Registration
No. 333-_____________
Filed
October 2, 2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Home
Bancorp, Inc.
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(Exact
Name of Registrant as Specified in Its Charter)
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Louisiana
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71-1051785
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(State
or Other Jurisdiction of Incorporation or Organization)
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(I.R.S.
Employer Identification No.)
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503
Kaliste Saloom Road, Lafayette, Louisiana
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70508
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Home
Bank Profit Sharing 401(k) Plan
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(Full
Title of the Plans)
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John
W. Bordelon
President
and Chief Executive Officer
Home
Bancorp, Inc.
503
Kaliste Saloom Road
Lafayette,
Louisiana 70508
(337)
237-1960
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Copies
to:
Hugh
T. Wilkinson, Esq.
Elias,
Matz, Tiernan & Herrick L.L.P.
734
15th Street, N.W.
Washington,
D.C. 20005
(202)
347-0300
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(Name,
Address and Telephone Number of Agent For
Service)
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CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering Price Per
Share
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Proposed
Maximum
Aggregate Offering
Price
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Amount
of
Registration
Fee
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Common
Stock, par value $.01 per share
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200,000
shares
(1)
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$15.20
(1)
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$3,040,000
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$119.48
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_________________________
(1)
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The
200,000 shares of Common Stock represent an estimate of such presently
undeterminable number of shares as may be purchased with employee
contributions pursuant to the Home Bank Profit Sharing 401(k) Plan
(“401(k) Plan”). In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, as amended (“Securities Act”), this registration
statement also covers an indeterminable amount of interests to be offered
or sold pursuant to the 401(k) Plan. The Proposed Maximum
Offering Price Per Share for shares assumed to be issued under the 401(k)
Plan is equal to the approximate book value per share as of March 31, 2008
based upon the assumptions set forth under the heading “Pro Forma Data” in
the prospectus filed by Home Bancorp, Inc. pursuant to Rule 424(b)(3)
(File No. 333-151492), and upon an assumed 7,762,500 shares being
outstanding and is estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(h) promulgated under the
Securities Act of 1933, as amended.
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__________________________________
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This
Registration Statement shall become effective automatically upon the date
of filing in accordance with Section 8(a) of the Securities Act and 17
C.F.R. 230.462.
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PART
I
Item
1.
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Plan
Information.*
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Item
2.
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Registrant
Information and Employee Plan Annual
Information.*
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________________
*
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Information
required by Part I to be contained in the Section 10(a) prospectus is
omitted from the registration statement in accordance with Rule 428 under
the Securities Act and the “Note” to Part I on Form
S-8.
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PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3.
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Incorporation
of Documents by Reference.
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The
following documents filed or to be filed with the Securities and Exchange
Commission (the “Commission”) are incorporated by reference in this registration
statement:
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(a)
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The
Company’s prospectus, dated August 12, 2008, filed pursuant to Rule 424(b)
under the Securities Act (File No. 333-151492) with the SEC on August 22,
2008.
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(b)
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The
Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2008 as filed with the SEC on September 26,
2008;
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(c)
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The
description of the Common Stock of the Company contained in the
prospectus, dated August 12, 2008, under the heading, “Description of
Capital Stock” in the Company’s Registration Statement on Form S-1 filed
on June 6, 2008, as amended (File No. 333-151492);
and
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(d)
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All
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof and prior to the filing of
a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold.
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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 or is 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.
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Description
of Securities.
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Not
applicable since the Company’s Common Stock is registered under Section 12 of
the Exchange Act.
Item
5.
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Interests
of Named Experts and Counsel.
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Not
applicable.
Item
6.
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Indemnification
of Directors and Officers.
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In
accordance with the Louisiana Business Corporation Law, Article 8 of the
Registrant’s Articles of Incorporation provides as follows:
A.
Personal Liability
of Directors and Officers.
A director or officer of the
Corporation shall not be personally liable for monetary damages for any action
taken, or any failure to take any action, as a director or officer except to the
extent that by law a director’s or officer’s liability for monetary damages may
not be limited.
B.
Indemnification.
The
Corporation shall 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, including actions by or in the right of the Corporation, whether
civil, criminal, administrative or investigative, 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, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys’ fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding to the full extent
permissible under Louisiana law.
C.
Advancement of
Expenses.
Reasonable expenses incurred by an officer,
director, employee or agent of the Corporation in defending an action, suit or
proceeding described in Section B of this Article 8 may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding if authorized by the board of directors (without regard to whether
participating members thereof are parties to such action, suit or proceeding),
upon receipt of an undertaking by or on behalf of such person to repay such
amount if it shall ultimately be determined that the person is not entitled to
be indemnified by the Corporation.
D.
Other
Rights.
The indemnification and advancement of expenses
provided by or pursuant to this Article 8 shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, insurance or other agreement, vote of
shareholders or directors (regardless of whether directors authorizing such
indemnification are beneficiaries thereof) or otherwise, both as to actions in
their official capacity and as to actions in another capacity while holding an
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.
E.
Insurance.
The
Corporation shall have the power to purchase and maintain insurance or other
similar arrangement 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,
partnership, joint venture or other enterprise, against any liability asserted
against or incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this
Article 8.
F.
Security Fund;
Indemnity Agreements.
By action of the Board of Directors
(notwithstanding their interest in the transaction), the Corporation may create
and fund a trust fund or other fund or form of self-insurance arrangement of any
nature, and may enter into agreements with its officers, directors, employees
and agents for the purpose of securing or insuring in any manner its obligation
to indemnify or advance expenses provided for in this Article
8.
G.
Modification.
The
duties of the Corporation to indemnify and to advance expenses to any person as
provided in this Article 8 shall be in the nature of a contract between the
Corporation and each such person, and no amendment or repeal of any provision of
this Article 8, and no amendment or termination of any trust or other fund or
form of self-insurance arrangement created pursuant to Section F of this Article
8, shall alter to the detriment of such person the right of such person to the
advance of expenses or indemnification related to a claim based on an act or
failure to act which took place prior to such amendment, repeal or
termination.
H.
Proceedings
Initiated by Indemnified Persons.
Notwithstanding any other
provision of this Article 8, the Corporation shall not indemnify a director,
officer, employee or agent for any liability incurred in an action, suit or
proceeding initiated (which shall not be deemed to include counter-claims or
affirmative defenses) or participated in as an intervenor or amicus curiae by
the person seeking indemnification unless such initiation of or participation in
the action, suit or proceeding is authorized, either before or after its
commencement, by the affirmative vote of a majority of the directors in
office.
Item
7.
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Exemption
from Registration Claimed.
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Not
applicable since no restricted securities will be reoffered or resold pursuant
to this registration statement.
(a) The
following exhibits are filed with or incorporated by reference into this
registration statement on Form S-8 (numbering corresponds to Exhibit Table in
Item 601 of Regulation S-K):
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No.
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Exhibit
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4.0
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Form
of Common Stock certificate(1)
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23.1
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Consent
of Ernst & Young LLP
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24.0
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Power
of attorney for any subsequent amendments is located in the signature
pages
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_______________
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(1)
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Incorporated
by reference from the Company’s registration statement on Form S-1
(Commission File No. 333-151492) filed with the Commission on June 6,
2008, as amended.
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(b) The
401(k) Plan will be submitted to the Internal Revenue Service (“IRS”) in a
timely manner, and the Registrant undertakes to submit to the IRS in a timely
manner any amendments to the 401(k) Plan under the Internal Revenue Code and had
made or will make all changes required by the IRS in order to qualify the
plan.
The
undersigned Registrant hereby undertakes:
1. To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; 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 clauses (i)
and (ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
2. That,
for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial
bona
fide
offering thereof.
3. To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
4. That,
for the purposes of determining any liability under the Securities Act, each
filing of the Registrant’s annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act 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.
5. Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
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 questions whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 Lafayette, Louisiana, on this 1st day of October
2008.
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Home
Bancorp, Inc.
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By:
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/s/John W.
Bordelon
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John W.
Bordelon
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President and Chief
Executive Officer
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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. Each person whose signature appears below hereby makes,
constitutes and appoints John W. Bordelon his or her true and lawful attorney,
with full power to sign for such person and in such person’s name and capacity
indicated below, and with full power of substitution any and all amendments to
this registration statement, hereby ratifying and confirming such person’s
signature as it may be signed by said attorney to any and all
amendments.
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/s/John W.
Bordelon
John
W. Bordelon
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President
and Chief Executive Officer
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October
1, 2008
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/s/Michael P.
Maraist
Michael
P. Maraist
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Chairman
of
the
Board
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October
1, 2008
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/s/Paul
J. Blanchet, III
Paul J.
Blanchet, III
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Director
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October
1, 2008
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/s/Richard
J. Bourgeois
____
Richard
J. Bourgeois
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Director
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October
1, 2008
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/s/Henry
William Busch, Jr.
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Henry
William Busch, Jr.
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Director
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October
1, 2008
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Name
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Title
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Date
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Lester
James Dailey
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Director
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October
__, 2008
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/s/John
A. Hendry
John
A. Hendry
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Director
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October
1, 2008
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/s/Marc
W. Judice
Marc
W. Judice
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Director
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October
1, 2008
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/s/Joseph
B. Zanco
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Joseph
B. Zanco
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Executive
Vice President and Chief Financial Officer (principal financial officer
and principal accounting officer)
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October
1, 2008
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The 401(k) Plan.
Pursuant to the requirements of the Securities Act of 1933, the
administrator of the employee benefit plan has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Lafayette, Louisiana, on October 1, 2008.
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HOME
BANK PROFIT SHARING 401(k) PLAN
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By:
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/s/John W.
Bordelon
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John W.
Bordelon, on behalf of Home Bank as the
Plan
Administrator
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