1994

LAWS OF MARYLAND

[Ch. 311

(6)    WITH RESPECT TO ANY PERSON ON WHOSE
BEHALF ANY PART OF THE OFFERING IS TO BE MADE IN A
NONISSUER DISTRIBUTION:

(I)   HIS NAME AND ADDRESS;

(II)     THE AMOUNT OF SECURITIES OF THE ISSUER
HELD BY HIM AS OF THE DATE OF THE FILING OF THE
REGISTRATION STATEMENT;

(III)    A DESCRIPTION OF ANY MATERIAL INTEREST
IN ANY MATERIAL TRANSACTION WITH THE ISSUER OR ANY
SIGNIFICANT SUBSIDIARY EFFECTED WITHIN THE PAST THREE
YEARS OR PROPOSED TO BE EFFECTED; AND

(IV)     A STATEMENT OF HIS REASONS FOR MAKING
THE OFFERING;

(7)   THE CAPITALIZATION AND LONG-TERM DEBT, ON
BOTH A CURRENT AND A PRO FORMA BASIS, OF THE ISSUER AND
ANY SIGNIFICANT SUBSIDIARY, INCLUDING A DESCRIPTION OF
EACH SECURITY OUTSTANDING, BEING REGISTERED, OR
OTHERWISE OFFERED, AND A STATEMENT OF THE AMOUNT AND KIND
OF CONSIDERATION, WHETHER IN THE FORM OF CASH, PHYSICAL
ASSETS, SERVICES, PATENTS, GOODWILL, OR ANYTHING ELSE,
FOR WHICH THE ISSUER OR ANY SUBSIDIARY HAS ISSUED ANY OF
ITS SECURITIES WITHIN THE PAST TWO YEARS OR IS OBLIGATED
TO ISSUE ANY OF ITS SECURITIES;

(8)   (I) THE KIND AND AMOUNT OF SECURITIES TO
BE OFFERED;

(II)    THE PROPOSED OFFERING PRICE OR THE
METHOD BY WHICH IT IS TO BE COMPUTED;

(III)   ANY VARIATION FROM THE PRICE OR METHOD
AT WHICH ANY PROPORTION OF THE OFFERING IS TO BE MADE TO
ANY PERSON OR CLASS OF PERSONS OTHER THAN THE
UNDERWRITERS, WITH A SPECIFICATION OF THE PERSON OR
CLASS;

(IV)   THE BASIS ON WHICH THE OFFERING IS TO
BE MADE IF OTHER THAN FOR CASH;

(V)    THE ESTIMATED AGGREGATE UNDERWRITING AND
SELLING DISCOUNTS OR COMMISSIONS AND FINDERS' FEES,
INCLUDING, SEPARATELY, CASH, SECURITIES, CONTRACTS, OR
ANYTHING ELSE OF VALUE TO ACCRUE TO THE UNDERWRITERS OR
FINDERS IN CONNECTION WITH THE OFFERING, OR, IF THE
SELLING DISCOUNTS OR COMMISSIONS ARE VARIABLE, THE BASIS
OF DETERMINING THEM AND THEIR MAXIMUM AND MINIMUM
AMOUNTS, THE ESTIMATED AMOUNTS OF OTHER SELLING EXPENSES,
INCLUDING LEGAL, ENGINEERING, AND ACCOUNTING CHARGES;