<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1998.
[_] 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 0-19386
FISCHER IMAGING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-2756787
(State of incorporation) (I.R.S. Employer Identification No.)
12300 North Grant Street
Denver, Colorado 80241
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 452-6800
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, Par Value $0.01
Per Share
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 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.
The aggregate market value of the common equity held by non-affiliates of
the Registrant as of March 1, 1999 was approximately $10,789,000.
The number of shares of Registrant's Common Stock on March 1, 1999 was
7,029,000.
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<PAGE>
The undersigned registrant hereby amends its Annual Report on Form 10-K as
set forth in the pages attached hereto:
Part III
The following information hereby supplements and amends Part III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
MEMBERS OF THE BOARD OF DIRECTORS
The Board of Directors consists of three classes of directors, each class
serving for a three-year term ending in successive years. The authorized number
of directors is currently six. The Class II directors, whose terms will expire
at the 1999 Annual Meeting, are David G. Bragg, M. D., and Thomas J. Cable. The
Class III directors, whose terms will expire at the 2000 Annual Meeting, are
Morgan W. Nields and Kinney L. Johnson. The Class I directors, whose terms will
expire at the 2001 Annual Meeting, are Kathryn A. Paul and R. John Fletcher.
The following table lists the members of the Board of Directors and their
ages, positions with the Company, terms of office and the years they were first
elected as directors:
<TABLE>
<CAPTION>
Position with the Director
Name Age Company Since
------------------------------------------------ ------ ------------------------- --------
<S> <C> <C> <C> <C>
Class II Nominees For a Three Year Term Expiring in 2002:
David G. Bragg, M.D. 65 Director 1985
Thomas J. Cable 59 Director 1984
Class III Directors Whose Terms Expire in 2000:
Morgan W. Nields 53 Chairman of the Board and 1973
Chief Executive Officer
Kinney L. Johnson 55 Director 1973
Class I Directors Whose Terms Expire in 2001:
Kathryn A. Paul 52 Director 1998
R. John Fletcher 53 Director 1998
</TABLE>
David G. Bragg, M.D. has been a director of the Company since 1985. Dr.
Bragg is Professor Emeritus and former Chairman of the Department of Radiology,
University of Utah School of Medicine, with which he has been affiliated since
1970. He is also currently Special Assistant to the Director, Diagnostic
Imaging Program of the National Cancer Institute, a member of the American Board
of Radiology, and a director of the American Investment Bank, N.A. Dr. Bragg is
a member of the Audit Committee of the Board of Directors.
Thomas J. Cable has been a director of the Company since 1984. Mr. Cable
founded and has been general partner of Cable & Howse Ventures, Inc., a venture
capital firm, since 1977. He is also a director of EndoSonics Corporation,
Ostex International Corporation and Mycogen Corporation. Mr. Cable is a member
of the Compensation Committee of the Board of Directors.
Morgan W. Nields has served as Chief Executive Officer and Chairman of the
Board since the Company's incorporation in 1973 and served as President from
August 1990 until December 1992. Mr. Nields is a Director and member of the
Board of Governors of the National Electrical Manufacturers Association (NEMA).
He is also a director of Breast Health Care Management, Inc. He holds a BA
degree from Williams College and an MBA from the Amos Tuck School of Business
Administration at Dartmouth College.
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Kinney L. Johnson has been a director of the Company since 1973 and was
actively involved with the management of the Company from 1973 through February
1985. Mr. Johnson serves as a principal at Sequel Venture Partners, a venture
capital firm located in Boulder, Colorado, a position he has held since 1997,
and was a principal at Capital Health Venture Partners from 1985 to 1997. Mr.
Johnson is a member of the Audit Committee of the Board of Directors.
Kathryn A. Paul has been a director since March 1998. Ms. Paul began her
career with Kaiser Permanente in 1970, and has held a variety of management
positions since that time, including serving as Senior Vice President and
Regional Manager, Kaiser Permanente Ohio Region from 1986 to 1994, President of
the Colorado and Kansas City regions from 1994 to 1996, President of Kaiser
Permanente's Rocky Mountain Division from 1996 to March 1999 and, since March
1999, President Group Operations West, with responsibility for Kaiser Permanente
operations in Colorado, Hawaii, Seattle, Portland, and Kansas City. Ms. Paul
is also Chairperson of the Board of Directors of the Federal Reserve Board of
Denver, and serves on the boards of a variety of civic and charitable
organizations. She is a member of the Compensation Committee of the Board of
Directors.
R. John Fletcher has been a director since June 1998. Mr. Fletcher serves
as Chief Executive Officer of Boston-based Fletcher Spaght, Inc., a strategic
consulting firm which specializes in health care and high technology companies,
a position he has held since 1983. From 1977 to 1983, he was with The Boston
Consulting Group, Inc. and from 1975 to 1977, served on the faculty of The
Wharton School in Philadelphia. Mr. Fletcher is also a director of Nitinol
Medical Technologies, and AutoImmune.
Compensation of Directors
All nonemployee directors of the Company are reimbursed for expenses
incurred for attendance at meetings of the Board of Directors and each receives
an annual director's fee of $10,000.
Pursuant to the Director Plan, which was adopted in 1993 and amended in
1998, and which is administered by the Board of Directors, a director who is not
an employee of the Company automatically receives a grant of options to purchase
5,000 shares of Common Stock upon his or her election to the Board of Directors,
plus an additional grant of options to purchase 5,000 shares on each February
26th thereafter (if the person remains a director on such date). Members of the
Board of Directors serving on the Compensation and Audit Committees receive
additional options to purchase 1,000 shares of Common Stock upon election to
these committees and each February 26th thereafter. The options automatically
granted under the Director Plan have an exercise price equal to the fair market
value of the Common Stock on the date of grant, are immediately exercisable and
expire ten years from their date of grant. If a person ceases to be a director
for any reason other than death or disability, the options remain exercisable
for a period equal to the director's length of service, but not less than one
year and not greater than five years. If the event of death or disability, the
options remain exercisable for a period of twelve months, but in no event beyond
ten years from the date of grant. A total of 300,000 shares of Common Stock has
been reserved for issuance under the Director Plan. As of December 31, 1998,
options to purchase 89,000 shares of Common Stock were outstanding under the
Director Plan at an average price of $4.20 per share.
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EXECUTIVE OFFICERS
The current executive officers of the Company, who serve at the pleasure of
the Board of Directors, are as follows:
Name Age Position with Company
-------------------- --- -------------------------------
Morgan W. Nields 53 Chairman of the Board and Chief
Executive Officer
Anthony G. DeCarolis 52 Vice President, Sales,
Marketing, and Service
William C. Fee 49 Vice President,
Finance/Corporate Secretary
Mike Tesic, Ph. D. 61 Vice President, Engineering
Biographical information regarding Mr. Nields is set forth above under the
heading "Directors."
Anthony G. DeCarolis joined the Company in May 1995 as Vice President of
Sales and became Vice President, Sales and Marketing shortly thereafter. Mr.
DeCarolis assumed responsibility for Service operations in September 1996. Prior
to joining the Company, Mr. DeCarolis served in national sales management
positions for Toshiba America Medical Systems from 1989 to March 1995 and in
management positions at General Electric Company from 1985 to 1989. He has been
involved in diagnostic medical imaging since 1981. Mr. DeCarolis holds a BS
degree from the University of Pittsburgh.
William C. Fee joined the Company in August 1995 as its Controller, and was
appointed Vice President, Chief Accounting Officer in June 1997. He was
appointed Corporate Secretary in August 1998 and Vice President, Finance in
March 1999. Prior to joining the Company, Mr. Fee was Controller for Neodata
Services, Inc., a direct marketing and fulfillment company, from December 1993
to July 1995. From 1988 to 1993, Mr. Fee served as Vice President of Finance for
a privately-held defense contractor and Controller of a start-up biotechnology
company. From 1978 to 1988, Mr. Fee held a variety of financial management
positions with AlliedSignal Inc. Mr. Fee began his career with Ernst & Young,
where he was a member of the audit staff from 1971 to 1978. Mr. Fee holds a BA
degree in Accounting and an MBA from Michigan State University.
Dr. Tesic joined the Company in November 1993 as Vice President,
Engineering. Prior to joining the Company, Dr. Tesic served as Vice President of
Engineering and Strategic Development of Lunar Corporation, a medical capital
equipment manufacturer, from January 1992 to November 1993. Dr. Tesic was also
previously Manager of Research and Development for Varian Corporation's Magnetic
Resonance Spectroscopy business from July 1986 to January 1992 and, prior to
that, held several management positions with Picker International. Dr. Tesic
holds a Ph.D. degree in physics from Case Western Reserve University.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company's officers and directors and persons who are beneficial owners
of more than 10% of the Company's Common Stock ("10% beneficial owners") are
required to file reports of their holdings and transactions in the Company's
Common Stock with the SEC and the Nasdaq Stock Market and to furnish the Company
with copies of such reports.
Based solely upon its review of the reports it has received and upon
written representations it has obtained from these persons, the Company believes
that the Company's officers, directors and 10% beneficial owners have complied
with all such filing requirements with respect to 1998 except as set forth in
this paragraph. During 1998, a late Form 4 was filed on behalf of Mr. Johnson
and late Form 3's were filed on behalf of Ms. Paul and Mr. Fletcher at the time
of their election as members of the Company's Board of Directors.
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ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the compensation to the Company's Chief
Executive Officer and the Company's executive officers whose salary and bonus
exceeded $100,000 for services rendered during the fiscal years ended December
31, 1998, 1997, and 1996:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Compensation
Awards
----------------
Annual Compensation # of Securities All Other
--------------------- Underlying Compen-
Name and Principal Position Year Salary(1) Bonus Options (2) sation (3)
- --------------------------- ---- ----------- ------- ---------------- ---------
<S> <C> <C> <C> <C> <C>
Morgan W. Nields 1998 $239,970 $ 0 25,000 $75,750
Chairman of the Board 1997 234,018 0 25,000 75,750
Chief Executive Officer 1996 214,709 0 125,000 75,750
Anthony G. DeCarolis 1998 152,266 35,000 20,000 0
Vice President, Sales and 1997 141,362 70,000 20,000 0
Marketing 1996 133,699 45,504 76,000 0
William C. Fee 1998 114,380 24,000 20,000 0
Vice President, Finance/ 1997 102,705 20,000 30,000 0
and Secretary 1996 93,273 0 14,000 0
Mike Tesic, Ph.D. 1998 164,845 16,875 20,000 21,577
Vice President, Engineering 1997 158,894 40,000 20,000 21,577
1996 152,622 0 76,000 21,577
</TABLE>
(1) The amount includes payouts, if any, for excess accrued vacation.
(2) Included in the 1996 option awards are options repriced during the year
(100,000 as to Mr. Nields, 56,000 as to each of Messrs. DeCarolis and Tesic
and 4,000 as to Mr. Fee). The 1998, 1997, and the remainder of the 1996
option awards represent new options granted during the respective years.
(3) These amounts principally represent the premiums paid under "split-dollar"
life insurance on behalf of certain officers under which the Company will be
reimbursed for premiums paid upon the officer's death. The executive
receives no ownership in the portion of cash surrender value representing
premiums paid under the policies until retirement, and then only if minimum
service requirements have been met.
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OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information with respect to
individual grants of stock options to the Company's Named Executive Officers
during the fiscal year ended December 31, 1998:
<TABLE>
<CAPTION>
Percent of
Number of Total
Securities Options Potential Realizable Value at
Underlying Granted to Exercise or Assumed Annual Rates of
Options Employees Base Price Expiration Stock Price Appreciation for
Name Granted (#)(1) in 1998 ($ / Share) Date Option Term (2)
- -------------------------------------- ----------- ------------ ------------ ---------------------------------
At 5% ($) At 10% ($)
---------------------------------
<S> <C> <C> <C> <C> <C> <C>
Morgan W. Nields 25,000 15.4% $4.000 6/12/08 $62,889 $159,374
Anthony G. DeCarolis 20,000 12.3% 4.000 6/12/08 50,312 127,499
William C. Fee 20,000 12.3% 4.000 6/12/08 50,312 127,499
Mike Tesic 20,000 12.3% 4.000 6/12/08 50,312 127,499
</TABLE>
(1) Options granted to executive officers in 1998 vest in equal monthly
increments over a four year period, except that the initial 25% vests in its
entirety only after one year.
(2) Potential realizable values are reported net of the option exercise price,
but before taxes associated with the exercise of the option. These amounts
are based on the total of all option grants to the executive for the year
and upon the assumed rates of appreciation over the 10 year option term.
Actual gains, if any, on stock option exercises are dependent on the future
performance of the Common Stock, as well as the option holder's continued
employment through the vesting period. The amounts reflected in this table
may not necessarily be achieved.
AGGREGATED STOCK OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END STOCK OPTION VALUES
The table below sets forth information concerning exercises of stock
options during 1998 and the value of stock options held at the end of the fiscal
year ended December 31, 1998 by the Company's Named Executive Officers:
<TABLE>
<CAPTION>
# of Securities Underlying Value of Unexercised
# of Shares Value Realized Unexercised Options In-the-Money Options
Acquired (market price at December 31, 1998 at December 31, 1998 (1)
on at exercise, less -------------------------- --------------------------
Name Exercise exercise price) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ----------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Morgan W. Nields 0 $ 0 127,917 132,083 $ 0 $ 0
Anthony G. DeCarolis 0 0 51,834 84,166 0 0
William C. Fee 0 0 27,167 41,833 0 0
Mike Tesic 0 0 54,334 81,666 0 0
</TABLE>
(1) Based on the closing stock price at December 31, 1998 of $2.125 per share,
as reported on the Nasdaq Stock Market, less exercise price.
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RETENTION BONUS PLAN
In December 1995, the Board of Directors adopted a Retention Bonus Plan
(the "Retention Plan"). Under the Retention Plan, all employee options to
purchase shares of Common Stock will vest immediately and the Company make
payments to executive officers and other key employees of the Company (the
"Participants") in the event of a change of control of the Company. A "change
of control" under the Retention Plan is defined to occur upon the acquisition of
35% or more of the Company's outstanding Common Stock by a single person or
group, the occurrence of specified changes in the composition of the Board of
Directors within specified time periods, a consolidation or merger in which the
Company is not the surviving corporation, the sale or other transfer of 50% or
more of the assets or earnings power of the Company, the adoption of a plan of
liquidation or dissolution of the Company, or certain other similar events.
Payments made to a Participant under the Retention Plan will not exceed an
amount equal to his or her annual base salary in effect immediately prior to the
change of control. The Participants, who presently include the executive
officers of the Company, are selected by the Board of Directors, which may
select additional Participants in the future.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of April 16, 1999,
with respect to the beneficial ownership of the Company's Common Stock by (i)
each stockholder known by the Company to be the beneficial owner of more than 5%
of the Company's Common Stock; (ii) each director and director nominee of the
Company; (iii) the Company's Chief Executive Officer and those executive
officers of the Company other than the Chief Executive Officer whose salary and
bonus exceeded $100,000 as of the end of the Company's fiscal year; and (iv) all
directors and executive officers as a group.
<TABLE>
<CAPTION>
Shares Beneficially
Owned(1)
------------------------------
Name and Address of Beneficial Owner Number Percentage
-------------------------------------------- --------- ------------
<S> <C> <C>
GE Medical Systems, a division of
General Electric Company 506,667 (2) 6.7%
P. O. Box 414
Milwaukee, Wisconsin 53201
Dimensional Fund Advisors Inc. 440,100 (3) 6.3
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Arnold H. Snider 400,000 (4) 5.7
Deerfield Capital L.P. and Deerfield Partners, L. P. (4) (5)
450 Lexington Avenue, Suite 1930
New York, NY 10017
Directors and officers:
Morgan W. Nields 1,151,341 (5) 16.1
12300 North Grant St.
Denver, CO 80241
Kinney L. Johnson 259,500 (6) 3.7
David G. Bragg, M.D. 22,000 (7) *
Thomas J. Cable 31,064 (8) *
R. John Fletcher 12,000 (9) *
Kathryn A. Paul 10,000 (10) *
Anthony G. DeCarolis 73,542 (11) 1.0
William C. Fee 59,123 (12) *
Mike Tesic 66,958 (13) *
All directors and executive officers
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
as a group (10 persons) 1,685,528 (14) 22.7%
* Less than 1%
</TABLE>
(1) This table is based upon information supplied by officers and directors and
Schedules 13G filed by principal stockholders with the Securities and
Exchange Commission (the "SEC") in February 1999. Unless otherwise noted,
each person identified possesses sole voting and investment power with
respect to the shares listed. A beneficial owner is any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has or shares voting power or investment power
over the shares. Number of shares includes all shares underlying options
that will be exercisable prior to June 16, 1999.
(2) Represents 506,667 shares of Series D Convertible Preferred Stock
("Preferred Stock") that are immediately convertible into 506,667 shares of
Common Stock at the option of their holder. Until converted, the Preferred
Stock is non-voting, except as required by law.
(3) Based upon the Schedule 13G filed with the SEC on February 11, 1999,
Dimensional Fund Advisors Inc. ("DFAI") has sole voting and investment
power over 440,100 shares. The reported shares are owned by advisory
clients of DFAI; DFAI disclaims beneficial ownership of all reported
shares.
(4) Based upon the joint Schedule 13G filed with the SEC on February 3, 1999,
Arnold H. Snider has shared voting and investment power over 400,000
shares, Deerfield Capital, L.P. and Deerfield Partners, L.P. have shared
voting and investment power over 326,000 shares and Deerfield Management
Company and Deerfield International Limited have shared voting and
investment power over 74,000 shares.
(5) Includes 170,523 and 118,943 shares held by The Robert L. Nields Trust and
the Florence Wesson Nields Irrevocable Trust, respectively. Mr. Nields is a
co-trustee and a beneficiary of both trusts and exercises shared voting and
investment power as to such shares. Mr. Nields disclaims beneficial
ownership of the shares held by both trusts except to the extent of his
proportionate interest as beneficiary of the trusts. The amount shown also
includes 143,698 shares that may be purchased pursuant to options
exercisable prior to June 16, 1999.
(6) Includes 25,000 shares that may be purchased pursuant to options
exercisable prior to June 16, 1999.
(7) Represents 22,000 shares that may be purchased pursuant to options
exercisable prior to June 16, 1999.
(8) Includes 28,000 shares that may be purchased pursuant to options
exercisable prior to June 16, 1999.
(9) Represents 12,000 shares that may be purchased pursuant to options
exercisable prior to June 16, 1999.
(10) Represents 10,000 shares that may be purchased pursuant to options
exercisable prior to June 16, 1999.
(11) Includes 66,542 shares that may be purchased pursuant to options
exercisable prior to June 16, 1999.
(12) Includes 36,646 shares that may be purchased pursuant to options
exercisable prior to June 16, 1999.
(13) Represents 66,958 shares that may be purchased pursuant to options
exercisable prior to June 16, 1999.
(14) Includes 410,844 shares that may be purchased pursuant to options
exercisable prior to June 16, 1999.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's Thornton headquarters and manufacturing facility is leased
from a partnership whose general partners are Morgan W. Nields, Chief Executive
Officer and Chairman of the Company, and Kinney L. Johnson, a member of the
Company's Board of Directors, under a lease effective August 1, 1992, which
expires July 31, 2012. The lease requires the Company to pay all taxes,
insurance, operating and maintenance expenses for the facility, and provides for
an annual base rent which is subject to adjustment at the beginning of the 8th,
13th and 18th lease year based on the then current market rent for similar
premises, provided the base rent may not be increased at any one time by more
than 7%. The Company made total lease payments of $744,000 in 1998.
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The foregoing lease was approved by a majority of the Company's
disinterested directors at the time it was entered into by the Company. The
Company believes that this lease was entered into for bona fide business
purposes and was on terms no less favorable to the Company than could have been
obtained from unaffiliated third parties.
As of December 31, 1998, GE Medical Systems ("GEMS"), a division of General
Electric Company, owned 1,333,333 shares of Series D Convertible Preferred
Stock, then representing an approximately 16% equity ownership interest in the
Company. By an agreement effective March 24, 1999, GEMS surrendered 826,666 of
Series D Convertible Preferred Stock in exchange for a non-exclusive right to
manufacture the Tilt-C system, which the Company has manufactured for GEMS since
1994. This represents a renegotiation of the Company's previous arrangement
with GEMS whereby GEMS would receive the Tilt C rights under certain
circumstances in exchange for 100% of its Series D Preferred Stock. In addition
to other terms, the agreement amends certain terms of the Company's Series D
Preferred Stock in the event of a change of control transaction. First, if a
change of control transaction occurs or the Company comes to an agreement to
effect a change of control transaction prior to March 24, 2000, then GEMS will
be entitled to $7.50 per share less the average closing price of a share of the
Company's common stock for the twenty trading days preceding March 24, 1999, on
each of the 826,666 shares surrendered pursuant to the agreement. Second, as to
the remaining 506,667 outstanding shares of Series D Preferred Stock, change of
control rights will expire on March 24, 2002. For these purposes, a change of
control transaction generally includes any transaction involving a transfer of
more than 50% of the combined voting power of the Company's capital stock or a
sale by the Company of all or substantially all of its assets to any one or more
of Picker International, Inc., Siemens Medical Systems, Toshiba America Medical
Systems, Inc., or Philips Medical Systems, or any affiliate thereof. In 1998,
the Company's sales to GEMS under an original equipment manufacturer contract
accounted for $3.4 million, or 5.9%, of the Company's total revenues.
During 1998, the Company invested $100,000 in Breast Health Management,
Inc. ("BHM"), a corporation formed in 1998 to develop and market office and
records management products and services for physicians offices conducting
breast healthcare procedures. The Company currently holds all of the non-voting
capital stock and two-thirds of the entire equity interest of BHM. In 1998 Mr.
Nields also invested a total of $50,000 in BHM. Mr. Nields is a director of
BHM, and holds all of the voting capital stock and one-third of the entire
equity interest of BHM.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
FISCHER IMAGING CORPORATION
By: /s/ William C. Fee
----------------------------------------
Date: May 7, 1999 William C. Fee
Chief Financial Officer and Principal
Accounting Officer
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