The name under which the issuer is doing or intends
to do business;
the name of the State or other sovereign power
under which the issuer is organized;
the location of the issuer's principal business
office, and if the issuer is a foreign or territorial person, the name and
address of its agent in the United States authorized to receive notice;
the names and addresses of the directors or persons
performing similar functions, and the chief executive, financial and accounting
officers, chosen or to be chosen if the issuer be a corporation, association,
trust, or other entity; of all partners, if the issuer be a partnership; and
of the issuer, if the issuer be an individual; and of the promoters in the
case of a business to be formed, or formed within two years prior to the filing
of the registration statement;
the names and addresses of the underwriters;
the names and addresses of all persons, if any,
owning of record or beneficially, if known, more than 10 per centum of any
class of stock of the issuer, or more than 10 per centum in the aggregate
of the outstanding stock of the issuer as of a date within twenty days prior
to the filing of the registration statement;
the amount of securities of the issuer held by
any person specified in paragraphs (4), (5), and (6) of this schedule, as
of a date within twenty days prior to the filing of the registration statement,
and, if possible, as of one year prior thereto, and the amount of the securities,
for which the registration statement is filed, to which such persons have
indicated their intention to subscribe;
the general character of the business actually
transacted or to be transacted by the issuer;
a statement of the capitalization of the issuer,
including the authorized and outstanding amounts of its capital stock and
the proportion thereof paid up, the number and classes of shares in which
such capital stock is divided, par value thereof, or if it has no par value,
the stated or assigned value thereof, a description of the respective voting
rights, preferences, conversion and exchange rights, rights to dividends,
profits, or capital of each class, with respect to each other class, including
the retirement and liquidation rights or values thereof;
a statement of the securities, if any, covered
by options outstanding or to be created in connection with the security to
be offered, together with the names and addresses of all persons, if any,
to be allotted more than 10 per centum in the aggregate of such options;
the amount of capital stock of each class issued
or included in the shares of stock to be offered;
the amount of the funded debt outstanding and
to be created by the security to be offered, with a brief description of the
date, maturity, and character of such debt, rate of interest, character of
amortization provisions, and the security, if any, therefor. If substitution
of any security is permissible, a summarized statement of the conditions under
which such substitution is permitted. If substitution is permissible without
notice, a specific statement to that effect;
the specific purposes in detail and the approximate
amounts to be devoted to such purposes, so far as determinable, for which
the security to be offered is to supply funds, and if the funds are to be
raised in part from other sources, the amounts thereof and the sources thereof,
shall be stated;
the remuneration, paid or estimated to be paid,
by the issuer or its predecessor, directly or indirectly, during the past
year and ensuing year to (a) the directors or persons performing similar functions,
and (b) its officers and other persons, naming them wherever such remuneration
exceeded $25,000 during any such year;
the estimated net proceeds to be derived from the security to be offered;
the price at which it is proposed that the security
shall be offered to the public or the method by which such price is computed
and any variation therefrom at which any portion of such security is proposed
to be offered to any persons or classes of persons, other than the underwriters,
naming them or specifying the class. A variation in price may be proposed
prior to the date of the public offering of the security, but the Commission
shall immediately be notified of such variation;
all commissions or discounts paid or to be paid,
directly or indirectly, by the issuer to the underwriters in respect of the
sale of the security to be offered. Commissions shall include all cash, securities,
contracts, or anything else of value, paid, to be set aside, disposed of,
or understandings with or for the benefit of any other persons in which any
underwriter is interested, made, in connection with the sale of such security.
A commission paid or to be paid in connection with the sale of such security
by a person in which the issuer has an interest or which is controlled or
directed by, or under common control with, the issuer shall be deemed to have
been paid by the issuer. Where any such commission is paid the amount of such
commission paid to each underwriter shall be stated;
the amount or estimated amounts, itemized in reasonable
detail, of expenses, other than commissions specified in paragraph (17) of
this schedule, incurred or borne by or for the account of the issuer in connection
with the sale of the security to be offered or properly chargeable thereto,
including legal, engineering, certification, authentication, and other charges;
the net proceeds derived from any security sold
by the issuer during the two years preceding the filing of the registration
statement, the price at which such security was offered to the public, and
the names of the principal underwriters of such security;
any amount paid within two years preceding the
filing of the registration statement or intended to be paid to any promoter
and the consideration for any such payment;
the names and addresses of the vendors and the
purchase price of any property, or good will, acquired or to be acquired,
not in the ordinary course of business, which is to be defrayed in whole or
in part from the proceeds of the security to be offered, the amount of any
commission payable to any person in connection with such acquisition, and
the name or names of such person or persons, together with any expense incurred
or to be incurred in connection with such acquisition, including the cost
of borrowing money to finance such acquisition;
full particulars of the nature and extent of the
interest, if any, of every director, principal executive officer, and of every
stockholder holding more than 10 per centum of any class of stock or more
than 10 per centum in the aggregate of the stock of the issuer, in any property
acquired, not in the ordinary course of business of the issuer, within two
years preceding the filing of the registration statement or proposed to be
acquired at such date;
the names and addresses of counsel who have passed
on the legality of the issue;
dates of and parties to, and the general effect
concisely stated of every material contract made, not in the ordinary course
of business, which contract is to be executed in whole or in part at or after
the filing of the registration statement or which contract has been made not
more than two years before such filing. Any management contract or contract
providing for special bonuses or profit-sharing arrangements, and every material
patent or contract for a material patent right, and every contract by or with
a public utility company or an affiliate thereof, providing for the giving
or receiving of technical or financial advice or service (if such contract
may involve a charge to any party thereto at a rate in excess of $2,500 per
year in cash or securities or anything else of value), shall be deemed a material
contract;
a balance sheet as of a date not more than ninety
days prior to the date of the filing of the registration statement showing
all of the assets of the issuer, the nature and cost thereof, whenever determinable,
in such detail and in such form as the Commission shall prescribe (with intangible
items segregated), including any loan in excess of $20,000 to any officer,
director, stockholder or person directly or indirectly controlling or controlled
by the issuer, or person under direct or indirect common control with the
issuer. All the liabilities of the issuer in such detail and such form as
the Commission shall prescribe, including surplus of the issuer showing how
and from what sources such surplus was created, all as of a date not more
than ninety days prior to the filing of the registration statement. If such
statement be not certified by an independent public or certified accountant,
in addition to the balance sheet required to be submitted under this schedule,
a similar detailed balance sheet of the assets and liabilities of the issuer,
certified by an independent public or certified accountant, of a date not
more than one year prior to the filing of the registration statement, shall
be submitted;
a profit and loss statement of the issuer showing
earnings and income, the nature and source thereof, and the expenses and fixed
charges in such detail and such form as the Commission shall prescribe for
the latest fiscal year for which such statement is available and for the two
preceding fiscal years, year by year, or, if such issuer has been in actual
business for less than three years, then for such time as the issuer has been
in actual business, year by year. If the date of the filing of the registration
statement is more than six months after the close of the last fiscal year,
a statement from such closing date to the latest practicable date. Such statement
shall show what the practice of the issuer has been during the three years
or lesser period as to the character of the charges, dividends or other distributions
made against its various surplus accounts, and as to depreciation, depletion,
and maintenance charges, in such detail and form as the Commission shall prescribe,
and if stock dividends or avails from the sale of rights have been credited
to income, they shall be shown separately with a statement of the basis upon
which the credit is computed. Such statement shall also differentiate between
any recurring and nonrecurring income and between any investment and operating
income. Such statement shall be certified by an independent public or certified
accountant;
if the proceeds, or any part of the proceeds,
of the security to be issued is to be applied directly or indirectly to the
purchase of any business, a profit and loss statement of such business certified
by an independent public or certified accountant, meeting the requirements
of paragraph (26) of this schedule, for the three preceding fiscal years,
together with a balance sheet, similarly certified, of such business, meeting
the requirements of paragraph (25) of this schedule of a date not more than
ninety days prior to the filing of the registration statement or at the date
such business was acquired by the issuer if the business was acquired by the
issuer more than ninety days prior to the filing of the registration statement;
a copy of any agreement or agreements (or, if
identical agreements are used, the forms thereof) made with any underwriter,
including all contracts and agreements referred to in paragraph (17)
of this schedule;
a copy of the opinion or opinions of counsel in
respect to the legality of the issue, with a translation of such opinion,
when necessary, into the English language;
a copy of all material contracts referred to in
paragraph (24) of this schedule, but no disclosure shall be required of any
portion of any such contract if the Commission determines that disclosure
of such portion would impair the value of the contract and would not be necessary
for the protection of the investors;
unless previously filed and registered under the
provisions of this title, and brought up to date, (a) a copy of its articles of incorporation,
with all amendments thereof and of its existing bylaws or instruments
corresponding thereto, whatever the name, if the issuer be a corporation; (b) copy of all instruments by which the trust
is created or declared, if the issuer is a trust; (c) a copy of its articles of partnership or
association and all other papers pertaining to its organization, if the
issuer is a partnership, unincorporated association, joint-stock company,
or any other form of organization; and
a copy of the underlying agreements or indentures
affecting any stock, bonds, or debentures offered or to be offered.
In case of certificates of deposit, voting trust certificates, collateral
trust certificates, certificates of interest or shares in unincorporated investment
trusts, equipment trust certificates, interim or other receipts for certificates,
and like securities, the Commission shall establish rules and regulations
requiring the submission of information of a like character applicable to
such cases, together with such other information as it may deem appropriate
and necessary regarding the character, financial or otherwise, of the actual
issuer of the securities and/or the person performing the acts and assuming
the duties of depositor or manager.
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