Integrated Disclosure System
for Small Business Issuers
Regulation S-B
Item 202 -- Description of Securities
Common or Preferred Stock.
If the small business issuer is offering common equity, describe
any dividend, voting and preemption rights.
If the small business issuer is offering preferred stock, describe
the dividend, voting, conversion and liquidation rights as well as redemption
or sinking fund provisions.
Describe any other material rights of common or preferred stockholders.
Describe any provision in the charter or by-laws that would
delay, defer or prevent a change in control of the small business issuer.
Debt Securities.
If the small business issuer is offering debt securities, describe
the maturity date, interest rate, conversion or redemption features and
sinking fund requirements.
Describe all other material provisions giving or limiting the
rights of debtholders. For example, describe subordination provisions, limitations
on the declaration of dividends, restrictions on the issuance of additional
debt, maintenance of asset ratios, etc.
Give the name of any trustee(s) designated by the indenture
and describe the circumstances under which the trustee must act on behalf
of the debtholders.
Discuss the tax effects of any securities offered at an "original
issue discount."
Other Securities To Be Registered. If the
small business issuer is registering other securities, provide similar information
concerning the material provisions of those securities.
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