Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SEC 1746 (2-98) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Zagg Incorporated
(Name of Issuer)
Common Stock
(Title of Class of Securities)
98884U108
(CUSIP Number)
Keith L. Pope
Parr Brown Gee & Loveless
185 South State Street, Suite 800
Salt Lake City, UT 84111
(801) 532-7840
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 21, 2012
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 98884U108 | |||||
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Names of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
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(b) |
x | ||
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3 |
SEC Use Only | |||
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Source of Funds (See Instructions) | |||
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5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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6 |
Citizenship or Place of Organization | |||
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Number of |
7 |
Sole Voting Power | |||
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8 |
Shared Voting Power | ||||
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9 |
Sole Dispositive Power | ||||
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10 |
Shared Dispositive Power | ||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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13 |
Percent of Class Represented by Amount in Row (11) | |||
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Type of Reporting Person (See Instructions) | |||
CUSIP No. 98884U108 | |||||
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1 |
Names of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Source of Funds (See Instructions) | |||
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5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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6 |
Citizenship or Place of Organization | |||
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Number of |
7 |
Sole Voting Power | |||
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8 |
Shared Voting Power | ||||
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9 |
Sole Dispositive Power | ||||
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10 |
Shared Dispositive Power | ||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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13 |
Percent of Class Represented by Amount in Row (11) | |||
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Type of Reporting Person (See Instructions) | |||
CUSIP No. 98884U108 | |||||
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1 |
Names of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Source of Funds (See Instructions) | |||
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5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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6 |
Citizenship or Place of Organization | |||
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Number of |
7 |
Sole Voting Power | |||
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8 |
Shared Voting Power | ||||
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9 |
Sole Dispositive Power | ||||
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10 |
Shared Dispositive Power | ||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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13 |
Percent of Class Represented by Amount in Row (11) | |||
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14 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 98884U108 | |||||
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1 |
Names of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Source of Funds (See Instructions) | |||
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5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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6 |
Citizenship or Place of Organization | |||
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Number of |
7 |
Sole Voting Power | |||
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8 |
Shared Voting Power | ||||
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9 |
Sole Dispositive Power | ||||
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10 |
Shared Dispositive Power | ||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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13 |
Percent of Class Represented by Amount in Row (11) | |||
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14 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 98884U108 | |||||
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1 |
Names of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Source of Funds (See Instructions) | |||
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5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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6 |
Citizenship or Place of Organization | |||
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Number of |
7 |
Sole Voting Power | |||
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8 |
Shared Voting Power | ||||
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9 |
Sole Dispositive Power | ||||
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10 |
Shared Dispositive Power | ||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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13 |
Percent of Class Represented by Amount in Row (11) | |||
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14 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 98884U108 | |||||
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1 |
Names of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Source of Funds (See Instructions) | |||
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5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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6 |
Citizenship or Place of Organization | |||
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Number of |
7 |
Sole Voting Power | |||
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8 |
Shared Voting Power | ||||
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9 |
Sole Dispositive Power | ||||
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10 |
Shared Dispositive Power | ||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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13 |
Percent of Class Represented by Amount in Row (11) | |||
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Type of Reporting Person (See Instructions) | |||
Item 1. |
Security and Issuer |
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(a) Title of Class of Equity Securities:
Common stock (the Common Stock) font>
(b) Name of Issuer:
Zagg Incorporated (the Issuer)
(c) Address of Issuers Principal Executive Office:
3855 South 500 West, Suite J Salt Lake City, UT 84115 |
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Item 2. |
Identity and Background |
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(a)-(b) Name: The names and addresses of the Reporting Persons (the Reporting Persons) are as follows:
Scott H. Huskinson (Huskinson) 85 South 700 East Hyde Park, UT 84318
Blane Johnson (Johnson) 2979 North 1325 East North Logan, UT 84341
Jeff Morgan (Morgan) 633 East 2160 North North Logan, UT 84341
Kent Wuthrich (Wuthrich) 391 Sheridan Ridge Lane Nibley, UT 84321
Steve Hansen (Hansen) 309 South 200 West Providence, UT 84332
Clay Broadbent (Broadbent) 1310 East 1550 North Logan, UT 84341
(c) Present principal occupation or employment of the Reporting Persons and the name, principal business and address of any corporation or other organization in which such employment is conducted:
Huskinson and Johnson are self-employed as consultants. Broadbent is the President of ReminderBand, Inc. (ReminderBand), which is located at 1047 South 100 West, Suite 260, Logan, Utah. ReminderBands business deals with wristbands. Hansen is the Vice President of Finance of iFrogz, Inc., which is owned by the Issuer (iFrogz). Wuthrich is the Executive Vice President of Marketing of the Issuer. Morgan is a sales representative at iFrogz.
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(d) Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, and penalty imposed, or other disposition of the case:
Each of the Reporting Persons confirms that he has not been convicted, during the last five years, in a criminal proceeding.
(e) Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order:
Each of the Reporting Persons confirms that he has not, during the last five years, been a party to a civil proceeding, the type of which is described above.
(f) Citizenship: Each of the Reporting Persons confirms that he is a United States citizen.
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Item 3. |
Source and Amount of Funds or Other Consideration |
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Not applicable. |
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Item 4. |
Purpose of Transaction |
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No shares of the Common Stock have been acquired or sold by the Reporting Persons. This amended Schedule 13D is being filed for the purpose of reporting the termination of the Lock-Up Agreement dated June 21, 2011 among the Issuer and the Reporting Persons (the 93;Lock-Up Agreement). To the extent that the Reporting Persons have been previously deemed to be a group as specified in Section 13(d)(3) of the Securities Exchange Act of 1934 or Rule 13d-5(b)(1) promulgated thereunder, that status has terminated as a result of the termination of the Lock-Up Agreement. None of the Reporting Persons individually owns more than 5% of the Common Stock and consequently none of them will be subject to future filings on Schedule 13D with respect to the Common Stock currently held by them.
Each of the Reporting Persons reserves the right to purchase additional shares of the Common Stock or to dispose of shares of the Common Stock in the open market, in privately negotiated transactions or in any other lawful manner in the future. Except as described above, each of the Reporting Persons presently has no plans or proposals which relate to or would result in any action enumerated in subparagraphs (a) through (j) of the instructions for Item 4 of Schedule 13D.
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Item 5. |
Interest in Securities of the Issuer |
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(a) Each of the Reporting Persons is the beneficial owner of the number of shares of the Common Stock indicated on the cover page hereof pertaining to such Reporting Person. The number of shares of the Common Stock beneficially owned by each Reporting Person represents the percentage of the outstanding shares of the Common Stock that is indicated on the cover page hereof pertaining to such Reporting Person. The filing of this statement is not, and shall not be interpreted as, an admission or determination by the Reporting Persons that they have been a group as specified in Section 13(d)(3) of the Securities Exchange Act of 1934 or Rule 13d-5(b)(1) promulgated thereunder. In addition, the filing of this joint statement shall not be construed as an admission that the individual Reporting Persons are, for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934 or the rules promulgated thereunder, the beneficial owner of the shares beneficially owned by the other Reporting Persons and each Reporting Person specifically disclaims any beneficial interest or ownership in the shares of the Common Stock beneficially owned by the other Reporting Persons. |
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(b) The number of shares as to which each Reporting Person has sole power to vote, direct the vote, shared power to vote, direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition is indicated on the cover page hereof pertaining to such Reporting Person.
(c) No transactions in the Common Stock were effected by any of the Reporting Persons since the most recent filing on Schedule 13D.
(d) Any other person known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock acquired by the Reporting Persons. None.
(e) To the extent that the Reporting Persons were previously deemed to be a group as determined under Section 13(d)(3) of the Securities Exchange Act of 1934 or Rule 13d-5(b)(1), that status was terminated on termination of the Lock-Up Agreement on June 21, 2012 and each of the Reporting Persons is a beneficial owner of less than 5% of the Common Stock as of that date. |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
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There are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons named in Item 2 and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finders fees, joint ventures, loans or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. No securities are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities. |
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Item 7. |
Material to be Filed as Exhibits |
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7(a). Agreement relating to joint filing |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
June 20, 2012 |
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/s/ SCOTT H. HUSKINSON | |
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Scott H. Huskinson |
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June 20, 2012 |
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/s/ BLANE JOHNSON | |
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Blane Johnson |
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June 20, 2012 |
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/s/ JEFF MORGAN | |
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Jeff Morgan |
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June 20, 2012 |
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/s/ KENT WUTHRICH | |
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Kent Wuthrich |
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June 20, 2012 |
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/s/ STEVE HANSEN | |
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Steve Hansen |
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June 20, 2012 |
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/s/ CLAY BROADBENT | |
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Clay Broadbent |