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FORM 10-KSB/A-1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
[ ] 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 0-28782
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NEOTHERAPEUTICS, INC.
(Name of Small Business Issuer in its charter)
DELAWARE 93-0979187
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
157 TECHNOLOGY DRIVE
IRVINE, CALIFORNIA 92618
(Address of principal executive offices) (Zip Code)
Issuers telephone number: (949)788-6700
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: N/A
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
Common Stock, $.001 par value
Common Stock Purchase Warrants
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Check whether the issuer (1) has all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act during the past 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 [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. [ ]
Revenues for the issuer's most recent fiscal year were $0.
The aggregate market value of the voting stock held by non-affiliates as of
December 31, 1997 was $43,949,199.
As of March 16, 1998, there were 5,474,307 shares of the issuer's Common Stock
outstanding.
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ITEM 10. EXECUTIVE COMPENSATION
The following tables present summary information regarding the
compensation paid and stock options granted to each of the Company's Chief
Executive Officer and its Executive Vice President (the "Named Executive
Officers") for services rendered to the Company in all capacities during the
fiscal years ended December 31, 1996 and 1997. No other executive officer of the
Company received compensation in 1997 in excess of $100,000.
TABLE I
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
-------------------------- UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER OPTIONS
- --------------------------------- ---- ---------- ------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Alvin J. Glasky, Ph.D
Chairman, Chief Executive Officer
and President 1997 ..... $199,992(1) $ -- $ -- --
1996 ..... $165,398(2) -- -- 75,000
Stephen Runnels
Executive Vice President 1997 ..... $108,513 $ -- $ 25,107(3) 62,000
</TABLE>
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(1) Excludes prior years accrued salaries of $265,328 and auto allowances
and expense account reimbursements previously accrued aggregating
$84,516, all of which were paid in 1997.
(2) Includes an auto allowance of $450 per month. See "Employment
Agreement". Of the total amounts, $72,998 has been paid and $92,400 has
been accrued for 1996.
(3) Represents a one-time relocation allowance.
TABLE II
STOCK OPTIONS GRANTED IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
PERCENTAGE OF
TOTAL OPTIONS
OPTIONS GRANTED TO EXERCISE
GRANTED EMPLOYEES IN PRICE EXPIRATION
NAME (NO. OF SHARES) FISCAL YEAR ($/SHARE) DATE
- --------------- -------------- -------------- -------- --------------
<S> <C> <C> <C> <C>
Stephen Runnels 50,000(1) 48% $7.25 April 29, 2007
" 12,000(2) 12% $5.13 April 7, 2007
</TABLE>
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(1) Option becomes exercisable in 20% increments, commencing twelve months
from the date of grant and each year thereafter.
(2) Option becomes exercisable and vested 45 days from the date of grant.
STOCK OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table presents certain information regarding the exercise
of options to purchase shares of the Company's Common Stock by the Named
Executive Officers during the period commencing January 1, 1997 and ending
December 31, 1997:
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TABLE III
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES FISCAL YEAR-END FISCAL YEAR-END(1)
ACQUIRED VALUE ----------------------------- -----------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Alvin J. Glasky, Ph.D. -- -- 25,000 50,000 $159,250 $318,500
Stephen Runnels -- -- 12,000 50,000 $ 64,440 $162,500
</TABLE>
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(1) Based upon the closing price of the Common Stock on December 31, 1997,
as reported by the NASDAQ National Market ($10.50 per share).
EMPLOYMENT AGREEMENT
The Company entered into an employment agreement with Dr. Alvin J.
Glasky, effective as of July 1, 1996. The agreement requires Dr. Glasky to
devote all of his productive time, attention, knowledge and skill to the affairs
of the Company during the term of the agreement. The agreement provides for an
annual base salary of $200,000 with annual increases and an annual bonus based
on the Company's attainment of certain performance objectives. The agreement
ends on June 30, 1999 and may be terminated by the Company with or without
"cause" (as defined in the agreement). The agreement also provides for
guaranteed severance payments equal to Dr. Glasky's annual base salary over the
remaining life of the agreement upon the termination of employment without cause
or upon a change in control of the Company. In connection with entering into
this agreement, Dr. Glasky was granted an incentive stock option to purchase
75,000 shares of Common Stock at an exercise price of $4.13 per share, which
vests in three equal increments over the life of Dr. Glasky's employment
agreement.
COMPENSATION OF DIRECTORS
Each of the Company's non-employee directors receives $1,000 for each
Board of Directors meeting and $500 for each committee meeting attended (with
the Chairman of the committee receiving $1,000). The directors are also
reimbursed for certain expenses in connection with attendance at Board meetings.
During the year ended December 31, 1997, the Company also granted to each
director, other than the Chairman of the Board, an option to purchase 10,000
shares of Common Stock at $12.875 per share.
STOCK OPTION PLANS
The Company has two stock option plans: the 1991 Stock Incentive Plan
(the "1991 Plan") and the 1997 Stock Incentive Plan (the "1997 Plan") (the
"Plans"). The Plans were adopted by the Company's stockholders and Board of
Directors in May 1991 and June 17, 1997, respectively. The Company's 1987 Stock
Incentive Plan, under which no options were issued, expired in 1997.
The 1991 Incentive Stock Option Plan
The 1991 Plan provides for grants of "incentive stock options" within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), nonqualified stock options, stock appreciation rights ("SARs") and
bonus stock. The 1991 Plan authorized for issuance up to 140,000 shares of the
Company's Common Stock. The number of shares issuable under the 1991 Plan is
increased each January 1 by a number equal to one percent of the Company's then
total outstanding shares. On August 7, 1996, the Company's stockholders approved
an amendment to the 1991 Plan increasing the number of authorized shares by
60,000, to a total of 293,154 shares as of that date. As of January 1, 1998, the
number of shares authorized under the 1991 Plan automatically increased by
54,658 (one percent of the total shares outstanding on that date) to a total of
401,430. Under the 1991 Plan, incentive stock options may be granted to
employees, and nonqualified stock options, SARs and bonus stock may be granted
to employees of the Company and other
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persons whose participation in the 1991 Plan is determined to be in the
Company's best interest. As of January 1, 1998, there were options to purchase
255,000 shares of Common Stock outstanding under the 1991 Plan.
The 1997 Incentive Stock Option Plan
The 1997 Plan provides for grants of "incentive stock options" within
the meaning of the Code, nonqualified stock options and rights to purchase
shares of Common Stock ("Purchase Rights"). The 1997 Plan authorized for
issuance up to 500,000 shares of the Company's Common Stock, subject to
adjustment in the number and kind of shares subject to the 1997 Plan and to
outstanding shares in the event of stock splits, stock dividends or certain
other similar changes in the capital structure of the Company. Under the 1997
Plan, incentive stock options, nonqualified stock options and Purchase Rights
may be granted to employees of the Company and its subsidiaries and affiliates.
Nonqualified stock options and Purchase Rights may be granted to employees of
the Company and its subsidiaries and affiliates, non-employee directors and
officers, consultants and other service providers. As of January 1, 1998, there
were options to purchase 45,000 shares of Common Stock outstanding under the
1997 Plan.
The Plans are administered by the Board of Directors or a committee
appointed by the Board (the "Committee"), which has sole discretion and
authority, consistent with the provisions of the Plans, to determine which
eligible participants will receive options, the time when options will be
granted, the terms of options granted and the number of shares which will be
subject to options granted under the Plans.
In the event of a merger of the Company with or into another corporation
or the sale of substantially all of the assets of the Company, all outstanding
options and SARs granted under the 1991 Plan shall be assumed or equivalent
options and SARs substituted by the successor corporation. In the event a
successor corporation refuses to assume or substitute the options and SARs, the
exercisability of the options and SARs under the 1991 Plan shall be accelerated.
The exercise price of incentive stock options must be not less than the
fair market value of a share of Common Stock on the date that the option is
granted (110% with respect to optionees who own at least 10% of the outstanding
Common Stock). Nonqualified options shall have such exercise price as determined
by the Committee. The Committee has the authority to determine the time or times
at which options granted under the Plans become exercisable, provided that
options expire no later than ten years from the date of grant (five years with
respect to optionees who own at least 10% of the outstanding Common Stock).
Options are nontransferable, other than upon death, by will and the laws of
descent and distribution, and incentive stock options may be exercised only by
an employee while employed by the Company or within three months after
termination of employment (one year for termination resulting from death or
disability).
SECTION 401(k) PLAN
In January 1990, the Company adopted the AIT Cash or Deferred Profit
Sharing Plan (the "401(k) Plan") covering the Company's full-time employees
located in the United States. The 401(k) Plan is intended to qualify under
Section 401(k) of the Code, so that contributions to the 401(k) Plan by
employees or by the Company, and the investment earnings thereon, are not
taxable to employees until withdrawn from the 401(k) Plan, and so that
contributions by the Company, if any, will be deductible by the Company when
made. Pursuant to the 401(k) Plan, employees may elect to reduce their current
compensation by up to the statutorily prescribed annual limit ($10,000 in 1998)
and to have the amount of such reduction contributed to the 401(k) Plan. The
401(k) Plan permits, but does not require, additional matching contributions to
the 401(k) Plan by the Company on behalf of all participants in the 401(k) Plan.
The Company has not made any contributions to the 401(k) Plan.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In September 1990, the Company issued a warrant to Dr. Alvin J. Glasky
(the "Glasky Warrant") to purchase up to 88,173 shares of Common Stock of the
Company at any time between September 1, 1990 and August 31, 1995 for $3.75 per
share. Effective August 31, 1995, the expiration date of the Glasky Warrant was
extended to August 31, 2000.
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On June 30, 1990, in exchange for cancellation of $503,144 of
indebtedness for unpaid compensation, the Company issued a total of 402,517
shares of Common Stock in the following amounts: Dr. Alvin J. Glasky, 184,000
shares; Sanford Glasky (the brother of Dr. Alvin J. Glasky), 60,013 shares;
JoAnne Law, 24,333 shares; Luana Kruse, 19,200 shares; Rosalie Glasky (the wife
of Dr. Alvin J. Glasky), 28,065 shares; and John W. Baldridge, 86,906 shares
(the "1990 Restricted Stock Exchange"). On December 30, 1993, in exchange for
cancellation of $690,798 of indebtedness for unpaid compensation and accrued
expenses, the Company issued a total of 276,317 shares of Common Stock in the
following amounts: Dr. Alvin J. Glasky, 169,001 shares; Sanford Glasky, 49,837
shares; JoAnne Law, 16,559 shares; Luana Kruse, 19,800 shares; Rosalie Glasky,
19,178 shares; and John W. Baldridge, 1,942 shares (the "1993 Restricted Stock
Exchange"). Both the 1990 Restricted Stock Exchange and the 1993 Restricted
Stock Exchange involved a risk of forfeiture whereby if the Company did not
generate a minimum of $500,000 in total operating revenues from inception
through December 31, 1995, all shares would be returned to the Company with the
holders forfeiting all rights to the shares and forfeiting any claim to the
previously accrued but unpaid compensation. Effective December 31, 1995, five of
the parties, all of whom were present or past employees of the Company, entered
into agreements with the Company whereby the forfeiture date was extended from
December 31, 1995 to December 31, 1997 in exchange for increasing the minimum
total operating revenues which the Company would need to achieve in order to
avoid forfeiture of the shares from $500,000 to $1,000,000, with such revenues
to be achieved by December 31, 1997. One party claimed that his 88,848 shares
are vested and that there was no need for him to enter into a new Agreement, and
therefore had not entered into an Agreement under the new terms. As of December
31, 1997, the Company had not achieved the revenue goals set forth in the
Agreements, as previously amended. Several former employees who are parties to
the Agreements have indicated disagreement with the Company's position and, to
date, none of the shares have been surrendered for cancellation. The Company's
Chief Executive Officer and his wife, the Secretary and Treasurer of the
Company, have indicated that they are willing to conditionally surrender their
shares, (amounting to an aggregate of 400,244 shares) subject to resolution of
the dispute with the aforementioned former employees. Until such time as the
Company can obtain the surrender of all of these shares and the matter is fully
resolved, the Company is accounting for all of the stock, which it has deemed
forfeited, as issued and outstanding.
On June 6, 1991, the Company entered into an agreement (the "1991 Patent
Agreement") with Dr. Alvin J. Glasky whereby Dr. Glasky assigned to the Company
all rights to the inventions covered by United States Patent No. 5,091,432 and
any corresponding foreign applications and patents, including all continuations,
divisions, reissues and renewals of said applications and any patents issued out
of or based upon said applications (the "Assigned Rights"). The 1991 Patent
Agreement was amended on July 26, 1996. The 1991 Patent Agreement, as amended,
calls for the Company to pay Dr. Glasky a two percent royalty on all revenues
derived by the Company from the use and sale by the Company of any products
covered by these patents and applications or any patents derived from them. In
the event that Dr. Glasky's employment is terminated by the Company without
cause, the royalty rate shall be increased to five percent and in the event that
Dr. Glasky dies during the term of the 1991 Patent Agreement, Dr. Glasky's
family or estate shall be entitled to continue to receive royalties at the rate
of two percent. The 1991 Patent Agreement terminates on the later of its ten
year anniversary or the expiration of the final patent included within the
Assigned Rights. On June 30, 1996, the Company and Dr. Glasky entered into an
agreement whereby Dr. Glasky assigned to AIT all rights to the inventions
covered by United States Patent No. 5,447,938 (the "1996 Patent Agreement"). The
scope of the 1996 Patent Agreement as well as its terms and conditions are
identical in all material respects to the 1991 Patent Agreement; provided,
however, that the aggregate royalty amount with respect to any product shall be
two percent (five percent in the event of termination without cause), even if a
product is based on both patents. The 1996 Patent Agreement was also amended on
July 26, 1996. Dr. Glasky will not receive any royalties with respect to sales
of products which utilize patent rights licenses to the Company by McMaster
University. See "ITEM 1 - Description of Business - Patents and Proprietary
Rights."
On December 31, 1993, the Company issued 200,000 shares of Common Stock
to Dr. Alvin J. Glasky in Exchange for cancellation of $500,000 of indebtedness
for loans made by Dr. Glasky to the Company. Dr. Glasky received certain
registration rights with respect to these shares. The remaining $257,900 in
principal on the loans payable and accrued interest of $300,404 due to Dr.
Glasky were converted into a $558,304 promissory note which, as amended from
time to time, is currently unsecured, bears interest at 9% per annum, and is
payable upon demand.
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In July 1996, all of the holders of the 75 outstanding Revenue
Participation Units ("RPUs") converted their RPUs into an aggregate of 300,000
shares of Common Stock. As a part of this transaction, Dr. Alvin J. Glasky
converted his 28 outstanding RPUs into a total of 112,000 shares of Common
Stock. See Note 8 of Notes to Consolidated Financial Statements.
ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K
a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
3.1 Certificate of Incorporation of the Registrant, as filed on May
7, 1997. (Filed as Exhibit B to the Definitive Proxy Statement
dated May 8, 1997, for the Annual Meeting of Shareholders of
NeoTherapeutics Colorado, the predecessor to Registrant, held on
June 17, 1997, as filed with the Securities and Exchange
Commission on May 9, 1997, and incorporated herein by reference.)
3.2 Bylaws of the Registrant. (Filed as Exhibit C to the Definitive
Proxy Statement dated May 8, 1997, for the Annual Meeting of
Shareholders of NeoTherapeutics Colorado, the predecessor to
Registrant, held on June 17, 1997, as filed with the Securities
and Exchange Commission on May 9, 1997, and incorporated herein
by reference.)
4.1 Form of Registration Rights Agreement dated as of July 23, 1996,
entered into between the Registrant and certain investors named
therein. (Filed as Exhibit 4.1 to the Registration Statement on
Form SB-2 as amended (No. 333-05342-LA), and incorporated herein
by reference.)
4.2 Form of Registration Rights Agreement dated December 30, 1993,
entered into between the Registrant and each of Alvin J. Glasky,
Sanford J. Glasky, Joanne Law, Luana M. Kruse, Rosalie H. Glasky
and John W. Baldridge. (Filed as Exhibit 4.2 to the Registration
Statement on Form SB-2 as amended (No. 333-05342-LA), and
incorporated herein by reference.)
4.3 Form of Representatives' Warrant Agreement dated as of September
25, 1996, entered into in connection with the public offering of
the Company's securities on September 26, 1996. (Filed as Exhibit
4.3 to the Registration Statement on Form SB-2 as amended (No.
333-05342-LA), and incorporated herein by reference.)
4.4 Form of Stock Purchase Agreement dated December 30, 1993,
including amendment effective December 30, 1995, between the
Registrant and each of Alvin J. Glasky, Sanford Glasky, Joanne
Law, Luana Kruse, Rosalie Glasky and John Baldridge. (Filed as
Exhibit 4.4 to the Registration Statement on Form SB-2 as amended
(No. 333-05342-LA), and incorporated herein by reference.)
4.5 Form of Stock Purchase Agreement dated June 30, 1990, as amended
on May 27, 1992, June 30, 1993 and December 30, 1993, and
amendment thereto effective December 30, 1995, between the
Registrant and each of Alvin J. Glasky, Sanford Glasky, Joanne
Law, Luana Kruse, Rosalie Glasky and John Baldridge. (Filed as
Exhibit 4.5 to the Registration Statement on Form SB-2 as amended
(No. 333-05342-LA), and incorporated herein by reference.)
4.6 Warrant Agreement entered into between Neotherapeutics, Inc. and
U.S. Stock Transfer Corporation dated as of September 25, 1996.
(Filed as Exhibit 4.6 to the Registration Statement on Form SB-2
as amended (No. 333-05342-LA), and incorporated herein by
reference.)
10.1 Intentionally omitted.
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
10.2* 1991 Stock Incentive Plan. (Filed as Exhibit 10.2 to the
Registration Statement on Form SB-2 as amended (No.
333-05342-LA), and incorporated herein by reference.)
10.3* Employment Agreement between the Registrant and Alvin J.
Glasky, Ph.D. (Filed as Exhibit 10.3 to the Registration
Statement on Form SB-2 as amended (No. 333-05342-LA), and
incorporated herein by reference.)
10.4 Note dated June 21, 1996 between the Registrant and Alvin J.
Glasky and related Security Agreement dated August 31, 1990.
(Filed as Exhibit 10.4 to the Registration Statement on Form SB-2
as amended (No. 333-05342-LA), and incorporated herein by
reference.)
10.5 Warrant to purchase Common Stock of the Registrant dated August
31, 1990 held by Alvin J. Glasky. (Filed as Exhibit 10.6 to the
Registration Statement on Form SB-2 as amended (No.
333-05342-LA), and incorporated herein by reference.)
10.6 Agreement dated as of June 6, 1991, as amended on July 26, 1996,
by and between the Registrant and Alvin J. Glasky. (Filed as
Exhibit 10.7 to the Registration Statement on Form SB-2 as
amended (No. 333-05342-LA), and incorporated herein by
reference.)
10.7 Agreement dated as of June 30, 1991, as amended on July 26, 1996,
by and between the Registrant and Alvin J. Glasky. (Filed as
Exhibit 10.8 to the Registration Statement on Form SB-2 as
amended (No. 333-05342-LA), and incorporated herein by
reference.)
10.8* Form of Indemnification Agreement between the Registrant and
each of its officers and directors. (Filed as Exhibit 10.10 to
the Registration Statement on Form SB-2 as amended (No.
333-05342-LA), and incorporated herein by reference.)
10.9 Underwriting Agreement dated as of September 25, 1996, among the
Company, Paulson Investment Company, Inc. and First Colonial
Securities Group, Inc. (Filed as Exhibit 1.1 to the Registration
Statement on Form SB-2 as amended (No. 333-05342-LA), and
incorporated herein by reference.)
10.10 Letter Agreement dated March 18, 1993, including addendums dated
April 1, 1993, December 31, 1993, April 6, 1995 and May 3, 1996,
and amendment dated July 26, 1996, between the Registrant and
North American Capital Partners. (Filed as Exhibit 1.2 to the
Registration Statement on Form SB-2 as amended (No.
333-05342-LA), and incorporated herein by reference.)
10.11 Industrial Lease Agreement, dated January 16, 1997, between the
Company and the Irvine Company. (Filed as Exhibit 10.11 to the
Form 10-KSB for the fiscal year ended December 31, 1996, as filed
with the Securities and Exchange Commission on March 31, 1997,
and incorporated herein by reference).
10.12 Addendum to Note dated June 21, 1996 between the Registrant and
Alvin J. Glasky. (Filed as Exhibit 10.12 to the Form 10-KSB for
fiscal year ended December 31, 1996, as filed with the Securities
and Exchange Commission on March 31, 1997, and incorporated
herein by reference).
10.13 1997 Stock Incentive Plan. (Filed as Exhibit D to the Definitive
Proxy Statement dated May 8, 1997, for the Annual Meeting of
Shareholders of NeoTherapeutics Colorado, the predecessor to
Registrant, held on June 17, 1997, as filed with the Securities
and Exchange Commission on May 9, 1997, and incorporated herein
by reference).
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
10.14(1) Line of Credit Agreement dated as of August 20, 1997, between the
Company and Sanwa Bank California.
21.1(1) Subsidiaries of Registrant.
23 Consent of Arthur Andersen LLP.
27(1) Financial Data Schedule.
</TABLE>
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* Indicates a management contract or compensatory plan or arrangement.
(1) Previously filed.
(b) Reports on Form 8-K. The Company did not file any reports on Form 8-K
during the quarter ended December 31, 1996.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
NEOTHERAPEUTICS, INC.
Date: May 14, 1998 By: /s/ Samuel Gulko
---------------------------------------
Samuel Gulko
Chief Financial Officer
(Principal Accounting and
Financial Officer)
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION
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<S> <C>
23 Consent of Arthur Andersen LLP.
</TABLE>
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EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
reports included in this Form 10-KSB, into the Company's previously filed
Registration Statement File No. 333-30321 on Form S-8, Registration Statement
File No. 333-30345 on Form S-8, Registration Statement File No. 333-05342-LA on
Form S-3, and into Registration Statement File No. 333-37585 on Form S-3.
/s/ Arthur Andersen LLP
---------------------------------
ARTHUR ANDERSEN LLP
Orange County, California
May 14, 1998
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