As filed with the Securities and Exchange Commission on April 6, 2000
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
EDUCATIONAL VIDEO CONFERENCING, INC.
(Exact name of registrant as specified in its charter)
------------
Delaware 06-1488212
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
35 East Grassy Sprain Road, Suite 200
Yonkers, New York 10710
(914) 787-3500
(Address of Principal Executive Offices)
Amended and Restated 1998 Incentive Plan
and Options Granted to Officers Outside the Plan
(Full title of plan)
--------------------
Dr. Arol I. Buntzman
35 East Grassy Sprain Road, Suite 200
Yonkers, New York 10710
(914) 787-3500
(Name and address and telephone number of agent for service)
-----------
Copies to:
Joseph D. Alperin, Esq.
Fischbein Badillo Wagner Harding
909 Third Avenue
New York, New York 10022
(212) 826-2000
-----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------- --------------------- --------------------- --------------------- ---------------------
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price per Aggregate Offering Registration Fee
Share Price
- ---------------------------- --------------------- --------------------- --------------------- ---------------------
- ---------------------------- --------------------- --------------------- --------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock, $.0001
par value............... 411,000 (1) $18.62(2) $7,654,188(2) $2,020.71(2)
------ ---------- ---------
- ---------------------------- --------------------- --------------------- --------------------- ---------------------
</TABLE>
(1) Includes (a) 356,000 shares reserved for issuance under the
registrant's Amended and Restated 1998 Incentive Plan (the "Plan") upon exercise
of options (i) granted to purchase 255,000 shares, and (ii) that may be granted
to purchase 101,000 shares and (b) 55,000 shares issuable upon exercise of
options granted other than pursuant to Plan. In addition, pursuant to Rule
416(c) under the Securities Act of 1933, this Registration Statement also
relates to such indeterminate number of additional shares of common stock as may
be required to be issued upon exercise of options or warrants in the event of a
stock dividend, stock split, recapitalization or similar event.
(2) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) based upon the last sale price of 33 15/16 on April
3, 2000 as reported by Nasdaq, and Rule 457(h) under the Securities Act of 1933.
<PAGE>
EXPLANATORY NOTE
Pursuant to the Note to Part I of Form S-8 and Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities Act"), the documents
containing the information specified in Part I of Form S-8 are not included in
this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Educational Video
Conferencing, Inc. ("EVCI") with the Securities and Exchange Commission (the
"Commission"), are hereby incorporated by reference in this Registration
Statement:
(1) EVCI's annual report on Form 10-K for its fiscal year ended
December 31, 1999, as filed with the Commission on March 30,
2000.
(2) EVCI's current report on Form 8-K filed with the Commission on
January 31, 2000, as amended by Form 8-K/A filed with the
Commission on March 28, 2000.
(3) EVCI's current report on Form 8-K filed with the Commission on
February 18, 2000, as amended by Form 8-K/A filed with the
Commission on March 7, 2000.
(4) The description of EVCI's Common Stock contained in EVCI's
Registration Statement (File No. 000-25371) on Form 8-A, as filed
with the Commission on February 10, 1999 pursuant to Section 12
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which incorporates by reference the description of the
Common Stock under the caption "Description of Capital Stock" in
EVCI's Prospectus filed with the Commission on February 24, 1999
pursuant to Rule 424(b) under the Securities Act.
All documents filed by EVCI pursuant to Section 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment, which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
2
<PAGE>
Item 6. Indemnification of Directors and Officers.
EVCI's certificate of incorporation and by-laws provide that EVCI will
indemnify to the fullest extent permitted by law any person made or threatened
to be made a party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person or such
person's testator or intestate is or was a director, officer or employee of EVCI
or serves or served at the request of EVCI as a director, officer or employee of
another corporation or entity.
EVCI has entered into agreements to indemnify its directors and
officers, in addition to the indemnification provided for in EVCI's certificate
of incorporation and by-laws. These agreements, among other things, indemnify
EVCI's directors and officers for certain expenses (including advancing expenses
for attorneys' fees), judgments, fines and settlement amounts incurred by any
such person in any action or proceedings, including any action by or in the
right of EVCI, arising out of such person's services as a director or officer of
EVCI, any subsidiary of EVCI or any other company or enterprise to which the
person provides services at the request of EVCI. In addition, EVCI has insurance
providing indemnification for EVCI's directors and officers for certain
liabilities. EVCI believes that these indemnification provisions and agreements
and related insurance are necessary to attract and retain qualified directors
and officers.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Nos. Description of Exhibit
---- ----------------------
4.1* Educational Video Conferencing, Inc. Amended and Restated
1998 Incentive Plan.
4.2 Stock Option Agreement, dated as of May 12, 1997, between
Wallace J. Caven and Registrant.
4.3 Stock Option Agreement, dated as of March 13, 1998, between
James H. Mollitor and Registrant.
5 Opinion of Fischbein Badillo Wagner Harding.
23.1 Consent of Goldstein Golub Kessler LLP.
23.2 Consent of Fischbein Badillo Wagner Harding (included in
Exhibit 5).
- -------------------
* Incorporated herein by reference to Amendment No. 4 to Registrant's
Registration Statement on Form SB-2, as filed with the Commission on February
10, 1999.
<PAGE>
Item 9. Undertakings.
(a) The small business issuer will:
(i) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to
be the initial bona fide offering.
(ii) File a post effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Yonkers, State of New York, on the 5th day of April,
2000.
EDUCATIONAL VIDEO CONFERENCING, INC.
By:/s/ Dr. Arol I. Buntzman
--------------------------------
Dr. Arol I. Buntzman, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
Signature Title Date
--------- ----- ----
/s/ Dr. Arol I. Buntzman
- ------------------------ Chairman of the Board and Chief April 5, 2000
Dr. Arol I. Buntzman Executive Officer
/s/ Dr. John J. McGrath
- ----------------------- President and Director April 5, 2000
Dr. John J. McGrath
/s/ Richard Goldenberg
- ---------------------- Chief Financial Officer, April 5, 2000
Richard Goldenberg Secretary and Director
(Principal Financial and
Accounting Officer)
/s/ Royce N. Flippin, Jr. Director April 5, 2000
- ----------------------
Royce N. Flippin, Jr.
/s/ Philip M. Getter Director April 5, 2000
- ----------------------
Philip M. Getter
- ---------------------- Director April , 2000
Arthur H. Goldberg
<PAGE>
EXHIBIT INDEX
--------------
Exhibit No. Description of Exhibit
---------- ----------------------
4.1* Educational Video Conferencing Inc. Amended
and Restated 1998 Incentive Plan.
4.2 Stock Option Agreement, dated as of May 12,
1997, between Wallace J. Caven and the
Registrant.
4.3 Stock Option Agreement, dated as of March 13,
1998, between James H. Mollitor and the
Registrant.
5 Opinion of Fischbein Badillo Wagner Harding.
23.1 Consent of Goldstein Golub Kessler LLP.
23.2 Consent of Fischbein Badillo Wagner Harding
(included in Exhibit 5).
---------
*Incorporated herein by reference to Amendment No. 4 to
Registrant's Registration Statement on Form SB-2, as filed
with the Commission on February 10, 1999.
Incorporated herein by reference to Amendment No. 4 to Registrant's
Registration Statement on Form SB-2, as filed with the Commission on February
10, 1999.
Exhibit 4.2
EDUCATIONAL VIDEO CONFERENCING, INC.
STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of the 12th day of May, 1997, by
EDUCATIONAL VIDEO CONFERENCING, INC., a Delaware Corporation (the "Company"),
with Wallace J. Caven (the "Holder"):
The Company, desiring to afford an opportunity to the Holder to
purchase certain shares of the Company's Common Stock, $.0001 par value (the
"Common Stock"), to provide the Holder with an inducement to remain in the
service of the Company, to enable the Holder to participate in the future
success of the Company and to associate the interests of the Holder with those
of the Company, hereby grants to Holder, and Holder hereby accepts, an option
(the "Option") to purchase all or any part of 30,000 shares of Common Stock, at
a price per share of $2.40 (the "Exercise Price"), which price is not less than
the fair market value of a share of Common Stock on the date hereof, as
determined by the Company's Board of Directors (the "Board"). The Option shall
vest and become exercisable (provided the Holder is then an employee of the
Company or a Related Entity, as defined below), on a cumulative basis, as to
10,000 shares 12 months after the completion of the Company's initial public
offering (the "IPO") and as to an additional 10,000 shares on each of the next
two succeeding anniversary dates of the IPO, so that 100% of the shares subject
to the Option shall be purchasable upon exercise of the Option three years from
the date of the IPO. The Option shall be subject to the following terms and
conditions:
1. a. This Agreement supersedes any and all other prior stock
option agreements between the parties with respect to the Option. The Option
shall continue in force through May 11, 2007 (the "Expiration Date"), unless
sooner terminated as provided herein.
b. This Option is designated as a stock option that does not
qualify as an incentive stock option pursuant to Section 422 of the Internal
Revenue Code of 1986, as amended.
2. a. If the Holder shall die and if the Option was otherwise
exercisable immediately prior to the occurrence of such event, then the Option
may be exercised as set forth herein by the person or persons to whom the
Holder's rights under the Option pass by will or by the laws of decent and
distribution, or if no such person has such right, by his executors or
administrators, at any time prior to the Expiration Date.
b. In the event of a change in control of the Company, of the
type that would be required to be described as a change in control of the
Company in a proxy or information statement
<PAGE>
distributed by the Company pursuant to Section 14 of the Securities Exchange Act
of 1934, in response to Item 6(e) of Schedule 14 A promulgated thereunder (if
such Act is applied to the company), the Option will immediately become fully
exercisable in accordance with the terms of this Agreement.
3. a. The Holder may exercise the Option with respect to any
whole number of shares less than the full number of shares subject to the
Option. The Holder may exercise the Option by giving the Company written notice
in the form annexed, as provided in paragraph 8 hereof, of such exercise. Such
notice shall specify the number of shares as to which the Option is being
exercised and shall be accompanied by payment in full by means of one or a
combination of the following: (i) in cash, of an amount equal to the Exercise
Price multiplied by the number of shares as to which the Option is being
exercised (the "Purchase Price"); (ii) if permitted by the Board, by surrender
to the Company of a number of shares of Common Stock, or by allowing the Company
to deduct a number of shares from the shares of Common Stock deliverable to the
Holder upon exercise of the Option, having a fair market value, as determined by
the Board on the date of the exercise (whose determination shall be final and
conclusive), equal to the Purchase Price; or (iii) if the Holder is an employee
of the Company or a Related Entity at the time of exercise, and if the Board
permits, by interest bearing promissory note in an amount not to exceed 90% of
the Purchase Price, such promissory note to be repaid in quarterly installments
over a period not to exceed five years (the remaining 10% of such Purchase Price
to be paid either in cash or by surrender or deduction of shares of Common
Stock).
b. Prior to or concurrently with delivery by the Company to
the Holder of a certificate(s) representing such shares, the Holder shall, upon
notification of the amount due, pay promptly any amount necessary to satisfy
applicable federal, state or local tax requirements. In the event such amount is
not paid promptly, the Company shall have the right to apply from the Purchase
Price paid any taxes required by law to be withheld by the Company with respect
to such payment and the number of shares to be issued by the Company will be
reduced accordingly.
4. Notwithstanding any other provision of this Agreement, in the
event of a change in the outstanding Common Stock of the Company by reason of a
stock dividend, split-up, split-down, reverse split, recapitalization, merger,
consolidation, combination or exchange of shares, spin-off, reorganization,
liquidation or the like, then the aggregate number of shares subject to the
option and the Exercise Price shall be appropriately adjusted by the Board as
the Board shall determine to be equitably required, its determination to be
final and conclusive.
5. This Option shall, during the Holder's lifetime, be
exercisable only by him, and neither this Option nor any right
2
<PAGE>
hereunder shall be transferable by him, by operation of law or otherwise, except
by will or the laws of descent and distribution. In the event of any attempt by
the Holder to transfer, assign, pledge, hypothecate or otherwise dispose of this
Option or of any right hereunder, except as provided for herein, or in the event
of the levy or any attachment, execution or similar process upon the rights or
interest hereby conferred, the Company may terminate this Option by notice to
the Holder and it shall thereupon become null and void.
6. Neither the Holder nor, in the event of his death, any person
entitled to exercise his rights, shall have any of the rights of a stockholder
with respect to the shares subject to the Option until share certificates have
been issued and registered in the name of the Holder or his estate, as the case
may be.
7. Nothing in this Agreement shall confer upon the Holder any
right to continue in the employ or service of the Company or any entity that
directly or indirectly, through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Company (a "Related
Entity").
8. Any notice to the Company provided for in this Agreement shall
be addressed to the Company in care of its Chief Financial Officer, at its
principal executive offices, and any notice to the Holder shall be addressed to
him at his address now on file with the Company, or to such other address as
either may last have designated to the other by notice as provided herein. Any
notice so addressed shall be deemed to be given upon receipt, if delivered by
hand, receipt acknowledged, or on the second business day after mailing, by
registered or certified mail, at a post office or branch post office within the
United States.
9. In the event that any question or controversy shall arise with
respect to the nature, scope or extent of any one or more rights conferred by
this Option, the determination by the Board (as constituted at the time of such
determination) of the rights of the Holder shall be conclusive, final and
binding upon the Holder and upon any other person who shall assert any right
pursuant to this Option.
EDUCATIONAL VIDEO CONFERENCING, INC.
By: /s/ Dr. Arol I. Buntzman
--------------------------------
Name: Dr. Arol I. Buntzman
Title: Chairman & CEO
ACCEPTED AND AGREED
/s/ Wallace J. Caven
- --------------------
Wallace J. Caven
3
Exhibit 4.3
EDUCATIONAL VIDEO CONFERENCING, INC.
STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of the 13th day of March, 1998, by
EDUCATIONAL VIDEO CONFERENCING, INC., a Delaware Corporation (the "Company"),
with James H. Mollitor (the "Holder"):
The Company, desiring to afford an opportunity to the Holder to
purchase certain shares of the Company's Common Stock, $.0001 par value (the
"Common Stock"), to provide the Holder with an inducement to remain in the
service of the Company, to enable the Holder to participate in the future
success of the Company and to associate the interests of the Holder with those
of the Company, hereby grants to Holder, and Holder hereby accepts, an option
(the "Option") to purchase all or any part of 100,000 shares of Common Stock.
The Option shall vest and become exercisable (provided the Holder is then an
employee of the Company or a Related Entity, as defined below), as to the
numbers of shares indicated below, on a cumulative basis, on the dates and at
the exercise prices (the "Exercise Price") indicated:
Become Exercisable
No. of Shares (Cumulatively) Exercise Price
20,000 March 13, 2000 $10.00
20,000 March 13, 2002 $12.50
20,000 March 13, 2004 $15.00
20,000 March 13, 2006 $17.50
20,000 March 13, 2008 $20.00
1. a. This Agreement supersedes any and all other prior stock
option agreements between the parties with respect to the Option. The Option
shall continue in force through December 31, 2008 (the "Expiration Date"),
unless sooner terminated as provided herein.
b. This Option is designated as a stock option that does not
qualify as an incentive stock option pursuant to Section 422 of the Internal
Revenue Code of 1986, as amended.
2. a. If the Holder shall die and if the Option was otherwise
exercisable immediately prior to the occurrence of such event, then such Option
may be exercised as set forth herein by the person or persons to whom the
Holder's rights under the Option pass by will or by the laws of decent and
distribution, or if no such person has such right, by his executors or
administrators, at any time prior to the Expiration Date.
b. In the event of a change in control of the Company, of the
type that would be required to be described as a change in control of the
company in a proxy or information
1
<PAGE>
statement distributed by the Company pursuant to Section 14 of the Securities
Exchange Act of 1934, in response to Item 6(e) of Schedule 14A promulgated
thereunder (if such Act applied to the Company), the Option will immediately
become fully exercisable in accordance with the terms of the Agreement.
3. a. The Holder may exercise the Option with respect to any
whole number of shares less than the full number of shares subject to the
Option. The Holder may exercise the Option by giving the Company written notice
in the form annexed, as provided in paragraph 8 hereof, of such exercise. Such
notice shall specify the number of shares as to which the Option is being
exercised and shall be accompanied by payment in full by means of one or a
combination of the following: (i) in cash, of an amount equal to the Exercise
Price multiplied by the number of shares as to which the Option is being
exercised (the "Purchase Price"); (ii) if permitted by the Company's Board of
Directors (the "Board"), by surrender to the Company of a number of shares of
Common Stock, or by allowing the Company to deduct a number of shares from the
shares of Common Stock deliverable to the Holder upon exercise of the Option,
having a fair market value, as determined by the Board on the date of the
exercise (whose determination shall be final and conclusive), equal to the
Purchase Price; or (iii) if the Holder is an employee of the Company or a
Related Entity at the time of exercise, and if the Board permits, by interest
bearing promissory note in an amount not to exceed 90% of the Purchase Price,
such promissory note to be repaid in quarterly installments over a period not to
exceed five years (the remaining 10% of such Purchase Price to be paid either in
cash or by surrender or deduction of shares of Common Stock).
b. Prior to or concurrently with delivery by the Company to
the Holder of a certificate(s) representing such shares, the Holder shall, upon
notification of the amount due, pay promptly any amount necessary to satisfy
applicable federal, state or local tax requirements. In the event such amount is
not paid promptly, the Company shall have the right to apply from the purchase
price paid any taxes required by law to be withheld by the Company with respect
to such payment and the number of shares to be issued by the Company will be
reduced accordingly.
4. Notwithstanding any other provision of this Agreement, in the
event of a change in the outstanding Common Stock of the Company by reason of a
stock dividend, split-up, split-down, reverse split, recapitalization, merger,
consolidation, combination or exchange of shares, spin-off, reorganization,
liquidation or the like, then the aggregate number of shares subject to the
Option and the Exercise Price shall be appropriately adjusted by the Board as
the Board shall determine to be equitably required, its determination to be
final and conclusive.
5. This Option shall, during the Holder's lifetime, be
exercisable only by him, and neither this Option nor any right hereunder shall
be transferable by him, by operation of law or
2
<PAGE>
otherwise, except by will or the laws of descent and distribution. In the event
of any attempt by the Holder to transfer, assign, pledge, hypothecate or
otherwise dispose of this Option or of any right hereunder, except as provided
for herein, or in the event of the levy or any attachment, execution or similar
process upon the rights or interest hereby conferred, the Company may terminate
this Option by notice to the Holder and it shall thereupon become null and void.
6. Neither the Holder nor in the event of his death, any person
entitled to exercise his rights, shall have any of the rights of a stockholder
with respect to the shares subject to the Option until share certificates have
been issued and registered in the name of the Holder or his estate, as the case
may be.
7. Nothing in this Agreement shall confer upon the Holder any
right to continue in the employ or service of the Company or any entity that
directly or indirectly, through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Company (a "Related
Entity").
8. Any notice to the Company provided for in this Agreement shall
be addressed to the Company in care of its Chief Financial Officer, at its
principal executive offices and any notice to the Holder shall be addressed to
him at his address now on file with the Company, or to such other address as
either may last have designated to the other by notice as provided herein. Any
notice so addressed shall bc deemed to be given upon receipt, if delivered by
hand, receipt acknowledged, or on the second business day after mailing, by
registered or certified mail, at a post office or branch post office within the
United States.
9. In the event that any question or controversy shall arise with
respect to the nature, scope or extent of any one or more rights conferred by
this Option, the determination by the Board (as constituted at the time of such
determination) of the rights of the Holder shall be conclusive, final and
binding upon the Holder and upon any other person who shall assert any right
pursuant to this Option.
EDUCATIONAL VIDEO CONFERENCING, INC.
By: /s/ Dr. Arol I. Buntzman
--------------------------------
Name: Dr. Arol I Buntzman
Title: Chairman & CEO
ACCEPTED AND AGREED
/s/ James H. Mollitor
- ---------------------
James H. Mollitor
3
LETTERHEAD
EXHIBIT 5
April 5, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Educational Video Conferencing, Inc.
Amended and Restated 1998 Incentive Plan
and Options Granted to officers Outside of
the Plan - Registration Statement on Form S-8
Ladies and Gentlemen:
As counsel to Educational Video Conferencing, Inc., a Delaware
corporation ("EVCI"), we have been requested to render this opinion for filing
as Exhibit 5 to EVCI's Registration Statement on Form S-8 (the "Registration
Statement"). Each term used herein shall have the meaning specified in the
Registration Statement unless otherwise defined herein.
The Registration Statement covers: (a) 356,000 shares of EVCI's common
stock, which are issuable upon the exercise of options granted and that may be
granted pursuant to EVCI's Amended and Restated 1998 Incentive Plan (the
"Incentive Plan") and (b) 55,000 shares of common stock which are issuable upon
exercise of options granted other than under the Incentive Plan (the "Other
Options").
We have examined the originals or photocopies or certified copies of
such records of EVCI and other documents as we have deemed necessary or
appropriate for the purpose of this opinion. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as certified copies or photocopies and the authenticity of the
originals of such latter documents.
<PAGE>
Securities and Exchange Commission
April 5, 2000
Page 2
Based on the foregoing, we are of the opinion that the shares of
Common Stock which are issuable upon exercise of the options granted under the
Incentive Plan, and the shares of common stock issuable upon exercise of the
Other Options, will be, when issued and or paid for in the manner contemplated
under the Incentive Plan or the Other Options, legally and validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Fischbein Badillo Wagner Harding
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We hereby consent to the incorporation by reference in the registration
statement of Educational Video Conferencing, Inc. on Form S-8 (Registration No.
333-66058) of our report, dated January 28, 2000, except for Note 12, as to
which the date is February 3, 2000, on the financial statements of Educational
Video Conferencing, Inc. as of December 31, 1999 and for the years then ended
appearing in the annual report on Form 10-KSB of Educational Video Conferencing,
Inc. for the year ended December 31, 1999.
/s/ Goldstein Golub Kessler LLP
- -------------------------------
Goldstein Golub Kessler LLP
New York, New York
April 4, 2000
Included in Exhibit 5
