[Code of Federal Regulations]
[Title 17, Volume 2]
[Revised as of April 1, 2001]
From the U.S. Government Printing Office via GPO Access
[CITE: 17CFR229.512]

[Page 414-417]
 
              TITLE 17--COMMODITY AND SECURITIES EXCHANGES
 
             CHAPTER II--SECURITIES AND EXCHANGE COMMISSION
 
 PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975--REGULATION S-K--Table of Contents
 
    Subpart 229.500--Registration Statement and Prospectus Provisions
 
Sec. 229.512  (Item 512) Undertakings.

    Include each of the following undertakings that is applicable to the 
offering being registered.
    (a) Rule 415 Offering.1 Include the following if the 
securities are registered pursuant to Rule 415 under the Securities Act 
(Sec. 230.415 of this chapter):
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    1 Paragraph (a) reflects proposals made in Securities Act 
Release No. 6334 (Aug. 6, 1981).
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    The undersigned registrant hereby undertakes:
    (1) To file, during any period in which offers or sales are being 
made, a post-effective amendment to this registration statement:
    (i) To include any propectus required by section 10(a)(3) of the 
Securities Act of 1933;
    (ii) To reflect in the prospectus any facts or events arising after 
the effective date of the registration statement (or the most recent 
post-effective amendment thereof) which, individually or in the 
aggregate, represent a fundamental change in the information set forth 
in the registration statement. Notwithstanding the foregoing, any 
increase or decrease in volume of securities offered (if the total 
dollar value of securities offered would not exceed that which was 
registered) and any deviation from the low or high end of the estimated 
maximum offering range may be reflected in the form of prospectus filed 
with the Commission pursuant to Rule 424(b) (Sec. 230.424(b) of this 
chapter) if, in the aggregate, the changes in volume and price represent 
no more than 20% change in the maximum aggregate offering price set 
forth in the ``Calculation of Registration Fee'' table in the effective 
registration statement.
    (iii) To include any material information with respect to the plan 
of distribution not previously disclosed in the registration statement 
or any material change to such information in the registration 
statement;

Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) of this 
section do not apply if the registration statement is on Form S-3 
(Sec. 239.13 of this chapter), Form S-8 (Sec. 239.16b of this chapter) 
or Form F-3 (Sec. 239.33 of this chapter), and the information required 
to be included in a post-effective amendment by those paragraphs is 
contained in periodic reports filed with or furnished to the Commission 
by the registrant pursuant to section 13 or section 15(d) of the 
Securities Exchange Act of 1934 that are incorporated by reference in 
the registration statement.
    (2) That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be 
deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall 
be deemed to be the initial bona fide offering thereof.

[[Page 415]]

    (3) To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at 
the termination of the offering.
    (4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any 
financial statements required by ``Item 8.A. of Form 20-F (17 CFR 
249.220f)'' at the start of any delayed offering or throughout a 
continuous offering. Financial statements and information otherwise 
required by Section 10(a)(3) of the Act need not be furnished, provided 
that the registrant includes in the prospectus, by means of a post-
effective amendment, financial statements required pursuant to this 
paragraph (a)(4) and other information necessary to ensure that all 
other information in the prospectus is at least as current as the date 
of those financial statements. Notwithstanding the foregoing, with 
respect to registration statements on Form F-3 (Sec. 239.33 of this 
chapter), a post-effective amendment need not be filed to include 
financial statements and information required by Section 10(a)(3) of the 
Act or Sec. 210.3-19 of this chapter if such financial statements and 
information are contained in periodic reports filed with or furnished to 
the Commission by the registrant pursuant to section 13 or section 15(d) 
of the Securities Exchange Act of 1934 that are incorporated by 
reference in the Form F-3.
    (b) Filings incorporating subsequent Exchange Act documents by 
reference. Include the following if the registration statement 
incorporates by reference any Exchange Act document filed subsequent to 
the effective date of the registration statement:

The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing 
of the registrant's annual report pursuant to section 13(a) or section 
15(d) of the Securities Exchange Act of 1934 (and, where applicable, 
each filing of an employee benefit plan's annual report pursuant to 
section 15(d) of the Securities Exchange Act of 1934) that is 
incorporated by reference in the registration statement shall be deemed 
to be a new registration statement relating to the securities offered 
therein, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof.

    (c) Warrants and rights offerings. Include the following, with 
appropriate modifications to suit the particular case, if the securities 
to be registered are to be offered to existing security holders pursuant 
to warrants or rights and any securities not taken by security holders 
are to be reoffered to the public:

The undersigned registrant hereby undertakes to supplement the 
prospectus, after the expiration of the subscription period, to set 
forth the results of the subscription offer, the transactions by the 
underwriters during the subscription period, the amount of unsubscribed 
securities to be purchased by the underwriters, and the terms of any 
subsequent reoffering thereof. If any public offering by the 
underwriters is to be made on terms differing from those set forth on 
the cover page of the prospectus, a post-effective amendment will be 
filed to set forth the terms of such offering.

    (d) Competitive bids. Include the following, with appropriate 
modifications to suit the particular case, if the securities to be 
registered are to be offered at competitive bidding:

The undersigned registrant hereby undertakes (1) to use its best efforts 
to distribute prior to the opening of bids, to prospective bidders, 
underwriters, and dealers, a reasonable number of copies of a prospectus 
which at that time meets the requirements of section 10(a) of the Act, 
and relating to the securities offered at competitive bidding, as 
contained in the registration statement, together with any supplements 
thereto, and (2) to file an amendment to the registration statement 
reflecting the results of bidding, the terms of the reoffering and 
related matters to the extent required by the applicable form, not later 
than the first use, authorized by the issuer after the opening of bids, 
of a prospectus relating to the securities offered at competitive 
bidding, unless no further public offering of such securities by the 
issuer and no reoffering of such securities by the purchasers is 
proposed to be made.

    (e) Incorporated annual and quarterly reports. Include the following 
if the registration statement specifically incorporates by reference 
(other than by indirect incorporation by reference through a Form 10-K 
and Form 10-KSB (Sec. 249.310 of this chapter) report) in the prospectus 
all or any part of the annual report to security holders meeting the 
requirements of Rule 14a-3 or Rule

[[Page 416]]

14c-3 under the Exchange Act) Secs. 240.14a-3 and 240.14c-3 of this 
chapter):

The undersigned registrant hereby undertakes to deliver or cause to be 
delivered with the prospectus, to each person to whom the prospectus is 
sent or given, the latest annual report to security holders that is 
incorporated by reference in the prospectus and furnished pursuant to 
and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the 
Securities Exchange Act of 1934; and, where interim financial 
information required to be presented by Article 3 of Regulation S-X are 
not set forth in the prospectus, to deliver, or cause to be delivered to 
each person to whom the prospectus is sent or given, the latest 
quarterly report that is specifically incorporated by reference in the 
prospectus to provide such interim financial information.

    (f) Equity offerings of nonreporting registrants. Include the 
following if equity securities of a registrant that prior to the 
offering had no obligation to file reports with the Commission pursuant 
to section 13(a) or 15(d) of the Exchange Act are being registered for 
sale in an underwritten offering:

The undersigned registrant hereby undertakes to provide to the 
underwriter at the closing specified in the underwriting agreements 
certificates in such denominations and registered in such names as 
required by the underwriter to permit prompt delivery to each purchaser.

    (g) Registration on Form S-4 or F-4 of securities offered for 
resale. Include the following if the securities are being registered on 
Form S-4 or F-4 (Sec. 239.25, or 34 of this chapter) in connection with 
a transaction specified in paragraph (a) of Rule 145 (Sec. 230.145 of 
this chapter).
    (1) The undersigned registrant hereby undertakes as follows: That 
prior to any public reoffering of the securities registered hereunder 
through use of a prospectus which is a part of this registration 
statement, by any person or party who is deemed to be an underwriter 
within the meaning of Rule 145(c), the issuer undertakes that such 
reoffering prospectus will contain the information called for by the 
applicable registration form with respect to reofferings by persons who 
may be deemed underwriters, in addition to the information called for by 
the other Items of the applicable form.
    (2) The registrant undertakes that every prospectus (i) that is 
filed pursuant to paragraph (h)(1) immediately preceding, or (ii) that 
purports to meet the requirements of section 10(a)(3) of the Act and is 
used in connection with an offering of securities subject to Rule 415 
(Sec. 230.415 of this chapter), will be filed as a part of an amendment 
to the registration statement and will not be used until such amendment 
is effective, and that, for purposes of determining any liability under 
the Securities Act of 1933, each such post-effective amendment shall be 
deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall 
be deemed to be the initial bona fide offering thereof.
    (h) Request for acceleration of effective date or filing of 
registration statement on Form S-8. Include the following if 
acceleration is requested of the effective date of the registration 
statement pursuant to Rule 461 under the Securities Act (Sec. 230.461 of 
this chapter), or if the registration statement is filed on Form S-8, 
and:
    (1) Any provision or arrangement exists whereby the registrant may 
indemnify a director, officer or controlling person of the registrant 
against liabilities arising under the Securities Act, or
    (2) The underwriting agreement contains a provision whereby the 
registrant indemnifies the underwriter or controlling persons of the 
underwriter against such liabilities and a director, officer or 
controlling person of the registrant is such an underwriter or 
controlling person thereof or a member of any firm which is such an 
underwriter, and
    (3) The benefits of such indemnification are not waived by such 
persons:

Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling 
persons of the registrant pursuant to the foregoing provisions, or 
otherwise, the registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against 
public policy as expressed in the Act and is, therefore, unenforceable. 
In the event that a

[[Page 417]]

claim for indemnification against such liabilities (other than the 
payment by the registrant of expenses incurred or paid by a director, 
officer or controlling person of the registrant in the successful 
defense of any action, suit or proceeding) is asserted by such director, 
officer or controlling person in connection with the securities being 
registered, the registrant will, unless in the opinion of its counsel 
the matter has been settled by controlling precedent, submit to a court 
of appropriate jurisdiction the question whether such indemnification by 
it is against public policy as expressed in the Act and will be governed 
by the final adjudication of such issue.

    (i) Include the following in a registration statement permitted by 
Rule 430A under the Securities Act of 1933 (Sec. 230.430A of this 
chapter):

The undersigned registrant hereby undertakes that:
    (1) For purposes of determining any liability under the Securities 
Act of 1933, the information omitted from the form of prospectus filed 
as part of this registration statement in reliance upon Rule 430A and 
contained in a form of prospectus filed by the registrant pursuant to 
Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be 
deemed to be part of this registration statement as of the time it was 
declared effective.
    (2) For the purpose of determining any liability under the 
Securities Act of 1933, each post-effective amendment that contains a 
form of prospectus shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide 
offering thereof.

    (j) Qualification of trust indentures under the Trust Indenture Act 
of 1939 for delayed offerings. Include the following if the registrant 
intends to rely on section 305(b)(2) of the Trust Indenture Act of 1939 
for determining the eligibility of the trustee under indentures for 
securities to be issued, offered, or sold on a delayed basis by or on 
behalf of the registrant:

The undersigned registrant hereby undertakes to file an application for 
the purpose of determining the eligibility of the trustee to act under 
subsection (a) of section 310 of the Trust Indenture Act (``Act'') in 
accordance with the rules and regulations prescribed by the Commission 
under section 305(b)(2) of the Act.

[47 FR 11401, Mar. 16, 1982, as amended at 47 FR 39803, Sept. 10, 1982; 
47 FR 54769, Dec. 6, 1982; 50 FR 18999, May 6, 1985; 52 FR 21260, June 
5, 1987; 52 FR 21939, June 10, 1987; 52 FR 30145, Aug. 13, 1987; 55 FR 
23922, June 13, 1990; 56 FR 22319, May 15, 1991; 58 FR 60306, Nov. 15, 
1993; 59 FR 21649, Apr. 26, 1994; 60 FR 26615, May 17, 1995; 64 FR 
53909, Oct. 5, 1999]