icons8_080408.htm
Registration
No.
333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ICON
plc
(Exact
name of registrant as specified in its charter)
Ireland
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Not
Applicable
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(State
or other jurisdiction of
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(I.R.S.
Employer Identification No.)
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incorporation
or organization)
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South
County Business Park
Leopardstown
Dublin
18, Ireland
(Address
of principal executive offices)
__________________________________________
ICON
plc Employee Share Option Plan 2003
ICON
plc Consultants Share Option Plan 2008
ICON
plc Employee Share Option Plan 2008
ICON
plc 2008 Employees Restricted Share Unit Plan
(Full
title of the plans)
___________________________________________
Cahill
Gordon & Reindel LLP
80
Pine Street
New
York, New York 10005-1702
Attention: William
M. Hartnett, Esq.
(212)
701-3000
(Name and
address, including zip code, and telephone number,
including
area code, of agent for service)
Please
send copies of all communications to:
Ciaran
Murray
Chief
Financial Officer
ICON
plc
South
County Business Park
Leopardstown
Dublin
18, Ireland
(353)
1-291-2000
CALCULATION
OF REGISTRATION FEE
Title
of
securities
to be registered
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Amount
to be
registered
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Proposed
maximum
offering
price
per
share
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Proposed
maximum
aggregate
offering
price
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Amount
of
registration
fee
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Ordinary
Shares, par value 6
Euro
cents each (1) reserved for issuance under the ICON plc Employee Share
Option Plan 2003
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3,000,000(2)
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$81.44(3)
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$244,305,000(3)
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$9,601.19
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Ordinary
Shares, par value 6
Euro
cents each (1) reserved for issuance under the ICON plc Consultants Share
Option Plan 2008
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200,000(2)(4)
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$81.44(3)(4)
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$16,288,000(3)(4)
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$640.12
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Ordinary
Shares, par value 6
Euro
cents each (1) reserved for issuance under the ICON plc Employees Share
Option Plan 2008
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2,800,000(2)(4)
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$81.44(3)(4)
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$228,032,000(3)(4)
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$8,961.66
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Ordinary
Shares, par value 6
Euro
cents each (1) reserved for issuance under the ICON plc 2008 Employee
Restricted Share Unit Plan
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500,000(2)
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$81.44(3)
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$40,720,000(3)
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$1,600.30
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(1)
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American
Depositary Shares (“ADSs”), evidenced by American Depositary Receipts,
issuable upon deposit of Ordinary Shares, par value 6 Euro cents each (the
“Ordinary Shares”), of ICON plc (“ICON”) are registered on a separate
registration statement on Form F-6. Each ADS represents one
Ordinary Share.
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(2)
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The
number of Ordinary Shares stated above consists of the aggregate number of
additional Ordinary Shares not previously registered which may be issued
under the ICON plc Employee Share Option Plan 2003 (the “2003 Employee
Plan”), ICON plc Consultants Share Option Plan 2008 (the “Consultants
Plan”), ICON plc Employee Share Option Plan 2008 (the ‘2008 Employee
Plan”) and ICON plc 2008 Employee Restricted Share Unit Plan (the “RSU
Plan”), plus, in each case, such additional number of Ordinary Shares as
may be issued under the 2003 Employee Plan, the Consultants Plan, the 2008
Employee Plan or the RSU Plan, as appropriate, in the event of a share
dividend, recapitalization, share split, reverse split, reorganization,
merger, amalgamation, consolidation or other similar dilutive
event.
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(3)
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Estimated
solely for the purpose of calculating the registration fee, computed
pursuant to Rules 457(c) and Rule 457(h)(1) under the Securities Act of
1933, as amended, on the basis of the average of the high and low sales
prices of an ADS, as reported on The NASDAQ Global Select Market on August
1, 2008.
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(4)
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There
are a total of 3,000,000 Ordinary Shares available to be issued between
the Consultants Plan and the 2008 Employee Plan. Up to 200,000
of these Ordinary Shares may be issued under the Consultants
Plan. Any amount of this 200,000 Ordinary Shares not issued
under the Consultants Plan is available for issuance under the 2008
Employee Plan.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
ITEM
1.
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Plan
Information.*
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ITEM
2.
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Registrant Information
and Employee Plan Annual
Information.*
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*
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Information
required by Part I to be contained in the Section 10(a) prospectus is
omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended, and the Note to Part I of Form
S-8.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM
3.
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INCORPORATION OF
DOCUMENTS BY REFERENCE.
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The
following documents have been filed with or furnished to the Securities and
Exchange Commission (the “Commission”) by ICON plc (“ICON” or the “Registrant”)
and are hereby incorporated by reference into this Registration
Statement:
·
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ICON’s
Annual Report on Form 20-F (File No. 1-04141) for the fiscal year ended
December 31, 2007, filed with the Commission on April 3, 2008
;
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·
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ICON’s
current reports on Form 6-K filed with the Commission on May 9, 2008, May
29, 2008, June 20, 2008, June 25, 2008, July 8, 2008, July 9, 2008, July
10, 2008, July 22, 2008 and July 31, 2008;
and
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·
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The
description of ICON’s ordinary shares, par value 6 euro cents each (the
“Ordinary Shares”) incorporated by reference to ICON’s Registration
Statement on Form F-3 (File No. 333-133371) filed with the Commission on
April 19, 2006, as amended on May 5,
2006.
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In
addition, all documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents.
ITEM
4.
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DESCRIPTION OF
SECURITIES.
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The
description of the Registrant’s Ordinary Shares and ADSs to be issued pursuant
to this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.
ITEM
5.
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INTERESTS OF NAMED
EXPERTS AND COUNSEL.
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Not
applicable.
ITEM
6.
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INDEMNIFICATION OF
DIRECTORS AND OFFICERS.
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Except as
indicated below, there is no statute, charter provision, by-law, contract or
arrangement under which any director or officer of ICON is insured or
indemnified in any manner against any liability which he or she may incur in his
or her capacity as such.
Paragraph
139 of the Articles of Association of ICON provides as follows:
Subject to the provisions of and so far
as may be permitted by the Acts, every Director, Managing Director, Secretary or
other officer of the Company shall be entitled to be indemnified by the Company
against all costs, charges, losses, expenses, and liabilities incurred by him in
the
execution
and discharge of his duties or in relation thereto including any liability
incurred by him in defending any proceedings, civil or criminal, which relate to
anything done or omitted or alleged to have been done or omitted by him as an
officer or employee of the Company and in which judgment is given in his favor
(or the proceedings are otherwise disposed of without any finding or admission
of any material breach of duty on his part) or in which he is acquitted or in
connection with any application under any statute for relief from liability in
respect of any such act or omission in which relief is granted to him by the
Court.
To the extent permitted by law, the
Directors may arrange insurance cover at the cost of the Company in respect of
any liability, loss or expenditure incurred by any Director or officer in
relation to anything done or alleged to have been done or omitted to be done by
him as Director or officer.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described above, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
ICON
maintains a standard form of directors’ and officers’ insurance policy, which
provides coverage to its directors and officers for certain
liabilities.
ITEM
7.
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EXEMPTION FROM
REGISTRATION CLAIMED.
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Not
applicable.
The
following is a complete list of exhibits filed or incorporated by reference as a
part of this Registration Statement:
Exhibit
No.
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Description
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4.1
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ICON
plc Employee Share Option Plan 2003
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4.2
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ICON
plc Consultants Share Option Plan 2008
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4.3
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ICON
plc Employee Share Option Plan 2008
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4.4
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ICON
plc 2008 Employees Restricted Share Unit Plan.
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5.1
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Opinion
of A&L Goodbody Solicitors with respect to the legality of the
Ordinary Shares being registered hereby.
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23.1
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Consent
of A&L Goodbody (included in
Exhibit 5.1).
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23.2
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Consent
of KPMG, Independent Registered Public Accounting Firm.
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24
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Powers
of Attorney (included on the signature pages of this Registration
Statement).
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The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i)to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii)to reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective registration
statement;
(iii)to include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement;
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(5) That,
for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(i)If the Registrant is relying on Rule
430B:
(A) Each
prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to
be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the in-
formation
required by section 10(a) of the Securities Act of 1933 shall be deemed to be
part of and included in the registration statement as of the earlier of the date
such form of prospectus is first used after effectiveness or the date of the
first contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be
a new effective date of the registration statement relating to the securities in
the registration statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that
no statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made in
the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective date;
or
(ii)If the Registrant is subject to Rule
430C, each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as of the date
it is first used after effectiveness. Provided, however, that no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale
prior to such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of first
use.
(6) That,
for the purpose of determining liability of the Registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the
securities:
The
undersigned Registrant undertakes that in a primary offering of securities of
the undersigned Registrant pursuant to this Registration Statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned Registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i)Any preliminary prospectus or
prospectus of the undersigned Registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii)Any free writing prospectus relating
to the offering prepared by or on behalf of the undersigned Registrant or used
or referred to by the undersigned Registrant;
(iii)The portion of any other free writing
prospectus relating to the offering containing material information about the
undersigned Registrant or its securities provided by or on behalf of the
undersigned Registrant; and
(iv)Any other communication that is an
offer in the offering made by the undersigned Registrant to the
purchaser.
The
undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of
the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dublin, Ireland, on August 6, 2008.
ICON
PLC
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By: /s/ Ciaran Murray
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Name: Ciaran Murray
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Title: Chief Financial
Officer
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POWER
OF ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS, that each person whose signature appears below hereby
constitutes and appoints Peter Gray and Ciaran Murray, and each of them, his or
her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place,
and stead, in any and all capacities, to sign the Registration Statement on Form
S-8 under the Securities Act of 1933, as amended, to sign any and all pre- or
post-effective amendments to the Registration Statement on Form S-8, and to file
the same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
Signature
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Title
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Date
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/s/ John Climax
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Executive
Chairman of the Board, Director
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August
6, 2008
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/s/ Peter
Gray
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Chief
Executive Officer, Director (Principal Executive Officer)
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August
6, 2008
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/s/
Ciaran Murray
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Chief
Financial Officer (Principal Financial and Accounting
Officer)
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August
6, 2008
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/s/
Ronan Lambe |
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Director
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August
6, 2008
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/s/
Thomas Lynch |
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Director
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August
6, 2008
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/s/
Edward Roberts |
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Director
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August
6, 2008
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/s/
Shuji Higuchi |
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Director
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August
6, 2008
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/s/
Bruce Given |
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Director
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August
6, 2008
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/s/
Dermot Kelleher
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(Dermot
Kelleher)
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Director
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August
6, 2008
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AUTHORIZED
REPRESENTATIVE
Puglisi
& Associates
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By: /s/ Donald J.
Puglisi
(Donald
J. Puglisi)
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Managing
Director
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August
6, 2008
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II-8