<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[x] Quarterly Report Pursuant to Section 13 or 15(d)
Securities Exchange Act of 1934
for Quarterly Period Ended September 30, 2000
-OR-
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities And Exchange Act of 1934
for the transaction period from ___________ to _________
Commission File Number 333-70663
ConnectivCorp (formerly known as Spinrocket.com, Inc.)
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(Exact name of registrant as specified in its charter)
Delaware 06-1529524
--------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
29 West 57th Street, 9th Floor, New York, New York 10019
--------------------------------------------------------------------------------
(Address of principal executive offices, Zip Code)
(212) 583-0300
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Check whether the issuer (1) 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 [ ]
The number of outstanding shares of the registrant's common stock,
par value $.001 as of October 31, 2000 is 21,512,624
<PAGE>
TABLE OF CONTENTS
PAGE
PART I - FINANCIAL INFORMATION ----
Item 1. Financial Statements (unaudited)..................................... 3
Consolidated Balance Sheets ....................................... 3
Consolidated Income Statements..................................... 4
Consolidated Statements of Cash Flows.............................. 6
Consolidated Statement of Shareholders' Equity..................... 7
Notes To Consolidated Financial Statements ........................ 8
Item 2. Management's Discussion and Analysis................................. 9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings....................................................11
Item 2. Changes in Securities and Use of Proceeds............................11
Item 3. Defaults Upon Senior Securities......................................11
Item 4. Submission of Matters to a Vote of Security Holders..................11
Item 5. Other Information....................................................12
Item 6. Exhibits and Reports on Form 8-K.....................................12
2
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1 -- FINANCIAL STATEMENTS
CONNECTIVCORP
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------ ------------
<S> <C> <C>
ASSETS (unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 2,494,175 $ 556,799
Prepaid expense 43,603 23,511
------------ ------------
Total Current Assets 2,537,778 580,310
------------ ------------
EQUIPMENT:
Equipment, net of accumulated depreciation of $1,946 and $2,222 9,760 18,072
------------ ------------
OTHER ASSETS (Note 4):
Cost of acquired software, net of accumulated amortization
of $770,000 and $130,318 3,430,000 3,779,228
Other assets 18,850 15,239
Assets of discontinued operations (Note 2) -- 7,616,940
Goodwill, net of accumulated amortization of $104,850 in 2000 594,150 583,000
------------ ------------
Total Other Assets 4,043,000 11,994,407
------------ ------------
Total Assets $ 6,590,538 $ 12,592,789
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 231,272 $ 291,318
Liabilities of discontinued operations (Note 2) -- 6,229,969
------------ ------------
Total Current Liabilities 231,272 6,521,287
------------ ------------
SHAREHOLDERS' EQUITY (Note 5):
Preferred Stock, $.001 par value
10,000,000 shares authorized, Series D -- --
Common Stock, $.001 par value
40,000,000 shares authorized, 21,512,624 and 18,081,650
issued and outstanding 21,513 18,082
Paid in capital 18,830,908 13,572,426
Deferred compensation (729,975) (583,539)
Accumulated deficit (11,763,180) (6,935,467)
------------ ------------
Total Shareholders' Equity 6,359,266 6,071,502
------------ ------------
Total Liabilities and Shareholders' Equity $ 6,590,538 $ 12,592,789
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
3
<PAGE>
CONNECTIVCORP
CONSOLIDATED INCOME STATEMENTS (UNAUDITED)
<TABLE>
<CAPTION>
For the Nine Months Ended September 30,
2000 1999
------------ ------------
Revenue: (Note 2)
<S> <C> <C>
Consulting fees $ 80,000 $ --
General and administrative expenses 3,683,212 --
------------ ------------
Operating loss (3,603,212) --
Interest income 72,199 --
------------ ------------
Loss from continuing operations before income
tax benefit (3,531,013) --
Income tax benefit 116,000 --
------------ ------------
Loss from continuing operations (3,415,013) --
Loss from discontinued operations,
after income taxes ($0) (Note 2) (1,412,700) (553,261)
------------ ------------
Net loss $ (4,827,713) $ (553,261)
============ ============
Net loss per common share- basic and diluted:
Loss from continuing operations $ (0.17) $ --
Loss from discontinued operations (0.07) (0.14)
------------ ------------
Net loss per common share- basic and diluted $ (0.24) $ (0.14)
============ ============
Weighted average shares outstanding:
basic and diluted 20,274,098 3,890,756
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
4
<PAGE>
CONNECTIVCORP
CONSOLIDATED INCOME STATEMENTS (UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months Ended September 30, 2000 1999
------------ ------------
(Note 2)
<S> <C> <C>
Revenue:
Consulting fees $ 20,000 $ --
General and administrative expenses 1,427,090 --
------------ ------------
Operating loss (1,407,090) --
Interest income 39,776 --
------------ ------------
Loss from continuing operations before income
tax benefit (1,367,314) --
Income tax benefit -- --
------------ ------------
Loss from continuing operations (1,367,314) --
Loss from discontinued operations,
after income taxes ($0) (Note 2) -- (426,041)
------------ ------------
Net loss $ (1,367,314) $ (426,041)
============ ============
Net loss per common share- basic and diluted:
Loss from continuing operations $ (0.06) $ --
Loss from discontinued operations -- (0.11)
------------ ------------
Net loss per common share- basic and diluted $ (0.06) $ (0.11)
============ ============
Weighted average shares outstanding:
basic and diluted 21,512,624 3,890,756
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
5
<PAGE>
CONNECTIVCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
For the Nine Months Ended September 30, 2000 1999
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(4,827,713) $ (553,261)
----------- -----------
Adjustments to reconcile net loss
to net cash provided (used) by operating activities-
Depreciation $ 2,627
Amortization 744,532
Loss on disposal of equipment 10,740
Non-cash compensation expense 1,187,237
Income tax benefit (116,000)
Loss from discontinued operations 1,412,700 553,261
Increase in prepaid and other assets (20,092)
Increase in non-current assets (3,611)
Decrease in payables and other current liabilities (85,775)
----------- -----------
Total adjustments to net loss 3,132,358 553,261
----------- -----------
Net cash (used) by operating activities (1,695,355) --
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of equipment, net of disposals (5,054) --
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash received from Private Placement (net of issuance costs) 3,637,785 --
----------- -----------
Net increase in cash and cash equivalents 1,937,376 --
CASH AND CASH EQUIVALENTS, January 1, 556,799 --
----------- -----------
CASH AND CASH EQUIVALENTS, SEPTEMBER 30, $ 2,494,175 $ --
=========== ===========
NON-CASH INVESTING AND FINANCING ACTIVITIES
Conversion of Preferred to Common Stock $ 2,997,737
===========
Fair value of warrants to purchase Common Stock issued in
conjunction with Private Placement $ 9,764,458
===========
Fair value of warrants issued to Placement Agent $ 1,146,880
===========
Increase in cost of acquired software $ 290,454
===========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
6
<PAGE>
CONNECTIVCORP
Consolidated Statement of
Shareholders' Equity (unaudited)
<TABLE>
<CAPTION>
Total
Preferred Common Paid in Deferred Accumulated Shareholders'
Nine Months Ended September 30, 2000 Stock Stock Capital Compensation Deficit Equity
------------------------------------ ----- ----- ------- ------------ ------- ------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1999 $ - $ 18,082 $13,572,426 $ (583,539) $ (6,935,467) $ 6,071,502
Adjustment of cost of acquired
software (Note 4) 290,454 290,454
Issuance of 121,494 shares with
respect to business combination of
ConnectivCorp and Cakewalk LLC 122 (122) -
Placement fee paid with respect to
1999 business combination of
ConnectivCorp and Cakewalk LLC (90,000) (90,000)
Issuance of 2,661,352 shares of
Series D 2,661 2,995,076 2,997,737
Issuance of 648,128 shares of Common
Stock in Private Placement (Note 5) 648 729,400 730,048
Conversion of shares of preferred
stock to common stock (2,661) 2,661 -
Issuance of options for consulting
services 753,424 (753,424) -
Issuance of stock options to an
officer 580,250 (580,250) -
Amortization of deferred compensation
1,187,238 1,187,238
Net loss (4,827,713) (4,827,713)
---------------------------------------------------------------------------------------------
BALANCE, September 30, 2000 $ - $ 21,513 $18,830,908 $ (729,975) $(11,763,180) $ 6,359,266
=============================================================================================
</TABLE>
The accompanying notes are an integral part of this consolidated statement.
7
<PAGE>
CONNECTIVCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2000
1. As used in these financial statements, the term the "Company" refers to
ConnectivCorp (formerly known as Spinrocket.com, Inc.) and its consolidated
subsidiaries.
2. The December 31, 1999 consolidated balance sheet presented herein was derived
from the audited December 31, 1999 consolidated financial statements of the
Company. Reference should be made to the Company's consolidated financial
statements for the year ended December 31, 1999 for a description of the
accounting policies, which have been continued without change. Also, reference
should be made to the notes to the Company's December 31, 1999 consolidated
financial statements for additional details of the Company's consolidated
financial condition, results of operations and cash flows. The details in those
notes have not changed except as a result of normal transactions in the interim.
Certain amounts in the 1999 consolidated financial statements have been
reclassified to conform with the current period's presentation. All adjustments
(of a normal recurring nature) which are, in the opinion of management,
necessary to a fair presentation of the results of the interim period have been
included.
As previously disclosed in the Company's December 31, 1999 Form 10-KSB,
on March 30, 2000, the Company decided that it will exit the business
conducted by 32 Records LLC ("32 Records") by March 2001 and recharacterized
32 Records as a discontinued operation for financial reporting purposes.
Since March 30, 32 Records has been operating the business and has sought to
sell the business or assets. Unless the Company can facilitate a sale in the
near future, which it is attempting to do, it anticipates that the business
will be surrendered, either through the transfer of assets or equity
ownership, to the lender. Consequently, the Company wrote off the business of
32 Records in its consolidated financial statements as of June 30, 2000.
3. The Company's Board of Directors and a majority of the Company's
shareholders, upon written consent, approved a proposal to amend the Company's
Certificate of Incorporation, such that the corporate name of the Company was
changed from "Spinrocket.com, Inc." to "ConnectivCorp." The Company changed its
corporate name because this new name better describes the Company's current
strategic direction. The Company's business model is to facilitate the online
connection between targeted, profiled consumers and marketers desiring to reach
those consumers. As its initial focus, the Company formed a new wholly-owned
subsidiary, ConnectivHealth, in order to facilitate its connectivity model in
the healthcare field. The corporate name change became effective upon the filing
of the Amended Certificate of Incorporation with the Delaware Secretary of
State, on September 11, 2000.
4. As previously reported in the Company's December 31, 1999 Form 10-KSB, the
Company completed a business combination in November 1999 with Cakewalk LLC
in a transaction accounted for as a reverse merger using the purchase method
wherein Cakewalk LLC was deemed to be the accounting acquiror and the Company
the accounting acquiree. A portion of the purchase price had been allocated
to assets accounting acquired and liabilities assumed based on the estimated
fair market value at the date of acquisition and the balance of $3,909,546
was recorded as cost of acquired software. The allocation of the $3,909,546
to acquired software was preliminary and subject to the completion of an
independent valuation. The results of the completed valuation, which valued
the acquired software at $4.2 million, have been reported in the consolidated
financial statements and the software is being amortized using the
straight-line method over its estimated useful life of five years.
5. On March 31, 2000, the Company raised approximately $3 million (net of
Placement Agent fees) through the private placement of 2,661,352 shares of the
Company's Series D Convertible Preferred Stock (the "Series D Preferred Stock")
at a price of $1.28 per share. On April 19, 2000, the Company converted the
Series D Preferred Stock into shares of Common Stock at a ratio of one share of
Common Stock for one share of Series D Preferred Stock and amended its charter
to authorize the issuance of up to 40 million shares of Common Stock. At the
second closing on April 28, 2000, the Company received approximately $.7 million
(net of Placement Agent fees) and issued 648,128 shares of Common Stock. The
Company also issued one warrant to purchase one share of Common Stock for each
share of Preferred or Common Stock issued in the Private Placement. The warrants
have an exercise price of $5 per share and are exercisable at any time until
April 19, 2002. The warrants were assigned a fair value of $9.8 million, using
the Black Scholes pricing model. The Company also granted to the Placement Agent
warrants to purchase 330,948 shares of the Company's Common Stock. The warrants
have an exercise price of $1.28 per share and are exercisable at any time until
April 28, 2005. The warrants were assigned a fair value of $1.1 million, using
the Black Scholes pricing model.
8
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
On September 11, 2000, Spinrocket.com, Inc. ("Spinrocket" or the "Company")
changed its name to ConnectivCorp because this new name better describes the
Company's current strategic direction. The Company's business model is to
facilitate the online connection between targeted, profiled consumers and
marketers desiring to reach those consumers. As its initial focus, the Company
formed a new wholly-owned subsidiary, ConnectivHealth, in order to facilitate
its connectivity model in the healthcare field.
As previously reported in the Company's Form 10-KSB for the year ended
December 31, 1999 ("Form 10-KSB"), the Company completed a business
combination in November 1999 with Cakewalk LLC, in a transaction accounted
for as a reverse merger using the purchase method wherein Cakewalk LLC was
deemed to be the accounting acquiror and the Company the accounting acquiree.
A portion of the purchase price had been allocated to assets acquired and
liabilities assumed based on the estimated fair market value at the date of
acquisition and the balance of $3,909,546 was recorded as cost of acquired
software. The allocation of the $3,909,546 to acquired software was
preliminary and subject to the completion of an independent valuation. The
results of the completed valuation, which valued the acquired software at
$4.2 million, have been reported in the consolidated financial statements and
the software is being amortized using the straight-line method over its
estimated useful life of five years.
As previously disclosed in the Company's December 31, 1999 Form 10-KSB, on March
30, 2000, the Company decided that it will exit the business conducted by 32
Records LLC ("32 Records") by March 2001 and recharacterized 32 Records as a
discontinued operation for financial reporting purposes. Since March 30, 32
Records has been operating the business and has sought to sell the business
or assets. Unless the Company can facilitate a sale in the near future, which
it is attempting to do, it anticipates that the business will be surrendered,
either through the transfer of assets or equity ownership, to the lender.
Consequently, the Company wrote off the business of 32 Records in its
consolidated financial statements as of June 30, 2000.
Results of Operations
Nine months ended September 30, 2000 as compared with nine months ended
September 30,1999
In the first nine months the Company reported the following:
<TABLE>
<CAPTION>
2000 1999
------------- -----------
<S> <C> <C>
Loss from continuing operations $ (3,415,013) $ --
Loss from discontinued operations (1,412,700) (553,261)
------------- -----------
Net loss $ (4,827,713) $ (553,261)
============= ===========
Basic and diluted loss per share:
Loss from continuing operations $ (0.17) $ --
Loss from discontinued operations (0.07) (0.14)
------------- -----------
Net loss per common share- basic and diluted $ (0.24) $ (0.14)
============= ===========
</TABLE>
The Company reported a loss from continuing operations of approximately $3.4
million. The Company's income of $152,000 consisted of $80,000 of consulting fee
revenue and $72,000 of interest earned on its funds. General and administrative
expenses of approximately $ 3.7 million include expenses of which $513,000 was
for salary-related expenses; $473,000 for consulting fees; $401,000 for
professional fees; $745,000 for amortization of acquired software and goodwill,
and $1,187,000 for expenses associated with issuance of stock options.
9
<PAGE>
Quarter ended September 30, 2000 as compared with quarter ended September 30,
1999 In the third quarter the Company reported the following:
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
Loss from continuing operations $(1,367,314) $ --
Loss from discontinued operations -- (426,041)
----------- -----------
Net loss $(1,367,314) $ (426,041)
=========== ===========
Basic and diluted loss per share:
Loss from continuing operations $ (0.06) $ --
Loss from discontinued operations -- (0.11)
----------- -----------
Net income (loss) per common share- basic and diluted $ (0.06) $ (0.11)
=========== ===========
</TABLE>
The Company reported a loss from continuing operations of approximately $1.4
million. The Company's income of $60,000 consisted of $20,000 of consulting
fee revenue and $40,000 of interest earned on its funds. Reported general and
administrative expenses of approximately $1.4 million include expenses of
which $197,000 was for salary-related expenses; $156,000 for professional
fees; $188,000 for consulting fees; $245,000 for amortization of acquired
software and goodwill, and $465,000 for expenses associated with issuance of
stock options.
Liquidity and Capital Resources
Private Placement
On March 31, 2000, the Company raised approximately $3 million (net of
Placement Agent fees) through the private placement of 2,661,352 shares of
the Company's Series D Convertible Preferred Stock (the "Series D Preferred
Stock") at a price of $1.28 per share. The warrants are exercisable at a
price of $5 and expire on April 19, 2002. On April 19, 2000, the Company
converted the Series D Preferred Stock into shares of Common Stock at a ratio
of one share of Common Stock for one share of Series D Preferred Stock an
amended its charter to authorize the issuance of up to 40 million shares of
common stock. At the second closing on April 28, 2000, the Company received
approximately $.7 million (net of Placement Agent fees) and issued 648,128
shares of Common Stock.
The Company also issued one warrant to purchase one share of Common Stock for
each share of Preferred or Common Stock issued in the Private Placement. The
warrants have an exercise price of $5 per share and are exercisable at any time
until April 19, 2002. The Company also granted to the Placement Agent warrants
to purchase 330,948 shares of the Company's Common Stock. The warrants have an
exercise price of $1.28 per share and are exercisable at any time until April
28, 2005.
Loan Default
As previously disclosed in the Company's Form 10-KSB, 32 Records LLC ("32
Records") was, and continues to be, in default under the Management Agreement
among 32 Records, Cakewalk BRE LLC ("BRE") and Entertainment Finance
International, Inc. ("EFI"). As a result of these defaults EFI, as the holder
of $5,500,000 principal amount of indebtedness issued by BRE, has accelerated
the maturity date of such indebtedness and commenced foreclosure proceedings.
At the time the loan was granted in June 1999, EFI required the establishment
of a new subsidiary, BRE, into which all assets of 32 Records were
transferred as security for EFI. Accordingly, EFI does not have recourse to
the Company's assets not included in BRE.
On October 18, 2000, the Company entered into an agreement with EFI pursuant
to which EFI agreed, under certain circumstances, to pay the Company a
consulting fee for assisting EFI in the sale of the assets of 32 Records.
On March 30, 2000, the Company decided that it will exit the business conducted
by 32 Records by March 2001 and recharacterized 32 Records as a discontinued
operation for financial reporting purposes. Since March 30, 32 Records has been
operating the business and has sought to sell the business or assets. Unless the
Company can
10
<PAGE>
facilitate a sale in the near future, which it is attempting to do, it
anticipates that the business will be surrendered, either through the transfer
of assets or equity ownership, to the lender.
PART II -- OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
Not applicable
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS
PRIVATE PLACEMENT
On March 31, 2000 the Company raised approximately $3 million (net of Placement
Agent fees) through the private placement of 2,661,352 shares of the Company's
Series D Convertible Preferred Stock (the "Series D Preferred Stock") at a price
of $1.28 per share (the "Private Placement"). The Company engaged Matrix U.S.A.,
LLC as Placement Agent to assist in the Private Placement. On April 19, 2000,
the Company converted the Series D Preferred Stock into shares of Common Stock
at a ratio of one share of Common Stock for one share of Series D Preferred
Stock and amended its charter to authorize the issuance of up to 40 million
shares of Common Stock. The private placement was made to "accredited investors"
as that term is defined in Regulation D promulgated under the Securities Act of
1933, as amended. At the second closing on April 28, 2000, the Company received
approximately $.7 million (net of Placement Agent fees) and issued 648,128
shares of Common Stock. The Company also issued one warrant to purchase one
share of Common Stock for each share of Preferred or Common Stock issued in the
Private Placement. The warrants have an exercise price of $5 per share and are
exercisable at any time until April 19, 2002. The Company also granted to the
Placement Agent warrants to purchase 330,948 shares of the Company's Common
Stock. The warrants have an exercise price of $1.28 per share and are
exercisable at any time until April 28, 2005.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
As previously disclosed in the Company's Form 10-KSB, 32 Records LLC ("32
Records") was, and continues to be, in default under the Management Agreement
among 32 Records, Cakewalk BRE LLC ("BRE") and Entertainment Finance
International, Inc. ("EFI"). As a result of these defaults EFI, as the holder
of $5,500,000 principal amount of indebtedness issued by BRE, has accelerated
the maturity date of such indebtedness and commenced foreclosure proceedings.
At the time the loan was granted in June 1999, EFI required the establishment
of a new subsidiary, BRE, into which all assets of 32 Records were
transferred as security for EFI. Accordingly, EFI does not have recourse to
the Company's assets not included in BRE.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Board of Directors and a majority of the Company's shareholders,
upon written consent, approved a proposal to amend the Company's Certificate of
Incorporation, such that the corporate name of the Company was changed from
"Spinrocket.com, Inc." to "ConnectivCorp." The Company changed its corporate
name because this new name better describes the Company's current strategic
direction. The Company's business model is to facilitate the online connection
between targeted, profiled consumers and marketers desiring to reach those
consumers. As its initial focus, the Company formed a new wholly-owned
subsidiary, ConnectivHealth, in order to facilitate its connectivity model in
the healthcare field. The corporate name change became effective upon the filing
of the Amended Certificate of Incorporation with the Delaware Secretary of
State, on September 11, 2000.
11
<PAGE>
ITEM 5 - OTHER INFORMATION
Not applicable
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibit is filed herewith:
Exhibit 27.1 Financial Data Schedule
(b) During the third quarter of 2000, on September 13, 2000,
the Company filed a Form 8-K, related to the filing of an
Amendment to the Company's Certificate of Incorporation
wherein the corporate name of the Company was changed from
"Spinrocket.com, Inc." to "ConnectivCorp."
12
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
CONNECTIVCORP
Dated: November 7, 2000 By: /s/ ROBERT MILLER
-------------------------------------
Robert Miller
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ ALAN L. SCHAFFER
-------------------------------------
Alan L. Schaffer
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
13
