PART I-NOTIFICATION Item 1. Significant Parties (a) List the full name and business and residential addresses for (1)-(3) below. List the full name and business address for (4)-(13) below: (1) the issuer's directors; (2) the issuer's officers; (3) the issuer's general partners; (4) record owners of 10 percent or more of any class of the issuer's equity securities or any other person who has or shares the right to vote or direct the voting of such securities; (5) promoters currently connected with the issuer; (6) predecessors of the issuer; (7) affiliates of the issuer; (8) counsel to the issuer in connection with the proposed offering; (9) each managing underwriter in connection with the proposed offering; (10) the underewriter's directors; (11) the underwriter's officers; (12) the underwriter's general partners; (13) counsel to the underwriter. Item 2. Application of Rule 252(c)-(e) (a) State whether any of the individuals or entities identified pursuant to Item 1 are subject to any disability described in Rule 252(c)-(e). (b) If any such individual or entity is subject to the provisions of Rule 252: (1) provide a full description including pertinent names, dates and other details; and (2) state whether or not an application has been made pursuant to Rule 252(f) for a waiver of the applicable provisions of Rule 252 and whether such application has been granted or denied. Item 3. Application of Rule 253(a) and (b) State whether or not the issuer is subject to the provisions of Rule 253(a) or (b). Item 4. Jurisdictions in Which Securities Are to Be Offered (a) List the jurisdictions in which the securities are to be offered by underwriters, dealers or salespersons. (c) If the offering or any part thereof is to be made by use of the facilities of any securities exchange, identify the (d) If the issuer is subject to Rule 253(b), state the Province(s) in which the securities have been or will be qualified or made eligible for offering. Instruction: In the event an offering is to be made in jurisdictions or on exchanges not previously identified pursuant to this item, an amendment to the offering statement should be filed which identifies the new jurisdictions and exchanges. Item 5. Unregistered Securities Issued or Sold Within One Year (a) As to any unregistered securities issued by the issuers within one year prior to the filing of this notification, state: (1) the name of such issuer; (2) the title and amount of securities issued; (3) the aggregate offering price or other consideration for which they were issued and the basis for computing the amount thereof; (4) the names of the persons or the identity of the class of persons to whom the securities were issued. Instruction: In responding to this subsection, issuers should consider the effect of the grant or exercise of options, warrants, or rights with regard to the issuer's securities. (b) As to any unregistered securities of the issuer or any of its predecessors or affiliated issuers which were sold within one year prior to the filing of this notification by or for the account of any person who at the time was a director, officer, promoter or principal security holder of the issuer of such securities, or was an underwriter of any securities of such issuer, furnish the information specified in 1 through 4 of paragraph (a). (c) Indicate the section of the Act or rule or regulation of the Commission under which exemption from registration was claimed with respect to such securities and state briefly the facts relied upon for the exemption. Item 6. Other Present or Proposed Offerings State whether or not the issuer or any of its affiliated issuers is currently offering or currently contemplates the offering of any securities in the United States or Canada in addition to those covered by this notification. If so, describe fully the present or proposed offering. Item 7. Marketing Arrangements Item 8. (a) Briefly describe any arrangement known to the issuer or to any person named in answer to Item 4(d) or 10(a) of Part II made for any of the following purposes: (1) To limit or restrict the sale of other securities of the same class as those to be offered for the period of distribution. (2) To stabilize the market for any of the securities to be offered. (3) For withholding commissions, or otherwise to hold each underwriter or dealer responsible for the distribution of his participation. (b) Identify any principal underwriter that intends to confirm sales to any accounts over which it exercises discretionary authority and include an estimate of the amount of securities so intended to be confirmed. Instructions: 1. If the information required by subsection (b) is not available at the time the offering statement is filed, an amendment to Part I-Notification, including such information, should be made prior to the commencement of the offering. 2. If the answer to this item is contained in an exhibit, the item may be answered by a cross-reference to the relevant paragraphs of the exhibit. Relationship with Issuer of Experts Named in Offering Statement If any expert named in the offering statement as having prepared or certified any part thereof was employed for such purpose on a contingent basis or, at the time of such preparation or certification or at any time thereafter, had a material interest in the registrant or any of its parents or subsidiaries or was connected with the registrant or any of its subsidiaries as a promoter, underwriter, voting trustee, director, officer or employee furnish a brief statement of the nature of such contingent basis, interest or connection. PART II-OFFERING CIRCULAR Item 1. Cover Page The cover page of the offering circular shall include the following information: (a) Name of the issuer; (b) The mailing address of the issuer's principal executive offices including the zip code and the issuer's telephone number; (c) Date of the offering circular; (d) Description and amount of securities offered (Note: this description should include, for example, appropriate disclosure of redemption and conversion features of debt securities); (e) The statement required by Rule 259; (f) The table(s) required by Item 2; (g) The name of the underwriter or underwriters; (h) Any materials required by the law of any state in which the securities are to be offered; (i) If applicable, identification of material risks in connection with the purchase of the securities; and Instruction: Where the name of the registrant is the same as the name of another well-known company or indi- Item 2. Distribution Spread (a) The information called for by the following table shall be given, in substantially the tabular form indicated, on the outside front cover page of the offering circular as to all securities being offered (estimate, if necessary). Per unit Price to public Underwriting discounts and commissions Proceeds to issuer or other persons If the securities are to be offered on a best efforts basis the cover page should set forth the termination date, if any, of the offering, any minimum required sale and any arrangements to place the funds received in an escrow, trust, or similar arrangement. The following tabular presentation of the total maximum and minimum securities to be offered should be combined with the table required above: Total Minimum Price to public Underwriting discounts and commissions Proceeds to issuer or other persons Total Maximum Instructions: 1. The term "commissions" shall include all cash, securities, contracts, or anything else of value, paid, to be set aside, disposed of, or understandings with or for the benefit of any other persons in which any underwriter is interested, made in connection with the sale of such security. 2. Only commissions paid by the issuer in cash are to be indicated in the table. Commissions paid by other persons or any form of non-cash compensation shall be briefly identified in a note to the table with a crossreference to a more complete description elsewhere in the offering circular. 3. Prior to the commencement of sales pursuant to Regulation A, the issuer shall inform the Commission whether or not the amount of compensation to be allowed or paid to the underwriters, as described in the offering statement, has been cleared with the National Association of Securities Dealers, Inc. 4. If the securities are not to be offered for cash, state the basis upon which the offering is to be made. 5. If it is impracticable to state the price to the public, the method by which it is to be determined shall be explained. (b) Any finder's fees or similar payments shall be disclosed on the cover page with a reference to a more complete discussion in the offering circular. Such disclosure should identify the finder, the nature of the services rendered and the nature of any relationship between the finder and the issuer, its officers, directors, promoters, principal stockholders and underwriters (including any affiliates thereof). (c) The amount of the expenses of the offering borne by the issuer, including underwriting expenses to be borne by the issuer, should be disclosed in a footnote to the table. Item 3. Summary Information, Risk Factors and Dilution (a) Where appropriate to a clear understanding by investors, there should be set forth in the forepart of the offering circular, under an appropriate caption, a carefully organized series of short, concise paragraphs, summarizing the principal factors which make the offering one of high risk or speculative. Note: These factors may be due to such matters as an absence of an operating history of the issuer, an absence of profitable operations in recent periods, an erratic financial history, the financial position of the issuer, the nature of the business in which the issuer is engaged or proposes to engage, conflicts of interest with management, reliance on the efforts of a single individual, or the method of determining the market price where no market currently exists. Issuers should avoid generalized statements and include only those factors which are unique to the issuer. (b) Where there is a material disparity between the public offering price and the effective cash cost to officers, directors, promoters and affiliated persons for shares acquired by them in a transaction during the past three years, or which they have a right to acquire, there should be included a comparison of the public contribution under the proposed public offering and the effective cash contribution of such persons. In such cases, and in other instances where the extent of the dilution makes it appropriate, the following shall be given: (1) the net tangible book value per share before and after the distribution; (2) the amount of the increase in such net tangible book value per share attributable to the cash payment made by purchasers of the shares being offered; and (3) the amount of the immediate dilution from the public offering price which will be absorbed by such purchasers. Item 4. Plan of Distribution (a) If the securities are to be offered through underwriters, give the names of the principal underwriters, and state the respective amounts underwritten. Identify each such underwriter having a material relationship to the issuer and state the nature of the relationship. State briefly the nature of the underwriters' obligation to take the securities. (b) State briefly the discounts and commissions to be allowed or paid to dealers, including all cash, securities, contracts or other consideration to be received by any dealer in connection with the sale of the securities. (c) Outline briefly the plan of distribution of any securities being issued which are to be offered through the selling efforts of brokers or dealers or otherwise than through underwriters. (d) If any of the securities are to be offered for the account of security holders, indicate on the cover page the total amount to be offered for their account and include a cross-reference to a fuller discussion elsewhere in the offering circular. Such discussion should identify each selling security holder, state the amount owned by him, the amount offered for his account and the amount to be owned after the offering. (e) (1) Describe any arrangements for the return of funds to subscribers if all of the securities to be offered are not sold; if there are no such arrangements, so state. (2) If there will be a material delay in the payment of the proceeds of the offering by the underwriter to the issuer, the salient provisions in this regard and the effects on the issuer should be stated. Instruction: Attention is directed to the provisions of Rules 10b-9 [17 CFR §240.10b-9] and 15c2-4 (17 CFR §240.15c2-4] under the Securities Exchange Act of 1934. These rules outline, among other things, antifraud provisions concerning the return of funds to subscribers and the transmission of proceeds of an offering to a seller. Item 5. Use of Proceeds to Issuer State the principal purposes for which the net proceeds to the issuer from the securities to be offered are intended to be used, and the approximate amount intended to be used for each such purpose. Instructions: 1. If any substantial portion of the proceeds has not been allocated for particular purposes, a statement to that effect shall be made together with a statement of the amount of proceeds not so allocated and how the registrant expects to employ such funds not so allocated. 2. Include a statement as to the use of the actual proceeds if they are not sufficient to accomplish the purpose set forth and the order of priority in which they will be applied. However, such statement need not be made if the underwriting arrangements are such that, if any securities are sold to the public, it can be reasonably expected that the actual proceeds of the issue will not be substantially less than the estimated aggregate proceeds to the issuer as shown under Item 2. 3. If any material amounts of other funds are to be used in conjunction with the proceeds, state the amounts and sources of such other funds. 4. If any material part of the proceeds is to be used to discharge indebtedness, describe the terms of such indebtedness. If the indebtedness to be discharged was incurred within one year, describe the use of the proceeds of such indebtedness. 5. If any material amount of the proceeds is to be used to acquire assets, otherwise than in the ordinary course of business, briefly describe and state the cost of the assets. If the assets are to be acquired from affiliates of the issuer or their associates, give the names of the persons from whom they are to be acquired and set forth the principle followed in determining the cost to the issuer. 6. The issuer may reserve the right to change the use of proceeds provided that such reservation is due to certain contingencies which are adequately disclosed. Item 6. Description of Business Item 7. (a) Narrative description of business. (1) Describe the business done and intended to be done by the issuer and its subsidiaries and the general development of the business during the past five years or such shorter period as the issuer may have been in business. Such description should include, but not be limited to, a discussion of the following factors if such factors are material to an understanding of the issuer's business: (a) The principal products produced and services rendered and the principal markets for and method of distribution of such products and services. (b) The status of a product or service if the issuer has made public information about a new product or service which would require the investment of a material amount of the assets of the issuer or is otherwise material. (c) The estimated amount spent during each of the last two fiscal years on company-sponsored research (d) The number of persons employed by the issuer, indicating the number employed full time. (2) The issuer should also describe those distinctive or special characteristics of the issuer's operation or indus- (a) Describe, if formulated, the issuer's plan of operation for the twelve months following the commencement of the proposed offering. If such information is not available, the reasons for its unavailability shall be stated. Disclosure relating to any plan should include, among other things, a statement indicating whether, in the issuer's opinion, the proceeds from the offering will satisfy its cash requirements and whether, in the next six months, it will be necessary to raise additional funds. (b) Any engineering, management or similar reports which have been prepared or provided for external use by the issuer or by a principal underwriter in connection with the proposed offering should be furnished to the Commission at the time of filing the offering statement or as soon as practicable thereafter. There should also be furnished at the same time a statement as to the actual or proposed use and distribution of such report or memorandum. Such statement should identify each class of persons who have received or will receive the report or memorandum, and state the number of copies distributed to each such class. If no such report or memorandum has been prepared, the Division should be so informed in writing at the time the report or memorandum would otherwise have been submitted. (b) Segment Data. If the issuer is required to include segment information in its financial statements, an appropriate cross-reference shall be included in the description of business. Description of Property State briefly the location and general character of the principal plants, and other materially important physical properties of the issuer and its subsidiaries. If any such property is not held in fee or is held subject to any major encumbrance, so state and briefly describe how held. |