EXHIBIT(a)(5)(V)
DISTRICT COURT, COUNTY OF ARAPAHOE, COLORADO
Case No. 000V1855, Div. NO. 5
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PLAINTIFFS' CLASS ACTION COMPLAINT FOR BREACH OF FIDUCIARY DUTY AND JURY DEMAND
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STEVEN WOLK, JACOB WEINSTOCK, ARI ROSNER, DAVID BRETT and JOSEPH HUGHES, On
Behalf of Themselves and All Others Similarly Situated,
Plaintiffs,
vs.
VERIO INC., STEVEN C. HALSTEDT, JUSTIN L. JASCHKE, TOM MARINKOVICH, TRYGVE E.
MYHREN, PAUL J. SALEM, JAMES C. ALLEN, ARTHUR L. CAHOON, and YUKI ITO,
Defendants.
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Plaintiffs, Steven Wolk, Jacob Weinstock, Ari Rosner, David Brett and
Joseph Hughes, by their attorneys, make the following allegations upon
information and belief, except as to those allegations specifically pertaining
to plaintiffs and their counsel or which are predicated upon, intera alia, a
review of public filings made with the Securities and Exchange Commission
("SEC"), press releases and reports, and an investigation undertaken by
plaintiffs' counsel. Plaintiffs believe that further evidentiary support will
exist for the allegations set forth below after a reasonable opportunity for
discovery.
INTRODUCTION
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1. This is a class action on behalf of the public stockholders of Verio,
Inc. ("Verio" or the "Company") to enjoin certain actions of the defendants
related to the purchase of all of the outstanding shares of Verio common stock
by Nippon Telegraph & Telephone Corp. ("NTT"). The defendant directors of Verio
have breached their fiduciary duties of loyalty, candor and care in connection
with the proposed acquisition of Verio. Plaintiffs allege that the public
shareholders of Verio are entitled to injunctive relief restraining Verio's
Board of Directors from proceeding with the NTT Merger Agreement (the "Merger
Agreement"), or, alternatively, to strike certain provisions of the Merger
Agreement which have the effect of favoring NTT over other potential bidders and
were agreed to by the director defendants in breach of their fiduciary duties.
2. On May 8, 2000, Verio publicly announced that it had entered into a
definitive Merger Agreement with NTT. Under the terms of the Merger Agreement,
NTT will acquire all of the outstanding shares of Verio common stock that it
does not currently own for $60.00 per share in cash (the "Merger"). In view of,
inter alia, the fact that Verio stock traded as high as $80 per share as
recently as March 1, 2000, the merger consideration is grossly inadequate and
unfair compensation.
3. Prior to entering into the Merger Agreement, in direct breach of their
fiduciary duties owed to the Company's public shareholders, Verio's Board of
Directors failed to implement any auction or market check procedure or process
designed to maximize shareholder value. To the contrary, the Board improperly
agreed to provisions designed to protect their own personal interests and
positions, and to discourage competing bids, such as: (i) a $175 million
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"termination fee" which the Company would have to pay to NTT upon demand if a
superior bid is accepted; and (ii) a "no-shop" provision which prohibits the
Company and its officers and directors from soliciting third party offers and
requires that NTT be apprized of any competing proposal, including the status
and terms of any such proposal.
4. At the same time they were negotiating the Merger Agreement, Verio's
key inside directors and/or executives also arranged favorable private
arrangements for their personal financial benefit. Defendant Justin L. Jaschke,
Verio's founder, Chief Executive Officer and a member of the Company's Board of
Directors negotiated a lucrative agreement with NTT which provides for cash and
stock option bonuses and incentives in exchange for his continued employment
with the surviving company. Other key Verio executives entered into similar
agreements with NTT for their personal financial benefit.
5. The Merger Agreement failed to disclose that approximately 53% of NTT's
stock is owned by the Japanese Ministry of Finance. As such, the Merger would
give control over the backbone of the Internet in America to a Japanese company
whose majority shareholder is the Japanese government. Moreover, defendants
failed to disclose that there is a substantial risk that the Merger may be
blocked. Under United States federal law, takeovers of United States companies
by foreign buyers can be blocked if the acquisition poses a threat to national
security. Indeed, on or about July 6, 2000, it was announced that the Federal
Bureau of Investigation has raised national-security concerns about the Merger.
JURISDICTION AND VENUE
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6. This Court has jurisdiction over each of the defendants because they
conduct business in, reside in and/or are citizens of Colorado. Certain of the
defendants are citizens of Colorado, including defendant Verio which has its
principal place of business in this state, and defendants Jaschke and Halstedt
who reside in this state. The amount in controversy of plaintiffs' claims
exclusive of interest and costs is less than $75,000. This action is not
removable. Venue is proper in this Court because defendants' wrongful acts
arose in and emanated from this county.
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THE PARTIES
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7. Plaintiff's Steven Wolk, Jacob Weinstock, Ari Rosner, David Brett and
Joseph Hughes ("plaintiffs") are owners of common stock of Verio and have been
owners of such shares continuously since prior to the wrongs complained of
herein.
8. Defendant Verio is a corporation duly existing and organized under the
laws of the State of Delaware, with its principal executive officers located at
8005 South Chester Street, Suite 200, Englewood, Colorado. The Company is one of
the world's largest operators of Web sites for businesses and a leading provider
for comprehensive Internet services to small and mid-sized businesses.
9. At all times relevant hereto, each of the following defendants
(collectively the "Individual Defendants") were members of Verio's Board of
Directors (the "Board" or "Verio's Board"):
a. Defendant Steven C. Halstedt ("Halstedt") has served as Chairman
of the Board of Verio since the Company was formed in March 1996. Halstedt is
also the co-founder of Centennial Funds, a company for which defendant
Marinkovich also serves as a director. As of May 18, 2000, Halstedt
beneficially owned 122,988 shares of Verio common stock, including 66,000 shares
which Halstedt has the right to acquire through the exercise of options under
the Company's Stock Incentive Plan (the "Stock Option Plan"). In connection
with the approval of the transactions under the Merger Agreement, the Board
authorized upon consummation of the Merger the complete acceleration of all
unvested options currently held by Halstedt.
b. Defendant Justin L. Jaschke ("Jaschke") has served as Chief
Executive Officer of the Company since it was formed in March 1996. He is also
a member of the Board. As of May 18, 2000, Jaschke beneficially owned 1,722,758
shares of Verio common stock, including 1,358,710 shares which Jaschke has the
right to acquire through the exercise of options under the Stock Option Plan.
In connection with the approval of the transactions under the Merger Agreement,
the Board authorized upon consummation of the Merger the complete acceleration
of all unvested options currently held by Jaschke.
c. Defendant Authur L. Cahoon ("Cahoon") was appointed to the Board
in January 1999. As of May 18, 2000, Cahoon beneficially owned 993,336 shares of
Verio common stock, including 979,894 shares which Cahoon has the right to
acquire through the exercise of options under the Stock Option Plan. In
connection with the approval of the transactions under the Merger Agreement, the
Board authorized upon consummation of the Merger the complete acceleration of
all unvested options currently held by Cahoon.
d. Defendant Paul J. Salem ("Salem") has been a director of the
Company since December 1996. As of May 18, 2000, Salem beneficially owned
197,419 shares of Verio common stock, including 46,000 shares which Salem has
the right to acquire through the exercise of options under the Stock Option
Plan. In connection with the approval of the
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transactions under the Merger Agreement, the Board authorized upon consummation
of the Merger the complete acceleration of all unvested options currently held
by Salem.
e. Defendant James C. Allen ("Allen") has been a director of the
Company since May 1996. As of May 18, 2000, Allen beneficially owned 127,680
shares of Verio common stock, including 46,000 shares which Allen has the right
to acquire through the exercise of options under the Stock Option Plan. In
connection with the approval of the transactions under the Merger Agreement, the
Board authorized upon consummation of the Merger the complete acceleration of
all unvested options currently held by Allen.
f. Defendant Trygve E. Myhren ("Myhren") has been a director of the
Company since April 1997. As of May 18, 2000, Myhren beneficially owned 166,000
shares of Verio common stock, including 146,000 shares which Myhren has the
right to acquire through the exercise of options under the Stock Option Plan.
In connection with the approval of the transactions under the Merger Agreement,
the Board authorized upon consummation of the Merger the complete acceleration
of all unvested options currently held by Myhren.
g. Defendant Yukimasa Ito ("Ito") has been a director of the Company
since September 1998. Ito is also Vice President, Global IP Business of NTT
Communications. From November 1997 until October 1999, Ito was Vice President,
Service Planning of NTT Worldwide Telecommunications Inc. Ito is a citizen of
Japan and has worked for NTT or its subsidiaries since 1980.
h. Defendant Thomas A. Marinkovich ("Marinkovich") was appointed to
the Board on April 27, 2000 and serves as chairman of the audit committee.
Marinkovich also sits on the board of directors of Centennial Holdings, LLC, the
managing partner of the Centennial Funds which was co-founded by defendant
Halstedt. As of May 18, 2000, Marinkovich beneficially owned 37,000 shares of
Verio common stock, including 25,000 shares which Marinkovich has the right to
acquire through the exercise of options under the Stock Option Plan. In
connection with the approval of the transactions under the Merger Agreement, the
Board authorized upon consummation of the Merger the complete acceleration of
one-half of the unvested options currently held by Marinkovich.
FIDUCIARY DUTIES OF THE INDIVIDUAL DEFENDANTS
---------------------------------------------
10. By reason of the above Individual Defendants' positions with the
Company as officers and/or directors, said individuals are in a fiduciary
relationship with plaintiffs and the other public stockholders of Verio and
owe plaintiffs and the other members of the Class the highest duty of good
faith, fair dealing, loyalty and full, candid and adequate disclosure.
11. The claims are brought under state laws which require every corporate
director to act in good faith, in the best interest of a corporation's
shareholders and with such care, including reasonable inquiry, as would be
expected of an ordinarily prudent person. In a situation where the directors of
a publicly traded company undertake a transaction that may result in a change in
corporate control (particularly when it involves a decision to eliminate the
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shareholders' equity investment in a company), applicable law requires the
directors to take all steps reasonably required to maximize the value
shareholders will receive. To diligently comply with this duty, the directors
of a corporation may not take any action that:
A. adversely affects the value provided to the corporation's
shareholders;
B. contractually prohibits them from complying with or carrying out
their fiduciary duties;
C. discourages or inhibits alternative offers to purchase control of
the corporation or its assets;
D. subverts the interests of the corporation's public stockholders;
or
E. will otherwise adversely affect their duty to search and secure
the best value reasonably available under the circumstances for the
corporation's shareholders.
12. As described herein, the Individual Defendants have breached their
fiduciary duties by taking actions designed to halt any other offers and deter
higher offers from other potential acquirers by, among other things, concealing
the Company's 10-Q, including its balance sheet, until after the defendants
entered into and disclosed the acquisition agreement, thus capping the price of
Verio's common stock. Furthermore, the defendants have concealed material
information concerning the threat presented by 53% ownership of NTT by the
Japanese Ministry of Finance as well as information concerning the pending
investigation being conducted by U.S. governmental authorities to determine if
the acquisition poses a threat to national security.
CLASS ACTION ALLEGATIONS
------------------------
13. Plaintiffs bring this action on their own behalf and as a class
action, pursuant to Rule 23 of the Colorado Civil Court Rules, on behalf of
themselves and all holders of Verio common stock (the "Class"). Excluded from
the Class are defendants herein and any person, firm, trust, corporation or
other entity related to or affiliated with any of the defendants.
14. This action is properly maintainable as a class action.
15. The Class is so numerous that joinder of all members is impracticable.
As of July 5, 2000, there were approximately 79.7 million shares of Verio
common stock outstanding, owned by hundreds, if not thousands, of holders of
record scattered throughout the United States.
16. There are questions of law and fact which are common to the Class and
which predominate over questions affecting any individual Class members. The
common questions include, inter alia the following:
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a. whether the defendants, by entering into the Merger agreement,
have breached fiduciary duties owed by them to plaintiffs and the other members
of the Class;
b. whether the defendants have erected provisions designed to deter
other interested bidders;
c. whether the Merger is grossly unfair to the Class; and
d. whether plaintiffs and the other members of the Class would be
irreparably damaged were the transactions complained of herein consummated.
17. Plaintiffs are committed to prosecuting this action and have retained
competent counsel experienced in litigation of this nature. Plaintiffs' claims
are typical of the claims of the other members of the Class and plaintiffs have
the same interests as the other members of the Class. Accordingly, plaintiffs
are adequate representatives of the Class and will fairly and adequately protect
the interests of the Class.
18. Plaintiffs anticipate that there will be no difficulty in the
management of this litigation.
19. Defendants have acted on grounds generally applicable to the Class
with respect to the matters complained of herein, thereby making appropriate the
relief sought herein with respect to the Class as a whole.
SUBSTANTIVE ALLEGATIONS
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Background of the Company
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20. Verio is one of the world's largest operators of Web sites for
businesses and a leading provider of comprehensive Internet services to small
and mid-sized businesses. The Company offers customers a broad range of Internet
solutions, including: telecommunication circuits, web hosting services, domain
name registration, electronic commerce services, application hosting services,
secure Internet communication links, and other enhanced value Internet services.
Currently, the Company provides Web hosting services to customers in over 170
countries and offers locally based sales and engineering support for its
Internet services in 41 of the top 50 metropolitan statistical areas in the U.S.
The Company is now the largest Web hosting company in the world based on the
number of domain names.
21. Verio has performed very well recently, and is well-positioned for
future growth -- making it a very attractive target for acquisition. Total
revenue increased 47% from $55.1 million for the three months ended March 31,
1999 to $81.1 million for the three months ended March 31, 2000. Internal
growth contributed significantly to this increase as well as the acquisition of
digitalNATION, which was completed after March 31, 1999. Revenue from Web
hosting and other Internet enhanced value services increased from 49% of revenue
for the three
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months ended March 31, 1999 to 58% for the three months ended March 31, 2000,
and is expected to continue to grow as a percent of revenue.
Background To The Proposed Acquisition
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22. In September 1999, Verio announced that it had entered into an
agreement with a subsidiary of NTT (collectively referred to as "NTT"), to
provide Verio's Web hosting services to the Japanese market. Prior to the date
of the acquisition announcement, NTT held 8,987,754 shares of Verio's common
stock, representing approximately 11% of the outstanding stock. Under the
agreement, the entire NTT group of companies will be able to market Verio's Web
hosting services to businesses in Japan on a co-branded, "Powered by Verio"
basis. NTT paid a one-time, up front license fee payment of $1.3 million at the
time the agreement was signed, and in the future will pay ongoing monthly fees
based on actual services sold. Verio and NTT were in the process of working
together to plan and develop NTT's new data center in Tokyo, from which Verio's
Web hosting services will be offered by NTT in Japan. Verio and its investors
were expecting to launch the co-branded services in Japan in the spring of 2000.
23. On April 27, 2000, Verio announced positive financial results. The
Company recorded revenues of $81.1 million, a sequential increase of 11% over
the fourth quarter in 1999, and 47% growth versus the same period last year. The
Company recorded an EBITDA loss of $9.6 million, 14% better than analysts'
forecasts of $11.2 million.
24. On that same date, the Company also announced an agreement with
Gateway, whereby Verio will provide a comprehensive suite of e-business
products, such as Web hosting, e-commerce, DSL and dial-up Internet access to
Gateway's small and medium business customers. The agreement represents a very
positive development for the Company as it significantly increases Verio's
distribution channels.
25. Thus, by the end of April 2000, the benefits from investing in Verio
were on the verge of being realized by the Company's public shareholders.
Although the April 27, 2000 press release confirmed Verio's success, Verio's
shareholders were still waiting for Verio's disclosure of its 10-Q which would
include its balance sheet, the launch of the NTT joint venture together with the
benefits to be derived therefrom and the impact on Verio resulting from its
venture with Gateway.
The Proposed Merger
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26. After issuing themselves benefits that would vest upon a "change of
the control" of the Company, and just as Verio and its Shareholders were about
to reap the benefits of the NTT/Verio Web hosting joint venture for their
co-branded services, defendants announced on May 8, 2000, that NTT had agreed to
purchase all of the outstanding shares of Verio for $5.5 billion (the "Merger").
NTT currently owns approximately 11.4% of the outstanding shares of Verio.
Pursuant to the terms of the Merger, NTT will pay $60 in cash for each share of
Verio that it does not already own. NTT has publicly stated that it will make no
change in Verio's management.
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27. NTT commenced its tender offer on May 17, 2000 (the "Tender Offer").
The Tender Offer is scheduled to expire on July 14, 2000.
28. The Merger Agreement with NTT contains several provisions which are
clearly designed to make it difficult, if not impossible, for a third-party
competing bid to succeed:
a. the Merger Agreement contains a "lockup" provision which requires
Verio to pay NTT a "termination fee" of $175 million upon demand if Verio's
Board decides to proceed with a superior offer for the Company's shareholders;
b. the Merger Agreement contains a "no-shop" provision, which states
in part "[Verio] shall not...solicit, initiate, or encourage the submission
of...enter into any agreement with respect to or approve or recommend...or
participate in any discussions or negotiations regarding, or furnish to any
person any information with respect to the Company,...or take any other action
to facilitate any inquiries or the making of any proposal that constitutes, or
may reasonably be expected to lead to, any Takeover Proposal....The Company
shall...immediately cease any discussions or negotiations...with any persons
conducted heretofore with respect to any Takeover Proposal.
c. the Merger Agreement requires Verio to notify NTT in writing
concerning any acquisition proposals, inquiries, or offers within 24 hours of
receipt. In addition, the Company must use all reasonable efforts to keep NTT
informed of the status and details of any such inquiry, offer, or proposal, and
shall give NTT advance notice of the first delivery on non-public information to
such person and keep NTT fully informed of the status and material terms of any
such Takeover Proposal or inquiry.
29. By agreeing to the onerous defensive provisions in the Merger
Agreement, the Individual Defendants have impermissibly contracted away their
fiduciary obligation to consider any superior transaction absent an enormous
expense to Verio's shareholders.
30. Moreover, prior to entering into the Merger Agreement, the Individual
Defendants failed to conduct an auction or similar market check to maximize
shareholder value. Subsequent events have revealed that other parties have
expressed an interest in acquiring Verio.
31. Both NTT and Verio have said that there was at least one rival suitor
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for Verio. In exchange for endorsing NTT's offer, NTT agreed not to alter the
composition of Verio's management. Consistent with defendants' agreement to
endorse the acquisition, defendant Jaschke publicly stated that the agreement
between the two companies is in the "best interest" of Verio shareholders.
Self-Dealing
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32. The Merger Agreement with NTT is far from an arms-length transaction.
By entering into the improper Merger Agreement and continuing to favor the NTT
Merger, the Individual Defendants are advancing their own interests at the
expense of Verio's shareholders.
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33. As part of the Merger Agreement, and with the approval of the
Individual Defendants, defendant Jaschke and several other Verio executives have
secured lucrative contracts with the combined company and have used their
positions as shareholders, directors and management for the purpose of
benefiting themselves to the detriment of plaintiffs and other members of the
Class.
34. Defendant Jaschke and several other officers of the Company have
signed letter agreements with the combined entity which provide for significant
cash and stock compensation in exchange for their support of the Merger and
continued employment with the Company. Indeed, by entering into this Merger
Agreement, the Individual Defendants appear to be looking after their own
interests even if it means obtaining a lower price for the Company's
shareholders.
35. Defendants hastily entered into the Merger Agreement without
implementing any process or procedure designed to maximize shareholder value, in
direct breach of their fiduciary duties.
36. Furthermore, defendants failed to disclose material information,
necessary for the Company's shareholders to make an informed vote on whether to
tender their shares, including:
a. the Company's second quarter 2000 financial results; and
b. the fact that the Japanese Ministry of Finance owns approximately
53% of NTT and that the Merger has raised serious national security concerns
which are currently being investigated by U.S. government authorities, including
the Federal Bureau of Investigation and the Committee on Foreign Investment in
the United States.
COUNT I
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(Breach of Fiduciary Duty)
37. Plaintiffs repeat and reallege each allegation set forth herein.
38. The defendants have violated fiduciary duties owed to the public
shareholders of Verio and have acted to put their personal interests ahead of
the interests of Verio shareholders.
39. The Merger consideration to be paid to Class members is
unconscionable, unfair and grossly inadequate. The consideration agreed upon did
not result from an appropriate consideration of the value of Verio as the
Individual Defendants were presented with, and asked to evaluate, the proposed
merger without any attempt to sufficiently ascertain the true value of Verio
through open bidding or a "market check" mechanism.
40. The Individual Defendants have thus far failed to announce any active
auction or open bidding procedures best calculated to maximize shareholder value
and have, instead, agreed to the merger which will only serve to inhibit the
maximization of shareholder value.
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41. The Individual Defendants were and are under a duty:
a. to fully inform themselves of the market value of Verio before
taking, or agreeing to refrain from taking, action;
b. to act in the interests of the equity owners;
c. to maximize shareholder value;
d. to obtain the best financial and other terms when the Company's
independent existence will be materially altered by a transaction;
e. to act in accordance with their fundamental duties of due care and
loyalty.
42. By the acts, transactions and courses of conduct alleged herein,
defendants, individually and as part of a common plan and scheme or in breach
of their fiduciary duties to plaintiffs and the other members of the Class, are
attempting unfairly to deprive plaintiffs and other members of the Class of the
true value of their investment in Verio.
43. Verio shareholders will, if the transaction is consummated, be
deprived of the opportunity for substantial gains which the Company may realize.
44. By reason of the foregoing acts, practices and course of conduct, the
defendants have failed to exercise ordinary care and diligence in the exercise
of their fiduciary obligations toward plaintiffs and the other Verio public
stockholders.
45. As a result of the actions of defendants, plaintiffs and the other
members of the Class have been and will be damaged in that they have not and
will not receive their fair proportion of the value of the Company's assets and
businesses and will be prevented from obtaining appropriate consideration for
their shares of Verio common stock.
46. Unless enjoined by this Court, defendants will continue to breach
their fiduciary duties owed to plaintiffs and the other members of the Class,
and may consummate the proposed transaction which will exclude the Class from
its fair proportionate share of the Company's valuable assets and businesses,
and/or benefit them in the unfair manner complained of herein, all to the
irreparable harm of the Class, as aforesaid.
47. Plaintiffs and the Class have no adequate remedy at law.
JURY DEMAND
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Plaintiffs demand a trial by jury.
WHEREFORE, plaintiffs demand judgment and preliminary and permanent relief,
including injunctive relief, in their favor and in favor of the Class and
against defendants as follows:
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1. Declaring that this action is properly maintainable as a class action;
2. Declaring and decreeing that the Merger Agreement was entered into in
breach of the fiduciary duties of the Individual Defendants and is therefore
unlawful and unenforceable;
3. Enjoining defendants from proceeding with the Merger Agreement;
4. Enjoining defendants from consummating the merger, or a business
combination with a third party, unless and until the Company adopts and
implements a procedure or process, such as an auction, to obtain the highest
possible price for the Company;
5. Directing the Individual Defendants to exercise their fiduciary duties
to obtain a transaction which is in the best interests of shareholders until the
process for the sale or auction of the Company is completed and the highest
possible price is obtained;
6. Rescinding, to the extent already implemented, the merger agreement or
any of the terms thereof;
7. Awarding plaintiffs and the Class appropriate damages;
8. Awarding plaintiffs the costs and disbursements of this action,
including reasonable attorneys' and experts' fees;
9. Granting such other and further relief as this Court may deem just and
proper.
DATED: July 10, 2000
DYER & SHUMAN, LLP
/s/ Jeffrey A. Berens
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Robert J. Dyer III (5734)
Kip B. Shuman (23593)
Jeffrey A. Berens (28007)
801 East 17th Avenue
Denver, CO 80218-1417
(303) 861-3003
SCHIFFRIN & BARROWAY, LLP
Marc A. Topaz
Patricia C. Weiser
Three Bala Plaza East
Suite 400
Bala Cynwyd, PA 19004
(610) 667-7706
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BERNSTEIN, LIEBHARD &
LIFSHITZ, LLP
Stanley Bernstein
Michael Egan
10 East 40th Street
New York, NY 10016
(212) 779-1414
STULL, STULL & BRODY
Mark Levine
6 East 45th Street
New York, NY 10017
(212) 687-7230
WEISS & YOURMAN
Joseph Weiss
551 Fifth Avenue, #1600
New York, NY 10176
(212) 682-3025
BULL & LIFSHITZ, LLP
Peter D. Bull
Joshua M. Lifshitz
246 West 38th Street
New York, NY 10018
(212) 869-9449
Attorneys for Plaintiffs
Plaintiffs' Addresses:
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Steven Wolk Ari Rosner
991 Fawn Drive 921 51st Street
Southampton, PA 18966 Brooklyn, NY 11219
David Brett Joseph Hughes Jacob Weinstock
5521 NW 112th Ave. 1311 Cleveland Ave. 580 5th Ave.
Miami, FL 33178 East Point, GA 30344 New York, NY 10036
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