IN THE UNITED STATES PATENT AND TRADEMARK OFFICE
`
`BEFORE THE PATENT TRIAL AND APPEAL BOARD
`
`JIAWEI TECHNOLOGY (HK) LTD., JIAWEI TECHNOLOGY (USA) LTD.,
`SHENZHEN JIAWEI PHOTOVOLTAIC LIGHTING C0,, LTD., ATICO
`INTERNATIONAL (ASIA) LTD., ATICO INTERNATIONAL USA, INC.,
`CHIEN LUEN INDUSTRIES CO., LTD., INC. (CI-IIEN LUEN FLORIDA),
`CI-IIEN LUEN INDUSTRIES C0,, LTD., INC. (CHIEN LUEN CHINA),
`COLEMAN CABLE, LLC, NATURE’S MARK, RITE AID CORP., SMART
`
`SOLAR, INC., AND TEST RITE PRODUCTS CORP.
`Petitioner,
`
`V.
`
`SIMON NICHOLAS RICHMOND
`
`Patent Owner.
`
`Case IPR2014-00938
`
`Patent 7,429,827
`
`Declaration of Gufion Cochran
`
`k O f RQUU q R
`Jiawei et al. Exhibit 1044 Page 1
`
`
`
`BEFORE THE PATENT TRIAL AND APPEAL BOARD
`
`JIAWEI TECHNOLOGY (HK) LTD., JIAWEI TECHNOLOGY (USA) LTD.,
`SHENZHEN JIAWEI PHOTOVOLTAIC LIGHTING C0,, LTD., ATICO
`INTERNATIONAL (ASIA) LTD., ATICO INTERNATIONAL USA, INC.,
`CHIEN LUEN INDUSTRIES CO., LTD., INC. (CI-IIEN LUEN FLORIDA),
`CI-IIEN LUEN INDUSTRIES C0,, LTD., INC. (CHIEN LUEN CHINA),
`COLEMAN CABLE, LLC, NATURE’S MARK, RITE AID CORP., SMART
`
`SOLAR, INC., AND TEST RITE PRODUCTS CORP.
`Petitioner,
`
`V.
`
`SIMON NICHOLAS RICHMOND
`
`Patent Owner.
`
`Case IPR2014-00938
`
`Patent 7,429,827
`
`Declaration of Gufion Cochran
`
`k O f RQUU q R
`Jiawei et al. Exhibit 1044 Page 1
`
`
`
`1.
`
`My name is Guyton Cochran.
`
`I am over 21 years old and unless
`
`stated otherwise have personal knowledge of the matters set forth herein.
`
`2.
`
`I am the Treasurer of Coleman Cable, LLC ("Coleman"). In my role
`
`as Treasurer, I oversee Coleman's books, finances, and all of its financial matters.
`
`I am familiar with Coleman’s finances and budgets, including the budget for the
`
`defense of the Richmond district court litigation and the inter partes review
`
`proceedings (“IPRS”) that I understand are the subject of a termination motion by
`
`Mr. Richmond. I am also generally familiar with Southwire Company's acquisition
`
`of Coleman and with events that have occurred thereafter. I became the Treasurer
`
`of Coleman in February 2014.
`
`3.
`
`I am also the Executive Vice President and Chief Financial Officer of
`
`Southwire. In that role, I oversee Southwire's financial matters.
`
`I have held that
`
`position since 2003.
`
`4.
`
`I have read the Patent Owner's Motions to Terminate ("Motions") and
`
`have been asked by counsel to provide testimony in response and to address the
`
`exhibits cited in the Motions.
`
`It is my understanding the same exhibits have
`
`different exhibit numbers in each of the Motions. This declaration attempts to
`
`address the exhibits corresponding to the exhibit numbers in the corresponding
`
`motion. My counsel prepared a table correlating the exhibit numbers across all of
`
`the Motions such that if a mistake has been made it will still be possible to
`
`k O f RQUU q S
`Jiawei et al. Exhibit 1044 Page 2
`
`
`
`correlate the exhibit
`
`I am referring to with the exhibit number
`
`from the
`
`corresponding motion. The table is attached with this filing in the list of exhibits.
`
`Unless stated otherwise, all exhibits attached to this declaration are true and correct
`
`copies.
`
`1.
`
`THE ACQUISITION OF COLEMAN BY SOUTHWIRE
`
`5.
`
`In December 2013, Southwire Company, Coleman Cable, Inc. and
`
`Cubs Acquisition Corp. ("Cubs") signed an Agreement and Plan of Merger. Cubs
`
`was a wholly owned subsidiary of Southwire Company formed in anticipation of
`
`Southwire Company's purchase of 100% of the outstanding stock of Coleman
`
`Cable, me. On February 11, 2014,
`
`the merger certificate was filed with the
`
`Secretary of State for the State of Delaware, and the transaction closed. At that
`
`time, Cubs merged with and into Coleman Cable, Inc., with Coleman Cable, Inc.
`
`being the surviving corporation.
`
`6.
`
`The directors of Coleman Cable,
`
`Inc. were Stuart Thorn, John
`
`Carlson, and me. The officers of Coleman Cable, Inc. were appointed by the
`
`directors. The officers were Stuart Thorn (President), Floyd Smith (Secretary), and
`
`me (Treasurer). All of Coleman Cable, Inc.'s assets, liabilities, and corporate
`
`actions survived the merger and continued as assets, liabilities, and corporate
`
`actions of Colman Cable, Inc.
`
`k O f RQUU q T
`Jiawei et al. Exhibit 1044 Page 3
`
`
`
`7.
`
`A corporate reorganization occurred post-merger.
`
`During the
`
`reorganization, Coleman Cable, Inc. was converted into Coleman Cable, LLC (a
`
`Delaware limited liability company)—the "Coleman" referred to throughout this
`
`declaration. Southwire Company was also converted into Southwire Company,
`
`LLC. Upon reorganization, Coleman Cable, LLC was once again a wholly owned
`
`subsidiary of Southwire Company, LLC ("Southwire"). The structure of the
`
`merger and subsequent reorganization was designed to keep Coleman's assets and
`
`liabilities separated from Southwire for tax and other purposes.
`
`8.
`
`Exhibit 1015 is the Limited Liability Company Agreement of
`
`Coleman Cable, LLC. Paragraph 7 of the Agreement indicates that the Member
`
`(Southwire) shall "manage" the Company (Coleman Cable, LLC). On March 5,
`
`2014, the Southwire Board put forth Resolution No. 3 (attached as Exhibit 1016).
`
`That resolution provided in part that "officers in each corporate entity [e.g.,
`
`Southwire and Coleman]
`
`shall be, and upon ratification by the managing
`
`member of each company ..., is, authorized to act on behalf of such ratifying
`
`company
`
`as if they were officers in each such company, ...". The officers of
`
`Coleman at that time were also officers in Southwire.
`
`9.
`
`The Resolution was adopted by Southwire, but @ by Coleman.
`
`Coleman's officers‘ (Messrs. Thorn, Smith and me), when acting on behalf of
`
`Coleman, do not have the authority to act on behalf of Southwire. Likewise, when
`
`k O f RQUU q U
`Jiawei et al. Exhibit 1044 Page 4
`
`
`
`acting on behalf of Southwire, we do Q have the authority to act on behalf of
`
`Coleman. Stated differently, when I am acting for Coleman as Treasurer I am not
`
`acting for, or authorized to act for, Southwire; and when I am acting on behalf of
`
`Southwire I am not acting for, or authorized to act for, Coleman.
`
`I respect this
`
`distinction when performing my duties for both Coleman and Southwire.
`
`10.
`
`I have worked with Messrs. Smith and Thorn in their capacity as
`
`officers of Coleman and Southwire, and can state that they respected the distinction
`
`between Coleman and Southwire when performing their respective duties for each
`
`company.
`
`11.
`
`The Resolution further resolved that authorized officers may use
`
`business cards and marketing materials with the designation "The Southwire
`
`Group," but that all contracts or agreements shall be made in the name of the
`
`individual company within the Southwire Group. As the resolution was not
`
`adopted, no such business cards or marketing materials were issued.
`
`II.
`
`CONTROL AND FUNDING OF THE IPRS
`
`12.
`
`I worked with Mr. Smith as an officer of Coleman,
`
`including
`
`consulting on budgetary matters, which included an accrual relating to the
`
`Richmond litigation defense and IPRS that is discussed in more detail later in this
`
`declaration. I am generally familiar with 1\/Ir. Smith's role in the IPRS and with his
`
`k O f RQUU q V
`Jiawei et al. Exhibit 1044 Page 5
`
`
`
`individual responsibilities at Coleman and at Southwire. Mr. Smith retired on
`
`January 30, 2015.
`
`13.
`
`I understand that one of Mr. Smith’s responsibilities as Secretary of
`
`Coleman was to handle high-level legal matters,
`
`including signing powers of
`
`attorneys.
`
`In the course of preparing this declaration, I reviewed the Powers of
`
`Attorney signed in these IPRs. Based on my understanding of Mr. Smith’s
`
`responsibilities, and my work with him in connection with the accrual for the
`
`Richmond defense, I understand that Mr. Smith's signature as "Secretary" on the
`
`Power of Attorney meant that he signed this document in his capacity as the
`
`Secretary of Coleman acting on behalf of Coleman. For the reasons stated above,
`
`Mr. Smith did not have the authority to sign a Coleman-related document in his
`
`capacity as an officer of Southwire. Neither Mr. Smith nor Coleman was acting as
`
`Southwire's proxy, or on behalf of Southwire, when authorizing the IPRs on behalf
`
`of Coleman. Additionally, it is my understanding that Mr. Smith typically signed
`
`Power of Attorney document on behalf of Southwire using his Southwire title.
`
`Exhibit 1017 is an example of one such document.
`
`14.
`
`I have no information that leads me to understand that Southwire
`
`directed the IPRs or otherwise had the ability to control them. As stated above,
`
`Southwire's officers could not act on behalf of Coleman in such matters.
`
`In sum,
`
`Coleman controlled and directed the IPRs.
`
`k O f RQUU q W
`Jiawei et al. Exhibit 1044 Page 6
`
`
`
`15.
`
`I am informed that the law firm of Patzik, Frank & Samotr1y Ltd.
`
`(“PFS”) has represented Coleman Cable, Inc. and its predecessors since about
`
`1993. At some point during that representation before the acquisition, Coleman
`
`Cable, Ir1c. established an accrual to pay for PFS’s legal services, which included
`
`defense against Richrnond’s patent suits, including the then-possible IPRs. A
`
`Coleman Cable, Inc. employee established the accrual. After the acquisition,
`
`Coleman maintained the accrual under my leadership.
`
`16.
`
`E1 the second quarter of 2014, Coleman agreed to contribute
`
`‘ toward the IPRs.
`
`It is my understanding that this amount was to be
`
`invoiced over several months and that IPR counsel at Dentons sent the invoices to
`
`Coleman through Coleman's outside litigation counsel, Jonathan Goodman of PFS,
`
`who then forwarded them to Coleman for payment. Coleman paid the invoices
`
`from its bank accounts, which were separate from Southwire's bank accounts.
`
`Exhibit 1018 is a list of bank accounts owned by Coleman. To protect privacy all
`
`but the last four digits of the accounts are redacted.
`
`I understand that the
`
`respective
`
`Dentons
`
`invoices
`
`were
`
`paid
`
`from account
`
`numbers:
`
`-4315, ‘I904, and ‘I581. I have reviewed the
`
`Declaration of Kevin Greenleaf, which contains evidence that Dentons received
`
`payment from Coleman’s separate bank accounts. The table below was provided to
`
`me and shows the accounts used by Coleman to pay Dentons. For the first two
`
`k O f RQUU q X
`Jiawei et al. Exhibit 1044 Page 7
`
`
`
`payments, the table includes evidence from the Greenleaf declaration that indicates
`
`the date Dentons received payment and the account information on the wire
`
`transfer or check. For the second two payments, in addition to evidence from the
`
`Greenleaf declaration, my research identified the accounts used by Coleman to pay
`
`Dentons. Exhibit 1019 includes screen shots from our SAP accounting system
`
`showing the Coleman accounts used to pay Dentons.
`
`1133:;
`
`AMOUNT:
`
`Payment Info, including acct. no.
`
`BY AUTOMATED CLEARING HOUSE IACH}
`CORPORATE TRADE EKEHEHGE EOTX}
`£AOH}
`REA TRANSIT ROUTING NUMBER INCLUDING CHECK DIGLTE [9 DIGITS}
`
`3DFI= -
`OEHAND-DEPOSIT
`
`P~C'3UUNT=—
`OREGINF-JIING COMPANY 112}: 2033?
`ABA TRANSIT ROUTING NUMBER INCLUDING CHECK DIGITS [9 nI$IT5h
`RDFI: ETIDTBEG1
`UEMAND—DEPOSIT
`RECEIVE ACCOUNT: OBOlO51E93
`EFFECTIVE ENTRY DHTE: OBIETIIA
`
`8/27/14
`
`TRANSACTION REFERENCE NUMBER: 51—1OC11fl9O
`TRANSACTION REFERENCE NUMBER: U91UUOO154949l3
`
`BAYER: Coleman Cable.
`153D Shields Drive
`
`Inc
`
`Waukeqan
`IL E00359-309 [I5
`
`FRYEE: DENTOHS U5 LLF
`
`k O f RQUU q Y
`Jiawei et al. Exhibit 1044 Page 8
`
`
`
`Harris Central N.-#-
`fioaollc, Illinois
`
`I1-“E
`
`I 1.v"|Il.0'20I1l-
`
`PJJ. BDIIL 'IE|DC|
`Carrnlltml, Georgia 30119
`(and: 332-4242
`
`11/14/14
`
`Pay to the
`Order of
`
`PATIEK FRMEK AND SAHDTNY LTD
`
`V
`
`[3 scuulw-uuuneumnmu
`
`Harris Ccrltral N.-0..
`Roselle, Illinois
`
`_
`
`W-Tl
`
`I l ('20/20114
`
`3'
`
`P_El. Bax moo
`carrolltorl. Gal-orgia
`+4041 332-4242
`
`JDHEI
`
`11/20/14
`
`Pay to the
`Order of
`
`IJENTDNS CANRDH LLP
`
`3 halt: Funnlahulhan an.
`
`V‘
`
`. ,An
`
`k O f RQUU q Z
`Jiawei et al. Exhibit 1044 Page 9
`
`
`
`Coleman proof of sending from ***15 81:
`
`
`u?1nflE?33
`'...U.
`
`n?1Ju:?ae
`'.2_
`
`.
`
`I]: Pagan.-at PIrapos.mI'.' Payments
`
`JfiE'
`
`Disuliw
`
`Back From FrII:I
`
`"U-W21: 2:115 "-3:131; '
`
`Ens. cc
`
`1012
`
`I_€:=sD.ti°n5
`fl.@J-éEI_Ifi_@iE-a_'='E'
`5 LE prrtarrt Crqf Armunt paizi E [Lash Gist. 3 Lost dsI:.{LtL_}'E
`P
`'5 D.E___
`
`--_;_-=.
`_
`__. ,
`
`iii‘-..:'u*':i L
`
` -
`
`TD: DENTCIN5 U5 LLP
`
`DEPT 3945:-'9
`
`LD5 ANGELES, CA 9n1s945?9
`
`4X21/15
`
`#$*t$3kwHimmEEfltkii$$fl$fi¥fi¥fii$fi$$$$*¥*I*#¥*******¢**********¥$**
`
`**
`A PAYMENTWA5 INITIATED UN mun BEHALF
`**
`** FOR ‘ us!) SCHEDULED TD SETTLE DH PAT UN 15fDt1}'21 **
`1##¥#*#*¥#$#*##t#flfliflttt#lflt$ifl$*$!$¥¥i*#*$#*¥#**¥¥*************
`
`FRCIM: COLEMAN CABLE, LLC
`
`RECEIVING ACCOUNT NBF.{LA5T 4 D|GfI'S}:1E5|3 RECEIVING BANK:1?1D?UBU1
`
`DRIGINATING BANK: D? 1000283
`
`DRIG. BANK SERIAL if: EIDl5553CI3':'3U
`
`PATDH TRANSACTION RUN DATE: 1593121
`
`PAYDR THA NSACTIDN TRACE #: DDDDDUDDIDEAEZBE
`
`DISCDUNTSI ADJ ANICIUNT
`INVOICE
`INVOICE
`IN"u"DICE+‘-I
`AMOUNT ADJUSTMENTS CDDE
`PAID
`DATE
`AND DETAIL
`_._______..______ _..._...____--__.-.-._--_.-um:————...-n-.-.__.-——.-.—-..--..--.-.i-.-..——-
`
`FEI32?2D15
`
`1502 2?
`
`10
`
`k O f RQUU q RQ
`Jiawei et al. Exhibit 1044 Page 10
`
`
`
`A portion of Ex. 1018 is reproduced below with the account numbers from which
`
`funds were withdrawn to pay the Dentons invoices also highlighted in yellow.
`
`
`
`17.
`
`The evidence above confirms my understanding that the payments to
`
`Dentons were drawn from Coleman’s accounts for the IPRs, as Dentons does not
`
`represent Coleman in the corresponding ligation.
`
`18.
`
`The payment of November 14, 2014 was made out to PFS.
`
`I am
`
`informed that this was a mistake, and that PFS endorsed the payment over to
`
`Dentons. That payment includes Southwire's name and address on the check stub,
`
`along with the Coleman Trademark (CCITM) on the check. A reproduction of that
`
`check is contained in the table above (the second row). The check for they
`
`payment on November 20, 2014, was printed similarly. It is my understanding that
`
`copies of these checks and check stubs are being provided in a declaration by
`
`counsel.
`
`11
`
`k O f RQUU q RR
`Jiawei et al. Exhibit 1044 Page 11
`
`
`
`19.
`
`The bank account printed on both checks, account ‘I904, is
`
`Coleman Cable LLC’s controlled disbursement account. The reason Southwire's
`
`name appears on the paystubs is that in October 2014, Coleman switched its
`
`financial software from an AS400 platform to an SAP platform. At that time,
`
`Coleman accounts payable processing moved to Carrollton, Georgia and a PO box
`
`was utilized for Coleman and Southwire mail. The mail was then separated for
`
`each company and dealt with separately by each company.
`
`It is this PO box that
`
`appears at the top of the check stub and under the CCI trademark.
`
`20.
`
`The funds used to pay Dentons' invoices related to these checks, as
`
`well as all Dentons' invoices, were sourced from Coleman’s earnings and remitted
`
`through Coleman’s bank accounts. Each of these accounts was funded by the
`
`earnings of Coleman.
`
`21.
`
`In sum, Coleman solely funded the IPRs.
`
`Southwire made no
`
`contributions to these accounts and does not control them. While Southwire
`
`remains the parent and member of Coleman, it did not supervise or control the IPR
`
`budgeting decisions.
`
`Those decisions were my responsibility as Coleman's
`
`Treasurer. There remains an outstanding invoice of approximately‘
`
`which will also be paid by Coleman.
`
`12
`
`k O f RQUU q RS
`Jiawei et al. Exhibit 1044 Page 12
`
`
`
`III.
`
`POST ACQUISITION
`
`A.
`
`February 2014 - July, 6, 2015
`
`22.
`
`Coleman and Southwire continued to operate as separate companies
`
`after the acquisition. This separation was maintained for legal and practical
`
`reasons.
`
`23. Among the legal reasons the companies remained separate were to
`
`preserve tax advantages achieved by the transaction's structure (the companies will
`
`file separate 2014 tax returns) and Coleman's decision not to adopt the previously-
`
`described Resolution. In addition, Coleman also had contracts containing "change
`
`of control" or assignment provisions. Exhibit 1020 is an example of one such
`
`contract. To protect privacy, much of the contract has been redacted. The two
`
`companies‘ intellectual property also remained separate. The Moonrays trademark,
`
`for example, is owned by WIIP, Inc. (formally Woods Industries (Canada), Inc.),
`
`an entity that holds intellectual property relating to Coleman, but not Southwire.
`
`Exhibit 1021.
`
`24.
`
`Among the practical reasons the companies continued to operate
`
`independently was that it was not practically feasible to combine two previously
`
`unrelated companies into one in a timely and efficient manner. By way of
`
`example, Coleman had separate bank accounts, invoicing, billing and shipping
`
`systems. Coleman and Southwire had different sales forces, and neither company
`
`13
`
`k O f RQUU q RT
`Jiawei et al. Exhibit 1044 Page 13
`
`
`
`had ready access to the SKUs of the other's products. The employees of Coleman
`
`were on separate health, welfare, and retirement plans.
`
`(Exhibits 1022-1025).
`
`Coleman's collective bargaining agreements remain with Coleman. Coleman has
`
`separate plants and facilities from Southwire, and enters into its own contracts with
`
`suppliers, Vendors, and customers. Coleman and Southwire had separate websites.
`
`Exhibits 1026 and 1027 are print outs of the first page of each company's
`
`respective website.
`
`25.
`
`The two companies‘ plarmed independence was manifested externally
`
`pre-acquisition. For example, prior to the acquisition, Coleman sent a letter to its
`
`customers ensuring them, among other things, that the "transaction" will have "no
`
`impact on the day-to-day operations of our business[,] [y]our Coleman contacts
`
`will remain the same, all current contracts will be honored, and there will be no
`
`immediate changes in how we conduct business with you." Ex. 1028.
`
`26.
`
`This situation remained the same post-acquisition. For example, the
`
`February 17, 2014 letter (Richmond Ex. 2046) explains that the status quo would
`
`not change after the acquisition: “For Coleman customers: Your Coleman contacts
`
`will remain the same, you will continue to submit purchase orders to Coleman
`
`Cable and your product shipments will continue to flow from Coleman Cable
`
`facilities.” The letter further states that the two companies are working to "craft"
`
`the integration strategy:
`
`"[n]ow, the real work begins with integrating these two
`
`14
`
`k O f RQUU q RU
`Jiawei et al. Exhibit 1044 Page 14
`
`
`
`organizations....
`
`The letter was signed separately by executives from both
`
`H
`
`companies.
`
`27.
`
`The August 14, 2014 letter (cited by Richmond as Ex. 2051), although
`
`appearing on a Southwire letterhead, also discusses the two companies separately.
`
`For example, the letter refers to "valued Southwire and Coleman Cable customers,"
`
`repeatedly references "Southwire and Coleman Cable" instead of using a generic,
`
`umbrella term to encompass both companies, and distinguishes between Southwire
`
`and Coleman sales representatives.
`
`B.
`
`Recent Events—July 6, 2015
`
`28.
`
`Coleman and Southwire began executing plans to implement a
`
`broader, outward-facing integration in March 2015 with the announcement of the
`
`Fast Forward Program, Phase II (“FF Program”). Ex. 1029. Phase I of the
`
`program involved harmonizing certain Coleman back-office financial software to
`
`be compatible with Southwire's financial software.
`
`29. A main goal of Phase II was to integrate the two companies such that
`
`Southwire would replace Coleman as the outward-facing supplier of Coleman’s
`
`products. This program was to be accomplished July 6, 2015. As discussed
`
`previously, the two companies remained separate (internally and outwardly-facing)
`
`until July 6, 2015, due to the previously-discussed legal and practical reasons.
`
`15
`
`k O f RQUU q RV
`Jiawei et al. Exhibit 1044 Page 15
`
`
`
`30.
`
`To accomplish the July 6th goal, Southwire and Coleman needed to
`
`remove legal impediments to integration, so Southwire and Coleman sent written
`
`notification to Coleman’s customers that they “will take yet another step to filrther
`
`integrate Coleman’s operations into Southwire’s own operations. As of and
`
`following July 6th, all
`
`invoices
`
`will come from Southwire and will be
`
`Southwire-branded invoices. After this Date, you will no longer receive Coleman
`
`Cable-branded invoices.” Ex. 1030.
`
`31.
`
`The integration of the customer-facing invoicing occurred on July 6,
`
`2015.
`
`To the outside world, and in particular to customers, Coleman and
`
`Southwire will likely appear to be behaving more like a single company after
`
`July 6, 2015. For example, all invoicing will be from Southwire and be Southwire-
`
`branded.
`
`32.
`
`The two companies remain separate even after July 6, 2015, however.
`
`Coleman and Southwire will still have separate bank accounts. Coleman's and
`
`Southwire's employees still have separate health, welfare, and retirement plans.
`
`Coleman's collective bargaining agreements remain with Coleman. The companies
`
`still have separate payrolls, plants and facilities, as well as separate websites and
`
`separate ownership of intellectual property.
`
`16
`
`k O f RQUU q RW
`Jiawei et al. Exhibit 1044 Page 16
`
`
`
`IV. THE EXHIBITS CITED IN RICI-l1VIOND'S MOTION
`
`33.
`
`I reviewed the exhibits attached to Richmond's motion. In performing
`
`that review, I understand that counsel grouped the documents into two groups
`
`based on date:
`
`(i) those documents dated before, or close to June 11, 2014, which
`
`is the date I understand the IPRs were filed, and (ii) other documents, either
`
`undated or dated well after June 1 1, 2014.
`
`34.
`
`Documents that fall into the first category are:
`
`Ex. 2044 (SEC submission)
`Ex. 2045 (Press Release dated 2/11/2014)
`Ex. 2046 (Press Release dated 2/17/2014)
`Ex. 2047 (Florida filing)
`Ex. 2048 (Webpage)
`Ex. 2049 (Advertisement)
`Ex. 2051 (price increase)
`
`35.
`
`Exhibit 2046 and 2051 have already been discussed. Exhibit 2049 is
`
`an advertisement that identifies the companies separately. Ex. 2047 is Coleman's
`
`“application by foreign limited liability company for authorization to transact
`
`business in Florida.” I signed that document in my capacity as a Treasurer of
`
`Coleman. The document also references Southwire Company, LLC as the
`
`parent/member of Coleman and lists heather.foster@southwire.com as the point of
`
`contact. Ms. Foster was listed as a contact because Coleman did not have an
`
`employee to receive information regarding tax issues.
`
`She would then refer
`
`Coleman-related information to me in my capacity as Coleman's Treasurer.
`
`17
`
`k O f RQUU q RX
`Jiawei et al. Exhibit 1044 Page 17
`
`
`
`36.
`
`Most of the other documents fall into the second group, including a
`
`large number of LinkedInTM webpage screenshots:
`
`Ex. 2042 (Floyd W. Srnith’s Linkedln profile)
`Exs. 2043 and 2048 (Southwire Canada pages)
`Exs. 2052-53 (Kathy Jo Van)
`Ex. 2050 (Lisa Brigg [sic])
`Ex. 2054 (OtherLinkedIn)
`Ex. 2062 (Heather Foster)
`
`37.
`
`I have investigated the correctness of the information identified in
`
`these exhibits. Certain profiles appear incorrect. Exhibit 2050 identifies Ms.
`
`Biggs as being "import coordinator" for "Coleman Cable/Southwire" as of June
`
`2014. Ms. Biggs did not work for, and never drew a salary from, Southwire. Ex.
`
`1031 is a true and correct copy of Ms. Biggs earnings from Coleman. Ms. Biggs
`
`was a Coleman employee and remained so until February 2, 2015, the date she
`
`resigned. Ex. 1032.
`
`38. Ms. Van is a Coleman employee. She also has a title at Southwire.
`
`Based on my experience and knowledge, I understand that she, like me, maintains
`
`the separateness between her duties for Coleman and her duties for Southwire, as
`
`do others that wear "hats" at both companies. As for the other employees
`
`identified in the Linkedln exhibits, all of them were and remain Coleman
`
`employees. Ex. 1033. Neither Coleman nor Southwire control their employees‘
`
`personal social media accounts, including Linkedln.
`
`39.
`
`Other, later-dated documents include:
`
`18
`
`k O f RQUU q RY
`Jiawei et al. Exhibit 1044 Page 18
`
`
`
`Ex. 2040 (National Hardware Show Exhibitor Directory)
`Ex. 2041 (Twitter feed)
`Ex. 2055 (PR Web)
`Ex. 2056 (Brooks Electrical)
`Ex. 2057 (Security Equipment Supply)
`Ex. 2059 (Arnazon.com sales)
`
`40.
`
`The special pricing announcement
`
`(Ex. 2056) and the Security
`
`Equipment Supply announcement (Ex. 2057) were not generated by Southwire or
`
`Coleman. The National Hardware Show Exhibit Directory (Ex. 2040) is also third-
`
`party generated, as is the PRWeb announcement (Ex. 2055). Although the Twitter
`
`feed appears to have been originated by Southwire, according to my investigation,
`
`no Southwire signage appeared at the booth at the National Hardware Show. Ex.
`
`1034 contains photographs taken of that booth.
`
`41.
`
`The sales purported to be Southwire sales are actually Coleman sales
`
`of Coleman's products to Amazon for resale. Ex. 2059 (Exs. 1037 and 1038 show
`
`the same information, only clearer). Exhibits 1035 and 1036 are Coleman invoices
`
`to Amazon for the Jeweled Rooster Stake (Coleman part no. 91450, Amazon part
`
`no. BO0P600L4K) and the Crane Stake Back Facing (Coleman part no. 92522,
`
`Amazon part no. 00OC3NM3 S), respectively. To my knowledge, the only sales of
`
`Moonrays products by a Southwire entity were sales by Southwire Canada to its
`
`Canadian retailer customers.
`
`Southwire Canada ordered those products from
`
`Coleman, and Coleman invoiced Southwire Canada for those products.
`
`42. Additional undated or later-dated documents include:
`
`19
`
`k O f RQUU q RZ
`Jiawei et al. Exhibit 1044 Page 19
`
`
`
`42. Additional undated or later-dated documents include:
`
`0 Ex. 2060 (website customs print out)
`0 Ex. 2061 (similar)
`
`43.
`
`Ex. 2060 apparently comes from a website known as “panjiVa.com”
`
`based on the information in the upper right-hand comer of the exhibit.
`
`I cannot be
`
`sure as to the authenticity of these documents. I can state that there is no company
`
`called "Coleman Cable Southwire
`
`Intl" or
`
`"Coleman Cable Southwire
`
`Intemational." Without more information, I cannot ascertain the source of this
`
`information. The Waukegan, Illinois address identified as the destination of the
`
`products is Coleman's principal place of business.
`
`In addition, while researching
`
`this issue, I obtained exhibit 1039, which appears related to the patent owner’s
`
`exhibits as they reference the same quantity (242) and weight (445 kg) of the items
`
`documented in the import shipment. Therefore, Ex. 1039 likely documents the
`
`same shipment as Ex. 2060. Ex. 1039 states the consignee is “Coleman Cable.
`
`Inc.” I carmot determine why the patent owner’s documents use a non-existent
`
`consignee.
`
`V.
`
`RIGHT TO SUPPLEMENT
`
`44. Given the short time available, I have not been able to fully complete
`
`my investigation.
`
`I reserve the right to supplement in the future if additional
`
`information is obtained, and to respond to any arguments raised in fl1tU.I‘C.
`
`20
`
`k O f RQUU q SQ
`Jiawei et al. Exhibit 1044 Page 20
`
`
`
`I declare that all statements made herein of my own knowledge are true and that all
`
`statements made on information and belief are believed to be true; and further that
`
`these statements were made with the knowledge that willful false statements and
`
`the like so made are punishable by fine or imprisonment, or both, under Section
`
`1001 of Title 18 of the United States Code.
`
`
`
`ochran, Jr.
`
`. Guyton
`
`7/7 5’
`te
`
`k O f RQUU q SR
`Jiawei et al. Exhibit 1044 Page 21
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