northbay-posam062012.htm
As filed with the Securities and Exchange Commission on June 20, 2012
Registration No. 333-171603
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 1
To
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NORTH BAY RESOURCES INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1000
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83-0402389
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial Classification Code Number)
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(I.R.S. Employer
Identification No.)
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PO Box 162, Skippack, Pennsylvania 19474
(215) 661-1100
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
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Perry Leopold, Chief Executive Officer
2120 Bethel Road
Lansdale, Pennsylvania 19446
(215) 661-1100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
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Approximate Date of Commencement of Proposed Sale to the Public: from time to time after the effective date of this Registration Statement as determined by market conditions and other factors.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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This Post-Effective Amendment No. 1 to Form S-1 covers shares of the Registrant's Common Stock originally registered on the Registration Statement on Form S-1 to which this is an amendment. The registration fees in respect of such shares of Common Stock were paid at the time of the original filing of the Registration Statement on Form S-1 relating to such Common Stock.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Post-Effective Amendment No.1 is filed in accordance with the undertakings in Item 17 of the Registration Statement to update and supplement the Registration Statement as originally declared effective by the Securities and Exchange Commission on January 24, 2011 to include the information contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed on March 12, 2012, and our Quarterly Report on Form 10-Q for the three months ended March 31, 2012 filed on May 10, 2012.
No additional securities are being registered under this Post-Effective Amendment No. 1.
INCORPORATION BY REFERENCE
The SEC allows us to “incorporate by reference” in this prospectus certain of the information we file with the SEC. This means we can disclose important information to you by referring you to another document that has been filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus. Information that is filed with the SEC after the date of this prospectus will automatically modify and supersede the information included or incorporated by reference in this prospectus to the extent that the subsequently filed information modifies or supersedes the existing information.
The following documents filed by the Company with the SEC are hereby incorporated by reference:
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·
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Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed on March 12, 2012;
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·
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Quarterly Report on Form 10-Q for the three months ended March 31, 2012 filed on May 10, 2012;
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Copies of these filings are available free of charge by writing to North Bay Resources Inc., 2120 Bethel Road, Lansdale, PA 19446 or by telephoning us at (215) 661-1100.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 13.
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Other Expenses of Issuance and Distribution
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The estimated expenses of this offering in connection with the issuance and distribution of the securities being registered, all of which are to be paid by the Registrant, are as follows:
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Registration Fee
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$
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100
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Edgarization
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$
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900
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Legal Fees and Expenses
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$
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2,000
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Accounting Fees and Expenses
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$
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7,000
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Total
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$
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10,000
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Item 14.
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Indemnification of Directors and Officers
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Our Articles of Incorporation include an indemnification provision under which we have agreed to indemnify our directors and officers from and against certain claims arising from or related to future acts or omissions as a director or officer of the Company. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
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Item 15.
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Recent Sales of Unregistered Securities
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During the past three years the Company has had the following unregistered sales (issuances) of its securities:
2011
During 2011, the Company issued an aggregate of 1,437,416 shares of common stock to retire a Convertible Promissory Note Agreement dated December 30, 2010 with Tangiers pursuant to which the Company received $50,000 as a loan from Tangiers. The total amount satisfied on conversion was $51,612, consisting of $51,000 in principal plus $1,612 in accrued interest.
During 2011, the Company issued 2 million shares of common stock to our Chief Executive Officer to relieve $180,000 in accrued deferred compensation. The shares were valued at the closing market price on the day of issuance.
During 2011, the Company issued 111,112 shares of common stock to Fred Michini as directors compensation of $10,000. The shares were valued at the closing market price on the day of issuance.
During 2011, the Company issued 550,000 shares of common stock as a settlement on a 2009 consulting agreement. The shares were valued at the closing market price on the day of issuance.
During 2011, the Company issued an aggregate of 557,528 shares of common stock to fully satisfy and retire a Convertible Note dated January 4, 2011 with Asher Enterprises, Inc. (“Asher”) pursuant to which the Company received $50,000 as a loan from Asher. The total amount satisfied on conversion was $52,000, consisting of $50,000 in principal and $2,000 in accrued interest, and the note has accordingly been retired.
During 2011, 863,681 shares of common stock were issued to satisfy and retire a Convertible Promissory Note Agreement dated June 17, 2010 with Tangiers pursuant to which the Company received $17,500 as a loan from Tangiers. The total amount satisfied on conversion was $18,724, consisting of $17,500 in principal plus $1,224 in accrued interest.
During 2011, 42,857 shares of common stock were issued for geological consulting services rendered. The shares were valued at $3,000, based on the closing market price on the date of issuance.
During 2011, 1,600,467 shares of common stock were issued to satisfy and retire a Convertible Promissory Note Agreement dated September 27, 2010 with Tangiers pursuant to which the Company received $50,000 as a loan from Tangiers. The total amount satisfied on conversion was $52,495, consisting of $50,000 in principal plus $2,495 in accrued interest.
2010
During 2010, the Company issued 6,589,147 shares of restricted common stock to Tangiers Investors, LP (“Tangiers”) as a one- time commitment fee of $85,000 in compliance with the October 7, 2009 agreement with Tangiers.
During 2010, the Company issued 5,000,000 shares of common stock in a Rule 504 private placement. The consideration received was $50,000.
During 2010, the Company issued 10 million shares of common stock to Ruby Development Company as part of the initial consideration for the signing of an option-to-purchase agreement on the Ruby Mine. The market value of these shares as of the date the contract was executed was $150,000.
2009
During 2009, the Company issued 4,000,000 shares of Series A Preferred stock, and 100,000 shares of Series G Preferred stock to our Chief Executive Officer as a bonus for services rendered. Each share of Series A Preferred has 10 votes per share and is convertible to 5 shares of common. The Series G Preferred stock has no voting rights, and each share is convertible to 1/100 of an ounce of gold, or 20 shares of common. The conversion of the Series G Preferred stock into gold can only be exercised by the holder if the company has gold inventory at the time of conversion. The conversion value of the shares was $253,785 based on the value of the closing price of the common stock the preferred shares were convertible into on the day of issuance, plus the value of the control premium from voting rights assigned to the preferred share issuances.
During 2009, the Company issued an aggregate of 21,800,000 shares of common stock in private placements. The consideration received was $173,000.
During 2009, the Company issued an aggregate of 10,000,000 shares of common stock to a private investor to reduce the balance due of deferred compensation to the Chief Executive Officer by $100,000. The deferred compensation was assigned by the Chief Executive Officer to the private investor in lieu of cash, and the assigned liability was immediately converted to equity by the investor. The value of the shares issued according to the market price on the date of issuance was $187,500. The difference between the value of the deferred compensation and the value of the shares issued was recorded as a loss on conversion.
During 2009, the Company issued an aggregate of 2,500,000 shares of common stock for services rendered. The shares were valued at $29,750, based on the market price on the date of issuance.
During 2009, the Company secured $5 Million in financing under an equity line of credit with Tangiers Investors, LP ("Tangiers") to fund the Company's operations and prospective mining acquisitions. North Bay has entered into a Securities Purchase Agreement with Tangiers that provides North Bay the right, but not the obligation, to draw down on the equity line of credit by selling to Tangiers shares of the Company's common stock for a total purchase price of up to $5 Million. Tangiers will pay the Company 90% of the lowest volume weighted average price of the Company's common stock during the pricing period as quoted by Bloomberg, LP on the Over-the-Counter Bulletin Board ("OTCBB"). Tangiers' obligation to purchase shares of the Company's common stock under the Securities Purchase Agreement is subject to certain conditions, including the Company obtaining an effective registration statement for shares of the Company's common stock sold under the Securities Purchase Agreement and is limited to $100,000 per 10 consecutive trading days after the advance notice is provided to Tangiers. Upon signing the Securities Purchase Agreement, the Company has agreed to issue Tangiers $85,000 in restricted stock as a one-time commitment fee. This was classified as Stock Payable at December 31, 2009 and valued at $115,310, based on the closing market price of our common stock as of October 7, 2009, the date the contract was signed. Subsequently, the Company issued 6,589,147 shares of restricted common stock on January 20, 2010 to satisfy this obligation.
In instances described above where we issued securities in reliance upon Regulation D, we relied upon Rule 504 of Regulation D of the Securities Act. Those stockholders who received the securities in such instances made representations that (a) the stockholder is acquiring the securities for his, her or its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (b) the stockholder agrees not to sell or otherwise transfer the purchased shares unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (c) the stockholder has knowledge and experience in financial and business matters such that he, she or it is capable of evaluating the merits and risks of an investment in us, (d) the stockholder had access to all of our documents, records, and books pertaining to the investment and was provided the opportunity to ask questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense, and (e) the stockholder has no need for the liquidity in its investment in us and could afford the complete loss of such investment. Management made the determination that the investors in instances where we relied on Regulation D are accredited investors (as defined in Regulation D) based upon management’s inquiry into their sophistication and net worth. In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D.
In instances described above where we indicate that we relied upon Section 4(2) of the Securities Act in issuing securities, our reliance was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there were only a limited number of offerees; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the sale of the stock took place directly between the offeree and us.
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Item 16.
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Exhibits and Financial Statement Schedules.
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(a)
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Exhibits. See the “Exhibit Index” following the signature pages hereto.
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(b)
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Financial Statement Schedules. Schedules not listed above have been omitted because the information to be set forth therein is not material, not applicable or is shown in the financial statements or notes thereto.
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(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:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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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 of the Registration Statement) 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
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.
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(2) That, for the purpose of determining any liability under the Securities Act of 1933, 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) For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. 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 the purchaser with a time of contract of sale prior to such first use, 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 date of first use.
(B) 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 provisions described under Item 14 above 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 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.
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized on the 20th day of June, 2012.
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NORTH BAY RESOURCES INC.
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Date: June 20, 2012
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By:
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/s/ Perry Leopold
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Perry Leopold
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Chief Executive Officer, Principal Executive Officer,
Principal Financial Officer, Principal Accounting Officer and Chairman of the Board
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Each director and/or officer of the registrant whose signature appears below hereby appoints Perry Leopold as his attorney-in-fact to sign in his name and behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission, any and all amendments, including post-effective amendments, to this Registration Statement (and to any registration statement filed pursuant to Rule 462 under the Securities Act of 1933).
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates stated:
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Signature
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Title
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Date
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/s/ Perry Leopold
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Chairman of the Board , Principal Executive
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June 20, 2012
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Perry Leopold
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Officer, Principal Financial Officer and
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Principal Accounting Officer
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/s/ Fred Michini
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Director
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June 20, 2012
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Fred Michini
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EXHIBIT INDEX
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EXHIBIT NUMBER
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DESCRIPTION
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3 (i)
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Articles of Incorporation(1)
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3(ii)
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Bylaws(1)
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3 (iii)
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Merger and Name Change Certification(1)
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4.1
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Certificate of Designation – Series I Preferred(2)
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4.2
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Certificate of Designation – Series A Preferred(2)
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4.3
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Certificate of Designation – Series G Preferred(2)
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5.1*
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10.0
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Tangiers Securities Purchase Agreement dated October 7, 2009(1)
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10.1
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Tangiers Securities Registration Rights Agreement dated October 6, 2009(1)
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10.2
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Fawn Property/Silver Quest Resources Ltd. Joint Venture Agreement(1)
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10.3
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Coronation Gold Property/Lincoln Resources, Inc. Joint Venture Agreement(1)
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10.4
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Silver Leaf/Hidalgo Mining International. Joint Venture Agreement(2)
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10.5
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Gold Hill Project/Hidalgo Mining International Joint Venture Agreement(2)
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10.6
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Monte Cristo Purchase Agreement(2)
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10.7
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Fraser River Joint Venture Letter of Intent(2)
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10.8
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Fraser River Assay Certificate(2)
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10.9
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Form of Notice of Assignment - June 2, 2009(2)
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10.10
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PAN Management Agreement(2)
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10.11
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ARGO - MINFILE No 092N 037(2)
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10.12
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BOULEAU - MINFILE No 082LSW046(2)
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10.13
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BOULEAU - MINFILE No 082LSW069(2)
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10.14
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CHERRY - MINFILE No 082LSE063(2)
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10.15
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CONNIE HILL - MINFILE No 092F 308(2)
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10.16
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CORONATION - MINFILE No 082FNW161(2)
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10.17
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CORONATION - MINFILE No 082FNW161 – Production(2)
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10.18
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CORONATION - MINFILE No 082FNW164(2)
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10.19
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CORONATION - MINFILE No 082FNW164 – Production(2)
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10.20
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CORONATION - MINFILE No 082FNW191(2)
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10.21
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CORONATION - MINFILE No 082FNW191 – Production(2)
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10.22
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CORONATION - MINFILE No 082FNW213(2)
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10.23
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CORONATION - MINFILE No 082FNW213 – Production(2)
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10.24
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FAWN - MINFILE No 093F 043(2)
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10.25
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FAWN - MINFILE No 093F 043 – Inventory(2)
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10.26
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FAWN - BUCK - MINFILE No 093F 050(2)
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10.27
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FAWN - BUCK - MINFILE No 093F 050 - Inventory(2)
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10.28
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FRASER RIVER - MINFILE No 092ISW078(2)
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10.29
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GOLD HILL - MINFILE No 082FSW204(2)
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10.30
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GOLD HILL - MINFILE No 082FSW204 - Production(2)
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10.31
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LARDEAU CREEK - MINFILE No 082KNW178(2)
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10.32
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LOUGHBOROUGH - MINFILE No 092K 048(2)
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10.33
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LOUGHBOROUGH - MINFILE No 092K 048 - Production(2)
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10.34
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LYNX - MINFILE No 082LSE055(2)
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10.35
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MONTE CRISTO - MINFILE No 092GNE013(2)
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10.36
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MONTE CRISTO - MINFILE No 092GNE019(2)
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10.37
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NEW ESKAY CREEK - MINFILE No 104B 008(2)
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10.38
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PINE RIVER - MINFILE No 093O 009(2)
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10.39
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RACHEL - MINFILE No 082FSW299(2)
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10.40
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RACHEL - MINFILE No 082FSW299 - Production(2)
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10.41
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SILVER CUP - MINFILE No 082KNW113(2)
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10.42
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SILVER CUP - MINFILE No 082KNW116(2)
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10.43
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SILVER CUP - MINFILE No 082KNW220(2)
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10.44
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TRUAX - MINFILE No 092JNE060(2)
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10.45
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TULAMEEN - MINFILE No 092HNE128(2)
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10.46
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Tangiers Convertible Promissory Note dated June 17, 2010(3)
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10.47
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Coronation Gold Property/Lincoln Resources, Inc. Joint Venture Agreement Amendment(3)
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10.48
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Tangiers Waiver Re: Convertible Promissory Note dated June 17, 2010(4)
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10.49
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ACG Consulting Agreement(4)
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10.50
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Silver Quest Joint Venture Agreement Amendment dated September 13, 2010(5)
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10.51
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Property Option Agreement and Addendum with Ruby Development Company dated September 1, 2010(6)
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10.52
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Form of Property Purchase Agreement with Ruby Development Company dated September 1, 2010(6)
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10.53
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Form of Property Purchase Addendum with Ruby Development Company dated September 1, 2010(6)
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10.54
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Convertible Promissory Note with Tangiers Investors, LP dated September 27, 2010(6)
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10.55
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Form of Warrants Issued to Ruby Development Company dated October 1, 2010(6)
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10.56
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Northern California Regional Center MOU dated October 14, 2010(7)
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10.57
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Convertible Promissory Note with Tangiers Investors, LP dated December 30, 2010(8)
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10.58
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Securities Purchase Agreement with Asher Enterprises, Inc. dated January 4, 2011(9)
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10.59
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Convertible Promissory Note issued to Asher Enterprises, Inc. (9)
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10.60
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Property Option Amendment No. 1 with Ruby Development Company dated January 26, 2011(11)
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10.61
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Satisfaction of Tangiers Convertible Promissory Note dated June 17, 2010(12)
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10.62
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Geological Consulting Services Agreement dated March 7, 2011(13)
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10.63
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Satisfaction of Tangiers Convertible Promissory Note dated September 27, 2010(14)
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10.64
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Property Option Amendment No. 2 with Ruby Development Company dated April 22, 2011(15)
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10.65
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Secured Promissory Note and Security Agreement with Ruby Development Company dated July 1, 2011(16)
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10.66
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Memorandum of Understanding with Devlin’s Bench Mining Ltd. And P. Wright Contracting Ltd dated October 14, 2011, as amended on January 19, 2012(19)
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10.67
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Promissory Note with Tangiers Investors, LP dated December 29, 2011(17)
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10.68
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Convertible Promissory Note with Tangiers Investors, LP dated December 29, 2011(17)
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10.69
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Form of Warrants Issued to Tangiers Investors, LP dated December 29, 2011(17)
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10.70
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Six Month Convertible Promissory Note with Tangiers Investors, LP dated February 2, 2012(18)
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10.71
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Twelve Month Convertible Promissory Note with Tangiers Investors, LP dated February 2, 2012(18)
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10.72
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Warrants Issued to Tangiers Investors, LP dated February 2, 2012(18)
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10.73
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Six Month Convertible Promissory Note with Tangiers Investors, LP dated March 15, 2012(20)
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10.74
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Twelve Month Convertible Promissory Note with Tangiers Investors, LP dated March 15, 2012(20)
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10.75
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Warrants Issued to Tangiers Investors, LP dated March 15, 2012(20)
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10.76
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Twelve Month Convertible Promissory Note with Tangiers Investors, LP dated June 19, 2012(21)
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10.77
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Warrants Issued to Tangiers Investors, LP dated June 19, 2012(21)
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14
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Code of Ethics(1)
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21.1
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Subsidiaries of the Registrant(19)
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23.1*
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23.2*
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Consent of Attorney (filed as Exhibit 5.1 above)
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23.3
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Consent of Geologist(6)
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101.INS**
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XBRL Instance Document
|
|
101.SCH**
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|
XBRL Taxonomy Extension Schema
|
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101.CAL**
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF**
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB**
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|
XBRL Taxonomy Extension Label Linkbase
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101.PRE**
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|
XBRL Taxonomy Extension Presentation Linkbase
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* Filed herewith.
** Furnished herewith. In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
(1)Previously filed with the Company’s initial filing of Form S-1, SEC file number 333-164860, filed on February 11, 2010, and incorporated by this reference as an exhibit to this Form S-1.
(2)Previously filed with the Company’s filing of Form S-1/A, SEC file number 333-164860, filed on June 16, 2010, and incorporated by this reference as an exhibit to this Form S-1.
(3)Previously filed with the Company’s filing of Form S-1/A, SEC file number 333-164860, filed on July 21, 2010, and incorporated by this reference as an exhibit to this Form S-1.
(4)Previously filed with the Company’s filing of Form S-1/A, SEC file number 333-164860, filed on August 20, 2010, and incorporated by this reference as an exhibit to this Form S-1.
(5)Previously filed with the Company’s filing of Form S-1/A, SEC file number 333-164860, filed on September 17, 2010, and incorporated by this reference as an exhibit to this Form S-1.
(6)Previously filed with the Company’s filing of Form S-1/A, SEC file number 333-164860, filed on October 4, 2010, and incorporated by this reference as an exhibit to this Form S-1.
(7)Previously filed with the Company’s filing of Form S-1/A, SEC file number 333-164860, filed on November 2, 2010, and incorporated by this reference as an exhibit to this Form S-1.
(8)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on January 4, 2011, and incorporated by this reference as an exhibit to this Form S-1.
(9)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on January 7, 2011, and incorporated by this reference as an exhibit to this Form S-1.
(10)Previously filed with the Company’s filing of Form S-1, SEC file number 333-171603, filed on January 7, 2011, and incorporated by this reference as an exhibit to this Form S-1.
(11)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on February 1, 2011, and incorporated by this reference as an exhibit to this Form S-1.
(12)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on March 4, 2011, and incorporated by this reference as an exhibit to this Form S-1.
(13)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on March 10, 2011, and incorporated by this reference as an exhibit to this Form S-1.
(14)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on April 1, 2011, and incorporated by this reference as an exhibit to this Form S-1.
(15)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on April 25, 2011, and incorporated by this reference as an exhibit to this Form S-1.
(16)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on July 1, 2011, and incorporated by this reference as an exhibit to this Form S-1.
(17)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on January 5, 2012, and incorporated by this reference as an exhibit to this Form S-1.
(18)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on February 8, 2012, and incorporated by this reference as an exhibit to this Form S-1.
(19)Previously filed with the Company’s filing of Form 10-K, SEC file number 000-54213, filed on March 12, 2012, and incorporated by this reference as an exhibit to this Form S-1.
(20)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on March 21, 2012, and incorporated by this reference as an exhibit to this Form S-1.
(21)Previously filed with the Company’s filing of Form 8-K, SEC file number 000-54213, filed on June 19, 2012, and incorporated by this reference as an exhibit to this Form S-1.