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Moss Adams New Audit Firm for Cherokee, Inc.
Headline News | 2007/01/12 20:51

SALT LAKE CITY-ZEVEX International, Inc. (NASDAQ: ZVXI) has executed a definitive Merger Agreement with Moog Inc. (NYSE: MOG.A and MOG.B). Upon the closing of the merger, ZEVEX will become a wholly-owned subsidiary of Moog. The merger is expected to close in March, 2007.

Upon the closing of the merger, each share of ZEVEX common stock that is issued and outstanding immediately prior to the closing, and each outstanding restricted stock unit that is convertible into shares of ZEVEX common stock, will be converted into the right to receive from Moog $13.00 in cash. Each outstanding option for shares of common stock will automatically be converted into the right to receive $13.00 per share for each share of common stock that is purchasable pursuant such option, less the per share exercise price of each such share. The maximum aggregate purchase price in the merger is $83.8 million. Moog intends to pay this purchase price from an existing line of credit.

The per share price of $13.00 represents a premium of approximately 36 percent above the average trading price of ZEVEX common stock during the past 30-day period. A.G. Edwards & Sons, Inc. was engaged to act as financial advisor to ZEVEX's Board of Directors and delivered an opinion to the Board that, as of the date of the opinion, the consideration to be received by the shareholders pursuant to the terms of the merger agreement is fair, from a financial point of view, to the shareholders of ZEVEX. The law firm of Jones, Waldo, Holbrook and McDonough acted as legal advisors to ZEVEX.

The merger is subject to certain conditions, including regulatory approval and approval by ZEVEX stockholders. ZEVEX will solicit approval of the merger from its stockholders by means of a proxy statement, which will be mailed to ZEVEX stockholders upon completion of the required filing and review process by the Securities and Exchange Commission. That proxy statement and other relevant documents filed with the Securities and Exchange Commission will contain information about ZEVEX, Moog, and the proposed merger. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS CAREFULLY WHEN THEY ARE AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGER. In addition to receiving the proxy statement by mail, stockholders will also be able to obtain the proxy statement, as well as other filings (including annual, quarterly and current reports) containing information about ZEVEX, without charge, at the Securities and Exchange Commission’s website (http://www.sec.gov). Stockholders may also obtain copies of these documents without charge by requesting them from ZEVEX in writing at 4314 ZEVEX Park Lane, Salt Lake City, Utah, 84123, or by phone at (801) 264-1001, extension 203.

Following the merger, ZEVEX will become a part of Moog’s Medical Devices Segment. ZEVEX will continue normal operations through its two primary divisions, Applied Technology and Therapeutics, located in Salt Lake City. ZEVEX President and Chief Executive Officer, David J. McNally, said, “We are delighted to announce our acquisition by Moog. We are pleased that our operations will remain in Salt Lake City, where 178 employees continue to serve the customer base that we have developed over the past 20 years. For our customers, we will expand our offering of fluid delivery technologies, based upon Moog’s electronic and disposable infusion products, as well as on Moog’s proven fluid management expertise in demanding industrial, commercial aircraft, and aerospace applications.”

Martin Berardi, Vice President and head of the Medical Devices Segment of Moog, said, “This acquisition is a perfect fit, based upon the excellent product offering and quality reputation of ZEVEX. We believe that ZEVEX’s personnel, technology portfolio, and existing customer base provide a platform on which we can generate new growth in fluid delivery applications, including enteral feeding, and from which we can expand our product lines of medical sensors and surgical tools.”



First Guilty Plea In HP Boardroom Leak Case
Court Feed News | 2007/01/12 19:34

A former Hewlett-Packard Co. private investigator pleaded guilty to posing as a reporter and company directors to get telephone records for an internal probe of boardroom leaks.

Bryan Wagner, 29, of Littleton, Colorado, admitted identification theft and conspiracy today before U.S. District Judge Jeremy Fogel in San Jose, California. Wagner's lawyer said his client didn't know he was working for the company and was assured his actions were legal. Wagner agreed to assist the U.S. in its investigation of the leak probe at Hewlett-Packard, the world's largest personal-computer maker.

``Its kind of a one-way street,'' Fogel said of Wagner's cooperation agreement. ``You are making a promise to the government. The government is not promising they will make a recommendation of leniency.''

Disclosure of Palo Alto, California-based Hewlett-Packard's probe led to the resignations of former Chairman Patricia Dunn, General Counsel Ann Baskins and three other executives. Wagner's defense lawyer, Stephen Naratil, said his client has been cooperating with prosecutors. Wagner faces as much as seven years in prison at his sentencing on June 20.

Wagner and two other private detectives, Ronald DeLia and Matthew Depante, were accused of faking identifications, a technique known as pretexting, to get phone records of board members and journalists.



Law challenged by teacher accused of filming students
Court Feed News | 2007/01/12 08:01

DALLAS A Texas high school teacher is accused of videotaping a girls wrestling match for his sexual enjoyment. Attorneys for 28-year-old David Ware, a first-year speech and drama teacher in suburban Dallas, says he'll himself in to Grand Prairie police. Ware is facing charges of improper visual recording.

Police say Ware captured about two hours of video at an all-day wrestling tournament Saturday, often zooming in on the crotches of female wrestlers. Ware is also a softball coach at Garland Lakeview Centennial High School, which did not have a team competing at the tournament. He's now on paid leave. Defense attorney Scott Palmer says Ware was simply interested in wrestling. Under Texas law, videotaping a person without their consent for sexual arousal is a state jail felony. Conviction carries a penalty of up to two years in prison and a ten-thousand-dollar fine.


Bush sending more troops to Iraq
Law & Politics | 2007/01/11 16:36

President Bush laid out his "New Way Forward" in Iraq on Wednesday night, saying the United States should beef up its forces there by 21,500 troops, add $1.2 billion in reconstruction aid, and let Iraqi forces take the lead in joint combat operations.

"The changes I have outlined tonight are aimed at ensuring the survival of a young democracy that is fighting for its life in a part of the world of enormous importance to American security," Bush said in a nationally televised address. "The question is whether our new strategy will bring us closer to success. I believe that it will."

Bush's optimism was immediately challenged by Democratic leaders, who repeated their opposition to increasing troop levels. Even some Republicans criticized the plan.

The president acknowledged previous failures.

"Where mistakes have been made, the responsibility rests with me," he said. Past efforts to quell violence in Baghdad failed, he said, because "there were not enough Iraqi and American troops to secure neighborhoods" and "there were too many restrictions on the troops we did have."

He said his plan would remedy such flaws.

In earlier operations, the president said, "political and sectarian interference prevented Iraqi and American forces from going into neighborhoods that are home to those fueling the sectarian violence."

"This time, Iraqi and American forces will have a green light to enter those neighborhoods," Bush said.



First US execution of 2007 held in Oklahoma
Legal Career News | 2007/01/11 02:34

The first US execution of 2007 took place Tuesday, when the state of Oklahoma executed a man by lethal injection for the 1992 murders of four people. The US Supreme Court denied Corey Duane Hamilton's request for a stay of execution and certiorari review on Monday, with Justices Souter and Stevens voting to grant the request. The Death Penalty Information Center said Hamilton is one of thirty people in the US scheduled to be executed in 2007. Death sentencing in the US hit a 30-year low in 2006.

Earlier this month, a New Jersey State commission recommended abolishing capital punishment in that state altogether, replacing it with a life sentence without the possibility of parole. If the commission's report makes its way into law New Jersey will become the first US jurisdiction to ban capital punishment in over 35 years. In December, Florida Governor Jeb Bush suspended all executions in that state after a lethal injection execution there was botched, and a federal judge effectively suspended capital punishment in California by ruling that that state's lethal injection procedure creates "an undue and unnecessary risk" of cruel and unusual punishment in violation of the Eighth Amendment of the US Constitution.



Supreme Court rules in railroad negligence case
Court Feed News | 2007/01/11 02:33
The US Supreme Court ruled Wednesday that the causation standard for railroad negligence under the Federal Employers Liability Act is the same as that for employee contributory negligence under the Act. In Norfolk Southern v. Sorrell, an employee of the railroad sued for injuries suffered and was awarded $1.5 million in damages. The railroad disputed jury instructions used at trial, arguing that the standard used to determine the railroad's negligence was "much more exacting" than the standard used for employee contributory negligence. The Supreme Court vacated the state appeals court decision and remanded the case for further proceedings.


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