Page images

Instruction: What is required is information essential to an investor's appraisal of the securities being offered. Such information should be furnished as will reasonably inform investors as to the suitability, adequacy, productive capacity and extent of utilization of the facilities used in the enterprise. Detailed descriptions of the physical characteristics of individual properties or legal descriptions by metes and bounds are not required and should not be given.

Item 8. Directors, Executive Officers and Significant Employees

(a) List the names and ages of each of the following persons stating his term of office and any periods during which

he has served as such and briefly describe any arrangement or understanding between him and any other per-
son(s) (naming such person(s)) pursuant to which he was or is to be selected to his office or position:
(1) directors;
(2) persons nominated or chosen to become directors;
(3) executive officers;
(4) persons chosen to become executive officers;
(5) significant employees.
Instructions: 1. No nominee or person chosen to become a director or person chosen to be an executive officer
who has not consented to act as such should be named in response to this item.

2. The term "executive officer” means the president, secretary, treasurer, any vice-president in charge of a principal business function (such as sales, administration, or finance) and any other person who performs similar policy making functions for the issuer.

3. The term “significant employee" means persons such as production managers, sales managers, or research scientists, who are not executive officers, but who make or are expected to make significant contributions to the business of the issuer.

(b) Family relationships. State the nature of any family relationship between any director, executive officer, person

nominated or chosen by the issuer to become a director or executive officer or any significant employee.

Instruction: The term “family relationship" means any relationship by blood, marriage, or adoption, not more remote than first cousin.

(c) Business experience. Give a brief account of the business experience during the past five years of each director,

person nominated or chosen to become a director or executive officer, and each significant employee, including his principal occupations and employment during that period and the name and principal business of any corporation or other organization in which such occupations and employment were carried on. When an executive officer or significant employee has been employed by the issuer for less than five years, a brief explanation should be included as to the nature of the responsibilities undertaken by the individual in prior positions to provide adequate disclosure of his prior business experience. What is required is information relating to the level of his professional competence which may include, depending upon the circumstances, such specific information as

the size of the operation supervised.
(d) Involvement in certain legal proceedings. Describe any of the following events which occurred during the past

five years and which are material to an evaluation of the ability or integrity of any director, person nominated
to become a director or executive officer of the issuer.
(1) A petition under the Bankruptcy Act or any State insolvency law was filed by or against, or a receiver,

fiscal agent or similar officer was appointed by a court for the business or property of such person, or any
partnership in which he was general partner at or within 2 years before the time of such filing, or any corpo-
ration or business association of which he was an executive officer at or within two years before the time

of such filing; (2) Such person was convicted in a criminal proceeding (excluding traffic violations and other minor offenses).

[blocks in formation]

(a) Furnish, in substantially the tabular form indicated, the aggregate annual remuneration of each of the three highest Instruction: 1. In case of remuneration paid or to be paid otherwise than in cash, if it is impracticable to determine the cash value thereof, state in a note to the table the nature and amount thereof. 2. This item is to be

paid persons who are officers or directors as a group during the issuer's last fiscal year. State the number of persons in the group referred to above without naming them.

Name of individuul or

identity of group

Capacities in which remuneration was received

Aggregate remuneration

answered on an accrual basis if practicable; if not so answered, state the basis used. (b) Briefly describe all remuneration payments proposed to be made in the future pursuant to any ongoing plan

or arrangement to the individuals and group specified in Item 9(a). The description should include a summary of how each plan operates, any performance formula or measure in effect (or the criteria used to determine payment amounts), the time periods over which the measurements of benefits will be determined, payment schedules, and any recent material amendments to the plan. Information need not be furnished with respect to any group life, health, hospitalization, or medical reimbursement plans which do not discriminate in scope, terms or operation in favor of officers or directors of the registrant and which are available generally to all salaried employees.

Item 10. Security Ownership of Management and Certain Security-Holders

(a) Voting securities and principal holders thereof.

Furnish the following information, in substantially the tabular form indicated, with respect to voting securities held of record by: (1) each of the three highest paid persons who are officers and directors of the issuer; Note In the event

none of the issuer's officers or directors have received a salary in the past twelve months, this item should

be responded to for every officer and director; (2) all officers and directors as a group; (3) each shareholder who owns more than 10% of any class of the issuer's securities, including those shares

subject to outstanding options.

Title of class

Name and address

of owner

Amount owned
before the offering

(4) Amount owned after the offering

(5) Percent of class

Instruction: Column (4) need not be responded to if the information would be the same as that appearing under column (3).

(b) If, to the knowledge of the issuer, any other person holds or shares the power to vote or direct the voting of

securities described pursuant to subsection (a) above, appropriate disclosure should be made. In addition, if any person other than those named pursuant to subsection (a) holds or shares the power to vote 10% or more of

the issuer's voting securities, the information required by the table should be provided with respect to such person. (c) Non-voting securities and principal holders thereof. Furnish the same information as required in subsection (a)

above with respect to securities that are not entitled to vote. (d) Options, warrants and rights. Furnish the information required by the table as to options, warrants or rights

to purchase securities from the issuer or any of its subsidiaries held by each of the individuals and referred to in subsection (a) above:

Name of holder

Exercise price

Date of exercise

Title and amount of securities called for by options, warrants or rights

Instruction: Where the total market value of securities called for by all outstanding options, warrants or rights does not exceed $10,000 for any officer, director, or principal shareholder named in answer to this item, or $50,000 for all officers and directors as a group, this item need not be answered with respect to options, warrants or rights held by such person or group. If the issuer cannot ascertain the market value of its securities, the offering price may be used for purposes of this subsection. If, as is the case with offerings of debt securities, the offering price cannot be determined at the time of filing the offering statement, the issuer may utilize any reasonable method of valuation.

(e) List all parents of the issuer, showing the basis of control and as to each parent the percentage of voting securi

ties owned or other basis of control by its immediate parent, if any.

Item 11. Interest of Management and Others in Certain Transactions

Describe briefly any transactions during the previous two years or any presently proposed transactions, to which the issuer or any of its subsidiaries was or is to be party, in which any of the following persons had or is to have a direct or indirect material interest, naming such person and stating his relationship to the issuer, the nature of his interest in the transaction and, where practicable, the amount of such interest;

(1) any director or officer of the issuer;
(2) Any nominee for election as a director;
(3) Any principal security holder named in answer to Item 10(a);
(4) If the issuer was incorporated or organized within the past three years, any promoter of the issuer;
(5) Any relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house

as such person or who is a director or officer of any parent or subsidiary of the issuer. Instruction: 1. No information need be given in answer to this item as to any transaction where: (a) The rates of charges involved in the transaction are determined by competitive bids, or the transaction involves the

rendering of services as a common or contract carrier fixed in conformity with law or governmental authority; (b) The transaction involves services as a bank depositary of funds, transfer agent, registrar, trustee under a trust inden

ture, or similar services; (c) The amount involved in the transaction or a series of similar transactions, including all periodic installments in the

case if any lease or other agreement providing for periodic payments or installments does not exceed $50,000; or (d) The interest of the specified person arises solely from the ownership of securities of the issuer and the specified person

receives no extra or special benefit not shared on a pro-rata basis by all of the holders of securities of the class. 2. It should be noted that this Item calls for disclosure of indirect as well as direct material interests in transactions. A person who has a position or relationship with a firm, corporation, or other entity which engages in a transaction with the issuer or its subsidiaries may have an indirect interest in such transaction by reason of such position or relationship. However, a person shall be deemed not to have a material indirect interest in a transaction within the meaning of this Item where: (a) the interest arises only (i) from such person's position as a director of another corporation or organization (other

than a partnership) which is a party to the transaction, or (ii) from the direct or indirect ownership by such person and all other persons specified in subparagraphs (1) through (5) above, in the aggregate, of less than a 10 percent equity interest in another person (other than a partnership) which is a party to the transaction, or (iii) from both such

position and ownership; (b) the interest arises only from such person's position as a limited partner in a partnership in which he and all other

persons specified in (1) through (5) above had an interest of less than 10 percent; or (c) the interest of such person arises solely from the holding of an equity interest (including a limited partnership interest

but excluding a general partnership interest) or a creditor interest in another person which is a party to the transaction

with the issuer or any of its subsidiaries and the transaction is not material to such other person. 3. Include the name of each person whose interest in any transaction is described and the nature of the relationships by reason of which such interest is required to be described. The amount of the interest of any specified person shall be computed without regard to the amount of the profit or loss involved in the transaction. Where it is not practicable to state the approximate amount of the interest, the approximate amount involved in the transaction shall be disclosed.

4. Information should be included as to any material underwriting discounts and commissions upon the sale of securities by the issuer where any of the specified persons was or is to be a principal underwriter or is a controlling person, or member, of a firm which was or is to be a principal underwriter. Information need not be given concerning ordinary management fees paid by underwriters to a managing underwriter pursuant to an agreement among underwriters the parties to which do not include the issuer or its subsidiaries.

5. As to any transaction involving the purchase or sale of assets by or to any issuer or any subsidiary, otherwise than in the ordinary course of business, state the cost of the assets to the purchaser and, if acquired by the seller within two years prior to the transaction, the cost thereof to the seller.

6. Information shall be furnished in answer to this item with respect to transactions not excluded above which involve remuneration from the issuer or its subsidiaries, directly or indirectly, to any of the specified persons for services in any capacity unless the interest of such persons arises solely from the ownership individually and in the aggregate of less than 10 percent of any class of equity securities of another corporation furnishing the services to the issuer or its subsidiaries.

Item 12. Securities Being Offered

(a) If capital stock is being offered, state the title of the class and furnish the following information:
(1) Outline briefly: (i) dividend rights; (ii) voting rights; (iii) liquidation rights; (iv) preemptive rights; (v) con-

version rights; (vi) redemption provisions; (vii) sinking fund provisions; and (viii) liability to further calls
or to assessment by the issuer.

(2) Briefly describe potential liabilities imposed on shareholders under state statutes or 'foreign law, e.g., to

laborers, servants or employees of the registrant, unless such disclosure would be immaterial because the

financial resources of the registrant are such as to make it unlikely that the liability will ever be imposed. (b) If debt securities are being offered, outline briefly the following: (1) Provisions with respect to interest, conversion, maturity, redemption, amortization, sinking fund or

retirement. (2) Provisions with respect to the kind and priority of any lien securing the issue, together with a brief identifi

cation of the principal properties subject to such lien. (3) Provisions restricting the declaration of dividends or requiring the maintenance of any ratio of assets, the

creation or maintenance of reserves or the maintenance of properties. (4) Provisions permitting or restricting the issuance of additional securities, the withdrawal of cash deposited

against such issuance, the incurring of additional debt, the release or substitution of assets securing the is

sue, the modification of the terms of the security, and similar provisions. Instruction: In the case of secured debt there should be stated (i) the approximate amount of unbonded property available for use against the issuance of bonds, as of the most recent practicable date, and (ii) whether the securi

ties being issued are to be issued against such property, against the deposit of cash, or otherwise.
(c) If securities described are to be offered pursuant to warrants, rights, or convertible securities, state briefly:

(1) the amount of securities called for by such warrants, convertible securities or rights;
(2) the period during which and the price at which the warrants, convertible securities or rights are exercisable;
(3) the amounts of warrants, convertible securities or rights outstanding; and

(4) any other material terms of such securities.
(d) In the case of any other kind of securities, appropriate information of a comparable character.

Item 13. Financial Statements

Furnish the following financial statements of the issuer, or of the issuer and its predecessors, prepared in accordance with generally accepted accounting principles and practices in the United States or, in the case of a Canadian company, a reconciliation to such shall U.S. GAAP shall be filed as part of the financial statements. The statements required for the issuer's latest fiscal year shall be certified by an independent public accountant or certified public accountant in accordance with Regulation S-X if the issuer has filed or is required to file with the Commission certified financial statements for such fiscal year; the statements filed for the period or periods preceding such latest year need not be certified. If audited financial statements are filed by an issuer which is not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934 such audited financial statements need not comply with the requirements of Regulation S-X, except the qualifications and reports of an independent accountant shall comply with the requirements of Article 2 of Regulation S-X

(a) A balance sheet shall be furnished as of a date within 90 days prior to the filing of an offering statement or

such longer period of time, not exceeding six months, as the Commission may permit at the written request of the issuer upon a showing of good cause therefor. For filings made after 90 days subsequent to the end of the

issuer's most recent fiscal year the filings shall include a balance sheet as of the end of such recent fiscal year. (b) Statements of income, statements of changes in financial conditions, and statements of other stockholders' equi

ty for each of the two fiscal years preceding the date of the most recent balance sheet being filed and for the interim period, if any, between the end of the most recent of such fiscal years and the date of the most recent balance sheet being filed, or for the period of the issuer's existence if less than the period specified above.

If an unaudited income statement for an interim period is filed, a statement shall be made that in the opinion of management all adjustments necessary for a fair statement of the results for the interim period have been included. If all such adjustments are of a normal recurring nature, a statement to that effect shall be made; otherwise there shall be furnished as supplementary information, but not as a part of the offering statement, a letter describing in detail the nature and amount of any adjustments other than normal recurring adjustments

entering into the determination of the results shown. (c) Past succession to other businesses. (1) If, during the period for which its income statements are required, the issuer has by purchase or by pooling

of interests succeeded to one or more businesses which in the aggregate would meet the test for significant subsidiary ((C)(2) below), the additions, eliminations and other changes effected in the succession shall be appropriately set forth in a note or supporting schedule to the balance sheet being filed, and, if a purchase has been effected during the most recent fiscal year or in a subsequent period, pro forma statements of

income reflecting the combined operations of the entities shall be furnished in columnar form for the latest
fiscal year and any interim periods. In addition, furnish income statements, separate or combined as ap-
propriate, for such business or businesses for such period prior to the purchase as may be necessary when
added to the time, if any, for which income statements after the purchase are filed to cover the same period
for which income statements of the issuer are required in Item (b) above.
Note: This subsection (c)(1) shall not apply with respect to the issuer's succession to the business of any
totally held subsidiary or to the succession of one or more businesses which, considered in the aggregate,

would not meet the test of a significant subsidiary.
(2) The term “significant subsidiary” means (a) a subsidiary or (b) a subsidiary and its subsidiaries which meet

any of the conditions described below based on (i) the most recent annual financial statements, including consolidated financial statements, of such subsidiary which would be required to be filed if such subsidiary were an issuer and (ii) the most recent annual consolidated financial statements of the issuer being filed: 1. the parent's and its other subsidiaries' investments in and advances to, or their proportionate share (based

on their equity interests) of the total assets (after intercompany elimination) of, the subsidiary exceed

10 percent of the total assets of the parent and its consolidated subsidiaries. 2. the parent's and its other subsidiaries' proportionate share (based on their equity interests) of the total

sales and revenues (after intercompany eliminations) of the subsidiary exceeds 10 percent of the total

sales and revenues of the parent and its consolidated subsidiaries. 3. the parents' and its other subsidiaries' equity in the income before income taxes and extraordinary items

of the subsidiary exceeds 10 percent of such income of the parent and its consolidated subsidiaries, provided, that if such income of the parent and its consolidated subsidiaries is at least 10 percent lower than the average of such income for the last five fiscal years such average income may be substituted in the determination.

(d) Future successions to other businesses.
(1) If, after the date of the most recent balance sheet filed pursuant to paragraph (a) above, the issuer by pur-

chase or by pooling of interests succeeded or is about to succeed to one or more businesses or acquired
or is about to acquire an investment in a business the investment in which is required to be accounted for
by the equity method, there shall be filed for such business financial statements, combined if appropriate,
which would be required if they were the issuer. In addition, to reflect the succession to any businesses,
there shall be filed in columnar form (i) a balance sheet of the issuer, (ii) the balance sheets of the consti-
tuent businesses, (iii) the changes to be effected in the succession, and (iv) the pro forma balance sheet of
the issuer giving effect to the plan of succession. There shall also be filed pro forma statements of income
in columnar form for the periods for which the results of operations of the acquired business would have
been included in the issuer's income statement for a pooling of interests or would have been presented on
a pro forma basis for a purchase had succession occurred on the date of the latest balance sheet filed. By

a note to the financial statements, or otherwise, a brief explanation of the changes shall be given. (2) The acquisition of securities shall be deemed to be the acquisition of a business if such securities give control

of the business or combined with securities already held give such control. (3) No financial statements need be filed, however, for any business acquired or to be acquired, or for any

business in which an investment acquired or to be acquired is required to be accounted for by the equity method, from a totally held subsidiary. In addition, the statements of any one or more such businesses may be omitted if the businesses, considered in the aggregate, would not meet the test of a significant subsidiary as defined above.


Item 1. Index to Exhibits

(a) An index to the exhibits filed should be presented immediately following the cover page of Part III.
(b) Each exhibit should be listed in the exhibit index according to the number assigned to it under Item 2.
(c) The index to exhibits should identify the location of the exhibit under the sequential numbering system.
(d) Where exhibits are incorporated by reference, the reference shall be made in the index to exhibits.

Instructions: (1) Any document or part thereof filed with the Commission pursuant to any Act administered
by the Commission may, subject to the limitations of Rule 24 of the Commission's Rules of Practice, be incorpo-
rated by reference as an exhibit to any offering statement. (2) If any modification has occurred in the text of

« PreviousContinue »