-----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, QjpaI3kucVoOsH1YOhEiBf0phA1vd7Yz+dgSKe0+OaoTlyI1/h2jniFqbNZAX55p SYgANTakwnUh72Wsr5QPCQ== 0001203944-07-000053.txt : 20071217 0001203944-07-000053.hdr.sgml : 20071217 20071217162748 ACCESSION NUMBER: 0001203944-07-000053 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071214 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071217 DATE AS OF CHANGE: 20071217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAPTOR PHARMACEUTICALS CORP. CENTRAL INDEX KEY: 0001203944 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 980379351 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50720 FILM NUMBER: 071310331 BUSINESS ADDRESS: STREET 1: 9 COMMERCIAL BLVD, SUITE 200 CITY: NOVATO STATE: CA ZIP: 94949 BUSINESS PHONE: 415-382-1390 MAIL ADDRESS: STREET 1: 9 COMMERCIAL BLVD, SUITE 200 CITY: NOVATO STATE: CA ZIP: 94949 FORMER COMPANY: FORMER CONFORMED NAME: HIGHLAND CLAN CREATIONS CORP. DATE OF NAME CHANGE: 20060531 FORMER COMPANY: FORMER CONFORMED NAME: HIGHLAND CLAN CREATIONS CORP DATE OF NAME CHANGE: 20021106 8-K 1 raptor8k121707.htm RAPTOR 8-K 121707

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 14, 2007

 

RAPTOR PHARMACEUTICALS CORP.

(Exact name of registrant as specified in its charter)

 

Delaware

000-50720

98-0379351

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

9 Commercial Blvd., Suite 200, Novato, California 94949

(Address of principal executive offices and Zip Code)

 

Registrant’s telephone number, including area code: (415) 382-8111

 

Not applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

 

 

ITEM 1.01 Entry Into a Material Definitive Agreement

 

On December 14, 2007, Raptor Pharmaceuticals Corp., a Delaware corporation (the “Company”) entered into a Merger Agreement (the “Merger Agreement”), dated as of the same date, by and between the Company, Bennu Pharmaceuticals Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Bennu”), and Encode Pharmaceuticals, Inc., a Delaware corporation (“Encode”). Pursuant to the Merger Agreement, a certificate of merger was filed with the Secretary of State of the State of Delaware and Encode was merged with and into Bennu and the existence of Encode ceased as of the date of the Merger Agreement. Pursuant to the Merger Agreement and the certificate of merger, Bennu, as the surviving corporation, will continue as a wholly-owned subsidiary of the Company.

 

The Agreement

 

The following is a brief summary of the terms and conditions of the Merger Agreement that are material to the Company. This summary is qualified in its entirety by reference to the full text of the Merger Agreement, and any reports, definitive proxy statements or information statements filed subsequent to this Current Report on Form 8-K by the Company under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed with the Securities Exchange Commission (the “SEC”) that relate to the transaction.

 

Under the terms of and subject to the conditions set forth in the Merger Agreement, Three Million Four Hundred Forty-Four Thousand Two Hundred Ninety Seven (3,444,297) restricted, unregistered shares of the Company’s common stock, par value $.001 per share (the “Common Stock”) will be issued to the stockholders of Encode (the “Encode Stockholders”), options (“Company Options”) to purchase Three Hundred Fifty Seven Thousand Four Hundred Twenty Seven (357,427) restricted, unregistered shares of Common Stock will be issued to the optionholders of Encode (the “Encode Optionholders”), and warrants (“Company Warrants”) to purchase One Million Ninety Eight Thousand Two Hundred Seventy Six (1,098,276) restricted, unregistered shares of Common Stock will be issued to the warrantholders of Encode (the “Encode Warrantholders”, and together with the Encode Stockholders and Encode Optionholders, the “Encode Securityholders”), as directed in the Merger Agreement, as of the date of such Agreement. Such Common Stock, Company Options to purchase Common Stock, and Company Warrants to purchase Common Stock in an aggregate amount equal to Four Million Nine Hundred Thousand (4,900,000) shares of Common Stock issuable to the Encode Securityholders as of the closing of the Merger are referred to herein as the “First Shares.”

 

The Encode Stockholders, Encode Optionholders, and Encode Warrantholders, respectively, will be, subject to the achievement of certain future events by Bennu (each, a “Trigger Event”, and together, the “Trigger Events”), eligible to receive up to an additional One Million Six Hundred Eighty Seven Thousand Three (1,687,003) restricted, unregistered shares of Common Stock, options to purchase One Hundred Seventy Five Thousand Sixty Six (175,066) restricted, unregistered shares of Common Stock, and warrants to purchase Five Hundred Thirty Seven Thousand Nine Hundred Thirty One (537,931) restricted, unregistered shares of Common Stock, respectively. The payments made by the Company pursuant to any of the Trigger Events are referred herein to as “Milestone Payments.” Such Trigger Events events are set forth below:

 

 

•

Upon the receipt by Bennu at any time prior to the fifth-year anniversary of the Merger Agreement of approval to market and sell a product for the treatment of Cystinosis (a “Cystinosis Product”) predominantly based upon and derived from the assets acquired from Encode, from the applicable regulatory agency (e.g., FDA and EMEA) in a given major market in the world, the Encode Securityholders will be entitled to receive, in the aggregate, Common Stock, Company Options to purchase Common Stock, and Company Warrants to purchase Common Stock in an amount equal to Five Hundred Thousand (500,000) shares of Common Stock; and

 

 

•

Upon the receipt by Bennu at any time prior to the fifth-year anniversary of the Merger Agreement of approval to market and sell a product, other than a Cystinosis Product, predominantly based upon and derived from the assets acquired from Encode, from the applicable regulatory agency (e.g., FDA and EMEA) in a given major market in the world, the Encode Securityholders will be entitled to receive, in the aggregate, Common Stock, Company Options to purchase Common Stock, and Company Warrants to purchase Common Stock in an amount equal to One Million Nine Hundred Thousand (1,900,000) shares of Common Stock.

 

If within five years from the date of the Merger Agreement, there occurs a transaction or series of related transactions that results in the sale of all or substantially all of the assets acquired from Encode other than to an affiliate of the Company or Bennu in such case where such assets are valued at no less than $2.5 Million, the Encode Securityholders will be entitled to

 


 

 

receive, in the aggregate, Common Stock, Company Options to purchase Common Stock, and Company Warrants to purchase Common Stock in an amount equal to Two Million Four Hundred Thousand (2,400,000) shares of Common Stock, less the aggregate of all Milestone Payments previously made or owing, if any. Such Common Stock, Company Options to purchase Common Stock, and Company Warrants to purchase Common Stock in an amount equal to Two Million Four Hundred Thousand (2,400,000) shares of Common Stock received by the Encode Securityholders as of the happening of the Trigger Events, if at all, are referred to herein as the “Contingent Shares.”

 

Pursuant to the terms of the Merger Agreement, the Company will at any time following 140 days from the closing date of the Merger and prior to the expiration of the fourth anniversary of the Merger Agreement, grant to an Encode stockholder the right to demand the registration of its portion of the First Shares and Contingent Shares, if any, subject to the terms and conditions of the Merger Agreement.

 

Pursuant to the terms of the Merger Agreement, if at any time prior to the 140th day following the date of the Merger Agreement, the Company files a registration statement with the SEC (other than a Form S-4 or Form S-8), the Encode Securityholders shall have the right to include in the registration statement their respective portion of the First Shares as set forth in the Merger Agreement.

 

Pursuant to the terms of the Merger Agreement, the First Shares have not been (and when issued, if at all, the Contingent Shares will not be), and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly they will not be fully transferable except as permitted under various exemptions contained in the Securities Act and applicable state securities laws, or upon satisfaction of the registration and prospectus delivery requirements of the Securities Act.

 

ITEM 3.02 Unregistered Sales of Equity Securities

 

The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 in its entirety. The sales and issuances of the First Shares under the Merger Agreement to the Encode Securityholders were exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering. The Company relied upon the representations made by Encode pursuant to the Merger Agreement in determining that such exemptions were available. No underwriting discounts or commissions were paid by the Company in connection with these transactions.

 

ITEM 8.01 Other Events

 

On December 17, 2007, the Company issued a press release, in the form attached to this Current Report on Form 8-K as Exhibit 99.1, that announced the Company had entered into the Merger Agreement.

 

ITEM 9.01 Financial Statements and Exhibits

 

 

(d)

Exhibits.

 

99.1

Press Release of the Company dated as of December 17, 2007

 

 

 


 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 


 

 

 

RAPTOR PHARMACEUTICALS CORP.

 

 


By: /s/ Kim R. Tsuchimoto

 

 

 

Kim R. Tsuchimoto
Chief Financial Officer, Treasurer and Secretary
Date: December 17, 2007

 

 

 


 

 

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release of the Company dated as of December 17, 2007

 

 

 

 

 

 

 EX-99 2 pressrelease121707.htm RAPTOR PRESS RELEASE 121707


NEWS

 

Raptor Pharmaceuticals

Acquires Orphan Clinical Program

 

Novato, California, December 17, 2007 – Raptor Pharmaceuticals Corp. (“Raptor” or the “Company”) (OTC Bulletin Board: RPTP), today announced that its clinical development division, Bennu Pharmaceuticals Inc. (“Bennu”), has acquired a clinical product candidate, EC Cysteamine. Bennu received the exclusive worldwide license to EC Cysteamine, developed by clinical scientists at the University of California, San Diego, School of Medicine, by way of its acquisition by merger of Encode Pharmaceuticals, Inc. (“Encode”), previously a privately held, development-stage pharmaceutical company.

 

EC Cysteamine is a proprietary enterically coated formulation of cysteamine bitartrate, a cystine depleting agent currently approved by the U.S. Food and Drug Administration (“FDA”). Cysteamine bitartrate is prescribed for the management of the genetic disorder known as nephropathic cystinosis (“cystinosis”), a lysosomal storage disease characterized by the poor transport of cystine out of lysosomes. If left untreated, this disorder is associated with a high morbidity rate, including renal failure. EC Cysteamine has received orphan drug designation from the FDA’s Office of Orphan Products Development for the treatment of cystinosis. An evaluation of the product’s efficacy is currently underway in a clinical trial generously supported by the Cystinosis Research Foundation of Irvine, CA. The active ingredient in EC Cysteamine has also demonstrated potential in studies as a treatment for other metabolic and neurodegenerative diseases, such as Batten disease and Huntington’s disease.

 

“EC Cysteamine will add value, and balance our clinical portfolio with an advanced clinical program focused on a safe and potentially more effective second generation, proprietary treatment for the management of cystinosis,” stated Dr. Christopher M. Starr, Raptor’s Chief Executive Officer. “We plan to continue evaluating EC Cysteamine in other disorders for which it has already shown promise in the clinic.”

 

Nicholas Stergis, founder and former Vice Chairman of Encode, stated, “Having founded Encode over five years ago, I am pleased to execute this transaction with Raptor’s team. We have been very impressed with the Raptor management team’s broad expertise, sound development strategy, and the successful track record in advancing orphan designated therapies to commercialization.”

 

With its acquisition of Encode, Bennu obtained intellectual property rights related to EC Cysteamine, including an exclusive worldwide license to develop and market a product which has received orphan status. Ranjan Dohil, M.D., Associate Professor of Pediatrics at the University of California, San Diego, School of Medicine, will remain the lead clinical investigator for the ongoing cystinosis trial.

 

“Although cysteamine bitartrate has been approved for nephropathic cystinosis in both the U.S. and E.U. since 1994, optimal dosing has been limited by the required frequency of ingestion and associated gastrointestinal symptoms,” stated Dr. Dohil. “Through the generous and untiring support of the Cystinosis Research Foundation over the past five years, we have been able to

 


 

undertake studies which have culminated in our ongoing clinical study using an enteric-release preparation of cysteamine bitartate. Preliminary clinical data has shown that EC Cysteamine improves gastrointestinal tolerance and absorption, which may allow for less frequent dosing compared to currently marketed cystinosis treatments. Enteric-coated cysteamine could increase compliance and utilization to expand the treatment population of nephropathic cystinosis patients. Improvements in patient tolerability also open the door for new clinical studies to evaluate the product’s efficacy in addressing other unmet medical needs.”

 

“I am excited that our clinical development pipeline now includes EC Cysteamine.” stated Ted Daley, President of Bennu, “We believe this improved reformulation of cysteamine bitartrate can dramatically improve the quality of life of existing cystinosis patients. Given that cysteamine bitartrate is a well known compound, we expect to initiate trials in new indications quickly.”

 

About Raptor Pharmaceuticals Corp.

 

Raptor Pharmaceuticals Corp.’s business consists of two segments: its 100% ownership of development stage biotechnology company Raptor Pharmaceutical Inc. (“Raptor Inc.”); and its 100% ownership of clinical-stage development company Bennu Pharmaceuticals Inc. Raptor Inc. bioengineers novel drug candidates and drug-targeting platforms derived from the human receptor-associated protein (“RAP”) and related proteins, while Bennu advances clinical-stage product candidates towards marketing approval and commercialization.

 

Raptor Inc.’s preclinical programs target cancer, neurodegenerative disorders and infectious diseases. HepTide™ is designed to utilize engineered RAP-based peptides conjugated to drugs to target their delivery to the liver to potentially treat primary liver cancer and hepatitis. In neurodegenerative diseases, engineered RAP peptides called NeuroTrans™ are currently undergoing evaluation at Stanford University in cell culture and preclinical models for their ability to enhance the transport of molecules from blood to brain. In an effort to protect its novel approach, Raptor Inc. currently has five patent applications in review in the U.S., and countries in Europe and Asia, as well as two provisional patent applications licensed from Washington University. In addition, Raptor Inc. has recently submitted two new provisional patent applications in the U.S., the first of which covers a new family of RAP peptides, and the second application to further support and expand its coverage in specific disease indications.

 

Bennu executes the clinical development of internal products and in-licensed candidates that are: 1) new chemical entities in mid-to-late stage clinical development; 2) currently approved drugs with potential efficacy in additional indications; and 3) treatments that Bennu could repurpose or reformulate as potentially more effective or convenient treatments for their currently approved indications. Bennu’s initial clinical programs include the treatment of aldehyde dehydrogenase (“ALDH2”) deficiency and nephropathic cystinosis.

 

For additional information, please visit www.raptorpharma.com.

 

  

FORWARD LOOKING STATEMENTS

 

This document contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future results of operation or future financial performance, including, but not limited to the following statements: the Company’s ability to develop a safer and more effective treatment for nephropathic cystinosis; the Company’s ability to conduct clinical trials and to address the unmet needs in metabolic and neurodegenerative diseases; the ability of EC Cysteamine to add value and balance to our clinical portfolio; the Company’s ability to improve compliance and utilization of EC cysteamine in cystinosis patients and expand the treatment population; the Company’s ability to address Huntington’s disease and Batten disease; and the Company’s ability to introduce EC cysteamine quickly to cystinosis patients as well as to initiate trials in new indications. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause our actual results to be materially different from these forward-looking statements. Factors

 


 

which may significantly change or prevent our forward looking statements from fruition include that we may be unsuccessful in developing any products or acquiring products; that our technology may not be validated as we progress further and our methods may not be accepted by the scientific community; that we are unable to retain or attract key employees whose knowledge is essential to the development of our products; that unforeseen scientific difficulties develop with our process; that our patents are not sufficient to protect essential aspects of our technology; that competitors may invent better technology; that our products may not work as well as hoped or worse, that our products may harm recipients; and that we may not be able to raise sufficient funds for development or working capital when we require it. As well, our products may never develop into useful products and even if they do, they may not be approved for sale to the public. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they were made. Certain of these risks, uncertainties, and other factors are described in greater detail in our filings from time to time with the Securities and Exchange Commission (the “SEC”), which we strongly urge you to read and consider, including our Registration Statement on Form SB-2, as amended, that was declared effective on July 10, 2006 and our annual report on Form 10-KSB filed with the SEC on November 13, 2007, all of which are available free of charge on the SEC’s web site at http://www.sec.gov. Subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth in our reports filed with the SEC. We expressly disclaim any intent or obligation to update any forward-looking statements.

 

# # #

For more information, please contact:

The Ruth Group

Sara Ephraim (investors)

Janine McCargo (media)

 

(646) 536-7002

(646) 536-7033

 

sephraim@theruthgroup.com

jmccargo@theruthgroup.com

 

 

 

 

 

 GRAPHIC 3 img1.jpg GRAPHIC begin 644 img1.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!P@'!@H("`@+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#V:BBB@`HH MHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB M@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`**3-% M`"T444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`444E`"TA(` MR3BN'^+!N$\,036\DD8CNEWLCE3@JP[>Y%>?:=>>(_$=C;^&]->=TCWO-^]( MWY;.78_PCIC^==5/#.I#GO9$N5G8]X61'Y1U;'HI.*Y#X>>&=1 M\,Z?>0:B(0\TP=/*?<,;<>@KG=0^'WB?7];NGU#5`MH)F\EI9"YV9.,(,`?I MWJ%3@Y-.6BZCN>H++&QPLBDGL&%.KQG7_AKJ?AW3WU.TOUNEMQND\M3&Z+_> M')R!WKK/ACXGN-:L9]/OYFFNK3#+(Y^9XSZ^I![^XJIT$H<\)70D];'=TUF5 M5W,P`]2:\@^*MWS3I;6*$JF\D M19!&0JCDGCJ>]4L-[BFY63#FZ'L2RQN<+(K'T!S3LUX=KW@?6_"(&I6]SYT$ M;?\`'S;$H\7H2.P]\D5W7PY\83>(+66PU%_,OK4;A)MQYL><9/N#P?PI3P]H M<\'=`I:V+?Q#\1ZAX;T>WGT[RA+/-Y1:1-VT;2<@>O'>CX;ZM?ZUX;DN]1N6 MN)OM3J'8`8`"X''U->>>-?"FJZ$GVZ^U%;F&YNF$<:NY*9RPX/'3BD\+>"]9 M\0Z4U[I^JI:PB5HS&TDB\@#)^7CO71[&E["_-UWL*[N>X4C.J#+L%'J3BN-D MOI?A[X$C2_G2\OD9DB^9B)'9B1R><`=?I7`Z9I7B+XBZC)/ MYQR#]:*?B)="WLD=;:W15>-)-D2G&"7/RW.QC_LJH('_ M`(\:O_%7_D2I/^OB+_T*JWPA_P"14N/^OQ__`$%:[4_]E^9'VCN^!UK@/$7Q M4L].NGL])MA?S1MM:4MB//<#'+?RKIO&-S-9>$-4N(#B1;=MI],\9_6O/?A% MI^GW&I7MS.B275LJ>0K<[0+_`!UJNFW, M0T11`\1\R06C#"$XZ?8N/^^UKU'7)$AT'4))'"JMM(23 MT'RFO+?@[QXBO,_\^7_LZUO&:E0G:-MA6LT1?%S_`)&V+_KS3_T)J]0\*P10 M>%=+CB0(OV2-L#U*@D_F:\P^+?/BZ(?].:?^A-7HG@;5[;5O"MD867S+>)89 M8\Y*,HQS]<9_&IK)_5X,%NS;O+6*\LI[690T\2Z[!X>T2XOIF7>JD0QD\R/V`_P`]*\L^%FG/?>+?MC+E M+.)I&;G`=N`/U;\J6'THU&]@>Z.H^,/_`"`+#_K[_P#9&JS\)!_Q1\G_`%^2 M?R6H/C!&[>';.15)1+L;CZ95@*?\)KB%/"7KP22!T]L?K7:^`K6*U\%:8L2X\R'S6/JS')-'^'5E\1>/H+I]L7F79NY3D`(`V[O[X'XT82Z4WTL$NAO?&'_ M`)#^G_\`7J?_`$*NY^']I%:^"M-\I`#-'YKG'+,QR2?Y?05PGQ?97UW3F5@R MFU;!!R/OUZ#X(_Y$K2/^O9:=;_=H(%\1NTM9=SK8LY,7&G7ZQX),J0>8O!QT M0D\_2H[3Q7H5X_EQZI;K+Q^[E;RWR>VUL'-<7*^Q9L44U6#J&4@@]"#FEJ0% MHHHH`****`"BBB@`HHHH`*2HKJ22&VEDAA::1$++&I`+D#@9/3->;7OQ$\5S M7+VUAX9>WEBQYB21/*R_7``Q[UI3I2J;";L;GQ5_Y$J3_KXB_P#0JJ_"5TB\ M)7#2,%'VUN6.!]U:YR\TKXC>*H_L^H1.EON7*2F.),]0<#DXI]K\(M9EA*W> MJ6\"D$B--SC=VST'XUV\L(T?9RFKW]2=;WL>A:IXB\-I;2VM_JMGYM*_\`AYK^C3K++IO] MH6R-EOLC\L/IC]^'D9$.J:')IUSOY6\#R`$''#'M]0*TIQA25XMR3 M[6$[LYC5?&_B#6[0V5[J&Z%S\T<2*F_V.!S]*?X5U#7=#OY[O2M,FN9&A,3J M;=V`!((/'N*]ETA_#5Q$#I`TYE8AL6ZIG/;('(/'Z5L9K*6+BDXJ&@^7S/G[ MQ;J&LZCJD5SKMH+2X-NNU!&4RF20<$GOG\JU]+^'OC&-Q=6A2Q#[(J&58R5W;FXR!UKK?$NMW>E'2(8=1:PAFM97D M=;<2LS*J[1@@XR36KK2]G%02UN*VNIRS_#'Q+JC^;J.M6TDZ?+B65Y64=N>U M:%K\*-3BLC`?$SP*[;I(H8VV%NQ^\,TS2M0U^#5KO5W5H9)9+%;VT^SY,NZ/ M!P>H(]O6DT[Q=XEU&[M[1+MHQ<7-NOFM;JS1*X?5VH,_CBJJZ_P"+KAG: M/4_+!BO)D1K)2!Y+X5IPRH)]9OEFTZ&>XAN M(K:]-PL=OA@R/^ZVG']WTY/6IO7?VAZ'03^`=#OE2*_EO[YXAPUQ>NQ&>^,X M'Y5FO\)O#*(2\]\%'4M.H`_\=JB^LWMGJ)>VO]EI=R0_:-6%F"V/*)7*XQDG MYI:8)9KJRDMIHP'@"LVU05D&%&`W.!D]:4%6O92T!V-V M?X1Z)+&@M[^^B"^KJXQZ`$<5/!X#UG3HU@TKQC>V]NJ@".2(.%QV'/`]JE\. MZQJLU_JEM-.+F.U@W6XAC`C3J`AX#;^.1DBLJV\4ZC+I5A-+XADB:=B+R0Z< M,VK!"0FW;W(ZG/3WHYJST;O^(:&RMI\0+,,5U+2;\;QA986C.W/JO_UZKW6I M:E,AA\3^!SOYYQP:GD\2^,/"RE]?TR+4K$?\` M+Y9G!`]3^'J!]:[NYL[6]B,5W;17$9&"LJ!A^M5;31+"P=C9QM#&V=T*N?*. M?]@\?E4>U3^)7_KN.Q7T+Q7HWB*+=I]VK2`9:!_ED7_@/]1FMBO&?B)9^'M. MU**XT.Y6&_WDS0VS?+'_`+61]PY[#]*[GXM>'/,U-79H9/+CG;@S+@< M^Y'3/>JJ4$H*I';S$GK8ZZBBBN8H****`"BBB@`I,>]+10`E+110`E075A:7 MR;+NUAN%_NRQAA^M6**`.3N_AIX8N7\R.SDLY.SVLK(1].U55\#:QI__`""/ M&%_"JCY8K@"5>/NCV'KQ7;45JJU3:_ZBL<8L7Q%LFXN=(U)!\QWJ8F;_`&1@ M8_&HVUGQ7!/!N!^5=O24>T76*_KT"QR2^.GCD ME2\\+ZW;B/JRV_F#WY!Q2Q_$GP\\!EF:]MP.HELY.!ZY`(_6NMI&4,I5@"#P M01UI$Y$#?VY;KD`X;((^HQ5R#Q9X=N8A+'KEB5/3=.JG\B M:TC9VW_/O%_WP*J'PYH;$DZ-8$GDDVR<_I1>GV8:C?\`A)=!_P"@WI__`(%) M_C0/$>A.0J:S8,3T`N4_QI?^$;T+_H"Z?_X#)_A1_P`(WH7_`$!=/_\``9/\ M*7N>8]1H\2Z"?^8WI_\`X%)_C1_PDN@_]!O3_P#P*3_&G?\`"-Z%_P!`73__ M``&3_"C_`(1O0O\`H"Z?_P"`R?X4>YYB*UQXR\-6FWSME2'QUJ%PS+I_A#5YF(S&TJ")6 M'KD]*[!45%"HH51T`&`*=3YH+[/XA9G$G5?B#J(_T30;+3D8G:]U-N90.Q`_ MPJO-X,\6:T0NN>*BL.T;HK1-N?4'&!^//TKOJ*:K-?"DOZ\PL -----END PRIVACY-ENHANCED MESSAGE-----