UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~The~~

The Securities Exchange Act of ~~1934~~ 1934

Date of Report (Date of earliest event reported): ~~June 29~~December 28, 2012

Private Media Group, Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-25067

87-0365673

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Calle de la Marina 16-18, Floor 18, Suite D, 08005 Barcelona, Spain

(Address of European principal executive offices)

Registrant’s telephone number, including area code: 34-93-620-8090

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

OnBackground. ~~June 29,~~In ~~2012~~2001, Private Media Group, Inc. (the “Company”) ~~entered~~or ~~into~~“Private ~~and~~Media”) ~~consummated~~borrowed a$4 ~~Settlement~~million ~~Agreement~~from ~~and Release~~Commerzbank ~~with~~AG ~~Erik Schannen~~ (the “~~Schannen~~Commerzbank Note”),. ~~Michel~~The ~~Lozier~~Company’s ~~(“Lozier”),~~obligations ~~Eric~~were ~~Johnson~~secured ~~(“Johnson,~~by a guaranty and ~~together~~by ~~with~~a ~~Schannen~~pledge ~~and~~of ~~Lozier~~5,600,000 ~~the~~shares ~~“Shareholders”)~~of Private Media’s stock held by Slingsby Enterprises Limited, ~~Entruphema~~an affiliate of Berth H. Milton, ~~Inc~~Jr., who, at the time, was the Company’s Chairman, Chief Executive Officer and principal shareholder. The Commerzbank Note was assigned to Consipio Holding BV (“~~Entruphema~~Consipio”). In 2008 Consipio declared the promissory note to be in default and demanded that it be repaid. On May 1, 2009, Consipio filed a ~~subsidiary~~lawsuit against Private Media, Slingsby, and Mr. Milton in U.S. federal court to enforce the payment of the ~~Company,~~Commerzbank Note. That lawsuit was dismissed on technical grounds and ~~Sureflix~~re-filed ~~Digital~~in ~~Distribution~~May 2010 in New York State Court (titled “Consipio Holding BV v. Private Media Group, Inc., aSlingsby ~~subsidiary~~Enterprises Limited, and Berth H. Milton, Jr.” New York State Supreme Court, County of ~~Entruphema~~New York, Case No. 650462/10) (the “~~Sureflix~~New York Action”). ~~Entruphema~~On ~~and~~August 30, ~~Sureflix~~2011 ~~were~~the ~~acquired~~New byYork ~~the~~Court ~~Company~~issued inan ~~October~~Order ~~2009.~~of ~~Canada-based Sureflix~~Attachment ~~engages~~pursuant into ~~the~~which ~~business~~New ofYork ~~digital~~city ~~distribution~~and ofstate ~~adult~~officials ~~content~~were ~~over~~ordered to attach, by levy, Private Media’s New York assets for the ~~Internet~~sum of $7.35 million.

~~The~~On ~~Settlement~~August 11, ~~Agreement~~2010, ~~was entered~~Consipio, ~~into~~a tocreditor ~~settle~~of ~~claims~~the ~~made~~Company by ~~the~~virtue ~~Shareholders~~of ~~alleging~~its ~~the~~ownership ~~Company~~of ~~made~~the ~~material~~Commerzbank Note, ~~misrepresentations~~Tisbury toServices ~~induce~~Inc., the ~~Shareholders~~holder toof ~~enter~~over ~~into~~13% ~~the~~of ~~2009~~Private ~~acquisition~~Media’s ~~agreement~~outstanding ~~and~~$.0001 ~~materially~~par ~~breached~~value common stock (the ~~acquisition~~“Common ~~agreement~~Stock”), and other ~~claims relating~~parties tojointly ~~the~~filed ~~operation~~a ~~and~~lawsuit ~~management~~against ofPrivate ~~Entruphema~~Media ~~and~~in ~~Sureflix~~Nevada ~~following~~District ~~the~~Court, ~~acquisition.~~Clark County, AsNevada, ~~previously~~alleging ~~disclosed,~~mismanagement of the ~~Company~~company’s ~~Board~~business ofby ~~Directors~~Private ~~and~~Media’s ~~new~~three ~~management~~independent ~~have~~directors ~~been~~and ~~working~~Mr. Milton to (i)Consipio ~~improve~~Holding ~~the~~BV ~~Company’s~~et. ~~overall~~al. ~~operations~~v. Private Media Group, Inc., herein referred to as the “Nevada ~~(ii~~Action”). ~~strengthen~~The ~~the~~Nevada ~~Company’s~~Action ~~financial~~also ~~condition,~~asked ~~and~~the ~~(iii)~~Nevada ~~restructure~~District ~~its~~Court ~~business,~~to ~~products,~~enforce and ~~geographic~~monitor ~~focus~~a tostockholder’s ~~conform~~election toof the Company’s ~~core business~~directors. ~~These~~An ~~efforts~~annual ~~included~~meeting ~~re-evaluating~~of ~~both~~stockholders ~~the~~was ~~Company’s~~held ~~prior~~in ~~expansion~~January 2012 at which neither Mr. Milton nor any of ~~its~~the ~~operations~~other ~~outside~~directors ofnamed ~~its~~in ~~historical~~the ~~European~~Nevada ~~sphere~~Action ofwere ~~operations~~re-elected. Accordingly, ~~and~~on May 22, 2012, the ~~expansion~~Nevada ofDistrict ~~its~~Court ~~product~~(i) dismissed ~~offerings~~the Nevada Action, and (ii) ordered Private Media to reimburse both Consipio and Tisbury Services Inc. ~~The~~(“Tisbury”) ~~Company~~for their attorneys’s ~~Board~~fees ofand ~~Directors~~costs ~~has~~incurred ~~determined~~in that lawsuit in an amount to be agreed between the ~~disposition~~plaintiffs ofand ~~Entruphema~~Private Media, and ~~Sureflix~~approved isby ~~consistent~~the ~~with~~Company’s ~~these~~Board of ~~goals~~Directors.

~~Pursuant~~Consipio Settlement. In order to (i) repay the ~~Settlement~~Commerzbank ~~Agreement~~Note, (ii) settle the ~~Company~~New ~~transferred~~York ~~back~~Action and toreimburse ~~Messrs.~~Consipio ~~Schannen,~~for ~~Lozier~~its litigation fees and ~~Johnson~~costs, ~~all~~(iii) repay ofa ~~the outstanding~~EUR ~~capital~~1,752,052 ~~stock~~obligation ofowed ~~Entruphema.~~by InFraserside ~~addition~~Holdings Limited, ~~the~~a ~~Settlement~~wholly-owned ~~Agreement~~subsidiary ~~includes~~of Private Media, to Bocca BV, a ~~mutual~~wholly-owned ~~general~~subsidiary ~~release~~of ~~between~~Consipio, and, as ordered by the ~~Company~~Nevada District Court, on(iv) reimburse ~~one~~Consipio ~~hand,~~for all of its fees and ~~Messrs.~~costs ~~Schannen~~it incurred in the Nevada Action, ~~Lozier~~on December 28, 2012 Consipio and ~~Johnson,~~Private ~~Entruphema~~Media entered into a Settlement Agreement and ~~Sureflix,~~Mutual onGeneral Release (the ~~other~~“Consipio ~~hand~~Settlement Agreement”). ~~Lastly~~Because of its financial condition, ~~all intercompany~~in ~~allocations~~lieu of cash, ~~receivables~~Private ~~and~~Media ~~payables~~offered ~~between~~to ~~Entruphema~~issue ~~and~~to ~~Sureflix,~~Consipio onshares ~~one~~of ~~hand~~a new series of preferred stock, ~~and~~designated as the ~~Company~~“6% Series B Convertible Redeemable Preferred Stock” (the “Series B Preferred Stock”), onas payment in full for the ~~other~~amounts ~~hand~~owed to Consipio. Each share of Series B Preferred Stock has a stated value of EUR 10.00 per share. Accordingly, ~~were~~on December 28, ~~netted~~2012, ~~and~~Private ~~the~~Media ~~Company~~filed isa ~~obligated~~Certificate toof ~~re-pay~~Designation ~~Entruphema/Sureflix~~for the ~~net~~Series ~~amount~~B byPreferred noStock ~~later~~with ~~than~~the office of the ~~earlier~~ Secretary of State of Nevada to ~~occur~~authorize the new series of ~~six~~preferred ~~months~~stock, ~~from~~and thereafter issued 800,000 shares of the newly ~~date~~authorized shares of Series B Preferred Stock to Consipio. Pursuant to the Consipio Settlement Agreement, or the ~~date~~parties also (i) agreed to discontinue and withdraw the ~~Company~~New ~~receives~~York ~~net~~Action ~~proceeds~~with ~~from~~prejudice, and (ii) entered into mutual general releases (the ~~sale~~Consipio ofSettlement ~~equity~~Agreement ~~securities~~did ofnot, athowever, ~~least~~release $1or discharge Berth H. Milton,~~000~~ Jr.,~~000~~ Bo Rodebrandt, Johan Gillborg, Hans Christian Anderson, Jan Jensen and Samuel Guzik).

MrTisbury Settlement. ~~Johnson~~As isstated aabove, ~~director~~in of the ~~Company~~Stipulation And Order For Dismissal, the Nevada District Court ordered Private Media to reimburse Tisbury for the attorneys’ fees and ~~will~~costs ~~continue~~it incurred in ~~that~~the ~~position.~~Nevada Action in an amount to be agreed between Tisbury and Private Media and approved by Private

~~Item~~ Media’s Board of Directors. Tisbury and Private Media thereafter agreed that the sum total of the reimbursable amount of attorneys’ fees and costs incurred by Tisbury in connection with the Nevada Action and owed by Private Media to Tisbury under the Stipulation And Order For Dismissal is approximately $450,000. In order to repay this obligation and to settle and release all other claims between them, on December 228, 2012 the parties entered into that certain Settlement Agreement and Mutual General Release (the “Tisbury Settlement Agreement”).01 Under the Tisbury Settlement Agreement, in lieu of cash, Private Media agreed to issue to Tisbury ~~Completion~~(i) 3,000,000 unregistered shares of ~~Acquisition~~Common Stock, and (ii) a five-year, contingent warrant (the “Warrant”) to purchase up to a total of up to 4,000,000 shares of Common Stock. The Warrant has an exercise price of $0.25 per share and is exercisable in four tranches of 1,000,000 shares of Common Stock each if, and only if, when, and to the extent that the number of issued and outstanding shares Common Stock exceeds (i) 45,000,000 shares, (ii) 50,000,000 shares, (iii) 60,000,000 shares, and (iv) 70,000,000 shares (as adjusted to reflect stock splits, stock combinations, stock dividends, and other similar events). In the event that the number of issued and outstanding shares during the term of the Warrant does not exceed some or ~~Disposition~~all of ~~Assets~~the foregoing limits, the Warrant shall expire with respect to the shares that did not become exercisable. The foregoing shares and the Warrant have been issued, and Tisbury has accepted the foregoing 3,000,000 shares of Common Stock and the Warrant as payment and satisfaction, in full, of all amounts owed, or that may be owed, by Private Media to Tisbury in connection with the Nevada Action and under the Stipulation And Order For Dismissal. The Tisbury Settlement Agreement also contained mutual general releases (although the Tisbury Settlement Agreement did not release or discharge Berth H. Milton, Jr., Bo Rodebrandt, Johan Gillborg, Hans Christian Anderson, Jan Jensen and Samuel Guzik).

~~Reference is made to the information contained in~~ Item 13.~~01,~~02 ~~which~~Sales ~~is incorporated~~of ~~herein~~Unregistered ~~by this reference~~Securities.

As stated in Item 51.0201 ~~Departure~~above, which information is hereby incorporated herein by this reference, pursuant to the Consipio Settlement Agreement, the Company on December 28, 2012 issued to Consipio 800,000 shares of ~~Directors~~its ornewly ~~Certain~~created ~~Officers;~~Series ~~Election~~B Preferred Stock. In addition, as stated in Item 1.01 above, pursuant to the Tisbury Settlement Agreement, the Company on December 28, 2012 issued to Tisbury 3,000,000 shares of ~~Directors;~~the Common ~~Appointment~~Stock of the Company, and the Warrant to purchase up to 4,000,000 additional shares of Common Stock. The securities issued to Consipio and Tisbury were not registered under the Securities Act of 1933 (as amended, the “Act”) ~~Certain~~and ~~Officers;~~were ~~Compensatory~~issued ~~Arrangements~~and sold in reliance upon the exemption from registration contained in Section 4(2) of ~~Certain~~the ~~Officers~~Act and Regulation D promulgated thereunder. Accordingly, these securities, and the underlying shares, may not be reoffered or sold in the United States by the holders in the absence of an effective registration statement, or valid exemption from the registration requirements, under the Act.

OnItem ~~July 1, 2012, the Company entered into an Employment Agreement with Charles Prast pursuant to which Mr~~5.01 ~~Prast~~Changes ~~will~~in ~~continue~~Control to serve on a full-time basis as the Company’s President and Chief Executive Officer. In addition, until the Company hires a full-time Chief Financial Officer, Mr. Prast has also agreed to serve as the interim Chief Financial Officer of ~~the Company~~Registrant. Charles Prast has been serving as the Company’s Chief Executive Officer and interim Chief Financial Officer since March 28, 2012. Under the Employment Agreement, the Company also agreed that it will nominate Mr. Prast to continue to serve as a director at each annual meeting of shareholders held in 2012, 2013 and 2014, or until such time as Mr. Prast shall cease to be employed by the Company.

~~Under~~As ~~the~~stated ~~Employment~~in ~~Agreement~~Item 1.01 above, ~~Mr.~~which ~~Prast~~information ~~shall~~is ~~receive~~hereby anincorporated ~~annual~~herein ~~salary~~by ofthis ~~120~~reference,~~000~~ ~~euros. The~~pursuant ~~Company~~to ~~will~~the ~~not~~Consipio ~~provide~~Settlement ~~Mr. Prast with health insurance. Instead~~Agreement, the Company ison ~~required~~December 28, to2012 ~~reimburse~~issued ~~him~~to Consipio ~~for~~800,000 ~~all~~shares of ~~his~~its ~~health~~newly ~~insurance~~created ~~payments,~~Series ~~not~~B toPreferred ~~exceed 7,200 euros per annum~~Stock. InThe ~~addition to his base salary~~800,000 ~~Mr.~~shares ~~Prast~~of ~~will~~Series beB ~~entitled to~~Preferred anStock ~~annual~~owned ~~cash~~by ~~performance~~Consipio ~~bonus~~are ~~equal~~currently toconvertible ainto ~~percentage of the Company’s annual Earnings Before Interest~~40, ~~Tax~~000,000 ~~Depreciation~~shares ~~and~~of ~~Amortization~~Private ~~(“EBITDA”).~~Media ~~The~~Common ~~bonus~~Stock ~~will~~and, beuntil ~~payable~~converted, ~~within~~can ~~six~~vote ~~months~~on all ~~after~~matters, including the ~~end~~election of ~~each~~directors, ~~calendar~~on ~~year commencing~~an ~~with~~“as ~~calendar~~converted” ~~2012~~basis. ~~EBITDA~~Taking ~~will~~into beaccount ~~calculated~~the ~~by BDO Auditores~~3, ~~S.L.~~000,000 ~~the~~shares ~~Company’s~~issued ~~independent~~to ~~registered~~Tisbury ~~public~~under ~~accountants,~~the orTisbury ~~any~~Settlement ~~other~~Agreement, ~~independent accounting firm approved by both Mr. Prast and~~ the Company, ~~based~~currently onhas ~~the~~a ~~audited financial~~total ~~statements~~ of ~~the~~27,478,700 ~~Company~~shares ~~for~~of Common ~~fiscal~~Stock ~~years~~outstanding. ~~ended December 31~~Accordingly, ~~provided~~since ~~that~~ the ~~Employment~~shares ~~Agreement~~of isSeries ~~still~~B inPreferred ~~effect~~Stock onthat ~~the~~are ~~applicable~~owned ~~fiscal~~by ~~year-end~~Consipio ~~date.~~have ~~If the Company’s annual EBITDA is below 3~~40,000,000 ~~euros~~votes, ~~Mr.~~as ~~Prast’s bonus~~of ~~will~~that bedate ~~equal~~of tothis 5%interim ofreport ~~the~~Consipio ~~EBITDA~~holds 59.3% Ifof the ~~annual~~aggregate ~~EBITDA~~voting ispower ~~equal~~of toPrivate orMedia’s capital ~~greater~~stock. ~~than~~As ~~3,000,000~~a ~~euros~~result, ~~Mr.~~Consipio ~~Prast~~has ~~will~~the ~~also~~ability ~~receive~~to ~~7.5%~~elect a majority of the ~~amount~~members ~~over~~of ~~3,000,000~~our ~~euros~~board of directors.

~~The~~As ~~term of Employment Agreement will continue until June 30, 2015, unless terminated earlier~~ stated in ~~accordance with the agreement~~Item 1.01 ~~Absent~~above, ~~a written notice from~~ the ~~Company~~consideration orpaid ~~Mr.~~by ~~Prast~~Consipio tofor the ~~contrary~~800,000 ~~and until~~shares ~~either~~of ~~party~~Series ~~elects~~B toPreferred ~~terminate~~Stock ~~the~~consisted ~~agreement,~~of ~~after~~the ~~June~~consideration ~~30,~~delivered ~~2015~~under the ~~Employment~~Consipio ~~Agreement~~Settlement ~~will automatically extend in one month increments~~Agreement.

IfItem ~~the Company terminates Mr~~5.03 ~~Prast’s~~Amendments ~~employment prior~~ to ~~June~~Articles ~~30,~~of ~~2015~~Incorporation ~~for any reason other than for “Cause” (as defined in the Employment Agreement”),~~ or ifBylaws; ~~Mr.~~Change ~~Prast terminates his employment with the Company for “Good Reason” (as defined~~ in ~~the~~Fiscal ~~Employment Agreement”), the Company will pay Mr~~Year. Prast (a) his accrued salary and reimbursable expenses, which amount will be payable on the date of his termination, and (b) his monthly base salary in accordance with the Company’s normal procedures until June 30, 2015.

On December 28, 2012, Private Media created a new series of preferred stock, designated as the “6% Series B Convertible Redeemable Preferred Stock” (the “Series B Preferred Stock”). A total of 1,300,000 shares of Series B Preferred Stock have been authorized, of which 800,000 have been issued and are currently owned by Consipio. Private Media may issue additional shares of the Series B Preferred Stock to repay other creditors and/or to raise additional capital. Each share of Series B Preferred Stock has a stated issue price of EUR 10.00 per share. The principal terms of the Series B Preferred Stock include the following:

•

Upon the liquidation, dissolution or winding up of the Company (including a Deemed Liquidation Event), the holders of the Series B Preferred Stock shall be entitled to be paid an amount per share equal to EUR 11.00 plus any accrued and unpaid dividends thereon. The liquidation payment is payable before any payment made to the holders of the Common Stock. A Deemed Liquidation Event includes the merger of this Company, the sale of its assets, an uninsured judgment rendered against this Company for EUR 1,000,000 or more, or our failure, on or after July 1, 2013, to file with the Securities and Exchange Commission (the “SEC”) any of Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K by no later than 30 calendar days after the required filing date (including the expiration of any permitted extensions).

•

Each share of Series B Preferred Stock is convertible into 50 shares of Common Stock.

•

Holders of the Series B Preferred Stock are entitled to receive dividends at an annual rate of 6% of the EUR 10.00 Series B Preferred Stock original issue price, which shall be cumulative, accrue daily and be payable quarterly, in arrears, in cash on the third business day following March 31, June 30, September 30 and December 31. However, dividends will cease accruing on the Series B Preferred Stock under certain circumstances if the trading price of the Common Stock exceeds $1.00 per share (adjusted to reflect any stock split, reverse stock split, or a stock dividend) for 20 consecutive trading days. The dividends payable with respect to the Series B Preferred Stock shall, at the option of Private Media, be paid in Euros or by means of a one-year unsecured promissory note. Any such promissory note will bear interest at a rate of 7.5% per annum and be payable in four quarterly payments commencing one year after the date of the dividend payment. The holders of the Series B Preferred Stock may, however, elect to receive shares of Common Stock in place of some or all of any quarterly dividend (the value of the shares is based on the 10-day trading price of the Common Stock).

•

Provided that Private Media has registered with the SEC the public resale of the shares of Common Stock into which the Series B Preferred Stock is convertible, at its option the Company may, at any time, redeem the shares of the Series B Preferred Stock, in whole or in part, for a cash redemption price equal to EUR 10.00 plus any accrued and unpaid dividends. The redemption price is payable in Euros.

•

At any time between December 31, 2015 and December 31, 2018, a holder of the Series B Preferred Stock may demand that the Company redeem some or all of the holder’s shares of Series B Preferred Stock, to the extent permitted under Nevada law. Each holder may demand that one third of the number of shares of Series B Preferred Stock the holder initially purchased be redeemed in each calendar year 2016, 2017, and 2018. The redemption price is equal to EUR 10.00 plus any accrued and unpaid dividends and is required to be paid in cash, provided that the Company doesn’t have to pay cash to the

extent that such payments would (i) reduce its cash balance to below EUR 1,000,000, or (ii) cause the Company’s current assets to be less than three times its current liabilities, whichever is less. If Private Media can’t pay the entire redemption price in cash, it has to pay the balance in a promissory note. The promissory note used to pay any portion of the redemption price shall: (a) bear interest at a fixed rate of prime plus 4% per annum; (b) be payable in four equal quarterly installments of principal and interest on the last day of each calendar quarter; (c) be prepayable at any time, in whole or in part, without premium or penalty; and (d) if necessary to comply with Nevada law governing distributions to shareholders, be subordinated to all of the Company’s creditors. Private Media also has the right to defer any payment under the promissory notes if such payment would violate Nevada law.

•

The holders of the Series B Preferred Stock vote together with the holders of Common Stock as a single class. Each holder of Series B Preferred Stock is entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series B Preferred Stock held by such holder would be convertible. However, Private Media may not take certain actions without the approval of a majority of the then outstanding shares of Series B Preferred Stock. These actions that require the approval of the holders of the Series B Preferred Stock include (i) changing the rights, preferences and privileges of the Series B Preferred Stock or creating a class that is senior to the Series B Preferred Stock, (ii) selling all or substantially all of the Company’s assets or merging with another entity if following the merger the Company’s shareholders own less than 50% of the voting power in the election of directors, (iii) paying dividends on, or redeeming any shares of Common Stock, (iv) borrowing more than EUR 2,000,000 in the aggregate, other than trade payables and accrued expenses incurred in the ordinary course of business, and (v) issuing more than 5,000,000 shares of Common Stock in any single transaction or related set of transactions.

•

In order to allow certain holders of our Series B Preferred Stock to maintain their percentage interest in the Company, until December 31, 2017 each holder of more than 50,000 shares of Series B Preferred Stock shall have the right to participate in Private Media’s future capital raising transactions, including the issuances of Common Stock, debt, preferred stock, options, warrants or other instrument that are convertible into or exchangeable for shares of Common Stock. The number of securities that a qualified holder of Series B Preferred Stock can purchase in our future capital raising issuances is equal to the ratio of (x) the number of shares of Common Stock beneficially owned by the qualified holder, to (y) the sum of the number of shares of Common Stock then outstanding plus the number of shares of Common Stock issuable upon the exercise or conversion of all outstanding options, warrants, and other convertible securities.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PRIVATE MEDIA GROUP, INC.
	PRIVATE MEDIA GROUP, INC. (Registrant)
	(Registrant)
Date: January 4, 2013	By:	/s/ CHARLES PRAST
Date: July 5, 2012
		Charles Prast President and Chief Executive Officer
	By:	/s/ CHARLES PRAST
		Charles Prast
		President and Chief Executive Officer

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