-----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, Ao1DduoTYQHNZCWCtJGyGxLXrnAdSP48gO8HTtLmE3H3j/RgJqq9Xs+d/UL7june eLmYbF8FV35nBRQhI88ACw== 0000028630-96-000014.txt : 19961023 0000028630-96-000014.hdr.sgml : 19961022 ACCESSION NUMBER: 0000028630-96-000014 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961018 EFFECTIVENESS DATE: 19961018 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIAGNOSTIC RETRIEVAL SYSTEMS INC CENTRAL INDEX KEY: 0000028630 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 132632319 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-14487 FILM NUMBER: 96645551 BUSINESS ADDRESS: STREET 1: 3RD FLOOR STREET 2: 5 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 201-898-1500 MAIL ADDRESS: STREET 1: 16 THORNTON RD CITY: OAKLAND STATE: NJ ZIP: 07436 S-8 1 3 As filed with the Securities and Exchange Commission on October 18, 1996 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DIAGNOSTIC/RETRIEVAL SYSTEMS, INC. (exact name of registrant as specified in its charter) Delaware 13-2632319 (State of incorporation) (IRS Employer Identification No.) 5 Sylvan Way Parsippany, New Jersey 07054 (Address of principal executive offices) (Zip Code) Diagnostic/Retrieval Systems, Inc. 1996 Omnibus Plan (Full title of the plan) Mark S. Newman Chairman of the Board President and CEO 5 Sylvan Way Parsippany, NJ 07054 (201)898-1500 (Name, address and telephone number, including area code of agent for service) Copies to: Mark N. Kaplan, Esq. Skadden, Arps, Slate, Meagher & Flom 919 Third Avenue New York, New York 10022 (212) 735-3000 CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered Per Share (1)(2)Price (2) Fee (3) Common Stock, par value $.01 per share 500,000 (4) $9.875 $4,937,500 $1,496.21 (1) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933, as amended (the "Securities Act"), on the basis of the average of the high and low sale prices for a share of Common Stock on the American Stock Exchange on October 11, 1996. (2) Estimated solely for the purpose of calculating the registration fee. (3) The registration fee has been calculated pursuant to Section 6(b) of the Securities Act as follows: one-thirty-third of one percent of $4,937,500, the Proposed Maximum Offering Price per Share. (4) Plus such additional number of shares of Common Stock as may be issuable pursuant to the antidilution provision of the 1996 Omnibus Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents By Reference The following documents filed with the Securities and Exchange Commission (the "Commission") by the registrant, Diagnostic/Retrieval Systems, Inc., a Delaware corporation (the "Company"), pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference in this registration statement. (1) the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996 (Commission File No. 1-8533); (2) The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996 (Commission File No. 1-8533); and (3) The description of the common stock, par value $.01 per share, of the Company (the "Common Stock") set forth as Item 1 under caption "Description of Registrant's Securities to be Registered" in the Company's Registration Statement on Form 8-A, filed pursuant to Section 12(b) of the Exchange Act on March 21, 1996, as amended by Amendment No. 1 thereto, dated March 27, 1996, filed on March 28, 1996 and declared effective by the Commission on April 1, 1996, including any amendment or report filed for the purpose of updated such information. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15 (d) of the Exchange Act, prior to the filing of a post- effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified to superseded, to constitute a part of this registration statement. Item 4. Description of Securities Not Applicable Item 5. Interests of Named Experts and Counsel Certain legal matters with respect to the offering of the shares of Common Stock registered hereby have been passed upon for the Company by Skadden, Arps, Slate, Meagher & Flom, 919 Third Avenue, New York, New York 10022. Mark N. Kaplan, a member of Skadden, Arps, Slate, Meagher & Flom, is a director and stockholder of the Company. The consolidated financial statements and consolidated financial statement schedule of the Company as of March 31, 1996 and 1995, and for each of the years in the three-year period ended March 31, 1996, have been incorporated by reference in the Registration Statement in reliance upon the reports of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. Item 6. Indemnification of Directors and Officers Section 145 of the General Corporation Law of Delaware (the "GCL") permits indemnification of directors, officers and employees of a corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement of litigation under certain conditions and subject to certain limitations. Article Nine of the Amended and Restated Certificate of Incorporation of the Company empowers the Company to indemnify its directors, officers, employees and agents to the extent and under the circumstances permitted by the GCL. The Company's 1996 Omnibus Plan specifically provides that to the fullest extent permitted by law, all members of the committee administering the 1996 Omnibus Plan will be indemnified against any liabilities, damages, costs and expenses (including attorney's fees and amounts paid in settlement of a claim approved by the Company), occasioned by such member's occupying or having occupied a position on such committee or otherwise in connection with the administration of the 1996 Omnibus Plan. In addition, the Company maintains liability insurance coverage applicable in certain situations where the Company cannot pursuant to the GCL directly indemnify such directors and officers. Item 7. Exemption From Registration Claimed Not Applicable Item 8. Exhibits Exhibit No. Description of Exhibit 4.1 Amended and Restated Certificate of Incorporation of the Company, as filed in Delaware on April 1, 1996 is hereby incorporated by reference (Registration Statement No. 33-64641, Post-Effective Amendment No. 1, Exhibit 3.4). 4.2 Form of Advance Notice By-Laws of the Company is hereby incorporated by reference (Quarterly Report on Form 10-Q, quarter ended December 31, 1995, File No. 1-8533, Exhibit 3). 4.3 Amended and Restated By-Laws of the Company, as of April 1, 1996 is hereby incorporated by reference (Registration Statement No. 33-64641, Post-Effective Amendment No. 1, Exhibit 3.8). 4.4 Indenture, dated as of September 22, 1995, between the Company and The Trust Company of New Jersey, as Trustee, in respect of the Company's 9% Senior Subordinated Convertible Debentures Due 2003 is hereby incorporated by reference (Registration Statement No. 33-64641, Amendment No. 1, Exhibit 4.1). 4.5 Registration Rights Agreement, dated as of September 22, 1995 between the Company and Forum Capital Markets L.P. is hereby incorporated by reference (Registration Statement No. 33- 64641, Amendment No. 1, Exhibit 4.3). 4.6 Indenture, dated as of August 1, 1983, between the Company and Bankers Trust Company, as Trustee, is hereby incorporated by reference (Quarterly Report on Form 10-Q, quarter ended September 30, 1983, Exhibit 4.2 (Commission File No. 1-8533)). 4.7 Indenture of Trust, dated December 1, 1991, among Suffolk County Industrial Development Agency, Manufacturers and Traders Trust Company, as Trustee and certain bondholders is hereby incorp- orated by reference (Form 10-K, fiscal year ended March 31, 1992, File No 1-8533, Exhibit 4.2). 4.8 Registration Rights Agreement, dated as of March 27, 1996, by and between the Company and Palisade Capital Management L.L.C., acting as investment adviser to the accounts named therein is hereby incorporated by reference (Registration Statement No. 33- 64641, Post-Effective Amendment No. 1, Exhibit 4.7). 4.9 First Supplemental Indenture, dated as of April 1, 1996, to Indenture, dated as of September 22, 1995, between the Company and The Trust Company of New Jersey, as Trustee is hereby incorporated by reference (Registration Statement No. 33- 64641, Post-Effective Amendment No. 1, Exhibit 4.8). 4.10 First Supplemental Indenture, dated as of April 1, 1996, to Indenture, dated as of August 1, 1983, between the Company and Bankers Trust Company, as Trustee is hereby incorporated by reference (Registration Statement No. 33-04929, Exhibit 4.9). 4.11 Form of certificate for the Company's Common Stock, par value $.01 per share (filed herewith). 5.1 Opinion of Skadden, Arps, Slate, Meagher, & Flom. 23.1 Consent of Skadden, Arps, Slate, Meagher & Flom (filed herewith and included in Exhibit 5.1 hereto). 23.2 Consent of KPMG Peat Marwick LLP, independent auditors. 24 Powers of Attorney (included on page 7 of this registration statement). 99.1 1996 Omnibus Plan. 99.2 Form of stock option agreement relating to options granted under the 1996 Omnibus Plan. Item 9. Required Undertakings. The undersigned registrant hereby undertakes: (a)(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 of 1933; (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, represents a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement of 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 registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling person 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 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 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. 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 the Township of Parsippany-Troy Hills, State of New Jersey, on this 18th day of October, 1996. DIAGNOSTIC/RETRIEVAL SYSTEMS, INC. (Registrant) By: /s/ Mark S. Newman Mark S. Newman Chief Executive Officer KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark S. Newman and Nancy R. Pitek, jointly and severally, their attorneys-in-fact, each with the power of substitution, for them in any and all capacities, to sign any amendments to this registration statement (including post-effective amendments), and to file the same, with Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Name Title Date /s/ Mark S. Newman Chairman of the Board, October 18, 1996 Mark S. Newman Chief Executive Officer, and Director /s/ Nancy R. Pitek Vice President, Finance October 18, 1996 Nancy R. Pitek Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer) /s/ Stuart F. Platt Director October 18, 1996 Stuart F. Platt /s/ Theodore Cohn Director October 18, 1996 Theodore Cohn /s/ Donald C. Fraser Director October 18, 1996 Donald C. Fraser /s/ Mark N. Kaplan Director October 18, 1996 Mark N. Kaplan /s/ Leonard Newman Director October 18, 1996 Leonard Newman /s/ Jack Rachleff Director October 18, 1996 Jack Rachleff EXHIBIT INDEX Exhibit No. Description of Exhibit 4.1 Amended and Restated Certificate of Incorporation of the Company, as filed in Delaware on April 1, 1996 is hereby incorporated by reference (Registration Statement No. 33-64641, Post-Effective Amendment No. 1, Exhibit 3.4). 4.2 Form of Advance Notice By-Laws of the Company is hereby incorporated by reference (Quarterly Report on Form 10-Q, quarter ended December 31, 1995, File No. 1-8533, Exhibit 3). 4.3 Amended and Restated By-Laws of the Company, as of April 1, 1996 is hereby incorporated by reference (Registration Statement No. 33-64641, Post-Effective Amendment No. 1, Exhibit 3.8). 4.4 Indenture, dated as of September 22, 1995, between the Company and The Trust Company of New Jersey, as Trustee, in respect of the Company's 9% Senior Subordinated Convertible Debentures Due 2003 is hereby incorporated by reference (Registration Statement No. 33-64641, Amendment No. 1, Exhibit 4.1). 4.5 Registration Rights Agreement, dated as of September 22, 1995 between the Company and Forum Capital Markets L.P. is hereby incorporated by reference (Registration Statement No. 33- 64641, Amendment No. 1, Exhibit 4.3). 4.6 Indenture, dated as of August 1, 1983, between the Company and Bankers Trust Company, as Trustee, is hereby incorporated by reference (Quarterly Report on Form 10-Q, quarter ended September 30, 1983, Exhibit 4.2 (Commission File No. 1-8533)). 4.7 Indenture of Trust, dated December 1, 1991, among Suffolk County Industrial Development Agency, Manufacturers and Traders Trust Company, as Trustee and certain bondholders is hereby incorporated by reference (Form 10-K, fiscal year ended March 31, 1992, File No 1-8533, Exhibit 4.2). 4.8 Registration Rights Agreement, dated as of March 27, 1996, by and between the Company and Palisade Capital Management L.L.C., acting as investment adviser to the accounts named therein is hereby incorporated by reference (Registration Statement No. 33- 64641, Post-Effective Amendment No. 1, Exhibit 4.7) 4.9 First Supplemental Indenture, dated as of April 1, 1996, to Indenture, dated as of September 22, 1995, between the Company and The Trust Company of New Jersey, as Trustee is hereby incorporated by reference (Registration Statement No. 33- 64641, Post-Effective Amendment No. 1, Exhibit 4.8). 4.10 First Supplemental Indenture, dated as of April 1, 1996, to Indenture, dated as of August 1, 1983, between the Company and Bankers Trust Company, as Trustee is hereby incorporated by reference (Registration Statement No. 33-04929, Exhibit 4.9). 4.11 Form of certificate for the Company's Common Stock, par value $.01 per share (filed herewith). 5.1 Opinion of Skadden, Arps, Slate, Meagher, & Flom. 23.1 Consent of Skadden, Arps, Slate, Meagher & Flom (filed herewith and included in Exhibit 5.1 hereto). 23.2 Consent of KPMG Peat Marwick LLP, independent auditors. 24 Powers of Attorney (included on page 7 of this registration statement). 99.1 1996 Omnibus Plan. 99.2 Form of stock option agreement relating to options granted under the 1996 Omnibus Plan. EX-23.1 2 October 10, 1996 Diagnostic/Retrieval Systems, Inc. 5 Sylvan Way Parsippany, New Jersey 07054 Gentlemen: We have acted as special counsel to Diagnos tic/Retrieval Systems, Inc., a Delaware corporation (the "Company"), in connection with the preparation of a registration statement on Form S-8, which is being filed by the Company with the Securities and Exchange Commis sion (the "Commission") on the date hereof (the "Registra tion Statement"), relating to 500,000 shares (the "Shares") of common stock, par value $.01 per share, of the Company (the "Common Stock"), issuable pursuant to the Diagnostic/Retrieval Systems, Inc. 1996 Omnibus Plan (the "Option Plan"). This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the "Act"). In connection with this opinion, we have exam ined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement; (ii) the Option Plan; (iii) the Company's Amended and Restated Certificate of Incorpora tion as in effect on the date hereof; (iv) the Company's By-laws as in effect on the date hereof; (v) resolutions of the Board of Directors of the Company relating to, among other things, the Shares, the Option Plan and the Registration Statement; (vi) resolutions of the stockhold ers of the Company relating to the Option Plan; (vii) a specimen certificate evidencing the Common Stock; and (viii) such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below. In our examination, we have assumed, and have not independently verified, the legal capacity of all natural persons, the genuineness of all signatures, the authen ticity of all documents submitted to us as originals, the conformity to original documents of all documents submit ted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter docu ments. In making our examination of documents executed by parties other than the Company, we have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity, binding effect and enforceability thereof. As to any facts mate rial to the opinions expressed herein which were not inde pendently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others. Mark N. Kaplan, a partner of this firm, is a director of the Company and owner of 1,000 shares of the Common Stock of the Company. Members of our firm are admitted to the Bar in the State of Delaware, and we express no opinion as to the laws of any other jurisdiction. Based upon and subject to the foregoing, we are of the opinion that the issuance of the Shares has been duly authorized by requisite corporate action by the Company and, assuming the conformity of the certificates representing the Shares to the form of specimen thereof examined by us and the due execution and delivery of such certificates, the Shares, when issued, delivered and paid for in accordance with the terms and conditions of the Option Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ Skadden, Arps, Slate, Meagher & Flom EX-23.2 3 Exhibit 23.2 INDEPENDENT AUDITORS' CONSENT The Board of Directors Diagnostic/Retrieval Systems, Inc.: We consent to the use of our reports dated May 17, 1996 on the consolidated financial statements and related schedule of Diagnostic/Retrieval Systems, Inc. and subsidiaries as of March 31, 1996 and 1995, and for each of the years in the three-year period ended March 31, 1996, which reports appear or are incorporated by reference in the March 31, 1996 Annual Report on Form 10-K of Diagnostic/Retrieval Systems, Inc., incorporated herein by reference and to the reference to our firm under the heading "Interests of Named Experts and Counsel" in the registration statement. KPMG Peat Marwick LLP Short Hills, New Jersey October 18, 1996 EX-4.11 4 Diagnostic/Retrieval Systems, Inc. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUEST MAY BE MADE TO THE CORPORATION OR THE TRANSFER AGENT. The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM as tenants in common TEN ENT as tenants by the entireties JT TEN as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. For value received, hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. NOTICE: Signature(s) Guaranteed: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. Diagnostic/Retrieval Systems, Inc. DRS INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 252456 40 5 This Certifies that is the owner of Fully Paid and Non-Assessable Shares of the COMMON Stock of the par value of one cent ($.01) each of Diagnostic/Retrieval Systems, Inc. transferable on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned by the Transfer Agent. IN WITNESS WHEREOF the Corporation has caused this Certificate to be signed by the facsimile signatures of its duly authorized officers and a facsimile of its corporate seal to be hereunto affixed. Dated: COUNTERSIGNED AND REGISTERED: THE TRUST COMPANY OF NEW JERSEY, TRANSFER AGENT AND REGISTRAR BY AUTHORIZED OFFICER CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER CONTROLLER, TREASURER AND SECRETARY -----END PRIVACY-ENHANCED MESSAGE-----