Standard Instructions for Filing Forms under the Securities Act of 1933, Securities Exchange Act of 1934, and Energy Policy and Conservation Act of 1975
Regulation S-K
Item 506 -- Dilution
Where common equity securities are being registered and there is substantial disparity
between the public offering price and the effective cash cost to officers, directors,
promoters and affiliated persons of common equity acquired by them in transactions
during the past five years, or which they have the right to acquire, and the registrant
is not subject to the reporting requirements of section 13(a)
or 15(d) of the Exchange Act immediately prior
to filing of the registration statement, there shall be included a comparison of
the public contribution under the proposed public offering and the effective cash
contribution of such persons. In such cases, and in other instances where common
equity securities are being registered by a registrant that has had losses in each
of its last three fiscal years and there is a material dilution of the purchasers'
equity interest, the following shall be disclosed:
The net tangible book value per share before and after
the distribution;
The amount of the increase in such net tangible book
value per share attributable to the cash payments made by purchasers of the shares
being offered; and
The amount of the immediate dilution from the public
offering price which will be absorbed by such purchasers.
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