<PAGE>
As filed with the Securities and Exchange Commission on January 26, 1998
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CHESAPEAKE BIOLOGICAL LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
Maryland 52-1176514
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1111 South Paca Street, Baltimore, Maryland 21230-2591
(Address of Principal Executive Offices) (Zip Code)
Chesapeake Biological Laboratories, Inc.
Second Incentive Stock Option Plan;
Chesapeake Biological Laboratories, Inc.
Third Incentive Stock Option Plan;
Chesapeake Biological Laboratories, Inc.
Fourth Incentive Stock Option Plan
(Full title of the plans)
John C. Weiss, III, President copy to:
Chesapeake Biological Laboratories, Inc. Douglas M. Fox, Esquire
1111 South Paca Street Ballard Spahr Andrews & Ingersoll
Baltimore, Maryland 21230-2591 300 East Lombard Street, 19th Floor
(410) 843-5000 Baltimore, Maryland 21202-3268
(Name, address, and telephone number, (410) 528-5600
including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to be registered offering price aggregate Amount of
to be registered (1) per share offering price registration fee
- -------------------- ------------------------ ----------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Class A Common 631,036 shares (2) $2.87 (3) $1,812,432 $535
Stock, par value
$0.01 per share
Class A Common 334,239 shares (4) $5.94 (5) $1,985,380 (5) $586 (6)
Stock, par value
$0.01 per share
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this Registration Statement shall be deemed to cover an indeterminate
number of additional shares of Common Stock issuable in the event the
number of outstanding shares of Chesapeake Biological Laboratories, Inc.
is increased by split-up, reclassification, stock dividend or similar
transactions.
<PAGE>
(2) Represents the number of shares of Class A Common Stock that may be
purchased upon the exercise of stock options outstanding under the Plans
as of the date hereof.
(3) Represents the weighted average exercise price of the outstanding stock
options in respect of which shares are being registered hereby.
(4) Represents the maximum number of unallocated shares of Class A Common
Stock reserved for issuance upon the exercise of stock options that have
not yet been granted under the Chesapeake Biological Laboratories, Inc.
Fourth Incentive Stock Option Plan.
(5) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended.
(6) Calculated pursuant to Rules 457(c) and (h) based upon the average of
the high and low prices of the Class A Common Stock on the NASDAQ Stock
Market's National Market on January 22, 1998, which date is within five
(5) business days prior to the date of filing of this Registration
Statement.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement covers 965,275 shares of Class A Common
Stock, par value $ .01 per share (the "Common Stock"), of Chesapeake Biological
Laboratories, Inc. (the "Company"), 35,000 of which are the subject of options
heretofore granted under the Chesapeake Biological Laboratories, Inc. Second
Incentive Stock Option Plan (the "Second Plan"); 130,375 of which are the
subject of options heretofore granted under the Chesapeake Biological
Laboratories, Inc. Third Incentive Stock Option Plan (the "Third Plan"); 465,661
of which are the subject of options heretofore granted under the Chesapeake
Biological Laboratories, Inc. Fourth Incentive Stock Option Plan (the "Fourth
Plan") (collectively, the "Plans"); and 334,239 of which may be issued upon the
exercise of stock options to be granted under the Fourth Plan. The documents
containing the information required to be included in Part I of this
Registration Statement will be provided to all persons who are selected to
participate in the Plans.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Chesapeake Biological Laboratories, Inc. (the "Company") hereby
incorporates by reference in this Registration Statement the following
documents:
(a) The Company's Annual Report on Form 10-K for the year ended March 31,
1997.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
June 30, 1997 and September 30, 1997.
(c) All other reports of the Company filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the Company's most recent fiscal
year ended March 31, 1997; and
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed with the
Commission by the Company on May 22, 1997, and any amendments or
reports now or heretofore filed for the purpose of updating such
description.
In addition, all reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
document. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
II-1
<PAGE>
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Maryland General Corporation Law ("MGCL") permits a Maryland
corporation to include in its charter a provision limiting the liability of
its directors and officers to the corporation and its stockholders for money
damages except for liability resulting from (a) actual receipt of an improper
benefit or profit in money, property or services or (b) active and deliberate
dishonesty established by a final judgment as being material to the cause of
action. The charter of the Company (the "Charter") contains such a provision
which eliminates such liability to the maximum extent permitted by Maryland
Law.
The Charter provides that the Company shall, to the full extent
permitted by Maryland law, indemnify its directors and officers, including
the advance of related expenses. The Charter also authorizes it, upon
authorization of the Board of Directors, to indemnify other employees and/or
agents of the Company to the same extent as directors and officers of the
Company. The Company's bylaws (the "Bylaws") provide that, on the terms, to
the extent, and subject to the conditions prescribed by statute and by rule
and regulations, not inconsistent with statute, imposed by the Board of
Directors in its discretion in general or particular cases or classes of
cases, the Company shall indemnify any person who was or is a party, or is
threatened to be made a party, to the threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director, officer,
employee or agent of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another enterprise,
against expenses including attorneys' fees, judgements, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding, or any appeal therein. The Bylaws also
provide that the Company may pay, in advance of the final disposition of the
action, suit or proceeding, expenses incurred by the person which may be
indemnifiable as provided therein.
The MGCL requires a corporation (unless its charter provides otherwise,
which the Charter does not) to indemnify a director or officer who has been
successful, on the merits or otherwise, in the defense of any proceeding to
which he is made a party by reason of his service in that capacity. The MGCL
permits a corporation to indemnify its present and former directors and
officers, among others, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any
proceeding to which they may be made a party by reason of this service in
those or other capacities unless it is established that (a) the act or
omission of the director or officer was material to the matter giving rise to
the proceeding and (i) was committed in bad faith or (ii) was the result of
active and deliberate dishonesty, (b) the director or officer actually
received an improper personal benefit in money, property or services or (c)
in the case of any criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was unlawful. However,
under the MGCL, a Maryland corporation may not indemnify for an adverse
judgment in a suit by or in the right of the corporation or for a judgment of
liability on the basis that personal benefit was improperly received, unless
in either case a court orders indemnification and then only for expenses. In
addition, the MGCL requires the Company, as a condition to advancing
expenses, to obtain (a) a written affirmation by the director or officer of
his good faith belief that he has met the standard of conduct necessary for
indemnification by the Company as authorized by the Bylaws
II-2
<PAGE>
and (b) a written statement by or on his behalf to repay the amount paid or
reimbursed by the Company if it shall ultimately be determined that the
standard of conduct was not met.
Each of the Plans provides that each of the members of the Board of
Directors of the Company administering the respective Plan, from time to time
shall be indemnified by the Company against reasonable expenses, including
attorneys' fees, actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan, or any option
granted thereunder, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal counsel
selected by the Company) or paid by them in satisfaction of a judgment in any
such action, suit or proceeding, except in relation to such matters as to
which it is judged in such action, suit or proceeding that such persons are
liable for negligence or misconduct in the performance of his or her duties
and provided further that in sixty (60) days after the institution of any
such action, suit or proceeding, such persons shall in writing have offered
the Company the opportunity, at its expense, to handle and to defend the same.
Insofar as indemnification for liabilities arising out of the Securities
Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
4.1 Chesapeake Biological Laboratories, Inc. Second Incentive
Stock Option Plan (incorporated by reference to the
Registration Statement on Form S-18 of the Company
(No.33-17655))
4.2 Chesapeake Biological Laboratories, Inc. Third Incentive
Stock Option Plan (incorporated by reference to the
Registration Statement on Form S-18 of the Company
(No. 33-17655))
4.3 Chesapeake Biological Laboratories, Inc. Fourth Incentive
Stock Option Plan (incorporated by reference to the Company's
Quarterly Report on Form 10-Q for Fiscal Quarter ended
December 31, 1996)
II-3
<PAGE>
4.4 Articles of Restatement of the Charter of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-2 (Registration
No. 333-25903), declared effective June 4, 1997)
4.5 Amended and Restated Bylaws of the Company (incorporated
by reference to the Company's Quarterly Report on
Form 10-Q for fiscal quarter ended June 30, 1995)
5.1 Opinion of Ballard Spahr Andrews & Ingersoll
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ballard Spahr Andrews & Ingersoll (included in
Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
Item 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement.
II-4
<PAGE>
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change in such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended, each such post-effective
amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, as
amended, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act of 1933, as amended, and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933, as amended, and will be governed by the final adjudication of
such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baltimore, State of
Maryland, on the date below:
Dated:
Chesapeake Biological Laboratories, Inc.
January 26, 1998 By: /s/ John C. Weiss, III
-----------------------------------
John C. Weiss, III, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John C. Weiss, III and John T. Janssen
and each or any one of them, his or their true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and
amendments (including post-effective amendments) to the Registration
Statement and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <S> <S>
/s/ William P. Tew Chief Executive Officer January 26, 1998
- -------------------------- and Chairman of the Board
William P. Tew, Ph.D. of Directors
II-6
<PAGE>
Signature Title Date
- --------- ----- ----
/s/ John C. Weiss, III President and Director January 26, 1998
- --------------------------
John C. Weiss, III
/s/ Narlin B. Beaty Chief Technical Officer January 26, 1998
- -------------------------- and Director
Narlin B. Beaty, Ph.D.
/s/ Thomas C. Mendelsohn Vice President of New Business January 26, 1998
- -------------------------- Development, Secretary and Director
Thomas C. Mendelsohn
/s/ John T. Janssen Chief Financial Officer, Treasurer January 26, 1998
- --------------------------
John T. Janssen
/s/ Regis F. Burke Director January 26, 1998
- --------------------------
Regis F. Burke
/s/ Harvey L. Miller Director January 26, 1998
- --------------------------
Harvey L. Miller
/s/ Thomas P. Rice Director January 26, 1998
- --------------------------
Thomas P. Rice
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
- ---------- ----------- ----
<S> <C> <C>
4.1 Chesapeake Biological Laboratories, Inc.
Second Incentive Stock Option Plan
(incorporated by reference to the Registration
Statement on Form S-18 of the Company (No.
33-17655))
4.2 Chesapeake Biological Laboratories, Inc. Third
Incentive Stock Option Plan (incorporated by
reference to the Registration Statement on
Form S-18 of the Company (No. 33-17655))
4.3 Chesapeake Biological Laboratories, Inc.
Fourth Incentive Stock Option Plan
(incorporated by reference to the Company's
Quarterly Report on Form 10-Q for Fiscal
Quarter ended December 31, 1996)
4.4 Articles of Restatement of the Charter of the
Company (incorporated by reference to Exhibit
3.1 to the Company's Registration Statement on
Form S-2 (Registration No. 333-25903),
declared effective June 4, 1997)
4.5 Amended and Restated Bylaws of the Company
(incorporated by reference to the Company's
Quarterly Report on Form 10-Q for fiscal
quarter ended June 30, 1995)
5.1 Opinion of Ballard Spahr Andrews & Ingersoll
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ballard Spahr Andrews & Ingersoll
(included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
</TABLE>
II-8
<PAGE>
Exhibit 5.1
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL]
FILE NUMBER
841160
January 26, 1998
Chesapeake Biological Laboratories, Inc.
1111 South Paca Street
Baltimore, Maryland 21230-2591
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as counsel to Chesapeake Biological Laboratories,
Inc., a Maryland corporation (the "Company"), in connection with its filing
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), of a Registration
Statement on Form S-8 (the "Registration Statement") to register up to
965,275 shares (the "Shares") of Class A Common Stock, $.01 par value per
share, of the Company (the "Common Stock"), which are issuable upon exercise
of employee stock options granted under the Company's Second Incentive Stock
Option Plan and the Company's Third Incentive Stock Option Plan, and granted
or to be granted under the Company's Fourth Incentive Stock Option Plan
(collectively, the "Plans"). Capitalized terms used but not defined herein
shall have the meanings given to them in the Registration Statement.
In connection with our representation of the Company, and as a
basis for the opinions hereinafter set forth, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of the
following documents (hereinafter collectively referred to as the "Documents"):
1. The Registration Statement;
2. The Plans;
3. The charter of the Company (the "Charter"), certified as of a
recent date by the State Department of Assessments and Taxation of Maryland
(the "SDAT");
<PAGE>
Chesapeake Biological Laboratories, Inc.
January 26, 1998
Page 2
4. The Bylaws of the Company (the "Bylaws"), certified as of a
recent date by its Secretary;
5. A certificate as of a recent date of the SDAT as to the good
standing of the Company;
6. Resolutions adopted by the Board of Directors of the Company
relating to issuance and registration of the Shares pursuant to the Plans
(the "Resolutions"), certified as of a recent date by the Secretary of the
Company;
7. A form of certificate representing the Shares, certified as of
a recent date by the Secretary of the Company.
8. Such other documents and matters as we have deemed necessary
or appropriate to express the opinion set forth in this letter, subject to
the assumptions, limitations and qualifications stated herein.
In expressing the opinions set forth below, we have assumed, and so
far as is known to us there are no facts inconsistent with, the following:
1. Each of the parties (other than the Company) executing any of
the Documents has duly and validly executed and delivered each of the
Documents to which such party is a signatory, and such party's obligations
set forth therein are legal, valid and binding and are enforceable in
accordance with all stated terms.
2. Each individual executing any of the Documents on behalf of a
party (other than the Company) is duly authorized to do so.
3. Each individual executing any of the Documents, whether on
behalf of such individual or another person, is legally competent to do so.
4. Any Documents submitted to us as originals are authentic. Any
Documents submitted to us as certified or photostatic copies conform to the
original documents. All signatures on all Documents are genuine. All public
records reviewed or relied upon by us or on our behalf are true and complete.
All statements and information contained in the Documents are true and
complete. There are no modifications of or amendments to the Documents, and
there has been no waiver of any of the provisions of the Documents, by action
or omission of the parties or otherwise.
<PAGE>
Chesapeake Biological Laboratories, Inc.
January 26, 1998
Page 3
The phrase "known to us" is limited to the actual knowledge,
without independent inquiry, of the lawyers at our firm who have performed
legal services in connection with the issuance of this opinion for the
Company.
Based upon the foregoing, and subject to the assumptions,
limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Maryland and is in good standing with
the SDAT.
2. The Shares are duly authorized and, when and if delivered
against payment therefor in accordance with the resolutions of the Board of
Directors of the Company authorizing their issuance pursuant to the Plans,
will be (assuming that the sum of (i) all shares of Common Stock issued and
outstanding on the date hereof, (ii) all shares of Common Stock issued
between the date hereof and the date on which the Shares are issued (not
including any Shares) and (iii) the Shares will not exceed the number of
shares of Common Stock that the Company has authority to issue and assuming
that the Company is in good standing with the SDAT at any date on which the
Shares are actually issued) validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the substantive laws of the
State of Maryland and we do not express any opinion herein concerning any
other law. We express no opinion as to the applicability or effect of any
state or federal securities laws, including the securities laws of the State
of Maryland, or as to federal or state laws regarding fraudulent transfers.
To the extent that any matter as to which our opinion is expressed herein
would be governed by any jurisdiction other than the State of Maryland, we do
not express any opinion on such matter. The opinion expressed herein is
subject to the effect of judicial decisions which may permit the introduction
of parol evidence to modify the terms or the interpretation of agreements.
We assume no obligation to supplement this opinion if any
applicable law changes after the date hereof or if we become aware of any
fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you solely for submission to the
Commission as an exhibit to the Registration Statement and, accordingly, may
not be relied upon by, quoted in
<PAGE>
Chesapeake Biological Laboratories, Inc.
January 26, 1998
Page 4
any manner to, or delivered to any other person or entity without, in each
instance, our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of the name of our firm therein.
In giving this consent, we do not admit that we are within the category of
persons whose consent is required by Section 7 of the Securities Act.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
<PAGE>
Exhibit 23.1
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated May 1, 1997,
included in Chesapeake Biological Laboratories, Inc.'s Form 10-K for the year
ended March 31, 1997, and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Baltimore, Maryland
January 22, 1998
