Form S-3 - Registration Statement - 2014 (Page 10 of 12) in pdf

item 9.

description of Securities to be registered.

Furnish the information required by Item 202 of Regulation S-K (§229.202 of this chapter), unless capital stock is to be reg-

istered and securities of the same class are registered pursuant to Section 12 of the Exchange Act.

item 10. interests of named experts and counsel.

Furnish the information required by Item 509 of Regulation S-K (§229.509 of this chapter).

item 11. material changes.

(a) Describe any and all material changes in the registrant’s affairs which have occurred since the end of the latest fiscal year

for which certified financial statements were included in the latest annual report to security holders and which have not

been described in a report on Form 10-Q (§249.308a of this chapter) or Form 8-K (§249.308 of this chapter) filed under

the Exchange Act.

(b) Include in the prospectus, if not incorporated by reference therein from the reports filed under the Exchange Act specified

in Item 12(a), a proxy or information statement filed pursuant to Section 14 of the Exchange Act, a prospectus previously

filed pursuant to Rule 424(b) or (c) under the Securities Act (§230.424(b) or (c) of this chapter) or, where no prospectus

is required to be filed pursuant to Rule 424(b), the prospectus included in the registration statement at effectiveness, or a

Form 8-K filed during either of the two preceding years: (i) information required by Rule 3-05 and Article 11 of Regulation

S-X (17 CFR Part 210); (ii) restated financial statements prepared in accordance with Regulation S-X if there has been a

change in accounting principles or a correction in an error where such change or correction requires a material retroactive

restatement of financial statements; (iii) restated financial statements prepared in accordance with Regulation S-X 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 businesses, considered in the aggregate, are significant pursuant

to Rule 11-01(b), or (iv) any financial information required because of a material disposition of assets outside the normal

course of business.

item 12. incorporation of certain information by reference.

(a) The documents listed in (1) and (2) below shall be specifically incorporated by reference into the prospectus by means of

a statement to that effect in the prospectus listing all such documents:

(1) the registrant’s latest annual report on Form 10-K (17 CFR 249.310) filed pursuant to Section 13(a) or 15(d) of the Ex-

change Act that contains financial statements for the registrant’s latest fiscal year for which a Form 10-K was required

to be filed; and

(2) all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered

by the annual report referred to in (1) above; and

(3) if capital stock is to be registered and securities of the same class are registered under Section 12 of the Exchange Act,

the description of such class of securities which is contained in a registration statement filed under the Exchange Act,

including any amendment or reports filed for the purpose of updating such description.

(b) The prospectus shall also state that all documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14

or 15(d) of the Exchange Act, prior to the termination of the offering shall be deemed to be incorporated by reference into

the prospectus.

Instruction. Attention is directed to Rule 439 (§230.439 of this chapter) regarding consent to use of material

incorporated by reference.

(i) that you will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of

any or all of the information that has been incorporated by reference in the prospectus but not delivered with the

prospectus;

(ii) that you will provide this information upon written or oral request;

(iii) that you will provide this information at no cost to the requester; and

Form S-3 - Registration Statement - 2014 Page 10