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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997 Commission File No. 0-27646
GUM TECH INTERNATIONAL, INC.
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(Exact name of Registrant as specified in its charter)
Utah 87-0482806
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(State of Incorporation) (IRS Employer Identification No.)
246 East Watkins Street
Phoenix, Arizona 85004
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (602) 252-1617
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act :
Title of Class Name of each exchange on which registered
---------------------------- -----------------------------------------
No Par Value Common Stock NASDAQ National Market
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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
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Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B in this Form. [ ]
Issuer's revenues for its fiscal year: $3,776,562
As of April 30, 1998, the number of shares of Common Stock outstanding was
5,808,560 and the aggregate market value of the Common Stock (based on the
closing price of $6.125 per share on that date) held by non-affiliates of the
Registrant was approximately $35,577,430.
Documents Incorporated By Reference
None.
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<PAGE>
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The following sets forth certain information with respect to directors and
executive officers of the Company with the year in which each director's term
expires in parenthesis.
Name Age Position With Company and Tenure
- ------------------------ ----- -----------------------------------
Bruce A. Jorgenson, M.D. 54 Chairman of the Board of Directors
since 1998 (1998)
Gary S. Kehoe 39 President since 1998, Chief
Operating Officer since 1995,
Director (1995)
William D. Boone 50 Director since 1998 (1998)
Jeffrey L. Bouchy 32 Secretary, Treasurer, Chief
Financial Officer since 1995
(Principal Accounting Officer)
W. Brown Russell, III 42 Director since 1998 (1998)
William A. Yuan 37 Director since 1998 (1998)
Directors hold office for a period of one year from their election at the
annual meeting of stockholders or until their successors are elected and
qualified or until their prior resignation. Officers are elected by and serve at
the discretion of the Board of Directors. In February of 1998, Messrs. Kern,
Kwait, Kessler, and Peckman resigned as directors, in March 1998, William G.
Meris resigned as a director, and in April 1998, Mr. Ratcliff resigned as a
director.
Bruce A. Jorgenson, M.D. is a pediatrician in Layton, Utah for Wee Care
Pediatrics, one of the largest pediatric care centers in the state of Utah. In
1986, Dr. Jorgenson founded Wee Care Pediatrics and was the sole proprietor
until April 1998, when he sold the practice to Kelson Physician Partners. Dr.
Jorgenson earned his Doctor of Medicine from Temple University in 1970 and
completed his residency in 1973. From 1973- 1986, Dr. Jorgenson had a pediatric
practice in Philadelphia, Pennsylvania.
Gary S. Kehoe was employed by LifeSavers Company, a division of Nabisco
Food Group, Inc., in various capacities from 1976 until he joined the Company in
June 1995 as its Chief Operating Officer and a director. In February 1998, Mr.
Kehoe was appointed President on an interim basis. As a Senior Food Technologist
for LifeSavers, Inc., Mr. Kehoe developed six bubble gum flavors and was listed
as an inventor or co-inventor on twelve United States chewing gum patents filed
by LifeSavers, Inc.
William D. Boone joined the Company in March 1998 as a Manufacturing
Process Engineer. Mr. Boone has 30 years experience in small business management
and sales growth. In 1976, Mr. Boone co- founded Trade Printers, Inc., a
Phoenix-based wholesale printing manufacturer. Mr. Boone was responsible for
increasing sales from start-up to $6 million annually.
Jeffrey L. Bouchy earned his Bachelor of Science degree in Accounting from
Arizona State University in 1989 and his Master of Science degree in Sports
Management from West Virginia University in 1992. From 1992 to 1993, he was
assistant to the Director of Finance at the Charlotte Coliseum, a sports and
events facility in Charlotte, North Carolina. During 1993, he was President of
Southwest Food Services, Inc., a privately-held fast food franchise based in
Phoenix, Arizona. From 1994 until he joined the Company in May 1995 as its Chief
Financial Officer, he was a production manager at Fun Tees, Inc., a
privately-held apparel manufacturer.
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<PAGE>
W. Brown Russell, III joined the Company in March 1998 as the Special
Advisor to the President. As a registered investment advisor, Mr. Russell has
operated Brown Russell Investment Services, Inc., a private money management
firm, since 1994. From 1987 to 1994, Mr. Russell was the President of Capital
Investment Properties, a real estate and property management firm based in
Athens, Georgia. During this time, Mr. Russell was also a partner in the law
firm of Russell & Russell. After graduating from the University of Georgia
School of Law in 1985, Mr. Russell clerked for Judge Thomas Reavley in the
United States 5th Circuit Court of Appeals. In 1980, Mr. Russell earned a Juris
Doctorate and Bachelor of Arts from the University of Georgia.
William A. Yuan is President and Chief Executive Officer of Reliance
Management, LLC, and Managing Director of Redwood Communications, an
entertainment, production, financing and distribution company of motion picture
films. From 1985 until 1996, Mr. Yuan was employed by Merrill Lynch and Salomon
Smith Barney in various positions, the last being Senior Vice President, Head of
Equity at Merrill Lynch. Mr. Yuan earned a Bachelor of Science in Economics from
Cornell University in 1983.
Significant Employees
Cecile E. Kehoe, age 42, began as a consultant to the Company in April
1996. In January 1997, Ms. Kehoe joined the Company as its Regulatory/Quality
Assurance Director. Ms. Kehoe is responsible for new product development,
regulatory compliance (FDA/OTC), clinical testing and quality assurance of the
products. From 1981 until joining the Company, she was employed by Pepsi-Cola
Research and Technical Services, lastly as their Senior Manager of the
Analytical Department. She earned Bachelor of Science and Master of Science
degrees from St. John's University in 1974 and 1979, respectively. Cecil is the
wife of Gary S. Kehoe.
Richard Sigtermans, age 29, is the Production Manager of the Company. From
October 1995 to September 1996 he was Manager of Quality Control and Information
Systems for the Company. Mr. Sigtermans is responsible for all aspects of
chewing gum production, including purchasing and planning. He also administers
the Company's management information systems. From 1991 to 1993, he was employed
by LifeSavers Company, a division of Nabisco Food Group, Inc., in its new
product development group. From 1993 until he joined the Company in October
1995, he was employed by Compac Corporation, a division of TriMas Corporation,
first as its Quality Project Coordinator and then as its Computer Operations
Supervisor. Mr. Sigtermans graduated from GMI Engineering and Management
Institute with a Bachelor of Science degree in 1991.
Shanna L. Gallo, age 35, was promoted to Controller for the Company in July
of 1996. Ms. Gallo is responsible for all aspects of the day-to-day accounting,
customer service and office management of the Company. From 1992 to 1996, Ms.
Gallo was employed by Food For Health, Inc., a Phoenix-based health food
distributor, as their Accounts Payable Manager. From 1987 to 1992, she was
employed at the University of California, Los Angeles as an accountant.
James A. Marini, age 37, started with the Company in September of 1997 as
the National Sales Manager. Mr. Marini's primary responsibilities are management
of the retail sales of the Company. From 1978 to 1997, Mr. Marini held several
positions with Taylor Supermarkets, an east coast supermarket chain, his last
being Vice President of Operations.
Mark B. Klein, age 48, started with the Company in September of 1997 as its
Marketing Manager. Mr. Klein's responsibilities include the development of
private label business and the marketing of the Company's branded products. From
1994 to 1997, he was President of Pay-Ezz Financial Group, a personal bill
paying franchisor. From 1986 to 1993, Mr. Klein was employed by Carter-Wallace
as its Vice President of Marketing in charge of OTC consumer products. He has
held other senior management position with major companies such as
Colgate-Palmolive, Inc., RJR Nabisco, Avis and London International (Schmidt
Laboratories). Mr. Klein earned his Bachelor of Arts degree in Economics from
Concordia University in Montreal, Canada in 1970.
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<PAGE>
Arthur Harding, age 55, started with the Company in November of 1995 as its
Human Resources Manager. Mr. Harding's responsibilities include all aspects of
human resources and governmental compliance matters. From 1984 to 1995, Mr.
Harding was employed by Food For Health, Inc., a Phoenix-based health food
distributor, as Vice President of Human Resources. From 1969 to 1984, Mr.
Harding held several positions with Greyhound/Dial, the last being Director of
National Safety and Security. Mr. Harding earned his Bachelor of Science degree
in Natural Sciences from San Francisco State in 1971.
Brenda Lum, age 37, returned to the Company in April 1998 as its
International Sales Manager. From 1992 until 1995, Ms. Lum was employed by
Proctor and Gamble as a Sales and Merchandising Account Executive for the
Cosmetics and Fragrance Division. From 1995 until 1997, Ms. Lum worked for the
Company as an International Sales Account Executive. In 1997 she was employed by
Irwin Naturals, Inc. as International Sales Manager. Ms. Lum earned her Bachelor
Arts in Communications from California State- Northridge in 1982.
Section 16(a) Beneficial Ownership Reporting Compliance
Three of the Company's Officers and Directors (Messrs. Kehoe, Kern and
Bouchy) inadvertently failed to file one Form 4 each during the calendar year
ended December 31, 1997. Messrs. Kehoe, Kern and Bouchy subsequently filed a
Form 5 reporting the Form 4 transactions.
Director Compensation
The Company's nonsalaried directors receive reimbursement for
out-of-pocket expenses incurred in attending Board of Directors' meetings and
have been granted stock options under the Company's 1995 Stock Option Plan.
ITEM 10. EXECUTIVE COMPENSATION.
Summary Compensation Table
None of the Company's executive officers or directors currently receive
compensation in excess of $100,000 per year except Gary S. Kehoe and Jeffrey L.
Bouchy.
The following table discloses certain compensation paid to the Company's
executive officers for the years ended December 31, 1995, 1996, 1997.
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards Payouts
------------------------------------- ------------------------ ----------
Other All
Annual Restrict- Other
Name and Compen- ed Stock Options/ LTIP Compen-
Principal Position Year Salary Bonus sation Awards SARs Payouts sation
- ------------------------ ---------- ------------- ------------ ---------- ----------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Gary S. Kehoe 1997 $84,333.34 $20,000(1) -0- -0- 88,000 -0- -0-
President
Chief Operating Officer
Jeffrey L. Bouchy 1997 $78,000(2) -0- -0- -0- 9,000 -0- $56,408(3)
Chief Financial Officer
Gerald N. Kern,(4) 1997 $160,483(5) $36,080 -0- -0- 156,500(6) -0- -0-
Chief Executive Officer 1996 $56,250 -0- -0- -0- 300,000(7) -0- -0-
</TABLE>
(1) Includes $10,000 that was accrued in 1997, but paid in 1998.
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(2) Includes $6,000 automobile allowance paid by the Company.
(3) Represents proceeds from the sale of shares of the Company's stock Mr.
Bouchy received from exercise of options.
(4) Mr. Kern resigned in February 1998.
(5) Includes $9,600 automobile allowance paid by the Company.
(6) These options were subsequently canceled pursuant to Mr. Kern's termination
agreement (See "Related Transactions").
(7) Does not include an option to purchase 50,000 shares from Mr. Ratcliff at a
price of $2.00 per share.
Option Grants in 1997 Fiscal Year
The following table provides information on option grants during the year
ended December 31, 1997 to the named executive officers:
<TABLE>
<CAPTION>
Percentage of
Total Options
Granted
No. of to Employees in Exercise Expiration
Name Options Granted Fiscal Year(1) Price Date
- ------------------------ ----------------------- --------------------- ----------- -----------
<S> <C> <C> <C> <C>
Gerald N. Kern 156,500 31.2% $10.75 9/22/2000
Gary S. Kehoe 88,000 17.6% $10.75 9/22/2000
Jeffrey L. Bouchy 9,000 1.8% $10.75 9/22/2000
</TABLE>
(1) Percentage figure aggregates all stock options granted to respective
individuals during fiscal year 1997.
Aggregate Option Exercises in 1997 Fiscal Year and Year End Option Values
The following table provides information on the value of the named
executive officer's unexercised options at December 31, 1997. An aggregate of
144,000 shares of Common Stock were acquired upon exercise of options during the
year ended December 31, 1997.
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised In-the-Money Options
Options at Year at Year End
End ------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Richard Ratcliff 364,000 0 $1,911,000 0
Gerald N. Kern 100,000 0 $ 94,000 0
Gary S. Kehoe 238,000 0 $ 300,000 0
Jeffrey L. Bouchy 69,000 0 $ 43,125 0
</TABLE>
Stock Option and Restricted Stock Plans
1995 Stock Option Plan. In March 1995, the Company adopted a stock
option plan (the "Plan") which provides for the grant of options intended to
qualify as "incentive stock options" and "nonqualified stock options" within the
meaning of Section 422 of the United States Internal Revenue Code of 1986 (the
"Code"). Incentive stock options are issuable only to eligible officers,
directors, key employees and consultants of the Company.
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<PAGE>
The Plan is administered by the Compensation Committee of the Board of
Directors which is comprised of a majority of nonemployee directors. At December
31, 1997, the Company had reserved 2,000,000 shares of Common Stock for issuance
under the Plan. Under the Plan, the Board of Directors determines which
individuals shall receive options, the time period during which the options may
be partially or fully exercised, the number of shares of Common Stock that may
be purchased under each option, and the option price.
The per share exercise price of the Common Stock may not be less than the
fair market value of the Common Stock on the date the option is granted. No
person who owns, directly or indirectly, at the time of the granting of an
incentive stock option, more than 10% of the total combined voting power of all
classes of stock of the Company is eligible to receive incentive stock options
under the Plan unless the option price is at least 110% of the fair market value
of the Common Stock subject to the option on the date of grant.
No options may be transferred by an optionee other than by will or the laws
of descent and distribution, and during the lifetime of an optionee, the option
may only be exercisable by the optionee. Options may be exercised only during
the time the option holder is an employee of the Company or within 90 days of
termination of such employment if a Registration Statement on Form S-8 ("S-8")
covering the underlying shares was effective as of the date of termination of
employment. If an S-8 covering the underlying shares was not effective on the
date of termination, then the employee has one year following termination to
exercise the options. If an employee is terminated for cause, any unexercised
options will be canceled as of the date of such termination. Options under the
Plan must be granted within three years from the effective date of the Plan and
the exercise date of an option cannot be later than three years from the date of
grant. Any options that expire unexercised or that terminate upon an optionee's
ceasing to be employed by the Company become available once again for issuance.
Shares issued upon exercise of an option will rank equally with other shares
then outstanding.
As of April 30, 1998, 1,428,500 unexercised options had been grated under
the Plan to executive officers and directors and were currently outstanding. The
per share exercise prices represented the fair market value of the Company's
Common Stock at the date such options were granted, based on prior sales of the
Company's Common Stock. The table below sets forth the total number of options
issued to each executive officer and director of the Company and the exercise
price. Mr. Kehoe's options are exercisable until June 1, 1998. Mr. Bouchy's
options are exercisable until June 24, 2000. All other options are exercisable
at various times through March 2001. To date, a total of 336,000 stock options
have been exercised.
Total Number of
Name of Executive Options Outstanding Exercise Price(1)
----------------- ------------------- -----------------
Richard Ratcliff 364,000 $1.50
Gary S. Kehoe 238,000 2.00 to 10.75
Jeffrey L. Bouchy 70,000 6.125(2)
William A. Yuan 20,000 5.81
William D. Boone 70,000 6.44 to 6.88
W. Brown Russell, III 70,000 6.44 to 6.88
Bruce A. Jorgenson 20,000 11.44
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TOTAL 852,000
-------
(1) On April 24, 1998, the Board approved an Exchange Program whereby all of
the outstanding options which are exercisable at $10.75 per share will be
canceled and exchanged on a one to one basis for options exercisable at
$5.625 per share. The exchange options will be issued in May 1998 and will
expire May 2001. Options which are exercisable at prices other than $10.75
per share may also be revalued in the future.
(2) Mr. Bouchy's options are exercisable at the lesser of $6.125 per share or
the average closing price of the Company's common stock on NASDAQ during
the 60 day period commencing March 15, 1998.
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<PAGE>
In addition to the above options issued to executive officers and
directors, 252,500 options have been issued to employees ranging in exercise
price from $6.125 to $10.75 per share.
The Company has agreed to issue 100,000 options outside the Plan to two
persons (50,000 options exercisable at $4.50 per share and 50,000 options
exercisable at $5.00 per share) for investment banking consulting services.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth information, as of the date of this report,
with respect to the number of shares of Common Stock of the Company beneficially
owned by individual directors, by all directors and officers of the Company as a
group, and by persons known by the Company to own more than 5% of the Company's
Common Stock. All shares are owned beneficially and of record. The address of
all persons (unless otherwise noted in the footnotes below) is in care of the
Company at 246 E. Watkins Street, Phoenix, Arizona 85004.
Name of Beneficial Owner Number of Percent of Common
and Address Shares Stock Owned
- -------------------------- ----------- -----------------
Gerald Kern(1) 100,000 1.6%
Richard Ratcliff(2) 364,000 5.7%
Gary S. Kehoe(3) 278,000 4.4%
Jeffrey L. Bouchy(4) 72,000 1.1%
William D. Boone (5) 101,630 1.7%
William A. Yuan(6) 20,070 0.3%
W. Brown Russell, III(7) 73,500 1.2%
Bruce A. Jorgenson(8) 190,700 3.1%
All directors and 1,199,900 19.1%
officers as a group
(eight persons)
* Less than 1%.
(1) Includes options to purchase 100,000 shares at $5.81 per share until
February 1999.
(2) Includes options held by Mr. Ratcliff and members of his family to purchase
up to 364,000 shares at $1.50 per share until March 1998.
(3) Includes options to purchase 50,000 shares at $2.00 per share until June
1998, 100,000 shares at $6.125 per share until December 1999, and 88,000
shares at $10.75 per share until September 2000.
(4) Includes options to purchase 70,000 shares at the lesser of $6.125 per
share or the average closing price for one share of the Company's common
stock on NASDAQ during the 60 day period commencing March 15, 1998.
(5) Includes options to purchase 20,000 shares at $6.88 per share until
February 2001 and 50,000 shares at $6.44 per share until March 2001.
(6) Includes options to purchase 20,000 shares at $5.81 per share until
February 2001. Mr. Yuan's address is 228 Main Street, Venice, California
90291.
(7) Includes options to purchase 20,000 shares at $6.88 per share until
February 2001 and 50,000 shares at $6.44 per share until March 2001.
(8) Includes options to purchase 20,000 shares at $11.44 per share until June
2000. Dr. Jorgenson's address is 1580 Antelope Drive, #100, Layton, Utah
84041.
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<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Certain Transactions
In October 1995, the Company borrowed $1,550,000 from a group of four
lenders (the "1995 Bridge Loan"). As additional compensation for the 1995 Bridge
Loan, the Company issued an aggregate of 465,000 common stock purchase warrants
to the lenders, each such warrant exercisable to purchase one share of the
Company's Common Stock at $2.00 per share exercisable in perpetuity. The Bridge
Loan bore interest at 8% per annum and was repaid in April 1996 using proceeds
from a public offering in April, 1996, which is further described below. The
Bridge Loan lenders included Brett Bouchy, a former principal stockholder of the
Company, who received 165,000 warrants, and Robert H. Wood, a former director of
the Company, who received 75,000 warrants.
In March 1996, Brett Bouchy sold the 165,000 warrants acquired pursuant to
the Bridge Loan for $5.00 per warrant. 100,000 warrants were sold to Gary S.
Kehoe and 65,000 to Robert H. Wood, both of whom are officers and directors of
the Company. Messrs. Kehoe and Wood paid the purchase price by issuing
promissory notes to Mr. Bouchy bearing interest at 9% per annum. The warrants
were not collateral for the promissory notes. The promissory notes are due the
earlier of (i) six months after the warrants are exercised, or (ii) if during
the period from April 24, 1997 until April 24, 2000 the closing price of the
Company's Common Stock on NASDAQ is $10.00 or more per share for five
consecutive trading days, then the promissory notes are due six months from the
last such trading day. If neither event occurs, the promissory notes become void
and of no value on April 24, 1999 and the warrants remain the property of
Messrs. Kehoe and Wood. Under no circumstances will the warrants become
returnable to Mr. Bouchy. In July, 1997, Mr. Kehoe sold the 100,000 warrants
acquired from Mr. Bouchy to Andrew Lessman for $6.88 per warrant and used the
proceeds to satisfy the promissory note to Mr. Bouchy. Mr. Lessman has not
exercised the warrants.
In December 1995, Dale Holdings, Inc. ("Dale"), a principal shareholder of
the Company owned by Riverlux Trust REG and Mr. Brett Bouchy, dissolved and
transferred 51% and 49%, respectively, of its Common Stock in the Company and
its loans receivable due from the Company to Riverlux Trust REG and Brett
Bouchy. Riverlux Trust REG and Brett Bouchy received 665,265 shares and 639,175
shares, respectively, of Dale's stockholdings in the Company and $433,500 and
$416,500, respectively, of Dale's loans receivable from the Company. The loans
were repaid out of proceeds of the 1996 Public Offering, which is further
described below. Subsequently, Riverlux Trust REG and Mr. Bouchy each sold
20,000 shares of the Company's Common Stock to Mr. Kehoe for $2.00 per share.
Through a private equity placement in January 1996, the Company raised
$3,095,875 to repurchase and retire 619,175 shares of the Company's Common Stock
held by a former principal stockholder.
In January 1996, Earl K. Manhold III, a former director of the Company,
exercised options to purchase 60,000 shares of the Company's Common Stock at
$2.00 per share and sold such shares to John E. Epert, who was the Company's
Chairman at that point for the same price per share.
Since 1994, the Company has purchase an ingredient in its ChromaTrim gum
product from Interhealth Nutritionals, Inc., ("Interhealth"), a company in which
Mr. Ratcliff was formerly a member of the Board of Directors. The Company did
not pay a different price for the ingredient during the time Mr. Ratcliff was a
member of Interhealth's Board of Directors and the Company believes that the
price it has paid and currently pays for the ingredient is fair, reasonable and
consistent with prices charged by unaffiliated suppliers.
In January 1996, the Company loaned Mr. Epert, who is a former officer and
director, $150,000 bearing interest at 8% per annum due January 29, 1998.
On February 10, 1998, the Company entered into a Settlement Agreement and
Release with Mr. Kern pursuant to his resignation as Chief Executive Officer.
The Agreement includes a severance package including payment of $200,000, the
forgiveness of $116,000 of debt and officer's advances owed to the Company, and
100,000 Company stock options which are exercisable by Mr. Kern for up to one
year at $5.81 per share upon cancellation of all of his existing options.
$50,000 of the cash payment to Mr. Kern is being held in trust for 120 days
subject to a mutual non-disparagement clause.
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<PAGE>
The Company believes that the terms of all agreements described above which
involve the Company's officers, directors, principal stockholders or affiliates
are fair, reasonable and consistent with terms that the Company could obtain
from unaffiliated third parties. All future agreements with officers, directors,
principal stockholders and affiliates will be approved by a majority of the
Company's disinterested directors.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
GUM TECH INTERNATIONAL, INC.
Dated: April 30, 1998 By /s/ Gary S. Kehoe
------------------------
Gary S. Kehoe
President, Chief Operating
Officer, Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature and Title Date
------------------- ----
/s/ Bruce A. Jorgenson, M.D. April 30, 1998
- ----------------------------------
Bruce A.Jorgenson, M.D.,
Chairman of the Board
/s/ William D. Boone April 30, 1998
- ----------------------------------
William D. Boone, Director
/s/ Jeffrey L. Bouchy April 30, 1998
- ----------------------------------
Jeffrey L. Bouchy, Secretary,
Treasurer, Chief Financial Officer
(Principal Accounting Officer)
/s/ W. Brown Russell, III April 30, 1998
- ----------------------------------
W. Brown Russell, III, Director
/s/ William A. Yuan April 30, 1998
- ----------------------------------
William A. Yuan, Director
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