-----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, KE2vigYx6PKHVDWsr4P+YBWYf2bK1R6eqFhQrkPyvCGmKHmmZWg5c9/rhLVB+cnr 41HMrBiUgJkdizAZiswMRw== 0000902664-06-002731.txt : 20061215 0000902664-06-002731.hdr.sgml : 20061215 20061215121940 ACCESSION NUMBER: 0000902664-06-002731 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061215 DATE AS OF CHANGE: 20061215 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOVADO GROUP INC CENTRAL INDEX KEY: 0000072573 STANDARD INDUSTRIAL CLASSIFICATION: WATCHES, CLOCKS, CLOCKWORK OPERATED DEVICES/PARTS [3873] IRS NUMBER: 132595932 STATE OF INCORPORATION: NY FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-46671 FILM NUMBER: 061279458 BUSINESS ADDRESS: STREET 1: 650 FROM ROAD CITY: PARAMUS STATE: NJ ZIP: 07652 BUSINESS PHONE: 201-267-8000 MAIL ADDRESS: STREET 1: 650 FROM ROAD CITY: PARAMUS STATE: NJ ZIP: 07652 FORMER COMPANY: FORMER CONFORMED NAME: NORTH AMERICAN WATCH CORP DATE OF NAME CHANGE: 19930916 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GLG Partners LP CENTRAL INDEX KEY: 0001289643 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1 CURZON STREET CITY: LONDON STATE: X0 ZIP: W1J 5HB BUSINESS PHONE: 44 20 7016 7000 MAIL ADDRESS: STREET 1: 1 CURZON STREET CITY: LONDON STATE: X0 ZIP: W1J 5HB SC 13G 1 sc13g.txt MOVADO GROUP, INC. CUSIP No. 624580106 13G Page 1 of 14 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13G Under the Securities Exchange Act of 1934 Movado Group, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 624580106 (CUSIP Number) December 5, 2006 (Date of Event Which Requires Filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) - ---------------- *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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes 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). Page 1 of 12 Pages CUSIP No. 624580106 13G Page 2 of 14 Pages - ---------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) GLG Partners LP - ----------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ----------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom - ----------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES -------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 955,389 Shares OWNED BY -------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------- PERSON WITH: (8) SHARED DISPOSITIVE POWER 955,389 Shares - ----------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 955,389 Shares - ----------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ----------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.01% - ----------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - ----------------------------------------------------------------------- CUSIP No. 624580106 13G Page 3 of 14 Pages - ----------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) GLG Partners Limited - ----------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ----------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom - ----------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES -------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 955,389 Shares OWNED BY -------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------- PERSON WITH: (8) SHARED DISPOSITIVE POWER 955,389 Shares - ----------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 955,389 Shares - ----------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ----------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.01% - ----------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, HC - ----------------------------------------------------------------------- CUSIP No. 624580106 13G Page 4 of 14 Pages - ----------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Noam Gottesman - ----------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ----------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES -------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 955,389 Shares OWNED BY -------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------- PERSON WITH: (8) SHARED DISPOSITIVE POWER 955,389 Shares - ----------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 955,389 Shares - ----------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ----------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.01% - ----------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN, HC - ----------------------------------------------------------------------- CUSIP No. 624580106 13G Page 5 of 14 Pages - ----------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Pierre Lagrange - ----------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ----------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Belgium - ----------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES -------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 955,389 Shares OWNED BY -------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------- PERSON WITH: (8) SHARED DISPOSITIVE POWER 955,389 Shares - ----------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 955,389 Shares - ----------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ----------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.01% - ----------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN, HC - ----------------------------------------------------------------------- CUSIP No. 624580106 13G Page 6 of 14 Pages (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Emmanuel Roman - ----------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ----------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION France - ----------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES -------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 955,389 Shares OWNED BY -------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------- PERSON WITH: (8) SHARED DISPOSITIVE POWER 955,389 Shares - ----------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 955,389 Shares - ----------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ----------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.01% - ----------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN, HC - ----------------------------------------------------------------------- CUSIP No. 624580106 13G Page 7 of 14 Pages Item 1. (a) Name of Issuer Movado Group, Inc., a New York corporation (the "Company"). (b) Address of Issuer's Principal Executive Offices 650 From Road Paramus, NJ 07652 Item 2(a). Name of Person Filing This statement is filed by the entities and persons listed below, who are collectively referred to herein as "Reporting Persons," with respect to Shares (as defined in Item 2(d) below) of the Company: INVESTMENT MANAGER (i) GLG Partners, LP (the "Investment Manager"), with respect to the Shares held by certain funds to which the Investment Manager serves as investment manager (collectively, the "GLG Funds"). GENERAL PARTNER (ii) GLG Partners Limited (the "General Partner"), which serves as the general partner of the Investment Manager, with respect to the Shares held by each of the GLG Funds. REPORTING INDIVIDUALS (iii) Mr. Noam Gottesman ("Mr. Gottesman"), with respect to the Shares held by each of the GLG Funds. (iv) Mr. Pierre Lagrange ("Mr. Lagrange"), with respect to the Shares held by each of the GLG Funds. (v) Mr. Emmanuel Roman ("Mr. Roman"), with respect to the Shares held by each of the GLG Funds. Mr. Gottesman, Mr. Lagrange and Mr. Roman are collectively referred to as the "Reporting Individuals." The Investment Manager serves as the investment manager to each of the GLG Funds. The General Partner serves as the general partner to the Investment Manager. Each of the Reporting Individuals is a Managing Director of the General Partner. Item 2(b). Address of Principal Business Office or, if none, Residence The address of the principal business office of each of the Reporting Persons is: c/o GLG Partners LP 1 Curzon Street London W1J 5HB United Kingdom CUSIP No. 624580106 13G Page 8 of 14 Pages Item 2(c). Citizenship Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. Item 2(d) Title of Class of Securities Common Stock, $0.01 par value per share (the "Shares") Item 2(e) CUSIP Number 624580106 Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The Company's most recent current report on Form 10-Q that was filed on December 12, 2006, indicates there were 19,077,906 Shares outstanding as of November 30, 2006. The Investment Manager, which serves as the investment manager to each of the GLG Funds, may be deemed to be the beneficial owner of all Shares CUSIP No. 624580106 13G Page 9 of 14 Pages owned by the GLG Funds. The General Partner, as general partner to the Investment Manager, may be deemed to be the beneficial owner of all Shares owned by the GLG Funds. Each of the Reporting Individuals, as a Managing Director of the General Partner with the power to exercise investment discretion, may be deemed to be the beneficial owner of all Shares owned by the GLG Funds. Each of the Investment Manager, the General Partner, and the Reporting Individuals hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein. Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] Item 6. Ownership of More than Five Percent on Behalf of Another Person Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company Not applicable. Item 8. Identification and Classification of Members of the Group See Exhibit I. Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Exhibits: Exhibit I: Joint Filing Agreement, dated as of December 15, 2006, by and among GLG Partners LP, GLG Partners Limited, Noam Gottesman, Pierre Lagrange and Emmanuel Roman. Exhibit II: Power of Attorney of Noam Gottesman dated December 8, 2006. Exhibit III: Power of Attorney of Pierre Lagrange dated December 7, 2006. Exhibit IV: Power of Attorney of Emmanuel Roman dated December 7, 2006. CUSIP No. 624580106 13G Page 10 of 14 Pages SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: December 15, 2006 GLG PARTNERS LIMITED GLG PARTNERS LP By: GLG Partners Limited, as its General Partner /s/ Emmanuel Roman - --------------------------------- Name: Emmanuel Roman Title: Attorney-in-Fact for Noam Gottesman, Managing Director /s/ Emmanuel Roman --------------------------------- Name: Emmanuel Roman Title: Attorney-in-Fact for /s/ Victoria Parry Noam Gottesman, Managing Director - --------------------------------- Name: Victoria Parry Title: Senior Legal Counsel /s/ Victoria Parry --------------------------------- Name: Victoria Parry Title: Senior Legal Counsel /s/ Emmanuel Roman - --------------------------------- Emmanuel Roman, individually and on behalf of Noam Gottesman and Pierre Lagrange CUSIP No. 624580106 13G Page 11 of 14 Pages EXHIBIT I JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Shares is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated as of December 15, 2006 GLG PARTNERS LIMITED GLG PARTNERS LP By: GLG Partners Limited, as its General Partner /s/ Emmanuel Roman - --------------------------------- Name: Emmanuel Roman Title: Attorney-in-Fact for Noam Gottesman, Managing Director /s/ Emmanuel Roman --------------------------------- Name: Emmanuel Roman Title: Attorney-in-Fact for /s/ Victoria Parry Noam Gottesman, Managing Director - --------------------------------- Name: Victoria Parry Title: Senior Legal Counsel /s/ Victoria Parry --------------------------------- Name: Victoria Parry Title: Senior Legal Counsel /s/ Emmanuel Roman - --------------------------------- Emmanuel Roman, individually and on behalf of Noam Gottesman and Pierre Lagrange CUSIP No. 624580106 13G Page 12 of 14 Pages EXHIBIT II POWER OF ATTORNEY The undersigned hereby makes, constitutes, and appoints each of Pierre Lagrange and Emmanuel Roman, acting individually, as my agent and attorney-in-fact for the purpose of executing all Ownership Disclosure Documents (a) in my personal capacity or (b) in my capacity as equity holder or officer of GLG Partners Limited, GLG Partners LP, and each affiliate or entity advised by GLG Partners LP. The term "Ownership Disclosure Documents" means all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement that relate to the acquisition, ownership, management, or disposition of securities, futures contracts, or other investments, including without limitation all documents relating to filings with the Commodity Futures Trading Commission, the National Futures Association, or the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations promulgated thereunder (including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Exchange Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Exchange Act). All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me in writing. IN WITNESS WHEREOF, I have executed this instrument on December 8, 2006. NOAM GOTTESMAN /s/ Noam Gottesman - --------------------------------- Signature /s/ George Chang - --------------------------------- Witness CUSIP No. 624580106 13G Page 13 of 14 Pages EXHIBIT III POWER OF ATTORNEY The undersigned hereby makes, constitutes, and appoints each of Noam Gottesman and Emmanuel Roman, acting individually, as my agent and attorney-in-fact for the purpose of executing all Ownership Disclosure Documents (a) in my personal capacity or (b) in my capacity as equity holder or officer of GLG Partners Limited, GLG Partners LP, and each affiliate or entity advised by GLG Partners LP. The term "Ownership Disclosure Documents" means all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement that relate to the acquisition, ownership, management, or disposition of securities, futures contracts, or other investments, including without limitation all documents relating to filings with the Commodity Futures Trading Commission, the National Futures Association, or the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations promulgated thereunder (including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Exchange Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Exchange Act). All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me in writing. IN WITNESS WHEREOF, I have executed this instrument on December 7, 2006. PIERRE LAGRANGE /s/ Pierre Lagrange - --------------------------------- Signature /s/ George Chang - --------------------------------- Witness CUSIP No. 624580106 13G Page 14 of 14 Pages EXHIBIT IV POWER OF ATTORNEY The undersigned hereby makes, constitutes, and appoints each of Noam Gottesman and Pierre Lagrange, acting individually, as my agent and attorney-in-fact for the purpose of executing all Ownership Disclosure Documents (a) in my personal capacity or (b) in my capacity as equity holder or officer of GLG Partners Limited, GLG Partners LP, and each affiliate or entity advised by GLG Partners LP. The term "Ownership Disclosure Documents" means all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement that relate to the acquisition, ownership, management, or disposition of securities, futures contracts, or other investments, including without limitation all documents relating to filings with the Commodity Futures Trading Commission, the National Futures Association, or the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations promulgated thereunder (including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Exchange Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Exchange Act). All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me in writing. IN WITNESS WHEREOF, I have executed this instrument on December 7, 2006. EMMANUEL ROMAN /s/ Emmanuel Roman - --------------------------------- Signature /s/ George Chang - --------------------------------- Witness -----END PRIVACY-ENHANCED MESSAGE-----