-----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, RvmNiytGCI0RM8a88YI7GPk0jQZbb8tgx9hKm6RVvc+WAiqT5GAdJHPnT932LG4V a2ThQdF52WTL85DJRNRKrw== 0000950142-02-000746.txt : 20020802 0000950142-02-000746.hdr.sgml : 20020802 20020802151513 ACCESSION NUMBER: 0000950142-02-000746 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20020802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERSTATE HOTELS & RESORTS INC CENTRAL INDEX KEY: 0001059341 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 510379982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14331 FILM NUMBER: 02718364 BUSINESS ADDRESS: STREET 1: 1010 WISCONSIN AVE NW CITY: WASHINGTON STATE: DC ZIP: 20007 BUSINESS PHONE: 2029654455 MAIL ADDRESS: STREET 1: 1010 WISCONSIN AVE N W CITY: WASHINGTON STATE: DC ZIP: 20007 FORMER COMPANY: FORMER CONFORMED NAME: MERISTAR HOTELS & RESORTS INC DATE OF NAME CHANGE: 19980407 8-A12B/A 1 form8a12ba.txt FORM 8-A12B/A As filed with the Securities and Exchange Commission on August 2, 2002 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 INTERSTATE HOTELS & RESORTS, INC. --------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 15-0379982 (State of incorporation) (IRS Employer Identification No.) 1010 WISCONSIN AVENUE, N.W., WASHINGTON, D.C. 20007 --------------------------------------------------- (Address of principal executive offices) (Zip Code) SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: Name of each exchange on which Title of each class to be so registered each class is to be registered - -------------------------------------------------------------------------------- Common Stock, par value $0.01 per share The New York Stock Exchange Rights to purchase Series A Junior The New York Stock Exchange Participating Preferred Stock If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2), please check the following box. [_] Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. In connection with the merger of Interstate Hotels Corporation, a Maryland corporation, with and into Interstate Hotels & Resorts, Inc., a Delaware corporation (the "Registrant"), on the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of May 1, 2002 and amended on June 3, 2002 (as amended, the "Merger Agreement"), with the Registrant as the surviving corporation, the Registrant, as provided in the Merger Agreement, filed a Certificate of Merger (the "Certificate of Merger"), dated as of July 31, 2002, amending the Registrant's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation"), which amendments included: (1) changing the name of the Registrant to "Interstate Hotels & Resorts, Inc."; (2) fixing the size of the board of directors of the combined company at 13 for the next 18 months; (3) insuring the nomination of a specified slate of directors at all stockholder meetings during the next 18 months; and (4) increasing the authorized number of shares of capital stock to 255 million, of which 250 million shares will be common stock and 5 million shares will be preferred stock. In addition, as provided in the Merger Agreement, the by-laws of the Registrant (the "By-Laws") were amended, effective July 31, 2002 to provide for items (1), (2) and (3) above. The Registrant also filed a Certificate of Amendment of the Restated Certificate of Incorporation, dated as of July 31, 2002, to effect a one-for-five reverse split (the "Reverse Split") of the Registrant's outstanding shares of common stock, par value $0.01 per share (the "Common Stock"). Prior to the Reverse Split, under a Rights Agreement between the Registrant and Continental Stock Transfer & Trust Company, dated as of July 23, 1998 and amended from time to time (as amended, the "Rights Agreement") one right (a "Right") to purchase Series A junior participating preferred stock, par value $0.01 per share, of the Registrant was attached to the Common Stock. As a result of the Reverse Split, there are now five Rights attached to each share of Common Stock. The foregoing description of the Certificate of Incorporation, the By-laws, the Rights Agreement and the amendments to each is qualified in its entirety by reference to the full text of those documents and amendments, copies of which have been filed or incorporated by reference as exhibits hereto. Copies of those documents are available free of charge from the Registrant. ITEM 2. EXHIBITS. The following exhibits are filed herewith or incorporated by reference herein as part of this Post-Effective Amendment No. 1 to the Registration Statement: EXHIBIT DESCRIPTION - ------- ----------- 3.1 Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Form S-1/A filed on July 23, 1998 (Registration No. 333-49881)). 3.1.1 Certificate of Amendment of the Restated Certificate of Incorporation, dated June 30, 2001 (incorporated by reference to Exhibit 3.1.1 to the Registrant's Form 10-K for the year ended December 31, 2001). 3.1.2 Certificate of Merger, dated July 31, 2002. 3.1.3 Certificate of Amendment of the Restated Certificate of Incorporation of Interstate Hotels & Resorts, Inc., dated July 31, 2002. 3.2 By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Form S-1/A filed on July 23, 1998 (Registration No. 333-49881)). 3.3 Amendment to the By-laws of the Registrant. 4.1 Form of Certificate representing Common Stock. 4.2 Rights Agreement, dated July 23, 1998, between the Registrant and the Rights Agent (incorporated by reference to Exhibit 4.4 to the Registrant's Form S-1/A filed on July 23, 1998 (Registration No. 333-49881)). 4.2.1 Form of Rights Certificate (incorporated by reference to Exhibit 4.3 to the Registrant's Form S-1/A filed on July 23, 1998 (Registration No. 333-49881)). 4.2.2 Amendment to Rights Agreement, dated December 8, 2000, between the Registrant and the Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on December 12, 2000). 4.2.3 Second Amendment to Rights Agreement, dated May 1, 2002, between the Registrant and the Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on May 3, 2002). SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. INTERSTATE HOTELS & RESORTS, INC. By: /s/ Christopher L. Bennett ----------------------------------- Name: Christopher L. Bennett Title: Senior Vice President and General Counsel Dated: August 2, 2002 EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- 3.1 Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Form S-1/A filed on July 23, 1998 (Registration No. 333-49881)). 3.1.1 Certificate of Amendment of the Restated Certificate of Incorporation, dated June 30, 2001 (incorporated by reference to Exhibit 3.1.1 to the Registrant's Form 10-K for the year ended December 31, 2001). 3.1.2 Certificate of Merger, dated July 31, 2002. 3.1.3 Certificate of Amendment of the Restated Certificate of Incorporation of Interstate Hotels & Resorts, Inc., dated July 31, 2002. 3.2 By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Form S-1/A filed on July 23, 1998 (Registration No. 333-49881)). 3.3 Amendment to the By-laws of the Registrant. 4.1 Form of Certificate representing Common Stock. 4.2 Rights Agreement, dated July 23, 1998, between the Registrant and the Rights Agent (incorporated by reference to Exhibit 4.4 to the Registrant's Form S-1/A filed on July 23, 1998 (Registration No. 333-49881)). 4.2.1 Form of Rights Certificate (incorporated by reference to Exhibit 4.3 to the Registrant's Form S-1/A filed on July 23, 1998 (Registration No. 333-49881)). 4.2.2 Amendment to Rights Agreement, dated December 8, 2000, between the Registrant and the Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on December 12, 2000). 4.2.3 Second Amendment to Rights Agreement, dated May 1, 2002, between the Registrant and the Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on May 3, 2002). EX-3.(I) 3 ex312-form8a12ba.txt EXHIBIT 3.1.2 EXHIBIT 3.1 ----------- CERTIFICATE OF MERGER OF INTERSTATE HOTELS CORPORATION INTO MERISTAR HOTELS & RESORTS, INC. In accordance with Section 252(c) of the General Corporation Law of the State of Delaware, Meristar Hotels & Resorts, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY THAT: FIRST: The name and state of incorporation of each of the constituent corporations of the merger is as follows: NAME STATE OF INCORPORATION ---- ---------------------- Interstate Hotels Corporation ("Interstate") Maryland Meristar Hotels & Resorts, Inc. Delaware SECOND: An Agreement and Plan of Merger, dated as of May 1, 2002, as amended on June 3. 2002 (the "Merger Agreement"), has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with Section 252 of the General Corporation Law of the State of Delaware (the "DGCL"). THIRD: The name of the surviving corporation of the merger is MeriStar Hotels & Resorts, Inc., which name at the effective time of the merger will be changed to Interstate Hotels & Resorts, Inc. FOURTH: At the effective time of the merger, the Restated Certificate of Incorporation of the Corporation shall be amended in the manner set forth on Exhibit A hereto and as so amended shall be the Restated Certificate of Incorporation of the surviving corporation. 2 FIFTH: The executed Merger Agreement is on file at the principal place of business of the surviving corporation. The address of the principal place of business of the surviving corporation is 1010 Wisconsin Avenue, N.W., Washington, D.C. 20007. SIXTH: On request, the surviving corporation will furnish without cost a copy of the Merger Agreement to any stockholder of any constituent corporation. SEVENTH: The authorized capital stock of Interstate is as follows: (a) 64,939,361 shares of common stock, $0.01 par value per share, of which 62,000,000 shares are Interstate Class A Common Stock, 1,500,000 shares are Interstate Class B Common Stock, and 1,439,361 shares are Interstate Class C Common Stock; and (b) 10,000,000 shares of preferred stock, of which 70,000 shares are designated as Interstate Series A Preferred Stock and 850,000 shares are designated as Series B Convertible Preferred Stock, par value $0.01 per share. [remainder of this page intentionally left blank] 3 IN WITNESS WHEREOF, the undersigned has signed his name, this 25th day of July, 2002 and by such act affirms, under penalties of perjury, that this instrument constitutes the act and deed of the Corporation and that the facts stated herein are true. MERISTAR HOTELS & RESORTS, INC. By: /s/ Christopher L. Bennett ---------------------------------------- Christopher L. Bennett Senior Vice President and General Counsel 4 EXHIBIT A FIRST: The text of Article I of the Corporation's Certificate of Incorporation is hereby amended and restated to read in full as follows: "The name of the corporation is Interstate Hotels & Resorts, Inc. (the "Corporation")."; SECOND: Section A of Article IV is hereby amended and restated to read in its entirety as follows: "A. Capitalization. The total number of shares that the Corporation shall have the authority to issue is: two hundred and fifty five million (255,000,000), which shall be two hundred and fifty million (250,000,000) shares of common stock, par value of one cent ($0.01) per share (the "Common Stock"), and five million (5,000,000) shares of preferred stock, par value of one cent ($0.01) per share (the "Preferred Stock")."; THIRD: Section B of Article V is hereby amended and restated to read in its entirety as follows: "B. Number. Until the date (the "Termination Date") that is 18 months after the effective time of the merger between the Corporation and Interstate Hotels Corporation, a Maryland corporation, the Board shall consist of thirteen (13) members, and such number may be changed only with the affirmative vote of at least 75% of the then existing members of the Board. After the Termination Date, the Board shall consist of not less than three (3) and not more than fifteen (15) members. The exact number of directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to time by resolution adopted by a majority of the entire Board that would be in office, if no vacancy existed, whether or not present at a meeting."; and FOURTH: The following is hereby added as Section J of Article V: "J. Nomination. Until the Termination Date, unless such person has resigned, has retired or is no longer able to serve as a director by reason of death, disqualification, removal from office or any other cause, the Corporation shall nominate the following directors for election at each meeting of the Corporation's stockholders at which directors may be elected: NAME CLASS ---- ----- Paul W. Whetsell........................................ Class I Thomas F. Hewitt........................................ Class I 5 John Emery.............................................. Class I J. Taylor Crandall...................................... Class I Karim J. Alibhai........................................ Class II Joseph J. Flannery...................................... Class II Raymond C. Mikulich..................................... Class II Mahmood J. Khimji....................................... Class II Sherwood M. Weiser...................................... Class II Steven D. Jorns......................................... Class III James B. McCurry........................................ Class III Leslie R. Doggett....................................... Class III John J. Russell, Jr..................................... Class III" EX-3.(I) 4 ex313-form8a12ba.txt EXHIBIT 3.1.3 EXHIBIT 3.2 ----------- CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF INTERSTATE HOTELS & RESORTS, INC. Interstate Hotels & Resorts, Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "DGCL"), does hereby amend its Restated Certificate of Incorporation, as amended. The undersigned hereby certifies that this amendment to the Restated Certificate of Incorporation, as amended, of the Corporation has been duly adopted in accordance with Section 242 of the DGCL. Article IV of the Corporation's current Restated Certificate of Incorporation, as amended, is hereby amended to include the following text as Section C: "C. Upon this Certificate of Amendment to the Restated Certificate of Incorporation of the Corporation becoming effective in accordance with the General Corporation Law of the State of Delaware (the "Effective Time"), each five shares of Common Stock ("Old Common Stock") issued and outstanding immediately prior to the Effective Time shall be automatically reclassified as and converted into one share of Common Stock, par value $.01 per share, of the Corporation ("New Common Stock"). Notwithstanding the immediately preceding sentence, no fractional shares of New Common Stock shall be issued to the holders of record of Old Common Stock in connection with the foregoing reclassification of shares of Old Common Stock. In lieu thereof, the aggregate of all fractional shares otherwise issuable to the holders of record of Old Common Stock shall be issued to EquiServe, Inc. (the "Transfer Agent"), as agent for the accounts of all holders of record of Old Common Stock otherwise entitled to have a fraction of a share issued to them. The sale of all of the fractional interests will be effected by the transfer agent as soon as practicable after the Effective Time on the basis of prevailing market prices of the New Common Stock on the New York Stock Exchange at the time of sale. After such sale and upon the surrender of the stockholders' stock certificates, the Transfer Agent shall pay to each holder of record its pro rata share of the net proceeds derived from the sale of the fractional interests. Each stock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified (as well as the right to receive cash in lieu of any fractional shares of New Common Stock), provided, however, that each holder of record of a certificate that represented shares of Old Common Stock shall receive, upon surrender of such certificate, a new certificate representing the number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified, as well as any cash 2 in lieu of fractional shares of New Common Stock to which such holder may be entitled pursuant to the immediately preceding paragraph." This Certificate of Amendment, and the amendment effected hereby, shall become effective at 9:15 a.m., eastern time, on July 31, 2002. [remainder of this page intentionally left blank] 3 THE UNDERSIGNED, being the Senior Vice President and General Counsel of the Corporation, for the purpose of amending the Restated Certificate of Incorporation, as amended, of the Corporation pursuant to the DGCL, does make this amendment to the Restated Certificate of Incorporation, as amended, of the Corporation, hereby declaring and certifying that this is my act and deed and the facts herein stated are true and accordingly have hereunto set my hand as of this day of July 31, 2002. INTERSTATE HOTELS & RESORTS, INC. By: /s/ Christopher L. Bennett ---------------------------------------- Name: Christopher L. Bennett Title: Senior Vice President and General Counsel EX-3.(II) 5 ex33-form8a12ba.txt EXHIBIT 3.3 EXHIBIT 3.3 ----------- On July 31, 2002, the following amendments were made to Interstate Hotels & Resorts, Inc.'s By-laws: 1. Section 3.2 of Article 3 shall be amended and restated to read in its entirety as follows: "3.2 NUMBER; QUALIFICATION. Until the date (the "Termination Date") that is 18 months after the effective time of the merger between the Corporation and Interstate Hotels Corporation, a Maryland corporation, the Board shall consist of thirteen (13) members, and such number may be changed only with the affirmative vote of at least 75% of the then existing members of the Board. After the Termination Date, the Board shall consist of not less than three (3) and not more than fifteen (15) members. The exact number of directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to time by resolution adopted by a majority of the entire Board that would be in office, if no vacancy existed, whether or not present at a meeting. Directors need not be stockholders." 2. The following shall be added as Section 3.19 of Article 3: "3.19 NOMINATION. Until the Termination Date, unless such person has resigned, has retired or is no longer able to serve as director by reason of death, disqualification, removal from office or any other cause, the Corporation shall nominate the following directors for election at each meeting of the Corporation's stockholders at which directors may be elected: NAME CLASS ----- ----- Paul W. Whetsell Class I Thomas F. Hewitt Class I John Emery Class I J. Taylor Crandall Class I Karim J. Alibhai Class II Joseph J. Flannery Class II Raymond C. Mikulich Class II Mahmood J. Khimji Class II Sherwood M. Weiser Class II Steven D. Jorns Class III James B. McCurry Class III Leslie R. Doggett Class III John J. Russell, Jr. Class III" EX-4 6 ex41-form8a12ba.txt EXHIBIT 4.1 EXHIBIT 4.1 ----------- COMMON STOCK PAR VALUE $0.01 [GRAPHIC OMITTED - LOGO INTERSTATE HOTELS & RESORTS, INC.] IHR ______________________ --- SHARES ______________________ INTERSTATE HOTELS & RESORTS, INC. ______________________ ______________________ ______________________ CUSIP 46088S 10 6 SEE REVERSE FOR CERTAIN DEFINITIONS Incorporated under the laws of the State of Delaware THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ AND NEW YORK, NY This certifies that ____________________________________________________________ is the owner of ________________________________________________________________ FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF INTERSTATE HOTELS & RESORTS, INC. (HEREINAFTER CALLED THE "CORPORATION"), TRANSFERABLE ON THE BOOKS OF THE CORPORATION BY THE REGISTERED HOLDER HEREOF IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED AND REGISTERED BY THE TRANSFER AGENT AND REGISTRAR. IN WITNESS WHEREOF, THE CORPORATION HAS CAUSED THE FACSIMILE SIGNATURES OF ITS DULY AUTHORIZED OFFICERS AND ITS FACSIMILE SEAL TO BE AFFIXED HERETO. /s/ Paul W. Whetsell Chairman [GRAPHIC OMITTED - CORPORATE SEAL] Countersigned and Registered: EquiServe Trust Company, N.A. Transfer Agent and Registrar By /s/ Stephen Cesso Authorized Signature /s/ Christopher L. Bennett Secretary INTERSTATE HOTELS & RESORTS, INC. A FULL STATEMENT OF THE DESIGNATION AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE SHARES OF CAPITAL STOCK MAY BE OBTAINED FROM THE CORPORATION BY ANY STOCKHOLDER UPON REQUEST AND WITHOUT CHARGE. This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between the Corporation and the Rights Agent thereunder dated as of July 23, 1998 (the "Rights Agreement"), as amended from time to time, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain other Rights may become null and void. The securities represented by this certificate are subject to restrictions on ownership and transfer. This description is a summary only, and is qualified in its entirety by reference to the full transfer restrictions in the Certificate of Incorporation of the Corporation, a copy of which will be supplied free of charge at any stockholder's request. Except as otherwise provided pursuant to the Certificate of Incorporation of the Corporation, one or more Covered Persons, who or which Beneficially Own outstanding shares of MeriStar REIT Equity Stock (specified equity securities of MeriStar Hospitality Corporation) in excess of 34.9% of the total outstanding shares of MeriStar REIT Equity Stock, may not Beneficially Own outstanding shares of the Corporation in excess of 35% of either (i) the total combined voting power of all outstanding shares entitled to vote or (ii) the total outstanding shares of the Corporation. Any Person who attempts or proposes to, alone or in combination with other Persons, Beneficially Own shares of the Corporation that would result in a violation of the above limitations must notify the Corporation in writing at least 15 days prior to such proposed or attempted Transfer. If the restrictions on transfer are violated, the securities represented hereby which are in excess of the above limitations will be designated and treated as Excess Shares which will be held in trust by the Excess Share Trustees for the benefit of the Charitable Beneficiary. All capitalized terms not defined in this legend have the meanings-defined in the Certificate of Incorporation of the Corporation, a copy of which, including the restrictions on transfer, will be furnished to each stockholder on request and without charge. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - _________Custodian_________ (Cust) (Minor) TEN ENT - as tenants by the entireties under Uniform Gifts to Minors Act JT TEN - as joint tenants with right _________________________________ of survivorship and not as (State) tenants in common Additional abbreviations may also be used though not in the above list For value received, _________________________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _______________________________________ ________________________________________________________________________________ (Please print or typewrite name and address including postal zip code of assignee) __________________________________________________________________________shares of capital stock represented by the within Certificate and do hereby irrevocably constitute and appoint _______________________________________________________________________ Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated: ______________________ Signature(s)____________________________________ NOTICE: The signature(s) to this assignment must correspond with the name as written upon the face of the Certificate, in every particular, without alteration or enlargement, or any change whatever. Signature(s) Guaranteed By: _________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17 Ad-15. -----END PRIVACY-ENHANCED MESSAGE-----