SEARCH
Philippine Government Forms All in One Location
Tweet
Share
CMPRS Form 2 Secretary's Certificate
SEC secretary certificate for capital market participants registry system
Your Browser Doesn't Support Canvas. Showing the Text Content of the PDF Instead: SECURITIES AND EXCHANGE COMMISSION
SEC FORM 12-1, AS AMENDED
REGISTRATION STATEMENT UNDER THE SECURITIES REGULATION CODE
GENERAL INSTRUCTIONS
1.
The Form 12-1 shall be used for registration of securities that are to be sold or offered for sale
pursuant to Sections 8 and 12 of the Code.
2.
Attention is directed to the following Rules under the Code which pertain to the registration of
securities under Sections 8 and 12 thereof, filings of periodic and current reports under Section 17,
proxy solicitations under Section 20, officer and principal stockholder filings under Sections 18 and
23 and financial statements required by Section 68 thereof.
(a)
(b)
(d)
(l)
(f)
(m)
(n)
(k)
(o)
(p)
(q)
SRC Rule 8.1
SRC Rule 8.3
SRC Rule 12.1
SRC Rule 12.2
SRC Rule 13
SRC Rule 14
SRC Rule 17.1
SRC Rule 18.1
SRC Rule 20
SRC Rule 68, AS AMENDED
SRC Rule 72.1
3.
Attention is particularly directed to SRC Rule 12.1 for the requirements applicable to the content of
the non-financial statement portions of registration statements under the Code, and SRC Rule 68, as
amended for the content of financial statement portions of registration statements. Where SEC
Form 12-1 directs the registrant to furnish information required by SRC Rule 12.1 and “Annex C, as
amended” thereof and the item of that Rule so provides, information need only be furnished to the
extent appropriate. Prior to preparation of their filings, registrants should also review the provisions
of SRC Rule 72.1, "General Rules and Regulations For Filing of SEC Forms With the Securities and
Exchange Commission." Definitions contained in “Annex B” and SRC Rule 68, as amended, to the
extent they are not defined herein, shall govern the meanings of similar terms used herein.
4.
The registration statement shall be signed by the registrant’s principal executive officer, its principal
operating officer, its principal financial officer, its controller, its principal accounting officer, its
corporate secretary or persons performing similar functions. If the registrant is a foreign person the
registration statement shall also be signed by its resident agent in the Philippines.
5.
The name of each person who signs the registration statement shall be typed or printed beneath his
signature. Any person who occupies more than one of the specified positions shall indicate the
capacity in which he signs the registration statement. At least one copy of the documents filed shall
be manually signed and the unsigned copies shall be conformed.
6.
Every amendment to a registration statement shall be signed by the persons specified in Section
12.4 of the Code or by any executive officer uly authorized by the Board of Directors. The final
registration statement and the final prospectus shall, however, be signed by all required signatories
under Section 12.4 of the Code.
1
SECForm 12-1-AS AMENDED (Instructions)
February 2001
7.
Three (3) copies of the complete Form 12-1 shall be filed, including exhibits and all other papers and
documents filed as part thereof.
8.
In case of voluntary withdrawal of a registration statement, fifty percent (50%) of the filing fee shall
be forfeited and not be allowed for future application. No pre-evaluation shall be conducted on the
registration statement prior to filing and the Commission may reject any application for registration
for technicalities.
9.
In the event that the registration statement is rejected pursuant to Section 13 of the Code, the filing
fee paid thereon shall be forfeited.
SECURITIES AND EXCHANGE COMMISSION
SECForm 12-1-AS AMENDED (Instructions)
February 2001
2
SEC FORM 12-1, AS AMENDED
REGISTRATION STATEMENT UNDER THE SECURITIES REGULATION CODE
1. SEC Identification Number ................................
2. ..........................................................................................
Exact name of registrant as specified in its charter
3. .................................................................
Province, country or other jurisdiction
incorporation or organization
of
4. ...............................................
BIR Tax Identification Number
5. ..........................................................................................
General character of business of registrant.
6. Industry Classification Code:
(SEC Use Only)
7. ..........................................................................................
Address, including postal code, telephone number, FAX number including area code, of registrant's
principal offices
8. ..........................................................................................
If registrant is not resident in the Philippines, or its principal business is outside the Philippines, state
name and address including postal code, telephone number and FAX number, including area code, and
email address of resident agent in the Philippines.
9. Fiscal Year Ending Date (Month and Day) : .................................
Computation of Registration Fee
Title of each class
of securities to be
registered
Amount to be
registered
Proposed
Maximum offering
price per unit
Proposed
maximum
aggregate offering
price
Amount of
registration fee
Registration Statements filed pursuant to Section 12 of the Code shall be accompanied by a fee as
follows:
Maximum aggregate price of securities to be
offered
Not more than P500 Million
More than P500 Million but not more than P750
Million
More than P750 Million but not more than P1
Billion
More than P1 Billion
Amount of filing fee
0.10% of the maximum aggregate price of the
securities to be offered
P500,000 plus 0.075% of the excess over P500
Million
P687,500 plus 0.05% of the excess over P750
Million
P812,500 plus 0.025% of the excess over P1
Billion
In the case of warrants which have no issue value, the filing fee shall be P50,000.
SECForm 12-1-AS AMENDED (Instructions)
February 2001
3
A legal research fee of 1% of the filing fee paid for filings made pursuant to SRC Rule 8.1
shall also be paid at the time of the filing.
PART I - INFORMATION REQUIRED IN PROSPECTUS
Item 1.
Front of the Registration Statement and Outside Front Cover Page of Prospectus.
Set forth in the front of the registration statement and on the outside front cover page of the prospectus the
information required by Part VI, paragraph (A) of “Annex C, as amended”.
Item 2.
Inside Front Cover and First Two or More Pages of Prospectus.
Set forth on the inside front cover page of the prospectus and the first two or more pages, the information
required by Part VI, paragraph (B) of “Annex C, as amended”.
Item 3.
Risk Factors and Other Information
Furnish the information required by Part VI, paragraph (C) and (D) of “Annex C, as amended”.
Item 4.
Use of Proceeds.
Furnish the information required by Part VI, paragraph (E) of “Annex C, as amended”.
Item 5.
Determination of Offering Price.
Furnish the information required by Part VI, paragraph (F) of “Annex C, as amended”.
Item 6.
Dilution.
Furnish the information required by Part VI, paragraph (G) of “Annex C, as amended”.
Item 7.
Selling Security Holders.
Furnish the information required by Part VI, paragraph (H) of “Annex C, as amended”.
Item 8.
Plan of Distribution.
Furnish the information required by Part VI, paragraphs (I), (J) and (K) of “Annex C, as amended”.
Item 9.
Description of Securities to Be Registered.
Furnish the information required by Part II, paragraph (B) of “Annex C, as amended”.
Item 10.
Interests of Named Experts and Independent Counsel.
Furnish the information required by Part VI, paragraph (L) of “Annex C, as amended”.
Item 11.
Information with Respect to the Registrant.
Furnish the following information with respect to the registrant:
SECForm 12-1-AS AMENDED (Instructions)
February 2001
4
(a)
Information required by Part I, paragraph (A) of “Annex C, as amended”, Description of
Business;
(b)
Information required by Part I, paragraph (B) of “Annex C, as amended”, Description of
Property;
(c)
Information required by Part I, paragraph (C) of “Annex C, as amended”, Legal
Proceedings;
(d)
Where common equity securities are being offered, information required by Part II,
paragraph (A)(1) through (4) of “Annex C, as amended”, Market Price of and Dividends on
the Registrant's Common Equity and Related Stockholder Matters;
(e)
Information required by Part III, paragraph (A) of “Annex C, as amended”, Management's
Discussion and Analysis or Plan of Operation;
(f)
Information required by Part III, paragraph (B) of “Annex C, as amended”, Changes in and
Disagreements With Accountants On Accounting and Financial Disclosure;
(g)
Information required by Part IV, paragraph (A) of “Annex C, as amended”,
Directors, Executive Officers, Promoters and Control Persons;
(h)
Information required by Part IV, paragraph (B) of “Annex C, as amended”, Executive
Compensation;
(i)
Information required by Part IV, paragraph (C) of “Annex C, as amended”, Security
Ownership of Certain Record and Beneficial Owners and Management;
(j)
Information required by Part IV, Section (D) of “Annex C, as amended”, Certain
Relationships and Related Transactions.
Item 12.
Financial Information
Furnish financial information as required by SRC Rule 68.
PART II - INFORMATION INCLUDED IN REGISTRATION STATEMENT
BUT NOT REQUIRED IN PROSPECTUS
Item 13.
Other Expenses of Issuance and Distribution.
Furnish the information required by Part VI, paragraph (M) of “Annex C, as amended”.
Item 14.
Exhibits.
Furnish or incorporate by reference the exhibits required by Part VII of “Annex C, as amended”.
Item 15.
Furnish any other document the omission of which will render the foregoing material facts or any other part
of the Registration Statement misleading.
5
SECForm 12-1-AS AMENDED (Instructions)
February 2001
SIGNATURES
Pursuant to the requirements of the Code, this registration statement is signed on behalf of the
registrant
by
the
undersigned,
thereunto
duly
authorized,
in
the
City
of
________________________on__________, 20__.
By:
______________________
Principal Executive Officer
_______________________
Comptroller
______________________
Principal Operating Officer
________________________
Corporate Secretary
______________________
Principal Financial Officer
_________________________
Principal Accounting Officer
SUBSCRIBED AND SWORN to before me this _____ day of _________ 200__ affiant(s)
exhibiting to me his/their Residence Certificates, as follows:
NAMES
/RES. CERT.NO.
DATE OF ISSUE
PLACE OF ISSUE
____________________
_____________ _______________
________________
____________________
_____________ _______________
________________
____________________
_____________ _______________
________________
______________________
Notary Public
SECForm 12-1-AS AMENDED (Instructions)
February 2001
6
