-----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, G41SrRMr7iPLKn/6q0R0CjSff+vsm3iMb8yLcz7JduyJlTYK3N5gW73pL7o7wBlY 5NJwvpLatrqfI+AkYneDUQ== 0000950169-00-000425.txt : 20000502 0000950169-00-000425.hdr.sgml : 20000502 ACCESSION NUMBER: 0000950169-00-000425 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYLVAN LEARNING SYSTEMS INC CENTRAL INDEX KEY: 0000912766 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 521492296 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-22844 FILM NUMBER: 614898 BUSINESS ADDRESS: STREET 1: 1000 LANCASTER ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108438000 MAIL ADDRESS: STREET 1: 1000 LANCASTER ST CITY: BALTIMORE STATE: MD ZIP: 21202 10-K/A 1 SYLVAN LEARNING SYSTEMS, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A [X] Annual Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 for the fiscal year ended December 31, 1999. ------------------ 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 Number 0-22844 ------- SYLVAN LEARNING SYSTEMS, INC. ----------------------------- (Exact name of registrant as specified in its charter) Maryland 52-1492296 ----------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1000 Lancaster Street, Baltimore, Maryland 21202 - ---------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 843-8000 -------------- Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on Title of each class which registered -------------------- ------------------------ Common Stock, Par Value $.01 NASDAQ Preferred Stock Purchase Rights None
Securities registered pursuant to the Section 12 (g) of the Act: None 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 [ ]. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of Form 10-K or this amendment on Form 10- K/A. [ ] The aggregate market value of voting Common Stock held by non-affiliates of the registrant was approximately $800 million as of March 31, 2000. The registrant had 50,344,374 shares of Common Stock outstanding as of March 31, 2000. This Annual Report on Form 10-K/A provides the information required in Part III. The date of the Registrant's Annual Meeting of Shareholders has been changed to June 14, 2000. The Registrant is hereby amending Items 10-13 of its Form 10-K to read as follows: PART III ITEM 10 - ------- Directors and Executive Officers of Sylvan Learning Systems, Inc. The Board of Directors is comprised of eight persons separated into three classes, with each class serving a three-year term. Two directors serve in Class III and are subject to re-election for a three-year term beginning at the 2000 Annual Meeting. However, Mr. Samper has decided not to seek re-election, and the Board has nominated Michael S. Gross in his place. In addition, the Board has nominated Laurence M. Berg to fill the vacant Class III director position and he is seeking election to the remainder of the Class II term. Two directors serve in Class II and are subject to re-election for a three-year term beginning at the 2002 Annual meeting. Three directors serve in Class I and are subject to re-election for a three-year term beginning at the 2001 Annual meeting. As of the date of this proxy statement there is a vacancy in Class II which has existed since 1999. Information Concerning Nominees - -------------------------------
Nominated For Principal Occupation, Directorships with Name and Age Director Since Term Expiring Public Companies and other Information - ------------ -------------- -------------- ------------------------------------------ R. William Pollock December 1995 2003 Annual Meeting Mr. Pollock has been a Director of the Company (71) since December 1995. Mr. Pollock serves as Chairman of the Board of Drake Holdings Limited, a company which owns interests in various businesses throughout the world. He is also one of the prior owners of Drake Prometric, L.P., acquired by the Company in 1995 and sold in 2000. Laurence M. Berg May 2000 2003 Annual Meeting Mr. Berg has been a Director of Sylvan since (34) being appointed in May 2000. Mr. Berg has been principal with Apollo Advisors, L.P. since 1995, which together with its affiliates serves as managing general partner of Apollo Investment Funds private securities investment funds. Mr. Berg is also a director of Berlitz International, Inc., Continental Graphics Holdings, Inc. and Rent-a-Center, Inc. Michael S. Gross 2003 Annual Meeting Mr. Gross is one of the founding principals in (38) 1992 of Apollo Advisors, L.P., which, together with its affiliates, acts as managing general partner of the Apollo Investment Funds, private securities investment funds. Mr. Gross is also director of Allied Waste Industries, Converse, Inc., Encompass Services Corporation, Pacer International, Inc., Rare Medium Group, Inc., Saks, Inc. and United Rentals, Inc.
2 Information Concerning Continuing Directors - -------------------------------------------
Term Principal Occupation, Directorships with Public Name and Age Director Since Expires Companies and other Information - ------------ --------------- -------- ----------------------------------------------- R. Christopher Hoehn-Saric December 1986 2002 Annual Mr. Hoehn-Saric has served as Chairman and Co-Chief (37) Meeting Executive Officer since April 1993 and was president of Sylvan from 1988 until 1992. He has been a Director of Sylvan since December 1986. He is a principal in Sterling Capital, Ltd. ("Sterling") the investment partnership that led the 1986 acquisition of KEE Incorporated (the predecessor of Sylvan). He is also a co-founder of Health Management Corporation, a health services company. Before becoming Sylvan's President, Mr. Hoehn-Saric was involved in Sterling's acquisition of several distribution, broadcasting and photography businesses. Mr. Hoehn-Saric also serves as a director of Caliber Learning Network, Inc. Donald V. Berlanti February 1987 2002 Annual Mr. Berlanti has been a Director of Sylvan since (62) Meeting February 1987. Since 1975, Mr. Berlanti has been involved in the ownership and management of several businesses, including radio stations, a chain of convenience and greeting card stores and real estate development companies. Douglas L. Becker December 1986 2001 Annual Mr. Becker has been President and Co-Chief Executive (34) Meeting Officer of Sylvan since April 1993. From February 1991 until April 1993, Mr. Becker was the Chief Executive Officer of the Sylvan Learning Center Division of Sylvan. He has been a Director of Sylvan since December 1986. Mr. Becker was a co-founder of Health Management Corporation and is a co-founder of Sterling. From January 1987 to February 1991, Mr. Becker directed KEE's marketing and sales. Mr. Becker also serves as a director of Caliber Learning Network, Inc. James H. McGuire December 1995 2001 Annual Mr. McGuire has been a Director of the Company since (56) Meeting December 1995. Mr. McGuire serves as President of NJK Holding Company, which controls the interests of Nasser J. Kazeminy (one of the prior owners of Drake Prometric, L.P., acquired by the Company in 1995 and sold in 2000) in various businesses throughout the country. Rick Inatome June 1997 2001 Annual Mr. Inatome has been a Director of the Company since (46) Meeting June 1997. Mr. Inatome became the CEO of ZapMe! Corporation in September, 1999. From 1993 to 1999, Mr. Inatome was Chairman of Inacom Corporation, a technology services firm. Mr. Inatome also serves as a director of Atlantic Premium Brands, R.L. Polk, Saturn Electronic and AAA.
3 Information Concerning Retiring Director - ----------------------------------------
Term Expires Principal Occupation, Directorships with Public Name and Age Director Since Expires Companies and other Information - ------------ -------------- ------------ ----------------------------------------------- J. Phillip Samper March 1993 2000 Annual Mr. Samper has been a Director of Sylvan since (65) Meeting March 1993. Mr. Samper currently serves as Chairman of Placeware, Inc. and is the founder of Gabriel Venture Partners. From 1997 to 1998, Mr. Samper was CEO and President of Avistar Systems Corp. From 1996 to 1997, Mr. Samper was President and CEO of Quadlux, Inc. and from 1995 to 1996, Mr. Samper was Chairman and CEO of Cray Research, Inc. Mr. Samper served as President of Sun Microsystems, Inc. from 1994 to 1995, as President and Chief Executive Officer of Kinder-Care Learning Centers, Inc. during 1990 and as Vice Chairman of Eastman Kodak Company from 1986 to 1989. Mr. Samper is also a director of the Interpublic Group of Companies and Ingram Micro Corp.
Beneficial Ownership Reporting Compliance We believe that all our Directors and Executive Officers and other stockholders who may own 10% or more of Sylvan Common Stock have complied with the requirements of the Securities and Exchange Commission to report ownership and transactions which change ownership. 4 ITEM 11 - ------- Compensation of Executive Officers and Directors Compensation of Executive Officers. The following table shows for the years ended December 31, 1999, 1998 and 1997, compensation paid by Sylvan, including salary, bonuses, stock options, and certain other compensation, to its Co-Chief Executive Officers and each of its four other most highly compensated executive officers at December 31, 1999 (the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE - --------------------------------------------------------------------------------------------------------------------------------- Long-Term Compensation Annual Compensation Awards ----------------------------------------------- ------------ Other Annual Shares All Other Name and Salary Bonus $ Compensation Underlying Compensation $ Principal Position Year $ $ (1) Options (#) (2) - ----------------------------------------------------------------------------------------------------------------------------------- R. Christopher Hoehn-Saric 1999 331,250 300,000 6,600 - - Chairman of the Board, 1998 300,000 (3) 6,600 782,328 1,852,787 Co-Chief Executive Officer 1997 254,167 125,000 6,600 - 6,958,618 and Director Douglas L. Becker 1999 331,250 300,000 6,600 - - President, Co-Chief 1998 300,000 (3) 6,600 782,328 1,852,787 Executive Officer and 1997 254,167 125,000 6,600 - 6,958,509 Director B. Lee McGee 1999 231,250 200,000 6,600 - - Senior Vice President and 1998 200,000 (3) 6,600 396,134 1,160,049 Chief Financial Officer 1997 154,167 75,000 6,600 - 1,008,272 Steven Hoffman 1999 245,000 147,000 6,600 - 21,820 President 1998 230,416 63,000 6,600 - 18,085 Sylvan Prometric Division 1997 219,738 58,000 6,600 - 132,193 Peter Cohen 1999 224,167 90,300 6,600 105,000 - President 1998 210,000 67,200 6,600 - 140,750 Learning Services Division 1997 210,000 28,000 6,600 - 55,515 Martin Bean 1999 204,167 77,510 6,600 - 9,439 Executive Vice President 1998 200,000 100,946 6,600 - 7,741 Sylvan Prometric Division 1997 116,667 13,370 6,600 90,000 81,101
(1) The amounts in this column represent automobile allowances for all of the officers. (2) The amounts in this column represent stock option exercises by Messrs. Hoehn-Saric, Becker, McGee, Cohen and Bean, relocation compensation for Messrs. Hoffman, Cohen and Bean and interest forgiven on loans to Messrs. Hoffman and Bean. (3) The Company's Executive Officers are offered the alternative of receiving stock options in lieu of the cash bonus earned. The formula for calculating the number of shares is to divide the cash bonus earned by the share price of Sylvan Common Stock and to multiply the result by a factor of five. These options are fully vested on grant. 5 Option Grants in Last Fiscal Year. The following table sets forth certain information relating to options granted to the Named Executive Officers to purchase shares of Sylvan Common Stock during 1999.
INDIVIDUAL GRANTS - ------------------------------------------------------------------------------------------------------------------------------------ Potential Realizable Value at Number of Percent of Assumed Annual Rates of Stock Securities Total Options Price Appreciation for Underlying Granted To Exercise or Option Term Options Employees in Base Price Expiration ------------------------------ Name Granted Fiscal Year Per Share Date 5% 10% - ------------------------------------------------------------------------------------------------------------------------------------ R. Christopher Hoehn-Saric - - - - - - Douglas L. Becker - - - - - - B. Lee McGee - - - - - - Steven Hoffman - - - - - - Peter Cohen 5,000 * $21.16 4/20/09 $ 66,537 $ 168,618(1) 100,000 6% 13.11 12/13/09 824,481 2,089,396(2) Martin Bean - - - - - -
*Represents less than one percent of the outstanding Sylvan Common Stock (1) The assumed rate of appreciation of 5% and 10% would result in a stock price of $34.47 and $54.88, respectively. (2) The assumed rate of appreciation of 5% and 10% would result in a stock price of $21.35 and $34.00, respectively. The 5% and 10% assumed annual rates of stock price appreciation used to calculate potential gains to optionees are mandated by the rules of the SEC and do not represent Sylvan's prediction of future stock performance. Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values. The following table sets forth certain information concerning the exercise of stock options, the number of unexercised options and the value of unexercised options at the end of 1999 for the Named Executive Officers. Value is considered to be, in the case of exercised options, the difference between exercise price and market price on the date of exercise and, in the case of unexercised options and exercisable options, the difference between exercise price and market price at December 31, 1999.
Number of Value of Shares Securities Unexercised Acquired Underlying In-the-money Upon Value Unexercised Options Options @ Year Name Exercise Realized @ YE (1) End (1) - ---------------------------- --------------- --------------- ----------------------- --------------------- R. Christopher Hoehn-Saric - - 1,473,078 (E) $3,961,350 (E) 517,500 (U) - (U) Douglas L. Becker - - 1,473,078 (E) $3,961,350 (E) 517,500 (U) - (U) B. Lee McGee - - 352,259 (E) $ 160,650 (E) 218,250 (U) - (U) Steven Hoffman - - 101,250 (E) $ - (E) 67,500 (U) - (U) Peter Cohen - - 91,250 (E) $ - (E) 172,500 (U) - (U) Martin Bean - - 36,000 (E) $ - (E) 54,000 (U) - (U)
(1) (E) = Exercisable; (U) = Unexercisable 6 Employment Contracts Messrs. Becker and Hoehn-Saric have employment contracts with the Company, with terms ending December 31, 2000. Director's Compensation Directors who are not employees of the Company and are not prohibited by contract from accepting such compensation (current directors Mr. Pollock and Mr. McGuire are prohibited due to the sale of Drake Prometric L.P. to the Company) receive an annual fee of $15,000 and options to acquire 5,000 shares of Common Stock granted annually the day of the annual Shareholder's meeting at a grant price equal to the closing price on the date of the annual meeting. These options are granted under the 1998 Stock Incentive Plan and are fully vested at grant. All directors are reimbursed for their expenses. Compensation Committee Interlocks The Compensation Committee consists of Messrs. Berlanti, Samper and McGuire. None of such Directors was a party to any transaction with the Company which requires disclosure under Item 402(j) of Regulation S-K. Sylvan Management Executive Officers and Directors. The executive officers and directors of Sylvan are: Directors - ---------
Name Age Position - ------------------------------------- ---- -------------------------------------------------------------- R. Christopher Hoehn-Saric.......... 37 Co-Chief Executive Officer and Chairman of the Sylvan Board Douglas L. Becker................... 34 Co-Chief Executive Officer, President; Secretary; Director Donald V. Berlanti(1)(2)............ 62 Director, Chairman of the Compensation Committee J. Phillip Samper(1)(2)............. 65 Director James H. McGuire(1)(2).............. 56 Director, Chairman of the Audit Committee R. William Pollock.................. 71 Director Rick Inatome........................ 46 Director Laurence M. Berg.................... 34 Director
(1) Member of the Audit Committee (2) Member of the Compensation Committee Executive Officers - ------------------
Name Age Position - ------------------------------------- ---- -------------------------------------------------------------- B. Lee McGee........................ 44 Executive Vice President and Chief Financial Officer; Treasurer Steven Hoffman...................... 47 President--Sylvan Prometric Division Peter Cohen......................... 45 President--Learning Services Division Paula Singer........................ 45 President--Contract Educational Services Division
7 Information relating to Sylvan's executive officers (other than Messrs. Hoehn- Saric and Becker) is set forth below. See "Information Concerning Nominees" and "Information Concerning Continuing Directors" above for information relating to Messrs. Hoehn-Saric and Becker and the other Sylvan directors. B. Lee McGee. Mr. McGee has been Chief Financial Officer of Sylvan or its predecessor entities since 1987. In December 1997, Mr. McGee was also named Executive Vice President of the Company. Paula Singer. Ms. Singer has been the President of the Contract Educational Services Division since November 1996. Previously she served as Vice President of the Division since 1993. Prior to joining Sylvan, Ms. Singer held positions as General Manager of American Learning, Inc. and Vice President of American Learning Corporation. Steven Hoffman. Mr. Hoffman has been the President of Sylvan Prometric since September 1996. Prior to joining Sylvan, Mr. Hoffman was the Vice President of Operations for the Computer Task Group, a consulting and outsourcing firm serving the IT industry. Prior to that time, he held various positions for International Business Machines, Corp. Peter Cohen. Mr. Cohen has been the President of the Learning Center Division since September 1996. Prior to joining Sylvan, he was the Chief Executive Officer of The Pet Practice, an 85 hospital veterinary business. He also served as Vice President of Sales for National Media Corporation and Senior Vice President of Corporate Operations for Nutri-System Weight Loss Centers. There are no family relationships among any of the executive officers or directors of Sylvan. Executive Officers of Sylvan are elected by the Sylvan Board on an annual basis and serve at the discretion of the Sylvan Board. ITEM 12 Stock Ownership of Certain Beneficial Owners, Directors and Management The following table sets forth information regarding the beneficial ownership of Sylvan Common Stock as of March 30, 2000 by (i) each person who owns beneficially more than 5% of Sylvan Common Stock, (ii) each of the director nominees and directors of Sylvan, (iii) the Co-Chief Executive Officers and each of the Named Executive Officers and (iv) all directors and Executive Officers as a group. Unless otherwise indicated, the named persons exercise sole voting and investment power over the shares that are shown as beneficially owned by them.
Beneficially Owned Name (1) Number Percent - --------------------------------------------------------------------- ---------------------- -------------------- Donald V. Berlanti (2) 58,625 * Douglas L. Becker (3) 2,316,508 4.60 R. Christopher Hoehn-Saric (3) 2,319,655 4.60 R. William Pollock 3,274,842 6.50 J. Phillip Samper (4) 62,304 * James H. McGuire - - Rick Inatome (5) 12,500 * Laurence M. Berg - - B. Lee McGee (6) 570,509 * Steven Hoffman (7) 181,012 * Paula Singer (8) 176,250 * Peter Cohen (9) 263,750 * T. Rowe Price Associates, Inc. (10) 3,702,600 7.35 Brown Brothers Harriman & Co. (11) 3,162,650 6.28 Merrill Lynch, Pierce Fenner & Smith Safekeeping (12) 2,562,675 5.09 Paine Webber Incorporated (13) 3,021,891 6.00 State Street Bank and Trust Company (14) 6,804,446 13.5 All directors and Executive Officers as a group (12 persons) 9,235,955 18.3
8 * Represents beneficial ownership of not more than one percent of the outstanding Sylvan Common Stock (1) The address of each stockholder listed in this table is c/o Sylvan Learning Systems, Inc., 1000 Lancaster Street, Baltimore, MD 21202, except as otherwise noted. (2) Includes options to purchase 58,625 shares of Sylvan Common Stock. (3) Includes options to purchase 1,990,578 shares of Sylvan Common Stock. (4) Includes options to purchase 55,125 shares of Sylvan Common Stock. (5) Includes options to purchase 12,500 shares of Sylvan Common Stock (6) Includes options to purchase 570,509 shares of Sylvan Common Stock (7) Includes options to purchase 168,750 shares of Sylvan Common Stock (8) Includes options to purchase 176,250 shares of Sylvan Common Stock (9) Includes options to purchase 263,750 shares of Sylvan Common Stock (10) Derived from a Schedule 13G filed by this stockholder on February 14, 2000. 293,200 shares only with sole voting power. The address of this stockholder is 100 East Pratt Street, Baltimore, Maryland 21202. (11) The address of this stockholder is 63 Wall Street, 8th Floor, New York, New York 10005 (12) The address of this stockholder is 4 Corporate Place, Corporate Park 287, Piscataway, New Jersey 08855. (13) The address of this stockholder is 1000 Harbor Blvd., Weehawken, NJ 07087. (14) The address of this stockholder is 1776 Heritage Drive, Global Corporate Action Unit JAB 5NW, No. Quincy, MA 02171. ITEM 13 Certain Relationships and Related Transactions In June of 1999, the Company granted options to Messrs. Becker and Hoehn-Saric to purchase 12% of the outstanding shares of Sylvan's international university venture upon formation of such corporate entity at a strike price 10% greater than the June 1999 fair market value share price. The options will be fully vested at the grant date and expire three years from the date of issue. Relationships with Caliber Learning Networks, Inc. Douglas L. Becker and R. Christopher Hoehn-Saric, Co-Chief Executive Officers and Directors of Sylvan concurrently serve as directors of Caliber. Sylvan owns 1,227,393 shares of Caliber Common Stock and 5,167,328 shares of 6% Non-Voting Convertible Preferred Stock convertible into Common Stock on a share-for-share basis beginning in May 2000. Messrs. Becker and Hoehn-Saric in the aggregate own 1,866,152 shares of Caliber Common Stock. Under an Intercompany Management and Facility Use Agreement between Sylvan and Caliber, Sylvan provides Caliber with the use of certain facilities for Caliber's corporate offices in Baltimore, Maryland, and certain administrative support and executive management services, including financial management; tax and accounting services; legal services; management information services; and human resources support. During 1999, Caliber paid Sylvan $2.0 million for these facilities and services. This Agreement was renewed for an additional year in December 1999. Under a Testing Center Management and CBT Services Agreement between Caliber and Sylvan, Caliber has assumed management and responsibility for all obligations and operations of certain Sylvan Testing Centers ("STCs") and to deliver computer-based testing services on behalf of Sylvan at those STCs through December 31, 2000. These facilities may be converted into classrooms capable of receiving Caliber programs. The Company pays Caliber a fixed amount per month to manage these STCs and an additional fee per test delivered above a specified number of tests. During 1999, the Company paid approximately $4 million in fees and other compensation under this Agreement. This agreement was terminated in February 2000. Relationship with ZapMe! Corporation. In March 1999, the Company entered into a Products and Services Agreement with ZapMe! Corporation and subsequently acquired 600,000 shares of Series D Preferred Stock. Sylvan was also granted a warrant to purchase an additional 150,000 shares of ZapMe! at $5 per share. In addition, certain of the Company's directors and officers acquired 581,127 shares of Series D Preferred Stock. Mr. Becker joined the Board of Directors of ZapMe! Corporation in April 1999 and became a member of the Compensation Committee. Mr. Becker received 20,000 options at $4 per share as his board compensation. 9 Mr. Inatome joined ZapMe! Corporation in September 1999 as its Chief Executive Officer. On October 20, 1999, ZapMe! Corporation effected its Initial Public Offering and the Company acquired another 150,000 shares of common stock. All Series D Preferred Stock converted share for share into shares of common stock of ZapMe! Corporation. SIGNATURES ---------- Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized on April 28, 2000. SYLVAN LEARNING SYSTEMS, INC. (Registrant) By: /s/ R. Christopher Hoehn-Saric ------------------------------------- R. Christopher Hoehn-Saric Chairman of the Board 10 -----END PRIVACY-ENHANCED MESSAGE-----