-----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, GM/sPD2rmhQoRLDACLAotkdIrP3SgBf3D94Dc2NEX/04Z00J29GmDqBJhXWKXiA8 nAIuG2c9CSvt7QVFt83Ang== 0000906344-97-000084.txt : 19970630 0000906344-97-000084.hdr.sgml : 19970630 ACCESSION NUMBER: 0000906344-97-000084 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970627 EFFECTIVENESS DATE: 19970627 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOOD GUYS INC CENTRAL INDEX KEY: 0000785931 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RADIO TV & CONSUMER ELECTRONICS STORES [5731] IRS NUMBER: 942366177 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-30287 FILM NUMBER: 97632110 BUSINESS ADDRESS: STREET 1: 7000 MARINA BLVD CITY: BRISBANE STATE: CA ZIP: 94005 BUSINESS PHONE: 4156155000 MAIL ADDRESS: STREET 2: 7000 MARINA BLVD CITY: BRISBANE STATE: CA ZIP: 94005 S-8 1 FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on June 27, 1997 Registration Statement No. 333-_______ ===================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________ THE GOOD GUYS, INC. (Exact name of registrant as specified in its charter) Delaware 94-2366177 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7000 Marina Boulevard, Brisbane, California 94005-1840 (Address of Principal Executive Offices) (Zip Code) Employee Stock Purchase Plan (Full title of the plan) Dennis C. Carroll, Chief Financial Officer The Good Guys, Inc. 7000 Marina Boulevard Brisbane, California 94005-1840 (Name and address of agent for service) (415) 615-5000 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE _____________________________________________________________________________ Title of Securities Amount to Proposed Maximum Proposed Maximum Amount of to be be Offering Price Aggregate Registration Registered Registered per Share Offering Price Fee Common Stock, par value $.001 per share: Employee Stock Purchase Plan 600,000 $5.84* $3,504,000* $1,061.82 *Estimated solely for the purpose of computing the registration fee pursuant to Rule 457, on the basis of the average of the high and low prices of the Registrant's Common Stock as reported on the Nasdaq National Market on June 24, 1997. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are incorporated by reference in this registration statement: (a) Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1996, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) All other reports, if any, filed by Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year ended September 30, 1996; (c) The description of Registrant's Common Stock contained in the Registration Statement on Form 8-A filed with the Commission on February 6, 1986 under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereunder have been sold, or which deregisters all securities then remaining unsold under this registration statement, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Item 4. DESCRIPTION OF SECURITIES. Not applicable; the class of securities to be offered is registered under Section 12 of the Exchange Act. Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL. Not applicable. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. As permitted by sections 102 and 145 of the Delaware General Corporation Law, the Registrant's certificate of incorporation eliminates a director's personal -1- liability for monetary damages to the Registrant and its stockholders arising from a breach or alleged breach of a director's fiduciary duty, except for liability under section 174 of the Delaware General Corporation Law or liability for any breach of the director's duty of loyalty to the Registrant or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or for any transaction from which the director derived an improper personal benefit. The effect of this provision in the certificate of incorporation is to eliminate the rights of the Registrant and its stockholders (through stockholders' derivative suits on behalf of the Registrant) to recover monetary damages against a director for breach of fiduciary duty as a director (including breaches resulting from negligent or grossly negligent behavior) except in the situations described above. The Registrant's bylaws provide for indemnification of officers, directors and employees, and the Company has entered into an indemnification agreement with each officer and director of the Registrant (an "Indemnitee"). Under the bylaws and such indemnification agreements, the Registrant must indemnify an Indemnitee to the fullest extent permitted by Delaware law for losses and expenses incurred in connection with actions in which the Indemnitee is involved by reason of having been a director or employee of the Registrant. The Registrant is also obligated to advance expenses an Indemnitee may incur in connection with such actions before any resolution of the action, and the Indemnitee may sue to enforce his or her right to indemnification or advancement of expenses. The Registrant also maintains an insurance policy insuring its directors and officers against liability for certain acts and omissions while acting in their official capacities. There is no litigation pending, and neither the Registrant nor any of its directors know of any threatened litigation, which might result in a claim for indemnification by any director or officer. Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. Item 8. EXHIBITS. Exhibit Number Description of Document 4.1 Employee Stock Purchase Plan, as amended. -2- 5.1 Opinion of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional Corporation. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional Corporation (included in Exhibit 5.1). 24.1 Powers of Attorney. 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. 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 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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. -3- Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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 this 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 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, -4- 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 of 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 Brisbane, State of California on the 27th day of June, 1997. THE GOOD GUYS, INC. By /s/ Robert A. Gunst _____________________________________ Robert A. Gunst President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated. /s/ Robert A. Gunst Director, President June 27, 1997 _______________________ and Chief Executive (Robert A. Gunst) Officer (Principal Executive Officer) /s/ Dennis C. Carroll Vice President, Chief June 27, 1997 _______________________ Financial Officer and (Dennis C. Carroll) Secretary (Principal Financial Officer and Principal Accounting Officer) STANLEY R. BAKER* Director June 27, 1997 _______________________ (Stanley R. Baker) RUSSELL M. SOLOMON* Director June 27, 1997 _______________________ (Russell M. Solomon) JOHN E. MARTIN* Director June 27, 1997 _______________________ (John E. Martin) W. HOWARD LESTER* Director June 27, 1997 _______________________ (W. Howard Lester) *By /s/ Robert A. Gunst ___________________ Robert A. Gunst, Attorney-in-Fact -6- INDEX TO EXHIBITS Exhibit Number Description of Document 4.1 Employee Stock Purchase Plan, as amended. 5.1 Opinion of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional Corporation. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional Corporation (included in Exhibit 5.1). 24.1 Powers of Attorney. -7- EX-4.1 2 EXHIBIT 4.1 - EMPLOYEE STOCK PURCHASE PLAN Exhibit 4.1 THE GOOD GUYS, INC. EMPLOYEE STOCK PURCHASE PLAN (as amended through February 1997) 1. PURPOSE: The Good Guys, Inc. EMPLOYEE STOCK PURCHASE PLAN (the "Plan") is designed to foster continued cordial employee relations, to encourage and assist its employees and the employees of any present or future subsidiaries in acquiring a stock ownership interest in The Good Guys, Inc. (the "Corporation") and to help them provide for their future security. The Plan is intended to be an Employee Stock Purchase Plan under Internal Revenue Code Section 423. 2. STOCK SUBJECT TO THE PLAN: Subject to adjustment pursuant to Section 12 of the Plan, the aggregate number of shares of Common Stock (the "shares") which may be sold under the Plan is 2,500,000. The shares may be authorized, but unissued, or reacquired shares of Common Stock of the Corporation. The Corporation, during the term of the Plan, shall at all times reserve and keep available, such number of shares as shall be sufficient to satisfy the requirements of the Plan. 3. BI-ANNUAL PERIODS: Bi-annual period shall mean the six-month periods ending on the last day of June and December of each year, provided that the first period under this Plan shall commence on the day on which the Corporation's Form S-1 Registration Statement covering the initial public offering of its Common Stock becomes effective (the "effective date") and shall end on the later of June 30, 1986 or the day which is 120 days after the effective date. The second period under this Plan shall commence on the day after the end of the final period and shall end on December 31, 1986. 4. ELIGIBILITY: Anyone who becomes an employee of the Corporation or any of its subsidiaries (except those employees who own or hold options to purchase five percent (5%) or more of the capital stock of the Corporation or any subsidiary of the Corporation at the start of any bi-annual period), those employees whose customary employment is less than 20 hours per week, and those employees whose customary employment is -1- for not more than 5 months in any calendar year) is eligible to become a member of the Plan on the first day of the bi-annual period following the commencement of service. Notwithstanding the foregoing, no employee shall be entitled to purchase (i) shares of stock under the Plan and all other purchase plans of the Corporation and any parent or subsidiary of the Corporation with an aggregate fair market value (determined at date of grant) exceeding $25,000 per year for each calendar year in which such option is outstanding at any time, or (ii) more than 2,000 shares of stock under the Plan in any bi-annual period. For purposes of this Plan, "subsidiary" shall mean a corporation of which not less than fifty percent (50%) of the voting shares are held by the Corporation or a subsidiary of the Corporation. 5. JOINING THE PLAN: Any eligible employee's participation in the Plan shall be effective as of the first day of the bi-annual period following the day on which the employee completes, signs, and returns to the Corporation, or one of its present or future subsidiaries, a Stock Purchase Plan Application and Payroll Deduction Authority form indicating his or her acceptance and agreement to the Plan. Membership of any employee in the Plan is entirely voluntary. Any employee receiving shares shall have no rights with respect to continuation of employment, nor with respect to continuation of any particular Corporation business, policy or product. 6. MEMBER'S CONTRIBUTIONS: Each member shall elect to make contributions by payroll deduction of two percent (2%), five percent (5%) or ten percent (10%) of his or her gross compensation. Subject to the maximum described above, a member may elect in writing to increase or decrease his or her rate of contribution; such change will become effective the first day of the bi-annual period following receipt by the Corporation of such written election. The amount of each member's contribution shall be held by the Corporation in a special account and such contributions, free of any obligation of the Corporation to pay interest thereon, shall be credited to such member's individual account as of the last day of the month during which the compensation from which the contributions were deducted was earned. -2- No member will be permitted to make contributions for any period during which he or she is not receiving pay from the Corporation or one of its present or future subsidiaries. 7. ISSUANCE OF SHARES: On the last trading day of each bi-annual period so long as the Plan shall remain in effect, and provided the member has not before that date advised the Corporation that he or she does not wish shares purchased for his or her account on that date, the Corporation shall apply the funds credited to the member's account as of that date to the purchase of authorized but unissued shares of its Common Stock in units of one share or multiples thereof. The cost to each member for the shares so purchased shall be eighty-five percent (85%) of the lower of: 1. With respect to the first bi-annual period, the price at which the Common Stock of the Corporation is first offered to the public; thereafter, the mean between the average bid and ask prices of the stock in the over-the-counter market as quoted on the National Association of Security Dealers Automatic Quotation System (NASDAQ), or if its stock is a National Market Issue the last sales price of the stock, or if the stock is traded on one or more securities exchanges the average of the closing prices on all such exchanges, on the first trading day of the bi-annual period; or 2. The mean between the average bid and ask prices of the stock in the over-the-counter market as quoted on the National Association of Securities Dealers Automatic Quotation System (NASDAQ) or if the stock is a National Market issue the last sales price of the stock, or if the stock is traded on one or more securities exchanges the average of the closing prices on all such exchanges on the last trading day of the bi-annual period. Any moneys remaining in such member's account equaling less than the sum required to purchase one share shall, unless otherwise requested by the member, be held in the member's account for use during the next bi-annual period. Any moneys remaining in such member's account by reason of his or her prior election not to purchase shares in a given bi-annual period, as aforesaid, or moneys remaining in such member's account by reason of application of the provisions of the next paragraph hereof, shall be promptly returned to the member. The Corporation shall as expeditiously as possible after the last day of each bi-annual period issue to the member entitled thereto the -3- certificate evidencing the shares issuable to him or her as provided herein. Notwithstanding anything above to the contrary, (a) if the number of shares all members desire to purchase at the end of any bi-annual period exceeds the number of shares then available under the Plan, the shares available shall be allocated among such members in proportion to their contributions during the bi-annual period; and (b) no funds in an employee's account shall be applied to the purchase of shares and no shares hereunder shall be issued unless such shares are covered by an effective registration statement under the Securities Act of 1933, as amended, or by an exemption therefrom. 8. TERMINATION OF MEMBERSHIP: A member's membership in the Plan will be terminated when the member (a) voluntarily elects to withdraw his or her entire account, (b) resigns or is discharged from the Corporation or one of its present or future subsidiaries, (c) dies, or (d) does not receive pay from the Corporation or one of its present or future subsidiaries for twelve (12) consecutive months, unless this period is due to illness, injury or for other reasons approved by the persons or person appointed by the Corporation to administer the Plan as provided in Paragraph 10 below. Upon termination of membership, the terminated member shall not be entitled to rejoin the Plan until the first day of the bi-annual period immediately following the bi-annual period in which the termination occurs. Upon termination of membership, the member shall be entitled to the amount of his or her individual account within fifteen (15) days after termination. 9. BENEFICIARY: Each member shall designate a beneficiary or beneficiaries and may, without their consent, change his or her designation. Any designation shall be effective only after it is received by the Corporation and shall become effective as of the date it is signed and shall be controlling over any disposition by will or otherwise. Upon the death of a member his or her account shall be paid or distributed to the beneficiary or beneficiaries designated by such member, or in the absence of such designation, to the executor or administrator of his or her estate, and in either event the Corporation shall not be under any further liability to anyone. If more than one beneficiary is designated, then each beneficiary shall receive an equal portion of the account unless the member -4- indicates to the contrary in his or her designation, provided that the Corporation may in its sole discretion make distributions in such form as will avoid the creation of fractional shares. 10. ADMINISTRATION OF THE PLAN: The Plan shall be administered by such officers or other employees of the Corporation as the Corporation may from time to time select, and the persons so selected shall be responsible for the administration of the Plan. All costs and expenses incurred in administering the Plan shall be paid by the Corporation. Any taxes applicable to the member's account shall be charged or credited to the member's account by the Corporation. 11. MODIFICATION AND TERMINATION: The Corporation expects to continue the Plan until such time as the shares reserved for issuance under the Plan have been sold. The Corporation reserves, however, the right to amend, alter, or terminate the Plan in its discretion. Upon termination, each member shall be entitled to the amount of his or her individual account within thirty (30) days after termination. 12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION: Appropriate and proportionate adjustments shall be made in the number and class of shares of stock subject to this plan, and to the rights granted hereunder and the prices applicable to such rights, in the event of a stock dividend, stock split, reverse stock split, recapitalization, reorganization, merger, consolidation, acquisition, separation, or like change in the capital structure of the Corporation. 13. ASSIGNABILITY OF RIGHTS: No rights of any employee under this Plan shall be assignable by him or her, by operation of law, or otherwise, except to the extent that a member is permitted to designate a beneficiary or beneficiaries as hereinabove provided, and except to the extent permitted by the law of descent and distribution if no such beneficiary be designated. Prior to the issuance of any shares under this Plan, each employee member shall be required to sign a statement as set forth in Exhibit "A" attached hereto and incorporated herein. -5- 14. PARTICIPATION IN OTHER PLANS: Nothing herein contained shall affect an employee's right to participate in and receive benefits under and in accordance with the then current provisions of any pension, insurance, or other employee welfare plan or program of the Corporation. 15. APPLICABLE LAW: The interpretation, performance, and enforcement of this Plan shall be governed by the laws of the State of California. 16. EFFECTIVE DATE OF PLAN; SHAREHOLDER APPROVAL: The Plan shall become effective upon adoption by the Board and approval by the shareholders of the Corporation. 17. LEGEND CONDITIONS: The share of Common Stock to be issued pursuant to the provisions of this Plan shall have endorsed upon their face the following: 1. Any legend condition imposed as a condition of qualification by the California Commissioner of Corporations; 2. Unless the shares to be issued under this Plan have been registered under the Securities Act of 1933, the following additional legend shall be placed on the certificates: "The shares represented by this certificate have not been registered under the Securities Act of 1933. The shares have been acquired for investment and may not be pledged or hypothecated, and may not be sold or transferred in the absence of an effective Registration Statement for the shares under the Securities Act of 1933 or an opinion of counsel to the Company that registration is not required under said Act." -6- EX-5.1 3 EXHIBIT 5.1 - OPINION OF HOWARD, RICE ET AL. Exhibit 5.1 June 27, 1997 The Good Guys, Inc. 7000 Marina Boulevard Brisbane, California 94005-1840 Ladies and Gentlemen: You have requested our opinion as counsel for The Good Guys, Inc., a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, and the Rules and Regulations promulgated thereunder, and the public offering by the Company of up to 600,000 shares of Common Stock issuable under the Company's Employee Stock Purchase Plan. We have examined the Company's Registration Statement of Form S-8 in the form to be filed with the Securities and Exchange Commission on or about June 27, 1997 (the "Registration Statement"). We further have examined the Restated Certificate of Incorporation of the Company as certified by the Secretary of State of the State of Delaware, the Bylaws and the minute books of the Company as a basis for the opinion hereafter expressed. Based on the foregoing examination, we are of the opinion that, upon issuance and sale in the manner described in the Registration Statement, the shares of Common Stock covered by the Registration Statement will be legally issued, fully paid and nonassessable. The Good Guys, Inc. June 27, 1997 Page 2 We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, HOWARD, RICE, NEMEROVSKI, CANADY, FALK & RABKIN A Professional Corporation By /s/ Horace L. Nash ___________________________ HORACE L. NASH EX-23.1 4 EXHIBIT 23.1 - CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23.1 [Letterhead of Deloitte & Touche LLP] INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of The Good Guys, Inc. on Form S-8 of our report dated November 20, 1996, appearing in and incorporated by reference in the Annual Report on Form 10-K of The Good Guys, Inc. for the year ended September 30, 1996. Deloitte & Touche LLP June 27, 1997 EX-24.1 5 EXHIBIT 24.1 - POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below, being a member of the Board of Directors of The Good Guys, Inc. (the "Company"), hereby constitutes and appoints Robert A. Gunst and Dennis C. Carroll, and each of them, as his true and lawful attorney- in-fact and agent, with full power of substitution and resubstitution, for and in his name, place and stead, in any and all capacities, to sign on his behalf the Company's Registration Statement on Form S-8 with respect to an additional 600,000 shares of the Company's common stock issuable under the Company's Employee Stock Purchase Plan, and to execute any amendments thereto, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, with the full power and authority to do and perform each and every act and thing necessary or advisable to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. DATED: November 19, 1996 /s/ STANLEY R. BAKER _______________________________ Stanley R. Baker /s/ ROBERT A. GUNST _______________________________ Robert A. Gunst /s/ RUSSELL M. SOLOMON _______________________________ Russell M. Solomon /s/ W. HOWARD LESTER _______________________________ W. Howard Lester /s/ JOHN E. MARTIN _______________________________ John E. Martin -----END PRIVACY-ENHANCED MESSAGE-----