Rule 12b-30. Additional Exhibits.

The registrant may file such exhibits as it may desire, in addition to those required by the appropriate form. Such exhibits shall be so marked as to indicate clearly the subject matters to which they refer.

Rule 12b-31. Omission of Substantially Identical Documents.

In any case where two or more indentures, contracts, franchises, or other documents required to be filed as exhibits are substantially identical in all material respects except as to the parties thereto, the dates of execution, or other details, the registrant need file a copy of only one of such documents, with a schedule identifying the other documents omitted and setting forth the material details in which such documents differ from the document of which a copy is filed. The Commission may at any time in its discretion require the filing of copies of any document so omitted.

Rule 12b-32. Incorporation of Exhibits by Ref

erence.

(a) Any document or part thereof filed with the Commission pursuant to any Act administered by the Commission may be incorporated by refer

ence as an exhibit to any application or filed with the Commission by the same or any person. Any document or part thereof with an exchange pursuant to the Act may corporated by reference as an exhibit to ar plication or report filed with the exchange b same or any other person.

(b) If any modification has occurred in the of any document incorporated by reference the filing thereof, the registrant shall file with reference a statement containing the text of such modification and the date thereof.

Rule 12b-33. Annual Reports to Other Fed Agencies.

Notwithstanding any rule or other require to the contrary, whenever copies of an ann port by a registrant to any other Federal ag are required or permitted to be filed as an en to an application or report filed by such reg with the Commission or with a securities exch only one copy of such annual report need be i with the Commission and one copy thereof each such exchange, provided appropriate ence to such copy is made in each copy of the plication or report filed with the Commissic with such exchange.

Rule 12b-35. Use of Registration Statement Under Securities Act of 1933.

(a) Any registrant which has effective under the Securities Act of 1933 a registration statement filed on Form S-1 and not subject to any proceeding under section 8 of that Act or to an order entered thereunder may file an application for registration of securities on an exchange consisting of the following:

(1) The registration statement and all amendments thereto filed under the Securities Act of 1933, including financial statements and exhibits, or a composite of such statement as amended. However, any financial statements or exhibits not called for by the appropriate application form may be omitted.

(2) A description of the securities being registered, as required by the appropriate application form, unless they are of the same class as those

registered under the statement referred to ins paragraph (1) above.

(3) Any financial statements or exhibit quired by the appropriate application form are not contained in the statement referred subparagraph (1) above.

(4) The approximate number of holdes record of each class of stock of the registr of the latest practicable date.

(b) If the registrant has no securities s and registered on the particular exchange, the plication shall also include as exhibits the s semi-annual and current reports which would been required if securities of the registrat become listed and registered on such exch the effective date of the registration state referred to in subparagraph (a) (1) above. the registrant has filed reports pursuant to 13 or 15 (d) of the Act, it may file with the

cation copies of the reports filed pursuant to t section subsequent to the effective date of h registration statement, in lieu of the reports erred to in the preceding sentence.

c) If the application for registration is filed re than one year after the effective date of the istration statement referred to in subparaph (a) (1) above, the information called for items 3 and 4 of Form 10 shall be included in application. If the application is filed within year after the effective date of such registra

statement or within one year after the end the fiscal year covered by the latest annual ret furnished pursuant to paragraph (b), the lication shall include a brief description of ' materially important changes not previously orted, in the business of the registrant and its sidiaries since the effective date of the registion statement, or since the end of the fiscal r covered by such annual report, as the case y be, including, in the case of an extractive pany, any material changes in the reserves of h company. This paragraph shall not apply, vever, if the registrant has securities listed registered on any national securities exchange. d) An application for registration filed purnt to this rule shall be filed under cover of the ing sheet of the appropriate application form I shall be signed in accordance with the rerements of that form. Except as otherwise vided in this rule, all pertinent provisions hese General Rules and Regulations relating he preparation and filing of applications for istration shall apply to applications filed purnt to this rule. The following statement

list of contents shall be set forth on the first e of the application immediately following facing page thereof:

HIS APPLICATION IS FILED PURSUANT TO E 12b-35 OF THE GENERAL RULES AND REGUIONS UNDER THE SECURITIES EXCHANGE

ACT OF 1934 AND CONSISTS OF THE FOLLOWING INFORMATION AND DOCUMENTS:

(List the contents of the application for registration, commencing with the registration statement under the Securities Act of 1933, identifying it by file number and effective date.)

(e) In copies of the application filed with the Commission the registrant shall incorporate by reference the registration statement referred to in subparagraph (a) (1) and any reports required by paragraph (b) which are on file with the Commission. If such registration statement or any such annual report incorporates by reference any financial statements or exhibits required by the appropriate form which are on file with the Commission but are not on file with the exchange, copies of the application filed with the exchange shall include copies of such financial statements or exhibits. Rule 12b-36 shall apply to financial statements filed as a part of, or incorporated by reference in, applications for registration filed pursuant to this rule.

(f) Notwithstanding any rule or regulation of the Commission to the contrary, the exhibits required by this form to be physically filed with the exchange may be in photocopy form. Rule 12b-36. Use of Financial Statements Filed Under Other Acts.

Where copies of certified financial statements filed under other Acts administered by the Commission are filed with an application or report, the accountant's certificate shall be manually signed or manually signed copies of the certificates shall be filed with the financial statements. Where such financial statements are incorporated by reference in an application or report, the written consent of the accountant to such incorporation by reference shall be filed with the application or report. Such consent shall be dated and signed manually.

le 12d1-1. Registration Effective as to Class or Series.

a) An application filed pursuant to section 12 and (c) of the Act for registration of a secu

on a national securities exchange shall be ned to apply for registration of the entire class

of such security. Registration shall become effective, as provided in section 12 (d) of the Act, (1) as to the shares or amounts of such class then issued, and (2), without further application for registration, upon issuance as to additional shares or amounts of such class then or thereafter authorized.

(1) Any of the terms or conditions of this rule have not been met with respect to such exemption; or

(2) At any time during the period of such exemption transactions have been effected on any such exchange in such warrant which (i) create or induce a false, misleading or artificial appearance of activity, (ii) unduly or improperly influence the market price, or (iii) make a price which does not reflect the true state of the market;

or

(3) Any other facts exist which make such denial or revocation necessary or appropriate in the public interest or for the protection of investors.

(f) If it appears necessary or appropriate in the public interest or for the protection of investors, the Commission may summarily suspend the exemption of such warrant pending the determination by the Commission whether such exemption shall be denied or revoked.

(g) Rule 10b-1 shall be applicable to any warrant exempted by this rule.

Rule 12a-5. Temporary Exemption of Substituted or Additional Securities.

(a) (1) Subject to the conditions of subparagraph (a) (2) of this rule, whenever the holders of a security admitted to trading on a national securities exchange (hereinafter called the original security) obtain the right, by operation of law or otherwise, to acquire all or any part of a class of another or substitute security of the same or another issuer, or an additional amount of the original security, then:

(A) all or any part of the class of such other or substituted security shall be temporarily exempted from the operation of section 12 (a) to the extent necessary to render lawful transactions therein on an issued or "when-issued" basis on any national securities exchange on which the original, the other or the substituted security is lawfully admitted to trading; and

(B) the additional amount of the original security shall be temporarily exempted from the operation of section 12 (a) to the extent necessary to render lawful transactions therein on a "whenissued" basis on any national securities exchange on which the original security is lawfully admitted to trading.

(2) The exemptions provided by subparag (a) (1) shall be available only if the foller conditions are met:

(A) a registration statement is in effect the Securities Act of 1933 to the extent requir to the security which is the subject of such e tion, or the terms of any applicable exer from registration under such Act have been plied with, if required;

(B) any stockholder approval necessary to 2 issuance of the security which is the subject c exemption, has been obtained; and

(C) all other necessary official action, c than the filing or recording of charter amende or other documents with the appropriate authorities, has been taken to authorize and a the issuance of the security which is the sub of such exemption.

(b) The exemption provided by this rule terminate on the earliest of the following d

(1) When registration of the exempt sec on the exchange becomes effective;

(2) When the exempt security is granted= listed trading privileges on the exchange;

(3) The close of business on the tenth day a (A) withdrawal of an application for registrat of the exempt security on the exchange; (B) drawal by the exchange of its certification approval of the exempt security for listings registration; (C) withdrawal of an applic for admission of the exempt security to un trading privileges on the exchange; or (D) sending to the exchange of notice of the entry an order by the Commission denying an app tion for admission of the exempt security to listed trading privileges on the exchange;

(4) The close of business on the one hund and twentieth day after the date on which "* exempt security was admitted by action of exchange to trading thereon as a security empted from the operation of section 12 (s) this rule, unless prior thereto an applia for registration of the exempt security or admission of the exempt security to unlisted ing privileges on the exchange has been filed.

(c) Notwithstanding paragraph (b), the C mission, having due regard for the public inte and the protection of investors, may at any extend the period of exemption of any securit

s rule or may sooner terminate the exemption on notice to the exchange and to the issuer of extension or termination thereof.

(d) The exchange shall file with the CommisIn a notification on Form 26 promptly after takg action to admit any security to trading under s rule; provided, however, that no notification

need be filed under this rule concerning the admission or proposed admission to trading of additional amounts of a class of security admitted to trading on such exchange.

(e) Rules 7c2-1 and 10b-1 shall be applicable to all securities exempted from the operation of section 12 (a) by this rule.

ile 12b-1. Scope of Regulation.

*The rules contained in this regulation shall govall applications for registrations pursuant section 12 of the Act and reports pursuant to ticns 13 and 15 (d) of the Act, including all endments to such applications and reports, expt that any provision in a form covering the ne subject matter as any such rule shall be ntrolling.

ule 12b-2. Definitions.

Unless the context otherwise requires, the folwing terms, when used in the rules contained in is regulation or in Regulation X-13A or X-15D in the forms for applications and reports purant to section 12, 13, or 15 (d) of the Act, shall ve the respective meanings indicated in this le:

Affiliate. An "affiliate" of, or a person "affilied" with, a specified person, is a person that rectly, or indirectly through one or more termediaries, controls, or is controlled by, or is ider common control with, the person specified. Amount. The term "amount," when used in gard to securities, means the principal amount relating to evidences of indebtedness, the numer of shares if relating to shares, and the number f units if relating to any other kind of security. Associate. The term "associate" used to indite a relationship with any person, means (1) any ›rporation or organization (other than the regisant or a majority-owned subsidiary of the regisant) of which such person is an officer or partner ris, directly or indirectly, the beneficial owner of O percent or more of any class of equity securities, 2) any trust or other estate in which such person as a substantial beneficial interest or as to which uch person serves as trustee or in a similar fiduciry capacity, and (3) any relative or spouse of

such person, or any relative of such spouse, who has the same home as such person or who is a director or officer of the registrant or any of its parents or subsidiaries.

Certified. The term "certified," when used in regard to financial statements, means certified by an independent public or independent certified public accountant or accountants.

Charter. The term "charter" includes articles of incorporation, declarations of trust, articles of association or partnership, or any similar instrument, as amended, effecting (either with or without filing with any governmental agency) the organization or creation of an incorporated or unincorporated person.

Control. The term "control" (including the terms "controlling," "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

Employee. The term "employee" does not include a director, trustee, or officer.

Fiscal Year. The term "fiscal year" means the annual accounting period or, if no closing date has been adopted, the calendar year ending year ending on December 31.

Majority-owned subsidiary. The term "majority-owned subsidiary" means a subsidiary more than fifty percent of whose outstanding securities representing the right, other than as affected by events of default, to vote for the election of directors, is owned by the subsidiary's parent and/or one or more of the parent's other majority-owned subsidiaries.

Material. The term "material," when used to qualify a requirement for the furnishing of information as to any subject, limits the information

required to those matters as to which an average prudent investor ought reasonably to be informed before buying or selling the security registered.

Parent. A "parent" of a specified person is an affiliate controlling such person directly, or indirectly through one or more intermediaries.

Predecessor. The term "predecessor" means a person the major portion of the business and assets of which another person acquired in a single succession or in a series of related successions in each of which the acquiring person acquired the major portion of the business and assets of the acquired person.

Previously filed or reported. The terms "previously filed" and "previously reported" mean previously filed with, or reported in, an application under section 12, a report under section 13 or 15 (d), a definitive proxy statement under section 14 of the Act, or a registration statement under the Securities Act of 1933; provided, that information contained in a report under section 15 (d) of the Act or in a registration statement under the Securities Act of 1933 shall be deemed to have been previously filed with, or reported to, an exchange only if such report or registration statement is filed with such exchange.

Principal underwriter. The term "principal underwriter" means an underwriter in privity of contract with the issuer of the securities as to which he is underwriter.

Promoter. The term "promoter" includes

(a) Any person who, acting alone or in conjunction with one or more other persons, directly or indirectly takes initiative in founding and organizing the business or enterprise of an issuer.

(b) Any person who, in connection with the founding and organizing of the business or enterprise of an issuer, directly or indirectly receives in consideration of services or property or both services and property 10 percent or more of any class of securities of the issuer or 10 percent or more of the proceeds from the sale of any class of such securities. However, a person who receives such securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not be deemed a promoter within the meaning of this paragraph if such person does not otherwise take part in founding and organizing the enterprise.

Prospectus. Unless otherwise specified or the

context otherwise requires, the term "prospe means a prospectus meeting the requiremen section 10 (a) of the Securities Act of 19 amended.

Registrant. The term "registrant" mess issuer of securities with respect to which ma plication or a report is being filed.

Share. The term "share" means a shar stock in a corporation or unit of interest in unincorporated person.

Significant subsidiary. The term "signin subsidiary" means a subsidiary meeting any of the following conditions:

(a) The assets of the subsidiary, or the in ments in and advances to the subsidiary by: parent and the parent's other subsidiaries, ifr exceed 15 percent of the assets of the parent and subsidiaries on a consolidated basis.

(b) The sales and operating revenues of a t subsidiary exceed 15 percent of the sales and erating revenues of its parent and the par subsidiaries on a consolidated basis.

(c) The subsidiary is the parent of one or m subsidiaries and, together with such subsidi would, if considered in the aggregate, constit a significant subsidiary.

Subsidiary. A "subsidiary" of a specified son is an affiliate controlled by such person rectly, or indirectly through one or more inte mediaries. (See also "majority-owned subs: iary", "significant subsidiary", and "totally-he subsidiary.")

Succession. The term "succession" means direct acquisition of the assets comprising ag business, whether by merger, consolidation, p chase, or other direct transfer. The term does include the acquisition of control of a business u less followed by the direct acquisition of its ? The term "succeed" and "successor" have me ings correlative to the foregoing.

Totally-held subsidiary. The term "total held subsidiary" means a subsidiary (a) substr tially all of whose outstanding securities owned by its parent and/or the parent's othe totally-held subsidiaries, and (b) which is indebted to any person other than its parent and or the parent's totally-held subsidiaries in amount which is material in relation to the p ticular subsidiary, excepting indebtedness r curred in the ordinary course of business which