-----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, Bj2E4Edf7dcwZu0eRCJEUFEDfh+85L6PzCH+gb8ErCOnyl6sycqJBC/MfJnWd39J boDvlPSKwz4tUuZOdUA01Q== 0000950152-05-006693.txt : 20050808 0000950152-05-006693.hdr.sgml : 20050808 20050808154529 ACCESSION NUMBER: 0000950152-05-006693 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050808 DATE AS OF CHANGE: 20050808 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIGHT RESOURCE CORP CENTRAL INDEX KEY: 0000895651 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 043181524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1225 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46979 FILM NUMBER: 051005909 BUSINESS ADDRESS: STREET 1: 100 JEFFREY AVENUE CITY: HOLLISTON STATE: MA ZIP: 01746 BUSINESS PHONE: 5084296916 MAIL ADDRESS: STREET 1: 100 JEFFREY AVENUE CITY: HOLLISTON STATE: MA ZIP: 01746 FORMER COMPANY: FORMER CONFORMED NAME: NEWVISION TECHNOLOGY INC DATE OF NAME CHANGE: 19940224 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORSI MAZZUCCHELLI S.p.A. CENTRAL INDEX KEY: 0001141742 IRS NUMBER: 000000000 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: VIA MAZZUCCHELLI 7 CITY: CASTIGLIONE OLONA STATE: L6 ZIP: 21043 BUSINESS PHONE: 0113522627371 MAIL ADDRESS: STREET 1: VIA MAZZUCCHELLI 7 CITY: CASTIGLIONE OLONA STATE: L6 ZIP: 21043 FORMER COMPANY: FORMER CONFORMED NAME: LA SESTA S A DATE OF NAME CHANGE: 20010531 SC 13D 1 l15491asc13d.txt SIGHT RESOURCE CORPORATION/ORSI MAZZUCCHELLI SPA/SC 13D ORSI MAZZUCCHELLI SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)(1) Sight Resource Corporation -------------------------- (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------- (Title of Class of Securities) 82655N105 --------- (CUSIP Number) David A. Newberg, Esq. Collier, Halpern, Newberg, Nolletti & Bock, LLP One North Lexington Avenue White Plains, NY 10601 (914) 684-6800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 3, 2005 -------------- (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 Rule 13d-1(e), 13d-1(f), or 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 Rule 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 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 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. 82655N105 13D Page 2 of 11 Pages 1 NAME OF REPORTING PERSON ORSI MAZZUCCHELLI S.P.A.(1) I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) 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 Italy NUMBER OF 7 SOLE VOTING POWER 7,380,511 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER 7,380,511 REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,380,511 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.6% 14 TYPE OF REPORTING PERSON (See Instructions) CO
- ------------------- (1) Successor by merger to La Sesta S.p.A. 2 CUSIP No. 82655N105 13D Page 3 of 11 Pages ITEM 1. SECURITY AND ISSUER. The title of the class of equity securities to which this Schedule 13D (the "Statement") relates is common stock, par value $.01 per share ("Common Stock"), of Sight Resource Corporation, a Delaware corporation ("SRC"). The principal executive offices of SRC are located at 8100 Beckett Center Drive, West Chester, OH 45069. ITEM 2. IDENTITY AND BACKGROUND. This Statement is being filed by Orsi Mazzucchelli S.p.A. ("Orsi Mazzucchelli") (the "Reporting Person"), which is the successor by merger to La Sesta S.p.A, an Italian company, the successor to LaSesta, S.A., a Luxembourg company ("La Sesta"). Mr. Marco Brustio is the managing director of Orsi Mazzucchelli and Mr. Brustio's spouse owns 33% of Orsi Mazzucchelli. Orsi Mazzucchelli is an Italian corporation. Its business address is via Mazzucchelli 7, 21043 Castiglione Olona, Varese, Italy. Its principal business is an investment holding company. During the last five years, Orsi Mazzucchelli has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors. During the last five years, Orsi Mazzucchelli has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Orsi Mazzucchelli holds 7,380,511 shares of Common Stock of SRC. Such shares (or the shares of eyeshop.com inc. which were converted into shares of SRC in connection with the acquisition of eyeshop.com inc by SRC) were acquired by Orsi Mazzucchelli or its precessor, La Sesta, through the use of working capital. ITEM 4. PURPOSE OF TRANSACTION. (a) Of the shares of Common Stock of SRC held by Orsi Mazzucchelli, 2,980,511 were acquired in connection with (i) the acquisition of eyeshop.com inc by SRC and (ii) the related direct purchase of shares from SRC. Information with regard to those transactions appears in Item 4 to the Schedule 13D of La Sesta and certain other parties dated June 4, 2001 and filed with the Securities and Exchange Commission ("SEC") on that date. Such information is hereby incorporated by reference. (b) An additional 3,000,000 shares of Common Stock held by Orsi Mazzucchelli were acquired by La Sesta pursuant to a Common Stock Purchase Agreement (the "Purchase Agreement") dated December 31, 2002 among SRC, Carlyle Venture Partners, L.P., 3 CUSIP No. 82655N105 13D Page 4 of 11 Pages Carlyle U.S. Venture Partners, L.P., C/S Venture Investors, L.P., Carlyle Venture Coinvestment, L.L.C (Carlyle Venture Partners, L.P., Carlyle U.S. Venture Partners, L.P., C/S Venture Investors, L.P. and Carlyle Venture Coinvestment, L.L.C. are sometimes collectively referred to herein as the "Carlyle Entities"), E. Dean Butler, Excalibur Investments B.V. ("Excalibur") and La Sesta. The shares were sold and purchased in a private placement at a purchase price of $.20 per share. Information with regard to those transactions appears in Item 4 to Amendment 1 to the Schedule 13D of La Sesta filed with the SEC on January 10, 2003. Such information is hereby incorporated by reference. (c) In conjunction with the Stock Purchase Agreement, on December 31, 2002, Mr. Dino Tabacchi, La Sesta, and the Carlyle Entities entered into a Put and Right of First Refusal Agreement (the "Put Agreement"). Under the Put Agreement, the Carlyle Entities were granted the right to require Mr. Tabacchi and La Sesta or their permitted assigns to purchase from the Carlyle Entities an aggregate of up to 7,000,000 shares of Common Stock of SRC at the purchase price, in the amounts, during the periods and on the terms set forth in the Put Agreement. Of the 7,000,000 shares, Mr. Tabacchi (and his permitted assigns) may be required to purchase up to 5,600,000 shares (subject to the further limitation that the aggregate purchase price shall not exceed $4,000,000), and La Sesta (and its permitted assigns) may be required to purchase up to 1,400,000 shares (subject to the further limitation that the aggregate purchase price shall not exceed $1,000,000). On each of June 30, 2003 and May 6, 2004, the Carlyle Entities exercised their respective rights to require Mr. Tabacchi and La Sesta to purchase 2,333,333 shares of Common Stock of SRC, at a purchase price of $.20 per share. On August 3, 2005, the Carlyle Entities entered into a Closing Agreement with each of Orsi Mazzucchelli and Mr. Tabacchi pursuant to which the Carlyle Entities exercised their respective rights to require Orsi Mazzucchelli, as successor to La Sesta, and Mr. Tabacchi to purchase the final 2,333,334 shares of Common Stock of SRC subject to the Put Agreement at a purchase price of $.25 per share. The following table summarizes the exercises by the Carlyle Entities of their rights under the Put Agreement:
Number of Shares Number of Shares Carlyle Entity Put to Mr. Tabacchi Put to La Sesta/Orsi Mazzucchelli - --------------- --------------------------------- ---------------------------------- June 30, May 6, August 3, June 30, May 6, August 3, 2003 2004 2005 2003 2004 2005 --------- --------- --------- -------- --------- ----------- Carlyle Venture 1,317,049 1,317,049 1,317,049 329,262 329,262 329,264 Partners, L.P. Carlyle U.S. 174,675 174,675 174,676 43,669 43,669 43,668 Venture Partners, L.P. C/S Venture 268,972 268,972 268,973 67,243 67,243 67,243 Investors, L.P. Carlyle Venture 105,970 105,970 105,970 26,493 26,493 26,491 Coinvestment, L.L.C TOTALS 1,866,666 1,866,666 1,866,668 466,667 466,667 466,666
4 CUSIP No. 82655N105 13D Page 5 of 11 Pages In accordance with such exercises, La Sesta purchased an additional 466,667 shares of Common Stock of SRC at $.20 per share, on each of September 17, 2003 and May 6, 2004, and Orsi Mazzucchelli, as successor to La Sesta, purchased an additional 466,666 shares for $.25 per share on August 3, 2005, for a total of 1,400,000 shares. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Orsi Mazzucchelli owns 7,380,511 shares of Common Stock of SRC, constituting 14.6% of all shares outstanding. Orsi Mazzucchelli has sole power to vote or to direct the vote of, and to dispose or direct the disposition of, all shares owned by it. Other than as described in this Statement, no transactions in shares of Common Stock of SRC were effected during the past 60 days by Orsi Mazzucchelli. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. (a) Information with respect to contracts, arrangements, understandings or relationships relating to the shares of Common Stock of SRC acquired by La Sesta in connection with the acquisition of eyeshop.com inc by SRC appears in Item 6 of the Schedule 13D of La Sesta and certain other parties dated June 4, 2001 and filed with the SEC on that date. Such information is hereby incorporated by reference. (b) On December 31, 2002, Mr. Dino Tabacchi, La Sesta, and the Carlyle Entities entered into a Put and Right of First Refusal Agreement (the "Put Agreement"). Under the Put Agreement, the Carlyle Entities were granted the right to require Mr. Tabacchi and La Sesta or their permitted assigns to purchase from the Carlyle Entities an aggregate of up to 7,000,000 shares of Common Stock of SRC at the purchase price, in the amounts, during the periods and on the terms set forth in the Put Agreement. Of the 7,000,000 shares, Mr. Tabacchi (and his permitted assigns) may be required to purchase up to 5,600,000 shares (subject to the further limitation that the aggregate purchase price shall not exceed $4,000,000), and La Sesta (and its permitted assigns) may be required to purchase up to 1,400,000 shares (subject to the further limitation that the aggregate purchase price shall not exceed $1,000,000). On June 30, 2003, the Carlyle Entities exercised their respective rights to require Mr. Tabacchi and La Sesta to purchase 2,333,333 shares of Common Stock of SRC at $.20 per share. The purchase and sale of such shares was effective September 17, 2003. On May 6, 2004, the Carlyle Entities exercised their respective rights to require Mr. Tabacchi and La Sesta to purchase an additional 2,333,333 shares of Common Stock of SRC at $.20 per share. This transaction was effective May 6, 2004. On August 3, 2005, the Carlyle Entities exercised their respective rights to require Mr. Tabacchi and Orsi Mazzucchelli, as successor to La Sesta, to purchase an additional 2,333,334 shares of Common Stock of SRC at $.25 per share (the "Final Option"). This transaction was effective August 3, 2005. Mr. Tabacchi assigned his rights and obligations with respect to each such exercise to Excalibur. 5 CUSIP No. 82655N105 13D Page 6 of 11 Pages The Put Agreement also granted to Mr. Tabacchi and La Sesta the right to purchase shares that the Carlyle Entities proposed to sell to a third party on terms no less favorable than those offered by the third party purchaser. (c) On August 3, 2005, each of Orsi Mazzucchelli, as successor to La Sesta, on one hand, and Excalibur and Mr. Tabacchi, on the other hand, entered into a Closing Agreement with the Carlyle Entities pursuant to which the Carlyle Entities exercised their respective Final Options under the Put Agreement and the parties released each other from any claims relating to the Put Agreement. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Common Stock Purchase Agreement dated as of December 30, 2002 (incorporated by reference from Exhibit 10.39 to SRC's Current Report on Form 8-K dated January 9, 2003 and filed with the SEC on January 10, 2003). Exhibit 2 Put and Right of First Refusal Agreement dated as of December 31, 2002 (incorporated by reference from Exhibit 2 to Amendment 1 to the Schedule 13D of La Sesta S.A. dated December 31, 2002 and filed with the SEC on January 10, 2003). Exhibit 3 Items 4 and 6 of the Schedule 13D of La Sesta S.A. and certain other parties dated June 4, 2001 and filed with the SEC on that date. Exhibit 4 Items 4 and 6 of Amendment No. 1 to the Schedule 13D of La Sesta S.A. dated December 31, 2002 and filed with the SEC on January 10, 2003. Exhibit 5 Closing Agreement dated August 3, 2005 among Carlyle Venture Partners, L.P., C/S Venture Investors, L.P., Carlyle U. S. Venture Partners, L.P., Carlyle Venture Coinvestment, L.L.C., Marco Brustio, and Orsi Mazzucchelli S.p.A. Exhibit 6 Power of Attorney of Orsi Mazzucchelli, S.p.A. 6 CUSIP No. 82655N105 13D Page 7 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. Date: August 4, 2005 /s/ David A. Newberg ------------------------------------- David A. Newberg, as Attorney-In-Fact for Orsi Mazzucchelli, S.p.A, pursuant to Power of Attorney filed herewith 7 EX-5 2 l15491aexv5.txt EXHIBIT 5 EXHIBIT 5 CLOSING AGREEMENT (Marco Brustio, La Sesta S.A. and Orsi Mazzucchelli S.p.A.) Reference is made to that certain Put and Right of First Refusal Agreement, made and entered into as of the 31st day of December, 2002 (the "Agreement"), by and among Dino Tabacchi ("Tabacchi"), La Sesta S.A., a Luxembourg company ("La Sesta"), and Carlyle Venture Partners, L.P. ("CVP"), C/S Venture Investors, L.P. ("C/S"), Carlyle U.S. Venture Partners, L.P. ("CUS") and Carlyle Venture Coinvestment, L.L.C. (collectively with CVP, C/S and CUS, "Carlyle"). Reference also is made to the fact that Carlyle has sold and Excalibur Investments B.V. (as Tabacchi's assignee) and La Sesta have purchased an aggregate of 4,666,666 shares of Common Stock pursuant to the terms of Article II (Put Rights) of the Agreement. Marco Brustio ("Brustio"), Orsi Mazzucchelli S.p.A. ("Orsi"), as successor by merger to La Sesta, and Carlyle hereby agree as follows: 1. The parties agree that, notwithstanding any provisions of the Agreement to the contrary, Carlyle shall sell and La Sesta shall purchase an aggregate of 466,667 shares of Common Stock for an aggregate purchase price of $116,666.50 reflecting a price per share of $.25 (such transaction along with the purchase by Excalibur Investments B.V. (as Tabacchi's assignee) of 1,866,668 shares of Common Stock for $466,667 being referred to herein as the "Final Sale"). A Closing Agenda, which includes a list of documents to be executed in connection with the closing of the Final Sale, is attached as Exhibit A. 2. The parties desire to extricate themselves from any further obligation under the Agreement, including any past, present or future claims of any nature arising out of the Agreement, by executing and delivering the following mutual release provisions: Carlyle Release of Brustio and La Sesta. Carlyle, on behalf of itself, and, as applicable, its present and former members, partners, shareholders, principals, employees, agents, representatives, attorneys, officers, directors, subsidiaries, affiliates, successors, and/or assigns, each do hereby relieve, release and forever discharge Brustio, La Sesta and Orsi, and, as applicable, his or its present and former members, partners, shareholders, principals, employees, agents, representatives, attorneys, officers, directors, subsidiaries, affiliates, successors, and/or assigns, and each of them, of and from any and all damages, debts, claims, demands, liabilities, obligations, causes of action and rights, attorneys' fees, costs and expenses of every nature, character and description, whether known or unknown, either now accrued or hereafter maturing, which each respective releasing party may have had or claims to have had or now has or claims to have, or hereafter may have or assert to have, arising out of, or relating to the Agreement. Brustio, La Sesta and Orsi Release of Carlyle. Brustio, La Sesta and Orsi, on behalf of himself and itself, and, as applicable, his or its present and former members, partners, shareholders, principals, employees, agents, representatives, attorneys, officers, directors, subsidiaries, affiliates, successors, and/or assigns, each do hereby relieve, release and forever discharge Carlyle, and, as applicable, its present and former members, partners, shareholders, principals, employees, agents, representatives, attorneys, officers, directors, subsidiaries, affiliates, successors, and/or assigns, and each of them, of and from any and all damages, debts, claims, demands, liabilities, obligations, causes of action and rights, attorneys' fees, costs and expenses of every nature, character and description, whether known or unknown, either now accrued or hereafter maturing, which each respective releasing party may have had or claims to have had or now has or claims to have, or hereafter may have or asserts to have, arising out of, or relating to the Agreement, other than the obligations of Carlyle set forth in paragraph 3 of this Closing Agreement. 3. Reasonably promptly upon the closing of the Final Sale, Carlyle agrees to (i) cause all necessary stock certificates, documents and opinions of counsel within Carlyle's control to be delivered to the transfer agent for Sight Resource Corporation and (ii) use reasonable commercial efforts to cause all necessary documents within the control of third parties to be delivered to the transfer agent for Sight Resource Corporation, all such actions intended to effect the issuance of a share certificate in the amount of 466,667 shares of Common Stock to Orsi as the holder thereof. 4. This Closing Agreement is executed and delivered in connection with, and its terms are effective only upon, the closing of the Final Sale. 5. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Agreement. Each of the parties hereto has caused this Closing Agreement to be duly executed by himself or itself or its duly authorized officer or representative as of August 3, 2005. CARLYLE VENTURE PARTNERS, L.P. By: TCG Ventures, Ltd.; its general partner /s/ Marco Brustio By /s/ Daniel A. D'Aniello - ----------------------------- ------------------------------------ Marco Brustio Name: Daniel A. D'Aniello Title: Managing Director 2 ORSI MAZZUCCHELLI S.P.A., C/S VENTURE INVESTORS, L.P. AS SUCCESSOR BY MERGER TO LA SESTA S.P.A., SUCCESSOR BY By: TCG Ventures, Ltd.; its general partner BY MERGER TO LA SESTA S.A. By /s/ Marco Brustio By /s/ Daniel A. D'Aniello ----------------------- ------------------------------ Name: Marco Brustio Name: Daniel A. D'Aniello Title: Managing Director Title: Managing Director CARLYLE U.S. VENTURE PARTNERS, L.P. By: TCG Ventures, L.L.C.; its general partner By: TCG Holdings, L.L.C.; its manager By /s/ Daniel A. D'Aniello ------------------------------- Name: Daniel A. D'Aniello Title: Managing Director CARLYLE VENTURE COINVESTMENT, L.L.C. By: TCG Ventures, L.L.C.; its general partner By: TCG Holdings, L.L.C.; its manager By /s/ Daniel A. D'Aniello ------------------------------ Name: Daniel A. D'Aniello Title: Managing Director 3 EX-99.6 3 l15491aexv99w6.txt EXHIBIT 6 POWER OF ATTORNEY The undersigned hereby constitutes and appoints David A. Newberg as the undersigned's true and lawful attorney-in-fact to: 1. Execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director, and/or shareholder of Sight Resource Corporation (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Act") and the rules thereunder. 2. Execute for and on behalf of the undersigned, in the undersigned's capacity as a shareholder of the Company and/or in the undersigned's capacity as an executive officer or controlling shareholder of any corporation or entity that is a shareholder of the Company, Schedules 13D and 13G, and any amendments thereto or agreements relating to "group" filings thereof, in accordance with Sections 13(d) and 13(g) of the Act and the rules thereunder. 3. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, or Schedule 13D or 13G (including without limitation executing Form ID and obtaining CIK, CCC and other codes and passwords), and timely file such Forms and Schedules with the Securities and Exchange Commission and any stock exchange or similar authority. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 or 16 of the Act. This Power of Attorney shall remain in full force and effect until the undersigned (and any such entity for which the undersigned is an executive officer or controlling shareholder) is no longer required to file Forms 3, 4 and 5, and Schedules 13D or 13G, with respect to the undersigned's (or such entity's) holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN TESTIMONY WHEREOF, the undersigned has caused this Power of Attorney to be executed this 2nd day of August, 2005. ORSI MAZZUCCHELLI S.P.A. By /s/ Marco Brustio ------------------------- Name: Marco Brustio Title: Director 4 -----END PRIVACY-ENHANCED MESSAGE-----