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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
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Form S-8 |
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933 |
_______________________________________________________
(Exact name of registrant as specified in its charter)
_______________________________ ___________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
_________________________________________________________
(Full title of the plan)
_________________________________________________________
(Name and address of agent for service)
_________________________________________________________
(Telephone number, including area code, of agent for
service)
CALCULATION OF REGISTRATION FEE
|
Title of each class of securities to be
registered |
Amount to be registered |
Proposed maximum offering price per share |
Proposed maximum aggregate offering price |
Amount of registration fee |
Notes:
1. If plan interests are being registered, include the following: In
addition, pursuant to Rule
416(c) under the Securities Act of 1933, this registration statement also
covers an indeterminate amount of interests to be offered or sold pursuant to
the employee benefit plan(s) described herein.
2. 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.
General Instructions
A. Rule as to Use of Form S-8.
- Any registrant that, immediately prior to the time of filing a
registration statement on this Form, is subject to the requirement to file
reports pursuant to Section 13 or
15(d) of
the Securities Exchange Act of 1934 ("Exchange Act"), and has filed all
reports and other materials required to be filed by such requirements during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports and materials), may use this form for
registration under the Securities Act of 1933 ("Act") of the following
securities:
- Securities of the registrant to be offered under any employee benefit
plan to its employees or employees of its subsidiaries or parents. For
purposes of this form, the term "employee benefit plan" is defined in Rule 405
of Regulation C.
- For purposes of this form, the term "employee" is defined as any
employee, director, general partner, trustee (where the registrant is a
business trust), officer, or consultant or advisor. Form S-8 is available
for the issuance of securities to consultants or advisors only if:
- They are natural persons;
- They provide bona fide services to the registrant; and
- The services are not in connection with the offer or sale of
securities in a capital-raising transaction, and do not directly or
indirectly promote or maintain a market for the registrant's
securities.
- In addition, the term "employee" includes insurance agents who are
exclusive agents of the registrant, its subsidiaries or parents, or derive
more than 50% of their annual income from those entities.
- The term "employees" also includes former employees as well as
executors, administrators or beneficiaries of the estates of deceased
employees, guardians or members of a committee for incompetent former
employees, or similar persons duly authorized by law to administer the
estate or assets of former employees. The inclusion of all individuals
described in the preceding sentence in the term "employee" is only to
permit registration on Form S-8 of:
- the exercise of employee benefit plan stock options and the
subsequent sale of the securities, if these exercises and sales are
permitted under the terms of the plan; and
- the acquisition of registrant securities pursuant to intra-plan
transfers among plan funds, if these transfers are permitted under the
terms of the plan.
- The term "registrant" as used in this Form means the company whose
securities are to be offered pursuant to the plan, and also may mean the
plan itself.
- The form also is available for the exercise of employee benefit plan
options and the subsequent resale of the underlying securities by an
employee's family member who has acquired the options from the employee
through a gift or a domestic relations order. For purposes of this form,
"family member" includes any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
or sister-in-law, including adoptive relationships, any person sharing the
employee's household (other than a tenant or employee), a trust in which
these persons have more than fifty percent of the beneficial interest, a
foundation in which these persons (or the employee) control the management
of assets, and any other entity in which these persons (or the employee)
own more than fifty percent of the voting interests. Form S-8 is not
available for the exercise of options transferred for value. The following
transactions are not prohibited transfers for value:
- a transfer under a domestic relations order in settlement of marital
property rights; and
- a transfer to an entity in which more than fifty percent of the
voting interests are owned by family members (or the employee) in
exchange for an interest in that entity.
- Interests in the above plans, if such interests constitute securities
and are required to be registered under the Act. (See Release No. 33-6188
(February 1, 1980) and Section 3(a)(2) of the Act.)
- Where interests in a plan are being registered and the plan's latest
annual report filed pursuant to Section 15(d) of the Exchange Act is to be
incorporated by reference pursuant to the requirements of Form S-8, the Plan
shall either: (i) have been subject to the requirement to file reports
pursuant to Section 15(d) and shall have filed all reports required to be
filed by such requirements during the preceding 12 months (or for such shorter
period that the plan was required to file such reports); or (ii) if the plan
has not previously been subject to the reporting requirements of Section
15(d), concurrently with the filing of the registration statement on Form S-8,
the plan shall file an annual report for its latest fiscal year (or if the
plan has not yet completed its first fiscal year, then for a period ending not
more than 90 days prior to the filing of this registration statement),
provided that if the plan has not been in existence for at least 90
days prior to the filing date, the requirement to file an employee plan annual
report concurrently with the Form S-8 registration statement shall not
apply.
- Electronic filings. In addition to satisfying the foregoing
conditions, a registrant subject to the electronic filing requirements of Rule
101 of Regulation S-T shall have filed with the Commission all required
electronic filings, including confirming electronic copies of documents
submitted in paper pursuant to a hardship exemption as provided by Rule
201 or Rule
202(d) of Regulation S-T and
B. Application of General Rules and Regulations
- Attention is directed to the General Rules and Regulations under the Act,
particularly those comprising Regulation C
thereunder (17 CFR 230.400 to 230.499). That Regulation contains general
requirements regarding the preparation and filing of registration statements.
However, any provision in this form covering the same subject matter as any
such requirement shall be controlling unless otherwise specifically provided
in Regulation C (see 230.400).
- Attention is directed to Regulation S-K
(17 CFR Part 229) for the requirements applicable to the content of the
non-financial portions of registration statements under the Act. Where this
form directs the registrant to furnish information required by any item of
Regulation S-K, information need only be furnished to the extent appropriate.
- A "small business issuer," defined in 230.405, shall refer to the
disclosure items in Regulation S-B
(17 CFR 228.10 et seq.) and not Regulation S-K (17 CFR 229.10 et seq.).
C. Reoffers and Resales
- Securities. Reoffers and resales of the following securities may be
made on a continuous and delayed basis in the future, as provided by Rule
415 ( 230.415), pursuant to a registration statement on this form by means
of a separate prospectus ("reoffer prospectus"), which is prepared in
accordance with the requirements of Part I of Form S-3 (or, if the registrant
is a foreign private issuer, in accordance with Part I of Form F-3), and filed
with the registration statement on Form S-8 or, in the case of control
securities, a post-effective amendment thereto:
- Control securities, which are defined for purposes of this
General Instruction C as securities acquired under a Securities Act
registration statement held by affiliates of the registrant as defined in Rule 405
(230.405). Control securities may be included in a reoffer prospectus only
if they have been or will be acquired by the selling security-holder
pursuant to an employee benefit plan; or
- Restricted securities, which are defined for purposes of this
General Instruction C as securities issued under any employee benefit plan
of the registrant meeting the definition of "restricted securities" in Rule 144(a)(3)
( 230.144(a)(3)), whether or not held by affiliates of the registrant.
Restricted securities may be included in a reoffer prospectus only if they
have been acquired by the selling securityholder prior to the filing of the
registration statement.
- Limitations. The reoffer prospectus may be used as follows:
- If the registrant, at the time of filing such prospectus, satisfies the
registrant requirements for use of Form S-3 (or if the registrant is a
foreign private issuer, the registrant requirements for use of Form F-3),
then control and restricted securities may be registered for reoffer and
resale without any limitations.
- If the registrant, at the time of filing such prospectus, does not
satisfy the registrant requirements for use of Form S-3 or F-3, as
appropriate, then the following limitation shall apply with respect to both
control securities and restricted securities: the amount of securities to be
reoffered or resold by means of the reoffer prospectus, by each person, and
any other person with whom he or she is acting in concert for the purpose of
selling securities of the registrant, may not exceed, during any three month
period, the amount specified in Rule 144(e) ( 230.144(e)).
- Selling Security Holders.
- Control Securities. If the names of the security holders who
intend to resell are not known by the registrant at the time of filing the
Form S-8 registration statement, the registrant may either: refer to the
selling security holders in a generic manner in the reoffer prospectus;
later, as their names and the amounts of securities to be reoffered become
known, the registrant must supplement the reoffer prospectus with that
information; or name in the reoffer prospectus all persons eligible to
resell and the amounts of securities available to be resold, whether or not
they have a present intent to do so; any additional persons must be added by
prospectus supplement. Prospectus supplements must be filed with the
Commission as required by Rule
424(b) (230.424(b)). The registrant may file a reoffer prospectus
covering control securities as part of the initial registration statement or
by means of a post-effective amendment to the Form S-8 registration
statement.
- Restricted Securities All persons (including non-affiliates) holding
restricted securities registered for reoffer or resale pursuant to a reoffer
prospectus are to be named as selling shareholders in the reoffer
prospectus; provided, however, that any non-affiliate who holds less than
the lesser of 1000 shares or 1% of the shares issuable under the plan to
which the Form S-8 registration statement relates need not be named if the
reoffer prospectus indicates that certain unnamed non-affiliates, each of
whom may sell up to that amount, may use the reoffer prospectus for reoffers
and resales. The reoffer prospectus covering restricted securities must be
filed with the initial registration statement, not a post-effective
amendment thereto.
Notes to General Instruction C
1. The term "person" as used in this General Instruction C shall be the same
as set forth in Rule 144(a)(2) (230.144(a)(2)).
2. If the conditions of this General Instruction C are not satisfied,
registration of reoffers or resales must be made by means of a separate
registration statement using whichever form is applicable.
D. Filing and Effectiveness of Registration Statement; Requests for
Confidential Treatment; Number of Copies
A registration statement on this Form S-8 will become effective automatically
(Rule
462, 230.462) upon filing (Rule 456,
230.456). In addition, post-effective amendments on this form shall become
effective upon filing (Rules 464,
230.464 and 456).
Delaying amendments are not permitted in connection with any registration
statement on this form (Rule
473(d), 230.473(d)), and any attempt to interpose a delaying amendment of
any kind will be ineffective. All filings made on or in connection with this
form become public upon filing with the Commission. As a result, requests for
confidential treatment made under either Rule
406 ( 230.406), or Exchange Act Rule 24b-2 ( 240.24b-2) in connection with
documents incorporated by reference, must be acted upon, i.e., granted or
denied, by the Commission staff prior to the filing of the registration
statement. The number of copies of the filing required by Rules
402(c) and 472(d)
( 230.402(c), 230.472(d)) shall be filed with the Commission.
E. Registration of Additional Securities
With respect to the registration of additional securities of the same class
as other securities for which a registration statement filed on this form
relating to the same employee benefit plan is effective, 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 information required in the new registration statement
that is not in the earlier registration statement. If the new registration
statement covers restricted securities being offered for resale, it shall
include the required reoffer prospectus. If the earlier registration statement
included a reoffer prospectus, the new registration statement shall be deemed to
include that reoffer prospectus; provided, however, that a revised reoffer
prospectus shall be filed, if the reoffer prospectus is substantively different
from that filed in the earlier registration statement. The filing fee required
by the Act and Rule 457 (
230.457) shall be paid with respect to the additional securities only.
F. Registration of Plan Interests
Where a registration statement on this form relates to securities to be
offered pursuant to an employee stock purchase, savings, or similar plan, the
registration statement is deemed to register an indeterminate amount of
interests in such plan that are separate securities and required to be
registered under the Securities Act. (See Rule 416(c), 230.416(c)).
G. Updating
Updating of information constituting the Section 10(a) prospectus pursuant to
Rule
428(a) ( 230.428(a)) during the offering of the securities shall be
accomplished as follows:
- Plan information specified by Item 1 of Form S-8 required to be sent or
given to employees shall be updated as specified in Rule
428(b)(1) ( 230.428(b)(1)). Such information need not be filed with the
Commission.
- Registrant information shall be updated by the filing of Exchange Act
reports, which are incorporated by reference in the registration statement and
the Section 10(a) prospectus. Any material changes in the registrant's affairs
required to be disclosed in the registration statement but not required to be
included in a specific Exchange Act report shall be reported on Form 8-K
(249.308) pursuant to Item 5 thereof (or, if the registrant is a foreign
private issuer, on Form 6-K).
- An employee plan annual report incorporated by reference in the
registration statement from Form 11-K (or Form 10-K and Form 10-KSB, as
permitted by Rule 15d-21 (240.15d-21)) shall be updated by the filing of a
subsequentplan annual report on Form 11-K or 10-K and Form 10-KSB.
Part I Information Required in the Section 10(a)
Prospectus
Note: The document(s) containing the information specified in this Part I
will be sent or given to employees as specified by Rule
428(b)(1) ( 230.428(b)(1)). Such documents need not be filed with the
Commission either as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424 (
230.424). These documents and the documents incorporated by reference in the
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act. See Rule 428(a)(1) ( 230.428(a)(1)).
Item 1. Plan Information.
The registrant shall deliver or cause to be delivered to each participant
material information regarding the plan and its operations that will enable
participants to make an informed decision regarding investment in the plan. This
information shall include, to the extent material to the particular plan being
described, but not be limited to, the disclosure specified in (a) through (j)
below. Any unusual risks associated with participation in the plan not described
pursuant to a specified item shall be prominently disclosed, as, for example,
when the plan imposes a substantial restriction on the ability of a participant
towithdraw contributions, or when plan participation may obligate the
participant's general credit in connection with purchases on a margin basis. The
information may be in one or several documents, provided that it is presented in
a clear, concise and understandable manner. See Rule
421 (230.421).
- General Plan Information
- Give the title of the plan and the name of the registrant whose
securities are to be offered pursuant to the plan.
- Briefly state the general nature and purpose of the plan, its duration,
and any provisions for its modification, earlier termination or extension to
the extent that they affect the participants.
- Indicate whether the plan is subject to any provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA"), and if so, the general
nature of those provisions to which it is subject.
- Give an address and a telephone number, including area code, which
participants may use to obtain additional information about the plan and its
administrators. State the capacity in which the plan administrators act
(e.g., trustees or managers) and the functions that they perform. If any
person other than a participating employee has discretion with respect to
the investment of all or any part of the assets of the plan in one or more
investment media, name such person and describe the policies followed and to
be followed with respect to the type and proportion of securities or other
property in which funds of the plan may be invested. If the plan is not
subject to ERISA: (i) state the nature of any material relationship between
the administrators and the employees, the registrant or its affiliates; and
(ii) describe the manner in which the plan administrators are selected,
their term of office, and the manner in which they may be removed from
office.
- Securities to be Offered
- State the title and total amount of securities to be offered pursuant to
the plan.
- Furnish the information required by Item 202
of Regulation S-K ( 229.202), except that if common stock registered
under Section 12 of the Exchange Act is offered, such information is
unnecessary. If plan interests are being registered, they need not be
described pursuant to this item.
- Employees Who May Participate in the Plan
Indicate each class or
group of employees that may participate in the plan and the basis upon which
the eligibility of employees to participate therein is to be determined.
- Purchase of Securities Pursuant to the Plan and Payment for Securities
Offered
- State the period of time within which employees may elect to participate
in the plan, the price at which the securities may be purchased or the basis
upon which such price is to be determined, and any terms regarding the
amount of securities that an eligible employee can purchase.
- State when and the manner in which employees are to pay for the
securities purchased pursuant to the plan. If payment is to be made by
payroll deductions or other installment payments, state the percentage of
wages or salaries or other basis for computing such payments, and the time
and manner in which an employee may alter the amount of such deduction or
payment.
- State the amount each employee is required or permitted to contribute
or, if not a fixed amount, the percentage of wages or salaries or other
basis of computing contributions.
- If contributions are to be made under the plan by the registrant or any
employer, state who is to make such contributions, when they are to be made
and the nature and amount of each contribution. If such contributions are
not a fixed amount, state the basis for computing contributions.
- State the nature and frequency of any reports to be made to
participating employees as to the amount and status of their accounts.
- If the plan is not subject to ERISA, state whether securities are to be
purchased in the open market or otherwise. If they are not to be purchased
in the open market, then state from whom they are to be purchased and
describe the fees, commissions or other charges paid. If the employer or any
of its affiliates, or any person having a material relationship with the
employer or any of its affiliates, directly or indirectly, receives any part
of the aggregate purchase price (including fees, commissions or other
charges), explain the basis for compensation.
Note: If the plan is one under which credit is extended to finance the
acquisition of securities, consideration should be given to the applicability
of Regulation G (12 CFR Part 207) or T (12 CFR Part 220).
- Resale Restrictions
Describe briefly any restriction on resale
of the securities purchased under the plan which may be imposed upon the
employee purchaser.
- Tax Effects of Plan Participation
Describe briefly the tax
effects that may accrue to employees as a result of plan participation as well
as the tax effects, if any, upon the registrant and whether or not the plan is
qualified under Section 401(a) of the Internal Revenue Code.
Note: If the plan is not qualified under Section 401 of the Internal
Revenue Code of 1986, as amended, consideration should be given to the
applicability of the Investment Company Act of 1940. See Securities Act
Release No. 4790 (July 13, 1965).
- Investment of Funds If participating employees may direct all or
any part of the assets under the plan to two or more investment media, furnish
a brief description of the provisions of the plan with respect to the
alternative investment media; and provide a tabular or other meaningful
presentation of financial data for each of the past three fiscal years (or
such lesser period for which the data is available with respect to each
investment medium) that, in the opinion of the registrant, will apprise
employees of material trends and significant changes in the performance of
alternative investment media and enable them to make informed investment
decisions. Financial data shall be presented for any additional fiscal years
necessary to keep the information from being misleading or that the registrant
deems appropriate, but the total period presented need not exceed five years.
- Withdrawal from the Plan; Assignment of Interest
- Describe the terms and conditions under which a participating employee
may (i) withdraw from the plan and terminate his or her interest therein; or
(ii) withdraw funds or investments held for the employee's account without
terminating his or her interest in the plan.
- State whether, and the terms and conditions upon which, the plan permits
an employee to assign or hypothecate his or her interest in the plan.
- No information need be provided as to the effect of a qualified domestic
relations order as defined in ERISA Section 206(d) (29 U.S.C. 1056(d)).
- Forfeitures and Penalties
Describe briefly every event which
could, under the plan, result in a forfeiture by, or a penalty to, a
participant, and the consequences thereof.
- Charges and Deductions and Liens Therefor
- Describe all charges and deductions (other than deductions described in
paragraph (d) and taxes) that may be made against employees participating in
the plan or against funds, securities or other property held under the plan
and indicate who will receive, directly or indirectly, any part thereof.
Such description should include charges and deductions that may be made upon
the termination of an employee's interest in the plan, or upon partial
withdrawals from the employee's account thereunder.
- State whether or not under the plan, or pursuant to any contract in
connection therewith, any person has or may create a lien on any funds,
securities, or other property held under the plan. If so, describe fully the
circumstances under which the lien was or may be created.
- No information need be provided as to the effect of a qualified domestic
relations order as defined in ERISA Section 206(d) (29 U.S.C. 1056(d)).
Item 2. Registrant Information and Employee Plan Annual Information.
The registrant shall provide a written statement to participants advising
them of the availability without charge, upon written or oral request, of the
documents incorporated by reference in Item 3 of Part II of the registration
statement, and stating that these documents are incorporated by reference in the
Section 10(a) prospectus. The statement also shall indicate the availability
without charge, upon written or oral request, of other documents required to be
delivered to employees pursuant to Rule
428(b) ( 230.428(b)). The statement shall include the address (giving title
or department) and telephone number to which the request is to be directed.
Part II Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The registrant, and where interests in the plan are being registered, the
plan, shall state that the documents listed in (a) through (c) below are
incorporated by reference in the registration statement; and shall state that
all documents subsequently filed by it pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and to be part
thereof from the date of filing of such documents. Copies of these documents are
not required to be filed with the registration statement.
- The registrant's latest annual report, and where interests in the plan
are being registered, the plan's latest annual report, filed pursuant to
Section 13(a) or 15(d) of the Exchange Act, or in the case of the registrant
either: (1) the latest prospectus filed pursuant to Rule 424(b) under the
Act that contains audited financial statements for the registrant's latest
fiscal year for which such statements have been filed, or (2) the
registrant's effective registration statement on Form 10, Form 20-F or, in
the case of registrants described in General Instruction A. (2) of Form
40-F, on Form 40-F filed under the Exchange Act containing audited financial
statements for the registrant's latest fiscal year.
- All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant
document referred to in (a) above.
- If the class of securities to be offered is registered under Section 12
of the Exchange Act, the description of such class of securities contained
in a registration statement filed under such Act, including any amendment or
report filed for the purpose of updating such description.
Item 4. Description of Securities.
If the class of securities to be offered is not registered under Section 12
of the Exchange Act, set forth the information required by Item 202 of
Regulation S-K (229.202 of this chapter). If plan interests are being
registered, they need not be described pursuant to this item.
Item 5. Interests of Named Experts and Counsel.
Furnish the information required by Item 509
of Regulation S-K ( 229.509 of this chapter).
Item 6. Indemnification of Directors and Officers.
Furnish the information required by Item 702
of Regulation S-K (229.702 of this chapter).
Item 7. Exemption from Registration Claimed.
With respect to restricted securities to be reoffered or resold pursuant to
this registration statement, the registrant shall indicate the section of the
Act or Rule of the Commission under which exemption from registration was
claimed and set forth briefly the facts relied upon to make the exemption
available.
Item 8. Exhibits.
Furnish the exhibits required by Item 601 of
Regulation S-K ( 229.601 of this chapter), except that, with respect to Item
601(b)(5):
- An opinion of counsel as to the legality of the securities being
registered is required only with respect to original issuance securities.
- Neither an opinion of counsel concerning compliance with the requirements
of ERISA nor an Internal Revenue Service determination letter that the plan is
qualified under Section 401 of the Internal Revenue Code shall be required if,
in lieu thereof, the response to this Item 8 includes an undertaking that the
registrant will submit or has submitted the plan and any amendment thereto to
the Internal Revenue Service ("IRS") in a timely manner and has made or will
make all changes required by the IRS in order to qualify the plan.
Item 9. Undertakings.
Furnish the undertakings required by Item 512(a), (b)
and (h) of Regulation S-K ( 229.512(a), (b) and (h) of this chapter), as
well as any other applicable undertakings in Item 512.
Notes to Item 9:
(1) The Regulation S-K Item 512(a) undertakings are usually required pursuant
to this item since most registration statements on Form S-8 involve the
continuous offering and sale of securities under Rule 415 ( 230.415 of this
chapter).
(2) With respect to registration statements filed on this form, foreign
private issuers are not required to furnish the Item 512(a)(4) undertaking.
Signatures
The Registrant. 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 S-8 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
date indicated.
(Signature)_______________________________________
(Title)___________________________________________
(Date)________________________________
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have 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 ______
(Plan)________________________________________
By (Signature and Title)___________________________
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, and by at least a majority of the
board of directors or persons performing similar functions. Where interests in
the plan are being registered, the registration statement shall be signed by the
plan. If the signing person is a foreign person, the registration statement
shall also be signed by its authorized representative in the United States.
Where the signing person 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 the signature. Any person who occupies more than one of
the specified positions shall indicate each capacity in which he or she signs
the registration statement. Attention is directed to Rule 402 (
230.402) concerning manual signatures and Item 601 (
229.601) of Regulation S-K concerning signatures pursuant to powers of
attorney.
http://www.sec.gov/divisions/corpfin/forms/s-8.htm
Last update:
08/15/2001