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Form F-10 Registration Statement Under The Securities Act Of 1933 (Canadian Issuers) (SEC2292) F-10 - Official Federal Forms
| Form F-10 Registration Statement Under The Securities Act Of 1933 (Canadian Issuers) (SEC2292) 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: 3235-0380 Expires: October 31, 2014 Estimated average burden hours per response. . . . . . 25 FORM F-10 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 (Principal jurisdiction regulating this offering (if applicable)) It is proposed that this filing shall become effective (check appropriate box) A. upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada). at some future date (check the appropriate box below) 1. 2. pursuant to Rule 467(b) on (date) at (time) (designate a time not sooner than 7 calendar days after filing). pursuant to Rule 467(b) on (date) at (time) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on (date). pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto. after the filing of the next amendment to this Form (if preliminary material is being filed). B. 3. 4. 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 2292 (03-07) 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 II.G.-II.I. 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. If it is proposed that this filing become effective pursuant to Rule 467(b), the following legend shall appear on the cover page of this Form: "The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registration statement shall become effective as provided in Rule 467 under the Securities Act of 1933 or on such date as the Commission, acting pursuant to Section 8(a) of the Act, may determine." GENERAL INSTRUCTIONS I. General Eligibility Requirements for Use of Form F-10 A. Form F-10 may be used for the registration of securities under the Securities Act of 1933 (the "Securities Act"), including 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"). 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. C. Form F-10 is available to any Registrant that: (1) (2) (3) is incorporated or organized under the laws of Canada or any Canadian province or territory; is a foreign private issuer; has been subject to the continuous disclosure requirements of any securities commission or equivalent regulatory authority in Canada for a period of at least 12 calendar months immediately preceding the filing of this Form, and is currently in compliance with such obligations, provided, however, that in case of a business combination, each participating company other than the successor Registrant must meet such 12-month reporting obligation, except that any such participating company shall not be required to meet such reporting requirement if other participating companies whose assets and gross revenues, respectively, would contribute at least 80 percent of the total assets and gross revenues from continuing operations of the successor Registrant, as measured based on pro forma combination of the participating companies' most recently completed fiscal years, each meet such reporting requirement; and has an aggregate market value of the public float of its outstanding equity shares of $75 million or more; provided, however, that in the case of a business combination, the aggregate market value of the public float of the outstanding equity shares of each participating company other than the successor Registrant is $75 million or more, except that any such participating company shall not be required to meet such public float requirement if other participating companies whose assets and gross revenues, respectively, would
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