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Delaware
(State
or other jurisdiction of
incorporation
or organization)
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94-3021850
(I.R.S.
Employer
Identification
No.)
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32000
Aurora Road
Solon,
OH
(Address
of principal executive offices)
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44139
(Zip
Code)
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Fiberstars,
Inc. 1994 Stock Incentive Plan
Fiberstars,
Inc. 1994 Directors’ Stock Option Plan
Fiberstars,
Inc. 1994 Employee Stock Purchase Plan
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(Full
title of the plans)
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John
M. Davenport
Chief
Executive Officer
Fiberstars,
Inc.
32000
Aurora Road
Solon,
OH 44139
(330)
715-1300
(Name,
address and telephone
number
of agent for service)
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Copy
to:
James
S. Hogg, Esq.
Cowden,
Humphrey, Nagorney
&
Lovett, Co. LPA
1414
Terminal Tower
50
Public Square
Cleveland,
OH 44113
(216)
241-2880
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Title
of Securities
To
be Registered
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Amount
To
Be
Registered
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering
Price
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Amount
of
Registration
Fee
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See
Below (1)
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NA
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NA
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NA
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NA
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(1) |
No
additional securities are to be registered, and registration fees
were
paid upon filing of the original
Registration Statement on Form S-8 (Registration No. 33-85664). Therefore,
no further registration fee is
required.
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Item 3.
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Incorporation
of Documents by Reference.
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(1)
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Annual
Report on Form 10-K (File No. 0-24230) for the fiscal year ended
December 31, 2005;
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(2)
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Quarterly
Reports on Form 10-Q (File No. 0-24230) for the quarters ended
March 31, 2006, June 30, 2006 and September 30, 2006;
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(3)
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Current
Reports on Form 8-K dated January 6, 2006, April 3, 2006, April 7,
2006, May 17, 2006, June 2, 2006, July 7, 2006, July 11, 2006, August
15,
2006, September 28, 2006, November, 13, 2006, November 14, 2006 and
November 27, 2006; and
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(4)
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The
description of the common stock, preferred stock and preferred stock
purchase rights contained in Current Report on Form 8-K filed November
27,
2006 (File No. 0-24230), including any amendment or report filed for
the purpose of updating such description.
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Item 4.
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Description
of Securities.
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Item 5.
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Interests
of Named Experts and Counsel.
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Item 6.
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Indemnification
of Directors and Officers.
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Item 7.
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Exemption
From Registration Claimed.
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Item 8.
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Exhibits.
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Exhibit No.
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Description
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2.1(A)
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Agreement
and Plan of Merger between Fiberstars Inc., a California corporation,
and
Fiberstars, Inc., a Delaware corporation.
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3.1(B)
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Certificate
of Incorporation of Fiberstars, Inc., a Delaware
corporation
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3.2(C)
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Certificate
Of Designation Of Series A Participating Preferred Stock of Fiberstars,
Inc., a Delaware corporation: (Form 8-K, Exhibit 3.1)
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3.3(D)
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Bylaws
of Fiberstars, Inc., a Delaware corporation.
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4.1(C)
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Specimen
Common Stock Certificate of Fiberstars, Inc., a Delaware
corporation.
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4.2(C)
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Rights
Agreement between Fiberstars, Inc., a Delaware corporation and Mellon
Investor Services, LLC
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5.1
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Opinion
of Cowden, Humphrey, Nagorney & Lovett, Co., LPA as to the legality of
the Common Stock being registered.
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23.1
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Consent
of Independent Registered Public Accounting Firm.
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23.2
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Consent
of Cowden, Humphrey, Nagorney & Lovett, Co., LPA (included in Exhibit
5.1).
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24.1
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Power
of Attorney (contained on the signature page to this Registration
Statement).
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99.1(E)
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Fiberstars,
Inc. 1994 Stock Incentive Plan, amended as of May 24,
2000.
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99.2(F)
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1994
Employee Stock Purchase Plan, amended as of December 7,
2000.
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99.3(G)
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1994 Director’s Stock Option Plan, amended s of May 23, 2001. | |
99.4(H)
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2004 Stock Incentive Plan. | |
99.5(I)
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Form
of Stock Option Agreement under Fiberstars Inc. 2004 Stock Incentive
Plan.
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(A)
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Incorporated
by reference to Appendix C to the Definitive Proxy Statement on Schedule
14A filed on May 1, 2006 (File No. 000-24230) and incorporated herein
by
reference herewith.
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(B)
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Incorporated
by reference to Appendix A to the Definitive Proxy Statement on Schedule
14A filed on May 1, 2006 (File No. 000-24230) and incorporated herein
by
reference herewith.
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(C)
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Incorporated
by reference to referenced Exhibit to Current Report on Form 8-K
filed
November 27, 2006.
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(D)
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Incorporated
by reference to Appendix B to the Definitive Proxy Statement on Schedule
14A filed on May 1, 2006 (File No. 000-24230) and incorporated herein
by
reference herewith.
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(E)
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Incorporated
by reference to Exhibit 99.1 to Registration Statement on
Form S-8 (Commission File No. 333-52042) filed on
December 18, 2000.
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(F)
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Incorporated
by reference to Exhibit 99.3 to Registration Statement on
Form S-8 (Commission File No. 333-52042) filed on
December 18, 2000.
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(G)
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Incorporated
by reference to Exhibit 99.1 to Registration Statement on
Form S-8 (Commission File No. 333-68844) filed on
August 31, 2001.
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(H)
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Incorporated
by reference to Exhibit 99.1 to Registration Statement on
Form S-8 filed on November 27, 2006.
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(I)
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Incorporated
by reference to Exhibit 99.2 to Registration Statement on
Form S-8 (Commission File No. 333-122686) filed on February 10,
2005.
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Item 9.
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Undertakings.
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FIBERSTARS, INC.
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By:
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/s/ JOHN
M.
DAVENPORT
John
M. Davenport
President
and Chief Executive Officer
(Principal
Executive Officer)
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Name
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Title
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Date
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/s/John
M. Davenport
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Chief
Executive Officer and Director
(Principal
Executive Officer)
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November
27, 2006
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John
M. Davenport
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/s/
Robert A. Connors
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Chief
Financial Officer
(Principal
Financial Officer and Principal Accounting Officer)
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November
27, 2006
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Robert
A. Connors
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/s/
John B. Stuppin
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Chairman
of the Board
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November
27, 2006
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John
B. Stuppin
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/s/
Jeffrey Brite
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Director
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November
27, 2006
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Jeffrey
Brite
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/s/
Ronald A. Casentini
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Director
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November
27, 2006
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Ronald
A. Casentini
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/s/
Michael A. Kasper
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Director
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November
27, 2006
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Michael
A. Kasper
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/s/David
N. Ruckert
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Director
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November
27, 2006
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David
N. Ruckert
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/s/
Philip Wolfson
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Director
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November
27, 2006
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Philip
Wolfson
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Director
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November
, 2006
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Paul
von Paumgartten
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Exhibit No.
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Description
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2.1(A)
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Agreement
and Plan of Merger between Fiberstars Inc., a California corporation,
and
Fiberstars, Inc., a Delaware corporation.
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3.1(B)
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Certificate
of Incorporation of Fiberstars, Inc., a Delaware
corporation
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3.2(C)
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Certificate
Of Designation Of Series A Participating Preferred Stock of Fiberstars,
Inc., a Delaware corporation: (Form 8-K, Exhibit 3.1)
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3.3(D)
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Bylaws
of Fiberstars, Inc., a Delaware corporation.
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4.1(C)
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Specimen
Common Stock Certificate of Fiberstars, Inc., a Delaware
corporation.
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4.2(C)
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Rights
Agreement between Fiberstars, Inc., a Delaware corporation and
Mellon
Investor Services, LLC
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5.1
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Opinion
of Cowden, Humphrey, Nagorney & Lovett, Co., LPA as to the legality of
the Common Stock being registered.
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23.1
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Consent
of Independent Registered Public Accounting Firm.
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23.2
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Consent
of Cowden, Humphrey, Nagorney & Lovett, Co., LPA (included in Exhibit
5.1).
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24.1
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Power
of Attorney (contained on the signature page to this Registration
Statement).
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99.1(E)
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Fiberstars,
Inc. 1994 Stock Incentive Plan, amended as of May 24,
2000.
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99.2(F)
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1994
Employee Stock Purchase Plan, amended as of December 7,
2000.
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99.3(G)
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1994 Director’s Stock Option Plan, amended s of May 23, 2001. | |
99.4(H)
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2004 Stock Incentive Plan. | |
99.5(I)
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Form
of Stock Option Agreement under Fiberstars Inc. 2004 Stock Incentive
Plan.
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(A)
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Incorporated
by reference to Appendix C to the Definitive Proxy Statement on Schedule
14A filed on May 1, 2006 (File No. 000-24230) and incorporated herein
by
reference herewith.
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(B)
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Incorporated
by reference to Appendix A to the Definitive Proxy Statement on Schedule
14A filed on May 1, 2006 (File No. 000-24230) and incorporated herein
by
reference herewith.
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(C)
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Incorporated
by reference to referenced Exhibit to Current Report on Form 8-K
filed
November 27, 2006.
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(D)
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Incorporated
by reference to Appendix B to the Definitive Proxy Statement on Schedule
14A filed on May 1, 2006 (File No. 000-24230) and incorporated herein
by
reference herewith.
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(E)
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Incorporated
by reference to Exhibit 99.1 to Registration Statement on
Form S-8 (Commission File No. 333-52042) filed on
December 18, 2000.
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(F)
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Incorporated
by reference to Exhibit 99.3 to Registration Statement on
Form S-8 (Commission File No. 333-52042) filed on
December 18, 2000.
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(G)
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Incorporated
by reference to Exhibit 99.1 to Registration Statement on
Form S-8 (Commission File No. 333-68844) filed on
August 31, 2001.
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(H)
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Incorporated
by reference to Exhibit 99.1 to Registration Statement on
Form S-8 filed on November 27, 2006.
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(I)
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Incorporated
by reference to Exhibit 99.2 to Registration Statement on
Form S-8 (Commission File No. 333-122686) filed on February 10,
2005.
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