Commission File No. 333-08155
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
Registration Statement
Under The Securities Act of 1933
NEW YORK HEALTH CARE, INC.
(Exact Name of Issuer as specified in its charter)
New York 11-2636089
------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1850 McDonald Avenue
Brooklyn, NY 11223
(Address of principal executive offices)
_______________________
SHARES OF COMMON STOCK
ISSUABLE PURSUANT TO THE
NEW YORK HEALTH CARE DIRECTOR OPTIONS
AND WARRANTS AND THE PERFORMANCE INCENTIVE PLAN
________________________
(Full title of the plan)
________________________
Jerry Braun, President
New York Health Care, Inc.
1850 McDonald Avenue
Brooklyn, NY 11223
(718) 375-6700
_____________________
(Name, address, and telephone number,
including area code, of agent for service)
_____________________
Copy to:
William J. Davis, Esq.
Scheichet & Davis, P.C.
800 Third Avenue, 30th Floor
New York, NY 10022
(212) 688-3200
_____________________
This Registration Statement shall become effective immediately upon filing as
provided in Rule 462 under the Securities Act of 1933.
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be to be price per offering registration
registered registered Share (1) price (1) fee
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 1,032,500(2) $ 1.00 $ 1,032,500 $ 273
par value per share
93,750(3) $ 1.00 $ 93,750 $ 25
30,000(4) $ 1.00 $ 30,000 $ 8
Totals 1,156,250 $ 1,156,250 $ 306
--------------------------------------------------------------------------------
<FN>
(1) Estimated pursuant to Rule 457 of the Securities Act of 1933, as
amended, solely for purpose of calculating the registration fee on the
basis of the product resulting from multiplying the sum of the number of
shares of Common Stock registered as part of this Registration Statement
by $1.00 per share, the average of the last bid and asked prices of the
Registrant's shares of Common Stock as of November 15, 2000
(2) Represents the maximum number of shares of Common Stock issuable upon
the exercise of stock options which are issuable pursuant to the New York
Health Care, Inc. Performance Incentive Plan.
(3) Represents the number of shares of Common Stock issuable to the
President of the Company upon the exercise of a stock option which he
Received before the adoption of the New York Health Care, Inc.
Performance Incentive Plan.
(4) Represents the number of shares of Common Stock issuable to certain
outside directors of the Company upon the exercise of Common Stock
purchase warrants which they received in consideration of their services
as directors.
</TABLE>
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
(a) Stock Incentive Plan. New York Health Care, Inc. (herein referred
---------------------
to as the "Registrant" or the "Company") adopted the New York Health Care
Performance Incentive Plan (the "Stock Incentive Plan") effective March 1996
covering 262,500 shares of the Company's $.01 par value common stock (the
"Common Stock"). The Stock Incentive Plan was amended effective June 25, 1998
and July 28, 1999 increasing to 1,032,500 the number of shares reserved for
issuance to employees, directors and consultants upon their exercise of
incentive and non-qualified stock options granted under the Stock Incentive
Plan.
A complete description of the Stock Incentive Plan was included in the
Company's definitive proxy statement on Schedule 14A dated July 28, 1999 with
respect to the Company's annual meeting of stockholders held on July 28, 1999.
The Company is registering all 1,032,500 shares of Common Stock issuable
under the Stock Incentive Plan. There are currently outstanding Stock Incentive
Plan options for 989,500 shares, all of which are vested and currently
exercisable.
(b) Shares Underlying Stock Option. The Company is registering 93,750
------------------------------
shares of Common Stock which are issuable to Jerry Braun, President of the
Company, upon the exercise of a stock option (the "Braun Option") which he
received pursuant to a resolution adopted by the Company's Board of Directors in
March 1996 prior to the adoption of the Stock Incentive Plan.
(c) Shares Underlying Directors Warrants. The Company is registering
-------------------------------------
30,000 shares of Common Stock issuable to outside directors listed below upon
the exercise of Common Stock purchase warrants (the "Directors Warrants") which
they received in consideration of their services as directors pursuant to a
resolution adopted by the Company's Board of Directors on August 18, 1997 and
resolutions adopted by the Company's Compensation Committee on June 1, 1998 and
November 12, 1999:
Name Number of Shares
------------------ -------------------
H. Gene Berger 20,000
Charles J. Pendola 10,000
(d) Purchase of Securities Pursuant to Stock Options and Directors
-------------------------------------------------------------------
Warrants. The 989,500 shares of Common Stock to be issued upon the exercise of
--------
currently outstanding Stock Incentive Plan options have exercise prices
currently ranging from $1.79 per share to $.50 per share. The 93,750 shares
of Common Stock to be issued to Mr. Braun upon his exercise of the Braun Option
have a current exercise price of $3.00 per share. The 30,000 shares of Common
Stock to be issued upon the exercise of the Directors Warrants have exercise
prices currently ranging from $.625 per share to $1.625 per share.
(e) Resale Restrictions. No restrictions are imposed on resales of
--------------------
shares of Common Stock acquired by the exercise of Stock Options and Directors
Warrants as long as such shares of Common Stock have been registered under an
effective registration statement.
(f) Tax Effects of Plan Participations. Upon the exercise and purchase
-----------------------------------
of any shares of Common Stock by the exercise of Stock Options and Directors
Warrants the purchaser will recognize ordinary income (treated as compensation
income) equal to the excess (if any) of the fair market value of the Common
Stock at the time of exercise over the exercise price.
Upon the sale of shares purchased upon exercise of the Stock Options and
Directors Warrants the sellers will recognize capital gain or loss measured by
the difference between the amount realized on the sale and the fair market value
of the Common Stock at the time of exercise. Such capital gain or loss will be
short-term or long-term, depending upon the length of time the shares were held
by the respective purchasers.
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<PAGE>
The Company will have a charge to its earnings and be entitled to a tax
deduction in the same amount and at the same time as each of the recipients and
purchasers of the shares of Common Stock realizes such income.
ITEM 2. REGISTRANT INFORMATION.
The Company will promptly furnish, without charge, a copy of any documents
filed by the Company with the Securities and Exchange Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, or the Company's then annual report to stockholders, upon the written
or oral request of the person receiving this document, which documents are
incorporated by reference into this document. Such requests should be addressed
to Jerry Braun, President, New York Health Care, Inc., 1850 McDonald Avenue,
Brooklyn, NY 11223.
Dated: November 16, 2000
4
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby states that (i) the documents listed in (a), (b), (c),
(d) and (e) below are incorporated by reference in this Registration Statement
and (ii) all documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment that indicates that all
securities offered have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
(a) The Company's Annual Report on Form 10-KSB (File No. 1-12451) for
the year ended December 31, 1999.
(b) The Company's Quarterly Report on Form 10-QSB (File No. 1-12451)
for the quarter ended March 31, 2000.
(c) The Company's Quarterly Report on Form 10-QSB (File No. 1-12451)
for the quarter ended June 30, 2000.
(d) The Company's Quarterly Report on Form 10-QSB (File No. 1-12451)
for the quarter ended September 30, 2000.
(e) The Company's Schedule 14A (File No. 1-12451) dated November 15,
2000.
ITEM 4. DESCRIPTION OF SECURITIES.
As of the date of this Form S-8, the Company is authorized to issue
12,500,000 shares of Common Stock and 2,000,000 of Preferred Stock, each with a
par value of $.01 per share. There are 3,750,000 shares of Common Stock issued,
of which 3,668,730 shares are outstanding and 81,270 shares are Treasury Stock,
and there are 590,375 shares of Series A Preferred Stock issued and
outstanding.
The holders of Common Stock are entitled to one vote per share for the
election of directors and with respect to all other matters submitted to a vote
of stockholders. Shares of Common Stock do not have cumulative voting rights,
which means that the holders of more than 50% of such shares voting for the
election of directors can elect 100% of the directors if they choose to do so
and, in such event, the holders of the remaining shares so voting will not be
able to elect any directors.
Upon any liquidation, dissolution or winding-up of the Registrant, the
assets of the Company, after the payment of the Company's debts and liabilities
and any liquidation preferences of and unpaid dividends on any class of
Preferred Stock then outstanding, will be distributed pro rata to the holders of
Common Stock.
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<PAGE>
The holders of Common Stock are entitled to share equally in dividends, if,
as and when declared by the Board of Directors of the Company, out of funds
legally available therefor, subject to the priorities accorded any class of
Preferred Stock which may be issued. To date, the Company has not paid any
dividends on its Common Stock. The payment of dividends, if any, in the future
is within the discretion of the Board of Directors and will depend upon the
Company's earnings, its capital requirements and financial condition, and other
relevant factors. The Board does not intend to declare any dividends in the
foreseeable future, but instead intends to retain all earnings, if any, for use
in the Registrant's business operations.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Article Third of the Certificate of Incorporation of New York
Health Care, Inc. (the "Registrant") provides with respect to the
indemnification of directors and officers, among other things, that (a) the
Registrant may, to the fullest extent permitted by Sections 721 through 726 of
the New York Business Corporation Law, as amended, indemnify all persons whom it
may indemnify pursuant thereto, (b) a director of the Registrant shall not be
personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability for certain
transactions or events as set forth in such Article Third, (c) each person who
was or is made a party, or is threatened to be made a party, to or is involved
in any action, suit or proceeding, by reason of the fact that he or she is or
was a director or officer of the Registrant, shall be indemnified and held
harmless by the Registrant to the fullest extent authorized by the New York
Business Corporation Law, against all expense, liability and loss reasonably
incurred or suffered by such person in connection therewith and (d) the right to
indemnification and the payment of expenses incurred in defending a proceeding
in advance of its final disposition conferred in such Article Third shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, by-law,
agreement, vote of stockholders and disinterested directors or otherwise.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The Company believes that the issuance of the Stock Options were exempt
from registration under the Securities Act of 1933, as amended, pursuant to
Section 4(2) thereunder, as a transaction by an issuer not involving any public
offering. No broker-dealer was involved therein and the securities involved
have been subject to appropriate transfer restrictions.
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<PAGE>
ITEM 8. EXHIBITS.
Number Description of Exhibits
------ -------------------------
1.1 Form of Underwriting Agreement.*
2.1 Purchase and Sale Agreement dated
December 7, 1997 among NYHC Newco Paxxon,
Inc. and Metro Healthcare Services,
Inc.**
2.2 Purchase and Sale Agreement dated
February 8, 1998 among NYHC Newco Paxxon,
Inc. and Metro Healthcare Services,
Inc.***
2.3 Purchase and Sale Agreement dated
February 25, 1998 among NYHC Newco
Paxxon Inc. and Heart to Heart Healthcare
Services, Inc.***
3.1 Certificate of Incorporation of the
Company.*
3.2 Restated Certificate of Incorporation
of the Company.*
3.3 Certificate of Correction of Restated
Certificate of Incorporation of New
York Health Care, Inc.*
3.4 Amendment to the Certificate of
Incorporation filed October 17, 1996.*
3.5 By-laws of the Company.*
3.6 Amendment to the Certificate of
Incorporation of the Company filed
December 4, 1996.*
3.7 Certificate of Designations, Rights and
Preferences of New York Health Care,
Inc. Class A Convertible Preferred
Stock.*****
4.1 Form of certificate evidencing shares of
Common Stock.*
4.2 Underwriter's Warrant Agreement and Form
of Underwriter's Warrant.*
4.3 Warrant Agreement dated June 1, 1998
between the Company and H. Gene Berger
and Form of Warrant.
4.4 Warrant Agreement dated November 12,
1999 between the Company and H. Gene
Berger, and Form of Warrant.
4.5 Warrant Agreement dated November 12,
1999 between the Company and Charles J.
Pendola, and Form of Warrant.
7
<PAGE>
5.1 Opinion of Scheichet & Davis, P.C.
10.1 Purchase and Sale Agreement by and between
the Company, National Medical Homecare,
Inc., Jerry Braun and Sam Soroka dated
March 18, 1988.*
10.2 Lease for 105 Stevens Avenue, White
Plains, New York by and between the
Company and Vincent Rippa as receiver
dated October 30, 1992.*
10.3 Lease for 175 Fulton Avenue, Suite 30IA,
Hempstead, New York by and between and the
Company and Hempstead Associates Limited
Partnership dated July 22, 1993.*
10.4 Deed for 1667 Flatbush Avenue, Brooklyn,
New York from Tiara Realty Co. to the
Company dated April 22, 1994.*
10.5 Agreement between Jerry Braun, Jacob
Rosenberg, Samson Soroka, Hirsch Chitrik,
Sid Borenstein and the Company dated March
31, 1988.*
10.6 Lease for 49 South Main Street, Spring
Valley, New York by and between the
Company and Joffe Management dated
November 1, 1994.*
10.7 Agreement for Provisions of Home Health
Aide and Personal Care Worker Services by
and between the Company and Kingsbridge
Heights Health Facilities Long Term Home
Health Care Program dated November 2,
1994.*
10.8 State of New York Department of Health
Office of Health Systems Management Home
Care Service Agency License for the
Company doing business in Rockland,
Westchester and Bronx Counties dated
May 8, 1995.*
10.9 State of New York Department of Health
Office of Health Systems Management Home
Care Service Agency License for the
Company doing business in Dutchess,
Orange, Putnam, Sullivan and Ulster
Counties dated May 8, 1995.*
8
<PAGE>
10.10 State of New York Department of Health
Office of Health Systems Management Home
Care Service Agency License for the
Company doing business in Nassau, Suffolk
and Queens Counties dated May 8, 1995.*
10.11 State of New York Department of Health
Office of Health Systems Management Home
Care Service Agency License for the
Company doing business in Orange and
Rockland Counties dated July 1. 1995.*
10.12 Lease Renewal for 45 Grand Street,
Newburgh, New York by and between the
Company and Educational and Charitable
Foundation of Eastern Orange County, Inc.
dated July 12, 1995.*
10.13 Lease for 91-31 Queens Boulevard,
Elmhurst, New York by and between the
Company and Expressway Realty Company
dated September 15, 1995.*
10.14 Settlement Agreement and General Release
by and between the Company and Samson
Soroka dated September 28, 1995.*
10.15 Personal Care Aide Agreement by and
between the Company and Nassau County
Department of Social Services dated
October 18, 1995.*
10.16 Lease for 1667 Flatbush Avenue,
Brooklyn, New York by and between the
Company and 1667 Flatbush Avenue LLC dated
November 1, 1995.*
10.17 State of New York Department of Health
Office of Health Systems Management Home
Care Service Agency License for the
Company doing business in Bronx, Kings,
New York, Queens and Richmond Counties
dated December 29, 1995.*
10.18 Home Health Agency Agreement by and
between the Company and the Center for
Nursing and Rehabilitation dated January
1, 1996.*
10.19 Homemaker and Personal Care Agreements by
and between the Company and the County
of Rockland Department of Social Services
dated January 1, 1996.*
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10.20 Home Health Aide/ Personal Care Worker
Services Agreement by and between the
Company and Beth Abraham Hospital dated
January 12, 1996.*
10.21 Homemaker Services Agreement by and
between the Company and the Orange County
Department of Social Services dated
February 16, 1996.*
10.22 Personal Care Service Agreement by and
between the Company and the Orange County
Department of Social Services dated
February 16, 1996.*
10.23 Certified Home Health Agency Agreement
by and between the Company and New York
Methodist Hospital dated February 28,
1996.*
10.24 Employment Agreement by and between the
Company and Jacob Rosenberg dated March
26, 1996.*
10.25 Employment Agreement by and between the
Company and Jerry Braun dated March 26,
1996.*
10.26 Stock Option Agreement by and between the
Company and Jerry Braun dated March 26,
1996.*
10.27 Home Health Agency Agreement by and
between the Company and the Mount Sinai
Hospital Home Health Agency dated April 1,
1996.*
10.28 Absolute, Unconditional, Irrevocable and
Limited Continuing Guaranty of Payment by
and between Jacob Rosenberg and United
Mizrahi Bank and Trust Company dated
May 9, 1996.*
10.29 Absolute, Unconditional, Irrevocable and
Limited Continuing Guaranty of Payment by
and between Jerry Braun and United Mizrahi
Bank and Trust Company dated May 9, 1996.*
10.30 Continuing General Security Agreement by
and between the Company and United Mizrahi
Bank and Trust Company dated May 9, 1996.*
10
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10.31 Agreement for the Purchase of Accounts
Receivable between the Company and 1667
Flatbush Avenue LLC dated July 8, 1996.*
10.32 401 (k) Plan for the Company.*
10.33 Performance Incentive Plan for the
Company.*
10.34 Services Agreement between the Company
and Heart to Heart Health Care Services,
Inc., dated January 1, 1996.*
10.35 Employment Agreement by and between the
Company and Gilbert Barnett dated August
27, 1996.*
10.36 Assignment of lease dated October 8, 1996,
lease dated March 31, 1995 and sublease
dated May 1995 among the Company, as
tenant, Prime Contracting Design Corp.,
as assignor, Bellox Realty Corp., as
landlord and Nutriplus Corp., as
subtenant.*
10.37 Lease for 6 Gramatan Avenue, Mount Vernon,
New York, 10550 by and between the Company
and 6 Gramatan Avenue Corp. dated December
1, 1996.*
10.38 Form of Financial Consulting Agreement
with H.J. Meyers & Co., Inc.*
10.39 Forms of Merger & Acquisition Agreement
and Indemnification.*
10.40 Consulting Agreement by and between the
Company and H. Gene Berger dated July
30, 1997****
10.41 Agreement between the Company and Heart
To Heart Health Care Services, Inc.
dated August 6, 1998.*****
10.42 Agreement between the Company and Heart
to Heart Health Care Services, Inc. dated
July 29, 1999. ******
10.43 Employment Agreement by and between the
Company and Jerry Braun dated November
12, 1999. *******
10.44 Employment Agreement by and between the
Company and JacobRosenberg dated November
12,1999. *******
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23.1 Consent of Scheichet & Davis, P.C.
(contained in Exhibit 5.1).
23.3 Consent of M.R.Weiser & Co.LLP Independent
Public Accountants.
24.1 Power of Attorney (See "Power of Attorney"
in the Registration Statement).
_______________
* Incorporated by reference to Exhibits filed as part of the Company's
Registration Statement on Form SB-2 under File No. 333-08152, which was
declared effective on December 20, 1996.
** Incorporated by reference to Exhibits filed as part of the Company's
Form 8-K report with an event date of December 8, 1997.
*** Incorporated by reference to Exhibits filed as part of the Company's
Form 8-K report with an event date of February 8, 1998.
**** Incorporated by reference to Exhibits filed as part of the Company's
Form 10-KSB report for the year ended December 31, 1997.
***** Incorporated by reference to Exhibits filed as part of the Company's
Form 10-QSB report for the quarter ended June 30, 1998.
****** Incorporated by reference to Exhibits filed as part of the Company's
Form 10-QSB report for the quarter ended June 30, 1999.
******* Incorporated by reference to Exhibits filed as part of the Company's
Form 10-QSB report for the quarter ended September 30, 1999.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes, except as otherwise
specifically provided in the rules of the Securities and Exchange Commission
promulgated under the Securities Act of 1933:
(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;
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(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) that, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however that paragraphs (1)(i) and (1)(ii) do not apply if this Registration
Statement is on Form S-3 or Form S-8 and the information required to be included
in a post-effective amendment by these paragraphs is contained in periodic
reports filed by the Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement 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.
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 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.
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POWER OF ATTORNEY
-------------------
We, the undersigned officers and directors of New York Health Care, Inc.
(the "Company"), do hereby constitute and appoint Jerry Braun and Jacob
Rosenberg, or any of them, our true and lawful attorneys and agents to sign this
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission ("SEC") and to do any and all acts and things and to execute any and
all instruments for us and in our names in the capacities indicated below, which
said attorneys and agents, or any one of them, may deem necessary or advisable
to enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the SEC in connection with such
Registration Statement including, specifically, but without limitation, power
and authority to sign for us or any of us in our names and in the capacities
indicated below, any . and all amendments (including post-effective amendments)
hereto; and we do hereby ratify and confirm all that the said attorneys and
agents, or any of them, shall do or cause to be done by virtue of this Power of
Attorney.
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SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on behalf by the undersigned, thereunto duly authorized,
in the City of New York, and State of New York, on the 16th day of November,
2000.
NEW YORK HEALTH CARE, INC.
By: /s/ Jerry Braun
----------------------------------------
Jerry Braun
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
/s/ Jerry Braun President, Chief Executive November 16, 2000
------------------------
Jerry Braun Officer and Director
/s/ Jacob Rosenberg Vice President, Chief Operating November 16, 2000
------------------------
Jacob Rosenberg Officer, Chief Financial Officer,
Secretary and Director
/s/ Hirsch Chitrik Director November 16, 2000
------------------------
Hirsch Chitrik
/s/ Sid Borenstein Director November 16, 2000
------------------------
Sid Borenstein
/s/ H. Gene Berger Director November 16, 2000
------------------------
H. Gene Berger
/s/ Charles J. Pendola Director November 16, 2000
------------------------
Charles J. Pendola
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