<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
---- EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 2000
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 No. 33-21537-D
DAUPHIN TECHNOLOGY, INC.
------------------------
(Exact name of registrant as specified in charter)
Illinois 87-0455038
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
800 E. Northwest Hwy., Suite 950, Palatine, Illinois 60067
---------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(847) 358-4406
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed 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
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes X No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: As of August 11, 2000,
57,960,337 shares of the registrant's common stock, $.001 par value, was issued
and outstanding.
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DAUPHIN TECHNOLOGY, INC.
Table of Contents
<TABLE>
<CAPTION>
Page
PART I FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 2000 and December 31, 1999 3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Six Months and Three Months Ended June 30, 2000 and 1999 4
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
Year Ended December 31, 1999 and
Six Months Ended June 30, 2000 5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 2000 and 1999 6
NOTES TO FINANCIAL STATEMENTS 7
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition 10
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in the Rights of the Company's Security Holders
Item 3. Default by the Company on its Senior Securities
Item 4. Submission of Matters to a Vote of Securities Holders
Item 5. Other Information
Item 6(a).Exhibits
Item 6(b).Reports on Form 8-K
SIGNATURE 12
</TABLE>
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DAUPHIN TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 2000 AND DECEMBER 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------------ ------------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 4,014,815 $ 31,087
Accounts receivable-
Trade, net of allowance for bad debt of $428,599 at June 30, 2000
and December 31, 1999 104,795 124,844
Employee receivables 118 118
Inventory, net of reserve for obsolescence of $1,945,296 at June
30, 2000 and December 31, 1999 1,501,532 1,521,886
Prepaid expenses 101,834 38,779
------------ ------------
Total current assets 5,723,094 1,716,714
INVESTMENT IN RELATED PARTY 290,000 290,000
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $912,776
at June 30, 2000 and $712,192 at December 31, 1999
1,167,051 1,365,440
------------ ------------
Total assets $ 7,180,145 $ 3,372,154
============ ============
CURRENT LIABILITIES:
Accounts payable $ 211,694 $ 1,894,663
Accrued expenses 121,742 26,719
Current portion of long-term debt 127,249 127,249
Short-term borrowings -- 286,000
Other payables -- 300,000
------------ ------------
Total current liabilities 460,685 2,634,631
LONG-TERM DEBT 150,399 185,179
COMMITMENTS AND CONTINGENCIES -- --
------------ ------------
Total liabilities 611,084 2,819,810
SHAREHOLDERS' EQUITY:
Preferred stock, $0.01 par value, 10,000,000 shares authorized but
unissued -- --
Common stock, $0.001 par value, 100,000,000 shares authorized;
57,960,337 and 51,671,582 issued and outstanding at June 30,
2000 and at December 31, 1999 57,960 51,671
Warrants 1,649,180 1,238,089
Paid-in capital 47,670,265 38,089,320
Accumulated deficit (42,808,344) (38,826,736)
------------ ------------
Total shareholders' equity 6,569,061 552,334
------------ ------------
Total liabilities and shareholders' equity $ 7,180,145 $ 3,372,154
============ ============
</TABLE>
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DAUPHIN TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
SIX MONTHS AND THREE MONTHS ENDED JUNE 30, 2000 AND 1999
(Unaudited)
<TABLE>
<CAPTION>
Six Months Three Months
Ended June 30, Ended June 30,
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
NET SALES $ 16,041 $ 2,027,943 $ 11,305 $ 781,882
COST OF SALES 123,411 2,552,286 357,561 1,132,049
------------ ------------ ------------ ------------
Gross Loss (107,370) (524,343) (346,256) (350,167)
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSE 1,820,049 1,640,232 726,865 713,369
RESEARCH AND DEVELOPMENT
EXPENSE 250,858 436,029 166,144 144,780
------------ ------------ ------------ ------------
Loss from Operations (2,178,277) (2,600,604) (1,239,265) (1,208,316)
INTEREST EXPENSE 1,817,141 1,882,871 24,176 1,222,314
INTEREST INCOME 13,810 11,582 13,810 7,291
------------ ------------ ------------ ------------
Loss before Income Taxes (3,981,608) (4,471,893) (1,249,631) (2,423,339)
INCOME TAXES -- -- -- --
------------ ------------ ------------ ------------
NET LOSS $ (3,981,608) $ (4,471,893) $ (1,249,631) $ (2,423,339)
============ ============ ============ ============
BASIC AND DILUTED LOSS PER SHARE $ (0.07) $ (0.10) $ (0.02) $ (0.05)
============ ============ ============ ============
Weighted Average number of
Common Shares outstanding 57,005,361 43,025,388 57,734,598 45,007,573
============ ============ ============ ============
</TABLE>
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DAUPHIN TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
YEAR ENDED DECEMBER 31, 1999 AND SIX MONTHS ENDED JUNE 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
Common Stock Paid-in
Shares Amount Capital Warrants
------ ------ ------- --------
<S> <C> <C> <C> <C>
BALANCE, December 31, 1998 40,000,000 $ 40,000 $ 32,343,785 $ 55,181
Issuance of common stock in connection with:
Conversions of debt 4,985,358 4,985 3,842,235 287,700
Private placement 6,003,529 6,004 1,481,167 895,208
Settlement of trade payables 656,322 656 395,243 --
Stock bonuses paid 26,373 26 26,890 --
Net loss -- -- -- --
------------ ------------ ------------ ------------
BALANCE, December 31, 1999 51,671,582 51,671 38,089,320 1,238,089
Issuance of common stock in connection with:
Private placement 4,654,653 4,655 8,599,578 419,556
Warrant exercise 654,102 654 369,847 (199,798)
Consulting fees 500,000 500 312,000 191,333
Settlement of trade payables 480,000 480 299,520 --
Net loss -- -- -- --
------------ ------------ ------------ ------------
BALANCE, June 30, 2000 57,960,337 $ 57,960 $ 47,670,265 $ 1,649,180
============ ============ ============ ============
<CAPTION>
Treasury Stock Accumulated
Shares Amount Deficit Total
------------ ------------ ------------ ------------
BALANCE, December 31, 1998 (138,182) $ (33,306) $(29,520,432) $ 2,885,228
Issuance of common stock in connection with:
Conversions of debt 101,673 24,402 -- 4,159,322
Private placement 14,963 3,591 -- 2,385,970
Settlement of trade payables 1,546 371 -- 396,270
Stock bonuses paid 20,000 4,942 -- 31,858
Net loss -- -- (9,306,304) (9,306,304)
------------ ------------ ------------ ------------
BALANCE, December 31, 1999 -- -- (38,826,736) 552,344
Issuance of common stock in connection with:
Private placement -- -- -- 9,023,789
Warrant exercise -- -- -- 170,703
Consulting fees -- -- -- 503,833
Settlement of trade payables -- -- -- 300,000
Net loss -- -- (3,981,608) (3,981,608)
------------ ------------ ------------ ------------
BALANCE, June 30, 2000 -- $ -- $(42,808,344) $ 6,569,061
============ ============ ============ ============
</TABLE>
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7
DAUPHIN TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES -
Net loss $(3,981,608) $(4,471,893)
Non-cash items included in net loss:
Depreciation and amortization 200,584 461,590
Warrants issued in lieu of consulting fees 503,833 --
Stock bonuses -- 31,858
Interest expense on convertible debt -- 1,741,950
Interest expense on capital raised 1,762,939 --
Settlement of trade payables (431,776) --
Decrease in accounts receivable - trade 20,049 157,194
Decrease in accounts receivable from employees -- 18,262
Decrease (Increase) in inventory 20,354 (360,794)
Increase in prepaid expenses (63,055) (16,426)
Increase in deferred financing cost -- (290,127)
Increase (decrease) in accounts payable (1,257,601) 38,207
Increase (decrease) in accrued expenses 95,023 (131,189)
Increase in other payables -- 300,000
----------- -----------
Net cash used for operating activities (3,131,258) (2,521,368)
CASH FLOWS FROM INVESTING ACTIVITIES -
Investment in related party -- 10,000
Purchase of equipment (2,195) (10,547)
----------- -----------
Net cash used for investing activities (2,195) (547)
CASH FLOWS FROM FINANCING ACTIVITIES -
Proceeds from issuance of shares 7,200,671 1,856,686
Proceeds from issuance of warrants 230,882 341,668
Repayment of long-term leases and other obligations (28,372) (71,943)
(Decrease) increase in short term borrowing (286,000) 372,509
----------- -----------
Net cash provided by financing activities 7,117,181 2,498,920
----------- -----------
Net increase (decrease) in cash 3,983,728 (22,995)
CASH BEGINNING OF PERIOD 31,087 55,701
----------- -----------
CASH END OF PERIOD $ 4,014,815 $ 32,706
=========== ===========
Cash Paid During The Period For -
Interest $ 54,202 $ 90,064
Income Taxes -- --
=========== ===========
NON-CASH ACTIVITY:
Stock issued in conversion of other payables $ 300,000 $ 3,871,622
=========== ===========
</TABLE>
6
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DAUPHIN TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Description of Business
Dauphin Technology, Inc. ("Dauphin" or the "Company") and its subsidiary
designs, manufactures and markets mobile hand-held and pen-based computers, as
will as other electronic devices for home and business use out of its two
locations in northern Illinois. The Company, an Illinois corporation, was formed
on June 6, 1988 and became a public entity in 1991.
Basis of Presentation
The consolidated financial statements include the accounts of Dauphin and its
wholly owned subsidiary, R.M. Schultz & Associates, Inc. ("RMS"). All
significant intercompany transactions and balances have been eliminated in
consolidation.
2. SUMMARY OF MAJOR ACCOUNTING POLICIES
Earnings (Loss) Per Common Share
Basic earnings per common share are calculated on income available to common
stockholders divided by the weighted-average number of shares outstanding during
the period, which were 57,005,361 for the six month period June 30, 2000 and
43,025,388 for the six month period June 30, 1999. Diluted earnings per common
share are adjusted for the assumed conversion exercise of stock options and
warrants unless such adjustment would have an anti-dilutive effect.
Approximately 11 million additional shares would be outstanding if all warrants
and all stock options were exercised as of June 30, 2000.
Unaudited Financial Statements
The accompanying statements are unaudited, but have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and in accordance with the instructions to
Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all
adjustments (consisting only of normal recurring adjustments) considered
necessary for a fair presentation of results have been included. The interim
financial statements contained herein do not include all of the footnotes and
other information required by accounting principles generally accepted in the
United States of America for complete financial statements as provided at
year-end. For further information, refer to the consolidated financial
statements and footnotes thereto included in the registrant's annual report on
Form 10-K for the year ended December 31, 1999.
The reader is reminded that the results of operations for the interim period are
not necessarily indicative of the results for the complete year.
Use of Estimates
The presentation of the Company's consolidated financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions. These estimates
and assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
3. RISKS AND UNCERTAINTIES
The Company has incurred a net operating loss in each year since its founding
and as of June 30, 2000 has an accumulated deficit of $42,808,344. The Company
expects to incur operating losses over the near term. The Company's ability to
achieve profitability will depend on many factors including the Company's
ability to manufacture and market commercially acceptable products. There can be
no assurance that the Company will ever achieve a profitable level of operations
or if profitability is achieved, that it can be sustained.
7
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4. LIABILITIES
During the first and second quarter of 2000, the Company used the proceeds from
the private placement to pay down and settle approximately $1,700,000 of trade
and other payables outstanding as of December 31, 1999 with $1,300,000 of cash.
The difference between the carrying value of payables at the end of the year and
cash settlement has been recorded as an adjustment to cost of goods sold and
selling, general and administrative expenses on the income statement above.
On March 15, 2000 the Company established an irrevocable letter of credit in the
amount of $56,200 for the benefit of a vendor. The letter of credit is
collateralized by cash, which has been segregated into a separate account.
5. BUSINESS SEGMENTS:
June 30, 2000 June 30, 1999
------------- -------------
REVENUE
Dauphin $ 16,041 $ 169,033
RMS -- 1,986,699
Inter-company elimination -- (127,789)
------------ ------------
Total $ 16,041 $ 2,027,943
============ ============
OPERATING (LOSS)
Dauphin $ (3,729,560) $ (1,671,743)
RMS (252,048) (923,861)
Inter-company elimination -- (5,000)
------------ ------------
Total $ (3,981,608) $ (2,600,604)
============ ============
June 30, 2000 December 31, 1999
------------- -----------------
ASSETS
Dauphin $ 11,982,087 $ 6,443,079
RMS 2,043,206 2,156,937
Inter-company elimination (6,845,148) (5,227,862)
------------ ------------
Total $ 7,180,145 $ 3,372,154
============ ============
6. COMMITMENTS AND CONTINGENCIES
The Company is an operating entity and in the normal course of business, from
time to time, is involved in litigation. In management's opinion, any and all
known lawsuits, if settled unfavorably, would not be material to the overall
financial position of the Company, and are fully reflected in the financial
statements above.
7. EQUITY TRANSACTIONS
2000 Events
During the first and second quarter of 2000, the Company conducted a private
placement of 4,654,653 common shares and approximately 1.3 million warrants to a
group of accredited investors in exchange for approximately $8.6 million. The
proceeds were used for settling the majority of trade payables, for day-to-day
operations and to start the development of the set-top box.
In January, the Company issued 480,000 shares to a customer in exchange for
$300,000 of customer deposits.
In January 2000, the Company issued warrants to an investment banker to purchase
350,000 shares at an exercise price of $1.00.
In January, the Company issued 500,000 shares to a consulting firm for services
rendered in relation to a European contract.
8
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In April, the Company completed its private placement and issued 3,630,000
options to an investment banker in lieu of consulting fees.
On April 26, 2000, the Company completed a common stock purchase agreement,
escrow agreement and registration rights agreement with an institutional
investor. These agreements provide a $100,000,000 equity line of credit as the
Company requests over an 18 month period, in return for common stock and
warrants to be issued to the investor. Once every 22 days, the Company may
request a draw of up to $10,000,000 of that money, subject to a maximum of 18
draws. The maximum amount the Company actually can draw down upon each request
will be determined by the volume-weighted average daily price of our common
stock for the 22 trading days prior to our request and the average trading
volume for the 45 trading days prior to our request. Each draw down must be for
at least $250,000. Use of a 22 day trading average was negotiated to reduce the
impact of market price fluctuations over any calendar month, which generally
includes 22 trading days.
At the end of a 22 day trading period following the drawdown request, the amount
of shares is determined based on the volume-weighted average stock price during
that 22 day period in accordance with the formulas in the common stock purchase
agreement.
On April 28, 2000, the Company filed with the Securities and Exchange Commission
a Form S-1, registering 15,332,560 shares of common stock issued to stockholders
in private transactions, 11,958,963 shares for other stockholders, and 6,000,000
shares to be issued when the Company requests a drawdown under the common stock
purchase agreement referred to above.
Subsequent Events
On July 28, 2000, the Securities and Exchange Commission declared the
registration statement effective pursuant to section 8(a) of the Securities Act
of 1933, as amended.
9
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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
THE RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000 COMPARED WITH THREE MONTHS ENDED JUNE 30, 1999
Revenue for the Company decreased from approximately $782,000 in the second
quarter of 1999 to $11,000 in the second quarter of 2000. The revenue decreased
as a result of the Company shifting away from contract manufacturing and
focusing its efforts on the development of the set-top box. Gross profit margins
are not comparable for the period due to the fluctuation in sales.
Selling, general and administrative expenses increased to approximately $727,000
in 2000 from $713,000 in 1999. The increase from 1999 to 2000 was due to
additional staffing and other administrative expenses incurred in finalizing the
common stock purchase agreement.
Research and Development costs increased to approximately $166,000 during the
three-month period ended June 30, 2000 from $145,000 over the corresponding
period in 1999. Research and Development costs during 2000 were primarily
related to the development of the set-top box, whereas cost incurred in 1999
were primarily related to the Orasis(TM).
Interest expense decreased to approximately $24,000 for the second quarter of
2000 from $1,222,000 as of the corresponding period in 1999. This dramatic
decrease was due to a non-cash interest expense incurred based on the conversion
of convertible debentures in the second quarter of 1999 and the fact that the
Company has paid off substantially all of its debt during the first quarter of
2000.
Net loss
The consolidated loss after tax decreased for the three-month period ended June
30, 2000 to approximately ($1,250,000) or ($0.02) per share from ($2,423,000) or
($0.05) per share in 1999. The decrease in the net loss was due primarily to the
non-cash interest expense incurred based on conversion of convertible
debentures. Loss per common share is calculated based on the monthly weighted
average number of common shares outstanding which were 57,734,598 for the
three-month period ended June 30, 2000, and 45,007,573 for the three-month
period ended June 30, 1999.
SIX MONTHS ENDED JUNE 30, 2000 COMPARED WITH SIX MONTHS ENDED JUNE 30, 1999
Revenue for the Company decreased from approximately $2,028,000 in the first six
months of 1999 to $16,000 in the first six months of 2000. The revenue decreased
as a result of the Company shifting away from contract manufacturing and
focusing its efforts on the development of the set-top box. Gross profit margins
are not comparable for the period due to the fluctuation in sales.
Selling, general and administrative expenses increased to approximately
$1,820,000 for the six months ended June 30, 2000 as compared to $1,640,000 for
1999. The increase in professional fees and financial service expenses related
to the private placement and common stock purchase agreement were partially
offset by staff reductions and other cost cutting measures implemented by
management.
Research and Development costs decreased to approximately $251,000 for the first
six months of 2000 as compared to $436,000 for the first six months of 1999.
Research and Development in 2000 consisted of costs associated with the
development of the set-top box, whereas in 1999, these costs were for the
continued development of the Orasis(TM).
10
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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
THE RESULTS OF OPERATIONS
RESULTS OF OPERATIONS (Continued)
Net loss
The consolidated loss after income tax was approximately ($3,982,000) or ($0.07)
per share for the six months ended June 30, 2000. The consolidated loss after
income tax for the six months ended June 30, 1999 was ($4,472,000) or ($0.10)
per share. The decrease in net loss is a direct result of the decision to
discontinue contract manufacturing and less Research and Development costs
associated with the set-top box during the first six months of 2000 compared to
the costs associated with the Orasis(TM) development in 1999.
Balance Sheet
Total assets for the Company increased to approximately $7,108,000 at June 30,
2000 from $3,372,000 at December 31, 1999. The increase was primarily due to an
increase in cash as a result of the completion of the private placement. Trade
accounts payable decreased during the first six months mostly due to payments
and settlements with the various vendors. Short-term borrowings and customer
deposits decreased during the six months due to their conversion into equity.
LIQUIDITY AND CAPITAL RESOURCES
The Company has incurred a net operating loss in each year since its founding
and as of June 30, 2000 has an accumulated deficit of $42,800,000 million. The
Company expects to incur operating losses over the near term. The Company's
ability to achieve profitability will depend on many factors including the
Company's ability to manufacture and market commercially acceptable products.
There can be no assurance that the Company will ever achieve a profitable level
of operations or if profitability is achieved, that it can be sustained.
During the first and second quarters of 2000, the Company conducted a private
placement which raised approximately $8,600,000, of which $1,300,000 was used to
settle certain trade payables. In the second quarter of 2000, the Company
entered into a common stock purchase agreement, escrow agreement and
registration rights agreement with an institutional investor. These agreements
provide a $100,000,000 equity line of credit for use by the Company at its
discretion.
RISK FACTORS
This discussion contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ significantly from
those set forth herein. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed herein, as well as
those discussed in the Company's fiscal year 1999 Annual Report on Form 10-K.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which reflect management's analysis only as of the date hereof. The
Company undertakes no obligation to publicly release the results of any revision
to these forward-looking statements, which may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
11
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings None
Item 2. Changes in the Rights of the Company's Security Holders. None
Item 3. Default by the Company on its Senior Securities. None
Item 4. Submission of Matters to a Vote of Securities Holders. None
Item 5. Other Information. None
Item 6(a). Exhibits. None
Item 6(b). Reports on Form 8-K. None
SIGNATURE
Pursuant to the requirements 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.
DAUPHIN TECHNOLOGY, INC.
(Registrant)
Date: August 11, 2000 By: /s/ Andrew J. Kandalepas
------------------------------------------
Andrew J. Kandalepas
Chief Executive Officer
Date: August 11, 2000 By: /s/ Harry L. Lukens, Jr.
------------------------------------------
Harry L. Lukens, Jr.
Chief Financial Officer
12
