-----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, B/LUFjhsv5jptOGSuDheynES02JIdhjf80WM+9JhFr5DcKzqG10gHj/BCn30NMuM Mtj8wCBP9Y/lp12Q+TKTZA== 0001104659-08-019879.txt : 20080326 0001104659-08-019879.hdr.sgml : 20080326 20080326143638 ACCESSION NUMBER: 0001104659-08-019879 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20080326 DATE AS OF CHANGE: 20080326 GROUP MEMBERS: ALEXANDER R. SLUSKY GROUP MEMBERS: VECTOR CAPTIAL 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: 08711812 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 a08-9119_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. 4)*

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 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 §§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 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 ("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. 4 (this “Amendment No. 4”) 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, Amendment No. 2 to Schedule 13D filed by the Reporting Persons on January 25, 2008 and Amendment No. 3 to Schedule 13D filed by the Reporting Persons on March 18, 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 25, 2008, VCC issued a press release announcing its disappointment with the Company’s inadequate response to its proposal to acquire the Company for $4.75 per share in cash. The announcement was communicated on March 25, 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 5 and incorporated herein by reference. The VCC press release is attached hereto as Exhibit 6 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 5 and Exhibit 6.

Item 7. Material to be Filed as Exhibits.

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

5 Letter from Vector Capital Corporation to the Board of Directors of Captaris, Inc., dated March 25, 2008.

6 Press Release, dated March 25, 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 26, 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. (Incorporated by reference to Exhibit 3 to the Reporting Persons’ Amendment No. 3 to Schedule 13D filed with the Securities and Exchange Commission on March 18, 2008).

4		Press Release, dated March 17, 2008. (Incorporated by reference to Exhibit 4 to the Reporting Persons’ Amendment No. 3 to Schedule 13D filed with the Securities and Exchange Commission on March 18, 2008).

5		Letter from Vector Capital Corporation to the Board of Directors of Captaris, Inc., dated March 25, 2008.

6		Press Release, dated March 25, 2008.

EX-99.1 2 a08-9119_1ex99d1.htm EXHIBIT 5

Exhibit 5

March 25, 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:

As Captaris’ (the “Company”) largest shareholder with an ownership stake of 10.2%, Vector Capital (“Vector”) is extremely disappointed that the Company continues to refuse to engage with us in any meaningful discussions about our proposal to purchase Captaris for $4.75 per share, or a 36.1% premium, as outlined in our March 17, 2008 letter to you. Our offer represents immediate and certain value, does not preclude the continuation of your exploration of other strategic alternatives, and thus would clearly be in the best interests of all Captaris shareholders. Vector has also received significant feedback from several other large Captaris shareholders who strongly support our proposal.

Given your commitment to conclude the process as “expeditiously as possible,” we were surprised and disappointed by the following:

1) No one from Captaris or its banking and legal advisors has contacted Vector to ask any questions about our offer;

2) Captaris has not offered Vector any meetings;

3) No information has been provided on the sale process or a timeline;

4) No additional due diligence access has been provided; and

5) No attempt has been made by Captaris or its advisors to negotiate price, due diligence, length of the go-shop or any of the terms of our proposal.

In addition, your March 21 response letter, attached below, mistakenly asserts that we are seeking to “preempt” your process, and that we are requesting an exclusive negotiation period. Instead, it is clear from our past communications, and we will reiterate, that our “go-shop” proposal does not preempt your exploration of strategic alternatives. Instead,

it assures your shareholders a price no less than $4.75 per share and gives you the opportunity to concurrently seek a higher offer.

Captaris has stated in the past, without providing any evidence, that it believes our “go-shop” transaction structure will not maximize shareholder value. We would like to highlight empirical, third-party evidence supporting that an acceptance of our “go-shop” provision will likely maximize shareholder value.

A comprehensive January 2008 analysis by Guhan Subramanian, a Professor at the Harvard Business School and the Harvard Law School entitled Go-Shops vs. No-Shops in Private Equity Deals: Evidence and Implications concluded that, “on average, go-shops yield more aggregate searches, significant post-signing competition, and slightly higher returns to target shareholders than traditional no-shop deals.” Our proposal is less preclusive than most “go-shop” transactions in only entitling Vector to expense reimbursement in the event of acceptance of a topping bid during the go-shop period.

Vector strongly believes it is imperative to act with urgency to prevent further shareholder loss. The risk of continuing to execute the unsuccessful Captaris strategy is compounded by the highly uncertain market environment.

Vector reiterates its offer to acquire Captaris for $4.75 per share and, if accepted, will commit to providing a draft of the definitive agreement within 24 hours. In addition, Vector is willing to minimize its due diligence timeframe to just seven days and only focus on the following areas:

1) Reviewing a breakdown of the total current cash balance (to ensure that at least 50% of it is available to use immediately without any restrictions) by geography and timeline of repayment of the inter-company loan of EUR31.6 million, per the Company’s 2007 10-K filed March 17, 2008;

2) Reviewing the methodology used to value the pension fund liabilities of the ODT transaction and confirm that the liabilities do not exceed EUR12.1 million, as reported in the Company’s 2007 10-K, filed March 17, 2008;

3) Reviewing 2008 year-to-date actual revenue results and 2008 sales pipeline to support management’s revenue guidance of $140 million as provided on the Company’s Q4 2007 earnings call on February 14, 2008;

4) Confirming the company’s maintenance renewal rates;

5) Holding meetings with key individuals of senior management. We require no additional meetings with your CEO or CFO; and

6) Conducting expedited public technology company legal and accounting due diligence.

Furthermore, assuming a definitive agreement can be signed by April 4, 2008, Vector is willing to extend the go-shop period to 45 days and cap its expense reimbursement at $1 million in the event of acceptance of a higher bid during this period. This provides Captaris’ Board until May 19, 2008, which we believe is an ample amount of time to run

a thorough process and find a higher offer, should one exist. By pursuing this proposal, the Company can seek to avoid further erosion to shareholder value and damage to Captaris’ future market value and prospects while preserving its ability to run a full process.

If we do not hear favorably from you by 12 p.m. PDT on March 27, 2008, we will assume you have no interest in pursuing our proposal that provides shareholders with a price no less than $4.75 per share.

It is important that the Board of Captaris recognize that our offer will not remain in place beyond March 27. Following that date, any re-evaluation will be a function of market conditions and the health of Captaris’ business at that time.

We urge the Captaris Board to reconsider and accept our proposal. We look forward to hearing from you.

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

Text of Captaris Letter to Vector on March 21, 2008

March 21, 2008

Vector Capital Corporation

456 Montgomery Street, 19th Floor

San Francisco, CA 94104

Attention: Alex Slusky

Dear Alex:

In response to Amish Mehta’s letter and as stated in our press release of March 18, 2008, we are committed to an expeditious process to identify and pursue the strategic alternative that best enhances value for our shareholders. Your proposal to acquire the outstanding common stock of Captaris will be carefully considered and reviewed together with all other proposals that are developed during our evaluation of strategic alternatives. In furtherance of that goal, our financial advisors have reached out to you to include you in our process.

The special committee of independent directors of the Board is focused on undertaking a thorough and expeditious process in order to realize full value for all Captaris shareholders. We firmly believe that the best way to achieve maximum value for Captaris shareholders is through the successful completion of the strategic alternatives process. For that reason, although we welcome your continued interest in our Company, we do not plan to preempt the process at this time by entering into exclusive negotiations or offering any of the special accommodations requested by you.

Sincerely,

Bruce L. Crockett

Chairman of the Board

cc: Peter Malloy, Esq.

Andrew Bor, Esq.

EX-99.2 3 a08-9119_1ex99d2.htm EXHIBIT 6

EXHIBIT 6

FOR IMMEDIATE RELEASE

VECTOR CAPITAL COMMENTS ON CAPTARIS’ INADEQUATE RESPONSE

- Urges Company to Maximize Shareholder Value by Accepting Offer -

SAN FRANCISCO — MARCH 25, 2008 — Vector Capital, a leading private equity firm specializing in spinouts, buyouts and recapitalizations of established technology businesses, today sent the following letter to Captaris Inc.’s (NASDAQ: CAPA or “the Company”) Board of Directors regarding its $4.75 per share proposal, a 36.1% premium, for the Company.

The full text of the letter that Vector Capital sent to Captaris’ Board of Directors can be found below along with a copy of a letter Captaris sent to Vector on March 21:

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:

Given your commitment to conclude the process as “expeditiously as possible,” we were surprised and disappointed by the following:

1) No one from Captaris or its banking and legal advisors has contacted Vector to ask any questions about our offer;

2) Captaris has not offered Vector any meetings;

3) No information has been provided on the sale process or a timeline;

4) No additional due diligence access has been provided; and

5) No attempt has been made by Captaris or its advisors to negotiate price, due diligence, length of the go-shop or any of the terms of our proposal.

A comprehensive January 2008 analysis by Guhan Subramanian, a Professor at the Harvard Business School and the Harvard Law School, entitled Go-Shops vs. No-Shops in Private Equity Deals: Evidence and Implications concluded that, “on average, go-shops yield more aggregate searches, significant post-signing competition, and slightly higher returns to target shareholders than traditional no-shop deals.” Our proposal is less preclusive than most “go-shop” transactions in only entitling Vector to expense reimbursement in the event of acceptance of a topping bid during the go-shop period.

4) Confirming the Company’s maintenance renewal rates;

5) Holding meetings with key individuals of senior management. We require no additional meetings with your CEO or CFO; and

6) Conducting expedited public technology company legal and accounting due diligence.

19, 2008, which we believe is an ample amount of time to run a thorough process and find a higher offer, should one exist. By pursuing this proposal, the Company can seek to avoid further erosion to shareholder value and damage to Captaris’ future market value and prospects while preserving its ability to run a full process.

We urge the Captaris Board to reconsider and accept our proposal. We look forward to hearing from you.

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

Erin Becker, 212-333-3810

Mike Buckley, 415-293-8461

Text of Captaris Letter to Vector on March 21, 2008

March 21, 2008

Vector Capital Corporation

456 Montgomery Street, 19th Floor

San Francisco, CA 94104

Attention: Alex Slusky

Dear Alex:

Sincerely,

Bruce L. Crockett

Chairman of the Board

cc: Peter Malloy, Esq.

Andrew Bor, Esq.

GRAPHIC 4 g91191kki001.gif GRAPHIC begin 644 g91191kki001.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 g91191kki002.jpg GRAPHIC begin 644 g91191kki002.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-----