_________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
For the calendar year ended DECEMBER 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from ______ to ______
Commission File No.: 0-10449
TVI CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 52-1085536
(State or other (I.R.S. Employer
jurisdiction or incorporation) Identification No.)
7100 HOLLADAY TYLER ROAD, GLENN DALE, MD 20769
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 352-8800
__________________________________
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK $.01 PAR VALUE
Title of Class
Check whether the issuer (1) filed all reports required to be
filed by Section 13 0r 15(d) of the Exchange Act during the past 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 [ ]
Check if there is no disclosure of delinquent filers in response
to Item 405 of regulation S-B is not contained in this form, and no
disclosure will 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-KSB or any amendment to this
Form 10-KSB. [X]
Revenues for the issuer's most recent fiscal year ended December
31, 1999 are $1,934,510.
As of May 26, 2000 there were 24,176,308 shares of Common Stock
issued and outstanding and the aggregate market value of the issued
and outstanding Common Stock held by non-affiliates was approximately
$2,660,000.
_____________________________________________________________
<PAGE>
FORM 10 KSB DECEMBER 31, 1999
PART I
ITEM 1. DESCRIPTION OF BUSINESS
(A) BUSINESS DEVELOPMENT
Organization. TVI Corporation (the Company) was incorporated as a
for-profit corporation under laws of Maryland on January 28, 1977. The Company
was formed primarily for the exploitation of a patent portfolio acquired from
one of the founders. The two principal patents of the portfolio covered an
"electrically conductive coating" and a "light-weight cellular concrete".
Forfeiture of Charter. The company has operated continuously since
incorporation under the charter granted by Maryland. However, the charter was
forfeited from October 1996 to May 1998 by the state for failure to file
Personal Property Tax Reports for the years 1992 and 1993. The Company was
unaware of the forfeiture, and continued to operate under the direction of its
Board of Directors in normal fashion. Upon learning of the forfeiture, the
Company filed all required reports and made all required payments. The Company
then filed Articles of Revival for its charter which was approved by the state
on May 27, 1998. The matter was reported to shareholders in the Company's
Proxy Statement of September 1998, and the shareholders at the Annual Meeting
on October 31, 1998 approved a resolution ratifying all actions taken by the
Board in the ordinary course of business during the charter forfeiture period.
Counsel has advised the Company that it has complied with requirements of
Maryland law for revival of corporate charters, and that there is no basis for
legal liability because of its operation during the period when its charter had
been forfeited.
Bankruptcy. The Company voluntarily filed a Bankruptcy Petition under the
provisions of Chapter 11 of the U. S. Bankruptcy Code on March 21, 1991. Its
Plan of Reorganization was confirmed by the Court on April 15, 1993, and was
essentially implemented by June 30, 1993. The Company remained in bankruptcy
until it filed Final Reports and Certification during 1996. It was discharged
from bankruptcy by the Court on October 3, 1996.
Significant Asset Changes. During 1999 there were no material
reclassifications or consolidations, and no significant purchase or sale of
assets.
(B) BUSINESS OF ISSUER
The Company's business has historically been a supplier of thermal products to
the Department of Defense and to military agencies of other countries. The two
principal products have been thermal targets and tank decoys. In recent years
due to the substantial down-sizing implemented for the Department of Defense,
the market for the Company's products has been drastically reduced. Further,
there has been a concomitant reduction in foreign military aid and a military
downsizing in other countries which has eliminated the Company's foreign market
for targets. To replace this lost market the Company began the development and
sale of a light weight, rugged, and rapidly deployable soft shelter (tent) for
military use which used an articulating frame based upon the technology used
for its tank decoy frame. In late 1995 and 1996 it began the development of
commercial versions of its shelters in an effort to broaden its market and
increase revenue. Both marketing efforts and product development were
continued during 1999 for commercial products.
Principal Products. The Company's principal product lines in 1999 were
disposable thermal military targets, military soft shelters, commercial soft
shelters and signage, and decontamination systems. The targets consisted
mainly of modules designed to simulate the thermal signature of military tanks
and related military assets. The military shelters consisted mainly of one
piece shelters with 150 to 400 square feet of floor space used for forward
tactical applications such as command posts, communications, and aid stations.
The principal commercial products were small rapid deploy shelters used
primarily by emergency services agencies and by child safety groups. Display
signs were also sold to the child safety groups. The decontamination systems
consist of a shelter, water heater, and accessories such as hoses and shower
nozzles. All shelters and signage employ the Company's articulating frame
technology.
Distribution Methods. The Company distributes its products directly for
domestic sales. Marketing is done by in-house employees, largely by written
offers in response to Government announced purchases. The Company employs
in-country agents for international sales on a limited basis. The Company has
also supported its commercial marketing activities with in-house employees and
direct shipments. The Company has explored a variety of domestic and foreign
distribution options for its commercial shelter products, and has entered into
several agreements or arrangements. None of these has been successful. It is
likely that more than one distribution method will be necessary to address the
various market segments the Company has targeted.
New Products. The Company continued development of its line of commercial
shelters announced in 1996. These shelters employ a less rugged version of
the articulating frame used for military shelters, and use commercial grade
fabric for cladding. Varying sizes and styles are developed for different
commercial applications. The Company has developed a family of sign frames,
primarily billboards and a-frames, intended for use as outdoor portable signs.
The frames are designed to be covered with various forms of fabric which can be
imprinted or otherwise display promotional messages or images. The Company
believes these items represent viable products, and has applied for provisional
patents. However, no formal market analysis to validate the usefulness and
marketability of these products has been done.
The Company also developed a Decontamination System consisting of a shelter,
water heater, and related items designed to provide decontamination showers to
mass casualties resulting from a terrorist attack involving a Weapon of Mass
Destruction (WMD). WMD weapons include chemical, biological, and nuclear
weapons. These systems have been developed for both government and private
agencies which have a mission to respond to a WMD attack.
Competitive Conditions.
(1) Targets. The Company competes with two or three other small
companies in the thermal target market. The Company believes that its targets
are technically superior to the competing products, and are favored by the
military tank gunnery ranges. However, because of procurement regulations, the
company must compete on price as well as technical considerations. There was
diminished competition during 1999, and the company was the dominant supplier
to the military armor ranges.
(2) Shelters. The Company competes with two small companies which make
military shelters functionally similar to the TVI shelter. These companies
appear to have greater marketing and production capabilities than TVI, and one
has a larger customer base. There are also a large number of companies which
make a variety of military, commercial, and recreational shelters, and which
may compete with the Company in one or more markets. All of these companies
are larger and have greater resources than TVI. Because of procurement
regulations, many shelter sales to military agencies are competitive, and the
Company typically competes with several other bidders.
(3) Decontamination Systems. The Company competes with one company which
has become the largest integrated supplier of traditional HazMat and EMS
products as well as WMD products. This company appears to have substantially
greater marketing and production capabilities than TVI. Additionally, the
Company competes with a number of both large and small companies which
specialize in the public safety market. Most of the companies are well
entrenched in the public safety market.
Raw Materials. The Company uses only commercially available materials in
the manufacture of its target and shelter products.
Some target manufacturing components and processes are unique to the Company,
and the Company is dependent upon suppliers who have existing capability to
meet the Company requirements. The Company has employed the same sources for
several years which have proved reliable. However, there is no assurance that
these key target components will always be available. The Company has
initiated efforts to establish alternate sources for both material and
processing. Unavailability of either the critical component or critical
processing could hamper the Company's ability to compete in the thermal target
market.
Customer Dependency. A large percentage of the Company's sales are to the
Department of Defense agencies or civilian contractors for Defense use. Loss
of this market would have a material adverse effect on the Company. As noted
above the Defense market has been decreased significantly as a result of
military downsizing, and this has caused substantial damage to the Company's
market. The percentage of revenues from private users in 1998 was
approximately 8% of revenues, but this percentage increased to about 26% in
1999. One commercial customer accounted for about 20% of commercial sales in
1999.
Patents, Trademarks, and Agreements. The Company has one patent covering
its targets and one covering its decoys. Both expire in December 2000. There
is little reliance on these patents in marketing activities. The Company also
owns five trademarks, only one of which is used in current marketing
activities. The Company was granted a patent on its articulating shelter frame
during 1999. The Company has also submitted applications for Provisional
Patents covering two promotional products and one public safety product, and
intends to pursue full patents for them. There are no royalty or licensing
agreements, and there are no labor contracts.
Need for Government Approval. There are no requirements for Government
approval for any of the Company's principal products. However, the Company's
targets and decoys are covered by the International Traffic in Arms Regulations
(ITAR), and the Company must obtain approval from the U. S. State Department to
sell such products to foreign buyers. The Company is currently licensed by the
State Department.
Effect of Government Regulations. The Company is subject to various
regulations including Federal Acquisition Regulations, OSHA requirements, and
ITAR mentioned above. However, none of these regulations have a direct
material impact on the Company's business.
R & D Activities. The Company spent approximately $5,628 in 1998 and
$7,310 in 1999 for Research and Development activities. All expenditures were
associated with improvement and enhancement of military tactical shelters and
with design and development of shelter models appropriate in performance and
cost for a variety of commercial applications. These amounts do not include
research efforts which were incidental to normal marketing and production
activities.
Impact of Environmental Laws. There have been no specific costs
associated with compliance with environmental laws.
Total Employees. During 1999 the Company employed an average of about 30
employees, of whom all but one was full time.
ITEM 2. DESCRIPTION OF PROPERTY
(A) PRINCIPAL PLANT.
The Company leases space to house its administrative and manufacturing
activities. It relocated to the current facility in 1998.
The current facility consists of about 17,000 square feet, of which about one-
fourth is finished and used as office space. The facility consists of a small
basement area of a large warehouse. Address of the new facility is 7100
Holladay Tyler Road, Glenn Dale, MD 20769. The new facility is located a short
distance from the old facility.
(B) INVESTMENT POLICIES.
The Company has made no investments in real property or related real property
financial instruments in the preceding three years.
(C) DESCRIPTION OF REAL ESTATE.
The Company does not own any real property.
ITEM 3. LEGAL PROCEEDINGS
(A) PENDING PROCEEDINGS
The Company was a party to the following legal proceedings during 1999:
1. TVI Corporation vs USA. Access, Inc.
a. District Court for Clark County, Nevada
b. Filed June, 1998
c. Principal parties are the Company and USA Access, Inc., a Nevada
corporation.
d. This action seeks to establish TVI's ownership of a $75,000 loan made
with embezzled funds, and to obtain payment of principal and interest.
e. TVI is pursuing recovery of a loan acquired with embezzled TVI funds
In February 1999, the Company entered into an agreement with USA Access
establishing its ownership of the notes, setting the interest rate at 9%, and
maturity date at September 19, 1999. USA Access consented to judgement if the
amount of $108,750 is not paid by October 19, 1999.
The debt was not paid by October 1999, and the Company continued negotiations
with USA Access. On March 30, 2000 the Company accepted payment of $50,000 in
cash and 82,833 shares of USA Access common stock. This action completely
resolved the lawsuit.
2. State of Maryland vs TVI Corporation
a. Circuit Court for Prince Georges County, Maryland
b. Filed September, 1999
c. Principal parties are the Company and the Maryland Commissioner of
Labor and Industry on behalf of Hunter L. Graves, Jr.
d. This action seeks to obtain payment for unused vacation in the amount
of $8,621 claimed by a former employee.
e. A former employee asserted a claim for unused vacation which the
company denied. The former employee then filed a claim with the Commission of
Labor and Industry. The Commission decided for the employee, and when the
company refused to pay the Commission filed suit.
3. Bankruptcy
The Company filed for protection under Chapter 11 of the U. S. Bankruptcy Code
on March 21, 1991. The Petition listed $2,388,409 in assets and $1,697,371 in
liabilities. A balance sheet as of September 30, 1990 showed a negative
Shareholders Equity of $1,968,300.
The Company's Disclosure Statement and Plan of Reorganization were approved by
the Court in October 1992. A mailing to creditors and shareholders of the
documents along with a Ballot for voting on Plan was authorized in November
1992. Both creditors and shareholders approved the Plan, and it was confirmed
with amendments by the Court on April 15, 1993.
Under the Plan, all priority claims were to be paid in full, as were the
compromised amounts due to the secured creditors. General creditors with
claims of $500 or less were also to be paid in full. Other general creditors
were to receive 20% of their claims, such amount to be paid in Preferred
Stock. Debenture holders were to be paid 15% of the value of their debentures,
such amount to be paid in Preferred Stock. Preferred holders were to be paid
20% of the value of their stock, such amount to be paid in new TVI common
stock valued at $.20 per share. Common stock underwent a 1 for 10 reverse
split, and holders were then required to forfeit up to the first 1,000 post-
split shares of their stock. Shareholders who wished to remain a shareholder
or to exchange any remaining stock were required to purchase 2,500 new shares
at $.20 per share.
The Company implemented the Plan in May and June 1993, and all creditors were
paid as required. However, the Company remained in bankruptcy until it filed
all required reports in 1995 and 1996. It was discharged from bankruptcy by
the Court on October 3, 1996.
(B) IMPENDING GOVERNMENT PROCEEDINGS
The Company was not aware of any contemplated proceeding by a government
authority in 1999.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the shareholders during the fourth
quarter of 1999.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(A) MARKET INFORMATION
The Company's common stock is traded on the OTC Bulletin Board under the symbol
TVIN. The National Quotation Bureau reports fifteen market makers for the
Company's common stock.
<TABLE>
The high and low bid prices by quarter for 1998 and 1999 as reported by the
National Quotation Bureau were as follows:
<CAPTION>
1998
1st Qtr 2nd Qtr 3rd Qtr 4th Qtr
<S> <C> <C> <C> <C>
Low Bid .025 .08 .05 .05
High Bid .36 .29 .09 .085
<CAPTION>
1999
1st Qtr 2nd Qtr 3rd Qtr 4th Qtr
<S> <C> <C> <C> <C>
Low Bid .065 .05 .05 .05
High Bid .12 .085 .09 .095
</TABLE>
The Low and High Bid Prices during the first quarter of 2000 were $.06 and
$.24.
These quotations reflect inter-dealer prices, without retail mark-up,
mark-down, or commission, and may not represent actual transactions.
(B) HOLDERS
It is estimated that the Company had approximately 2,000 holders of its common
stock at the end of 1999.
(C) DIVIDENDS
There have been no dividends declared or paid on the Company's common stock
during the previous two years. No dividends are contemplated by the Company in
the foreseeable future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
(A) FINANCIAL CONDITION FOR 1999
The Company's financial performance improved during 1999. There was a
significant increase in revenues over 1998,and operations were profitable for
all four quarters. Operations were hampered by inadequate working capital,
but the situation improved in the fourth quarter.
Some suppliers required pre-payment of orders, creating a greater cash flow
problem. Some working capital was provided by postponement of interest on
debentures. However, additional funding was necessary for operations, and
this was provided by the president via short term promissory notes.
Additionally, the large contract in the fourth quarter was partially financed
by customer prepayments.
The Company received a monthly cash payment of $6,000during 1999 from the lease
of a billboard printing machine it acquired in 1993. Depreciation on the
machine was $6,000 per month for the first six months, and then zero as the
machine was fully depreciated. The lease will expire in June 2000, and
prospects for sale or lease of the machine are not promising.
The highest amount of loans by the president for inventory financing during
1999 was $156,500and for 1998 was $179,876. Interest rates paid on the loans
was 10% for 1999 loans and 12% for 1998 loans. Also, Mr. Bender has obtained
two charge cards for use by the Company, but for which he is personally
liable.
The amount due at December 31, 1999 was $11,567. Additionally, Mr. Bender is
owed $30,000 for unpaid salary in 1995. No interest is paid on this amount.
The Company believes that the terms from Mr. Bender are more favorable than
those which could be obtained from other sources.
The Company has adequate production equipment to support its current level of
operations. It will require additional investment in equipment to meet
efficiency and delivery requirements should its production levels increase
significantly. It intends to finance such capital investment when its sales
reach the requisite level. In early 2000 the Company acquired a three head
drilling apparatus at a cost of about $15,000 which was paid for from operating
funds.
There are no significant seasonal aspects to the Company's operations.
However, military gunnery operations tend to slow down in winter months, and
range operations show a noticeable increase during the summer as more Reserve
and Guard units engage in summer training. Additionally, there are some
spending patterns characteristic of government fiscal year spending.
The Company has considered a number of strategies to improve its working
capital problem. It has discussed an infusion of either debt or equity capital
with several sources. However, factors such as its low revenues, high debt,
and operating loss have made such infusion very difficult. Profitable
operations in 1999 diminished the problem, and the Company was able to fund its
operations with loans from its president and some customer prepayments. The
Company was also able to obtain credit from two of its major suppliers.
The Company has reduced its expenses for staff and facilities to the bare
minimum. Other costs such as audit, legal, and shareholder costs are
necessitated by the Company's publicly owned status. The only variable G & A
costs are for marketing, which the Company significantly increased during 1999
and intends to continue at a higher level. Thus, the Company does not believe
it possible to further reduce its spending for G & A functions, and intends to
increase spending for marketing and customer service. The Company also intends
to augment its management infrastructure during 2000.
The Company expects that its performance and liquidity problems will persist
until revenues can be maintained at a level sufficient to generate a gross
margin adequate to cover all operating costs and provide some level of profit.
This performance was achieved during 1999, and has continued into 2000. The
Company has made increased revenue its primary priority for the near term.
(B) RESULTS OF OPERATIONS
Comparison of financial results for the preceding years is presented for 1997,
1998, and 1999.
1999 Compared With 1998. Total revenue for 1999 was $1,934,510 as
compared to $1,473,445 for 1998. Net Income increased to $352,982 from a loss
of $139,800 in 1998. Net Income includes an operating income of $260,893,
other expenses of $16,706, and extraordinary income of $108,795.
Total revenues increased by about 24% over 1998. Additionally, sales of
commercial tentage and signage increased, which in general have a higher gross
margin than military shelters. Sales of thermal products recovered to normal
levels after stiff competition in 1998, and these products achieved a
consistent gross margin. Sales of tactical shelters were down, due in part to
the Company's emphasis on non-military marketing.
Cost of Sales for 1999 was reduced to 55% as compared to 60% in 1998. G & A
Expense increased only slightly to $602,045 from $588,084 in 1998. The
percentage as related to revenues dropped to 31% from 47% due to the higher
level of revenues.
1998 Compared With 1997. Total revenue for 1998 was $1,473,445 as
compared to $1,762,374 for 1997. There was a substantial operating loss for
both years. An off-setting non-operating gain in 1997 reduced the net loss to
only $3,634. In 1998 there was also a non-operating loss which increased the
Net Loss of $139,800. Financial performance was characterized by low revenues
which did not generate sufficient gross margin to cover administrative costs.
Sales of core products, shelters and targets, decreased about 7% in 1998 from
1997. Cost of Sales improved from 66% in 1997 to 60% in 1998. The ratio of
direct labor remained the same. Total G & A costs were about the same, but the
ratio increased from 42% to 47% because of reduced amount of revenue.
1997 Compared With 1996. Revenue for 1997 was $1,762,374 compared with
$2,632,802 for 1996. The 1996 revenue was significantly higher due to the
completion of a large Air Force contract which was not repeated during 1997.
There was a net loss for 1997 of $3,634 as compared to a net loss of $72,303
in 1996. Gross operating margin increased from 24.9% in 1996 to 27.1% in
1997. A significant portion of the 1996 contract was contracted out and was
billed to the Air Force with lower gross margin.
Sales of core products, shelters and targets, decreased about 7% in 1997 from
1996. Cost of Sales improved from 70% i n 1996 to 66% in 1997. The ratio of
direct labor remained about the same. Total G & A costs were a little less in
1997, but the ratio increased from 40% to 42% because of reduced amount of
revenue.
(C) DISCUSSION OF YEAR 2000 (Y2K) ISSUES
During 1999, the Company completed its review of Year 2000 matters and
implemented its readiness plan. These efforts incurred no significant costs,
and all costs were expensed in 1999.
The Company has encountered no Year 2000 problems or costs in entering the year
2000.
ITEM 7. FINANCIAL STATEMENTS
The Audit Report with financial statements for the year ending December 31,
1999 is included as an enclosure to this report.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
(A) INDEPENDENT ACCOUNTANTS.
The Company's operations for 1996, 1997, 1998, and 1999 were audited by the
firm of Daniel C. Gilliland, CPA, P.C. The Company had no independent
accountants for the years 1990 through 1995. There have been no disagreements
with the Audit findings or statements.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
(A) DIRECTOR AND EXECUTIVE OFFICERS
The discussion under "Officers, Directors, and Nominees" and "Information on
Nominees" in the Company's definitive Proxy Information Statement for its 1999
Annual Meeting of the Shareholders is incorporated herein by reference.
(B) SIGNIFICANT EMPLOYEES
There were no employees essential to the Company's activities.
(C) FAMILY RELATIONSHIPS
There are no known family relationships between any of the Company's officers
or directors.
(D) INVOLVEMENT IN LEGAL PROCEEDINGS
No officer or director was known to be involved in an any legal proceeding
involving bankruptcy, criminal activity, securities or banking issues, or
commodities violations.
(E) COMPLIANCE WITH SECTION 16(A)
The Company believes that reports required by Section 16(a) of the Exchange Act
of its directors and officers were filed as required.
ITEM 10. EXECUTIVE COMPENSATION
The following table summarizes executive compensation for the past three years.
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
Name/Position Year Salary Bonus Other Restricted Stock SARs
Awards
CEO:Allen Bender
1997 60,000 0 0 * 0
1998 60,000 0 0 0 0
1999 60,000 0 0 ** 0
* Mr. Bender was granted an option to purchase 150,000 shares of
stock, vesting upon his service as president for the following year.
** Mr. Bender was granted an option to purchase 150,000 shares of
stock, vesting upon his service as president for the following year.
No other officer, director, or employee received total compensation which
exceeded $100,000.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(A) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
At May 26, 2000 no individual or group is known by the Company to own 5% or
more of its common stock, except for its president.
(B) SECURITY OWNERSHIP OF MANAGEMENT
The discussion under "Officers, Directors, and Nominees" and "Information on
Nominees" in the Company's definitive Proxy Statement for its 2000 Annual
Meeting of the Shareholders is incorporated herein by reference.
(C) ARRANGEMENTS FOR CHANGE IN CONTROL
There are no existing arrangements and no pending or planned arrangements which
would result in a change in control of the company.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no transactions during 1998 and 1999 between the Company and any
officer, director, or nominee for director, or a member of their family, having
a value which exceeded $60,000.
ITEM 13. EXHIBITS, LIST, AND REPORTS ON FORM 8-K
The Company filed no Form 8-K reports with the SEC during 1999.
ITEM 14. SUBSEQUENT EVENTS
On March 30, 2000 the Company accepted $50,000 cash and 82,333 shares of USA
Access common stock in payment of the Promissory Note and accrued interest.
In March and April, Promissory Notes in the amount of $55,000 owed to its
former counsel were converted into 733,333 shares of restricted common stock.
ITEM 15. SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
By:
/s/ Allen E. Bender
Allen E. Bender
Chief Executive Officer
and Chairman of the Board
/s/ May 30, 2000
