<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
Commission File No. 0-14059
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
REFLECTONE, INC.
(Exact name of Registrant as specified in its charter)
Florida 06-0663546
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4908 Tampa West Boulevard, Tampa, Florida 33634-2481
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 885-7481
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.10 per share
(Title of Class)
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 twelve 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 [X] 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. [X]
Aggregate market value of the voting stock held by non-affiliates of the
Registrant as of March 21, 1996: $24,880,814 (assuming, for these
purposes only, that 1,414,600 shares of common stock beneficially owned
by all executive officers and directors as a group, and by British
Aerospace, Plc. and its subsidiaries, are held by affiliates of the
Registrant).
The number of shares outstanding of the Registrant's class of common
stock, as of March 21, 1996: 2,816,336.
Page 1 of 18
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REFLECTONE, INC. AND SUBSIDIARIES
This amendment of Form 10-K/A is being filed solely to file the complete
text of Exhibit 10.16, Letter of Credit Agreement between Lloyds Bank Plc and
Reflectone,Inc dated November 1, 1995, to the registrant's Form 10-K for the
fiscal year ended December 31, 1995 (the "Original Filing"), which was timely
filed with the Commission on March 29, 1996. Only a portion of Exhibit 10.16
was filed with the Original Filing solely as a result of an electronic
transmission error.
Page 2 of 18
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Exhibit 10.16
LETTER OF CREDIT AGREEMENT
This LETTER OF CREDIT AGREEMENT ("this Agreement") is made as of
the First day of November 1st, 1995 between LLOYDS BANK PLC (the
"Bank") and REFLECTONE, INC. (the "Applicant").
Subject to the terms and conditions of this Agreement the Bank
hereby agrees to issue and provide, for the account and at the
request of the Applicant including its wholly-owned subsidiary
Reflectone U.K. Ltd., one or more: (i) irrevocable letters of
credit, and (ii) Bonds and overdraft facilities as described in the
Letter of Agreement between Reflectone U.K. Ltd and the Bank which
is attached hereto as Exhibit A. Each of the Letters of Credit or
Bonds shall be in such currency and each in such form as shall have
been agreed by the Bank and the Applicant (each a "Credit", and
together the "Credits") provided that (a) the aggregate face amount
of all unexpired Credits issued pursuant hereto, together with all
amounts drawn under any Credits issued pursuant hereto and not yet
reimbursed by or for the account of the Applicant shall nevver when
added to the over draft facilities detailed in the attached Exhibit
A exceed $20,000,000 or its equivalent in other currencies (as
determined by the Bank) (the "Commitment"), (b) the Commitment
shall be available to be utilized by the Applicant by means of its
requesting the Bank to issue Credits for the Applicant's account
thereunder from the date hereof until October 31, 1996 (the
"Commitment Termination Date"), (c) no Credit shall have a term
from its date of issuance to its stated date of expiry of longer
than one (1) year and (d) the following statements shall be true on
and as of the date of issuance of each Credit: (i) the
representations and warranties contained in Section 7 of this
Agreement are correct on and as of such date and as though made on
and as of such date and (ii) no event which is, or with the giving
of notice or the passage of time, or both, would be, an Event of
Default (collectively, "Defaults", and individually a "Default")
shall then exist and be continuing or shall result from the
issuance of such Credit.
IN CONSIDERATION of the issuance by the Bank of one or more Credits
as requested in the Agreement (as each Credit may, from time to
time, be amended or modified with the written agreement of the
Applicant), the Applicant hereby agrees with the Bank as follows:
1. The Applicant hereby agrees to pay on demand to the Bank at
the Bank's office at 199 Water Street, New York, New York 10038
(the "Issuing Branch"):
(i) the amount which the Bank shall have paid pursuant to
the terms of each Credit at any time;
<PAGE> 3
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(ii) interest on (a) the amounts referred to in clause
(i) above from the date any such amount is paid by the Bank under
such Credit until payment in full is received by the Bank and (b)
any other amount due from the Applicant to the Bank under this
Agreement from the date which is ten (10) days following the Bank's
written demand to the Applicant therefor, at a fluctuating interest
rate per annum (computed on the basis of a year of 360 days for the
actual number of days elapsed until payment in full) equal to the
rate designated from time to time by the Bank in the United States
as its Prime Rate plus 1%, such rate to change automatically from
time to time as of the opening of business on the effective date of
each change in the Prime Rate (the "Bank Rate"), and
(iii) any and all reasonable charges and expenses as
described in Sections 2 and 6 hereof incurred by the Bank relative
to the Credit, together with interest thereon at the Bank Rate from
the tenth (10th) day following delivery by the Bank to the
Applicant of a written invoice detailing any such charges or
expenses.
2.(a) The Applicant will pay to the Bank at the Issuing Branch
a non-refundable commission with respect to each Credit at the rate
of 0.55% per annum on the stated amount of such Credit on each day
for the preceding quarter (the "Maximum Amount"). Such commission
shall be computed on the basis of a 360-day year for the actual
number of days elapsed and shall be payable quarterly in arrears
for so long as such Credit remains in effect (and on the expiry
date of such Credit).
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(b) If any change in any law, regulation or regulatory
guideline, or in the interpretation thereof by any court or
administrative or governmental authority charged with the
administration thereof shall either (i) impose, modify or deem
applicable any reserve, special deposit, capital adequacy or
similar requirement or guideline against letters of credit, or
commitments to extend credit, issued by the Bank or (ii) impose on
the Bank any other condition therefor, and the result of any event
referred to in clause (i) or (ii) above shall be to increase, by an
amount deemed by the Bank in its sole discretion to be material,
the cost (other than an increase resulting from a change in any net
income tax imposed upon the Bank) to the Bank of issuing or
maintaining any Credit or the commitment, then, within ten (10)
days following demand by the Bank, accompanied by the certificate
referred to in the following sentence, the Applicant shall
immediately pay to the Bank, from time to time as specified by the
Bank, additional amounts which shall be sufficient to compensate
the Bank for such increased cost. A certificate as to such
increased cost incurred by the Bank as a result of any event
mentioned in clause (i) or (ii) above, submitted by the Bank to the
Applicant and including a statement in reasonable detail as to the
reason for and calculation of such increase, shall, absent manifest
error, be conclusive as to the amount thereof.
2(A) The obligation of the Bank to issue the initial Credit
requested by the Applicant is subject to the conditions precedent
that the Bank shall have received on or before the day of issuance
of such initial Credit the following, each dated on or within
thirty (30) days prior to such date of issuance, in form and
substance satisfactory to the Bank:
(a) A certified copy of the resolution of the Board of
Directors of the Applicant authorizing this Agreement, and all
documents evidencing other necessary corporate (or other) action
and governmental approvals, if any, with respect to this Agreement.
(b) An Incumbency Certificate executed by the Secretary or an
Assistant Secretary of the Applicant certifying the names and true
signatures of the officers of the Applicant authorized to sign this
Agreement and the other documents to be delivered hereunder.
(c) The original of the unconditional guarantee, in a form and
in substance acceptable to the Bank (the "Guarantee"), from British
Aerospace Plc (the "Guarantor"), guaranteeing the prompt payment
and performance of the obligations of the Applicant to the Bank
under this Agreement.
<PAGE> 5<PAGE>
(d) A certified copy of the resolution of the Banking
Committee of the Board of Directors the Guarantor authorizing the
Guarantee, and all documents evidencing other necessary corporate
or other) action and governmental approvals, if any, with respect
to the Guarantee.
(e) A Power of Attorney executed by the Secretary or an
Assistant Secretary of the Guarantor authorizing certain
individuals to sign the Guarantee and any other documents to be
delivered thereunder.
3. The obligations of the Applicant under this Agreement shall
be absolute and unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement, under all
circumstances whatsoever, including, without limitation, the
following circumstances:
(a) any lack of validity or enforceability of this Agreement,
any Credit, or any other agreement or instrument relating thereto
(collectively, the "Related Documents");
(b) any amendment or waiver of or any consent to departure
from all or any of the Related Documents;
(c) the existence of any claim, set-off, defense or other
right which the Applicant may have at any time against the
beneficiary of any Credit (or any entities for whom such
beneficiary may be acting), whether in connection with this
Agreement, the transactions contemplated hereby or any unrelated
transaction;
(d) any statement or any other draft or document presented
under any Credit proving to be forged, fraudulent, invalid or
inaccurate in any material respect;
(e) payment by the Bank under any Credit against presentation
of a statement or draft which does not strictly comply with the
terms of the Letter of Credit,
provided that the action or inaction of the Bank shall not have
manifested gross negligence or willful misconduct on the part of
the Bank.
<PAGE> 6<PAGE>
4. In the event of any change or modification, with the
written agreement of the Applicant, relative to any Credit or any
instruments or documents called for thereunder, including waiver of
noncompliance of any such instruments or documents with the terms
of such Credit, this Agreement shall be binding upon the Applicant
with regard to such Credit as so changed or modified, and to any
action taken by the Bank or any of its correspondents relative
thereto.
5. Neither the Bank nor any of its officers or directors shall
be liable or responsible for: (a) the use which may be made of any
Credit or for any acts or omissions of the beneficiary thereof in
connection therewith; (b) the validity, accuracy or genuineness of
documents, or of any endorsement(s) thereon, even if such documents
should in fact prove to be in any or all respects invalid,
inaccurate, fraudulent or forged; (c) payment by the Bank against
presentation of documents which do not strictly comply with the
terms of any Credit, including failure of any documents to bear any
reference or adequate reference to such Credit, or (d) any other
circumstances whatsoever in making or failure to make payment under
any Credit, except only that the Applicant shall have a claim
against the Bank, and the Bank shall be liable to the Applicant to
the extent, but only to the extent, of any direct, as opposed to
consequential, damages suffered by the Applicant which the
Applicant proves were caused by (i) the Bank's willful misconduct
or gross negligence in determining whether documents presented
under any Credit complied with the terms of such Credit or (ii) the
Bank's willful failure to pay under any Credit after the
presentation to it by the beneficiary thereof of a sight draft and
certificate strictly complying with the terms and conditions of
such Credit. In furtherance and not in limitation of the foregoing,
the Bank may accept documents that appear on their face to be in
order, without responsibility for further investigation, regardless
of any notice or information to the contrary. In no event shall the
Bank be liable to the Applicant for the actions of any third party,
including, without limitation, correspondents of the Bank selected
by the Bank with reasonable care.
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6. The Applicant agrees to hold the Bank and its officers,
directors, shareholders, employees, agents and servants
(collectively, the "Bank's Parties") indemnified and harmless
against any and all claims, liabilities, losses or damages,
including the reasonable fees, costs and/or disbursements of
counsel to the Bank, however arising from or in connection with any
Credit and the transactions contemplated thereby and/or hereby
except to the extent of any such loss or damage is incurred as a
result of the gross negligence or willful misconduct of the Bank or
any of the Bank's Parties, as the case may be.
7. The Applicant represents and warrants to the Bank as
follows:
(a) The Applicant is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Florida and has all requisite corporate power and authority to own
its properties and to conduct its business as now conducted.
(b) The Applicant has full right, power and authority to enter
into this Agreement, to execute and deliver all Related Documents
executed by it, and to incur the obligations provided for herein
and therein, all of which acts have been duly authorized by all
proper and necessary corporate action on the part of the Applicant.
(c) Except as has been disclosed to the Bank in writing, there
are no actions, suits or proceedings pending or, to the knowledge
of the Applicant, threatened against or affecting the Applicant, or
any of its properties or assets, before any court or governmental
department, commission, board, bureau, agency or instrumentality,
domestic or foreign, which, if determined adversely to the
Applicant, would have a material adverse effect upon the ability of
the Applicant to perform its obligations hereunder and under the
Related Documents.
(d) The balance sheet of the Applicant and its consolidated
subsidiaries as of and for the fiscal year ending on 31 December,
1994, and the related statements of income and retained earnings of
the Applicant and its consolidated subsidiaries for the fiscal year
then ended, and the balance sheet of the Guarantor and its
consolidated subsidiaries as of and for the fiscal year ending on
31 December, 1994, and the related statements of income and
retained earnings of the Guarantor and its consolidated
subsidiaries for the fiscal year then ended, copies of all of which
<PAGE> 8<PAGE>
have been furnished to the Bank, fairly present the financial
condition of the Applicant and its consolidated subsidiaries and
the Guarantor and its consolidated subsidiaries for the periods
ended on such dates, all in accordance with generally accepted
accounting principles consistently applied in the jurisdiction of
organization of the Applicant and the Guarantor, respectively, and
since those dates, there has been no material adverse change in
such condition of either the Applicant or the Guarantor which has
not already been previously disclosed to the bank prior to the date
of this agreement.
(e) This Agreement and all Related Documents executed by the
Applicant are the legal, valid, and binding obligations of the
Applicant enforceable against the Applicant in accordance with
their respective terms, except as such enforceability may be
limited by-general principles of equity and by bankruptcy,
insolvency, reorganization or other laws of general application
affecting the enforcement of creditors' rights.
(f) There is no default by the Applicant or, to the best of
the Applicant's knowledge, by any party to any other Related
Document and no event has occurred and is continuing, and no
condition exists, which with notice or the passage of time or both
would constitute a default under any thereof.
8. So long as any Credit remains outstanding or any amount
remains outstanding hereunder, the Applicant will, unless the Bank
shall otherwise agree in writing:
(a) Compliance with Laws. Etc. Comply, in all material
respects, with all applicable laws, rules, regulations and
governmental orders except (i) such as are being contested in good
faith by appropriate proceedings and (ii) for failures to comply
which, individually or in the aggregate, do not have a material
adverse effect on the financial condition of the Applicant and its
subsidiaries, taken as a whole.
<PAGE> 9<PAGE>
(b) Reporting Requirements. Furnish to the Bank:
(i) as soon as available and in any event within 60 days
after the end of each fiscal quarter in each fiscal year of the
Applicant (except the final such fiscal quarter), a consolidated
balance sheet and statement of income and retained earnings or a
Form 10Q of the Applicant and its subsidiaries as of the end of
such fiscal quarter and for the period commencing at the end of the
previous fiscal year and ending with the end of such fiscal quarter
certified by the Applicant's Chief Financial Officer, which
certificate shall also state that no Default has occurred and is
continuing (or if such has occurred and is continuing, providing
the details thereof together with the action which the Applicant
has taken or proposes to take to remedy such Default);
(ii) as soon as available and in any event within 120
days after the end of each fiscal year of the Applicant and the
Guarantor a copy of the annual report or report and accounts or
Form 10k for such year for the Applicant and its subsidiaries, and
the Guarantor and its subsidiaries, respectively, containing the
balance sheet and statement of income and retained earnings of the
Applicant and its subsidiaries and the Guarantor and its
subsidiaries, respectively, as at the end of such fiscal year,
certified in a manner consistent with generally accepted auditing
practices by Coopers & Lybrand and KPMG Peat Marwick respectively,
or any other independent public accountants of recognized national
standing then serving as the Applicant's and the Guarantor's,
respectively, independent public accountants (and including copies
of the transmittal letter from such accountants to the Applicant
and the Guarantor, respectively) and accompanied by a certificate
of the Applicant's Chief Financial Officer to the effect that no
Default has occurred and is continuing (or if such has occurred and
is continuing, providing the details thereof together with the
action which the Applicant has taken or proposes to take to remedy
such Default);
(iii) within a reasonable period of time after the
sending or filing thereof, copies of all such proxy statements and
reports as the Applicant or the Guarantor sends to the holders of
its securities generally.
(c) Notice of Events. Give the Bank, promptly upon the
Applicant's obtaining knowledge thereof, written notice of any
condition or event which has resulted in a Default.
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9.(a) Any of the following events shall constitute an "Event
of Default" hereunder:
(i) The Applicant shall fail to pay within 10 days after the due
date thereof the commission referred to in Section 2(a) hereof or
shall fail to pay when due to the Bank any other amount when due
and payable hereunder; or
(ii) Any representation or warranty made by the Applicant in this
Agreement or any Related Document shall prove to have been
incorrect in any material respect when made or deemed made; or
(iii) The Applicant shall fail to perform or observe any other
term, covenant or agreement contained in this Agreement on its part
to be performed or observed and not otherwise enumerated in this
Section 9, and any such failure shall remain unremedied for 30 days
after written notice thereof shall have been given to the Applicant
by the Bank; or
(iv) A proceeding shall have been instituted in a court having
jurisdiction in the premises seeking a decree or order for relief
in respect of the Applicant or the Guarantor in an involuntary case
under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect or for the appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or other
similar official) of the Applicant or the Guarantor, as the case
maybe, of for any substantial part of its property or for the
winding up or liquidation of its affairs and any of the aforesaid
proceedings shall remain undismissed or unstated and in effect for
a period of 60 consecutive days or a decree or order shall be
entered granting the relief sought in such proceeding; or
(v) The Applicant or the Guarantor shall become insolvent or unable
to pay its debts as they mature (or shall admit in writing that it
is unable to do so), shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, shall consent to the entry of an order for
relief in an involuntary case under any such law or shall take any
action in furtherance of any of the foregoing or the Applicant or
the Guarantor, as the case may be, shall consent to the appointment
of or taking possession by a receiver, liquidator, assignee,
trustee, custodian or sequestrator (or other similar official) of
it or for
<PAGE> 11<PAGE>
any substantial part of its property, or shall make a general
assignment for the benefit of creditors, or shall fail generally to
pay its debts as they become due, or shall take any action in
furtherance of any of the foregoing; or
(vi) The failure of the Guarantee to remain in full force and
effect at any time, or the declaration by the Guarantor that it has
no further obligations thereunder; or
(vii) (a) The Applicant or the Guarantor or a material subsidiary
of the Guarantor defaults in the performance of any other agreement
for borrowed money and such default is not remedied within any
applicable period of grace so as to accelerate the due date of
payment of borrowed money thereunder or if any borrowed money of
the Applicant or the Guarantor or a material subsidiary of the
Guarantor becomes due and payable prior to the stated maturity
thereof as a result of any event of default by the Applicant or the
Guarantor or a material subsidiary of the Guarantor or if any
borrowed money is not paid at the maturity thereof and within any
period of grace applicable thereto or any guarantee for borrowed
money given by the Applicant or the Guarantor or a material-subsidiary
of the Guarantor shall not be honoured when called and within any
applicable period of grace; and
(b) The aggregate of all such borrowed money in default exceeds
10,000,000 pound sterling (or the equivalent amount thereof in
other currencies) provided that, for the purposes of this paragraph
(vii) no account shall be taken of any borrowed money owing to a
trade creditor by the Applicant or the Guarantor or a material
subsidiary of the Guarantor, if the Applicant or Guarantor is in
bona fide dispute with such trade creditor and the payment of such
borrowed money is being withheld by reason of such bona fide
dispute; or
<PAGE> 12<PAGE>
(b) If one or more of the foregoing Events of Default shall
occur, the Bank may, in addition to the other remedies available to
it hereunder, at law or in equity, or under any of the Related
Documents, exercise one or more of the following remedies: (i) by
notice to the Applicant, declare the obligations of the Applicant
hereunder to be forthwith due and payable, and the same shall
thereupon become due and payable without presentment, demand,
protest or further notice of any kind, all of which are hereby
expressly waived provided, however, that upon the occurrence of an
event described in subsections (a)(iv) or (a)(v) of this Section 9,
the obligations of the Applicant hereunder shall automatically
become due and payable without presentment, demand, protest or
notice of any kind, all of which are hereby expressly waived, or
(ii) exercise such other remedies as may be available to the Bank
under any of the Related Documents or at law.
10. No delay, extension of time, renewal, compromise or other
indulgence which may be granted by the Bank to the Applicant shall
impair the Bank's rights or powers hereunder.
Neither party to this Agreement shall be deemed to have waived any
of its rights hereunder, unless such party or its authorized agent
shall have signed such waiver in writing. No such waiver, unless
expressly as stated therein, shall be effective as to any
transaction which occurs subsequent to the date of such waiver, nor
as to any continuance of a breach of any provision of this
Agreement after such waiver.
11.(a) This Agreement is a continuing obligation and shall be
binding upon and inure to the benefit of and be enforceable by the
parties hereto and their respective successors, transferees and
assigns; provided, however, that the Applicant may not assign or
delegate any part of this Agreement, or its obligations hereunder,
without the prior written consent of the Bank.
(b) Upon expiration or cancellation of all Credits pursuant to
their terms, and payment by or for the account of the Applicant to
the Bank of all amounts outstanding hereunder, the agreement
represented by this Agreement shall terminate and be of no further
force and effect, provided that the provisions of Section 6 hereof
shall survive such termination.
<PAGE> 13<PAGE>
12. Any provision of this Agreement which is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such
prohibition, unenforceablity or nonauthorization without
invalidating the remaining provisions hereof or affecting the
validity, enforceability or legality of such provisions in any
other jurisdiction.
13. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Applicant
hereby submits itself to the non-exclusive jurisdiction of the
courts of the State of New York and of the United States of America
sitting in New York City, New York in connection with any proceeding
arising hereunder. Notwithstanding any other provision of this
Agreement, nothing in this Agreement shall be construed to require
the Applicant to pay interest on any amount at a rate per annum in
excess of the highest-rate permitted by applicable law.
IN WITNESS WHEREOF, the parties have signed this Agreement a
in the Preamble of this Agreement.
REFLECTONE INC.
/s/Richard W. Welshhans
By: ________________________
As Its: Vice President & CFO
LLOYDS BANK PLC,
acting through its Issuing Branch
/s/Windsor R. Davies
By: _____________________
Winsor R. Davies
Vice President & Manager
D061
Anastasia Micklethwaite
Executive Officer
M-141
LCAPP4
<PAGE> 14<PAGE>
INCUMBENCY CERTIFICATE
I, Richard G. Snyder, the President and Chief Executive
Officer of Reflectone, Inc., a Florida corporation (he
"Corporation"), in connection with the renewal of the $20,000,000
standby letter of credit facility to be issued to the Corporation
by Lloyds Bank Plc (the "Lloyds Renewal"), do hereby certify as
follows:
The person named below is the duly elected and qualified
officer of the Corporation, authorized to execute documents on
behalf of the Corporation relating to the Lloyds Renewal and his
representative genuine signature is set opposite his name: e:
Name /Title Signature
Richard W. Welshhans /s/Richard W. Welshhans
Vice President, Secretary, ______________________
and Chief Financial Officer
IN WITNESS WHEREOF, I have executed and affixed the seal of the
Corporation to this certificate this 23rd day of October, 1995.
/s/R. G. Snyder
________________
Richard G. Snyder, President and
Chief Executive Officer
Seal
<PAGE> 15<PAGE>
OFFICER'S CERTIFICATE
I, Richard W. Welshhans, being the duly and validly elected
and constituted Secretary of Reflectone, Inc., a Florida
corporation (the "Company"), in connection with the renewal of the
$20,000,000 standby letter of credit facility to be issued to the
Company by Lloyds Bank Plc (the "Lloyds Renewal"), do hereby
certify as follows:
The attached hereto as Exhibit A is a true, correct and
complete copy of the resolutions adopted by the Board of Directors
of the Company authorizing the Lloyds Renewal.
IN WITNESS WHEREOF, I have executed this Certificate this 23rd
day of October, 1995.
/s/Richard W. Welshhans
_______________________________
Richard W. Welshhans, Secretary
<PAGE> 16<PAGE>
Exhibit A
"RESOLVED, that the Board of Directors of the Company hereby
authorizes the extension and/or renewal of the Company's Letter of
Credit Agreement with Lloyds Bank Plc ("Lloyds") through October
1996 on substantially that same terms that presently exist with
Lloyds.
RESOLVED FURTHER, that the Chief Executive Officer and the
Chief Financial officer of the Company, or either of them, are
hereby authorized and directed to negotiate and execute in the name
of and on behalf of the Company, all documentation, certificates
and agreements, as shall be deemed necessary and appropriate, for
the renewal of the Letter of Credit Agreement with Lloyds through
October 1996; the execution and delivery of the documents,
certificates and agreements by such authorized officers being
conclusive of the due authorization thereof."
<PAGE> 17<PAGE>
SIGNATURES
Pursuant to the requirements 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.
REFLECTONE, INC.
(Registrant)
Dated: April 3, 1996 By: /s/ Richard G. Snyder
_____________ ________________________
Richard G. Snyder
President, Chief Executive Officer,
and Director
(Principal Executive Officer)
Dated: April 3, 1996 By: /s/ Richard W. Welshhans
_____________ ________________________
Richard W. Welshhans
Vice President - Finance, Chief
Financial Officer, and Secretary
(Principal Financial and Accounting
Officer)
<PAGE> 18
