**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

** **

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** **

**FORM 10-K/A**

**(Amendment No. 2)**

 

**(Mark One)**

** **

**x  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

** **

**For the fiscal year ended December 31, 2013**

** **

**o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

** **

**For the transition period from                      to                     **

 

**Commission File Number 001-32722**

 

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**INVESTMENT TECHNOLOGY GROUP, INC.**

(Exact name of registrant as specified in its charter)

 

| **DELAWARE**   (State of incorporation)                                         | ** ** | **95-2848406**   (IRS Employer Identification No.) |
|---------------------------------------------------------------------------------|------------|----------------------------------------------------|
| ** **                                                                      | ** ** | ** **                                         |
| **165 Broadway, New York, New York**   (Address of principal executive offices) | ** ** | **10006**   (Zip Code)                             |

 

**(212) 588-4000** (Registrant’s telephone number, including area code)

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

 

| **Common Stock, $0.01 par value** | ** ** | **New York Stock Exchange**            |
|-----------------------------------|------------|----------------------------------------|
| (Title of class)                  |       | (Name of exchange on which registered) |

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: **None**

** **

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** **

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x  No o

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o  No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x  No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K o

 

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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 
| Large accelerated filer o |   | Accelerated filer x |   | Non-accelerated filer o   (Do not check if a smaller reporting   company) |   | Smaller reporting company o |
|--------------------------------|--------|--------------------------|--------|--------------------------------------------------------------------------------|--------|----------------------------------|

 

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act)

 

Yes o  No x

 
| Aggregate market value of the voting stock   held by non-affiliates of the   Registrant at June 30, 2013:**$506,073,889** |   | Number of shares outstanding of the   Registrant’s Class of common stock   at February 19, 2014:**35,839,452** |
|--------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------|

 

**DOCUMENTS INCORPORATED BY REFERENCE:**

 

Proxy Statement relating to the 2014 Annual Meeting of Stockholders (incorporated, in part, in Form 10-K Part III)

 

 

 

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**EXPLANATORY NOTE**

 

Investment Technology Group, Inc. (the “Company”) is filing this Amendment No. 2 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the year ended December 31, 2013 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 17, 2014 (the “Original Filing”) as amended by the Form 10-K/A filed with the SEC on April 11, 2014 (the “First Amendment”) in connection with the withdrawal of its application for confidential treatment of the redacted portions of Exhibit 10.2 to the Original Filing for which the Company had previously sought confidential treatment pursuant to applications under Rule 24b-2 of the Securities and Exchange Act of 1934, as amended, and Rule 406 under the Securities Act of 1933, as amended.  An unredacted copy of Exhibit 10.2 that includes the previously-redacted information for which the Company has withdrawn its request for confidential treatment is attached as Exhibit 10.2 to this Amendment.

 

Although Item 15 is restated in its entirety, this Amendment does not amend or otherwise update any information in the Original Filing, except as set forth above.  Accordingly, this Amendment should be read in conjunction with the Original Filing and the First Amendment and with our filings with the SEC subsequent to the Original Filing and the First Amendment.

 

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**PART IV**

 

**Item 15.  Exhibits, Financial Statement Schedules**

 

**(a)(1)****                 ****Financial Statements**

 

The Consolidated Financial Statements and related Notes and the Report of Independent Registered Public Accounting Firm are included in Item 8 of the Original Filing and the First Amendment.

 

**(a)(2)****                 ****Schedules**

 

Schedules are omitted because the required information either is not applicable or is included in the financial statements or the notes thereto.

 

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**(a)(3) Exhibits**

 
| **Exhibits   Number**        | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      3.1 |       | Certificate   of Incorporation of the Company (incorporated by reference as   Exhibit 3.1 to the Annual Report on Form 10-K for the year ended   December 31, 1999).                                                                                                                                                                                                                                                                                                                                         |
|      3.2 |       | Amended   and Restated By-laws of the Company (incorporated by reference as   Exhibit 3 to the Form 8-K dated February 15, 2007).                                                                                                                                                                                                                                                                                                                                                                            |
|      4.1 |       | Form of   Certificate for Common Stock of the Company (incorporated by reference as   Exhibit 4.1 to the Annual Report on Form 10-K for the year ended   December 31, 1999).                                                                                                                                                                                                                                                                                                                            |
|   10.1+                 |       | Credit   Agreement, dated January 31, 2011 by and among   ITG Inc., Investment Technology Group, Inc., the several banks   and other financial institutions or entities from time to time parties   thereto as lenders, Bank of America, N.A., as syndication agent, Bank of   Montreal as document agent, and JPMorgan Chase Bank, N.A. as administrative   agent (incorporated by reference as Exhibit 10.2 to the Annual Report on   Form 10-K for the year ended December 31, 2010). |
|   10.2×            |       | Credit   Agreement, dated January 31, 2014 by and among   ITG Inc., Investment Technology Group, Inc., the several banks   and other financial institutions or entities from time to time parties   thereto as lenders, Bank of America, N.A. and Bank of Montreal, as syndication   agents, and JPMorgan Chase Bank, N.A. as administrative agent.                                                                                                                                                     |
|   10.3                  |       | Lease,   dated October 4, 1996 between Spartan Madison Corp. and the Company   (incorporated by reference as Exhibit 10.5.3 to the Annual Report on   Form 10-K for the year ended December 31, 1997).                                                                                                                                                                                                                                                                                                  |
|   10.3.1                |       | First   Supplemental Agreement, dated as of January 29, 1997 between Spartan   Madison Corp. and the Company (incorporated by reference as   Exhibit 10.5.4 to the Annual Report on Form 10-K for the year ended   December 31, 1997).                                                                                                                                                                                                                                                                  |
|   10.3.2                |       | Second   Supplemental Agreement, dated as of November 25, 1997 between Spartan   Madison Corp. and the Company (incorporated by reference as   Exhibit 10.5.5 to the Annual Report on Form 10-K for the year ended   December 31, 1997).                                                                                                                                                                                                                                                                |
|   10.3.3                |       | Third   Supplemental Agreement, dated as of September 29, 1999 between Spartan   Madison Corp. and the Company (incorporated by reference as   Exhibit 10.5.9 to the Annual Report on Form 10-K for the year ended   December 31, 1999).                                                                                                                                                                                                                                                                |
|   10.3.4                |       | Fourth   Supplemental Agreement, dated as of February 21, 2006 between TAG   380, LLC and the Company (incorporated by reference as   Exhibit 10.4.17 to the Annual Report on Form 10-K for the year   ended December 31, 2006).                                                                                                                                                                                                                                                                   |
|   10.4                  |       | Lease,   dated as of February 24, 2012, between Brookfield Properties   OLP Co. LLC and Investment Technology Group, Inc.   (incorporated by reference as Exhibit 10.47 to the Annual Report on   Form 10-K for the year ended December 31, 2011).                                                                                                                                                                                                                                       |
|   10.5                  |       | Amended   and Restated Investment Technology Group, Inc. Pay-For-Performance   Incentive Plan (incorporated by reference as Exhibit 10.13.2 to the   Annual Report on Form 10-K for the year ended December 31, 2007).                                                                                                                                                                                                                                                                                  |
|   10.5.1                |       | Amended   and Restated Investment Technology Group, Inc. Pay-For-Performance   Incentive Plan (2014) (incorporated by reference as Exhibit 10.5.1 to   the Annual Report on Form 10-K for the year ended December 31,   2013).                                                                                                                                                                                                                                                                          |
|   10.6                  |       | Investment   Technology Group, Inc. Amended and Restated 2007 Omnibus Equity   Compensation Plan (incorporated by reference as Exhibit 10.1 to the   Quarterly Report on Form 10-Q dated August 5, 2010).                                                                                                                                                                                                                                                                                               |
|   10.6.1                |       | Investment   Technology Group, Inc. Amended and Restated 2007 Omnibus Equity   Compensation Plan (2014) (incorporated by reference as Exhibit 10.6.1 to   the Annual Report on Form 10-K for the year ended December 31,   2013).                                                                                                                                                                                                                                                                       |
|   10.7                  |       | Form of   Investment Technology Group, Inc. Stock Unit Grant Agreement for   Employees (incorporated by reference as Exhibit 10.25 to the Annual   Report on Form 10-K for the year ended December 31, 2007).                                                                                                                                                                                                                                                                                      |
|   10.7.1                |       | Form of   Investment Technology Group, Inc. Stock Unit Grant Agreement for   Employees (2014) (incorporated by reference as Exhibit 10.7.1 to the   Annual Report on Form 10-K for the year ended December 31, 2013).                                                                                                                                                                                                                                                                              |
|   10.8                  |       | Form of   Investment Technology Group, Inc. Performance Stock Unit Grant Agreement   for Employees (incorporated by reference as Exhibit 10.26 to the Annual   Report on Form 10-K for the year ended December 31, 2007).                                                                                                                                                                                                                                                                          |
|   10.9                  |       | Form of   Investment Technology Group, Inc. Nonqualified Stock Option Agreement   for Employees (incorporated by reference as Exhibit 10.24 to the Annual   Report on Form 10-K for the year ended December 31, 2007).                                                                                                                                                                                                                                                                             |

 

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|   10.10   |   | Investment   Technology Group, Inc. 2007 Omnibus Equity Compensation Plan Equity   Deferral Award Program Subplan (incorporated by reference as   Exhibit 10.37 to the Annual Report on Form 10-K for the year ended   December 31, 2009).                                                                                                       |
|----------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   10.10.1 |   | Investment   Technology Group, Inc. 2007 Omnibus Equity Compensation Plan Variable   Compensation Stock Unit Award Program Subplan (formerly the Equity Deferral   Award Program Subplan) (incorporated by reference as Exhibit 10.2 to the   Quarterly Report on Form 10-Q dated November 8, 2011).                                             |
|   10.10.2 |   | Amended   and Restated Investment Technology Group, Inc. 2007 Omnibus Equity   Compensation Plan Variable Compensation Stock Unit Award Program Subplan   (formerly the Equity Deferral Award Program Subplan) (2014) (incorporated by   reference as Exhibit 10.10.2 to the Annual Report on Form 10-K for   the year ended December 31, 2013). |
|   10.11   |   | Form of   Grant Notice under the Investment Technology Group, Inc. Equity Deferral   Award Program Subplan between the Company and certain employees of the   Company (2010) (incorporated by reference as Exhibit 10.38 to the Annual   Report on Form 10-K for the year ended December 31, 2009).                                         |
|   10.12   |   | Form of   KEEP Grant Notice under the Investment Technology Group, Inc. Equity   Deferral Award Program Subplan between the Company and Executive Committee   Members of the Company (2010) (incorporated by reference as Exhibit 10.3   to the Quarterly Report on Form 10-Q dated May 10, 2010).                                          |
|   10.13   |   | Form of   Grant Notice under the Investment Technology Group, Inc. Equity Deferral   Award Program Subplan between the Company and certain employees of the   Company (2011) (incorporated by reference as Exhibit 10.43 to the Annual   Report on Form 10-K for the year ended December 31, 2010).                                         |
|   10.14   |   | Form of   KEEP Grant Notice under the Investment Technology Group, Inc. Equity   Deferral Award Program Subplan between the Company and Executive Committee   Members of the Company (2011) (incorporated by reference as   Exhibit 10.44 to the Annual Report on Form 10-K for the year ended   December 31, 2010).                        |
|   10.15   |   | Form of   Grant Notice under the Investment Technology Group, Inc. Variable   Compensation Stock Unit Award Program Subplan between the Company and certain   employees of the Company (incorporated by reference as Exhibit 10.43 to   the Annual Report on Form 10-K for the year ended December 31,   2011).                             |
|   10.16   |   | Form of   KEEP Grant Notice under the Investment Technology Group, Inc. Variable   Compensation Stock Unit Award Program Subplan between the Company and   Executive Committee Members of the Company (incorporated by reference as   Exhibit 10.44 to the Annual Report on Form 10-K for the year ended   December 31, 2011).              |
|   10.17   |   | Form of   Grant Notice under the Investment Technology Group, Inc. Variable   Compensation Stock Unit Award Program Subplan between the Company and certain   employees of the Company (2014) (incorporated by reference as   Exhibit 10.17 to the Annual Report on Form 10-K for the year ended   December 31, 2013).                      |
|   10.18   |   | Form of   Grant Notice under the Investment Technology Group, Inc. Variable   Compensation Stock Unit Award Program Subplan between the Company and   Executive Committee Members of the Company (2014) (incorporated by reference   as Exhibit 10.18 to the Annual Report on Form 10-K for the year   ended December 31, 2013).            |
|   10.19   |   | Amended   and Restated Investment Technology Group, Inc. Employee Stock Purchase   Plan (incorporated by reference as Exhibit 10.19 to the Annual Report on   Form 10-K for the year ended December 31, 2013).                                                                                                                                   |
|   10.20   |   | Investment   Technology Group, Inc. Deferred Compensation Plan, dated as of   January 1, 1999 (incorporated by reference as Exhibit 10.4.7 to the   Annual Report on Form 10-K for the year ended December 31, 1999).                                                                                                                       |
|   10.21   |   | Sixth   Amended and Restated Stock Unit Award Program Subplan (incorporated by   reference as Exhibit 10.3.21 to the Annual Report on Form 10-K for   the year ended December 31, 2006).                                                                                                                                                              |
|   10.21.1 |   | Amended   and Restated Investment Technology Group, Inc. Stock Unit Award Program   Subplan (incorporated by reference as Exhibit 10.3 to Form 10-Q   dated November 8, 2007).                                                                                                                                                                   |
|   10.21.2 |   | Amended   and Restated Investment Technology Group, Inc. Stock Unit Award Program   Subplan (incorporated by reference as Exhibit 10.14.2 to the Annual   Report on Form 10-K for the year ended December 31, 2007).                                                                                                                             |
|   10.21.3 |   | Amended   and Restated Investment Technology Group, Inc. Stock Unit Award Program   Subplan (incorporated by reference as Exhibit 10.2 to the Form 8-K   dated October 14, 2008).                                                                                                                                                                |
|   10.22   |   | Form of   Amended and Restated Change in Control Agreement (incorporated by reference   as Exhibit 10.10 to the Annual Report on Form 10-K for the year   ended December 31, 2010).                                                                                                                                                              |
|   10.23   |   | Amended   and Restated Investment Technology Group, Inc. Directors’ Retainer Fee   Subplan (incorporated by reference as Exhibit 10.19.2 to the Annual   Report on Form 10-K for the year ended December 31, 2007).                                                                                                                         |
|   10.24   |   | Amended   and Restated Investment Technology Group, Inc. Directors’ Equity Subplan   (incorporated by reference as Exhibit 10.5.3 to the Annual Report on   Form 10-K for the year ended December 31, 2007).                                                                                                                                |
|   10.24.1 |   | Amended   and Restated Investment Technology Group, Inc. Directors’ Equity Subplan   (incorporated by reference as Exhibit 10.1 to the Quarterly Report on   Form 10-Q for the quarter ended March 31, 2012).                                                                                                                               |
|   10.25   |   | Form of   Investment Technology Group, Inc. Stock Unit Grant Agreement for   Non-Employee Directors (incorporated by reference as Exhibit 10.4 to   Form 10-Q dated November 8, 2007).                                                                                                                                                      |

 

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|   10.26  |   | Form of   Investment Technology Group, Inc. Stock Unit Grant Agreement (Annual   Stock Units) for Non-Employee Directors (incorporated by reference as   Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter   ended March 31, 2012).               |
|---------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   10.27  |   | Form of   Investment Technology Group, Inc. Non-Qualified Stock Option Grant   Agreement for Non-Employee Directors (incorporated by reference as   Exhibit 10.7 to Form 10-Q dated November 8, 2007).                                                            |
|   10.28  |   | Amended   and Restated Employment Agreement, dated April 20, 2010, between   Investment Technology Group, Inc. and Robert C. Gasser (incorporated by   reference as Exhibit 10.1 to the Quarterly Report on Form 10-Q   dated May 10, 2010).                      |
|   10.29  |   | Form of   Non-Qualified Stock Option Grant Agreement between Investment Technology   Group, Inc and Robert C. Gasser (incorporated by reference as   Exhibit 10.36 to the Annual Report on Form 10-K for the year ended   December 31, 2007).                     |
|   10.30  |   | Offer   letter dated December 21, 2009 between Steven R. Vigliotti and   Investment Technology Group, Inc. (incorporated by reference as   Exhibit 10.40 to the Annual Report on Form 10-K for the year ended   December 31, 2009).                               |
|   10.31  |   | Amended   and Restated Employee Advisor Agreement, dated May 30, 2008, between   Investment Technology Group, Inc. and Raymond L. Killian, Jr.   (incorporated by reference as Exhibit 10.1 to Form 10-Q dated   August 7, 2008).                            |
|   10.32  |   | Separation   Agreement dated as of February 3, 2010 between Howard C. Naphtali and   Investment Technology Group, Inc. (incorporated by reference as   Exhibit 10.40 to the Annual Report on Form 10-K for the year ended   December 31, 2011).                   |
|   10.33  |   | Retirement   Agreement and General Release, effective August 1, 2011 between   Christopher Heckman and Investment Technology Group, Inc. (incorporated   by reference as Exhibit 10.30 to the Annual Report on Form 10-K for   the year ended December 31, 2012). |
|   10.34  |   | Offer   Letter dated as of September 14, 2011 between David J. Stevens and   Investment Technology Group, Inc. (incorporated by reference as   Exhibit 10.3 to the Quarterly Report on Form 10-Q dated   November 8, 2011).                                       |
|   10.35^ |   | Agreement,   effective December 24, 2012, between David J. Stevens and Investment   Technology Group, Inc. (incorporated by reference as Exhibit 10.32   to the Annual Report on Form 10-K for the year ended December 31,   2012).                               |
|   21.1   |   | Subsidiaries   of Company (incorporated by reference as Exhibit 21.1 to the Annual   Report on Form 10-K for the year ended December 31, 2013).                                                                                                                             |
|   23.1   |   | Consent   of KPMG LLP (incorporated by reference as Exhibit 23.1 to the   Annual Report on Form 10-K for the year ended December 31, 2013).                                                                                                                            |
|   31.1*  |   | Rule 13a-14(a) Certification.                                                                                                                                                                                                                                                    |
|   31.2*  |   | Rule 13a-14(a) Certification.                                                                                                                                                                                                                                                    |
|   32.1   |   | Section 1350   Certification (incorporated by reference as Exhibit 32.1 to the Annual   Report on Form 10-K for the year ended December 31, 2013).                                                                                                                     |
| 101.INS       |   | XBRL   Report Instance Document (incorporated by reference as Exhibit 101.INS   to the Annual Report on Form 10-K for the year ended December 31,   2013).                                                                                                                  |
| 101.SCH       |   | XBRL   Taxonomy Extension Schema Document (incorporated by reference as Exhibit 101.SCH   to the Annual Report on Form 10-K for the year ended December 31,   2013).                                                                                                        |
| 101.PRE       |   | XBRL   Taxonomy Presentation Linkbase Document (incorporated by reference as   Exhibit 101.PRE to the Annual Report on Form 10-K for the year   ended December 31, 2013).                                                                                                   |
| 101.CAL       |   | XBRL   Calculation Linkbase Document (incorporated by reference as   Exhibit 101.CAL to the Annual Report on Form 10-K for the year   ended December 31, 2013).                                                                                                             |
| 101.LAB       |   | XBRL   Taxonomy Label Linkbase Document (incorporated by reference as   Exhibit 101.LAB to the Annual Report on Form 10-K for the year   ended December 31, 2013).                                                                                                          |
| 101.DEF       |   | XBRL   Taxonomy Extension Definition Linkbase Document (incorporated by reference as   Exhibit 101.DEF to the Annual Report on Form 10-K for the year   ended December 31, 2013).                                                                                           |

 

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+                                         Portions of this agreement have been omitted pursuant to a request for confidential treatment filed on February 28, 2011.  The omitted portions have been filed separately with the SEC as required by Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

×                                         This exhibit was filed with the Original Filing and is being re-filed as an exhibit hereto in unredacted form.

 

^                                          Portions of this agreement have been omitted pursuant to a request for confidential treatment filed on March 5, 2013.  The omitted portions have been filed separately with the SEC as required by Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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*                                         Filed herewith.

 

See list of exhibits at Item 15(a)(3) above and exhibits following.

 

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
|   | INVESTMENT   TECHNOLOGY GROUP, INC. |
|--------|------------------------------------------|
|   |                                     |   |
|   | By:                                      | /s/ STEVEN R. VIGLIOTTI |
|   |                                     | Steven R. Vigliotti *Chief Financial Officer and    Duly Authorized Signatory of Registrant* |

 

 

Dated: June 19, 2014

 

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