The
following is only a summary, and does not contain all of the information
that
you need to consider in making your investment decision. We urge you to read
this entire prospectus, including the more detailed consolidated financial
statements, notes to the consolidated financial statements and other information
incorporated by reference into this prospectus under “Where You Can Find More
Information” and “Incorporation of Certain Information by Reference” from our
other filings with the SEC, as well as any prospectus supplement applicable
to
an offering of the securities registered pursuant to the registration statement
of which this prospectus forms a part. Investing in our securities involves
risks. Therefore, please carefully consider the information provided under
the
heading "Risk Factors" beginning on page 7.
Our
Company
We
are a
niche precision steel processing company principally engaged in the manufacture
and sale of high precision cold-rolled steel products and in the provision
of
heat treatment and cutting of medium and high carbon hot-rolled steel strips.
We
conduct our operations principally in China through our wholly-owned operating
subsidiary, Shanghai Chengtong Precision Strip Co., Limited, or Chengtong.
During the second quarter of fiscal 2007, we began exporting our
cold-rolled steel products to Nigeria and Thailand. During the third quarter
of
fiscal year 2007, we expanded our exports to include the Indonesian and
Philippines markets. We intend to expand into further overseas markets,
including Japan, Taiwan, Korea, the European Union and the United
States in the future.
We
currently produce high strength, ultra-thin cold-rolled precision steel
strips ranging from 7.5 mm to 0.03 mm. We also provide heat treatment and
cutting of medium and high carbon hot-rolled steel strips not exceeding 3.0
millimeters fineness. Currently, our specialty precision products are mainly
used in the manufacture of automobile parts and components, food packaging
materials, saw blades, textile needles, microelectronics, packing and containers
and microchips for the mobile telephone industry.
As
of
March 31, 2007, we had an annual production capacity of approximately 145,000
tons.
We have
been increasing our production capacity for cold-rolled precision steel as
demand in China outpaces domestic supply. We began production of our second
cold-rolled mill with 150,000 metric tons of capacity in October 2006 and
we
plan to add a third mill with 150,000 metric tons of capacity by the end
of
calendar year 2007. Each mill takes approximately two to three years to ramp
up
in order to ensure smooth operations and optimal quality results before
achieving full production. Currently, the new mill is operating at 30% capacity
and is expected to reach 50% capacity by the end of calendar year 2007.
Our
Directors believe that the increased annual production capacity of approximately
300,000 tons from the two new mills will be fully utilized within two to
three
years after commencement of operation. The new production facilities will
focus
on the production of high carbon, high strength cold-rolled steel products
and
the production of more complex precision steel products that can not be
manufactured in our current rolling mill. Our existing facilities will primarily
manufacture low carbon cold-rolled steel products.
During
the fiscal years ended June 30, 2006, 2005 and 2004, we earned net income
of
$7,514,101, $6,366,441 and $198,776, respectively. During the quarters ended
March 31, 2007 and 2006, we earned net income of $1,396,217 and $3,129,919,
respectively. At March 31, 2007, we had total assets of $75,455,003. Chengtong
currently has approximately 280 employees, including 30 senior management
and
technical staff members and leases 20,000 square meters of production facilities
(including 10,000 square meters of new Phase 2 production facilities) in
Jiading
District, Shanghai, on four acres of property.
We
are a
Colorado company and became a public company in May 1997 through a reverse
merger with SSI Capital Corporation. At that time, we changed our name to
OraLabs Holding Corp. In December 2006, we merged with Partner Success Holdings
Limited, or PSHL, a British Virgin Islands business company, which owns
Chengtong. In connection with that transaction, we subsequently redeemed
all of
the shares of our outstanding common stock owned by our former President,
Gary
Schlatter, in exchange for all of the issued and outstanding shares of OraLabs,
Inc., our wholly-owned subsidiary. Thereafter, we renamed ourself China
Precision Steel, Inc. to reflect our continuing operations. Our common stock
is
listed on The NASDAQ Capital Market under the symbol “CPSL.”
Our
corporate headquarters are located 8th
Floor,
Teda Building, 87 Wing Lok Street, Sheung Wan, Hong Kong, and our telephone
number is (011) 852-2543-8223. Our agent for service of process in the United
States is The Corporation Company, 1675 Broadway, Suite 1200, Denver, Colorado
80202. Although we maintain a website at www.shctps.com,
we do
not intend that information available on our website be incorporated into
this
prospectus. For additional information about us and our business, see “Where You
Can Find More Information.”
We
may
offer shares of our common stock and preferred stock, various series of debt
securities and warrants to purchase any of such securities, either individually
or in units, with a total value of up to $50 million from time to time under
this prospectus at prices and on terms to be determined by market conditions
at
the time of offering. This prospectus provides you with a general
description of the securities we may offer. Each time we offer a type or
series of securities, we will provide a prospectus supplement that will describe
the specific amounts, prices and other important terms of the securities,
including, to the extent applicable:
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designation
or classification;
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aggregate
principal amount or aggregate offering
price;
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maturity,
if applicable;
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original
issue discount, if any;
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rates
and times of payment of interest or dividends, if
any;
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redemption,
conversion, exchange or sinking fund terms, if
any;
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conversion
or exchange prices or rates, if any, and, if applicable, any provisions
for changes to or adjustments in the conversion or exchange prices
or
rates and in the securities or other property receivable upon conversion
or exchange;
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restrictive
covenants, if any;
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voting
or other rights, if any; and
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important
federal income tax considerations.
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The
prospectus supplement also may add, update or change information contained
in
this prospectus or in documents we have incorporated by reference into this
prospectus.
We
may
sell the securities directly to or through underwriters, dealers or
agents. We, and our underwriters or agents, reserve the right to accept or
reject all or part of any proposed purchase of securities. If we do offer
securities through underwriters or agents, we will include in the applicable
prospectus supplement:
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the
names of those underwriters or
agents;
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applicable
fees, discounts and commissions to be paid to
them;
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details
regarding over-allotment options, if any;
and
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the
net proceeds to us.
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Common
Stock.
We may offer shares of our common stock from time to time. Holders of our
common stock are entitled to one vote per share for the election of directors
and on all other matters that require stockholder approval. Subject
to any preferential rights of any outstanding preferred stock, in the event
of
our liquidation, dissolution or winding up, holders of our common stock are
entitled to share ratably in the assets remaining after payment of liabilities
and the liquidation preferences of any outstanding preferred stock. Our
common stock does not carry any preemptive rights enabling a holder to subscribe
for, or receive shares of, any class of our common stock or any other securities
convertible into shares of any class of our common stock, or any redemption
rights.
Preferred
Stock.
We may offer shares of our preferred stock from time to time, in one or more
series. Under our articles of incorporation, our board of directors has
the authority, without further action by stockholders, to designate up to
8
million shares of preferred stock in one or more series and to fix the rights,
preferences, privileges, qualifications and restrictions granted to or imposed
upon the preferred stock, including dividend rights, conversion rights, voting
rights, rights and terms of redemption, liquidation preference and sinking
fund
terms, any or all of which may be greater than the rights of the common
stock. To date, our board of directors has not issued any preferred
stock.
We
will
fix the rights, preferences, privileges, qualifications and restrictions
of the
preferred stock of each series that we sell under this prospectus and applicable
prospectus supplements in the certificate of designation relating to that
series. We will file as exhibits to the registration statement of which
this prospectus is a part, or will incorporate by reference into such
registration statement from a Current Report on Form 8-K that we file with
the
SEC, any certificate of designation that describes the terms of the series
of
preferred stock we are offering before the issuance of the related series
of
preferred stock. We urge you to read the prospectus supplements related to
the series of preferred stock being offered, as well as the complete certificate
of designation that contains the terms of the applicable series of preferred
stock.
Debt
Securities.
We may offer debt securities from time to time, in one or more series, as
either
senior or subordinated debt or as senior or subordinated convertible debt.
The senior debt securities will rank equally with any other unsubordinated
debt
that we may have and may be secured or unsecured. The subordinated debt
securities will be subordinate and junior in right of payment, to the extent
and
in the manner described in the instrument governing the debt, to all or some
portion of our indebtedness. Any convertible debt securities that we issue
will be convertible into or exchangeable for our common stock or other
securities of ours. Conversion may be mandatory or at your option and
would be at prescribed conversion rates.
The
debt
securities will be issued under one or more documents called indentures,
which
are contracts between us and a trustee for the holders of the debt
securities. In this prospectus, we have summarized certain general and
standard features of the debt securities we may issue. We urge you,
however, to read the prospectus supplements related to the series of debt
securities being offered, as well as the complete indentures that contain
the
terms of the debt securities. We will file as exhibits to the registration
statement of which this prospectus is a part, or will incorporate by reference
into such registration statement from a Current Report on Form 8-K that we
file
with the SEC, the forms of indentures and any supplemental indentures and
the
forms of debt securities containing the terms of debt securities we are offering
before the issuance of any series of debt.
Warrants.
We
may offer warrants for the purchase of our common stock, preferred stock
and/or
debt securities in one or more series, from time to time. We may issue
warrants independently or together with common stock, preferred stock and/or
debt securities, and the warrants may be attached to or separate from those
securities.
The
warrants will be evidenced by warrant certificates issued under one or more
warrant agreements, which are contracts between us and an agent for the holders
of the warrants. In this prospectus, we have summarized certain general
and standard features of the warrants. We urge you, however, to read the
prospectus supplements related to the series of warrants being offered, as
well
as the warrant agreements and warrant certificates that contain the terms
of the
warrants. We will file as exhibits to the registration statement of which
this prospectus is a part, or will incorporate by reference into such
registration statement from a Current Report on Form 8-K that we file with
the
SEC, the form of warrant agreements and form of warrant certificates relating
to
warrants for the purchase of common stock, preferred stock and debt securities
we are offering before the issuance of any such warrants.
Units.
We
may
offer units consisting of common stock, preferred stock, debt securities
and/or
warrants to purchase any of such securities in one or more series. In this
prospectus, we have summarized certain general and standard features of the
units. We urge you, however, to read the prospectus supplements related to
the
series of units being offered, as well as the unit agreements that contain
the
terms of the units. We will file as exhibits to the registration statement
of
which this prospectus is a part, or will incorporate by reference from a
Current
Report on Form 8-K that we file with the SEC, the form of unit agreement
and any
supplemental agreements that describe the terms of the series of units we
are
offering before the issuance of the related series of units.
We
will
evidence each series of units by unit certificates that we will issue under
a
separate agreement. We will enter into the unit agreements with a unit agent.
Each unit agent will be a bank or trust company that we select. We will indicate
the name and address of the unit agent in the applicable prospectus supplement
relating to a particular series of units.
THIS
PROSPECTUS MAY NOT BE USED TO OFFER OR SELL ANY SECURITIES UNLESS ACCOMPANIED
BY
A PROSPECTUS SUPPLEMENT.
Investing
in our securities involves risks. Prior to making a decision about
investing in our securities, you should consider carefully all of the
information contained or incorporated by reference in this prospectus or
the
applicable prospectus supplement. In particular, you should carefully consider
the risks, uncertainties and assumptions discussed under the heading “Risk
Factors” in our most recent quarterly report on Form 10-Q, which is on file with
the SEC and incorporated herein by reference, and in subsequent filings that
we
make with the SEC, as well as any discussion of risks contained in the
applicable prospectus supplement. The risks and uncertainties we have described
are not the only ones we face. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also affect our operations.
Each of these risk factors could adversely affect our business, operating
results and financial condition, which may result in the loss of all or part
of
your investment.
RATIO
OF EARNINGS TO FIXED CHARGES
The
following table sets forth our ratio of earnings to fixed charges for each
of
the periods indicated:
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(unaudited)
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(unaudited)
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Three Months
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Year
Ended June 30,
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Ended
March 31, 2007
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2002
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2003
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2004
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2005
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2006
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Ratio
of earnings to fixed charges
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1.4
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N/A
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N/A
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1.8
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15.0
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0.6
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For
purposes of computing our ratio of earnings to fixed charges, earnings consist
of earnings from continuing operations before income taxes plus fixed
charges less capitalized interest. Fixed charges consist of interest expense
and
the portion of rental expense representing interest. We do not have any
outstanding preferred stock so our ratios of earnings to fixed charges and
preferred share dividends would be the same as the ratios included in the
table
above. The information in the table above should be read in conjunction with
our
consolidated financial statements, including the notes thereto, and other
information set forth in the reports filed by us with the SEC. Please refer
to
Exhibit 12.1 filed with the registration statement of which this prospectus
is a
part for additional information regarding the ratio of earnings to fixed
charges.
Unless
otherwise indicated in the prospectus supplement applicable to an offering,
we
intend to use any net proceeds from the sale of our securities to fund our
operations and for other general corporate purposes, such as working capital,
capital expenditures, investments and acquisitions. Pending use of the net
proceeds as described above, we intend to invest the net proceeds in short-term,
interest-bearing, investment grade securities.
Our
authorized share capital consists of 62,000,000 shares of common shares,
par
value $0.001, and 8,000,000 shares of preferred shares, par value $0.001,
issuable in series. As of June 1, 2007, there were 37,378,143 common shares
outstanding and no preferred shares issued and outstanding. All outstanding
shares of common stock are fully paid and non-assessable.
The
following is only a summary of our share capital and is qualified in its
entirety by the description contained in our registration statement on Form
8-A12G/A filed with the SEC on December 21, 2001, including all amendments
or
reports filed for the purpose of updating such description, and to our amended
and restated certificate of incorporation, as amended and our bylaws, as
amended, all of which are incorporated by reference as exhibits into the
registration statement of which this prospectus is a part. See “Incorporation of
Certain Information by Reference.”
Common
Stock
Voting.
Each
common share entitles its holder to one vote at meetings of our shareholders,
except meetings at which only the holders of another class or series of shares
are entitled to vote.
Dividends
and Other Distributions.
Subject
to the prior rights of holders of any preferred shares issued and outstanding,
holders of our common stock are entitled to share in an equal amount per
share
in any dividends declared by our board of directors on the common stock and
paid
out of legally available assets.
Distributions
on Dissolution.
Subject
to any preferential rights of any issued and outstanding preferred stock,
in the
event of our liquidation, dissolution or winding up, holders of our common
stock
are entitled to share ratably in the assets remaining after payment of
liabilities and the liquidation preferences of any outstanding preferred
stock.
Other
Rights.
Our
common stock does not carry any preemptive rights enabling a holder to subscribe
for, or receive shares of, any class of our common stock or any other securities
convertible into shares of any class of our common stock, or any redemption
rights.
Preferred
Stock
The
Board
of Directors has the authority to issue 8,000,000 shares of preferred shares,
issuable in series, and to determine prior to any such issuance the price,
rights, preferences, privileges and restrictions, including voting rights,
of
those shares without any further vote or action by the shareholders. Preferred
shares may, at the discretion of the board of directors, be entitled to
preference over the common shares and any other shares ranking junior to
the
preferred shares with respect to the payment of dividends and distribution
of
assets in the event of liquidation, dissolution or winding up. If any cumulative
dividends or amounts payable on return of capital are not paid in full,
preferred shares of all issued series would participate ratably in accordance
with the amounts that would be payable on such shares if all such dividends
were
declared and paid in full or the sums which would be payable on such shares
on
the return of capital if all amounts so payable were paid in full, as the
case
may be.
The
issuance of preferred stock could adversely affect the voting power of holders
of common stock and reduce the likelihood that common stockholders will receive
dividend payments and payments upon liquidation. The issuance could have
the effect of decreasing the market price of our common stock. The
issuance of preferred stock also could have the effect of delaying, deterring
or
preventing a change in control of our company.
Our
board
of directors will fix the rights, preferences, privileges, qualifications
and
restrictions of the preferred stock of each series that we sell under this
prospectus and applicable prospectus supplements in the certificate of
designation relating to that series. We will incorporate by reference into
the registration statement of which this prospectus is a part the form of
any
certificate of designation that describes the terms of the series of preferred
stock we are offering before the issuance of the related series of preferred
stock. This description will include:
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the
title and stated value;
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the
number of shares we are offering;
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the
liquidation preference per share;
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the
purchase price per share;
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the
dividend rate per share, dividend period and payment dates and
method of
calculation for dividends;
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whether
dividends will be cumulative or non-cumulative and, if cumulative,
the
date from which dividends will
accumulate;
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our
right, if any, to defer payment of dividends and the maximum length
of any
such deferral period;
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the
procedures for any auction and remarketing, if
any;
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the
provisions for a sinking fund, if
any;
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the
provisions for redemption or repurchase, if applicable, and any
restrictions on our ability to exercise those redemption and repurchase
rights;
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any
listing of the preferred stock on any securities exchange or
market;
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whether
the preferred stock will be convertible into our common stock or
other
securities of ours, including warrants, and, if applicable, the
conversion
period, the conversion price, or how it will be calculated, and
under what
circumstances it may be adjusted;
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whether
the preferred stock will be exchangeable into debt securities,
and, if
applicable, the exchange period, the exchange price, or how it
will be
calculated, and under what circumstances it may be
adjusted;
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voting
rights, if any, of the preferred
stock;
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preemption
rights, if any;
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restrictions
on transfer, sale or other assignment, if
any;
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a
discussion of any material or special United States federal income
tax
considerations applicable to the preferred
stock;
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the
relative ranking and preferences of the preferred stock as to dividend
rights and rights if we liquidate, dissolve or wind up our
affairs;
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any
limitations on issuances of any class or series of preferred stock
ranking
senior to or on a parity with the series of preferred stock being
issued
as to dividend rights and rights if we liquidate, dissolve or wind
up our
affairs; and
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any
other specific terms, rights, preferences, privileges, qualifications
or
restrictions of the preferred
stock.
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When
we
issue shares of preferred stock under this prospectus, the shares will be
fully
paid and non-assessable and will not have, or be subject to, any preemptive
or
similar rights.
The
Colorado Business Corporations Act in the state of our incorporation provides
that the holders of preferred stock will have the right to vote separately
as a
class on any proposal involving fundamental changes in the rights of holders
of
that preferred stock. This right is in addition to any voting rights that
may be provided for in the applicable certificate of designation.
Transfer
Agent and Registrant for our Common Stock
The
transfer agent and registrar for our common stock is Corporate Stock Transfer,
Inc., 3200 Cherry Creek South, Suite 430, Denver, Colorado 80209, and its
telephone number is (303) 282-4800.
Listing
on The NASDAQ Capital Market
Our
common stock is listed on The NASDAQ Capital Market under the symbol
“CPSL.”
DESCRIPTION
OF DEBT SECURITIES
The
following description, together with the additional information we include
in
any applicable prospectus supplements, summarizes the general terms and
provisions of the debt securities that we may offer under this prospectus.
While the terms we have summarized below will generally apply to any future
debt
securities we may offer under this prospectus, we will describe the particular
terms of any debt securities that we may offer in more detail in the applicable
prospectus supplement. The terms of any debt securities we offer under a
prospectus supplement may differ from the terms we describe below.
However, no prospectus supplement shall fundamentally change the terms that
are
set forth in this prospectus or offer a security that is not registered and
described in this prospectus at the time of its effectiveness. As of the
date of this prospectus, we have no outstanding registered debt
securities.
We
will
issue the senior notes under the senior indenture, which we will enter into
with
the trustee to be named in the senior indenture. We will issue the
subordinated notes under the subordinated indenture, which we will enter
into
with the trustee to be named in the subordinated indenture. If we issue
debt securities, we will file these documents as exhibits to the registration
statement of which this prospectus is a part, or incorporate them by reference
from a Current Report on Form 8-K that we file with the SEC. We use the
term “indentures” to refer to both the senior indenture and the subordinated
indenture.
The
indentures will be qualified under the Trust Indenture Act of 1939. We use
the term “debenture trustee” to refer to either the senior trustee or the
subordinated trustee, as applicable.
The
following summaries of material provisions of the senior notes, the subordinated
notes and the indentures are subject to, and qualified in their entirety
by
reference to, all the provisions of the indenture applicable to a particular
series of debt securities. We urge you to read the applicable prospectus
supplements related to the debt securities that we sell under this prospectus,
as well as the complete indentures that contain the terms of the debt
securities. Except as we may otherwise indicate, the terms of the senior
and the subordinated indentures are identical.
General
The
indentures may limit the aggregate principal amount of the debt securities
which
we may issue and will provide that we may issue the debt securities from
time to
time in one or more series. The indentures may or may not limit the amount
of
our other indebtedness or the debt securities which we or our subsidiaries
may
issue. The particular terms of each series of debt securities will be described
in a prospectus supplement relating to such series, including any pricing
supplement. The prospectus supplement will set forth:
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the
principal amount being offered, and, if a series, the total amount
authorized and the total amount
outstanding;
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any
limit on the amount that may be
issued;
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whether
or not we will issue the series of debt securities in global form
and, if
so, the terms and who the depositary will
be;
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whether
and under what circumstances, if any, we will pay additional amounts
on
any debt securities held by a person who is not a United States
person for
tax purposes, and whether we can redeem the debt securities if
we have to
pay such additional amounts;
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the
annual interest rate, which may be fixed or variable, or the method
for
determining the rate, the date interest will begin to accrue, the
dates
interest will be payable and the regular record dates for interest
payment
dates or the method for determining such
dates;
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whether
or not the debt securities will be secured or unsecured, and the terms of
any
secured debt;
·
the
terms
of the subordination of any series of subordinated debt;
·
the
place
where payments will be payable;
·
restrictions
on transfer, sale or other assignment, if any;
·
our
right, if any, to defer payment of interest and the maximum length of any
such
deferral period;
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the
date, if any, after which, the conditions upon which, and the price
at
which we may, at our option, redeem the series of debt securities
pursuant
to any optional or provisional redemption provisions, and any other
applicable terms of those redemption
provisions;
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the
date, if any, on which, and the price at which we are obligated,
pursuant
to any mandatory sinking fund or analogous fund provisions or otherwise,
to redeem, or at the holder’s option to purchase, the series of debt
securities and the currency or currency unit in which the debt
securities
are payable;
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whether
the indenture will restrict our ability and/or the ability of our subsidiaries
to:
·
incur
additional indebtedness;
·
issue
additional securities;
·
create
liens;
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pay
dividends and make distributions in respect of our capital stock
and the
capital stock of our subsidiaries;
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redeem
capital stock;
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place
restrictions on our subsidiaries’ ability to pay dividends, make
distributions or transfer assets;
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make
investments or other restricted payments;
·
sell
or
otherwise dispose of assets;
·
enter
into sale-leaseback transactions;
·
engage
in
transactions with stockholders and affiliates;
·
issue
or
sell stock of our subsidiaries; or
·
effect
a
consolidation or merger;
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whether
the indenture will require us to maintain any interest coverage,
fixed
charge, cash flow-based, asset-based or other financial
ratios;
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a
discussion of any material or special United States federal income
tax
considerations applicable to the debt
securities;
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information
describing any book-entry features;
·
provisions
for a sinking fund purchase or other analogous fund, if any;
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whether
the debt securities are to be offered at a price such that they
will be
deemed to be offered at an “original issue discount” as defined in
paragraph (a) of Section 1273 of the Internal Revenue
Code;
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the
procedures for any auction and remarketing, if any;
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the
denominations in which we will issue the series of debt securities,
if
other than denominations of $1,000 and any integral multiple
thereof;
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if
other
than dollars, the currency in which the series of debt securities will be
denominated; and
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any
other specific terms, preferences, rights or limitations of, or
restrictions on, the debt securities, including any events of default
that
are in addition to those described in this prospectus or any covenants
provided with respect to the debt securities that are in addition
to those
described above, and any terms which may be required by us or advisable
under applicable laws or regulations or advisable in connection
with the
marketing of the debt securities.
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Conversion
or Exchange Rights
We
will
set forth in the prospectus supplement the terms on which a series of debt
securities may be convertible into or exchangeable for common stock or other
securities of ours or a third party, including the conversion or exchange
rate,
as applicable, or how it will be calculated, and the applicable conversion
or
exchange period. We will include provisions as to whether conversion or
exchange is mandatory, at the option of the holder or at our option. We
may include provisions pursuant to which the number of our securities or
the
securities of a third party that the holders of the series of debt securities
receive upon conversion or exchange would, under the circumstances described
in
those provisions, be subject to adjustment, or pursuant to which those holders
would, under those circumstances, receive other property upon conversion
or
exchange, for example in the event of our merger or consolidation with another
entity.
Consolidation,
Merger or Sale
The
description of the debt securities in the prospectus supplement or the
indentures may provide that we may not consolidate or amalgamate with or
merge
into any person or convey, transfer or lease our properties or assets as
an
entirety or substantially as an entirety to any person, and we may not permit
any person to consolidate or amalgamate with or merge into us, or convey,
transfer or lease its properties and assets as an entirety or substantially
as
an entirety to us, unless:
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the
person is an entity organized an existing under the laws of the
United
States of America,
any state thereof, the District of Columbia, the British Virgin
Islands,
Hong Kong or The People’s Republic of China and will expressly assume all
of our obligations under the indenture and the debt securities;
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immediately
after giving effect to the transaction, no event of default, and
no event
which after notice or lapse of time or both would become an event
of
default, will have occurred and be continuing; and
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certain
other conditions are met.
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If
the
debt securities are convertible for our other securities, the person with
whom
we consolidate or merge or to whom we sell all of our property must make
provisions for the conversion of the debt securities into securities that
the
holders of the debt securities would have received if they had converted
the
debt securities before the consolidation, merger or sale.
Events
of Default Under the Indenture
Each
of
the following constitute reasonably standard events of default that may be
included in any finalized indenture or prospectus supplement as constituting
an
event of default with respect to any series of debt securities that we may
issue:
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if
we fail to pay interest when due and payable and our failure continues
for
30 days and the time for payment has not been extended or deferred;
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if
we fail to pay the principal, sinking fund payment or premium,
if any,
when due and payable and the time for payment has not been extended
or
delayed;
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if
we fail to observe or perform any other covenant contained in the
debt
securities or the indentures, other than a covenant specifically
relating
to another series of debt securities, and our failure continues
for 90
days after we receive notice from the debenture trustee or holders
of at
least 25% in aggregate principal amount of the outstanding debt
securities
of the applicable series;
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if
specified events of bankruptcy, insolvency or reorganization occur;
and
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any
other event of default provided in or pursuant to the applicable
indenture
or prospectus supplement with respect to the debt securities of
that
series.
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If
an
event of default with respect to debt securities of any series occurs and
is
continuing, other than an event of default in the event of bankruptcy,
insolvency or reorganization, the debenture trustee or the holders of at
least
25% in aggregate principal amount of the outstanding debt securities of that
series, by notice to us in writing, and to the debenture trustee if notice
is
given by such holders, may declare the unpaid principal of, premium, if any,
and
accrued interest, if any, due and payable immediately. If an event of
default due to bankruptcy, insolvency or reorganization occurs with respect
to
us, the principal amount of and accrued interest, if any, of each issue of
debt
securities then outstanding shall be due and payable without any notice or
other
action on the part of the debenture trustee or any holder.
The
holders of a majority in principal amount of the outstanding debt securities
of
an affected series may waive any default or event of default with respect
to the
series and its consequences, except defaults or events of default regarding
payment of principal, premium, if any, or interest, unless we have cured
the
default or event of default in accordance with the indenture. Any waiver
shall cure the default or event of default.
Subject
to the terms of the indentures, if an event of default under an indenture
shall
occur and be continuing, the debenture trustee will be under no obligation
to
exercise any of its rights or powers under such indenture at the request
or
direction of any of the holders of the applicable series of debt securities,
unless such holders have offered the debenture trustee reasonable
indemnity. The holders of a majority in principal amount of the
outstanding debt securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available
to
the debenture trustee, or exercising any trust or power conferred on the
debenture trustee, with respect to the debt securities of that series, provided
that:
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the
direction so given by the holder is not in conflict with any law
or the
applicable indenture; and
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subject
to its duties under the Trust Indenture Act of 1939, the debenture
trustee
need not take any action that might involve it in personal liability
or
might be unduly prejudicial to the holders not involved in the
proceeding.
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A
holder
of the debt securities of any series will only have the right to institute
a
proceeding under the indentures or to appoint a receiver or trustee, or to
seek
other remedies if:
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the
holder has given written notice to the debenture trustee of a continuing
event of default with respect to that
series;
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the
holders of at least 25% in aggregate principal amount of the outstanding
debt securities of that series have made written request, and such
holders
have offered reasonable indemnity to the debenture trustee to institute
the proceeding as trustee; and
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the
debenture trustee does not institute the proceeding, and does not
receive
from the holders of a majority in aggregate principal amount of
the
outstanding debt securities of that series other conflicting directions
within 90 days after the notice, request and
offer.
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These
limitations do not apply to a suit instituted by a holder of debt securities
if
we default in the payment of the principal, premium, if any, or interest
on, the
debt securities.
We
will
periodically file statements with the debenture trustee regarding our compliance
with specified covenants in the indentures.
Modification
of Indenture; Waiver
We
and
the debenture trustee may change an indenture without the consent of any
holders
with respect to specific matters, including:
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to
fix any ambiguity, defect or inconsistency in the
indenture;
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to
comply with the provisions described above under “Consolidation, Merger or
Sale”;
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to
comply with any requirements of the SEC in connection with the
qualification of any indenture under the Trust Indenture Act of
1939;
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to
evidence and provide for the acceptance of appointment by a successor
trustee;
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to
provide for uncertificated debt securities and to make all appropriate
changes for such purpose;
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to
add to, delete from, or revise the conditions, limitations and
restrictions on the authorized amount, terms or purposes of issuance,
authorization and delivery of debt securities or any series, as
set forth
in the indenture;
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to
provide for the issuance of and establish the form and terms and
conditions of the debt securities of any series as provided under
“General,” to establish the form of any certifications required to be
furnished pursuant to the terms of the indenture or any series
of debt
securities, or to add to the rights of the holders of any series
of debt
securities;
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to
add to our covenants such new covenants, restrictions, conditions
or
provisions for the protection of the holders, to make the occurrence,
or
the occurrence and the continuance, of a default in any such additional
covenants, restrictions, conditions or provisions an event of default,
or
to surrender any of our rights or powers under the indenture;
or
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to
change anything that does not materially adversely affect the interests
of
any holder of debt securities of any
series.
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In
addition, under the indentures, the rights of holders of a series of debt
securities may be changed by us and the debenture trustee with the written
consent of the holders of at least a majority in aggregate principal amount
of
the outstanding debt securities of each series that is affected. However,
we and the debenture trustee may only make the following changes with the
consent of each holder of any outstanding debt securities affected:
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extending
the fixed maturity of the series of debt
securities;
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reducing
the principal amount, reducing the rate of or extending the time
of
payment of interest, or reducing any premium payable upon the redemption
of any debt securities; or
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reducing
the percentage of debt securities, the holders of which are required
to
consent to any amendment, supplement, modification or
waiver.
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Discharge
Each
indenture will provide that we can elect to be discharged from our obligations
with respect to one or more series of debt securities, except for obligations
to:
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register
the transfer or exchange of debt securities of the
series;
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replace
stolen, lost or mutilated debt securities of the
series;
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maintain
paying agencies;
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hold
monies for payment in trust;
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recover
excess money held by the debenture
trustee;
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compensate
and indemnify the debenture trustee;
and
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appoint
any successor trustee.
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In
order
to exercise our rights to be discharged, we must deposit with the debenture
trustee money or government obligations sufficient to pay all the principal
of,
any premium, if any, and interest on, the debt securities of the series on
the
dates payments are due.
Form,
Exchange and Transfer
We
will
issue the debt securities of each series only in fully registered form without
coupons and, unless we otherwise specify in the applicable prospectus
supplement, in denominations of $1,000 and any integral multiple thereof.
The indenture will provide that we may issue debt securities of a series
in
temporary or permanent global form and as book-entry securities that will
be
deposited with, or on behalf of, The Depository Trust Company, New York,
New
York, known as DTC, or another depositary named by us and identified in a
prospectus supplement with respect to that series. See “Legal Ownership of
Securities” for a further description of the terms relating to any book-entry
securities.
At
the
option of the holder, subject to the terms of the indentures and the limitations
applicable to global securities described in the applicable prospectus
supplement, the holder of the debt securities of any series can exchange
the
debt securities for other debt securities of the same series, in any authorized
denomination and of like tenor and aggregate principal amount.
Subject
to the terms of the indentures and the limitations applicable to global
securities set forth in the applicable prospectus supplement, holders of
the
debt securities may present the debt securities for exchange or for registration
of transfer, duly endorsed or with the form of transfer endorsed thereon
duly
executed if so required by us or the security registrar, at the office of
the
security registrar or at the office of any transfer agent designated by us
for
this purpose. Unless otherwise provided in the debt securities that the
holder presents for transfer or exchange, we will make no service charge
for any
registration of transfer or exchange, but we may require payment of any taxes
or
other governmental charges.
We
will
name in the applicable prospectus supplement the security registrar, and
any
transfer agent in addition to the security registrar, that we initially
designate for any debt securities. We may at any time designate additional
transfer agents or rescind the designation of any transfer agent or approve
a
change in the office through which any transfer agent acts, except that we
will
be required to maintain a transfer agent in each place of payment for the
debt
securities of each series.
If
we
elect to redeem the debt securities of any series, we will not be required
to:
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issue,
register the transfer of, or exchange any debt securities of any
series
being redeemed in part during a period beginning at the opening
of
business 15 days before the day of mailing of a notice of redemption
of
any debt securities that may be selected for redemption and ending
at the
close of business on the day of the mailing;
or
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register
the transfer of or exchange any debt securities so selected for
redemption, in whole or in part, except the unredeemed portion
of any debt
securities we are redeeming in
part.
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Information
Concerning the Debenture Trustee
The
debenture trustee, other than during the occurrence and continuance of an
event
of default under an indenture, will undertake to perform only those duties
as
are specifically set forth in the applicable indenture. Upon an event of
default under an indenture, the debenture trustee must use the same degree
of
care as a prudent person would exercise or use in the conduct of his or her
own
affairs. Subject to this provision, the debenture trustee is under no
obligation to exercise any of the powers given it by the indentures at the
request of any holder of debt securities unless it is offered reasonable
security and indemnity against the costs, expenses and liabilities that it
might
incur.
Payment
and Paying Agents
Unless
we
otherwise indicate in the applicable prospectus supplement, we will make
payment
of the interest on any debt securities on any interest payment date to the
person in whose name the debt securities, or one or more predecessor securities,
are registered at the close of business on the regular record date for the
interest.
We
will
pay principal of and any premium and interest on the debt securities of a
particular series at the office of the paying agents designated by us, except
that, unless we otherwise indicate in the applicable prospectus supplement,
we
may make interest payments by check which we will mail to the holder or by
wire
transfer to certain holders. Unless we otherwise indicate in a prospectus
supplement, we will designate the corporate office of the debenture trustee
in
the City of New York as our sole paying agent for payments with respect to
debt
securities of each series. We will name in the applicable prospectus
supplement any other paying agents that we initially designate for the debt
securities of a particular series. We will maintain a paying agent in each
place of payment for the debt securities of a particular series.
All
money
we pay to a paying agent or the debenture trustee for the payment of the
principal of or any premium or interest on any debt securities which remains
unclaimed at the end of two years after such principal, premium or interest
has
become due and payable will be repaid to us, and the holder of the debt security
thereafter may look only to us for payment thereof.
Governing
Law
The
indentures and the debt securities will be governed by and construed in
accordance with the laws of the State of New York, except to the extent that
the
Trust Indenture Act of 1939 is applicable.
Subordination
of Subordinated Debt Securities
The
subordinated debt securities will be subordinate and junior in priority of
payment to certain of our other indebtedness to the extent described in a
prospectus supplement. The indentures will not limit the amount of
indebtedness which we may incur, including senior indebtedness or subordinated
indebtedness, and will not limit us from issuing any other debt, including
secured debt or unsecured debt.
The
following description, together with the additional information we may include
in any applicable prospectus supplements, summarizes the material terms and
provisions of the warrants that we may offer under this prospectus. While
the
terms we have summarized below will apply generally to any warrants that
we may
offer under this prospectus, we will describe the particular terms of any
series
of warrants in more detail in the applicable prospectus supplement. The terms
of
any warrants offered under a prospectus supplement may differ from the terms
described below. However, no prospectus supplement will fundamentally change
the
terms that are set forth in this prospectus or offer a security that is not
registered and described in this prospectus at the time of its
effectiveness.
We
will
file as exhibits to the registration statement of which this prospectus is
a
part, or will incorporate by reference from a Current Report on Form 8-K
that we
file with the SEC, the form of warrant agreement, including a form of warrant
certificate, that describes the terms of the particular series of warrants
we
are offering before the issuance of the related series of warrants. The
following summaries of material provisions of the warrants and the warrant
agreements are subject to, and qualified in their entirety by reference to,
all
the provisions of the warrant agreement and warrant certificate applicable
to a
particular series of warrants. We urge you to read the applicable prospectus
supplements related to the particular series of warrants that we sell under
this
prospectus, as well as the complete warrant agreements and warrant certificates
that contain the terms of the warrants.
General
We
will
describe in the applicable prospectus supplement the terms relating to a
series
of warrants, including:
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the
offering price and aggregate number of warrants
offered;
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the
currency for which the warrants may be
purchased;
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if
applicable, the designation and terms of the securities with which
the
warrants are issued and the number of warrants issued with each
such
security or each principal amount of such
security;
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if
applicable, the date on and after which the warrants and the related
securities will be separately
transferable;
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·
in
the
case of warrants to purchase debt securities, the principal amount of debt
securities purchasable upon exercise of one warrant and the price at which,
and
currency in which, this principal amount of debt securities may be purchased
upon such exercise;
·
in
the
case of warrants to purchase common stock or preferred stock, the number
of
shares of common stock or preferred stock, as the case may be, purchasable
upon
the exercise of one warrant and the price at which these shares may be purchased
upon such exercise;
·
the
effect of any merger, consolidation, sale or other disposition of our business
on the warrant agreements and the warrants;
·
the
terms
of any rights to redeem or call the warrants;
·
any
provisions for changes to or adjustments in the exercise price or number
of
securities issuable upon exercise of the warrants;
·
the
dates
on which the right to exercise the warrants will commence and
expire;
·
the
manner in which the warrant agreements and warrants may be
modified;
·
federal
income tax consequences of holding or exercising the warrants;
·
the
terms
of the securities issuable upon exercise of the warrants; and
·
any
other
specific terms, preferences, rights or limitations of or restrictions on
the
warrants.
Before
exercising their warrants, holders of warrants will not have any of the rights
of holders of the securities purchasable upon such exercise,
including:
·
in
the
case of warrants to purchase debt securities, the right to receive payments
of
principal of, or premium, if any, or interest on, the debt securities
purchasable upon exercise or to enforce covenants in the applicable indenture;
or
·
in
the
case of warrants to purchase common stock or preferred stock, the right to
receive dividends, if any, or, payments upon our liquidation, dissolution
or
winding up or to exercise voting rights, if any.
Exercise
of Warrants
Each
warrant will entitle the holder to purchase the securities that we specify
in
the applicable prospectus supplement at the exercise price that we describe
in
the applicable prospectus supplement. Unless we otherwise specify in the
applicable prospectus supplement, holders of the warrants may exercise the
warrants at any time up to the specified time on the expiration date that
we set
forth in the applicable prospectus supplement. After the close of business
on
the expiration date, unexercised warrants will become void.
Holders
of the warrants may exercise the warrants by delivering the warrant certificate
representing the warrants to be exercised together with specified information,
and paying the required amount to the warrant agent in immediately available
funds, as provided in the applicable prospectus supplement. We will set forth
on
the reverse side of the warrant certificate and in the applicable prospectus
supplement the information that the holder of the warrant will be required
to
deliver to the warrant agent.
Upon
receipt of the required payment and the warrant certificate properly completed
and duly executed at the corporate trust office of the warrant agent or any
other office indicated in the applicable prospectus supplement, we will issue
and deliver the securities purchasable upon such exercise. If fewer than
all of
the warrants represented by the warrant certificate are exercised, then we
will
issue a new warrant certificate for the remaining amount of warrants. If
we so
indicate in the applicable prospectus supplement, holders of the warrants
may
surrender securities as all or part of the exercise price for
warrants.
Enforceability
of Rights by Holders of Warrants
Each
warrant agent will act solely as our agent under the applicable warrant
agreement and will not assume any obligation or relationship of agency or
trust
with any holder of any warrant. A single bank or trust company may act as
warrant agent for more than one issue of warrants. A warrant agent will
have no duty or responsibility in case of any default by us under the applicable
warrant agreement or warrant, including any duty or responsibility to initiate
any proceedings at law or otherwise, or to make any demand upon us. Any
holder of a warrant may, without the consent of the related warrant agent
or the
holder of any other warrant, enforce by appropriate legal action its right
to
exercise, and receive the securities purchasable upon exercise of, its
warrants.
Outstanding
Warrants
As
of
June 1, 2007, there were outstanding warrants to purchase 1,400,059 shares
of
our common stock. The exercise price for 1,300,059 of these warrants is
$3.00 per share. The exercise price for 100,000 of these warrants is $3.60
per
share. These warrants will expire in February 2010, unless earlier
exercised.
The
following description, together with the additional information we may include
in any applicable prospectus supplements, summarizes the material terms and
provisions of the units that we may offer under this prospectus. While the
terms
we have summarized below will apply generally to any units that we may offer
under this prospectus, we will describe the particular terms of any series
of
units in more detail in the applicable prospectus supplement. The terms of
any
units offered under a prospectus supplement may differ from the terms described
below. However, no prospectus supplement will fundamentally change the terms
that are set forth in this prospectus or offer a security that is not registered
and described in this prospectus at the time of its effectiveness.
We
will
file as exhibits to the registration statement of which this prospectus is
a
part, or will incorporate by reference from a Current Report on Form 8-K
that we
file with the SEC, the form of unit agreement that describes the terms of
the
series of units we are offering, and any supplemental agreements, before
the
issuance of the related series of units. The following summaries of material
terms and provisions of the units are subject to, and qualified in their
entirety by reference to, all the provisions of the unit agreement and any
supplemental agreements applicable to a particular series of units. We urge
you
to read the applicable prospectus supplements related to the particular series
of units that we sell under this prospectus, as well as the complete unit
agreement and any supplemental agreements that contain the terms of the
units.
General
We
may
issue units comprised of one or more debt securities, shares of common stock,
shares of preferred stock and warrants in any combination. Each unit will
be
issued so that the holder of the unit is also the holder of each security
included in the unit. Thus, the holder of a unit will have the rights and
obligations of a holder of each included security. The unit agreement under
which a unit is issued may provide that the securities included in the unit
may
not be held or transferred separately, at any time or at any time before
a
specified date.
We
will
describe in the applicable prospectus supplement the terms of the series
of
units, including:
·
the
designation and terms of the units and of the securities comprising the units,
including whether and under what circumstances those securities may be held
or
transferred separately;
·
any
provisions of the governing unit agreement that differ from those described
below; and
·
any
provisions for the issuance, payment, settlement, transfer or exchange of
the
units or of the securities comprising the units.
The
provisions described in this section, as well as those described under
“Description of Capital Stock,” “Description of Debt Securities” and
“Description of Warrants” will apply to each unit and to any common stock,
preferred stock, debt security or warrant included in each unit,
respectively.
Issuance
in Series
We
may
issue units in such amounts and in numerous distinct series as we
determine.
Enforceability
of Rights by Holders of Units
Each
unit
agent will act solely as our agent under the applicable unit agreement and
will
not assume any obligation or relationship of agency or trust with any holder
of
any unit. A single bank or trust company may act as unit agent for more than
one
series of units. A unit agent will have no duty or responsibility in case
of any
default by us under the applicable unit agreement or unit, including any
duty or
responsibility to initiate any proceedings at law or otherwise, or to make
any
demand upon us. Any holder of a unit may, without the consent of the related
unit agent or the holder of any other unit, enforce by appropriate legal
action
its rights as holder under any security included in the unit.
Title
We,
the
unit agents and any of their agents may treat the registered holder of any
unit
certificate as an absolute owner of the units evidenced by that certificate
for
any purpose and as the person entitled to exercise the rights attaching to
the
units so requested, despite any notice to the contrary. See “Legal Ownership of
Securities.”
LEGAL
OWNERSHIP OF SECURITIES
We
can
issue securities in registered form or in the form of one or more global
securities. We describe global securities in greater detail below.
We refer to those persons who have securities registered in their own names
on
the books that we or any applicable trustee or depositary or warrant agent
maintain for this purpose as the “holders” of those securities. These
persons are the legal holders of the securities. We refer to those persons
who, indirectly through others, own beneficial interests in securities that
are
not registered in their own names, as “indirect holders” of those
securities. As we discuss below, indirect holders are not legal holders,
and investors in securities issued in book-entry form or in street name will
be
indirect holders.
Book-Entry
Holders
We
may
issue securities in book-entry form only, as we will specify in the applicable
prospectus supplement. This means securities may be represented by one or
more global securities registered in the name of a financial institution
that
holds them as depositary on behalf of other financial institutions that
participate in the depositary’s book-entry system. These participating
institutions, which are referred to as participants, in turn, hold beneficial
interests in the securities on behalf of themselves or their
customers.
Only
the
person in whose name a security is registered is recognized as the holder
of
that security. Global securities will be registered in the name of the
depositary. Consequently, for global securities, we will recognize only
the depositary as the holder of the securities, and we will make all payments
on
the securities to the depositary. The depositary passes along the payments
it receives to its participants, which in turn pass the payments along to
their
customers who are the beneficial owners. The depositary and its
participants do so under agreements they have made with one another or with
their customers; they are not obligated to do so under the terms of the
securities.
As
a
result, investors in a global security will not own securities directly.
Instead, they will own beneficial interests in a global security, through
a
bank, broker or other financial institution that participates in the
depositary’s book-entry system or holds an interest through a participant.
As long as the securities are issued in global form, investors will be indirect
holders, and not holders, of the securities.
Street
Name Holders
We
may
terminate global securities or issue securities that are not issued in global
form. In these cases, investors may choose to hold their securities in
their own names or in “street name.” Securities held by an investor in street
name would be registered in the name of a bank, broker or other financial
institution that the investor chooses, and the investor would hold only a
beneficial interest in those securities through an account he or she maintains
at that institution.
For
securities held in street name, we or any applicable trustee or depositary
will
recognize only the intermediary banks, brokers and other financial institutions
in whose names the securities are registered as the holders of those securities,
and we or any such trustee or depositary will make all payments on those
securities to them. These institutions pass along the payments they
receive to their customers who are the beneficial owners, but only because
they
agree to do so in their customer agreements or because they are legally required
to do so. Investors who hold securities in street name will be indirect
holders, not holders, of those securities.
Legal
Holders
Our
obligations, as well as the obligations of any applicable trustee or third
party
employed by us or a trustee, run only to the legal holders of the
securities. We do not have obligations to investors who hold beneficial
interests in global securities, in street name or by any other indirect
means. This will be the case whether an investor chooses to be an indirect
holder of a security or has no choice because we are issuing the securities
only
in global form.
For
example, once we make a payment or give a notice to the holder, we have no
further responsibility for the payment or notice even if that holder is
required, under agreements with its participants or customers or by law,
to pass
it along to the indirect holders but does not do so. Similarly, we may
want to obtain the approval of the holders to amend an indenture, to relieve
us
of the consequences of a default or of our obligation to comply with a
particular provision of an indenture, or for other purposes. In such an
event, we would seek approval only from the holders, and not the indirect
holders, of the securities. Whether and how the holders contact the
indirect holders is up to the holders.
Special
Considerations for Indirect Holders
If
you
hold securities through a bank, broker or other financial institution, either
in
book-entry form because the securities are represented by one or more global
securities or in street name, you should check with your own institution
to find
out:
·
how
it
handles securities payments and notices;
·
whether
it imposes fees or charges;
·
how
it
would handle a request for the holders’ consent, if ever required;
·
whether
and how you can instruct it to send you securities registered in your own
name
so you can be a holder, if that is permitted in the future;
·
how
it
would exercise rights under the securities if there were a default or other
event triggering the need for holders to act to protect their interests;
and
·
if
the
securities are in book-entry form, how the depositary’s rules and procedures
will affect these matters.
Global
Securities
A
global
security is a security that represents one or any other number of individual
securities held by a depositary. Generally, all securities represented by
the same global securities will have the same terms.
Each
security issued in book-entry form will be represented by a global security
that
we issue to, deposit with and register in the name of a financial institution
or
its nominee that we select. The financial institution that we select for
this purpose is called the depositary. Unless we specify otherwise in the
applicable prospectus supplement, The Depository Trust Company, New York,
New
York, known as DTC, will be the depositary for all securities issued in
book-entry form.
A
global
security may not be transferred to or registered in the name of anyone other
than the depositary, its nominee or a successor depositary, unless special
termination situations arise. We describe those situations below under
“Special Situations When a Global Security Will Be Terminated.” As a result of
these arrangements, the depositary, or its nominee, will be the sole registered
owner and holder of all securities represented by a global security, and
investors will be permitted to own only beneficial interests in a global
security. Beneficial interests must be held by means of an account with a
broker, bank or other financial institution that in turn has an account with
the
depositary or with another institution that does. Thus, an investor whose
security is represented by a global security will not be a holder of the
security, but only an indirect holder of a beneficial interest in the global
security.
If
the
prospectus supplement for a particular security indicates that the security
will
be issued as a global security, then the security will be represented by
a
global security at all times unless and until the global security is
terminated. If termination occurs, we may issue the securities through
another book-entry clearing system or decide that the securities may no longer
be held through any book-entry clearing system.
Special
Considerations For Global Securities
As
an
indirect holder, an investor’s rights relating to a global security will be
governed by the account rules of the investor’s financial institution and of the
depositary, as well as general laws relating to securities transfers. We
do not recognize an indirect holder as a holder of securities and instead
deal
only with the depositary that holds the global security.
If
securities are issued only as global securities, an investor should be aware
of
the following:
·
an
investor cannot cause the securities to be registered in his or her name,
and
cannot obtain non-global certificates for his or her interest in the securities,
except in the special situations we describe below;
·
an
investor will be an indirect holder and must look to his or her own bank
or
broker for payments on the securities and protection of his or her legal
rights
relating to the securities, as we describe above;
·
an
investor may not be able to sell interests in the securities to some insurance
companies and to other institutions that are required by law to own their
securities in non-book-entry form;
·
an
investor may not be able to pledge his or her interest in the global security
in
circumstances where certificates representing the securities must be delivered
to the lender or other beneficiary of the pledge in order for the pledge
to be
effective;
·
the
depositary’s policies, which may change from time to time, will govern payments,
transfers, exchanges and other matters relating to an investor’s interest in the
global security. We and any applicable trustee have no responsibility for
any aspect of the depositary’s actions or for its records of ownership interests
in the global security. We and the trustee also do not supervise the
depositary in any way;
·
the
depositary may, and we understand that DTC will, require that those who purchase
and sell interests in the global security within its book-entry system use
immediately available funds, and your broker or bank may require you to do
so as
well; and
·
financial
institutions that participate in the depositary’s book-entry system, and through
which an investor holds its interest in the global security, may also have
their
own policies affecting payments, notices and other matters relating to the
securities. There may be more than one financial intermediary in the chain
of ownership for an investor. We do not monitor and are not responsible
for the actions of any of those intermediaries.
Special
Situations When A Global Security Will Be Terminated
In
a few
special situations described below, a global security will terminate and
interests in it will be exchanged for physical certificates representing
those
interests. After that exchange, the choice of whether to hold securities
directly or in street name will be up to the investor. Investors must
consult their own banks or brokers to find out how to have their interests
in
securities transferred to their own names, so that they will be direct
holders. We have described the rights of holders and street name investors
above.
A
global
security will terminate when the following special situations
occur:
·
if
the
depositary notifies us that it is unwilling, unable or no longer qualified
to
continue as depositary for that global security and we do not appoint another
institution to act as depositary within 90 days;
·
if
we
notify any applicable trustee that we wish to terminate that global security;
or
·
if
an
event of default has occurred with regard to securities represented by that
global security and has not been cured or waived.
The
prospectus supplement may also list additional situations for terminating
a
global security that would apply only to the particular series of securities
covered by the prospectus supplement. When a global security terminates,
the depositary, and not we or any applicable trustee, is responsible for
deciding the names of the institutions that will be the initial direct
holders.
We
may
sell the securities through underwriters or dealers, through agents, or directly
to one or more purchasers. A prospectus supplement or supplements will
describe the terms of the offering of the securities, including:
·
the
name
or names of any underwriters, if any;
·
the
purchase price of the securities and the proceeds we will receive from the
sale;
·
any
over-allotment options under which underwriters may purchase additional
securities from us;
·
any
agency fees or underwriting discounts and other items constituting agents’ or
underwriters’ compensation;
·
any
public offering price;
·
any
discounts or concessions allowed or reallowed or paid to dealers;
and
·
any
securities exchange or market on which the securities may be
listed.
Only
underwriters named in the prospectus supplement are underwriters of the
securities offered by the prospectus supplement.
If
underwriters are used in the sale, they will acquire the securities for their
own account and may resell the securities from time to time in one or more
transactions at a fixed public offering price or at varying prices determined
at
the time of sale. The obligations of the underwriters to purchase the
securities will be subject to the conditions set forth in the applicable
underwriting agreement. We may offer the securities to the public through
underwriting syndicates represented by managing underwriters or by underwriters
without a syndicate. Subject to certain conditions, the underwriters will
be obligated to purchase all of the securities offered by the prospectus
supplement. Any public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may change from time to time. We
may use underwriters with whom we have a material relationship. We will
describe in the prospectus supplement, naming the underwriter, the nature
of any
such relationship.
We
may
sell securities directly or through agents we designate from time to time.
We will name any agent involved in the offering and sale of securities and
we
will describe any commissions we will pay the agent in the prospectus
supplement. Unless the prospectus supplement states otherwise, our agent
will act on a best-efforts basis for the period of its appointment.
We
may
authorize agents or underwriters to solicit offers by certain types of
institutional investors to purchase securities from us at the public offering
price set forth in the prospectus supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the
future. We will describe the conditions to these contracts and the
commissions we must pay for solicitation of these contracts in the prospectus
supplement.
We
may
provide agents and underwriters with indemnification against civil liabilities
related to this offering, including liabilities under the Securities Act,
or
contribution with respect to payments that the agents or underwriters may
make
with respect to these liabilities. Agents and underwriters may engage in
transactions with, or perform services for, us in the ordinary course of
business.
All
securities we offer, other than common stock, will be new issues of securities
with no established trading market. Any underwriters may make a market in
these securities, but will not be obligated to do so and may discontinue
any
market making at any time without notice. We cannot guarantee the
liquidity of the trading markets for any securities.
Any
underwriter may engage in overallotment, stabilizing transactions, short
covering transactions and penalty bids in accordance with Regulation M under
the
Exchange Act. Overallotment involves sales in excess of the offering size,
which create a short position. Stabilizing transactions permit bids to
purchase the underlying security so long as the stabilizing bids do not exceed
a
specified maximum. Short covering transactions involve purchases of the
securities in the open market after the distribution is completed to cover
short
positions. Penalty bids permit the underwriters to reclaim a selling
concession from a dealer when the securities originally sold by the dealer
are
purchased in a covering transaction to cover short positions. Those
activities may cause the price of the securities to be higher than it would
otherwise be. If commenced, the underwriters may discontinue any of the
activities at any time.
Any
underwriters who are qualified market makers on The NASDAQ Capital Market
may
engage in passive market making transactions in the securities on The NASDAQ
Capital Market in accordance with Rule 103 of Regulation M, during the business
day prior to the pricing of the offering, before the commencement of offers
or
sales of the securities. Passive market makers must comply with applicable
volume and price limitations and must be identified as passive market
makers. In general, a passive market maker must display its bid at a price
not in excess of the highest independent bid for such security; if all
independent bids are lowered below the passive market maker’s bid, however, the
passive market maker’s bid must then be lowered when certain purchase limits are
exceeded.
In
compliance with guidelines of the National Association of Securities Dealers,
or
NASD, the maximum consideration or discount to be received by any NASD member
or
independent broker dealer may not exceed 8% of the aggregate amount of the
securities offered pursuant to this prospectus and any applicable prospectus
supplement.
DISCLOSURE
OF SEC POSITION ON INDEMNIFICATION
OF
SECURITIES ACT LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers or controlling persons, we have been
informed that, in the opinion of the SEC, such indemnification is against
public
policy as expressed in the Securities Act and is therefore unenforceable.
In the
event that a 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
Securities Act and will be governed by the final adjudication of such
issue.
ENFORCEABIILTY
OF CIVIL LIABILITIES
All
but
one of our directors and all of our executive officers reside outside the
United
States. In addition, our principal executive office is located in Hong Kong.
Outside the United States, it may be difficult for investors to enforce
judgments obtained against the Company, our directors or our officers in
actions
brought in the United States, including actions predicated upon the civil
liability provisions of U.S. federal securities laws.
LEGAL
MATTERS
The
validity of the issuance of the securities being offered by this prospectus
will
be passed upon by Schlueter & Associates P.C., Denver, Colorado. Kirkpatrick
& Lockhart Preston Gates Ellis LLP, Boston, Massachusetts, has advised us in
connection with matters relating to U.S. law.
EXPERTS
The
consolidated financial statements of China Precision Steel, Inc. for the
year
ended June 30, 2006, appearing in our Definitive Proxy Statement, dated November
22, 2006, have been audited by Murrell, Hall, McIntosh & Co. PLLP,
independent auditors, as set forth in their report thereon included therein
and
incorporated herein by reference. Such consolidated financial statements
are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
are
subject to the reporting requirements of the Exchange Act and file annual,
quarterly and current reports, proxy statements and other information with
the
SEC. You may read and copy these reports, proxy statements and other information
at the SEC's Public Reference Room at 100 F Street, N.E., Washington, DC
20549.
You can request copies of these documents by writing to the SEC and paying
a fee
for the copying cost. Please call the SEC at 1-800-SEC-0330 for further
information on the Public Reference Room. The SEC also maintains an Internet
site that contains reports, proxy statements and other information about
issuers, like us, who file electronically with the SEC. The address of the
SEC's
web site is http://www.sec.gov.
Our
common stock is listed on The NASDAQ Capital Market, and you can read and
inspect our filings at the offices of the National Association of Securities
Dealers, Inc. at 1735 K Street, Washington, DC 20006.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC
allows us to “incorporate by reference” the information we file with them, which
means that we can disclose important information to you by referring you
to
those documents. The information we incorporate by reference is considered
to be
an important part of this prospectus, and information that we file with the
SEC
at a later date will automatically add to, update or supersede this information.
We incorporate by reference the documents listed below:
|
|
· |
our
Definitive Proxy Statement, as filed with the SEC on November 22,
2006;
|
|
|
· |
our
Quarterly Report on Form 10-Q for our fiscal quarter ended March
31, 2007,
filed on May 14, 2007;
|
|
|
· |
our
Current Reports on Form 8-K filed with the SEC, dated as of December
28,
2006, February 13, 2007, February 16, 2007, and May 15,
2007;
|
|
|
· |
the
description of our common stock contained in our registration statement
on
Form 8-A12G/A filed with the SEC on December 21, 2001, including
all
amendments or reports filed for the purpose of updating such description;
and
|
|
|
· |
all
future filings that we make with the SEC under Section 13(a), 13(c),
14,
or 15(d) of the Exchange Act after the date of filing of the registration
statement on Form S-3 of which this prospectus is a part and prior
to the
termination or completion of any offering of securities under this
prospectus and all applicable prospectus supplements (except, in
each
case, for information contained in any such filing that is furnished
and
not “filed” under the Exchange Act), which filings will be deemed to be
incorporated by reference in this prospectus, as supplemented by
the
applicable prospectus supplement, and to be a part hereof from
the
respective dates of such filings.
|
The
SEC
file number for each of the documents listed above is 000-23039.
We
will
provide without charge to any person, including a beneficial owner, to whom
this
prospectus is delivered, upon the request of such person, a copy of any or
all
of the information that is incorporated by reference in this prospectus
(exclusive of exhibits to such documents, unless such exhibits are specifically
incorporated by reference herein). Requests for such documents should be
directed to: China Precision Steel, Inc., 8th Floor, Teda Building, 87 Wing
Lok
Street, Sheung Wan, Hong Kong, People’s Republic of China, Attn: Chief Financial
Officer (telephone +1-852-2543-8223).
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
following table sets forth the costs and expenses to be paid by us in connection
with the sale of the shares of common stock being registered hereby. All
amounts
are estimates, except for the SEC registration fee.
|
|
|
$ |
1,535 |
|
|
Accounting
fees and expenses
|
|
$
|
500
|
|
|
Legal
fees and expenses
|
|
$
|
25,000
|
|
|
Miscellaneous
expenses
|
|
$
|
15,000
|
|
|
Total
|
|
$ |
42,035 |
|
Item
15. Indemnification of Directors and Officers.
Under
our
second amended and restated bylaws, we are required to indemnify our former
and
current directors and officers of the Company against expenses incurred in
any
action brought against those persons as a result of their role with the Company,
to the fullest extent permitted by law. Similarly, we may, in some
circumstances, advance to a person potentially eligible for indemnification
the
expenses incurred in defending such an action. Under the Colorado Business
Corporations Act, we must reimburse the reasonable expenses of a director
who
was wholly successful in defending an action brought against him or her as
a
result of his or her role with the Company. The Colorado Business Corporations
Act generally requires a person seeking indemnification to have acted in
good
faith and in a manner he or she reasonably believed to have been in the best
interests or the Company.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers or controlling persons pursuant to the
foregoing provisions, we have been informed that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the Securities
Act
and is therefore unenforceable.
Item
16. Exhibits.
The
following exhibits are filed herewith and as a part of this registration
statement:
|
Exhibit
Number
|
|
Description
|
|
1.1
|
|
Form
of Underwriting Agreement (1)
|
| |
|
|
|
3.1
|
|
Amended
and Restated Certificate of Incorporation (incorporated herein
by
reference to the Company’s Form 8-K, filed January 4, 2007, Exhibit 3.1)
|
| |
|
|
|
3.2
|
|
Second
Amended and Restated Bylaws (incorporated herein by reference to
the
Company’s Form 10-KSB, filed March 31, 1999, Exhibit 3.1.II)
|
| |
|
|
|
4.1
|
|
Specimen
Common Stock Certificate (incorporated herein by reference to the
Company’s Form 10-Q for the quarterly period ended December 31,
2006)
|
| |
|
|
|
4.2
|
|
Specimen
Preferred Stock Certificate and Form of Certificate of Designations
of
Preferred Stock (1)
|
|
|
|
|
|
4.3
|
|
Form
of Indenture for Debt Securities (1)
|
|
|
|
|
|
4.4
|
|
Form
of Notes (1)
|
|
4.5
|
|
Form
of Warrant Agreement and Warrant Certificate (1)
|
|
|
|
|
|
4.6
|
|
Form
of Unit Agreement (1)
|
| |
|
|
|
5.1
|
|
Opinion
of Schlueter & Associates, P.C.
|
| |
|
|
|
12.1
|
|
Statement
on the Computation of Ratio of Earnings to Fixed
Charges
|
| |
|
|
|
23.1
|
|
Consent
of Schlueter & Associates, P.C. (included in Exhibit
5.1).
|
| |
|
|
|
23.2
|
|
Consent
of Murrell, Hall, McIntosh & Co., PLLP, Independent Registered Public
Accounting Firm
|
| |
|
|
|
23.3
|
|
Consent
of Kirkpatrick & Lockhart Preston Gates Ellis LLP.
|
| |
|
|
|
24.1
|
|
Power
of Attorney (included on page II-4 and II-5)
|
| |
|
|
|
|
|
Form
T-1 Statement of Eligibility of Trustee for Indenture under the
Trust
Indenture Act of 1939 (1)
|
(1)
To
the
extent applicable, to be filed by an amendment to this registration statement
or
incorporated by reference pursuant to a Current Report of the registrant
on Form
8-K in connection with a offering of securities.
Item
17. Undertakings.
(a)
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 prospectus required by Section 10(a)(3) of the Securities
Act;
(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) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and
(iii)
To
include any material information with respect to the plan of distribution
not
previously disclosed in this registration statement or any material change
to
such information in this registration statement.
(2)
That, for the purpose of determining any liability under the Securities
Act, 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;
(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)
That,
for
the purpose of determining liability under the Securities Act of 1933 to
any
purchaser:
(i)
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed
to
be part of the registration statement as of the date the filed prospectus
was
deemed part of and included in the registration statement; and
(ii)
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7)
as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose
of
providing the information required by section 10(a) of the Securities Act
of
1933 shall be deemed to be part of and included in the registration statement
as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in
the
offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter,
such
date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that time shall
be
deemed to be the initial bona fide offering thereof. Provided, however, that
no
statement made in a registration statement or prospectus that is part of
the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of
the
registration statement will, as to a purchaser with a time of contract of
sale
prior to such effective date, supersede or modify any statement that was
made in
the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective
date.
(5)
That,
for
the purpose of determining liability of the registrant under the Securities
Act
of 1933 to any purchaser in the initial distribution of the securities, the
undersigned registrant undertakes that in a primary offering of securities
of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser,
if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to
the
purchaser and will be considered to offer or sell such securities to such
purchaser: (i) any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to Rule
424;
(ii) any free writing prospectus relating to the offering prepared by or
on
behalf of the undersigned registrant or used or referred to by the undersigned
registrant; (iii) the portion of any other free writing prospectus relating
to
the offering containing material information about the undersigned registrant
or
its securities provided by or on behalf of the undersigned registrant; and
(iv)
any other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(6)
That:
(i)
for purposes of determining any liability under the Securities Act of 1933,
the
information omitted from the form of prospectus filed as part of the
registration statement in reliance upon Rule 430A and contained in the 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 the registration
statement as of the time it was declared effective; and (ii) for the purpose
of
determining any liability under the Securities Act, 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.
(7)
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 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.
(8)
That,
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 in
accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Act.
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 Securities Act
and
is, therefore, unenforceable. In the event that a 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.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-3 and has duly caused this registration statement to be
signed
on its behalf by the undersigned, thereunto duly authorized, in Hong Kong,
on
this 1st day of June, 2007.
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CHINA
PRECISION STEEL, INC. |
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By: |
/s/
Wo Hing Li
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Wo
Hing Li, President and CEO
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POWER
OF ATTORNEY
KNOW
ALL
PERSON BY THESE PRESENTS that each individual whose signature appears below
constitutes and appoints each of Wo Hing Li and Leada Tak Tai Li, and each
or
any of them, his true and lawful attorneys-in-fact and agents with full power
of
substitution, for him and in his name, place and stead, and in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to sign any registration statement for
the
same offering covered by the registration statement that is to be effective
upon
filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933,
and
all post-effective amendments thereto, and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and
each
of them, full power and authority to do and perform each and every act and
thing
requisite or necessary to be done in and about the premises, as fully to
all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them,
or
his or their substitute or substitutes may lawfully do or cause to be done
by
virtue hereof.
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Signature
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Capacity
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Date
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Wo
Hing Li
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Chief
Executive Officer (Principal Executive Officer), President and
Director
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June
1, 2007
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Leada
Tak Tai Li
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Chief
Financial Officer, Secretary and Treasurer
(Principal
Financial Officer; Principal Accounting Officer)
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Hai
Sheng Chen
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General
Manager, Director
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/s/
Che Kin
Lui
Che
Kin Lui
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Director
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David
Peter Wong
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Director
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/s/
Tung Kuen
Tsui
Tung
Kuen Tsui
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Director
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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1.1
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Form
of Underwriting Agreement (1)
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3.1
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Amended
and Restated Certificate of Incorporation (incorporated herein
by
reference to the Company’s Form 8-K, filed January 4, 2007, Exhibit 3.1)
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3.2
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Second
Amended and Restated Bylaws (incorporated herein by reference to
the
Company’s Form 10-KSB, filed March 31, 1999, Exhibit 3.1.II)
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4.1
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Specimen
Common Stock Certificate (incorporated herein by reference to the
Company’s Form 10-Q for the quarterly period ended December 31,
2006)
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4.2
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Specimen
Preferred Stock Certificate and Form of Certificate of Designations
of
Preferred Stock (1)
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4.3
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Form
of Indenture for Debt Securities (1)
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4.4
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Form
of Notes (1)
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4.5
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Form
of Warrant Agreement and Warrant Certificate (1)
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4.6
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Form
of Unit Agreement (1)
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5.1
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Opinion
of Schlueter & Associates, P.C.
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12.1
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Statement
on the Computation of Ratio of Earnings to Fixed
Charges
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23.1
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Consent
of Schlueter & Associates, P.C. (included in Exhibit
5.1).
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23.2
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Consent
of Murrell, Hall, McIntosh & Co., PLLP, Independent Registered Public
Accounting Firm
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23.3
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Consent
of Kirkpatrick & Lockhart Preston Gates Ellis LLP.
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24.1
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Power
of Attorney (included on page II-4 and II-5)
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25.1
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Form
T-1 Statement of Eligibility of Trustee for Indenture under the
Trust
Indenture Act of 1939 (1)
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| (1) |
To
the extent applicable, to be filed by an amendment to this registration
statement or incorporated by reference pursuant to a Current Report
of the
registrant on Form 8-K in connection with an offering of
securities.
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