-----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, Ag7+UAbsaYvRTZhImr1BcYOpAZGkWNE6WiEJKWqB9BNbh1hFR3KBwc13ak17rqfS LRCw8fM8JtOqdoou0nbGDQ== 0001104659-08-018152.txt : 20080318 0001104659-08-018152.hdr.sgml : 20080318 20080318060448 ACCESSION NUMBER: 0001104659-08-018152 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20080318 DATE AS OF CHANGE: 20080318 GROUP MEMBERS: ALEXANDER R. SLUSKY GROUP MEMBERS: VECTOR CAPITAL PARTNERS III, L.L.C. GROUP MEMBERS: VECTOR ENTREPRENEUR FUND III, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAPTARIS INC CENTRAL INDEX KEY: 0000931784 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 911190085 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43497 FILM NUMBER: 08694823 BUSINESS ADDRESS: STREET 1: 10885 NE 4TH ST. #400 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4254556000 MAIL ADDRESS: STREET 1: 10885 NE 4TH ST. #400 CITY: BELLEVUE STATE: WA ZIP: 98004 FORMER COMPANY: FORMER CONFORMED NAME: AVT CORP DATE OF NAME CHANGE: 19980811 FORMER COMPANY: FORMER CONFORMED NAME: APPLIED VOICE TECHNOLOGY INC /WA/ DATE OF NAME CHANGE: 19941021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Vector Capital III, L.P. CENTRAL INDEX KEY: 0001357213 IRS NUMBER: 870729513 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 456 MONTGOMERY STREET STREET 2: 19TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: (415) 293-5000 MAIL ADDRESS: STREET 1: 456 MONTGOMERY STREET STREET 2: 19TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13D/A 1 a08-8441_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

CAPTARIS, INC.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

14071N104

(CUSIP Number)

Vector Capital III, L.P.
Vector Entrepreneur Fund III, L.P.

Vector Capital Partners III, L.L.C.

Alexander R. Slusky
c/o Vector Capital Corporation
456 Montgomery Street, 19^th Floor
San Francisco, CA 94104
Telephone: (415) 293-5000
Attn: Alexander R. Slusky

with a copy to:

Michael J. Kennedy/Steve L. Camahort
O’Melveny & Myers LLP
275 Battery Street, Suite 2600
San Francisco, CA 94111

Telephone: (415) 984-8700

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

March 17, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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. 14071N104

	1.	Names of Reporting Persons Vector Capital III, L.P. I.R.S. Identification Nos. of above persons (entities only): 87-0729513

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	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 2,582,361 shares of Common Stock

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 2,582,361 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,582,361

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.802%(1)

	14.	Type of Reporting Person (See Instructions) PN

(1) Based on 26,345,044 shares of the issuer outstanding on February 29, 2008 per the Form 10-K filed by the issuer on March 17, 2008.

CUSIP No. 14071N104

	1.	Names of Reporting Persons Vector Entrepreneur Fund III, L.P. I.R.S. Identification Nos. of above persons (entities only): 71-1004492

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	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 107,599 shares of Common Stock

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 107,599 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 107,599 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.408%(2)

	14.	Type of Reporting Person (See Instructions) PN

(2) Based on 26,345,044 shares of the issuer outstanding on February 29, 2008 per the Form 10-K filed by the issuer on March 17, 2008.

CUSIP No. 14071N104

	1.	Names of Reporting Persons Vector Capital Partners III, L.L.C. I.R.S. Identification Nos. of above persons (entities only): 20-2659379

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	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 2,689,960 shares of Common Stock

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 2,689,960 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,689,960 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 10.210%(3)

	14.	Type of Reporting Person (See Instructions) OO

(3) Based on 26,345,044 shares of the issuer outstanding on February 29, 2008 per the Form 10-K filed by the issuer on March 17, 2008.

CUSIP No. 14071N104

	1.	Names of Reporting Persons Alexander R. Slusky I.R.S. Identification Nos. of above persons (entities only): Not applicable

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 2,689,960 shares of Common Stock

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 2,689,960 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,689,960 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 10.210%(4)

	14.	Type of Reporting Person (See Instructions) IN

(4) Based on 26,345,044 shares of the issuer outstanding on February 29, 2008 per the Form 10-K filed by the issuer on March 17, 2008.

This Amendment No. 3 (this “Amendment No. 3”) to the Schedule 13D filed with the Securities and Exchange Commission on behalf of Vector Capital III, L.P., a Delaware limited partnership (“VC III”), Vector Entrepreneur Fund III, L.P., a Delaware limited partnership (“Entrepreneur Fund”), Vector Capital Partners III, L.L.C., a Delaware limited liability company (“VCP III” and, together with VC III and Entrepreneur Fund, “Vector”) and Alexander R. Slusky, an individual (“Mr. Slusky” and, together with Vector, the “Reporting Persons”) on August 20, 2007, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons on September 13, 2007 and Amendment No. 2 to Schedule 13D filed by the Reporting Persons on January 25, 2008 (together, the “Schedule 13D”) is being filed pursuant to Rule 13d-2 of the Securities Exchange Act, as amended, on behalf of the Reporting Persons to amend certain information previously reported by the Reporting Persons in the Schedule 13D by adding the information set forth below to the items indicated. Unless otherwise stated herein, all capitalized terms used in this Amendment No. 3 have the same meanings as those set forth in the Schedule 13D.

Item 4.

Purpose of Transaction

Item 4 is hereby amended and supplemented to add the following:

On March 17, 2008, the Company issued a press release announcing its intent to evaluate its strategic alternatives to enhance shareholder value. In response, on March 17, 2008, VCC issued a press release announcing its proposal to acquire the Company for $4.75 per share in cash. The proposal was communicated on March 17, 2008 in a letter from VCC to the Company’s Board of Directors. The letter from VCC to the Company’s Board of Directors is attached hereto as Exhibit 3 and incorporated herein by reference. The VCC press release announcing the proposal is attached hereto as Exhibit 4 and incorporated herein by reference. The descriptions of the letter from VCC to the Company’s Board of Directors and the VCC press release are qualified in their entirety by reference to Exhibit 3 and Exhibit 4.

Item 7.

Material to be Filed as Exhibits

Item 7 is hereby amended and supplemented to add the following:

3 Letter from Vector Capital Corporation to the Board of Directors of Captaris, Inc., dated March 17, 2008.

4 Press Release, dated March 17, 2008.

SIGNATURE

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

Dated: March 18, 2008
	VECTOR CAPITAL III, L.P.
	By: Vector Capital Partners III, L.L.C., its General Partner

	By:	/s/ Alexander R. Slusky
	Name: Alexander R. Slusky
	Title: Managing Member


	VECTOR ENTREPRENEUR FUND III, L.P.
	By: Vector Capital Partners III, L.L.C., its General Partner

	By:	/s/ Alexander R. Slusky
	Name: Alexander R. Slusky
	Title: Managing Member


	VECTOR CAPITAL PARTNERS III, L.L.C.

	By:	/s/ Alexander R. Slusky
	Name: Alexander R. Slusky
	Title: Managing Member

	ALEXANDER R. SLUSKY

	/s/ Alexander R. Slusky
	Alexander R. Slusky

INDEX TO EXHIBITS

Exhibit Number		Document

1		Joint Filing Agreement dated August 20, 2007, by and among Vector Capital III, L.P., Vector Entrepreneur Fund III, L.P., Vector Capital Partners III, L.L.C. and Alexander R. Slusky. (Incorporated by reference to Exhibit 1 to the Reporting Persons’ Schedule 13D filed with the Securities and Exchange Commission on August 20, 2007).

2		Confidentiality/Non-Disclosure Agreement by and between Vector Capital Corporation and Captaris, Inc., dated September 12, 2007. (Incorporated by reference to Exhibit 2 to the Reporting Persons’ Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission on September 13, 2007).

3		Letter from Vector Capital Corporation to the Board of Directors of Captaris, Inc., dated March 17, 2008.

4		Press Release, dated March 17, 2008.

EX-3 2 a08-8441_1ex3.htm EX-3

EXHIBIT 3

March 17, 2008

The Board of Directors

c/o Bruce L. Crockett

Non-Executive Chairman of the Board

Captaris, Inc.

10885 NE 4th Street, Suite 400

Bellevue, WA 98004

Dear Members of the Board of Directors:

We are delighted by the board’s announcement to explore strategic alternatives for Captaris, Inc. (the “Company”). This announcement is long overdue. As Captaris’ largest shareholder with an ownership of 10.2%, Vector Capital (“Vector”) is focused on ensuring that your strategic exploration actually results in a speedy sale of the Company at a premium value.

We are, however, quite fearful that you are embarking on this process without the true commitment to complete it expeditiously. The Company has been “in play” for a long time, has already contacted many potential acquirers, and has throughout this process been represented by Credit Suisse, one of the nation’s most capable investment banks. Your announcement merely acknowledges a process that has continued for many months.

Hiring another capable investment bank, RBC Capital Markets, to replace Credit Suisse and conduct another strategic review comes across as a delaying tactic. Your decision also imposes significant additional costs on the shareholders. You will likely have to compensate both banks for their services — a highly unusual step when selling a company with a $100 million market value.

Despite our repeated requests, you have refused to share with us the timeline you intend to pursue. It is entirely unclear whether you intend to take weeks or many more months or whether you are even serious in your endeavor. Given your history of delays and broken promises, we are understandably wary of the depth of the Company’s commitment to its sale.

To bring about a necessary conclusion of your strategic review, we would like to put forward Vector’s proposal to acquire all the outstanding common stock of Captaris for

$4.75 per share in cash. Our proposal represents an approximate 36.1% premium above the closing price of Captaris stock of $3.49 on March 14, 2008.

In addition, we would provide the Company with a “go-shop” right, giving the board 30 days after the announcement of the transaction to solicit offers from other interested parties. Because we are focused on maximizing shareholder value, we will also waive any and all rights to a break-up fee and seek only the reimbursement of our out-of-pocket expenses in the event the board accepts a superior competing offer during the “go-shop” period.

While our offer is subject to customary closing conditions and extremely limited confirmatory due diligence, it is not subject to any financing conditions. Our proposal, including the “go-shop” and break-up fee concessions, is contingent on the Company entering into a definitive agreement with Vector prior to April 4, 2008.

Since September 12, 2007, when we entered into a non-disclosure and standstill agreement with the goal of exploring a transaction, we have tried to engage with you in a constructive confidential dialogue regarding a potential all-cash acquisition of the Company. We have, on multiple occasions, offered you a proposal to acquire the Company and have presented to you a detailed action plan to sign a definitive agreement within 10 business days. We have also proposed multiple frameworks to give you a finite amount of time to continue to explore alternatives to our offer. Your apparent desire to indefinitely continue your review of strategic alternatives fails to exhibit the necessary urgency to deliver shareholder value.

Most importantly, during this period of delay, the stock price has lost 35.6% of its value dropping from $5.42 on September 12, 2007, to $3.49 on March 14, 2008. We have watched with dismay not only the reduction in the stock price of the Company but also the deterioration in the Company’s intrinsic value. Poor decisions regarding the sale of the Company have been compounded by poor decisions about acquisitions, use of cash, product priorities and sales strategy. Even a few more months on the current path risks additional permanent damage to Captaris’ prospects and market value.

It is imperative that the Company be sold now and further erosion to shareholder value be prevented. The proposal outlined above adheres to a clear timeline, provides shareholders with a price no less than $4.75, and allows the board the opportunity to seek a higher price. Our offer is compelling and provides Captaris shareholders an immediate and certain path to a premium, all-cash transaction that will eliminate future market risk as well as the risk of future value destruction.

As you know, Vector has a well-established history of working constructively — and quietly — with management teams in the technology sector to maximize value for all stakeholders. It is extremely rare for Vector to speak outside the confines of the boardroom. We value both the insight and input of management and board members

when discussing strategic alternatives. We chose to make this offer public because of our belief that rapid action is necessary to protect shareholder value.

Again, it is our strong preference to work together immediately to negotiate a definitive merger agreement. Vector, along with our legal counsel, O’Melveny & Myers LLP and Wilson Sonsini Goodrich & Rosati, are available immediately to discuss the terms of our proposal and to negotiate a definitive agreement with the Company.

We look forward to discussing the above with you at your earliest convenience. If we do not hear favorably from you by 5 p.m. PDT on March 21, 2008, we will assume you have no interest in pursuing our proposal.

This letter is not intended to create or reflect any legally binding obligation by us regarding the proposed transaction and no such obligation shall arise unless and until a mutually acceptable definitive agreement is executed.

Sincerely,

VECTOR CAPITAL CORPORATION

Amish Mehta

Authorized Signatory

EX-4 3 a08-8441_1ex4.htm EX-4

EXHIBIT 4

FOR IMMEDIATE RELEASE

VECTOR CAPITAL PROPOSES ACQUISITION OF CAPTARIS

FOR $4.75 PER SHARE

- Offer Represents a 36.1% Premium to Stock Price -

SAN FRANCISCO — MARCH 17, 2008 — Vector Capital, a leading private equity firm specializing in spinouts, buyouts and recapitalizations of established technology businesses, today announced that it has made a proposal to the Board of Directors of Captaris, Inc. (NASDAQ: CAPA) to acquire all the outstanding common stock of Captaris for $4.75 per share. This proposal represents an approximate 36.1% premium above the closing price of Captaris stock of $3.49 on March 14, 2008.

The full text of the letter that Vector Capital sent to Captaris’ Board of Directors can be found below:

The Board of Directors

c/o Bruce L. Crockett

Non-Executive Chairman of the Board

Captaris, Inc.

10885 NE 4th Street, Suite 400

Bellevue, WA 98004

Dear Members of the Board of Directors:

Despite our repeated requests, you have refused to share with us the timeline you intend to pursue. It is entirely unclear whether you intend to take weeks or many more months or whether

you are even serious in your endeavor. Given your history of delays and broken promises, we are understandably wary of the depth of the Company’s commitment to its sale.

To bring about a necessary conclusion of your strategic review, we would like to put forward Vector’s proposal to acquire all the outstanding common stock of Captaris for $4.75 per share in cash. Our proposal represents an approximate 36.1% premium above the closing price of Captaris stock of $3.49 on March 14, 2008.

insight and input of management and board members when discussing strategic alternatives. We chose to make this offer public because of our belief that rapid action is necessary to protect shareholder value.

Sincerely,

VECTOR CAPITAL CORPORATION

Amish Mehta

Authorized Signatory

About Vector Capital

Vector Capital is a leading private equity firm specializing in spinouts, buyouts and recapitalizations of established technology businesses. Vector identifies and pursues these complex investments in both the private and public markets. Vector actively partners with management teams to devise and execute new financial and business strategies that materially improve the competitive standing of these businesses and enhance their value for employees, customers and shareholders. Among Vector’s notable investments are LANDesk Software, Savi Technology, SafeNet, Corel Corporation (NASDAQ: CREL), Precise Software Solutions, Printronix, Register.com, Tripos, WinZip and Watchguard Technologies. For more information, visit www.vectorcapital.com.

Contact

Brunswick Group

Mike Buckley, 415-293-8461

Erin Becker, 212-333-3810

GRAPHIC 4 g84411kei001.gif GRAPHIC begin 644 g84411kei001.gif M1TE&.#EAS`!O`'<`,2'^&E-O9G1W87)E.B!-:6-R;W-O9G0@3V9F:6-E`"'Y M!`$`````+`````#+`&X`AP``````````,P``9@``F0``S```_P`S```S,P`S M9@`SF0`SS``S_P!F``!F,P!F9@!FF0!FS`!F_P"9``"9,P"99@"9F0"9S`"9 M_P#,``#,,P#,9@#,F0#,S`#,_P#_``#_,P#_9@#_F0#_S`#__S,``#,`,S,` M9C,`F3,`S#,`_S,S`#,S,S,S9C,SF3,SS#,S_S-F`#-F,S-F9C-FF3-FS#-F M_S.9`#.9,S.99C.9F3.9S#.9_S/,`#/,,S/,9C/,F3/,S#/,_S/_`#/_,S/_ M9C/_F3/_S#/__V8``&8`,V8`9F8`F68`S&8`_V8S`&8S,V8S9F8SF68SS&8S M_V9F`&9F,V9F9F9FF69FS&9F_V:9`&:9,V:99F:9F6:9S&:9_V;,`&;,,V;, M9F;,F6;,S&;,_V;_`&;_,V;_9F;_F6;_S&;__YD``)D`,YD`9ID`F9D`S)D` M_YDS`)DS,YDS9IDSF9DSS)DS_YEF`)EF,YEF9IEFF9EFS)EF_YF9`)F9,YF9 M9IF9F9F9S)F9_YG,`)G,,YG,9IG,F9G,S)G,_YG_`)G_,YG_9IG_F9G_S)G_ M_\P``,P`,\P`9LP`F/($.*'$FRI,F3&+\D0LFRI4N7M"`D>$FSILV)'`DF@J"` MAL!H-X,*'5KPBP(%$7P27%I# M0:NN:-/BS*H`@BNU<.-BNX9P;(2V"N3JW8O-ZEV5>?D*=DCW;*MKAQ-C2XP8 M\>+&B@U#?BSY+"ML3Y5B&3AKL&>$T5J)'BT:,6G2BT^K7HT:"U8%*S_+7AC9 ML6'*N&M7SKWX\4ZD$+#EG$V$&G3ADN/AHR\^?+GI6G1@!`A@:+BV`<6[KW[ MMF[>W;DC__:KX,O9[-E9)V:=6CWKT#%YFJ6+/KUMV^*[W]?O'=OTME[T5A]V MSHG6GG.0*:?@>JW,,EI6P1DX8''A\9<;?A:V,E8-UMTV(7'7=!;97."5N)UW M=)&WPS6TG/?A;*SLQ]V%&>[G6`)W09`(8@Z^*)L7BD"7'(/,"5G@65ZT!8$7 M"?KHV35&S3ABC?V-^!M/V+#2HH!."C9(>>TMJ%J8[HGFRE@$=)*:*5UZ5E; M5>9'XYR)6<73#I4YYB9?U[B2``W7('?@GHW*MZ8I,K@@Y9IFB1>/*50JTJ!I]G';:%U92QO]JJ91VP39K MJW&%>-AT7X0VJ'*%FC:+:='8*1:QT.$*UXFT)`#!E'1BF"4V.+:UTG;3955*FQQ>-4#+[L%=,3I:3+"%.QJ9C&(FWXYELDKQ M5/3Z^2R\N'G!4Z8-&];CR%0A%IIIV!@5%8*&FLJ6JOZN![-4)TK)4ZBRSAC- M#E#-VM_/3:EWS9<1HDMF:,;20.IR3$N%K7\L4XH7!(.4^%W63!6\9FI'J1?>?IA<37M+CAW'ZJ MP"#7&/OL@AHOV&CT-&5N6>X=ZA(X0501S*;OP*(DJ!EB#)H`EG1Z!4K!N*O?DZS2E3H MYS0+HB1_D>E1\JCT/]QX\(0H3*$*5\C"%KKPA3",H0QG2$/"/,1^"<$A0G08 ME.$0Q(<#`:)"_X0X$J`8!(<\K*%GB*B0))[$B1BA"Q)))!`H$D=#7L#"6PR2 M"!I\(7E]\:(7O_#%+^R`C`5QQ1?D0P,:;+$O.B@C&<=81C<2Y(L'C(U.SDA' M+WSAC0Q)A%&.0@,O,!$;7O#B&?5(D$+.D8PJT8Y`I&/&L"%2CIA4Y%8$X@H_ M?G$S!Q%C@'*XF)7YA%5G>4UPL.&:IZPL,XT\"NR0DH"MJ,R5N,Q1;$SVE!Q- MKI&OS%%;$@!(@GQ%('B9975B8\2!5&M@!.F,]6:9E5I"ZE5M40I;7AG,O!@Q M$=6JSA8[(Y!9K&PF##G@062I%*/([VO9'(@[MTD=!03(G5]3)5Y6DO^H=Z[L M-7=4$CV7J1!,Y5,FC!3((.1GKG5N4TDYRLFIH.FQ9.HS*XW,$59&61"!-L0H M90GB)/1>"G"I'\L3+ M=0;RG^LA!&EIBF5B"9+/N\358VX;2"O:.3%0KZU120I2$.(?J*R'DI-9? M"E)6="(2=F&CRW`XHE-K8:.93\$JB:#TE-C_2#%1HXUE6KG6%DO.9:)@VJOY MVL(1Q M4H/`\F2PH<2+#YMU%*/B57X)O1)=_?.:MPKVAYQ%B)+*%O3PRB M3IW@)6Q_58!LQXNE@R`V.'B9+V17R9#6NF4@\AV(25U;Q8+4\V0ZH44B@.A4 MW8F,/`G%9TXLG-R*EO<@U7IQAT<\XHP.^$M]1>4_1?J%'$6%NHUSUH`+0A>H M^`RLS?+DAZ(JS8P%J%KEDQ/YI1F> M\@%.<"=[EP4'N\$%$=@J^QG<@7C4(?B<2Z+*PL@-&2F1QG*9M7`34@ MXQGO2F5LQQG66G9KK]O+EC8S]LT*L2N&U?OLNUSE3]EB)C4!C0]2<":B7!7+,)B<4L:E2=UM^O.-FEERT"*C@VYS>IAFT]P@\-Y[M;;2 MVG7WTK3V#@X0AV/U@@B9PB0JJNO_O6GP/N2RG44WZ`T"]/4^_KU7WGB6HRUQ MNB_68]4YY%5PW]^-CE6@R,:*BY0D8X2(7,PDE^S_?E_I4MQ_#2)HO2Y!+-_A M#EO>B,W*;6!WWIN6*T`':-]MZWT;^=89Y"NNQ!%&5&C(="=?P%.0='+/A0VA M11!`$6H=16KT<5Q_X4D(Z'L,.'"EAG?TQ5#`AD]JX@HB^"^'YDI;%!]'T6)K MY'8&\4J.-GCXA%[]%'Y-=4`YT61!!S7#ATSQ5(!#1G@!1V?0QFAZ)WY8X5L" M-8*A(H*$UDL*<':GY4JWQV4H5UHT$&-A]V1W44Q1Z$ODMQ)T86&,I`-/`86% MX5*$Y$KM%&"-TUI*$7L+47N:AQ0>EG)'MWI*ADO5!&P&-CI"A$_^I'>3U5AU MUU0/QWP0M5])!H(&AG&X_[9?$4`=/&%:K5:#Z099?.A72M)FTZ=R;39VUJ91 M$!*)!S$%`@$ZR*8H9U$8M5)-.>%#GH90!@$4.B`3YX19K#(6*3@0UB43 M.]@9=#$(5[A-_S6(;J-:&W<4`9(HSC(3#>B+_45(,%9G0)$D"4`ZPW&-\F$8 M'_=0F1A$KD`+7+AWM&!9Y'B.6\)%B3`(-880ZGB."M$*@U"/Y8@-XUB.^;@1 M[:@20+2/2T>.YCB.#`&09W6.Q32.'&B0XXB.;]&0"R%%$9D0.-L+5?@QX$#=9CJ$U'&\T'*&5DBKYE%`9E5(YE519 2E59YE5B9E5JYE5S9E2T4$``[ ` end GRAPHIC 5 g84411kei002.jpg GRAPHIC begin 644 g84411kei002.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``@&!@<&!0@'!P<)"0@*#!0-#`L+ M#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBI MJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W M^/GZ_]H`"`$!```_`/?J*****9--%;023S.L<4:EW=C@*H&237)>#/$>H^(M M5UR:YB\FP0V[64+##HCH6R_^TP*MCL&`Z@UV%%%%%(S!5+,0`!DD]JY#P;XD MN/%NJZUJ<$@_L*"46=B`/],M7:?7]#\'Q1"1=6=FO6#$%+=!N*_\#P5^ M@-7?!$IO+76-2W;TO-5N&B;'6-"(E_#$==111117G7Q+UZ2Y6#P?I`-QJ6HN MJSQQM@I%U*D]MV.?1-Q[BNR\.Z-'X?\`#]EI<;B3[/'AY`H7>YY9L#IDDFN1 M\0:YXS\(VBR-_8^MFXN?)M8OGMKB1G;Y4"C*W4S,1RT MC?,Y_%B:VJ***P?%7B1/#VG#R(Q=:K^/3`'2ZQK%CH6F2ZAJ$PBMX_;+,QX"J M.I8G@`=:\]\*/=^+?%FH>-=?C%E8:0TEKIEO*P"PX'[V5STW8^4GH#N'\-=C MHGC+1/$%MJ%UI]WNM+!]DUQ(-B'Y0VX$_P`.#UK>!!`(.0:AO;ZTTZT>ZOKF M&VMXQEY9G"*OU)KGQKNLZW#O\.Z8D5NY^2_U/SN M9-4\1ZE<%NL-LRVT0'H`@W8^K$T^+P5XS,'M;TZRUC0HKJ M&]#_`#Z0)IVCV],@H`$_&$-RM]:>-&EO98S#`M>T;QK_`&UI,UOJ-Q/9+`^HZO<,[P2;FWNL M:C!!&T!05`P?6MV_T'Q?!%#?:?XG:\U*%P3;7<2PVDR'AE*HNX'N#DXQ5O2_ M"]Q)J,6L^);N/4M4B'[A$3;;V>>OE*>2W^VV3QQCI6=I/PZ$,%M;:WJ\VJV- MHY:WL?*$4'+%LR*,^8P)_B./;/-7-1\`:;J7B%M4>YNXX9Q%]LL8WQ!=&($1 M[QUX]`<$``UUE>;-JFBW7B*:]\::C#:36%PZV6EW?R10@$A9N>)78`$-T7.! MSFNDE\=Z$8@UA+<:JY.U8]-MWN"3]5&T=>Y%0IJ/C+5BWV71[+1[=A\DNHS& M:;Z^5'P/Q?\`PH?P9+JMN(_$FNW^H_O/,\J!OLD(X^[MCPQ'^\QJX]MX<\"Z M!I)Z#US7)Z18WVG06GC;44\C4=2OEDU"%^/*MI M0(XXR3S\G[MOKNKHT"ZE\2Y7(#)H^GA!GM+.V3^(2,?]]5U%%%%%%%%%%%,E MABF7;+&DBYSAU!%.551=J*%'H!BEHKAKV/\`X3?QB+$X?0-!F#W/I -----END PRIVACY-ENHANCED MESSAGE-----