Form S-3 - Registration Statement - 2014 (Page 8 of 12) in pdf

registered, proposed maximum offering price per unit, and proposed maximum aggregate offering price.

e. automatic Shelf registration Statements. Where securities are being registered on this Form pursuant to General

Instruction I.D., Rule 456(b) permits, but does not require, the registrant to pay the registration fee on a pay-as-you-go basis and Rule

457(r) permits, but does not require, the registration fee to be calculated on the basis of the aggregate offering price of the securities to

be offered in an offering or offerings off the registration statement. If a registrant elects to pay all or a portion of the registration fee on

a deferred basis, the Fee Table in the initial filing must identify the classes of securities being registered and provide that the registrant

elects to rely on Rule 456(b) and Rule 457(r), but the Fee Table does not need to specify any other information. When the registrant

amends the Fee Table in accordance with Rule 456(b)(1)(ii), the amended Fee Table must include either the dollar amount of securities

being registered if paid in advance of or in connection with an offering or offerings or the aggregate offering price for all classes of

securities referenced in the offerings and the applicable registration fee.

F. information in automatic and non-automatic Shelf registration Statements. Where securities are being registered

on this Form pursuant to General Instruction I.B.1, I.B.2, I.C., or I.D., information is only required to be furnished as of

the date of initial effectiveness of the registration statement to the extent required by Rule 430A or Rule 430B. Required

information about a specific transaction must be included in the prospectus in the registration statement by means of a

prospectus that is deemed to be part of and included in the registration statement pursuant to Rule 430A or Rule 430B, a

post-effective amendment to the registration statement, or a periodic or current report under the Exchange Act incorporated by refer-

ence into the registration statement and the prospectus and identified in a prospectus filed, as required by Rule 430B, pursuant to Rule

424(b) (§230.424(b) of this chapter).

g. Selling Security holder offerings. Where a registrant eligible to register primary offerings on this Form pursuant to

General Instruction I.B.1 registers securities offerings on this Form pursuant to General Instruction I.B.1 or I.B.3 for the

account of persons other than the registrant, if the offering of the securities, or securities convertible into such securities,

that are being registered on behalf of the selling security holders was completed and the securities, or securities convert

ible into such securities, were issued and outstanding prior to the original date of filing the registration statement covering

the resale of the securities, the registrant may, as permitted by Rule 430B(b), in lieu of identifying selling security holders

prior to effectiveness of the resale registration statement, refer to unnamed selling security holders in a generic manner by

identifying the initial transaction in which the securities were sold. Following effectiveness, the registrant must include in a

prospectus filed pursuant to Rule 424(b)(7), a post-effective amendment to the registration statement, or an Exchange Act

report incorporated by reference into the prospectus that is part of the registration statement (which Exchange Act report

is identified in a prospectus filed, as required by Rule 430B, pursuant to Rule 424(b)(7)) the names of previously

unidentified selling security holders and amounts of securities that they intend to sell. If this Form is being filed pursuant to

General Instruction I.D. by a well-known seasoned issuer to register securities being offered for the account of persons

other than the issuer, the registration statement and the prospectus included in the registration statement do not need to

designate the securities that will be offered for the account of such persons, identify them, or identify the initial transaction

in which the securities, or securities convertible into such securities, were sold until the registrant files a post-effective

amendment to the registration statement, a prospectus pursuant to Rule 424(b), or an Exchange Act report (and prospectus

filed, as required by Rule 430B, pursuant to Rule 424(b)(7)) containing information for the offering on behalf of such

persons.

III. Dividend or Interest Reinvestment Plans: Filing and Effectiveness of Registration Statement; Requests for Confidential

treatment

A registration statement on this Form S-3 relating solely to securities offered pursuant to dividend or interest reinvestment plans

will become effective automatically (Rule 462, §230.462 of this chapter) upon filing (Rule 456, §230.456 of this chapter). Post-effective

amendments to such a registration statement on this Form shall become effective upon filing (Rule 464, §230.464 of this chapter). All

filings made on or in connection with this Form become public upon filing with the Commission. As a result, requests for confidential

treatment made under Rule 406 (§230.406 of this chapter) must be processed with the Commission staff prior to the filing of such a reg-

istration statement. The number of copies of the registration statement and of each amendment required by Rules 402 and 472 (§§230.402

and 230.472 of this chapter) shall be filed with the Commission: provided, however, That the number of additional copies referred to in

Rule 402(b) may be reduced from ten to three and the number of additional copies referred to in Rule 472(a) may be reduced from eight

to three, one of which shall be marked clearly and precisely to indicate changes.

iV. registration of additional Securities and additional classes of Securities

a. registration of additional Securities Pursuant to rule 462(b). With respect to the registration of additional securities

for an offering pursuant to Rule 462(b) under the Securities Act, the registrant may file a registration statement consisting only of the

following: the facing page; a statement that the contents of the earlier registration statement, identified by file number, are incorporated

by reference; required opinions and consents; the signature page; and any price-related information omitted from the earlier registration

Form S-3 - Registration Statement - 2014 Page 8

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