UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE NINE MONTH PERIOD ENDED JUNE 30, 2000
Commission File number 0-2364
BOONTON ELECTRONICS CORPORATION
State: New Jersey I.R.S. Identification No. 22-1543137
25 Eastmans Road, P.O. Box 465,
Parsippany, New Jersey 07054-0465
973-386-9696
"Indicate by checkmark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days."
YES [X] NO [ ]
Shares of Common Stock Outstanding:
June 30, 2000 2,387,332
June 30, 1999 2,387,332
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(Unaudited)
BOONTON ELECTRONICS CORPORATION
BALANCE SHEETS
June 30, 2000 September 30, 1999
ASSETS ------------- ------------------
Current assets:
Cash and cash equivalents $ 157,619 $ 69,484
Trade receivables 1,456,989 866,475
Inventories 1,850,559 1,441,561
Deferred tax benefit 86,000 86,000
Prepaid expenses and other receivables 38,060 271,945
----------- -----------
Total current assets 3,589,227 2,735,465
----------- -----------
Plant and equipment - net 311,556 375,287
----------- -----------
Other assets:
Deferred tax benefit 322,435 322,435
Deposits 70,121 70,121
----------- -----------
Total other assets 392,556 392,556
----------- -----------
Total assets $ 4,293,339 $ 3,503,308
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 325,979 $ 84,303
Related party loans 43,530 43,530
Accounts payable 1,201,434 1,082,132
Other current liabilities 680,499 298,717
----------- -----------
Total current liabilities 2,251,442 1,508,682
Notes payable - noncurrent 184,257 234,849
Related party loans - noncurrent 218,970 218,970
----------- -----------
Total liabilities 2,654,669 1,962,501
----------- -----------
Commitments and contingencies
Stockholders' equity:
Common stock 238,733 238,733
Capital in excess of par 5,005,563 5,005,563
Deficit (3,605,626) (3,703,489)
----------- -----------
Total stockholders' equity 1,638,670 1,540,807
----------- -----------
Total liabilities and stockholders' equity $ 4,293,339 $ 3,503,308
=========== ===========
The accompanying notes are an integral part of these statements.
2
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(Unaudited)
BOONTON ELECTRONICS CORPORATION
STATEMENTS OF OPERATIONS
For the Nine Months Ended
June 30, 2000 June 30, 1999
------------- -------------
Net sales $ 6,543,848 $ 5,234,573
Cost of sales 3,511,680 2,716,778
----------- -----------
Gross profit 3,032,168 2,517,795
----------- -----------
Operating expenses:
Commissions 721,004 650,643
Sales and marketing 583,873 669,570
Research and development 574,324 604,774
Administrative expense 736,904 514,972
----------- -----------
Total operating expenses 2,616,105 2,439,959
----------- -----------
Income from operations 416,063 77,836
----------- -----------
Interest expense 33,667 50,478
Other expense 284,533 65,703
----------- -----------
Total other expense 318,200 116,181
----------- -----------
Income (loss) before taxes 97,863 (38,345)
Income taxes -- 1,438
----------- -----------
Net income (loss) $ 97,863 $ (39,783)
=========== ===========
Weighted average shares outstanding 2,387,332 2,338,954
=========== ===========
Earnings (loss) per share $ 0.04 $ (0.02)
=========== ===========
The accompanying notes are an integral part of these statements.
3
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(Unaudited)
BOONTON ELECTRONICS CORPORATION
STATEMENTS OF OPERATIONS
For the Three Months Ended
June 30, 2000 June 30, 1999
------------- -------------
Net sales $ 2,426,564 $ 1,820,394
Cost of sales 1,246,150 923,170
----------- -----------
Gross profit 1,180,414 897,224
----------- -----------
Operating expenses:
Commissions 242,271 213,266
Sales and marketing 218,333 230,857
Research and development 210,547 170,777
Administrative expense 291,623 166,303
----------- -----------
Total operating expenses 962,774 781,203
----------- -----------
Income from operations 217,640 116,021
----------- -----------
Interest expense 13,088 19,933
Other expense 310,787 27,105
----------- -----------
Total other expense 323,875 47,038
----------- -----------
Income (loss) before taxes (106,235) 68,983
Income taxes -- 1,438
----------- -----------
Net (loss) income $ (106,235) $ 67,545
=========== ===========
Weighted average shares outstanding 2,387,332 2,387,332
=========== ===========
Earnings (loss) per share $ (0.05) $ 0.03
=========== ===========
The accompanying notes are an integral part of these statements.
4
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(Unaudited)
BOONTON ELECTRONICS CORPORATION
STATEMENTS OF CASH FLOWS
For the Nine Months Ended
June 30, 2000 June 30, 1999
------------- -------------
Cash flows from operating activities:
Net income (loss) $ 97,863 $ (39,783)
Adjustments to reconcile net income (loss):
Depreciation 63,731 66,087
Gain on sale of assets -- (150)
Decrease (increase) in current assets:
Accounts receivable (590,514) 228,812
Inventories (408,998) (411,185)
Prepaid expenses and other current assets 233,885 (86,558)
Increase (decrease) in current liabilities:
Accounts payable 119,302 243,255
Accrued liabilities 381,782 (235,855)
Chapter 11 settlement - current -- (144,993)
--------- ---------
Net cash (used) by operations (102,949) (380,370)
--------- ---------
Cash flows from investing activities:
Purchase of equipment -- (6,157)
Proceeds from sale of assets -- 150
--------- ---------
Net cash provided (used) by investing activities -- (6,007)
--------- ---------
Cash flows from financing activities:
Payments on loans (58,916) (55,983)
Proceeds from borrowings 250,000 --
Proceeds from sale of common stock -- 442,000
--------- ---------
Net cash provided by financing activities 191,084 386,017
--------- ---------
Increase (decrease) in cash and cash equivalents 88,135 (306)
Cash and cash equivalents at beginning of period 69,484 113,812
--------- ---------
Cash and cash equivalents at end of period $ 157,619 $ 113,452
========= =========
The accompanying notes are an integral part of these statements.
5
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(Unaudited)
BOONTON ELECTRONICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS:
A. The Company is a New Jersey Corporation organized in 1947. The Company
designs and produces electronic testing and measuring instruments
including power meters, voltmeters and modulation meters. Recent
models are microprocessor controlled and are often used in
computerized automatic testing systems. The Company's equipment is
marketed throughout the world to commercial and government customers
in the electronics industry.
The Company markets and distributes its products throughout the United
States and abroad via domestic sales representatives and foreign
distributors. Representatives sell on a commission basis, while
distributors buy products for resale at discounted ex-factory prices.
Its representatives and distributors also handle the products of other
manufacturers, although these are not generally competitive with the
Company's products.
B. Use of estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
C. The Company accounts for uncollectible trade accounts under the direct
write-off method whereas generally accepted accounting principles
require provision for such expenses under the allowance method. The
effect of using this method approximates the allowance method as all
amounts are deemed to be fully collectible.
D. Inventories - stated at the lower of cost or market are valued by the
first-in, first-out (FIFO) method.
E. Plant and equipment - Depreciation and amortization are calculated by
the straight-line method for financial reporting purposes at rates
based on the following estimated useful lives:
Building and improvement 39
Machinery and equipment 5-10
Office furniture and fixtures 5-10
6
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(Unaudited)
BOONTON ELECTRONICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
The accelerated cost recovery and modified accelerated cost recovery
systems are used for income tax purposes. Cost of major renewals and
improvements that extend the life of the plant and equipment are
capitalized. Expenditures for maintenance and repairs are charged to
expenses as incurred.
F. Financial risk - The Company regularly maintains bank account balances
in excess of FDIC insurable limits.
G. Income taxes - The Company adopted the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes"
that requires a company to recognize deferred tax liabilities and
assets for the expected future tax consequences of events that have
been recognized in a company's financial statements or tax returns.
Under this method, deferred tax liabilities and assets are determined
based on differences between the financial statement amounts and tax
basis of assets and liabilities using expected tax rates in effect in
the years in which the differences are expected to reverse. The
Company recognized the benefit of net operating loss carry forward
applying the valuation allowance that requires that the tax benefit be
limited based on the weight of available evidence and the probability
that some portion of the deferred tax asset shall not be realized.
H. Financial instruments - The Company's financial instruments include
cash, cash equivalents, trade receivables and payables, long-term debt
and loans from related parties for which the carrying amounts
approximate fair value. It is not practicable to estimate the fair
value of related party loans and long-term debt.
I. Stock-based compensation - The Company has elected to follow
Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees" (APB25) and related interpretations in accounting
for its employee stock options. Under APB25, because the exercise
price of employee stock options equals the market price of the
underlying stock on the date of grant, no compensation expense is
recorded. Effective October 1, 1997, the Company has adopted the
disclosure only provisions of Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation"
(Statement 123).
7
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(Unaudited)
BOONTON ELECTRONICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
NOTE 2 - INVENTORIES:
June 30, 2000 September 30, 1999
------------- ------------------
Raw material $ 914,742 $ 846,594
Work in process 493,491 326,332
Finished goods 442,326 268,635
---------- ----------
Total inventories $1,850,559 $1,441,561
========== ==========
NOTE 3 - PLANT AND EQUIPMENT:
June 30, 2000 September 30, 1999
------------- ------------------
Building and improvements $ 62,329 $ 62,329
Machinery and equipment 1,675,512 1,675,512
Office furniture and fixtures 583,232 583,232
---------- ----------
Total - at cost 2,321,073 2,321,073
Accumulated depreciation (2,009,517) (1,945,786)
---------- ----------
Plant and equipment - net $ 311,556 $ 375,287
========== ==========
NOTE 4 - RELATED PARTY LOANS AND NOTES PAYABLE:
June 30, 2000 September 30, 1999
------------- ------------------
A. Related Party Loans
Board of Directors:
Notes, subordinated to NJEDA loan,
dated February 6, 1995, payable in
monthly installments of $5,449
including interest at 9% per annum
through September 30, 2001 $ 262,500 $ 262,500
Less current portion 43,530 43,530
--------- ---------
Non current portion $ 218,970 $ 218,970
========= =========
Interest expense for the fiscal years ended September 30, 1999 and 1998 amounted
to $23,953 and $24,035, respectively. No principal payments were made during the
year ended September 30, 1999 since these notes are subordinated to the NJEDA
loan.
8
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(Unaudited)
BOONTON ELECTRONICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
June 30, 2000 September 30, 1999
------------- ------------------
B. Notes Payable
New Jersey Economic Development
Authority (NJEDA):
Note, dated July 31, 1996, payable
in monthly installments of $7,620
including interest at 6.75% per
annum through June 30, 2003: $ 260,236 $ 319,152
Wireless Telecom Group (see Note 11):
Note, dated March 2, 2000, payable
in full including interest at 9.75%
per annum: 250,000 --
--------- ---------
Total notes payable 510,236 319,152
Less current portion 325,979 84,303
--------- ---------
Non current portion $ 184,257 $ 234,849
========= =========
NJEDA interest expense for the fiscal years ended September 30, 1999 and 1998
amounted to $24,855 and $28,061, respectively. Future principal payments under
the terms of the NJEDA note agreement are as follows:
Fiscal Year Amount Amount
------------------ --------
2000 $ 84,303
2001 77,778
2002 83,271
2003 73,800
--------
Total $319,152
========
NOTE 5 - CONCENTRATION OF CREDIT RISK:
The Company maintains cash and cash equivalents at two financial institutions
that are insured by the Federal Deposit Insurance Corporation (FDIC). The
Company at times during the period had amounts in these institutions that
exceeded the FDIC insurable limit of $100,000. In the normal course of business
the Company extends unsecured credit to customers in the United States and
abroad.
9
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(Unaudited)
BOONTON ELECTRONICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
NOTE 6 - COMMITMENTS AND CONTINGENCIES:
Commitments:
A. Retirement Plans:
Effective July 1, 1989, the Company adopted a defined
contribution plan for all eligible employees. In accordance with
Internal Revenue Code Section 401(k), the plan provides for elective
deferral of up to 15% of total compensation. The plan further provided
for a Company matching contribution of 25% of the elective deferral
amount of each participant that did not exceed 6% of total
compensation. Effective October 1, 1995, the Company increased the
matching contribution to 50% of the elective deferral amount of each
participant that does not exceed 6% of total compensation. The amounts
charged to operations for the fiscal years ended September 30, 1999
and 1998 were $32,854 and $33,792, respectively.
B. Employee Stock Option Plans:
On February 26, 1987, the Stockholders approved the 1987
Incentive Stock Option Plan, the 1987 Employee Stock Purchase Plan and
the 1987 Stock Option Plan for Non-Employee Directors. Subject to the
provisions of these plans, an aggregate of 150,000 shares of the
Company's stock was made available for option purchases; namely 75,000
shares, 37,500 shares and 37,500 shares, respectively. The plans ended
effective December 1996 and no further grants may be made for options.
Price Per Share Number of Shares
--------------- ----------------
Shares under option at September 30, 1998 $ 1.0625 26,500
Expired $ 1.0625 (14,000)
------
Shares under option at September 30, 1999 $ 1.0625 12,500
Expired $ 1.0625 (12,500)
------
Shares under option at June 30, 2000 $ 1.0625 --
======
C. Lease commitments:
Effective September 28, 1994, the Company entered into a
seven-year lease (with a five-year renewal option) for its present
office and manufacturing facility in Hanover Township, New Jersey.
Rent that was charged to operations for the fiscal year ended
September 30, 1999 totaled $332,000. Future minimum lease payments
required under the lease for fiscal years 2000 and 2001 are $332,000
and $332,000, respectively.
10
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(Unaudited)
BOONTON ELECTRONICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
The Company leases certain equipment under operating lease
arrangements that are generally 60-month terms. These operating leases
expire in various years through 2005. One of these leases may be
renewed at the end of three years. Future minimum payments consisted
of the following at September 30, 1999:
Fiscal Year Amount
----------- ------
2000 $52,186
2001 54,624
2002 51,511
2003 49,287
2004 44,536
2005 2,438
Contingencies:
A. Environmental Contingencies:
Following an investigation by the New Jersey Department of
Environmental Protection (NJDEP) of the Company's waste disposal
practices at a certain site that it formerly leased, the Company put a
groundwater management plan into effect as approved by the NJDEP.
Costs associated with the plan are charged directly to income as
incurred. The owner of the site has notified the Company that if the
NJDEP investigation proves to interfere with a sale of the property,
the owner may seek to hold the Company liable for any loss it suffers
as a result. However, corporate counsel has informed management that,
in their opinion, the lessor would not prevail in any lawsuit filed
due to the imposition by law of the statute of limitations.
Costs charged to operations in connection with the groundwater
management plan for the fiscal years ended September 30, 1999 and 1998
amounted to $79,855 and $57,205, respectively. The Company estimates
the expenditures in this regard for the fiscal year ending September
30, 2000 shall amount to approximately $80,000.
B. Income Tax Contingencies:
The Company's income tax returns for the fiscal years ended
September 30, 1999, 1998, 1997 and 1996 are subject to review.
C. A former employee has charged the Company with wrongful dismissal. The
Company contends there was no such discrimination and intends to
contest the suit.
11
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(Unaudited)
BOONTON ELECTRONICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
NOTE 7 - COMMON STOCK:
June 30, 2000 September 30, 1999
------------- ------------------
Common Stock:
$.10 par value authorized 5,000,000 shares,
Issued and outstanding 2,387,332 shares $ 238,733 $ 238,733
========== ==========
NOTE 8 - INCOME TAXES:
The components of the deferred tax asset are:
June 30, 2000 September 30, 1999
------------- ------------------
Deferred tax asset $3,029,700 $3,029,700
Valuation allowance (2,621,265) (2,621,265)
---------- ----------
Net deferred tax asset $ 408,435 $ 408,435
========== ==========
Financial Accounting Standards Board Statement No. 109, "Accounting for
Income Taxes", requires that the Company record a valuation allowance when it is
"more likely than not that some portion or all of the deferred tax assets will
not be realized". The ultimate realization of this deferred tax asset depends on
the ability to generate sufficient taxable income in the future. The Company has
undergone substantial restructuring changes and has made strategic realignments
of its operations that management believes will result in future profitability.
The losses in recent years and a desire to be conservative make it appropriate
to record a valuation allowance. Accordingly, the Company has provided a
valuation allowance for the portion of the total deferred tax asset that will
not be realized as related to the operating loss carry forward.
Income tax laws allow for the utilization of loss carry forwards over periods
not to exceed 15 and 7 years for Federal and State purposes, respectively. In
the event the Company reports sufficient profitability in the future to use all
or a portion of the deferred tax asset the valuation allowance shall be reduced
or eliminated through a credit to expense (increasing stockholders' equity). The
Company has net loss carry forwards for Federal and State purposes approximating
$6,706,500 and $8,327,500 that expire in various years through 2014 and 2006,
respectively. These loss carry forwards can be utilized to reduce future taxable
income dollar for dollar.
12
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(Unaudited)
BOONTON ELECTRONICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
The following is a reconciliation of income taxes at the federal statutory rate
with income taxes recorded by the Company:
June 30, 2000 June 30, 1999
------------- -------------
Computed income taxes at statutory rate $ 135,273 $ --
Recognition of net operating loss (135,273) --
--------- ---------
Expense (benefit) $ -- $ --
========= =========
NOTE 9 - SEGMENT INFORMATION:
The Company is engaged in the manufacture and sale of electronic test and
measurement equipment and management considers its business as a single segment
for reporting purposes.
The Companies export sales were as follows:
Nine Months Ended June 30, Amount % of Total Sales
-------------------------- ------ ----------------
2000 $2,562,876 39%
1999 2,504,815 48%
The Companies sales to domestic government agencies were as follows:
Nine Months Ended June 30, Amount % of Total Sales
-------------------------- ------ ----------------
2000 $ 651,660 10%
1999 291,097 6%
NOTE 10 - EARNINGS PER SHARE:
Earnings per share have been computed by dividing net income by the
weighted-average number of shares outstanding of 2,387,332 for 2000 and
2,338,954 for 1999. Options to purchase a total of 428,268 shares of common
stock at $3.24 per share in 1999 were not included because the exercise price
exceeded the average market price and would have resulted in anti-dilution. Also
in 1999, incentive stock option shares were not included because they were
deemed to be insignificant.
13
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(Unaudited)
BOONTON ELECTRONICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
NOTE 11 - SUBSEQUENT EVENT - CHANGE IN CONTROL OF COMPANY:
Boonton entered into an Agreement and Plan of Reorganization (the "Merger
Agreement") on March 2, 2000 with Wireless Telecom Group ("Wireless") and WTT
Acquisition Corp., a wholly owned subsidiary of Wireless whereby Boonton shall
be acquired by and become a wholly owned subsidiary of Wireless. Under the terms
of the Merger Agreement, each outstanding share of the Boonton's common stock
shall be converted into .79 shares of Wireless common stock on the closing date.
The Merger Agreement was approved by Boonton's stockholders at a Special Meeting
of Stockholders held on July 6, 2000 and the acquisition was completed on July
7, 2000.
Also, on March 2, 2000, Wireless and Boonton executed a Promissory Note whereby
Boonton promised to pay Wireless the sum of Two Hundred and Fifty Thousand
Dollars ($250,000) together with interest. Since the closing of the Merger
Agreement occurred before July 14, 2000 the principal due and any accrued but
unpaid interest thereon shall be cancelled and forgiven and Wireless shall
release, acquit and discharge Boonton from any liability under the Promissory
Note.
14
<PAGE>
BOONTON ELECTRONICS CORPORATION
MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE NINE MONTHS ENDED JUNE 30, 2000
RESULTS OF OPERATIONS:
Net sales for the nine months ended June 30, 2000 of $6,543,848 were
$1,309,275 higher than net sales of $5,234,573 reported for the nine months
ended June 30, 1999. Domestic revenues increased by $1,251,214 due to
significant sales of the new Peak Power/CW Power and RF Volt Meter products.
Gross profit as a percentage of net sales decreased to 46% in the current period
versus 48% for the equivalent period a year ago. This was primarily due to
increased cost of goods caused mostly by overtime costs required to produce the
increased number of units needed to generate the increased revenues.
Commission expense increased by $70,361 over the prior year's comparable
period due to increased revenues. However, it declined as a percentage of sales
due to the increase in domestic revenues that carry a lower commission rate.
Research and development expense decreased by $30,450 due to completion of the
new product design at the end of fiscal year 1999. Income from operations of
$416,063 was reported for the nine months ended June 30, 2000 as compared to
income from operations of $77,836 for the previous year's equivalent period. Net
income of $97,863 represented a $137,646 increase over the prior year's
comparable period net loss of $39,783 primarily due to increased revenues.
Earnings per share for the current period were $0.04 versus a loss per share of
$.02 for the prior year's comparable period.
LIQUIDITY AND CAPITAL RESOURCES:
Boonton obtained a short-term loan for $250,000 from Wireless Telecom
Group, Inc. the company that acquired Boonton on July 7, 2000. The proceeds
from the note were used to pay past due trade payables. There have been no other
significant changes in the Company's financial condition since the fiscal year
ended September 30, 1999 and the information included in the Company's report on
Form 10-KSB should be read in conjunction with this report on Form 10-QSB.
Trade receivables at June 30, 2000 were higher than September 30, 1999 as a
result of increased sales. Inventory also increased to $1,850,559 and continues
to include a write down of approximately $212,000. The current ratio at June 30,
2000 decreased to 1.75 as compared to 1.81 at September 30, 1999 and working
capital increased to $1,637,785 at June 30, 2000 versus $1,226,783 at September
30, 1999. The Company's backlog at June 30, 2000 was $3,398,928 reflecting an
increase of $2,341,182 over the September 30, 1999 backlog.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BOONTON ELECTRONICS CORPORATION
By /s/ EDWARD GARCIA
---------------------------
Edward Garcia, President
August 10, 2000
16
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BOONTON ELECTRONICS CORPORATION
INDEX TO EXHIBITS AND REPORTS ON FORM 8-K
FILED IN THE QUARTERLY REPORT ON FORM 10-QSB
FOR THE NINE MONTHS ENDED JUNE 30, 2000
EXHIBIT NO. PAGE
----------- ----
27 Financial Data Schedule 18
REPORTS ON FORM 8-K:
-------------------
(a) A report on Form 8-K was filed with the Commission on March 3, 2000
with regard to Item 5. - Other Items.
(b) A report on Form 8-K was filed with the Commission on March 14, 2000
with regard to Item 1. - Changes in Control of Registrant.
(c) A report on Form 8-K was filed with the Commission on May 10, 2000 with
regard to Item 1. - Changes in Control of Registrant.
17
