Registration Statement Under The Securities Act Of 1933 Form F4 Page 4
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163.
If the transaction in which the securities being registered are to be issued is subject to Section 13(e), 14(d) or 14(e) of the
Exchange Act, the provisions of those sections and the rules and regulations thereunder shall apply to the transaction
in addition to the provisions of this Form.
F.
Registration Statements Subject to Rule 415(a)(1)(viii) (§230.415(a)(1)(viii) of this chapter)
If the registration statement relates to offerings of securities pursuant to Rule 415(a)(1)(viii), required information about the
type of contemplated transaction (and the company being acquired) need only be furnished as of the date of initial effectiveness
of the registration statement to the extent practicable. The required information about the specific transaction and the particular
company being acquired must be included in the prospectus by means of a post-effective amendment.
G.
Roll-Up Transactions.
1.
If securities to be registered on this Form will be issued in a roll-up transaction as defined in Item 901(c) of Regulation
S-K (17 CFR 229.901(c)), then the disclosure provisions of Subpart 229.900 of Regulation S-K (17 CFR 229.900) shall apply
to the transaction in addition to the provisions of this Form. To the extent that the disclosure requirements of Subpart
229.900 are inconsistent with the disclosure requirements of any other applicable forms or schedules, the requirements
of Subpart 229.900 are controlling.
2.
If securities to be registered on this Form will be issued in a roll-up transaction as defined in Item 901(c) of Regulation
S-K (17 CFR 229.901(c)), the prospectus must be distributed to security holders no later than the lesser of 60 calendar days
prior to the date on which action is to be taken or the maximum number of days permitted for giving notice under applicable
state law.
3.
Attention is directed to the proxy rules (17 CFR 240.14a-1 et seq.) and Rule 14e-7 of the tender offer rules (17 CFR 240.14e-7)
if the securities to be registered on this Form will be issued in a roll-up transaction. Such rules contain provisions
specifically applicable to roll-up transactions, whether or not the entities involved have securities registered pursuant
to Section 12 of the Exchange Act.
H.
Registration of Additional Securities.
With respect to the registration of additional securities for an offering pursuant to Rule 462(b) under the Securities Act, the
registrant may file a registration statement consisting only of the following: the facing page; a statement that the contents of the
earlier registration statement, identified by file number, are incorporated by reference; required opinions and consents; the signature
page; and any price-related information omitted from the earlier registration statement in reliance on Rule 430A that the registrant
chooses to include in the new registration statement. The information contained in such a Rule 462(b) registration statement shall
be deemed to be a part of the earlier registration statement as of the date of effectiveness of the Rule 462(b) registration statement.
Any opinion or consent required in the Rule 462(b) registration statement may be incorporated by reference from the earlier
registration statement with respect to the offering, if: (i) such opinion or consent expressly provides for such incorporation; and
(ii) such opinion relates to the securities registered pursuant to Rule 462(b). See Rule 411(c) and Rule 439(b) under the Securities
Act.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
A. INFORMATION ABOUT THE TRANSACTION
Item 1. Forepart of 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 (§229.501 of this chapter).
Item 2. Inside Front and Outside Back Cover Pages of Prospectus.
Provide the information required by Item 502 of Regulation S-K. In addition, on the inside front cover page, you must state
(1) that the prospectus incorporates important business and financial information about the company that is not included
in or delivered with the document; and
(2) that this information is available without charge to security holders upon written or oral request. Give the name, address,
and telephone number to which security holders must make this request. In addition, you must state that to obtain timely
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