-----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, DEw3LTtrhCzh5hy44Cqp90y72I+MTqHqe8x4fg/NfRCogPPWAknKT7cBEKt0UFSW y2udXNuoEeoVA+aB87/RIg== 0000912057-97-009921.txt : 19970325 0000912057-97-009921.hdr.sgml : 19970325 ACCESSION NUMBER: 0000912057-97-009921 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19970324 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: OAK TECHNOLOGY INC CENTRAL INDEX KEY: 0000824225 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770161486 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-25298 FILM NUMBER: 97561749 BUSINESS ADDRESS: STREET 1: 139 KIFER CT CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4087370888 MAIL ADDRESS: STREET 1: 139 KIFER COURT CITY: SUNNYVALE STATE: CA ZIP: 94086 10-Q/A 1 10Q/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to ---------- ------------ ---------- ------------ COMMISSION FILE NO. 0-25298 OAK TECHNOLOGY, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 77-0161486 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 139 KIFER COURT SUNNYVALE, CALIFORNIA 94086 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE) (408) 737-0888 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YES X NO . --- --- As of September 30, 1996, there were outstanding 40,357,343 shares of the Registrant's Common Stock, par value $0.001 per share. FORM 10-Q/A Amendment No. 1 In accordance with the Securities and Exchange Commission's order dated March 6, 1997 granting Oak Technology's Application for confidential treatment, the undersigned Registrant hereby amends Exhibit 10.13 filed pursuant to Item 6 of Form 10-Q and files such amended exhibit herewith. 2 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) The following exhibits are filed herewith or incorporated by reference herein. Exhibit Number Exhibit Title ------- ------------- 3.01 The Company's Restated Certificate of Incorporation, amended (1) 3.02 The Company's Restated Bylaws (2) 4.01 Form of Specimen Certificate for the Company's Common Stock (3) 4.02 Amended and Restated Registration Rights Agreement dated as of Oct. 15, 1993 among the Company and various investors (3) 4.03 The Company's Restated Certificate of Incorporation, as amended (See Exhibit 3.01) 4.04 The Company's Restated Bylaws (See Exhibit 3.02) 10.01 1988 Stock Option Plan, as amended and related documents (3)* 10.02 1994 Stock Option Plan and related documents (3), and amendment thereto dated February 1, 1996 (4)* 10.03 1994 Outside Directors' Stock Option Plan and related documents (3)* 10.04 1994 Employee Stock Purchase Plan (3)* 10.05 401(k) Plan and related documents (3) and Amendment Number One and Supplemental Participation Agreement thereto (5)* 10.06 Lease Agreement dated August 3, 1988 between John Arrillaga, Trustee, or his Successor Trustee, UTA dated 7/20/77 (John Arrillaga Separate Property Trust) as amended and Richard T. Peery, Trustee, or his Successor Trustee, UTA dated 7/20/77 (Richard T. Peery Separate Property Trust) as amended, and Justin Jacobs, Jr., dba Siri-Kifer Investments, a joint venture, and the Company, as amended June 1, 1990, and Consent to Alterations dated March 26, 1991 (lease agreement for 139 Kifer Court, Sunnyvale, California) (3), and amendments thereto dated June 15, 1995 and July 19, 1995 (5) 3 10.07 Lease Agreement dated August 22, 1994 between John Arrillaga, Trustee, or his Successor Trustee, UTA dated 7/20/77 (John Arrillaga Separate Property Trust) as amended and Richard T. Peery, Trustee, or his Successor Trustee, UTA dated 7/20/77 (Richard T. Peery Separate Property Trust) as amended, and Justin Jacobs, Jr., dba Siri-Kifer Investments, a joint venture, and the Company (lease agreement for 140 Kifer Court, Sunnyvale, California) (3), and amendment thereto dated June 15, 1995 (5) 10.08 Form of Indemnification Agreement, between the Company and each of its Directors and executive officers (14) 10.09 VCEP Agreement dated July 30, 1990 between the Company and Advanced Micro Devices, Inc. (3) 10.10 Product License Agreement dated April 13, 1993 between the Company and Media Chips, Inc., as amended September 16, 1993 (3) 10.11 Resolutions of the Board of Directors of the Company dated July 27, 1994 setting forth the provisions of the Executive Bonus Plan (3)(12)* 10.12 Employee Incentive Plan effective January 1, 1995 (3)* 10.13 Option Agreement between Oak Technology, Inc., and Taiwan Semiconductor Manufacturing Co., Ltd. dated as of August 8, 1996(12) 10.14 Foundry Venture Agreement between the Company and United Microelectronics Corporation dated as of October 2, 1995 (6)(12) 10.15 Fab Ven Foundry Capacity Agreement among the Company, Fab Ven and United Microelectronics Corporation dated as of October 2, 1995 (7)(12) 10.16 Written Assurances Re: Foundry Venture Agreement among the Company, United Microelectronics Corporation and Fab Ven dated as of October 2, 1995 (8)(12) 4 10.17 Lease Agreement dated June 15, 1995 between John Arrillaga, Trustee, or his Successor Trustee, UTA dated 7/20/77 (John Arrillaga Separate Property Trust) as amended and Richard T. Peery, Trustee, or his successor Trustee, UTA dated 7/20/77 (Richard T. Perry Separate Property Trust) as amended, and the Company (lease agreement for 130 Kifer Court, Sunnyvale, California) (9), and amendments thereto dated June 15, 1995 and August 18, 1995 (10) 10.18 Deposit Agreement dated November 8, 1995 between Chartered Semiconductor Manufacturing Ltd. and the Company (11), and Amendment Agreement (No. 1) thereto dated September 25, 1996 (13)** 11.01 Statement regarding computation of net income (loss) per share (14) 27.01 Financial Data Schedule (14) _________________________ (1) Incorporated herein by reference to exhibit 3.01 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996. (2) Incorporated herein by reference to exhibit 3.05 filed with the Company's Registration Statement on Form S-1 (File No. 33-87518) declared effective by the Securities and Exchange Commission on February 13, 1995 (the "February 1995 Form S-1"). (3) Incorporated herein by reference to the exhibit with the same number filed with the February 1995 Form S-1. (4) Incorporated herein by reference to Exhibit 10.1 filed with the Company's Registration Statement on Form S-8 (File No. 333-4334) on May 2, 1996. (5) Incorporated herein by reference to the exhibit with the same number filed with the Company's Annual Report on Form 10-K for the year ended June 30, 1996. (6) Incorporated herein by reference to Exhibit 2.1 filed with the Company's Form 8-K dated October 2, 1995 (the "October 1995 form 8-K"). (7) Incorporated herein by reference to Exhibit 2.2 filed with the October 1995 Form 8-K. (8) Incorporated herein by reference to Exhibit 2.3 filed with the October 1995 Form 8-K. (9) Incorporated herein by reference to Exhibit 10.08 filed with the Company's Annual Report on Form 10-K for the year ended June 30, 1995. (10) Incorporated herein by reference to Exhibit 10.08 filed with the Company's Annual Report on Form 10-K for the year ended June 30, 1996. (11) Incorporated herein by reference to Exhibit 10.04 filed with the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1995. (12) Confidential treatment has been granted with respect to portions of this exhibit. (13) Incorporated herein by reference to Exhibit 10.17 filed with the Company's Annual Report on Form 10-K for the year ended June 30, 1996. (14) Incorporated herein by reference to the exhibit with the same number filed with the Company's quarterly report on Form 10-Q for the quarter ended September 30, 1996. * Indicates Management incentive plan. ** Confidential treatment requested as to portions of the exhibit. (b) The Company did not file any reports on Form 8-K during the three months ended September 30, 1996. 5 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. OAK TECHNOLOGY, INC. (Registrant) Date: March 24, 1997 /S/ SIDNEY S. FAULKNER ---------------------- Sidney S. Faulkner Vice President, Finance, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer and Duly Authorized Officer) 6 EXHIBIT INDEX Exhibit Number Exhibit Title ------- ------------- 10.13 Option Agreement between Oak Technology, Inc., and Taiwan Semiconductor Manufacturing Co., Ltd. dated as of August 8, 1996** ______________________ ** Confidential treatment granted as to portions of the exhibit. 7 EX-10.13 2 EX 10.13 EXHIBIT 10.13 OPTION AGREEMENT BETWEEN OAK TECHNOLOGY, INC. AND TAIWAN SEMICONDUCTOR MANUFACTURING CO., LTD. AUGUST 8, 1996 OPTION AGREEMENT THIS AGREEMENT is made and becomes effective as of AUGUST 8, 1996 (the "Effective Date") by Taiwan Semiconductor Co., Ltd. ("TSMC"), a company organized under the laws of the Republic of China with its registered address at No. 121, Park Ave. 3, Science-Based Industrial Park, Hsinchu, Taiwan, and OAK Technology, Inc., a company organized under the laws of the R.O.C., with its registered address at Rm. B, 7F, No. 370, Sec. 1, Fu-Hsing S. Rd. Taipei, Taiwan, R.O.C. ("Customer"). RECITALS WHEREAS, TSMC currently supplies Customer with wafers and Customer wishes to increase the purchase volume of wafers from TSMC; WHEREAS, in order to increase its output, TSMC must accelerate its ramp up in Fab 3 and advance the start of Fab 4; WHEREAS, as a condition to TSMC's acceleration of these facilities, TSMC has asked Customer to make a capacity commitment and certain advance payment under three option agreements; WHEREAS, both parties intend to terminate the three option agreements and enter into a new option agreement for the purposes set herein. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties agree as follows: 1. TERMINATION OF THE OPTION AGREEMENTS Both parties agree to terminate the Option I Agreement dated June 7, 1995, the Option II Agreement dated June 7, 1995, and the Option III Agreement dated August 17, 1995 between the parties upon the Effective Date hereof. Any rights and obligations accrued prior to the termination of those three agreements, excluding the option fees due thereunder, shall remain effective. 2. DEFINITIONS (a) "Base Capacity" used in this Agreement shall mean the capacity that TSMC agrees to provide, and of which Customer agrees to purchase 90%, in addition to the Option Capacity, pursuant to this Agreement. (b) "Customer Committed Capacity" used in this Agreement shall mean the total capacity that Customer agrees to purchase from TSMC pursuant to this Agreement, and is set forth in Exhibit B. (c) "Option Capacity" used in this Agreement shall mean the firm capacity commitment made by Customer pursuant to this Agreement, for which capacity Customer agrees to pay TSMC liquidated damages at a rate [* ] for any such unused capacity pursuant to Section 6(a) below. (d) "Option Fee" used in this Agreement shall mean Customer's deposit balance, USD41,132,000, at TSMC upon the execution hereof as partial prepayment of the Option Capacity to be purchased by Customer, and for liquidated damages upon Customer's failure to purchase the Option Capacity. Except for the return of the corresponding Option Fee under assignment pursuant to Section 6(a), the Option Fee is not refundable. (e) "TSMC Committed Capacity" used in this Agreement shall mean the total capacity that TSMC agrees to provide to Customer pursuant to this Agreement, and is set forth in Exhibit B. (f) "Wafer Equivalent" used in this Agreement shall mean the number of 6" or 8" wafers based on the equivalency factor for 1995 Base Capacity. For details of the equivalency factor, please refer to Exhibit A. Any and all the capacity commitments referred to in this Agreement shall be measured in Wafer Equivalent. [*] Confidential Treatment Granted 3. VOLUME COMMITMENT (a) Customer agrees to purchase from TSMC the Customer Committed Capacity, and TSMC agrees to provide to Customer the TSMC Committed Capacity, as set forth in Exhibit B. In any calendar year, the orders placed by Customer shall first apply to fulfill 90% of the Base Capacity portion, and then the Option Capacity. (b) Each month, Customer agrees to provide to TSMC a six-month rolling forecast of the number of wafers that Customer will purchase, with the volume for the first twelve weeks being frozen (i.e. Customer must purchase all of the quantity forecast for the delivery in the first twelve weeks of all forecast). The forecast must be based on wafers out or deliveries expected to be made by TSMC. (c) TSMC will use its reasonable effort to cause its fabs to be capable of producing wafers of more advanced specifications, as set forth in the TSMC Technology Road Map attached in Exhibit C. 4. WAFER PRICE (a)[* ] Customer has the right to conduct price audit once a year on wafer price for the preceding twelve months through an internationally renown accounting firm, with a one-month prior written notice to TSMC. In the event that the wafer prices for the Option Capacity do not comply with this paragraph, TSMC will credit Customer any difference between the actual wafer prices paid and the Average Wafer Prices determined during the audits. TSMC will credit against Customer [* ] Wafer Equivalent for the Option Capacity purchased in the year 1996 and [* ] Wafer Equivalent for the Option Capacity in the years 1997, 1998 and 1999. (b) The parties shall negotiate in good faith each month the wafer prices for the Option Capacity ordered for the following month, and of no agreement may [*] Confidential Treatment Granted be reached by the parties before the end of each month, the parties agree to apply the wafer price used in that month to any orders placed by Customer in the subsequent month, and submit the dispute to the binding arbitration pursuant to Section 12 below to decide the wafer price within two months upon submission. Under such circumstances, neither party shall have the right to terminate this Agreement under Section 7 below. 5. OTHER PURCHASE TERMS AND CONDITIONS The Customer/TSMC Indemnity Agreement dated October 26, 1996 will apply to all purchases of wafers by Customer from TSMC, except that the provisions of this Agreement will supersede the above Agreement with respect to the subject matter hereof. Within ninety (90) days upon execution hereof, both parties agree to use their best efforts to negotiate and enter into a wafer production agreement for the purchase of wafers hereunder. 6. FAILURE TO PURCHASE THE CUSTOMER COMMITTED CAPACITY; FIRST RIGHT OF REFUSAL (a) Provided for the year 1996, if in any calendar year, for any reason, Customer is not able to use or purchase all or a portion of the Customer Committed Capacity of that year, or any other year(s) during the term of this Agreement, Customer shall promptly notify TSMC of such in writing and first offer TSMC such Capacity for sales to any third parties. In addition to its right to terminate this Agreement under Section 7(b) below, TSMC may, at its option, accept such offer, in whole or in part, within thirty (30) days following Customer's notification. In the event that TSMC decides not to accept such offer, Customer may assign such unused Customer Committed Capacity for that calendar year or this Agreement (including the right to purchase the Customer Committed Capacity for the remaining term of this Agreement) to any third parties acceptable to TSMC, within two months upon TSMC's written notice that it will not accept such offer, and if Customer fails to do so, TSMC has the right to deduct from the Option Fee [* ] times the unused Option Capacity for the applicable year as liquidated damages, and TSMC is entitled to sell or use any unused capacity thereafter. Any unused [*] Confidential Treatment Granted Customer Committed Capacity for 1996 shall be carried forward to the year 1997 and counted as additional Option Capacity for 1997. (b) If any portion of this Agreement or the whole Agreement is assigned to any third parties acceptable to TSMC pursuant to this Section 6(a) above, Customer shall cause such third parties to abide by the terms and conditions of this Agreement, and TSMC will return to Customer the portion of the Option Fee corresponding to the assigned Option Capacity at the same rates as set forth in Section 4(a). 7. TERM AND TERMINATION (a) The term of this Agreement shall commence from the Effective Date, and continue until December 31, 1999, or the date of total consumption of the Option Fee pursuant to this Agreement, whichever is earlier. (b) TERMINATION FOR OTHER BREACH OR FOR BANKRUPTCY Either party may terminate this Agreement if the other party breaches any material provisions of this Agreement and does not cure or remedy such breach within ninety (90) days of receiving written notice of such breach, or becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership or liquidation, if such petition or proceeding is not dismissed with prejudice within sixty (60) days after filing. (c) EFFECT OF TERMINATION Both parties shall remain liable to the other party for any outstanding and matured rights and obligations at the time of termination. 8. LIMITATION OF LIABILITY In no event shall either party be liable for any indirect, special, incidental or consequential damages (including loss of profits and loss of use) resulting from, arising out of or in connection with the performance or failure to perform under this Agreement, or resulting from, arising out of or in connection with TSMC's producing, supplying, and/or sale of the wafers, whether due to a breach of contract, breach of warranty, tort, or negligence of TSMC, or otherwise. 9. NOTICE All notices required or permitted to be sent by either party to the other party under this Agreement shall be sent by registered mail postage prepaid, or by personal delivery, or by fax. Any notice given by fax shall be followed by a confirmation copy within ten (10) days. Unless changed by written notice given by either party to the other, the addresses and fax numbers of the respective parties shall be as follows: To TSMC: TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY, LTD. No. 121, Park Avenue 3 Science-Based Industrial Park Hsinchu, Taiwan Republic of China To Customer: OAK Technology, Inc. Rm. B, 7F, No. 370 Sec. 1, Fu-Hsing S. Rd. Taipei, Taiwan Republic of China 10. ENTIRE AGREEMENT This Agreement, including Exhibits A-C, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understanding, agreements, dealings and negotiations, oral or written, regarding the subject matter hereof. No modification, alteration or amendment of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any breach or failure by either party to enforce any provision of this Agreement shall be deemed a waiver of any other or subsequent breach, or a waiver of future enforcement of that or any other provision. 11. GOVERNING LAW This Agreement will be governed by and interpreted in accordance with the laws of the Republic of China. 12. ARBITRATION Each party will make the best efforts to resolve amicably any disputes or claims under this Agreement among the parties. In the event that a resolution is not reached among the parties within thirty (30) days after written notice by any party of the dispute or claim, the dispute or claim shall be finally settled by binding arbitration in Taipei under the Rules of the ROC Commercial Arbitration Act by three (3) arbitrators appointed in accordance with such rules. The arbitration proceeding shall be conducted in English. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. 13. ASSIGNMENT This Agreement shall be binding on and inure to the benefit of each party and its successors, and except that Customer may assign this Agreement under Section 6 above, neither party shall assign any of its rights hereunder, nor delegate its obligations hereunder, to any third party, without the prior written consent of the other. 14. CONFIDENTIALITY Both parties shall keep in strict confidence the existence or contents of this Agreement and take the best precaution possible to prevent any unauthorized disclosure or use thereof. Both parties agree that no disclosure of this Agreement or any matter relating thereto may be made without the disclosing party first providing the proposed disclosure to the other party two weeks in advance for consent. In the event disclosure is required by laws or governmental regulations, the disclosing party shall provide the other party the opportunity to protest, participate in preparing disclosure or make reasonable changes thereto. 15. FOUNDRY SOURCE Customer shall use TSMC as the primary foundry source to manufacture all of its products provided that TSMC offers competitive pricing, delivery and technology. 16. FORCE MAJEURE Neither party shall be responsible for delays or failure in performance resulting from acts beyond the reasonable control of such party. Such acts shall include but not limited to acts of God, war, riot, labor stoppages, governmental actions, fires, floods, and earthquakes. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first stated above. TAIWAN SEMICONDUCTOR OAK Technology, Inc. MANUFACTURING CO., LTD. BY: /s/ KL FOR DON BROOKS BY: /s/ DAVID D. TSANG --------------------- ------------------ Donald W. Brooks David Tsang President President Exhibit A Capacity Factor Table
DATE: 11-APR-1995 - ------------------------------------------------------------------------------------ MASKING W-PLUG COMPLEXITY CAPACITY GENERIC TECHNOLOGY LAYERS(A) LAYERS(B) INDEX(C) FACTOR(D) (W/O ESD) - ------------------------------------------------------------------------------------ 1.5um-SPDM (BICMOS) [* 1.2um-SPDM (LOGIC) 1.0um-SPDM (LOGIC) 1.0um-DPDM (BICMOS) 0.8um-SPDM (LOGIC) 0.8um-SPTM (LOGIC-SALICIDE) 0.8um-DPDM (BICMOS) 0.6um-SPDM (LOGIC) 0.6um-SPTM (LOGIC) 0.6um-DPDM (SRAM) 0.6um-TPSM (DRAM) 0.6um-QPDM (DRAM) 0.5um-SPDM (LOGIC) 0.5um-SPTM (LOGIC-SACVD) 0.5um-SPTM (LOGIC-CMP) 0.5um-DPDM (SRAM) 0.5um-QPDM (DRAM) 0.35um-SPTM (LOGIC-CMP) ] - ------------------------------------------------------------------------------------
REMARK: (1) MASKING LAYER OF W/I ESD = MASKING LAYER OF W/O ESD + 1 (2) MASKING LAYER OF MIXED-MODE (DP) = MASKING LAYER OF LOGIC(SP) DIVIDED BY 1 (3) COMPLEXITY INDEX (C) = (A) + (B)/2 (4) CAPACITY FACTOR (D) = (C)/13, NORMALIZED TO 0.8um-SPDM AS 1 [*] Confidential Treatment Granted Exhibit B CUSTOMER/TSMC COMMITTED CAPACITY UNIT: 6" WAFER EQUIVALENT K=1000 WAFER EQUIVALENT
1996 1997 1998 1999 ---- ---- ---- ---- BASE CAPACITY [* OPTION CAPACITY TSMC COMMITTED CAPACITY CUSTOMER COMMITTED CAPACITY ]
*The parties agree to maintain quarterly linear run rate within [* ] from the preceding quarter throughout any calendar year. [*] Confidential Treatment Granted tsmc Exhibit C GENERIC TECHNOLOGY ROADMAP MIXED [* MODE LOGIC SRAM ] NOTE: THE FRONT EDGE OF EACH BOX REPRESENTS THE RISK PRODUCTION DATE. 1993 1994 1995 1996 1997 1998 JAN. 24, 1995 [*] Confidential Treatment Granted -----END PRIVACY-ENHANCED MESSAGE-----