|
Table 1: Incremental Paperwork Burden for the rules implementing Section 404
| |
Annual Responses (A) |
Incremental Hours/Form (B) |
Total Burden (C)=(A)*(B) |
75% Company (D)=(C)*0.75 |
25% Professional (E)=(C)*0.25 |
Professional Costs (F)=(E)*$300 |
| 10-K |
8,484 |
383 |
3,249,372 |
2,437,029 |
812,343 |
243,702,900 |
| 10-KSB |
3,820 |
383 |
1,463,606 |
1,097,295 |
365,765 |
109,729,500 |
| 20-F |
1,194 |
383 |
457,302 |
114,326 |
342,977 |
102,892,950 |
| 40-F |
134 |
383 |
51,322 |
12,831 |
37,989 |
11,547,450 |
| 10-Q |
23,743 |
5 |
118,715 |
89,036 |
29,679 |
8,903,625 |
| 10-QSB |
11,299 |
5 |
56,495 |
42,371 |
14,124 |
4,237,125 |
| Reg. S-K |
N/A |
1 |
1 |
N/A |
N/A |
N/A |
| Reg. S-B |
N/A |
1 |
1 |
N/A |
N/A |
N/A |
| Reg. S-X |
N/A |
1 |
1 |
N/A |
N/A |
N/A |
| Total |
|
|
|
3,792,888 |
|
$481,013,550 |
EXHIBIT TABLE
|
|
Securities Act Forms
|
Exchange Act Forms
|
|
|
SB-2
|
S-2
|
S-3
|
S-43
|
S-8
|
10-SB
|
8-K
|
10-QSB
|
10-KSB
|
(1) Underwriting agreement
|
X
|
X
|
X
|
X
|
|
|
X
|
|
|
(2) Plan of purchase, sale, reorganization, arrangement, liquidation or succession
|
X
|
X
|
X
|
X
|
|
X
|
X
|
X
|
X
|
(3) (i) Articles of Incorporation
|
X
|
|
|
X
|
|
X
|
|
X
|
X
|
(ii) By-laws
|
X
|
|
|
X
|
|
X
|
|
X
|
X
|
(4) Instruments defining the rights of security holders, including indentures
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
(5) Opinion on legality
|
X
|
X
|
X
|
X
|
X
|
|
|
|
|
(6) No exhibit required
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
(7) No exhibit required
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
(8) Opinion on tax matters
|
X
|
X
|
X
|
X
|
|
|
|
|
|
(9) Voting trust agreement and amendments
|
X
|
|
|
X
|
|
X
|
|
|
X
|
(10) Material contracts
|
X
|
X
|
|
X
|
|
X
|
|
X
|
X
|
(11) Statement re: computation of per share earnings
|
X
|
X
|
|
X
|
|
X
|
|
X
|
X
|
(12) No exhibit required
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
(13) Annual report to security holders for the last fiscal year, Form 10-Q or 10-QSB or quarterly report to security holders1
|
X
|
X
|
|
X
|
|
|
|
|
X
|
(14) Code of ethics
|
|
|
|
|
|
|
|
|
X
|
(15) Letter on unaudited interim financial information
|
X
|
X
|
X
|
X
|
X
|
|
|
X
|
|
(16) Letter on change in certifying accountant4
|
X
|
X
|
|
X
|
|
X
|
X
|
|
X
|
(17) Letter on director resignation
|
|
|
|
|
|
|
X
|
|
|
(18) Letter on change in accounting principles
|
|
|
|
|
|
|
|
X
|
X
|
(19) Reports furnished to security holders
|
|
|
|
|
|
|
|
X
|
|
(20) Other documents or statements to security holders or any document incorporated by reference
|
|
|
|
|
|
|
|
X
|
X
|
(21) Subsidiaries of the small business issuer
|
X
|
|
|
X
|
|
X
|
|
|
X
|
(22) Published report regarding matters submitted to vote of security holders
|
|
|
|
|
|
|
|
X
|
X
|
(23) Consents of experts and counsel
|
X
|
X
|
X
|
X
|
X
|
|
X2
|
X2
|
X2
|
(24) Power of attorney
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
(25) Statement of eligibility of trustee
|
X
|
X
|
X
|
X
|
|
|
|
|
|
(26) Invitations for competitive bids
|
|
X
|
X
|
X
|
X
|
|
|
|
|
(27) through (30) [Reserved]
|
|
|
|
|
|
|
|
|
|
(31) Rule 13a-14(a)/15d-14(a) Certifications
|
|
|
|
|
|
|
|
X
|
X
|
(32) Section 1350 Certifications
|
|
|
|
|
|
|
|
X
|
X
|
(33) through (98)[Reserved]
|
|
|
|
|
|
|
|
|
|
(99) Additional exhibits
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
____________________
1 Only if incorporated by reference into a prospectus and delivered to holders along with the prospectus as permitted by the registration statement; or in the case of a Form 10-KSB, where the annual report is incorporated by reference into the text of the Form 10-KSB.
2 Where the opinion of the expert or counsel has been incorporated by reference into a previously filed Securities Act registration statement.
3An issuer need not provide an exhibit if: (1) an election was made under Form S-4 to provide S-2 or S-3 disclosure; and (2) the form selected (S-2 or S-3) would not require the company to provide the exhibit.
4If required under Item 304 of Regulation S-B.
|
EXHIBIT TABLE |
|
|
Securities Act Forms
|
Exchange Act Forms
|
| S-1
|
S-2
|
S-3
|
S-43
|
S-8
|
S-11
|
F-1
|
F-2
|
F-3
|
F-43
|
10
|
8-K
|
10-Q
|
10-K
|
| (1) Underwriting agreement
|
X
|
X
|
X
|
X
|
---
|
X
|
X
|
X
|
X
|
X
|
---
|
X
|
---
|
---
|
| (2) Plan of acquisition, reorganization, arrangement, liquidation or succession
|
X
|
X
|
X
|
X
|
---
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
(3) (i) Articles of incorporation
(ii) By-laws
|
X
X
|
---
---
|
---
---
|
X
X
|
---
---
|
X
X
|
X
X
|
---
---
|
---
---
|
X
X
|
X
X
|
---
---
|
X
X
|
X
X
|
| (4) Instruments defining the rights of security holders, including indentures
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
| (5) Opinion re legality
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
---
|
---
|
---
|
---
|
| (6) [Reserved]
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
| (7) [Reserved]
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
| (8) Opinion re tax matters
|
X
|
X
|
X
|
X
|
---
|
X
|
X
|
X
|
X
|
X
|
---
|
---
|
---
|
---
|
| (9) Voting trust agreement
|
X
|
---
|
---
|
X
|
---
|
X
|
X
|
---
|
---
|
X
|
X
|
---
|
---
|
X
|
| (10) Material contracts
|
X
|
X
|
---
|
X
|
---
|
X
|
X
|
X
|
---
|
X
|
X
|
---
|
X
|
X
|
(11) Statement re computation of
per share earnings
|
X
|
X
|
---
|
X
|
---
|
X
|
X
|
X
|
---
|
X
|
X
|
---
|
X
|
X
|
| (12) Statements re computation of ratios
|
X
|
X
|
X
|
X
|
---
|
X
|
X
|
X
|
---
|
X
|
X
|
---
|
---
|
X
|
| (13) Annual report to security holders, Form 10-Q and 10-QSB, or quarterly report to security holders1
|
---
|
X
|
---
|
X
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
X
|
| (14) Code of Ethics
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
| (15) Letter re unaudited interim financial information
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
---
|
---
|
X
|
---
|
| (16) Letter re change in certifying accountant4
|
X
|
X
|
---
|
X
|
---
|
X
|
---
|
---
|
---
|
---
|
X
|
X
|
---
|
X
|
| (17) Letter re director resignation
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
X
|
---
|
---
|
| (18) Letter re change in accounting principles
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
X
|
X
|
| (19) Report furnished to security holders
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
X
|
---
|
| (20) Other documents or statements to security holders
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
X
|
---
|
---
|
| (21) Subsidiaries of the registrant
|
X
|
---
|
---
|
X
|
---
|
X
|
X
|
---
|
---
|
X
|
X
|
---
|
---
|
X
|
| (22) Published report regarding matters submitted to vote of security holders
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
X
|
X
|
| (23) Consents of experts and counsel
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
---
|
X2
|
X2
|
X2
|
| (24) Power of attorney
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
| (25) Statement of eligibility of trustee
|
X
|
X
|
X
|
X
|
---
|
X
|
X
|
X
|
X
|
X
|
---
|
---
|
---
|
---
|
| (26) Invitations for competitive bids
|
X
|
X
|
X
|
X
|
---
|
---
|
X
|
X
|
X
|
X
|
---
|
---
|
---
|
---
|
| (27) through (30) [Reserved]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (31) Rule 13a-14(a)/15d-14(a) Certifications
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
X
|
X
|
| (32) Section 1350 Certifications
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
X
|
X
|
| (33) through (98) [Reserved]
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
| (99) Additional exhibits
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
_________________
1 Where incorporated by reference into the text of the prospectus and delivered to security holders along with the prospectus as permitted by the registration statement; or, in the case of the Form 10-K, where the annual report to security holders is incorporated by reference into the text of the Form 10-K.
2 Where the opinion of the expert or counsel has been incorporated by reference into a previously filed Securities Act registration statement.
3 An exhibit need not be provided about a company if: (1) With respect to such company an election has been made under Form S-4 or F-4 to provide information about such company at a level prescribed by Forms S-2, S-3, F-2 or F-3 and (2) the form, the level of which has been elected under Forms S-4 or F-4, would not require such company to provide such exhibit if it were registering a primary offering.
4 If required pursuant to Item 304 of Regulation S-K.
|