UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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TURBOCHEF TECHNOLOGIES, INC.
(Name of Registrant as Specified In Its Charter)
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TURBOCHEF TECHNOLOGIES, INC.
SIX CONCOURSE PARKWAY
SUITE 1900
ATLANTA, GEORGIA 30328
Richard E. Perlman | James K. Price | |||||
Chairman of the Board | President and Chief Executive Officer |
2007 ANNUAL MEETING OF STOCKHOLDERS
1. | Election of seven directors for a term of one year; |
2. | Ratification of the appointment of Ernst & Young LLP as our independent auditors for fiscal year 2007; and |
3. | Such other matters as may properly come before the meeting or any adjournments or postponements thereof. |
Richard E. Perlman | James K. Price | |||||
Chairman of the Board | President and Chief Executive Officer |
October 31, 2007
2007 ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
PAGE | ||||||
PROPOSAL ONE — ELECTION OF DIRECTORS | 3 | |||||
General Information | 5 | |||||
• Board of Directors | 5 | |||||
• Director Nominations | 6 | |||||
• Compensation Committee Interlocks and Insider Participation | 7 | |||||
• Director Compensation | 7 | |||||
• Executive Officers | 8 | |||||
• Section 16(a) Beneficial Ownership Reporting Compliance | 9 | |||||
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 10 | |||||
EXECUTIVE COMPENSATION | 13 | |||||
• Compensation Discussion and Analysis | 13 | |||||
• Summary Compensation Table | 17 | |||||
• Executive Agreements | 18 | |||||
• Other Compensation Information | 19 | |||||
EQUITY COMPENSATION PLAN INFORMATION | 21 | |||||
PROPOSAL TWO — SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS | 21 | |||||
• Report of the Audit Committee | 21 | |||||
• Independent Accountant Fees | 23 | |||||
STOCKHOLDER PROPOSALS FOR 2008 ANNUAL MEETING | 23 | |||||
OTHER MATTERS | 23 | |||||
PROXIES | 23 | |||||
COMMUNICATING WITH THE BOARD OF DIRECTORS | 24 | |||||
WHERE YOU CAN FIND MORE INFORMATION | 24 |
2007 ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
L.L.C., a merchant banking and financial advisory firm specializing in corporate restructuring and middle market companies, and has served as its president since its inception in May 1995. From 1991 to 1995, Mr. Perlman was executive vice president of Matthew Stuart & Co., Inc., an investment banking firm. Mr. Perlman is a director of Alloy, Inc., a media and marketing services company. Mr. Perlman received a B.S. in Economics from the Wharton School of the University of Pennsylvania and a Masters in Business Administration from the Columbia University Graduate School of Business.
and World Fuel Services Corporation. Mr. Presby received a B.S. in Electrical Engineering from Rutgers University, and an M.S. in Industrial Administration from the Carnegie Mellon University Graduate School of Business. He is a Certified Public Accountant in New York and Ohio.
establishment, maintenance and administration of the Company’s compensation programs and employment benefit plans. The Committee also establishes salaries, incentives and other forms of compensation for executive officers and administers the Company’s incentive compensation plans.
NAME | FEES PAID IN CASH | RESTRICTED STOCK UNITS AWARDS(1) | OTHER COMPENSATION | TOTAL | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
J. Thomas Presby(3) | $ | 6,250 | $ | 7,484 | $ | 13,734 | ||||||||||||
William A. Shutzer(4) | $ | 6,250 | $ | 7,484 | $ | 13,734 | ||||||||||||
Raymond H. Welsh(5) | $ | 6,250 | $ | 5,345 | $ | 11,595 | ||||||||||||
James W. DeYoung(6) | $ | 6,250 | $ | 5,345 | $ | 39,938 | (2) | $ | 51,533 | |||||||||
Sir Anthony Jolliffe(7) | $ | 6,250 | $ | 5,345 | $ | 39,938 | (2) | $ | 51,533 |
(1) | The grant date fair value under SFAS 123R of the RSUs awarded was $12.83 per share on October 29, 2006. |
(2) | Compensation was in the form of 4,580 restricted stock units each, awarded on May 2, 2006 for consulting services, vesting monthly over one year, with a delayed payout until May 2, 2009. The grant date fair value under SFAS 123R was $13.08 per share. |
(3) | At year end, Mr. Presby held stock options on 68,332 shares, all of which were vested, and RSUs for 7,000 shares, none of which were vested. |
(4) | At year end, Mr. Shutzer held stock options on 68,332 shares, all of which were vested, and RSUs for 7,000 shares, none of which were vested. |
(5) | At year end, Mr. Welsh held stock options on 53,332 shares, all of which were vested, and RSUs for 5,000 shares, none of which were vested. |
(6) | At year end, Mr. DeYoung held stock options on 61,665 shares, all of which were vested, and RSUs for 9,580 shares, 2,671 of which were vested but not payable until May 2, 2009. |
(7) | At year end, Sir Anthony Jolliffe held stock options on 89,998 shares, all of which were vested, and RSUs for 9,580 shares, 2,671 of which were vested but not payable until May 2, 2009. |
NAME | POSITION | |||||
---|---|---|---|---|---|---|
Richard E. Perlman | Chairman of the Board of Directors | |||||
James K. Price | President and Chief Executive Officer | |||||
James A. Cochran | Senior Vice President | |||||
Joseph T. McGrain | Vice President and President, Residential Oven Division | |||||
Paul P. Lehr | Vice President and Chief Operating Officer | |||||
Stephen J. Beshara | Vice President and Chief Branding Officer | |||||
J. Miguel Fernandez de Castro | Vice President and Chief Financial Officer | |||||
Dennis J. Stockwell | Vice President and General Counsel |
group. Mr. Fernandez is a Certified Public Accountant and received B.A. degrees in Economics and Spanish and a Masters degree in Accounting from the University of North Carolina at Chapel Hill.
TITLE OF CLASS | NAME AND ADDRESS OF BENEFICIAL OWNER OF CLASS | AMOUNT OF BENEFICIAL OWNERSHIP | PERCENT OF CLASS(1) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Common | Richard E. Perlman 655 Madison Avenue 23rd Floor New York, NY 10021 | 2,558,098(2 | ) | 8.6 | % | |||||||||
Common | James K. Price Suite 1900 Six Concourse Parkway Atlanta, GA 20328 | 2,125,945(3 | ) | 7.1 | % | |||||||||
Common | Jeffrey B. Bogatin 888 Park Avenue New York, NY 10021 | 1,479,164(4 | ) | 5.0 | % | |||||||||
Common | Steven Shapiro 360 Madison Avenue 21st Floor New York, NY 10017 | 1,460,100(5 | ) | 5.0 | % | |||||||||
Common | Ergates Capital Management, LLC 1525-B The Greens Way Jacksonville Beach, FL 32250 | 2,840,937(6 | ) | 9.7 | % | |||||||||
Common | FMR Corp. 82 Devonshire Street Boston, MA 02109 | 4,292,573(7 | ) | 14.6 | % | |||||||||
Common | Jack Silver SIAR Capital LLC 660 Madison Avenue New York, NY 10021 | 1,533,328(8 | ) | 5.2 | % |
(1) | Based upon 29,372,334 shares outstanding on October 22, 2007. |
(2) | Includes 416,633 shares of common stock issuable upon exercise of options and 464,878 shares currently owned by OvenWorks, LLLP, which is controlled by Mr. Perlman. |
(3) | Includes 416,666 shares of common stock issuable upon exercise of options. |
(4) | Based upon ownership reported in an amended Schedule 13D filed on December 21, 2006. |
(5) | Based upon ownership reported in a Schedule 13G filed on March 16, 2007. The Schedule 13G was filed by Steven Shapiro as well as the following related entities filing as a group: Bluenose Capital Fund (QP), L.P., Bluenose Master Fund, Ltd., Intrepid Capital Advisors, LLC and Intrepid Fund Management, LLC. |
(6) | Based upon ownership reported in an amended Schedule 13G filed on February 13, 2007. The amended Schedule 13G was filed by Ergates Capital Management, LLC as well as Jason S. Atkins and Ergon Capital, LP, which disclaims a “group” for these reporting purposes. |
(7) | Based upon ownership reported in a Schedule 13G filed on January 10, 2007. The Schedule 13G was filed by FMR Corp. as well as Edward C. Johnson 3d, Chairman of FMR Corp. |
(8) | Based upon ownership reported in a Schedule 13G filed on July 30, 2007. |
• | each of TurboChef’s directors; |
• | each of TurboChef’s named executive officers; and |
• | all of TurboChef’s directors and executive officers as a group. |
NAME OF BENEFICIAL OWNER | AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP (1) | PERCENT OF CLASS | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Richard E. Perlman | 2,558,098 | (2) | 8.6 | % | ||||||
James K. Price | 2,197,202 | (3) | 7.4 | % | ||||||
J. Thomas Presby | 192,071 | (4) | * | |||||||
William A. Shutzer | 1,889,562 | (5) | 6.4 | % | ||||||
Raymond H. Welsh | 240,874 | (6) | * | |||||||
Sir Anthony Jolliffe | 147,368 | (7) | * | |||||||
James W. DeYoung | 364,338 | (8) | 1.2 | % | ||||||
James A. Cochran | 310,287 | (9) | 1.1 | % | ||||||
Paul P. Lehr | 44,666 | (10) | * | |||||||
Joseph T. McGrain | 133,333 | (11) | * | |||||||
All current directors and executive officers as a group (13 persons) | 8,123,240 | (2)(12) | 26.1 | % |
* | Less than 1% |
(1) | Unless otherwise indicated, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. Percentages herein assume a base of 29,372,334 shares of common stock outstanding as of October 22, 2007. |
(2) | Includes 416,633 shares of common stock issuable upon exercise of options and 432,185 shares of common stock currently owned by OvenWorks, LLLP, which is controlled by Mr. Perlman. |
(3) | Includes 416,666 shares of common stock issuable upon exercise of options and 71,257 shares of common stock currently owned by OvenWorks, LLLP. |
(4) | Includes 68,332 shares of common stock issuable upon exercise of options, 3,500 shares of common stock issuable upon vesting of restricted stock units and 4,811 shares of common stock currently owned by OvenWorks, LLLP. |
(5) | Includes 68,332 shares of common stock issuable upon exercise of options, 3,500 shares of common stock issuable upon vesting of restricted stock units and 72,746 shares of common stock currently owned by OvenWorks, LLLP. |
(6) | Includes 53,332 shares of common stock issuable upon exercise of options, 2,500 shares of common stock issuable upon vesting of restricted stock units and 8,333 shares of common stock currently owned by OvenWorks, LLLP. |
(7) | Includes 89,998 shares of common stock issuable upon exercise of options, 2,500 shares of common stock issuable upon vesting of restricted stock units and 2,196 shares of common stock currently owned by OvenWorks, LLLP. |
(8) | Includes 61,665 shares of common stock issuable upon exercise of options, 2,500 shares of common stock issuable upon vesting of restricted stock units and 8,333 shares of common stock currently owned by OvenWorks, LLLP. |
(9) | Includes 148,333 shares of common stock issuable upon exercise of options and 10,802 shares of common stock currently owned by OvenWorks, LLLP. |
(10) | Shares issuable upon exercise of options. |
(11) | Shares issuable upon exercise of options. |
(12) | Includes 1,711,543 shares issuable upon exercise of options, 14,500 shares of common stock issuable upon vesting of restricted stock units and 432,185 shares of common stock currently owned by OvenWorks, LLLP. |
significant progress shown in many of the Company’s operations, the Compensation Committee awarded a discretionary bonus to each of the Chairman and Chief Executive Officer. The amount was determined by the committee based upon a relative measure of performance and results reflected in the bonus levels for other officers proposed by senior management and approved by the committee.
grants to participants of a total of 545,000 restricted stock units (“RSUs”), payable by issuance of one share of the Company’s common stock for each unit upon vesting. The RSUs vest one fifth each year, beginning March 10, 2008, so long as the participant is employed by the Company on the vesting date. Vesting of the RSUs will accelerate upon a change of control or sale of the Company. Under the 2007 Compensation Plan, Messrs. Perlman (Chairman) and Price (CEO) each were awarded 58,000 RSUs, Messrs. Lehr (Chief Operating Officer) and Beshara (Chief Marketing Officer) were awarded 66,000 RSUs, Mr. Cochran (Chief Financial Officer) was awarded 20,000 RSUs and Mr. McGrain (President, Residential Division) was awarded 12,000 RSUs.
NAME AND PRINCIPAL POSITION | YEAR | SALARY | BONUS | ALL OTHER COMPENSATION | TOTAL | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Richard E. Perlman | 2006 | $ | 393,608 | $ | 75,000 | $ | 35,862 | (1) | $ | 504,470 | ||||||||||||
Chairman | ||||||||||||||||||||||
James K. Price | 2006 | $ | 393,608 | $ | 75,000 | $ | 23,130 | (2) | $ | 491,738 | ||||||||||||
Chief Executive Officer | ||||||||||||||||||||||
James A. Cochran | 2006 | $ | 262,046 | $ | 25,000 | $ | 17,739 | (3) | $ | 304,785 | ||||||||||||
Senior Vice President, Chief Financial Officer | ||||||||||||||||||||||
Paul P. Lehr | 2006 | $ | 200,000 | $ | 50,000 | $ | 19,682 | (4) | $ | 269,682 | ||||||||||||
Chief Operating Officer | ||||||||||||||||||||||
Joseph T. McGrain | 2006 | $ | 200,000 | $ | 25,000 | — | $ | 225,000 | ||||||||||||||
President, Residential Oven Division |
(1) | Includes $16,130 paid in 2006 for contractual salary increases earned but not paid in 2004 and 2005 and amounts for automobile allowance, life and disability insurance premiums and credit card fees. |
(2) | Includes $16,130 paid in 2006 for contractual salary increases earned but not paid in 2004 and 2005. |
(3) | Includes $10,739 paid in 2006 for contractual salary increases earned but not paid in 2004 and 2005. |
(4) | Includes amounts for living expenses, life and disability insurance premiums and credit card fees. |
Option Awards | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Securities Underlying Unexercised Exercisable Options(1) | Option Exercise Price | Option Expiration Date | |||||||||||
Richard E. Perlman, Chairman | 416,633 | $ | 5.25 | October 29, 2013 | ||||||||||
James K. Price, Chief Executive Officer | 416,666 | $ | 5.25 | October 29, 2013 | ||||||||||
James A. Cochran, Chief Financial Officer | 133,333 | $ | 5.25 | October 29, 2013 | ||||||||||
15,000 | (2) | $ | 10.35 | May 3, 2015 | ||||||||||
Paul P. Lehr, Chief Operating Officer | 4,666 | (3) | $ | 10.20 | May 25, 2014 | |||||||||
40,000 | (2) | $ | 10.35 | May 3, 2015 | ||||||||||
Joseph T. McGrain, President, Residential Oven Division | 133,333 | (2) | $ | 10.35 | May 3, 2015 |
(1) | The Company accelerated the vesting of all outstanding stock options on December 31, 2005, so all options listed are fully vested. While the executive officer may exercise the options at any time, each has agreed not to sell the underlying shares until the date the shares would have vested but for the Company’s acceleration of vesting at the end of 2005. The shares underlying options that are still subject to the purchase-and-hold provision of the stock option modification agreements are indicated by footnote. |
(2) | Shares are released from the purchase-and-hold provision described in footnote (1) in equal amounts every three months over a three-year period beginning May 3, 2005. |
(3) | All shares were released from the purchase-and-hold provision described in footnote (1) on or before May 25, 2007. |
Option Awards | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | |||||||||
Richard E. Perlman, Chairman | -0- | -0- | |||||||||
James K. Price, Chief Executive Officer | -0- | -0- | |||||||||
James A. Cochran, Chief Financial Officer | -0- | -0- | |||||||||
Paul P. Lehr, Chief Operating Officer | 20,000 | $ | 107,000 | ||||||||
10,000 | 66,900 | ||||||||||
10,000 | 40,200 | ||||||||||
9,778 | 83,895 | ||||||||||
12,000 | 52,320 | ||||||||||
Joseph T. McGrain, President, Residential Oven Division | -0- | -0- |
Lehr and McGrain, in effect either immediately before the termination or on the first day of the term of the agreement, whichever is greater. The agreements provide for payment to be made within five business days after termination. Upon a change of control, as defined in the agreements, all outstanding stock options and the right to sell the underlying shares become fully vested. In addition, the executive may, during the six-month period following the change of control, resign and receive payment within five days of the lump-sum severance amounts described above. The employment agreements also provide for an additional, tax gross-up payment to be made by the Company to the executive in the event that, upon termination without cause or for “good reason” or in connection with a change in control, any payments made to the executive are subject to an excise tax under Section 4999 of the Internal Revenue Code. Finally, the employment agreements prohibit the executive from engaging in certain activities that compete with the Company, seeks to recruit its employees or disclose any of its trade secrets or otherwise confidential information.
Name | Type of Severance Benefit | Amount Payable | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Richard E. Perlman | Base Salary | $ | 1,194,438 | |||||||
Bonus | 75,000 | |||||||||
Benefits | 24,681 | |||||||||
IRC Sec. 4999 Gross Up | 446,015 | |||||||||
Total value: | $ | 1,740,134 | ||||||||
James K. Price | Base Salary | $ | 1,194,438 | |||||||
Bonus | 75,000 | |||||||||
Benefits | 33,426 | |||||||||
IRC Sec. 4999 Gross Up | 469,026 | |||||||||
Total value: | $ | 1,771,890 | ||||||||
James A. Cochran | Base Salary | $ | 795,201 | |||||||
Bonus | 25,000 | |||||||||
Benefits | 14,265 | |||||||||
IRC Sec. 4999 Gross Up | 310,914 | |||||||||
Total value: | $ | 1,145,380 | ||||||||
Paul P. Lehr | Base Salary | $ | 100,000 | |||||||
IRC Sec. 4999 Gross Up | 0 | |||||||||
Total value: | $ | 100,000 | ||||||||
Joseph T. McGrain | Base Salary | $ | 100,000 | |||||||
IRC Sec. 4999 Gross Up | 0 | |||||||||
Total value: | $ | 100,000 |
James W. DeYoung
Raymond H. Welsh
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) | |||||||||||
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Equity compensation plans approved by security holders | 3,221,162 | $ | 8.54 | 1,690,496 | ||||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||||
Total | 3,221,162 | $ | 8.54 | 1,690,496 |
— | the plan for, and the independent auditors’ report on, the audit of the Company’s financial statements; |
— | the Company’s financial disclosure documents, including all financial statements and reports filed with the Securities and Exchange Commission or sent to the Company’s stockholders; |
— | management’s selection, application and disclosure of critical accounting policies; |
— | changes in the Company’s accounting practices, principles, controls or methodologies; |
— | significant developments or changes in accounting rules applicable to the Company; and |
— | the adequacy of the Company’s internal controls and accounting and financial personnel. |
— | methods to account for significant unusual transactions; |
— | the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus; |
— | the process used by management in formulating particularly sensitive accounting estimates and the basis for the auditors’ conclusions regarding the reasonableness of those estimates; and |
— | disagreements with management over the application of accounting principles, the basis for management’s accounting estimates and the disclosures in the financial statements. |
William A. Shutzer
Raymond H. Welsh
(3) voting in person. Attendance at the annual meeting will not constitute a revocation of a proxy absent compliance with one of the foregoing three methods of revocation.
The Board of Directors recommends a vote FOR proposals (1) and (2). | Please Mark Here for Address Change or Comments | c | |||||||||||||||||
SEE REVERSE SIDE | |||||||||||||||||||
1. | Election of directors 01 Richard E. Perlman, 02 James K. Price, 03, James W. DeYoung, 04 Sir Anthony Jolliffe, 05 J. Thomas Presby, 06 William A. Shutzer and, 07 Raymond H. Welsh: | 2. | Ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for the year ending December 31, 2007: | FOR c | AGAINST c | ABSTAIN c | ||||
FOR all nominees listed above | WITHHOLD AUTHORITY | |||||||||
(except as marked to the contrary below). | to vote for all nominees listed above. | In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. | ||||||||
c | c | |||||||||
(INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name in the space below.) | | |||||||||
| | Receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement dated October 31, 2007, is hereby acknowledged. | |||||||||
___________________________________________ | ||||||||||
Signature | ||||||||||
_____________________________________ | ||||||||||
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD IN THE ENCLOSED ENVELOPE. | Signature | |||||||||
Dated:_________________________________, 2007 | ||||||||||
Please sign exactly as name appears hereon, including any official position or representative capacity. |
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