Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Texas Standard Oil Company 101 474K
2: EX-2.1 Purchase and Sale Agreement 23 80K
3: EX-3.1 Articles of Incorporation 4 12K
4: EX-3.2 Articles of Amendment of Articles of Incorporation 7 20K
5: EX-3.3 Amended and Restated Bylaws 12 42K
6: EX-5.1 Opinion of Haynes and Boone, LLP 3 13K
7: EX-10.1 Promissory Note to Roberson Oil Company 2 11K
8: EX-10.3 2002 Equity Incentive Plan 17 85K
9: EX-23.2 Consent of Hein & Associates LLP 1 7K
10: EX-23.3 Consent of Ryder Scott Company, L.P. 1 7K
11: EX-99.1 Form of Letter to Record Holders 2± 8K
12: EX-99.2 Form of Letter to Clients 2 11K
13: EX-99.3 Form of Letter of Transmittal 8 41K
EX-3.3 — Amended and Restated Bylaws
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EXHIBIT 3.3
AMENDED AND RESTATED BYLAWS
OF
TEXAS STANDARD OIL COMPANY
ARTICLE I
OFFICES
1.1 The principal office of the corporation shall be located
at 6371 Richmond Ave., Suite 100, Houston, Texas 77057.
1.2 The corporation may also have offices at such other places
both within and without the State of Texas as the board of directors may from
time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
2.1 Meetings of shareholders for any purpose may be held at
such time and place within or without the State of Texas as shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof.
2.2 The annual meeting of shareholders shall be held annually
at such date and time as shall be designated from time to time by the board of
directors and stated in the notice of meeting.
2.3 Special meetings of the shareholders for any purpose or
purposes may be called by the president and shall be called by the president or
secretary at the request in writing of a majority of the board of directors, or
at the request in writing of shareholders owning fifty percent (50%) of all the
shares entitled to vote at the meetings. A request for a special meeting shall
state the purpose or purposes of the proposed meeting, and business transacted
at any special meeting of shareholders shall be limited to the purposes stated
in the notice.
2.4 Written notice stating the place, day and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten nor more than sixty
days before the date of the meeting, either personally or by mail, by or at the
direction of the president, the secretary or the officer or persons calling the
meeting, to each shareholder of record entitled to vote at such meeting.
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2.5 The holders of a majority of the shares issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the shareholders for the
transaction of business except as otherwise provided by statute or by the
articles of incorporation. If, however, a quorum shall not be present or
represented at any meeting of the shareholders, the shareholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting, provided a quorum shall be present or represented thereat, any business
may be transacted which might have been transacted if the meeting had been held
in accordance with the original notice thereof.
2.6 If a quorum is present at any meeting, the vote of the
holders of a majority of the shares entitled to vote, present in person or
represented by proxy, shall decide any question brought before such meeting,
unless the question is one upon which a different vote is required by law or by
the articles of incorporation.
2.7 Each outstanding share having voting power shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact.
2.8 Unless otherwise permitted by the articles of
incorporation of the Company, any action required by statute to be taken at a
meeting of the shareholders of the Company, or any action which may be taken at
a meeting of the shareholders, may be taken without a meeting, without prior
notice and without a vote if a consent or consents in writing, setting forth the
action so taken, shall be signed by the holder or holders of shares having not
less than the minimum number of votes that would be necessary to take such
action at a meeting at which all shares entitled to vote on the action were
present and voted. Any such signed consent, or a signed copy thereof, shall be
placed in the minute book of the Company. All notices with respect to such
consent required by the applicable statute shall be sent by the Company in a
timely manner.
ARTICLE III
DIRECTORS
3.1 The number of directors which shall constitute the whole
board of directors shall be not less than one. Such number of directors shall
from time to time be fixed and determined by the directors and shall be set
forth in the notice of any meeting of shareholders held for the purpose of
electing directors. The directors shall be elected at the annual meeting of
shareholders, except as provided in Section 3.2, and each director
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elected shall hold office until his successor shall be elected and qualify.
Directors need not be residents of Texas or shareholders of the corporation.
3.2 Any vacancy occurring in the board of directors may be
filled by a majority of the remaining directors though less than a quorum of the
board of directors. A director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office.
3.3 The number of directors may be increased or decreased from
time to time as provided in these by-laws but no decrease shall have the effect
of shortening the term of any incumbent director. Any directorship to be filled
by reason of an increase in the number of directors shall be filled by election
at an annual or special meeting of shareholders.
3.4 Any director may be removed either for or without cause at
any special meeting of shareholders duly called and held for such purpose.
MEETINGS OF THE BOARD OF DIRECTORS
3.5 Meetings of the board of directors, regular or special,
may be held either within or without the State of Texas.
3.6 The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event that the shareholders
fail to fix the time and place of such first meeting, it shall be held without
notice immediately following the annual meeting of shareholders, and at the same
place, unless by the unanimous consent of the directors then elected and serving
such time or place shall be changed.
3.7 Regular meetings of the board of directors may be held
upon such notice, or without notice, and at such time and at such place as shall
from time to time be determined by the board.
3.8 Special meetings of the board of directors may be called
by the chairman of the board of directors or the president and shall be called
by the secretary on the written request of any director. Notice of each special
meeting of the board of directors shall be given to each director at least two
(2) days before the date of the meeting.
3.9 Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened. Except as may be otherwise
provided by law or by the articles of
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incorporation or by the by-laws, neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the board of directors need be
specified in the notice or waiver of notice of such meeting.
3.10 At all meetings of the board of directors a majority of
the directors shall constitute a quorum for the transaction of business and the
act of a majority of the directors present at any meeting at which there is a
quorum shall be the act of the board of directors, unless otherwise specifically
provided by law, the articles of incorporation or the by-laws. If a quorum shall
not be present thereat the directors may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present.
3.11 The board of directors, by resolution passed by a
majority of the full board, may from time to time designate a member or members
of the board to constitute committees, including an executive committee, which
shall in each case consist of one or more directors and shall have and may
exercise such powers, as the board may determine and specify in the respective
resolutions appointing them. A majority of all the members of any such committee
may determine its action and fix the time and place of its meetings, unless the
board of directors shall otherwise provide. The board of directors shall have
power at any time to change the number, subject as aforesaid, and members of any
such committee, to fill vacancies and to discharge any such committee.
3.12 Any action required or permitted to be taken at a meeting
of the board of directors or any committee may be taken without a meeting if a
consent in writing, setting forth the action so taken, is signed by all the
members of the board of directors or committee, as the case may be.
3.13 By resolution of the board of directors, the directors
may be paid their expenses, if any, of attendance at each meeting of the board
of directors and may be paid a fixed sum for attendance at each meeting of the
board of directors or a stated salary as director. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.
ARTICLE IV
NOTICES
4.1 Any notice to directors or shareholders shall be in
writing and shall be delivered personally or mailed to the directors or
shareholders at their respective addresses appearing on the books of the
corporation. Notice by mail shall be deemed to be given at the time when the
same shall be deposited in the United States mail, postage prepaid. Notice to
directors may also be given by telegram.
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4.2 Whenever any notice is required to be given under the
provisions of the statutes or of the articles of incorporation or of these
by-laws, a waiver thereof in writing signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE V
OFFICERS
5.1 The officers of the corporation shall be elected by the
board of directors and shall consist of a chief executive officer, a president
and a secretary. The board of directors may also establish the positions of
chairman of the board, vice president, treasurer, assistant vice presidents, and
one or more assistant secretaries and assistant treasurers. Two or more offices
may be held by the same person.
5.2 The board of directors shall elect officers of the
corporation, none of whom need be a member of the board. The board of directors
shall have the power to enter into contracts for the employment and compensation
of officers for such terms as the board deems advisable.
5.3 The board of directors may appoint such other officers and
assistant officers and agents as it shall deem necessary, who shall hold their
offices for such terms and shall have such authority and exercise such powers
and perform such duties as shall be determined from time to time by the board by
resolution not inconsistent with these by-laws.
5.4 The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.
5.5 The officers of the corporation shall hold office until
their successors are elected or appointed and qualify, or until their death or
until their resignation or removal from office. Any officer elected or appointed
by the board of directors may be removed at any time by the board, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer or agent shall not of itself
create contract rights. Any vacancy occurring in any office of the corporation
by death, resignation, removal or otherwise shall be filled by the board of
directors.
THE CHAIRMAN OF THE BOARD
5.6 The chairman of the board, if one be elected, shall
preside at all meetings of the board of directors and shall have such other
powers and duties as may from time to time be prescribed by the board of
directors, upon written directions given to him pursuant to resolutions duly
adopted by the board of directors.
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THE CHIEF EXECUTIVE OFFICER
5.7 The Chief Executive Officer shall have general and
active management of the business of the Corporation, shall preside at all
meetings of shareholders, shall see that all orders and resolutions of the Board
of Directors are carried into effect, and shall have such other authority and
perform such other duties as may be prescribed by the Board of Directors or
these Bylaws.
THE PRESIDENT
5.8 The President, subject to the direction of the Board of
Directors and the Chief Executive Officer, shall have and exercise direct charge
of and general supervision over the business affairs and employees of the
Corporation. He shall also have such other authority and perform such other
duties as may be prescribed from time to time by the Board of Directors, the
Chief Executive Officer or these Bylaws. The President shall, if there is no
Chief Executive Officer, or in the absence or disability of the Chief Executive
Officer, be the chief executive officer of the Corporation, preside at all
meetings of shareholders, and perform the duties and exercise the powers of the
Chief Executive Officer.
THE VICE PRESIDENT
5.9 The vice presidents in the order of their seniority,
unless otherwise determined by the board of directors, shall, in the absence or
disability of the president, perform the duties and have the authority and
exercise the powers of the president. They shall perform such other duties and
have such other authority and powers as the board of directors may from time to
time prescribe or as the president may from time to time delegate.
THE SECRETARY AND ASSISTANT SECRETARIES
5.10 The secretary shall attend all meetings of the board of
directors and all meetings of shareholders and record all of the proceedings of
the meetings of the board of directors and of the shareholders in a minute book
to be kept for that purpose and shall perform like duties for the standing
committees when required. He shall give, or cause to be given, notice of all
meetings of the shareholders and special meetings of the board of directors, and
shall perform such other duties as may be prescribed by the board of directors
or president, under whose supervision he shall be. He shall keep in safe custody
the seal of the corporation and, when authorized by the board of directors,
shall affix the same to any instrument requiring it and, when so affixed, it
shall be attested by his signature or by the signature of an assistant secretary
or of the treasurer.
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5.11 The assistant secretaries in the order of their
seniority, unless otherwise determined by the board of directors, shall, in the
absence or disability of the secretary, perform the duties and exercise the
powers of the secretary. They shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe or as the
president may from time to time delegate.
THE TREASURER AND ASSISTANT TREASURERS
5.12 The treasurer shall have custody of the corporate funds
and securities and shall keep full and accurate accounts and records of
receipts, disbursements and other transactions in books belonging to the
corporation, and shall deposit all moneys and other valuable effects in the name
and to the credit of the corporation in such depositories as may be designated
by the board of directors.
5.13 The treasurer shall disburse the funds of the corporation
as may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render the president and the board of directors, at its
regular meetings, or when the president or board of directors so requires, an
account of all his transactions as treasurer and of the financial condition of
the corporation.
5.14 If required by the board of directors, the treasurer
shall give the corporation a bond of such type, character and amount as the
board of directors may require.
5.15 The assistant treasurers in the order of their seniority,
unless otherwise determined by the board of directors, shall, in the absence or
disability of the treasurer, perform the duties and exercise the powers of the
treasurer. They shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe or the president may from
time to time delegate.
ARTICLE VI
CERTIFICATES REPRESENTING SHARES
6.1 The shares of the corporation shall be represented by
certificates signed by the president and may be sealed with the seal of the
corporation or a facsimile thereof.
6.2 The signature of the president upon a certificate may be a
facsimile if the certificate is countersigned by a transfer agent, or registered
by a registrar, other than the corporation itself or an employee of the
corporation. In case the president who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be president before
such certificate is issued, it may be issued by the corporation at the date of
its issue.
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LOST CERTIFICATES
6.3 The board of directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the board of directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient and may require such indemnities as it deems adequate to protect
the corporation from any claim that may be made against it with respect to any
such certificate alleged to have been lost or destroyed.
6.4 Upon surrender to the corporation or the transfer agent of
the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto and
the old certificate cancelled and the transaction recorded upon the books of the
corporation.
CLOSING OF TRANSFER BOOKS
6.5 For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders, or any adjournment thereof,
or entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the board of
directors may provide that the stock transfer books shall be closed for a stated
period but not to exceed, in any case, fifty days. If the stock transfer books
shall be closed for the purpose of determining shareholders entitled to notice
of or to vote at a meeting of shareholders, such books shall be closed for at
least ten days immediately preceding such meeting. In lieu of closing the stock
transfer books, the board of directors may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than fifty days and, in case of a meeting of shareholders, not less than
ten days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the board of directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall be applied to any adjournment thereof
except where the determination has been made through the closing of the stock
transfer books and the stated period of closing has expired.
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REGISTERED SHAREHOLDERS
6.6 The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Texas.
LIST OF SHAREHOLDERS
6.7 The officer or agent having charge of the transfer books
for shares shall make, at least ten days before each meeting of shareholders, a
complete list of the shareholders entitled to vote at such meeting, arranged in
alphabetical order, with the address of each and the number of shares held by
each, which list, for a period of ten days prior to such meeting, shall be kept
on file at the registered office of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original share ledger or transfer book, or a duplicate thereof,
shall be prima facie evidence as to who are the shareholders entitled to examine
such list or share ledger or transfer book or to vote at any meeting of
shareholders.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
7.1 Subject to the provisions of the articles of incorporation
relating thereto, if any, dividends may be declared by the board of directors,
in its discretion, at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property or in the corporation's own shares, subject to
any provisions of the articles of incorporation.
7.2 Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund for meeting contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
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CHECKS
7.3 All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.
FISCAL YEAR
7.4 The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
SEAL
7.5 The corporate seal shall be in such form as may be
prescribed by the board of directors. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced.
BOOKS AND RECORDS
7.6 The corporation shall keep correct and complete books and
records of account and shall keep minutes of the proceedings of its shareholders
and board of directors, and shall keep at its registered office or principal
place of business, or at the office of its transfer agent or registrar, a record
of its shareholders, giving the names and addresses of all shareholders and the
number and class of the shares held by each.
ARTICLE VIII
AMENDMENTS
8.1 The by-laws may be altered, amended, or repealed or new
by-laws may be adopted by a majority of the whole board of directors at any
regular or special meeting.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS
OFFICERS, EMPLOYEES AND AGENTS
9.1 Right to Indemnification. Subject to the limitations and
conditions as provided in this Article IX, each person who was or is made a
party or is threatened to be made a party to or is involved in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative, arbitrative or investigative (hereinafter a "proceeding"), or
any appeal in such a proceeding or any inquiry or investigation that could lead
to such a proceeding, by reason of the fact that he or she, or a person of whom
he or she is the legal representative, is or was a director or officer of the
corporation or while a director or officer of the corporation is or was serving
at the request of the
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corporation as a director, officer, partner, venturer, proprietor, trustee,
employee, agent, or similar functionary of another foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other enterprise shall be indemnified by the corporation to the
fullest extent permitted by the Texas Business Corporation Act, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the corporation to provide broader
indemnification rights than said law permitted the corporation to provide prior
to such amendment) against judgments, penalties (including excise and similar
taxes and punitive damages), fines, settlements and reasonable expenses
(including, without limitation, attorneys' fees) actually incurred by such
person in connection with such proceeding, and indemnification under this
Article IX shall continue as to a person who has ceased to serve in the capacity
which initially entitled such person to indemnity hereunder. The rights granted
pursuant to this Article IX shall be deemed contract rights, and no amendment,
modification or repeal of this Article IX shall have the effect of limiting or
denying any such rights with respect to actions taken or proceedings arising
prior to any such amendment, modification or repeal. It is expressly
acknowledged that the indemnification provided in this Article IX could involve
indemnification for negligence or under theories of strict liability.
9.2 Advance Payment. The right to indemnification conferred in
this Article IX shall include the right to be paid or reimbursed by the
corporation the reasonable expenses incurred by a person of the type entitled to
be indemnified under Section 9.1 who was, is or is threatened to be made a named
defendant or respondent in a proceeding in advance of the final disposition of
the proceeding and without any determination as to the person's ultimate
entitlement to indemnification; provided, however, that the payment of such
expenses incurred by any such person in advance of the final disposition of a
proceeding, shall be made only upon delivery to the corporation of a written
affirmation by such director or officer of his or her good faith belief that he
or she has met the standard of conduct necessary for indemnification under this
Article IX and a written undertaking, by or on behalf of such person, to repay
all amounts so advanced if it shall ultimately be determined that such
indemnified person is not entitled to be indemnified under this Article IX or
otherwise.
9.3 Indemnification of Employees and Agents. The corporation,
by adoption of a resolution of the board of directors, may indemnify and advance
expenses to an employee or agent of the corporation to the same extent and
subject to the same conditions under which it may indemnify and advance expenses
to directors and officers under this Article IX; and, the corporation may
indemnify and advance expenses to persons who are not or were not directors,
officers, employees or agents of the corporation, a director, officer, partner,
venturer, proprietor, trustee, employee, agent or similar functionary of another
foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise against any
liability asserted against him and incurred by him in such a capacity or arising
out of his status as such a
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person to the same extent that it may indemnify and advance expenses to
directors under this Article IX.
9.4 Appearance as a Witness. Notwithstanding any other
provision of this Article IX, the corporation may pay or reimburse expenses
incurred by a director or officer in connection with his or her appearance as a
witness or other participation in a proceeding at a time when he or she is not a
named defendant or respondent in the proceeding.
9.5 Nonexclusivity of Rights. The right to indemnification and
the advancement and payment of expenses conferred in this Article IX shall not
be exclusive of any other right which a director or officer or other person
indemnified pursuant to Section 9.3 of this Article IX may have or hereafter
acquire under any law (common or statutory), provision of the Articles of
Incorporation of the corporation or these bylaws, agreement, vote of
shareholders or disinterested directors or otherwise.
9.6 Insurance. The corporation may purchase and maintain
insurance, at its expense, to protect itself and any person who is or was
serving as a director, officer, employee or agent of the corporation or is or
was serving at the request of the corporation or is or was serving at the
request of the corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, employee, agent or similar functionary of another
foreign or domestic corporation, partnership, joint venture, proprietorship,
employee benefit plan, trust or other enterprise against any expense, liability
or loss, whether or not the corporation would have the power to indemnify such
person against such expense, liability or loss under this Article IX.
9.7 Shareholder Notification. To the extent required by law,
any indemnification of or advance of expenses to a director or officer in
accordance with this Article IX shall be reported in writing to the shareholders
with or before the notice or waiver of notice of the next shareholders' meeting
or with or before the next submission to shareholders of a consent to action
without a meeting and, in any case, within the 12-month period immediately
following the date of the indemnification or advance.
9.8 Savings Clause. If this Article IX or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the corporation shall nevertheless indemnify and hold harmless each director,
officer or any other person indemnified pursuant to this Article IX as to costs,
charges and expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement with respect to any action, suit or proceeding, whether
civil, criminal, administrative or investigative to the full extent permitted by
any applicable portion of this Article IX that shall not have been invalidated
and to the fullest extent permitted by applicable law.
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