As filed with the Securities and Exchange Commission on October 4, 2004
SCHEDULE 14C INFORMATION STATEMENT
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
| | Preliminary Information Statement |_| Confidential, For Use of the
Commission Only (as permitted
|X| Definitive Information Statement by Rule 14c-5(d)(2))
FRONT PORCH DIGITAL INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person Filing Information Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials:
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-1l(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid: $
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
FRONT PORCH DIGITAL INC.
1140 PEARL STREET
BOULDER, COLORADO 80302
September 27, 2004
Dear Stockholder:
I am writing to inform you that the Board of Directors of Front Porch
Digital, Inc., a Nevada corporation (the "Company"), and holders of a majority
of the issued and outstanding shares of capital stock of the Company entitled to
vote on the matter set forth herein, have approved the following corporate
action in lieu of a meeting pursuant to Section 78.320 of the Nevada General
Corporation Law:
1. The amendment to the Company's Articles of Incorporation to (i)
change the name of the Company to "Incentra Solutions, Inc." and
(ii) increase the total number of authorized shares of Common
Stock, par value $.001 per share, from 150,000,000 shares to
200,000,000 shares.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
This Information Statement, which describes the above corporate action in
more detail, is being furnished to stockholders of the Company for informational
purposes only pursuant to Section 14(c) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the rules and regulations prescribed
thereunder. Pursuant to Rule 14c-2 under the Exchange Act, this corporate action
will not be effective until twenty (20) calendar days after the mailing of this
Information Statement to the stockholders of the Company, at which time we will
file the Certificate of Amendment with the Nevada Secretary of State to
effectuate the name change and the increase in the total number of authorized
shares of Common Stock.
Sincerely,
THOMAS P. SWEENEY III,
CHIEF EXECUTIVE OFFICER
FRONT PORCH DIGITAL, INC.
1140 PEARL STREET
BOULDER, COLORADO 80302
INFORMATION STATEMENT
SEPTEMBER 27, 2004
This Information Statement is being mailed to the stockholders of Front
Porch Digital, Inc., a Nevada corporation (sometimes hereinafter referred to as
"we", "us" or the "Company"), on or about September 27, 2004 in connection with
the corporate action referred to below. Our Board of Directors (the "Board") and
holders of a majority of the issued and outstanding shares of our capital stock
entitled to vote on the matter set forth herein have approved such matter.
Accordingly, this Information Statement is furnished solely for the purpose of
informing stockholders, in the manner required under Regulation 14C of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), of this
corporate action. No other stockholder approval is required. The record date for
determining stockholders entitled to receive this Information Statement has been
established as the close of business on August 19, 2004 (the "Record Date").
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
CORPORATE ACTION
The Nevada General Corporation Law permits the holders of a majority of
the shares of our outstanding capital stock to approve and authorize actions by
written consent of a majority of the shares outstanding as if the action were
undertaken at a duly constituted meeting of the stockholders of the Company. On
August 20, 2004, the holders (collectively, the "Majority Stockholders") of (i)
an aggregate of 41,095,812 shares of Common Stock, par value $.001 per share
(the "Common Stock"), of the Company and (ii) an aggregate of 2,466,971 shares
of Series A Preferred Stock, par value $.001 per share (the "Series A Preferred
Stock"), of the Company, which collectively represented approximately 58.7% of
the total votes entitled to be cast on the matter set forth herein, consented in
writing without a meeting to the matter described below. As a result, no further
votes will be needed. As of the Record Date, we had outstanding 104,756,445
shares of Common Stock and 2,466,971 shares of Series A Preferred Stock, which
are convertible into 49,339,410 shares of Common Stock. The corporate action
described in this Information Statement will not afford stockholders the
opportunity to dissent from the action described herein or to receive an agreed
or judicially appraised value for their shares.
The Board and the Majority Stockholders have consented to the adoption
and filing of a Certificate of Amendment ("Certificate of Amendment") to the
Articles of Incorporation of the Company in the form of EXHIBIT A attached to
this Information Statement, which provides for: (i) the change in the name of
the Company to "Incentra Solutions, Inc." and (ii) the increase in the total
number of authorized shares of Common Stock from 150,000,000 shares to
200,000,000 shares. We will pay the expenses of furnishing this Information
Statement, including the cost of preparing, assembling and mailing this
Information Statement.
AMENDMENT TO ARTICLES OF INCORPORATION
TO INCREASE THE TOTAL NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK AND CHANGE THE NAME OF THE COMPANY
On August 20, 2004, the Board and the Majority Stockholders adopted
resolutions to amend our Articles of Incorporation to: (i) change the name of
the Company to "Incentra Solutions, Inc." and (ii) increase the number of
authorized shares of Common Stock from 150,000,000 shares to 200,000,000 shares.
NAME CHANGE
The change in the corporate name is deemed necessary to more accurately
reflect the current business activities of the Company in its name. The Board
believes that a change in the corporate name to "Incentra Solutions, Inc." will
better communicate to the public the current and future nature of the Company's
business operations and enable the Company to better implement its business
plan.
After the name change, the Company will apply for a new CUSIP number for
its Common Stock and it is anticipated that the Company's trading symbol for the
OTC Bulletin Board will be changed from "FPDI". The proposed name change will
not have any material affect on our business, operations, reporting requirements
or stock price. Stockholders will not be required to have new stock certificates
reflecting the name change. New stock certificates will be issued in due course
as old certificates are tendered to our transfer agent.
INCREASE IN AUTHORIZED SHARES OF COMMON STOCK
As of the Record Date, we had outstanding 104,756,445 shares of Common
Stock and 2,466,971 shares of Series A Preferred Stock (which are convertible
into 49,339,410 shares of Common Stock). Further, at such date, 16,929,000
shares of Common Stock were reserved for issuance under our 2000 Equity
Incentive Plan in respect of outstanding options, 9,107,143 shares of Common
Stock were issuable upon conversion of approximately $4,500,000 aggregate
principal amount of 8% Convertible Notes due September 30, 2004, 13,737,696
shares of Common Stock were issuable upon the exercise of outstanding warrants
and 2,342,274 shares of Common Stock were issuable upon the exercise of other
outstanding options.
In approving the increase in the authorized shares of Common Stock, the
Board believed that the number of authorized shares of Common Stock remaining
available was not sufficient to permit the conversion or exercise in full of all
outstanding convertible securities, options and warrants or to enable us to
respond to potential business opportunities and pursue important objectives that
may present themselves. Accordingly, the Board believed it was in the Company's
best interests to increase the number of authorized shares of Common Stock as
described above. The Board also believed that the availability of such shares
will provide us with the flexibility to issue Common Stock for proper corporate
purposes that may be identified by the Board from time to time, such as stock
dividends (including stock splits in the form of
stock dividends), financings, acquisitions, or strategic business relationships.
Presently, the number of authorized shares of Common Stock remaining available
is not sufficient to cover the number of shares issuable upon the conversion of
our outstanding shares of Series A Preferred Stock into Common Stock. Further,
the Board believed the availability of additional shares of Common Stock will
enable us to attract and retain talented employees through the grant of
additional stock options and other stock-based incentives. An important part of
our business strategy is to develop various technologies, including through the
acquisition of assets and businesses deemed synergistic with our operations.
Although we do not currently have any agreements with respect to future
acquisitions, we continue to review acquisition opportunities. The issuance of
additional shares of Common Stock may have a dilutive effect on earnings per
share and a person who does not purchase additional shares will not be able to
maintain his or her pro rata interest of a stockholder's percentage voting
power.
The authorized shares of Common Stock in excess of those issued or
reserved for issuance, will be available for issuance at such times and for such
corporate purposes as the Board may deem advisable without further action by our
stockholders, except as may be required by applicable laws or the rules of any
stock exchange or national securities association trading system on which the
securities may be listed or traded. Upon issuance, such shares will have the
same rights as the outstanding shares of Common Stock. Holders of Common Stock
do not have preemptive rights. The Board does not intend to issue any Common
Stock except on terms that the Board deems to be in the best interest of the
Company and its then-existing stockholders.
The Board did not approve this proposed amendment with the intent to use
the ability to issue additional Common Stock to discourage tender offers or
takeover attempts. However, the availability of authorized Common Stock for
issuance could render more difficult or discourage a merger, tender offer, proxy
contest or other attempt to obtain control of the Company. The proposed
amendment is not in response to any effort on the part of any party to
accumulate material amounts of Common Stock or to acquire control of the Company
by means of merger, tender offer, proxy contest or otherwise, or to change the
Company's management. In addition, the corporate action is not part of any plan
by management to recommend a series of similar amendments to the Board and the
stockholders.
Effective upon the filing of the Certificate of Amendment with the Nevada
Secretary of State, (i) the name of the Company will be "Incentra Solutions,
Inc." and (ii) the total number of authorized shares of Common Stock will be
200,000,000. We expect to file the Certificate of Amendment as soon as
practicable following the twenty (20) day period after this Information
Statement is first mailed to the stockholders entitled to receive this
Information Statement.
PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of August 19, 2004
regarding beneficial stock ownership of (i) all persons known to the Company to
be beneficial owners of more than 5% of each class of outstanding capital stock
of the Company; (ii) each director of the Company and the executive officers of
the Company whose compensation is required to be reported pursuant to Item
402(a)(2) of Regulation S-B and (iii) all officers and directors of the Company
as a group. Each of the persons in the table below has sole voting power and
sole dispositive power as to all of the shares shown as beneficially owned by
them, except as otherwise indicated.
Number of
Shares
Beneficially Percent of
Owned (1) Outstanding
Name Title of Class ------------ Shares(2)(3)
- --------------- -------------------------- -----------
5% BENEFICIAL OWNERS
Great Hill Equity Partners LP Common Stock 37,326,115 30.7% (4)
One Liberty Square Series A Preferred Stock 843,170 34.5%
Boston, MA 02109
Tudor Investment Corporation Common Stock 26,845,466 21.5% (5)
1275 King Street Series A Preferred Stock 1,004,405 41.0 %
Greenwich, CT 06831
J.P. Morgan Direct Venture Capital Common Stock 23,307,959 20.0% (6)
Institutional Series A Preferred Stock 602,775 24.4%
Investors, LLC
522 Fifth Avenue
New York, NY 10036
Providence Equity Partners III, LP Common Stock 6,190,309 5.9% (7)
50 Kennedy Plaza
Providence, RI 02903
DIRECTORS AND EXECUTIVE OFFICERS
Christopher S. Gaffney Common Stock 37,326,115 30.7% (4)
One Liberty Square Series A Preferred Stock 843,170 34.5%
Boston, MA 02109
Thomas P. Sweeney III Common Stock 7,054,200 6.5% (8)
1140 Pearl Street Series A Preferred Stock 16,588 *
Boulder, CO 80302
Michael Knaisch Common Stock 1,998,143 * (9)
1140 Pearl Street
Boulder, CO 80302
Number of
Shares
Beneficially Percent of
Owned (1) Outstanding
Name Title of Class ------------ Shares(2)(3)
- --------------- -------------------------- -----------
Matthew Richman Common Stock 1,525,143 * (10)
1140 Pearl Street
Boulder, CO 80302
James Wolfinger Common Stock 595,238 *
1140 Pearl Street
Boulder, CO 80302
Walter Hinton Common Stock 287,260 * (11)
1140 Pearl Street
Boulder, CO 80302
Paul McKnight Common Stock 240,285 * (12)
1140 Pearl Street
Boulder, CO 80302
Patrick Whittingham -- -- --
12 Heron Drive
Old Tappan, NJ 07675
Carmen J. Scarpa -- -- --
50 Rowes Wharf, 6th Floor
Boston, MA 02110
All directors and executive officers as a group (9 persons)
Common Stock 49,026,384 38.1%
Series A Preferred Stock 859,758 34.9%
- ----------
* Constitutes less than 1%
1. For the purposes of this table, a person is deemed to have "beneficial
ownership" of any shares of Common Stock that such person has the right to
acquire within 60 days after August 19, 2004.
2. All percentages for Common Stock are calculated based upon a total of
104,756,445 shares outstanding as of August 19, 2004, plus, in the case of the
person for whom the
calculation is made, that number of shares of Common Stock that such person has
the right to acquire within 60 days after August 19, 2004.
3. All percentages for Series A Preferred Stock are calculated based upon a
total of 2,466,971 shares outstanding as of August 19, 2004.
4. Represents 36,110,815 shares of Common Stock owned of record by Great
Hill Equity Partners LP ("GHEP") (assuming conversion of 815,715 shares of
Series A Preferred Stock into 16,314,297 shares of Common Stock) and 1,215,300
shares of Common Stock owned of record by Great Hill Investors, LLC ("GHI")
(assuming conversion of 27,455 shares of Series A Preferred Stock into 549,091
shares of Common Stock). The foregoing numbers represent shares for which GHEP
and GHI each has shared dispositive and voting power. Such shares may be deemed
to be beneficially owned by Great Hill Partners GP, LLC ("GP"), the general
partner of GHEP, Great Hill Partners, LLC ("GHP"), a manager of GP and Messrs.
Christopher S. Gaffney, John G. Hayes and Stephen F. Gormley, the managers of
GHI, GHP and GP. Share information is furnished in reliance on the Schedule 13D
dated August 18, 2004 filed by the persons named herein with the Securities and
Exchange Commission. The persons named herein have each specifically disclaimed
that they are a member of a group for purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
5. Represents 24,161,509 shares of Common Stock owned of record by Tudor
Ventures II LP ("Tudor") (assuming conversion of 903,994 shares of Series A
Preferred Stock into 18,079,880 shares of Common Stock), 2,665,826 shares of
Common Stock owned of record by The Raptor Global Portfolio Ltd. ("Raptor")
(assuming conversion of 99,741 shares of Series A Preferred Stock into 1,994,820
shares of Common Stock), and 18,131 shares of Common Stock held by The Altar
Rock Fund LP ("Altar") (assuming conversion of 670 shares of Series A Preferred
Stock into 13,400 shares of Common Stock). The foregoing numbers represent
shares for which Tudor, Raptor and Altar each has shared dispositive and voting
power. Such shares may be deemed to be beneficially owned by Tudor Investment
Corporation ("TIC"), the sole general partner of Altar and an investment advisor
for Tudor and Raptor, and Paul Tudor Jones, II, the controlling shareholder of
TIC. Tudor Ventures Group LP ("TV GP"), the general partner of Tudor, and Tudor
Ventures Group LLC, the general partner of TV GP, and may also be deemed to be
the beneficial owner of the shares held by Tudor. Share information is furnished
in reliance on the Schedule 13D dated August 18, 2004 filed by the persons named
herein with the Securities and Exchange Commission. The persons named herein
have each specifically disclaimed that they are a member of a group for purposes
of Section 13(d) or 13(g) of the Exchange Act.
6. Represents 19,245,798 shares of Common Stock owned of record by JP Morgan
Direct Venture Capital Institutional Investors LLC ("JPM Institutional")
(assuming conversion of 497,532 shares of Series A Preferred Stock into
9,950,633 shares of Common Stock), 3,115,135 shares of Common Stock owned of
record by JP Morgan Direct Venture Private Investors LLC ("JPM Private")
(assuming conversion of 81,136 shares of Series A Preferred Stock into 1,622,729
shares of Common Stock), and 947,026 shares of Common Stock owned of record by
522 Fifth Avenue Fund, LP ("522 Fund") (assuming conversion of 24,107 shares of
Series A
Preferred Stock into 482,136 shares of Common Stock). The foregoing numbers
represent shares for which JPM Institutional, JPM Private and 522 Fund each has
shared dispositive and voting power. The shares held by JPM Institutional may be
deemed to be beneficially owned by JPMorgan Chase Bank ("JPMCB"), its investment
advisor and JPMorgan Chase & Co., the parent of JPMCB. The shares held by JPM
Private may be deemed to be beneficially owned by J.P. Morgan Investment
Management Inc. ("JPMIM"), its investment advisor. The shares held by 522 Fund
may be deemed to be beneficially owned by 522 Fifth Avenue Corp. ("522 Corp."),
its general partner, JPMIM, its investment advisor and the sole stockholder of
522 Corp., J.P. Morgan Fleming Asset Management Holdings Inc. ("Fleming"), the
sole stockholder of JPMIM and JPMCB, the sole stockholder of Fleming and the
indirect parent of JPMIM. Share information is furnished in reliance on the
Schedule 13D dated August 18, 2004 filed by the persons named herein with the
Securities and Exchange Commission. The persons named herein have each
specifically disclaimed that they are a member of a group for purposes of
Section 13(d) or 13(g) of the Exchange Act.
7. Represents 6,125,411 shares of Common Stock owned of record by Providence
Equity Partners III L.P. ("PEP3") and 64,898 shares of Common Stock owned of
record by Providence Equity Operating Partners III L.P. ("PEOP3"). The foregoing
numbers represent shares for which PEP3 and PEOP3 each has sole dispositive and
voting power. Such shares may be deemed to be beneficially owned by Providence
Equity GP III L.P. ("PEGP3"), the sole general partner of each of PEP3 and
PEOP3, Providence Equity Partners III LLC (the "LLC"), the sole general partner
of PEGP3, and Jonathan M. Nelson, a 50% owner of LLC. Share information is
furnished in reliance on the Schedule 13G dated August 18, 2004 filed by the
persons named herein with the Securities and Exchange Commission. Each of PEGP3
and the LLC have specifically disclaimed beneficial ownership except to the
extent of its pecuniary interest therein.
8. Represents 1,224,420 shares of Common Stock owned of record by Equity
Pier LLC, of which Mr. Sweeney is the founder and managing member, 3,324,696
shares issuable upon the exercise of presently exercisable warrants held by
Equity Pier LLC, 1,418,272 shares of Common Stock owned of record by Mr.
Sweeney, 755,046 shares issuable upon the exercise of presently exercisable
options and assumes conversion of 16,588 shares of Series A Preferred Stock into
331,767 shares of Common Stock.
9. Represents 648,143 shares of Common Stock owned of record by Mr. Knaisch
and 1,350,000 shares of Common Stock issuable upon the exercise of presently
exercisable options.
10. Represents 600,143 shares of Common Stock owned of record by Mr. Richman
and 925,000 shares of Common Stock issuable upon the exercise of presently
exercisable options.
11. Represents 119,048 shares of Common Stock owned of record by Mr. Hinton
and 168,212 shares issuable upon the exercise of presently exercisable options.
12. Represents 1,344 shares of Common Stock owned of record by Mr. McKnight,
1,000 shares of Common Stock owned by Mr. McKnight's spouse and 237,941 shares
issuable upon the exercise of presently exercisable options. Mr. McKnight is a
member of Equity Pier LLC and
disclaims beneficial ownership of the shares of Common Stock beneficially owned
by such entity.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
The security holdings of our directors and executive officers are listed
above in the section entitled "Principal Stockholders and Security Ownership of
Management." Except as disclosed above, none of the following persons has any
substantial interest, direct or indirect, by security holdings or otherwise, in
any matter to be acted upon:
(i) Any director or officer since the beginning of our last fiscal
year;
(ii) Any proposed nominee for election as a director; or
(iii) Any associate or affiliate of any of the foregoing persons.
FINANCIAL AND OTHER INFORMATION
The following information contained in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 2003, as filed with the Securities
and Exchange Commission on April 15, 2004 is incorporated herein by reference:
(i) the Company's audited financial statements for the years ended December 31,
2003 and 2002 and (ii) the section entitled "Management's Discussion and
Analysis or Plan of Operation" set forth in Item 6 of Part II.
OTHER MATTERS
The Board is not aware that any matter other than those described in this
Information Statement is to be presented for the consent of the stockholders.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
One Information Statement will be delivered to multiple stockholders
sharing an address unless we receive contrary instructions from one or more of
the stockholders sharing such address. Upon receipt of such notice, we will
undertake to promptly deliver a separate copy of the Information Statement to
the stockholder at the shared address to which a single copy of the Information
Statement was delivered and provide instructions as to how the stockholder can
notify us that the stockholder wishes to receive a separate copy of this
Information Statement or other communications to the stockholder in the future.
In the event a stockholder desires to provide us with such notice, it may be
given verbally by telephoning our offices at (303) 440-7930 or by mail to our
address at 1140 Pearl Street, Boulder, Colorado 80302, Attn: Secretary.
INCORPORATION BY REFERENCE
This Information Statement incorporates by reference certain information
contained in our annual report on Form 10-KSB for our fiscal year ended December
31, 2003, as filed with the Securities and Exchange Commission on April 15,
2004, a copy of which is enclosed herewith.
By Order of the Board of
Directors,
By: /s/ Thomas P. Sweeney III
---------------------------
THOMAS P. SWEENEY III,
CHIEF EXECUTIVE OFFICER
Date: September 27, 2004
Boulder, Colorado
EXHIBIT A
CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF FRONT PORCH DIGITAL INC.
The undersigned officer of Front Porch Digital Inc. does hereby certify that:
1. The name of the corporation for which this Certificate of
Amendment to the Articles of Incorporation is being filed is Front Porch Digital
Inc. (the "Corporation").
2. The original Articles of Incorporation of the Corporation, as
subsequently amended, were filed on September 4, 1996 (the "Articles of
Incorporation").
3. The Articles of Incorporation of the Corporation shall be amended
as follows:
A. Article I is amended as follows: The name of the
Corporation is INCENTRA SOLUTIONS, INC.; and
B. Article IV is amended as follows: The total number of
shares of Common Stock, par value $001 per share, which the
Corporation shall have authority to issue is 200,000,000
shares.
4. This Certificate of Amendment to the Articles of Incorporation has
been approved by the Board of Directors of the Corporation and by more than a
majority of the outstanding stockholders of the Corporation. The number of
shares entitled to vote on this Certificate of Amendment was 150,095,855 and the
number of shares that voted in favor of this Certificate of Amendment was
90,435,222.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF, the undersigned officer of the Corporation has hereunto set
his hands this ___ day of October 2004.
----------------------------------
Name: Thomas P. Sweeney III
Title: Chief Executive Officer
STATE OF COLORADO )
) ss.:
COUNTY OF BROOMFIELD )
On the ___ day of October 2004 personally appeared, to me Thomas P. Sweeney III
who, being duly sworn, did depose and say that he is the Chief Executive Officer
of Front Porch Digital Inc., a Nevada corporation, and which executed the
foregoing Certificate of Amendment to the Articles of Incorporation and that he
executed the same by authority of the Board of Directors and a vote by more than
a majority of the outstanding stockholders of Front Porch Digital Inc.
----------------------------------
Signature of Notary Public,
State of Colorado
----------------------------------
(Notary Seal) (Print, Type or Stamp Commissioned
Name of Notary Public)