-----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, COnhXwAPJkoPhd0eLpe7+B4PAX7Dl7gRC6srgWrOxJvGBZjh+Ix2JLfUl4vLZNRy f9/aXsmNEYZWa3joHHQWcg== 0001104659-08-025627.txt : 20080421 0001104659-08-025627.hdr.sgml : 20080421 20080421163012 ACCESSION NUMBER: 0001104659-08-025627 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20080417 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080421 DATE AS OF CHANGE: 20080421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAINING DATA CORP CENTRAL INDEX KEY: 0000820738 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943046892 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16449 FILM NUMBER: 08767237 BUSINESS ADDRESS: STREET 1: 25A TECHNOLOGY DRIVE CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 949-442-4400 MAIL ADDRESS: STREET 1: 25A TECHNOLOGY DRIVE CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: OMNIS TECHNOLOGY CORP DATE OF NAME CHANGE: 19971022 FORMER COMPANY: FORMER CONFORMED NAME: BLYTH HOLDINGS INC DATE OF NAME CHANGE: 19920703 8-K 1 a08-11972_18k.htm 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

April 17, 2008

Date of Report (Date of earliest event reported)

 

Commission File No. 000-16449

 

TIGERLOGIC CORPORATION

(Exact Name of registrant as specified in its charter)

 

Delaware

 

94-3046892

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification Number)

 

25A Technology Drive, Irvine, CA 92618

(Address of principal executive offices, Zip Code)

 

(949) 442-4400

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e)           On April 18, 2008, the Compensation Committee of the Board of Directors recommended and the Board of Directors approved a cash bonus of $250,000 for Carlton H. Baab, President and Chief Executive Officer, for fiscal year 2008 on the basis of performance of TigerLogic Corporation (the “Company”) and the Compensation Committee’s and Board of Directors’ subjective evaluation of individual performance.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

(a)           Effective as of April 17, 2008, the Company amended Article I of its certificate of incorporation solely to change its corporate name from “Raining Data Corporation” to “TigerLogic Corporation”.  The name change and amendment were completed pursuant to Section 253 of the General Corporation Law of the State of Delaware through a merger of the Company’s wholly-owned subsidiary with and into the Company.  On April 18, 2008, the Company issued a press release announcing the change of its corporate name, the text of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

ITEM 9.01. Financial Statements and Exhibits.

 

(d)           Exhibits.

 

Exhibit No.

 

Description

 

 

 

3.1

 

Certificate of Ownership and Merger as filed with the Secretary of State of the State of Delaware on April 17, 2008

3.2

 

Composite Certificate of Incorporation

4.1

 

Specimen Common Stock Certificate

99.1

 

Press Release dated April 18, 2008

 

2



 

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 thereunto duly authorized.

 

 

 

TIGERLOGIC CORPORATION

 

 

 

 

 

 

Dated: April 21, 2008

By:

/s/ Thomas Lim

 

 

Thomas Lim

 

 

Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

3.1

 

Certificate of Ownership and Merger as filed with the Secretary of State of the State of Delaware on April 17, 2008

3.2

 

Composite Certificate of Incorporation

4.1

 

Specimen Common Stock Certificate

99.1

 

Press Release dated April 18, 2008

 

4


EX-3.1 2 a08-11972_1ex3d1.htm EX-3.1

Exhibit 3.1

 

CERTIFICATE OF OWNERSHIP AND MERGER

 

MERGING

 

TIGERLOGIC CORPORATION

 

WITH AND INTO

 

RAINING DATA CORPORATION

 

Pursuant to Section 253 of the General Corporation Law of the State of Delaware

 

Raining Data Corporation (“Raining Data” or the “Corporation”), HEREBY CERTIFIES AS FOLLOWS;

 

FIRST: Raining Data was originally incorporated as Blyth Holdings Inc. on August 5, 1987 pursuant to the General Corporation Law of the State of Delaware.

 

SECOND: Raining Data owns all of the outstanding shares of capital stock of TigerLogic Corporation, a corporation incorporated on April 11, 2008 pursuant to the General Corporation Law of the State of Delaware (“Subsidiary”).

 

THIRD: Raining Data, by the following resolutions of its Board of Directors, duly adopted at a meeting on March 21, 2008 and filed with the minutes of its Board of Directors, determined to merge Subsidiary with and into Raining Data, and Raining Data does hereby merge Subsidiary with and into Raining Data effective as of the Effective Time (as defined below):

 

WHEREAS, Raining Data owns all of the outstanding shares of capital stock of Subsidiary;

 

WHEREAS, Raining Data desires, on behalf of itself and in its capacity as the sole stockholder of Subsidiary, to merge Subsidiary with and into Raining Data pursuant to the provisions of Section 253 of the Delaware General Corporation Law.

 

NOW, THEREFORE, BE IT RESOLVED, that Subsidiary merge (the “Merger”) with and into the Corporation;

 

RESOLVED, that the Merger shall become effective on April 17, 2008 (the “Effective Time”) upon the filing of a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware in accordance with the provisions of the Delaware General Corporation Law;

 

RESOLVED, that, at the Effective Time, Subsidiary shall be merged with and into the Corporation, the separate existence of Subsidiary shall cease, and the Corporation shall continue as the surviving corporation of the Merger, and the Corporation, without further action, shall possess all the properties, rights, privileges, powers and franchises, public and private, of both the Corporation and Subsidiary, and shall be subject to all debts, liabilities, obligations, restrictions, disabilities and duties of both the Corporation and Subsidiary;

 



 

RESOLVED, that the Amended and Restated Certificate of Incorporation of the Corporation, as in effect immediately prior to the Effective Time, shall remain the certificate of incorporation of the Corporation from and after the Effective Time, without change, until thereafter amended as provided by law or such certificate of incorporation; provided, however, that, effective as of the Effective Time, the name of the Corporation shall be changed from “Raining Data Corporation” to “TigerLogic Corporation” and the first Article of the Restated Certificate of Incorporation of the Corporation shall be amended to read in its entirety as follows:

 

“FIRST.          The name of the corporation is TigerLogic Corporation.”

 

RESOLVED, that the by-laws of the Corporation, as in effect immediately prior to the Effective Time, shall remain the Bylaws of the Corporation from and after the Effective Time, without change, until thereafter amended as provided by law, the certificate of incorporation of the Corporation or such bylaws;

 

RESOLVED, that the directors of the Corporation immediately prior to the Effective Time shall remain the directors of the Corporation from and after the Effective Time, without change, each to hold office in accordance with the certificate of incorporation and bylaws of the Corporation until their successors are duly elected or appointed and qualified or until their earlier, death, resignation or removal;

 

RESOLVED, that the officers of the Corporation immediately prior to the Effective Time shall remain the officers of the Corporation from and after the Effective Time, without change, each to hold office in accordance with the certificate of incorporation and bylaws of the Corporation until their successors are duly elected or appointed and qualified or until their earlier, death, resignation or removal;

 

RESOLVED, that, at the Effective Time, each issued and outstanding share of the Common Stock, par value $0.01 per share, of Subsidiary (“Subsidiary Common Stock”) held by the Corporation shall, without any action on the part of the Corporation or Subsidiary, be canceled without any conversion thereof or any consideration therefore and no payment or distribution shall be made with respect thereto, and each issued and outstanding share of the Common Stock, par value $0.10 per share, of the Corporation shall remain outstanding following the Effective Time without change;

 

RESOLVED, that officers of the Corporation be, and each of them acting alone hereby is, authorized to make, execute and file with the Secretary of State of the State of Delaware a Certificate of Ownership and Merger setting forth a copy of these resolutions providing for the Merger of Subsidiary with and into the Corporation and the Corporation’s assumption of Subsidiary’s obligations and the date of adoption thereof; and

 

2



 

RESOLVED, that officers of the Corporation be, and each of them acting alone hereby is, authorized to take all other actions and to prepare, execute, deliver and file all other agreements, instruments, documents and certificates in the name and on behalf of the Corporation and to pay all such fees and expenses as they, or any one of them, may deem necessary, proper or advisable in order to effect the Merger, and that any actions of any officer of the Corporation authorized by the foregoing resolutions or that would have been authorized by any of the foregoing resolutions except such actions were taken prior to the adoption of these resolutions be, and they hereby are, ratified, approved and confirmed as actions of the Corporation.

 

FOURTH: That anything herein or elsewhere to the contrary notwithstanding, the Merger may be amended or terminated and abandoned by the Board of Directors of Raining Data at any time prior to the time that the Merger becomes effective.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and Merger to be signed by a duly authorized officer, this 17th day of April, 2008.

 

 

 

By:

/s/ Thomas Lim

 

Name:

Thomas Lim

 

Title:

Chief Financial Officer

 

3


EX-3.2 3 a08-11972_1ex3d2.htm EX-3.2

Exhibit 3.2

 

COMPOSITE CERTIFICATE

 

OF INCORPORATION

 

OF TIGERLOGIC CORPORATION

 

FIRST.                                                           The name of the corporation is TigerLogic Corporation.

 

SECOND.                                            The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.  The name of its registered agent at such address is The Corporation Trust Company.

 

THIRD.                                                       The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

 

FOURTH.                                           This Corporation is authorized to issue two classes of stock to be designated, respectively, “common” and “preferred.”  The number of common shares authorized is 100,000,000, each with a par value of $0.10.  The number of preferred shares authorized is 5,000,000, each with the par value of $1.00.

 

FIFTH.          The preferred stock authorized by this Restated Certificate of Incorporation shall be issued from time to time in series.  Except as otherwise provided in this Restated Certificate of Incorporation, the Board of Directors is hereby authorized to fix the number of shares, and determine the designation of each series of preferred shares and may determine or alter the rights, preferences, privileges, and restrictions granted to or imposed on any wholly unissued class of shares or any wholly unissued series of any class of shares.  As to any series the number of shares of which is fixed by the Board as herein authorized, the Board may, within any limits and restrictions stated in the resolution or resolutions of the Board originally fixing the number of shares constituting any series, increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series.  In case the number of shares of any series shall be so decreased, the shares constituting the decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of that series.

 

SIXTH.        The number of directors which shall constitute the whole of the Board of Directors shall be as fixed from time to time by vote of a majority of the entire Board of Directors; provided, however, that the number of directors shall be at least five (5) and not more than nine (9), and that the number of directors shall not be reduced so as to shorten the term of any director at the time in office.  The Board of Directors shall be divided into three classes, designated Class I, Class II and Class III, as nearly equal in number as the then total number of directors permits.  At each annual meeting of stockholders, successors to the class of directors whose terms expire at the annual meeting shall be elected for a three-year term.  All directors of this corporation may be removed with or without cause.

 



 

SEVENTH.                                      The Corporation is to have perpetual existence.

 

EIGHTH.                                                No director of the Corporation shall be held personally liable for monetary damages for breach of fiduciary duty as a director, provided that a director may be liable: (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) for any violation of Section 174 of the Delaware General Corporation Law; or, (d) for any transaction from which the director derived an improper personal benefit.

 

NINTH.                                                      The Board of Directors is expressly authorized to make, adopt, amend or repeal the Bylaws of this Corporation.

 

2


EX-4.1 4 a08-11972_1ex4d1.htm EX-4.1

Exhibit 4.1

 

TIGERLOGIC CORPORATION

 

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

 

NUMBER

 

TL

 

SHARES

 

COMMON STOCK

SEE REVERSE FOR CERTAIN DEFINITIONS

 

CUSIP 8867EQ 10 1

 

THIS CERTIFIES that

 

SPECIMEN

 

is the owner of

 

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.10 PER SHARE, OF

 

TIGERLOGIC CORPORATION

 

The shares evidenced by this Certificate are transferable in person or by duly authorized attorney or legal representative, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are subject to all the provisions of the Certificate of Incorporation and Bylaws of the Corporation and all amendments thereto (copies of which are on file with the Transfer Agent). This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by the facsimile signatures of its duly authorized officers and has caused its facsimile seal to be affixed hereto.

 

 

 

TIGERLOGIC CORPORATION

 

DELAWARE

 

CORPORATE

 

2000

 

SEAL

 

 

 

Dated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Thomas Lim

 

 

/s/ Carlton H. Baab

 

CFO, VP FINANCE AND SECRETARY

 

 

PRESIDENT AND CEO

 

 

COUNTERSIGNED AND REGISTERED:

REGISTRAR AND TRANSFER COMPANY

(CRANFORD, NEW JERSEY)

 

 

 

 

TRANSFER AGENT
AND REGISTRAR

BY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AUTHORIZED SIGNATURE

 

© S.C.B.Co.

 

© SECURITY-COLUMBIAN UNITED STATES BANKNOTE CORPORATION



 

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

 

TEN COM

 

–  as tenants in common

 

UNIF GIFT MIN ACT  –

 

Custodian

 

UNIF TRAN MIN ACT  –

 

Custodian

 

TEN ENT

JT TEN

 

–  as tenants by the entireties

 

       (Cust)

      (Minor)

 

        (Cust)

  (Minor)

 

–  as joint tenants with right

under Uniform Gifts to Minors

 

 

under Uniform Transfers to Minors

 

 

   of Survivorship and not as

Act

 

 

 

 

Act

 

 

 

 

   tenants in common

 

          (State)

 

 

 

(State)

 

 

Additional abbreviations may also be used though not in the above list.

 

For value received,                                                                                                             hereby sell, assign and transfer unto

 

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

 

 

 

 

 

Please Print or Type Name and Address, Including Postal Zip Code, of Assignee

 

 

                                                                                                                                                                                                   Shares of the captial stock represented by the within Certificate and do hereby irrevocably constitute and appoint

 

                                                                                                                                                                                                   Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the permises.

 

Dated:

 

 

 

 

Signature

 

 

 

 

 

 

 

Signature

 

 

 

NOTICE: The signature(s) to this assignment must correspond with the name(s) as written upon the face of the Certificate, in every particular, without alteration or enlargement, or any change whatever.

 

 

SIGNATURE(S) GUARANTEED:

 

 

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17AD-15.

 

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE

 


EX-99.1 5 a08-11972_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

Media Contact:

 

Investor Contact:

Erica Jostedt

 

Brian Cheek

SutherlandGold Group

 

TigerLogic Corporation

erica@sutherlandgold.com

 

brian.cheek@tigerlogic.com

925-890-6889

 

949-260-5147

 

TigerLogic Announces New Web Search Product to Debut in Coming Weeks;

Company Changes Name from Raining Data

 

New Web Search Product, called ChunkIt!, is an Internet Browser-Based Application that Enhances the Search Experience of Any Popular Search Engine or Web Page

 

SAN JOSE, Calif. – APRIL 18, 2008 – TigerLogic Corporation (Nasdaq: TIGR), formerly Raining Data Corporation (Nasdaq: RDTA), announced it will launch in the coming weeks a new Internet browser-based application that enhances the search experience of any popular search engine or Web page.  The company has changed its name to TigerLogic Corporation to better reflect its new focus on browser-based and integrated search tools it plans to introduce based on its TigerLogic technology platform.  The company will change its ticker symbol to “TIGR” effective April 21, 2008.

 

An online demonstration and detailed product description of the new ChunkIt! search product is available at http://www.tigerlogic.com/ChunkIt.  Visitors to the site can also request to participate in the private beta test program of ChunkIt!.

 

ChunkIt! is a, patent pending, revolutionary personal search engine (PSE) that sits in the Internet browser and enhances today’s most popular search services, including Google, Yahoo!, Microsoft Live Search, AOL and Ask.  The product dramatically increases user productivity by extracting and displaying “chunks” of information alongside the search engine results to see beyond the simple search results and obtain enough information to determine which links are most relevant to the search, before users start clicking away.  This convenient browser-based application can rapidly search through thousands of search engine link results, as well as any Web page and its embedded links, so users can quickly determine where to find exactly what they are looking for.

 

“ChunkIt! puts an end to the frustrating search fishing expedition where users are wasting valuable time chasing after ‘lame’ links and hopping between multiple windows and pages,” said Carlton H. Baab, President & CEO of TigerLogic Corporation.  “ChunkIt! empowers users with x-ray vision-like capabilities so they can easily see beyond the links on any Web page and view the actual content behind those links.This capability is extremely useful not only for enhancing search engine results, but for viewing any website page that contains hundreds, if not thousands, of embedded hyperlinks, commonly found on online market sites, encyclopedias, and news sites.”

 



 

The “chunks” delivered in a revolutionary dual panel page are displayed to the left of the chosen search engine results.  The ChunkIt! panel displays results of the key search words or phrase highlighted in unique colors, and is delivered in the same context as to how they are used on the original Web page.  By clicking on the ChunkIt! icon next to each result, users can quickly view the same chunk highlighted on the referenced Web page in the right panel, thus completely eliminating the need to manage multiple windows.

 

“ChunkIt! is designed to enhance Web search for an Internet that has grown exponentially since most of the major search services were originally built,” Baab said.  “ChunkIt! is designed to make the Web more easily digestible and is going to become an invaluable, user-driven tool to help users make sense of all the information that is out there.”

 

More information about ChunkIt! and a video demo are available at http://www.tigerlogic.com/ChunkIt.

 

About TigerLogic Corporation

 

TigerLogic’s installed customer base includes more than 500,000 active users representing more than 20,000 customer sites worldwide, with a significant base of diverse vertical applications.  With more than 100 employees and contractors worldwide, TigerLogic offers 24x7 customer support services and maintains a strong international presence.  More information about TigerLogic and its products can be found at http://www.tigerlogic.com.  Product details about ChunkIt! are available at http://www.tigerlogic.com/ChunkIt.

 

Except for the historical statements contained herein, the foregoing release may contain forward-looking statements.  These forward-looking statements are subject to risks and uncertainties, and actual results could differ materially due to several factors, including but not limited to the success of the Company’s research and development efforts to develop new products and to penetrate new markets, the market acceptance of the Company’s new products and updates, technical risks related to such products and updates, the Company’s ability to maintain market share for its existing products, the availability of adequate liquidity and other risks and uncertainties.  Please consult the various reports and documents filed by the Company with the U.S. Securities and Exchange Commission, including but not limited to the Company’s most recent reports on Form 10-KSB and Form 10-QSB for factors potentially affecting the Company’s future financial results.  All forward-looking statements are made as of the date hereof and the Company disclaims any responsibility to update or revise any forward-looking statement provided in this news release.  The Company’s results for the quarter ended December 31, 2007 are not necessarily indicative of the Company’s operating results for any future periods.

 

###

 

TigerLogic, ChunkIt!, Raining Data, Pick, mvDesigner, D(3), mvEnterprise, mvBase, Omnis, and Omnis Studio are trademarks of TigerLogic Corporation.  All other trademarks and registered trademarks are properties of their respective owners.

 


GRAPHIC 6 g119721mmi001.jpg GRAPHIC begin 644 g119721mmi001.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!P@'!@H("`@+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#V:DHKSO5- M:U+^V)I4NG012;40=,5S8C$1H).2W.S"8.6*DU%VL>BT5RNM_$#1O#?V:'49 M'-Q,@V+'U&T1[V]*/,H8%#C&:^@8R3$I/4J*!-6'4444""B MBB@`HHHH`****`$HK'\62RP^'YWAD:-QC#*<$4[PO))+H%L\KL[D]:U`!1110`4444`(>E>9:BN=1N?\` MKK_6O33TKS;4%_XF-S_UU_K7BYN[0B>WD[M.?HCC/B./^*L8_P#3JG\JZWP_ MJ5W8>`-*ALY/+,I;,>`YAV-VN1ZUG?"N9[;7M1FC7++:9"CN:>$FY8:,Y/H1C(+ZQ*, M5;4]QICQI(,.BN!_>&:Y'0= M?+)G(_$B&%/`]^4B13M'(4"O+?AP`WCBP5E#`J>",UZK\2_^1%O_`/=%>5?# M;_D>=/\`]TUTF"V.Y^('C+4/"^L6UKI]G:/')'O)D09!K1^'GC"_\36%]N0^,7_(R67_7$UEZ#?R:?\-==:)BKSW`B!'H>M`6T.@\2?%V MY%Y);:!`AAC)4W,O\1]A5/1/B[JD%VJ:Q#'-;,#^\C7:RGM]:P?`.A0:]XI@ MM+E=UO"GFNG][':O5O&_AO2KCPE>'['%$]O$7B=%P5(H#38Y#2/BIKFH^(K2 MP:TMA!<3[-PZ[:[3QEXXLO"5NBLAN+R8?NH%//U/H*\6\('=XMT=C_SW&:D\ M8W\FJ^+]1N)6.%F\I?\`90>E`[*YO2?%'Q;N?6O/+^[M3 MK,M]IRF&`SB6%">4YH"QZ7XV^(^M>'?$DNFV=K;R1+&K*7Z\U!XA^+%U;V5K M!ID4373PA[B5N5C8]AZURWQ"G-SXFAN6ZRV4;'\JZ3X;^!=+UK2#J^J1_:/, M>7[Q48%=%X6&/#]M]*J:QIEII/A1[* MQA$4"'Y4'05=\,C&@V_TK@O_`+9;^[^IWM_[#_V]^AK5@ZQXC-I3;22?W5)KE_!T`N+J[U"7YI"V`3VJL14ESQI0=G+KY(C"TXG=LF9_%J1^?LMV[^4.M7-$\1+J4C6MQ$8+I.J'O6W7'^(HA8^(;6\A^ M5G(W8K.MSX9*HI-J^J9M1E3Q5Z:C'33JQ/ MDPU*/NIREKKT1R\WB:^LK2>&\M5BOHQF//W)/I4NH:]>VOAZUOT1/.FQN4]! M2^-(4;2EE*C>CC!JAK(SX2L?PKGK5:M-U(\VT;K[SIHTZ%2-.?(E>6OW?D=% MI^H&71X[ZZ*IE-SD=!6*WB/4]4G:+1K,&-3@RR=*IZK.Z>%M/MD)'G?>^E=5 MI-G'8Z=##&H'R@D^IK6%2I6DJ:=DDFWUU,90I8>+JN-VVTET21C13>*H9X_. MA@EC9@&VGE1ZUT@Z4M%=M.GR*UV_4X*U;VMGRI>@4445J8"'I7G=^N=0N/\` MKK_6O1#TKS^_7&H3YX/F5X.=NU.'J>QE3M.1PGQ)_P"1M;_KV3^5=5H*Y\#: M.<$;JQM9!',LH>,MT)':F_#?P M+J?A^^N=0U8QJ\B>6D2'/'*VB$4*!$'85+5X6DZ-&--N]B*]7VM1S M74KP6%K;2-)#`B.W4@58HHK:,8Q5HJQBY.3NVTAQDDU>^'W@^\\)V=Y!?3QS_:)-PV#C%,+Z'DO@WQ`OASQ!!J3J7@*^7, M!U`/>O1_&/Q$T&;PS<6VGW2W5Q=Q[%11]W/KWLE[I5\;-I&)>-/ MF3/?CM63>_#S1_!^B7FJ:I>?:YQ$5A0_*NX],#N:`T9Q?A$;?%VCJ?\`GN!3 M_&%A-I?B_4;:1"-TWFQYZ,IIW@BWDNO&>DQ@$LLGF-[`5[3XL\%Z;XLMU%R& MBN8_]7/'PR^WN*!MV9Q&@:7\-]9L8WD"6]R%`EBEDVD-WK1'A;X:O>PV2212 M3S-A$67))K`N/@QJ_FD1:C;R)V9EP:T-`^#]Y8:M:W]UJB*;:02!8EY..V:! M?,YSXFPI;^,3!$-L<5JJJ/0`5Z+\)O\`D1K?_?:L_P`8_#6\\2^(7U.'44@1 MHPFPIGI73>#/#TOACP]%IDUP)W1B=X&,YI`WH6/$XSHV#[-W\6*QT\,W<:!(]3D51T`Z5YU5588GVD875K;KN=U.5.>&]G*5G> MYT$Z":!X\_>4BN7\+S"QOKG3Y_D8M\N>YJU_PCE]Q_Q-I>M6]1T"&^"2"0Q7 M"`#S%[_6IJ*O4E&JH6<>C:U3W+IRHTX2I.=U+R>C1K5R6K.-6\1V]M!\ZPGY MB.GO5TZ/K+IY+ZI^[Z9`YQ6CI>CV^EH?+R\C?>D;J:=55<3:#CRQW=_R1-*5 M+#7FIBD]?D96IVKR^&+&=%),/7Z5T6C7\5_I\;*P MWJH#+W!J6SLA;Z.#61-X7>*];HZ5WTJDIW3R@#)M.T'N>U244`?/]UI_CC1KZXD2&_A:60NQ@;< MIR:KOIOC#Q!.J7-IJ%TX/R^>,**^A\9HP!T%!7,<'\/?`$GAQWU/4W62_E7: MJ+TB7T^M=[1102%%%%`!1110`4444`%%%%`!1110!1U26^AA5[*(2,#\P/I6 M?_;]Z!M;2Y=_MTK=HKEJ4:DI-&[O=O=LFK6=2RM9+9!111708A1110`4444`?_V3\_ ` end
-----END PRIVACY-ENHANCED MESSAGE-----