Form S-1 - Registration Statement Under The Securities Act Of 1933 (Page 2 of 8) in pdf

Calculation of Registration Fee

Title of Each Class

Proposed Maximum

of Securities to

Amount to be

Offering

Aggregate

Amount of

be Registered

Registered

Price Per Unit

Offering Price

Registration Fee

Note:

Specific details relating to the fee calculation shall be furnished in notes to the table, including references to provisions

of Rule 457 (§230.457 of this chapter) relied upon, if the basis of the calculation is not otherwise evident from the information presented

in the table. If the filing fee is calculated pursuant to Rule 457(o) under the Securities Act, only the title of the class of securities

to be registered, the proposed maximum aggregate offering price for that class of securities and the amount of registration fee need

to appear in the Calculation of Registration Fee table. Any difference between the dollar amount of securities registered for such

offerings and the dollar amount of securities sold may be carried forward on a future registration statement pursuant to Rule 429 under

the Securities Act.

GENERAL INSTRUCTIONS

Eligibility Requirements for Use of Form S-1

This Form shall be used for the registration under the Securities Act of 1933 (“Securities Act”) of securities of all registrants

for which no other form is authorized or prescribed, except that this Form shall not be used for securities of foreign governments

or political subdivisions thereof.

II.

Application of General Rules and Regulations

A. Attention is directed to the General Rules and Regulations under the Securities Act, particularly those comprising

Regulation C (17 CFR 230.400 to 230.494) thereunder. That Regulation contains general requirements regarding the

preparation and filing of the registration statement.

Attention is directed to Regulation S-K (17 CFR Part 229) for the requirements applicable to the content of the non-financial

statement portions of registration statements under the Securities Act. Where this Form directs the registrant to furnish

information required by Regulation S-K and the item of Regulation S-K so provides, information need only be furnished

to the extent appropriate.

III. Exchange Offers

If any of the securities being registered are to be offered in exchange for securities of any other issuer, the prospectus shall

also include the information which would be required by item 11 if the securities of such other issuer were registered on this Form.

There shall also be included the information concerning such securities of such other issuer which would be called for by Item 9 if

such securities were being registered. In connection with this instruction, reference is made to Rule 409.

IV. Roll-up Transactions

If the securities to be registered on this Form will be isued in a roll-up transction as defined in Item 901(c) of Regulation S-K

(17 CFR 229.901(c)), attention is directed to the requirements of Form S-4 applicable to roll-up transactions, including, but not limited

to, General Instruction I.

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

Form S-1 - Registration Statement Under The Securities Act Of 1933 Page 2

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