<PAGE>
FORM 10-K/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A--ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For fiscal year ended December 31, 1999
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number 0-19578
INTERNET COMMUNICATIONS CORPORATION
-----------------------------------
(Exact name of registrant as specified in its charter)
COLORADO 84-1095516
------------------------------- -----------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
7100 E. BELLEVIEW AVE., STE 201, GREENWOOD VILLAGE, COLORADO 80111
------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (303) 770-7600
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
(Title of Each Class) (Name of Exchange)
-------------------------- -------------------------
Common Stock, no par value The Nasdaq Stock Market
SmallCap System
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 is not contained herein, and will not be contained, to the
best of 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. [ ]
As of March 10, 2000, the approximate aggregate market value of voting stock
held by non-affiliates of the Registrant was $9,510,000 (based upon the closing
price for shares of the Registrant's Common Stock as reported by The Nasdaq
Stock Market SmallCap Market on that date). Shares of Common Stock held by each
officer, director, and holder of 5% or more of the outstanding Common Stock have
been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.
As of March 10, 2000, 5,792,764 shares of registrant's common stock were
outstanding.
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Internet Communications Corporation ("INCC" or the "Company") is filing this
Amendment No. 1 to Form 10-K for the purpose of supplying the information
required by Items 10, 11, 12 and 13, which Items had previously been
incorporated by reference to the Company's Definitive Proxy Statement to be
filed in connection with the 2000 Annual Meeting of Shareholders. As the Company
does not intend to hold such a meeting, the Company is including the information
required by those Items in this Amendment No. 1.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Currently, there are six directors serving on the Board, five of whom
are currently not employees of the Company.
<TABLE>
<CAPTION>
TERM
NAME EXPIRES AGE POSITIONS AND OFFICES HELD
- ---- ------- --- --------------------------
<S> <C> <C> <C>
Thomas C. Galley 1999 44 Director, President and Chief Executive Officer
John M. Couzens 1999 39 Director
Peter A. Guglielmi 2001 57 Director
William J. Maxwell 2000 57 Director
Craig D. Slater 2000 43 Director
Richard T. Liebhaber 1999 65 Director
Robert L. Smith 2001 56 Director(1)
T. Timothy Kershisnik N/A 42 Chief Financial Officer, Vice President,
Treasurer, and Secretary
Charles R. Eazor N/A 53 General Manager/Vice President
</TABLE>
-------------------------
(1) In February 2000, Robert L. Smith resigned from the Board of
Directors.
There are no family relationships among any of the directors or
executive officers of the Company.
The following sets forth biographical information regarding the
business experience of each Officer and Director of the Company for at least the
past five years.
JOHN M. COUZENS - DIRECTOR. Mr. Couzens was appointed to the
Company's Board of Directors in September 1996 and was named the Company's
Vice President, Treasurer and General Manager of Voice Systems in March 1997.
In March 1998, he was appointed Interim President and Chief Executive
Officer. In May 1998, Mr. Couzens became the permanent President and Chief
Executive Officer of the Company. On February 4, 2000, Mr. Couzens resigned
as President and Chief Executive Officer, but remains a Director of the
Company. Since March 2000, Mr. Couzens has served as Executive Vice President
of Slingshot Networks, LLC, a Nashville, Tennessee based media streaming
company. He had been President and Chief Executive Officer of Interwest
Communications C.S. Corporation ("Interwest") from April 1996 until September
1996 and was Vice President, Chief Financial Officer and Treasurer of
Interwest Group Inc. ("Group"), an affiliate of the Company, from September
1994 until March 1996. He has served on the board of directors of Group since
May 1996. Prior to joining Group, Mr. Couzens was Vice President and Division
Manager at The Northern Trust Company. Mr. Couzens received his Masters of
Business Administration from the University of Chicago Graduate School of
Business.
THOMAS C. GALLEY - DIRECTOR, PRESIDENT AND CHIEF EXECUTIVE OFFICER.
Mr. Galley has been a member of the Company's Board of Directors since
February 1990. In 1986, Mr. Galley co-founded Internet Datacomm, Inc., which
was subsequently acquired and merged into the Company. From February 1990
until March 1998, he served
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as the Company's President and Chief Executive Officer. On February 4, 2000, Mr.
Galley was named President and Chief Executive Officer of the Company.
PETER A. GUGLIELMI - DIRECTOR. Mr. Guglielmi was appointed to the
Company's Board of Directors in July 1995. Mr. Guglielmi is currently
Executive Vice President of Tellabs, Inc. and has served as the Executive
Vice President and Chief Financial Officer of Tellabs, Inc., a major supplier
of advanced networking solutions to the telecommunications industry
worldwide, from 1988 to March, 2000. Mr. Guglielmi served as President of
Tellabs International, Inc., with responsibility for all activities outside
the United States, from 1993 to 1997. Mr. Guglielmi also serves as a member
of the board of directors of Tellabs, The Cherry Corporation and Uniphase
Corp.
RICHARD T. LIEBHABER - DIRECTOR. Mr. Liebhaber has been a Director
of INCC since May 1997. He has been a Managing Director of Veronis, Suhler &
Associates, Inc., a New York media merchant banking firm, since June 1995.
Mr. Liebhaber currently serves as a member of the board of directors for
KPN/Qwest Communications, Alcatel Network Systems, Inc., Avici Systems, Inc.,
and Scholz Master Builders. In addition, he serves as Vice Chairman of the
WPAS (Washington Performing Arts Society). From December 1985 to his
retirement in May 1995, Mr. Liebhaber served as Executive Vice President of
MCI Communications Corporation and as a member of its Management Committee.
Mr. Liebhaber was a member of the board of directors of MCI Communications
Corporation from July 1992 until his retirement in May 1995.
WILLIAM J. MAXWELL - DIRECTOR. Mr. Maxwell was elected to the Company's
Board of Directors in June 1996. Mr. Maxwell was the President and Chief
Operating Officer of Advanced Radio Telecom, from 1997 to 1999. Prior to joining
Advanced Radio, Mr. Maxwell was Executive Vice President of ICG Communications
and President and Chief Executive Officer of ICG Telecom Group, Inc., a leading
competitive local exchange carrier, from 1991 to 1997.
CRAIG D. SLATER - DIRECTOR. Mr. Slater has been a Director of INCC
since September 1996. He has been President of Anschutz Investment Company since
August 1997 and Executive Vice President of both Anschutz Company and The
Anschutz Corporation since August 1999, having previously served as Vice
President of both Anschutz Company and The Anschutz Corporation since August
1995. Mr. Slater served as Corporate Secretary of Anschutz Company and The
Anschutz Corporation from September 1991 to October 1996 and held various other
positions with those companies from 1988 to 1995. He has been a director of
Forest Oil Corporation since 1995, and Qwest Communications International, Inc.
since February 1997.
T. TIMOTHY KERSHISNIK - VICE PRESIDENT CHIEF FINANCIAL OFFICER,
TREASURER AND CORPORATE SECRETARY. Mr. Kershisnik has been an officer of INCC
since May 1998. From 1992 through March 1998, Mr. Kershisnik was Vice President,
Controller, Treasurer and Corporate Secretary of Grease Monkey International,
Inc., a public company that franchises quick lube service stations in the United
States and Mexico. From 1990 to 1992, Mr. Kershisnik was employed by KPMG Peat
Marwick providing audit services to public and private companies and
partnerships in the oil and gas, airlines and manufacturing industries. The last
position Mr. Kershisnik held was Senior Manager. Mr. Kershisnik is a Certified
Public Accountant and holds a Bachelor of Business Administration degree from
the University of Notre Dame.
CHARLES R. EAZOR - VICE PRESIDENT/GENERAL MANAGER. Mr. Eazor has been
an Officer of INCC since October 1998. Mr. Eazor has over 25 years of direct
experience in the voice and data telecommunications industry. From 1978 to 1983,
Mr. Eazor served as Manager of Business development for SPRINT. In 1983, Mr.
Eazor and others purchased the interconnect subsidiaries of SPRINT and operated
them as SPC until it was acquired by AIM Telephones, Inc. in 1988, where Mr.
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Eazor served as Senior Vice President with 22 branch offices in 8 states along
the Eastern seaboard. In 1992, Mr. Eazor became head of the telecommunications
division of GAC, a government systems integrator, where he was responsible for
implementing GSA's national frame relay network and the Treasury's national
local telecommunications initiative. Mr. Eazor joined INCC in his current
capacity in October 1998. Mr. Eazor received his Masters of Business
Administration degree from the University of Baltimore.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires executive officers, directors and persons who beneficially own more
than 10% of the Company's common stock to file initial reports of ownership
on Form 3 and reports of changes in ownership on Forms 4 and 5 with the
Securities and Exchange Commission (the "SEC"). Executive officers, directors
and greater than 10% beneficial owners are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms that they file.
Based solely on a review of the copies of such forms furnished to the
Company and written representations from the executive officers, directors
and holders of 10% or more of the Company's common stock, Mr. Galley
inadvertently failed to file timely a Form 5 with the SEC relating to his
receipt of 2,889 shares of Company Common Stock in connection with his
compensation for serving on the Board of Directors.
The Company is not aware of any other late report filed with the SEC, any
failure to file a report with the SEC or any transaction that was not
reported on a timely basis that was required to be so reported. The Company
believes that its executive officers, directors and 10% beneficial owners
complied with all other applicable Section 16(a) requirements.
Item 11. EXECUTIVE COMPENSATION.
The following table sets forth the total remuneration paid during the
Company's fiscal year ended December 31, 1999 and the prior two years to the
Chief Executive Officer, and other executive officers whose total cash and
non-cash compensation exceeded $100,000.
<TABLE>
<CAPTION>
Annual Compensation Long-term Compensation Awards
- --------------------------------- ------------------------------------------ ------------------------------ ------------
All
Other Restricted Other
Annual Stock Options/ LTIP Compen-
Name and Compen- Award(s) SARs Pay-outs sation
Principal Position Year Salary($) Bonus($) sation ($) ($) (#)(6) ($) ($) (7)
- --------------------------------- --------- ---------- --------- ----------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John M. Couzens (2) 1999 144,620 -- 14,922(4) None 50,000 None 2,892
President, CEO 1998 117,700 -- -- None 70,000 None 2,943
Vice President/General Manager 1997(1) 106,616 -- -- None None None 2,523
Charles R. Eazor(2) 1999 114,000 -- 22,309(4) None 20,000 None 1,710
Vice President/General Manager 1998 54,254 15,000 16,873(5) None 30,000 None --
T. Timothy Kershisnik (2) 1999 106,000 5,000 --(3) None 20,000 None 3,180
Vice President, CFO, Treasurer, 1998 72,300 -- --(3) None 30,000 None --
Secretary
- -------------------------------- ------------ ---------- --------- ------------ ----------- -------- ---------- ---------
</TABLE>
(1) Period represents 11 months ended December 31, reflecting a change in the
fiscal year end.
(2) Effective February 4, 2000, Mr. Couzens resigned as President and CEO. Mr.
Eazor joined INCC on July 7, 1998 and Mr. Kershisnik joined INCC on April
27, 1998.
(3) Other perquisites and benefits are less than 10% of total salary and bonus.
(4) Mr. Couzens received an auto allowance totaling $7,800 and sales incentive
trips of $7,122. Mr. Eazor received an auto allowance of $8,460, sales
incentive trips of $4,848 and moving expenses of $9,000.
(5) Mr. Eazor received moving expenses of $16,873.
(6) Number of shares of Company Common Stock subject to options granted during
the year indicated.
(7) Amount represents a matching 401-K contribution made by the Company subject
to a vesting schedule.
The following stock option grants were made to the named executive
officers for the year ended December 31, 1999.
<TABLE>
<CAPTION>
Potential Relizable Value at Assumed
Annual Rates of Stock Price
Appreciation for Option Term
-----------------------------------------
Number of %of Total
Securities Options
Underlying Granted to Exercise or
Options Employees in Base Price Expiration
Officer Granted Fiscal Year (per share)($) Date 5% 10%
- ----------------------------- -------------- -------------- --------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
John M. Couzens 50,000 23% 2.25 3/23/09 70,751 179,296
Charles R. Eazor 20,000 9% 2.25 3/23/09 28,300 71,718
T. Timothy Kershisnik 20,000 9% 2.25 3/23/09 28,300 71,718
</TABLE>
5
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The following table sets forth certain information regarding options to
purchase shares of Company Common Stock exercised during the Company's fiscal
year ended December 31, 1999 and the number and value of exercisable and
unexercisable options to purchase shares of Company Common Stock held as of the
end of the Company's fiscal year by the Chief Executive Officer and other
officers of the Company named in the Summary Compensation Table:
<TABLE>
<CAPTION>
Number of Value of
Securities Unexercised
Underlying In-the-Money
Unexercised Options Options at
at 12/31/99 12/31/99
Shares Acquired Exercisable/ Exercisable/
Name on Exercise Value Realized Unexercisable Unexercisable (1)
- ----------------------------------- ------------------- ------------------ --------------------- --------------------
<S> <C> <C> <C> <C>
John M. Couzens None -- 23,334/96,666 27,708/121,042
Charles R. Eazor None -- 10,000/40,000 11,875/50,000
T. Timothy Kershisnik None -- 10,000/40,000 11,875/50,000
- ----------------------------------- ------------------- ------------------ --------------------- --------------------
</TABLE>
(1) Value of exercisable/unexercisable in-the-money options is equal to the
difference between the fair market value per share of Company Common Stock
of $3.5625 at December 31, 1999, and the option exercise price per share
multiplied by the number of shares subject to options.
Messrs. Guglielmi, Maxwell, Galley (through February 3, 2000), and
Smith are compensated for serving as members of the Board and receive $2,000
for each regular board meeting attended in person or $1,000 for attendance by
telephone conference; $500 for each special board meeting attended in person
or by telephone conferencing; $500 for each Board committee meeting attended
in person or by telephone conferencing; the reimbursement of all travel and
other expenses incurred in connection with such meetings; and the issuance to
each outside director on an annual basis, commencing in 1997 on the
anniversary date of the Director's service of $10,000 of the Company's common
stock based upon the closing per share price of the Company's common stock on
the business day next preceding the anniversary date. Messrs. Liebhaber and
Slater have agreed not to receive compensation. Mr. Couzens does not receive
additional compensation for being a member of the Board.
Officers of the Company are currently elected by, and serve at the
discretion of, the Board of Directors.
DIRECTORS' STANDING COMMITTEES
The Board has established standing Executive, Audit, and Compensation
committees. There is no nominating or other committee performing similar
functions.
The Executive Committee, during the intervals between meetings of the
Board of Directors, may exercise all of the authority of the Board of Directors
in the management of the Company. All minutes of the Executive Committee are
submitted to the next successive meeting of the Board and are recorded in the
minute book of the Company. The current members of the Executive Committee are
John M. Couzens (Chairman), William J. Maxwell and Craig D. Slater.
The Audit Committee reviews the scope and results of the audit of the
Company by the Company's independent accountants and makes recommendations to
the Board as to the selection of independent accountants. In addition, the Audit
Committee reviews, with the independent accountants, systems of internal control
and accounting policies and procedures, and directs and supervises
investigations into matters within the scope of its duties. The current members
of the Audit Committee are Peter A. Guglielmi (Chairman) and William J.
Maxwell.
6
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The Compensation Committee makes recommendations to the Board
concerning matters related to compensation for certain management personnel and
certain executive and management incentive and benefit plans. The current
members of the Compensation Committee are Richard T. Liebhaber (Chairman), Peter
A. Guglielmi, and William J. Maxwell.
None of the members of the Compensation Committee are present or former officers
or employees of the Company or its subsidiaries.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information as of March 31, 2000
with respect to each director and executive officer, each person who is known to
the Company to be the beneficial owner of more than five percent of the Company
Common Stock, and all directors and executive officers as a group. The shares
listed below represent ownership, whether direct or beneficial, of the Company
Common Stock.
<TABLE>
<CAPTION>
Name and Amount of Beneficial
Address of Beneficial Owner Ownership Percent of Class
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
John M. Couzens (1) 60,131 1.03%
7100 Belleview Ave., Suite 201
Greenwood Village, CO 80111
Thomas C. Galley (2) 467,767 8.07%
7100 E. Belleview Ave., Suite 201
Greenwood Village, CO 80111
Peter A. Guglielmi (3) 19,719 *
4951 Indiana Avenue
Lisle, IL 60532
Richard Liebhaber (4) 5,953,444 67.38%
555 17th St., Suite 2400
Denver, CO 80202
William J. Maxwell (5) 18,472 *
264 W. Arrowhead Drive
Edwards, CO 81632
Craig D. Slater (6) 5,955,395 67.41%
555 17th St., Suite 2400
Denver, CO 80202
T. Timothy Kershisnik (7) 16,667 *
7100 E. Belleview Ave., Suite 201
Greenwood Village, CO 80111
Charles R. Eazor (8) 16,667 *
7100 E. Belleview Ave., Suite 201
Greenwood Village, CO 80111
Interwest Group, Inc. (9) 5,953,444 67.38%
555 17th St., Suite 2400
Denver, CO 80202
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All Directors and Executive Officers 6,554,818 73.53%
As a Group (10)
</TABLE>
- ---------------------------------------------
(*) Less than one percent.
(1) Share ownership includes 36,797 shares and options to purchase 23,334
shares, all of which options are presently exercisable.
(2) Share ownership includes 242,009 shares of Company Common Stock owned
beneficially and of record, 43,500 shares owned beneficially by virtue of
his wife's ownership of those shares, 182,258 shares owned beneficially and
of record in joint tenancy with his wife.
(3) Share ownership includes 7,719 shares and options to purchase 12,000
shares, all of which options are presently exercisable.
(4) Mr. Liebhaber is director of a subsidiary of Anschutz Company. Anschutz is
the sole shareholder of Group. Mr. Liebhaber disclaims beneficial ownership
of all shares held by Group.
(5) Share ownership includes 8,472 shares and options to purchase 10,000
shares, all of which options are presently exercisable.
(6) Mr. Slater is a director of Group. However, Mr. Slater disclaims beneficial
ownership of all shares except 1,951 shares which he owns beneficially and
of record.
(7) Share ownership includes options to purchase 50,000 shares, of which 16,667
are presently exercisable.
(8) Share ownership includes options to purchase 50,000 shares, of which 16,667
are presently exercisable.
(9) Share ownership includes 2,914,312 shares of Company Common Stock owned
beneficially and of record, warrants to purchase 163,158 shares, 50,000
Series A Convertible Preferred shares, convertible into 2,222,222 common
shares at $2.25 per common share and 19,000 Series B Convertible Preferred
shares, convertible into 653,752 at $2.9063 per common share. Philip F.
Anschutz, the sole shareholder of Anschutz Company, the corporate parent of
Group, 555 17th Street, Suite 2400, Denver, Colorado 80202, will exercise
sole voting and dispositive control over these shares.
(10) Represents 9 persons as of March 31, 2000. Share ownership includes
5,955,395 shares reported in the table with respect to Mr. Slater. Mr.
Slater disclaims beneficial ownership of all but 1,951 of these shares.
Share ownership also includes 5,953,444 shares reported in the table with
respect to Mr. Liebhaber. Mr. Liebhaber disclaims beneficial ownership of
all of these shares.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On December 30, 1998, the Company executed a stock purchase agreement
with Group, a wholly owned subsidiary of Anschutz Company. Under the terms of
the agreement, the Company issued to Group $5.0 million of Series A 7-1/8%
convertible preferred stock, convertible into Company Common Stock at $2.25 per
share. On December 30, 1998, $2.5 million was funded to the Company, of which
$650,000 was restricted for payment on the Company's credit facility. Of the
balance of the proceeds, $300,000 was used to pay down a note from a related
party, and $1,550,000 was used for working capital. The remaining $2.5 million
was funded to escrow subject to shareholder approval as required by NASDAQ
corporate governance rules. On February 23, 1999, the Company received
shareholder approval and the escrow was released. The Company used $850,000 to
pay down the Company's credit facility, $1,300,000 to pay the balance of the
note from the related party, and $350,000 for working capital purposes. As a
result of this equity investment, the Company reduced its debt by $3.1 million.
On August 12, 1999, the Company executed a stock purchase agreement
with Group. Under the terms of the agreement the Company issued 19,000 shares of
Series B 7 3/8% convertible preferred stock, convertible into Company Common
Stock at $2.9063 per share, and 100,000 warrants to purchase Company Common
Stock (exercisable for four years at $2.9063) in exchange for $1,900,000. The
proceeds were used for working capital. In addition, the agreement provides for
a one year commitment of Group to purchase 5,000 shares of Series B 7 3/8%
convertible preferred stock for $500,000, subject to the Company meeting certain
requirements. The Company has not and does not anticipate selling any additional
shares under the commitment.
8
<PAGE>
In connection with the execution of the Merger Agreement (as previously
discussed in Item 1), Group loaned $3 million to the Company. The $3 million
loan was used in part to repay the Company's outstanding line of credit, which
matured on March 1, 2000. The Merger Agreement requires that, under certain
circumstances, Group will be required to lend up to an additional $600,000 to
the Company prior to the closing of the Merger. In addition to the loan
discussed above, Group loaned $500,000 to the Company on February 2, 2000. Under
the terms of the Merger Agreement, the amounts loaned by Group to the Company
will be converted into common stock of the Company immediately prior to
consummation of the Merger at a price of $2.50 per share.
9
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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.
INTERNET COMMUNICATIONS
CORPORATION
(Registrant)
<TABLE>
<S> <C> <C>
Date: April 29, 2000 By: /s/ Thomas C. Galley
-------------------------------------
Thomas C. Galley, President and Chief
Executive Officer
In accordance the Exchange Act, this report has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated.
Date: April 29, 2000 By: /s/ T. Timothy Kershisnik
---------------------------------------
T. Timothy Kershisnik, Chief Financial
Officer, Vice President, Treasurer and
Secretary
Date: April 29, 2000 By: /s/ Thomas C. Galley
---------------------------------------
Thomas C. Galley, President, Chief
Executive Officer and Director
Date: April 29, 2000 By: /s/ John M. Couzens
---------------------------------------
John M. Couzens, Director
Date: April 29, 2000 By: /s/ Peter A. Guglielmi
---------------------------------------
Peter A. Guglielmi, Director
Date: April 29, 2000 By: /s/ Richard T. Liebhaber
---------------------------------------
Richard T. Liebhaber, Director
Date: April 29, 2000 By: /s/ William J. Maxwell
---------------------------------------
William J. Maxwell, Director
Date: April 29, 2000 By: /s/ Craig D. Slater
---------------------------------------
Craig D. Slater, Director
</TABLE>
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