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We may be required to spend significant capital and other resources to protect against security breaches or to alleviate problems caused by these breaches. Someone circumventing our security measures could misappropriate proprietary information, corrupt our database or otherwise interrupt our operations.

We could also be subject to liability as a result of any security breach or misappropriation of our members' personal data. This could include claims for unauthorized purchases with credit card information, impersonation or other similar fraud claims, as well as claims based upon other misuses of personal information, such as unauthorized marketing. These claims could result in costly litigation and could limit our ability to attract and retain advertisers and members.

Our security measures may fail to prevent security breaches. Any failure to prevent security breaches will damage our reputation and harm our business. We may face liability if the promotional information in the offers available to our members is inaccurate. Our employees may make errors in posting our advertisers' promotions.

In addition, our advertisers may make errors entering promotional offers directly into CoolSavings using our SavingsCenter software, and we do not proofread or otherwise verify all of these offers. Any liabilities which we may incur because of inaccurate information in the offers we deliver could harm our business, results of operations and financial condition.

Additionally, any negative publicity generated as a result of inaccurate information in the offers we deliver could damage our reputation and diminish the value of our brand name. We may be harmed if our advertisers fail to honor their promotions on our web site or to comply with applicable laws. Our success depends largely upon retailers honoring our printed coupons and upon advertisers reliably delivering and accurately representing the listed goods and services.

We have occasionally received, and expect to continue to receive, complaints from our members about retailers' failure to honor our coupons or about the quality of the goods and services featured in our promotions. These complaints may be accompanied by requests for reimbursement or threats of legal action against us. Any resulting reimbursements or related litigation could be costly for us, divert management attention, increase our costs.

In addition, our advertisers' promotion of their goods and services may not comply with federal, state and local laws. Our role in facilitating advertisers' sales activities may expose us to liability under these laws. If we are exposed to this kind of liability, we could be required to pay substantial fines or penalties, redesign our web site or business processes, discontinue some of our services or otherwise spend resources to avoid liability. We intend to expand our business internationally, which will require significant management attention and financial resources.

Our international expansion efforts will focus initially on Canada, Australia and the United Kingdom, and we expect to expand into other countries in the long term. We have no experience in operating internationally, and we may be unable to compete effectively in international markets. We believe that our expansion efforts into Canada, Australia, the United Kingdom or any other country will be subject to a number of risks and uncertainties, including:.

Any of these factors could impair our ability to expand into international markets, or could significantly increase our expenses in future periods. In addition, we may pursue our international expansion strategy by entering into joint ventures or licensing our intellectual property to third parties. We may be unable to control these parties' activities, which could hinder our expansion efforts and could damage our brand. We have been named as a co-defendant in a lawsuit filed in against our Chief Executive Officer by his ex-wife.

This lawsuit is based upon the plaintiff's sale of shares of our common stock to our Chief Executive Officer in March and makes various allegations including fraud.

While we believe that this lawsuit lacks merit, a negative outcome in this litigation could subject us to substantial damages and negative publicity. Our defense of this litigation, even if successful, could be costly and time-consuming. We depend on widespread acceptance of online direct marketing and promotions and the continued growth of online commerce. Our success depends on the continued growth and acceptance by both consumers and advertisers of online direct marketing and other promotional services available through the Internet. Although incentive promotions and direct marketing have been provided for many years through newspaper inserts, direct.

Many of our current or potential advertising customers, particularly traditional offline businesses, have little or no experience using the Internet for advertising purposes, and may be reluctant to spend money on our services. As a result, we face a longer sales cycle when dealing with traditional offline businesses. At times, these sales cycles can last more than a year. In addition, some traditional retailers may not readily accept our computer-generated certificates as valid, in part because of their cashiers' lack of familiarity with them and the perceived risk that these coupons can be counterfeited.

The other services we offer, including the use of targeted e-mails to alert consumers to savings opportunities, also represent new marketing methods whose acceptance by consumers and advertisers is less certain than traditional marketing methods. Although we do not send unsolicited e-mail, known as "spam," negative public perception associated with "spam" could reduce the demand for our services.

In addition, we are dependent upon the continued growth of the Internet as a medium for commerce. Demand for services and products sold over the Internet is uncertain for a number of reasons, including concerns related to the security of transactions, network reliability and poor performance. Changes in or insufficient availability of telecommunications services to support the Internet also could result in slower response times and reduce usage of the Internet.

If use of the Internet does not continue to grow, grows more slowly than expected or does not become a viable commercial marketplace, our business, results of operations and financial condition will suffer. We derive substantially all of our revenues from fees charged to advertisers for our promotional services. Therefore, we will be affected by changing trends in retail advertising, such as the trend away from periodic promotions and toward "everyday low prices. These businesses are affected by the general economy as well as consumer confidence, which has at times diminished despite otherwise strong financial conditions.

Consumer spending also can be affected by trends related to lifestyle, such as changing tastes in fashion or entertainment. Any decline in demand for our services as a result of changes in consumer or advertiser trends could harm our business, results of operations and financial condition. We may not be able to keep up with rapid technological developments and evolving industry standards. The Internet is characterized by rapidly changing technology, evolving industry standards, frequent new service and product announcements, introductions and enhancements and changing consumer and advertiser demands.

Our future success will depend on our ability to adapt our services to rapidly changing technologies and evolving industry standards and to continually improve the performance, features and reliability of our services. For example, we may be required to adapt our services to be compatible with Internet- connected devices other than traditional personal computers, such as handheld and wireless devices.

We may also need to adapt to evolving standards resulting from the convergence of the Internet, television and other media. The widespread adoption of new Internet, networking or telecommunications technologies or other technological changes could require us to incur substantial expenditures to modify or adapt our services or infrastructure.

Federal, state and local governments may further regulate the Internet and Internet advertising, which could substantially harm our business. The adoption or modification of laws or regulations relating to the Internet and Internet-based advertising could harm our business.

In particular, our business could be severely damaged by any regulatory restrictions on our collection or use of information about our members. Laws and regulations that apply to Internet advertising and communications and Internet users' privacy are becoming more prevalent.

For example, the United States Congress and Federal Trade Commission recently adopted laws and regulations regarding the online collection and use of information from children and the content of Internet communications, and various states regulate e-mail marketing. However, even in areas where there has been some legislative action, the laws governing the Internet remain largely unsettled. There is no single government body overseeing our industry, and some existing state laws have different and sometimes inconsistent application to our business.

It may take years to determine whether and how existing laws, such as those governing intellectual property, privacy, libel, taxation and the need to qualify to do business in a particular state, apply to the Internet and Internet advertising. Also, we conduct trivia quizzes and other contests and sweepstakes on our web site, which may be subject to gaming and sweepstakes laws.

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Our attempts to comply with these laws may be inadequate, in part because the effect of these laws on our activities is often unclear. We expect that regulation of the Internet and Internet advertising will intensify. New laws could slow the growth in Internet use and decrease the acceptance of the Internet as a commercial medium, which would harm our business. For example, a number of proposals to restrict the collection of information about Internet users and to tax Internet-based transactions are under consideration by federal, state, local and foreign governmental organizations.

A three-year federal moratorium on new state Internet sales tax legislation is currently in effect, but it is scheduled to expire in and does not preempt existing state tax laws. An increase in the taxation of online transactions or other new regulations could increase our costs of doing business or otherwise harm us by making the Internet less attractive for consumers and businesses.

In addition, existing laws such as those governing intellectual property and privacy may be interpreted to apply to the Internet and Internet advertising. Our strategy to expand into international markets will likely subject us to additional regulation. Foreign countries, for example those in the European Union, often regulate areas such as Internet user privacy more strictly than the United States. Any application of existing laws and regulations to the Internet, new legislation or regulation that imposes stricter restrictions on privacy, consumer protection or advertising practices, any government investigation of our privacy practices or other business methods, or the application of laws from jurisdictions whose laws do not currently apply to us could:.

Concerns about the security of transactions conducted on the Internet and consumer privacy may inhibit the growth of the Internet generally, and online commerce in particular. Any compromise of security involving Internet-based transactions could result in negative publicity and deter people from using the Internet or from using it to conduct transactions that involve transmitting confidential information, such as.

This could harm our business because most of our advertisers use our services to encourage people to purchase goods or services on the Internet. Problems associated with software and computer systems' use of two digits to define the year, referred to as "Year " issues, could harm our business. Although to date we are not aware of any significant Year issues relating to our principal internally developed programs and systems, or systems provided to us by others, these systems could experience Year problems at any time during and beyond.

These problems could disrupt our business and require us to incur significant, unanticipated expenses to remedy them. They could also result in claims and litigation against us, which could subject us to significant costs and could require substantial attention from our management. Similarly, our business could be severely harmed if our Internet service providers and other third parties on which our services depend encounter Year issues, or if Year problems cause malfunctions at our facilities or at Exodus Communications' facilities. In addition, Year problems may arise, limiting our members' ability to access the Internet, "click-through" to our advertisers' web sites or otherwise respond to offers we deliver, which would harm our operating results.

We currently anticipate that the net proceeds of this offering, together with our available funds, will be sufficient to satisfy our anticipated needs for working capital, capital expenditures and business expansion for at least the next 12 months. After that time, we may need additional capital. However, if our growth rate exceeds our expectations, we may need to raise additional funds sooner in order to fund expansion, to develop new or enhanced products or services, to make strategic acquisitions or to respond to competitive pressures. We currently do not have any other commitments for additional financing.

Additional financing may not be available to us on favorable terms or at all. If adequate funds are not available on acceptable terms, we may not be able to continue or expand our business operations. This in turn could harm our business, results of operations and financial condition. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our existing stockholders will be diluted.

Furthermore, any new securities could have rights, preferences and privileges senior to those of our common stock. Our principal stockholders, executive officers and directors will beneficially own approximately Our executive officers, directors and entities affiliated with them will, in the aggregate, beneficially own approximately As a result, these stockholders, if acting together, will have the ability to control all matters requiring approval by our stockholders, including the election and removal of directors and the approval of any merger, consolidation or sale of all or substantially all of our assets.

This could discourage others from initiating potential merger, takeover or other change of control transactions, which could cause our stock price to decline. In addition, provisions of our articles of incorporation, our bylaws and Michigan law could make it difficult for a third party to acquire us or change our management, even if doing so would be beneficial to our stockholders.

These provisions include:. Our stock price is likely to be highly volatile, and you may not be able to sell your shares at a profit. The market price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to factors such as the following, many of which are beyond our control:.

Domestic and international stock markets often experience extreme price and volume fluctuations. The market prices of the securities of Internet-related and technology companies, particularly following an initial public offering, are often highly volatile and subject to wide fluctuations that bear little relation to actual operating performance of these companies.

As a result, investors may be unable to sell shares of our common stock at or above the price they paid for the stock. In the past, some companies that have experienced volatility in the market price of their stock have been the object of securities class action litigation. Securities class action litigation involving CoolSavings would result in substantial costs and a diversion of management's attention and resources, and would harm our stock price.

After this offering, we will have approximately 38,, shares of common stock outstanding, or 39,, shares if the underwriters' over-allotment option is exercised in full. The 4,, shares sold in this offering, or 4,, shares if the underwriters' over-allotment option is exercised in full, will be freely tradable without restriction or further registration under the federal securities laws unless purchased by our.

The remaining 34,, shares of common stock outstanding after this offering will be available for sale in the public market as follows:. The above table assumes the effectiveness of lock-up arrangements with the underwriters under which substantially all of our stockholders have agreed not to sell or otherwise dispose of their shares of common stock. Most of the shares that will be available for sale after the expiration of the lock-up period will be subject to volume limitations because they are held by our affiliates. In addition, Chase Securities Inc.

If our stockholders sell substantial amounts of common stock in the public market, the market price of our common stock could fall. These sales also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate. Please see "Shares Eligible for Future Sale. Our management has broad discretion over the use of the offering proceeds and might not use them in a manner which yields a favorable return.

Our management will retain broad discretion over how to use the proceeds of this offering. Our investments of these proceeds may not yield a favorable return, and purchasers of common stock in this offering may disagree with the manner in which our management elects to use these proceeds. This prospectus contains forward-looking statements that involve risks and uncertainties. These statements relate to our future plans, objectives, expectations and intentions, and the assumptions underlying or relating to any of these statements.

In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "anticipates," "expects," "plans," "estimates," "intends," "believes," "predicts" and similar expressions. Our actual results could differ materially from those discussed in these statements. Factors that could contribute to these differences include, but are not limited to, those discussed above under "Risk Factors" and elsewhere in this prospectus.

We do not undertake to update any of the forward- looking statements after the date of this prospectus to conform these statements to actual results, unless required by applicable securities laws. The principal purposes of this offering are to increase our working capital, create a public market for our common stock, facilitate our future access to the public capital markets and increase our visibility in our marketplace. We intend to use the net proceeds of this offering for general corporate purposes, including operational expenses, such as personnel and sales and marketing, and capital expenditures.


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We cannot at this time assign any particular amount to a specific use. The amounts and timing of our actual expenditures will depend on numerous factors, including the status of our marketing and branding activities, the need to hire new employees and the amount of cash generated or used by our operations. We may also use a portion of the net proceeds, currently intended for general corporate purposes, to acquire or invest in complementary businesses, technologies, products or services.

We have no present plans or commitments and we are not currently engaged in negotiations for any such transactions. Our management will retain broad discretion in the allocation of the net proceeds of this offering. Pending these uses, we intend to invest the net proceeds in short-term, investment grade, interest-bearing securities. We have never declared nor paid any cash dividends on our common stock. We currently anticipate that we will retain any future earnings for the development and operation of our business.

In addition, our credit facility currently prohibits the payment of cash dividends on our capital stock. Accordingly, we do not anticipate paying cash dividends on our capital stock in the foreseeable future. You should read the following table with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements and related notes included elsewhere in this prospectus. Pro forma net tangible book value per share is equal to our net tangible assets less total liabilities, divided by the pro forma number of shares of common stock outstanding as of December 31, The following table illustrates this per share dilution:.

If the underwriters exercise their over-allotment option in full, the number of shares of common stock held by new investors will be increased to 4,, or The statement of operations data set forth below for the years ended December 31, , and and the balance sheet data as of December 31, and have been derived from our financial statements, which have been audited by PricewaterhouseCoopers LLP, independent accountants, whose report thereon is included elsewhere in this prospectus.

The statement of operations data for the period ended December 31, and the balance sheet data as of December 31, and are derived from audited financial statements that do not appear in this prospectus. The statement of operations data for the period from inception through December 31, are derived from unaudited financial statements that do not appear in this prospectus. You should read the selected financial data set forth below with the financial statements and related notes and with "Management's Discussion and Analysis of Financial Condition and Results of Operations," which are included elsewhere in this prospectus.

You should read the following discussion of our financial condition and results of operations with the financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements based on our current expectations, assumptions, estimates and projections. These forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous factors, many of which are described in the "Risk Factors" section and elsewhere in this prospectus.

We are under no duty to update any of the forward-looking statements after the date of this prospectus to conform these statements to actual results, unless required by applicable securities laws. We provide a comprehensive set of e-marketing solutions used by online and offline advertisers to build one-to-one customer relationships. Under our established brand, advertisers can deliver, target and track a wide array of incentives, including printed and electronic coupons, personalized e-mails, rebates, samples, sales notices, gift certificates, contests and banner advertisements to promote sales of products or services in stores or online.

From inception through February , our primary activities consisted of initiating sales and marketing efforts, developing our business model, building our software and hardware infrastructure, developing and protecting our intellectual property, raising capital and recruiting employees. We launched our web site in February and thereafter began generating revenues.

We generate substantially all of our revenues by providing online marketing, or e-marketing, services to our advertisers. We charge our advertisers on a variety of bases, the most common of which include:. Our pricing depends upon a variety of factors, including, without limitation, the degree of targeting, the duration of the advertising contract and the number of offers delivered. The degree of targeting refers to the number of identified household or member attributes, such as gender, age or product or service preferences, used to select the audience for an offer.

Our advertising rates often are negotiated on a case-by-case basis. Generally, the rates we charge our advertisers increase as the degree of targeting and customization increases. Revenues subject to time-based contracts are recognized ratably over the duration of the contract. For contracts based on certain performance or delivery criteria, revenues are recognized in the month performance is delivered to the customer. Most of our advertising contracts have stated terms of less than one year and include earlier termination provisions. In , our largest advertiser accounted for approximately 6.

Our revenues for each period depend on a number of factors, including the number of advertisers sending promotional offers to our members, the size of our membership base and the responsiveness of our members to each promotion. We believe that our revenues will be subject to seasonal fluctuations in accordance with general patterns of retail advertising spending, which is typically highest during the fourth quarter. In addition, expenditures by advertisers tend to be cyclical, reflecting overall general economic conditions and consumer buying patterns.

Our cost of revenues consists primarily of Internet connection charges, web site equipment depreciation, salaries of operations personnel and other related operations costs. Although our cost of revenues as a percentage of revenues declined significantly for the year ended December 31, , we have recently expanded, and expect to continue to expand significantly, our web server capacity and our investment in data mining tools and personnel. This will require us to commit relatively large fixed expenses in advance of potential future revenues.

As a result, we expect to incur substantially higher cost of revenues during future periods. We have added, and anticipate that we will continue to add, new advertisers, necessitating this investment in infrastructure. Due to these anticipated increases in our web server capacity and other infrastructure expenditures, our fixed costs to operate our business will rise and our gross profit will suffer in the near term until increased revenues are realized. The demand for our services is subject to seasonal variations. We will likely experience declines in our gross margin from quarter to quarter.

We have incurred significant losses since our inception. In particular, we expect to invest heavily in sales and marketing activities, hiring new personnel, enhancing services and technology, expanding and relocating facilities and defending intellectual property rights. These sales and marketing activities will include both online advertising on third-party web sites, such as banner advertisements, to directly acquire member registrations and offline advertising, such as television and radio advertisements and billboards.

In addition, we presently have six lawsuits pending against companies we believe have infringed our patent, and are defending against counterclaims in these lawsuits and against four lawsuits filed against us. This litigation has been, and will continue to be, costly and is likely to continue over the course of several years. Because litigation is unpredictable, future expenses may exceed that amount and any amounts we budget for litigation costs in the future. These operating expenses primarily consisted of investments in technology and personnel.

We earned no revenues during this period. As a result, we believe comparisons between the period ended December 31, and the year ended December 31, are not meaningful. The following is a table of our results of operations in , and expressed as a percentage of net revenues represented by each line item. Figures below are rounded to the nearest whole percentage, and thus line items representing subtotal and total percentages may differ, due to rounding, from the sum of the percentages for each line item.

The increase in net revenues was primarily due to an increase in the number of advertisers from 38 at December 31, to at December 31, , increases in our advertising rates due to expanded service offerings, and application of those rates to an expanded membership base. Our member base grew from approximately 1. Gross profit increased as a percentage of net revenues to The absolute dollar increase in cost of revenues was primarily due to building our server and networking infrastructure in response to the growth in activity by our members and the hiring of 18 additional operations personnel to service our increased advertiser base.

However, our gross profit percentage increased because cost of revenues increased more slowly than net revenues. Sales and Marketing. Sales and marketing expenses consist primarily of advertising, salaries of sales and marketing personnel, commissions paid to our sales personnel and other marketing related expenses. Our promotional and marketing efforts included online advertising, such as banner advertisements on high-traffic web sites, used to acquire member registrations.

This online advertising is placed primarily with operators of high traffic web sites who are paid a fee on the basis of each member registration we receive, each impression delivered or each click-through to our web site. We also place some online advertising with operators of lower traffic web sites that generally receive a fee for each member registration we receive.

Fees to operators of web sites are expensed in the periods incurred. Our promotional and marketing efforts also included offline advertising, such as television and radio advertisements and billboards. Sales and marketing expenses as a percentage of net revenues decreased due to the growth in net revenues. We expect that sales and marketing expenses will grow significantly in absolute dollars for the foreseeable future as we pursue an aggressive customer acquisition strategy and hire additional sales and marketing personnel. Product Development.

Product development expenses consist primarily of salaries of software development personnel and expenditures related to third- party technical consultants. The absolute dollar increase in product development expenses was primarily due to the hiring of 14 additional personnel and associated software costs related to enhancing the features and functionality of our web site and costs incurred in our Year readiness effort. Product development expenses decreased as a percentage of net revenues due to the growth in net revenues. To date, all product development expenditures have been expensed as incurred.

We believe that significant investments in product development will be necessary to remain competitive, and as a result we expect our product development expenses will increase in absolute dollars for the foreseeable future. General and Administrative. General and administrative expenses consist primarily of salaries and related expenses for executive and administrative personnel, facilities, professional services, including legal expenses relating to protection of our patent rights, travel and other general corporate expenses.

The absolute dollar increase in general and administrative expenses was. General and administrative expenses decreased as a percentage of net revenues due to the growth in net revenues. We expect that general and administrative expenses will grow significantly in absolute dollars for the foreseeable future as a result of a higher occupancy expense associated with our move to larger office space planned for mid and as we continue to expand our administrative systems to support our planned growth and operations as a public company.

Interest income, net, includes income from our cash and investments and expenses related to our financing obligations. Our federal and state net operating loss carryforwards expire beginning in From our formation through June 1, , we elected, under Section a of the Internal Revenue Code, to be treated as an S-corporation for income tax purposes. Accordingly, we were not liable for federal income taxes during that period and any taxable income was included in the tax returns of our stockholders.

The increase in net revenues was primarily due to an increase in the number of advertisers, from six at December 31, to 38 at December 31, , and an increase in our advertising rates and application of those rates to our expanded membership base. We do not believe gross profit comparisons with are meaningful. In , we incurred fixed costs associated with the development of our technology infrastructure and services prior to the realization of meaningful revenues. We were able to use this investment in to generate revenues which accounted for our increased gross profit.

The absolute dollar increase in sales and marketing expenses was primarily due to the addition of a direct sales force which we began building in the second half of and increases in customer acquisition and marketing expenses. The absolute dollar increase in product development expenses was primarily due to the hiring of eight additional personnel and related costs to support enhancement of our web site features and functionality. Product development expenses as a percentage of net revenues decreased due to the growth in net revenues.

The absolute dollar increase in general and administrative expenses was primarily due to the hiring of four additional general and administrative personnel and increases in professional services and facility expenses to support the growth of our operations. General and administrative expenses as a percentage of net revenues decreased due to the growth in net revenues.

In December and during the period between January and April , we entered into loan agreements with detachable warrants. Amortization of debt discount is a non- cash charge representing the difference between the stated value and the fair market value of the loan. The following table presents unaudited quarterly statement of operations data for each of the four quarters ended December 31, , as well as the percentage of net revenues represented by each item.

This information is unaudited and in our opinion has been prepared substantially on the same basis as our audited financial statements, which are included elsewhere in this prospectus. All necessary adjustments, consisting only of normal recurring adjustments, have been included in these amounts to present fairly the unaudited quarterly results of operations. You should read these quarterly data together with our audited financial statements and the related notes.

Our future operating results are difficult to predict and may vary significantly.

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Accordingly, you should not view our results of operations for any period as an indication of our results of operations for any future period. Marketing Letters for Mobile Notaries. CouponOkay is offering you coupon codes, discounts and coupons all together with 1. We strive to offer the highest quality notary products and provide fast and courteous. Notary of America provides notary supplies,. Find all the notary supplies you need to do your job as a professional notary public. The Notary Learning Center. Any Debt Securities registered hereunder may be sold separately or as units with other Debt Securities registered hereunder.

No separate consideration will be received for the Guarantees and, therefore, no additional registration fee is payable in respect of the registration of the Guarantees. The specific designation, aggregate principal amount, maturity, interest rate, method of distribution, and any prepayment or other variable terms with regard to the Debt Securities in respect of which this Prospectus is delivered will be, to the extent not set forth herein, set forth in an accompanying Prospectus Supplement.

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The Debt Securities will be irrevocably and unconditionally guaranteed the "Guarantees" by the Company in such capacity, the "Guarantor" , and the Guarantees will rank on a parity with all unsecured and unsubordinated indebtedness of the Company. Unless otherwise specified herein or in the applicable Prospectus Supplement, the Debt Securities will be issued in fully registered book-entry form and will be registered in the name of The Depository Trust Company, as depository "DTC" , or its nominee.

Interests in the Debt Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants. Debt Securities issued in book-entry form will not be issuable as certificated securities except as specified herein or in the applicable Prospectus Supplement. The applicable Prospectus Supplement will contain information, where applicable and to the extent not set forth herein, concerning certain United States federal income tax considerations relating to the Debt Securities covered by such Prospectus Supplement.

The Debt Securities may be sold directly by the Issuer to one or more institutional purchasers, through agents designated from time to time, through dealers or underwriters, or through any combination of the above. If any agents of the Issuer, the Company or any underwriters are involved in the sale of the Debt Securities, the names of such agents or underwriters and any applicable commissions or discounts will be set forth in the Prospectus Supplement.

See "Plan of Distribution" for indemnification arrangements which the Issuer and the Company are prepared to make available to underwriters and agents for the sale of the Debt Securities. Neither the Issuer nor the Company has authorized, or taken any action to cause, the issue or distribution in the Commonwealth of Australia, any of its States, territories or possessions or any political subdivision thereof "Australia" , or to any resident of Australia, of this Prospectus or any other document inviting applications or offers to subscribe for or buy the Debt Securities offered hereby or offering such Debt Securities for subscription or purchase and, accordingly, neither this Prospectus whether in draft or definitive form nor any such other document may be issued or distributed in Australia or to any resident of Australia.

No prospectus in relation to the Debt Securities has been lodged with or registered by the Australian Securities Commission. In connection with the distribution of the Debt Securities, each underwriter or agent in respect of each series of Debt Securities will represent and agree that it: a has not directly or indirectly offered for subscription or purchase or issued invitations to subscribe for or buy nor has it sold any Debt Securities; b will not directly or indirectly offer for subscription or purchase or issue invitations to subscribe for or buy or sell any Debt Securities; and c has not distributed and will not distribute any draft or definitive offering memorandum, advertisement or other offering material, in each case in Australia or to any resident of Australia including corporations and other entities organized under the laws of Australia but not including a permanent establishment of such corporations or other entities located outside Australia.

Apache Finance Pty Ltd is an Australian proprietary company with limited liability. Some of its directors and executive officers, and the experts named herein reside outside the United States principally in Australia. All or a substantial portion of the assets of these persons and of Apache Finance Pty Ltd are located outside the United States.

As a result, it may not be possible for investors to effect service of process within the United States upon such persons or to enforce against such persons or Apache Finance Pty Ltd judgments obtained in United States courts predicated upon the civil liability provisions of the federal securities laws of the United States. Apache Finance Pty Ltd will appoint CT Corporation System as authorized agent upon which process may be served in any action arising out of or based upon the Indenture hereinafter described or the Debt Securities or the Guarantees which may be instituted in any federal or state court having subject matter jurisdiction in the Borough of Manhattan, The City of New York, New York.

See "Description of Debt Securities and Guarantees. Neither any associate as defined in Division 16F of the Income Tax Assessment Act of the Commonwealth of Australia the "Tax Act" but on the basis that subparagraphs GZC 1 a ii , 1 b i and 1 d i of the Tax Act do not apply of the Issuer an "Associate" nor any resident of Australia may directly or indirectly acquire any Debt Securities or any interest in or right in respect of the Debt Securities other than such a person who acquires Debt Securities or such interest or right in the capacity of a dealer in relation to the placement of the Debt Securities, interest or right.

Each person who so acquires any Debt Securities or such interest or right will be deemed to have warranted in favor of the Issuer that the person is neither an Associate nor a resident of Australia. Any Associate who so acquires any Debt Securities or any interest in or right in respect of the Debt Securities may be subject to Australian interest withholding tax and, if so, will not be entitled to receive any payment of Additional Amounts as defined herein from the Issuer or the Guarantor.

There are currently no Australian exchange controls which restrict the payment of interest or Additional Amounts as defined herein , or repayment of principal to holders of the Debt Securities who are not residents of Australia, provided they are not nationals of or connected with Iraq or Libya. The authority of the Reserve Bank of Australia is required for certain payments to the government of Iraq, the government of or the authorities in Libya, or the authorities in the former Federal Republic of Yugoslavia Serbia and Montenegro or their respective agencies or nationals.

Apache is subject to the informational requirements of the Securities Exchange Act of , as amended the "Exchange Act" , and in accordance therewith, files reports and other information with the Securities and Exchange Commission the "SEC". Reports, proxy statements and other information filed by Apache can be inspected and copied at the public reference facilities maintained by the SEC at Fifth Street, N.


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In addition, reports, proxy statements and other information concerning Apache may be inspected at the offices of The New York Stock Exchange, Inc. LaSalle Street, Chicago, Illinois The address of the Company's principal executive offices and its telephone number are Post Oak Boulevard, Suite , Houston, Texas and This Prospectus does not contain all the information set forth in the Registration Statement and the exhibits and schedules thereto, certain portions of which have been omitted pursuant to the rules and regulations of the SEC.

For further information, reference is hereby made to the Registration Statement. Any statements contained herein concerning the provisions of any document filed as an exhibit to the Registration Statement or otherwise filed with the SEC are not necessarily complete, and in each instance reference is made to the copy of such document so filed, each such statement being qualified in its entirety by such reference.

If such order is granted, or the SEC otherwise grants relief to the Issuer from such reporting requirements, the Issuer will not be subject to the informational requirements of the Exchange Act. Subject to SEC relief, the Company also does not intend to include in its consolidated financial statements any separate financial information with respect to the Issuer. In addition, in view of the Guarantees, the Issuer does not intend to furnish to holders of Debt Securities separate financial statements of the Issuer or other reports.

All documents which the Company files pursuant to Section 13 a , 13 c , 14 or 15 d of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering described herein shall be deemed to be incorporated by reference herein and to be a part hereof from the. Any statement contained in a document incorporated by reference, or deemed to be incorporated by reference, shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document or in any accompanying Prospectus Supplement modifies or supersedes such statement.

Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

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Certain statements contained herein or in the accompanying Prospectus Supplement, including, without limitation, the statements in "The Company" which are not historical facts, or incorporated by reference herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act. Certain factors as discussed herein or in the Company's Exchange Act filings with the SEC, including the Company's Quarterly Report on Form Q for the quarter ended June 30, , could cause actual results to differ materially from those in the forward-looking statements.

The Company undertakes to provide without charge, upon the written or oral request of any person to whom a copy of this Prospectus has been delivered, a copy of any or all of the documents referred to above which are incorporated in this Prospectus by reference, other than exhibits to such documents. Requests should be directed to Cheri L. All defined terms under Rule a of Regulation S-X promulgated under the Securities Act shall have their statutorily-prescribed meanings when used in this Prospectus.

Quantities of natural gas are expressed in this Prospectus in terms of thousand cubic feet "Mcf" , million cubic feet "MMcf" or billion cubic feet "Bcf". Oil which includes condensate is quantified in terms of barrels "bbls" , thousands of barrels "Mbbls" and millions of barrels "MMbbls".

One barrel of oil is the energy equivalent of six Mcf of natural gas, expressed as a barrel of oil equivalent. Natural gas is compared to oil in terms of thousand barrels of oil equivalent "Mboe" and in million barrels of oil equivalents "MMboe". Oil and natural gas liquids are compared with natural gas in terms of million cubic feet equivalent "MMcfe" and billion cubic feet equivalent "Bcfe". Daily oil and gas production is expressed in terms of barrels of oil per day "bopd" and thousands of cubic feet of gas per day "Mcfd" , respectively. The Company's "net" working interest in wells or acreage is determined by multiplying gross wells or acreage by the Company's working interest therein.

Unless otherwise specified, all references to wells and acres are gross. Apache Corporation, a Delaware corporation formed in , is an independent energy company that primarily explores for, develops and produces crude oil and natural gas. Outside North America, the Company has exploration and production interests offshore Western Australia and in Egypt, and exploration interests in China, Poland, offshore the Ivory Coast, and in Indonesia.

The Company holds interests in many of its North American and international properties through operating subsidiaries, such as Apache Canada Ltd. The Company treats all operations as one segment of business. Apache Finance Pty Ltd is a proprietary company with limited liability organized in October under the laws of the Australian Capital Territory, Australia. Apache Finance Pty Ltd is an indirect wholly-owned subsidiary of the Company. The purpose of Apache Finance Pty Ltd is to undertake borrowings on behalf of the Company and certain other subsidiaries of the Company and to advance the proceeds of such borrowings to the Company or certain of its other subsidiaries of the Company.

Unless otherwise specified in the applicable Prospectus Supplement, the net proceeds from the sale of the Debt Securities will be used to refinance outstanding indebtedness and for other general corporate purposes. To the extent proceeds are used to refinance outstanding indebtedness, certain terms of the indebtedness being refinanced will be set forth in the applicable Prospectus Supplement. The Company's ratios of earnings to fixed charges were as follows for the respective periods indicated:.

The Company's ratios of earnings to fixed charges were computed based on: A consolidated income or losses from continuing operations before income taxes and fixed charges excluding interest capitalized ; and B consolidated fixed charges, which consist of interest on indebtedness including amounts capitalized , amortization of debt discount and expense and the estimated portion of rental expense attributable to interest. Unless otherwise specified in the applicable Prospectus Supplement, the Debt Securities and the Guarantees will be issued under an indenture the "Indenture" entered into between the Issuer, the Company and The Chase Manhattan Bank, as trustee the "Trustee".

The Company will irrevocably and unconditionally guarantee payments of principal, interest and Additional Amounts, if any, on the Debt Securities. However, the Indenture does not limit the amount of Debt Securities which can be issued thereunder and provides that additional Debt Securities of any series may be issued thereunder up to the aggregate principal amount which may be authorized from time to time by the Issuer and the Company.

The maturity date, interest payment dates, and rate of interest of the Debt Securities will be as set forth in the Prospectus Supplement applicable thereto. Subject to certain exceptions therein set forth, the Indenture provides for the payment of interest on any interest payment date only to persons in whose names the Debt Securities are registered on the regular record date, which is the last day of the respective calendar months preceding the month in which an interest payment is due whether or not a business day.

A copy of the Indenture is an exhibit to the Registration Statement of which this Prospectus is a part. The information herein includes a summary of certain provisions of the Indenture and does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all provisions of the Indenture including the definition therein of certain terms. The following summaries set forth certain general terms and provisions of the Debt Securities to which any Prospectus Supplement may relate.

The particular terms of the Debt Securities offered by any Prospectus Supplement and the extent, if any, to which such general provisions may apply to the Debt Securities so offered will, to the extent not described herein, be described in the Prospectus Supplement relating to such Debt Securities. Reference is made to the Prospectus Supplement that accompanies this prospectus for the following terms, to the extent permitted by the Indenture, and other information with respect to the Debt Securities being offered thereby, to the extent not described herein: i the designation, aggregate principal amount and authorized denominations of such Debt Securities; ii the percentage of the principal amount at which such Debt Securities will be issued; iii the date or the manner of determining or extending the date or dates on which the principal of such Debt Securities will be payable; iv whether such Debt Securities will be issued in fully registered form or in bearer form or any combination thereof; v whether such Debt Securities will be issued in the form of one or more global securities and whether such global securities are to be issuable in a temporary global form or permanent global form; vi if other than U.

All Debt Securities of any one series need not be issued at the same time and all the Debt Securities of any one series need not bear interest at the same rate or mature on the same date. If any of the Debt Securities are sold for foreign currencies or foreign currency units or if the principal of, or premium, if any, or interest, if any, on any series of Debt Securities is payable in foreign currencies or foreign currency units, the restrictions, elections, tax consequences, specific terms and other information with respect to such Debt Securities and such foreign currencies or foreign currency units will be set forth in the applicable Prospectus Supplement.

Other than as described below under "Limitation on Liens" and "Issuer's Obligation to Purchase Debt Securities on Change in Control," the Indenture does not contain any provision that would limit the ability of the Company or the Issuer to incur indebtedness or that would afford holders of Debt Securities protection in the event of a decline in the credit quality of the Company or the Issuer or a takeover, recapitalization or highly leveraged or similar transaction involving the Company or the Issuer.

Reference is made to the Prospectus Supplement relating to the particular series of Debt Securities offered thereby, to the extent not otherwise described herein, for any information with respect to any deletions from, modifications of or additions to the Events of Default described below or covenants of the Company and the Issuer contained in the Indenture, including any addition of a covenant or other provision providing event risk or similar protection. The Company will irrevocably and unconditionally guarantee to each holder of a Debt Security issued by the Issuer and authenticated and delivered by the Trustee the due and punctual payment of the principal of, any premium, and interest on, such Debt Security, when and as the same shall become due and payable, whether at maturity, upon acceleration, by call for redemption or otherwise in accordance with the terms of the Debt Securities and of the Indenture.

The Company has a agreed that its obligations under the Guarantees in the event of an Event of Default will be as if it were principal obligor and not merely surety, and will be enforceable irrespective of any invalidity, irregularity or unenforceability of any series of the Debt Securities or the Indenture or any supplement thereto and b waived its right to require the Trustee or the holders to pursue or exhaust its legal or equitable remedies against the Issuer prior to exercising its rights under the Guarantees.

The Guarantees will be unsecured obligations of the Company, and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Company. The Debt Securities issued by the Issuer will be unsecured obligations of the Issuer, and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Issuer.

Dividend and other distributions to the Company from its various subsidiaries may be subject to certain statutory, contractual and other restrictions including, without limitation, exchange controls that may be applicable to foreign subsidiaries. The rights of any creditors of the Company to participate in the assets of any subsidiary upon such subsidiary's liquidation or recapitalization will be subject to the prior claims of the subsidiary's creditors, except to the extent that the Company may itself be a creditor with recognized claims against such subsidiary.

The claims of holders under the Debt Securities or the Guarantees will be effectively subordinated to the claims of creditors of the Company's subsidiaries. The Indenture does not restrict the amount of indebtedness that may be incurred by the Issuer, the Company or its other subsidiaries. The Debt Securities will earn interest at the fixed or floating rate for the period of time specified in the applicable Prospectus Supplement.

Unless otherwise specified in the applicable Prospectus Supplement, the Debt Securities shall bear interest on the basis of a day year consisting of twelve day months. The "Spread" is the number of basis points to be added to or subtracted from the related Interest Rate Basis or Bases applicable to each respective Debt Security. The "Spread Multiplier" is the percentage of the related Interest Rate Basis or Bases by which such Interest Rate Basis or Bases will be multiplied to determine the applicable interest rate.

The "Index Maturity" is the period to maturity of the instrument or obligation with respect to which the related Interest Rate Basis or Bases will be calculated. The applicable Prospectus Supplement will specify whether the floating rate of interest will be reset daily, weekly, monthly, quarterly, semiannually or annually or on such other specified basis each, an "Interest Reset Period" and the dates on which such rate of interest will be reset each, an "Interest Reset Date".

Unless otherwise specified in the applicable Prospectus Supplement, the Interest Reset Dates will be, in the case of a floating interest rate which resets: i daily, each Business Day; ii weekly, the Wednesday of each week unless the Treasury Rate is an applicable Interest Rate Basis, in which case the Tuesday of each week except as described below ; iii monthly, the third Wednesday of each month; iv quarterly, the third Wednesday of March, June, September and December of each year, v semiannually, the third Wednesday of the two months specified in the applicable Prospectus Supplement; and vi annually, the third Wednesday of the month specified in the applicable Prospectus Supplement.

The interest rate applicable to each Interest Reset Period commencing on the related Interest Reset Date will be the rate determined as of the applicable Interest Determination Date on or prior to the Calculation Date as hereinafter defined. The "Interest Determination Date" pertaining to a floating interest rate which is determined by reference to two or more Interest Rate Bases will be the most recent Business Day which is at least two Business Days prior to the applicable Interest Reset Date on which each Interest Rate Basis is determinable.

Each Interest Rate Basis will be determined as of such date, and the applicable interest rate will take effect on the applicable Interest Reset Date. Either or both of the following may also apply to the floating interest rate on Debt Securities: i a Maximum Interest Rate, or ceiling, that may accrue during any Interest Reset Period, and ii a Minimum Interest Rate, or floor, that may accrue during any Interest Reset Period. In addition to any Maximum Interest Rate that may apply, the interest rate on any Debt Securities will in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States laws of general application.

Except as provided below or in the applicable Prospectus Supplement, interest will be payable, in the case of floating interest rates which reset: i daily, weekly or monthly, on the third Wednesday of each month or on the third Wednesday of March, June, September and December of each year, as specified in the applicable Prospectus Supplement; ii quarterly, on the third Wednesday of March, June, September and December of each year, iii semiannually, on the third Wednesday of the two months of each year specified in the applicable Prospectus Supplement; and iv annually, on the third Wednesday of the month of each year specified in the applicable Prospectus Supplement.

All percentages resulting from any calculation of floating interest rates will be rounded to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards e. Accrued floating rate interest will be calculated by multiplying the principal amount of the Debt Securities to which it relates by an accrued interest factor. Such accrued interest factor will be computed by adding the interest factor calculated for each day in the applicable Interest Reset Period. Unless otherwise specified in the applicable Prospectus Supplement, the interest factor for each such day will be computed by dividing the interest rate applicable to such day by , if an applicable Interest Rate Basis is the Commercial Paper Rate or LIBOR, or by the actual number of days in the year if an applicable.

Interest Rate Basis is the Treasury Rate. Unless otherwise specified in the applicable Prospectus Supplement, if the floating interest rate is calculated with reference to two or more Interest Rate Bases, the interest factor will be calculated in each period in the same manner as if only one of the applicable Interest Rate Bases applied as specified in the applicable Prospectus Supplement. Unless otherwise specified in the applicable Prospectus Supplement, the "Calculation Date," if applicable, pertaining to any Interest Determination Date will be the earlier of i the tenth calendar day after such Interest Determination Date or, if such day is not a Business Day, the next succeeding Business Day or ii the Business Day immediately preceding the applicable Interest Payment Date or the Maturity Date, as the case may be.

Unless otherwise specified in the applicable Prospectus Supplement, the Calculation Agent shall determine each Interest Rate Basis in accordance with the following provisions. Commercial Paper Rate. Unless otherwise specified in the applicable Prospectus Supplement, "Commercial Paper Rate" means, with respect to any Interest Determination Date for which the interest rate is determined with reference to the Commercial Paper Rate a "Commercial Paper Rate Interest Determination Date" , the Money Market Yield as hereinafter defined on such date of the rate for commercial paper having the Index Maturity specified in the applicable Prospectus Supplement as published in H.

If such rate is not yet published in either H. Unless otherwise specified in the applicable Prospectus Supplement, "LIBOR" means the rate determined in accordance with the following provisions:. If no such currency or composite currency is specified in the applicable Prospectus Supplement, the Index Currency shall be United States dollars. Treasury Rate. Unless otherwise specified in the applicable Prospectus Supplement, "Treasury Rate" means, with respect to any Interest Determination Date for which the interest rate is determined by reference to the Treasury Rate a "Treasury Rate Interest Determination Date" , the rate from the auction held on such Treasury Rate Interest Determination Date the "Auction" of direct obligations of the United States "Treasury Bills" having the Index Maturity specified in the applicable Prospectus Supplement, as such rate is published in H.

In the event that the results of the Auction of Treasury Bills having the Index Maturity specified in the applicable Prospectus Supplement are not reported as provided by p. Discount, Series, Maturities, Registration, and Payment. The Debt Securities may be sold at a substantial discount below their stated principal amount, bearing no interest or interest at a rate that at the time of issuance is below market rates.

United States federal income tax consequences and special considerations applicable to any such series may also be described in the Prospectus Supplement relating thereto. The Debt Securities may be issued in one or more series with the same or various maturities.

Notary Public Underwriters Promo Codes, Coupons & Deals 12222

Section Debt Securities may be issued solely in fully registered form without coupons "Registered Securities" , solely in bearer form with or without coupons "Bearer Securities" , or as both Registered Securities and Bearer Securities. Section Registered Securities may be exchangeable, upon surrender, for other Debt Securities of the same series, registered in the same name, for a like aggregate principal amount in authorized denominations and will be transferable at any time or from time to time at the aforementioned office.

No service charge will be made to the holder for any such exchange or transfer, except for any tax or governmental charge incidental thereto. If Debt Securities of any series are issued as Bearer Securities, the applicable Prospectus Supplement will contain any restrictions applicable to the offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities of the series may be exchanged for Registered Securities of the series and, if permitted by applicable laws and regulations, the terms upon which Registered Securities of the series may be exchanged for Bearer Securities of the series, whether such Debt Securities are to be issuable in permanent global form with or without coupons and, if so, whether beneficial owners of interests in any such permanent global security may exchange such interests for Debt Securities of such series and the circumstances under which any such exchanges may occur.

Unless otherwise specified in the applicable Prospectus Supplement, principal and interest, if any, on the Debt Securities offered thereby are to be payable at the office or agency of the Issuer and the Company maintained for such purposes in the city where the principal corporate trust office of the Trustee is located, and will initially be the principal corporate trust office of the Trustee, provided that payment of interest, if any, may be made subject to collection by check mailed to the persons in whose names the Debt Securities are registered at the close of business on the day specified in the applicable Prospectus Supplement.

Form, Exchange, Registration and Transfer. Debt Securities will be exchangeable for other Debt Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity as defined in the Indenture. Registered Securities may be presented for registration of transfer with the form of transfer endorsed thereon duly executed at the office of the Trustee or at the corporate trust office of any transfer agent designated by the Issuer or the Company for such purpose, without service charge and upon payment of any taxes and other governmental charges as described in the Indenture.

Such transfer or exchange will be effected upon the books of the Trustee or such transfer agent contingent upon such Trustee or transfer agent, as the case may be, being satisfied with the documents of title and identity of the person making the request. Section In the event of any redemption of Debt Securities, neither the Issuer nor the Company shall be required to: i issue, register the transfer of or exchange such Debt Securities during a period beginning at the opening of business 15 days before any selection of such Debt Securities to be redeemed and ending at the close of business on the day of mailing of the relevant notice of redemption; or ii register the transfer of or exchange any such Debt Security, or portion thereof, called for redemption, except the unredeemed portion of any such Debt Security being redeemed in part.

Nothing in the Indenture or the Debt Securities will in any way limit the amount of indebtedness or securities other than the Debt Securities which may be incurred or issued by the Company or any of its Subsidiaries as defined in the Indenture.