Page 12 of 16 – SEC Filing
(c)(4) The information set forth in the Offer to Purchase under Special
FactorsSection 2Purpose of and Reasons for the Offer; Plans for the Company and Special FactorsSection 7Summary of the Merger Agreement is incorporated herein by reference.
(c)(5) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction, Special
FactorsSection 2Purpose of and Reasons for the Offer; Plans for the Company, Special FactorsSection 5Effects of the Offer and the Merger and The OfferSection 7Possible Effects of the Offer
and the Merger on the Market for the Shares; NASDAQ Listing; Registration under the Exchange Act; Margin Regulations is incorporated herein by reference.
(c)(6) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction, Special
FactorsSection 2Purpose of and Reasons for the Offer; Plans for the Company, Special FactorsSection 5Effects of the Offer and the Merger and The OfferSection 7Possible Effects of the Offer
and the Merger on the Market for the Shares; NASDAQ Listing; Registration under the Exchange Act; Margin Regulations is incorporated herein by reference.
(c)(7) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction, Special
FactorsSection 2Purpose of and Reasons for the Offer; Plans for the Company, Special FactorsSection 5Effects of the Offer and the Merger and The OfferSection 7Possible Effects of the Offer
and the Merger on the Market for the Shares; NASDAQ Listing; Registration under the Exchange Act; Margin Regulations is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration
Item 1007(a), (b) and (d) of Regulation M-A
(a) The information set forth in the Offer to Purchase under Summary Term Sheet and The
OfferSection 10Source and Amount of Funds is incorporated herein by reference.
(b) Not applicable.
(d) Not applicable.
Item 8. Interest in
Securities of the Subject Company
Item 1008 of Regulation M-A
(a) The information set forth in the Offer to Purchase under Introduction, Special FactorsSection 9Transactions
and Arrangements Concerning the Shares and Schedule BSecurity Ownership of Certain Beneficial Owners is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under Introduction, Special FactorsSection 9Transactions
and Arrangements Concerning the Shares, Special FactorsSection 10Related Party Transactions and Schedule BSecurity Ownership of Certain Beneficial Owners is incorporated herein by reference.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used
Item 1009(a) of Regulation M-A
(a)
The information set forth in the Offer to Purchase under The OfferSection 14Fees and Expenses is incorporated herein by reference.
Item 10. Financial Statements.
Item 1010(a)
and (b) of Regulation M-A
(a)-(b) Not material.
(c)(4) The information set forth in the Offer to Purchase under Special
FactorsSection 2Purpose of and Reasons for the Offer; Plans for the Company and Special FactorsSection 7Summary of the Merger Agreement is incorporated herein by reference.
(c)(5) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction, Special
FactorsSection 2Purpose of and Reasons for the Offer; Plans for the Company, Special FactorsSection 5Effects of the Offer and the Merger and The OfferSection 7Possible Effects of the Offer
and the Merger on the Market for the Shares; NASDAQ Listing; Registration under the Exchange Act; Margin Regulations is incorporated herein by reference.
(c)(6) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction, Special
FactorsSection 2Purpose of and Reasons for the Offer; Plans for the Company, Special FactorsSection 5Effects of the Offer and the Merger and The OfferSection 7Possible Effects of the Offer
and the Merger on the Market for the Shares; NASDAQ Listing; Registration under the Exchange Act; Margin Regulations is incorporated herein by reference.
(c)(7) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction, Special
FactorsSection 2Purpose of and Reasons for the Offer; Plans for the Company, Special FactorsSection 5Effects of the Offer and the Merger and The OfferSection 7Possible Effects of the Offer
and the Merger on the Market for the Shares; NASDAQ Listing; Registration under the Exchange Act; Margin Regulations is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration
Item 1007(a), (b) and (d) of Regulation M-A
(a) The information set forth in the Offer to Purchase under Summary Term Sheet and The
OfferSection 10Source and Amount of Funds is incorporated herein by reference.
(b) Not applicable.
(d) Not applicable.
Item 8. Interest in
Securities of the Subject Company
Item 1008 of Regulation M-A
(a) The information set forth in the Offer to Purchase under Introduction, Special FactorsSection 9Transactions
and Arrangements Concerning the Shares and Schedule BSecurity Ownership of Certain Beneficial Owners is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under Introduction, Special FactorsSection 9Transactions
and Arrangements Concerning the Shares, Special FactorsSection 10Related Party Transactions and Schedule BSecurity Ownership of Certain Beneficial Owners is incorporated herein by reference.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used
Item 1009(a) of Regulation M-A
(a)
The information set forth in the Offer to Purchase under The OfferSection 14Fees and Expenses is incorporated herein by reference.
Item 10. Financial Statements.
Item 1010(a)
and (b) of Regulation M-A
(a)-(b) Not material.
