Post-effective Amendment to an S-8 Filing (s-8 Pos)
March 15 2017 - 4:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Registration No. 333-181981
FORM S-8
(Post-Effective Amendment No. 1)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TAHOE RESOURCES LTD.
(Exact name of registrant as specified in its charter)
British Columbia
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27-1840120
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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5310 Kietzke Lane, Suite 200
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89502
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Reno, Nevada
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(Zip Code)
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(Address of Principal Executive Offices)
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SHARE OPTION AND INCENTIVE SHARE PLAN, AS AMENDED
(Full title of the plan)
Tahoe Resources USA Inc.
5310 Kietzke Lane, Suite
200
Reno, Nevada 89511
(Name and address of agent for
service)
Tel: (775) 825-8574
(Telephone number,
including area code, of agent for service)
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [X]
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Accelerated
filer
[ ]
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Non-accelerated filer [ ]
(Do not
check if smaller reporting company)
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Smaller reporting company [ ]
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CALCULATION
OF REGISTRATION FEE
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Title of securities
to be
registered
(1)
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Amount to be
registered
(2)
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Proposed maximum
offering price
per
share
(3)
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Proposed maximum
aggregate
offering
price
(4)
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Amount of
registration
fee
(5)
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Common shares
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8,418,174
shares
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$14.19
per share
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$119,453,889
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$13,689.42
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(1)
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This registration statement on Form S-8 (this
Registration Statement) of Tahoe Resources Inc. (the Company or the
Registrant) has been prepared in accordance with the requirements of
Form S-8 under the Securities Act of 1933, as amended (the Securities
Act) to register 8,418,174 shares of the Company's common stock, without
par value, remaining available for issuance pursuant to stock options and
other equity incentive awards under our Share Option and Incentive Share
Plan (the Plan).
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(2)
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This Registration Statement shall also cover an
indeterminable number of additional shares which may become issuable under
the Plan by reason of any stock dividend, stock split, re-capitalization
or any other similar transaction effected without the receipt of
consideration which results in an increase in the number of the
registrant's outstanding shares.
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(3)
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The proposed maximum offering price per share is
calculated in accordance with Rule 457(h) of the Securities Act, based
upon (i) the weighted average exercise price of $9.20 for the 2,672,574
outstanding options under the Plan, and (ii) the average of the high and
low prices of our common stock of $16.51 per share, as reported on the New
York Stock Exchange on June 4, 2012, with respect to the balance of
5,745,600 shares that have been reserved for issuance pursuant to options
and other equity incentive awards that may be granted under the
Plan.
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(4)
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The proposed maximum aggregate offering price is based on
the proposed maximum offering price per share times the total number of
shares to be registered. These amounts are calculated solely for the
purpose of calculating the registration fee pursuant to Rule 457(h)(1)
under the Securities Act.
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(5)
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The registration fee was paid at the time of filing of
the original registration statement.
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ii
EXPLANATORY NOTE
Our Company originally filed the Form S-8 Registration
Statement (File No. 333-181981) to which this Post-Effective Amendment relates
on June 7, 2012 to register 8,418,174 shares of our Company's common stock,
without par value, available for issuance pursuant to stock options and other
equity incentive awards under our Share Option and Incentive Share Plan (the
Plan).
Our Companys Board of Directors (the Board) have approved
certain amendments to the Plan with effect from March 9, 2017. The amendments,
which did not require shareholder approval, included, among other things,
changing the exercise price provisions so that the previous days closing price
is used, as opposed the greater of the closing price and the five-day volume
weighted average price, changes to facilitate the use of electronic platforms
for interacting with Plan participants, changes to reflect the use of a Direct
Registration System (DRS) advice for the issuance of Common Shares, and
requiring at least five years of service before a participant can avail
themselves of the retirement provisions of the Plan.
The number of shares of our Companys common stock reserved for
issuance under the Plan, as amended, and the number of shares registered on Form
S-8, has not changed.
This Post-Effective Amendment is being filed solely to reflect
the amendment and restatement of the Plan, which is included as Exhibit 4.1.
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
Item
1.
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Plan Information.*
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Item
2.
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Registrant Information and
Employee Plan Annual Information.
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*
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Information required by Part I to be contained in Section
10(a) prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act, and Note to Part I of Form S-8.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3.
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Incorporation of Documents by
Reference.
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The following documents filed by the Registrant with the SEC
are incorporated into this Registration Statement by reference:
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(a)
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the Registrant's annual report on Form 40-F for the year
ended December 31, 2016 filed with the SEC on March 10, 2017;
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(b)
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the Registrant's reports on Form 6-K filed with the SEC
on January 3, 2017, January 5, 2017, January 6, 2017, January 9, 2017,
January 10, 2017, January 27, 2017, February 2, 2017, February 9, 2017,
March 9, 2017 and March 10, 2017; and
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(c)
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the description of the common shares of the Registrant
contained in the section entitled Description of Capital Structure on
page 80 of the Registrant's Annual Information Form for the year ended
December 31, 2016, filed as Exhibit 99.1 to the Registrant's annual report
on Form 40- F referred to in clause (a) above.
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All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities
Exchange Act
of 1934 (the Exchange Act) prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part of this Registration
Statement from the date of the filing of such reports and documents.
Any statement contained in an incorporated document shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed incorporated document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4.
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Description of Securities.
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Not applicable.
Item 5.
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Interests of Named Experts and
Counsel.
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No expert or counsel named in this Registration Statement as
having prepared or certified any part of this Registration Statement or having
given an opinion upon the validity of the securities being registered or upon
other legal matters in connection with the registration or
offering of such securities was employed on a contingency basis, or had, or is
to receive, in connection with the offering, a substantial interest, direct or
indirect, in our Company, nor was any such person connected with us as a
promoter, managing or principal underwriter, voting trustee, director, officer,
or employee.
2
Item 6.
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Indemnification of Directors
and Officers.
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The Company's officers and directors are indemnified as
provided by the
Business Corporations Act
(British Columbia) (the
BCBCA) and our Articles.
A director is not liable under the BCBCA if the director
relies, in good faith, on (a) financial statements of the company represented to
the director by an officer of the company or in a written report of the auditor
of the company to fairly reflect the financial position of the company, (b) a
written report of a lawyer, accountant, engineer, appraiser or other person
whose profession lends credibility to a statement made by that person, (c) a
statement of fact represented to the director by an officer of the company to be
correct, or (d) any record, information or representation that the court
considers provides reasonable grounds for the actions of the director, whether
or not (i) the record was forged, fraudulently made or inaccurate, or (ii) the
information or representation was fraudulently made or inaccurate. A director is
similarly not liable under the BCBCA if the director did not know and could not
reasonably have known that the act done by the director or authorized by the
resolution voted for or consented to by the director was contrary to the BCBCA.
Under the BCBCA, a company may indemnify a current or former
officer or director against any judgment, penalty or fine imposed in connection
with, or amount paid in settlement of, any legal proceeding or investigative
action in which such officer or director is a party by reason of such individual
having been an officer or director. A corporation may pay all expenses incurred
by an officer or director actually and reasonably incurred in connection with
such a proceeding and must pay all expenses reasonably incurred if the officer
or director is, at least, substantially successful on the merits in the outcome
of the proceeding. Among other circumstances, a corporation shall not indemnify
a current or former officer or director if such individual did not act honestly
and in good faith with a view to the best interests of the corporation or if the
individual did not have reasonable grounds for believing that his or her conduct
in respect of which the proceeding was brought was lawful. Further, a
corporation cannot indemnify or cover the expenses of any officer or director in
respect of any proceeding brought by or on behalf of the corporation. The
Supreme Court of British Columbia may on the application of a corporation or
individual seeking indemnification, order indemnification of any liability or
expense incurred by such individual.
Under the Company's Articles, and subject to the BCBCA, the
Company must indemnify each eligible party and the heirs and legal personal
representatives of each eligible party against all eligible penalties to which
such person is or may be liable, and the Company must, after the final
disposition of an eligible proceeding, pay the expenses actually and reasonably
incurred by such person in respect of that proceeding. Each eligible party is
deemed to have contracted with the Company on the terms of the indemnity
contained in Section 21.2 of our Articles.
In addition, under the Company's Articles and subject to any
restrictions in the BCBCA, the Company may agree to indemnify and may indemnify
any person (including an eligible party) against eligible penalties and pay
expenses incurred in connection with the performance of services by that person
for the Company. Furthermore, under the Company's Articles, the Company may
purchase and maintain insurance for the benefit of any eligible party (or the
heirs or legal personal representatives of any eligible party) against any
liability incurred by any eligible party.
The Company currently has a US$10 million director and officer
insurance program in place. In addition, the Company has entered into
indemnification agreements with its directors and officers. The indemnification
agreements generally require that the Company indemnify and hold the indemnitees
harmless to the greatest extent permitted by applicable law for liabilities
arising out of the indemnitees' service to the Company as directors and officers, if the indemnitees acted honestly and
in good faith with a view to the best interests of the Company and, with respect
to criminal and administrative actions or proceedings, if the indemnitee had
reasonable grounds for believing that his or her conduct was lawful. The
indemnification agreements also provide that the Company advance defence
expenses to the indemnitees.
3
Insofar as indemnification for liabilities arising under the
Securities Act might be permitted to directors, officers or persons controlling
the Company under the provisions described above, the Company has been informed
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
Item 7.
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Exemption from Registration
Claimed.
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Not applicable.
The following is a complete list of exhibits filed as a part of
this Registration Statement, which Exhibits are incorporated herein.
*
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Filed herewith.
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(1)
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Previously Filed
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(2)
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Included in Exhibit 5.1
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The undersigned Registrant hereby undertakes:
1.
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to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
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(a)
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to include any prospectus required by Section 10(a)(3) of
the Securities Act;
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(b)
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to reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information set forth in this registration statement; provided that any
increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
SEC pursuant to Rule 424(b) if, in the aggregate, the changes in the
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the Calculation of Registration
Fee table in the effective registration statement; and
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(c)
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to include any material information with respect to the
plan of distribution.
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4
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provided, however, that paragraphs (a) and (b) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the SEC by the registrant pursuant to Section 13 or
Section 14(d) of the Exchange Act that are incorporated by reference into
this registration statement;
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2.
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that, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial
bona fide
offering thereof; and
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3.
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to remove from registration by means of a post-effective
amendment any of the securities being registered hereby which remain
unsold at the termination of the offering.
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The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrants annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plans annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against public policy
as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
__________
5
SIGNATURES
Pursuant to the requirements of the Securities
Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing a Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized,
in the City of Reno, Nevada on the 15th day of March, 2017.
TAHOE RESOURCES LTD.
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By:
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/s/ Ronald W. Clayton
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Ronald W. Clayton
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President, Chief Executive
Officer and Director
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POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kevin McArthur as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
SEC, granting unto said attorney-in-fact and agent full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature
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Title
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Date
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/s/
C.
Kevin McArthur
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Executive Chair
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March 15, 2017
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C. Kevin McArthur
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/s/
Ronald W. Clayton
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President, Chief Executive Officer
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March 15, 2017
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Ronald W. Clayton
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and Director
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/s/
Elizabeth D. McGregor
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Vice President and Chief Financial Officer
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March 15, 2017
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Elizabeth D. McGregor
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/s/
A.
Dan Rovig
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Lead Director
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March 15, 2017
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A. Dan Rovig
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/s/
Tanya M. Jakusconek
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Director
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March 15, 2017
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Tanya M. Jakusconek
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/s/
Charles A. Jeannes
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Director
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March 15, 2017
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Charles A. Jeannes
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/s/
Drago G. Kisic
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Director
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March 15, 2017
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Drago G. Kisic
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/s/
Alan
C. Moon
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Director
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March 15, 2017
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Alan C. Moon
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/s/
Paul
B. Sweeney
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Director
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March 15, 2017
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Paul B. Sweeney
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/s/
James S. Voorhees
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Director
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March 15, 2017
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James S. Voorhees
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/s/
Kenneth F. Williamson
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Director
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March 15, 2017
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Kenneth F. Williamson
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/s/
Klaus M. Zeitler
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Director
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March 15, 2017
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Klaus M. Zeitler
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__________
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