Captaris Inc - Statement of Changes in Beneficial Ownership (4)
July 25 2008 - 7:02PM
Edgar (US Regulatory)
FORM 4
[
X
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0287
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February 28, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
RAMIUS LLC
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2. Issuer Name
and
Ticker or Trading Symbol
CAPTARIS INC
[
CAPA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
599 LEXINGTON AVE., 20TH FLOOR,
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/23/2008
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(Street)
NEW YORK CITY, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $0.01 par value per share
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7/23/2008
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S
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3520
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D
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$3.6383
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424529
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I
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By Parche, LLC
(1)
(2)
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Common Stock, $0.01 par value per share
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7/24/2008
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S
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1600
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D
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$3.6300
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422929
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I
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By Parche, LLC
(1)
(2)
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Common Stock, $0.01 par value per share
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7/23/2008
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S
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18480
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D
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$3.6383
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2228772
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I
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By Starboard Master
(3)
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Common Stock, $0.01 par value per share
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7/24/2008
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S
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8400
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D
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$3.6300
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2220372
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I
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By Starboard Master
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Consists of Shares owned directly by Parche, LLC (Parche). As the sole non-managing member of Parche and owner of all economic interests therein, RCG Enterprise, Ltd (RCG Enterprise) may be deemed to beneficially own the Shares beneficially owned by Parche. As the managing member of Parche, RCG Starboard Advisors, LLC (RCG Starboard Advisors) may be deemed to beneficially own the Shares owned by Parche. As the sole member of RCG Starboard Advisors, Ramius LLC (Ramius) may be deemed to beneficially own the Shares owned by Parche. As the managing member of Ramius, C4S & Co., L.L.C. (C4S) may be deemed to beneficially own the Shares owned by Parche. As the managing members of C4S, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the Shares owned by Parche.
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(
2)
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(continued from previous footnote) Each of Messrs. Cohen, Stark, Solomon and Strauss, RCG Enterprise, RCG Starboard Advisors, Ramius and C4S disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
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(
3)
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Consists of Shares owned directly by Starboard Value and Opportunity Master Fund, Ltd. (Starboard). As the investment manager of Starboard, RCG Starboard Advisors may be deemed to beneficially own the Shares owned by Starboard. As the sole member of RCG Starboard Advisors, Ramius may be deemed to beneficially own the Shares owned by Starboard. As the managing member of Ramius, C4S may be deemed to beneficially own the Shares owned by Starboard. As the managing members of C4S, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the Shares owned by Starboard. Each of Messrs. Cohen, Stark, Solomon and Strauss, RCG Starboard Advisors, Ramius and C4S disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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RAMIUS LLC
599 LEXINGTON AVE., 20TH FLOOR
NEW YORK CITY, NY 10022
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X
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C4S & CO LLC
599 LEXINGTON AVE., 20TH FLOOR
NEW YORK CITY, NY 10022
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X
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COHEN PETER A
C/O RAMIUS LLC
599 LEXINGTON AVE., 20TH FLOOR
NEW YORK CITY, NY 10022
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X
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See Explanation of Responses
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STARK MORGAN B
C/O RAMIUS LLC
599 LEXINGTON AVE., 20TH FLOOR
NEW YORK CITY, NY 10022
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X
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STRAUSS THOMAS W
C/O RAMIUS LLC
599 LEXINGTON AVE., 20TH FLOOR
NEW YORK CITY, NY 10022
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X
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SOLOMON JEFFREY M
C/O RAMIUS LLC
599 LEXINGTON AVE., 20TH FLOOR
NEW YORK CITY, NY 10022
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X
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Starboard Value & Opportunity Master Fund Ltd
C/O CITCO FUND SERVICES LTD
WEST BAY RD
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X
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Parche, LLC
599 LEXINGTON AVE., 20TH FLOOR
NEW YORK CITY, NY 10022
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X
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RCG STARBOARD ADVISORS, LLC
599 LEXINGTON AVE., 20TH FLOOR
NEW YORK CITY, NY 10022
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X
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RCG Enterprise Ltd
C/O CITCO FUND SERVICES LTD
WEST BAY ROAD
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X
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Signatures
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By: Ramius LLC; By: /s/ Owen S. Littman, Authorized Signatory
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7/25/2008
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**
Signature of Reporting Person
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Date
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By: C4S & Co., L.L.C., By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member
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7/25/2008
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**
Signature of Reporting Person
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Date
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By: /s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen
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7/25/2008
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Signature of Reporting Person
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Date
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By: /s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark
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7/25/2008
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Signature of Reporting Person
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Date
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By: /s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss
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7/25/2008
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Signature of Reporting Person
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Date
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By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon
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7/25/2008
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Signature of Reporting Person
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Date
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By: Starboard Value and Opportunity Master; By: /s/ Owen S. Littman, Authorized Signatory
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7/25/2008
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Signature of Reporting Person
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Date
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By: Parche, LLC; By: /s/ Owen S. Littman, Authorized Signatory
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7/25/2008
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Signature of Reporting Person
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Date
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By: RCG Starboard Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory
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7/25/2008
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**
Signature of Reporting Person
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Date
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By: RCG Enterprise, Ltd; By: /s/ Owen S. Littman, Authorized Signatory
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7/25/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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see
Instruction 6 for procedure.
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