-----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, LrMbQXKJvAkgVYlEs70h5Gg9+Sa/b1Asyhox8xH3TqTUKL21tBOSTfv0KFbPSDua irLQ7YxLBlLy+7XCO8oPdA== 0001178913-08-002313.txt : 20080828 0001178913-08-002313.hdr.sgml : 20080828 20080828092843 ACCESSION NUMBER: 0001178913-08-002313 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080828 DATE AS OF CHANGE: 20080828 GROUP MEMBERS: NICHSEI ARKIN LTD. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Arkin Moshe CENTRAL INDEX KEY: 0001321178 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 269-673-7981 MAIL ADDRESS: STREET 1: C/O PERRIGO, 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PERRIGO CO CENTRAL INDEX KEY: 0000820096 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 382799573 STATE OF INCORPORATION: MI FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41985 FILM NUMBER: 081043625 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 6166738451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 SC 13D/A 1 zk85760.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) PERRIGO COMPANY ------------------------------------------------------- (Name of Issuer) COMMON STOCK, WITHOUT PAR VALUE ------------------------------------------------------- (Title of Class of Securities) 714290103 ------------------------------------------------------- (CUSIP Number) Moshe Arkin c/o Perrigo Israel Pharmaceuticals Ltd. 29 Lehi Street, B'nei-Brak 51200, Israel Telephone: 972-3-577-3690 ------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 25, 2008 ------------------------------------------------------- (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), Rule 13d-1(f) or Rule 13d-1(g), check the following box [_]. 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 ("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). - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Moshe Arkin - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 9,126,273 Shares NUMBER OF -------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY None OWNED BY -------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 9,126,273 Shares PERSON -------------------------------------------------------- WITH 10. SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,126,273 Shares - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.9% (Based on 93,166,791 outstanding shares) - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 2 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nichsei Arkin Ltd. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 9,075,449 Shares NUMBER OF -------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY None OWNED BY -------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 9,075,449 Shares PERSON -------------------------------------------------------- WITH 10. SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,075,449 Shares - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.9% (Based on 93,166,791 outstanding shares) - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 3 The Schedule 13D filed on March 25, 2005 relating to shares of common stock, without par value (the "Perrigo Shares") of Perrigo Company, a Michigan company ("Perrigo"), is hereby amended as set forth below by this Amendment No. 1 (this "Statement") in connection, among others, with the sale of shares by Moshe Arkin and Nichsei Arkin Ltd. ITEM 1. SECURITY AND ISSUER. Item 1 is hereby amended and restated in its entirety as follows: This Statement relates to the shares of common stock, without par value of Perrigo. The principal executive offices of Perrigo are located at 515 Eastern Avenue, Allegan, Michigan 49010. ITEM 2. IDENTITY AND BACKGROUND. Item 2 of Schedule 13D is hereby amended and restated as follows: (a) - (c), (f) This Statement is filed by Moshe Arkin, an individual who is a citizen of the State of Israel ("Arkin"), and Nichsei Arkin Ltd., an Israeli company controlled by Arkin ("Nichsei"). Arkin's and Nichsei's principal business address is 29 Lehi Street, B'nei-Brak 51200, Israel. Arkin is the sole director and executive officer of Nichsei. His present principal business occupation is serving as a consultant to Perrigo. (d) - (e) During the last five years, neither Arkin or Nichsei has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding violations with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 of Schedule 13D is hereby amended by adding the following paragraph at the end thereof: Arkin and Nichsei acquired 10,022,092 Perrigo Shares as a result of a Merger described and defined in the Schedule 13D filed March 25, 2005. Since acquiring these Perrigo Shares, Arkin has received employee stock options, a restricted stock award, and restricted stock units in connection with his position as Vice Chairman of Perrigo, 50,824 of which are currently exercisable. Arkin did not pay additional consideration in connection with the acquisition of these employee stock options, restricted stock award, and restricted stock units. In addition, since acquisition of the Perrigo Shares as a result of the Merger, Arkin and Nichsei have sold 946,643 of these shares. ITEM 4. PURPOSE OF TRANSACTION. Item 3 of Schedule 13D is hereby amended by adding the following paragraphs at the end thereof: Arkin resigned as Vice Chairman and General Manager, Perrigo Global Generics and Active Pharmaceutical Ingredients, on March 17, 2008. Other than as previously reported and as set forth herein, neither Arkin nor Nichsei has any present plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. 4 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 of Schedule 13D is hereby amended and restated as follows: (a) As of August 26, 2008, as a result of Arkin's control over Nichsei, Arkin is the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of 9,126,273 Perrigo Shares held of record by Arkin and Nichsei, which represent approximately 8.9% of the total outstanding Perrigo Shares (based on the number of Perrigo Shares disclosed as outstanding on Form 10-K filed by Perrigo on August 18, 2008). Of these, Nichsei is the record holder of 9,075,449 Perrigo Shares, and Arkin is the beneficial holder of 50,824 Perrigo Shares that he has a right to acquire based on various employee stock option grants and a restricted stock award currently exercisable. (b) As a result of Arkin's control over Nichsei, Arkin has the sole power to direct the vote and the sole power to direct the disposition of 9,126,273 Perrigo Shares. Of these, Nichsei is the record holder of 9,075,449 Perrigo Shares and Arkin is the beneficial holder of 50,824 Perrigo Shares that he has a right to acquire based on various employee stock option grants and a restricted stock award currently exercisable. (c)During the sixty (60) days on or prior to August 26, 2008, the below listed transactions in Perrigo Shares, or securities convertible into, exercisable for, or exchangeable for Perrigo Shares, were consummated by the persons referenced in Item 2 (each of which were sales effected in ordinary brokerage transactions): NUMBER OF SALE PRICE DATE OF SALE SHARES SOLD SECURITY TYPE PER SHARE ($) - ------------ ------- --------------- ------- 8/20/2008 14,600 Ordinary Shares $35.500 600 Ordinary Shares $35.510 2,400 Ordinary Shares $35.530 1,100 Ordinary Shares $35.540 17,434 Ordinary Shares $35.550 200 Ordinary Shares $35.560 200 Ordinary Shares $35.570 3,079 Ordinary Shares $35.580 1,100 Ordinary Shares $35.590 1,000 Ordinary Shares $35.600 300 Ordinary Shares $35.610 200 Ordinary Shares $35.620 900 Ordinary Shares $35.630 8/21/2008 14,400 Ordinary Shares $35.500 5 NUMBER OF SALE PRICE DATE OF SALE SHARES SOLD SECURITY TYPE PER SHARE ($) - ------------ ------- --------------- ------- 1,476 Ordinary Shares $35.510 200 Ordinary Shares $35.513 1,600 Ordinary Shares $35.520 724 Ordinary Shares $35.530 1,858 Ordinary Shares $35.540 1,821 Ordinary Shares $35.550 100 Ordinary Shares $35.555 2,843 Ordinary Shares $35.560 100 Ordinary Shares $35.565 2,578 Ordinary Shares $35.570 6,600 Ordinary Shares $35.580 2,376 Ordinary Shares $35.590 5,171 Ordinary Shares $35.600 3,968 Ordinary Shares $35.610 4,245 Ordinary Shares $35.620 7,502 Ordinary Shares $35.630 6,477 Ordinary Shares $35.640 1,000 Ordinary Shares $35.645 6,538 Ordinary Shares $35.650 3,800 Ordinary Shares $35.660 2,578 Ordinary Shares $35.670 4,110 Ordinary Shares $35.680 1,936 Ordinary Shares $35.690 5,564 Ordinary Shares $35.700 2,721 Ordinary Shares $35.710 2,801 Ordinary Shares $35.720 1,700 Ordinary Shares $35.730 3,500 Ordinary Shares $35.735 3,280 Ordinary Shares $35.740 500 Ordinary Shares $35.745 4,010 Ordinary Shares $35.750 1,925 Ordinary Shares $35.760 2,425 Ordinary Shares $35.770 3,668 Ordinary Shares $35.780 8,576 Ordinary Shares $35.790 1,000 Ordinary Shares $35.795 19,305 Ordinary Shares $35.800 6,798 Ordinary Shares $35.810 2,603 Ordinary Shares $35.820 4,262 Ordinary Shares $35.830 773 Ordinary Shares $35.840 3,223 Ordinary Shares $35.850 6 NUMBER OF SALE PRICE DATE OF SALE SHARES SOLD SECURITY TYPE PER SHARE ($) - ------------ ------- --------------- ------- 2,928 Ordinary Shares $35.860 2,660 Ordinary Shares $35.870 1,400 Ordinary Shares $35.875 2,570 Ordinary Shares $35.880 4,971 Ordinary Shares $35.890 7,500 Ordinary Shares $35.900 6,916 Ordinary Shares $35.910 3,500 Ordinary Shares $35.915 2,400 Ordinary Shares $35.920 4,100 Ordinary Shares $35.930 6,200 Ordinary Shares $35.940 2,200 Ordinary Shares $35.945 7,720 Ordinary Shares $35.950 4,414 Ordinary Shares $35.960 700 Ordinary Shares $35.965 4,100 Ordinary Shares $35.968 4,193 Ordinary Shares $35.970 5,700 Ordinary Shares $35.980 600 Ordinary Shares $35.985 6,800 Ordinary Shares $35.990 7,035 Ordinary Shares $36.000 3,865 Ordinary Shares $36.010 780 Ordinary Shares $36.020 1,000 Ordinary Shares $36.030 8/22/2008 1,300 Ordinary Shares $36.0646 300 Ordinary Shares $36.083 8,000 Ordinary Shares $36.085 400 Ordinary Shares $36.090 600 Ordinary Shares $36.130 500 Ordinary Shares $36.132 400 Ordinary Shares $36.140 8,000 Ordinary Shares $36.145 500 Ordinary Shares $36.150 100 Ordinary Shares $36.220 4,900 Ordinary Shares $36.295 800 Ordinary Shares $36.305 400 Ordinary Shares $36.315 1,500 Ordinary Shares $36.320 200 Ordinary Shares $36.325 200 Ordinary Shares $36.335 1,300 Ordinary Shares $36.349 200 Ordinary Shares $36.350 7 NUMBER OF SALE PRICE DATE OF SALE SHARES SOLD SECURITY TYPE PER SHARE ($) - ------------ ------- --------------- ------- 3,400 Ordinary Shares $36.360 200 Ordinary Shares $36.365 2,500 Ordinary Shares $36.370 3,300 Ordinary Shares $36.400 200 Ordinary Shares $36.405 200 Ordinary Shares $36.410 2,000 Ordinary Shares $36.412 300 Ordinary Shares $36.418 600 Ordinary Shares $36.420 300 Ordinary Shares $36.422 3,700 Ordinary Shares $36.430 900 Ordinary Shares $36.437 600 Ordinary Shares $36.438 3,500 Ordinary Shares $36.440 3,700 Ordinary Shares $36.449 9,000 Ordinary Shares $36.450 300 Ordinary Shares $36.453 2,000 Ordinary Shares $36.460 4,200 Ordinary Shares $36.470 3,600 Ordinary Shares $36.480 600 Ordinary Shares $36.485 8,000 Ordinary Shares $36.490 200 Ordinary Shares $36.496 7,100 Ordinary Shares $36.500 1,700 Ordinary Shares $36.510 900 Ordinary Shares $36.540 5,650 Ordinary Shares $36.550 1,550 Ordinary Shares $36.560 200 Ordinary Shares $36.650 8/25/2008 12,508 Ordinary Shares $36.000 500 Ordinary Shares $36.002 300 Ordinary Shares $36.010 285 Ordinary Shares $36.020 300 Ordinary Shares $36.033 100 Ordinary Shares $36.040 400 Ordinary Shares $36.200 400 Ordinary Shares $36.210 900 Ordinary Shares $36.220 600 Ordinary Shares $36.223 300 Ordinary Shares $36.230 600 Ordinary Shares $36.240 700 Ordinary Shares $36.250 8 (d) Not applicable (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 of Schedule 13D is hereby amended and restated as follows: Other than as previously reported and as set forth in Item 4, above, there are no present contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other person, with respect to the securities of Perrigo, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 of Schedule 13D is hereby amended by adding the following: 24.1 Power of Attorney of Moshe Arkin as Chairman of Nichsei Arkin Ltd., dated August 12, 2008. 24.2 Power of Attorney of Moshe Arkin, dated August 12, 2008. 9 After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: August 28, 2008 NICHSEI ARKIN LTD. By: /s/ Menachem Inbar ---------------------- Menachem Inbar* Attorney-in-fact for Moshe Arkin, Chairman of Nichsei Arkin Ltd. MOSHE ARKIN By: /s/ Menachem Inbar ---------------------- Menachem Inbar** Attorney-in-fact - -------------------- * Duly authorized under Special Power of Attorney appointing Menachem Inbar attorney-in-fact, dated August 12, 2008 by and on behalf of Moshe Arkin as Chairman of Nichsei Arkin Ltd., attached hereto as Exhibit 24.1. ** Duly authorized under Special Power of Attorney appointing Menachem Inbar attorney-in-fact, dated August 12, 2008 by and on behalf of Moshe Arkin, attached hereto as Exhibit 24.2. 10 INDEX TO EXHIBITS Exhibit Number Document - ------ -------- A Agreement and Plan of Merger, dated November 14, 2004, by and among Perrigo Company, Perrigo Israel Opportunities Ltd. and Agis Industries (1983) Ltd. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Perrigo Company on November 18, 2004). B Lock-up Agreement, dated November 14, 2004, by and among Perrigo Company, Perrigo Israel Opportunities Ltd. and Moshe Arkin (incorporated herein by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by Perrigo Company on November 18, 2004). C Registration Rights Agreement, dated November 14, 2004, by and between Perrigo Company and Moshe Arkin (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Perrigo Company on November 18, 2004). D Nominating Agreement, dated November 14, 2004, by and between Perrigo Company and Moshe Arkin (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Perrigo Company on November 18, 2004). E Employment Agreement, dated November 14, 2004, by and among Perrigo Company, Agis Industries (1983) Ltd. and Moshe Arkin (incorporated herein by reference to Exhibit 99.6 to the Registration Statement on Form S-4 filed by Perrigo Company on February 11, 2005). F Joint Filing Agreement, dated March 25, 2005, between Moshe Arkin and Nichsei Arkin Ltd. (incorporated herein by reference to Exhibit 99 to the Schedule 13D filed by Moshe Arkin and Nichsei Arkin Ltd. on March 25, 2005). 24.1 Power of Attorney of Moshe Arkin as Chairman of Nichsei Arkin Ltd., dated August 12, 2008. 24.2 Power of Attorney of Moshe Arkin, dated August 12, 2008. 11 EXHIBIT 24.1 SPECIAL POWER OF ATTORNEY The undersigned, as Chairman of Nichsei Arkin Ltd., does hereby make, constitute and appoint Menachem Inbar as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file Schedule 13D (including any amendments thereto) with respect to the securities of Perrigo Company, a Michigan corporation (the "Company"), with the United States Securities and Exchange Commission, any securities exchanges and the Company, as considered necessary or advisable under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"); (2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and (3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (1) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; (2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) such attorney-in-fact does not assume (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, or (ii) any liability of the undersigned for any failure to comply with such requirements; and (4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 13(d) of the Exchange Act. The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12 day of August, 2008. /s/ Moshe Arkin --------------- Moshe Arkin as Chairman of Nichsei Arkin Ltd. 2 EXHIBIT 24.2 SPECIAL POWER OF ATTORNEY The undersigned does hereby make, constitute and appoint Menachem Inbar as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file Schedule 13D (including any amendments thereto) with respect to the securities of Perrigo Company, a Michigan corporation (the "Company"), with the United States Securities and Exchange Commission, any securities exchanges and the Company, as considered necessary or advisable under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"); (2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and (3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (1) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; (2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) such attorney-in-fact does not assume (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, or (ii) any liability of the undersigned for any failure to comply with such requirements; and (4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 13(d) of the Exchange Act. The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12th day of August, 2008. /s/ Moshe Arkin --------------- Moshe Arkin 2 -----END PRIVACY-ENHANCED MESSAGE-----