<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____________ to ____________
Commission file number _________________________________
SHC CORP.
(Exact name of small business issuer as specified in its charter)
ILLINOIS 36-3971950
-------- ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
390 South Eighth Street, Second Floor, West Dundee, Illinois 60118
(Address of principal executive offices)
(847) 836-6685
(Issuer's telephone number)
------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
CLASS OUTSTANDING AT NOVEMBER 6, 2000
Common Stock, Par Value $0.001 92,472,501 Shares
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
SHC CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
<TABLE>
<CAPTION>
ASSETS SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ 93,900 $ 14,242
Accounts receivable, net of allowance for doubtful
accounts of $775,000 and $1,245,238, respectively 737,275 912,673
Notes receivable 4,196 4,196
Prepaid expenses 50,949 34,419
----------- -----------
TOTAL CURRENT ASSETS 886,320 965,530
FIXED ASSETS
Property and equipment 523,086 694,342
Less: accumulated depreciation (263,892) (199,403)
----------- -----------
NET FIXED ASSETS 259,194 494,939
OTHER ASSETS
Security deposits and other assets 101,266 97,769
----------- -----------
TOTAL ASSETS $ 1,246,780 $ 1,558,238
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 473,902 $ 591,908
Accrued liabilities 1,395,264 690,838
Current portion of notes payable 1,900,820 1,875,394
----------- -----------
TOTAL CURRENT LIABILITIES 3,769,986 3,158,140
LONG-TERM PORTION OF NOTES PAYABLE 5,096 61,586
----------- -----------
TOTAL LIABILITIES 3,775,082 3,219,726
REDEEMABLE COMMON STOCK
Common stock - Class A, $.001 par value; 400,000 shares
redeemable at $0.50 per share 200,000 200,000
STOCKHOLDERS' DEFICIT
Preferred stock, par value $.001; 1,000,000 shares
authorized; none issued -- --
Common stock, par value $.001; 100,000,000
shares authorized; 92,467,501 and 75,073,908
shares issued and outstanding, respectively 92,468 75,074
Additional paid-in capital 3,754,232 1,990,969
Less: subscription receivable (40,000) --
Accumulated deficit (6,535,002) (3,927,531)
----------- -----------
TOTAL STOCKHOLDERS' DEFICIT (2,728,302) (1,861,488)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 1,246,780 $ 1,558,238
=========== ===========
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
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SHC CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
------------------- -------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
NET REVENUES $ 733,215 $ 883,065 $ 2,223,561 $ 2,147,324
COST OF STORE OPERATIONS 413,376 662,586 1,568,732 1,528,470
------------ ------------ ------------ ------------
GROSS PROFIT 319,839 220,479 654,829 618,854
OPERATING EXPENSES
Selling, general and administrative 931,316 660,525 2,659,099 2,068,593
Reserve for store closings 200,000 -- 450,000 --
------------ ------------ ------------ ------------
LOSS FROM OPERATIONS (811,477) (440,046) (2,454,270) (1,449,739)
OTHER EXPENSES
Interest expense 59,797 44,612 153,201 128,997
------------ ------------ ------------ ------------
NET LOSS $ (871,274) $ (484,658) $ (2,607,471) $ (1,578,736)
============ ============ ============ ============
BASIC AND DILUTED LOSS
PER COMMON SHARE $ (0.01) $ (0.01) $ (0.03) $ (0.02)
============ ============ ============ ============
BASIC AND DILUTED WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING 87,239,282 72,531,244 83,029,180 67,678,675
============ ============ ============ ============
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
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SHC CORP.
CONDENSED 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 $(2,607,471) $(1,578,736)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 100,049 100,070
Provision for store closings 450,000 --
Shares issued for services and compensation 501,102 201,057
Change in operating assets and liabilities:
Accounts receivable 175,398 (285,946)
Prepaid expenses (16,530) (68,915)
Accounts payable (118,006) 384,335
Accrued liabilities 721,671 236,879
----------- -----------
NET CASH FROM OPERATING ACTIVITIES (793,787) (1,011,256)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (42,549) (303,432)
Increase in security deposits and other assets (3,497) (54,090)
----------- -----------
NET CASH FROM INVESTING ACTIVITIES (46,046) (357,522)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from equity transactions 676,455 1,025,437
Proceeds from notes payable 320,000 402,591
Principal payments of notes payable (76,964) (125,980)
----------- -----------
NET CASH FROM FINANCING ACTIVITIES 919,491 1,302,048
----------- -----------
NET INCREASE (DECREASE) IN CASH 79,658 (66,730)
CASH, BEGINNING OF PERIOD 14,242 149,321
----------- -----------
CASH, END OF PERIOD $ 93,900 $ 82,591
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ 45,844 $ 62,988
=========== ===========
NON-CASH TRANSACTIONS
Payments of accrued expenses made by shareholder $ 71,039 $ --
=========== ===========
Liabilities exchanged for equity $ 492,060 $ 46,759
=========== ===========
Write-off of property and equipment of closed stores $ 178,245 $ --
=========== ===========
Shares issued under subscription agreement and unpaid $ 40,000 $ --
=========== ===========
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
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NOTE 1 - INTERIM FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by SHC Corp., or the
Company, and are unaudited. In the opinion of management, the accompanying
unaudited financial statements contain all necessary adjustments for fair
presentation, consisting of normal recurring adjustments except as disclosed
herein.
The accompanying unaudited financial statements have been condensed pursuant to
the rules and regulations of the Securities and Exchange Commission; therefore,
certain information and disclosures generally included in financial statements
have been condensed or omitted. These financial statements should be read in
connection with the Company's annual financial statements included in the
Company's annual report on Form 10-KSB as of December 31, 1999. The financial
position and results of operations of the interim periods presented are not
necessarily indicative of the results to be expected for the year ended December
31, 2000.
GOING CONCERN - The accompanying consolidated financial statements have been
prepared assuming the Company will continue as a going concern. The Company has
incurred $6.5 million of losses from operations since inception and is highly
reliant on obtaining continued financing to satisfy its liquidity requirements.
These factors raise substantial doubt about the ability of the Company to
continue as a going concern. Management has undertaken measures to reduce its
operating costs and has closed several unprofitable stores. Concurrently,
management is negotiating with third party lenders and equity investors in an
effort to obtain sufficient financing to meet its operating needs.
There can be no assurances that these cost reduction measures will be adequate
or that the additional financing, if any, will be sufficient to enable the
Company to continue as a going concern.
STORE CLOSINGS - As described in its annual Form 10-KSB report, the Company has
decided to suspend its expansion program due to a shortage of capital and has
elected to close certain store locations instead. Management has closed 30
stores as of November 6, 2000. The Company has established a reserve of $450,000
to provide for closing costs, lease settlements and the write-off of fixed
assets, primarily leasehold improvements. During the first nine months, the
Company wrote-off approximately $180,000 of property and equipment against this
reserve. The Company will continue to monitor its store program as it seeks to
raise more capital.
EQUITY TRANSACTIONS - During the first nine months ended September 30, 2000, the
Company issued approximately 18.4 million shares of common stock. The following
unaudited amounts indicate the purpose of the issuance, the approximate number
of shares issued, and the approximate amount of consideration received: sale of
common stock, 5.75 million shares for $455,000, conversion of debt, 5.34 million
shares for $444,000; and, compensation for services and other expenses, 7.31
million shares for $549,000.
During the first quarter, Midwest Investors Group of Illinois LLC (MIG), a
company formed by the current Chairman of the Board and the current President,
purchased approximately 18.1 million shares from a group headed by the previous
Chairman of the Board. MIG, in turn, sold those shares to existing and new
shareholders and the excess funds received have been contributed to the Company
or used to pay expenses of the Company and its subsidiaries. As of September 30,
2000, the total of these funds has been approximately $292,000, of which,
$221,000 was contributed as capital.
During the first quarter, the Company issued 500,000 shares of common stock, for
which, it will receive $40,000. As of September 30, 2000, these funds have not
been received.
EARNINGS PER SHARE - The Company has a complex capital structure as defined
under SFAS No. 128. Consequently, the generation of earnings results in a dual
presentation of basic and diluted EPS. The
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Company had a loss for the first nine months of 2000 and 1999 and, accordingly,
potential common stock equivalents have been excluded from the weighted average
share computations because their inclusion would have been anti-dilutive.
NOTE 2 - LEGAL PROCEEDINGS
LEGAL MATTERS -- In July 1995, the Company, a shareholder of the Company, the
Placement Agent, two officers of the Placement Agent and the former president,
CEO and director executed an agreement with respect to the settlement of
litigation brought by the former president, CEO and director against the
Company, the Placement Agent and two officers of the Placement Agent claiming
wrongful breach by the Company of an alleged employment agreement with the
former president, CEO and director and the Company's wrongful rejection of its
former president's attempt to put 122,900 shares of Common Stock to the Company
thereunder and intentional interference with such alleged agreement by the
Placement Agent and its officers. Under the terms of the settlement, the former
president, CEO and director agreed to act as a consultant to the Company for a
period of 27 months to commence upon the closing of the Company's IPO and the
Company agreed to pay him an aggregate $560,000 thereunder of which $300,000 was
paid out of the net proceeds of the Company's IPO and the balance would be paid
in 26 monthly installments commencing September 15, 1995. The former president,
CEO and director has also agreed that during the consulting period he would not
compete with the Company and would refrain from acquiring beneficial ownership
of more than 10% of its outstanding shares or becoming involved in any proxy
contest with respect to, or tender offer for, the Company. The settlement
arrangement also provided for the exchange of general releases between the
Company, the former president, CEO and director and the other parties thereto.
The Company expensed the entire cost of this settlement in 1995. The Company has
not made any payments to the former president, CEO and director subsequent to
July 1996.
During the month of December 1997, the former president, CEO and director of the
Company and his attorney executed settlement agreements whereby their claims
arising from the alleged breach of the July 1995 settlement agreements was
settled for 1,000,000 shares of the Common Stock of the Company. The settlement
agreement was effective with the acquisition of Sonoma. The former president,
CEO and director was an affiliate of Sonoma on the date of the acquisition.
In May 1998, the Company and certain of its officers entered into a second
agreement with the former president, CEO and director to settle all remaining
claims and issues between the parties. The terms of the agreement provided for
certain payments to be made by or on behalf of the Company to the former
president, CEO and director in exchange for the delivery and release to an
escrow agent and voting trust of 12,632,568 shares of Company stock held by the
former president, CEO and director. A third party ultimately delivered $650,000
representing the Company's obligation to the escrow agent and in exchange for
such funds was assigned the Company's rights in and to certain of the escrowed
shares. The former president, CEO and director instituted proceedings to enforce
certain provisions in the second settlement agreement. On or about June 13,
2000, the proceeding was dismissed, subject to the finalization of a settlement
in principle reached by the parties. The final settlement provides for the
release and distribution of all shares currently held pursuant to the voting
trust and the issuance of approximately 1,300,000 shares of the Company's common
stock to the former president, CEO and director. With regards to the settlement,
the Company recorded an expense of $65,000 in 1998. The parties are currently in
the process of finalizing and documenting the settlement agreement.
Sonoma owns 80% of the outstanding capital stock of Payday. Prior to January
1999, the remaining 20% was held by Argent Enterprises, Inc., an Illinois
corporation ("Argent"). Sonoma and Argent are parties to an agreement
restricting transfer of the Payday stock. Such agreement grants each party the
right of first refusal to purchase any stock of Payday before any such stock may
be transferred by a shareholder to any third party. In January 1999, Sonoma and
Payday received notice from a third party that such third party was a 20%
shareholder of Payday based on a transaction with Argent whereby it acquired
such interest. The Company and Payday are currently in the process of
investigating such purported transaction in order to determine whether such
third party is a shareholder of Payday and whether such purported transaction
violated the terms of the shareholders' agreement.
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In May 1998, Payday entered into an agreement with a third party which allegedly
owned 20% of 1825 Corp., a former Payday subsidiary which owned and operated
several Payday stores. Pursuant to the agreement, such third party was to sell
and assign all of its 20% interest to Payday in consideration of certain
payments by Payday consisting of cash and stock of the Company. Part of the
consideration was delivered to and accepted by such third party, and part of the
consideration was rejected. The parties were in dispute as to whether the
contract was breached and by whom. The third party commenced litigation which
has been settled. The terms of the settlement provide for the Company to deliver
to the third party 450,000 shares of the Company's common stock and $125,000,
payable in monthly installments, which installment payments have commenced.
On November 4, 1998, an investor in the Company filed a lawsuit seeking $250,000
in damage. The plaintiff asserts that he exercised a "put" option with respect
to 1,000,000 shares owned by plaintiff, which would allegedly entitle him to
"put" such shares to the Company in exchange for $250,000. The plaintiff claims
that the Company breached an agreement between the parties by failing to honor
the put and pay $250,000 to plaintiff and received a judgment to such effect in
May 2000. The parties have subsequently agreed to a settlement, pursuant to
which the Company is required to deliver $100,000 and 1,500,000 shares of the
Company's common stock. The $100,000 is payable in one $60,000 installment,
which has been paid, and one $40,000 installment, which is due within 30 days of
payment of the $60,000. Upon payment of the $40,000, the litigation will be
dismissed.
Payday is a defendant in two federal cases asserting various violations of the
Truth in Lending Act ("TILA"), Fair Debt Collection Practices Act ("FDCPA"),
state consumer fraud claims and unconscionability claims. One case is a class
action. Both cases are in the process of having settlement agreements signed.
The first case, not the class action case, requires the Company to pay an
aggregate of $9,600. The class action settlement requires the Company to pay an
aggregate of approximately $15,000 and must be approved by the court. The
Company cannot predict whether or not the court will do so.
In April 1999, the Company entered into a settlement agreement with a creditor
of the Company pursuant to which the Company is obligated to make installment
payments in the aggregate amount of $100,000 to the creditor, with all remaining
sums due on or before October 15, 1999. In addition, the Company issued 10,000
shares of common stock to the investor as part of the settlement. In May 2000,
the parties entered into a second settlement agreement pursuant to which the
amounts due to the creditor were satisfied through the issuance of an additional
990,000 shares of common stock in May 2000 and the return and subsequent
cancellation of the previously delivered 10,000 shares in or about June 2000.
The creditor retains the right to reinstate the lawsuit if the Company's stock
fails to be tradable or is delisted at any time during the next seven years. If
this occurs, the agreement provides for a one time 30-day grace period to remedy
the situation.
During 1998, the Company entered into a consulting agreement with a financial
consultant. Under the terms of the agreement, the Company issued 200,000 shares
of common stock and agreed to pay the consultant a monthly fee of $5,000 for a
period of 24 months. As of September 30, 2000, the Company has a remaining
obligation of $5,000 for services to be rendered during 2000.
In April 2000, the Company entered into a settlement agreement with its prior
counsel, pursuant to which the Company paid $20,000 and such prior counsel
returned 1,000,000 shares previously issued to him by the Company. The agreement
also provides for a mutual release of all claims between the parties.
NOTE 3 - SUBSEQUENT EVENTS
The Company has continued its efforts to raise capital to support its store
operations and to fund general corporate purposes. Since September 30, the
Company has secured $600,000 in debt capital to address store funding, bank debt
repayments and other matters. It is expected that 60% to 70% of these funds will
be used for store operations. Discussions are being held with other parties to
secure additional funds.
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ITEM 2. Management Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion and analysis should be read in conjunction with the
Company's consolidated financial statements and the notes thereto contained
elsewhere in this report. The discussion of these results should not be
construed to imply any conclusion that any condition or circumstance discussed
herein will necessarily continue in the future. When used in this report, the
words "believes," "anticipates," "expects," and similar expressions are intended
to identify forward-looking statements. Those statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those that are modified by such statements. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date hereof. The Company undertakes no obligation to publicly release the
results of any revisions to these forward-looking statements that may be made to
reflect events or circumstances after the date of this report, or to reflect the
occurrence of unanticipated events.
COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2000 TO THE
THREE MONTHS ENDED SEPTEMBER 30, 1999
NET REVENUES. SHC Corp. and its subsidiaries ("Company") generated revenues of
$733,215 for the three months ended September 30, 2000. This represented a 17%
decrease from $883,065 in revenues generated in the three months ended September
30, 1999. The principal reason for this decline was the reduction in the number
of stores opened for the period in 2000 compared to the same period in 1999.
COST OF STORE OPERATIONS. The Company incurred expenses of $413,376 for
operating its stores during the three months ended September 30, 2000, which
represented a decrease of 38% from the expenses that were incurred during the
three months ended September 30, 1999. This decrease was the result of fewer
stores opened and the associated reductions in rent expense and salaries &
benefits.
GROSS PROFIT. For the three months ended September 30, 2000, the Company
reported gross profit of $319,839. This was an increase of 45% from the prior
year's amount of $220,479. This was due to reductions in certain operating
expenses as stores were closed, while Company's loan base declined at a slower
rate.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Expenses related to these
activities were $931,316, which was 41% higher than the third quarter's amount
from the prior year. The increase was due primarily to higher expenses
associated with professional and consulting services incurred.
RESERVE FOR STORE CLOSINGS. The Company increased its provision for stores
closed in the third quarter. These additional closures became necessary as the
Company continued to review its operations, in light of its available cash, and
determined that it needed to concentrate its limited resources into those stores
that present the best opportunity to generate the most profit.
INTEREST EXPENSE. This expense increased by 34% from $44,612 in 1999 to $59,797
in 2000. This was due to increased bank borrowings and other notes payable, and
higher interest rates charged on those borrowings.
NET LOSS. The Company reported a wider net loss in 2000 from a year earlier
for those reasons cited previously.
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COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2000 TO THE
NINE MONTHS ENDED SEPTEMBER 30, 1999
NET REVENUES. The Company had revenues of $2,223,561 for the nine months ended
September 30, 2000. This represented a 3.6% increase over the $2,147,324 in
revenues generated in the nine months ended September 30, 1999. The principal
reason for this growth was the higher loan volume in the earlier periods of 2000
when compared to 1999.
COST OF STORE OPERATIONS. The Company incurred expenses of $1,568,732 for
operating its stores during the nine months ended September 30, 2000, which
represented an increase of 2.6% over the amount of expenses that were incurred
during the nine months ended September 30, 1999. This increase was consistent
with the increase in revenues.
GROSS PROFIT. For the nine months ended September 30, 2000, the Company reported
gross profit of $654,829. This was an increase of 5.8% from the prior year's
amount of $618,854. This was attributable to the store cost reduction in the
third quarter that exceeded the reduction in revenues.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. For the first nine months of 2000,
these expenses were $2,659,099, which was 29% higher than the amount for the
same period of the prior year. The primary reasons for this increase is an
increase in professional and consulting fees during the nine month period.
RESERVE FOR STORE CLOSINGS. The Company recorded a provision for stores that
were closed in the first nine months of 2000. This is necessitated by the
Company's accelerated growth in 1999, for which, the Company does not have the
cash wherewithal to meet the cash demands.
INTEREST EXPENSE. This expense increased by 19% from $128,997 in 1999 to
$153,201 in 2000. This was due to increased bank borrowings and other notes
payable, and higher interest rates.
NET LOSS. The Company reported a wider net loss in 2000 from a year earlier.
This was due to those factors noted above.
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
The information required by Part II, Item 1 of Form 10-QSB is hereby
incorporated by reference to Note 2 to SHC Corp.'s Consolidated Balance Sheets
for the three months ended September 30, 2000, included in Item 1 of Part 1 of
this Form 10-QSB.
ITEM 5. Other Information
As of September 30, 2000 and December 31, 1999, the Company had a negative
working capital position of $2,883,666 and $2,192,610. The Company was able to
fund its operations during the first nine months through equity transactions, in
which, it received approximately $676,000 in cash and the issuance of $320,000
in notes.
The Company realizes it needs to strengthen its working capital position and
over all financial condition. Through November 2000, it has closed 30 stores to
reduce the losses and to improve its cash position. Since September 30, 2000,
the Company has received $600,000 in debt capital.
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It is in talks with several groups regarding additional cash infusions via
equity or debt capital. If such talks are successful, the Company will receive
funds for operating capital. If the discussions are not successful, the Company
will need to examine various options, such as, closing additional stores and/or
financial restructuring.
In an effort to reduce debt, the Company has negotiated with three noteholders
to exchange their notes for common stock in fiscal 2000 and any unpaid interest.
The outstanding amount of these notes was approximately $265,000, of which, all
was converted by September 30, 2000.
It is management's intention to offer a conversion of debt-for-stock to other
noteholders or creditors since the Company's common stock has been re-listed
again on the OTC Bulletin Board. Management does not know how many noteholders
or creditors, if any, will agree to convert the amount owed them, but believes
there will be some conversions. To date, creditors have exchanged $213,000 in
amounts due them and accepted shares of the Company's common stock.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
______________________________________________
SHC CORP. (f/k/a VictorMaxx Technologies, Inc.)
By: /s/ Terrence L. Donati
--------------------------------------------------
Terrence L. Donati, President, Principal
Financial Officer and Principal Accounting Officer
Date: November 20, 2000
By: /s/ Terrence L. Donati
--------------------------------------------------
Terrence L. Donati, Director
Date: November 20, 2000
By: /s/ D. Desmond Paden
--------------------------------------------------
D. Desmond Paden, Director
Date: November 20, 2000
By: /s/ Philip E. Ruben
--------------------------------------------------
Philip E. Ruben, Director
Date: November 20, 2000
11
