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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
PDF SOLUTIONS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
693282 10 5
(CUSIP Number)
December 31, 2007
(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 (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.
TABLE OF CONTENTS
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1. |
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NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only).
JOHN KACHIG KIBARIAN |
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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) o |
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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 |
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United States Citizen |
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5. |
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SOLE VOTING POWER |
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NUMBER OF |
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2,652,756 (1) |
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SHARES |
6. |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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-0- |
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EACH |
7. |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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2,652,756 (1) |
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WITH: |
8. |
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SHARED DISPOSITIVE POWER |
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-0- |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,652,756 (1) |
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10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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9.4% based on total of 27,933,063 shares of Issuers Stock outstanding on 12/31/07 |
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12. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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Individual |
Page 2 of 6 pages
INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
(l) |
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Names and I.R.S. Identification Numbers of Reporting PersonsFurnish 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
13d-1(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 OrganizationFurnish 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 PersonPlease 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 |
Broker Dealer |
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BD |
Bank |
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BK |
Insurance Company |
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IC |
Investment Company |
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IV |
Investment Adviser |
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IA |
Employee Benefit Plan, Pension Fund,
or Endowment Fund |
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EP |
Parent Holding Company/Control Person |
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HC |
Savings Association |
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SA |
Church Plan |
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CP |
Corporation |
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CO |
Partnership |
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PN |
Individual |
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IN |
Other |
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OO |
Notes:
Attach as many copies of the second part of the cover page as are needed, one reporting person
per page.
Filing persons may, in order to avoid unnecessary duplication, answer items on the schedules
(Schedule 13D, 13G or 14D-1) 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.
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.
Page 3 of 6 pages
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 13d-2(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. |
Item 1.
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(a) Name of Issuer |
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PDF Solutions, Inc. |
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(b) Address of Issuers Principal Executive Offices |
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333 West San Carlos Street, Suite
700 San Jose, CA 95110 |
Item 2.
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(a) Name of Person Filing |
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John Kachig Kibarian |
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(b) Address of Principal Business Office or, if none, Residence |
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333 West San Carlos Street,
Suite 700 San Jose, CA 95110 |
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(d) Title of Class of Securities |
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Common Stock -par value $0.00015 per share |
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(e) CUSIP Number |
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693282 10 5 |
Item 3. 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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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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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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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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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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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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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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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); |
Page 4 of 6 pages
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership.
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 owned: 2,652,756. (1) |
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(b) |
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Percent of class: 9.4% of common stock . |
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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 2,652,756 . (1) |
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(ii) |
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Shared power to vote or to direct the vote -0- . |
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(iii) |
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Sole power to dispose or to direct the disposition of 2,652,756 . (1) |
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(iv) |
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Shared power to dispose or to direct the disposition of -0- . |
Instruction. For computations regarding securities which represent a right to acquire an
underlying security see §240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class
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.
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
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.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company
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.
Item 8. Identification and Classification of Members of the Group
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.
Item 9. Notice of Dissolution of Group
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.
Item 10. Certification
Page 5 of 6 pages
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(a) |
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The following certification shall be included if the statement is filed pursuant to
§240.13d-1(b): |
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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(b) |
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The following certification shall be included if the statement is filed pursuant to
§240.13d-1(c): |
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect.
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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February 14, 2008 |
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Date |
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/s/ John Kachig Kibarian |
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Signature |
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John Kachig Kibarian |
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Name/Title |
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)
(1) Includes options held by John Kachig Kibarian to purchase 180,000 shares of the Issuers
common stock. These options are exercisable within 60 days of December 31, 2007.
Page 6 of 6 pages