UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
INTERNATIONAL ABSORBENTS
INC.
(Name of Issuer)
Common Shares, no par value
(Title of Class of
Securities)
45885E203
(CUSIP Number)
Mr. Gordon L. Ellis
c/o 1569 Dempsey
Road
North Vancouver, British Columbia
Canada V7K 1S8
604-681-6181
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
July 3, 2009
(Date of Event Which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box [ ].
The information required in the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of the
Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act.
CUSIP No. 45885E203
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Page 2 of 16
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NAMES OF REPORTING PERSON:
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1.
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Gordon L. Ellis
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
|
|
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
|
|
|
2.
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(a)
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[ ]
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(b)
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[
X ]
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SEC USE ONLY:
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3.
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SOURCE OF FUNDS (SEE INSTRUCTION):
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4.
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PF, BK
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E):
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5.
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[ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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6.
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Canada
|
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SOLE VOTING POWER:
|
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7.
|
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NUMBER OF
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186,475 Shares
|
SHARES
|
|
SHARED VOTING POWER:
|
BENEFICIALLY
|
8.
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|
OWNED BY EACH
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247,876 Shares
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REPORTING
|
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SOLE DISPOSITIVE POWER:
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PERSON WITH
|
9.
|
|
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186,475 Shares
|
|
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SHARED DISPOSITIVE POWER:
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10.
|
|
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247,876
Shares
|
|
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|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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11.
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434,351 Shares
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|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS):
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12.
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[ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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13.
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6.7%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
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14.
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IN
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CUSIP No. 45885E203
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Page 3 of 16
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NAMES OF REPORTING PERSON:
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1.
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Gordon E. Ellis
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
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|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
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|
2.
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(a)
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[ ]
|
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(b)
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[
X ]
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SEC USE ONLY:
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3.
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|
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SOURCE OF FUNDS (SEE INSTRUCTION):
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4.
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PF, BK
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E):
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5.
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[ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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6.
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Canada
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SOLE VOTING POWER:
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7.
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NUMBER OF
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205,889
Shares
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SHARES
|
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SHARED VOTING POWER:
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BENEFICIALLY
|
8.
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OWNED BY EACH
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Nil
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REPORTING
|
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SOLE DISPOSITIVE POWER:
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PERSON WITH
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9.
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|
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205,889
Shares
|
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SHARED DISPOSITIVE POWER:
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|
10.
|
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Nil
|
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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11.
|
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205,889
Shares
|
|
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS):
|
12.
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|
|
[ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
13.
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3.2%
|
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
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14.
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IN
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CUSIP No. 45885E203
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Page 4 of 16
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NAMES OF REPORTING PERSON:
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1.
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David H. Thompson
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
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2.
|
(a)
|
[ ]
|
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(b)
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[
X ]
|
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SEC USE ONLY:
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3.
|
|
|
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SOURCE OF FUNDS (SEE INSTRUCTION):
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4.
|
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PF, BK
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E):
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5.
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[ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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6.
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United States
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SOLE VOTING POWER:
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7.
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NUMBER OF
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75,585
Shares
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SHARES
|
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SHARED VOTING POWER:
|
BENEFICIALLY
|
8.
|
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OWNED BY EACH
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666 Shares
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REPORTING
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SOLE DISPOSITIVE POWER:
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PERSON WITH
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9.
|
|
|
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75,585 Shares
|
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SHARED DISPOSITIVE POWER:
|
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10.
|
|
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666 Shares
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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11.
|
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76,251 Shares
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS):
|
12.
|
|
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[ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
13.
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1.1%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
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14.
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IN
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CUSIP No. 45885E203
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Page 5 of 16
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NAMES OF REPORTING PERSON:
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1.
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Wayne Henderson
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
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2.
|
(a)
|
[ ]
|
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(b)
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[
X ]
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SEC USE ONLY:
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3.
|
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SOURCE OF FUNDS (SEE INSTRUCTION):
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4.
|
|
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PF, BK
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E):
|
5.
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[ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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6.
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Canada
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SOLE VOTING POWER:
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7.
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NUMBER OF
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Nil
|
SHARES
|
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SHARED VOTING POWER:
|
BENEFICIALLY
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8.
|
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OWNED BY EACH
|
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Nil
|
REPORTING
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SOLE DISPOSITIVE POWER:
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PERSON WITH
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9.
|
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Nil
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SHARED DISPOSITIVE POWER:
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10.
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Nil
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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11.
|
|
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Nil Shares
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS):
|
12.
|
|
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[ ]
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
13.
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Nil %
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
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14.
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IN
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CUSIP No. 45885E203
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Page 6 of 16
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NAMES OF REPORTING PERSON:
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1.
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Terry Holland
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
|
|
|
2.
|
(a)
|
[ ]
|
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(b)
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[
X ]
|
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SEC USE ONLY:
|
3.
|
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SOURCE OF FUNDS (SEE INSTRUCTION):
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4.
|
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PF, BK
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E):
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5.
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[ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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6.
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Canada
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SOLE VOTING POWER:
|
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7.
|
|
NUMBER OF
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Nil
|
SHARES
|
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SHARED VOTING POWER:
|
BENEFICIALLY
|
8.
|
|
OWNED BY EACH
|
|
Nil
|
REPORTING
|
|
SOLE DISPOSITIVE POWER:
|
PERSON WITH
|
9.
|
|
|
|
Nil
|
|
|
SHARED DISPOSITIVE POWER:
|
|
10.
|
|
|
|
Nil
|
|
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
11.
|
|
|
Nil
|
|
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS):
|
12.
|
|
|
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
13.
|
|
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Nil
|
|
|
|
|
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
|
14.
|
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IN
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CUSIP No. 45885E203
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Page 7 of 16
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NAMES OF REPORTING PERSON:
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1.
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Paul Clinton
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
|
|
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
|
|
|
2.
|
(a)
|
[ ]
|
|
(b)
|
[
X ]
|
|
|
|
SEC USE ONLY:
|
3.
|
|
|
|
|
SOURCE OF FUNDS (SEE INSTRUCTION):
|
4.
|
|
|
PF, BK
|
|
|
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E):
|
5.
|
|
|
[ ]
|
|
|
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CITIZENSHIP OR PLACE OF ORGANIZATION:
|
6.
|
|
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Canada
|
|
|
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SOLE VOTING POWER:
|
|
7.
|
|
NUMBER OF
|
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Nil
|
SHARES
|
|
SHARED VOTING POWER:
|
BENEFICIALLY
|
8.
|
|
OWNED BY EACH
|
|
Nil
|
REPORTING
|
|
SOLE DISPOSITIVE POWER:
|
PERSON WITH
|
9.
|
|
|
|
Nil
|
|
|
SHARED DISPOSITIVE POWER:
|
|
10.
|
|
|
|
Nil
|
|
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
11.
|
|
|
Nil
|
|
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS):
|
12.
|
|
|
|
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
13.
|
|
|
Nil
|
|
|
|
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
|
14.
|
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IN
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CUSIP No. 45885E203
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Page 8 of 16
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Explanatory Note
This Amendment No. 2 to Schedule 13D supplements the Amendment No. 1 to Schedule 13D filed on July 13, 2009 by Gordon L. Ellis, Douglas E. Ellis, David H. Thompson, Wayne Henderson and Paul Clinton and the Schedule 13D originally filed by Gordon L. Ellis with the Securities and Exchange Commission on November 6, 1992 in order to add the signature of Mr. Terry Holland, a named Reporting Person, whose signature was not included with the Amendment No. 1 to Schedule 13D. There are no changes or amendments to the information included in the Amendment No. 1 to Schedule 13D filed on July 13, 2009.
Item 1.
|
Security and Issuer
|
The class of equity securities to which this statement relates
is common shares, no par value (the
Shares
), of International
Absorbents Inc., a British Columbia corporation (the
Issuer
). The
principal executive offices of the Issuer are located at 1569 Dempsey Road,
North Vancouver, British Columbia, Canada V7K 1S8.
Item 2.
|
Identity and Background
|
A.
|
Name of Persons filing this
Statement:
|
This statement is filed by the following reporting persons (the
Reporting Persons
):
-
Gordon L. Ellis,
-
Douglas E. Ellis,
-
David H. Thompson,
-
Terry Holland,
-
Paul Clinton, and
-
Wayne Henderson.
The Reporting Persons have entered into a Joint Filing
Agreement dated as of July 13, 2009, a copy of which is attached hereto as
Exhibit 99.1
.
B.
|
Residence or Business
Address:
|
The residential or business address of each of the Reporting
Persons is set forth below:
Name of Reporting Person
|
Residential or Business Address
|
Gordon L. Ellis
|
1569 Dempsey Road, North Vancouver, British
Columbia, Canada 1S8 V7K
|
Douglas E. Ellis
|
1569 Dempsey Road, North Vancouver, British
Columbia, Canada 1S8 V7K
|
David Thompson
|
6960 Salashan Parkway, Ferndale, WA, USA 98248
|
Terry Holland
|
3
rd
Floor, 1201 West Pender Street,
Vancouver, British Columbia, Canada V6E 2V2
|
CUSIP No. 45885E203
|
Page 9 of 16
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Paul Clinton
|
3280 SW Marine Drive, Vancouver, British Columbia, Canada
V6N3Y6
|
Wayne Henderson
|
#201-1485 West 6
th
Ave, Vancouver, British
Columbia, Canada V6H 4G1
|
C.
|
Present Principal Occupation and
Employment:
|
The present principal occupation or employment of each
Reporting Person is set forth below:
Name of Reporting Person
|
Principal Occupation
|
Gordon L. Ellis
|
President and Chief Executive
Officer of the Issuer
|
Douglas E. Ellis
|
President and Chief Operating
Officer of Absorption Corp. (a wholly owned subsidiary of the Issuer)
|
David H. Thompson
|
Chief Financial Officer of the
Issuer
|
Terry Holland
|
Self-employed Businessman
|
Paul Clinton
|
Self-employed Businessman
|
Wayne Henderson
|
Independent consultant
|
None of the Reporting Persons has been convicted in any
criminal proceeding (excluding traffic violations or similar misdeamours) during
the last five years.
None of the Reporting Persons has been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction and,
as a result of such proceeding, was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
The citizenship of each of the Reporting Persons is set forth
below:
Name of Reporting Person
|
Citizenship or Jurisdiction of
Incorporation
|
Gordon L. Ellis
|
Canada
|
Douglas E. Ellis
|
Canada
|
David H. Thompson
|
United States of America
|
Terry Holland
|
Canada
|
CUSIP No. 45885E203
|
Page 10 of 16
|
Paul Clinton
|
Canada
|
Wayne Henderson
|
Canada
|
Item 3.
|
Source and Amount of Funds or
Other Consideration
|
It is anticipated that if an agreement for the proposed Acquisition outlined in Item 4 can be concluded, that the funding for the Acquisition would be provided by a combination of equity and debt financing to be obtained by Arctic US (as defined in Item 4). The equity financing would include equity financing from Gordon L. Ellis, Douglas E. Ellis and David Thompson, as the management investors (the “Management Investors”) and equity financing from TMH Capital Corp, a private company controlled by Terry Holland, from 0693136 B.C. Ltd., a private company controlled by Paul Clinton, and from Wayne Henderson (the “Equity Investors”).
The debt financing would be provided by a Canadian chartered bank. In addition, a corporation affiliated with the bank would provide a minor portion of the equity financing.
Each of the Management Investors plans to contribute proceeds to be otherwise received by them under the proposed Acquisition (as defined in Item 4) with respect to common shares of the Issuer held by the Management Investors to fund a portion of the equity contribution required to be made by each of the Management Investors.
Item 4.
|
Purpose of Transaction
|
On July 3, 2009, Arctic Acquisitions Inc., a British Columbia corporation (“Arctic Canada”), on behalf of the Reporting Persons and certain private companies controlled by the Reporting Persons, submitted a written offer (the “Offer Letter”) to the Strategic Alternatives Committee (the “SAC”) of the board of directors of the Issuer to acquire all of the outstanding common shares of the Issuer at a cash price of $3.30 per share (the “Acquisition”). Arctic Canada is a wholly owned subsidiary of Arctic Acquisitions (US) Inc., a Nevada corporation (“Arctic US”). Arctic US is presently wholly owned by Gordon Ellis and Terry Holland, each of whom is a Reporting Person. It is anticipated that each of the other Management Investors and each of the Equity Investors would become a shareholder of Arctic US upon completion of the Acquisition.
The Offer Letter was not accepted by the SAC as presented. The
Reporting Persons plan to continue negotiations with the SAC to determine
whether an agreement can be reached. Arctic US and Arctic Canada have approached
the SAC with the objective of initiating negotiations to determine whether terms
of an agreement could be reached that would be acceptable to the SAC. Such
negotiations have not taken place and there is no assurance that these
negotiations will proceed or that any agreement with the SAC can be
concluded.
The Offer Letter included a draft form of arrangement agreement proposed to be entered into between Arctic Canada and the Issuer (the “Proposed Arrangement Agreement”). The Proposed Arrangement Agreement contemplated that Arctic Canada would acquire all of the issued and outstanding shares of the Issuer under a plan of arrangement (the “Arrangement”) to be completed in accordance with the provisions of the British Columbia Business Corporations Act (the “BCBCA”). Under the BCBCA, the Arrangement would require the approval of both the shareholders of the Issuer and the Supreme Court of British Columbia (the “British Columbia Supreme Court”). The plan of arrangement process under the BCBCA is similar to a merger transaction completed under state corporate laws in the United States, but with the additional requirement of court approval. As part of the court approval process, the court must approve the arrangement transaction as being fair to the shareholders of the Issuer.
Under the terms of the Proposed Arrangement Agreement, all of
the issued and outstanding common shares of the Issuer would be transferred to
Arctic Canada and the Issuer would become a wholly owned subsidiary of Arctic
Canada. At the effective time of the Arrangement, each shareholder of the Issuer
would become entitled to the right to receive the cash consideration of $3.30
per share and would cease to be a shareholder of the Issuer.
CUSIP No. 45885E203
|
Page 11 of 16
|
Completion of the Arrangement was proposed to be subject to
various conditions, including:
-
approval of the shareholders of the Issuer by a “special resolution” in accordance with the requirements of the BCBCA, meaning approval by two-thirds of the votes cast on the resolution to approve the Arrangement at the meeting of the shareholders to approve the Arrangement;
-
additional approval of the shareholders of the Issuer by a “majority of the minority”, meaning approval of the majority casting votes to approve the Arrangement at the meeting of the shareholders to approve the Arrangement, exclusive of shares held by shareholders who are officers, directors or affiliates of either the Issuer or Arctic Canada:
-
approval of the British Columbia Supreme Court; and
-
completion of the equity financing to be provided by the Management
Investors and the Equity Investors and the debt financing to be provided by
the bank.
Upon completion of the Arrangement, the common shares of the
Issuer would be delisted from the NYSE Amex Equities stock exchange and the
common shares would become eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act.
Other than as described above, the Reporting Persons do not
have any current plans or proposals that relate to or would result in any of the
actions set forth in items (a) through (j) of Item 4 of the instructions to
Schedule 13D, although the reporting persons reserve the right to develop such
plans or proposals.
Item 5.
|
Interest in Securities of the
Issuer
|
|
|
a)
|
Beneficial
Ownership.
|
The securities of the Issuer beneficially owned by each of the
Reporting Persons is set forth below:
Name of Reporting Person
|
Common Shares Owned
|
Percentage Owned
(4)
|
Gordon L. Ellis
|
434,351
(1)
|
6.7%
|
Douglas E. Ellis
|
205,889
(2)
|
3.2%
|
David Thompson
|
76,251
(3)
|
1.2%
|
Terry Holland
|
Nil
|
Nil
|
Paul Clinton
|
Nil
|
Nil
|
Wayne Henderson
|
Nil
|
Nil
|
(1)
|
Includes (i) 148,975 Common Shares held directly by Mr.
Gordon L. Ellis, (ii) 100,576 Common Shares held by Gordann Consultants
Ltd., an entity in which Mr. G. Ellis owns a 51% interest and Mr. G.
Elliss spouse owns a 49% interest (
Gordann
), over which Mr. G.
Ellis has shared voting and dispositive power; (iii) 10,000 Common Shares
held by Shelan Development Corp., an entity owned by Gordann, over which
Mr. G. Ellis has shared voting and dispositive power; (iv) 15,000 Common
Shares held by Stelyconi Enterprises Ltd., an entity owned by Gordann,
over which Mr. G. Ellis has shared voting and dispositive power; (v)
122,300 Common Shares held by ABE
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CUSIP No. 45885E203
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Page 12 of 16
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Industries (1980) Inc., an entity owned by Gordann, over
which Mr. G Ellis has shared voting and dispositive power, and (vi) 37,500
Common Shares issuable pursuant to stock options held by Mr. G. Ellis that
are presently vested or will vest within 60 days of the date
hereof.
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(2)
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Includes (i) 143,389 Common Shares held directly by Mr.
Douglas Ellis, (ii) 25,000 Common Shares held by Mr. D. Elliss children,
over which Mr. D. Ellis has voting and dispositive power, and (iii) 37,500
Common Shares issuable pursuant to stock options held by Mr. D. Ellis that
are presently vested or will vest within 60 days of the date
hereof.
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(3)
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Includes (i) 38,751 Common Shares held by Mr. Thompson,
and (ii) 37,500 Common Shares issuable pursuant to stock options held by
Mr. D. Ellis that are presently vested or will vest within 60 days of the
date hereof.
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(4)
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As of July 3, 2009, there were 6,410,282 common shares of
the Issuer outstanding.
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Assuming exercise of all of the above-described options, the Reporting Persons would collectively beneficially own, in the aggregate, 716,491 common shares, representing 11.0% of the issued and outstanding common shares of the Issuer. Other than as set forth in this Item 5, each Reporting Person hereby disclaims beneficial ownership of common shares of the Issuer owned by any other Reporting Person.
b)
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Transactions Within the Past 60
Days.
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Except as noted herein, none of the Reporting Persons has
effected any transaction in the Issuer's securities, including common shares of
the Issuer, within sixty (60) days preceding the date hereof.
c)
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Certain Rights of Other
Persons.
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Not applicable.
Item 6.
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Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of
the
Issuer
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Arctic Canada submitted the Offer Letter and the Proposed
Arrangement Agreement to the SAC, as described in Item 5. The Offer Letter and
Proposed Arrangement Agreement have not been accepted as presented.
Concurrently with the presentation of the Offer Letter, each of
the Management Investors and Equity Investors executed and delivered commitment
letters in favor of Arctic Canada and Arctic US. The commitment letters have
lapsed as the Offer Letter and Proposed Arrangement Agreement were not accepted
as presented. It is anticipated that new commitment letters would be delivered
in the event that an agreement for the Acquisition can be concluded.
In the event that an agreement for the Acquisition can be
concluded and the Arrangement is completed, the Reporting Persons anticipate
acquiring equity interests in Arctic US and entering into a shareholders
agreement among the Reporting Persons that would set forth certain provisions
regarding the ownership of Arctic US including corporate governance, board
representation, board seat allocation, limitations on transfers, drag-along
rights, tag-along rights, pre-emptive rights, as well as other customary
provisions found in such agreements.
Except as described in this Item 6, none of the Reporting
Persons is a party to any contract, arrangement, understanding or relationship
with respect to securities of the Issuer including, but not limited to, transfer
or
CUSIP No. 45885E203
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Page 13 of 16
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voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies or a pledge or a
contingency the occurrence of which would give another person voting power or
investment power over the securities of the Issuer.
Item 7.
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Material to be Filed as
Exhibits
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The following exhibits are attached hereto:
Exhibit
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Description of Exhibit
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99.1
(1)
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Joint Filing
Agreement dated July 13, 2009 among the Reporting Persons
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(1) Filed as an exhibit hereto.
CUSIP No. 45885E203
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Page 14 of 16
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: July 13, 2009
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/s/ Terry Holland
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TERRY HOLLAND
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CUSIP No. 45885E203
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Page 15 of 16
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EXHIBIT INDEX
Exhibit
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Description of Exhibit
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99.1
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Joint Filing Agreement dated
July 13, 2009 among the Reporting Persons
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CUSIP No. 45885E203
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Page 16 of 16
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing
statement on Schedule 13D is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13D shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him, her or it contained herein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he, she or
it knows or has reason to believe that such information is inaccurate.
Dated: July 13, 2009
By:
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/s/ Gordon L. Ellis
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Name:
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Gordon L. Ellis
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By:
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/s/ Douglas E. Ellis
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Name:
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Douglas E. Ellis
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By:
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/s/ David H. Thompson*
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Name:
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David H. Thompson
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By:
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/s/ Wayne Henderson
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Name:
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Wayne Henderson
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By:
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/s/
Terry Holland
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Name:
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Terry Holland
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By:
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/s/ Paul Clinton
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Name:
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Paul Clinton
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*
By his attorney
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