-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O0OrQM+ssPwC4RgClNT9Iw8S1BLG0xp1p/DZ+ytEk3txSgipp3HpDzjC8h2L6oYw utGgwYwWS4nFcWC2UDhLSQ== 0000950133-06-004569.txt : 20061025 0000950133-06-004569.hdr.sgml : 20061025 20061025172616 ACCESSION NUMBER: 0000950133-06-004569 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061025 DATE AS OF CHANGE: 20061025 GROUP MEMBERS: UNIVERSAL TELECOMMUNICATIONS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Global Telecom & Technology, Inc. CENTRAL INDEX KEY: 0001315255 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 202096338 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80681 FILM NUMBER: 061163675 BUSINESS ADDRESS: STREET 1: 8484 WESTPARK DRIVE STREET 2: SUITE 720 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: (703) 442-5500 MAIL ADDRESS: STREET 1: 8484 WESTPARK DRIVE STREET 2: SUITE 720 CITY: MCLEAN STATE: VA ZIP: 22102 FORMER COMPANY: FORMER CONFORMED NAME: Mercator Partners Acquisition Corp. DATE OF NAME CHANGE: 20050124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THOMPSON H BRIAN CENTRAL INDEX KEY: 0001086564 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: DYNCORP LAW DEPARTMENT STREET 2: 11710 PLAZA AMERICA DRIVE CITY: RESTON STATE: VA ZIP: 20190-0639 BUSINESS PHONE: 7032615029 MAIL ADDRESS: STREET 1: 1950 OLD GALLOWS ROAD SUITE 201 CITY: VIENNA STATE: VA ZIP: 22182 SC 13D 1 w26274bsc13d.htm SC 13D sc13d
 

     
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.  )*

Global Telecom & Technology, Inc.
(Name of Issuer)
Common Stock, $.0001 par value
(Title of Class of Securities)
378979 10 8
(CUSIP Number)
H. Brian Thompson
Global Telecom & Technology, Inc.
8484 Westpark Drive
Suite 720
McLean, Virginia 22102
Telephone: (703) 442-5500

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
with a copy to:
Greenberg Traurig, LLP
1750 Tysons Boulevard
Suite 1200
McLean, Virginia 22102
Attention: Mark Wishner
Telephone: (703) 749-1352
October 15, 2006
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

(Continued on following pages)

Page 1 of 11 Pages

 
 


 

 

           
1   NAMES OF REPORTING PERSONS:

H. Brian Thompson
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  PF
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  USA
       
  7   SOLE VOTING POWER:
     
NUMBER OF   32,000(1)
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   1,212,525(2)
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   32,000(1)
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    1,212,525(2)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  1,244,525
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  8.7%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN
 
(1)   Includes 24,000 shares of common stock issuable upon the exercise of warrants.
 
(2)   Includes 1,212,500 shares of common stock issuable upon the exercise of warrants.

Page 2 of 11 Pages


 

 

           
1   NAMES OF REPORTING PERSONS:

Universal Telecommunications, Inc.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
  54-1607209
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   1,212,525(1)
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    1,212,525(1)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  1,212,525
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  8.5%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO
 
(1)   Includes 1,212,500 shares of common stock issuable upon the exercise of warrants.

Page 3 of 11 Pages


 

Item 1. Security and Issuer.
     The class of equity securities to which this Schedule 13D relates is the common stock, par value $.0001 per share (the “Common Stock”), of Global Telecom & Technology, Inc., a Delaware corporation formerly known as Mercator Partners Acquisition Corp. (the “Issuer”). The address of the principal executive offices of the Issuer is 8484 Westpark Drive, Suite 720, McLean, Virginia 22102.
Item 2. Identity and Background.
     This Schedule 13D is filed on behalf of each of H. Brian Thompson (“Thompson”) and Universal Telecommunications, Inc. (“Universal”, and collectively with Thompson, the “Reporting Persons”).
     This Schedule 13D relates to (i) 1,212,500 shares of Common Stock issuable upon the exercise of Class W and Class Z warrants held by Universal, (ii) 25 shares of common stock held by Universal and (iii) 24,000 shares of Common Stock issuable upon the exercise of Class W and Class Z warrants held by Thompson and (iv) 8,000 shares of Common Stock held by Thompson (collectively, the “Shares”). Thompson is the Chief Executive Officer and majority shareholder of Universal. The shares of Universal not held by Thompson are owned by members of his family.
     Thompson is currently serving as the Chairman of the Board and Executive Chairman of the Issuer.
     The business address of Thompson is 8484 Westpark Drive, Suite 720, McLean, Virginia 22102.
     The business address of Universal is 1950 Old Gallows Road, Vienna, Virginia 22182. Universal is organized in the State of Delaware. The principal business of Universal is private equity investment and advisory services.
     Thompson also serves as the Chairman, President and Chief Executive Officer of Universal. Mary Ann Thompson, H. Brandon Thompson and Christiana Nichols are also directors of Universal. Additionally, Mary Ann Thompson is Secretary and H. Brandon Thompson is Treasurer of Universal.
     During the past five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any other person identified in response to this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
     Thompson, Mary Ann Thompson, H. Brandon Thompson and Christiana Nichols are all citizens of the United States.

Page 4 of 11 Pages


 

Item 3. Source and Amount of Funds or Other Consideration.
     In January 2005, Universal purchased 25 shares of Class B common stock, par value $.0001, from the Issuer for a purchase price of $5.00 per share. Universal used available working capital to purchase these shares. On October 16, 2006, in connection with the Issuer’s acquisitions of Global Internetworking, Inc. and European Telecommunications & Technology Limited (collectively, the “Acquisition”), these shares of Class B common stock were automatically converted into 25 shares of Common Stock.
     In April 2005, Universal purchased 618,750 Class W warrants and 618,750 Class Z warrants from the Issuer for a purchase price of $.05 a warrant. Universal used available working capital to make these purchases. On October 15, 2006, upon the consummation of the Acquisition, all of the Issuer’s Class W and Class Z warrants became immediately exercisable.
     Also in April 2005, Thompson acquired 4,000 shares of Class B common stock, 4,000 shares of common stock, 12,000 Class W warrants and 12,000 Class Z warrants. Thompson acquired the shares of Class B common stock and 12,000 Class W and Class Z warrants through his purchase of 2,000 of the Issuer’s Series B units for $10.10 a unit. Each Series B unit consists of two shares of Class B common stock, five Class W warrants and five Class Z warrants. Thompson acquired the shares of common stock and 12,000 Class W and Class Z warrants through his purchase of 2,000 of the Issuer’s Series A units for $10.50 a unit. Each Series A unit consists of two shares of common stock, five Class W warrants and five Class Z warrants. Thompson used personal funds to make these purchases. On October 16, 2006, these shares of Class B common stock were automatically converted into an equal number of shares of Common Stock.
     Universal subsequently sold to third parties a total of 12,500 Class W warrants and Class Z warrants.
Item 4. Purpose of Transaction.
     The Reporting Persons acquired the Shares for investment purposes. The Reporting Persons may, from time to time, depending upon market conditions and other factors deemed relevant by the Reporting Persons, acquire additional shares. The Reporting Persons reserve the right to, and may in the future choose to, change their purpose with respect to their investment and take such actions as they deem appropriate in light of the circumstances including, without limitation, to dispose of, in the open market, in a private transaction or by gift, all or a portion of the shares of Common Stock which they now own or may hereafter acquire.
     At the date of this Statement, the Reporting Persons, except as set forth in this Statement (including pursuant to the employment agreement described in item 6) and consistent with Thompson’s position with the Issuer, have no plans or proposals which would result in:
     (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
     (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

Page 5 of 11 Pages


 

     (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
     (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of the board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors;
     (e) Any material change in the present capitalization or dividend policy of the Issuer;
     (f) Any other material change in the Issuer’s business or corporate structure;
     (g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which ay impede the acquisition of control of the Issuer by any person;
     (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
     (i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
     (j) Any action similar to any of those actions enumerated above.
Item 5. Interest in Securities of the Issuer.
     As of the date of this report, Thompson may be deemed to be the beneficial owner of an aggregate of 1,244,525 shares of Common Stock, which represents approximately 8.7% of the Common Stock outstanding as of October 15, 2006. Thompson has sole power to vote or direct the vote of, and to dispose or direct the disposition of, 32,000 of such shares. Thompson may be deemed to have shared power to vote or direct the vote of, and/or shared power to dispose or direct the disposition of, the 1,212,525 of such shares held by Universal. Thompson disclaims ownership of the Shares held by Universal except to the extent of his pecuniary interest therein.
     As of the date of this report, Universal may be deemed to be the beneficial owner of an aggregate of 1,212,525 shares of Common Stock, which represents approximately 8.5% of the Common Stock outstanding. Universal may be deemed to have shared power to vote or direct the vote of, and/or shared power to dispose or direct the disposition of, all of such shares.
     All of the percentages calculated in this statement are based upon an aggregate of 13,030,100 shares of Common Stock outstanding as of October 15, 2006. This amount assumes that all shares of the Issuer’s Class B common stock were converted into shares of Common Stock, and does not give effect to any shares of Class B common stock that instead may be converted into a portion of the trust account created in connection with the Issuer’s initial public offering.
     There have been no transactions in the securities of the Issuer by the Reporting Persons in the 60 days immediately preceding the date of this report.

Page 6 of 11 Pages


 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
     The Reporting Person and certain other stockholders of the Issuer are parties to a registration rights agreements with the Issuer (the “Registration Rights Agreement”), pursuant to which such stockholders are entitled to make up to two demands that the Issuer register their shares of Common Stock, and Common Stock to be issued upon the exercise of their Class W and Class Z warrants, equal to an aggregate of 4,950,100 shares of Common Stock. The holders of the majority of these securities can elect to exercise these registration rights at any time after the Acquisition. In addition, these stockholders have certain “piggy-back” registration rights on registration statements filed after the Acquisition.
     The Class W warrants are exercisable for one share of Common Stock. The exercise price for each Class W warrant is $5.00. The Class W warrants became immediately exercisable on October 15, 2006, the date of the closing of the acquisition of GII. The Class W warrants will expire at 5:00 p.m., New York City time, on April 10, 2010 or earlier upon redemption. The Issuer may redeem the outstanding Class W warrants (other than certain warrants held by the Issuer’s officers and directors or their affiliates) with HCFP/Brenner Securities LLC’s prior consent:
    in whole and not in part,
 
    at a price of $.05 per warrant,
 
    upon a minimum of 30 days’ prior written notice of redemption, and
 
    if, and only if, the last sale price of the Common Stock equals or exceeds $7.50 per share for any 20 trading days within a 30 trading day period ending three business days before the Issuer sends the notice of redemption.
     The Class Z warrants are exercisable for one share of Common Stock. The exercise price for each Class Z warrant is $5.00. The Class Z warrants became immediately exercisable on October 15, 2006, the date of the closing of the acquisition of GII. The Class W warrants will expire at 5:00 p.m., New York City time, on April 10, 2012 or earlier upon redemption. The Issuer may redeem the outstanding Class Z warrants (other than certain warrants held by the Issuer’s officers and directors or their affiliates) with HCFP/Brenner Securities LLC’s prior consent:
    in whole and not in part,
 
    at a price of $.05 per warrant,
 
    upon a minimum of 30 days’ prior written notice of redemption, and
 
    if, and only if, the last sale price of the Common Stock equals or exceeds $8.75 per share for any 20 trading days within a 30 trading day period ending three business days before the Issuer sends the notice of redemption.
      Thompson is a party to an employment agreement with the Issuer, pursuant to which Thompson serves as the Issuer’s executive chairman, effective as of October 15, 2006. The employment agreement provides, among other things, that Thompson will receive a grant of 50,000 shares of the Issuer’s restricted stock, with vesting to occur in equal installments on the first four anniversary dates of the effective date of the employment agreement.

Page 7 of 11 Pages


 

Item 7. Material to be Filed as Exhibits.
     Exhibit 1. Specimen Class W warrant certificate (included as Exhibit 4.5 to the Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333-122303), and incorporated herein by reference).
     Exhibit 2. Specimen Class Z warrant certificate (included as Exhibit 4.6 to the Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333-122303), and incorporated herein by reference).
     Exhibit 3. Form of Registration Rights Agreement entered into by the Issuer and certain of its stockholders (included as Exhibit 10.8 to the Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333-122303), and incorporated herein by reference).
     Exhibit 4. Employment Agreement between the Issuer and Thompson, dated October 15, 2006 (included as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on October 19, 2006, and incorporated herein by reference).
     Exhibit 5. Joint Filing Agreement.
     Exhibit 6. Power of Attorney.

Page 8 of 11 Pages


 

SIGNATURE
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
     October 25, 2006
         
  H. BRIAN THOMPSON
 
 
  By:      
  Name:   H. Brian Thompson   
       
 
         
  UNIVERSAL TELECOMMUNICATIONS, INC.
 
 
  By:      
  Name:   H. Brian Thompson   
  Title:   Chief Executive Officer   
 

Page 9 of 11 Pages


 

EXHIBIT INDEX
     
Exhibit    
Number   Description
 
   
1
  Specimen Class W warrant certificate (included as Exhibit 4.5 to the Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333-122303), and incorporated herein by reference).
 
   
2
  Specimen Class Z warrant certificate (included as Exhibit 4.6 to the Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333-122303), and incorporated herein by reference).
 
   
3
  Form of Registration Rights Agreement entered into by the Issuer and certain of its stockholders (included as Exhibit 10.8 to the Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333-122303), and incorporated herein by reference).
 
   
4
  Employment Agreement between the Issuer and Thompson, dated October 15, 2006 (included as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on October 19, 2006, and incorporated herein by reference).
 
   
5
  Joint Filing Agreement.
 
   
6
  Power of Attorney.

Page 10 of 11 Pages


 

Exhibit 5
JOINT FILING AGREEMENT
     Pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, each of the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of Global Telecom & Technology, Inc. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
     Dated: October 25, 2006
         
  H. BRIAN THOMPSON
 
 
  By:   /s/  H. Brian Thompson   
  Name:   H. Brian Thompson   
       
 
         
  UNIVERSAL TELECOMMUNICATIONS, INC.
 
 
  By:   /s/  H. Brian Thompson   
  Name:   H. Brian Thompson   
  Title:   Chief Executive Officer   
 

Page 11 of 11 Pages


 

POWER OF ATTORNEY
     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby constitute and appoint each and any of Michael Romano, Jason Simon and Christopher Davis his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities (until revoked in writing) to:
     1. Sign any and all instruments, certificates and documents appropriate or required to be executed on behalf of the undersigned pursuant to sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), and with any other entity when and if such is mandated by the Exchange Act or by the Bylaws of the National Association of Securities Dealers;
     2. prepare, execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the SEC;
     3. seek or obtain, as the representative of the undersigned and on behalf of the undersigned, information on transactions in Global Telecom & Technology, Inc.’s (the “Company”)securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorneys-in-fact and the undersigned approves and ratifies any such release of information; and
     4. perform any and all other acts which in the discretion of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
     The undersigned acknowledges that:
     1. this Power of Attorney authorizes, but does not require, such attorneys-in-fact to act in their discretion on information provided to such attorneys-in-fact without independent verification of such information;
     2. any documents prepared and/or executed by such attorneys-in-fact on behalf of any of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
     3. neither the Company nor such attorneys-in-fact assumes (a) any liability for responsibility to comply with the requirements of the Exchange Act for any of the undersigned, (b) any liability for any failure to comply with such requirements for any of the undersigned, or (c) any obligation or liability for profit disgorgement under Section 16(b) of the Exchange Act for any of the undersigned; and

 


 

     4. this Power of Attorney does not relieve any of the undersigned from responsibility for compliance with each of the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13 and 16 of the Exchange Act.
     The undersigned hereby gives and grants the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as each of the undersigned might or could do if present, with full power of substitution and revocation, hereby ratifying all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, of, for and on behalf of each of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney.
     This Power of Attorney shall remain in full force and effect until revoked by each of the undersigned in a signed writing delivered to such attorneys-in-fact.
     IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 18th day of October 2006.
         
     
  /s/ H. Brian Thompson    
  Name:   H. Brian Thompson   
     
 

 

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