Incorporation by Reference

A feature of some SEC registration statement forms (for example, Form S-3 and Form F-3), which allows information included in an existing document to be deemed to be part of the registration statement although not physically attached or actually repeated.  For example, a Form S-3 issuer’s (or “shelf issuer’s”) Form 10-K is incorporated by reference into the Form S-3, although the text of the form is not repeated in the Form S-3.  By incorporating by reference from previously filed documents, an issuer may satisfy the disclosure requirements of the form.  “Forward” incorporation by reference is another feature of Forms S-3 and F-3, in that the issuer’s future filings under the Exchange Act will be automatically deemed incorporated by reference into the registration statement until the termination of the offering of the securities registered under the registration statement.

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