Securities Registration: Employee Benefit Plan (s-8)
December 03 2019 - 11:07AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on December 3, 2019
Registration No. 333-
United
States
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
VALLEY NATIONAL BANCORP
(Exact name of registrant as specified
in its charter)
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New Jersey
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22-2477875
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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One Penn Plaza, Suite 2930
New York, New York 10119
(Address, including zip code of registrant’s
principal executive offices)
ORITANI FINANCIAL CORP. 2007 EQUITY INCENTIVE
PLAN
ORITANI FINANCIAL CORP. 2011 EQUITY INCENTIVE
PLAN
(Full title of the Plans)
Ronald H. Janis
Senior Executive Vice President &
General Counsel
Valley National Bancorp
One Penn Plaza, Suite 2930
New York, New York 10119
(973) 305-8800
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
With a Copy to:
Michael T. Rave, Esq.
Day Pitney LLP
One Jefferson Road
Parsippany, NJ 07054
(973) 966-8123
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer x
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting company ¨
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Emerging growth company ¨
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If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered(1)(2)
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Proposed
Maximum
Offering Price
Per Share(3)
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Proposed
Maximum
Aggregate
Offering Price(3)
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Amount of
Registration
Fee
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Common Stock, no par value
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3,184,572(4)
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$11.81
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$37,609,795.32
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$4,881.76
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(1)
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Pursuant to the Agreement and Plan of Merger,
dated as of June 25, 2019 (the “Merger Agreement”), between Valley National Bancorp (“Valley” or the “Company”)
and Oritani Financial Corp. (“Oritani”), Valley assumed all the outstanding options to purchase shares of common stock
of Oritani granted under the Oritani Financial Corp. 2007 Equity Incentive Plan (the “2007 Plan”) and the Oritani Financial
Corp. 2011 Equity Incentive Plan (the “2011 Plan” and together with the 2007 Plan, the “Plans”), in each
case subject to their continued vesting schedules and conditions. The assumed stock options were converted into the right to acquire
shares of Valley common stock, with appropriate adjustments to the number of shares into which the assumed options are exercisable
and the exercise price of such options, in accordance with the terms of the Merger Agreement.
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(2)
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Pursuant to Rule 416 under the Securities
Act of 1933, as amended (the “Securities Act”) this Registration Statement also covers an indeterminate number of shares
of common stock that may be issuable pursuant to anti-dilution provisions contained in the Plans.
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(3)
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Estimated solely for the purpose of calculating
the registration fee pursuant to Rule 457(h) under the Securities Act. The offering price per share and aggregate offering price
are based on the average of the high and low prices of the Company’s common stock as reported on the Nasdaq Global Select
Market on November 26, 2019.
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(4)
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Represents shares of Valley common stock
issuable upon exercise of assumed stock options granted under the Plans.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Item 1. Plan Information.*
Not filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan
Annual Information.*
Not filed with this Registration Statement.
*
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All information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Documents Incorporated By Reference.
The following documents filed by Valley
National Bancorp (the “Company”) with the Securities and Exchange Commission (the “Commission”) are incorporated
by reference in this Registration Statement:
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1.
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The Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
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2.
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The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019.
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3.
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The Company’s Current Reports on Form 8-K filed with the Commission on January 24, 2019, January 30, 2019, January 31, 2019, February 5, 2019, February 13, 2019, March 27, 2019, April 18, 2019, April 25, 2019, June 26, 2019 (2 filings), July 17, 2019, July 25, 2019, August 26, 2019, October 24, 2019, October 25, 2019, November 18, 2019 and December 2, 2019.
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4.
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The description of the Company’s common stock contained in the Registration Statement on Form 8-A filed by the Company pursuant to Section 12 of the Securities Exchange Act of 1934, and any amendment or report filed for the purpose of updating such description.
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Information in Current Reports on Form
8-K furnished to the Commission, including under Item 2.02 or 7.01 of Form 8-K, prior, on or subsequent to the date hereof
is not and will not be incorporated herein by reference.
In addition, all documents hereafter filed
by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining
unsold, are hereby incorporated herein by reference and are a part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Indemnification. Article VI
of the Company’s certificate of incorporation provides that the corporation shall indemnify its present and former officers,
directors, employees, and agents and persons serving at its request against expenses, including attorney’s fees, judgments,
fines or amounts paid in settlement, incurred in connection with any pending or threatened action, suit, or proceeding, whether
civil, criminal, administrative or investigative, to the full extent permitted by the New Jersey Business Corporation Act.
The Article also provides that such indemnification shall not exclude any other rights to indemnification to which a person may
otherwise be entitled, and authorizes the corporation to purchase insurance on behalf of any of the persons enumerated against
any liability whether or not the corporation would have the power to indemnify him under the provisions of Article VI.
The New Jersey Business Corporation Act
empowers a corporation to indemnify a corporate agent against his expenses and liabilities incurred in connection with any proceeding
(other than a derivative lawsuit) involving the corporate agent by reason of his being or having been a corporate agent if (a) the
agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation,
and (b) with respect to any criminal proceeding, the corporate agent had no reasonable cause to believe his conduct was unlawful.
For purposes of the Act, the term “corporate agent” includes any present or former director, officer, employee or agent
of the corporation, and a person serving as a “corporate agent” at the request of the corporation for any other enterprise.
With respect to any derivative action,
the corporation is empowered to indemnify a corporate agent against his expenses (but not his liabilities) incurred in connection
with any proceeding involving the corporate agent by reason of his being or having been a corporate agent if the agent acted in
good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. However,
only the New Jersey Superior Court or the court in which the proceeding was brought can empower a corporation to indemnify a corporate
agent against expenses with respect to any claim, issue or matter as to which the agent was adjudged liable to the corporation.
The corporation may indemnify a corporate
agent in a specific case if a determination is made by any of the following that the applicable standard of conduct was met: (i) the
board of directors, or a committee thereof, acting by a majority vote of a quorum consisting of disinterested directors; (ii) by
independent legal counsel, if there is not a quorum of disinterested directors or if the disinterested quorum empowers counsel
to make the determination; or (iii) by the shareholders.
A corporate agent is entitled to mandatory
indemnification to the extent that the agent is successful on the merits or otherwise in any proceeding, or in defense of any claim,
issue or matter in the proceeding. If a corporation fails or refuses to indemnify a corporate agent, whether the indemnification
is permissive or mandatory, the agent may apply to a court to grant him the requested indemnification. In advance of the
final disposition of a proceeding, the corporation may pay an agent’s expenses if the agent agrees to repay the expenses
unless it is ultimately determined he is entitled to indemnification.
Exculpation. Article VII of
the Company’s certificate of incorporation provides:
A director or officer of the Corporation
shall not be personally liable to the Corporation or its shareholders for damages for breach of any duty owed to the Corporation
or its shareholders, except that this provision shall not relieve a director or officer from liability for any breach of duty based
upon an act or omission (i) in breach of such person’s duty of loyalty to the Corporation or its shareholders, (ii) not
in good faith or involving a knowing violation of law, or (iii) resulting in receipt by such person of an improper personal
benefit. If the New Jersey Business Corporation Act is amended after approval by the shareholders of this provision to authorize
corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director
and/or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the New Jersey Business Corporation
Act as so amended.
Any repeal or modification of the foregoing
paragraph by the shareholders of the Corporation or otherwise shall not adversely affect any right or protection of a director
or officer of the Corporation existing at the time of such repeal or modification.
The New Jersey Business Corporation Act,
as it affects exculpation, has not been changed since the adoption of this provision by the Company in 1987.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.
(2) That, for the purposes of determining
any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means
of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 2nd day of December, 2019.
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VALLEY NATIONAL BANCORP
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By:
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/s/ Ronald H. Janis
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Ronald H. Janis
Senior Executive Vice President & General Counsel
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below hereby constitutes and appoints Ronald H. Janis, Ira Robbins and Mitchell L. Crandell
as attorneys-in-fact and agents, with full power of substitution and resubstitution, to sign on his or her behalf, individually
and in any and all capacities, including the capacities stated below, any and all amendments (including post-effective amendments)
to this Registration Statement and any registration statements filed by the registrant pursuant to Rule 462(b) of the Securities
Act of 1933, as amended, relating thereto and to file the same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting to said attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents,
or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and
on the dates indicated:
Signature
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Title
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Date
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/s/ Ira
Robbins
Ira Robbins
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Chairman, President and Chief Executive
Officer
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December 2, 2019
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/s/ Michael
D. Hagedorn
Michael D. Hagedorn
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Senior Executive Vice President and Chief
Financial Officer (Principal Financial Officer)
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December 2, 2019
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/s/ Mitchell
L. Crandell
Mitchell L. Crandell
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Executive Vice President and Chief Accounting
Officer (Principal Accounting Officer)
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December 2, 2019
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/s/ Andrew
B. Abramson
Andrew B. Abramson
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Director
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December 2, 2019
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/s/ Peter
J. Baum
Peter J. Baum
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Director
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December 2, 2019
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/s/ Eric
P. Edelstein
Eric P. Edelstein
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Director
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December 2, 2019
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/s/ Graham
O. Jones
Graham O. Jones
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Director
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December 2, 2019
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Signature
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Title
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Date
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/s/ Michael
L. LaRusso
Michael L. LaRusso
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Director
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December 2, 2019
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/s/ Marc
J. Lenner
Marc J. Lenner
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Director
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December 2, 2019
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/s/ Gerald
H. Lipkin
Gerald H. Lipkin
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Director
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December 2, 2019
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Director
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Kevin J. Lynch
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/s/ Suresh
L. Sani
Suresh L. Sani
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Director
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December 2, 2019
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/s/ Melissa
(Lisa) Schultz
Melissa (Lisa) Schultz
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Director
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December 2, 2019
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/s/ Jennifer
W. Steans
Jennifer W. Steans
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Director
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December 2, 2019
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/s/ Jeffrey
S. Wilks
Jeffrey S. Wilks
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Director
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December 2, 2019
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