<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 28, 2000
REGISTRATION NO. 333-50196
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
LIGHTBRIDGE, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 4812 04-3065140
(State or Other Jurisdiction of (Primary Standard (I.R.S. Employer
Incorporation or Organization) Industrial Classification Identification No.)
Number)
</TABLE>
--------------------------
67 SOUTH BEDFORD STREET
BURLINGTON, MASSACHUSETTS 01803
(781) 359-4000
(Address, Including Zip Code and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
PAMELA D.A. REEVE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LIGHTBRIDGE, INC.
67 SOUTH BEDFORD STREET
BURLINGTON, MASSACHUSETTS 01803
(781) 359-4000
(Name, Address, Including Zip Code and Telephone Number, Including Area Code, of
Agent for Service)
--------------------------
COPIES TO:
<TABLE>
<S> <C>
JOHN D. PATTERSON, JR. ESQ. MICHAEL KAGNOFF, ESQ.
ALEXANDER H. PYLE, ESQ. EDDIE RODRIGUEZ, ESQ.
FOLEY, HOAG & ELIOT LLP BROBECK, PHLEGER & HARRISON LLP
ONE POST OFFICE SQUARE 12390 EL CAMINO REAL
BOSTON, MA 02109-2170 SAN DIEGO, CA 92130
(617) 832-1000 (858) 720-2500
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Upon
consummation of the merger described in this registration statement.
If any of the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
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(d)
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. / /
--------------------------
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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
Part I of the Registration Statement has been intentionally omitted because this
Amendment does not effect any changes to the Prospectus. The sole purpose of
this Amendment is to file Exhibit 23.4.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware Law affords a Delaware corporation the power to
indemnify its present and former directors and officers under certain
conditions. Article SEVENTH of the Lightbridge Charter provides that Lightbridge
shall indemnify each person who at any time is, or shall have been, a director
or officer of Lightbridge, and is threatened to be or is made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is, or
was, a director or officer of Lightbridge, or served at the request of
Lightbridge as a director, officer, employee, trustee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement incurred in connection with any such action, suit or proceeding to
the maximum extent permitted by the Delaware Law.
Section 102(b)(7) of the Delaware Law gives a Delaware corporation the power
to adopt a charter provision eliminating or limiting the personal liability of
directors to the corporation or its stockholders for breach of fiduciary duty as
directors, provided that such provision may not eliminate or limit the liability
of directors for (i) any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) any acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) any
payment of a dividend or approval of a stock purchase that is illegal under
Section 174 of the Delaware Corporation Law or (iv) any transaction from which
the director derived an improper personal benefit. Article NINTH of the
Lightbridge Charter provides that to the maximum extent permitted by the General
Corporation Law of the State of Delaware, no director of Lightbridge shall be
personally liable to Lightbridge or to any of its stockholders for monetary
damages arising out of such director's breach of fiduciary duty as a director of
Lightbridge. No amendment to or repeal of the provisions of Article NINTH shall
apply to or have any effect on the liability or the alleged liability of any
director of the Corporation with respect to any act or failure to act of such
director occurring prior to such amendment or repeal. A principal effect of such
Article NINTH is to limit or eliminate the potential liability of Lightbridge's
directors for monetary damages arising from breaches of their duty of care,
unless the breach involves one of the four exceptions described in (i) through
(iv) above. Article NINTH does not prevent stockholders from obtaining
injunctive or other equitable relief against directors, nor does it shield
directors from liability under federal or state securities laws.
Section 145 of the Delaware Law also affords a Delaware corporation the
power to obtain insurance on behalf of its directors and officers against
liabilities incurred by them in those capacities. Lightbridge has procured a
directors' and officers' liability and company reimbursement liability insurance
policy that (a) insures directors and officers of Lightbridge against losses
(above a deductible amount) arising from certain claims made against them by
reason of certain acts done or attempted by such directors or officers and
(b) insures Lightbridge against losses (above a deductible amount) arising from
any such claims, but only if Lightbridge is required or permitted to indemnify
such directors or officers for such losses under statutory or common law or
under provisions of the Lightbridge Charter or the Lightbridge By-Laws.
II-1
<PAGE>
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
2.1* Amended and Restated Agreement and Plan of Reorganization
dated as of October 26, 2000 among Lightbridge, Inc.,
Lightning Merger Corp. and Corsair Communications, Inc.,
included as Annex A to the joint proxy statement/prospectus
included as part of this Registration Statement
3.1(1) Amended and Restated Certificate of Incorporation of the
Company
3.2(1) Amended and Restated By-Laws of the Company
3.3(7) Amendment to Amended and Restated By-laws of the Company,
adopted October 29, 1998
4.1(1) Specimen certificate for the Common Stock of the Company
4.2(2) Rights Agreement dated as of November 14, 1997, between
Lightbridge, Inc. and American Stock Transfer and Trust
Company, as Rights Agent
4.3(2) Form of Certificate of Designation of Series A Participating
Cumulative Preferred Stock of Lightbridge, Inc.
4.4(2) Form of Right Certificate
5.1* Legal opinion of Foley, Hoag & Eliot LLP
8.1* Tax opinion of Foley, Hoag & Eliot LLP
10.1(1) 1991 Registration Rights Agreement dated February 11, 1991,
as amended, between the Company and the persons named herein
10.2(1) Subordinated Note and Warrant Purchase Agreement dated as of
August 29, 1994 between the Company and the Purchasers named
therein, including form of Subordinated 14% Promissory Notes
and form of Common Stock Purchase Warrants
10.3(1) Form of Common Stock Purchase Warrants issued August 1995
10.4(1) Amended and Restated Credit Agreement dated as of June 18,
1996, between Lightbridge, Inc. and Silicon Valley Bank
10.5(6) Loan Modification Agreements, dated from August 19, 1996 to
June 26, 1998, each amending the Amended and Restated Credit
Agreement included as Item 10.4
10.6(1) Settlement Agreement dated February 2, 1996 between
Lightbridge, Inc., BEB, Inc., BEB Limited Partnership I, BEB
Limited Partnership II, BEB Limited Partnership III, BEB
Limited Partnership IV, certain related parties and Brian
Boyle
10.7(1) 1990 Incentive and Nonqualified Stock Option Plan
10.8(10) 1996 Incentive and Non-Qualified Stock Option Plan
10.9(11) 1996 Employee Stock Purchase Plan
10.10(1) Employment Agreement dated August 16, 1996, between the
Company and Pamela D.A. Reeve
10.11(1) Letter Agreement, dated August 26, 1996, between the Company
and Brian E. Boyle, including form of Common Stock Purchase
Warrant and Registration Rights Agreement
10.12(1) Office Lease dated September 30, 1994, as amended between
the Company and Hobbs Brook Office Park
10.13(3) Office Lease dated March 5, 1997, between the Company and
Sumitomo Life Realty (N.Y.), Inc.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
10.14(4) First and Second Amendments dated July 22, 1997 and
October 6, 1997, respectively, to the Office Lease included
as Item 10.15
10.15(5) Office Building Lease, dated March 12, 1998, between 8900
Grantline Road Investors and the Company
10.16(8) 1998 Non-Statutory Stock Option Plan
10.17(9) Loan Modification Agreement dated June 28, 1999, amending
the Amended and Restated Credit Agreement included as
Item 10.4
10.18(13) Third and Fourth Amendments dated March 15, 1999 and
July 16, 1999, respectively, to the office lease included as
Item 10.13
10.19(13) Office Lease dated October 4, 1999, between the Company and
New Alliance Properties, Inc.
10.20(13) First Amendment dated September 20, 1999 to the Office Lease
included as Item 10.12
10.21(12) Employment Agreement dated as of May 25, 2000 between the
Company and Harlan Plumley
10.22(12) Loan Agreement dated August 11, 2000 between the Company and
Silicon Valley Bank
10.23(14) Office lease dated August 15, 2000 between the Company and
Arthur Pappathanasi, Trustee 330 Scangas Nominee Trust
23.1* Consent of Deloitte & Touche LLP as to financial statements
of Lightbridge, Inc.
23.2* Consent of KPMG LLP
23.3* Consent of Deloitte & Touche LLP as to financial statements
of Subscriber Computing, Inc.
23.4** Consent of Donaldson, Lufkin, & Jenrette Securities
Corporation
23.5* Consent of Broadview International LLC (included in Annex C
to the proxy statement/ prospectus included in this
registration statement)
23.6* Consent of Foley, Hoag & Eliot LLP (included in
Exhibits 5.1 and 8.1)
24.1* Power of Attorney (contained on the signature page of this
Registration Statement)
99.1* Form of Lightbridge Proxy Card
99.2* Form of Corsair Proxy Card
</TABLE>
------------------------
* Previously filed
** Filed herewith
(1) Incorporated by reference to the Company's Registration Statement on
Form S-1, as amended (File No. 333-6589)
(2) Incorporated by reference to the Company's Registration Statement on
Form 8-A, as filed with the Securities and Exchange Commission on
November 21, 1997
(3) Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996
(4) Incorporated by reference to the Company's Annual Report Form 10-K for the
fiscal year ended December 31, 1997
(5) Incorporated by reference to the Company's Annual Report on Form 10-Q for
the quarter ended March 31, 1998
II-3
<PAGE>
(6) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1998
(7) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998
(8) Incorporated by reference to the Company's Registration Statement on
Form S-8, as filed with the Securities and Exchange Commission on
November 25, 1998
(9) Incorporated by reference to the Company's Quarterly report on Form 10-Q
for the quarter ended June 30, 1999
(10) Incorporated by reference to the Company's Registration Statement on
Form S-8 (Registration number 333-43588), as filed with the Securities and
Exchange Commission on August 11, 2000
(11) Incorporated by reference to the Company's Registration Statement on
Form S-8 (Registration number 333-43586), as filed with the Securities and
Exchange Commission on August 11, 2000
(12) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2000
(13) Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999
(14) Incorporated by Reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2000
(B) FINANCIAL STATEMENT SCHEDULES. Financial statement schedules have been
omitted because they are inapplicable or the required information is shown in
the Consolidated Financial Statements of the Company and the Notes thereto.
(C) FAIRNESS OPINION. The opinion of Donaldson, Lufkin & Jenrette Securities
Corporation is attached as Annex B to the proxy statement/prospectus included in
this registration statement. The opinion of Broadview International LLC is
attached as Annex C to the proxy statement/prospectus included in this
registration statement.
ITEM 22. UNDERTAKINGS
(a) Lightbridge hereby undertakes to respond to requests for information
that is incorporated by reference into the proxy statement/prospectus pursuant
to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(b) Lightbridge hereby undertakes to supply by means of a post effective
amendment all information concerning a transaction, and the company being
acquired involved therein, that was not the subject of and included in the
registration statement when it became effective.
(c) Lightbridge hereby undertakes:
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represents a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
II-4
<PAGE>
decrease in the volume of securities offered (if the total
dollar value of the securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in
a form of prospectus filed with the SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) that, for purpose of determining any liability under the Securities
Act, each such post effective amendment 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.
(3) to remove from registration by means of a post-effective amendment
any of the securities which remain unsold at the termination of the
offering.
(d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Lightbridge pursuant to the foregoing provisions, or otherwise, Lightbridge has
been advised that in the opinion of the SEC 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 Lightbridge of expenses incurred or paid
by a director, officer or controlling person of Lightbridge 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, Lightbridge 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 and will be governed by the final
adjudication of such issue.
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 the foregoing provisions, 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 Act 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 Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Burlington, Massachusetts, on this
28th day of December, 2000.
<TABLE>
<S> <C> <C>
LIGHTBRIDGE, INC.
By: /s/ PAMELA D.A. REEVE
----------------------------------------
Pamela D.A. Reeve
President and Chief Executive Officer
</TABLE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ PAMELA D.A. REEVE President, Chief Executive Officer, and December 28, 2000
---------------------------- Director (Principal Executive Officer)
Pamela D.A. Reeve
* Chief Financial Officer and Vice December 28, 2000
---------------------------- President, Finance and Administration
Harlan Plumley (Principal Financial and Accounting
Officer)
* Director December 28, 2000
----------------------------
Torrence C. Harder
* Director December 28, 2000
----------------------------
D. Quinn Mills
* Director December 28, 2000
----------------------------
Debora J. Wilson
* Director December 28, 2000
----------------------------
Andrew Mills
* By Pamela D.A. Reeve
attorney-in-fact
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
2.1* Amended and Restated Agreement and Plan of Reorganization
dated as of October 26, 2000 among Lightbridge, Inc.,
Lightning Merger Corp. and Corsair Communications, Inc.,
included as Annex A to the joint proxy statement/prospectus
included as part of this Registration Statement
3.1(1) Amended and Restated Certificate of Incorporation of the
Company
3.2(1) Amended and Restated By-Laws of the Company
3.3(7) Amendment to Amended and Restated By-laws of the Company,
adopted October 29, 1998
4.1(1) Specimen certificate for the Common Stock of the Company
4.2(2) Rights Agreement dated as of November 14, 1997, between
Lightbridge, Inc. and American Stock Transfer and Trust
Company, as Rights Agent
4.3(2) Form of Certificate of Designation of Series A Participating
Cumulative Preferred Stock of Lightbridge, Inc.
4.4(2) Form of Right Certificate
5.1* Legal opinion of Foley, Hoag & Eliot LLP
8.1* Tax Opinion of Foley, Hoag & Eliot LLP
10.1(1) 1991 Registration Rights Agreement dated February 11, 1991,
as amended, between the Company and the persons named herein
10.2(1) Subordinated Note and Warrant Purchase Agreement dated as of
August 29, 1994 between the Company and the Purchasers named
therein, including form of Subordinated 14% Promissory Notes
and form of Common Stock Purchase Warrants
10.3(1) Form of Common Stock Purchase Warrants issued August 1995
10.4(1) Amended and Restated Credit Agreement dated as of June 18,
1996, between Lightbridge, Inc. and Silicon Valley Bank
10.5(6) Loan Modification Agreements, dated from August 19, 1996 to
June 26, 1998, each amending the Amended and Restated Credit
Agreement included as Item 10.4
10.6(1) Settlement Agreement dated February 2, 1996 between
Lightbridge, Inc., BEB, Inc., BEB Limited Partnership I, BEB
Limited Partnership II, BEB Limited Partnership III, BEB
Limited Partnership IV, certain related parties and Brian
Boyle
10.7(1) 1990 Incentive and Nonqualified Stock Option Plan
10.8(10) 1996 Incentive and Non-Qualified Stock Option Plan
10.9(11) 1996 Employee Stock Purchase Plan
10.10(1) Employment Agreement dated August 16, 1996, between the
Company and Pamela D.A. Reeve
10.11(1) Letter Agreement, dated August 26, 1996, between the Company
and Brian E. Boyle, including form of Common Stock Purchase
Warrant and Registration Rights Agreement
10.12(1) Office Lease dated September 30, 1994, as amended between
the Company and Hobbs Brook Office Park
10.13(3) Office Lease dated March 5, 1997, between the Company and
Sumitomo Life Realty (N.Y.), Inc.
10.14(4) First and Second Amendments dated July 22, 1997 and
October 6, 1997, respectively, to the Office Lease included
as Item 10.15
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
10.15(5) Office Building Lease, dated March 12, 1998, between 8900
Grantline Road Investors and the Company
10.16(8) 1998 Non-Statutory Stock Option Plan
10.17(9) Loan Modification Agreement dated June 28, 1999, amending
the Amended and Restated Credit Agreement included as
Item 10.4
10.18(13) Third and Fourth Amendments dated March 15, 1999 and
July 16, 1999, respectively, to the office lease included as
Item 10.13
10.19(13) Office Lease dated October 4, 1999, between the Company and
New Alliance Properties, Inc.
10.20(13) First Amendment dated September 20, 1999 to the Office Lease
included as Item 10.12
10.21(12) Employment Agreement dated as of May 25, 2000 between the
Company and Harlan Plumley
10.22(12) Loan Agreement dated August 11, 2000 between the Company and
Silicon Valley Bank
10.23(14) Office lease dated August 15, 2000 between the Company and
Arthur Pappathanasi, Trustee 330 Scangas Nominee Trust
23.1* Consent of Deloitte & Touche LLP as to financial statements
of Lightbridge, Inc.
23.2* Consent of KPMG LLP
23.3* Consent of Deloitte & Touche LLP as to financial statements
of Subscriber Computing, Inc.
23.4** Consent of Donaldson, Lufkin, & Jenrette Securities
Corporation
23.5* Consent of Broadview International LLC (included in Annex C
to the proxy statement/ prospectus included in this
registration statement)
23.6* Consent of Foley, Hoag & Eliot LLP (included in
Exhibits 5.1 and 8.1)
24.1* Power of Attorney (contained on the signature page of this
Registration Statement)
99.1* Form of Lightbridge Proxy Card
99.2* Form of Corsair Proxy Card
</TABLE>
------------------------
* Previously filed
** Filed herewith
(1) Incorporated by reference to the Company's Registration Statement on
Form S-1, as amended (File No. 333-6589)
(2) Incorporated by reference to the Company's Registration Statement on
Form 8-A, as filed with the Securities and Exchange Commission on
November 21, 1997
(3) Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996
(4) Incorporated by reference to the Company's Annual Report Form 10-K for the
fiscal year ended December 31, 1997
(5) Incorporated by reference to the Company's Annual Report on Form 10-Q for
the quarter ended March 31, 1998
(6) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1998
II-8
<PAGE>
(7) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998
(8) Incorporated by reference to the Company's Registration Statement on
Form S-8, as filed with the Securities and Exchange Commission on
November 25, 1998
(9) Incorporated by reference to the Company's Quarterly report on Form 10-Q
for the quarter ended June 30, 1999
(10) Incorporated by reference to the Company's Registration Statement on
Form S-8 (Registration number 333-43588), as filed with the Securities and
Exchange Commission on August 11, 2000
(11) Incorporated by reference to the Company's Registration Statement on
Form S-8 (Registration number 333-43586), as filed with the Securities and
Exchange Commission on August 11, 2000
(12) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2000
(13) Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999
(14) Incorporated by Reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2000
II-9
