Sec Form 1a Regulation A Offering Statement (Page 22 of 29) in pdf

interest confers management rights similar to a general partner interest) or a creditor interest in another person

that is a party to the transaction with the issuer or any of its subsidiaries and the transaction is not material to

the other person.

4. 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

speciﬁ ed person must 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 must be disclosed.

5. Information must 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 ﬁ rm 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.

6. 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 before the transaction, the cost to the seller.

7. Information must be included in answer to this item with respect to transactions not excluded above

which involve compensation from the issuer or its subsidiaries, directly or indirectly, to any of the speciﬁ ed per-

sons for services in any capacity unless the interest of such persons arises solely from the ownership individu-

ally and in the aggregate of less than 10 percent of any class of equity securities of another corporation furnish-

ing the services to the issuer or its subsidiaries.

(b) If any expert named in the offering statement as having prepared or certiﬁed any part of the offering state-

ment was employed for such purpose on a contingent basis or, at the time of such preparation or certiﬁ cation or

at any time thereafter, had a material interest in the issuer or any of its parents or subsidiaries or was connected

with the issuer or any of its subsidiaries as a promoter, underwriter, voting trustee, director, ofﬁcer or employee,

describe the nature of such contingent basis, interest or connection.

Item 14.

Securities Being Offered

(a) If capital stock is being offered, state the title of the class and furnish the following information regarding all

classes of capital stock outstanding:

(1) Outline brieﬂy: (i) dividend rights; (ii) voting rights; (iii) liquidation rights; (iv) preemptive rights;

(v) conversion rights; (vi) redemption provisions; (vii) sinking fund provisions; (viii) liability to further calls

or to assessment by the issuer; (ix) any classiﬁcation of the Board of Directors, and the impact of classiﬁcation

where cumulative voting is permitted or required; (x) restrictions on alienability of the securities being offered;

(xi) any provision discriminating against any existing or prospective holder of such securities as a result of such

securityholder owning a substantial amount of securities; and (xii) any rights of holders that may be modiﬁed

otherwise than by a vote of a majority or more of the shares outstanding, voting as a class.

(2) Brieﬂy describe potential liabilities imposed on securityholders under state statutes or foreign law,

for example, to employees of the issuer, unless such disclosure would be immaterial because the ﬁ nancial re-

Sec Form 1a Regulation A Offering Statement Page 22