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

required to be filed pursuant to Section 13, 14 or 15(d) for a period of at least twelve calendar months immediately

preceding the filing of the registration statement on this Form; and

(b) has filed in a timely manner all reports required to be filed during the twelve calendar months and any portion of a

month immediately preceding the filing of the registration statement, other than a report that is required solely pursuant

to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a) or 5.02(e) of Form 8-K (§249.308 of this chapter). If the registrant has

used (during the twelve calendar months and any portion of a month immediately preceding the filing of the registra-

tion statement) Rule 12b-25(b) (§240.12b-25(b) of this chapter) under the Exchange Act with respect to a report or a

portion of a report, that report or portion thereof has actually been filed within the time period prescribed by that rule.

Neither the registrant nor any of its consolidated or unconsolidated subsidiaries have, since the end of the last fiscal

year for which certified financial statements of the registrant and its consolidated subsidiaries were included in a report

filed pursuant to Section 13(a) or 15(d) of the Exchange Act: (a) failed to pay any dividend or sinking fund installment

on preferred stock; or (b) defaulted (i) on any installment or installments on indebtedness for borrowed money, or (ii)

on any rental on one or more long term leases, which defaults in the aggregate are material to the financial position of

the registrant and its consolidated and unconsolidated subsidiaries, taken as a whole.

A foreign issuer, other than a foreign government, which satisfies all of the above provisions of these registrant eligi-

bility requirements except the provisions in I. A. l. relating to organization and principal business shall be deemed to

have met these registrant eligibility requirements provided that such a foreign issuer files the same reports with the

Commission under Section 13(a) or 15(d) of the Exchange Act as a domestic registrant pursuant to I. A. 3. above.

If the registrant is a successor registrant, it shall be deemed to have met conditions 1., 2., 3., and 5., above if: (a) its

predecessor and it, taken together, do so, provided that the succession was primarily for the purpose of changing the

state of incorporation of the predecessor or forming a holding company and that the assets and liabilities of the suc-

cessor at the time of succession were substantially the same as those of the predecessor; or (b) if all predecessors met

the conditions at the time of succession and the registrant has continued to do so since the succession.

Electronic filings. In addition to satisfying the foregoing conditions, a registrant subject to the electronic filing require-

ments of Rule 101 of Regulation S-T (§232.101 of this chapter) shall have:

(a) Filed with the Commission all required electronic filings, including electronic copies of documents

submitted in paper pursuant to a hardship exemption as provided by Rule 201 or Rule 202(d) of Regulation

S-T (§232.201 or §232.202(d) of this chapter); and

(b) Submitted electronically to the Commission and posted on its corporate Web site, if any, all Interactive

Data Files required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this

chapter) during the twelve calendar months and any portion of a month immediately preceding the filing of

the registration statement on this Form (or for such shorter period of time that the registrant was required to

submit and post such files).

B. transaction requirements. Security offerings meeting any of the following conditions and made by a registrant meeting

the Registrant Requirements specified in I.A. above may be registered on this Form:

1. Primary Offerings by Certain Registrants. Securities to be offered for cash by or on behalf of a registrant, or outstanding

securities to be offered for cash for the account of any person other than the registrant, including securities acquired by

standby underwriters in connection with the call or redemption by the registrant of warrants or a class of convertible

securities; provided that the aggregate market value of the voting and non-voting common equity held by non-affiliates

of the registrant is $75 million or more.

Instruction. For the purposes of this Form, “common equity” is as defined in Securities Act Rule 405 (§230.405 of

this chapter). The aggregate market value of the registrant’s outstanding voting and non-voting common equity shall

be computed by use of the price at which the common equity was last sold, or the average of the bid and asked prices

of such common equity, in the principal market for such common equity as of a date within 60 days prior to the date

of filing. See the definition of “affiliate” in Securities Act Rule 405., as of a date within 60 days prior to the date of

filing. See the definition of “affiliate” in Securities Act Rule 405 (§230.405 of this chapter).

2. Primary Offerings of Non-Convertible Securities Other than Common Equity. Non-convertible securities, other than

common equity, to be offered for cash by or on behalf of a registrant, provided the registrant:

Form S-3 - Registration Statement - 2014 Page 3

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