Registration Statement Under The Securities Act Of 1933 Sec Form S8 (Page 6 of 10) in pdf

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Note: The document(s) containing the information specified in this Part I will be sent or given to employees as speci-

fied by Rule 428(b)(1) (§230.428(b)(1)). Such documents need not be filed with the Commission either as part

of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 (§230.424).

These documents and the documents incorporated by reference in the registration statement pursuant to Item

3 of Part II of this Form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of

the Securities Act. See Rule 428(a)(1) (§230.428(a)(1)).

Item 1. Plan Information.

The registrant shall deliver or cause to be delivered to each participant material information regarding the plan and its operations that will

enable participants to make an informed decision regarding investment in the plan. This information shall include, to the extent material

to the particular plan being described, but not be limited to, the disclosure specified in (a) through (j) below. Any unusual risks associ-

ated with participation in the plan not described pursuant to a specified item shall be prominently disclosed, as, for example, when the

plan imposes a substantial restriction on the ability of a participant to withdraw contributions, or when plan participation may obligate

the participant’s general credit in connection with purchases on a margin basis. The information may be in one or several documents,

provided that it is presented in a clear, concise and understandable manner. See Rule 421 (§230.421).

(a)

General Plan Information

(1) Give the title of the plan and the name of the registrant whose securities are to be offered pursuant to the plan.

(2) Briefly state the general nature and purpose of the plan, its duration, and any provisions for its modification, earlier termina-

tion or extension to the extent that they affect the participants.

(3) Indicate whether the plan is subject to any provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”),

and if so, the general nature of those provisions to which it is subject.

(4) Give an address and a telephone number, including area code, which participants may use to obtain additional information

about the plan and its administrators. State the capacity in which the plan administrators act (e.g., trustees or managers)

and the functions that they perform. If any person other than a participating employee has discretion with respect to the

investment of all or any part of the assets of the plan in one or more investment media, name such person and describe the

policies followed and to be followed with respect to the type and proportion of securities or other property in which funds

of the plan may be invested. If the plan is not subject to ERISA: (i) state the nature of any material relationship between the

administrators and the employees, the registrant or its affiliates; and (ii) describe the manner in which the plan administra-

tors are selected, their term of office, and the manner in which they may be removed from office.

(b)

Securities to be Offered

(l) State the title and total amount of securities to be offered pursuant to the plan.

(2) Furnish the information required by Item 202 of Regulation S-K (§229.202), except that if common stock registered under

Section 12 of the Exchange Act is offered, such information is unnecessary. If plan interests are being registered, they need

not be described pursuant to this item.

(c)

Employees Who May Participate in the Plan

Indicate each class or group of employees that may participate in the plan and the basis upon which the eligibility of

employees to participate therein is to be determined.

(d)

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

(l) State the period of time within which employees may elect to participate in the plan, the price at which the securities may

be purchased or the basis upon which such price is to be determined, and any terms regarding the amount of securities that

an eligible employee can purchase.

(2) State when and the manner in which employees are to pay for the securities purchased pursuant to the plan. If payment is

Registration Statement Under The Securities Act Of 1933 Sec Form S8 Page 6

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