an31762650-s8.htm
As filed with the Securities and Exchange Commission on April 15, 2015
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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AngioDynamics, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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11-3146460
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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14 Plaza Drive
Latham, New York 12110
(Address of Principal Executive Offices) (Zip Code)
AngioDynamics, Inc. 2004 Stock and Incentive Award Plan
AngioDynamics, Inc. Employee Stock Purchase Plan
(Full Title of the Plan)
Stephen A. Trowbridge, Esq.
Senior Vice President and General Counsel
AngioDynamics, Inc.
14 Plaza Drive
Latham, New York 12110
(518) 795-1400
(Name, Address and Telephone Number,
including Area Code, of Agent for Service)
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer x
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Non-accelerated filer o
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Smaller reporting company o
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount to be
Registered(1)
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Proposed Maximum Offering
Price Per Share(2)
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Proposed Maximum
Aggregate Offering Price(2)
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Amount of
Registration Fee(2)
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Common Stock, par value $0.01 per share
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1,800,000 shares(3)
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$16.67
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$30,006,000
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$3,486.70
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares of common stock, par value $0.01 per share, of AngioDynamics, Inc. (“Common Stock”) that may become issuable under the AngioDynamics, Inc. 2004 Stock and Incentive Award Plan, as amended, and the AngioDynamics, Inc. Employee Stock Purchase Plan, as amended, by reason of any stock dividend, stock split, recapitalization or any other similar transaction.
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(2)
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Pursuant to Rule 457 under the Securities Act, the proposed maximum aggregate offering price and the registration fee are estimated based upon the average of the high and low sale prices of the Common Stock as reported on The Nasdaq Global Select Market on April 13, 2015.
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(3)
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This number consists of (i) 1,000,000 shares of Common Stock available for issuance under the AngioDynamics, Inc. 2004 Stock and Incentive Award Plan, as amended, and (ii) 800,000 shares of Common Stock available for issuance under the AngioDynamics, Inc. Employee Stock Purchase Plan, as amended.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is filed with the Securities and Exchange Commission (the “SEC”) by AngioDynamics, Inc., a Delaware corporation (the “Registrant”), in order to register (i) an additional 1,000,000 shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”), available for issuance under the AngioDynamics, Inc. 2004 Stock and Incentive Award Plan, as amended (the “2004 Plan”), and (ii) an additional 800,000 shares of Common Stock available for issuance under the AngioDynamics, Inc. Employee Stock Purchase Plan, as amended (the “Purchase Plan” and, together with the 2004 Plan, the “Plans”).
On October 28, 2004, the Registrant filed with the SEC a Registration Statement on Form S-8 (File No. 333-120057) to register 1,000,000 shares of Common Stock issuable under the 2004 Plan and 200,000 shares of Common Stock issuable under the Purchase Plan (the “2004 Registration Statement”). On November 6, 2006, the Registrant filed with the SEC a Registration Statement on Form S-8 (File No. 333-138456) to register an additional 1,000,000 shares of Common Stock issuable under the 2004 Plan (the “2006 Registration Statement”). On August 14, 2009, the Registrant filed with the SEC a Registration Statement on Form S-8 (File No. 333-161355) to register an additional 1,000,000 shares of Common Stock issuable under the 2004 Plan and an additional 200,000 shares of Common Stock issuable under the Purchase Plan (the “August 2009 Registration Statement”). On November 3, 2009, the Registrant filed with the SEC a Registration Statement on Form S-8 (File No. 333-162844) to register an additional 750,000 shares of Common Stock issuable under the 2004 Plan (the “November 2009 Registration Statement”). On November 16, 2010, the Registrant filed with the SEC a Registration Statement on Form S-8 (File No. 333-170619) to register an additional 300,000 shares of Common Stock issuable under the Purchase Plan (the “2010 Registration Statement”). On August 15, 2013, the Registrant filed with the SEC a Registration Statement on Form S-8 (File No. 333-190640) to register an additional 2,000,000 shares of Common Stock issuable under the 2004 Plan and an additional 500,000 shares of Common Stock issuable under the Purchase Plan (the “2013 Registration Statement”).
On October 28, 2014, the stockholders of the Registrant approved (i) an amendment to the 2004 Plan to increase the number of shares of Common Stock issuable under the 2004 Plan from 5,750,000 to 6,750,000 shares and (ii) an amendment to the Purchase Plan to increase the number of shares of Common Stock issuable under the Purchase Plan from 1,200,000 to 2,000,000. This Registration Statement is being filed to register the additional 1,000,000 shares of Common Stock issuable under the 2004 Plan and the additional 800,000 shares of Common Stock issuable under the Purchase Plan.
Pursuant to General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the 2004 Registration Statement, the 2006 Registration Statement, the August 2009 Registration Statement, the November 2009 Registration Statement, the 2010 Registration Statement and the 2013 Registration Statement, including, with respect to each registration statement, each of the documents filed by the Registrant with the SEC and incorporated or deemed to be incorporated by reference therein and including each of the documents filed as exhibits to such registration statement, except as otherwise updated or modified in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation of Documents by Reference.
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The following documents filed by the Registrant with the SEC pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (File No. 000-50761), are incorporated herein by reference: (i) the Annual Report on Form 10-K (including the portions of the Registrant’s Proxy Statement incorporated by reference therein) for the fiscal year ended May 31, 2014, filed with the SEC on August 14, 2014 (the “Form 10-K”), as amended by Amendment No. 1 to the Form 10-K filed with the SEC on January 8, 2015 and Amendment No. 2 to the Form 10-K filed with the SEC on January 12, 2015; (ii) the Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2014, filed with the SEC on October 15, 2014, the Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2014, filed with the SEC on January 9, 2015, and the Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2015, filed with the SEC on April 9, 2015; and (iii) the Current Reports on Form 8-K filed with the SEC on October 31, 2014 and November 14, 2014 (with respect to Item 8.01 thereof only); and (iv) the description of the Common Stock contained in the Registrant’s registration statement on Form 8-A (Registration No. 000-50761), filed by the Registrant with the SEC under Section 12(b) of the Exchange Act on May 13, 2004, including any amendments or reports filed for the purpose of updating such description. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.
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Item 5.
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Interests of Named Experts and Counsel.
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Stephen A. Trowbridge, who is providing an opinion on the validity of the issuance of the shares of Common Stock being registered hereby, is Senior Vice President and General Counsel of the Registrant. As an employee of the Registrant, Mr. Trowbridge participates in equity compensation plans of the Registrant on the same basis as other similarly eligible employees, pursuant to which Mr. Trowbridge owns or has options or rights to acquire an aggregate of less than 1% of the Registrant’s outstanding Common Stock. Mr. Trowbridge is eligible to participate in the Plans.
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EXHIBIT NUMBER
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DESCRIPTION
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3.1.1
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Amended and Restated Certificate of Incorporation of the Registrant.*
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3.1.2
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Certificate of Amendment, dated December 3, 2014, to the Amended and Restated Certificate of Incorporation of the Registrant.+
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3.2
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Amended and Restated Bylaws of the Registrant.**
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4.2
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Specimen Certificate for the Registrant’s Common Stock.***
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5.1
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Opinion of Stephen A. Trowbridge, Senior Vice President and General Counsel of the Registrant.+
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10.1
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AngioDynamics, Inc. 2004 Stock and Incentive Award Plan, as amended.+
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10.2
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AngioDynamics, Inc. Employee Stock Purchase Plan, as amended.+
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23.1
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Consent of Stephen A. Trowbridge, Esq., Senior Vice President and General Counsel of the Registrant (included in Exhibit 5).+
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23.2
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Consent of PricewaterhouseCoopers LLP.+
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24.1
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Power of Attorney (included on signature page to this Registration Statement).+
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*
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Incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on October 7, 2005.
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**
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Incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on October 7, 2005.
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***
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Incorporated by reference to Exhibit 4.2 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 5, 2004.
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+
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Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Latham, State of New York, on April 15, 2015.
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ANGIODYNAMICS, INC.
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By:
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/s/ Joseph M. DeVivo |
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Name: Joseph M. DeVivo |
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Title: Chief Executive Officer |
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph M. DeVivo and Mark T. Frost, and each or either of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for each of them and in each of their names, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each or either of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as each of them might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each or either of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on April 15, 2015.
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Signature
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Title
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Chairman of the Board, Director
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Howard W. Donnelly
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Chief Executive Officer and Director
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Joseph M. DeVivo
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(Principal Executive Officer)
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Executive Vice President—Chief Financial Officer
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Mark T. Frost
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and Treasurer (Principal Financial Officer and
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Principal Accounting Officer)
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Director
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David Burgstahler
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Director
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Jeffrey G. Gold
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Director
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Kevin J. Gould
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/s/ Wesley E. Johnson, Jr.
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Director
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Wesley E. Johnson, Jr.
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Director
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Steven R. LaPorte
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Director
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Dennis S. Meteny
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Director
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Sriram Venkataraman
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EXHIBIT INDEX
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EXHIBIT NUMBER
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DESCRIPTION
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3.1.1
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Amended and Restated Certificate of Incorporation of the Registrant.*
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3.1.2
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Certificate of Amendment, dated December 3, 2014, to the Amended and Restated Certificate of Incorporation of the Registrant.+
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3.2
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Amended and Restated Bylaws of the Registrant.**
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4.2
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Specimen Certificate for the Registrant’s Common Stock.***
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5.1
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Opinion of Stephen A. Trowbridge, Senior Vice President and General Counsel of the Registrant.+
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10.1
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AngioDynamics, Inc. 2004 Stock and Incentive Award Plan, as amended.+
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10.2
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AngioDynamics, Inc. Employee Stock Purchase Plan, as amended.+
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23.1
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Consent of Stephen A. Trowbridge, Esq., Senior Vice President and General Counsel of the Registrant (included in Exhibit 5).+
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23.2
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Consent of PricewaterhouseCoopers LLP.+
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24.1
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Power of Attorney (included on signature page to this Registration Statement).+
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*
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Incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on October 7, 2005.
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**
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Incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on October 7, 2005.
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***
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Incorporated by reference to Exhibit 4.2 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 5, 2004.
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+
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Filed herewith.
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