BSHI Boss Holdings Inc (PK)

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• The Board of Directors has reviewed, recommended and authorized a 1-for-100 reverse stock split (the “ Reverse Stock Split ”) of our common stock, par value $0.25 per share (“ Common Stock ”), followed immediately by a 100-for-1 forward stock split (the “ Forward Stock Split ” and, together with the Reverse Stock Split, the “ Transaction ”).
   
• As a result of the Transaction,

• each share of Common Stock held of record by a stockholder owning fewer than 100 shares immediately prior to the effective time of the Reverse Stock Split will be converted into the right to receive $7.65 in cash (subject to any applicable U.S. federal, state and local withholding tax), without interest, per pre-split share; and
   
• each share of Common Stock held by a stockholder of record owning 100 shares or more immediately prior to the effective time of the Reverse Stock Split will continue to represent one share of Common Stock after completion of the Transaction.

• At the meeting, stockholders are being asked to consider and vote upon proposals to amend our Certificate of Incorporation, as amended to date (the “ Certificate of Incorporation ”), to effect the Reverse Stock Split and the Forward Stock Split. Copies of the proposed amendments to our Certificate of Incorporation for the Reverse Stock Split and the Forward Stock Split are attached as Annexes A and B, respectively. Although both the Reverse Stock Split and the Forward Stock Split will be voted on separately, the Company will not effect either the Reverse Stock Split or the Forward Stock Split unless both are approved by the Company’s stockholders.

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• The Board of Directors has decided that the costs of being a Securities and Exchange Commission (the “ SEC ”) reporting company currently outweigh the benefits and, thus, it is no longer in our best interests or the best interests of our stockholders, including our unaffiliated stockholders, for us to remain an SEC reporting company. The Transaction will enable us to terminate the registration of our Common Stock under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), if, after the Transaction, there are fewer than 300 record holders of our Common Stock and we make the necessary filings with the SEC. Our reasons for proposing the Transaction include the following:

• Annual cost savings we expect to realize as a result of the termination of the registration of our shares of Common Stock under the Exchange Act, including ongoing expenses for compliance with the Sarbanes-Oxley Act of 2002, as amended (the “ Sarbanes-Oxley Act ”), and other accounting, legal, printing and other miscellaneous costs associated with being a publicly traded company, which we estimate will be approximately $340,000 per year, which includes estimated executive and administrative time incurred in complying with public company requirements.
   
• The ability of our management to focus on long-term growth without an undue emphasis on short-term financial results.
   
• The limited public trading volume and liquidity of our Common Stock.
   
• The ability of our small stockholders (those holding fewer than 100 shares) to liquidate their holdings in us and receive a premium over market prices prevailing at the time of our public announcement of the Transaction, without incurring brokerage commissions.

• We expect that the number of our stockholders of record will be reduced below 300, which will allow us to terminate the registration of our Common Stock under the Exchange Act. Effective on, and following the termination of the registration of our Common Stock under the Exchange Act, we will no longer be subject to any reporting requirements under the Exchange Act or the rules of the SEC applicable to SEC reporting companies and will be able to eliminate most of the expenses related to the disclosure, reporting and compliance requirements of the Sarbanes-Oxley Act.
   

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• Each share of Common Stock held of record by a stockholder owning fewer than 100 shares immediately prior to the effective time of the Reverse Stock Split will be converted into the right to receive $7.65 in cash (subject to any applicable U.S. federal, state and local withholding tax), without interest, per pre-split share.
   
• Each share of Common Stock held by a stockholder of record owning 100 shares or more immediately prior to the effective time of the Reverse Stock Split will continue to represent one share of Common Stock after completion of the Transaction.
   
• The Board of Directors anticipates that we will seek to have our Common Stock traded on the Pink Sheets; however, liquidity is likely to be limited due to the fact that we will no longer file the reports required by the Exchange Act.
   
• Our officers, directors and 10% stockholders will no longer be subject to the reporting requirements of Section 16 of the Exchange Act or be subject to the prohibitions against retaining short-swing profits in our shares of Common Stock.
   
• Persons acquiring more than 5% of our Common Stock will no longer be required to report their beneficial ownership under the Exchange Act.
   
• Options evidencing rights to purchase shares of our Common Stock will be unaffected by the Transaction because the options will, after the effective date of the Transaction, be exercisable for the same number of shares of our Common Stock as they were before the Transaction.
   
• Since our obligation to file periodic and other filings with the SEC will be suspended, our continuing stockholders may have access to less information about us and our business, operations and financial performance.
   
• Upon the effectiveness of the Transaction and as a result of the reduction of the number of shares of Common Stock outstanding by approximately 50,953 shares, we estimate that the ownership percentage of our shares of Common Stock held by our directors, executive officers and 10% stockholders will increase from 65.76% to 67.22%. The increase in the ownership percentage of our shares of Common Stock held by directors, executive officers and 10% stockholders and the reduction in the number of shares outstanding following the completion of the Transaction is based upon information we received as of February 2, 2010 from our transfer agent, Continental Stock Transfer & Trust Company, as to our record holders, and information we have received regarding the holdings of beneficial owners of our Common Stock held in street name. The ownership percentage and the reduction in the number of shares outstanding following the Transaction may increase or decrease depending on purchases, sales and other transfers of our shares of Common Stock by our stockholders prior to the effective time of the Transaction, and the number of street name shares that are actually cashed-out in the Transaction. The ownership percentage of our shares of Common Stock held by directors, executive officers and 10% stockholders and the ownership percentage of the continuing stockholders will proportionally increase or decrease as a result of such purchases, sales and other transfers of our shares of Common Stock by our stockholders prior to the effective time of the Transaction, and depending on the number of street name shares that are actually cashed-out in the Transaction.

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• the fairness opinion prepared by TM Capital dated August 26, 2009, as updated by TM Capital on December 23, 2009, to the effect that, as of the date and based upon the assumptions made, matters considered and limits of review set forth in TM Capital’s written opinion, the consideration to be received by stockholders owning fewer than 100 shares of Common Stock immediately prior to the effective time of the Reverse Stock Split ( “Fractional Shareholders” ) pursuant to the Transaction is fair, from a financial point of view, to such stockholders;
   
• anticipated annual cost savings we expect to realize as a result of the termination of the registration of our shares of Common Stock under the Exchange Act, including ongoing expenses for compliance with the Sarbanes-Oxley Act, and other accounting, legal, printing and other miscellaneous costs associated with being a publicly traded company, which we estimate will be approximately $340,000 per year, which includes estimated executive and administrative time incurred in complying with public company requirements;
   
• the limited trading volume and liquidity of our shares of Common Stock and the opportunity the Transaction affords our smallest stockholders to obtain cash for their shares in a relatively limited trading market and at a premium over market prices prevailing at the time of our public announcement of the Transaction without incurring brokerage commissions;

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• the $7.65 cash out price represents an approximately 49.7% premium over the average share price for the 30-day period ended August 17, 2009, which was prior to the Board of Directors’ initial approval of the Transaction, an approximately 44.1% premium over the average share price for the 60-day period ended August 17, 2009, an approximately 36.1% premium over the average share price for the 90-day period ended August 17, 2009, an approximately 37.1% premium over the average share price for the 120-day period ended August 17, 2009 and an approximately 23.4% premium over the $6.20 closing sales price of common stock on August 25, 2009 (the day immediately prior to our announcement of the Transaction). In addition, the $7.65 cash out price represents an approximately 24.8% premium over the average share price for the 30-day period ended December 18, 2009, which was prior to the Board of Directors’ subsequent consideration of the Transaction, an approximately 24.8% premium over the average share price for the 60-day period ended December 18, 2009, an approximately 26.7% premium over the average share price for the 90-day period ended December 18, 2009 and an approximately 27.9% premium over the average share price for the 120-day period ended December 18, 2009;
   
• the Transaction will not affect holders of shares of our Common Stock differently based on their affiliate status;
   
• stockholders that desire to retain their equity interest in us after the Transaction can increase the number of shares they hold to 100 shares or more prior to the effective date of the Reverse Stock Split, thereby avoiding being cashed-out; however, given the historically limited liquidity in our stock, there can be no assurance that any shares will be available for purchase and thus there can be no assurance that a stockholder will be able to acquire sufficient shares to meet or exceed the required 100 shares prior to the effective time of the Transaction.

• We expect to realize annual cost savings as a result of the termination of the registration of our shares of Common Stock under the Exchange Act, including ongoing expenses for compliance with the Sarbanes-Oxley Act, and other accounting, legal, printing and other miscellaneous costs associated with being a publicly traded company, of approximately $340,000 per year, which includes estimated executive and administrative time incurred in complying with public company requirements.
   
• There is a relatively illiquid and limited trading market in our shares. Our smallest stockholders will have the opportunity to obtain cash for their shares at a premium over closing prices for our shares of Common Stock at the time of our announcement of the Transaction, without incurring brokerage commissions.
   
• Our directors, executive officers and stockholders who own more than 10% of our outstanding Common Stock, which we refer to in this proxy statement as our “ affiliates ”, will be treated no differently than stockholders who are not directors, executive officers or 10% stockholders, which we refer to in this proxy statement as our “ unaffiliated stockholders ”, including unaffiliated cashed-out stockholders and unaffiliated continuing stockholders. The sole determining factor as to whether a stockholder will be a continuing stockholder after the Transaction is the number of shares of our Common Stock that they own on the effective date of the Reverse Stock Split.

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• Stockholders that desire to retain their equity interest in us after the Transaction can increase the number of shares they hold to 100 shares or more prior to the effective date of the Reverse Stock Split, thereby avoiding being cashed-out; however, given the historically limited liquidity in our stock, there can be no assurance that any shares will be available for purchase and thus there can be no assurance that a stockholder will be able to acquire sufficient shares to meet or exceed the required 100 shares prior to the effective time of the Transaction.

• Fractional Shareholders will no longer have any ownership interest in us and will no longer participate in any future earnings and growth.
   
• We will cease to file annual, quarterly, current, and other reports and documents with the SEC, and stockholders will cease to receive annual reports and proxy statements as required under the Exchange Act. While we intend to continue to prepare audited financial statements and periodic unaudited financial statements and to make those financial statements available to shareholders through our company website, we will not be under any continuing obligation to do so. We will not be providing periodic reports in the format currently required of us under the provisions of the Exchange Act and, as a result, continuing stockholders will have access to less information about us and our business, operations, and financial performance.
   
• We will no longer be subject to the provisions of the Sarbanes-Oxley Act or the liability provisions of the Exchange Act (other than the general anti-fraud provisions thereof).
   
• While we anticipate that our Common Stock will be eligible for quotation in the Pink Sheets, trading opportunities in the Pink Sheets will be dependent upon whether any broker-dealers commit to make a market for our Common Stock. We cannot guarantee or anticipate whether our Common Stock will be quoted in the Pink Sheets. In addition, because of the possible limited liquidity for our Common Stock, the suspension of our obligation to publicly disclose financial and other information following the Transaction, and the deregistration of our Common Stock under the Exchange Act, continuing stockholders may potentially experience a significant decrease in the value of their Common Stock.

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• Our executive officers, directors and 10% stockholders will no longer be required to file reports relating to their transactions in our Common Stock with the SEC. In addition, our executive officers, directors and 10% stockholders will no longer be subject to the recovery of short-swing profits provision of the Exchange Act, and persons acquiring more than 5% of our Common Stock will no longer be required to report their beneficial ownership under the Exchange Act.
   
• We estimate that the cost of payment to Fractional Shareholders, professional fees and other expenses of the Transaction will total approximately $640,000. As a result, immediately after the Transaction, our cash balances on hand will be reduced by the costs incurred in the Transaction.
   
• The Transaction will result in the suspension, and not the termination, of our filing obligations under the Exchange Act. If on the first day of any fiscal year after the suspension of our filing obligations we have more than 300 stockholders of record, then we must resume reporting pursuant to Section 15(d) of the Exchange Act, which would result in our once again incurring many of the expenses that we expect to save by virtue of the Transaction.
   
• Under Delaware law, our Certificate of Incorporation and our bylaws, no appraisal or dissenters’ rights are available to our stockholders who dissent from the Transaction.
   
• The lack of liquidity provided by a ready market may result in fewer opportunities to utilize equity-based incentive compensation tools to recruit and retain top executive talent.
   
• Our Common Stock may be a less attractive acquisition currency as an acquirer of illiquid securities of a privately held company must depend on liquidity either via negotiated buy-out or buy-back arrangements, or a liquidity event by the Company that is generally outside of his/her control.
   
• Following the Transaction, since we will no longer be registered with the SEC and will not be filing the periodic reports and proxy statements required under the Exchange Act, it will likely be more costly and time consuming for us to raise equity capital from public or private sources.
   
• Companies that lose status as a public company may risk losing prestige in the eyes of the public, the investment community and key constituencies.

• The affirmative vote of a majority of all shares of Common Stock issued and outstanding and entitled to vote at the Meeting will be required to approve the proposed amendments to the Certificate of Incorporation to effect the Reverse Stock Split and the Forward Stock Split. The affirmative vote of a plurality of the votes cast at the Meeting is required for the election of directors. The affirmative vote of the holders of a majority of the shares of Common Stock represented at the Meeting in person or by proxy and entitled to vote at the Meeting will be required to ratify the appointment of McGladrey & Pullen, LLP as the Company’s independent auditors for the fiscal year ending December 26, 2009. Our directors and executive officers have indicated that they intend to vote their shares of our Common Stock (1,542,194 shares, or approximately 65.76% of our issued and outstanding shares eligible to vote at the Special Meeting) “ FOR ” the Transaction and, therefore, approval of the Transaction is assured.
   

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• We anticipate that the Transaction will be effected as soon as possible after the date of the Meeting. Following the effective date of the Transaction, transmittal materials will be sent to those stockholders entitled to a cash payment that will describe how to turn in their share certificates and receive the cash payments. Those stockholders entitled to a cash payment should not turn in their share certificates at this time.

• The receipt of cash by a Fractional Shareholder in exchange for Common Stock in the Transaction generally will be taxable for U.S. federal income tax purposes. A continuing stockholder who does not receive cash in the Transaction generally should not recognize any gain or loss with respect to the Transaction for U.S. federal income tax purposes.

• Under Delaware law, our Certificate of Incorporation and our bylaws, no appraisal or dissenters’ rights are available to our stockholders who dissent from the Transaction.

• The Board of Directors has reserved the right to abandon the Transaction if it believes the Transaction is no longer in our best interests, and the Board of Directors has retained authority, in its discretion, to withdraw the Transaction from the agenda of the Meeting prior to any vote. In addition, even if the Transaction is approved by stockholders at the Meeting, the Board of Directors may determine not to implement the Transaction if it subsequently determines that the Transaction is not in our best interests.

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• a proposal to amend the Certificate of Incorporation to effect the Reverse Stock Split
   
• a proposal to amend the Certificate of Incorporation to effect the Forward Stock Split
   
• the election of five directors of the Company, each to serve until the next Annual Meeting of Stockholders and until his successor has been elected and qualified or until his earlier resignation or removal
   
• the ratification of the appointment of McGladrey & Pullen, LLP as the Company’s independent auditors for the fiscal year ending December 26, 2009

• “ FOR ” the proposal to amend the Certificate of Incorporation to effect the Reverse Stock Split
   
• “ FOR ” the proposal to amend the Certificate of Incorporation to effect the Forward Stock Split
   
• “ FOR ” the election of five directors of the Company, each to serve until the next Annual Meeting of Stockholders and until his successor has been elected and qualified or until his earlier resignation or removal
   
• “ FOR ” the ratification of the appointment of McGladrey & Pullen, LLP as the Company’s independent auditors for the fiscal year ending December 26, 2009
   

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• Annual cost savings we expect to realize as a result of the termination of the registration of our shares of Common Stock under the Exchange Act, including ongoing expenses for compliance with the Sarbanes-Oxley Act, and other accounting, legal, printing and other miscellaneous costs associated with being a publicly traded company, which we estimate will be approximately $340,000 per year, which includes estimated executive and administrative time incurred in complying with public company requirements.
   
• The limited public trading volume and liquidity of our Common Stock.
   
• The ability of our management to focus on long-term growth without an undue emphasis on short-term financial results.
   
• The ability of our small stockholders (those holding fewer than 100 shares) to liquidate their holdings in us and receive a premium over market prices prevailing at the time of our public announcement of the Transaction, without incurring brokerage commissions.

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• the proposal to amend the Certificate of Incorporation to effect the Reverse Stock Split

• The affirmative vote of a majority of all of the shares outstanding and entitled to vote on this matter will be required for approval

• the proposal to amend the Certificate of Incorporation to effect the Forward Stock Split

• The affirmative vote of a majority of all of the shares outstanding and entitled to vote on this matter will be required for approval

• the election of five directors of the Company, each to serve until the next Annual Meeting of Stockholders and until his successor has been elected and qualified or until his earlier resignation or removal

• The affirmative vote of a plurality of the votes cast at the Meeting is required for the election of directors. A properly executed proxy marked “WITHHELD” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum. Thus, five directors with the most affirmative votes will be elected at the Meeting.

• the ratification of the appointment of McGladrey & Pullen, LLP as the Company’s independent auditors for the fiscal year ending December 26, 2009

• The affirmative vote of a majority of the votes cast at the Meeting will be required for approval.

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• a vote against the Reverse Stock Split proposal and a vote against the Forward Stock Split Proposal; and
   
• no effect on the proposal regarding the election of directors and ratification of our Audit Committee’s appointment of McGladrey & Pullen, LLP.

• a vote against the Reverse Stock Split proposal and a vote against the Forward Stock Split Proposal; and
   
• no effect on the proposal regarding the election of directors and ratification of our Audit Committee’s appointment of McGladrey & Pullen, LLP.

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• You may submit another proxy by fax or by signing, dating and returning a completed proxy card with a later date.
   
• You may send a timely written notice that you are revoking your proxy to the Company’s Secretary at 1221 Page Street, Kewanee, Illinois 61443.
   
• You may attend the Meeting and vote in person. Simply attending the meeting will not, by itself, revoke your proxy.

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• access to the public markets for purposes of raising capital and for acquisitions;
   
• access to public markets for liquidity purposes for our stockholders; and
   
• the prestige of being a publicly held company, which can be helpful in recruiting, attracting and retaining key officers, directors and staff.

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• Quarterly Reports on Form 10-Q;
   
• Annual Reports on Form 10-K;
   
• Proxy statements and annual stockholder reports as required by Regulation 14A under the Exchange Act; and
   
• Current Reports on Form 8-K.

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• Each share of Common Stock held of record by a stockholder owning fewer than 100 shares immediately prior to the effective time of the Reverse Stock Split will be converted into the right to receive $7.65 in cash (subject to any applicable U.S. federal, state and local withholding tax), without interest, per pre-split share.
   
• Each share of Common Stock held by a stockholder of record owning 100 shares or more immediately prior to the effective time of the Reverse Stock Split will continue to represent one share of Common Stock after completion of the Transaction.
   
• We expect to have fewer than 300 record holders of Common Stock following the Transaction and, therefore, to be eligible to terminate registration of our Common Stock with the SEC, which would terminate our obligation to continue filing annual and periodic reports and other filings required under the federal securities laws that are applicable to public companies and eliminate most of the expenses related to the disclosure, reporting and compliance requirements of the Sarbanes-Oxley Act.
   
• The Board of Directors anticipates that we will seek to have our Common Stock traded on the Pink Sheets; however, liquidity is likely to be limited due to the fact that we will no longer file the reports required by the Exchange Act.

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• our obligation to comply with the requirements of the proxy rules and to file proxy statements under Section 14 of the Exchange Act also will be suspended;
   
• our executive officers, directors and 10% stockholders no longer will be required to file reports relating to their transactions in our Common Stock with the SEC and no longer will be subject to the recovery of short-swing profits provisions of the Exchange Act; and
   
• persons acquiring more than 5% of our Common Stock no longer will be required to report their beneficial ownership under the Exchange Act.

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• a review of the following documents :

• the Company’s Annual Reports on Form 10-K and related financial information for the years ended December 2004 through December 2008;
   
• the Company’s Quarterly Reports on Form 10-Q and the related unaudited financial information for the periods ended March 28, 2009, June 27, 2009 and September 26, 2009;
   
• the Company’s Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 27, 2008 on Form 10-K/A;
   
• a draft of the Company’s proxy statement prepared in connection with the Transaction;
   
• certain information, including historical financial data and financial forecasts, relating to the business, earnings, cash flow, assets and prospects of the Company, furnished to TM Capital by the Company or publicly available;

• visited the Company, toured certain facilities and conducted discussions with members of senior management of the Company concerning its business and prospects;
   
• reviewed the historical market prices and trading activity of the Company’s common stock;
   
• compared certain financial and market information for the Company with that of selected publicly traded companies which TM Capital deemed to be relevant;
   
• compared the financial terms of the Transaction with those of certain other transactions which TM Capital deemed to be relevant;
   
• reviewed a liquidation analysis of the Company prepared by management; and
   
• reviewed such other financial studies and analyses and performed such other investigations and took into account such other matters as TM Capital deemed necessary, including its assessment of general economic, market and monetary conditions.

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• relied on the accuracy and completeness of all information supplied or otherwise made available to it by the Company;
   
• relied upon assurances of the management of the Company that it is unaware of any facts that would make the information provided incomplete or misleading;
   
• did not make any independent appraisal of the assets or liabilities of the Company; and
   
• assumed that any material liabilities (contingent or otherwise, known or unknown) of the Company are as set forth in the consolidated financial statements of the Company or have otherwise been disclosed by management.

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• Latest twelve month (“ LTM ”) EBITDA
   
• 2009 Estimated (“ 2009E ”) EBITDA
   
• Historical average EBITDA (for the LTM plus the latest three fiscal years)
   
• Latest twelve month (“ LTM ”) EBIT
   
• 2009E EBIT
   
• Historical average EBIT (for the LTM plus the latest three fiscal years)

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• Headquartered in the United States
   
• Traded on a United States exchange
   
• Announced a reverse stock split immediately followed by a forward stock split between November 2005 and December 2009
   
• Purpose of the stock split was to reduce the number of stockholders of record to under 300 in order to terminate its public company reporting status and “go dark”
   
• Market capitalization 1 day prior to announcement greater than $5 million
   
• Takeout payment price per share greater than $1.00

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• Appoint (and recommend that the Board submit for shareholder ratification), compensate and oversee the work of the public accounting firm engaged by the Company as its independent auditor. The independent auditor shall report directly to the Committee.
   
• Resolve any disagreements between management and the auditor regarding financial reporting.
   
• Pre-approve all auditing and non-audit services performed by the audit firm. The authority to grant pre-approvals may be delegated to one or more designated member of the Committee whose decisions will be presented tot the full Committee at its next regularly scheduled meeting. Approval of non-audit services will be disclosed in periodic reports as required by the SEC.
   
• Review with members of the public accounting firm selected as the Company’s independent auditor the scope of their prospective audit and such other matters pertaining to such audit as the Committee may deem appropriate.
   
• Receive from the independent auditor the report required by Independence Standards Board Standard No. 1 as in effect from time to time and discuss the report with the independent auditors. Discuss with the independent auditor the matters required to be discussed under Statement on Auditing Standards (SAS) No. 61, as amended by SAS No. 84 and SAS No. 90.

• Review and discuss with management and the independent auditor the annual and quarterly financial statements of the Company, including significant estimates made by management and any material changes in accounting principles or practices used in preparing the statements, prior to the filing of reports on Form 10K or Form 10Q with the SEC. Such review is to include (i) items required by SAS 61 as in effect from time to time for annual statements, and SAS 71 as in effect from time to time for quarterly statements, and (ii) all internal control reports. After review of the financials and the draft Form 10K, recommend to the Board of Directors whether the audited financial statements should be included in the Company’s annual report on Form 10K.
   
• Review disclosures made by the Company’s CEO and CFO as part of the Company’s certification process in filing periodic reports concerning internal controls.
   
• Prepare and deliver to the Board of Directors a report for inclusion in the Company’s annual proxy statement which summarizes the Committee’s activities in compliance with Item 7 of Schedule 14A and/or other applicable regulations of the Securities and Exchange Commission.
   
• Regularly report to the Board about Committee activities and issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, and the performance of the internal and independent auditors.

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• Review and assess the Company’s overall system of internal controls and accounting practices, including controls for detecting accounting and financial reporting errors, fraud, defalcations and legal violations and information technology security.
   
• Receive copies of the annual comments or recommendations from the Company’s independent auditor on accounting procedures and systems of control; receive and discuss management’s responses to such comments or recommendations; and review with the independent auditor any questions, comments or suggestions they may have relating to the internal controls, accounting practices or procedures of the Company or its subsidiaries.

• Review and advise on the selection and removal of the Company’s internal auditor or internal audit director and ensure there are no unjustified restrictions or limitations on the activities of the internal auditor.
   
• Review with management and the internal auditor the plans, activities and staffing for the internal audit function.

• Have the authority to conduct or authorize investigations into any matters within the scope of its responsibility.
   
• Retain independent counsel, accountants or others to advise the Committee or assist in the conduct of any investigation which it deems necessary.
   
• Establish procedures for and monitor the operation of a system for the confidential and anonymous receipt, retention and treatment of complaints regarding the Company's accounting, internal controls and auditing matters, as well as for the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters, all as may be required by the SEC.
   
• Perform such other duties and functions as may be assigned by the Board.

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