UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)(1)
PICK Communications Corp.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
719569-949
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(CUSIP Number)
Bruce Glaser, 830 Third Avenue, Fourth Floor, New York, NY 10022
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 1999
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(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
(Continued on following pages)
(Page 1 of 13 Pages)
- ----------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
CUSIP No. 719569-949 SCHEDULE 13D Page 2 of 13 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Commonwealth Associates L.P.
13-3467952
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 297,297
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
297,297
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
297,297
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 719569-949 SCHEDULE 13D Page 3 of 13 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Commonwealth Associates Management Company, Inc.
13-3468747
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 297,297
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
297,297
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
297,297
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 719569-949 SCHEDULE 13D Page 4 of 13 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael S. Falk
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
35,608
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 297,297
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 35,608
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
297,297
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
332,905
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
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14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 719569-949 SCHEDULE 13D Page 5 of 13 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert Priddy
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
109,525
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 297,297
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 109,525
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
297,297
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
406,822
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
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14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 719569-949 SCHEDULE 13D Page 6 of 13 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Keith Rosenbloom
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
13,613
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 297,297
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 13,613
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
297,297
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
310,910
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 719569-949 SCHEDULE 13D Page 7 of 13 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basil Asciutto
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
1,000
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 297,297
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,000
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
297,297
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
298,297
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 13
Item 1. Security and Issuer.
This statement relates to the common stock, par value $.01 per share
("Common Stock"), of PICK Communications Corp., a Nevada corporation (the
"Company"). The address of the Company's principal executive office is 155
Route 46 West, Interchange Plaza II, Wayne, New Jersey 07470.
The shares of Common Stock that are the subject of this statement either
(A) were issued (i) as placement agent compensation in connection with a
private placement (the "Agent's Shares"), (ii) as solicitation agent in
connection with a debt restructuring (the "Restructuring") undertaken by
the Company (the "Restructuring Shares"), or (iii) were or may in the
future be issued in connection with the extension and subsequent amendment
(the "Note Shares") of $900,250 principal amount of the Company's
convertible promissory notes (the "Notes") or (B) are issuable (i) upon
exercise of five-year warrants (the "Agent's Warrants") issued as
placement agent compensation which have an exercise price of $.10 per
share, (ii) upon conversion of shares of the Company's series B
convertible preferred stock (the "Series B Preferred"), at a conversion
rate of $.10 per share or 10 shares of Common Stock for each share of
Series B Preferred, (iii) upon conversion of the Notes, at a conversion
rate of $1.00 per share or one share of Common Stock for each $1.00
principal amount of Notes, (iv) upon exercise of five-year warrants issued
in connection with the private placement of the Notes (the "Private
Placement Warrants") which have an exercise price of $.10 per share or
which the Company may be required to issue as compensation for extending
and amending the Notes (the "Note Warrants") or (v) upon exercise of
five-year warrants issued in connection with the Restructuring (the
"Restructuring Warrants") which have an exercise price of $1.375 per
share. Certain of the foregoing conversion and exercise prices reflect
adjustments which were made subsequent to the date of issuance and such
prices are subject to further adjustment in certain instances.
Item 2. Identity and Background.
This statement is filed jointly by Commonwealth Associates L.P.
("Commonwealth"), a limited partnership organized under the laws of New
York, whose principal business is investment banking and advisory
services, Commonwealth Associates Management Company, Inc., the corporate
general partner of Commonwealth ("CAMC"), Michael S. Falk, the Chairman
and controlling equity owner CAMC, Keith Rosenbloom and Basil Asciutto,
employees, directors and shareholders of CAMC, and Robert Priddy, a
director and shareholder of CAMC (the "Reporting Persons").
The officers of CAMC (the "CAMC Officers"), all of whom are U.S. citizens,
are :
Michael Falk Chief Executive Officer
Keith Rosenbloom Executive Vice President
Bruce Glaser Chief Administrative Officer
Joseph Wynne Chief Financial Officer
Basil Asciutto Chief Operating Officer
The business address for all of the Reporting Persons other than Mr.
Priddy is 830 Third Avenue, 4th Floor, New York, New York 10022. Mr.
Priddy is a principal of RMC Capital, 1640 Powers Ferry, Suite 125,
Marietta, Georgia 30067, an investment firm.
<PAGE>
Page 9 of 13
During the past five years, none of the Reporting Persons or CAMC Officers
has been convicted in a criminal proceeding or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of 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.
The securities included in this statement were acquired with working
capital (in the case of Commonwealth), personal funds (in the case of the
individual Reporting Persons), as consideration for the extension and
amendment of the Notes, and, with respect to the Restructuring Shares and
the Restructuring Warrants, as compensation for acting as solicitation
agent in connection with the Restructuring. A portion of the Restructuring
Shares and Restructuring Warrants were distributed by Commonwealth among
its employees, including the Reporting Persons (other than Mr. Priddy). In
no case were any funds borrowed.
Item 4. Purpose of Transaction.
The Agent's Shares and Agent's Warrants were acquired by the Reporting
Persons as compensation for services rendered in connection with the
Private Placement solely for investment purposes and not for the purpose
of acquiring control of the Company. The Notes, the Private Placement
Warrants and the Series B Preferred were acquired to make a profitable
investment. The Restructuring Shares and Restructuring Warrants were
acquired by the Reporting Persons as compensation for services rendered in
connection with the Restructuring for investment purposes and not for the
purpose of acquiring control of the Company. The granting by the Company
of the right to receive the Note Warrants and the Note Shares was part of
the Restructuring undertaken by the Company for its own purposes.
Pursuant to the Agency Agreement, Commonwealth has the right until
November 2000 to appoint an observer to attend all Board meetings. In
addition, the Agency Agreement contained restrictions on the Company's
ability while the notes were outstanding to amend its certificate of
incorporation or by-laws with shareholder approval and approval of the
holders of a majority of the Notes issued in the Private Placement.
In connection with the Restructuring, the Company and Commonwealth entered
into the Restructuring Agreement, pursuant to which Commonwealth was given
the right to appoint one designee to the Company's Board of Directors and
the Noteholders were given the right to appoint one designee (to be
selected either by Commonwealth or the holders of at least 51% of the
outstanding principal amount of the Notes). In addition, the Company
agreed to appoint Mr. Priddy to the Board, although Mr. Priddy has not yet
determined when or if he will join the Board. While Commonwealth is in
discussions with potential designees, it has not yet appointed anyone to
the Board, and the identity and timing of any designees is currently
uncertain.
Other than as set forth above, the Reporting Persons have no present plans
or proposals which relate to, or could result in, any of the matters
referred to in paragraphs (a) through (j), inclusive, of Item 4 of
Schedule 13D. The Reporting Persons may, at any time and from time to
time, review or reconsider their position and formulate plans or proposals
with respect thereto, but have no present intention of doing so.
<PAGE>
Page 10 of 13
Item 5. Interest in Securities of the Issuer.
(a)(1) Commonwealth is the beneficial owner of an aggregate of 297,297
shares of Common Stock, representing approximately 3.3% of the
issued and outstanding shares of Common Stock of the Company.
Commonwealth's holdings include the right to acquire an aggregate of
174,521 shares underlying notes and warrants.
(a)(2) Mr. Falk is the beneficial owner of an aggregate of 332,905 shares
of Common Stock, representing approximately 3.7% of the issued and
outstanding shares of Common Stock of the Company. In addition to
Commonwealth's 297,297 shares, Mr. Falk's holdings include the right
to acquire an aggregate of 57,000 shares underlying notes and
warrants. In his capacity as Chairman and controlling equity owner
of CAMC, Mr. Falk shares voting and dispositive power with respect
to the securities beneficially owned by Commonwealth and may be
deemed to be the beneficial owner of such securities.
(a)(3) Mr. Priddy is the beneficial owner of an aggregate of 109,525 shares
of Common Stock, representing approximately 1.2% of the issued and
outstanding shares of Common Stock of the Company. Mr. Priddy's
holdings include the right to acquire an aggregate of 57,000 shares
underlying notes, preferred stock and warrants. In his capacity as a
director and equity owner of CAMC, Mr. Priddy shares indirect voting
and dispositive power with respect to the securities beneficially
owned by Commonwealth and may be deemed to be the beneficial owner
of such securities, although Mr. Priddy disclaims beneficial
interest in such shares other than that portion which corresponds
with his equity ownership in CAMC.
(a)(4) Mr. Rosenbloom is the beneficial owner of an aggregate of 13,613
shares of Common Stock, representing approximately .2% of the issued
and outstanding shares of Common Stock of the Company. Mr.
Rosenbloom's holdings include the right to acquire an aggregate of
2,103 shares underlying preferred stock and warrants. In his
capacity as a director and equity owner of CAMC, Mr. Rosenbloom
shares indirect voting and dispositive power with respect to the
securities beneficially owned by Commonwealth and may be deemed to
be the beneficial owner of such securities, although Mr. Rosenbloom
disclaims beneficial interest in such shares other than that portion
which corresponds with his equity ownership in CAMC.
(a)(5) Mr. Asciutto is the beneficial owner of an aggregate of 1,000 shares
of Common Stock, representing less than .1% of the issued and
outstanding shares of Common Stock of the Company. In his capacity
as a director of CAMC, Mr. Asciutto shares voting and dispositive
power with respect to the securities beneficially owned by
Commonwealth and may be deemed to be the beneficial owner of such
securities, although Mr. Asciutto disclaims beneficial interest in
such shares other than that portion which corresponds with his
equity ownership in CAMC.
(b) Number of shares as to which each such person has:
(1) sole power to vote or to direct the vote:
(i) Mr. Falk has the sole power to vote or to direct the vote of
his 35,608 shares.
(ii) Mr. Priddy has the sole power to vote or to direct the vote of
his 109,525 shares.
(iii) Mr. Rosenbloom has the sole power to vote or to direct the
vote of his 13,613 shares.
(iv) Mr. Asciutto has the sole power to vote or to direct the vote
of his 1,000 shares.
<PAGE>
Page 11 of 13
(2) shared power to vote or to direct the vote:
Commonwealth, CAMC, Michael Falk, Robert Priddy, Keith Rosenbloom
and Basil Asciutto share the power to vote or to direct the vote of
Commonwealth's 297,297 shares.
(3) sole power to dispose or to direct the disposition of:
(i) Mr. Falk has the sole power to dispose or to direct the
disposition of his 35,608 shares.
(ii) Mr. Priddy has the sole power to dispose or to direct the
disposition of his 109,525 shares.
(iii) Mr. Rosenbloom has the sole power to dispose or to direct the
disposition of 13,613 shares.
(iv) Mr. Asciutto has the sole power to dispose or to direct the
disposition of his 1,000 shares.
(4) shared power to dispose of or to direct the disposition of:
Commonwealth, CAMC, Michael Falk, Robert Priddy, Keith Rosenbloom
and Basil Asciutto share the power to dispose or to direct the
disposition of Commonwealth's 297,297 shares.
(c) Inapplicable
(d) Inapplicable
(e) Inapplicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Under the terms of the Subscription Agreements filed as Exhibits 4 and 7
hereto between the Company and the purchasers of the Notes and Private
Placement Warrants and the Company and the purchasers of the Series B
Preferred, respectively, the Company is required to prepare and file a
registration statement with the Securities and Exchange Commission with
respect to the shares issuable upon conversion of the Notes, exercise of
the Private Placement Warrants and conversion of the Series B Preferred.
Pursuant to the terms of the Agent's Warrant filed as Exhibit 5 hereto,
the Company has agreed to register the shares of Common Stock underlying
the Agent's Warrants with the SEC under certain circumstances.
Under the terms of the Restructuring Agreement filed as Exhibit 8 hereto,
the Company agreed to file a registration statement with respect to the
Restructuring Shares and Restructuring Warrants within six months of the
effective date of the Restructuring, and to use its best efforts to cause
such registration statement to become effective as soon as possible
thereafter.
Item 7. Materials to be Filed as Exhibits.
(1)* Agency Agreement dated as of July 13, 1998 between Commonwealth
and the Company
- --------
* previously filed
<PAGE>
Page 12 of 13
(2)* Form of Note, as extended and amended
(3)* Form of Private Placement Warrant
(4)* Subscription Agreement regarding purchase of the Company's Notes and
Private Placement Warrants
(5)* Form of Agent's Warrant
(6)* Certificate of Designation, Preferences and Rights of Series B 9%
Convertible Preferred Stock
(7)* Subscription Agreement regarding purchase of the Company's Series B
Preferred
(8)* Agreement dated April 21, 1999 between the Company and Commonwealth
(9)* Joint Statement on Schedule 13D, as required by Rule 13d-1(f)(1)
under the Exchange Act
<PAGE>
Page 13 of 13
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: January 13, 2000 Commonwealth Associates L.P.
New York, New York
By: Commonwealth Associates Management
Company, Inc., its general partner
By: /s/ Joseph Wynne
-----------------------------------
Joseph Wynne
Chief Financial
/s/ Michael S. Falk
Dated: January 13, 2000 ------------------------------------------
New York, New York Michael S.Falk
/s/ Robert Priddy
Dated: January 13, 2000 ------------------------------------------
New York, New York Robert Priddy
/s/ Keith Rosenbloom
Dated: January 13, 2000 ------------------------------------------
New York, New York Keith Rosenbloom
/s/ Basil Asciutto
Dated: January 13, 2000 ------------------------------------------
New York, New York Basil Asciutto
