Form SEC 1981 SEC 1981 Form F-1 - Registration Statement

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

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FORM F-1
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)

___________________________________
(Primary Standard Industrial
Classification Code Number)

___________________________________
(I.R.S. Employer

Identification No.)

_________________________________________________________________________________________________________________________
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
_________________________________________________________________________________________________________________________
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: __________________________________________________________
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, 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 this Form is a post-effective amendment filed pursuant to Rule 462(d) 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

Amount to be
registered

Proposed maximum
offering price
per unit

Proposed maximum
aggregate offering
price

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. 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.

SEC 1981 (03-05)

Persons who respond to the collection of information contained in
this form are not required to respond unless the form displays a
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GENERAL INSTRUCTIONS

I.

Eligibility Requirements for Use of Form F-1

A. Form F-1 shall be used for registration under the Securities Act of 1933 (“Securities Act”) of securities of all foreign private
issuers as defined in Rule 405 (§230.405 of this chapter) for which no other form is authorized or prescribed.
In addition, this form shall not be used for an offering of asset-backed securities, as defined in 17 CFR 229.1101.
B.

If a registrant is a majority-owned subsidiary, which does not itself meet the conditions of these eligibility requirements, it shall
nevertheless be deemed to have met such conditions if its parent meets the conditions and if the parent fully guarantees the
securities being registered as to principal and interest. Note: In such an instance 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 after the effective date of the registration statement, then it shall disclose the information specified in Forms
S-1 (§239.11 of this chapter). Rule 3-10 of Regulation S-X (§210.3-10 of this chapter) specifies the financial statements
required.

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 (§229.22 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.

III. Exchange Offers
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 Item 11 if the securities of such other issuer were registered on this Form. If
such other issuer is not eligible to use this Form F-1, then the prospectus shall include the information which would be required by
Item 11 of Form S-1 (§239.11 of this chapter) if the securities of such other issuer were being registered on Form S-1. There shall
also be included the information concerning such securities of such other issuer which would be called for by Item 9 if such securities
were being registered. In connection with this instruction, reference is made to Rule 409 (§229.501 of this chapter).
IV. Roll-up Transactions
If the securities to be registered on this Form will be issued in a roll-up transaction as defined in Item 901(c) of Regulation
S-K (17 CFR 229.901(c)), attention is directed to the requirements of Form S-4 applicable to roll-up transactions, including, but
not limited to, General Instruction I.
V. 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 Registration Statement and Outside Front Cover Page of Prospectus.

Set forth in the forepart of the registration statement and on the outside front cover page of the prospectus the information required

by Item 501 of Regulation S-K (§229.501 of this chapter).

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Item 2. Inside Front and Outside Back Cover Pages of Prospectus.
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 with Respect to the Registrant and the Offering.
Furnish the following information with respect to the Registrant.
a.

Information required by Part I of Form 20-F.

b.

Information required by Item 18 of Form 20-F (Schedules required under Regulation S-X shall be filed as “Financial
Statement Schedules Pursuant to Item 8, Exhibit and Financial Statement Schedules, of this Form), as well as any
information required by Rule 3-05 and Article 11 of Regulation S-X, except as permitted by (c) below:

c.

Information required by Item 17 of Form 20-F may be furnished in lieu of the information specified by Item 18 thereof
if the only securities being registered are non-convertible securities that are “investment grade securities,” as defined
below, or the only securities to be registered are to be offered:
1.

upon the exercise of outstanding rights granted by the issuer of the securities to be offered, if such rights are granted
on a pro rata basis to all existing security holders of the class of securities to which the rights attach and there is no
standby underwriting in the United States or similar arrangement; or

2.

pursuant to a dividend or interest reinvestment plan; or

3.

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.

Instructions
1.

Attention is directed to section 10(a)(3) of the Securities Act.

2.

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 has rated the
security in one of its generic rating categories (within which there may be sub-categories or gradations indicating relative
standing) signify investment grade.

Item 5. Disclosure of Commission Position on Indemnification for Securities Act Liabilities.
Furnish the information required by Item 510 of Regulation S-K.
PART II — INFORMATION NOT REQUIRED IN PROSPECTUS
Item 6. Indemnification of Directors and Officers.
Furnish the information required by Item 702 of Regulation S-K.
Item 7. Recent Sales of Unregistered Securities.
Furnish the information required by Item 701 of Regulation S-K.
Item 8. Exhibits and Financial Statement Schedules.
a.

Subject to the rules regarding incorporation by reference, furnish the exhibits required by Item 601 of Regulation S-K.

b.

Furnish financial statement schedules required by Regulation S-X and Item 4(b) of this Form. These schedules shall be
lettered or numbered in the manner described for exhibits in paragraph (a).

Item 9. Undertakings.

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Furnish the undertakings required by Item 512 of Regulation S-K.
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-1 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 and 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)

_____________________________________________________________________________________________________________

Instructions
1.

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.
INSTRUCTIONS AS TO SUMMARY PROSPECTUSES

1.

A summary prospectus used pursuant to Rule 431 (§230.431 of this chapter), shall at the time of its use contain such of the
information specified below as is then included in the registration statement. All other information and documents contained
in the registration statement may be omitted.
(a) As to Item 1, the aggregate offering price to the public, the aggregate underwriting discounts and commissions and the
offering price per unit to the public;
(b) As to Item 2, a statement concerning the enforceability of civil liabilities against foreign persons [Item 502(f) of
Regulation S-K (§229.502 of this chapter)];
(c) i.
ii.

a brief statement of the principal purposes for which the proceeds are to be used;
a statement as to the amount of the offering, if any, to be made for the account of security holders;

iii. the name of the managing underwriter or underwriters and a brief statement as to the nature of the underwriter’s
obligation to take the securities; if any securities to be registered are to be offered otherwise than through
underwriters, a brief statement as to the manner of distribution; and, if securities are to be offered otherwise than for
cash, a brief statement as to 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;
iv. a brief statement as to dividend rights, voting rights, conversion rights, interest, maturity, exchange controls, tax
treaties, limitations on ownership or voting;
v.

As to Item 4, a brief statement of the general character of the business done and intended to be done, the Selected
Financial Data (Item 3.A of Form 20-F ( 249.220f of this chapter) ) and a brief statement of the nature and present
status of any material pending legal proceedings; and

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(d)

A tabular presentation of notes payable, long term debt, deferred credits, minority interests, if material, and the equity
section of the latest balance sheet filed, as may be appropriate.

2.

The summary prospectus shall not contain a summary or condensation of any other required financial information except as
provided above.

3.

Where securities being registered are to be offered in exchange for securities of any other issuer, the summary prospectus
also shall contain that information specified in paragraphs 1.(c)(iv) and 1.(c)(v) above which would be required if the
securities of such other issuer were registered on this Form or Form S-1 according to General Instruction III.

4.

The Commission may, upon request of the registrant, and where consistent with the protection of investors, permit the
omission of any of the information herein required or the furnishing in substitution thereof of appropriate information of
comparable character. The Commission may also require the inclusion of other information in addition to, or in substitution
for, the information herein required in any case where such information is necessary or appropriate for the protection of
investors.

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