-----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, VUrxksUn3bi9f0eVbchPZAnZIgdTV+CGPe4nDsAl8tAb5czfzkxSDqXQ7nDr8Mab RsRNhVbPS7+ErxfE5cXFxA== 0001193125-09-001796.txt : 20090106 0001193125-09-001796.hdr.sgml : 20090106 20090106163908 ACCESSION NUMBER: 0001193125-09-001796 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090106 DATE AS OF CHANGE: 20090106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VOSS DOUGLAS G CENTRAL INDEX KEY: 0000938547 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: GREAT LAKES AVIATION LTD STREET 2: 7900 XERXES AVENUE SOUTH CITY: BLOOMINGTON STATE: MN ZIP: 55431 MAIL ADDRESS: STREET 1: GREAT LAKES AVIATION LTD STREET 2: 7900 XERXES AVE SOUTH CITY: BLOOMINGTON STATE: MN ZIP: 55431 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GREAT LAKES AVIATION LTD CENTRAL INDEX KEY: 0000914397 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 411135319 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45589 FILM NUMBER: 09510441 BUSINESS ADDRESS: STREET 1: 1022 AIRPORT DRIVE CITY: CHEYENNE STATE: WY ZIP: 82001 BUSINESS PHONE: 3074324000 MAIL ADDRESS: STREET 1: 1022 AIRPORT DRIVE CITY: CHEYENNE STATE: WY ZIP: 82001 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 7 Schedule 13D Amendment No. 7

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))

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

 

 

Great Lakes Aviation, Ltd.

(Name of Issuer)

 

 

Common Stock

(Title of Class of Securities)

 

 

39054K 10 8

(CUSIP Number)

 

 

Dennis L. Knoer, Esq.

Briggs and Morgan, P.A.

2200 IDS Center

80 South Eighth Street

Minneapolis, Minnesota 55402

(612) 977-8400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

December 30, 2008

(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.

 

 

*   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. 39054K 10 8    13D    Page 2 of 6 Pages

 

  1  

NAME OF REPORTING PERSONS

 

            Douglas G. Voss

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨

(b)  ¨

    
  3  

SEC USE ONLY

 

    
  4  

SOURCE OF FUNDS (See Instructions)

 

            PF

    
  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

   ¨
  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            United States

    

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

  

  7    SOLE VOTING POWER

 

                5,581,000

 

  8    SHARED VOTING POWER

 

                -0-

 

  9    SOLE DISPOSITIVE POWER

 

                3,666,000

 

10    SHARED DISPOSITIVE POWER

 

                1,915,000

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            5,581,000*

    
12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

   ¨
13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            39.0%

    
14  

TYPE OF REPORTING PERSON (See Instructions)

 

            IN

    

 

Douglas G. Voss (“Doug Voss”) hereby amends his statement on Schedule 13D (the “Schedule 13D”) originally filed on October 28, 1996, and amended on April 28, 1997, August 31, 1998, February 22, 2002, September 12, 2003, April 12, 2008 and April 29, 2008 with respect to his beneficial ownership of shares of common stock par value $.01 per share (“Common Stock”), of Great Lakes Aviation, Ltd. (“Great Lakes”), an Iowa corporation. This Schedule 13D amends Items 5, 6 and 7 of the previously filed Schedule 13D’s.

Item 5. Interest in Securities of the Issuer

(a) As of the date of this Schedule 13D, Douglas G. Voss beneficially owned 5,581,000 shares of Common Stock constituting approximately 39.0% of outstanding Common Stock of the Issuer. Such number consists of (1) 2,450,000 shares, (2) 1,216,000 shares owned by Iowa Great Lakes Flyers, Inc. (“Flyers”), an entity 100% owned by Mr. Voss, and (3) 1,915,000 shares owned by Mr. Voss’s ex-spouse, Gayle R. Brandt, who has granted him an irrevocable proxy to vote such shares.

(b) Mr. Voss has sole power to vote 5,581,000 shares (including 1,216,000 shares through his interest in Flyers and 1,915,000 shares through the irrevocable proxy); sole dispositive power over 3,666,000 shares (2,450,000 directly and 1,216,000 shares owned by Flyers); and shared dispositive power over 1,915,000 shares through the irrevocable proxy.

(c) On December 30, 2008, Mr. Voss and Flyers, of which Mr. Voss is the sole shareholder, acquired an aggregate of 41,000 shares of Common Stock in a private placement transaction with Ms. Brandt at a price of $1.70 per share pursuant to the terms of the Buy-Sell Agreement entered into with her and a Stock Purchase Agreement dated December 30, 2008.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Douglas G. Voss and Gayle R. Brandt have entered into a Shareholder Buy-Sell Agreement (the “Buy-Sell Agreement”) with respect to 1,979,342 shares (the “Shares”). The term of the Buy-Sell Agreement is until June 28, 2010 or until such time as Ms. Brandt does not own any Shares or Great Lakes is dissolved or liquidated (the “Term”). Pursuant to the Buy-Sell Agreement, Ms. Brandt could not sell any Shares until June 28, 1999 at which time she became able to sell 470,000 Shares and an additional 235,000 Shares in each year thereafter. Mr. Voss, however, has been granted a right of first refusal to purchase for the market price any Shares which Ms. Brandt desires to so sell. The Buy-Sell Agreement also provides Mr. Voss the option to purchase any Shares at any time during the Term for the market price of the Common Stock. The Buy-Sell Agreement provides that in any transaction in which Mr. Voss sells greater than 5% of his Common Stock, Mr. Voss has the right to compel Ms. Brandt to include the Shares held by her in such transaction on the same terms as the Shares of Common Stock held by Mr. Voss. In turn, Ms. Brandt has the right to have her Shares included by Mr. Voss in any such transaction on a pro rata basis.

The Buy-Sell Agreement provides Mr. Voss with the right to purchase the Shares of Ms. Brandt for the market price upon the death of Ms. Brandt and an involuntary disposition of the Shares held by Ms. Brandt.

 

3

The Buy-Sell Agreement also gives Ms. Brandt the right each year during the Term of the Buy-Sell Agreement, by giving 180 days advance written notice, to require Mr. Voss to purchase the Shares owned by Ms. Brandt for a share price to be negotiated or at market price up to a total purchase amount not to exceed $50,000 per year. This right may not be exercised more than 2 times per year. On February 20, 2002, Ms. Brandt exercised this right and Mr. Voss (through Flyers) purchased from her 198,245 Shares of Common Stock at a price of $0.504 per share. On September 12, 2003, Ms. Brandt exercised this right and Mr. Voss (through Flyers) purchased from her 172,413 Shares of Common Stock at $0.29 per share pursuant to a Stock Purchase Agreement. On April 18, 2008, Ms. Brandt exercised this right and Mr. Voss (through Flyers) purchased from her 23,342 Shares of Common Stock at $2.04 per share pursuant to a Stock Purchase Agreement, which was previously filed as Exhibit 99.5. On December 30, 2008, Ms. Brandt exercised this right and Mr. Voss (through Flyers and individually) purchased an aggregate of 41,000 Shares of Common Stock at $1.70 per share pursuant to a Stock Purchase Agreement which is filed as Exhibit 99.6 herewith.

Mr. Voss, as the sole shareholder of Flyers, and Tennenbaum & Co., LLC have entered into a Co-Sale Agreement with respect to the shares of Great Lakes Common Stock held by Mr. Voss and Flyers. Pursuant to the Co-Sale Agreement, neither Mr. Voss nor Flyers may, either singly or jointly, in any one transaction or any series of related transactions, directly or indirectly, sell or otherwise dispose of a number of shares of Common Stock of Great Lakes which would constitute fifteen percent (15%) or more of the total number of shares of Common Stock of Great Lakes then issued and outstanding to any third party or group of third parties (the “Third Party Offer”) unless the terms and conditions of such Third Party Offer shall include an offer to include in the sale or other disposition to the third party the 500,000 shares of Common Stock of Great Lakes which were acquired by Tennenbaum & Co., LLC on August 31, 1998 on the same terms as the sale by Mr. Voss and/or Flyers. The right of co-sale provided by such Co-Sale Agreement does not apply to any sale of Common Stock of Great Lakes by Mr. Voss pursuant to the exercise of the option granted by Mr. Voss to Ms. Brandt to acquire his shares of Common Stock of Great Lakes upon the death of Mr. Voss as set forth in the Buy-Sell Agreement as described above.

Item 7. Material to be Filed as Exhibits

 

Exhibit 99.1    Irrevocable Proxy, dated June 28, 1996 from Gayle R. Brandt to the Reporting Person.*
Exhibit 99.2    Shareholder Buy-Sell Agreement, dated June 28, 1996, by and between the Reporting Person and Gayle R. Brandt.*
Exhibit 99.3    Stock Purchase Agreement, dated August 31, 1998, by and between Great Lakes Aviation, Ltd., Iowa Great Lakes Flyers, Inc. and Tennenbaum & Co., LLC**
Exhibit 99.4    Stock Purchase Agreement, dated August 25, 2003, between Iowa Great Lakes Flyers, Inc. and Gayle R. Brandt.***
Exhibit 99.5    Stock Purchase Agreement, dated April 18, 2008, between Iowa Great Lakes Flyers, Inc. and Gayle R. Brandt.****
Exhibit 99.6    Stock Purchase Agreement, dated December 30, 2008, between the Reporting Person, Iowa Great Lakes Flyers, Inc. and Gayle R. Brandt.

 

* Previously filed by Reporting Person as an exhibit to Schedule 13D, filed with the Securities and Exchange Commission on October 28, 1996.

 

4

** Previously filed by Reporting Person as an exhibit to Amendment No. 2 to Schedule 13D, filed with the Securities and Exchange Commission on September 9, 1998.
*** Previously filed by Reporting Person as an exhibit to Amendment No. 4 to Schedule 13D, filed with the Securities and Exchange Commission on September 12, 2003.
**** Previously filed by Reporting Person as an exhibit to Amendment No. 6 to Schedule 13D, filed with the Securities and Exchange Commission on April 29, 2008.

Exhibit Index

 

Exhibit

   

Document

Exhibit 99.1    Stock Purchase Agreement, dated August 31, 1998, by and between GreatLakes Aviation, Ltd., Iowa Great Lakes Flyers, Inc. and Tennenbaum & Co., LLC*
Exhibit 99.2    Irrevocable Proxy, dated June 28, 1996 from Gayle R. Brandt to the Reporting Person.**
Exhibit 99.3    Shareholder Buy-Sell Agreement, dated June 28, 1996, by and between the Reporting Person and Gayle R. Brandt.**
Exhibit 99.4    Stock Purchase Agreement, dated August 25, 2003, between Iowa Great Lakes Flyers, Inc. and Gayle R. Brandt.***
Exhibit 99.5    Stock Purchase Agreement, dated April 18, 2008, between Iowa Great Lakes Flyers, Inc. and Gayle R. Brandt.****
Exhibit 99.6    Stock Purchase Agreement, dated December 30, 2008, between the Reporting Person, Iowa Great Lakes Flyers, Inc. and Gayle R. Brandt.

 

* Previously filed by Reporting Person as an exhibit to Amendment No. 2 to Schedule 13D, filed with the Securities and Exchange Commission on September 9, 1998.
** Previously filed by Reporting Person as an exhibit to Schedule 13D, filed with the Securities and Exchange Commission on October 28, 1996.
*** Previously filed by Reporting Person as an exhibit to Amendment No. 4 to Schedule 13D, filed with the Securities and Exchange Commission on September 12, 2003.
**** Previously filed by Reporting Person as an exhibit to Amendment No. 6 to Schedule 13D, filed with the Securities and Exchange Commission on April 29, 2008.

 

5

Signature

After reasonable inquiring and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 6, 2009

 

/s/ Douglas G. Voss

Douglas G. Voss

 

6

EX-99.6 2 dex996.htm STOCK PURCHASE AGREEMENT Stock Purchase Agreement

Exhibit 99.6

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement is entered into as of December 30, 2008 between Douglas G. Voss (“Voss”), Iowa Great Lakes Flyers, Inc., an Iowa corporation (“Flyers”) (collectively with Voss, the “Purchasers,” and each, a “Purchaser”), and Gayle R. Brandt (the “Seller”).

WHEREAS, Douglas G. Voss (“Voss”) and the Seller are parties to a Shareholder Buy-Sell Agreement dated June 28, 1996 and amended on December 26, 2001 (the “Buy-Sell Agreement”);

WHEREAS, pursuant to the Buy-Sell Agreement, the Seller elected to put certain shares of Great Lakes Aviation, Ltd. (the “Company”) to Voss;

WHEREAS, Voss and the Seller desire that Voss and Flyers each purchase certain of the shares to be sold under this Agreement;

WHEREAS, each Purchaser desires to purchase such shares; and

WHEREAS, each Purchaser and the Seller desire to enter into this Agreement to effect the Seller’s sale of such shares to the Purchasers.

NOW, THEREFORE, in consideration of the agreements and undertakings set forth herein, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Purchaser and the Seller agree as follows:

1. Sale and Purchase of Securities. Subject to the terms and conditions hereof, the Seller hereby agrees to sell (i) to Voss, and Voss hereby agrees to purchase from the Seller, 25,000 shares of the Company’s common stock, and (ii) to Flyers, and Flyers hereby agrees to purchase from the Seller, 16,000 shares of the Company’s common stock, for a total of 41,000 shares of the Company’s common stock, par value $.01 per share (the “Shares”), at a purchase price of $1.70 per share, for an aggregate purchase price of $69,832.36. The Seller and the Purchasers each acknowledge and agree that the per share purchase price for the Shares has been determined in accordance with the Buy-Sell Agreement and that such purchase price represents a fair value of the Shares.

2. Closing; Payment. The closing of the sale to, and purchase by, the Purchasers of the Shares (the “Closing”) shall occur on the date of this Agreement (the “Closing Date”).

On the Closing Date, the Seller shall deliver to the Company’s transfer agent the certificate or certificates representing the Shares currently registered in her name and shall irrevocably instruct such transfer agent in writing, in a form acceptable to each Purchaser, to cancel that certificate or certificates and issue a certificate representing the Shares registered in each Purchaser’s name.

On the Closing Date, the Purchasers will deliver to the Seller a check(s) or wire transfer(s) in the amount of $69,832.36, against delivery of the certificates for the Shares, in payment of the total purchase price for the Shares.

3. Representations and Warranties of Purchasers. Each Purchaser represents and warrants that:

3.1 Investment Intent. The Shares are being purchased for the Purchaser’s own account and not with a view to the distribution or sale thereof.

3.2 Acts and Proceedings. This Agreement has been duly executed and delivered by the Purchaser and is a valid and binding agreement on the Purchaser, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and except for judicial limitations on the enforcement of the remedy of specific enforcement and other equitable remedies.

3.3 No Brokers or Finders. No person, firm or corporation has or will have, as a result of any act or omission by the Purchaser, any right, interest or valid claim against the Seller for any commission, fee or other compensation as a finder or broker, or in any similar capacity, in connection with the transactions contemplated by this Agreement. The Purchaser will indemnify and hold the Seller harmless against any and all liability with respect to any commission, fee or other compensation which may be payable or determined to be payable as a result of the actions of the Purchaser in connection with the transactions contemplated by this Agreement.

3.4 Access to Company Information. The Purchaser has been afforded access to and the opportunity to obtain all financial and other information about the Company that the Purchaser desires (including the opportunity to meet with Company officers), and the Purchaser has either been supplied with such information or has determined that such information was not required. The Purchaser acknowledges that he or it has been provided with an opportunity to review a copy of the reports filed by the Company with the SEC under the Securities Exchange Act of 1934. The Purchaser further acknowledges that he or it has carefully read and reviewed, and is familiar with and understands the contents thereof, including, without limitation, the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007. There is no further information about the Company that the Purchaser desires or requires to make his or its decision to buy the Shares from the Seller.

4. Representations and Warranties of the Seller. The Seller represents and warrants that:

4.1 Ownership of Shares; Authority. The Seller is the sole legal and equitable owner of the Shares, free and clear of any liabilities, liens, encumbrances, assessments, restrictions, obligations, claims, charges or options of any kind whatsoever, and the Seller has full right and authority to enter into this Agreement and perform all of her obligations hereunder.

 

2

4.2 Acts and Proceedings. This Agreement has been duly executed and delivered by the Seller and is a valid and binding agreement on the Seller, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and except for judicial limitations on the enforcement of the remedy of specific enforcement and other equitable remedies.

4.3 No Brokers or Finders. No person, firm or corporation has or will have, as a result of any act or omission by the Seller, any right, interest or valid claim against the Purchaser for any commission, fee or other compensation as a finder or broker, or in any similar capacity, in connection with the transactions contemplated by this Agreement. The Seller will indemnify and hold the Purchaser harmless against any and all liability with respect to any commission, fee or other compensation which may be payable or determined to be payable as a result of the actions of the Seller in connection with the transactions contemplated by this Agreement.

4.4 Access to Company Information. The Seller has been afforded access to and the opportunity to obtain all financial and other information about the Company that the Seller desires (including the opportunity to meet with Company officers), and the Seller has either been supplied with such information or has determined that such information was not required. The Seller acknowledges that she has been provided with an opportunity to review a copy of the reports filed by the Company with the SEC under the Securities Exchange Act of 1934. The Seller further acknowledges that she has carefully read and reviewed, and is familiar with and understands the contents thereof, including, without limitation, the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007. There is no further information about the Company that the Seller desires or requires to make her decision to sell the Shares to the Purchaser.

5. General Indemnity. The Seller hereby agrees to indemnify and hold each Purchaser harmless from and against any and all claims, demands, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and disbursements) arising out of or in connection with any breach by the Seller of any of her obligations, representations or warranties hereunder. The Seller further agrees to indemnify and hold each Purchaser harmless from and against any claim that she or others may have based on the sale of the Shares to each Purchaser pursuant to this Agreement.

6. Additional Agreement. The Seller hereby agrees that she will not exercise any put rights or related rights under the Buy-Sell Agreement until after June 1, 2009.

7. Further Assurances. The Seller and each Purchaser shall deliver any and all other instruments or documents required to be delivered pursuant to, or reasonably necessary or proper to give effect to, the provisions of this Agreement and to consummate the transactions contemplated by this Agreement.

 

3

8. Changes, Waivers, etc. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, but only by a statement in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought.

9. Notices. All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be delivered, or mailed first-class postage prepaid, registered or certified mail:

(a) if to either Purchaser, addressed to Douglas G. Voss, 10400 West Milliron Road, Cheyenne, Wyoming 82009, or at such other address as a Purchaser may specify by written notice to the Seller, or

(b) if to the Seller, addressed to the Seller, 256 Emerald Meadows Drive, Arnolds Park, Iowa 51331, or to such other address as the Seller may specify by written notice to the Purchasers.

Such notices and other communications shall for all purposes of this Agreement be treated as being effective or having been given if delivered personally or, if sent by mail, when received.

10. Survival of Representations and Warranties. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the sale and purchase of the Shares and payment therefor.

11. Headings. The headings of the Sections of this Agreement have been inserted for convenience of reference only and do not constitute a part of this Agreement.

12. Choice of Law. The laws of the State of Iowa shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties.

13. Counterparts. This Agreement may be executed concurrently 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.

14. Public Announcements. The Seller agrees not to issue any press release or make any other public announcement concerning this Agreement that identifies a Purchaser without receiving the prior consent of the Purchaser, which consent shall not be unreasonably withheld; provided, however, that nothing herein shall limit the Seller’s right to make disclosures required by the Securities Act or the Securities Exchange Act of 1934, as amended from time to time.

15. Preparation of Agreement. Briggs and Morgan, P.A. has drafted this Agreement at the request of Voss. By signing this Agreement, the Seller acknowledges that she has been advised that Briggs and Morgan, P.A. is not representing her and that her interests under this Agreement may now or hereafter be adverse to, or to conflict with, the interests of the Purchasers.

 

4

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

 

/s/ Gayle R. Brandt

Gayle R. Brandt

/s/ Douglas G. Voss

Douglas G. Voss
IOWA GREAT LAKES FLYERS, INC.
By:  

/s/ Douglas G. Voss

  Douglas G. Voss
  Its: President

 

[STOCK PURCHASE AGREEMENT DATED DECEMBER 30, 2008]

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