x
|
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
for the fiscal year ended December 31, 2011
|
|
or
|
|
o
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
for the transition period from to
|
DELAWARE
(State or other jurisdiction of
Incorporation or organization)
|
94-3220749
(I.R.S. Employer
Identification No.)
|
Title of each class
|
Name of Exchange on which registered
|
|
None
|
None
|
Large Accelerated Filer o | Accelerated Filer o |
Non-Accelerated Filer o | Smaller Reporting Company x |
PART III
|
||
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
1
|
Item 11.
|
Executive Compensation
|
3
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
5
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
6
|
Item 14.
|
Principal Accountant Fees and Services
|
7
|
PART IV
|
||
Item 15.
|
Exhibits and Financial Statement Schedules
|
8
|
Signatures
|
9
|
|
Exhibit Index
|
10
|
Name
|
Position With IPC
|
Age
|
|||
Hussein A. Enan
|
Chairman of the Board and Chief Executive Officer
|
67
|
|||
L. Eric Loewe
|
Senior Vice President, General Counsel and Secretary
|
55
|
|||
Steven J. Yasuda
|
Chief Financial Officer and Chief Accounting Officer
|
45
|
Name
|
Position with IPC
|
Age
|
Director
Since
|
||||
Class I director whose term expires at the 2012 Annual Meeting of Stockholders:
|
|||||||
Robert A. Puccinelli(1)(2)(3)
|
Director
|
75
|
1998
|
||||
Elisabeth H. DeMarse(1)(3)
|
Director
|
58
|
2011
|
||||
Class II directors whose term expires at the 2013 Annual Meeting of Stockholders:
|
|||||||
James M. Corroon(1)(3)
|
Vice Chairman of the Board
|
73
|
1996
|
||||
Thomas W. Orr(1)(2)(3)
|
Director
|
78
|
2003
|
||||
Class III directors whose terms expire at the 2014 Annual Meeting of Stockholders:
|
|||||||
Hussein A. Enan
|
Chairman of the Board
|
67
|
1995
|
||||
Dennis H. Chookaszian(2)(3)
|
Director
|
69
|
2003
|
(1)
|
Member of the Audit Committee.
|
(2)
|
Member of the Compensation Committee.
|
(3)
|
Member of the Nominating Committee.
|
Name and Principal
Position
|
Year
|
Cash Salary
|
Bonus
|
Options
Awards(1)
|
All other
Compensation(2)
|
Total
Compensation
|
|||||||||||||
Hussein A. Enan
|
2011
|
$
|
300,000
|
$
|
—
|
$
|
266,511
|
$
|
11,266
|
$
|
577,777
|
||||||||
Chairman of the Board, Chief Executive Officer and former interim Chief Financial Officer(3)
|
2010
|
$
|
12
|
$
|
—
|
$
|
184,743
|
$
|
10,668
|
$
|
195,423
|
||||||||
L. Eric Loewe
|
2011
|
$
|
218,360
|
$
|
8,000
|
$
|
134,956
|
$
|
17,167
|
$
|
378,483
|
||||||||
Senior Vice President, Secretary and General Counsel
|
2010
|
$
|
212,239
|
$
|
12,000
|
$
|
89,308
|
$
|
3,364
|
$
|
316,911
|
||||||||
Steven J. Yasuda
|
2011
|
$
|
169,753
|
$
|
4,000
|
$
|
86,943
|
$
|
13,021
|
$
|
273,717
|
||||||||
Chief Financial Officer and Chief Accounting Officer
|
2010
|
$
|
164,994
|
$
|
6,000
|
$
|
49,043
|
$
|
3,810
|
$
|
223,847
|
||||||||
(1)
|
Valuation based on the dollar amount of option grants recognized for reporting the aggregate fair value of the award computed in accordance with ASC 718 with respect to 2011 and 2010 years. The assumptions used by IPC with respect to the valuation of option grants are set forth in “Internet Patents Corporation Consolidated Financial Statements—Notes to Financial Statements—Note 3—Share-Based Payments” in the IPC Annual Report on Form 10-K.
|
||||||||||||||||||
(2)
|
Represents, primarily, employer contributions to IPC’s 401(k) plan and group term life benefits.
|
||||||||||||||||||
(3)
|
Mr. Enan served as interim Chief Financial Officer from October 7, 2011 through June 10, 2012.
|
Option Awards
|
|||||||||||||
Name
|
Number of
Securities
Underlying
Options (#)
Exercisable
|
Number of
Securities
Underlying
Options (#)
Unexercisable
|
Option
Exercise
Price ($)
|
Option Expiration
Date
|
|||||||||
Hussein A. Enan
|
100,000
|
—
|
$
|
4.95
|
4/1/2012
|
||||||||
500
|
—
|
$
|
3.05
|
7/16/2012
|
|||||||||
500
|
—
|
$
|
1.90
|
1/28/2013
|
|||||||||
500
|
—
|
$
|
2.85
|
4/22/2013
|
|||||||||
5,000
|
—
|
$
|
4.75
|
7/1/2013
|
|||||||||
150,000
|
—
|
$
|
2.79
|
2/10/2015
|
|||||||||
5,000
|
—
|
$
|
3.25
|
7/1/2015
|
|||||||||
50,000
|
—
|
$
|
3.48
|
1/25/2012
|
|||||||||
35,000
|
—
|
$
|
2.31
|
3/11/2016
|
|||||||||
19,047
|
—
|
$
|
5.775
|
3/30/2015
|
|||||||||
72,620
|
—
|
$
|
5.25
|
3/30/2015
|
|||||||||
28,570
|
—
|
$
|
7.70
|
12/15/2015
|
|||||||||
31,430
|
—
|
$
|
7.00
|
12/15/2015
|
|||||||||
L. Eric Loewe
|
9,935
|
—
|
$
|
4.95
|
4/1/2012
|
||||||||
3,853
|
—
|
$
|
5.25
|
3/30/2015
|
|||||||||
30,000
|
—
|
$
|
7.00
|
12/15/2015
|
|||||||||
Steven J. Yasuda
|
3,000
|
—
|
$
|
11.04
|
3/7/2013
|
||||||||
1,250
|
—
|
$
|
5.25
|
3/30/2015
|
|||||||||
10,500
|
—
|
$
|
7.00
|
12/15/2015
|
Name
|
Fees Earned or
Paid in Cash
|
Option
Awards(1)
|
All other
Compensation
|
Total
Compensation
|
||||||||||||
Dennis H. Chookaszian
|
$
|
20,000
|
$
|
18,224
|
$
|
—
|
$
|
38,224
|
||||||||
James M. Corroon
|
$
|
20,000
|
$
|
18,224
|
$
|
—
|
$
|
38,224
|
||||||||
Elisabeth DeMarse
|
$
|
20,000
|
$
|
192,772
|
$
|
—
|
$
|
212,772
|
||||||||
Thomas W. Orr
|
$
|
30,000
|
$
|
18,224
|
$
|
—
|
$
|
38,224
|
||||||||
Robert A. Puccinelli
|
$
|
20,000
|
$
|
18,224
|
$
|
—
|
$
|
38,224
|
Name of Beneficial Owner(1)
|
Number of Shares
Beneficially Owned
|
Percent of Common
Stock Outstanding(2)
|
|||
% Stockholders
|
|||||
Osmium Capital Partners (3)
|
1,111,392
|
14.3
|
%
|
||
Lusman Capital Management, LLC(4)
|
615,000
|
7.9
|
%
|
||
Directors and Executive Officers
|
|||||
Hussein A. Enan(5)
|
1,940,231
|
24.9
|
%
|
||
James M. Corroon(6)
|
76,331
|
1.0
|
%
|
||
Dennis H. Chookaszian(7)
|
212,739
|
2.7
|
%
|
||
Thomas W. Orr(8)
|
96,929
|
1.2
|
%
|
||
Robert A. Puccinelli(9)
|
193,726
|
2.5
|
%
|
||
Elisabeth H. DeMarse(10)
|
45,000
|
0.6
|
%
|
||
L. Eric Loewe(11)
|
116,335
|
1.5
|
%
|
||
Steven J. Yasuda(12)
|
36,732
|
0.5
|
%
|
||
Current directors and executive officers as a group (8 persons)(13)
|
2,718,023
|
34.1
|
%
|
(1)
|
The persons named in the table above have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and to the information contained in the footnotes to this table. The address of all officers and directors is C/O Internet Patents Corporation, 10850 Gold Center Drive, Suite 250B, Rancho Cordova, CA, 95670
|
(2)
|
Calculated on the basis of 7,751,952 shares of common stock outstanding as October 15, 2012. Shares of common stock subject to options presently exercisable or exercisable within 60 days of October 15, 2012, are deemed to be outstanding for the purpose of computing the percentage ownership of the person holding the options, but are not treated as outstanding for the purpose of computing the percentage ownership for any other person or entity.
|
(3)
|
Based on information contained in a Schedule 13D/A No.1 filed by John H. Lewis, Osmium Partners, LLC (“Osmium Partners”), Osmium Capital, LP (“Fund I”), Osmium Capital II, LP (“Fund II”) and Osmium Spartan, LP (“Fund III,” together with Mr. Lewis, Osmium Partners, Fund I, Fund II and Fund III, the “Osmium Stockholders”) with the SEC on October 12, 2011. Osmium Partners, as the general partner of each of Fund I, Fund II and Fund III and may be deemed to beneficially own the 1,047,659 shares of common stock held by each of the funds and together with Mr. Lewis have shared voting and dispositive power over 1,047,659 shares of the Company’s common stock. Mr. Lewis has the sole power to vote and dispose of 63,733 shares of the Company’s common stock. The address for the Osmium Stockholders is 388 Market Street, Suite 920, San Francisco, California 94111.
|
(4)
|
Based on information contained in a Schedule 13G/A No. 1 filed by Joel Lusman and Lusman Capital Management, LLC (“Lusman Capital”) with the SEC on February 13, 2012. Joel Lusman and Lusman Capital have shared voting and dispositive power with respect to 615,000 shares of the Company’s common stock. The address for Joel Lusman and Lusman Capital is 717 Fifth Avenue, 14th Floor, New York, NY 10022.
|
(5)
|
Includes 41,250 shares held by Mr. Enan’s spouse. Also includes 44,576 shares subject to options exercisable within 60 days following October 15, 2012. The address for Mr. Enan is c/o Internet Patents Corporation, 10850 Gold Center Dr. Suite 250B Rancho Cordova, California 95670.
|
(6)
|
Includes 67,810 shares subject to options exercisable within 60 days following October 15, 2012.
|
(7)
|
Includes 416 shares held by Mr. Chookaszian’s spouse, which he disclaims beneficial ownership of. Also, includes 18,451 shares subject to options exercisable within 60 days following October 15, 2012.
|
(8)
|
Includes 14,226 shares subject to options exercisable within 60 days following October 15, 2012.
|
(9)
|
Includes 18,451 shares subject to options exercisable within 60 days following October 15, 2012.
|
(10)
|
Includes 45,000 shares subject to options exercisable within 60 days following October 15, 2012.
|
(11)
|
Includes 1,900 shares subject to options exercisable within 60 days following October 15, 2012.
|
(12)
|
Includes 3,000 shares subject to options exercisable within 60 days following October 15, 2012.
|
(13)
|
Includes 213,414 shares subject to options exercisable within 60 days following October 15, 2012.
|
2011
|
2010
|
|||||||
Audit Fees(1)
|
$ | 675,000 | $ | 425,000 | ||||
Audit-Related Fees
|
-- | — | ||||||
Tax Fees(2)
|
291,000 | 64,000 | ||||||
All Other Fees(3)
|
7,000 | — | ||||||
$ | 973,000 | $ | 489,000 |
(1)
|
Audit fees consist of fees billed for services related to the audit of IPC’s consolidated financial statements (including required quarterly reviews) and accounting consultations.
|
(2)
|
Tax fees consist of fees billed for services related to tax return preparation, tax compliance, tax planning and tax advice.
|
(3)
|
All other fees consist of fees billed for other services falling within the scope of matters pre-approved by the Audit Committee.
|
INTERNET PATENTS CORPORATION
|
||
By:
|
/s/ HUSSEIN A. ENAN
|
|
Hussein A. Enan
Chairman of the Board and Chief Executive Officer
|
Exhibit
Number
|
Description of Document
|
|
2.1
|
Asset Purchase Agreement between the Company and Bankrate, Inc. dated as of October 10, 2011 (Incorporated by reference herein to exhibit 2.1 to the Company’s Current Report on Form 8-K as filed with the SEC on October 12, 2011).
|
|
3.1
|
Fifth Restated Certificate of Incorporation of the Company (Incorporated by reference herein to exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-78095), as amended, as filed with the SEC on July 22, 1999).
|
|
3.2
|
Certificate of Amendment of Restated Certificate of Incorporation of the Company (Incorporated by reference herein to exhibit 3.1 to the Company’s Current Report on Form 8-K as filed with the SEC on December 28, 2011).
|
|
3.3
|
Bylaws of the Company (Incorporated by reference herein to exhibit 3.2 to Company’s Registration Statement on Form S-1 (File No. 333-78095), as amended, as filed with the SEC on July 22, 1999).
|
|
3.4
|
Amendment to Article X of the Bylaws of the Company, adopted by the Board of Directors on February 2, 2011(Incorporated by reference herein to exhibit 3.1 to the Company’s Current Report on Form 8-K as filed with the SEC on February 7, 2011).
|
3.5
|
Certificate of Designation of Series A Junior Participating Preferred Stock of the Company, dated November 23, 2011 (Incorporated by reference herein to exhibit 3.1 of the Company’s Registration Statement on Form 8-A as filed with the SEC on November 25, 2011).
|
|
4.1
|
Fourth Amended and Restated Investor Rights Agreement between the Company and certain Stockholders of the Company, dated as of January 24, 2001 (Incorporated by reference to exhibit 2.3 to Company’s Current Report on Form 8-K as filed with the SEC on February 8, 2001).
|
|
4.2
|
Rights Agreement, dated as of November 23, 2011, by and between the Company and American Stock Transfer & Trust Company, LLC, as rights agent (Incorporated by reference herein to exhibit 4.1 of the Company’s Form 8-A as filed with the SEC on November 25, 2011).
|
|
4.3
|
Section 382 Rights Agreement, dated as of November 23, 2011, by and between the Company and American Stock Transfer & Trust Company, LLC, as rights agent (which includes the Form of Rights Certificate as Exhibit B) (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A as filed with the SEC on November 25, 2011).
|
|
10.1*
|
Form of Indemnification Agreement between the Company and the Company’s directors and officers. (Incorporated by reference herein to exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-78095), as amended, as filed with the SEC on July 22, 1999).
|
|
10.2*
|
1997 Stock Option Plan (Incorporated by reference herein to exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-78095), as amended, as filed with the SEC on July 22, 1999).
|
|
10.3*
|
1999 Employee Stock Purchase Plan (Incorporated by reference herein to exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-78095), as amended, as filed with the SEC on July 22, 1999).
|
|
10.4*
|
2008 Stock Option Plan (Incorporated by reference herein to the Company’s Proxy Statement on Schedule 14A as filed with the SEC on February 15, 2008).
|
|
10.5*
|
Executive Retention and Severance Plan Amended and Restated as of December 22, 2008 (Incorporated by reference herein to exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 as filed with the SEC on March 31, 2009).
|
10.6
|
Stock Purchase Agreement by and between the Company, Potrero Media Corporation, and Richard A. Natsch and Heather Natsch dated August 31, 2010 (Incorporated by reference herein to exhibit 99.1 to the Company’s Current Report on Form 8-K as filed with the SEC on September 7, 2010).
|
|
10.7
|
Amendment No. 2 to the Stock Purchase Agreement by and between the Company, Potrero Media Corporation, and Richard A. Natsch and Heather Natsch dated September 29, 2010 (Incorporated by reference herein to exhibit 99.1 to the Company’s Current Report on Form 8-K as filed with the SEC on October 5, 2010).
|
|
10.8
|
Amendment No. 3 to the Stock Purchase Agreement by and between the Company, Potrero Media Corporation, and Richard A. Natsch and Heather Natsch dated May 2, 2011 (Incorporated by reference herein to exhibit 10.25 to the Company’s Current Report on Form 8-K as filed with the SEC on May 2, 2011).
|
|
10.9
|
Office Lease by and between MSCP Capital Center Investors, LLC, as Landlord, and the Company, as Tenant, dated December 10, 2010 (Incorporated by reference herein to exhibit 99.1 to the Company’s Current report on Form 8-K as filed with the SEC on December 28, 2010).
|
|
10.10
|
First Lease Amendment by and between MSCP Capital Center Investors, LLC, as Landlord, and the Company, as Tenant, dated December 22, 2011 (Incorporated by reference herein to exhibit 10.26 to the Company’s Current report on Form 8-K as filed with the SEC on December 28, 2011).
|
|
14.1
|
Internet Patents Corporation Code of Business Conduct and Ethics (Incorporated by reference herein to exhibit 14.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 as filed with the SEC on March 29, 2004.)
|
|
21.1
|
Subsidiaries of Company. †
|
|
23.1
|
Consent of Independent Registered Public Accounting Firm. †
|
|
31.1
|
Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. √
|
|
31.2
|
Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. √
|
|
32.1
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. √
|
|
32.2
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350. √
|
|
101
|
Extensible Business Reporting Language (XBRL)**
|
†
|
Filed with our Original Form 10-K filed with the Securities and Exchange Commission on April 2, 2012
|
√
|
Included in this filing.
|
*
|
Constitutes a management contract or a compensatory plan or arrangement.
|
**
|
XBRL information is furnished and not filed as a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities and Exchange Act of 1933, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections..
|
1.
|
I have reviewed this Amendment 1 to the annual report on Form 10-K of Internet Patents Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ HUSSEIN A. ENAN
|
|||
HUSSEIN A. ENAN
|
|||
Chairman of the Board and Chief Executive Officer
Dated: October 19, 2012
|
1.
|
I have reviewed this Amendment 1 to the annual report on Form 10-K of Internet Patents Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ STEVEN J. YASUDA
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||
STEVEN J. YASUDA
|
||
Chief Financial Officer and Chief Accounting Officer
Dated: October 19, 2012
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1)
|
The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ HUSSEIN A. ENAN
|
|
Hussein A. Enan
|
|
Chairman of the Board and Chief Executive Officer
Dated: October 19, 2012
|
1)
|
The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ STEVEN J. YASUDA
|
|
Steven J. Yasuda
|
|
Chief Financial Officer and Chief Accounting Officer
Dated: October 19, 2012
|