SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Filed Under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarterly period ended Commission File Number
February 28, 1997 0-21649
WEBSECURE, INC.
(Exact Name of Small Business
Issuer As Specified In Its Charter)
Delaware 04-3296069
- ------------------------------- ---------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1711 Broadway, Saugus, Massachusetts 01906
------------------------------------------
(Address of Principal Executive Offices)
(617) 867-2300
------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No __
As of April 18, 1997, the Company had outstanding 5,606,875 shares of
Common Stock, $.01 par value per share.
<PAGE>
WEBSECURE, INC.
INDEX
Part I. Financial Information Page
----
Item 1. Financial Statements
Balance Sheets
as of February 28, 1997 (Unaudited) and August 31, 1996 (Audited)..... 3
Statements of Operations
for the Three and Six Month Periods ended February 28, 1997
and 1996 (Unaudited) and cumulative from inception
(July 19, 1995) to February 28, 1997.................................. 4
Statements of Cash Flows
for the Three and Six Month Periods ended February 28, 1997
and 1996 (Unaudited) and cumulative from inception
(July 19, 1995) to February 28, 1997.................................. 5-6
Notes to Financial Statements (Unaudited)................................ 7-8
Item 2. Plan of Operations ............................................... 9-11
Part II. Other Information ............................................... 12
Item 1. Legal Proceedings................................................ 12
Item 2. Changes in Securities............................................ 12
Item 3. Defaults Upon Senior Securities.................................. 12
Item 4. Submission of Matters to a Vote of Security-Holders ............. 12
Item 5. Other Information ............................................... 12
Item 6. Exhibits and Reports on Form 8-K................................. 12
Signatures................................................................ 13
<PAGE>
WebSecure, Inc.
(A Development Stage Company)
Balance Sheets
<TABLE>
<CAPTION>
February 28, August 31,
1997 1996
------------ -----------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Current:
Cash and cash equivalents $ 4,855,964 $ 12,832
Restricted cash 740,574 --
Accounts receivable, net 10,144 21,797
Inventories 972 5,971
Due from related parties 30,549 59,776
Prepaid expenses and other 52,114 6,600
Legal retainers and deposit 137,000 --
------------ -----------
Total current $ 5,827,317 106,976
Property and equipment, net 1,221,307 1,173,397
Deferred registration costs -- 424,060
Other assets 68,100 41,515
------------ -----------
$ 7,116,724 $ 1,745,948
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses $ 423,574 $ 679,435
Reserve for software license settlement 791,750 --
Due to related parties -- 125,635
Note payable to related party -- 672,000
Current portion of capital lease obligations 183,432 71,763
------------ -----------
Total current liabilities 1,398,756 1,548,833
Capital lease obligation, less current maturities 850,790 300,430
------------ -----------
Total liabilities 2,249,546 1,849,263
------------ -----------
Stockholders' equity (deficit):
Preferred stock, $.01 par value; 1,000,000 shares
authorized; no shares issued and outstanding -- --
Common stock, $.01 par value; 20,000,000 shares
authorized; 5,605,750 and 2,105,000 shares issued
and outstanding 56,058 21,050
Class B common stock, $.01 par value; 2,000,000
shares authorized; 0 and 625,000 shares issued and
outstanding -- 6,250
Additional paid-in capital 14,283,642 7,827,025
Deficit accumulated during the development stage (9,472,522) (7,957,640)
------------ -----------
Total stockholders' equity (deficit) 4,867,178 (103,315)
------------ -----------
$ 7,116,724 $ 1,745,948
============ ===========
</TABLE>
See accompanying notes to financial statements
-3-
<PAGE>
WebSecure, Inc.
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
Cumulative
from Inception
Three Months Ended Six Months Ended (July 19, 1995) to
February 28 February 29 February 28 February 29 February 28,
1997 1996 1997 1996 1997
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Revenues $ 60,789 $ 24,783 $ 147,830 $ 31,746 $ 245,085
Cost of revenues 301,975 76,736 489,987 102,010 683,427
----------- ----------- ----------- ----------- -----------
Gross margin (241,186) (51,953) (342,157) (70,264) (438,342)
----------- ----------- ----------- ----------- -----------
Operating expenses:
General and administrative 483,669 268,975 784,765 381,631 1,961,136
Selling and marketing 128,383 61,750 324,157 68,047 624,783
Research and development 40,477 136,584 85,625 168,698 663,873
Charge for acquired
research and development -- -- -- -- 5,760,000
----------- ----------- ----------- ----------- -----------
Total operating expenses 652,529 467,309 1,194,547 618,376 9,009,792
Loss from operations (893,715) (519,262) (1,536,704) (688,640) (9,448,134)
Interest income (expense), net 55,156 (16,872) 21,822 (16,872) (24,388)
----------- ----------- ----------- ----------- -----------
Loss before income taxes (838,559) (536,134) (1,514,882) (705,512) (9,472,522)
Income taxes -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Net loss $ (838,559) $ (536,134) $(1,514,882) $ (705,512) $(9,472,522)
=========== =========== =========== =========== ===========
Net loss per common and
common equivalent shares (.15) (.10) (.27) (.13) (1.69)
=========== =========== =========== =========== ===========
Shares used in computing net
loss per common and common
equivalent shares 5,605,750 5,605,750 5,605,750 5,605,750 5,605,750
=========== =========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements
-4-
<PAGE>
WebSecure, Inc.
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
Cumulative
from Inception
Three Months Ended Six Months Ended (July 19, 1995) to
February 28 February 29 February 28 February 29 February 28,
1997 1996 1997 1996 1997
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (838,559) $ (536,131) $(1,514,882) $ (705,509) $(9,472,522)
Adjustments to reconcile net
loss to net cash provided
(used) by operating activities:
Charge for acquired research and
development -- -- -- -- 5,760,000
Issuance of common stock for
professional services -- -- -- -- 79,800
Depreciation and amortization 108,543 40,203 208,843 58,280 406,309
Changes in operating assets and
liabilities
Accounts receivable & other 45,534 (55,436) 11,653 (57,155) (10,144)
Inventories 8,134 9,956 4,999 (6,758) (972)
Prepaid expenses and other (160,720) 79,614 (182,514) 88,253 (189,114)
Accounts payable and accrued
expenses 79,982 (6,919) 535,889 784,066 1,215,324
----------- ----------- ----------- ----------- -----------
Net cash provided (used) by operating
activities (757,086) (468,713) (936,012) (161,177) (2,211,319)
----------- ----------- ----------- ----------- -----------
Cash flows from investing activities:
Acquisition of property and equipment (50,125) (32,034) (255,505) (679,605) (1,626,368)
Notes Receivable -- (250,000) -- (250,000) --
Deferred registration costs 641,260 (54,057) 424,060 (133,981) --
Increase (decrease) in other assets 13,042 7,944 (27,833) 3,108 (69,348)
----------- ----------- ----------- ----------- -----------
Net cash provided (used) in investing
activities 604,177 (328,147) 140,722 (1,060,478) (1,695,716)
----------- ----------- ----------- ----------- -----------
Cash flows from financing activities:
Borrowings under capital leases -- 416,084 735,431 416,084 1,124,487
Principal payments on capital lease (46,709) (16,109) (73,402) (16,109) (90,265)
(Increase) decrease in due
from related parties 1,890 (820,628) 29,227 (1,089,082) (30,549)
Subscriptions receivable -- (595,000) -- (595,000) --
Decrease in due to related parties -- -- (125,635) (17,343) --
</TABLE>
-5-
<PAGE>
WebSecure, Inc.
(A Development Stage Company)
Statements of Cash Flows (continued)
<TABLE>
<CAPTION>
Cumulative
from Inception
Three Months Ended Six Months Ended (July 19, 1995) to
February 28 February 29 February 28 February 29 February 28,
1997 1996 1997 1996 1997
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Cash flows from financing activities (continued):
Proceeds from issuance of common stock 6,485,375 1,760,225 6,485,375 2,014,535 8,499,900
Proceeds from notes payable to related
party -- -- 27,083 133,928 1,522,083
Payments of notes payable to related
party (699,083) (175,000) (699,083) (175,000) (1,522,083)
----------- ----------- ----------- ----------- -----------
Net cash provided by financing activities 5,741,473 569,572 6,378,996 672,013 9,503,573
----------- ----------- ----------- ----------- -----------
Net increase (decrease) in cash and
Cash equivalents 5,588,564 (227,288) 5,583,706 (227,288) 5,596,538
Cash and cash equivalents,
beginning of period 7,974 227,288 12,832 227,288 --
----------- ----------- ----------- ----------- -----------
Cash and cash equivalents, end of period $ 5,596,538 $ -- $ 5,596,538 $ -- 5,596,538
=========== =========== =========== =========== ===========
Supplemental cash flow
information:
Cash paid for interest $ 51,973 $ 16,872 $ 57,970 $ 16,872 $ 98,706
</TABLE>
See accompanying notes to financial statements
-6-
<PAGE>
WEBSECURE, INC.
Notes to Financial Statements
1. General
WebSecure, Inc. (the "Registrant") is in the development stage, and as such,
success of future operations is subject to a number of risks similar to those of
other companies in the same stage of development. Principal among these risks
are the Company's limited operating history, history of operating losses, early
stage of market development, competition from substitute products, larger more
established competitors and rapid technological change.
The accompanying unaudited condensed financial statements have been prepared in
accordance with the instructions for Form 10-QSB and therefore do not include
all information and footnotes necessary for a fair presentation of financial
position, results of operations and changes in cash flows in conformity with
generally accepted accounting principles. The unaudited condensed financial
statements should be read in conjunction with the financial statements and
related notes included in the Registrant's Form SB-2 Registration Statement as
filed with the Securities and Exchange Commission (the "SEC") on December 4,
1996. In the opinion of management, the unaudited condensed financial statements
contain all adjustments necessary for a fair presentation of the Registrant's
financial condition and results of operations for the interim periods presented
and all such adjustments are of a normal and recurring nature. The results of
operations for the six months ended February 28, 1997 are not necessarily
indicative of the results which may be expected for the entire fiscal year.
Computation of Net Loss per Common and Common Equivalent Shares
The net loss per common and common equivalent shares are computed by dividing
the net loss by the weighted average number of shares outstanding during each
period presented, as adjusted for the effects of application of SEC Staff
Accounting Bulletin No. 83 ("SAB No. 83"). Pursuant to SAB No. 83, all common
stock and common stock equivalents issued within twelve months prior to the
initial filing of the registration statement relating to the Company's initial
public offering (the "IPO") at a price less than the IPO price have been treated
as outstanding for all reported periods. The number of shares used in the
computation also includes the conversion of outstanding Class B Common Stock
into four shares of Common Stock, which occurred on the date of filing of the
Registrant's Form SB-2 Registration Statement with the SEC.
Initial Public Offering
On December 10, 1996 the Company consummated a public offering of 1,000,000
shares of common stock at a price of $8.00 per share and redeemable warrants to
purchase 1,000,000 shares of common stock at $9.60 per share, at a price of $.20
per warrant. The gross proceeds from the public offering of $8,200,000 was
reduced by the underwriting discount and non-accountable expense allowance
totaling $1,066,000 and legal, printing, accounting and other registration costs
of $648,625.
-7-
<PAGE>
2. Reversal of Revenue from Manadarin Trading Co. Ltd.
As a result of an investigation, conducted over the last two months, at the
Company's request, by the Boston law firm of Hill & Barlow, the Company has
restated its revenues for the first quarter ended November 30, 1996. During the
first quarter, the Company previously reported sales of approximately $887,000;
approximately $792,000 of said sales were for licensing software that the
Company believed it had purchased in exchange for stock, from Manadarin Trading
Company, Ltd., an Irish corporation.
Based upon the Hill & Barlow investigation, the Company has determined that
it never received any software from Manadarin, and even though it received
approximately $792,000 from two purported sublicensees of the software,
WebSecure never delivered any software to them.
The Company has booked the money received from the sublicensees as cash,
instead of revenue, and simultaneously recorded the approximately $792,000 as a
liability on its books.
WebSecure is considering what further action to take and intends to report
its findings to proper authorities and will cooperate fully with any further
investigation.
-8-
<PAGE>
Item 2. PLAN OF OPERATIONS
Overview
The Registrant, a development stage Company, offers Internet access and
support services for secure communications and commercial transactions over the
Internet. The Company provides general Internet services, such as connectivity
and communications services.
The financial results for the period from inception (July 19, 1995) to
February 28, 1997 primarily relate to the Company's initial organization and
establishment of infrastructure. The Company has had limited revenues since
inception and working capital of $4,428,560. The results for the quarter ended
February 28, 1997 are not necessarily indicative of the results of the Company's
operations that may be expected for the fiscal year ending August 31, 1997.
The Company completed its IPO on December 10, 1996. The Company sold
1,000,000 shares of common stock and 1,150,000 redeemable warrants, and received
net proceeds of approximately $6,485,000.
The Company's plan of operations for the next twelve months will
principally involve the sale of connectivity and the provision of Internet
access services. The Company intends to use a portion of the IPO proceeds to
hire additional personnel, including marketing, sales and customer service
personnel, as well as to continue to upgrade its Internet access infrastructure
and services.
Results of Operations
Revenues. The Company had revenues of $147,830 during the six month period ended
February 28, 1997 compared to $31,746 during the six months ended February 29,
1996, an increase of $116,084 primarily related to increased connectivity,
communications services and web site development. The Company anticipates it
will derive revenues primarily from connectivity charges, hosting services, web
site development and intranet networking.
Cost of revenues. The Company's costs of revenues have exceeded revenues since
inception. Negative gross margin of ($438,342) primarily relates to the
Company's early stages of development. As sales revenues increase, the costs of
revenues is expected to decline as a percentage of revenue.
General and Administrative. The Company had general and administrative expenses
of $784,765 during the six month period ended February 28, 1997 compared to
$381,631 during the six months ended February 29, 1996, an increase of $403,134.
This increase consists primarily of legal, compensation expense due to increased
personnel, rent and insurance expenses. From inception through February 28,
1997, approximately $1,601,000 of the general and administrative expenses were
paid to Employee Resource, Inc. ("ERI"), an employee leasing Company owned by
the Company's former President and Chief Executive Officer. ERI leases to the
Company all of its employees, including the officers of the Company.
Selling and Marketing. The Company had selling and marketing expenses of
$324,157 during the six month
-9-
<PAGE>
period ended February 28, 1997 compared to $68,047 during the six months ended
February 29, 1996, an increase of $256,110 This increase consisted of primarily
of salaries and advertising costs..
Research and Development. The Company's research and development efforts are
focused on development of the Company's co-hosting capabilities. The Company is
also developing intranet models for intraorganization communications that can be
used by multi-site organizations as well as a communications infrastructure to
allow for daily information transfer to the Company for periodic back-up of
customer files for disaster control purposes. The Company had research and
development expenses of $85,625 during the six month period ended February 28,
1997 compared to $168,698 during the six months ended February 29, 1996, a
decrease of $83,073. The decrease in research and development expenses is due
primarily to the fact that the majority of the initial infrastructure
development has been accomplished.
Net Interest Income (Expense). Net interest income was $55,156 for the three
month period ended February 28, 1997 compared to interest expense of $16,872 for
the three months ended February 29, 1996. Net interest income was $21,822 for
the six month period ended February 28, 1997 compared to interest expense of
$16,872 for the six month period ended February 29, 1996 an increase of $38,694.
The increase in interest income was due to investments of cash and cash
equivalent investments raised in the Company's IPO. In addition, the interest
expense decrease is related to the payoff of Notes Oayable to related parties in
January 1997.
Income Taxes. Since inception, the Company has generated tax benefits related to
its operating loss carry-forwards and amortization of research and development
costs. The deferred asset related to such benefits was fully reserved as of
February 28, 1997 due to the significant doubt about the realization of the
deferred tax asset. Accordingly, there has been no income tax expense or benefit
reflected on the accompanying statements of operations since inception.
Liquidity and Capital Resources
Since its inception, the Company has financed its activities primarily by
the IPO which closed on December 10, 1996 and raised approximately $6,485,000,
as well as by notes payable from a stockholder, and the sale of its Common Stock
to private investors. As a result of the IPO, working capital at February 28,
1997 was $4,428,560. The Company has three capital lease agreements which are
secured by fixed assets. The outstanding balance as of February 28, 1997 for one
of these agreements was approximately $337,000 and matures in December 2000. In
September 1996, the Company entered into two additional capital lease agreements
under which it may borrow up to an aggregate of $1,000,000 of which
approximately $697,000 was outstanding at February 28, 1997. These obligations
mature in October 2001. On December 10, 1996, the Company deposited, as
collateral, a portion of the proceeds from the IPO equal to the amount
outstanding under the September 1996 agreements.
For the three months ended February 28, 1997, cash of approximately
$757,000 was used by operating activities compared to cash used by operating
activities of approximately $469,000 for the three months ended February 29,
1996. The Company used cash of approximately $936,000 during the six month
period ended February 28, 1997 compared to approximately $162,000 during the six
months ended February 29, 1996, an increase of $774,000, due primarily to the
Company's net loss of approximately $1,515,000, compared to $706,000 for the six
months ended February 29, 1996. During
-10-
<PAGE>
the period from inception to February 28, 1997, the Company recorded a non-cash
charge of $5,760,000 against earnings for acquired research and development,
which was a substantial component of the Company's overall net loss for the
period of approximately $9,473,000.
The Company provided cash from the IPO on December 10, the Company
consummated a public offering of 1,000,000 shares of common stock at a price of
$8.00 per share and redeemable warrants to purchase 1,000,000 shares of common
stock at $9.60 per share, at a price of $.20 per warrant. The gross proceeds
from the public offering of $8,200,000 was reduced by the underwriting discount
and non-accountable expense allowance totaling $1,066,000 and legal, printing,
accounting and other registration costs of $648,625.
During the quarter ending February 1997 the Company repaid $699,000 of
notes payable to related parties. The Company raised approximately $2,014,500
from the sale of Common Stock to third party investors. The Company has borrowed
approximately $1,522,000 from related parties since inception, all of which has
been repaid as of January 17, 1996.
Management believes that the net proceeds from the IPO will be sufficient
to meet the Company's anticipated cash needs and finance its plans for expansion
for at least the next twelve months. Thereafter, the Company anticipates that it
may require additional financing to meet its current plans for expansion. No
assurance can be given of the Company's ability to obtain such financing on
favorable terms, if at all. If the Company is unable to obtain additional
financing, its ability to meet its current plans for expansion could be
materially adversely affected.
Impact of Inflation
Inflation has not had a material adverse effect on the Company's business.
New Accounting Standards
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of," issued by the Financial Accounting Standards Board ("FASB"), is effective
for financial statements for fiscal years beginning after December 15, 1995. The
new standard establishes new guidelines regarding when impairment losses on
long-lived assets, which include plant and equipment and certain identifiable
intangible assets and goodwill, should be recognized and how impairment losses
should be measured. The Company does not expect the adoption of this standard to
have a material effect on its financial position or results of operations.
In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation." The Company has determined that it will continue to account for
stock-based compensation for employees under Accounting Principles Board Opinion
No. 25 and elect the disclosure-only alternative under SFAS No. 123. The Company
will be required to disclose the pro forma net income or loss and per share
amounts in the notes to the financial statements using the fair-value-based
method beginning in the year ending August 31, 1997, with comparable disclosures
for the year ended August 31, 1996. The Company has not determined the impact of
these pro forma adjustments.
-11-
<PAGE>
PART II - Other Information
Item 1. Legal Proceedings.
1. The Registrant has been named as a defendant in three almost
identical proceedings brought in the United States District Court
for the District of Massachusetts (Nager v. WebSecure, Inc. et al);
(Krause and Krause v. WebSecure, Inc., et al); and (Miller, Weberman
and Fisher v. WebSecure, Inc. et al). The actions were commenced on
March 26, 1997 and April 16, 1997. Also named as defendants were
certain current and former officers and directors of the Registrant,
Coburn & Meredith, Inc. and Shamrock Partners, Ltd., the
underwriters of the Registrant's initial public offering (the
"IPO"), and Centennial Technologies, Inc. ("Centennial"). The
complaints allege that the registration statement filed by the
Registrant in connection with the IPO contains certain false and
misleading statements concerning the Registrant and its operations.
The complaints seek compensatory damages, attorney's fees, and other
damages.
2. The Registrant has responded to an inquiry by the Massachusetts
Securities Division (the "Division"), which inquiry was commenced on
March 19, 1997. The Division is seeking additional information
surrounding the relationship between the Registrant and Centennial.
Also named as subjects of the inquiry are Coburn & Meredith, Inc.
and Shamrock Partners, Ltd.
3. The Registrant's President and Chairman of the Board, Carroll M.
Lowenstein, was indicted for failure to file state income tax
returns.
Item 2. Changes in Securities. None.
Item 3. Defaults Upon Senior Securities. None.
Item 4. Submission of Matters to a Vote of Security Holders. None.
Item 5. Other Information. None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
27 Financial Data Schedule.
(b) Reports on Form 8-K. The Registrant filed a report on Form
8-K on February 24, 1997 under Item 5 ("Other Events"). No
financial statements were filed with that report.
-12-
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
WEBSECURE, INC.
Date: April 21, 1997 By: /s/ Carroll M. Lowenstein
----------------------------
Carroll M. Lowenstein
President
Date: April 21, 1997 By: /s/ Carole A. Ouellette
----------------------------
Carole A. Ouellette
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> DEC-01-1996
<PERIOD-END> FEB-28-1997
<CASH> 5,596,538
<SECURITIES> 0
<RECEIVABLES> 58,918
<ALLOWANCES> 18,225
<INVENTORY> 972
<CURRENT-ASSETS> 5,827,317
<PP&E> 1,626,367
<DEPRECIATION> 405,060
<TOTAL-ASSETS> 7,116,724
<CURRENT-LIABILITIES> 1,398,756 <F1>
<BONDS> 850,790
56,058
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 7,116,724
<SALES> 39,761
<TOTAL-REVENUES> 147,830
<CGS> 35,191
<TOTAL-COSTS> 489,987
<OTHER-EXPENSES> 1,194,547
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,514,882)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,536,704)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,514,882)
<EPS-PRIMARY> (.27)
<EPS-DILUTED> (.27)
<FN>
<F1> Due to the results of an investigation, the company eliminated $800,000 of
software revenue since it was determined that it had never delivered the
software even though it received $791,750 from two purported sublicensees for
said software.
</FN>
</TABLE>
