|
|
CUSIP No. 64104X 10 8
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CVCIGP II Jersey Investment L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
3,657,667
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
3,657,667
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,657,667
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
|
CUSIP No. 64104X 10 8
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Citigroup Venture Capital International Investment G.P. Limited
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey Island
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
3,657,667
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
3,657,667
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,657,667
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
|
CUSIP No. 64104X 10 8
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Citigroup Venture Capital International Delaware Corporation
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
3,657,667
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
3,657,667
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,657,667
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
|
CUSIP No. 64104X 10 8
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Citicorp International Finance Corporation
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
3,657,667
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
3,657,667
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,657,667
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
|
CUSIP No. 64104X 10 8
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Citicorp Banking Corporation
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
3,657,667
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
3,657,667
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,657,667
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
|
CUSIP No. 64104X 10 8
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Citigroup Inc.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
x
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
3,657,784*
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
3,657,784*
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,657,784*
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
|
|
14
|
TYPE OF REPORTING PERSON
HC
|
|
|
|
|
|
* Includes 117 shares of common stock directly beneficially owned by a subsidiary of Citigroup Inc.
|
Item 1.
|
Security and Issuer
|
This Schedule 13D (this “Statement”) relates to the shares (the “Shares”) of common stock, $0.01 par value (“Common Stock”), of Ness Technologies, Inc., a Delaware corporation (“Ness”). The principal executive office of Ness is located at Atidium High-Tech Industrial Park Building, Tel Aviv 61580, Israel.
|
|
Item 2.
|
Identity and Background
|
This Statement is being filed by CVCIGP II Jersey Investment L.P. (“CVCIGP II Jersey”), Citigroup Venture Capital International Investment G.P. Limited (“CVCI GP”), Citigroup Venture Capital International Delaware Corporation (“CVCID”), Citicorp International Finance Corporation (“CIFC”), Citicorp Banking Corporation (“CBC”) and Citigroup Inc. (“Citigroup” and together with CVCIGP II Jersey, CVCI GP, CVCID, CIFC and CBC, collectively, the “Reporting Persons”).
CVCIGP II Jersey, a Delaware limited partnership, is principally engaged in the business of investing in equity interests of Ness. The principal address of CVCIGP II Jersey is c/o CVCI Investment GP Limited, 26 New Street, St. Helier, Jersey, Channel Islands, JE4 8PP.
CVCI GP, a Jersey Islands company, is the sole general partner of CVCIGP II Jersey. CVCI GP is principally engaged in the business of investing in equity, debt, derivatives and other securities and assets. The principal address of CVCI GP is 26 New Street, St. Helier, Jersey, Channel Islands, JE4 8PP.
CVCID, a Delaware corporation, owns all of the outstanding equity interests of CVCI GP. CVCID is principally engaged in the business of investing in equity, debt, derivatives and other securities and assets. The principal address of CVCID is One Penn’s Way, New Castle, Delaware 19720.
CIFC, a Delaware corporation, owns all of the outstanding equity interests of CVCID. CIFC is a company principally engaged in merchant banking investment activities. The principal address of CIFC is One Penn’s Way, New Castle, Delaware 19720.
CBC, a Delaware corporation, owns all of the outstanding equity interests of CIFC. CBC is a holding company principally engaged, through its subsidiaries, in the general financial services business. The principal address of CBC is One Penn’s Way, New Castle, Delaware 19720.
Citigroup, a Delaware corporation, owns all of the outstanding equity interests of CBC. Citigroup is a diversified holding company providing, through its subsidiaries, a broad range of financial services to consumer and corporate customers worldwide. The principal business address of Citigroup is 399 Park Avenue, New York, New York 10043.
Schedule A, attached hereto, sets forth the names of the directors and executive officers of Citigroup and their respective occupations and citizenship.
Other than as described in Schedule B, during the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, none of the persons listed on Schedule A, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations of such laws.
The information set forth in Schedule A and Schedule B is incorporated herein by reference.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
The total amount of funds required by CVCIGP II Jersey to acquire the Shares pursuant to the Purchase Agreements (as defined and described in the response to Item 4) was $36,210,903.30 (the “Purchase Price”). CVCIGP II Jersey obtained the Purchase Price through a capital contribution from its limited partners.
|
Item 4.
|
Purpose of Transaction.
|
On March 18, 2008, CVCIGP II Jersey entered into a securities purchase agreement with Warburg, Pincus Equity Partners, L.P., Warburg, Pincus Ventures International, L.P., Warburg, Pincus Ventures, L.P., Warburg, Pincus Netherlands Equity Partners I, C.V. and Warburg, Pincus Netherlands Equity Partners III, C.V. (collectively, “Warburg Pincus”) and, for purposes of Section 4.02 thereof only, Dr. Henry Kressel, pursuant to which CVCIGP II Jersey acquired 3,232,667 Shares at a price of $9.90 per Share (the “Warburg Purchase Agreement”). The Warburg Purchase Agreement was amended on March 28, 2008. Also on March 18, 2008, CVCIGP II Jersey entered into a securities purchase agreement with the Morris Wolfson Family Limited Partnership, Aaron Wolfson and Abraham Wolfson (collectively, “Wolfson”) pursuant to which CVCIGP II Jersey acquired 425,000 Shares at a price of $9.90 per Share (the “Wolfson Purchase Agreement”
and, together with the Warburg Purchase Agreement, as amended, the “Purchase Agreements”).
Pursuant to the Purchase Agreements, Warburg Pincus and Wolfson also agreed to assign to CVCIGP II Jersey registration rights covering substantially all of the Shares acquired by CVCIGP II Jersey that had been granted under the Second Amended and Restated Registration Rights Agreement, dated as of June 20, 2003, among Ness and the other signatories thereto, as amended by the First Amendment to the Second Amended and Restated Registration Rights Agreement, dated as of September 2, 2004 (as amended, the “Registration Rights Agreement”).
Pursuant to the Registration Rights Agreement, CVCIGP II Jersey has the right to demand that Ness file a registration statement covering the offer and sale of all or a portion of the Shares for which registration rights have been assigned so long as the Shares to be offered for sale have an anticipated public offering price of at least $15.0 million. If Ness is eligible to file a registration statement on Form S-3, CVCIGP II Jersey has the right to demand that Ness file a registration statement on Form S-3 or similar short-form registration statement, once in any six-month period, so long as the value of the securities to be registered is at least $5.0 million. Ness has the ability to delay the filing of a registration statement under specified conditions, such as
for a period of time following the effective date of a prior registration statement or during the period in which such disclosure would be seriously detrimental to Ness.
If Ness registers the sale of any of its securities under the Securities Act of 1933, as amended, either for its own account or for the account of other stockholders exercising their registration rights, CVCIGP II Jersey will have the right to include the Shares acquired from Warburg and Wolfson in any subsequent registration statement filed by Ness. The underwriters of any underwritten offering will have the right to limit the number of shares of common stock having registration rights to be included in the registration statement.
Copies of the Purchase Agreements and the Registration Rights Agreement are filed herewith as exhibits and incorporated herein by reference, and any description herein of the agreements is qualified in its entirety by reference to the agreements.
The Reporting Persons acquired and hold the Shares for investment purposes.
The Reporting Persons review their investment in Ness on a continuous basis in light of numerous factors, including Ness’s and the Reporting Persons’ respective financial conditions and operating results and general market and industry conditions, and from time to time engage and consult with advisors to assist with this effort. In addition, the Reporting Persons engage in confidential discussions with officers and directors of Ness from time to time to explore strategic alternatives relating to the Shares and Ness. The alternatives covered in such review and/or discussions range from the divestiture of Shares to the acquisition of additional Shares from third parties or directly from Ness to the acquisition of all of or a controlling interest in the equity of Ness. Based on such reviews and discussions, the Reporting Persons may, without notice, pursue different strategic
alternatives relating to the Shares and Ness.
The Reporting Persons are currently contemplating the purchase of additional Shares in the open market. Such purchases would be made subject to regulatory restrictions and numerous other factors, including Ness’s and the Reporting Persons’ respective financial conditions and operating results and general market and industry conditions.
Except as set forth above, none of the Reporting Persons has any present plans or proposals which relate to or that would result in any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D.
|
Item 5.
|
Interest in Securities of the Issuer
|
|
|
|
|
(a)
|
As of March 28, 2008, the Reporting Persons may be deemed to beneficially own an aggregate of 3,657,667 Shares.
|
|
|
|
|
|
These Shares are owned directly by CVCIGP II Jersey, and indirectly by CVCI GP (as general partner of CVCIGP II), CVCID (through its ownership of CVCI GP), CIFC (through its ownership of CVCID), CBC (through its ownership of CIFC) and Citigroup (through its ownership of CBC).
|
|
|
|
|
|
Accordingly, the Reporting Persons may be deemed to beneficially own 9.3% of the outstanding Shares.
|
|
|
|
|
|
Citigroup also beneficially owns 117 Shares directly owned by another subsidiary of Citigroup.
|
|
|
|
|
(b)
|
The responses to Items (7) through (10) on the cover pages of this Statement are incorporated herein by reference.
|
|
|
|
|
(c)
|
Schedule C sets forth the transactions in the Shares which, to the best knowledge of the Reporting Persons, have been effected by the Reporting Persons and their subsidiaries during the period commencing 60 days prior to the date of the event requiring the filing of this Schedule 13D and ending on the date hereof (excluding the transactions that may have been effected for managed accounts with funds provided by third party customers). The transactions in the Shares described on Schedule C were effected on the National Association of Securities Dealers Automated Quotations (NASDAQ) or the over-the-counter market.
|
|
|
|
|
|
Except for the Purchase Agreements, the transactions contemplated by such agreement and those transactions set forth on Schedule C, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, any person named on Schedule A has effected any transaction in the Common Stock during the past 60 days (excluding transactions that may have been effected for managed accounts with funds provided by third party customers).
|
|
|
|
|
(d)
|
Not applicable.
|
|
|
|
|
(e)
|
Not applicable.
|
|
|
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
|
|
Items 3, 4 and 5 and Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 are incorporated herein by reference.
|
Except as set forth in this Statement, none of the Reporting Persons and, to the best knowledge of the Reporting Persons, none of the person listed on Schedule A, have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of Ness, including but not limited to, transfer or voting of any of the securities of Ness, finders’ fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting or investment power over the securities of Ness.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Securities Purchase Agreement, dated March 18, 2008, by and among CVCIGP II Jersey and the Warburg Pincus Shareholders signatory thereto.
|
|
99.2
|
Amendment No. 1, dated March 28, 2008, to Securities Purchase Agreement, dated March 18, 2008, by and among CVCIGP II Jersey and the Warburg Pincus Shareholders signatory thereto.
|
|
99.3
|
Securities Purchase Agreement, dated March 18, 2008, by and among CVCIGP II Jersey and the Wolfson Shareholders signatory thereto.
|
|
99.4
|
Second Amended and Restated Registration Rights Agreement, dated as of June 30, 2003, among Ness and the other signatories listed therein (incorporated by reference to Ness’s registration statement on Form S-1 (SEC File No. 333-115260), as amended, initially filed with the Securities and Exchange Commission on May 7, 2004).
|
|
99.5
|
Amendment to Second Amended and Restated Registration Rights Agreement, dated as of September 2, 2004, by and among Ness and the other signatories listed therein (incorporated by reference to Ness’s registration statement on Form S-1 (SEC File No. 333-115260), as amended, initially filed with the Securities and Exchange Commission on May 7, 2004).
|
|
99.6
|
Joint Filing Agreement, dated March 28, 2008, by and among CVCIGP II Jersey, CVCI GP, CVCID, CIFC, CBC and Citigroup.
|
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 28, 2008
CVCIGP II JERSEY INVESTMENT L.P.
By:
Citigroup Venture Capital International Investment G.P. Limited, as General Partner
By:
/s/ Michael Robinson
Name: Michael Robinson
Title: Alternate Director
CITIGROUP VENTURE CAPITAL INTERNATIONAL INVESTMENT G.P. LIMITED
By:
/s/ Michael Robinson
Name: Michael Robinson
Title: Alternate Director
CITIGROUP VENTURE CAPITAL INTERNATIONAL DELAWARE CORPORATION
By:
/s/ Alfred Rodrigues
Name: Alfred Rodrigues
Title: Director
CITICORP INTERNATIONAL FINANCE CORPORATION
By:
/s/ William H. Wolf
Name: William H. Wolf
Title: Vice President
CITICORP BANKING CORPORATION
By:
/s/ William H. Wolf
Name: William H. Wolf
Title: Senior Vice President
CITIGROUP INC.
By:
/s/ Riqueza V. Feaster
Name: Riqueza V. Feaster
Title: Assistant Secretary
ASSISTANT SECRETARY’S CERTIFICATE
I, PAULA F. JONES, Assistant Secretary of Citigroup Inc. (“Citigroup”), DO HEREBY CERTIFY that RIQUEZA FEASTER is an Assistant Secretary of Citigroup, duly appointed as such, effective November 16, 2006, and that such appointment has not been rescinded or revoked.
IN WITNESS WHEREOF, I have affixed my signature and the official seal of Citigroup Inc. this 28th day of March, 2008.
|
|
|
|
|
|
|
/s/ Paula F. Jones
|
|
|
|
|
Paula F. Jones
|
|
|
|
Assistant Secretary
|
|
|
|
Citigroup Inc.
|
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF CITIGROUP INCORPORATED
The following sets forth the name, principal occupation and citizenship of each of the directors and executive officers of Citigroup Inc.
|
Name and Title
|
Principal Occupation
|
Citizenship
|
|
C. Michael Armstrong, Director
|
Chairman, Board of Trustees
Johns Hopkins Medicine
Health System Corporation and Hospital
1683 Galleon Drive
Naples, FL 34102
|
United States
|
|
Alain J. P. Belda, Director
|
Chairman and Chief Executive Officer
Alcoa Inc.
390 Park Avenue
New York, NY 10022
|
Brazil & Spain
|
|
George David, Director
|
Chairman and Chief Executive Officer
United Technologies Corporation
One Financial Plaza
Hartford, CT 06101
|
United States
|
|
Kenneth T. Derr, Director
|
Chairman, Retired
Chevron Corporation
345 California Street
San Francisco, CA 94104
|
United States
|
|
John M. Deutch, Director
|
Institute Professor
Massachusetts Institute of Technology
77 Massachusetts Avenue
Cambridge, MA 02139
|
United States
|
|
Roberto Hernandez Ramirez, Director
|
Chairman of the Board
Banco Nacional de Mexico
Actuario Roberto Medellin No. 800
Col. Santa Fe, 01210
Mexico City, Mexico
|
Mexico
|
|
Ann Dibble Jordan, Director
|
Consultant
2940 Benton Place, NW
Washington, DC 20008-2718
|
United States
|
|
Dr. Klaus Kleinfeld, Director
|
President and Chief Executive Officer
Siemens AG
Wittesbacherplatz 2
D-80333
Munich, Germany
|
Germany
|
|
Andrew N. Liveris,
Director
|
Chairman and Chief Executive Officer
The Dow Chemical Company
2030 Dow Center
Midland, MI 48674
|
Australia
|
|
Dudley C. Mecum,
Director
|
Managing Director
Capricorn Holdings, LLC
30 East Elm Street
Greenwich, CT 06830
|
United States
|
|
Anne M. Mulcahy,
Director
|
Chairman and Chief Executive Officer
Xerox Corporation
800 Long Ridge Road
Stamford, CT 06904
|
United States
|
|
Vikram Pandit,
Director and Executive Officer
|
Chairman and Chief Executive Officer
Citigroup Inc.
399 Park Avenue
New York, NY 10043
|
United States
|
|
Richard D. Parsons,
Director
|
Chairman and Chief Executive Officer
Time Warner Inc.
One Time Warner Center
New York, NY 10019
|
United States
|
|
Dr. Judith Rodin,
Director
|
President
The Rockefeller Foundation
420 Fifth Avenue
New York, NY 10018
|
United States
|
|
Robert E. Rubin,
Director and Executive Officer
|
Chairman of the Executive Committee and
Member of the Office of the Chairman
Citigroup Inc.
399 Park Avenue
New York, NY 10043
|
United States
|
|
Franklin A. Thomas,
Director
|
Consultant
The Study Group
380 Lexington Avenue
New York, NY 10168
|
United States
|
|
Ajay Banga,
Executive Officer
|
Chairman and Chief Executive Officer
Global Consumer Group-International
Citigroup Inc.
399 Park Avenue
New York, NY 10043
|
India
|
|
Sir Winfried F. W. Bischoff,
Executive Officer
|
Chairman
Citigroup Europe
33 Canada Square
Canary Wharf
London E14 5LB
United Kingdom
|
United Kingdom and Germany
|
|
Gary L. Crittenden,
Executive Officer
|
Chief Financial Officer
Citigroup Inc.
399 Park Avenue
New York, NY 10043
|
United States
|
|
Steven J. Freiberg,
Executive Officer
|
Chairman and Chief Executive Officer
Global Consumer Group-North America
Citigroup Inc.
399 Park Avenue
New York, NY 10043
|
United States
|
|
John C. Gerspach,
Executive Officer
|
Controller and Chief Accounting Officer
Citigroup Inc.
399 Park Avenue
New York, NY 10043
|
United States
|
|
Michael S. Helfer,
Executive Officer
|
General Counsel and Corporate Secretary
Citigroup Inc.
399 Park Avenue
New York, NY 10043
|
United States
|
|
Lewis B, Kaden,
Executive Officer
|
Vice Chairman and Chief Administrative Officer
Citigroup Inc.
399 Park Avenue
New York, NY 10043
|
United States
|
|
Sallie L. Krawcheck, Executive Officer
|
Chief Financial Officer
Citigroup Inc.
399 Park Avenue
New York, NY 10043
|
United States
|
|
Brian Leach,
Executive Officer
|
Senior Risk Officer
Citigroup Inc.
399 Park Avenue
New York, NY 10043
|
United States
|
|
Manuel Medina-Mora, Executive Officer
|
Chairman and Chief Executive Officer
Latin America and Mexico
Act. Roberto Medellin 800
Edificio Sur. 5 piso
Col. Sta FE/ C.P. 01210
Mexico, D.F.
|
Mexico
|
|
William R. Rhodes, Executive Officer
|
Senior Vice Chairman
Citigroup Inc.
399 Park Avenue
New York, NY 10043
|
United States
|
|
Stephen R. Volk, Executive Officer
|
Vice Chairman
Citigroup Inc.
399 Park Avenue
New York, NY 10043
|
United States
|
SCHEDULE B
On April 28, 2003, Salomon Smith Barney announced final agreements with the SEC, the NASD, the NYSE and the New York Attorney General (as lead state among the 50 states, the District of Columbia and Puerto Rico) to resolve on a civil basis all their outstanding investigations into its research and initial public offering allocation and distribution practices. Salomon Smith Barney paid $300 million for retrospective relief, plus $25 million for investor education, and committed to spend $75 million to provide independent third-party research to its clients at no charge. Salomon Smith Barney adopted new policies and procedures to further ensure the independence of its research and addressed other issues identified in the course of the investigation. Salomon Smith Barney reached these final settlement agreements without admitting or denying any wrongdoing or liability. The settlements did not
establish wrongdoing or liability for purposes of any other proceeding.
On July 28, 2003, Citigroup settled enforcement proceedings related to the manipulation of Enron's and Dynegy’s financial statements. The Commission found that Citigroup knew or should have known that the acts or omissions described in the Order would contribute to Enron's and Dynegy’s violations of Exchange Act Section 10(b) and Exchange Act Rule 10b-5. Consequently, Citigroup was found to be a cause of Enron's and Dynegy’s violations within the meaning of Exchange Act Section 21C. Citigroup consented to an order to cease and desist from committing or causing any violation of the antifraud provisions of the federal securities laws, and agreed to pay $120 million as disgorgement, interest and penalty.
On March 23, 2005, the SEC entered an administrative and cease-and-desist order against CGMI. The SEC order found that CGMI willfully violated Section 17(a)(2) of the Securities Act and Rule 10b-10 promulgated under the Exchange Act. Specifically, the order found that there were two distinct disclosure failures by CGMI in the offer and sale of mutual fund shares to its customers. Based on these findings, the order censured CGMI, required that CGMI cease and desist from committing or causing violations and future violations of Section 17(a) of the Securities Act and Exchange Act Rule 10b-10, and required that CGMI pay a $20 million civil money penalty.
In a related proceeding on March 22, 2005, the NASD accepted a Letter of Acceptance, Waiver and Consent dated March 18, 2005 (the “AWC”) that had been submitted by CGMI. Without admitting or denying the findings, CGMI accepted and consented, prior to a hearing and without an adjudication of any issue of law or fact, to the entry of findings by NASD. Based on its findings and with CGMI’s consent, the NASD censured CGMI and fined it $6.25 million. In the AWC, CGMI also agreed to complete certain undertakings, including retaining an Independent Consultant, among other things, to conduct a comprehensive review of the completeness of its disclosures regarding the differences in mutual fund share classes and the policies and procedures relating to CGMI’s recommendations to its customers of different class shares of mutual funds.
On May 31, 2005, the SEC issued an order in connection with the settlement of an administrative proceeding against Smith Barney Fund Management LLC (“SBFM”), a former
subsidiary of Citigroup, and CGMI, relating to the appointment of an affiliated transfer agent for the Smith Barney family of mutual funds managed by SBFM (the “Affected Funds”).
The SEC order finds that SBFM and CGMI willfully violated Section 206(1) of the Investment Advisers Act of 1940, as amended, and the rules promulgated thereunder (the “Advisers Act”). Specifically, the order found that SBFM and CGMI knowingly or recklessly failed to disclose to the boards of the Affected Funds in 1999 when proposing a new transfer agent arrangement with an affiliated transfer agent that: First Data Investors Services Group (“First Data”), the Affected Funds’ then-existing transfer agent, had offered to continue as transfer agent and do the same work for substantially less money than before; and that Citigroup Asset Management (“CAM”), the former Citigroup business unit that, at the time, included the Affected Funds’ investment manager and other investment advisory companies, had entered into a side letter with First Data under which
CAM agreed to recommend the appointment of First Data as sub-transfer agent to the affiliated transfer agent in exchange for, among other things, a guarantee by First Data of specified amounts of asset management and investment banking fees to CAM and CGMI. The order also found that SBFM and CGMI willfully violated Section 206(2) of the Advisers Act by virtue of the omissions discussed above and other misrepresentations and omissions in the materials provided to the Affected Funds’ boards, including the failure to make clear that the affiliated transfer agent would earn a high profit for performing limited functions while First Data continued to perform almost all of the transfer agent functions, and the suggestion that the proposed arrangement was in the Affected Funds’ best interests and that no viable alternatives existed. SBFM and CGMI do not admit or deny any wrongdoing or liability. The settlement does not establish wrongdoing or liability for purposes of any other
proceeding.
The SEC censured SBFM and CGMI and ordered them to cease and desist from violations of Sections 206(1) and 206(2) of the Advisers Act. The order required Citigroup to pay $208.1 million, including $109 million in disgorgement of profits, $19.1 million in interest, and a civil money penalty of $80 million. Approximately $24.4 million has already been paid to the Affected Funds, primarily through fee waivers. The remaining $183.7 million, including the penalty, has been paid to the U.S. Treasury and will be distributed pursuant to a plan submitted for the approval of the SEC. At this time, there is no certainty as to how the above-described proceeds of the settlement will be distributed, to whom such distributions will be made, the methodology by which such distributions will be allocated, and when such distributions will be made. The order also required that transfer agency fees received from
the Affected Funds since December 1, 2004, less certain expenses, be placed in escrow and provided that a portion of such fees may be subsequently distributed in accordance with the terms of the order. On April 3, 2006, an aggregate amount of approximately $9 million held in escrow was distributed to the Affected Funds.
The order required SBFM to recommend a new transfer agent contract to the Affected Fund’s boards within 180 days of the entry of the order; if a Citigroup affiliate submitted a proposal to serve as transfer agent or sub-transfer agent, SBFM and CGMI would have been required, at their expense, to engage an independent monitor to oversee a competitive bidding process. On November 21, 2005, and within the specified timeframe, the Affected Funds’ Boards selected a new transfer agent for the Affected Fund. No Citigroup affiliate submitted a proposal
to serve as transfer agent. Under the order, SBFM also must comply with an amended version of a vendor policy that Citigroup instituted in August 2004.
Other than as described above, during the last five years, none of the Reporting Persons or, to the best of the knowledge of the Reporting Persons, any of the persons listed on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
Schedule C
The following is a list of transactions in shares of Ness' Common Stock, which to the best knowledge of Citigroup Inc., have been effected in the past 60 days in the ordinary course of business.
Citigroup Global Markets, Inc., a wholly owned subsidiary of Citigroup, engaged in open market transactions, which are summarized below, to report (i) the total number of shares that were the subject of transactions effected on each day and (ii) the lowest and highest price per share at which the transactions were effected:
|
Description of Security
|
Purchase (P) / Sale (S)
|
Trade Date
|
Quantity
|
Low ($)
|
High ($)
|
|
Common Stock
|
P
|
1/22/2008
|
178
|
8.15
|
8.15
|
|
Common Stock
|
S
|
1/22/2008
|
178
|
8.15
|
8.15
|
|
Common Stock
|
P
|
1/24/2008
|
100
|
8.55
|
8.55
|
|
Common Stock
|
S
|
1/24/2008
|
200
|
8.55
|
8.85
|
|
Common Stock
|
P
|
1/25/2008
|
2100
|
8.79
|
8.92
|
|
Common Stock
|
S
|
1/25/2008
|
3698
|
8.65
|
8.92
|
|
Common Stock
|
P
|
1/28/2008
|
2406
|
8.67
|
8.75
|
|
Common Stock
|
S
|
1/28/2008
|
2616
|
8.67
|
8.75
|
|
Common Stock
|
P
|
1/30/2008
|
100
|
8.94
|
8.94
|
|
Common Stock
|
S
|
1/30/2008
|
200
|
8.94
|
8.94
|
|
Common Stock
|
P
|
1/31/2008
|
2100
|
8.98
|
9.01
|
|
Common Stock
|
S
|
1/31/2008
|
2000
|
8.98
|
9.01
|
|
Common Stock
|
S
|
2/1/2008
|
194
|
9.48
|
9.48
|
|
Common Stock
|
P
|
2/4/2008
|
1078
|
9.58
|
9.69
|
|
Common Stock
|
S
|
2/4/2008
|
1040
|
9.59
|
9.69
|
|
Common Stock
|
P
|
2/5/2008
|
8429
|
9.44
|
10.00
|
|
Common Stock
|
S
|
2/5/2008
|
8429
|
9.44
|
10.00
|
|
Common Stock
|
P
|
2/6/2008
|
2000
|
10.00
|
10.00
|
|
Common Stock
|
S
|
2/6/2008
|
2000
|
10.00
|
10.00
|
|
Common Stock
|
P
|
2/7/2008
|
4425
|
9.93
|
9.98
|
|
Common Stock
|
S
|
2/7/2008
|
2000
|
9.98
|
9.98
|
|
Common Stock
|
P
|
2/8/2008
|
1110
|
9.99
|
10.05
|
|
Common Stock
|
S
|
2/8/2008
|
1374
|
9.99
|
10.05
|
|
Common Stock
|
P
|
2/11/2008
|
1650
|
10.02
|
10.06
|
|
Common Stock
|
S
|
2/11/2008
|
1650
|
10.02
|
10.06
|
|
Common Stock
|
P
|
2/12/2008
|
200
|
9.67
|
9.67
|
|
Common Stock
|
S
|
2/12/2008
|
100
|
9.67
|
9.67
|
|
Common Stock
|
P
|
2/13/2008
|
330
|
9.59
|
9.65
|
|
Common Stock
|
S
|
2/13/2008
|
719
|
9.59
|
9.79
|
|
Common Stock
|
P
|
2/20/2008
|
64
|
9.57
|
9.57
|
|
Common Stock
|
P
|
2/22/2008
|
329
|
9.37
|
9.44
|
|
Common Stock
|
S
|
2/22/2008
|
475
|
9.36
|
9.44
|
|
Common Stock
|
P
|
2/25/2008
|
370
|
9.34
|
9.36
|
|
Common Stock
|
S
|
2/25/2008
|
390
|
9.34
|
9.36
|
|
Common Stock
|
P
|
2/26/2008
|
4165
|
9.21
|
9.42
|
|
Common Stock
|
S
|
2/26/2008
|
591
|
9.21
|
9.34
|
|
Common Stock
|
P
|
2/27/2008
|
500
|
9.34
|
9.45
|
|
Common Stock
|
S
|
2/27/2008
|
281
|
9.46
|
9.46
|
|
Common Stock
|
P
|
2/29/2008
|
117
|
9.32
|
9.32
|
|
Common Stock
|
S
|
2/29/2008
|
117
|
9.32
|
9.32
|
|
Common Stock
|
P
|
3/3/2008
|
52
|
9.33
|
9.33
|
|
Common Stock
|
S
|
3/3/2008
|
52
|
9.33
|
9.33
|
|
Common Stock
|
P
|
3/4/2008
|
70
|
9.38
|
9.38
|
|
Common Stock
|
S
|
3/4/2008
|
70
|
9.38
|
9.38
|
|
Common Stock
|
P
|
3/5/2008
|
667
|
9.47
|
9.50
|
|
Common Stock
|
S
|
3/5/2008
|
600
|
9.50
|
9.50
|
|
Common Stock
|
P
|
3/6/2008
|
10800
|
9.49
|
9.49
|
|
Common Stock
|
S
|
3/6/2008
|
21600
|
9.34
|
9.53
|
|
Common Stock
|
P
|
3/7/2008
|
20000
|
9.32
|
9.32
|
|
Common Stock
|
S
|
3/7/2008
|
20000
|
9.32
|
9.32
|
|
Common Stock
|
P
|
3/10/2008
|
1041
|
9.25
|
9.39
|
|
Common Stock
|
S
|
3/10/2008
|
1041
|
9.25
|
9.39
|
|
Common Stock
|
P
|
3/11/2008
|
65
|
9.34
|
9.34
|
|
Common Stock
|
S
|
3/11/2008
|
65
|
9.34
|
9.34
|
|
Common Stock
|
P
|
3/12/2008
|
500
|
9.23
|
9.23
|
|
Common Stock
|
S
|
3/12/2008
|
500
|
9.23
|
9.23
|
|
Common Stock
|
P
|
3/13/2008
|
210
|
9.12
|
9.12
|
|
Common Stock
|
S
|
3/13/2008
|
210
|
9.12
|
9.12
|
|
Common Stock
|
P
|
3/14/2008
|
200
|
9.40
|
9.41
|
|
Common Stock
|
S
|
3/14/2008
|
241
|
9.40
|
9.44
|
|
Common Stock
|
P
|
3/17/2008
|
150
|
9.16
|
9.16
|
|
Common Stock
|
S
|
3/17/2008
|
150
|
9.16
|
9.16
|
|
Common Stock
|
P
|
3/18/2008
|
262
|
9.33
|
9.33
|
|
Common Stock
|
S
|
3/18/2008
|
336
|
9.24
|
9.33
|
Automated Trading Desk Brokerage Services, LLC, a wholly owned subsidiary of Citigroup, engaged in open market transactions, which are summarized below, to report (i) the total number of shares that were the subject of transactions effected on each day and (ii) the lowest and highest price per share at which the transactions were effected:
|
Description of Security
|
Purchase (P) / Sale (S)
|
Trade Date
|
Quantity
|
Low ($)
|
High ($)
|
|
Common Stock
|
P
|
1/18/2008
|
6658
|
8.05
|
8.37
|
|
Common Stock
|
S
|
1/18/2008
|
2261
|
8.09
|
8.31
|
|
Common Stock
|
P
|
1/22/2008
|
4661
|
7.98
|
8.54
|
|
Common Stock
|
S
|
1/18/2008
|
2908
|
8.12
|
8.51
|
|
Common Stock
|
P
|
1/23/2008
|
5145
|
8.03
|
8.44
|
|
Common Stock
|
S
|
1/23/2008
|
2312
|
8.03
|
8.44
|
|
Common Stock
|
P
|
1/24/2008
|
3730
|
8.44
|
8.82
|
|
Common Stock
|
S
|
1/24/2008
|
600
|
8.50
|
8.59
|
|
Common Stock
|
P
|
1/25/2008
|
3400
|
8.62
|
9.03
|
|
Common Stock
|
S
|
1/25/2008
|
1700
|
8.61
|
9.05
|
|
Common Stock
|
P
|
1/28/2008
|
4109
|
8.58
|
8.81
|
|
Common Stock
|
S
|
1/28/2008
|
913
|
8.56
|
8.76
|
|
Common Stock
|
P
|
1/29/2008
|
3600
|
8.81
|
9.03
|
|
Common Stock
|
S
|
1/29/2008
|
2200
|
8.82
|
9.04
|
|
Common Stock
|
P
|
1/30/2008
|
5120
|
8.63
|
9.15
|
|
Common Stock
|
S
|
1/30/2008
|
2419
|
8.60
|
9.19
|
|
Common Stock
|
P
|
1/31/2008
|
8163
|
8.71
|
9.20
|
|
Common Stock
|
S
|
1/31/2008
|
2425
|
8.87
|
9.19
|
|
Common Stock
|
P
|
2/1/2008
|
2586
|
9.19
|
9.48
|
|
Common Stock
|
S
|
2/1/2008
|
1360
|
9.23
|
9.49
|
|
Common Stock
|
P
|
2/4/2008
|
4866
|
9.31
|
9.70
|
|
Common Stock
|
S
|
2/4/2008
|
1691
|
9.34
|
9.71
|
|
Common Stock
|
P
|
2/5/2008
|
8756
|
9.51
|
10.18
|
|
Common Stock
|
S
|
2/5/2008
|
2991
|
9.83
|
10.16
|
|
Common Stock
|
P
|
2/6/2008
|
5805
|
9.98
|
10.22
|
|
Common Stock
|
S
|
2/6/2008
|
2900
|
9.99
|
10.23
|
|
Common Stock
|
P
|
2/7/2008
|
8635
|
9.76
|
10.08
|
|
Common Stock
|
S
|
2/7/2008
|
2639
|
9.78
|
10.11
|
|
Common Stock
|
P
|
2/8/2008
|
7296
|
9.89
|
10.15
|
|
Common Stock
|
S
|
2/8/2008
|
2144
|
9.98
|
10.09
|
|
Common Stock
|
P
|
2/11/2008
|
4543
|
9.92
|
10.14
|
|
Common Stock
|
S
|
2/11/2008
|
600
|
9.94
|
10.12
|
|
Common Stock
|
P
|
2/12/2008
|
4929
|
9.72
|
9.93
|
|
Common Stock
|
S
|
2/12/2008
|
2804
|
9.65
|
9.96
|
|
Common Stock
|
P
|
2/13/2008
|
10506
|
9.60
|
9.80
|
|
Common Stock
|
S
|
2/13/2008
|
7836
|
9.59
|
9.92
|
|
Common Stock
|
P
|
2/14/2008
|
4900
|
9.48
|
9.70
|
|
Common Stock
|
S
|
2/14/2008
|
3000
|
9.46
|
9.68
|
|
Common Stock
|
P
|
2/15/2008
|
5787
|
9.35
|
9.55
|
|
Common Stock
|
S
|
2/15/2008
|
994
|
9.37
|
9.53
|
|
Common Stock
|
P
|
2/19/2008
|
3529
|
9.51
|
9.61
|
|
Common Stock
|
S
|
2/19/2008
|
419
|
9.50
|
9.61
|
|
Common Stock
|
P
|
2/20/2008
|
4571
|
9.50
|
9.68
|
|
Common Stock
|
S
|
2/20/2008
|
3194
|
9.49
|
9.64
|
|
Common Stock
|
P
|
2/21/2008
|
1771
|
9.42
|
9.60
|
|
Common Stock
|
S
|
2/21/2008
|
799
|
9.41
|
9.60
|
|
Common Stock
|
P
|
2/22/2008
|
1931
|
9.33
|
9.45
|
|
Common Stock
|
S
|
2/22/2008
|
839
|
9.36
|
9.45
|
|
Common Stock
|
P
|
2/25/2008
|
2800
|
9.30
|
9.50
|
|
Common Stock
|
S
|
2/25/2008
|
2100
|
9.32
|
9.52
|
|
Common Stock
|
P
|
2/26/2008
|
9452
|
9.15
|
9.46
|
|
Common Stock
|
S
|
2/26/2008
|
7626
|
9.17
|
9.49
|
|
Common Stock
|
P
|
2/27/2008
|
6400
|
9.24
|
9.54
|
|
Common Stock
|
S
|
2/27/2008
|
3500
|
9.24
|
9.47
|
|
Common Stock
|
P
|
2/28/2008
|
4100
|
9.26
|
9.42
|
|
Common Stock
|
S
|
2/28/2008
|
2443
|
9.25
|
9.40
|
|
Common Stock
|
P
|
2/29/2008
|
16013
|
9.31
|
9.57
|
|
Common Stock
|
P
|
3/3/2008
|
4444
|
9.27
|
9.44
|
|
Common Stock
|
S
|
3/3/2008
|
1397
|
9.34
|
9.41
|
|
Common Stock
|
P
|
3/4/2008
|
2001
|
9.32
|
9.44
|
|
Common Stock
|
S
|
3/4/2008
|
1201
|
9.37
|
9.45
|
|
Common Stock
|
P
|
3/5/2008
|
1548
|
9.42
|
9.53
|
|
Common Stock
|
P
|
3/6/2008
|
5963
|
9.40
|
9.53
|
|
Common Stock
|
S
|
3/6/2008
|
700
|
9.47
|
9.51
|
|
Common Stock
|
P
|
3/7/2008
|
5199
|
9.30
|
9.47
|
|
Common Stock
|
S
|
3/7/2008
|
1719
|
9.32
|
9.50
|
|
Common Stock
|
P
|
3/10/2008
|
3672
|
9.25
|
9.38
|
|
Common Stock
|
S
|
3/10/2008
|
1000
|
9.26
|
9.34
|
|
Common Stock
|
P
|
3/11/2008
|
4755
|
9.27
|
9.51
|
|
Common Stock
|
S
|
3/11/2008
|
1456
|
9.30
|
9.51
|
|
Common Stock
|
P
|
3/12/2008
|
6601
|
9.20
|
9.48
|
|
Common Stock
|
S
|
3/12/2008
|
3485
|
9.22
|
9.47
|
|
Common Stock
|
P
|
3/13/2008
|
7910
|
9.10
|
9.47
|
|
Common Stock
|
S
|
3/13/2008
|
1987
|
9.31
|
9.42
|
|
Common Stock
|
P
|
3/14/2008
|
5736
|
9.32
|
9.55
|
|
Common Stock
|
S
|
3/14/2008
|
1648
|
9.32
|
9.50
|
|
Common Stock
|
P
|
3/17/2008
|
5014
|
9.14
|
9.26
|
|
Common Stock
|
S
|
3/17/2008
|
1703
|
9.15
|
9.23
|
Citibank, N.A., a wholly owned subsidiary of Citigroup, Inc., engaged in the following open market transactions:
|
Description of Security
|
Purchase (P) / Sale (S)
|
Trade Date
|
Quantity
|
Share Price ($)
|
|
Common Stock
|
S
|
2/11/2008
|
1350
|
10.02
|
|
Common Stock
|
S
|
2/13/2008
|
15
|
9.65
|
|
Common Stock
|
P
|
2/29/2008
|
117
|
9.32
|