<PAGE>
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, 1999.
[ ] 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
333-23519
VESTCOM INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-3477425
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
5 Henderson Drive, West Caldwell, New Jersey 07006
(973) 882-7000
(Address, including zip code, 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, no par value
Indicate by checkmark 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 filing
requirements for the past 90 days. Yes X No
Indicate by checkmark 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 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. [X]
Aggregate market value of voting stock held by non-affiliates as of March 1,
2000 was approximately $36.4 million.
Number of shares of Common Stock outstanding as of March 1, 2000: 9,056,806.
Documents incorporated by reference: None
<PAGE>
PART III
Item 10. Directors of Registrant
The Company's by-laws provide that the Board of Directors will consist
of not less than one nor more than 21 members, the actual number to be
determined by the Board from time to time. Directors are elected for one-year
terms and serve until their successors have been duly elected and qualified. The
Board currently consists of seven members.
The table below sets forth the names and ages (as of April 1, 2000) of
each of the directors, the other positions and offices presently held by each
such person within the Company, the period during which each such person has
served on the Board of Directors of the Company, and the principal occupations
and employment of each such person during the past five years. In each instance
in which dates are not provided in connection with a director's business
experience, such director has held the position indicated for at least the past
five years. The directors listed below have been nominated by the Board of
Directors for re-election at the Company's 2000 Annual Meeting of Shareholders.
<TABLE>
<CAPTION>
Director
Name and Age Since Business Experience
- ------------ -------- -------------------
<S> <C> <C>
Joel Cartun, 60 1996 Chairman of the Board of Vestcom (August 1997 to
present); Chief Executive Officer of Vestcom (from
Vestcom's incorporation in September 1996 to
present); President of Vestcom (from Vestcom's
incorporation in 1996 to March 1999); Chief
Executive Officer of Comvestrix Corp. (now known as
Vestcom Mid-Atlantic, Inc. ("VMA")) (from its
incorporation in 1969 to present); President of VMA
(1969 to October 1998).
Stephen R. Bova, 53 1997 President and Chief Operating Officer of Staffmark,
Inc. (a provider of human resource and professional
services) (September 1999 to present); Managing
Director, International Operations, Intelligroup,
Inc. (a computer services company) (January 1999 to
November 1999); President of the Global Banking
Division of Electronic Data Systems Corporation (a
provider of technical and information services)
(November 1996 to December 1998); President of the
Global Financial Division of Alltel Information
Services, Inc. (a provider of software and
information services) (prior years to November 1996).
Leonard J. Fassler, 68 1997 Co-Chairman of Interliant, Inc. (a web-hosting
company) (December 1997 to present); Consultant to
GE Capital Information Technology Systems, Inc. (an
international computer reselling and integration
company affiliated with General Electric) (August
1996 to January 1999); Co-Chairman of AmeriData
Technologies, Inc. (an international computer
integration and support company) (prior years to
July 1996).
Brendan Keating, 45 1998 President of Vestcom (March 1999 to present); Chief
Operating Officer of Vestcom (October 1997 to
present); Executive Vice President of Vestcom
(October 1997 to March 1999); Vice President of
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Bowne & Co., Inc. (a financial printing company)
(1991 to October 1997); Vice President of Operations
of Bowne of New York City, Inc. (1985 to 1991);
President of Bowne Business Communications (1993 to
1995).
Fred S. Lafer, 71 1997 President of the Taub Foundation (a charitable
foundation) (1994 to present); Senior Vice President
and Secretary of Automatic Data Processing, Inc. (a
provider of employer, financial and data services)
(prior years to 1996). Mr. Lafer is also a director
of Virtual Communities, Inc.
Robert J. Levenson, 58 1998 Managing Member of Lenox Capital Group, L.L.C. (a
private venture capital company) (April 2000 to
present); Executive Vice President of First Data
Corporation (a transaction and information
processing company) (1993 to March 2000). Mr.
Levenson is also a director of First Data
Corporation, Emisphere Technologies, Inc. and
Virtual Communities, Inc.
Richard D. White, 46 1997 Managing Director of CIBC Capital Partners
(February 1998 to present); Managing Director of
CIBC Oppenheimer Corp. (successor to Oppenheimer &
Co., Inc. and referred to herein as "CIBC
Oppenheimer") (prior years to February 1998). Mr.
White is also a director of Midway Games Inc.
</TABLE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and 10% shareholders to file with the
Securities and Exchange Commission certain reports regarding such persons'
ownership of the Company's securities. These persons are also required by
federal securities regulations to give Vestcom copies of those reports. The
Company is required to disclose any failures to file such reports on a timely
basis. Management has reported to us that, based solely on their review of
reports filed for 1999, there were no untimely filings for the year ended
December 31, 1999.
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<PAGE>
Item 11. Executive Compensation
Summary of Cash and Certain Other Compensation
The Company did not commence operations until August 1997,
upon consummation of its initial public offering (the "IPO"). The following
table sets forth, for the fiscal years ended December 31, 1999, 1998 and 1997,
the annual and long-term compensation of the Company's Chief Executive Officer
and the other three executive officers of the Company at December 31, 1999 (the
"Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Long-Term
Compensation Compensation
---------------------------------------------------- Common
Shares
Subject to
Name and Other Annual Options All Other
Principal Position Year Salary Bonus Compensation(B) Granted Compensation (C)
- ------------------ ---- ------ ----- --------------- ------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Joel Cartun...................... 1999 $200,000 $ -- $-- -- $3,775
Chairman of the Board and 1998 196,728 -- -- -- 11,481
Chief Executive Officer 1997 211,568 30,000(A) -- -- 5,427
Brendan Keating(D)............... 1999 $200,000 $70,000 -- 50,000 $3,775
President and Chief Operating 1998 200,000 85,000 -- 95,000 3,804
Officer 1997 39,615 -- -- 100,000(E) --
Michael D. Helfand(F)............ 1999 $46,154 -- -- 50,000 --
Executive Vice President,
Chief Financial Officer and
Treasurer
Sheryl Bernstein Cilenti(G)...... 1999 $122,885 $20,000 -- 16,000 $1,558
Vice President, General 1998 103,923 20,000 -- 4,000 1,551
Counsel and Secretary 1997 24,231 -- -- 15,000 --
- ------------------------
</TABLE>
(A) Represents bonuses paid during 1997 by Vestcom Mid-Atlantic, Inc., a
subsidiary of Vestcom, prior to Vestcom's IPO.
(B) No Named Officer received personal benefits from the Company in excess of
10% of such individual's reported salary and bonus. Amounts below the
threshold are not included in the table.
(C) For 1999, represents contributions made by the Company of $3,775 for Mr.
Cartun, $3,775 for Mr. Keating and $1,558 for Ms. Cilenti to the Company's
401(k) plan to match 1999 pre-tax elective deferral contributions (included
under "Salary") made by such persons to such plan.
(D) Mr. Keating joined the Company in October 1997.
(E) These options were canceled in August 1998.
(F) Mr. Helfand joined the Company in October 1999.
(G) Ms. Cilenti joined the Company in October 1997.
Employment Agreements
Mr. Cartun entered into an employment agreement with Vestcom which
commenced on August 4, 1997, upon the consummation of the Company's IPO. Mr.
Cartun's employment agreement terminates in August 2000. Mr. Cartun serves as
Chairman and Chief Executive Officer at an annual base salary of $200,000.
Mr. Cartun's employment agreement provides that in the event of a
termination of employment by the Company without cause, Mr. Cartun will be
entitled to receive from the Company an amount in cash equal to the employee's
then-current annual base salary for the remainder of the term. In the event of a
termination of employment as a result of his death or disability, he (or his
heirs or legal representatives, as the case may be) will be entitled to receive
a lump-sum amount in cash equal to one time his then-current base salary, offset
by any payments made by the Company pursuant to any life insurance or disability
policies. If employment terminates for cause or he terminates his employment for
reasons other than death or permanent disability, he will only be entitled to
receive earned but unpaid salary as of the date of termination.
Mr. Keating serves as President and Chief Operating Officer of the
Company at an annual base salary of $200,000. He was subject to a two year
employment agreement which terminated in October 1999, and is currently an
at-will employee. His employment agreement provided for a guaranteed annual
bonus of 35-50% of his annual salary, based on performance, during the two year
-4-
<PAGE>
term of the agreement. The Company is required to provide Mr. Keating with four
months notice prior to any termination.
Ms. Cilenti, Vice President and General Counsel of the Company, entered
into a letter agreement with Vestcom in October 1997, pursuant to which she
serves as an at-will employee with a current salary of $135,000.
Mr. Helfand, Executive Vice President and Chief Financial Officer of
the Company, entered into a letter agreement with the Company in September 1999,
pursuant to which he serves as an at-will employee with a current salary of
$200,000. The letter agreement also provides that Mr. Helfand will be entitled
to earn a bonus of up to 50% of his annual salary for each of 2000 and 2001
(which will be pro-rated for calendar 1999) based on achieving mutually
agreed-upon goals and the Company's performance. Mr. Helfand is guaranteed a
minimum bonus of $50,000 in each of 2000 and 2001 (which will also be pro-rated
for calendar 1999, but payable in 2000). Mr. Helfand's agreement provides that
if he were terminated for any reason other than cause (as defined), he would be
entitled to receive six months severance.
All of the Named Officers are entitled to participate in all
compensation and employee benefit plans maintained by the Company and its
subsidiaries, including such bonuses as may be authorized by the Board of
Directors from time to time. Each executive is also entitled to a car allowance
of $850 per month.
Each of the Named Officers has a Change in Control agreement with the
Company. Pursuant to these Change in Control agreements, upon the occurrence of
a "Trigger Event", the executive would be entitled to receive a lump sum payment
equal to two times the sum of his or her annualized base salary immediately
prior to the "Change in Control" and the annual bonus the executive received
during the full fiscal year immediately prior to the Change in Control. In
addition, upon a Change in Control, all stock options would immediately become
vested.
Pursuant to the Change in Control agreements, a "Change in Control"
will be deemed to have occurred if (a) any person acquires 40% or more of the
total voting power of the Company's then outstanding securities, (b) in general,
over 50% of the composition of the Board of Directors changes without the
approval of the existing directors, (c) there is a merger or reorganization of
the Company after which less than 75% of the voting power of the surviving
entity is owned by holders of the Company's securities prior to the transaction,
or (d) the shareholders of the Company approve a plan of complete liquidation.
A "Trigger Event" means either (i) termination of the executive's
employment at any time from the effective date of a Change in Control until 12
months after the Change in Control (other than for cause and other than a
termination by the executive for Good Reason (as defined)), or (ii) a failure,
upon a Change in Control, of the Company or a successor to continue the
executive's employment for at least 12 months with a salary and bonus at least
equal to what the executive received immediately prior to the Change in Control,
or (iii) a failure, upon a Change in Control, for the executive's employer to be
a public company, or (iv) the executive's termination of employment after
failure of the Company or any successor to acknowledge upon request the
obligations set forth in the executive's employment agreement and Change in
Control Agreement.
If the employment of these executives were to be terminated during the
12 month period following the change in control, or if such employment were not
continued for 12 months with a salary and bonus at least equal to what each
executive received immediately prior to the change in control, each executive
would be entitled to receive the following lump sum payment: Joel Cartun -
$400,000; Brendan Keating - $540,000; Michael D. Helfand - $500,000; and Sheryl
Bernstein Cilenti - $310,000.
Stock Options
The following table contains information regarding the grant of stock
options to the Named Officers during the year ended December 31, 1999. In
addition, in accordance with rules adopted by the SEC, the following table sets
forth the hypothetical gains or "option spreads" that would exist for the
respective options assuming rates of annual compound price appreciation in the
Company's Common Stock of 5% and 10% from the date the options were granted to
their final expiration date.
-5-
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants (A)
<TABLE>
<CAPTION>
Potential
Number of Common % of Total Realizable Value
Shares Options Granted at Assumed Annual
Underlying to Employees in Exercise Price Rates of Stock
Options Fiscal Per Share Price Appreciation
Name Granted 1999 ($/sh.) Expiration Date for Option Term
- ---- ------- ---- ------- --------------- ------------------
5% 10%
-- ---
<S> <C> <C> <C> <C> <C> <C>
Joel Cartun.................. -- -- $ -- -- $ -- $ --
Brendan Keating.............. 50,000 12.5 3.094 11/22/09 97,290 246,550
Michael D. Helfand........... 50,000 12.5 2.875 10/03/09 90,403 229,100
Sheryl Bernstein Cilenti..... 11,000 2.7 5.375 3/10/09 37,183 94,230
Sheryl Bernstein Cilenti..... 5,000 1.2 3.094 11/22/09 9,729 24,655
</TABLE>
- -------------------
(A) The options granted to Messrs. Keating and Helfand and to Ms. Cilenti were
granted under the Company's 1997 Equity Compensation Program (the "Stock Option
Plan"). Options generally are granted at exercise prices equal to the fair
market value of the Common Stock on the grant date and typically vest in 20%
increments commencing one year after the date of grant. The committee which
administers the Stock Option Plan may accelerate the vesting of any option upon
the occurrence of a change in control event (as defined in the Stock Option
Plan).
No stock options were exercised by the Named Officers during the year ended
December 31, 1999. The following table provides information concerning the
number of shares of the Company's Common Stock covered by both exercisable and
non-exercisable stock options held by the Named Officers at December 31, 1999.
Also reported are the values for "in-the-money" options, which represent the
positive spread between the exercise prices of existing options and $3.50, the
closing sale price of the Company's Common Stock on December 31, 1999. On April
26, 2000, the closing sale price of the Company's Common Stock on the Nasdaq
National Market was $4.344.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END VALUES
<TABLE>
<CAPTION>
Number of Shares
Number of Underlying Unexercised Value of Unexercised
Shares Acquired Value Options at In-the-Money Options at
on Exercise(#) Realized ($) Year-End (#) Year-End ($)
-------------- ------------ ------------ ------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Joel Cartun.................. -- $-- -- -- $-- $ --
Brendan Keating.............. -- -- 23,750 121,250 -- 20,300
Michael D. Helfand........... -- -- -- 50,000 -- 31,250
Sheryl Bernstein Cilenti..... -- -- 8,500 26,500 -- 2,030
</TABLE>
Arrangements with Directors
Directors who are employees of the Company do not receive additional
compensation for serving as directors. Each director who is not an employee of
the Company receives an annual retainer of $6,000 and an additional fee of
$1,000 for each day's attendance at a Board of Directors meeting and/or
committee meeting. Under the Company's Stock Option Plan, each non-employee
director also receives options to acquire 10,000 shares of Common Stock at the
beginning of his or her first year of service as a director, and options
covering 5,000 shares of Common Stock for each year of service thereafter. The
options become fully exercisable one year after the date of grant. Directors of
the Company are entitled to reimbursement for out-of-pocket expenses incurred in
their capacity as directors of the Company.
Compensation Committee Interlocks and Insider Participation
Compensation decisions are made by the members of the Compensation
Committee. During the fiscal year ended December 31, 1999, Stephen R. Bova and
Fred S. Lafer served as members of the Compensation Committee. Neither Mr. Lafer
nor Mr. Bova has ever served as an employee or officer of Vestcom or any of its
subsidiaries.
-6-
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
Based upon information available to the Company, the only shareholders
known by the Company to beneficially own more than 5% of the outstanding Common
Stock as of April 26, 2000 are (i) Joel Cartun, (ii) Gary J. Marcello, (iii)
Brookside Capital Partners Fund, L.P. ("Brookside"), (iv) Dimensional Fund
Advisors Inc. ("Dimensional"), and (v) R-Squared Limited, TimeTrust, Inc. and
Harish K. Chopra (the "Chopra Group"). For information concerning the holdings
of Mr. Cartun, see "Security Ownership of Management." Pursuant to filings made
by the respective holders with the SEC, Gary Marcello, Brookside, Dimensional
and the Chopra Group owned the following number of shares of the Company's
Common Stock as of April 26, 2000:
<TABLE>
<CAPTION>
Percent of
Name and Address of Beneficial Owner Shares Beneficially Owned Class
- ------------------------------------ ------------------------- -----
<S> <C> <C>
Brookside Capital Partners Fund, L.P. 1,150,700(A) 12.71%
Two Copley Place
Boston, MA 02116
Dimensional Fund Advisors Inc. 544,100(B) 6.01%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
R-Squared Limited 742,100(C) 8.19%
P.O. Box 1586 GT
Cardinal Avenue
George Town, Grand Cayman
British West Indies
Harish K. Chopra (C) (C)
TimeTrust, Inc.
1455 Frazee Road, Suite 420
San Diego, California 92108
Gary J. Marcello 884,117(D) 9.77%
1 Penny Lane
Boonton, New Jersey 07005
</TABLE>
- ---------------------
(A) Brookside has indicated in its filing with the SEC that it has the sole
power to vote and dispose of these shares.
(B) Dimensional has indicated in its filing with the SEC that it has the sole
power to vote and dispose of these shares.
(C) R-Squared Limited has the sole voting power and the sole dispositive power
with respect to 527,100 shares of Common Stock. TimeTrust, Inc. has the
sole voting power and the sole dispositive power with respect to 184,500
shares of Common Stock. Harish K. Chopra has the sole voting power and the
sole dispositive power with respect to 30,500 shares of Common Stock.
TimeTrust, Inc. is an investment company of which Mr. Chopra is the Chief
Executive Officer and President. Mr. Chopra and R-Squared Limited are the
sole owners of TimeTrust, Inc.
(D) Includes 441,738 shares with respect to which Mr. Marcello has sole voting
and sole dispositive power and 442,379 shares (comprised of 375,152 shares
held by a family partnership and 67,227 shares held by a foundation) with
respect to which Mr. Marcello shares voting and dispositive power.
Security Ownership of Management
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of April 1, 2000 by (i) each current
director and each nominee for director of the Company; (ii) each Named Officer
(as defined herein) of the Company; and (iii) all current executive officers,
directors and nominees for director of the Company as a group. Unless otherwise
indicated, each of the named shareholders possesses sole voting and investment
power with respect to the shares beneficially owned. Shares covered by stock
options are included in the table below to the extent that they are exercisable
by May 31, 2000.
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<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially Owned
------------------
Stockholder Number Percent
----------- ------ -------
<S> <C> <C>
Joel Cartun............................................................... 1,495,198(1) 16.4%
Brendan Keating........................................................... 46,000(2) *
Stephen R. Bova........................................................... 164,000(3) 1.8
Leonard J. Fassler........................................................ 18,500(4) *
Fred S. Lafer............................................................. 22,100(5) *
Robert J. Levenson........................................................ 18,100(6) *
Richard D. White.......................................................... 115,000(7) 1.3
Michael D. Helfand........................................................ 3,000 *
Sheryl B. Cilenti......................................................... 12,700(8) *
All current executive officers, directors and nominees for director as a
group (9 persons)......................................................... 1,894,598(9) 20.7
</TABLE>
- ---------------------
*Less than one percent.
(1) Includes 200,000 shares held by trusts for the benefit of Mr. Cartun's
children. As trustee of such trusts, Mr. Cartun's wife has the right to
vote and dispose of such shares.
(2) Includes 32,500 shares issuable upon the exercise of stock options.
(3) Includes 15,000 shares issuable upon the exercise of stock options.
(4) Includes 1,000 shares held by Mr. Fassler's wife. Mr. Fassler disclaims
beneficial ownership of such shares. Also includes 15,000 shares issuable
upon the exercise of stock options.
(5) Includes 1,200 shares held by family trusts of which Mr. Lafer is trustee.
Also includes 15,000 shares issuable upon the exercise of stock options.
(6) Includes 600 shares held by Mr. Levenson's wife as custodian for the
benefit of her children. Also includes 10,000 shares issuable upon the
exercise of stock options.
(7) Includes 61,704 shares held in the aggregate by CIBC World Markets and an
affiliate of CIBC World Markets. Mr. White is a Managing Director of CIBC
Capital Partners, an affiliate of CIBC World Markets. Mr. White disclaims
beneficial ownership of these 61,704 shares. Also includes 15,000 shares
issuable upon the exercise of stock options. Pursuant to Mr. White's
employment arrangement with CIBC, any economic benefit derived from these
options must be contributed by him to CIBC.
(8) Includes 11,700 shares issuable upon the exercise of stock options.
(9) Includes an aggregate of 114,200 shares issuable upon the exercise of stock
options.
-8-
<PAGE>
Item 13. Certain Relationships and Related Transactions
Joel Cartun, Vestcom's Chairman of the Board, has a 50% interest in the
partnership which owns the property previously used by Vestcom and VMA in
Lyndhurst, New Jersey. The partnership leases the property to VMA, pursuant to a
lease which expires in 2001. VMA's related party rent expense for this property
for 1999 was $720,210. Gary Marcello, a greater than 5% shareholder of Vestcom,
owns interests ranging from 75% to 100% in the partnerships which own the
properties previously leased by VMA in Dover, New Jersey and previously leased
in Scranton, Pennsylvania. VMA's related party rent expenses for these
properties for 1999 was $280,435. Pursuant to a written agreement with the
owners, the lease obligations ceased in August 1999.
In August 1999, Vestcom entered into an agreement with CIBC World
Markets for advisory services. Pursuant to that agreement, Vestcom is obligated
to pay CIBC World Markets $25,000 each calendar quarter for such services. In
1999, Vestcom paid $25,000 to CIBC World Markets under this agreement. In
December 1999, Vestcom entered into another agreement with CIBC World Markets
pursuant to which it agreed to pay $25,000 for services rendered in connection
with the Company's adoption of its shareholder protection plan. This amount will
be paid in 2000. Richard D. White, a director of Vestcom, is a Managing Director
of CIBC Capital Partners, an affiliate of CIBC World Markets.
-9-
<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 Amendment No.1 to the
Registrant's Annual Report on Form 10-K to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: April 28, 2000 VESTCOM INTERNATIONAL, INC.
By: /s/ Joel Cartun
-------------------
Joel Cartun
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual
Report on Form 10-K has been signed by the following persons in the capacities
indicated on the date indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Joel Cartun Chairman, Chief Executive Officer and Director April 28, 2000
Joel Cartun
/s/ Brendan Keating* President, Chief Operating Officer and Director April 28, 2000
Brendan Keating
/s/ Stephen R. Bova* Director April 28, 2000
Stephen R. Bova
/s/ Leonard J. Fassler* Director April 28, 2000
Leonard J. Fassler
/s/ Fred S. Lafer* Director April 28, 2000
Fred S. Lafer
/s/ Robert J. Levenson* Director April 28, 2000
Robert J. Levenson
/s/ Richard D. White* Director April 28, 2000
Richard D. White
/s/ Michael D. Helfand* Executive Vice President, Chief Financial April 28, 2000
- -------------------------------- Officer and Treasurer (Principal Financial and
Michael D. Helfand Accounting Officer)
*By: /s/ Joel Cartun
--------------------
Joel Cartun, Attorney-in-Fact
</TABLE>
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