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EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement ("Agreement") is made as of January
5, 1998 by and among Harmonic Lightwaves, Inc., a Delaware corporation (the
"Company"), and the persons and entities listed on Schedule A hereto (the "NMC
Shareholders").
RECITALS
1. The Company, the NMC Shareholders and N.M. New Media Communication
Ltd., a corporation incorporated under the laws of Israel ("New Media") have
entered into that certain Stock Purchase Agreement dated as of September 16,
1997 (the "Stock Purchase Agreement") concerning the acquisition of all
outstanding Ordinary Shares of New Media by the Company (the "Acquisition") in
consideration for shares of Common Stock of the Company ("Company Common
Stock").
2. As a condition to the obligations of the NMC Shareholders to transfer
their shares of New Media to the Company, the Company must grant the NMC
Shareholders the registration rights set forth herein.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Definitions. As used in this Agreement:
a. "Exchange Act" means the United States Securities Exchange Act of
1934, as amended.
b. "Securities Act" means the United States Securities Act of 1933,
as amended.
c. "Form S-3" means such form under the Securities Act as is in
effect on the date hereof or any registration form under the Securities Act
subsequently adopted by the SEC which similarly permits inclusion or
incorporation of substantial information by reference to other documents filed
by the Company with the SEC (as defined below).
d. "Holder" means: (i) a NMC Shareholder for so long as such holder
continues to hold the registration rights contained herein or (ii) a transferee
of Registrable Securities by a Holder to whom registration rights under this
Agreement are assigned pursuant to Section 9 of this Agreement.
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e. "Registrable Securities" means the shares of Company Common Stock
issued pursuant to the Stock Purchase Agreement (including, without limitation,
shares deposited in escrow), together with all other shares of Company Common
Stock issued in respect thereof (by way of stock split, dividend or otherwise).
Registrable Securities shall not include any shares of Company Common Stock
transferred by a Holder for which registration rights are not also assigned
pursuant to Section 9 hereof.
f. "SEC" means the United States Securities and Exchange Commission.
Capitalized terms not otherwise defined herein have the meanings given
to them in the Stock Purchase Agreement.
2. Registration.
a. The Company shall use its Best Efforts to cause (i) all
Registrable Securities held by each Holder to be registered under the Securities
Act, and (ii) a registration statement effecting such registration to be
declared effective by the SEC not later than February 4, 1998 (it being
understood that, in the event that the SEC determines not to review the
registration statement, the Company will seek to have the registration statement
declared effective within three (3) business days following its receipt of
notice that the SEC will not review the registration statement), so as to permit
the resale thereof on a continuous basis, subject to Section 3 hereof. In
connection therewith, the Company shall prepare and file with the SEC promptly
(but in any event within three (3) business days) following the Closing, and
shall use its Best Efforts to cause to become effective as soon as practicable
thereafter, a registration statement on Form S-3 (or such other form as is
appropriate to effect the registration of the Registrable Securities); provided,
however, that each Holder shall provide all such information to the Company
concerning the Holder and take all such action as may be required (if any) in
order to permit the Company to comply with all applicable requirements of the
SEC and to obtain any desired acceleration of the effective date of such
registration statement. Such provision of information is a condition precedent
to the obligations of the Company pursuant to this Agreement. The Company shall
not be required to effect more than one (1) registration pursuant to this
Agreement; provided, however, that if the Company becomes ineligible to use Form
S-3 or the registration statement originally filed is withdrawn or otherwise
ceases to be effective prior to the Termination Date (as defined below), the
Company shall use its Best Efforts to effect the registration of the Registrable
Securities on a new registration statement.
b. The Company shall use its Best Efforts to take all such actions
(including, without limitation, registering or qualifying the Registrable
Securities) as is reasonably required under state securities or "blue sky" laws
to enable the public sale of Registrable Securities by the Holders within all
jurisdictions of the United States of America.
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3. Obligations of the Company. Subject to the limitations of Sections 4
and 11, the Company shall (i) keep the registration statement filed in
accordance with Section 2 hereof continuously effective until the earlier of (a)
two (2) years after the Closing or (b) such time as all Registrable Securities
have been disposed of either hereunder or otherwise in a manner that results in
such securities no longer being considered Registrable Securities (such date
being referred to herein as the "Termination Date"); (ii) prepare and file with
the SEC such amendments and supplements to such registration statement and the
prospectus used in connection therewith as may be necessary to comply with the
provisions of the Securities Act with respect to the sale or other disposition
of all securities proposed to be registered in such registration statement;
(iii) furnish to each Holder such number of copies of any prospectus (including
any preliminary prospectus and any amended or supplemented prospectus) in
conformity with the requirements of the Securities Act, and such other
documents, as each Holder may reasonably request in order to effect the offering
and sale of the Registrable Securities to be offered and sold, but only while
the Company shall be required under the provisions hereof to cause the
registration statement to remain current.
4. Selling Procedures.
a. The Company shall notify each Holder or a representative
designated by such Holder (A) of any request by the SEC or any other federal or
state governmental authority during the period of effectiveness of the
registration statement for amendments or supplements to the registration
statement or related prospectus or for additional information relating to the
registration statement, (B) of the issuance by the SEC or any other federal or
state governmental authority of any stop order suspending the effectiveness of
the registration statement or the initiation of any proceedings for that
purpose, (C) of the receipt by the Company of any notification with respect to
the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, or (D) of the happening of any
event which makes any statement made in the registration statement or related
prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or which requires the making of any
changes in the registration statement or prospectus so that, in the case of the
registration statement, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and that in the case of
the prospectus, it will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading. In such event, the Company may suspend use of the
prospectus by written notice to each Holder, in which case each Holder shall not
dispose of Registrable Securities covered by the registration statement or
prospectus until copies of a supplemented or amended prospectus are distributed
to the Holders or until the Holders are advised in writing by the Company that
the use of the applicable prospectus may be resumed. Subject to Section 4(b)
below, the Company shall use its Best Efforts to ensure that the use of the
prospectus may be resumed as soon as practicable. The Company shall use its Best
Efforts to obtain the withdrawal of any order suspending the effectiveness of
the registration statement, or the lifting of
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any suspension of the qualification (or exemption from qualification) of any of
the securities for sale in any jurisdiction, as soon as is practicable.
b. The Company shall, upon the occurrence of any event contemplated
by clause (D) of Section 4(a) above, prepare a supplement or post-effective
amendment to the registration statement or a supplement to the related
prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the purchasers of the
Registrable Securities being sold thereunder, such 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. Notwithstanding
the foregoing, if the Company shall furnish to the Holders a certificate signed
by the chief executive officer or chief financial officer of the Company stating
that in the good faith judgment of the Board of Directors of the Company it
would be significantly disadvantageous to the Company and its stockholders for
any such registration statement to be amended or supplemented because the
Company would be required to disclose in such registration statement, either
directly or through incorporation by reference, material non-public information
that it would not otherwise be obligated to disclose at such time, the
disclosure of which at such time would have a material adverse effect on the
business or prospects of the Company, the Company may defer such amending or
supplementing of such registration statement until the earlier of (i) ninety
(90) days from the date of the certificate or (ii) the filing of a report on
Form 10-Q by the Company, and in such event, the Holders shall be required to
discontinue disposition of any Registrable Securities during such period.
c. Each Holder hereby agrees that, during the period of duration
specified by the Company and an underwriter of Company Common Stock or other
securities of the Company, following the effective date of a registration
statement of the Company filed under the Securities Act, it shall not, to the
extent requested by the Company and such underwriter, directly or indirectly
sell, offer to sell, contract to sell (including, without limitation, any short
sale), grant any option to purchase or otherwise transfer or dispose of (other
than to donees or transferees in a private placement who agree to be similarly
bound) any securities of the Company held by it at any time during such period
except Company Common Stock included in such registration; provided, however,
that:
i. all officers and directors of the Company enter into similar
agreements; and
ii. such market stand-off time period shall not exceed ninety (90)
days.
Each Holder agrees to provide to the underwriters of any public offering
such further agreement as such underwriter may reasonably require in connection
with this market stand-off agreement. In order to enforce the foregoing
covenant, the Company may impose stop-transfer instructions with respect to the
Registrable Securities of each Holder (and the shares or securities of every
other person subject to the foregoing restriction), until the end of such
period.
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d. The Company may not suspend the use of a prospectus, or otherwise
prevent the Holders from selling Registrable Securities, pursuant to Section
4(a), 4(b) or 4(c) above, for a period of time exceeding ninety (90) days in any
twelve month period. In addition, the Company may not suspend the use of a
prospectus, or otherwise prevent the Holders from selling Registrable
Securities, pursuant to Section 4(a), 4(b) or 4(c) above, within sixty (60) days
of the effective date of the registration statement filed pursuant to Section 2
above.
5. Availability of Form S-3. The Company represents that it is currently
eligible to utilize Form S-3 with respect to the registration of the Registrable
Securities.
6. Expenses. The Company shall pay all of the out-of-pocket expenses
incurred, other than underwriting or selling discounts and commissions, in
connection with the registration of Registrable Securities pursuant to this
Agreement, including, without limitation, all SEC and NASD registration and
filing fees, printing expenses, transfer agent's and registrar's fees, and the
reasonable fees and disbursements of the Company's outside counsel and
accountants. The Company shall not be obligated to pay the fees and expenses of
counsel to the Holders.
7. Indemnification. In the event of any offering registered pursuant to
this Agreement:
a. The Company will indemnify each Holder, each or its officers and
directors and each person controlling a Holder, against all claims, losses,
damages and liabilities (or actions in respect thereof), including any of the
foregoing incurred in settlement of any litigation, commenced or threatened,
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any registration statement, final prospectus, or
any amendment or supplement thereto, incident to any offering registered
pursuant to this Agreement, or based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances in which they are
made, not misleading, or any violation by the Company of any rule or regulation
promulgated under the Securities Act or state securities laws applicable to the
Company in connection with any such registration, and, subject to Section 7(c),
will reimburse each such Holder, director, officer, and person controlling such
Holder, for any legal and any other out-of-pocket expenses reasonably incurred
in connection with investigating, preparing or defending any such claim, loss,
damage, liability or action, provided that the Company will not be liable in any
such case to the extent that any such claim, loss, damage, or liability arises
out of or is based on (i) any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with written
information furnished to the Company for use in connection with the registration
statement, final prospectus or any amendment or supplement thereto by such
Holder or controlling person or (ii) any sale by a Holder in violation of
Section 4 hereof.
b. Each Holder will indemnify the Company, each of its directors and
officers and its legal counsel and independent accountants, each underwriter, if
any, of the Company' securities covered by such a registration statement, each
person who controls the Company or such
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underwriter within the meaning of Section 15 of the Securities Act, and each
other Holder and each person controlling such other Holder, each of such other
Holders, officers and directors, against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) or a material fact contained in
any such registration statement, final prospectus, or any amendment or
supplement thereto, incident to any offering registered pursuant to this
Agreement or based on any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and, subject to Section 7(c), will reimburse the
Company, such other Holders, such directors, officers, legal counsel,
independent accountants, underwriters or control persons for any legal or any
other expenses out-of-pocket reasonably incurred in connection with
investigating, preparing or defending any such claim, loss, damage, liability or
action, in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is
made in such registration statement, final prospectus, or any amendment or
supplement thereto, in reliance upon and in conformity with information
furnished to the Company by such Holder in writing for such purpose; provided,
however, that the obligations of each Holder hereunder shall be several and not
joint and shall be limited to an amount equal to the respective gross proceeds
(before expenses and commissions) from the sale of Registrable Securities by
such Holder as contemplated herein.
c. Each party entitled to indemnification under this Section 7 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
receives written notice of any claim as to which indemnity may be sought, and
shall permit the Indemnifying Party to assume the defense of any such claim or
any litigation resulting therefrom, provided that the Indemnified Party may
participate in such defense at such party's expense, and provided further that
the failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations under this Agreement, except
to the extent, but only to the extent, that the Indemnifying Party's ability to
defend against such claim or litigation is impaired as a result of such failure
to give notice. Notwithstanding the foregoing sentence, the Indemnified Party
may retain its own counsel to conduct the defense of any such claim or
litigation, and shall be entitled to be reimbursed by the Indemnifying Party for
expenses incurred by the Indemnified Party in defense of such claim or
litigation, in the event that the Indemnifying Party does not assume the defense
of such claim or litigation within thirty days after the Indemnifying Party
receives notice thereof from the Indemnified Party. Further, an Indemnifying
Party shall be liable for amounts paid in settlement of any such claim or
litigation only if the Indemnifying Party consents in writing to such settlement
(which consent shall not be unreasonably withheld). No Indemnifying Party, in
the defense of any such claim or litigation, shall, except with the consent of
each Indemnified Party, consent to entry of any judgment or enter any settlement
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party a release from all liability
with respect to such claim or litigation.
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d. If the indemnification provided for in this Section 7 from the
Indemnifying Party is unavailable to an Indemnified Party hereunder in respect
of any claim, loss, damage or liability referred to herein, then the
Indemnifying Party, to the extent such indemnification is unavailable, in lieu
of indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such claims, losses, damages or
liabilities in such proportion as is appropriate to reflect the relative benefit
to or fault of the Indemnifying Party and indemnified parties in connection with
the actions that resulted in such claims, losses, damages and liabilities. The
relative benefit of such Indemnifying Party and indemnified parties shall be
determined by reference to, among other things, in the case of the Company, the
value of the entire issued ordinary share capital of Symphony received by the
Company, and, in the case of each Holder, the gross proceeds received by each
such Holder from the sale of Registrable Securities in the manner contemplated
hereby. The amount paid or payable by a party as a result of the claims, losses,
damages or liabilities referred to above shall be deemed to include any legal or
other fees or expenses reasonably incurred by such party in connection with any
investigation or proceeding. The parties hereto agree that it would not be just
and equitable if contribution pursuant to this paragraph were determined by pro
rata allocation or by any other method of allocation that does not take account
of the equitable considerations referred to above in this paragraph. No party
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any party.
e. The obligations of the Company and each Holder under this Section
7 shall survive the completion of any offering of stock in a registration
statement under this Agreement.
8. Reports Under Securities Exchange Act of 1934. The Company agrees to:
a. use all reasonable efforts to file with the SEC in a timely manner
all reports and other documents required of the Company under the Securities Act
and the Exchange Act;
b. furnish to each Holder forthwith upon request (i) a written
statement by the Company that it has complied with the reporting requirements of
the Securities Act and the Exchange Act, or that it qualifies as a registrant
whose securities may be resold pursuant to Form S-3 (at any time that it so
qualifies), (ii) a copy of the most recent annual or quarterly report of the
Company and (iii) such other information as may be reasonably requested in
availing each Holder of any rule or regulation of the SEC which permits the
selling of any such securities pursuant to Form S-3; and
c. will use its Best Efforts to remain eligible to use Form S-3 with
respect to the sale of the Registrable Securities.
9. Assignment of Registration Rights. The rights of a Holder pursuant to
this Agreement may be assigned, in whole or in part, by such Holder to a
transferee of Registrable Securities only if: (a) the Company is, within a
reasonable time after such transfer, furnished with
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written notice of the name and address of such transferee and a copy of a duly
executed written instrument in form reasonably satisfactory to the Company
pursuant to which such transferee agrees to be bound hereby and provides the
Company with such reasonable information as the Company may request to permit
the transferee to sell such Registrable Securities pursuant to the registration
statement filed in accordance with Section 2 hereof, and (b) immediately
following such transfer, the disposition of such Registrable Securities by the
transferee is restricted under the Securities Act.
10. Amendment of Registration Rights. The Holders of a majority of the
Registrable Securities then outstanding may, with the consent of the Company,
amend the registration rights granted hereunder.
11. Shareholder Lock Up.
a. Notwithstanding anything in this Agreement to the contrary, NMC
Shareholder N.M. New Media Entertainment Ltd. ("NME") agrees that, except with
respect to 256,148 Registrable Securities, it will not, directly or indirectly,
sell, offer to sell, contract to sell (including, without limitation, any short
sale), grant any option to purchase or otherwise transfer or dispose of: (a) any
shares of Buyer Common Stock acquired pursuant to the Stock Purchase Agreement
for a period ending one (1) year following the Closing Date and (b) more than an
aggregate of 192,111 shares of Buyer Common Stock acquired pursuant to the Stock
Purchase Agreement for a period ending two (2) years following the Closing date.
b. The Company agrees that, in the event that NME is required to
indemnify the Company pursuant to Section 10 of the Stock Purchase Agreement,
the Company will allow NME, notwithstanding Section 11(a) above, to sell such
number of Registrable Securities as is necessary for NME to satisfy its
indemnification obligation.
c. The Company agrees that, in the event that Xx. Xxxxxx Xxxx is
terminated by the Company without just cause (as such term is defined in the
Employment Agreement between Xx. Xxxx and the Company), then the lock up set
forth in Section 11(a) shall terminate and have no further force and effect.
12. Affiliate Registration. The Company agrees that, so long as a Holder
is considered an "affiliate" of the Company, in the event that the Company
registers for re-sale securities of the Company held by other affiliates of the
Company, the Company will afford such affiliate Holder the opportunity to
include any Registrable Securities then held by such Holder in such registration
statement upon substantially the same terms as the other affiliates.
13. Termination. All obligations of the parties set forth in this
Agreement shall terminate upon the Termination Date. Notwithstanding the
foregoing, the obligations of the parties hereto pursuant to Section 6 and
Section 7 hereof shall survive the Termination Date, and the obligations of
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the Company pursuant to Section 12 hereof shall survive the Termination Date for
a period of four (4) years.
14. Obligations of Holders. By exercising any rights hereunder, each
Holder shall be deemed to assume all obligations of a Holder hereunder as though
such Holder were a signatory hereto. The Company may require Holders to execute
an instrument whereby such Holders expressly assume all obligations of Holders
hereunder as a condition precedent to any obligations of the Company hereunder.
15. Notices. All notices, consents, waivers, and other communications
under this Agreement must be in writing and will be deemed to have been duly
given when (a) delivered by hand (with written confirmation of receipt), (b)
sent by telecopier (with written confirmation of receipt), provided that a copy
is mailed by registered mail, return receipt requested, or (c) when received by
the addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), 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):
Sellers: as set forth on Schedule A
with a copy to: Shenhav, Elrom, Konforti & Shavit
Xxxxxx Xxxxx, 0xx Xxxxx
X.X. Xxx 00000
Xxx-Xxxx, 00000
Xxxxxx
Attention: Xxxx Xxxxxxxx, Adv.
Facsimile No.: 972-3-516-0068
Buyer: Harmonic Lightwaves, Inc.
000 Xxxxxx Xxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Xxxxxx Xxxxxx of America
Attention: Xx. Xxxxx X. Xxxxxxx
Facsimile No.: (000)000-0000
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with a copy to: Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Xxxxxx Xxxxxx of America
Attention: Xxxxxxx X. Xxxxxxxxxx, Esq.
Facsimile No.: (000) 000-0000
16. Jurisdiction; Service of Process. Any action or proceeding seeking
to enforce any provision of, or based on any right arising out of, this
Agreement may be brought against any of the parties in the courts of the State
of California, County of Santa Xxxxx, or, if it has or can acquire jurisdiction,
in the United States District Court for the Northern District of California, and
each of the parties consents to the jurisdiction of such courts (and of the
appropriate appellate courts) in any such action or proceeding and waives any
objection to venue laid therein. Process in any action or proceeding referred to
in the preceding sentence may be served on any party anywhere in the world.
17. Entire Agreement and Modification. This Agreement supersedes all
prior agreements between the parties with respect to its subject matter and
constitutes (along with the documents referred to in this Agreement) a complete
and exclusive statement of the terms of the agreement between the parties with
respect to its subject matter. This Agreement may not be amended except by a
written agreement executed by the party to be charged with the amendment.
18. Severability. If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement will remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.
19. Section Headings, Construction. The headings of Sections in this
Agreement are provided for convenience only and will not affect its construction
or interpretation. All references to "Section" or "Sections" refer to the
corresponding Section or Sections of this Agreement. All words used in this
Agreement will be construed to be of such gender or number as the circumstances
require. Unless otherwise expressly provided, the word "including" does not
limit the preceding words or terms.
20. Governing Law. This Agreement will be governed by the laws of the
State of California without regard to conflicts of laws principles.
21. Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.
22. Time of Essence. With regard to all dates and time periods set forth
or referred to in this Agreement, time is of the essence.
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IN WITNESS WHEREOF, the parties have executed and delivered to this
Agreement as of the date first written above.
HARMONIC LIGHTWAVES, INC.
By: _____________________________________
Xxxxx X. Xxxxxxx
Chief Financial Officer
NMC SHAREHOLDERS
N.M. NEW MEDIA ENTERTAINMENT LTD.
By: _____________________________________
Name: ___________________________________
Title: __________________________________
I.E.S. ELECTRONICS INDUSTRIES LTD.
By: _____________________________________
Name: ___________________________________
Title: __________________________________
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CRM PARTNERS L.P.
By: _____________________________________
Xxxxxx X. Xxxxxx
Title: __________________________________
CRM RETIREMENT PARTNERS L.P.
By: _____________________________________
Xxxxxx X. Xxxxxx
Title: __________________________________
CRM MADISON PARTNERS L.P.
By: _____________________________________
Xxxxxx X. Xxxxxx
Title: __________________________________
CRM EURYCLAIM PARTNERS L.P.
By: _____________________________________
Xxxxxx X. Xxxxxx
Title: __________________________________
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CRM U.S. VALUE FUND LTD
By: _____________________________________
Xxxxxx X. Xxxxxx
Title: __________________________________
XXXXXX XXXXXXXXX XXXXXXX INC.
By: _____________________________________
Xxxxxx X. Xxxxxx
Title: __________________________________
_________________________________________
Xxxxxxx Xxxxxxxx
_________________________________________
Joelit Xxxxxxxx
COTEX ENTERPRISES LTD.
By: _____________________________________
Name: ___________________________________
Title: __________________________________
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SCHEDULE A
Name and Address of Seller
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N.M. New Media Entertainment Ltd.
I.E.S. Electronics Industries Ltd.
CRM Partners L.P.
CRM Retirement Partners L.P.
CRM Madison Partners L.P.
CRM Euryclaim Partners L.P.
CRM U.S. Value Fund Ltd.
Xxxxxx Xxxxxxxxx XxXxxxx Inc.
Xxxxxxx Xxxxxxxx
Joelit Xxxxxxxx
Cotex Enterprises Ltd.
