<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
HALSEY DRUG CO., INC.
----------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
----------------------------
(Title of Class of Securities)
406369108
------------
(CUSIP Number)
Harvey L. Sperry, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8000
--------------
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
January 29, 1997
------------------------------------
(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(b)(3) or (4), check the following box. [ ]
<PAGE>2
SCHEDULE 13D
CUSIP No. 406369108
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ZATPACK INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[X]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC,00
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
7. SOLE VOTING POWER
None (See Items 3 and 5 below)
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 639,227 (See Items 3 and 5 below)
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON None (See Items 3 and 5 below)
WITH
10. SHARED DISPOSITIVE POWER
639,227 (See Items 3 and 5 below)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
639,227 (See Items 3 and 5 below)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% (See Item 5 below)
14. TYPE OF REPORTING PERSON*
CO
<PAGE>3
SCHEDULE 13D
CUSIP No. 406369108
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CHRISTOPHER ZUELLIG
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[X]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
7. SOLE VOTING POWER
None (See Items 3 and 5 below)
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 639,227 (See Items 3 and 5 below)
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON None (See Items 3 and 5 below)
WITH
10. SHARED DISPOSITIVE POWER
639,227 (See Items 3 and 5 below)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
639,227 (See Items 3 and 5 below)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% (See Item 5 below)
14. TYPE OF REPORTING PERSON*
IN
<PAGE>4
SCHEDULE 13D
CUSIP No. 406369108
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DANIEL ZUELLIG
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[X]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
7. SOLE VOTING POWER
None (See Items 3 and 5 below)
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 639,227 (See Items 3 and 5 below)
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON None (See Items 3 and 5 below)
WITH
10. SHARED DISPOSITIVE POWER
639,227 (See Items 3 and 5 below)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
639,227 (See Items 3 and 5 below)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% (See Item 5 below)
14. TYPE OF REPORTING PERSON*
IN
<PAGE>5
SCHEDULE 13D
CUSIP No. 406369108
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DAVID ZUELLIG
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[X]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
7. SOLE VOTING POWER
None (See Items 3 and 5 below)
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 639,227 (See Items 3 and 5 below)
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON None (See Items 3 and 5 below)
WITH
10. SHARED DISPOSITIVE POWER
639,227 (See Items 3 and 5 below)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
639,227 (See Items 3 and 5 below)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% (See Item 5 below)
14. TYPE OF REPORTING PERSON*
IN
<PAGE>6
SCHEDULE 13D
CUSIP No. 406369108
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PETER ZUELLIG
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[X]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
7. SOLE VOTING POWER
None (See Items 3 and 5 below)
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 639,227 (See Items 3 and 5 below)
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON None (See Items 3 and 5 below)
WITH
10. SHARED DISPOSITIVE POWER
639,227 (See Items 3 and 5 below)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
639,227 (See Items 3 and 5 below)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% (See Item 5 below)
14. TYPE OF REPORTING PERSON*
IN
<PAGE>7
SCHEDULE 13D
CUSIP No. 406369108
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THOMAS ZUELLIG
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[X]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
7. SOLE VOTING POWER
None (See Items 3 and 5 below)
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 639,227 (See Items 3 and 5 below)
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON None (See Items 3 and 5 below)
WITH
10. SHARED DISPOSITIVE POWER
639,227 (See Items 3 and 5 below)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
639,227 (See Items 3 and 5 below)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% (See Item 5 below)
14. TYPE OF REPORTING PERSON*
IN
<PAGE>8
This statement amends and restates in its entirety the information set forth in
the Schedule 13D dated April 10, 1995 (the "Schedule 13D"), filed on behalf of
the Reporting Persons (as defined below) and constitutes Amendment No. 1 to
the Schedule 13D.
Item 1. Security and Issuer.
-------------------
This statement relates to the common stock, par value $0.01 per share
(the "Common Stock"), of Halsey Drug Co., Inc. (the "Company"), which has its
principal executive offices at 1827 Pacific Street, Brooklyn, New York 11233.
Item 2. Identity and Background.
-----------------------
(a) This statement is being filed by (i) Zatpack Inc., a British
Virgin Islands Company ("Zatpack"), (ii) Christopher Zuellig, (iii) Daniel
Zuellig, (iv) David Zuellig, (v) Peter Zuellig, and (vi) Thomas Zuellig. Such
persons are collectively referred to herein as the "Reporting Persons."
(b) Zatpack is a company that was formed to enter into the
transactions described herein. The address of the principal business and office
of Zatpack is c/o Secretariat Zuellig, P.O. Box 1041, CH-8640 Rapperswil,
Switzerland. Information regarding the identity and background of the
directors and executive officers of Zatpack is set forth on Schedule I hereto,
which is incorporated by reference in response to this Item 2.
(c) Christopher, Daniel, David, Peter and Thomas Zuellig
(collectively, the "Zuelligs") together own 100% of the capital stock of
Zatpack and, together with Zatpack, may be deemed a "group" within the meaning
of Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the "1934
Act") and, as the persons ultimately in control of Zatpack, may be deemed
"beneficial owners" of securities, including Common Stock, held for the account
of Zatpack. The principal occupations and business addresses of each of the
Zuelligs and the name and principal business of the organizations where such
occupations are conducted are set forth on Schedule II hereto, which is
incorporated by reference in response to this Item 2. Each of the Zuelligs is a
citizen of Switzerland.
(d) None of the Reporting Persons nor, to the best of their knowledge,
any of the directors and executive officers referred to in paragraphs (b) above
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons nor, to the best of their knowledge,
any of the directors or executive officers referred to in paragraphs (b) above
has, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
<PAGE>9
such proceeding was or is subject to a judgment, decree or final order
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.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
As of March 30, 1995, Zatpack entered into an Agreement with the
Company (the "Agreement"). The Agreement provided for, among other things, the
purchase by Zatpack of 500,000 shares of Common Stock (the "Shares") and the
issuance and delivery to Zatpack of a convertible promissory note due December
1, 1997 in the aggregate principal amount of $1,292,242 (the "Note"), which
Note was, at the time of issuance, convertible, at the sole option of the
holder thereof, into 516,897 shares of Common Stock (plus any additional shares
of Common Stock that are issued in exchange for accrued but unpaid interest on
the Note) (collectively, the "Conversion Shares") at an effective conversion
price of $2.50 per share, such number of shares and conversion price being
subject to adjustment as provided in the Note. As of February 1, 1997, the
adjusted conversion price was $2.39 and the Note was convertible into
approximately 639,227 shares of Common Stock, subject to further
adjustment for antidilution and for additional shares of Common Stock issuable
upon conversion of the Note in lieu of accrued and unpaid interest. At
maturity the Note will be convertible into approximately 681,737 shares of
Common Stock, subject to adjustment for antidilution. Under the Agreement,
Halsey agreed to issue and deliver to Zatpack (i) the Shares in exchange for
consideration having an aggregate value of $1,000,000, which consideration
includes (x) the delivery to Houba, Inc., a wholly owned subsidiary of the
Company ("Houba"), of certain inventory of methacycline hcl having an agreed
upon value of $647,288, (y) 300 shares of Class B Common Stock of Indiana Fine
Chemicals Corporation, a Delaware corporation ("IFC"), having an agreed upon
value of $150,000 and (z) the cancellation and extinguishment of a portion of
certain account receivables owing to Zuellig Botanicals, Inc. ("Botanicals")
from Cenci Powder Products, Inc., a 51%-owned subsidiary of Halsey ("Cenci"),
in the amount of $202,712 and (ii) the Note in exchange for consideration
having an aggregate value of $1,292,242, which consideration includes (w) the
cancellation and extinguishment of $459,218 in indebtedness owing from IFC to
Zuellig Group N.A., Inc. ("Zuellig"), (x) the cancellation and extinguishment
of (1) $130,559 in indebtedness owing from Cenci to Botanicals and (2) a
portion of certain account receivables owing to Botanicals from Cenci in the
amount of $111,097, (y) the cancellation and extinguishment of account
receivables owing to ZetaPharm Inc. from Houba in the amount of $326,963, and
(z) the cancellation and extinguishment of indebtedness owing from Houba to
Zuellig in the amount of $264,405.
Item 4. Purpose of Transaction.
----------------------
The Reporting Persons acquired the Shares and the Conversion Shares for
the purpose of making an equity investment in the Company. The Reporting Persons
may from time to time
<PAGE>10
acquire additional shares of Common Stock or dispose of shares of Common Stock
through open market or privately negotiated transactions depending on existing
market conditions and other considerations. Except as set forth herein, the
Reporting Persons held the Shares and are holding the Conversion Shares solely
for investment and none of the Reporting Persons nor, to the best of their
knowledge, any person set forth on Schedule I hereto, has any plans or
proposals with respect to any material change in the Company's business or
corporate structure or, generally, any other action referred to in instructions
(a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) As of the date of this Report, Zatpack is the beneficial owner of
approximately 639,227(1) shares of Common Stock, all of which represent shares
of Common Stock that Zatpack has the right to acquire upon conversion of the
Note. By reason of the regulations promulgated under Section 13(d) of the 1934
Act, the Zuelligs may be deemed to own beneficially the shares of Common Stock
beneficially owned by Zatpack. The Conversion Shares beneficially owned by
Zatpack represent approximately 5.4% of the outstanding shares of Common Stock.
The percentage used in this paragraph 5(a) is calculated based upon
the 11,830,630 shares of Common Stock deemed outstanding at the date hereof,
derived from the sum of (i) the 11,191,403 shares of Common Stock outstanding
as of November 12, 1996 reported by the Company in its Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 1996 and (ii) the
approximately 639,227(1) shares of Common Stock issuable upon conversion of the
Note.
(b) The Reporting Persons share the power to vote or to direct the
vote, and share the power to dispose or to direct the disposition of the
Conversion Shares.
(c) Pursuant to the Agreement, the Company issued the Shares to
Zatpack and executed the Note on March 30, 1995, the date the Agreement became
effective in accordance with its terms. Except as set forth on Schedule III
hereto, none of the Reporting Persons nor, to the best of their knowledge, any
person listed on Schedule I, has effected any transactions in the Common Stock
during the preceding 60 days.
(d) Except as set forth in this Item 5, no person other than each
respective record owner referred to herein of securities is known to have the
right to receive or the power to direct the receipt of dividends from or the
proceeds of sale of such securities.
__________________________
(1) Based on the amount of the Note plus accrued and unpaid interest thereon
through February 1, 1997.
<PAGE>11
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect
to Securities of the Issuer.
--------------------------------------------------------------------
The Shares were purchased pursuant to the Agreement described more
fully in Item 3 above, dated as of March 30, 1994, which Agreement is filed as
an exhibit to this Schedule 13D. Pursuant to the Agreement, the Company issued
and delivered the Note described more fully in Item 3 above. The Note is filed
as an exhibit to this Schedule 13D.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit 1. Joint Acquisition Statement Pursuant to Rule 13d-1(f)(1).
Exhibit 2. Power of Attorney, dated April 5, 1995, granted by Zatpack
Inc. in favor of Harvey L. Sperry.
Exhibit 3. Power of Attorney, dated April 4, 1995, granted by
Christopher Zuellig in favor of Harvey L. Sperry.
Exhibit 4. Power of Attorney, dated April 5, 1995, granted by Daniel
Zuellig in favor of Harvey L. Sperry.
Exhibit 5. Power of Attorney, dated April 5, 1995, granted by David
Zuellig in favor of Harvey L. Sperry.
Exhibit 6. Power of Attorney, dated April 3, 1995, granted by Peter
Zuellig in favor of Harvey L. Sperry.
Exhibit 7. Power of Attorney, dated April 3, 1995, granted by Thomas
Zuellig in favor of Harvey L. Sperry.
Exhibit 8. Agreement, dated as of March 30, 1995, by between the
Company and Zatpack.
Exhibit 9. Convertible Note, dated December 1, 1994, issued by the
Company in favor of Zatpack.
<PAGE>12
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: February 12, 1997
ZATPACK, INC.
By:/s/ Harvey L. Sperry
-------------------------------
Harvey L. Sperry, Attorney-in-Fact
CHRISTOPHER ZUELLIG
By:/s/ Harvey L. Sperry
-------------------------------
Harvey L. Sperry, Attorney-in-Fact
DANIEL ZUELLIG
By:/s/ Harvey L. Sperry
-------------------------------
Harvey L. Sperry, Attorney-in-Fact
DAVID ZUELLIG
By:/s/ Harvey L. Sperry
-------------------------------
Harvey L. Sperry, Attorney-in-Fact
PETER ZUELLIG
By:/s/ Harvey L. Sperry
-------------------------------
Harvey L. Sperry, Attorney-in-Fact
THOMAS ZUELLIG
By:/s/ Harvey L. Sperry
-------------------------------
Harvey L. Sperry, Attorney-in-Fact
<PAGE>13
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF ZATPACK INC.
Name/Title/Citizenship Principal Occupation Business Address
- ---------------------- -------------------- -------------------
Christopher Zuellig Associate-McKinsey & McKinsey & Company
Director/ Company, an Unterwerkstrasse 3
Switzerland international management CH-8065
consulting firm Zurich, Switzerland
David Zuellig/ Executive of Zuellig Zuellig Insurance
Director/ Insurance Holdings Ltd., Holdings Ltd.
Switzerland a Company engaged in the 1 Scotts Road No. 24-08
insurance brokerage Shaw Centre
business Singapore 0922
<PAGE>14
SCHEDULE II
PRINCIPAL OCCUPATIONS/BUSINESS ADDRESSES
Name Principal Occupation Business Address
---- -------------------- ----------------
Christopher Zuellig Associate-McKinsey & McKinsey & Company
Company, an international Unterwerkstrasse 3
management consulting firm CH-8065
Zurich, Switzerland
Daniel Zuellig Executive of Marsman & Co., Marsman & Co. Inc.
Inc., a company engaged in Marsman Pharma Building
the business of selling 2246 Chino Roces Avenue
pharmaceutical products Makati, Metro Manila
Philippines
David Zuellig Executive of Zuellig Zuellig Insurance
Insurance Holdings Ltd., Holdings Ltd.
a company engaged in the 1 Scotts Road No. 24-08
insurance brokerage business Shaw Centre
Singapore 0922
Peter Zuellig Co-Managing Director of c/o Secretariat Zuellig
Interpacific Holding S.A. & P.O. Box 1041
Co., a holding company CH-8640 Rapperswil
which, through its Switzerland
subsidiaries, is engaged in
a number of businesses
including the sale of
pharmaceutical products and
the processing and sale of
animal feeds
Thomas Zuellig Co-Managing Director of c/o Secretariat Zuellig
Interpacific Holding S.A. & P.O. Box 1041
Co., a holding company CH-8640 Rapperswil
which, through its Switzerland
subsidiaries, is engaged in
a number of businesses
including the sale of
pharmaceutical products and
the processing and sale
of animal feeds
<PAGE>15
SCHEDULE III
RECENT TRANSACTIONS IN THE COMMON STOCK
OF HALSEY DRUG CO., INC.
NATURE OF NUMBER OF
TRADE DATE TRANSACTION SHARES PRICE PER SHARE
- ---------- ----------- --------- ---------------
02/07/97 Sale 210,300 5.13
02/06/97 Sale 2,500 5.38
02/05/97 Sale 30,100 5.27
02/04/97 Sale 61,900 5.30
01/31/97 Sale 11,200 5
01/30/97 Sale 63,400 5
01/29/97 Sale 68,400 5
01/15/97 Sale 1,700 5.75
01/14/97 Sale 1,500 5.75
01/13/97 Sale 4,000 5.75
01/07/97 Sale 10,000 5.87
01/07/97 Sale 5,000 5.75
01/06/97 Sale 10,000 5.75
11/13/96 Sale 5,000 4.25
11/12/96 Sale 5,000 4.25
11/11/96 Sale 5,000 4.25
11/08/96 Sale 5,000 4.31
All of the above transactions were effected by Zatpack Inc.
<PAGE>
EXHIBIT INDEX
Exhibit Page No.
- ------- --------
Exhibit 1. Joint Acquisition Statement Pursuant *
to Rule 13d-1(f)(1).
Exhibit 2. Power of Attorney, dated April 5, *
1995, granted by Zatpack Inc.
in favor of Harvey L. Sperry.
Exhibit 3. Power of Attorney, dated April 4, *
1995, granted by Christopher Zuellig in favor of
Harvey L. Sperry.
Exhibit 4. Power of Attorney, dated April 5, *
1995, granted by Daniel Zuellig in favor of
Harvey L. Sperry.
Exhibit 5. Power of Attorney, dated April 5, *
1995, granted by David Zuellig in favor of
Harvey L. Sperry.
Exhibit 6. Power of Attorney, dated April 3, *
1995, granted by Peter Zuellig in favor of
Harvey L. Sperry.
Exhibit 7. Power of Attorney, dated April 3, *
1995, granted by Thomas Zuellig in favor of
Harvey L. Sperry.
Exhibit 8. Agreement, dated as of March 30, 1995, *
by and between the Company
and Zatpack.
Exhibit 9. Convertible Note, dated December 1, 1994, *
issued by the Company in
favor of Zatpack.
- ------------------
* Previously filed in paper format.
