not been completed under said Act with respect to the deposited shares, prior to delivery of the deposited shares to Purchaser by escrow agent, (i) Corporation and Purchaser will advise escrow agent that Corporation and Purchaser have instructed the transfer agent for the deposited shares to the effect that no transfer of the deposited shares shall be made unless a registration statement under the Securities Act of 1933, as amended, with respect to such shares is in effect or an exemption from the registration requirements of such Act is in fact applicable to such shares and (ii) Corporation shall impress upon the face of the certificate or certificates representing the deposited shares and upon all certificates issued in exchange therefor the following legend: "No sale, offer to sell or transfer of the shares represented by this certificate shall be made unless a registration statement under the Federal Securities Act of 1933, as amended, with respect to such shares is then in effect or an exemption from the registration requirements of such Act is then in fact applicable to such shares." 5. The fee of the escrow agent for its services hereunder shall be $. the execution of this agreement, to be borne by 6. payable at the time of In performing any of its duties hereunder, the escrow agent shall not incur any liability to anyone for any damages, losses, or expenses except for willful default or negligence, and it shall accordingly not incur any such liability with respect (i) to any action taken or omitted in good faith upon advice of its counsel or counsel for the Corporation given with respect to any questions relating to the duties and responsibilities of the escrow agent under this agreement, or (ii) to any action taken or omitted in reliance upon any instrument, including the written advices provided for herein, not only as to its due execution and the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, which the escrow agent shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform with the provisions of this agreement. 7. The Corporation and Purchaser, jointly and severally, hereby agree to indemnify and hold harmless escrow agent against any and all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and counsel fees and disbursements, which may be imposed upon escrow agent or incurred by escrow agent in connection with its acceptance of appointment of escrow agent hereunder, or the performance of its duties hereunder, including any litigation arising from this agreement or involving the subject matter hereof or the shares deposited hereunder. IN WITNESS WHEREOF, (Corporation) and (escrow agent) (Purchaser) caused this agreement to be executed by their respective officers, thereunto duly authorized, have has signed this agreement as of the day and year first above written. (Corporation) By: (Title) (Escrow Agent) (Title) (1.S.) 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: 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. A. 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. B. 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. 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. PART 1-INFORMATION REQUIRED IN PROSPECTUS Item 1. Item 2. Item 3. Forepart of the 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). 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). 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 5. Item 6. Item 7. Furnish the information required by Item 504 of Regulation S-K (§229.504 of this chapter). Furnish the information required by Item 505 of Regulation S-K (§229.505 of this chapter). Dilution. Furnish the information required by Item 506 of Regulation S-K (§229.506 of this chapter). Furnish the information required by Item 507 of Regulation S-K (§229.507 of this chapter). 74 Item 8. Item 9. Item 10. Item 11. Item 12. Plan of Distribution. Furnish the information required by Item 508 of Regulation S-K (§229.508 of this chapter). Furnish the information required by Item 202 of Regulation S-K (§229.202 of this chapter). Furnish the information required by Item 509 of Regulation S-K (§229.509 of this chapter). Information with Respect to the Registrant. Furnish the following information with respect to the registrant: (a) Information required by Item 101 of Regulation S-K (§229.101 of this chapter), description of business; (e) Financial statements meeting the requirements of Regulation S-X (17 CFR Part 210) (Schedules required under (f) Information required by Item 301 of Regulation S-K (§229.301 of this chapter), selected financial data; (g) Information required by Item 302 of Regulation S-K (§229.302 of this chapter), supplementary financial information; (h) Information required by Item 303 of Regulation S-K (§229.303 of this chapter), management's discussion and analysis of financial condition and results of operations; (i) Information required by Item 304 of Regulation S-K (§229.304 of this chapter), changes in and disagreements with accountants on accounting and financial disclosure; (i) Information required by Item 401 of Regulation S-K (§229.401 of this chapter), directors and executive officers; (k) Information required by Item 402 of Regulation S-K (§229.402 of this chapter), executive compensation; (1) Information required by Item 403 of Regulation S-K (§229.403 of this chapter), security ownership of certain beneficial owners and management; and (m) Information required by Item 404 of Regulation S-K (§229.404 of this chapter), certain relationships and related transactions. 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). 75 Item 14. Item 15. Item 16. Item 17. Furnish the information required by Item 511 of Regulation S-K (§229.511 of this chapter). Furnish the information required by Item 702 of Regulation S-K (§229.702 of this chapter). Furnish the information required by Item 701 of Regulation S-K ($229.701 of this chapter). (a) Subject to the rules regarding incorporation by reference, furnish the exhibits as required by Item 601 of Regu- (b) Furnish the financial statement schedules required by Regulation S-X (17 CFR Part 210) and Item 11(e) of this Form. These schedules shall be lettered or numbered in the manner described for exhibits in paragraph (a). Undertakings. Furnish the undertakings required by Item 512 of Regulation S-K (§229.512 of this chapter). SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant 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 (Registrant) By (Signature and Title) 19 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) |