<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB/A
(Amendment No. 1)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [Fee Required]
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from to
Commission File Number: 0-14793
TEKNOWLEDGE CORPORATION
(Name of small business issuer as specified in its charter)
Delaware 94-2760916
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1810 Embarcadero Road, Palo Alto, California 94303
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (650)424-0500
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 per share
Series A Preferred Stock Purchase Rights
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 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 [ ] No [X]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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. [ ]
State issuer's revenues for its most recent fiscal year. $11,094,672
The aggregate market value of Common Stock, $.01 par value per share, held by
non-affiliates of the registrant was $44,986,828 on March 21, 2000 (based on the
average bid and ask price per share of Common Stock on that date as reported by
the Nasdaq SmallCap Market). Shares of Common Stock held by each officer and
director and by each person who owns 5% or more of the outstanding Common Stock
have been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.
On March 24, 2000, there were 5,315,239 shares of Common Stock, $.01 par value
per share, of the registrant outstanding.
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2
Part III is replaced in its entirety as follows:
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PART III
- --------------------------------------------------------------------------------
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 15(a) of the Exchange Act
Directors
The Board of Directors currently consists of five members: Neil A.
Jacobstein, Dr. Larry E. Druffel, General Robert T. Marsh (Ret.), Benedict
O'Mahoney, and James C. Workman. Dr. Frederick Hayes-Roth and William G. Roth
resigned their positions on the Board effective November 22, 1999, and joined
the Board of GlobalStake.com, an Internet start-up company spun off by
Teknowledge on that date. Benedict O'Mahoney, Corporate Counsel and Vice
President of Teknowledge, was elected by the Board in November 1999 to fill the
vacancy created by the departure of William G. Roth, and the Board reduced the
size of the Board from six to five to eliminate the vacancy created by the
resignation of Mr. Hayes-Roth in November 1999. The Board of Directors comprises
three classes of directors, each class consisting as nearly as possible of
one-third of the Board, with one class of the Board being elected each year. At
each annual meeting thereafter, nominees for directors in the class whose term
is expiring are voted upon, and upon election, such director would serve a
three-year term. At the 1999 Annual Meeting, Neil A. Jacobstein, and William G.
Roth were elected as Class II directors to serve a three-year term. At the 1998
Annual Meeting, Dr. Larry E. Druffel and James C. Workman were elected as Class
I directors to serve a three-year term. At the 2000 Annual Meeting, Robert T.
Marsh, as the nominee for Class III director, is to be elected for a three-year
term and until their successors are duly elected and qualified.
- --------------------------------------------------------------------------------
Positions Director
Name Age With the Company Since
Class III Director nominated for election at the 2000 Annual Meeting
Gen. Robert T. Marsh 75 Director 1987
Class I Directors whose terms expire at the 2001 Annual Meeting
Dr. Larry E. Druffel 59 Director 1997
James C. Workman 57 Director 1993
Class II Directors whose term expires at the 2002 Annual Meeting
Neil A. Jacobstein 45 Chairman of the Board and 1993
Chief Executive Officer
Benedict O'Mahoney 40 Director 1999
- --------------------------------------------------------------------------------
Class III Nominee for a Term Expiring in 2003
The nominee for election has indicated a willingness to serve, but if
the nominee should decline or be unable to serve as a Class III director, the
proxy holders will vote for the election of another substitute nominee as the
Board of Directors recommends.
General Robert T. Marsh. General Marsh (Retired), 75, was elected a
director of American Cimflex Corporation (a predecessor to the Company) in 1987.
He served as Chairman of the Board of Thiokol Corporation until his retirement
in 1991. Since 1995 he has served as Executive Director of the Air Force Aid
Society, a non-profit charitable organization serving the Air Force community.
He served as Chairman of the President's Commission on Critical Infrastructure
Protection. General Marsh joined the Board of SI International in December 1998
and continues to serve on the Board. General Marsh also serves on the Board of
Comverse Infosys Technologies, Inc. and he is a trustee emeritus of MITRE
Corporation. General Marsh is Chairman of the Company's Finance and Audit
Committee.
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3
Continuing Class I Directors for a Term Expiring in 2001
Dr. Larry E. Druffel. Dr. Druffel, 59, was appointed to the Board of
Directors in April 1997. Since 1996, he has served as President and a Director
of the South Carolina Research Authority (SCRA), a public non-profit
organization. He holds a doctorate degree in computer science from Vanderbilt
University and a master's degree in computer science from the University of
London, and was a director of the Software Engineering Institute at
Carnegie-Mellon University from 1986 to 1996. He also served on the Board of
Rational Software Corp. from 1986 to 1993. He is Chairman of the Board of the
Advanced Technology Institute, and a member of the Board of the South Carolina
Technology Alliance, both private non-profit corporations. He served as Director
of Computer Software and Systems, Office of Deputy Undersecretary of Defense for
Research and Advanced Technology, Washington, DC.
James C. Workman. Mr. Workman, 57, was appointed Chairman of the Board,
Chief Executive Officer, and President of the Company on an interim basis
effective October 20, 1992. With the appointment of Dr. Hayes-Roth and Mr.
Jacobstein to executive positions in 1993, Mr. Workman resigned from his interim
executive officer position but retained a seat on the Board. Mr. Workman is
active in several community organizations in Wisconsin. He is a member of the
Executive Council and Board of Trustees of the Diocese of Fond Du Lac. He is
also a Director of the United Way of Door County. His primary employment is as a
self-employed attorney/consultant. Mr. Workman is Chairman of the Human
Resources Committee.
Continuing Class II Directors for a Term Expiring in 2002
Neil A. Jacobstein. Mr. Jacobstein, 45, is Chairman of the Board, Chief
Executive Officer, and President of Teknowledge. He served as President and
Chief Operating Officer and a Director of the Company from January 1993 to
November 22, 1999, when he was elected to the position of Chairman and CEO.
After joining Teknowledge in 1984, Mr. Jacobstein was promoted over a nine year
period to: Senior Knowledge Engineer, Manager of the Research and Advanced
Development Group, Vice President and General Manager of Research and Advanced
Systems Development, and Vice President and General Manager of the Knowledge
Systems Division. Mr. Jacobstein initiated Teknowledge's eCommerce business unit
in 1996. In 1998, he was appointed to the Technology Advisory Board of the U.S.
Army's Simulation, Training, and Instrumentation Command (STRICOM). Prior to
joining Teknowledge, Mr. Jacobstein was a Graduate Research Intern and
consultant at Xerox PARC, and a Research Associate at CBNS. Since 1992; he has
served as the Chairman of the Board of Directors of the Institute for Molecular
Manufacturing, a nonprofit organization. He co-founded and serves as a Director
of GlobalStake.com. In 1999, Mr. Jacobstein was elected a Henry Crown Fellow in
the Aspen Institute's executive leadership program.
Benedict O'Mahoney. Mr. O'Mahoney, 40, is Vice President,
Administration and Legal Affairs of the Company. Mr. O'Mahoney was elected a
Director of Teknowledge in November 1999. Mr. O'Mahoney joined the Company in
1996 as Corporate Counsel. From 1991 to 1996, Mr. O'Mahoney practiced
intellectual property law and he also served as General Counsel for Slatt
Mortgage Company from 1988 to 1995. Mr. O'Mahoney serves on the Board of
Directors of the Virtual Reality Education Foundation, a nonprofit organization.
Executive Officers
The following is certain information regarding the Company's other
executive officer who is not a member of the Board of Directors.
Dennis A. Bugbee, 53, is Director of Finance, Treasurer, and Secretary
for the Company. Mr. Bugbee joined the Company in 1990 as the Division
Controller for the Knowledge Systems Division in Palo Alto, California. He was
promoted to Director of Finance in March 1993 and shortly thereafter to the
positions of Treasurer and Corporate Secretary. Prior to joining the Company,
Mr. Bugbee held the position of Accounting Manager with TRW's Space and Defense
Sector.
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4
Item 10. Executive Compensation
Summary Compensation
The following table sets forth the cash compensation paid to the Chief
Executive Officer and the four most highly compensated executive officers of the
Company whose salary and bonus exceeded $100,000 for all services to the Company
in the years ended December 31, 1999, 1998, and 1997.
SUMMARY COMPENSATION TABLE
Annual Compensation
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Name and Principal Position Year Salary Bonus
$(1) $(2)
- --------------------------------------------------------------------------------
Frederick Hayes-Roth, Chair, CEO(3) 1999 247,297 89,547
Frederick Hayes-Roth, Chair, CEO 1998 230,123 148,329
Frederick Hayes-Roth, Chair, CEO 1997 208,084 96,769
Neil Jacobstein, Chair, CEO(4) 1999 162,770 64,891
Neil Jacobstein, Pres, COO 1998 152,784 97,585
Neil Jacobstein, Pres, COO 1997 134,692 63,664
Benedict O'Mahoney, VP Adm&Legal 1999 107,086 36,710
Benedict O'Mahoney, VP Adm&Legal 1998 93,608 16,700
Benedict O'Mahoney, VP Adm&Legal 1997 77,745 19,547
Dennis Bugbee, Dir. of Finance 1999 116,383 12,843
Dennis Bugbee, Dir. of Finance 1998 109,172 9,000
Dennis Bugbee, Dir. of Finance 1997 98,635 7,500
- --------------------------------------------------------------------------------
(1) Includes 401(k) deferred compensation and 5% Company matching provision.
(2) The bonuses set forth in this column are generally paid after the
conclusion of the annual audit following the year to which they relate.
(3) Dr.Hayes-Roth resigned his positions as Chairman and CEO of Teknowledge
on November 22, 1999, but retained his position as Chief Scientist in a
part-time capacity.
(4) Mr. Jacobstein was elected Chairman of the Board and Chief Executive
Officer on November 22, 1999.
Stock Option Grants and Exercises
The following tables set forth information regarding the value of
options held by the executive officers named in the Summary Compensation Table
at December 31, 1999. A total of 337,600 options were granted to employees in
1999.
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR(1)
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Number of % of Total Options
Securities Granted to Employees
Underlying in Fiscal Year Exercise or
Options Granted (%) Base Price Expiration
Name (#) ($/Sh) Date
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Frederick Hayes-Roth, Chair, CEO - - - -
- --------------------------------------------------------------------------------------------------------------------
Neil Jacobstein, Chair, CEO - - - -
- --------------------------------------------------------------------------------------------------------------------
Benedict O'Mahoney, VP Adm&Legal 27,000 8% 3.81 11/23/09
- --------------------------------------------------------------------------------------------------------------------
Dennis Bugbee, Dir. of Finance 20,000 5.9% 3.81 11/23/09
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Generally, the right to exercise an option under the Company's 1998
Stock Option Plan (the "Option Plan") vests in quarterly increments
over a four-year period commencing on the date of grant. The Option
Plan permits the grant of both incentive stock options within the
meaning of Section 422 of the Internal Revenue Code, as amended, and
nonstatutory stock options. The exercise price of incentive stock
options must at least equal the fair value of the Common Stock of the
Company on the date of grant. The exercise price of nonstatutory stock
options must equal at least 85% of the fair market value of the Common
Stock of the Company on the date of grant. The exercise price of
incentive stock options or nonstatutory stock options granted to any
person who at the time of grant owns stock representing more than 10%
of the voting power of all classes of stock of the Company or any
parent or subsidiary corporations must be at least 110% of the fair
market value of the Common Stock on the date of grant and term of such
options cannot exceed ten years.
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5
<TABLE>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION VALUE
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Value of Unexercised
Number of In-the-Money Options
Securities at FYE
Shares Underlying (Exercisable/
Acquired Value Unexercised Options Unexercisable)
Name on Exercise Realized at FYE (2)
(#) (1) (Exercisable/
Unexercisable)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Frederick Hayes-Roth, Chair, CEO(3) 306,296 $1,149,249 -/- -/-
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Neil Jacobstein, Chair, CEO (4) 15,722 $52,896 390,854/- $1,407,074/-
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Benedict O'Mahoney, VP Adm&Legal 11,250/40,750 $22,500/$22,000
- ----------------------------------------------------------------------------------------------------------------------
Dennis Bugbee, Dir. of Finance - - 6250/33,750 $10,000/$22,000
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The value realized upon exercise is the difference between the
exercise price and the closing bid price at the close of business on
the date the stock is exercised.
(2) The value of unexercised in-the-money options is determined by
multiplying the number of shares under the option by the difference
between the December 31, 1999 bid price of $3.75 and the grant price.
Of the options granted to executives since the inception of the ISO
Plan, only the options granted in 1990 or later were in the money for a
total of 408,354 shares.
(3) Dr. Hayes-Roth resigned his positions as Chairman and CEO of
Teknowledge on November 22, 1999, but retained his position as
Chief Scientist in a part-time capacity.
(4) Mr. Jacobstein was elected Chairman of the Board and Chief Executive
Officer on November 22, 1999.
Directors' Compensation
Directors' Fees. Each non-employee member of the Board of Directors
receives cash compensation totaling $10,000, which are paid in quarterly
increments of $2,500. In addition to their regular compensation, directors are
entitled to be reimbursed for related travel, lodging, and other expenses in
attending board and committee meetings.
Directors' Option Plan. The Company maintains a stock option plan for
non-employee directors. The Directors' Option Plan, as amended at the 1995
Annual Meeting of Stockholders, provides that each Eligible Director shall be
granted, on the date such director becomes an Eligible Director, an initial
option to purchase 3,000 shares of Common Stock, and on the date of each annual
meeting thereafter, each continuing Eligible Director shall be granted an
additional option to purchase 3,000 shares of Common Stock. Options to purchase
62,000 shares of Common Stock have been granted since the inception of the
Directors' Option Plan and 38,000 shares remain to be granted.
Employment Arrangements
Neil Jacobstein, Chairman of the Board, Chief Executive Officer, and
President, has an employment agreement with the Company that provides for an
annual base salary of 195,000. The resolutions approved by the Compensation
Committee on November 22, 1999, include an incentive compensation plan with
target objectives established in the six strategic categories of cash flow,
profitability, bookings, e-Commerce products and services, special licensing
fees, and GlobalStake.com, which will be determined and assessed by the Board of
Directors to a maximum of 120% of his annual base salary. Mr. Jacobstein is also
eligible for a possible bonus up to $120,000 as a consequence of his having
taken over the position of Chief Executive Officer of the Company, to be earned
in monthly increments from December 1999 through May 22, 2000. Mr. Jacobstein
has a severance package that entitles him to severance benefits equal to his
most recent twelve-month salary and bonus; except in the event of a change of
control, defined as any consolidation or merger of the Company, in which the
Company is not the continuing or surviving corporation, Mr. Jacobstein will be
entitled to severance benefits to include: (i) full accrued salaries and
vacation pay, (ii) accrued incentive compensation awarded or determined to be
awarded by the Board of Directors, (iii) insurance coverage, (iv) retirement
benefits and (v) a lump sum severance payment equal to two times total cash
compensation.
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6
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information concerning the
beneficial ownership of Common Stock as of April 26, 2000 by persons known to
the Company to own beneficially more than 5% of the Common Stock, by each of the
directors of the Company, by each of the executive officers named in the Summary
Compensation Table, and by all directors and executive officers of the Company
as a group.
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Name and Address of Common Stock Owned
Beneficial Owner Beneficially(i) Percent of Class
-----------------------------------------------------------------------------
Mark J. Hanna 267,607(2) 5.1%
327 Plaza Real, Suite 319
Boca Raton, FL 33432
Dennis A. Bugbee(1) 53,682(3) 1.0%
Larry E. Druffel(1) 9,000(4) *
Frederick Hayes-Roth 542,552(5) 10.2%
1810 Embarcadero Road
Palo Alto, CA 94303
Neil A. Jacobstein(1) 680,864(6) 12.0%
Robert T. Marsh(1) 19,000(7) *
Benedict O'Mahoney(1) 14,500(8) *
James C. Workman(1) 19,000(9) *
All Directors and Executive
Officers of the Company
as a Group (6 Persons) 796,046(10) 13.8%
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(i) All share numbers have been adjusted to give effect to a one-for-five
reverse stock split on December 22, 1998
* Less than 1%
(1) The address of all directors and executive officers is the Company's
Executive Offices located at 1810 Embarcadero Road, Palo Alto,
California 94303.
(2) The information concerning the Common Stock owned beneficially by
Mark J. Hanna was obtained from a Schedule 13D filed with the
Securities and Exchange Commission on August 29, 1997.
(3) Includes 7,500 shares, which may be purchased upon the exercise of
employee stock options that are currently exercisable or will become
exercisable within 60 days of April 26, 2000.
(4) Includes 9,000 shares, which may be purchased upon the exercise of
director stock options that are currently exercisable or will become
exercisable within 60 days of April 26, 2000.
(5) Dr. Hayes-Roth resigned his positions as Chairman and CEO of
Teknowledge on November 22, 1999. The information concerning the Common
Stock owned beneficially by Dr. Hayes-Roth was obtained from a Form 4
filed with the Securities and Exchange Commission on March 28, 2000.
(6) Includes 390,854 shares, which may be purchased upon the exercise of
employee stock options that are currently exercisable or will become
exercisable within 60 days of April 26, 2000. Includes 18,000 shares
owned by Mr. Jacobstein's spouse; however, Mr. Jacobstein disclaims
beneficial ownership.
(7) Includes 19,000 shares, which may be purchased upon the exercise of
director stock options that are currently exercisable or will become
exercisable within 60 days of April 26, 2000.
(8) Includes 13,750 shares, which may be purchased upon the exercise of
employee stock options that are currently exercisable or will become
exercisable within 60 days of April 26, 2000.
(9) Includes 15,000 shares, which may be purchased upon the exercise of
director stock options that are currently exercisable or will become
exercisable within 60 days of April 26, 2000. Mr. Workman's spouse owns
4,000 shares beneficially.
(10) Includes options for 453,854 shares, which are currently exercisable
or will become exercisable within 60 days of April 26, 2000.
<PAGE>
7
Item 12. Certain Relationships and Related Transactions
None.
Item 13. Exhibits and Reports on Form 8-K
(a)(1) and (2): Financial Statements and Financial Statement Schedules
Reference is made to the Index to Financial Statements preceding the
consolidated financial statements included in response to Part II, Item 7 of
this annual report for a list of all financial statements filed.
(a)(3): Exhibits
Set forth below is a list of all exhibits filed herewith or
incorporated by reference as part of this Annual Report on Form 10-KSB.
Exhibit No. Description
3.1 Amended and Restated Certificate of Incorporation of
Teknowledge Corporation (4)
3.2 Amended and Restated Bylaws of Teknowledge Corporation (4)
3.3 Certificate of Designation, Preferences and Rights of the
Terms of the Series A Preferred Stock (2)
4.1 Rights Agreement dated January 29, 1996 between the Company
and Registrar and Transfer Company as Rights Agent (2)
10.1 Stock Option Agreement between the Company and Frederick
Hayes-Roth, dated November 29, 1993 (5)
10.2 Stock Option Agreement between the Company and Neil
Jacobstein, dated November 29, 1993 (5)
10.3 Stock Option Agreement between the Company and Frederick
Hayes-Roth, dated April 1, 1994 (5)
10.4 Stock Option Agreement between the Company and Neil
Jacobstein, dated April 1, 1994 (5)
10.5 Change of Control Agreement, dated November 21, 1994, between
the Company and Frederick Hayes-Roth and Neil Jacobstein (1)
10.6 Stock Option Agreement between the Company and Frederick
Hayes-Roth, dated March 30, 1995 (5)
10.7 Stock Option Agreement between the Company and Neil
Jacobstein, dated March 30, 1995 (5)
10.8 Teknowledge Corporation 1998 Stock Option Plan (3)
10.9 Executive Compensation Plan, adopted by resolution of the
Company's Compensation Committee, dated November 22, 1999
10.10 Contract Agreement with GlobalStake.com, dated
November 22, 199
23.1 Consent of Arthur Andersen LLP, independent public
accountants
27 Financial Data Schedule
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8
References
(1) Filed as an Exhibit to the Company's Annual Report on Form 10-KSB,
for the fiscal year ended December 31, 1994.
(2) Filed as an Exhibit to the Company's Current Report on Form 8-K
dated February 12, 1996, related to the adoption of a 12(g)
Shareholder Rights Agreement dated January 29, 1996.
(3) Filed as an Exhibit to the Company's Quarterly Report on Form
10-QSB, for the quarter ended June 30, 1998.
(4) Filed as an Exhibit to the Company's Annual Report on Form 10-KSB,
for the fiscal year ended December 31, 1998.
(5) Filed as an Exhibit to the Company's Quarterly Report on Form
10-QSB, for the quarter ended June 30, 1999.
(b) Reports on Form 8-K
None.
(c) Exhibits
Reference is made to the response to Item 13(a)(3) above for a list of
all exhibits filed herewith or incorporated by reference as part of this Annual
Report on Form 10-KSB. Reference is also made to the Exhibit Index forming part
of this Annual Report on Form 10-KSB.
(d) Financial Statement Schedules
Reference is made to the response to Item 13(a)(1) and (2) above with
regard to the financial statement schedules filed as part of this Annual Report
on Form 10-KSB.
For the purposes of complying with the amendments to the rules
governing Form S-8 (effective July 13, 1990) under the Securities Act of 1933,
the undersigned registrant hereby undertakes as follows, which undertaking shall
be incorporated by reference into registrant's Registration Statements on Form
S-8 Nos. 33-27291, 33-77874, 33-78984, 33-82720, 333-00261, and 333-67623.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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 person
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>
9
SIGNATURES
In accordance with 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.
Teknowledge Corporation
Date: April 26, 2000 By: /s/ Neil A. Jacobstein
------------------------
Neil A. Jacobstein
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Name Capacity Date
---- -------- ----
/s/ Neil A. Jacobstein Chairman of the Board April 26, 2000
- ------------------------------ of Directors, President &
Neil A. Jacobstein Chief Executive Officer
(Principal Executive
Officer)
/s/ Dennis A. Bugbee Director of Finance, April 26, 2000
- ------------------------------ Treasurer and Secretary
Dennis A. Bugbee (Principal Financial and
Accounting Officer)
/s/ Lawrence Druffel Director April 26, 2000
- ------------------------------
Lawrence Druffel
/s/ Benedict O'Mahoney Director, Vice President, April 26, 2000
- ------------------------------ Administration and
Benedict O'Mahoney Legal Affairs
/s/ General Robert T. Marsh Director April 26, 2000
- ------------------------------
General Robert T. Marsh (Ret.)
/s/ James C. Workman Director April 26, 2000
- ------------------------------
James C. Workman
