<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 13, 1998
Allin Communications Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State of Other Jurisdiction of Incorporation)
0-21395 21-1795265
(Commission File Number) (IRS Employer Identification No.)
400 Greentree Commons, 381 Mansfield Avenue
Pittsburgh, Pennsylvania 15220-2751
(Address of Principal Executive Offices) (Zip Code)
(412) 928-8800
(Registrant's Telephone Number, Including Area Code)
<PAGE>
This filing by Allin Communications Corporation (the "Company") is an
amendment to the Company's Current Report on Form 8-K dated as of August 13,
1998 describing the Company's acquisition of all of the outstanding capital
stock of KCS Computer Services, Inc., a Pennsylvania corporation ("KCS"),
pursuant to a Stock Purchase Agreement among the Company and the shareholders of
KCS. This filing updates certain information included in the Company's Report on
Form 8-K/A (Amendment No.1) dated as of August 13, 1998, which provided certain
financial information concerning KCS, including audited financial statements for
the years ended December 31, 1996 and 1997, interim unaudited financial
statements for the six months ended June 30, 1997 and 1998, and pro forma
condensed consolidated financial information. This Report on Form 8-K/A
(Amendment No. 2) provides certain financial information concerning KCS,
including interim unaudited financial statements for the seven months ended July
31, 1998, and a pro forma condensed consolidated statement of operations for the
nine months ended September 30, 1998. The information contained in this filing
on Form 8 K/A (Amendment No. 2) should be read in conjunction with information
set forth in the Company's filings on Form 8 K dated as of August 13, 1998
describing the acquisition of KCS and dated as of September 30, 1998 describing
the Company's sale of its sports marketing subsidiary, SportsWave, Inc., and the
closure of a Loan and Security Agreement with S&T Bank, a Pennsylvania banking
association, and the Company's filing on Form 8-K/A (Amendment No. 1) dated as
of August 13, 1998. The information contained in this filing should also be read
in conjunction with the audited financial statements and notes for the years
ended December 31, 1996 and 1997 contained in the Company's Annual Report on
Form 10 K for the year ended December 31, 1997, and the Company's filings on
Form 10 Q for the quarterly periods ended March 31, 1998, June 30, 1998 and
September 30, 1998.
The Company's acquisition of KCS was effective for accounting purposes as
of August 1, 1998.
<PAGE>
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired:
Independent Auditors' Report
Audited Balance Sheets of KCS Computer Services, Inc. as of December
31, 1997 and 1996 (previously filed)
Audited Statements of Operations and Retained Earnings of KCS Computer
Services, Inc. for the Years Ended December 31, 1997 and 1996
(previously filed)
Audited Statements of Cash Flows of KCS Computer Services, Inc. for
the Years Ended December 31, 1997 and 1996 (previously filed)
Notes to Audited Financial Statements of KCS Computer Services, Inc.
(previously filed)
Unaudited Balance Sheets of KCS Computer Services, Inc. as of June 30,
1998 and 1997 (previously filed)
Unaudited Statements of Operations and Retained Earnings of KCS
Computer Services, Inc. for the Six Months Ended June 30, 1998 and
1997 (previously filed)
Unaudited Statements of Cash Flows of KCS Computer Services, Inc. for
the Six Months Ended June 30, 1998 and 1997 (previously filed)
Notes to Unaudited Financial Statements of KCS Computer Services, Inc.
(previously filed)
Unaudited Balance Sheet of KCS Computer Services, Inc. as of July 31,
1998
Unaudited Statement of Operations and Retained Earnings of KCS
Computer Services, Inc. for the Seven Months Ended July 31, 1998
Unaudited Statement of Cash Flows of KCS Computer Services, Inc. for
the Seven Months Ended July 31, 1998
Notes to Unaudited Financial Statements of KCS Computer Services, Inc.
(b) Pro Forma Financial Information:
Pro Forma Condensed Consolidated Balance Sheet as of June 30, 1998
(previously filed)
Pro Forma Condensed Consolidated Statement of Operations for the Year
Ended December 31, 1997 (previously filed)
Pro Forma Condensed Consolidated Statement of Operations for the Six
Months Ended June 30, 1998 (previously filed)
<PAGE>
Item 7. (cont.)
Notes to Pro Forma Condensed Consolidated Financial Statements
(previously filed)
Pro Forma Condensed Consolidated Statement of Operations for the Nine
Months Ended September 30, 1998
Notes to Pro Forma Condensed Consolidated Statement of Operations for
the Nine Months Ended September 30, 1998
(c) Exhibits:
2.1 Stock Purchase Agreement dated August 13, 1998 among the
Registrant, KCS Computer Services, Inc. and the stockholders of
KCS Computer Services, Inc. (previously filed)
3(i)(a) Certificate of Designation for Series B Redeemable Preferred Stock
of the Registrant (previously filed)
3(i)(b) Certificate of Correction Relating to the Series B Redeemable
Preferred Stock of the Registrant (previously filed)
4.1 Preemptive Rights Agreement dated August 13, 1998 among the
Registrant and certain stockholders of the Registrant (previously
filed)
4.2 Form of Warrant for purchasers of Series B Redeemable Preferred
Stock (previously filed)
4.3 Promissory Note dated August 13, 1998 in the principal amount of
$2,000,000 (previously filed)
4.4 Certificate of Designation for Series B Redeemable Preferred Stock
of the Registrant (previously filed)
4.5 Certificate of Correction Relating to the Series B Redeemable
Preferred Stock of the Registrant (previously filed)
10.1 Registration Rights Agreement dated August 13, 1998 among the
Registrant and certain stockholders of the Registrant (previously
filed)
10.2 Promissory Note dated August 13, 1998 in the principal amount of
$6,200,000 (previously filed)
23 Consent of Grossman Yanak & Ford LLP (previously filed)
99 Press Release dated August 13, 1998 (previously filed)
<PAGE>
KCS COMPUTER SERVICES, INC.
BALANCE SHEET (UNAUDITED)
JULY 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS NOTES
- ------ -----
<S> <C> <C>
CURRENT ASSETS:
Cash 1 $ 339,891
Trade accounts receivable (net of allowance
for doubtful accounts of $130,000) 1,753,617
Deferred income taxes 1,5 64,000
Prepaid expenses 6,784
----------
Total current assets 2,164,292
PROPERTY AND EQUIPMENT, NET 1,2 183,308
DEPOSITS 6,733
----------
TOTAL $2,354,333
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 258,716
Accrued payroll and payroll related expenses 252,120
Accrued other taxes 7 18,145
Income taxes payable 1,5 150,760
Current portion of notes payable 3 456,125
Current portion of capital lease obligations 4 7,749
----------
Total current liabilities 1,143,615
----------
LONG-TERM LIABILITIES:
Notes payable 3 170,750
Capital lease obligation 4 5,115
Deferred income taxes 1,5 226,000
----------
Total long-term liabilities 401,865
----------
STOCKHOLDERS' EQUITY:
Common stock - par value $1 per share;
500,000 shares authorized; 1,040 shares
issued and outstanding 1,040
Additional paid-in capital 43
Retained earnings 807,770
----------
Total stockholders' equity 808,853
----------
TOTAL $2,354,333
==========
See notes to financial statements.
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
KCS COMPUTER SERVICES, INC.
STATEMENT OF INCOME AND RETAINED EARNINGS (UNAUDITED)
FOR THE SEVEN MONTHS ENDED JULY 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NOTES
-----
<S> <C> <C>
PROFESSIONAL FEES $8,275,539
----------
EXPENSES:
Wages and salaries 4,162,101
Payroll taxes 364,954
Employee fringe benefits 134,432
Outside services 2,211,119
Cost of software and computers resold 86,589
Travel and entertainment 343,717
Club dues 3,808
Rent 141,215
Repairs 708
Utilities 47,408
Auto expense 40,434
Professional services 11,782
Advertising 22,973
Seminars and training 14,246
Office expense 45,816
Other taxes 9,071
Insurance 22,032
Dues and subscriptions 2,944
Charitable contributions 150
Depreciation and amortization 39,901
Bad debt expense 109,082
Miscellaneous (16,039)
----------
Total 7,798,443
----------
OPERATING INCOME 477,096
----------
OTHER EXPENSE:
Interest expense 3 37,950
Miscellaneous 107,697
----------
Total 145,647
----------
INCOME BEFORE TAXES 331,449
INCOME TAX PROVISION 5 131,588
----------
NET INCOME 199,861
----------
RETAINED EARNINGS, BEGINNING 607,909
----------
RETAINED EARNINGS, ENDING $ 807,770
==========
See notes to financial statements.
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
KCS COMPUTER SERVICES, INC.
STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE SEVEN MONTHS ENDED JULY 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 199,861
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 39,901
Deferred income taxes (156,000)
(Increase) decrease in:
Accounts receivable (245,724)
Prepaid expenses (6,683)
Increase (decrease) in:
Accounts payable 104,061
Accrued liabilities (268,769)
----------
Net cash provided by (used in) operating activities (333,353)
----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions (28,771)
Increase in deposits (4,426)
----------
Net cash provided by (used in) investing activities (33,197)
----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of notes payable and
capital lease obligations (257,676)
Proceeds from borrowings 300,000
----------
Net cash provided by (used in) financing activities 42,324
----------
NET INCREASE (DECREASE) IN CASH (324,226)
CASH, BEGINNING 664,117
----------
CASH, ENDING $ 339,891
==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 37,950
==========
Income taxes $ 482,918
==========
See notes to financial statements.
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
KCS COMPUTER SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - KCS Computer Services, Inc. (the "Company") is a national
systems integration company that provides custom technical solutions for
client/server and legacy system environments. The Company was incorporated
in Pennsylvania on March 20, 1986. Effective December 31, 1996, Information
Technology Solutions, Inc., KCS Training and Temporary Services, Inc. and KCS
Personnel Services, Inc., which were affiliated companies also controlled by
the controlling stockholder, were merged into KCS Computer Services, Inc.
On August 13, 1998, the Company's stockholders sold all of the outstanding
stock of the Company. In connection with this transaction, the Company is
now a wholly-owned subsidiary of Allin Communications Corporation.
Basis of Accounting - The accompanying financial statements have been
prepared on the accrual basis of accounting. Revenues are recognized when
earned and expenses are recognized when incurred.
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the dates
of the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those
estimates.
Cash - The Company maintains cash at financial institutions which may at
times exceed federally insured amounts and which may at times exceed balance
sheet amounts due to outstanding checks.
Property and Equipment - Property and equipment are recorded at cost.
Depreciation and amortization are provided for financial reporting purposes
using the straight-line method over the estimated useful lives of the assets
ranging from five to thirty-nine years. Maintenance and repairs are charged
to income as incurred. The cost of property sold or retired and the related
accumulated depreciation are eliminated from the accounts and the resulting
gain or loss is reflected in earnings. Net property and equipment includes
assets held under capital leases with a cost of $67,803 and with accumulated
amortization of $56,261 as of July 31, 1998.
- --------------------------------------------------------------------------------
<PAGE>
Income Taxes - Income taxes are provided for the tax effects of transactions
reported in the financial statements and consist of current taxes due plus
deferred taxes related primarily to differences between the bases of accrued
expenses and property and equipment for financial and income tax reporting
and the results of a change in accounting method for income tax purposes (see
Note 6).
The deferred tax assets and liabilities represent future tax consequences of
those differences, which will either be taxable or deductible when the assets
and liabilities are recovered or settled.
2. PROPERTY AND EQUIPMENT
Property and equipment at July 31, 1998 consists of:
Office furniture and equipment $ 394,018
Leasehold improvements 54,325
---------
Total 448,343
Less accumulated depreciation
and amortization (265,035)
---------
Property and equipment, net $ 183,308
=========
3. NOTES PAYABLE
July 31,1998
------------
Notes payable consist of:
Note payable to bank in monthly
principal installments of $21,344
plus interest at the prime rate plus
.75% through March 2000 $426,875
- -------------------------------------------------------------------------------
<PAGE>
July 31,1998
------------
Note payable to bank in monthly
principal installments of $25,000
plus interest at prime rate plus
.5% from April 1998 through
March 1999 $200,000
--------
Total 626,875
Less current portion 456,125
--------
Long-term debt $170,750
========
Maturities of debt for years after July 31, 1998 are as follows:
1999 $456,125
2000 170,750
--------
Total $626,875
========
The Company also has a revolving line of credit agreement, which expires on
March 27, 1999, with maximum borrowings of $400,000. Interest on the line is
payable monthly at the prime rate plus .5% at July 31, 1998. The prime rate
was 8.5% at July 31, 1998. There was no outstanding borrowings on the line at
July 31, 1998.
The term notes and line of credit are secured by all tangible and intangible
assets of the Company, are personally guaranteed by the majority stockholder,
and are subject to certain covenants which are ordinary to such credit
facilities and which include restrictions as to, among other things, debt
coverage ratios and tangible net worth.
4. LEASES
The Company leases office space, automobiles and equipment under operating
leases that expire at various times through 2002. Total rental expense
under operating leases for the seven months ended July 31, 1998 was
$141,215. Minimum future annual rental commitments for all non-cancellable
operating leases as of July 31, 1998 are as follows:
1999 $215,523
2000 178,474
2001 89,530
2002 11,308
--------
Total $494,835
========
- --------------------------------------------------------------------------------
<PAGE>
The Company leases other office equipment under capital leases which expire
at various times through 2002. The following represents the future minimum
lease payments under capital leases and their present value at July 31, 1998:
1999 $ 9,102
2000 2,712
2001 2,712
2002 678
--------
Total minimum lease payments 15,204
Less amount representing interest 2,340
--------
Present value of minimum lease payments
(including $7,749 classified as current) $ 12,864
=========
5. INCOME TAXES
The components of the income tax provision are as follows:
Current income tax provision:
Federal $ 209,693
State 58,895
---------
Total 268,588
---------
Deferred income tax benefit:
Federal (103,000)
State (34,000)
---------
Total (137,000)
---------
Total $ 131,588
=========
The Company changed its method of accounting for income tax purposes from the
cash basis to the accrual basis under Section 446 of the Internal Revenue
Code effective with the filing of the 1997 corporate income tax return. Among
the effects of this change will be the recognition of approximately $993,000
of taxable income evenly over a four year period beginning in 1997.
Accordingly, approximately $248,000 of taxable income was included in 1998
for purposes of calculating the current tax provision for the six months
ended July 31, 1998.
- --------------------------------------------------------------------------------
<PAGE>
The provision for income taxes for the seven months ended July 31, 1998 is
more than that calculated at statutory rates principally due to deductions
recognized in the financial statements which are not deductible for tax
purposes, primarily consisting of penalties and nondeductible club dues,
meals and entertainment.
The net deferred tax assets and liabilities at July 31, 1998 consist of
$64,000 of current deferred tax assets related principally to the allowance
for doubtful accounts and accrued expenses and $226,000 of noncurrent
deferred tax liabilities related principally to the Section 446 adjustment
discussed above and accumulated depreciation.
6. PROFIT SHARING PLAN
The Company sponsors a 401(k) profit sharing plan covering substantially all
employees under which eligible employees may contribute a portion of their
eligible earnings to the plan. The Company may make discretionary
contributions as determined by the Board of Directors. No Company
contributions were recognized for the seven months ended July 31, 1998.
7. OTHER COMMITMENTS AND CONTINGENCIES
The Pennsylvania Department of Revenue has presented KCS Computer Services,
Inc. and its prior affiliated companies (See Note 1) a tax assessment of
$193,212 plus penalties and interest of $63,238 as a result of a sales tax
audit. The Company had filed timely appeals and vigorously contested the
assessment. During April 1998, the Pennsylvania Department of Revenue reduced
the assessment by $57,020 and abated penalties of $38,492. During September
1998, the Pennsylvania Department of Revenue further reduced the assessment
to $9,345. Accordingly, the assessment, penalties and interest, except for
$10,837 of use tax that will not be contested, have not been reflected in
these financial statements.
- --------------------------------------------------------------------------------
<PAGE>
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The following Pro Forma Condensed Consolidated Statement of Operations of
Allin Communications Corporation (the "Company") for the nine months ended
September 30, 1998 is based on its historical financial statements as of
September 30, 1998, adjusted to give effect to its August 13, 1998 acquisition
of all of the issued and outstanding capital stock of KCS Computer Services,
Inc. ("KCS"). The pro forma financial information assumes that such acquisition
had occurred on January 1, 1997. The Pro Forma Condensed Consolidated Statement
of Operations also assumes the that Company's August 13, 1998 issuance of Series
B preferred stock and warrants and its October 1, 1998 closure of its current
revolving credit facility had occurred on January 1, 1997. The pro forma
financial information included in the report herein should be read in
conjunction with the Pro Forma Condensed Consolidated Financial Statements filed
previously on the Company's Report on Form 8-K/A (Amendment No. 1) dated as of
August 13, 1998.
The pro forma condensed consolidated financial information reflects the
purchase method of accounting for the acquisition of KCS, and accordingly is
based on estimated purchase accounting adjustments that are subject to further
revision depending upon completion of any appraisals or other studies of the
fair value of assets and liabilities. The final purchase accounting adjustments
are not expected to differ significantly from the estimates used herein.
Intercompany sales or expenses recorded between the Company and KCS during
the periods presented have been eliminated. The Company's consolidated results
of operations for the nine months ended September 30, 1998 include the results
of operations of KCS for August and September 1998.
The Company's Consolidated Statement of Operations for the nine months ended
September 30, 1998 has reflected the disposal of SportsWave, Inc. Results of
operations attributable to SportsWave and the gain recognized on disposal are
reflected as Discontinued Operations in the Pro Forma Condensed Consolidated
Statement of Operations for the nine months ended September 30, 1998.
The pro forma condensed consolidated financial information reflects certain
assumptions described above and in Notes to Pro Forma Condensed Consolidated
Statement of Operations below. The pro forma financial information does not
purport to present what the Company's results of operations would actually have
been if the acquisition of KCS had occurred on the assumed date, as specified
above, or to project the Company's financial condition or results of operations
for any future period.
<PAGE>
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
(Unaudited)
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
KCS
Computer
Consolidated Services, Inc.
Allin (Seven Months
Communications Ended Pro Forma Pro Forma
Corporation July 31, 1998) Adjustments Notes Consolidated
----------- -------------- ----------- ----- ------------
<S> <C> <C> <C> <C> <C>
Revenue $ 9,568 $ 8,276 $ 17,844
Cost of sales 5,088 87 5,676 (6) 10,851
----------- ----------- ----------
Gross profit 4,480 8,189 6,993
Selling, general & administrative 10,936 7,819 (5,341) (1)(6) 13,414
----------- ----------- ----------
Loss from operations (6,456) 370 (6,421)
Interest expense (income), net (66) 38 209 (2)(3) 181
----------- ----------- (4)(5) ----------
Loss before income tax expense (6,390) 332 (6,602)
Income tax expense 6 132 138
----------- ----------- ----------
Loss after income tax expense (6,396) 200 (6,740)
Minority interest in non-consolidated
corporation 18 - 18
----------- ----------- ----------
Loss from continuing operations (6,414) 200 (6,758)
(Gain) loss from discontinued operations (1,719) (1,719)
----------- ----------- ----------
Net loss $ (4,695) 200 $ (5,039)
=========== =========== ==========
Net loss per common share - basic
and diluted $ (0.89) $ (0.95)
----------- ----------
Weighted average shares outstanding -
basic and diluted 5,301,699 5,301,699
----------- ----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
(UNAUDITED)
(Dollars in thousands, except per share data)
The pro forma adjustments to the condensed consolidated statement of operations
are as follows:
(1) To record estimated amortization expense related to intangible assets
recorded in connection with the acquisition of KCS, including assembled
work force, customer list and goodwill. Estimated additional amortization
expense is $335 for the nine months ended September 30, 1998.
(2) To record additional interest expense of $76 for the nine months ended
September 30, 1998 for a $2,000 note payable related to the acquisition of
KCS.
(3) To record interest expense of $72 for the nine months ended September 30,
1998 related to the borrowing of $1,000 under the Company's revolving
credit line with S&T Bank. The borrowing is assumed to have occurred to
repay a portion of a note payable due a selling KCS shareholder
approximately 1.5 months after the assumed date of KCS acquisition, January
1, 1997. The interest expense is based on estimated prime interest rates
during the periods and the premium to prime rate specified in the Company's
loan agreement.
(4) To reflect foregone interest income at estimated money market rates on
$2,355 of the Company's working capital assumed to have been utilized in
connection with repayment of the $6,200 note payable related to the KCS
acquisition. Foregone interest income is estimated at $96 for the nine
months ended September 30, 1998.
(5) To reflect reduced interest expense resulting from the assumed January 1,
1997 repayment of notes payable due from KCS to a bank. The estimated
reduction in interest expense is based on average principal balances
outstanding during the respective periods, estimated prime interest rates
during the periods and the premium to prime rate applicable under the KCS
notes. Reduced interest expense reflected in the pro forma statement of
operations is $35 for the nine months ended September 30, 1998.
(6) To reclassify estimated cost of sales applicable to KCS' operations during
the period presented in the pro forma statements of operations. Such costs
were not segregated from other selling, general & administrative expenses
in KCS financial statements. Cost of sales was estimated based on rates
consistent with historical KCS operational analysis of billing rates and
consultant costs. The reclassification makes the presentation consistent
with the Company's classifications of cost of sales and selling, general &
administrative expenses for its technology consulting business. Amounts
reclassified to cost of sales were $5,676 for the nine months ended
September 30, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
ALLIN COMMUNICATIONS CORPORATION
Date: November 10, 1998 By: /s/ Richard W. Talarico
-----------------------
Richard W. Talarico
Chairman and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
2.1 Stock Purchase Agreement dated August 13, 1998 among the Registrant,
KCS Computer Services, Inc. and the stockholders of KCS Computer
Services, Inc. (previously filed)
3(i)(a) Certificate of Designation for Series B Redeemable Preferred Stock
of the Registrant (previously filed)
3(i)(b) Certificate of Correction Relating to the Series B Redeemable
Preferred Stock of the Registrant (previously filed)
4.1 Preemptive Rights Agreement dated August 13, 1998 among the Registrant
and certain stockholders of the Registrant (previously filed)
4.2 Form of Warrant for purchasers of Series B Redeemable Preferred Stock
(previously filed)
4.3 Promissory Note dated August 13, 1998 in the principal amount of
$2,000,000 (previously filed)
4.4 Certificate of Designation for Series B Redeemable Preferred Stock
of the Registrant (previously filed)
4.5 Certificate of Correction Relating to the Series B Redeemable
Preferred Stock of the Registrant (previously filed)
10.1 Registration Rights Agreement dated August 13, 1998 among the
Registrant and certain stockholders of the Registrant (previously
filed)
10.2 Promissory Note dated August 13, 1998 in the principal amount of
$6,200,000 (previously filed)
23 Consent of Grossman Yanak & Ford LLP (previously filed)
99 Press Release dated August 13, 1998 (previously filed)
