<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 2000
REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
PHOTON DYNAMICS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
CALIFORNIA 3559 94-3007502
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
--------------------------
6325 SAN IGNACIO AVENUE
SAN JOSE, CALIFORNIA 95119-1202
(408) 226-9900
(Address and telephone number of principal executive offices)
--------------------------
VINCENT F. SOLLITTO
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PHOTON DYNAMICS, INC.
6325 SAN IGNACIO AVENUE
SAN JOSE, CALIFORNIA 95119-1202
(408) 226-9900
(Name, address, and telephone number of agent for service)
--------------------------
COPIES TO:
MATTHEW W. SONSINI, ESQ.
EDWARD C. LAI, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306
(650) 843-5000
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME
TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE(2)
<S> <C> <C> <C> <C>
Common Stock........................... 1,295,000 $35.68 $46,205,600 $12,198.28
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933, as amended, and based
upon the average high and low sales prices on November 6, 2000, as reported
on the Nasdaq National Market.
(2) Photon Dynamics, Inc. paid $10,112.81 of the Registration Fee on
October 31, 2000.
The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and we are not soliciting offers to buy these
securities in any state where the offer or sale is not permitted.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
Prospectus (not complete)
Issued
1,295,000 SHARES
[LOGO]
COMMON STOCK
Photon Dynamics, Inc. may issue from time to time up to 1,295,000 shares of
common stock in exchange for exchangeable shares (the "Exchangeable Shares") of
Image Processing Systems Inc. ("IPS"), a corporation existing under the laws of
the Province of Ontario. Image Processing Systems will issue the Exchangeable
Shares to its shareholders who choose to receive the Exchangeable Shares in
connection with the acquisition by Photon Dynamics of Image Processing Systems
pursuant to the Acquisition Agreement for Plan of Arrangement, dated
September 27, 2000 (the "Acquisition Agreement"). These shareholders may
exchange the Exchangeable Shares for our common stock at any time. We will
redeem any Exchangeable Shares that remain outstanding for common stock on
December 19, 2005. We will redeem the Exchangeable Shares for our common stock
before December 19, 2005 if there are 10% or fewer Exchangeable Shares
outstanding that are not owned by us or our affiliates. We also will redeem the
Exchangeable Shares for our common stock before December 19, 2005 if certain
other events occur.
Our common stock is traded on the Nasdaq National Market under the symbol
"PHTN." The last reported sale price of our common stock on the Nasdaq National
Market on November 6, 2000 was $40.50 per share.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
This Prospectus is dated , 2000.
2
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
WHERE YOU CAN FIND MORE INFORMATION......................... 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............. 4
USE OF PROCEEDS............................................. 4
MARKET PRICES AND DIVIDEND POLICY........................... 5
THE EXCHANGEABLE SHARES..................................... 6
DESCRIPTION OF PHOTON CAPITAL STOCK......................... 6
PLAN OF DISTRIBUTION........................................ 8
LEGAL MATTERS............................................... 8
EXPERTS..................................................... 8
</TABLE>
You should rely only on the information contained in this prospectus. We
have not authorized any other person to provide you with information that is
different. We are offering to sell, and seeking offers to buy, shares of common
stock only in jurisdictions where offers and sales are permitted. This
prospectus may only be used where it is legal to sell these securities. The
information in this document may only be accurate on the date of this
prospectus, regardless of the time of delivery of this prospectus or of any sale
of our equity shares.
Information contained in our web site does not constitute part of this
document.
3
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We are a reporting company and file annual, quarterly and special reports,
proxy statements and other information with the Securities and Exchange
Commission, or the SEC. You may read and copy such materials at the public
reference facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may also obtain copies of such material from the SEC
at prescribed rates for the cost of copying by writing to the Public Reference
Section of the SEC at the same address. You may call the SEC at 1-800-SEC-0330
for more information on the public reference rooms. You can also find our SEC
filings at the SEC's web site at www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information that we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings we will make with
the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934:
- Annual Report on Form 10-K filed November 7, 2000; and
- The description of the common stock contained in our registration
statement on Form 8-A filed November 14, 1995.
You may request a copy of these filings at no cost by writing or telephoning
us at the following address:
Photon Dynamics, Inc.
6325 San Ignacio Avenue
San Jose, California 95119-1202
(408) 226-9900
USE OF PROCEEDS
Because the common stock will be issued upon the exchange of the
Exchangeable Shares, we will receive no cash proceeds from this offering.
4
<PAGE>
MARKET PRICES AND DIVIDEND POLICY
Our common stock has been traded on the Nasdaq National Market under the
symbol "PHTN" since November 15, 1995. The following table sets forth for the
period indicated the high and low sale prices for our common stock, as reported
by the Nasdaq National Market.
<TABLE>
<CAPTION>
HIGH LOW
-------- --------
<S> <C> <C>
Fiscal year ended September 30, 1999
First Quarter............................................... $ 5.63 $ 2.25
Second Quarter.............................................. 8.25 3.94
Third Quarter............................................... 12.38 7.00
Fourth Quarter.............................................. 25.75 10.63
Fiscal year ended September 30, 2000
First Quarter............................................... $43.25 $20.50
Second Quarter.............................................. 94.38 32.38
Third Quarter............................................... 78.38 43.75
Fourth Quarter.............................................. 87.94 35.00
Fiscal year ended September 30, 2001
First Quarter (through November 6, 2000).................... $44.00 $24.50
</TABLE>
On November 6, 2000 the last reported sale price of our common stock on the
Nasdaq National Market was $40.50. As of October 1, 2000 there were 11,819,740
shares of our common stock outstanding, held by approximately 107 holders of
record.
We have never declared or paid any cash dividends on our capital stock. We
currently intend to retain earnings, if any, to support the development of our
business and do not anticipate paying cash dividends for the foreseeable future.
Payment of future dividends, if any, will be at the discretion of our board of
directors after taking into account various factors, including our financial
condition, operating results and current and anticipated cash needs.
5
<PAGE>
THE EXCHANGEABLE SHARES
The rights of holders of Exchangeable Shares, including exchange rights, are
described in the Acquisition Agreement with IPS, which is included as an exhibit
to the Registration Statement.
DESCRIPTION OF PHOTON CAPITAL STOCK
The following description sets forth the general terms of our capital stock.
The descriptions set forth below do not purport to be complete and are subject
to, and are qualified in their entirety by reference to, our Restated Articles
of Incorporation, as amended, which are filed as an exhibit to the Registration
Statement.
GENERAL
Our authorized capital stock consists of 20,000,000 shares of common stock,
no par value, and 5,000,000 shares of preferred stock, no par value, issuable in
series. As of October 1, 2000, there were 11,819,740 shares of our common stock
outstanding and no shares of preferred stock outstanding.
COMMON STOCK
The common stock to be issued in this offering will be, when issued, fully
paid and nonassessable. Our common stock does not carry any preemptive rights
enabling a holder to subscribe for or receive any additional securities that may
be issued from time to time by us. The rights of holders of common stock will be
subject to the rights of holders of any preferred stock that may be issued in
the future, which may adversely affect the rights of holders of common stock.
Our board of directors may issue additional shares of common stock or preferred
stock to obtain additional financing, in connection with acquisitions, to our
and our subsidiary's officers, directors and employees pursuant to benefit plans
or otherwise and for other proper corporate purposes. No preemptive rights,
conversion rights, redemption rights or sinking fund provisions are applicable
to our common stock, and there are no dividends in arrears or default.
Boston Equiserve, LP is the principal transfer agent for our common stock.
DIVIDENDS. The holders of our common stock are entitled to receive such
dividends as may be declared by our board of directors out of funds legally
available for distribution. The rights of holders of common stock are subject to
the rights of the holders of any class of our capital stock having any
preference or priority over the common stock.
LIQUIDATION RIGHTS. Upon any voluntary or involuntary liquidation,
dissolution, or winding-up of Photon Dynamics, the holders of common stock will
be entitled to receive ratably, after payment of all of our debts and
liabilities and of all sums to which holders of any preferred stock may be
entitled, all of our remaining assets.
VOTING RIGHTS. The holders of common stock currently possess exclusive
voting rights on all matters submitted to the Shareholders. However, in
connection with our acquisition of IPS, we expect to issue to a trustee for the
benefit of the holders of the Exchangeable Shares a share of Special Voting
Stock (described below) carrying voting rights equal to the number of then
outstanding Exchangeable Shares not owned by us or our affiliates. Our board of
directors may also specify voting rights with respect to any preferred stock
that may be issued in the future. Each holder of common stock is entitled to one
vote per share with respect to all matters. With respect to the election of
directors, shareholders may exercise cumulative voting rights. Under cumulative
voting, for each share held, a holder of common stock will be entitled to cast a
number of votes equal to the total number of directors to be elected at that
time. Each shareholder may give one candidate, who has been nominated
6
<PAGE>
prior to voting, all the votes such shareholder is entitled to cast or may
distribute such votes among as many such candidates as such shareholder chooses.
BOARD OF DIRECTORS. Our board of directors is currently comprised of seven
(7) directors. The directors elected at each annual election hold office till
the next annual meetings of shareholders.
SPECIAL VOTING STOCK
Our board of directors has authorized the issuance of one share of preferred
stock (the "Special Voting Stock"). The holder of the share of Special Voting
Stock is entitled to cast a number of votes equal to the number of then
outstanding Exchangeable Shares not owned by us or our affiliates. Under the
terms of the Voting and Exchange Trust Agreement described below, the holder of
the share of Special Voting Stock must receive timely notice from holders of the
Exchangeable Shares in order to cast those votes corresponding to the
Exchangeable Shares then outstanding. The holders of common stock and the holder
of the share of Special Voting Stock will vote together as a single class on all
matters, except as otherwise required by law. In the event of any liquidation,
dissolution or winding-up of Photon Dynamics, the holder of the share of Special
Voting Stock will give notice to the holders of Exchangeable Shares of such
liquidation, dissolution or winding-up and subsequently the Exchangeable Shares
will be automatically exchanged for shares of common stock. No dividends are
payable on the share of Special Voting Stock. The Special Voting Stock will be
issued to a Canadian trustee (the "Trustee") under the Voting and Exchange Trust
Agreement, which will be entered into by us and the Trustee. The Special Voting
Stock, and the Exchangeable Shares, may be redeemed on the earlier of, among
other dates, December 19, 2005, or when there are 10% or fewer Exchangeable
Shares outstanding not owned by us or our affiliates.
7
<PAGE>
PLAN OF DISTRIBUTION
The common stock covered hereby will be issued in exchange for Exchangeable
Shares, and no broker, dealer or underwriter has been engaged in connection
therewith.
LEGAL MATTERS
The validity of the issuance of the common stock offered hereby will be
passed upon for us by Cooley Godward LLP, Palo Alto, California.
EXPERTS
The consolidated financial statements of Photon Dynamics, Inc. appearing in
Photon Dynamics, Inc.'s Annual Report on Form 10-KSB for the year ended
September 30, 1999, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and incorporated
herein by reference. Such financial statements are incorporated by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
The consolidated financial statements of CR Technology, Inc. appearing in
Photon Dynamics, Inc.'s Current Report on Form 8-K dated December 15, 1999, have
been audited by the Cacciamatta Accountancy Corporation, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses, other than the underwriting
discounts and commissions, payable by us in connection with the sale of the
common stock being registered. All the amounts shown are estimates except for
the registration fee.
<TABLE>
<S> <C>
SEC registration fee........................................ $ 11,000
NASD filing fee............................................. 0
Nasdaq additional listing fee............................... 13,000
Printing and engraving expenses............................. 1,000
Legal fees and expenses..................................... 550,000
Accounting fees and expenses................................ 200,000
Transfer agent and registrar fees and expenses.............. 20,000
Miscellaneous............................................... 5,000
Total....................................................... $800,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Our bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by California law. We are also empowered under our
Restated Articles of Incorporation as amended and bylaws to enter into
indemnification contracts with our directors, officers, employees and agents and
to purchase insurance on behalf of any person whom we are required or permitted
to indemnify. Pursuant to this provision, we have entered into indemnity
agreements with each of our directors and officers.
In addition, our Restated Articles of Incorporation as amended provide that,
to the fullest extent permitted by California law, our directors will not be
liable for monetary damages for breach of the directors' fiduciary duty of care
to us and our shareholders. This provision in the Restated Articles of
Incorporation does not eliminate the duty of care, and in appropriate
circumstances, equitable remedies such as an injunction or other forms of
non-monetary relief would remain available under California law. Each director
will continue to be subject to liability for breach of the director's duty of
loyalty to us, for acts or omissions not in good faith or involving intentional
misconduct or knowing and culpable violations of law, that the director believes
to be contrary to the best interests of us or our shareholders, involving a
reckless disregard for the director's duty to us or our shareholders when the
director was aware or should have been aware of a risk of serious injury to us
or our shareholders, or an unexcused pattern of inattention that amounts to an
abdication of the director's duty to us or our shareholders, for improper
transactions between the director and us and for improper distributions to
shareholders and loans to directors and officers or for acts or omissions by the
director as an officer. This provision also does not affect a director's
responsibilities under any other laws, such as the federal securities laws or
state or federal environmental laws.
II-1
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
--------------------- -----------------------
<C> <S>
2.1. Acquisition Agreement for Plan of Arrangement By and Among
the Registrant, Photon Dynamics Nova Scotia Company and
Image Processing Systems Inc., dated September 27, 2000
4.1(1) Restated Articles of Incorporation, as amended, of
Registrant
4.2(2) Bylaws of Registrant
5.1 Legal Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Cacciamatta Accountancy Corporation, independent
auditors
23.3 Consent of Cooley Godward LLP (See Exhibit 5.1)
24.1 Power of Attorney (See page II-3)
</TABLE>
------------------------
(1) Incorporated by reference to Registrant's Registration Statement on Form
SB-2 filed with Securities and Exchange Commission (the "SEC") on
November 15, 1995.
(2) Incorporated by reference to Registrant's Form 10-KSB filed with the SEC
December 18, 1998.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to provisions described in Item 15, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Photon
Dynamics, Inc. has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San Jose,
County of Santa Clara, State of California, on November 7, 2000.
<TABLE>
<S> <C> <C>
PHOTON DYNAMICS, INC.
By: /s/ VINCENT F. SOLLITTO
-----------------------------------------
Vincent F. Sollitto
PRESIDENT AND CHIEF EXECUTIVE OFFICER
</TABLE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Vincent
F. Sollitto and Richard L. Dissly, his true and lawful attorney-in-fact and
agent, each acting alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to the Registration
Statement on Form S-3, and to any registration statement filed under Securities
and Exchange Commission Rule 462, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates stated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ E. FLOYD KVAMME
------------------------------------ Chairman of the Board November 7, 2000
E. Floyd Kvamme
/s/ VINCENT F. SOLLITTO President, Chief Executive Officer
------------------------------------ and Director (Principal Executive November 7, 2000
Vincent F. Sollitto Officer)
Vice President of Finance and
/s/ RICHARD L. DISSLY Administration, Chief Financial
------------------------------------ Officer and Secretary (Principal November 7, 2000
Richard L. Dissly Financial and Accounting Officer)
/s/ BARRY L. COX
------------------------------------ Director November 7, 2000
Barry L. Cox
------------------------------------ Director
Michael J. Kim
------------------------------------ Director
Malcolm J. Thompson
/s/ RICHARD P. BECK
------------------------------------ Director November 7, 2000
Richard P. Beck
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
<C> <S>
2.1 Acquisition Agreement for Plan of Arrangement By and Among
the Registrant, Photon Dynamics Nova Scotia Company and
Image Processing Systems Inc., dated September 27, 2000
4.1(1) Restated Articles of Incorporation, as amended, of
Registrant
4.2(2) Bylaws of Registrant
5.1 Legal Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Cacciamatta Accountancy Corporation, independent
auditors
23.3 Consent of Cooley Godward LLP (See Exhibit 5.1)
24.1 Power of Attorney (See page II-3)
</TABLE>
------------------------
(1) Incorporated by reference to Registrant's Registration Statement on
Form SB-2 filed with Securities and Exchange Commission (the "SEC") on
November 15, 1995.
(2) Incorporated by reference to Registrant's Form 10-KSB filed with the SEC
December 18, 1998.
II-4
