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Bl IOfficial form 111 / 0S United States Bankruptcy Court Voluntary Petition District of Delaware Name of debtor (if individual, enter Last, First, Middle) Name of Joint Debtor (spouse) (last, first, middle): Electroglas International, Inc.
Bl IOfficial form 111 / 0S United States Bankruptcy Court Voluntary Petition District of Delaware Name of debtor (if individual, enter Last, First, Middle) Name of Joint Debtor (spouse) (last, first, middle): Electroglas International, Inc.
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Bl IOfficial form 111 / 0S United States Bankruptcy Court Voluntary Petition District of Delaware Name of debtor (if individual, enter Last, First, Middle) Name of Joint Debtor (spouse) (last, first, middle): Electroglas International, Inc.
Авторское право:
Attribution Non-Commercial (BY-NC)
Доступные форматы
Скачайте в формате PDF, TXT или читайте онлайн в Scribd
Voluntary Petition District of Delaware Name of Debtor (if individual, enter Last, First, Middle) Name of Joint Debtor (Spouse) (Last, First, Middle): Electroglas International, Inc. All Other Names used by the Debtor in the last 8 years All Other Names used by the Joint Debtor in the last 8 years (include married, maiden, and trade names): (include married, maiden, and trade names): Last four digits of Soc. Sec. or Individual-Taxpayer !.D. (!TIN) No./Complete EIN Last four digits of Soc. Sec. or Individual-Taxpayer !.D. (!TIN) No./Complete EIN (if more than one, state all) (if more than one, state all) 77-0345011 Street Address of Debtor (No. and Street, City, and State): Street Address of Joint Debtor (No. and Street, City, and State): 5729 Fontanoso Way San Jose, CA ZIP Code ZIP Code I 95138 I County of Residence or of the Principal Place of Business: County of Residence or of the Principal Place of Business: Santa Clara Mailing Address of Debtor (if different from street address): Mailing Address of Joint Debtor (if different from street address): ZIP Code ZIP Code I I Location of Principal Assets of Business Debtor (if different from street address above): Type of Hcbtor Nature of Business Chapter of Bankruptcy Code Under Which (Form ofOrganJn:ttion) (Check one box) the Petition is Filed (Check one box) (Check one box) D 1-lealth Care Business D Chapter 7 D Individual (includes Joint Debtors) D Single Asset Real Estate as defined D Chapter 9 D Chapter 15 Petition for Recognition in II U.S.C. 101 (51B) Chapter 11 of a Foreign Main Proceeding See Exhibit D on page 2 of this form. D Railroad Corporation (includes LLC and LLP) D Stockbroker D Chapter 12 D Chapter 15 Petition for Recognition D Commodity Broker D Chapter 13 of a Foreign Nonmain Proceeding D Partnership D Clearing Bank 0 Other (lf debtor not one of the above entities, Ofher Nature of Hebts check tltis box state type of entity below.) (Check one box) Tax-Exempt Entity (Check box, if applicable) 0 Debts are primarily consumer debts, Debts are primarily D Debtor is a tax-exempt organization defined in II U.S.C. 101(8) as business debts. under Title 26 of fhe United States "incurred by an individual primarily for Code (the Internal Revenue Code). a personal, family, or household purpose." Filing Fee (Check one box) Check one box: Chapter ll Hebtors Full Filing Fee attached D Debtor is a small business debtor as defined in II U.S. C. I 01(51 D). D Filing Fee to be paid in installments (applicable to individuals only). Must Debtor is not a small business debtor as defined in II U.S. C. 10!(51D). Check if; attach signed application for the court's consideration certifying that the debtor D
>d debts (excluding debts owed
is unable to pay fee except in installments. Rule I 006(b ). See Official Form 3A. to insiders or s) are less than ,190,000. D Filing Fee waiver requested (applicable to chapter 7 individuals only). Must I Cheg all . h h .. attach signed application for the court's consideration. See Official Form 38. A IS emg I e Wit t IS petll!on. D Acceptances of the plan were solicited pre petition from one or more classes of creditors, in accordance with II U.S. C. 1126(b). StatisticaVAdministrative Information THIS SPACE IS FOR COURT USE ONLY D Debtor estimates that funds will be available for distribution to unsecured creditors . Debtor estimates that, after any exempt property is excluded and administrative expenses paid. there will be no funds available for distribution to unsecured creditors. Estimated Number of Creditors
D D D D D D D D D 1- 50- 100- 200- 1,000- 5,001- 10,001- 25,001- 50.001- OVER 49 99 199 999 5,000 10,000 25,000 50,000 100,000 100,000 Esttmated Assets D D D
D D D D D lo to $500,001 $1,1XXt,OOI $50,000.1XJt $IOO,OIKJ,IXJI $500,000.001 More than IO $1 to $10 mtltiOn to $100 to $500 to $1 bllhon $1 b1lhon null ion million million million Estimated Liabilities D D D D D
D D D D $tlto $t1Xt,001 to $5txl,001 $LOOIJ,Oill $10,000,1KJI $50,000,1Klt $11Kl,OOIJ,IXJ1 $5tKJ,OIKJ,IKJ1 More than Arull.Jf\t:: 1 $50,1XXJ $5tKJ,OIKJ (O $1 to $10 to $50 to $11Kl to $500 to $1 billion $1 billion million million million million million ' Ot!\TE .. ,!'flo"\ Bl (Official Form 1)(1/08) Page2 Voluntary Petition Name ofDebtor(s): Electroglas International, Inc. (This page must be completed and filed in every case) All Prior Bankruptcy Cases Filed Within Last 8 Years (If more than two, attach additional sheet) Location Case Number: Date Filed: Where Filed: -None- Location Case Number: Date Filed Where Filed Pending Bankruptcy Case Filed by any Spouse, Partner, or Affiliate of this Debtor (If more than one, attach additional sheet) Name of Debtor: Case Number: Date Filed: Electroglas, Inc. 7/09/09 District: Relationship: Judge: Delaware Parent Exhibit A Exhibit B (To be completed if debtor is an individual whose debts are primarily consumer debts.) (To be completed if debtor is required to file periodic reports (e.g., I, the attorney for the petitioner named in the foregoing petition, declare that I forms I OK and I OQ) with the Securities and Exchange Commission have informed the petitioner that [he or she] may proceed under chapter 7, I I, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 I 2, or 13 of title II, United States Code, and have explained the relief available and is requesting relief under chapter II.) under each such chapter. I further certify that I delivered to the debtor the notice required by I I U.S.C. 342(b). 0 Exhibit A is attached and made a part of this petition. Signature of AI for Debtor(s) (Date) Exhibit C Does the debtor own or have possession of any property that poses or is alleged to pose a threat of imminent and identifiable harm to public health or safety? D Yes, and Exhibit C is attached and made a part of this petition. No. Exhibit D (To be completed by every individual debtor. !fa joint petition is filed, each spouse must complete and attach a separate Exhibit D.) 0 Exhibit D completed and signed by the debtor is attached and made a part of this petition. Ifthis is a joint petition D Exhibit D also completed and signed by the joint debtor is attached and made a part of this petition. Information Regarding the Debtor- Venue (Check any applicable box)
Debtor bas been domiciled or has had a residence, principal place of business, or principal assets in this District for 180 days immediately preceding the date of this petition or for a longer part of such 180 days than in any other District.
There is a bankruptcy case concerning debtor's affiliate, general partner, or partnership pending in this District. D Debtor is a debtor in a foreign proceeding and has its principal place of business or principal assets in the United States in this District, or has no principal place of business or assets in the United States but is a defendant in an action or proceeding [in a federal or state court] in this District, or the interests of the parties will be served in regard to the relief sought in this District. Certification by a Debtor Who Resides as a Tenant of Residential Property (Check all applicable boxes) 0 Landlord has a judgment against the debtor for possession of debtor's residence. (If box checked, complete the following.) (Name of landlord that obtained judgment) (Address of landlord) D Debtor claims that under applicable non bankruptcy law, there are circumstances under which the debtor would be permitted to cure the entire monetary default that gave rise to the judgment for possession, after the judgment for possession was entered, and D Debtor has included in this petition the deposit with the court of any rent that would become due during the 30-day period after the filing of the petition. 0 Debtor certifies that he/she has served the Landlord with this certification. (II U S.C. 362(1)). B1 (Official Form 1)(1108) Pa e3 Voluntary Petition Name ofDebtor(s): Electroglas International, Inc. (Fhis page mus1 be completed ami filed in every case) Signatures X Signature(s) ofDebtor(s) (Individual/Joint) I penalty of perjury that the information provrded rn thrs perit1on I:S true and corrc<:t [Tf pe1ltwner is an individual whose debts are rrlmanly and has chosen to tile undt'r chapter 7] I am aware that I may proceed under chapter 7, I I, 12, or I 3 of trtle I I, Umted States Code, understand the relief available under each such chapter, and choose to proceed under chapter 7 [If no attorney represents me and no bankruptcy petition preparcr srgns lhc petition II have obtained and read the notice required by II U S.C 342(b) I request re!Jef in accordance with the chapter of title ll, Unrted Srates Code, specified in lhis petition. Signature of Debtor Signature Telephone Number Date Attorney for Debtor(s) David B. Stratton IDtlaware Bar No. 960) Printed Name of Attorney for Debtor(s) Fim1 Name 1313 Market Street, Suite 5100 Wilmington, DE 19899-1709 Addres:; Email: strattond@pepperlaw.com 302-707-6500 Fax: 302421-8390 Telephone Number 'In a case in which certification that the mformation in the is incorrect constitutes a that the Signature of Debtor (CorporationiPl!rtucrship) I declare under of perjury that the infonnation provided in lhis petition ts true correct, and that I have been authorized to file this petition on behnlf of the debtor Signnture of a Foreign Representative I penalty of perjury that the rnfPrmation provided 10 this petition is tn"' anu that I am the foreign representative of a debtor in a foreign and that I am authonzed to f1le this petition (Check only one box) 0 I request relief in accordance with chapter J 5 of title 11 United States Code. Certified copies oflhe documents required by I I U.S.C. 1515 are attached. 0 Pursuant to 11 U S .C *!51 I, I request relief in accordance wlth the chapter of title II spcclfJIUim thiS petition. A certitied copy of the order granting recognitiOn of the fore:gn main proceedmg is attached. Signature of Non-Attorney Bankruptcy Petition Preparer l declare. underpeoolty of perjury that (l)lam a llankruptcy petition preparer as defmed in 11 US C. 1 1 0; (2} 1 prepared \llis document for compensation and have provided the dcb).()r with a copy of this dooomenf and lhe notices and information requ!ri!d under II U.S, C. 110(b), llO(h), anil 342(tr}; and, (3) if rules or guldeli11es have been promulgated pursuant to 11 U.S,C lJ O(h) setting <rmaxinmm for services chargeable by bankruptcy petition preparers, I have given the debtor notice of the maximum amount preparing any dooument for filing for a debtor or any fee trom the debtor, as required in that section. Offk-ial Fom1 1$ attached Preparer the not an individuaL state the Social Sccwity of the officer, principaL responsible person or partner of the bankruptcy petition prcparer)(Required by II lJ.S.C. I 10.) Signature of Bankruptcy Petition Pre parer or person,or parorer whose Social Security number principal, responsible provided above. Names and Social-Security numbers of all o:her individuals who prepared or assisted inpreparmg chis document unless d1e bankruptcy petition prepareris not an mdlviduaL lf more rhan one perSPn prepared thts docttment attach additional sheets conforming to the appropriate official form for each person. A bankrupu::y petition pre parer's failure to wmp(v wilh the provisions of rrtle I I and the lederal Rules of Bankruplcy f 1 rocedure may result in Jines or Imprisonment or both I 1 / i,SC 110: /8 USC 156. In re UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter II ELECTROGLAS INTERNATIONAL, INC. ) ) ) ) ) ) ) Case No. 09- Debtor. L_) LIST OF CREDITORS HOLDING THE TWENTY (20) LARGEST UNSECURED CLAIMS AGAINST ELECTROGLAS INTERNATIONAL, INC. The following list (the "List of Creditors") is the list of creditors holding the twenty (20) largest unsecured claims against Electroglas International, Inc. ("Electroglas International"). The List of Creditors reflects estimated amounts owed by Electroglas International as of the Petition Date. The List of Creditors has been prepared from the books and records of Electroglas International as of July 7, 2009. Electroglas International takes no position at this time regarding whether any of the parties included in the List of Creditors are "insiders" of Electroglas International, as that term is defined in section 101 (31) of the Bankruptcy Code, and the inclusion or exclusion of any party to this List of Creditors shall not constitute an admission by, nor shall it be binding on, Electroglas International in any respect. Electroglas International expressly reserves the right, in its sole discretion, to challenge the validity, priority or amount of any obligation reflected in the List of Creditors. ny-873364 B4 (Official Form 4) (12/07) In re Electroglas International, Inc. United States Bankruptcy Court District of Delaware Debtor(s) Case No. Chapter LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS Following is the list of the debtor's creditors holding the 20 largest unsecured claims. The list is prepared in accordance with Fed. R. Bankr. P. 1007(d) for filing in this chapter 11 [or chapter 9] case. The list does not include (1) persons who come within the definition of "insider" set forth in 11 U.S.C. 101, or (2) secured creditors unless the value of the collateral is such that the unsecured deficiency places the creditor among the holders of the 20 largest unsecured claims. If a minor child is one of the creditors holding the 20 largest unsecured claims, state the child's initials and the name and address of the child's parent or guardian, such as "A.B., a minor child, by John Doe, guardian." Do not disclose the child's name. See 11 U .S.C. 112; Fed. R. Bankr. P. 1007{m). (1) (2) (3) (4) (5) Name of creditor and complete Name, telephone number and complete Nature of claim (trade Indicate ifclaim is Amount of claim [if mailing address including zip mailing address. including zip code. of debt, bank loan, contingent. secured, also state code employee, agent, or department of creditor government contract, unliquidated, value of security] familiar with claim who may be contacted etc) disputed, or subject to setoff Chunghwa Telecom Co., Ltd Attn: President, Secretary, Manager Trade debt 2,108.03 No. 136, Sianjheng 9th Road or Counsel Jhubei City Chunghwa Telecom Co., Ltd Hsinchu County 30295 No. 136, Sianjheng 9th Road Taiwan, ROC Jhubei City Hsinchu County 30295 Taiwan R.O.C. 886-0800080123 CPRO Attn: President, Secretary, Manager Trade debt 1,033.93 10 Rue F. Pelloutier BP244 or Counsel 38433 Echirolles Cedex CPRO France 10 Rue F. Pelloutier. BP244 38433 Echirolles Cedex France 04 76 40 07 58 Department of Labor Attn: Legal Department Payroll 1,251.03 No.4, Sec.1, Roosevelt Road Department of Labor Jhongjheng Dist. No. 4, Sec. 1, Roosevelt Road Taipei City, 10013 Taiwan Jhongjheng Dist. (R.O.C.) Taipei City, 10013 Taiwan (R.O.C.) 886-2-2720-8889 Global Technologie Attn: Pierre Carries Trade debt 3,736.30 Zi du Peynier Avenue George Global Technologie Vacher Zi du Peynier Avenue George Vacher 13790 Peynier, France 13790 Peynier, France 0033 {0) 4 18 860 4562 Hertz Attn: President, Secretary, Manager Trade debt 1,323.24 Belfast lnt'l Airport Nl BT29 or Counsel 4AA Hertz Belfast, Northern Ireland UK Belfast lnt'l Airport Nl BT29 4AA Belfast, Northern Ireland UK 028 71811994 Software Copyright (c) 1996-2009 Best Case Solutions- Evanston. IL (800) 492-8037 Best Case Bankruptcy 84 (Official Form 4) (12/07)- Cont. In re Electroglas International, Inc. Case No. Debtor(s) LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS (Continuation Sheet) (I) (2) (3) (4) Name of creditor and complete Name, telephone number and complete Nature of claim (trade Indicate if claim is mailing address including zip mailing address, including zip code, of debt, bank loan, contingent, code employee, agent, or department of creditor government contract, unliquidated, familiar with claim who may be contacted etc.) disputed, or subject to setoff HM Revenue Attn: VAT Legal Department Taxes HRRC Center HM Revenue Stewartfield Way, East HRRC Center Kilbride Stewartfield Way, East Kilbride UK G791AA UK G791AA 0131 317 7377 Horwath & Company, CPA's Attn: Sharon Lin Trade debt 12F, No. 369, FuHsing N. Rd. Horwath & Company, CPA's Taipei City, Taiwan (R.O.C.) 12F, No. 369, FuHsing N. Rd. 10541 Taipei City, Taiwan (R.O.C.) 10541 886-2-27188686 Joe Tsai Joe Tsai Wages No. 39, Alley 1, Lane 30, No. 39, Alley 1, Lane 30, Fucyun St. Fucyun St. Hsinchu City Hsinchu City Taiwan 300 Taiwan 300 886-3-5525168 Novalis Preyoyance Attn: Legal Department Taxes 6 Rue Bouchardon Novalis Preyoyance Paris Cedex 10 6 Rue Bouchardon France 75495 Paris Cedex 10 France 75495 096 939 71 71 Novalis Retraite Attn: Legal Department Taxes Service Retraite Novalis Retraite Orleans Cedex 9 Service Retraite France 45954 Orleans Cedex 9 France 45954 096 939 71 71 Phoenix Travel Northwest Attn: Elvor Howarth Trade debt Salford Quays Phoenix Travel Northwest Manchester, UK M50 3XZ Salford Quays Manchester, UK M50 3XZ 0044 (0) 161 877 5707 Pole Emploi Attn: Legal Department Taxes TSA 30276 Pole Emploi Lyon Cedex 20 TSA30276 France 69945 Lyon Cedex 20 France 69945 04 2610 07 06 PuChen Co. Attn: President, Secretary, Manager Trade debt No. 83-13, Shueili Rd. or Counsel East Dist. PuChen Co. Hsinchu City, 30059 Taiwan No. 83-13, Shueili Rd. (R.O.C.) East Dist. Hsinchu City, 30059 Taiwan (R.O.C.) 886-3-5733039 Software Copyright (c) 19962009 Best Case Solutions Evanston, IL (800) 4928037 (5) Amount of claim [if secured, also state value of security] 1,213.25 11,643.19 30,423.29 6,597.32 17,789.76 3,859.30 2,560.26 1,917.45 Best Case Bankruptcy 84 (Official Form 4) (12107)- Cont. In re Electroglas International, Inc. Case No. Debtor(s) LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS (Continuation Sheet) (1) (2) (3) (4) Name of creditor and complete Name, telephone number and complete Nature of claim (trade Indicate if claim is mailing address including zip mailing address, including zip code, of debt, bank loan, contingent, code employee, agent, or department of creditor government contract, unliquidated, familiar with claim who may be contacted etc.) disputed, or subject to setofj Science Park Logistic Attn: Janet Sun Trade debt No. 6, Gongye E. 6th Road Science Park Logistic East Dist. No. 6, Gongye E. 6th Road 30077 Hsinchu City, Taiwan East Dist. (R.O.C.) 30077 Hsinchu City Taiwan (R.O.C.) 886-3-5783200 x-238 Sie Grenoble Vercors Attn: Registere d'Active Taxes 24 Avenue Doyen Louis Weil Sie Grenoble Vercors BP 225 24 Avenue Doyen Louis Weil BP 225 Grenoble Cedex 1, 38000 Grenoble Cedex 1, 38000 France France 33 04 76 54 57 45 Taipei National Tax Admin. Attn: Legal Department Taxes Ministry Taipei National Tax Admin. Ministry 3F, No. 131, Sec. 3 3F, No.131, Sec. 3 10410 Taipei, Taiwan 10410 Taipei, Taiwan 886-2-27-183605 The Bank of New York Trust Attn; Raymond Torres, Assistant VP Notes Contingent Co.,N.A., The Bank of New York Trust Co., N.A., Unliquidated as Trustee for the as Trustee for the Bondholders Bondholders 700 S. Flower Street 700 S. Flower Street Los Angeles, CA 90017 Los Angeles CA 90017 213-630-6400 UPS Attn: President, Secretary, Manager Trade debt No. 112-626, Postal Box or Counsel Jhongshan Dist. UPS Taipei City, Taiwan (R.O.C.) No. 112-626, Postal Box 10499 Jhongshan Dist. Taipei City, Taiwan (R.O.C.) 10499 886-2-28809373 UPS Supply Chain Attn: Cecile Vandekerckhove Trade debt 26 Boulevard Louise Michel UPS Supply Chain 92232 Gennevilliers Cedex 26 Boulevard Louise Michel France 92232 Gennevilliers Cedex France 0033 {0) 1 58 81 07 13 URSSAF Attn: Legal Department Taxes 38046 Grenoble Cedex 9 URSSAF France 69945 38046 Grenoble Cedex 9 France 69945 00 33 388 18 52 44 Software Copyrtght (c) 1996-2009 Best Case Solutions- Evanston, IL (800) 492-8037 (5) Amount of claim [if secured, also state value of security] 1,589.30 1,560.58 1,470.61 1,354.26 6,068.55 15,360.14 Best Case Bankruptcy 84 (Official Form 4) (12/07) Cont. In re Electroglas lntemational, Inc. Case No. Debtor(s) LIST OF CREDITORS HOLDING 20 LARGEST UNSECUR.ED CLAIMS (Continuation Sheet) DECLARATION UNDER PENALTY OF PERJURY ON BEHALF OF A CORPORATION OR PARTNERSIDP I, the Director of the corporation named as the debtor in this case, declare under penalty of perjury that I have read the foregoing list and that it is true and c o m ~ c t to the best of my infonnation and belief. Signature Director Penalty for making a false statement or concealing property; Fine of up to $500,000 or imprisonment for up to 5 years or both. 18 U.S.C. 152 and 3571. SoftWare Copynght !C) 19962009 Best Case Solutions Evanston, ll !800) 492-8037 In re Electroglas International, Inc. United States Bankruptcy Court District of Delaware
Case No. Chapter CORPORATE OWNERSHIP STATEMENT (RULE 7007.1) Pursuant to Federal Rule of Bankruptcy Procedure 7007.1 and to enable the Judges to evaluate possible disqualification or recusal, the undersigned Director for Electroglas International. Inc. in the above captioned action, certifies that the following is a (are) co.rporation(s), other than the debtor or a governmentaltmit, that directly or indirectly own(s) 10% or more of any class ofthe corporation's(s') equity interests, or states that there are no entities to report under FRBP 7007 .I: 0None [Check if applicable] Director for Electroglas InternationaL Inc. SoftWare Copyrlgh\ (c) 1900.2009 BaS! case SoiU!Ioos. Inc.- Evanston. IL. (800) 492-8037 Best Case Bankruptcy MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF ELECTROGLAS INTERNATIONAL, INC. June 19, 2009 A meeting of the Board of Directors (the ''Board'') of Electroglas Intemational, Inc., a Delaware corporation (the "Corporation''). was held on Friday, Jw1e 19, 2009, at 10:00 a.m. Pacific Time. Present were Warren Kocmond and Torn Brunton. As the first order ofbusiness, the Board discussed the current status of the Corporation's liabilities and liquidity situation and the continuing efforts to seek strategic alternatives including the voluntary filing of a petition for relieflmder the provisions of Chapter 11 of title 11 of the United States Code (the "Bo;ltkruptcy Code"). Questions were asked and answered and a general discussion ensued. Upon motion dulymade, seconded and approved, the following recitals and resolutions were adopted: WHEREAS, the Board of Directors reviewed the materials presented by the management and the advisors of the Corporation regarding the liabilities and liquidity situation ofthe Corporation, the strategic alternatives available to it and the impact of the foregoing on the Corporation's business and shareholders; WHEREAS. the Board ofDirectors has reviewed, considered, and received the recommendations of the senior management ofthe Corporation and the Corporation's legal, financial and other advisors as to the relative risks and benefits of pursuing a bankruptcy proceeding under Chapter 11 of the Bankruptcy Code; and WHEREAS. the Board of Directors has had the opportunity to consul1 with the management and the advisors of Corporation and fully consider each of the strategic altematives available to the Corporation. NOW THEREFORE, IT IS HEREBY: RESOLVED, that in the judgment ofthe Board of Directors, it is desirable and in the best inlerests of the Corporation, its creditors and other parties in interest, that the Corporation file or cause to be filed a voluntary petition for relief under the provisions of chapter 11 of the Bankmptcy Code; and be it further RESOLVED, that the officers of the Corporation (collectively, the "Authorized Officers''), each acting alone or with one or more other Authorized Officers be, and they hereby are, authorized and empowered to execute and file on behalf of the Corporation all petitions, schedules, lists and other motions, papers or docwnents, and to take any and all action that they deem necessary or proper to obtain such relief, including, without limitation, any action necessary to maintain the ordinary course operation of the Corporation's business or to otherwise sell any or all of the Corporation's assets pmsuant to section 363 of the Bankruptcy Code; and be it further RESOLVED, that the Authorized Officers be, and they hereby are, authorized and directed to employ the law finn of Morrison & Foerster LLP as special counsel to represent and assist the pa-1346613 Corporation in negotiating and con.'lummating the sale of ils assets, obtaining any postpetition financing or use of cash collateral, advising the Corporation with respect to key customer disputes, employment and labor issues, intellectual property matters, and any other matters on which Morrison & Foerster LLP has previously provided services, and in carrying out the Corporation's duties under the Bankruptcy Code; and in connection therewith, the Authorized Officers are hereby authorized and directed to execute appropriate retention agreements, pay appropriate retainers prior to and immediately upon filing ofthe chapter 11 case and cause to be filed an appropriate application for authority to retain the services of Morrison & Foerster LLP; and be it further RESOLVED, that the Authorized Officers be, and they hereby are, authorized and directed to employ the law firm of Pepper Hamilton LLP as Delaware bankruptcy counsel to represent and assist the Corporation in carrying out its duties under the Bankruptcy Code, and to take any and all actions to advance the Corporation's rights and obligations, including filing any pleadings; and in connection therewith, the Authorized Officers are hereby authorized and directed to execute appropriate retention agreements, pay appropriate retainers prior to and immediately upon filing of the chapter 11 case and cause to be filed an appropriate application for authority to retain the services of Pepper Hamilton LLP; and be it further RESOLVED. that the Authorized Officers be. and they hereby are, authorized and directed to employ the law firm of Gide Loyrette Nouel A.A.R.P.I. as foreign counsel to represent and assist the Corporation in carrying out its duties under the laws of France, and to take any and all actions to advance the Corporation's rights and obligations, including filing any pleadings; and in connection therewith, the Authorized Officers are hereby authorized and directed to execute appropriate retention agreements. pay appropriate retainers prior to and immediately upon tiling of the chapter 11 case and cause to be filed an appropriate application for authority to retain the services of Gide Loyrette Nouel A.A.R.P .L; and be it further RESOLVED, that the Authorized Officers be, and they hereby are, authorized and directed to employ the law firm of Tsar & Tsai as foreign counsel to represent and assist the Corporation in out its duties under the laws of Taiwan, and to take any and all actions to advance the Corporation's rights and obligations, including filing any pleadings; and in connection therewith, the Authorized Officers are hereby authorized and directed to execute appropriate retention agreements, pay appropriate retainers prior to and immediately upon filing of the chapter 11 case and cause to be filed an appropriate application for authority to retain the services of Tsar & and be it further RESOLVED, that the Authorized Officers be, and they hereby are, authorized and directed to employ the firm of Omni Management Group, LLC as notice, claims and balloting agent to represent and assist the Corporation in carrying out its duties under the Bankruptcy Code, and to take any and all actions to advance the Corporation's rights and obligations; and in cmmection therewith, the Authorized Officers are hereby authorized and directed to execute appropriate retention agreements, pay appropriate retainers prior to and immediately upon filing of the chapter ll case and cause to be filed an appropriate application for authority to retain the services of Omni Management Group, LLC; and be it further RESOLVED, that the Authorized Officers be, and they hereby are, authorized and directed to employ additional professionals, including any attorneys, financial advisors or consultants to the Corporation as any Authorized Officer may deem necessary to advise, represent and assist the Corporation in carrying out its duties under chapter 11 and other applicable law, and to provide investigative, consulting, professional and other assistance in connection with the acts and pa-1346613 transactions contemplated by these resolutions, and each Authorized Officer is authorized and directed to cause the Corporation to pay the fees and expenses of those so engaged (including appropriate retainers prior to and immediately upon the filing of the chapter 11 case), to the extent any such Authorized Officer deems appropriate, to enter into agreements (including, without limitation, indemnity agreements) with such entities, and to cause to be filed one or more appropriate applications for authority to retain the services of such additional professionals and any such actions previously performed by any Authorized Officer of the Corporation are hereby approved and ratified; and be it further RESOLVED, that each ofthe Authorized Officers is authorized to cause the Corporation to pay any and all expenses and fees, including, without limitation, professional advisor fees and expenses, incurred by or on behalf of the Corporation arising in connection with the acts and transactions contemplated, including, without limitation, the review and preparation of the petitions ~ m d other documents necessary or advisable in connection with the filings under chapter 11, and any and all schedules, statements of affairs. lists and other papers, together with any amendments or supplements thereto, the preparation and filing of any and all regulatory, administrative or legal reports, forms or other documents that any Authorized Officer may deem necessary or desirable in order to facilitate or permit consummation of the acts and transactions contemplated hereby and related or incidental transactions and any obligations ofthe Corporation in connection with the acts and transactions contemplated hereby; and be it further RESOLVED, that any Authorized Officer be, and hereby is, authorized, on behalf of the Corporation, to execute and verify voluntary petitions pursuant to chapter 11 on behalf of the Corporation and to cause the same to be filed with the United States Bankruptcy Court for the District of Delaware, or in such other jurisdiction or court as said Authorized Ofticer may deem necessary or appropriate; and be it further RESOLVED, that the Authorized Officers and the other persons appointed to act on the Corporation's behalf in or pursuant to the foregoing resolutions are, and each of them hereby is, authorized, directed and empowered, in the name and on behalf of the Corporation, to execute any resolutions of any affiliates of the Corporation on behalf of the Corporation for the purposes of the authorization for filing a petition under chapter I 1 for such affiliate and any other related actions, to execute and deliver any other additional applications, certificates, agreements or any other instruments or documents or any amendments or supplements thereto, or to do or cause to be done any and all other acts and things, as they may in their discretion deem necessary or appropriate to carry out the intent and purposes of the foregoing resolutions, the taking of such actions and the execution, delivery and filing of such instruments or documents to be conclusive evidence of the necessity and appropriateness thereof; and be it further RESOLVED, that all actions taken by the Board of Directors and authorized officers of the Corporation before the date of this meeting which are within the authority conferred hereby are ratified and approved. pa-!3466!3 ADJOURNMENT There being no further business to come before the Committee, the meeting was adjourned at 11:30 a.m. Pacific Time. APPROVED: Warren r;.o,cmJna Chairperson of the Meeting pa-1346613