Registration No. 333-
As filed with the Securities and Exchange Commission on August 14, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DETECTION SYSTEMS, INC.
(exact name of registrant as specified in its charter)
NEW YORK 16-0958589
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
130 PERINTON PARKWAY, FAIRPORT, NEW YORK 14450
(Address of Principal Executive Offices)
DETECTION SYSTEMS, INC.
1997 STOCK OPTION PLAN
(Full title of the Plan)
---------------------------------------------------------
Karl H. Kostusiak, President
Detection Systems, Inc.
130 Perinton Parkway
Fairport, New York 14450
---------------------------------------------------------
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copy to:
Justin P. Doyle, Esq.
Nixon, Hargrave, Devans & Doyle LLP
Clinton Square, P.O. Box 1051
Rochester, New York 14604
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount of
Securities to Amount to be Maximum Offering Maximum Aggregate Registration
be Registered Registered Price Per Share* Offering Price* Fee
Common Stock
$.05 par value
and associated
options 250,000 $8.3125 $2,078,125 $613.05
- ---------------
*Inserted solely for the purpose of calculating the registration fee pursuant to
Rule 457(h) under the Securities Act of 1933, as amended, and based upon the
average of the high and low trade prices for the registrant's Common Stock on
The Nasdaq Stock Market on August 11, 1998.
<PAGE>
Part II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents which have been filed by Detection Systems, Inc.
(the "Company") with the Securities and Exchange Commission (the "SEC") are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1998, filed pursuant to Section 13 of the Securities Exchange Act of
1934 filed with the SEC on July 14, 1998;
(b) The Company's Proxy Statement relating to its 1998 Annual Meeting of
Stockholders filed with the SEC on July 20, 1998;
(c) The Form 12b-25 filed by the Company with the SEC on June 30, 1998;
(d) The Company's Quarterly Report Amendment on Form 10-Q/A for the
quarter ended September 30, 1997 filed pursuant to Section 13 of the Securities
Exchange Act of 1934 filed with the SEC on August 11, 1998;
(e) The Company's Quarterly Report Amendment on Form 10-Q/A for the
quarter ended December 31, 1997 filed pursuant to Section 13 of the Securities
Exchange Act of 1934 filed with the SEC on August 11, 1998; and
(f) The description of the Company's Common Stock contained in Exhibit 4
to the Company's 1993 Annual Report on Form 10-K (File No. 0-8125), including
any amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The New York Business Corporation Law (the "BCL") provides that if a
derivative action is brought against a director or officer of a corporation, the
corporation may indemnify him or her against amounts paid in settlement and
reasonable expenses, including attorneys' fees incurred by him or her, in
connection with the defense or settlement of such action, if such director or
officer acted in good faith for a purpose which he or she reasonably believed to
be in the best interests of the corporation, except that no indemnification
shall be made without court approval in respect of a threatened action, or a
pending action settled or otherwise disposed of, or in respect of any matter as
to which such director or officer has been found liable to the corporation. In a
nonderivative action or threatened action, the BCL provides that a corporation
may indemnify a director or officer against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees incurred by him or
her in defending such action, if such director or officer acted in good faith
for a purpose which he or she reasonably believed to be in the best interests of
the corporation.
Page II-1
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Under the BCL, a director or officer who is successful, either in a
derivative or nonderivative action, is entitled to indemnification as outlined
above. Under any other circumstances, such director or officer may be
indemnified only if certain conditions specified in the BCL are met. The
indemnification provisions of the BCL are not exclusive of any other rights to
which a director or officer seeking indemnification may be entitled pursuant to
the provisions of the certificate of incorporation or the bylaws of a
corporation or, when authorized by such certificate of incorporation or bylaws,
pursuant to a shareholders' resolution, a directors' resolution or an agreement
providing for such indemnification.
The above is a general summary of certain provisions of the BCL and is
subject, in all cases, to the specific and detailed provisions of Sections
721-725 of the BCL.
Article V, Section 2 of the Company's By-Laws contains provisions
requiring indemnification by the Company of its directors and officers against
certain liabilities and expenses which they may incur as directors and officers
of the Company or of certain other entities in accordance with Sections 722-723
of the BCL.
Section 726 of the BCL also contains provisions authorizing a corporation
to obtain insurance on behalf of any director and officer against liabilities,
whether or not the corporation would have the power to indemnify against such
liabilities. The Company maintains insurance coverage under which the directors
and officers of the Company are insured, subject to the limits of the policy,
against certain losses, as defined in the policy, arising from claims made
against such directors and officers by reason of any wrongful acts as defined in
the policy, in their respective capacities as directors or officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
EXHIBIT
NUMBER DESCRIPTION LOCATION
---------- ------------- ----------
4(a) Certificate of Incorporation Incorporated by reference
of Detection Systems, Inc., to Exhibit 3(a) of the
as amended registrant's 1997 Annual
Report on Form 10-K
4(b) By-laws of Detection Systems, Inc., Incorporated by reference
as amended to Exhibit 3(b) of the
registrant's 1997 Annual
Report on Form 10-K
4(c) Detection Systems, Inc. Filed herewith
1997 Stock Option Plan
5 Opinion of Nixon, Hargrave, Filed herewith
Devans & Doyle LLP
23(a) Consent of PricewaterhouseCoopers LLP Filed herewith
23(b) Consent of Nixon, Hargrave, Included in Exhibit 5
Devans & Doyle LLP
24 Power of Attorney Included on signature page
Page II-2
<PAGE>
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be in the initial
bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that,for the purposes
of determining liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Page II-3
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Company certifies that is has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Perinton, State of New York, on August 12, 1998.
DETECTION SYSTEMS, INC.
/S/Kark H. Kostusiak
Karl H. Kostusiak
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby severally constitutes and appoints Karl H. Kostusiak and
Frank J. Ryan, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them or their or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
/s/Karl H. Kostusiak President and Director August 12, 1998
Karl H. Kostusiak (Principal Executive Officer)
/s/Frank J. Ryan Vice President and August 12, 1998
Frank J. Ryan Secretary/Treasurer
(Principal Financial Officer)
/s/Christopher P. Gerace Chief Accounting Officer August 12, 1998
Christopher P. Gerace (Principal Accounting Officer)
/s/Donald R. Adair Director August 12, 1998
Donald R. Adair
/s/Mortimer B. Fuller, Director August 12, 1998
Mortimer B. Fuller, III
/s/David B. Lederer Director August 12, 1998
David B. Lederer
/s/Edward C. McIrvine Director August 12, 1998
Edward C. McIrvine
Page II-4
Detection Systems, Inc. 1997 Stock Option Plan
Exhibit 4(c)
DETECTION SYSTEMS, INC.
1997 STOCK OPTION PLAN
1. PURPOSE
The purpose of the Detection Systems, Inc. ("the Company") 1997 Stock
Option Plan ("the Plan") is to enable eligible key employees and nonemployees of
the Company and its subsidiaries to purchase shares of Common Stock of the
Company by means of incentive stock options and nonqualified stock options
(collectively referred to as "options"). Through the use of such options, the
Company expects to be able to attract and retain the best available talent and
to encourage the highest level of performance of its key personnel.
2. ADMINISTRATION
The Plan shall be administered by a Stock Option Committee (the
"Committee") consisting of not fewer than three members appointed by the Board
of Directors of the Company, each of whom, to the extent feasible, shall be a
director meeting the definition as a "non-employee director" and an "outside
director," respectively, under regulations promulgated under Section 16(b) of
the Securities Exchange Act of 1934, as amended (the Exchange Act"), and Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), or
comparable provisions as in effect from time to time. The Board shall fill any
vacancy on the Committee.
Subject to the provisions of the Plan, the Committee shall possess the
authority, in its discretion, (a) to determine from among those persons who
perform services to the Company to whom, and the time or times at which, options
will be awarded, the number of shares included in the option and any other terms
and conditions that may apply to such option; (b) to determine whether the
options shall be incentive or nonqualified options; (c) to interpret the Plan;
(d) to make and amend rules and regulations relating thereto; (e) to prescribe
the form and conditions of the option agreements; and (f) to make all other
determinations necessary or advisable for the administration of the Plan. The
Committee's determinations shall be conclusive and binding upon the Company, the
participants and all other persons.
3. ELIGIBILITY
Options may be awarded under the Plan only to key employees and key
nonemployees of the Company and its subsidiaries (which shall include all
corporations of which at least fifty percent of the voting stock is owned by the
Company directly or through one or more corporations at least fifty percent of
the voting stock of which is so owned). Notwithstanding the foregoing, any
director who is not an officer or employee of the Company or one of its
subsidiaries shall not be eligible to participate in this Plan.
4. SHARES AVAILABLE
An aggregate of 250,000 shares of the Common Stock (par value $.05 per
share) of the Company (subject to substitution or adjustment as provided in
Section 8 hereof) shall be available for options under the Plan. Such shares may
be authorized and unissued shares or may be treasury shares. If an option
expires, terminates or is canceled without being exercised, new options may be
thereafter granted covering such shares. In order to meet the requirements of
Code Section 162(m), which section limits the Company's tax deduction for
compensation paid
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Page 2
to certain officers to $1 million per year, the Plan limits to 100,000 the
aggregate number of options that may be awarded to any one employee. No stock
option may be granted more than ten years after the effective date of the Plan.
5. TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS
Incentive stock options may be granted only to employees of the Company
and its subsidiaries. Each incentive stock option granted under the Plan to an
employee shall be designated as such and shall be evidenced by an incentive
stock option agreement in such form as the Committee shall approve from time to
time, which agreement shall conform with this Plan and which shall contain the
following terms and conditions:
(a) Number of Shares. The option agreement shall specify the number of
shares to which it pertains.
(b) Purchase Price. The purchase price for each option shall be not
less than the fair market value of the stock at the time such option is
granted. The Committee shall determine the purchase price. If an option
is granted to an employee who at the time of grant owns stock
possessing more than ten percent of the total combined voting power of
all classes of stock of the Company (a "10-percent Shareholder"), the
purchase price shall be at least 110% of the fair market value of the
stock subject to the option.
(c) Duration of Option. Each stock option by its terms shall not be
exercisable after the expiration of ten years from the date such option
is granted. In the case of an incentive stock option granted to a
10-percent Shareholder, the option by its terms shall not be
exercisable after the expiration of five years from the date such
option is granted.
(d) Options Nontransferable. Each option by its terms shall not be
transferable by the optionee otherwise than by will or the laws of
descent and distribution, and shall be exercisable during his lifetime,
only by the optionee, the optionee's guardian or the optionee's legal
representative.
(e) Exercise Period. Subject to the restriction in Section 5(f), the
exercise of each option shall be subject to such conditions as may be
imposed by the Committee and specified in the option agreement. The
Committee may, among other things, specify a minimum length of
employment and may stagger the period of exercise by providing that
only a certain percentage of options may be exercised each year.
(f) Payment of Option Price. An option shall be exercised upon written
notice to the Company accompanied by payment in full for the shares
being acquired. The payment shall be made in cash, check or wire
transfer; by delivery of shares of Common Stock of the Company
registered in the name of the optionee, endorsed in blank, the value of
which will be deemed equal to the closing market price of such shares
on the date of exercise; or, at the discretion of the Committee, by a
so-called "cashless exercise" transaction that affords the optionee the
opportunity to sell immediately some or all of the shares underlying
the exercise portion of the option in order to generate sufficient cash
to pay the option exercise price and/or to satisfy withholding tax
obligations related to the option.
(g) Maximum Value of Shares. No incentive option shall be granted to an
employee under this Plan or any other incentive stock option plan of
the Company or its subsidiaries to purchase shares as to which the
aggregate fair market value (determined as of the date of
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Page 3
grant) of the Common Stock which first become exercisable by the
employee in any calendar year exceeds $100,000.
(h) Rights as a Shareholder. The optionee shall have no rights as a
shareholder with respect to any shares for which he is granted an
option until the date of issuance to him of a stock certificate for
such shares and no adjustment shall be made for any dividends or other
rights the record date for which is prior to the date such stock
certificate is issued.
(i) General Restriction. Each option shall be subject to the
requirement that, if at any time the Board of Directors shall
determine, in its discretion, that the listing, registration or
qualification of the shares subject to such option upon any securities
exchange or under any state or federal law, or the consent or approval
of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of such option or the
issuance or purchase of shares thereunder, such option may not be
exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Board of Directors.
6. TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS
Options other than incentive stock options may be granted under this
Plan to both eligible employees and eligible nonemployees. Each such
nonqualified option shall be evidenced by a nonqualified stock option agreement,
shall be designated as a "nonqualified stock option," and shall conform to the
foregoing provisions of Section 5 except the purchase price requirements of
Section 5(b), the 10-percent Shareholder restriction of Section 5(c), the
prohibition on transferability of Section 5(d) to the extent provided in the
nonqualified stock option agreement, and the maximum value of grants of Section
5(g). The Committee may include, in its discretion, any terms or conditions in
addition to those specified in Section 5. To the extent an option exceeds the
limitations of Section 5(g), it shall be deemed a nonqualified option and shall
otherwise remain in full force and effect. A nonqualified option may have a
duration of 10 years and one day from the date such option is granted.
7. TERMINATION OF EMPLOYMENT - EFFECT ON OPTIONS
If the employment of an optionee terminates for any reason other than
death or disability, an option may be exercised by him at any time prior to the
earlier of the expiration date of the option or the expiration of three months
after the date of termination, but only if, and to the extent that, he was
entitled to exercise the option at the date of such termination. Notwithstanding
the foregoing, an option may not be exercised after termination of employment if
the Committee determines that the termination of employment of such optionee
resulted from willful acts, or failure to act, by the optionee detrimental to
the Company or any of its subsidiaries. The Committee shall determine whether an
authorized leave of absence shall constitute a termination of employment for
purposes of this Plan.
If an optionee's employment terminates by reason of disability (within
the meaning of Section 105 (d)(4) of the Internal Revenue Code) or death, his
option may be exercised at any time prior to the earlier of the expiration of
the option or the expiration of one year following the date employment
terminated due to disability or death.
If employment of the optionee terminates for any reason other than
disability, retirement or death, any unpaid balance remaining on any promissory
note used in the purchase of stock shall
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Page 4
become due and payable upon not less than three months' notice from the Company,
which notice may be given at any time after such termination; provided, however,
that such unpaid balance on such promissory note shall become due and payable
five years from the date of such termination, unless the note has an earlier due
date. In the case of termination due to death, any unpaid balance remaining on
such note on the date of death shall become due and payable one year from such
date. "Retirement" shall mean early or normal retirement as defined in the
Company's retirement plan or, in the event there is no such plan, age 65.
8. ADJUSTMENT OF SHARES
In the event of any change in the Common Stock of the Company by reason
of any stock dividend, recapitalization, reorganization, merger, consolidation,
split-up, combination, or exchange of shares, or rights offering to purchase
Common Stock at a price substantially below fair market value, or of any similar
change affecting the Common Stock, the number and kind of shares which
thereafter may be optioned and sold under the Plan and the number and kind of
shares subject to option in outstanding option agreements and the purchase price
per share thereof shall be appropriately adjusted consistent with such change in
such manner as the Committee may deem equitable to prevent substantial dilution
or enlargement of the rights granted to, or available for, participants in the
Plan.
9. NO EMPLOYMENT RIGHTS
Neither the Plan nor any options granted under it shall confer upon any
recipient any right with respect to continuance of employment by the Company or
any subsidiary, nor shall they interfere in any way with the right of the
Company or any subsidiary by which a recipient is employed to terminate his
employment at any time.
10. WITHHOLDING TAXES
Whenever the Company proposes or is required to issue or transfer
shares of Common Stock under the Plan to an employee pursuant to the exercise of
a nonqualified stock option, the Company shall have the right to require the
recipient to remit to the Company an amount sufficient to satisfy any federal,
state or local withholding tax requirements prior to the delivery of any
certificate or certificates for such shares. To the extent provided in the
nonqualified stock option agreement, the amount of such withholding tax
requirements may be satisfied by delivery of shares of the Common Stock of the
Company registered in the name of the optionee, duly assigned to the Company.
Any shares so delivered shall be deemed to have a value equal to the fair market
value of the shares on such date.
11. CHANGE IN CONTROL
Upon acquisition of thirty percent or more of the Company's outstanding
shares of stock having general voting rights by an unaffiliated person, entity
or group, the Committee shall notify, in writing, each holder of an outstanding
option of such change in control. Notwithstanding any other provision of this
Plan or any option agreement, all options shall become fully exercisable on
receipt of such notice.
12. AMENDMENT AND DISCONTINUANCE
This Plan may be amended, modified or terminated by the shareholders of
the Company or by the Board of Directors, except that the Board may not, without
approval of the shareholders, materially increase the benefits accruing to
participants under the Plan, increase the maximum
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Page 5
number of shares as to which options may be granted under the Plan, change the
minimum option price, change the class of eligible employees, extend the period
for which options may be granted or exercised, or withdraw the authority to
administer the Plan from a Committee consisting of directors not eligible to
receive options under the Plan. Notwithstanding the foregoing, to the extent
permitted by law, the Committee may amend the Plan without the approval of
shareholders, to the extent it deems necessary to cause options granted under
the Plan to be exempt from Section 16(b) of the Exchange Act and deductible
compensation under Section 16s(m) of the Code. Except as required by law, no
amendment, modification, or termination of the Plan may, without the written
consent of a participant to whom any option shall theretofore have been awarded,
adversely affect the rights of such participant under such option.
13. EFFECTIVE DATE
The effective date of this Plan is August 20, 1997, provided that the
Plan is adopted by the shareholders of the Company on that date.
14. GOVERNING LAW
To the extent not inconsistent with the provisions of the Internal
Revenue Code that relate to incentive stock options and nonqualified stock
options, this Plan and any option agreement adopted pursuant to it shall be
construed under the laws of the State of New York.
Dated: August 20, 1997 DETECTION SYSTEMS, INC.
By: /s/ Frank J. Ryan
Frank J. Ryan, Vice President
Exhibit 5
Nixon, Hargrave, Devans & Dolye LLP
Attorneys and Counselors at Law
Clinton Square
Post Office Box 1051
Rochester, New York 14603-1051
(716) 263-1000
FAX: (716) 263-1600
August 12, 1998
Detection Systems, Inc.
130 Perinton Parkway
Fairport, New York 14450
Gentlemen:
We have acted as counsel to Detection Systems, Inc. (the "Company") in
connection with the Registration Statement on form S-8 filed by the Company with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the issuance of up to 250,000 shares of Common Stock of the
Company, par value $.05 per share, pursuant to the Company's 1997 Stock Option
Plan (the "Plan").
We have examined the originals or copies, certified or otherwise
identified to our satisfaction, of all such records of the Company and all such
agreements, certificates of public officials, certificates of officers or other
representatives of the Company, and such other documents, certificates and other
corporate records as we have deemed necessary or appropriate as a basis for the
opinions set forth herein, including (i) the Certificate of Incorporation of the
Company, as amended to the date hereof, (ii) the By-laws of the Company, as
amended to the date hereof, (iii) copies of certain resolutions duly adopted by
the Board of Directors and shareholders of the Company and (iv) the Plan.
Based upon the foregoing, it is our opinion that the shares of Common
Stock have been duly authorized, and, after (a) the above-referenced
Registration Statement becomes effective with the Securities and Exchange
Commission, and (b) the Common Stock shall have been issued and delivered as
described in the Plan and the consideration therefor shall have been received by
the Company, such shares of Common Stock will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement.
Very truly yours,
/s/ Nixon, Hargrave, Devans & Doyle LLP
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 and the Prospectus constituting part of this
Registration Statement of our report dated June 29, 1998, which appears as
Exhibit 13 of the Detection Systems, Inc. Form 10-K for the year ended March 31,
1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Rochester, New York
August 12, 1998
