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EX-32 - Tremisis Energy Acquisition CORP IIv165731_ex32.htm
EX-31.2 - Tremisis Energy Acquisition CORP IIv165731_ex31-2.htm
EX-31.1 - Tremisis Energy Acquisition CORP IIv165731_ex31-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________

FORM 10-K/A

x
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2008

o
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ______________to ______________

Commission File Number 001-33814

TREMISIS ENERGY ACQUISITION CORPORATION II
(Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction
of Incorporation or Organization)
30-0485452
(I.R.S. Employer
Identification Number)

545-7 Dogok-Dong
SoftForum B/D, 7th Floor
Gangnam-Gu, Seoul, South Korea
(Address of Principal Executive Offices)
135-270
(Zip Code)

(82)(2) 575-0466
(Registrant’s Telephone Number, Including Area Code)

Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
 
Name of Each Exchange on Which Registered
Units consisting of one share of Common Stock, par value $.0001 per share, and one Warrant
 
NYSE Alternext US LLC
Common Stock, $.0001 par value per share
 
NYSE Alternext US LLC
Warrants to purchase shares of Common Stock
 
NYSE Alternext US LLC

Securities Registered Pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  o  No  x

 
 

 


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  o  No  x

Indicate by check mark whether the Issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes  x  No  o

Indicate by check mark if disclosure of delinquent filers pursuant  to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
Large accelerated filer  o                                                                     Accelerated filer  o
Non-accelerated filer  o                                                                      Smaller reporting company  x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  x  No  o

As of June 30, 2008, the aggregate market value of the common stock held by non-affiliates of the Registrant was approximately $72,897,691.

As March 30, 2009, there were 12,165,837 shares of Common Stock, $.0001 par value per share, outstanding.

Documents incorporated by reference: None.
 
Explanatory Note

This Amendment No. 1 to the Annual Report on Form 10-K of Tremisis Energy Acquisition Corporation II (“Company”) for the fiscal year ended December 31, 2008  is being filed to reflect the changes to the following items in response to a comment letter received by the Company from the Securities and Exchange Commission:
 
Item 10 – Directors, Executive Officers and Corporate Governance

Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 
 
 

 

 
PART III
 
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 
Directors and Executive Officers
 
Our current directors and executive officers are as follows:
 
Name
 
Age
 
Position
Sang-Chul Kim
 
55
 
Chairman of the Board and Chief Executive Officer
Ronald D. Ormand
 
50
 
Director
Jhong Won Kim
 
65
 
Director
Seung Jung Ro
 
44
 
Director
David Jin Yoo
 
35
 
Director
Yeon-su Kim   25   Secretary
 
Sang-Chul Kim has served as our chairman and co-chief executive officer since March 2009 and has served as our sole chief executive officer since April 2009. He has also served as the chief executive officer of Dawin Technology, Inc., an ASIC/SoC design and services company that has a strategic partnership with Samsung Electronics Co., Ltd. since May 2008. Mr. Kim has also served as the chairman of the boards of directors of both SF Investment Co., Ltd., an investment company and SoftForum Co., Ltd., a web and desktop security software company and systems producer, since June 2005. From June 2004 to May 2005, he was the chairman of the boards of directors of WIZIT Co., Ltd., a metering hardware, semiconductor and LCD components manufacturer, and DureCom Co., Ltd., a plastic molding/injection manufacturer, the latter of which merged with SoftForum Co., Ltd. in 2005. Mr. Kim served as the president and chief executive officer of Kumho Metertech, Inc., which he founded, from February 1997 to January 2004. In June 2008, Mr. Kim was elected as the vice chairman of the Korea CEO Association (KCEOA). Mr. Kim received his Bachelor of Arts in Political Science from Dankook University.
 
Ronald D. Ormand has served as a member of our board of directors since September 2007, as our chief financial officer from November 2007 to April 2009 and as our co-chief executive officer from March 2009 to April 2009. Mr. Ormand has over twenty five years of investment and commercial banking experience in the energy industry. From April 2005 to October 2007, he served as a managing director with West LB, a German-based international bank with over $300 billion in assets, where he covered the energy industry and served as head of the oil and gas investment banking group for the Americas. From 1988 until December 2004, Mr. Ormand was with CIBC World Markets and Oppenheimer & Co., which CIBC acquired in 1997. From 1997 to 2004, Mr. Ormand served as head of CIBC World Markets’ U.S. oil and gas investment banking group. Prior to joining CIBC World Markets in 1988, Mr. Ormand worked in various investment banking positions with Bateman Eichler, Hill Richards Incorporated, and L.F. Rothschild & Co., and as a research analyst covering the exploration and production sector at Rauscher Pierce Refsnes, Inc. Mr. Ormand received a B.A. and an M.B.A. from the University of California at Los Angeles and attended Cambridge University in Cambridge, England where he studied Economics.
 
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Jhong Won Kim has served as a member of our board of directors since March 2009. Since January 2007, Mr. Kim has been retired. Mr. Kim served as a director and the chief financial officer of the Korea Railroad Construction Authority (a rail investment company established by the Korean Government to build, develop and manage railways) from January 2004 until January 2007, where he advised the Finance department on matters including financing, strategy and financial planning, and risk management. From November 2005 until December 2006, Mr. Kim served as a director and a member of the management advisory committee of Korea NICE e-banking Services, Co., Ltd. (a subsidiary of the National Information & Credit Evaluation Inc.), a company that operates and manages ATMs in banks, security and insurance companies, investment trusts and other related financial institutions. From October 2002 to January 2006, Mr. Kim was an executive director of the Friendship Society of the Ministry of Finance and Economy. He also served from January 2001 to January 2002, as vice president of Yushin Corporation, a civil infrastructure company, and from January 2000 until January 2001, Mr. Kim served on the board of Rotem Co. (now known as Hyundai Rotem, and member of the Hyundai Motor Group). Mr. Kim received his Bachelor of Arts in Economics from Yonsei University and his Master of Arts in Development Economics from Boston University.

Seung Jung Ro has served as a member of our board of directors since March 2009. Mr. Ro has been the chief executive officer of Mermax Co., Ltd., a semiconductor manufacturer, since August 2008. From January 2006 to August 2008, Mr. Ro served as the chief executive officer of DureCom Co., Ltd. Mr. Ro also served as the chief executive officer of DureTech Inc., a semiconductor and LCD components manufacturer, from March 2000 to December 2005. From July 1999 to February 2000, Mr. Ro served as a director for KoreaSambo Inc., a gas metering manufacturer. From February 1997 to June 1999, Mr. Ro also served as manager of the administration department for Kumho Metertech, Inc., a metering business administration firm. Mr. Ro earned his Bachelor of Science from Chungbuk National University.

David Jin Yoo has served as a member of our board of directors since March 2009. Mr. Yoo has served as the managing director of Hyundai LCD USA, Inc., an LCD manufacturer, since November 2008. From September 2004 to November 2008, Mr. Yoo served as a vice president of the corporate finance group at EarlyBirdCapital, Inc., an investment banking firm. From May 2004 to September 2004, he worked as an associate at Ardour CapitalPartners, LLC, another investment banking firm. Mr. Yoo also served as a senior associate from May 2003 to September 2003 at KPMG International Financial Advisory Services Inc., a corporate finance firm. He was manager and assistant to the Chairman at The Doosan Group from May 1994 to August 2002. Mr. Yoo earned his Bachelor of Arts at University of California at Berkeley and his Master of Business Administration from Leonard N. Stern School of Business at New York University.

Yeon-su Kim has served as our secretary since March 2009. Ms. Kim has served as the chief executive officer and a director of Han Wool S&C. Co., Ltd., an investment firm, since April 2008. Since March 2007, Ms. Kim has served as an adviser for SF Investment Co., Ltd. Ms. Kim has also served as head of the foreign business division for WIZIT Co., Ltd., since January 2007. Prior to January 2007, Ms. Kim was a student and earned her Bachelor of Arts from Boston University, School of Management and a Bachelor of Commerce from Auckland University. Ms. Kim is the daughter of Sang-Chul Kim.
 
Our board of directors is divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. The term of office of the first class of directors, consisting of Seung Jung Ro, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Jhong Won Kim, will expire at the second annual meeting. The term of the third class of directors, consisting of Sang-Chul Kim and David Jin Yoo, will expire at the third annual meeting.
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Section 16(a) Beneficial Ownership Reporting Compliance
 
Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors and persons who own more than ten percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission.  Officers, directors and ten percent stockholders are required by regulation to furnish us with copies of all Section 16(a) forms they file.  Based solely on copies of such forms received or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended December 31, 2008, all filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with.
 
Code of Ethics
 
In December 2007, our board of directors adopted a code of ethics that applies to our directors, officers and employees as well as those of our subsidiaries.  Copies of our code of ethics are available free of charge upon request. Requests for copies of our code of ethics should be sent in writing to Tremisis Energy Acquisition Corporation II, 545-7 Dogok-Dong, SoftForum B/D, 7th Floor, Gangnam-Gu, Seoul, South Korea, 135-270. We have also filed the code of ethics as an exhibit hereto.
 
Corporate Governance
 
Board Meeting Attendance.  During the fiscal year ended December 31, 2008, there were three meetings of our board of directors, and the various committees of the board of directors met a total of four times.  No director attended fewer than 75% of the total number of meetings of the board and of committees of the board on which he served during fiscal 2008.
 
Nominating Committee
 
Effective December 2007, we established a nominating committee of the board of directors, which currently consists of Jhong Won Kim, as chairman, and David Jin Yoo and Seung Jung Ro, each of whom is an independent director under the NYSE Alternext US’s listing standards. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, stockholders and others. The nominating committee did not meet during the fiscal year ended December 31, 2008.
 
Guidelines for Selecting Director Nominees
 
The guidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally provide that the Nominating Committee will consider and evaluate based on, among other factors, the following:
 
 
·
The candidate’s independence under the rules of the NYSE Alternext US;
 
 
·
The candidate’s accomplishments and reputations, both personal and professional;
 
 
·
The candidate’s relevant experience and expertise;
 
 
·
The candidate’s knowledge of the company and issues affecting us;
 
 
·
The candidate’s moral and ethical character; and
 
 
·
The candidate’s ability to commit the required time necessary to discharge the duties of board membership.
 
The Nominating Committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time. The nominating committee does not distinguish among nominees recommended by shareholders and other persons.
 
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There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.
 
Audit Committee
 
Effective December 2007, we established an audit committee of the board of directors, which currently consists of Seung Jung Ro, as chairman, David Jin Yoo and Jhong Won Kim, each of whom is an independent director under the NYSE Alternext’s listing standards. The audit committee met four times during the fiscal year ended December 31, 2008. The audit committee’s duties, which are specified in our audit committee charter, include, but are not limited to:
 
 
·
reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K;
 
 
·
discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;
 
 
·
discussing with management major risk assessment and risk management policies;
 
 
·
monitoring the independence of the independent auditor;
 
 
·
verifying the rotation of the audit partners having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
 
 
·
reviewing and approving all related-party transactions;
 
 
·
inquiring and discussing with management our compliance with applicable laws and regulations;
 
 
·
pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;
 
 
·
appointing or replacing the independent auditor;
 
 
·
determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; and
 
 
·
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies.
 
Financial Experts on Audit Committee
 
The audit committee will at all times be composed exclusively of “independent directors” who are “financially literate” as defined under the NYSE Alternext US listing standards. The NYSE Alternext US listing standards define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.
 
In addition, we must certify to the NYSE Alternext US that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. The board of directors has determined that Messrs. Jhong Won Kim and David Jin Yoo both satisfy the NYSE Alternext US’s definition of financial sophistication and also qualify as an “audit committee financial expert,” as defined under rules and regulations of the SEC.
 
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Compensation Committee

We do not have a standing compensation committee. The board believes this is appropriate as no compensation of any kind, including finder’s, consulting or other similar fees, will be paid to any of our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of our initial business combination.
 
5

ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
 
The following table sets forth information regarding the beneficial ownership of our common stock as of March 30, 2009 by:
 
 
·
each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
 
 
·
each of our officers and directors; and
 
 
·
all our officers and directors as a group.
 
Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.
 
Name and Address of Beneficial Owner (1)
 
Amount and Nature of
Beneficial Ownership
   
Percent
of Class
 
Bulldog Investors
    1,409,560 (2)     11.6 %
Brian Taylor
    1,185,000 (3)     9.7 %
Fortress Investment Group LLC
    1,100,000 (4)     9.0 %
Citigroup Global Markets Inc.
    628,800 (5)     5.2 %
Aldebaran Investments LLC
    752,101 (6)     6.2 %

6


Name and Address of Beneficial Owner (1)
 
Amount and Nature of
Beneficial Ownership
   
Percent
of Class
 
Drawbridge Special Opportunities Advisors LLC
    821,800 (7)     6.8 %
Lawrence S. Coben
    827,726 (8)     6.8 %
Ronald D. Ormand
    827,726 (8)     6.8 %
Sang-Chul Kim
     0 (9)     0 %
Soft Forum Co., Ltd.
    0 (9)     0 %
Jhong Won Kim
     0       0 %
Seung Jung Ro
     0       0 %
David Jin Yoo
     0       0 %
All directors and executive officers as a group (five individuals)
    827,726 (10)     6.8 %
________________________________
*
Less than one percent.
(1)
Unless otherwise indicated, the business address of each of the individuals is 545-7 Dogok-Dong, SoftForum B/D, 7th Floor, Gangnam-Gu, Seoul, South Korea 135-270.
(2)
Bulldog Investors (“Bulldog”) and Phillip Goldstein and Andrew Dakos, principals of Bulldog, have sole voting power over 1,043,560 of such shares and shared voting power over 365,740 of the shares of common stock.  Bulldog Investors and Mr. Goldstein and Mr. Dakos have sole investment power over all such shares.  The business address of the entity and each principal is Park 80 West, Plaza Two, Saddle Brook, New Jersey 07663.  The foregoing information was derived from a Schedule 13G filed with the Securities and Exchange Commission on January 14, 2009.
(3)
Mr. Taylor, Pine River Capital Management L.P. (“Pine River”) and Nisswa Master Fund Ltd. (“Nisswa”) have shared voting and investment power over the shares of common stock.  The business address of Mr. Taylor, Pine River and Nisswa is 601 Carlson Parkway, Suite 330, Minnetonka, MN 55305.  The foregoing information was derived from a Schedule 13G filed with the Securities and Exchange Commission on December 17, 2007.
(4)
Represents (i) 990,000 shares of common stock held by Drawbridge DSO Securities LLC (“DSO”) and (ii) 110,000 shares of common stock held by Drawbridge OSO Securities LLC (“OSO”).  Each has sole voting and investment power of such shares.  Drawbridge Special Opportunities Fund LP (“Fund LP”) is the sole managing member of DSO, Drawbridge Special Opportunities GP LLC (“GP”) is the general partner of Fund LP and Fortress Principal Investment Holdings IV LLP (“Holdings”) is the sole managing member of GP.  Drawbridge Special Opportunities Fund Ltd. (“Fund Ltd.”) is the sole managing member of OSO, Drawbridge Special Opportunities Advisors LLC (“Advisors”) is the investment advisor for Fund LP and Fund Ltd., and FIG LLC (“FIG LLC”) is the sole managing member of Advisors.  Fortress Operating Entity I LP (“Operating”) is the sole managing member of Holdings and FIG LLC, FIG Corp. (“FIG Corp.”) is the general partner of Operating and Fortress Investment Group LLC (“Group”) is the beneficial owner of all securities beneficially owned by FIG Corp.  Each of the foregoing entities has shared voting and investment power over the shares beneficially owned by it.  The business address of all of the entities is c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New York, New York 10105, Attention: Michael Cohn.  The foregoing information was derived from a Schedule 13G filed with the Securities and Exchange Commission on February 14, 2008.
(5)
Represents shares held by Citigroup Global Markets Inc.  Assumes the conversion or exercise of certain securities held.  The business address of Citigroup Global Markets Inc. is 388 Greenwich Street, New York, New York 10013.  The foregoing information was derived from a Schedule 13G filed with the SEC on February 11, 2009.
(6)
The business address of Aldebaran Investments LLC is 500 Park Avenue, 5th Floor, New York, New York 10022.  Represents 752,101 shares held by Aldebaran Investments LLC.  Includes shares held in a separate account of which Aldebaran Investments LLC is the investment manager.  The foregoing information was derived from a Schedule 13G filed with the SEC on February 17, 2009.
(7)
The business address of Drawbridge Special Opportunities Advisors LLC is c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New York, NY 10105, Attention: Michael Cohn.  The foregoing information was derived from a Schedule 13G filed with the SEC on February 18, 2009.
(8)
Does not include 450,000 shares of common stock issuable upon exercise of sponsors’ warrants that are not exercisable and will not become exercisable within 60 days. Mr. Coben’s business address is 40 West 22nd Street, New York, New York 10010. Mr. Ormand’s business address is 11622 Monica Street, Houston, Texas 77024.
 
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(9)
Does not include 2,333,168 shares of common stock which Mr. Kim and SoftForum Co., Ltd. have the right to acquire upon exercise of an option held by them.
 
(10)
Does not include 900,000 shares of common stock issuable upon exercise of sponsors’ warrants that are not exercisable and will not become exercisable within 60 days. Also does not include 2,333,168 shares of common stock which Mr. Kim and SoftForum Co., Ltd. have the right to acquire upon exercise of an option held by them.
 
All of the founders’ shares have been placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, until one year after the consummation of our initial business combination. The founders’ shares may be released from escrow earlier than this date if, within the first year after we consummate an initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.  Additionally, if holders of more than 20% of the IPO shares vote against a proposed business combination and seek to exercise their conversion rights and such business combination is consummated, our founders have agreed to forfeit and return to us for cancellation a number of shares so that the founders will collectively own no more than 23.8% of our outstanding common stock upon consummation of such business combination (without giving effect to any shares that may be issued in the business combination). During the escrow period, the holders of these shares will not be able to sell or transfer their securities except (i) to an entity’s members upon its liquidation, (ii) to relatives and trusts for estate planning purposes or (iii) by private sales made at or prior to the consummation of a business combination at prices no greater than the price at which the shares were originally purchased, in each case where the transferee agrees to the terms of the escrow agreement, but will retain all other rights as our stockholders, including, without limitation, the right to vote their shares of common stock and the right to receive cash dividends, if declared. If dividends are declared and payable in shares of common stock, such dividends will also be placed in escrow. If we are unable to effect a business combination and liquidate, none of our founders will receive any portion of the liquidation proceeds with respect to their initial shares.
 
Certain of our officers, directors and initial stockholders purchased the sponsors’ warrants (for a total purchase price of $2,650,000) from us. These purchases took place on a private placement basis simultaneously with the consummation of our IPO. The sponsors’ warrants are identical to the warrants underlying the units offered in our IPO except that if we call the warrants for redemption, the sponsors’ warrants will be exercisable on a cashless basis so long as such warrants are held by the purchasers or their affiliates. The purchasers have agreed that the sponsors’ warrants will not be sold or transferred by them until after we have completed a business combination.
 
Lawrence S. Coben and Ronald D. Ormand are our “promoters” as that term is defined under the federal securities laws.
 
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SIGNATURES

Pursuant to the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 12th day of November 2009.

   
By:
/s/ Sang-Chul Kim
 
Sang-Chul Kim
 
Chairman of the Board and Chief Executive Officer
  (Principal Executive Officer)
 
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name
 
Title
 
Date
         
/s/ Sang-Chul Kim
 
Chairman of the Board and Co-Chief Executive Officer
 
November 12, 2009
Sang-Chul Kim
  (Principal Executive Officer and Principal Financial Officer and Principal Accounting Officer)    
         
/s/ Ronald D. Ormand
 
Director
 
November 12, 2009
Ronald D. Ormand
       
         
/s/ Yeon-su Kim
 
Secretary
 
November 12, 2009
Yeon-Su Kim
       
         
/s/ Jhong Won Kim
 
Director
 
November 12, 2009
Jhong Won Kim
       
         
/s/ Seung Jung Ro
 
Director
 
November 12, 2009
Seung Jung Ro
       
         
/s/ David Jin Yoo
 
Director
 
November 12, 2009
David Jin Yoo