Schedule 14A requires filer to check appropriate boxes on the first page thereof

[ ]   Filed by Registrant
[ ]   Filed by a party other than the Registrant
[ ]   Preliminary proxy statement
[ ]   Confidential
[ ]   Definitive proxy statement
[ ]   Definitive additional materials
[ ]   Soliciting material pursuant to 240.14a-12 filer

Filing fees

Text

• Where any item calls for information with respect to any matter to be acted upon and such matter involves other matters with respect to which information is called for by other items of this Schedule, the information called for by such other items shall also be given.
• For example, where a solicitation of security holders is for the purpose of approving the authorization of additional securities which are to be used to acquire another specified company, and the registrants security holders will not have a separate opportunity to vote upon the transaction, the solicitation to authorize the securities is also a solicitation with respect to the acquisition.
• Under those facts, information required by Items 11, 13 and 14 shall be furnished.

Text

• Where any item calls for information with respect to any matter to be acted upon at the meeting, such item need be answered in the registrants soliciting material only with respect to proposals to be made by or on behalf of the registrant.  

Text

• Except as otherwise specifically provided, where any item calls for information for a specified period with regard to directors, executive officers, officers or other persons holding specified positions or relationships, the information shall be given with regard to any person who held any of the specified positions or relationship at any time during the period.
• Information, other than information required by Item 404 of Regulation S-B (§228.404 of this chapter) or Item 404 of Regulation S-K (§229.404 of this chapter), need not be included for any portion of the period during which such person did not hold any such position or relationship, provided a statement to that effect is made.  

Note D

• Information may be incorporated by reference only in the manner and to the extent specifically permitted in the items of this schedule.
• Where incorporation by reference is used, the following shall apply:

• 1. Any incorporation by reference of information pursuant to the provisions of this Schedule shall be subject to the provisions of §228.10(f) and §229.10(d) restricting incorporation by reference of documents which incorporate by reference other information. A registrant incorporating any documents, or portions of documents, shall include a statement on the last page(s) of the proxy statement as to which documents, or portions of documents, are incorporated by reference. Information shall not be incorporated by reference in any case where such incorporation would render the statement incomplete, unclear or confusing.
• 2. If a document is incorporated by reference but not delivered to security holders, include an undertaking to provide, without charge, to each person to whom a proxy statement is delivered, upon written or oral request of such person and by first class mail or other equally prompt means within one business day of receipt of such request, a copy of any and all of the information that has been Incorporated by reference In the proxy statement (not including exhibits to the information that is incorporated by reference unless such exhibits are specifically incorporated by reference into the information that the proxy statement incorporates), and the address (including title or department) and telephone numbers to which such a request is to be directed. This includes information contained in documents filed subsequent to the date on which definitive copies of the proxy statement are sent or given to security holders, up to the date of responding to the request.
• 3. If a document or portion of a document other than an annual report sent to security holders pursuant to the requirements of Rule 14a-3 (§240.14a-3 of this chapter) with respect to the same meeting or solicitation of consents or authorizations as that to which the proxy statement relates is incorporated by reference in the manner permitted by Item 13(b) or 14(b) of this schedule, the proxy statement must be sent to security holders no later than 20 business days prior to the date on which the meeting of such security holders is held or, if no meeting is held, at least 20 business days prior to the date the votes, consents or authorizations may be used to effect the corporate action.
• 4. Electronic filings. If any of the information required by Items 13 or 14 of this Schedule is incorporated by reference from an annual or quarterly report to security holders, such report, or any portion thereof incorporated by reference, shall be filed in electronic format with the proxy statement. This provision shall not apply to registered investment companies.

Note E  Form S-3 requirements

SEC_CODE_REF_0090001192884

Note F    Regulation S-B

• Registrants and acquirees that meet the definition of "small business issuer" under Rule 12b-2 of the Exchange Act (§240.12b-2) shall refer to the disclosure items in Regulation S-B (§228.10 et seq. of this chapter) and not Regulation S-K (§229.10 et seq. of this chapter).
• If there is no comparable disclosure item in Regulation S-B, small business issuers need not provide the information requested.
• Small business issuers shall provide the financial information in Item 310 of Regulation S-B in lieu of the financial statements required in Schedule 14A.

Note G

1. Registrants and acquirees which meet the definition of "small business issuer" in Rule 12b-2 of the Exchange Act and filed their latest annual report in accordance with Information Required in Annual Report of Transitional Small Business Issuers in form 10-KSB shall refer to this Special Note for Small Business Issuers with respect to the specified items in this Schedule. If paragraph G(2) or G(3), below, does not contain an alternative disclosure instruction, small business issuers should comply with the disclosure item in this schedule, as modified by Instruction F.
2. Registrants and acquirees which relied upon Alternative 1 in their most recent Form 10-KSB may provide the following information (Question numbers are in reference to Model A of Form 1-A): (a) Questions 37 and 38 instead of Item 6(d); (b) Question 43 instead of Item 7(a); (c) Questions 29-36 and 39 instead of Item 7(b); (d) Questions 40-42 instead of Item 8; (e) Questions 40-42 instead of Item 10; (e) the information required in Part F/S of Form 10-SB instead of the financial statement requirements of Items 13 or 14; (f) Questions 4, 11 and 47-50 instead of Item 13(a)(1)(3); (g) Question 3 instead of Item 14(b)(3)(i)(A) and (B); and (h) Questions 4, 11 and 47-50 instead of Item 14(b)(3)(i)(H).
3. Registrants and acquirees which relied upon Alternative 2 in their most recent Form 10-KSB may provide the following information (Model B refers to Model B of Form 1-A): (a) Item 10 of Model B instead of Item 6(d) of Schedule 14A;(b) Item 8(d) of Model B instead of Item 7(a) of Schedule 14A: (c) Items 8(a)-8(c) and Item II of Model B instead of Item 7(b) of Schedule 14A; (d) Item 9 of Model B instead of Item 8 of Schedule 14A; (e) Item 9 of Model B instead of Item 10 of Schedule 14A; (f) the information required in Part F/S of Form 10-SB instead of the financial statement requirements of Items 13 or 14 of Schedule 14A; (g) Item 6(a)(3)(i) of Model B instead of Item 13(a)(1)(3) of Schedule 14A; (h) Items 6 and 7 of Model B instead of Item 14(b)(3)(i)(A) and (B) of Schedule 14A; and (i) Item 6(a)(3)(i) of Model B instead of Item 14(b)(3)(i)(H) of Schedule 14A.

Key Index Pages

• Annual Meeting Proxy Statements
• Proxy Rules
• Schedule 14A