Form S-1 - Registration Statement Under The Securities Act Of 1933 (Page 2 of 9) in pdf

Calculation of Registration Fee

Title of Each Class

Proposed Maximum

of Securities to

Amount to be

Offering

Aggregate

Amount of

be Registered

Registered

Price Per Unit

Offering Price

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.

GENERAL INSTRUCTIONS

I. Eligibility Requirements for Use of Form S-1

This Form shall be used for the registration under the Securities Act of 1933 ("Securities Act"); of securities of all registrants for

which no other form is authorized or prescribed, except that this Form shall not be used for securities of foreign governments or political

subdivisions thereof or asset-backed securities, as defined in 17 CFR 229.1101(c).

II. Application of General Rules and Regulations

Attention is directed to the General Rules and Regulations under the Securities Act, particularly those comprising Regulation

C (17 CFR 230.400 to 230.494) thereunder. That Regulation contains general requirements regarding the preparation and

filing of the registration statement.

Attention is directed to Regulation S-K (17 CFR Part 229) for the requirements applicable to the content of the non-financial

statement portions of registration statements under the Securities Act. Where this Form directs the registrant to furnish

information required by Regulation S-K and the item of Regulation S-K so provides, information need only be furnished to

the extent appropriate.

A registration statement filed (or submitted for confidential review) under Section 6 of the Securities Act (15 U.S.C. 77f) by an

emerging growth company, defined in Section 2(a)(19) of the Securities Act (15 U.S.C. 77b(a)(19)), prior to an initial public

offering may omit financial information for historical periods otherwise required by Regulation S-X (17 CFR Part 210) as of

the time of filing (or confidential submission) of the registration statement, provided that:

1. The omitted financial information relates to a historical period that the registrant reasonably believes will not be required

to be included in this Form at the time of the contemplated offering; and

2. Prior to the registrant distributing a preliminary prospectus to investors, the registration statement is amended to include

all financial information required by Regulation S-X at the date of the amendment.

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. 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.

Form S-1 - Registration Statement Under The Securities Act Of 1933 Page 2

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