UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 10-K/A
(Amendment No. 1, amending Items 10-13)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31,1998.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ____ to ______.
Commission File Number 0-22401
BIONX IMPLANTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3458598
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1777 Sentry Parkway West, Gwynedd Hall, Suite 400
Blue Bell, Pennsylvania 19422 (215-643-5000)
(Address and telephone number, including area code, of registrant's principal
executive office)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Common Stock, par value $.0019 per share
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
reporting requirements for the past 90 days. Yes X No __
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the 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. [ ]
Aggregate market value of voting stock held by non-affiliates as of
February 5, 1999 was approximately $27,259,060.
Number of shares of Common Stock outstanding as of February 5, 1998:
8,901,576
Documents incorporated by reference: None
<PAGE>
PART III
Item 10. Directors of the Registrant
The Bionx Implants, Inc. (the "Company") Restated Certificate of
Incorporation provides that the Company's Board of Directors shall be divided
into three classes. Each class currently has two members who serve for a period
of three years on a staggered term basis. The following information contains the
current and past five years' business experience, certain other directorships
and age of each current director. Except where otherwise indicated, the
directors have held the occupational positions noted for at least the past five
years.
Directors Whose Term Expires at the 1999 Annual Meeting:
o David J. Bershad: Senior Partner, Milberg Weiss Bershad Hynes & Lerach (law
firm). Director of Vital Signs, Inc. ("Vital Signs"). Director of the
Company since 1995. Age: 59.
o Pertti Tormala: Executive Vice President, Research and Development of the
Company (1995 to the present); Chief Executive Officer (and co-founder) of
the Company's foreign subsidiaries (prior years). Director of the Company
since 1995. Age: 53.
Directors Whose Term Expires at the 2000 Annual Meeting:
o Anthony J. Dimun: Executive Vice President and Chief Financial Officer of
Vital Signs (manufacturer of disposable anesthesia and respiratory
devices). Director of EchoCath, Inc. and Vital Signs. Director of the
Company since 1995. Age: 55.
o David H. MacCallum: Executive Vice President, Head of Healthcare, ING
Baring Furman Selz, LLC (investment banking firm) (April 1998 to the
present); Managing Director for Life Sciences Investment Banking, UBS
Securities LLC (investment banking firm) (1994 to March 1998); Co-Head,
Investment Banking, Hambrecht & Quist LLC (1983-1994) (investment banking
firm). Director Minimed Inc. Director since 1995. Age: 61.
Directors Whose Term Expires at the 2001 Annual Meeting:
o David W. Anderson: President and Chief Executive Officer of the Company
(1995 to April 1999); President and Chief Executive Officer, Kensey Nash
Corporation (developer of cardiology products) (1992 to 1994). Director of
the Company since 1995. Age: 46.
o Terry D. Wall: Chairman of the Board of the Company (1995 to the present);
President and Chief Executive Officer of Vital Signs. Director of Vital
Signs and Exogen, Inc. Director of the Company since 1995. Age: 57.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors to file initial reports of beneficial ownership
and reports of changes of beneficial ownership of the Company's Common Stock
with the SEC. Executive officers and directors are required to furnish the
Company with copies of all Section 16(a) reports that they file. Based upon a
review of these filings and other documentation, the Company notes that (i)
Stephen A. Lubischer and Gregory S. Jones failed to timely report the purchase
of 1,000 and 2,000 shares, respectively, during September 1998, (ii) Michael F.
Matz failed to timely report the sale of 3,000 shares in December 1998, (iii)
Michael F. Matz, Gerard Carlozzi and James Hogan failed to timely file an
initial report of beneficial ownership upon becoming officers of the Company in
September 1997, November 1998, and November 1998, respectively, and (iv) Michael
J. O'Brien and Steven A. Lubischer each failed to timely report the grant of
options to purchase 5,000 shares of Common Stock in July 1998. Such late filings
were inadvertent. Filings were made promptly after the deficiencies were
noticed.
Item 11. Executive Compensation
Summary of Cash and Certain Other Compensation
The following table and accompanying footnotes set forth certain summary
information relating to the three years ended December 31, 1998, with respect to
the Company's Chief Executive Officer and the Company's four other most highly
compensated executive officers (collectively, the "Named Executive Officers")
during 1998:
<PAGE>
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
------------------------------------------------------- -------------------
Securities
Name and Principal Bonus Other Annual Underlying All Other
Position Year Salary($) ($) Compensation (1) Options/SARs (#) Compensation
-------- ---- --------- --- ---------------- ---------------- ------------
($)(2)
<S> <C> <C> <C> <C>
David W. Anderson 1998 180,000 - 6,000 - 20,000
President and Chief 1997 160,000 50,000 6,000 - 17,316
Executive Officer 1996 151,600 40,000 - - 7,708
Stephen Lubischer (3) Vice 1998 120,000 - 6,000 5,000(5) 13,580
President, U.S. Sales 1997 107,500 32,000 6,000 - 11,740
1996 74,622 35,000 - 52,632 7,462
Michael J. O'Brien (4), Vice 1998 120,000 - 6,000 5,000(5) 13,580
President, Finance and 1997 110,000 48,250 500 - 10,368
Administration and Chief 1996 9,167 - - 65,790 917
Financial Officer
Michael F. Matz (6), Vice 1998 120,000 20,000 6,000 - 13,580
President - Sales 1997 40,000 6,666 4,000 - -
Craniofacial Division 1996 - - - - -
Pertti Tormala, Executive 1998 119,814 - 8,615 - -
Vice President, Research and 1997 118,070 22,000 9,423 - 68,650(7)
Development 1996 84,680 - - - 26,400(7)
</TABLE>
- --------------
(1) Represents car allowances.
(2) For 1998, for Messrs. Anderson, Lubischer, O'Brien and Matz, represents (a)
amounts paid on behalf of the Named Executive Officer for various employee
benefits selected by such individual pursuant to a cafeteria plan (Mr.
Anderson: $18,000; Mr. Lubischer: $12,000; Mr. O'Brien: $12,000; and Mr.
Matz: $12,000) and (b) employer contributions to the Company's 401(k) plan
(Mr. Anderson: $2,000; Mr. Lubischer: $1,580; Mr. O'Brien: $1,580; and Mr.
Matz: $1,580) .
(3) Mr. Lubischer joined the Company in April 1996.
(4) Mr. O'Brien joined the Company in November 1996.
(5) In July 1998, both Mr. O'Brien and Mr. Lubischer were granted options
covering 5,000 shares of Common Stock, vesting ratably over a five-year
period.
(6) Mr. Matz joined the Company in September 1997.
(7) Represents royalty payments to Professor Tormala under a superseded
employment agreement with respect to 1996 product sales.
<PAGE>
Stock Option Information
The following table sets forth certain information concerning stock options
granted during the year ended December 31, 1998 to the Named Executive Officers.
In accordance with the rules of the SEC, the following table also sets forth the
potential realizable value over the term of the options (the period from the
grant date to the expiration date) based on assumed rates of stock price
appreciation of 5% and 10% compounded annually. These amounts do not represent
the Company's estimate of future stock price performance. Actual realizable
values, if any, of stock options will depend on the future stock performance of
the Common Stock. No stock appreciation rights were granted during the fiscal
year ended December 31, 1998.
<TABLE>
<CAPTION>
Option Grants in the Fiscal Year Ended December 31, 1998
Number of Percent of Potential Realizable
Securities Total Options Exercise Price Value at Assumed Annual
Underlying Granted to per Share Rates of Stock Price
Options Employees in ($/Share)(2) Expiration Appreciation for Option
Name Granted(#)(1) 1998 Date Term(3)
---- ------------- ---- ---- -------
5%
10%
<S> <C> <C> <C> <C> <C> <C> <C>
Stephen A. Lubischer 5,000 5.5% $15.50 7/30/08 $126,239 $201,015
Michael J. O'Brien 5,000 5.5% $15.50 7/30/08 $126,239 $201,015
</TABLE>
- ----------------------------
(1) These options were granted under the Company's Stock Option/Stock Issuance
Plan. For information regarding the vesting of these options, see the notes
to the Summary Compensation Table.
(2) The exercise price per share of the options was equal to the fair market
value of the Common Stock on the date of grant as determined by the Board.
(3) The potential realizable value is calculated based on the term of the
option at the date of grant (10 years). It is calculated assuming that the
fair market value of the Company's Common Stock on the date of grant
appreciates at the indicated annual rate compounded annually for the entire
term of the options and that the options are exercised and sold on the last
day of their term for the appreciated stock price.
No stock options or stock appreciation rights were exercised by the Named
Executive Officers during 1998 and no stock appreciation rights were outstanding
as of December 31, 1998. The following table sets forth certain information with
respect to the value of stock options held by the Named Executive Officers as of
December 31, 1998.
<PAGE>
<TABLE>
<CAPTION>
Fiscal Year End Options Values
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at Options at
December 31, 1998(#) December 31, 1998(1)($)
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
David W. Anderson 221,608 55,401 1,683,667 420,909
Stephen A. Lubischer 36,844 20,788 118,425 29,601
Michael J. O'Brien 31,578 39,212 - -
</TABLE>
- --------------
(1) Based on a value equal to the closing sale price of the Common Stock on
December 31, 1998, minus the per share exercise price, multiplied by the
number of shares underlying the options.
Director Compensation
The Company has not yet commenced paying cash fees to directors in
connection with their service on the Board of Directors or on committees of the
Board. The Company does grant stock options to non-employee directors under its
Stock Option/Stock Issuance Plan.
Employment Agreements
The Company previously entered into an employment agreement with David W.
Anderson, its President and Chief Executive Officer until April 1999. The
original term of the agreement expired on December 31, 1998, but was
automatically renewed for one year. Pursuant to the agreement, Mr. Anderson
received minimum annual compensation of $160,000 and is entitled to receive a
performance based bonus. Mr. Anderson is also entitled to receive all health
insurance benefits generally made available to the Company's employees as well
as a monthly car allowance of $500. The agreement further provides that if Mr.
Anderson's employment is terminated without cause by the Company after the
initial term, Mr. Anderson is entitled to base salary and health insurance
benefits continuation for a period of six months after the date of termination.
Mr. Anderson stepped down as President of the Company in April 1999.
The Company has also entered into an employment agreement with Pertti
Tormala. The agreement provides for a term expiring in 2002. Pursuant to the
agreement, Professor Tormala will receive a minimum base salary of 540,000 FIM
(approximately $100,000) and is eligible to receive cash bonuses granted by the
Company's Board of Directors. Professor Tormala is also entitled to a car,
certain pension benefits and reimbursement of all reasonable travel and
entertainment expenses. Under the agreement, all patents, patent applications
and other industrial property rights developed by Professor Tormala relating to
the Company's research and development activities are the sole property of the
Company. The agreement permits Professor Tormala to spend up to 16 hours per
month working on a business spun-off from the Company prior to the consummation
of its initial public offerings. See Item 13 - "Certain Relationships and
Related Transactions."
The Company has also entered into an employment agreement with Michael J.
O'Brien, its Vice President, Finance and Administration and Chief Financial
Officer. The term of the agreement will expire on December 1, 1999. Pursuant to
the agreement, Mr. O'Brien receives minimum annual compensation of $110,000 and
is entitled to receive a bonus. Mr. O'Brien is also entitled to receive all
health insurance benefits generally made available to the Company's employees as
well as a monthly car allowance of $500. The agreement further provides that if
Mr. O'Brien's employment is terminated without cause by the Company prior to the
expiration of the initial term, Mr. O'Brien will be entitled to base salary and
health insurance benefits continuation for a period of one year after the date
of termination.
Compensation Committee Interlocks and Insider Participation
The Company's Compensation Committee consists of Terry D. Wall and David J.
Bershad. Mr. Wall and Mr. Bershad (as well as Anthony J. Dimun) serve on the
Boards of Directors of both the Company and Vital Signs (which latter company
does not have a compensation committee). For information regarding transactions
between the Company and persons named in this paragraph, see Item 13 "Certain
Relationships and Related Transactions."
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth the beneficial ownership of shares of Common
Stock as of January 31, 1999 by (i) the only stockholders of the Company known
by management to beneficially own more than 5% of the Company's Common Stock,
(2) the directors of the Company, (iii) the Named Executive Officers and (iv)
all directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Shares of
Common Stock Beneficially ------------------------------------
Beneficial Owner(2) Owned (1)(2) Percentage Beneficially Owned
<S> <C> <C> <C>
Bionix B.V. (3) 2,684,211 30.1
Terry D. Wall (4) 2,570,217 28.8
The Kaufman Fund, Inc. (5) 985,000 11.0
Waddell & Reed Investment
Management Company (6) 715,000 8.0
David W. Anderson (7) 386,772 4.2
David J. Bershad (8) 395,390 4.4
Anthony J. Dimun (9) 170,070 1.9
Stephen A. Lubischer (10) 37,844 *
David H. MacCallum (11) 140,317 1.6
Michael J. O'Brien (12) 32,578 *
Pertti Tormala (13) 1,122,037 12.6
Michael F. Matz 0 *
All directors and executive officers 5,003,004 54.3
as a group (13 persons)(14)
</TABLE>
- --------------
* Represents less than 1% of the outstanding Common Stock.
(1) Applicable percentage ownership is based on 8,922,076 shares of Common
Stock outstanding as of January 31, 1999 together with applicable stock
options for such stockholder. Beneficial ownership is determined in
accordance with the rules of the SEC, based on factors including voting
and investment power with respect to shares. Shares of Common Stock
subject to stock options currently exercisable, or exercisable within 60
days after January 31, 1999, are deemed outstanding for computing the
percentage ownership of the person holding such stock options but are not
deemed outstanding for computing the percentage ownership of any other
person. Each owner of an equity interest in Bionix B.V. (the "Dutch
Company") is deemed to beneficially own a percentage of the shares of the
Common Stock owned by the Dutch Company equal to such owner's
proportionate equity interest in the Dutch Company.
(2) Except as otherwise indicated in the footnotes to this table and pursuant
to applicable community property laws, persons named in the table have
sole voting and investment power with respect to all shares of Common
Stock and the address of the 5% stockholders is c/o the Company, 1777
Sentry Parkway West, Gwynedd Hall, Suite 400, Blue Bell, Pennsylvania
19422.
(3) Nearly all of the capital stock of the Dutch Company is owned by the
former stockholders of the Company's operating subsidiaries. The Board of
Directors of the Dutch Company consists of David W. Anderson, David J.
Bershad, Anthony J. Dimun, David H. MacCallum, Pertti Tormala, Pertti
Viitanen, Michael J. O'Brien and Pentti Rokkanen, all but the last of
whom are directors or executive officers of the Company. As of January
31, 1999, Messrs. Anderson, Bershad, Dimun, MacCallum and Wall
beneficially owned capital stock of the Dutch Company representing, in
the aggregate, approximately 23.5 % of the equity of the Dutch Company's
capital stock. As of January 31, 1999, Messrs. Tormala and Viitanen
beneficially owned capital stock of the Dutch Company representing, in
the aggregate, approximately 47.1% of the equity of the Dutch Company's
capital stock. The remaining equity of the Dutch Company's capital stock
is allocated among several other Finnish investors.
(4) Mr. Wall's shares include 1,500 shares of Common Stock issuable upon the
exercise of vested stock options and 484,421 shares of Common Stock owned
by the Dutch Company, representing Mr. Wall's proportionate equity
interest in the shares of Common Stock owned by the Dutch Company. Mr.
Wall has the right to cause the Dutch Company to transfer such 484,421
shares to him pursuant to an agreement with the Dutch Company. All of Mr.
Wall's shares of Common Stock and of the Dutch Company's capital stock
are held in an investment partnership which he controls.
<PAGE>
(5) The information set forth herein regarding The Kaufman Fund's beneficial
ownership is based on a report on Schedule 13G filed by The Kaufman Fund
with the SEC on February 2, 1998. The address of The Kaufman Fund is 140
E. 45th Street, 43rd Floor, Suite 2624, New York, New York 10017.
(6) The information set forth herein regarding Waddell & Reed Investment
Management Company's beneficial ownership is based upon a report on
Schedule 13G filed by it with the SEC on February 12, 1999. The address
of Waddell & Reed Investment Management Company is 6300 Lamar Avenue,
Overland Park, Kansas 66202.
(7) Mr. Anderson's shares include 221,608 shares of Common Stock issuable
upon the exercise of vested stock options and 34,842 shares of Common
Stock owned by the Dutch Company, representing Mr. Anderson's
proportionate equity interest in the shares of Common Stock owned by the
Dutch Company. Mr. Anderson has the right to cause the Dutch Company to
transfer such 34,842 shares to him pursuant to an agreement with the
Dutch Company. Pursuant to the Company's Stock Option/Stock Issuance
Plan, Mr. Anderson has transferred to a trust established for his son
vested stock options covering 900 of the aforementioned 277,009 shares.
(8) Mr. Bershad's shares include 1,500 shares of Common Stock issuable upon
the exercise of vested stock options and 50,736 shares of Common Stock
owned by the Dutch Company, representing Mr. Bershad's proportionate
equity interest in the shares of Common Stock owned by the Dutch Company.
Mr. Bershad has the right to cause the Dutch Company to transfer such
50,736 shares to him pursuant to an agreement with the Dutch Company. A
total of 254,732 of Mr. Bershad's shares of Common Stock and all of Mr.
Bershad's shares of the Dutch Company's capital stock are held in an
investment partnership which he controls.
(9) Mr. Dimun's shares include 1,500 shares of Common Stock issuable upon the
exercise of vested stock options and 34,679 shares of Common Stock owned
by the Dutch Company, representing Mr. Dimun's proportionate equity
interest in the shares of Common Stock owned by the Dutch Company. Mr.
Dimun has the right to cause the Dutch Company to transfer such 34,679
shares to him pursuant to an agreement with the Dutch Company. All of Mr.
Dimun's shares of Common Stock and the Dutch Company's capital stock are
held in entities which he controls.
(10) Mr. Lubischer's shares include 36,844 shares of Common Stock issuable
upon the exercise of vested options.
(11) Mr. MacCallum's shares include 1,500 shares of Common Stock issuable upon
the exercise of vested stock options and 26,900 shares of Common Stock
owned by the Dutch Company, representing Mr. MacCallum's proportionate
equity interest in the shares of Common Stock owned by the Dutch Company.
Mr. MacCallum has the right to cause the Dutch Company to transfer such
26,900 shares to him pursuant to an agreement with the Dutch Company. A
total of 14,738 of Mr. MacCallum's shares of Common Stock are held in an
entity which he controls.
(12) Mr. O'Brien's shares include 31,578 shares of Common Stock issuable
upon the exercise of vested stock options.
(13) Represents the proportionate equity interest of Professor Tormala in the
shares of Common Stock owned by the Dutch Company. Professor Tormala has
the right to cause the Dutch Company to transfer such 1,122,037 shares to
him pursuant to an agreement with the Dutch Company. That agreement
enables Professor Tormala to direct the voting by the Dutch Company of a
specified number of shares of the Company's Common Stock held by the
Dutch Company. As of January 31, 1999, that specified number equals
2,052,633, representing Professor Tormala's proportionate equity interest
in the 2,684,211 shares of Common Stock owned by the Dutch Company
(1,122,037 shares) and the proportionate equity interest of all other
Finnish investors in such 2,684,211 shares (930,596 shares). The table
above excludes from Professor Tormala's beneficial ownership the 930,596
shares attributable to the equity interests of such other Finnish
investors.
(14) Includes 296,030 shares of Common Stock issuable upon the exercise of
vested stock options, and 1,899,394 shares of Common Stock owned by the
Dutch Company, representing the directors' and executive officers'
proportionate equity interest in the 2,684,211 shares of Common Stock
owned by the Dutch Company. As of January 31, 1999, the directors and
executive officers as a group beneficially own approximately 70.7% of the
equity associated with the capital stock of the Dutch Company. The
directors and executive officers of the Company as a group have a right
to vote all of the 2,684,211 shares of Common Stock owned by the Dutch
Company. If all such 2,684,211 shares were deemed to be beneficially
owned by the Company's directors and executive officers, such persons as
a group would be deemed to be the beneficial owners of 5,786,821 shares
of Common Stock, representing 62.8% of the shares outstanding on January
31, 1999.
<PAGE>
Item 13. Certain Relationships and Related Transactions
Transactions with Interested Persons
The Company consummated its initial public offering (the "IPO") in April,
1997. Prior to the IPO, Terry Wall, Pertti Tormala and the Company were each
one-third equity owners in a business organized to engage in developing,
manufacturing and selling polymer-based advanced drug delivery systems (the
"Business"). The Company acquired its interest in the Business from an unrelated
individual in 1996 in exchange for a payment of $85,000 and did not incur any
expenses relating to the Business since that time. During 1997, the Business had
no tangible assets and was expected to be in the development stage for a period
of at least four years. The Board of Directors of the Company concluded that in
light of the substantial expenditures that would be required in order to bring
any of the Business' products to market, it was in the best interests of the
Company and its stockholders for the Company to forego its development of the
Business and to instead spin-off the Business. Accordingly, the Company
distributed its interest in the Business to stockholders of record of the
Company as of a date prior to the closing of the IPO, pro rata to their
ownership interest in the Company prior to the IPO. Professor Tormala's
employment agreement with the Company enables him to dedicate certain of his
services to the Business but provides he may not work more than 16 hours per
month during business hours on matters pertaining to the Business.
In 1998, Brown Brothers Harriman & Co. loaned $800,000 to Bionix B.V.
Bionix B.V. in turn loaned $800,000 to Pertti Tormala, a director of both the
Company and Bionix B.V., pursuant to a demand promissory note. As security for
the loan, Professor Tormala pledged a portion of his Bionix B.V. capital stock.
During 1998, the Company paid certain administrative expenses on behalf of
Bionx B.V. For information regarding the ownership of Bionx B.V., see Item 12 of
this Annual Report. The loan amount outstanding was $238,950 as of December 31,
1998, and is payable in 1999.
As disclosed in the Summary Compensation Table set forth above, the Company
was required to make certain royalty payments to Pertti Tormala pursuant to an
employment agreement that no longer remains in effect. These royalty payments
(totaling $68,650) were accrued and recorded in 1997 and paid in 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this Amendment
No. 1 to its Annual Report on Form 10-K for the year ended December 31, 1998 to
be signed on its behalf by the undersigned, thereunto duly authorized, this 29th
day of April, 1999.
BIONX IMPLANTS, INC.
By: Gerard Carlozzi
Gerard Carlozzi
(Acting President)
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Amendment No. 1 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1998 has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/s/Gerard Carlozzi
Gerard Carlozzi Acting President
(Principal Executive Officer) April 29, 1999
/s/David J. Bershad*
David J. Bershad Director April 29, 1999
/s/Anthony J. Dimun*
Anthony J. Dimun Director April 29, 1999
/s/David H. MacCallum*
David H. MacCallum Director April 29, 1999
/s/Pertti Tormala*
Pertti Tormala Director April 29, 1999
/s/Terry D. Wall*
Terry D. Wall Director April 29, 1999
/s/Michael J. O'Brien
Michael J. O'Brien Chief Financial and
Accounting Officer April 29, 1999
*By: Michael J. O'Brien
Michael J. O'Brien
Attorney-in-Fact
