1756 Form S-1 General Instructions GENERAL INSTRUCTIONS A. Rule as to Use of Form S-1. Form S-1 shall be used for registration under the Securities Act of 1933 of securities of all issuers for which no other form is authorized or prescribed, except that this form shall not be used for securities of foreign governments or political sub-divisions thereof. B. Application of General Rules and Regulations. Attention is directed to the General Rules and Regulations under the Act, particularly those comprising Regulation C. That regulation contains general requirements regarding the preparation and filing of the registration statement. The definitions contained in Rule 405 should be especially noted. C. Documents Comprising Registration Statement. The registration statement shall consist of the facing sheet of the form, the prospectus containing the information specified in Part I, the information called for by Part II, the undertaking to file reports, the required signatures, consents of experts, financial statements and exhibits and any other prospectus, information, undertaking or documents which are required or which the registrant may file as a part of the registration statement. D. Form and Content of Prospectus. (a) The purpose of the prospectus is to inform investors. Hence, the information set forth in the prospectus should be presented in clear, concise, understandable fashion. Avoid unnecessary and irrelevant details, repetition or the use of unnecessary technical language. The prospectus shall contain the information called for by all of the items of Part I of the form, except that no reference need be made to inapplicable items, and negative answers to any item may be omitted. (b) Unless clearly indicated otherwise, information set forth in any part of the prospectus need not be duplicated elsewhere in the prospectus. Where it is deemed necessary or desirable to call attention to such information in more than one part of the prospectus, this may be accomplished by appropriate cross reference. In lieu of restating information in the form of notes to the financial statements, references should be made to other parts of the prospectus where such information is set forth. E. Foreign Subsidiaries. Information required by any item or other requirement of this form with respect to any foreign subsidiary may be omitted to the extent that the required disclosure would be detrimental to the registrant, provided a statement is made that such information has been omitted. In such case, a statement of the names of the subsidiaries omitted shall be separately furnished. The Commission may, in its discretion, call for justification that the required disclosure would be detrimental. General F. Exchange Offers. Form S-1 1757 If any of the securities being registered are to be offered in exchange for securities of any other issuer the prospectus shall also include the information which would be required by Items 6 to 10 inclusive and Item 12 if the securities of such other issuer were being registered on this form. Item 11 should be included if any promoter of such other issuer is a promoter, officer or director of the registrant or a security holder named in answer to Item 19(a). There shall also be included the information concerning such securities of such other issuer which would be called for by Item 13, 14 or 15 if such securities were being registered. In connection with this instruction, reference is made to Rule 409. G. Preparation of Part II. (a) Part II of the registration statement shall contain the numbers and captions of the items in Part II of the form, but the text of the items may be omitted provided the answers are so prepared as to indicate to the reader the coverage of the items without the necessity of referring to the text of the items or the instructions thereto. If the information required by any item of Part II is completely disclosed in the prospectus, reference may be made to the specific page or caption of the prospectus which contains such information. (b) If the information required by Items 26, 27, 28 or 30 has been given in a registration statement, application for registration or annual report filed with the Commission pursuant to any act administered by the Commission and no additional information is needed to make the information previously filed accurate, complete and up to date, the required information may be incorporated by a specific reference to the page or pages of the previous filing which contains such information. 1758 Form S-1 Items 1-2 PART L INFORMATION REQUIRED IN PROSPECTUS Item 1. Distribution Spread. The information called for by the following table shall be given, in substantially the tabular form indicated, on the outside front cover page of the prospectus as to all securities being registered which are to be offered for cash (estimate, if necessary). Instructions. 1. The term "commissions" has the meaning given in paragraph (17) of Schedule A of the Act. Only commissions paid by the registrant or selling security holders in cash are to be included in the table. Commissions paid by other persons, and other considerations to the underwriters, shall be set forth following the table with a reference thereto in the second column of the table. Any finder's fees or similar payments shall be appropriately disclosed. 2. If it is impracticable to state the price to the public, the method by which it is to be determined shall be explained. In addition, if the securities are to be offered at the market, or if the offering price is to be determined by a formula related to market prices, indicate the market involved and the market price as of the latest practicable date. 3. If any of the securities being registered are to be offered for the account of security holders, refer on the first page of the prospectus to the information called for by Instruction 3 to Item 19. Item 2. Plan of Distribution. (a) If the securities being registered are to be offered through underwriters, give the names of the principal underwriters, and state the respective amounts underwritten. Identify each such underwriter having a material relationship to the registrant and state the nature of the relationship. State briefly the nature of the underwriters' obligation to take the securities. Instructions. All that is required as to the nature of the underwriters' obligation is whether the underwriters are or will be committed to take and to pay for all of the securities if any are taken, or whether it is merely an agency or "best efforts” arrangement under which the underwriters are required to take and pay for only such securities as they may sell to the public. Conditions precedent to the underwriters' taking the securities, including "market outs", need not be described except in the case of an agency or "best efforts" arrangement. (b) State briefly the discounts and commissions to be allowed or paid to dealers, including all cash, securities, contracts or other consideration to be received by any dealer in connection with the sale of the securities. Instruction. If any dealers are to act in the capacity of sub-underwriters and are to be allowed or paid any additional discounts or commissions for acting in such capacity, Items 3-5 Form S-1 1759 a general statement to that effect will suffice without giving the additional amounts to be so paid. (c) Outline briefly the plan of distribution of any securities being registered which are to be offered otherwise than through underwriters. Item 3. Use of Proceeds to Registrant. State the principal purposes for which the net proceeds to the registrant from the securities to be offered are intended to be used, and the approximate amount intended to be used for each such purpose. Instructions. 1. Details of proposed expenditures are not to be given; for example, there need be furnished only a brief outline of any program of construction or addition of equipment. If any substantial portion of the proceeds has not been allocated for particular purposes, a statement to that effect shall be made together with a statement of the amount of proceeds not so allocated. 2. Include a statement as to the use of the actual proceeds if they are not sufficient to accomplish the purposes set forth and the order of priority in which they will be applied. However, such statement need not be made if the underwriting arrangements are such that, if any securities are sold to the public, it can be reasonably expected that the actual proceeds of the issue will not be substantially less than the estimated aggregate proceeds to the registrant as shown under Item 1. 3. If any material amounts of other funds are to be used in conjunction with the proceeds, state the amounts and sources of such other funds. If any material part of the proceeds is to be used to discharge a loan, the item is to be answered as to the use of the proceeds of the loan if the loan was made within one year; otherwise, it will suffice to state that the proceeds are to be used to discharge the indebtedness created by the loan. 4. If any material amount of the proceeds is to be used to acquire assets, otherwise than in the ordinary course of business, briefly describe the assets and give the names of the persons from whom they are to be acquired. State the cost of the assets to the registrant and the principle followed in determining such cost. Item 4. Sales Otherwise than for Cash. If any of the securities being registered are to be offered otherwise than for cash, state briefly the general purposes of the distribution, the basis upon which the securities are to be offered, the amount of compensation and other expenses of distribution, and by whom they are to be borne. Instruction. If the distribution is to be made pursuant to a plan of acquisition, reorganization, readjustment or succession, describe briefly the general effect of the plan and state when it became or is to become operative. As to any material amount of assets to be acquired under the plan, furnish information corresponding to that required by Instruction 4 of Item 3. See also General Instruction F. Item 5. Capital Structure. Furnish the information called for by the following table, in substantially the tabular form indicated, as to each class of securities of the registrant and each class of securities, other than those owned by the registrant or its totally-held subsidi 1760 Form S-1 Item 6 aries, of all subsidiaries whose financial statements are filed with the registration statement on either a consolidated or individual basis: Title class Amount authorized or to be authorized Amount outstanding as of a specified date within 90 days Amount to be Instructions. 1. Securities held by or for the account of the issuer thereof are not to be included in the amount outstanding, but the amount so held shall be stated in a note to the table. Also set forth in a note to the table a cross reference to the note in the financial statements containing information concerning the extent of obligations under leases on real property. 2. Indebtedness evidenced by drafts, bills of exchange, bankers' acceptances or promissory notes may be set forth in a single aggregate amount under an appropriate caption such as "Sundry Indebtedness." 3. A registrant may, at its option, include in the table the capital share liability in dollars, as well as the amount, of each class of shares shown in the table, together with capital surplus and earned surplus. Surplus shall be shown in the same manner as in the balance sheet of the registrant, or in the consolidated balance sheet of the registrant and subsidiaries, if such a consolidated balance sheet is included in the prospectus. Item 6. Summary of Earnings. Furnish in comparative columnar form a summary of earnings for the registrant or for the registrant and its subsidiaries consolidated, or both, as appropriate, for each of the last five fiscal years of the registrant (or for the life of the registrant and its immediate predecessors, if less) and for any period between the end of the latest of such fiscal years and the date of the latest balance sheet furnished, and for the corresponding period of the preceding fiscal year. In connection with such summary, whenever necessary, reflect information or explanation of material significance to investors in appraising the results shown, or refer to such information or explanation set forth elsewhere in the prospectus. Instructions. 1. Include comparable data for any additional fiscal years necessary to keep the summary from being misleading. Subject to appropriate variation to conform to the nature of the business or the purpose of the offering, the following items shall be included: net sales or operating revenues; cost of goods sold or operating expenses (or gross profit); interest charges; income taxes; net income; special items; and net income and special items. The summary shall reflect the retroactive adjustment of any material items affecting the comparability of the results. See Item 21(b). 2. If common stock is being registered, the summary shall be prepared to present earnings applicable to common stock. Per share earnings and dividends declared for each period of the summary shall also be included unless inappropriate. 3. A registrant which is engaged primarily (i) in the generation, transmission or distribution of electricity, the manufacture, mixing, transmission or distribution of gas, the supplying or distribution of water or in furnishing telephone or telegraph services or (ii) in holding securities in such companies, may, at its option, include a summary for a |