Form SEC 1983 SEC 1983 Form F-3 - Registration Statement

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

(Translation of Registrant's name into English)

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

(Address and telephone number of Registrant’s principal executive offices)

(Name, address, and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public
If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, check the following box.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement number of the earlier effective registration statement for the
same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.

CALCULATION OF REGISTRATION FEE
Title of each
class of securities
to be registered

SEC 1983 (03-05)

Amount to be
registered

Proposed maximum
aggregate price
per unit

Proposed maximum
aggregate offering
price

Persons who respond to the collection of information contained in
this form are not required to respond unless the form displays a
currently valid OMB control number.

Amount of
registration fee

Note: Specific details relating to the fee calculation shall be furnished in notes to the table, including references to provisions of
Rule 457 (§230.457 of this chapter) relied upon, if the basis of the calculation is not otherwise evident from the information
presented in the table. If the filing fee is calculated pursuant to Rule 457(o) under the Securities Act, only the title of the class
of securities to be registered, the proposed maximum aggregate offering price for that class of securities and the amount of
registration fee need to appear in the “Calculation of Registration Fee” table (“Fee Table”). Where two or more classes of securities
are being registered pursuant to General Instruction II.C, however, the Fee Table need only specify the maximum aggregate
offering price for all classes; the Fee Table need not specify by each class the proposed maximum aggregate offering price (See
General Instruction II.C). Any difference between the dollar amount of securities registered for such offerings and the dollar
amount of securities sold may be carried forward on a future registration statement pursuant to Rule 429 under the Securities Act.
GENERAL INSTRUCTIONS
I. Eligibility Requirements for Use of Form F-3
This instruction sets forth registrant requirements and transaction requirements for the use of Form F-3. Any foreign
private issuer, as defined in Rule 405 (§230.405 of this chapter), which meets the requirements of I.A. below (the
“Registrant Requirements”) may use this Form for the registration of securities under the Securities Act of 1933 (the
“Securities Act”) which are offered in any transaction specified in I.B. below (the “Transaction Requirements”), provided
that the requirements applicable to the specified transaction are met. With respect to majority-owned subsidiaries, see
Instruction I.A.6. below.
In addition, this Form shall not be used for an offering of asset-backed securities, as defined in 17 CFR 229.1101.
A. Registrant Requirements
Except as set forth below, all registrants must meet the following conditions in order to use this Form F-3 for registration under
the Securities Act of securities offered in the transactions specified in I.B. below:
1.

The registrant has a class of securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the
“Exchange Act”) or has a class of equity securities registered pursuant to Section 12(g) of the Exchange Act or is required
to file reports pursuant to Section 15(d) of the Exchange Act and has filed at least one annual report on Form 20-F, on
Form 10-K, or, in the case of registrants described in General Instruction A(2) of Form 40-F, on Form 40-F under the
Exchange Act.

2.

The registrant: (a) has been subject to the requirements of Section 12 or 15(d) of the Exchange Act and has filed all the
material required to be filed pursuant to Sections 13, 14 or 15(d) of the Exchange Act for a period of at least twelve
calendar months immediately preceding the filing of the registration statement on this Form; and (b) has filed in a timely
manner all reports required to be filed during the twelve calendar months and any portion of a month immediately
preceding the filing of the registration statement and, if the registrant has used (during those twelve calendar months and
that portion of a month) Rule 12b-25(b) (§240.12b-25(b) of this chapter) under the Exchange Act with respect to a report
or a portion of a report, that report or portion thereof has actually been filed within the time period prescribed by the Rule.

3.

Neither the registrant nor any of its consolidated or unconsolidated subsidiaries have, since the end of their last
fiscal year for which certified financial statements of the registrant and its consolidated subsidiaries were included
in a report filed pursuant to Section 13(a) or 15(d) of the Exchange Act: (a) failed to pay any dividend or sinking
fund installment on preferred stock; or (b) defaulted (i) on any installment or installments on indebtedness for
borrowed money, or (ii) on any rental on one or more long term leases, which defaults in the aggregate are material
to the financial position of the registrant and its consolidated and unconsolidated subsidiaries, taken as a whole.

4.

If the registrant is a successor registrant, it shall be deemed to have met conditions l, 2 and 3 above if: (a) its
predecessor and it, taken together, do so, provided that the succession was primarily for the purpose of changing
the state or other jurisdiction of incorporation of the predecessor or forming a holding company and that the assets
and liabilities of the successor at the time of succession were substantially the same as those of the predecessor;
or (b) all predecessors met the conditions at the time of succession and the registrant has continued to do so since
the succession.

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5.

Majority-owned Subsidiaries. If a registrant is a majority-owned subsidiary, security offerings may be registered on this
Form if:
(i) the registrant-subsidiary itself meets the Registrant Requirements and the applicable Transaction Requirement;
(ii) the parent of the registrant-subsidiary meets the Registrant Requirements and the conditions of Transaction
Requirement B.2. (Offerings of Certain Debt or Preferred Securities) are met; or
(iii) the parent of the registrant-subsidiary meets the Registrant Requirements and the applicable Transaction Requirements
and fully and unconditionally guarantees the payment obligations on the securities being registered, and the
securities being registered are non-convertible securities.
Note: In the situation described in (iii) above, the parent-guarantor is the issuer of a separate security consisting of
the guarantee which must be concurrently registered but may be registered on the same registration statement as are
the guaranteed securities. Both the parent-guarantor and the subsidiary shall each disclose the information required
by this Form as if each were the only registrant except that if the subsidiary will not be eligible to file annual reports
on Form 20-F or Form 40-F after the effective date of the registration statement, then it shall disclose the information
specified in Form S-3 (§239.13 of this chapter). Rule 3-10 of Regulation S-X (§210.3-10 of this chapter) specifies
the financial statements required.

6.

Electronic filings. In addition to satisfying the foregoing conditions, a registrant subject to the electronic filing
requirements of Rule 101 of Regulation S-T (§§232.101 of this chapter) shall have filed with the Commission all required
electronic filings, including confirming electronic copies of documents submitted in paper pursuant to a hardship
exemption as provided by Rule 201 or Rule 202(d) of Regulation S-T (§232.201 or §232.202(d) of this chapter).

B. Transaction Requirements
Security offerings meeting any of the following conditions and made by registrants meeting the Registrant Requirements
above may be registered on this Form:
1.

Primary Offerings by Certain Registrants. Securities to be offered for cash by or on behalf of a registrant, provided that
the aggregate market value worldwide of the voting and non-voting common equity held by non-affiliates of the registrant
is the equivalent of $75 million or more. In the case of securities registered pursuant to this paragraph, the financial
statements included in this registration statement must comply with Item 18 of Form 20-F.
Instruction.
For the purposes of this Form, “common equity” is as defined in Securities Act Rule 405 (§230.405 of this chapter). The
aggregate market value of the registrant’s outstanding voting and non-voting common equity shall be computed by use
of 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 filing. See the definition
of “affiliate” in Securities Act Rule 405.

2.

Primary Offerings of Non-convertible Investment Grade Securities. Non-convertible securities to be offered for cash if
such securities are “investment grade securities.” A non-convertible security is an “investment grade security” if, at the
time of sale, at least one nationally recognized statistical rating organization (as that term is used in Rule 15c3-1(c)(2)(vi)(F)
under the Exchange Act (§240.15c3-1(c)(2)(vi)(F) of this chapter)) has rated the security in one of its generic rating
categories that signifies investment grade; typically, the four highest rating categories (within which there may be
subcategories or gradations indicating relative standing) signify investment grade. In the case of securities registered
pursuant to this paragraph, the financial statements included in this registration statement may comply with Item 17 or
18 of Form 20-F.

3.

Transactions Involving Secondary Offerings. Outstanding securities to be offered for the account of any person other
than the issuer, including securities acquired by standby underwriters in connection with the call or redemption by the
issuer of warrants or a class of convertible securities. In the case of such securities, the financial statements included in
this registration statement may comply with Item 17 or 18 of Form 20-F. In addition, Form F-3 may be used by affiliates
to register securities for resale pursuant to the conditions specified in General Instruction C to Form S-8 (§239.16b of
this chapter). In the case of such securities, the financial statements included in this registration statement must comply
with Item 18 of Form 20-F (§249.220f of this chapter).

4.

Rights Offerings, Dividend or Interest Reinvestment Plans, and Conversions or Warrants. Securities to be offered:

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(a) upon the exercise of outstanding rights granted by the issuer of the securities to be offered, if such rights are granted
pro rata to all existing securityholders of the class of securities to which the rights attach; or (b) pursuant to a dividend
or interest reinvestment plan; or (c) upon the conversion of outstanding convertible securities or upon the exercise of
outstanding transferable warrants issued by the issuer of the securities to be offered, or by an affiliate of such issuer. In
the case of securities registered pursuant to this paragraph, the financial statements included in this registration statement
may comply with Item 17 or 18 of Form 20-F. The registration of securities to be offered or sold in a standby underwriting
in the United States or similar arrangement is not permitted pursuant to this paragraph. See paragraphs (b)(1), (2) and
(3) of this section.
II. Application of General Rules and Regulations
A. Attention is directed to the General Rules and Regulations under the Securities Act, particularly Regulation C (§230.400 et
seq. of this chapter) thereunder. That Regulation contains general requirements regarding the preparation and filing of
registration statements.
B. Attention is directed to Regulation S-K (§229 of this chapter) and Form 20-F (§249.220f of this chapter) for the requirements
applicable to the content of registration statements under the Securities Act. Where this Form directs the Registrant to furnish
information required by Regulation S-K or Form 20-F and the Item of Regulation S-K or Form 20-F so provides, information
need only be furnished to the extent appropriate. Notwithstanding Items 501 and 502 of Regulation S-K, no table of contents
and cross-reference sheet are required to be included in the prospectus or the registration statement prepared on this Form.
In addition to the information expressly required to be included in a registration statement on this Form F-3, registrants also
may provide such other information as they deem appropriate.
C. 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 on a delayed or continuous basis pursuant to Rule 415(a)(1)(x) (§230.415(a)(1)(x) of this chapter), Rule 457(o)
(§230.457(o) of this chapter) permits the registration fee to be calculated on the basis of the maximum offering price of all
the securities listed in the “Calculation of Registration Fee” table (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
for each class information as to the amount to be registered, proposed maximum offering price per unit and proposed
maximum aggregate offering price.
D. A registrant must file the Form F-3 registration statement in electronic format via the Commission’s Electronic Data Gathering
and Retrieval System (EDGAR) in accordance with the EDGAR rules set forth in Regulation S-T (17 CFR Part 232), except that
a registrant that has obtained a hardship exception under Regulation S-T Rule 201 or 202 (17 CFR 232.201 or 232.202) may file
the registration statement in paper. For assistance with technical questions about EDGAR or to request an access code, call
the EDGAR Filer Support Office at (202) 942-8900. For assistance with questions about the EDGAR rules, call the Office of
EDGAR and Information Analysis at (202) 942-2940.
E.

The Form F-3 registration statement must be in the English language, as required by Regulation S-T Rule 306 (17 CFR 232.306)
for electronic filings and Securities Act Rule 403(c) (17 CFR 230.403(c)), generally. If the registration statement requires the
inclusion, as an exhibit or attachment, of a document that is in a foreign language, the registrant must provide instead either
an English translation or an English summary of the foreign language document in accordance with Securities Act Rule 403(c)
(17 CFR 230.403(c)) for both electronic and paper filings. The registrant may submit a copy of the unabridged foreign language
document along with the English translation or English summary as permitted by Regulation S-T Rule 306(b) (17 CFR 232.306(b))
for electronic filings or by Securities Act Rule 403(c)(4) (17 CFR 230.403(c)(4)) for paper filings.

III. Dividend or Interest Reinvestment Plans: Filing and Effectiveness of Registration Statement; Requests for
Confidential Treatment
Original registration statements on this Form F-3 solely with respect to securities offered pursuant to dividend or interest
reinvestment plans shall become effective automatically upon filing (Rule 456, §230.456 of this chapter) pursuant to the
provisions of Section 8(a) of the Act (Rule 462, §230.462 of this chapter). Post-effective amendments to such a registration
statement on this Form shall become effective upon the date of filing (Rule 464, §230.464 of this chapter). Delaying
amendments are not permitted in connection with either original filings or amendments on such a registration statement
(Rule 473(d), §239.473(d) of this chapter), and any attempt to interpose a delaying amendment of any kind will be
ineffective. All filings made on or in connection with this Form become public upon filing with the Commission. As a result,

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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 the registration 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
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 statement in reliance on Rule 430A that the registrant
chooses to include in the new registration statement. The information contained in such a Rule 462(b) registration statement shall
be deemed to be a part of the earlier registration statement as of the date of effectiveness of the Rule 462(b) registration statement.
Any opinion or consent required in the Rule 462(b) registration statement may be incorporated by reference from the earlier
registration statement with respect to the offering, if: (i) such opinion or consent expressly provides for such incorporation; and
(ii) such opinion relates to the securities registered pursuant to Rule 462(b). See Rule 411(c) and Rule 439(b) under the Securities
Act.

PART I—INFORMATION REQUIRED IN PROSPECTUS
Item 1. Forepart of the Registration Statement and Outside Front Cover Page of Prospectus.
Set forth in the forepart of the registration statement and on outside front cover page of the prospectus the information
required by Item 501 of Regulation S-K (§229.501 of this chapter).
Item 2. Inside Front and Outside Back Cover Pages of Prospectuses.
Set forth on the inside front cover page of the prospectus or, where permitted, on the outside back cover page, the
information required by Item 502 of Regulation S-K (§229.502 of this chapter).
Item 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges.
Furnish the information required by Item 503 of Regulation S-K (§229.503 of this chapter).
Item 4. Information About the Offering.
Furnish the information about the offering required by the following items of Form 20-F: Item 2 (Offer Statistics and
Expected Timetable), Item 3.B (Capitalization and Indebtedness), Item 3.C (Reasons for the Offer and Use of Proceeds),
Item 7.C (Interests of Experts and Counsel), Item 9 (The Offer and Listing), Item 10 (Addittional Information) and Item
12 (Description of Securities Other than Equity Securities). You do not have to repeat in the prospectus any information
called for by these items if the same information is contained in a report being incorporated by reference into this
registration statement.
Item 5. Material Changes.
(a) Describe any and all material changes in the registrant’s affairs that have occurred since the end of the latest fiscal year for
which certified financial statements are included in this registration statement in accordance with Item 6 of this Form and
that have not been described in a report on Form 6-K (§249.306 of this chapter), Form 10-Q (§249.308a of this chapter) or
Form 8-K (§249.308 of this chapter) filed under the Exchange Act and incorporated by reference pursuant to Item 6 of this
Form.
(b) (1) Include in the prospectus, if not included in documents incorporated by reference into the prospectus pursuant to Item
6 or a prospectus previously filed pursuant to Rule 424(b) or (c) under the Securities Act or, where no prospectus was

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required to be filed pursuant to Rule 424(b), the prospectus included in the registration statement at effectiveness, or a
Form 6-K filed during either of the two preceding years:
(i)

information required by Rule 3-05 and Article 11 of Regulation S-X (§210 of this chapter) where the registrant
has effected or is about to effect a transaction for which such information is required;

(ii) restated financial statements if there has been a change in accounting principles or a correction of an error
where such change or correction requires a material retroactive restatement of fmancial statements;
(iii) restated financial statements where one or more business combinations accounted for by the pooling of interest
method of accounting have been consummated subsequent to the most recent fiscal year and the acquired
businesses, considered in the aggregate, are significant under Rule 11-01(b); or
(iv) any financial information required because of a material disposition of assets outside the normal course of
business.

(2) If the financial statements included in this registration statement in accordance with Item 6 are not sufficiently current to
comply with the requirements of Item 8.A of Form 20-F, financial statements necessary to comply with that rule shall be
presented (i) directly in the prospectus, (ii) through incorporation by reference of a Form 6-K identified in the prospectus
as containing such financial statements, or (iii) through incorporation by reference of an amended Form 20-F, Form 40-F
or Form 10-K, in which case the prospectus shall disclose that the Form 20-F, Form 40-F or Form 10-K has been so amended.
Instruction
Financial statements or information required to be furnished by this Item shall be reconciled pursuant to either Item 17
or 18 of Form 20-F, whichever is applicable to the primary financial statements.
Item 6. Incorporation of Certain Information by Reference.
(a) The registrant’s latest Form 20-F, Form 40-F, Form 10-K or Form 10 filed pursuant to the Exchange Act shall be incorporated
by reference. Any report on Form 10-Q or Form 8-K filed since the date of filing of the annual report incorporated by reference
also shall be incorporated by reference. If capital stock is to be registered and securities of the same class are registered under
Section 12 of the Exchange Act, the description of such class of securities which is contained in a registration statement filed
under the Exchange Act, including any amendment or reports filed for the purpose of updating such description, shall be
incorporated by reference.
Instruction
If the registrant’s latest filing on Form 20-F, Form 40-F or Form 10-K is amended to include the information specified in Item
18 of Form 20-F, the prospectus shall state that the Form 20-F, Form 40-F or Form 10-K has been so amended. Reference
is made to the Transaction Requirements in General Instruction I.B. that, in some cases, require the financial statements in
the Form 20-F, Form 40-F or Form 10-K to comply with Item 18 of Form 20-F as a condition for eligibility to use Form F-3.
(b) The prospectus shall also state that all subsequent annual reports filed on Form 20-F, Form 40-F or Form 10-K, and all
subsequent filings on Forms 10-Q and 8-K filed by the registrant pursuant to the Exchange Act, prior to the termination of
the offering, shall be deemed to be incorporated by reference into the prospectus.
(c) The registrant may incorporate by reference any Form 6-K meeting the requirements of this Form. If the registrant intends
to incorporate any Form 6-K subsequently submitted to the Commission, the prospectus shall state that the registrant may
incorporate such Forms 6-K by identifying in such Forms that they are being incorporated by reference into this Form.
(d) You must state
(1) that you will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any
or all of the information that has been incorporated by reference in the prospectus but not delivered with the prospectus;
(2) that you will provide this information upon written or oral request;

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(3) that you will provide this information at no cost to the requester; and
(4) the name, address, and telephone number to which the request for this information must be made.
Note to Item 6(d). If you send any of the information that is incorporated by reference in the prospectus to security holders,
you also must send any exhibits that are specifically incorporated by reference in that information.
(e) You must
(1) identify the reports and other information that you file with the SEC; and
(2) state that the public may read and copy any materials you file with the SEC at the SEC’s Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. State that the public may obtain information on the operation of the Public Reference
Room by calling the SEC at 1-800-SEC-0330. If you are an electronic filer, state that the SEC maintains an Internet site that
contains reports, proxy and information statements, and other information regarding issuers that file electronically with
the SEC and state the address of that site (http://www.sec.gov). You are encouraged to give your Internet address, if
available.
Instructions
1. Attention is directed to the requirements of Section 10(a)(3) of the Securities Act.
2. Attention is directed to Rule 439 (§230.439 of this chapter) regarding consent to use material incorporated by reference.
Item 7. Disclosure of Commission Position on Indemnification for Securities Act Liabilities.
Furnish the information required by Item 510 of Regulations S-K (§229.510 of this chapter).

PART II—INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors and Officers.
Furnish the information required by Item 702 of Regulation S-K (§229.702 of this chapter).
Item 9. Exhibits.
Subject to the rules regarding incorporation by reference, furnish the exhibits required by Item 601 of Regulation S-K
(§229.601 of this chapter).
Item 10. Undertakings.
Furnish the undertakings required by Item 512 of Regulation S-K (§229.512 of this chapter).

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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of ____________________________________ ,
State of _________________________________________________ , on _____________________________ , 20_______ .

(Registrant)
By
(Signature)

(Title)
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons
in the capacities and on the dates indicated.

(Signature)

(Title)

(Date)

(Signature)

(Title)

(Date)
Instructions.
l.

The registration statement shall be signed by the registrant, its principal executive officer or officers, its principal financial
officer, its controller or principal accounting officer, at least a majority of the board of directors or persons performing similar
functions, and its authorized representative in the United States. Where the registrant is a limited partnership, the registration
statement shall be signed by a majority of the board of directors of any corporate general partner signing the registration
statement.

2.

The name of each person who signs the registration statement shall be typed or printed beneath his signature. Any person
who occupies more than one of the specified positions shall indicate each capacity in which he signs the registration statement.
Attention is directed to Rule 402 concerning manual signatures and Item 601 of Regulation S-K concerning signatures
pursuant to powers of attorney.

3.

Where eligibility for use of the Form is based on the assignment of a security rating pursuant to General Instruction I.B.2.,
the registrant may sign the registration statement notwithstanding the fact that such security rating has not been assigned by
the filing date, provided that the registrant reasonably believes, and so states, that the security rating requirement will be met
by the time of sale.
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