UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Regis Corporation
(Name of Issuer)
Common Stock,
$0.05 par value per share
(Title of Class of Securities)
758932206
(CUSIP Number)
|
William Charters
5537 Newcastle Lane
Calabasas, CA 91302
(925) 330-6016 |
Stephen Salvadore
38 Sunset Drive
East Greenwich, RI 02818
(646) 320 0191 |
Gary Wyetzner
64 Norris Avenue
Metuchen, NJ 08840
(646) 484-0540 |
With a copy to:
P. Rupert Russell
Shartsis Friese LLP
425 Market St., 11th Floor
San Francisco, CA
(415) 421-6500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 16, 2024
(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 that is the subject of this Schedule 13D and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box [ ].
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 |
NAME OF REPORTING PERSONS
Gary Wyetzner
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
|
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (See Instructions)
PF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES
BENEFICIALLY |
7 |
SOLE VOTING POWER
34,233 |
|
OWNED BY
EACH
REPORTING |
8 |
SHARED VOTING POWER
0 |
|
PERSON
WITH
|
9 |
SOLE DISPOSITIVE POWER
34,233 |
| |
10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,233 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.50% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
| 1 |
NAME OF REPORTING PERSONS
Stephen Salvadore
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[ ]
(b)[X]
|
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (See Instructions)
PF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES
BENEFICIALLY |
7 |
SOLE VOTING POWER
33,470 |
|
OWNED BY
EACH
REPORTING |
8 |
SHARED VOTING POWER
35,055 |
|
PERSON
WITH
|
9 |
SOLE DISPOSITIVE POWER
33,470 |
| |
10 |
SHARED DISPOSITIVE POWER
35,055 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,525 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.01% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
| 1 |
NAME OF REPORTING PERSONS
Aurora Salvadore
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[ ]
(b)[X]
|
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (See Instructions)
PF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES
BENEFICIALLY |
7 |
SOLE VOTING POWER
0 |
|
OWNED BY
EACH
REPORTING |
8 |
SHARED VOTING POWER
4,055 |
|
PERSON
WITH
|
9 |
SOLE DISPOSITIVE POWER
0 |
| |
10 |
SHARED DISPOSITIVE POWER
4,055 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,055 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.18% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
| 1 |
NAME OF REPORTING PERSONS
Barbara Salvadore
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[ ]
(b)[X]
|
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (See Instructions)
PF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES
BENEFICIALLY |
7 |
SOLE VOTING POWER
0 |
|
OWNED BY
EACH
REPORTING |
8 |
SHARED VOTING POWER
31,000 |
|
PERSON
WITH
|
9 |
SOLE DISPOSITIVE POWER
0 |
| |
10 |
SHARED DISPOSITIVE POWER
31,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,000 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.36% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
| 1 |
NAME OF REPORTING PERSONS
William Charters |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[ ]
(b)[X]
|
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (See Instructions)
PF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES
BENEFICIALLY |
7 |
SOLE VOTING POWER
40,000 |
|
OWNED BY
EACH
REPORTING |
8 |
SHARED VOTING POWER
40,000 |
|
PERSON
WITH
|
9 |
SOLE DISPOSITIVE POWER
40,000 |
| |
10 |
SHARED DISPOSITIVE POWER
40,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,000 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.51% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
| CUSIP No. 758932206 |
SCHEDULE 13D |
Page 7 of 14 |
This Amendment No. 1 (the
“Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”)
on January 9, 2024 (the “Original Schedule 13D”), by Aurora Salvadore (“Aurora”), Barbara Salvadore
(“Barbara”), Gary Wyetzner (“Gary”), Stephen Salvadore (“Stephen”), and William
Charters (“Charters”). Capitalized terms used and not defined in this Amendment have the meanings set forth in the
Original Schedule 13D.
The Original Schedule 13D is amended and supplemented
to add the following information:
Item 1. Security and Issuer.
This Schedule 13D (the
“Schedule 13D”) is being filed with respect to the shares of common stock (the “Shares”) of Regis
Corporation, a Minnesota corporation (the “Company”).
Item 2. Identity and Background.
(a) This
Schedule 13D is being filed on behalf of the following Reporting Persons (collectively, the “Reporting Persons”): Gary
Wyetzner, Stephen Salvadore, Aurora Salvadore, Barbara Salvadore and William Charters, each of whom is a United States citizen.
(b) The
business address of Mr. Wyetzner is 64 Norris Avenue, Metuchen, NJ 08840. The business address of Stephen Salvadore, Aurora Salvadore
and Barbara Salvadore is 38 Sunset Drive, East Greenwich, RI 02818. The business address of Mr. Charters is 5537 Newcastle Lane, Calabasas,
CA 91302.
(c) The
principal occupation of Mr. Wyetzner is as an independent financial strategist. The principal occupation of Mr. Salvadore is as a venture
capitalist. The principal occupation of Aurora Salvadore is as an interior designer. Barbara Salvadore is retired, and has no principal
occupation. The principal occupation of Mr. Charters is an investor.
(d, e) During the past
five years, no Reporting Person has been convicted in a criminal proceeding, or been a party to a civil proceeding, required to be disclosed
pursuant to Items 2(d) or (e) of Schedule 13D.
(f) The citizenship of
each of the Reporting Persons is set forth in paragraph (a) of this Item.
Item 3. Source and Amount of Funds or Other
Consideration.
The total amount of funds
used by the Reporting Persons to make all purchases of Shares beneficially owned by the Reporting Persons, as reported in Item 5(a,b)
was approximately $3,119,030. The total amount of funds used by Gary to make all purchases of Shares he beneficially owns, as reported
in Item 5(a,b) was approximately $584,654. The total amount of funds used by Stephen to make all purchases of Shares he beneficially owns,
as reported in Item 5(a,b) was approximately $623,563. The total amount of funds used by Aurora to make all purchases of Shares she beneficially
owns, as reported in Item 5(a,b) was approximately $95,900. The total amount of funds used by Barbara to make all purchases of Shares
she beneficially owns, as reported in Item 5(a,b) was approximately $576,274. The total amount of funds used by Charters to make all purchases
of Shares he beneficially owns, as reported in Item 5(a,b) was approximately $1,238,639. The source of funds for purchases of Shares by
each of the Reporting Persons is the personal funds of the applicable Reporting Person.
Item 4. Purpose of Transaction
Pursuant to the Original
Schedule 13D, the Reporting Persons together represented a reporting group (the “Reporting Group”). Since the filing
of the Original Schedule 13D, the Reporting Persons assisted the Company by encouraging changes in its organization and function, thereby
promoting future profitability. The Company adopted
changes suggested by the Reporting Persons,
and has since seen an improvement in its performance. In a letter to the Company dated July 16, 2024 and attached as Exhibit 99.3
to this Amendment, the Reporting Persons made note of these improvements, and stated the financial and operating concerns that prompted
the formation of the Reporting Group have been alleviated. Each of the Reporting Persons has terminated the Reporting Group to demonstrate
support for the Company and its management in such letter.
In a Memorandum of Understanding
dated July 16, 2024 and attached as Exhibit 99.4 to this Amendment, each of the Reporting Persons
expressly terminated and disclaimed membership in the Reporting Group. In so doing, the Reporting Persons hoped to indicate support for
management and the board of directors of the Company. The filing of this Amendment represents the final amendment to the Schedule
13D and constitutes an exit filing for the Reporting Group.
The Reporting Persons
believe the securities of the Issuer are significantly undervalued and represent an attractive investment opportunity. Depending upon
overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the
Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase
or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer on
the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms
and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic
exposure to the Common Stock without affecting their beneficial ownership of shares of Common Stock.
No Reporting Person has
any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule
13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed
herein. Pursuant to Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, to the extent that any Reporting Person acquires
more than five percent beneficial ownership of the Shares issued by the Company, such Reporting Person would file a new Schedule 13D or
Schedule 13G, as applicable, on an independent basis.
Item 5. Interest in Securities of the Issuer
(a) The
aggregate percentage of Shares reported owned by the Reporting Persons named herein is based upon 2,279,948 Shares outstanding as of April
26, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Current Report on Form 10-Q filed with the
Securities and Exchange Commission on May 1, 2024.
As of the close of business
on the date hereof, Mr. Wyetzner individually beneficially owned 34,233 Shares, constituting approximately 1.50% of all of the outstanding
Shares.
As of the close of business
on the date hereof, Mr. Salvadore individually beneficially owned 33,470 Shares, constituting approximately 1.47% of all of the outstanding
Shares.
As of the close of business
on the date hereof, Aurora Salvadore individually beneficially owned 4,055 Shares, constituting approximately 0.18% of all of the outstanding
Shares.
As of the close of business
on the date hereof, Barbara Salvadore individually beneficially owned 31,000 Shares, constituting approximately 1.36% of all of the outstanding
Shares.
Mr. Salvadore may be deemed
to beneficially own the 4,055 Shares held by Aurora Salvadore and the 31,000 Shares held by Barbara Salvadore by virtue of his position
as investment manager of the accounts holding such Shares.
As of the close of business
on the date hereof, Mr. Charters individually beneficially owned 80,000 Shares, constituting approximately 3.51% of all of the outstanding
Shares.
The Reporting Persons,
in aggregate, beneficially own 182,758 Shares, constituting approximately 8.0% of the outstanding Shares.
(b) Mr.
Wyetzner has sole power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, 34,233 Shares held by Mr.
Wyetzner.
Mr. Salvadore has sole
power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 33,470 Shares held by Mr. Salvadore. Mr.
Salvadore has shared power with Aurora Salvadore (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of,
the 4,055 Shares held by Aurora Salvadore. Mr. Salvadore has shared power with Barbara Salvadore (i) to vote or direct the vote of, and
(ii) to dispose or direct the disposition of, the 31,000 Shares held by Barbara Salvadore.
Mr. Charters has sole
power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, 40,000 Shares held by Mr. Charters. Mr. Charters
has shared power with Ms. Julie N. Charters (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 40,000
Shares held by KLD Capital, a California partnership owned in its entirety by Mr. Charters and Ms. Julie N. Charters.
(c) During the past sixty
(60) days, the Reporting Persons have not entered into any transactions in the Shares except as set forth on Exhibit 99.2 hereto.
(d) No Person other than
the Reporting Persons has the right to receive or the power to direct the receipt of distributions or dividends from, or the proceeds
from the transfer of, the reported securities.
(e) On July 16, 2024 each
of the Reporting Persons ceased to be the beneficial owner of more than five percent of the outstanding Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Pursuant to that certain
Memorandum of Understanding dated July 16, 2024 and attached as Exhibit 99.4 to this Amendment, each of the Reporting Persons terminated
their membership in the Reporting Group and confirmed that they will not acquire 4.95% or more of the outstanding Shares issued by the
Company.
Item 7. Material to be filed as Exhibits
Exhibit 99.1 Joint Filing Agreement dated January 9, 2024 by
and between the Reporting Persons (incorporated by reference from Exhibit 99.1 to the Original Schedule 13D)
Exhibit 99.2 Transactions in the Shares effected in the past
60 days
Exhibit 99.3 Letter to the Company dated July 16, 2024
Exhibit 99.4 Memorandum of Understanding dated July 16, 2024
SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct.
Dated: July 16, 2024
| /s/ Gary Wyetzner |
| GARY WYETZNER |
| /s/ Stephen Salvadore |
| STEPHEN SALVADORE |
| /s/ Aurora Salvadore |
| AURORA SALVADORE |
| /s/ Barbara Salvadore |
| BARBARA SALVADORE |
| /s/ William Charters |
| WILLIAM CHARTERS |
EXHIBIT 99.2
Transactions in the Common Stock of the Issuer
by Reporting Persons During the Past 60 Days
| Date |
Buy/Sell |
Security |
Approximate
Price Per Share 1,
2 |
Amount of Shares Bought/(Sold)3 |
Gary Wyetzner
| 5/22/2024 |
Buy |
Common Stock |
$5.29 |
825 |
| 5/23/2024 |
Buy |
Common Stock |
$5.17 |
200 |
| 5/24/2024 |
Buy |
Common Stock |
$4.93 |
1101 |
| 5/29/2024 |
Buy |
Common Stock |
$4.47 |
95 |
| 6/3/2024 |
Buy |
Common Stock |
$4.30 |
146 |
| 6/5/2024 |
Buy |
Common Stock |
$4.20 |
60 |
| 6/6/2024 |
Buy |
Common Stock |
$4.25 |
50 |
| 6/7/2024 |
Buy |
Common Stock |
$3.97 |
160 |
Stephen Salvadore
| 05/23/2024 |
BUY |
Common Stock |
$5.36 |
1,000 |
| 05/24/2024 |
BUY |
Common Stock |
$5.24 |
500 |
William Charters
| 05/22/2024 |
BUY |
Common Stock |
$5.30 |
4,000 |
|
| 05/23/2024 |
BUY |
Common Stock |
$5.36 |
1,000 |
|
| 07/08/2024 |
SELL |
Common Stock |
$23.68 |
5,000 |
|
| |
|
|
|
|
|
|
|
KLD Capital4
| 05/17/2024 |
BUY |
Common Stock |
$5.68 |
3,000 |
| 07/08/2024 |
BUY |
Common Stock |
$23.68 |
5,000 |
1 Split-adjusted.
2 Excluding any brokerage
fees.
3 Split-adjusted.
4 A partnership owned in its entirety by William Charters and Julie
N. Charters.
EXHIBIT 99.3
Letter to the Company dated July 16, 2024
July 16, 2024
Regis Corporation
3701 Wayzata Boulevard
Minneapolis, MN 55416
Attention: David J. Grissen, Chairman of the Board
of Directors
Dear Mr. Grissen,
We are writing to congratulate you, the board
of directors (the “Board”) of the Regis Corporation (the “Company”) management team for an incredible
shareholder-friendly resolution to the Company’s strategic alternatives initiative. We are also excited that the strategy alluded
to in the last press release includes some of the ideas that we have communicated to the Board. With a solid balance sheet and a focused
management team, the Company is now in a position to execute its business plan and create significant shareholder value.
It is important that the Company complete its
transition to a franchise-only concept by continuing to cut unnecessary costs and streamline operations. Financial discipline is imperative.
At the same time, management needs to leverage its scale to help franchisees differentiate themselves by identifying partners to embrace
the latest technologies. We are excited about the first positive signs of the Zenoti roll-out which has resulted in a large increase in
positive google reviews across all concepts and a noticeable increase in salon ratings. We are further excited about the Company’s
use of technology for stylist training which we believe is superior, more cost effective, and will only get better over time. We believe
the recent improvements in computer vision, augmented reality, and artificial intelligence technology opens many doors for full-service
salon chains like the Company to use its scale to create a new and exciting experience that increases customer stickiness and creates
multiple avenues for increased revenue.
We also believe management’s back to
basics initiative, requiring a consistent experience at all locations, should improve the value of the Company’s brands and drive
revenue growth as best practices are adopted throughout the system.
It is important that the Board follows its
guidelines and refreshes itself accordingly to encourage new operational ideas. We also believe the best way for the Company to reach
its potential is a management compensation package tilted towards equity. That said, the Board has done an amazing job in refinancing
and positioning the Company for success.
Given recent events, we feel our financial
and operating concerns have been alleviated. As such, we have terminated our reporting group that holds approximately 8% of the Company’s
outstanding shares as of this date, as we are currently aligned with the Board and Company management and wish to express our support
for the Company and the Board. We intend to pursue our individual investment strategies and plan to do so without being constrained by
the Company’s current poison pill.
Sincerely,
William Charters,
Stephen Salvadore,
Aurora Salvadore,
Barbara Salvadore, and
Gary Wyetzner
EXHIBIT 99.4
Memorandum of Understanding dated July 16,
2024
July 16, 2024
Memorandum of Understanding
As of the date first written above, each of the undersigned
expressly terminates and disclaims their respective membership in any reporting group pursuant to Section 13(d) of the Securities and
Exchange Act of 1934. A copy of this memorandum will be attached to an amendment to that Schedule 13D filed with the Securities and Exchange
Commission on January 9, 2024 by Gary Wyetzner (“Gary”), Stephen Salvadore (“Stephen”), Aurora Salvadore
(“Aurora”), Barbara Salvadore (“Barbara”) and William Charters (“Charters”) reflecting
such change of status (the “Schedule 13D”). The amendment to the Schedule 13D will constitute an exit filing for the
reporting group.
Stephen represents and warrants that (i) he has the
authority to execute and deliver this Memorandum of Understanding (this “Memorandum”) on behalf of Aurora and Barbara,
and (ii) that Stephen’s signature represents the execution of this Memorandum by Stephen, Aurora and Barbara, each in their individual
capacity, to each of the following documents: (A) this Memorandum, and (B) Amendment No. 1 to that Schedule 13D filed with the Securities
and Exchange Commission on January 9, 2024 by Aurora, Barbara, Gary, Stephen, and Charters, to be filed as of this date.
Each of the undersigned expressly affirms that he
or she will not, individually or together with the other signatories hereto, (i) acquire beneficial ownership of 4.95% or more of the
Common Shares without approval of the Board, and, (ii) enter into any agreement, arrangement or understanding (whether or not in writing)
for the purpose of acquiring, holding, voting or disposing of any voting securities of the Company (except in the case that such actions
would not deem such person to be a “Beneficial Owner” or have “beneficial ownership” pursuant to Section 1(f)(iii)
of that Tax Benefits Preservation Plan dated January 29, 2024 between the Company and Equiniti Trust Company, LLC).
[Signature page follows]
| /s/ Gary Wyetzner |
| GARY WYETZNER |
| /s/ Stephen Salvadore |
| STEPHEN SALVADORE |
| /s/ William Charters |
| WILLIAM CHARTERS |
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