0000921895-13-001507.txt : 20130802 0000921895-13-001507.hdr.sgml : 20130802 20130802130728 ACCESSION NUMBER: 0000921895-13-001507 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130802 DATE AS OF CHANGE: 20130802 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALERE INC. CENTRAL INDEX KEY: 0001145460 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 043565120 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62395 FILM NUMBER: 131005683 BUSINESS ADDRESS: STREET 1: 51 SAWYER ROAD STREET 2: SUITE 200 CITY: WALTHAM STATE: MA ZIP: 02453 BUSINESS PHONE: 7816473900 MAIL ADDRESS: STREET 1: 51 SAWYER ROAD STREET 2: SUITE 200 CITY: WALTHAM STATE: MA ZIP: 02453 FORMER COMPANY: FORMER CONFORMED NAME: INVERNESS MEDICAL INNOVATIONS INC DATE OF NAME CHANGE: 20010720 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Coppersmith Capital Management, LLC CENTRAL INDEX KEY: 0001576332 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1370 SIXTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 804-8001 MAIL ADDRESS: STREET 1: 1370 SIXTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 sc13da409158002_08012013.htm AMENDMENT NO. 4 TO THE SCHEDULE 13D sc13da409158002_08012013.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 4)1

Alere Inc.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

01449J105
(CUSIP Number)
 
JEROME LANDE
COPPERSMITH CAPITAL MANAGEMENT, LLC
1370 Sixth Avenue, 25th Floor
New York, New York 10019
(212) 804-8001

STEVE WOLOSKY
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 1, 2013
(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 ¨.

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.


_______________
1              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).
 
 
 

 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
COPPERSMITH CAPITAL MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,960,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,960,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,960,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.4%
14
TYPE OF REPORTING PERSON
 
OO

 
2

 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
JEROME J. LANDE
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,960,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,960,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,960,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.4%
14
TYPE OF REPORTING PERSON
 
IN

 
3

 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
CRAIG ROSENBLUM
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,960,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,960,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,960,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.4%
14
TYPE OF REPORTING PERSON
 
IN

 
4

 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
SCOPIA LONG LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
41,892
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
41,892
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
41,892
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
5

 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
SCOPIA PARTNERS QP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
41,043
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
41,043
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
41,043
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
6

 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
SCOPIA PX, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,180,678
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,180,678
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,180,678
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.5%
14
TYPE OF REPORTING PERSON
 
OO

 
7

 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
SCOPIA PARTNERS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
40,938
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
40,938
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
40,938
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
8

 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
SCOPIA WINDMILL FUND, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
895,418
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
895,418
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
895,418
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.1%
14
TYPE OF REPORTING PERSON
 
PN

 
9

 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
SCOPIA INTERNATIONAL MASTER FUND LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
BERMUDA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
216,432
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
216,432
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
216,432
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
10

 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
SCOPIA PX INTERNATIONAL MASTER FUND LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
BERMUDA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,426,617
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,426,617
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,426,617
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.8%
14
TYPE OF REPORTING PERSON
 
PN

 
11

 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
SCOPIA LB LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
6,718
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
6,718
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,718
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
12

 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
SCOPIA CAPITAL GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,849,736
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,849,736
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,849,736
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.7%
14
TYPE OF REPORTING PERSON
 
OO

 
13

 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
SCOPIA CAPITAL MANAGEMENT LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC, AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,976,830
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,976,830
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,976,830
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.9%
14
TYPE OF REPORTING PERSON
 
OO

 
14

 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
MATTHEW SIROVICH
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
3,976,830
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,976,830
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,976,830
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.9%
14
TYPE OF REPORTING PERSON
 
IN

 
15

 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
JEREMY MINDICH
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
3,976,830
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,976,830
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,976,830
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.9%
14
TYPE OF REPORTING PERSON
 
IN

 
16

 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
CURT R. HARTMAN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
5,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
5,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN

 
17

 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
THEODORE E. MARTIN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,125
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,125
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,125
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN

 
18

 
CUSIP NO. 01449J105
 
The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated as follows:
 
The source of funds for the purchase of the Shares reported beneficially owned by Coppersmith Capital was the working capital of the respective purchasers (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business).  Securities positions which may be held in the margin accounts, including the Shares beneficially owned by Coppersmith Capital, may be pledged as collateral security for the repayment of debit balances in the margin accounts.
 
The Shares purchased by each of Scopia Long, Scopia QP LLC, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX International and Scopia LB and held in the Managed Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.
 
The aggregate purchase price of the 1,960,000 Shares beneficially owned by Coppersmith Capital is approximately $50,394,374, including brokerage commissions.
 
The aggregate purchase price of the 41,892 Shares beneficially owned by Scopia Long is approximately $1,074,201, excluding brokerage commissions.
 
The aggregate purchase price of the 41,043 Shares beneficially owned by Scopia QP LLC is approximately $1,049,165, excluding brokerage commissions.
 
The aggregate purchase price of the 1,180,678 Shares beneficially owned by Scopia PX is approximately $30,167,836, excluding brokerage commissions.
 
The aggregate purchase price of the 40,938 Shares beneficially owned by Scopia Partners is approximately $1,046,055, excluding brokerage commissions.
 
The aggregate purchase price of the 895,418 Shares beneficially owned by Scopia Windmill is approximately $22,925,429, excluding brokerage commissions.
 
The aggregate purchase price of the 216,432 Shares beneficially owned by Scopia International is approximately $5,523,288, excluding brokerage commissions.
 
The aggregate purchase price of the 1,426,617 Shares beneficially owned by Scopia PX International is approximately $36,513,875, excluding brokerage commissions.
 
The aggregate purchase price of the 6,718 Shares beneficially owned by Scopia LB is approximately $172,411, excluding brokerage commissions.
 
The aggregate purchase price of the 127,094 Shares held in the Managed Account is approximately $3,256,600, excluding brokerage commissions.
 
The Shares purchased by each of Messrs. Hartman and Martin were purchased with personal funds in open market purchases.  The aggregate purchase price of the 5,000 Shares beneficially owned by Mr. Hartman is $140,945. The aggregate purchase price of the 1,125 Shares beneficially owned by Mr. Martin is $30,804.
 
 
19

 
CUSIP NO. 01449J105
 
Item 4.
Purpose of the Transaction.
 
Item 4 is hereby amended to add the following:
 
On August 1, 2013, the Reporting Persons delivered a letter to the stockholders of the Issuer urging them to enhance board independence and accountability and follow the recommendation of the two leading proxy advisory firms, Institutional Shareholders Services Inc. (“ISS”) and Glass Lewis & Co. (“Glass Lewis”), by voting the BLUE proxy card to elect the Reporting Persons’ highly-qualified, independent nominees to the board of directors of the Issuer (the “Board”) at the upcoming annual meeting of stockholders of the Issuer (the “Annual Meeting”) next Wednesday, August 7, 2013.  The Reporting Persons cautioned fellow stockholders that despite the Issuer’s reported sequential improvements in the second quarter of 2013, lasting improvement requires long-term commitment to change and real accountability in the boardroom. The letter expressed skepticism over management’s reactionary promises to deliver improvements (several of which Coppersmith already proposed) seven days before the Annual Meeting and only after difficult meetings with investors and rejection by both ISS and Glass Lewis.  The Reporting Persons stated they were gratified by widespread support among fellow stockholders for real, dramatic change and accountability that has been desperately lacking at the Issuer for years.  The letter concluded that the debate between the Reporting Persons and the Issuer has always been about who is better equipped to demand answers to the tough questions that management has avoided for a decade: management’s handpicked nominees or independent stockholder representatives.  The Reporting Persons encouraged stockholders to send a message that pressure to perform does not end with the Annual Meeting by voting the BLUE proxy card to elect all three of the Reporting Persons’ nominees.
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a)-(c) are hereby amended and restated as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 81,337,864 Shares outstanding, as of June 14, 2013, which is the total number of Shares outstanding as reported in the Issuer’s definitive proxy statement in connection with the 2013 Annual Meeting filed with the Securities and Exchange Commission on June 26, 2013.
 
A.
Coppersmith Capital
 
 
(a)
Coppersmith Capital, as the Investment Manager of the Coppersmith Accounts, may be deemed the beneficial owner of the 1,960,000 Shares held in the Coppersmith Accounts.
 
Percentage: Approximately 2.4%
 
 
(b)
1. Sole power to vote or direct vote: 1,960,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,960,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Coppersmith Capital since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
 
20

 
CUSIP NO. 01449J105
 
B.
Mr. Lande
 
 
(a)
Mr. Lande, as a Managing Member of Coppersmith Capital, may be deemed the beneficial owner of the 1,960,000 Shares beneficially owned by Coppersmith Capital.
 
Percentage: Approximately 2.4%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 1,960,000
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 1,960,000

 
(c)
Mr. Lande has not engaged in any transaction in the Shares since the filing of Amendment No. 3 to the Schedule 13D. The transactions in the Shares by Coppersmith Capital since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
C.
Mr. Rosenblum
 
 
(a)
Mr. Rosenblum, as a Member of Coppersmith Capital, may be deemed the beneficial owner of the 1,960,000 Shares beneficially owned by Coppersmith Capital.
 
Percentage: Approximately 2.4%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 1,960,000
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 1,960,000

 
(c)
Mr. Rosenblum has not engaged in any transaction in the Shares since the filing of Amendment No. 3 to the Schedule 13D. The transactions in the Shares by Coppersmith Capital since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
D.
Scopia Long
 
 
(a)
As of the close of business on the date hereof, Scopia Long beneficially owned 41,892 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 41,892
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 41,892
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Scopia Long since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
 
21

 
CUSIP NO. 01449J105
 
E.
Scopia QP LLC
 
 
(a)
As of the close of business on the date hereof, Scopia QP LLC beneficially owned 41,043 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 41,043
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 41,043
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Scopia QP LLC since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
F.
Scopia PX
 
 
(a)
As of the close of business on the date hereof, Scopia PX beneficially owned 1,180,678 Shares.
 
Percentage: Approximately 1.5%
 
 
(b)
1. Sole power to vote or direct vote: 1,180,678
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,180,678
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Scopia PX since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
G.
Scopia Partners
 
 
(a)
As of the close of business on the date hereof, Scopia Partners beneficially owned 40,938 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 40,938
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 40,938
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Scopia Partners since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
H.
Scopia Windmill
 
 
(a)
As of the close of business on the date hereof, Scopia Windmill beneficially owned 895,418 Shares.
 
Percentage: Approximately 1.1%
 
 
22

 
CUSIP NO. 01449J105
 
 
(b)
1. Sole power to vote or direct vote: 895,418
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 895,418
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Scopia Windmill since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
I.
Scopia International
 
 
(a)
As of the close of business on the date hereof, Scopia International beneficially owned 216,432 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 216,432
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 216,432
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Scopia International since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
J.
Scopia PX International
 
 
(a)
As of the close of business on the date hereof, Scopia PX International beneficially owned 1,426,617 Shares.
 
Percentage: Approximately 1.8%
 
 
(b)
1. Sole power to vote or direct vote: 1,426,617
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,426,617
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Scopia PX International since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
K.           Scopia LB
 
 
(a)
As of the close of business on the date hereof, Scopia LB beneficially owned 6,718 Shares.
 
Percentage: Less than 1%
 
 
23

 
CUSIP NO. 01449J105
 
 
(b)
1. Sole power to vote or direct vote: 6,718
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 6,718
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Scopia LB since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
L.
Scopia Capital
 
 
(a)
Scopia Capital, as the Managing Member of each of Scopia Long, Scopia QP LLC, Scopia PX, Scopia Partners and Scopia LB, and the general partner of Scopia Windmill, Scopia International and Scopia PX International, may be deemed the beneficial owner of the: (i) 41,892 Shares owned by Scopia Long; (ii) 41,043 Shares owned by Scopia QP LLC; (iii) 1,180,678 Shares owned by Scopia PX; (iv) 40,938 Shares owned by Scopia Partners; (v) 6,718 Shares owned by Scopia LB; (vi) 895,418 Shares owned by Scopia Windmill; (vii) 216,432 Shares owned by Scopia International; and (viii) 1,426,617 Shares owned by Scopia PX International.
 
Percentage: Approximately 4.7%
 
 
(b)
1. Sole power to vote or direct vote: 3,849,736
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 3,849,736
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Scopia Capital has not entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D.  The transactions in the Shares on behalf of each of Scopia Long, Scopia QP LLC, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX International and Scopia LB since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
M.
Scopia Management
 
 
(a)
Scopia Management, as the Investment Manager of each of Scopia Long, Scopia QP LLC, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB and of the Managed Account, may be deemed the beneficial owner of the: (i) 41,892 Shares owned by Scopia Long; (ii) 41,043 Shares owned by Scopia QP LLC; (iii) 1,180,678 Shares owned by Scopia PX; (iv) 40,938 Shares owned by Scopia Partners; (v) 895,418 Shares owned by Scopia Windmill; (vi) 216,432 Shares owned by Scopia International; (vii) 1,426,617 Shares owned by Scopia PX International; (viii) 6,718 Shares owned by Scopia LB and (ix)  127,094 Shares held in the Managed Account.
 
Percentage: Approximately 4.9%
 
 
(b)
1. Sole power to vote or direct vote: 3,976,830
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 3,976,830
 
4. Shared power to dispose or direct the disposition: 0
 
 
24

 
CUSIP NO. 01449J105
 
 
(c)
Scopia Management has not directly entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D.  The transactions in the Shares on behalf of each of Scopia Long, Scopia QP LLC, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB and through the Managed Account since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
N.
Mr. Sirovich
 
 
(a)
Mr. Sirovich, as a Managing Director of the Managing Member of Scopia Management, may be deemed the beneficial owner of the: (i) 41,892 Shares owned by Scopia Long; (ii) 41,043 Shares owned by Scopia QP LLC; (iii) 1,180,678 Shares owned by Scopia PX; (iv) 40,938 Shares owned by Scopia Partners; (v) 895,418 Shares owned by Scopia Windmill; (vi) 216,432 Shares owned by Scopia International; (vii) 1,426,617 Shares owned by Scopia PX International; (viii) 6,718 Shares owned by Scopia LB and (ix)  127,094 Shares held in the Managed Account.
 
Percentage: Approximately 4.9%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 3,976,830
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 3,976,830

 
(c)
Mr. Sirovich has not entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D.  The transactions in the Shares on behalf of each of Scopia Long, Scopia QP LLC, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB and through the Managed Account since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
O.
Mr. Mindich
 
 
(a)
Mr. Mindich, as a Managing Director of the Managing Member of Scopia Management, may be deemed the beneficial owner of the: (i) 41,892 Shares owned by Scopia Long; (ii) 41,043 Shares owned by Scopia QP LLC; (iii) 1,180,678 Shares owned by Scopia PX; (iv) 40,938 Shares owned by Scopia Partners; (v) 895,418 Shares owned by Scopia Windmill; (vi) 216,432 Shares owned by Scopia International; (vii) 1,426,617 Shares owned by Scopia PX International; (viii) 6,718 Shares owned by Scopia LB and (ix)  127,094 Shares held in the Managed Account.
 
Percentage: Approximately 4.9%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 3,976,830
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 3,976,830
 
 
25

 
CUSIP NO. 01449J105

 
(c)
Mr. Mindich has not entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D.  The transactions in the Shares on behalf of each of Scopia Long, Scopia QP LLC, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB and through the Managed Account since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
P.
Mr. Hartman
 
 
(a)
As of the close of business on the date hereof, Mr. Hartman beneficially owns 5,000 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 5,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 5,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Mr. Hartman since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
Q.
Mr. Martin
 
 
(a)
As of the close of business on the date hereof, Mr. Martin beneficially owns 1,125 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 1,125
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,125
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Mr. Martin since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
An aggregate of 5,942,955 Shares, constituting approximately 7.3% of the Shares outstanding, are reported in this Schedule 13D.
 
The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Person.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is amended to add the following exhibit:
 
99.1 Letter to the Stockholders of Alere Inc., dated August 1, 2013.
 
 
26

 
CUSIP NO. 01449J105
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  August 2, 2013

 
COPPERSMITH CAPITAL MANAGEMENT, LLC
   
   
 
By:
/s/ Jerome J. Lande
   
Name:
Jerome J. Lande
   
Title:
Managing Member

   
   
 
/s/ Jerome J. Lande
 
JEROME J. LANDE, Individually and as Attorney-In-Fact for Curt R. Hartman and Theodore E. Martin

   
   
 
/s/ Craig Rosenblum
 
CRAIG ROSENBLUM
 
 
27

 
CUSIP NO. 01449J105
 
SCOPIA PARTNERS LLC
 
SCOPIA PARTNERS QP LLC
     
By:  Scopia Capital Management LLC, its Investment Manager
 
By:  Scopia Capital Management LLC, its Investment Manager
     
     
By:
/s/ Matthew Sirovich
 
By:
/s/ Matthew Sirovich
 
Name:
Matthew Sirovich
   
Name:
Matthew Sirovich
 
Title:
Managing Director of its Managing Member
   
Title:
Managing Director of its Managing Member
SCOPIA PX, LLC
 
SCOPIA LONG LLC
     
By:  Scopia Capital Management LLC, its Investment Manager
 
By:  Scopia Capital Management LLC, its Investment Manager
     
     
By:
/s/ Matthew Sirovich
 
By:
/s/ Matthew Sirovich
 
Name:
Matthew Sirovich
   
Name:
Matthew Sirovich
 
Title:
Managing Director of its Managing Member
   
Title:
Managing Director of its Managing Member

SCOPIA INTERNATIONAL MASTER FUND LP
 
SCOPIA PX INTERNATIONAL MASTER FUND LP
     
By:  Scopia Capital Management LLC, its Investment Manager
 
By:  Scopia Capital Management LLC, its Investment Manager
     
     
By:
/s/ Matthew Sirovich
 
By:
/s/ Matthew Sirovich
 
Name:
Matthew Sirovich
   
Name:
Matthew Sirovich
 
Title:
Managing Director of its Managing Member
   
Title:
Managing Director of its Managing Member

SCOPIA WINDMILL FUND, LP
 
SCOPIA LB LLC
     
By:  Scopia Capital Management LLC, its Investment Manager
 
By:  Scopia Capital Management LLC, its Investment Manager
     
     
By:
/s/ Matthew Sirovich
 
By:
/s/ Matthew Sirovich
 
Name:
Matthew Sirovich
   
Name:
Matthew Sirovich
 
Title:
Managing Director of its Managing Member
   
Title:
Managing Director of its Managing Member

 
28

 
CUSIP NO. 01449J105
 
 
SCOPIA CAPITAL GP LLC
   
 
By:
/s/ Matthew Sirovich
   
Name:
Matthew Sirovich
   
Title:
Manager
       
       
 
SCOPIA CAPITAL MANAGEMENT LLC
   
 
By:
/s/ Matthew Sirovich
   
Name:
Matthew Sirovich
   
Title:
Managing Director of its Managing Member
 

   
   
 
/s/ Matthew Sirovich
 
MATTHEW SIROVICH


   
   
 
/s/ Jeremy Mindich
 
JEREMY MINDICH
 
 
29

 
CUSIP NO. 01449J105

SCHEDULE A
 
Transactions in the Shares since the Filing of Amendment No. 3 to the Schedule 13D
 
Shares of Common Stock
Purchased/(Sold)
Price Per
Share($)
Date of
Purchase / Sale

COPPERSMITH CAPITAL MANAGEMENT, LLC

10,000
 
29.0142
07/25/2013

SCOPIA LONG LLC

130
 
28.6920
07/24/2013
103
 
28.4864
07/24/2013
1,067
 
28.9342
07/25/2013
8
 
29.0550
07/26/2013
1,266
 
29.0864
07/26/2013

SCOPIA PARTNERS QP LLC

127
 
28.6920
07/24/2013
101
 
28.4864
07/24/2013
1,042
 
28.9342
07/25/2013
8
 
29.0550
07/26/2013
1,237
 
29.0864
07/26/2013

SCOPIA PX, LLC

3,615
 
28.6920
07/24/2013
2,875
 
28.4864
07/24/2013
29,606
 
28.9342
07/25/2013
236
 
29.0550
07/26/2013
35,114
 
29.0864
07/26/2013

SCOPIA PARTNERS LLC

101
 
28.4864
07/24/2013
128
 
28.6920
07/24/2013
1,049
 
28.9342
07/25/2013
1,244
 
29.0864
07/26/2013
8
 
29.0550
07/26/2013

SCOPIA WINDMILL FUND, LP

2,207
 
28.4864
07/24/2013
2,775
 
28.6920
07/24/2013
22,729
 
28.9342
07/25/2013
26,957
 
29.0864
07/26/2013
181
 
29.0550
07/26/2013
 
 
 

 
CUSIP NO. 01449J105
 
SCOPIA INTERNATIONAL MASTER FUND LP

535
 
28.4864
07/24/2013
673
 
28.6920
07/24/2013
5,517
 
28.9342
07/25/2013
6,543
 
29.0864
07/26/2013
44
 
29.0550
07/26/2013

SCOPIA PX INTERNATIONAL MASTER FUND LP

3,459
 
28.4864
07/24/2013
4,346
 
28.6920
07/24/2013
35,557
 
28.9342
07/25/2013
42,166
 
29.0864
07/26/2013
289
 
29.0550
07/26/2013

SCOPIA LB LLC

23
 
28.6920
07/24/2013
18
 
28.4864
07/24/2013
193
 
28.9342
07/25/2013
1
 
29.0550
07/26/2013
230
 
29.0864
07/26/2013

SCOPIA CAPITAL MANAGEMENT LLC
(Through the Scopia Managed Account)

314
 
28.4864
07/24/2013
395
 
28.6920
07/24/2013
3,240
 
28.9342
07/25/2013
3,843
 
29.0864
07/26/2013
25
 
29.0550
07/26/2013

CURT HARTMAN

4,000
 
28.4060
07/24/2013

THEODORE MARTIN

200
 
29.0050
07/25/2013

EX-99.1 2 ex991to13da409158002_080113.htm LETTER TO STOCKHOLDERS ex991to13da409158002_080113.htm
Exhibit 99.1
 

 
Performance Requires Accountability: Vote to Enhance the Board’s Independence,
Not to Endorse Management’s Influence

Don’t Settle for the Promise of Change: Send the Message that Accountability
Does Not End at the Annual Meeting

Coppersmith’s Nominees Are Independent, Highly-Qualified and Endorsed by ISS and Glass Lewis

VOTE THE BLUE PROXY CARD TODAY TO ENSURE THAT PRESSURE TO PERFORM AND ACCOUNTABILITY ARE PERMANENT ADDITIONS TO ALERE’S CULTURE

Dear Fellow Alere Stockholder:

Coppersmith Capital Management, LLC and the other participants in its proxy solicitation own approximately 7.3% of Alere, Inc., having each individually purchased additional stock since our last 13D filing on July 10, 2013.  We have nominated three highly-qualified, independent candidates, Curt R. Hartman, Theodore E. Martin and Jerome J. Lande, for election to Alere’s board of directors (the “Board”) at the annual meeting of stockholders (the “Annual Meeting”) to be held next Wednesday, August 7, 2013. For the last nine months, Coppersmith has worked diligently to introduce real accountability and rigorous business analysis into Alere’s performance and strategy.  Along the way we have heard from many of our fellow stockholders who have expressed support for the change and accountability we are seeking at Alere, for which we are very grateful.

LASTING IMPROVEMENT REQUIRES REAL ACCOUNTABILITY INSIDE THE BOARDROOM

As long-term investors interested only in improving Alere’s performance, we are pleased by the sequential improvements in the 2nd quarter.  The results announced yesterday demonstrate the opportunities at Alere when a management team actually faces consequences for poor performance and bad strategy.  However, we caution our fellow stockholders to remember that one quarter does not make a trend and that reaping the ‘low-hanging-fruit’ is not a lasting turnaround.  Long-term improvement will take long-term commitment to change and an ability to face the harder choices that will come later.  These long-term challenges include the continued weakness in diagnostics organic growth (4.0% in the quarter and -0.8% over the last 12 months, including Triage, which has proved to be a recurring issue); operating margins which remain 550 basis points below 2009 levels; tepid new product revenues that continue to disappoint and the long-term role of Health Management, which reduced total company growth and operating margin in the 2nd quarter by approximately 120 and 300 basis points, respectively. These are complex issues which will require sober detachment from past strategies and the strongest possible Board to counter-balance management.  It is crucial that stockholders continue to demand accountability from Alere’s management and Board by electing Coppersmith’s nominees so that we can tackle Alere’s long-term challenges and create sustainable improvement.

DON’T BE FOOLED BY MANAGEMENT’S ‘DEATHBED CONVERSION’

We have always been firm believers in Alere’s potential, as much as we believe accountability and objective analysis are the ways to realize it.  Unfortunately, as all long-term investors know, Alere’s track record over the last ten years is littered with strategy reversals and unrealized promises of margin improvement, enhanced growth, lower leverage and realized synergies.  Under the harsh light of a proxy contest and only after poor feedback from stockholders and the endorsement of Coppersmith’s nominees by both leading proxy advisors, ISS and Glass Lewis, Alere management has undergone a ‘deathbed conversion’.  The result is more new promises to deliver improvements (several of which Coppersmith already proposed), such as a lower leverage target, more aggressive divestitures (including the consumer products joint venture and potentially components of Toxicology) and the introduction of partial margin targets.  We are rightfully skeptical.  Ask yourself: if Alere’s management and Board truly embraced these strategies of their own accord, why did they wait until 7 days before the Annual Meeting to announce them and only after difficult meetings with investors and rejection by both ISS and Glass Lewis?
 
 
 

 

In our conversations with you, Alere’s true owners, we have found broad agreement with our views on Alere’s performance and our proposed strategies to improve that performance.  In fact, we have found that most investors accept as a predicate that Alere needs dramatic change and that accountability has been desperately lacking for years.  Amazingly, the question we are asked most often is “how can you create these direly needed changes with only three of ten seats?”  We believe yesterday’s sudden strategic concessions by management demonstrate what can happen when asking the right questions is married to the power of real accountability.  We are still far from a fully-realized strategy for the maximization of value, and a little progress if allowed to breed complacency is a dangerous thing.  Pressure to perform from stockholders has started the ball rolling, but it will take more than promises to generate durable performance improvement and sustainable value enhancement.  Stockholder-driven accountability is working - we need your help to finish the job.

COPPERSMITH’S NOMINEES ARE TRULY INDEPENDENT OF MANAGEMENT AND CARE ONLY ABOUT RESULTS, NOT PRIDE OF AUTHORSHIP OR LEGACY

This debate has always been about who is better equipped to demand answers to the tough questions that management has avoided for a decade: management’s handpicked nominees or independent stockholder representatives.  Coppersmith’s nominees are not committed to any given strategy – only to the rigorous fact-based analysis of all available options to enhance stockholder value.  As independent nominees of major stockholders, the Coppersmith director candidates are focused on the issues that matter to all Alere stockholders: greater transparency and disclosure, strict ROIC-based decision-making, management accountability for operating underperformance and rigorous analysis of capital allocation and risk management.

We believe Alere stockholders should ask themselves which risk is greater: the risk promulgated by Alere that Coppersmith’s nominees, who are aligned only with stockholders and will represent a minority of the Board, will somehow “destroy long-term value”, or the risk that Alere’s management, if left unchecked, will continue to operate the way it has for a decade.  We believe the choice is clear: a vote for Coppersmith’s nominees is a vote to embrace accountability and objective decision-making, and your best insurance policy against a return to the status quo.  We encourage stockholders to send a message that pressure to perform does not end with the Annual Meeting by voting the BLUE proxy card to elect all three Coppersmith nominees.

 
Sincerely,
   
 
/s/ Jerome Lande
   
 
Jerome Lande


 
VOTE FOR THE MOST QUALIFIED SLATE OF DIRECTORS TO RESTORE AND ENHANCE THE VALUE OF YOUR ALERE INVESTMENT
 
PLEASE SIGN, DATE, AND MAIL THE BLUE PROXY CARD TODAY
 
 
2

 
 
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