EXHIBIT 99.2
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of
February 19, 2002, by and among divine, inc., a Delaware corporation (the
"Corporation"), and those individuals listed on EXHIBIT A attached hereto
(collectively, the "Holders" and each individually, a "Holder").
RECITALS
A. The Corporation, divine NetUnlimited, Inc., a North Carolina
corporation ("MergerSub"), and NetUnlmited, Inc., a North Carolina corporation
("NetUnlimited"), have entered into that certain Agreement and Plan of Merger,
dated as of February 5, 2002 (the "Merger Agreement"), pursuant to which
MergerSub will be merged with and into NetUnlimited and the Holders shall
receive at the Effective Time (as defined in the Merger Agreement) up to 365,020
shares of Class A Common Stock of the Corporation (the "Shares") in the
aggregate as consideration thereunder, with such Shares being issued to, and
allocated among, the Holders as set forth opposite each such Holder's name in
the appropriate column on EXHIBIT A hereto.
B. It is a condition precedent to the Merger Agreement that the
Corporation and the Holders enter into this Agreement;
C. The Corporation and the Holders desire to enter into this Agreement.
AGREEMENTS
In consideration of the premises and the mutual covenants herein contained
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:
1. DEFINITIONS. As used in this Agreement:
"Class A Common Stock" means the Class A Common Stock, $0.001 par value per
share of the Corporation.
"Closing" has the meaning set forth in the Merger Agreement.
"Commission" means the United States Securities and Exchange Commission or
any successor thereto.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, or
any successor federal statute and the rules and regulations promulgated
thereunder, as the same shall be in effect from time to time.
"Person" means an individual, corporation, partnership, limited liability
company, limited partnership, syndicate, person (including, without limitation,
a "Person" as defined in Section 13(d)(3) of the Exchange Act), trust,
association or entity or government, political subdivision, agency or
instrumentality of a government.
"Public Offering" means any offering by the Corporation of its equity
securities to the public pursuant to an effective registration statement under
the Securities Act.
"Registrable Shares" means at any time (i) any Shares then outstanding;
(ii) any shares of Class A Common Stock then outstanding which were issued as,
or were issued directly or indirectly upon the conversion or exercise of other
securities issued as, a dividend or other distribution with respect or in
replacement of any Shares; and (iii) any shares of Class A Common Stock then
issuable directly or indirectly upon the conversion or exercise of other
securities which were issued as a dividend or other distribution with respect to
or in replacement of any shares referred to in (i) or (ii); provided, however,
that Registrable Shares shall not include any shares (a) which have been
disposed of pursuant to an effective registration statement under the Securities
Act, (b) sold or otherwise transferred in a transaction in which the rights
under the provisions of this Agreement have not been assigned, or (c) which have
been sold under Rule 144. For purposes of this Agreement, a Person will be
deemed to be a holder of Registrable Shares whenever such Person has the
then-existing right to acquire such Registrable Shares (by conversion or
otherwise), whether or not such acquisition actually has been effected.
"Rule 144" means Rule 144 (including Rule 144(k)) of the Commission under
the Securities Act or any successor provision then in force under the Securities
Act.
"Securities Act" means the Securities Act of 1933, as amended, or any
successor federal statute and the rules and regulations promulgated thereunder,
as the same shall be in effect from time to time.
2. MANDATORY REGISTRATION.
(a) Within thirty (30) days after the Closing, the Corporation shall file
with the Commission, a registration statement on Form S-3, which shall register,
either by themselves or together with other shares of Class A Common Stock, the
Registrable Shares for resale. The Corporation, with the assistance of the
Holders as reasonably requested by the Corporation, shall promptly respond to
any Commission comments on such registration statement and shall otherwise use
commercially reasonable efforts to cause such registration statement to be
declared effective as soon as practicable.
(b) The Corporation shall comply with all applicable provisions of and
rules under the Securities Act and state securities laws in the preparation and
filing of such registration statement. Without limiting the foregoing, the
Corporation shall ensure that such registration statement does not, as of its
effective date, 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 (provided that the Corporation shall not be
responsible for the accuracy or completeness of any information relating to any
of the Holders or furnished by any of the Holders in writing for inclusion in
such registration statement).
3. REGISTRATION PROCEDURES. The Corporation will use commercially
reasonable efforts to effect the registration of the Registrable Shares and,
pursuant thereto, the Corporation will as expeditiously as reasonably possible:
2
(a) prepare and file with the Commission a registration statement with
respect to such Registrable Shares and use commercially reasonable efforts
to cause such registration statement to become and remain effective for a
period of two (2) years;
(b) the Corporation shall include a "Plan of Distribution" section in the
prospectus contained in such registration statement and indicate therein
that selling stockholders may offer the Registrable Shares from time to
time in open market transactions (which may include block transactions) or
otherwise in the over-the-counter market through the Nasdaq National
Market, in private transactions or in any other manner of distribution
reasonably requested by the selling stockholders and permitted by law and
that the selling stockholders may effect such transactions by selling the
shares to or through broker-dealers or in underwritten offerings or as
otherwise reasonably requested by the selling stockholders and permitted by
law.
(c) prepare and file with the Commission such amendments and supplements
to such registration statement and the prospectus(es) used in connection
therewith as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all Registrable Shares
covered by such registration statement;
(d) furnish to each of the Holders, without charge, such number of copies
of such registration statement, each amendment and supplement thereto, the
prospectus(es) included in such registration statement (including each
preliminary prospectus) and such other documents any Holder may reasonably
request in order to facilitate the disposition of the Registrable Shares
owned by such Holder;
(e) notify each of the Holders, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, of the
happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, contains an untrue statement of
a material fact or omits any fact necessary to make the statements therein
not misleading in light of the circumstances under which they were made,
and the Corporation will promptly prepare and file with the Commission a
supplement or amendment to such prospectus so that, as thereafter delivered
to the purchasers of such Registrable Shares, such prospectus will not
contain any untrue statement of a material fact or omit to state any fact
necessary to make the statements therein not misleading in light of the
circumstances under which they were made (and the Holders shall suspend the
use of the prospectus until the requisite changes thereto have been made);
(f) use commercially reasonable efforts to cause all such Registrable
Shares to be listed on each securities exchange or market on which the
Common Stock is then listed;
(g) use commercially reasonable efforts to cause such Registrable Shares
to be registered with or approved by such other governmental agencies or
authorities as may be necessary to consummate the disposition of such
Registrable Shares;
(h) provide a transfer agent and registrar for all such Registrable Shares
not later than
3
the effective date of such registration statement;
(i) enter into such customary agreements (and take such other actions as
are reasonably required) in order to expedite or facilitate the disposition
of such Registrable Shares;
(j) advise each of the Holders, promptly after it shall receive notice or
obtain knowledge thereof, of the issuance of any stop order by the
Commission suspending the effectiveness of such registration statement or
the initiation or threatening of any proceeding for such purpose and
promptly use all reasonable efforts to prevent the issuance of any stop
order or to obtain its withdrawal if any such stop order shall be issued
(and, if such stop order shall be issued, the Holders shall suspend the use
of the prospectus until it shall be withdrawn); and
(k) provide counsel selected (and except as set forth in this Agreement,
paid for) by Holders of a majority of the Registrable Shares with an
adequate and reasonable opportunity to (i) review and comment upon the
preparation of such registration statement and (ii) review in advance
copies of all documents proposed to be filed with the Commission therewith;
and
(l) notwithstanding any provision of this Section 3 to the contrary, the
Corporation may delay amending or supplementing a prospectus if (i) such
amendment or supplement would require the Corporation to disclose a
material financing, acquisition or other transaction then being pursued by
the Corporation and the Corporation shall determine in good faith that such
disclosure is not in the best interests of the Corporation or would
materially interfere with such transaction or (ii) the Corporation shall
determine in good faith that there is a valid business purpose or reason
for suspending the use of such prospectus in accordance with Section 3(e)
hereof instead of making such amendment or supplement; provided that, in
either case, the suspension of the use of such prospectus shall be for a
reasonable period not to exceed sixty (60) days in any one (1) year period.
4. HOLDERS' REPRESENTATIONS AND WARRANTIES.
(a) Each Holder severally but not jointly represents and warrants with
respect to himself that he: (i) confirms that, to each such Holder's
knowledge, the Shares were not offered to him by any means of general
solicitation or general advertising; (ii) is acquiring the Shares for his own
account, for investment purposes only, and not with a view towards the sale
or other distribution thereof, in whole or in part, prior to the registration
thereof pursuant to the terms and conditions of this Agreement; (iii)
understands that the Shares have not been registered under the securities
laws of any state or under the Securities Act and are offered in reliance on
exemptions therefrom, that the Shares have not been approved or disapproved
by the SEC or by any other federal or state agency; (iv) understands that,
prior to the registration thereof pursuant to the terms and conditions of
this Agreement: (A) there are restrictions on the transferability of the
Shares; (B) owners of the Shares have only such rights to require the Shares
be registered under the Securities Act as provided in this Agreement; and (C)
it may not be possible for him to sell the Shares and accordingly, he may
have to hold the Shares, and bear the economic risk of this investment for an
extended period of time; and (v) is a resident of the state indicated
alongside
4
his name on EXHIBIT A to the Agreement.
(b) Each Holder agrees that the certificates for the Shares received shall
bear the following legend:
The Shares represented by this certificate have not been
registered under the Securities Act of 1933 or with any
state securities commission, and may not be transferred or
disposed of by the holder in the absence of a registration
statement which is effective under the Securities Act of
1933, as amended, and applicable state laws and rules, or
unless, immediately prior to the time set for transfer, such
transfer can be effected without violation of the Securities
Act of 1933, as amended, and other applicable state laws and
rules.
In addition, each Holder acknowledges and agrees that the Corporation may place
stop transfer orders with its transfer agents with respect to such certificates.
The appropriate portions of the legend will be removed from the certificates for
the Shares of any applicable Holder promptly upon delivery to the Corporation of
such satisfactory evidence as may be reasonably required by the Corporation that
such legend is not required to ensure compliance with the Securities Act and, in
any event, promptly following the effectiveness of the registration statement
filed with respect to the Registrable Shares.
5. HOLDERS' COVENANTS.
(a) Each of the Holders shall furnish to the Corporation in writing such
information relating to it as the Corporation may reasonably request in writing
in connection with the preparation of such registration statement, and each
Holder agrees to notify the Corporation as promptly as reasonably practicable of
any inaccuracy or change in information it has previously furnished to the
Corporation or of the happening of any event, in either case as a result of
which any prospectus relating to such registration contains an untrue statement
of a material fact regarding any Holder or the distribution of such Registrable
Shares or omits to state any material fact regarding any Holder or the
distribution of such Registrable Shares required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing, and to promptly furnish to the Corporation any
additional information required to correct and update any previously furnished
information or required such that such prospectus shall not contain, with
respect to any Holder or the distribution of such Registrable Shares, 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 in
light of the circumstances then existing.
(b) Each of the Holders agrees that, upon receipt of any notice from the
Corporation of the happening of any event of the kind described in Section 3(e),
(j) or (l) hereof, each of the Holders will forthwith discontinue disposition of
such Registrable Shares covered by such registration statement or prospectus
until each of the Holders' receipt of the copies of the supplemental or amended
prospectus relating to such registration statement or prospectus, or until each
Holder is advised in writing by the Corporation that the use of the applicable
prospectus may be resumed, and has received copies of any additional or
supplemental filings
5
which are incorporated by reference in such prospectus, and, if so directed by
the Corporation, each Holder will deliver to the Corporation all copies, other
than permanent file copies then in the Holders' possession, of the prospectus
covering the Registrable Shares current at the time of receipt of such notice
provided, that in any case, the suspension of the use of such prospectus shall
be for a reasonable period not to exceed sixty (60) days in any one year period.
Notwithstanding the foregoing, the Holders may from time to time dispose of the
Registrable Shares without using or delivering such prospectus in connection
therewith under Rule 144 or any other exemption from the requirement of the use
and delivery of a prospectus to potential buyers of securities in connection
with such disposition.
6. REGISTRATION EXPENSES.
6.1. CORPORATION'S EXPENSES. All expenses incident to the Corporation's
performance of or compliance with this Agreement, including without limitation
all registration and filing fees, fees and expenses of compliance with
securities, listing fees, printing expenses, messenger and delivery expenses,
and fees and disbursements of counsel for the Corporation and all independent
certified public accountants and other Persons retained by the Corporation (all
such expenses being herein called "Registration Expenses") shall be borne by the
Corporation. In addition, the Corporation shall pay the reasonable fees and
expenses of Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, as counsel for the Holders
with respect to the review and comment on the registration statement, which fees
shall not exceed $50,000 in the aggregate.
6.2. HOLDER'S EXPENSES. Notwithstanding anything to the contrary contained
herein, each Holder shall bear and pay all transfer taxes applicable to the
Registrable Shares sold for each such Holder's account and all fees and
disbursements of counsel such Holder retains in connection with the registration
of Registrable Shares.
7. INDEMNIFICATION.
7.1. BY THE CORPORATION. The Corporation agrees to indemnify, to the
fullest extent permitted by law, the Holders and any other holder of Registrable
Shares participating in the registration, and each of their managers, officers
and directors and each Person who controls such holders (within the meaning of
the Securities Act) against all losses, claims, damages, liabilities and
expenses (including without limitation, attorneys' fees) ("Liabilities") caused
by any untrue or alleged untrue statement of material fact contained in any
registration statement, prospectus or preliminary prospectus, or any amendment
thereof or supplement thereto, or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as the same are caused by or contained in any
information furnished in writing to the Corporation by such holder expressly for
use therein or by such holder's failure to deliver a copy of the registration
statement or prospectus or any amendments or supplements thereto after the
Corporation has furnished such holder with a sufficient number of copies of the
same. The payments required by this Section 7.1 will be made periodically during
the course of the investigation or defense, as and when bills are received or
expenses incurred.
7.2. BY THE HOLDERS. In connection with any registration statement in which
any of the Holders or another holder of Registrable Shares is participating,
each such holder shall furnish to
6
the Corporation in writing such information and affidavits as the Corporation
reasonably requests relating to information about the holder for use in
connection with any such registration statement or prospectus and, to the
fullest extent permitted by law, shall indemnify the Corporation, its directors
and officers and each Person who controls the Corporation (within the meaning of
the Securities Act) against any Liabilities resulting from any untrue or alleged
untrue statement of material fact contained in the registration statement,
prospectus or preliminary prospectus, or any amendment thereof or supplement
thereto, or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading, but
only to the extent that such untrue statement or omission related to such holder
and is contained in any information or affidavit so furnished in writing by such
holder specifically for use in such registration statement; provided that the
obligation to indemnify will be several, not joint and several, among such
holders of Registrable Shares, and the liability of each such holder of
Registrable Shares under this Section 7 (including under Section 7.4 below)
shall be limited to the net amount received by such holder from the sale of
Registrable Shares pursuant to such registration statement.
7.3. PROCEDURE. Any Person entitled to indemnification hereunder shall (i)
give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification, provided any such failure shall not relieve
the indemnifying party of liability hereunder, except to the extent that the
indemnifying party is prejudiced or injured by such failure, and (ii) unless in
such indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is assumed,
the indemnifying party will not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent will not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim will not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim.
7.4. CONTRIBUTION. To the extent any indemnification by an indemnifying
party provided for in this Section 7 is prohibited or limited by law, the
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 Liabilities in such proportion as is appropriate to reflect the relative
fault of the indemnifying party and the indemnified party in connection with the
statements or omissions which resulted in such Liabilities, as well as any other
relevant equitable considerations. The relative fault of such indemnifying party
and indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of material fact or omission or
alleged omission to state a material fact, has been made by, or relates to
information supplied by, such indemnifying party or indemnified party, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 7.4 were determined solely by pro rata
allocation or by any other method of
7
allocation which does not take account of the equitable considerations referred
to in the immediately preceding paragraph. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.
7.5. SURVIVAL. The indemnification and contribution provided for under this
Agreement will remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director or
controlling Person of such indemnified party and will survive the transfer of
securities.
8. COMPLIANCE WITH RULE 144. At the request of any Holder if it proposes
to sell securities in compliance with Rule 144 of the Commission, the
Corporation will (i) forthwith furnish to such Holder, upon request, a written
statement of compliance with the filing requirements of the Commission as set
forth in Rule 144, as such rule may be amended from time to time, and (ii) use
its reasonable best efforts to make available to the public and such Holder such
information as will enable such Holder to make sales pursuant to Rule 144.
9. MISCELLANEOUS.
9.1. OTHER REGISTRATION RIGHTS. The Corporation may hereafter grant to any
Person or Persons the right to request the Corporation to register any equity
securities of the Corporation, or any securities convertible or exchangeable
into or exercisable for such securities, without the prior written consent of
the holders of the Registrable Shares.
9.2. ASSIGNMENT OF REGISTRATION RIGHTS. The registration rights of any
Holder under this Agreement with respect to any Registrable Shares may be
assigned to any Person who acquires such Registrable Shares; PROVIDED that (a)
such Holder shall give the Corporation written notice at or prior to the time of
such assignment stating the name and address of the assignee and identifying the
shares with respect to which the rights under this Agreement are being assigned;
(b) such assignee shall agree in writing, in form and substance reasonably
satisfactory to the Corporation, to be bound to the same extent and in the same
capacity as such Holder by the provisions of this Agreement; and (c) such
assignee acknowledges, immediately following such assignment, the further
disposition of such securities by such assignee is restricted under the
Securities Act.
9.3. SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein,
all covenants and agreements contained in this Agreement by or on behalf of any
of the parties hereto will bind and inure to the benefit of the respective
permitted successors and assigns of the parties hereto, whether so expressed or
not.
9.4. SEVERABILITY. Whenever possible, each provision of this Agreement will
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law, such provision will be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of this
Agreement.
8
9.5. DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement are
inserted for convenience of reference only and do not constitute a part of, and
shall not be utilized in interpreting, this Agreement.
9.6. NOTICES. All notices, consents, waivers, and other communications
under this Agreement must be in writing and will be deemed to have been duly
given (a) when delivered by hand; (b) when sent by telecopier, provided that a
copy is mailed by U.S. certified mail, return receipt requested; (c) three (3)
days after being sent by Certified U.S. Mail, return receipt requested; or (d)
one (1) day after deposit with a nationally recognized overnight delivery
service, in each case to the appropriate addresses and telecopier numbers set
forth below (or to such other addresses and telecopier numbers as a party may
designate by notice to the other parties):
If to the Corporation, to:
divine, inc.
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: General Counsel
Telecopy No. (000) 000-0000
with a copy to:
Xxxxxx Xxxxxx Zavis
000 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Telecopy No. (000) 000-0000
If to the Holders, to:
NetUnlimited, Inc.
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxx Xxxxx
Telecopy No.: (000) 000-0000
with a copy to:
Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC
X.X. Xxxxxx 00
000 Xxxx Xxxxxx Xxxxxx (27101)
Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Telecopy No. (000) 000-0000
9
9.7. GOVERNING LAW. All questions concerning the construction, validity and
interpretation of this Agreement, and the performance of the obligations imposed
by this Agreement, shall be governed by the laws of the State of Delaware
applicable to contracts made and wholly to be performed in that state.
9.8. AMENDMENTS AND WAIVERS. The provisions of this Agreement may be
amended upon the written agreement of the Corporation and the Holders. Any
waiver, permit, consent or approval of any kind or character on the part of any
holders of any provision or condition of this Agreement must be made in writing
and shall be effective only to the extent specifically set forth in writing.
9.9. FINAL AGREEMENT. This Agreement, constitutes the complete and final
agreement of the parties concerning the matters referred to herein and
supersedes all prior agreements and understandings.
9.10. EXECUTION. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and such counterparts together shall constitute one instrument.
9.11. NO STRICT CONSTRUCTION. The language used in this Agreement will be
deemed to be the language chosen by the parties hereto to express their mutual
intent, and no rule of strict construction will be used against any party.
Remainder of Page Intentionally Left Blank
Signature Page Follows.
10
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
CORPORATION
divine, inc.
By: /s/ AUTHORIZED SIGNATORY
----------------------------------
Its:
-----------------------------------
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, the undersigned Holder has duly executed this
Registration Rights Agreement effective as of the date first above written.
Signature: /s/ AUTHORIZED SIGNATORY
-------------------------------
Print Name:
-------------------------------
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
EXHIBIT A
Name Shares
---- ------
3,665
Xxxxx X. Xxxxxxxx
Stonemarker
000 Xxxxxxxxx Xxxxxx, Xxx. 000
Xxxxxxx-Xxxxx, XX 00000
2,930
Xx. Xxxxxx X. Puma
0000 Xxxxxxxxx Xxxx
Xxxxxxx-Xxxxx, XX 00000
32,330
Xxx Xxxxxxxxxxxx
0000 Xxxxxxxxx Xxxx
Xxxxxxx-Xxxxx, XX 00000
1,830
Xxxxxxx X. Xxxxxx, III
0000 X. Xxxx Xxxx
Xxxxxxx-Xxxxx, XX 00000
32,330
Xxxx Xxxxxxx
Two Morrocroft Centre
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
3,665
F. Xxxxxxx Xxxxxxxxxxx
0000 Xxxxxxxx Xxxxx
Xxxxxxx-Xxxxx, XX 00000
2,930
Xxxx X. XxXxxxxx
0000 Xxxxxxxx Xxxx
Xxxxxxx-Xxxxx, XX 00000
135
Xxxxx Xxxxx
000 Xxxxxx Xxxx
Xxxxxxx-Xxxxx, XX 00000
1,465
Xxxxx X. Xxxxx
Xxxxx and Co.
000 Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
730
Xxxxxx X. Xxxxx
000 Xxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
730
Xx. Xxxxxxx X. Xxxxxxx
Colony Park Animal Hospital
0000 Xxxxx Xxxxx Xx.
Xxxxxx, XX 00000
1,465
Xxxxxx Xxxxxxx
Quality Oil Company
0000 Xxxxx Xxxxx Xxxxxxx
Xxxxxxx-Xxxxx, XX 00000
2,930
Xxxxx X. Xxxxx
0000 Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
2,930
Dolph von Arx
0000 Xxxxxxxxxx Xxxx. X
Xxxxxx, XX 00000
675
Xxxxxx XxXxxxxxx
0000 Xxxxxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
170
Xxxxxx Xxxxxxxxxxx
West 3rd St. Mgmt.
0 Xxxx 0xx Xxxxxx
Xxxxxxx-Xxxxx, XX 00000
5,870
Xxxxxx X. Xxxxx
00 Xxxxxx Xxx
Xxxxxxxx, XX 00000
2,695
Xxxxxx Xxxxxxxxxxxx
0000 Xxxxxxxxxxx Xxxxx
Xxxxxxx-Xxxxx, XX 00000
1,010
Xxx Xxxxxxxx
000 Xxxxxxxx Xxxxx
Xxxxx, XX 00000
Xxxx Xxxxxx 85
000X Xxxxxxxx Xxxxx XX
Xxxxxxx-Xxxxx, XX 00000
Xxxxxx X. Xxxxxxxx 420
0000 Xxxxxxx Xxxxxx
Xxxxxx-Xxxxx, XX 00000
Xxxxx Xxxxxxxx 470
0000 Xxxxxxxx Xxxxxx
Xxxxxxx-Xxxxx, XX 00000
Xxxxxx X. Xxxxx 270
0000 Xxxxxxxx Xxxx
Xxxxxxx-Xxxxx, XX 00000
Xxxx Xxxxxxxx 675
0000-X Xxxxx Xxxxx Xx.
Xxxxxxxxx X
Xxxx Xxxxx, XX 00000
2,930
Xxxx X. Xxxxx 2,930
BT Xxxx Xxxxx
000 X. Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx-Xxxxx, XX 00000
Xxx Xxxxxx 1,345
0 Xxxx Xxxxx Xxxxxx, Xxxxx X0
Xxxxxxx-Xxxxx, XX 00000
Xxxxxxx Xxxxx 40,140
0 Xxxx Xxxxx Xxxxxx, Xxxxx X0
Xxxxxxx-Xxxxx, XX 00000
Xxxx Xxxxxx 470
X.X. Xxx 00000
Xxxxxxx-Xxxxx, XX 00000
X. Xxxxx Xxxxxx 82,140
0000 Xxxxxxx Xxxx Xxxx
Xxxxxxxx-Xxxxx, XX 00000
Xxxxx X. Caps, III 38,570
0000 Xxxxxxx Xxxx
Xxxxxxx-Xxxxx, XX 00000
Xxxxx Xxxxx 37,140
0000 Xx. Xxxxxx Xxxx
Xxxxxxx-Xxxxx, XX 00000
Xxxxxx Xxxxx 5,000
0000 Xxxxxxxxx Xxxxx
Xxxxxxx-Xxxxx, XX 00000
Xxxxxxx Xxxxx 5,000
0000 Xxxxxxx Xxxxxx
Xxxxxxx-Xxxxx, XX 00000
Xxxxx Xxxxxx 38,335
0000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
Xxxxxxx Xxxxx 135
000 Xxxxxx Xxxxx Xx.
Xxxxxxx-Xxxxx, XX 00000
Xxxxxx Xxxxxxx 65
000 Xxxxxxxx Xxxx
Xxxxxxx-Xxxxx, XX 00000
Xxxxx Xxxxx 940
0000 Xxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Xxxxx X. Xxxxxx 1,465
The Halifax Group
0000 Xxxxxxxxxxx Xxx., X.X., Xxxxx 000
Xxxxxxxxxx, XX 00000
Xxxxx Xxx 210
000 Xxxx Xxxxxx
Xxxxxxx-Xxxxx, XX 00000
Xxxxxxx X. Xxxxxxx 2,200
Novoste Corp.
0000 Xxxxx Xxxxxxxx Xxxx.
Xxxxxxxx, XX 00000
Xxxxx Xxxx 65
0000 Xxxxxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
Estate of Xxxx Xxxxxx 1,685
0000 Xxxxxxxxxx Xxxx
Xxxxxxx-Xxxxx, XX 00000
Xxxxxxx Xxxxxxxxx 675
0000 Xxx Xxxxx Xxxxx
Xxxxxxx-Xxxxx, XX 00000
Xxxxxx Xxxxxxx 270
000 Xxxxxxxxx Xxxx
Xxxxxxx-Xxxxx, XX 00000
Xxxxxxx X. Xxxxxx 1,465
The Halifax Group
0000 Xxxxxx xx xxx Xxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Xxxxx Xxxxx 270
0000 Xxxxx Xxx Xxxxx
Xxxx, XX 00000
X. Xxxxxxx Xxxxxxxx 1,830
000 Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000-0000
TOTAL 365,020
