number is unknown, a description sufficient to identify the related registration statement. 59. By removing in § 230.428(b)(2)(iii) the words "or F-1 (§ 239.31 of this chapter)" and adding, in their place, the words "or Form A (§ 239.4 of this chapter)". 60. By revising § 230.429 to read as follows: § 230.429 Prospectus relating to several registration statements. (a) Where a registrant has filed two or more registration statements, it may file a single prospectus in the latest one in order to satisfy the requirements of the Act and the rules and regulations thereunder for that offering and any other offering(s) registered on the earlier registration statement(s). The combined prospectus in the latest registration statement must include all of the information that would currently be required in a prospectus relating to all offering(s) it covers. The combined prospectus may be filed as part of the initial filing of the latest registration statement, in a pre-effective amendment to it or in a post-effective amendment to it. (b) Where a registrant relies on paragraph (a) of this section, the registration statement containing the combined prospectus shall act, upon effectiveness, as a post-effective amendment to those registration statements whose offerings have been combined into the new or amended registration statement. The registrant must identify the earlier registration statement(s) to which the combined prospectus relates by setting forth the Commission file number(s) at the bottom of the facing page of the latest registration statement. 61. By amending § 230.430A by removing the word "fifteen" and adding, in each place it appears, the word "five" in paragraph (a)(3) and by revising the last sentence of Instruction to Paragraph (a) to read as follows: § 230.430A Prospectus in a registration statement at the time of effectiveness. * * * * * Instruction to Paragraph (a). * * * Notwithstanding the foregoing, any increase or decrease in volume (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the price range may be reflected in the form of prospectus filed with Commission pursuant to § 230.424(b)(1)) or § 230.497(h) if, in the aggregate, the changes in volume and price result in no more than a 20% change in the amount of net proceeds disclosed in a prospectus that was delivered to investors in accordance with § 230.172(b) or, if no prospectus was required to be delivered, in the prospectus that was part of the effective registration statement. * * * * * 62. By removing and reserving § 230.431. 63. By revising § 230.434 to read as follows: § 230.434 Prospectus delivery requirements in firm commitment underwritten offerings by registered investment companies. (a) Where an investment company registered under the Investment Company Act of 1940 (15 U.S.C. § 80a-1 et seq.) registers an offering of securities on Form N-2 (§ 274.11a-1 of this chapter) or Form S-6 (§ 239.16 of this chapter) and the conditions described in paragraph (b) are satisfied, then: (1) The prospectus subject to completion and the term sheet described in paragraph (b)(iv), taken together, shall constitute a prospectus that meets the requirements of Section 10(a) of the Act (15 U.S.C. § 77j(a)) for purposes of Section 2(a)(10) of the Act (15 U.S.C. § 77b(a)(10)) and Section 5(b)(2) of the Act (15 U.S.C. § 77e(b)(2)); and (2) The Section 10(a) prospectus described in paragraph (a)(1) shall have: (i) Been sent or given prior to or at the same time that a confirmation is sent or given for purposes of Section 2(a)(10) of the Act; and (ii) Accompanied or preceded the transmission of the securities for purpose of sale or for delivery after sale for purposes of Section 5(b)(2) of the Act. (b) Conditions: (i) The securities are offered for cash in a firm commitment underwritten offering; (ii) A prospectus subject to completion and any term sheet described in paragraph (b)(iv), together or separately, are sent or given prior to or at the same time with the confirmation; (iii) The prospectus subject to completion and term sheet, together, are not materially different from the prospectus in the registration statement at the time of its effectiveness or an effective post-effective amendment thereto (including, in both instances, information deemed to be a part of the registration statement at the time of effectiveness pursuant to Rule 430A(b) (§ 230.430A(b)); and (iv) The term sheet under this paragraph (b) sets forth all information material to investors with respect to the offering that is not disclosed in the prospectus subject to completion or the confirmation. (c) The information contained in any term sheet described in this section shall be deemed to be a part of the registration statement as of the time such registration statement was declared effective. Instruction: Any form of prospectus or term sheet used in reliance on this section shall be filed in accordance with § 230.497(h). (d) Any term sheet described under this section shall state, at the top center of its cover page, that the term sheet is a supplement to a prospectus and identify that prospectus by issuer name and date; clearly identify the document as a term sheet used in reliance on Rule 434; set forth the approximate date of the term sheet’s first use; and clearly identify the documents that, when taken together, constitute the Section 10(a) prospectus. (e) For purposes of this section, prospectus subject to completion shall mean any prospectus that is either a preliminary prospectus used in reliance on Rule 430 (§ 230.430) or a prospectus omitting information in reliance on Rule 430A (§ 230.430A). 64. By revising § 230.455 to read as follows: § 230.455 Place of filing. All registration statements and other papers filed with the Commission under the Act in paper format shall be filed at its principal office, except for registration statements and post-effective amendments thereto filed via facsimile pursuant to § 230.110(d). Materials not filed electronically or via facsimile may be filed by delivery to the Commission through the mails or otherwise. 65. By amending § 230.456 by revising the section heading; designating the current text as paragraph (a); and adding paragraph (b) to read as follows: § 230.456 Date of filing, timing for fee payment by small business issuers. * * * * * (b)(1) Notwithstanding Section 6 of the Act (15 U.S.C. 77f) and paragraph (a) of this section, a small business issuer filing a registration statement on Form SB-1, SB-2 or SB-3 (§§ 239.9, 239.10 or 239.11 of this chapter) that contains the delaying amendment described in § 230.473(a) may defer payment of the registration fee required by Section 6, provided that it pays the fee no later than the first date to occur of the following: (i) The date on which the small business issuer requests that the Commission grant effectiveness of the registration statement under Section 8(a) of the Act (15 U.S.C. 77h(a)); or (ii) The date on which the small business issuer files an amendment to the registration statement that states that the registration statement shall thereafter become effective in accordance with the provisions of Section 8(a) of the Act, as described in § 230.473(b). (2) Notwithstanding Section 6(c) of the Act, where the small business issuer defers payment of the registration fee in accordance with paragraph (b)(1) of this section, the registration statement (and any amendment thereto) will be considered filed when it is received by the Commission (assuming all requirements of the Act and the rules that apply to such filing have been complied with, other than payment of the registration fee). 66. By amending § 230.457 by adding paragraphs (f)(5), (p) and (q) and revising the first sentence of paragraph (o) to read as follows: § 230.457 Computation of Fee. * * * * * (f) * * * (5) If a filing fee is paid pursuant to this paragraph for the registration of an offering and the registration statement also covers the resale of such securities, no additional filing fee is required to be paid with respect to the resale. * * * * * (o) Where an issuer is registering an offering of securities, the registration fee may be calculated on the basis of the maximum aggregate offering price of all the securities listed in the "Calculation of Registration Fee" table. * * * (p) Where all or a portion of the securities offered under a registration statement remain unsold after the offering's completion or termination, the dollar amount of the filing fee paid that is associated with the unsold securities may be used as an offset against the total filing fee due to be paid for a subsequent registration statement or registration statements. The subsequent registration statement(s) must be filed by the same registrant or a wholly-owned subsidiary of that registrant within five years of the completion or termination of the initial registration statement. (q) Notwithstanding any other provisions of this section, no filing fee is required for the registration of an indeterminate amount of securities to be offered solely for market making purposes by an affiliate of the issuer. 67. By revising paragraph (b)(2) of § 230.461 to read as follows: § 230.461 Acceleration of effective date. * * * * * (b) * * * (2)(i) Where delivery of prospectus information to investors required by § 230.172 is not accomplished, until the registrant, any underwriter and any participating dealer give the Commission adequate assurance that they have complied with § 230.172; and (ii) Where the prospectus information delivered to investors is found to be inaccurate or inadequate in any material respect, until the registrant, any underwriter and any participating dealer give the Commission adequate assurance that they have informed investors that will purchase in the offering of the appropriate correcting information. * * * * * 68. By amending § 230.462 by revising the section heading, paragraphs (a), (b)(2) and (c); and by adding paragraphs (e), (f) and (g) to read as follows: § 230.462 Effectiveness of certain registration statements and post-effective amendments. (a) A registration statement filed in accordance with Form S-8 (§ 239.16b of this chapter) shall become effective upon filing with the Commission. (b) * * * (2) The registration statement is filed before the date confirmations are sent or given or, in an offering described in § 230.145(a), before the meeting date at which security holders approved the transaction or, if no meeting was held, the date the transaction was approved by security holders' authorization or consent; and * * * * * (c) A post-effective amendment shall become effective upon filing with the Commission if: (1) Other than price-related information previously omitted in reliance upon § 230.430A, it contains no substantive changes from or additions to the prospectus previously filed: (i) As part of the effective registration statement; or (ii) As part of a post-effective amendment to that registration statement; and (2) The post-effective amendment is filed: (i) Prior to the time confirmations are sent or given; and (ii) No more than 30 days after the effectiveness of the registration statement or another post-effective amendment thereto that contains a prospectus. * * * * * (e) A registration statement and any post-effective amendment thereto shall become effective upon filing with the Commission if: (1) The registration statement is filed on Form SB-1 (§ 239.9 of this chapter), Form SB-2 (§ 239.10 of this chapter) or Form SB-3 (§ 239.11 of this chapter) and is registering additional securities of the same class(es) as were included in an earlier effective registration statement filed on Form SB-1, Form SB-2 or Form SB-3 for the same offering; (2) The registration statement is filed before the date confirmations are sent or given or, in an offering described in § 230.145(a), before the meeting date at which security holders approved the transaction or, if no meeting was held, the date the transaction was approved by security holders' authorization or consent; and (3) The new registration statement registers additional securities in an amount and at a price that together represent no more than 50% of the maximum aggregate offering price set forth for each class of securities in the "Calculation of Registration Fee" table contained in the earlier registration statement. (f)(1) The following registration statements shall become effective in accordance with paragraph (e)(2) of this section: (i) A registration statement filed in accordance with Form B (§ 239.5 of this chapter); (ii) A registration statement filed in accordance with Schedule B (15 U.S.C. 77aa) by a foreign government issuer that: (A) Registered an offering under the Act within the 3 years before the filing date of the current offering; and (B) Is registering an offering of at least $250 million in securities that is underwritten on a firm commitment basis; and (iii) A registration statement filed in accordance with Form A (§ 239.4 of this chapter) by an issuer that: (A) Satisfies the requirements of General Instruction II.A. or II.C. of Form A and is not disqualified as specified in General Instruction II.B. of Form A.; and (B) Has a public float of $75 million or more as of the filing date; or (C) Incorporates into the Form A its annual report filed under Section 13(a) or 15(d) of the Securities Exchange Act (15 U.S.C. 78m or 78o(d)) for the end of its most recently completed fiscal year and that annual report was reviewed fully by the staff of the Commission and was amended in accordance with the staff's comments (if so requested). (2) The registrant shall designate the effective date of the registration statement listed in paragraph (f)(1) of this section. It must indicate on the front page of the Form or Schedule that the registration statement will become effective either: (i) Upon filing with the Commission; (ii) At the date and time set forth on the front page of the Form or Schedule; or (iii) As specified in a later amendment to the Form or Schedule. (g) An issuer may file only one registration statement pursuant to either paragraph (b) or (e) of this section for any offering. 69. By revising § 230.464 to read as follows: § 230.464 Effective date of a post-effective amendment filed on Form A, Form B or Form S-8. (a) If at the time a registrant files a post-effective amendment on Form A, it meets the requirements set forth in General Instruction VIII. to Form A (§ 239.4 of this chapter): (1) Its post-effective amendment filed on Form A shall become effective in accordance with the registrant's designation on the front page of Form A either: (i) Upon filing with the Commission; (ii) On the date set forth on the front page of Form A; or (iii) As specified in a later post-effective amendment to the Form; and (2) The effective date of the registration statement shall be deemed to be the effective date of the post-effective amendment. (b) If at the time a registrant files a post-effective amendment on Form B (§ 239.5 of this chapter), it meets the eligibility requirements to file that post-effective amendment on Form B: (1) Its post-effective amendment filed on Form B shall become effective in accordance with the registrant's designation on the front page of Form B either: (i) Upon filing with the Commission; (ii) On the date set forth on the front page of Form B; or (iii) As specified in a later post-effective amendment to the Form; and (2) The effective date of the registration statement shall be deemed to be the effective date of the post-effective amendment. (c) If a registrant meets the eligibility requirement of Form S-8 (§ 239.16b of this chapter), its post-effective amendment filed on Form S-8: (1) Shall become effective upon filing with the Commission; and (2) The effective date of the registration statement shall be deemed to be the filing date of the post-effective amendment. 70. By revising the first sentence of paragraph (a) of § 230.471 and adding paragraph (c) to read as follows: § 230.471 Signatures to amendments. (a) Except as provided in paragraph (c) of this section or § 230.478, every amendment to a registration statement shall be signed by the persons specified in Section 6(a) of the Act (15 U.S.C. 77f(a)). * * * * * * * * (c)(1) All persons who sign a registration statement on Form B (§ 239.5 of this chapter) will be deemed to have signed a post-effective amendment to that registration statement where an authorized representative of the registrant signs that amendment if all the following are true: (i) The registration statement relates to an offering under § 230.415(a)(1)(x); (ii) The person did not grant a power of attorney for another person to sign a post-effective amendment; and (iii) The post-effective amendment does not expressly state to the contrary. (2) Despite paragraph (c)(2) of this section, if any person who signed the registration statement no longer acts in the capacity in which such person signed the registration statement, the registrant must provide the signature of the person who currently acts in that capacity in the post-effective amendment. 71. By revising paragraph (e) of § 230.472 to read as follows: § 230.472 Filing of amendments; number of copies. * * * * * (e) Notwithstanding any other provision of this section, if a registrant files a post-effective amendment pursuant to § 230.462(b), § 230.462(e) or § 230.462(f) by facsimile pursuant to § 230.110(d), the registrant need file only one complete copy of the registration statement with the Commission. That copy must include all exhibits and other documents that are a part of it. That copy need not be bound. It may include facsimile versions of signatures in accordance with § 230.402(e). 72. By amending § 230.473 by removing in paragraph (d) the words "Form S-3, F-2 or F-3 (§ 239.13, § 239.32 or § 239.33 of this chapter) relating to a dividend or interest reinvestment plan; or on Form S-4 (§ 239.25 of this chapter) complying with General Instruction G of that Form" and adding, in their place, the words "Form B (§ 239.5 of this chapter) or on Form A (§ 239.4 of this chapter) complying with General Instruction VIII. of that Form". 73. By removing § 230.475a. - 319 - 74. By amending § 230.477 by revising paragraphs (b) and (c); and by adding paragraph (d) to read as follows: § 230.477 Withdrawal of registration statement or amendment. * * * * * (b) Any application for withdrawal of an entire registration statement will be deemed granted upon filing of the application with the Commission if made prior to the effective date. (c) The registrant must sign any application for withdrawal and must state fully in it the grounds on which it is making the application. If the application for withdrawal is being made in anticipation of reliance on § 230.152(c), the registrant must state in the application that no securities were sold in connection with the offering and that it may undertake a subsequent private offering in reliance on § 230.152. (d) Any withdrawn document will remain in the Commission's files, but an indication of the date of withdrawal will be included in the file for the withdrawn document along with a notation that it was withdrawn upon the request of the registrant with the consent of the Commission. 75. To add § 230.493A to read as follows: § 230.493AFiling of Securities Term Sheet in Certain Offerings Registered on Schedule B. Foreign government issuers must file with the Commission any securities term sheet they deliver pursuant to § 230.172(a) as part of the prospectus in the related effective registration statement on Schedule B (15 U.S.C. 77aa). They must file the securities term sheet no later than the date of the first sale in the offering. 76. By adding § 230.499 to read as follows: § 230.499 Concurrent registration under the Exchange Act on Schedule B. (a) Any issuer filing a registration statement pursuant to Schedule B (15 U.S.C. 77aa) also may use that Schedule to register concurrently under Section 12(b) or 12(g) of the Exchange Act (15 U.S.C. 78l(b) or (g)). The issuer may register any class of securities that is the subject of the offering it is registering under the Securities Act. To register, the issuer must check the appropriate box(es) and identify the class(es) of securities it is registering under Section 12(b) or 12(g) and the exchange or market for those securities. The issuer also must include the following paragraph and table on the facing page of the Schedule B registration statement: The issuer is using Schedule B to register concurrently under Section 12(b) or 12(g) of the Exchange Act one or more classes of securities that are the subject of the offering being registered under the Securities Act. The issuer has checked the appropriate box(es) and identified the class(es) of securities it is registering under Section 12(b) or 12(g) on the table below: [ ] Securities being registered pursuant to Exchange Act Section 12(b): Title of each class: Name of exchange on which listed: ________________________ __________________________ ________________________ __________________________ [ ] Securities being registered pursuant to Exchange Act Section 12(g): Title of each class: Name of market on which quoted: ________________________ __________________________ ________________________ __________________________ (b) Registration on Schedule B of a class of securities under Exchange Act Section 12(b) shall become effective upon the later of: (1) Receipt by the Commission of certification from the national securities exchange listed on the cover of the Schedule B that the securities have been approved for listing; or (2) Effectiveness of the Schedule B under the Securities Act. (c) Registration on this Schedule B of a class of securities under Exchange Act Section 12(g) shall become effective automatically upon the earlier of: (1) 60 days after the initial filing of this Schedule B; or (2) The effectiveness of this Schedule B. (d) The issuer must file at least one complete, signed copy of the registration statement on Schedule B with each exchange or market identified on the cover of the Schedule B. 77. By amending § 230.502 by removing in paragraph (b)(2)(ii)(B) the words "Form S-1 (§239.11 of this chapter)" and adding, in their place, the words "Form A (§239.4 of this chapter)", by removing "SB-2 (§239.10 of this chapter) or S-11 (§239.18 of this chapter)" and adding, in their place, the words "or SB-2 (§239.10 of this chapter)", by removing in paragraph (b)(2)(ii)(D) the words "Form F-1 (§239.31 of this chapter)" and adding, in their place, the words "Form A (§239.4 of this chapter)" by removing in paragraph (c)(2) the words "with §230.135c" and adding, in their place, the words "with §230.135"; revising the Note heading following paragraph (a) and adding a sentence at the end of that Note to read as follows: § 230.502 General conditions to be met. * * * * * (a) Integration. * * * Note to Paragraph (a). * * * See also § 230.152 which provides safe harbors from integration of public offerings and private offerings made around the same time, including offerings under § 230.506. * * * * * 78. By revising paragraph (a) of § 230.504 to read as follows: § 230.504 Exemption for limited offerings and sales of securities not exceeding $1,000,000. (a) Exemption. Offers and sales of securities that satisfy the conditions in paragraph (b) of this section shall be exempt from the provisions of Section 5 of the Act (15 U.S.C. 77e) under Section 3(b) of the Act (15 U.S.C. 77c(b)) if the issuer is not: (1) An investment company; (2) A development stage company that either: (i) Has no specific business plan or purpose; or (ii) Has indicated that its business plan is to engage in a merger or acquisition with an unidentified entity or entities; or (3) Subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)), except that an issuer may be subject to those requirements in connection with the offer and sale of securities underlying convertible securities or warrants if: (i) The issuer offered and sold the convertible securities or warrants in compliance with this section while it was not subject to those requirements; and (ii) The issuer offered the securities underlying the convertible securities or warrants in compliance with this section prior to becoming subject to those requirements. * * * * * 79. By amending § 230.902 by removing the word "and" at the end of paragraph (c)(3)(v)(B); by revising paragraph (c)(3)(vi); by removing the period at the end of paragraph (c)(3)(vii) and adding in its place "; and"; and by adding paragraphs (c)(3)(viii) and (h)(4) to read as follows: § 230.902 Definitions. * * * * * (c) Directed selling efforts. * * * * * (3) * * * (vi) Publication by an issuer of a notice in accordance with § 230.135; * * * * * (viii) Publication or distribution of information, an opinion or a recommendation by a broker or dealer in accordance with § 230.138 or § 230.139. * * * * * (h) Offshore transaction. * * * (4) Notwithstanding paragraph (h)(1) of this section, publication or distribution of information, an opinion or a recommendation in accordance with § 230.138 or § 230.139 by a broker or dealer at or around the time of an offering in reliance on Regulation S (§§ 230.901 through 230.904) will not cause the transaction to fail to be an offshore transaction as defined in this section. * * * * * PART 232 -REGULATION S-T - GENERAL RULES AND REGULATIONS FOR ELECTRONIC FILERS 80. By revising the authority citation for Part 232 to read as follows: AUTHORITY: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a), 77z-3, 78c(b), 78d, 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 78mm, 79t(a), 80a-8, 80a-29, 80a-30 and 80a-37. 81. By amending § 232.13 by revising paragraphs (a)(1)(ii), (a)(1)(iii) and (a)(3) before the Note; and by adding paragraph (a)(1)(iv) to read as follows: § 232.13 Date of filing; adjustment of filing date. (a) * * * (1) * * * (ii) The filing conforms to the applicable technical standards regarding electronic format in the EDGAR Filer Manual; (iii) With respect to Securities Act filings, including filings under Section 24(f) of the Investment Company Act (15 U.S.C. 80a-24(f)), the required fee payment: (A) For registration statements filed in accordance with Forms SB-1, SB-2 or SB-3 (§§ 239.9, 239.10 or 239.11 of this chapter) is made no later than the earlier of: (1) The date on which the small business issuer requests, under § 230.461 of this chapter, that the Commission accelerate the effective date of its registration statement; or (2) The date on which the small business issuer files an amendment to the registration statement that contains the statement set forth in § 230.473(b) of this chapter. (B) For registration statements other than those filed in accordance with Forms SB-1, SB-2 or SB-3 is confirmed upon filing; and (iv) Notwithstanding paragraph (a)(1)(iii) of this section, the failure to pay an insignificant amount of the fee at the required time, as a result of a bona fide error, shall not affect the filing. (2) * * * (3) Notwithstanding paragraph (a)(2) of this section, any registration statement or any post-effective amendment thereto filed pursuant to §§ 230.462(b), 230.462(e) or 230.462(f) of this chapter by direct transmission commencing on or before 10:00 p.m. Eastern Standard Time or Eastern Daylight Savings Time, whichever is currently in effect, shall be deemed filed on the same business day. * * * * * 82. By amending § 232.101 by revising the Note following paragraph (a)(3); by removing paragraph (c)(7); and by redesignating paragraphs (c)(8), (c)(9), (c)(10), (c)(11), (c)(12), (c)(13), (c)(14), (c)(15), (c)(16) and (c)(17) as paragraphs (c)(7), (c)(8), (c)(9), (c)(10), (c)(11), (c)(12), (c)(13), (c)(14), (c)(15) and (c)(16) to read as follows: § 232.101 Mandated electronic submissions and exceptions. (a) * * * (3) * * * Note to Paragraph (a): Failure to submit a required electronic filing pursuant to paragraph (a) of this section, as well as any required confirming electronic copy of a paper filing made in reliance on a hardship exemption as provided in §§ 232.201 and 232.202, will result in the ineligibility to use Form B and S-8 (§§ 239.5 and 239.16b of this chapter), restrict incorporation by reference of the document submitted in paper (see § 232.303), and toll certain time periods associated with tender offers (see §§ 240.13e-4(f)(12) and 240.14e-1(e) of this chapter). * * * * * - 320 - 83. By amending § 232.201 following paragraph (b) and by revising Note 1 to read as follows: § 232.201 Temporary hardship exemption. * * * * * (b) * * * Note 1 to Paragraph (b): Failure to submit the confirming electronic copy of a paper filing made in reliance on a temporary hardship exemption, as required in paragraph (b) of this section, will result in the ineligibility to use Form B and S-8 (§§ 239.5 and 239.16b of this chapter), restrict incorporation by reference of the document submitted in paper (see § 232.303), and toll certain time periods associated with tender offers (see §§ 240.13e-4(f)(12) and 240.14e-1(e) of this chapter). * * * * * 84. By amending § 232.202 by revising Note 3 following paragraph (d) to read as follows: § 232.202 Continuing hardship exemption. * * * * * (d) * * * Note 3 Failure to submit the confirming electronic copy of a paper filing made in reliance on a continuing hardship exemption granted pursuant to paragraph (d) of this section will result in the ineligibility to use Forms B and S-8 (§§ 239.5 and 239.16b of this chapter), restrict incorporation by reference of the document submitted in paper (see § 232.303), and toll certain time periods associated with tender offers (see §§ 240.13e-4(f)(12) and 240.14e-1(e) of this chapter). 85. By adding a sentence at the end of paragraph (a) of § 232.304 to read as follows: § 232.304 Graphic and image material. (a) * * * Additionally, five copies of any prospectus filed in accordance with § 230.425 that contains graphic, imagine or audio material that cannot be reproduced in the electronic filing must be filed with the Commission in its original form. * * * * * 86. By amending § 232.311 by removing paragraph (i). 87. By amending § 232.401 by revising the last sentence of the Note to read as follows: § 232.401 Financial Data Schedule. Note: * * * Further, electronic filers that have not filed a required Financial Data Schedule will be ineligible to use Form B and Form S-8 (§§ 239.5 and 239.16b of this chapter). PART 239 - FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933 88. By revising the general authority citation for Part 239 to read as follows: Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3, 77sss, 78c, 78d, 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 78mm, 78u-5, 79e, 79f, 79g, 79j, 79l, 79m, 79n, 79q, 79t, 80a-8, 80a- 24, 80a-29, 80a-30 and 80a-37, unless otherwise noted. * * * * * 89. By removing and reserving § 239.11, § 239.12, § 239.13, § 239.25, § 239.18, § 239.31, § 239.32, § 239.33, § 239.34, and by removing Forms S-1, S-2, S-3, S-4, S-11, F-1, F-2, F-3, and F-4. 90. By adding § 239.4 and Form A to read as follows: § 239.4 Form A, for registration under the Securities Act of 1933 and optional concurrent registration under the Securities Exchange Act of 1934. (a) This form shall be used for registration under the Securities Act of 1933 (15 U.S.C. 77a et. seq.) ("Securities Act") of any offering for which no other form is authorized or prescribed. Therefore, for example, this form shall not be used for: (1) Any offering for which Form C or Form SB-3 (§ 239.6 or 239.11) is authorized; or (2) Any offering by a foreign government or a political subdivision thereof for which Schedule B (15 U.S.C. 77aa) is authorized. (b) A registrant also may use this form to register concurrently under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 ("Exchange Act"). It may register under the Exchange Act any class of securities that are the subject of the offering it is registering under the Securities Act. To register, the registrant must check the appropriate box(es) on the cover page of this form and identify which class(es) of securities it is registering under Section 12(b) or 12(g) of the Exchange Act. Note: The text of Form A will not appear in the Code of Federal Regulations. U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [AND OPTIONAL REGISTRATION PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934] _________________________________________________________ (Exact name of Registrant as specified in its charter) ________________________________________________________________ (Translation of Registrant's name into English, if applicable) _______________________________________________________________ (State or other jurisdiction of incorporation or organization) ______________________________________________ (I.R.S. Employer Identification Number) ________________________________________________________________________ (Address and telephone number of Registrant's principal executive offices) ________________________________________________________________________ (Name, address and telephone number of Registrant's agent for service) ________________________________________________________________________ (Web Site Address, if any) ________________________________________________________________________ (E-mail Address, if any) * * * * * Approximate date of commencement of sales __________________________ If you are a foreign private issuer as defined in Securities Act Rule 405, check the following box. [ ] If you are not a foreign private issuer as defined in Securities Act Rule 405, check the following box. [ ] If any of the securities being registered on this Form are to be offered pursuant to Securities Act Rule 415, check the following box. [ ] ______ If you are filing this Form to register additional securities for an offering in accordance with Securities Act Rule 462(b), check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] _____________ If this Form is a post-effective amendment filed in accordance with Securities Act Rule 462(c) to re-start the 15-business-day period during which pricing must occur under Securities Act Rule 430A(a)(3) or to reflect a non-substantive change from, or addition to, the prospectus, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] _____________ If this Form is a post-effective amendment filed in accordance with Rule 462(d) under the Securities Act solely to add exhibits, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] _____________ If you are using this Form to register concurrently under Section 12(b) or 12(g) of the Exchange Act any class of securities that are the subject of the offering you are registering under the Securities Act, check the appropriate box and provide the information indicated below: [ ] Securities being registered pursuant to Exchange Act Section 12(b): Title of each class: Name of exchange on which listed: _______________________________ _______________________________ _______________________________ _______________________________ This Section 12(b) registration will become effective upon the later of (1) effectiveness of this Form A; or (2) receipt by the Commission of certification from the national securities exchange listed above. [ ] Securities being registered pursuant to Exchange Act Section 12(g): Title of each class: Name of market on which quoted: _______________________________ _______________________________ _______________________________ _______________________________ Section 12(g) registration statements become effective automatically 60 days after filing. You may check box 1 or 2, below, to shorten this time period. Also, you may check box 3, below, to preserve your option to shorten this time period. If you check box 3 and do not file a later amendment, the registration of the class of securities listed above will become effective 60 days after filing of this Form A. We propose that this filing become effective (check appropriate box): 1. [ ] upon filing with the Commission. By checking this box, the undersigned are certifying compliance with the delivery requirements of Securities Act Rule 172(b) in connection with the offering. In addition, in checking this box, any underwriter in connection with the offering also is requesting that the registration statement become effective upon filing. 2. [ ] on (date) at (time) . By checking this box, the undersigned are certifying compliance with the delivery requirements of Securities Act Rule 172(b) in connection with the offering. In addition, in checking this box, any underwriter in connection with the offering also is requesting that the registration statement become effective upon the date and time designated. 3. [ ] as specified in a later amendment to this Form. CALCULATION OF REGISTRATION FEE ----------------------------------------------------------------- Proposed Proposed Title of maximum maximum each offering aggregate Amount of class of Amount to price per offering registration securities be unit price fee to be registered registered Notes to the Fee Table: 1. Set forth any explanatory details relating to the fee table in footnotes to the table. 2. If the basis for calculating the fee is not evident from the information presented in this table, refer to the applicable provisions of Securities Act Rule 457 in a footnote. 3. If the fee is calculated under Rule 457(o), the "Amount to be registered" and the "Proposed maximum offering price per unit" need not appear in this table. 4. If any of the securities registered are not sold in connection with this offering, the registrant (or a qualifying wholly-owned subsidiary) may use the dollar amount of the fee paid with respect to the unsold securities to offset the total fee due on its subsequent registration statement. See Rule 457(p). When offsetting any part of the fee under Rule 457(p), the registrant must state the dollar amount being offset in a footnote to the fee table and must identify the file number of the registration statement and the amount and class of securities in connection with which the offsetting fee was previously paid. Use of Rule 457(p) to offset any fee automatically deregisters the securities in connection with which the fee was previously paid. GENERAL INSTRUCTIONS I. Rules as to Use of Form A. A. This Form shall be used for registration under the Securities Act of 1933 ("Securities Act") of any offering for which no other form is authorized or prescribed. Therefore, for example, this Form shall not be used for: 1. any offering for which Form C or Form SB-3 is authorized; or 2. any offering by a foreign government or a political subdivision thereof for which Schedule B is authorized. B. A registrant also may use this Form to register concurrently under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 ("Exchange Act"). It may register under the Exchange Act any class of securities that are the subject of the offering it is registering under the Securities Act. To register, the registrant must check the appropriate box(es) on the cover page of this Form and identify which class(es) of securities it is registering under Section 12(b) or 12(g). - 321 - II. Registrant Information -- Incorporation by Reference. A. Registrants Eligible to Incorporate by Reference. Unless otherwise provided in General Instruction II.B., a registrant may comply with Items 12 and 13, instead of Item 14, if it meets the following requirements: 1. the registrant: (a) has a class of securities registered pursuant to Section 12(b) or 12(g) of the Exchange Act; or (b) is required to file reports pursuant to Section 15(d) of the Exchange Act; 2. for a period of at least twenty-four full calendar months and any portion of a month immediately preceding the date of filing this Form, the registrant: (a) has been subject to the requirements of Section 12 or Section 15(d) of the Exchange Act; (b) has filed all material it was required to file pursuant to Sections 13, 14 and 15(d) of the Exchange Act; and (c) has filed two annual reports if its public float is less than $75 million. (3) for a period of at least twelve full calendar months and any portion of a month immediately preceding the date of filing this Form, the registrant has filed in a timely manner all materials it was required to file pursuant to Sections 13, 14 and 15(d) of the Exchange Act. Note to General Instruction II.A.2.(c): If a registrant filed a Form 12b-25 to delay filing any report (or portion of a report) during that time period, it must have filed the related report (or portion) within the time prescribed by Rule 12b-25. B. Registrants Ineligible to Incorporate by Reference and Rely on Automatic Effectiveness. A registrant must comply with Item 14 and is ineligible to rely on Securities Act Rule 462(f)(1)(iv) if it fails to meet any of the conditions of General Instruction II.A. or any of the following is true: 1. within 2 years before the date of filing this Form, the registrant was a development stage company that either: (a) had no specific business plan or purpose; or (b) indicated that its business plan was to engage in a merger or acquisition with an unidentified entity or entities; 2. within two years before the date of filing this Form, the registrant was a shell entity having few or no assets, earnings or operations; 3. the registrant is registering an offering of "penny stock" as defined in Exchange Act Rule 3a51-1 or has issued it in the two years prior to the date of filing this Form; 4. the registrant or any of its subsidiaries has, since the end of the last fiscal year for which the registrant included certified financial statements in an Exchange Act report: (a) failed to pay any dividend or sinking fund installment on preferred stock; (b) caused any material delinquency with respect to preferred stock that was not cured within 30 days; or (c) defaulted on any payment of principal, interest, a sinking fund installment, a purchase fund installment or any other installment on indebtedness, or defaulted on any rental on a long-term lease, if such debt and lease defaults in the aggregate are material; 5. the independent accountant that examined the registrant's financial statements for the most recent fiscal year expressed in its report substantial doubt about the registrant's ability to continue as a going concern; 6. within three years before the date of filing, a petition under the federal bankruptcy laws or any state insolvency law was filed by or against the registrant, or a court appointed a receiver, fiscal agent or similar officer with respect to the business or property of the registrant. If true, however, this would not disqualify the registrant if it has filed an annual report with audited financial statements subsequent to its emergence from that bankruptcy, insolvency or receivership process; 7. within five years before the date of filing, the registrant, any executive officer, director or general partner of the registrant or person nominated to any of those positions, or underwriter was convicted of any felony or misdemeanor described in clauses (i) through (iv) of Section 15(b)(4)(B) of the Exchange Act; 8. within five years before the date of filing, the registrant, any executive officer, director or general partner of the registrant or person nominated to any of those positions, or underwriter was made the subject of a judicial or administrative decree or order arising out of a governmental action that: (a) prohibits future violations of any antifraud provision of the securities laws or Section 5 of the Securities Act; (b) requires that the registrant, any executive officer, director or general partner of the registrant or person nominated to any of those positions, or underwriter cease and desist from violating any antifraud provision of the securities laws or from violating Section 5 of the Securities Act; or (c) determines that the registrant, any executive officer, director or general partner of the registrant or person nominated to any of those positions, or underwriter violated any antifraud provision of the securities laws or Section 5 of the Securities Act; 9. the registrant is a "small business issuer," as defined in Securities Act Rule 405, that provided the "Information Required in Annual Report of Transitional Small Business Issuers" in its most recent annual report on Form 10-KSB; and 10. the registrant would incorporate by reference into its Form A registration statement a report under the Exchange Act that: (a) the Commission, after review, requested that the registrant amend in accordance with its comments; and (b) either the registrant did not amend the report or, in the Commission's judgment, did not amend the report in accordance with the Commission's comments. C. Successor Registrants. We will deem a successor registrant to have satisfied the eligibility requirements of General Instruction II.A. of this Form if it satisfies either of the following requirements: 1.(a) taken together, the registrant and its predecessor(s) meet the eligibility requirements in General Instruction II.A. of this Form; (b) the primary purpose of the succession was to change the state or other jurisdiction of incorporation of the predecessor(s) or to form a holding company for the predecessor(s); and (c) the assets and liabilities of the successor at the time of succession were substantially the same as those of the predecessor; or 2. the predecessor(s) met the eligibility requirements of General Instruction II.A. of this Form at the time of succession and the registrant has continued to meet them since the succession. III. Domestic and Foreign Registrants. A. Definitions. 1. As used in this Form, "U.S. registrant" includes all registrants other than foreign governments and foreign private issuers. 2. As used in this Form, "foreign registrant" includes only registrants that are foreign private issuers. 3. "Foreign government" and "foreign private issuer" are defined in Rule 405 of Regulation C. B. Information Required. 1. U.S. registrants must provide all information required by the Items of this Form except where the Item expressly identifies the requirement as applying only to foreign registrants. 2. Foreign registrants must provide all information required by the Items of this Form except where the Item expressly identifies the requirement as applying only to U.S. registrants. IV. Free Writing Prospectus Information. You should read Securities Act Rule 165. That rule permits a Form A registrant and those acting on its behalf to use "free writing" offering materials that do not meet the requirements of Section 10 of the Act. Those offering materials may be used after the registrant has filed with the Commission a registration statement containing the Section 10 prospectus. If you use a prospectus in reliance on that Rule, you must file it when required to do so by Securities Act Rule 425. - 322 - V. Securities Act Rules and Regulations. A. Prospectus delivery. You should read Securities Act Rule 172. That rule describes prospectus delivery obligations applicable to offerings registered on this Form. B. Preparation and filing of Form. You should read the other rules and regulations under the Securities Act (Part 230 of Title 17 of the Code of Federal Regulations), particularly Regulation C, Regulation S-K and Form 20-F. Regulation C contains general requirements regarding the preparation and filing of registration statements. Regulation S-K contains non- financial statement disclosure requirements applicable to registration statements. Form 20-F also contains non-financial statement disclosure requirements, but they apply only to foreign private issuers. C. Blank check companies. If the offering registered on this Form relates to a blank check company, you should read Securities Act Rule 419. Among other things, that Rule contains additional disclosure requirements. VI. Foreign Registrant Financial Statements. A. A foreign registrant must reconcile its financial statements included in or incorporated into this registration statement. It must reconcile them to Item 18 of Form 20-F, except as otherwise permitted in paragraph B of this General Instruction. B. A foreign registrant need only reconcile its financial statements to Item 17 of Form 20-F if: 1. it is registering an offering of its non-convertible investment grade securities. A security is "investment grade" if, at the time of sale: (a) it is rated by at least one nationally recognized statistical rating organization ("NRSRO") (as that term is used in Exchange Act Rule 15c3-1(c)(2)(vi)(F)) in one of the generic rating categories that signify investment grade; and (b) no other NRSRO rating the security has placed it in a category that does not signify investment grade; 2. it is registering an offering of its securities to be issued upon the exercise of outstanding rights granted pro rata to all existing security holders of the class of securities to which the rights attach; 3. it is registering an offering of its securities pursuant to a dividend or interest reinvestment plan; 4. it is registering an offering of its securities upon the conversion of outstanding convertible securities that it (or its affiliate) issued; or 5. it is registering an offering of its securities upon the exercise of outstanding transferrable warrants that it (or its affiliate) issued. C. Notwithstanding paragraphs B.2., B.3., B.4. and B.5. of this General Instruction, if securities are to be offered or sold in a standby underwriting in the United States or by similar arrangement, the registrant must reconcile its financial statements to Item 18 of Form 20-F. VII. Roll-up Transactions. A. The registrant must comply with the disclosure provisions of Subpart 900 of Regulation S-K if it registers a roll-up transaction (as defined in Item 901(c) of Regulation S-K) on this Form, even if the registrant is a "small business issuer" as defined in Securities Act Rule 405. To the extent that the disclosure requirements of Subpart 900 are inconsistent with the disclosure requirements of this Form, the requirements of Subpart 900 control. B. If the registrant registers a roll-up transaction on this Form, special prospectus delivery requirements apply. See Securities Act Rule 172(e). C. You should read the proxy rules and Rule 14e-7 of the tender offer rules. They contain provisions specifically applicable to roll-up transactions. Those provisions apply whether or not the entities involved have registered securities under Section 12 of the Exchange Act. VIII.Effectiveness of Registration Statement and Post-Effective Amendments. A.1. Registration statements on this Form will become effective automatically pursuant to Securities Act Rule 462(f)(1)(iv) on the date designated by the registrant on the front page of the Form if: (i) the registrant meets the requirements of General Instruction II.A. or II.C. and is not disqualified as specified in General Instruction II.B.; and (A) the registrant has a public float of $75 million or more; or (B) the annual report filed by the registrant for its most recently completed fiscal year end was reviewed by the staff of the Commission, was amended in accordance with the staff's comments (if so requested) and is incorporated by reference into the Form A. 2. "Public float" means the aggregate market value of the registrant's outstanding voting and non-voting common equity securities held by persons other than affiliates of the registrant, as of the end of the registrant's last fiscal quarter. 3. Under Rule 462(f)(1)(iv), registrants may designate that the Form will become effective either: (i) upon filing with the Commission; (ii) at the date and time as set forth on the front page of the Form; (iii) as specified in a later amendment to the Form. 4. Before filing this Form in reliance on Rule 462(f)(1)(iv), registrants must obtain the concurrence of the underwriter with the designated effective date. 5. Registration statements on this Form filed in reliance on Securities Act Rule 462(f)(1)(iv) become public upon filing and are not reviewed by the Commission staff prior to the effective date designated by the issuer. Confidential treatment requests with respect to information that the registrant is required to file in this Form may, however, be reviewed by the staff. As a result, when the issuer plans to have the Form become effective upon filing or fewer than 20 days thereafter, it must furnish to the staff in advance of filing, any request it wishes to make for confidential treatment of information relating to the Form. See Securities Act Rule 406. The Commission must act on the confidential treatment request before this Form becomes effective. B. Any post-effective amendment filed on this Form by a registrant eligible to designate its effective date as described in General Instruction VIII.A. also shall become effective as designated by the registrant. See General Instruction VIII.A.2. and Securities Act Rule 464. - 323 - IX. Registration of Additional Securities. A. Under certain circumstances, the registrant may increase the size of an offering after the effective date through filing a short-form registration statement under Securities Act Rule 462(b). A Rule 462(b) registration statement may include only the following: 1. the facing page; 2. a statement that the earlier registration statement, identified by file number, is incorporated by reference; 3. any required opinions and consents; 4. the signature page; and 5. any price-related information omitted from the earlier registration statement in reliance on Securities Act Rule 430A, if the registrant so chooses. B. The information contained in a Rule 462(b) registration statement is deemed to be a part of the earlier effective registration statement as of the date of effectiveness of the Rule 462(b) registration statement. C. The registrant may incorporate by reference from the earlier registration statement any opinion or consent required in the Rule 462(b) registration statement if: 1. the opinion or consent expressly allows that incorporation; and 2. the opinion or consent also relates to the Rule 462(b) registration statement. Note to General Instruction IX.C. You should read Securities Act Rule 411(c) regarding incorporation by reference of exhibits and Securities Act Rule 439(b) regarding incorporation by reference of consents. X. Concurrent Registration of Securities under the Exchange Act. A. Registration on this Form of a class of securities under Exchange Act Section 12(b) shall become effective upon the later of: 1. receipt by the Commission of certification from the national securities exchange listed on the cover of this Form that the securities have been approved for listing; or 2. effectiveness of this registration statement. B. Registration on this Form of a class of securities under Exchange Act Section 12(g) shall become effective upon the effectiveness of this registration statement. C. If the registrant is required to file an annual report under Exchange Act Section 15(d) for its last fiscal year, it must file that annual report within the time period specified in the appropriate annual report form even if the Exchange Act registration becomes effective before the annual report is due. D. The registrant must file at least one complete, signed copy of the registration statement with each exchange or market identified on the cover of this Form. PART I INFORMATION REQUIRED IN THE PROSPECTUS Item 1. Front Cover Page of the Registration Statement and Outside Front Cover Page of the Prospectus. (a) Provide the information required by Item 501 of Regulation S-K. (b) If the registrant is a real estate entity as defined in Item 1101 of Regulation S-K, provide the information required by Item 1102 of Regulation S-K. Item 2. Inside Front and Outside Back Cover Pages of Prospectus. Provide the information required by Item 502 of Regulation S-K. Item 3. Prospectus Summary, Risk Factors, and Ratio of Earnings to Fixed Charges. (a) Provide the information required by Item 503 of Regulation S-K. (b) If the registrant is a real estate entity as defined by Item 1101 of Regulation S-K, provide the information required by Item 1103 of Regulation S-K. Note to Item 3. Information is required by this Item only to the extent that it is not already incorporated by reference from an Exchange Act report. Item 4. Use of Proceeds. Provide the information required by Item 504 of Regulation S-K. Item 5. Determination of Offering Price. Provide the information required by Item 505 of Regulation S-K. Item 6. Dilution. Provide the information required by Item 506 of Regulation S-K. Item 7. Selling Security Holders. Provide the information required by Item 507 of Regulation S-K. Item 8. Plan of Distribution. Provide the information required by Item 508 of Regulation S-K. Item 9. Description of Securities. Provide the information required by Item 202 of Regulation S-K. Item 10. Interests of Named Experts and Counsel. Provide the information required by Item 509 of Regulation S-K. Item 11. Real Estate Entities. If the registrant is a real estate entity as defined in Item 1101 of Regulation S-K, provide the information required by Item 1104 and Items 1108 through Item 1112 of Regulation S-K. Item 12. Information Required for Seasoned Form A Companies. If the registrant meets the requirements of General Instruction II. of this Form and elects to comply with this Item and Item 13 (instead of Item 14), it must do the following: (a) Annual report. Deliver together with the prospectus a copy of its latest annual report filed pursuant to Section 13(a) or 15(d) of the Exchange Act. (b) Quarterly information. U.S. registrants: Provide the information required by Part I of Form 10-Q (or Form 10-QSB, if applicable) for the most recent fiscal quarter following the fiscal year covered by the annual report delivered pursuant to this Item. The registrant must: (1) include that information in the prospectus; or (2) deliver together with the prospectus a copy of its latest Form 10-Q (or 10-QSB); Notes to Items 12(a) and 12(b). 1. Indicate in the prospectus that it is accompanied by the reports that the registrant sends pursuant to paragraphs (a) and (b) of this Item. 2. If the registrant incorporates by reference portions of any other document into a report it delivers under this Item, it also must deliver the incorporated portions with it. 3. If the registrant's Form 10-Q (or 10-QSB) for the most recent quarter is not due to be filed prior to the effective date of the registration statement, it may provide the information for the previous fiscal quarter to satisfy Item 12(b). For this purpose, the due date is calculated without the extension provided by Exchange Act Rule 12b-25. (c) Current financial statements. Foreign registrants: If the financial statements you incorporate by reference in accordance with Item 13 of this Form are not sufficiently current to comply with Rule 3-19 of Regulation S-X, you must provide financial statements necessary to comply with that Rule. You must do so through one of the following means: (1) include that information in the prospectus; or (2) include that information in an amended or a newly filed Exchange Act report, disclose in the prospectus that you have done so, incorporate that report by reference into the effective registration statement, and deliver it together with the prospectus. (d) Other financial information. If not reflected in the registrant's annual report delivered to investors in accordance with paragraph (a) of this Item, provide: (1) financial information required by Rule 3-05 and Article 11 of Regulation S-X with respect to transactions other than the one being registered; (2) restated financial statements prepared in accordance with or reconciled to U.S. GAAP and Regulation S-X where: (i) after the end of its most recent fiscal year, the registrant consummated one or more business combinations accounted for by the pooling of interest method of accounting; and (ii) the acquired businesses, considered in the aggregate, are significant pursuant to Rule 11-01(b) or Regulation S-X; (3) restated financial statements prepared in accordance with or reconciled to U.S. GAAP and Regulation S-X, if a change in accounting principles or correction of an error required a material retroactive restatement of financial statements; or (4) any financial information required because of a material disposition of assets outside the normal course of business. See Item 2 of Form 8-K and Instruction 3 to Rule 11-02(b) of Regulation S-X. Instructions to Item 12(d). 1. You may incorporate by reference into the effective registration statement the information required by paragraph (d) of Item 12. If you incorporate it, you must deliver it together with the prospectus. 2. Foreign registrants: You should read Rules 4-01(a)(2) and 10-01 of Regulation S-X. (e) Material changes. Describe any material change in the registrant's affairs that: (1) has occurred since the end of the fiscal year covered by the annual report delivered pursuant to this Item; and (2) the registrant has not described in an Exchange Act report delivered together with the prospectus in accordance with this Item. Instructions to Item 12. 1. The registrant must deliver information required by this Item with the first prospectus it delivers. It need not deliver that information with any subsequent prospectus sent to the same person. 2. Any reports the registrant delivers together with the prospectus pursuant to this Item must be delivered without charge to the investor. 3. Small business issuers. Small business issuers may provide the information required by Item 11 of Form SB-2, instead of the information required by this Item. Item 13. Incorporation of Certain Information by Reference for Seasoned Form A Companies. If the registrant provides information in accordance with Item 12 of this Form: (a) it must incorporate by reference into the prospectus that is part of the effective registration statement: (1) its latest annual report filed in accordance with Section 13(a) or 15(d) of the Exchange Act that contains audited financial statements; (2) any reports it filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of that fiscal year covered by its annual report incorporated in this Form. Instructions to Item 13(a). 1. List in the prospectus that is part of the effective registration statement all documents filed prior to effectiveness that are incorporated by reference. 2. You should read Rule 439 regarding consent to the use of material incorporated by reference. (b) You must set forth the following undertakings in the prospectus: (1) that you will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any information that has been incorporated by reference in the prospectus but not delivered with the prospectus; (2) that you will provide this information upon written or oral request; (3) that you will provide this information at no cost to the requester; (4) that you will send a copy of that information within one business day of any request for that information; (5) that you will send those incorporated documents in a manner that should result in delivery within three business days; and (6) that the name, address and telephone number to which the request for this information must be made is: [fill in information]. Instructions to Item 13(b). 1. The undertakings cover all documents incorporated by reference through the date of responding to the request. 2. If you send any of the information that is incorporated by reference in the prospectus to security holders, you also must send any exhibits that are specifically incorporated by reference in that information. (c) In the prospectus, you must: (1) identify the reports and other information that you file with the Commission; (2) state that the public: (i) may read and copy materials you file with the Commission at the Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549; and (ii) may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330; and (3) if you are an electronic filer, state that the Commission maintains an Internet web site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission and state the address of that site (http://www.sec.gov). You are encouraged to give your Internet web site address, if available. Item 14. Information Required for All Other Companies. Any registrant that does not provide information in accordance with Items 12 and 13 must provide the following information: (a) Description of Business. (1) U.S. registrants: Item 101 of Regulation S-K. (2) Foreign registrants: Item 1 of Form 20-F. (b) Description of Property. (1) U.S. registrants: Item 102 of Regulation S-K. (2) Foreign registrants: Item 2 of Form 20-F. (3) If the registrant is a real estate entity as defined in Item 1101 of Regulation S-K, provide the information required by Items 1105, 1106 and 1107 of Regulation S-K in lieu of the information required by paragraph (b)(i) or (b)(ii) of this Item. (c) Legal Proceedings. (1) U.S. registrants: Item 103 of Regulation S-K. (2) Foreign registrants: Item 3 of Form 20-F. (d) Market Information. (1) U.S. registrants: If the registrant is offering common equity securities, Item 201 of Regulation S-K. (2) Foreign registrants: Item 5 of Form 20-F. (e) Financial Statements. (1) U.S. registrants: (i) financial statements meeting the requirements of Regulation S-X and any information required by Rule 3-05 and Article 11 of Regulation S-X; (ii) restated financial statements prepared in accordance with or reconciled to U.S. GAAP and Regulation S-X where: (A) after the end of its most recent fiscal year, the registrant consummated one or more business combinations accounted for by the pooling of interest method of accounting; and (B) the acquired businesses, considered in the aggregate, are significant pursuant to Rule 11-01(b) or Regulation S-X; (iii) restated financial statements prepared in accordance with or reconciled to U.S. GAAP and Regulation S-X, if a change in accounting principles or correction of an error required a material retroactive restatement of financial statements; and (iv) any financial information required because of a material disposition of assets outside the normal course of business. See Item 2 of Form 8-K and Instruction 3 to Rule 11-02(b) of Regulation S-X. (2) Foreign registrants: Item 18 of Form 20-F except if you may comply with Item 17 of Form 20-F pursuant to General Instruction VI. Instructions to Item 14(e). 1. File schedules required by Regulation S-X as "Financial Statement Schedules" pursuant to Item 20 of this Form. 2. Foreign registrants: Your financial statements must comply with Rule 3-19 of Regulation S-X. See also Rules 4-01(a)(2) and 10-01 of Regulation S-X. (f) Exchange Controls. (i) U.S. registrants: Not applicable. (ii) Foreign registrants: Item 6 of Form 20-F. (g) Taxation. (i) U.S. registrants: Not applicable. (ii) Foreign registrants: Item 7 of Form 20-F. (h) Selected Financial Data. (i) U.S. registrants: Item 301 of Regulation S-K. (ii) Foreign registrants: Item 8 of Form 20-F. (i) Supplementary Financial Information. (i) U.S. registrants: Item 302 of Regulation S-K. (ii) Foreign registrants: Not applicable. (j) Management's Discussion and Analysis. (i) U.S. registrants: Item 303 of Regulation S-K. (ii) Foreign registrants: Item 9 of Form 20-F. (k) Changes In and Disagreements With Accountants. (i) U.S. registrants: Item 304 of Regulation S-K. (ii) Foreign registrants: Not applicable. (l) Quantitative and Qualitative Disclosures of Market Risk. (i) U.S. registrants: Item 305 of Regulation S-K. (ii) Foreign registrants: Item 9A of Form 20-F. (m) Directors and Executive Officers. (i) U.S. registrants: Item 401 of Regulation S-K. (ii) Foreign registrants: Item 10 of Form 20-F. (n) Executive and Officer Compensation. (i) U.S. registrants: Item 402 of Regulation S-K. (ii) Foreign registrants: Item 11 of Form 20-F. (o) Control of Registrant. (i) U.S. registrant: Item 403 of Regulation S-K. (ii) Foreign registrant: Item 4 of Form 20-F. (p) Options Issued by Registrant. (i) U.S. registrants: Not applicable. (ii) Foreign registrants: Item 12 of Form 20-F. (q) Interest of Management in Certain Transactions. (i) U.S. registrant: Item 404 of Regulation S-K. (ii) Foreign registrant: Item 13 of Form 20-F. Item 15. Disclosure of Commission Position on Indemnification for Securities Act Liabilities. Provide the information required by Item 510 of Regulation S-K. PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS Item 16. Other Expenses of Issuance and Distribution. Provide the information required by Item 511 of Regulation S-K. Item 17. Indemnification of Directors and Officers. Provide the information required by Item 702 of Regulation S-K. Item 18. Recent Sales of Unregistered Securities. Provide the information required by Item 701 of Regulation S-K, unless incorporated by reference. - 324 - Item 19. Sales to Special Parties. If the registrant is a real estate entity as defined in Item 1101 of Regulation S-K, provide the information required by Item 1113 of Regulation S-K. Item 20. Exhibits. (a) Provide the information required by Item 601 of Regulation S-K. (b) Provide the financial statement schedules required by Regulation S-X and Items 11 or 13 of this Form. List each schedule according to the number assigned to it in Regulation S-X. Item 21. Undertakings. Provide the information required by Item 512 of Regulation S-K. SIGNATURES The registrant certifies that it has duly caused and authorized the undersigned to sign this registration statement on its behalf. The undersigned certifies that he/she has read this registration statement and to his/her knowledge the registration statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (Registrant).......................................... By (Signature and Title).......................................... Date..................... The following persons certify that they have read this registration statement and to their knowledge the registration statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The following persons also certify that they are signing below on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title).......................................... Date..................... By (Signature and Title).......................................... Date..................... Signature Instructions. 1. The following persons, or persons performing similar functions, must sign the registration statement: (a) the registrant; (b) its principal executive officer or officers; (c) its principal financial officer; (d) its controller or principal accounting officer; and (e) at least the majority of its board of directors. 2. Where the registrant is a foreign issuer, its authorized representative in the United States also must sign the registration statement. 3. Where the registrant is a limited partnership, its general partner must sign. Where the general partner is a corporation, the majority of the board of directors of the corporate general partner must sign the registration statement. 4. Type or print the name and title of each person who signs the registration statement beneath the person's signature. Any person who occupies more than one of the specified positions must indicate each capacity in which that person signs the registration statement. See Securities Act Rule 402 concerning manual signatures and Item 601 of Regulation S-K concerning signatures pursuant to powers of attorney. 91. By adding § 239.5 and Form B to read as follows: § 239.5 Form B, for registration under the Securities Act of 1933 of certain offerings, and optional concurrent registration under the Securities Exchange Act of 1934. (a) A registrant may use this Form for registration of securities offerings under the Securities Act of 1933 (15 U.S.C. 77a et. seq.) ("Securities Act") if: (1) It is not a foreign government as defined in § 230.405 of this chapter; (2) It meets all of the requirements of General Instruction I.B. of this Form, unless otherwise specified in General Instruction I.C.; (3) The offering is one of those described in General Instruction I.C. of this Form and is not a roll-up transaction as defined in Item 901(c) of Regulation S-K (§ 229.901(c) of this chapter); and (4) Form C (§ 230.6 of this chapter) is not authorized for registration of the offering. (b) A registrant also may use this Form to register concurrently under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 ("Exchange Act"). It may register under the Exchange Act any class of securities that are the subject of the offering it is registering under the Securities Act. To register, the registrant must check the appropriate box(es) on the cover page of this Form and identify which class(es) of securities it is registering under Section 12(b) or 12(g) of the Exchange Act. Note: The text of Form B will not appear in the Code of Federal Regulations. U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM B REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [AND OPTIONAL REGISTRATION PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934] _________________________________________________________ (Exact name of Registrant as specified in its charter) ________________________________________________________________ (Translation of Registrant's name into English, if applicable) _______________________________________________________________ (State or other jurisdiction of incorporation or organization) ______________________________________________ (I.R.S. Employer Identification Number) - 325 - ________________________________________________________________________ (Address and telephone number of Registrant's principal executive offices) ________________________________________________________________________ (Name, address and telephone number of Registrant's agent for service) _________________________________________________________________________ (Web Site Address, if any) _________________________________________________________________________(E- mail Address, if any) * * * * * Approximate date of commencement of sales __________________________ If you are a foreign private issuer as defined in Securities Act Rule 405, check the following box. [ ] If you are not a foreign private issuer as defined in Securities Act Rule 405, check the following box. [ ] If any of the securities being registered on this Form are to be offered pursuant to Securities Act Rule 415, check the following box. [ ] ______ If you are using this Form to register concurrently under Section 12(b) or 12(g) Exchange Act any class of securities that are the subject of the offering you are registering under the Securities Act, check the appropriate box and provide the information indicated below: [ ] Securities being registered pursuant to Exchange Act Section 12(b): Title of each class: Name of exchange on which listed: _______________________________ _______________________________ _______________________________ _______________________________ This Section 12(b) registration will become effective upon the later of (1) effectiveness of this Form B; or (2) receipt by the Commission of certification from the national securities exchange listed above. - 326 - [ ] Securities being registered pursuant to Exchange Act Section 12(g): Title of each class: Name of market on which quoted: _______________________________ _______________________________ _______________________________ _______________________________ Section 12(g) registration statements become effective automatically 60 days after filing. You may check box 1 or 2, below, to shorten this time period. Also, you may check box 3, below, to preserve your option to shorten this time period. If you check box 3 and do not file a later amendment, the registration of the class of securities listed above will become effective 60 days after filing of this Form B. We propose that this filing become effective (check appropriate box): 1. [ ] upon filing with the Commission. By checking this box, the undersigned are certifying compliance with the delivery requirements of Securities Act Rule 172(a) in connection with the offering. In addition, in checking this box, any underwriter in connection with the offering also is requesting that the registration statement become effective upon filing. 2. [ ] on (date) at (time) . By checking this box, the undersigned are certifying compliance with the delivery requirements of Securities Act Rule 172(a) in connection with the offering. In addition, in checking this box, any underwriter in connection with the offering also is requesting that the registration statement become effective upon the date and time designated. 3. [ ] as specified in a later amendment to this Form. CALCULATION OF REGISTRATION FEE ----------------------------------------------------------------- Proposed Proposed Title of maximum maximum each offering aggregate Amount of class of Amount to price per offering registration securities be unit price fee to be registered registered Notes to the Fee Table: 1. Set forth any explanatory details relating to the fee table in footnotes to the table. 2. If the basis for calculating the fee is not evident from the information presented in this table, refer to the applicable provisions of Securities Act Rule 457 in a footnote. 3. If the fee is calculated under Rule 457(o), the "Amount to be registered" and the "Proposed maximum offering price per unit" need not appear in this table. 4. If any of the securities registered are not sold in connection with this offering, the registrant (or a qualifying wholly-owned subsidiary) may use the dollar amount of the fee paid with respect to the unsold securities to offset the total fee due on its subsequent registration statement. See Rule 457(p). When offsetting any part of the fee under Rule 457(p), the registrant must state the dollar amount being offset in a footnote to the fee table and must identify the file number of the registration statement and the amount and class of securities in connection with which the offsetting fee was previously paid. Use of Rule 457(p) to offset any fee automatically deregisters the securities in connection with which the fee was previously paid. 5. Where two or more classes of securities are being registered pursuant to General Instruction I.C.1., I.C.2. or I.C.4. on a delayed or continuous basis pursuant to Securities Act Rule 415(a)(1)(x) and Rule 457(o), the registrant need only specify the "Proposed maximum aggregate offering price" and the "Amount of registration fee" for all classes listed in the fee table as a group, not for each individual class. The registrant must, however, list each of the classes of securities under the "Title of each class of securities to be registered" section of the fee table. GENERAL INSTRUCTIONS I. Eligibility Requirements for Form B. A. General Requirement. 1. A registrant may use this Form for registration of securities offerings under the Securities Act of 1933 if: (a) it is not a foreign government as defined in Securities Act Rule 405; (b) it meets all of the requirements of General Instruction I.B., unless otherwise specified in General Instruction I.C.; (c) the offering is one of those described in General Instruction I.C. and is not a roll-up transaction as defined in Item 901(c) of Regulation S-K; and (d) Form C is not authorized for registration of the offering. 2. A registrant also may use this Form to register concurrently under Section 12(b) or 12(g) of the Exchange Act. It may register under the Exchange Act any class of securities that are the subject of the offering it is registering under the Securities Act. To register, the registrant must check the appropriate box(es) on the cover page of this Form and identify which class(es) of securities it is registering under Section 12(b) or 12(g). B. Eligible Registrants. 1. The registrant: (a) has a class of securities registered pursuant to Section 12(b) or 12(g) of the Exchange Act; or (b) is required to file reports pursuant to Section 15(d) of the Exchange Act. 2. For a period of at least 12 full calendar months and any portion of a month immediately preceding the date of filing this Form, the registrant: (a) has been subject to the requirements of Section 12 or 15(d) of the Exchange Act; (b) has filed all the material it was required to file pursuant to Sections 13, 14 and 15(d) of the Exchange Act; (c) has filed in a timely manner all materials it was required to file pursuant to Sections 13, 14 and 15(d) of the Exchange Act. Note to General Instruction I.B.2.(c): If a registrant filed a Form 12b-25 to delay filing any report (or a portion of a report) during that time period, it must have filed the related report (or portion) within the time prescribed by Exchange Act Rule 12b-25; 3. The registrant filed at least one annual report on Form 10-K or Form 20-F prior to the date of filing this Form; 4. Prior to the date of filing this Form, the registrant registered an offering of securities under the Securities Act other than on a Form B, Form F-7, Form F-8, Form F-9, Form F-10, Form F-80 or on any form that became effective upon filing. A registrant need not satisfy this requirement, however, if it became a publicly held entity through an unregistered spin-off transaction whereby its parent company distributed equity shares of the registrant on a pro rata basis to the parent's shareholders; 5. Successor Registrants. We will deem a successor registrant to have satisfied the eligibility requirements of General Instruction I.B.2, I.B.3. and I.B.4. of this Form if it satisfies either of the following requirements: (a)(1) taken together, the registrant and its predecessor(s) meet the eligibility requirements in General Instructions I.B.2, I.B.3. and I.B.4.; (2) the primary purpose of the succession was to change the state or other jurisdiction of incorporation of the predecessor(s) or to form a holding company for the predecessor(s); and (3) the assets and liabilities of the successor at the time of succession were substantially the same as those of the predecessor(s); or (b) the predecessor met the eligibility requirements of General Instructions I.B.2, I.B.3. and I.B.4. at the time of succession and the registrant has continued to meet them since the succession. 6. Disqualifications. None of the following is true: (a) within two years before the date of filing this Form, the registrant was a development stage company that either: (1) had no specific business plan or purpose; or (2) indicated that its business plan was to engage in a merger or acquisition with an unidentified entity or entities; (b) within two years before the date of filing this Form, the registrant was a shell entity having few or no assets, earnings or operations; (c) the registrant is registering an offering of "penny stock" as defined in Exchange Act Rule 3a51-1 or has issued penny stock in the two years prior to the date of filing this Form; (d) the registrant or any of its subsidiaries has, since the end of the last fiscal year for which the registrant included certified financial statements in an Exchange Act report: (1) failed to pay any dividend or sinking fund installment on preferred stock; (2) caused any material delinquency with respect to preferred stock that was not cured within 30 days; or (3) defaulted on any payment of principal, interest, a sinking fund installment, a purchase fund installment or any other installment on indebtedness, or defaulted on any rental on a long-term lease, if such debt and lease defaults in the aggregate are material; (e) the independent accountant that examined the registrant's financial statements for the most recent fiscal year expressed in its report substantial doubt about the registrant's ability to continue as a going concern; (f) within three years before the date of filing, a petition under the federal bankruptcy laws or any state insolvency law was filed by or against the registrant, or a court appointed a receiver, fiscal agent or similar officer with respect to the business or property of the registrant. If true, however, this would not disqualify the registrant if it has filed an annual report with audited financial statements subsequent to its emergence from that bankruptcy, insolvency or receivership process; (g) within five years before the date of filing, the registrant, any executive officer, director or general partner of the registrant or person nominated to any of those positions, or underwriter was convicted of any felony or misdemeanor described in clauses (i) through (iv) of Section 15(b)(4)(B) of the Exchange Act; (h) within five years before the date of filing, the registrant, any executive officer, director or general partner of the registrant or person nominated to any of those positions, or underwriter was made the subject of a judicial or administrative decree or order arising out of a governmental action that: (1) prohibits future violations of any antifraud provision of the securities laws or Section 5 of the Securities Act; (2) requires that the registrant, any executive officer, director or general partner of the registrant or person nominated any of those positions, or underwriter cease and desist from violating any antifraud provision of the securities laws or from violating Section 5 of the Securities Act; or (3) determines that the registrant, any executive officer, director or general partner of the registrant or person nominated to any of those positions, or underwriter violated any antifraud provision of the securities laws or Section 5 of the Securities Act; and (i) the registrant would incorporate by reference into its Form B registration statement a report under the Exchange Act that: (1) the Commission, after review, requested that the registrant amend in accordance with its comments; and (2) either the registrant did not amend the report or, in the Commission's judgment, did not amend the report in accordance with the Commission's comments; and (j) the registrant is a "small business issuer," as defined in § 230.405, that provided the "Information Required in Annual Report of Transitional Small Business Issuers" in its most recent annual report on Form 10-KSB. 7. MJDS Filers. A registrant shall be ineligible to use Form B if the most recent annual report it filed pursuant to Section 13 or 15(d) of the Exchange Act was on Form 40-F. C. Eligible Offerings. 1. Offerings by Well-Followed Issuers. An offering of securities of a registrant that satisfies all of the registrant requirements in General Instruction I.B. is eligible where either the registrant's public float is $75 million or more and the average daily trading volume value of its equity securities is $1 million or more, or the registrant's public float is $250 million or more. For purposes of this Instruction: (a) "affiliate" has the meaning set forth in Securities Act Rule 144(a)(1); (b) "average daily trading volume" means the average daily trading volume on U.S. markets during the three full calendar months, or any 90 consecutive calendar days ending within 10 calendar days, immediately preceding the filing of the registration statement; (c) "common equity" has the meaning set forth in Securities Act Rule 405; and (d) "public float" means the aggregate market value of the registrant's outstanding voting and non-voting common equity securities held by persons other than affiliates of the registrant, as of the end of the registrant's last fiscal quarter. The aggregate market value of the registrant's outstanding voting and non-voting common equity shall be computed by use of the price at which the common equity was last sold before the end of the last fiscal quarter, or the average of the bid and asked prices in the principal market for such common equity, as of the last reported date before the end of the last fiscal quarter. 2. Offerings Made Solely to QIBs. An offering of securities of a registrant that satisfies the registrant requirements in General Instruction I.B. is eligible where the securities are offered and sold only to persons that the seller, and any person acting on behalf of the seller, reasonably believe are qualified institutional buyers. Note to General Instruction I.C.2.: For purposes of this Instruction, "qualified institutional buyer" shall have the meaning set forth in Securities Act Rule 144A(a)(1) except that it shall not include dealers as defined in Section 2(a)(12) of the Act or investment advisers as defined in Section 202(a)(11) of the Investment Advisers Act of 1940. Rules 144A(a)(2) - (a)(5) shall apply to this Instruction. In determining whether an investor is a qualified institutional buyer, the registrant and any person acting on behalf of the registrant may rely on the non-exclusive methods set forth in Rule 144A(d)(1)(i) - (iv). 3. Offerings to Certain Existing Shareholders. An offering by a registrant that satisfies all of the registrant requirements in General Instruction I.B. is eligible where the securities are offered and sold solely to existing security holders as follows: (a) Rights Offerings. Securities of the registrant to be offered upon the exercise of outstanding rights granted by the registrant pro rata to all its existing security holders of the class to which the rights attach; (b) DRIPS. Securities offered pursuant to a dividend or interest reinvestment plan, as defined in Securities Act Rule 405, provided that: (1) with respect to a dividend reinvestment plan, securities will be offered only while the registrant has not discontinued dividend payments on the securities held, and with respect to an interest reinvestment plan, securities will be offered only while the registrant has not discontinued payment of interest on the securities held; (2) the plan offering being registered on this Form represents no more than 15% of its public float (as defined in General Instruction I.C.1.(d)) when aggregated with the dollar amount of securities registered on this Form B by the registrant for offerings to its existing shareholders within the 12 months before the start of and during the offering on this Form. For purposes of determining the amount of 15% of the registrant's public float, the registrant should use the amount of public float reported on its most recently filed Form 10-K; (3) the plan offering being registered on this Form is extended only to existing shareholders of the registrant that have held securities of the registrant continuously for at least a two-month period prior to becoming a participant; and (4) the proposed aggregate purchase of securities by an existing shareholder and its affiliates in the offering registered on this Form and any other Form B offerings to existing shareholders made by the issuer during the preceding 12- month period, does not exceed the greater of: (i) $10,000; or (ii) whichever of the following amounts is smaller: (A) 100% of the aggregate value of the same class(es) of the issuer's securities owned by the existing shareholder and its affiliates at the start of the 12-month period; or (B) 5% of the total dollar amount of securities in the offering. (c) Common Stock Holders. Offerings of the registrant's common stock solely to the registrant's existing common stock holders, without regard to whether pursuant to an ongoing plan, provided that: (1) the offering being registered on this Form represents no more than 15% of the registrant's public float (as defined in General Instruction I.C.1.(d)) when aggregated with the dollar amount of securities registered by the registrant on Form B for offerings to its existing shareholders within the last 12 months before the start of and during the offering on this Form. For purposes of determining the amount of 15% of the registrant's public float, the registrant should use the amount of public float reported on its most recently filed Form 10-K; (2) the offering is extended only to existing shareholders of the registrant that have held its common stock continuously for at least a two-month period prior to being offered the securities; and (3) the proposed aggregate purchase of securities by an existing shareholder and its affiliates in the offering registered on this Form and any other Form B offerings to existing shareholders made by the issuer during the preceding 12- month period, does not exceed the greater of: (i) $10,000; or (ii) whichever of the following amounts is smaller: (A) 100% of the aggregate value of the same class(es) of the issuer's securities owned by the existing shareholder and its affiliates at the start of the 12-month period; or (B) 5% of the total dollar amount of securities in the offering. (d) Options Holders. Securities of the registrant issued upon the exercise of its outstanding transferable options; (e) Holders of Convertible Securities. Securities of the registrant issued upon conversion of its outstanding convertible securities; and (f) Warrants Holders. Securities of the registrant issued upon the exercise of its outstanding transferable warrants. (g) Standby Underwriting Agreements. No portion of any offering registered pursuant to this paragraph 3. may be offered pursuant to a standby underwriting agreement, or similar arrangement, in the United States. 4. Offerings of Non-Convertible Investment Grade Securities. (a) An offering of non-convertible investment grade securities of a registrant that satisfies the registrant requirements in General Instruction I.B. is eligible where the securities offered are, at the time of sale, investment grade securities. (b) For purposes of this Form, a security is "investment grade" if, at the time of sale: (1) it is rated by at least one nationally recognized statistical rating organization ("NRSRO") (as that term is used in Exchange Act Rule 15c3-1(c)(2)(vi)(F)) in one of the generic rating categories that signify investment grade; and - 327 - (2) no other NRSRO rating the security has placed it in a category that does not signify investment grade. 5. Offerings by Majority-Owned Subsidiaries. If a registrant is a majority-owned subsidiary, it may register offerings of its non-convertible securities on this Form notwithstanding the fact that it does not satisfy a registrant eligibility requirement in General Instruction I.B.1., I.B.2., I.B.3. or I.B.4., or the public float/ADTV test in General Instruction I.C.1. if: (a) its parent satisfies all registrant eligibility requirements in General Instruction I.B. and the public float/ADTV test in General Instruction I.C.1.; (b) the offering satisfies the applicable transaction requirement; and (c) its parent fully and unconditionally guarantees the payment obligations on the securities being offered in the registered transaction. Note to General Instruction I.C.5. The parent must concurrently register its offering of the guarantee and may register that on the same registration statement used for the offering of the guaranteed securities. Rule 3-10 of Regulation S-X specifies the financial statements of the guarantor and its affiliates that are required. 6. Market-Making Transactions. An offering by a registrant that satisfies the registrant requirements in General Instruction I.B.1. and I.B.6. is eligible if: (a) it registers transactions of a broker-dealer that is an affiliate of the issuer; (b) the broker-dealer engages in the transactions solely in its ordinary capacity as a market maker as defined in Exchange Act Section 3a-38; and (c) the transactions involve outstanding securities of the issuer that the broker-dealer has not acquired directly from the issuer or an affiliate of the issuer or indirectly by arrangement with the issuer or an affiliate of the issuer. II. Securities Act Rules and Regulations. A. You should read Securities Act Rule 172. That rule describes prospectus delivery obligations that may be applicable to offerings registered on this Form. B. You should read the other rules and regulations under the Securities Act (Part 230 of Title 17 of the Code of Federal Regulations), particularly Regulation C. That Regulation contains general requirements regarding the preparation and filing of registration statements. C. You should read Rules 101, 201 and 202 of Regulation S-T. Those rules require registrants subject to the electronic filing requirements to make all applicable filings through the Commission's EDGAR system. Those rules also provide that failure to submit a required electronic filing will result in ineligibility to use this Form and restrictions on use of incorporation by reference until the required electronic filing has been made. III. Offering Materials. A. You should read Securities Act Rule 166. That rule permits an eligible registrant to make offers prior to filing a Form B registration statement. If you use a prospectus to make offers in reliance on that rule in the offering period, you must file that prospectus when required to do so by Securities Act Rule 425. B. You should read Securities Act Rule 165. That rule permits a Form B registrant and those acting on its behalf to use "free writing" offering materials that do not meet the requirements of Section 10 of the Securities Act. If you use a prospectus in reliance on that Rule, you must file it when required to do so by Securities Act Rule 425. IV. Foreign Issuer Financial Statements. A. A foreign issuer must reconcile its financial statements included in or incorporated into this registration statement. It must reconcile them to Item 18 of Form 20-F, except as otherwise permitted in paragraph B of this General Instruction. B. A foreign issuer need only reconcile its financial statements to Item 17 of Form 20-F if: 1. an offering of the registrant's non-convertible investment grade securities is being registered. See General Instruction I.C.4. for the definition of "investment grade" securities; 2. an offering of the registrant's securities upon the exercise of outstanding rights that it granted pro rata to all existing security holders of the class of securities to which the rights attach is being registered; 3. an offering of the registrant's securities pursuant to a dividend or interest reinvestment plan is being registered; 4. an offering of the registrant's securities upon the conversion of outstanding convertible securities that it (or its affiliate) issued is being registered; or 5. an offering of the registrant's securities upon the exercise of outstanding transferrable warrants that it (or its affiliate) issued is being registered. C. Notwithstanding paragraphs B.2., B.3., B.4. and B.5. of this General Instruction, if securities are to be offered or sold in a standby underwriting in the United States or by similar arrangement, the registrant must reconcile to Item 18 of Form 20-F. V. Requests for Confidential Treatment. All registration statements on this Form become public upon filing. Registration statements filed on this Form are not reviewed by the Commission staff prior to the effective date. Confidential treatment requests with respect to information that the registrant is required to file in this Form may, however, be reviewed by the staff. As a result, when the issuer plans to have the Form become effective upon filing or fewer than 20 days thereafter, it must furnish to the staff in advance of filing, any request it wishes to make for confidential treatment of information relating to the Form. See Securities Act Rule 406. The Commission must act on that request before this Form becomes effective. VI. Concurrent Registration of Securities under the Exchange Act. A. Registration on this Form of a class of securities under Exchange Act Section 12(b) shall become effective upon the later of: 1. receipt by the Commission of certification from the national securities exchange listed on the cover of this Form that the securities have been approved for listing; or 2. effectiveness of this registration statement. B. Registration on this Form of a class of securities under Exchange Act Section 12(g) shall become effective automatically upon the earlier of (1) 60 days after the initial filing of this registration statement; or (2) the effectiveness of this registration statement. C. If the registrant is required to file an annual report under Exchange Act Section 15(d) for its last fiscal year, it must file that annual report within the time period specified in the appropriate annual report form even if the Exchange Act registration becomes effective before the annual report is due. D. The registrant must file at least one complete, signed copy of the registration statement with each exchange or market identified on the cover of this Form. INFORMATION REQUIRED IN THE PROSPECTUS THAT IS PART OF THE EFFECTIVE REGISTRATION STATEMENT 1. Offering Information. (a) Disclose the following information, all of which constitutes the "offering information" for purposes of this Form: (1) the amount of securities being offered; (2) material changes in the issuer's affairs since the end of the latest fiscal year that are not reflected in incorporated Exchange Act reports; (3) the information required by Item 504 of Regulation S-K regarding use of proceeds; (4) the information required by Item 507 of Regulation S-K regarding who is selling the securities; (5) material information about the terms of the securities offered as required by Item 202 of Regulation S-K, unless capital stock is to be registered and securities of the same class are registered pursuant to Section 12 of the Exchange Act; (6) information about the risks of the offering of the type described in Item 503 of Regulation S-K; (7) information about the underwriter's discounts and commissions required by Item 501(b)(3) of Regulation S-K; and (8) all information regarding the transaction that is material, which may include where applicable, but is not limited to: (i) information about dilution of the type described in Item 506 of Regulation S-K; (ii) information about the determination of the offering price of the type described in Item 505 of Regulation S-K; (iii) information about the plan of distribution of the type described in Item 508 of Regulation S-K; (iv) ratio of earnings to fixed charges as described in Item 503 of Regulation S-K. (b) You must include any offering information disclosed by or on behalf of the issuer during the offering period, other than information communicated orally. (c) You may include offering information communicated orally. You may not include offering information that has not been disclosed by or on behalf of the issuer during the offering period. (d) For purposes of this Form, "offering period" means the period beginning 15 days in advance of the first offer made in connection with the offering and ending when the offering is completed. 2. Incorporation of Previously Filed Information. State that you are incorporating by reference into the prospectus that is part of the effective registration statement the following documents, and list them: (a) your latest annual report filed in accordance with Section 13(a) or 15(d) of the Exchange Act that contains audited financial statements; and (b) any reports you filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report you incorporate in this Form; 3. Incorporation of Subsequently Filed Information. (a) Subject to paragraph (b) of this instruction, state that all documents you subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the offering period are deemed to be incorporated by reference into the prospectus that is part of the effective registration statement as of the date you file those documents. (b) You may incorporate Exchange Act documents filed after the time of delivery in accordance with Securities Act Rule 172 only if you otherwise disclosed to investors the information contained in those documents prior to or at the same time as you delivered. (c) You may not incorporate Exchange Act documents filed after the end of the offering period. For offerings done as part of a delayed shelf under Securities Act Rule 415(a)(1)(x), each takedown will be treated as having its own offering period. In each takedown post-effective amendment on this Form you must state that you are incorporating the documents required by paragraph 2.(a) of this instruction and list them. (d) Securities Act Rule 424 is not available in connection with offerings registered on this Form. Material changes in disclosure must be reflected in pre-effective amendments, in post-effective amendments that the registrant may choose to designate as effective upon filing, or in Exchange Act documents where permitted to be incorporated by reference. 4. Financial statements. (a) Foreign registrants: If the financial statements you incorporate by reference in accordance with paragraph 2 of this instruction of the Form are not sufficiently current to comply with Rule 3-19 of Regulation S-X, you must provide financial statements necessary to comply with that Rule. You must through one of the following means: (1) include that information in the prospectus; or (2) include that information in an amended or a new Exchange Act report, disclose in the prospectus that you have done so, incorporate that report by reference into the effective registration statement, and deliver it together with the prospectus. (b) Other financial information. Include the following information in the prospectus unless incorporated by reference: (1) financial information required by Rule 3-05 and Article 11 of Regulation S-X with respect to transactions other than the one being registered; (2) restated financial statements prepared in accordance with or reconciled to U.S. GAAP and Regulation S-X where: (i) after the end of its most recent fiscal year, the registrant consummated one or more business combinations accounted for by the pooling of interest method of accounting; and (ii) the acquired businesses, considered in the aggregate, are significant pursuant to Rule 11-01(b) of Regulation S-X; (3) restated financial statements prepared in accordance with or reconciled to U.S. GAAP and Regulation S-X, if a change in accounting principles or correction of an error required a material retroactive restatement of financial statements; or (4) any financial information required because of a material disposition of assets outside the normal course of business. Instruction to paragraph 4. 1. Foreign registrants: You should read Rules 4-01(a)(2) and 10-01 of Regulation S-X. 2. Small business issuers: You must provide the financial information specified in paragraph 4(b) if required by Item 310 of Regulation S-B. 5. Securities Term Sheet. File as part of the prospectus in the effective registration statement the term sheet prospectus that must be delivered to investors under Securities Act Rule 172(a)(2). That term sheet need contain only: (a) an itemization of the material terms of the securities in summary format; (b) the name of any person, other than the issuer, for whose account securities are offered and a brief identification of any material relationship such person has (or had within the past three years) with the issuer or any affiliate of the issuer; (c) the identity and location of a contact person to whom questions may be directed; and (d) the identity and location of a person to whom requests for documents defining the terms of the securities, which shall be sent promptly upon request, may be made. 6. Material Changes Term Sheet. File as part of the prospectus in the effective registration statement any document describing material changes that must be delivered to investors under Securities Act Rule 172(e). 7. Undertakings. Set forth the following undertakings in the prospectus: (a) that you will provide to each investor, including any beneficial owner, a copy of any information that has been incorporated by reference in the prospectus but not delivered, as follows: (i) upon written or oral request; (ii) at no cost to the requester; (b) that you will send that incorporated information within one business day of any request for it; (c) that you will send that incorporated information in a manner that should result in delivery within three business days; and (d) that the name, address, and telephone number to which the request for that information must be made is: [ fill in information ]. Notes to Paragraph 6. (1) This undertaking covers all documents incorporated by reference through the date of responding to the request. (2) If you send any of the information that is incorporated by reference in the prospectus to investors, you must also send any exhibits that are specifically incorporated by reference in that information. 8. Aftermarket Delivery. Include the legend required by Item 502(b) of Regulation S-K. INFORMATION NOT REQUIRED IN THE PROSPECTUS THAT IS PART OF THE EFFECTIVE REGISTRATION STATEMENT 1. Exhibits. Provide the exhibits required by Item 601 of Regulation S-K. 2. Undertakings. (a) Include the undertakings required by Item 512 of Regulation S-K. (b) Aftermarket delivery period. If not contained in the prospectus that is part of the effective registration statement, undertake that you will file a post-effective amendment to insert the date the aftermarket delivery period ends in the legend required by Item 502(b) of Regulation S-K. OTHER OFFERING MATERIALS In addition to the offering information filed in the prospectus that is part of the effective registration statement, the registrant, any underwriter, any participating dealer or anyone acting on behalf of any of them may use free writing materials. "Free writing" materials for purposes of this Form consist of all information disclosed by or on behalf of the issuer during the offering period, other than offering information, factual business communications as defined in Securities Act Rule 169 or information disclosed orally. You must file free writing materials by the time of first sale. Securities Act Rule 425 describes the procedures for filing those offering materials with the Commission. SIGNATURES The registrant hereby certifies that it meets all of the requirements for filing on Form B. The registrant also certifies that it has duly caused and authorized the undersigned to sign this registration statement on its behalf. The undersigned certifies that he/she has read this registration statement and to his/her knowledge the registration statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (Registrant).......................................... By (Signature and Title).......................................... Date..................... The following persons certify that they have read this registration statement and to their knowledge the registration statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The following persons also certify that they are signing below on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title).......................................... Date..................... By (Signature and Title).......................................... Date..................... Signature Instructions. 1. The following persons, or persons performing similar functions, must sign the registration statement: (a) the registrant; (b) its principal executive officer or officers; (c) its principal financial officer; (d) its controller or principal accounting officer; and (e) at least the majority of its board of directors. 2. Where the registrant is a foreign issuer, its authorized representative in the United States also must sign the registration statement. 3. Where the registrant is a limited partnership, its general partner must sign. Where the general partner is a corporation, the majority of the board of directors of the corporate general partner must sign the registration statement. 4. Type or print the name and title of each person who signs the registration statement beneath the person's signature. Any person who occupies more than one of the specified positions must indicate each capacity in which that person signs the registration statement. See Securities Act Rule 402 concerning manual signatures and Item 601 of Regulation S-K concerning signatures pursuant to powers of attorney. 5. Where eligibility for use of the Form is based on the assignment of a security rating, the registrant may sign the registration statement notwithstanding the fact that the security rating has not been assigned by the filing date, provided that the registrant reasonably believes, and so states in the registration statement, that the security rating requirement will be met by the time of sale. 6. Rule 415(a)(1)(x) offerings. (a) All persons who sign this registration statement will be deemed by doing so to grant an authorized representative of the registrant the power to sign any post-effective amendment to the registration statement on their behalf if: (i) the registration statement relates to an offering pursuant to Rule 415(a)(1)(x); (ii) a power of attorney has not been granted by the person in connection with signatures of post-effective amendments; and (iii) the post-effective amendment does not provide otherwise. (b) If, at the time of filing a post-effective amendment, any person who signed the effective registration statement no longer acts in the capacity in which he or she signed it, the person who currently acts in that capacity must sign the post-effective amendment. - 328 - 92. By adding § 239.6 and Form C to read as follows: § 239.6 Form C, for registration under the Securities Act of 1933 of securities issued in business combination transactions, and for optional concurrent registration under the Securities Exchange Act of 1934. (a) A registrant other than a small business issuer must use this Form to register an offering under the Securities Act of 1933 ("Securities Act") that is: (1) A transaction of the type specified in paragraph (a) of § 230.145 of this chapter; (2) A merger in which the applicable law would not require the solicitation of the votes or consents of all of the security holders of the company being acquired; (3) An exchange offer for securities of the issuer or another entity; (4) A public reoffering or resale of any such securities acquired pursuant to this registration statement; or (5) More than one of the kinds of transactions listed in paragraphs (a)(1) through (a)(4) of this section registered on one registration statement. (b) A registrant also may use this Form to register concurrently under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 ("Exchange Act"). It may register under the Exchange Act any class of securities that are the subject of the offering it is registering under the Securities Act. To register, the registrant must check the appropriate box(es) on the cover page of this Form and identify which class(es) of securities it is registering under Section 12(b) or 12(g) of the Exchange Act. Note: The text of Form C will not appear in the Code of Federal Regulations. U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM C REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [AND OPTIONAL REGISTRATION PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934] _________________________________________________________ (Exact name of Registrant as specified in its charter) ________________________________________________________________ (Translation of Registrant's name into English, if applicable) _______________________________________________________________ (State or other jurisdiction of incorporation or organization) ______________________________________________ (I.R.S. Employer Identification Number) ________________________________________________________________________ (Address and telephone number of Registrant's principal executive offices) ________________________________________________________________________ (Name, address and telephone number of Registrant's agent for service) ________________________________________________________________________ (Web Site Address, if any) ________________________________________________________________________ (E-mail Address, if any) * * * * * Approximate date of commencement of sales __________________________ If you are a foreign private issuer as defined in Securities Act Rule 405, check the following box. [ ] If you are not a foreign private issuer as defined in Securities Act Rule 405, check the following box. [ ] If you are filing this Form to register additional securities for an offering in accordance with Securities Act Rule 462(b), check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] _____________ If this Form is a post-effective amendment filed in accordance with Securities Act Rule 462(c) to re-start the 15-business-day period during which pricing must occur under Securities Act Rule 430A(a)(3) or to reflect a non-substantive change from, or addition to, the prospectus, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] _____________ - 329 - If this Form is a post-effective amendment filed in accordance with Securities Act Rule 462(d) solely to add exhibits, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] _____________ If you are using this Form to register concurrently under Section 12(b) or 12(g) of the Exchange Act any class of securities that are the subject of the offering you are registering under the Securities Act, check the appropriate box and provide the information indicated below: [ ] Securities being registered pursuant to Exchange Act Section 12(b): Title of each class: Name of exchange on which listed: _______________________________ _______________________________ _______________________________ _______________________________ [ ] Securities being registered pursuant to Exchange Act Section 12(g): Title of each class: Name of market on which quoted: _______________________________ _______________________________ _______________________________ _______________________________ CALCULATION OF REGISTRATION FEE ----------------------------------------------------------------- Proposed Proposed Title of maximum maximum each offering aggregate Amount of class of Amount to price per offering registration securities be unit price fee to be registered registered Notes to the Fee Table: 1. Set forth any explanatory details relating to the fee table in footnotes to the table. 2. If the basis for calculating the fee is not evident from the information presented in this table, refer to the applicable provisions of Securities Act Rule 457 in a footnote. 3. If the fee is calculated under Rule 457(o), the "Amount to be registered" and the "Proposed maximum offering price per unit" need not appear in this table. 4. If any of the securities registered are not sold in connection with this offering, the registrant (or a qualifying wholly-owned subsidiary) may use the dollar amount of the fee paid with respect to the unsold securities to offset the total fee due on its subsequent registration statement. See Rule 457(p). When offsetting any part of the fee under Rule 457(p), the registrant must state the dollar amount being offset in a footnote to the fee table and must identify the file number of the registration statement and the amount and class of securities in connection with which the offsetting fee was previously paid. Use of Rule 457(p) to offset any fee automatically deregisters the securities in connection with which the fee was previously paid. GENERAL INSTRUCTIONS I. Rules as to Use of Form C. A. A registrant other than a small business issuer must use this Form to register an offering under the Securities Act that is: 1. a transaction of the type specified in Securities Act Rule 145(a); 2. a merger in which the applicable law would not require the solicitation of the votes or consents of all of the security holders of the company being acquired; 3. an exchange offer for securities of the issuer or another entity; 4. a public reoffering or resale of any securities acquired pursuant to this registration statement; or 5. more than one of the kinds of transactions listed in paragraphs A.1. through A.4. of this instruction registered on one registration statement. B. A registrant also may use this Form to register concurrently under Section 12(b) or 12(g) of the Exchange Act. It may register any class of securities that are the subject of the offering it is registering under the Securities Act. To register, the registrant must check the appropriate box(es) on the cover page of this Form and identify which class(es) of securities it is registering under Section 12(b) or 12(g). C. You may not use this Form if you are a registered investment company or a business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940. D. You may not use this Form if you are a "small business issuer" as defined in Securities Act Rule 405 (§ 230.405). Small business issuers use Form SB-3 to register the transactions listed in General Instruction I.A. II. Registrant Information. Provide information about the registrant as follows: A. Form B Registrants. If the registrant meets the requirements of General Instructions I.B. and I.C.1. of Form B, it must comply with: 1. Items 11 and 12 of this Form; 2. Items 13 and 14 of this Form; or 3. Item 15 of this Form. B. Seasoned Form A Registrants. If the registrant meets the requirements of General Instruction II. of Form A for incorporation by reference, it must comply with: 1. Items 13 and 14 of this Form; or 2. Item 15 of this Form. C. All Other Registrants. All other registrants must comply with Item 15 of this Form. III. Information With Respect to the Company Being Acquired. Provide information about the company being acquired (which includes any entity whose securities are to be exchanged for securities of the registrant) as follows: A. Form B Companies. If the company being acquired meets the requirements of General Instructions I.B. and I.C.1. of Form B, provide information in accordance with: 1. Item 16 of this Form; 2. Item 17 of this Form; or 3. Item 18 of this Form. B. Seasoned Form A Companies. If the company being acquired meets the requirements of General Instruction II. of Form A for incorporation by reference, provide information in accordance with: 1. Item 17 of this Form; or 2. Item 18 of this Form. C. All Other (Non-Small Business) Companies. For all other companies being acquired, provide information in accordance with Item 18 of this Form. D. Transitional Small Business Issuer Companies. If the company being acquired is a transitional small business issuer that meets the requirements of II.A.1. of Form SB-3, provide information in accordance with Item 19 of this Form. E. Seasoned Form SB-2 Companies. If the company being acquired meets the requirements of General Instruction E.1. of Form SB-2, provide information in accordance with: 1. Item 20 of this Form; or 2. Item 21 of this Form. F. All Other Small Business Issuers. All other companies being acquired that are small business issuers, including transitional small business issuers that choose to comply with this requirement, provide information in accordance with Item 21 of this Form. IV. Securities Act Rules and Regulations. You should read the rules and regulations under the Securities Act (Part 230 of Title 17 of the Code of Federal Regulations), particularly Regulation C. That Regulation contains general requirements regarding the preparation and filing of registration statements. V. Free Writing Prospectus Information. A. You should read Securities Act Rule 166. That Rule permits a registrant to make offers prior to filing a Form C registration statement. If you use a prospectus in reliance on that Rule, you must file that prospectus when required to do so by Securities Act Rule 425. B. You should read Securities Act Rule 165. That Rule permits a Form C registrant and those acting on its behalf to use "free writing" offering materials that do not meet the requirements of Section 10 of the Securities Act. If you use a prospectus in reliance on Rule 165, you must file it when required to do so by Securities Act Rule 425. - 330 - VI. U.S. and Foreign Registrants. A. Definitions. 1. As used in this Form, "U.S. registrant" includes all registrants other than foreign governments and foreign private issuers. "U.S. company being acquired" includes all entities being acquired other than foreign governments and foreign private issuers. 2. As used in this Form, "foreign registrant" includes only registrants that are foreign private issuers. "Foreign company being acquired" includes only entities being acquired that are foreign private issuers. 3. "Foreign private issuer" is defined in Rule 405 of Regulation C. B. Information Required. 1. U.S. registrants must provide all information required by the Items of this Form except where the Item expressly identifies the requirement as applying only to foreign registrants or foreign companies being acquired. 2. Foreign registrants must provide all information required by the Items of this Form except where the Item expressly identifies the requirement as applying only to U.S. registrants or U.S. companies being acquired. VII. Interaction With the Exchange Act. A. If Regulation 14A or 14C under the Exchange Act applies to the transaction registered on this Form: 1. the prospectus may be in the form of a proxy statement or information statement; 2. the prospectus must contain the information required by this Form in lieu of that required by Schedule 14A or 14C; and 3. material filed as a part of the registration statement shall be deemed filed also for purposes of Regulation 14A or 14C, as applicable. B. If neither Regulation 14A nor 14C applies to the transaction registered on this Form, any proxy or information statement material sent to security holders must be filed prior to use as a part of the effective registration statement. C. If you are registering an offering that is subject to Section 13(e), 14(d) or 14(e) of the Exchange Act, the provisions of those Sections and the rules and regulations thereunder shall apply to the transaction in addition to the provisions of this Form. VIII. Business Combinations Effected on a Delayed Basis. A. A registrant may use this Form to register a transaction that will be effected on a delayed basis under Securities Act Rule 415(a)(1)(viii). In that event, it need only furnish information about the contemplated transaction and the company being acquired to the extent practicable as of the effective date of the registration statement. It must file a post-effective amendment to include the remaining required information about the transaction and the company being acquired in the registration statement. B. A registrant may use this Form to register a transaction that would qualify for an exemption from Section 5 of the Securities Act but for the proximity in time of other similar transactions. In that event, the registrant need only file a prospectus supplement to provide the required information about the transaction and the company being acquired. C. Unallocated Shelf. The registrant may register two or more classes of securities on this Form that it will offer on a delayed or continuous basis pursuant to Rule 415(a)(1)(viii). If the registrant meets the requirements of General Instruction I.B. of Form B and General Instruction I.C.1., I.C.2. or I.C.4. of Form B, it need only identify on an aggregate basis (and not by class) in the "Calculation of Registration Fee" table: 1. the amount to be registered; 2. the proposed maximum offering price per unit; and 3. the proposed maximum aggregate offering price. IX. Roll-Up Transactions. A. Roll-up transactions (as defined in Item 901(c) of Regulation S-K) may be registered on this Form. In that event, the registrant must comply with the disclosure requirements of Subpart 900 of Regulation S-K. To the extent that the disclosure requirements of Subpart 900 are inconsistent with those in this Form, the requirements of Subpart 900 control. B. If the registrant registers a roll-up transaction on this Form, special prospectus delivery requirements apply. See Securities Act Rule 172(e). C. The proxy rules and Exchange Act Rule 14e-7 of the tender offer rules contain provisions specifically applicable to roll-up transactions. Those provisions apply whether or not the entities involved have registered securities pursuant to Section 12 of the Exchange Act. X. Registration of Additional Securities. A. Under certain circumstances, the registrant may increase the size of an offering after the effective date through filing a short-form registration statement under Securities Act Rule 462(b). A Rule 462(b) registration statement may include only the following: 1. the facing page; 2. a statement that the earlier registration statement, identified by file number, is incorporated by reference; 3. any required opinions and consents; 4. the signature page; and 5. any price-related information omitted from the earlier registration statement in reliance on Securities Act Rule 430A, if the registrant so chooses. B. The information contained in a Rule 462(b) registration statement is deemed to be a part of the earlier effective registration statement as of the date of effectiveness of the Rule 462(b) registration statement. C. The registrant may incorporate by reference from the earlier registration statement any opinion or consent required in the Rule 462(b) registration statement if: 1. the opinion or consent expressly allows that incorporation; and 2. the opinion or consent also relates to the Rule 462(b) registration statement. Note to General Instruction X. You should read Securities Act Rule 411(c) regarding incorporation by reference of exhibits and Securities Act Rule 439(b) regarding incorporation by reference of consents. XI. Concurrent Registration of Securities under the Exchange Act. A. Registration on this Form of a class of securities under Exchange Act Section 12(b) shall become effective upon the later of: 1. receipt by the Commission of certification from the national securities exchange listed on the cover of this Form that the securities have been approved for listing; or 2. effectiveness of this registration statement. B. Registration on this Form of a class of securities under Exchange Act Section 12(g) shall become effective upon the effectiveness of this registration statement. C. If the registrant is required to file an annual report under Exchange Act Section 15(d) for its last fiscal year, it must file that annual report within the time period specified in the appropriate annual report form even if the Exchange Act registration becomes effective before the annual report is due. D. The registrant must file at least one complete, signed copy of the registration statement with each exchange or market identified on the cover to this Form. PART I INFORMATION REQUIRED IN THE PROSPECTUS A. INFORMATION ABOUT THE TRANSACTION Item 1. Front Cover Page of the Registration Statement and Outside Front Cover Page of the Prospectus. Provide the information required by Item 501 of Regulation S-K. Item 2. Inside Front and Outside Back Cover Pages of Prospectus. (a) Provide the information required by Item 502 of Regulation S-K. (b) If you incorporate information by reference into the prospectus, state on the inside front cover page: (1) that the prospectus incorporates by reference important business and financial information about the company that is not delivered with it; (2) that this information is available without charge to any person, including any beneficial owner, upon written or oral request; (3) that you will send those incorporated documents in a manner that should result in delivery within three business days of the request; (4) the name, address and telephone number to which persons must make this request; and (5) that to obtain timely delivery, persons must request this information no later than ____ [specify date five business days before the date on which the final investment decision must be made]. You must highlight this statement by print type or otherwise. Instruction to Item 2. 1. The undertaking covers all documents incorporated by reference through the date of responding to the request. 2. If you send any of the information that is incorporated by reference in the prospectus, you also must send any exhibits that are specifically incorporated by reference in that information. 3. If information is incorporated by reference in any document you are sending upon request, you also must send the information incorporated by reference. Item 3. Prospectus Summary and Other Information. In the forepart of the prospectus, provide a summary of the information contained in the prospectus as described in Item 503(a) of Regulation S-K and the following information: (a) Contact information. The name, complete mailing address and telephone number of the principal executive offices of the registrant and the company being acquired; (b) Risk factors. (1) The information required by Item 503(c) of Regulation S-K; (2) If the registrant or the company to be acquired is a real estate entity as defined in Item 1101 of Regulation S-K, provide the information required by Item 1103 of Regulation S-K in addition to the information required by paragraph (b)(1) of this Item. (c) Ratio of earnings to fixed charges. The information required by Item 503(d) of Regulation S-K; (d) Business conducted. A brief description of the general nature of the business conducted by the registrant and by the company being acquired; (e) Transaction being registered. A brief description of the transaction in which the securities being registered will be offered; (f) Selected financial data. The selected financial data required by Item 301 of Regulation S-K for U.S. registrants and U.S. companies being acquired and Item 8 of Form 20-F for foreign registrants and foreign companies being acquired. To the extent this information is required to be presented in the prospectus pursuant to other Items of this Form, it need not be presented pursuant to this Item; (g) Pro forma selected financial data. If material, the information required by Item 301 of Regulation S-K for U.S. registrants and Item 8 of Form 20-F for foreign registrants, showing the pro forma effect of the transaction. To the extent the information is required to be presented in the prospectus pursuant to other Items of this Form, it need not be presented pursuant to this Item; (h) Pro forma information. In a table designed to facilitate comparison, historical and pro forma per share data of the registrant and historical and equivalent pro forma per share data of the company being acquired for the following items: (1) book value per share as of the date financial data is presented pursuant to Item 301 of Regulation S-K for U.S. registrants and U.S. companies being acquired and Item 8 of Form 20-F for foreign registrants and foreign companies being acquired; (2) cash dividends declared per share for the periods for which financial data is presented pursuant to Item 301 of Regulation S-K for U.S. registrants and U.S. companies being acquired and Item 8 of Form 20-F for foreign registrants and foreign companies being acquired; and (3) income (loss) per share from continuing operations for the periods for which financial data is presented pursuant to Item 301 of Regulation S-K for U.S. registrants and U.S. companies being acquired and Item 8 of Form 20-F for foreign registrants and foreign companies being acquired; Instructions to Item 3(g) and 3(h). 1. For a business combination accounted for as a purchase, present the financial information required by paragraphs (g) and (h) only for the most recent fiscal year and interim period. For a business combination accounted for as a pooling, present the financial information required by paragraphs (g) and (h) (except for information with regard to book value) for the most recent three fiscal years and interim period. For a business combination accounted for as a pooling, present the book value information as of the end of the most recent fiscal year and interim period. 2. Calculate the equivalent pro forma per share amounts for one share of the company being acquired by multiplying the exchange ratio times each of: (a) the pro forma income (loss) per share before non-recurring charges or credits directly attributable to the transaction; (b) the pro forma book value per share; and (c) the pro forma dividends per share of the registrant. 3. Foreign Private Issuers: Instruction 7 to Item 8 of Form 20-F is applicable to the financial information presented hereunder to the extent that this Form requires reconciliation of financial statements of foreign private issuers to U.S. GAAP and Regulation S-X. (i) Market value of securities. In a table designed to facilitate comparison, the market value of securities of the company being acquired (on a historical and equivalent per share basis) and the market value of the securities of the registrant (on a historical basis) as of the day before the date the public announcement of the proposed transaction. If no such public announcement was made, as of the day before the date the agreement with respect to the transaction was entered into; (j) Affiliates' voting shares. With respect to the registrant and the company being acquired, a brief statement comparing the percentage of outstanding shares entitled to vote held by directors, executive officers and their affiliates. State the vote required for approval of the proposed transaction; (k) Regulatory approval. A statement as to whether any regulatory requirements must be complied with or approval must be obtained in connection with the transaction, and if so, the status of such compliance or approval; (l) Dissenters' rights. A statement about whether or not dissenters' rights of appraisal exist, including a cross-reference to the information provided pursuant to Item 21 or 22 of this Form; and (m) Tax consequences. A brief statement about the tax consequences of the transaction or, if appropriate, a cross-reference to the information provided pursuant to Item 4 of this Form. Item 4. Terms of the Transaction. (a) Provide a summary of the material features of the proposed transaction. The summary shall include, where applicable: (1) the information required by Item 1004(a) of Regulation M-A (§229.1004(a) of this chapter); and (2) where not organized in the same country, a discussion of any material differences in the corporate laws applicable to the company being acquired and to the surviving entity. The discussion should include, but not necessarily be limited to: corporate governance, board structure, quorums, class action suits, shareholder derivative suits, rights to inspect corporate books and records, rights to inspect the shareholder list and rights of directors and officers to obtain indemnification from the company. (b) If a report, opinion or appraisal materially relating to the transaction has been received from an outside party and such report, opinion or appraisal is referred to in the prospectus, provide the information called for by Item 1015(b) of Regulation S-K (§ 229.1015(b) of this chapter). (c) Incorporate the acquisition agreement by reference into the prospectus. Item 5. Pro Forma Financial Information. Provide the financial information required by Article 11 of Regulation S-X with respect to this transaction. Instructions. 1. Present any Article 11 information required by the other Items of this Form (where not incorporated by reference) together with the information provided under this Item. In presenting this information, you must clearly distinguish between this transaction and any other one. 2. You need only show the pro forma effect that the registered transaction has on any pro forma financial information that: (i) is incorporated by reference; and (ii) reflects all prior transactions. Item 6. Material Contacts with the Company Being Acquired. Provide the information required by Items 1005(b) and 1011(a) of Regulation M-A for the registrant or its affiliates and the company being acquired or its affiliates. The information provided only need cover the periods for which financial statements are presented or incorporated by reference into this Form. Item 7. Real Estate Entities. If the registrant or the company to be acquired is a real estate entity as defined in Item 1101 of Regulation S-K, provide the information required by Item 1104 and Items 1108 through 1112 of Regulation S-K. Item 8. Additional Information Required for Reoffering by Persons Deemed to be Underwriters. If any person who is deemed to be an underwriter of the securities is reoffering any of the securities to the public, provide the following information in the prospectus prior to its use for the reoffer: (a) The information required by Item 507 of Regulation S-K; (b) Information with respect to the consummation of the transaction in which the securities were acquired; and (c) A description of any material change in the registrant's affairs that occurred after the transaction in which the securities were acquired. Note to Item 8. You should read Item 512(g) of Regulation S-K regarding undertakings required in reoffering registration statements. Item 9. Interests of Named Experts and Counsel. Provide the information required by Item 509 of Regulation S-K. Item 10. Disclosure of Commission Position on Indemnification for Securities Act Liabilities. Provide the information required by Item 510 of Regulation S-K. B. INFORMATION ABOUT THE REGISTRANT Item 11. Information Required for Form B Companies. If the registrant meets the requirements of General Instructions I.B. and I.C.1. of Form B and elects to comply with this Item and Item 12 (instead of Items 13 and 14 or Item 15), it must provide the following information: (a) Material changes. Describe any material change in the registrant's affairs that: (1) has occurred since the end of the latest fiscal year for which it incorporates by reference audited financial statements in accordance with Item 12 of this Form; and (2) the registrant has not described in an Exchange Act report. (b) Current financial statements. Foreign registrants: If the financial statements you incorporate by reference in accordance with Item 12 of this Form are not sufficiently current to comply with Rule 3-19 of Regulation S-X, you must provide financial statements necessary to comply with that Rule. You must through one of the following means: (1) include that information in the prospectus; or (2) include that information in an amended or a newly filed Exchange Act report, disclose in the prospectus that you have done so, incorporate that report by reference into the effective registration statement, and deliver it together with the prospectus. (c) Other financial information. Include the following information in the prospectus unless incorporated by reference: (1) financial information required by Rule 3-05 and Article 11 of Regulation S-X with respect to transactions other than the one being registered; (2) restated financial statements prepared in accordance with or reconciled to U.S. GAAP and Regulation S-X where: (i) after the end of its most recent fiscal year, the registrant consummated one or more business combinations accounted for by the pooling of interests method of accounting; and (ii) the acquired businesses, considered in the aggregate, are significant pursuant to Rule 11-01(b) of Regulation S-X; (3) restated financial statements prepared in accordance with or reconciled to U.S. GAAP and Regulation S-X, if a change in accounting principles or correction of an error requires a material retroactive restatement of financial statements; or (4) any financial information required because of a material disposition of assets outside the normal course of business. Instruction. Foreign registrants: You should read Rules 4-01(a)(2) and 10-01 of Regulation S-X. Item 12. Incorporation of Certain Information by Reference for Form B Companies. If the registrant provides information in accordance with Item 11 of this Form: (a) It must incorporate by reference into the prospectus that is part of the effective registration statement the documents listed below: (1) its latest annual report filed in accordance with Section 13(a) or 15(d) of the Exchange Act that contains audited financial statements; (2) any reports it filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by its annual report incorporated in this Form; and (3) the description of capital stock contained in an Exchange Act registration statement, including any amendments or reports updating such description, if: (i) capital stock is being registered and securities of the same class are registered under Section 12 of the Exchange Act; and (ii) such stock is listed for trading or admitted to unlisted trading privileges on a national securities exchange; or (iii) bid and offer quotations for such stock are reported in an automated quotations system operated by a national securities association. Instructions to Item 12(a). 1. List in the prospectus that is part of the effective registration statement all documents that are filed prior to effectiveness and incorporated by reference. 2. Notwithstanding Instruction 2 to Item 404 of Regulation S-K, you need only provide Item 404 information covering one year if you incorporate that information by reference pursuant to this Item. 3. Foreign registrants: All annual reports or registration statements you incorporate by reference pursuant to this Item must contain financial statements that comply with Item 18 of Form 20-F except that your financial statements may comply with Item 17 of Form 20-F if the only securities you are registering are investment grade securities. A security is "investment grade" if, at the time of sale: (a) it is rated by at least one nationally recognized statistical rating organization ("NRSRO") (as that term is used in Exchange Act Rule 15c3-1(c)(2)(vi)(F)) in one of the generic rating categories that signify investment grade; and (b) no other NRSRO rating the security has placed it in a category that does not signify investment grade. 4. Foreign registrants: You may incorporate by reference any Form 6-K satisfying the requirements of Form C. See Rules 4-01(a)(2) and 10-01 of Regulation S-X and Item 18 of Form 20-F. (b) It must state in the prospectus that all documents it files pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act are deemed to be incorporated by reference into the prospectus that is part of the effective registration statement if filed after effectiveness and before the latest of the following that is applicable: (1) the date of any meeting of security holders of either the registrant or the company being acquired relating to the transaction described in the prospectus; (2) the date on which the transaction described in the prospectus is consummated, if no meeting of security holders of either the registrant or the company being acquired is held; (3) the date of the termination of any exchange offer registered on this registration statement; or (4) the date of termination of any reoffering or resale of securities registered on this registration statement. Note to Item 12(b). You should read Securities Act Rule 439 regarding consent to the use of material incorporated by reference. (c) In the prospectus, you must: (1) identify the reports and other information that you file with the Commission; (2) state that the public: (i) may read and copy any materials you file with the Commission at the Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549; and (ii) may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330; and (3) if you are an electronic filer, state that the Commission maintains an Internet web site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission and state the address of that site (http://www.sec.gov). You are encouraged to give your Internet web site address, if available. Item 13. Information Required for Seasoned Form A Companies. If the registrant meets the requirements of General Instruction II. of Form A and elects to comply with this Item and Item 14 (instead of Item 15), it must do the following: (a) Annual report. Deliver together with the prospectus a copy of its latest annual report filed pursuant to Section 13(a) or 15(d) of the Exchange Act; (b) Quarterly information. U.S. registrants: provide the information required by Part I of Form 10-Q or Form 10-QSB for the most recent fiscal quarter following the fiscal year covered by the annual report delivered pursuant to this Item. The registrant must either: (1) include that information in the prospectus; or (2) deliver together with the prospectus a copy of its latest Form 10-Q or Form 10-QSB; Notes to Item 13(a) and 13(b). 1. Indicate in the prospectus that it is accompanied by the reports that the registrant sends pursuant to paragraphs (a) or (b) of this Item. 2. If the registrant incorporates by reference portions of any document into a report it delivers under this Item, it also must deliver the incorporated portions with it. 3. If the registrant's Form 10-Q or Form 10-QSB for the most recent quarter is not due to be filed prior to the effective date of the registration statement, it may provide the information for the previous fiscal quarter to satisfy Item 13(b). For this purpose, the due date is calculated without the extension provided by Exchange Act Rule 12b-25. (c) Current financial statements. Foreign registrants: If the financial statements you incorporate by reference in accordance with Item 14 are not sufficiently current to comply with Rule 3-19 of Regulation S-X, provide financial statements necessary to comply with that Rule. You must do so by one of the following means: (1) include that information in the prospectus; or (2) inclose that information in an amended or newly filed Exchange Act report, disclose in the prospectus that you have done so, incorporate that report by reference into the effective registration statement, and deliver it together with the prospectus. (d) Other financial information. If not reflected in the registrant's annual report delivered to investors in accordance with paragraph (a) of this Item, provide: (1) financial information required by Rule 3-05 and Article 11 of Regulation S-X with respect to transactions other than the one being registered; (2) restated financial statements prepared in accordance with or reconciled to U.S. GAAP and Regulation S-X where: (i) after the end of its most recent fiscal year, the registrant consummated one or more business combinations accounted for by the pooling of interests method of accounting; and (ii) the acquired businesses, considered in the aggregate, are significant pursuant to Rule 11-01(b) of Regulation S-X; (3) restated financial statements prepared in accordance with or reconciled to U.S. GAAP and Regulation S-X, if a change in accounting principles or correction of an error requires a material retroactive restatement of financial statements; and (4) any financial information required because of a material disposition of assets outside the normal course of business. Instructions to Item 13(d). 1. You may incorporate by reference into the effective registration statement the information required by paragraph (d) of Item 13. If you incorporate it, you must deliver it together with the prospectus. 2. Foreign registrants: You should read Rules 4-01(a)(2) and 10-01 of Regulation S-X. (e) Material changes. Describe any material change in the registrant's affairs that: (1) has occurred since the end of the latest fiscal year for which it incorporates by reference audited financial statements in accordance with Item 14; and (2) the registrant has not described in an Exchange Act report delivered with the prospectus in accordance with this Item; Instructions to Item 13. 1. The registrant must deliver information required by this Item with the first prospectus it delivers. It need not deliver that information with any subsequent prospectus sent to the same person. 2. Any reports the registrant delivers together with the prospectus pursuant to this Item must be delivered without charge to the investor. Item 14. Incorporation by Reference by Seasoned Form A Companies. If the registrant provides information in accordance with Item 13 of this Form: (a) It must incorporate by reference into the prospectus that is part of the effective registration statement: (1) its latest annual report filed in accordance with Section 13(a) or 15(d) of the Exchange Act that contains audited financial statements; Note to Item 14(a)(1). The registrant may satisfy this obligation to incorporate its annual report by incorporating a Form 40-F if it meets the requirements of General Instruction A.(2) of Form 40-F. (2) any reports it filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by its annual report incorporated in this Form. Instructions to Item 14(a). 1. List in the prospectus that is part of the effective registration statement all documents that are filed prior to effectiveness and incorporated by reference. 2. Notwithstanding Instruction 2 to Item 404 of Regulation S-K, you need only provide Item 404 information covering one year if you incorporate that information by reference pursuant to this Item. 3. Foreign registrants: All annual reports you incorporate by reference pursuant to this Item must contain financial statements that comply with Item 18 of Form 20-F, except that your financial statements may comply with Item 17 of Form 20-F if the only securities you are registering are investment grade securities as defined in Instruction 3 of Instructions to Item 12(a). 4. Foreign registrants may incorporate by reference and deliver with the prospectus any Exchange Act report containing information meeting the requirements of Form A. See Rules 4-01(a)(2) and 10-01 of Regulation S-X and Item 18 of Form 20-F. 5. You should read Rule 439 regarding consent to the use of material incorporated by reference. (b) In the prospectus, you must: (1) identify the reports and other information that you file with the Commission; (2) state that the public; (i) may read and copy any materials you file with the Commission at the Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549; and (ii) may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330; and (3) if you are an electronic filer, state that the Commission maintains an Internet web site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission and state the address of that site (http://www.sec.gov). You are encouraged to give your Internet web site address, if available. Item 15. Information Required for All Other Companies. Any registrant that does not provide information in accordance with Items 11 and 12 or Items 13 and 14 must provide the following information: (a) Description of Business. (i) U.S. registrants: Item 101 of Regulation S-K. (ii) Foreign registrants: Item 1 of Form 20-F. (b) Description of Property. (i) U.S. registrants: Item 102 of Regulation S-K. (ii) Foreign registrants: Item 2 of Form 20-F. (iii) If the registrant is a real estate entity as defined in Item 1101 of Regulation S-K, provide the information required by Items 1105, 1106 and 1107 of Regulation S-K in lieu of the information required by paragraph (b)(i) or (b)(ii) of this Item. (c) Legal Proceedings. (i) U.S. registrants: Item 103 of Regulation S-K. (ii) Foreign registrants: Item 3 of Form 20-F. (d) Common Equity Securities. If the registrant is issuing common equity securities: (i) U.S. registrants: Item 201 of Regulation S-K. (ii) Foreign registrants: Item 5 of Form 20-F. You must update such information to cover any subsequent interim periods for which financial statements are required pursuant to Rule 3-19 of Regulation S-X. (e) Financial Statements. (i) U.S. registrants: Regulation S-X. (ii) Foreign registrants: Item 18 of Form 20-F except if you are registering only investment grade securities as defined in the second instruction of Instructions to Item 11(a) of this Form. In that event, you may comply with Item 17 of Form 20-F instead of Item 18. Instructions to Item 15(e). 1. File schedules required by Regulation S-X as "Financial Statement Schedules," as authorized by Item 25 of this Form. 2. Provide any financial information required by Rule 3-05 and Article 11 of Regulation S-X with respect to transactions other than the one being registered. 3. Foreign registrants: Your financial statements must comply with Rule 3-19 of Regulation S-X. See also Rules 4-01(a)(2) and 10-01 of Regulation S-X. (f) Exchange Controls. (i) U.S. registrants: not applicable. (ii) Foreign registrants: Item 6 of Form 20-F. (g) Taxation. (i) U.S. registrants: not applicable. (ii) Foreign registrants: Item 7 of Form 20-F. (h) Selected Financial Data. (i) U.S. registrants: Item 301 of Regulation S-K. (ii) Foreign registrants: Item 8 of Form 20-F. (i) Supplementary Financial Information. (i) U.S. registrants: Item 302 of Regulation S-K. (ii) Foreign registrants: not applicable. (j) Management's Discussion and Analysis. (i) U.S. registrants: Item 303 of Regulation S-K. (ii) Foreign registrants: Item 9 of Form 20-F. (k) Changes in and Disagreements with Accountants. (i) U.S. registrants: Item 304 of Regulation S-K. (ii) Foreign registrants: not applicable. (l) Quantitative and Qualitative Disclosures of Market Risk. (i) U.S. registrants: Item 305 of Regulation S-K. (ii) Foreign registrants: Item 9A of Form 20-F. C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED Item 16. Information Required for Form B Companies. y If the company being acquired meets the requirements of General Instructions I.B. and I.C.1. of Form B and compliance with this Item is elected, provide the information required by Items 11 and 12 of this Form as if the company being acquired were the registrant. Instruction. Foreign companies being acquired: Notwithstanding the requirements of Items 11 and 12, the financial statements of the company being acquired need only comply with the reconciliation requirements of Item 17 of Form 20-F. - 331 - Item 17. Information Required for Seasoned Form A Companies. If the company being acquired meets the requirements of General Instruction II. of Form A and compliance with this Item is elected, provide the information required by Items 13 and 14 of this Form as if the company being acquired were the registrant. Instruction. Foreign companies being acquired: Notwithstanding the requirements of Items 13 and 14, the financial statements of the company being acquired need only comply with the reconciliation requirements of Item 17 of Form 20-F. Item 18. Information Required for All Other (Non-Small Business) Companies. If the company being acquired does not meet the requirements of General Instructions I.B. and I.C.1. of Form B or General Instruction II. of Form A, or compliance with this Item is elected, provide the information that would be required by Item 15 of this Form as if the company being acquired were the registrant, subject to the following: (a) Only those schedules required by Rules 12-15, 28 and 29 of Regulation S-X need be provided with respect to the company being acquired; (b) Notwithstanding the requirements of Item 14, the financial statements of any foreign company being acquired need only comply with the reconciliation requirements of Item 17 of Form 20-F; (c) If the company being acquired is not subject to the reporting requirements of Exchange Act Section 13(a) or 15(d), or has not furnished an annual report to its security holders under Rule 14a-3 or Rule 14c-3 for the latest fiscal year because of Exchange Act Section 12(i), furnish the financial statements that would be required in an annual report sent to security holders under Rules 14a-3(b)(1) and (b)(2) if one was required. Instructions to paragraph (c). 1. If the registrant's security holders will not be voting on the transaction, financial statements for the two fiscal years before the latest fiscal year need be provided only to the extent that security holders of the company being acquired were previously furnished with financial statements (prepared in conformity with GAAP) for those periods. 2. The financial statements required by this paragraph for the latest fiscal year need be audited only to the extent practicable. The financial statements for the fiscal years before the latest fiscal year need not be audited if they were not previously audited. 3. If the financial statements required by this paragraph are prepared on the basis of a comprehensive body of accounting principles other than U.S. GAAP, provide a reconciliation to U.S. GAAP in accordance with Item 17 of Form 20-F (§249.220f of this chapter) unless a reconciliation is unavailable or not obtainable without unreasonable cost or expense. At a minimum, however, when financial statements are prepared on a basis other than U.S. GAAP, a narrative description of all material variations in accounting principles, practices and methods used in preparing the non-U.S. GAAP financial statements from those accepted in the U.S. must be presented. (d) Notwithstanding paragraph (c) of this Item, the financial statements of the company being acquired must be audited for the fiscal years required by paragraph (b)(2) of Rule 3-05 of Regulation S-X if this registration statement is used for resales by any person deemed to be an underwriter within the meaning of Securities Act Rule 145(c). (e) If the company being acquired is not subject to the reporting requirements of Exchange Act Section 13(a) or 15(d), provide the information required by Part I of Form 10-Q or Form 10-QSB for the most recent quarter for which a quarterly report would be due if the company being acquired were subject to those reporting requirements. Item 19. Information Required for Companies that are Transitional Small Business Issuers. If the company being acquired meets the requirements of General Instruction II.A.1. of Form SB-3, provide information in accordance with either Item 14 or 16 of Form SB-3. Item 20. Information Required for Companies that are Seasoned SB-2 Issuers. If the company being acquired meets the requirements of General Instruction E.1. of Form SB-2 and compliance with this Item is elected, provide the information required by Items 11 and 12 of Form SB-3 as if the company being acquired were the registrant on Form SB-3. Instruction to Item 20. Canadian small business issuers being acquired: Notwithstanding the requirements of Items 11 and 12 of Form SB-3, the financial statements of the company being acquired need only comply with the reconciliation requirements of Item 17 of Form 20-F. Item 21. Information Required for All Other Small Business Issuers. If the company being acquired does not meet the requirements of General Instruction E.1. of Form SB-2, or compliance with this Item is elected, provide the information required by Item 13 of Form SB-3 as if the company being acquired were the registrant on Form SB-3, subject to the following: (a) Canadian small business issuers being acquired: Notwithstanding the requirements of Item 13 of Form SB-3, the financial statements of the company being acquired need only comply with the reconciliation requirements of Item 17 of Form 20-F. (b) If the company being acquired is not subject to the reporting requirements of Exchange Act Section 13(a) or 15(d), or has not furnished an annual report to its security holders under Rule 14a-3 or Rule 14c-3 for the latest fiscal year because of Exchange Act Section 12(i), furnish the financial statements that would be required in an annual report sent to security holders under Rules 14a-3(b)(1) and (b)(2) if one was required. Instructions to paragraph (b). 1. If the registrant's security holders will not be voting on the transaction, financial statements for the two fiscal years before the latest fiscal year need be provided only to the extent that security holders of the company being acquired were previously furnished with financial statements (prepared in conformity with GAAP) for those periods. 2. The financial statements required by this paragraph for the latest fiscal year need be audited only to the extent practicable. The financial statements for the fiscal years before the latest fiscal year need not be audited if they were not previously audited. 3. If the financial statements required by this paragraph are prepared on the basis of a comprehensive body of accounting principles other than U.S. GAAP, provide a reconciliation to U.S. GAAP in accordance with Item 17 of Form 20-F (§249.220f of this chapter) unless a reconciliation is unavailable or not obtainable without unreasonable cost or expense. At a minimum, however, when financial statements are prepared on a basis other than U.S. GAAP, a narrative description of all material variations in accounting principles, practices and methods used in preparing the non-U.S. GAAP financial statements from those accepted in the U.S. must be presented. (c) Notwithstanding paragraph (b) of this Item, the financial statements of the company being acquired must be audited for the fiscal years required by Item 310 of Regulation S-B if this registration statement is used for resales by any person deemed to be an underwriter within the meaning of Securities Act Rule 145(c). (d) If the company being acquired is not subject to the reporting requirements of Exchange Act Section 13(a) or 15(d), provide the information required by Part I of Form 10-QSB for the most recent quarter for which a quarterly report would be due if the company being acquired were subject to those reporting requirements. D. VOTING AND MANAGEMENT INFORMATION Item 22. Information if Proxies, Consents or Authorizations Will be Solicited. (a) If either the registrant or the company being acquired is soliciting proxies, consents or authorizations, provide the following information: (1) Date, Time and Place Information. Item 1 of Schedule 14A; (2) Revocability of Proxy. Item 2 of Schedule 14A; (3) Dissenters' Rights of Appraisal. Item 3 of Schedule 14A; (4) Persons Making the Solicitation. Item 4 of Schedule 14A; (5) Persons with a Substantial Interest in the Matter. Item 5 of Schedule 14A, with respect to both the registrant and the company being acquired; (6) Voting Securities and Principal Holders. Item 6 of Schedule 14A, with respect to both the registrant and the company being acquired; Instructions to Item 22(a)(6). 1. Foreign registrants and foreign companies being acquired: You may provide the information specified in Item 4 of Form 20-F in lieu of the information specified in Item 6(d) of Schedule 14A. 2. Small business issuers being acquired: You may provide the information specified in the Instruction to Item 20(a)(6) of Form SB-3 instead of the information specified in Item 6(d) of Schedule 14A. (7) Vote Required for Approval. Item 21 of Schedule 14A; and (8) Directors and Executive Officers. With respect to each person who will serve as a director or an executive officer of the surviving or acquiring company, the information required by: (i) U.S. registrants: Items 401, 402 and 404 of Regulation S-K; and (ii) Foreign registrants: Items 10, 11, 12 and 13 of Form 20-F. Instruction to Item 21(a)(8). Small business issuers being acquired: You may provide the information specified in Item 20(a)(8)(i) or (ii) of Form SB-3 instead of the information specified in Item 21(a)(8) of this Form. (b) If the registrant or the company being acquired meets the requirements of General Instructions I.B. and I.C.1. of Form B, General Instruction II. of Form A or General Instruction E.1. of Form SB-2, any information required by paragraphs (a)(6) or (a)(8) of this Item with respect to it may be incorporated by reference from its latest annual report. Item 23. Information if Proxies, Consents or Authorizations Will Not be Solicited Or In an Exchange Offer. (a) If proxies, consents or authorizations will not be solicited in connection with the transaction or in an exchange offer, provide the following information: (1) Statement that Proxies are not to be Solicited. Item 2 of Schedule 14C; (2) Date, Time and Place Information. The date, time and place of the meeting of security holders, unless such information is otherwise disclosed in material furnished to security holders with or preceding the prospectus; (3) Dissenters' Rights of Appraisal. Item 3 of Schedule 14A; (4) Affiliates' Interests in the Transaction. A brief description of any direct or indirect material interest of affiliates of the registrant and of the company being acquired in the proposed transaction; Instruction to Item 23(a)(4). You need not describe any interest arising from the ownership of securities where the affiliate receives no benefit not shared on a pro rata basis by all other holders of the same class. (5) Voting Securities and Principal Holders. Item 6 of Schedule 14A, with respect to both the registrant and the company being acquired; Instructions to Item 23(a)(5). 1. Foreign registrants and foreign companies being acquired: You may provide the information specified in Item 4 of Form 20-F in lieu of the information specified in Item 6(d) of Schedule 14A. 2. Small business issuers being acquired: You may provide the information specified in the Instruction to Item 21(a)(5) of Form SB-3 instead of the information specified in Item 6(d) of Schedule 14A. (6) Vote Required for Approval. Item 21 of Schedule 14A; and (7) Directors and Executive Officers. With respect to each person who will serve as a director or an executive officer of the surviving or acquiring company, the information required by: (i) U.S. registrants: Items 401, 402 and 404 of Regulation S-K; and (ii) Foreign registrants: Items 10, 11, 12 and 13 of Form 20-F. - 332 - Instruction to Item 23(a)(7). Small business issuers being acquired: You may provide the information specified in Item 21(a)(7)(i) or (ii) of Form SB-3 instead of the information specified in Item 22(a)(7) of this Form. Instruction to Item 23(a). If proxies, consents or authorizations will not be solicited in connection with the transaction because the transaction is an exchange offer, you need not provide the information required by paragraphs (a)(1), (a)(2) and (a)(3). (b) If the registrant or the company being acquired meets the requirements of General Instruction I.B. and I.C.1. of Form B or General Instruction II. of Form A, any information required by paragraphs (a)(5) and (a)(7) of this Item with respect to it may be incorporated by reference from its latest annual report. PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS Item 24. Indemnification of Directors and Officers. Provide the information required by Item 702 of Regulation S-K. Item 25. Exhibits and Financial Statement Schedules. (a) Provide the exhibits required by Item 601 of Regulation S-K. Instruction to Item 25(a). Provide exhibits required by Item 601(b)(10) with respect to both the registrant and the company being acquired. (b) Provide the financial statement schedules required by Regulation S-X and Item 14(e) or Item 17(a) of this Form. List each schedule according to the number assigned to it in Regulation S-X. (c) If information is provided pursuant to Item 4(b) of this Form, provide the report, opinion or appraisal as an exhibit to this Form, unless it is included in the prospectus. Item 26. Undertakings. (a) Set forth in the effective registration statement the undertakings required by Item 512 of Regulation S-K. (b) Set forth the following undertaking if the registrant is using this Form for a transaction to be effected on a delayed basis: [Name of registrant] will file a post-effective amendment containing all required information concerning a transaction and the company being acquired that was not included in the registration statement when it became effective because it was not practicable to do so. SIGNATURES The registrant hereby certifies that it meets all of the requirements for filing on Form C. The registrant also certifies that it has duly caused and authorized the undersigned to sign this registration statement on its behalf. The undersigned certifies that he/she has read this registration statement and to his/her knowledge the registration statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (Registrant).......................................... By (Signature and Title).......................................... Date..................... The following persons certify that they have read this registration statement and to their knowledge the registration statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The following persons also certify that they are signing below on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title).......................................... Date..................... By (Signature and Title).......................................... Date..................... Signature Instructions. 1. The following persons, or persons performing similar functions, must sign the registration statement: (a) the registrant; (b) its principal executive officer or officers; (c) its principal financial officer; (d) its controller or principal accounting officer; and (e) at least the majority of its board of directors. 2. Where the registrant is a foreign issuer, its authorized representative in the United States also must sign the registration statement. 3. Where the registrant is a limited partnership, its general partner must sign. Where the general partner is a corporation, the majority of the board of directors of the corporate general partner must sign the registration statement. 4. Type or print the name and title of each person who signs the registration statement beneath the person's signature. Any person who occupies more than one of the specified positions must indicate each capacity in which that person signs the registration statement. See Securities Act Rule 402 concerning manual signatures and Item 601 of Regulation S-K concerning signatures pursuant to powers of attorney. 5. If the securities to be offered are those of an entity that is not yet in existence at the time the registration statement is filed, but which will be a party to a consolidation involving two or more existing entities, then each existing entity will be deemed a registrant and must be so designated on the cover page of the Form. In that case, each existing entity (and the applicable persons noted in Signature Instructions 1. - 3.) must sign the registration statement as if it were the registrant. 93. By revising § 239.9 and amending Form SB-1 (referenced in § 239.9) by revising the title of the Form and the facing page, General Instruction A.3., General Instruction B.3., General Instruction H. and the Signatures section; by removing in General Instruction A.1.(b) the words "S-4" and adding, in their place, the words "SB-3" and by removing the words "S-3 (if the issuer incorporates by reference transitional Exchange Act reports),"; and by adding General Instruction I. and General Instruction J. to read as follows: § 239.9 Form SB-1, optional Form for the registration under the Securities Act of 1933 of securities to be sold to the public by certain small business issuers, and for optional concurrent registration under the Securities Exchange Act of 1934. (a) A "small business issuer," as defined in Rule 405 of the Securities Act of 1933 (the "Securities Act"), may use this Form to register an offering of securities under the Securities Act. It may register up to $10,000,000 of securities to be sold for cash, if it has not registered more than $10,000,000 in securities offerings in any continuous 12-month period, including the transaction being registered. In calculating the $10,000,000 ceiling, the issuer must include all offerings that were registered under the Securities Act, other than any amounts registered on Form S-8 (§ 239.16b). (b) A small business issuer also may use this Form to register concurrently under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 ("Exchange Act"). It may register under the Exchange Act any class of securities that are the subject of the offering it is registering under the Securities Act. To register, the small business issuer must check the appropriate box(es) on the cover page of this Form and identify which class(es) of securities it is registering under Section 12(b) or 12(g) of the Exchange Act. Note: The text of Form SB-1 does not and this amendment will not appear in the Code of Federal Regulations. U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM SB-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [AND OPTIONAL REGISTRATION PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934] (Amendment No. ___) _________________________________________________________ (Name of Small Business Issuer in its charter) ________________________________________________________________________ (Translation of Small Business Issuer's name into English, if applicable) _______________________________________________________________ (State or other jurisdiction of incorporation or organization) ________________________________________________________ (Primary Standard Industrial Classification Code Number) ______________________________________________ (I.R.S. Employer Identification Number) ________________________________________________________________________ (Address and telephone number of Registrant's principal executive offices) ________________________________________________________________________ (Address of principal place of business or intended principal place of business) __________________________________________________________ (Name, address and telephone number of agent for service) _______________________________________________________ (Web Site Address, if any) _____________________________________________ (E-mail Address, if any) * * * * * Approximate date of commencement of sales __________________________ If you include the Securities Act Rule 473(a) delaying legend on this registration statement when you first file it, and you are relying on Securities Act Rule 456(b) to delay payment of the registration fee, check the following box. [ ] If you do not include the Securities Act Rule 473(a) delaying legend on this registration statement when you first file it, or if you specifically state in a pre-effective amendment that this registration statement shall hereafter become effective in accordance with Section 8(a) of the Securities Act, check the following box. [ ] Note: If you check this box, you must pay the registration fee required by Section 6 of the Securities Act (unless previously paid) before the registration statement or pre-effective amendment will be considered filed. If you are filing this Form to register additional securities for an offering in accordance with Securities Act Rule 462(e), check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] _____________ If this Form is a post-effective amendment filed in accordance with Securities Act Rule 462(c) to re-start the 15-business-day period during which pricing must occur under Securities Act Rule 430A(a)(3) or to reflect a non-substantive change from, or addition to, the prospectus, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] _____________ If this Form is a post-effective amendment filed in accordance with Securities Act Rule 462(d) solely to add exhibits, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] _____________ If you are using this Form to register concurrently under Section 12(b) or 12(g) of the Exchange Act any class of securities that are the subject of the offering you are registering under the Securities Act, check the appropriate box and provide the information indicated below: [ ] Securities being registered pursuant to Exchange Act Section 12(b): Title of each class: Name of exchange on which listed: _______________________________ _______________________________ _______________________________ _______________________________ [ ] Securities being registered pursuant to Exchange Act Section 12(g): Title of each class: Name of market on which quoted: _______________________________ _______________________________ _______________________________ _______________________________ CALCULATION OF REGISTRATION FEE ----------------------------------------------------------------- Proposed Proposed Title of maximum maximum each offering aggregate Amount of class of Amount to price per offering registration securities be unit price fee to be registered registered Notes to the Fee Table: 1. Set forth any explanatory details relating to the fee table in footnotes to the table. 2. If the basis for calculating the fee is not evident from the information presented in this table, refer to the applicable provisions of Securities Act Rule 457 in a footnote. 3. If the fee is calculated under Rule 457(o), the "Amount to be registered" and the "Proposed maximum offering price per unit" need not appear in this table. 4. If any of the securities registered are not sold in connection with this offering, the registrant (or a qualifying wholly-owned subsidiary) may use the dollar amount of the fee paid with respect to the unsold securities to offset the total fee due on its subsequent registration statement. See Rule 457(p). When offsetting any part of the fee under Rule 457(p), the registrant must state the dollar amount being offset in a footnote to the fee table and must identify the file number of the registration statement and the amount and class of securities in connection with which the offsetting fee was previously paid. Use of Rule 457(p) to offset any fee automatically deregisters the securities in connection with which the fee was previously paid. The following delaying amendment is optional, but see Securities Act Rule 473 before omitting it: The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine. Disclosure alternative used (check one): Alternative 1 ___ Alternative 2 ___ GENERAL INSTRUCTIONS A. Use of Form and Place of Filing * * * * * 3. A small business issuer also may use this Form to register concurrently under Section 12(b) or 12(g) of the Exchange Act. It may register under the Exchange Act any class of securities that are the subject of the offering it is registering under the Securities Act. To register, the small business issuer must check the appropriate box(es) on the cover page of this Form and identify which class(es) of securities it is registering under Section 12(b) or 12(g). B. General Requirements * * * * * 3. If you are engaged in real estate, oil and gas, or mining activities, you should read the Industry Guides in Item 801 or Regulation S-K. Real estate entities should also read Items 1105 (Real Estate and Other Investment Activities) and 1106 (Description of Real Estate and Operating Data) of Regulation S- K. * * * * * H. Registration of Additional Securities 1. Under certain circumstances, a small business issuer may increase the size of an offering after the effective date through filing a short-form registration statement under Securities Act Rule 462(b) or 462(e). That type of registration statement may include only the following: (a) the facing page; (b) a statement that the earlier registration statement, identified by file number, is incorporated by reference; (c) any required opinions and consents; (d) the signature page; and (e) any price-related information omitted from the earlier registration statement in reliance on Securities Act Rule 430A, if the registrant so chooses. 2. The information contained in a Rule 462(b) or Rule 462(e) registration statement is deemed to be a part of the earlier effective registration statement as of the date of effectiveness of the Rule 462(b) or Rule 462(e) registration statement. 3. The small business issuer may incorporate by reference from the earlier registration statement any opinion or consent required in the Rule 462(b) or Rule 462(e) registration statement if: (a) the opinion or consent expressly allows that incorporation; and (b) the opinion or consent also relates to the Rule 462(b) or Rule 462(e) registration statement. Note to General Instruction H. You should read Securities Act Rule 411(c) regarding incorporation by reference of exhibits and Securities Act Rule 439(b) regarding incorporation by reference of consents. I. Free Writing Prospectus Information You should read Securities Act Rule 165. That rule permits the small business issuer and those acting on its behalf to use "free writing" offering materials that do not meet the requirements of Section 10 of the Securities Act. Those offering materials may be used after the small business issuer has filed that Section 10 prospectus with the Commission in the registration statement. If you use a prospectus in reliance on that Rule, you must file it when required to do so by Securities Act Rule 425. J. Concurrent Registration of Securities under Exchange Act 1. Registration on this Form of a class of securities under Exchange Act Section 12(b) shall become effective upon the later of: (a) receipt by the Commission of certification from the national securities exchange listed on the cover of this Form that the securities have been approved for listing; or (b) effectiveness of this registration statement. 2. Registration on this Form of a class of securities under Exchange Act Section 12(g) shall become effective automatically upon the earlier of (1) 60 days after the initial filing of this registration statement; or (2) the effectiveness of this registration statement. 3. If the registrant is required to file an annual report under Exchange Act Section 15(d) for its last fiscal year, it must file that annual report within the time period specified in the appropriate annual report form even if the Exchange Act registration becomes effective before the annual report is due. 4. The registrant must file at least one complete, signed copy of the registration statement with each exchange or market identified on the cover of this Form. * * * * * SIGNATURES The registrant hereby certifies that it meets all of the requirements for filing on Form SB-1. The registrant also certifies that it has duly caused and authorized the undersigned to sign this registration statement on its behalf. The undersigned certifies that he/she has read this registration statement and to his/her knowledge the registration statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (Registrant).......................................... By (Signature and Title).......................................... Date..................... The following persons certify that they have read this registration statement and to their knowledge the registration statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The following persons also certify that they are signing below on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title).......................................... Date..................... By (Signature and Title).......................................... Date..................... Signature Instructions. 1. The following persons, or persons performing similar functions, must sign the registration statement: (a) the small business issuer; (b) its principal executive officer or officers; (c) its principal financial officer; (d) its controller or principal accounting officer; and (e) at least the majority of its board of directors. 2. Where the small business issuer is a foreign issuer, its authorized representative in the United States also must sign the registration statement. 3. Where the small business issuer is a limited partnership, its general partner must sign. Where the general partner is a corporation, the majority of the board of directors of the corporate general partner must sign the registration statement. 4. Type or print the name and title of each person who signs the registration statement beneath the person's signature. Any person who occupies more than one of the specified positions must indicate each capacity in which that person signs the registration statement. See Securities Act Rule 402 concerning manual signatures and Item 601 of Regulation S-B concerning signatures pursuant to powers of attorney. 94. By revising § 239.10 and amending Form SB-2 by revising the title of the Form and the facing page, General Instruction A., General Instruction B.1. and B.2., and General Instruction C; by adding General Instructions B.4. and B.5., General Instruction D., General Instruction E., and General Instruction F.; by removing Items 9 - 11 and 15 - 23; by redesignating Items 12 and 13 as Items 9 and 10; by adding Items 11, 12 and 13; by redesignating Items 24 - 28 as Items 14 - 18; and by revising the Signatures section to read as follows: § 239.10 Form SB-2, optional Form for the registration under the Securities Act of 1933 of securities to be sold to the public by small business issuers, and for optional concurrent registration under the Securities Exchange Act of 1934. (a) A "small business issuer," as defined in § 230.405 of this chapter, may use this Form to register under the Securities Act of 1933 (15 U.S.C. 77a et. seq.) ("Securities Act") an offering of securities for cash. See also Item 10(a) of Regulation S-B (§ 228.10(a) of this chapter). (b) A small business issuer must file this registration statement in the Commission's Washington, D.C. office. (c) A small business issuer also may use this Form to register concurrently under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 ("Exchange Act"). It may register under the Exchange Act any class of securities that are the subject of the offering it is registering under the Securities Act. To register, the small business issuer must check the appropriate box(es) on the cover page of this Form and identify which class(es) of securities it is registering under Section 12(b) or 12(g) of the Exchange Act. Note: The text of Form SB-2 does not and this amendment will not appear in the Code of Federal Regulations. U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [AND OPTIONAL REGISTRATION PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934] (Amendment No. ___) _________________________________________________________ (Name of Small Business Issuer in its charter) ________________________________________________________________________ (Translation of Small Business Issuer's name into English, if applicable) _______________________________________________________________ (State or other jurisdiction of incorporation or organization) ________________________________________________________ (Primary Standard Industrial Classification Code Number) ______________________________________________ (I.R.S. Employer Identification Number) ________________________________________________________________________ (Address and telephone number of Registrant's principal executive offices) ________________________________________________________________________ (Address of principal place of business or intended principal place of business) __________________________________________________________ (Name, address and telephone number of agent for service) _______________________________________________ (Web Site Address, if any) _____________________________________ (E-mail Address, if any) * * * * * Approximate date of commencement of sales __________________________ If you include the Securities Act Rule 473(a) delaying legend on this registration statement when you first file it, and you are relying on Securities Act Rule 456(b) to delay payment of the registration fee, check the following box. [ ] If you do not include the Rule 473(a) delaying legend on this registration statement when you first file it, or if you specifically state in a pre-effective amendment that this registration statement shall hereafter become effective in accordance with Section 8(a) of the Securities Act, check the following box. [ ] Note: If you check this box, you must pay the registration fee required by Section 6 of the Securities Act (unless previously paid) before the registration statement or pre-effective amendment will be considered filed. If you are filing this Form to register additional securities for an offering in accordance with Securities Act Rule 462(e), check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] _____________ If this Form is a post-effective amendment filed in accordance with Securities Act Rule 462(c) to re-start the 15-business-day period during which pricing must occur under Securities Act Rule 430A(a)(3) or to reflect a non-substantive change from, or addition to, the prospectus, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] _____________ If this Form is a post-effective amendment filed in accordance with Securities Act Rule 462(d) solely to add exhibits, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] _____________ If you are using this Form to register concurrently under Section 12(b) or 12(g) of the Exchange Act any class of securities that are the subject of the offering you are registering under the Securities Act, check the appropriate box and provide the information indicated below: [ ] Securities being registered pursuant to Exchange Act Section 12(b): Title of each class: Name of exchange on which listed: _______________________________ ________________________________ _______________________________ ________________________________ [ ] Securities being registered pursuant to Exchange Act Section 12(g): Title of each class: Name of market on which quoted: _______________________________ ________________________________ _______________________________ ________________________________ CALCULATION OF REGISTRATION FEE ----------------------------------------------------------------- Proposed Proposed Title of maximum maximum each offering aggregate Amount of class of Amount to price per offering registration securities be unit price fee to be registered registered Notes to the Fee Table: 1. Set forth any explanatory details relating to the fee table in footnotes to the table. 2. If the basis for calculating the fee is not evident from the information presented in this table, refer to the applicable provisions of Securities Act Rule 457 in a footnote. 3. If the fee is calculated under Rule 457(o), the "Amount to be registered" and the "Proposed maximum offering price per unit" need not appear in this table. 4. If any of the securities registered are not sold in connection with this offering, the registrant (or a qualifying wholly-owned subsidiary) may use the dollar amount of the fee paid with respect to the unsold securities to offset the total fee due on its subsequent registration statement. See Rule 457(p). When offsetting any part of the fee under Rule 457(p), the registrant must state the dollar amount being offset in a footnote to the fee table and must identify the file number of the registration statement and the amount and class of securities in connection with which the offsetting fee was previously paid. Use of Rule 457(p) to offset any fee automatically deregisters the securities in connection with which the fee was previously paid. The following delaying amendment is optional, but see Securities Act Rule 473 before omitting it: The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine. GENERAL INSTRUCTIONS A. Use of Form and Place of Filing 1. A "small business issuer," as defined in § 230.405 of this chapter, may use this Form to register under the Securities Act of 1933 ("Securities Act") an offering of securities for cash. See also Item 10(a) of Regulation S-B. 2. A small business issuer must file this registration statement in the Commission's Washington, D.C. office. 3. A small business issuer also may use this Form to register concurrently under Section 12(b) or 12(g) of the Exchange Act. It may register under the Exchange Act any class of securities that are the subject of the offering it is registering under the Securities Act. To register, the small business issuer must check the appropriate box(es) on the cover page of this Form and identify which class(es) of securities it is registering under Section 12(b) or 12(g). B. General Requirements 1. If you are registering securities for the first time, you should be aware of Rule 463 under the Securities Act concerning sales of registered securities and the use of proceeds. 2. If you are engaged in real estate, oil and gas, or mining activities, you should read the Industry Guides in Item 801 of Regulation S-K. * * * * * 4. You should read Securities Act Rule 172. That Rule describes prospectus delivery obligations applicable to offerings registered on this Form. 5. If the offering registered on this Form relates to a blank check company, you should read Securities Act Rule 419. Among other things, that Rule contains additional disclosure requirements. C. Registration of Additional Securities 1. Under certain circumstances, a small business issuer may increase the size of an offering after the effective date through filing a short-form registration statement under Rule 462(b) or Rule 462(e). That type of registration statement may include only the following: (a) the facing page; (b) a statement that the earlier registration statement, identified by file number, is incorporated by reference; (c) any required opinions and consents; (d) the signature page; and (e) any price-related information omitted from the earlier registration statement in reliance on Rule 430A, if the registrant so chooses. 2. The information contained in a Rule 462(b) or Rule 462(e) registration statement is deemed to be a part of the earlier effective registration statement as of the date of effectiveness of the Rule 462(b) or Rule 462(e) registration statement. 3. The registrant may incorporate by reference from the earlier registration statement any opinion or consent required in the Rule 462(b) or Rule 462(e) registration statement if: (a) the opinion or consent expressly allows that incorporation; and (b) the opinion or consent also relates to the Rule 462(b) or Rule 462(e) registration statement. Note to General Instruction C. You should read Securities Act Rule 411(c) regarding incorporation by reference of exhibits and Securities Act Rule 439(b) regarding incorporation by reference of consents. D. Free Writing Prospectus Information You should read Securities Act Rule 165. That Rule permits the small business issuer and those acting on its behalf to use "free writing" offering materials that do not meet the requirements of Section 10 of the Act. Those offering materials may be used after the small business issuer has filed that Section 10 prospectus with the Commission in the registration statement. If you use a prospectus in reliance on that Rule, you must file it when required to do so by Securities Act Rule 425. E. Registrant Information -- Incorporation by Reference 1. Registrants Eligible to Incorporate by Reference. Unless otherwise provided in General Instruction E.2., a registrant will be eligible to use Items 11 and 12, instead of Item 13, of this Form if it meets the following requirements: (a) the registrant has a class of securities registered under Section 12(b) or 12(g) of the Exchange Act, or the registrant is required to file reports under Section 15(d) of the Exchange Act; (b) the registrant has been subject to the requirements of Section 12 or 15(d) of the Exchange Act for at least 24 full calendar months and any portion of a month immediately preceding the date of filing this Form; (c) the registrant has filed at least two annual reports under Section 13(a) or 15(d) of the Exchange Act; and (d) the registrant has filed in a timely manner all reports and materials required by Section 13(a), 14 or 15(d) of the Exchange Act for at least 12 full calendar months and any portion of a month immediately before the date of filing this Form. Note to General Instruction E.1.(d). If the registrant filed an Exchange Act Rule 12b-25 notice to delay filing any report (or portion of a report) during that time period, it must have filed the related report (or portion) within the time prescribed by Rule 12b-25. 2. Registrants Ineligible to Incorporate by Reference. A registrant must comply with Item 13 if it fails to meet any of the conditions of General Instruction E.1. or any of the following is true: (a) the registrant is a small business issuer that provided the "Information Required in Annual Report of Transitional Small Business Issuers" in its latest Form 10-KSB; (b) within 2 years before the date of filing this Form, the registrant was a development stage company that either: (1) had no specific business plan or purpose; or (2) indicated that its business plan was to engage in a merger or acquisition with an unidentified entity or entities; (c) within two years before the date of filing this Form, the registrant was a shell entity having few or no assets, earnings or operations; (d) the registrant is registering an offering of "penny stock" as defined in Exchange Act Rule 3a51-1 or has issued it in the two years prior to the date of filing this Form; (e) the registrant or any of its subsidiaries has, since the end of the last fiscal year for which the registrant included certified financial statements in an Exchange Act report: (1) failed to pay any dividend or sinking fund installment on preferred stock; (2) caused any other material delinquency with respect to preferred stock that was not cured within 30 days; or (3) defaulted on any payment of principal, interest, a sinking fund installment, a purchase fund installment or any other installment on indebtedness, or defaulted on any rental on a long-term lease, if such debt and lease defaults in the aggregate are material; (f) the independent accountant that examined the registrant's financial statements for the most recent fiscal year expressed in its report substantial doubt about the registrant's ability to continue as a going concern; (g) within three years before the date of filing, a petition under the federal bankruptcy laws or any state insolvency law was filed by or against the registrant, or a court appointed a receiver, fiscal agent or similar officer with respect to the business or property of the registrant. If true, however, this would not disqualify the registrant if it has filed an annual report with audited financial statements subsequent to its emergence from that bankruptcy, insolvency or receivership process; (h) within five years before the date of filing, the registrant, any executive officer, director or general partner of the registrant or person nominated to any of those positions, or its underwriter was convicted of any felony or misdemeanor described in clauses (i) through (iv) of Section 15(b)(4)(B) of the Exchange Act; (i) within five years before the date of filing, the registrant, any executive officer, director or general partner of the registrant or person nominated to any of those positions, or its underwriter was made the subject of a judicial or administrative decree or order arising out of a governmental action that: (1) prohibits future violations of any antifraud provision of the securities laws or Section 5 of the Securities Act; (2) requires that the registrant, any executive officer, director or general partner of the registrant or person nominated to any of those positions, or its underwriter cease and desist from violating any antifraud provision of the securities laws or from violating Section 5 of the Securities Act; or (3) determines that the registrant, any executive officer, director or general partner of the registrant or person nominated to any of those positions, or underwriter violated any antifraud provision of the securities laws or Section 5 of the Securities Act; and (j) the registrant would incorporate by reference into its Form SB-2 registration statement a report under the Exchange Act that: (1) the Commission, after review, requested that the registrant amend in accordance with its comments; and (2) either the registrant did not amend the report or, in the Commission's judgment, did not amend the report in accordance with the Commission's comments. 3. Successor Registrants. We will deem a successor registrant to have satisfied the eligibility requirements of General Instruction E.1. of this Item if it satisfies either of the following requirements: (a)(1) taken together, the registrant and its predecessor meet the eligibility requirements in General Instruction B.1. of this Item; (2) the primary purpose of the succession was to change the state of incorporation of the predecessor or to form a holding company for the predecessor; and (3) the assets and liabilities of the successor at the time of succession are substantially similar to those of the predecessor; or (b) the predecessor met the eligibility requirements of General Instruction E.1. at the time of succession and the registrant continues to meet those requirements since the succession. 4. Reporting Companies Recently Entering the Small Business Disclosure System. (a) If the small business issuer meets the requirements of General Instruction E.1. and its latest annual report was filed on Form 10-K or Form 20-F (rather than Form 10-KSB), it may use Items 11 and 12 and incorporate that annual report. The annual report on Form 10-K or 20-F must be updated by the Form 10-QSB for its most recent quarter. See Item 10(a)(2) of Regulation S-B which explains when and how a reporting company may enter the small business disclosure system. (b) If a Canadian small business issuer incorporates an annual report on Form 20-F that includes financial statements prepared and presented under Item 17 of Form 20-F, it must include in the prospectus financial statements prepared and presented under Item 18 of Form 20-F unless otherwise permitted under Note 2 of Item 310 of Regulation S-B. (c) If the small business issuer chooses not to incorporate information from its latest annual report on Form 10-K or 20-F, it must provide the information required by Item 13. Item 13 requires disclosure based upon Regulation S-B, including Item 310 financial statements. F. Concurrent Registration of Securities under the Exchange Act 1. Registration on this Form of a class of securities under Exchange Act Section 12(b) shall become effective upon the later of: (a) receipt by the Commission of certification from the national securities exchange listed on the cover of this Form that the securities have been approved for listing; or (b) effectiveness of this registration statement. 2. Registration on this Form of a class of securities under Exchange Act Section 12(g) shall become effective automatically upon the earlier of (1) 60 days after the initial filing of this registration statement; or (2) the effectiveness of this registration statement. 3. If the registrant is required to file an annual report under Exchange Act Section 15(d) for its last fiscal year, it must file that annual report within the time period specified in the appropriate annual report form even if the Exchange Act registration becomes effective before the annual report is due. 4. The registrant must file at least one complete, signed copy of the registration statement with each exchange or market identified on the cover of this Form. * * * * * Item 11. Information Required for Seasoned Form SB-2 Companies. If you meet the requirements of General Instruction E.1. of this Form and elect to comply with this Item and Item 12 (instead of Item 13), you must: (a) Annual Report. Deliver together with the prospectus a copy of your latest annual report filed pursuant to Section 13(a) or 15(d) of the Exchange Act. (b) Canadian Annual Report. If you are a Canadian small business issuer and you incorporate an annual report on Form 20-F that includes financial statements prepared and presented pursuant to Item 17 of Form 20-F, include in the prospectus financial statements prepared and presented pursuant to Item 18 of Form 20-F. Notes to Item 11(b). 1. You must state in the prospectus that it is accompanied by that annual report. 2. Canadian small business issuers: You may not satisfy this obligation by delivering an annual report on Form 40-F. 3. Canadian small business issuers: You do not need to include financial statements that comply with Item 18 of Form 20-F if the only securities offered are those listed in paragraphs (a) through (c) of Note 2 of Item 310 of Regulation S-B. (c) Quarterly Information. Provide the information required by Part I of Form 10-QSB for the most recent fiscal quarter following the fiscal year covered by the annual report delivered pursuant to this Item. You must either: (1) include that information in the prospectus; or (2) deliver together with the prospectus a copy of your latest Form 10-QSB. Notes to Item 11(c). 1. If your Form 10-QSB for the most recent quarter is not due to be filed before effectiveness of the registration statement, it may provide the information for the previous fiscal quarter to satisfy Item 11(c). For this purpose, the due date is calculated without reference to the extension provided by Exchange Act Rule 12b-25. 2. If you deliver your latest Form 10-QSB, you must state in the prospectus that it is accompanied by that report. (d) Financial statements and information. If not included in your latest annual report delivered to investors pursuant to this Item, provide: (1) financial statements and information required by Items 310(c) - (e) of Regulation S-B; (2) restated financial statements prepared in accordance with or reconciled to U.S. GAAP where: (i) after the end of its most recent fiscal year, the registrant consummated one or more business combinations accounted for by the pooling of interests method of accounting; and (ii) the acquired businesses, considered in the aggregate, are significant pursuant to Item 310(c) of Regulation S-B; (3) restated financial statements prepared in accordance with or reconciled to U.S. GAAP, if a change in accounting principles or correction of an error required a material retroactive restatement of financial statements; (4) disclosure required by Item 310(b)(2)(v) of Regulation S-B regarding any material accounting change; or (5) financial information required by Item 310(b)(2)(iv) of Regulation S-B regarding a significant disposition or purchase business combination; Instruction to Item 11(d). You may incorporate by reference into the effective registration statement the information required by paragraph (d) of Item 11. If you incorporate it, you must deliver it together with the prospectus. (e) Material changes. Describe any material changes in your affairs which occurred since the end of the latest fiscal year covered by the annual report and which were not described in an Exchange Act Report that was delivered with the prospectus. Instructions to Item 11. 1. You must deliver the information required by this Item with the first preliminary prospectus you deliver. You do not need to redeliver those documents with any later prospectus sent to the same person. 2. Any reports the registrant delivers together with the prospectus pursuant to this Item must be delivered without charge to the investor. Item 12. Incorporation of Certain Information by Reference for Seasoned Form SB-2 Companies. If you provide information pursuant to Item 11 of this Form: (a) You must incorporate by reference into the prospectus that is part of the effective registration statement: (1) Your latest annual report filed in accordance with Section 13(a) or 15(d) of the Exchange Act that contains audited financial statements; and Note to Item 12(a)(1). Canadian small business issuers: You may not satisfy this obligation by incorporating an annual report on Form 40-F. (2) All other reports you filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report incorporated in this Form; Instructions to Item 12(a). 1. List in the prospectus that is part of the effective registration statement all documents filed prior to effectiveness that are incorporated by reference. 2. You should read Rule 439 regarding consent to the use of material incorporated by reference. (b) You must provide the following undertakings in the prospectus: (1) that you will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any information that has been incorporated by reference in the prospectus but not delivered with the prospectus; (2) that you will provide this information upon written or oral request; (3) that you will provide this information at no cost to the requester; (4) that you will send a copy of information incorporated by reference into the prospectus but not delivered with it within one business day of any request for that information; (5) that you will send these incorporated documents in a manner that should result in delivery within three business days; and (6) the name, address and telephone number to which the request for this information must be made is: [fill in information]. Notes to Item 12(b). 1. The undertaking covers all documents incorporated by reference through the date of responding to the request. 2. If you send any of the information that is incorporated by reference in the prospectus to security holders, you must also send any exhibits that are specifically incorporated by reference in that information. (c) In the prospectus you must: (1) identify the reports and other information that you file with the Commission; (2) state that the public: (i) may read and copy materials you file with the Commission at the Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549; and (ii) may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330; and (3) if you are an electronic filer, state that the Commission maintains an Internet web site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission and state the address of that site (http://www.sec.gov). You are encouraged to give your Internet web site address, if available. Item 13. Information Required for all Other Small Business Issuer Registrants. If you do not provide information in accordance with Item 10 or Items 11 and 12, you must provide the following information: (a) Description of Business. Item 101 of Regulation S-B; (b) Description of Property. Item 102 of Regulation S-B; (c) Legal Proceedings. Item 103 of Regulation S-B; (d) Market for Common Stock and Related Stockholder Matters. Item 201 of Regulation S-B; (e) Financial Statements. Item 310 of Regulation S-B; (f) Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. Item 304 of Regulation S-B; (g) Management's Discussion and Analysis or Plan of Operation. Item 303 of Regulation S-B; (h) Directors, Executive Officers, Promoters and Control Persons. Item 401 of Regulation S-B; (i) Executive Compensation. Item 402 of Regulation S-B; (j) Security Ownership of Certain Beneficial Owners and Management. Item 403 of Regulation S-B; and (k) Certain Relationships and Related Transactions. Item 404 of Regulation S-B. * * * * * SIGNATURES The registrant hereby certifies that it meets all of the requirements for filing on Form SB-2. The registrant also certifies that it has duly caused and authorized the undersigned to sign this registration statement on its behalf. The undersigned certifies that he/she has read this registration statement and to his/her knowledge the registration statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (Registrant).......................................... By (Signature and Title).......................................... Date..................... The following persons certify that they have read this registration statement and to their knowledge the registration statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The following persons also certify that they are signing below on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title).......................................... Date..................... By (Signature and Title).......................................... Date..................... Signature Instructions. 1. The following persons, or persons performing similar functions, must sign the registration statement: (a) the small business issuer; (b) its principal executive officer or officers; (c) its principal financial officer; (d) its controller or principal accounting officer; and (e) at least the majority of its board of directors. 2. Where the small business issuer is a foreign issuer, its authorized representative in the United States also must sign the registration statement. 3. Where the small business issuer is a limited partnership, its general partner must sign. Where the general partner is a corporation, the majority of the board of directors of the corporate general partner must sign the registration statement. 4. Type or print the name and title of each person who signs the registration statement beneath the person's signature. Any person who occupies more than one of the specified positions must indicate each capacity in which that person signs the registration statement. See Securities Act Rule 402 concerning manual signatures and Item 601 of Regulation S-B concerning signatures pursuant to powers of attorney. 95. By revising § 239.11 and adding Form SB-3 to read as follows: § 239.11 Form SB-3, for registration under the Securities Act of 1933 of securities issued by small business issuers in business combination transactions. Small business issuers must use this Form for registration under the Securities Act of 1933 (15 U.S.C. 77a et. seq.) of offerings of securities: (a) In a transaction of the type specified in paragraph (a) § 230.145 of this chapter; (b) In a merger in which the applicable law would not require the solicitation of the votes or consents of all of the security holders of the company being acquired; (c) In an exchange offer for securities of the issuer or another entity; (d) In a public reoffering or resale of any securities acquired pursuant to this registration statement; or (e) In more than one of the kinds of transactions listed in paragraphs (a) through (d) of this section registered on one registration statement. Note: The text of Form SB-3 will not appear in the Code of Federal Regulations. U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM SB-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________________________________________ (Exact name of Registrant as specified in its charter) ________________________________________________________________ (Translation of Registrant's name into English, if applicable) _______________________________________________________________ (State or other jurisdiction of incorporation or organization) ______________________________________________ (I.R.S. Employer Identification Number) ____________________________________________________________________________ (Address and telephone number of Registrant's principal executive offices) _______________________________________________________________________ (Name, address and telephone number of Registrant's agent for service) _______________________________________________________ (Web Site Address, if any) _____________________________________________ (E-mail Address, if any) If you include the Securities Act Rule 473(a) delaying legend on this registration statement when you first file it, and you are relying on Securities Act Rule 456(b) to delay payment of the registration fee, check the following box. [ ] If you do not include the Rule 473(a) delaying legend on this registration statement when you first file it, or if you specifically state in a pre-effective amendment that this registration statement shall hereafter become effective in accordance with Section 8(a) of the Securities Act, check the following box. [ ] Note: If you check this box, you must pay the registration fee required by Section 6 of the Securities Act (unless previously paid) before the registration statement or pre-effective amendment will be considered filed. If you are filing this Form to register additional securities for an offering in accordance with Rule 462(e) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] _____________ If you are using this Form to register concurrently under Section 12(b) or 12(g) of the Exchange Act any class of securities that are the subject of the offering you are registering under the Securities Act, check the appropriate box and provide the information indicated below: [ ] Securities being registered pursuant to Exchange Act Section 12(b): Title of each class: Name of exchange on which listed: _______________________________ _______________________________ _______________________________ _______________________________ [ ] Securities being registered pursuant to Exchange Act Section 12(g): Title of each class: Name of market on which quoted: _______________________________ _______________________________ _______________________________ _______________________________ CALCULATION OF REGISTRATION FEE ----------------------------------------------------------------- Proposed Proposed Title of maximum maximum each offering aggregate Amount of class of Amount to price per offering registration securities be unit price fee to be registered registered Notes to the Fee Table: 1. Set forth any explanatory details relating to the fee table in footnotes to the table. 2. If the basis for calculating the fee is not evident from the information presented in this table, refer to the applicable provisions of Securities Act Rule 457 in a footnote. 3. If the fee is calculated under Rule 457(o), the "Amount to be registered" and the "Proposed maximum offering price per unit" need not appear in this table. 4. If any of the securities registered are not sold in connection with this offering, the registrant (or a qualifying wholly-owned subsidiary) may use the dollar amount of the fee paid with respect to the unsold securities to offset the total fee due on its subsequent registration statement. See Rule 457(p). When offsetting any part of the fee under Rule 457(p), the registrant must state the dollar amount being offset in a footnote to the fee table and must identify the file number of the registration statement and the amount and class of securities in connection with which the offsetting fee was previously paid. Use of Rule 457(p) to offset any fee automatically deregisters the securities in connection with which the fee was previously paid. GENERAL INSTRUCTIONS I. Rules as to Use of Form SB-3. A. A "small business issuer" as defined in Securities Act Rule 405 may use this Form to register an offering under the Securities Act of 1933 ("Securities Act") that is: 1. a transaction of the type specified in Securities Act Rule 145(a); 2. a merger in which the applicable law would not require the solicitation of the votes or consents of all of the security holders of the company being acquired; 3. an exchange offer for securities of the issuer or another entity; 4. a public reoffering or resale of any securities acquired pursuant to this registration statement; or 5. more than one of the kinds of transactions listed in paragraphs 1. through 4. registered on one registration statement. B. You also may use this Form to register concurrently under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 ("Exchange Act"). You may register any class of securities that are the subject of the offering you are registering under the Securities Act. To register, you must check the appropriate box(es) on the cover page of this Form and identify which class(es) of securities it is registering under Section 12(b) or 12(g) of the Exchange Act. C. You may not use this Form if you are a registered investment company or a business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940. II. Registrant Information. Provide information about the registrant as follows: A. Transitional Small Business Issuer Registrants. A registrant may comply with either Item 10(b) or (c) of this Form, as applicable, if it meets the following requirements: 1. it is a reporting company under the Exchange Act; 2. it provided the disclosure required by Alternative 1 or 2 of "Information Required in Annual Report of Transitional Small Business Issuers" in its most recent Form 10-KSB; and 3. it is eligible to use Form SB-1. B. Seasoned Form SB-2 Registrants. If the registrant meets the requirements of General Instruction E.1. of Form SB-2, it must comply with: 1. Items 11 and 12 of this Form; or 2. Item 13 of this Form. C. All Other Small Business Issuer Registrants. All other small business issuer registrants, including transitional small business issuers that choose not to rely on Item 10, must comply with Item 13 of this Form. III. Information With Respect to the Company Being Acquired. Provide information about the company being acquired (which includes any entity whose securities are to be exchanged for securities of the registrant) as follows: A. Transitional Small Business Issuers. If the company being acquired is a transitional small business issuer that meets the requirements of General Instruction II.A.1., it may provide the information required by either Item 14 or 16 of this Form. B. Seasoned Form SB-2 Companies. If the company being acquired meets the requirements of General Instruction E.1. of Form SB-2, provide the information required by: 1. Item 15 of this Form; or 2. Item 16 of this Form. C. All Other Small Business Issuers. For all other small business issuers being acquired, provide the information required by Item 16 of this Form. D. Form B Companies. If the company being acquired meets the requirements of General Instructions I.B. and I.C.1. of Form B, provide information in accordance with: 1. Item 17 of this Form; 2. Item 18 of this Form; or 3. Item 19 of this Form. E. Seasoned Form A Companies. If the company being acquired meets the requirements of General Instruction II. of Form A, provide information in accordance with: 1. Item 18 of this Form; or 2. Item 19 of this Form. F. All Other Companies. For all other companies being acquired, provide information in accordance with Item 19 of this Form. IV. Securities Act Rules and Regulations. You should read the rules and regulations under the Securities Act (Part 230 of Title 17 of the Code of Federal Regulations), particularly Regulation C. That Regulation contains general requirements regarding the preparation and filing of registration statements. V. Free Writing Prospectus Information. A. You should read Securities Act Rule 166. That Rule permits a registrant to make offers prior to filing a Form SB-3 registration statement. If you use a prospectus in reliance on that Rule, you must file that prospectus when required to do so by Securities Act Rule 425. B. You should read Securities Act Rule 165. That Rule permits the use of "free writing" offering materials that do not meet the requirements of Section 10 of the Act. If you use a prospectus in reliance on Rule 165, you must file it when required to do so by Securities Act Rule 425. VI. U.S. and Foreign Companies Being Acquired. A. As used in this Form, "larger U.S. company being acquired" includes all entities being acquired other than U.S. small business issuers, foreign governments and foreign private issuers. B. As used in this Form, "larger foreign company being acquired" includes only entities being acquired that are foreign private issuers. It does not include Canadian small business issuers. C. "Foreign private issuer" is defined in Rule 405 of Regulation C. D. "Small business issuer being acquired" includes only those entities being acquired that are small business issuers, as defined in Rule 405. VII. Interaction With the Exchange Act. A. If Regulation 14A or 14C under the Exchange Act applies to the transaction registered on this Form: 1. the prospectus may be in the form of a proxy statement or information statement; 2. the prospectus must contain the information required by this Form in lieu of that required by Schedule 14A or 14C; and 3. material filed as a part of the registration statement shall be deemed filed also for purposes of Regulation 14A or 14C, as applicable. B. If neither Regulation 14A nor 14C applies to the transaction registered on this Form, any proxy or information statement material sent to security holders must be filed prior to use as a part of the effective registration statement. C. If you are registering an offering that is subject to Section 13(e), 14(d) or 14(e) of the Exchange Act, the provisions of those sections and the rules and regulations thereunder shall apply to the transaction in addition to the provisions of this Form. VIII. Business Combinations Effected on a Delayed Basis. A. A registrant may use this Form to register a transaction that will be effected on a delayed basis under Securities Act Rule 415(a)(1)(viii). In that event, it need only furnish information about the contemplated transaction and the company being acquired to the extent practicable as of the effective date of the registration statement. It must file a post-effective amendment to include the remaining required information about the transaction and the company being acquired in the registration statement. B. A registrant may use this Form to register a transaction that would qualify for an exemption from Section 5 of the Securities Act but for the proximity in time of other similar transactions. In that event, the registrant need only file a prospectus supplement to provide the required information about the transaction and the company being acquired. C. A registrant may register two or more classes of securities on this Form that it will offer on a delayed or continuous basis pursuant to Rule 415(a)(1)(viii). IX. Roll-Up Transactions. A. Roll-up transactions (as defined in Item 901(c) of Regulation S-K) may be registered on this Form. In that event, the small business issuer registrant must comply with the disclosure requirements of Subpart 900 of Regulation S-K. To the extent that the disclosure requirements of Subpart 900 are inconsistent with those in this Form, the requirements of Subpart 900 control. B. If the registrant registers a roll-up transaction on this Form, special prospectus delivery requirements apply. See Securities Act Rule 172(e). C. The proxy rules and Exchange Act Rule 14e-7 of the tender offer rules contain provisions specifically applicable to roll-up transactions. Those provisions apply whether or not the entities involved have registered securities pursuant to Section 12 of the Exchange Act. X. Registration of Additional Securities. A. Under certain circumstances, a small business issuer may increase the size of an offering after the effective date through filing a short-form registration statement under Securities Act Rule 462(b) or Rule 462(e). That type of registration statement may include only the following: 1. the facing page; 2. a statement that the earlier registration statement, identified by file number, is incorporated by reference; 3. any required opinions and consents; 4. the signature page; and 5. any price-related information omitted from the earlier registration statement in reliance on Securities Act Rule 430A, if the registrant so chooses. B. The information contained in a Rule 462(b) or Rule 462(e) registration statement is deemed to be a part of the earlier effective registration statement as of the date of effectiveness of the Rule 462(b) or Rule 462(e) registration statement. C. The registrant may incorporate by reference from the earlier registration statement any opinion or consent required in the Rule 462(b) or Rule 462(e) registration statement if: 1. the opinion or consent expressly allows that incorporation; and 2. the opinion or consent also relates to the Rule 462(b) or Rule 462(e) registration statement. Note to General Instruction X. You should read Securities Act Rule 411(c) regarding incorporation by reference of exhibits and Securities Act Rule 439(b) regarding incorporation by reference of consents. XI. Concurrent Registration of Securities under the Exchange Act. A. Registration on this Form of a class of securities under Exchange Act Section 12(b) shall become effective upon the later of: 1. receipt by the Commission of certification from the national securities exchange listed on the cover of this Form that the securities have been approved for listing; or 2. effectiveness of this registration statement. B. Registration on this Form of a class of securities under Exchange Act Section 12(g) shall become effective automatically upon the earlier of (1) 60 days after the initial filing of this registration statement; or (2) the effectiveness of this registration statement. C. If the registrant is required to file an annual report under Exchange Act Section 15(d) for its last fiscal year, it must file that annual report within the time period specified in the appropriate annual report form even if the Exchange Act registration becomes effective before the annual report is due. D. The registrant must file at least one complete, signed copy of the registration statement with each exchange or market identified on the cover to this Form. PART I INFORMATION REQUIRED IN THE PROSPECTUS A. INFORMATION ABOUT THE TRANSACTION Item 1. Front of Registration Statement and Front Cover of Prospectus. Provide the information required by Item 501 of Regulation S-B. Item 2. Inside Front and Outside Back Cover Pages of Prospectus. (a) Provide the information required by Item 502 of Regulation S-B. (b) If you incorporate information by reference into the prospectus, state on the inside front cover page: (1) that the prospectus incorporates by reference important business and financial information about the company that is not delivered with it; (2) that this information is available without charge to any person, including any beneficial owner, upon written or oral request; (3) that you will send those incorporated documents in a manner that should result in delivery within three business days of the request; (4) the name, address and telephone number to which persons must make this request; and (5) that to obtain timely delivery, persons must request this information no later than ____ [specify date five business days before the date on which the final investment decision must be made. You must highlight this statement by print type or otherwise. Instruction to Item 2. 1. The undertaking covers all documents incorporated by reference through the date of responding to the request. 2. If you send any of the information that is incorporated by reference in the prospectus, you also must send any exhibits that are specifically incorporated by reference in that information. 3. If information is incorporated by reference in any document you are sending to a security holder upon request, you also must send the information incorporated by reference. Item 3. Prospectus Summary and Other Information. In the forepart of the prospectus, provide a summary of the information contained in the prospectus as described in Item 503(a) of Regulation S-B and the following information: (a) Contact information. The name, complete mailing address and telephone number of the principal executive offices of the registrant and the company being acquired; (b) Risk factors. The information required by Item 503(c) of Regulation S-B; (c) Ratio of earnings to fix charges. The information required by Item 503(d) of Regulation S-K; (d) Business conducted. A brief description of the general nature of the business conducted by the registrant and by the company being acquired; (e) Transaction being registered. A brief description of the transaction in which the securities being registered will be offered; (f) Selected financial data. The selected financial data required by Item 301 of Regulation S-K for larger U.S. companies being acquired and Item 8 of Form 20-F for larger foreign companies being acquired. To the extent this information is required to be presented in the prospectus pursuant to other Items of this Form, it need not be presented pursuant to this Item; (g) Pro forma selected financial data. If material, the information required by Item 310 of Regulation S-B for the registrant showing the pro forma effect of the transaction. To the extent the information is required to be presented in the prospectus pursuant to other Items of this Form, it need not be presented pursuant to this Item; (h) Pro forma information. In a table designed to facilitate comparison, historical and pro forma per share data of the registrant and historical and equivalent pro forma per share data of the company being acquired for the following items: (1) book value per share as of the dates financial data is presented; (2) cash dividends declared per share for the periods for which financial data is presented; and (3) income (loss) per share from continuing operations for the periods for which financial data is presented. Instructions to Item 3(g) and 3(h). 1. For a business combination accounted for as a purchase, present the financial information required by paragraphs (g) and (h) only for the most recent fiscal year and interim period. For a business combination accounted for as a pooling, present the financial information required by paragraphs (g) and (h) (except for information with regard to book value) for the most recent two fiscal years and interim period. For purposes of these paragraphs, book value information need only be provided for the most recent balance sheet date. 2. Provide the per share data of the registrant and the company being acquired as of the dates that, or for the periods for which, financial data is presented pursuant to the applicable requirements of: (a) Item 310 of Regulation S-B for small business issuer registrants and companies being acquired that are small business issuers; (b) Item 301 of Regulation S-K for larger U.S. companies being acquired; and (c) Item 8 of Form 20-F for larger foreign companies being acquired; 3. Calculate the equivalent pro forma per share amounts for one share of the company being acquired by multiplying the exchange ratio times each of: (a) the pro forma income (loss) per share before non-recurring charges or credits directly attributable to the transaction; (b) the pro forma book value per share; and (c) the pro forma dividends per share of the registrant. 4. Larger foreign companies: Instruction 7 to Item 8 of Form 20-F is applicable to the financial information presented hereunder to the extent that this Form requires reconciliation of financial statements of foreign private issuers to U.S. GAAP and Regulation S-X. (i) Market value of securities. In a table designed to facilitate comparison, the market value of securities of the company being acquired (on a historical and equivalent per share basis) and the market value of the securities of the registrant (on an historical basis) as of the day before the date the public announcement of the proposed transaction. If no such public announcement was made, as of the day before the date the agreement with respect to the transaction was entered into; (j) Affiliates' voting shares. With respect to the registrant and the company being acquired, a brief statement comparing the percentage of outstanding shares entitled to vote held by directors, executive officers and their affiliates. State the vote required for approval of the proposed transaction; (k) Regulatory approval. A statement as to whether any regulatory requirements must be complied with or approval must be obtained in connection with the transaction, and if so, the status of such compliance or approval; (l) Dissenters' rights. A statement about whether or not dissenters' rights of appraisal exist, including a cross-reference to the information provided pursuant to Item 20 or 21 of this Form; and (m) Tax consequences. A brief statement about the tax consequences of the transaction or, if appropriate, a cross-reference to the information provided pursuant to Item 4 of this Form. Item 4. Terms of the Transaction. (a) Provide a summary of the material features of the proposed transaction. The summary shall include, where applicable: (1) the information required by paragraphs (a)(1) and (a)(2) of Regulation M-A (§ 229.1004(a)(1) and (a)(2) of this chapter) and (2) where not organized in the same country, a discussion of any material differences in the corporate laws applicable to the company being acquired and to the surviving entity. The discussion should include, but not necessarily be limited to: corporate governance, board structure, quorums, class action suits, shareholder derivative suits, rights to inspect corporate books and records, rights to inspect the shareholder list and rights of directors and officers to obtain indemnification from the company. (b) If a report, opinion or appraisal materially relating to the transaction has been received from an outside party and such report, opinion or appraisal is referred to in the prospectus, provide the information called for by Item 1015(b) of Regulation M-A (§ 229.1015(b) of this chapter). (c) Incorporate the acquisition agreement by reference into the prospectus. Item 5. Pro Forma Financial Information. Provide the financial information required by Item 310(d) of Regulation S-B with respect to this transaction. Instructions. 1. Present any Item 310(d) information required by the other Items of this Form (where not incorporated by reference) together with the information provided under this Item. In presenting this information, you must clearly distinguish between this transaction and any other one. 2. You need only show the pro forma effect that the registered transaction has on any pro forma financial information that: (i) is incorporated by reference; and (ii) reflects all prior transactions. Item 6. Material Contacts with the Company Being Acquired. Provide the information required by Items 1005(b) and 1011(a) of Regulation M-A (§ 229.1005(b) and § 229.1011(a) of this chapter) for the registrant or its affiliates and the company being acquired or its affiliates. The information provided only need cover the periods for which financial statements are presented or incorporated by reference into this Form. Item 7. Additional Information Required for Reoffering by Persons Deemed to be Underwriters. If any person who is deemed to be an underwriter of the securities is reoffering any of the securities to the public, provide the following information in the prospectus prior to its use for the reoffer: (a) The information required by Item 507 of Regulation S-B; (b) Information with respect to the consummation of the transaction in which the securities were acquired; and (c) A description of any material change in the registrant's affairs that occurred after the transaction in which the securities were acquired. Note to Item 7. You should read Item 512(g) of Regulation S-K regarding undertakings required in reoffering registration statements. Item 8. Interests of Named Experts and Counsel. Provide the information required by Item 509 of Regulation S-B. Item 9. Disclosure of Commission Position on Indemnification for Securities Act Liabilities. Provide the information required by Item 510 of Regulation S-B. B. INFORMATION ABOUT THE REGISTRANT Item 10. Information Required for Transitional Small Business Issuers. (a) The registrant may rely upon either paragraph (b) or (c), as applicable, of this Item (instead of Item 13), if it meets all of the following requirements: (1) it is a reporting company under the Exchange Act; (2) it relied upon Alternative 1 or 2 of "Information Required in Annual Report of Transitional Small Business Issuers" in its most recent Form 10-KSB; and (3) it is eligible to use Form SB-1. (b) A registrant that meets the requirements of paragraph (a) of this Item and relied upon Alternative 1 in its most recent Form 10-KSB may provide the information required by: (1) Offering Circular Model A of Form 1-A. Questions 3, 4, 11, 43 and 47-50; (2) Market for Common Equity and Related Stockholder Matters. If common equity securities are being issued, Item 201 of Regulation S-B; (3) Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. Item 304 of Regulation S-B; and (4) Financial Statements. Item 310 of Regulation S-B. (c) A registrant that meets the requirements of paragraph (a) of this Item and relied upon Alternative 2 in its most recent Form 10-KSB may provide the information required by: (1) Offering Circular Model B of Form 1-A. Items 6 and 7; (2) Legal Proceedings. Item 103 of Regulation S-B; (3) Market for Common Equity and Related Stockholder Matters. If the registrant is issuing common equity securities, Item 201 of Regulation S-B; (4) Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. Item 304 of Regulation S-B; and (5) Financial Statements. Item 310 of Regulation S-B. Item 11. Information Required for Seasoned Form SB-2 Companies. If you meet the requirements of General Instruction E.1. of Form SB-2 and elect to comply with this Item and Item 12 (instead of Item 13), you must: (a) Annual Report. Deliver together with the prospectus a copy of your latest annual report filed pursuant to Section 13(a) or 15(d) of the Exchange Act; (b) Canadian Annual Report. If you are a Canadian small business issuer and you incorporate an annual report on Form 20-F that includes financial statements prepared and presented pursuant to Item 17 of Form 20-F, include in the prospectus financial statements prepared and presented pursuant to Item 18 of Form 20-F. Notes to Item 11(a) and (b). 1. You must state in the prospectus that it is accompanied by that annual report. 2. Canadian small business issuers: You may not satisfy the requirement to deliver an annual report with an annual report on Form 40-F. 3. Canadian small business issuers: You do not need to include financial statements that comply with Item 18 of Form 20-F if the only securities offered are those listed in paragraphs (a) through (c) of Note 2 of Item 310 of Regulation S-B. (c) Quarterly Information. Provide the information required by Part I of Form 10-QSB for the most recent fiscal quarter following the fiscal year covered by the annual report delivered pursuant to this Item. You must either: (1) include that information in the prospectus; or (2) deliver together with the prospectus a copy of your latest Form 10-QSB; Notes to Item 11(c): 1. If your Form 10-QSB for the most recent quarter is not due to be filed before effectiveness of the registration statement, you may provide the information for the previous fiscal quarter to satisfy Item 11(c). For this purpose, the due date is calculated without reference to the extension provided by Exchange Act Rule 12b-25. 2. If you deliver your latest Form 10-QSB, you must state in the prospectus that it is accompanied by that report. (d) Financial statements and information. If not included in your latest annual report delivered to investors pursuant to this Item, provide: (1) financial statements and information required by Items 310(c) - (e) of Regulation S-B; (2) restated financial statements prepared in accordance with or reconciled to U.S. GAAP where: (i) after the end of its most recent fiscal year, the registrant consummated one or more business combinations accounted for by the pooling of interests method of accounting; and (ii) the acquired businesses, considered in the aggregate, are significant pursuant to Item 310(c) of Regulation S-B; (3) restated financial statements prepared in accordance with or reconciled to U.S. GAAP, if a change in accounting principles or correction of an error required a material retroactive restatement of financial statements; (4) disclosure required by Item 310(b)(2)(v) of Regulation S-B regarding any material accounting change; or (5) financial information required by Item 310(b)(2)(iv) of Regulation S-B regarding a significant disposition or purchase business combination. Instruction to Item 11(d). You may incorporate by reference into the effective registration statement the information required by paragraph (d) of Item 11. If you incorporate it, you must deliver it together with the prospectus. (e) Material Changes. Describe any material changes in your affairs that occurred since the end of the latest fiscal year covered by the annual report and were not described in an Exchange Act report that was delivered with the prospectus. Instructions to Item 11: 1. You must deliver the information required by this Item with the first preliminary prospectus you deliver. You do not need to redeliver those documents with any later prospectus sent to the same person. 2. Any reports the registrant delivers together with the prospectus pursuant to this Item must be delivered without charge to the investor. Item 12. Incorporation of Certain Information by Reference for Seasoned Form SB-2 Companies. If you provide information pursuant to Item 11 of this Form: (a) You must incorporate by reference into the prospectus that is part of the effective registration statement: (1) Your latest annual report filed in accordance with Section 13(a) or 15(d) of the Exchange Act that contains audited financial statements; and Note to Item 12(a)(1). Canadian small business issuers: you may not satisfy this obligation by incorporating an annual report on Form 40-F. (2) All other reports you filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report incorporated in this Form. Instructions to Item 12(a). 1. List in the prospectus that is part of the effective registration statement all documents filed prior to effectiveness that are incorporated by reference. 2. You should read Securities Act Rule 439 regarding consent to the use of material incorporated by reference. (b) In the prospectus you must: (1) identify the reports and other information that you file with the Commission; (2) state that the public: (i) may read and copy materials you file with the Commission at the Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549; and (ii) may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330; and (3) if you are an electronic filer, state that the Commission maintains an Internet web site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission and state the address of that site (http://www.sec.gov). You are encouraged to give your Internet web site address, if available. Item 13. Information Required for all other Small Business Issuer Registrants. If you do not provide information in accordance with Item 10 or Items 11 and 12, you must provide the following information: (a) Description of Business. Item 101 of Regulation S-B; (b) Description of Property. Item 102 of Regulation S-B; (c) Legal Proceedings. Item 103 of Regulation S-B; (d) Market for Common Stock and Related Stockholder Matters. Item 201 of Regulation S-B; (e) Financial Statements. Item 310 of Regulation S-B; (f) Changes In and Disagreements with Accountants on Accounting and Financial Disclosure. Item 304 of Regulation S-B; (g) Management's Discussion and Analysis or Plan of Operations. Item 303 of Regulation S-B; (h) Directors, Executive Officers, Promoters and Control Persons. Item 401 of Regulation S-B; (i) Executive Compensation. Item 402 of Regulation S-B; (j) Security Ownership of Certain Beneficial Owners and Management. Item 403 of Regulation S-B; and (k) Certain Relationships and Related Transactions. Item 404 of Regulation S-B. C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED Item 14. Information Required for Companies that are Transitional Small Business Issuers. (a) If the company being acquired meets the requirements to use Item 10(b) of this Form and compliance with this Item is elected, provide the information required by Item 10(b) as if the company being acquired were the registrant. (b) If the company being acquired meets the requirements to use Item 10(c) of this Form and compliance with this Item is elected, provide the information required by Item 10(c) as if the company being acquired were the registrant. Item 15. Information Required for Seasoned SB-2 Issuers. If the company being acquired meets the requirements of General Instruction E.1. of Form SB-2 and compliance with this Item is elected, provide the information required by Items 11 and 12 of this Form as if the company being acquired were the registrant. Instruction. Canadian small business issuers being acquired: Notwithstanding the requirements of Items 11 and 12, the financial statements of the company being acquired need only comply with the reconciliation requirements of Item 17 of Form 20-F. Item 16. Information Required for all other Small Business Issuers. If the company being acquired does not meet the requirements of General Instruction E.1. of Form SB-2, or compliance with this Item is elected, provide the information required by Item 13 of this Form as if the company being acquired were the registrant, subject to the following: (a) Canadian small business issuers being acquired: Notwithstanding the requirements of Item 13 of this Form, the financial statements of the company being acquired need only comply with the reconciliation requirements of Item 17 of Form 20-F. (b) If the company being acquired is not subject to the reporting requirements of Exchange Act Section 13(a) or 15(d), or has not furnished an annual report to its security holders under Rule 14a-3 or Rule 14c-3 for the latest fiscal year because of Exchange Act Section 12(i), furnish the financial statements that would be required in an annual report sent to security holders under Rules 14a-3(b)(1) and (b)(2) if one was required. Instructions to paragraph (b). 1. If the registrant's security holders will not be voting on the transaction, financial statements for the two fiscal years before the latest fiscal year need be provided only to the extent that security holders of the company being acquired were previously furnished with financial statements (prepared in conformity with GAAP) for those periods. 2. The financial statements required by this paragraph for the latest fiscal year need be audited only to the extent practicable. The financial statements for the fiscal years before the latest fiscal year need not be audited if they were not previously audited. 3. If the financial statements required by this paragraph are prepared on the basis of a comprehensive body of accounting principles other than U.S. GAAP, provide a reconciliation to U.S. GAAP in accordance with Item 17 of Form 20-F (§249.220f of this chapter) unless a reconciliation is unavailable or not obtainable without unreasonable cost or expense. At a minimum, however, when financial statements are prepared on a basis other than U.S. GAAP, a narrative description of all material variations in accounting principles, practices and methods used in preparing the non-U.S. GAAP financial statements from those accepted in the U.S. must be presented. (c) Notwithstanding paragraph (b) of this Item, the financial statements of the company being acquired must be audited for the fiscal years required by Item 310 of Regulation S-B if this registration statement is used for resales by any person deemed to be an underwriter within the meaning of Rule 145(c). (d) If the company being acquired is not subject to the reporting requirements of Exchange Act Section 13(a) or 15(d), provide the information required by Part I of Form 10-QSB for the most recent quarter for which a quarterly report would be due as if the company being acquired were subject to those reporting requirements. Item 17. Information Required for Form B Companies. If the company being acquired meets the requirements of General Instructions I.B. and I.C.1. of Form B and compliance with this Item is elected, provide the information required by Items 10 and 11 of Form C as if the company being acquired were the registrant on Form C. Instruction. Larger foreign companies being acquired: Notwithstanding the requirements of Items 10 and 11 of Form C, the financial statements of the company being acquired need only comply with the reconciliation requirements of Item 17 of Form 20-F. Item 18. Information Required for Seasoned Form A Companies. If the company being acquired meets the requirements of General Instruction II. of Form A and compliance with this Item is elected, provide the information required by Items 12 and 13 of Form C as if the company being acquired were the registrant on Form C. Instruction. Foreign companies being acquired: Notwithstanding the requirements of Items 12 and 13 of Form C, the financial statements of the company being acquired need only comply with the reconciliation requirements of Item 17 of Form 20-F. Item 19. Information Required for All Other Companies. If the company being acquired does not meet the requirements of General Instructions I.B. and I.C.1. of Form B or General Instruction II. of Form A, or compliance with this Item is elected, provide the information required by Item 14 of Form C as if the company being acquired were the registrant on Form C, subject to the following: (a) Only those schedules required by Rules 12 - 15, 28 and 29 of Regulation S-X need be provided with respect to the company being acquired. (b) Notwithstanding the requirements of Item 14 of Form C, the financial statements of any foreign company being acquired need only comply with the reconciliation requirements of Item 17 of Form 20-F. (c) If the company being acquired is not subject to the reporting requirements of Exchange Act Section 13(a) or 15(d), or has not furnished an annual report to its security holders under Rule 14a-3 or Rule 14c-3 for the latest fiscal year because of Exchange Act Section 12(i), furnish the financial statements that would be required in an annual report sent to security holders under Rules 14a-3(b)(1) and (b)(2) if one was required. Instructions to paragraph (c). 1. If the registrant's security holders will not be voting on the transaction, financial statements for the two fiscal years before the latest fiscal year need be provided only to the extent that security holders of the company being acquired were previously furnished with financial statements (prepared in conformity with GAAP) for those periods. 2. The financial statements required by this paragraph for the latest fiscal year need be audited only to the extent practicable. The financial statements for the fiscal years before the latest fiscal year need not be audited if they were not previously audited. 3. If the financial statements required by this paragraph are prepared on the basis of a comprehensive body of accounting principles other than U.S. GAAP, provide a reconciliation to U.S. GAAP in accordance with Item 17 of Form 20-F (§249.220f of this chapter) unless a reconciliation is unavailable or not obtainable without unreasonable cost or expense. At a minimum, however, when financial statements are prepared on a basis other than U.S. GAAP, a narrative description of all material variations in accounting principles, practices and methods used in preparing the non-U.S. GAAP financial statements from those accepted in the U.S. must be presented. (d) Notwithstanding paragraph (c) of this Item, the financial statements of the company being acquired must be audited for the fiscal years required by paragraph (b)(2) of Rule 3-05 of Regulation S-X if this registration statement is used for resales by any person deemed to be an underwriter within the meaning of Rule 145(c). (e) If the company being acquired is not subject to the reporting requirements of Exchange Act Section 13(a) or 15(d), provide the information required by Part I of Form 10-Q or 10-QSB for the most recent quarter for which a quarterly report would be due as if the company being acquired were subject to those reporting requirements. D. VOTING AND MANAGEMENT INFORMATION Item 20. Information if Proxies, Consents or Authorizations Will be Solicited. (a) If either the registrant or the company being acquired is soliciting proxies, consents or authorizations, provide the following information: (1) Date, Time and Place Information. Item 1 of Schedule 14A; (2) Revocability of Proxy. Item 2 of Schedule 14A; (3) Dissenters' Rights of Appraisal. Item 3 of Schedule 14A; (4) Persons Making the Solicitation. Item 4 of Schedule 14A; (5) Persons with a Substantial Interest in the Matter. Item 5 of Schedule 14A, with respect to both the registrant and the company being acquired; (6) Voting Securities and Principal Holders. Item 6 of Schedule 14A, with respect to both the registrant and the company being acquired; Instruction to Item 20(a)(6). The following registrants and companies being acquired may provide the information required below instead of the information required by Item 6(d) of Schedule 14A: 1. Transitional small business issuers that rely upon Item 10(b) (if a registrant) or 14(a) (if an acquiree) of this Form: the information required by Questions 37 and 38 of Offering Circular Model A of Form 1-A; 2. Transitional small business issuers that rely upon Item 10(c) (if a registrant) or 14(b) (if an acquiree) of this Form: the information required by Item 10 of Offering Circular Model B of Form 1-A; 3. All other small business issuers, whether registrants or acquirees: the information required by Item 403 of Regulation S-B; and 4. Larger foreign companies being acquired: the information specified in Item 4 of Form 20-F. (7) Vote Required for Approval. Item 21 of Schedule 14A; and (8) Directors and Executive Officers. For the following companies, with respect to each person who will serve as a director or an executive officer of the registrant: (i) Transitional Small Business Issuers: (A) Questions 29 - 36 and 39 - 42 of Offering Circular Model A of Form 1-A, if the registrant or acquiree relied upon Item 10(b) or 14(a), respectively; or (B) Items 8, 9 and 11 of Offering Circular Model B of Form 1-A, if the registrant or acquiree relied upon Item 10(c) or 14(b), respectively; (ii) All other Small Business Issuers: Items 401, 402 and 404 of Regulation S-B; (iii) Larger U.S. companies being acquired: Items 401, 402 and 404 of Regulation S-K; and (iv) Larger foreign companies being acquired: Items 10, 11, 12 and 13 of Form 20-F. (b) If the registrant or the company being acquired meets the requirements of General Instruction E.1. of Form SB-2, General Instructions I.B. and I.C.1. of Form B or General Instruction II. of Form A, any information required by paragraphs (a)(6) or (a)(8) of this Item with respect to it may be incorporated by reference from its latest annual report. Item 21. Information if Proxies, Consents or Authorizations Will Not be Solicited or in an Exchange Offer. (a) If proxies, consents or authorizations will not be solicited in connection with the transaction or in an exchange offer, provide the following information: (1) Statement that Proxies are not to be Solicited. Item 2 of Schedule 14C; (2) Date, Time and Place Information. The date, time and place of the meeting of security holders, unless such information is otherwise disclosed in material furnished to security holders with or preceding the prospectus; (3) Dissenters' Rights of Appraisal. Item 3 of Schedule 14A; (4) Affiliates' Interests in the Transaction. A brief description of any direct or indirect material interest of affiliates of the registrant and of the company being acquired in the proposed transaction; Instruction to Item 21(a)(4). You need not describe any interest arising from the ownership of securities where the affiliate receives no benefit not shared on a pro rata basis by all other holders of the same class. (5) Voting Securities and Principal Holders. Item 6 of Schedule 14A, with respect to both the registrant and the company being acquired; Instruction to Item 21(a)(5). The following registrants and companies being acquired may provide the information required below instead of the information required by Item 6(d) of Schedule 14A: 1. Transitional small business issuers that rely upon Item 10(b) (if a registrant) or 14(a) (if an acquiree) of this Form: the information required by Questions 37 and 38 of Offering Circular Model A of Form 1-A; 2. Transitional small business issuers that rely upon Item 10(c) (if a registrant) or 14(b) (if an acquiree) of this Form: the information required by Item 10 of Offering Circular Model B of Form 1-A; 3. All other small business issuers, whether registrants or acquirees: the information required by Item 403 of Regulation S-B; and 4. Larger foreign companies being acquired: the information specified in Item 4 of Form 20-F. (6) Vote Required for Approval. Item 21 of Schedule 14A; and (7) Directors and Executive Officers. With respect to each person who will serve as a director or an executive officer of the registrant, the information required by: (i) Transitional Small Business Issuers: (A) Questions 29 - 36 and 39 - 42 of Offering Circular Model A of Form 1-A, if the registrant or acquiree relied upon Item 10(b) or 14(a) of this Form, respectively; or (B) Items 8, 9 and 11 of Offering Circular Model B of Form 1-A, if the registrant or acquiree relied upon Item 10(c) or 14(b) of this Form, respectively; (ii) All other Small Business Issuers: Items 401, 402 and 404 of Regulation S-B; (iii) Larger U.S. companies being acquired: Items 401, 402 and 404 of Regulation S-K; and (iv) Larger foreign companies being acquired: Items 10, 11, 12 and 13 of Form 20-F. Instruction to Item 21(a). If proxies, consents or authorizations will not be solicited in connection with the transaction because the transaction is an exchange offer, you need not provide the information required by paragraphs (a)(1), (a)(2) and (a)(3). (b) If the registrant or the company being acquired meets the requirements of General Instruction E.1. of Form SB-2, General Instruction I.B. and I.C.1. of Form B or General Instruction II. of Form A, any information required by paragraphs (a)(5) and (a)(7) of this Item with respect to it may be incorporated by reference from its latest annual report. PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS Item 22. Indemnification of Directors and Officers. Provide the information required by Item 702 of Regulation S-B. Item 23. Exhibits and Financial Statement Schedules. (a) Transitional small business issuer registrants must provide the exhibits required by Part II of Form SB-1. All other small business issuer registrants must provide the exhibits required by Item 601 of Regulation S-B. Instruction to Item 23(a). For the following companies being acquired, provide the exhibits required below: (1) Transitional small business issuer being acquired: Item 2(6) of Part III - Exhibits of Form 1-A; (2) Any other small business issuer being acquired: Item 601(b)(10) of Regulation S-B; (3) Larger U.S. company being acquired: Item 601(b)(10) of Regulation S-K; or (4) Larger foreign company being acquired: Item 601(b)(10) of Regulation S-K. (b) Provide the financial statement schedules required by Regulation S-X and Item 19 of this Form. List each schedule according to the number assigned to it in Regulation S-X. (c) If information is provided pursuant to Item 4(b) of this Form, provide the report, opinion or appraisal as an exhibit to this Form, unless it is included in the prospectus. Item 24. Undertakings. (a) Set forth in the effective registration statement the undertakings required by Item 512 of Regulation S-B. (b) Set forth the following undertaking if the registrant is using this Form for a transaction to be effected on a delayed basis: [Name of registrant] will file a post-effective amendment containing all required information concerning a transaction and the company being acquired that was not included in the registration statement when it became effective because it was not practicable to do so. SIGNATURES The registrant hereby certifies that it meets all of the requirements for filing on Form SB-3. The registrant also certifies that it has duly caused and authorized the undersigned to sign this registration statement on its behalf. The undersigned certifies that he/she has read this registration statement and to his/her knowledge the registration statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (Registrant).......................................... By (Signature and Title).......................................... Date..................... The following persons certify that they have read this registration statement and to their knowledge the registration statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The following persons also certify that they are signing below on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title).......................................... Date..................... By (Signature and Title).......................................... Date..................... Signature Instructions. 1. The following persons, or persons performing similar functions, must sign the registration statement: (a) the registrant; (b) its principal executive officer or officers; (c) its principal financial officer; (d) its controller or principal accounting officer; and (e) at least the majority of its board of directors. 2. Where the registrant is a foreign issuer, its authorized representative in the United States also must sign the registration statement. 3. Where the registrant is a limited partnership, its general partner must sign. Where the general partner is a corporation, the majority of the board of directors of the corporate general partner must sign the registration statement. 4. Type or print the name and title of each person who signs the registration statement beneath the person's signature. Any person who occupies more than one of the specified positions must indicate each capacity in which that person signs the registration statement. See Securities Act Rule 402 concerning manual signatures and Item 601 of Regulation S-K concerning signatures pursuant to powers of attorney. 5. If the securities to be offered are those of an entity that is not yet in existence at the time the registration statement is filed, but which will be a party to a consolidation involving two or more existing entities, then each existing entity will be deemed a registrant and must be so designated on the cover page of the Form. In that case, each existing entity (and the applicable persons noted in Signature Instructions 1. - 3.) must sign the registration statement as if it were the registrant. 96. By amending Form S-8 (referenced in § 239.16b) by adding four lines immediately preceding the heading "Calculation of Registration Fee"; Note 3 immediately preceding the General Instructions; by removing General Instruction C.; by redesignating General Instructions D. through G. as General Instructions C. through F.; and by revising newly designated General Instruction D. to read as follows: Note: The text of Form S-8 does not and this amendment will not appear in the Code of Federal Regulations. FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 * * * * * Telephone number, including area code, of agent for service ___________________ _______________________________________________________ (Web Site Address, if any) _____________________________________________ (E-mail Address, if any) Calculation of Registration Fee * * * * * Note 3: If any of the securities registered are not sold in connection with this offering, the registrant (or a qualifying wholly-owned subsidiary) may use the dollar amount of the fee paid with respect to the unsold securities to offset the total fee due on its subsequent registration statement. See Securities Act Rule 457(p). When offsetting any part of the fee under Rule 457(p), the registrant must state the dollar amount being offset in a footnote to the fee table and must identify the file number of the registration statement and the amount and class of securities in connection with which the offsetting fee was previously paid. Use of Rule 457(p) to offset any fee automatically deregisters the securities in connection with which the fee was previously paid. GENERAL INSTRUCTIONS * * * * * D. Registration of Additional Securities. An issuer may register additional securities of the same class of securities that have been previously registered on this form. The registration statement for the additional securities shall consist only of the following: (1) a facing page; (2) a statement that the contents of the earlier registration statement, identified by its file number, is incorporated by reference; (3) all required opinions; (4) all required consents; (5) any information required in the new registration statement that is not in the earlier registration statement; and (6) a signature page; A filing fee required by the Act and Rule 457 of this chapter shall be paid with respect to the additional securities only. * * * * * 97. By amending Form F-7 (referenced in § 239.37) to add four lines to the cover page of the registration statement, to add one check box to the cover page of the registration statement immediately before the Calculation of Registration Fee table, a paragraph to appear as the last paragraph on the cover page of the registration statement, paragraph K to General Instruction II, and General Instruction IV. and in Part II following the center heading to add the heading "Exhibits;" to designate the introductory text as paragraph (a); to add a heading "Undertakings;" and to add paragraph (b) to read as follows: Note:The text of Form F-7 does not and this amendment will not appear in the Code of Federal Regulations. U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM F-7 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 * * * * * ______________________________________________________________________________ (Name, address (including zip code) and telephone number (including area code) of agent for service in the United States _______________________________________________________ (Web Site Address, if any) _____________________________________________ (E-mail Address, if any) * * * * * If you are filing this Form to register additional securities for an offering in accordance with Securities Act Rule 462(b), check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] _____________ CALCULATION OF REGISTRATION FEE* * * * * * If any of the securities registered are not sold in connection with this offering, the registrant (or a qualifying wholly-owned subsidiary) may use the dollar amount of the fee paid with respect to the unsold securities to offset the total fee due on its subsequent registration statement. See Securities Act Rule 457(p). When offsetting any part of the fee under Rule 457(p), the registrant must state the dollar amount being offset in a footnote to the fee table and must identify the file number of the registration statement and the amount and class of securities in connection with which the offsetting fee was previously paid. Use of Rule 457(p) to offset any fee automatically deregisters the securities in connection with which the fee was previously paid. GENERAL INSTRUCTIONS * * * * * II. Application of General Rules and Regulations * * * * * K. You should read Securities Act Rule 172. That rule describes prospectus delivery obligations applicable to offerings registered on this Form. * * * * * IV. Registration of Additional Securities A. Under certain circumstances, the registrant may increase the size of an offering after the effective date through filing a short-form registration statement under Securities Act Rule 462(b). A Rule 462(b) registration statement may include only the following: 1. the facing page; 2. a statement that the earlier registration statement, identified by file number, is incorporated by reference; 3. any required opinions and consents; 4. the signature page; and 5. any price-related information omitted from the earlier registration statement in reliance on Securities Act Rule 430A, if the registrant so chooses. B. The information contained in a Rule 462(b) registration statement is deemed to be a part of the earlier effective registration statement as of the date of effectiveness of the Rule 462(b) registration statement. C. The registrant may incorporate by reference from the earlier registration statement any opinion or consent required in the Rule 462(b) registration statement if: 1. the opinion or consent expressly allows that incorporation; and 2. the opinion or consent also relates to the Rule 462(b) registration statement. Note to General Instruction IV. You should read Securities Act Rule 411(c) regarding incorporation by reference of exhibits and Securities Act Rule 439(b) regarding incorporation by reference of consents. PART II INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS Exhibits (a) * * * * * * * * Undertakings (b) Include the following undertaking. The registrant will file with the Commission, on or before the date of first use, all free writing materials used in connection with the securities registered on this registration statement after effectiveness and before the offering is completed. * * * * * 98. By amending § 239.38 to revise paragraph (d)(4) and the heading "Instructions"; to add Instruction 5 to the Instructions to paragraph (d); and to revise paragraph (h)(3) to read as follows: § 239.38 Form F-8, for registration under the Securities Act of 1933 of securities of certain Canadian issuers to be issued in exchange offers or a business combination. * * * * * (d) * * * (4) Public Float/ADTV. (i) Satisfies either of the following thresholds: (A) The market value of the public float of the registrant's outstanding equity shares is $75 million or more and the average trading volume value is $1 million or more; or (B) The market value of the public float of the registrant's outstanding equity shares is $250 million or more; and (ii) A registrant conducting its own exchange offer need not meet either of the thresholds in paragraph (d)(4)(i) of this section. Instructions to Paragraph (d) * * * * * 5. For the purposes of this Form, "average daily trading volume" shall mean the average daily trading volume the registrant's equity securities on Canadian markets during the three full calendar months or any 90 consecutive calendar days ending within 10 calendar days immediately preceding the filing of the registration statement. * * * * * (h) * * * (3) Public Float/ADTV. (i) Except for the successor registrant, each company participating in the business combination satisfies either of the following thresholds: (A) The market value of the public float of the company's outstanding equity shares is $75 million or more and the average trading volume value is $1 million or more; or (B) The market value of the public float of the company's outstanding equity shares is $250 million or more; and (ii) Any company participating in the business combination need not meet either of the thresholds in paragraph (h)(3)(i) of this section if the assets and gross revenues from continuing operations of the other companies participating in the business combination comprise at least 80 percent of successor registrant's total assets and gross revenues from continuing operations, and each of the other participating companies meets either of the thresholds in paragraph (h)(3)(i) of this section. Measurement of the successor registrant's total assets and gross revenues from continuing operations must be based on the pro forma combined financial statements of all the participating companies' most recently completed fiscal years. (iii) Any company participating in a business combination will be deemed to have met either of the thresholds in paragraph (h)(3)(i) of this section if, within the last twelve months: (A) In connection with an exchange offer, the company's equity securities either were registered or could have been registered on Form F-8, F-9, F-10 or F-80 (§ 239.28, 239.39, 239.40 or 239.41) or, in connection with a terminated tender offer, the company filed or could have filed Schedule 13E-4F (§ 240.13e-102 of this chapter) or Schedule 14D-1F (§ 240.14d-102 of this chapter); and (B) The company would have satisfied either of the thresholds in paragraph (h)(3)(i) of this section immediately before commencing the exchange offer or tender offer. * * * * * 99. By amending Form F-8 (referenced in § 239.38) by adding four lines to the cover page of the registration statement, by adding one check box to the cover page of the registration statement immediately before the Calculation of Registration Fee table, by adding a paragraph to appear as the last paragraph on the cover page of the registration statement, by revising paragraph (4) of General Instruction II.A., by adding Instruction 5 to the Instructions to General Instruction II.A., by revising paragraph (3) of General Instruction III.A, by adding General Instruction VI., by adding paragraph (c) to Part III. Item 1., to read as follows: Note: The text of Form F-8 does not and this amendment will not appear in the Code of Federal Regulations. U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM F-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 * * * * * ______________________________________________________________________________ (Name, address (including zip code) and telephone number (including area code) of agent for service in the United States _______________________________________________________ (Web Site Address, if any) _____________________________________________ (E-mail Address, if any) * * * * * If you are filing this Form to register additional securities for an offering in accordance with Securities Act Rule 462(b), check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] _____________ CALCULATION OF REGISTRATION FEE* * * * * * If any of the securities registered are not sold in connection with this offering, the registrant (or a qualifying wholly-owned subsidiary) may use the dollar amount of the fee paid with respect to the unsold securities to offset the total fee due on its subsequent registration statement. See Securities Act Rule 457(p). When offsetting any part of the fee under Rule 457(p), the registrant must state the dollar amount being offset in a footnote to the fee table and must identify the file number of the registration statement and the amount and class of securities in connection with which the offsetting fee was previously paid. Use of Rule 457(p) to offset any fee automatically deregisters the securities in connection with which the fee was previously paid. GENERAL INSTRUCTIONS * * * * * II. Eligibility Requirements for Exchange Offers A. * * * (4) Public Float/ADTV. (i) Satisfies either of these thresholds: (A) The market value of the public float of the registrant's outstanding equity shares is $75 million or more and the average trading volume value is $1 million or more; or (B) The market value of the public float of the registrant's outstanding equity shares is $250 million or more. (ii) A registrant conducting its own exchange offer need not meet either of the thresholds in paragraph A.(4)(i). Instructions * * * * * 5. For the purposes of this Form, "average daily trading volume" shall mean the average daily trading volume of the registrant's equity securities on Canadian markets during the three full calendar months or any 90 consecutive calendar days ending within 10 calendar days immediately preceding the filing of the registration statement. * * * * * III. Eligibility Requirements for Business Combinations A. * * * (3) Public Float/ADTV. (i) Except for the successor registrant, each company participating in the business combination satisfies either of the following thresholds: (A) The market value of the public float of the company's outstanding equity shares is $75 million or more and the average trading volume value is $1 million or more; or (B) The market value of the public float of the company's outstanding equity shares is $250 million or more. (ii) Any company participating in the business combination need not meet either of the thresholds in paragraph A.(3)(i) of this instruction if the assets and gross revenues from continuing operations of the other companies participating in the business combination comprise at least 80 percent of successor registrant's total assets and gross revenues from continuing operations, and each of the other participating companies meets either of the thresholds in paragraph (A)(3)(i) of this section. Measurement of the successor registrant's total assets and gross revenues from continuing operations must be based on the pro forma combined financial statements of all the participating companies' most recently completed fiscal years. (iii) Any company participating in a business combination will be deemed to have met either of the thresholds in paragraph A.(3)(i) of this Instruction if, within the last twelve months: (A) In connection with an exchange offer, the company's equity securities either were registered or could have been registered on Form F-8, F-9, F-10 or F-80 or, in connection with a terminated tender offer, the company filed or could have filed Schedule 13E-4F or 14D-1F; and (B) The company would have satisfied either of the thresholds in paragraph A.(3)(i) immediately before commencing the exchange offer or tender offer. * * * * * VI. Registration of Additional Securities A. Under certain circumstances, the registrant may increase the size of an offering after the effective date through filing a short-form registration statement under Securities Act Rule 462(b). A Rule 462(b) registration statement may include only the following: 1. the facing page; 2. a statement that the earlier registration statement, identified by file number, is incorporated by reference; 3. any required opinions and consents; 4. the signature page; and 5. any price-related information omitted from the earlier registration statement in reliance on Rule 430A, if the registrant so chooses. B. The information contained in a Rule 462(b) registration statement is deemed to be a part of the earlier effective registration statement as of the date of effectiveness of the Rule 462(b) registration statement. C. The registrant may incorporate by reference from the earlier registration statement any opinion or consent required in the Rule 462(b) registration statement if: 1. the opinion or consent expressly allows that incorporation; and 2. the opinion or consent also relates to the Rule 462(b) registration statement. Note to General Instruction VI. You should read Securities Act Rule 411(c) regarding incorporation by reference of exhibits and Securities Act Rule 439(b) regarding incorporation by reference of consents. * * * * * PART III UNDERTAKINGS AND CONSENT TO SERVICE OF PROCESS Item 1. Undertakings (a) * * * (b) * * * (c) The registrant will file with the Commission, on or before the date of first use, all free writing materials used in connection with the securities registered on this registration statement after effectiveness and before the offering is completed. * * * * * 100. By amending § 239.39 to revise paragraph (b)(4); and to add Instruction 7 to the Instructions to paragraph (b) to read as follows: § 239.39 Form F-9, for registration under the Securities Act of 1933 of certain investment grade debt or investment grade preferred securities of certain Canadian issuers. * * * * * (b) * * * (4) Public Float/ADTV. (i) Satisfies either of the following thresholds: (A) The market value of the public float of the registrant's outstanding equity shares is $75 million or more and the average trading volume value is $1 million or more; or (B) The market value of the public float of the registrant's outstanding equity shares is $250 million or more. (ii) A registrant need not meet either of the thresholds in paragraph (b)(4)(i) of this section if it is using this Form to register securities that are not convertible into another security. Instructions * * * * * 7. For the purposes of this Form, "average daily trading volume" shall mean the average daily trading volume of the registrant's equity securities on Canadian markets during the three full calendar months or any 90 consecutive calendar days ending within 10 calendar days immediately preceding the filing of the registration statement. * * * * * 101. By amending Form F-9 (referenced in § 239.39) to add four lines to the cover page of the registration statement, to add a check box to the cover page of the registration statement immediately before the "Calculation of Registration Fee" table, and one paragraph to appear as the last paragraph on the cover page of the registration statement; to revise paragraph (4) of General Instruction I.B.; to add Instruction 7 to the Instructions to General Instruction I.B., paragraph M. to General Instruction II., General Instruction IV.; and in Part III Item 1., to designate the existing text as paragraph (a) and to add paragraph (b) to read as follows: Note: The text of Form F-9 will not appear in the Code of Federal Regulations. U.S. Securities and Exchange Commission Washington D.C., 20549 FORM F-9 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 * * * * * ________________________________________________________________________ (Name, address (including zip code) and telephone number (including area code) of agent for service in the United States _______________________________________________________ (Web Site Address, if any) _____________________________________________ (E-mail Address, if any) * * * * * If you are filing this Form to register additional securities for an offering in accordance with Securities Act Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] _____________ CALCULATION OF REGISTRATION FEE* * * * * * If any of the securities registered are not sold in connection with this offering, the registrant (or a qualifying wholly-owned subsidiary) may use the dollar amount of the fee paid with respect to the unsold securities to offset the total fee due on its subsequent registration statement. See Securities Act Rule 457(p). When offsetting any part of the fee under Rule 457(p), the registrant must state the dollar amount being offset in a footnote to the fee table and must identify the file number of the registration statement and the amount and class of securities in connection with which the offsetting fee was previously paid. Use of Rule 457(p) to offset any fee automatically deregisters the securities in connection with which the fee was previously paid. GENERAL INSTRUCTIONS I. Eligibility Requirements for Use of Form F-9 * * * * * B. * * * (4) Public Float/ADTV. (i) Satisfies either of the following thresholds: (A) The market value of the public float of the registrant's outstanding equity shares is $75 million or more and the average trading volume value is $1 million or more; or (B) The market value of the public float of the registrant's outstanding equity shares is $250 million or more. (ii) A registrant need not meet either of the thresholds in paragraph B.(4)(i) of this Instruction if it is using this Form to register securities that are not convertible into another security. Instructions * * * * * 7. For the purposes of this Form, "average daily trading volume" shall mean the average daily trading volume on Canadian markets during the three full calendar months or any 90 consecutive calendar days ending within 10 calendar days immediately preceding the filing of the registration statement. * * * * * II. Application of General Rules and Regulations * * * * * M. You should read Securities Act Rule 172. That rule describes prospectus delivery obligations applicable to offerings registered on this Form. * * * * * IV. Registration of Additional Securities A. Under certain circumstances, the registrant may increase the size of an offering after the effective date through filing a short-form registration statement under Securities Act Rule 462(b). A Rule 462(b) registration statement may include only the following: 1. the facing page; 2. a statement that the earlier registration statement, identified by file number, is incorporated by reference; 3. any required opinions and consents; 4. the signature page; and 5. any price-related information omitted from the earlier registration statement in reliance on Rule 430A, if the registrant so chooses. B. The information contained in a Rule 462(b) registration statement is deemed to be a part of the earlier effective registration statement as of the date of effectiveness of the Rule 462(b) registration statement. C. The registrant may incorporate by reference from the earlier registration statement any opinion or consent required in the Rule 462(b) registration statement if: 1. the opinion or consent expressly allows that incorporation; and 2. the opinion or consent also relates to the Rule 462(b) registration statement. Note to General Instruction IV. You should read Securities Act Rule 411(c) regarding incorporation by reference of exhibits and Securities Act Rule 439(b) regarding incorporation by reference of consents. * * * * * PART III UNDERTAKINGS AND CONSENTS TO SERVICE OF PROCESS Item 1. Undertakings Include the following undertakings: (a) * * * (b) The registrant will file with the Commission, on or before the date of first use, all free writing materials used in connection with the securities registered on this registration statement after effectiveness and before the offering is completed. * * * * * 102. By amending § 239.40 to revise paragraph (c)(4); and to add Instruction 5 to the Instructions to paragraph (c) to read as follows: § 239.40 Form F-10, for registration under the Securities Act of 1933 of securities of certain Canadian issuers. * * * * * (c) * * * (4) Public Float/ADTV. (i) Satisfies either of the following thresholds: (A) The market value of the public float of the registrant's outstanding equity shares is $75 million or more and the average trading volume value is $1 million or more; or (B) The market value of the public float of the registrant's outstanding equity shares is $250 million or more. (ii) Except for the successor issuer, any company participating in the business combination need not meet either of the thresholds in paragraph (c)(4)(i) of this section if the assets and gross revenues from continuing operations of the other companies participating in the business combination comprise at least 80 percent of successor registrant's total assets and gross revenues from continuing operations, and each of the other participating companies meets either of the thresholds in paragraph (c)(4)(i) of this section. Measurement of the successor registrant's total assets and gross revenues from continuing operations must be based on the pro forma combined financial statements of all the participating companies' most recently completed fiscal years. (iii) Any company participating in a business combination will be deemed to have satisfied either of the thresholds in paragraph (c)(4)(i) of this section if, within the last twelve months: (A) In connection with an exchange offer, the company's equity securities either were registered or could have been registered on Form F-8, F-9, F-10 or F-80 (§ 239.38, 239.39, 239.40 or 239.41) or, in connection with a terminated tender offer, the company filed or could have filed Schedule 13E-4F (§ 240.13e-102 of this chapter) or Schedule 14D-1F (§ 240.14d-102 of this chapter); and (B) The company would have satisfied either threshold in paragraph (c)(4)(i) of this section immediately before commencing the exchange offer or tender offer. Instructions * * * * * 5. For the purposes of this Form, "average daily trading volume" shall mean the average daily trading volume of the registrant's equity securities on Canadian markets during the three full calendar months or any 90 consecutive calendar days ending within 10 calendar days immediately preceding the filing of the registration statement. * * * * * 103. By revising Form F-10 (referenced in § 239.40) to add four lines to the cover page of the registration statement, to add one check box to the cover page of the registration statement immediately before the "Calculation of Registration Fee" table, one paragraph to appear as the last paragraph on the cover page of the registration statement; to revise paragraph (4) of General Instruction I.C.; to add Instruction 5 to the Instructions to General Instruction I.C. and paragraph N. to General Instruction II, General Instruction IV.; and in Part III Item 1., to designate the second paragraph as paragraph (a) and to add paragraph (b) to read as follows: * * * * * Note: The text of Form F-10 does not and this amendment will not appear in the Code of Federal Regulations. U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM F-10 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 * * * * * _____________________________________________________________________________ (Name, address (including zip code) and telephone number (including area code) of agent for service in the United States _______________________________________________________ (Web Site Address, if any) _____________________________________________ (E-mail Address, if any) * * * * * If you are filing this Form to register additional securities for an offering in accordance with Securities Act Rule 462(b), check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] _____________ CALCULATION OF REGISTRATION FEE* * * * * * If any of the securities registered are not sold in connection with this offering, the registrant (or a qualifying wholly-owned subsidiary) may use the dollar amount of the fee paid with respect to the unsold securities to offset the total fee due on its subsequent registration statement. See Securities Act Rule 457(p). When offsetting any part of the fee under Rule 457(p), the registrant must state the dollar amount being offset in a footnote to the fee table and must identify the file number of the registration statement and the amount and class of securities in connection with which the offsetting fee was previously paid. Use of Rule 457(p) to offset any fee automatically deregisters the securities in connection with which the fee was previously paid. GENERAL INSTRUCTIONS I. General Eligibility Requirements for Use of Form F-10 * * * * * C. * * * (4) Public Float/ADTV. (i) Satisfies either of the following thresholds: (A) The market value of the public float of the registrant's outstanding equity shares is $75 million or more and the average trading volume value is $1 million or more; or (B) The market value of the public float of the registrant's outstanding equity shares is $250 million or more. (ii) Any individual company participating in the business combination need not meet either of the thresholds in paragraph C.(4)(i) of this Instruction if the assets and gross revenues from continuing operations of the other companies participating in the business combination comprise at least 80 percent of successor registrant's total assets and gross revenues from continuing operations, and each of the other participating companies meets the either of the thresholds in paragraph C.(4)(i). Measurement of the successor registrant's total assets and gross revenues from continuing operations must be based on the pro forma combined financial statements of all the participating companies' most recently completed fiscal years. (iii) Any company participating in a business combination will be deemed to have satisfied either of the thresholds in paragraph C.(4)(i) of this Instruction if, within the last twelve months: (A) In connection with an exchange offer, the company's equity securities either were registered or could have been registered on Form F-8, F-9, F-10 or F-80 or, in connection with a terminated tender offer, the company filed or could have filed Schedule 13E-4F or 14D-1F; and (B) The company would have satisfied either threshold in paragraph C.(4)(i) of this Instruction immediately before commencing the exchange offer or tender offer. Instructions * * * * * 5. For the purposes of this Form, "average daily trading volume" shall mean the average daily trading volume of the registrant's equity securities on Canadian markets during the three full calendar months or any 90 consecutive calendar days ending within 10 calendar days immediately preceding the filing of the registration statement. * * * * * II. Application of General Rules and Regulations * * * * * N. You should read Securities Act Rule 172. That rule describes prospectus delivery obligations applicable to offerings registered on this Form. * * * * * IV. Registration of Additional Securities A. Under certain circumstances, the registrant may increase the size of an offering after the effective date through filing a short-form registration statement under Securities Act Rule 462(b). A Rule 462(b) registration statement may include only the following: 1. the facing page; 2. a statement that the earlier registration statement, identified by file number, is incorporated by reference; 3. any required opinions and consents; 4. the signature page; and 5. any price-related information omitted from the earlier registration statement in reliance on Securities Act Rule 430A, if the registrant so chooses. B. The information contained in a Rule 462(b) registration statement is deemed to be a part of the earlier effective registration statement as of the date of effectiveness of the Rule 462(b) registration statement. C. The registrant may incorporate by reference from the earlier registration statement any opinion or consent required in the Rule 462(b) registration statement if: 1. the opinion or consent expressly allows that incorporation; and 2. the opinion or consent also relates to the Rule 462(b) registration statement. Note to General Instruction IV. You should read Securities Act Rule 411(c) regarding incorporation by reference of exhibits and Securities Act Rule 439(b) regarding incorporation by reference of consents. * * * * * PART III UNDERTAKINGS AND CONSENT TO SERVICE OF PROCESS Item 1. Undertakings Include the following undertakings: (a) * * * (b) The registrant will file with the Commission, on or before the date of first use, all free writing materials used in connection with the securities registered on this registration statement after effectiveness and before the offering is completed. * * * * * 104. By amending § 239.41 to revise paragraph (d)(4); to add Instruction 5 to the Instructions to paragraph (d); and to revise paragraph (h)(3) to read as follows: § 239.41 Form F-80, for registration under the Securities Act of 1933 of securities of certain Canadian issuers to be issued in exchange offers or a business combination. * * * * * (d) * * * (4) Public Float/ADTV. (i) Satisfies either of the following thresholds: (A) The market value of the public float of the registrant's outstanding equity shares is $75 million or more and the average trading volume value is $1 million or more; or (B) The market value of the public float of the registrant's outstanding equity shares is $250 million or more. (ii) A registrant conducting its own exchange offer need not meet either of the thresholds in paragraph (d)(4)(i) of this section. Instructions * * * * * 5. For the purposes of this Form, "average daily trading volume" shall mean the average daily trading volume of the registrant's equity securities on Canadian markets during the three full calendar months or any 90 consecutive calendar days ending within 10 calendar days immediately preceding the filing of the registration statement. * * * * * (h) * * * (3) Public Float/ADTV. (i) Except for the successor registrant, each company participating in the business combination satisfies either of the following thresholds: (A) The market value of the public float of the company's outstanding equity shares is $75 million or more and the average trading volume value is $1 million or more; or (B) The market value of the public float of the company's outstanding equity shares is $250 million or more. (ii) Any company participating in the business combination need not meet either of the thresholds in paragraph (h)(3)(i) of this section if the assets and gross revenues from continuing operations of the other companies participating in the business combination comprise at least 80 percent of successor registrant's total assets and gross revenues from continuing operations, and each of the other participating companies meets either of the thresholds in paragraph (h)(3)(i) of this section. Measurement of the successor registrant's total assets and gross revenues from continuing operations must be based on the pro forma combined financial statements of all the participating companies' most recently completed fiscal years. (iii) Any company participating in a business combination will be deemed to have met either of the thresholds in paragraph (h)(3)(i) of this section if, within the last twelve months: (A) In connection with an exchange offer, the company's equity securities either were registered or could have been registered on Form F-8, F-9, F-10 or F-80 (§ 239.38, 239.39, 239.40 or 239.41) or, in connection with a terminated tender offer, the company filed or could have filed Schedule 13E-4F (§ 240.13e-102 of this chapter) or 14D-1F (§ 240.14d-102 of this chapter); and (B) The company would have satisfied either threshold in paragraph (h)(3)(i) of this section immediately before commencing the exchange offer or tender offer. 105. By amending Form F-80 (referenced in § 239.41) to add four lines to the cover page of the registration statement, to add one check box to the cover page of the registration statement immediately before the "Calculation of Registration Fee" table, one paragraph to appear as the last paragraph on the cover page of the registration statement; to revise paragraph (4) of General Instruction II.A.; to add Instruction 5 to the Instructions to General Instruction II.A.; to revise paragraph (3) of General Instruction III.A.; to add General Instruction VI.; and in Part III Item 1. to add paragraph (c) to read as follows: * * * * * Note: The text of Form F-80 does not and this amendment will not appear in the Code of Federal Regulations. U.S. Securities and Exchange Commission Washington, D.C., 20549 FORM F-80 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 * * * * * _____________________________________________________________________________ (Name, address (including zip code) and telephone number (including area code) of agent for service in the United States _______________________________________________________ (Web Site Address, if any) _____________________________________________ (E-mail Address, if any) * * * * * If you are filing this Form to register additional securities for an offering in accordance with Securities Act Rule 462(b), check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] _____________ CALCULATION OF REGISTRATION FEE* If any of the securities registered are not sold in connection with this offering, the registrant (or a qualifying wholly-owned subsidiary) may use the dollar amount of the fee paid with respect to the unsold securities to offset the total fee due on its subsequent registration statement. See Securities Act Rule 457(p). When offsetting any part of the fee under Rule 457(p), the registrant must state the dollar amount being offset in a footnote to the fee table and must identify the file number of the registration statement and the amount and class of securities in connection with which the offsetting fee was previously paid. Use of Rule 457(p) to offset any fee automatically deregisters the securities in connection with which the fee was previously paid. GENERAL INSTRUCTIONS * * * * * II. Eligibility Requirements for Exchange Offers A. * * * (4) Public Float/ADTV. (i) Satisfies either of these thresholds: (A) The market value of the public float of the registrant's outstanding equity shares is $75 million or more and the average trading volume value is $1 million or more; or (B) The market value of the public float of the registrant's outstanding equity shares is $250 million or more. (ii) A registrant conducting its own exchange offer need not meet either of the thresholds in paragraph A.(4)(i) of this Instruction. Instructions * * * * * 5. For the purposes of this Form, "average daily trading volume" shall mean the average daily trading volume of the registrant's equity securities on Canadian markets during the three full calendar months or any 90 consecutive calendar days ending within 10 calendar days immediately preceding the filing of the registration statement. * * * * * III. Eligibility Requirements for Business Combinations A. * * * (3) Public Float/ADTV. (i) Except for the successor registrant, each company participating in the business combination satisfies either of the following thresholds: (A) The market value of the public float of the company's outstanding equity shares is $75 million or more and the average trading volume value is $1 million or more; or (B) The market value of the public float of the company's outstanding equity shares is $250 million or more. (ii) Any company participating in the business combination need not meet either of the thresholds in paragraph A.(3)(i) of this Instruction if the assets and gross revenues from continuing operations of the other companies participating in the business combination comprise at least 80 percent of successor registrant's total assets and gross revenues from continuing operations, and each of the other participating companies meets either of the thresholds in paragraph A.(3)(i) of this Instruction. Measurement of the successor registrant's total assets and gross revenues from continuing operations must be based on the pro forma combined financial statements of all the participating companies' most recently completed fiscal years. (iii) Any company participating in a business combination will be deemed to have met either of the thresholds in paragraph A.(3)(i) of this Instruction if, within the last twelve months: (A) In connection with an exchange offer, the company's equity securities either were registered or could have been registered on Form F-8, F-9, F-10 or F-80 or, in connection with a terminated tender offer, the company filed or could have filed Schedule 13E-4F or 14D-1F; and (B) The company would have satisfied either threshold in paragraph A.(3)(i) of this Instruction immediately before commencing the exchange offer or tender offer. * * * * * VI. Registration of Additional Securities A. Under certain circumstances, the registrant may increase the size of an offering after the effective date through filing a short-form registration statement under Securities Act Rule 462(b). A Rule 462(b) registration statement may include only the following: 1. the facing page; 2. a statement that the earlier registration statement, identified by file number, is incorporated by reference; 3. any required opinions and consents; 4. the signature page; and 5. any price-related information omitted from the earlier registration statement in reliance on Securities Act Rule 430A, if the registrant so chooses. B. The information contained in a Rule 462(b) registration statement is deemed to be a part of the earlier effective registration statement as of the date of effectiveness of the Rule 462(b) registration statement. C. The registrant may incorporate by reference from the earlier registration statement any opinion or consent required in the Rule 462(b) registration statement if: 1. the opinion or consent expressly allows that incorporation; and 2. the opinion or consent also relates to the Rule 462(b) registration statement. Note to General Instruction VI. You should read Securities Act Rule 411(c) regarding incorporation by reference of exhibits and Securities Act Rule 439(b) regarding incorporation by reference of consents. * * * * * PART III UNDERTAKINGS AND CONSENT TO SERVICE OF PROCESS Item 1. Undertakings (a) * * * (b) * * * (c) The registrant will file with the Commission, on or before the date of first use, all free writing materials used in connection with the securities registered on this registration statement after effectiveness and before the offering is completed. * * * * * PART 240 - GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 1934 106. By revising the general authority citation for Part 240 to read as follows: Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78f, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 78w, 78x, 78ll(d), 78mm, 79q, 79t, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4 and 80b-11, unless otherwise noted. * * * * * 107. By amending § 240.12b-2 by revising the definition of "small business issuer" to read as follows: § 240.12b-2 Definitions. * * * * * Small Business Issuer. The term "small business issuer" means an entity that meets the following criteria: (1) Has revenues (including revenues of any consolidated subsidiaries) of less than $50,000,000; (2) Is a U.S. or Canadian issuer; (3) Is not an investment company; (4) If a majority-owned subsidiary, the parent corporation is also a small business issuer; and (5) Each majority-owned subsidiary of the entity, if any, meets the criteria of paragraphs (2) and (3) of this definition. * * * * * 108. By adding § 240.12b-24 to read as follows: § 240.12b-24 Plain English risk factor disclosure. (a) To enhance the readability of risk factor disclosure, you must use plain English principles in the organization, language and design of the risk factor section of any Exchange Act registration statement or report. (b) Any disclosure you provide in those registration statements or reports that relates to risk factors must, at a minimum, substantially comply with each of the following plain English writing principles: (1) Short sentences; (2) Definite, concrete, everyday words; (3) Active voice; (4) Tabular presentation or bullet lists for complex material, whenever possible; (5) No legal jargon or highly technical business terms; and (6) No multiple negatives. Note to this section. You should read Securities Act Release No. 7497 (January 28, 1998) for more information on plain English principles. 109. By adding two notes at the end of § 240.12d1-2 to read as follows: § 240.12d1-2 Effectiveness of registration. * * * * * Notes to Rule 12d1-2 (1) As established by Section 12(g) of the Exchange Act (15 U.S.C. 78l(g)), a Form 8-A (§ 249.208a of this chapter) filed under paragraph (c) of this section becomes effective no more than 60 days after the date that registration statement is filed with the Commission. The automatic effectiveness described in paragraph (c) permits earlier effectiveness of the Form 8-A only. (2) Registrants may use Forms A, B, C, SB-1, SB-2, or SB-3 or Schedule B (§ 239.4, 239.5, 239.6, 239.9, 239.10, or 239.11 or 15 U.S.C. 77aa) to register a class of securities under Section 12 of the Exchange Act concurrently with the registration of a public offering of securities of that class under the Securities Act. The Exchange Act registration on Forms A, B, C, SB-1, SB-2 or SB-3 will become effective as described in those forms. The Exchange Act registration on Schedule B will become effective as described in Securities Act Rule 499. Securities Act Rule 499 also sets forth disclosure and procedural requirements for registrants using Schedule B for concurrent registration under the Exchange Act and the Securities Act. 110. By amending § 240.13a-10 by removing the word "six" and adding, in its place, the word "five" in paragraph (g)(3). * * * * * 111. By amending § 240.13a-13 by revising paragraph (d) to read as follows: § 240.13a-13 Quarterly reports on Form 10-Q and Form 10-QSB (§ 249.308a and § 249.308b of this chapter). * * * * * (d) Notwithstanding the foregoing provisions of this section, market risk disclosure required by Item 3 of Part I of Form 10-Q shall not be deemed to be "filed" for the purpose of Section 18 of the Act (15 U.S.C. 78r). That disclosure, therefore, shall not be subject to the liabilities of that Section. That disclosure shall, however, be subject to all other provisions of the Act. 112. By amending § 240.14a-2 by removing at the end of paragraph (a)(5) the words "Act of 1935; and" and adding, in their place, the words "Act of 1935;", at the end of paragraph (a)(6) the words "by security holders." and adding, in their place, the words "by security holders; and"; and by adding paragraph (a)(7) to read as follows. § 240.14a-2Definitions. * * * * * (a) * * * (7) Any solicitation by a broker or dealer made in accordance with § 230.138 or § 230.139 of this chapter in connection with an offering registered under the Securities Act of 1933. 113. By amending § 240.14a-101 by revising Note E., by revising paragraph (b)(1), and by revising the heading to paragraph (b)(2) of Item 13 to read as follows: § 240.14a-101 Schedule 14A. Information required in proxy statement. * * * * * E. In Item 13 of this Schedule, the reference to "meets the requirements of Form B" shall mean a registrant who meets: (1) the requirements of General Instruction I.B. of Form B; and (2) one of the following: (a) General Instruction I.C.1. of Form B; (b) General Instruction I.C.4. of Form B, if action is to be taken as described in Item 11, 12 and 14 of this schedule that concerns non-convertible debt or preferred securities which are "investment grade securities." The time by which the rating must be assigned shall be the date on which definitive copies of the proxy statement are first sent or given to security holders; or (c) General Instruction I.C.5. of Form B. * * * * * Item 13. Financial and Other Information (See Notes D and E at the Beginning of this Schedule.) (a) * * * (b) * * * (1) Form B registrants. If the registrant meets the requirements of Form B (as defined in Note E), it may incorporate by reference to previously filed documents any of the information required by paragraph (a) of this Item, provided that the requirements of paragraph (c) are met. Where the registrant meets these requirements of Form B and has elected to furnish the required information by incorporation by reference, the registrant may elect to update the information incorporated by reference to information in subsequently filed documents. (2) All other registrants. * * * * * 114. By revising paragraph (b) and by removing the words "of paragraphs (b) and (d)" in the last sentence of paragraph (d) of § 240.15c2-8 to read as follows: § 240.15c2-8 Delivery of prospectus information. * * * * * (b) A broker or dealer, and any person acting on behalf of them, must deliver prospectus information to each person offered securities in connection with an offering registered under the Securities Act as follows: (1) Form B and Schedule B Seasoned Issuers. If the issuer is offering securities as described in paragraph (b)(1)(i), then delivery under paragraph (b)(1)(ii) must be made. (i) Securities in an offering registered on: (A) Form B (§ 239.5 of this chapter), other than pursuant to General Instruction I.C.6. of that Form; or (B) Schedule B (15 U.S.C. 77aa) where a firm commitment underwritten offering in excess of $250 million in securities takes place more than one year after the effective date of the issuer's initial registered offering; (ii) A term sheet prospectus that contains the following information must be sent in a manner reasonably designed to arrive before the date an investor makes a binding investment decision: (A) An itemization of the material terms of the securities in summary format; (B) The name of any person, other than the issuer, for whose account securities are offered and a brief identification of any material relationship such person has (or had within the past three years) with the issuer or any affiliate of the issuer; (C) The identity and location of a contact person to whom questions may be directed; and (D) The identity and location of a person who, upon request, will send promptly the documents that define the terms of the securities. (2) Other issuers -- firm commitment underwritten offerings. If an offering is registered on Form A, Form SB-1, Form SB-2, Form F-7, Form F-9, Form F-10 (other than in a business combination), (§ 239.4, 239.9, 239.10, 239.37, 239.39 or 239.40 of this chapter) or on Schedule B (other than as described in paragraph (1) above), is underwritten on a firm commitment basis and the offering: (i) Is the issuer's initial offering registered in accordance with Section 5 of the Securities Act (15 U.S.C. 77e) or is an offering taking place within one year of the effective date of the issuer's initial registered offering, then a prospectus satisfying Section 10 (15 U.S.C. 77j) of the Securities Act must be sent to each investor in a manner reasonably designed to arrive at least 7 calendar days before the pricing of the securities. (ii) Takes place more than one year after the effective date of the issuer's initial offering registered in accordance with Section 5 of the Securities Act, then a prospectus satisfying Section 10 of the Securities Act must be sent to each investor in a manner reasonably designed to arrive at least 3 calendar days before the pricing of the securities. (3) Other issuers -- non-firm commitment underwritten offerings. If an offering is registered on Form A, Form SB-1, Form SB-2, Form F-7, Form F-9, Form F-10 (other than in a business combination), or on Schedule B (other than as described in paragraph (1) of this section), is not underwritten on a firm commitment basis and the offering: (i) Is the issuer's initial offering in accordance with Section 5 of the Securities Act or is an offering taking place within one year of the effective date of the issuer's initial registered offering, then a prospectus satisfying Section 10 of the Securities Act must be sent to each investor in a manner reasonably designed to arrive at least 7 calendar days before the investor signs a subscription agreement or otherwise commits to purchase securities. (ii) Takes place more than one year after the effective date of the issuer's initial registered offering in accordance with Section 5 of the Securities Act, then a prospectus satisfying Section 10 of the Securities Act must be sent to each investor in a manner reasonably designed to arrive at least 3 calendar days before the investor signs a subscription agreement or otherwise commits to purchase securities. Note to paragraphs (2) and (3). A broker or dealer may choose to deliver a prospectus meeting the requirements of Section 10(a) of the Securities Act, instead of a prospectus meeting the requirements of Section 10 of the Securities Act, if it does so in accordance with the terms of paragraphs (2) and (3). (4) Roll-ups. Notwithstanding paragraphs (1) through (3) of this section, if an issuer is registering a roll-up transaction as defined in § 229.901(c) of this chapter, a prospectus that satisfies the requirements of Section 10 of the Securities Act must be sent to each investor no later than the earlier of: (i) 60 calendar days before the meeting at which the roll-up transaction will be submitted to a vote or 60 calendar days before the earliest date on which partnership action could be taken by consent; and (ii) The date calculated by applying the maximum number of days permitted for giving notice under applicable state law. (5) Material changes. If not previously disclosed by any other means to investors, a broker or dealer must send to each investor a document setting forth material changes to the information in the prospectus delivered in a manner reasonably designed to arrive at least 24 hours before: (i) The securities are priced, if the offering is subject to paragraph (2) of this section; (ii) The investor signs a subscription agreement or otherwise commits to purchase securities, if the offering is subject to paragraph (3) of this section; or (iii) The date of the meeting at which the transaction will be submitted to a vote or on which partnership action could be taken by consent, if the offering is subject to paragraph (4) of this section. (6) Rule 462 registration statements. Notwithstanding paragraphs (1) through (4), if an offering is registered in part through a registration statement filed under § 230.462(b) or § 230.462(e), a prospectus delivered with respect to the earlier registration statement to an investor in compliance with this § 240.15c2-8 will be deemed to satisfy the delivery requirements with respect to that investor under this § 240.15c2-8 with respect to the § 230.462(b) or § 230.462(e) registration statement for the offering, provided that the broker or dealer otherwise informs investors purchasing in the offering of the change in the size of the offering. * * * * * 115. By amending § 240.15d-10 by removing the word "six" and adding, in its place, the word "five" in paragraph (g)(3) 116. By amending the last sentence of paragraph (a) of § 240.15d-13 by revising paragraph (d) and removing paragraph (e) to read as follows: § 240.15d-13 Quarterly reports on Form 10-Q and Form 10-QSB (§ 249.308a and § 249.308b of this chapter). * * * * * (d) Notwithstanding the foregoing provisions of this section, market risk disclosure required by of Item 3 of Part I of Form 10-Q shall not be deemed to be "filed" for the purpose of Section 18 of the Act (15 U.S.C. 78r). That disclosure, therefore, shall not be subject to the liabilities of that Section. That disclosure shall, however, be subject to all other provisions of the Act. * * * * * PART 249 - FORMS, SECURITIES EXCHANGE ACT OF 1934 117. The authority citation for Part 249 continues to read, in part, as follows: Authority: 15 U.S.C. 78a, et seq., unless otherwise noted; * * * * * 118. The authority citations following § 249.210 are removed. 119. By amending Form 8-A (referenced in § 249.208a) by revising the title of General Instruction A. and paragraph (a) of General Instruction A.; by designating Instruction D. of General Instructions as paragraph (a) of Instruction D. of General Instructions; by adding a sentence at the end of paragraph (a) of Instruction D. of General Instructions, paragraphs (b), (c), (d) and (e) to Instruction D. of General Instructions; and by revising the Signatures section to read as follows: Note: The text of Form 8-A does not and this amendment will not appear in the Code of Federal Regulations. U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM 8-A * * * * * GENERAL INSTRUCTIONS * * * * * A. Use of Form 8-A. (a) Subject to paragraph (b), you may use this Form for registration pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 of any class of securities of any issuer that: (1) is required to file reports pursuant to Section 13(a) or 15(d) of the Act, and has filed all material required to be filed under Section 13, 14 or 15(d) for a period of at least 12 full calendar months and any portion of a month immediately preceding the date of filing this Form (or such shorter period that the issuer was subject to those requirements); or (2) has securities listed on an exchange that is not registered as a national securities exchange, pursuant to an order exempting that exchange from such registration. * * * * * D. Signature and Filing of Registration Statement. (a) * * * See Exchange Act Rule 12b-11(d) concerning manual signatures and Item 601 of Regulation S-K concerning signatures pursuant to powers of attorney. (b) The following persons, or persons performing similar functions, must sign the registration statement: (1) The registrant; (2) Its principal executive officer or officers; (3) Its principal financial officer; (4) Its controller or principal accounting officer; and (5) At least the majority of its board of directors. (c) Where the registrant is a foreign issuer, its authorized representative in the United States also must sign the registration statement. (d) Where the registrant is a limited partnership, its general partner must sign. Where the general partner is a corporation, the majority of the board of directors of the corporate general partner must sign the registration statement. (e) Type or print the name and title of each person who signs the registration statement beneath the person's signature. Any person who occupies more than one of the specified positions must indicate each capacity in which that person signs the registration statement. * * * * * SIGNATURES* The registrant hereby certifies that it meets all of the requirements for filing on Form 8-A. The registrant also certifies that it has duly caused and authorized the undersigned to sign this registration statement on its behalf. The undersigned certifies that he/she has read this registration statement and to his/her knowledge the registration statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. (Registrant).......................................... By (Signature and Title).......................................... Date..................... The following persons certify that they have read this registration statement and to their knowledge the registration statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The following persons also certify that they are signing on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title).......................................... Date..................... By (Signature and Title).......................................... Date..................... * See General Instruction D. * * * * * 120. By amending Form 10 (referenced in § 249.210) by designating Instruction D. of General Instructions as paragraph (a) of Instruction D. of General Instructions; by adding a sentence at the end of paragraph (a) of Instruction D. of General Instructions, paragraphs (b), (c), (d) and (e) to Instruction D. of General Instructions, by adding four lines to the cover page of the registration statement, Item 1A. to the "Information Required in the Registration Statement" section; and by revising the Signatures section to read as follows: Note: The text of Form 10 does not and this amendment will not appear in the Code of Federal Regulations. U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10 * * * * * GENERAL INSTRUCTIONS * * * * * D. Signature and Filing of Registration Statement. (a) * * * See Exchange Act Rule 12b-11(d) concerning manual signatures and Item 601 of Regulation S-K concerning signatures pursuant to powers of attorney. (b) The following persons, or persons performing similar functions, must sign the registration statement: (1) the registrant; (2) its principal executive officer or officers; (3) its principal financial officer; (4) its controller or principal accounting officer; and (5) at least the majority of its board of directors. (c) Where the registrant is a foreign issuer, its authorized representative in the United States also must sign the registration statement. (d) Where the registrant is a limited partnership, its general partner must sign. Where the general partner is a corporation, the majority of the board of directors of the corporate general partner must sign the registration statement. (e) Type or print the name and title of each person who signs the registration statement beneath the person's signature. Any person who occupies more than one of the specified positions must indicate each capacity in which that person signs the registration statement. * * * * * FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 * * * * * -------------------------------------------------------- (Exact name of registrant as specified in its charter) Registrant's telephone number, including area code _____________________________ * * * * * INFORMATION REQUIRED IN REGISTRATION STATEMENT * * * * * Item 1A. Company Risk Factors. If the registrant is not required, as of the date of filing, to file reports pursuant to Section 13(a), set forth, under the caption "Company Risk Factors," the most significant factors with respect to the registrant's business, operations, industry, or financial position that may have a negative impact on the registrant's future financial performance. Explain briefly how the risk affects the registrant. Do not present risk factors that could apply to any registrant. Set forth each risk factor under a caption that adequately describes the risk. Provide the discussion of risk factors in plain English in accordance with Exchange Act Rule 12b-24. * * * * * SIGNATURES* The registrant certifies that it has duly caused and authorized the undersigned to sign this registration statement on its behalf. The undersigned certifies that he/she has read this registration statement and to his/her knowledge the registration statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. (Registrant).......................................... By (Signature and Title).......................................... Date..................... The following persons certify that they have read this registration statement and to their knowledge the registration statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The following persons also certify that they are signing on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title).......................................... Date..................... By (Signature and Title).......................................... Date..................... * See General Instruction D. 121. By amending Form 10-SB (referenced in § 249.210b) by adding four lines to the cover page of the registration statement, by adding a sentence at the end of General Instruction B.2., General Instruction B.3., B.4., B.5. and B.6., and Item 1A. to Part II; and by revising the Signatures section to read as follows: Note: The text of Form 10-SB does not and these amendments will not appear in the Code of Federal Regulations. U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-SB * * * * * GENERAL INSTRUCTIONS * * * * * Issuer's telephone number______________________________________ __________________________________ (Web Site Address, if any) _____________________________ (E-mail Address, if any) * * * * * B. Signature and Filing of Registration Statement. * * * * * 2. * * * See Exchange Act Rule 12b-11(d) concerning manual signatures and Item 601 of Regulation S-B concerning signatures pursuant to powers of attorney. 3. The following persons, or persons performing similar functions, must sign the registration statement: (a) the small business issuer; (b) its principal executive officer or officers; (c) its principal financial officer; (d) its controller or principal accounting officer; and (e) at least the majority of its board of directors. 4. Where the small business issuer is a foreign issuer, its authorized representative in the United States also must sign the registration statement. 5. Where the small business issuer is a limited partnership, its general partner must sign. Where the general partner is a corporation, the majority of the board of directors of the corporate general partner must sign the registration statement. 6. Type or print the name and title of each person who signs the registration statement beneath the person's signature. Any person who occupies more than one of the specified positions must indicate each capacity in which that person signs the registration statement. * * * * * PART II * * * * * Item 1A. Company Risk Factors. If the registrant is not required, as of the date of filing, to file reports pursuant to Section 13(a), set forth, under the caption "Company Risk Factors," the most significant factors with respect to the registrant's business, operations, industry, or financial position that may have a negative impact on the registrant's future financial performance. Explain briefly how the risk affects the registrant. Do not present risk factors that could apply to any registrant. Set forth each risk factor under a caption that adequately describes the risk. Provide the discussion of risk factors in plain English in accordance with Exchange Act Rule 12b-24. * * * * * SIGNATURES* The registrant hereby certifies that it meets all of the requirements for filing on Form 10-SB. The registrant also certifies that it has duly caused and authorized the undersigned to sign this registration statement on its behalf. The undersigned certifies that he/she has read this registration statement and to his/her knowledge the registration statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. (Registrant).......................................... By (Signature and Title).......................................... Date..................... The following persons certify that they have read this registration statement and to their knowledge the registration statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The following persons also certify that they are signing on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title).......................................... Date..................... By (Signature and Title).......................................... Date..................... * See General Instruction B. 122. By amending Form 18 (referenced in § 249.218) by revising the title of the Form, by adding four lines to the cover page of the registration statement, by revising the "Rule as to the Use of Form 18" section and by adding paragraph 3A. after paragraph 3.(g) to the "Definitions" section to read as follows: Note:The text of Form 18 does not and this amendment will not appear in the Code of Federal Regulations. FORM 18 * * * * * ______________________________________________________________________________ (Name, address (including zip code) and telephone number (including area code) of agent for service in the United States __________________________________ (Web Site Address, if any) ____________________________ (E-mail Address, if any) * * * * * APPLICATION FOR REGISTRATION PURSUANT TO SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 * * * * * RULE AS TO THE USE OF FORM 18 Foreign governments and political subdivisions shall use Form 18 for registration pursuant to Section 12(b) of the Securities Exchange Act of 1934. * * * * * DEFINITIONS * * * * * 3A. If the registrant is not required, as of the date of filing, to file reports pursuant to Section 13, set forth, under the caption "Risk Factors": (i) the most significant factors with respect to the registrant's financial position; and (ii) country risks that are unlikely to be known or anticipated by investors. Explain briefly how the risk affects the registrant. Do not present risk factors that could apply to any registrant. Set forth each risk factor under a caption that adequately describes the risk. Provide the discussion of risk factors in plain English in accordance with Exchange Act Rule 12b-24. * * * * * 123. By amending Form 20-F (referenced in § 249.220f) by adding four lines to the cover page of registration statement, by removing in General Instruction G.(c) the words "Forms F-3 (§ 239.33 of this chapter) or F-2 (§ 239.32 of this chapter)" and adding, in their place, the words "Form B (§ 239.5 of this chapter) or Form A (§ 239.4 of this chapter)", in Item 1(a)(2)(i) the words "Form F-1 (§ 239.31 of this chapter)" and adding, in their place, the words "Form A (§ 239.4 of this chapter)", in Item 1(a)(2)(iii)(B)(1) the words "Form F-1" and adding, in their place, the words "Form A"; by revising paragraph (b) of General Instruction A. and General Instruction C.(a); by designating Instruction D. of General Instructions as paragraph (a) of Instruction D. of General Instructions; by adding a sentence at the end of paragraph (a) of Instruction D. of General Instructions, paragraphs (b), (c) and (d) to Instruction D. of General Instructions, by revising Item 1.(b); by redesignating the Instruction following Item 1.(b) as Instruction number 1; by adding Instruction number 2; by revising paragraph D. to General Instructions to Items 9A(a), 9A(b), 9A(c), 9A(d) and 9A(e); and by revising the Signatures section to read as follows: Note: The text of Form 20-F does not and this amendment will not appear in the Code of Federal Regulations. U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM 20-F * * * * * ______________________________________________________________________ (Address of principal executive offices) _________________________________ (Web Site Address, if any) __________________________ (E-mail Address, if any) * * * * * GENERAL INSTRUCTIONS A. Rule as to Use of Form 20-F. * * * * * (b) A foreign private issuer must file its annual report on this Form within five months after the end of the fiscal year covered by the report. * * * * * C. Preparation of Registration Statements and Reports. (a) Do not use this Form as a blank form to be filled in; use it only as a guide in the preparation of the registration statement or annual report. See General Instruction G. as to the items to be responded to in the registration statement or annual report. Where any item requires information in tabular form, provide the information in substantially the tabular form specified in the item. The registration statement or report must contain the numbers and captions of all items. The text following each caption in this Form, which describes what must be disclosed under each item, may be omitted if the disclosure provided in response to each item indicates the coverage of the item without the necessity of referring to the text. Omit the text of all instructions in this Form. Unless expressly provided otherwise, if any item is inapplicable or the answer thereto is in the negative, make an appropriate statement to that effect. * * * * * D. Signature and Filing of Registration Statements and Reports. (a) * * * See Exchange Act Rule 12b-11(d) concerning manual signatures and Item 601 of Regulation S-K concerning signatures pursuant to powers of attorney. (b) The following persons, or persons performing similar functions, must sign the registration statement or report: (1) the registrant; (2) its principal executive officer or officers; (3) its principal financial officer; (4) its controller or principal accounting officer; (5) at least the majority of its board of directors; and (6) its authorized representative in the United States. (c) Where the registrant is a limited partnership, its general partner must sign. Where the general partner is a corporation, the majority of the board of directors of the corporate general partner must sign the registration statement or report. (d) Type or print the name and title of each person who signs the registration statement or report beneath the person's signature. Any person who occupies more than one of the specified positions must indicate each capacity in which that person signs it. * * * * * PART I Item 1. Description of Business. * * * * * (b) Set forth, under the caption "Company and Country Risk Factors": (i) the most significant factors with respect to the registrant's business, operations, industry, or financial position that may have a negative impact on the registrant's future financial performance; and (ii) any material country risks that are unlikely to be known or anticipated by investors and could materially affect the registrant's operations. Explain briefly how the risk affects the registrant. Do not present risk factors that could apply to any registrant. Set forth each risk factor under a caption that adequately describes the risk. Provide the discussion of risk factors in plain English in accordance with Exchange Act Rule 12b-24. Instructions. 1. * * * 2. If this Form is being used to register securities, registrants that are required, as of the date of filing, to file reports pursuant to Section 13(a) need not comply with the requirements of paragraph (b) of this Item. * * * * * Item 9A. Quantitative and Qualitative Disclosures About Market Risk. * * * * * General Instructions to Items 9A(a), 9A(b), 9A(c), 9A(d), and 9A(e). * * * * * 2. * * * D. For purposes of paragraph 1. of this Instruction, market capitalization is the aggregate market value of common equity as set forth in General Instruction I.C.1. of Form B; provided, however that common equity held by affiliates is included in the calculation of market capitalization; and provided further that the market capitalization measurement date is January 28, 1997. * * * * * SIGNATURES* The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F. The registrant also certifies that it has duly caused and authorized the undersigned to sign this registration statement [report] on its behalf. The undersigned certifies that he/she has read this registration statement [report] and to his/her knowledge the registration statement [report] does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. (Registrant).......................................... By (Signature and Title).......................................... Date..................... The following persons certify that they have read this registration statement [report] and to their knowledge the registration statement [report] does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The following persons also certify that they are signing below on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title).......................................... Date..................... By (Signature and Title).......................................... Date..................... * See General Instruction D. * * * * * 124. By amending § 249.240f by revising paragraph (b)(4); and adding Instruction 7 to the Instructions following paragraph (b)(4) to read as follows: § 249.240fForm 40-F, for registration of securities of certain Canadian issuers pursuant to Section 12(b) or (g) and for reports pursuant to Section 15(d) and Rule 15d-4 (§ 240.15d-4 of this chapter). * * * * * (b) * * * (4) Public Float/ADTV. (i) The registrant meets either of the following thresholds: (A) The market value of the public float of the registrant's outstanding equity shares is $75 million or more and the average trading volume value is $1 million or more, or (B) The market value of the public float of the registrant's outstanding equity shares is $250 million or more. (ii) A registrant need not meet either of the thresholds in paragraph (b)(4)(i) of this section if it registered or is eligible to register non-convertible securities on Form F-9 (§ 239.39 of this chapter). Instructions * * * * * 7. For the purposes of this Form, "average daily trading volume" shall mean the average daily trading volume of the registrant's equity securities on Canadian markets during the three full calendar months or any 90 consecutive calendar days ending within 10 calendar days immediately preceding the filing of the registration statement. * * * * * 125. By amending Form 40-F (referenced in § 249.240f) by adding four lines to the cover page of the registration statement, by revising paragraph (2)(iv) of General Instruction A.; adding Instruction 7 to the Instructions following paragraph (2)(iv) of General Instruction A.; revising paragraph (8) and adding paragraph (10) (before the Notes) to General Instruction D.; by revising the Signatures section; by redesignating Instructions A and B following the Signatures section as Instructions D and E; and by adding Instructions A, B and C following the Signatures section to read as follows: Note: The text of Form 40-F does not and this amendment will not appear in the Code of Federal Regulations. U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM 40-F [ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 OR [ ] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 * * * * * ______________________________________________________________________________ (Name, address (including zip code) and telephone number (including area code) of agent for service in the United States) _________________________________ (Web Site Address, if any) __________________________ (E-mail Address, if any) * * * * * GENERAL INSTRUCTIONS * * * * * A. Rules as to Use of Form 40-F (2) * * * (iv) Public Float/ADTV. (A) The registrant meets either of the following thresholds: (1) the market value of the public float of the registrant's outstanding equity shares is $75 million or more and the average trading volume value is $1 million or more, or (2) the market value of the public float of the registrant's outstanding equity shares is $250 million or more. (B) A registrant need not meet either of the thresholds in paragraph A.(2)(iv) of this Instruction if it registered or is eligible to register non-convertible securities on Form F-9 (§ 239.39 of this chapter). Instructions * * * * * 7. For the purposes of this Form, "average daily trading volume" shall mean the average daily trading volume of the registrant's equity securities on Canadian markets during the three full calendar months or any 90 consecutive calendar days ending within 10 calendar days immediately preceding the filing of the registration statement. * * * * * D. Application of General Rules and Regulations * * * * * (8) At least one copy of every registration statement or report filed on this Form shall be signed manually. Unsigned copies shall be conformed. * * * * * (10) Where this Form requires a manual signature on a document, the document may be manually signed, signed using typed signatures, or signed using duplicated or facsimile versions of manual signatures. Where typed, duplicated or facsimile signatures are used, each signatory must manually sign, no later than the time of filing, a signature page or other document authenticating, acknowledging or otherwise adopting the signature that appears in the filing. That manually signed page or document must be retained for five years by the registrant and must be furnished to the Commission or its staff upon request. * * * * * SIGNATURES The registrant hereby certifies that it meets all of the requirements for filing on Form 40-F. The registrant also certifies that it has duly caused and authorized the undersigned to sign this registration statement [report] on its behalf. The undersigned certifies that he/she has read this registration statement [report] and to his/her knowledge the registration statement [report] does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. (Registrant).......................................... By (Signature and Title).......................................... Date..................... The following persons certify that they have read this registration statement [report] and to their knowledge the registration statement [report] does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The following persons also certify that they are signing below on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title).......................................... Date..................... By (Signature and Title).......................................... Date..................... Instructions A. The following persons, or persons performing similar functions, must sign the registration statement or report: (1) the registrant; (2) its principal executive officer or officers; (3) its principal financial officer; (4) its controller or principal accounting officer; (5) at least the majority of its board of directors; and (6) its authorized representative in the United States. B. Where the registrant is a limited partnership, its general partner must sign. Where the general partner is a corporation, the majority of the board of directors of the corporate general partner must sign the registration statement or report. C. Type or print the name and title of each person who signs the registration statement or report beneath the person's signature. Any person who occupies more than one of the specified positions must indicate each capacity in which that person signs it. See Exchange Act Rule 12b-11(d) concerning manual signatures and Item 601 of Regulation S-K concerning signatures pursuant to powers of attorney. * * * * * 126. By amending Form 6-K (referenced in § 249.306) by revising the second paragraph of General Instruction B., by revising General Instruction C., by adding General Instruction E., by adding four lines to the cover page, a sentence and a check box to the cover page immediately before "Signatures"; and by revising the Signatures section to read as follows: Note: The text of Form 6-K does not and this amendment will not appear in the Code of Federal Regulations. U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM 6-K * * * * * GENERAL INSTRUCTIONS * * * * * B. Information and Document Required to be Furnished. * * * * * The information required to be furnished pursuant to (i), (ii) or (iii) above is that which is material with respect to the issuer and its subsidiaries. The information may concern, for example: 1. Changes in business; 2. Changes in the issuer's name; 3. Changes in control; 4. Acquisitions or dispositions of assets; 5. Bankruptcy or receivership; 6. Changes in the issuer's certifying accountants; 7. The financial condition and results of operations; 8. Material legal proceedings; 9. Changes in securities or in the security for registered securities; 10. Material modifications to the rights of security holders; 11. Material increases or decreases in the amount outstanding of securities or indebtedness; 12. Material defaults on indebtedness, material arrearages in dividends and other material delinquencies; 13. The results of the submission of matters to a vote of security holders; 14. Transactions with directors, officers, or principal security holders; 15. Departure of the issuer's chief executive officer, chief financial officer, chief operating officer or president (or anyone serving those functions); 16. The granting of options or payment of other compensation to directors or officers; and 17. Any other information that the issuer deems of importance to security holders. * * * * * C. Preparation and Filing of Report. 1. This report shall consist of: a cover page, the document or report furnished by the issuer and a signature page. Furnish to the Commission eight complete copies of each report on this Form. File with any national securities exchange or the Nasdaq stock market on which any class of the registrant's securities is listed at least one complete copy of the report. 2. The following persons, or persons performing similar functions, must sign the report: (a) the principal executive officer or officers; (b) the principal financial officer; (c) the controller or principal accounting officer. 3. Type or print the name and title of each person who signs the report beneath the person's signature. Any person who occupies more than one position must indicate each capacity in which that person signs it. See Exchange Act Rule 12b-11(d) concerning manual signatures and Item 601 of Regulation S-K concerning signatures pursuant to powers of attorney. * * * * * E. Voluntary Reporting of Other Events of Information. A foreign private issuer also may use this Form to disclose voluntarily events and information that it believes may be of interest or importance to its security holders. We encourage foreign private issuers to submit voluntary reports on this Form promptly after they learn about the information they are disclosing. * * * * * FORM 6-K _______________________________________________________________ (Address of principal executive offices) ___________________________________________________________ (Web Site Address, if any) _________________________________________________________ (E-mail Address, if any) * * * * * If you are submitting information voluntarily pursuant to General Instruction E., check the following box. [ ] SIGNATURES* The registrant hereby certifies that it meets all of the requirements for filing on Form 6-K. The registrant also certifies that it has duly caused and authorized the undersigned to sign this report on its behalf. The undersigned certifies that he/she has read this report and to his/her knowledge the report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The undersigned also certifies that he/she has provided a copy of this report to each member of the registrant's board of directors. (Registrant).......................................... By (Signature and Title).......................................... Date..................... * See General Instruction C. 127. By amending Form 8-K (referenced in § 249.308) by adding four lines to the cover page, by revising General Instruction B.1.; by redesignating General Instructions B.3. and B.4. as General Instructions B.2. and B.3.; by revising General Instruction E., paragraph (a) and the Instruction following paragraph (b) of Item 4; by adding Items 10, 11, 12, 13 and 14; and by revising the Signatures section to read as follows: Note:The text of Form 8-K does not and these amendments will not appear in the Code of Federal Regulations. U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K CURRENT REPORT * * * * * Registrant's telephone number, including area code _____________________________ ___________________________________________________________________ (Web Site Address, if any) _________________________________________________________________ (E-mail Address, if any) * * * * * GENERAL INSTRUCTIONS * * * * *B. Events to be Reported and Time for Filing of Reports. 1. The date on which a report required by this Form is due is as follows: (a) with respect to Items 1 - 3, 6, 9, 10, and 13 of this Form, within 5 calendar days after the occurrence of the event; (b) with respect to Item 7 of this Form, in accordance with paragraph (a)(4) of that Instruction; (c) with respect to Item 8 of this Form, within 5 calendar days after the date on which the registrant makes the determination to use a fiscal year end different than that used in its most recent filing with the Commission; and (d) with respect to Items 4, 11 and 12 of this Form, within one business day after the reportable event occurred. In the case of Item 11, if the default occurred on a Saturday, Sunday or federal holiday, the due date would be within two business days after the day the default occurred. (e) with respect to Item 14 of this Form: (1) the date on which financial information for the registrant's most recent fiscal year is publicly released, but no later than 60 calendar days after the end of that fiscal year; and (2) the date on which financial information for the registrant's most recent quarter (except for the last quarter of any fiscal year) is publicly released, but no later than 30 calendar days after the end of that quarter. Instruction to General Instruction B.1.(e): No report under Item 14 is due, however, if the registrant has filed its Form 10-Q (or Form 10-QSB) or Form 10-K (or Form 10-KSB) for the period that is required to be presented in the Item 14 report. * * * * * E. Signature and Filing of Report. 1. File with the Commission three complete copies of the report, including any financial statements, exhibits or other papers or documents filed as a part thereof, and five additional copies which need not include exhibits. File with any national securities exchange or the Nasdaq stock market on which any class of the registrant's securities is listed at least one complete copy of the report, including any financial statements, exhibits or other documents filed as a part of it. 2. The following persons, or persons performing similar functions, must sign the report: (a) the principal executive officer or officers; (b) the principal financial officer; and (c) the controller or principal financial officer. 3. Type or print the name and title of each person who signs the report beneath the person's signature. Any person who occupies more than one position must indicate each capacity in which that person signs it. See Exchange Act Rule 12b-11(d) concerning manual signatures and Item 601 of Regulation S-K concerning signatures pursuant to powers of attorney. * * * * * Item 4. Changes in Registrant's Certifying Accountant. (a) Provide the information required by Item 304(a)(1) of Regulation S-K, including compliance with the related instructions to Item 304 and with Item 304(a)(3), if the registrant's principal independent accountant or a significant subsidiary's independent accountant upon whom the registrant's principal accountant expressed reliance in its report: (1) resigns; (2) declines to stand for re-election after the current audit; (3) is dismissed; (4) notifies the registrant that reliance on its prior audit report with respect to the registrant or a significant subsidiary is no longer permissible; or (5) notifies the registrant that it will not consent to the use of its prior audit report with respect to the registrant or a significant subsidiary in a filing with the Commission. (b) * * * Instruction. The events described in paragraphs (a)(1) - (a)(5) are reportable events separate from the engagement of a new independent accountant. On some occasions involving a change in accountants, two reports on Form 8-K will be required. (For example, the registrant may file the first Form 8-K upon the accountant's resignation and the second Form 8-K upon the later engagement of a new accountant.) Under such circumstances, the registrant need not disclose information ordinarily required in the second Form 8-K if it was previously disclosed in the first Form 8-K. * * * * * Item 10. Material Modifications to the Rights of Security Holders. (a) If the instruments defining the rights of holders of any class of registered securities have been materially modified, identify the class of securities involved and state briefly the general effect of the modification upon those holders' rights. (b) If the rights evidenced by any class of registered securities have been materially limited or qualified by the issuance or modification of any other class of securities, state briefly the general effect of the issuance or modification upon the rights of holders of the registered securities. Instruction. Working capital restrictions and other limitations upon the payment of dividends are to be reported pursuant to Item 9. Item 11. Defaults, Dividend Arrearages and Delinquencies. (a) Disclose the information required by paragraph (b) of this Item if, with respect to indebtedness of the registrant or any of its significant subsidiaries exceeding 5% of the total assets of the registrant and its consolidated subsidiaries, there has been: (1) any material default in the payment of principal, interest, a sinking or purchase fund installment; or (2) any other material default. (b) Identify the indebtedness and state the nature of the default. In the case of such a default under paragraph (a)(1), state the amount of the default and the total arrearage on the date of filing this report. Instruction. Paragraph (a) refers only to events that have become defaults under the governing instruments, i.e., after the expiration of any grace period and compliance with any notice requirements. (c) Disclose the information required by paragraph (d) of this Item if there is any material arrearage in the payment of dividends or any other material delinquency with respect to: (1) any class of the registrant's preferred stock that is registered; (2) any class of the registrant's preferred stock that ranks prior to any class of the registrant's securities that is registered; or (3) any class of preferred stock of any significant subsidiary of the registrant. (d) State the title of the class and state the nature of the arrearage or delinquency. In the case of an arrearage in the payment of dividends, state the amount and the total arrearage as of the date of filing this report. Instruction to Item 11. You need not report under this Item defaults or dividend arrearages relating to any class of securities all of which is owned by, or for the account of, the registrant or its wholly-owned subsidiaries. Item 12. Departure of Registrant's Key Officers. If the registrant's chief executive officer, chief financial officer, chief operating officer, president or any person serving an equivalent function, has ceased serving the registrant in that capacity: (a) state the date when that occurred; (b) indicate the reason for his or her departure; and (c) state the name of any person chosen, to date, as a replacement. Item 13. Name Change. If the registrant has changed its name, state both the former name and the current name of the registrant. Item 14. Annual and Quarterly Financial Information. (a) Provide the financial information required by Item 301 of Regulation S-K, in a table designed to facilitate comparison, for the following periods: (1) if the most recently completed fiscal period was the registrant's fiscal year: (i) the most recently fiscal year ended; and (ii) the preceding fiscal year (or for the life of the registrant and its predecessor, if less). (2) if the most recently completed fiscal period was one of the first three quarters of the registrant's fiscal year: (i) the most recent fiscal quarter ended; (ii) the quarterly periods between the end of the last fiscal year and the end of the most recent fiscal quarter; and (iii) the periods of the preceding fiscal year corresponding to the periods referred to in paragraphs (a)(2)(i) and (a)(2)(ii). Instructions to Item 14. The financial information required by this Item means the financial information for the registrant and its subsidiaries on a consolidated basis. The financial information may be unaudited. SIGNATURES* The registrant certifies that it has duly caused and authorized the undersigned to sign this report on its behalf. The undersigned certifies that he/she has read this report and to his/her knowledge the report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The undersigned also certifies that he/she has provided a copy of this report to each member of the registrant's board of directors. (Registrant).......................................... By (Signature and Title).......................................... Date..................... * See General Instruction E. 128. By amending Form 10-Q (referenced in §249.308a) by revising General Instructions A., F., G., and H.2.b.; by adding four lines to the cover page, by adding Item 1A. to Part II; and in Part II, Item 2 by revising the heading, by removing paragraphs (a) and (b) and the Instruction following paragraph (d), and by redesignating paragraphs (c) and (d) as paragraphs (a) and (b); by removing Item 3 of Part II; by redesignating Items 4, 5 and 6 of Part II as Items 3, 4 and 5 of Part II; and by revising the Signatures section to read as follows: Note: The text of Form 10-Q does not and this amendment will not appear in the Code of Federal Regulations. U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q * * * * * GENERAL INSTRUCTIONS A. Rule as to Use of Form 10-Q. 1. Unless eligible to use Form 10-QSB, a registrant must use Form 10-Q for quarterly reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 as required by Exchange Act Rule 13a-13 or Rule 15d-13. A registrant must file a quarterly report on this Form within 45 days after the end of each of the first three fiscal quarters of each fiscal year. It need not file a quarterly report for the fourth quarter of any fiscal year. 2. Unless eligible to use Form 10-QSB, a registrant also must use Form 10-Q for transition and quarterly reports under Exchange Act Rule 13a-10 or Rule 15d-10. It must file those reports in accordance with the requirements set forth in those Rules which are applicable when a registrant changes its fiscal year end. * * * * * F. Filed Status of Market Risk Disclosure in the Form 10-Q Pursuant to Exchange Act Rule 13a-13(d) and Rule 15d-13(d), market risk disclosures required by Item 3 of Part I of this Form are not deemed to be "filed" for purposes of Section 18 of the Act. That disclosure is therefore not subject to the liabilities of Section 18. Disclosure required by other Items of the Form is "filed" for purposes of Section 18, however, even if it is also required by Item 3 of Part I of the Form. Market risk disclosure required by Item 3 of Part I of this Form is subject to all other provisions of the Act. G. Signature and Filing of Report 1. File with the Commission three complete copies of the report, including any financial statements, exhibits or other papers or documents filed as a part thereof, and five additional copies which need not include exhibits. File with each exchange or the Nasdaq stock market on which any class of securities of the registrant is registered at least one complete copy of the report, including any financial statements, exhibits or other papers or documents filed as a part thereof. Manually sign at least one complete copy of the report filed with the Commission and with each exchange or market. Type or print signatures on copies not manually signed. See Exchange Act Rule 12b-11(d) concerning manual signatures and Item 601 of Regulation S-K concerning signatures pursuant to powers of attorney. 2. The following persons, or persons performing similar functions, must sign the report: a. the registrant; b. its principal executive officer or officers; c. its principal financial officer; d. its controller or principal accounting officer; and e. at least the majority of its board of directors. 3. Where the registrant is a foreign issuer, its authorized representative in the United States also must sign the report. 4. Where the registrant is a limited partnership, its general partner must sign. Where the general partner is a corporation, the majority of the board of directors of the corporate general partner must sign the report. 5. Type or print the name and title of each person who signs the report beneath the person's signature. Any person who occupies more than one of the specified positions must indicate each capacity in which that person signs it. H. Omission of Information by Certain Wholly-Owned Subsidiaries. * * * * * 2. * * * b. Such registrants may omit the information called for by Item 2 of Part II, Sales of Securities and Use of Proceeds, and Item 3. of Part II, Submission of Matters to a Vote of Security Holders. * * * * * FORM 10-Q * * * * * ___________________________________________________________ (Registrant's telephone number, including area code) ___________________________________________________________ (Web Site Address, if any) ___________________________________________________________ (E-mail Address, if any) * * * * * PART II -- OTHER INFORMATION * * * * * Item 1A. Updated Company Risk Factors. Set forth any material disclosure regarding company risk factors (as described in Item 1A. of Part I of Form 10-K) that either was not included in the later of the registrant's most recent Securities Act registration statement or Exchange Act annual report, or has changed since the date of that registration statement or annual report. Set forth each risk factor under a caption that adequately describes the risk. Provide the discussion of risk factors in plain English in accordance with Exchange Act Rule 12b-24. Item 2. Sales of Securities and Use of Proceeds. * * * * * SIGNATURES* The registrant certifies that it has duly caused and authorized the undersigned to sign this report on its behalf. The undersigned certifies that he/she has read this report and to his/her knowledge the report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. (Registrant).......................................... By (Signature and Title).......................................... Date..................... The following persons certify that they have read this report and to their knowledge the report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The following persons also certify that they are signing below on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title).......................................... Date..................... By (Signature and Title).......................................... Date..................... * See General Instruction G. 129. By amending Form 10-QSB (referenced in §249.308b) by adding four lines to the cover page; by removing General Instruction E.; by redesignating General Instructions F., G. and H. as General Instructions E., F. and G.; in newly designated General Instructions E, F and G, by revising the first sentence of E.1. and E.2.; by adding E.3., E.4., E.5. and E.6.; by revising General Instruction F.2.(b); by adding a title and removing the words "Item 6(a)" and adding, in their place, the words "Item 5(a)" in General Instruction G.; in Part II, by adding Item 1A; by revising the title in Item 2; by removing paragraphs (a) and (b) and the Instruction to Item 2 following paragraph (d) and redesignating paragraphs (c) and (d) as paragraphs (a) and (b); by removing Item 3; and redesignating Items 4, 5 and 6 as Items 3, 4 and 5; and by revising the Signatures section to read as follows: Note: The text of Form 10-QSB does not and this amendment will not appear in the Code of Federal Regulations. U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-QSB * * * * * ___________________________________________________________ (Registrant's telephone number, including area code) ___________________________________________________________ (Web Site Address, if any) ___________________________________________________________ (E-mail Address, if any) * * * * * GENERAL INSTRUCTIONS * * * * * E. Signature and Filing of Report 1. File three "complete" copies and five "additional" copies of the report with the Commission and file at least one complete copy with each exchange or the Nasdaq stock market on which any class of securities of the registrant is registered. * * * 2. Manually sign at least one complete copy of the report filed with the Commission and with each exchange or market. Type or print signatures on copies not manually signed. See Exchange Act Rule 12b-11 concerning manual signatures and Item 601 of Regulation S-B concerning signatures pursuant to powers of attorney. 3. The following persons, or persons performing similar functions, must sign the report: (a) the small business issuer; (b) its principal executive officer or officers; (c) its principal financial officer; (d) its controller or principal accounting officer; and (e) at least the majority of its board of directors. 4. Where the small business issuer is a foreign issuer, its authorized representative in the United States also must sign the report. 5. Where the small business issuer is a limited partnership, its general partner must sign. Where the general partner is a corporation, the majority of the board of directors of the corporate general partner must sign the report. 6. Type or print the name and title of each person who signs the report beneath the person's signature. Any person who occupies more than one of the specified positions must indicate each capacity in which that person signs. F. Omission of Information by Certain Wholly-Owned Subsidiaries * * * * * 2. * * * b. Such registrants may omit the information called for by Items 2 and 3 of Part II. G. Exhibits * * * * * PART II -- OTHER INFORMATION * * * * * Item 1A. Updated Company Risk Factors Set forth any material disclosure regarding company risk factors (as described in Item 1A. of Form 10-KSB) that either was not included in the later of the registrant's most recent Securities Act registration statement or Exchange Act annual report, or has changed since the date of that registration statement or annual report. Set forth each risk factor under a caption that adequately describes the risk. Provide the discussion of risk factors in plain English in accordance with Exchange Act Rule 12b-24. Item 2. Sales of Securities and Use of Proceeds * * * * * SIGNATURES* The registrant hereby certifies that it meets all of the requirements for filing on Form 10-QSB. The registrant also certifies that it has duly caused and authorized the undersigned to sign this report on its behalf. The undersigned certifies that he/she has read this report and to his/her knowledge the report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. (Registrant).......................................... By (Signature and Title).......................................... Date..................... The following persons certify that they have read this report and to their knowledge the report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The following persons also certify that they are signing below on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title).......................................... Date..................... By (Signature and Title).......................................... Date..................... * See General Instruction F. 130. By amending Form 10-K (referenced in § 249.310) by revising General Instruction D.(1) and D.(2); by redesignating General Instruction D.(3) as General Instruction D.(7); by adding General Instructions D.(3), D.(4), D.(5) and D.(6); by revising the first two sentences of General Instruction G.(4); by adding four lines to the cover page; in Part I, by adding Item 1A. and by revising Item 2 and the Signatures section to read as follows: Note: The text of Form 10-K does not and this amendment will not appear in the Code of Federal Regulations. U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K * * * * * GENERAL INSTRUCTIONS * * * * * D. Signature and Filing of Report. (1) File with the Commission three complete copies of the report, including any financial statements, exhibits or other papers or documents filed as a part thereof, and five additional copies which need not include exhibits. File with each exchange or the Nasdaq stock market on which any class of securities of the registrant is registered at least one complete copy of the report, including any financial statements, exhibits or other papers or documents filed as a part thereof. (2) Manually sign at least one complete copy of the report filed with the Commission and with each exchange or market. Type or print signatures on copies not manually signed. See Exchange Act Rule 12b-11(d) concerning manual signatures and Item 601 of Regulation S-K concerning signatures pursuant to powers of attorney. (3) The following persons, or persons performing similar functions, must sign the report: (a) the registrant; (b) its principal executive officer or officers; (c) its principal financial officer; (d) its controller or principal accounting officer; and (e) at least the majority of its board of directors. (4) Where the registrant is a foreign issuer, its authorized representative in the United States also must sign the report. (5) Where the registrant is a limited partnership, its general partner must sign. Where the general partner is a corporation, the majority of the board of directors of the corporate general partner must sign the report. (6) Type or print the name and title of each person who signs the report beneath the person's signature. Any person who occupies more than one of the specified positions must indicate each capacity in which that person signs it. * * * * * G. Information to be Incorporated by Reference. * * * * * (4) Although Exchange Act Rule 12b-13 requires that this report contain the numbers and captions of all items, the material incorporated by reference into the report generally need not contain the numbers and captions. You must, however, caption the information provided in response to Item 1A. as "Company Risk Factors" even when incorporated by reference. * * * * * * * * FORM 10-K * * * * * _______________________________________________________________ (Issuer's telephone number, including area code) _______________________________________________________________ (Web Site Address, if any) _______________________________________________________________ (E-mail Address, if any) * * * * * PART I * * * * * Item 1A. Company Risk Factors. Set forth, under the caption "Company Risk Factors," the most significant factors with respect to the registrant's business, operations, industry, or financial position that may have a negative impact on the registrant's future financial performance. Explain briefly how the risk affects the registrant. Do not present risk factors that could apply to any registrant. Set forth each risk factor under a caption that adequately describes the risk. Provide the discussion of risk factors in plain English in accordance with Exchange Act Rule 12b-24. Item 2. Properties. (a) Furnish the information required by Item 102 of Regulation S-K; and (b) If the registrant is a real estate entity as defined in Item 1101 of Regulation S-K, furnish the information required by Items 1105, 1106 and 1107 of Regulation S-K in lieu of the information required by paragraph (a) of this Item. * * * * * SIGNATURES* The registrant certifies that it has duly caused and authorized the undersigned to sign this report on its behalf. The undersigned certifies that he/she has read this report and to his/her knowledge the report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. (Registrant).......................................... By (Signature and Title).......................................... Date..................... The following persons certify that they have read this report and to their knowledge the report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The following persons also certify that they are signing below on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title).......................................... Date..................... By (Signature and Title).......................................... Date..................... * See General Instruction D. * * * * * 131. By amending Form 10-KSB (referenced in § 249.310b) by adding four lines to the cover page; in General Instruction C, by revising the first sentence and removing the last sentence of C.1.; by revising C.2.; by redesignating C.3. as C.7.; by adding General Instructions C.3., C.4., C.5. and C.6.; by revising the first two sentences of General Instruction E.4.; by removing the words "S-4" and adding, in their place, the words "SB-3"; by removing the words "S-3 (if the issuer incorporates by reference transitional Exchange Act reports)" in General Instruction H.(b); by adding Item 1A. to Part I, by adding Item 1A. to Part II of the "Information Required in Annual Report of Transitional Small Business Issuers" section; and by revising the Signatures section to read as follows: Note: The text of Form 10-KSB does not and this amendment will not appear in the Code of Federal Regulations. U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-KSB * * * * * _______________________________________________________________ (Registrant's telephone number, including area code) _______________________________________________________________ (Web Site Address, if any) _______________________________________________________________ (E-mail Address, if any) * * * * * GENERAL INSTRUCTIONS * * * * * C. Signature and Filing of Report. * * * * * 1. File three "complete" copies and five "additional" copies of the report with the Commission and file at least one complete copy with each exchange or the Nasdaq stock market on which any class of securities of the registrant is registered. * * * 2. Manually sign at least one complete copy of the report filed with the Commission and with each exchange or market. Type or print signatures on copies not manually signed. See Exchange Act Rule 12b-11 concerning manual signatures and Item 601 of Regulation S-B concerning signatures pursuant to powers of attorney. 3. The following persons, or persons performing similar functions, must sign the report: (a) the small business issuer; (b) its principal executive officer or officers; (c) its principal financial officer; (d) its controller or principal accounting officer; and (e) at least the majority of its board of directors. 4. Where the small business issuer is a foreign issuer, its authorized representative in the United States also must sign the report. 5. Where the small business issuer is a limited partnership, its general partner must sign. Where the general partner is a corporation, the majority of the board of directors of the corporate general partner must sign the report. 6. Type or print the name and title of each person who signs the report beneath the person's signature. Any person who occupies more than one of the specified positions must indicate each capacity in which that person signs. * * * * * E. Information to be Incorporated by Reference. * * * * * 4. Although Exchange Rule 12b-13 requires that this report contain the numbers and captions of all items, the material incorporated by reference into the report generally need not contain the numbers and captions. You must, however, caption the information provided in response to Item 1A. as "Company Risk Factors" even when incorporated by reference. * * * * * PART I * * * * * Item 1A. Company Risk Factors. Set forth, under the caption "Company Risk Factors," the most significant factors with respect to the registrant's business, operations, industry, or financial position that may have a negative impact on the registrant's future financial performance. Explain briefly how the risk affects the registrant. Do not present risk factors that could apply to any registrant. Set forth each risk factor under a caption that adequately describes the risk. Provide the discussion of risk factors in plain English in accordance with Exchange Act Rule 12b-24. * * * * * INFORMATION REQUIRED IN ANNUAL REPORT OF TRANSITIONAL SMALL BUSINESS ISSUERS * * * * * PART II * * * * * Item 1A. Company Risk Factors. Set forth, under the caption "Company Risk Factors," the most significant factors with respect to the registrant's business, operations, industry, or financial position that may have a negative impact on the registrant's future financial performance. Explain briefly how the risk affects the registrant. Do not present risk factors that could apply to any registrant. Set forth each risk factor under a caption that adequately describes the risk. Provide the discussion of risk factors in plain English in accordance with Exchange Act Rule 12b-24. * * * * * SIGNATURES* The registrant hereby certifies that it meets all of the requirements for filing on Form 10-KSB. The registrant also certifies that it has duly caused and authorized the undersigned to sign this report on its behalf. The undersigned certifies that he/she has read this report and to his/her knowledge the report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. (Registrant).......................................... By (Signature and Title).......................................... Date..................... The following persons certify that they have read this report and to their knowledge the report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The following persons also certify that they are signing on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title).......................................... Date..................... By (Signature and Title).......................................... Date..................... * See General Instruction C. * * * * * 132. By amending Form 18-K (referenced in § 249.318) by adding paragraph 1A., by revising the "Rule as to Use of Form 18-K" section of the Instruction Book for Form 18-K, and by revising Instructions 1. and 3.(a) of the "Instructions as to the Preparation and Filing of the Report" section to read as follows: Note:The text of Form 18-K does not and this amendment will not appear in the Code of Federal Regulations. FORM 18-K * * * * * 1A. Set forth, under the caption "Risk Factors": (i) the most significant factors with respect to the registrant's financial position; and (ii) country risks that are unlikely to be known or anticipated by investors. Explain briefly how the risk affects the registrant. Do not present risk factors that could apply to any registrant. Set forth each risk factor under a caption that adequately describes the risk. Provide the discussion of risk factors in plain English in accordance with Exchange Act Rule 12b-24. * * * * * INSTRUCTION BOOK FOR FORM 18-K * * * * * Rule as to Use of Form 18-K This Form is to be used for the annual reports of foreign governments and political subdivisions thereof. Instructions as to the Preparation and Filing of the Report 1. Registrants shall file annual reports on this Form within nine months of the close of each fiscal year of the registrant. 2. * * * 3.(a) The registrant shall file the report on good quality, unglazed, white paper no larger than 8½ X 11 inches in size. If reduction of larger documents would render them illegible, the registrant may file such documents on paper larger than 8½ X 11 inches in size. The registrant may bind the report on the left. * * * * * By the Commission. Jonathan G. Katz Secretary Dated: November 13, 1998