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Form F-8 Registration Statement Under The Securities Act Of 1933 (Canadian Issuers) (SEC2290) F-8 - Official Federal Forms
| Form F-8 Registration Statement Under The Securities Act Of 1933 (Canadian Issuers) (SEC2290) Form. This is a national form and can be used in Securities And Exchange Commission . |
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You may not send a completed printout of this form to the SEC to satisfy a filing obligation. You can only satisfy an SEC filing obligation by submitting the information required by this form to the SEC in electronic format online at https://www.onlineforms.edgarfiling.sec.gov. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0378 Expires: April 30, 2015 estimated average burden hours per response. . . . . ..... 1.0 FORM F-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Exact name of Registrant as specified in its charter) (Translation of Registrant's name into English (if applicable)) (Province or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number (if applicable)) (I.R.S. Employer Identification Number (if applicable)) (Address and telephone number of Registrant's principal executive offices) (Name, address (including zip code) and telephone number (including area code) of agent for service in the United States) Approximate date of commencement of proposed sale of the securities to the public This registration statement and any amendment thereto shall become effective upon filing with the Commission in accordance with Rule 467(a). If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction's shelf prospectus offering procedures, check the following box. Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2290 (1-07) American LegalNet, Inc. www.FormsWorkFlow.com CALCULATION OF REGISTRATION FEE* Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit Proposed maximum aggregate offering price Amount of registration fee * See General Instructions IV.F.-IV.H. for rules as to calculation of the registration fee. If, as a result of stock splits, stock dividends or similar transactions, the number of securities purported to be registered on this registration statement changes, the provisions of Rule 416 shall apply to this registration statement. GENERAL INSTRUCTIONS I. General Eligibility Requirements for Use of Form F-8 A. Form F-8 may be used for registration under the Securities Act of 1933 ("Securities Act") of securities to be issued in an exchange offer or in connection with a statutory amalgamation, merger, arrangement or other reorganization requiring the vote of shareholders of the participating companies (a "business combination"). Securities may be registered on this Form whether they constitute the sole consideration for such exchange offer or business combination, or are offered in conjunction with cash. B. This Form shall not be used for registration of securities if no takeover bid circular or issuer bid circular (in the case of an exchange offer) or information circular (in the case of a business combination) is prepared pursuant to the requirements of any Canadian jurisdiction due to the availability of an exemption from such requirements. This Form may not be used for registration of derivative securities except: (1) warrants, options and rights, provided that such securities and the underlying securities to which they relate are issued by the Registrant, its parent or an affiliate of either; and (2) convertible securities, provided that such securities are convertible only into securities of the Registrant, its parent or an affiliate of either. Instruction. For purposes of this Form, an "affiliate" of a person is anyone who beneficially owns, directly or indirectly, or exercises control or direction over, more than 10 percent of the outstanding equity shares of such person. The determination of a person's affiliates shall be made as of the end of such person's most recently completed fiscal year. D. This Form shall not be used if the Registrant or, in the case of an exchange offer, the issuer of securities to be exchanged (the "subject securities") for securities of the Registrant is an investment company registered or required to be registered under the Investment Company Act of 1940. II. Eligibility Requirements for Exchange Offers A. In the case of an exchange offer, Form F-8 is available to any Registrant that: (1) is incorporated or organized under the laws of Canada or any Canadian province or territory; (2) is a foreign private issuer; (3) has had a class of its securities listed on The Montreal Exchange, The Toronto Stock Exchange or the Senior Board of the Vancouver Stock Exchange for the 12 calendar months immediately preceding the filing of this Form, has been subject to the continuous disclosure requirements of any securities commission or equivalent regulatory authority in Canada for a period of at least 36 calendar months immediately preceding the filing of this Form, and is currently in compliance with obligations arising from such listing and reporting; and C. 2 American LegalNet, Inc. www.FormsWorkFlow.com (4) has an aggregate market value of the public float of its outstanding equity shares of (CN) $75 million or more; provided, however, that such public float requirement need not be satisfied if the issuer of the securities to be exchanged is also the Registrant on this Form. Instructions. 1. For purposes of this Form, "foreign private issuer" shall be construed in accordance with Rule 405 under the Securities Act. For purposes of this Form, "equity shares" shall mean common shares, non-voting equity shares and subordinate or restricted voting equity shares, but shall not include preferred shares. For purposes of this Form, the "public float" of specified securities shall mean only such securities held by persons other than affiliates of the issuer. For the purposes of this Form, the market value of the public float of outstanding equity shares shall be computed by use of the price at which such shares were last sold, or the average of the bid and asked prices of such shares, in the principal market for such shares as of a date within 60 days prior to the date of filing. If there is no market for any of such securities, the book value of such securities computed as of the latest practicable date prior to the filing of this Form shall be used for purposes of calculating the market value, unless the issuer of such securities is in bankruptcy or receivership or has a
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