TEXT OF THE AMENDMENTS
In accordance with the foregoing, Title 17, Chapter II of the Code of
Federal Regulations is amended as follows:
PART 228 - INTEGRATED DISCLOSURE SYSTEM FOR SMALL BUSINESS ISSUERS
1. The authority citation for Part 228 is revised 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.
2. By amending 228.701 by revising the caption to the item and
adding paragraph (f) to read as follows:
228.701 (Item 701) Recent Sales of Unregistered Securities; Use of
Proceeds
from Registered Securities.
* * * * *
(f) As required by 230.463 of this chapter, following the effective
date of the first registration statement filed under the Securities Act by
an issuer, the issuer or successor issuer shall report the use of proceeds
on its first periodic report filed pursuant to sections 13(a) and 15(d) of
the Exchange Act (15 U.S.C. 78m(a) and 78o(d)) after effectiveness of its
Securities Act registration statement, and thereafter on each of its
subsequent periodic reports filed pursuant to sections 13(a) and 15(d) of
the Exchange Act through the later of disclosure of the application of all
the offering proceeds, or disclosure of the termination of the offering.
If a report of the use of proceeds is required with respect to the first
effective registration statement of the predecessor issuer, the successor
issuer shall provide such a report. The information provided pursuant to
paragraphs (f)(2) through (f)(4) of this Item need only be provided with
respect to the first periodic report filed pursuant to sections 13(a) and
15(d) of the Exchange Act after effectiveness of the registration statement
filed under the Securities Act. Subsequent periodic reports filed pursuant
to sections 13(a) and 15(d) of the Exchange Act need only provide the
information required in paragraphs (f)(2) through (f)(4) of this Item if
any of such required information has changed since the last periodic report
filed. In disclosing the use of proceeds in the first periodic report
filed pursuant to the Exchange Act, the issuer or successor issuer should
include the following information:
(1) The effective date of the Securities Act registration statement
for which the use of proceeds information is being disclosed and the
Commission file number assigned to the registration statement;
(2) If the offering has commenced, the offering date, and if the
offering has not commenced, an explanation why it has not;
(3) If the offering terminated before any securities were sold, an
explanation for such termination; and
(4) If the offering did not terminate before any securities were
sold, disclose:
(i) Whether the offering has terminated and, if so, whether it
terminated before the sale of all securities registered;
(ii) The name(s) of the managing underwriter(s), if any;
(iii) The title of each class of securities registered and, where a
class of convertible securities is being registered, the title of any class
of securities into which such securities may be converted;
======END OF PAGE 2======
(iv) For each class of securities (other than a class of securities
into which a class of convertible securities registered may be converted
without additional payment to the issuer) the following information,
provided for both the account of the issuer and the account(s) of any
selling security holder(s): the amount registered, the aggregate price of
the offering amount registered, the amount sold and the aggregate offering
price of the amount sold to date;
(v) From the effective date of the Securities Act registration
statement to the ending date of the reporting period, the amount of
expenses incurred for the issuer's account in connection with the issuance
and distribution of the securities registered for underwriting discounts
and commissions, finders' fees, expenses paid to or for underwriters, other
expenses and total expenses. Indicate if a reasonable estimate for the
amount of expenses incurred is provided instead of the actual amount of
expenses. Indicate whether such payments were:
(A) Direct or indirect payments to directors, officers, general
partners of the issuer or their associates; to persons owning ten (10)
percent or more of any class of equity securities of the issuer; and to
affiliates of the issuer; or
(B) Direct or indirect payments to others;
(vi) The net offering proceeds to the issuer after deducting the
total expenses described in paragraph (f)(4)(v) of this Item;
(vii) From the effective date of the Securities Act registration
statement to the ending date of the reporting period, the amount of net
offering proceeds to the issuer used for construction of plant, building
and facilities; purchase and installation of machinery and equipment;
======END OF PAGE 3======
purchases of real estate; acquisition of other business(es); repayment of
indebtedness; working capital; temporary investments (which should be
specified); and any other purposes for which at least five (5) percent of
the issuer's total offering proceeds or $100,000 (whichever is less) has
been used (which should be specified). Indicate if a reasonable estimate
for the amount of net offering proceeds applied is provided instead of the
actual amount of net offering proceeds used. Indicate whether such
payments were:
(A) Direct or indirect payments to directors, officers, general
partners of the issuer or their associates; to persons owning ten (10)
percent or more of any class of equity securities of the issuer; and to
affiliates of the issuer; or
(B) Direct or indirect payments to others; and
(viii) If the use of proceeds in paragraph (f)(4)(vii) of this Item
represents a material change in the use of proceeds described in the
prospectus, the issuer should describe briefly the material change.
======END OF PAGE 4======
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
3. 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.
* * * * *
4. By amending 229.701 by revising the caption to the item and
adding paragraph (f) before the Instructions to read as follows:
229.701 (Item 701) Recent sales of unregistered securities; use of
proceeds from registered securities.
* * * * *
(f) Use of Proceeds. As required by 230.463 of this chapter,
following the effective date of the first registration statement filed
under the Securities Act by an issuer, the issuer or successor issuer shall
report the use of proceeds on its first periodic report filed pursuant to
sections 13(a) and 15(d) of the Exchange Act (15 U.S.C. 78m(a) and 78o(d))
after effectiveness of its Securities Act registration statement, and
thereafter on each of its subsequent periodic reports filed pursuant to
sections 13(a) and 15(d) of the Exchange Act through the later of
disclosure of the application of all the offering proceeds, or disclosure
of the termination of the offering. If a report of the use of proceeds is
required with respect to the first effective registration statement of the
predecessor issuer, the successor issuer shall provide such a report. The
information provided pursuant to paragraphs (f)(2) through (f)(4) of this
======END OF PAGE 5======
Item need only be provided with respect to the first periodic report filed
pursuant to sections 13(a) and 15(d) of the Exchange Act after
effectiveness of the registration statement filed under the Securities Act.
Subsequent periodic reports filed pursuant to sections 13(a) and 15(d) of
the Exchange Act need only provide the information required in paragraphs
(f)(2) through (f)(4) of this Item if any of such required information has
changed since the last periodic report filed. In disclosing the use of
proceeds in the first periodic report filed pursuant to the Exchange Act,
the issuer or successor issuer should include the following information:
(1) The effective date of the Securities Act registration statement
for which the use of proceeds information is being disclosed and the
Commission file number assigned to the registration statement;
(2) If the offering has commenced, the offering date, and if the
offering has not commenced, an explanation why it has not;
(3) If the offering terminated before any securities were sold, an
explanation for such termination; and
(4) If the offering did not terminate before any securities were
sold, disclose:
(i) Whether the offering has terminated and, if so, whether it
terminated before the sale of all securities registered;
(ii) The name(s) of the managing underwriter(s), if any;
(iii) The title of each class of securities registered and, where a
class of convertible securities is being registered, the title of any class
of securities into which such securities may be converted;
(iv) For each class of securities (other than a class of securities
into which a class of convertible securities registered may be converted
======END OF PAGE 6======
without additional payment to the issuer) the following information,
provided for both the account of the issuer and the account(s) of any
selling security holder(s): the amount registered, the aggregate price of
the offering amount registered, the amount sold and the aggregate offering
price of the amount sold to date;
(v) From the effective date of the Securities Act registration
statement to the ending date of the reporting period, the amount of
expenses incurred for the issuer's account in connection with the issuance
and distribution of the securities registered for underwriting discounts
and commissions, finders' fees, expenses paid to or for underwriters, other
expenses and total expenses. Indicate if a reasonable estimate for the
amount of expenses incurred is provided instead of the actual amount of
expense. Indicate whether such payments were:
(A) Direct or indirect payments to directors, officers, general
partners of the issuer or their associates; to persons owning ten (10)
percent or more of any class of equity securities of the issuer; and to
affiliates of the issuer; or
(B) Direct or indirect payments to others;
(vi) The net offering proceeds to the issuer after deducting the
total expenses described in paragraph (f)(4)(v) of this Item;
(vii) From the effective date of the Securities Act registration
statement to the ending date of the reporting period, the amount of net
offering proceeds to the issuer used for construction of plant, building
and facilities; purchase and installation of machinery and equipment;
purchases of real estate; acquisition of other business(es); repayment of
indebtedness; working capital; temporary investments (which should be
======END OF PAGE 7======
specified); and any other purposes for which at least five (5) percent of
the issuer's total offering proceeds or $100,000 (whichever is less) has
been used (which should be specified). Indicate if a reasonable estimate
for the amount of net offering proceeds applied is provided instead of the
actual amount of net offering proceeds used. Indicate whether such
payments were:
(A) Direct or indirect payments to directors, officers, general
partners of the issuer or their associates; to persons owning ten (10)
percent or more of any class of equity securities of the issuer; and to
affiliates of the issuer; or
(B) Direct or indirect payments to others; and
(viii) If the use of proceeds in paragraph (f)(4)(vii) of this Item
represents a material change in the use of proceeds described in the
prospectus, the issuer should describe briefly the material change.
======END OF PAGE 8======
PART 230 - GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933
1. The authority citation for Part 230 continues to read in part as
follows:
Authority: 15 U.S.C. 77b, 77f, 77g, 77h, 77j, 77s, 77sss, 78c, 78d,
78l, 78m, 78n, 78o, 78w, 78ll(d), 79t, 80a-8, 80a-29, 80a-30, and 80a-37,
unless otherwise noted.
* * * * *
2. By amending 230.401 by revising paragraph (c) to read as
follows:
230.401 Requirements as to proper form.
* * * * *
(c) An amendment to a registration statement and prospectus, other
than an amendment described in paragraph (b) of this section, may be filed
on any shorter Securities Act registration form for which it is eligible on
the filing date of the amendment. At the issuer's option, the amendment
also may be filed on the same Securities Act registration form used for the
most recent amendment described in paragraph (b) of this section or, if no
such amendment has been filed, the initial registration statement and
prospectus.
* * * * *
3. By amending 230.404 in paragraph (a) by removing the phrase
"cross reference sheet;".
4. By amending 230.424 in paragraph (d) by removing the phrase "at
least five days before it is broadcast or otherwise issued to the public"
in the second sentence and in its place adding "in accordance with the
requirements of this section".
======END OF PAGE 9======
5. By amending 230.462 by adding paragraph (d) to read as follows:
230.462 Immediate effectiveness of certain registration statements and
post-effective amendments.
* * * * *
(d) A post-effective amendment filed solely to add exhibits to a
registration statement shall become effective upon filing with the
Commission.
6. By amending 230.463 by revising paragraphs (a) and (b) to read
as follows:
230.463 Report of offering of securities and use of proceeds therefrom.
(a) Except as provided in this section, following the effective date
of the first registration statement filed under the Act by an issuer, the
issuer or successor issuer shall report the use of proceeds pursuant to
Item 701 of Regulation S-B or S-K or Item 16(e) of Form 20-F, as
applicable, on its first periodic report filed pursuant to Sections 13(a)
and 15(d) (15 U.S.C. 78m(a) and 78o(d)) of the Securities Exchange Act of
1934 after effectiveness, and thereafter on each of its subsequent periodic
reports filed pursuant to Sections 13(a) and 15(d) of the Securities
Exchange Act of 1934 through the later of disclosure of the application of
all the offering proceeds or disclosure of the termination of the offering.
(b) A successor issuer shall comply with paragraph (a) of this
section only if a report of the use of proceeds is required with respect to
the first effective registration statement of the predecessor issuer.
* * * * *
7. By amending 230.497 in paragraph (f) by removing the phrase "at
least 5 days before it is broadcast or otherwise issued to the public" in
======END OF PAGE 10======
the second sentence and in its place adding "in accordance with the
requirements of this section".
PART 232 -- REGULATION S-T - GENERAL RULES AND REGULATIONS FOR ELECTRONIC
FILINGS
8. The authority citation for Part 232 continues to read as follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a), 78c(b),
78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 79t(a), 80a-8, 80a-29, 80a-30 and
80a-37.
9. By amending 232.101 by removing paragraph (c)(5) and
redesignating paragraphs (c)(6) through (c)(18) as paragraphs (c)(5)
through (c)(17).
======END OF PAGE 11======
PART 239 - FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
10. The authority citation for Part 239 continues to read in part as
follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77sss, 78c, 78l,
78m, 78n, 78o(d), 78u-5, 78w(a), 78ll(d), 79e, 79f, 79g, 79j, 79l, 79m,
79n, 79q, 79t, 80a-8, 80a-29, 80a-30 and 80a-37, unless otherwise noted.
* * * * *
11. By amending Form SB-1 (referenced in 239.9) by revising the
facing page to read as follows:
[Note: The text of Form SB-1 does not, and the amendments thereto
will not, appear in the Code of Federal Regulations.]
Form SB-1
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form SB-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Amendment No._______)
(Name of small business issuer in its charter)
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
(Address and telephone number of principal executive offices)
(Address of principal place of business or intended principal place of
business)
======END OF PAGE 12======
(Name, address, and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. [ ]
* * * * *
12. By amending Form SB-2 (referenced in 239.10) by revising the
facing page to read as follows:
[Note: The text of Form SB-2 does not, and the amendments thereto
will not, appear in the Code of Federal Regulations.]
======END OF PAGE 13======
Form SB-2
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Amendment No. ________)
(Name of small business issuer in its charter)
(State or jurisdiction of
(Primary Standard Industrial I.R.S. Employer
incorporation or organization) Classification Code Number)
Identification No.)
(Address and telephone number of principal executive offices)
(Address of principal place of business or intended principal place of
business)
(Name, address, and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
======END OF PAGE 14======
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. [ ]
* * * * *
13. By amending Form S-1 (referenced in 239.11) by revising the
facing page to read as follows:
[Note: The text of Form S-1 does not, and the amendments thereto will
not, appear in the Code of Federal Regulations.]
FORM S-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number)
(I.R.S. Employer Identification No.)
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
(Name, address, including zip code, and telephone number, including
======END OF PAGE 15======
area code, of agent for service)
Approximate date of commencement of proposed sale to the
public __________________________________________
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act, check the following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. [ ]
* * * * *
14. By amending Form S-2 (referenced in 239.12) by revising the
facing page to read as follows:
[Note: The text of Form S-2 does not, and the amendments thereto
will not, appear in the Code of Federal Regulations.]
======END OF PAGE 16======
FORM S-2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the
public ______________________________________
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act, check the following box. [ ]
If the registrant elects to deliver its latest annual report to
security holders, or a complete and legal facsimile thereof, pursuant to
Item 11(a)(1) of this Form, check the following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
======END OF PAGE 17======
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. [ ]
* * * * *
15. By amending Form S-3 (referenced in 239.13) in General
Instruction II.B. by removing the phrase "and cross-reference sheet are" in
the third sentence and in its place adding "is".
16. By amending Form S-11 (referenced in 239.18) by revising the
facing page to read as follows:
[Note: The text of Form S-11 does not, and the amendments thereto
will not, appear in the Code of Federal Regulations.]
FORM S-11
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-11
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in governing instruments)
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
======END OF PAGE 18======
Approximate date of commencement of proposed sale to the
public __________________________________________
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. [ ]
* * * * *
17. By amending Form S-4 (referenced in 239.25) by revising the
facing page and by adding General Instruction K to read as follows:
[Note: The text of Form S-4 does not, and the amendments thereto will
not, appear in the Code of Federal Regulations.]
======END OF PAGE 19======
FORM S-4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number)
(I.R.S. Employer Identification No.)
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Approximate date of commencement of proposed sale to the
public __________________________________________
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
======END OF PAGE 20======
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
* * * * *
GENERAL INSTRUCTIONS
* * * * *
K. Registration of Additional Securities.
With respect to the registration of additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, the registrant
may file a registration statement consisting only of the following: the
facing page; a statement that the contents of the earlier registration
statement, identified by file number, are incorporated by reference;
required opinions and consents; the signature page; and any price-related
information omitted from the earlier registration statement in reliance on
Rule 430A that the registrant chooses to include in the new registration
statement. The information contained in such a Rule 462(b) registration
statement shall be deemed to be a part of the earlier registration
statement as of the date of effectiveness of the Rule 462(b) registration
statement. Any opinion or consent required in the Rule 462(b) registration
statement may be incorporated by reference from the earlier registration
statement with respect to the offering, if: (i) such opinion or consent
expressly provides for such incorporation; and (ii) such opinion relates to
the securities registered pursuant to Rule 462(b). See Rule 411(c) and
Rule 439(b) under the Securities Act.
* * * * *
18. By amending Form F-1 (referenced in 239.31) by revising the
facing page to read as follows:
[Note: The text of Form F-1 does not, and the amendments thereto will
not, appear in the Code of Federal Regulations.]
======END OF PAGE 21======
FORM F-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Exact Name of Registrant as specified in its charter)
(Translation of Registrant's name into English)
(State or other jurisdiction of (Primary Standard Industrial I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Approximate date of commencement of proposed sale to the public
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act, check the following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
======END OF PAGE 22======
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. [ ]
* * * * *
19. By amending Form F-2 (referenced in 239.32) by revising the
facing page to read as follows:
[Note: The text of Form F-2 does not, and the amendments thereto will
not, appear in the Code of Federal Regulations.]
FORM F-2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form F-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Exact Name of Registrant as specified in its charter)
(Translation of Registrant's name into English)
(State or other jurisdiction of (I.R.S. Employer
Identification
incorporation or organization) Number)
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
======END OF PAGE 23======
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Approximate date of commencement of proposed sale to the public
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act, check the following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. [ ]
* * * * *
20. By amending Form F-4 (referenced in 239.34) by revising the
facing page and by adding General Instruction H to read as follows:
[Note: The text of Form F-4 does not, and the amendments thereto will
not, appear in the Code of Federal Regulations.]
======END OF PAGE 24======
FORM F-4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form F-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Exact Name of Registrant as specified in its charter)
(Translation of Registrant's name into English)
(State or other jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number)
(I.R.S. Employer Identification Number)
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
(Name, address, including zip code, and telephone number, including area
code,
of agent for service)
Approximate date of commencement of proposed sale of the securities to
the public
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
======END OF PAGE 25======
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
* * * * *
GENERAL INSTRUCTIONS
* * * * *
H. Registration of Additional Securities.
With respect to the registration of additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, the registrant
may file a registration statement consisting only of the following: the
facing page; a statement that the contents of the earlier registration
statement, identified by file number, are incorporated by reference;
required opinions and consents; the signature page; and any price-related
information omitted from the earlier registration statement in reliance on
Rule 430A that the registrant chooses to include in the new registration
statement. The information contained in such a Rule 462(b) registration
statement shall be deemed to be a part of the earlier registration
statement as of the date of effectiveness of the Rule 462(b) registration
statement. Any opinion or consent required in the Rule 462(b) registration
statement may be incorporated by reference from the earlier registration
statement with respect to the offering, if: (i) such opinion or consent
expressly provides for such incorporation; and (ii) such opinion relates to
the securities registered pursuant to Rule 462(b). See Rule 411(c) and
Rule 439(b) under the Securities Act.
* * * * *
21. By removing and reserving 239.61 and by removing Form SR.
22. By amending Form D (referenced in 239.500), Part E, Question 1,
by revising the words "17 CFR 230.252(c), (d), (e) or (f)" to read "17 CFR
230.262".
[Note: The text of Form D does not, and the amendments will not,
appear in the Code of Federal Regulations.]
======END OF PAGE 26======
PART 240 - GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934
23. The authority citation for Part 240 continues to read in part as
follows:
Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77eee, 77ggg,
77nnn, 77sss, 77ttt, 78c, 78d, 78f, 78i, 78j, 78k, 78k-1, 78l, 78m, 78n,
78o, 78p, 78q, 78s, 78u-5, 78w, 78x, 78ll(d), 79q, 79t, 80a-20, 80a-23,
80a-29, 80a-37, 80b-3, 80b-4 and 80b-11, unless otherwise noted.
* * * * *
24. By adding 240.12a-8 to read as follows:
240.12a-8 Exemption of depositary shares.
Depositary shares (as that term is defined in 240.12b-2) registered
on Form F-6 (239.36 of this chapter), but not the underlying deposited
securities, shall be exempt from the operation of section 12(a) of the Act
(15 U.S.C. 78l(a)).
25. By revising the undesignated subject heading preceding 240.12d1-
1 to read as follows:
CERTIFICATION BY EXCHANGES AND EFFECTIVENESS OF REGISTRATION
* * * * *
======END OF PAGE 27======
26. By amending 240.12d1-2 by revising paragraph (b) and adding
paragraph (c) to read as follows:
240.12d1-2 Effectiveness of registration.
* * * * *
(b) A registration statement on Form 8-A (17 CFR 249.208a) for the
registration of a class of securities under Section 12(b) of the Act (15
U.S.C. 78l(b)) shall become effective:
(1) If a class of securities is not concurrently being registered
under the Securities Act of 1933 ("Securities Act"), upon the later of
receipt by the Commission of certification from the national securities
exchange or the filing of the Form 8-A with the Commission; or
(2) If a class of securities is concurrently being registered under
the Securities Act, upon the later of the filing of the Form 8-A with the
Commission, receipt by the Commission of certification from the national
securities exchange listed on the Form 8-A or effectiveness of the
Securities Act registration statement relating to the class of securities.
(c) A registration statement on Form 8-A (17 CFR 249.208a) for the
registration of a class of securities under Section 12(g) of the Act (15
U.S.C. 78l(g)) shall become effective:
(1) If a class of securities is not concurrently being registered
under the Securities Act, upon the filing of the Form 8-A with the
Commission; or
(2) If class of securities is concurrently being registered under the
Securities Act, upon the later of the filing of the Form 8-A with the
Commission or the effectiveness of the Securities Act registration
statement relating to the class of securities.
======END OF PAGE 28======
27. By revising 240.12g-3 to read as follows:
240.12g-3 Registration of securities of successor issuers under section
12(b)
or 12(g).
(a) Where in connection with a succession by merger, consolidation,
exchange of securities, acquisition of assets or otherwise, securities of
an issuer that are not already registered pursuant to section 12 of the Act
(15 U.S.C. 78l) are issued to the holders of any class of securities of
another issuer that is registered pursuant to either section 12(b) or (g)
of the Act (15 U.S.C. 78l(b) or (g)), the class of securities so issued
shall be deemed to be registered under the same paragraph of section 12 of
the Act unless upon consummation of the succession:
(1) Such class is exempt from such registration other than by
240.12g3-2;
(2) All securities of such class are held of record by less than 300
persons; or
(3) The securities issued in connection with the succession were
registered on Form F-8 or Form F-80 (239.38 or 239.41 of this chapter)
and following succession the successor would not be required to register
such class of securities under section 12 of the Act (15 U.S.C. 78l) but
for this section.
(b) Where in connection with a succession by merger, consolidation,
exchange of securities, acquisition of assets or otherwise, securities of
an issuer that are not already registered pursuant to section 12 of the Act
(15 U.S.C. 78l) are issued to the holders of any class of securities of
another issuer that is required to file a registration statement pursuant
to either section 12(b) or (g) of the Act
======END OF PAGE 29======
(15 U.S.C. 78l(b) or (g)) but has not yet done so, the duty to file such
statement shall be deemed to have been assumed by the issuer of the class
of securities so issued. The successor issuer shall file a registration
statement pursuant to the same paragraph of section 12 of the Act with
respect to such class within the period of time the predecessor issuer
would have been required to file such a statement unless upon consummation
of the succession:
(1) Such class is exempt from such registration other than by
240.12g3-2;
(2) All securities of such class are held of record by less than 300
persons; or
(3) The securities issued in connection with the succession were
registered on Form F-8 or Form F-80 (239.38 or 239.41 of this chapter)
and following the succession the successor would not be required to
register such class of securities under section 12 of the Act (15 U.S.C.
78l) but for this section.
(c) Where in connection with a succession by merger, consolidation,
exchange of securities, acquisition of assets or otherwise, securities of
an issuer that are not already registered pursuant to section 12 of the Act
(15 U.S.C. 78l) are issued to the holders of classes of securities of two
or more other issuers that are each registered pursuant to section 12 of
the Act, the class of securities so issued shall be deemed to be registered
under section 12 of the Act unless upon consummation of the succession:
(1) Such class is exempt from such registration other than by
240.12g3-2;
======END OF PAGE 30======
(2) All securities of such class are held of record by less than 300
persons; or
(3) The securities issued in connection with the succession were
registered on Form F-8 or Form F-80 (239.38 or 239.41 of this chapter)
and following succession the successor would not be required to register
such class of securities under section 12 of the Act (15 U.S.C. 78l) but
for this section.
(d) If the classes of securities issued by two or more predecessor
issuers (as described in paragraph (c) of this section) are registered
under the same paragraph of section 12 of the Act (15 U.S.C. 78l), the
class of securities issued by the successor issuer shall be deemed
registered under the same paragraph of section 12 of the Act. If the
classes of securities issued by the predecessor issuers are not registered
under the same paragraph of section 12 of the Act, the class of securities
issued by the successor issuer shall be deemed registered under section
12(g) of the Act (15 U.S.C. 78l(g)).
(e) An issuer that is deemed to have a class of securities registered
pursuant to section 12 of the Act (15 U.S.C. 78l) according to paragraph
(a), (b), (c) or (d) of this section shall file reports on the same forms
and such class of securities shall be subject to the provisions of sections
14 and 16 of the Act (15 U.S.C. 78n and 78p) to the same extent as the
predecessor issuers, except as follows:
(1) An issuer that is not a foreign issuer shall not be eligible to
file on Form 20-F (249.220f of this chapter) or to use the exemption in
240.3a12-3.
======END OF PAGE 31======
(2) A foreign private issuer shall be eligible to file on Form 20-F
(249.220f of this chapter) and to use the exemption in 240.3a12-3.
(f) An issuer that is deemed to have a class of securities registered
pursuant to section 12 of the Act (15 U.S.C. 78l) according to paragraphs
(a), (b), (c) or (d) of this section shall indicate in the Form 8-K
(249.308 of this chapter) report filed with the Commission in connection
with the succession, pursuant to the requirements of Form 8-K, the
paragraph of section 12 of the Act under which the class of securities
issued by the successor issuer is deemed registered by operation of
paragraphs (a), (b), (c) or (d) of this section. If a successor issuer
that is deemed registered under section 12(g) of the Act (15 U.S.C. 78l(g))
by paragraph (d) of this section intends to list a class of securities on a
national securities exchange, it must file a registration statement
pursuant to section 12(b) of the Act (15 U.S.C. 78l(b)) with respect to
that class of securities.
(g) An issuer that is deemed to have a class of securities registered
pursuant to section 12 of the Act (15 U.S.C. 78l) according to paragraph
(a), (b), (c) or (d) of this section shall file an annual report for each
fiscal year beginning on or after the date as of which the succession
occurred. Annual reports shall be filed within the period specified in the
appropriate form. Each such issuer shall file an annual report for each of
its predecessors that had securities registered pursuant to section 12 of
the Act (15 U.S.C. 78l) covering the last full fiscal year of the
predecessor before the registrant's succession, unless such report has been
filed by the predecessor. Such annual report shall contain information
that would be required if filed by the predecessor.
======END OF PAGE 32======
28. By revising 240.13a-1 to read as follows:
240.13a-1 Requirements of annual reports.
Every issuer having securities registered pursuant to section 12 of
the Act (15 U.S.C. 78l) shall file an annual report on the appropriate form
authorized or prescribed therefor for each fiscal year after the last full
fiscal year for which financial statements were filed in its registration
statement. Annual reports shall be filed within the period specified in
the appropriate form.
29. By removing and reserving 240.13a-2.
30. By revising 240.15d-3 to read as follows:
240.15d-3 Reports for depositary shares registered on Form F-6.
Annual and other reports are not required with respect to Depositary
Shares registered on Form F-6 (230.36 of this chapter). The exemption in
this section does not apply to any deposited securities registered on any
other form under the Securities Act of 1933.
======END OF PAGE 33======
31. By revising paragraph (a) of 240.15d-5 to read as follows:
240.15d-5 Reporting by successor issuers.
(a) Where in connection with a succession by merger, consolidation,
exchange of securities, acquisition of assets or otherwise, securities of
any issuer that is not required to file reports pursuant to section 15(d)
(15 U.S.C. 78o(d)) of the Act are issued to the holders of any class of
securities of another issuer that is required to file such reports, the
duty to file reports pursuant to such section shall be deemed to have been
assumed by the issuer of the class of securities so issued. The successor
issuer shall, after the consummation of the succession, file reports in
accordance with section 15(d) of the Act (15 U.S.C. 78o(d)) and the rules
and regulations thereunder, unless that issuer is exempt from filing such
reports or the duty to file such reports is suspended under section 15(d)
of the Act (15 U.S.C. 78o(d)).
* * * * *
PART 249 - FORMS, SECURITIES EXCHANGE ACT OF 1934
32. The authority citation for Part 249 continues to read in part as
follows:
Authority 15 U.S.C. 78a, et seq., unless otherwise noted;
* * * * *
33. By amending 249.208a by revising paragraph (c) and adding
paragraph (d) to read as follows:
249.208a Form 8-A, for registration of certain classes of securities
pursuant to section 12(b) or (g) of the Securities Exchange Act
of 1934.
* * * * *
======END OF PAGE 34======
(c) If this form is used for the registration of a class of
securities under Section 12(b) of the Act (15 U.S.C. 78l(b)), it shall
become effective:
(1) If a class of securities is not concurrently being registered
under the Securities Act of 1933 (15 U.S.C. 77a et seq.)("Securities Act"),
upon the later of receipt by the Commission of certification from the
national securities exchange listed on the form or the filing of the Form
8-A with the Commission; or
(2) If a class of securities is concurrently being registered under
the Securities Act, upon the later of the filing of the Form 8-A with the
Commission, receipt by the Commission of certification from the national
securities exchange listed on the form, or the effectiveness of the
Securities Act registration statement relating to the class of securities.
(d) If this form is used for the registration of a class of
securities under Section 12(g) of the Act (15 U.S.C. 78l(g)), it shall
become effective:
(1) If a class of securities is not concurrently being registered
under the Securities Act, upon the filing of the Form 8-A with the
Commission; or
(2) If a class of securities is concurrently being registered under
the Securities Act, upon the later of the filing of the Form 8-A with the
Commission or the effectiveness of the Securities Act registration
statement relating to the class of securities.
34. By amending Form 8-A (referenced in 249.208a) by revising
paragraph (c) and adding paragraph (d) to General Instruction A, by
revising the checkboxes on the cover page, by adding a sentence and blank
======END OF PAGE 35======
line for the Securities Act registration statement file number after the
checkboxes on the cover page, by revising "Item 1" under "Information
Required In Registration Statement", by removing "I." before the first
Instruction and by removing Instruction II of the Instructions as to
Exhibits to read as follows:
[Note: The text of Form 8-A does not, and the amendments will not,
appear in the Code of Federal Regulations.]
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GENERAL INSTRUCTIONS
A. Rule as to Use of Form 8-A.
* * * * *
(c) If this form is used for the registration of a class of
securities under Section 12(b), it shall become effective:
(1) If a class of securities is not concurrently being registered
under the Securities Act of 1933 (15 U.S.C. 77a et seq.)("Securities Act"),
upon the later of
receipt by the Commission of certification from the national securities
exchange listed on this form or the filing of the Form 8-A with the
Commission; or
(2) If a class of securities is concurrently being registered under
the Securities Act, upon the later of the filing of the Form 8-A with the
Commission, receipt by the Commission of certification from the national
securities exchange listed on this form or effectiveness of the Securities
Act registration statement relating to the class of securities.
(d) If this form is used for the registration of a class of
securities under Section 12(g), it shall become effective:
======END OF PAGE 36======
(1) If a class of securities is not concurrently being registered
under the Securities Act, upon the filing of the Form 8-A with the
Commission; or
(2) If class of securities is concurrently being registered under the
Securities Act, upon the later of the filing of the Form 8-A with the
Commission or the effectiveness of the Securities Act registration
statement relating to the class of securities.
* * * * *
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
* * * * *
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which
this form relates: _______________________ (if applicable)
* * * * *
======END OF PAGE 37======
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
Furnish the information required by Item 202 of Regulation S-K
(229.202
of this chapter) or Item 202 of Regulation S-B (228.202 of this chapter),
as applicable.
* * * * *
35. By removing and reserving 249.208b and by removing Form 8-B.
36. By amending Form 10 (referenced in 249.210) by revising Item 11
to read as follows:
[Note: The text of Form 10 does not, and the amendments thereto will
not, appear in the Code of Federal Regulations.]
FORM 10
* * * * *
Item 11. Description of Registrant's Securities to be Registered.
Furnish the information required by Item 202 of Regulation S-K
(229.202 of this chapter). If the class of securities to be registered
will trade in the form of American Depositary Receipts, furnish Item 202(f)
disclosure for such American Depositary Receipts as well.
37. By amending Form 20-F (referenced in 249.220f) by removing from
the facing page the words "(Fee Required)" and "(No Fee Required)", by
revising the introductory text of paragraph (c) to Item 14 of Part II
preceding the Instructions, by revising the caption to Item 16 and by
adding paragraph (e) to Item 16 of Part III to read as follows:
[Note: The text of Form 20-F does not, and the amendments thereto
will not, appear in the Code of Federal Regulations.]
======END OF PAGE 38======
Form 20-F
* * * * *
PART II
Item 14. Description of Securities to be Registered.
* * * * *
(c) American Depositary Receipts
If the class of securities to be registered on Form 20-F is to be
traded in the form of American Depositary Receipts, furnish the following
information:
* * * * *
PART III
* * * * *
Item 16. Changes in Securities, Changes in Security for Registered
Securities and Use of Proceeds.
* * * * *
(e) Use of proceeds.
If required pursuant to Rule 463 (17 CFR 230.463) under the Securities
Act, following the effective date of the first registration statement filed
under the Securities Act by an issuer, the issuer or successor issuer shall
report the use of proceeds on its first periodic report filed pursuant to
sections 13(a) and 15(d) of the Exchange Act after effectiveness of its
Securities Act registration statement, and thereafter on each of its
subsequent periodic reports filed pursuant to sections 13(a) and 15(d) of
the Exchange Act through the later of disclosure of the application of all
the offering proceeds, or disclosure of the termination of the offering.
If a report of the use of proceeds is required with respect to the first
effective registration statement of the predecessor issuer, the successor
======END OF PAGE 39======
issuer shall provide such a report. The information provided pursuant to
paragraphs (e)(2) through (e)(4) of this Item need only be provided with
respect to the first periodic report filed pursuant to sections 13(a) and
15(d) of the Exchange Act after effectiveness of the registration statement
filed under the Securities Act. Subsequent periodic reports filed pursuant
to sections 13(a) and 15(d) of the Exchange Act need only provide the
information required in paragraphs (e)(2) through (e)(4) of this Item if
any of such required information has changed since the last periodic report
filed. In disclosing the use of proceeds in the first periodic report
filed pursuant to the Exchange Act, the issuer or successor issuer should
include the following information:
(1) The effective date of the Securities Act registration statement
for which the use of proceeds information is being disclosed, the
Commission file number assigned to the registration statement;
(2) If the offering has commenced, the offering date, and if the
offering has not commenced, an explanation why it has not;
(3) If the offering terminated before any securities were sold, an
explanation for such termination; and
(4) If the offering did not terminate before any securities were
sold, disclose:
(i) Whether the offering has terminated and, if so, whether it
terminated before the sale of all securities registered;
(ii) The name(s) of the managing underwriter(s), if any;
(iii) The title of each class of securities registered and, where a
class of convertible securities is being registered, the title of any class
of securities into which such securities may be converted;
======END OF PAGE 40======
(iv) For each class of securities (other than a class of securities
into which a class of convertible securities registered may be converted
without additional payment to the issuer) the following information,
provided for both the account of the issuer and the account(s) of any
selling security holder(s): the amount registered, the aggregate price of
the offering amount registered, the amount sold and the aggregate offering
price of the amount sold to date;
(v) From the effective date of the Securities Act registration
statement to the ending date of the reporting period, the amount of
expenses incurred for the issuer's account in connection with the issuance
and distribution of the securities registered for underwriting discounts
and commissions, finders' fees, expenses paid to or for underwriters, other
expenses and total expenses. Indicate if a reasonable estimate for the
amount of expenses incurred is provided instead of the actual amount of
expense. Indicate whether such payments were:
(A) Direct or indirect payments to directors, officers, general
partners of the issuer or their associates; to persons owning ten (10)
percent or more of any class of equity securities of the issuer; and to
affiliates of the issuer; or
(B) Direct or indirect payments to others;
(vi) The net offering proceeds to the issuer after deducting the
total expenses described in paragraph (e)(4)(v) of this Item;
(vii) From the effective date of the Securities Act registration
statement to the ending date of the reporting period, the amount of net
offering proceeds to the issuer used for construction of plant, building
and facilities; purchase and installation of machinery and equipment;
======END OF PAGE 41======
purchases of real estate; acquisition of other business(es); repayment of
indebtedness; working capital; temporary investments (which should be
specified); and any other purposes for which at least five (5) percent of
the issuer's total offering proceeds or $100,000 (whichever is less) has
been used (which should be specified). Indicate if a reasonable estimate
for the amount of net offering proceeds applied instead of the actual
amount of net offering proceeds used. Indicate whether such payments were:
(A) Direct or indirect payments to directors, officers, general
partners of the issuer or their associates; to persons owning ten (10)
percent or more of any class of equity securities of the issuer; and to
affiliates of the issuer; or
(B) Direct or indirect payments to others; and
(viii) If the use of proceeds in paragraph (e)(4)(vii) of this Item
represents a material change in the use of proceeds described in the
prospectus, the issuer should describe briefly the material change.
* * * * *
38. By amending Form 10-Q (referenced in 249.308a) by revising the
caption to Item 2 of Part II, and by adding paragraph (d) to Item 2 of Part
II preceding the Instruction to read as follows:
[Note: The text of Form 10-Q does not, and the amendments thereto
will not appear in the Code of Federal Regulations.]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
* * * * *
======END OF PAGE 42======
PART II - OTHER INFORMATION
* * * * *
Item 2. Changes in Securities and Use of Proceeds.
* * * * *
(d) If required pursuant to Rule 463 (17 CFR 230.463) of the
Securities Act of 1933, furnish the information required by Item 701(f) of
Regulation S-K (229.701(f) of this chapter).
* * * * *
39. By amending Form 10-QSB (referenced in 249.308b) by revising the
caption to Item 2 of Part II, and by adding paragraph (d) to Item 2 of Part
II preceding the Instruction to read as follows:
[Note: The text of Form 10-QSB does not, and the amendments thereto
will not, appear in the Code of Federal Regulations.]
FORM 10-QSB
* * * * *
PART II - OTHER INFORMATION
* * * * *
Item 2. Changes in Securities and Use of Proceeds
* * * * *
(d) If required pursuant to Rule 463 (17 CFR 230.463) of the Securities
Act of 1933, furnish the information required by Item 701(f) of Regulation
S-B (228.701(f) of this chapter).
* * * * *
40. By amending Form 10-K (referenced in 249.310) by removing from
General Instruction I.(c) the phrase "General Instruction (J)(1)(a)" and
adding in its place "General Instruction (I)(1)(a)", by removing from the
facing page the words "(Fee Required)" and "(No Fee Required)", and in Item
======END OF PAGE 43======
5 of Part II by designating the current text as paragraph (a) and by adding
paragraph (b) to read as follows:
[Note: The text of Form 10-K does not, and the amendments thereto
will not, appear in the Code of Federal Regulations.]
FORM 10-K
* * * * *
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
* * * * *
(b) If required pursuant to Rule 463 (17 CFR 230.463) of the
Securities Act of 1933, furnish the information required by Item 701(f) of
Regulation S-K (229.701(f) of this chapter).
* * * * *
41. By amending Form 10-KSB (referenced in 249.310b) by removing
from the facing page the words "(Fee Required)" and "(No Fee Required)",
and in Item 5 of Part II by designating the current text as paragraph (a)
and by adding paragraph (b) to read as follows:
[Note: The text of Form 10-KSB does not, and the amendments thereto
will not, appear in the Code of Federal Regulations.]
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FORM 10-KSB
* * * * *
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
* * * * *
(b) If required pursuant to Rule 463 (17 CFR 230.463) of the
Securities Act of 1933, furnish the information required by Item 701(f) of
Regulation S-B (228.701(f) of this chapter).
* * * * *
By the Commission.
Jonathan G. Katz
Secretary
Dated: July 18, 1997
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