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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>/in/edgar/work/0000950144-00-012391/0000950144-00-012391.txt : 20001020
<SEC-HEADER>0000950144-00-012391.hdr.sgml : 20001020
ACCESSION NUMBER:		0000950144-00-012391
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20001005
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20001019

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CDSI HOLDINGS INC
		CENTRAL INDEX KEY:			0001023994
		STANDARD INDUSTRIAL CLASSIFICATION:	 [7374
]		IRS NUMBER:				954463937
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		8-K
			SEC ACT:		
			SEC FILE NUMBER:	000-22563
			FILM NUMBER:		742547
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		100 S E SECOND STREET
				CITY:			MIAMI
				STATE:			FL
				ZIP:			33131
				BUSINESS PHONE:		3055798000
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		100 S E SECOND STREET
					CITY:			MIAMI
					STATE:			FL
					ZIP:			33131
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	PC411 INC
						DATE OF NAME CHANGE:	19961001
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>g64743e8-k.txt
<DESCRIPTION>CDSI HOLDINGS INC.
<TEXT>

<PAGE>   1
                       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): OCTOBER 5, 2000

                               CDSI HOLDINGS INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
             ------------------------------------------------------
                 (State or other jurisdiction of incorporation)

       0001-22563                                      95-4463937
- ------------------------                  ------------------------------------
(Commission File Number)                  (I.R.S. Employer Identification No.)

100 S.E. SECOND STREET, MIAMI, FLORIDA                         33131
- ----------------------------------------                   ----------
(Address of principal executive offices)                   (Zip Code)

                                 (305) 579-8000
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


<PAGE>   2




ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

         On October 5, 2000, Controlled Distribution Systems, Inc. ("CDS"), a
wholly-owned subsidiary of CDSI Holdings Inc. (the "Company"), completed the
sale to Gutlove and Shirvint Inc. ("Gutlove") of the assets of its cigarette
vending route, including vending machines and a van. The purchase price for the
vending route, which is primarily located in New York state, was $34,140 in cash
and the assumption of a $10,800 note secured by the van. The cash portion of the
purchase price was paid $29,140 on October 5, 2000 with the remaining $5,000 to
be paid by December 1, 2000.

         The sale of the vending route was effected pursuant to an Asset
Purchase Agreement, dated as of September 18, 2000, between Gutlove and CDS. The
sale was negotiated on an arm's length basis between Gutlove and CDS. The amount
of the cash consideration was based on the cigarette and coin inventory of the
vending route at the open of business on October 2, 2000. The purchaser is not
affiliated with the Company or any of its affiliates, or any director or officer
of the Company, or any affiliate or associate of any such director or officer.

         The vending route constituted the only current source of revenue for
the Company. After giving effect to the cash received from Gutlove on October 5,
2000, the Company had cash and cash equivalents of approximately $250,000. The
Company intends to seek new Internet-related or other business opportunities. As
the Company has only limited cash resources, the Company's ability to complete
any acquisition or investment opportunities it may identify will depend on its
ability to raise additional financing, as to which there can be no assurance. As
of the date of this report, the Company has not identified any potential
acquisition or investment. There can be no assurance that the Company will
successfully identify, complete or integrate any future acquisition or
investment, or that acquisitions or investments, if completed, will contribute
favorably to its operations and future financial condition.

         The foregoing summary of the sale of the vending route is qualified in
its entirety by reference to the text of the Asset Purchase Agreement, which is
included as an exhibit hereto and is incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (b)      Pro Forma Financial Information.

         The Unaudited Pro Forma Condensed Consolidated Statements of Operations
for the year ended December 31, 1999 and the six months ended June 30, 2000 have
been prepared giving effect to the sale of the vending route on October 5, 2000.

         The Unaudited Pro Forma Condensed Consolidated Statements of Operations
give effect to the sale of the vending route as if it had occurred on January 1,
1999.


                                       2
<PAGE>   3



         The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June
30, 2000 has been prepared giving effect to the sale of the vending route as if
it had occurred on June 30, 2000.

         The unaudited pro forma financial information should be read in
conjunction with the Company's historical Consolidated Financial Statements and
the related notes thereto contained in the Company's Annual Report on Form 10-K
for the year ended December 31, 1999 and its quarterly reports on Form 10-Q for
the quarters ended March 31, 2000 and June 30, 2000.

         The unaudited pro forma financial information does not purport to be
indicative of what the Company's financial position or results of operations
would actually have been had such transactions been completed on the dates
indicated or to project the Company's results of operations for any future date.



                                       3
<PAGE>   4



                         CDSI HOLDINGS AND SUBSIDIARIES

            PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                         FOR THE SIX MONTHS ENDED JUNE 30, 2000
                                                    -----------------------------------------------
                                                                         PRO FORMA
                                                                        ADJUSTMENTS
                                                     HISTORICAL       CDS ASSET SALE      PRO FORMA
                                                    -----------       ---------------   -----------
<S>                                                 <C>               <C>               <C>
Revenues .....................................      $   177,030       $  (177,030)      $        --
                                                    -----------       -----------       -----------

Cost and expenses:
    Cost of revenues .........................          150,483          (150,483)               --
    Research and development .................           12,616           (12,616)               --
    Sales and marketing ......................           22,580           (22,580)               --
    Amortization of intangible assets ........           45,491           (45,491)               --
    General and administrative ...............          121,845          (105,749)           16,096
                                                    -----------       -----------       -----------
                                                        353,015          (336,919)          (16,096)
                                                    -----------       -----------       -----------
    Operating loss ...........................         (175,985)          159,889           (16,096)
                                                    -----------       -----------       -----------

Other income (expense):
    Interest income ..........................            5,192                --             5,192
    Interest expense .........................             (295)             (295)               --
    Equity in loss of ThinkDirectMarketing.com               --                --                --
                                                    -----------       -----------       -----------
                                                          4,897              (295)            5,192
                                                    -----------       -----------       -----------
    Net loss .................................      $  (171,088)      $   160,184       $   (10,904)
                                                    ===========       ===========       ===========
Net loss per share (basic and diluted) .......      $     (0.05)      $      0.05       $      0.00
                                                    ===========       ===========       ===========
Shares used in computing net loss
    per share ................................        3,120,000         3,120,000         3,120,000
                                                    ===========       ===========       ===========

</TABLE>




                                       4
<PAGE>   5



                         CDSI HOLDINGS AND SUBSIDIARIES

            PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                           FOR THE YEAR ENDED DECEMBER 31, 1999
                                                    -----------------------------------------------
                                                                         PRO FORMA
                                                                        ADJUSTMENTS
                                                     HISTORICAL       CDS ASSET SALE     PRO FORMA
                                                    -----------       ---------------   -----------
<S>                                                 <C>               <C>               <C>
Revenues .....................................      $   431,587       $  (431,587)      $        --
                                                    -----------       -----------       -----------

Cost and expenses:
    Cost of revenues .........................          593,273          (593,273)               --
    Research and development .................          122,355          (122,355)               --
    Amortization of intangible assets ........          402,503          (402,503)               --
    Sales and marketing ......................          451,465          (451,465)               --
    General and administrative ...............        1,078,107          (740,340)          337,767
                                                    -----------       -----------       -----------
                                                      2,647,703        (2,309,936)          337,767
                                                    -----------       -----------       -----------
         Operating loss ......................       (2,216,116)        1,878,349          (337,767)
                                                    -----------       -----------       -----------

Other income (expense):
    Interest income ..........................           45,545                --            45,545
    Interest expense .........................             (744)             (744)               --
    Equity in loss of ThinkDirectMarketing.com         (501,924)               --          (501,924)
                                                    -----------       -----------       -----------
                                                       (457,123)             (744)         (456,379)
                                                    -----------       -----------       -----------
         Net loss ............................      $(2,673,239)      $ 1,879,093       $  (794,146)
                                                    ===========       ===========       ===========
Net loss per share (basic and diluted) .......      $     (0.86)      $      0.60       $     (0.26)
                                                    ===========       ===========       ===========

Shares used in computing net loss
    per share ................................        3,120,000         3,120,000         3,120,000
                                                    ===========       ===========       ===========
</TABLE>





                                       5
<PAGE>   6



                         CDSI HOLDINGS AND SUBSIDIARIES

                 PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                     JUNE 30, 2000
                                                   -----------------------------------------------
                                                                       PRO FORMA
                                                                      ADJUSTMENTS
                                                    HISTORICAL       CDS ASSET SALE    PRO FORMA
                                                   -----------       ---------------   -----------
<S>                                                <C>               <C>               <C>
                      ASSETS:

Current assets:
    Cash and cash equivalents ...............      $   210,680       $    39,829       $   250,509
    Accounts receivable .....................              889              (889)               --
    Inventory ...............................           39,829           (39,829)               --
    Prepaid expenses and other current assets           41,598                --            41,598
                                                   -----------       -----------       -----------
         Total current assets ...............          292,996              (889)          292,107

    Property and equipment, net .............           30,213           (15,355)           14,858
    Other assets ............................           18,505                --            18,505
                                                   -----------       -----------       -----------
         Total assets .......................      $   341,714       $   (16,244)      $   325,470
                                                   ===========       ===========       ===========

       LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

    Current portion of note payable .........      $     3,039       $    (3,039)      $        --
    Accounts payable and accrued expenses ...          104,269           (29,082)           75,187
                                                   -----------       -----------       -----------

         Total current liabilities ..........          107,308           (32,121)           75,187
                                                   -----------       -----------       -----------
Note payable ................................            8,094            (8,094)               --

Commitments and contingencies ...............               --                --                --

Stockholders' equity:
    Common stock, $.01 par value.  Authorized
       25,000,000 shares; 3,120,000 shares
       issued and outstanding ...............           31,200                --            31,200
    Additional paid-in capital ..............        8,209,944                --         8,209,944
    Accumulated deficit .....................       (8,014,832)           23,971        (7,990,861)
                                                   -----------       -----------       -----------
         Total stockholders' equity .........          226,312            23,971           250,283
                                                   -----------       -----------       -----------
         Total liabilities and stockholders'
           equity ...........................      $   341,714       $   (16,244)      $   325,470
                                                   ===========       ===========       ===========

</TABLE>




                                       6
<PAGE>   7



                  (c) The following Exhibits are provided in accordance with the
provisions of Item 601 of Regulation S-K and are filed herewith unless otherwise
noted.

                                  EXHIBIT INDEX

10.1        Asset Purchase Agreement, dated as of September 18, 2000, between
            Gutlove and Shirvint, Inc. and Controlled Distribution Systems, Inc.



                                       7
<PAGE>   8




                                    SIGNATURE

                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                     CDSI HOLDINGS INC.


                                 By:  /s/ J. BRYANT KIRKLAND III
                                     ------------------------------------------
                                     J. Bryant Kirkland III
                                     Vice President and Chief Financial Officer

Date:  October 19, 2000


                                       8
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>g64743ex10-1.txt
<DESCRIPTION>ASSET PURCHASE AGREEMENT
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 10.1

         ASSET PURCHASE AGREEMENT (this "AGREEMENT") dated as of September 18,
2000 between GUTLOVE AND SHIRVINT, INC., a New York corporation ("PURCHASER"),
and CONTROLLED DISTRIBUTION SYSTEMS, INC., a New Jersey corporation ("SELLER").

                                    RECITALS:

         WHEREAS, Seller desires to sell and transfer, and Purchaser desires to
purchase and acquire, certain assets of Seller, to the extent specified in
Section 1.1;

         NOW, THEREFORE, in consideration of the premises and of the mutual
agreements hereinafter contained, the parties hereto do agree as follows:

ARTICLE I. PURCHASE AND SALE OF ASSETS AND ASSUMPTION OF LIABILITIES.

         1.1. PURCHASE OF ASSETS. Upon the terms and subject to the conditions
of this Agreement, effective as of the open of business on October 2, 2000 (the
"CLOSING DATE"), Seller shall sell and transfer to Purchaser, and Purchaser
shall purchase and acquire from Seller all of the assets, rights and properties
of whatever nature owned or held by Seller relating to Seller's New York
cigarette vending route (the "BUSINESS") including one 1999 Chevrolet Astro
(Cargo)Van, serial number 1GCDM19W8XB135230 (the "VEHICLE") , all vending
machines, cigarette inventory, cash, equipment and contracts that are used in or
related to the Business (the "ASSETS"), free and clear of any lien, encumbrance,
claim, security interest or charge of any kind or nature (collectively,
"LIENS"), other than Liens relating to the GMAC Loan (as defined below). The
Assets shall include any non-remote controlled vending machines and related
spare parts held in storage by Seller. The consummation of the Acquisition on
the Closing Date is referred to herein as the "CLOSING".

         1.2. ASSUMPTION OF LIABILITIES. Purchaser shall not assume any
liabilities of Seller or relating to the Assets, except Purchaser shall assume
loan number 042-0412-10652 from General Motors Acceptance Corporation to Seller,
with a current outstanding balance at August 31, 2000 of approximately $10,800,
secured by the Vehicle (the "GMAC LOAN").

ARTICLE II. PURCHASE PRICE; CLOSING.

         2.1. PURCHASE PRICE. In consideration of the transfer and sale of the
Assets by Seller, Purchaser shall pay to Seller in cash an amount equal to the
dollar value of the cigarette and coin inventory as documented in APPENDIX A, to
be approved and executed by the parties on the Closing Date, and Seller shall
assume the GMAC Loan. Purchaser shall pay all of the purchase price to Seller by
wire transfer on October 2, 2000, except for $5,000 of the purchase price which
shall be paid by Purchaser to Seller by wire transfer within 60 days thereafter.

         2.2. CLOSING. The Closing shall take place effective as of the open of
business on October 2, 2000.


<PAGE>   2



ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER.

                  Seller represents and warrants to Purchaser as follows:

         3.1. CORPORATE ORGANIZATION. Seller is a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of
incorporation.

         3.2. AUTHORIZATION. Seller has full corporate power and authority to
enter into this Agreement and to carry out the transactions contemplated hereby.
Seller has taken all necessary action to authorize the execution and delivery of
this Agreement and the transactions contemplated hereby, and this Agreement is a
legal, valid and binding agreement of Seller enforceable in accordance with its
terms.

         3.3. TAXES. Seller hereby represents and warrants that Seller has filed
all required material tax returns and has paid all material taxes shown thereon
as owing.

         3.4. TITLE. At the Closing, Seller will transfer to Purchaser good and
valid title to the Assets free and clear of all Liens (other than any Liens
relating to the GMAC Loan).

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF PURCHASER.

                  Purchaser represents and warrants to Seller as follows:

         4.1. CORPORATE ORGANIZATION. Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of
incorporation.

         4.2. AUTHORIZATION. Purchaser has full corporate power and authority to
enter into this Agreement and to carry out the transactions contemplated hereby.
Purchaser has taken all necessary action to authorize the execution and delivery
of this Agreement and the transactions contemplated hereby, and this Agreement
is a legal, valid and binding agreement of Purchaser enforceable in accordance
with its terms.

         4.3. PERMITS AND LICENSES. Purchaser has or will obtain prior to the
Closing all permits, licenses and other governmental approvals necessary to own
and operate the Business.

ARTICLE V. COVENANTS AND AGREEMENTS OF THE PARTIES.

         5.1. INSTRUMENTS OF CONVEYANCE. At the Closing Seller shall execute and
deliver to Purchaser the General Assignment and Bill of Sale attached as
APPENDIX B (the "BILL OF SALE"), pursuant to which Seller will transfer the
Assets to Purchaser.

         5.2. POST-CLOSING MATTERS. Following the Closing Seller shall execute
such other documents and instruments as Purchaser may reasonably request to vest
in Purchaser good and valid title, free and clear of all Liens (other than any
Liens relating to the GMAC Loan), to the Assets.

         5.3. ASSUMPTION OF GMAC LOAN. Effective upon the Closing, Purchaser
hereby assumes, and agrees to indemnify and hold Purchaser harmless from and
against, all liabilities under the GMAC Loan with respect to all periods
commencing on or after the Closing Date.



                                       2
<PAGE>   3

ARTICLE VI. GENERAL DISCLAIMERS OF WARRANTIES. By the execution of this
Agreement, the parties acknowledge, except as expressly set forth in this
Agreement, that Seller has made no representations or warranties as to the
quality or condition of the Business or the Assets, and that all warranties of
quality, fitness and merchantability and all other implied warranties of any
kind whatsoever are hereby excluded except as expressly set forth in this
Agreement, it being understood between the parties that the sale of the Business
and Assets is on an "AS IS" basis.

ARTICLE VII. SURVIVAL. The representations and warranties contained herein shall
not survive the Closing. The covenants and agreements contained in Sections 5.2,
5.3 and 8.5 shall survive the Closing.

ARTICLE VIII. MISCELLANEOUS.

         8.1. NOTICE. Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered personally (including by
courier) , sent by facsimile transmission or sent by certified, registered or
express mail, postage prepaid. Any such notice shall be deemed given when so
delivered personally, or if sent by facsimile transmission, when transmitted
(together with proof of sending), or, if mailed, when received, as follows:

(i) if to Seller, to:                      (ii) if to Purchaser to:

    Controlled Distribution Systems, Inc.       Gutlove and Shirvint, Inc.
    100 S.E. Second Street, 32nd Floor          39-26 23rd Street
    Miami, Florida  33131                       Long Island City, NY  11101
    Attention:     Richard J. Lampen            Attention:      Joseph Ruda
    Telephone:     (305) 579-8000               Telephone:      (718) 729-4066
    Facsimile:     (305) 579-8009               Facsimile:      (718) 729-3988

         8.2. ENTIRE AGREEMENT; AMENDMENT. This Agreement (including Appendix A
and Exhibit A hereto) constitutes the entire agreement and understanding of the
parties with respect to the subject matter hereof and supersedes all prior
agreements and undertakings, written or oral, of any and every nature with
respect thereto. The terms of this Agreement cannot be changed, modified or
released orally.

         8.3. GOVERNING LAW. This Agreement shall be governed by the internal
laws of the state of New Jersey (without regard to principles of conflicts of
law).

         8.4. BINDING EFFECT; NO ASSIGNMENT; NO THIRD PARTY BENEFICIARY. This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and permitted assigns. This Agreement is not
assignable without the prior written consent of each of the parties hereto. This
Agreement does not create any rights, claims or benefits inuring to any person
that is not a party hereto or create or establish any third party beneficiary
hereto.

         8.5. TAXES. Purchaser shall bear and pay all sales, transfer, stamp or
other similar taxes imposed in connection with the acquisition. Except as
provided in the preceding sentence, Seller will indemnify and hold Purchaser
harmless from and against any and all liability for Federal, state, local or
foreign taxes (including any interest, penalties or additions to tax that may
become payable in respect thereof, after taking into account any tax benefits to
Purchaser in respect of the incurrence or payment of any such tax liabilities)



                                       3
<PAGE>   4


assessed against or payable by Seller with respect to any period ending on or
before the Closing Date or any period ending on or before the last day of
Seller's taxable year.

         8.6. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties to this Agreement may execute this Agreement
by signing any such counterpart. In addition, this Agreement may be executed by
facsimile signatures, which signatures shall be deemed to be originals for
purposes hereof.



                                       4
<PAGE>   5



         IN WITNESS WHEREOF, each of the parties hereto has caused its duly
authorized representative to execute this Agreement as of the date first set
forth above.

                             GUTLOVE AND SHIRVINT, INC.

                             By: /s/ JOSEPH RUDA
                             ---------------------------------------------
                             NAME:    JOSEPH RUDA
                             TITLE:   PRESIDENT AND CHIEF EXECUTIVE OFFICER


                             CONTROLLED DISTRIBUTION SYSTEMS, INC.

                             By: /s/ RICHARD J. LAMPEN
                             ---------------------------------------------
                             NAME:    RICHARD J. LAMPEN
                             TITLE:   PRESIDENT



                                       5
<PAGE>   6



                                   APPENDIX A

CASH AND INVENTORY ANALYSIS

Machines with change inventory:                                0.00
Amount of change inventory:                                    0.00
                                                        -----------
Total change inventory:                                        0.00
                                                        ===========
Packs in inventory with State license:                     1,800.00
Cost of State licensed cigarettes:                      X    $3.626
                                                        -----------
Total State licensed inventory:                           $6,526.80
                                                        ===========
Packs in inventory with City license:                      7,453.00
Cost of City licensed cigarettes:                       X    $3.705
                                                        -----------
Total City licensed inventory:                           $27,613.37
                                                        ===========
TOTALS

Total change inventory:                                        0.00
Total State licensed inventory:                           $6,526.80
Total City licensed inventory:                            27,613.37
                                                        -----------
TOTAL CASH AND INVENTORY VALUE:                          $34,140.17
                                                        ===========













Accepted and agreed to as of this 2nd day of October, 2000:

Gutlove and Shirvint, Inc.

By: /s/ JOSEPH RUDA
   ------------------------------------
Controlled Distributions Systems, Inc.

By: /s/ J. BRYANT KIRKLAND III
   ------------------------------------
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
