UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 19, 2023, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Butterfly Network, Inc. (the “Company”), the Board approved the appointment of Joseph DeVivo as President and Chief Executive Officer, principal executive officer, and Chairman of the Board, effective as of April 24, 2023 (the “Effective Date”). Mr. DeVivo will serve as a director until his term expires at the 2023 annual meeting of stockholders at which time he will stand for election by the Company’s stockholders.
Mr. DeVivo, age 56, previously served as the President of Hospital and Health Systems for Teladoc Health, Inc. (“Teladoc”) from July 2020 to April 2022. Mr. DeVivo was the Chief Executive Officer of InTouch Health from 2016 until June 2020, when it was acquired by Teladoc. Prior to that, Mr. DeVivo served as the President, Chief Executive Officer, and Director of AngioDynamics, Inc. from 2011 to 2016. Most recently, he also served as the Executive Chairman of the Board of Directors of Caption Health prior to the acquisition of Caption Health by GE Healthcare. Mr. DeVivo also serves on the Board of Directors of the American Telemedicine Association and on the Board of Governors of St. Jude Children’s Research Hospital. Mr. DeVivo received his Bachelor of Science degree in Business Administration and Marketing and Management from the University of Richmond.
Mr. DeVivo’s employment agreement with the Company provides for “at will” employment beginning on the Effective Date. Pursuant to the terms of his employment agreement, Mr. DeVivo is entitled to an annual base salary of $875,000 and is eligible for an annual cash bonus targeted at 125% of his base salary. Mr. DeVivo will receive a one-time sign-on bonus in the amount of $500,000, which is recoverable in full by the Company in the event that Mr. DeVivo resigns without good reason (as defined in his employment agreement) or the Company terminates Mr. DeVivo’s employment for cause (as defined in his employment agreement) within 12 months of the commencement of his employment. Pursuant to the terms of his employment agreement, and pursuant to the terms of the Company’s Amended and Restated 2020 Equity Incentive Plan, Mr. DeVivo will be granted (i) 2.4 million restricted stock units (“RSUs”) relating to shares of the Company’s Class A Common Stock, par value $0.0001 per share (“Common Stock”), with one-third of such RSUs vesting on the grant date and the remainder of such RSUs vesting on a pro rata annual basis over the next two years and (ii) 1.6 million restricted stock units relating to shares of Common Stock of the Company (“Performance RSUs”), with the Performance RSUs to vest as follows: (i) one-third shall vest upon the achievement of a price for the Common Stock equal to or exceeding $3.00 per share, (ii) one-third shall vest upon the achievement of a price for the Common Stock equal to or exceeding $4.50 per share and (iii) one-third shall vest upon the achievement of a price for the Common Stock equal to or exceeding $6.00 per share. In each case, the closing stock price for 20 consecutive trading days must equal or exceed the share price targets, and provided such share price is achieved prior to the fifth (5th) anniversary of the grant date of such Performance RSU.
Mr. DeVivo is eligible to participate in the employee benefit plans generally available to full-time employees, subject to the terms of those plans. Mr. DeVivo is also eligible for reimbursement of certain expenses incurred in connection with business travel and will receive a reimbursement for monthly housing and related miscellaneous expenses of up to $16,666.66, less withholdings, to commence upon written election by Mr. DeVivo, in light of the Company’s requirement that he work primarily away from his state of residence. Pursuant to the terms of his employment agreement, if Mr. DeVivo’s employment is terminated for any reason, Mr. DeVivo will receive certain customary termination benefits, including any earned but unpaid base salary through the date of termination and any annual bonus that Mr. DeVivo would have received, if his employment is terminated after the completion of a calendar year but prior to the date any annual bonuses for such completed year have been paid. Additionally, if Mr. DeVivo’s employment is terminated by the Company without cause (as defined in his employment agreement) or by Mr. DeVivo for good reason (as defined in his employment agreement) outside of the change of control period (as defined in his employment agreement), subject to Mr. DeVivo’s execution of and nonrevocation of a separation agreement (as defined in his employment agreement), Mr. DeVivo will be entitled to receive: (i) a cash payment in an amount equal to one times the sum of Mr. DeVivo’s then current base salary plus Mr. DeVivo’s target bonus for the then current year and $100,000, (ii) health continuation rights under COBRA, subject to the terms set forth in his employment agreement, and (iii) partial acceleration of vesting of any unvested time-based equity awards. If Mr. DeVivo’s employment is terminated by the Company without cause or by Mr. DeVivo for good reason within the change of control period, subject to Mr. DeVivo’s execution of and nonrevocation of a separation agreement, Mr. DeVivo will be entitled to receive: (i) a cash payment in an amount equal to two times the sum of Mr.
DeVivo’s then current base salary plus Mr. DeVivo’s target bonus for the then current year plus $100,000, (ii) health continuation rights under COBRA, subject to the terms set forth in his employment agreement, and (iii) full acceleration of vesting of any unvested equity awards.
In connection with Mr. DeVivo’s appointment, Mr. DeVivo will enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.18 to the Company’s current report on Form 8-K (File No. 001-39292) filed with the Securities and Exchange Commission on February 16, 2021. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify Mr. DeVivo for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as one of our officers.
Mr. DeVivo has no family relationship with any of the executive officers or directors of the Company, and there are no transactions between Mr. DeVivo and the Company that would be required to be reported under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. DeVivo and any other person pursuant to which he was appointed as an officer of the Company.
The foregoing description of the employment agreement with Mr. DeVivo is qualified in its entirety by reference to the complete text of such agreement, which is filed as Exhibit 10.1 and is incorporated by reference herein.
In connection with Mr. DeVivo’s appointment as President and Chief Executive Officer, effective as of the Effective Date, Jonathan M. Rothberg will step down as Interim President and Chief Executive Officer and continue to serve as a director of the Board.
Item 7.01 Regulation FD Disclosure.
On April 24, 2023, the Company issued a press release announcing the appointment of Mr. DeVivo as President and Chief Executive Officer of the Company, a copy of which is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. |
| Description |
10.1 |
| |
99.1 |
| |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| BUTTERFLY NETWORK, INC. | ||
By: | /s/ Heather C. Getz, CPA | ||
Name: | Heather C. Getz, CPA | ||
Title: | Executive Vice President and Chief Financial Officer | ||
Date: April 24, 2023 |
Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (this “Agreement”) is made between Butterfly Networks, Inc. (the “Company”), and Joseph DeVivo (the “Executive”) and is effective as of April 21, 2023 (the “Effective Date”). Except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements or understandings between the Executive and the Company regarding the subject matter herein, including without limitation any other offer letter, term sheet, employment agreement or severance agreement or severance plan including without limitation the Company’s Executive Severance Plan.
WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company on the new terms and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
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(i) willful misconduct or gross negligence in the performance of Executive’s duties as Chief Executive Officer; (ii) refusal to follow the lawful directions of the Board; (iii) breach of a fiduciary duty owed to the Company or its shareholders; (iv) fraud, embezzlement or other material dishonesty with respect to the Company; (v) violation of applicable federal, state or local law or regulation governing the Company’s business; (vi) commission, conviction, plea of nolo contendere, guilty plea, or confession to a crime based upon an act of fraud, embezzlement or dishonesty or to a felony; (vii) habitual abuse of alcohol or any controlled substance or reporting to work under the influence of alcohol or any controlled substance (other than a controlled substance that Executive is properly taking under a current prescription); (viii) misappropriation (or attempted misappropriation) by Executive of any material assets or business opportunities of the Company or any of its subsidiaries or affiliates; (ix) a material failure to comply with the Company’s written policies or rules, as they may be in effect from time to time during Executive’s employment, including policies and rules prohibiting discrimination or harassment; or (x) a material breach of this Agreement, the Non-Competition, Confidentiality and Intellectual Property Agreement or any other written agreement between the Company or one of its subsidiaries and Executive, provided that Executive will have up to 30 days after notice from the Board to cure a failure or a breach under clause (ii), (iii), (ix) or (x), if curable, (the “Cure Period”). If the
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Executive cures the failure or breach under clause (ii), (iii), (ix) or (x) during the Cure Period, Cause shall be deemed not to have occurred.
The “Good Reason Process” shall mean that:
If the Company cures the Good Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred.
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The amounts payable under Section 5 shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over the Non-COC Salary Continuation Period
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commencing within 60 days after the Date of Termination; provided, however, that if the 60day period begins in one calendar year and ends in a second calendar year, such payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
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The amounts payable under Section 6(a)(i) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over the COC Salary Continuation Period commencing within 60 days after the Date of Termination (or the Change of Control Date, if later); provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination (or the Change of Control Date, if later). Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
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[Signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement effective on the Effective Date.
COMPANY
By: /s/ Jonathan Rothberg
Its: Founder & Chairman
EXECUTIVE
/s/ Joseph DeVivo
Joseph DeVivo
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Exhibit A
• | Board of Governors, St. Jude Children’s Research Hospital |
• | Treasurer, American Telemedicine Association |
• | Executive Chairman, HLTHi.ME |
• | Director, Quantum Surgical |
• | Venture Partner, Qiming Venture Partners |
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Exhibit B
Release
THIS RELEASE AGREEMENT (“Release Agreement”) is entered into as of ___________, 20__ (the “Effective Date”), by Joseph Devivo (the “Executive”) in consideration of the severance payments and benefits (the “Severance Benefits”) to be provided to the Executive by Butterfly Networks, Inc. or its successor (the “Company”) pursuant to Section 5 or Section 6 (as applicable) of the Employment Agreement between the Executive and the Company dated April 21, 2023 (the “Employment Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Employment Agreement.
WHEREAS, subject to the terms of Section 5 or Section 6 of the Employment Agreement (as applicable), the Executive is eligible to receive the Severance Benefits.
NOW, THEREFORE, in consideration of the Severance Benefits and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Executive agrees as follows:
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The Executive is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity Commission) pursue any claim on his behalf arising out of or related to his employment with and/or separation from employment with the Company; provided that nothing in this Release Agreement limits any right the Executive may have to receive a whistleblower award or bounty for information provided to the Securities and Exchange Commission. The Executive represents that the Executive has not assigned any claim to any third party.
1 21 days where the termination is not part of a group termination; 45 days where the termination is part of a group termination.
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IN WITNESS WHEREOF, the undersigned has duly executed this Release Agreement as of the day and year first herein above written.
EXECUTIVE:
Joseph DeVivo
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Exhibit 99.1
Butterfly Network Names Joseph M. DeVivo as President and Chief Executive Officer
Health Tech Executive Brings More Than 35 Years of Business Experience and Operational Excellence to Butterfly
—
BURLINGTON, MA, April 24, 2023 – Butterfly Network, Inc., a digital health company transforming care through the power of handheld, whole-body ultrasound, has announced the appointment of Joseph M. DeVivo as its new President and Chief Executive Officer (CEO), effective immediately. Mr. DeVivo will also join Butterfly’s Board of Directors, serving as Chairman.
DeVivo brings over 35 years of business leadership experience, having held leadership positions at healthcare and medical device companies, as well as non-profit organizations. Prior to joining Butterfly, DeVivo served as President of Hospitals and Health Systems at Teladoc Health, a telemedicine and virtual healthcare company, and as CEO and Director at InTouch Health, a leader in high acuity telehealth.
As CEO and Director at InTouch Health, DeVivo grew topline revenue by a compound annual growth rate of 30 percent over four years, oversaw the sale of the business to Teladoc Health for $1.1b and, following the sale, led the consolidation of InTouch with existing businesses at Teladoc Health. He has also held executive positions at AngioDynamics, Smith and Nephew, RITA Medical Systems and Computer Motion Incorporated, and served as Chairman of the Board and Independent Director at Surgiquest.
Most recently, DeVivo served as Executive Chairman of the Board of Directors at Caption Health, a leading AI-guided ultrasound platform that enables earlier disease detection and monitoring through AI-based diagnostics and analysis. At Caption Health, DeVivo was instrumental in the successful sale of the company to GE Healthcare. DeVivo also serves on the Board of Governors for St. Jude Children’s Research Hospital and for the Lausanne Collegiate School, and is the Treasurer on the Board of Directors at the American Telemedicine Association.
“Joseph DeVivo’s proven commercial success, deep understanding of the market and ability to think strategically to scale and run businesses over a three-decade career were essential criteria in our search for a new CEO,” said Dr. Jonathan Rothberg, Butterfly Network’s Founder, Board Member and outgoing Interim CEO. “His industry and commercial expertise, paired with his dedication make him the ideal candidate to lead Butterfly. We are excited to have him join Butterfly as we continue transforming healthcare through AI-enabled, semiconductor-based, portable whole-body imaging, and I am confident in his ability to make Butterfly widely successful.”
Dr. Rothberg added, “On a personal note, Joseph is a wonderful mentor with an ideal combination of strategy, operations and people skills. As an investor, a Board Member, and a Founder who cares deeply for the company and team, I am excited to have him onboard.”
“I am thrilled to be joining Butterfly Network as President and CEO at this pivotal moment in its journey as the company continues to drive progress in the adoption of accessible, affordable and portable imaging technology,” said DeVivo. “I also look forward to collaborating with and leading the team at Butterfly to advance the company’s goal of making the Butterfly iQ+ as ubiquitous as the stethoscope, ensuring that every patient has access to this potentially life-changing technology anywhere and everywhere.”
DeVivo’s appointment follows the company’s recent 510(k) clearance for a groundbreaking AI-enabled Auto B-line Counter that may simplify how healthcare professionals evaluate adults with suspected diminished lung function and can potentially accelerate their ability to make informed treatment decisions at the point of care, with plans to launch the new product in early summer, 2023, in the United States.
For more information on Butterfly Network and its innovative solutions, visit: https://www.butterflynetwork.com/.
About Butterfly Network
Founded by Dr. Jonathan Rothberg in 2011 and listed on the New York Stock Exchange through a business combination with Longview Acquisition Corp., Butterfly created the world's first handheld, single probe whole-body ultrasound system using semiconductor technology, the Butterfly iQ+. Butterfly's mission is to democratize medical imaging and contribute to the aspiration of global health equity, making high-quality ultrasound affordable, easy-to-use, globally accessible, and intelligently connected, including for the 4.7 billion people around the world lacking access to ultrasound. Through its proprietary Ultrasound-on-Chip™ technology, Butterfly is paving the way for earlier detection and remote management of health conditions around the world. The Butterfly iQ+ can be purchased today by trained healthcare practitioners in areas including, but not limited to, parts of Africa, Asia, Australia, Europe, North America and South America; to learn more about available countries, visit: butterflynetwork.com/choose-your-country.
Butterfly iQ+ is a prescription device intended for trained healthcare professionals only.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ from its expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s expectations with respect to financial results, future performance, development of products and services, and the size and potential growth of current or future markets for its products and services. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the
forward-looking statements. Most of these factors are outside the Company’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the impact of COVID-19 on the Company’s business, including issues relating to Omicron or other variants; the ability to recognize the anticipated benefits of the business combination; theCompany’s ability to grow and manage growth profitably; the success, cost and timing of the Company’s product and service development activities; the potential attributes and benefits of the Company’s products and services; the degree to which our products and services are accepted by healthcare practitioners and patients for their approved uses; the Company’s ability to obtain and maintain regulatory approval for its products, and any related restrictions and limitations of any approved product; the Company’s ability to identify, in-license or acquire additional technology; the Company’s ability to maintain its existing license, manufacture, supply and distribution agreements; manufacturing and supply of the Company’s products; the Company’s ability to compete with other companies currently marketing or engaged in the development of products and services that the Company is currently marketing or developing; changes in applicable laws or regulations; the size and growth potential of the markets for the Company’s products and services, and its ability to serve those markets, either alone or in partnership with others; the pricing of the Company’s products and services and reimbursement for medical procedures conducted using its products and services; the Company’s estimates regarding expenses, revenue, capital requirements and needs for additional financing; the Company’s financial performance; the Company’s ability to raise financing in the future; and other risks and uncertainties indicated from time to time in the Company’s most recent Annual Report on Form 10-K or in subsequent filings that it makes with the Securities and Exchange Commission. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions you not to place undue reliance upon any forward-looking statements, which speak only as of the date of this press release. The Company does not undertake or accept any obligation or undertake to release publicly any updates or revisions to any forward-looking statements to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based.
Butterfly Network Contacts:
Media
Liz Learned
media@butterflynetwork.com
Investors
Heather Getz
investors@butterflynetwork.com
N-2 |
Apr. 24, 2023 |
---|---|
Cover [Abstract] | |
Entity Central Index Key | 0001804176 |
Amendment Flag | false |
Securities Act File Number | 001-39292 |
Document Type | 8-K |
Entity Registrant Name | BUTTERFLY NETWORK, INC. |
Entity Address, Address Line One | 1600 District Avenue |
Entity Address, City or Town | Burlington |
Entity Address, State or Province | MA |
Entity Address, Postal Zip Code | 01803 |
City Area Code | 781 |
Local Phone Number | 557-4800 |
Entity Emerging Growth Company | false |
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