Annual Report — Small Business — [x] Reg. S-B Item 405 — Form 10-KSB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10KSB40 Annual Report -- Small Business -- [x] Reg. S-B 98 448K
Item 405
2: EX-10.4 Material Contract 11 37K
3: EX-10.5 Material Contract 12 39K
4: EX-10.6 Material Contract 8 26K
5: EX-10.7 Material Contract 13 41K
6: EX-23.0 Consent of Experts or Counsel 1 6K
7: EX-27.1 Financial Data Schedule (Pre-XBRL) 2 10K
8: EX-27.2 Financial Data Schedule (Pre-XBRL) 2 12K
9: EX-27.3 Financial Data Schedule (Pre-XBRL) 2 11K
BROADWAY FINANCIAL CORPORATION
LONG TERM INCENTIVE PLAN
Section 1
PURPOSE
The purpose of this Broadway Financial Corporation Long Term Incentive Plan
(this "PLAN") is to increase stockholder value and to advance the interests of
Broadway Financial Corporation (the "HOLDING COMPANY") and its subsidiary,
Broadway Federal Bank, f.s.b. (the "BANK") (the Holding Company and Bank are
collectively referred to herein as the "COMPANY") by awarding equity based
incentives designed to attract, retain and motivate employees.
Section 2
ADMINISTRATION
2.1. ADMINISTRATION BY COMMITTEE. This Plan shall be administered by a
committee (the "COMMITTEE") consisting of two or more members of the Holding
Company's Board of Directors ("BOARD"), who are appointed and may be removed by
the Board, and who are "disinterested persons" within the meaning of Securities
and Exchange Commission Rule 16b-3 ("RULE 16b-3") promulgated under the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and "outside
directors" within the meaning of Section 162(m) of the Internal Revenue Code of
1986, as amended (the "CODE").
2.2. AUTHORITY. Subject to the provisions of this Plan, the Committee
shall have the authority to (a) manage and control the operation of this Plan,
(b) interpret and construe the provisions of this Plan, and prescribe, amend and
rescind rules and regulations relating to this Plan, (c) make awards under this
Plan in such forms and amounts and subject to such restrictions, limitations and
conditions as it deems appropriate, including, without limitation, awards which
are made in combination with or in tandem with other awards (whether or not
contemporaneously granted), (d) modify the terms of outstanding awards, (e)
prescribe the form of agreement, certificate or other instrument evidencing any
award under this Plan, (f) correct any defect or omission and reconcile any
inconsistency in this Plan or in any award hereunder, and (g) make all other
determinations and take all other actions as it deems necessary or desirable for
the implementation and administration of this Plan. The determination of the
Committee on matters within its authority shall be conclusive and binding on the
Company and all other
persons.
Section 3
PARTICIPATION
All employee of the Company, or of any subsidiaries or affiliates, are
eligible to receive awards granted pursuant to this Plan. Subject to the terms
and conditions of this Plan, the Committee shall determine and designate from
time to time the employees of the Company and its subsidiaries and affiliates
(including employees who are directors) who shall receive awards under this Plan
("PARTICIPANTS").
Section 4
SHARES SUBJECT TO THIS PLAN
4.1. NUMBER OF SHARES RESERVED. Subject to adjustment in accordance with
subsection 4.2, the maximum number of shares of common stock, $0.01 par value,
of the Holding Company ("COMMON STOCK") which may be issued under this Plan
shall not exceed 62,488 shares in the aggregate, and shall not exceed 4,463
shares with respect to any one individual in any calendar year. Such shares may
be either authorized and unissued shares, treasury shares or a combination
thereof, as the Committee shall determine. The number of shares related to
awards that expire unexercised or are forfeited, surrendered, terminated or
cancelled (except for shares of Common Stock withheld or surrendered to satisfy
tax withholding obligations) shall again be available for additional awards
under this Plan unless this Plan shall have terminated.
4.2. ADJUSTMENTS TO SHARES RESERVED. In the event of any merger,
consolidation, reorganization, recapitalization, spinoff, stock dividend, stock
split, reverse stock split, exchange or other distribution with respect to
shares of Common Stock or other change in the corporate structure or
capitalization of the Company affecting the Common Stock, the type and number of
shares of stock which are or may be subject to awards under this Plan and the
terms of any outstanding awards (including the price at which shares of stock
may be issued pursuant to an outstanding award) shall be equitably adjusted by
the Committee, in its sole discretion, to preserve the value of benefits awarded
or to be awarded to Participants under this Plan.
Section 5
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STOCK OPTIONS
5.1. AWARDS. Subject to the terms and conditions of this Plan, the
Committee shall designate the Participants to whom options to purchase shares of
Common Stock ("OPTIONS") are to be awarded under this Plan and shall determine
the number, type and terms of the Options to be awarded to each of them. Each
Option awarded under this Plan shall be a "nonqualified stock option" for tax
purposes, unless the Option satisfies all of the requirements of Section 422 of
the Code and the Committee designates such Option as an "Incentive Stock
Option".
5.2. OPTION PRICE. The "Option Price" for any Option awarded hereunder
shall not be less than the Fair Market Value of a share of Common Stock on the
date the Option is awarded. The "Fair Market Value" of a share of Common Stock
as of any date shall be equal to the average of the high and low bid prices of
the Common Stock or the closing sale price thereof as reported by an applicable
transaction reporting system or stock exchange on the date preceding the
applicable date or, if no bid quotations or sale prices of Common Stock are
reported on such date, the average of the high and low bid prices or closing
sale price of a share of Common Stock on the date as of which trading in the
Common Stock was last reported on the applicable transaction reporting system or
exchange. If the Common Stock is not listed or admitted to trading on any
exchange or system that reports actual sale prices or bid and asked quotations,
the Fair Market Value of a share of Common Stock shall be as determined in good
faith by the Committee.
5.3. OPTION EXPIRATION DATE. All rights to purchase shares of Common
Stock pursuant to an Option shall cease as of the date (the "OPTION EXPIRATION
DATE") established by the Committee at the time of the award of such Option
(subject to any earlier permitted termination by the Committee), but in no event
later than the date which is ten years after the date on which the Option is
awarded. Unless provided otherwise by the Committee, if the employment of a
Participant terminates for any reason, his or her nonvested options shall
terminate and his or her vested options shall be exercisable no later than the
earliest to occur of (i) twelve months after termination of the Participant's
employment if termination is by reason of his or her becoming disabled (within
the meaning of Section 22(e)(3) of the Code) or his or her death, (ii) 90 days
after the date of his or her termination of employment for any other reason, or
(iii) the Option Expiration Date; PROVIDED, HOWEVER, the Committee may not
provide that the Participant's right to exercise vested options shall terminate
less than six months from the date of termination of employment due to death or
disability or less than 30 days
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after the date of termination of employment for any other reason, but no options
shall be exercisable later than the Option Expiration Date.
5.4. VESTING. Each Option awarded under this Plan shall vest (become
exercisable), either in whole or in part, at such time or times as shall be
determined by the Committee at the time the Option is granted, or at such
earlier time or times as the Committee shall subsequently determine, but shall
be at the rate of at least 20% per year over five years from the date the Option
is granted.
5.5. MANNER OF EXERCISE. An Option may be exercised by a Participant (or,
in the event of his or her death, by the person or persons to whom that right
passes by will or by the laws of descent and distribution), to the extent then
vested, by giving written notice of such exercise to the Secretary of the
Company at the principal executive offices of the Company prior to the Option
Expiration Date; provided, however, that an Option may only be exercised with
respect to whole shares of Common Stock. Such notice shall specify the number
of shares of Common Stock to be purchased and shall be accompanied by payment of
the Option Price for such shares (and, if required by the Committee, any
applicable withholding taxes) in such form and manner as the Committee may from
time to time approve.
Section 6
STOCK APPRECIATION RIGHTS
6.1. AWARDS. Subject to the terms and conditions of this Plan, the
Committee shall designate the employees to whom stock appreciation rights
("SARS") are to be awarded under this Plan and shall determine the number and
terms of the SARs to be awarded to each of them. An SAR may be awarded in
tandem with an Option at the time the Option is granted or thereafter.
Notwithstanding any provision of this Section 6 to the contrary, an SAR awarded
in tandem with an Option shall be exercisable only to the extent that the
related Option is exercisable.
6.2. PAYMENT. Subject to the terms and conditions of this Plan, upon
exercise of an SAR, a Participant shall be entitled to receive the number of
shares of Common Stock having a Fair Market Value (as of the date of exercise)
equal to:
(a) the number of shares of Common Stock as to which the SAR is exercised;
MULTIPLIED BY
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(b) the excess of the Fair Market Value (as of the date of exercise) of a
share of Common Stock over the exercise price of the SAR;
provided, however, that, in lieu of fractional shares of Common Stock, a
Participant shall be entitled to receive an appropriate cash payment; and
provided, further, that the Committee, in its sole discretion, may elect to
settle the SAR (or any portion thereof) in cash equal to the Fair Market Value
on the exercise date of any or all of the shares of Common Stock that would
otherwise be issuable upon such exercise.
6.3. SAR EXPIRATION DATE. All rights to acquire shares of Common Stock
pursuant to an SAR shall cease as of the date (the "SAR EXPIRATION DATE")
established by the Committee at the time of award (subject to any earlier
permitted termination by the Committee), but in no event later than the date
which is ten years after the date on which the SAR is awarded. Unless provided
otherwise by the Committee, if the employment of a Participant terminates for
any reason, his or her nonvested SARs shall terminate and his or her vested SARs
shall be exercisable no later than the earliest to occur of (i) twelve months
after termination of the Participant's employment if termination is by reason of
his or her becoming disabled (within the meaning of Section 22(e)(3) of the
Code) or his or her death, (ii) 90 days after the date of his or her termination
of employment for any other reason, or (iii) the SAR Expiration Date.
6.4. VESTING. Each SAR awarded under this Plan shall become exercisable,
either in whole or in part, at such time or times as shall be determined by the
Committee at the time the SAR is granted, or at such earlier times as the
Committee shall subsequently determine.
6.5. MANNER OF EXERCISE. An SAR may be exercised, in whole or in part to
the extent then vested, by giving written notice of such exercise to the
Secretary of the Company prior to the date on which the SAR expires. Such
notice shall specify the number of shares with respect to which the SAR is
exercised. As soon as practicable after receipt of such notice, the Company
shall deliver to the Participant certificates for the shares of Common Stock or
cash or both to which the Participant is entitled pursuant to subsection 6.2.
To the extent that an SAR that is awarded in tandem with an Option is exercised,
the related Option will be cancelled, and to the extent that an Option awarded
in tandem with an SAR is exercised, the tandem SAR will be cancelled.
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Section 7
LIMITED STOCK APPRECIATION RIGHTS
7.1. AWARDS. Subject to the terms and conditions of this Plan, the
Committee may designate that limited stock appreciation rights ("LSARs") are to
be awarded in tandem with all or a portion of any Option award under this Plan.
An LSAR may be awarded in tandem with an Option at the time the Option is
granted or thereafter. Notwithstanding any provision of this Section 7 to the
contrary, an LSAR shall be exercisable only to the extent that the related
Option is exercisable. Unless otherwise provided by the Committee, an LSAR
shall not be exercised in whole or part prior to the date which is six months
after the date of award of the LSAR and may only be exercised following a Change
in Control (as defined in subsection 7.5) of the Company.
7.2. PAYMENT. Subject to the terms and conditions of this Plan, upon
exercise of an LSAR, a Participant shall be entitled to receive a cash payment
equal to:
(a) the number of shares of Common Stock as to which the LSAR is
exercised;
MULTIPLIED BY
(b) the excess of the Fair Market Value (as of the date of exercise) of a
share of Common Stock over the exercise price of the LSAR.
7.3. LSAR EXPIRATION DATE. All rights to exercise an LSAR shall cease as
of the date (the "LSAR EXPIRATION DATE") established by the Committee at the
time of the award (subject to any earlier permitted termination by the
Committee), but in no event later than the date which is ten years after the
date on which the LSAR is awarded. Unless provided otherwise by the Committee,
if the employment of a Participant terminates for any reason, his or her
nonvested LSARs shall terminate and his or her vested LSARs shall be exercisable
no later than the earliest to occur of (i) twelve months after termination of
the Participant's employment if termination is by reason of his or her becoming
disabled (within the meaning of Section 22(e)(3) of the Code) or his or her
death, (ii) 90 days after the date of his or her termination of employment for
any other reason, or (iii) the LSAR Expiration Date. Notwithstanding any
provision of this subsection 7.3 to the contrary, an LSAR shall be exercisable
only to the extent that the underlying Option is exercisable.
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7.4. MANNER OF EXERCISE. An LSAR may be exercised, in whole or in part to
the extent then vested, by giving written notice of such exercise to the
Secretary of the Company after the date of a Change in Control and prior to the
date on which the LSAR expires. Such notice shall specify the number of shares
with respect to which the LSAR is exercised. To the extent that an LSAR is
exercised, the related Option will be cancelled, and to the extent that an
Option awarded in tandem with an LSAR is exercised, the tandem LSAR will be
cancelled.
Section 8
RESTRICTED STOCK
8.1. AWARDS. Subject to the terms and conditions of this Plan, the
Committee shall designate the employees to whom shares of "Restricted Stock"
shall be awarded under this Plan and determine the number of shares and the
terms and conditions of each such award. Each Restricted Stock award shall
entitle the Participant to receive shares of Common Stock upon the terms and
conditions specified by the Committee and subject to the following provisions of
this Section 8.
8.2. RESTRICTIONS. All shares of Restricted Stock awarded hereunder shall
be subject to such restrictions as the Committee may determine, including,
without limitation, any or all of the following:
(a) a required period of employment with the Company, as determined by the
Committee, prior to the vesting of the shares of Restricted Stock;
(b) a prohibition against the sale, assignment, transfer, pledge,
hypothecation or other encumbrance of the shares of Restricted Stock
for a specified period as determined by the Committee; and
(c) a requirement that the holder of shares of Restricted Stock forfeit
all or a part of such shares in the event of termination of his or her
employment during any period in which such shares are subject to
restrictions.
All restrictions on shares of Restricted Stock awarded pursuant to this Plan
shall expire, and such shares shall vest in the Participant when they were
awarded, at such time or times as the Committee shall specify.
8.3. REGISTRATION OF SHARES. Shares of Restricted Stock
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awarded pursuant to this Plan shall be registered in the name of the Participant
and, in the discretion of the Committee, may be deposited with an entity
designated by the Committee or with the Company. The Committee may require the
Participant to endorse a stock power in blank with respect to shares of
Restricted Stock awarded to the Participant.
8.4. STOCKHOLDER RIGHTS. Subject to the terms and conditions of this
Plan, during any period in which shares of Restricted Stock are subject to
forfeiture or restrictions on transfer, each Participant who has been awarded
shares of Restricted Stock shall have such rights of a stockholder with respect
to such shares as the Committee may designate at the time of the award,
including the right to vote such shares and the right to receive all dividends
paid on such shares. Unless otherwise provided by the Committee, stock
dividends or dividends in kind and any other securities distributed with respect
to Restricted Stock shall be restricted to the same extent and subject to the
same terms and conditions as the Restricted Stock to which they are
attributable.
8.5. LAPSE OF RESTRICTIONS. Subject to the terms and conditions of this
Plan, at the end of any time period during which the shares of Restricted Stock
are subject to forfeiture or restrictions on transfer, such shares will vest and
thereupon be delivered free of all restrictions to the Participant (or to the
Participant's legal representative, beneficiary or heir); PROVIDED, HOWEVER,
that such shares will vest at the rate of at least 20% per year over five years
from the date of the award.
Section 9
GENERAL
9.1. EFFECTIVE DATE. This Plan will become effective on the date it is
adopted by the Holding Company's Board of Directors, subject to its approval by
the Company's stockholders. Awards may be issued under this Plan prior to the
time stockholder approval is obtained, but if stockholder approval is not
received within twelve months of this Plan's adoption, such awards shall be
cancelled and be of no effect. In no event may an Option or SAR be exercised,
or restrictions on Restricted Stock lapse, prior to the date stockholder
approval is obtained.
9.2. DURATION. This Plan shall remain in effect until all awards made
under this Plan have either been satisfied by the issuance of shares of Common
Stock or the payment of cash or been terminated in accordance with the terms of
this Plan and the award and until all restrictions imposed on shares of Common
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Stock issued under this Plan have lapsed. No award may be made under this Plan
after the tenth anniversary of the date this Plan is adopted by the Company's
Board of Directors.
9.3. NON-TRANSFERABILITY OF INCENTIVES. No Option, SAR, LSAR or share of
Restricted Stock may be transferred, pledged or assigned by the holder thereof
(except, in the event of the holder's death, by will or the laws of descent and
distribution), and the Company shall not be required to recognize any attempted
assignment of such rights by any Participant. During a Participant's lifetime,
awards may be exercised only by him or her or by his or her guardian or legal
representative.
9.4. EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH. In the event that a
Participant ceases to be an employee of the Company for any reason, including
death, any awards then outstanding may be exercised or shall expire in
accordance with the terms of this Plan and the award.
9.5. EFFECT OF CHANGE IN CONTROL.
(a) To the extent not then prohibited by 12 C.F.R. Section 563b.3(g)(4)
or other applicable regulation or law, unless determined otherwise
by the Committee, upon a Participant's termination of employment
within the twelve months following a Change in Control, all
unvested Restricted Stock awards shall become fully vested and all
Options, SARs and LSARs shall be exercisable for a period ending on
the earlier of the Expiration Date of the Option, SAR or LSAR or
the first anniversary of the Participant's termination of
employment. Notwithstanding the foregoing provisions of this
subsection 9.5, in the event of a Change in Control as the result
of a Terminating Event, a Participant's Options, SARs, LSARs and
Restricted Stock will become exercisable pursuant to this paragraph
only if no provision has been made in writing in connection with
such Terminating Event for the continuance of this Plan and for the
assumption of the awards theretofore granted hereunder, or the
substitution for such awards of new awards issued by the successor
corporation or, if applicable, the publicly traded entity that is
the parent entity of the successor corporation, with such
appropriate adjustments as may be determined or approved by the
Committee, in which event this Plan and the awards theretofore
granted or substituted therefor shall continue in the manner and
under the terms so provided.
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(b) As used in this Plan, a "Change in Control" of the Company shall mean
an event of a nature that (i) would be required to be reported in
response to Item 1 of a current report filed on Form 8-K pursuant to
Section 13 or 15(d) of the Exchange Act as in effect on the Effective
Date of this Plan; or (ii) results in any person acquiring control of
the Bank or the Holding Company within the meaning of the Home Owners'
Loan Act of 1933, as amended and the rules and regulations promulgated
by the Office of Thrift Supervision ("OTS") (or its predecessor
agency), as in effect on the Effective Date of this Plan, (provided,
that in applying the definition of change in control as set forth
under the rules and regulations of the OTS, the Board shall substitute
its judgment for that of the OTS); and, without limitation, such a
change in control shall be deemed to have occurred at such time as (A)
any "person" (as that term is used in Sections 13(d) and 14(d) of the
Exchange Act and the regulations of the SEC thereunder, each as in
effect on the date of the adoption of this Plan by the Board of
Directors of the Holding Company, and including any such persons that
may be deemed to be acting in concert with respect to the Bank or the
Holding Company, or the acquisition, ownership or voting of Bank or
Holding Company securities) is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act and the regulations of
the SEC thereunder, each as in effect on the date of the adoption of
this Plan by the Board of Directors of the Holding Company), directly
or indirectly, of securities of the Bank or the Holding Company
representing 20% or more of the Bank's or the Holding Company's
outstanding securities except for any securities of the Bank purchased
by the Holding Company in connection with the conversion of the Bank
to the stock form and any securities purchased by any tax-qualified
employee benefit plan of the Bank; or (B) individuals who constitute
the Board on the date of the adoption of this Plan by the Board of
Directors of the Holding Company (the "INCUMBENT BOARD") cease for any
reason to constitute at least a majority thereof, provided that any
person becoming a director subsequent to the date hereof whose
election was approved by a vote of at least three-quarters of the
directors then comprising the Incumbent Board, or whose nomination for
election by the Holding Company's stockholders was approved by the
same Nominating Committee serving under an Incumbent Board, shall be,
for purposes of this clause (B), considered as though he were a member
of
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the Incumbent Board; or (C) a plan of liquidation reorganization,
merger, consolidation, sale of all or substantially all the assets of
the Bank or the Holding Company or similar transaction in which the
Bank or Holding Company is not the resulting entity (a "TERMINATING
EVENT") is approved by the Board and the stockholders or otherwise
occurs; or (D) solicitations of stockholders of the Holding Company,
by someone other than the Incumbent Board of the Holding Company,
seeking stockholder approval of a plan of reorganization, merger or
consolidation of the Holding Company or Bank or similar transaction
with one or more corporations as a result of which the outstanding
shares of the class of securities then subject to this Plan are
exchanged for or converted into cash or property or securities not
issued by the Bank or the Holding Company shall be distributed; or (E)
a tender offer is made for 20% or more of the voting securities of the
Bank or the Holding Company; or (F) any other event, transaction or
series of transactions occurs as a result of which any person may be
deemed to "acquire control" of the Bank or the Holding Company (as
such terms are defined in the regulations of the OTS set forth at 12
C.F.R. Part 574 as in effect on the effective date of this Plan).
9.6. COMPLIANCE WITH APPLICABLE LAW AND WITHHOLDING.
(a) This Plan shall be governed by and construed in accordance with the
internal laws of the State of California. Notwithstanding any other
provision of this Plan, the Company shall have no obligation to issue
any shares of Common Stock under this Plan if such issuance would
violate any applicable law or any applicable regulation or requirement
of any securities exchange or similar entity.
(b) Prior to the issuance of any shares of Common Stock under this Plan,
the Company may require a written statement that the recipient is
acquiring the shares for investment and not for the purpose or with
the intention of distributing the shares and will not dispose of them
in violation of the registration requirements of Securities Act of
1933, as amended.
(c) With respect to any person who is subject to Section 16(a) of the
Exchange Act, the Committee may, at any time, add such conditions and
limitations to any award under this Plan that it deems necessary or
desirable to
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comply with the requirements of Rule 16b-3.
(d) If, at any time, the Company, in its sole discretion, determines that
the listing, registration or qualification (or any updating of any of
the foregoing) of any type of award, or the shares of Common Stock
issuable pursuant thereto, is necessary on any securities exchange or
under any federal or state securities or blue sky law, or that the
consent or approval of any governmental regulatory body is necessary
or desirable as a condition of, or in connection with, any award, the
issuance of shares of Common Stock pursuant to any award, or the
removal of any restrictions imposed on shares subject to an award,
such award shall not be made and the shares of Common Stock shall not
be issued or such restrictions shall not be removed, as the case may
be, in whole or in part, unless such listing, registration,
qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Company.
(e) All awards and payments under this Plan are subject to withholding of
all applicable taxes and the Company shall have the right to withhold
from any award under this Plan or to collect as a condition of any
payment under this Plan, as applicable, any taxes required by law to
be withheld. To the extent provided by the Committee, a Participant
may elect to have any distribution otherwise required to be made under
this Plan to be withheld or to surrender to the Company shares of
Common Stock already owned by the Participant to fulfill any tax
withholding obligation.
9.7. NO CONTINUED EMPLOYMENT. This Plan does not constitute a contract of
employment or continued service, and participation in this Plan will not give
any employee or Participant the right to be retained in the employ of the
Company or the right to continue as a director of the Company or any right or
claim to any benefit under this Plan unless such right or claim has specifically
accrued under the terms of this Plan or the terms of any award under this Plan.
9.8. TREATMENT AS A STOCKHOLDER. Any award to a Participant under this
Plan shall not create any rights in such Participant as a stockholder of the
Holding Company until shares of Common Stock are registered in the name of the
Participant.
9.9. AMENDMENT OF THIS PLAN. The Board may, at any time
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and in any manner, amend, suspend or terminate this Plan; provided, however,
that no such amendment or discontinuance shall:
(a) make any "material" (as such term is interpreted from time to time for
purposes of Rule 16b-3) increase in the number of shares reserved
under subsection 4.1 without stockholder approval;
(b) make any other change that would disqualify this Plan, or any award
granted under this Plan, intended to be so qualified, from the
exemption provided by Rule 16b-3; or
(c) alter or impair the rights of Participants with respect to awards
previously made under this Plan without the consent of the holder
thereof.
9.10. INFORMATION TO PARTICIPANTS. The Company will provide financial
statements of the Company to each Participant at least annually and without
charge.
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