UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
SCHEDULE 13D
-------------------------
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. __________)
Syntellect Inc.
(NAME OF ISSUER)
Common Stock, $.01 par value
(TITLE OF CLASS OF SECURITIES)
87161L105
(CUSIP NUMBER)
Mr. Parker Quillen
Quilcap Corp.
375 Park Avenue - Suite 1404
New York, NY 10152
(212) 521-5021
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Hank Gracin, Esq.
Lehman & Eilen LLP
50 Charles Lindbergh Boulevard
Uniondale, New York 11553
(516) 222-0888
May 12, 1999
- -------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
<PAGE>
CUSIP NO. 87161L105 13D Page 2 of 20 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (ENTITIES ONLY): Little Wing, L.P., 13-3778596
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) |X|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES 7. SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING PERSON 8. SHARED VOTING POWER: 267,875
WITH
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER:
267,875
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 267,875
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.0%
14. TYPE OF REPORTING PERSON: PN
<PAGE>
CUSIP NO. 87161L105 13D Page 3 of 20 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (ENTITIES ONLY): Quilcap Corp., 13-3780878
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) |X|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES 7. SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING PERSON 8. SHARED VOTING POWER: 330,045
WITH
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER:
330,045
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 330,045
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.4%
14. TYPE OF REPORTING PERSON: CO
<PAGE>
CUSIP NO. 87161L105 13D Page 4 of 20 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (ENTITIES ONLY): Tradewinds Fund Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) |X|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands
NUMBER OF SHARES 7. SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING 8. SHARED VOTING POWER: 324,510
PERSON WITH
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER: 324,510
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 324,510
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.4%
14. TYPE OF REPORTING PERSON: CO
<PAGE>
CUSIP NO. 87161L105 13D Page 5 of 20 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (ENTITIES ONLY): Little Wing Too, L.P., 06-1520333
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) |X|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES 7. SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING 8. SHARED VOTING POWER: 62,170
PERSON WITH
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER: 62,170
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 62,170
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.5%
14. TYPE OF REPORTING PERSON: PN
<PAGE>
CUSIP NO. 87161L105 13D Page 6 of 20 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (ENTITIES ONLY): Quilcap International Corp., 13-3868725
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) |X|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES 7. SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING 8. SHARED VOTING POWER: 324,510
PERSON WITH
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER: 324,510
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 324,510
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.4%
14. TYPE OF REPORTING PERSON: CO
<PAGE>
CUSIP NO. 87161L105 13D Page 7 of 20 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OR SOCIAL
SECURITY OF ABOVE PERSON (ENTITIES ONLY): Parker Quillen
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) |X|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES 7. SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING 8. SHARED VOTING POWER: 654,555
PERSON WITH
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER: 654,555
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 654,555
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.9%
14. TYPE OF REPORTING PERSON: IN
<PAGE>
CUSIP NO. 87161L105 13D Page 8 of 20 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OR SOCIAL
SECURITY OF ABOVE PERSON (ENTITIES ONLY): John Moore
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) |X|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS: PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES 7. SOLE VOTING POWER: 65,000
BENEFICIALLY OWNED
BY EACH REPORTING 8. SHARED VOTING POWER: 266,460
PERSON WITH
9. SOLE DISPOSITIVE POWER: 65,000
10. SHARED DISPOSITIVE POWER: 266,460
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 331,460
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.5%
14. TYPE OF REPORTING PERSON: IN
<PAGE>
CUSIP NO. 87161L105 13D Page 9 of 20 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OR SOCIAL
SECURITY OF ABOVE PERSON (ENTITIES ONLY): T.P.B. Investment Limited
Partnership, ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) |X|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Arizona
NUMBER OF SHARES 7. SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING 8. SHARED VOTING POWER: 118,200
PERSON WITH
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER: 118,200
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 118,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.9%
14. TYPE OF REPORTING PERSON: PN
<PAGE>
CUSIP NO. 87161L105 13D Page 10 of 20 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OR SOCIAL
SECURITY OF ABOVE PERSON (ENTITIES ONLY): Todd Belfer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) |X|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES 7. SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING 8. SHARED VOTING POWER: 118,200
PERSON WITH
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER: 118,200
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 118,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.9%
14. TYPE OF REPORTING PERSON: IN
<PAGE>
CUSIP NO. 87161L105 13D Page 11 of 20 Pages
ITEM 1 SECURITY AND ISSUER.
The class of equity securities to which this statement ("Statement") relates
is the common stock, par value $.01 per share (the "Shares") of Syntellect Inc.,
a Delaware corporation (the "Company"), which has its principal executive
offices at 1000 Holcomb Woods Parkway, Suite 410A, Roswell, Georgia 30076.
ITEM 2 IDENTITY AND BACKGROUND
This Statement is filed by the certain shareholders listed below (the
"Shareholders") of the Company who as of May 12, 1999 have agreed to act in
concert with respect to the Company and the Shares held by them. As of May 12,
1999, the Shareholders, in the aggregate, beneficially owned 1,104,215 Shares
representing, as of such date, approximately 8.2% of the total number of
outstanding Shares. The Shareholders include Little Wing, L.P. ("Little Wing"),
Quilcap Corp. ("Quilcap Corp."), Tradewinds Fund Ltd. ("Tradewinds"), Little
Wing Too, L.P. ("Little Wing Too"), Quilcap International Corp. ("Quilcap
International"), Parker Quillen, John Moore, T.P.B. Investment Limited
Partnership ("TPB"), and Todd Belfer.
The persons making this filing are doing so because they may be deemed to
constitute a "group" for purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended (the "Act"), as a result of their having agreed to act
in concert with respect to the Company and the Shares held by them. Except for
the Joint Filing Agreement, the Shareholders have not entered into any written
agreement with respect to the Company or the Shares held by them. Except as
expressly stated herein, each of the Shareholders filing this Statement
disclaims beneficial ownership of the Shares beneficially owned by any other
Shareholder or any other person.
The name, place of organization, principal business and business address of
each Shareholder that is not a natural person are set forth in Appendix I
attached hereto and incorporated herein by reference. The (a) name, (b)
residence or business address, and (c) present principal occupation or
employment of each Shareholder that is a natural person, and the name, principal
business and address of any corporation or other organization in which such
employment is carried on, are set forth in Appendix I attached hereto and
incorporated herein by reference.
(d)-(e) During the past five years, none of the Shareholders has been convicted
in a criminal proceeding or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which subjected any of the
Shareholders to a judgment, decree or final order
<PAGE>
CUSIP NO. 87161L105 13D Page 12 of 20 Pages
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(f) Each Shareholder that is a natural person is a United States citizen.
Information with respect to each of the Shareholders is given solely by the
respective filing person, and no Shareholder has responsibility for the accuracy
or completeness of information supplied by another Shareholder.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As to the 267,875 Shares owned by Little Wing, working capital
of Little Wing in the amount of $766,122.50.
As to the 62,170 Shares owned by Little Wing Too, working
capital of Little Wing Too in the amount of $136,152.30.
As to the 324,510 Shares owned by Tradewinds, working capital
of Tradewinds in the amount of $765,843.60.
As to the 65,000 Shares individually owned by John Moore,
personal funds of John Moore in the amount of $246,351.00.
As to the 266,460 Shares owned by certain customers of John
Moore in accounts over which John Moore exercises discretionary authority,
personal funds of such customers in the amount of $1,284,802.70.
As to the 118,200 Shares owned by TPB, working capital of TPB
in the amount of $266,170.00.
As to the 118,200 Shares indirectly owned by Todd Belfer as
the general partner of TPB, working capital of TPB in the amount of $266,170.00.
<PAGE>
CUSIP NO. 87161L105 13D Page 13 of 20 Pages
ITEM 4. PURPOSE OF TRANSACTION
The Shareholders intend to propose that the Company:
(1) Restructure the Company's business and management
structures so as to reduce costs and focus the
business on the Company's core systems opportunities,
by possibly:
a) Moving the corporate headquarters to Phoenix,
Arizona
b) Selling the Atlanta based SIS business
c) Eliminating unnecessary levels of management
d) Adding a director to fill the vacant board seat
who can effectively represent the concerned
shareholders.
(2) Determine whether shareholder value can be maximized
by continuing to operate the Company as a stand alone
entity, by a sale of the Company or by some other
means, including, but not limited to, additional
strategic partnerships.
(3) Separate the offices of Chairman of the Board and
Chief Executive Officer, create a by-law to reflect
such separation and require that the Chairman of the
Board cannot be an executive officer of the Company.
(4) Eliminate the current share repurchase program.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of May 12, 1999, the Shareholders in the aggregate
beneficially owned 1,104,215 Shares or approximately 8.2% of the approximately
13,478,863 Shares outstanding as of such date. Information with respect to the
beneficial ownership of Shares by each of the Shareholders is set forth on
Appendix II hereto which is attached hereto and incorporated herein by
reference. On April 1, 1999, Eileen N. Baldwin and John Moore, trustees f/b/o
Eileen B. Baldwin sold 1,000 Shares at a price equal to $1,406.20. Except as
described in the previous sentence, there have been no other transactions in
Shares by any Shareholder during the past sixty (60) days. The customers of John
Moore over whose accounts John Moore exercises discretionary authority have the
right to receive dividends from, and the proceeds from the sale of, the Shares
listed as owned by such customers herein.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The discussion which appears in Item 4 hereof is incorporated
into this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement.
<PAGE>
CUSIP NO. 87161L105 13D Page 14 of 20 Pages
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: May 12, 1999
<TABLE>
<S> <C>
LITTLE WING, L.P. QUILCAP CORP.
By: Quilcap Corp.,
General Partner
By: /s/Parker Quillen By: /s/Parker Quillen
Parker Quillen, President Parker Quillen, President
TRADEWINDS FUND LTD. QUILCAP INTERNATIONAL CORP.
By: Quilcap International Corp.
By:/s/Parker Quillen By:/s/Parker Quillen
Parker Quillen, President Parker Quillen, President
LITTLE WING TOO, L.P.
By: Quilcap Corp.,
General Partner
By:/s/Parker Quillen /s/Parker Quillen
Parker Quillen, President Parker Quillen
/s/John Moore
John Moore
T.P.B. INVESTMENT LIMITED
PARTNERSHIP
By:/s/Todd Belfer
Todd Belfer, General Partner
/s/Todd Belfer
Todd Belfer
</TABLE>
<PAGE>
CUSIP NO. 87161L105 13D Page 15 of 20 Pages
Appendix I
The address of Little Wing is c/o Quilcap Corp., 375 Park Avenue, Suite 1404,
New York, New York 10152. Little Wing is a limited partnership organized under
the laws of the State of Delaware. Little Wing holds and manages certain
investments.
The address of Quilcap Corp. is 375 Park Avenue, Suite 1404, New York, New York
10152. Quilcap Corp. is a corporation organized under the laws of the State of
Delaware. Quilcap Corp. holds and manages certain investments. Quilcap Corp. is
the general partner of Little Wing and Little Wing Too.
The address of Tradewinds is c/o Quilcap International Corp., 375 Park Avenue,
Suite 1404, New York, New York 10152. Tradewinds is a corporation organized
under the laws of the British Virgin Islands. Tradewinds holds and manages
certain investments.
The address of Quilcap International is 375 Park Avenue, Suite 1404, New York,
New York 10152. Quilcap International is a corporation organized under the laws
of the State of Delaware. Quilcap International holds and manages certain
investments. Quilcap International is the general partner of Tradewinds.
The address of Little Wing Too is c/o Quilcap Corp., 375 Park Avenue, Suite
1404, New York, New York 10152. Little Wing Too is a limited partnership
organized under the laws of the State of Delaware. Little Wing Too holds and
manages certain investments.
The address of Parker Quillen is c/o Quilcap Corp., 375 Park Avenue, Suite 1404,
New York, New York 10152. Mr. Quillen is a citizen of the United States. Mr.
Quillen is an investment manager and President of Quilcap Corp. and Quilcap
International.
John Moore's business address is 570 Lexington Avenue, New York, New York 10022.
Mr. Moore is a citizen of the United States. Mr. Moore is an investment manager
at Brean Murray Securities Corp. where his title is senior vice president.
TPB is a limited partnership organized under the laws of Arizona, with an
address at 4456 East Valley Fiesta Drive, Paradise Valley, Arizona 85263. TPB
holds and manages certain investments.
Todd Belfer's business address is 4456 East Valley Fiesta Drive, Paradise
Valley, Arizona 85263. Mr. Belfer is a citizen of the United States. Mr. Belfer
is a private investor and is the general partner of TPB.
<PAGE>
CUSIP NO. 87161L105 13D Page 16 of 20 Pages
Appendix II
<TABLE>
<CAPTION>
Number of Shares Percentage of Shares
Shareholder Beneficially Owned Outstanding
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Little Wing, L.P. 267,875 2.0%
Quilcap Corp. 330,045 2.4%
Tradewinds Fund Ltd. 324,510 2.4%
Little Wing Too, L.P. 62,170 0.5%
Quilcap International Corp. 324,510 2.4%
Parker Quillen 654,555 4.9%
John Moore 331,460 2.5%
T.P.B. Investment Limited 118,200 0.9%
Partnership
Todd Belfer 118,200 0.9%
</TABLE>
<PAGE>
CUSIP NO. 87161L105 13D Page 17 of 20 Pages
Exhibit Index
Exhibit Page No.
Joint Filing Agreement 1
<PAGE>
CUSIP NO. 87161L105 13D Page 18 of 20 Pages
EXHIBIT I
AGREEMENT FOR JOINT FILING
By this Agreement, the undersigned agree that the Statement on Schedule 13D
being filed on or about this date, with respect to the ownership of shares of
common stock of Syntellect Inc. and any subsequent amendment to such Schedule
13D filed by any of the undersigned, is being filed on behalf of each of us.
Dated: May 12, 1999
<TABLE>
<S> <C>
LITTLE WING, L.P. QUILCAP CORP.
By: Quilcap Corp.,
General Partner
By: /s/Parker Quillen By: /s/Parker Quillen
Parker Quillen, President Parker Quillen, President
TRADEWINDS FUND LTD. QUILCAP INTERNATIONAL CORP.
By: Quilcap International Corp.
By:/s/Parker Quillen By:/s/Parker Quillen
Parker Quillen, President Parker Quillen, President
LITTLE WING TOO, L.P.
By: Quilcap Corp.,
General Partner
By:/s/Parker Quillen /s/Parker Quillen
Parker Quillen, President Parker Quillen
/s/John Moore
John Moore
T.P.B. INVESTMENT LIMITED
PARTNERSHIP
By:/s/Todd Belfer
Todd Belfer, General Partner
/s/Todd Belfer
Todd Belfer
</TABLE>
