Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Hanover Compressor Company 90 504K
2: EX-2.1 Agreement and Plan of Merger Dated 10/13/95 83 321K
3: EX-3.1 Amended & Restated Certificate of Inc. of Hanover 5 22K
4: EX-3.2 Form of Amended & Restated By-Laws of Hanover 11 41K
5: EX-3.3 Certificate of Amend. of Certificate of Incorp. 2 15K
6: EX-4.1 3rd Amended & Restated Registration Agrmt. 12/5/95 21 74K
14: EX-4.10 Form of Warrant Agreement 19 73K
7: EX-4.3 Stockholders Agreement Dated 1/27/95 21 71K
8: EX-4.4 Amended & Restated Stockholders Agreement 8/7/95 22 91K
9: EX-4.5 Form of Letter Agreement to the Stockholders Agmt. 2 15K
10: EX-4.6 Stockholders Agreement as of 8/7/95 16 70K
11: EX-4.7 Stockholders Agreement as of 12/5/95 18 73K
12: EX-4.8 Pledge Agreement 12/19/95 by Hanover Acquisition 13 47K
13: EX-4.9 2nd Amended & Restated Pledge Agreement 12/19/95 15 55K
15: EX-10.1 2nd Amended & Restated Credit Agreement 12/19/95 114 399K
24: EX-10.10 Hanover Compressor Co. 1996 Employee Stock Options 18 48K
25: EX-10.11 Oem Sales & Purchase Agreement 7 21K
26: EX-10.12 Distribution Agreement 2/23/95 10 46K
27: EX-10.13 Exclusive Distribution Agreement Dated 2/23/95 11 43K
28: EX-10.14 Lease Agreement With Option to Purchase 2/24/95 10 40K
29: EX-10.15 Lease Agreement 12/4/90 W/Hanover & Ricardo Guerra 19 60K
30: EX-10.16 Lease Agreement 3/31/95 W/Hanover & Smith Ind.,Inc 21 73K
31: EX-10.17 Lease Agreement With Option to Purchase 5/8/93 21 65K
32: EX-10.18 Indemnification Agreement Dated 12/5/95 6 28K
33: EX-10.19 Put Agreement Dated 12/5/95 2 15K
16: EX-10.2 Loan Agreement 12/19/95 90 350K
34: EX-10.20 Exchange & Subordinated Loan Agreement 12/23/96 19 49K
17: EX-10.3 Management Fee Letter 11/14/95 6 30K
18: EX-10.4 Hanover Compressor Co. Senior Executive Stock Plan 19 48K
19: EX-10.5 1993 Hanover Compressor Co. Management Stock Plan 18 47K
20: EX-10.6 Hanover Compressor Co. Incentive Option Plan 16 43K
21: EX-10.7 Amend.& Restatement of the Incentive Option Plan 17 42K
22: EX-10.8 Hanover Compressor Co. 1995 Employee Stock Option 18 48K
23: EX-10.9 Hanover Compressor Co. 1995 Management Stock Plan 18 48K
35: EX-11.1 Statement Re Computation of Earnings Per Share 2± 14K
36: EX-23.1 Consent of Price Waterhouse LLP 1 11K
37: EX-23.2 Consent of Arthur Andersen LLP 1 11K
38: EX-27 Financial Data Schedule 1 14K
EX-10.10 — Hanover Compressor Co. 1996 Employee Stock Options
Exhibit Table of Contents
EXHIBIT 10.10
HANOVER COMPRESSOR COMPANY
1996 EMPLOYEE STOCK OPTION PLAN
ARTICLE I
The Plan
1.1 Name. This plan shall be known as the "Hanover Compressor
Company 1996 Employee Stock Option Plan" (the "Plan").
1.2 Purpose. The purpose of the Plan is to promote the growth and
general prosperity of Hanover Compressor Company, a Delaware corporation (the
"Company"), by permitting the Company to grant to certain employees options to
purchase Common Stock of the Company (the "Options"). The Company intends that
Options granted pursuant to the Plan will be nonstatutory options and will not
be classified as "incentive stock options" within the meaning of Section 422 of
the Code.
1.3 Effective Date. The Plan shall become effective upon the
Effective Date.
1.4 Eligibility to Participate. Only employees who purchase
Common Stock in the Offering shall be eligible to participate in the Plan. The
Committee may grant Options to eligible employee in accordance with this Plan
and such determinations as the Committee in its sole discretion shall make.
1.5 Shares Subject to the Plan. The shares available for issuance
upon exercise of Options granted under the Plan shall be shares of Common Stock
(the "Plan Shares").
1.6 Maximum Number of Plan Shares. Subject to adjustment pursuant
to the provisions of Section 4.2, and subject to any
additional restrictions elsewhere in the Plan, the maximum number of Plan
Shares that may be issued and sold hereunder shall be equal to one-third of
the total shares of Common Stock purchased by Optionees in the Offering.
1.7 Options Granted Under Plan. Plan Shares with respect to which
an Option shall have been exercised shall not again be available for grant
hereunder. If Options terminate for any reason without being wholly exercised,
new Options may be granted hereunder covering the number of Plan Shares to
which such Option termination relates.
1.8 Conditions Precedent. The Company shall not issue or deliver
any Option Agreement or any certificate for Plan Shares pursuant to the Plan
prior to fulfillment of all of the following conditions:
(a) The admission of the Plan Shares to listing on all
stock exchanges on which the Common Stock is then listed, if any,
unless the Committee determines in its sole discretion that such
listing is neither necessary nor advisable;
(b) The completion of any registration or other
qualification or exemption of the Plan Shares under any federal or
state law or under the rulings or regulations of the Securities and
Exchange Commission or any other governmental regulatory body that the
Committee shall in its sole discretion deem necessary or advisable;
and
(c) The obtaining of any approval or other clearance from
any federal or state governmental agency that the
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Committee shall in its sole discretion determine to be necessary or
advisable.
1.9 Reservation of Shares of Common Stock. During the term of the
Plan, the Company will at all times reserve and keep available such number of
shares of Common Stock as shall be necessary to satisfy the requirements of the
Plan as to the maximum number of Plan Shares. In addition, the Company will
from time to time, as is necessary to accomplish the purposes of the Plan, seek
or obtain from any regulatory agency having jurisdiction any requisite
authority that is necessary to issue Plan Shares hereunder. The inability of
the Company to obtain from any regulatory agency having jurisdiction the
authority deemed by the Company's counsel to be necessary for the lawful
issuance of any Plan Shares shall relieve the Company of any liability in
respect of the non-issuance of Plan Shares to the extent requisite authority
shall not have been obtained.
1.10 Tax Withholding.
(a) Condition Precedent. The issuance, delivery,
exercise or vesting of any Options under the Plan is subject to the
condition that if at any time the Committee shall determine, in its
discretion, that the satisfaction of withholding tax or other
withholding liabilities under any state or federal law is necessary or
desirable as a condition of, or in connection with, the issuance,
delivery, exercise or vesting of the Options, then the issuance,
delivery, exercise or vesting of the Options shall not be effective
unless the
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withholding shall have been effected or obtained in a manner
acceptable to the Committee.
(b) Manner of Satisfying Withholding Obligation. When an
Optionee is required to pay to the Company an amount required to be
withheld under applicable income tax laws in connection with the
exercise of an Option, subject to Section 1.10(c), such individual may
satisfy the obligation, in whole or in part, by electing to (i) have
the Company withhold a portion of the Plan Shares acquired upon the
exercise of the Option and having a Fair Market Value on the date the
amount of tax to be withheld is to be determined (the "Tax Date")
equal to the amount required to be withheld or (ii) deliver to the
Company shares of Common Stock already owned and having a Fair Market
Value on the Tax Date equal to the amount required to be withheld.
The amount to be withheld shall be the minimum amount that is required
to be withheld under applicable federal and state income tax laws;
provided, however, in the event a request is made by the Optionee, the
amount to be withheld shall be the approximate amount of federal and
state income taxes that will be incurred by such Optionee with respect
to such issuance, delivery, exercise or vesting of Options under the
Plan.
(c) Special Rules for Use of Stock. An election to have
Plan Shares or other shares of Common Stock withheld or delivered out
of already-owned Common Stock for this purpose
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(i) must be made prior to the Tax Date, and (ii) must be irrevocable.
ARTICLE II
Administration
3 Committee. The Plan shall be administered by the Committee. Subject
to the express provisions of the Plan, the Committee shall have sole discretion
and authority to determine to whom and the time or times at which Options may
be granted and the number of Plan Shares to be subject to each Option. Subject
to the express provisions of the Plan, the Committee shall also have complete
authority to interpret the Plan, to prescribe, amend, and rescind rules and
regulations relating to it, to determine the details and provisions of each
Option Agreement, including but not limited to provisions related to vesting
and exercisability, and to make all other determinations necessary or advisable
in the administration of the Plan.
3.1 Appointment of Committee. The Committee shall be appointed by
the Board and shall consist of one or more members of the Board, provided that
in lieu of such appointment, the Board may act as the Committee.
3.2 Majority Rule; Unanimous Written Consent. A majority of the
members of the Committee shall constitute a quorum, and any action taken by a
majority present at a meeting at which a quorum is present or any action taken
without a meeting evidenced by a writing executed by all members of the
Committee shall constitute
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the action of the Committee. Meetings of the Committee may take place by
telephone conference call.
3.3 Company Assistance. The Company shall supply full and timely
information to the Committee on all matters relating to Optionees, their
employment, death, retirement, disability, or other termination of employment,
and such other pertinent facts as the Committee may require. The Company shall
furnish the Committee with such clerical and other assistance as is necessary
in the performance of its duties.
ARTICLE III
Stock Options
4 Option Terms and Conditions. The terms and conditions of Options
granted under this Article may differ from one another as the Committee shall,
in its discretion, determine as long as all Options granted under this Article
satisfy the requirements of this Article.
4.1 Duration of Options. Each Option granted pursuant to this
Article and all rights thereunder shall expire on the date determined by the
Committee, but in no event shall any Option granted under this Article expire
later than 10 years after the date on which the Option is granted. In
addition, each Option shall be subject to early termination as provided
elsewhere in the Plan or the Option Agreement.
4.2 Purchase Price and Number of Plan Shares. The purchase price
for Plan Shares acquired pursuant to the exercise, in whole
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or in part, of any Option shall be $1,800 per share, subject to adjustment
pursuant to Section 4.2. The number of Plan Shares which an Optionee shall be
granted an Option to purchase hereunder shall be limited to one-third of a Plan
Share for each share of Common Stock purchased by the Optionee in the Offering.
4.3 Vesting. An Option may not be exercised until it has become
vested. Unless the Option Agreement provides for a different vesting schedule,
an Optionee will vest in his Options depending upon the period that has elapsed
since the Effective Date according to the following schedule:
[Download Table]
Number of Years
Since Effective Date Vested Percentage
-------------------- -----------------
Fewer than one 0%
One but fewer than two 20%
Two but fewer than three 40%
Three but fewer than four 60%
Four but fewer than five 80%
Five or more 100%
If an Optionee terminates employment with the Company prior to
becoming fully vested, he will forfeit the non-vested portion of his Option.
Notwithstanding the foregoing vesting schedule or any schedule contained in the
Optionee's Option Agreement, if (a) the Optionee's employment is terminated
because of death or Permanent Disability, or (b) upon occurrence of a Capital
Event, then the Optionee shall be 100% fully vested in his Option.
4.4 Restriction on Exercise. An Option may not be exercised
during any period in which an Optionee is in default under the terms of any
loan or other obligation that such Optionee may have with the Company. Upon
cure of such default, the restrictions of
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this Section 3.5 will lapse and the Option shall be exercisable to the extent
vested and otherwise exercisable under the terms of the Plan and the Option
Agreement.
4.5 Individual Option Agreements. Each Optionee receiving Options
pursuant to this Article shall be required to enter into a written Option
Agreement with the Company as a precondition to receiving an Option under this
Article. In such Option Agreement, the Optionee shall agree to be bound by the
terms and conditions of the Plan, the awards made pursuant hereto, and such
other matters as the Committee deems appropriate. Each Option Agreement shall
specify the number of Options granted to an Optionee and any restrictions on
exercise as the Committee deems appropriate.
4.6 Exercise of Options.
(a) Method of Exercise. Each Option shall be exercisable
in accordance with the terms of the Option Agreement pursuant to which
the Option was granted.
(b) Payment of Purchase Price. The purchase price of any
Plan Shares purchased upon the exercise of an Option shall be paid at
the time of exercise of the Option either (i) in cash, (ii) by
certified or cashier's check, (iii) if permitted by the Committee, by
shares of Common Stock, (iv) if permitted by the Committee, by cash or
certified or cashier's check for the par value of the Plan Shares plus
a promissory note for the balance of the purchase price, which note
shall provide for full personal liability of the maker and shall
contain such other terms and provisions as the Committee may
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determine, including without limitation the right to repay the note
partially or wholly with Common Stock, or (v) by delivery of a copy of
irrevocable instructions from the Optionee to a broker or dealer,
reasonably acceptable to the Company, to sell certain of the Plan
Shares purchased upon exercise of the Option or to pledge them as
collateral for a loan and promptly deliver to the Company the amount
of sale or loan proceeds necessary to pay such purchase price. If any
portion of the purchase price or a note given at the time of exercise
is paid in shares of Common Stock, those shares shall be valued at the
then Fair Market Value.
4.7 Non-Competition and Confidential Information. Each Optionee
receiving Options pursuant to this Article shall be subject to the restriction
that, during the term of the Option Agreement and for a period of one year
thereafter, he or she (i) will not compete with any business of the Company or
its subsidiaries or affiliates and (ii) will not disclose to persons outside
the Company confidential information concerning the Company or its subsidiaries
or affiliates without the Company's express written consent.
4.8 Written Notice Required. Any Option shall be deemed to be
exercised for purposes of the Plan when written notice of exercise has been
received by the Company at its principal office from the person entitled to
exercise the Option and payment for the Plan Shares with respect to which the
Option is exercised has been received by the Company in accordance with Section
3.7.
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4.9 Compliance with Securities Laws. Plan Shares shall not be
issued with respect to any Option unless the exercise of the Option and the
issuance and delivery of the Plan Shares shall comply with all applicable
provisions of state and federal law (including without limitation (a) the
Securities Act, the Exchange Act, Rule 16b-3, and the rules and regulations
promulgated thereunder, and (b) the requirements of any stock exchange upon
which the Plan Shares may then be listed) and shall be further subject to the
approval of counsel for the Company with respect to such compliance. The
Committee may also require an Optionee to furnish evidence satisfactory to the
Company, including a written and signed representation letter and consent to be
bound by any transfer restrictions imposed by law, legend, condition, or
otherwise, that the Plan Shares are being acquired only for investment and
without any present intention to sell or distribute the shares in violation of
any state or federal law, rule, or regulation. Further, each Optionee shall
consent to the imposition of a legend on the certificate representing the Plan
Shares issued upon the exercise of the Option restricting their transferability
as required by law or by this Section.
4.10 Employment of Optionee. Nothing in the Plan or in any
Option granted hereunder shall confer upon any Optionee any right to continued
employment by the Company or any of its subsidiaries or affiliates or limit in
any way the right of the Company or any subsidiary or affiliate at any time to
terminate or alter the terms of such employment.
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4.11 Option Rights Upon Termination of Employment. If an
Optionee ceases to be employed by the Company or any subsidiary or affiliate
for any reason other than for death, Permanent Disability or for Cause, his
Option shall be exercisable (to the extent vested and exercisable on the date
of termination of employment) at any time within 30 days after the date of
termination of employment unless by its terms the Option expires sooner or the
Committee agrees, in its sole discretion, to extend the term of such Option.
4.12 Termination of Employment for Cause. If an Optionee that is
an employee ceases to be employed by the Company or any subsidiary or affiliate
of the Company because the Optionee's employment is terminated for Cause, the
Option shall automatically expire, and notwithstanding the provisions of
Section 3.4, the Optionee shall forfeit any previously vested Option.
4.13 Option Rights Upon Permanent Disability of Optionee. Except
as provided in Section 3.5 and unless either the Option or the Option Agreement
pursuant to which it was issued otherwise provides, an Option shall become
fully exercisable on the date of the Optionee's termination of employment as a
result of his or her Permanent Disability and shall expire 30 days thereafter
unless by its terms it expires sooner.
4.14 Option Rights Upon Death of Optionee. Except as provided in
Section 3.5 and unless either the Option or the Option Agreement pursuant to
which it was issued otherwise provides, an Option shall become fully
exercisable on the date of the Optionee's death and shall expire 30 days
thereafter unless by its terms it
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expires sooner. Following the death of an Optionee, an Option may be fully
exercised, to the extent that it remains unexercised on the date of death, by
the Optionee's personal representative or by the distributee to whom the
Optionee's rights under such Option shall pass by will or by the laws of
descent and distribution.
4.15 Options Not Transferable and Subject to Certain
Restrictions. Options may not be sold, pledged, assigned, or transferred in
any manner other than by will or the laws of descent and distribution and may
be exercised during the lifetime of an Optionee only by that Optionee or by his
legally authorized representative. Plan Shares issued or issuable upon
exercise of any Option shall be subject to redemption pursuant to the terms of
the Stockholders' Agreement and any other similar agreement to which an
Optionee is subject regarding purchase or redemptive rights.
ARTICLE IV
Termination, Amendment, and Adjustment
4.1 Termination and Amendment. The Plan shall terminate 10 years
after the Effective Date, and no Options shall be granted under the Plan after
such date. The Committee may at any time amend or revise the terms of the
Plan, including the form and substance of the Option Agreements to be used in
connection herewith. No amendment, suspension, or termination of the Plan
shall, without the consent of the individual who has received an Option
hereunder, alter or impair any of that such individual's
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rights or obligations under any Option granted under the Plan prior to such
amendment, suspension, or termination.
4.2 Adjustments. If the outstanding Common Stock is increased,
decreased, changed into, or exchanged for a different number or kind of shares
or securities through merger, consolidation, combination, exchange of shares,
other reorganization, recapitalization, reclassification, stock dividend, stock
split, or reverse stock split, an appropriate and proportionate adjustment
shall be made in the maximum number and kind of Plan Shares as to which Options
may be granted under the Plan; provided, however that no adjustment shall be
made upon any conversion of preferred stock to Common Stock. A corresponding
adjustment changing the number or kind of shares allocated to unexercised
Options or portions thereof, which shall have been granted prior to any such
change, shall likewise be made. Any such adjustment in outstanding Options
shall be made without change in the aggregate purchase price applicable to the
unexercised portion of the Option, but with a corresponding adjustment in the
price for each share covered by the Option. The foregoing adjustments and the
manner of application of the forgoing provisions shall be determined solely by
the Committee, and any such adjustment may provide for the elimination of
fractional share interests.
ARTICLE V
Miscellaneous
5.1 Other Compensation Plans. The adoption of the Plan shall not
affect any other stock option or incentive or other
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compensation plans in effect for the Company, nor shall the Plan preclude the
Company from establishing any other forms of incentive or other compensation
plans.
5.2 Plans Binding on Successors. The Plan shall be binding upon
the successors and assigns of the Company.
5.3 Plan Shares Not Outstanding. Prior to issuance upon exercise
of an Option, Plan Shares are not deemed to be outstanding for any purpose
unless and then only to the extent otherwise specifically provided, and
Participants shall have no voting, preemptive or other shareholder rights with
respect to such Plan Shares.
5.4 Number and Gender. Whenever used herein, nouns in the
singular shall include the plural where appropriate, and the masculine pronoun
shall include the feminine gender.
5.5 Headings. Headings of articles and sections hereof are
inserted for convenience of reference and constitute no part of the Plan.
5.6 Governing Law. The construction and operation of the Plan are
governed by the laws of the State of Delaware.
ARTICLE VI
Definitions
As used herein with initial capital letters, the following terms have
the meanings hereinafter set forth unless the context clearly indicates to the
contrary:
6.1 "Board" means the Board of Directors of the Company.
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6.2 "Capital Event" means the first to occur of:
(a) the date that GKH sells or otherwise transfer more
than 50% of its Common Stock interest in the Company;
(b) the date all or substantially all the assets or
property of the Company are sold or otherwise transferred to an
unrelated third-party;
(c) the effective date of a merger or consolidation,
under which the Company is not the surviving entity or the surviving
entity is not controlled by GKH;
(d) the dissolution or liquidation of the Company; or
(e) the effective date (as declared by the Securities and
Exchange Commission) the Common Stock is registered in a public
offering and listed on a nationally recognized stock exchange or
national inter-dealer quotation system.
The Company shall notify each Optionee at least 10 days prior to a contemplated
Capital Event.
6.3 "Cause" means a termination of an Optionee's employment by the
Company due to (i) the commission by such Optionee of an act of fraud,
embezzlement or willful breach of a fiduciary duty to the Company (including
the unauthorized disclosure of confidential or proprietary material information
of the Company), (ii) a conviction of such Optionee (or a plea of nolo
contendere in lieu thereof) for a felony or a crime involving fraud, dishonesty
or moral turpitude, (iii) willful misconduct as an employee of the Company,
(iv) the willful failure of such Optionee to render services to the Company in
accordance with his employment, which failure amounts to a
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material neglect of his duties to the Company or (v) substantial dependence, as
determined by the Board, on alcohol or any drug, immediate precursor or other
substance listed in Schedule I-V of the Federal Comprehensive Drug Abuse
Prevention and Control Act of 1970, as amended.
6.4 "Code" means the Internal Revenue Code of 1986, as amended.
6.5 "Committee" means the Committee appointed in accordance with
Section 2.2.
6.6 "Common Stock" means the Common Stock, $0.001 par value per
share of the Company.
6.7 "Company" means Hanover Compressor Company, a Delaware
corporation.
6.8 "Effective Date" means April 25, 1996.
6.9 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
6.10 "Fair Market Value" means such value as determined by the
Committee on the basis of such factors as it deems appropriate; provided,
however, that if the Common Stock is traded on a national securities exchange
or transactions in the Common Stock are quoted on the NASDAQ National Market
System, such value as shall be determined by the Committee on the basis of the
average reported sales price for the Common Stock for the ten days preceding
the date for which such determination is relevant, as reported on the national
securities exchange or the NASDAQ National Market System, as the case may be.
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6.11 "GKH" shall mean the collective reference to (i) GKH
Investments, L.P., a Delaware limited partnership ("Investments"), (ii) GKH
Partners, L.P., a Delaware limited partnership ("Partners") and (iii) the
respective affiliates of Investments and Partners.
6.12 "Offering" means the offering of Common Stock made to
certain employees of the Company pursuant to that certain Confidential Offering
Memorandum dated March 21, 1996.
6.13 "Option" means an option granted pursuant to Article III.
6.14 "Optionee" means an employee of the Company to whom an
Option has been granted hereunder.
6.15 "Option Agreement" means an agreement between the Company
and an Optionee with respect to one or more Options.
6.16 "Permanent Disability" means the inability of the Optionee
to perform substantially all his duties and responsibilities to the Company for
either (i) a continuous period of six months or (ii) 180 days during any
consecutive twelve month period by reason of a physical or mental disability or
infirmity which is expected to be permanent and continuous for life as
determined by a physician selected by the Board. The date of such Permanent
Disability shall be (a) in the case of clause (i) above, the last day of such
six month period or, if later, the day on which the Optionee submits
satisfactory medical evidence of such Permanent Disability or (b) in the case
of clause (ii) above, such date as is determined in good faith by the Board.
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6.17 "Plan Shares" means shares of Common Stock issuable pursuant
to the Plan (including, but not limited to, shares of Common Stock issued or
issuable upon exercise of Options granted pursuant to the Plan).
6.18 "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange
Act or any successor rule.
6.19 "Securities Act" means the Securities Act of 1933, as
amended.
6.20 "Stockholders' Agreement" means the Amended and Restated
Stockholders' Agreement dated as of August 7, 1995, and any stockholders'
agreement entered into by an Optionee as a condition to purchasing shares of
Common Stock in an Offering and, thus, allowing such Optionee to become
eligible for Options under this Plan.
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Dates Referenced Herein
| Referenced-On Page |
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This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
Filed on: | | 4/11/97 | | | | | | | None on these Dates |
| | 4/25/96 | | 16 |
| | 3/21/96 | | 17 |
| | 8/7/95 | | 18 |
| List all Filings |
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