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Form F-9 Registration Statement Under The Securities Act Of 1933 (SEC2291) F-9 - Official Federal Forms
| Form F-9 Registration Statement Under The Securities Act Of 1933 (SEC2291) 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 Form F-9 OMB APPROVAL OMB Number: . . . . . 3235-0377 Expires: . . . . . . August 31, 2015 Estimated average burden hours per response. . . . . . . . 25 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) It is proposed that this filing shall become effective (check appropriate box) A. [ ] B. 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. 3. [] 4. [ ] after the filing of the next amendment to this Form (if preliminary material is being filed). 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. [ ] SEC 2291 (04-09) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a -1 currently valid OMB control number. American LegalNet, Inc. www.FormsWorkFlow.com CALCULATION OF REGISTRATION FEE* Title of each class of securities to be registered Proposed maximum offering price per unit Proposed maximum aggregate offering price Amount to be registered Amount of registration fee * See General Instructions II.G.-II.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 o n 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 pag e 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. Eligibility Requirements for Use of Form F-9 A. Form F-9 may be used for the registration under the Securities Act of 1933 (the "Securities Act") of investment grade debt or investment grade preferred securities that are: offered for cash or in connection with an exchange offer; and (2) eithe (1) r non-convertible or not convertible for a period of at least one year from the date of issuance and, except as noted in E. below, are thereafter only convertible into a security of another class of the issuer. Instruction: Securities shall be "investment grade" if, at the time of sale, at least one nationally recognized statistical rating organization (as that term is used in relation to Rule 15c3-1(c)(2)(vi)(F) under the Securities Exchange Act of 1934 (the "Exchange Act") or at least one Approved Rating Organization (as defined in National Policy Statement No. 45 of the Canadian Securities Administrator, as the same may be amended from time to time) has rated the security in one of its generic rating categories that signifies investment grade; typically the four highest rating categories (within which there may be subcategories or gradations indicating relative standing) signify investment grade. B. Form F-9 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 or a crown corporation; (3) 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; and (4) has an aggregate market value of the public float of its outstanding equity shares of $75 million or more; provided, however, that the requirements set forth in B.(4) above shall not apply if the securities being registered on this Form are not convertible into another security. Instructions: 1. 2. 3. 4. 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, the term "crown corporation" shall mean a corporation all of whose common shares or comparable equity is owned directly or indirectly by the Government of Canada or a Province or Territory of Canada. 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 purposes of this Form, an "affiliate" of a person is anyone who beneficially owns, directly or indirectly, or -2American LegalNet, Inc. www.FormsWorkFlow.com exercises control or direction over, more than 10
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