As filed with the Securities and Exchange Commission on June 23, 2006
Registration No. 333- ____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NEW YORK COMMUNITY BANCORP, INC.
(exact name of registrant as specified in its certificate of incorporation)
DELAWARE 06-1377322
(state or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
615 MERRICK AVENUE
WESTBURY, NEW YORK 11590
(516) 683-4100
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)
NEW YORK COMMUNITY BANCORP, INC. 2006 STOCK INCENTIVE PLAN
(Full Title of the Plan)
--------------------------------------
JOSEPH R. FICALORA COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER ERIC S. KRACOV, ESQ.
NEW YORK COMMUNITY BANCORP, INC. VICTOR L. CANGELOSI, ESQ.
615 MERRICK AVENUE MULDOON MURPHY & AGUGGIA LLP
WESTBURY, NEW YORK 11590 5101 WISCONSIN AVENUE, N.W.
(516) 683-4100 WASHINGTON, DC 20016
(Name, address, including zip code, and telephone (202) 362-0840
number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
===================================================================================================================
Title of each Class of Proposed Maximum Proposed Maximum Amount of
Securities to be Amount to be Offering Price Per Aggregate Offering Registration
Registered Registered(1) Share Price Fee
-------------------------------------------------------------------------------------------------------------------
Common Stock
$.01 Par Value 9,000,000 Shares(2) $16.38 (3) $147,420,000 $15,774
===================================================================================================================
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the New York Community Bancorp, Inc. 2006 Stock Incentive Plan (the "Plan")
as the result of a stock split, stock dividend or similar adjustment to the
outstanding common stock of New York Community Bancorp, Inc. (the "Common
Stock") pursuant to 17 C.F.R. ss.230.416(a).
(2) Represents the shares which may be issued upon the vesting or exercise of
awards under the Plan.
(3) Estimated solely for the purpose of calculating the registration fee. The
average of the high and low price of the Common Stock as reported on June
21, 2006 in accordance with 17 C.F.R. ss.230.457(c).
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND 17 C.F.R. SS.230.462.
NEW YORK COMMUNITY BANCORP, INC.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The document containing the information for the New York Community
Bancorp, Inc. 2006 Stock Incentive Plan ("2006 Plan") required by Part I of the
Registration Statement will be sent or given to the participants in the 2006
Plan as specified by Rule 428(b)(1). Said document is not filed with the
Securities and Exchange Commission (the "SEC") either as a part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424, in reliance on Rule 428. Said document and the information
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus for the Registration
Statement.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are
incorporated by reference in this Registration Statement:
(a) The Annual Report on Form 10-K filed by the Company for the
fiscal year ended December 31, 2005, filed with the SEC on
March 16, 2006 and subsequently amended on April 28, 2006,
which includes the consolidated statements of financial
condition of New York Community Bancorp, Inc. and subsidiaries
as of December 31, 2005 and 2004, and the related consolidated
statements of income, changes in stockholders' equity, and
cash flows for each of the years in the three year period
ended December 31, 2005, and management's assessment of the
effectiveness of internal control over financial reporting and
the effectiveness of internal control over financial
reporting, together with the related notes and the report of
KPMG LLP, independent registered public accounting firm (SEC
File No. 001-31565).
(b) The Quarterly Report on Form 10-Q filed by the Company for
the fiscal quarter ended March 31, 2006 filed with the SEC
on May 10, 2006 (SEC File No. 001-31565).
(c) The Current Reports on Form 8-K filed by the Company on March
30, 2006, April 6, 2006, April 12, 2006, April 13, 2006, April
26, 2006 (except as to Items 2.02, 7.01 and 9.01), April 28,
2006 (except as to Item 7.01 and 9.01), May 4, 2006 (except as
to Item 7.01 and 9.01), June 7, 2006 and June 12, 2006 (SEC
File No. 001-31565).
(d) The description of the Registrant's Common Stock contained in
the Registrant's Form 8-A, filed by the Company with the SEC
on August 19, 1993, and including any amendment or report
filed with the SEC for the purpose of updating this
description.
(e) All documents filed by the Registrant pursuant to Sections
13(a) and (c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") except items 2.02 and
7.01 filed under Form 8-K, after the date hereof and prior to
the filing of a post-effective amendment which deregisters all
securities then remaining unsold.
2
ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, 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 INCORPORATED OR 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
The common stock to be offered pursuant to the 2006 Plan has been
registered pursuant to Section 12 of the Exchange Act. Accordingly, a
description of the common stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
The validity of the Common Stock offered hereby has been passed upon by
Muldoon Murphy & Aguggia LLP, Washington, DC, for the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL"), inter
alia, empowers a Delaware corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that such person 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 other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person 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 the person's conduct was
unlawful. Similar indemnity is authorized for such person against expenses
(including attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of any such threatened, pending or completed action or
suit if such person 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 provided
further that (unless a court of competent jurisdiction otherwise provides) such
person shall not have been adjudged liable to the corporation. Any such
indemnification may be made only as authorized in each specific case upon a
determination by the shareholders or disinterested directors or by independent
legal counsel in a written opinion that indemnification is proper because the
indemnitee has met the applicable standard of conduct.
Any such indemnification and advancement of expenses provided under
Section 145 shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of such person's
heirs, executors and administrators.
3
Section 145 further authorizes a 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, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.
The Registrant has also entered into employment agreements with certain
executive officers, which agreements require that the Registrant maintain a
directors' and officers' liability policy for the benefit of such officers and
that the Registrant will indemnify such officers and their heirs to the fullest
extent permitted by law.
In accordance with the DGCL (being Chapter 1 of Title 8 of the Delaware
Code), Articles 10 and 11 of the Registrant's Certificate of Incorporation
provide as follows:
TENTH:
A. Each person who was or is made a party or is threatened to
be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is
or was a Director or an Officer 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 of a partnership, joint venture, trust
or other enterprise, including service with respect to an employee
benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a Director,
Officer, employee or agent or in any other capacity while serving as a
Director, Officer, employee or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to
provide prior to such amendment), against all expense, liability and
loss (including attorneys' fees, judgments, fines, ERISA excise taxes
or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith; provided, however,
that, except as provided in Section C hereof with respect to
proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation.
B. The right to indemnification conferred in Section A of this
Article TENTH shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its
final disposition (hereinafter and "advancement of expenses");
provided, however, that, if the Delaware General Corporation Law
requires, an advancement of expenses incurred by an indemnitee in his
or her capacity as a Director or Officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including,
without limitation, services to an employee benefit plan) shall be made
only upon delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal
(hereinafter a "final adjudication") that such indemnitee is not
entitled to be indemnified for such expenses under this Section or
otherwise. The rights to indemnification and to the advancement of
expenses conferred in Sections A and B of this Article TENTH shall be
contract rights and such rights shall continue as to an indemnitee who
has ceased to be a Director, Officer, employee or agent and shall inure
to the benefit of the indemnitee's heirs, executors and administrators.
4
C. If a claim under Section A or B of this Article TENTH is
not paid in full by the Corporation within sixty days after a written
claim has been received by the Corporation, except in the case of a
claim for an advancement of expenses, in which case the applicable
period shall be twenty days, the indemnitee may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the
claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall be
entitled to be paid also the expenses of prosecuting or defending such
suit. In (i) any suit brought by the indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the indemnitee
to enforce a right to an advancement of expenses) it shall be a defense
that, and (ii) in any suit by the Corporation to recover an advancement
of expenses pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final adjudication
that, the indemnitee has not met any applicable standard for
indemnification set forth in the Delaware General Corporation Law.
Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made
a determination prior to the commencement of such suit that
indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set
forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the indemnitee has
not met such applicable standard of conduct, shall create a presumption
that the indemnitee has not met the applicable standard of conduct or,
in the case of such a suit brought by the indemnitee, be a defense to
such suit. In any suit brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder, or by the
Corporation to recover an advancement of expenses pursuant to the terms
of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under
this Article TENTH or otherwise shall be on the Corporation.
D. The rights to indemnification and to the advancement of
expenses conferred in this Article TENTH shall not be exclusive of any
other right which any person may have or hereafter acquire under any
statute, the Corporation's Certificate of Incorporation, Bylaws,
agreement, vote of stockholders or Disinterested Directors or
otherwise.
E. The Corporation may maintain insurance, at its expense, to
protect itself and any Director, Officer, employee or agent of the
Corporation or Subsidiary or Affiliate or another corporation,
partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Corporation would have
the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.
5
F. The Corporation may, to the extent authorized from time to
time by the Board of Directors, grant rights to indemnification and to
the advancement of expenses to any employee or agent of the Corporation
to the fullest extent of the provisions of this Article TENTH with
respect to the indemnification and advancement of expenses of Directors
and Officers of the Corporation.
ELEVENTH:
A. Director of this Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a Director, except for liability: (i) for any breach
of the Director's duty of loyalty to the Corporation or its
stockholders; (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (iii)
under Section 174 of the Delaware General Corporation Law; or (iv) for
any transaction from which the Director derived an improper personal
benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of Directors, then the liability of a Director of the
Corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a Director of the Corporation existing at the time of
such repeal or modification.
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
6
ITEM 8. LIST OF EXHIBITS
The following exhibits are filed with or incorporated by reference
into this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):
5 Opinion of Muldoon Murphy & Aguggia LLP, Washington, DC, as to
the legality of the Common Stock registered hereby.
10.1 New York Community Bancorp, Inc. 2006 Stock Incentive Plan.(1)
10.2 Form of Award Agreements.
23.1 Consent of Muldoon Murphy & Aguggia LLP (contained in the
opinion included as Exhibit 5).
23.2 Consent of KPMG LLP.
24 Power of Attorney is located on the signature pages.
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. 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
Securities and Exchange Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(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) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed
or furnished to the Securities and Exchange Commission by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference into this Registration Statement.
-------------------------
(1) Incorporated by reference herein to Appendix B of the New York Community
Bancorp, Inc. Definitive Proxy Statement on Schedule 14A filed with the SEC on
May 12, 2006 (SEC File No. 001-31565).
7
(2) That, for the purpose 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 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)- (g) Not applicable.
(h) 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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
(i) - (l) Not applicable.
8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, New York Community
Bancorp, Inc. hereby 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 Town of Westbury, State of New York, on June 23, 2006.
NEW YORK COMMUNITY BANCORP, INC.
By: /s/ Joseph R. Ficalora
-----------------------
Joseph R. Ficalora
Director, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Ficalora) constitutes and appoints Joseph R. Ficalora, and
Mr. Ficalora constitutes and appoints Thomas R. Cangemi, as the true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to the Form S-8 Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, respectively, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and things requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Name Title Date
---- ----- ----
/s/ Joseph R. Ficalora
------------------------------ Director, President and Chief June 23, 2006
Joseph R. Ficalora Executive Officer (Principal
Executive Officer)
/s/ Thomas R. Cangemi
------------------------------ Senior Executive Vice President June 23, 2006
Thomas R. Cangemi and Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Michael F. Manzulli
------------------------------ Chairman of the Board June 23, 2006
Michael F. Manzulli
/s/ Donald M. Blake
------------------------------ Director June 23, 2006
Donald M. Blake
9
/s/ Dominick Ciampa
------------------------------ Director June 23, 2006
Dominick Ciampa
/s/ Maureen E. Clancy
------------------------------ Director June 23, 2006
Maureen E. Clancy
/s/ James J. O'Donovan
------------------------------ Director June 23, 2006
James J. O'Donovan
/s/ Thomas A. Doherty, Jr.
------------------------------ Director June 23, 2006
Thomas A. Doherty, Jr.
/s/ Robert S. Farrell
------------------------------ Director June 23, 2006
Robert S. Farrell
/s/ William C. Frederick, M.D.
------------------------------ Director June 23, 2006
William C. Frederick, M.D.
/s/ Max L. Kupferberg
------------------------------ Director June 23, 2006
Max L. Kupferberg
/s/ Michael J. Levine
------------------------------ Director June 23, 2006
Michael J. Levine
/s/ Hon. Guy V. Molinari
------------------------------ Director June 23, 2006
Hon. Guy V. Molinari
/s/ John A. Pileski
------------------------------ Director June 23, 2006
John A. Pileski
/s/ John M. Tsimbinos
------------------------------ Director June 23, 2006
John M. Tsimbinos
/s/ Spiros J. Voutsinas
------------------------------ Director June 23, 2006
Spiros J. Voutsinas
10
EXHIBIT INDEX
-------------
SEQUENTIALLY
NUMBERED
PAGE
EXHIBIT NO. DESCRIPTION METHOD OF FILING LOCATION
------------- ---------------------------------------------- ------------------------------- -----------
5 Opinion of Muldoon Murphy & Aguggia LLP Filed herewith.
10.1 New York Community Bancorp, Inc. 2006 Stock Incorporated by Reference
Incentive Plan
10.2 Form of Award Agreements Filed herewith.
23.1 Consent of Muldoon Murphy & Aguggia LLP Contained in Exhibit 5 hereof.
23.2 Consent of KPMG LLP Filed herewith.
24 Power of Attorney Located on the signature page.