EXHIBIT 2
---------
VOTING AGREEMENT
VOTING AGREEMENT, dated as of April 17, 2005 (this "AGREEMENT"), by and
among Electrograph Holdings, Inc., a Delaware corporation ("PARENT"), and a
certain stockholder of Manchester Technologies, Inc., a New York corporation
(the "COMPANY"), whose name is set forth on the signature pages to this
Agreement (the "STOCKHOLDER").
RECITALS
WHEREAS, concurrently with the execution and delivery of this
Agreement, Parent, CICE Acquisition Corp., a New York corporation and
wholly-owned subsidiary of Parent ("MERGER SUB"), and the Company are entering
into an Agreement and Plan of Merger (as the same may be amended or modified
from time to time in accordance with its terms, the "MERGER AGREEMENT") which
provides, among other things, for the merger of Merger Sub with and into the
Company, with the Company surviving the merger and becoming a wholly-owned
subsidiary of Parent (the "MERGER").
WHEREAS, as a condition and inducement to entering into the Merger
Agreement, Parent has requested that the Stockholder agree, and the Stockholder
has agreed, to enter into this Agreement which sets forth the agreements of
Parent and the Stockholder with respect to, among other things, the voting of
shares of common stock, par value $0.01 per share, of the Company ("COMPANY
SHARES") owned by the Stockholder in connection with the Merger.
WHEREAS, the board of directors of the Company has determined that this
Agreement and the transactions contemplated by this Agreement are advisable and
fair and in the best interests of the Company and its shareholders, and in
connection therewith, approved this Agreement and the transactions contemplated
hereby, including exempting Parent and its Affiliates from Section 912 of the
NYBCL.
NOW THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements contained in this Agreement, the parties to
this Agreement, intending to be legally bound, agree as follows:
ARTICLE I
DEFINITIONS
1.1 GENERAL. Capitalized terms used but not defined in this
Agreement have the meanings ascribed to them in the Merger Agreement.
1.2 CERTAIN DEFINED TERMS. For purposes of this Agreement, the
following capitalized terms shall have the following meanings:
2
"COVERED SHARES" means, with respect to the Stockholder, any Company
Shares that the Stockholder beneficially owns, holds of record or otherwise has
the right to vote, directly or indirectly, together with any Company Shares or
other voting securities of the Company acquired by the Stockholder after the
date of this Agreement, including, without limitation, by way of (a) a stock
dividend or distribution, split-up, recapitalization, combination, exchange of
shares or similar transaction or (b) the exercise of any Company Options.
"MEETING" means any meeting of the stockholders of the Company, whether
annual or special, and including any adjourned or postponed meeting.
"VOTE" means (a) voting in person or by proxy in favor of or against
any action, approval or agreement, (b) consenting to or withholding consent from
any action, approval or agreement (whether or not such consent is in writing)
and (c) taking any similar action in favor of or against any action, approval or
agreement; and "VOTING" shall have the correlative meaning.
1.3 INTERPRETATION. The headings in this Agreement are for
reference only and shall not affect the meaning or integration of this
Agreement. All references in this Agreement to Articles, Sections or Schedules
shall refer to Articles or Sections of or Schedules to this Agreement unless the
context shall require otherwise. The words "include," "includes" and "including"
shall not be limiting and shall be deemed to be followed by the phrase "without
limitation."
ARTICLE II
VOTING
2.1 AGREEMENT TO VOTE. The Stockholder agrees that he shall appear
at any Meeting (or otherwise cause his Covered Shares to be counted as present
thereat) for purposes of establishing a quorum and, if requested by Parent, to
cause his Covered Shares to be included in any written consent of stockholders
of the Company. In connection with any such Meeting or written consent, as
applicable, the Stockholder further agrees that he shall, and shall cause the
record holder of any of his Covered Shares to, Vote all of his Covered Shares:
(a) in favor of adoption of the Merger Agreement and any other
action or approval required in furtherance of the Merger;
(b) against any action, proposal or agreement that would compete
with, impede, interfere with, adversely affect, tend to discourage or inhibit
the adoption of the Merger Agreement or the timely consummation of the
transactions contemplated by the Merger Agreement; and
(c) against any action, proposal or agreement that would result in
any breach of a representation, warranty, covenant or agreement of the Company
under the Merger Agreement.
3
2.2 FIDUCIARY DUTIES. Notwithstanding anything to the contrary in
this Agreement, the agreements of the Stockholder contained in this Agreement
shall not govern, limit or restrict the Stockholder's ability to exercise his or
her fiduciary duties to the stockholders of the Company as provided by the
Merger Agreement or under applicable Legal Requirements in his capacity as a
director of the Company.
2.3 NO OWNERSHIP INTEREST. Nothing contained in this Agreement
shall be deemed to vest in Parent any direct or indirect ownership or incidence
of ownership of, or with respect to, any Covered Shares. All rights, ownership
and economic benefits of and relating to the Covered Shares shall remain vested
in and belong to the Stockholder. Except as otherwise provided in this
Agreement, Parent shall not have any power or authority to direct any
Stockholder in (a) the Voting of any of the Stockholder's Covered Shares or (b)
the performance of the Stockholder's duties or responsibilities as a stockholder
or director of the Company.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Stockholder represents and warrants to Parent as follows:
3.1 POWER AND AUTHORIZATION. The Stockholder has the requisite
power and authority to execute and deliver this Agreement, to perform his
obligations hereunder and to consummate the transactions contemplated hereby.
The execution, delivery and performance by the Stockholder of this Agreement and
the consummation by the Stockholder of the transactions contemplated hereby are
within the Stockholder's power and authority and have been duly and validly
authorized by all necessary action on the part of the Stockholder.
3.2 ENFORCEABILITY. This Agreement has been duly executed and
delivered by the Stockholder and constitutes a legal, valid and binding
agreement of the Stockholder, enforceable against the Stockholder in accordance
with its terms.
3.3 GOVERNMENTAL AUTHORIZATIONS. The execution, delivery and
performance of this Agreement by the Stockholder and the consummation by the
Stockholder of the transactions contemplated by this Agreement do not and will
not require any consent, approval or other authorization of, or filing with or
notification to, any Governmental Body, other than compliance with the
applicable requirements, if any, of the Exchange Act.
3.4 NON-CONTRAVENTION. The execution, delivery and performance of
this Agreement by the Stockholder and the consummation by the Stockholder of the
transactions contemplated by this Agreement do not and will not, directly or
indirectly (with or without notice of lapse of time):
4
(a) contravene, conflict with, or result in any violation or
breach of, any provisions of the organizational documents of the Stockholder (to
the extent that the Stockholder is an Entity;
(b) contravene, conflict with, or result in any violation or
breach of, any Legal Requirement or any order, writ, injunction, judgment or
decree to which the Stockholder, or any of his Covered Shares, is subject;
(c) require any consent, approval or other authorization of, or
any filing with or notification to, any Person under any Contract to which the
Stockholder is a party or by which he or any of his Covered Shares may be bound;
(d) contravene, conflict with or result in a violation or breach
of, or result in a default under, in any material respect, any provision of any
Material Contract to which the Stockholder is a party, or give any Person the
right to (i) declare a default or exercise any remedy under any Material
Contract to which the Stockholder is a party, (ii) a rebate, chargeback, penalty
or change in delivery schedule under any Material Contract, or (iii) cancel,
terminate, amend or modify any term of any Material Contract to which the
Stockholder is a party;
(e) cause the creation or imposition of any Encumbrance on any of
his Covered Shares, other than as contemplated by this Agreement.
3.5 OWNERSHIP. As of the date of this Agreement, the Stockholder
is the sole beneficial owner and/or record holder of the number of Company
Shares and Company Options set forth opposite the Stockholder's name on Schedule
A, which constitute all of the Company Shares and Company Options beneficially
owned and/or held of record by the Stockholder. The Stockholder owns no other
rights or interests convertible or exchangeable into or exercisable for any
securities of the Company.
3.6 VOTING. The Stockholder has the sole power to Vote or direct
the Vote of, dispose of and issue instructions with respect to his Covered
Shares, and the sole power to agree to all of the matters set forth in this
Agreement, with no limitations, qualifications or restrictions on such powers,
subject to applicable United States federal securities Laws and this Agreement.
The Stockholder: (a) is not a party to any Contract (including any voting
agreement) with respect to any of his Covered Shares; (b) has not deposited any
of his Covered Shares into any voting trust; and (c) has not granted any proxy
or power of attorney with respect to any of his Covered Shares, in each case
inconsistent with the Stockholder's obligations under this Agreement.
3.7 TITLE. The Stockholder has, and on the Closing Date will have,
good and marketable title to all of his Covered Shares, in each case free and
clear of any Encumbrances other than as contemplated by this Agreement.
3.8 MERGER AGREEMENT. The Stockholder has received and reviewed a
copy of the Merger Agreement.
5
3.9 BROKERS AND FINDERS. Except as provided in the Merger
Agreement, no broker, finder, investment banker or any other Person is entitled
to any brokerage, finder's or other fee or commission from any of the Acquired
Companies in connection with the Merger or any of the other transactions
contemplated by the Merger Agreement based upon arrangements made by or on
behalf of the Stockholder.
ARTICLE IV
OTHER COVENANTS
4.1 NO INCONSISTENT AGREEMENTS. The Stockholder covenants and
agrees that the Stockholder shall not: (a) enter into any Contract (including
any voting agreement) with respect to any of his Covered Shares; (b) deposit any
of his Covered Shares into any voting trust; or (c) grant any proxy or power of
attorney with respect to any of his Covered Shares, in each case inconsistent
with the Stockholder's obligations under this Agreement.
4.2 NO TRANSFERS. The Stockholder agrees that he shall not: (a)
sell, assign, give, tender, offer, exchange or otherwise transfer any of his
Covered Shares; (b) encumber, pledge, hypothecate or otherwise permit (including
by omission) the creation or imposition of any Encumbrance on any of his Covered
Shares; or (c) enter into any Contract with respect to any of the foregoing, in
each case without the prior written consent of Parent.
4.3 NO REGISTRATIONS OF TRANSFERS. The Stockholder (a) agrees that
he shall not request that the Company or its transfer agent register the
transfer (book-entry or otherwise) of any certificate or uncertificated interest
representing any of the Stockholder's Covered Shares and (b) consents to the
entry of stop transfer instructions by the Company of any transfer of the
Stockholder's Covered Shares, unless such transfer is made in compliance with
Section 4.2.
4.4 NO SOLICITATION. (a) The Stockholder agrees that he shall not,
and shall cause each of its Affiliates (other than the Company and its
directors, to the extent permitted by the Merger Agreement) not to, directly or
indirectly, (i) solicit, initiate, or encourage or induce the making, submission
or announcement of any inquiries or the making of any proposal or offer related
to an Acquisition Transaction, (ii) furnish any information regarding any of the
Acquired Companies to any Person that has made or indicated an intention to make
any inquiry, proposal or offer related to an Acquisition Transaction, (iii)
engage in discussions or negotiations with any Person that has made or indicated
an intention to make any inquiry, proposal or offer related to any Acquisition
Transaction, (iv) approve, endorse or recommend any proposal or offer related to
an Acquisition Transaction, (v) make or authorize any statement, recommendation
or solicitation in support of any proposal or offer related to an Acquisition
Transaction, (vi) enter into any letter of intent, agreement in principle or
similar document or any Contract having a primary purpose of effectuating, or
which would effect, any Acquisition Transaction, or (vii) propose to do any of
the foregoing; provided, however, nothing in this Section 4.4(a) shall prohibit
the Stockholder from participating as a
6
member of the Board of Directors of the Company with respect to the matters
covered in the provisos sets forth in Section 4.2(a) of the Merger Agreement in
accordance therewith.
(b) The Stockholder shall within two business days advise Parent
of any inquiry or proposal or offer received by the Stockholder or any of his
Representatives related to an Acquisition Transaction or any request for
nonpublic information relating to any of the Acquired Companies by any Person
that has made or indicated an intention to make any inquiry, proposal or offer
related to an Acquisition Transaction. The Stockholder shall within two business
days provide Parent with the identity of such Person and a copy of such inquiry,
proposal, offer or request (or, where no such copy is available, a detailed
description of such inquiry, proposal, offer or request). The Stockholder shall
keep Parent fully informed on a current basis of the status and details of any
such inquiry, proposal, offer or request, and any related communications to or
by the Stockholder or his Representatives.
4.5 NO GROUPS. The Stockholder agrees that he shall not, and shall
cause each of his Affiliates not to, become a member of a "group" (as that term
is used in Section 13(d) of the Exchange Act) with respect to any Company Shares
or other voting securities of the Company for the purpose of opposing or
competing with the transactions contemplated by the Merger Agreement.
4.6 NO PUBLIC STATEMENTS. The Stockholder agrees that he shall
not, and shall cause each of his Affiliates (other than the Company and its
directors, to the extent permitted by the Merger Agreement) not to, issue any
press releases or make any public statements with respect to this Agreement, the
Merger Agreement or any of the transactions contemplated by the Merger Agreement
without the prior written consent of Parent.
4.7 NO DISPARAGING STATEMENTS. The Stockholder, on the one hand,
and Parent, on the other hand, each agree not to, directly or indirectly,
disparage the other party or any of its Affiliates, except as required by
applicable Legal Requirements. Notwithstanding the forgoing, nothing in this
Section 4.7 shall prevent any Person from making any truthful statement to the
extent (i) necessary in connection with any litigation involving this Agreement,
the Merger Agreement or any of the Ancillary Agreements including the
enforcement of this Agreement or (ii) required by Legal Requirements or by
Governmental Body with apparent jurisdiction or authority to order or require
such Person to disclose or make accessible such information.
4.8 DELIVERY OF ESCROW AMOUNT. The Stockholder hereby consents and
agrees that, pursuant to Section 1.6(b) of the Merger Agreement, the Stockholder
Escrow Amount shall be deducted from the aggregate Price Per Share payable to
the Stockholder and delivered, simultaneously with the Closing, by Parent to the
Escrow Agent, such amount to be held in the Escrow Account in accordance with
the terms of the Escrow Agreement, as security for the obligations set forth
therein.
7
4.9 FURTHER ASSURANCES. Except as contemplated by Section 2.3, the
Stockholder will, without further consideration, (i) use all reasonable efforts
to cooperate with the parties to the Merger Agreement and the Ancillary
Agreements in connection with the transactions contemplated by the Merger
Agreement and the Ancillary Agreements, (ii) promptly execute and deliver such
additional documents and take such reasonable actions as are reasonably
necessary or appropriate to carry out the provisions of this Agreement and (ii)
promptly provide any information reasonably requested by the parties to the
Merger Agreement and the Ancillary Agreements for any regulatory application or
filing made or approval sought in connection with such transactions (including
filings with the SEC or any other Governmental Body).
4.10 WAIVER OF APPRAISAL AND DISSENT RIGHTS. Without limiting the
generality of the other obligations of the Stockholder hereunder, the
Stockholder hereby waives and agrees not to assert, and agrees to cause his
Affiliates to waive and not to assert, any rights of appraisal or rights of
dissent in connection with the Merger that the Stockholder or his Affiliates may
have.
4.11 NOTICE OF VOTE. The Stockholder agrees that if he shall have
received written notice from Parent that there exists a dispute as to whether
the Merger Agreement or this Agreement have been validly terminated in
accordance with their respective terms, then until the matters in dispute have
been finally resolved by agreement of Parent or by a final non-appealable order
of a court having valid jurisdiction, if the Stockholder intends to Vote or
effect a transaction described in Section 4.2 with respect to all or any portion
of his Covered Shares, the Stockholder shall provide at least 10 days' (or if
the 10th day shall fall on a day that is not a business day, no later then the
business day immediately preceding such 10th day) prior written notice to Parent
of the date on which the Stockholder intends to so Vote or effect such
transaction with respect to such Shares, describing in reasonable detail the
nature of any such intended Vote or transaction.
ARTICLE V
MISCELLANEOUS
5.1 TERMINATION. This Agreement (other than Section 4.7 and
Section 4.11, which shall survive) shall terminate upon the earlier of (a) the
Effective Time and (b) the day on which the Merger Agreement is terminated in
accordance with its terms and, if applicable, the Termination Fee is paid by the
Company to Parent pursuant to Section 8.3 of the Merger Agreement. Any such
termination shall be without prejudice to any liabilities arising under this
Agreement prior to such termination.
5.2 AMENDMENTS; WAIVERS. This Agreement may not be amended or
waived except by an instrument in writing signed (a) by each of the parties to
this Agreement in the case of an amendment or (b) by the party against whom the
waiver is to be effective in the case of a waiver. No failure or delay by any
party to this Agreement in exercising any right, power or privilege hereunder
shall operate as a waiver thereof nor
8
shall any single or partial exercise thereof preclude any other or further
exercise thereof or of any other right, power or privilege.
5.3 NOTICES. Any notice, request, instruction or other
communication under this Agreement shall be in writing and delivered by hand or
overnight courier service or by facsimile:
If to Parent, to:
Electrograph Holdings, Inc.
c/o Xxxxxx-Xxxxxx Capital, Inc.
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx
Facsimile: (000) 000-0000 and
(000) 000-0000
with a copy to:
Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Facsimile: (000) 000-0000
Attention: Xxxx X. Xxxxxxx, Esq.
If to the Stockholder, to his address or facsimile number set
forth on the signature pages to this Agreement
or to such other Persons, addresses or facsimile numbers as may be designated in
writing by the Person entitled to receive such communication as provided above.
Each such communication shall be effective (a) if delivered by hand, when such
delivery is made at the address specified in this Section 5.3, (b) if delivered
by overnight courier service, the next business day after such communication is
sent to the address specified in this Section 5.3, or (c) if delivered by
facsimile, when such facsimile is transmitted to the facsimile number specified
in this Section 5.3 and appropriate confirmation is received.
5.4 SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties to this Agreement and
their respective successors and assigns. No party to this Agreement may assign,
delegate or otherwise transfer any of his or its rights or obligations under
this Agreement without the consent of the other parties.
5.5 GOVERNING LAW. THE PROVISIONS OF THIS LETTER SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES
OF CONFLICTS OF LAWS THEREOF.
9
5.6 SUBMISSION TO JURISDICTION. EACH OF THE PARTIES HEREBY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE NONEXCLUSIVE PERSONAL
JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK
COUNTY AND TO THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK, AND ANY APPELLATE COURT THEREOF IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS LETTER OR FOR THE RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT
ARISING OUT OF OR RELATING TO THIS LETTER, AND HEREBY WAIVES ANY OBJECTION AS TO
VENUE AND FORUM NON CONVENIENS WITH RESPECT TO ANY SUCH ACTIONS BROUGHT IN ANY
OF SUCH COURTS. PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE SERVED BY
CERTIFIED MAIL ON ANY PARTY HERETO ANYWHERE IN THE WORLD WHERE SUCH PARTY IS
FOUND AND MAY ALSO BE SERVED UPON ANY PARTY IN THE MANNER PROVIDED FOR THE
SERVICE OF PROCESS UNDER THE LAWS OF THE STATE OF NEW YORK OR THE LAWS OF THE
PLACE OR JURISDICTION WHERE SUCH PARTY IS FOUND.
5.7 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO
THIS LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF PARENT OR
THE STOCKHOLDER IN THE NEGOTIATIONS, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT
HEREOF.
5.8 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement among the parties to this Agreement with respect to the subject matter
hereof and supersedes all prior agreements, understandings, representations and
warranties, both written and oral, among the parties with respect to the subject
matter of this Agreement. No representation, warranty, inducement, promise,
understanding or condition not set forth in this Agreement has been made or
relied upon by any of the parties to this Agreement.
5.9 NO THIRD-PARTY BENEFICIARIES. This Agreement is not intended
to confer upon any Person other than the parties to this Agreement any rights or
remedies.
5.10 SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability or the other provisions of this Agreement.
If any provision of this Agreement, or the application of that provision to any
Person or any circumstance, is invalid or unenforceable, (a) a suitable and
equitable provision shall be substituted for that provision in order to carry
out, so far as may be valid and enforceable, the intent and purpose of the
invalid or unenforceable provision and (b) the remainder of this Agreement and
the application of the provision to other Persons or circumstances shall
10
not be affected by such invalidity or unenforceability, nor shall such
invalidity or unenforceability affect the validity or enforceability of the
provision, or the application of that provision, in any other jurisdiction.
5.11 RULES OF CONSTRUCTION. The parties to this Agreement have been
represented by counsel during the negotiation and execution of this Agreement
and waive the application of any Legal Requirements or rule of construction
providing that ambiguities in any agreement or other document shall be construed
against the party drafting such agreement or other document.
5.12 REMEDIES. Except as otherwise provided in this Agreement, any
and all remedies expressly conferred upon a party shall be cumulative with and
not exclusive of any other remedy conferred in this Agreement, at law or in
equity, and the exercise by a party of any one remedy shall not preclude the
exercise of any other remedy.
5.13 SPECIFIC PERFORMANCE. The parties to this Agreement agree that
irreparable damage would occur in the event any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent breaches of this Agreement and to
enforce specifically the terms and provisions of this Agreement in any court of
the United States or any state having jurisdiction, this being in addition to
any other remedy to which they are entitled at law or in equity.
5.14 COUNTERPARTS; EFFECTIVENESS. This Agreement may be executed in
any number of counterparts, all of which shall be one and the same agreement.
This Agreement shall become effective when each party to this Agreement shall
have received counterparts signed by all of the other parties.
[Signature pages follow]
11
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the duly authorized officers of the parties to this Agreement or
other authorized person as of the date first written above.
ELECTROGRAPH HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Treasurer
12
/s/ Xxxxx X. Xxxxxxxxx
------------------------------------
Xxxxx X. Xxxxxxxxx
NOTICES
Xxxxx X. Xxxxxxxxx
00 Xxxxxx Xxxx.
Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
with a copy to:
Xxxxx Xxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxx, Esq.
Facsimile: (000) 000-0000
AND
Kressel, Rothlein, Xxxxx & Xxxx, LLC
000 Xxxxxxxx
Xxxxxxxxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxxx, Esq.
Facsimile (000) 000-0000
SCHEDULE A
--------------------------------------------------------------------------------
Name Company Shares Company Stock Options
Xxxxx X. Xxxxxxxxx 4,690,201 0
--------------------------------------------------------------------------------
