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March 27, 1973
Alice HEYMAN, Plaintiff,
Michael Lee HEYMAN et al., Defendants
Bauman, District Judge.
BAUMAN, District Judge.
This case presents a difficult question of interpreting the reach of § 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78j(b) and Rule 10b-5, 17 C.F.R. § 240.10b-5. As happens so often when such cases are presented in this court, the ingenuity of defendants' allegedly fraudulent scheme is matched only by the ingenuity of plaintiffs' attempt to bring it within the ambit of the statute. Before the court is a motion by all of the defendants pursuant to Rules 12(b) 1 and 12(b) 6 of the Federal Rules of Civil Procedure, to dismiss the complaint for lack of subject matter jurisdiction and for failure to state a claim on which relief can be granted.
The complaint, the allegations of which I shall assume to be true for the purposes of this motion, A.T. Brod & Co. v. Perlow, 375 F.2d 393 (2d Cir. 1967), may be briefly summarized as follows.
Plaintiff, Alice Heyman, is one of the two children of Oscar Heyman, who died on July 13, 1970. Prior to his death Mr. Heyman was president of Oscar Heyman and Brothers, a closely held New York corporation whose stock is owned entirely by members of the Heyman family. The corporation is engaged in the manufacture and sale of jewelry, which it markets through its New York, Texas, and California branch offices. It designs and produces what the complaint describes as "superior and elegant jewelry", which is sold primarily to superior and elegant shops such as Tiffany and Cartier.
On April 1, 1959, all of the stockholders of the corporation entered into an agreement requiring the corporation to purchase, upon the death of any stockholder, all of the stock which the decedent stockholder owned at its "fair value" and to use its "best efforts" to determine such fair value. (This agreement was amended as to matters not material to this action on December 1, 1959 and again on November 10, 1964).
Oscar Heyman's will explicitly affirmed this agreement. Paragraph Ninth directed the Executors to "perform and carry into effect each and all of the terms and conditions affecting [the] Estate in such Stockholders' Agreement . . ." and cautioned the Executors not "to change or vary the price or any formula to determine the price for the purchase or redemption of any of . . . [decedent's] shareholdings . . . ."
The will, dated September 10, 1969 with a codicil dated June 11, 1970, divides the residuary estate into two equal portions to be held in separate trusts for plaintiff and her brother, defendant Michael Lee Heyman. Under the terms of the trusts, they are to receive the income for life plus, at their election, annual payments from "principal equal to $5,000 or 5% of the aggregate value of the principal, whichever is greater." Each beneficiary is given a testamentary power of appointment over the principal of his or her trust. The will names Michael Heyman, George Heyman (Oscar's brother and now president of the corporation), and Sylvan Oestreicher as Executors and Michael Heyman and the Chase Manhattan Bank as trustees of the two residuary trusts.
Shortly after Oscar Heyman's death, a sale agreement was drawn up between the Executors and the corporation providing for the sale of his stock. The price was computed, it is alleged, not on the basis of the "fair value" of the corporation's stock, but rather on the "book value" of the corporation for the period ending December 31, 1969. This book value was computed at $4,600,000, and the value of Oscar Heyman's holdings, representing approximately 38% of the outstanding common stock, was fixed at $1,587,348.18.
The sale agreement was executed on August 6, 1970. Early that morning plaintiff was awakened by her brother Michael and escorted to a meeting at the corporate offices. She was there shown the agreement for the first time, admonished "as to the urgency of the matter" and told to sign it immediately. She was assured that the amount to be paid by the corporation for her father's stock was fair, and was promised that the corporate records would ultimately be made available to her. She signed then and there.
The plaintiff subsequently sought financial information from the corporation. She was refused permission to see its books and records and was only furnished with unaudited financial statements for the years 1965 through 1970. From examining them and from conversations with the Executors, plaintiff learned that the sale price for her father's stock was calculated on the basis of par value ($25 per share) for the preferred stock and book value less 10% for the common stock.
The complaint alleges four causes of action. In the first it is alleged that the purchase of stock for book value less 10% rather than its "fair value" determined by the "best efforts" of the corporation and Executors constitutes a breach of the stockholders' agreement. The second cause alleges that the sale by the Executors of the stock constituted a failure to marshal the assets of the estate and a breach of fiduciary duty. The third charges that the defendants, by undervaluing the true worth of the corporation and concealing this worth from plaintiff, were engaged in a scheme to defraud her in violation of §§ 10(b) and 20(a) of the Securities Exchange Act and its Rule 10b-5. In the fourth cause it is claimed that this course of conduct constituted a fraud and deceit upon plaintiff and a breach of fiduciary duty.
The defendants have moved to dismiss the complaint, arguing that the third count fails to state a cause of action under § 10(b). If they are correct this court lacks subject matter jurisdiction over the common law causes of action set out in the first, second, and fourth counts. Where the Federal cause of action is insufficient, the State causes of action cannot be sustained under the doctrine of pendent jurisdiction. United Mine Workers v. Gibbs, 383 U.S. 715, 86 S. Ct. 1130, 16 L. Ed. 2d 218 (1966); Iroquois Industries v. Syracuse China Corporation, 417 F.2d 963 (2d Cir. 1969), cert. denied, 399 U.S. 909, 90 S. Ct. 2199, 26 L. Ed. 2d 561 (1970); Cohen v. Colvin, 266 F. Supp. 677 (S.D.N.Y. 1967); Barnett v. Anaconda Co., 238 F. Supp. 766 (S.D.N.Y. 1965).
Defendants argue that the complaint is insufficient under § 10(b) in three respects: (a) plaintiff was not a purchaser or seller of securities within the meaning of Birnbaum v. Newport Steel Corp., 193 F.2d 461 (2d Cir. 1952), cert. denied, 343 U.S. 956, 72 S. Ct. 1051, 96 L. Ed. 1356 (1952); (b) plaintiff's injury did not arise from her reliance on defendants' fraudulent conduct; and (c) the complaint fails to allege that a "means or instrumentality of interstate commerce" was used in connection with the fraud. I shall deal with each of those arguments in turn.
The first and most substantial of defendants' arguments requires this court to examine the continued vitality of Birnbaum v. Newport Steel Corp., supra. In Birnbaum our Court of Appeals held that § 10(b) of the 1934 Act
and Rule 10b-5
extended protection only to a defrauded purchaser or seller of securities and did not embrace breaches of fiduciary duty by corporate insiders resulting in fraud on those not purchasers or sellers. Defendants point out that the complaint alleges that Miss Heyman acquired only a beneficial interest in her father's stock upon his death and that she has failed to allege that she purchased or sold any stock either before or after the alleged wrongdoing by the defendants. Therefore, the argument continues, plaintiff has failed to meet the Birnbaum standard.
Reports of Birnbaum's demise
have been greatly exaggerated. The Supreme Court, in its most recent pronouncement on § 10(b), Superintendent of Insurance v. Bankers Life & Casualty Co., 404 U.S. 6, 92 S. Ct. 165, 30 L. Ed. 2d 128 (1971), declined to renounce the Birnbaum doctrine. There the Superintendent of Insurance, court designated liquidator for Manhattan Casualty Company, had brought suit under § 10(b) and Rule 10b-5 against that corporation's sole shareholder (among others) for misappropriating the proceeds of a sale of government bonds held by the corporation. Begole, the shareholder, had purchased Manhattan Casualty from Bankers Life for 5 million dollars and had financed the purchase by selling Manhattan's portfolio of government bonds. It is true there is language in the Court's opinion that would suggest a modification of the purchaser/seller requirement. The Court stated, for example, that "[section] 10(b) must be read flexibly, not technically and restrictively. Since there was a 'sale' of a security and since fraud was used 'in connection with' it, there is redress under § 10(b)." 404 U.S. at 12, 92 S. Ct. at 169. On the other hand, the Court based § 10(b) jurisdiction only on Manhattan's sale of its Treasury bonds; it held that this transaction clearly made Manhattan a seller. In so doing, it avoided premising jurisdiction on two other allegedly fraudulent transactions in which Manhattan had not been the seller, and thereby avoided confronting the Birnbaum problem. See 404 U.S. 6 at pp. 13-14, 92 S. Ct. 165, 30 L. Ed. 2d 128, n. 10.
I agree with Judge Gurfein's observation in Haberman v. Murchison, 335 F. Supp. 286 (S.D.N.Y. 1971), that after Bankers Life, "Birnbaum is left where it was." This view was fortified by the Second Circuit's decision in Drachman v. Harvey, 453 F.2d 722 (2d Cir. 1972). See also G.A.F. Corp. v. Milstein, 453 F.2d 709 (2d Cir. 1971), cert. denied, 406 U.S. 910, 92 S. Ct. 1610, 31 L. Ed. 2d 821 (1972), and Dyer v. Eastern Trust and Banking Co., 336 F. Supp. 890 (D. Me. 1971).
Plaintiff does not, concededly, ask this court to reject Birnbaum. Rather, she attempts to accommodate the facts of this case to either of its two recognized exceptions. She first argues that she falls within the "forced seller" exception first evolved in Vine v. Beneficial Finance Company, 374 F.2d 627 (2d Cir. 1967), cert. denied, 389 U.S. 970, 88 S. Ct. 463, 19 L. Ed. 2d 460 (1967) and followed in Crane Co. v. Westinghouse Air Brake, 419 F.2d 787 (2d Cir. 1969), cert. denied, 400 U.S. 822, 91 S. Ct. 41, 27 L. Ed. 2d 50 (1970). Vine held that a minority shareholder in a "short form" merger (i.e. a merger whereby a corporation owning 95% of the shares of another can merge into the other without the consent of the remaining shareholders) is a "seller" because he can only obtain cash for his shares. Plaintiff argues that she has been made a "forced seller" of her father's stock by virtue of the provisions of the stockholders agreement and his will which required the sale of Oscar Heyman's shares to the corporation. The analogy is unpersuasive. The term "forced seller" is a legal fiction, for the plaintiff in Vine was not a seller at all when he brought suit; the court denominated him a "forced seller" because his shares were utterly worthless unless he sold them. Here the shares in question have already been sold, under circumstances wholly different from those present in Vine. Plaintiff is in essence urging that the "forced seller" exception be broadened to encompass any sale that is "forced" by some external compulsion. I decline to read Vine so expansively, and prefer to regard it as a response to the unique position of a minority stockholder after a short form merger. See Greenstein v. Paul, 400 F.2d 580 (2d Cir. 1968); Hogan v. Teledyne, Inc., 328 F. Supp. 1043 (N.D. Ill. 1971).
Plaintiff's effort to bring this case within the Mutual Shares exception to Birnbaum is equally unconvincing. Mutual Shares Corporation v. Genesco, Inc., 384 F.2d 540 (2d Cir. 1967), held that shareholders had standing under § 10(b) to obtain injunctive relief to prevent controlling persons from depressing the price of a corporation's stock by market manipulation, even though such shareholders had purchased their shares prior to the manipulation and had not yet sold them. The court reasoned that if the S.E.C. could seek to enjoin a continuing manipulative scheme, present shareholders were also "logical plaintiffs" to aid in enforcement of the 1934 Act by seeking such relief.
See also Britt v. Cyril Bath Co., 417 F.2d 433 (6th Cir. 1969); Kahan v. Rosenstiel, 424 F.2d 161 (3d Cir. 1970), cert. denied sub nom. Glen Alden Corp. v. Kahan, 398 U.S. 950, 90 S. Ct. 1870, 26 L. Ed. 2d 290 (1970).
Plaintiff argues that Mutual Shares eliminated the purchaser/seller requirement when injunctive relief is requested and contends that she has standing at least to maintain her claims for equitable relief.
But she fails to recognize that cases such as Kahan and Mutual Shares involved efforts to enjoin continuing deceptive practices where the resultant loss to the stockholders had not yet occurred.
In fact, it has already been held in this district that Mutual Shares, while it permitted a shareholder to seek injunctive relief against a threatened fraud, has no application where the alleged fraudulent exchange has been fully consummated. Berne St. Enterprises, Inc. v. American Export Isbrandtsen Co., CCH Fed. Sec. L. Rep. P92,711 (S.D.N.Y. 1970) (Mansfield, J.). Here, therefore, plaintiff's claim for in-injunctive relief comes too late; the fraud was consummated on August 6, 1970 when Oscar Heyman's shares were resold to the corporation by his Executors. I adopt Judge Mansfield's holding. To rule otherwise would be to suggest that Birnbaum could be discarded whenever a complaint contained some prayer for equitable relief.
Despite plaintiff's failure to accommodate her cause of action to either of these recognized exceptions to Birnbaum, I find that she nonetheless has standing to sue under § 10(b) and Rule 10b-5. I reach this conclusion because, after a careful re-examination of Birnbaum, I am convinced that the instant case is not one to which the strict purchaser/seller limitation is applicable or appropriate. It is first necessary, however, to review that case and to understand what I believe to be the limited nature of its holding.
The facts of Birnbaum, briefly, are these. The plaintiffs, minority shareholders of Newport Steel, had brought suit on behalf of both the corporation and the class of stockholders similarly situated. They alleged that Feldmann, Newport's controlling stockholder, had rejected a favorable merger offer from Follansbee Steel in order to sell his stock to the Wilport Company at a substantial premium. The complaint charged that misrepresentations had been made to Newport shareholders before and after the sale of Feldmann's stock to Wilport and this constituted a fraud in connection with the sale of that stock within the meaning of § 10(b). The District Court and the Court of Appeals rejected this contention and denied plaintiffs standing to sue. The Second Circuit held that § 10(b) and Rule 10b-5 were aimed only at frauds perpetrated upon purchasers or sellers of securities and that they did not embrace breaches of fiduciary duty by corporate insiders resulting in fraud upon those who were not purchasers or sellers.
The purpose of the purchaser/seller requirement announced in Birnbaum is reasonably clear. It was devised to prevent the use of § 10(b) as a vehicle for suits based on mere corporate mismanagement, thus permitting any shareholder to bring a Federal action whenever fraud or self dealing could be alleged. An obvious albeit unstated concern of the Birnbaum court was that the Federal Courts not be buried under an avalanche of litigation by defrauded shareholders, a concern which has frequently been reiterated. For example, in O'Neill v. Maytag, 339 F.2d 764 (2d Cir. 1964), affirming 230 F. Supp. 235 (S.D.N.Y. 1964), Judge Lumbard justified the Birnbaum restriction as follows:
"There may be difficulties in drawing this line where as is alleged here, securities transactions are part of an internal struggle for corporate control. But these difficulties do not justify our treating the section, or rule, as a mandate to inquire into every allegation of breach of fiduciary duty respecting issuance or sale of corporate securities."
I conclude that the policy which Birnbaum serves does not require that I deny this plaintiff standing. It is true, of course, that insofar as she never owned shares of Oscar Heyman and Brothers, she could not be a seller; she is merely the beneficiary of a trust funded by the sale of those shares. Although not the seller, she was one who immediately stood to gain or lose by the sale; it was for her benefit (and that of her brother) that the sale was made. In cases such as Birnbaum and Mutual Shares, it must be remembered, plaintiffs were not only non-sellers; they were not involved, directly or indirectly, in a sale. The sales, in each case, had been concluded between defendants and third parties. Here, plaintiff's connection with the sale is much closer; although plaintiff was not the nominal seller, she was the beneficiary of the sale. That is a nexus missing in the line of cases which follow Birnbaum. In conferring standing on this plaintiff, the court is mindful of the admonition of our Court of Appeals in Crane v. Westinghouse Air Brake, supra, 419 F.2d at 798, that the purchaser/seller requirement be interpreted so that the broad design of the 1934 Act, to prevent inequitable and unfair practices in securities dealings not be frustrated by novel or atypical transactions. I am convinced that conferring standing here furthers the design of § 10(b) in preventing fraud "in connection with" the sale of a security but does no violence to the purpose of Birnbaum, which was to foreclose suits against corporate mismanagement unrelated to securities transactions.
Although this case presents an unusual § 10(b) claim, there is some support for the conclusion I have reached. In Bosche v. Louart Corp., CCH Fed. Sec. L. Rep. P92,231 (N.D. Cal. 1968), plaintiff had purchased shares of a company which he subsequently transferred to a revocable trust of which he was grantor, beneficiary, and trustee. The trust later sold the shares and plaintiff subsequently brought a § 10(b) action against various defendants who had purchased the company's stock. The court held that the existence of the trust did not deprive plaintiff of standing, noting that the trust had been created solely for tax purposes, and that plaintiff retained both the right to receive income on the trust property and the power to withdraw trust property. The court concluded that "it would be exalting form over substance" to hold that the sale by the trust was not plaintiff's sale.
The facts of Bosche are admittedly far more compelling than those of the case at bar: Miss Heyman obviously did not have the control over the stock that Mr. Bosche did. I rather cite Bosche in support of the proposition that in § 10(b) cases courts should not be loath to look behind the legal technicalities of a transaction in order to protect those whose interests the statute was designed to safeguard.
See also Cambridge Capital Corp. v. Northwestern National Bank of Minneapolis, 350 F. Supp. 829 (D. Minn. 1972).
In SEC v. National Securities, Inc., 393 U.S. 453, at 465, 89 S. Ct. 564 at 571, 21 L. Ed. 2d 668 (1969) the Supreme Court warned that in § 10(b) cases "glib generalizations and unthinking abstractions are major occupational hazards." The "purchaser/seller" formula of Birnbaum is often invoked unthinkingly, in apparent disregard of the purpose for which the Birnbaum court employed it. I do not believe that any policy invoked in Birnbaum is violated by conferring standing on this plaintiff, and I therefore hold that she does have standing even though her status does not fit comfortably within the rubric of "seller".
Alternatively, defendants argue that even if there were misrepresentations regarding the value of Oscar Heyman's stock or the fair value of the corporation's inventory, such misrepresentations did not cause or in any way bring about the sale of the stock. They contend that the stockholders' agreement and Oscar Heyman's will required the Executors to sell the stock and the corporation to buy. They point out that Miss Heyman's consent to the sale was not required either by the will or the Shareholders Agreement, and that she was in no respect a party to the allegedly fraudulent sale. Put less delicately, defendants argue that because they possessed the raw power to effect the transaction, any deception resulting in the diminution of Miss Heyman's trust is immaterial. There was no causal connection between the deception and plaintiff's injury, they contend, and such connection is required by § 10(b) and Rule 10b-5.
As authority for the proposition that the deception must be the proximate cause of the injury in a § 10(b) action, defendants rely on the line of cases commencing with Barnett v. Anaconda Co., 238 F. Supp. 766 (S.D.N.Y. 1965). In Barnett, plaintiff alleged that Anaconda, the owner of 73% of the shares of a subsidiary, had engaged in a scheme to deprive plaintiff, a minority shareholder in that subsidiary, of the value of his shares. The essence of the scheme was the issuance of a misleading proxy statement in support of the dissolution of the subsidiary. Under Delaware law only a two-thirds vote was required for approval, and at the stockholders' meeting, Anaconda cast all of its shares for the dissolution. The District Court held that the complaint failed to state a claim under either § 10(b) or § 14(a) of the 1934 Act, noting that Anaconda could have consummated the transaction regardless of the minority's wishes. Hence the alleged deception of the minority was irrelevant in that it did not contribute to the damage which the minority claimed to suffer because of the dissolution.
The Barnett case has been cited frequently. See Hoover v. Allen, 241 F. Supp. 213 (S.D.N.Y. 1965); Robbins v. Banner Industries, 285 F. Supp. 758 (S.D.N.Y. 1966); Adair v. Schneider, 293 F. Supp. 393 (S.D.N.Y. 1968); Weiss v. Sunasco Incorporated, 295 F. Supp. 824 (S.D.N.Y. 1969); Ross v. Longchamps, 336 F. Supp. 434 (E.D. Mo. 1971); Lewis v. Bogin, 337 F. Supp. 331 (S.D.N.Y. 1972). Defendants argue that the principle which Barnett established, i.e. that the deception must be the "but for" cause of the injury, defeats plaintiff's claim in the case at bar.
There is, however, a competing line of authority. Laurenzano v. Einbender, 264 F. Supp. 356 (E.D.N.Y. 1966), is factually indistinguishable from Barnett. The defendants there too promulgated a misleading proxy statement but were able to effect their scheme without the votes of the deceived minority. Judge Dooling refused to follow Barnett, reasoning that "[it] is not . . . to be assumed without evidence that solicitation of proxies was a gratuitous and, therefore, purposeless and legally inert." He further noted that "[such] seemingly pointless approbations have their uses." Laurenzano, too, has a following. See Globus v. Jaroff, 271 F. Supp. 378 (S.D.N.Y. 1967); Weber v. Bartle, 272 F. Supp. 201 (S.D.N.Y. 1967); Swanson v. American Consumer Industries, 415 F.2d 1326 (7th Cir. 1969).
I am unpersuaded by defendants' insistence that Barnett is the law in this court. They must of course concede that this specific question has been left open by the Supreme Court. In Mills v. Electric Autolite, 396 U.S. 375, 90 S. Ct. 616, 24 L. Ed. 2d 593 (1970) at 385, fn. 7, the Court declined to choose between the competing lines of authority represented by Laurenzano and Barnett.11 Because I regard the question as an open one, I choose to follow what I consider the better reasoning of Laurenzano and its progeny.
Laurenzano implicitly holds that the interpretation of "proximate cause" in Barnett is much too narrow, and that minority shareholders have available to them means of opposing even those with the naked strength to consummate a fraudulent transaction. This view was well articulated in a comment highly critical of Barnett, Note "Shareholders' Derivative Suit to Enforce a Corporate Right of Action against Directors under SEC Rule 10b-5", 114 U. Pa. L. R. 578 (1966). Barnett holds that a deception of a minority by a majority is causative only if the fraudulent transaction was preventable by "internal corporate procedures." The author of the Pennsylvania note finds Barnett's distinction between internal and external procedures insupportable; he argues that "[it] is probable that defendant directors in Barnett tried to deceive the minority, whose votes they did not need, to keep them from contesting their acts, which the court assumed to be illegal under state law." Judge Dooling and the author of the Pennsylvania note thus reached similar conclusions about Barnett ; the potential victim of a fraudulent transaction may have recourse to measures other than the casting of proxies, and the Barnett court failed to consider such measures.
The applicability of a more expansive view of causation to the case at bar is clear. Miss Heyman, to be sure, was not a party to the resale of her father's shares, and could not have prevented the transaction merely by withholding her consent. However, there may have been other avenues available to her. Furthermore, the function of Miss Heyman's acquiescence in the transaction is far from clear on the record before me. Although defendants now argue that her consent was mere window dressing, the complaint portrays them as aching for it. For instance, at the time of the transaction, defendants were sufficiently concerned to awaken Miss Heyman abruptly one morning and order her to the corporation's offices without any prior notice. She was there "exhorted to sign at once." (Complaint, pp. 6-7). Why this unseemly haste if her consent was as irrelevant as defendants now allege? The papers before me do not even hint at an answer; they recall Judge Dooling's observation, made in a different context, that "[such] seemingly pointless approbations have their uses." Laurenzano v. Einbender, supra, 264 F. Supp. at 361.
There is yet another reason for rejecting the defendants' argument that deception must be a proximate cause of the injury for liability to attach under § 10(b). One recent commentator
has suggested that Bankers Life effectively overrules the Barnett line of cases. The Court there held that invocation of § 10(b) in cases of fraud against a corporation need not be conditioned on a showing that shareholders or directors have been deceived; the statute can be invoked as long as there are corporate creditors deceived by the plot. Bankers Life, supra 404 U.S. at p. 12, 92 S. Ct. 165. Such parties were no more capable of preventing the Manhattan bond sale than Miss Heyman was of blocking the resale of her father's stock. The Court by implication rejected the argument that the possession of power to effect a transaction insulates the perpetrators against subsequent charges of fraud. Because the Court did not dwell on this point, and did not even refer to the Barnett line of cases, one cannot be confident that it intended to repudiate them. It is however reasonably clear that Bankers Life comes down on the side of the broader view of causation that I have adopted.
Defendants finally urge that the complaint be dismissed because it fails to allege that any means or instrumentality of interstate commerce was used in connection with the alleged fraudulent transaction. This argument attempts to exploit a certain imprecision in the pleading,
whereby plaintiff failed to allege with adequate specificity that the instrumentalities of interstate commerce were used. Plaintiff in return submits an affidavit of one of her attorneys, characterized as "in the nature of a bill of particulars", alleging other instances in which the telephone or the mails were used by defendants in furtherance of the fraud. The affidavit also states that plaintiff is prepared to amend the complaint to incorporate the allegations of the affidavit. In their reply memorandum, defendants argue that (a) the phone conversations set forth in the affidavit were intrastate; and (b) they did not play a "material" role in the transaction.
Defendants' first argument has been frequently made and rejected with comparable frequency. It has been pointed out, for example, that in § 10(b) "instrumentality" is modified by the phrase " of interstate commerce", not " in interstate commerce", and therefore intrastate telephone calls are sufficient to confer jurisdiction. Ingraffia v. Belle Meade Hospital, 319 F. Supp. 537 (E.D. La. 1970). This is the view of the vast majority of courts who have passed on the question. See Levin v. Marder, 343 F. Supp. 1050 (W.D. Pa. 1972); Myzel v. Fields, 386 F.2d 718 (8th Cir. 1967), cert. denied 390 U.S. 951, 88 S. Ct. 1043, 19 L. Ed. 2d 1143 (1968); Bredehoeft v. Cornell, 260 F. Supp. 557 (D. Or. 1966); Nemitz v. Cunny, 221 F. Supp. 571 (N.D. Ill. 1963); Lennerth v. Mendenhall, 234 F. Supp. 59 (N.D. Ohio 1964); Hooper v. Mountain States Securities Corp., 282 F.2d 195 (5th Cir. 1960), cert. denied, 365 U.S. 814, 81 S. Ct. 695, 5 L. Ed. 2d 693 (1961); Lawrence v. SEC, 398 F.2d 276 (1st Cir. 1968); 6 Loss 3747-8. Per contra, Burke v. Triple A Machine Shop, 438 F.2d 978 (9th Cir. 1971); Rosen v. Albern Color Research, 218 F. Supp. 473 (E.D. Pa. 1963).
As to the second of defendants' arguments, it is well settled that the fraud itself need not be transmitted through the jurisdictional means. All that is necessary is that the designated means be used in some phase of the transaction, which need not be the part in which the fraud occurs. See Levin v. Marder, supra; Matheson v. Armbrust, 284 F.2d 670 (9th Cir. 1960), cert. denied, 365 U.S. 870, 81 S. Ct. 904, 5 L. Ed. 2d 860 (1961); Ellis v. Carter, 291 F.2d 270 (9th Cir. 1961); Creswell-keith, Inc. v. Willingham, 264 F.2d 76 (8th Cir. 1959); Blackwell v. Bentsen, 203 F.2d 690 (5th Cir. 1953); Fratt v. Robinson, 203 F.2d 627 (9th Cir. 1953); Kane v. Central American Mining and Oil, 235 F. Supp. 559 (S.D.N.Y. 1964); U.S. v. Robertson, 181 F. Supp. 158 (S.D.N.Y. 1959); 3 Loss 1519-1528; 2 Bromberg § 11.2 pp. 245-6.
Even assuming that the pleadings are technically defective in failing to allege with specificity the use of instrumentalities of interstate commerce, dismissal on that ground would be unwarranted. A similar argument for dismissal was, for example, rejected by Judge Palmieri in Filmways, Inc. v. Artistic Liquidating Corp., CCH Fed. Sec. L. Rep. P92,332 (S.D.N.Y. 1969). He noted that the many pretrial techniques of discovery and inspection would afford a sufficient opportunity to ascertain the extent of the use of the telephone and the mails and concluded, as I do here, that the plaintiffs' failure to set out with precision defendants' use of these instrumentalities is a defect easily remedied and one which should not bar their suit.
Because of my ruling on the motion to dismiss the § 10(b) claim, it is clear that defendants' motion to dismiss the claim under § 20(a) of the 1934 Act, 15 U.S.C. § 78t(a),
must also be denied. That statute imposes liability on any one who controls another person found liable under other provisions of the Act, here, § 10(b). Defendants, however, do not rely solely on the legal insufficiency of the § 10(b) claim in arguing that the § 20(a) claim should be dismissed. They contend further that those directors of the corporation named in the complaint but not mentioned as participating actively in the scheme should be entitled to a defense of good faith. I make no ruling on this contention here except to note that this is obviously a factual argument which is inappropriate in a Rule 12(b) motion, which tests only the legal sufficiency of the complaint.
For all of the reasons herein stated, the motion of defendants to dismiss the complaint for lack of subject matter jurisdiction and for failure to state a cause of action is hereby denied.
It is so ordered.
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Discover traditional China, visiting remote
places including Datong, Pingyao, Luoyang
and the Shaolin temple.
View more climate information & imperial units
Overnight flight from London to Beijing with
British Airways. (N)
Arrive and transfer to the Hotel Cote Cour for 3
nights. Take a hutong tour by rickshaw. (N)
Visit Tiananmen Square, the Forbidden City and
the Temple of Heaven. (B)
Tour the Great Wall of China at Jinshanling. (B, L)
Morning visit to the Imperial Summer Palace.
Train to Datong. Stay 2 nights at the Datong
Hotel. (B, L)
Visit the Great Wall at Desheng Bao and the
Yungang caves. (B, L)
Drive to Pingyao via the Hanging Monastery and
Yingxian wooden pagoda. Stay 2 nights at Yun
Jin Cheng Hotel. (B, L)
Guided walking tour of Pingyao's ancient centre. (B)
Drive to Taiyuan via Shuanglin temple and Qiao
family manor. Overnight at the Yu Yuan Hotel and
visit Shanxi Museum. (B, L)
Fly to Xian. Visit the Muslim quarter, Grand Mosque,
Bell and Drum Towers, and the city walls. Stay 2
nights at the Grand New World Hotel Xian. (B)
Tour the Terracotta Warriors, Forest of Steles
and the Shaanxi History Museum. Evening Tang
dynasty music performance. (B, L, D)
Train to Luoyang. Visit the Longmen grottoes. Overnight at the Holiday Inn Express Luoyang
Hotel (B)
Kung Fu demonstration at Shaolin temple, then
fly to Shanghai. Stay at the Central Hotel for 2
nights. (B, L)
Morning Shanghai tour. (B)
Fly to London. (B)
(B) = Breakfast, (L) = Lunch, (D) = Dinner, (N) = No Meals
The Grand New World Hotel Xian is a 4-star hotel located within the ancient city walls of Xian. It has 476 well-decorated rooms and suites. Dining options include the Coffee Shop which serves international cuisines and Dynasty Restaurant which offers a Cantonese menu. The hotel also has an indoor swimming pool, a fitness centre and a tennis...
Read more
Hotel Cote Cour Beijing is located in the hutong district of old Beijing, convenient for exploring the sites of the city. This traditional courtyard house traditionally served as the home for dancers and musicians of the imperial courts. It has since been lovingly restored to become a boutique hotel with 14 well-appointed rooms and combines traditional Chinese architecture and design with modern amenities and...
TheCentral Hotel towers over the heart of Shanghai, adjacent to Century Square on the pedestrianised section of Nanjing Road, famed for its shopping and entertainment. The 317 spacious guestrooms are furnished in an elegant style, and come well equipped with a host of conveniences including bathroom with bath and shower, hairdryer, air conditioning, internet access, tea and coffee facilities and international television. The hotel has a choice of restaurants and bars, and a fitness centre with sauna and beauty...
The Datong Hotel is a centrally located 3-star hotel, with 221 rooms and suites decorated in a contemporary style. Rooms have small balconies, satellite television and in-room safes. Hotel facilities include a fitness cente, restaurant and swimming pool. Wireless internet access is available in all public...
The Yun Jin Cheng Hotel is located on the Ming and Qing Street in the heart of Pingyao, making it the ideal base from which to explore this 3,000-year-old city. The 60 elegant rooms and suites are decorated with traditional Chinese furniture and Chinese works of art, and are set in 18 courtyards. It is part of a group, which consists of the International Financier Club, the Yuantaichang Cloth Shop and the Yun Jin Cheng...
Regional air connections are available from within the UK. Please contact your travel consultant for current prices from your nearest city.
We can also arrange flights from overseas, simply give us a call to find out more.
If you choose to take the tour without flights arranged through Cox & Kings, please contact one of our travel consultants prior to booking the flights to ensure that you are aware of the tour timings and all the implications of not booking through us. We strongly advise you not to book flights independently of Cox & Kings if significant charges would apply in case of cancellation.
Flight details may be subject to change prior to departure.
This tour can be booked / reserved online by clicking on one of the coloured links below.
CAH2016: 13 Nights
Beijing is a modern and fashionable city whose cityscape is changing almost daily....
Pingyao is the best-preserved historic town in the region populated by the Han ethnic...
Shanghai has in recent years become one of the world's most dynamic cities, which can be...
Xian rests in Shaanxi province and is one of the oldest settled parts of China. The city...


text:
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text: The right player combined with taken care of records, the crakle should be minimal to none. Proveded you spend way to much for the average joe for an audiophile set up. As I said before vinyl will win, but the affordablilty and decent quality of good CDs, and the advent of SACDs, and DVD audio. It really will not be worth the price for the added quality of audio. -------------- Original message -------------- From: "Christopher Stamper" <christopherstamper at gmail.com> I've never even seen a vinyl or whatever else. So I have no idea what your talking about. But if it has ANY crackles at all, I think I would hate it. Everyone always says it sounds good, but I think I just heard enough... :-) On Feb 16, 2008 9:55 AM, Pietro Bergamo <bergamopietro at yahoo.com.br> wrote: Dave Ricketzz <boontooz at yahoo.com> >A 45 RPM 12" single is hard to beat. Yes, in dynamics and frequency response in ideal conditions. But honestly the crackles do annoy me and since I rarely have an absolutely silent room with a perfect system, I think I prefer digital formats. At least I don't have and aleatory percussionist playing along with the music. :^) Abra sua conta no Yahoo! Mail, o único sem limite de espaço para armazenamento! -- Ubuntu-Studio-users mailing list Ubuntu-Studio-users at lists.ubuntu.com Modify settings or unsubscribe at: https://lists.ubuntu.com/mailman/listinfo/ubuntu-studio-users -- Christopher Stamper christopherstamper at gmail.com http://tinyurl.com/2ooncg Skype: cdstamper -------------- next part -------------- An HTML attachment was scrubbed... URL: https://lists.ubuntu.com/archives/ubuntu-studio-users/attachments/20080216/87bfec4c/attachment.htm -------------- next part -------------- An embedded message was scrubbed... From: "Christopher Stamper" <christopherstamper at gmail.com> Subject: Re: Yet another Vinyl vs. CD/Digital debate Date: Sat, 16 Feb 2008 15:00:57 +0000 Size: 757 Url: https://lists.ubuntu.com/archives/ubuntu-studio-users/attachments/20080216/87bfec4c/attachment.eml


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text: Fall/Winter 2016 collections of ballerinas follow international trends. There's no shortage of burgundy or ankle strap ballerinas. There are also some traditional, minimalistic versions of famous projects – embellished with a branded plate or a girlish bow. Leather and suede leather are in the lead. Fall 2016 marks a great comeback of patent leather ballerinas – only they can give so much chic and charm to everyday outfits. Ballerinas are basic element of every woman's wardrobe – associated mainly with Parisian chic, they work wonders in most amazing fashion.


text: I'm after a 28" widescreen to replace my frustratingly poor 21" Toshiba, and while almost all the sets I've seen have been more than satisfactory in terms of picture quality, the constant high-pitched buzz that plagues my Toshiba seems to be unavoidable. I've seen some people mentioning that one of the main advantages offered by 100Hz TVs (and I'm really not at all bothered by 50Hz flicker) is the comparative lack of noise emitted by the componentry, but others sem to be of the opinion that 100Hz TVs are worse than 50Hz in this respect. So which is true, or are they both as bad as each other? I don't really want to spend the extra on a 100Hz set as even the basic entry-level 50Hz ones cost more than I'd like them to, but if it largely eliminates buzzing - which is undoubtedly the largest flaw I've identified in anything but the worst CRTs (such as my current one) - then I suppose it might be worth it in the long run. Any advice appreciated.


text:
Mighty Monty
By (author) Johanna Hurwitz
Illustrated by Anik McGrory
Format: Hardback
Normal Price: $31.40
Your Price: $28.26 AUD, inc. GST
Shipping: $7.95 per order
You Save: $3.14! (10% off normal price)
Plus...earn $1.41 in Boomerang Bucks
Availability: Available, ships in 8-11 days
Mighty Monty by Johanna Hurwitz
Book DescriptionThis is a warm and funny follow-up to "Mostly Monty", continuing the adventures of a young boy with asthma. Montgomery Gerald Morris sounds like the name of a mighty and important person, but it's actually the name of a quiet first-grader known to his family and classmates as 'Monty'. Monty may be small and shy, but he's also a mighty smart kid who, despite his asthma, always finds his own way of doing things.
Buy Mighty Monty book by Johanna Hurwitz from Australia's Online Bookstore, Boomerang Books.
Book DetailsISBN: 9780763629779
(209mm x 139mm x 15mm)
Pages: 112
Imprint: Candlewick Press,U.S.
Publisher: Candlewick Press,U.S.
Publish Date: 1-Dec-2008
Country of Publication: United States
Other Editions...
Books By Author Johanna Hurwitz
Astrid Lindgren, Paperback (May 2016)
Chronicles the life of the Swedish storyteller, discussing her unplanned development as an author and the creation of her beloved carrot-topped heroine, Pippi Longstocking.
Anne Frank, Paperback (April 2014)
Anne Frank loved to play tennis and swim. She enjoyed being with her friends in school and couldn't resist chattering during class. But, tragically, Anne was growing up in Holland during the Second World War, when all European Jews lived in grave danger. When Dutch Jews were forced to leave their homes, Anne and her family found a hiding place.
Two and Only Kelly Twins, Hardback (January 2014)» View all books by Johanna Hurwitz
Second-graders Arlene and Ilene Kelly are twinsNidentical twins to be exactNand they love being a pair. But being a twin is not always easy. When a set of triplets comes to school, Arlene and Ilene wonder whether triplets are more special than twins. Illustrations.
US Kirkus Review » In an interconnected set of short stories, first-grader Monty Morris acquires a huge collection of old magazines, takes part in a class play, makes an outdoor birthday party special, begins karate lessons and successfully performs in an exhibition. Monty's worries about his asthma underlie all he does, and the effect of these stories is gently reassuring: He hasn't had an attack in some time and these new activities don't bring one on. He even performs in a karate uniform without a pocket for his inhaler. Hurwitz also recognizes and deals with the first grader's predictable stage fright. In the background, Monty's gentle and affectionate parents reflect the tone of this warm collection, just right for able first-grade readers like Monty. Soft pencil drawings by McGrory (most not seen) will be interspersed throughout. Readers of Mostly Monty (2007) will appreciate the boy's growing self-confidence (and, in particular, his father's encouragement as he tries new things), but this title stands on its own. (Fiction. 5-8) (Kirkus Reviews)
» Have you read this book? We'd like to know what you think about it - write a review about Mighty Monty book by Johanna Hurwitz and you'll earn 50c in Boomerang Bucks loyalty dollars (you must be a member - it's free to sign up!)
Author Biography - Johanna Hurwitz
Johanna Hurwitz is a former children's librarian and the author of many popular books for young readers, including Class Clown and Russell Sprouts. She divides the year between Long Island, New York and Wilmington, Vermont. Anik McGrory has illustrated several books for children including the first book about Monty, Mostly Monty, as well as You See a Circus, I See... by Michael C. Downs and Kidogo, which she both wrote and illustrated. She lives in Tarrytown, New York.
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5 Online Mistakes to Avoid as a Small Business
19 Sep 2016
As a small business owner, you're busy. You're juggling many different responsibilities, and it can be challenging to focus on the right thing at the right time. It's no surprise...Read More
Market Your Small Business Using Out-of-the-Box Strategies
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If you're ranking the importance of documents you need to successfully start and grow a business, your marketing plan is up near the top of the list. And yet, newbie...Read More
Brand Development: Splicing the Impulse Gene
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I recently heard a talk by Kodi Foster, Viacom's VP of Data Strategy, as part of PSFK's "Future of Advertising" conference series. It was all about how Viacom is rethinking data mapping...Read More
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Running a trade show booth might be costly for your company, but it's one of the best ways that you can reach new customers and promote your brand in a...Read More
Improve Your Marketing with Culture Clues
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The Peter Mayer advertising agency in New Orleans specializes in work for brands that have a strong cultural resonance, often Louisiana-based companies that are closely associated with the local community...Read More
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Many entrepreneurs get wrapped around the axle when it comes to marketing. They assume it's over their heads, and therefore simply leave it alone. But take it from me: marketing...Read More
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text:
|Publication number
|Publication type
|Application number
|Publication date
|Jan 31, 2012
|Filing date
|Sep 28, 2007
|Priority date
|Oct 2, 2006
|Fee status
|Also published as
|Publication number
|Jeffrey Pote, Gregory Payonk, Nikiforos Kollias, Dick Jackson
|Original Assignee
|Johnson & Johnson Consumer Companies, Inc.
|Export Citation
|BiBTeX, EndNote, RefMan
|Patent Citations (33), Non-Patent Citations (6), Referenced by (5), Classifications (19), Legal Events (4)
|External Links: USPTO, USPTO Assignment, Espacenet
This application claims the benefit of U.S. Provisional Patent Application Ser. No. 60/848,707 filed Oct. 2, 2006, the disclosure of which is incorporated herein by reference in its entirety.
The present invention relates to an apparatus and method for calibrating skin imaging systems, and more particularly, for calibrating skin imaging systems in which the skin is photographed under UV and/or blue light resulting in a fluorescent image.
Various imaging systems have been proposed that photographically capture images of a person's face for analysis of the health and aesthetic appearance of the skin. Different images, captured at different times or under different lighting conditions can be used and/or compared to one another to gain insight into the condition of the skin and its response to treatment. This was typically done by human operators inspecting the photographs to identify certain visual indicators of skin condition and to ascertain changes between photographs. When the skin is photographed under an illuminating light, such as a flash or strobe light, the light intensity and wavelength of the light can vary from one photograph to another. Environmental lighting conditions can also lead to variations in illuminating light. Variations in illuminating light can result in variations in the digital images captured which are not attributable to skin condition changes, thereby lessening the probative value of digital imaging analysis.
The problems and disadvantages associated with conventional apparatus used in digital skin imaging are overcome by a fluorescence standard for identifying variations in illumination during imaging conducted at a plurality of times, which includes a fluorescent object that fluoresces in response to light in the approximate wavelength range of 375 nm to 430 nm. The fluorescent object has two areas with different fluorescent response. In accordance with a method of the present invention, variations in illumination during imaging with a camera are detected by placing a fluorescent object, which fluoresces in response to light in the approximate wavelength range of 375 nm to 430 nm before the camera. A first image of the fluorescent object is captured with light in the approximate wavelength range of 375 nm to 430 nm. A second image of the fluorescent object is captured with light in the approximate wavelength range of 375 nm to 430 nm. The fluorescent response of the fluorescent object in the first image is then compared to the fluorescent response of the fluorescent object in the second image.
Other aspects, features and advantages of the present invention will be apparent from the detailed description of the invention that follows.
The present invention includes an apparatus and method for calibration of a skin imaging station. The calibration apparatus includes a fluorescence standard with a first layer made of material having fluorescent properties similar to that of skin when exposed to UV and/or blue light. Additional layers made of translucent material that partially overlay the first layer attenuate the fluorescence intensity of the first layer producing a multi-step calibration standard.
In accordance with a method of the present invention, the calibration standard is positioned proximate the subject's face, is photographed with the subject and appears in the same photographic image. On taking a UV or blue fluorescence photograph, the different portions of the calibration standard having different numbers of layers absorb the UV and/or blue light and fluoresce at different, known levels, providing multiple fluorescence standards for calibration. A plurality of digital images are recorded for comparison to each other, each recording the fluorescence intensity for the subject's face and for the standard. The fluorescence values attributable to the standard are compared in subsequent digital images to determine if a variation in intensity has occurred, signaling a variation in illumination brightness. A software routine determines the location of the fluorescence standards in the image. If the light intensity of the illuminating light is determined to have varied, the image may be recaptured by taking another photograph. The illumination intensity may be adjusted prior to taking the replacement image or the photographer may correct environmental factors that led to the variation. Alternatively, the software may adjust the display intensity of the image by adjusting the pixel intensity values to compensate for the variation in illumination intensity.
One technique described in the above referenced applications involves taking a blue fluorescence photograph of a subject's skin to illuminate and reveal skin conditions such as acne and "horns" (i.e., mixtures of sebaceous lipids, keratinocytes, and possibly sebocytes impacted in open comedones and blackheads on the skin) by producing bright images of the distribution of coproporphyrin, a substance associated with these conditions. By using substantially only blue light (i.e., light having a wavelength ranging from about 375 to about 430 nm), the fluorescence emission of coproporphyrin is maximized. Excitation in the blue region of the spectrum therefore yields bright fluorescence emission images of the distribution of horns.
Blue fluorescence photography typically uses filters having a very narrow bandwidth, and the resulting attenuation requires the use of high-intensity light sources (e.g., flashes). However, high intensity light sources are prone to fluctuations in intensity and color temperature, which may result in inconsistent images. These inconsistencies may also result from slight fluctuations of the power source or environmental factors, such as accidental light exposure from another source (e.g., outside light from opening the door of the room in which the subject is being imaged). Such inconsistencies may appear in successive photographs taken of the subject, if the light intensity of the flash varies between the taking two or more photographs. As a result, images of a subject's skin that are not taken under substantially identical lighting conditions may vary, which adversely affects the quality and/or consistency of the images obtained and compromises the information gleaned therefrom. Therefore, there is a need for a fluorescence standard to aid in interpreting each photograph, to compare light intensity levels of successively-taken photographs, to adjust for varying incident light intensity and to provide a standard reference for calibration.
As shall be apparent from the following, the present invention could be utilized to calibrate other imaging systems, but the referenced system may be used to illustrate the present invention. The skin imaging station 10 has a chin rest 14 for supporting a subject S's chin during the imaging process. A camera 16 is mounted in imaging station 10 across from the chin rest 14 and the subject S. The distance between chin rest 14 and the front end of the lens of camera 16 and the camera zoom setting is adjusted so that the subject S's face substantially fills the "frame" of camera 16, the chin rest 14 positioning the subject in a consistent orientation and distance from the camera 16. One or more blue flash units 18 a (only one of which is shown, for the sake of clarity), which are used for blue fluorescent photography, are mounted in the imaging station 10 to illuminate the face of the subject S. A blue filter 18 b is placed in front of each blue flash unit 18 a. A power pack (not shown) is provided to power blue flash units 18 a. Blue flash unit 18 a is directed toward the center of the subject S's face. Other flash units, and their associated filters and power packs, may also be mounted in the imaging station 10 for standard and other types of photography (see U.S. Publication No. 2005/0195316).
Still referring to
Now referring to
Both of the images 34 a and 34 b are formed by two-dimensional matrices of pixels. Every pixel occupies a unique (X,Y) location in a matrix and has an intensity value. In each of
When a series of successive photographic images such as 34 a and 34 b is taken of a subject S, fluctuations in illumination (flash) light intensity described above may occur between the times T1 and T2, resulting in different light intensity values for the pixels in the areas representative of the standard 26, e.g., at (X1, Y1), as well as the subject S's skin, e.g., at (X2Y2). Varying light intensity of pixels representative of the standard 26 is an indicator that the illumination light has varied. Accordingly, one of the aspects of the present invention is to identify the situation where the illumination light intensity has varied between at least two digital images taken in such varying illumination light. Without the use of the standard, it would not be possible to attribute the difference in light intensity values between one or more pixels, e.g., at (X2, Y2) in successive images of the skin (e.g., 34 a and 34 b) to such illuminating light fluctuations, or to varying skin conditions exhibited by the subject S at times T1 and T2.
In order to discern intensity variations in the image area corresponding to the standard 26, that area in the images, e.g., 34 a, 34 b must be identified/isolated so that the intensity values of the correct pixels can be identified. This may be done by assigning a pre-determined region of the image to the standard 26. More particularly, if the focus setting and orientation of the camera 16 remains fixed, then the standard 26 will appear in the same areas of each image taken, such that the image area corresponding to the standard 26 (and subparts 28, 30, 32) can be empirically determined and remains constant. Alternatively, the image can be scanned (entirely or a subset of pixels, e.g., one of every 50 pixels) to test for repeating intensity values in the form of a rectangle (having a rectangular shape). In the case of a multipart standard 26, like that shown in
Having located the pixels representing the standard 26 in the images 34 a, 34 b, the light intensity values of corresponding pixels, e.g., (X1, Y1, T1) and (X1, Y1, T2) can be compared. Subtracting one intensity value, e.g., at (X1, Y1, T1) from the other, e.g., at (X1, Y1, T2) yields a number representing the quantified difference in intensity between the pixels. Alternatively, more sophisticated analyses of the intensity differences between the images can be effected that are non-linear, e.g., gamma curves or conversion into alternate colorspaces, particularly for large differentials. In conducting numerical analysis of digital images, e.g., 34 a, 34 b, it is frequently beneficial to convert the image from RGB format to L*a*b* format in order to simplify the mathematics and gain greater insight into the color composition and brightness of the images.
Given the identification (and quantification) of illumination light variation between images taken at different times, as determined by the present invention, optional remedial steps maybe taken: (i) correct the environmental conditions of the imaging, e.g., instructing an operator to eliminate extraneous environmental lighting input, e.g., from an open door or shade, repositioning the subject, etc. (ii) adjust/correct the source of illumination, e.g., the light 18 a, e.g., by repositioning it, replacing it with another or electronically adjusting its output, e.g., by adjusting the voltage input to the light; or (iii) normalizing the relevant image by adjusting the intensity values of all pixels in the image relative to the image selected as the reference image, e.g., globally adding or subtracting the quantified intensity difference identified by comparing the difference in intensity attributable to the portion of the images representing the standard 26 (and saving the normalized/corrected image for comparison). For example, if the image intensity of a second image is less than a first image by a value of "5" (due to a variation in illumination intensity as determined by the image intensity of the standard 26 appearing in each image) then the second image can be normalized to the first by adding "5" to the pixel intensity of all pixels in the second image. Alternatively, more sophisticated analyses of the intensity differences between the images can be effected that are non-linear, e.g., gamma curves or conversion into alternate colorspaces, particularly for large differentials. With respect to the first two options, i.e., adjusting the environment or the illuminating light, the image with variations is discounted and a new image is taken. With the third option of adjusting intensity values, the image need not be retaken.
It should be appreciated that the process of normalizing can be conducted with reference to the standard 26 image intensity values taken from any arbitrary image, e.g., 34 a or 34 b, since the process of adjustment is relative, and that the process of normalization can be conducted for any number of images ranging from 1 to any number N. The normalized image(s) may then be displayed or stored with other images in the computer memory or a file.
It should be understood that the embodiment of
|Cited Patent
|Filing date
|Publication date
|Mar 5, 1975
|Jul 20, 1976
|Eastman Kodak Company
|Color imaging array
|Apr 13, 1989
|May 14, 1991
|Vanguard Imaging Ltd.
|Apparatus and method for monitoring visually accessible surfaces of the body
|Feb 9, 1996
|Apr 21, 1998
|The Board Of Regents Of The University Of Oklahoma
|Cell analysis method using quantitative fluorescence image analysis
|Jun 7, 1995
|Jul 7, 1998
|Hologic, Inc.
|Single/dual-energy x-ray densitometry scanning, including operator selected scanning sequences
|Apr 22, 1998
|Sep 26, 2000
|University Of Pittsburgh
|Contour replicating and measuring device
|Feb 27, 1998
|Mar 27, 2001
|Electro-Optical Sciences, Inc.
|Systems and methods for the multispectral imaging and characterization of skin tissue
|Dec 27, 1999
|Jan 31, 2006
|Polartechnics Limited
|System and method for examining, recording and analyzing dermatological conditions
|Apr 27, 2007
|Nov 16, 2010
|The Board Of Trustees Of The Leland Stanford Junior University
|Method and apparatus for quantitative and comparative analysis of image intensities in radiographs
|Feb 6, 2002
|Sep 19, 2002
|William Apruzzese
|Layered calibration standard for tissue sampling
|Aug 20, 2002
|Mar 6, 2003
|The General Hospital Corporation
|Phototherapy methods and systems
|Aug 28, 2002
|Apr 10, 2003
|Device and method for acquiring an image of a portion of the human body
|Nov 8, 2001
|May 8, 2003
|Nikiforos Kollias
|Method of taking polarized images of the skin and the use thereof
|Nov 8, 2001
|May 8, 2003
|Kenneth Merola
|Method of promoting skin care products
|Nov 6, 2002
|Jul 24, 2003
|Kenneth Merola
|Method of promoting skin care products
|Feb 21, 2003
|Jul 1, 2004
|Unilever Home & Personal Care Usa, Division Of Conopco, Inc.
|Skin diagnostic imaging method and apparatus
|Nov 8, 2001
|Jul 29, 2004
|Nikiforos Kollias
|Method of taking images of the skin using blue light and the use thereof
|Mar 20, 2002
|Oct 7, 2004
|Eugen Ermantraut
|Device for referencing fluorescence signals
|Jun 12, 2003
|Dec 16, 2004
|Eastman Kodak Company
|Dental color imaging system
|Apr 7, 2004
|Feb 10, 2005
|Byungjo Jung
|Method and apparatus for characterization of chromophore content and distribution in skin using cross-polarized diffuse reflectance imaging
|Oct 29, 2004
|Sep 8, 2005
|Ethicon, Inc.
|Apparatus for and method of taking and viewing images of the skin
|Mar 26, 2004
|Sep 29, 2005
|Fox John S
|Fluorescent image calibration step wedge, and use thereof in illumination for fluorescent imaging and automatic exposure
|Aug 27, 2004
|Dec 22, 2005
|Chroma Vision Medical Systems, Inc.
|Automated slide staining apparatus
|Jun 29, 2004
|Dec 29, 2005
|Molecular Devices Corporation
|Fluorescence validation plate
|Apr 16, 2004
|Jan 19, 2006
|Medispectra, Inc.
|Systems for identifying, displaying, marking, and treating suspect regions of tissue
|Dec 10, 2003
|Mar 23, 2006
|Commissariat A L'energie Atomique
|Standard micro-component for calibrating or standardizing fluorescence measuring instruments and biochip comprising same
|Jun 29, 2005
|May 4, 2006
|Johnson & Johnson Consumer Companies, Inc.
|Skin Imaging system with probe
|Mar 18, 2005
|Sep 21, 2006
|Uvp Inc.
|Luminescent calibration
|Sep 21, 2005
|Feb 14, 2008
|Peter Westphal
|Reference Member for Fluorescence Measurements, and Method for the Production Thereof
|Mar 13, 1954
|Apr 24, 1958
|Gossen & Co Gmbh P
|Sep 30, 2004
|Apr 13, 2006
|Carl Zeiss Jena Gmbh
|Referenzkörper für Fluoreszenzmessungen und Verfahren zur Herstellung desselben
|May 9, 1994
|Nov 15, 1995
|Chromatics Color Sciences International, Inc.
|Method and instrument for selecting personal compatible colors
|Jun 10, 1997
|Dec 18, 1997
|J.M.I. Ltd.
|Dermal diagnostic analysis system and method
|Nov 9, 2000
|May 25, 2001
|Polartechnics Limited
|System and method for examining, recording and analysing dermatological conditions
|Barel, et al., "The Visi-Chroma VC-100®; A New Imaging Colorimeter for Dermatocosmetic Research", Skin Research and Technology, 7, 2001, pp. 24-31.
|Barel, et al., "The Visi—Chroma VC-100®; A New Imaging Colorimeter for Dermatocosmetic Research", Skin Research and Technology, 7, 2001, pp. 24-31.
|European Examination Report mailed Mar. 23, 2010, issued in connection with European Patent Application No. 07843581.5 (4 pages).
|International Search Report of the International Searching Authority mailed Oct. 24, 2008, issued in connection with International Patent Application No. PCT/US07/80037 (3 pages).
|U.S. Appl. No. 12/201,044 entitled "Imaging Standard Apparatus and Method", filed Aug. 29, 2008 (50 pages).
|Written Opinion of the International Searching Authority mailed Oct. 24, 2008, issued in connection with International Patent Application No. PCT/US07/80037 (5 pages).
|Citing Patent
|Filing date
|Publication date
|Aug 29, 2008
|May 29, 2012
|Johnson & Johnson Consumer Companies, Inc.
|Imaging standard apparatus and method
|Feb 24, 2010
|Nov 27, 2012
|Access Business Group International Llc
|Apparatus and method for correcting digital color photographs
|May 20, 2009
|May 26, 2015
|University Health Network
|Device and method for wound imaging and monitoring
|Aug 29, 2008
|Mar 5, 2009
|Nikiforos Kollias
|Imaging Standard Apparatus and Method
|Feb 24, 2010
|Aug 26, 2010
|Di Qu
|Skin Color Measurement
|U.S. Classification
|International Classification
|Cooperative Classification
|European Classification
|Nov 26, 2007
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text:
All Entries Tagged With: "Rage Against The Machine"
Photo Gallery – Prophets Of Rage @ HCA
Tom Morello, Chuck D. and crew carpet bombed the Hollywood Casino Amphitheater with music…
ilentertainer | Sep 05, 2016 | Comments 0
Stage Buzz – Live Review: Smashing Pumpkins
The "new for 2015" version of the Smashing Pumpkins impressed at Pilsen's Thalia Hall
ilentertainer | Nov 28, 2014 | Comments 1
Cover Story: Tom Morello
International Man Of Solidarity Tom Morello is not getting Audioslave back together. We want to get that out of the way first, because just about every other project you could associate him with is live.
ilentertainer | Aug 31, 2011 | Comments 1


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Grass Edgers
Home > Home Depot > Home & Garden > Lawn & Garden > Outdoor Power Equipment > Grass Edgers
ECHO Lawn Equipment Parts Edger Attachment for SRM Trimmer 99944230001 - ECHO
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"You become about as exciting as your food blender. The kids come in, look you in the eye, and ask if anybody's home."
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Towheaded gives a head to a banana
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text: Middle School Mathematics 5 points Previous question Next question Sarah is twice as old as John. Six years ago Sarah was four times as old as John was then. In years, how old is John now? (A) 3 (B) 9 (C) 18 (D) 20 1 Ask for details Follow Report by BernardaRumore 05/30/2014 Log in to add a comment


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Vt. spending $324M on road projectsApril 22,2013BURLINGTON The Vermont Agency of Transportation said it has budgeted about $324 million on transportation projects this construction season thats now getting under way.
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Wildenberg's Evergreen Hotel, Bar and Mobile Home Park succumbs to foreclosure after 67 years of providing residents with inexpensive housing in a friendly environment.
Today's Paper, also known as the e-Edition, is an online replica of the printed newspaper. You can view today's paper or previous issues.
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- Location:
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- Model:
- Omega 18
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NEWARK - Newark Mayor Ras Baraka delivered his first State of the City address Tuesday evening and some are saying it was a fiery speech.
During the address, Mayor Baraka declared a new era for Newark. He highlighted cost-cutting and austerity that helped the city deal with budget woes. He also focused on the millions of dollars in investments pouring into the city.
The mayor also called out the many parties he felt were at odds with the Brick City. He called out the seaport and airport for their lack of contributions to the city. He said a tax on goods sold at the airport would help funnel funds into the city, and the Port Authority needs to compensate the city fairly.
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The mayor says Newark plans on hiring 150 police officers this year, but also stressed that overall crime in the city is down.


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Konica Dimage A1 Driver Download
Konica Dimage A1 Driver Details:
Konica Dimage A1 File Name: konica_dimage_a1.zip
Konica Dimage A1 Driver Version: 523Mjv5
Konica Dimage A1 ZIP Size: 139.kb
Manufacturer: Konica
Scan Status: OK
Konica Dimage A1 special revision for: Windows 8 Enterprise 64 bit, Windows Vista Business 64 bit, Windows RT 32 bit, Windows 7 Enterprise (Microsoft Windows NT) 64 bit, Windows XP Media Center Edition 2004 32 bit, Windows 10 64 bit, Windows Vista Home Premium 32 bit, Windows XP Tablet PC Edition 64 bit, Windows 7 Starter 32 bit, Windows XP Starter Edition 64 bit, Windows XP Professional N 32 bit
Konica Dimage A1 Download Stats:
Direct Downloads: 822
Most Recent Download: 12/2/2016
Managed Downloads: 1411
Most Recent Download: 12/2/2016
Download Mirrors: 4
Current Delay: 15 Seconds
Driver License: Free Software
Direct Download Success Stats:
Reports Issued By 784/822 Users
Success Reported By 210/784 Users
Driver Download Score71/100
Driver Installation Score65/100
Overall preformance Score62/100
Installation Manager Success Stats:
Reports Issued By 1222/1411 Users
Success Reported By 921/1222 Users
Driver Download Score83/100
Driver Installation Score97/100
Overall preformance Score86/100
1. Direct DownloadSelect your OS and press "Download".
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