SEC 2077 Form S-4 - Registration Statement

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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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 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 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 Securities Act registration statement number of the earlier effective registration statement for the same offering.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and " emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act .
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this
transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

SEC 2077 (01-22)

Persons who respond to the collection of information contained in this form are
not required to respond unless the form displays a currently valid OMB control
number.

GENERAL INSTRUCTIONS
A. Rule as to Use of Form S-4.
1.

This Form may be used for registration under the Securities Act of 1933 (“Securities Act”) of securities to be issued (1)
in a transaction of the type specified in paragraph (a) of Rule 145 (§230.145 of this chapter); (2) in a merger in which
the applicable state law would not require the solicitation of the votes or consents of all of the security holders of the
company being acquired; (3) in an exchange offer for securities of the issuer or another entity; (4) in a public reoffering
or resale of any such securities acquired pursuant to this registration statement; or (5) in more than one of
the kinds of transaction listed in (1) through (4) registered on one registration statement.

2.

If the registrant meets the requirements of and elects to comply with the provisions in any item of this Form or Form
F‑4 (§239.34 of this chapter) that provides for incorporation by reference of information about the registrant or the
company being acquired, the prospectus must be sent to the security holders no later than 20 business days prior to
the date on which the meeting of such security holders is held or, if no meeting is held, at least 20 business days prior
to either (1) the date of such votes, consents or authorizations, or (2) the date the transaction is consummated or the
votes, consents or authorizations may be used to effect the transaction. Attention is directed to Sections 13(e), 14(d)
and 14(e) of the Securities Exchange Act of 1934 (“Exchange Act”) the rules and regulations thereunder regarding
other time periods in connection with exchange offers and going private transactions.

3.

This Form shall not be used if the registrant is a registered investment company or a business development company
as defined in Section 2(a)(48) of the Investment Company Act of 1940.

B. Information with Respect to the Registrant.
1.

Information with respect to the registrant shall be provided in accordance with the items referenced in one of the
following subparagraphs:
a.

Items 10 and 11 of this Form, if the registrant elects this alternative and meets the following requirements of Form
S-3 (§239.13 of this chapter) (hereinafter, with respect to the registrant, “meets the requirements for use of Form
S‑3”) for this offering of securities:
(i) the registrant meets the requirements of General Instructions I.A. of Form S-3; and
(ii) one of the following is met:
A. The registrant meets the aggregate market value requirement of General Instruction I.B.1. of Form S-3;
or
B. Non-convertible debt or preferred securities are to be offered pursuant to this registration statement and
are “investment grade securities” as defined in General Instruction I.B.2. of Form S-3; or
C. The registrant is a majority-owned subsidiary and one of the conditions of General Instruction I.C. of
Form S-3 is met.

2.

b.

Items 12 and 13 of this Form, if the registrant meets the requirements for use of Form S-3 and elects this alternative;
or

c.

Item 14 of this Form, if the registrant does not meet the requirements for use of Form S-3, or if it otherwise elects
this alternative.

If the registrant is a real estate entity of the type described in General Instruction A to Form S-11 (§239.18 of this
chapter), the information prescribed by Items 12, 13, 14, 15 and 16 of Form S-11 shall be furnished about the registrant
in addition to the information provided pursuant to Items 10 through 14 of this Form. The information prescribed by
such Items of Form S-11 may be incorporated by reference into the prospectus if (a) a registrant qualifies for and elects
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to provide information pursuant to alternative 1.a. or 1.b. of this instruction and (b) the documents incorporated by
reference pursuant to such elected alternative contain such information.
C. Information With Respect to the Company Being Acquired.
1.

2.

Information with respect to the company whose securities are being acquired (hereinafter including, where securities of
the registrant are being offered in exchange for securities of another company, such other company) shall be provided
in accordance with the items referenced in one of the following subparagraphs:
a.

Item 15 of this Form, if the company being acquired meets the requirements of General Instructions I.A. and I.B.1.
of Form S-3 (hereinafter, with respect to the company being acquired, “meets the requirements for use of Form
S‑3”) of Form S-3 and this alternative is elected;

b.

Item 16 of this Form, if the company being acquired meets the requirements for use of Form S-3 and this alternative
is elected; or

c.

Item 17 of this Form, if the company being acquired does not meet the requirements for use of Form S-3 or if this
alternative is otherwise elected.

If the company being acquired is a real estate entity of the type described in General Instruction A to Form S-11, the
information that would be required by Items 13, 14, 15 and 16(a) of Form S-11 if securities of such company were being
registered shall be furnished about such company being acquired in addition to the information provided pursuant to this
Form. The information prescribed by such Items of Form S-11 may be incorporated by reference into the prospectus
if (a) the company being acquired would qualify for use of the level of disclosure prescribed by alternative 1.a. or 1.b.
of this instruction and such alternative is elected and (b) the documents incorporated by reference pursuant to such
elected alternative contain such information.

D. Application of General Rules and Regulations.
1.

Attention is directed to the General Rules and Regulations under the Securities Act, particularly those comprising
Regulation C thereunder (§230.400 et seq. of this chapter). That Regulation contains general requirements regarding
the preparation and filing of registration statements.

2.

Attention is directed to Regulation S-K (Part 229 of this chapter) for the requirements applicable to the content of
nonfinancial statement portions of registration statements under the Securities Act. Where this Form directs the registrant
to furnish information required by Regulation S-K and the item of Regulation S-K so provides, information need only
be furnished to the extent appropriate.

3.

A “small business issuer,” defined in §230.405, shall refer to the disclosure items in Regulation S-B (17 CFR 228.10
et seq.) and not Regulation S-K except with respect to disclosure called for by subpart 900 of Regulation S-K. Small
business issuers shall provide or incorporate by reference the information called for by Item 310 of Regulation S-B.

E. Compliance with Exchange Act Rules.
1.

If a corporation or other person submits a proposal to its security holders entitled to vote on, or consent to, the transaction
in which the securities being registered are to be issued, and such person’s submission to its security holders is subject
to Regulation 14A (§§240.14a-1) through 14b-1 of this chapter) or 14C (§§240.14c-1 through 14c­­­‑101 of this chapter)
under the Exchange Act, then the provisions of such Regulations shall apply in all respects to such person’s submission,
except that (a) the prospectus may be in the form of a proxy or information statement and may contain the information
required by this Form in lieu of that required by Schedule 14A (§240.14a-101) or 14C (§240.14c-101) of Regulation
14A or 14C under the Exchange Act; and (b) copies of the preliminary and definitive proxy or information statement,
form of proxy or other material filed as a part of the registration statement shall be deemed filed pursuant to such
person’s obligations under such Regulations.

2.

If the proxy or information material sent to security holders is not subject to Regulation 14A or 14C, all such material
shall be filed as a part of the registration statement at the time the statement is filed or as an amendment thereto prior

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to the use of such material.
3.

F.

If the transaction in which the securities being registered are to be issued 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.

Transactions Involving Foreign Private Issuers.
If a U.S. registrant is acquiring a foreign private issuer, as defined by Rule 405 (§230.405 of this chapter), such registrant
may use this Form and may present information about the foreign private issuer pursuant to Form F-4. If the registrant is a
foreign private issuer, such registrant may use Form F-4 and
1.

If the company being acquired is a foreign private issuer, may present information about such foreign company pursuant
to Form F-4 or

2.

If the company being acquired is a U.S. company, may present information about such company pursuant to this Form.

G. Filing and Effectiveness of Registration Statement Involving Formation of Hold-Companies; Requests for Confidential
Treatment; Number of Copies
Original registration statements on this Form S-4 will become effective automatically on the twentieth day after the date
of filing (Rule 456, §230.456 of this chapter), pursuant to the provisions of Section 8(a) of the Act (Rule 459, §230.459 of
this chapter) provided:
1.

The transaction in connection with which securities are being registered involves the organization of a bank or savings
and loan holding company for the sole purpose of issuing common stock to acquire all of the common stock of the
company that is organizing the holding company; and

2.

The following conditions are met:
a.

the financial institution furnishes its security holders with an annual report that includes financial statements
prepared on the basis of generally accepted accounting principles;

b.

there are no anticipated changes in the security holders’ relative equity ownership interest in the underlying
company’s assets except for redemption of no more than a nominal number of shares of unaffiliated persons who
dissent;

c.

in the aggregate, only nominal borrowings are to be incurred for such purposes as organizing the holding company
to pay non-affiliated persons who dissent, or to meet minimum capital requirements;

d.

there are no new classes of stock authorized other than those corresponding to the stock of the company being
acquired immediately prior to the reorganization;

e.

there are no plans or arrangements to issue any additional shares to acquire any business other than the company
being acquired; and

f.

there has been no material adverse change in the financial condition of the company being acquired since the latest
fiscal year end included in the annual report to security holders.

Pre-effective amendments with respect to such a registration statement may be filed prior to effectiveness, and such
amendments will be deemed to have been filed with the consent of the Commission (Rule 475a, §230.475 of this chapter).
Accordingly, the filing of a pre-effective amendment to such a registration statement will not commence a new twenty-day
period. Post-effective amendments to such a registration statement on this Form shall become effective upon the date of
filing (Rule 464, §230.464 of this chapter). Delaying amendments are not permitted in connection with either original filings
or amendments on such a registration statement (Rule 473(d) §230.473(d) of this chapter), and any attempt to interpose a
delaying amendment of any kind will be ineffective. All filings made on or in connection with this Form pursuant to this
instruction become public upon filing with the Commission. As a result, requests for confidential treatment made under

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Rule 406 (§230.406 of this chapter) must be processed by the Commission’s staff prior to the filing of such a registration
statement. The number of copies of such a registration statement and of each amendment required by Rules 402 and 472
(§§230.402, 472 of this chapter) shall be filed with the Commission; provided, however, that the number of additional copies
referred to in Rule 402(b) may be reduced from ten to three and the number of additional copies referred to in Rule 472(a)
may be reduced from eight to three, one of which shall be marked to clearly and precisely indicate changes.
H. Registration Statements Subject to Rule 415(a)(1)(viii) (§230.415(a)(1)(viii) of this chapter)
If the registration statement relates to offerings of securities pursuant to Rule 415(a)(1)(viii), required information about the
type of contemplated transaction and the company to be acquired only need be furnished as of the date of initial effectiveness
of the registration statement to the extent practicable. The required information about the specific transaction and the particular
company being acquired, however, must be included in the prospectus by means of a post-effective amendment; Provided,
however, that where the transaction in which the securities are being offered pursuant to a registration statement under the
Securities Act of 1933 would itself qualify for an exemption from Section 5 of the Act, absent the existence of other similar
(prior or subsequent) transactions, a prospectus supplement could be used to furnish the information necessary in connection
with such transaction. Each post-effective amendment or final prospectus supplement filed to provide required information
about a specific transaction and particular company being acquired must include in the exhibit required by Item 21(d) of this
Form or Rule 424(g) (§230.424(g) of this chapter), respectively, the maximum aggregate amount or maximum aggregate
offering price of the securities to which the post-effective amendment or prospectus relates, and each such prospectus must
indicate in such exhibit that it is a final prospectus for the related offering.
I.

J.

Roll-Up Transactions.
1.

If securities to be registered on this Form will be issued in a roll-up transaction as defined in Item 901(c) of Regulation
S-K (17 CFR 229.901(c)), then the disclosure provisions of Subpart 229.900 of Regulation S-K (17 CFR 229.900)
shall apply to the transaction in addition to the provisions of this Form. A smaller reporting company, defined in
§230.405, that is engaged in a roll-up transaction shall refer to the disclosure items in subpart 900 of Regulation S-K.
To the extent that the disclosure requirements of Subpart 229.900 are inconsistent with the disclosure requirements of
any other applicable forms or schedules, the requirements of Subpart 229.900 are controlling.

2.

If securities to be registered on this Form will be issued in a roll-up transaction as defined in Item 901(c) of Regulation
S-K (17 CFR 229.901(c)), the prospectus must be distributed to security holders no later than the lesser of 60 calendar
days prior to the date on which action is to be taken or the maximum number of days permitted for giving notice under
applicable state law.

3.

Attention is directed to the proxy rules (17 CFR 240.14a-1-240.14a-104) and Rule 14e-7 of the tender offer rules (17
CFR 240.14e-7) if securities to be registered on this Form will be issued in a roll-up transaction. Such rules contain
provisions specifically applicable to roll-up transactions, whether or not the entities involved have securities registered
pursuant to Section 12 of the Exchange Act.

[Reserved]

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, consents,
and filing fee-related information; 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 439(b) under the Securities Act [17 CFR 230.439(b)]

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PART I
INFORMATION REQUIRED IN THE PROSPECTUS
A. INFORMATION ABOUT THE TRANSACTION
Item 1. Forepart of Registration Statement and Outside Front Cover Page of Prospectus.

Set forth in the forepart of the registration statement and on the outside front cover page of the prospectus the information
required by Item 501 of Regulation S-K (§229.501 of this chapter).
Item 2. Inside Front and Outside Back Cover Pages of Prospectus.

Provide the information required by Item 502 of Regulation S-K. In addition, on the inside front cover page, you must
state
(1) that the prospectus incorporates important business and financial information about the company that is not included
in or delivered with the document; and
(2) that this information is available without charge to security holders upon written or oral request. Give the name,
address, and telephone number to which security holders must make this request. In addition, you must state that
to obtain timely delivery, security holders must request the information no later than five business days before
the date they must make their investment decision. Specify the date by which security holders must request this
information. You must highlight this statement by print type or otherwise.
Note to Item 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.
Item 3. Risk Factors, Ratio of Earnings to Fixed Charges and Other Information.
Provide in the forepart of the prospectus a summary containing the information required by Items 105 and 503 of

Regulation S-K (§ 229.105 and § 229.503 of this chapter) and the following:
(a) The name, complete mailing address (including the Zip Code), and telephone number (including the area code) of
the principal executive offices of the registrant and the company being acquired;
(b) A brief description of the general nature of the business conducted by the registrant and by the company being
acquired;
(c) A brief description of the transaction in which the securities being registered are to be offered;
(d) [Reserved]
(e) [Reserved]
(f) [Reserved]
(g) In comparative columnar form, the market value of securities of the company being acquired (on an historical and
equivalent per share basis) and the market value of the securities of the registrant (on an historical basis) as of the
date preceding public announcement of the proposed transaction, or, if no such public announcement was made,
as of the day preceding the day the agreement with respect to the transaction was entered into;
(h) 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 and the vote required for
approval of the proposed transaction;
(i) A statement as to whether any federal or state 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;

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(j) A statement about whether or not dissenters’ rights of appraisal exist, including a cross-reference to the information
provided pursuant to Item 18 or 19 of this Form; and
(k) A brief statement about the tax consequences of the transaction, or if appropriate, consisting of a cross-reference
to the information provided pursuant to Item 4 of this Form.
Item 4. Terms of the Transaction.
(a) Furnish a summary of the material features of the proposed transaction. The summary shall include, where applicable:
(1) A brief summary of the terms of the acquisition agreement;
(2) The reasons of the registrant and of the company being acquired for engaging in the transaction;
(3) The information required by Item 202 of Regulation S-K (§229.202 of this chapter), description of registrant’s
securities, unless: (i) the registrant would meet the requirements for use of Form S-3, (ii) capital stock is to be
registered and (iii) securities of the same class are registered under Section 12 of the Exchange Act and (i) listed
for trading or admitted to unlisted trading privileges on a national securities exchange; or (ii) are securities for
which bid and offer quotations are reported in an automated quotations system operated by a national securities
association;
(4) An explanation of any material differences between the rights of security holders of the company being
acquired and the rights of holders of the securities being offered;
(5) A brief statement as to the accounting treatment the transaction; and
(6) The federal income tax consequences of the transaction.
(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, furnish the same information as would be required by Item
1015(b) of Regulation M-A (229.1015(b) of this chapter).
(c) Incorporate the acquisition agreement by reference into the prospectus by means of a statement to that effect.
Item 5. Pro Forma Financial Information.
Furnish financial information required by Article 11 of Regulation S-X (§210.11-01 et. sq. of this chapter) with respect to
this transaction. A smaller reporting company may provide the information in Rule 8-05 of Regulation S-X (§210.8-05 of
this chapter) in lieu of the financial information required by Article 11 of Regulation S-X.
Instruction.
1. Any other Article 11 information that is presented (rather than incorporated by reference) pursuant to other Items of this
Form shall be presented together with the information provided pursuant to Item 5, but the presentation shall clearly
distinguish between this transaction and any other.
2.

If pro forma financial information with respect to all other transactions is incorporated by reference pursuant to Item 11
or 15 of this Form only the pro forma results need be presented as part of the pro forma financial information required
by this Item.

Item 6. Material Contracts with the Company Being Acquired.
Describe any past, present or proposed material contracts, arrangements, understandings, relationships, negotiations or
transactions during the periods for which financial statements are presented or incorporated by reference pursuant to Part
I.B. or C. of this Form between the company being acquired or its affiliates and the registrant or its affiliates, such as those
concerning: a merger, consolidation or acquisition; a tender offer or other acquisition of securities; an election of directors;
or a sale or other transfer of a material amount of assets.

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Item 7. Additional Information Required for Reoffering by Persons and Parties Deemed to Be Underwriters.
If any of the securities are to be reoffered to the public by any person or party who is deemed to be an underwriter thereof,
furnish the following information in the prospectus, at the time it is being used for the reoffer of the securities to the extent
it is not already furnished therein:
(a) The information required by Item 507 of Regulation S-K (§229.507 of this chapter), selling security holders; and
(b) Information with respect to the consummation of the transaction pursuant to which the securities were acquired and
any material change in the registrant’s affairs subsequent to the transaction.
Item 8. Interests of Named Experts and Counsel.

Furnish the information required by Item 509 of Regulation S-K (§229.509 of this chapter).

Item 9. Disclosure of Commission Position on Indemnification for Securities Act Liabilities.
Furnish the information required by Item 510 of Regulation S-K (§229.510 of this chapter).
B. INFORMATION ABOUT THE REGISTRANT
Item 10. Information with Respect to S-3 Registrants.
If the registrant meets the requirements for use of Form S-3 and elects to furnish information in accordance with the
provisions of this Item, furnish information as required below:
(a) Describe any and all material changes in the registrant’s affairs that have occurred since the end of the latest fiscal
year for which audited financial statements were included in the latest annual report to security holders and that have
not been described in a report on Form 10-Q (§249.308a of this chapter) or Form 8-K (§249.308 of this chapter) filed
under the Exchange Act.
(b) Include in the prospectus, if not incorporated by reference from the reports filed under the Exchange Act specified in
Item 11 of this Form, a proxy or information statement filed pursuant to Section 14 of the Exchange Act, a prospectus
previously filed pursuant to Rule 424 under the Securities Act (§230.424 of this chapter), or a Form 8-K filed during
either of the two preceding fiscal years:
(1) Financial information required by Rule 3-05 (§210.3-05 of this chapter) and Article 11 of Regulation S-X with
respect to transactions other than that pursuant to which the securities being registered are to be issued;
(2) Restated financial statements prepared in accordance with Regulation S-X (Part 210 of this chapter), if there has
been a change in accounting principles or a correction of an error where such change or correction requires a
material retroactive restatement of financial statements;
(3) Restated financial statements prepared in accordance with Regulation S-X where a combination under common
control has been consummated subsequent to the most recent fiscal year and the acquired businesses, considered
in the aggregate, are significant pursuant to Rule 11-01(b) of Regulation S-X (§210.11-01(b) of this chapter); or
(4) Any financial information required because of a material disposition of assets outside the normal course of business.
Item 11. Incorporation of Certain Information by Reference.
If the registrant meets the requirements of Form S-3 and elects to furnish information in accordance with the provisions of
Item 10 of this Form:
(a) Incorporate by reference into the prospectus, by means of a statement to that effect listing all documents so incorporated,

8

the documents listed in paragraphs (1), (2) and, if applicable, (3) below.
(1) The registrant’s latest annual report on Form 10-K (§249.310 of this chapter) filed pursuant to Section 13(a) or
15(d) of the Exchange Act which contains financial statements for the registrant’s latest fiscal year for which a
Form 10-K was required to be filed;
(2) All other reports 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 referred to in Item 11(a)(1) of this Form; and
(3) If capital stock is to be registered and securities of the same class are registered under Section 12 of the Exchange
Act and: (i) listed for trading or admitted to unlisted trading privileges on a national securities exchange; or (ii) are
securities for which bid and offer quotations are reported in an automated quotations system operated by a national
securities association, the description of such class of securities which is contained in a registration statement filed
under the Exchange Act, including any amendment or reports filed for the purpose of updating such description.
(b) The prospectus also shall state that all documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, prior to one of the following dates, whichever is applicable, shall be deemed to be
incorporated by reference into the prospectus:
(1) If a meeting of security holders is to be held, the date on which such meeting is held;
(2) If a meeting of security holders is not to be held, the date on which the transaction is consummated;
(3) If securities of the registrant are being offered in exchange for securities of any other issuer, the date the offering
is terminated; or
(4) If securities are being offered in a reoffering or resale of securities acquired pursuant to this registration statement,
the date the reoffering is terminated.
(c) You must
(1) identify the reports and other information that you file with the SEC; and
(2) State that the SEC maintains an Internet site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC and state the address of that site (http://www.
sec.gov). Disclose your Internet address, if available.
Instruction.

Attention is directed to Rule 439 (§230.439 of this chapter) regarding consent to the use of material incorporated by reference.

Item 12. Information with Respect to S-3 Registrants.

If the registrant meets the requirements for use of Form S-3 and elects to comply with this Item, furnish the information
required by either paragraph (a) or paragraph (b) of this Item. The information required by paragraph (b) shall be furnished
if the registrant satisfies the conditions of paragraph (c) of this Item.
(a) If the registrant elects to deliver this prospectus together with a copy of either its latest Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Exchange Act or its latest annual report to security holders, which at the time of original
preparation met the requirements of either Rule 14a-3 or Rule 14c-3:
(1) Indicate that the prospectus is accompanied by either a copy of the registrant’s latest Form 10-K or a copy of its
latest annual report to security holders, whichever the registrant elects to deliver pursuant to paragraph (a) of this
Item.
(2) Provide financial and other information with respect to the registrant in the form required by Part I of Form 10­­­‑Q
as of the end of the most recent fiscal quarter which ended after the end of the latest fiscal year for which certified

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financial statements were included in the latest Form 10-K or the latest report to security holders (whichever the
registrant elects to deliver pursuant to paragraph (a) of this Item), and more than forty-five days prior to the effective
date of this registration statement (or as of a more recent date) by one of the following means:
(i) including such information in the prospectus;
(ii) providing without charge to each person to whom a prospectus is delivered a copy of the registrant’s latest
Form 10-Q; or
(iii) providing without charge to each person to whom a prospectus is delivered a copy of the registrant’s latest
quarterly report that was delivered to its security holders and which included the required financial information.
(3) If not reflected in the registrant’s latest Form 10-K or its latest annual report to security holders (whichever the
registrant elects to deliver pursuant to paragraph (a) of this Item) provide information required by Rule 3-05
(§210.3-05 of this chapter) and Article 11 (§210.11-01 through §210.11.03 of this chapter) of Regulation S­-X.
Smaller reporting
companies may provide the information required by Rule 8-04 and 8-05 of Regulation S-X.
(4) Describe any and all material changes in the registrant’s affairs which have occurred since the end of the latest
fiscal year for which audited financial statements were included in the latest Form 10-K or the latest annual report
to security holders (whichever the registrant elects to deliver pursuant to paragraph (a) of this Item) and that were
not described in a Form 10-Q or quarterly report delivered with the prospectus in accordance with paragraphs (a)
(2)(ii) or (iii) of this Item.
Instruction. Where the registrant elects to deliver the documents identified in paragraph (a) with a preliminary
prospectus, such documents need not be redelivered with the final prospectus.
(b) If the registrant does not elect to deliver its latest Form 10-K or its latest annual report to security holders:
(1) Furnish a brief description of the business done by the registrant and its subsidiaries during the most recent fiscal
year as required by Rule 14a-3 to be included in an annual report to security holders. The description also should
take into account changes in the registrant’s business that have occurred between the end of the latest fiscal year
and the effective date of the registration statement.
(2) Include financial statements and information as required by Rule 14a-3(b)(1) (240.14a-3(b)(1) of this chapter) to
be included in an annual report to security holders. In addition, provide:
(1) the interim financial information required by Rule 10-01 of Regulation S-X (§210.10-01 of this chapter)
for a filing on Form 10-Q;
(ii) financial information required by Rule 3-05 and Article 11 of Regulation S-X with respect to transactions
other than that pursuant to which the securities being registered are to be issued;
(iii) restated financial statements prepared in accordance with Regulation S-X if there has been a change in
accounting principles or a correction of an error where such change or correction requires a material retroactive
restatement of financial statements;
(iv) Restated financial statements prepared in accordance with Regulation S-X where one or more business
combinations accounted for by the pooling of interest method of accounting have been consummated subsequent
to the most recent fiscal year and the acquired businesses, considered in the aggregate, are significant pursuant
to Rule 11-01(b) of Regulation S-X; and
(v) Any financial information required because of a material disposition of assets outside of the normal course of
business;
(3)

Furnish the information required by the following:

10

(i) Item 101(c)(1)(i) of Regulation S-K (§229.101 (c)(1)(i) of this chapter), industry segments, key products or
services;
(ii) where common equity securities are being offered, Item 201 of Regulation S-K (§229.201 of this chapter),
market price of and dividends on the registrant’s common equity and related stockholder matters;
(iii) [Reserved]
(iv) Item 302 of Regulation S-K (§229.302 of this chapter), supplementary financial information;
(v) Item 303 of Regulation S-K (§229.303 of this chapter), management’s discussion and analysis of financial
condition and results of operations;
(vi) Item 304 of Regulation S-K (§229.304 of this chapter), changes in and disagreements with accountants on
accounting and financial disclosure; and
(vii) Item 305 of Regulation S-K (§ 229.305 of this chapter), quantitative and qualitative disclosures about market
risk.
(c) The registrant shall furnish the information required by paragraph (b) of this Item if;
(1) the registrant was required to make a material retroactive restatement of financial statements because of
(i) a change in accounting principles; or
(ii) a correction of an error; or
(iii) a combination under common control was effected subsequent to the most recent fiscal year and the acquired
businesses considered in the aggregate meet the test of a significant subsidiary; OR
(2) the registrant engaged in a material disposition of assets outside the normal course of business; AND
(3) such restatement of financial statements or disposition of assets was not reflected in the registrant’s latest annual
report to security holders and/or its latest Form 10-K filed pursuant to Sections 13(a) or 15(d) of the Exchange
Act.
Item 13. Incorporation of Certain Information by Reference.

If the registrant meets the requirements of Form S-3 and elects to furnish information in accordance with the provisions of
Item 12 of this Form:
(a) Incorporate by reference into the prospectus, means of a statement to that effect in the prospectus listing all documents
so incorporated, the documents listed in paragraphs (1) and (2) of this Item and, if applicable, the portions of the
documents listed in paragraphs (3) and (4) thereof.
(1) The registrant’s latest annual report on Form 10-K filed pursuant to Section 13(a) or 15(d) of the Exchange Act
which contains audited financial statements for the registrant’s latest fiscal year for which a Form 10-K was required
to be filed.
(2) All other reports 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 referred to in paragraph (a)(1) of this Item.
(3) If the registrant elects to deliver its latest annual report to security holders pursuant to Item 12 of this Form, the
information furnished in accordance with the following:
(i) Item 101(b), (c)(1)(i) and (d) of Regulation S-K, segments, classes of similar products or services, foreign
and domestic operations and export sales;

11

(ii) Where common equity securities are being issued, Item 201 of Regulation S-K, market price of and dividends
on the registrant’s common equity and related stockholder matters;
(iii) [Reserved]
(iv) Item 302 of Regulation S-K, supplementary financial information;
(v) Item 303 of Regulation S-K, management’s discussion and analysis of financial condition and results of
operations;
(vi) Item 304 of Regulation S-K, changes in and disagreements with accountants on accounting and financial
disclosure; and
(vii) Item 305 of Regulation S-K (§ 229.305 of this chapter) quantitative and qualitative disclosures about market
risk.
(4) If the registrant elects, pursuant to Item 12(a)(2)(iii) of this Form, to provide a copy of its latest quarterly report
which was delivered to security holders, financial information equivalent to that required to be presented in Part
I of Form 10-Q.
Instruction. Attention is directed to Rule 439 regarding consent to the use of material incorporated by reference.
(b) The registrant also may state, if it so chooses, that specifically described portions of its annual or quarterly report to
security holders, other than those portions required to be incorporated by reference pursuant to paragraphs (a)(3) and (4)
of this Item, are not part of the registration statement. In such case, the description of portions that are not incorporated
by reference or that are excluded shall be made with clarity and in reasonable detail.
(c) Electronic filings. Electronic filers electing to deliver and incorporate by reference all, or any portion, of the quarterly or
annual report to security holders pursuant to this Item shall file as an exhibit such quarterly or annual report to security
holders, or such portion thereof that is incorporated by reference, in electronic format.
(d) You must
(1) identify the reports and other information that you file with the SEC; and
(2) State that the SEC maintains an Internet site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC and state the address of that site (http://www.
sec.gov). Disclose your Internet address, if available.

Item 14. Information with Respect to Registrants Other Than S-3 Registrants.

If the registrant does not meet the requirements for use of Form or S-3, or otherwise elects to comply with this Item in lieu
of Item 10 or 12, furnish the information required by:
(a) Item 101 of Regulation S-K, description of business;
(b) Item 102 of Regulation S-K, description of property;
(c) Item 103 of Regulation S-K, legal proceedings;
(d) Where common equity securities are being issued, Item 201 of Regulation S-K, market price of and dividends on the
registrant’s common equity and related stockholder matters;
(e) Financial statements meeting the requirements of Regulation S-X, (schedules required by Regulation S-X shall be filed
as “Financial Statement Schedules” pursuant to Item 21 of this Form), as well as financial information required by
Rule 3-05 and Article 11 of Regulation S-X with respect to transactions other than that pursuant to which the securities

12

being registered are to be issued.
(f) [Reserved]
(g) Item 302 of Regulation S-K, supplementary financial information;
(h) Item 303 of Regulation S-K, management’s discussion and analysis of financial condition and results of operations;
(i) Item 304 of Regulation S-K, changes in and disagreements with accountants on accounting and financial disclosure;
and
(j) Item 305 of Regulation S-K (§ 229.305 of this chapter), quantitative and qualitative disclosures about market risk.
C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED
Item 15. Information with Respect to S-3 Companies.

If the company being acquired meets the requirements for use of Form S-3 and compliance with this Item is elected, furnish
the information that would be required by Items 10 and 11 of this Form if securities of such company were being registered.

Item 16. Information with Respect to S-3 Companies.

(a) If the company being acquired meets the requirements for use of Form S-3 and elects to comply with this Item, furnish
the information that would be required by Items 12 and 13 of this Form if securities of such company were being
registered.
(b) Electronic filings. In addition to satisfying the requirements of paragraph (a) of this Item, electronic filers that elect
to deliver and incorporate by reference all, or any portion, of the quarterly or annual report to security holders of a
company being acquired pursuant to this Item shall file as an exhibit such quarterly or annual report to security holders,
or such portion thereof that is incorporated by reference, in electronic format.
Item 17. Information with Respect to Companies Other Than S-3 Companies.

If the company being acquired does not meet the requirements for use of Form S-3, or compliance with this Item is otherwise
elected in lieu of Item 15 or 16, furnish the information required by paragraph (a) or (b) of this Item, whichever is applicable.
(a) If the company being acquired is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act,
or compliance with this subparagraph in lieu of subparagraph (b) of this Item is selected, furnish the information that
would be required by Item 14 of this Form if the securities of such company were being registered; however, only those
schedules required by Rules 12-15, 28 and 29 of Regulation S-X (§210.12-15, 28, 29 of this chapter) need be provided
with respect to the company being acquired.
(b) If the company being acquired is not subject to the reporting requirements of either Section 13(a) or 15(d) of the
Exchange Act; or, because of Section 12(i) of the Exchange Act, has not furnished an annual report to security holders
pursuant to Rule 14a-3 (§240.14a-3 of this chapter) or Rule 14c-3 (§240.14c-3 of this chapter) for its latest fiscal year;
furnish the information that would be required by the following if securities of such company were being registered:
(1) a brief description of the business done by the company which indicates the general nature and scope of the business;
(2) Item 201 of Regulation S-K, market price of and dividends on the registrant’s common equity and related stockholder
matters;
(3) [Reserved]
(4) [Reserved]
(5) Item 303 of Regulation S-K, management’s discussion and analysis of financial condition and results of operations;

13

(6) Item 304(b) of Regulation S-K (§229.304 of this chapter), changes in and disagreements with accountants on
accounting and financial disclosure;
(7) Financial statements that would be required in an annual report sent to security holders under Rules 14a-3(b)(1)
and (b)(2) (§240.14b-3 of this chapter), if an annual report was required. If the registrant’s security holders are
not voting, the transaction is not a roll-up transaction (as described by Item 901 of Regulation S-K (§229.901 of
this chapter)), and:
(i) the company being acquired is significant to the registrant in excess of the 20% level as determined under
§210.3-05(b)(2), provide financial statements of the company being acquired for the latest fiscal year in
conformity with GAAP. In addition, if the company being acquired has provided its security holders with
financial statements prepared in conformity with GAAP for either or both of the two fiscal years before the
latest fiscal year, provide the financial statements for those years; or
(ii) the company being acquired is significant to the registrant at or below the 20% level, no financial information
(including pro forma and comparative per share information) for the company being acquired need be provided.
Instructions:
1. 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.
2. 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, provide 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. when the financial statements are prepared on a basis other than U.S. GAAP.
3. If this Form is used to register resales to the public by any person who is deemed an underwriter within the
meaning of Rule 145(c) (§230.145(c) of this chapter) with respect to the securities being reoffered, the financial
statements must be audited for the fiscal years required to be presented under paragraph (b)(2) of Rule 3-05
of Regulation S-X (17 CFR 210.3-05(b)(2)).
4. In determining the significance of an acquisition for purposes of this paragraph, apply the tests prescribed in
Rule 1-02(w) (§210.1-02(w) of this chapter).
(8) the quarterly financial and other information as would have been required had the company being acquired been
required to file Part I of Form 10-Q (§249.308a) for the most recent quarter for which such a report would have
been on file at the time the registration statement becomes effective or for a period ending as of a more recent date.
(9) schedules required by Rules 12-15, 28 and 29 of Regulation S-X.
(10) Item 305 of Regulation S-K (§ 229.305 of this chapter), quantitative and qualitative disclosures about market risk.
D. VOTING AND MANAGEMENT INFORMATION
Item 18. Information if Proxies, Consents or Authorizations are to be Solicited.
(a) If proxies, consents or authorizations are to be solicited, furnish the following information, except as provided by
paragraph (b) of this Item:
(1) The information required by Item 1 of Schedule 14A, date, time and place information;
(2) The information required by Item 2 of Schedule 14A, revocability of proxy;
(3) The information required by Item 3 of Schedule 14A, dissenters’ rights of appraisal;

14

(4) The information required by Item 4 of Schedule 14A, persons making the solicitation;
(5) With respect to both the registrant and the company being acquired, the information required by:
(i) Item 5 of Schedule 14A, interest of certain persons in matters to be acted upon; and
(ii) Item 6 of Schedule 14A, voting securities and principal holders thereof;
(6) The information required by Item 21 of Schedule 14A, vote required for approval; and
(7) 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) Item 401 of Regulation S-K (§229.401 of this chapter), directors and executive officers;
(ii) Item 402 of Regulation S-K (§229.402 of this chapter), executive compensation, and paragraph (e)(4) of Item
407 of Regulation S-K (§229.407(e)(4) of this chapter), corporate governance;
(iii) Item 404 of Regulation S-K (§229.404 of this chapter), transactions with related persons, promoters and certain
control persons, and Item 407(a) of Regulation S-K (§229.407(a) of this chapter), corporate governance.
(b) If the registrant or the company being acquired meets the requirements for use of Form S-3, any information required
by paragraphs (a)(5)(ii) and (7) of this Item with respect to such company may be incorporated by reference from its
latest annual report on Form 10-K.
Item 19. Information if Proxies, Consents or Authorizations are not to be Solicited or in an Exchange Offer.
(a) If the transaction is an exchange offer or if proxies, consents or authorizations are not to be solicited, furnish, where
applicable, the following information, except as provided by paragraph (c) of this item;
(1) The information required by Item 2 of Schedule 14C, statement that proxies are not to be solicited;

(2) The date, time and place of the meeting of security holders, unless such information is otherwise disclosed in
material furnished to security holders with the prospectus.
(3) The information required by Item 3 of Schedule 14A, dissenters’ rights of appraisal;
(4) With respect to both the registrant and the company being acquired, a brief description of any material interest,
direct or indirect, by security holdings or otherwise, of affiliates of the registrant and of the company being acquired,
in the proposed transaction;
Instruction. This subparagraph shall not apply to any interest arising from the ownership of securities of the
registrant where the security holder receives no extra or special benefit not shared on a pro rata basis by all other
holders of the same class.
(5) With respect to both the registrant and the company being acquired, the information required by Item 6 of Schedule
14A, voting securities and principal holders thereof;
(6) The information required by Item 21 of Schedule 14A, vote required for approval;
(7) 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) Item 401 of Regulation S-K, directors and executive officers;

15

(ii) Item 402 of Regulation S-K (§229.402 of this chapter), executive compensation, and paragraph (e)(4) of Item
407 of Regulation S-K (§229.407(e)(4) of this chapter), corporate governance;
(iii) Item 404 of Regulation S-K (§229.404), transactions with related persons, promoters and certain controls
persons, and Item 407(a) of Regulation S-K (§229.407(a)), corporate governance.
(b) If the transaction is an exchange offer, furnish the information required by paragraphs (a)(4), (a)(5), and (a)(7) of this
Item, except as provided by paragraph (c) of this Item.
(c) If the registrant or the company being acquired meets the requirements for use of Form S-3, any information required
by paragraphs (a)(5) and (7) of this Item with respect to such company may be incorporated by reference from its latest
annual report on Form 10-K.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.

Furnish the information required by Item 702 of Regulation S-K (§229.702 of this chapter).

Item 21. Exhibits and Financial Statement Schedules.
(a) Subject to the rules regarding incorporation by reference, furnish the exhibits as required by Item 601 of Regulation
S‑K (§229.601 of this chapter).
(b) Furnish the financial statement schedules required by Regulation S-X and Item 14(e), Item 17(a) or Item 17(b)(9) of
this Form. These schedules should be lettered or numbered in the manner described for exhibits in paragraph (a) of
this Item.
(c) If information is provided pursuant to Item 4(b) of this Form, furnish the report, opinion or appraisal as an exhibit
hereto, unless it is furnished as part of the prospectus.

(d) Furnish the following information, in substantially the tabular form indicated, as to each type and class of securities

being registered in the manner required by Item 601(b)(107) of Regulation S-K, provided, however that if this is an
exhibit to a post-effective amendment and the only disclosure presented is pursuant to General Instruction H of this

Form and instruction 1.D below, the disclosure may be in solely narrative rather than substantially tabular form.

16

Calculation of Filing Fee Tables
…………..
(Form Type)
……………………………………………………..…
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities

Security
Type

Security
Class
Title

Fee
Calculation
or Carry
Forward
Rule

Amount
Registered

Proposed
Maximum
Offering
Price Per
Unit

Maximum
Aggregate
Offering
Price

Fee
Rate

Amount of
Registration
Fee

Carry
Forward
Form
Type

Carry
Forward
File
Number

Carry
Forward
Initial
effective
date

X

X

X

Filing Fee
Previously
Paid In
Connection with
Unsold
Securities
to be
Carried
Forward

X

Newly Registered Securities
Fees to Be Paid

X

X

X

X

X

X

Fees Previously
Paid

X

X

X

X

X

X

X

X
X

Carry Forward Securities
Carry Forward
Securities

X

X

X

X

X

Total Offering Amounts

X

X

Total Fees Previously Paid

X

Total Fee Offsets

X

Net Fee Due

X

Table 2: Fee Offset Claims and Sources

Registrant
or Filer
Name

Form
or
Filing
Type

File
Number

Initial
Filing
Date

Filing
Date

Fee Offset
Claimed

Security
Type
Associated
with Fee
Offset
Claimed

Security
Title
Associated
with Fee
Offset
Claimed

Unsold
Securities
Associated
with Fee
Offset
Claimed

Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed

Fee Paid
with Fee
Offset
Source

Rules 457(b) and 0-11(a)(2)
Fees Offset
Claims
Fees Offset
Sources

X

X

X

X

X

X

X

X

X

Rule 457(p)
Fee Offset
Claims

X

X

X

Fees Offset
Sources

X

X

X

X

X

X

X

X

X

X

X

17

Table 3: Combined Prospectuses
Security Type

Security Class Title

Amount of Securities
Previously Registered

Maximum Aggregate
Offering Price of
Securities
Previously Registered

Form
Type

File
Number

Initial Effective
Date

X

X

X

X

X

X

X

Instructions to the Calculation of Filing Fee Tables and Related Disclosure
(“Instructions”):

1. General Requirements.

A. Applicable Table Requirements.

The “X” designation indicates the information required to be disclosed, as applicable, in tabular format. Add as many
rows of each table as necessary.

B. Security Types.

i. For securities that are initially being registered, choose a security type permitted to be registered on this
form from the following list of security types to respond to the applicable table requirement:

a. Asset-Backed Securities;
b. Debt;
c. Debt Convertible into Equity;
d. Equity;
e. Exchange-Traded Vehicle Securities;
f. Face Amount Certificates;
g. Limited Partnership Interests;
h. Mortgage Backed Securities;
i. Non-Convertible Debt;
j. Other; and
k. Unallocated (Universal) Shelf.

ii. When a table requires both security type and title of each class of securities, choose a security type from
the list in Instruction 1.B.i and provide this information for each unique combination of security type and title of each class
of securities. For example, it would be appropriate to provide the following on separate lines of Table 1:

Equity

Class A Preferred Shares

Equity

Class B Preferred Shares

C. Fee Rate.

For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.

D. Maximum Aggregate Amounts and Offering Prices in Connection with Post-Effective Amendments.

If required by General Instruction H of this Form, provide in narrative format the maximum aggregate amount or
maximum aggregate offering price of the securities to which the post-effective amendment relates. With respect to final
prospectuses, see Rule 424(g)(2) (§230.424(g)(2) of this chapter).

18

E. Explanations.

If not otherwise explained in response to these instructions, disclose specific details relating to the fee calculation as
necessary to clarify the information presented in each table, including references to the provisions of Rule 457(§230.457 of
this chapter) and any other rule being relied upon. All disclosure these Instructions require that is not specifically required
to be presented in tabular format must appear in narrative format immediately after the table(s) to which it corresponds
except the narrative disclosure referenced in Instruction 1.D must appear directly beneath the heading of this exhibit if the
exhibit does not otherwise require a table.
2. Table 1: Newly Registered and Carry Forward Securities Table and Related
Disclosure.
A. Newly Registered Securities.
For securities that are initially being registered on this form, provide the following information.
i. Fees to Be Paid and Fees Previously Paid
a. Fees to Be Paid.
Provide the information Table 1 requires under the heading “Newly Registered Securities” for the
line item “Fees to Be Paid” for securities to be registered for which filing fees have not already been paid in connection
with the initial filing of this form or a pre-effective amendment.
b. Fees Previously Paid.
Provide the information Table 1 requires under the heading “Newly Registered Securities” for the
line item “Fees Previously Paid” for securities to be registered for which filing fees have already been paid
in connection with the initial filing of this form or a pre-effective amendment.
ii. Fee Calculation or Carry Forward Rules.
a. Rule 457(a).
For a fee calculated as specified in Rule 457(a) (§230.457(a) of this chapter), enter “457(a)”.
b. Rule 457(f).
For a fee calculated as specified in Rule 457(f) (§230.457(f) of this chapter), enter “457(a)”, “457(o)”
or “Other”, as applicable. Separately disclose the amount and value of securities to be received by the registrant or cancelled
upon the issuance of securities registered on this Form, and explain how the value was calculated in accordance with Rule
457(f)(1) and (2), as applicable. The explanation must include the value per share of the securities to be received by the
registrant or cancelled upon the issuance of securities registered on this Form. Also disclose any amount of cash to be paid by
the registrant in connection with the exchange or other transaction, and any amount of cash to be received by the registrant in
connection with the exchange or other transaction. In accordance with Rule 457(f)(3), to determine the maximum aggregate
offering price for such a transaction, the registrant should deduct any amount of cash to be paid by the
registrant in connection with the exchange or other transaction from, and add any amount of cash to be received by the
registrant in connection with the exchange or other transaction to, the value of the securities to be received or cancelled as
calculated in accordance with Rule 457(f)(1) and (2), as applicable. Omit from the table the maximum offering price per
unit.
c. Rule 457(o).
If relying on Rule 457(o) under the Securities Act (§230.457(o) of this chapter) to register securities
on this Form by maximum aggregate offering price, enter “457(o)”. You may omit from any such row the Amount Registered
and the Proposed Maximum Offering Price Per Unit.
19

d. Other.

If relying on a rule other than Rule 457(a), (f), or (o), enter “Other”.

iii. Other Tabular Information.

a. Provide the following information in the table for each unique combination of security type and
title of each class of securities to be registered as applicable except as otherwise provided by Instruction 2.A.iii.b:

1. The security type of the class of securities to be registered;

2. The title of the class of securities to be registered;

3. The amount of securities being registered expressed in terms of the number of securities, proposed
maximum offering price per unit and resulting proposed maximum aggregate offering price, or, if the related filing fee is
calculated in reliance on Rule 457(o), the proposed maximum aggregate offering price;

4. The fee rate; and

5. The registration fee.

b. When registering two or more classes of securities on this Form to be offered on a delayed or
continuous basis pursuant to §230.415(a)(1)(viii), Rule 457(o) permits the calculation of the registration fee to be based
on the maximum aggregate offering price of all the newly registered securities listed in Table 1 on a combined basis if the
registrant is eligible to use Form S-3 for a primary offering. In this event, Table 1 must list each of the classes of securities
being registered, in tandem with its security type but may omit the proposed maximum aggregate offering price for each class.
Following that list, Table 1 must list the security type “Unallocated (Universal) Shelf” and state the maximum aggregate
offering price for all of the classes of securities on a combined basis.

iv. Pre-Effective Amendments.

If a pre-effective amendment is filed to concurrently (i) increase the amount of securities of one or
more registered classes or add one or more new classes of securities; and (ii) decrease the amount of securities of one

or more registered classes, a registrant that did not rely on Rule 457(o) to calculate the filing fee due for the initial filing
or latest pre-effective amendment to such filing may recalculate the total filing fee due for the registration statement in its
entirety and claim an offset pursuant to Rule 457(b) in the amount of the filing fee previously paid in connection with

the registration statement. This recalculation procedure is not available, however, if a pre-effective amendment is filed
only to increase the amount of securities of one or more registered classes or add one or more new classes. A pre-effective
amendment that uses this recalculation procedure must include the revised offering amounts as securities to be registered for
which filing fees have not already been paid in connection with the initial filing of this form or a pre-effective amendment
for purposes of Table 1. If you use this recalculation procedure, separately disclose that you are using it and expressly
reference this Instruction 2.A.iv.

B. Carry Forward Securities.

If relying on Rule 415(a)(6) under the Securities Act (§230.415(a)(6) of this chapter) to carry forward to this registration
statement unsold securities from an earlier registration statement, enter “415(a)(6)” in the table and provide, in a separate
row for each registration statement from which securities are to be carried forward, and for each unique combination of
security type and title of each class of securities to be carried forward, the following information:

i. The security type of the class of securities to be carried forward;

ii. The title of the class of securities to be carried forward;

iii. The amount of securities being carried forward expressed in terms of the number of securities (under the
column heading “Amount Registered”) and the amount of the maximum aggregate offering price, as specified in the fee
table of the earlier filing, associated with those securities (under the column heading “Maximum Aggregate Offering Price”)
or, if the related filing fee was calculated in reliance on Rule 457(o), the amount of securities carried forward expressed in
terms of the maximum aggregate offering price (under the column heading “Maximum Aggregate Offering Price”);

iv. The form type, file number, and initial effective date of the earlier registration statement from which the
securities are to be carried forward; and

v. The filing fee previously paid in connection with the registration of the securities to be carried forward.

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C. Totals.

i. Total Offering Amounts.

Provide the sum of the maximum aggregate offering price for both the newly registered and carry forward
securities and the aggregate registration fee for the newly registered securities.

ii. Total Fees Previously Paid.

iii. Total Fee Offsets.

Provide the aggregate of registration fees previously paid for the newly registered securities.

Provide the aggregate of the fee offsets that are claimed in Table 2 pursuant to Instruction 3.

iv. Net Fee Due.

Provide the difference between (a) the aggregate registration fee for the newly registered securities from the
Total Offering Amounts row; and (b) the sum of (i) the aggregate of registration fees previously paid for the newly registered
securities from the Total Fees Previously Paid row; and (ii) the aggregate fee offsets claimed from the Total Fee Offsets row.

3. Table 2: Fee Offset Claims and Sources.

A. Terminology.

For purposes of this Instruction 3 and Table 2, the term “submission” means any (i) initial filing of, or
amendment (pre-effective or post-effective), to a fee-bearing document; or (ii) fee-bearing form of prospectus filed under
Rule 424 under the Securities Act (§230.424 of this chapter), in all cases that was accompanied by a contemporaneous fee
payment. For purposes of these instructions to Table 2, a contemporaneous fee payment is the payment of a required fee
that is satisfied through the actual transfer of funds, and does not include any amount of a required fee satisfied through a
claimed fee offset. Instructions 3.B.ii and 3.C.ii require a filer that claims a fee offset under Rule 457(b) or (p) under the

Securities Act (§230.457(b) or (p) of this chapter) or Rule 0-11(a)(2) under the Exchange Act (§240.0-11(a)(2) of this
chapter) to identify previous submissions with contemporaneous fee payments that are the original source to which the fee

offsets claimed on this filing can be traced. See Instruction 3.D for an example.

B. Rules 457(b) and 0-11(a)(2).

If relying on Rule 457(b) under the Securities Act (§230.457(b) of this chapter) or Rule 0-11(a)(2) under the
Exchange Act (§240.0-11(a)(2) of this chapter) to offset some or all of the filing fee due on this registration statement by
amounts paid in connection with earlier filings (other than this Form S-4 unless pursuant to Instruction 2.A.iv) relating to
the same transaction, provide the following information:

i. Fee Offset Claims.

For each earlier filed Securities Act registration statement or Exchange Act document relating to the same transaction
from which a fee offset is being claimed, provide the information that Table 2 requires under the heading “Rules 457(b)
and 0-11(a)(2)” for the line item “Fee Offset Claims”. The “Fee Offset Claimed” column requires the dollar amount of the
previously paid filing fee to be offset against the currently due fee.

Note to Instruction 3.B.i.

If claiming an offset from a Securities Act registration statement, provide a detailed explanation of the basis for the claimed
offset.

ii. Fee Offset Sources.

With respect to amounts claimed as an offset under Rule 457(b) or Rule 0-11(a)(2), identify those submissions with

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contemporaneous fee payments that are the original source to which those amounts can be traced. For each submission
identified, provide the information that Table 2 requires under the heading “Rules 457(b) and 0-11(a)(2)” for the line item
“Fee Offset Sources”. The “Fee Paid with Fee Offset Source” column requires the dollar amount of the contemporaneous
fee payment made with respect to each identified submission that is the source of the fee offset claimed pursuant to Rule
457(b) or 0-11(a)(2).

C. Rule 457(p).

If relying on Rule 457(p) under the Securities Act (§230.457(p) of this chapter) to offset some or all of the
filing fee due on this registration statement with the filing fee previously paid for unsold securities under an earlier filed
registration statement, provide the following information:

i. Fee Offset Claims.

For each such earlier filed registration statement from which the registrant is claiming a filing fee offset,
provide the information Table 2 requires under the heading “Rule 457(p)” for the line item “Fee Offset Claims”. The “Fee
Offset Claimed” column requires the dollar amount of the previously paid filing fee to be offset against the currently due
fee.
Notes to Instruction 3.C.i.

1. Provide a statement that the registrant has either withdrawn each prior registration statement or has terminated or completed
any offering that included the unsold securities under the prior registration statements.
2. If you were not the registrant under the earlier registration statements, entering information under the heading “Rule
457(p)” pursuant to Instruction 3.C.i affirms that you are that registrant’s successor, majority-owned subsidiary, or parent
owning more than 50% of the registrant’s outstanding voting securities eligible to claim a filing fee offset. See the definitions
of “successor” and “majority-owned subsidiary” in Rule 405 under the Securities Act (§230.405 of this chapter).
ii. Fee Offset Sources.

With respect to amounts claimed as an offset under Rule 457(p), identify those submissions with contemporaneous
fee payments that are the original source to which those amounts can be traced. For each submission identified, provide
the information Table 2 requires under the heading “Rule 457(p)” for the line item “Fee Offset Sources”. The “Fee Paid
with Fee Offset Source” column requires the dollar amount of the contemporaneous fee payment made with respect to each
identified submission that is the source of the fee offset claimed pursuant to Rule 457(p).

D. Fee Offset Source Submission Identification Example.

A filer:

• Initially files a registration statement on Form S-1 on 1/15/20X1 (assigned file number 333-123456) with a
fee payment of $10,000;

• Files pre-effective amendment number 1 to the Form S-1 (333-123456) on 2/15/20X1 with a fee payment
of $15,000 and the registration statement goes effective on 2/20/20X1;

• Initially files a registration statement on Form S-1 on 1/15/20X4 (assigned file number 333-123467) with a
fee payment of $25,000 and relies on Rule 457(p) to claim an offset of $10,000 related to the unsold securities registered
on the previously filed Form S-1 (333-123456) and apply it to the $35,000 filing fee due and the registration statement goes
effective on 2/15/20X4.

• Initially files a registration statement on Form S-1 (assigned file number 333-123478) on 1/15/20X7 with a
fee payment of $15,000 and relies on Rule 457(p) to claim an offset of $30,000 related to the unsold securities registered
on the most recently effective Form S-1 (333-123467) filed on 1/15/20X4 and apply it to the $45,000 filing fee due.

For the registration statement on Form S-1 with file number 333-123478 filed on 1/15/20X7, the filer can satisfy the submission
identification requirement when it claims the $30,000 fee offset from the Form S-1 (333-123467) filed on 1/15/20X4
by referencing any combination of the Form S-1 (333-123467) filed on 1/15/20X4, the pre-effective amendment to the Form
S-1 (333-123456) filed on 2/15/20X1 or the initial filing of the Form S-1 (333-123456) on 1/15/20X1 in relation to which
contemporaneous fee payments were made equal to $30,000.

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One example could be:

• the Form S-1 (333-123467) filed on 1/15/20X4 in relation to the payment of $25,000 made with that
submission; and

• the pre-effective amendment to the Form S-1 (333-123456) filed on 2/15/20X1 in relation to the payment of
$5,000 out of the payment of $15,000 made with that submission (it would not matter if the filer cited to this pre-effective
amendment and/or the initial submission of this Form S-1 (333-123456) on 1/15/20X1 as long as singly or together they
were cited as relating to a total of $5,000 in this example).

In this example, the filer could not satisfy the submission identification requirement solely by citing to the Form S-1
(333-123467) filed on 1/15/20X4 because even though the offset claimed and available from that filing was $30,000, the
contemporaneous fee payment made with that filing ($25,000) was less than the offset being claimed. As a result, the filer
must also identify a prior submission or submissions with an aggregate of contemporaneous fee payment(s) of $5,000 as
the original source(s) to which the rest of the claimed offset can be traced.

4. Table 3: Combined Prospectuses.

If this Form includes a combined prospectus pursuant to Rule 429 under the Securities Act of 1933 (§230.429 of this
chapter), provide the information that Table 3 requires for each earlier effective registration statement that registered securities

that may be offered and sold using the combined prospectus. Include a separate row for each unique combination of security
type and title of each class of those securities. The amount of securities previously registered that may be offered and

sold using the combined prospectus, must be expressed in terms of the number of securities (under column heading “Amount
of Securities Previously Registered”), or, if the related filing fee was calculated in reliance on Rule 457(o), must be expressed

in terms of the maximum aggregate offering price (under column heading “Maximum Aggregate Offering Price of Securities
Previously Registered”).
Note to Instruction 4.

Table 1 should not include the securities registered on an earlier effective registration statement that may be offered and
sold using the combined prospectus under Rule 429.

Item 22. Undertakings.
(a) Furnish the undertakings required by Item 512 of Regulation S-K (§229.512 of this chapter).
(b) Furnish the following undertaking:
The undersigned registrant hereby undertakes to respond to requests for information that is incorporated
by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business
day of receipt of such request, and to send the incorporated documents by first class mail or other equally
prompt means. This includes information contained in documents filed subsequent to the effective date
of the registration statement through the date of responding to the request.
(c) Furnish the following undertaking:
The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all
information concerning a transaction, and the company being acquired involved therein, that was not the
subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of

State of

, on

By

, 20

.

(Registrant)
(Signature and Title)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following
persons in the capacities and on the dates indicated.

(Signature)

(Title)

(Date)

Instructions.
1. The registration statement shall be signed by the registrant, its principal executive officer or officers, its principal financial
officer, its controller or principal accounting officer, and by at least a majority of the board of directors or persons
performing similar functions. If the registrant is a foreign person, the registration statement shall also be signed by its
authorized representative in the United States. Where the registrant is a limited partnership, the registration statement
shall be signed by a majority of the board of directors of any corporate general partner signing the registration statement.
2. The name of each person who signs the registration statement shall be typed or printed beneath his signature. Any person
who occupies more than one of the specified positions shall indicate each capacity in which he signs the registration
statement. Attention is directed to Rule 402 (§230.402 of his chapter) concerning manual signatures and Item 601
concerning signatures pursuant to powers of attorney.
3. If the securities to be offered are those of a corporation not yet in existence at the time the registration statement is filed
which will be a party to a consolidation involving two or more existing corporations, then each such existing corporation
shall be deemed a registrant and shall be so designated on the cover page of this Form, and the registration statement
shall be signed by each such existing corporation and by the officers and directors of each such existing corporation as
if each such existing corporation were the registrant.

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