Form S-3 - Registration Statement - 2014 (Page 7 of 12) in pdf

(iii) Securities of a majority-owned subsidiary that are a guarantee of:

(A) Non-convertible securities, other than common equity, of the parent registrant being

registered;

(B) Non-convertible securities, other than common equity, of another majority-owned subsidiary

being registered and the parent has provided a full and unconditional guarantee, as defined in Rule

3-10 of Regulation S-X, of the payment obligations on such non-convertible securities.; or

(iv) ) Securities of a majority-owned subsidiary that meet the conditions of Transaction Requirement I.B.2.

of this Form (Primary Offerings of Non-Convertible Investment Grade Securities).

(d) Securities to be offered for the account of any person other than the issuer (“selling security holders”), provided

that the registration statement and the prospectus are not required to separately identify the selling security holders

or the securities to be sold by such persons until the filing of a prospectus, prospectus supplement, post-effective

amendment to the registration statement, or periodic or current report under the Exchange Act that is incorporated by

reference into the registration statement and prospectus, identifying the selling security holders and the amount of

securities to be sold by each of them and, if included in a periodic or current report, a prospectus or prospectus

supplement is filed, as required by Rule 430B, pursuant to Rule 424(b)(7)(§230.424(b)(7) of this chapter);

(2) The registrant pays the registration fee pursuant to Rule 456(b) and Rule 457(r) (§230.456(b) and §230.457(r) of this

chapter) or in accordance with Rule 456(a)(§230.456(a) of this chapter);

(3) If the registrant is a majority-owned subsidiary, it is required to file and has filed reports pursuant to section 13 or section

15(d) of the Exchange Act and satisfies the requirements of this Form with regard to incorporation by reference or

information about the majority-owned subsidiary is included in the registration statement (or a post-effective amendment to

the registration statement);

(4) The registrant may register additional securities or classes of its or its majority-owned subsidiaries’ securities on a post-

effective amendment pursuant to Rule 413(b) (§230.413(b) of this chapter); and

(5) An automatic shelf registration statement and post-effective amendment will become effective immediately pursuant to

Rule 462(e) and (f) (§230.462(e) and (f) of this chapter) upon filing. All filings made on or in connection with automatic shelf

registration statements on this Form become public upon filing with the Commission.

ii. application of general rules and regulations

A. Attention is directed to the General Rules and Regulations under the Securities Act, particularly Regulation C thereunder

(l7 CFR 230.400 to 230.494). That Regulation contains general requirements regarding the preparation and filing of reg-

istration statements.

B. Attention is directed to Regulation S-K (17 CFR Part 229) for the requirements applicable to the content of the non-financial

statement portions of registration statements under the Securities Act. Where this Form directs the registrant to furnish

information required by Regulation S-K and the item of Regulation S-K so provides, information need only be furnished to

the extent appropriate. Notwithstanding Items 501 and 502 of Regulation S-K, no table of contents is required to be included

in the prospectus or registration statement prepared on this Form. In addition to the information expressly required to be

included in a registration statement on this Form S-3, registrants also may provide such other information as they deem

appropriate.

A smaller reporting company, defined in Rule 405 (17 CFR 230.405), that is eligible to use Form S-3 shall use the

disclosure items in Regulation S-K (17 CFR 229.10 et seq.) with specific attention to the scaled disclosure provided

for smaller reporting companies, if any. Smaller reporting companies may provide the financial information called

for by Article 8 of Regulation S-X in lieu of the financial information called for by Item 11 in this form.

d. Non-Automatic Shelf Registration Statements. Where two or more classes of securities being registered on this

Form pursuant to General Instruction I.B.1. or I.B.2. are to be offered pursuant to Rule 415(a)(1)(x) (§230.415(a)

(1)(x) of this chapter), and where this Form is not an automatic shelf registration statement, Rule 457(o) permits

the registration fee to be calculated on the basis of the maximum offering price of all the securities listed in the

Fee Table. In this event, while the Fee Table would list each of the classes of securities being registered and the

aggregate proceeds to be raised, the Fee Table need not specify by each class information as to the amount to be

Form S-3 - Registration Statement - 2014 Page 7

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