Page images
PDF
EPUB

Item 5. Determination of Offering Price.

Furnish the information required by Item 505 of Regulation S-K (17 CFR 229.505).

Item 6. Dilution.

Furnish the information required by Item 506 of Regulation S-K (17 CFR 229.506).

Item 7. Selling Security Holders.

Furnish the information required by Item 507 of Regulation S-K (17 CFR 229.507).

Item 8. Plan of Distribution.

Furnish the information required by Item 508 of Regulation S-K [17 CFR 229.508), except the information specified in Item 508(c)(1), (3), and (d).

Item 9. Legal Proceedings.

Furnish the information required by Item 103 of Regulation S-K [17 CFR 229.103).

Item 10. Directors and Executive Officers.

Furnish the information required by Item 401 of Regulation S-K [17 CFR 229.401).

Item 11. Security Ownership of Certain Beneficial Owners and Management.

Furnish the information required by Item 403 of Regulation S-K (17 CFR 229.403).

Item 12. Description of the Securities To Be Registered.

Furnish the information required by Item 202 of Regulation S-K (17 CFR 229.202).

Item 13. Interest of Named Experts and Counsel.

Furnish the information required by Item 509 of Regulation S-K (17 CFR 229.509).

Item 14. Statement as to Indemnification.

Furnish the information required by Item 510 of Regulation S-K (17 CFR 229.510).

Item 15. Organization Within Five Years.

If the registrant was organized within the past five years, furnish the following information:
(a) State the names of the promoters, the nature and amount of anything of value (including money, property, con-

tracts, options or rights of any kind) received or to be received by each promoter directly or indirectly from
the registrant, and the nature and amount of any assets, services or other consideration therefor received or to

be received by the registrant. The term “promoter" is defined in Rule 405 under the Act. (b) As to any assets acquired or to be acquired by the registrant from a promoter, state the amount at which ac

quired or to be acquired and the principal followed or to be followed in determining the amount. Identify the persons making the determination and state their relationship, if any, with the registrant or any promoter. If the assets were acquired by the promoter within two years prior to their transfer to the registrant, state the cost

thereof to the promoter.
(c) List all parents of the registrant showing the basis of control and as to each parent, the percentage of voting

securities owned or other basis of control by its immediate parent if any.
Instruction. Include the registrant and show the percentage of its voting securities owned or other basis of con-
trol by its immediate parent.

82

Item 16. Description of Business.

(a) General development of business. Describe the general development of the business of the registrant, its subsidi

aries and any predecessor(s) during the past five years, or such shorter period as the registrant may have been engaged in business. Information shall be disclosed for earlier periods if material to an understanding of the general development of the business.

(1) In describing developments, information shall be given as to matters such as the following: the year in which

the registrant was organized and its form of organization; the nature and results of any bankruptcy, receivership or similar proceedings with respect to the registrant or any of its significant subsidiaries; the nature and results of any other material reclassification, merger or consolidation of the registrant or any of its significant subsidiaries; the acquisition or disposition of any material amount of assets otherwise than in the ordinary course

of business; and any material changes in the mode of conducting the business. Instruction: The following requirement in paragraph (2) applies only to registrants (including predecessors) which have not received revenue from operations during each of the three fiscal years immediately prior to the filing of the registration statement.

(2) Describe, if formulated, the registrant's plan of operation for the remainder of the fiscal year, if the registra

tion statement is filed prior to the end of the registrant's second fiscal quarter. Describe, if formulated, the
registrant's plan of operation for the remainder of the fiscal year and for the first six months of the next
fiscal year if the registration statement is filed subsequent to the end of the second fiscal quarter. If such
information is not available, the reasons for its not being available shall be stated. Disclosure relating to
any plan should include such matters as:
(i) A statement in narrative form indicating the registrant's opinion as to the period of time that the pro-

ceeds from the offering will satisfy cash requirements and whether in the next six months it will be
necessary to raise additional funds to meet the expenditures required for operating the business of the
registrant. The specific reasons for such opinion shall be set forth and categories of expenditures and
sources of cash resources shall be identified; however, amounts of expenditure and cash resources need
not be provided. In addition, if the narrative statement is based on a cash budget, such budget should
be furnished to the Commission as supplemental information, but not as a part of the registration
statement.

(ii) An explanation of material product research and development to be performed during the period co

vered in the plan.
(iii) Any anticipated material acquisition of plant and equipment and the capacity thereof.
(iv) Any anticipated material changes in number of employees in the various departments such as research

and development production, sales or administration.
(v) Other material areas which may be peculiar to the registrant's business.

(b) Narrative description of business.
(1) Describe the business done and intended to be done by the registrant and its subsidiaries. Such description

should include, if material to an understanding of the registrant's business, a discussion of:
(a) the principal products produced and services rendered and the principal markets for and methods 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 registrant or is otherwise material.

(c) the estimated amount spent during each of the last two fiscal years on company-sponsored research

and development activities determined in accordance with generally accepted accounting principles. In addition, state the estimated dollar amount spent during each of such years on material customersponsored research activities relating to the development of new products, services or techniques or

the improvement of existing products, services or techniques. (d) the number of persons employed by the registrant indicating the number employed full time.

83

(e) the material effects that compliance with Federal, State and local provisions which have been enacted

or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, may have upon the capital expenditures, earnings and competitive position of the registrant and its subsidiaries. The registrant shall disclose any material estimated capital expenditures for environmental control facilities for the remainder of its current fiscal year and for such

further periods as the registrant may deem material. (2) The registrant should also describe those distinctive or special characteristics of the registrant's operations

or industry which may have a material impact upon the registrant's future financial performance. Examples of factors which might be discussed include dependence on one or a few major customers or suppliers (including suppliers of raw materials or financing), existing or probable governmental regulation, expiration of material labor contracts or patents, trademarks, licenses, franchises, concessions or royalty agreements, unusual competitive conditions in the industry, cyclicality of the industry and anticipated raw material or

energy shortages to the extent management may not be able to secure a continuing source of supply. (c) Segment data. If the registrant is required to include segment information in its financial statements, such infor

mation may be disclosed in the description of business or in the financial statements. If such information is included in the financial statements, an appropriate cross reference shall be included in the description of business.

Item 17. Description of Property.

State briefly the location and general character of the principal plants, and other materially important physical properties
of the registrant and its subsidiaries. If any such property is not held in fee or is held subject to any major encum-
brance, so state and briefly describe how held.
Instruction: What is required is information essential to an investor's appraisal of the securities being registered.
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 charac-
teristics of individual properties or legal descriptions by metes and bounds are not required and should not be given.

Item 17A. Description of Property--Issuers Engaged or to be Engaged in Significant Mining Operations.

(a) Definitions: The following definitions apply to registrants engaged or to be engaged in significant mining oper

ations:

(1) Reserve: That part of a mineral deposit which could be economically and legally extracted or produced at

the time of the reserve determination. Note: Reserves are customarily stated in terms of "ore" when dealing with metalliferous minerals; when other materials such as coal, oil shale, tar sands, limestone, etc. are in

volved, an appropriate term such as “recoverable coal” may be substituted. (2) Proven (Measured) Reserves: Reserves for which (a) quantity is computed from dimensions revealed in out

crops, trenches, workings, or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic

character is so well-defined that size, shape, depth, and mineral content of reserves are well-established. (3) Probable (Indicated) Reserves: Reserves for which quantity and grade and/or quality are computed from

information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.

(4) (i) Exploration Stage - includes all issuers engaged in the search for mineral deposits (reserves) which are

not in either the development or production stage. (ii) Development Stage-includes all issuers engaged in the preparation of an established commercially

mineable deposit (reserves) for its extraction which are not in the production stage. (iii) Production Stage - includes all issuers engaged in the exploitation of a mineral deposit (reserve). Instruction: Mining companies in the exploration stage should not refer to themselves as development stage companies in the financial statements, even though such companies should comply with FASB Statement

No. 7, if applicable. (b) Mining Operations Disclosure --- Furnish the following information as to each of the mines, plants and other

significant properties owned or operated, or presently intended to be owned or operated, by the registrant:

84

(1) The location of and means of access to the property. (2) A brief description of the title, claim, lease or option under which the registrant and its subsidiaries have

or will have the right to hold or operate the property, indicating any conditions which the registrant must meet in order to obtain or retain the property. If held by leases or options, the expiration dates of such leases or options should be stated. Appropriate maps may be used to portray the locations of significant

properties. (3) A brief history of previous operations, including the names of previous operators, insofar as known. (4) (a) A brief description of the present condition of the property, the work completed by the registrant on

the property, the registrant's proposed program of exploration and development, and the current state of exploration and/or development of the property. Mines should be identified as either open-pit or underground. If the property is without known reserves and the proposed program is exploratory in

nature, a statement to that effect shall be made. (b) The age, details as to modernization and physical condition of the plant and equipment, including sub

surface improvements and equipment. Further, the total cost for each property and its associated plant and equipment should be stated. The source of power utilized with respect to each property should also be disclosed.

(5) A brief description of the rock formations and mineralization of existing or potential economic significance

on the property, including the identity of the principal metallic or other constituents insofar as known. If proven (measured) or probable (indicated) reserves have been established, state (i) the estimated tonnages and grades (or quality, where appropriate) of such classes of reserves, and (ii) the name of the person mak

ing the estimates and the nature of his relationship to the registrant. Instructions: 1. It should be stated whether the reserve estimate is of in-place material or of recoverable material. Any

in-place estimate should be qualified to show the anticipated losses resulting from mining methods and

beneficiation or preparation. 2.

The summation of proven (measured) and probable (indicated) ore reserves is acceptable if the differ

ence in degree of assurance between the two classes of reserves cannot be reliably defined. 3. Estimates other than proven (measured) or probable (indicated) reserves, and any estimated values of

such reserves shall not be disclosed unless such information is required to be disclosed by foreign or state law; provided, however, that where such estimates previously have been provided to a person (or any of its affiliates) that is offering to acquire, merge, or consolidate with, the registrant or other

wise to acquire the registrant's securities, such estimates may be included. (6) If technical terms relating to geology, mining or related matters whose definitions cannot be readily found

in conventional dictionaries (as opposed to technical dictionaries or glossaries) are used, an appropriate glossary

should be included in the registration statement. (7) Detailed geologic maps and reports, feasibility studies and other highly technical data should not be includ

ed in the registration statement but should be, to the degree appropriate and necessary for the Commission's understanding of the registrant's presentation of business and property matters, furnished as supplemental information.

(c) Supplemental Information:

(1) If an estimate of proven (measured) or probable (indicated) reserves is set forth in the registration statement,

furnish:

(i) maps drawn to scale showing any mine workings and the outlines of reserve blocks involved-together

with the pertinent sample-assay thereon, (ii) all pertinent drill data and related maps, (iii) the calculations whereby the basic sample-assay or drill data were translated into the estimates made

of the grade and tonnage of reserves in each block and in the complete reserve estimate. Instructions: Maps and other drawings submitted to the staff should include: 1. A legend or explanation showing, by means of pattern or symbol, every pattern or symbol used on

the map or drawing; the use of the symbols used by the U.S. Geological Survey is encouraged;

85

2.

3.

4.

A graphical bar scale should be included; additional representations of scale such as “one inch equals
one mile” may be utilized provided the original scale of the map has not been altered;
A north arrow on maps;
An index map showing where the property is situated in relationship to the state or province, etc., in
which it was located;
A title of the map or drawing and the date on which it was drawn;
In the event interpretive data is submitted in conjunction with any map, the identity of the geologist
or engineer that prepared such data;
Any drawing should be simple enough or of sufficiently large scale to clearly show all features on the
drawing.

5.

6.

7.

(2) Furnish a complete copy of every material engineering, geological or metalurgical report concerning the regis

trant's property, including governmental reports, which are known and available to the registrant. Every such report should include the name of its author and the date of its preparation, if known to the registrant. Any of the above-required reports as to which the staff has access need not be submitted. In this regard, issuers should consult with the staff prior to filing the registration statement. Any reports not submitted should be identified in a list furnished to the staff. This list should also identify any known governmental reports concerning the registrant's property.

(3) Furnish copies of all documents such as title documents, operating permits and easements needed to support

representations made in the registration statement.

Item 17B. Supplementary Financial Information about Oil and Gas Producing Activities.

Registrants engaged in oil and gas producing activities shall follow the disclosure standards specified in paragraph (c) of Item 302 of Regulation S-K (17 CFR 229.302) with respect to such activities.

Item 18. 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 registrant or any of its subsidiaries was or is to be a 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 executive officer of the issuer;
(2) Any nominee for election as a director;
(3) Any security holder named in answer to Item 11; or
(4) Any member of the immediate family of any of the foregoing persons.
Instructions:
1. See Instruction 2 to Item 20(a)(i). No information need be given in response to this Item as to any remuneration

or other transaction reported in response to Item 20 or specifically excluded froin Item 20.
2. No information need be given in answer to this Item as to any transaction where:
(a) the rates or charges involved in the transaction are determined by competitive bids, or the transaction in-

volves the rendering of services as a common or contract carrier, or public utility, at rates or charges 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

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

in the case of any lease or other agreement providing for periodic payments or installments, does not exceed $60,000; or

86

« PreviousContinue »