-----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, LOV1BQSKZBPsQ1SGbEu7TyHGxV3TDVmLpB6PNdF5hWk7WS58acrqKtI8P9PQ2o1e rIrpjkpeLLSdZSmjstbGHQ== 0000896415-97-000082.txt : 19970703 0000896415-97-000082.hdr.sgml : 19970703 ACCESSION NUMBER: 0000896415-97-000082 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970702 EFFECTIVENESS DATE: 19970702 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENOME THERAPEUTICS CORP CENTRAL INDEX KEY: 0000356830 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 042297484 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-30617 FILM NUMBER: 97635399 BUSINESS ADDRESS: STREET 1: 1OO BEAVER ST CITY: WALTHAM STATE: MA ZIP: 02154 BUSINESS PHONE: 6178935007 MAIL ADDRESS: STREET 1: 100 BEAVER STREET CITY: WALTHAM STATE: MA ZIP: 02154 FORMER COMPANY: FORMER CONFORMED NAME: COLLABORATIVE RESEARCH INC DATE OF NAME CHANGE: 19920703 S-8 1 GENOME THERAPEUTICS CORP. Registration No. 333-_____ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GENOME THERAPEUTICS CORP. (Exact name of issuer as specified in its charter) MASSACHUSETTS 04-2297484 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 100 Beaver Street Waltham, Massachusetts 02154 (Address of Principal Executive offices including zip code) STOCK OPTION AGREEMENTS (Full title of the Plan) Fenel M. Eloi Genome Therapeutics Corp. 100 Beaver Street Waltham, Massachusetts 02154 (Name and address of agent for service) (617) 893-5007 (Telephone number, including area code, of agent for service) Please send copies of all communications to: David C. Chapin, Esq. Ropes & Gray One International Place Boston, Massachusetts 02110-2624 Telephone: (617) 951-7371
Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of To Be To Be Price Per Offering Registration Registered Registered Share Price Fee Common Stock, 215,000 $8.3125 $1,787,187.50 $542 $.10 par value. - ------------------------- Estimated solely for the purpose of calculating the registration fee on the basis of the average high and low prices of the Common Stock as reported by the National Association of Securities Dealers Automated Quotation System on June 27, 1997. Exhibit Index can be found on page 8.
This is page 1 of 16 pages. Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference The Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1996, the Company's amended Annual Report on Form 10-K/A-1 for the fiscal year ended August 31, 1996, the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1996, the Company's Quarterly Report on Form 10-Q for the quarter ended March 1, 1997, all the reports filed by the Company with the Securities and Exchange Commission pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the Company's Annual Report referred to above, and the description of the Company's Common Stock contained in its Form 10/A, File No. 0-10824 are incorporated by reference and made a part of this registration statement. All reports and other documents subsequently filed by the Company pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. Item 4. Description of Securities Not Required. Item 5. Interests of Named Experts and Counsel Not Applicable. Item 6. Indemnification of Directors and Officers The Company is organized under the laws of The Commonwealth of Massachusetts. The Massachusetts Business Corporation Law provides that indemnification of directors, officers, employees, and other agents of another organization, or who serve at its request is any capacity with respect to any employee benefit plan, may be provided by the corporation to whatever extent specified in its charter documents or votes adopted by its shareholders, except that no indemnification may be provided for any person with respect to any matter as to which the person shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the corporation. Under Massachusetts law, a corporation can purchase and maintain insurance on behalf of any person against any liability incurred as a director, officer, employee, agent, or person serving at the request of the corporation as a director, officer, employee, or other agent of another organization or with respect to any employee benefit plan, in his capacity as such, whether or not the corporation would have power to itself indemnify him against such liability. -2- The Company's Articles of Organization provide that its directors shall not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that the exculpation from liabilities is not permitted under the Massachusetts Business Corporation Law as in effect at the time such liability is determined. The By-Laws provide that the Company shall indemnify its directors and officers to the full extent permitted by the laws of The Commonwealth of Massachusetts. In addition, the Company holds a Directors and Officer Liability and Corporate Indemnification Policy. Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits. Exhibit 4(a). Form of Stock Option Agreements and Schedule of Agreements. Exhibit 4(b). The Company's Restated Articles of Organiza- tion (filed as an exhibit to the Company's Registration Statement on Form S-1 (No. 2-75230) and incorporated herein by reference). Exhibit 4(c). Amendment dated January 5, 1982 to Restated Articles of Organization (filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended February 27, 1982 and incorporated herein by reference). Exhibit 4(d). Amendment dated January 24, 1983 to Restated Articles of Organization (filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended February 26, 1983 and incorporated herein by reference). Exhibit 4(e). Amendment dated January 17, 1984 to Restated Articles of Organization (filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended February 25, 1984 and incorporated herein by reference). Exhibit 4(f). Amendment dated December 9, 1987 to Restated Articles of Organization (filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended November 28, 1987 and incorporated herein by reference). Exhibit 4(g). Amendment dated January 24, 1994 to an exhibit to the Company's Annual Report on Form 10-K for the year ended August 31, 1994 and incorporated herein by reference). -3- Exhibit 4(h). Amendment dated August 31, 1994 to Restated Articles of Organization (filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended August 31, 1994 and incorporated herein by reference). Exhibit 4(i). The Company's By-laws (filed as an exhibit to the Company's Registration Statement on Form S-1 (No. 2-75230) and incorporated herein by reference). Exhibit 4(j). Amendment dated October 20, 1987 to the By-laws (filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1987 and incorporated herein by reference). Exhibit 4(k). Amendment dated October 16, 1989 to the By-laws (filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1989 and incorporated herein by reference). Exhibit 5. Opinion of Ropes & Gray. Exhibit 23(a). Consent of Ropes & Gray (contained in Exhibit 5). Exhibit 23(b). Consent of Arthur Andersen LLP. Exhibit 24. Power of Attorney (included as part of the signature pages to this Registration Statement). Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (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, represent 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 or any material change to such information in the registration statement; -4- provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) will not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the 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 any 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 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 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. -5- 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 City of Waltham, Commonwealth of Massachusetts, on this 2nd day of July, 1997. Genome Therapeutics Corp. By: /s/ Fenel M. Eloi Title: Vice President, Treasurer and Chief Financial Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert J. Hennessey and Fenel M. Eloi and each of them, with full power to act without the other, his true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any or all amendments to this registration statement, including post-effective amendments, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any substitutes lawfully 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 dates indicated.
Name Title Date /s/ Robert J. Hennessey Chairman of the Board; July 2, 1997 - -------------------------- President and Chief Robert J. Hennessey Executive Officer (Principal Executive Officer) /s/ Philip Leder Director July 2, 1997 __________________________ Philip Leder /s/ Lawrence Levy Director July 2, 1997 __________________________ Lawrence Levy -6- Name Title Date /s/ Donald J. McCarren Director July 2, 1997 - ---------------------------- Donald J. McCarren /s/ Steven M. Rauscher Director July 2, 1997 - ----------------------------- Steven M. Rauscher /s/ Michael Rosenblatt Director July 2, 1997 _____________________________ Michael Rosenblatt /s/ Fenel M. Eloi Vice President; Treasurer and July 2, 1997 - ---------------------------------- Chief Financial Officer Fenel M. Eloi (Principal Financial and Accounting Officer)
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EXHIBIT INDEX Number Title of Exhibit Page 4(a). Form of Stock Option Agreements and Schedule 9 of Agreements 5. Opinion of Ropes & Gray 14 23(a). Consent of Ropes & Gray Contained in Exhibit 5 23(b). Consent of Arthur Andersen LLP 16 24. Power of Attorney Included as Part of Signature Pages to this Registration
-8- EX-99 2 FORM OF STOCK OPTION EXHIBIT 4(a) GENOME THERAPEUTICS CORP. STOCK OPTION AGREEMENT (Non-Statutory Option) Non-Statutory Stock Option granted by Genome Therapeutics Corp., a Massachusetts corporation (the "Company"), to [Optionee], a director of the Company (the "Optionee"). 1. Grant of Option This agreement evidences the grant by the Company to the Optionee of an option to purchase, on the terms provided herein, a total of ______ shares of the Company's Common Stock, $.10 par value ("Common Stock"), at a price of $____ per share. This option does not constitute an incentive stock option within the meaning of Section 422A of the Internal Revenue Code. This option shall terminate on __________, 200_, and is subject to earlier termination as provided in Sections 5 and 6 below. Subject to the other terms hereof, this option is exercisable as follows: as to ______ if the average closing price of the Common Stock is, for a period of ten (10) out of twenty (20) consecutive trading days, $_____ or higher, as reported on the NASDAQ National Market ("NASDAQ") (or such principal securities exchange as the Common Stock may be traded; and as to an additional ______ shares if the average closing price of the Common Stock is, for a period of ten (10) out of twenty (20) consecutive trading days, $_____ or higher, as reported on NASDAQ (or such principal securities exchange as the Common Stock may be traded.. 2. Exercise of Option Each election to exercise this option shall be in writing, signed by the Optionee or by his executor or administrator or the person or persons to whom this option is transferred by will or the applicable laws of descent and distribution (the "Legal Representative"), and received by the Company at its principal office in Waltham, Massachusetts, accompanied by this agreement and payment in full as provided in Section 3 below. In the event the option is exercised by such Legal Representative, the Company shall be under no obligation to deliver stock hereunder unless and until the Company is satisfied that the person or persons exercising the option is or are the duly appointed executor or administrator of the deceased Optionee or the person or persons to whom this option has been transferred by Optionee's will or by the applicable laws of descent and distribution. 3. Payment for Stock -9- Shares shall be issued only upon receipt by the Company of full payment of the purchase price for the shares as to which the option is exercised. The purchase price is payable by the Optionee to the Company either (i) in cash or by certified check or cashier's check payable to the order of the Company; or (ii) through the delivery of shares of Common Stock (duly owned by the Optionee and as to which the Optionee has good title free and clear of any liens and encumbrances) having a fair market value (as determined by the Board of Directors of the Company) equal to the purchase price; or (iii) by a combination of cash and Common Stock as provided above. The Company will not be obligated to deliver any shares unless and until, in the opinion of the Company's counsel, all applicable federal and state laws and regulations have been complied with, nor, in the event the outstanding common stock is at the time listed upon any stock exchange, unless and until the shares to be delivered have been listed or authorized to be added to the list upon official notice of legal matters in connection with the issuance and delivery of shares have been approved by the Company's counsel. Without limiting the generality of the foregoing, the Company may require from the Optionee such investment representation or such agreement, if any, as counsel for the Company may consider necessary in order to comply with the Securities Act of 1933, as amended and may require that the Optionee agree that he will notify the Company when he makes any disposition of the shares whether by sale, gift or otherwise. The Company will use its best efforts to effect any such compliance or listing, and the Optionee will take any action reasonably requested by the Company in such connection. The Optionee will have the rights of a shareholder only as to shares actually acquired by him upon exercise of the option granted hereby. 4. Non-transferability of Option This option may not be transferred by the Optionee otherwise than by will or by the laws of descent and distribution; and during the Optionee's lifetime this option may be exercised only by him. 5. Termination of Service as a Director If the Optionee ceases to be a director of the Company for any reason other than his death, he may thereafter exercise this option to the extent he was entitled to exercise it on the date when his service as a director terminated, but only within three months after the date of such termination (unless a longer period is allowed by the Board of Directors of the Company). In no event, however, may the Optionee exercise this option at a time when the option would not be exercisable had the Optionee's service as a director continued. For purposes of this provision, the Optionee's service as a director will not be considered terminated in the case of a bona fide leave of absence approved by the Board of Directors of the Company. 6. Death If the Optionee dies at a time when he is entitled to exercise this option, then at any time or times within three years after his death (or such longer period as the Board of Directors of the Company may allow) such option may be exercised, as to all or any of the shares that the Optionee was entitled to purchase immediately prior to his death, by his executor or administrator or the person or persons to -10- whom the option is transferred by will or the applicable laws of descent and distribution, and except as so exercised such option will expire at the end of such period. In no event, however, may this option be exercised after the termination of the option. 7. Administration The option granted by this agreement will be administered by the Board of Directors of the Company which will have the authority to interpret this agreement and to decide all questions and settle all controversies and dispute which may arise in connection therewith. All decisions, determinations and interpretations of the Board of Directors will be binding on all parties concerned. A majority of the members of the Board of Directors will constitute a quorum, and all determinations of the Board of Directors will be made by a majority of its members. Any determination of the Board of Directors under this agreement may be made without notice or meeting of the Board of Directors by a written instrument signed by a majority of the members of the Board of Directors. 8. Stock to be Delivered Stock to be delivered upon exercised of this option will be common stock of the Company and may constitute an original issue of authorized but unissued stock or may consist of previously issued stock acquired by the Company as determined from time to time by the Board of Directors. The Board of Directors and the proper officers of the Company will take any appropriate action required for such delivery. 9. Changes in Stock In the event of a stock dividend, split-up or combination of shares, recapitalization or merger in which the Company is the surviving corporation, or other similar capital change, the number and kind of shares of stock or securities of the Company subject to the option granted hereby, the option price and other relevant provisions will be appropriately adjusted by the Board of Directors of the Company, whose determination will be binding on the Optionee. In the event of a consolidation or merger in which the Company is not the surviving corporation, or in the event of complete liquidation of the Company, the option granted hereby will thereupon terminate, provided that at least twenty days prior to the effective date of any such consolidation or merger, the Board of Directors shall either (a) make the option granted hereby immediately exercisable, or (b) arrange to have the surviving corporation grant a replacement option to the Optionee. 10. Amendments The Board of Directors of the Company may at any time or times amend the option granted hereby for the purpose of satisfying the requirements of any changes in applicable laws or regulations or for any other purpose which may at the time be permitted by law, provided that (except to the extent explicitly required or permitted hereinabove) no such amendment will, without the approval of the stockholders -11- of the Company, (a) increase the number of shares issuable upon exercise of the option, (b) reduce the exercise price of the option, (c) extend the period within which the option may be exercised, or (d) amend the provisions of this Section 10, and no such amendment will adversely affect the rights of the Optionee without his consent. 11. Governing Law This agreement shall be governed by and construed in accordance with the internal laws of The Commonwealth of Massachusetts. 12. Stockholder Approval This agreement shall not become effective unless and until the option granted hereby is approved by the stockholders of the Company. IN WITNESS WHEREOF, the Company has caused this agreement to be executed by its duly authorized officer, under its corporate seal. This option is granted at the Company's office, on the date stated below. GENOME THERAPEUTICS CORP. By:___________________________ President Date: As of ____________, 1997 Accepted and Agreed: - ----------------------------- [Optionee] -12- SCHEDULE OF STOCK OPTION AGREEMENTS Price Per Grant Expiration Shares Exercise Optionee Share Date Date Granted Dates Barry Eisenstein $7.06 3/31/97 3/31/07 7500 Christopher Kelly $9.06 3/14/97 3/14/07 150000 James Gusella $7.06 3/31/97 3/31/07 7500 Michael Rosenblatt $9.50 2/7/97 2/7/07 50000 [FN] The options are exercisable by their terms in equal installments over four years, the first installment of 12,500 exercisable commencing on March 31, 1998. The options are exercisable by their terms as follows: (i) an aggregate of 75,000 options are exercisable with respect to equal installments over four years, the first installment of 18,750 options are exercisable commencing on March 14, 1998; (ii) 25,000 options shall be exercisable if the closing price of the Common Stock for a period of 20 out of 40 consecutive trading days after the date of grant is $14.25 or higher; (iii) 25,000 options shall be exercisable if the closing price of the Common Stock for a period of 20 out of 40 consecutive trading days after the date of grant is $18.25 or higher; (iv) and the remaining 25,000 options shall be exercisable if the closing price of the Common Stock for a period of 20 out of 40 consecutive trading days after the date of grant is $20.25 or higher. The options are exercisable by their terms in equal installments over four years, the first installment of 12,500 exercisable commencing on February 7, 1998. [/FN] -13- EX-5 3 OPINION OF ROPES & GRAY EXHIBIT 5 Ropes & Gray One International Place Boston, Massachusetts 02110-2624 (617) 951-7000 FAX: (617) 951-7050 July 2, 1997 Genome Therapeutics Corp. 100 Beaver Street Waltham, Massachusetts 02154 Ladies and Gentlemen: We have acted as counsel for Genome Therapeutics Corp., a Massachusetts corporation (the "Company") in connection with the preparation of a registration statement on Form S-8 and all exhibits thereto (the "Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the registration of 215,000 shares of Common Stock, $.10 par value (the "Shares"). The 215,000 shares being registered are issuable upon the exercise of options granted pursuant to certain stock option agreements (the "Agreements") between the Company and the respective holders. The Company has informed us that the Shares issuable upon the exercise of options granted under the Agreements may be authorized but unissued shares or shares held from time to time in its treasury. For purposes of this opinion, we have examined a copy of the Registration Statement; copies of the Agreements; the Restated Articles of Organization of the Company, as amended to date; the By-laws of the Company, as amended to date; the votes of the Board of Directors and the stockholders of the Company approving and adopting the Agreements; and such other documents and records as we deem necessary for purposes of this opinion. We have assumed that the Shares will be issued only against payment therefor as provided in the Agreements and that the purchase price for such shares will not be less than the par value per share of the Company's Common Stock. We have also assumed that the issuance of any such shares will not result in the issuance by the Company of more than its authorized shares of Common Stock. -14- Based upon and subject to the foregoing, we are of the opinion that: 1. The Company is a duly organized and validly existing corporation under the laws of The Commonwealth of Massachusetts. 2. The Shares, when issued and paid for upon the exercise of options, pursuant to the terms and conditions of the Agreements, will be validly issued and will be fully paid and nonassessable. In connection with any issue and sale of the Shares, steps should be taken to effect compliance with all applicable laws, rules and regulations of governmental authorities regulating sales and offerings of securities. We understand that this opinion is to be used in connection with the Registration Statement. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name therein. Very truly yours, /s/ Ropes & Gray Ropes & Gray -15- EX-23 4 CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23(b) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated October 18, 1996 in Genome Therapeutic Corp.'s Form 10-K for the year ended August 31, 1996 and to all references to our Firm included in this Registration Statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP June 27, 1997 -16- -----END PRIVACY-ENHANCED MESSAGE-----