0001531612-23-000026.txt : 20230815 0001531612-23-000026.hdr.sgml : 20230815 20230815172603 ACCESSION NUMBER: 0001531612-23-000026 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20230815 DATE AS OF CHANGE: 20230815 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Research Solutions, Inc. CENTRAL INDEX KEY: 0001386301 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85308 FILM NUMBER: 231175862 BUSINESS ADDRESS: STREET 1: 10624 S. EASTERN AVE STREET 2: SUITE A-614 CITY: HENDERSON STATE: NV ZIP: 89052 BUSINESS PHONE: 310 477 0354 MAIL ADDRESS: STREET 1: 10624 S. EASTERN AVE STREET 2: SUITE A-614 CITY: HENDERSON STATE: NV ZIP: 89052 FORMER COMPANY: FORMER CONFORMED NAME: Derycz Scientific Inc DATE OF NAME CHANGE: 20070112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cove Street Capital, LLC CENTRAL INDEX KEY: 0001531612 IRS NUMBER: 275376591 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 525 SOUTH DOUGLAS STREET STREET 2: SUITE 225 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 424-221-5897 MAIL ADDRESS: STREET 1: 525 SOUTH DOUGLAS STREET STREET 2: SUITE 225 CITY: EL SEGUNDO STATE: CA ZIP: 90245 SC 13D 1 rsss13d08092023.htm Schedule 13D

 

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

SCHEDULE 13D

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

Research Solutions, Inc

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

761025105

(CUSIP Number)

Merihan Tynan
Cove Street Capital, LLC
525 South Douglas Street, Suite 225 El Segundo, CA 90245
(424) 221-5897

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

August 15, 2023

(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.

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 ("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. 761025105
  13D   Page 1 of 5 Pages
     
1.   NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Cove Street Capital, LLC
27-5376591
   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨
   
3.   SEC USE ONLY
 
   
4.   SOURCE OF FUNDS (see instructions)
 OO
   
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
 
1,262,592
  9.   SOLE DISPOSITIVE POWER
 
0
  10.   SHARED DISPOSITIVE POWER
 
2,400,778 (1)
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,400,778
   
12.  

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

 

   
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.14% (2)
   
14.   TYPE OF REPORTING PERSON (see instructions)

IA
   
(1) Percentage calculated based on 29,500,764 shares of Common Stock, par value $0.01 per share, outstanding as of May 5, 2023 as reported in the Form 10-K for the fiscal year ended March 31, 2023 of Research Solutions, Inc.
(2) 14,370 Shares owned by Jeffrey Bronchick are in an SMA managed by Cove Street Captial LLC. 19,370 are owned by Jeffrey Bronchick related account personally not managed by CSC 3) CSC Partners Fund, LP a Delaware limited partnership operated as a private investment partnership managed by Cove Street Capital LLC.
  
CUSIP No. 761025105
  13D   Page 2 of 5 Pages
     
1.   NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Jeffrey Bronchick
   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨
   
3.   SEC USE ONLY
 
   
4.   SOURCE OF FUNDS (see instructions)
 OO, PF
   
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.   SOLE VOTING POWER
 
33,740
  8.   SHARED VOTING POWER
 
1,262,592
  9.   SOLE DISPOSITIVE POWER
 
33,740
  10.   SHARED DISPOSITIVE POWER
 
2,386,408(1)
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,434,518
   
12.  

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

 

   
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.25% (2)

   
14.   TYPE OF REPORTING PERSON (see instructions)

IN
   
(1) Percentage calculated based on 29,500,764 shares of Common Stock, par value $0.01 per share, outstanding as of May 5, 2023 as reported in the Form 10-K for the fiscal year ended March 31, 2023 of Research Solutions, Inc.. (2) 14,370 Shares owned by Jeffrey Bronchick are in an SMA managed by Cove Street Captial LLC. 19,370 are owned by Jeffrey Bronchick related account personally not managed by CSC. (3) CSC Partners Fund, LP a Delaware limited partnership operated as a private investment partnership managed by Cove Street Capital LLC.
 
CUSIP No. 761025105   13D   Page 3 of 5 Pages
     
 

Item 1.  Security and Issuer.

This statement relates to the Common stock, $0.001 par value (the "Shares"), of Research Solutions, Inc, a Nevada corporation (the "Issuer" or "RSSS"). The principal executive offices of the Issuer are located at 10624 S. EASTERN AVE, SUITE A-614, HENDERSON, NV, 89052.

Item 2.  Identity and Background.

a) This statement is filed by:

 

(i) Cove Street Capital, LLC, a Delaware limited liability company (“CSC”), with respect to the Shares beneficially owned by it; and

 

(ii) Jeffrey Bronchick, as a member of CSC.

 

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

 

 

b) The address of the principal office of each of the Reporting Persons is 525 South Douglas Street, Suite 225, El Segundo, CA 90245

 

c) The principal business of CSC is providing investment advisory and investment management services. Mr. Bronchick serves as a member of CSC.

d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

e) No Reporting Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a

judgment, decree or final order (1) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or (2) finding any violation with respect to such laws.

 

f) CSC is organized under the laws of the state of Delaware. Mr. Bronchick is a citizen of the United States of America.

Item 3.  Source or Amount of Funds or Other Consideration.

The Shares held by CSC were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 2,400,778 Shares beneficially owned by CSC is approximately $5,301611 including brokerage commissions.

 

Item 4.  Purpose of Transaction.

This 13D filing is to reflect the change from 13G to 13D. Last Filing was 13G dated December 31,2022 filing February 10, 2023.

Cove Street Capital, on behalf of its advisory clients, has sent the enclosed letter to the Board of Directors, expressing its dismay over the filing of a 13D on a August 4th, 2023 by the group led by the current Chairman of the Board, Peter Derycz, which we believe is an inappropriate airing of internal Board issues to the detriment of all shareholders.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance.

Item 5.  Interest in Securities of the Issuer. 

The aggregate percentages calculated based on 2,400,778 shares of Common Stock outstanding as of May 5, 2023, as reported on the Form 10-Q filed by the Issuer on May 12, 2023.

  

A.CSC
(a)As of August 15, 2023, CSC beneficially owned 2,400,778 Shares.

Percentage: Approximately 8.15%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,262,592
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,400,778

 

(c)The transactions in the Shares by CSC in the past 60 days are set forth in Schedule A and are incorporated herein by reference.
B.Mr. Bronchick
(a)As of August 15, 2023, Mr. Bronchick beneficially owns any RSSS Common Stock, however as a member of CSC, Mr. Bronchick may be deemed the beneficial owner of the 2,434,518 Shares owned by CSC.

Percentage: Approximately 8.25%

(b)1. Sole power to vote or direct vote: 33,740
2. Shared power to vote or direct vote: 1,262,592
3. Sole power to dispose or direct the disposition: 33,740
4. Shared power to dispose or direct the disposition: 2,386,408

 

(c)Outside of the account under the Management of Cove Street Capital, Mr. Bronchick, in a related account owns 19,370 shares.
(d)CSC Partners Fund, LP a Delaware limited partnership operated as a private investment partnership managed by Cove Street Capital LLC owns 469,296.

 

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.

(d)No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except as otherwise described in the original Schedule 13D, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among CSC, or between any third party, with respect to any securities of the Issuer.

Item 7.  Material to Be Filed as Exhibits.

Ex.99.1 Letter to the Board of Directors from Cove Street capital

 
CUSIP No. 761025105   13D   Page 4 of 5 Pages
     

SIGNATURE

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

Dated: August 15, 2023

Cove Street Capital LLC

/s/ Merihan Tynan

Name: Merihan Tynan

Title: Chief Compliance Officer; Principal

/s/ Jeffrey Bronchick

Jeffrey Bronchick

 
CUSIP No. 761025105   13D   Page 5 of 5 Pages
     

 

SCHEDULE A

Transactions in the Shares in the past 60 days

COVE STREET CAPITAL, LLC

 

Nature of the Transaction Securities Purchased/(Sold) Price ($) Date of Purchase / Sale
Common Stock 2,548                 2.08 07/10/2023
Common Stock 100                 2.08 07/13/2023
Common Stock 16,567                 2.08 07/14/2023
Common Stock 2,700                 2.08 07/17/2023
Common Stock 5,417                 2.08 07/18/2023
Common Stock 400                 2.06 07/19/2023
Common Stock 1,134                 2.05 07/21/2023
Common Stock 1,586                 2.06 07/24/2023
Common Stock 11,129                 2.18 07/31/2023
Common Stock 1,700                 2.16 08/01/2023

EX-99 2 lettertotheboard-ocr.htm LETTER TO THE BOARD OF DIRECTORS

August 10, 2023

The Board of Directors

Research Solutions, Inc.

5435 Balboa Ave.

Encino, Ca. 91316

To the Board of Directors:

I am writing to you as the Lead Principal and Portfolio Manager of Cove Street Capital, LLC, an institutional investment manager based in Los Angeles. We presently own 2.4mm shares of RSSS representing 8.14%, which makes us the 4th largest shareholder. 

 

We are deeply perturbed by the Board's dysfunction on public display with the August 4th 13-D filing by founder and current Executive Chairman Peter Derycz and the Bristol Investment Fund, which have formed an investment group linked by family ties.

The best decisions are made by small groups of people with skin in the game and behind closed doors. Whatever the merits brought by the group, there is simply zero reason for these corporate discussions to be aired publically. This is a massive waste of time and corporate money that is distracting to the corporate mission, arguably demoralizing to employees, and likely distracting from new revenue opportunities.

We would urge the Derycz group to get behind closed doors with the rest of the Board of Directors immediately and hash out an appropriate solution that is in the best interests of shareholders.

To be clear, Cove Street Capital has carefully reviewed the Derycz group filing and would vote a resounding

"against" the slate of directors proposed by the group. We fail to see any legitimate en-masse improvement, and we conclude that a return to "how it was" would not in any way produce an improvement in shareholder returns.

We agree with the Derycz group that "we haven't made any money yet" either, but our long history in public, small-cap investing suggests that building a "real" company from the ideas and strategy of the founder take years and longer than one thinks at the outset. Our stake was built two years ago with the addition of former CSC Partner Eugene Robin to the Board, the announcement of board member Roy Olivier as CEO, and Mr. Derycz's movement to Executive Chairman. We helped put in an aggressive compensation plan heavily weighted to the share price, and our first marker for existential review was the end of fiscal 2024.

In the letter, the Derycz group states that that SGA expenses are up $3.7mm since Mr. Olivier became CEO. We would note to shareholders at large:

 
 

 

1.   We are effectively paying for two CEO's, as Mr. Derycz receives $630k annually in total compensation through March 2024 as Executive Chairman. Our thought was this was acceptable as Mr. Olivier has excellent management chops, but lacked the vertical expertise and industry relationships that Mr. Derycz possessed. We are obviously not seeing much return on that Plan.
2.   There is approximately another $1mm of stock compensation running through the income statement-post Mr. Derycz's tenure as CEO-under a plan Cove Street Capital was, and is, happy to have implemented and supported as management incentive.

 

So yes, the additional SGA is part of the "build it and they will come" model. This will be a successful investment if this plays out, but we don't see any signs of material overspend, corporate over-reach, or anything remotely concerning. But yes, we would obviously like to see more annual recurring revenue, growth on the higher margin, and a higher valued cloud-based platform

The mission at Cove Street Capital is simple: analyze business models, value companies, find and support management with whom we think can deliver for shareholders, and tie their success to ours. We think we have a business model with huge room for growth and it is being run carefully by team Olivier. M+A is conceptually an important leg of the upside, but RSSS plays in an expensive world. Better safer than sorry is not a terrible concept to bring to the table in this arena.

Mr. Derycz deserves a shout-out as founder and strategist, but as is often the case, there is an additional set of skills required to take a small company to the next level. To repeat, our analysis suggests that the Derycz group slate does not offer shareholders any uptick in competence and governance. Yes, there is always room for improvement, which again can be negotiated behind closed doors as befits a group that owns 20% of the stock, but going public in this form is not value adding for the shareholders at large.

We welcome the opportunity to discuss these issues with all stakeholders.

Sincerely,

Jeffrey Bronchick, CFA

Principal, Portfolio Manager

Cove Street Capital, LLC

 

 

 

 

El Segundo, California 90245525 South Douglas Street, Suite 225

F 424-221-5888

T 424-221-5897

questions@CoveStreetCapital.com

www.CoveStreetCapital.com

GRAPHIC 3 logo.jpg GRAPHIC begin 644 logo.jpg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
  • U 'LEAK5AJ2C[+"*]!\+>+/MNRSU!OWQ'[N3H']OK0!UU% .110 4444 M%%%% !1110 4444 %%%% !1110 4444 %%%% !1110 AKS_X@>.KCPW?6UCI M?DM.P+S"5=P"]AU[\UW[';S[5\Y>,;]M1\8ZG.S%@LYC7/8#@#]#6U&*E*S/ M.S"O*C2]UZLZJW^*BNX&J:%:2J1\S1C!_6MBS\3>!-7PES:"R=N/WB;0/Q4X M%>1$TWJV1\IKJ=&#\CQH9EB(=;GL&K:7X>M;?[4&O%LR<"YMF$\8^N.169#I M.FZBN=%\064Y/2.5O+<^V#6/X#CO;)YM3O28-#CC<71E/R2C'W0#U.?2N++( M99&A^5"Y**1T&3CBLE1BVU<[I9C.$8RMN>C7VA:CIW,UI)L_YZ(-R_F*J0S; M'4QL593U!Z5SNE>*M8TAO]#OY%C/WHW.Y3^!KL=*UG3?%["UN+>/3]58'RI8 M@1',?0CL>*RG1E'4ZZ&84JLE%Z,]+\.:H-6T>*8G,B_(^/4#K6M7"> 9W@U" M\L)LJZ]5]"#@_P Z[NL3T0HHHH **** "BBB@ HHHH **** "BBB@ HHHH * M*** "BBB@!DG\A7S9J.G7EQXBOX+>VFFE%S)\L<9;^(^E?2IKR#XB:[KNB^( M'M+*<6MI.OF(T,85G]?F'/6MZ+:=D>9F,(RIJ4MD9=323.>2TCEB?SJ M@'J!DGTKLY6]V>#[2$/X&=6UN8#3K-Y$[R=%'XFGI$BU2M+NS* )X /X5V?@?0IGODUF]S;Z=8MY MC2MQYC#D!?7FM&S\,:#X?/F:Q3'IN:O0:Y#P'8>58R M7; AI6VJ3Z#_ .O77UR'NA1110 4444 %%%% !1110 4444 %%%% !1110 4 M444 %%%% "$9KEO'?A-?$VAE8L"\MSO@;U/=?H:ZJD/2FFT[HB<(U(N,MF?- MEIX9UN^F,-MIMP\BL5;,94*1UR36];_#MKO.-2\+:KITCO/;O,@_Y;(=P/U[BMG6DSSJ>648N\ MM2O!'X7T9%_L[3I=2G4\37Q 5?<**6]U[4;]/*DF\N#M#"-B >F!UK/9"#@@ MK['BI(+>2X;; C.QX&T9K)R;W/0A3A35H*Q" 0QXK6T31YM7U!(HER@/[Q^R M+[FM32O!%_>$/=J;6+_;ZGZ"O0-+TNUTJT$%I'M'&-CZE!3HX(HO]5&B?[JXJ2B@ '3FBBB@ HK.UCQ!I6@0I+K-_#: M*YPGF-RWT'4U8T_4;/5;-+O3;F*ZMWSMDB8,#CK0!9HHHH **** "BBB@ HH MHH **** "N \'Z-8:[J/BG4]7M8KR:;5)K3]_&'VQ1X 49_SP*[^O/U37O!F ML:S%I>B3ZO:ZK<-=VCPNH6*5A\RR9/RC..?3\< $VMQ/X-\*:+X?T2_N$-YJ M,5A'=2[7EB21R6(^4#(Z#CO[4FG6E_I'B2^\)PZQ=W%M=:6UU:3W,F^:WDW; M#\PP<9(//X=Z34/#7B&Z\&Z-)=SKJ.NZ5>1WY1G""8JQ)CW=!P<9Z<5!D8 /U^H!F-XBU&_^&FDI;7,D>KW MUW%ILLZ??BD#XD;IUVH2?KFJWBS5(K;XE)8ZIXEOM%TW^RUD4V\Y7=+YC =F M'3.%],6U_X_(X-K>86/WN>F.W>@#I?#]M%!H\36VI7>IPW $T=Q=R;V M96 (P<#C';%)8=*.MV=E$T4]DJAWCR<^:BG.3].>!]1UFC7 MNH7UF\FK:2^E3"0JL+3I-N7C#97C\/:L?Q/<>)]-U6UU'0K0:IIZ1,ESIZNJ M.6SD2 D<\<8_3F@#-\++X9\26VM7'AJ>\TZXOG7[8D3^3-;L!P57D*2V?CCQ-J%S%MM;XVOV:3>#O MV1D-QG(P3W_"@#D=:O[+_A.-?_MGQAJ6C+9B'[+;VUYM5LPAF/EX.[GMWS]* MB\0:YJ__ K3PO>:Q?W6G3W>H1)>7%NYA^\5+ M>*(H]1^SM93@C*/'&!NXY&' ^HK.\0:=XJU?P?X>>72?.U?3]1BN+B 7,:B0 M1AANW%L?-Q[C/2@#6\%0Z7*]Q>Z+XGU;6XE'E.M[% M9-*UR6.&_P#'/B"'5I+J139)J#HO$C;5&5[KCH:] T+5O$-_>O%K?AG^R8!' MN6?^T(Y]S9'R[5&1P2<^U&M%32QX-%\(996%P-4AC\S=(S9V\X^] MZT 2?$'0[B+9JEIKVN0-=7EO;O:V]]LB568(=JXX/?DXR;(E];3/&64?(L@+=3@X M&:WZ .#M[6#6?C+JK7\*3KI=A#% DB;@I?YRW/&>371Z+X>T_P +QZ@]E)(D M%U.UT\;LHCA..0@ &U:P-]12:=XOOO NM"[PVIZM(5ALS(NVSA*I M'U:XF:V\0V[WMC%,YQ"$D8;%&>,QE6X]*;K%S;MXR\1?VGXMO=%%HMO]D2.] M")EHLG]TW#<@< 5--X!U72+G0;W2=7NM2;2)T1+6?RT58&PL@4\<[?7/'O6Y M:>&(I?&NN:GJNFVL\=Q]G^R331I(PVQ[7 SDKSCZT M65[V,YJ_\0=!ECM#J=IKNLVTDUQ;VY@AO66(* MSJA^7Z$GKUK6\=Z?J>H66EQZ/8-=M;ZC#=2;9DCVK&<_Q=2:N>+-.N]6T."& MS@#RB\MI6C9P,*LJLV3GL >GX4 96N6\OA+P1=6NGZEJ-W>W\ZP6\]U/YLPD MDVH-K<= "1[U/X1O[F3PWJ&G7L\TU_I,\UI)+(Y+R 9*/N/JI'/M2^*O#]_X MA\0:*DW0U6TKPSJ>A^*-3=+BXU.QU2T#2 MW%U(FY9U^4 @8X*GJ!QB@#3\!33W'@'1Y;IY))6ME+/(V6;T)/TKH:X/PNWC M/1]-TS2)_#MJ+:V"0RW)OU)V9Y8+[#/%=Y0 4444 %%%% !1110 4444 %%% M% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 M %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 *4444 %%%% '_V0$! end GRAPHIC 4 image_002.jpg GRAPHIC begin 644 image_002.jpg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