1782 Form S-1 Instructions as to Exhibits reasonably itemized and informative table of contents, and (2) a cross-reference sheet showing the location in the indenture of the provisions inserted pursuant to Sections 310 through 318(a) inclusive of the Trust Indenture Act of 1939. 5. Copies of any plan setting forth the terms and conditions upon which outstanding options, warrants or rights to purchase securities of the registrant or its subsidiaries from the registrant or any of its affiliates have been issued, together with specimen copies of such options, warrants, or rights; or, if not issued pursuant to such a plan, copies of each such option, warrant or right. 6. An opinion of counsel, as to the legality of the securities being registered, indicating whether they will when sold be legally issued, fully paid and nonassessable, and, if debt securities, whether they will be binding obligations of the registrant. 7. Copies of each material foreign patent for an invention not covered by a United States patent. If a substantial part of the securities to be offered or of the proceeds therefrom has been or is to be used for the particular purpose of acquiring, developing or exploiting one or more material patents or patent rights, furnish a list showing the number and a brief identification of each such patent or patent right. 8. If any discount on capital shares is shown as a deduction from capital shares on the most recent balance sheet being filed for the registrant, there shall be filed a statement of the circumstances under which such discount arose and an opinion of counsel as to the legality of the issuance of the shares to which such discount relates. The opinion shall set forth any applicable constitutional and statutory provisions and shall cite any decisions which in the opinion of counsel are controlling. 9. If the registrant has any shares, the preference of which upon involuntary liquidation exceeds the par or stated value thereof, there shall be filed an opinion of counsel as to whether there are any restrictions upon surplus by reason of such excess and also as to any remedies available to security holders before or after payment of any dividend that would reduce surplus to an amount less than the amount of such excess. The opinion shall set forth any applicable constitutional and statutory provisions and shall cite any decisions which, in the opinion of counsel, are controlling. 10. Copies of any voting trust agreement referred to in answer to Item 19. 11. Copies of all pension, retirement or other deferred compensation plans, contracts or arrangements. If any such plan, contract or arrangement is not set forth in a formal document, furnish a reasonably detailed description thereof. Copies of any available booklet or other written description of any such plan, contract or arrangement shall also be filed. 12. Copies of all indemnification contracts or arrangements described in answer to Item 29. 92-578 O 73-11 (2B) Instructions as to Form S-1 1783 13. (a) Copies of every material contract not made in the ordinary course of business which is to be performed in whole or in part at or after the filing of the registration statement or which was made not more than two years before filing, except contracts called for, or the omission of which is expressly authorized by the foregoing instructions. Only contracts need be filed as to which the registrant or a subsidiary of the registrant is a party or has succeeded to a party by assumption or assignment, or in which the registrant or such subsidiary has a beneficial interest. (b) If the contract is such as ordinarily accompanies the kind of business conducted by the registrant and its subsidiaries, it is made in the ordinary course of business and need not be filed, unless it falls within one or more of the following categories, in which case it should be filed except where immaterial in amount or significance: (1) Directors, officers, promoters, voting trustees, security holders named in answer to Item 19(a) or underwriters are parties thereto except where the contract merely involves purchase or sale of current assets having a determinable market price, at such price. (2) It is of such materiality as to call for specific reference to it in the prospectus. (3) The registrant's business is substantially dependent upon it, as in the case of continuing contracts to sell the major part of registrant's production in the case of a manufacturing enterprise or to purchase the major part of registrant's requirements of goods in the case of a distributing enterprise, or licenses to use a patent or formula upon which registrant's business depends to a material extent. (4) It calls for the acquisition or sale of fixed assets for a consideration exceeding 15% of all fixed assets of the registrant and its subsidiaries. (5) It is a lease under which a significant part of the property described under Item 10 is held by the registrant, or (6) The amount of the contract, or its importance to business of the registrant and its subsidiaries, are material, and the terms and conditions are of a nature of which investors reasonably should be informed. (c) Any management contract or bonus or profit-sharing plan, contract or arrangement (or if not set forth in any formal document, a written description thereof) except the following, shall be deemed material and shall be filed: (1) Ordinary purchase and sales agency agreements. (2) Agreements with managers of stores in a chain organization or similar organization. (3) Contracts providing for labor or salesmen's bonuses or payments to a class of security holders, as such. 1784 Form S-1 Instructions as to Summary Prospectuses INSTRUCTIONS AS TO SUMMARY PROSPECTUSES A summary prospectus used pursuant to Rule 434A shall at the time of its use contain such of the information specified below as is then included in the registration statement. All other information and documents contained in the registration statement may be omitted. (a) As to Item 1, the aggregate offering price to the public, the aggregate underwriting discounts and commissions and the offering price per unit to the public; as to Item 2(a), the name of the managing underwriter or underwriters and a brief statement as to the nature of the underwriter's obligation to take the securities; as to Item 2(c), a brief statement as to the manner of distribution; as to Item 3, a brief statement of the principal purposes for which the proceeds are to be used; Item 4; Item 5; Item 6; Item 7, if the registrant was organized within 5 years; as to Item 9, a brief statement of the general character of the business done and intended to be done; Item 11(a); as to Item 12, a brief statement of the nature and present status of any material pending legal proceedings; Item 13(a)(1) and (2); as to Item 14(a), a brief statement as to interest and maturity provisions; as to Item 15, information corresponding to the foregoing; and Item 18(b) as to outstanding options to purchase securities of any class being registered. (b) The summary prospectus shall not contain a summary or condensation of the information required by Item 21. (c) The Commission may, upon the request of the registrant, and where consistent with the protection of investors, permit the omission of any of the information herein required or the furnishing in substitution therefor of appropriate information of comparable character. The Commission may also require the inclusion of other information in addition to, or in substitution for, the information herein required in any case where such information is necessary or appropriate for the protection of investors. 1b. Attachments: Securities and Exchange Commission Form 10-K, “Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934," and Press Releases Concerning Form 10-K (a) Securities and Exchange Commission, Securities Exchange Act Release No. 9000, dated Oct. 21, 1970, "Adoption of Revised Form 10-K," and Text of Revised Form NOTE.-The SEC's release No. 34-9000 with appended text of revised Form 10-K was also submitted to the subcommittee by Ralph Nader. Omitted here, the documents referred to may be found in part 2A, appendix IV, as Ralph Nader's Exhibit No. 23(j). See also part 1A, appendix VII, pp. 836-855: Securities and Exchange Commission, Securities Exchange Act Release No. 8682, dated Sept. 15, 1969, “Notice of Proposed Revision of Form 10-K.”- Committee editor. (b) Securities and Exchange Commission, Securities Act Release No. 5172, Securities Exchange Act Release No. 9253, Accounting Series Release No. 121, dated July 19, 1971, "Adoption of Amendments to Regulation S-X and to Forms 10 and 10-K to Revise the Exemption from Certification of Financial Statements of Banks Filed under the Securities Act of 1933 and the Securities Exchange Act of 1934" For RELEASE Monday, July 19, 1971 SECURITIES AND EXCHANGE COMMISSION SECURITIES ACT OF 1933 Release No. 5172 Washington, D. C. 20549 SECURITIES EXCHANGE ACT OF 1934 Release No. 9253 Release No. 121 ADOPTION OF AMENDMENTS TO REGULATION S-X AND TO FORMS 10 AND 10-K TO REVISE THE EXEMPTION The Securities and Exchange Commission today adopted amendments of Article 9 of Regulation S-X and Instructions 13 and 7 of the Instructions as to Financial Statements of Forms 10 and 10-K, respectively, which revise the exemption from certification of financial statements of banks filed under the Securities Act of 1933 and the Securities Exchange Act of 1934. Proposed amendments of the rules and forms to delete the exemption from certification of financial statements of banks and life insurance companies were issued for public comment on May 17, 1971 in Securities Act Release No. 5149 (Securities Exchange Act Release No. 9175). Letters of comment were received which have been given careful consideration in determining the extent of the definitive amendments. The Commission has determined to adopt the amendments deleting the exemption from certification of financial statements of banks. However, such amendments do not apply to financial statements for periods ending on or before November 30, 1971, included in registration statements and reports filed with the Commission so that a reasonable period of time will be provided for affected registrants to plan and arrange for appropriate audit work and because of the difficulties that may be encountered by registrants if retroactive independent audits for periods ending prior to the effective date were required. With respect to life insurance companies, the exemption from certification of financial statements for such companies filed under the Securities Exchange Act of 1934 is retained at this time. This will permit the accounting profession in collaboration with the life insurance industry to complete work now underway to develop and promulgate accounting guidelines for life insurance companies which will enable the financial statements of such companies to be certified in accordance with generally accepted accounting principles. 33-5172 These amendments are adopted pursuant to authority conferred on the Securities and Exchange Commission by the Securities Act of 1933, particularly Sections 6, 7, 8, 10 and 19 (a) thereof and the Securities Exchange Act of 1934, particularly Sections 12, 13, 15(d) and 23 (a) thereof. The amendments are set forth below. I. Paragraph (a) of Rule 9-05 of Regulation S-X has been amended to read as follows: "(a) Statements of banks need not be certified for periods ending on or before November 30, 1971." II. Instructions 13 and 7 of Instructions as to Financial Statements in Forms 10 and 10-K, respectively, have been amended to read as follows: Statements of Banks and Life Insurance Companies Notwithstanding the requirements of the foregoing instructions, financial statements filed for banks for periods ending on or before Noveller 30, 1971 and for life insurance companies need not be certified. The foregoing amendments shall be effective July 19, 1971. By the Commission. Theodore L. Humes NOTICE In corresponding with the Commission about mailing list changes and delisting, please include ALL MAILING LIST CODES AND SYMBOLS appearing in your address as presently shown. NOTE.-For additional press releases containing further amendments to Form 10-K, please see the following attachments to enclosure A, concerning Form 10-Q.-Committee editor. |