<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 29, 2000
COMMISSION FILE NUMBER 001-15311
ENVISION DEVELOPMENT CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA 65-0981457
(State or other jurisdiction (I.R.S.Employer Identification No.)
of incorporation or organization)
4 MOUNT ROYAL AVENUE, MARLBORO, MASSACHUSETTS
(Address of principal executive offices)
(508) 481-8303
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS
-------------------
COMMON STOCK, $0.01 PAR VALUE
NAME OF EACH EXCHANGE ON WHICH REGISTERED
-----------------------------------------
AMERICAN STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
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 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 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 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. [ ]
The number of shares of Common Stock outstanding as of May 26, 2000 was
8,592,500.
DOCUMENTS INCORPORATED BY REFERENCE
None.
<PAGE> 2
Part III of the Annual Report on Form 10-K for the fiscal year ended
January 29, 2000 of Envision Development Corporation (the "Registrant"
"Envision" or the "Company") is amended to include this information required
under Part III of the Annual Report on Form 10-K.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the person's age, the month and year in
which such person first became a director, any other position held with the
Company, such person's principal occupations during the past five years and any
directorships held by such person in public or certain other companies.
<TABLE>
<CAPTION>
NAME POSITION HELD AGE
---- ------------- ---
<S> <C> <C>
William J. Patch Chairman of the Board, Chief Executive 53
Officer and Director
Michael E. Amideo Chief Financial Officer, Secretary and Director 31
Sunny C. Vanderbeck Director 26
Dean M. Willard Director 52
Thomas H. Carmody Director 51
James B. Weinstock Director 28
Alan E. Rudd Director 48
Syed Abbas Ali Shah Director 37
</TABLE>
William J. Patch. Mr. Patch has served as director of the Company since
January 2000. Mr. Patch became the Company's Chairman of the Board and Chief
Executive Officer in April 2000. From January 2000 to April 2000, Mr. Patch
served as the President and Chief Operating Officer of the Registrant. Prior to
January 2000, Mr. Patch founded and served as President of VP Incorporated since
1989. At VP, his responsibilities have included developing and managing global
enterprise network programs, professional services, logistics, acquisitions,
sales, and strategic planning for clients including Fortune 500 and smaller
entrepreneurial companies. From 1976 to 1980, Mr. Patch was employed in a number
of executive positions with Bell Atlantic Business Systems Services and its
predecessor Sorbus Inc., including Vice President, marketing and sales. From
1972 to 1976, Mr. Patch was manager of equal employment opportunity for NCR
Corporation.
Michael E. Amideo. Mr. Amideo has served as the Chief Financial Officer
and a director of the Company since June 1999 and as Secretary of the Company
since January 1999. From July 1999 until January 1999, he also served as the
Company's Chief Operating Officer. From April 1999 to June 1999, Mr. Amideo
served as controller of Perfumania, Inc. From 1995 to 1999, Mr. Amideo was
employed by PricewaterhouseCoopers LLP as a certified public accountant. From
1994 to 1995, Mr. Amideo was employed by Arthur Andersen LLP, as a certified
public accountant.
Sunny C. Vanderbeck. Mr. Vanderbeck has served as director of the
Company since January 2000. Mr. Vanderbeck is a co-founder of Data Return
Corporation and has served as its Chairman and Chief Executive Officer since
Data Return's formation in August 1997. Before founding Data Return, from July
1996 to January 1997, Mr. Vanderbeck was a technical product manager and Lead
Internet/Intranet Consultant for Software Spectrum, a reseller of Microsoft
products. From May 1995 to June 1996, while employed by Software Spectrum, Mr.
Vanderbeck served as an independent consultant to Microsoft where he served as a
team leader for Microsoft
<PAGE> 3
Messaging products and as a product support engineer. From July 1994 to May
1995, Mr. Vanderbeck was an independent consultant. From 1990 to 1994, Mr.
Vanderbeck served in the U.S. Army Special Operations unit as a Section Leader
in the 2nd Ranger Battalion.
Dean M. Willard. Mr. Willard has served as director of the Company
since January 2000. Mr. Willard has served as Chairman and Chief Executive
Officer of PBT Brands, Inc., a holding company which owns and operates Permatex,
Inc. and Advanced Chemistry & Technology, Inc. since August 1999. Permatex is a
leading supplier of functional chemicals to the automotive after market.
Advanced Chemistry & Technology, Inc., a company founded by Mr. Willard,
supplies high performance sealant to the aircraft industry. Mr. Willard has also
been Chairman of the Board of Directors of Automotive Performance Group since
September 1998 and its Chief Executive Officer since November 1998.
Mr. Willard also serves on the Board of Directors of American Pacific
Corporation, the sole source producer in North America of ammonium perchlorate,
the primary chemical component of solid propellants used in rocket and booster
motors by NASA, the military and a growing number of commercial launch vehicles.
From 1972 to 1989, Mr. Willard served as President and Chief Executive
Officer of Products Research & Chemical Corporation, a New York Stock Exchange
listed company. Products Research & Chemical Corporation was sold to Courtaulds
PLC in 1989 and Mr. Willard continued through 1995 in various capacities
including Chief Executive Officer and Vice Chairman. Prior to joining Products
Research & Chemical Corporation, Mr. Willard served on the audit staff of
PricewaterhouseCoopers, LLP. Mr. Willard is a certified public accountant.
Thomas H. Carmody. Mr. Carmody has served as director of the Company
since January 2000. Mr. Carmody has served as President and Chief Executive
Officer of Summit International since July 1999. Mr. Carmody served as President
and Chief Executive Officer of Continental Sports Group from 1998 to July 1999.
Mr. Carmody also serves as a director of Automotive Performance Group. From 1989
to 1998, Mr. Carmody was a Senior Vice President and General Manager of
Operations of Reebok International, Ltd. where he had management responsibility
for Reebok's North American operations including sales, marketing and
distribution. Prior to joining Reebok, Mr. Carmody served as a Director of
Marketing for Nike and was a Deputy District Attorney for Santa Clara County,
California.
James B. Weinstock. Mr. Weinstock has served as director of the Company
since April 2000. Mr. Weinstock also serves as the Co-Chairman of SkyDriver,
Inc., of which he is a co-founder. In addition, Mr. Weinstock serves on the
board of directors for Minority Interest.com and Gamebay.com. In 1996, Mr.
Weinstock co-founded Sportivny Mir, a Russia-based sports and fitness company
that founded Gold's Gym Moscow, as well as co-creating the Turnkey Telecom
Guide, providing an analysis of Moscow's telecommunications market. He also
served as Marketing Manager and Business Advisory Consultant for Ernst & Young
in the Commonwealth of Independent States. Mr. Weinstock received his BA in
Diplomatic History from the University of Pennsylvania. His father is Davis
Weinstock.
Alan E. Rudd. Mr. Rudd has served as director of the Company since
January 2000. Mr. Rudd has served as the Chief Executive Officer and Chairman of
Sundog Technologies, Inc., a Delaware corporation since November 1999. Sundog is
the creator of Universal Update, a software product that facilitates the sharing
of information among disparate databases. Mr. Rudd has served on the board of
directors of several startup companies and is currently the chairman of Qui Vive
Inc., a Delaware company and a majority owned subsidiary of the Company that
focuses on email policy management software.
From 1996 to November 1999, Mr. Rudd was the Chief Executive Officer of
Vinca Corporation, a Utah-based company that provided continuous availability
software for Microsoft, Novell and IBM distributed network platforms. Under Mr.
Rudd's leadership, Vinca became a recognized worldwide leader in providing high
availability solutions. In recognition of his achievements, Mr. Rudd was named
Utah's 1999 Entrepreneur of the Year. Vinca was acquired by Legato Systems of
Palo Alto, CA on July 31, 1999.
Mr. Rudd was part of the early management team at Novell Inc. from 1986
to 1996, where he played an integral role in establishing Novell as the
worldwide leader in the providing network computing solutions. At Novell, Rudd
held several key management positions in sales and marketing including Vice
President of OEM Operations.
From 1979 to 1986, Mr. Rudd practiced law in Chicago, Illinois with
State Farm Insurance and Prime Computer. Mr. Rudd holds B.S. and J.D. degrees
from Brigham Young University.
Syed Abbas Ali Shah. Mr. Abbas Ali Shah has served as director of the
Company since May 2000. Mr. Shah began his career in 1986 with Lehman Brothers,
where he was involved in developing computerized mathematical models and
strategies for the U.S. and international fixed income and derivatives markets.
Mr. Shah subsequently became a trader covering all sectors of the U.S. Treasury
market and was then assigned to manage the U.S. Strips (Zeros) desk, which also
traded futures and options. Mr. Shah was responsible for the management of a
four billion-dollar portfolio. In 1995, Mr. Shah joined UBS Securities. In 1996
he launched Interpacific Capital Management, a global macro hedge fund. In
December 1998, Mr. Shah established LiQ.com, an Internet consumer portal with a
proprietary social shopping technology. Mr. Shah attended Cambridge
University in Great Britain and finished his undergraduate work at Columbia
University where he was awarded BS degree in Mathematical Economics and
Biology. Mr. Shah subsequently attended the Master of Business Administration
program at Columbia University.
Information regarding the Registrant's executive officers has been
included as part of the Annual Report on Form 10-K under Part I.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based upon a review of Forms 3 and 4 and amendments thereto furnished
to the Company during and with respect to its most recent fiscal year and upon
written representations from persons known to the Company to be subject to
Section 15 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (a "reporting person") that no Form 5 is required to be filed for such
reporting person, all reporting persons filed on a timely basis reports required
by Section 16(a) of the Exchange Act during the fiscal year ended January 29,
2000.
<PAGE> 4
EXECUTIVE COMPENSATION
Compensation of Directors and the Named Executive Officers
----------------------------------------------------------
The following tables set forth a summary of the compensation, option
grants, option exercises and long-term incentive plans for Envision Development
Corporation executive officers.
SUMMARY COMPENSATION TABLE AS OF FISCAL YEAR END 2000
<TABLE>
<CAPTION>
AWARDS
ANNUAL COMPENSATION SECURITIES
----------------------- UNDERLYING OPTIONS/
SALARY BONUS SARS
NAME AND PRINCIPAL POSITION ($) ($) (#)
--------------------------- ------ ------ --------------------
<S> <C> <C> <C>
William J. Patch, Chairman of the
Board and Chief Executive Officer $ 6,923 $ 165,563(1) 400,000
Michael E. Amideo, Chief Financial
Officer and Secretary $ 73,322 $ 115,894(1) --
Rachmil Lekach, former CEO $ 340,038 $ 600,000(2) 225,000
</TABLE>
(1) Represents sign-on position acceptance bonus paid to Mr. Patch and Mr.
Amideo on January 11, 2000. The sign-on position acceptance bonus has
grossed up to compensate for federal income taxes.
(2) Represents termination compensation for Mr. Lekech according to his
employment agreement. Mr. Lekach is no longer employed by the Company.
Option Grants During Fiscal Year. The following table sets forth as to
each of the Named Executive Officers the following information with respect to
option grants during the fiscal year ended January 29, 2000 and the potential
realizable value of such option grants: (i) the number of shares of Common Stock
underlying options granted during fiscal year ended January 29, 2000, (ii) the
percentage that such options represent of all options granted to employees
during that year, (iii) the exercise price, (iv) the expiration date and (v) the
potential realizable value of each grant at assumed rates of stock price
appreciation for the option term.
OPTION GRANTS IN FISCAL YEAR ENDED JANUARY 29, 2000
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS (1) GRANT DATE VALUE(5)
------------------------------------------------------------ -------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS EXERCISE
UNDERLYING GRANTED TO PRICE EXPIRATION GRANT PRESENT
NAME OPTION GRANTED EMPLOYEES ($/SHARE) DATE VALUE(6)
---- --------------- ------------- ---------- ----------- -----------------
<S> <C> <C> <C> <C> <C>
William J. Patch, Chairman of the Board
and Chief Executive Officer 400,000 (2) 18% $ 22.00 1/11/2010 $ 6,325,290
Michael E. Amideo, Chief Financial
Officer and Secretary 50,000 (3) 2% $ 7.00 7/2/2009 $ 288,611
Michael E. Amideo, Chief Financial
Officer and Secretary 375,556 (2) 17% $ 22.00 1/11/2010 $ 6,083,755
Rachmil Lekach, former CEO 225,000 (4) 10% $ 7.00 6/01/2009 $ 1,298,754
</TABLE>
(1) No stock appreciate rights were granted to the executive officers in
fiscal 1999.
(2) The term for each option is ten years, unless expiration occurs earlier
due to termination of employment. Each option is exercisable in amounts
equal to twenty percent of the aggregate number of shares underlying
the option, on or after first through fourth anniversaries of the grant
date. Each option is exercisable in full with respect to the aggregate
number of shares on or after the fourth anniversary of the grant date.
<PAGE> 5
(3) The term for each option is ten years, unless expiration occurs earlier
due to termination of employment. Subject to a change in control of the
Company on January 11, 2000, the option vested immediately after change
in control.
(4) The term for each option is ten years. Options vested immediately upon
grant.
(5) Represents fair market value of common stock at date of grant.
(6) In accordance with Securities and Exchange Commission rules, the
Black-Scholes option pricing model was chosen to estimate the Grant
Date Present Value of the options set forth in this table at $20.16 per
share at January 11, 1999 and $6.41 per share at June 1, 1999. The
Company's use of this model should not be construed as an endorsement
of its accuracy at valuing options. All stock option models require a
prediction about the future movement of the stock price. The Grant Date
Present Values presented in the table were determined in part using the
following assumptions:
Expected volatility 100.0%
Risk-free interest rate 5.9%
Expected dividend yield 0.0%
Expected option life 10 years
The real value of the options in this table depends upon the actual
performance of the common stock during the applicable period and upon
when they are exercised. The approach used in developing the
assumptions upon which the Black-Scholes valuation was done is
consistent with the requirements of Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation".
AGGREGATED OPTIONS EXERCISES IN FISCAL YEAR ENDED JANUARY 29, 2000
AND FISCAL YEAR ENDED JANUARY 29, 2000 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL YEAR-END AT
SHARES (#) FISCAL YEAR-END ($)
ACQUIRED ON VALUE ----------------------------- ------------------------------
EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------ -------- ------------- -------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
William J. Patch, Chairman of the
Board and Chief Executive Officer -- -- -- 400,000 -- $ 6,025,000
Michael E. Amideo, Chief Financial
Officer and Secretary -- -- 50,000 375,556 $1,503,125 $ 5,656,812
Rachmil Lekach -- -- 225,000 -- -- $ 6,764,062
</TABLE>
Compensation of Directors
-------------------------
Non-employee directors receive compensation for their services as
directors in the amount of $5,000 per year. Envision also reimburses them for
any expenses related to attendance at meetings. Directors are also eligible to
receive grants of stock options under the 1999 Incentive Stock Option Plan.
Employment Contracts, Termination of Employment and Change-in-Control
---------------------------------------------------------------------
Arrangements
------------
Envision has employment contracts with William Patch and Michael Amideo
effective January 2000. Mr. Patch's agreement provides an annual base salary of
$200,000, subject to annual review and increase by the Board of Directors or a
compensation committee thereof. Mr. Amideo has an annual base salary of
$180,000. The terms of the agreements for Messrs. Patch and Amideo are for four
years and expire in January 2004.
<PAGE> 6
The agreements provides for an annual performance bonus of 100% of base
salary for Mr. Patch and 50% of base salary for Mr. Amideo, based on such
criteria as may be established in advance by the Board of Directors. At the
discretion of the Board of Directors, the form of payment for the annual
performance bonus may be EDV stock, cash, or a combination of the two. A signing
bonus of $165,563 was awarded to Mr. Patch. Mr. Amideo received signing bonuses
of $115,894.
In the event the Company terminates the employment of Messrs. Patch and
Amideo without cause immediately upon written notice or in the event of
voluntary termination within one year from the date of acquisition, the Company
shall pay severance in a lump sum amount equal to the then base annual salary,
plus full annual bonus, and all remaining unvested stock options shall vest
immediately. Such severance pay shall not be subject to reduction for any
reason.
Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------
As of the date of this Annual Report on Form 10-K/A Amendment No. 1,
Envision does not have a compensation committee of its Board of Directors (or a
Board committee performing equivalent functions). All decisions concerning
compensation of executive officers are made by the Board of Directors as a
whole. William Patch and Michael Amideo, in their capacities as members of
Envision's Board of Directors, participated in deliberations of the Board
concerning the authorization of the employment agreements of Messrs. Patch and
Amideo discussed in "Employment Contracts, Termination of Employment and
Change-in-Control Arrangements" above. Envision intends to create a compensation
committee in the near future.
PERFORMANCE GRAPH
The following graph compares the price performance of $100 if invested
in common stock with the price performance of $100 if invested in each of the
NASDAQ Index, S&P 500 Index and the Dow Jones Industry Group. The performance
graph does not contain comparisons with a perfume retailers industry index or
other perfume retailer because the great majority of other companies engaged in
the perfume retail are privately-held companies. The price performance, as used
in the performance graph, is calculated by assuming $100 is invested at the
beginning of the period in common stock at a price equal to the market value. At
the end of each fiscal year the total value of the investment is computed by
taking the number of shares owned times the market price of the shares at the
end of each fiscal year.
SEPTEMBER 29, JANUARY 29,
1999 2000
------------- -----------
Envision Development Corporation 100 529
NASDAQ Index 100 142
Dow Jones Industry Group 100 105
S&P 500 Index 100 107
<PAGE> 7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table set forth information, as of May 26, 2000,
concerning shares of the common stock, par value $0.01 per share, of Envision
that are beneficially owned by (i) each shareholder known by Envision to be the
beneficial owner of more than 5% of any Envision common stock, (ii) each
director of Envision, (iii) each of the named executive officers of Envision,
and (iv) all named executive officers and directors of Envision as a group.
Unless otherwise indicated, each person or entity listed has sole voting and
investment power over the shares beneficially owned by him, her or it.
<TABLE>
<CAPTION>
NAME AND ADDRESS TITLE OF AMOUNT AND NATURE OF PERCENT OF
OF BENEFICIAL OWNER CLASS BENEFICIAL OWNERSHIP (1) CLASS
-------------------- -------- ------------------------ -----------
<S> <C> <C> <C>
Zero.Net, Inc. Common Stock 3,824,567 34.9%
650 Mission Street
San Francisco, CA 94015
Perfumania, Inc. Common Stock 1,200,000 (2) 9.1%
11701 NW 101st Rd.
Miami, FL 33178
Dominion Income Management Corp. Common Stock 430,000 4.0%
15302 25th Dr. S.E.
Millcreek, WA 98012
William J. Patch Common Stock 100,000 (3) *
President, CEO and Director
Michael E. Amideo Common Stock 50,000 (4) *
Chief Financial Officer and Director
Sunny C. Vanderbeck Common Stock -- *
Director
Dean M. Willard Common Stock -- *
Director
Thomas H. Carmody Common Stock -- *
Director
James B. Weinstock Common Stock -- *
Director
Alan E. Rudd Common Stock -- *
Director
Syed Abbas Ali Shah Common Stock -- *
Alex Adamopoulos Common Stock 100,000 (5) *
Executive Vice President
All directors and named executive officers Common Stock 4,074,567 37.2%
as a group (10 persons)
</TABLE>
------------------
* Represents less than 1.0% of the outstanding shares of Envision common
stock.
(1) Beneficial ownership is determined in accordance with the applicable
rules under the Securities Exchange Act of 1934, as amended. In computing the
number of shares beneficially owned by a person or entity and his, her or its
percentage ownership, shares subject to options held by that person or entity
that are currently exercisable, or to become exercisable within 60 days from the
date hereof, are deemed outstanding for such person or entity. Percentage of
ownership is based on 8,592,500 shares of common stock issued and outstanding
on May 26, 2000.
(2) Includes a vested option of Ilia Lekach, Chief Executive Officer of
E Com Ventures, Inc. (successor to Perfumania, Inc.) to acquire 200,000
shares of Envision common stock and 1,000,000 shares owned by Perfumania, Inc.
(3) In addition, Mr. Patch has options to acquire 400,000 shares of
Envision common stock, subject to the future vesting thereof pursuant to his
employment agreement with Envision.
(4) Includes a vested option to acquire 50,000 shares of Envision common
stock. In addition, Mr. Amideo has options to acquire 320,000 shares of Envision
common stock, subject to the future vesting thereof pursuant to his employment
agreement with Envision.
<PAGE> 8
(5) In addition, Mr. Adamopolous has options to acquire 442,162 shares of
Envision common stock, subject to the future vesting thereof pursuant to his
employment agreement with Envision.
Change in Control
-----------------
As reported on Envision's Current Report on Form 8-K, filed with the
Securities and Exchange Commission on January 24, 2000, a change in control of
perfumania.com (before the reorganization) occurred. On January 11, 2000, Alta
Limited exercised one of its options to purchase from Perfumania, Inc., formerly
the parent company of perfumania.com, 2,000,000 shares of common stock of
perfumania.com (before the reorganization) at a price of $6.00 per share
pursuant to an Option Agreement, dated December 10, 1999, among Perfumania,
Inc., Alta Limited and the optionees who are signatories thereto. In connection
with such exercise, Alta appointed two directors immediately to the Board of
Directors of perfumania.com (before the reorganization) and four directors
effective upon the expiration (the "Effective Date") of the waiting requirements
of Rule 14f-1 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
In May 2000, Alta exercised its second option to purchase 500,000
shares of common stock of Envision at a price of $8.00 per share pursuant to the
option agreement. As of May 2000 Alta sold its shares to Zero.net Inc., and as
of May 26, 2000 Alta owns no shares of the Company.
<PAGE> 9
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Management
----------------------------
On April 27, 2000, the Board of Directors of Envision approved the
Amended and Restated Stock Purchase Agreement (the "Agreement"), dated April 10,
2000, with VP IP, Inc. ("VP IP"), a Delaware corporation. Pursuant to the terms
of this Agreement, Envision acquired the software and URL of VP IP from the
owners of VP IP, which were Mr. William J. Patch, director and Chief Executive
Officer of Envision, Mr. Patch's immediate family and Alex Adamopoulos, an
officer of Envision, in exchange for 200,000 shares of Envision's common stock,
par value $0.01 per share.
<PAGE> 10
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment to the Report to be
signed on its behalf by the undersigned, thereunto duly authorized, on
the 30th day of May, 2000.
ENVISION DEVELOPMENT CORPORATION
By: /s/ WILLIAM J. PATCH
------------------------------------------------
William Patch, Chairman of the Board
and Chief Executive Officer
