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CUSIP NO. 31769Q-10-8 Page 1 of 33 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Financial Services Acquisition Corporation
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
31769Q-10-8
(CUSIP Number)
Alistair H. Johnstone
c/o Euro Brokers Investment Corporation
Two World Trade Center, Suite 8400
New York, New York 10048
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 16, 1996
(Date of Event Which Requires
Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [X].
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CUSIP NO. 31769Q-10-8 Page 2 of 33 Pages
1) Name of Reporting Person Alistair H. Johnstone
S.S. or I.R.S. Identification
No. of Above Person
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds OO
- --------------------------------------------------------------------------------
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
6) Citizenship or Place
of Organization United States
- --------------------------------------------------------------------------------
Number of 7) Sole Voting 865,864 shares of
Shares Beneficially Power Common Stock,
Owned by Each including shares
Reporting Person issuable upon
exercise of
Warrants
-------------------------------------------------
8) Shared Voting
Power -0-
-------------------------------------------------
9) Sole Dispositive 865,864 shares of
Power Common Stock,
including shares
issuable upon
exercise of
Warrants
-------------------------------------------------
10) Shared Dispositive
Power -0-
-------------------------------------------------
11) Aggregate Amount Beneficially 865,864 shares of
Owned by Each Reporting Person Common Stock,
including shares
issuable upon
exercise of
Warrants
- --------------------------------------------------------------------------------
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
- --------------------------------------------------------------------------------
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CUSIP NO. 31769Q-10-8 Page 3 of 33 Pages
13) Percent of Class
Represented by 9.1%
Amount in Row (11)
- --------------------------------------------------------------------------------
14) Type of Reporting
Person IN
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CUSIP NO. 31769Q-10-8 Page 4 of 33 Pages
Schedule 13D
Item 1. Security and Issuer.
This statement relates to the Common Stock, $.001 par value (the
"Common Stock"), of Financial Services Acquisition Corporation, a Delaware
corporation ("FSAC" or the "Issuer"). The principal executive offices of the
Issuer are located at 667 Madison Avenue, New York, New York 10021.
Item 2. Identity and Background.
(a) This statement is being filed by Alistair H. Johnstone (the
"Reporting Person").
(b) The business address of the Reporting Person is c/o Euro Brokers
Investment Corporation, Two World Trade Center, Suite 8400, New York, New York
10048.
(c) The present principal occupation of the Reporting Person is
Executive Vice President of Euro Brokers Investment Corporation.
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Person has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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.
Item 3. Source and Amount of Funds and Other Consideration.
This statement relates to the acquisition by the Reporting Person of
323,160 shares of Common Stock and 542,704 Series B Redeemable Common Stock
Purchase Warrants of the Issuer (the "Warrants") pursuant to an Agreement and
Plan of Merger dated as of March 8, 1996, as amended, by and among the Issuer,
EBIC Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of
the Issuer ("Merger Sub"), and Euro Brokers Investment Corporation, a Delaware
corporation ("EBIC") (the "Merger Agreement"). The Merger Agreement is
incorporated as Exhibit A hereto by reference to Exhibit 2.1 to the Quarterly
Report on Form 10-Q dated May 15, 1996 of the Issuer (File No. 0-25056)(the
"Form 10-Q"), and any description thereof is qualified in its entirety by
reference thereto.
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CUSIP NO. 31769Q-10-8 Page 5 of 33 Pages
In accordance with the provisions of the Merger Agreement, Merger Sub
merged with and into EBIC (the "Merger"), upon which the separate existence of
Merger Sub ceased, leaving EBIC as the surviving corporation and a wholly-owned
subsidiary of the Issuer. The Merger became effective on August 16, 1996. Upon
effectiveness of the Merger, each share of Class B Common Stock, $.001 par
value, of EBIC ("EBIC Common Stock") was converted into the right to receive (i)
2.6959212 shares of Common Stock, subject to certain escrow arrangements, (ii)
4.5274405 Warrants and (iii) $13.1365664 in cash, also subject to certain escrow
arrangements. Additional cash payments were also made to EBIC shareholders in
lieu of fractional shares of Common Stock and Warrants. Each Warrant entitles
the holder thereof to purchase one share of Common Stock for $5.00. The Warrants
are exercisable immediately and expire on November 30, 2001. The Common Stock
and Warrants issued in the Merger were registered under the Securities Act of
1933, as amended, pursuant to a Registration Statement on Form S-4 filed by the
Issuer with the Securities and Exchange Commission on June 25, 1996 (SEC
Registration No. 333-06753) (the "Form S-4").
Item 4. Purpose of Transaction.
The purpose of the transaction described in Item 3 above was to effect
the acquisition of EBIC by the Issuer.
Item 5. Interest in Securities of the Issuer.
(a) Based on a total of 9,011,332 shares of Common Stock outstanding
after the Merger, and giving effect to the exercise of all presently-exercisable
Warrants held by the Reporting Person, the Reporting Person owns 865,864 shares
of Common Stock, or approximately 9.1% of the Common Stock outstanding.
(b) The Reporting Person has the sole power to vote or direct the
voting of and to dispose or direct the disposition of the securities referred to
in paragraph (a) above.
(c) Except as described in this statement, the Reporting Person has not
effected any transaction in the Issuer's securities in the past 60 days.
(d) No other person has the power to direct the receipt of dividends on
or the proceeds of sales of the securities of the Issuer owned by the Reporting
Person.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
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CUSIP NO. 31769Q-10-8 Page 6 of 33 Pages
In accordance with the terms of the Merger Agreement, ten percent of
the shares of Common Stock that were received as consideration for the Merger
were placed in escrow for one year, subject to certain indemnification and other
obligations, pursuant to an escrow agreement (the "Escrow Agreement"). A Form of
Escrow Agreement is incorporated as Exhibit B hereto by reference to Exhibit 2.4
to the Form 10-Q, and any description thereof is qualified in its entirety by
reference thereto.
The Reporting Person also entered into a letter agreement dated August
16, 1996 (the "Affiliate Letter") with the Issuer. Each person executing an
Affiliate Letter agreed, among other things, that any disposition of securities
of the Issuer must be registered under the Securities Act of 1933, as amended
(the "Act"), or made in conformity with Rule 145 thereunder. A Form of Affiliate
Letter is incorporated as Exhibit C hereto by reference to Exhibit 10.12 to the
Form S-4, and any description thereof is qualified in its entirety by reference
thereto. In addition, a Registration Rights Agreement by and among the Issuer
and the stockholders named therein, including the Reporting Person (the
"Registration Rights Agreement"), was entered into, granting certain rights to
registration under the Act with respect to the securities of the Issuer
specified therein. A copy of the Registration Rights Agreement is annexed hereto
as Exhibit D, and any description thereof is qualified in its entirety by
reference thereto.
According to the terms of the Merger Agreement, it is contemplated that
as soon as reasonably practicable following consummation of the Merger, subject
to the advice of its financial advisors, the Issuer will commence an exchange
offer to acquire all Warrants that are outstanding, including those issued in
the Merger, in exchange for Common Stock (the "Exchange Offer"). In connection
therewith, the Reporting Person entered into a Security Transfer Agreement with
the Issuer (the "Security Transfer Agreement"), which obligates the Reporting
Person to tender for exchange a proportionate number of Warrants. Pursuant to
the Security Transfer Agreement the Reporting Person also agreed not to sell,
pledge, encumber, dispose, grant a security interest in or otherwise dispose of
or transfer any securities of the Issuer for the period commencing with the
effectiveness of the Merger and ending on November 30, 1996, notwithstanding the
obligation to participate in the Exchange Offer. A Form of Security Transfer
Agreement is incorporated as Exhibit E hereto by reference to Exhibit 2.2 to the
Form 10-Q, and any description thereof is qualified in its entirety by reference
thereto.
Item 7. Material to Be Filed as Exhibits.
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CUSIP NO. 31769Q-10-8 Page 7 of 33 Pages
Exhibit A - Merger Agreement (Incorporated by Reference to
Exhibit 2.1 to the Form 10-Q)
Exhibit B - Escrow Agreement (Incorporated by Reference to
Exhibit 2.4 to the Form 10-Q)
Exhibit C - Affiliate Letter (Incorporated by Reference to
Exhibit 10.12 to the Form S-4)
Exhibit D - Registration Rights Agreement (Appears at Page 9)
Exhibit E - Security Transfer Agreement (Incorporated by
Reference to Exhibit 2.2 to the Form 10-Q)
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CUSIP NO. 31769Q-10-8 Page 8 of 33 Pages
Signature
After reasonable 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.
/s/ Alistair H. Johnstone
------------------------------
Alistair H. Johnstone
Dated: August 23, 1996
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CUSIP NO. 31769Q-10-8 Page 9 of 33 Pages
EXHIBIT D
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
___________________, 1996, by and among Financial Services Acquisition
Corporation, a Delaware corporation (the "Company"), and the stockholders listed
on Annexes I, II and III hereto and signatory hereto (the "Stockholders").
WHEREAS, the Company has entered into an Agreement and Plan of Merger,
dated as of March 8, 1996 (the "Merger Agreement"), with EBIC Acquisition Corp.,
a Delaware corporation and a wholly owned subsidiary of the Company ("Sub"), and
Euro Brokers Investment Corporation, a Delaware corporation ("Euro Brokers"),
providing for, among other things, the merger (the "Merger") of Sub with and
into Euro Brokers; and
WHEREAS, this Agreement is being entered into in connection with and as
a condition to the parties thereto closing the Merger and the other transactions
contemplated under the Merger Agreement;
NOW THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the parties signatory hereto agree as follows:
1. Certain Definitions. As used herein, the following terms shall have
the following respective meanings:
"Commission" shall mean the Securities and Exchange Commission, or any
other federal agency at the time administering the Securities Act.
"Common Stock" shall mean the Common Stock, $.001 par value, of the
Company as constituted as of the date of this Agreement, subject to
adjustment pursuant to the provisions of Section 7 hereof.
"EBIC Management Shares" shall mean (i) all shares of Common Stock
(including without limitation the Merger Escrow Shares and any shares of
Common Stock issued in respect of New Options (as defined in the Merger
Agreement)) issued to
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CUSIP NO. 31769Q-10-8 Page 10 of 33 Pages
the EBIC Management Stockholders in connection with the Merger and (ii) any
additional shares of Common Stock issued in respect of the Merger Warrants
held by the EBIC Management Stockholders (including any Warrants issued as
part of the New Options), whether upon exercise thereof pursuant to their
terms, upon the exchange thereof pursuant to the Exchange Offer (as defined
in the Merger Agreement) or otherwise.
"EBIC Management Stockholders" shall mean those persons listed on Annex
II hereto.
"Exchange Act" shall mean the Securities Exchange Act of 1934 or any
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Existing Registration Obligations" shall mean (i) the registration
obligations of the Company under that certain Warrant Agreement, dated
November 30, 1994, between the Company and Continental Stock Transfer Trust
Company, and (ii) the registration obligations of the Company under that
certain Unit Purchase Option, dated November 30, 1994 and granted by the
Company to certain persons and entities.
"FSAC Management Escrow Shares" shall mean all 833,333 FSAC Management
Shares that have been deposited in escrow pursuant to the terms of that
certain Stock Escrow Agreement, dated November 30, 1994, between the
Company, Continental Stock Transfer & Trust Company and the FSAC Management
Stockholders.
"FSAC Management Shares" shall mean (i) the aggregate 1,430,333 shares
of Common Stock currently held by the Management Stockholders (including
the FSAC Management Escrow Shares) and (ii) any additional shares of Common
Stock issued in respect of the conversion, pursuant to their terms, or the
exchange, pursuant to the Exchange Offer (as defined in the Merger
Agreement) or otherwise, of the FSAC Management Warrants.
"FSAC Management Stockholders" shall mean those persons listed on Annex
III hereto.
"FSAC Management Warrants" shall mean (i) the aggregate 1,399,000
Warrants currently held by the FSAC Management Stockholders and (ii) any
securities (other than Common Stock) issued upon exchange, adjustment or
transfer of any such Warrants.
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CUSIP NO. 31769Q-10-8 Page 11 of 33 Pages
"Investor Shares" shall mean (i) all shares of Common Stock (including
without limitation the Merger Escrow Shares and any shares of Common Stock
issued in respect of New Options) issued to the Investor Stockholders in
connection with the Merger and (ii) any additional shares of Common Stock
issued in respect of the Merger Warrants held by the Investor Stockholders
(including any Warrants issued as part of the New Options), whether upon
the exercise thereof pursuant to their terms, upon the exchange thereof
pursuant to the Exchange Offer (as defined in the Merger Agreement) or
otherwise.
"Investor Stockholders" shall mean those persons listed on Annex I
hereto.
"Management Shares" shall mean, collectively, the EBIC Management
Shares and the FSAC Management Shares.
"Management Stockholders" shall mean, collectively, the EBIC Management
Stockholders and the FSAC Management Stockholders.
"Merger Escrow Shares" shall mean all Investor Shares and EBIC
Management Shares that, pursuant to the terms of the Merger Agreement and
that certain Escrow Agreement, dated as of March 8, 1996, among the
Company, Sub, Euro Brokers, United States Trust Company of New York, as
escrow agent, and certain others, have been deposited into escrow to pay,
if applicable, certain indemnification and other obligations arising under
the Merger Agreement.
"Merger Warrants" shall mean (i) all Warrants issued to the Investor
Stockholders and the EBIC Management Stockholders in connection with the
Merger and (ii) any securities (other than Common Stock) issued upon
exchange, adjustment or transfer of any such Warrants.
"Public Sale" shall mean any sale or other disposition of Common Stock
to the public pursuant to an offering registered under the Securities Act
or pursuant to the provisions of Rule 144 (or any successor or similar
rule) adopted under the Securities Act.
"Registrable Stock" shall mean the Investor Shares, the Management
Shares and any securities issued upon exchange, adjustment or transfer of
any of such shares, subject to adjustment pursuant to the provisions of
Section 7 hereof, provided, however, that neither the Merger Escrow Shares
nor the FSAC Management Escrow Shares shall be deemed to constitute shares
of Registrable Stock for purposes of the regis-
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CUSIP NO. 31769Q-10-8 Page 12 of 33 Pages
tration rights granted pursuant to Sections 2 or 3 below until such time as
such shares shall have been released from escrow. As to any particular
Registrable Stock, such securities shall cease to be Registrable Stock when
they have been sold or otherwise disposed of pursuant to a Public Sale.
"Registration Expenses" shall mean the expenses so described in Section
5 hereof.
"Securities Act" shall mean the Securities Act of 1933 or any similar
federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Selling Expenses" shall mean the expenses so described in Section 5
hereof.
"Warrants" shall mean the Redeemable Common Stock Purchase Warrants of
the Company.
2. Required Registration.
(a) At any time after October 1, 1996, (i) in the case of the first such
request, the holders of Investor Shares representing at least a majority of the
total outstanding Investor Shares constituting Registrable Stock at such time,
and (ii) in the case of the second such request, the holders of at least a
majority of the total outstanding Registrable Stock at such time, may request
the Company to register under the Securities Act all or any portion of the
Registrable Stock held by such requesting holder or holders for sale in the
manner specified in such notice, provided, however, that (x) the only securities
which the Company shall be required to register pursuant hereto shall be shares
of Common Stock and (y) the Company shall take all necessary steps to ensure
that the first registration of Registrable Stock pursuant to a request made
under this Section 2 is not declared or deemed effective by the Commission prior
to November 30, 1996.
(b) Promptly following receipt of any notice under paragraph (a) above, the
Company shall notify each holder of Management Shares and any other holders of
Registrable Stock of whom the Company is aware from whom notice has not been
received and shall, subject to the proviso to said paragraph (a), use its best
efforts to register under the Securities Act, for Public Sale in accordance with
the method of disposition specified in such notice from requesting holders, the
number of shares of Registrable Stock specified in such notice (and in any
notices received from other holders pursuant to this paragraph (b) within 20
days
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CUSIP NO. 31769Q-10-8 Page 13 of 33 Pages
after their receipt of such notice from the Company). If the holders of a
majority of the Registrable Stock requesting registration specify an
underwritten public offering, the Company shall designate the managing
underwriter of such offering, subject to the approval of the holders of a
majority of the Registrable Stock covered by the offering, which approval shall
not be unreasonably withheld. The Company shall be obligated to register
Registrable Stock pursuant to this Section 2 on two occasions only.
Notwithstanding anything to the contrary contained herein, the obligation of the
Company under this Section 2 shall be deemed satisfied only when a registration
statement covering all shares of Registrable Stock specified in notices received
as aforesaid, for sale in accordance with the method of disposition (subject to
clauses (i) and (ii) of paragraph (d) below) specified by the requesting
holders, shall have become effective and, if such method of disposition is a
firm commitment underwritten public offering, all such shares shall have been
sold pursuant thereto.
(c) The Company shall be entitled to include in any registration statement
referred to in this Section 2, for sale in accordance with the method of
disposition specified by the requesting holders, shares of Common Stock to be
sold by the Company for its own account, except as and to the extent that, in
the opinion of the managing underwriter (if such method of disposition shall be
an underwritten public offering), such inclusion would adversely affect the
marketing of the Registrable Stock to be sold. Except as provided in this
paragraph (c), the Company will not effect any registration of its Common Stock
to be sold for cash for its own account from the date of receipt of a notice
from requesting holders pursuant to this Section 2 until the completion of the
period of distribution of the registration contemplated thereby or withdrawal of
the registration.
(d) Notwithstanding anything to the contrary contained in this Section 2:
(i) The number of Management Shares included in the Registrable Stock
to be included in any registration statement referred to in this Section 2
for which the requested method of disposition is an underwritten public
offering may be reduced (pro rata among the requesting holders of
Management Shares based upon the number of Management Shares so requested
to be registered) if and to the extent that in the opinion of the managing
underwriter, such inclusion would adversely affect the marketing of the
Registrable Stock to be sold, provided, however, that if the Company has
determined to include in such registration statement shares of Common Stock
to be sold for its own account, as contemplated by Section 2(c) above, any
reduction shall first be made, if
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CUSIP NO. 31769Q-10-8 Page 14 of 33 Pages
and to the extent necessary, from such shares (including a reduction to
zero) before any reduction is made from the shares requested to be
registered by the requesting holders of Management Shares.
(ii) The number of shares of Registrable Stock to be included in any
registration statement referred to in this Section 2 for which the method
of disposition is other than an underwritten public offering shall not,
prior to June 30, 1997, exceed a number equal to 50% of the number of
shares of Registrable Stock then outstanding, provided, however, that such
limitation shall not apply if, at any time prior to the request for such
registration, the product obtained by multiplying (x) the number of
outstanding shares of Common Stock by (y) the closing price of a share of
Common Stock in the principal securities market in which the Common Stock
shall be traded shall have exceeded $100 million for 20 consecutive trading
days.
(iii) The Company shall not be required to file a registration
statement pursuant to this Section 2, (x) during any period of time when
(A) the Company is contemplating an underwritten public offering of its
equity securities and, in the judgment of the managing underwriter thereof,
such filing would adversely affect the contemplated offering, (B) the
Company is in possession of material non-public information the disclosure
of which in such registration statement it reasonably believes would be
detrimental to the Company at such time or (C) the Company is required
under the Securities Act to include audited financial statements for any
period in such registration statement and such financial statements are not
yet available for inclusion therein or (y) during the pendency of the
Exchange Offer or within 60 days after the consummation or termination
thereof. The aggregate delays or postponements by the Company of the filing
of a registration statement pursuant to clause (x) of this Section
2(d)(iii) shall not exceed 60 days.
3. Incidental Registration. If the Company at any time after November
30, 1996 (other than pursuant to Section 2 hereof or in connection with the
Exchange Offer or pursuant to its Existing Registration Obligations) proposes to
register any of its Common Stock under the Securities Act for sale to the
public, whether for its own account or for the account of other securityholders
or both (except with respect to registration statements on Forms S-4 or S-8 (or
any successor forms), a registration pursuant to an employee benefit plan or a
registration of securities on a form which does not permit the inclusion of
securities sold in a secondary offering), it will give written
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CUSIP NO. 31769Q-10-8 Page 15 of 33 Pages
notice at such time to all holders of whom it is aware of outstanding
Registrable Stock of its intention to do so. Upon the written request of any
such holder, given within 30 days after receipt of any such notice by the
Company, to register any of its Registrable Stock (in accordance, subject to the
following sentence, with the method of disposition being used by the Company as
specified in the Company's notice), the Company will use its best efforts to
cause the Registrable Stock as to which registration shall have been so
requested, to be included in the securities to be covered by the registration
statement proposed to be filed by the Company, all to the extent requisite to
permit the sale or other disposition by the holder of such Registrable Stock so
requested to be registered. In the event that any registration pursuant to this
Section 3 shall be, in whole or in part, an underwritten public offering of
Common Stock, any request by a holder pursuant to this Section 3 to register
Registrable Stock shall specify that either (i) such Registrable Stock is to be
included in the underwriting on the same terms and conditions as the shares of
Common Stock otherwise being sold through underwriters under such registration
or (ii) such Registrable Stock is to be sold in the open market without any
underwriting, on terms and conditions comparable to those normally applicable to
offerings of common stock in reasonably similar circumstances. The number of
shares of Registrable Stock to be included in such an underwriting may be
reduced (pro rata among the requesting holders based upon the number of shares
so requested to be registered) if and to the extent that the managing
underwriter shall be of the opinion that such inclusion would adversely affect
the marketing of the securities to be sold by the Company therein, provided,
however, that no reduction of the number of shares of Registrable Stock so to be
included in such registration shall be made if any shares are to be included
therein for the account of any person other than the Company or another holder
pursuant to a demand registration right existing at the date of this Agreement
or permitted hereby.
Notwithstanding the foregoing, the Company may at any time in its
discretion withdraw, without the consent of any requesting holders, a
registration statement that the Company had filed or proposed to file pursuant
to this Section 3 and abandon the proposed offering in which any requesting
holder or holders had requested to participate.
4. Registration Procedures.
(a) If and whenever the Company is required by the provisions of Section 2
or 3 hereof to use its best efforts to effect the registration of any of the
Registrable Stock under the Securities Act, the Company will:
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CUSIP NO. 31769Q-10-8 Page 16 of 33 Pages
(i) prepare (and afford a single counsel for the selling holders of
Registrable Stock reasonable opportunity to review and comment thereon) and
file with the Commission as soon as practicable (but in a any event within
60 days of receipt of a request from requesting holders pursuant to Section
2 hereof) a registration statement on any form for which the Company then
qualifies or which counsel for the Company shall deem appropriate and which
form shall be available for the underwritten sale of the Registrable Stock
(which, in the case of an underwritten public offering pursuant to Section
2 hereof, shall be Form S-1, S-3 or another form of general applicability
satisfactory to the managing underwriter selected as therein provided) with
respect to such securities and use its best efforts to cause such
registration statement to become effective and to remain effective until,
in the case of a firm commitment underwritten public offering, until each
underwriter has completed the distribution of all securities purchased by
it, and, in the case of any other registration, until the earlier of (x)
the sale of all Registrable Stock covered thereby and (y) 120 days after
the effective date thereof.
(ii) prepare (and afford a single counsel for the selling holders of
Registrable Stock reasonable opportunity to review and comment thereon) and
file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as
may be necessary to keep such registration statement effective for the
period specified in paragraph (i) above and as comply with the provisions
of the Securities Act with respect to the disposition of all Registrable
Stock covered by such registration statement in accordance with the
method(s) of disposition set forth in such registration statement for such
period;
(iii) furnish to each seller and to each underwriter such number of
copies of the registration statement and the prospectus included therein
(including each preliminary prospectus) as such persons may reasonably
request in order to facilitate the Public Sale of the Registrable Stock
covered by such registration statement;
(iv) use its best efforts to register or qualify the Registrable Stock
covered by such registration statement under the securities or blue sky
laws of such jurisdictions as a majority in interest of the sellers of
Registrable Stock or, in the case of an underwritten public offering, the
managing underwriter, shall reasonably request (provided that the Company
will not be required to (x) qualify generally to do business in any
jurisdiction where it would not
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CUSIP NO. 31769Q-10-8 Page 17 of 33 Pages
otherwise be required to qualify but for this paragraph (iv) or (y) take
any action that would subject it to taxation in any such jurisdiction or to
general service of process in any jurisdiction);
(v) immediately notify each seller under such registration statement
and each underwriter, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any
event as a result of which the prospectus contained in such registration
statement, as then in effect, includes an untrue statement of a material
fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances then existing;
(vi) use its reasonable best efforts (if the offering is underwritten)
to furnish, at the request of holders of a majority in interest of the
Registrable Stock being sold, on the date that Registrable Stock is
delivered to the underwriters for sale pursuant to such registration: (x)
an opinion, dated such date, of counsel representing the Company for the
purposes of such registration, addressed to the underwriters and to such
seller, stating that such registration statement has become effective under
the Securities Act and that (A) to the knowledge of such counsel, no stop
order suspending the effectiveness thereof has been issued and no
proceedings for that purpose have been instituted or are pending or
contemplated under the Securities Act, (B) the registration statement, the
related prospectus, and each amendment or supplement thereof, comply as to
form in all material respects with the requirements of the Securities Act
and the applicable rules and regulations of the Commission thereunder
(except that such counsel need express no opinion as to financial
statements contained therein) and (C) to such other effects as are
customarily covered in such opinions given in connection with such
registrations and are reasonably requested by counsel for the underwriters
or by such sellers or their counsel, and (y) a letter dated such date from
the independent public accountants retained by the Company, addressed to
the underwriters and to such sellers, stating that they are independent
public accountants within the meaning of the Securities Act and that, in
the opinion of such accountants, the financial statements of the Company
included in the registration statement or the prospectus, or any amendment
or supplement thereof, comply as to form in all material respects with the
applicable accounting requirements of the Securities Act, and such letter
shall additionally cover such other financial matters with respect to the
registration in respect of which such letter is being
<PAGE> 10
CUSIP NO. 31769Q-10-8 Page 18 of 33 Pages
given as are customarily covered in such letters given in connection with
such registrations and are reasonably requested by such underwriters or
sellers;
(vii) make available for inspection by each seller, any underwriter
participating in any distribution pursuant to such registration statement,
and any attorney, accountant or other agent retained by such seller or
underwriter, all financial and other records, pertinent corporate documents
and properties of the Company, and cause the Company's officers, directors
and employees to supply all information reasonably requested by any such
seller, underwriter, attorney, accountant or agent in connection with such
registration statement, in each case, subject to the Company's prior
receipt from such persons of appropriate agreements to maintain the
confidentiality of any such records, documents and information; and
(viii) if such registration covers a firm commitment underwritten
public offering, enter into a written agreement with the managing
underwriter selected in the manner herein provided in such form and
containing such provisions as are customary in the securities business for
such an arrangement between major underwriters and companies of the
Company's size and investment stature, provided that such agreement shall
not contain any such provision applicable to the Company which is
inconsistent with the provisions hereof and provided, further, that the
time and place of the closing under said agreement shall be as mutually
agreed upon between the Company and such managing underwriter.
(b) In connection with each registration hereunder, the selling holders of
Registrable Stock will:
(i) furnish to the Company in writing such information with respect to
themselves and the proposed distribution by them as shall be reasonably
necessary in order to assure compliance with federal and applicable state
securities laws or as shall reasonably be requested by the Company or its
counsel; and
(ii) not effect any public sale or distribution of the issue being
registered or any equity security of the Company, or any securities
convertible into or exchangeable or exercisable for such equity securities,
including a sale pursuant to Rule 144 under the Securities Act, during the
14 days prior to, and during the 90-day period beginning on, the effective
date of such registration statement (except as part of such registration),
if and to the extent requested by the Company or the managing underwriter.
<PAGE> 11
CUSIP NO. 31769Q-10-8 Page 19 of 33 Pages
(c) Each seller of Registrable Stock agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 4(a)(v) that requires the preparation of a supplement or amendment to
such prospectus, such seller will forthwith discontinue disposition of
Registrable Stock pursuant to the registration statement covering such
Registrable Stock until such seller's receipt of the copies of the supplemented
or amended prospectus, and, if so directed by the Company, such seller will
deliver to the Company all copies, other than permanent file copies, then in
such seller's possession, of the most recent prospectus covering such
Registrable Stock at the time of receipt of such notice. In the event the
Company shall give such notice, the Company shall extend the period during which
such registration statement shall be maintained effective by the number of days
during the period from and including the date of the giving of notice hereof to
the date when the Company shall make available to the sellers of Registrable
Stock a supplemented or amended prospectus.
(d) In connection with each registration pursuant to Sections 2 and 3
hereof covering an underwritten public offering, no holder of Registrable Stock
may participate in any registration hereunder unless such holder (i) agrees to
sell its Registrable Stock on the basis provided in the underwriting
arrangements applicable to such registration (appropriately modified if such
sales are not covered by such underwriting) and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents as are required to be executed under the terms of such
underwriting arrangements, subject, however, to the provisions of Section 6
hereof.
5. Expenses. All expenses incurred by the Company in complying with
Sections 2 and 3 hereof, including without limitation all registration and
filing fees, printing expenses, fees and disbursements of counsel and
independent public accountants for the Company, fees of the National Association
of Securities Dealers, Inc., transfer taxes, fees of transfer agents and
registrars, costs of insurance and reasonable fees and expenses of a single
counsel for the sellers of Registrable Stock, but excluding any Selling
Expenses, are herein called "Registration Expenses." All underwriting discounts,
selling commissions and transfer taxes applicable to the sale of Registrable
Stock and any out-of-pocket expenses (other than the single counsel described
above) of the sellers (or agents who manage their accounts) are herein called
"Selling Expenses."
The Company will pay all Registration Expenses in connection with each
registration statement filed pursuant to Section 2 or 3 hereof. All Selling
Expenses in connection with
<PAGE> 12
CUSIP NO. 31769Q-10-8 Page 20 of 33 Pages
any registration statement filed pursuant to Section 2 or 3 hereof shall be
borne by the participating sellers in proportion to the number of shares sold by
each, or by such persons other than the Company (except to the extent the
Company shall be a seller) as they may agree.
6. Indemnification. In the event of a registration of any of the
Registrable Stock under the Securities Act pursuant to Section 2 or 3 hereof,
the Company will indemnify and hold harmless each seller of such Registrable
Stock thereunder and each underwriter of Registrable Stock thereunder and each
officer, director and each other person, if any, who controls such seller or
underwriter within the meaning of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which such seller or
underwriter or controlling person becomes subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which such Registrable Stock was registered under the Securities Act
pursuant to Section 2 or 3, any preliminary prospectus or final prospectus
contained therein, or any amendment or supplement thereof, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse each such seller, each such underwriter and each
such controlling person for any reasonable legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action, provided, however, that the Company will not
be liable in any such case if and to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission so made in conformity
with information furnished by or on behalf of such seller, such underwriter or
such controlling person in writing specifically for use in such registration
statement or prospectus or any amendment or supplement thereof.
In the event of a registration of any of the Registrable Stock under
the Securities Act pursuant to Section 2 or 3 hereof, each seller of such
Registrable Stock thereunder, severally and not jointly, will indemnify and hold
harmless the Company and each officer, director and each other person, if any,
who controls the Company within the meaning of the Securities Act, each officer
of the Company who signs the registration statement, each director of the
Company, each underwriter and each person who controls any underwriter within
the meaning of the Securities Act, against all losses, claims, damages or
liabilities, joint or several, to which the Company or such
<PAGE> 13
CUSIP NO. 31769Q-10-8 Page 21 of 33 Pages
officer or director or underwriter or controlling person becomes subject under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the registration statement under which such Registrable Stock was registered
under the Securities Act pursuant to Section 2 or 3, any preliminary prospectus
or final prospectus contained therein, or any amendment or supplement thereof,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse the Company and each such
officer, director, underwriter and controlling person for any reasonable legal
or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or action, provided,
however, that such seller will be liable hereunder in any such case if and only
to the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in conformity with information pertaining to such seller,
as such, furnished in writing to the Company by such seller specifically for use
in such registration statement or prospectus or any amendment or supplement
thereof, provided, further, however, that the liability of each seller hereunder
shall be limited to the proportion of any such loss, claim, damage, liability or
expense which is equal to the proportion that the public offering price of
shares sold by such seller under such registration statement bears to the total
public offering price of all securities sold thereunder, but not to exceed the
proceeds received by such seller from the sale of Registrable Stock covered by
such registration statement.
Promptly after receipt by an indemnified party hereunder of notice of
the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party hereunder, notify
the indemnifying party in writing thereof, but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party other than under this Section 8. In case any such action
shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate in and, to the extent it shall wish, to assume and
undertake the defense thereof with counsel reasonably satisfactory to such
indemnified party, and, after notice from the indemnifying party to such
indemnified party of its election so to assume and undertake the defense
thereof, the indemnifying party shall not be liable to such indemnified party
under this Section 6 for any legal expenses subsequently incurred by such
<PAGE> 14
CUSIP NO. 31769Q-10-8 Page 22 of 33 Pages
indemnified party in connection with the defense thereof, provided, however,
that, if the defendants in any such action include both the indemnified party
and the indemnifying party and, in the opinion of counsel reasonably
satisfactory to the indemnifying party a material conflict of interest exists
between the indemnifying party and the indemnified party in connection with such
action, the indemnified party shall have the right to select a separate counsel
(reasonably acceptable to the Company) and to assume such legal defenses and
otherwise to participate in the defense of such action, with the reasonable
expenses and fees of such separate counsel and other expenses related to such
participation to be reimbursed by the indemnifying party as incurred.
Notwithstanding the foregoing, any indemnified party shall have the
right to retain its own counsel in any such action, but the fees and
disbursements of such counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party shall have failed to retain counsel for the
indemnified person as aforesaid or (ii) the indemnifying party and such
indemnified party shall have mutually agreed to the retention of such counsel.
It is understood that the indemnifying party shall not, in connection with any
action or related actions in the same jurisdiction, be liable for the fees and
disbursements of more than one separate firm qualified in such jurisdiction to
act as counsel for all indemnified parties. The indemnifying party shall not be
liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability (to the extent stated above) by reason of
such settlement or judgment.
If the indemnification provided for in the first two paragraphs of this
Section 6 is unavailable or insufficient to hold harmless an indemnified party
under such paragraphs in respect of any losses, claims, damages or liabilities
or actions in respect thereof referred to therein, then each indemnifying party
shall in lieu of indemnifying such indemnified party contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages, liabilities or actions in such proportion as appropriate to reflect the
relative fault of the Company, on the one hand, and the sellers of such
Registrable Stock, on the other, in connection with the statements or omissions
which resulted in such losses, claims, damages, liabilities or actions as well
as any other relevant equitable considerations. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact relates to information supplied by the
Company, on the one hand, or the sellers of such Registrable Stock, on the
other, and to the parties' relative
<PAGE> 15
CUSIP NO. 31769Q-10-8 Page 23 of 33 Pages
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company and the sellers of Registrable Stock
agree that it would not be just and equitable if contributions pursuant to this
paragraph were determined by pro rata allocation (even if all of the sellers of
such Registrable Stock were treated as one entity for such purpose) or by any
other method of allocation which did not take account of the equitable
considerations referred to above in this paragraph. The amount paid or payable
by an indemnified party as a result of the losses, claims, damages, liabilities
or action in respect thereof, referred to above in this paragraph, shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this paragraph, the sellers of such
Registrable Stock shall not be required to contribute any amount in excess of
the amount, if any, by which the total price at which the Common Stock sold by
each of them was offered to the public exceeds the amount of any damages which
they would have otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission. No person guilty of fraudulent
misrepresentations (within the meaning of Section 11(f) of the Securities Act),
shall be entitled to contribution from any person who is not guilty of such
fraudulent misrepresentation.
7. Changes in Common Stock. If, and as often as, there are any changes
in the Common Stock by way of stock split, stock dividend, combination or
reclassification, or through merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustment shall be made in
the provisions hereof, as may be required, so that the rights and privileges
granted hereby shall continue with respect to the Common Stock as so changed and
shall apply to any securities received in any such transaction.
8. Rule 144 Reporting. The Company covenants that it will file any
reports required to be filed by it under the Securities Act and the Exchange Act
and that it will take such further action as any holder of Registrable Stock may
reasonably request, all to the extent required from time to time to enable such
holder to sell Registrable Stock without registration under the Securities Act
within the limitation of the exemptions provided by Rule 144 under the
Securities Act, as such Rule may be amended from time to time. Upon the request
of such holder, the Company will deliver to such holder a written statement as
to whether it has complied with such requirements.
9. Other Registration Rights Agreements. (a) All rights heretofore
granted by the Company or Euro Brokers (i) to the FSAC Management Stockholders
relating to the registration of
<PAGE> 16
CUSIP NO. 31769Q-10-8 Page 24 of 33 Pages
the FSAC Management Shares or (ii) to the Investor Stockholders or the EBIC
Management Stockholders pursuant to the Registration Rights Agreement dated as
of May 19, 1994 (the "Original Registration Rights Agreement") among Euro
Brokers, the Investor Stockholders and the EBIC Management Stockholders, are
hereby terminated and superseded by the rights granted by the Company as
provided in this Agreement, and the Original Registration Rights Agreement and
any and all previously existing registration rights granted to the Management
Stockholders or the Investor Stockholders are hereby canceled, waived and shall
have no further force or effect. Notwithstanding the foregoing, nothing in this
Agreement shall cancel, waive or otherwise affect any of the Existing
Registration Obligations (or constitute a cancellation or waiver of any rights
of any person or entity under any of the Existing Registration Obligations).
(b) Nothing herein shall prohibit or limit the Company from entering into
an agreement providing holders of securities which may hereafter be issued by
the Company with such registration rights exercisable at such time or times and
in such manner as the Board of Directors shall deem in the best interests of the
Company so long as the performance by the Company of its obligations under such
other agreement will not cause the Company to breach its obligations to the
holders of Registrable Stock hereunder.
10. Miscellaneous.
(a) All covenants and agreements contained in this Agreement by or on
behalf of any of the parties hereto, including, without limitation, the rights
to indemnification under Section 6 hereof, shall bind and inure to the benefit
of the respective successors and assigns of the parties hereto whether so
expressed or not. Without limiting the generality of the foregoing, the
registration rights conferred herein on the holders of Registrable Stock shall
inure to the benefit of any and all subsequent holders from time to time of the
Registrable Stock (but only so long as such Registrable Stock remains
Registrable Stock).
(b) So long as Registrable Stock remains subject to this agreement, the
Company will not enter into any merger, consolidation, sale of substantially all
of its assets or other transaction in which it is not the surviving entity
unless the acquiror shall expressly assume by a supplemental agreement, executed
and delivered to the remaining holders of Registrable Stock, in form
satisfactory to holders of a majority of the Registrable Stock then remaining,
the due and punctual performance of every covenant of this Agreement on the part
of the Company to be performed and observed with respect to the Registrable
Stock after such transaction.
<PAGE> 17
CUSIP NO. 31769Q-10-8 Page 25 of 33 Pages
(c) All notices, requests, consents and other communications hereunder
shall be in writing and shall be mailed by first class registered mail, postage
prepaid, addressed as follows:
if to the Company, to it at 667 Madison Avenue, 11th Floor, New
York, New York 10021, Attention: Gilbert Scharf;
if to any holder of Registrable Stock, to it at its address as set
forth in Annex I, Annex II or Annex III hereto;
if to any subsequent holder of Registrable Stock, to it at such
address as may have been furnished to the Company in writing by such
holder;
or, in any case, at such other address or addresses as shall have been furnished
in writing to the Company (in the case of a holder of Registrable Stock), or to
the holders of Registrable Stock (in the case of the Company).
(d) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
(e) This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof, and supersedes all other prior agreements
and understandings, whether oral or written, relating to the subject matter
hereof. This Agreement may not be modified or amended, and the provisions hereof
may not be waived, except in writing signed by each of (i) the Company, (ii)
Management Stockholders then holding, in the aggregate, a majority of the
Registrable Stock then held by all Management Stockholders as a whole and (iii)
Investor stockholders then holding, in the aggregate, a majority of the
Registrable Stock then held by all Investor Stockholders as a whole.
(f) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument, and shall become effective as to each holder of
Registrable Stock upon such holder's execution of a counterpart after execution
of a counterpart by the Company.
(g) The Company shall not hereafter enter into any agreement with respect
to its securities that grants any person or entity any registration rights with
respect to the Company's securities that take precedence over the rights granted
to the Stockholders hereunder, provided, however that the Company shall have the
right to grant registration rights on a basis substantially identical to those
provided in this Agreement with respect
<PAGE> 18
CUSIP NO. 31769Q-10-8 Page 26 of 33 Pages
to additional shares of Common Stock (or securities convertible into or
exercisable for shares of Common Stock) issued to any stockholder.
<PAGE> 19
CUSIP NO. 31769Q-10-8 Page 27 of 33 Pages
Please indicate your acceptance of the foregoing by signing and
returning the enclosed counterpart of this Agreement, whereupon this Agreement
shall become binding upon the Company and you.
Very truly yours,
FINANCIAL SERVICES ACQUISITION
CORPORATION
By____________________________
Title:
AGREED TO AND ACCEPTED
as of the date first
above written.
WELSH, CARSON, ANDERSON & STOWE VI, L.P.
By WCAS VI Partners, L.P., General Partner
By __________________________________
General Partner
WCAS INFORMATION PARTNERS, L.P.
By WCAS INFO Partners, General Partner
By __________________________________
General Partner
_____________________________________
Patrick J. Welsh
_____________________________________
Russell L. Carson
<PAGE> 20
CUSIP NO. 31769Q-10-8 Page 28 of 33 Pages
_____________________________________
Bruce K. Anderson
_____________________________________
Richard H. Stowe
DE CHARTER TRUST CO., as Trustee FBO
the IRA/Rollover of Richard H. Stowe
By _________________________________
_____________________________________
Thomas E. McInerney
_____________________________________
Andrew M. Paul
_____________________________________
James B. Hoover
DE CHARTER TRUST CO., as Trustee FBO the
IRA/Rollover of James B. Hoover
By __________________________________
_____________________________________
Robert A. Minicucci
<PAGE> 21
CUSIP NO. 31769Q-10-8 Page 29 of 33 Pages
_____________________________________
Anthony J. DeNicola
_____________________________________
Laura Van Buren
David F. Bellet, Trustee, Profit Sharing Plan
DCJSC - Custodian FBO David F. Bellet
_____________________________________
David F. Bellet
_____________________________________
Donald R.A. Marshall
_____________________________________
Alistair H. Johnstone
_____________________________________
Keith E. Reihl
_____________________________________
Brian G. Clark
_____________________________________
Walter E. Dulski
<PAGE> 22
CUSIP NO. 31769Q-10-8 Page 30 of 33 Pages
_____________________________________
Gilbert Scharf
_____________________________________
Michael J. Scharf
_____________________________________
Denis Martin
_____________________________________
Larry S. Kopp
_____________________________________
William D. Birch
_____________________________________
Frederick B. Whittemore
<PAGE> 23
CUSIP NO. 31769Q-10-8 Page 31 of 33 Pages
ANNEX I
Investor Stockholders
Welsh, Carson, Anderson & Stowe VI,
L.P.
WCAS Information Partners, L.P.
Patrick J. Welsh
Russell L. Carson
Bruce K. Anderson
Richard H. Stowe
DE Charter Trust Co., as Trustee
FBO the IRA/Rollover of
Richard H. Stowe
Thomas E. McInerney
Andrew M. Paul
James B. Hoover
DE Charter Trust Co., as Trustee
FBO the IRA/Rollover of
James B. Hoover
Robert A. Minicucci
Anthony J. deNicola
Laura Van Buren
David F. Bellet, Trustee, Profit
Sharing Plan DLJSC - Custodian
FBO David F. Bellet
c/o Welsh, Carson, Anderson
& Stowe
One World Financial Center
New York, New York 10281
<PAGE> 24
CUSIP NO. 31769Q-10-8 Page 32 of 33 Pages
ANNEX II
EBIC Management Stockholders
Donald R.A. Marshall
[Address]
Alistair H. Johnstone
[Address]
Keith E. Reihl
[Address]
Brian G. Clark
[Address]
Walter E. Dulski
[Address]
<PAGE> 25
CUSIP NO. 31769Q-10-8 Page 33 of 33 Pages
ANNEX III
FSAC Management Stockholders
Gilbert Scharf
[Address]
Michael J. Scharf
[Address]
Denis Martin
[Address]
Larry S. Kopp
[Address]
William D. Birch
[Address]
Frederick B. Whittemore
[Address]
