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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
(Amendment No. 1)
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[X] Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934 For the fiscal year ended March 31, 1999
[ ] Transition Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 For the transition period from _________ to _________
Commission file number 1-5486
COYOTE NETWORK SYSTEMS, INC.
Delaware 36-2448698
-------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4360 Park Terrace Drive, Westlake Village, California 91361
- ------------------------------------------------------ ----------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 735-7600
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act: Common Stock,
$1.00 par value
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such 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. [X] YES [ ] NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
On July 12, 1999, the aggregate market value of the voting stock of the
Registrant held by stockholders who were not affiliates of the Registrant was
$58,353,000 based on the closing sale price of $5.00 of the Registrant's common
stock on The Nasdaq National Stock Market. At July 12, 1999, the Registrant had
issued and outstanding an aggregate of 12,702,350 shares of its common stock.
For purposes of this Report, the number of shares held by non-affiliates was
determined by aggregating the number of shares held by Officers and Directors of
Registrant, and by others who, to Registrant's knowledge, own more than 10% of
Registrant's common stock, and subtracting those shares from the total number of
shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE - NONE.
The Registrant hereby amends the Form 10-K for the fiscal year ended
March 31, 1999, filed on July 14, 1999, to include the information
required by Part III pursuant to Form 10-K General Instruction G(3).
<PAGE>
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PART III.
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
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Identification of Directors
- ----------------------------------------------
The Board of Directors is divided into three classes of directors consisting of
three classes of two members each or six members in the aggregate. The election
of directors is staggered so that the term of only one class of directors
expires each year. Generally, the term of each class is three years. Currently,
the Board of Directors has two vacant positions. The Board of Directors consists
of the following members:
Directors with Terms Expiring in 1999
-------------------------------------
Jack E. Donnelly, age 64, has been a director of the Company since November
1991. Since 1986, he has been a principal of Bailey & Donnelly Associates, Inc.,
an investment company.
Daniel W. Latham, age 51, has been a director of the Company since November
1996. He has been President and Chief Operating Officer of the Company since
November 1996 and President of Coyote Technologies, LLC ("CTL") since September
1995. Prior to his association with CTL, Mr. Latham was the President of
Frontier Communications Long Distance Company.
Directors with Terms Expiring in 2000
-------------------------------------
James J. Fiedler, age 52, has been a director of the Company since August 1996.
He has been Chairman and Chief Executive Officer of the Company since November
1996 and Chairman and Chief Executive Officer of CTL since September 1995.
Previously, Mr. Fiedler was a principal in the consulting firm of Johnson &
Fiedler. From November 1992 to September 1994, Mr. Fiedler was Vice President of
Sales and Marketing and subsequently President and Director of Summa Four, Inc.,
a telecom switching company. From June 1989 to July 1992, Mr. Fiedler was
Executive Vice President and Chief Operating Officer of Timeplex, a subsidiary
of Unisys Corporation, engaged in the business of manufacturing data and
telecommunications equipment. Prior to June 1989, Mr. Fiedler held executive
positions with Unisys Corporation and Sperry Corporation (subsequently acquired
by Unisys Corporation). He has been a director of Entree Corporation since
November 1996.
Stephen W. Portner, age 47, has been a director of the Company since August
1997. He has been the Managing Director of European Projects for JMJ Associates,
a global management consulting company, and has served in various capacities at
JMJ Associates from January 1994 to the present. From December 1991 to January
1994, Mr. Portner held positions in plant and project management and was
Director of Quality at Air Products Incorporated, an industrial chemicals
company.
Identification of Executive Officers
- ----------------------------------------------
The following individuals are the executive officers of the Company:
Name Age Position
James J. Fiedler 52 Chief Executive Officer
Daniel W. Latham 51 President and Chief Operating Officer
Brian A. Robson 62 Executive Vice President,
Chief Financial Officer and Secretary
1
<PAGE>
The following information is furnished with respect to each executive officer
who is not also a director of the Company:
Mr. Robson has been the Executive Vice President, Chief Financial Officer and
Secretary since December 15, 1998. Mr. Robson was Vice President of Finance and
Chief Financial Officer of Ascom Timeplex, a telecommunications company from
1989-1996.
Section 16(a) Beneficial Ownership Reporting Compliance
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Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Company's directors and executive officers, and persons who
beneficially own more than ten percent of a registered class of the Company's
equity securities, to file with the Securities and Exchange Commission (the
"Commission") initial reports of ownership and reports of changes in ownership
of Common Stock and the other equity securities of the Company. Officers,
directors, and persons who beneficially own more than ten percent of a
registered class of the Company's equities are required by the regulations of
the Commission to furnish the Company with copies of all Section 16(a) forms
they file. To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company, during the fiscal year ended March 31,
1999, all Section 16(a) filing requirements applicable to its officers,
directors, and greater than ten percent beneficial owners were complied with,
except that transactions that should have been reported on Forms 5 for the
fiscal years ended March 31, 1997 and/or March 31, 1998 were reported on Forms 5
for the fiscal year ended March 31, 1999 for each of Stephen W. Portner, Sydney
B. Lilly, Jack E. Donnelly, Brian A. Robson and James J. Fiedler, and
transactions that should have been reported on Forms 3 and 4 during the fiscal
years ended March 31, 1997 and March 31, 1998 for Alan J. Andreini were reported
on Form 5 for the fiscal year ended March 31, 1999. In addition, the Form 3 that
should have been filed by Alan J. Andreini during the fiscal year ended March
31, 1997 was filed on April 5, 1999.
2
<PAGE>
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ITEM 11. EXECUTIVE COMPENSATION
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All shares and per share numbers included herein have been retroactively
adjusted to give effect to a 5% stock dividend which was paid on November 4,
1998 to holders of record as of October 21, 1998.
The following table sets forth, for the three fiscal years ended March 31, 1999,
the total annual compensation paid to, or accrued by the Company for the account
of, James J. Fiedler, Daniel W. Latham and Brian A. Robson (the "Named
Executives") serving as such at March 31, 1999 and one former executive officer:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- -------------------------------------------------------------------------------------------------------------------------------
Annual Compensation Long-Term Compensation
----------------------------------- ---------------------------------------
Other Restricted Securities Long-term All
Name and Annual Stock Underlying Incentive Plan Other
Principal Position Year Salary Bonus Compensation(5) Award(s) Options Layouts Compensation
------------------ ---- -------- ------- --------------- -------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James J. Fiedler (1) 1999 $300,000 $ 9,335 $ 20,000 --- 94,500 (6) --- $ 7,200 (8)
Chairman, CEO 1998 $200,000 $19,746 $ 15,000 --- --- --- $ 7,200 (8)
and Director 1997 $200,000 --- $ 3,720 --- --- --- ---
Daniel W. Latham (2) 1999 $300,000 $ 9,335 $ 20,000 --- 94,500 (6) --- $ 7,200 (8)
President, COO 1998 $175,000 $19,746 $ 15,000 --- --- --- $ 7,200 (8)
and Director 1997 $175,000 --- $ 3,750 --- --- --- $170,197 (9)
Brian A. Robson (3) 1999 $152,487 $12,875 --- --- 98,750 (7) --- ---
Executive Vice President 1998 $139,907 --- --- --- 2,000 --- $ 21,921 (10)
CFO and Secretary 1997 $ 56,250 --- --- --- 10,500 --- $ 13,041 (10)
Edward Beeman (4) 1999 $ 79,526 --- --- --- --- --- $ 53,548 (11)
<FN>
(1) On November 29, 1996, Mr. Fiedler was appointed Chairman and Chief
Executive Officer of the Company. Mr. Fiedler also remained as Chairman and
Chief Executive Officer of CTL (see Employment Agreements).
(2) On November 29, 1996, Mr. Latham was appointed President and Chief
Operating Officer of the Company. Mr. Latham also remained as President of
CTL (see Employment Agreements).
(3) On October 31, 1996, Mr. Robson was appointed Vice President and Controller
of the Company. On December 15, 1998, Mr. Robson was appointed Executive
Vice President, Chief Financial Officer and Secretary of the Company.
3
<PAGE>
(4) On June 1, 1998, Mr. Beeman was appointed Executive Vice President, Chief
Financial Officer and Secretary of the Company. In November 1998, Mr.
Beeman's employment with the Company was terminated.
(5) Director's fees paid to officers.
(6) Pursuant to their employment agreements, on April 1, 1998, Messrs. Fiedler
and Latham were granted stock options to purchase a total of 450,000 shares
of the Company's common stock over a period of five years, to vest in
increments of 90,000 shares annually, at various exercise prices for each
90,000 share increment. As adjusted for the stock dividend, each 90,000
share increment has been adjusted to a 94,500 share increment, and the
exercise price of each of the five 94,500 share increments is $3.81, $7.62,
$11.43, $15.24 and $19.05, respectively.
(7) Stock options to purchase 13,125 shares of common stock were granted on
June 1, 1997 at $2.86 per share; 8,750 of these options are exercisable as
of June 1, 1999. Stock options to purchase 13,125 shares of common stock
were granted on June 1, 1998 at $3.90 per share; 4,375 of these options are
exercisable as of June 1, 1999. Stock options to purchase 85,000 shares of
common stock were granted on December 11, 1998 at $6.56 per share; these
options are not currently exercisable.
(8) Represents automobile allowance.
(9) Represents relocation assistance and $98,000 paid to Mr. Latham to cover
his loss on a personal residence and related real estate commissions and
selling expenses.
(10) Represents relocation assistance paid by the Company.
(11) Represents automobile allowance and relocation assistance paid by the
Company.
</FN>
</TABLE>
The table below provides information regarding stock options granted during the
fiscal year ended March 31, 1999 to the Named Executives:
<TABLE>
<CAPTION>
OPTIONS GRANTED IN LAST FISCAL YEAR
Individual Grants
--------------------------------------------------------------------------------------
Number of % of Total Potential Realizable Value
Shares Options Granted at Assumed Annual Rate of
Underlying to Employees Exercise Expiration Stock Price Appreciation
Options Granted in Fiscal Year Price Date for Option Term(3)
5% 10%
-- ---
<S> <C> <C> <C> <C> <C> <C>
James J. Fiedler 94,500 9.3% $3.81 04/01/08 $226,430 $573,819
Daniel W. Latham 94,500 9.3% $3.81 04/01/08 $226,430 $573,819
Brian A. Robson 13,125 (1) 1.3% $3.90 06/01/03 $ 14,142 $ 31,250
85,000 (2) 8.3% $6.56 12/11/03 $154,055 $340,420
<FN>
(1) These options vest annually in one-third increments commencing June 1, 1999.
(2) These options vest annually in one-third increments commencing December 11,
1999.
(3) The dollar amounts under these columns are the results of calculations at
the 5% and 10% rates set by the Securities and Exchange Commission. The
potential realizable values are not intended to forecast possible future
appreciation, if any, in the market price of the common stock.
</FN>
</TABLE>
4
<PAGE>
Aggregated Option Exercises During the Fiscal Year
Ended March 31, 1999 and Fiscal Year End Option Values
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The table below provides information regarding the value of the in-the-money
stock options held by the Named Executives at March 31, 1999. The Named
Executives did not exercise any stock options during the fiscal year.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised In-the-Money
Options at March 31, 1999 Options at March 31, 1999(1)
------------------------- ---------------------------------
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
James J. Fiedler --- 94,500 --- $195,615
Daniel W. Latham --- 94,500 --- $195,615
Brian A. Robson 4,375 106,875 $13,212 $ 52,412
<FN>
(1) Value based on the closing price of $5.88 of the common stock on The Nasdaq
National Market on March 31, 1999, less the option exercise price.
</FN>
</TABLE>
Stock Option Plans
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On December 11, 1986, the Board of Directors adopted the Company's 1986
Non-Qualified Stock Option Plan (the "1986 Plan"). The 1986 Plan, as amended,
provides for the grant of options to purchase up to 832,963 shares of Common
Stock to executive officers, key officers, employees, directors and consultants
of the Company and its subsidiaries. In February 1998, the Board of Directors
adopted the Company's Non-Employee Director Stock Option Plan (the "Director
Plan"). The Director Plan provides for the grant of options to purchase up to
157,500 shares of Common Stock to non-employee directors of the Company. In
March 1996, the Board of Directors adopted the Employees Non-Qualified Stock
Option Plan of CTL (the "CTL Plan"). The CTL Plan provides for the grant of
options to purchase up to 2,100,000 shares of Common Stock to executive
officers, key employees, directors, consultants and advisors of the Company, its
affiliates and subsidiaries.
As of March 31, 1999, options to purchase 592,463, 63,000 and 1,178,074 shares
of Common Stock have been granted under the 1986 Plan, the Director Plan and the
CTL Plan, respectively. As of March 31, 1999, 442,956, 0 and 105,713 shares of
Common Stock have been issued pursuant to the exercise of options under the 1986
Plan, the Director Plan and the CTL Plan, respectively. Any unexercised options
that expire or terminate upon a director's resignation or an employee's ceasing
to be employed by the Company, its affiliates or subsidiaries become available
again for issuance under the 1986 Plan, the Director Plan or the CTL Plan, as
the case may be.
In April 1998, stock options to purchase 10,500 shares of the Company's common
stock were granted to each of the non-employee members of the Board of Directors
pursuant to the Director Plan. These options have an exercise price of $3.42 per
share.
5
<PAGE>
Employment Agreements
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On April 1, 1998, the Company entered into employment agreements, expiring on
March 31, 2003, with Mr. Fiedler and Mr. Latham. Pursuant to each of their
employment agreements, Messrs. Fiedler and Latham (the "Executive") will receive
a guaranteed minimum annual salary of $300,000 or an amount based on a
percentage of the Company's pre-tax income, whichever is greater; however, the
Executive's annual salary shall not exceed $4.5 million. The Executive shall
also receive deferred compensation for five years following his five-year
employment term (the "Employment Term") based on a percentage of the Company's
pre-tax income during each year of the Employment Term; however, deferred
compensation shall not exceed $600,000 per year. The employment agreements also
provide that the Executive will not compete with the Company for one year
following the termination of his employment.
Compensation of Directors
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Directors receive an annual fee of $15,000, paid on a monthly basis. Directors
are also reimbursed for travel expenses. In addition, directors receive up to
$1,250 per day for each meeting attended (board or committee). Non-employee
directors (including retired directors as determined by the Board) receive
supplemental medical reimbursement to pay all medical expenses for them and
their immediate families (spouses and unemancipated children) up to a limit of
$25,000 per year.
Report on Repricing of Options
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The Company did not adjust or amend the exercise price of stock options
previously awarded to the Named Executives during the fiscal year ended March
31, 1999, except to reflect the 5% stock dividend issued on November 4, 1998 to
stockholders of record as of October 21, 1998.
Compensation Committee Interlocks and Insider Participation
- -------------------------------------------------------------------
The Board of Directors does not have a compensation committee because executive
compensation decisions are made by the full Board. Recommendations on executive
compensation with regard to Messrs. Fiedler and Latham are made by the outside
non-employee directors when requested to do so by the full Board. All directors
participate in the deliberations.
Mr. Fiedler is the Company's Chairman and Chief Executive Officer. Mr. Latham is
the Company's President and Chief Operating Officer. Messrs. Fiedler's and
Latham's fiscal 1999 compensation and employment contracts were previously
described above.
6
<PAGE>
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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The following table sets forth certain information as of July 12, 1999 regarding
the beneficial ownership of the Company's Common Stock by (a) each person known
by the Company to own beneficially more than 5% of the Company's Common Stock,
(b) each director and officer of the Company, including Messrs. Fiedler, Latham
and Robson, and (c) all directors and executive officers of the Company as a
group. Except as otherwise indicated and subject to community property laws
where applicable, the persons named in the table below have sole voting and
dispositive power with respect to the shares of Common Stock shown as
beneficially owned by them. Information as to Alan J. Andreini and Comdisco,
Inc. was derived from the Schedules 13G and/or 13D filed by each such
stockholder, and for Kiskiminetas Springs School, information was derived from
the Schedules 13D and 13G filed by Alan J. Andreini. Information as to Richard
L. Haydon was derived from the Schedule 13D filed by Mr. Haydon on July 28,
1997, as well as information provided to the Company by Mr. Haydon. Except for
the percentage of ownership, the information set forth below reflects the
information contained in the Schedule 13G and/or 13D as of the date such
Schedule 13G or 13D was filed.
<TABLE>
<CAPTION>
Percent of
Name and Address Number of Shares Outstanding
of Beneficial Owner Beneficially Owned Shares
<S> <C> <C>
Jack E. Donnelly (1)............................ 42,245 (2) *
James J. Fiedler (1)............................642,288 (3) 5.0%
Daniel W. Latham (1)............................232,312 (4) 1.8 %
Stephen W. Portner (1)...........................47,250 (5) *
Brian A. Robson (1)..............................13,125 (6) *
Alan J. Andreini (7)..........................1,134,335 (8) 8.9%
Comdisco, Inc. (9)..............................708,390 (10) 5.5%
Richard L. Haydon (11)........................1,528,400 (12) 11.4%
Kiskiminetas Springs School (13)..............1,010,210 (14) 8.0%
All directors and executive officers of
the Company as a group (5 persons)............977,220 (2)(3) 7.4%
(4)(5)(6)(15)
<FN>
* Less than 1%
(1) The address of the stockholder is: c/o Coyote Network Systems, Inc., 4360
Park Terrace Drive, Westlake Village, CA 91361.
(2) Includes 33,763 shares of Common Stock issuable upon exercise of stock
options which are currently exercisable.
(3) Includes 94,500 shares of Common Stock issuable upon exercise of stock
options and 183,750 shares of Common Stock issuable upon exercise of
warrants which are currently exercisable. Includes 192,938 shares of Common
Stock received by the stockholder upon conversion of Class B Units of
Coyote Technologies, LLC ("CTL") on June 24, 1999. Does not include 94,500
shares of Common Stock issuable upon exercise of stock options not
currently exercisable.
7
<PAGE>
(4) Includes 94,500 shares of Common Stock issuable upon exercise of stock
options which are currently exercisable. Includes 21,000 shares of Common
Stock received by the stockholder upon conversion of Class B Units of CTL
on July 7, 1999. Includes 95,812 shares of Common Stock issuable upon
conversion of additional Class B Units of CTL. Does not include 94,500
shares of Common Stock issuable upon exercise of stock options not
currently exercisable.
(5) Includes 26,250 shares of Common Stock issuable upon exercise of stock
options and 10,500 shares of Common Stock issuable upon exercise of
warrants which are currently exercisable.
(6) Includes 13,125 shares of Common Stock issuable upon exercise of stock
options which are currently exercisable. Does not include 98,125 shares
issuable upon exercise of stock options not currently exercisable.
(7) The address of Alan J. Andreini is: 395 Hudson Street, New York, NY 10014.
(8) Includes 877,710 shares of Common Stock held by Mr. Andreini for his own
account. Includes 145,700 shares held in the account of Kiskiminetas
Springs School (the "School"), 24,150 shares held in the account of John D.
Andreini and Blanche M. Andreini (the "Parents"), 84,150 shares held in the
account of The Andreini Foundation (the "Foundation") and 2,625 shares held
for the benefit of Alan J. Andreini, Jr. (the "Son"), of which Mr. Andreini
may be deemed to be the beneficial owner. Mr. Andreini disclaims beneficial
ownership of all shares of Common Stock except those shares held by him for
his own account. Mr. Andreini has sole voting and dispositive power over
964,485 shares of Common Stock (includes 877,710 shares held by Mr.
Andreini for his own account, 84,150 shares held in the account of the
Foundation and 2,625 shares held in the account of the Son). Mr. Andreini
has shared voting and dispositive power over 169,850 shares of Common Stock
(includes 145,700 shares held in the account of the School and 24,150
shares held in the account of the Parents).
(9) The address of Comdisco, Inc. is: 6111 N. River Road, Rosemont, IL 60018.
(10) Includes 192,990 shares of Common Stock issuable upon exercise of warrants
which are currently exercisable.
(11) The address of Richard L. Haydon is: 1114 Avenue of the Americas, New York,
NY 10036.
(12) Includes 872,150 shares of Common Stock held in various managed
discretionary accounts of which Mr. Haydon may be deemed to be the
beneficial owner. Includes 656,250 shares of Common Stock issuable upon
exercise of warrants which are currently exercisable, held by various
discretionary accounts, of which Mr. Haydon may be deemed to be the
beneficial owner. Based upon information supplied by this stockholder (in
addition to the information derived from Mr. Haydon's Schedule 13D, filed
on July 28, 1997), Mr. Haydon has sole voting and dispositive power over
1,528,400 shares of Common Stock.
(13) The address of Kiskiminetas Springs School is: 1888 Brett Lane, Saltsburg,
PA 15681.
(14) According to the Schedule 13D filed on May 14, 1999, by Alan J. Andreini,
the School beneficially owns 1,010,210 shares of Common Stock.
(15) Includes 262,138 shares of Common Stock issuable upon exercise of stock
options and 194,250 shares of Common Stock issuable upon exercise of
warrants which are currently exercisable. Does not include 287,125 shares
of Common Stock issuable upon exercise of stock options not currently
exercisable.
</FN>
</TABLE>
8
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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In January 1998, the Board of Directors of the Company approved an interest-free
loan to Daniel W. Latham for a maximum amount of $500,000 to be used solely for
the purpose of providing partial down payments on his purchase of a residence in
California. The funding is to be secured by the residential property and is for
a five-year term unless specifically extended by the Board of Directors. Earlier
repayment of the loan will be demanded in the event of either (1) sale or
refinancing of the property; (2) termination of Mr. Latham's employment by the
Company either voluntarily or for cause; or (3) sale by Mr. Latham of all, or
substantially all, of his stock in the Company. As of March 31, 1999, $421,000
was funded to Mr. Latham under this agreement. In October 1998, the Company
amended the terms of the loan, and in agreement with Mr. Latham established an
annual interest rate of 6.5% to be applied to the loan and which is payable at
the completion of the term.
9
<PAGE>
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SIGNATURES
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Pursuant to the requirements of Section 13 or 15 (d) 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 this 28th day of
July, 1999.
COYOTE NETWORK SYSTEMS, INC.
By /s/ James J. Fiedler
---------------------------------------
James J. Fiedler, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of and the in the
capacities and on the dates indicated.
Signature Title Date
/s/ James J. Fiedler Chairman of the Board and July 28, 1999
- ----------------------- Chief Executive Officer
James J. Fiedler (Principal Executive Officer)
/s/ Daniel W. Latham President, Chief Operating Officer July 28, 1999
- ----------------------- and Director
Daniel W. Latham
/s/ Brian A. Robson Executive Vice President, July 28, 1999
- ----------------------- Chief Financial Officer and Secretary
Brian A. Robson (Principal Financial and Accounting Officer)
/s/ Jack E. Donnelly Director July 28, 1999
- -----------------------
Jack E. Donnelly
/s/ Stephen W. Portner Director July 28, 1999
- -----------------------
Stephen W. Portner
