<PAGE>
Registration No. 33-________
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
EPITOPE, INC.
(Exact name of Registrant as specified in its charter)
Oregon 93-0779127
(State of Incorporation) (IRS Employer Identification No.)
8505 S.W. Creekside Place
Beaverton, Oregon 97005
(Address of Principal Executive Offices) (Zip Code)
EPITOPE, INC., 1991 STOCK AWARD PLAN
(Full Title of Plan)
Adolph J. Ferro, Ph.D.
President and Chief Executive Officer
Epitope, Inc.
8505 S.W. Creekside Place, Beaverton, Oregon 97005
(Name and address, including zip code, of agent for service)
(503) 641-6115
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
- ------------------------------------------------------------------------------
Common stock, no par 550,000 $16.44(1) $9,042,000(1) $3,117.95(1)
value, and options shares
and other rights
related thereto
(1) Pursuant to Rule 457(h), the proposed maximum aggregate offering price
and the registration fee have been computed based upon the average of
the high and low sales prices of the common stock reported on the
American Stock Exchange on June 26, 1995, $16.44 per share.
==============================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Epitope, Inc. (the "Company"),
with the Securities and Exchange Commission are incorporated by reference in
this registration statement:
(a) The Company's annual report on Form 10-K for the year
ended September 30, 1994.
(b) The Company's quarterly reports on Form 10-Q for the
quarters ended December 31, 1994, and March 31, 1995, as amended
by Amendment No. 1 on Form 10-Q/A, and its current reports on
Form 8-K dated December 23, 1994, March 29, 1995, and June 1,
1995.
(c) The description of the Company's common stock set forth
in the Company's current report on Form 8-K dated May 29, 1991.
All documents filed by the Company subsequent to those listed
above pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934, 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 documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Oregon Business Corporation Act (the "Oregon Act") requires
the indemnification of an individual made a party to a proceeding because the
individual is or was a director, officer, employee, or agent of a corporation
against liability incurred in the proceeding if the individual is wholly
successful on the merits or otherwise. In addition, the Oregon Act allows a
corporation to indemnify such an individual if:
(a) The conduct of the individual was in good faith;
(b) The individual reasonably believed that the
individual's conduct was in the best interests of the corporation,
or at least not opposed to its best interests;
(c) In the case of any criminal proceeding, the individual
had no reasonable cause to believe that the individual's conduct
was unlawful;
(d) In the case of any proceeding by or in the right of the
corporation, the individual was not adjudged liable to the
corporation; and
(e) In connection with any proceeding (other than a
proceeding by or in the right of the corporation) charging
improper personal benefit to the individual, the individual was
not adjudged liable on the basis that he or she improperly
received personal benefit.
The Oregon Act also authorizes a court to order indemnification,
whether or not the above standards of conduct have been met, if the court
determines that the officer or director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances. In addition, the
Oregon Act provides that the indemnification described above is not exclusive
of any other rights to which officers or directors may be entitled under a
corporation's articles of incorporation or bylaws, or under any agreement,
action of its board of directors, vote of shareholders, or otherwise.
Article III of the restated articles of incorporation of the
Company permits the Company to indemnify its directors, officers, employees,
and agents to the fullest extent permitted by law. Article V of the bylaws of
the Company requires such indemnification for directors or former directors,
or any individual who may have served at its request as a director of another
corporation in which it owns shares of capital stock or of which it is a
creditor, against expenses and liability, including attorney fees, actually
and necessarily incurred by such individual in connection with any threatened,
pending, or completed action, suit, or proceeding to which the individual is a
party because of service to the Company. Article V of the bylaws further
provides that the foregoing right of indemnification shall not be deemed
exclusive of any other rights to which the individual may be entitled under
the restated articles of incorporation, bylaws, agreement, action of the
shareholders, or otherwise. The Company may, but is not required to, offer
the same rights of indemnification, on a case-by-case basis, to the officers,
employees, and agents of the Company.
In addition to the foregoing right of indemnity, the Company has
entered into indemnification agreements with all current officers and
directors. Each indemnification agreement makes provisions of the Oregon Act
relating to permissive indemnification mandatory and therefore restates the
Company's obligation as set forth in the bylaws, as discussed above. In
addition, each indemnification agreement sets forth the Company's obligation
to indemnify the party to the agreement in the event that the indemnitee is
entitled to indemnification of some but not all liability and expenses.
Procedures are also set forth in the indemnification agreements for the
defense of claims by the Company and in the event that there is a change or
potential change in the control of the Company.
Section 60.367 of the Oregon Revised Statutes (a part of the
Oregon Act) provides that any director held liable pursuant to that section
for the unlawful payment of a dividend or other distribution of assets of a
corporation shall be entitled to contribution from the shareholders who
accepted the dividend or distribution, knowing the same to have been made in
violation of said Oregon Act or the articles of incorporation. The section
also provides that any such director shall be entitled to contribution from
the other directors who voted for or assented to the dividend or distribution
without complying with the applicable standards of conduct prescribed by the
Oregon Act.
The Company carries insurance protecting officers and directors
against certain liabilities that they may incur in their capacities as such.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The index to exhibits listing the exhibits required by Item 601 of
Regulation S-K is located on page 9.
Item 9. Undertakings.
(a) The Company hereby undertakes:
(i) To file, during any period in which offers
or sales are being made, a post-effective amendment to
this registration statement:
(A) To include any prospectus
required by Section 10(a)(3) of the
Securities Act of 1933 ("Securities Act");
(B) 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 whch was registered) and any
deviation from the low or high end of the
estimated maximum offering range may be
reflected in the form of prospectus filed
with the Securities and Exchange
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;
(C) To include any material
information with respect to the plan of
distribution not previously disclosed in
the registration statement or any material
change to such information in the
registration statement;
Provided, however, that paragraphs (a)(i)(A) and (a)(i)(B) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 ("Exchange
Act") that are incorporated by reference in the registration
statement.
(ii) That, for the purpose of determining any
liability under the Securities Act, 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.
(iii) 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Company'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 may be permitted to directors, officers,
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, 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 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a
director, officer, or controlling person of the Company 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 Company 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 and will
be governed by the final adjudication of such issue. The
undertaking of the registrant in the preceding sentence does not
apply to insurance against liability arising under the Securities
Act.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Beaverton, state of Oregon, on
June 30, 1995.
EPITOPE, INC.
By /s/ ADOLPH J. FERRO, Ph.D.
Adolph J. Ferro, Ph.D., President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on June 30, 1995, by the following
persons in the capacities indicated.
Signature Title
/s/ ADOLPH J. FERRO, PH.D. President, Chief Executive Officer,
Adolph J. Ferro, Ph.D. and Director
(Principal Executive Officer)
/s/ GILBERT N. MILLER Executive Vice President and
Gilbert N. Miller Chief Financial Officer
(Principal Financial Officer)
/s/ T. J. PAULSEN Accounting Manager
T. J. Paulsen (Principal Accounting Officer)
*ANDREW S. GOLDSTEIN Director
Andrew S. Goldstein
*W. CHARLES ARMSTRONG Director
W. Charles Armstrong
*RICHARD K. DONAHUE Director
Richard K. Donahue
*MARGARET H. JORDAN Director
Margaret H. Jordan
*R. DOUGLAS NORBY Director
R. Douglas Norby
*MICHAEL J. PAXTON Director
Michael J. Paxton
*ROGER L. PRINGLE Director
Roger L. Pringle
*G. PATRICK SHEAFFER Director
G. Patrick Sheaffer
*By/s/ ADOLPH J. FERRO
Adolph J. Ferro, Ph.D.
(Attorney-in-Fact)
<PAGE>
INDEX TO EXHIBITS
4.1 Restated articles of incorporation, as amended, of registrant.
Incorporated by reference to Exhibit 3.1 to the registrant's current
report on Form 8-K dated May 29, 1991.
4.2 Restated bylaws of registrant. Incorporated by reference to
Exhibit 3.2 to the registrant's annual report on Form 10-K for the
fiscal year ended September 30, 1993.
5 Opinion of Miller, Nash, Wiener, Hager & Carlsen.
23.1 Consent of Price Waterhouse.
23.2 Consent of Miller, Nash, Wiener, Hager & Carlsen. Included in
Exhibit 5.
24 Powers of Attorney.
Other exhibits listed in Item 601 of Regulation S-K are not applicable.
<PAGE>
EXHIBIT 5
June 30, 1995
Epitope, Inc.
8505 S.W. Creekside Place
Beaverton, Oregon 97005
Subject: Epitope, Inc.
Registration Statement on Form S-8
Relating to 1991 Stock Award Plan
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8
("Registration Statement") to be filed by Epitope, Inc., an Oregon corporation
("Company"), with the Securities and Exchange Commission for the purpose of
registering under the Securities Act of 1933, as amended, an additional
550,000 shares of Company's common stock, no par value ("Common Stock"), to be
issued under Company's 1991 Stock Award Plan, as amended and restated (the
"Amended Plan"), together with options and other rights related thereto.
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, certificates of
public officials, and other documents as we have deemed necessary or relevant
as a basis for the opinion set forth herein.
Based on the foregoing, it is our opinion that:
1. The Amended Plan has been duly adopted and approved by
all necessary corporate action and when options or other rights
relating to the 550,000 shares of Common Stock referred to above
have been granted in accordance with the Amended Plan, such
options or rights will have been legally issued.
2. The 550,000 shares of Common Stock referred to above
have been duly authorized and reserved for issuance.
3. When such shares are issued and sold by Company upon
exercise of options or pursuant to other rights duly granted under
the Amended Plan in compliance with state securities laws while
the Registration Statement is effective, and when payment for such
shares to the extent and in the manner required by the Amended
Plan is received by Company, such shares will be legally issued,
fully paid and nonassessable.
We consent to the use of this opinion in the Registration
Statement and in any amendments thereof.
Very truly yours,
MILLER, NASH, WIENER, HAGER & CARLSEN
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated October 28, 1994, which appears on
page 20 of the Epitope, Inc. Annual Report on Form 10-K for the year ended
September 30, 1994.
PRICE WATERHOUSE LLP
Portland, Oregon
June 29, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints ADOLPH J. FERRO, Ph.D., GILBERT N.
MILLER, and each of them his 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 a registration statement
on Form S-8 of Epitope, Inc., relating to 550,000 shares of its Common Stock,
no par value per share ("Common Stock", issuable pursuant to its 1991 Stock
Award Plan, and any and all amendments (including post-effective amendments)
to such 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 said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, 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 each of them or their or his substitute
or substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this power of attorney has been signed by the
following persons in the capacities indicated on April 10, 1995.
Name Title
---- -----
/s/ADOLPH J. FERRO, Ph.D. President, Chief Executive
Adolph J. Ferro, Ph.D. Officer, and Director
(Principal executive officer)
/s/GILBERT N. MILLER Executive Vice-President, Chief
Gilbert N. Miller Financial Officer, and Treasurer
(Principal financial officer)
/s/MICHELLE M. HALLETT Finance Manager
Michelle M. Hallett (Co-principal accounting officer)
/s/T. J. PAULSEN Accounting Manager
T. J. Paulsen (Co-principal accounting officer)
/s/ANDREW S. GOLDSTEIN Director
Andrew S. Goldstein
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints ADOLPH J. FERRO, Ph.D., GILBERT N.
MILLER, and each of them his 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 a registration statement
on Form S-8 of Epitope, Inc., relating to 550,000 shares of its Common Stock,
no par value per share ("Common Stock", issuable pursuant to its 1991 Stock
Award Plan, and any and all amendments (including post-effective amendments)
to such 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 said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, 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 each of them or their or his substitute
or substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this power of attorney has been signed by the
following persons in the capacities indicated on April 7, 1995.
Name Title
---- -----
/s/W. CHARLES ARMSTRONG Director
W. Charles Armstrong
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints ADOLPH J. FERRO, Ph.D., GILBERT N.
MILLER, and each of them his 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 a registration statement
on Form S-8 of Epitope, Inc., relating to 550,000 shares of its Common Stock,
no par value per share ("Common Stock", issuable pursuant to its 1991 Stock
Award Plan, and any and all amendments (including post-effective amendments)
to such 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 said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, 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 each of them or their or his substitute
or substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this power of attorney has been signed by the
following persons in the capacities indicated on April 10, 1995.
Name Title
---- -----
/s/RICHARD K. DONAHUE Director
Richard K. Donahue
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints ADOLPH J. FERRO, Ph.D., GILBERT N.
MILLER, and each of them his 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 a registration statement
on Form S-8 of Epitope, Inc., relating to 550,000 shares of its Common Stock,
no par value per share ("Common Stock", issuable pursuant to its 1991 Stock
Award Plan, and any and all amendments (including post-effective amendments)
to such 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 said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, 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 each of them or their or his substitute
or substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this power of attorney has been signed by the
following persons in the capacities indicated on April 13, 1995.
Name Title
---- -----
/s/MARGARET H. JORDAN Director
Margaret H. Jordan
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints ADOLPH J. FERRO, Ph.D., GILBERT N.
MILLER, and each of them his 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 a registration statement
on Form S-8 of Epitope, Inc., relating to 550,000 shares of its Common Stock,
no par value per share ("Common Stock", issuable pursuant to its 1991 Stock
Award Plan, and any and all amendments (including post-effective amendments)
to such 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 said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, 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 each of them or their or his substitute
or substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this power of attorney has been signed by the
following persons in the capacities indicated on April 7, 1995.
Name Title
---- -----
/s/R. DOUGLAS NORBY Director
R. Douglas Norby
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints ADOLPH J. FERRO, Ph.D., GILBERT N.
MILLER, and each of them his 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 a registration statement
on Form S-8 of Epitope, Inc., relating to 550,000 shares of its Common Stock,
no par value per share ("Common Stock", issuable pursuant to its 1991 Stock
Award Plan, and any and all amendments (including post-effective amendments)
to such 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 said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, 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 each of them or their or his substitute
or substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this power of attorney has been signed by the
following persons in the capacities indicated on April 7, 1995.
Name Title
---- -----
/s/ROGER L. PRINGLE Director
Roger L. Pringle
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints ADOLPH J. FERRO, Ph.D., GILBERT N.
MILLER, and each of them his 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 a registration statement
on Form S-8 of Epitope, Inc., relating to 550,000 shares of its Common Stock,
no par value per share ("Common Stock", issuable pursuant to its 1991 Stock
Award Plan, and any and all amendments (including post-effective amendments)
to such 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 said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, 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 each of them or their or his substitute
or substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this power of attorney has been signed by the
following persons in the capacities indicated on April 10, 1995.
Name Title
---- -----
/s/G. PATRICK SHEAFFER Director
G. Patrick Sheaffer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints ADOLPH J. FERRO, Ph.D., GILBERT N.
MILLER, and each of them his 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 a registration statement
on Form S-8 of Epitope, Inc., relating to 550,000 shares of its Common Stock,
no par value per share ("Common Stock", issuable pursuant to its 1991 Stock
Award Plan, and any and all amendments (including post-effective amendments)
to such 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 said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, 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 each of them or their or his substitute
or substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this power of attorney has been signed by the
following persons in the capacities indicated on April 14, 1995.
Name Title
---- -----
/s/MICHAEL J. PAXTON Director
Michael J. Paxton
<PAGE>
