Securities Registration: Employee Benefit Plan (s-8)
July 06 2020 - 5:17PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on July 6, 2020
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Match
Group, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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59-2712887
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(State or other
jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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8750
North Central Expressway, Suite 1400
Dallas,
Texas 75231
(214)
576-9352
(Address,
including Zip Code, and Telephone Number, including Area Code of Registrant’s Principal Executive Office)
2015
STOCK AND ANNUAL INCENTIVE PLAN
(Full
title of the plan)
Jared
F. Sine, Esq.
Match
Group, Inc.
8750
North Central Expressway, Suite 1400
Dallas,
Texas 75231
(Name
and Address of Agent For Service)
(212)
576-9352
(Telephone
number, including Area Code, of Agent For Service)
Copies
to:
Lawrence
K. Cagney, Esq.
Debevoise
& Plimpton LLP
919
Third Avenue
New
York, New York 10022
(212)
909-6000
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨ (Do
not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities
Act. ¨
CALCULATION
OF REGISTRATION FEE
Name
of Plan
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Title
of each class of
securities
to be registered (1)
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Amount
to
be
registered
(2)
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Proposed
maximum
offering
price
per
share (3)
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Proposed
maximum
aggregate
offering
price (3)
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Amount
of
registration fee (4)
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2015
Stock and Annual Incentive Plan
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Common
Stock,
par
value $0.001
per
share
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9,930,570
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$102.29
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$1,015,798,005.00
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$86,210.43
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(1)
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This Form S-8 covers up to 9,930,570 shares
of Match Group, Inc. common stock, par value $0.001 per share (“Common Stock”), issuable in connection with the
settlement of equity awards pursuant to the Match Group, Inc. 2015 Stock and Annual Incentive Plan, as amended by the First
Amendment to the Match Group, Inc. 2015 Stock and Annual Incentive Plan and the Second Amendment to the Match Group, Inc.
2015 Stock and Annual Incentive Plan, assumed by the Registrant pursuant to the Transaction Agreement (as defined below) on
June 30, 2020.
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(2)
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Pursuant to Rule 416(a) under the Securities
Act of 1933, as amended (the “Securities Act”), this Form S-8 also covers additional securities that may be offered
as a result of stock splits, stock dividends, recapitalizations or similar transactions.
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(3)
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Estimated solely for the purpose of calculating
the amount of the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act. The registration
fee in the amount of $131,850.58 is equal to the product of: (x) 9,930,570 shares of Common Stock and (y) $102.29, the average
of the high and low sales prices for Common Stock, as reported on The Nasdaq Stock Market LLC (Nasdaq Global Select Market)
on July 2, 2020, which were $108.45 and $96.12, respectively.
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(4)
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Pursuant to Rule 457(p) under the Securities
Act, the filing fee currently due has been offset by $45,640.15 in fees associated with 37,215,400 of unsold securities from
the Form S-8 Registration Statement (File No: 333-208202) filed by Match Group, Inc. on November 25, 2015. The offering with
respect to these unsold securities has been terminated.
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INTRODUCTION
This
Registration Statement on Form S-8 (the “Registration Statement”) of Match Group, Inc., a Delaware corporation (the
“Registrant”), relates to up to 9,930,570 shares of common stock, par value $0.001 per share (“Common Stock”)
of the Registrant, issuable in connection with the settlement of equity awards to be granted pursuant to the terms of the Match
Group, Inc. 2015 Stock and Annual Incentive Plan, as amended by the First Amendment to the Match Group, Inc. 2015 Stock and Annual
Incentive Plan and the Second Amendment to the Match Group, Inc. 2015 Stock and Annual Incentive Plan (as amended, the “2015
Match Group Plan”).
On
June 30, 2020, pursuant to the Transaction Agreement (the “Transaction Agreement”), dated as of December 19, 2019,
as amended on April 28, 2020 and as further amended as of June 22, 2020, among the Registrant (formerly known as IAC/InterActiveCorp,
a Delaware corporation (“Old IAC”) and now known as Match Group, Inc. (“New Match”)), IAC Holdings, Inc.,
a Delaware corporation (now known as IAC/InterActiveCorp (“New IAC”)), Valentine Merger Sub LLC, a Delaware limited
liability company, and now known as Match Group Holdings II, LLC, and Match Group, Inc., a Delaware corporation (“Old Match”),
the businesses of Old Match were separated from the remaining businesses of Old IAC through a series of transactions, whereby,
among other things, (i) New Match retained the businesses of Old Match and certain Old IAC financing subsidiaries and (ii) the
pre-transaction stockholders of the Registrant and Old Match (other than Old IAC) own the outstanding shares of common stock of
New Match and the pre-transaction stockholders of the Registrant own the outstanding shares of common stock of New IAC (the “Separation”).
Pursuant to the Transaction Agreement, upon completion of the Separation, the 2015 Match Group Plan was assumed by the Registrant.
From and following such date, the Registrant became the sponsor of the 2015 Match Group Plan and issuer with respect to the shares
of Common Stock to be issued under the 2015 Match Group Plan. All awards outstanding immediately prior to the Separation have
been assumed by the Registrant and converted into awards in respect of shares of Common Stock in accordance with the Transaction
Agreement. The shares of Common Stock underlying outstanding awards that were assumed by the Registrant in connection with the
consummation of the Separation have been registered under the Securities Act on a Post-Effective Amendment No. 2 on Form S-8 to
Form S-4 (File No. 333-236420).
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information specified in this Part I will be sent or given to employees as specified by Rule 428(b)(1)
(§230.428(b)(1)) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents need not
be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 (§230.424). These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act. See Rule 428(a)(1) (§230.428(a)(1)).
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents previously filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), are hereby incorporated by reference into this Registration Statement:
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(4)
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The
Registrant’s Current Reports on Form 8-K (other than information therein that is
furnished and not deemed filed with the Commission) filed on February
11, 2020, February
27, 2020, April
28, 2020, May
21, 2020, June
10, 2020, June
12, 2020, June
22, 2020, June
29, 2020, June
30, 2020, July
1, 2020 and July
2, 2020; and
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All
documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicate that
all securities offered hereby have been sold or that deregister all securities then remaining unsold, shall be deemed to be incorporated
by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
Section
102(b)(7) of the Delaware General Corporation Law (the “DGCL”) permits a corporation to provide in its certificate
of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for liability: (i) for any breach of the director’s
duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (regarding, among other things, the payment of unlawful
dividends or unlawful stock purchases or redemptions), or (iv) for any transaction from which the director derived an improper
personal benefit. The Registrant’s Amended and Restated Certificate of Incorporation, as amended, provides for such limitation
of liability.
Section
145(a) of the DGCL empowers a corporation to indemnify any director, officer, employee or agent, or former director, officer,
employee or agent, who was or is a party to (or is threatened to be made a party to) any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation),
by reason of such person’s service as a director, officer, employee or agent of the corporation, or such person’s
service, at the corporation’s request, as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided that such director
or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation;
and, with respect to any criminal action or proceeding, provided that such director or officer had no reasonable cause to believe
his or her conduct was unlawful.
Section
145(b) of the DGCL empowers a corporation to indemnify any person who was or is a party to (or is threatened to be made a party
to) any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with
the defense or settlement of such action or suit; provided, that such director or officer acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification
may be made in respect of any claim, issue or matter as to which such director or officer shall have been adjudged to be liable
to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances
of the case, such director or officer is fairly and reasonably entitled to indemnity for such expenses that the court shall deem
proper. Notwithstanding the preceding sentence, except as otherwise provided in the Registrant’s Amended and Restated By-laws,
the Registrant shall be required to indemnify any such person in connection with a proceeding (or part thereof) commenced by such
person only if the commencement of such proceeding (or part thereof) by any such person was authorized by the board of directors.
In
addition, the Registrant’s Amended and Restated Certificate of Incorporation, provides that the Registrant must indemnify
its directors and officers to the fullest extent authorized by law. Under the Registrant’s Amended and Restated By-laws,
the Registrant is also expressly required to advance certain expenses to its directors and officers and the Registrant is permitted
to, and currently does, carry directors’ and officers’ insurance providing indemnification for its directors and officers
for some liabilities. The Registrant believes that these indemnification provisions and the directors’ and officers’
insurance are useful to attract and retain qualified directors and executive officers.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
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(1)
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Previously
filed as Exhibit 3.4 to the Registrant’s Registration Statement on Form 8-A/A,
filed with the Commission on July 1, 2020, and incorporated by reference herein.
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(2)
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Previously
filed as Exhibit 3.5 to the Registrant’s Registration Statement on Form 8-A/A,
filed with the Commission on July 1, 2020, and incorporated by reference herein.
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(3)
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Previously
filed as Exhibit 3.6 to the Registrant’s Registration Statement on Form 8-A/A,
filed with the Commission on July 1, 2020, and incorporated by reference herein.
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(4)
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Previously
filed as Exhibit 3.7 to the Registrant’s Registration Statement on Form 8-A/A,
filed with the Commission on July 1, 2020, and incorporated by reference herein.
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(5)
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Previously
filed as Exhibit 3.3 to the Registrant’s Registration Statement on Form 8-A/A,
filed with the Commission on July 1, 2020, and incorporated by reference herein.
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(6)
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Previously
filed as Exhibit 10.5 to Old Match’s Current Report on Form 8-K, filed with the
Commission on November 24, 2015, and incorporated by reference herein.
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(7)
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Previously
filed as Exhibit 10.1 to Old Match’s Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2017, filed with the Commission on August 4, 2017, and incorporated
by reference herein.
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(8)
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Previously
filed as Exhibit 10.10 to the Registrant’s Current Report on Form 8-K, filed with
the Commission on July 2, 2020, and incorporated by reference herein.
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Item
9. Undertakings.
(a)
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement;
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that
is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion
of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on this 6th day of July, 2020.
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Match Group, Inc.
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By:
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/s/
Jared F. Sine
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Name:
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Jared F. Sine
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Title:
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Chief Legal Officer and Secretary
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POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Gary Swidler, Jared Sine and Francisco Villamar, and each of them,
with full power to act without the other, as such person’s true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign
this registration statement, and any and all amendments thereto (including any and all post-effective amendments), as well as
any related registration statements (and any and all amendments thereto (including any and all post-effective amendments)) filed
under the Securities Act, and to file the same, with exhibits, schedules and any other documents thereto, and all other documents
and/or instruments necessary or advisable in connection therewith, with the U.S. Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing
necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities
indicated as of July 6, 2020:
Signature
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Title
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/s/
Sharmistha Dubey
Sharmistha
Dubey
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Chief
Executive Officer and Director
(Principal Executive Officer)
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/s/
Gary Swidler
Gary
Swidler
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Chief
Operating Officer and Chief Financial Officer
(Principal
Financial Officer)
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/s/
Philip D. Eigenmann
Philip
D. Eigenmann
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Chief
Accounting Officer
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/s/
Melissa Brenner
Melissa
Brenner
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Director
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/s/
Joseph Levin
Joseph
Levin
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Director
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/s/
Ann L. McDaniel
Ann
L. McDaniel
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Director
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/s/
Thomas J. McInerney
Thomas
J. McInerney
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Director
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/s/
Wendi Murdoch
Wendi
Murdoch
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Director
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/s/
Glenn H. Schiffman
Glenn
H. Schiffman
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Director
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/s/
Pamela S. Seymon
Pamela
S. Seymon
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Director
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/s/
Alan G. Spoon
Alan
G. Spoon
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Director
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/s/
Ryan Reynolds
Ryan
Reynolds
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Director
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Director
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Stephen
Bailey
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