-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AcAKzD5ZFi+nshM4dw1jwiH2Rq6aa42ipEYrPExZgER13UbhHYx8MjsHjRqb54Au cLacTL0Jq5Hv54/aXaAskg== 0001193125-05-194548.txt : 20050930 0001193125-05-194548.hdr.sgml : 20050930 20050930085344 ACCESSION NUMBER: 0001193125-05-194548 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050930 DATE AS OF CHANGE: 20050930 GROUP MEMBERS: LANDMARK NV-C VENTURES GROUP, INC GROUP MEMBERS: LANDMARK VENTURES VII, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COOLSAVINGS INC CENTRAL INDEX KEY: 0001087875 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 364462895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61045 FILM NUMBER: 051112674 BUSINESS ADDRESS: STREET 1: 360 N. MICHIGAN AVE STREET 2: 19TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 312 224 5000 MAIL ADDRESS: STREET 1: 360 N. MICHIGAN AVENUE STREET 2: 19TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: COOLSAVINGS COM INC DATE OF NAME CHANGE: 19990603 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LANDMARK COMMUNICATIONS INC CENTRAL INDEX KEY: 0000057606 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 150 W BRAMBLETON AVE CITY: NORFOLK STATE: VA ZIP: 23510-2075 MAIL ADDRESS: STREET 1: C/O GUY R. FRIDDELL, III STREET 2: 150 W BRAMBLETON AVE CITY: NORFOLK STATE: VA ZIP: 23510 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO.13 Schedule 13D Amendment No.13

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

 

(Amendment No. 13)*

 

 

 

 

COOLSAVINGS, INC. (F/K/A COOLSAVINGS.COM INC.)


(Name of Issuer)

 

 

Common Stock, $0.001 Par Value


(Title of Class of Securities)

 

 

216485 10 2


(CUSIP Number)

 

 

Guy R. Friddell, III

Executive Vice President and General Counsel

Landmark Communications, Inc.

150 W. Brambleton Ave.

Norfolk, VA 23510-2075

(757) 446-2660


(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

September 29, 2005


(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box:  ¨

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 216485 10 2   13D                   Page 2 of 7 Pages

 

  1  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

            Landmark Communications, Inc.

   
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x

(b)  ¨

   
  3  

SEC USE ONLY

 

   
  4  

SOURCE OF FUNDS

 

            WC

   
  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM

2(d) or 2(e)

 

  ¨
  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            Virginia

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7    SOLE VOTING POWER

 

                20,224,3911


  8    SHARED VOTING POWER

 

                215,126,9041


  9    SOLE DISPOSITIVE POWER

 

                20,224,3911


10    SHARED DISPOSITIVE POWER

 

                215,126,9041

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            235,351,2951

   
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            94.3%2

   
14  

TYPE OF REPORTING PERSON

 

            CO

   
1 See Items 3 through 6 of this Statement (as defined below).
2 For purposes of Rule 13d-3(d)(1)(i) under the Act, the ownership percentage reported in Item 13 above has been calculated without including shares of Common Stock (as defined below) that have been reserved for issuance upon (1) the conversion of 619,048 shares of currently outstanding and convertible CoolSavings, Inc. Series C Convertible Preferred Stock not beneficially owned by the Reporting Persons (as defined below), and (2) the exercise of 5,748,361 currently outstanding and exercisable options to purchase CoolSavings, Inc. Common Stock not beneficially owned by the Reporting Persons. If all of such reserved shares of Common Stock were to be issued, Landmark Communications, Inc. would beneficially own 91.9% of the total outstanding Common Stock.


CUSIP No. 216485 10 2   13D                   Page 3 of 7 Pages

 

  1  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

            Landmark NV-C Ventures Group, Inc.

   
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

   
  3  

SEC USE ONLY

 

   
  4  

SOURCE OF FUNDS

 

            WC

   
  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM

2(d) or 2(e)

 

  ¨
  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            Nevada

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7    SOLE VOTING POWER

 

                0


  8    SHARED VOTING POWER

 

                194,254,0241


  9    SOLE DISPOSITIVE POWER

 

                0


10    SHARED DISPOSITIVE POWER

 

                194,254,0241

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

            194,254,0241

   
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            77.8%2

   
14  

TYPE OF REPORTING PERSON

 

            OO

   
1 See Items 3 through 6 of this Statement (as defined below).
2 For purposes of Rule 13d-3(d)(1)(i) under the Act, the ownership percentage reported in Item 13 above has been calculated without including shares of Common Stock (as defined below) that have been reserved for issuance upon (1) the conversion of 619,048 shares of currently outstanding and convertible CoolSavings, Inc. Series C Convertible Preferred Stock not beneficially owned by the Reporting Persons (as defined below), (2) the exercise of 5,748,361 currently outstanding and exercisable options to purchase CoolSavings, Inc. Common Stock not beneficially owned by the Reporting Persons, and (3) the exercise by Landmark Communications, Inc. of its right to acquire 3,935 shares of CoolSavings, Inc. Common Stock pursuant to the Warrant (as defined below). If all of such reserved shares of Common Stock were to be issued, Landmark NV-C Ventures Group, Inc. would beneficially own 75.7% of the total outstanding Common Stock.


CUSIP No. 216485 10 2   13D                   Page 4 of 7 Pages

 

  1  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

            Landmark Ventures VII, LLC

   
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x

(b)  ¨

   
  3  

SEC USE ONLY

 

   
  4  

SOURCE OF FUNDS

 

            WC

   
  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM

2(d) or 2(e)

 

  ¨
  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            Delaware

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7    SOLE VOTING POWER

 

                0


  8    SHARED VOTING POWER

 

                194,254,0241


  9    SOLE DISPOSITIVE POWER

 

                0


10    SHARED DISPOSITIVE POWER

 

                194,254,0241

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

            194,254,0241

   
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            77.8%2

   
14  

TYPE OF REPORTING PERSON

 

            OO

   
1 See Items 3 through 6 of this Statement (as defined below).
2 For purposes of Rule 13d-3(d)(1)(i) under the Act, the ownership percentage reported in Item 13 above has been calculated without including shares of Common Stock (as defined below) that have been reserved for issuance upon (1) the conversion of 619,048 shares of currently outstanding and convertible CoolSavings, Inc. Series C Convertible Preferred Stock not beneficially owned by the Reporting Persons (as defined below), (2) the exercise of 5,748,361 currently outstanding and exercisable options to purchase CoolSavings, Inc. Common Stock not beneficially owned by the Reporting Persons, and (3) the exercise by Landmark Communications, Inc. of its right to acquire 3,935 shares of CoolSavings, Inc. Common Stock pursuant to the Warrant (as defined below). If all of such reserved shares of Common Stock were to be issued, Landmark Ventures VII, LLC would beneficially own 75.7% of the total outstanding Common Stock.


Introductory Note

 

This Amendment No. 13 (as defined herein) is being filed by Landmark Communications, Inc. (“Landmark”), Landmark NV-C Ventures Group, Inc. (“NV-C Ventures”), and Landmark Ventures VII, LLC (“Ventures” and, together with Landmark and NV-C Ventures, the “Reporting Persons”) to update the Amended Statement (as defined herein). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Amended Statement.

 

Item 1. Security and Issuer.

 

Item 1 is hereby amended by deleting the first two sentences and inserting the following:

 

This Amendment No. 13 to Schedule 13D (“Amendment No. 13”) relates to shares of Common Stock, with $0.001 par value per share (the “Common Stock”), of CoolSavings, Inc., a Delaware corporation (f/k/a coolsavings.com inc., a Michigan corporation) (the “Issuer”). This amendment amends the initial statement on Schedule 13D filed by Landmark and Ventures on August 9, 2001 (the “Initial Statement”), as amended by Amendment No. 1 to Schedule 13D filed on November 30, 2001, Amendment No. 2 to Schedule 13D filed on December 28, 2001, Amendment No. 3 to Schedule 13D filed on April 19, 2002, Amendment No. 4 to Schedule 13D filed on October 31, 2002, Amendment No. 5 to Schedule 13D filed on December 20, 2002, Amendment No. 6 to Schedule 13D filed on May 21, 2003, Amendment No. 7 to Schedule 13D filed on November 4, 2003, Amendment No. 8 to Schedule 13D filed on November 22, 2004, Amendment No. 9 to Schedule 13D filed on May 17, 2005, Amendment No. 10 to Schedule 13D filed on May 19, 2005, Amendment No. 11 to Schedule 13D filed on September 13, 2005 and Amendment No. 12 to Schedule 13D filed on September 15, 2005 (the “Amended Statement” and, collectively with this Amendment No. 13, the “Statement”).

 

Item 2. Identity and Background.

 

Item 2 is hereby amended and restated in its entirety as follows:

 

(a) Ventures is a Delaware limited liability company and a wholly owned subsidiary of NV-C Ventures; NV-C Ventures is a Nevada corporation and a wholly owned subsidiary of Landmark; and Landmark is a Virginia corporation. Schedule I to this Statement contains the name, residence or business address, and present principal occupation of each of the executive officers and directors of the Reporting Persons.

 

(b) Landmark has its principal office at 150 West Brambleton Avenue, Norfolk, Virginia 23510-2075. Each of NV-C Ventures and Ventures has its principal office at 3228 Channel 8 Drive, Las Vegas, Nevada 89109.

 

(c) Landmark’s principal business consists of (i) newspaper publishing and (ii) serving as a holding company for wholly-owned subsidiaries engaged in newspaper publishing, television broadcasting, cable television programming services and electronic publishing. NV-C Ventures serves as a holding company for 100% of the membership interests of Ventures. Ventures serves as a holding company for investment assets.

 

(d) During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding.

 

(e) During the past five years, none of the Reporting Persons has been a party to any civil proceeding as a result of which it has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

 

(f) Each of the persons listed on Schedule I to this Statement are citizens of the United States of America.

 

5


Item 4. Purpose of Transaction.

 

Item 4 is hereby amended by inserting the following paragraph at the end of Item 4:

 

On September 29, 2005, the Reporting Persons filed a Schedule 13E-3 with the SEC with respect to the Rule 13e-3 transaction involving the Issuer described above in this Statement.

 

Item 5. Interest in Securities of the Issuer.

 

Section (a) of Item 5 is hereby amended and restated in its entirety as follows:

 

(a) Landmark may be deemed to have beneficial ownership over 235,351,295 shares of Common Stock through (i) its ownership of 20,220,456 shares of Common Stock, (ii) its shared voting power and shared dispositive power over the Shares pursuant to the Stock Purchase Agreement, (iii) its ownership of the Warrant (defined below), and (iv) its ownership of and control over Ventures, which owns 183,364,388 shares of Series B Preferred Stock and 10,889,636 shares of Common Stock of the Issuer.

 

NV-C Ventures may be deemed to have beneficial ownership over 194,254,024 shares of Common Stock through its ownership of and control over Ventures, which owns 183,364,388 shares of Series B Preferred Stock and 10,889,636 shares of Common Stock of the Issuer.

 

If (i) Landmark exercised its right to acquire 3,935 shares of Common Stock pursuant to the Warrant, (ii) Ventures exercised its right to convert its shares of Series B Preferred Stock into 183,364,388 shares of Common Stock, and (iii) Landmark were to cause the conversion of the shares of Series C Preferred Stock beneficially owned by Landmark as a result of the execution of the Stock Purchase Agreement into 12,132,976 shares of Common Stock, Landmark, NV-C Ventures and Ventures would beneficially own, for the purposes of Rule 13d-3(d)(1)(i) under the Exchange Act, 94.3%, 77.8% and 77.8%, respectively, of the Issuer. These ownership percentages do not take into account shares of Common Stock that have been reserved for issuance upon (1) the conversion to Common Stock of 619,048 shares of currently outstanding and Series C Preferred Stock not beneficially owned by the Reporting Persons, (2) the exercise of 5,748,361 currently outstanding and exercisable options to purchase Common Stock not beneficially owned by the Reporting Persons, and (3) in the case of Ventures’ ownership percentage, the exercise by Landmark of its right to acquire 3,935 shares of Common Stock pursuant to the Warrant. If such reserved shares of Common Stock were issued in full, Landmark, NV-C Ventures and Ventures would beneficially own 91.9%, 75.7% and 75.7%, respectively, of the total outstanding Common Stock.

 

Except as disclosed in this Item 5(a), as of the date hereof, none of the Reporting Persons beneficially owns, nor, to the best of their knowledge, do any of their directors or executive officers beneficially own, any shares of Common Stock.

 

Section (b) of Item 5 is hereby amended and restated in its entirety as follows:

 

(b) Landmark owns 20,220,456 shares of Common Stock, and Landmark also owns a warrant (the “Warrant”) which entitles it to purchase 3,935 shares of Common Stock from the Issuer. If the Warrant were exercised, Landmark or its transferees would possess the sole power to vote or dispose of such shares of Common Stock. Also as described in Items 3 and 4 and as a result of the execution of the Stock Purchase Agreement, Landmark may be deemed to share voting power and have shared dispositive power over the Shares. Ventures owns 183,364,388 shares of Series B Preferred Stock and 10,889,636 shares of Common Stock, over which the Reporting Persons may be deemed to share voting and/or dispositive power.

 

6


Item 7. Material to Be Filed as Exhibits

 

Item 7 is hereby amended by inserting the following at the end of Item 7:

 

12. Joint Filing Agreement, dated September 29, 2005, by and among the Reporting Persons.

 

7


SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: September 29, 2005   LANDMARK COMMUNICATIONS, INC.
    By:  

/s/ Guy R. Friddell, III


    Name:   Guy R. Friddell, III
    Title:   Executive Vice President and General Counsel
Dated: September 29, 2005   LANDMARK NV-C VENTURES GROUP, INC.
    By:  

/s/ Guy R. Friddell, III


    Name:   Guy R. Friddell, III
    Title:   Vice President
Dated: September 29, 2005   LANDMARK VENTURES VII, LLC
    By:  

/s/ Guy R. Friddell, III


    Name:   Guy R. Friddell, III
    Title:   Vice President

 

8


SCHEDULE I

 

Information with Respect to Executive Officers and Directors of the Reporting Persons

 

The following sets forth as to each of the executive officers and directors of the Reporting Persons: his or her name; his or her business address; and his or her present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Unless otherwise specified, the principal employer of each such individual is Landmark Communications, Inc., the business address of which is 150 W. Brambleton Avenue, Norfolk, Virginia 23510-2075, and each such individual identified below is a citizen of the United States. To the knowledge of the Reporting Persons, during the last five years, no such person has been sentenced in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or she was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws.

 

Landmark Communications, Inc.

 

Name


  

Present Business Address


  

Present Principal Occupation


Directors:          
S. Decker Anstrom   

Landmark Communications, Inc.

150 W. Brambleton Ave.

Norfolk, Virginia 23510-2075

   President & Chief Operating Officer
Richard F. Barry, III   

Landmark Communications, Inc.

150 W. Brambleton Ave.

Norfolk, Virginia 23510-2075

   Vice Chairman
Frank Batten, Jr.   

Landmark Communications, Inc.

150 W. Brambleton Ave.

Norfolk, Virginia 23510-2075

   Chairman of the Board & Chief Executive Officer
Frank Batten   

Landmark Communications, Inc.

150 W. Brambleton Ave.

Norfolk, Virginia 23510-2075

   Chairman of the Executive Committee
Macon F. Brock, Jr.   

Dollar Tree Stores, Inc.

500 Volvo Parkway

Chesapeake, Virginia 23320

   Chairman of the Board, Dollar Tree Stores, Inc.
Frank A. Daniels, Jr.   

1515 Glenwood Avenue

Raleigh, North Carolina 27608

   Retired President of News & Observer Publishing Company
Richard D. Roberts   

1109 South Bay Shore Drive

Virginia Beach, Virginia 23451

   Retired President & CEO, Telecable Corporation
Dorothy N. Batten   

Tall Oaks, Route 22

Keswick, Virginia 22947

   N/A
Howard H. Stevenson   

68 Fayerweather Street

Cambridge, Massachusetts 02138

   Professor, Harvard Graduate School Cambridge, Massachusetts
John O. Wynne   

Landmark Communications, Inc.

150 W. Brambleton Ave.

Norfolk, Virginia 23510-2075

   Retired President & CEO, Landmark Communications, Inc.

 

9


Executive Officers Not Otherwise Listed Above:

 

Guy R. Friddell, III   

Landmark Communications, Inc.

150 W. Brambleton Ave.

Norfolk, Virginia 23510-2075

   Executive Vice President & General Counsel
R. Bruce Bradley   

Landmark Communications, Inc.

150 W. Brambleton Ave.

Norfolk, Virginia 23510-2075

   Executive Vice President & President/Landmark Publishing Group
Lemuel E. Lewis   

Landmark Communications, Inc.

150 W. Brambleton Ave.

Norfolk, Virginia 23510-2075

   Executive Vice President & Chief Financial Officer
Charlie W. Hill   

Landmark Communications, Inc.

150 W. Brambleton Ave.

Norfolk, Virginia 23510-2075

   Executive Vice President/Human Resources

 

Landmark NV-C Ventures Group, Inc.

 

Name


  

Present Business Address


    

Present Principal Occupation


Directors:            
S. Decker Anstrom    See above      See above
Frank Batten, Jr.    See above      See above
Guy R. Friddell, III    See above      See above

 

Executive Officers*:


* This entity acts solely as a holding company and as such is not under the operation of executive officers.

 

Landmark Ventures VII, LLC

 

Name


  

Present Business Address


    

Present Principal Occupation


Directors:            
S. Decker Anstrom    See above      See above
Frank Batten, Jr.    See above      See above
Guy R. Friddell, III    See above      See above

 

Executive Officers*:


* This entity acts solely as a holding company and as such is not under the operation of executive officers.

 

10


EXHIBIT 1

 

Joint Filing Agreement

 

The undersigned hereby agree that this Statement with respect to the common stock of CoolSavings, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

Dated: September 29, 2005   LANDMARK COMMUNICATIONS, INC.
    By:  

/s/ Guy R. Friddell, III


    Name:   Guy R. Friddell, III
    Title:   Executive Vice President and
        General Counsel
Dated: September 29, 2005   LANDMARK NV-C VENTURES GROUP, INC.
    By:  

/s/ Guy R. Friddell, III


    Name:   Guy R. Friddell, III
    Title:   Vice President
Dated: September 29, 2005   LANDMARK VENTURES VII, LLC
    By:  

/s/ Guy R. Friddell, III


    Name:   Guy R. Friddell, III
    Title:   Vice President

 

11

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