Form S-8
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GLOBAL CASH ACCESS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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20-0723270 |
(State or other Jurisdiction of
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(I.R.S. Employer |
Incorporation or Organization)
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Identification No.) |
3525 East Post Road, Suite 120
Las Vegas, NV 89120
(Address of principal executive offices) (zip code)
Global Cash Access Holdings, Inc. 2005 Stock Incentive Plan
(Full title of the Plan(s))
Scott Betts
Global Cash Access Holdings, Inc.
3525 East Post Road, Suite 120
Las Vegas, NV 89120
702-855-3000
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
Copies to:
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Katie Lever, Esq.
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Timothy J. Harris, Esq. |
Global Cash Access Holdings, Inc.
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Morrison & Foerster LLP |
3525 East Post Road, Suite 120
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755 Page Mill Road |
Las Vegas, NV 89120
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Palo Alto, CA 94304 |
702-855-3000
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650-813-5600 |
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 the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large Accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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CALCULATION OF REGISTRATION FEE
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Proposed |
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Proposed |
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maximum |
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maximum |
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offering |
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aggregate |
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Amount of |
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Amount to |
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price |
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offering |
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registration |
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Title of Securities to be Registered |
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be registered (1) |
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per share |
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price |
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fee |
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Common Stock, $0.001 par value per share |
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1,931,400 |
(2) |
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$ |
3.60 |
(3) |
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$ |
6,953,040 |
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$ |
807.25 |
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(1) |
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Securities Act),
this Registration Statement shall also cover any additional shares of the Registrants common
stock that becomes issuable under the Global Cash Access Holdings, Inc. 2005 Stock Incentive
Plan (the Plan) by reason of any stock dividend, stock split or other similar transaction
effected without the receipt of consideration that increases the number of the Registrants
outstanding shares of common stock. In addition, pursuant to Rule 416(c) of the Securities
Act, this Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein. |
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(2) |
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Represents additional shares reserved effective January 1, 2011 for issuance under the Plan.
Shares issuable under the Plan were initially registered on a Registration Statement on Form
S-8 (No. 333-131904) filed with the Securities and Exchange Commission (the Commission) on
February 16, 2006. Additional shares issuable under the Plan were subsequently registered on
Registration Statements on Form S-8 (Nos. 333-14078, 333-149496, 333-157512 and 333-165264)
filed with the Commission on February 26, 2007, March 3, 2008, February 25, 2009 and March 5,
2010 respectively. |
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(3) |
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Estimated solely for purposes of computing the amount of the registration fee pursuant to
Rule 457(h) of the Securities Act. The price of $3.60 per share represents the average of the
high and low prices of the Registrants common stock on the New York Stock Exchange on
February 14, 2011 (a date that is within five business days of the date of filing of this
Registration Statement). |
PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will be sent or given to
employees as specified by Rule 428(b)(1) of Securities Act. Such documents need not be filed with
the Commission either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form
S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
Pursuant to General Instruction E to Form S-8 under the Securities Act, this Registration Statement
is filed to register 1,931,400 additional shares of the Registrants common stock, par value $0.001
per share, reserved for issuance under the terms of the Plan. The contents of the Registration
Statement on Form S-8 (No. 333-131904) filed by the Registrant (as defined below) with the
Commission on February 16, 2006, the contents of the Registration Statement on Form S-8 (No.
333-140878) filed by the Registrant with the Commission on February 26, 2007, the contents of the
Registration Statement on Form S-8 (No. 333-149496) filed by the Registrant with the Commission on
March 3, 2008; the contents of the Registration Statement on Form S-8 (No. 333-157512) filed by the
Registrant on February 25, 2009; and the contents of the Registration Statement on Form S-8 (No.
333-165264) filed by the Registrant on March 5, 2010 are hereby incorporated by reference into this
Registration Statement.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this Registration Statement the following documents
previously filed with the Commission by Global Cash Access Holdings, Inc. (the Registrant):
(1) The Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2009 filed
with the Commission on March 15, 2010, which includes audited consolidated financial statements for
the fiscal year ended December 31, 2009, which is the latest fiscal year for which audited
financial statements have been filed.
(2) The Registrants Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2010,
June 30, 2010, and September 30, 2010, and filed with the Commission on May 7, 2010, August 6, 2009
and November 8, 2009, respectively.
(3) The Registrants Current Reports on Form 8-K filed with the Commission on February 10, 2010,
February 23, 2010, March 16, 2010, March 31, 2010, April 8, 2010, April 27, 2010, May 4, 2010, May
5, 2010, July 21, 2010, August 4, 2010, September 2, 2010, October 7, 2010, November 3, 2010,
November 18, 2010, February 2, 2011 and February 17, 2011.
(4) The description of the Registrants common stock contained in the Registrants Registration
Statement on Form 8-A filed with the Commission on September 16, 2005, including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act of 1934, as amended (the Exchange Act) after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference into this Registration Statement and to be a part hereof from the date
of filing of such documents except as to any portion of any future annual or quarterly report or
document that is not deemed filed under such provisions. Any statement contained in a document
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 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.
Incorporated by reference to the Registrants Registration Statement on Form 8-A filed with the
Commission on September 16, 2005, including any amendment or report filed for the purpose of
updating such description.
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant is incorporated under the laws of the State of Delaware. Section 145 of the Delaware
General Corporation Law, or the DGCL, provides that a Delaware corporation may indemnify directors
and officers as well as other employees and individuals against expenses (including attorneys
fees), judgments, fines, and amounts paid in settlement in connection with specified actions, suits
and proceedings, whether civil, criminal, administrative or investigative (other than action by or
in the right of the corporation, or a derivative action), if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of the corporation
and, with respect to any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful. A similar standard is applicable in the case of derivative actions, except
that indemnification only extends to expenses (including attorneys fees) incurred in connection
with the defense or settlement of such action, and the statute requires court approval before there
can be any indemnification where the person seeking indemnification has been found liable to the
corporation. The statute provides that it is not exclusive of other indemnification that may be
granted by a corporations certificate of incorporation, bylaws, disinterested director vote,
stockholder vote, agreement, or otherwise.
The DGCL further authorizes a Delaware corporation to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against any liability asserted against him and incurred by him in any
such capacity, arising out of his status as such, whether or not the corporation would otherwise
have the power to indemnify him under Section 145.
The bylaws of the Registrant provide for the indemnification of its directors and officers to the
fullest extent permitted under Delaware law. The bylaws of the Registrant also permit the
Registrant to purchase and maintain insurance on behalf of any person against any liability that
may be asserted against, or expenses that may be incurred by, any such person in connection with
the Registrants activities, regardless of whether the Registrant would have the power to indemnify
such persons against such liability under the provisions of its bylaws. The Registrant has
purchased liability insurance for the benefit of its officers and directors. The Registrant has
also entered into indemnification agreements with each of its executive officers and directors
pursuant to which the Registrant is contractually obligated to fully indemnify each such person
against all liabilities and expenses imposed upon, incurred by or paid by such person in connection
with any claim, action or proceeding to which such person becomes subject by reason of his or her
status as an officer or director of the Registrant or any of its subsidiaries.
The Registrants certificate of incorporation generally provides that its directors will not be
liable to the Registrant or to its stockholders for monetary damages for a breach of a fiduciary
duty. The Registrants bylaws provide for indemnification against all losses actually incurred by
directors and officers in connection with any action, suit or proceeding relating to their position
as a director or officer. The Registrants bylaws also provide for indemnification or reimbursement
of expenses to any of its employees.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
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4.1 |
(1) |
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Global Cash Access Holdings, Inc. 2005 Stock Incentive Plan |
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5.1 |
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Opinion of Morrison & Foerster LLP |
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23.1 |
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Consent of Morrison & Foerster LLP (contained in Exhibit 5.1) |
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23.2 |
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Consent of Deloitte & Touche LLP |
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24.1 |
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Power of Attorney (see Signature Page) |
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(1) |
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Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 (No.
333-165264) filed by the Registrant on March 5, 2010. |
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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;
(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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the Calculation of Registration Fee table in the effective
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 Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, 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, each filing of the Registrants annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plans annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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 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 Commission such
indemnification is against public policy as expressed in the Securities 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 of whether such
indemnification by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, Global Cash Access Holdings, Inc., 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 Las Vegas, State of Nevada, on February 18, 2011.
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GLOBAL CASH ACCESS HOLDINGS, INC.
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By: |
/s/ Scott Betts
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Scott Betts |
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President and Chief Executive Officer |
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints each of Scott Betts and Kathryn
Lever as attorneys-in-fact, each with the power of substitution, for him in any and all capacities,
to sign any amendment to this Registration Statement and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange Commission, granting
to said attorneys-in-fact, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming the said attorney-in-fact or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by
the following persons in the capacities and on the date indicated.
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Signature |
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Title |
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Date |
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Director, President and Chief Executive
Officer
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February 17, 2011 |
Scott Betts |
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(Principal Executive Officer) |
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Chief Financial Officer
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February 15, 2011 |
Mary E. Higgins |
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(Principal Financial and Accounting Officer) |
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/s/ Geoff Judge
Geoff Judge
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Director
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February 16, 2011 |
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/s/ E. Miles Kilburn
E. Miles Kilburn
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Director
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February 15, 2011 |
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/s/ Fred Enlow
Fred Enlow
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Director
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February 16, 2011 |
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/s/ Patrick Olson
Patrick Olson
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Director
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February 16, 2011 |
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/s/ Mike Rumbolz
Mike Rumbolz
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Director
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February 15, 2011 |
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INDEX TO EXHIBITS
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Exhibit |
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Number |
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Description |
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4.1 |
(1) |
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Global Cash Access Holdings, Inc. 2005 Stock Incentive Plan |
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5.1 |
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Opinion of Morrison & Foerster LLP |
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23.1 |
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Consent of Morrison & Foerster LLP (contained in Exhibit 5.1) |
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23.2 |
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Consent of Deloitte & Touche LLP |
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24.1 |
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Power of Attorney (see Signature Page) |
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(1) |
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Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 (No.
333-165264) filed by the Registrant on March 5, 2010. |
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