Form S-1 - Registration Statement Under The Securities Act Of 1933 (Page 6 of 9) in pdf

paragraph (a)(1) above.

Note to Item 12(a). Attention is directed to Rule 439 (§230.439) regarding consent to use of material incorporated by reference.

(b) In addition to the incorporation by reference permitted pursuant to paragraph (a) of this Item, a smaller reporting company,

as defined in Rule 405 (17 CFR 230.405), may elect to incorporate by reference information filed after the effective date of the

registration statement. A smaller reporting company making this election must state in the prospectus contained in the registration

statement that all documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,

prior to the termination of the offering shall be deemed to be incorporated by reference into the prospectus.

(b)(1) The registrant must state:

(i) That it will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of

any or all of the reports or documents that have been incorporated by reference in the prospectus contained in the

registration statement but not delivered with the prospectus;

(ii) That it will provide these reports or documents upon written or oral request;

(iii) That it will provide these reports or documents at no cost to the requester;

(iv) The name, address, telephone number, and e-mail address, if any, to which the request for these reports or

documents must be made; and

(v) The registrant’s Web site address, including the uniform resource locator (URL) where the incorporated reports and

other documents may be accessed.

Note to Item 12(b)(1). If the registrant sends any of the information that is incorporated by reference in the prospectus contained in

the registration statement to security holders, it also must send any exhibits that are specifically incorporated by reference in that

information.

(2) The registrant must:

(i) Identify the reports and other information that it files with the SEC; and

(ii) State that the public may read and copy any materials it files with the SEC at the SEC’s Public Reference Room at 100

F Street, N.E., Washington, DC 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 the registrant is 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 ( ).

Item 12A. Disclosure of Commission Position on Indemnification for Securities Act Liabilities.

Furnish the information required by Item 510 of Regulation S-K (§229.510 of this chapter).

PART II—INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

Furnish the information required by Item 511 of Regulation S-K (§229.511 of this chapter).

Item 14. Indemnification of Directors and Officers.

Furnish the information required by Item 702 of Regulation S-K (§229.702 of this chapter).

Item 15. Recent Sales of Unregistered Securities.

Furnish the information required by Item 701 of Regulation S-K (§229.701 of this chapter).

Item 16. Exhibits and Financial Statement Schedules.

(a)

Subject to the rules regarding incorporation by reference, furnish the exhibits as required by Item 601 of Regulation S-K (§229.601

of this chapter).

Form S-1 - Registration Statement Under The Securities Act Of 1933 Page 6