-----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, IQoGgvt/wkFuDth4BuvYZ5TmOV717k7IfLw78HZ8VcNHxY4fd3Gw8PUBieHjPAPJ U5oLj9J81cUsNJYwn5g+hQ== 0000868780-06-000013.txt : 20060803 0000868780-06-000013.hdr.sgml : 20060803 20060803125341 ACCESSION NUMBER: 0000868780-06-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060801 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Material Impairments ITEM INFORMATION: Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060803 DATE AS OF CHANGE: 20060803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dorman Products, Inc. CENTRAL INDEX KEY: 0000868780 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 232078856 STATE OF INCORPORATION: PA FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18914 FILM NUMBER: 061001050 BUSINESS ADDRESS: STREET 1: 3400 E WALNUT ST CITY: COLMAR STATE: PA ZIP: 18915 BUSINESS PHONE: 2159971800 MAIL ADDRESS: STREET 1: 3400 E WALNUT ST CITY: COLMAR STATE: PA ZIP: 18915 FORMER COMPANY: FORMER CONFORMED NAME: R & B INC DATE OF NAME CHANGE: 19930328 8-K 1 sec8k2q080306v2.txt SEC FORM 8-K CURRENT REPORT AUGUST 1, 2006 =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report: August 1, 2006 Dorman Products, Inc. (Exact name of registrant as specified in its charter) Pennsylvania 000-18914 23-2078856 ------------ --------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3400 East Walnut Street, Colmar, Pennsylvania 18915 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 215-997-1800 ---------------------------- R&B, Inc. - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) =============================================================================== Item 2.02. Results of Operations and Financial Condition. The information being furnished in this Item 2.02 and in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act except as shall be expressly set forth by specific reference in such filing. On August 2, 2006, Dorman Products, Inc. (the "Company") issued a press release announcing its operating results for the second quarter ending July 1, 2006. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. Forward looking statements in this report are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward looking statements which speak only as of the date hereof. Factors that cause actual results to differ materially include, but are not limited to, those factors discussed in the Company's Annual Report on Form 10-K under "Item1A - Risk Factors". Item 2.06 Material Impairments. On August 1, 2006, management and the Board of Directors of the Company concluded that the goodwill balance existing at its Swedish subsidiary (Scan-Tech)was impaired. Accordingly, the Company will record a non-cash write-down of approximately $3.2 million for goodwill impairment ($2.9 million or $0.16 per share) and the write-off of deferred tax benefits ($0.3 million or $0.02 per share). These charges are related to the loss of two large customers in the first half of 2006. The Company does not anticipate any future cash expenditures relating to this matter. Item 5.05 Amendments to the Registrant's Code Of Ethics, or Waiver of a Provision of the Code of Ethics. On August 1, 2006, the Company's Board of Directors approved and adopted a revised Code of Ethics for Senior Financial Officers (the "Code") applicable to the Company's Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Controller and any other person performing similar functions. The principal purpose of the revised Code is to provide expressly that conflicts of interest involving Senior Financial Officers are prohibited except when approved by the Audit Committee of the Company's Board of Directors. The revised Code was effective upon the adoption by the Company's Board. The Code, as amended, is filed as Exhibit 14.1 to this report. The Code is available on the Company's websit at www.dormanproducts.com, or without charge upon written request directed to General Counsel, Dorman Products, Inc., 3400 East Walnut Street, Colmar, PA, 18915. Item 9.01. Financial Statements and Exhibits Exhibit Number Description 14.1 Code of Ethics for Senior Financial Officers. 99.1 Press Release Dated August 1, 2006 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, R&B, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dorman Products, Inc. Dated: August 3, 2006 By: /s/ Mathias J. Barton ------------------------------------- Mathias J. Barton Chief Financial Officer and Principal Accounting Officer EXHIBIT INDEX Exhibit Number Description 14.1 Code of Ehtics for Senior Financial Officers. 99.1 Press Release Dated August 1, 2006 EX-99 2 ex99.txt PRESS RELEASE DATED AUGUST 2, 2006 Exhibit 99.1 Corporate Headquarters: Dorman Products, Inc. 3400 East Walnut Street Colmar, Pennsylvania 18915 Fax: (215) 997-8577 For Further Information Contact: Visit our Home Page: Mathias J. Barton, CFO www.dormanproducts.com (215) 997-1800 x 5132 E-mail: MBarton@dormanproducts.com Dorman Products, Inc. Reports Sales and Earnings for the Second Quarter Ended July 1, 2006 Colmar, Pennsylvania (August 2, 2006) - Dorman Products, Inc., (NASDAQ:DORM) (formerly R&B, Inc. NASDAQ: RBIN) today reported sales increased 8% to $74.2 million for the second quarter ended July 1, 2006 from $68.6 million in the same period last year. Sales for the six months ended July 1, 2006 increased 10% to $143.1 million from $129.8 million in the same period last year. Revenue growth was primarily the result of increased sales from products introduced in the past two years. Results for the second quarter and six months ended July 1, 2006 include a one-time $3.2 million non-cash write-down for goodwill impairment ($2.9 million or $0.16 per share) and the write off of deferred tax benefits ($0.3 million or $0.02 per share) associated with the Company's Swedish subsidiary (Scan-Tech). The charges, which are not tax deductible, were the result of a review of the Scan-Tech business in response to bad debt charge offs at two large customers and the resulting loss of those customers in the first half of the year. Total bad debt charges for the Swedish business were $0.6 million in the second quarter and $0.8 million for the six months ended July 1, 2006. Net income in the second quarter of 2006 was $0.9 million compared to net income of $4.6 million in the same period last year. Diluted earnings per share in the second quarter of 2006 decreased to $0.05 from $0.25 in the same period last year. Excluding the goodwill impairment and deferred tax write off, net income in the second quarter of 2006 was $4.1 million compared to net income of $4.6 million in the same period last year and fully diluted EPS in the second quarter of 2006 were $0.23 compared to $0.25 in the same period last year. Net income for the first six months of 2006 was $4.3 million compared to net income of $8.1 million in the same period last year. Diluted earnings per share for the first six months of 2006 decreased to $0.24 from $0.44 in the same period last year. Excluding the goodwill impairment and deferred tax write off, net income for the first half of the year was $7.6 million compared to net income of $8.1 million in the same period last year and fully diluted EPS in the second quarter of 2006 were $0.42 compared to $0.44 in the same period last year. Effective January 1, 2006, the Company adopted SFAS No. 123R, "Share-Based Payment" and related interpretations and began expensing the grant date fair value of employee stock options. Prior to January 1, 2006, the Company applied Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations in accounting for its stock option plans. Accordingly, no compensation expense was recognized in net income for employee stock options in the prior year. The Company adopted SFAS No. 123R using the modified prospective transition method and therefore has not restated prior periods. The estimated impact of adopting SFAS No. 123R in 2006, is expected to reduce diluted earnings per share for the year by approximately $0.02. Mr. Richard Berman, Chairman, President and Chief Executive Officer said, "The $3.2 million second quarter charge related to our Scan-Tech business is a non-cash item and will not have a significant impact on our financial position or future results of operations. We remain fully committed to the Scan-Tech business and its customer base despite the recent disappointments. Overall results for the quarter before the goodwill charge and the Scan-Tech bad debt write offs were flat and below expectation despite strong new product sales. We remain confident in and committed to our long term strategy of growing sales through new products, and leveraging operating expenses with this sales growth. Dorman Products, Inc., is a leading supplier of OE Dealer "Exclusive" automotive replacement parts, automotive hardware, brake products, and household hardware to the Automotive Aftermarket and Mass Merchandise markets. Dorman automotive parts and hardware are marketed under the OE Solutions(TM), HELP!(R), AutoGrade(TM), First Stop(TM), Conduct-Tite(R), Pik-A-Nut(R) and Scan-Tech(R) brand names. Forward looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward looking statements which speak only as of the date hereof. Factors that cause actual results to differ materially include, but are not limited to, those factors discussed in the Company's Annual Report on Form 10-K under "Item1A - Risk Factors." DORMAN PRODUCTS, INC. AND SUBSIDIARIES Consolidated Statements of Operations (in thousands, except per-share amounts) 13 Weeks 13 Weeks Second Quarter (unaudited) 7/01/06 Pct. 6/25/05 Pct. Net sales $ 74,187 100.0 $ 68,611 100.0 Cost of goods sold 47,500 64.0 43,668 63.6 Gross profit 26,687 36.0 24,943 36.4 Selling, general and administrative expenses 19,333 26.1 16,925 24.7 Goodwill impairment 2,897 3.9 - - Income from operations 4,457 6.0 8,018 11.7 Interest expense, net 631 0.8 682 1.0 Income before income taxes 3,826 5.2 7,336 10.7 Provision for income taxes 2,910 4.0 2,708 4.0 Net income $ 916 1.2 $ 4,628 6.7 Earnings per share Basic $ 0.05 - $ 0.26 - Diluted $ 0.05 - $ 0.25 - Average shares outstanding Basic 17,730 - 17,927 - Diluted 18,147 - 18,464 - 26 Weeks 26 Weeks Year-to-Date (unaudited) 7/01/06 Pct. 6/25/05 Pct. Net sales $ 143,052 100.0 $ 129,842 100.0 Cost of goods sold 91,676 64.1 82,206 63.3 Gross profit 51,376 35.9 47,636 36.7 Selling, general and administrative expenses 37,992 26.6 33,548 25.8 Goodwill impairment 2,897 2.0 - - Income from operations 10,487 7.3 14,088 10.9 Interest expense, net 1,221 0.8 1,289 1.0 Income before income taxes 9,266 6.5 12,799 9.9 Provision for income taxes 4,930 3.5 4,717 3.7 Net income $ 4,336 3.0 $ 8,082 6.2 Earnings per share Basic $ 0.24 - $ 0.45 - Diluted $ 0.24 - $ 0.44 - Average shares outstanding Basic 17,738 - 17,906 - Diluted 18,153 - 18,457 - DORMAN PRODUCTS, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (in thousands) 7/1/06 12/31/05 Assets: (unaudited) Cash and cash equivalents $ 4,891 $ 2,944 Accounts receivable 61,597 64,778 Inventories 75,994 75,535 Deferred income taxes 10,033 9,560 Prepaid expenses 1,672 1,545 Total current assets 154,187 154,362 Property & equipment 28,025 27,473 Goodwill 27,000 29,617 Other assets 920 704 Total assets $210,132 $212,156 Liability & Shareholders' Equity: Current portion of long-term debt $ 8,571 $ 8,571 Accounts payable 12,143 14,739 Accrued expenses and other 12,091 15,240 Total current liabilities 32,805 38,550 Long-term debt and other 25,643 27,869 Deferred income taxes 7,768 7,195 Shareholders' equity 143,916 138,542 Total Liabilities and Equity $210,132 $212,156 Selected Cash Flow Information: (in thousands) 13 Weeks (unaudited) 26 Weeks (unaudited) -------------------- -------------------- 7/01/06 6/25/05 7/01/06 6/26/05 Depreciation and amortization $ 1,659 $ 1,448 $ 3,281 $ 2,774 Capital Expenditures $ 2,293 $ 1,953 $ 3,795 $ 4,113 DORMAN PRODUCTS, INC. AND SUBSIDIARIES Reconciliation of Non-GAAP Measures (in thousands, except per-share amounts) During the second quarter of 2006 the Company recorded a $3.2 million non-cash write-down for goodwill impairment ($2.9 million) and the write off of deferred tax benefits ($0.3 million) associated with the Company's Swedish operation (Scan-Tech). This press release contains non-GAAP measures which adjust current year net income and fully diluted earnings per share to exclude the impact of these charges. The presentation of these non-GAAP measures is intended to enhance the usefulness of the financial information by providing measures which the Company's management uses internally to evaluate the Company's baseline performance. A reconciliation of net income and fully diluted earnings per share follows: 13 Weeks (unaudited) _________________________________________________ July 1, 2006 June 25, 2005 % Change Net Income, as reported $ 916 $ 4,628 -80.2% Add: Goodwill and deferred tax write offs 3,216 - N/A -------------------------------------------------- Net Income, as adjusted $ 4,132 $ 4,628 -10.7% __________________________________________________ Fully Diluted EPS, as reported $ 0.05 $ 0.25 -80.0% Add: Goodwill and deferred tax write offs 0.18 - N/A -------------------------------------------------- Fully Diluted, as adjusted $ 0.23 $ 0.25 -8.0% __________________________________________________ 26 Weeks (unaudited) _________________________________________________ July 1, 2006 June 25, 2005 % Change Net Income, as reported $ 4,336 $ 8,082 -46.3% Add: Goodwill and deferred tax write offs 3,216 - N/A -------------------------------------------------- Net Income, as adjusted $ 7,552 $ 8,082 -6.6% __________________________________________________ Fully Diluted EPS, as reported $ 0.24 $ 0.44 -45.5% Add: Goodwill and deferred tax write offs 0.18 - N/A -------------------------------------------------- Fully Diluted, as adjusted $ 0.42 $ 0.44 -4.5% __________________________________________________ EX-14 3 ex14.txt REVISED CODE OF ETHICS Exhibt 14.1 DORMAN PRODUCTS, INC. CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS I. Introduction This Code of Ethics for Senior Financial Officers (the "Code") applies to Senior Financial Officers of Dorman Products, Inc. and its subsidiaries (collectively, the "Company"). The term "Senior Financial Officer", as used in this Code, means the Company's Chief Executive Officer (i.e., the principal executive officer), Chief Financial Officer (i.e., the principal financial officer), Principal Accounting Officer, Controller and any other person performing similar functions. While this Code provides general guidance for appropriate conduct and avoidance of conflicts of interest, it does not supersede specific policies that are set forth in other Company policy statements. The purpose of this Code is to provide guidance to the Company's Senior Financial Officers with regard to and to promote the following: o honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; o * full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the "stocktickerSEC") and in other public communications made by the Company; o * compliance with applicable governmental laws, rules and regulations; o * prompt internal reporting to an appropriate person or persons identified in the Code of violations of the Code; and o * accountability for adherence to the Code. Each day, you are faced with making decisions that will affect the Company's business. You are obligated to comply with the Code guidelines and should avoid even the appearance of unethical or unprofessional behavior. To that end, you should seek advice from the Company's General Counsel when faced with a situation that may violate or give the appearance of violating the Code, Company policies, laws, rules or regulations. II. Honest and Ethical Conduct The Company expects and requires ethical behavior from Senior Financial Officers. You are expected to act in the best interests of the Company. Further, you must engage in and promote honest and ethical conduct, including handling actual or apparent conflicts of interest in an ethical manner, and act with honesty and integrity. III. Conflicts of Interest A conflict of interest exists when your personal interests interfere with, or give the appearance of interfering with, the interests of the Company. In the best interests of the Company, you must avoid actual or apparent conflicts between your personal interests and those of the Company, including gaining improper personal benefits as a result of your position. In addition, you should not use corporate assets or information for your personal gain. You should advise the General Counsel's office of any potential or suspected conflict so that the General Counsel's office can determine whether further approval from the Audit Committee of the Board of Directors of the Company is required. Conflicts of interest involving Senior Financial Officers are prohibited except when approved by the Audit Committee of the Company's Board of Directors. IV. Accuracy of Reporting As a publicly traded Company, the Company is required to comply with federal and state laws and regulations with respect to accuracy in the information it reports to the stocktickerSEC and communicates to the public. The Company's financial statements are relied upon both internally and externally by individuals making business or investment decisions. Accuracy and candor is critical to the financial health of the Company. As a result, Senior Financial Officers must act in good faith, responsibly, with due care and diligence in preparing the financial statements, reports and other documents filed or submitted to the stocktickerSEC as well as other public communications made by the Company (collectively, "stocktickerSEC Reports and Public Documents"). As a Senior Financial Officer, you must help ensure that stocktickerSEC Reports and Public Documents fairly disclose the Company's assets, liabilities and material transactions engaged in by the Company. You are responsible for the stocktickerSEC Reports and Public Documents meeting the following requirements: * SEC Reports and Public Documents must, in reasonable detail, accurately and fairly reflect the transactions engaged in by the Company and acquisitions and disposition of the Company's assets; * SEC Reports and Public Documents must not contain any untrue statement of material fact that would make the statements in the stocktickerSEC Reports and Public Documents misleading; o * Financial reports must be prepared in accordance with, or reconciled to, Generally Accepted Accounting Principles and applicable stocktickerSEC rules, including the stocktickerSEC accounting rules; and * SEC Reports and Public Documents must contain full, fair, accurate, timely and understandable disclosure. If you become aware of inaccuracies contained in the SEC Reports and Public Documents, or material omissions from the SEC Reports and Public Documents, you are required to immediately report such inaccuracies or omissions to the Chairman of the Company's Audit Committee pursuant to the procedure outlined in Section VI. Finally, you are required to respect the confidentiality of information acquired in the course of the performance of your responsibilities. V. Compliance with Laws, Rules and Regulations The Company's continued and current success largely depends upon its reputation for engaging in its business in an ethical and legal manner. Therefore, Senior Financial Officers must comply with both the letter and spirit of federal, state and local laws, rules and regulations applicable to the Company's business. VI. Responsibility for Reporting The Company has established a reporting system that requires Senior Financial Officers to report violations of any of the policies set forth in this Code. These mandatory reporting obligations apply whether or not the reporting person was personally involved in the alleged violation of the policies set forth in this Code. Upon observing or learning of any violation of the policies set forth in this Code, Senior Financial Officers must report the same by writing a letter describing the suspected violation with as much detail as possible and sending the letter to the Chairman of the Audit Committee, Confidential - Conduct of Business Affairs at: Dorman Products, Inc., P.O. Box 1800, 3400 East Walnut Street, Colmar, PA, 18915 or you may file a report with Ethics Point at www.ethicspoint.com or 1-866-384-4277. The Senior Financial Officer is required to sign the letter, unless such complaint relates to questionable accounting or auditing matters described below. The letter will be treated confidentially by the Company unless disclosure is required or deemed advisable by the Company in connection with any actual or potential governmental investigation or unless advised by the Company's outside counsel that disclosure would be in the interest of the Company. Anonymous letters will not normally be investigated, unless the correspondence concerns questionable accounting or auditing matters covered by the Whistle-Blower Policy. The Company will not investigate letters containing allegations of unspecified wrongdoing without verifiable evidentiary support. The report of an alleged violation of the Code must be factual, rather than speculative or conclusory, and must contain the following specific information to justify the commencement of an investigation: (i) the alleged event, including the date and location of such event, or issue that is the subject of the letter; (ii) the name of each person involved; and (iii) any additional information, documentation or other evidence available to support the reported violation. Once the Company receives notice of a suspected violation of this Code that complies with the foregoing requirements, the Company shall promptly begin an investigation. Such investigation shall be supervised by the Audit Committee. Once a violation is found to exist, the individual that violated the Code shall be subject to disciplinary action as described in Section stocktickerVII of the Code. The system of receipt, retention, and treatment of complaints regarding accounting, internal accounting controls or auditing matters that ensures the confidential and anonymous submission of employees' concerns regarding questionable accounting or auditing matters is covered by the separate Whistle-Blower Policy adopted by the Company. You can get a copy of such policy from the Company's General Counsel. The Company will not condone any form of retribution upon any Senior Financial Officer who uses the reporting system in good faith to report suspected wrongdoers, unless the individual reporting the violation is one of the violators. The Company will not tolerate any harassment or intimidation of any Senior Financial Officer using the reporting system. The Company will also exercise disciplinary action against any Senior Financial Officer who is found to have intimidated or harassed a person who has reported a suspected violation in good faith. VII. Compliance; Administration As a condition of employment and continued employment, each Senior Financial Officer must accept the responsibility of complying with the foregoing policies and acknowledge his or her receipt of the Code by executing the Acknowledgement attached hereto. Any Senior Financial Officer who knowingly and willfully violates any of these policies is subject to disciplinary action including but not limited to suspension or termination of employment, and such other action, including legal action, as the Company believes to be appropriate under the circumstances. The Audit Committee will make the determination as to penalties applicable to Senior Financial Officers for Code violations. VIII. Amendments; Waiver The Company reserves the right to amend, waive or alter the policies set forth in the Code at any time. Any amendment to the Code, or waiver or implicit waiver of any provision of the Code requires the approval of a majority of the Company's non-management directors. Unless the stocktickerSEC rules and regulations otherwise provide, amendments to and waivers of any provision of the Code must be promptly disclosed in accordance with stocktickerSEC regulations, including an explanation of why the waiver or implicit waiver was granted. Unless the stocktickerSEC rules and regulations otherwise provide, the term "waiver" means the Company's approval of a material departure from a provision of the Code; and the term "implicit waiver" means the Company's failure to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to the Company's executive officer. Adopted: August 1, 2006. ACKNOWLEDGEMENT I hereby acknowledge receipt of the Code of Ethics for Senior Financial Officers (the "Code") of Dorman Products, Inc and its subsidiaries (collectively, the "Company"). I have read the Code and understand and acknowledge that I may be subject to disciplinary action including, but not limited to suspension, termination of employment, or any other action, including legal action, by the Company in the event of my violation of the Code. Date: ________________ ----------------------------------- Name ----------------------------------- Signature ----------------------------------- Title -----END PRIVACY-ENHANCED MESSAGE-----