Form F-1 - Registration Statement Under The Securities Act Of 1933 (Page 4 of 7) in pdf

Item 4.

Information with Respect to the Registrant and the Offering.

Furnish the following information with respect to the Registrant.

Information required by Part I of Form 20-F.

Information required by Item 18 of Form 20-F (Schedules required under Regulation S-X shall be filed as “Financial

Statement Schedules Pursuant to Item 8, Exhibit and Financial Statement Schedules, of this Form), as well as any

information required by Rule 3-05 and Article 11 of Regulation S-X, except as permitted by (c) below:

For the registrant’s fiscal years ending before December 15, 2011, information required by Item 17 of Form 20-F may be

furnished in lieu of the information specified by Item 18 thereof if the only securities being registered are non-convertible

securities that are “investment grade securities,” as defined below, or the only securities to be registered are to be offered:

1. upon the exercise of outstanding rights granted by the issuer of the securities to be offered, if such rights are

granted on a pro rata basis to all existing security holders of the class of securities to which the rights attach and

there is no standby underwriting in the United States or similar arrangement; or

2. pursuant to a dividend or interest reinvestment plan; or upon the conversion of outstanding convertible securities

or upon the exercise of outstanding transferable warrants issued by the issuer of the securities to be offered, or by an

affiliate of such issuer.

For the registrant’s fiscal years ending on or after December 15, 2009, information required by Item 16F of Form 20-F.

Item 4A. Material Changes.

(a) If the registrant elects to incorporate information by reference pursuant to General Instruction VI., describe any and all material

changes in the registrant’s affairs which have occurred since the end of the latest fiscal year for which audited financial

statements were included in accordance with Item 5 of this Form and which have not been described in a report on Form 6-K, Form 10-Q

or Form 8-K filed under the Exchange Act and incorporated by reference pursuant to Item 5 of this Form.

(b)1. Include in the prospectus contained in the registration statement, if not included in the reports filed under the Exchange Act which

are incorporated by reference into the prospectus contained in the registration statement pursuant to Item 5:

i. Information required by Rule 3-05 and Article 11 of Regulation S-X (§210.3-05 and §210.11 et seq. of this chapter);

ii. Restated financial statements if there has been a change in accounting principles or a correction of an error where

such change or correction requires material retroactive restatement of financial statements;

iii. Restated financial statements where one or more business combinations accounted for by the pooling of interest

method of accounting have been consummated subsequent to the most recent fiscal year and the acquired busi

nesses, considered in the aggregate, are significant under Rule 11-01(b) (§210.11-01(b) of this chapter); or

iv. Any financial information required because of a material disposition of assets outside the normal course of

business.

2. If the financial statements included in this registration statement in accordance with Item 5 are not sufficiently current to comply with

the requirements of Item 8.A of Form 20-F, financial statements necessary to comply with that Item shall be presented:

i. Directly in the prospectus;

ii. Through incorporation by reference and delivery of a Form 6-K identified in the prospectus as containing such

iii. Through incorporation by reference of an amended Form 20-F, Form 40-F, or Form 10-K, in which case the pro

spectus shall disclose that the Form 20-F, Form 40-F, or Form 10-K has been so amended.

Instruction. For the registrant’s fiscal years ending before December 15, 2011, financial statements or information required to be

furnished by this Item shall be reconciled pursuant to either Item 17 or Item 18 of Form 20-F, whichever is applicable to the primary

financial statements. For the registrant’s fiscal years ending on or after December 15, 2011, financial statements or information required

to be furnished by this Item shall be reconciled pursuant to Item 18 of Form 20-F.

Item 5. Incorporation of Certain Information by Reference.

If the registrant elects to incorporate information by reference pursuant to General Instruction VI.:

(a) It must specifically incorporate by reference into the prospectus contained in the registration statement the following

Form F-1 - Registration Statement Under The Securities Act Of 1933 Page 4

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