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 concerning manual signatures and to Item 601 of Regulation S-K concerning signatures pursuant to powers of attorney. INSTRUCTIONS AS TO SUMMARY PROSPECTUSES 1. A summary prospectus used pursuant to Rule 431 (§230.431 of this chapter), 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; (b) As to Item 4, a brief statement of the principal purposes for which the proceeds are to be used; (c) As to Item 7, a statement as to the amount of the offering, if any, to be made for the account of security holders; (d) As to Item 8, 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; if any securities to be registered are to be offered otherwise than through underwriters, a brief statement as to the manner of distribution; and, if securities are to be offered otherwise than for cash, a brief statement as to the general purposes of the distribution, the basis upon which the securities are to be offered, the amount of compensation and other expenses of distribution, and by whom they are to be borne; (e) As to Item 9, a brief statement as to dividend rights, voting rights, conversion rights, interest, maturity; (f) As to Item 11, a brief statement of the general character of the business done and intended to be done, the selected financial data (Item 301 of Regulation S-K (§229.301 of this chapter)) and a brief statement of the nature and present status of any material pending legal proceedings; and (g) A tabular presentation of notes payable, long term debt, deferred credits, minority interests, if material, and the equity section of the latest balance sheet filed, as may be appropriate. 2. The summary prospectus shall not contain a summary or condensation of any other required financial information except as provided above. Where securities being registered are to be offered in exchange for securities of any other issuer, the summary prospectus also shall contain that information as to Items 9 and 11 specified in paragraphs (e) and (f) above which would be required if the securities of such other issuer were registered on this Form. 4. 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. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-18 OMB APPROVAL 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) (Address of principal place of business or intended principal place of business) (Name, address, including zip code, and telephone number, including area code, of agent for service) The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.* *Inclusion of this paragraph is optional. See Rule 473. (Each page of this document, including exhibits and attachments, shall be numbered sequentially from this page, as page 1, through the last page of the document.) II. A. This form is to be used for the registration of securities not to exceed an aggregate offering price of $7.5 million which are to be sold for cash, installments for cash and/or cash assessments and assumptions by partners of partnership debt, by the registrant, or for the account of security holders in accordance with paragraph B, provided such registrant: (1) Is organized under the laws of the United States or Canada or any State or Province thereof, and has or proposes to have its principal business operations in the United States, if a domestic issuer, or Canada or the United States if a Canadian issuer; (2) Is not subject to the reporting provisions of the Securities Exchange Act of 1934 pursuant to Section 12 or 15(d) of that Act; (3) Is not an investment company; (4) Is not an insurance company which is exempt from the provisions of Section 12 of the Securities Exchange Act of 1934 in reliance upon Section 12(g)(2)(G) thereof; and (5) Is not a majority owned subsidiary of a registrant which does not meet the qualifications for use of the form, as specified herein. B. This form may be used for the registration of securities to be sold for the account of any person other than the registrant, provided: (i) the aggregate offering price of such securities by any such persons does not exceed $1.5 million and (ii) the aggregate offering price of such securities together with the aggregate offering price of any securities to be sold by the registrant does not exceed $7.5 million. C. For purposes of computing the $7.5 million ceiling specified above, there shall be included in the aggregate offering price of the securities registered herein, the aggregate offering price of all securities sold: (i) by the registrant within one year prior to the commencement of the proposed offering in violation of Section 5(a) of the Securities Act; (ii) by the registrant within one year prior to the commencement of the proposed offering pursuant to a registration statement filed on Form S-18; and (iii) which would be deemed integrated with the proposed offering. (See Securities Act Release No. 4552 (November 6, 1962) [27 FR 11316].) In computing the $7.5 million ceiling amount, the aggregate price of all securities sold which fall in more than one of the above-described categories need be counted only once. D. Notwithstanding the provisions of paragraph (A)(2), a registrant which has had a prior offering on Form S-18 may, during the remainder of the fiscal year in which the prior registration statement was made effective, use the form to register additional securities until the offering limit as computed in paragraph C has been met. Place of Filing A. At the election of the registrant, all registration statements on Form S-18 and related papers filed with the Commission should be filed either at its principal office in Washington, D.C. or in the Regional Office for the region in which the registrant's principal business operations are conducted, or are proposed to be conducted; Provided, however, that if the registrant's principal business operations are conducted or are proposed to be conducted in the region covered by the Philadelphia Regional Office, the registration statement may be filed either with the Atlanta or the New York Regional Office. The registration statement of any registrant having or proposing to have its principal business operations in Canada may file with the Regional Office nearest the place where the registrant's principal business operations are conducted, or are proposed to be conducted; Provided, however, that if the offering is to be made through a principal underwriter located in the United States, the registration statement may be filed with the Regional Office for the region in which such underwriter has its principal office. 80 If the application of the previous sentence would require a filing with the Philadelphia Regional Office, such filing may be made with the Atlanta or the New York Regional Office. B. The Commission will endeavor to process From S-18 registration statements at the place of filing. However, due to workload or other special consideration, the Commission may refer processing to a different Commission office. C. All post-effective amendments to the Form S-18 registration statement shall be filed in the office where the corresponding Form S-18 registration statement was declared effective. A. Attention is directed to the General Rules and Regulations under the Act, particularly those comprising Regulation C [17 CFR 230.400 to 230.494], which contains general requirements regarding the preparation and filing of a registration statement. B. Attention is directed to Rule 463 [17 CFR 230.463] and Form SR [17 CFR 239.61] which is required to be filed by first-time registrants under the Securities Act showing sales of registered securities and the use of proceeds therefrom. Form SR shall be filed at the same office where the registration statement was declared effective. C. Attention is directed to Regulation S-K [17 CFR 229.001 et seq.] relating to registration statement content. Where this form specifically references an item within that Regulation, the information need only be furnished to the extent appropriate. Special attention also is directed to paragraphs (b) and (c) of $229.10 of Regulation S-K which outline the Commission's policies on projections and securities ratings, respectively. D. Attention is directed to disclosure provisions set forth in the Industry Guides which are listed in §229.801 of Regulation S-K [17 CFR 229.801]. These Industry Guides represent Division practices with respect to the disclosure to be provided by the affected industries in registration statements. E. Attention is directed to Rule 15c2-8 [17 CFR 240.15c2-8] regarding prior delivery of preliminary prospectuses by registrants not subject to the reporting requirements of the Exchange Act. F. Attention is directed to From S-11 [17 CFR 239.18] which relates to the registration of securities of certain real estate companies, and particularly Item 13 [Investment Policies of Registrant], Item 14 [Description of Real Estate], and Item 15 [Operating Data] contained therein. To the extent that these items offer enhanced guide lines for disclosure by real estate entities, registrants engaged or to be engaged in real estate operations may wish to consider these items for use in a Form S-18 offering. PART I-INFORMATION REQUIRED IN PROSPECTUS Item 1. Forepart of the 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 [17 CFR 229.501]. Item 2. Inside Front and Outside Back Cover Pages of Prospectus. Set forth on the inside front cover page of the prospectus or, where permitted, on the outside back cover page, the information required by Item 502 of Regulation S-K [17 CFR 229.502]. Item 3. Summary Information and Risk Factors. Furnish the information required by Item 503(a), (b), and (c) of Regulation S-K [17 CFR 229.503(a), (b) and (c)]. Item 4. Use of Proceeds. Furnish the information required by Item 504 of Regulation S-K [17 CFR 229.504]. 81 |