| Date Filed | Title |
| 03/16/2009 | EX-99 of 8-K for ENSCO INTERNATIONAL INC | |
| | COMPANY NAME(s) - [ENSCO INTERNATIONAL INC (CIK - 314808 /SIC - 1381)] |
| | 09, high 270's plus cost adjustments and two 1-well unpriced options ENSCO 102 KFELS MOD V-A 400 ConocoPhillips High 280's UK / DK Dec. 09 Rate to be mutually agreed from Jul. 09 Well to well, indexed rate Mexico ENSCO 81 MLT 116-C 350 Pemex Mid 160's Mexico Aug. 09 Next 30 day mobilization to Venezuela with mob revenue deferred. 09 Contracted to Anadarko and Eni commencing Apr. |
| |
| 03/16/2009 | EX-10.18 of 10-K for SUMMIT FINANCIAL GROUP INC | |
| | COMPANY NAME(s) - [SUMMIT FINANCIAL GROUP INC (CIK - 811808 /SIC - 6021)] |
| | Licensed to: Summit Financial Group Document Created using EDGARizer 4.0.7.0 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. (SUCCESSOR IN INTEREST TO CAPITAL STATE BANK, INC.) DIRECTORS DEFERRAL PLAN THIS AMENDMENT NO. 3. This Amendment No. One has been duly signed by an authorized officer of Bank and an authorized officer of the Trustee, respectively, all as of this _13th_ day of _November_, 2008. |
| |
| 03/16/2009 | 4 for WARD MICHAEL J | |
| | COMPANY NAME(s) - [WARD MICHAEL J (CIK - 1165185 /SIC - Unspecified), ASHLAND INC (CIK - 1305014 /SIC - 5160)] |
| | X0303 4 2009-03-13 0001305014 ASHLAND INC. ASH 0001165185 WARD MICHAEL J CSX TRANSPORTATION 500 WATER STREET, C-900 JACKSONVILLE FL 32202 1 Common Stock Units 0 2009-03-13 4 J 0 231 7.13 A Common Stock 231 22217 D Restricted Stock Units 2009-03-13 4 J 0 167 7.13 A Common Stock 167 16085 D 1-for-1 Common Stock Units acquired pursuant to Ashland's Deferred Compensation Plan for Non-Employee Directors as of 3-13-09 and exempt under Rule 16b-3. (One (1) Common Stock Unit in the Deferred Compensation Plan for Non-Employee Directors is the equivalent of one (1) share of Ashland Common Stock.) Each Restricted Stock Unit represents a right to receive one (1) share of Ashland Common Stock. Restricted Stock Units acquired pursuant to Ashland's Deferred Compensation Plan for Non-Employee Directors as of 3-13-09 and exempt from Rule 16b-3. (One (1) Restricted Stock Unit in the Deferred Compensation Plan for Non-Employee Directors is the equivalent of one (1) share of Ashland Common Stock.) /s/David B. Mattingly, Attorney-in-Fact 2009-03-16 |
| |
| 03/16/2009 | EX-21.1 of 10-K for MICROMET INC | |
| | COMPANY NAME(s) - [MICROMET INC (CIK - 1131907 /SIC - 2836)] |
| | Exhibit 21.1 Name of Subsidiary Jurisdiction of Incorporation Ownership Micromet Holdings, Inc. Micromet AG Germany 100% owned by Micromet Holdings, Inc. Nevada 100% owned by Micromet, Inc. Delaware 100% owned by Micromet, Inc. |
| |
| 03/16/2009 | EX-10.38 of 10-K for LIBBEY INC | |
| | COMPANY NAME(s) - [LIBBEY INC (CIK - 902274 /SIC - 3220)] |
| | If the Eligible Employee elects an Optional Form that provides for a benefit to a joint pensioner, the Eligible Employee shall designate such joint pensioner at the time the Eligible Employee elects such Optional Form. 5.03 If the Plan is terminated, actually or constructively, the accrued Excess and Supplemental Benefits of all Eligible Employees hereunder as of the date of such actual or constructive termination shall thereupon become fixed, fully vested, and nonforfeitable. 6.03 Rights of Eligible Employees under the Plan shall not be assignable or transferable, or subject to encumbrance or charge of any nature, otherwise than by designation of beneficiary to take effect at date of death. IN WITNESS WHEREOF, the Board has caused the Libbey Inc. 34-1559357 Blank Space Libbey Glass Inc. |
| |
| 03/16/2009 | EX-31.A of 10-K for NATIONAL WESTERN LIFE INSURANCE CO | |
| | COMPANY NAME(s) - [NATIONAL WESTERN LIFE INSURANCE CO (CIK - 70684 /SIC - 6311)] |
| | Licensed to: National Western Life Insurance Company Document Created using EDGARizer 4.0.7.0 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved EXHIBIT 31(a) CERTIFICATION I, Robert L. Moody, certify that: 1. I have reviewed this report on Form 10-K of National Western Life Insurance Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 13, 2009 /S/ Robert L. Moody Robert L. Moody Chairman of the Board and Chief Executive Officer |
| |
| 03/16/2009 | FWP for BARCLAYS BANK PLC ENG | |
| | COMPANY NAME(s) - [BARCLAYS BANK PLC ENG (CIK - 312070 /SIC - 6029), BARCLAYS BANK PLC ENG (CIK - 312070 /SIC - 6029)] |
| | 55.71 $ 46.34 $ 46.49 September 30, 2008 $ 59.22 $ 42.34 $ 49.05 December 31, 2008 $ 48.75 $ 25.60 $ 34.53 March 12, 2009 $ 38.60 $ 25.00 $ 28.49 * High, low and closing prices are for the period starting January 1, 2009 and ending March 12, 2009. Some amounts are rounded and actual returns may be different. Assumptions: Investor purchases $1, 000 principal amount of Notes on the initial valuation date at the initial public offering price and holds the Notes to maturity. Linked share: TGT Initial price: $28.49 Protection level: 65.00% Protection price: $18.52 Physical delivery amount: 35($1, 000/Initial price) Fractional shares: 0.100035 Coupon: 13.50% per annum Maturity: September 30, 2009 Dividend yield: 2.07% per annum Coupon amount monthly: $11.25 FWP-40 Table of Hypothetical Values at Maturity 6-Month Total Return Final Level (% Change) Investment in the Notes Direct Investment in the Linked Shares + 100% 6.75% 101.04% + 90% 6.75% 91.04% + 80% 6.75% 81.04% + 70% 6.75% 71.04% + 60% 6.75% 61.04% + 50% 6.75% 51.04% + 40% 6.75% 41.04% + 30% 6.75% 31.04% + 20% 6.75% 21.04% + 10% 6.75% 11.04% + 5% 6.75% 6.04% 0% 6.75% 1.04% Protection Price Ever Breached |
| |
| 03/16/2009 | EX-21.1 of 10-K for BLUEGREEN CORP | |
| | COMPANY NAME(s) - [BLUEGREEN CORP (CIK - 778946 /SIC - 6531)] |
| | EXHIBIT 21.1 Bluegreen Corporation Subsidiaries Big Cedar JV Interiors, LLC Bluegreen Asset Management Corporation Bluegreen/Big Cedar Vacations, LLC Bentwater Realty, Inc Bluegreen Beverage, LLC Bluegreen Carolina Lands, LLC Bluegreen Communities, LLC Bluegreen Communities of Georgia, LLC Bluegreen Communities of Georgia Realty, Inc. Bluegreen Resorts of Canada, Inc. Bluegreen Resorts Management, Inc. BXG Construction, LLC BXG Realty, Inc. Jordan Lake Preserve Corporation King Oaks at College Station, LLC King Oaks, LLC Lake Ridge Realty, Inc. SC HOLDCO, LLC Select Connections, LLC Sugar Tree on The Brazos, LLC Texas Hill Country Realty, Inc. |
| |
| 03/16/2009 | EX-23 of 10-K for APPLIED ENERGETICS INC | |
| | COMPANY NAME(s) - [APPLIED ENERGETICS INC (CIK - 879911 /SIC - 3812)] |
| | EXHIBIT 23 201 E. Camelback Road, Suite 360 Phoenix, Arizona 85016 Telephone: 602-956-3400 Fax: 602-956-3402 Consent of Independent Registered Public Accounting Firm Applied Energetics, Inc. 33-82758, 33-89800, 33-94924, 333-21667, 333-130012 and 333-137324) and Form S-8 (Nos. of our reports dated March 11, 2009, relating to the consolidated financial statements and financial statement schedule, and the effectiveness of Applied Energetics, Inc.’s internal control over financial reporting, which appear in this Form 10-K. /s/ BDO Seidman, LLP Phoenix, Arizona March 11, 2009 |
| |
| 03/16/2009 | D/A for Morgan Creek Partners II L P | |
| | COMPANY NAME(s) - [Morgan Creek Partners II L P (CIK - 1379985 /SIC - Unspecified)] |
| | X0301 D/A LIVE 0001379985 Morgan Creek Partners II L P c/o Morgan Creek Capital Partners, LLC 301 West Barbee Chapel Road, Suite 200 Chapel Hill NC 27517 919-933-4004 None DE Limited Partnership true 2006 Mark W. Yusko c/o Morgan Creek Capital Partners, LLC 301 West Barbee Chapel Road, Suite 200 Chapel Hill NC 27517 Executive Officer Mark W. Yusko is an executive officer of Morgan Creek Capital Partners, LLC, the General Partner of the Issuer. Pooled Investment Fund Hedge Fund false Decline to Disclose 06 3C 3C.7 true 9999999997-06-044578 2007-04-27 true true false 250000 Telemus Investment Brokers, LLC 133957 None None Two Towne Square, Ste. 5393 None None 101 Montgomery Street San Francisco CA 94104 All States Indefinite 121919196 Indefinite true 4 126 0 true 0 true The entities listed in Item 12 above are paid directly or indirectly commissions or similar sales compensation equal to a percentage of the fee paid to the General Partner (or its affiliate) from the assets under management and/or the incentive allocation 0 true The General Partner (or its affiliate) is entitled to receive an annual management fee in an amount equal to a specified percentage of assets under management. |
| |
| 03/16/2009 | EX-32.1 of 10-K for PLUG POWER INC | |
| | COMPANY NAME(s) - [PLUG POWER INC (CIK - 1093691 /SIC - 3620)] |
| | Document Prepared With EDGARSTAR Software Copyright 2007 EDGARSTAR TRADEMARK All rights reserved EDGAR2.com Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Plug Power Inc. (the Company ) on Form 10-K for the period ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the Report ), I, Andrew Marsh, Chief Executive Officer of the Company, certify, solely pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. This certification is being furnished and not filed, and shall not be incorporated into any documents for any other purpose, under the Securities Exchange Act of 1934 or the Securities Act of 1933. /s/ ANDREW MARSH Andrew Marsh Chief Executive Officer March 16, 2009 |
| |
| 03/16/2009 | EX-31.2 of 10-K for Hill International Inc | |
| | COMPANY NAME(s) - [Hill International Inc (CIK - 1287808 /SIC - 8711)] |
| | Exhibit 31.2 Section 302 Certification of Chief Financial Officer I, John Fanelli III, certify that: 1. I have reviewed this Annual Report on Form 10-K of Hill International, Inc. for the fiscal year ended December 31, 2008; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), for the registrant and have: a. Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of the registrant s disclosure controls and procedures; and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the registrant s internal control over financial reporting that occurred during the registrant s most recent fiscal quarter (the registrant s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant s internal control over financial reporting; and 5. The registrant s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant s auditors and the audit committee of registrant s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant s internal control over reporting. Date: March 16, 2009 By: /s/ JOHN FANELLI III John Fanelli III Senior Vice President and Chief Financial Officer |
| |
| 03/16/2009 | 10-K for NOVATEL WIRELESS INC | |
| | COMPANY NAME(s) - [NOVATEL WIRELESS INC (CIK - 1022652 /SIC - 3669)] |
| | 333-42570), filed September 14, 2000, as amended). 10.13* Form of Change of Control Letter Agreement by and between the Company and certain of its executive officers (incorporated by reference to Exhibit 10.1 to the Company s Quarterly Report on Form 10-Q for the period ended June 30, 2004, filed August 16, 2004). 10.14* Form of 2007 Executive Officer Bonus Plan (incorporated by reference to Exhibit 10.8 to the Company s Quarterly Report on Form 10-Q for the period ended March 31, 2007, filed May 10, 2007). 10.16* Employment Agreement, dated November 2, 2007, by and between Peter V. Leparulo and the Company (incorporated by reference to Exhibit 10.1 to the Company s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, filed November 9, 2007). Exhibit Number Description 10.17* Separation Agreement, dated December 8, 2008, by and between George B. Weinert and the Company (incorporated by reference to Exhibit 10.1 to the Company s Current Report on Form 8-K, filed December 10, 2008). 10.18** Consulting Agreement, dated December 5 th , 2008, by and between John R. Ross and the Company. 21 Subsidiaries of Novatel Wireless, Inc. (incorporated by reference to Exhibit 21 to the Company s Annual Report on Form 10-K for the year ended December 31, 2005, filed March 16, 2006). 23.1** Consent of KPMG LLP, Independent Registered Public Accounting Firm. 24 Power of Attorney (See signature page). 31.1 Certification of our Principal Executive Officer adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.** 31.2 Certification of our Principal Financial Officer adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.** 32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** * Management contract, compensatory plan, or arrangement ** Filed herewith |
| |
| 03/16/2009 | EX-99.L INT CAP AGRE of 485APOS for RAM Funds | |
| | COMPANY NAME(s) - [RAM Funds (CIK - 1423046 /SIC - Unspecified), RAM Funds (CIK - 1423046 /SIC - Unspecified)] |
| | INITIAL CAPITAL AGREEMENT March 13, 2008 Board of Trustees of The RAM Funds 225 Pictoria Drive Suite 450 Cincinnati, Ohio 45246 Ladies and Gentlemen: The undersigned hereby subscribes for 10, 000 Shares of Beneficial Interest, no par value, of The RAM Capital Appreciation Fund, a series of The RAM Funds, an Ohio business trust, at $10.00 per share for an aggregate purchase price of $100, 000. My payment in full is confirmed. The undersigned represents and agrees that he is purchasing these Shares for investment purposes, for his own account and risk and not with a view to any sale, division or other distribution thereof within the meaning of the Securities Act of 1933, nor with any present intention of distributing or selling such shares. Very truly yours, /s/ John C. Riazzi -------------------------- John C. Riazzi Confirmed and Accepted: The RAM Funds By: /s/ John C. Riazzi ------------------------ Its: President |
| |
| 03/16/2009 | EX-31.1(B) of 10-Q for PROFESSIONAL VETERINARY PRODUCTS LTD NE | |
| | COMPANY NAME(s) - [PROFESSIONAL VETERINARY PRODUCTS LTD NE (CIK - 947425 /SIC - 5099)] |
| | PAGEBREAK EXHIBIT 31.1(B) Certification required by Rules 13a-14(a) and 15d-14(a) I, Neal B. Soderquist, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Professional Veterinary Products, Ltd.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have: a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and d) disclosed in this quarterly report any change in the registrant s internal control over financial reporting that occurred during the registrant s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant s internal control over financial reporting; and 5. The registrant s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant s auditors and the audit committee of the registrant s board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant s ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant s internal control over financial reporting. March 13, 2009 /s/ Neal B. Soderquist Neal B. Soderquist Chief Financial Officer and Vice President Folio /Folio |
| |
| 03/16/2009 | EX-32.1 of 10-K for FLUSHING FINANCIAL CORP | |
| | COMPANY NAME(s) - [FLUSHING FINANCIAL CORP (CIK - 923139 /SIC - 6035)] |
| | Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Flushing Financial Corporation (the Corporation ) on Form 10-K for the year ending December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the Report ), I, John R. Buran, Chief Executive Officer of the Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation. By: /s/John R. Buran John R. Buran Chief Executive Officer March 16, 2009 130 |
| |
| 03/16/2009 | 8-K for ABERCROMBIE FITCH CO DE | |
| | COMPANY NAME(s) - [ABERCROMBIE FITCH CO DE (CIK - 1018840 /SIC - 5651)] |
| | PAGEBREAK UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2009 (March 12, 2009) ABERCROMBIE & FITCH CO. Other Events. On March 12, 2009, the United States District Court for the Southern District of Ohio entered an order granting the Registrant s motion to dismiss the derivative action styled The Booth Family Trust v. Michael Jeffries, et al., and three related derivative cases, which had been consolidated with that action. ABERCROMBIE & FITCH CO. Dated: March 16, 2009 By: /s/ David S. Cupps David S. Cupps Senior Vice President, General Counsel and Secretary 3 |
| |
| 03/16/2009 | EX-31.1 of 10-K/A for PASSUR Aerospace Inc | |
| | COMPANY NAME(s) - [PASSUR Aerospace Inc (CIK - 225628 /SIC - 3576)] |
| | EXHIBIT 31.1 CERTIFICATION I, James T. Barry, Chief Executive Officer, certify that: 1. I have reviewed this Form 10-K/A (Amendment No. 1 to Annual Report on Form 10-K for the fiscal year ended October 31, 2008) of PASSUR Aerospace, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 16, 2009 By: /s/ James T. Barry ------------------ James T. Barry President and Chief Executive Officer |
| |
| 03/16/2009 | EX-23.1 of 10-K for CLAYTON WILLIAMS ENERGY INC DE | |
| | COMPANY NAME(s) - [CLAYTON WILLIAMS ENERGY INC DE (CIK - 880115 /SIC - 1311)] |
| | Licensed to: Clayton Williams Energy, Inc. Document Created using EDGARizer 4.0.7.0 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. and subsidiaries: We consent to the incorporation by reference in Registration Statements on Form S-8 (Nos. 33-68320, 33-68318, 33-68316, 33-69688, and 33-92834 ) and on Form S-3 (No. 333-116825) of Clayton Williams Energy, Inc. and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2008, and the related financial statement schedule as of December 31, 2008 and the effectiveness of internal control over financial reporting as of December 31, 2008, which reports appear in the December 31, 2008 annual report on Form 10-K of Clayton Williams Energy, Inc. 48, “Accounting for Uncertainty in Income Taxes”, effective January 1, 2007, and the Company’s adoption of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements”, as it relates to financial instruments, effective January 1, 2008. |
| |
| 03/16/2009 | EX-32.1 of 10-K for KNOLOGY INC | |
| | COMPANY NAME(s) - [KNOLOGY INC (CIK - 1096788 /SIC - 4812)] |
| | EXHIBIT 32.1 STATEMENT OF THE CHIEF EXECUTIVE OFFICER OF KNOLOGY, INC. PURSUANT TO 18 U.S.C. 1350 AS ADOPTED PURSUANT TO 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned hereby certifies in his capacity as an officer of Knology, Inc. (the Company ) that, to his knowledge, this annual report on Form 10-K for the period ended December 31, 2008, as filed with the Securities and Exchange Commission (this Report ), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, and the information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: March 13, 2009 /s/ Rodger L. Johnson Rodger L. Johnson Chief Executive Officer This exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings. |
| |
| 03/16/2009 | EX-4.5 of 10-K for BAR HARBOR BANKSHARES | |
| | COMPANY NAME(s) - [BAR HARBOR BANKSHARES (CIK - 743367 /SIC - 6022)] |
| | 3.2 This Purchase Agreement shall not be changed, modified or amended except by a writing signed by the parties to be charged and the obligations under this Purchase Agreement may not be discharged except by performance in accordance with its terms or by a writing signed by the party to be charged. EACH OF THE ISSUER, PURCHASER AND THE BANK, ON BEHALF OF ITSELF AND ITS SUBSIDIARIES (INCLUDING, WITHOUT LIMITATION, THE ISSUER), HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE CITY OF NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS PURCHASE AGREEMENT OR ANY OF THE MATTERS CONTEMPLATED HEREBY, IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY DEFENSE OF LACK OF PERSONAL JURISDICTION AND IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. 3.6 This Purchase Agreement may be executed in one or more counterparts each of which shall be deemed an original, but all of which shall together constitute one and the same instrument. IN WITNESS WHEREOF, this Purchase Agreement is agreed to and accepted as of the day and year first written above. |
| |
| 03/16/2009 | EX-99.(D)(1) of SC TO-I for WILLIAMS SONOMA INC | |
| | COMPANY NAME(s) - [WILLIAMS SONOMA INC (CIK - 719955 /SIC - 5700), WILLIAMS SONOMA INC (CIK - 719955 /SIC - 5700)] |
| | (i) provide that such Awards shall be assumed or equivalent awards shall be substituted, by the acquiring or succeeding corporation or other entity (or an affiliate thereof), and/or (ii) upon written notice to the Participants, provide that all Awards will terminate immediately prior to the consummation of the Transaction. In the event of a Transaction that qualifies as a change in the ownership or effective control of the Company under Code Section 409A or the proposed or final Treasury Regulations thereunder, as applicable, any outstanding Deferred Stock Awards shall be paid out to the Participant, to the extent then vested, upon the date of such Transaction. The Administrator may require the placing of such stop-orders and restrictive legends on certificates for Stock (as described in Section 18(b) below) as it deems appropriate. 19 (c) Other Compensation Arrangements; No Employment Rights . Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, including trusts, and such arrangements may be either generally applicable or applicable only in specific cases. SECTION 19. GOVERNING LAW This Plan and all Awards and actions taken thereunder shall be governed by, and construed in accordance with, the laws of the State of California, applied without regard to conflict of law principles. |
| |
| 03/16/2009 | EX-32 of 10-K for VNUS MEDICAL TECHNOLOGIES INC | |
| | COMPANY NAME(s) - [VNUS MEDICAL TECHNOLOGIES INC (CIK - 1040666 /SIC - 3845)] |
| | PAGEBREAK EXHIBIT 32 The following certifications are being furnished solely to accompany the Report pursuant to 18 U.S.C. 1350 and in accordance with SEC Release No. /s/ BRIAN E. FARLEY Brian E. Farley President, Chief Executive Officer and Director (Principal Executive Officer) Dated: March 13, 2009 A signed original of this written statement required by Section 906 has been provided to VNUS Medical Technologies, Inc. Certification of Principal Financial Officer Pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of VNUS Medical Technologies, Inc., a Delaware corporation (the Company ), hereby certifies, to his knowledge, that: (i) the accompanying Annual Report on Form 10-K of the Company for the period ended December 31, 2008 (the Report ) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. and furnished to the Securities and Exchange Commission or its staff upon request. |
| |
| 03/16/2009 | EX-10.17 of 10-K for THINKORSWIM GROUP INC | |
| | COMPANY NAME(s) - [THINKORSWIM GROUP INC (CIK - 1145124 /SIC - 6211)] |
| | The Participant acknowledges that he has been afforded full opportunity to request any and all relevant information and ask questions concerning the purposes and business of the Company, has been provided all information and copies of all documents he has requested, and has received answers to such questions to his full satisfaction. 11. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the state of Delaware. In the event of a conflict between the terms of the Plan and the terms of this Agreement, the terms of the Plan shall control. IN WITNESS WHEREOF, the Participant has hereunto set his hand and the Company has caused this Agreement to be executed in its name and on its behalf, effective as of the date first written above. |
| |
| 03/16/2009 | 4 for McGrath Don J | |
| | COMPANY NAME(s) - [McGrath Don J (CIK - 1405481 /SIC - Unspecified), DELUXE CORP (CIK - 27996 /SIC - 2780)] |
| | X0303 4 2009-03-13 0000027996 DELUXE CORP DLX 0001405481 McGrath Don J 180 MONTGOMERY STREET SAN FRANCISCO CA 94104 1 0 0 0 Common Stock 2009-03-13 4 J 0 2047 7.94 A 13740 D Common Stock 2000 I By Trust Securities acquired represent restricted stock units received in lieu of director fees pursuant to the Company's Non-Employee Director Stock and Deferral Plan. These units will convert to shares of Common Stock on deferred dates specified by the director. Total direct ownership reported in column 5 includes 6, 585 shares of restricted stock and 7, 155 restricted stock units. Anthony C. Scarfone as Power of Attorney for Don J. McGrath 2009-03-16 |
| |