-----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, RZ0S/dDs8mypMc3emWhtADizlioAoVIM3qQAuc4+MHHwa1wKJTe5QgmpCBkbAnfZ tQLRke3wEKhXTGO2sOsr1A== 0001093801-04-000052.txt : 20040115 0001093801-04-000052.hdr.sgml : 20040115 20040115173032 ACCESSION NUMBER: 0001093801-04-000052 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20040115 EFFECTIVENESS DATE: 20040115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW MILLENNIUM MEDIA INTERNATIONAL INC CENTRAL INDEX KEY: 0001108967 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 841463284 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-111951 FILM NUMBER: 04528083 BUSINESS ADDRESS: STREET 1: 101 PHILIPPE PARKWAY STREET 2: SUITE 300 CITY: SAFETY HARBOR STATE: FL ZIP: 34695 BUSINESS PHONE: 727-797-6664 MAIL ADDRESS: STREET 1: 101 PHILIPPE PARKWAY STREET 2: STE 300 CITY: SAFTETY HARBOR STATE: FL ZIP: 34695 S-8 1 s8-104.txt NEW MILLENNIUM MEDIA INTERNATIONAL, INC. ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED ---------- NEW MILLENNIUM MEDIA INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Colorado 84-1463284 (State or other jurisdiction of (I.R.S. Employer ID. No.) incorporation or organization) 200 9th Avenue North, Suite 210 Safety Harbor, Florida 34695 (727) 797-6664 (Address of Principal Executive Offices) ---------- CONSULTING SERVICES AGREEMENT BETWEEN DAVID COLORIS, EXCIPIO GROUP, S.A., AND NEW MILLENNIUM MEDIA INTERNATIONAL, INC. (Full Title of Plan) David M. Otto, Esq. The Otto Law Group, PLLC 900 Fourth Avenue, Suite 3140 Seattle, Washington 98164 (206) 262-9545 (Name, Address and Telephone Number of Agent for Service of Process) ---------- If any of the Securities being registered on this Form S-8 are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ___ CALCULATION OF REGISTRATION FEE
- ------------------------ ---------------------- -------------------------- -------------------------- -------------- Proposed Maximum Proposed Maximum Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount be Registered Registered(1) Share(2) Price(2) of Fee(2) - ------------------------ ---------------------- -------------------------- -------------------------- -------------- Common Stock, 1,280,000 $0.99 $1,267,200 $102.50 $0.001 par value - ------------------------ ---------------------- -------------------------- -------------------------- --------------
(1) The consulting services agreement ("Agreement") between New Millennium Media International, Inc. (the "Company", or the "Registrant"), David Coloris and Excipio Group, S.A. ("Excipio") provides for 1,280,000 shares of common stock of the Company to be issued to Excipio (the "Shares"), all of which are being registered herein. The Shares being issued pursuant to the Agreement are being issued in exchange for financial, marketing and investor relations consulting services. The general nature and purpose of the Agreement is to provide for financial, marketing and investor relations services for the Company and, at the same time, compensate the Consultant for said consulting services. The term of the Agreement is six (6) months. The Agreement may be renewed only by the mutual written agreement of the parties. The Agreement may be terminated at any time by the Company or Excipio by providing written notice to the other party. The Agreement qualifies as an Employee Benefit Plan as defined under Rule 405 of Regulation C. (2) Estimated solely for the purposes of determining the registration fee pursuant to Rule 457. On December 22, 2003, the fair market value of the Company's common stock, determined from its closing price on the Over-the-Counter Bulletin Board was $0.99 per share. On this basis, the maximum aggregate offering price for the shares being registered hereunder is $1,267,200, and this is the basis for computing the filing fee in accordance with Rule 457(h) and at a rate of the aggregate offering price multiplied by ..00008090. PART II ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents, which have been filed with the Securities and Exchange Commission (the "Commission") by the Registrant are incorporated by reference in this registration statement: (i) the Company's Annual Report on Form 10-KSB, as amended, for the fiscal year ended December 31, 2002, (ii) the Company's Quarterly Report on Form 10-QSB, as amended, for the quarter ended September 30, 2003, June 30, 2003, and March 31, 2003, and (iii) the Company's Reports on Forms 8-K and Forms 8-K, as amended, filed February 4, 2003. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of the filing of such documents. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Article 109 of the Colorado Corporations and Associations Act generally allows the Registrant to indemnify any person who was or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the Registrant or is or was serving at the request of the Registrant as a director, officer, employee or agent of any corporation, partnership, joint venture, trust or other enterprise. The Registrant may advance expenses in connection with defending any such proceeding, provided the indemnitee undertakes to pay any such amounts if it is later determined that such person was not entitled to be indemnified by the Registrant. ITEM 8. EXHIBITS The Exhibits required to be filed as part of this Registration Statement are listed in the attached Index to Exhibits. ITEM 9. UNDERTAKINGS (a) The undersigned Registrant hereby undertakes: 2 (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the change in volume and price represents no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement. (2) That for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act, (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Safety Harbor, Florida, on this 22nd day of December, 2003. NEW MILLENNIUM MEDIA INTERNATIONAL, INC. (Name of Registrant) Date: December 22, 2003 By:/s/ John "JT" Thatch ------------------------------------ John "JT" Thatch President/CEO Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- /s/ John "JT" Thatch 12/22/03 -------------------------------- Director, President, CEO & Acting CFO John "JT" Thatch /s/ Russell Wall 12/22/03 -------------------------------- Director Russell Wall 12/22/03
4 INDEX TO EXHIBITS
Number Description - ------ ----------- 4.1 Consulting Services Agreement between David Coloris, Excipio Group, S.A., and New Millennium Media International, Inc. 5 Opinion of The Otto Law Group PLLC 23.1 Consent of The Otto Law Group, PLLC (contained in exhibit 5) 23.2 Consent of Salberg & Company, P.A. 99.1 Lock-Up Agreement by and among David Coloris, Excipio Group, S.A., and New Millennium Media International, Inc.
5 EX-4.1 3 ex41-104.txt CONSULTING SERVICES AGREEMENT EXHIBIT 4.1 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement ("Agreement"), dated December 22, 2003, is made by and among David Coloris, individually ("Coloris"), Excipio Group, S.A. ("Consultant"), and New Millennium Media International, Inc., a Colorado corporation ("Client"). WHEREAS, Coloris has extensive background in the area of financial, marketing and investor relations consulting and performs said services through Consultant; WHEREAS, Coloris desires to (i) perform certain services (as hereinafter defined) for Client and, simultaneously with the execution of this Agreement, (ii) have the consideration, set forth in Section 2 of this Agreement, transferred to the Consultant, an entity that is solely owned and otherwise controlled by Coloris; WHEREAS, Consultant desires to be engaged by Client to provide consulting services regarding (i) advising the Client with respect to financial matters, (ii) marketing the Client's technology, and (iii) maintaining investor relations with various Client shareholders on the terms and subject to the conditions set forth herein (the "Services"); WHEREAS, Client is a publicly held corporation with its common stock shares trading on the Over the Counter Bulletin Board under the ticker symbol "NMMG," and desires to further develop its business and customers; and WHEREAS, Client desires to engage Consultant to provide the Services in its area of knowledge and expertise on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration for those services Consultant provides to Client, the parties agree as follows: 1. Services of Consultant. Consultant agrees to perform for Client the Services. As such Consultant will provide bona fide services to Client. The services to be provided by Consultant will not be in connection with the offer or sale of securities in a capital-raising transaction, and will not directly or indirectly promote or maintain a market for Client's securities. 2. Consideration. Client agrees to pay Consultant, as his fee and as consideration for services to be provided, One Million Two Hundred Eighty Thousand (1,280,000) shares of common stock of the Client, which shares shall be registered on Form S-8 with the United States Securities and Exchange Commission. 3. Confidentiality. Each party agrees that during the course of this Agreement, information that is confidential or of a proprietary nature may not be disclosed to any 6 other party, including, but not limited to, product and business plans, software, technical processes and formulas, source codes, product designs, sales, costs and other unpublished financial information, advertising revenues, usage rates, advertising relationships, projections, and marketing data ("Confidential Information"). Confidential Information shall not include information that the receiving party can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party, (b) was known to the receiving party as of the time of its disclosure, (c) is independently developed by the receiving party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party. 4. Late Payment. Client shall pay to Consultant all fees within fifteen (15) days of the due date. Failure of Client to finally pay any fees within fifteen (15) days after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the Services provided by Consultant, will be sufficient cause for immediate termination of this Agreement by Consultant. Any such suspension will in no way relieve Client from payment of fees, and, in the event of collection enforcement, Client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorneys' fees, courts costs, and collection agency fees. 5. Indemnification. (a) Client. Client agrees to indemnify, defend, and shall hold harmless Consultant and/or his agents, and to defend any action brought against said parties with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees to the extent that such action arises out of the negligence or willful misconduct of Client. (b) Consultant. Consultant agrees to indemnify, defend, and shall hold harmless Client, its directors, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such an action arises out of the gross negligence or willful misconduct of Consultant. (c) Notice. In claiming any indemnification hereunder, the indemnified party shall promptly provide the indemnifying party with written notice of any claim, which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified party shall not be final without the indemnified party's written consent, which shall not be unreasonably withheld. 7 6. Termination and Renewal. (a) Term. This Agreement shall become effective on the date appearing next to the signatures below and terminate six (6) months thereafter. Unless otherwise agreed upon in writing by Consultant and Client, this Agreement shall not automatically be renewed beyond its Term. (b) Termination. Either party may terminate this Agreement on thirty (30) calendar days written notice, or if prior to such action, the other party materially breaches any of its representations, warranties or obligations under this Agreement. Except as may be otherwise provided in this Agreement, such breach by either party will result in the other party being responsible to reimburse the non-defaulting party for all costs incurred directly as a result of the breach of this Agreement, and shall be subject to such damages as may be allowed by law including all attorneys' fees and costs of enforcing this Agreement. (c) Termination and Payment. Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement. And upon such termination, Consultant shall provide and deliver to Client any and all outstanding services due through the effective date of this Agreement. 7. Miscellaneous. (a) Independent Contractor. This Agreement establishes an "independent contractor" relationship between Consultant and Client. (b). Rights Cumulative; Waivers. The rights of each of the parties under this Agreement are cumulative. The rights of each of the parties hereunder shall not be capable of being waived or varied other than by an express waiver or variation in writing. Any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right. Any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such right. No act or course of conduct or negotiation on the part of any party shall in any way preclude such party from exercising any such right or constitute a suspension or any variation of any such right. 8 (c) Benefit; Successors Bound. This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights, and benefits hereof, shall be binding upon, and shall inure to the benefit of, the undersigned parties and their heirs, executors, administrators, representatives, successors, and permitted assigns. (d) Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. There are no promises, agreements, conditions, undertakings, understandings, warranties, covenants or representations, oral or written, express or implied, between them with respect to this Agreement or the matters described in this Agreement, except as set forth in this Agreement. Any such negotiations, promises, or understandings shall not be used to interpret or constitute this Agreement. (e) Assignment. Neither this Agreement nor any other benefit to accrue hereunder shall be assigned or transferred by either party, either in whole or in part, without the written consent of the other party, and any purported assignment in violation hereof shall be void. (f) Amendment. This Agreement may be amended only by an instrument in writing executed by all the parties hereto. (g) Severability. Each part of this Agreement is intended to be severable. In the event that any provision of this Agreement is found by any court or other authority of competent jurisdiction to be illegal or unenforceable, such provision shall be severed or modified to the extent necessary to render it enforceable and as so severed or modified, this Agreement shall continue in full force and effect. (h) Section Headings. The Section headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (i) Construction. Unless the context otherwise requires, when used herein, the singular shall be deemed to include the plural, the plural shall be deemed to include each of the singular, and pronouns of one or no gender shall be deemed to include the equivalent pronoun of the other or no gender. 9 (j) Further Assurances. In addition to the instruments and documents to be made, executed and delivered pursuant to this Agreement, the parties hereto agree to make, execute and deliver or cause to be made, executed and delivered, to the requesting party such other instruments and to take such other actions as the requesting party may reasonably require to carry out the terms of this Agreement and the transactions contemplated hereby. (k) Notices. Any notice which is required or desired under this Agreement shall be given in writing and may be sent by personal delivery or by mail (either a. United States mail, postage prepaid, or b. Federal Express or similar generally recognized overnight carrier), addressed as follows (subject to the right to designate a different address by notice similarly given): If to Client: New Millennium Media International, Inc. 200 9th Avenue North, Suite 210 Safety Harbor, Florida 34695 With a copy to: David M. Otto The Otto Law Group, PLLC 900 4th Ave., Suite 3140 Seattle, Washington 98164 If to Consultant: Excipio Group, S.A. 1776 Botelho Drive, Suite 224 Walnut Creek, CA 94596 (l) Governing Law. This Agreement shall be governed by the interpreted in accordance with the laws of the State of Florida without reference to its conflicts of laws rules or principles. Each of the parties consents to the exclusive jurisdiction of the federal courts of the State of Florida in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions. (m) Consents. The person signing this Agreement on behalf of each party hereby represents and warrants that he has the necessary power, consent and authority to execute and deliver this Agreement on behalf of such party. 10 (n) Survival of Provisions. The provisions contained in paragraphs 3, 5, 6, and 7 of this Agreement shall survive the termination of this Agreement. (o) Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and have agreed to and accepted the terms herein on the date written above. CLIENT: NEW MILLENNIUM MEDIA INTERNATIONAL, INC. By : _________________________ Name: John "JT" Thatch Its: CONSULTANT: EXCIPIO GROUP, S.A. By: ---------------------------------------- Name: David Coloris Its: By: ---------------------------------------- Name: David Coloris, individually 11 EX-5 4 ex5-104.txt OPINION OF THE OTTO LAW GROUP PLLC EXHIBIT 5 [Letterhead of The Otto Law Group] December 22, 2003 New Millennium Media International, Inc. 200 9th Avenue North, Suite 210 Safety Harbor, Florida 34695 Re: Registration of Common Stock of New Millennium Media International, Inc., a Colorado corporation ("NMMI"). Ladies and Gentlemen: In connection with the registration on Form S-8 under the Securities Act of 1933, as amended, of 1,280,000 shares of common stock of NMMI, we have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of this opinion and, based thereon, we advise you that, in our opinion, when such shares have been issued and sold in accordance with the registration statement referenced herein, such shares will be validly issued, fully paid and non-assessable shares of NMMI's common stock. We hereby consent to the filing of this opinion as an exhibit to the above described registration statement. Very truly yours, THE OTTO LAW GROUP, PLLC /s/ The Otto Law Group, PLLC 12 EX-23.2 5 ex232-104.txt CONSENT OF SALBERG & COMPANY, P.A. EXHIBIT 23.2 Independent Auditors' Consent We hereby consent to the incorporation by reference in the Registration statement on Form S-8 of New Millennium Media International, Inc. of our report dated April 11, 2003 on the financial statements of NMMI as of December 31, 2002 and for the year then ended. Our report dated April 11, 2003 contains an explanatory statement that states that the Company has operating losses, an accumulated deficit, cash used in operations and has a working capital deficiency which raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result in the outcome of that uncertainty. /s/ Salberg & Co., P.A. Salberg & Co., P.A. Boca Raton, FL December 24, 2003 EX-99.1 6 ex991-104.txt LOCK-UP AGREEMENT EXHIBIT 99.1 Lock-Up Agreement New Millennium Media International, Inc. 200 9th Avenue North, Suite 210 Safety Harbor, Florida 34695 December 22, 2003 David Coloris Excipio Group, S.A. 1776 Botelho Drive, Suite 224 Walnut Creek, CA 94596 Re: Lock-Up Agreement This Lock-Up Agreement is being delivered to you in connection with that certain Consulting Services Agreement, a copy of which is attached hereto as Exhibit A (the "Agreement"), entered into between Excipio Group, S.A. ("Excipio") and New Millennium Media International, Inc. ("NMMI"), pursuant to which Excipio shall perform certain financial, marketing and investor relations consulting services for a term of six (6) months (the "Services"). Pursuant to the Agreement, Excipio shall receive One Million Two Hundred Eighty Thousand (1,280,000) shares of common stock of NMMI (the "Shares"). As partial consideration for the Shares and the decision by NMMI to enter into the Agreement, you, David Coloris, and the entity through which you intend to provide the Services, Excipio, agree that until December 22, 2004 (the "Lock-Up Period"), you will not, without the prior written consent of NMMI, directly or indirectly, contract to sell or sell (the "Transfer") any of the Shares (the "Lock-Up"); provided, however, in the event you pledge, hypothecate or grant a security interest in the Shares to a third party and such third party forecloses on such pledge and/or security interest at any time during the Lock-Up Period, then you and the Shares underlying this Lock-Up shall be released from the Lock-Up. In the event that you receive consent from the transfer agent to Transfer shares of NMMI, you hereby agree that, during the Lock-up Period, the execution of any order relating to a Transfer of shares in NMMI shall be agreed to in writing by NMMI and placed through their transfer agent. All numbers contained in, and all calculations required to be made pursuant to this Agreement shall be adjusted as appropriate in order to reflect any stock split, reverse stock split, stock dividend or similar transaction effected after the date hereof. To enable NMMI to enforce the aforesaid covenants, you hereby consent to the placing of legends and stop-transfer orders on the Shares in the name of, or beneficially owned by, you. This Lock-up Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida without giving effect to choice of law or conflict of law principles. Very truly yours, NEW MILLENNIUM MEDIA INTERNATIONAL, INC. ---------------------- By: John "JT" Thatch Title: President/CEO Agreed and accepted this 22nd day of December, 2003. EXCIPIO GROUP, S.A. - ----------------------- By: David Coloris Its: - -------------------------------- By: David Coloris, Individually -----END PRIVACY-ENHANCED MESSAGE-----