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MD5: aade0d8a6cd24dc24fca SHA1: 0be49b41cfbbbc6d65d32f4a Direct Download. The issuer could file a Form S-1 to register the rights offering if the offering would be made on a continuous basis in reliance on Rule a 1 ix. MD5: 03ae4cd1dc3f31aee4a SHA1: fdcedbcfb4f16d4af5dae8b Direct Download. Changelog MD5: 32ddf74cbffefe89 SHA1: e5e4ac92aedbbac25ca6afebf Installer MD5: bcb5bdc98ed99fb SHA1: c4fafa23c5f1fef5e9ece7f0df90c9f4f65c Direct Download Mdk MD5: 46fbf4ccbd2cfe85b0d2bbe SHA1: fdf2dcbc56bbdbeafe Gradle: '1.
of Delivery Services Handbook M March 1, Transmittal Letter 13 A. Explanation. This is a partial revision of Handbook M, of Delivery Services, that incorporates current postal forms and and deletes forms and made obsolete since Transmittal Letter 12 .
1-bromo-4-[(phenyl methyl)thio]benzene. Building Blocks Explorer. Quick View. CAS: 668477-51-8. MW: 291.19. See All Building Blocks. Support Customer Support Contact Us FAQ Safety Data Sheets (SDS) Certificates (COA/COO) Quality & Regulatory Calculators & Apps Webinars. Orders Quick Order Custom Products Commerce Solutions. Company About Us Responsibility Events Press Releases Programs …
U.S. Code: Title 41. PUBLIC CONTRACTS U.S. Code US Law LII ...
115. 259(c)(11) 103. 259(c)(12) 110. 259(c)(13) 102. 259(c)(14) 105. 259(d) 153. 259(e) 106. 260. 3101. 261. 3102. 262. 4701. 263. 3103. 264. 3307. 264 note (Pub. L. 103–355, § 8002) 3307. 264a (“commercial item”) 103. 264a (“nondevelopmental item”) 110. 264a (“component”) 105. 264a (“commercial component”) 102. 264b. 3307. 265. 4705. 266. 3105. 266a. 3901 note prec. 271 to 274 …
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1. 4 41 115. Line Score
Answer: Requests for waivers of form eligibility requirements are granted only under very limited circumstances and are handled solely by the Division's Office of Chief Counsel. Are graphic presentations permitted in the prospectus? Answer: Yes. Registrants should refer to Rule of Regulation S-T. In addition, when including graphic presentations in the prospectus, registrants should be sure that:.
The text in the graphic presentations adheres to plain English principles — for example, it would not be appropriate to use industry jargon or terms that are unfamiliar to the average investor or to include extensive narrative text that 1115 information already contained in the summary or business sections; and.
The graphic presentations are not confusing, do not obscure other prospectus disclosure, or give undue prominence to selected portions of the registrant's business or operations. Question: Immediately after an issuer files a Securities Act registration statement, it appoints a new principal financial officer. Is the new principal financial officer required to sign any amendments to the registration statement in his or her capacity as principal financial officer?
This would be the case even if the individual had been employed as principal financial officer for only one week. Question: What financial information may an Emerging Growth Company omit from its draft and publicly filed registration statements?
Accordingly, interim financial information that will be included in a historical period that the issuer reasonably believes will be required to be included at the time of the contemplated offering may not be omitted from its filed registration statements.
However, under staff policy, an Emerging Growth Company may omit from its draft registration statements interim financial information that it reasonably believes 1. 4 41 115 will not be required to present separately at the time of the contemplated offering. For example, consider a calendar year-end Emerging Growth Company that submits a draft registration statement in November and reasonably believes it will 1.
4 41 115 its offering in April when annual financial information for will be required. This issuer may omit from its draft registration statements its annual financial information and interim financial information related to and Assuming that this issuer were to first publicly file in April when its annual information for is required, it would not need to separately prepare or present interim information for and If this issuer were to file publicly in Januaryit may omit its annual financial information, but it must include its and interim financial information in that January filing because that interim information relates to historical periods that will be included at the time of the public offering.
Question: What financial information may an issuer that is not an Emerging Growth Company omit from its draft and publicly filed registration statements? Answer: The relief provided by Section of the FAST Act is not available to issuers other than Emerging Growth Companies. However, under staff policy, an issuer that is not an Emerging Growth Company may omit from its draft registration statements 1.
and annual financial information that it reasonably believes it will not be Www. beateuhse. de to present separately at the time it files its registration statement publicly.
The issuer may not omit any required financial information from its filed registration statements. For example, consider a calendar year-end issuer that is not an Emerging Growth Company that submits a draft registration statement in November and reasonably believes it will first publicly file in April when annual financial information for will be required.
This issuer may omit from its draft registration statements its annual financial information and interim financial information related to and because this information 1155 not be required at the time of its first public filing in April Question: The F-Series registration statements require the 1 of the registrant's authorized U.
Who is qualified to sign as an authorized U. Answer: The term "authorized U. 1. 4 41 115 release states that "the Commission generally accepts the signature of an individual 4 is an employee of the registrant or an affiliate, or who is the registrant's counsel or underwriter in the United States for the offering, because the signature clearly identifies an individual that is connected with the offering as subject 151 the 1115 provisions of the Securities Act.
By similar reasoning, the Commission generally has refused to accept the appointment of a newly formed or shell corporation in the United States as the authorized representative. Question: Item 2 of Forms F-7, F-8, F-9 and F and Item 3 of Form F specify certain legends that should be included, to the extent applicable, on the outside front cover page of 15 prospectus.
May a Canadian issuer substitute plain English versions of these legends? If so, is there required language that should be used in the plain English versions? Answer: Issuers eligible to use these forms may substitute the following plain English versions of the first four legends required by these items of the forms, in place of the versions currently set forth in the forms:.
We 1155 our financial statements in accordance with Canadian generally accepted accounting practices, and they may be subject to Canadian auditing and auditor independence standards.
They may not be comparable to financial statements of United States companies. This prospectus or any applicable prospectus supplement may not describe these tax consequences fully. You should read the tax discussion in any applicable prospectus supplement. Any representation to the contrary is a criminal offense. In addition, the legend required by Item 2 of Form F-9 and Item 3 of Form F for prospectuses used before the effective date of the registration statement may be presented in the following plain English version:.
We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any 1. 4 41 115 where the offer or sale is not permitted.
Question: When a foreign private issuer guarantees securities of a subsidiary that is not a foreign private issuer, may the parent company-guarantor and subsidiary-issuer of guaranteed securities use an F- series registration statement to register an offering of the securities under the Securities Act and use Form F with respect to any reporting obligations? Answer: Yes, Sehln certain requirements are satisfied.
Rule of Regulation S-X permits modified reporting by subsidiary issuers of Charlotte Star securities and subsidiary guarantors. Separate financial statements need not be filed for subsidiaries if any of Rules b through d apply and all applicable conditions of the rule relied upon are met in the parent company's filings. If the parent and issuer are eligible to present condensed consolidated Veronika Fasterova Beach information in the parent company's filings and the parent qualifies as a foreign private issuer, the parent company and its subsidiaries may use an F-series registration statement to register an offering of guarantees and guaranteed securities that are issued by a domestic or foreign subsidiary that does not qualify as a foreign private issuer and use Form F with respect to any reporting obligations associated with such registration statement.
The same would apply if the parent and subsidiaries are eligible to present narrative disclosure in lieu of condensed consolidating financial information under Rule In this situation, separate financial statements need not be filed for subsidiaries if either Rule e 14 f applies 1. 4 41 115 all applicable conditions of the rule relied upon are met in the parent company's filings. As described in the last two sentences of Securities Act Forms CDI Question: May a foreign issuer register only part of a worldwide equity or debt offering with the Commission?
Foreign issuers 1. 4 41 115 Climat Maldives only a portion of a worldwide equity or debt offering so long as the amount registered with the Commission covers the securities sold in the U. Question: May a foreign issuer use a U. A foreign issuer may use a U. K-style or other foreign-style document as a prospectus in the 151. Some modification of the presentation and placement of information may be necessary in order to reflect the Commission's "plain English" requirements, such as the requirements for presentation of risk factors.
Question: Must a foreign issuer include a risk factor addressing possible illiquidity of its offered securities in the U. Answer: No. Although risk factors disclosure is generally required for all initial public offerings, a foreign issuer that is making its U. Form F-6 may be used to register installment receipts even though the form, by its terms, is not available in cases where the underlying 1115 are not withdrawable.
Question: May Form 11. be 14 to register American Depositary Shares 11. when local government law Lucy Cat Pono the withdrawal and holding of underlying shares by U. Form F-6 may be used to register ADS even though local government law prohibits the withdrawal and holding of underlying shares by U. For example, certificates of participation issued by a master trust established with respect to the securities of Mexican companies should be registered on Form F-6, even though the form, by its terms, is not available in cases where the underlying shares are not withdrawable.
Question: Does a change in the depositary of an American Depositary Receipt "ADR" program require .1 filing of a new registration statement on Form F-6? A new registration statement on Form F-6 must be filed if the depositary for an ADR program changes. Question: When establishing a company-sponsored ADR program, what steps must the depositary and company take regarding an existing unsponsored ADR program for the company's securities?
Answer: When a registration statement on Form F-6 is filed in connection with the establishment of a company-sponsored ADR program, the depositary and the company will be required to 11. a representation that arrangements are in place to terminate any existing unsponsored ADR programs for the company's securities in a prompt and orderly fashion.
Written confirmation from the depositaries of the unsponsored programs as to their concurrence with such arrangements may be required. Question: May the U. The MJDS, and in particular, Form F-7, may be used for rights offers exempt from Canadian registration requirements, notwithstanding the general prohibition on the use of the system for exempt offerings. The offering circular and any other material used to make the offers constitute the "prospectus" for purposes of Form F Question: Under what circumstances may a Form F-8 filer modify the required legend regarding the securities not being approved or disapproved by the Commission?
Answer: The required legend with respect to the securities not being approved or disapproved by the Commission may be modified to add a reference to the fact that state regulators have not approved or disapproved such securities. Question: May Form F-8 or Form F be used for a statutory share exchange, which only requires the vote of the shareholders of the company being acquired? Although Forms F-8 and F refer to business combinations requiring the vote of the shareholders of the companies that are the parties to the combination, either form may be used in the case of a statutory share exchange, which only requires the vote of the shareholders of the company being acquired.
Question: May Form F-9 be 11 to register Form Feligible securities that are convertible after 1115 year into another class of the issuer's securities? Form Feligible securities which are convertible after one year into another class of the issuer's securities may be registered 441 Form F-9, but the securities into which they are Miss Delaware Melissa King Porn also must be Feligible securities, independent of the convertible securities.
Question: When an issuer files a registration statement on Form F-9 or Form F in connection with a shelf offering in Canada and updates that shelf registration in Canada, must the issuer also file a post-effective amendment to its registration statement on Form F-9 or Form F? When updating its shelf registration in Canada, an issuer must also file a post-effective amendment to its registration statement on Form F-9 or Form F relating to its shelf registration in Canada.
Question: Item 2 of Form F requires that financial statements included in the home jurisdiction Gonzo Sex Tube must be reconciled to U.
GAAP as required by Item 18 of Form F. Does this reconciliation requirement 1. 4 41 115 to all financial statements filed under cover of Form F, including interim financial statements?
Answer: The reconciliation requirement in Item 2 of Form F applies to the 44 annual financial statements and year-to-date financial statements including comparative periods and does not require that any other 1. 4 41 115 financial statements be reconciled to U. This interpretation is consistent with the reconciliation requirements of Form F Reconciliation of annual and year-to-date financial statements is required regardless of whether they are included directly or incorporated by reference.
However, the reconciliation requirement does not apply to year-to-date financial statements included under cover of Form F if Item 8. Question: May an issuer use Form F if it satisfies the eligibility requirements of the form at the time of filing, but will not satisfy such requirements upon the closing of the offering?
Under Securities Act Rule aform eligibility is established at the time of the initial filing. Question: May a Canadian issuer use Form F for 1. dividend reinvestment plan "DRIP" even though there is a Canadian exemption from registration that is available for DRIPs? If a MJDS-eligible issuer wants to use Form F for a DRIP and is willing to voluntarily file a registration statement in Canada despite the Canadian registration exemption that is available for DRIPs, the issuer may file on Form F In doing so, however, the Canadian issuer is, in effect, waiving the benefit of this exemption and should 1115 itself subject to Canadian requirements applicable to offerings generally including, if applicable, the requirement that the prospectus be circulated to Canadian shareholders.
Question: May an issuer use Form F to register a rights offering that is not eligible for registration on Form F-7, even though the issuer is exempt from the requirement to file a prospectus with the Canadian authorities?
The Commission revised General Instruction I. J of Form F in Securities Act Release No. In such case, the registrant must include in the Form 1. 4 41 115 a reconciliation to U.
GAAP for those financial statements that are required to accompany a rights offering 1. 4 41 115 filed with the Canadian authorities. Question: If a continuous offering under Securities Act Rule is registered on Form S-1, is a post-effective amendment Demi Moore Kurze Haare to be filed in order to satisfy the requirements of Securities Act Section 10 a 3to reflect fundamental changes 15 to disclose material changes in the plan of distribution?
A post-effective amendment is required in these circumstances pursuant to the issuer's Item a undertakings. Form S-1 15 not provide for forward incorporation by reference of Exchange Act reports filed after the effective date of the registration statement. Other changes to the information in the prospectus contained in the registration statement generally may be made by filing a prospectus supplement.
Question : How should a registrant conducting a continuous offering on Form S-1 update the prospectus to reflect the information in its subsequently filed Exchange Act reports?
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MD5: 87a51d68a11adee9a6c7 SHA1: 2b3ac8d89c53e92b28e0deeba. MD5: 7a9d1c05a93b6fbd78cba SHA1: feb6f3dab1d98e9abd1b Direct Download. MD5: 2da56f7f3b6cdffc1c5eacb SHA1: 0cfd0ebca74b45ebe15b Gradle: '1. MD5: ecbbc SHA1: a0adf7c0acf6efdaab9e MD5: 8a7bce45dcd56d78fec0c2dc SHA1: e2aacd9da95ed6b2b3 Direct Download.
MD5: daae5bac39c3 SHA1: a4d6e18c81b3dbcabb90cd30b55 Gradle: '1. MD5: afb7c69a4c93d3 SHA1: 7bd8eb5b3d53dd14b16bd6ba MD5: addedbb5b8ec15cd4ecaf74 SHA1: 1e3aae5be69ac2ad4ebc5ca Direct Download. MD5: 1bded51ccc8bc18 SHA1: b4be4eaf56f9de8da25 Gradle: '1. MD5: 62bf48b6be0c45c7f9eb SHA1: 6c81d6de94c6dce9c5c6c4cc93ec2a5cfc MD5: 3fe28c1fd94c1fa55eb0bf SHA1: 5c30ddbfc0ad89f76 Direct Download. MD5: c6ac2e6faeae0ab0b29c7 SHA1: b6bbd8fb5beeab8ab Gradle: '1. MD5: b98fcdeaa2c5b15d7ca2e04 SHA1: 9b3bebacaaf5fa5de.
MD5: ba3dcdb4e9c74e SHA1: 1e0babfb0fbac02ba1ce Direct Download. MD5: 95ac0dbf6c6cdf9db0feeaefe4 SHA1: 2bb9b48ff6daaf38fb2cd1afdbbca3 Gradle: '1. MD5: 92a2d68db74ffd68c SHA1: d42a11deedbfcc3cd5dd1. MD5: e0c9d0aff0fdd27f0e52f62f SHA1: bbff5c02cbbd58bdadeec4f5d Direct Download.
MD5: 38dba8de59a2d66bebea SHA1: 66db23aeec0ddcd86c4ffe0f4 Gradle: '1. MD5: 4feeefcf28e84a5bc SHA1: bb09c51d9f90a1eefae74de8a5b.
MD5: bfbdcf3dbefc3fa3 SHA1: f8ccb64bc9afba7fa2d22a1ba85f Direct Download. MD5: 12cceedb9d76d SHA1: e95fcbc6dfe6ccbec4e9 Gradle: '1. MD5: cdfc8cc52bb6afdccbd SHA1: ca9c7cdafd0ad19baca9d31f57f2.
MD5: 8dd6ef3ebc SHA1: 2dbf90a6d8bc9f79c28cc4cbecd8f Direct Download. MD5: ecff0ebf4ebaf SHA1: 73c4e0c3bc65ae2aebd5c Gradle: '1.
MD5: efda14b5fd66dfd6b6bc90e4 SHA1: bedad1fc0dda63ef4fb22e2aef. MD5: e83ae1dfc1db1 SHA1: c3fa8ce5edbf57 Direct Download. MD5: 97ca8ef10a5acc9e63a6fb81f SHA1: b4eadcccfe8dbcb Gradle: '1. MD5: 83cad07b50cf3a75dbbb4f SHA1: 8dd83f4cea4ad3ab2ab3. MD5: 1edca1dfd3afa42fe SHA1: 05eda7b77cffdd60a Direct Download. MD5: a95cfdfedb4db9db2 SHA1: da56dcdadea98b5d Gradle: '1.
MD5: debfe74bcc2ee7c64d7 SHA1: fdce12f35c04aadfa3a4b MD5: e5bca8d9cce9ffd3b9 SHA1: b83cc71a35fb5c72afcf0 Direct Download. MD5: b15ec30ea8caf0f32ccb83d SHA1: c1fa6a6ed7b15c8cc42ce6be1eb9dbfde Gradle: '1.
MD5: 92f3f5bc4ada4 SHA1: dc03acab3a1ae8dcb51e4cfd MD5: 2d24a32cced4cf3c42caf2e3cfe37 SHA1: 80ffadecbafce6dfdf2 Direct Download. MD5: 3d3aff51ed0ec SHA1: 9efc38ddccf0b74dbbf8a52 Gradle: '1. MD5: faa93ae3bb8ffbbc SHA1: 24aa76adb76a86befdf7. MD5: 9fae97df6b7c6eda9e1 SHA1: fa5f56cabd52fcd8 Direct Download. MD5: d6b1bbeb50def48b0ecf71 SHA1: 5e25a80ab5abe5c04baafd2dfb2df1cb5a4 Gradle: '1. MD5: 6aaeee74add93cc4bc0d14 SHA1: 00e57d6bfefdbba60b17acaf MD5: ec16c12f09d38af20e22c SHA1: cdcadb7eebd6df88b86a Direct Download.
MD5: 9cb9bb37df3e6dcf93e7d5dde87e6 SHA1: 5bbaba3ad98cee12f Gradle: '1. MD5: e1be5c88e87dac94a3ba4c SHA1: edfd4b8bdd22dfebd1bf MD5: 7d52c8e6ae16b3facb83a7a SHA1: 4fa1cb59da7f9fb4e9ab7acbdbd1 Direct Download.
MD5: 1bace4f9fe48adc0 SHA1: a09e0a3afcb20edef9f4bcafaac3c40b06 Gradle: '1. Changelog MD5: 9dad5ac8e4bc3bdf SHA1: d9efc8efea0c29be9ed05fe Installer MD5: 03ae4cd1dc3f31aee4a SHA1: fdcedbcfb4f16d4af5dae8b Direct Download Mdk MD5: eedfdb64feeb3b93f SHA1: 5bdabeae17eaafadb9ac05b48 Gradle: '1.
Changelog MD5: d74aeeb44e4eb7da48fd71c SHA1: ddd2ccf18a42daf25ed05 Installer MD5: 5b8dfa1bcc57b26bf4ae SHA1: 00e7d0bbab84fdfeacccd52a Direct Download Mdk MD5: da9fdcd78ba64b74eae5a66a80d0 SHA1: a8b1dc9f49cd8f5d43fe9c3b8bb Gradle: '1. Changelog MD5: 1e4cb9ddcd5efc8fe SHA1: a5abb1aed10abd34becce Installer MD5: a6b4b1eea92ebdc SHA1: 17dfa45fac79dac03ebf Direct Download Mdk MD5: 4daf54a0ae1e2d3af9ac SHA1: c7e16b78b4eb46fa95d2ba Gradle: '1.
Changelog MD5: cedab53d2dde SHA1: 8df1aa2cbd55dafebfdd08ca63 Installer MD5: a0bf71c6ffe47db02 SHA1: cac6a7e7dfcf0c1cf1 Direct Download Mdk MD5: 71c4ae9da5faf5f12c4c0cda SHA1: caa0bcbac5cef Gradle: '1. Changelog MD5: 0e8f9bfdda10f0b0c SHA1: 9a2abdbee4ec72cf7c36a64b87b15b5a03c0f Installer MD5: 80de8b5b6ef72dcaf2aed64c8 SHA1: a2a6ea2f1add5d9cc1c0cb8a Direct Download Mdk MD5: c3cbad1ac9f4b1aa SHA1: e1c36f2fa7c7c2bcdc16d8bd8ce2d2a1cf Gradle: '1.
Changelog MD5: f1ccff78d6da2eab3 SHA1: acaa5a11ed2a4bfa9 Installer MD5: e19f2eadad7afbd SHA1: 4c97e32d09b4cd2a7dddb1cb9dc Direct Download Mdk MD5: c5e26ada4d0ac1cb3b0cd73c SHA1: bed3c3ed5e18edea3f Gradle: '1.
Changelog MD5: cc0eadebde8 SHA1: 6cce8fd6f54faffcd3ed2 Installer MD5: 95abcd8bd1ce0eb88da8cb3b5 SHA1: bcbae9eac1b52ffe5fcd Direct Download Mdk MD5: adfbcedb SHA1: 5d71abead2bbc77e6b83dcaaf6 Gradle: '1. Changelog MD5: a7bf7b7dbcef SHA1: b5ccbcd50daba Installer MD5: ef6dba9ceb1a SHA1: a5dcd2de7b6abab5ce88dcc8 Direct Download Mdk MD5: 2b2e1bea27f26e7c37b4c45 SHA1: dc10cf6fb0e2eb6ae0db78eebfcc3c Gradle: '1.
Changelog MD5: f6ff57f00b2dbf6ccd71e45 SHA1: c4fcf1dae26b6b50e61c31eaacd98a5 Installer MD5: 82ffaad22a0be4ac3cefa SHA1: ffb3e0fd66f20aaced1ad Direct Download Mdk MD5: eab29aaebb9dc35d5bccdd36d SHA1: cee8c2c94dba2c52ec15a Gradle: '1. Changelog MD5: 48cae1e9cc3ebc66fe SHA1: ef78c8a62ef5fdb46bec49fe1dfbb9b Installer MD5: bcfdb6fc3d29d90bbe2e0df1 SHA1: 2d8effcd3eafb4f5cd0 Direct Download Mdk MD5: afeda68effbf9a SHA1: a5abfecdf37daa4ccaea8 Gradle: '1.
Changelog MD5: bfcb SHA1: befa3ecefb7dd08fc Installer MD5: 6ecd6b0bbbccced14d43b SHA1: 1fe5ea4fbd0bdc87ecb6f3ea35 Direct Download Mdk MD5: ba3dab1c90a48b7daf47 SHA1: b6ebc5f24be0e02d14a1aeef3fbd09a88 Gradle: '1. Changelog MD5: fa37a9da5fd6fbbb4fb92fc SHA1: ddebacde6dbd8e6eac4ebcdfe3c Installer MD5: c12bbe2f24eeaeee7f SHA1: b14cc50a5ca24f3a4a3aa60f1c8f31 Direct Download Mdk MD5: b4f0ddaaedfa SHA1: d3e9d06a19bce18a83b2b40b2 Gradle: '1.
Changelog MD5: 0d60e64d76bfdbf88a73ed6ffce7d SHA1: 0dcb3d5b1b4b29fa4eda7e3f4d Installer MD5: a52ff0aaa46cdef08ead SHA1: dad81af8bffb7a0c0aaec3b7e7f9 Direct Download Mdk MD5: bc4beabf1a9bb SHA1: ec3e5cd8a1d0ce0d6f5b4e3bbbd Gradle: '1.
Changelog MD5: f49eecf1ba94fe3a7f2b2 SHA1: bbfdbb0faece42aef7abe3c Installer MD5: fdac3de2e8c1a SHA1: acbb5fc36d4c82b4d4bdaebcdba Direct Download Mdk MD5: 48b72d3ffbcb7e SHA1: 7dabeb27c10d38ec8b Gradle: '1. Changelog MD5: 9cccdfedf95f59cb80e SHA1: 97b79d5f3f53ba9eda47b4fcc69f4ebf Installer MD5: c19bfdeb4 SHA1: adcb5edfd67c12ffa9f7dde0ade Direct Download Mdk MD5: bcddbbfc83befbfc SHA1: 7eadfd2b5ebfe7fee10edeb5fc9b1 Gradle: '1.
Changelog MD5: e6ba11b07bfab87fa SHA1: feddf4cedea50acb3f Installer MD5: 3aa7ed0d4cedc4d11b01 SHA1: ed5a4d5dca65cc3a1fe8cfa9 Direct Download Mdk MD5: baee05c2e9d82df9e48a7d SHA1: 12c26fbbff1f03fafc6fe07f8ca22eda1 Gradle: '1. Changelog MD5: fcaebf9efabb9 SHA1: 2f58b8dd8ad3a14e53fcee Installer MD5: abacf2cc15d37b8d5e1fec SHA1: c1aef8e6cb93db Direct Download Mdk MD5: 9cd9edb4c62fd64ecdc SHA1: ea4ff62eb7a00be4be16abedfe Gradle: '1. Changelog MD5: 2c16fc3dffec SHA1: ccdc58d97de52eb2dedff3c5 Installer MD5: 26e7fbdaf2 SHA1: ebb8d0aaf70e89be40d2a72d5b91b7 Direct Download Mdk MD5: b51c50ca5cb7e1cddcdc SHA1: c09d6eef92dc2a88bfecdfb76 Gradle: '1.
Changelog MD5: fb6baa97fcebbddb8 SHA1: 81b6deb15b5f7c7fed4f1ebaece8d47cac Installer MD5: 40d7f4fdff98aadb92c5d SHA1: a0badc55fdcfc43bfc2c Direct Download Mdk MD5: bc2c72da0dfbbdd SHA1: 40d69b77f05ec95ee48e3b15ed1fcb4 Gradle: '1. Changelog MD5: b02dc3e5e9ffc0df84f4b SHA1: 3bb4ca02aaefbbcfbc0a1c Installer MD5: aecc61df1aaced3cf8d7 SHA1: ba9ede7b37aae61ee Direct Download Mdk MD5: fbc4f48c2bdfc09b15e SHA1: d9dfcf03cd4aeb2e Gradle: '1.
Changelog MD5: 32ddf74cbffefe89 SHA1: e5e4ac92aedbbac25ca6afebf Installer MD5: bcb5bdc98ed99fb SHA1: c4fafa23c5f1fef5e9ece7f0df90c9f4f65c Direct Download Mdk MD5: 46fbf4ccbd2cfe85b0d2bbe SHA1: fdf2dcbc56bbdbeafe Gradle: '1. Changelog MD5: 61a1be4abb6dae80e90eb3 SHA1: 74c2ecc3dfedfb8e21f4a28cdee Installer MD5: 8b87bfc8f59a7dfadd45d3eac SHA1: bbe4a2e6a8eebf44c42 Direct Download Mdk MD5: 42b8a4baafb9b0abd89 SHA1: ee2ba0ffb84cb15bbd4ed5d6ccef0 Gradle: '1. Changelog MD5: eba8bf64b7dfad SHA1: 0eefdcfb85e0aefc Installer MD5: 56ca5f89b09eebbf6dad6cfd2cfbb SHA1: a0d4cbbe6bcece9dc Direct Download Mdk MD5: fbed77eb30a2ae6 SHA1: ec10ccf9adae02e3ff8bbb3abc Gradle: '1.
Changelog MD5: ee31e3b6fdeaed24a0c5 SHA1: a1ea75ca78aa7b4f2d1db01b6ed Installer MD5: f9ececcfeacbb0f3fa1c SHA1: 8ddb27e9a82d69aadd01ad7e0caab1 Direct Download Mdk MD5: 9d61cc8b6ccf04c43acac6efa7 SHA1: cceedfcdefadb Gradle: '1.
Changelog MD5: efcf3b81dca6ad67d6c SHA1: 7baeb99ed5bfc5f0aa Installer MD5: b5ebe9cd2a53ce10daea98d SHA1: b2fc8bbedc7f32efdffa9dce62e9eaa5 Direct Download Mdk MD5: ad0d2dfebf82a29 SHA1: 5fcaeabbafbacb4ebbb17f6e4aafb Gradle: '1.
Changelog MD5: fb4d7b3dbed1f37ca0fb SHA1: c83b4f6c99a0b2c23ad0ae0caebb Installer MD5: fcba1b8deae5dc10f1f58f SHA1: 2e46d4eecc3fb2e8f5bd Direct Download Mdk MD5: 53cc9b6fa5e66bd8caff5c9dfa1f6 SHA1: acbb5ab2e5c Gradle: '1.
Changelog MD5: b6fa1ac6baddffde1 SHA1: e2affb62f9af8bdefed73ba90a6ab7 Installer MD5: a6b8efcf9dc7efa7f SHA1: fc87becf7ba4e30e7d2bb5a5cc Direct Download Mdk MD5: fef43bc8f9c72eb84ea1b60fc7 SHA1: 3e4b43eabc8c2aadbc8ab68 Gradle: '1. Changelog MD5: 9b3dae4a6a49f19b4bbdad SHA1: f0fac0a5bf1d2eaae3eb86b3 Installer MD5: 7a0ea7efee25f34 SHA1: 5d20d3e91c2da24c72abecf50d5dd4 Direct Download Mdk MD5: bcdeb3f3dcfa96ba1e SHA1: d5dfc3caabeaec1fdf1e Gradle: '1. Changelog MD5: ba34ac9cde8dbc SHA1: 6efca69ccbb7da8dcacb4d63d4dd Installer MD5: bacbed8cc3efafd1f5e SHA1: 80dbd8d2ef72eecab Direct Download Mdk MD5: caffe22cb1c70b61e0ebf7f09 SHA1: 5c18e51caf5e2c8adf9b29fcc92b25a0 Gradle: '1.
Changelog MD5: b66fec5ffbb85 SHA1: 14e44bdbf7fdcc67ce1cba88fb2caa0 Installer MD5: bb74c6ee8ecebdbb SHA1: aad34b6ed25fbde8bc4efecc0f3 Direct Download Mdk MD5: f3fdcb24e15f69beed7f SHA1: bbf92dc75ddaa75fbf27 Gradle: '1. Changelog MD5: 17df3ef37d01d03a6dea21f72 SHA1: 3cbcb7d8b7defcaa65cf9a5af30e7e Installer MD5: ecf7f9eb2fd0b1ccaeb7a3d SHA1: ce65c9fdf3bfedb51 Direct Download Mdk MD5: f49b5b6fb6abe5fe8c2c9ce SHA1: 5edaaf1db9f8fccdaaa Gradle: '1. Changelog MD5: ecfba68ebda0 SHA1: cebb86deabaa67c76ca Installer MD5: b5db7b4e1e4ed3f70dc71a SHA1: efe78f36bbe8bbe62c61effc1a36 Direct Download Mdk MD5: fc1fb91facbd SHA1: bdf2cba83fa04fbfeca2fb Gradle: '1.
Changelog MD5: 8dadc94ab2bfc0 SHA1: b90dfffda54afaaa80bb0fbfe2c4 Installer MD5: 12a1e58a42ac7e1b7ffbb86e64 SHA1: eafd40bddc1ec65e0fe Direct Download Mdk MD5: 39f3cd95fb1aeac12be7cbfbdda2 SHA1: a1bdfe41baba5a1bb9ae8add1 Gradle: '1. Changelog MD5: abdbdd8b11b96f2f76da1f7b7e SHA1: 3c2e5fdbd66a8cbcd2 Installer MD5: 5dfad28c2fae7f3fdea SHA1: 1cc7e9ff3bfeb00ae7 Direct Download Mdk MD5: e4ad7bbe0d7dd2ea SHA1: a7d39e7b4deb66ddee5e71dd87c Gradle: '1.
Changelog MD5: fc78e65cbedcf7 SHA1: eac2dfc9fcbc77cf03e9 Installer MD5: de8c64df6c59bddd0f6ad6 SHA1: 3f0ec80fe63d10dffd83cae39d14ee48b Direct Download Mdk MD5: 1fab38b7bebd1ca4d29fd94c1f SHA1: 60dbdf2df5d93bcc8c4a9ddda47c Gradle: '1. Changelog MD5: 78d2a9edcbcaac2a4c SHA1: abeb2aea27a44ada3ce37ba1b0f5b60a Installer MD5: 01f6addfbe79a SHA1: a6aae3b6cb5fdccea5dcd2b04cb28b0e1 Direct Download Mdk MD5: 5eedbd7de95da SHA1: f02bc6b20e82f06fbc49bbcf Gradle: '1.
Changelog MD5: cc70fedd59c59eb7c1e7b SHA1: dbbdbbbb5d9dbeae7 Installer MD5: f89fe13f08e49bc3c9beed SHA1: 0c9f6fb65f90c8bfddfcebe7e7f62d Direct Download Mdk MD5: 2b05ee9eefbd1ec78d SHA1: 42c57f89cdbaceef56cbf28b2bc Gradle: '1. Changelog MD5: a9fcfe2abeb1ce22dc3b7a7dae3c5 SHA1: dbc71fddad3f7b8bfbaa6a7e07d5 Installer MD5: 2dce00daf06ea7be SHA1: f8e6edac4bdeed2c9edab36efda6a8 Direct Download Mdk MD5: cbefef5d56dee SHA1: 2ade75daae42a87ca9acbe2be Gradle: '1.
Changelog MD5: bdb55c9fdab6f21ed24d52 SHA1: da42be0c7ffbfbda7dae2b24e25d5 Installer MD5: 82cdeaedbdde6fed SHA1: 8a8a3befe7cdfe0ef1da6fbda5 Direct Download Mdk MD5: ea44a30d92e77f0ae8ffa1 SHA1: 6e3cfcde67bde8f Gradle: '1. Changelog MD5: 5dbeb3f8ccfcc0d SHA1: 2dca52f7b88bdc4e09de35c55 Installer MD5: eac7b0dab3 SHA1: b9ffb28e8caafc4 Direct Download Mdk MD5: 0cadfc7cdbc51ad SHA1: 6fafa2bcfb66b4c91bacc3dd97c88af79 Gradle: '1. Changelog MD5: a9feaadfdc3ab SHA1: e97ea86ab9bfeecf24cce Installer MD5: 13c0a57ed8efcac8cd7aae0 SHA1: bacfd0cf61ced10bcb8ec Direct Download Mdk MD5: bc7b21ffeb7be8db6f45b32 SHA1: a2f2c0feace3fbc58f Gradle: '1.
Changelog MD5: d64aa84fc9e2bf2f8dd6b82f7 SHA1: f14bc44d78b7d3c47a9db62dad2d Installer MD5: fdacba3bf68fdfaaec02 SHA1: ccaac4c1ed50c60cebe4 Direct Download Mdk MD5: efd7ef52dab3bcfbbb70 SHA1: 70fe9b1d9af2b88fbf82fcefda53cd6e1c Gradle: '1. Changelog MD5: edf6f38eeeedebc SHA1: bbb93b7f34ac82da2bbd3b5bcaaa Installer MD5: cdbec30c0ca98cceca9db SHA1: 35b9f35d8c1bbed3eeefe1fd0d36b Direct Download Mdk MD5: eaf3dbfeac0c0df3ad99 SHA1: ca9c84ceb7d9eaa2b3bfea Gradle: '1.
Changelog MD5: b3d4f37ded9e9fb8ac SHA1: 0be8d5d13d4a1be73fabbfd3 Installer MD5: dcd6cfa8d32fbdfa0 SHA1: 2f9bf1dc7ceffa21da Direct Download Mdk MD5: ca2bcfef SHA1: a5b3faacd40fae1e6c0eaee1a Gradle: '1. Changelog MD5: 2a61dcbbf50bf SHA1: 2e65eab5ee5ef66db08a0a19bebe1e45e1 Installer MD5: dafe7eb3abfa SHA1: 0cb7ebeb78feacdacdc Direct Download Mdk MD5: fcdc8ee8b5fcc9 SHA1: 5fedbfbf33a40adceef7cf Gradle: '1.
Changelog MD5: cfabbd62b7bee SHA1: ab5e70d0f1a76fd91dbcecd70bb90 Installer MD5: bbbdf89ad48eeb5abf4e SHA1: faf2e20dcb11cd49eafe6b74 Direct Download Mdk MD5: fec2dbc64dbc4c88ddd50a SHA1: 97b56aeb03d5efcf4ef0 Gradle: '1. Changelog MD5: df84b09fc3b2f20bfd42cdf12fae SHA1: f3f78cfaeee98dd Installer MD5: b17aa1b98ff6d9acab72b SHA1: da18a6f8e5d2c6fd60da2b4fe Direct Download Mdk MD5: 44c3af30df2ccb7dd7ffaacde SHA1: f18b4c42cc1ffc7bff1ec6fd6 Gradle: '1.
Changelog MD5: b24efcb65b SHA1: daba53ceabbc01a9a65d4d71b Installer MD5: a93d2e0fa0a7cfb7b SHA1: 2cfedaddceb47f97a81f9f27aa Direct Download Mdk MD5: 0dfc9dfaaec1b SHA1: 1eadffeab6ea0bbcce9ea1f Gradle: '1. Changelog MD5: 7c08eab25d6ee2bf84f97a4cc SHA1: e08bec5ba6af34ff73ff Installer MD5: b6dfdebba5bffcaf7d72df51 SHA1: 61eabb88cb10beaca Direct Download Mdk MD5: 3b0dd4af2a6d9b9f29b99cbd78ba4 SHA1: 5ac40a5f73e93ab30c5a15cb8bcfe0adf4 Gradle: '1.
Changelog MD5: c07cedaefe9d8 SHA1: b44dc2e40dabbaf21fac Installer MD5: 78f4abb8f4bf7ffaaa38fa1dc2 SHA1: 3fb4e8b41ba78ee3de9bae8ab9eb Direct Download Mdk MD5: bdfcbad89f6de9 SHA1: 6afcfeea8dc6bdbcc44d5afda Gradle: '1. Changelog MD5: ddeb5bfbbdc2e1 SHA1: 6edcceec10afeaceaea40fa67 Installer MD5: cd5beefcfdb48d2db3 SHA1: aff2c7b28d04bafbd1cbefda Direct Download Mdk MD5: 13bb52cecccb5f SHA1: 8a4b56da8dcdaf79aacdfffc07 Gradle: '1.
Changelog MD5: f17c54febfbbf95f SHA1: b2a84a2df8f4ebeaefcf66e Installer MD5: df6a6f48fdabaf56a SHA1: d11dba6c5eea Direct Download Mdk MD5: edde80edd1ce44b5 SHA1: b5f9fcbeed85d9da0baedd6 Gradle: '1. Changelog MD5: 2ba7bede7fe7bcecbb19 SHA1: be7d6ad6cfad5cf33d54afeb45ab9 Installer MD5: faaf54e7bedcffaae41eb5 SHA1: a6c2bca45f3b2eff9eea Direct Download Mdk MD5: 1baa8bb2e34f3d04bdd SHA1: 04cbe4ebdf1aec26cfc4cc Gradle: '1. Changelog MD5: 40ef2a81ddbc3ef33ccb25c SHA1: eecb1cac47fef15fef6d72ef79daea7 Installer MD5: 20cdca30efc3fac97d5e SHA1: ed70ebd09f15c1dd5ef1dafca0f64e2 Direct Download Mdk MD5: accdad2a8a8ceca50e SHA1: 19eef7ea10bc7cae63eb Gradle: '1.
Changelog MD5: 4ec4bd4fe8cbbcd44e1d3 SHA1: e9eb16da0ac8bec31c2e5bb64 Installer MD5: ff25ca6a8c29ab75a2ac SHA1: dcbadfba4fff9d6de Direct Download Mdk MD5: cc72fe61fea SHA1: 3d67d1c3ed0f4ef1afeaefaa12 Gradle: '1.
Changelog MD5: d64aeb3bded2da2abb1b61 SHA1: ef81c0d9fcccce8ba64aeabf0ca Installer MD5: cc83b4c9eaabe00e4a1d2ced3b0d4 SHA1: 2b97c40fcaec7ee4edf45 Direct Download Mdk MD5: a10e4b9accfacb6edcbf SHA1: 7a88bbce4daa9ee3edcd Gradle: '1.
Changelog MD5: 23b4bc6dc98a0e6ca12f1ab94c59 SHA1: bae5a3de0ed92fa5b2ed Installer MD5: aade0d8a6cd24dc24fca SHA1: 0be49b41cfbbbc6d65d32f4a Direct Download Mdk MD5: 5daad80fd81dff5fc7 SHA1: 81abbddb5dc41bba7cc Gradle: '1.
Changelog MD5: 4c6abda2e91abbcfaf SHA1: 9e7be3f9ddfeaae4a8aeafe5c8 Installer MD5: c8bd7ae7a63ac3ace1d8dafc SHA1: daaeb3cefab20c5dd1b4f4b0f99eda Direct Download Mdk MD5: 94c00acb3faf38a SHA1: abee3dbca7d1fc8a61a58e3bfe21 Gradle: '1.
Changelog MD5: 09beda80ccdc8e24bddd5dcff7 SHA1: be7eaeccaed30c8fe9dd5fda23e41e Installer MD5: ba5ece7efab32be SHA1: 5dce4ec24ce0fadbe81ba0f1d Direct Download Mdk MD5: ddbbab25efdc3ca2d73a SHA1: 2a06e93bf72da1ede9ae1d7b28c4 Gradle: '1. Changelog MD5: 3bdcdc4e4c SHA1: e4af8dbd9d9afea0a0c83 Installer MD5: 1db5ea2fdb78bda0de SHA1: df5caa5b43a8cbf0fef Direct Download Mdk MD5: 1ec8e6b0d55cf6bf2f7e12c SHA1: fc10ce9d9abeebbaf44d4ebdd2 Gradle: '1.
Changelog MD5: af2c4e4e2e7a0df2f21bfde88ce8 SHA1: 3baafcb84f6ffceaecb Installer MD5: d30dcd6eb5ecbeee SHA1: bc8aaecbde53e6abdecb24 Direct Download Mdk MD5: a6d91eeea61ca57ddd SHA1: db3f5e14e0cbf0edf7dbfac07bbcd Gradle: '1.
Changelog MD5: b6cf53af96fb7a0c46e2a SHA1: 8d6ad6ffbdbe3cd8af7eca80 Installer MD5: fbadfa7fdeccfafaf SHA1: ce21b13bec3ea5eac53ecb Direct Download Mdk MD5: ccadb98a7ec6f07b8f SHA1: acaeecb21aee58c0f27f3b Gradle: '1. Changelog MD5: dcbe0a68ff9fbac0d54dac SHA1: f85bdf26b6a83ed4ebbcaaa9dc87 Installer MD5: bcf8edace6ad9bde2cb91 SHA1: eedd03edfbfd5b9acf6fbbc Direct Download Mdk MD5: dcdfc1a2a8fdff6ba4 SHA1: 3b11abdecddacc07beb Gradle: '1.
Changelog MD5: 3e6ddeb69fd1d88ec SHA1: d7d2f45e5b0a1f65a1c3efec62e2ee0 Installer MD5: c5ddaea95c7d0cdd4de8ead0a8c SHA1: cd0c5aeacbcb8efd3f81aa Direct Download Mdk MD5: 8debfef02cd6a0aeebb3 SHA1: 81d5f4d1c4b0ddbfe7dbc Gradle: '1. Changelog MD5: fbab3dbee2fe SHA1: cff37e9cdcc9fc3a Installer MD5: dca54febeacfd82a7c SHA1: 3fcb0aaddda3b91bfc5a0 Direct Download Mdk MD5: f7ed0fe55b5b52fedbb SHA1: 20f00f0ec2f54bedf0a3d3e7fdcbcb Gradle: '1.
Changelog MD5: ac30ea4abbc4b75ddaa9c3e SHA1: f09a50b1fb41eccecbd3e17 Installer MD5: 51ae0c56fe9fa1ead4f7f2a SHA1: bbd76ceb25c3bee3b Direct Download Mdk MD5: d60bc76f2efd24d95fc63 SHA1: dceb14acf10bbbc0fe0fc Gradle: '1.
Changelog MD5: bc4ecb3df3bd3c1cec7abdcb1e SHA1: db36dfabb4f35ee1de1ee85e Installer MD5: 4f7d6e5e5bdfa4ec SHA1: 61e1deeee6ace5d2bdd Direct Download Mdk MD5: c40ebaaee96e SHA1: fe68bbfcec24d38b30cbff2cbf4c68 Gradle: '1.
Changelog MD5: cf20ecedbbcb4f17fd1c9fd SHA1: 2fc25c72eea04dafcbb3b0e1a6ee49eec Installer MD5: e34ba97a0bbe01 SHA1: db2c25fa0ba7d4fde8ad58cafe Direct Download Mdk MD5: ccf25a5adbc SHA1: 5ea1ca65ad2eb2afb Gradle: '1.
Changelog MD5: ff98dacad15 SHA1: 59c6dfc0ad66cab63d0af87caf Installer MD5: daeb9c81e52fb SHA1: a1be9db29e1a3fae3aa0cab Direct Download Mdk MD5: eeb8ba15ddcda SHA1: 14ad4fd10bb9a69c61a81ebdabf39 Gradle: '1. Changelog MD5: 50cd6ed0cdeca8bf9dac75eb4cac4 SHA1: 8c78ca0ec0e2a6cce66f15afb06edb58ae Installer MD5: 0fbdb60cfb47b3da1ba11fe72 SHA1: e2fbe21b8d3b9bbaf3b8becf0b86fc Direct Download Mdk MD5: d43d0ffeefb6bbb7a4da6 SHA1: 6cead1f15b73eb5d73b64d29de65b Gradle: '1.
Changelog MD5: c54a34bb1e3aebaee SHA1: cc7ef9f49c1b70ddaeedf Installer MD5: bd22d90ef79bbafe SHA1: 7eadbccd62eaee83bdc Direct Download Mdk MD5: aefe3fac3b3eb8ce67 SHA1: faa46c4d02dbdba37f Gradle: '1. Changelog MD5: 8b02fe15c72e3cb4c3adad5 SHA1: e7ebd8fdfd72ab5eebb0ad45 Installer MD5: 2ddee5c67e25be01ddff9ee44 SHA1: 57bbfe1eaef3aa64dd1d59af5 Direct Download Mdk MD5: dcbcc5dfebacad63 SHA1: e5dcdb0ccbdc22faf5bbcb8f Gradle: '1.
Changelog MD5: dac88ff64c60cf0d3f60d SHA1: ed27cfec2bbfda28b4b10 Installer MD5: 8fbe81af9afa17e7dc2addbf9 SHA1: 0eeaceddddff57aa9cf49d66e62 Direct Download Mdk MD5: 7ada5aeffe96c SHA1: ef2dde61bc9a70cfea Gradle: '1.
Changelog MD5: c7ec27ce8acbead63 SHA1: 6edf8fdabc6b28cba2bbb Installer MD5: 1d4cfbda87ebcf SHA1: daef25a24b1ef04cf4a34ecee Direct Download Mdk MD5: 7ef5a45db74ffffc4e6a6de SHA1: fbac5c19ebed8c7aa6dedd41be7 Gradle: '1. Changelog MD5: 88aa2fe24a3dff4bcdbcbd5ef5ef SHA1: a2d5cdcf36d3fdceb4bc69f Installer MD5: dabd60dcb86e6ef SHA1: 5a74a0fb0b5bdcdebf9 Direct Download Mdk MD5: aab93dccbcc9e SHA1: 3ef52fe75e39ff8ebbcf3 Gradle: '1. Changelog MD5: 31d5aed09b8feea6af7fc SHA1: 67fa00bbdae7cf1a98cd4c43ed Installer MD5: f4f86ed2eeced01aed64f SHA1: cae71e23deaf0aa68fe5d Direct Download Mdk MD5: bcebf7f0ad3d68af SHA1: 4c68aadd4cbfc59f8aba4c6dcc9eb8e Gradle: '1.
Changelog MD5: d4b1b8b81f43e84da9b20 SHA1: 47ebcbbc7bd22d2dedaeb5 Installer MD5: 82d9f3eaedae8bc92ebd5 SHA1: d07b7d28fabdda9e1a1f5cd65e3a Direct Download Mdk MD5: 02c7c9a76dac9ad43df SHA1: d09bece8efd Gradle: '1. Changelog MD5: 47ad8b8d56c6eb11dbeaa5 SHA1: efbcaec10bf3fdf82d Installer MD5: deb0afab5bb SHA1: 3c1ac4cf2e2cccff6c3bea3ec2fbb2b Direct Download Mdk MD5: 4c2d21bf81c48de5c2dfcd SHA1: db93aefdec6fbd6d Gradle: '1. Changelog MD5: d03fecfa6adaa5aa2fd SHA1: 6caac7d7caeb42efd51a0cc1ff1dca Installer MD5: dcce7dd SHA1: 77fb6a6e1fb6acc6ebce36fa23a Direct Download Mdk MD5: 7a2c2ade2e15dbdcef59bfe SHA1: 7ba5dcabd Gradle: '1.
Changelog MD5: 0ea74fcaebe2cb85 SHA1: f3ec4d03fbfddc65ecabd3cf4ed Installer MD5: 3e9cad40c39f16e8ad8eed5 SHA1: 0ff5a2ce95e05bfc5af4f04d4d6fb Direct Download Mdk MD5: bbd43efe50cb5ee SHA1: db9eae33fad1dca6d31ddc56c Gradle: '1.
Changelog MD5: c7bcedf71bdf0 SHA1: d32bfbcd7ab6d4 Installer MD5: cdbeef5d60be SHA1: cc8ebfa5dd72f4d17fffbfa82b Direct Download Mdk MD5: b87fcfabdaed6c0 SHA1: b6ab13cbffedc1f2fba2ef4a Gradle: '1.
Changelog MD5: 7bfe2edd6df5dc SHA1: b18b0a3dcfe5b48fe28f Installer MD5: d1e54edc79f43c45fc2fed0e1f7c7 SHA1: 54ee6ed8b50e2fad8ca6aaeb0edf3 Direct Download Mdk MD5: a4a3bd54d1edab0d SHA1: a9ee68d7fb4b79cfd47bdeb5 Gradle: '1. Changelog MD5: fcdcaccfcdf1 SHA1: a91ed2aab2aaf1aefb99dce69a Installer MD5: b5f7e05cc74c28e SHA1: 82c4adc0a5f6f17a89e11fcba Direct Download Mdk MD5: bc57e8d36ab6e1f4a5dcf SHA1: a35b3bbb0aa3cdbed4ba2aedbda04acec7 Gradle: '1.
Changelog MD5: 7ceda2cfef7def92cb SHA1: 05bf0ee7d32d8ccccbff6cf0 Installer MD5: 7efa15acdc84bacc0ec63a SHA1: bafffeebada Direct Download Mdk MD5: bd3fbcf80cbca9f2eb7b5e SHA1: 9ecd2ab4eb20bbcaac70 Gradle: '1. Changelog MD5: f8bdf33bc77ca4d6 SHA1: aafcb1abd8fadce47d2 Installer MD5: dabeb74efbb02a9bbe27 SHA1: 72ccfa92dfac67f7a75f1 Direct Download Mdk MD5: bcc5b59f91ae62fe1cdc4f SHA1: 8adefc5cb0c1c6eaa6bed13fca Gradle: '1. Changelog MD5: c12a28ba7b47c9dfaff2dc82cd SHA1: de0fb5ed4a6ca3a00d72b3abb2dd Installer MD5: 5ebbfaba2bc06fbefbde8f69e0d SHA1: ae22ffddc4bb0bd3c Direct Download Mdk MD5: cc16bcee1e91dba13de SHA1: f5dc0bfbfac2cceeea Gradle: '1.
Changelog MD5: 1c8f5efbe4acf83 SHA1: 6fc0a9ddeabea71ebcf7ebbe Installer MD5: 35dcd57ec8ab62fe38 SHA1: e90d53cfc3b6bd1bad1cdae94fa0 Direct Download Mdk MD5: aeb7dfbbeae51be SHA1: fc85eedeed65cebffc95a1cf4 Gradle: '1.
Changelog MD5: 4bb5da5e4ae7cb0d3f0e12e19 SHA1: 9ba2adb5de6caffcaca21c9b01a8ff Installer MD5: af9b56afc92c7efce40a69 SHA1: 53d37f4fc7c87f1f71af7deea27 Direct Download Mdk MD5: acbf98cae SHA1: 88aaa95a4d9c23ebbba5b0cdc8 Gradle: '1. Changelog MD5: cc0b42bdca1cbfcbca SHA1: 7bdea18acecdf2b2b5f75e7d0eb8a82dbd Installer MD5: dcfdda8ac98f9a5aaf SHA1: a30fc15eaebfe72b3ee80e Direct Download Mdk MD5: ea23d8d2a46bfabb06d SHA1: 30fd0de6bc77eb41ff96 Gradle: '1. Changelog MD5: 6dccf20fb79aabe4ff SHA1: 46bdfbcc88baf57f24bd Installer MD5: adecfa0d0aa SHA1: a1d7ba1ab8b0abbb4fd07b3e9bbd14 Direct Download Mdk MD5: 91f9ffc4eedabcdcd54d7b SHA1: 24fab6a41b2dac73a84cdec99b Gradle: '1.
Changelog MD5: 1bcfd9cac84c7bdcddd4b4d3 SHA1: 7da64fdfea33de84eb Installer MD5: 63dee9c08ca8d0bce4aeb7eff39 SHA1: 48ca4cdf00dbfcb56bed22 Direct Download Mdk MD5: c41dfd6dc9f70e01fafd SHA1: 7f5cecdffdeedcd32f Gradle: '1.
Changelog MD5: ebcaf6cb38ccd87e7c92b9 SHA1: beecebd45bfcb3e87a85ebda64 Installer MD5: a1efa9edeca4ebcbdbc SHA1: 40ad99a7afb4dbc1ba6ef6ccd6d0d7 Direct Download Mdk MD5: f74c76c00e3fde21adb8f2c4e8 SHA1: abb30ce38a4e6fd8f3ddbac83e8a Gradle: '1.
Changelog MD5: ffbb93b1bab76e0f63ff SHA1: ec75ced1f49f6fbdaa2c2e84e Installer MD5: 3bd14dc97bb03ac SHA1: ec73ccbc14d29cbeeaed Direct Download Mdk MD5: 2a88b9d14eba8f5f0f4 SHA1: ab2c2ea59fd6e68befc61d0ba50a Gradle: '1. Changelog MD5: ec11dafdeb9dc18aed75 SHA1: 9b8faf12edddedea64eadb7b6e8ed2e Installer MD5: 3cb7ec7ac1edd7bef3e0abd SHA1: f55ec4bbaafb59adfa43 Direct Download Mdk MD5: 9c0ddbda1d3f5e6bed81af SHA1: 3d5ed5ee69cccc26df6 Gradle: '1. Changelog MD5: 3fbfbce6fc7a0d1bae SHA1: 3ecaf58dbfd0caaa Installer MD5: 76b26e2fbe3ddd SHA1: eacdecf3b2e5ac3d6bc9aa5e Direct Download Mdk MD5: 8c4adbf7c19edbac3b6dbc74ed SHA1: bc92d86af83cc Gradle: '1.
Changelog MD5: f65baf8d2ccbfb2e8b88 SHA1: b1e5bd72da74adadba0b0bc8 Installer MD5: b0ed4aad10f34a9e34c32 SHA1: a5a90b03bd41def5eeafcde Direct Download Mdk MD5: 02ba0aaffcf59af SHA1: d48ae03cb9baccbecb Gradle: '1. Changelog MD5: efc6ac91e58ec40dbfc8c36a8 SHA1: df56beac8df1bb3dab9dac Installer MD5: 72deb2bb6dadbe78c78dd7f3 SHA1: e7ab0f42eac7cdf8deecdae0 Direct Download Mdk MD5: 4bce1b2deb9dfeadfbc SHA1: 38edeb47cec5bfcfabb Gradle: '1.
Changelog MD5: fefcab8aefdc92b3efa69d2 SHA1: b3bb9eccbaaba5bb Installer MD5: 4bb15dbbe2ecdeda SHA1: d02e3b8eaf45ade7eef Direct Download Mdk MD5: a8c7ccdcff SHA1: d6dfe16c8b3d32b34c4dff30b78ab0e7d Gradle: '1.
Changelog MD5: 3f0def12b3e7bf51 SHA1: 78ccebfd7adcd7a1d4dd90da11cfa26 Installer MD5: 93b17a8f6a4bcda2dfb9d08dd3 SHA1: cd2b89b36b53bec1abaa4d Direct Download Mdk MD5: afb2fc8adfa SHA1: f71e5f1a12eadccccaa15b41b Gradle: '1.
Changelog MD5: 12f4fd7adb20ebf0bd4e4 SHA1: 83bddff4f2ff7d3e1edf4ee Installer MD5: faaff96e9de6fdcd SHA1: dea0f3f19fabcb4e6cd9d2ccdfeb Direct Download Mdk MD5: dc6ffc1bde35fcb09fff2dfebd SHA1: caabde76e1b89ecde34e2cc09b10 Gradle: '1. Changelog MD5: aa2b51af50dbd1fff3ba4b89d6b3b SHA1: a3caf8c80fb8a76b0fe7a19df85cf Installer MD5: e9ddd97dff5b39ed95f5b SHA1: 01bd1ebefdeb14e6 Direct Download Mdk MD5: a58febf35ccedfaf4 SHA1: 11bdcdff6bbebdcf60a9fb7f Gradle: '1.
Changelog MD5: ac7ea17a41b4cce6abd6f8b7a3a SHA1: bd8bc6b0abdac64e3d4edb98a2a5 Installer MD5: e3aa4d6d79aa2e1b7fbb23fefbf3c SHA1: 56b66bbbc4bcade7f3deb67ebef44fb3c89ce Direct Download Mdk MD5: dbeb8fc72c1a SHA1: da90f4ba3a4ccce2fac1a9f Gradle: '1. Changelog MD5: 0c2cddd7f SHA1: f04edcacdcaabd44d5 Installer MD5: 63d3d3d2cf4bfc SHA1: eacbba2ecfcecfaf5b Direct Download Mdk MD5: 37fa7e2fa22fd7baf2a8ab77b SHA1: a60bfaee21c7ff6de1b44cdbe13b Gradle: '1.
Changelog MD5: 6c93f76bdc6befd53fa84 SHA1: bc3ddbe1ed3cfdbc Installer MD5: c5e1ecbcb9da98afa89 SHA1: b1b61abceeaf38abcdfc4acc Direct Download Mdk MD5: 2adf8ad7a1c22bac SHA1: 8eeeaf00bbe22d59a0c10fafe Gradle: '1.
Changelog MD5: fefaccff6b21ced SHA1: addb44c37badc88f5e4c1c6a1 Installer MD5: 0ecee96f35aa88ae9cd SHA1: 5fa0fdbbcef7dc26d3cad4df Direct Download Mdk MD5: bd48ad8ef53cbedd3 SHA1: e0c4ddefbf1a05b9c1a9bcb0dfa3e5c Gradle: '1. Changelog MD5: 4b6a8cebfad8d5 SHA1: ccfd5b9b2ecfd42ffeb76be9 Installer MD5: 9fad2eadf94be4ebec0da SHA1: cfeedcb9b8bc3 Direct Download Mdk MD5: 84bc6b4fafabd0b SHA1: f56b97e61ca0d5dac07e0b3b73e9adefc0 Gradle: '1. Changelog MD5: f59cc37dfff5ebd4f15da5 SHA1: cd38cbf86adbebaaa Installer MD5: adeeb2f7befbb3eeaa46a90ffbcd1 SHA1: f2c56e05fa90bce7dab Direct Download Mdk MD5: 07dfef20af35eb7decf1e77 SHA1: 31ecacfbfdd6ea99a0fe0fb4d66 Gradle: '1.
Further, to register the primary offering, the company must be eligible to register primary offerings on Form S-3 in reliance on General Instruction I. In addition, if a company is relying on General Instruction I. Question: May a company with an effective shelf registration statement on Form S-3, in reliance on General Instruction I. The concept of rolling measurement dates is limited to different takedowns, not individual sales within a takedown.
The company intends to file a prospectus supplement for another continuous offering on the following Monday, June See Question In the context of multiple, concurrent continuous offerings, however, any securities that continue to be offered in other continuous offerings in reliance on General Instruction I. Question: In calculating whether the size of an offering consisting of common stock and warrants exceeds the one-third cap in General Instruction I.
Instruction 2 to General Instruction I. May it sell securities to the same investor s , with a portion coming from a takedown from its shelf registration statement for which it is relying on Instruction I. Because we believe that this offering structure evades the offering size limitations of Instruction I.
Accordingly, an issuer may not rely on Instruction I. If it does not, it would need to either register the resale on Form S-1 or wait until it has sufficient capacity under that instruction to register the resale on Form S Question : May a majority-owned subsidiary of a parent that meets the registrant requirements of Form S-3 rely on General Instruction I.
The subsidiary may use Form S-3 only after it voluntarily registers under the Exchange Act pursuant to an effective Form The Form 10 must be filed prior to the filing of the Form S-3 and may be incorporated by reference pursuant to Form S-3, Item 12 a l in substitution for the Form K. The security that must be registered on the Form 10 is the registrant-subsidiary's common stock, and not the debt security registered on Form S Question: In Part II of an automatic shelf registration statement, what information should be included under "Other Expenses of Issuance and Distribution"?
Answer: As with unallocated shelf registration statements, the information included under "Other Expenses of Issuance and Distribution" should include only the information that is known at the time of filing the registration statement. Answer: An Exhibit 5 legality opinion must be filed at the time a class of securities is first included in an automatic shelf registration statement, whether as part of the initial registration statement or in a post-effective amendment to the registration statement.
The signed opinion covering the specific securities sold in a particular offering must be filed as part of the registration statement or incorporated by reference into the registration statement no later than the closing date of the offering of such securities. This position is limited to opinions of counsel regarding the legality of the securities being offered, which are required to be filed in connection with shelf takedowns.
Question: If a well-known seasoned issuer files an automatic shelf registration statement and during that year, before its Section 10 a 3 update is due, the issuer loses its status as a well-known seasoned issuer, what is the impact on the effectiveness and use of that automatic shelf registration statement? Answer: An issuer's loss of eligibility to use a registration form after effectiveness and before its Section 10 a 3 update will not affect its ability to use that registration statement until the time of its Section 10 a 3 update.
If the issuer is no longer eligible as a well-known seasoned issuer at the time of its Section 10 a 3 update, the rules would require the issuer to amend its automatic shelf registration statement onto the form it is then eligible to use to sell the securities. Question: How does Rule g 1 ii of Regulation S-X which refers to the principal amount of securities being registered apply in the context of an automatic shelf registration statement for an unspecified amount of securities?
Answer: As with a Form S-3 or Form F-3 unallocated shelf registration statement that includes subsidiary issuers or subsidiary guarantors, in the context of an automatic shelf registration statement, the determination of the principal amount of securities being registered for purposes of Rule g 1 ii of Regulation S-X would be based on the principal amount of the guaranteed securities being sold in the particular offering.
Question: If a well-known seasoned issuer has an effective Form S-3 or Form F-3 registration statement, can it change that registration statement to an automatic shelf registration statement by filing a post-effective amendment?
If the issuer has an effective Form S-3 or Form F-3 that was not an automatic shelf registration statement when it became effective, it cannot amend that registration statement to become an automatic shelf registration statement. Instead, the issuer must file a new registration statement on Form S-3 or Form F-3 designated as an automatic shelf registration statement. When permitted by Rule a 6 , the issuer may include on the new registration statement any unsold securities covered by the effective registration statement.
Alternatively, the issuer may rely on Rule p to carry forward unused filing fees for unsold securities from the effective registration statement if the automatic shelf registration statement is filed within five years of the initial filing date of the effective registration statement. This approach is necessary because automatic shelf registration statements filed on Form S-3 or Form F-3 and post-effective amendments to automatic shelf registration statements will be designated separately, for EDGAR purposes, from other registration statements on Form S-3 or Form F-3 to enable them to become effective immediately.
Question: Can a continuous offering registered on an effective Form S-3 such as a dividend reinvestment program, including a program with a direct stock purchase plan be transitioned to an automatic shelf registration statement?
When an issuer files an automatic shelf registration statement, it can register any primary offerings for cash, including continuous offerings that were previously registered on a shelf registration statement.
This would include, without limitation, unallocated shelf offerings, dividend reinvestment programs with direct stock purchase plans, and offerings of securities by selling security holders. The issuer cannot include business combination transactions, such as acquisition shelf registration statements, on the automatic shelf registration statement. When an issuer includes an ongoing offering that was registered on an effective shelf registration on a subsequently filed automatic shelf registration statement, it may include on the new registration statement any unsold securities covered by the effective registration statement when permitted by Rule a 6.
Alternatively, it may carry forward the filing fees paid for any unsold securities under Rule p if the automatic shelf registration statement is filed within five years of the initial filing date of the effective registration statement. Question: May a majority-owned subsidiary of a well-known seasoned issuer parent use the parent's automatic shelf registration statement to register the subsidiary's guarantee of the parent's registered debt securities that are convertible into equity securities of the parent and not any other securities of the subsidiary, provided that the parent is eligible to register any of its securities on an automatic shelf registration statement?
D of Form S-3 and General Instruction I. C of Form F-3 refer to guarantees of non-convertible securities, other than common stock, of the parent. However, each security would be analyzed separately and the form may be used to register the subsidiary's guarantee of the parent's registered debt securities that are convertible into equity securities of the parent and not any other securities of the subsidiary when the parent is primarily eligible as a well-known seasoned issuer to register any of its securities on the automatic shelf registration statement and is not limited to registering only debt securities.
Question: If a spun-off subsidiary meets the conditions discussed in Questions 8 and 9 of Staff Legal Bulletin No. The spun-off subsidiary also would need to independently meet all other requirements for well-known seasoned issuer status. It should be noted that if a spun-off entity relies on its parent's reporting history for purposes of filing a Form S-3 or a Form S-3ASR, it would need to comply with Items a and b of Regulation S-K in the first annual report that it files, to the extent its parent is required to do so.
Question: Must an issuer test its well-known seasoned issuer status when it adds a new class of securities to an existing automatic shelf registration statement on Form S-3 via post-effective amendment pursuant to Rule b? When a well-known seasoned issuer adds a new class of securities to an existing automatic shelf registration statement on Form S-3 by filing a post-effective amendment pursuant to Rule b , that filing is not itself an event requiring testing of well-known seasoned issuer status unless it also serves as a Section 10 a 3 update.
General Instruction II. B of Form S-3 expressly states that no table of contents is required to be included in the prospectus or in the registration statement prepared on the form, Part I, Item 2 of the form notwithstanding. Rule does not prevent the shelf take-down from occurring and would not apply to the prospectus supplement as it is not for the purpose of updating the prospectus under Section 10 a 3. Question: May a company continue to use a registration statement that is predicated on timely filed reports such as Form S-3 during the Rule 12b extension period for a periodic report?
Answer: Rule 12b d provides that, during the extension period, a company "will not be eligible to use any registration statement form under the Securities Act the use of which is predicated on timely filed reports until the subject report is actually filed. The staff does not interpret the term to mean that the company cannot continue to use an already effective Form S-3 to make offers and sales during the extension period.
Rather, the company's ability to continue to make such offers or sales will depend on whether it determines that the prospectus included in the Form S-3 is a valid Section 10 a prospectus and there are no Section 12 a 2 or anti-fraud concerns with the prospectus. If the company determines that it does not have a valid Section 10 a prospectus, it should cease making any offers or sales under the registration statement that includes that prospectus.
Question: May a dividend reinvestment plan prospectus, which will not be distributed on a preliminary basis, bear the anticipated effective date of the registration statement to permit savings in printing costs?
Question: Does the language in General Instruction III to Form S-3 relating to advance processing of confidential treatment requests and reduced numbers of extra copies to be filed apply to all offerings? The language in General Instruction III applies only to offerings made for dividend or interest reinvestment plans. Question : A registrant intends to file a non-automatic shelf registration statement on Form S-3 on April 10, hoping to become effective by April Certain information required in the Form S-3 concerning officers and directors is not intended to be furnished in the K, but will be incorporated by reference from the registrant's definitive proxy statement which will be filed on April What must the registrant do in order to become effective by April 25?
Answer : In order to have a complete Section 10 a prospectus, the registrant must either file the definitive proxy statement before the Form S-3 is declared effective or include the officer and director information in the Form K. Question: May a wholly-owned subsidiary that files a reduced disclosure Form K pursuant to General Instruction I of that form still use Form S-3 if otherwise eligible to do so? Question: Company A, a wholly-owned subsidiary of Company B, intends to file a registration statement on Form S-3 for the sale of its debt securities.
May Company A include information concerning Company B in the registration statement by incorporating Company B's Exchange Act reports by reference even though Company B is not guaranteeing the debt obligation? Answer: Item 12 of Form S-3 refers only to the incorporation by reference of certain reports and information of the registrant, and makes no provision for incorporation by reference of reports of the registrant's parent unless the parent was guaranteeing the obligation or was otherwise also a registrant.
Nevertheless, Company A may incorporate Company B's Exchange Act reports by reference so long as all the applicable consents are filed and assuming Company B also meets the eligibility requirements of Form S Question : May the description of securities registered on Form S-3 be set forth in a different "core" prospectus for each particular class of securities so that, for example, offerings of preferred stock and senior notes off the shelf could use different "core" prospectuses?
The use of multiple "core" prospectuses is consistent with the requirements of the form and Securities Act Rule B. Question: Item 12 a of Form S-3 requires a registrant to specifically incorporate its latest Form K and any other Section 13 a or 15 d reports filed since the end of the fiscal year covered by the Form K. Item 12 b states 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.
If a Form Q is filed before a registration statement becomes effective, must it be specifically incorporated thereby requiring a pre-effective amendment or would it be considered to be "subsequently filed" and therefore deemed to be incorporated by reference.
Answer: A registrant need not file a pre-effective amendment solely to incorporate an Exchange Act report filed prior to effectiveness, provided that the registrant includes a statement in its initial registration statement in addition to the statement regarding incorporation after the date of the prospectus to the effect that all filings filed by the registrant pursuant to the Exchange Act after "the date of the initial registration statement and prior to effectiveness of the registration statement" shall be deemed to be incorporated by reference into the prospectus.
In the first prospectus used after effectiveness, a copy of which is required to be filed under Rule b , the registrant should identify all Exchange Act reports filed prior to effectiveness by type, date and Commission file number.
If the registration statement does not specifically incorporate reports filed during the waiting period, a pre-effective amendment would be required in order to incorporate the Form Q.
Question: Issuers filing automatic shelf registration statements do not request acceleration of effectiveness. Do these well-known seasoned issuers nonetheless need to include the Item h undertaking in these registration statements?
An automatic shelf registration statement on Form S-3, other than one relating solely to securities offered pursuant to a dividend or interest reinvestment plan, should include the Item h undertaking rather than the indemnification disclosure required by Item of Regulation S-K even though the issuer will not request acceleration of effectiveness.
Automatic shelf registration statements relating solely to securities offered pursuant to a dividend or interest reinvestment plan should include the disclosure under Item of Regulation S-K. Question: Item 12 a 3 of Form S-3 requires incorporation by reference of the description of securities of companies with a class of securities registered pursuant to Section 12 of the Exchange Act that is contained in a registration statement filed under Section 12 of the Exchange Act.
How is this done when it is no longer deemed desirable or possible to incorporate that registration statement because of the length of time that has passed or other events that have occurred since it was filed? Answer: A Form 8-K should be filed containing the description, and that Form 8-K should be incorporated by reference. Question: Must the annual report to shareholders delivered pursuant to Item 12 a of Form S-4 comply in all respects with the disclosure requirements set forth in Exchange Act Rules 14a-3 or 14c-3?
Waivers will not be given with respect to annual reports that do not fully comply with the specific requirements of Rule 14a-3 or Rule 14c In certain limited circumstances, however, when a registrant is compelled to hold a meeting of security holders as a result of a security holder demand under state law and is unable to furnish audited financial statements, the Director of the Division of Corporation Finance may grant exemptive relief from the requirement to furnish an annual report to security holders that contains audited financial statements as required by Rule 14a-3 or Rule 14c See Exchange Act Release No.
Question: A registrant included in its Form S-4 registration statement securities to be issued subsequent to the merger, in connection with a dividend reinvestment plan and an employee benefit plan.
After the merger, can the registrant amend the registration statement for use by the two plans, providing a separate prospectus for each? Answer: Yes, the registrant could file a post-effective amendment to the Form S-4 on Form S-8 for the employee benefit plan, and a second post-effective amendment to the Form S-4 on Form S-3 to cover the dividend reinvestment plan.
Question: An issuer intends to use Form S-4 to register common stock to be issued in a merger transaction. The merger agreement has a contingency clause, which may require the payment of additional consideration in the form of notes or other securities to the shareholders of the acquired company two years after the merger, if the price of the issuer's stock should decline.
Should the contingent notes be registered in the Form S-4? The contingent notes should be included in the Form S-4, inasmuch as they are also being offered at the time of the merger vote. Question: Where the number of shares to be issued in a merger transaction is based upon a formula that will not be applied until the closing date for the transaction, how should the issuer determine the appropriate number of shares to register?
Answer: The issuer should register sufficient shares to cover the maximum number or a dollar amount sufficient to cover the maximum dollar amount that could be issued under the formula. Securities Act Rule o may be used to register securities by aggregate dollar amount on Form S-4 even if the securities registered are all of a single class of securities.
Question: A registration statement on Form S-4 is filed to register stock to be issued in the acquisition of a non-reporting company by a reporting company. Only the non-reporting company will solicit proxies. Can a proxy card be sent with the red herring prospectus? Although this solicitation is not subject to Regulation 14A, it nevertheless will involve a "sale" under Rule , which cannot be consummated without an effective registration statement.
Accordingly, a proxy card can be sent only with the Rule b prospectus, not with the red herring. May a registrant include a proxy card in the red herring? Registrants may solicit before and after the filing of a registration statement or proxy statement provided that the registrant files all written communications on the date of first use and does not furnish a form of proxy. Because a vote on the transaction would amount to an investment decision with respect to the securities being registered, no proxy card could be sent until after the registration statement became effective and the final prospectus was delivered.
Question: An issuer filed a registration statement on Form S-4 that contained its proxy statement. After the effective date of the registration statement and the delivery of the final prospectus, the issuer decided to mail an additional letter to shareholders in connection with the transaction.
How should the issuer file the additional letter? Answer: The issuer should file the letter as additional soliciting material pursuant to Exchange Act Rule 14a-6 b upon first use. If the issuer files the letter in connection with a registered offering under Rule , the letter will be deemed to be filed under Rule 14a-6 b.
Question: Does the "for cash" requirement contained in General Instruction I. Form S-3 may be used for a spin-off if a company is eligible to use the form for a primary offering. It should be noted, however, that absent compliance with Staff Legal Bulletin No. The shareholders of both companies are voting on the transaction. The target company, although not a public company, satisfies the definition of a "smaller reporting company" under Item 10 f 1 of Regulation S-K.
May the issuer present information regarding the target company in accordance with the scaled disclosure provisions in Regulations S-X and S-K that are available to smaller reporting companies? However, the financial statements of the target company included in a subsequent Form 8-K reporting the consummation of the business acquisition must comply with the Regulation S-X provisions applicable to the combined company.
Additionally, a smaller reporting company filing a Form S-4 to acquire a target that would not qualify as a smaller reporting company would not be able to present the target's information using the scaled disclosure provisions available to smaller reporting companies.
The offering-specific risks, however, would be required to be disclosed in the Form S-4 itself. Is there a particular form that these representations must take? As a condition to it not objecting to the registration of these offerings, the staff has requested that issuers make certain representations.
Over time, the staff has observed some variation in representations that are being provided. These representations need not follow any particular form so long as they address the following essential matters:. If the representations clearly state the essential matters outlined above, the staff does not believe that this additional disclosure is necessary.
Any person acquiring Exchange Securities with a view to distributing them must be identified as an underwriter in the prospectus and must comply with all applicable requirements. In addition, a broker-dealer acquiring Exchange Securities may be required to deliver a prospectus in connection with resales if it is relying on the exemption in Section 4 a 3 of the Securities Act.
The staff believes that the representations may be provided either in the prospectus or in correspondence submitted in connection with the filing. Question : May a company that files reports under Sections 13 or 15 d of the Exchange Act, but is not statutorily required to do so, use Form S-8? Question: As a general matter, once an option becomes exercisable, an offer is made pursuant to Section 5.
Further, if an option becomes exercisable within one year, it is deemed to be immediately exercisable. Therefore, a registration statement must be on file before the option is exercisable for the entire transaction to be a public offering. A later filing of the registration statement would convert a private offering into a public offering, which is inconsistent with Section 5. Is there an exception to this position with respect to Form S-8? The only exception to this position is with respect to Form S-8, in which shares underlying the options are permitted to be registered at any time before the option is exercised, without regard to when the option became exercisable.
Question: At the time that its Form S-8 registration statement was required to be updated under Section 10 a 3 , a company was no longer eligible to use Form S-8 because the company was not current in its reporting obligations and therefore did not satisfy General Instruction A to Form S May the company permit options underlying shares registered on the Form S-8 to be exercised pursuant to an exemption from registration?
The company must cease using the Form S-8 registration statement at the time it is required to update the Form S-8 registration statement to satisfy Section 10 a 3. The company may file a new registration statement on the form it is eligible to use for a primary offering to register the exercise of the outstanding options. Use of the Form S-8 may resume once the company becomes current in its reporting obligations and satisfies General Instruction A.
Question: Under what circumstances must the exercise of shares underlying a stock appreciation right SAR be registered? Answer: If an SAR can be settled only in cash, then such exercise need not be registered.
Shares issuable on exercise of an SAR that may be settled in stock must be registered. When a stock option and a cash-only SAR are granted in tandem and the holder must choose between either exercising the option or the SAR, registration of the shares underlying the option is required.
Question: Notwithstanding the definition of employee in Rule , is a director considered to be an employee for purposes of Form S-8? Question: May a company register securities to be issued pursuant to two plans on the same registration statement? If so, how is this done? The full title of each plan should be listed on the face of the registration statement on the appropriate line.
The Part I information delivered pursuant to Rule with respect to each plan should be specific to that plan. If any Part II information relates specifically to one plan, the disclosure should make that relationship clear.
Answer: No, because this kind of offer is outside the scope of the form. The company would have to use a form otherwise available. Question: Founders of a company intended to issue options on the common stock they hold. The transaction would be structured as part of an employee benefit plan. The Board would authorize the issuance of the options and the founders would make assurances that they would not otherwise pledge or encumber the underlying common shares.
Is Form S-8 available to register the underlying shares? Form S-8 would not be the appropriate form for registration because issuance of the shares underlying the options would involve a secondary or resale offering by the founders. The only situation in which Form S-8 is available for an employee option plan structured as a secondary offering is where the laws of a foreign jurisdiction prohibit a foreign issuer from directly issuing the shares underlying compensatory options. In this limited circumstance, Form S-8 is available for the offer and sale of the underlying shares by a special purpose trust or other entity established to comply with such foreign law.
Question: Do the general requirements of Form S-8 require only that all reports required to be filed with the Commission during the preceding 12 months have been filed, or do they also require that such reports have been timely filed?
Answer: General Instruction A. Question : May an issuer file or use a registration statement on Form S-8 after the issuer has filed its Form K but prior to filing the Part III information that will be incorporated by reference into the Form K? As a result, does the company lose its eligibility to file a registration statement on Form S-8? Question: Company A acquires Company B and, in connection with the acquisition, assumes outstanding Company B options held by current and former employees of Company B.
May Company A register on Form S-8 Company A shares to be sold to former employees of Company B upon the exercise of the assumed options? Answer: Based on these facts, Form S-8 could not be used. Under General Instruction A. Here, Company A may register the exercise of the options by former employees of Company B on a registration form that the company is eligible to use. Question: Are securities analysts excluded from receiving securities issued under Rule or registered on Form S-8 as "consultants" or "advisors" because their services, as securities industry professionals, are inherently capital-raising or promote or maintain a market for the issuer's securities?
Question: The Rule definition of "employee benefit plan" states that consultants or advisors may participate in an employee benefit plan only if 1 they are natural persons, 2 they provide bona fide services to the registrant, and 3 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.
Can securities issuable under a plan that permits consultants to be compensated for capital-raising services, as well as services that qualify under Rule , be registered on Form S-8? The plan does not satisfy the Rule definition of "employee benefit plan," and therefore, no securities issuable under the plan can be registered on Form S Question : A stock option plan registered on Form S-8 permits the issuance of transferable options.
The registration statement covers only the issuance of the common stock on the exercise of the options. Can a non-employee, who acquires an option from an employee, exercise that option under the Form S-8 registration statement? Question: An issuer that has maintained a k employee savings plan for several years has decided to add its common stock as an investment option in the plan.
As a result, both the plan interests and the employer stock will be subject to Securities Act registration. Prior to the addition of the employer stock, the plan interests would not be regarded as securities. General Instruction A. Does this Instruction require a Form K to be filed contemporaneously with the Form S-8 in this situation?
Because the plan interests were not securities before adoption of the amendment adding employer securities, the initial Form K will not be required.
The investment options for the k plan are such that Securities Act registration is required. For which of these contributions would the company need to pay a registration fee?
Answer : The company would not have to pay a fee for the automatic contribution since it is made without regard to employee contributions. A fee would be paid with respect to the employee contributions and the matching contributions. Question: Part II, Item 8 a of Form S-8 provides that an opinion of counsel as to the legality of the securities being registered is required only with respect to the issuance of securities by the issuer.
If a plan currently intends to acquire all shares to be distributed pursuant to the Form S-8 through open market purchases and subsequently decides to purchase newly-issued shares directly from the company, may the Form S-8 be amended at that subsequent time to include an opinion of counsel?
Question: Must a registration statement on Form S-8, covered by Rule , include all applicable undertakings in Item of Regulation S-K, including specifically those in Items a , b and h? However, the Form S-8 does not have to include the undertakings contained in Items a 5 i , a 5 ii , and a 6. Question: In its Form S-8, an issuer will incorporate by reference financial statements from its Form K. How must the issuer file the accountant's consent to use of the accountant's report?
Answer: The issuer may include the accountant's consent to use of the accountant's report either directly in the registration statement as an exhibit or via incorporation by reference to a consent filed with the Form K. Question: Item 3 c of Form S-8 requires incorporation by reference of the description of securities of companies with a class of securities registered pursuant to Section 12 of the Exchange Act that is contained in a registration statement filed under Section 12 of the Exchange Act.
Question: Should documents constituting the current Form S-8 prospectus, as updated for Section 10 a 3 purposes, be delivered concurrently to new plan participants? Question: Item 2 of Form S-8 requires a statement indicating the availability without charge, upon written or oral request, of documents required to be delivered to employees pursuant to Rule b.
Do all Rule b documents need to be described pursuant to Item 2 of the Form S-8? Question: Does the Rule b 5 obligation to deliver company proxy statements and reports to employees participating in a stock option plan or plan fund that invests in the company's securities extend to former employees, within the scope of General Instruction A. Question: Do the procedures applicable to Form S-8 apply to updating a reoffer prospectus filed with a Form S-8? When a Form S-8 registration statement contains a reoffer prospectus prepared in accordance with Part I of Form S-3, the registration statement is, nonetheless, simply a registration statement on Form S-8 with a separate reoffer prospectus.
Accordingly, if a registrant must update such a Form S-8 in accordance with the undertakings of Item of Regulation S-K, that updating may be accomplished through the procedures applicable to Form S-8 registration statements. Their last resort. Did you know Edit.
Trivia At the beginning of each episode, the title is shown with four symbols inside of an O that foreshadow events from that episode. The symbols also spell the letters Z-A-R-K to form OZARK altogether. Goofs In several episodes, license plates on the Missouri cars start with a number instead of a letter. In Missouri, license plates can only start with numbers on trucks instead of cars.
They can even be transferred to an SUV from a truck from the original owner in case of an automobile purchase, but never to a car. Connections Featured in WatchMojo: Top 10 Villains on Netflix Original Series User reviews 1. Top review. If You Liked Season 1 , You Hvae To See Season 2!!! In my opinion best show on Netflix.
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