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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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(a) | As set forth in the Current Report on Form 8-K filed by Pac-West Telecomm, Inc. (Pac-West) on December 29, 2004 (SEC File No. 000-27743), on December 26, 2004, Pac-West received notice of the resignation of A. Gary Ames as a member of Pac-Wests Board of Directors, effective as of December 31, 2004. Mr. Ames was a member of the Audit Committee of the Board of Directors of Pac-West (the Audit Committee). On December 30, 2004, Pac-West received notice from the Nasdaq Stock Market that it would not be in compliance with NASD MarketPlace Rule 4350(d)(2) upon Mr. Ames resignation on December 31, 2004 as a result of there then being only two independent directors serving on the Audit Committee. Pac-Wests board of directors has appointed Jerry L. Johnson to the vacancy on the Audit Committee created by Mr. Ames resignation, effective as of January 1, 2005. The board of directors has determined that Mr. Johnson is independent within the meaning of applicable Nasdaq MarketPlace and Securities and Exchange Commission Rules. |
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By: /s/ Robert C. Morrison |
Robert C. Morrison |
Vice President and General Counsel |