Form S-3 - Registration Statement - 2014 (Page 2 of 12) in pdf

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting

company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the

Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

(Do not check if a smaller reporting company)

Smaller reporting company

caLcULation oF regiStration Fee

Title of each

Proposed maximum

class of securities

Amount to be

offering price

aggregate offering

Amount of

to be registered

registered

per unit

price

registration fee

notes to the “calculation of registration Fee” table (“Fee table”):

1. Specific details relating to the fee calculation shall be furnished in notes to the Fee 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

Fee Table.

2. 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

Fee Table. Where two or more classes of securities are being registered pursuant to General Instruction II.D., however, the Fee Table

need only specify the maximum aggregate offering price for all classes; the Fee Table need not specify by each class the proposed

maximum aggregate offering price (see General Instruction II.D.).

3. If the filing fee is calculated pursuant to Rule 457(r) under the Securities Act, the Fee Table must state that it registers an unspecified

amount of securities of each identified class of securities and must provide that the issuer is relying on Rule 456(b) and Rule 457(r). If

the Fee Table is amended in a post-effective amendment to the registration statement or in a prospectus filed in accordance with Rule

456(b)(1)(ii) (§230.456(b)(1)(ii) of this chapter) , the Fee Table must specify the aggregate offering price for all classes of securities in

the referenced offering or offerings and the applicable registration fee.

4. 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 457 under the Securities Act.

generaL inStrUctionS

i. eligibility requirements for Use of Form S-3

This instruction sets forth registrant requirements and transaction requirements for the use of Form S-3. Any registrant which meets

the requirements of I.A. below (“Registrant Requirements”) may use this Form for the registration of securities under the Securities Act

of 1933 (“Securities Act”) which are offered in any transaction specified in I.B. below (“Transaction Requirement”) provided that the

requirement applicable to the specified transaction are met. With respect to majority-owned subsidiaries, see Instruction I.C. below. With

respect to well-known seasoned issuers and majority-owned subsidiaries of well-known seasoned issuers, see Instruction I.D. below.

a. registrant requirements. Registrants must meet the following conditions in order to use this Form S-3 for registration

under the Securities Act of securities offered in the transactions specified in I. B. below:

The registrant is organized under the laws of the United States or any State or Territory or the District of Columbia and

has its principal business operations in the United States or its territories.

The registrant has a class of securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934

(“Exchange Act”) or a class of equity securities registered pursuant to Section 12(g) of the Exchange Act or is required

to file reports pursuant to Section 15(d) of the Exchange Act.

The registrant:

(a) has been subject to the requirements of Section 12 or 15(d) of the Exchange Act and has filed all the material

Form S-3 - Registration Statement - 2014 Page 2

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