Velocity Express 10-K 2008
Documents found in this filing:
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 28, 2008
Commission File No. 0-28452
VELOCITY EXPRESS CORPORATION
(Exact name of registrant as specified in its charter)
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Securities registered pursuant to Section 12(g) of the Exchange Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Act. Yes ¨ No x
Indicate by a check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, or smaller reporting company in Rule 12b-2 of the Exchange Act (check one):
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.). Yes ¨ No x
The aggregate market value of voting common equity of the registrant held by non-affiliates (for this purpose, persons and entities other than executive officers, directors, and 5% or more stockholders) of the registrant computed by reference to the price at which the registrants common equity was last sold, as of the last business day of the registrants most recently completed second fiscal quarter (December 29, 2007), was $4,383,060.73.
As of October 22, 2008, there were 3,409,488 shares of common stock of the registrant issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
TABLE OF CONTENTS
Velocity Express Corporation (Velocity Express, or the Company) is filing this Amendment No. 1 on Form 10-K/A to amend its Form 10-K for the year ended June 28, 2008, filed with the Securities and Exchange Commission (the SEC) on October 14, 2008 (the Original 10-K). The Company is hereby amending the Form 10-K to include Item 11, Item 12, Item 13 and Item 14 of Part III of the Original 10-K. In addition, on the cover page, (i) the reference in the Original 10-K to the incorporation by reference of the Companys proxy statement for its 2008 annual stockholders meeting has been deleted and (ii) the information with respect to the number of outstanding shares of the Companys common stock has been updated.
Rule 12b-15 under the Securities Exchange Act of 1934, as amended, provides that any amendment to a report required to be accompanied by the certifications specified in Rule 13a-14 or 15d-14 must be accompanied by new certifications of the principal executive officer and principal financial officer. These certifications are therefore also included as Exhibits 31.1, 31.2, 32.1 and 32.2. Item 15(b) of Part IV of the Form 10-K is also restated to reflect that these certifications are being included as exhibits to this Form 10-K/A.
Item 10 of Part III was included in the original filing of the Companys Annual Report on Form 10-K on October 14, 2008. Except for the amendments and updates described above, this Amendment No. 1 on Form 10-K/A does not modify or update in any way the Original 10-K.
The following table sets forth information with respect to compensation earned by the named executive officers of the Company for 2008:
Summary Compensation Table
There were no stock options granted to the Companys Named Executive Officers in 2008 or 2007.
The Company has employment contracts and severance agreements in effect with Vincent A. Wasik, our Chairman and Chief Executive Officer, and Drew Kronick, our Executive Vice President, Business Development and Supply Chain Solutions. Our Board of Directors appointed Mr. Wasik as our Chief Executive Officer on July 28, 2003, with the understanding that we would enter into a Contractor Services Agreement with MCG for Mr. Wasiks services as our Chief Executive Officer. On October 20, 2004, we entered into a Contractor Services Agreement with MCG, effective as of July 28, 2003 (the Service Agreement). Mr. Wasik is an owner and principal of MCG and was a stockholder and our Chairman of the Board at the time this Services Agreement was authorized and executed. The Service Agreement sets forth the rights and duties of both us and Mr. Wasik. Mr. Wasiks compensation level and eligibility for salary increases, bonuses, benefits and grants of equity are to be determined by our Compensation Committee. The Service Agreement also allows Mr. Wasik to contract to provide similar services to other businesses as long as Mr. Wasik abides by his confidentiality obligations under the Service Agreement. Furthermore, we have agreed to indemnify and hold harmless MCG, its officers, directors, employees and agents, including Mr. Wasik, from liabilities arising out of any services rendered by MCG to us, other than as a result of gross negligence or willful misconduct. We have also agreed to cause MCG and Mr. Wasik to be named as additional insured parties under our directors and officers liability insurance policies. The Service Agreement does not contain any fixed term and may be terminated by either party at any time upon written notice. Other than payment of outstanding fees and expenses owed to MCG at termination, the Service Agreement does not contain any obligation upon us to pay severance in the event the agreement is terminated by us.
On May 19, 2008, the holders of our senior secured notes due 2010 consented to a Fourth Supplemental Indenture modifying the indenture governing the Companys Senior Notes. The supplemental indenture, among other things, reduced Mr. Wasiks base compensation level from $900,000 per annum to $600,000 per annum.
The Company and Mr. Kronick are parties to an employment agreement dated November 28, 2001, governing his employment with us. The agreement sets forth Mr. Kronicks compensation level and eligibility for salary increases, bonuses, benefits and option grants under stock option plans and the terms of a non-solicitation and non-competition agreement. Pursuant to the agreement, Mr. Kronicks employment is voluntary and may be terminated by us with or without written notice, or by Mr. Kronick with two months prior notice. The agreement is not for a fixed period of time. If the agreement is terminated by us for reasons other than cause, we will pay Mr. Kronick an amount equal to his base salary per month at the end of each of the twelve months following the date of his termination. We may immediately terminate Mr. Kronicks employment for cause upon written notice without any further obligation to Mr. Kronick.
Mark Carlesimo, Executive Vice President, General Counsel and Secretary of the Company, had been a party to an employment contract with CD&L, Inc. CD&L was acquired by the Company in July, 2006. Pursuant to change in control provisions in that employment agreement triggered by the CD&L acquisition, Mr. Carlesimo was entitled to terminate his employment and receive $576,996 plus certain other benefits.
In order to induce Mr. Carlesimo to remain as an employee of the Company and to waive those benefits, the Company on August 15, 2008 agreed to extend the term of Mr. Carlesimos employment agreement to December 31, 2010, and to pay Mr. Carlesimo additional monthly compensation equal in the aggregate to such benefit amount commencing January 2009 through December 2010, with the majority of such payments being made in December 2010, subject to acceleration upon termination of employment and forfeiture if Mr. Carlesimo terminates employment without good reason. Mr. Carlesimo may elect to take those payments in cash or, subject to any requisite, regulatory, shareholder or corporate approvals, and with certain limitations, in a fixed number of freely tradable shares of the Companys common stock determined based on the August 15, 2008 stock price of $0.46 per share.
Equity Compensation Plan Information
The following table shows the number of shares covered by exercisable and unexercisable options held by the Companys Named Executive Officers on June 28, 2008:
Outstanding Equity Awards at Fiscal Year-End June 28, 2008
The following table summarizes the annual compensation for the Companys non-employee directors during 2008 and 2007:
Compensation of Directors
Cash Compensation: For fiscal 2008, each of our independent directors were entitled to receive annual cash compensation for their respective board/committee service in accordance with the following guidelines: (i) each independent member of the board received $10,000 and the chairman, if he were independent, would have received $15,000; (ii) each independent member of the audit committee (other than the chairman) received an additional $10,000 and the chairman received an additional $14,000; and (iii) each independent member of the compensation and nominating and corporate governance committees (other than the chairman) received an additional $8,000 and the chairman of each of the compensation and nominating and corporate governance committees, to the extent he was independent, received an additional $11,000. Non-independent directors did not receive any cash compensation for their services on our board of directors.
Subsequent to year end, effective October 1, 2008, a new compensation plan for independent directors was approved by the board of directors. Under the new plan, each of our independent directors are entitled to receive annual cash compensation for their respective board/committee service in accordance with the following guidelines: (i) each independent member of the board receives $40,000; (ii) each independent member of the audit committee (other than the chairman) receives an additional $5,000 and the chairman receives an additional $8,000; and (iii) each independent member of the compensation and nominating committees (other than the chairman) receives an additional $2,000 and the chairman of each of the compensation and nominating committees, to the extent he is independent, receives an additional $4,000. Non-independent directors do not receive any cash compensation for their services on our board of directors.
Certain tables have been omitted as no options were granted or exercised during fiscal 2008 or 2007, and the Company has no pension plan or non-qualified deferred compensation plan.
The following tables contain certain information that has been provided to us regarding the beneficial ownership of our outstanding voting securities as of September 30, 2008 for (i) each person who is known to us to own beneficially more than five percent of each class of our voting securities, (ii) each of our directors, (iii) each of our named executive officers, and (iv) all executive officers and directors as a group.
Unless otherwise noted and subject to applicable community property laws, each person identified below has sole voting and investment power with respect to such shares and the address of each person identified below is Velocity Express Corporation, One Morningside Drive North, Building BSuite 300, Westport, Connecticut 06880. Beneficial ownership is determined in accordance with the rules of the SEC and includes the class of capital stock identified on each table and securities convertible into or exercisable for the class of capital stock identified on each table owned by or for, among others, the spouse, children or certain other relatives of such person, as well as other securities as to which the person has or shares voting or investment power or has the right to acquire within 60 days of September 30, 2008.
Series M Convertible Preferred Stock
Series N Convertible Preferred Stock
Our directors and executive officers do not beneficially own any shares of Series N Convertible Preferred Stock.
Series O Convertible Preferred Stock
Our directors and executive officers do not beneficially own any shares of Series O Convertible Preferred Stock.
Series P Preferred Stock
Our directors and executive officers do not beneficially own any shares of Series P Convertible Preferred Stock.
Our directors and executive officers do not beneficially own any shares of Series Q Convertible Preferred Stock.
Series Q Preferred Stock
Transactions with Management and Others
In connection with the CD&L acquisition, we issued: (i) 78,205 Units on July 3, 2006, each of which was comprised of (a) $1,000 aggregate principal amount at maturity of Senior Notes due 2010 and (b) a warrant to purchase 345 pre reverse stock split adjusted shares of our common stock at an initial exercise price of $1.45 per share, subject to adjustment from time to time; (ii) 4.5 million shares of $0.004 par value Series Q Convertible Preferred Stock, each initially convertible into 9.0909 shares of our common stock, representing an initial conversion price of $1.10 per share, subject to adjustment and other customary terms for similar offerings; and (iii) 2.5 million pre reverse stock split adjusted shares of our common stock. Due to the anti-dilution provisions contained in the Series Q Preferred and events that have triggered such provisions, one share of Series Q Preferred stock currently converts to approximately 11.89 shares of common stock.
The term of the warrants expires on July 3, 2010. The warrants are subject to an automatic exercise feature, based on the trading price of our common stock, subject to specified limitations. The warrants contain other customary terms and provisions.
In addition to issuing warrants as part of the Units, we also issued warrants on July 3, 2006 to purchase 797,500 pre reverse stock split adjusted shares of our common stock to affiliates of THLPV in consideration for prior services they provided to us, at an exercise price of $0.01 per share. These warrants have terms similar to the warrants issued as part of the Units except that they do not provide for automatic exercise. Mr. James G. Brown, founder and Managing Director of TH Lee Putnam Ventures L.P., is one of our former directors.
In addition, we also issued on July 3, 2006 an aggregate of 277,770 pre reverse stock split adjusted shares of Series Q Convertible Preferred Stock in consideration for prior services provided to us, determined by the Company to have a fair market value of not less than $10.00 per share, to certain of the investors, the placement agents for the Unit and Series Q Convertible Preferred Stock offerings and affiliates of THLPV for various services they provided to us.
We sold Units to the following beneficial owners of 5% or more of our voting securities:
We sold or issued in consideration for services Series Q Convertible Preferred Stock to the following beneficial owners of 5% or more of our voting securities:
We issued common stock to the following party which, as a result of their purchase, became a beneficial owners of 5% or more of our voting securities in consideration for CD&L common stock:
We issued warrants to the following beneficial owner of 5% or more of our voting securities for services provided:
Reimbursement Agreement with TH Lee Putnam Ventures
Effective June 29, 2006, we entered into a reimbursement agreement (the Reimbursement Agreement) with THLPV. Under the terms of the Reimbursement Agreement:
In addition, we agreed in the Reimbursement Agreement to reimburse THLPV for future costs and expenses incurred by THLPV for services rendered for our benefit and to register the resale of the common stock issuable on conversion of the Series Q Convertible Preferred Stock and warrants referred to above at the same time as we register the securities of the other purchasers of the securities issued in connection with the CD&L acquisition and related transactions.
The Reimbursement Agreement is effective until terminated by THLPV or on the date THLPV no longer beneficially owns any of our equity securities.
Issuance of Series P Convertible Preferred Stock
On October 14, 2005, we entered into Stock Purchase Agreements (the Purchase Agreements) with one group of institutional investment funds and one accredited investor (the Investors). The Purchase Agreements provided for the private placement of 3,099,513 shares of a newly authorized series of our convertible preferred stock (the Series P Preferred) in exchange for aggregate gross proceeds of $10,352,370. Each share of Series P Preferred was initially convertible into one share of our common stock, and had an initial conversion price of $3.34 per share subject to certain adjustments. Due to the anti-dilution provisions contained in the Series P Preferred and events that have triggered such provisions, one share of Series P Preferred stock currently converts to approximately 3.58 shares of common stock. The Series P Preferred has a term of three years (the Term) and is currently entitled to receive a dividend at the rate of six percent per annum of the Series P Preferred stated value, payable quarterly, in cash or shares of Series P Preferred (PIK Shares) at our option. Each Investor also received a warrant to purchase up to 20% of the amount of Series P Preferred purchased. The pre reverse stock split adjusted exercise price for the warrant is $4.00, subject to adjustment.
We sold Series P Preferred to the party which, as a result of their purchase, became a beneficial owner of 5% or more of our voting securities:
We issued warrants to the following beneficial owner of 5% or more of our voting securities:
Issuance of Series N Convertible Preferred Stock
Pursuant to a Stock Purchase Agreement entered into on April 28, 2005, we contracted to issue to nine institutional and accredited investors 2,544,097 shares of Series N Convertible Preferred Stock (Series N Preferred) for $3.685 per share for net proceeds of $9,375,000. Each share of Series N Preferred was initially convertible into one share of our common stock, and had an initial conversion price of $3.685 per share subject to certain adjustments. Due to the anti-dilution provisions contained in the Series N Preferred and events that have prompted such provisions, one share of Series N Preferred converts to approximately 2.37 shares of common stock as of June 28, 2008. The Series N Preferred is entitled to receive a dividend at the rate of six percent per annum of the Series N stated value.
We sold Series N Preferred to the following beneficial owner of 5% or more of our voting securities:
Issuance of Series M Convertible Preferred Stock
Pursuant to Stock Purchase Agreements entered into on December 21, 2004 and January 31, 2005, we contracted to issue 6,217,096 shares of Series M Convertible Preferred Stock (Series M Preferred) for $3.685 per share for proceeds of $22.9 million. Of the total proceeds, approximately $22.6 million was received in cash, and $360,000 was in exchange for services performed for us. The initial conversion price of the Series M Preferred was $3.685 and, at the time the Stock Purchase Agreement was entered into, each share of Series M Preferred was convertible into one share of our common stock. Due to the anti-dilution provisions contained in the Series M Preferred and events that have prompted such provisions, one share of preferred stock converts to approximately 2.37 shares of common stock as of June 28, 2008. The Preferred Series M Stock accrues cumulative PIK dividends equal to six percent per annum.
We sold the Series M Preferred to the following directors, officers and/or beneficial owners of 5% or more of any class of our voting securities:
Capital Contribution Agreement and Warrant to Purchase Common Stock
As part of the above-described Series M private placement, the Series M investors required that THLPV reach an agreement to extend, for a two-year period, the July 1, 2004 capital contribution agreement previously entered into between THLPV and a former senior lender. Under the terms of the capital contribution agreement, in the event that THLPV elected to not provide further financial support for the Company, THLPV was required to notify the Companys former senior lender of such decision and provide specific levels of financial support for a thirty (30) day period following the notification. In exchange for entering in to the capital contribution agreement, the former senior lender agreed to waive certain financial covenants under the Companys credit facilities. At the time, THLPV did not receive any compensation in exchange for entering into the capital contribution agreement. As part of the extension of the capital contribution agreement the Company issued a warrant to purchase 193,552 pre reverse stock split adjusted shares of common stock to THLPV. The warrant had an estimated fair value of $2.3 million at the time issued. The term of the warrant is five years and has an exercise price of $0.005 per share. Due to the value of the warrant, the Company recorded $2.3 million as a deferred financing cost and additional paid-in capital.
On February 17, 2006, in connection with the seventh amendment to the amended and restated revolving credit facility with the former senior lender, the Company entered into the first amendment to the Capital Contribution Agreement whereby the former senior lender acknowledged that in the event that THLPV elected to not provide further financial support for the Company, the maximum amount of the deposit that THLPV would have been required to make was reduced from $1,950,000 to $1,450,000. On July 3, 2006 the revolving credit facility with the former senior lender was refinanced with the proceeds from the Unit offering, and the capital contribution agreement became null and void.
Contracts and Arrangements with MCG Global, LLC
We entered into a Contractor Services Agreement (the Agreement) with MCG Global, LLC and its related entities (MCG), effective as of July 27, 2003 as described above under Employment Agreements, which description is incorporated herein by reference, under which Vincent A. Wasik provides all services as our Chief Executive Officer. Mr. Wasik was a stockholder and our Chairman of the Board at the time the Service Agreement was entered into. The Service Agreement provides that the Compensation Committee on an annual basis shall establish the compensation for these services. On January 15, 2005, the Compensation Committee modified the Service Agreement by eliminating the grant of warrants to purchase shares of our common stock. In fiscal 2008 and fiscal 2007, we recorded compensation expense of $875,000 and $850,000 for these services, respectively.
We sublease a portion of our headquarters office space in Westport, Connecticut from MCG. The sublease agreement was approved by our Audit Committee who determined that the terms of the sublease were at market rates. We also reimburse MCG for limited use of MCGs personnel and for office expenses. During the fiscal years 2008 and 2007, Mr. Wasik and MCG were reimbursed approximately $179,000 and $173,000, respectively, for expenses incurred on the Companys behalf of which approximately $65,000 and $63,000 was for the sublease described above. During fiscal 2007, the Company also reimbursed THLPV approximately $22,000 for expenses incurred on the Companys behalf. Additionally, see discussion of the Reimbursement Agreement with THLPV below.
Non Controlling Interest in a Variable Interest Entity
We had an agency relationship with Peritas, LLC (Peritas), a vehicle rental company wholly-owned by THLPV. The business of Peritas was to rent delivery vehicles to independent contractors who perform services for us and other companies. Peritas was initially formed and owned by MCG. The founder and principal of MCG is Vincent Wasik, our Chairman of the Board and CEO. MCG established Peritas to accommodate our need for the Peritas services pending a new owner. Neither MCG nor Mr. Wasik has received any revenue, compensation or benefit from short-term ownership or management of Peritas, and Peritas was transferred to THLPV for no consideration. During fiscal 2008, Peritas sold off its remaining vehicles and repaid its loan to Comerica in full, at which point all operations ceased.
In 2004, the Company issued shares of Series J and Series K Convertible Preferred Stock worth $7.5 million to THLPV. In connection therefore, THLPV issued a standby Letter of Credit guarantee of $7.5 million to support our revolving credit facility. Funding of the Series J and Series K Convertible Preferred Stock with the standby Letter of Credit guarantee was recorded as a subscription receivable. On July 3, 2006, Velocity paid off the credit facility in full, without drawing any funds from the standby Letter of Credit guarantee. As a result, on July 3, 2006, the $7.5 million subscription receivable was returned to THLPV as a distribution of capital.
Grant of Warrant to Purchase Common Stock
Mr. Wasik serves as the Companys Chief Executive Officer pursuant to an agreement between the Company and MCG Global, LLC (MCG). Mr. Wasik is an owner and principal of MCG. His compensation is paid through MCG. In 2006, a warrant to purchase 245,899 pre reverse stock split shares of our common stock with a fair value of approximately $0.4 million was granted to Mr. Wasik under the 2004 Stock Incentive Plan. The warrant has an exercise price of $2.56 per pre reverse stock split share, a term of five years, and became exercisable one year subsequent to the date of grant.
GCC Eagles, LLC Contractor Services Agreement
During fiscal years ended June 28, 2008 and June 30, 2007, Velocity purchased consulting and advisory services pursuant to a monthly contractor services agreement between Velocity Express and GCC Eagles, LLC of $0.2 million and $0.3 million, respectively. Garrett Stonehouse, managing member and sole owner of GCC Eagles, LLC, is an immediate family member of Vince Wasik, the Chief Executive Officer of Velocity Express. No amounts were due to GCC Eagles at June 28, 2008.
Management stock purchase
In June 2007, in connection with a private placement of common stock to management in July 2007, members of management paid $573,000 in cash to the Company as advances on the purchase of stock. In July 2007, an additional $479,000 was recorded as a stock subscription receivable and the Company issued approximately 66,667 reverse stock split adjusted shares of Common Stock to management. The remainder of the balance due from management at June 28, 2008 was approximately $170,000.
Equity Securities Issued for Guarantees
On February 17 and June 5, 2006 we entered into the seventh and eighth amendments to the former revolving credit facility whereby the lender released $2.0 million of previously restricted availability after receiving a limited guarantee in the amount of $2.0 million from THLPV and Pequot Capital Management. On July 3, 2006, we issued to THLPV a warrant to purchase 547,500 pre reverse stock split adjusted shares of our common stock as consideration for the guarantee. The warrants issued to the THLPV have a term of 4 years, and are exercisable at $0.01 per share. We also issued to Pequot Capital Management 41,250 shares of Series Q Convertible Preferred Stock on July 3, 2006 as consideration for the guarantee.
The following table sets forth the approximate aggregate fees billed to us by UHY LLP, our independent registered public accountants, for fiscal years 2008 and 2007:
The firm of UHY LLP (UHY) acts as our principal independent registered public accounting firm. Through and as of October 27, 2008, UHY had a continuing relationship with UHY Advisors, Inc. (Advisors) from which it leased auditing staff who were full time, permanent employees of Advisors and through which UHYs partners provide non-audit services. UHY has only a few full time employees. Therefore, few, if any, of the audit services performed were provided by permanent, full time employees of UHY. UHY manages and supervises the audit services and audit staff, and is exclusively responsible for the opinion rendered in connection with its examination. No non-audit services were performed by Advisors to the Company in 2008 and 2007.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services Provided by the Companys Independent Auditors
The Audit Committee is responsible for appointing, setting compensation for and overseeing the work of the independent auditors. The Audit Committee has established a policy for pre-approving the services provided by our independent auditors in accordance with the auditor independence rules of the Securities and Exchange Commission. This policy requires the review and pre-approval by the Audit Committee of all audit and permissible non-audit services provided by the independent auditors and an annual review of the financial plan for audit fees.
To ensure that auditor independence is maintained, the Audit Committee annually pre-approves the audit services to be provided by the independent auditors and the related estimated fees for such services, as well as the nature and extent of specific types of audit-related, tax and other non-audit services to be provided by the independent auditors during the year.
As the need arises, other specific permitted services are pre-approved on a case-by-case basis during the year. A request for pre-approval of services on a case-by-case basis must be submitted by our Chief Financial Officer, providing information as to the nature of the particular service to be provided, estimated related fees and managements assessment of the impact of the service on the auditors independence. The Audit Committee will not delegate to management the pre-approval of services to be performed by the independent auditors.
All of the services provided by the independent auditors in fiscal 2008 were approved by the Audit Committee under its pre-approval policies.
Reference is made to the Exhibit Index
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No.1 to its Annual Report on Form 10-K on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Westport, state of Connecticut on October 27, 2008.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.