<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
---------------
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 1-10485
TYLER TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 75-2303920
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2800 West Mockingbird Lane
Dallas, Texas 75235
(Address of Principal Executive Offices)
(214) 902-5086
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
----------------------------- -----------------------
Common Stock, $0.01 Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
Yes [X] No [ ]
The aggregate market value of the voting stock (Common Stock) held by
non-affiliates of the Registrant on April 14, 2000 was approximately
$183,645,000.
The number of shares outstanding of the Registrant's Common Stock, as of
April 14, 2000 was: 43,340,687 shares of Common Stock, $0.01 par value.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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TYLER TECHNOLOGIES, INC.
Form 10-K/A
Amendment No. 1
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
PART III
<S> <C>
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT...........................................1
ITEM 11 - EXECUTIVE COMPENSATION.......................................................................3
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...............................6
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...............................................7
SIGNATURES.............................................................................................8
</TABLE>
<PAGE> 3
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following is a brief description of the directors and executive
officers of Tyler Technologies, Inc. ("Tyler" or the "Company"). Directors hold
office until the next annual meeting of stockholders or until their successors
are elected and qualified. Executive officers are elected by the Tyler Board at
its annual meeting and hold office until its next annual meeting or until their
successors are elected and qualified.
Directors and Executive Officers of Tyler
<TABLE>
<CAPTION>
Name / Age Present Position Served Since
- ---------- ---------------- ------------
<S> <C> <C>
Louis A. Waters, 61 Co-Chief Executive Officer 2000
Chairman of the Board 1997
John M. Yeaman, 59 Co-Chief Executive Officer 2000
President 1998
Director 1999
Theodore L. Bathurst, 50 Vice President and Chief Financial Officer 1998
Brian B. Berry, 44 Vice President - Corporate Development 1998
Brian K. Miller, 41 Vice President - Finance 1999
Treasurer 1997
John D. Woolf, 55 Senior Vice President - Administration 1999
William D. Oates, 59 Chairman of the Executive Committee and Director 1998
C.A. Rundell, Jr., 68 Director 1966
Ernest H. Lorch, 67 Director 1993
Frederick R. Meyer, 72 Director 1967
</TABLE>
Business Experience of Directors and Executive Officers
Louis A. Waters has been Chairman of the Board of the Company since October
1997, after being elected director of the Company in August 1997. In March 2000,
Mr. Waters was also elected Co-Chief Executive Officer of the Company. Mr.
Waters is a member of the Executive Committee and the Compensation Committee of
the Tyler Board. Mr. Waters was the founding Chairman of the Board and Chief
Executive Officer of Browning-Ferris Industries, Inc. ("BFI"). He recently
directed BFI's international activities, serving as Chairman and Chief Executive
Officer of BFI International, Inc. from 1991 to March 1997, at which time he
retired from full-time employment with BFI. From 1988 to March 1997, Mr. Waters
was Chairman of the BFI Finance Committee, and from 1980 through 1988, he was
Chairman of the BFI Executive Committee. Mr. Waters also served as Chairman of
the Board and Chief Executive Officer of BFI from 1969 through 1980. Mr. Waters
is also a director of Team, Inc.
John M. Yeaman is President and Co-Chief Executive Officer of the Company,
a position he has held since March 2000. From December 1998 until March 2000,
Mr. Yeaman was President and Chief Executive Officer of the Company. Since
September 1998 Mr. Yeaman has also served as President and Chief Executive
Officer of Business Resources Corporation, a subsidiary of the Company
("Resources"). Mr. Yeaman was elected to the Tyler Board in February 1999. Mr.
Yeaman was previously employed by Electronic Data Systems Corporation ("EDS"),
where he served as the director of a worldwide Strategic Support Unit managing
$2 billion in real estate assets. Prior to that position, Mr. Yeaman had been
associated with EDS as a service provider since 1980. Mr. Yeaman began his
career with Eastman Kodak Company. Mr. Yeaman also serves on the Board of
Directors of Eagle National Bank in Dallas.
Theodore L. Bathurst has been Vice President and Chief Financial Officer of
the Company since October 1998. Mr. Bathurst was previously an audit partner in
the Dallas office of KPMG Peat Marwick LLP ("KPMG"), where he served as
engagement partner on the accounts of a variety of information, communications,
and high technology companies. Mr. Bathurst was also designated by KPMG as a
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Securities and Exchange Commission ("SEC") partner responsible for the review of
filings made by public companies with the SEC. Mr. Bathurst, a certified public
accountant, serves as a board member of the Texas Society of CPAs.
Brian B. Berry has been Vice President-Corporate Development of the Company
since August 1998. Mr. Berry is one of the founders of The Software Group, a
subsidiary of the Company ("TSG"), and has served as an officer and director of
TSG with various responsibilities since its inception in 1981, most recently as
Vice President.
Brian K. Miller has been Vice President - Finance and Treasurer of the
Company since May 1999 and was Vice President - Chief Accounting Officer and
Treasurer of the Company from December 1997 to April 1999. From June 1986
through December 1997, Mr. Miller held various senior financial management
positions at Metro Airlines, Inc. ("Metro"), a regional airline holding company.
Mr. Miller was Chief Financial Officer of Metro from May 1991 to December 1997
and also held the office of President of Metro from January 1993 to December
1997. From March 1994 to November 1995, Mr. Miller also held the position of
Vice President and Chief Financial Officer of Lone Star Airlines, a regional
airline. Mr. Miller is a certified public accountant.
John D. Woolf has been Senior Vice President - Administration of the
Company since December 1999. Mr. Woolf has also served as Executive Vice
President and Chief Financial Officer of Resources since November 1994. Mr.
Woolf is a certified public accountant.
William D. Oates has been Chairman of the Board of Resources since its
inception in 1993 and was President of Resources from 1993 until September 1998.
Mr. Oates was appointed director of the Company in February 1998 following the
Company's acquisition of Resources and is Chairman of the Executive Committee of
the Tyler Board. From 1987 through 1994, Mr. Oates acquired or formed and served
as President or a principal executive officer of American Title Company of
Dallas, Austin Title Company, Commercial Abstract and Title Company, and other
title insurance agencies in Texas, as well as a title insurance underwriting
company. Mr. Oates held these companies through American Title Company of
Dallas, of which he was the principal owner and President until his sale of the
company in November 1994.
C. A. Rundell, Jr. has been a director of the Company since 1966 and is a
member of the Executive Committee of the Tyler Board. Mr. Rundell served as
President and Chief Executive Officer of the Company from October 1997 to
December 1998, as Chairman of the Board from October 1996 to October 1997, and
Interim Chief Executive Officer of the Company from October 1996 to March 1997.
Mr. Rundell has been Chairman of the Board of NCI Building Systems, Inc. since
April 1989 and Chairman of the Board of Integrated Security Systems, Inc. since
March 1999. He is also a director of Dain Rauscher Corporation, Tandy Brands
Accessories, Inc., Renaissance US Growth and Income Trust PLC, and Renaissance
Capital Growth and Income Fund III, Inc.
Ernest H. Lorch is counsel to the law firm of Whitman Breed Abbott & Morgan
LLP, a position he has held since December 1992. Mr. Lorch retired as Chairman
of the Board and Chief Executive Officer of Dyson-Kissner-Moran Corporation
("DKM"), a private investment company, in December 1992, a position he held
since January 1990. Mr. Lorch was President and Chief Operating Officer of DKM
from June 1984 to January 1990. He was also Senior Chairman of the Board of
Varlen Corporation until 1999 when Varlen was acquired by a third party. Mr.
Lorch was elected to the Tyler Board in October 1993, and he serves as a member
of the Compensation Committee and the Audit Committee of the Tyler Board.
Frederick R. Meyer has been Chairman of the Board of Aladdin Industries,
Inc., a diversified company principally engaged in the manufacture of
thermosware and related products since July 1985. Mr. Meyer has also been
President and Chief Executive Officer of Aladdin Industries, Inc. from October
1995 to present and from May 1987 to September 1994. Mr. Meyer served as
President of Tyler from August 1983 through December 1986. Mr. Meyer has been a
director of the Company since 1967 and is a member of the Compensation Committee
and the Audit Committee of the Tyler Board. He is also a director of Palm Harbor
Homes, Inc., and Southwest Securities Group, Inc.
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ITEM 11 - EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information regarding compensation
paid for all services rendered to the Company and its subsidiaries in all
capacities during fiscal years 1999, 1998, and 1997 by the Company's Chief
Executive Officer and the four other most highly compensated executive officers
of the Company whose total annual salary and bonus earned during fiscal year
1999 exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION AWARDS
---------------------------------------- -----------------------------
OTHER SECURITIES
ANNUAL RESTRICTED UNDERLYING
NAME AND PRINCIPAL COMPEN- STOCK OPTIONS/ ALL OTHER
POSITION YEAR SALARY BONUS SATION(1) AWARDS SARs COMPENSATION(2)
- ------------------ ---- -------- -------- --------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
John M. Yeaman 1999 $225,000 $200,000 -- -- 25,000 --
President and 1998 76,302(3) 100,000 -- -- 250,000 --
Co-Chief Executive
Officer of the
Company
Theodore L. Bathurst 1999 252,400 125,000 -- -- 15,000 --
Vice President and 1998 57,841(4) 40,000 -- -- 250,000 --
Chief Financial
Officer of the
Company
Brian B. Berry 1999 202,000 253,200(5) -- -- -- $ 3,200
Vice 1998 172,945(6) 100,000 -- -- -- 1,631
President of
Corporate
Development of
the Company and
Vice President of
TSG
William D. Oates 1999 180,000 188,000 -- -- -- --
Chairman of the 1998 157,083(7) -- -- -- -- --
Executive
Committee of the
Company and of
Resources
John D. Woolf 1999 129,000 145,000(5) -- -- 25,000 --
Senior Vice 1998 103,890(7) 50,000 -- -- -- --
President -
Administration of
the Company and
Executive Vice
President and
Chief Financial
Officer of
Resources
</TABLE>
- --------------
(1) Certain of the Company's executive officers receive personal benefits in
addition to salary. The aggregate amount of the personal benefits, however,
does not exceed the lesser of $50,000 or 10% of the total annual salary for
the named executive officer and therefore has been omitted.
(2) Employer contributions to a Profit Sharing Plan.
(3) Employment commenced in September 1998.
(4) Employment commenced in October 1998.
(5) Bonus compensation relates to services provided to the Company as well as
certain operating subsidiaries.
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<PAGE> 6
(6) Salary since the acquisition of TSG on February 19, 1998.
(7) Salary since the acquisition of Resources on February 19, 1998.
OPTION/SAR GRANTS IN 1999
The following table shows stock option grants during 1999 to the Named Executive
Officers:
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE GRANT DATE
OPTION/SARs EMPLOYEES IN PRICE PER EXPIRATION PRESENT
NAME GRANTED FISCAL YEAR SHARE DATE VALUE $(1)
- ------------------------------ ----------- ---------------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C>
John M. Yeaman(2) ............ 25,000 2% 3.875 4/14/09 $ 68,750
Theodore L. Bathurst(3) ...... 15,000 1% 3.875 4/14/09 $ 41,250
Brian B. Berry ............... -- -- -- -- --
William D. Oates ............. -- -- -- -- --
John D. Woolf ................ 25,000 2% 3.875 4/14/09 $ 68,750
</TABLE>
- ----------------------
(1) The present value was determined using the Black-Scholes option-pricing
model, assuming an expected life of seven years and a dividend yield of $0.
In addition, expected volatility and risk-free interest rate, were assumed
to be .70 and 5.3%, respectively.
(2) Includes 3 options granted as incentive stock options and 24,997 options
granted as non-qualified stock options.
(3) Includes 3 options granted as incentive stock options and 14,997 options
granted as non-qualified stock options.
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OPTION/SAR EXERCISES DURING 1999 AND YEAR-END OPTION/SAR VALUES
The following table shows stock option exercises during 1999 by each of the
named executive officers and the value of unexercised options at December 31,
1999:
<TABLE>
<CAPTION>
Value of Unexercised
Number of In-the-Money
Number Unexercised Options/SARs at Options/SARs at
of December 31, 1999(1) December 31, 1999(2)
Shares Value --------------------------- -------------------------
Name Exercised Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ---------------------------- --------- --------- --------------------------- -------------------------
<S> <C> <C> <C> <C>
John M. Yeaman.............. 58,333 / 216,667 $16,666 / $39,584
Theodore L. Bathurst........ 5,000 $9,687 50,000 / 210,000 $ -- / $16,250
Brian B. Berry.............. -- --
William D. Oates............ -- --
John D. Woolf............... 8,333 / 16,667 $13,541 / $27,084
</TABLE>
- ---------------------------
(1) As of December 31, 1999, options to purchase an aggregate of 3,417,583
shares of Common Stock were outstanding with a weighted average exercise
price per share of $5.55 and expiring between January 27, 2005 and November
4, 2009.
(2) Amount is based on a year-end market value of $5.50 per share. Theodore L.
Bathurst's exercise price exceeded the year-end market value for 50,000
exercisable shares and 200,000 unexercisable shares.
COMPENSATION OF DIRECTORS
Each non-employee director receives an annual fee of $15,000, plus $1,000
for each Tyler Board meeting and $500 for each committee meeting attended.
EMPLOYMENT CONTRACTS
On October 7, 1998, the Company entered into an employment agreement with
Theodore L. Bathurst, which provides that the Company pay Mr. Bathurst for his
services as Vice President and Chief Financial Officer of the Company a salary
of $250,000 and a minimum guaranteed bonus of $37,500 for 1998. Mr. Bathurst
will participate in performance bonus or incentive compensation plans made
available to comparable level employees of the Company and its subsidiaries and
receive all employee benefits and perquisites normally offered to the executive
employees of the Company. In addition, the Company granted Mr. Bathurst options
to purchase 250,000 shares of Common Stock (77,665 of which are incentive stock
options and 172,335 of which are non-qualified stock options) at $6.44 per
share, the closing price on October 7, 1998. The incentive and non-qualified
stock options will vest ratably on each October 7, 1999-2003. The agreement also
provides for a severance payment equal to one year of his then current base
salary if he is terminated for any reason other than cause, as specified in the
agreement.
Effective February 19, 1998, the Company entered into an employment,
confidentiality, non-solicitation, and non-competition agreement with Brian B.
Berry, which provides that the Company will pay Mr. Berry a salary of at least
$200,000 per year for his services to the Company. In addition, Mr. Berry is
eligible to participate in performance bonus or incentive compensation plans
made available to comparable level employees of the Company and its
subsidiaries. Mr. Berry will also receive all employee benefits and perquisites
normally offered to executive employees. The employment and confidentiality
portions of the agreement expire February 19, 2003, and the non-solicitation and
non-competition portions of the agreement expire the later of February 19, 2003
or the second anniversary of Mr. Berry's termination.
Effective February 19, 1998, the Company entered into an employment,
confidentiality, non-solicitation, and non-competition agreement with William D.
Oates, which provides that the Company will pay Mr. Oates a salary of at least
$200,000 per year for his services to the Company. In addition, Mr. Oates is
eligible to participate in performance bonus or incentive compensation plans
made available to comparable level employees of the Company and its
subsidiaries. Mr. Oates will also receive all employee
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<PAGE> 8
benefits and perquisites normally offered to executive employees. The employment
and confidentiality portions of the agreement expire February 19, 2001, and the
non-solicitation and non-competition portions of the agreement expire the later
of February 19, 2003 or the third anniversary of Mr. Oates' termination.
Effective January 1, 1998, the Company entered into an employment agreement
with John D. Woolf which expires December 31, 2004. The agreement provides that
the Company pay Mr. Woolf an annual base salary of at least $120,000. In
addition, Mr. Woolf is eligible to participate in performance bonus or incentive
compensation plans made available to comparable level employees of the Company
and its subsidiaries. Mr. Woolf also receives all employee benefits and
perquisites normally offered to the executive employees. The agreement also
provides that, in the event Mr. Woolf is terminated for any reason other than
cause, as specified in the agreement, he will continue to be paid his base
salary for the remaining term of the agreement.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Members of the Compensation Committee of the Tyler Board are Ernest H.
Lorch, Frederick R. Meyer, and Louis A. Waters. Mr. Waters is Co-Chief Executive
Officer of the Company and Mr. Meyer was previously an officer of the Company.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the
beneficial ownership of the Company's Common Stock as of April 14, 2000 by (i)
each of the "Named Executive Officers" (as defined in Regulation S-K of the
Securities Act of 1933, as amended), (ii) each director of Tyler, (iii) each
beneficial owner of more than 5% of the outstanding shares of Common Stock, and
(iv) all executive officers and directors of Tyler as a group.
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Amount and Nature of Ownership Percent of Class (1)(2)
- ------------------------------------ ------------------------------ -----------------------
<S> <C> <C>
William D. Oates 7,751,000(3) 17.9%
2800 W. Mockingbird Lane
Dallas, Texas 75235
Louis A. Waters 2,509,900(4) 5.5%
520 Post Oak Boulevard, Suite 850
Houston, Texas 77027
Brian B. Berry 717,544(5) 1.7%
C.A. Rundell, Jr. 536,943(6) 1.2%
John M. Yeaman 490,517(7) 1.1%
Frederick R. Meyer 201,249(8) *
John D. Woolf 166,667(9) *
Theodore L. Bathurst 60,000(10) *
Ernest H. Lorch 50,000 *
All directors and executive officers as a group (10 persons) 12,566,454(11) 27.3%
</TABLE>
- -----------------------------
* Less than one percent of the outstanding Common Stock
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(1) Reported in accordance with the beneficial ownership rules of the SEC.
Unless otherwise noted, the stockholders listed in the table have both sole
voting power and sole investment power with respect to such shares, subject
to community property laws where applicable and the information contained
in the other footnotes to the table.
(2) Based on 43,340,687 shares of Common Stock outstanding at April 14, 2000.
Each owner's percentage is calculated by dividing (a) the number of shares
beneficially held by such owner by (b) the sum of (i) 43,340,687 plus (ii)
the number of shares such owner has the right to acquire within sixty days.
(3) Includes beneficial ownership of 1,600,000 shares of Common Stock over
which Mr. Oates has sole voting power, but no investment power, pursuant to
collateral pledge agreements securing payment for the sale of such shares.
(4) Includes beneficial ownership of 2,000,000 shares of Common Stock subject
to a warrant issued to Richmond Partners, Ltd. at an exercise price of
$2.50 per share. Mr. Waters is the sole general partner of Richmond and
deemed the beneficial owner of these shares.
(5) Includes beneficial ownership of 68,700 shares of Common Stock held in a
foundation in which Mr. Berry is deemed to have sole voting power.
(6) Includes beneficial ownership of 395,764 shares of Common Stock issuable
upon the exercise of stock options granted pursuant to the Tyler Option
Plan that are exercisable within sixty days, beneficial ownership of 20,000
shares of Common Stock held in a foundation in which Mr. Rundell has sole
voting power, and 4,969 shares of Common Stock held in an individual
retirement account in which Mr. Rundell has sole voting power.
(7) Includes beneficial ownership of 66,667 shares of Common Stock issuable
upon the exercise of stock options granted pursuant to the Tyler Option
Plan that are exercisable within sixty days and 7,300 shares of Common
Stock owned by a foundation in which Mr. Yeaman is deemed to have shared
voting power.
(8) Includes beneficial ownership of 60,000 shares of Common Stock held in an
individual retirement account in which Mr. Meyer has sole voting power.
(9) Includes beneficial ownership of 16,667 shares of Common Stock issuable
upon the exercise of stock options granted pursuant to the Tyler Option
Plan that are exercisable within sixty days.
(10) Includes beneficial ownership of 55,000 shares of Common Stock issuable
upon the exercise of stock options granted pursuant to the Tyler Option
Plan that are exercisable within sixty days.
(11) Includes 2,000,000 shares of Common Stock subject to a warrant, 570,765
shares of Common Stock that are issuable upon the exercise of stock options
granted pursuant to the Tyler Option Plan that are exercisable within sixty
days, and 1,760,969 shares of Common Stock held in foundation, individual
retirement accounts, and other arrangements in which named persons have
sole or shared voting power.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Periodically during 1999, the Company leased a private airplane owned
by William D. Oates for business related trips, for which payments aggregated
approximately $133,000. Mr. Oates is Chairman of the Executive Committee of the
Tyler Board and a director of the Company.
On December 9, 1998, the Company entered into an employment agreement
with C.A. Rundell, Jr., which superseded the agreement dated October 8, 1997.
Pursuant to this agreement, Mr. Rundell resigned as President and Chief
Executive Officer of the Company, but remained as an employee director and
member of the Executive Committee of the Company and was appointed Chairman of
Forest City Auto Parts Company ("FCAP"). As Chairman of FCAP, Mr. Rundell's
duties consisted of the development and implementation of a strategy to maximize
the shareholder value of FCAP through the sale or liquidation of all or
substantially all of FCAP. FCAP was subsequently sold in March of 1999 and Mr.
Rundell received total cash compensation of $315,000 for his services in
connection with this transaction. In addition, Mr. Rundell vested in 75,000
shares of restricted Tyler common stock originally granted to him under the
October 8, 1997 agreement upon the closing of the sale of FCAP.
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<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
TYLER TECHNOLOGIES, INC.
By: /s/ Theodore L. Bathurst
-----------------------------------------------
Theodore L. Bathurst
Vice President and Chief Financial Officer
(principal financial officer and an authorized
signatory)
By: /s/ Terri L. Alford
-----------------------------------------------
Terri L. Alford
Controller
(principal accounting officer and an authorized
signatory)
8
