SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended DECEMBER 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _________________ to ____________________
Commission File No. _________
ADVANCED ELECTRONIC SUPPORT PRODUCTS, INC.
(Exact name of registrant in its charter)
FLORIDA 59-2327381
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1819 N.W. 144TH STREET, NORTH MIAMI, FLORIDA 33181
(Address of principal executive offices) (Zip Code)
(305) 944-7710
(Issuer's telephone number)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
None
Securities registered pursuant to section 12(g) of the Exchange Act:
COMMON STOCK
REDEEMABLE COMMON STOCK PURCHASE WARRANTS
Indicate by check whether the registrant (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter periods 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 ____
Indicate by check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B (ss.229.405) is contained hereon, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
DOCUMENTS INCORPORATED BY REFERENCE
Certain exhibits listed in Part IV of this Annual Report on Form
10-KSB, as amended, are incorporated by reference from prior filings made by the
registrant under the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended.
<PAGE>
The purpose of this Amendment No. 1 to Form 10-KSB of Advanced
Electronic Support Products, Inc. (the "Company") for the year ended December
31, 1998 is to add the information required by Items 9, 10, 11 and 12 of Part
III to the Form 10-KSB.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The Articles of Incorporation and By-laws of the Company provide for
one class of Board of Directors. At the date of this Proxy Statement, the
members of the Board and the length of service as Directors were as follows:
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE POSITIONS SINCE
- ---- --- --------- -----
<S> <C> <C>
Slav Stein(1) 54 President, Chief Executive Officer and 1983
Director
Roman Briskin(1) 49 Executive Vice President, Secretary and 1984
Director
Terrence R. Daidone(1)(3) 39 Director 1997
William B. Coldrick(2)(3) 57 Director 1997
L. Phillips Reames(2) 55 Director 1997
</TABLE>
- --------------------
(1) Member of the Executive Committee.
(2) Member of the Audit Committee.
(3) Member of the Compensation Committee.
BUSINESS EXPERIENCE
The principal occupations for the past five years of each of the
Directors of the Company are as follows:
Mr. Stein is a founder of the Company and has been employed by the
Company in a senior executive capacity and has been a Director of the Company
since its formation in 1983. Mr. Stein has been the President, Chief Executive
Officer and a Director of the Company since the Company's initial public
offering in February 1997 (the "IPO"). Mr. Stein is a principal shareholder
of the Company. See "Principal Shareholders" and "Certain Transactions".
Mr. Briskin has been a senior executive officer and a director of the
Company since 1984, and has served as Executive Vice President, Secretary and a
Director of the Company since the IPO. Mr. Briskin is also a principal
shareholder of the Company. See "Principal Shareholders" and "Certain
Transactions".
1
<PAGE>
Mr. Daidone has served as a Director of the Company since January 1997.
Mr. Daidone has been Vice President of Sales and Marketing of Fugate and
Associates, Inc./ERS Imaging Supplies, Inc., a private corporation engaged in
the collection and distribution of empty printer cartridges since January 1996.
From 1993 to 1996, Mr. Daidone served as Director of Mass Merchant Operations
with Nashua Corporation, a company engaged in the manufacturing of coated
products.
Mr. Coldrick has served as a Director of the Company since June 1997.
Mr. Coldrick is also a Director of Focus Enhancements, Inc., a Delaware
corporation, where he has served since 1993. See "Certain Transactions". Mr.
Coldrick is retired. Prior to his retirement, Mr. Coldrick served in various
senior capacities with Apple Computer and Unisys Corporation. Mr. Coldrick
currently acts as an investor in and a consultant to several companies.
Mr. Reames has served as a Director of the Company since June 1997. For
the last five years, Mr. Reames has served as Chairman of Argent Securities,
Inc., an investment banking firm headquartered in Atlanta, Georgia. See "Certain
Transactions."
MEETINGS OF THE BOARD
The Board of Directors held a total of six meetings during the year
ended December 31, 1998. Each of the Directors attended at least 75 percent of
the meetings of the Board of Directors except director L. Philip Reames, who
attended four of the six meetings of the Board. Additionally, during 1998 the
Compensation Committee met once and the Executive and Audit committees did not
meet.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board has the responsibility for establishing broad corporate
policies and for the overall performance of the Company. In July 1997, the Board
established three committees to assist it in carrying out its duties. The
standing committees of the Board are the Executive Committee, the Audit
Committee and the Compensation Committee.
The Executive Committee is authorized to meet between meetings of the
Board and to exercise the powers of the Board, subject to limitations imposed by
law.
The Audit Committee is responsible for maintaining communications
between the Board and the Company's independent auditors, monitoring performance
of the independent auditors, reviewing audit scope and results, reviewing the
organization and performance of the Company's internal systems of audit and
financial controls, and recommending the retention or, where appropriate, the
replacement of independent auditors.
The Compensation Committee's responsibilities include reviewing and
approving compensation policies and practices for all executive officers and for
fixing the total compensation of the executive officers. The Compensation
Committee also administers the Company's 1996 Stock Option Plan.
2
<PAGE>
EXECUTIVE OFFICERS
The following list reflects the Company's executive officers as of the
date of this Form 10-KSB/A, the capacity in which they serve the Company, and
when they took office:
<TABLE>
<CAPTION>
EXECUTIVE
NAME AGE POSITION OFFICER SINCE
- ---- --- -------- -------------
<S> <C> <C>
Slav Stein......................... 54 President and Chief Executive Officer 1983
Roman Briskin...................... 49 Executive Vice President and Secretary 1984
George Baldwin..................... 54 Vice President, Chief Financial Officer 1999
and Treasurer
</TABLE>
BUSINESS EXPERIENCE
SLAV STEIN. See the biographical information contained in "Board of
Directors".
ROMAN BRISKIN. See the biographical information contained in "Board of
Directors".
GEORGE BALDWIN joined the Company in March 1999. Prior to joining the
Company, Mr. Baldwin was, (i) from April 1997 until December 1998 the Chief
Financial Officer of Metalithic Systems, Inc., a company engaged in the
development of advanced hardware for the digitization and transmission of voice
and data over the Internet and over telephone networks, (ii) from May 1996 to
April 1997 the Chief Operating Officer of Sybervision Systems, Inc., a direct
marketing company, and (iii) from August 1994 to May 1996, the Chief Financial
Officer of EScan, Inc., a company engaged in the development of hardware and
software for the digitization and transmission of images over telephone networks
and dedicated communications lines.
SIGNIFICANT EMPLOYEES
MARTIN GERBER has served as Vice President of Marketing since joining
the Company in March 1997. Prior to March 1997, Mr. Gerber had served as
President and Chief Executive Officer of Cannon Telephone and Communication
Limited, a company engaged in sales, marketing and business consulting, which he
founded in 1994. Prior thereto Mr. Gerber was a national sales manager for
Gemini Industries, Inc., a manufacturer and distributor of customer electronic
accessories.
FAMILY RELATIONSHIPS
There are no family relationships between or among any of the directors
and executive officers of the Company.
COMPLIANCE WITH SECTION 16(A)
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company pursuant to Rule 16a-3(e) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"),
3
<PAGE>
during the Company's fiscal year ended December 31, 1997 and any Forms 5 and
amendments thereto furnished to the Company with respect to such fiscal year,
and any written representations referred to in subparagraph (b)(2)(i) of Item
405 of Regulation S-B, except as set forth below, no person who at any time
during the fiscal year ended December 31, 1998 was a Director, officer or, to
the knowledge of the Company, a beneficial owner of more than 10% of any class
of equity securities of the Company registered pursuant to Section 12 of the
Exchange Act, failed to file on a timely basis, as disclosed in Forms 3, 4 and
5, reports required by Section 16(a) of the Exchange Act during the fiscal year
ended December 31, 1998. L. Phillips Reames, who became a Director of the
Company in May 1997 and was granted options to purchase 12,000 shares of the
Company's Common Stock, has not to date filed a Form 3 or a Form 5 to reflect
his directorship or stock options.
ITEM 10. EXECUTIVE COMPENSATION
The following table shows remuneration paid or accrued by the Company
during the year ended December 31, 1998 and for each of the two preceding years,
to the Chief Executive Officer and to each of the other most highly compensated
executive officers of the Company whose total annual salary and bonus exceeded
$100,000:
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
----------------------------------------
AWARDS
----------------------
ALL OTHER
RESTRICTED COMPEN-
NAME AND SALARY BONUS STOCK OPTION/ SATION
PRINCIPAL POSITION YEAR ($) ($)(1) AWARDS SARS(#) PAYMENTS (2)(3)
- ------------------- ---- ------ ----- ---------- ------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Slav Stein 1998 $164,423 $ - 100,000 - $6,000
1997 149,723 62,516 - 290,250 - 6,000
1996 122,477 - - 100,000 - -
Roman Briskin 1998 $164,423 $ - 100,000 - $6,000
1997 149,723 62,516 - 290,250 - 6,000
1996 122,477 - - 100,000 - -
</TABLE>
- ------------------------------------
(1) Bonus is based on a percentage of pre-tax income in accordance with
existing employment agreements. See "Employment Agreements."
(2) Does not include compensation paid to the executive to allow the
executive to pay taxes on the Company's income incurred while the
Company was an S corporation for federal income tax purposes and
interest on promissory notes due to Messrs. Stein and Briskin from the
Company. See "Certain Relationships and Related Transactions."
(3) Messrs. Stein and Briskin receive an automobile allowance of $6,000
per year. See "Employment Agreements.
4
<PAGE>
OPTION GRANTS DURING LAST FISCAL YEAR
The following table sets forth information concerning options granted
during the fiscal year ended December 31, 1998 to the persons named in the
preceding summary compensation table under the caption "Executive Compensation."
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
(a) Number of
Securities % of Total
Underlying Options/SARs
Options/ Granted to Exercise
SARs Employees in or Base Expiration
Granted(#) Fiscal Year Price ($/Sh) Date
- ------------------------------------------------------------------------------------------------------------------------
Name
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Slav Stein 100,000 38.2% 1.50 7/23/2008
Roman Briskin 100,000 38.2% 1.50 7/23/2008
</TABLE>
- ---------------------------
* Options were originally issued with an exercise price of $3.35 per
share. Options were repriced on October 30, 1998 to an exercise price
of $1.50 per share.
5
<PAGE>
AGGREGATED OPTIONS EXERCISED DURING LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
The following table also sets forth information concerning the value of
unexercised stock options at the end of the 1998 fiscal year for the persons
named in the preceding summary compensation table under the caption "Executive
Compensation."
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)
Shares Acquired Value
on Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable*
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Slav Stein - - 175,000/215,250 0/0
Roman Briskin - - 175,000/215,250 0/0
</TABLE>
- ----------------------
* Computed based upon the difference between the closing price of the
Common Stock at December 31, 1998 (1 5/16) and the exercise price
of the options ($1.50). No value has been assigned to options which
are not in the money.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company annually receive options
to acquire 25,000 shares of Common Stock, at the closing price of the Common
Stock on the date of grant. These options vest immediately. Directors also
receive $3,000 per year for service on the Board of Directors and on committees
of the Board of Directors. Directors who are employees of the Company receive no
additional compensation for their service on the Board of Directors. All
Directors are also reimbursed for expenses incurred in attending Board meetings.
EMPLOYMENT AGREEMENTS
On February 19, 1997, in connection with the IPO, Messrs. Stein and
Briskin each entered into an employment agreement with the Company. The term of
such employment agreements (subject to earlier termination for cause) are for an
initial period of five years and will thereafter continue for successive
one-year terms unless canceled by either party. During the term of such
employment agreements, Messrs. Stein and Briskin will each receive a salary of
$150,000 per year, which salary will increase annually by 10 percent of the
prior year's salary plus the increase in the consumer price index, which annual
increase may not, in any event, exceed 20 percent of the prior year's salary. In
addition,
6
<PAGE>
Messrs. Stein and Briskin will each be entitled to receive an annual bonus equal
to five percent of the Company's pre-tax net income in each fiscal year. The
Company provides each of Messrs. Stein and Briskin with an automobile allowance
of $500 per month and a term life insurance policy in the amount of $500,000.
In the event that during the term of such employment agreements there
is a change of control of the Company which has not been approved by the
Company's Board of Directors, Messrs. Stein and Briskin will have the option to
terminate their employment with the Company within three months of the change of
control and receive a lump sum payment of $750,000 each. In such event, all
previously granted stock options would become automatically vested. If the Board
of Directors approves a change of control, Messrs. Stein and Briskin may
terminate their employment, but would only be entitled to receive a payment
equal to the prior year's annual salary and to become automatically vested in a
portion of their stock option equal to their percentage completion of the term
of their employment agreement. For purposes of the employment agreements, a
change in control is defined as an event that: (i) would be required to be
reported in response to Item 6(e) of Schedule 14(a) of Regulation 14A under the
Exchange Act; or (ii) causes a person other than Messrs. Stein and Briskin to
beneficially own more than 30 percent of the Company's outstanding securities.
As part of such employment agreements, each of Messrs. Stein and Briskin will
agree not to compete against the Company for a 12-month period following the
termination of his employment with the Company for any reason other than a
change in control without the approval of the Board of Directors.
STOCK OPTION PLAN
The Company has adopted the 1996 Stock Option Plan (the "1996 Plan").
Pursuant to the 1996 Plan, options to acquire a maximum of 265,000 shares of
Common Stock may be granted to directors, executive officers, employees
(including employees who are directors), independent contractors and consultants
of the Company. At the date of this Form 10-KSB/A, options to purchase 233,300
options have been granted under the 1996 Plan, 141,799 of which are presently
vested. On October 30, 1998, the exercise price of all outstanding employee,
officer and director options was repriced to an exercise price of $1.50 per
share.
The 1996 Plan is administered by the Compensation Committee of the
Board of Directors. The Compensation Committee determines which persons will
receive options and the number of options to be granted to such persons. The
Compensation Committee also interprets the provisions of the 1996 Plan and makes
all other determinations that it may deem necessary or advisable for the
administration of the 1996 Plan.
Pursuant to the 1996 Plan, the Company may grant both ISOs (Incentive
Stock Options) and NQSOs (Non-Qualified Stock Options). The price at which the
Company's Common Stock may be purchased upon the exercise of options granted
under the 1996 Plan are required to be at least equal to the per share fair
market value of the Common Stock on the date particular options are granted.
Options granted under the 1996 Plan may have maximum terms of not more than 10
years and are not transferable, except by will or the laws of descent and
distribution. None of the ISOs under the 1996 Plan may be granted to an
individual owning more than 10 percent of the total combined voting power of all
classes of stock issued by the Company unless the purchase price of the Common
Stock under such option is at least 110 percent of the fair market value of the
shares issuable on exercise of the option determined as of the date the option
is granted, and such option is not exercisable more than five years after the
grant date.
7
<PAGE>
Generally, unless otherwise determined by the Compensation Committee or
the Board of Directors, options granted under the 1996 Plan remain outstanding
and may be exercised at any time up to three months after the person to whom
such options were granted is no longer employed or retained by the Company or
serving on the Company's Board of Directors.
Pursuant to the 1996 Plan, unless otherwise determined by the
Compensation Committee, one-third of the options granted to an individual are
exercisable upon grant, one-third are exercisable on the first anniversary of
such grant and the final one-third are exercisable on the second anniversary of
such grant. However, options granted under the 1996 Plan shall become
immediately exercisable if the holder of such options is terminated by the
Company or is no longer a director of the Company, as the case may be,
subsequent to certain events which are deemed to be a "change in control" of the
Company. A "change in control" of the Company generally is deemed to occur when
(i) any person becomes the beneficial owner of or acquires voting control with
respect to more than 20 percent of the Common Stock (or 35 percent if such
person is a holder of Common Stock on the effective date of the IPO) (ii) a
change occurs in the composition of a majority of the Company's Board of
Directors during a two-year period, provided that a change with respect to a
member of the Company's Board of Directors shall be deemed not to have occurred
if the appointment of a member of the Company's Board of Directors is approved
by a vote of at least 75 percent of the individuals who constitute the then
existing Board of Directors; or (iii) the Company's shareholders approve the
sale of substantially all of the Company's assets.
ISOs granted under the 1996 Plan are subject to the restriction that
the aggregate fair market value (determined as of the date of grant) of options
which first become exercisable in any calendar year cannot exceed $100,000.
8
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of this date, certain information
regarding the Common Stock, owned of record or beneficially by (i) each person
who owns beneficially more than 5% of the outstanding Common Stock; (ii) each of
the Company's directors and named executive officers; and (iii) all directors
and executive officers as a group.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
OF COMMON STOCK(1)
NAME OF BENEFICIAL OWNER(1) SHARES PERCENT
- ------------------------ ------ -------
<S> <C> <C>
Slav Stein(2) 981,007 29.4%
Roman Briskin(2) 981,007 29.4%
Terrence R. Daidone(3) 40,000 1.3
William B. Coldrick(3) 37,000 1.2
L. Phillips Reames(3) 37,000 1.2
All directors and executive officers as a group (6 persons)(4) 2,080,014 57.2%
</TABLE>
- -------------------
*Less than one percent
(1) Unless otherwise indicated, each person named in the table has the sole
voting and investment power with respect to the shares beneficially
owned. The address for each beneficial owner is c/o the Company, 1810
N.E. 144th Street, North Miami, Florida 33181.
(2) Includes (i) 806,007 shares of Common Stock owned of record, and (ii)
175,000 shares of Common Stock issuable to each of Messrs. Stein and
Briskin upon the exercise of vested stock options exercisable at $1.50
per share. Excludes options to purchase 215,250 shares of Common Stock,
which options are not currently vested.
(3) Shares of Common Stock issuable upon the exercise of vested stock
options (or options vesting in the next 60 days), all of which are
exercisable at $1.50 per share.
(4) Includes options to purchase 468,000 shares of Common Stock which are
currently vested or which will become vested in the next 60 days.
9
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In July 1996, the Company entered into a five year lease with
RSB Holdings, Inc., a Florida corporation ("RSB Holdings"), pursuant to which
the Company leases its corporate headquarters and warehouse in North Miami,
Florida. The Company makes annual payments under such lease in the amount of
approximately $43,200. Messrs. Stein and Briskin each own 50 percent of RSB
Holdings, and are its sole officers and directors.
Immediately prior to the IPO (February 13, 1997), Messrs. Stein and
Briskin, who owned all of the outstanding stock of AESP Computerzuberhor GmbH, a
German company, and Advanced Electronic Support Products Computertillbehor i
Sweden Aktiebolag, a Swedish company, contributed their interests in said
corporations to the Company for no additional consideration.
In February 1997, the Company issued two Principal Shareholders' Notes,
each in the amount of $869,562. The Principal Shareholders' Notes bore interest
at a rate of one percent over the prime rate, payable monthly. Principal and
accrued but unpaid interest was due February 19, 2005. The Principal
Shareholders' Notes were originally convertible into Common Stock of the Company
at a conversion price of $4.00 per share. In February and March 1997, the
Company paid Messrs. Stein and Briskin an aggregate of $300,000 ($150,000 each)
as a prepayment of a portion of the Principal Shareholders' Notes. Effective
December 31, 1998, the Company's principal shareholders converted the Principal
Shareholders Notes into an aggregate of 799,514 shares of Common Stock (399,757
each). The conversion price was $1.80 per share. The conversion price was
determined by the Board, after negotiation with the principal shareholders, and
represented a 31% premium over the price of the Common Stock on the conversion
date. The conversion, which amended the terms of the Principal Shareholders'
Notes to lower the conversion price, was effected in order to save the Company
interest on the notes and to increase the net worth of the Company.
In July 1995, US Advantage Corporation, a Florida corporation ("US
Advantage") loaned the Company $120,000, pursuant to a demand promissory note,
at an interest rate of 8.5 percent per annum. During 1997, the Company paid
$125,350 to US Advantage in satisfaction of all the principal and a portion of
the interest on this note. Messrs. Stein and Briskin each own 50 percent of the
issued and outstanding capital stock of US Advantage. Approximately $33,000 of
accrued but unpaid interest remains outstanding under this note.
Argent Securities, Inc. ("Argent"), acted as one of the managing
underwriters in the IPO. Pursuant to the Underwriting Agreement, dated February
13, 1997, between Argent and the Company, among other parties, Argent was
provided the right to designate a nominee for election to the Board. Mr. Reames,
who serves as Chairman of Argent, also serves on the Company's Board as Argent's
nominee Director.
In September 1997, the Company acquired the assets of the networking
division of Focus Enhancements, Inc. ("Focus"). The Company also is a supplier
to Focus. Mr. Coldrick, who serves as a Director on the Board, also serves as a
member of the Board of Directors of Focus.
The Company believes that all the foregoing related-party transactions
were on terms, as a whole, no less favorable to the Company than could
reasonably be obtained from unaffiliated third parties. Since the IPO, all
transactions with affiliates have been approved by a majority of disinterested
directors of the Company and on terms no less favorable to the Company than
those that are generally available from unaffiliated third parties.
10
<PAGE>
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, this 30th day of April,
1999.
ADVANCED ELECTRONIC SUPPORT PRODUCTS,
INC.
By: /S/ SLAV STEIN
-----------------------
Slav Stein, President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE AND TITLE DATE
------------------- ----
<S> <C>
/S/ SLAV STEIN April 30, 1999
- ----------------------------------------------------------
Slav Stein
President, Chief Executive Officer and
Director
/S/ ROMAN BRISKIN April 30, 1999
- ----------------------------------------------------------
Roman Briskin
Executive Vice President, Secretary
and Director
/S/ GEORGE BALDWIN April 30, 1999
- ----------------------------------------------------------
George Baldwin
Vice President, Chief Financial
and Accounting Officer and Treasurer
/S/ TERRENCE R. DAIDONE April 30, 1999
- ----------------------------------------------------------
Terrence R. Daidone
Director
/S/ WILLIAM B. COLDRICK April 30, 1999
- ----------------------------------------------------------
William B. Coldrick
Director
/S/ L. PHILLIPS REAMES April 30, 1999
- ----------------------------------------------------------
L. Phillips Reames
Director
</TABLE>
11
