<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1999 or
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
---------- ----------
Commission File Number 0-16109
ADVANCED POLYMER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2875566
- ------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
123 Saginaw Drive, Redwood City, California 94063
- ------------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 366-2626
--------------
Securities registered pursuant to Section 12 (b) of the Act: None
----
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock ($.01 par value)
-----------------------------
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 12 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 (ss.229.405 of this chapter) is not
contained herein, and will not be contained, to the best of the
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]
---
The aggregate market value of the voting stock of the registrant held
by non-affiliates of the registrant as of April 20, 2000, was
$67,821,121. (1)
As of April 20, 2000, 20,162,937 shares of registrant's Common Stock,
$.01 par value, were outstanding.
- -----------------------------------------------------------------------
(1)Excludes 4,876,026 shares held by directors, officers and
shareholders whose ownership exceeds 5% of the outstanding shares at
April 20, 2000. Exclusion of such shares should not be construed as
indicating that the holders thereof possess the power, directly or
indirectly, to direct the management or policies of the registrant,
or that such person is controlled by or under common control with
the registrant.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
Form
10-K
Document Part
- -------- ----
<PAGE>
TABLE OF CONTENTS
PART III
ITEM 10. Directors and Executive Officers of the Registrant
ITEM 11. Executive Compensation
ITEM 12. Security Ownership of Certain Beneficial Owners
and Management
ITEM 13. Certain Relationships and Related Transactions
PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K
Signatures
<PAGE>
Part III
Item 10. Directors and Executive Officers of the Registrant
<TABLE>
<CAPTION>
DIRECTORS
DIRECTOR
NAME AGE POSITION WITH COMPANY SINCE
- ----------------------- --- --------------------- --------
<S> <C> <C> <C>
John J. Meakem, Jr. 63 Chairman, President and CEO 1991
Stephen A. Drury (1) 63 Director 1999
Carl Ehmann, M.D. (3) 57 Director 1994
Jorge Heller, Ph.D. (3) 72 Director 1991
Peter Riepenhausen (2)(4) 63 Director 1991
Toby Rosenblatt (1)(2)(4) 61 Director 1983
Richard D. Spizzirri (4) 66 Director 1999
Gregory H. Turnbull (1) 61 Director 1986
C. Anthony Wainwright (2)(4) 66 Director 1996
Dennis Winger (1)(4) 52 Director 1993
<FN>
- ----------------
(1) Member of the Finance and Audit Committee of the Board.
(2) Member of the Compensation and Stock Option Committee of the
Board.
(3) Member of the Science Oversight Committee of the Board.
(4) Member of the Strategic Alternatives Committee
</FN>
</TABLE>
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS
NAME AGE POSITION WITH COMPANY
- ----------------------- --- ---------------------
<S> <C> <C>
Michael O'Connell 50 Executive Vice President,
Chief Financial and
Administrative Officer of
Company, President of
Pharmaceutical Sciences
Les Riley 55 Senior Vice President;
President of Dermatology
and Skin Care
Subhash J. Saxena, Ph.D 53 Senior Vice President,
Head, Research and Development
</TABLE>
John J. Meakem, Jr. -- chief executive officer and president of APS since
June 1991, director since July 1991; chairman of APS board of directors since
March 1993; chairman of Premier, Inc., a privately held company, from 1986
until its acquisition by APS in 1993. From 1970 to 1986, Mr. Meakem was with
Combe, Inc. and served as corporate executive vice president and president of
Combe, North America. Prior to that Mr. Meakem was vice president of
Richardson-Vicks, Inc.
Stephen A. Drury -- director of APS since May 1999. Mr. Drury is
currently a healthcare financial advisor and a private investor. Prior to
his retirement in 1997 he was executive vice president and a director of Owen
Healthcare since 1992 and senior vice president and chief financial officer
of Integrated Health Services, Inc. from 1989 until 1992. Prior to that Mr.
Drury served as senior vice president of Thomson McKinnon Securities and
managing director of its Healthcare Capital Markets Group from 1985 to 1989.
Carl Ehmann, M.D., F.A.C.P. -- director of APS since June 1994. Dr.
Ehmann is currently a business consultant. Prior to his retirement in 1999
he was Group Director, Global Research and Development of Reckitt & Colman
plc since 1996 and executive vice president-research and development of R.J.
Reynolds Tobacco Company where he also served as a member of the executive
and operating committee from 1992 until 1996. Prior to that Dr. Ehmann
served as executive vice president of research and development at Johnson &
Johnson Consumer Products, Inc. from 1987 to 1992.
Jorge Heller, Ph.D. -- director of APS since April 1991. Dr. Heller is a
full time consultant to the Company and its Chief Scientist. Prior to
joining the Company, Dr. Heller was director of the controlled release and
biomedical polymers program at SRI International until January 1994, where he
was a staff member since 1974. He is also adjunct professor of pharmacy at
the University of California, San Francisco, and at the University of Utah.
He is editor of the Journal of Controlled Release and past president of the
Controlled Release Society.
Peter Riepenhausen -- director of APS since April 1991. Mr. Riepenhausen
is currently a business consultant. He was president and chief executive
officer of ReSound Corporation from 1994 to 1998. He serves as a director of
Audimed, Germany. He also served as a director of Caradon (Europe) plc from
April 1994 until September 1998. He served as vice chairman of the board of
directors of The Cooper Companies, Inc. from January, 1987 until September,
1989, and from January, 1984 until December, 1986 he was executive vice
president of The Cooper Companies, Inc. Mr. Riepenhausen has also held
executive positions with Blendax-Werke R. Schneider GmbH & Co. of West
Germany and Pepsico, Inc.
Toby Rosenblatt -- director of APS since September 1983. Mr. Rosenblatt
is president of The Glen Ellen Company and president of Founders Investments,
Ltd. Both companies are involved in private investment activities. Mr.
Rosenblatt also serves as a director of State Street Research Mutual Funds
and is a trustee of numerous civic and educational institutions.
Richard D. Spizzirri -- director of APS since May 1999. Mr. Spizzirri has
been senior counsel to the law firm of Davis Polk & Wardwell since 1995 and
was a partner of Davis Polk & Wardwell from 1967 to 1994.
Gregory H. Turnbull -- director of APS since February 1986. Mr. Turnbull
is currently a business consultant and a director of Planar Systems, Inc.
Previously, he was a general partner of Cable & Howse Ventures, a venture
capital organization which he first joined in 1983, and of which he is
currently a special limited partner. Prior to his work as a venture
capitalist, Mr. Turnbull was an investment banker for 15 years with Morgan
Stanley & Co. and White Weld & Co.
Charles Anthony Wainwright -- director of APS since November 1996. Mr.
Wainwright is currently vice chairman of McKinney & Silver, a national
advertising agency and a director of the following companies: Gibson
Greetings, American Woodmark Corp., Del Webb Corp., Caribiner Corp., and
Marketing Services Group, Inc. He was the chairman of Harris Drury Cohen
from 1995 until early 1997 and from 1990 to 1995, he was the chairman of
Compton Partners, Saatchi & Saatchi. He was also the president and chief
operating officer of the Bloom Companies from 1980 until 1989.
Dennis Winger -- director of APS since February 1993. Mr. Winger is
senior vice president and chief financial officer of PE Corporation. From
1989 to 1997, Mr. Winger was senior vice president, finance and
administration and chief financial officer of Chiron Corporation. He was
also a member of Chiron's Strategy Committee. Prior to joining Chiron, Mr.
Winger held a series of financial positions at The Cooper Companies, Inc.,
including chief financial officer.
Michael O'Connell - chief financial officer of APS since July 1992; senior
vice president and chief administrative officer since 1993; executive vice
president and president of APS' Pharmaceutical Sciences since 1998. From
1980 to 1992, he held various positions with The Cooper Companies including
vice president, finance and corporate controller from 1989 to 1991, vice
president, finance and administration of Coopervision Surgical from 1987 to
1989 and vice president, finance and administration of Coopervision
International from 1986 to 1987.
Les Riley - senior vice president of APS and president of APS' Dermatology
and Skin Care since January 1996. From 1993 to 1995, he was the chief
executive officer and president of Tristrata Incorporated ("Tristrata"), a
member of the board of directors of Neostrata Company ("Neostrata") a
subsidiary of Tristrata, and chief executive officer of Neostrata. From 1976
to 1993, he held various positions with Ortho Pharmaceutical Corporation
where he was president of the Dermatology Division from 1991 to 1993 in
addition to being a member of the Board of Directors.
Subhash J. Saxena, Ph.D. - senior vice president head of research and
development of APS since 1999; senior vice president of research and
development/regulatory affairs of APS since 1998; vice president of research
and development/regulatory affairs of APS since 1994; director of
pharmaceutical sciences of APS since 1988. From 1983 to 1988, he was a
director of research and development for VLI Corporation.
Item 11. Executive Compensation
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION COMPENSATION AWARDS
------------ -------------------
RESTRICTED SECURITIES
STOCK UNDERLYING ALL
SALARY BONUS AWARDS OPTIONS OTHER
NAME AND POSITION YEAR ($) ($) ($)(1) (#) COMPENSATION
- ----------------- ---- ------ ------- ------ ------- ------------
<S> <C> <C> <C> <C> <C> <C>
John J. Meakem, Jr. 1999 381,789 0 0 0(2) 4,800(3)
Chairman, President 1998 373,654 0 359,400 198,000 4,800(3)
and Chief Executive 1997 339,635 100,000 0 50,000 4,569(3)
Officer
Michael O'Connell 1999 242,423 33,000 0 0 4,800(3)
Executive Vice 1998 235,616 0 119,800 110,000 4,800(3)
President, Chief 1997 211,769 56,000 0 40,000 4,750(3)
Financial and
Administrative
Officer; President
of Pharmaceutical
Sciences
Les Riley 1999 242,423 30,000 0 0 4,800(3)
Senior Vice 1998 235,616 0 119,800 75,000 4,800(3)
President, President 1997 211,769 56,000 0 40,000 169,799(4)
of Dermatology and
Skin Care
Subhash J. Saxena, Ph.D. 1999 194,942 20,000 0 0 4,800(3)
Senior Vice 1998 188,077 0 0 70,000 4,800(3)
President, Head, 1997 166,731 37,500 0 20,000 4,560(3)
Research and
Development
<FN>
- ---------------
(1) The dollar value of restricted stock awards net of consideration paid by
the named executive officer was calculated using the closing market price
of the Company's Common Stock on the date the restricted stock award was
granted. Each restricted stock award provides that for a period of three
years after the award of restricted stock, the recipient may not sell,
assign, transfer, pledge or otherwise encumber the shares of restricted
stock. Any cash dividends with respect to shares of restricted stock are
automatically reinvested in additional shares of restricted stock. Each
restricted stock award provides that if the employee should leave the
employ of the Company prior to three years from the date of award, unless
waived by the administrator of the plan under certain circumstances, the
Company will have the right to repurchase the restricted stock at their
original purchase price of $.01 per share. As of December 31, 1999, the
Company had a total of 100,000 shares of restricted stock outstanding
with an aggregate value of $343,800 based on the value of the Company's
shares at December 31, 1999.
(2) Mr. Meakem was granted an option to acquire 27,000 shares on January 12,
2000 in lieu of a cash bonus.
(3) The stated amounts are Company matching contributions to the Advanced
Polymer Systems Salary Reduction Profit Sharing Plan. In 1999, the
Company made matching contributions equal to 50% of each participant's
contribution during the plan year up to a maximum amount equal to the
lesser of 3% of each participant's annual compensation or $4,800.
(4) This amount consists of $165,349 in relocation costs that were taxable to
Mr. Riley in 1997 and $4,450 in Company matching contribution to the
Advanced Polymer Systems Salary Reduction Profit Sharing Plan. See note
(2) above.
</FN>
</TABLE>
STOCK OPTION GRANTS IN 1999
There were no stock options granted in 1999 to the named executive officers.
<TABLE>
The following table sets forth certain information with respect to options exercised during 1999
and the value of options held at fiscal year end by the executive officers named in the Summary
Compensation Table.
AGGREGATED OPTION EXERCISES IN 1999 AND 1999 YEAR-END OPTION VALUES
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT 1999 YEAR-END AT FISCAL YEAR-END (2)
SHARES ------------------------- --------------------------
ACQUIRED
UPON
OPTION VALUE
EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME (#) ($)(1) (#) (#) ($) ($)
- --------------------- -------- -------- ----------- ------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
John J. Meakem, Jr. 0 0 684,525 166,389 0 0
Michael O'Connell 0 0 362,916 87,084 0 0
Les Riley 0 0 195,452 44,548 0 0
Subhash J. Saxena, Ph.D 0 0 158,834 51,666 0 0
<FN>
- ---------------
(1) Market value of underlying securities at exercise less the exercise price.
(2) Market value of underlying securities at fiscal year-end minus the
exercise price of "in-the-money" options.
</FN>
</TABLE>
Item 12. Security Ownership of Certain Beneficial Owners and
Management
<TABLE>
The following table sets forth beneficial Common Stock ownership as of April
20, 2000, by (i) each person who is known by the Company to own beneficially
more than 5% of the outstanding shares of Common Stock, (ii) each director
and each executive officer named in the Summary Compensation Table above, and
(iii) all executive officers and directors as a group. Each person has sole
investment and voting power with respect to the shares indicated, subject to
community property laws where applicable and except as otherwise set forth in
the footnotes to the table.
<CAPTION>
NUMBER PERCENT
OF OF
NAME SHARES(1) CLASS(1)
- ------------------------------------------- --------- --------
<S> <C> <C>
Stephen A. Drury(2) 7,264 *
Carl Ehmann, M.D., F.A.C.P.(3) 78,486 *
Jorge Heller, Ph.D.(4) 111,486 *
John J. Meakem, Jr.(5) 1,009,866 4.8
Michael O'Connell(6) 411,000 2.0
Peter Riepenhausen(7) 119,486 *
Les Riley(8) 229,658 1.1
Toby Rosenblatt(9) 274,012 1.4
Subhash J. Saxena, Ph.D.(10) 171,686 *
Richard D. Spizzirri(11) 7,264 *
Gregory H. Turnbull(12) 86,486 *
C. Anthony Wainwright(13) 41,236 *
Dennis Winger(14) 86,486 *
Citigroup, Inc.(15) 4,339,190 21.5
388 Greenwich Street
New York, NY 10013
Officers and Directors as a group(13 persons) 2,634,416 11.9
(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)(13)(14)
<FN>
- --------------
* Less than one percent.
(1) Assumes the exercise of all outstanding options and warrants
to purchase Common Stock held by such person or group to the
extent exercisable on or before June 20, 2000, and that no
other person has exercised any outstanding stock options.
(2) Includes 6,250 shares underlying presently exercisable stock
options.
(3) Includes 75,000 shares underlying presently exercisable
stock options.
(4) Includes 100,000 shares underlying presently exercisable
stock options.
(5) Includes 754,025 shares underlying presently exercisable
stock options.
(6) Includes 383,749 shares underlying presently exercisable
stock options.
(7) Includes 21,050 shares held as family trust and 95,000
shares underlying presently exercisable stock options.
(8) Includes 208,473 shares underlying presently exercisable
stock options.
(9) Includes 85,000 shares underlying presently exercisable
stock options.
(10) Includes 170,083 shares underlying presently exercisable
stock options.
(11) Includes 6,250 shares underlying presently exercisable stock
options.
(12) Includes 85,000 shares underlying presently exercisable
stock options.
(13) Includes 38,750 shares underlying presently exercisable
stock options.
(14) Includes 85,000 shares underlying presently exercisable
stock options.
(15) Based solely on information contained in a Schedule 13G
dated January 27, 2000, and includes 1,666,600 shares
held by SSB Citi Fund Management LLC and 2,649,190 shares
held by Salomon Smith Barney, Inc.
</FN>
</TABLE>
Item 13. Certain Relationships and Related Transactions
The Company entered into a three-year employment agreement with Mr. Meakem in
May 1993. In 1995, the employment agreement was amended to extend the term
for an additional three years and provide for automatic yearly extensions
thereafter unless written notice of its intention not to automatically extend
the agreement is given by either party. The agreement was further amended in
April 1999 to clarify the definition of "change in control". The employment
agreement provides that Mr. Meakem may elect to terminate his employment
within stated periods of a change in control of the Company and receive an
amount equal to his prior twelve months' salary and bonus, payable over the
subsequent twelve month period. Mr. Meakem is entitled to receive an amount
equal to twice his prior twelve months' salary and bonus if the Company
should terminate his employment within stated periods of a change in control
or if he elects to terminate his employment following a change in control if
his position with the Company is reduced in terms of responsibility or
indicia of status. "Change in control" under the agreement is defined to
include an acquisition of more than fifty percent of the outstanding shares
of the Company or a change in the majority of the members of the Board of
Directors. Mr. Meakem will be eligible to participate in the Company's
Retention Plan, but only to the extent he is not eligible to receive
comparable benefits under his employment agreement. He is also a participant
under the Company's Executive Stay Bonus Plan.
The Compensation and Stock Option Committee of the Board has approved a
Retention Incentive Plan ("Retention Plan") for certain key employees,
including the executive officers of the Company named in the Summary
Compensation Table above. The purpose of the Retention Plan is to encourage
key employees to continue their employment with the Company, enhance their
ability to perform effectively and provide the Company with the benefit of
their continued service. Under the Retention Plan, the company entered into
individual retention agreements with the covered executives providing that
the executive will be eligible for certain benefits if his or her employment
is terminated under specified circumstances. These agreements expire no
later than July 31, 2002. If the executive's full-time employment with the
Company is terminated by the Company (other than for cause) or by the
executive for good reason (due to a material reduction in the executive's
authority or responsibility, base salary or other compensation or employee
benefits, or a change in the executive's principal place of work more than 40
miles from the Company's current headquarters), the executive will be
retained as a part-time employee for a period ranging from a minimum of 12
months to a maximum of the later of 24 months or until July 31, 2003 (the
"Retention Period"). During the Retention Period, the executive will receive
continuation of salary, payable one-half in a lump sum following termination
of full-time employment and the remainder ratable over the Retention Period
and an annual bonus equal to the bonus paid during the immediately preceding
12-month period. Under these agreements, Mr. Riley and Mr. Saxena would
receive benefits through July 31, 2001; Mr. O'Connell would receive benefits
for 24 months following termination; and Mr. Meakem would receive benefits
through July 31, 2003. Under the Retention Incentive Plan, each executive
will also agree not to compete with the Company during the Retention Period.
The Compensation and Stock Option Committee of the Board also has approved an
Executive Stay Bonus Plan covering key executives, including the named
executive officers. The purpose of this plan is to encourage key executives
who play a critical role in the Company to optimize the Company's previously
announced process of reviewing all strategic alternatives, including the
possible sale of all or part of the Company. In the event of the sale of all
or part of the Company at a favorable price that exceeds a specified amount,
the plan provides for payments to the covered executives up to an aggregate
total payment to all covered executives not to exceed $1 million. The right
to receive payments under the Executive Stay Bonus Plan requires a covered
executive to remain with the Company through any sale unless the covered
executive's employment is terminated without cause.
As of January 1, 1999, the Company had an outstanding secured loan receivable
of $253,000 from Mr. Meakem with an interest rate of approximately 10%, the
maximum allowed under California law. The loan was approved by the
Compensation and Stock Option Committee of the Company's Board of Directors.
Repayment of the loan and related interest was received in 1999.
During 1999, the Company paid to Dr. Jorge Heller (who consults for the
Company on a full time basis and is the Company's Chief Scientist) and Peter
Riepenhausen, who are both directors of the Company, for consulting services
in their field of expertise, the respective amounts of $181,250 and $20,000.
Payments for similar services in 1998 were $160,000 and $7,500, respectively,
and in 1997 were $144,999 and $0, respectively. In the prior years, the
Company paid consulting fees to Dr. Carl Ehmann and C. Anthony Wainwright,
who are also directors of the Company, the respective amounts of $3,000 and
$4,500 in 1998 and $0 and $2,000 in 1997.
The Company has entered into agreements with Large Scale Biology Corporation
("LSB Corp.") formerly known as Biosource Technologies, Inc. of which Toby
Rosenblatt is a stockholder and a former director. All agreements between APS
and LSB Corp. have been, and will continue to be, considered and approved by
a vote of the disinterested directors. In November 1997, LSB Corp. filed a
complaint against the Company in the San Mateo Superior Court alleging
failure to make annual minimum purchases of melanin and the Company cross
complained. In December 1998, the Company reached a settlement agreement with
LSB Corp. In 1999, pursuant to the settlement agreement, the Company paid
LSB Corp. a net amount of $1,300,000, which consisted of a $1,500,000
settlement of LSB Corp. claims and a $200,000 settlement of the Company's
cross claims.
<PAGE>
For purposes of complying with the amendments to the rules governing
Registration Statements on Form S-8 (effective July 13, 1990) under the
Securities Act of 1933 ("the Act"), as amended, the undersigned
registrant hereby undertakes as follows, which undertaking shall be
incorporated by reference into Part II of the registrant's Registration
Statements on Form S-8 Nos. 33-18942, 33-21829, 33-29084, 33-50640,
333-06841, 333-35151 and 333-60585 filed on April 25, 1990, May 12,
1988, September 30, 1991, August 11, 1992, June 26, 1996, September 8,
1997 and August 4, 1998, respectively.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Act 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 Act
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirement of Section 13 or 15 (d) 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.
ADVANCED POLYMER SYSTEMS, INC.
By: /s/John J. Meakem, Jr.
----------------------------------------------
John J. Meakem, Jr.
Chairman, President, Chief Executive Officer
<TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on
the dates indicated.
<CAPTION>
Signature Title Date
- --------------------------------------------------------------------------
<S> <C> <C>
/S/ John J. Meakem, Jr. Chairman, President,
- ------------------------- Chief Executive Officer April 28, 2000
John J. Meakem, Jr. --------------
/S/ Michael O'Connell Executive Vice President,
- ------------------------- Chief Administrative Officer
Michael O'Connell and Chief Financial Officer April 28, 2000
--------------
/S/ Stephen Drury Director April 28, 2000
- ------------------------- --------------
/S/ Carl Ehmann Director April 28, 2000
- ------------------------- --------------
Carl Ehmann
/S/ Jorge Heller Director April 28, 2000
- ------------------------- --------------
Jorge Heller
/S/ Peter Riepenhausen Director April 28, 2000
- ------------------------- --------------
Peter Riepenhausen
/S/ Toby Rosenblatt Director April 28, 2000
- ------------------------- --------------
Toby Rosenblatt
/S/ Richard Spizzirri Director April 28, 2000
- ------------------------- --------------
/S/ Gregory H. Turnbull Director April 28, 2000
- ------------------------- --------------
Gregory H. Turnbull
/S/ C. Anthony Wainwright Director April 28, 2000
- ------------------------- --------------
C. Anthony Wainwright
/S/ Dennis Winger Director April 28, 2000
- ------------------------- --------------
Dennis Winger
</TABLE>
