As filed with the Securities and Exchange Commission on June 27, 1996
Registration No._______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PLAY BY PLAY TOYS & NOVELTIES, INC.
(Exact name of issuer as specified in its charter)
Texas 74-2623760
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4400 Tejasco
San Antonio, Texas 78218-0267
(Address of Principal Executive Offices) (Zip Code)
PLAY BY PLAY TOYS & NOVELTIES, INC. 1994 INCENTIVE PLAN
AND NON-PLAN STOCK OPTION AGREEMENTS
(Full Title of Plan)
Joe M. Guerra
Chief Financial Officer, Secretary & Treasurer
PLAY BY PLAY TOYS & NOVELTIES, INC.
4400 Tejasco
San Antonio, TX 78218-0267
(Name and Address of Agent for Service)
Telephone Number, including area code, of
agent for service: (210) 829-4666
Copy of Communications to:
Joe M. Guerra Gregory B. Klenda, Esq.
Chief Financial Officer, KLENDA, MITCHELL,
Secretary and Treasurer AUSTERMAN & ZUERCHER, L.L.C.
PLAY BY PLAY TOYS & NOVELTIES, INC. 1600 Epic Center
4400 Tejasco 301 North Main Street
San Antonio, TX 78218-0267 Wichita, KS 67202-4888
CALCULATION OF REGISTRATION FEE
Approximate date of commencement of proposed sale to public: From time to
time after the Registration Statement becomes effective.
- --------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount
Title of Amount Offering Aggregate of
Securities to to be Price Per Offering Registration
be Registered Registered(4) Share(5) Price(5) Fee
- ------------- ------------- --------- --------- ------------
Common Stock,
No Par Value(1) 700,000 Shares $15.0625 $10,543,750 $3,635.77
Common Stock,
No Par Value(2) 12,000 Shares $15.0625 $ 180,750 $ 62.33
Common Stock,
No Par Value(3) 50,000 Shares $15.0625 $ 753,125 $ 259.70
Total: 762,000 Shares $3,957.80
- --------------------------------------------------------------------------------
1) Represents Common Stock issuable under the Play By Play Toys & Novelties,
Inc. 1994 Incentive Plan (the "Plan").
2) Represents Common Stock issuable under certain Non-Plan Stock Option
Agreements granted on or about April 13, 1995 (the "April '95 Non-Plan
Options").
3) Represents Common Stock issuable under certain Non-Plan Stock Option
Agreements granted on or about September 29, 1995 (the "September '95
Non-Plan Options").
4) Plus such additional number of shares as may hereafter become issuable
pursuant to the Plan in the event of a stock dividend, split-up of shares,
recapitalization or other similar transaction without receipt of
consideration which results in an increase in the number of shares
outstanding.
5) This estimate is made solely for the purpose of determining the amount of
the registration fee and is based upon the amount of $15.0625 per share,
the average high and low sale prices for the Registrant's stock as traded
on the NASDAQ National Market System on June 21, 1996.
2
REOFFER PROSPECTUS
The material which follows, up to but not including the page beginning
Part II of this Registration Statement, constitutes a Prospectus, prepared on
Form S-3, in accordance with General Instruction C to Form S-8, to be used in
connection with resales of securities acquired under the Registrant's 1994
Incentive Plan (the "Plan") by affiliates of the Registrant, as defined in Rule
405 under the Securities Act of 1933, as amended, and resales of securities
acquired under certain Non-Plan Options granted outside of the Plan by certain
affiliates of the Registrant.
REOFFER PROSPECTUS
762,000 SHARES
COMMON STOCK
(No Par Value)
PLAY BY PLAY TOYS & NOVELTIES, INC.
--------------------
This Reoffer Prospectus ("Prospectus") relates to the offering by PLAY BY
PLAY TOYS & NOVELTIES, INC. (the "Company") and the subsequent resale by
employees, officers, directors and affiliates of the Company (collectively
"Affiliates") of up to 700,000 shares of the Company's no par value common stock
purchasable pursuant to the Company's 1994 Incentive Plan (the "Plan"), and of
up to 62,000 shares of common stock, no par value, issuable upon the exercise of
certain Non-Plan Options granted outside of the Plan. As of April 1, 1996,
209,400 shares were subject to outstanding options under the Plan and 490,600
shares remained available for the granting of options.
--------------------
This Prospectus may be used by persons who are affiliates (as that term is
defined under the Securities Act of 1933, as amended) of the Company to effect
resales of the common stock issuable upon exercise of the above-described
options (the "Shares"). See "Selling Stockholders." The Company will receive no
part of the proceeds of any such sales. Sales will be made at the then current
market prices at the time of sale. Sales may involve the payment of brokers'
commissions by Selling Stockholders.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
--------------------
No person is authorized to give any information or to make any
representation not contained in this Prospectus in connection with the offer
made hereby, and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company. The delivery of this
Prospectus at any time does not imply that the information herein is correct as
of the time subsequent to the date hereof. The expenses of preparing and filing
the Registration Statement of which this Prospectus is a part are being borne by
the Company.
--------------------
The date of this Prospectus is June 27, 1996.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission ("Commission"). Reports and other information, including proxy
materials prepared in accordance with Section 14 of the Exchange Act, filed by
the Company can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549;
Suite 1400, 500 West Madison Street, Chicago, IL 60661; 7 World Trade Center,
New York, NY 10048; and 5670 Wilshire Boulevard, Los Angeles, CA 90036. Copies
of such material can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
The Company's common stock is traded on the NASDAQ National Market System under
the symbol "PBYP."
The Company furnishes annual reports to its shareholders which include
audited financial statements. The Company may also furnish quarterly financial
statements to shareholders and such other reports as may be authorized, from
time to time, by the Board of Directors.
INCORPORATION BY REFERENCE
Certain documents have been incorporated by reference into this
Prospectus, either in whole or in part. The Company will provide without charge
to each person to whom a Prospectus is delivered, upon written or oral request
of such person, (i) a copy of any and all of the information that has been
incorporated by reference (not including exhibits to the information unless such
exhibits are specifically incorporated by reference into the information), and
(ii) documents and information required to be delivered to the Company's
employees pursuant to Rule 428(b). Requests for such information shall be
addressed to the Company, ATTN: Mr. Joe M. Guerra, Chief Financial Officer,
Secretary and Treasurer, at 4400 Tejasco, San Antonio, TX 78218-0267, telephone
(210) 829-4666.
3
TABLE OF CONTENTS
PAGE
----
Introduction......................................................... 5
Selling Stockholders................................................. 5
Use of Proceeds...................................................... 6
Method of Sale....................................................... 6
SEC Position Regarding Indemnification............................... 6
Incorporation of Certain Documents by Reference...................... 7
Legal Matters........................................................ 8
Experts.............................................................. 8
4
INTRODUCTION
Play By Play Toys & Novelties, Inc. (the "Company") designs, develops,
markets and distributes stuffed toys and sculpted toy pillows based upon its
licenses for children's entertainment characters and corporate trademarks, and
non-licensed stuffed toys. The Company also markets and distributes a broad line
of novelty items. The Company markets and distributes its products in both
amusement and retail markets and believes it is a leading supplier of stuffed
toys and novelty items to the amusement industry. The Company was incorporated
in Texas in 1992. Its principal executive offices are located at 4400 Tejasco,
San Antonio, TX 78218 and its telephone number is (210) 829-4666.
SELLING STOCKHOLDERS
This Prospectus relates to possible sales by directors, officers and
employees of the Company of Shares which they may acquire through exercise of
options granted under the Company's 1994 Incentive Plan ("Plan") or through the
exercise of options granted to certain affiliates of the Company outside of the
Plan ("Non-Plan Options"). The names of Affiliates (all of whom are officers or
directors) who may be Selling Stockholders from time to time are listed below,
along with the number of Shares owned. The number of Shares which may be sold by
each such Affiliate from time to time will be updated in supplements to this
Prospectus, which will be filed with the Securities and Exchange Commission in
accordance with Rule 424(b) under the Securities Act of 1933, as amended.
SHARES BENEFICIALLY
OWNED
---------------------- EXERCISE
OPTIONS PRICE EXPIRATION
NAME NUMBER PERCENTAGE** GRANTED ($/SHARE) DATE
- ---- ------ ---------- ------- --------- ----------
Arturo G. Torres 1,450,990(1) 29.9% 15,000(2)(8) $ 13.475 04/13/00
10,000(3)(8) $ 14.58 09/29/00
Mark A. Gawlik 275,321 5.7% 12,000(4)(8) $ 13.475 04/13/00
10,000(3)(8) $ 14.58 09/29/00
Francisco Saez Moya 264,330 5.5% 12,000(2)(8) $ 13.475 04/13/00
Joe M. Guerra 11,070 * 12,000(4)(8) $ 13.475 04/13/00
3,000(7)(8) $ 14.44 04/01/01
Berto Guerra, Jr. 35,665 * 3,000(4)(8) $ 13.475 04/13/00
10,000(6)(8) $ 14.58 09/29/00
Tomas Duran 12,710 * 3,000(4)(8) $ 13.475 04/13/00
10,000(6)(8) $ 14.58 09/29/00
Ottis W. Byers ---- * 10,000(6)(8) $ 14.58 09/29/00
Steve K.C. Liao 2,500 * 10,000(5)(8) $ 14.58 10/17/00
James F. Place 16,873 * 3,000(4)(8) $ 13.475 04/13/00
10,000(3)(8) $ 14.58 09/29/00
- ------------
* Less than 1%.
** Does not include any unexercised option.
1) Includes 49,200 shares held in trust for the benefit of Mr. Torres'
three minor children (16,400 shares each), for which Mr. Torres is
the trustee.
2) All such options were granted on April 13, 1995, for the number of
shares and at the price indicated. The options are exercisable in
five increments of 20% each commencing on September 13, 1996 and on
each of the four anniversaries of the date of grant and expire ten
years from the date of grant.
5
3) All such options were granted on September 29, 1995, for the number
of shares and at the price indicated. The options are exercisable
commencing on September 29, 1996 and expire five years from the date
of grant.
4) All such options were granted on April 13, 1995, for the number of
shares and at the price indicated. The options are exercisable
commencing on April 13, 1996 and expire five years from the date of
grant.
5) Such options were granted on October 17, 1995, for the number of
shares and the price indicated. The options are exercisable in five
increments of 20% each commencing on April 17, 1996 and on each of
the four anniversaries of the date of grant and expire five years
from the date of grant.
6) Such options were granted in September 29, 1995 for the number of
shares and the price indicated. The options are exercisable in five
increments of 20% each commencing March 29, 1996 and on each of the
four anniversaries of the date of grant and expire five years from
the date of grant.
7) All such options were granted on April 1, 1996, for the number of
shares and at the price indicated. The options are exercisable
commencing on April 1, 1996 and expire five years from the date of
grant.
8) Sales under the Reoffer Prospectus are limited to the number of
shares issuable under the options granted under the Plan or under
the Non-Plan Options.
The address of each Selling Stockholder is the same as the Company's
address. All Shares listed above for sale represent Shares issuable upon
exercise of options granted under the Plan or under the Non-Plan Options.
USE OF PROCEEDS
The Company will not receive any proceeds upon the sale of the Shares
issuable upon the exercise of the stock options.
METHOD OF SALE
The Shares are being sold by the Selling Stockholders for their own
accounts. The Shares may be sold or transferred for value by the Selling
Stockholders, or by pledgees, donees, transferees, or other successors in
interest to the Selling Stockholders, in one or more transactions on the NASDAQ
National Market System, in negotiated transactions or in a combination of such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at prices otherwise negotiated. The
Selling Stockholders may effect such transactions by selling the Shares to or
through broker/dealers, and such broker/dealers may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Stockholders and/or the purchasers of the Shares for whom such broker/dealers
may act as agent (which compensation may be less than or in excess of customary
commissions).
There can be no assurance that any of the Selling Stockholders will sell
any or all of the Shares offered by them hereunder.
SEC POSITION REGARDING INDEMNIFICATION
As authorized by the Texas Business Corporation Act, the Company's
Articles of Incorporation provide that to the fullest extent permitted by Texas
law, as the same exists or may hereafter be amended, directors and former
directors of the Company will not be liable to the
6
Company or its shareholders for monetary damages for an act or omission
occurring in their capacity as a director. Texas law does not currently
authorize the elimination or limitation of the liability of a director to the
extent the director is found liable (i) for any breach of the director's duty of
loyalty to the Company or its shareholders, (ii) for acts or omissions not in
good faith that constitute a breach of duty of the director of the Company or
that involve intentional misconduct or a knowing violation of law, (iii) for
transactions from which the director received an improper benefit, whether or
not the benefit resulted from action taken within the scope of the director's
office, or (iv) for acts or omissions for which the liability of a director is
expressly provided by law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers or persons
controlling the Company under the provisions described above, the Company has
been informed that in the opinion of the Securities and Exchange Commission that
such indemnification is against public policy as expressed in that Act and is
therefore unenforceable.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference into this Prospectus the
following documents heretofore filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934:
1. The Company's Annual Report on Form 10-K for the year ended July 31,
1995, as filed under Section 13(a) of the Securities Exchange Act of
1934;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
October 31, 1995, as filed under Section 13(a) of the Securities Act
of 1933;
3. The Company's Quarterly Report on Form 10-Q for the quarter ended
January 31, 1996, as filed under Section 13(a) of the Securities Act
of 1933;
4. The Company's Quarterly Report on Form 10-Q for the quarter ended
April 30, 1996, as filed under Section 13(a) of the Securities Act
of 1933;
5. The Company's Report on Form 8-K dated May 14, 1996, as filed under
Section 13 of the Securities Exchange Act of 1934; and
6. The description of Common Stock included in the Company's
Registration Statement on Form 8-A as filed with the Commission on
or about October 26, 1995.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
after the date of this Registration Statement and prior to the filing of a
post-effective amendment, which indicate that all securities
7
offered hereby have been sold or which deregister all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed on for the
Company by Klenda, Mitchell, Austerman & Zuercher, L.L.C., 1600 Epic Center, 301
North Main Street, Wichita, Kansas 67202-4888.
EXPERTS
The consolidated balance sheets of Play By Play Toys & Novelties, Inc. and
Subsidiaries as of July 31, 1995 and 1994 and the consolidated statements of
income, retained earnings, and cash flows for each of the three years in the
period ended July 31, 1995, incorporated by reference in this Prospectus, have
been incorporated herein in reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
8
PART II.
Information Required in the Registration Statement
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference into this Registration
Statement the following documents heretofore filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933 and the
Securities Exchange Act of 1934:
1. The Company's Annual Report on Form 10-K for the year ended July 31,
1995, as filed under Section 13(a) of the Securities Exchange Act of
1934;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
October 31, 1995, as filed under Section 13(a) of the Securities Act
of 1933;
3. The Company's Quarterly Report on Form 10-Q for the quarter ended
January 31, 1996, as filed under Section 13(a) of the Securities Act
of 1933;
4. The Company's Quarterly Report on Form 10-Q for the quarter ended
April 30, 1996, as filed under Section 13(a) of the Securities Act
of 1933;
5. The Company's Report on Form 8-K dated May 14, 1996, as filed under
Section 13 of the Securities Exchange Act of 1934; and
6. The description of Common Stock included in the Company's
Registration Statement on Form 8-A as filed with the Commission on
or about October 26, 1995.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, after the date of this Registration Statement and prior to the
filing of a post-effective amendment, which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of
such documents.
Item 4. DESCRIPTION OF SECURITIES
Not Applicable.
Item 5. INTERESTS IN NAMED EXPERTS AND COUNSEL
Not Applicable.
3
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As authorized by the Texas Business Corporation Act, the Company's
Articles of Incorporation provide that to the fullest extent permitted by
Texas law, as the same exists or may hereafter be amended, directors and
former directors of the Company will not be liable to the Company or its
shareholders for monetary damages for an act or omission occurring in
their capacity as a director. Texas law does not currently authorize the
elimination or limitation of the liability of a director to the extent the
director is found liable (i) for any breach of the director's duty of
loyalty to the Company or its shareholders, (ii) for acts or omissions not
in good faith that constitute a breach of duty of the director of the
Company or that involve intentional misconduct or a knowing violation of
law, (iii) for transactions from which the director received an improper
benefit, whether or not the benefit resulted from action taken with the
scope of the director's office, or (iv) for acts or omissions for which
the liability of a director is expressly provided by law.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
The exhibits to this Registration Statement are listed in the Index
to Exhibits on Page 8 of this Registration, which Index is incorporated
herein by reference.
Item 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment
to this Registration Statement to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement.
The undersigned Registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that for the purposes
of determining any liability under the Securities Act of 1933, each filing
of the Registrant's Annual Report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
4
The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the Registration Statement to each employee to whom the
Registration Statement is sent or given a copy of the Registrant's Annual
Report to Shareholders for its last fiscal year, unless such employee
otherwise has received a copy of such report, in which case the Registrant
shall state in the Registration Statement that it will promptly furnish,
without charge, a copy of such report on written request of the employee.
If the last fiscal year of the Registrant has ended within one hundred
twenty (120) days prior to the use of the Registration Statement, the
Annual Report of the Registrant for the preceding fiscal year may be so
delivered, but within such one hundred twenty (120) day period the Annual
Report for the last fiscal year will be furnished to each such employee.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer, or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
5
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 Form S-8
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas on this 27th day of
June, 1996.
PLAY BY PLAY TOYS
& NOVELTIES, INC.
Dated: June 27, 1996
By /s/ JOE M. GUERRA
Joe M. Guerra, Chief Financial Officer,
Secretary and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated. Each person whose signature appears below
hereby authorizes Mark A. Gawlik and Joe M. Guerra, or either of them, as
attorneys-in-fact to sign on his behalf individually and in each capacity and as
stated below, and to file any amendments, including post-effective amendments,
to this Registration Statement.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ ARTURO G. TORRES Chairman of the Board and June 27, 1996
Arturo G. Torres Chief Executive Officer
(Principal Executive Officer)
/s/ MARK A. GAWLIK President, Chief Operating June 27, 1996
Mark A. Gawlik Officer and Director
/s/ JOE M. GUERRA Chief Financial Officer, June 27, 1996
Joe M. Guerra Secretary and Treasurer
(Principal Financial Officer)
/s/ TOMAS DURAN Director June 27, 1996
Tomas Duran
/s/ BERTO GUERRA, JR. Director June 27, 1996
Berto Guerra, Jr.
/s/ JAMES F. PLACE Director June 27, 1996
James F. Place
6
/s/ OTTIS W. BYERS Director June 27, 1996
Ottis W. Byers
/s/ STEVE K.C. LIAO Director June 27, 1996
Steve K.C. Liao
7
EXHIBIT INDEX
-------------
EXHIBIT DESCRIPTION SEQUENTIAL
NUMBER OF EXHIBIT PAGE NUMBER
- ------- ----------- -----------
4.1 Specimen of Stock Certificate, Incorporated by
Reference from Company's Registration Statement
on Form S-1 (Commission File No. 33-92204),
Exhibit No. 4.1
4.3 Form of Company's Grant of Incentive Stock Options,
Incorporated by Reference from Company's
Registration Statement on Form S-1 (Commission File
No. 33-92204), Exhibit No. 4.3
4.4 Form of Company's Non-Qualified Stock Option
Agreement, Incorporated by Reference from Company's
Registration Statement on Form S-1 (Commission File
No. 33-92204), Exhibit No. 4.4
4.5 Form of April '95 Non-Plan Stock Option Agreements ........... 12
4.6 Form of September '95 Non-Plan Option Agreements ............. 17
5 Opinion and Consent of Klenda, Mitchell, Austerman &
Zuercher, L.L.C. ............................................. 21
10.1 Play By Play Toys & Novelties, Inc. 1994 Incentive
Plan, as amended ............................................. 23
23 Consent of Coopers & Lybrand L.L.P. .......................... 35
24 Power of Attorney (included on the signature page of this
registration statement)
8