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OMB APPROVAL
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OMB Number: 3235-0145
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Expires:
February 28, 2009
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7 )*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Ann Becher Smead
Foster City LLC
395 Mill Creek Circle
Vail, Colorado 81657
(970) 479-9433
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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CUSIP No.
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461148-AA6
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Page
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2
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of
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5
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1
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NAMES OF REPORTING PERSONS:
Foster City LLC
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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94-3258541
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a)
o
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(b)
þ
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3
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SEC USE ONLY:
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS):
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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California
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7
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SOLE VOTING POWER:
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NUMBER OF
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563,031
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SHARES
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8
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SHARED VOTING POWER:
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BENEFICIALLY
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OWNED BY
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N/A
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EACH
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9
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SOLE DISPOSITIVE POWER:
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REPORTING
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PERSON
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563,031
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WITH
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10
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SHARED DISPOSITIVE POWER:
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N/A
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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563,031
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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2.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
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IV
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2
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CUSIP No.
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461148-AA6
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Page
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3
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of
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5
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1
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NAMES OF REPORTING PERSONS:
Redemco, L.L.C.
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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94-3372020
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a)
o
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(b)
þ
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3
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SEC USE ONLY:
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS):
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Delaware
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7
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SOLE VOTING POWER:
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NUMBER OF
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440,969
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SHARES
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8
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SHARED VOTING POWER:
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BENEFICIALLY
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OWNED BY
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N/A
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EACH
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9
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SOLE DISPOSITIVE POWER:
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REPORTING
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PERSON
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440,969
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WITH
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10
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SHARED DISPOSITIVE POWER:
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N/A
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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440,969
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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2.1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
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IV
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3
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CUSIP No.
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461148-AA6
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Page
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4
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of
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5
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1
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NAMES OF REPORTING PERSONS:
Mill Creek Systems, LLC
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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84-1526882
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a)
o
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(b)
þ
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3
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SEC USE ONLY:
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS):
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Colorado
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7
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SOLE VOTING POWER:
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NUMBER OF
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440,969
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SHARES
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8
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SHARED VOTING POWER:
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BENEFICIALLY
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OWNED BY
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N/A
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EACH
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9
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SOLE DISPOSITIVE POWER:
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REPORTING
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PERSON
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440,969
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WITH
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10
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SHARED DISPOSITIVE POWER:
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N/A
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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440,969
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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2.1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
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IV
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4
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CUSIP No.
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461148-AA6
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Page
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5
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of
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5
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1
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NAMES OF REPORTING PERSONS:
Ann Becher Smead
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a)
o
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(b)
þ
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3
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SEC USE ONLY:
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS):
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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United States of America
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7
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SOLE VOTING POWER:
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NUMBER OF
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440,969
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SHARES
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8
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SHARED VOTING POWER:
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BENEFICIALLY
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OWNED BY
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N/A
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EACH
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9
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SOLE DISPOSITIVE POWER:
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REPORTING
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PERSON
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440,969
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WITH
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10
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SHARED DISPOSITIVE POWER:
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N/A
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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440,969
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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2.1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
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IN
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5
This Amendment No. 7 to the statement of beneficial ownership on Schedule
13D is hereby filed by Foster City LLC on behalf of all the persons listed above (the Filing
Persons) pursuant to Rule 13d-
1(a)
and Rule 13d-
1(k)
to amend and restate that statement of
beneficial ownership on Schedule 13D (the Schedule 13D) originally filed with the SEC on December
10, 1999, and amended on March 21, 2000, June 18, 2003, January 26, 2004, February 10, 2004,
September 8, 2005, and January 19, 2006 . Foster City LLC is a California limited liability
company. Ann Becher Smead is a Manager of Foster City LLC and the sole Manager of Mill Creek
Systems, LLC, a Colorado limited liability company. Mill Creek Systems, LLC is a Managing Member
of Redemco, L.L.C., a Delaware limited liability company.
This
Amendment No. 7 is being filed to report the sale by Redemco,
L.L.C. of
846,226
shares
and the sale by The Ann Becher Smead Marital Trust of 10,000 shares of common stock of Intevac,
Inc., a California corporation.
Item 1. Security and Issuer
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This amended statement of beneficial ownership on Schedule 13D (this Statement) relates to
the common stock, no par value (the Common Stock), of Intevac, Inc., a California
corporation (Intevac or Issuer). The principal executive offices of Intevac are located
at 3550 Bassett Street, Santa Clara, California 95954.
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Item 2. Identity and Background
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(a)
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This Statement is filed on behalf of Foster City LLC, a California limited
liability company, Redemco, L.L.C., a Delaware limited liability company, Mill Creek
Systems, LLC, a Colorado limited liability company, and Ann Becher Smead.
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(b)-(c)
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Foster City LLC is a holding company for various investments. Ann Becher Smead is
one of three Managers of Foster City LLC. The address of Foster City LLCs principal
business is 395 Mill Creek Circle, Vail, Colorado 81657. The address of Foster City
LLCs executive offices is the same as the address of its principal business.
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Redemco, L.L.C. is a holding company for various investments. Mill Creek Systems,
LLC is one of two Managing Members of Redemco, L.L.C. The address of Redemco,
L.L.C.s principal business is 395 Mill Creek Circle, Vail, Colorado 81657. The
address of Redemco, L.L.C.s executive offices is the same as the address of its
principal business.
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Mill Creek Systems, LLC is a holding company for various investments. Ann Becher
Smead is the sole Manager of Mill Creek Systems, LLC. The address of Mill Creek
System LLCs principal business is 395 Mill Creek Circle, Vail, Colorado 81657. The
address of Mill Creek Systems, LLCs executive offices is the same as the address of
its principal business.
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Set forth on Schedule I is the name, and present principal occupation or employment,
and the name, principal business and address of any corporation or other organization
in which such employment is conducted, of each of the directors and executive
officers of or other persons exercising control over Foster City LLC, Redemco, L.L.C.
and Mill Creek Systems, LLC as of the date hereof.
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(d)-(e)
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During the last five years, the Filing Persons (i) have not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) have
not been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
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(f)
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Ann Becher Smead is a citizen of the United States of America.
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Item 3. Source and Amount of Funds or Other Consideration
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The initial source and consideration used to acquire the 5,600,000 shares of Common Stock of
Intevac originally held by Foster City LLC and Redemco, L.L.C. was pursuant to a Promissory
Note dated December 1, 1999 issued
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by Foster City LLC to Kaiser Aerospace & Electronics Corporation, as previously reported and
filed with the initial Schedule 13D. Initially, Foster City LLC directly owned all
5,600,000 shares.
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On June 18, 2003, Foster City LLC sold 3,255,969 shares of Common Stock of Intevac to
Redemco, L.L.C. pursuant to that certain Stock Purchase Agreement, dated June 16, 2003,
between Redemco, L.L.C. and Foster City LLC (the Stock Purchase Agreement), at a purchase
price of $13,316,913.21, or $4.09 per share of Common Stock representing the average
(rounded to the nearest whole cent per share) of the high and low sales prices of the Common
Stock as quoted on the National Association of Securities Dealers National Market System for
the 15 trading days ending on the day immediately preceding the date of the Stock Purchase
Agreement, minus a discount equal to 20% of the average price of a share of Common Stock
(the Purchase Price). Consideration for the purchase price consisted of (a) Redemco,
L.L.C.s cancellation of Foster City LLCs obligation to repay the outstanding principal
amount and accrued but unpaid interest owing under that certain Promissory Note of Foster
City LLC payable to Redemco, L.L.C. in the original principal amount of $17,000,000.00 and
dated November 29, 2000, and (b) cash in an amount equal to $446,554.80.
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On January 26, 2004, Mill Creek Systems, LLC and Ann Becher Smead were added as Filing
Persons and Edward Durbin and H. Joseph Smead were removed as Filing Persons as a result of
a reallocation among the Filing Persons of the percentage of the outstanding Common Stock
which may be deemed to be beneficially owned by the Filing Persons due to a change in
management of Foster City LLC and Redemco, L.L.C and the death of H. Joseph Smead. H.
Joseph Smead, a former Manager of Foster City LLC and the former Managing Member of Redemco,
L.L.C., died in December 2003. Ann Becher Smead was appointed the Personal Representative
of the Estate of H. Joseph Smead. On January 14, 2004, Ann Becher Smead and John D. Smead
were appointed as Managers of Foster City LLC. Edward Durbin is also a Manager of Foster
City LLC. On that same date, Mill Creek Systems, LLC and John D. Smead were appointed as
Managing Members of Redemco, L.L.C. No funds or other consideration were paid for the
described change in management of Foster City LLC or Redemco, L.L.C. or the reallocation of
beneficial ownership.
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Item 4. Purpose of Transaction
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The 5,600,000 shares of Common Stock initially acquired by Foster City LLC, including those
sold to Redemco, L.L.C., were acquired and sold for investment purposes in the ordinary
course of business of Foster City LLC, and were not acquired or sold for the purpose of and
do not have the effect of changing or influencing the control of Intevac nor in connection
with or as a participant in any transaction having such purpose or effect.
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The 3,255,969 shares of Common Stock initially acquired by Redemco, L.L.C. from Foster City
LLC were acquired for investment purposes in the ordinary course of business of Redemco,
L.L.C., and were not acquired or sold for the purpose of and do not have the effect of
changing or influencing the control of the Intevac nor in connection with or as a
participant in any transaction having such purpose or effect.
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Other than as reported herein, Filing Persons currently have no plan or proposals which
relate to, or may result in, any of the matters listed in Items 4(a) (j) of Schedule 13D
(although Filing Persons reserve the right to develop such plans).
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(a)
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Subject to market conditions and other factors deemed relevant by the Reporting
Persons, or any of them, Foster City LLC, Redemco, L.L.C., and The Ann Becher Smead
Marital Trust, as the case may be, may, from time to time, directly or indirectly,
dispose of additional shares of the Common Stock or purchase additional such shares in
open-market or privately negotiated transactions.
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Item 5. Interest in Securities of the Issuer
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(a)
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As of the date hereof, Foster City LLC owns of record 563,031 shares of Common
Stock, representing 2.7% of the outstanding shares of Common Stock
(the percentage of shares owned being based upon 20,919,251 shares
outstanding on February 27, 2006, as set
forth in Intevacs Form 10-K filed March 15, 2006).
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As of the date hereof, Redemco, L.L.C. owns of record 440,969 shares of Common Stock,
representing 2.1% of the outstanding shares of Common Stock (the percentage of shares
owned being based upon 20,919,251 shares outstanding on
February 27, 2006, as set
forth in Intevacs Form 10-K filed March 15, 2006).
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As of the date hereof, Mill Creek Systems, LLC may be deemed to own indirectly
440,969 shares of Common Stock, representing 2.1% of the outstanding shares of Common
Stock (the percentage of shares owned being based upon 20,919,251 shares outstanding
on February 27, 2006, as set forth in Intevacs Form 10-K filed March 15, 2006), by
virtue of its status as a Managing Member of Redemco, L.L.C.
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As of the date hereof, Ann Becher Smead may be deemed to own indirectly 440,969
shares of Common Stock, representing 2.1% of the outstanding shares of Common Stock
(the percentage of shares owned being based upon 20,919,251 shares outstanding on
February 27, 2006, as set forth in Intevacs Form 10-Q filed March 15, 2006), by
virtue of her status as (i) the sole Manager of Mill Creek Systems, LLC, a Managing
Member of Redemco, L.L.C., and (ii) owner of, together with the Ann Becher Smead
Marital Trust, a 100% interest in Mill Creek Systems, LLC and (iii) the Co-Trustee of
The Ann Becher Smead Marital Trust. Ann Becher Smead is also one of three Managers
of Foster City LLC. Ann Becher Smead does not have sole or shared power to vote of
dispose of any shares of Common Stock held of record by Foster City LLC.
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(b)
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Foster City LLC has sole power to vote and to dispose of 563,031 shares of
Common Stock.
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Redemco, L.L.C. has sole power to vote and to dispose of 440,969 shares of Common
Stock.
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Mill Creek Systems, LLC has sole power to vote and to dispose of 440,969 shares of
Common Stock.
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Ann Becher Smead has sole power to vote and to dispose of 440,969 shares of Common
Stock. She had, in her capacity as Co-Trustee, shared power to vote and to dispose
of the 10,000 shares of Common Stock sold by the Ann Becher Smead Marital Trust with
John D. Smead, the other Co-Trustee of the Ann Becher Smead Marital Trust, which sale
is reported in this Amendment No. 7. John D. Smead is a citizen of the United Stated
of America. During the last five years, he (i) has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) and (ii) has not
been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with
respect to such laws. Set forth on Schedule I is Mr. Smeads present principal
occupation or employment, and the name, principal business and address of any
corporation or other organization in which such employment is conducted as of the
date hereof
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(c)
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Except as described below, none of the Filing Persons has effected any
transactions in the Common Stock Since January 19, 2006, the date of filing of
Amendment No. 6 to this Schedule:
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This Amendment No. 7 to Schedule 13D relates to the sale by Redemco, L.L.C. of an
aggregate of 846,226 shares of Common Stock of Intevac in a series of
block transactions described below constituting public resales, 31,226 shares of
which were conducted under Intevacs registration statement on Form S-3 filed May 16,
2005, and as such registration statement has been amended, and the balance of which
were conducted under Rule 144 promulgated under the Securities Act of 1933, as
amended. No funds or other consideration were paid by Redemco, L.L.C. with respect
to its sale of the Common Stock other than a brokerage commission of $0.07 per share
sold, or $59,235.82 in the aggregate. The following is a breakdown by transaction of
the shares sold by Redemco, L.L.C. and the price per share at which such shares were
sold on such day:
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Date of Sale
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No. of Shares Sold
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|
Price Per Share
|
|
|
Total Price
|
|
|
Transaction Type
|
|
|
February 27, 2006
|
|
|
14,416
|
|
|
$22.8992
|
|
|
$330,114.87
|
|
|
Block Sale Under
Registration Statement
|
|
|
February 28, 2006
|
|
|
16,810
|
|
|
$22.3810
|
|
|
$376,224.61
|
|
|
Block Sale Under
Registration Statement
|
|
|
February 28, 2006
|
|
|
27,000
|
|
|
$22.0123
|
|
|
$594,332.10
|
|
|
Block Sale Under
Rule 144
|
|
|
March 1, 2006
|
|
|
153,000
|
|
|
$22.3408
|
|
|
$3,418,142.40
|
|
|
Block Sale Under
Rule 144
|
|
|
March 2, 2006
|
|
|
35,500
|
|
|
$21.8797
|
|
|
$776,729.35
|
|
|
Block Sale Under
Rule 144
|
|
|
March 3, 2006
|
|
|
247,907
|
|
|
$21.3281
|
|
|
$5,287,385.29
|
|
|
Block Sale Under
Rule 144
|
|
|
March 6, 2006
|
|
|
36,593
|
|
|
$20.4000
|
|
|
$746,497.20
|
|
|
Block Sale Under
Rule 144
|
|
|
March 14, 2006
|
|
|
140,000
|
|
|
$20.5000
|
|
|
$2,870,000.00
|
|
|
Block Sale Under Rule 144
|
|
|
March 17, 2006
|
|
|
58,861
|
|
|
$21.7907
|
|
|
$1,282,622.39
|
|
|
Block Sale Under Rule 144
|
|
|
March 20, 2006
|
|
|
116,139
|
|
|
$21.8248
|
|
|
$2,534,710.45
|
|
|
Block Sale Under Rule 144
|
|
|
|
|
|
This Amendment No. 7 to Schedule 13D also relates to the sale on March 9, 2006, by
The Ann Becher Smead Marital Trust of 10,000 shares of Common Stock of Intevac in
open market transactions at an average price per share of $21.7037, or $217,037.00 in
the aggregate. Such sale constituted a public resale conducted under Rule 144
promulgated under the Securities Act of 1933, as amended. No funds or other
consideration were paid by The Ann Becher Smead Marital Trust with respect to its
sale of the Common Stock other than a brokerage commission of $600.00 in the
aggregate.
|
|
(d)
|
|
The Filing Persons know of no person, other than the Filing Persons, who has
the right to receive or the power to direct the receipt of dividends from or the
proceeds from the sale of the shares of Common Stock beneficially owned by Filing
Persons as reported herein.
|
|
(e)
|
|
On February 10, 2004, Foster City LLC ceased to be the beneficial owner of more
than 5% of the Common Stock of Intevac.
|
|
|
|
On March 3, 2006, Redemco, L.L.C., Mill Creek Systems, LLC, and Ann Becher Smead each
ceased to be the beneficial owner of more than 5% of the Common Stock of Intevac.
|
|
|
|
On March 20, 2006, the Filing Persons, in the aggregate,
ceased to be the beneficial owners of more than 5% of the Common
Stock of Intevac.
|
|
|
Neither this present filing nor any future amendment thereof by the Filing Persons shall be
construed as an admission that any Filing Person constitutes a person for any purpose
other than Section 13(d) of the Securities Exchange Act of 1934. Each Filing Person
disclaims beneficial ownership of any shares of Common Stock included in this Schedule 13D
that are shown as owned by any other Filing Person.
|
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
|
|
Except as otherwise reported herein and as set forth in the exhibits thereto, to the
knowledge of the Filing Persons, there are no contracts, arrangements, understandings or
relationships among the persons named in Item 2 and between such persons and any person with
respect to any securities of Intevac, including but not limited to transfer or voting of any
of the securities, finders fees, joint ventures, loan or option arrangement, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
|
Item 7. Material to Be Filed as Exhibits
|
A*
|
|
Promissory Note, dated December 1, 1999, between Kaiser Aerospace & Electronics
Corporation and Foster City LLC.
|
|
B*
|
|
Stock Purchase Agreement, dated December 1, 1999, between Kaiser Aerospace &
Electronics Corporation and Foster City LLC.
|
|
C*
|
|
Stock Purchase Agreement, dated June 16, 2003, between Redemco, L.L.C. and
Foster City LLC.
|
|
D*
|
|
Joint Filing Agreement, dated June 18, 2003 by and among Foster City LLC,
Redemco, L.L.C., H. Joseph Smead and Edward Durbin.
|
|
E*
|
|
Joint Filing Agreement dated January 26, 2004 by and between Foster City LLC,
Redemco, L.L.C., the Estate of H. Joseph Smead, Mill Creek Systems, LLC, Ann Becher
Smead and Edward Durbin.
|
|
F*
|
|
Joint Filing Agreement dated February 20, 2004 by and between Foster City LLC,
Redemco, L.L.C., Mill Creek Systems, LLC and Ann Becher Smead.
|
|
G*
|
|
Form of Underwriting Agreement (incorporated by reference to Exhibit 1.1 to
Intevacs Registration Statement of Form S-3, filed on December 19, 2003 (File No.
333-111342)).
|
|
H*
|
|
Lock Up Agreement of Foster City LLC, dated December 15, 2003.
|
|
I*
|
|
Lock Up Agreement of Redemco, L.L.C., dated December 15, 2003.
|
|
J*
|
|
Lock Up Agreement of H. Joseph Smead, dated December 15, 2003.
|
|
K*
|
|
Joint Filing Agreement dated September 7, 2005 by and between Foster City LLC,
Redemco, L.L.C., Mill Creek Systems, LLC and Ann Becher Smead.
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
|
|
|
|
|
Dated: March 20, 2006
|
Foster City LLC
|
|
|
By:
|
/s/Ann Becher Smead
|
|
|
|
Ann Becher Smead
|
|
|
|
Manager and Vice President
|
|
|
|
|
|
|
|
Dated: March 20, 2006
|
Redemco, L.L.C.
By: Mill Creek Systems, LLC, Managing Member
|
|
|
By:
|
/s/Ann Becher Smead
|
|
|
|
Ann Becher Smead
|
|
|
|
Manager
|
|
|
|
|
|
|
|
Dated: March 20, 2006
|
Mill Creek Systems, LLC
|
|
|
By:
|
/s/Ann Becher Smead
|
|
|
|
Ann Becher Smead
|
|
|
|
Manager
|
|
|
|
|
|
|
|
|
|
|
Dated: March 20, 2006
|
/s/Ann Becher Smead
|
|
|
Ann Becher Smead
|
|
|
|
|
SCHEDULE I
Directors, Executive Officers and Controlling Persons of Foster City LLC:
|
|
|
Name
|
|
Occupation or Employment
|
|
|
|
Ann Becher Smead
|
|
Manager and Vice President of Foster City LLC
|
|
|
|
Edward Durbin
|
|
Manager of Foster City LLC
|
|
|
|
John D. Smead
|
|
Manager and President of Foster City LLC;
Director and Vice
President of CL Financial
Corporation, 18315 Mt. Baldy
Circle, Fountain
Valley, CA 92708
|
|
|
|
John E. Chapin
|
|
Chief Financial Officer and Secretary of Foster City LLC
|
|
|
|
Ronald McMahon
|
|
Vice President of Foster City LLC
|
Directors, Executive Officers and Controlling Persons of Redemco, L.L.C.:
|
|
|
Name
|
|
Occupation or Employment
|
|
|
|
Mill Creek Systems, LLC
|
|
Managing Member
|
|
|
|
Ann Becher Smead
|
|
Director and Vice President of Redemco, L.L.C.
|
|
|
|
George Farinsky
|
|
Director of Redemco, L.L.C.
|
|
|
|
John D. Smead
|
|
Managing Member, Director and President of
Redemco,
L.L.C.; Director and Vice President of
CL Financial
Corporation, 18315 Mt. Baldy Circle,
Fountain Valley,
CA 92708
|
|
|
|
John E. Chapin
|
|
Chief Financial Officer and Secretary of Redemco,
L.L.C.
|
|
|
|
Ronald McMahon
|
|
Vice President of Redemco, L.L.C.
|
Directors, Executive Officers and Controlling Persons of Mill Creek Systems, LLC:
|
|
|
Name
|
|
Occupation or Employment
|
|
|
|
Ann Becher Smead
|
|
Manager
|