Washington (State or other jurisdiction of incorporation or organization) |
47-0956945 (I.R.S. Employer Identification Number) |
H.S. Sangra Sangra Moller LLP 1000 Cathedral Place, 925 West Georgia Street Vancouver, BC V6C 3L2 (604) 662-8808 |
David R. Wilson Heller Ehrman LLP 701 Fifth Avenue, Suite 6100 Seattle, WA 98104-7098 (206) 447-0900 |
SEC Registration and Filing Fee |
$ | 3,578 | ||
Legal Fees and Expenses |
70,000 | |||
Accounting Fees and Expenses |
55,000 | |||
Miscellaneous Expenses |
10,000 | |||
Total |
$ | 138,578 | ||
Number | Description | |||
3.1 | Articles of Incorporation of Mercer-WAs, as amended and corrected
(incorporated herein by reference to Exhibit 3.1 of Mercer-WAs
Registration Statement on Form 8-A filed March 2, 2006). |
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3.2 | By-laws of Mercer-WA (incorporated herein by reference to Exhibit 3.2 of
Mercer-WAs Registration Statement on Form 8-A filed March 2, 2006). |
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4.1 | Specimen of Common Share Certificate of Mercer-WA (incorporated herein by
reference to Exhibit 4.1 of Mercer-WAs Registration Statement on Form 8-A
filed March 2, 2006). |
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5.1 | Opinion of Heller Ehrman LLP. |
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23.1 | Consent of Deloitte & Touche LLP. |
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23.2 | Consent of Peterson Sullivan PLLC. |
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23.3 | Consent of Heller Ehrman LLP (included in the opinion filed as Exhibit 5.1). |
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24.1 | Power of Attorney (previously filed). |
1. | Mercer-WA hereby undertakes: |
(a) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | to include any prospectus required by section 10(a)(3) of the Securities Act; | ||
(ii) | to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this 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) may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; and | |||
(iii) | to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. |
(b) | That, for the purpose of determining any liability under the Securities Act, 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. | ||
(c) | 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. |
2. | Mercer-WA hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrants annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement 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. | Mercer-WA hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. | |
4. | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and persons controlling the registrant pursuant to the provisions referred to in Item 15 above, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities 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 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 Securities Act and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes that for the purposes of determining any liability under the Securities Act: |
(a) | The information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. | ||
(b) | Each post-effective amendment hat contains a form of prospectus 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. | ||
(c) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is apart 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 a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was apart of the registration statement or made in any such document immediately prior to such effective date. |
6. | Mercer-WA hereby undertakes that, for the purpose of determining liability under the Securities Act to any purchaser in the initial distribution of the securities, Mercer-WA undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(a) | Any preliminary prospectus or prospectus of an undersigned registrant relating to the offering required to be filed pursuant to Rule 424. | ||
(b) | Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned registrant or used or referred to by an undersigned registrant. | ||
(c) | The portion of any other free writing prospectus relating to the offering containing material information about an undersigned registrant or its securities provided by or on behalf of an undersigned registrant. | ||
(d) | Any other communication that is an offer in the offering made by an undersigned registrant to the purchaser. |
MERCER INTERNATIONAL INC. |
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By: | * | |||
Jimmy S. H. Lee | ||||
Chairman, Chief Executive Officer, and Director (Principal Executive Officer) | ||||
SIGNATURE | TITLE | DATE | ||
*
|
Chairman, Chief Executive Officer and Director | March 14, 2006 | ||
/s/ David M. Gandossi
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Secretary, Executive Vice President and Chief Financial Officer | March 14, 2006 | ||
*
|
Director | March 14, 2006 | ||
*
|
Director | March 14, 2006 | ||
*
|
Director | March 14, 2006 | ||
*
|
Director | March 14, 2006 | ||
*
|
Director | March 14, 2006 |
Number | Description | |||
3.1 | Articles of Incorporation of Mercer-WAs, as amended and corrected
(incorporated herein by reference to Exhibit 3.1 of Mercer-WAs
Registration Statement on Form 8-A filed March 2, 2006). |
|||
3.2 | By-laws of Mercer-WA (incorporated herein by reference to Exhibit 3.2 of
Mercer-WAs Registration Statement on Form 8-A filed March 2, 2006). |
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4.1 | Specimen of Common Share Certificate of Mercer-WA (incorporated herein by
reference to Exhibit 4.1 of Mercer-WAs Registration Statement on Form 8-A
filed March 2, 2006). |
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5.1 | Opinion of Heller Ehrman LLP. |
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23.1 | Consent of Deloitte & Touche LLP. |
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23.2 | Consent of Peterson Sullivan PLLC. |
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23.3 | Consent of Heller Ehrman LLP (included in the opinion filed as Exhibit 5.1). |
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24.1 | Power of Attorney (previously filed). |