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As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/15/06 Lone Star Technologies Inc 8-K:1,7,9 8/15/06 12:3.7M Merrill Corp-MD/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report of Material Events or Corporate HTML 35K Changes 2: EX-10.1 Material Contract HTML 334K 3: EX-10.2 Material Contract HTML 190K 4: EX-10.3 Material Contract HTML 215K 5: EX-10.4 Material Contract HTML 27K 6: EX-10.5 Material Contract HTML 354K 7: EX-10.6 Material Contract HTML 274K 8: EX-10.7 Material Contract HTML 237K 9: EX-10.8 Material Contract HTML 173K 10: EX-99.1 Miscellaneous Exhibit HTML 21K 11: EX-99.2 Miscellaneous Exhibit HTML 28K 12: EX-99.3 Miscellaneous Exhibit HTML 53K
Exhibit 10.8
Trademark License Agreement
between
Lone Star Steel Company, L.P.
And
Hengyang Valin MPM Steel Tube Co., Ltd.
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PAGE NO. |
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1. |
DEFINITIONS AND INTERPRETATION |
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1 |
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2. |
GRANT OF LICENSES |
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3 |
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3. |
OWNERSHIP OF MARKS |
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3 |
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4. |
ROYALTY |
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4 |
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5. |
QUALITY STANDARDS |
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4 |
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6. |
QUALITY MAINTENANCE |
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5 |
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7. |
FORM OF USE |
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5 |
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8. |
REPRESENTATIONS AND WARRANTIES |
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5 |
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9. |
SETTLEMENT OF INFRINGEMENT |
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6 |
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10. |
TERM |
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7 |
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11. |
TERMINATION FOR CAUSE |
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7 |
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12. |
EFFECT OF TERMINATION |
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8 |
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13. |
INDEMNIFICATION |
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8 |
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14. |
TAX |
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9 |
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15. |
GENERAL |
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9 |
TRADEMARK LICENSE AGREEMENT
BETWEEN
LONE STAR STEEL COMPANY, L.P. and
HENGYANG VALIN MPM STEEL TUBE CO., LTD
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is entered into as of August 15, 2006 by and between Lone Star Steel Company, L.P., a limited partnership organized under the laws of the state of Delaware, with offices at 5660 N. Dallas Parkway, Suite 500, Dallas, TX 75248 (“Lone Star”) and Hengyang Valin MPM Steel Tube Co., Ltd, a corporation organized under the laws of the People’s Republic of China, with offices at Hengyang, Huan Province, People’s Republic of China (“Valin MPM”). Each of Lone Star and Valin MPM may be referred to individually as a (“Party”) or together as (the “Parties”).
WHEREAS,
1. Star China Ltd. (“Star China”, an Affiliate of Lone Star), Valin MPM, Hunan Valin Tube & Wire Joint Stock Co. Ltd. (“Valin TW”) and Hengyang Valin Steel Tube Co. Ltd. (“Valin ST”) entered into a Capital Increase Agreement on August 15, 2006 (the “Capital Increase Agreement”), and Star China, Valin TW and Valin ST entered into a Joint Venture Contract on August 15, 2006 (the “JV Contract”) (the “Capital Increase Agreement” and the “JV Contract” are collectively referred to as the “JV Agreements” hereinafter).
2. According to a Sales, Marketing and Supply Agreement entered into between Buyer (as defined therein), a joint venture between Star China and Valin TW, Lone Star Technologies, Inc., Valin TW and Valin MPM on the same date of this Agreement (the “Sales and Marketing Agreement”), Buyer intends to purchase certain products from Valin MPM and Valin MPM intends to supply such products. In connection with the supply of products under the Sales and Marketing Agreement, Lone Star desires to license Valin MPM to use certain trademarks listed on Schedule A (the “Marks”).
NOW THEREFORE, Valin MPM and Lone Star hereby agree to the following terms and conditions.
Unless the context of this Agreement otherwise requires, the following terms shall have the meanings set forth below:
“Affiliate” means any person which is directly or indirectly controlled by, under common
1
control with or controlling a Party, and its officers, directors, managers, and employees. The terms “controlled”, “control” or “controlling” shall mean the ownership of more than fifty percent (50%) equity interests or the power to appoint the majority of directors.
“Agreement” means this Trademark License Agreement.
“Business Day” means any day on which the banking institutions in Dallas, Texas USA and those in People’s Republic of China are generally open for business to the public, except for Saturday, Sunday and public holidays.
“China” means the People’s Republic of China, for the purposes of this Agreement only, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan.
“Effective Date” means the date specified in the caption of this Agreement.
“Law” or “Laws” means the laws, regulations and enactments promulgated by various levels of legislatures, judicial and administrative authorities that are knowable to the public.
“Licensed Area” means Dali New Village #10, Zhengxiang District, Hengyang, Hunan, China.
“Mark Products” mean Products sold under or marked with all or any portion of the Marks.
“Products” means the goods to be sold, marketed, distributed, used or offered for sale in North America under the Sales and Marketing Agreement whether or not actually sold under such Sales and Marketing Agreement, including the Tubular Products (as defined in the Sales and Marketing Agreement).
“Quality Standards” mean the quality standards and specifications of the Mark Products set forth in Schedule B, or as otherwise provided in writing by Lone Star from time to time.
“Trademark Bureau” means the Trademark Bureau under the State Administration for Industry and Commerce.
Unless the context of this Agreement otherwise requires, the following terms shall have the meanings set forth below:
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No royalty shall be payable by Valin MPM to Lone Star or its Affiliates for Valin MPM’s use of the Marks.
For the avoidance of doubt, no license other than the licenses set forth in Section 2 are granted hereunder or by course of dealing or estoppel.
Valin MPM agrees that the nature and quality of all services rendered by Valin MPM in connection with the Marks; all goods sold by Valin MPM under the Marks; and all related advertising, promotional and other related uses of the Marks by Valin MPM shall conform to or exceed the corresponding Quality Standards. Lone Star will cooperate with Valin MPM in designating Quality Standards that are feasible in Valin MPM’s manufacturing.
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Valin MPM agrees to cooperate with Lone Star, at Lone Star’s reasonable request, in facilitating Lone Star’s appropriately monitoring the quality standards used by Valin MPM, to permit reasonable inspection of Valin MPM’s operation with reasonable advanced notice to Valin MPM, and to supply Lone Star with specimens or pictures of specimens showing all uses of the Marks. Valin MPM shall comply with all applicable Laws and regulations and obtain all appropriate and necessary government approvals pertaining to the sale, distribution and advertising of Mark Products and services by Valin MPM pursuant to this Agreement; provided that Lone Star shall reasonably cooperate with Valin MPM in connection therewith.
Valin MPM agrees to use the Marks according to this Agreement and any other written agreement entered into by Parties from time to time. Valin MPM further agrees, without Lone Star’s prior written consent, not to use on any Products any trademarks or service marks owned by Valin MPM in combination with any of the Marks; provided however, that Valin MPM shall use the following combination of marks on all Products to be sold in North America on which it uses the Marks pursuant to this Agreement: “Lone Star/HVST” or “Lone Star/HVST Seamless”, as appropriate.
Lone Star represents and warrants that:
Lone Star acknowledges that in signing this Agreement, Valin MPM is relying on the representations and warranties set forth in Section 8.1.
Valin MPM acknowledges that in signing this Agreement, Lone Star is relying on the representations warrants and covenants set forth in Section 8.3.
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If, to a reasonable extent, either Party is aware of any of the following:
such Party shall promptly notify the other Party and provide a detailed statement concerning such third-party action.
If, to a reasonable extent, either Party is aware of any third party’s assertion that:
such Party shall promptly notify the other Party and provide detailed information concerning such third-party assertion.
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This Agreement shall become effective on the Funding Date as defined under the Capital Increase Agreement (the “Effective Date”) and shall maintain its effectiveness during the Joint Venture Term as defined under the JV Contract, unless sooner terminated in accordance with Section 11 (the “Term”). Sections 3, 9, and 12-15 shall survive any expiration or termination of this Agreement.
Either Party may only terminate or revoke this Agreement and the licenses granted herein prior to the end of the Term if: (i) the other Party breaches any material term or condition of this Agreement and fails to cure such breach within ninety (90) days after receipt of written notice of the same; or (ii) the other Party becomes bankrupt, or is the subject of proceedings for liquidation or dissolution, or ceases to carry on business or becomes
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unable to pay its debts as they come due or upon the winding-up sale, consolidation, merger or any sequestration by governmental authority of such other Party. In addition, this Agreement shall terminate upon termination of the JV Contract.
Upon termination of this Agreement Valin MPM agrees to immediately discontinue all use of the Marks and any term confusingly similar thereto, and to delete the above-said Marks and term from its corporate or business name, to cooperate with Lone Star or its appointed agent to apply to the appropriate authorities to cancel recording of the Agreement from all government records, to destroy all printed materials bearing any of the Marks, and that all rights in the Marks and the good will connected therewith, whether existing on the date hereof or created thereafter by any means, shall remain the property of Lone Star; provided, that Valin MPM shall have the limited right to market, distribute, use and sell any Mark Products, and use any printed materials bearing any of the Marks, in existence prior to the date of termination until the earlier of (a) the time such supplies of such Mark Products or materials have been exhausted or (b) three (3) months following the termination of this Agreement.
Notwithstanding anything to the contrary in this Agreement, during and following the Term Valin MPM shall have the right to (i) keep records and other historical or archived documents containing or referencing the Marks, (ii) refer to the fact that Valin MPM conducts or previously conducted business under the Marks; provided that, such reference is not used in marketing materials or commercially, and (iii) use the Marks to the extent required by or permitted as a fair use under applicable Law.
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Valin MPM shall be responsible for all applicable sales, service, value-added, lease, withholding, stamp, use, personal property, excise, consumption, and other taxes and duties associated with this Agreement and/or all products manufactured and sold or leased by Valin MPM under the license granted in this Agreement and all services provided by Valin MPM under the license granted in this Agreement, unless applicable Laws provide otherwise compulsorily. To the extent permitted by applicable law, Valin MPM shall be responsible for any taxes assessed by any tax authority against either Party on the provision of the services as a whole, or on any particular service received by Valin MPM from Lone Star except Lone Star shall remain responsible for any taxes on Lone Star’s net income.
Within three (3) months of the Effective Date of this Agreement, the Parties shall submit this Agreement to the Trademark Bureau for filing.
Each Party acknowledges that any breach of the respective Party’s obligations under this Agreement concerning use of the Marks or ownership of the Marks may cause the other Party irreparable harm not compensable with money damages, and that in the event of such breach, the non-breaching Party shall be entitled to seek injunctive relief from any court of competent jurisdiction.
Neither Party shall assign or transfer its rights, duties or obligations under this Agreement, whether by contract, operation of Law, merger, reorganization, liquidation,
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dissolution or sale of assets, without the prior written consent of the other Party. Any purported assignment or transfer of this Agreement without the prior written consent of the other Party shall be null and void.
Unless otherwise provided in the Agreement, notices or other communications required to be given by any Party pursuant to this Agreement may be delivered personally, sent by registered airmail (postage prepaid) by a recognized courier service, sent by facsimile transmission, or sent by e-mail transmission to the address of the other Party set forth below or such other address notified in lieu thereof. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:
Hengyang Valin MPM Steel Tube Co., Ltd:
No. 10 Dali New Village, Zhengxiang District,
Hengyang, Hunan Province
People’s Republic of China
Attention: Head of Office
Facsimile No: (86) 734-8870188
Lone Star Steel Company, L.P.
15660 North Dallas Parkway
Suite 500
Dallas, TX 75248
Attention: General Counsel
Telephone No.: 1-972-770-6419
Facsimile No.: 1-972-770-6471
Except as expressly provided herein, this Agreement is entered into solely between, and may be enforced only by Valin MPM and Lone Star. This Agreement shall not be
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deemed to create any rights or causes of action in or on behalf of any third parties, including without limitation, employees, suppliers and customers of a Party, or to create any obligations of a Party to any such third parties.
If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby and the illegal provision will be replaced with a legal provision that encapsulates to the extent permitted by applicable Law the original intent of the Parties.
The headings contained in this Agreement are for reference only and shall not be deemed to be a part of this Agreement or to affect the meaning or interpretation hereof.
The Parties warrant that they will comply with the Foreign Corrupt Practices Act and U.S. export control laws and regulations. The Parties acknowledge that some Products with the Marks may be subject to export controls under the laws and regulations of the United States, the European Union, the United Nations and other jurisdictions. No Party shall export or re-export any such items or any direct product thereof or undertake any transaction or service in violation of any such laws or regulations. Without limiting the generality of the foregoing, the Parties expressly acknowledge that some Products with the Marks may be subject to U.S. export control laws and regulations, including but not limited to the U.S. Export Administration Regulations, 15 C.F.R. Parts 730 through 774 (administered by the Department of Commerce, Bureau of Industry and Security) and the economic sanctions promulgated from time to time by means of statute, executive order, or regulation (administered by the United States Department of the Treasury, Office of Foreign Assets Control), including but not limited to those economic sanctions programs enumerated at 31 C.F.R. Parts 500 through 598.
The relationship of the Parties under this Agreement shall not constitute a partnership or joint venture for any purpose. Neither Party is an agent of the other Party and neither Party has right, power or authority, expressly or impliedly, to represent or bind the other Party.
The Laws or regulations of Texas (United States of America) which are officially published and publicly available shall apply to and govern the formation, validity, interpretation and implementation of this Agreement and all other contracts, agreements, documents for implementing this Agreement.
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Amendments to this Agreement and the other contracts contemplated herein may be made only by a written agreement in English and Chinese signed by duly authorized representatives of each of the Parties and, unless prior approval from the Examination and Approval Authorities is statutorily required, will become effective as soon as the amendments are filed with the Examination and Approval Authorities for record. “Examination and Approved Authorities” shall have the meaning given in the JV Contracts.
This Agreement is written and executed in English and Chinese in ten (10) original counterparts in each language and each language version has the same effect. Each Party shall hold a copy and the remaining copies will be submitted to the Examination and Approval Authorities as well as the government registration bodies for approval or registration.
Except as expressly provided herein, neither Party shall use the other Party’s name or mark or refer to the other Party directly or indirectly in any media release, public announcement, or public disclosure relating to this Agreement, including in any promotional or marketing materials, customer lists or business presentations without the prior written consent of the other Party prior to each such use or release. Neither Party shall make any public statements about this Agreement or its relationship with the other Party without the other Party’s prior approval, except as required by Law.
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Unless otherwise provided for, failure or delay on the part of any Party to exercise any right or privilege under this Agreement shall not operate as a waiver of such right or privilege nor shall any partial exercise of any right or privilege preclude any further exercise thereof. Any waiver by a Party of a breach of any term or provision of this Agreement shall not be construed as a waiver by such Party of any subsequent breach, its rights under such term or provision, or any of its other rights hereunder.
Neither Party shall be liable for any loss, damages or penalty (other than the obligation to pay money) resulting from a delay in delivery of information or services as applicable when such delay is due to causes beyond the reasonable control of such Party including, but not limited to; supplier delay, acts of God, labor unrest, fire, explosion, earthquake, accidents, acts of public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restrictions, labor or material shortages, embargoes, failure or delays in transportation, acts of governmental authorities or judicial action, or material interruption in telecommunications or utility services.
This Agreement may be executed in any number of counterparts, each of which shall be an original, and such counterparts together shall constitute one and the same instrument. Execution may be effected by delivery of facsimiles of signature pages, which shall be deemed originals in all respects.
This Agreement and the other contracts contemplated herein constitute the entire agreement among all Parties with respect to the subject matters set forth herein and therein and supersede all prior discussions, notes, memoranda, negotiations, understandings and all the documents and agreements between them relating to the same. All documents, agreements, understandings and correspondence between the Parties prior to the execution of this Agreement shall, with the exception of any non-disclosure/confidentiality undertakings, become null and void automatically when this Agreement enters into effect.
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IN WITNESS WHEREOF, the Parties have executed multiple originals of this Agreement to be effective as of the day and year noted below.
LONE STAR STEEL COMPANY, L.P. |
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HENGYANG VALIN MPM STEEL |
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By: |
/s/ Rhys J. Best |
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By: |
/s/ Zhao JianHui |
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(SIGNATURE) |
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(SIGNATURE) |
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(PRINT NAME) |
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(PRINT NAME) |
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Director |
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Chairman/General Manager |
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(TITLE) |
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(TITLE) |
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(DATE) |
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(DATE) |
Schedule A
Trademarks
TRADEMARKS/Our
ref. |
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COUNTRY/ |
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REG./SERIAL NO. |
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TRADEMARK OWNER |
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AEROSEG
M120.21 |
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USA |
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® 2,348,387 on 05/09/00 |
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Fintube Technologies, Inc. |
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ESCOA
M120.28 |
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USA |
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® 873,786 on 07/29/69 |
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Fintube Technologies, Inc. |
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KENTUBE
M120.29 |
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USA |
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®1,023,700 on 10/28/75 |
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Fintube Technologies, Inc. |
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SOLIDFIN
M120.26 |
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USA |
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® 922,815 on 10/26/71 |
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Fintube Technologies, Inc. |
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ESCOA
M120.24 |
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Oklahoma |
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® 25,745 on 06/16/93 |
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Fintube (Limited Partnership) |
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KENTUBE
M120.23 |
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Oklahoma |
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® 25,746 on 06/16/93 |
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Fintube (Limited Partnership) |
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ESCOA
M120.30 |
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U.K. |
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® 1112613 |
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Fintube Technologies, Inc. |
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ESCOA SOLIDFIN
M120.31 |
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U.K. |
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® 1112614 |
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Fintube Technologies, Inc. |
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ESCOA
M120.202 |
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USA |
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® 2,496,305 on 10/09/01 |
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Fintube Technologies, Inc. |
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TRADEMARKS/Our
ref. |
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COUNTRY/ |
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REG./SERIAL NO. |
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TRADEMARK OWNER |
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X-ID |
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USA |
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®. 2,727,252 on 06/17/03 |
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Fintube Technologies, Inc. |
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TUBULAR SOLUTIONS FROM THE TUBULAR EXPERTS |
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USA |
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Appl. No. 76/421,819 06/17/02 |
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Lone Star Steel Company, L.P. |
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QDOM |
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USA |
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® 3,068,587 on 03/14/06 |
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Lone Star Steel Company, L.P. |
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TUBULAR SOLUTIONS |
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USA |
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Appl. No. 76/421,847 06/22/02 |
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Lone Star Steel Company, L.P. |
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THE TUBULAR EXPERTS |
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USA |
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® 2,552,909 on 03/26/02 |
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Lone Star Steel Company, L.P. |
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THE TUBULAR EXPERTS |
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USA |
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® 2,248,090 on 05/25/99 |
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Lone Star Steel Company, L.P. |
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LSS and Design |
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USA |
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® 1,715,004 on 09/15/92 |
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Lone Star Steel Company, L.P. |
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TRADEMARKS/Our
ref. |
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COUNTRY/ |
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REG./SERIAL NO. |
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TRADEMARK OWNER |
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H2S-100 |
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USA |
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® 1,956,657 on 02/13/96 |
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Lone Star Steel Company, L.P. |
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H2S-95 |
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USA |
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® 1,805,098 on 11/16/93 |
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Lone Star Steel Company, L.P. |
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H2S-90 |
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USA |
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® 1,968,712 on 04/16/96 |
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Lone Star Steel Company, L.P. |
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STARLOY |
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USA |
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® 983,686 on 05/14/74 |
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Lone Star Steel Company, L.P. |
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STARDOM |
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USA |
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® 919,694 on 09/07/71 |
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Lone Star Steel Company, L.P. |
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LONESTAR |
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USA |
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® 710,435 on 01/31/61 |
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Lone Star Steel Company, L.P. |
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STARWELD |
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USA |
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® 712,386 on 03/14/61 |
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Lone Star Steel Company, L.P. |
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TRADEMARKS/Our
ref. |
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COUNTRY/ |
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REG./SERIAL NO. |
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TRADEMARK OWNER |
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S/D |
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Mexico |
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® 474,351 on 09/22/94 |
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Lone Star Technologies, Inc. |
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H2S-100 |
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China |
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Appl. no. 4936700 Filed 10/11/05 |
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Lone Star Steel Company, L.P. |
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H2S-90 |
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China |
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Appl. no. 4936701 Filed 10/11/05 |
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Lone Star Steel Company, L.P. |
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H2S-95 |
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China |
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Appl. no. 4936699 Filed 10/11/05 |
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Lone Star Steel Company, L.P. |
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LONE STAR |
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China |
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Appl. no. 4936703 Filed 10/11/05 |
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Lone Star Steel Company, L.P. |
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LSS & Design |
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China |
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Appl. no. 4936705 Filed 10/11/05 |
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Lone Star Steel Company, L.P. |
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QDOM |
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China |
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Appl. no. 4936704 Filed 10/11/05 |
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Lone Star Steel Company, L.P. |
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TRADEMARKS/Our
ref. |
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COUNTRY/ |
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REG./SERIAL NO. |
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TRADEMARK OWNER |
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STARDOM |
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China |
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Appl. no. 4936716 Filed 10/11/05 |
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Lone Star Steel Company, L.P. |
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STARLOY |
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China |
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Appl. no. 4936715 Filed 10/11/05 |
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Lone Star Steel Company, L.P. |
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STARWELD |
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China |
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Appl. no. 4936709 Filed 10/11/05 |
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Lone Star Steel Company, L.P. |
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THE TUBULAR EXPERTS Class 42 |
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China |
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Appl. no. 4936697 Filed 10/11/05 |
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Lone Star Steel Company, L.P. |
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THE TUBULAR EXPERTS Class 06 |
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China |
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Appl. no. 4936698 Filed 10/11/05 |
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Lone Star Steel Company, L.P. |
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TUBULAR SOLUTIONS |
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China |
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Appl. no. 4936702 Filed 10/13/05 |
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Lone Star Steel Company, L.P. |
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TUBULAR SOLUTIONS FROM THE TUBULAR EXPERTS |
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China |
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Appl. no. 4936710 Filed 10/13/05 |
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Lone Star Steel Company, L.P. |
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Schedule B
[Quality Standards]
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / For Period End: | 8/15/06 | None on these Dates | ||
List all Filings |