As filed with the Securities and Exchange Commission on August 18, 1999
--Registration No. 333-15081
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 To
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
IMATRON INC.
(Exact name of issuer specified in its charter)
New Jersey 94-2880078
- ---------------------------- ----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
389 Oyster Point Boulevard, South San Francisco, California 94080
- -------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
IMATRON INC. STOCK BONUS INCENTIVE PLAN, AS AMENDED
(Full Title of the Plan)
S. Lewis Meyer
President
Imatron Inc.
389 Oyster Point Boulevard
South San Francisco, California 94080
(650) 583-9964
(Name, address and telephone number of agent for service)
Copies to:
Roger S. Mertz, Esq.
Severson & Werson
One Embarcadero Center, 26th Floor
San Francisco, California 94111
(415) 398-3344
<PAGE>
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [ X ]
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities to Amount to Offering Aggregate Amount of
Be Be Price Per Offering Registration
Registered Registered Share(1) Price (1) Fee
- ------------- ---------- --------- --------- ------------
Common 1,000,000 $ 1.36 $1,360,000 $378.00
Stock No Shares
Par Value
- ------------------------------------------------------------------------------
(1) Estimated pursuant to Rule 457(c) and (h) solely for purposes of
calculating the amount of the registration fee, based upon the average of
the high and low sales prices of the Common Stock on August 16, 1999, as
reported on the NASDAQ National Market System.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Post-Effective Amendment No. 1 to Registration Statement No. 333-15081
on Form S-8 relates to the Imatron Inc. Stock Bonus Incentive Plan (the "Plan"),
which was adopted the Board of Directors of Imatron Inc. (the "Company") on May
29, 1987 and approved by the shareholders at the 1988 Annual Meeting. 1,200,000
shares of the Company's Common Stock were originally authorized for issuance
under the Plan, with no more than 400,000 shares available for issuance in any
single calendar year. The Stock Bonus Plan was adopted to reward participants
for past services and to encourage them to remain in the Company's service. The
Stock Bonus Plan was amended and restated by the Board in 1996, and is
administered by the Compensation Committee of the Board of Directors. The
Committee has exclusive authority to act on the following matters: selection of
the persons among the eligible participants (which consists of all employees,
including officers and directors of the Company, and consultants to the Company)
who are to participate in the Stock Bonus Plan; the determination of each
participant's stock bonus opportunity and actual bonus; changes in the Plan, and
all other actions the Committee deems necessary or advisable to administer the
Plan.
On March 26, 1999, the Board approved an increase from 1,200,000 to
2,200,000 shares. The shareholders voted to approve the increase in the Plan's
authorized shares at the 1999 Annual Meeting, held on June 18, 1999. This
Registration Statement covers the increase of 1,000,000 shares of Common Stock
issuable under the Plan, bringing the total number of authorized shares to
2,200,000.
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
Registration Statement.
(a) Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended;
(b) Registrant's quarterly reports on Form 10-Q for the fiscal
quarters ended March 31, 1999, June 30, 1999, and all other reports, if any,
filed by the Company pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 since the end of the fiscal year ended December 31, 1999;
(c) The description of Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission on August 12, 1983
under Section 12 of the Securities Exchange Act of 1934, including any amendment
or report filed for the purpose of updating such description.
(d) The description of Registrant's Common Stock contained in the
Registration Statement on Form S-8 filed with the Commission on October 30,
1996, Registration Statement No. 333-15081, under Section 12 of the Securities
Exchange Act of 1934, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereunder have been sold, or which deregisters all securities then
remaining unsold under this Registration Statement, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable; the class of securities to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IX of the Bylaws of the Company sets forth the extent to which
officers or directors of the Company may be indemnified against any liabilities
which they may incur. The general effect of such Bylaw provision is that any
person made a party to an action, suit or proceeding by reason of the fact that
he is or was a director, officer, employee or agent of the Company, or of
another corporation or other enterprise which he served as such at the request
of the Company, shall be indemnified by the Company against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by it in connection with such action, suit or proceeding, to
the full extent permitted under the laws of the State of New Jersey.
The general effect of the indemnification provisions contained in
Section 14A:3-5 of the New Jersey General Corporation Law is as follows: A
director or officer who, by reason of such directorship or officership, is
involved in any action, suit or proceeding (other than an action by or in the
right of the Company) may be indemnified by the Company against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interest of the Company, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful. A director or officer who, by reason of such directorship
or officership, is involved in any action or suit by or in the right of the
Company may be indemnified by the Company against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, except that no indemnification may be made in respect of any claim,
issue or matter as to which he shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Company unless
and only to the extent that a court of appropriate jurisdiction shall approve
such indemnification.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
Exhibit Description of Document
Number
- ------- -----------------------
4 Imatron Stock Bonus Incentive Plan, as amended.
5 Opinion of Counsel as to the legality of the securities being
registered
23.1 Consent of Independent Auditors
23.1(A) Consent of KPMG LLP
23.1(B) Consent of Ernst & Young LLP
23.2 Consent of Counsel. Reference is made to Exhibit 5.1
24 Power of Attorney
Item 9. UNDERTAKINGS.
A. Rule 415 Offering.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any Prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in the Registration Statement;
Provided, however, that paragraphs (A)(a)(i) and (A)(a)(ii) do not
apply if the information required or to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, 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 the initial bona
fide offering thereof.
(c) 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.
(d) To deliver or cause to be delivered with the Prospectus, to each
person to whom the Prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the Prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Exchange Act; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the Prospectus, to
deliver, or cause to be delivered to each person to whom the Prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the Prospectus to provide such interim financial information.
B. Filings Incorporating Subsequent Exchange Act Documents By Reference.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offering therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Filing of Form S-8 Registration Statement.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company 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, and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
IMATRON INC.
INDEX TO EXHIBITS FILED WITH
FORM S-8 REGISTRATION STATEMENT
1,000,000 Shares of Common Stock
Exhibit No. Description Page No.
- ---------- ----------- --------
4 Imatron Stock Bonus Incentive Plan, as amended. 6
5 Opinion of Counsel as to the legality of the 11
securities being registered
23.1 Consent of Independent Auditors 13
23.1(A) Consent of KPMG LLP
23.1(B) Consent of Ernst & Young LLP
23.2 Consent of Counsel.
Reference is made to Exhibit 5.1
24 Power of Attorney 16
Exhibit 4
EXHIBIT C
IMATRON INC. STOCK BONUS INCENTIVE PLAN
as amended through June 19, 1999
Date of Board Approval: May 29, 1987
Date of Shareholder Approval: February 1, 1988
Amendment Approved by the Board: March 26, 1999
Amendment Approved by the Shareholders: June 18, 1999
ARTICLE 1
ESTABLISHMENT AND PURPOSE
Imatron Inc. (the "Company") has adopted the Imatron Stock Bonus
Incentive Plan (the "Plan") as of May 29, 1987. The purpose of the Plan is to
provide selected employees with stock bonus awards ("Bonus Shares") to reward
them for past services and to encourage them to remain in the Company's service
as well as providing the Company with a valuable tool for the recruitment and
retention of managers and employees of outstanding ability.
ARTICLE 2
ADMINISTRATION
The Plan shall be administered by the Compensation Committee of the
Board of Directors (the "Committee"), which has been authorized to act on behalf
of the Company. The Committee shall determine the meaning and application of the
provisions of the Plan. Subject to the terms of the Plan, the Committee shall
have the exclusive authority to act on the following matters: (a) Selection of
the employees, including officers, and consultants who are to become
Participants; (b) The determination of each Participant's stock bonus award; (c)
Any waiver or change of the Plan's conditions; (d) The adoption, amendment or
rescission of rules, guidelines and forms relating to the Plan; and (e) Any
other actions the Committee deems necessary or advisable for the administration
of the Plan.
All decisions, interpretations and other actions of the Committee shall
be final and binding on all Participants and all persons deriving their rights
from a Participant. No member of the Committee shall be liable for any action he
or she has taken, or has failed to take, in good faith with respect to the Plan
or any bonus award. The Committee may delegate such ministerial actions as it
deems necessary or proper.
ARTICLE 3
ELIGIBILITY
The Participants shall be selected from time to time by the Committee
from those employees (including officers or directors) and consultants who, in
the opinion of the Committee, are in a position to contribute materially to the
attainment of the Company's financial objectives and managerial goals.
Participation may be based on the recommendations of the Company's officers,
subject to the Committee's approval. Such recommendations shall include a
recommendation as to the number of Bonus Shares that should be awarded to each
such individual. In selecting eligible employees and in determining the number
of Bonus Shares it wishes to award, the Committee shall consider the position
and responsibility of the eligible employees, the value of their service to the
Company and its subsidiary and such other factors as the Committee deems
pertinent.
ARTICLE 4
BONUS AWARDS
4.1 General. After an employee consultant has been selected as a Participant,
the Committee shall notify the Participant of his or her selection by letter
(the "Award Letter"). The Award Letter will advise the Participant of the number
of Bonus Shares awarded. A Participant will be entitled to receive a maximum
bonus of 40% of his or her salary. The intention of the Plan is to reward the
Participant for helping the Company meet its annual business plan goals through
a high level of goal oriented performance that is over and above the day-to-day
responsibilities expected of the Participant for which he or she is regularly
paid a salary. 4.2 Payment. The Committee shall determine the Participant's
actual stock bonus award (if any) and such bonus shall be awarded from time to
time within the Committee's discretion, with the shares to be issued as soon as
practicable thereafter to all Participants receiving stock valued at less than
$3,000 and within 60 days thereafter for all others to minimize the market
impact of such issuance. Distributions of Bonus Shares may be made from
authorized but unissued shares. All authorized and unissued shares issued as
Bonus Shares shall be fully paid and nonassessable shares and free from
preemptive rights. 4.3 Termination of Services. No Participant shall be eligible
to receive a bonus award unless such Participant is either employed by the
Company or providing consulting services to the Company at the time of the Bonus
Award. 4.4 Death, Disability or Retirement. In the event that a Participant
ceases to be an employee or service provider by reason of death, disability or
retirement or for any other reason, the Committee, in its sole discretion, may
award a partial bonus to the Participant (or, in the event of the Participant's
death, to his or her Beneficiary). Payment shall be made to the Participant (or
his or her Beneficiary as the case may be) according to Article 4(2).
4.5 Withholding Taxes. Participants shall be obligated to satisfy all
federal and state tax withholding obligations arising from the award of Bonus
Shares.
4.6 Nontransferability of Rights. Any right to a stock bonus payment
under the Plan shall be nontransferable, except that such right may be
transferred to a Beneficiary upon a Participant's death, as provided in Section
4.4. Any attempted alienation, assignment, pledge, hypothecation, attachment,
execution or similar process, whether voluntary or involuntary, with respect to
any such right shall be void and, at the Committee's option, shall cause such
right to be forfeited.
ARTICLE 5
STOCK SUBJECT TO THE PLAN
5.1 The total number of shares of the Company's Common Stock ("Common
Stock") which may be issued under the Plan shall not exceed 2,200,000 shares.
Provided in no event may the Company make more than 400,000 shares per year
available for issuance pursuant to bonus awards in any single fiscal year of the
Company. The Company shall, at all times while the Plan is in force, reserve
such number of Common shares as will be sufficient to satisfy the requirements
of the number of shares available for issuance under the Plan.
5.2 In the event the outstanding shares of Common Stock are increased
or decreased as a result of any stock split, stock dividend, recapitalization or
other similar change in corporate structure effected without the receipt of
consideration, or if the Common Stock is converted into other shares or
securities of the Company or any other corporation as a result of a merger,
reorganization, or other similar transaction, then appropriate adjustments shall
be made by the Committee to the class and/or number of shares which are
available for issuance under the Plan in order that there shall be no dilution
or enlargement of benefits hereunder.
ARTICLE 6
BENEFICIARY DESIGNATIONS
Upon commencement of participation, each Participant who is an employee
of the Company shall by virtue of his or her employment with the Company have
named beneficiaries for life insurance purposes under the Imatron insurance plan
that will be used for the same purpose under this Plan. Any Participant
including consultants may designate a new beneficiary by filing the prescribed
form with the Committee. If the participant has not named a beneficiary or if
none of the named beneficiaries is living when any payment is to be made, then
(a) the spouse of the deceased Participant shall be the beneficiary, or (b) if
the Participant has no spouse living at the time of such payment, the then
living children of the deceased Participant shall be the beneficiaries in equal
shares, or (c) if the Participant has neither spouse nor children living at the
time of such payment, the estate of the Participant shall be the beneficiary.
The Participant may change the designation of a beneficiary from time to time in
accordance with procedures established by the Committee. Any designation of a
beneficiary (or an amendment or revocation thereof) shall be effective only if
it is made in writing on the prescribed form and is received by the Company or
the Committee prior to the Participant's death.
ARTICLE 7
SHAREHOLDER RIGHTS
No Participant shall have any rights as a shareholder until such time
as any Bonus Shares are actually issued to such Participant.
ARTICLE 8
NO EMPLOYMENT RIGHTS
No provision of the Plan, nor any bonus opportunity established under
the Plan, shall be construed to give any person any right to remain in the
Company's service. The Company reserves the right to terminate any person's
service at any time, with or without cause.
ARTICLE 9
AMENDMENTS OR TERMINATION
The Company may amend, suspend or terminate the Plan at any time and
for any reason. Neither an amendment of the Plan nor the termination thereof
shall affect any Bonus Shares previously issued.
ARTICLE 10
CHOICE OF LAW
The Plan shall be construed in accordance with and governed by the laws
of the State of California.
ARTICLE 11
DEFINITIONS
11.1 "Bonus Center" means the work unit designated by the Committee
for purposes of determining performance goals.
11.2 "Bonus Shares" means the shares of the Company's Common Stock
issueable or issued under the Plan.
11.3 "Committee" means the Compensation Committee appointed by the
Company's Board of Directors.
11.4 "Company" means Imatron, Inc., a New Jersey Corporation.
11.5 "Disability" means that the Participant is unable to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which
has lasted, or can be expected to last, for a continuous period of not less than
12 months.
11.6 "Participant" means an employee or consultant who has been
selected for participation in the Plan.
11.7 "Retirement" means that the Participant has retired under a
qualified plan, if any, of the Company or is otherwise deemed to have retired by
the Committee.
ARTICLE 12
EXECUTION
To record the adoption of the Plan, as amended, in the form set forth
the Company has caused its duly authorized officers to execute this document.
Exhibit 5
SEVERSON & WERSON
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
ONE EMBARCADERO CENTER
SAN FRANCISCO, CALIFORNIA 94111
FAX (415) 956-0439
TELEPHONE (415) 398-3344
Roger S. Mertz
August 18, 1999
Imatron Inc.
389 Oyster Point Boulevard
South San Francisco, California 94080
Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by Imatron Inc. (the "Company") of a Post-Effective
Amendment No. 1 to registration statement on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission covering the offering of
1,000,000 shares of the Company's Common Stock (the "Shares") pursuant to the
Company's Stock Bonus Incentive Plan, as amended through June 19, 1999 (the
"Plan").
In connection with this opinion, we have examined and relied upon the
Registration Statement, the Plan, the Company's Certificate of Incorporation and
Bylaws, as amended, and such other records, documents, certificates, memoranda
and other instruments as in our judgment are necessary or appropriate to enable
us to render the opinion expressed below. We have assumed the genuineness and
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies thereof, and the due
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.
We do not hold ourselves out as experts in the laws of the State of New
Jersey and our opinion is based solely on a review of the New Jersey Business
Corporation Act, as reported in unofficial compilations.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares of Common Stock of the Company to be issued pursuant to
the terms of the Plan are validly authorized and, assuming: (a) no change occurs
in the applicable law or the pertinent facts; (b) the pertinent provisions of
such blue-sky and securities laws as may be applicable have been complied with;
and (c) the Shares are issued in accordance with the terms of the Plan, the
Shares of Common Stock issuable will be validly issued, fully paid and
nonassessable.
This opinion is intended solely for your benefit and is not to be made
available to or be relied upon by any other person, firm or entity without our
prior written consent.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
SEVERSON & WERSON
A Professional Corporation
By: /s/ Roger S. Mertz
-------------------------
Roger S. Mertz
RSM/ch
Exhibit 23.1(A)
Consent of Independent Auditors
To Board of Directors
Imatron Inc.:
We consent to incorporation by reference of our report dated February 12, 1999,
relating to the consolidated balance sheets of Imatron Inc. and subsidiary as of
December 31, 1998 and 1997, and the related consolidated statements of
operations, shareholders' equity, and cash flows for the years in the two-year
period ended December 31, 1998, and the related schedule, which report appears
in the December 31, 1998, annual report on Form 10-K of Imatron Inc.
/s/ KMPG LLP
- ------------
KPMG LLP
San Francisco, California
August 16, 1999
Exhibit 23.1(B)
Consent of Independent Auditors
To Board of Directors
Imatron Inc.:
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement on Form S-8 pertaining to the Imatron Inc. Stock
Bonus Incentive Plan of Imatron Inc. of our report dated February 14, 1997,
except for Note 17, as to which the date is April 10, 1998, with respect to the
consolidated financial statements of Imatron Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1998, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
- ---------------------
Ernst & Young LLP
San Francisco, California
August 16, 1999
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing of the Post-Effective Amendment No. 1 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 City of South San Francisco,
State of California, on August 18, 1999.
IMATRON INC.
By: /s/ S. Lewis Meyer
--------------------
S. Lewis Meyer
President and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Douglas P. Boyd and S. Lewis Meyer, or
either of them, his true and lawful attorney-in-fact, each with full power of
substitution for him in any and all capacities, 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, hereby ratifying and
confirming all that each of said attorneys-in-fact or their or his substitutes
or substitute, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ S. Lewis Meyer Chief Executive Office August 18, 1999
- ------------------ and Director
S. Lewis Meyer
/s/ Douglas P. Boyd Chairman of the Board August 18, 1999
- -------------------
Douglas P. Boyd
/s/ Gary H. Brooks Vice President Finance and August 18, 1999
- ------------------ Administration, Chief
Gary H. Brooks Financial Officer,
and Secretary
/s/ Terry Ross President and Director August 18, 1999
- --------------
Terry Ross
/s/John L. Couch Director August 18, 1999
- ----------------
John L. Couch
/s/ Aldo Test Director August 18, 1999
- -------------
Aldo Test
