1
EXHIBIT 1
3,000,000 Shares
Common stock
($.01 Par Value)
UNDERWRITING AGREEMENT
,1997
2
UNDERWRITING AGREEMENT
,1997
XXXXXX, READ & CO. INC.
PAINEWEBBER INCORPORATED
XXXXXXX XXXXX & ASSOCIATES, INC.
as Managing Underwriters
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Veritas DGC Inc. (the "Company") proposes to issue and sell to
the underwriters named in Schedule A annexed hereto (the "Underwriters") an
aggregate of 3,000,000 shares (the "Firm Shares") of Common Stock, $.01 par
value (the "Common Stock"), of the Company. In addition, solely for the
purpose of covering over-allotments, the Company proposes to grant to the
Underwriters the option to purchase from the Company up to an additional
450,000 shares of Common Stock (the "Additional Shares"). The Firm Shares and
the Additional Shares are hereinafter collectively sometimes referred to as the
"Shares." The Shares are described in the Prospectus which is referred to
below. Pursuant to the Rights Plan (as defined in the Registration Statement
described below), shares of Common Stock are accompanied by certain preferred
stock purchase rights (the "Rights"), which Rights trade with the Common Stock.
Unless the context otherwise requires, all references to "Common Stock,"
"Shares," "Firm Shares" and "Additional Shares" shall include the applicable
Rights.
The Company has filed, in accordance with the provisions of
the Securities Act of 1933, as amended, and the rules and regulations
thereunder (collectively called the "Act"), with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3, including a
prospectus, relating to the Shares, which incorporates by reference documents
that the Company has filed or will file in accordance with the provisions of
the Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder (collectively called the "Exchange Act"). The Company has furnished
to you, for use by the Underwriters and by dealers, copies of one or more
preliminary prospectuses and the documents incorporated by reference therein
(each thereof, including the documents incorporated therein by reference, being
herein called a "Preliminary Prospectus") relating to the Shares. Except where
the context otherwise requires, the registration statement, as amended when it
becomes effective, including all documents filed as a part thereof or
incorporated by reference therein, and including any information contained in a
prospectus subsequently filed with the Commission pursuant to Rule 424(b) under
the Act and deemed to be part of the registration statement at the time of
effectiveness pursuant to Rule 430(A) under the Act, is herein called the
"Registration Statement", and the prospectus, including all documents
3
incorporated therein by reference, in the form filed by the Company with the
Commission pursuant to Rule 424(b) under the Act or, if no such filing is
required, the form of final prospectus included in the Registration Statement
at the time it became effective, is herein called the "Prospectus." If the
Company files a registration statement to register a portion of the Shares and
relies on Rule 462(b) for such registration statement to become effective upon
filing with the Commission (the "Rule 462 Registration Statement"), then any
reference to "Registration Statement" herein shall be deemed to be to both the
registration statement referred to above (No. 333-28421) and the Rule 462
Registration Statement, as each such registration statement may be amended
pursuant to the Act.
The Company and the Underwriters agree as follows:
1. Sale and Purchase. Upon the basis of the warranties
and representations and the other terms and conditions herein set forth, the
Company agrees to sell to the respective Underwriters and each of the
Underwriters, severally and not jointly, agrees to purchase from the Company
the number of Firm Shares set forth opposite the name of such Underwriter in
Schedule A annexed hereto bears to the total number of Firm Shares to be sold
by the Company, in each case at a purchase price of $_____ per Share. You
shall release the Firm Shares for public sale promptly after this Agreement
becomes effective. You may from time to time increase or decrease the public
offering price after the initial public offering to such extent as you may
determine.
In addition, the Company hereby grants to the several
Underwriters the option to purchase, and upon the basis of the warranties and
representations and the other terms and conditions herein set forth, the
Underwriters shall have the right to purchase, severally and not jointly, from
the Company, ratably in accordance with the number of Firm Shares to be
purchased by each of them (subject to such adjustment as you shall determine to
avoid fractional shares), all or a portion of the Additional Shares as may be
necessary to cover over-allotments made in connection with the offering of the
Firm Shares, at the same purchase price per share to be paid by the
Underwriters to the Company for the Firm Shares. This option may be exercised
at any time (but not more than once) on or before the thirtieth day following
the date hereof, by written notice to the Company. Such notice shall set forth
the aggregate number of Additional Shares as to which the option is being
exercised, and the date and time when the Additional Shares are to be delivered
(such date and time being herein referred to as the additional time of
purchase); provided, however, that the additional time of purchase shall not be
earlier than the time of purchase (as defined below) nor earlier than the
second business day after the date on which the option shall have been
exercised nor later than the eighth business day after the date on which the
option shall have been exercised. The number of Additional Shares to be sold
to each Underwriter shall be the number which bears the same proportion to the
aggregate number of Additional Shares being purchased as the number of Firm
Shares set forth opposite the name of such Underwriter on Schedule A hereto
bears to the total number of Firm Shares (subject, in each case, to such
adjustment as you may determine to eliminate fractional shares).
2. Payment and Delivery. Payment of the purchase price
for the Firm Shares shall be made to the Company by wire transfer of
immediately available funds, at the office of Xxxxxx, Read & Co. Inc. in New
York City, against delivery of the certificates for the Firm Shares
-2-
4
to you for the respective accounts of the Underwriters. Such payment and
delivery shall be made at 10:00 A.M., New York City time, on ____________ ,
1997 (unless another time shall be agreed to by you and the Company or unless
postponed in accordance with the provisions of Section 8 hereof). The time at
which such payment and delivery are actually made is hereinafter sometimes
called the "time of purchase." Certificates for the Firm Shares shall be
delivered to you in definitive form in such names and in such denominations as
you shall specify on the second business day preceding the time of purchase.
For the purpose of expediting the checking of the certificates for the Firm
Shares by you, the Company agree to make such certificates available to you for
such purpose at least one full business day preceding the time of purchase.
Payment of the purchase price for the Additional Shares shall
be made at the additional time of purchase in the same manner and at the same
office as the payment for the Firm Shares. Certificates for the Additional
Shares shall be delivered to you in definitive form in such names and in such
denominations as you shall specify on the second business day preceding the
additional time of purchase. For the purpose of expediting the checking of the
certificates for the Additional Shares by you, the Company agrees to make such
certificates available to you for such purpose at least one full business day
preceding the additional time of purchase.
3. Representations and Warranties of the Company. The
Company represents and warrants to each of the Underwriters that:
(a) when the Registration Statement becomes effective,
the Registration Statement and the Prospectus will fully comply in all
material respects with the provisions of the Act, and the Registration
Statement will not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, and the
Prospectus will not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided,
however, that the Company makes no warranty or representation with
respect to any statement contained in the Registration Statement or
the Prospectus in reliance upon and in conformity with information
concerning the Underwriters and furnished in writing by or on behalf
of any Underwriter through you to the Company expressly for use in the
Registration Statement or the Prospectus; the documents incorporated
by reference in the Prospectus, at the time they were filed with the
Commission, complied in all material respects with the requirements of
the Exchange Act, and do not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;
(b) as of the date of this Agreement, the Company has
authorized capital stock as set forth under the heading entitled
"Actual" in the section of the Registration Statement and the
Prospectus entitled "Capitalization" and, as of the time of purchase
and the additional time of purchase, as the case may be, the Company
shall have authorized capital stock as set forth under the heading
entitled "As Adjusted" in the section of the Registration Statement
-3-
5
and the Prospectus entitled "Capitalization" (for purposes of this
Agreement, references to capital stock of the Company shall also refer
to the Exchangeable Shares of Veritas Energy Services Inc., unless the
context otherwise requires); all of the issued and outstanding shares
of capital stock, including Common Stock, of the Company have been
duly and validly authorized and issued and are fully paid and
non-assessable; the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Delaware, with full power and authority to own its properties and
conduct its business as described in the Registration Statement and
the Prospectus, to execute and deliver this Agreement and to issue and
sell the Shares as herein contemplated;
(c) the Company and each of its subsidiaries (the
"Subsidiaries") are duly qualified or licensed by and are in good
standing in each jurisdiction in which they conduct their respective
businesses and in which the failure, individually or in the aggregate,
to be so licensed or qualified could have a material adverse effect on
the operations, business or condition of the Company and its
Subsidiaries, taken as a whole; and the Company and each of its
Subsidiaries are in compliance in all material respects with the laws,
orders, rules, regulations and directives issued or administered by
such jurisdictions;
(d) neither the Company nor any of its Subsidiaries is in
breach of, or in default under (nor has any event occurred which with
notice, lapse of time, or both would constitute a breach of, or
default under), its respective charter or by-laws or in the
performance or observance of any obligation, agreement, covenant or
condition contained in any indenture, mortgage, deed of trust, bank
loan or credit agreement or other agreement or instrument to which the
Company or any of its Subsidiaries is a party or by which any of them
is bound, and the execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby
will not conflict with, or result in any breach of or constitute a
default under (nor constitute any event which with notice, lapse of
time, or both would constitute a breach of, or default under), any
provisions of the charter or by-laws, of the Company or any of its
Subsidiaries or under any provision of any license, indenture,
mortgage, deed of trust, bank loan or credit agreement or other
agreement or instrument to which the Company or any of its
Subsidiaries is a party or by which any of them or their respective
properties may be bound or affected, or under any federal, state,
local or foreign law, regulation or rule or any decree, judgment or
order applicable to the Company or any of its Subsidiaries;
(e) this Agreement has been duly authorized, executed and
delivered by the Company and is a legal, valid and binding agreement
of the Company enforceable in accordance with its terms, subject to
applicable laws of bankruptcy, insolvency or similar laws relating to
creditors' rights generally and to general principles of equity
(whether applied in a proceeding in law or equity);
(f) (i) the capital stock of the Company, including the
Shares, conforms in all material respects to the description thereof
contained in the Registration Statement and Prospectus and the
certificates for the Shares are in due and proper form and the holders
of
-4-
6
the Shares will not be subject to personal liability by reason of
being such holders, (ii) the Shares, when issued and delivered to and
paid for by the Underwriters, will be duly and validly authorized and
issued and will be fully paid and non-assessable and (iii) the Rights
Agreement (as defined in the Registration Statement) has been duly
authorized, executed and delivered by the Company and is a legal,
valid and binding agreement of the Company enforceable in accordance
with its terms, subject to applicable laws of bankruptcy, insolvency
or similar laws relating to creditors' rights generally and to general
principles of equity (whether applied in a proceeding in law or
equity);
(g) no approval, authorization, consent or order of or
filing with any national, state or local governmental or regulatory
commission, board, body, authority or agency is required in connection
with the issuance and sale of the Shares as contemplated hereby other
than registration of the Shares under the Act and any necessary
qualification under the securities or blue sky laws of the various
jurisdictions in which the Shares are being offered by the
Underwriters;
(h) except pursuant to the registration statement on Form
S-3 dated __________, 199__ and except for registration rights that
have been unconditionally waived or otherwise terminated, no person
has the right, contractual or otherwise, to cause the Company to issue
to it, or register pursuant to the Act, any shares of capital stock of
the Company upon the issue and sale of the Shares to the Underwriters
hereunder, nor does any person have preemptive rights, rights of first
refusal or other rights to purchase any of the Shares;
(i) Price Waterhouse, Chartered Accountants and Deloitte
& Touche LLP, whose reports on the consolidated financial statements
of the Company and its Subsidiaries are filed with the Commission as
part of the Registration Statement and Prospectus, and Price
Waterhouse LLP are independent public accountants as required by the
Act and the applicable published rules and regulations thereunder;
(j) each of the Company and its Subsidiaries has all
necessary licenses, authorizations, consents and approvals and has
made all necessary filings required under any federal, state, local or
foreign law, regulation or rule, and has obtained all necessary
authorizations, consents and approvals from other persons, in order to
conduct its respective business; neither the Company nor any of its
Subsidiaries is in violation of, or in default under, any such
license, authorization, consent or approval or any federal, state,
local or foreign law, regulation or rule or any decree, order or
judgment applicable to the Company or any of its Subsidiaries the
effect of which could have a material adverse effect on the Company
and its Subsidiaries taken as a whole;
(k) all legal or governmental proceedings, contracts or
documents of a character required to be described in the Registration
Statement or the Prospectus or to be filed as an exhibit to the
Registration Statement have been so described or filed as required;
-5-
7
(l) there are no actions, suits or proceedings pending or
threatened against the Company or any of its Subsidiaries or any of
their respective properties, at law or in equity, or before or by any
federal, state, local or foreign governmental or regulatory
commission, board, body, authority or agency which could result in a
judgment, decree or order having a material adverse effect on the
business, condition, prospects or property of the Company and its
Subsidiaries taken as a whole;
(m) the audited financial statements included in the
Registration Statement and the Prospectus present fairly the
consolidated financial position of the Company and its Subsidiaries as
of the dates indicated and the consolidated results of operations and
changes in financial position of the Company and its Subsidiaries for
the periods specified; such financial statements have been prepared in
conformity with generally accepted accounting principles applied on a
consistent basis during the periods involved;
(n) Other than as set forth in the Prospectus, the
Company and each of its Subsidiaries have obtained all material
environmental permits, licenses and other authorizations required by
federal, state, foreign and local law in order to conduct their
businesses as described in the Prospectus; the Company and each of its
Subsidiaries are conducting their businesses in substantial compliance
with such permits, licenses and authorizations and with applicable
environmental laws, except where the failure to be in compliance would
not have a material adverse effect results of operations or condition
(financial or otherwise), present or prospective, of the Company and
its Subsidiaries taken as a whole; and, except as described in the
Prospectus, the Company is not in violation of any Federal, state,
foreign or local law or regulation relating to the storage, handling,
disposal, release or transportation of hazardous or toxic materials;
(o) subsequent to the respective dates as of which
information is given in the Registration Statement and Prospectus, and
except as may be otherwise stated in the Registration Statement or
Prospectus, there has not been (A) any material and unfavorable
change, financial or otherwise, in the business, properties,
prospects, regulatory environment, results of operations or condition
(financial or otherwise), present or prospective, of the Company and
its Subsidiaries taken as a whole, (B) any transaction, which is
material to the Company and its Subsidiaries taken as a whole,
contemplated or entered into by the Company or any of its Subsidiaries
or (C) any obligation, contingent or otherwise, directly or indirectly
incurred by the Company or any of its Subsidiaries which is material
to the Company and its Subsidiaries taken as a whole;
(p) none of the assets, liabilities, revenues or expenses
of the Company's Subsidiaries other than the Significant Subsidiaries
(as hereinafter defined), when each such financial statement item is
considered separately but aggregated for all such non-Significant
Subsidiaries, is material to the assets, liabilities, revenues or
expenses, respectively, of the Company and its Subsidiaries, taken as
a whole; and
-6-
8
(q) No forward looking statement within the meaning to
Section 27A of the Act and Section 21E of the Exchange Act contained
in the Registration Statement has been made or reaffirmed without a
reasonable basis or has been disclosed other than in good faith.
4. Certain Covenants of the Company. The Company hereby
agrees:
(a) to furnish such information as may be required and
otherwise to cooperate in qualifying the Shares for offering and sale
under the securities or blue sky laws of such states as you may
designate and to maintain such qualifications in effect so long as
required for the distribution of the Shares, provided that the Company
shall not be required to qualify as a foreign corporation or to
consent to the service of process under the laws of any such state
(except services of process with respect to the offering and sale of
the Shares); and to promptly advise you of the receipt by the Company
of any notification with respect to the suspension of the
qualification of the Shares for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose;
(b) to make available to you in New York City, as soon as
practicable after the Registration Statement becomes effective, and
thereafter from time to time to furnish to the Underwriters, as many
copies of the Prospectus (or of the Prospectus as amended or
supplemented if the Company shall have made any amendments or
supplements thereto after the effective date of the Registration
Statement) as the Underwriters may request for the purposes
contemplated by the Act;
(c) to advise you promptly and (if requested by you) to
confirm such advice in writing, (i) when the Registration Statement
has become effective and when any post-effective amendment thereto
becomes effective and (ii) if Rule 430A under the Act is used, when
the Prospectus is filed with the Commission pursuant to Rule 424(b)
under the Act (which the Company agrees to file in a timely manner
under such Rules);
(d) to advise you promptly, confirming such advice in
writing, of any request by the Commission for amendments or
supplements to the Registration Statement or Prospectus or for
additional information with respect thereto, or of notice of
institution of proceedings for, or the entry of a stop order
suspending the effectiveness of the Registration Statement and, if the
Commission should enter a stop order suspending the effectiveness of
the Registration Statement, to make every reasonable effort to obtain
the lifting or removal of such order as soon as possible; to advise
you promptly of any proposal to amend or supplement the Registration
Statement or Prospectus including by filing any documents that would
be incorporated therein by reference and to file no such amendment or
supplement to which you shall object in writing;
(e) to furnish to you and, upon request, to each of the
other Underwriters for a period of five years from the date of this
Agreement (i) copies of any reports or other communications which the
Company shall send to its stockholders or shall from time to time
published or publicly disseminate, (ii) copies of all annual,
quarterly and current reports filed
-7-
9
with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar
form as may be designated by the Commission, and (iii) such other
information as you may reasonably request regarding the Company or its
Subsidiaries;
(f) to advise the Underwriters promptly of the happening
of any event known to the Company within the time during which a
prospectus relating to the Shares is required to be delivered under
the Act which, in the judgment of the Company, would require the
making of any change in the Prospectus then being used, or in the
information incorporated therein by reference, so that the Prospectus
would not include an untrue statement of material fact or omit to
state a material fact necessary to make the statements therein, in the
light of the circumstances under which they are made, not misleading,
and, during such time, to prepare and furnish, at the Company's
expense, to the Underwriters promptly such amendments or supplements
to such Prospectus as may be necessary to reflect any such change and
to furnish you a copy of such proposed amendment or supplement before
filing any such amendment or supplement with the Commission;
(g) to make generally available to its security holders,
and to deliver to you, an earnings statement of the Company (which
will satisfy the provisions of Section 11(a) of the Act) covering a
period of twelve months beginning after the effective date of the
Registration Statement but no later than ______________, 1998, as soon
as is reasonably practicable after the termination of such
twelve-month period;
(h) to furnish to you four signed copies of the
Registration Statement, as initially filed with the Commission, and of
all amendments thereto (including all exhibits thereto and documents
incorporated by reference therein) and sufficient conformed copies of
the foregoing (other than exhibits) for distribution of a copy to each
of the other Underwriters;
(i) to furnish to you as early as practicable prior to
the time of purchase and the additional time of purchase, as the case
may be, but not later than two business days prior thereto, a copy of
the latest available unaudited interim consolidated financial
statements, if any, of the Company and its Subsidiaries which have
been read by the Company's independent certified public accountants,
as stated in their letter to be furnished pursuant to Section 6(b) of
this Agreement;
(j) to apply the net proceeds from the sale of the Shares
in the manner set forth under the caption "Use of Proceeds" in the
Prospectus;
(k) to furnish to you, before filing with the Commission
subsequent to the effective date of the Registration Statement and
during the period referred to in paragraph (f) above, a copy of any
document proposed to be filed pursuant to Sections 13, 14, or 15(d) of
the Exchange Act;
(l) not to offer to sell, sell, contract to sell, grant
any option to sell or otherwise dispose of, directly or indirectly,
any shares of Common Stock or securities convertible into
-8-
10
or exchangeable for Common Stock or warrants or other rights to
purchase Common Stock or permit the registration under the Act of any
shares of Common Stock, except for (i) the registration of the Shares
and the sales to the Underwriters pursuant to this Agreement, (ii)
issuances of Common Stock upon the exercise of outstanding options and
warrants, and (iii) issuances of shares of Common Stock (including
without limitation Rights) pursuant to the Rights Plan, or issuances
of shares of capital stock upon the exercise of Rights pursuant
thereto, for a period of 90 days after the date hereof, without the
prior written consent of Xxxxxx Read & Co. Inc.;
(m) to use its best efforts to cause the Shares to be
listed on the New York Stock Exchange; and
(n) the Company will pay all expenses, fees and taxes
(other than any transfer taxes and fees and disbursements of counsel
for the Underwriters except as set forth under Section 5 hereof or
(iii) or (iv) below) in connection with (i) the preparation and filing
of the Registration Statement, each Preliminary Prospectus, the
Prospectus, and any amendments or supplements thereto, and the
printing and furnishing of copies of each thereof to the Underwriters
and to dealers (including costs of mailing and shipment), (ii) the
issuance, sale and delivery of the Shares by the Company, (iii) the
word processing and/or printing of this Agreement, any Agreement Among
Underwriters, any dealer agreements and any Statements of Information,
and the reproduction and/or printing and furnishing of copies of each
thereof to the Underwriters and to dealers (including costs of mailing
and shipment), (iv) the qualification of the Shares for offering and
sale under state laws and the determination of their eligibility for
investment under state law as aforesaid (including the legal fees and
filing fees and other disbursements of counsel to the Underwriters)
and the printing and furnishing of copies of any blue sky surveys or
legal investment surveys to the Underwriters and to dealers, (v) any
listing of the Shares on any securities exchange or qualification of
the Shares for quotation on the Nasdaq Stock Market and any
registration thereof under the Exchange Act, (vi) the filing for
review of the public offering of the Shares by the National
Association of Securities Dealers, Inc. (the "NASD"), and (vii) the
performance of the Company's other obligations hereunder.
5. Reimbursement of Underwriters' Expenses. If the
Shares are not delivered for any reason other than the termination of this
Agreement pursuant to the first two paragraphs of Section 8 hereof or the
default by one or more of the Underwriters in its or their respective
obligations hereunder, the Company shall reimburse the Underwriters for all of
their out-of-pocket expenses, including the fees and disbursements of their
counsel.
6. Conditions of Underwriters' Obligations. The several
obligations of the Underwriters hereunder are subject to the accuracy of the
representations and warranties on the part of the Company on the date hereof
and at the time of purchase (and the several obligations of the Underwriters at
the additional time of purchase are subject to the accuracy of the
representations and warranties on the part of the Company on the date hereof
and at the time of purchase (unless
-9-
11
previously waived) and at the additional time of purchase, as the case may be),
the performance by the Company of its obligations hereunder and to the
following conditions:
(a) The Company shall furnish to you at the time of
purchase and at the additional time of purchase, as the case may be,
an opinion of Xxxxxx & Xxxxxx, L.L.P., counsel for the Company,
addressed to the Underwriters, and dated the time of purchase or the
additional time of purchase, as the case may be, with reproduced
copies for each of the other Underwriters and in form satisfactory to
Xxxxxx & Xxxxxx L.L.P., counsel for the Underwriters, stating that:
(i) the Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware, with full corporate power and
authority to own its properties and conduct its business as
described in the Registration Statement and the Prospectus, to
execute and deliver this Agreement and to issue, sell and
deliver the Shares as herein contemplated;
(ii) each of the Company's significant
subsidiaries named in Schedule B ("Significant Subsidiaries")
has been duly incorporated and is validly existing as a
corporation in good standing under the laws of its respective
jurisdiction of incorporation with full corporate power and
authority to own its respective properties and to conduct its
respective business;
(iii) the Company and its Significant Subsidiaries
are duly qualified or licensed by each jurisdiction in which
they conduct their respective businesses and in which the
failure, individually or in the aggregate, to be so licensed
or qualified could have a material adverse effect on the
operations, business or condition of the Company and its
Significant Subsidiaries taken as a whole, and the Company and
its Significant Subsidiaries are duly qualified, and are in
good standing, in each jurisdiction in which they own or lease
real property or maintain an office and in which such
qualification is necessary;
(iv) the Company has full corporate power and
authority to enter into this Agreement, and this Agreement has
been duly authorized, executed and delivered by the Company;
(v) the Shares, when issued and delivered to and
paid for by the Underwriters, will be duly and validly
authorized and issued and will be fully paid and
non-assessable;
(vi) the Company has authorized capital stock as
set forth in the Registration Statement and the Prospectus;
the outstanding shares of capital stock of the Company have
been duly and validly authorized and issued, and are fully
paid, nonassessable and free of statutory and contractual
preemptive rights; the Shares when issued will be free of
statutory and contractual preemptive rights; the
-10-
12
certificates for the Shares are in due and proper form and the
holders of the Shares will not be subject to personal
liability by reason of being such holders;
(vii) the capital stock of the Company, including
the Shares, conforms in all material respects to the
description thereof contained in the Registration Statement
and Prospectus and the Rights Agreement (as defined in the
Registration Statement) has been duly authorized, executed and
delivered by the Company and is a legal, valid and binding
agreement of the Company enforceable in accordance with its
terms, subject to applicable laws of bankruptcy, insolvency or
similar laws relating to creditors' rights generally and to
general principles of equity (whether applied in a proceeding
in law or equity);
(viii) the Registration Statement and the Prospectus
(except as to the financial statements and schedules and other
financial and statistical data contained or incorporated by
reference therein, as to which such counsel need express no
opinion) comply as to form in all material respects with the
requirements of the Act;
(ix) the Registration Statement has become
effective under the Act and, to the best of such counsel's
knowledge, no stop order proceedings with respect thereto are
pending or threatened under the Act;
(x) no approval, authorization, consent or order
of or filing with any national, state or local governmental or
regulatory commission, board, body, authority or agency is
required in connection with the issuance and sale of the
Shares as contemplated hereby other than registration of the
Shares under the Act (except such counsel need express no
opinion as to any necessary qualification under the state
securities or blue sky laws of the various jurisdictions in
which the Shares are being offered by the Underwriters);
(xi) the execution, delivery and performance of
this Agreement by the Company and the consummation by the
Company of the transactions contemplated hereby do not and
will not conflict with, or result in any breach of, or
constitute a default under (nor constitute any event which
with notice, lapse of time, or both, would constitute a breach
of or default under), or result in the creation of any lien,
charge or encumbrance on any property, or assets of the
Company or any of its Subsidiaries pursuant to, any provisions
of the charter or by-laws of the Company or any of its
Subsidiaries or under any provision of any license, indenture,
mortgage, deed of trust, bank loan, credit agreement or other
agreement or instrument to which the Company or any of its
Subsidiaries, to such counsel's knowledge, is a party or by
which, to such counsel's knowledge, any of them or their
respective properties may be bound or affected, or under any
law, regulation or rule of the United States or any
jurisdiction located within the United States, or, to such
counsel's knowledge, under any law, regulation or rule of any
jurisdiction not located within the United States,
-11-
13
or any decree, judgment or order applicable to the Company or
any of its Subsidiaries;
(xii) to the best of such counsel's knowledge,
neither the Company nor any of its Subsidiaries is in breach
of, or in default under (nor has any event occurred which with
notice, lapse of time, or both would constitute a breach of,
or default under), any license, indenture, mortgage, deed of
trust, bank loan or any other agreement or instrument to which
the Company or any of its Subsidiaries is a party or by which
any of them or their respective properties may be bound or
affected or under any law, regulation or rule or any decree,
judgment or order applicable to the Company or any of its
Subsidiaries;
(xiii) to the best of such counsel's knowledge,
there are no contracts, licenses, agreements, leases or
documents of a character which are required to be filed as
exhibits to the Registration Statement or to be summarized or
described in the Prospectus which have not been so filed,
summarized or described;
(xiv) to the best of such counsel's knowledge,
there are no actions, suits or proceedings pending or
threatened against the Company or any of its Subsidiaries or
any of their respective properties, at law or in equity or
before or by any commission, board, body, authority or agency
which are required to be described in the Prospectus but are
not so described;
(xv) the documents incorporated by reference in
the Registration Statement and Prospectus, when they were
filed (or, if an amendment with respect to any such document
was filed when such amendment was filed), complied as to form
in all material respects with the Exchange Act (except as to
the financial statements and schedules and other financial and
statistical data contained or incorporated by reference
therein as to which such counsel need express no opinion); and
(xvi) such counsel have participated in conferences
with officers and other representatives of the Company,
representatives of the independent public accountants of the
Company and representatives of the Underwriters at which the
contents of the Registration Statement and Prospectus were
discussed and, although such counsel is not passing upon and
does not assume responsibility for the accuracy, completeness
or fairness of the statements contained in the Registration
Statement or Prospectus (except as and to the extent stated in
subparagraphs (vi) and (vii) above), on the basis of the
foregoing (relying as to materiality to a large extent upon
the opinions of officers and other representatives of the
Company) nothing has come to the attention of such counsel
that causes them to believe that the Registration Statement or
any amendment thereto at the time such Registration Statement
or amendment became effective contained an untrue statement of
a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements
therein not misleading, or that the Prospectus or any
supplement thereto
-12-
14
at the date of such Prospectus or such supplement, and at all
times up to and including the time of purchase or additional
time of purchase, as the case may be, contained an untrue
statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which
they were made, not misleading (it being understood that such
counsel need express no opinion with respect to the financial
statements and schedules and other financial and statistical
data included in the Registration Statement or Prospectus).
(b) You shall have received from Price Waterhouse,
Chartered Accountants, Price Waterhouse LLP and Deloitte & Touche LLP,
letters dated, respectively, the date of this Agreement and the time
of purchase and additional time of purchase, as the case may be, and
addressed to the Underwriters (with reproduced copies for each of the
Underwriters) in the forms heretofore approved by the Managing
Underwriters.
(c) You shall have received at the time of purchase and
at the additional time of purchase, as the case may be, the favorable
opinion of Xxxxxx & Xxxxxx L.L.P., counsel for the Underwriters, dated
the time of purchase or the additional time of purchase, as the case
may be, as to the matters referred to in subparagraphs (iv), (v),
(vii), (viii) and (ix) of paragraph (a) of this Section 6.
In addition, such counsel shall state that such counsel have
participated in conferences with officers and other representatives of
the Company, counsel for the Company, representatives of the
independent public accountants of the Company and representatives of
the Underwriters at which the contents of the Registration Statement
and Prospectus and related matters were discussed and, although such
counsel is not passing upon and does not assume any responsibility for
the accuracy, completeness or fairness of the statements contained in
the Registration Statement and Prospectus (except as to matters
referred to under subparagraph (vii) of paragraph (a) of this Section
6), on the basis of the foregoing (relying as to materiality to a
large extent upon the opinions of officers and other representatives
of the Company), no facts have come to the attention of such counsel
which lead them to believe that the Registration Statement or any
amendment thereto at the time such Registration Statement or amendment
became effective contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or that the
Prospectus as of its date or any supplement thereto as of its date
contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they
were made, not misleading (it being understood that such counsel need
express no comment with respect to the financial statements and
schedules and other financial and statistical data included in the
Registration Statement or Prospectus).
-13-
15
(d) No amendment or supplement to the Registration
Statement or Prospectus, including documents deemed to be incorporated
by reference therein, shall be filed prior to the time the
Registration Statement becomes effective to which you object in
writing.
(e) The Registration Statement shall become effective, or
if Rule 430A under the Act is used, the Prospectus shall have been
filed with the Commission pursuant to Rule 424(b) under the Act, at or
before 5:00 P.M., New York City time, on the date of this Agreement,
unless a later time (but not later than 5:00 P.M., New York City time,
on the second full business day after the date of this Agreement)
shall be agreed to by the Company and you in writing or by telephone,
confirmed in writing; provided, however, that the Company and you and
any group of Underwriters, including you, who have agreed hereunder to
purchase in the aggregate at least 50% of the Firm Shares may from
time to time agree on a later date.
(f) Prior to the time of purchase or the additional time
of purchase, as the case may be, (i) no stop order with respect to the
effectiveness of the Registration Statement shall have been issued
under the Act or proceedings initiated under Section 8(d) or 8(e) of
the Act; (ii) the Registration Statement and all amendments thereto,
or modifications thereof, if any, shall not contain an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading; and (iii) the Prospectus and all amendments or supplements
thereto, or modifications thereof, if any, shall not contain an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they are made, not
misleading.
(g) Between the time of execution of this Agreement and
the time of purchase or the additional time of purchase, as the case
may be, (i) no material and unfavorable change, financial or otherwise
(other than as referred to in the Registration Statement and
Prospectus), in the business, condition or prospects of the Company
and its Subsidiaries taken as a whole shall occur or become known and
(ii) no transaction which is material and unfavorable to the Company
shall have been entered into by the Company or any of its
Subsidiaries.
(h) The Company will, at the time of purchase or
additional time of purchase, as the case may be, deliver to you a
certificate of two of its executive officers to the effect that the
representations and warranties of the Company as set forth in this
Agreement are true an correct as of such date and the conditions set
forth in paragraph (f) and paragraph (g) have been met as of such
date.
(i) You shall have received signed letters, dated the
date of this Agreement, from and each of the directors and officers of
the Company listed on Schedule C to the effect that such persons shall
not offer to sell, sell, contract to sell, grant any option to sell or
otherwise dispose of, directly or indirectly, any shares of Common
Stock of the Company or securities convertible into or exchangeable
for Common Stock or warrants or other rights to purchase
-14-
16
Common Stock for a period of 90 days after the date of the Prospectus
without the prior written consent of Xxxxxx Read & Co. Inc.
(j) The Company shall have furnished to you such other
documents and certificates as to the accuracy and completeness of any
statement in the Registration Statement and the Prospectus as of the
time of purchase and the additional time of purchase, as the case may
be, as you may reasonably request.
(k) The Company shall perform such of its obligations
under this Agreement as are to be performed by the terms hereof at or
before the time of purchase and at or before the additional time of
purchase, as the case may be.
(l) The Shares shall have been approved for listing on
the Exchange, subject only to notice of issuance at or prior to the
time of purchase.
(m) Between the time for the execution of this Agreement
and the time of purchase or the additional time of purchase, as the
case may be, there shall not have occurred any downgrading, nor shall
any notice have been given of (i) any intended or potential
downgrading or (ii) any review or possible change that does not
indicate an improvement, the the rating accorded any securities of or
guaranteed by the Company by any "nationally recognized statistical
rating organization," as that term is defined in Rule 436(g)(2)
promulgated under the Act.
7. Effective Date of Agreement; Termination: This
Agreement shall become effective (i) if Rule 430A under the Act is not used,
when you shall have received notification of the effectiveness of the
Registration Statement, or (ii) if Rule 430A under the Act is used, when the
parties hereto have executed and delivered this Agreement.
The obligations of the several Underwriters hereunder shall be
subject to termination in the absolute discretion of you or any group of
Underwriters (which may include you) which has agreed to purchase in the
aggregate at least 50% of the Firm Shares, if, at any time prior to the time of
purchase or, with respect to the purchase of any Additional Shares, the
additional time of purchase, as the case may be, trading in securities on the
New York Stock Exchange, or American Stock Exchange or Toronto Stock Exchange
shall have been suspended or minimum prices shall have been established on the
New York Stock Exchange, or American Stock Exchange or Toronto Stock Exchange,
or if a banking moratorium shall have been declared either by the United States
or New York State authorities, or if the United States shall have declared war
in accordance with its constitutional processes or there shall have occurred
any material outbreak or escalation of hostilities or other national or
international calamity or crisis of such magnitude in its effect on the
financial markets of the United States as, in your judgment or in the judgment
of such group of Underwriters, to make it impracticable to market the Shares.
-15-
17
If you or any group of Underwriters elects to terminate this
agreement as provided in this Section 7, the Company and each other
Underwriter shall be notified promptly by letter or telegram.
If the sale to the Underwriters of the Shares, as contemplated
by this Agreement, is not carried out by the Underwriters for any reason
permitted under this Agreement or if such sale is not carried out because the
Company shall be unable to comply with any of the terms of this Agreement, the
Company shall not be under any obligation or liability under this Agreement
(except to the extent provided in Sections 4(n), 5 and 9 hereof), and the
Underwriters shall be under no obligation or liability to the Company under
this Agreement (except to the extent provided in Section 9 hereof) or to one
another hereunder.
8. Increase in Underwriters' Commitments: If any
Underwriter shall default in its obligation to take up and pay for the Firm
Shares to be purchased by it hereunder and if the number of Firm Shares which
all Underwriters so defaulting shall have agreed but failed to take up and pay
for does not exceed 10% of the total number of Firm Shares, the non-defaulting
Underwriters shall take up and pay for (in addition to the aggregate principal
amount of Firm Shares they are obligated to purchase pursuant to Section 1
hereof) the number of Firm Shares agreed to be purchased by all such defaulting
Underwriters, as hereinafter provided. Such Shares shall be taken up and paid
for by such non-defaulting Underwriter or Underwriters in such amount or
amounts as you may designate with the consent of each Underwriter so designated
or, in the event no such designation is made, such Shares shall be taken up and
paid for by all non-defaulting Underwriters pro rata in proportion to the
aggregate number of Firm Shares set opposite the names of such non-defaulting
Underwriters in Schedule A.
Without relieving any defaulting Underwriter from its
obligations hereunder, the Company agrees with the non-defaulting Underwriters
that they will not sell any Firm Shares hereunder unless all of the Firm Shares
are purchased by the Underwriters (or by substituted Underwriters selected by
you with the approval of the Company or selected by the Company with your
approval).
If a new Underwriter or Underwriters are substituted by the
Underwriters or by the Company for a defaulting Underwriter or Underwriters in
accordance with the foregoing provision, the Company or you shall have the
right to postpone the time of purchase for a period not exceeding five business
days in order that any necessary changes in the Registration Statement and
Prospectus and other documents may be effected.
The term Underwriter as used in this agreement shall refer to
and include any Underwriter substituted under this Section 8 with like effect
as if such substituted Underwriter had originally been named in Schedule A.
9. Indemnity by the Company and the Underwriters.
-16-
18
(a) The Company agrees to indemnify, defend and hold
harmless each Underwriter and any person who controls any Underwriter
within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, each of your agents, employees, officers and directors
and the agents, employees, officers and directors of such controlling
person (collectively, the "Underwriters indemnified parties") from and
against any loss, expense, liability or claim (including the
reasonable cost of investigation) which, jointly or severally, any
such Underwriter or any such controlling person may incur under the
Act, the Exchange Act or otherwise insofar as such loss, expense,
liability or claim arises out of or is based upon any untrue statement
or alleged untrue statement of a material fact contained in the
Registration Statement (or in the Registration Statement as amended by
any post-effective amendment thereof by the Company) or in a
Prospectus (the term "Prospectus" for the purpose of this Section 9
being deemed to include any Preliminary Prospectus, the Prospectus and
the Prospectus as amended or supplemented by the Company), or arises
out of or is based upon any omission or alleged omission to state a
material fact required to be stated in either such Registration
Statement or Prospectus or necessary to make the statements made
therein not misleading, except insofar as any such loss, expense,
liability or claim arises out of or is based upon any untrue statement
or alleged untrue statement of a material fact contained in and in
conformity with information furnished in writing by any Underwriter
through you to the Company expressly for use with reference to such
Underwriter in such Registration Statement or such Prospectus or
arises out of or is based upon any omission or alleged omission to
state a material fact in connection with such information required to
be stated in either such Registration Statement or Prospectus or
necessary to make such information not misleading.
If any action is brought against an Underwriter
indemnified party in respect of which indemnity may be sought against
the Company pursuant to the foregoing paragraph, such Underwriter
indemnified party shall promptly notify the Company in writing of the
institution of such action and the Company shall assume the defense of
such action, including the employment of counsel and payment of
expenses. Such Underwriter indemnified party shall have the right to
employ its or their own counsel in any such case, but the fees and
expenses of such counsel shall be at the expense of such Underwriter
indemnified party unless the employment of such counsel shall have
been authorized in writing by the Company in connection with the
defense of such action or the Company shall not have employed counsel
to have charge of the defense of such action or such indemnified party
or parties shall have reasonably concluded that there may be defenses
available to it or them which are different from or additional to
those available to the Company (in which case the Company shall not
have the right to direct the defense of such action on behalf of the
indemnified party or parties), in any of which events such fees and
expenses shall be borne by the Company and paid as incurred (it being
understood, however, that the Company shall not be liable for the
expenses of more than one separate counsel in any one action or series
of related actions in the same jurisdiction representing the
indemnified parties who are parties to such action). Anything in this
paragraph to the contrary notwithstanding, the Company shall not be
liable for any settlement of any such claim or action effected without
its written consent.
-17-
19
(b) Each Underwriter severally agrees to indemnify,
defend and hold harmless the Company, its directors and officers, and
any person who controls the Company within the meaning of Section 15
of the Act or Section 20 of the Exchange Act from and against any
loss, expense, liability or claim (including the reasonable cost of
investigation) which, jointly or severally, the Company or any such
person may incur under the Act or otherwise, insofar as such loss,
expense, liability or claim arises out of or is based upon any untrue
statement or alleged untrue statement of a material fact contained in
and in conformity with information furnished in writing by or on
behalf of such Underwriter through you to the Company expressly for
use with reference to such Underwriter in the Registration Statement
(or in the Registration Statement as amended by any post-effective
amendment thereof by the Company) or in a Prospectus, or arises out of
or is based upon any omission or alleged omission to state a material
fact in connection with such information required to be stated either
in such Registration Statement or Prospectus or necessary to make such
information not misleading.
If any action is brought against the Company or any
such person in respect of which indemnity may be sought against any
Underwriter pursuant to the foregoing paragraph, the Company or such
person shall promptly notify such Underwriter in writing of the
institution of such action and such Underwriter shall assume the
defense of such action, including the employment of counsel and
payment of expenses. The Company or such person shall have the right
to employ its own counsel in any such case, but the fees and expenses
of such counsel shall be at the expense of the Company or such person
unless the employment of such counsel shall have been authorized in
writing by such Underwriter in connection with the defense of such
action or such Underwriter shall not have employed counsel to have
charge of the defense of such action or such indemnified party or
parties shall have reasonably concluded that there may be defenses
available to it or them which are different from or additional to
those available to such Underwriter (in which case such Underwriter
shall not have the right to direct the defense of such action on
behalf of the indemnified party or parties), in any of which events
such fees and expenses shall be borne by such Underwriter and paid as
incurred (it being understood, however, that such Underwriter shall
not be liable for the expenses of more than one separate counsel in
any one action or series of related actions in the same jurisdiction
representing the indemnified parties who are parties to such action).
Anything in this paragraph to the contrary notwithstanding, no
Underwriter shall be liable for any settlement of any such claim or
action effected without the written consent of such Underwriter.
(c) If the indemnification provided for in this Section 9
is unavailable to an indemnified party under subsections (a) and (b)
of this Section 9 in respect of any losses, expenses, liabilities or
claims referred to therein, then each applicable indemnifying party,
in lieu of indemnifying such indemnified party, shall contribute to
the amount paid or payable by such indemnified party as a result of
such losses, expenses, liabilities or claims (i) in such proportion as
is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other hand from
the offering of the Shares or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law,
-18-
20
in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault
of the Company on the one hand and of the Underwriters on the other
in connection with the statements or omissions which resulted in such
losses, expenses, liabilities or claims, as well as any other relevant
equitable considerations. The relative benefits received by the
Company on the one hand and the Underwriters on the other shall be
deemed to be in the same proportion as the total proceeds from the
offering (net of underwriting discounts and commissions but before
deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by the Underwriters.
The relative fault of the Company on the one hand and of the
Underwriters on the other shall be determined by reference to, among
other things, whether the untrue statement or alleged untrue statement
of a material fact or omission or alleged omission relates to
information supplied by the Company or by the Underwriters and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The
amount paid or payable by a party as a result of the losses, expenses,
liabilities and claims referred to above shall be deemed to include
any legal or other fees or expenses reasonably incurred by such party
in connection with investigating or defending any claim or action.
(d) The Company and the Underwriters agree that it would
not be just and equitable if contribution pursuant to this Section 9
were determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of
allocation that does not take account of the equitable considerations
referred to in subsection (c) above. Notwithstanding the provisions
of this Section 9, no Underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the
Shares underwritten by such Underwriter and distributed to the public
were offered to the public exceeds the amount of any damages which
such Underwriter has otherwise been required to pay by reason of such
untrue statements or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriter's obligations to contribute
pursuant to this Section 9 are several in proportion to their
respective underwriting commitments and not joint.
(e) The indemnity and contribution agreements contained
in this Section 9 and the covenants, warranties and representations of
the Company contained in this Agreement shall remain in full force
and effect regardless of any investigation made by or on behalf of any
Underwriter, or any person who controls any Underwriter within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act, or
by or on behalf of the Company, its directors and officers, or any
person who controls the Company within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act, and shall survive any
termination of this Agreement or the issuance and delivery of the
Shares. The Company and each Underwriter agree promptly to notify the
others of the commencement of any litigation or proceeding against it
and, in the case of the Company, against any of the Company's officers
-19-
21
and directors in connection with the issuance and sale of the Shares,
or in connection with the Registration Statement or Prospectus.
10. Notices. Except as otherwise herein provided, all
statements, requests, notices and agreements shall be in writing or by telegram
and, if to the Underwriters, shall be sufficient in all respects if delivered
or sent to Xxxxxx, Read & Co. Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, X.X. 00000,
Attention: Syndicate Department, and, if to the Company, shall be sufficient
in all respects if delivered or sent to the Company at the offices of the
Company at 0000 Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000, Attention: Chief Financial
Officer.
11. Construction. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York. The
Section headings in this Agreement have been inserted as a matter of
convenience of reference and are not a part of this Agreement.
12. Parties at Interest. The Agreement herein set forth
has been and is made solely for the benefit of the Underwriters, the Company
and the controlling persons, directors, officers and Underwriters indemnified
parties referred to in Section 9 hereof, and their respective successors,
assigns, executors and administrators. No other person, partnership,
association or corporation (including a purchaser, as such purchaser, from any
of the Underwriters) shall acquire or have any right under or by virtue of this
Agreement.
13. Counterparts. This agreement may be signed by the
parties in counterparts which together shall constitute one and the same
agreement among the parties.
If the foregoing correctly sets forth the understanding among the
Company and the Underwriters, please so indicate in the space provided below
for the purpose, whereupon this letter and your acceptance shall constitute a
binding agreement among the Company and the Underwriters, severally.
Very truly yours,
VERITAS DGC INC.
By
------------------------------------
Title:
Accepted and agreed to as of the date
first above written, on behalf of themselves
and the other several Underwriters named
in Schedule A.
-20-
22
XXXXXX, READ & CO. INC.
PAINEWEBBER INCORPORATED
XXXXXXX XXXXX & ASSOCIATES, INC.
By: XXXXXX, READ & CO. INC.
By: ----------------------------
Title:
-21-
23
SCHEDULE A
Number of
Underwriter Firm Shares
----------- -----------
XXXXXX, READ & CO. INC.
PAINEWEBBER INCORPORATED
XXXXXXX XXXXX & ASSOCIATES, INC. ---------
Total 3,000,000
=========
24
SCHEDULE B
SIGNIFICANT SUBSIDIARIES
25
SCHEDULE C
CERTAIN EXECUTIVE OFFICERS AND DIRECTORS
Xxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxxxx
Xxxxxxx Xxxxxxx
Xxxx X.X. XxxxxxXxxxx
Xxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxxx
