Form S-3 - Registration Statement - 2014 (Page 5 of 12) in pdf

(1) holders of rights exercisable for common stock,

(2) holders of securities convertible into common stock, and

(3) participants in plans that may invest in common stock, securities convertible into common stock, or warrants

or options exercisable for common stock, respectively.

5. This Form shall not be used to register offerings of asset-backed securities, as defined in 17 CFR 229.1101(c).

6. Limited Primary Offerings by Certain Other Registrants. Securities to be offered for cash by or on behalf of a

registrant; provided that:

(a) the aggregate market value of securities sold by or on behalf of the registrant pursuant to this

Instruction I.B.6. during the period of 12 calendar months immediately prior to, and including, the sale is

no more than one-third of the aggregate market value of the voting and non-voting common equity held by

non-affiliates of the registrant;

(b) the registrant is not a shell company (as defined in §230.405 of this chapter) and has not been a shell

company for at least 12 calendar months previously and if it has been a shell company at any time previ

ously, has filed current Form 10 information with the Commission at least 12 calendar months previously

reflecting its status as an entity that is not a shell company; and

securities exchange.

instructions.

1. “Common equity” is as defined in Securities Act Rule 405 (§230.405 of this chapter). For purposes of computing the

aggregate market value of the registrant’s outstanding voting and non-voting common equity pursuant to General Instruction

I.B.6., registrants shall use 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 sale. See

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

2. For purposes of computing the aggregate market value of all securities sold by or on behalf of the registrant in offerings

pursuant to General Instruction I.B.6. during any period of 12 calendar months, registrants shall aggregate the gross proceeds

of such sales; provided, that, in the case of derivative securities convertible into or exercisable for shares of the registrant’s

common equity, registrants shall calculate the aggregate market value of any underlying equity shares in lieu of the market

value of the derivative securities. The aggregate market value of the underlying equity shall be calculated by multiplying the

maximum number of common equity shares into which the derivative securities are convertible or for which they are exercis-

able as of a date within 60 days prior to the date of sale, by the same per share market price of the registrant’s equity used for

purposes of calculating the aggregate market value of the registrant’s outstanding voting and non-voting common equity pur-

suant to Instruction 1 to General Instruction I.B.6. If the derivative securities have been converted or exercised, the aggregate

market value of the underlying equity shall be calculated by multiplying the actual number of shares into which the securities

were converted or received upon exercise, by the market price of such shares on the date of conversion or exercise.

3. If the aggregate market value of the registrant’s outstanding voting and nonvoting common equity computed pursuant to

General Instruction I.B.6. equals or exceeds $75 million subsequent to the effective date of this registration statement, then the

one third limitation on sales specified in General Instruction I.B.6(a) shall not apply to additional sales made pursuant to this

registration statement on or subsequent to such date and instead the registration statement shall be considered filed pursuant to

General Instruction I.B.1.

4. The term “Form 10 information” means the information that is required by Form 10 or Form 20-F (§249.210 or §249.220f

of this chapter), as applicable to the registrant, to register under the Securities Exchange Act of 1934 each class of securities

being registered using this form. A registrant may provide the Form 10 information in another Commission filing with respect

to the registrant.

5. The date used in Instruction 2 to General Instruction I.B.6. shall be the same date used in Instruction 1 to General

Instruction I.B.6.

6. A registrant’s eligibility to register a primary offering on Form S-3 pursuant to General Instruction I.B.6. does not mean

that the registrant meets the requirements of Form S-3 for purposes of any other rule or regulation of the Commission apart

from Rule 415(a)(1)(x) (§230.415(a)(1)(x) of this chapter).

7. Registrants must set forth on the outside front cover of the prospectus the calculation of the aggregate market value of the

registrant’s outstanding voting and nonvoting common equity pursuant to General Instruction I.B.6. and the amount of all

securities offered pursuant to General Instruction I.B.6. during the prior 12 calendar month period that ends on, and includes,

the date of the prospectus.

8. For purposes of General Instruction I.B.6(c), a “national securities exchange” shall mean an exchange registered as such

under Section 6(a) of the Securities Exchange Act of 1934.

Form S-3 - Registration Statement - 2014 Page 5

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