UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Intevac, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
461148 10 8
(CUSIP Number)
December 31, 2004
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1 (b)
o
Rule 13d-1 (c)
þ
Rule 13d-1 (d)
*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 the disclosures provided in a prior cover page.
The information required in 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 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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13G
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CUSIP No. 461148 10 8
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Page 2 of 7
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1.
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Name of Reporting Person:
Norman Hugh Pond and Natalie Pond Trust DTD 12/23/80
Pond 1996 Charitable Remainder Unitrust
Norman H. Pond as an individual
Natalie Pond as an individual
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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:
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(a)
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o
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(b)
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þ
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3.
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SEC Use Only:
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4.
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Citizenship or Place of Organization:
USA
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
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5.
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Sole Voting Power:
48,333
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6.
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Shared Voting Power:
957,885
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7.
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Sole Dispositive Power:
48,333
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8.
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Shared Dispositive Power:
957,885
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
1,006,218
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
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11.
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Percent of Class Represented by Amount in Row (9):
5.0%
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12.
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Type of Reporting Person:
IN
OO
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INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
(1)
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Names and I.R.S. Identification Numbers of Reporting Persons
Furnish the full legal name of
each person for whom the report is filedi.e., each person required to sign the schedule
itselfincluding each member of a group. Do not include the name of a person required to be
identified in the report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers, although
disclosure of such numbers is voluntary, not mandatory (see SPECIAL INSTRUCTIONS FOR
COMPLYING WITH SCHEDULE 13G below).
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(2)
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If any of the shares beneficially owned by a reporting person are held as a member of a group
and that membership is expressly affirmed, please check row 2(a). If the reporting person
disclaims membership in a group or describes a relationship with other persons but does not
affirm the existence of a group, please check row 2(b) [unless it is a joint filing pursuant
to Rule 13d1(k)(1) in which case it may not be necessary to check row 2(b)].
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(3)
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The third row is for SEC internal use; please leave blank.
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(4)
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Citizenship or Place of Organization
Furnish citizenship if the named reporting person is a
natural person. Otherwise, furnish place of organization.
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(5)-(9),
(11)
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Aggregate Amount Beneficially Owned by Each Reporting
Person, Etc.
Rows (5) through (9) inclusive, and (11) are to
be completed in accordance with the provisions of Item 4 of
Schedule 13G. All percentages are to be rounded off to the
nearest tenth (one place after decimal point).
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(10)
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Check if the aggregate amount reported as beneficially owned in row (9) does not include
shares as to which beneficial ownership is disclaimed pursuant to Rule 13d-4 [17 CFR
240.13d-4] under the Securities Exchange Act of 1934.
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(12)
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Type of Reporting Person
Please classify each reporting person according to the following
breakdown (see Item 3 of Schedule 13G) and place the appropriate symbol on the form:
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Category
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Symbol
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Broker Dealer
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BD
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Bank
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BK
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Insurance Company
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IC
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Investment Company
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IV
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Investment Adviser
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IA
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Employee Benefit Plan, Pension Fund, or Endowment Fund
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EP
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Parent Holding Company/Control Person
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HC
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Savings Association
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SA
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Church Plan
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CP
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Corporation
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CO
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Partnership
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PN
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Individual
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IN
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Other
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OO
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Notes:
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Attach as many copies of the second part of the cover page as are needed, one reporting person per page.
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Filing persons may, in order to avoid unnecessary duplication, answer items on the
schedules (Schedule 13D, 13G or 14D1) by appropriate cross references to an item or items on
the cover page(s). This approach may only be used where the cover page item or items provide
all the disclosure required by the schedule item. Moreover, such a use of a cover page item
will result in the item becoming a part of the schedule and accordingly being considered as
filed for purposes of Section 18 of the Securities Exchange Act or otherwise subject to the
liabilities of that section of the Act.
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Reporting persons may comply with their cover page filing requirements by filing either
completed copies of the blank forms available from the Commission, printed or typed
facsimiles, or computer printed facsimiles, provided the documents filed have identical
formats to the forms prescribed in the Commissions regulations and meet existing Securities
Exchange Act rules as to such matters as clarity and size (Securities Exchange Act Rule
12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of 1934 and the rules and
regulations thereunder, the Commission is authorized to solicit the information required to be
supplied by this schedule by certain security holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory, except for I.R.S.
identification numbers, disclosure of which is voluntary. The information will be used for the
primary purpose of determining and disclosing the holdings of certain beneficial owners of certain
equity securities. This statement will be made a matter of public record. Therefore, any
information given will be available for inspection by any member of the public.
Because of the public nature of the information, the Commission can use it for a variety of
purposes, including referral to other governmental authorities or securities self-regulatory
organizations for investigatory purposes or in connection with litigation involving the Federal
securities laws or other civil, criminal or regulatory statutes or provisions. I.R.S.
identification numbers, if furnished, will assist the Commission in identifying security holders
and, therefore, in promptly processing statements of beneficial ownership of securities.
Failure to disclose the information requested by this schedule, except for I.R.S. identification
numbers, may result in civil or criminal action against the persons involved for violation of the
Federal securities laws and rules promulgated thereunder.
GENERAL INSTRUCTIONS
A.
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Statements filed pursuant to Rule 13d-1(b) containing the information required by this
schedule shall be filed not later than February 14 following the calendar year covered by the
statement or within the time specified in Rules 13d-1(b)(2) and 13d2(c). Statements filed
pursuant to Rule 13d-1(c) shall be filed within the time specified in Rules 13d-1(c), 13d-2(b)
and 13d-2(d). Statements filed pursuant to Rule 13d-1(d) shall be filed not later than
February 14 following the calendar year covered by the statement pursuant to Rules 13d-1(d)
and 13d-2(b).
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B.
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Information contained in a form which is required to be filed by rules under section 13(f)
(15 U.S.C. 78m(f)) for the same calendar year as that covered by a statement on this schedule
may be incorporated by reference in response to any of the items of this schedule. If such
information is incorporated by reference in this schedule, copies of the relevant pages of
such form shall be filed as an exhibit to this schedule.
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C.
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The item numbers and captions of the items shall be included but the text of the items is to
be omitted. The answers to the items shall be so prepared as to indicate clearly the coverage
of the items without referring to the text of the items. Answer every item. If an item is
inapplicable or the answer is in the negative, so state.
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Item 1.
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(a)
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Name of Issuer: Intevac, Inc.
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(b)
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Address of Issuers Principal Executive Offices:
3560 Bassett Street
Santa Clara, CA 95054-2704
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Item 2.
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(a)
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Name of Person Filing:
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Norman Hugh Pond and Natalie Pond Trust DTD 12/23/80
Pond 1996 Charitable Remainder Unitrust
Norman H. Pond as an individual
Natalie Pond as an individual
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(b)
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Address of Principal Business Office or, if none, Residence:
11635 Jessica Lane
Los Altos, CA 94024
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(c)
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Citizenship: USA
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(d)
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Title of Class of Securities: Common Stock
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(e)
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CUSIP Number: 461148 10 8
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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o
An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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o
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Provide the following information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owed:
1,006,218
(1)(2)
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(b)
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Percent of class:
5.0%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
48,333
(1)
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(ii)
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Shared power to vote or to direct the vote
957,885
(2)
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(iii)
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Sole power to dispose or to direct the disposition of
48,333
(1)
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(iv)
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Shared power to dispose or to direct the disposition of
957,885
(2)
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Instruction.
For computations regarding securities which represent a right to acquire an underlying
security
see
§
240.13d3(d)(1).
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more than five percent of the class of securities, check
the following
o
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Instruction:
Dissolution of a group requires a response to this item.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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If any other person is known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such securities, a statement to that effect
should be included in response to this item and, if such interest relates to more than five percent
of the class, such person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries of employee
benefit plan, pension fund or endowment fund is not required.
NOT APPLICABLE
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate
under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the
relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c)
or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
NOT APPLICABLE
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Item 8.
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Identification and Classification of Members of the Group
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If a group has filed this schedule pursuant to
§
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j)
and attach an exhibit stating the identity and Item 3 classification of each member of the group.
If a group has filed this schedule pursuant to
§
240.13d-1(c) or
§
240.13d-1(d), attach an exhibit
stating the identity of each member of the group.
NOT APPLICABLE
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Item 9.
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Notice of Dissolution of Group
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Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution
and that all further filings with respect to transactions in the security reported on will be
filed, if required, by members of the group, in their individual capacity. See Item 5.
NOT APPLICABLE
NOT APPLICABLE
(1)
Includes 48,333 shares issuable upon the exercise by Norman H. Pond of stock options
to purchase shares of Common Stock which are exercisable within 60 days of December 31, 2004.
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(2)
Includes 775,528 shares held in the Norman Hugh Pond and Natalie Pond Trust DTD
12/23/80 and 182,357 shares held in the Pond 1996 Charitable Remainder Unitrust. Shared power held
by both trustees in both trusts.
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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.
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Date: February 14, 2005
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Norman Hugh Pond and Natalie Pond Trust DTD 12/23/80
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By:
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/s/ Norman H. Pond
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Norman H. Pond, Trustee
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By:
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/s/ Natalie Pond
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Natalie Pond, Trustee
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Pond 1996 Charitable Remainder Trust
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By:
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/s/ Norman H. Pond
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Norman H. Pond, Trustee
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By:
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/s/ Natalie Pond
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Natalie Pond, Trustee
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/s/ Norman H. Pond
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Norman H. Pond, individually
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/s/ Natalie Pond
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Natalie Pond, individually
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The original statement shall be signed by each person on whose behalf the statement is filed or his
authorized representative. If the statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner of the filing person, evidence of
the representatives authority to sign on behalf of such person shall be filed with the statement;
provided, however, that a power of attorney for this purpose which is already on file with the
Commission may be incorporated by reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
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 for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)