Sec Form 1a Regulation A Offering Statement (Page 27 of 29) in pdf

iaries for which consolidated ﬁnancial statements are required to be ﬁled if such debt is not being issued pursu-

ant to this Regulation A offering and the total amount of such authorized issuance does not exceed 5% of the

total assets of the issuer and its subsidiaries on a consolidated basis; (ii) any instrument with respect to a class

of securities that is to be retired or redeemed before the issuance or upon delivery of the securities being issued

pursuant to this Regulation A offering and appropriate steps have been taken to assure such retirement or re-

demption; and (iii) copies of instruments evidencing scrip certiﬁcates or fractions of shares.

4. Subscription agreement—The form of any subscription agreement to be used in connection with the pur-

chase of securities in this offering.

5. Voting trust agreement—Any voting trust agreements and amendments.

6. Material contracts

(a) Every contract not made in the ordinary course of business that is material to the issuer and is to be

performed in whole or in part at or after the ﬁling of the offering statement or was entered into not more than

two years before such ﬁling. Only contracts need be ﬁled as to which the issuer or subsidiary of the issuer is

a party or has succeeded to a party by assumption or assignment or in which the issuer or such subsidiary has

a beneﬁcial interest. Schedules (or similar attachments) to material contracts may be excluded if not material

to an investment decision or if the material information contained in such schedules is otherwise disclosed in

the agreement or the offering statement. The material contract ﬁled must contain a list brieﬂy identifying the

contents of all omitted schedules, together with an agreement to furnish supplementally a copy of any omitted

schedule to the Commission upon request.

(b) If the contract is such as ordinarily accompanies the kind of business conducted by the issuer and its

subsidiaries, it is made in the ordinary course of business and need not be ﬁled unless it falls within one or more

of the following categories, in which case it must be ﬁled except where immaterial in amount or signiﬁcance:

(i) any contract to which directors, ofﬁcers, promoters, voting trustees, securityholders named in the offering

statement, or underwriters are parties, except where the contract merely involves the purchase or sale of current

assets having a determinable market price, at such market price; (ii) any contract upon which the issuer’s busi-

ness is substantially dependent, as in the case of continuing contracts to sell the major part of the issuer’s prod-

ucts or services or to purchase the major part of the issuer’s requirements of goods, services or raw materials or

any franchise or license or other agreement to use a patent, formula, trade secret, process or trade name upon

which the issuer’s business depends to a material extent; (iii) any contract calling for the acquisition or sale of

any property, plant or equipment for a consideration exceeding 15% of such ﬁxed assets of the issuer on a con-

solidated basis; or (iv) any material lease under which a part of the property described in the offering statement

is held by the issuer.

limited to, plans relating to options, warrants or rights, pension, retirement or deferred compensation or bonus,

incentive or proﬁt sharing (or if not set forth in any formal document, a written description) is deemed material

and must be ﬁled except for the following: (i) ordinary purchase and sales agency agreements; (ii) agreements

with managers of stores in a chain organization or similar organization; (iii) contracts providing for labor or

salesperson’s bonuses or payments to a class of securityholders, as such; (iv) any compensatory plan, contract or

arrangement that pursuant to its terms is available to employees generally and that in operation provides for the

same method of allocation of beneﬁts between management and non-management participants.

7. Plan of acquisition, reorganization, arrangement, liquidation, or succession—Any material plan of acqui-

sition, disposition, reorganization, readjustment, succession, liquidation or arrangement and any amendments

thereto described in the offering statement. Schedules (or similar attachments) to these exhibits must not be

Sec Form 1a Regulation A Offering Statement Page 27