EFTA01378119.pdf

Preliminary Prospectus J.P. Morgan Allen & Company LLC BofA Merrill Lynch Deutsche Bank Securities BMO Capital Markets Barclays BNP PARIBAS Cowen and Oppenheimer & Co. PNC Capital SOCIETE Fifth Third Company Markets LLC GENERALE Securities 2015 You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained In this prospectus. We are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. No action is being taken in any jurisdiction outside the United States to permit a public offering of the common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to that jurisdiction. Until , 2015, all dealers that buy, sell or trade in our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. Tad.> of Cnntent Part II Information not required in prospectus Item 13. Other expenses of issuance and distribution. Estimated expenses, other than underwriting discounts and commissions, of the sale of our common stock, are as follows (In thousands). SEC registration fee $ 54.0 FINRA filing fee 130.5 Listing fees and expenses 150.0 Transfer agent and registrar fees and expenses 30.0 Printing fees and expenses 900.0 Legal fees and expenses 5.000.0 Accounting expenses 1,700.0 Miscellaneous expenses 61.4 Total $ 8,025.9 Item 14. Indemnification of directors and officers. Limitation of personal liability of directors and Indemnification Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the directors duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL (regarding, among other things, the payment of unlawful dividends or unlawful stock purchases or redemptions). or (4) for any transaction from which the director derived an improper personal benefit. Our certificate of incorporation will provide for such limitation of liability. Section 145(a) of the DGCL empowers a corporation to indemnify any director, officer, employee or agent. or former director, officer, employee or agent, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil. criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of such person's service as a director, officer. employee or agent of the corporation, or such person's service, at the corporation's request. as a director, officer. employee or agent of another corporation or enterprise, against expenses (including attorneys fees). judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided that such director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation; and, with respect to any criminal action or proceeding, provided that such director or officer had no reasonable cause to believe his conduct was unlawful. Section 145(b) of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, hap: vdc.m., see.govn.&n l ireskdBn daW157518910001(147469150031B.112226453^-13.1iim111 920139:21:17 AIM CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0075279 CONFIDENTIAL SONY GM_00221463 EFTA01378119