-----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, Qfz9nfkJAi5B8fO4laV9FbVRD2EUKS15C1MTJ4FWEvhONIZyB7tkkTdGQ2wVwwwc KrQdy92cDPlpPplH4xOLkg== 0000950129-96-002031.txt : 19960830 0000950129-96-002031.hdr.sgml : 19960830 ACCESSION NUMBER: 0000950129-96-002031 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960829 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERITAS DGC INC CENTRAL INDEX KEY: 0000028866 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 760343152 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-10517 FILM NUMBER: 96622670 BUSINESS ADDRESS: STREET 1: 3701 KIRBY DR STREET 2: STE 112 CITY: HOUSTON STATE: TX ZIP: 77098 BUSINESS PHONE: 7135265611 MAIL ADDRESS: STREET 1: 3701 KIRBY DRIVE SUITE 112 CITY: HOUSTON STATE: TX ZIP: 77098 FORMER COMPANY: FORMER CONFORMED NAME: DIGICON INC DATE OF NAME CHANGE: 19920703 S-3/A 1 DIGICON INC. - AMEND #1 TO 333-10517 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 29, 1996 REGISTRATION NO. 333-10517 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DIGICON INC. (Exact name of registrant as specified in its charter) DELAWARE 76-0343152 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) RICHARD W. MCNAIRY 3701 KIRBY DRIVE, SUITE 112 3701 KIRBY DRIVE, SUITE 112 HOUSTON, TEXAS 77098 HOUSTON, TEXAS 77098 (713) 526-5611 (713) 526-5611 (Address, including zip code, and telephone (Name, address, including zip code, and number, telephone number, including area code, of registrant's principal including area code, of agent for service) executive offices)
With copies to: T. WILLIAM PORTER PORTER & HEDGES, L.L.P. 700 LOUISIANA, 35TH FLOOR HOUSTON, TEXAS 77002 (713) 226-0600 Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ If the registrant elects to deliver its latest annual report to security holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1) of this Form, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The estimated expenses payable by Newco in connection with the offering of the Common Stock to be registered and offered hereby are as follows: Securities and Exchange Commission registration fee........................ $ 5,338 Printing expenses.......................................................... 3,500 Legal fees and expenses.................................................... 20,000 Accounting fees and expenses............................................... 20,000 Miscellaneous.............................................................. 1,162 -------- Total............................................................ $50,000 ========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the General Corporation Law of the State of Delaware permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action. In a suit brought to obtain a judgment in the corporation's favor, whether by the corporation itself or derivatively by a stockholder, the corporation may only indemnify for expenses, including attorney's fees, actually and reasonably incurred in connection with the defense or settlement of the case, and the corporation may not indemnify for amounts paid in satisfaction of a judgment or in settlement of the claim. In any such action, no indemnification may be paid in respect of any claim, issue or matter as to which such persons shall have been adjudged liable to the corporation except as otherwise approved by the Delaware Court of Chancery or the court in which the claim was brought. In any other type of proceeding, the indemnification may extend to judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection with such other proceeding, as well as to expenses (including attorneys' fees). The statute does not permit indemnification unless the person seeking indemnification has acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, in the case of criminal actions or proceedings, the person had no reasonable cause to believe his conduct was unlawful. There are additional limitations applicable to criminal actions and to actions brought by or in the name of the corporation. The determination as to whether a person seeking indemnification has met the required standard of conduct is to be made (i) by a majority vote of a quorum of disinterested members of the board of directors, or (ii) by independent legal counsel in a written opinion, if such a quorum does not exist or if the disinterested directors so direct, or (iii) by the stockholders. The certificate of incorporation and bylaws of Newco require Newco to indemnify Newco's directors and officers to the fullest extent permitted under Delaware law, and to implement provisions pursuant to contractual indemnity agreements Newco has entered into with its directors and executive officers. Newco's Certificate of Incorporation limits the personal liability of a director to the corporation or its stockholders to damages for breach of the director's fiduciary duty. Newco has purchased insurance on behalf of its directors and officers against certain liabilities that may be asserted against, or incurred by, such persons in their capacities as directors or officers of the registrant, or II-1 3 that may arise out of their status as directors or officers of the registrant, including liabilities under the federal and state securities laws. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. The following is a list of all the exhibits and financial statement schedules filed as part of the Registration Statement.
EXHIBIT NO. DESCRIPTION - --------------------------------------------------------------------------------------------- 3-A -- Restated Certificate of Incorporation (with Amendments) of Digicon Inc. dated December 17, 1992. (Exhibit 3-A to Digicon's Annual Report on Form 10-K for the year ended July 31, 1994 is incorporated herein by reference). 3-B -- Certificate of Ownership and Merger of New Digicon Inc. and Digicon Inc. (Exhibit 3-B to Digicon's Registration Statement No. 33-43873, dated November 12, 1991 is incorporated herein by reference). 3-C -- By-laws of New Digicon Inc. dated June 24, 1991. (Exhibit 3-C to Digicon's Registration Statement No. 33-43873, dated November 12, 1991 is incorporated herein by reference). 3-D -- Certificate of Amendment of Certificate of Incorporation of Digicon Inc. dated February 6, 1992. (Exhibit 3-D to Digicon's Annual Report on Form 10-K for the year ended July 31, 1994 is incorporated herein by reference). 3-E -- Certificate of Amendment of Restated Certificate of Incorporation of Digicon Inc. dated January 16, 1995 (Previously filed). 3-F -- Form of Restated Certificate of Incorporation of Digicon Inc (Previously filed). 4-A -- Specimen Common Stock certificate (Previously filed). 5 -- Opinion of Porter & Hedges, L.L.P. with respect to legality of securities (Previously filed). 8-A -- Opinion of Felesky Flynn regarding tax matters. 8-B -- Opinion of Porter & Hedges, L.L.P. regarding tax matters. 23-A -- Consent of Deloitte & Touche LLP independent auditors. 23-B -- Consent of Price Waterhouse, Chartered Accountants. 23-C -- Consent of Porter & Hedges, L.L.P. (included in Exhibits 5 and 8-B). 23-D -- Consent of Felesky Flynn (included in Exhibit 8-A). 24 -- Power of Attorney. (included on the signature page hereto).
ITEM 17. UNDERTAKINGS (1) 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 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. (2) The undersigned registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any (i) prospectus required by section 10(a)(3) of the Securities Act, (ii) material information with respect to the plan of distribution not II-2 4 previously disclosed in the registration statement, or (iii) material change to such information 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 end 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 changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (3) The undersigned registrant hereby undertakes that for the purpose of determining any liability under the Securities Act of 1933, each 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. (4) The undersigned registrant hereby undertakes 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. (5) 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 whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-3 5 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 28, 1996. DIGICON INC. By: /s/ RICHARD W. McNAIRY ---------------------------------- Richard W. McNairy, Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the indicated capacities and on the 28th day of August, 1996.
SIGNATURE TITLE - --------------------------------------------- ---------------------------------------------- DOUGLAS B. THOMPSON* Director and Chairman of the Board - --------------------------------------------- Douglas B. Thompson STEPHEN J. LUDLOW* Director, President and Chief Executive - --------------------------------------------- Officer Stephen J. Ludlow RICHARD W. McNAIRY* Chief Financial Officer - --------------------------------------------- Richard W. McNairy CHARLES H. ACKERMAN* Principal Accounting Officer - --------------------------------------------- Charles H. Ackerman Director - --------------------------------------------- George F. Baker Director - --------------------------------------------- James B. Clement Director - --------------------------------------------- Clayton P. Cormier STEVEN J. GILBERT* Director - --------------------------------------------- Steven J. Gilbert JACK C. THREET* Director - --------------------------------------------- Jack C. Threet By: /s/ RICHARD W. McNAIRY - --------------------------------------------- (Richard W. McNairy, individually as Attorney-in-Fact)
II-4 6 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION - --------------------------------------------------------------------------------------------- 3-A -- Restated Certificate of Incorporation (with Amendments) of Digicon Inc. dated December 17, 1992. (Exhibit 3-A to Digicon's Annual Report on Form 10-K for the year ended July 31, 1994 is incorporated herein by reference). 3-B -- Certificate of Ownership and Merger of New Digicon Inc. and Digicon Inc. (Exhibit 3-B to Digicon's Registration Statement No. 33-43873, dated November 12, 1991 is incorporated herein by reference). 3-C -- By-laws of New Digicon Inc. dated June 24, 1991. (Exhibit 3-C to Digicon's Registration Statement No. 33-43873, dated November 12, 1991 is incorporated herein by reference). 3-D -- Certificate of Amendment of Certificate of Incorporation of Digicon Inc. dated February 6, 1992. (Exhibit 3-D to Digicon's Annual Report on Form 10-K for the year ended July 31, 1994 is incorporated herein by reference). 3-E -- Certificate of Amendment of Restated Certificate of Incorporation of Digicon Inc. dated January 16, 1995. (Previously filed) 3-F -- Form of Restated Certificate of Incorporation of Digicon Inc. (Previously filed) 4-A -- Specimen Common Stock certificate. (Previously filed) 5 -- Opinion of Porter & Hedges, L.L.P. with respect to legality of securities. (Previously filed) 8-A -- Form of Opinion of Felesky Flynn regarding tax matters. 8-B -- Form of Opinion of Porter & Hedges, L.L.P. regarding tax matters. 23-A -- Consent of Deloitte & Touche LLP independent auditors. 23-B -- Consent of Price Waterhouse, Chartered Accountants. 23-C -- Consent of Porter & Hedges, L.L.P. (included in Exhibits 5 and 8-B). 23-D -- Consent of Felesky Flynn (included in Exhibit 8-A). 24 -- Power of Attorney. (included on the signature page hereto).
EX-8.A 2 FORM OF OPINION OF FELESKY FLYNN - TAX MATTERS 1 EXHIBIT 8-A [FLESKY FLYNN LETTERHEAD] August 28, 1996 Veritas Energy Services Inc. 300, 615-3 Avenue S.W. Calgary, Alberta T2P 0G6 Dear Sirs: Re: Canadian Income Tax Opinion Prospectus (August 30, 1996) and Form S-3 We are Canadian tax counsel to Veritas Energy Services Inc. ("Newco Sub"). Newco Sub and Veritas DGC Inc. (formerly Digicon, Inc., hereinafter referred to as "Newco") will enter into an arrangement pursuant to which holders of Newco Sub common shares (the "Newco Sub Common Shares") will receive securities of Newco Sub (the "Exchangeable Shares") in exchange for Newco Sub Common Shares at a ratio of 0.8 Exchangeable Shares for each Newco Sub Common Share. Newco and Newco Sub will be offering shares of Newco Common Stock (the "Newco Common Stock") to holders of Exchangeable Shares pursuant to the terms of the Exchangeable Shares, which obligate Newco and Newco Sub to effect such exchanges when, as, and if Exchangeable Shares are presented by the holders thereof for exchange. 2 We have been engaged to express an opinion on the Canadian federal income tax implications that will arise on the exchange of the Exchangeable Shares for the Newco Common Stock. In forming our opinion, we have relied upon the Income Tax Act (Canada) (the "Canadian Tax Act"), income tax regulations ("Regulations") enacted thereunder, proposed amendments to the Canadian Tax Act and Regulations, and our understanding of the current administrative practices of Revenue Canada, Customs, Excise and Taxation ("Revenue Canada"). Our opinion takes into account any amendments to the Canadian Tax Act and Regulations publicly announced prior to the date hereof and assumes that all such proposed amendments will be enacted in their present form, although no assurance can be given that such will be the case. Our opinion does not take into account or anticipate any changes in law, whether by legislative, administrative or judicial decision or action. Our opinion is based on information provided in the Prospectus of Newco dated August 30, 1996 (the "Prospectus"). We assume that all transactions will be implemented as described in the Prospectus. In our opinion, the exchange by holders of an Exchangeable Share for Newco Common Stock will not be a tax-deferred event for purposes of the Canadian Tax Act. The liability for, and amount of Canadian income taxes eligible on, the exchange will depend on a variety of circumstances, including the residency of the holder and the method of the exchange. The particulars are more fully set out in the Prospectus under "Income Tax Considerations -- Canadian Federal Income Tax Considerations". We hereby consent to the use of our firm name in the Prospectus under the subheading "Canadian Federal Income Tax Considerations" and the heading "Legal Opinions". Yours very truly, /s/ FELESKY FLYNN ------------------------- Felesky Flynn EX-8.B 3 FORM OF OPINION OF PORTER & HEDGES, L.L.P. 1 EXHIBIT 8-B [PORTER & HEDGES, L.L.P. LETTERHEAD] August 29, 1996 Veritas DGC Inc. 3701 Kirby Drive, Suite 112 Houston, Texas 77098 Re: United States Federal Income Tax Opinion Prospectus dated August 30, 1996 and Form S-3 Gentlemen: We are United States federal tax counsel to Veritas DGC Inc. ("Newco"). Newco and Veritas Energy Services (hereinafter referred to as "Newco Sub") previously entered into an arrangement pursuant to which holders of Newco Sub common shares (the "Newco Sub Common Shares") received securities of Newco Sub (the "Exchangeable Shares") in exchange for Newco Sub Common Shares at a ratio of 0.8 Exchangeable Shares for each Newco Sub Common Share. Newco and Newco Sub will be offering a new class of securities of Newco common stock (the "Newco Common Stock") to holders of Exchangeable Shares pursuant to the terms of the Exchangeable Shares, which obligate Newco and Newco Sub to effect such exchanges when, as, and if Exchangeable Shares are presented by the holders thereof for exchange. We have been engaged to express an opinion on the United States federal income tax consequences of the exchange of Exchangeable Shares for Newco Common Stock by United States Holders, as defined in the Prospectus of Newco dated August 30, 1996 (the "Prospectus"). Our opinion has been requested by Newco on behalf of itself, Newco Sub and United States Holders (as defined in the Prospectus) who exchange Exchangeable Shares for Newco Common Stock pursuant to the Prospectus. No other individual or entity may rely upon this opinion without the express, prior written consent of both Newco and the undersigned. Our opinion is limited to United States federal income tax matters discussed herein and in the Prospectus. The opinion does not deal with the specific circumstances of any particular holder of Exchangeable Shares, nor does it cover the application of state, local, foreign or other tax laws. 2 Veritas DGC Inc. August 29, 1996 Page -2- Further, our opinion is based on information provided in the Prospectus and we assume that all transactions will be implemented as described in the Prospectus. We note that the opinion of counsel has no binding effect or official status of any kind with the Internal Revenue Service or the courts. If there were ultimately an adverse determination as to any of the United States tax issues discussed herein or in the Prospectus, United States Holders could sustain different tax consequences than are described herein, or in the Prospectus. Further, our opinion is based upon the Internal Revenue Code of 1986, regulations promulgated or proposed thereunder and interpretations thereof by the Internal Revenue Service and the courts, all as of the date of the Prospectus. All of such rules could change with retroactive effect, and our opinion could be adversely affected or rendered obsolete by any such change. We have no duty, and do not intend, to update or modify this opinion for changes in the applicable law, regulations or interpretations occurring after the date of the Prospectus. Similarly, any change in the facts and assumptions stated above, upon which this opinion is based, could modify our conclusions. Subject to the foregoing and the discussion in the Prospectus, in our opinion a United States Holder that exercises such holder's right to exchange its Exchangeable Shares for shares of Newco Common Stock will generally recognize gain or loss on such exchange for United States federal income tax purposes. We participated in the preparation of the discussion set forth in the Prospectus under the heading "United States Tax Considerations," and, except as otherwise provided therein, the legal conclusions with respect to United States federal income tax matters set forth therein reflect our opinion and we believe they are accurate and complete in all material respects. We hereby consent to the use of our firm name in the Prospectus and to the filing of this opinion as part of the Prospectus. This consent does not constitute an admission that we are "experts" within the meaning of such terms as used in the United States Securities Act of 1933. Yours very truly, /s/ PORTER & HEDGES, L.L.P. Porter & Hedges, L.L.P. EX-23.A 4 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23-A CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in Amendment No. 1 to this Registration Statement of Digicon Inc. on Form S-3 of our reports dated October 12, 1995 (July 15, 1996 as to Note 10, 20 and 21) appearing in the Annual Report on Form 10-K of Digicon Inc. for the year ended July 31, 1995, as amended by Form 10-K/A dated June 17, 1996, Form 10-K/A-2 dated July 19, 1996 and Form 10-K/A-3 dated August 20, 1996 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. We consent to the incorporation by reference in Amendment No. 1 to this Registration Statement of Digicon Inc. on Form S-3 of our report dated March 10, 1995 (which expresses an unqualified opinion and includes an explanatory paragraph concerning the ability of such entities to continue as a going concern) on the combined financial statements of DG Seis Overseas Limited and MD Seis Geophysical Co. Ltd. and Seismic Technology, Inc. as of December 31, 1994 and for the period from April 1, 1994 (date of inception) to December 31, 1994 appearing in Form 10-K/A of Digicon Inc. dated June 17, 1996. We also consent to the incorporation by reference in Amendment No. 1 to Registration Statement of Digicon Inc. on Form S-3 of our report dated August 16, 1996 on the financial statements of P. T. Digicon Mega Pratama as of July 31, 1995 and 1994 and for each of the three years in the period ended July 31, 1995 appearing in Form 10-K/A-3 of Digicon Inc. dated August 20, 1996. DELOITTE & TOUCHE LLP Houston, Texas August 28, 1996 EX-23.B 5 CONSENT OF PRICE WATERHOUSE, CHARTERED ACCOUNTANTS 1 EXHIBIT 23-B CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of our report dated December 11, 1995 which appears on page F-31 of the Definitive Joint Management Information Circular and Proxy Statement of Digicon Inc. and Veritas Energy Services Inc. dated July 19, 1996. We also Consent to the references to us under the heading "Experts" in such prospectus. /s/ PRICE WATERHOUSE PRICE WATERHOUSE Chartered Accountants Calgary, Alberta August 28, 1996 -----END PRIVACY-ENHANCED MESSAGE-----