-----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, WDsnKHjP2O46XBgAvzRN7uogkP4dKZNalSYY7a2bOaT3rpnoiW4nZRQF9rTBou8j aIPv0YCrGtodkeX3XFkyhA== 0000950120-02-000598.txt : 20021112 0000950120-02-000598.hdr.sgml : 20021111 20021112172309 ACCESSION NUMBER: 0000950120-02-000598 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20021105 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DISTINCTIVE DEVICES INC CENTRAL INDEX KEY: 0000059963 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 131999951 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-02749 FILM NUMBER: 02817969 BUSINESS ADDRESS: STREET 1: ONE BRIDGE PLAZA SUITE 100 CITY: FORT LEE STATE: NJ ZIP: 07024 BUSINESS PHONE: 5612744233 MAIL ADDRESS: STREET 1: ONE BRIDGE PLAZA SUSITE 100 CITY: FORT LEE STATE: NJ ZIP: 07024 FORMER COMPANY: FORMER CONFORMED NAME: LMC DATA INC DATE OF NAME CHANGE: 19761021 8-K 1 form8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) - November 5, 2002 DISTINCTIVE DEVICES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware* 0-2749 13-1999951 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) One Bridge Plaza, Ste. 100, Fort Lee, NJ 07024 28540 - -------------------------------------------------------------------------------- (Address of principal executive offices) (zip code) Registrant's telephone number, including area code - (201) 363-9922 N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if changed since last report) * Distinctive Devices, Inc., a Delaware corporation, is filing this Form 8-K as the successor registrant to Distinctive Devices, Inc., a New York corporation, pursuant to Rule 12g-3(a) of the Securities Exchange Act of 1934. ITEM 5. OTHER EVENTS On November 5, 2002, Distinctive Devices, Inc., a New York corporation ("DDI-NY"), amended its Certificate of Incorporation to provide for changes in its authorized shares of capital stock and also a one-for-six reverse stock split (the "Reverse Split") of its shares of outstanding Common Stock (the "DDI-NY Shares"). On November 6, 2002, DDI-NY completed a corporate migration to the State of Delaware through a merger (the "Merger") into its wholly-owned subsidiary Distinctive Devices, Inc., a Delaware corporation ("DDI-DE"). DDI-DE succeeded to all of the business, properties, assets and liabilities of DDI-NY. Upon the Merger, each outstanding post-split DDI-NY Share became one share of Common Stock, $.001 par value, of DDI (the "DDI-DE Shares"). On November 12, 2002, the DDI-DE Shares shall begin trading on the Over-The-Counter Bulletin Board under the symbol DDVS. The pre-reverse split/pre-merger DDI-NY Shares had been traded on the OTCBB under the symbol DDEV. Upon the Merger, pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, DDI-DE became the successor registrant for DDI-NY, and the DDI-DE Shares became registered under Section 12(g) of that Act. DDI-NY shareholders, at the Special In Lieu of Annual Meeting of Shareholders held on September 30, 2002, authorized the change in capitalization, the corporate migration and a reverse stock split, falling between the range of 1-for-4 and 1-for-10 as determined the Board of Directors, and elected directors. The Board subsequently determined that it would be in the best interests of DDI-NY and the shareholders to effect the reverse split on the one-for-six basis. For further information about the Shareholders Meeting, reference is made to the definitive Proxy Statement, dated August 29, 2002. Prior to implementation of the reverse split, and following an increase in the number of authorized shares of DDI-NY to 100,000,000 shares, $.001 par value, the holders of the outstanding shares of DDI-NY Series C Preferred Stock and Series D Preferred Stock converted their shares to DDI-NY Common Stock, thereby increasing the outstanding DDI-NY Common Stock to 42,051,490 shares. Upon the reverse stock split, the number of DDI-NY Shares was decreased to 7,008,582, subject to adjustment based upon fractional shares. These 7,008,582 DDI-NY Shares were exchanged for 7,008,582 shares of DDI-DE Common Stock upon the migratory Merger. All stock certificates representing DDI-NY Shares outstanding on the effective date of the Merger will be deemed to represent the appropriate number of DDI-DE Shares. No certificates or scrip representing fractional share interests in the DDI-DE Shares will be issued, and no such fractional share interest will entitle the holder thereof to vote, or to any rights as a DDI-DE stockholder. Any fractional share interest will result in the adjustment of the number of DDI-DE Shares either upward or downward to the nearest whole Share, but not less than one share. Letters of Transmittal are being sent to record holders of the DDI-NY Shares to assist them in exchanging their certificates for certificates for DDI-DE Shares. DDI-DE has an authorized capitalization consisting of: (i) 50,000,000 shares of Common Stock, $.001 par value, of which 7,008,582 shares (subject to 2 adjustment for rounding of fractional shares) are outstanding, and (ii) 5,000,000 shares of Preferred Stock, $.001 par value, none of which is outstanding. DDI-DE has a 2002 Stock Option Plan under which options may be granted for the purchase of up to 2,000,000 shares of DDI-DE Common Stock. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 3.1 Certificate of Amendment to Certificate of Incorporation for DDI-NY, filed November 5, 2002 with the Secretary of State of the State of New York. 3.2 Certificate of Merger of DDI-NY into DDI-DE, filed on November 5, 2002, with the Secretary of State of the State of New York. 3.3 Certificate of Merger of DDI-NY into DDI-DE, filed on November 6, 2002, with the Secretary of State of the State of Delaware. 99.1 Press Release, dated November 11, 2002. 3 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. DISTINCTIVE DEVICES, INC. ------------------------- (Registrant) /s/ Sanjay Mody ------------------------ Sanjay Mody, President November 12, 2002 4 EXHIBIT INDEX ------------- EXHIBIT - ------- 3.1 Certificate of Amendment to Certificate of Incorporation for DDI-NY, filed November 5, 2002 with the Secretary of State of the State of New York. 3.2 Certificate of Merger of DDI-NY into DDI-DE, filed on November 5, 2002, with the Secretary of State of the State of New York. 3.3 Certificate of Merger of DDI-NY into DDI-DE, filed on November 6, 2002, with the Secretary of State of the State of Delaware. 99.1 Press Release, dated November 11, 2002. 5 EX-3 3 e489637_ex31.txt EX. 3.1 - CERT. OF AMEND. OF CERT. OF INCORP. CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF DISTINCTIVE DEVICES, INC. --- (Pursuant to Section 805 of the New York Business Corporation Law) --- Pursuant to the provisions of Section 805 of the Business Corporation Law, the undersigned hereby certifies as follows: 1. The name of the corporation is Distinctive Devices, Inc., a corporation organized and existing under the laws of the State of New York (the "Corporation"). The Corporation was formed under the name of Leasatronic Machine Corp. 2. The Certificate of Incorporation of the Corporation was filed by the Department of State on May 5, 1961. 3. Article THIRD of the Certificate of Incorporation as now in full force and effect, which sets forth the authorized capital stock of the Corporation, is hereby amended by deleting the first paragraph thereof in its entirety and substituting in lieu thereof the following paragraph: "THIRD: The total number of shares of stock which the Corporation shall have authority to issue is One Hundred and Five Million (105,000,000) shares, of which One Hundred Million (100,000,000) shares shall be Common Stock with a par value of a tenth of one cent ($0.001) per share (hereinafter the "Common Stock") and Five Million (5,000,000) shares shall be Preferred Stock with a par value of a tenth of one cent ($0.001) per share (hereinafter the "Preferred Stock")." 4. The Corporation had 20,000,000 shares of Common Stock, $.05 par value, of which 19,134,824 shares were issued. To effect the amendment in paragraph 3, (i) these shares were converted on a one to one basis to 19,134,824 shares of Common Stock, $.001 par value; (ii) the 865,176 shares of Common Stock, $.05 par value, that were unissued were converted on a one to one basis to 865,176 shares of Common Stock, $.001 par value; and (iii) the Corporation authorized an additional 80,000,000 shares of Common Stock, $.001 par value. 5. The Corporation had 1,000,000 shares of Preferred Stock, $1.00 par value, of which 10,000 shares of Series C Preferred Stock and 173,333 shares of Series D Preferred Stock were issued. To effect the amendment in paragraph 3, (i) the 10,000 shares of Series C Preferred Stock were converted on a one to one basis to 10,000 shares of Preferred Stock, $.001 par value; (ii) the 173,333 shares of Series D Preferred Stock were converted on a one to one basis to 173,333 shares of Preferred Stock, $.001 par value; (iii) the 816,667 shares of Preferred Stock, $1.00 par value, that were unissued were converted on a one to one basis to 816,667 shares of Preferred Stock, $.001 par value; and (iii) the Corporation authorized an additional 4,000,000 shares of Preferred Stock, $.001 par value. 6. Article THIRD of the Certificate of Incorporation as now in full force and effect, which sets forth the authorized capital stock of the Corporation, is hereby amended by the addition of the following provision as the second paragraph of Article THIRD: "Upon amendment of this Article as stated, each outstanding share of Common Stock, $.001 par value, of the Corporation shall become one-sixth (1/6) of a share of Common Stock, $.001 par value." 7. Upon the effective date of the amendment in paragraph 6 (the "Effective Date"), each share of the Company's Common Stock, issued and outstanding immediately prior to the Effective Date (the "Old Common Stock") shall automatically and without any action on the part of the holder thereof be reclassified and changed, pursuant to a reverse stock split, into one-sixth (1/6) of a share of the Company's outstanding Common Stock (the "New Common Stock"). Each holder of a certificate or certificates which immediately prior to the Effective Date represented outstanding shares of Old Common Stock (the "Old Certificates," whether one or more) shall be entitled to receive upon surrender of such Old Certificates to the Company's Transfer Agent for cancellation, a certificate or certificates (the "New Certificates," whether one or more) representing the number of whole shares of the New Common Stock into which and for which the shares of the Old Common Stock formerly represented by such Old Certificates so surrendered, are reclassified under the terms hereof. From and after the Effective Date, Old Certificates shall represent only the right to receive New Certificates pursuant to the provisions hereof. No certificates or scrip representing fractional share interests in New Common Stock will be issued, and no such fractional share interest will entitle the holder thereof to vote, or to any rights of a shareholder of the Company. Any fraction of a share of New Common Stock to which the holder would otherwise be entitled will be adjusted upward or downward to the nearest whole share. If more than one Old Certificate shall be surrendered at one time for the account of the same shareholder, the number of full shares of New Common Stock for which New Certificates shall be issued shall be computed on the basis of the aggregate number of shares represented by the Old Certificates so surrendered. In the event that the Company's Transfer Agent determines that a holder of Old Certificates has not tendered all his certificates for exchange, the Transfer Agent shall carry forward any fractional share until all certificates of that holder have been presented for exchange such that share issuance for fractional shares to any one person shall not exceed one share. If any new Certificate is to be issued in a name other than that in which the Old Certificates surrendered for exchange are issued, the Old Certificates so surrendered shall be properly endorsed and otherwise be in proper form for transfer, and the person or persons requesting such exchange shall affix any requisite stock transfer tax stamps to the Old Certificates surrendered, or provide funds for their purchase, or establish to the satisfaction of the Transfer Agent that such taxes are not payable. From and after the Effective Date the amount of capital represented by the shares of the New Common Stock into which and for which the shares of the Old Common Stock are reclassified under the terms hereof shall be the same as the amount of capital represented by the shares of Old Common Stock so reclassified, until thereafter reduced or increased in accordance with applicable law. 2 8. The Certificate of Incorporation of the Corporation, as now in full force and effect, is hereby amended to set forth certain limitations of the liabilities of directors by the addition of an Article SEVENTH as follows: "SEVENTH: No director shall be personally liable to the Corporation or its shareholders for damages for any breach of duty in such capacity, except that this provision shall not eliminate or limit the liability of any director if a judgment or other final adjudication adverse to such director establishes that such director's acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that such director personally gained in fact a financial profit or other advantage to which such director was not legally entitled or that such director's acts violated Section 719 of the Business Corporation Law, nor shall this provision eliminate or limit the liability of any director for any act or omission prior to the adoption of this provision. Any repeal or modification of this Article SEVENTH shall not increase the personal liability of any director of the Corporation for any act or occurrence taking place prior to such repeal or modification, or otherwise adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. The provisions of this Article SEVENTH shall not be deemed to limit or preclude indemnification of a director by the Corporation for any liability of a director which has not been eliminated by the provisions of this Article SEVENTH." 9. This amendment of the Certificate of Incorporation was authorized by the Board of Directors, followed by shareholder approval by the vote of the holders of a majority of all of the outstanding shares of the Corporation's capital stock entitled to vote thereon. IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment to be executed by a duly authorized officer on the 30th day of September, 2002. /s/ Sanjay Mody --------------------------- Name: Sanjay Mody Title: President 3 EX-3 4 e490734_ex32.txt EX. 3.2 - CERTIFICATE OF MERGER (NEW YORK) CERTIFICATE OF MERGER OF DISTINCTIVE DEVICES, INC. (A NEW YORK CORPORATION) WITH AND INTO DISTINCTIVE DEVICES, INC. (A DELAWARE CORPORATION) UNDER SECTION 907 OF THE BUSINESS CORPORATION LAW The undersigned, being the President of Distinctive Devices, Inc., a domestic corporation duly organized and existing under and by the virtue of the laws of the State of the New York, as well as the President of Distinctive Devices, Inc., a foreign corporation duly organized and existing under and by virtue of the laws of the State of Delaware, does hereby certify and set forth: 1. The names of the constituent corporations are as follows: Distinctive Devices, Inc., a New York corporation ("DDI-NY"), and Distinctive Devices, Inc., a Delaware corporation ("DDI-DE"). The name under which DDI-NY was formed is Leasatronic Machine Corp. 2. The name of the surviving corporation is Distinctive Devices, Inc., a Delaware corporation. 3. As to DDI-NY, the designation and number of outstanding shares of each class and series are 7,008,581 shares of Common Stock, par value $.001 per share and no shares of Preferred Stock, par value $.001 per share. 4. Each share of Common Stock of DDI-NY shall automatically be exchanged for one share of Common Stock of DDI-DE. 5. DDI-NY shall no longer be in existence as of the merger. 6. The Certificate of Incorporation of DDI-NY was filed by the Department of State on the 5th day of May, 1961. 7. The jurisdiction of incorporation of DDI-DE is the State of Delaware. DDI-DE has not qualified to do business in the State of New York. DDI-DE does not plan to conduct business within the State of New York and will not conduct business in the State of New York unless it first obtains a Certificate of Authority. 8. The date of incorporation of DDI-DE was the 10th day of July 2001. 9. The merger was authorized with respect to DDI-NY in the following manner: The Board of Directors of DDI-NY adopted an Agreement and Plan of Merger (the "Merger Agreement"), by a telephonic meeting at which a quorum of the board was present, subject to shareholder approval. The resolutions thereto adopted by the Board members were filed with the minutes of the proceedings of the Board of Directors. In accordance with the provisions of paragraph (a) of Section 903 of the Business Corporation Law of New York, the Board of Directors submitted the Merger Agreement to the shareholders of DDI-NY for approval. The shareholders, by proxy or ballot at the shareholders meeting, duly approved the Merger Agreement by a two-thirds (2/3) vote in favor of such merger. 10. DDI-DE has complied with the applicable provisions of the laws of the State of Delaware under which it is incorporated, and this merger is permitted by such laws. The manner in which the merger was authorized in respect to DDI-DE was as follows: The Merger Agreement was adopted by the Board of Directors of DDI-DE without a meeting by the consent in writing of all the members thereof, subject to shareholder approval. The written consent setting forth the resolutions was filed with the minutes of the proceedings of the Board. The Board thereupon submitted the Merger Agreement to the sole shareholder of DDI-DE for approval. The sole shareholder, by written consent, approved the Merger Agreement. 11. DDI-DE agrees that it may be served with process in the State of New York in any action or proceeding for the enforcement of any liability or obligation previously amenable to suit in New York, and for the enforcement, as applicable, of the right of shareholders of DDI-NY to receive payment for their shares against DDI-DE. 12. DDI-DE agrees that, subject to the provisions of section 623, it will promptly pay to the shareholders of DDI-NY the amount, if any, to which they shall be entitled under the provisions of this chapter relating to the right of shareholders to receive payment for their shares 13. DDI-DE hereby designates the Secretary of State of New York as its agent upon whom process against it may served. The Secretary of State may forward a copy of any such process to Distinctive Devices, Inc., One Bridge Plaza, Suite 100, Fort Lee, New Jersey 07024. 14. DDI-DE certifies that (i) all fees and taxes administered by the Department of Taxation and Finance which are then due and payable by DDI-NY have been paid and that a cessation franchise tax report through the anticipated date of the merger has been filed by DDI-NY and (ii) within thirty days after the filing of the Certificate of Merger DDI-DE will file the cessation franchise tax report, if an estimated report was previously filed, and promptly pay to the Department of Taxation and Finance all fees and taxes (including penalties and interest), if any, due to the Department of Taxation and Finance by DDI-NY. IN WITNESS WHEREOF, the undersigned have executed and signed this Certificate of Merger this 1st day of October, 2002. DISTINCTIVE DEVICES, INC. DISTINCTIVE DEVICES, INC. A New York Corporation A Delaware Corporation /s/ Sanjay Mody /s/ Sanjay Mody - ------------------------- ------------------------- Sanjay Mody, President Sanjay Mody, President 2 EX-3 5 e490593_ex33.txt EX. 3.3 - CERTIFICATE OF MERGER (DELAWARE) CERTIFICATE OF MERGER OF DISTINCTIVE DEVICES, INC. (A NEW YORK CORPORATION) WITH AND INTO DISTINCTIVE DEVICES, INC. (A DELAWARE CORPORATION) (PURSUANT TO SECTION 252 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE) The undersigned corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware DOES HEREBY CERTIFY: 1. The name and state of incorporation of each of the constituent corporations (the "Constituent Corporations") to the merger (the "Merger") is as follows: NAME STATE OF INCORPORATION - ---- ---------------------- Distinctive Devices, Inc New York Distinctive Devices, Inc. Delaware 2. An Agreement and Plan of Merger, dated July 24, 2002, between the Constituent Corporations has been approved, adopted, certified, executed and acknowledged by each of the Constituent Corporations in accordance with the requirements of Section 252(c) of the General Corporation Law of the State of Delaware. 3. The name of the surviving corporation of the Merger is Distinctive Devices, Inc., a Delaware corporation (the "Surviving Corporation"). Distinctive Devices, Inc., a New York corporation shall be the merging corporation (the "Merging Corporation"). 4. The Certificate of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation of the Surviving Corporation. 5. The executed Agreement and Plan of Merger is on file at the principal place of business of the Surviving Corporation. The address of the principal place of business of the Surviving Corporation is Distinctive Devices, Inc., One Bridge Plaza, Suite 100, Fort Lee, New Jersey 07024. 6. A copy of the Agreement and Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of either Constituent Corporation. 7. The authorized capital stock of each Constituent Corporation that is not a corporation of the State of Delaware is as follows: NAME AUTHORIZED CAPITAL STOCK ---- ------------------------ Distinctive Devices, Inc., 100,000,000 shares of Common Stock, par a New York corporation value of $.001 per share and 5,000,000 shares of Preferred Stock, par value $.001 per share. 8. This Certificate of Merger shall be effective on the date and at the time it is filed with the Secretary of State of the State of Delaware. IN WITNESS WHEREOF, this Certificate of Merger has been executed on this __ day of October, 2002. DISTINCTIVE DEVICES, INC., a Delaware corporation By:/s/ Sanjay Mody ----------------------- Sanjay Mody President 2 EX-99 6 e492374_ex991.txt EX. 99.1 - PRESS RELEASE DISTINCTIVE DEVICES, INC. PRESS RELEASE SHARES TO TRADE UNDER THE SYMBOL DDVS ON THE OTC BULLETIN BOARD FOLLOWING COMPLETION OF A 1-FOR-6 REVERSE STOCK SPLIT AND A MIGRATORY MERGER TO DELAWARE. FOR IMMEDIATE RELEASE: - ---------------------- FORT LEE, NEW JERSEY, NOVEMBER 8, 2002 -- DISTINCTIVE DEVICES, INC. (OTC BB:DDEV) announced completion of both a one-for-six reverse stock split of its Common Stock, following a conversion of all of its outstanding Series C Preferred and Series D Preferred Stock into Common Stock, and a migratory merger to the State of Delaware from the State of New York. By reason of these transactions, the Delaware corporation is the successor public company and has outstanding 7,008,582 shares of Common Stock. Effective November 12, 2002, the Common Stock will begin trading on the OTC Bulletin Board under the symbol DDVS. Until November 12, the Common Stock will continue to trade under the symbol DDEV on a pre-reverse split basis. The shareholders of the New York corporation had authorized the Board of Directors to effect a reverse stock split, falling within a range of 1-for-4 and 1-for-10, at a ratio to be determined by the Board, approved increases in the authorized capital stock, approved the Delaware migration by a merger into Distinctive Devices, Inc., a Delaware corporation, and elected directors. Prior to effecting the reverse stock split, all of the outstanding shares of Series C Preferred and Series D Preferred Stock were converted into Common Stock, resulting in the New York corporation having outstanding 42,051,490 shares of Common Stock. The Board of Directors determined that the split should be at the one-for-six ratio, thereby reducing the number of outstanding shares to 7,008,582 shares. Upon the effectiveness of the migratory merger, each outstanding post-split share of the New York corporation was exchanged for one share of Common Stock of the Delaware corporation. The persons who were elected directors of the New York corporation serve as the directors of the Delaware successor. The Company's transfer agent, Registrar & Transfer Company, will send letters of transmittal to stockholders for them to use in exchanging their stock certificates of the New York corporation for certificates of the Delaware corporation and reflecting the post-split shares. Sanjay S. Mody, President, said, "Effecting the reverse stock split and reincorporating in Delaware should position Distinctive Devices to take best advantage of the future corporate events." Distinctive Devices, Inc. is a systems integrator, a developer of software programs and a marketer of multi-access telephone line equipment, primarily serving markets in India and Russia. The Company is also engaged in gemstone trading. SAFE HARBOR STATEMENT: The statements made in this press release that are not historical fact are "forward-looking statements" which are based upon current expectations that include a number of risks and uncertainties. Additional factors that could potentially affect the Company's financial results may be found on the Company's filings with the Securities and Exchange Commission. COMPANY CONTACT: Sanjay Mody, President (201) 363-9922 # # # 2 -----END PRIVACY-ENHANCED MESSAGE-----