<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 19, 2000
PLX TECHNOLOGY, INC.
--------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
-------------------------------------
(State or Other Jurisdiction of Incorporation)
0-25699 94-3008334
------------------------ ------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
390 Potrero Avenue Sunnyvale, CA 94086
--------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(408) 774-9060
--------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
----------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
INFORMATION TO BE INCLUDED IN REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 19, 2000, pursuant to the Agreement and Plan of Merger, dated as
of April 19, 2000, by and among PLX Technology, Inc. ("PLX"), a Delaware
corporation (the "Registrant"), OKW Technology Corporation, a Delaware
corporation ("Merger Sub"), and Sebring Systems, Inc., a privately held Delaware
corporation ("Sebring") (the "Agreement"), the Registrant completed the merger
of Merger Sub, a wholly-owned subsidiary of the Registrant, with and into
Sebring, with Sebring being the surviving corporation of the merger and becoming
a wholly-owned subsidiary of the Registrant. The transaction was closed on May
19, 2000 and is being accounted for as a purchase transaction.
As consideration for the transaction, the Registrant issued an aggregate
of 960,931 shares of the Registrant's common stock, $0.001 par value, in
exchange for the outstanding shares of capital stock of Sebring, subject to the
withholding of 10% of such shares in escrow in accordance with the terms of the
Agreement, not including consideration for shares of capital stock of Sebring
held by the Registrant prior to the acquisition. At the effective time of the
merger, all outstanding options and warrants to purchase shares of Sebring
common stock were automatically converted into options and warrants to purchase
629,650 shares of the Registrant's common stock based upon the conversion factor
set forth in the Agreement with corresponding adjustment to their respective
exercise prices.
The Registrant currently intends that Sebring's business will continue
to be operated in its current manner. Certain of the assets of Sebring were used
in the design and manufacture of silicon switch fabric interconnect solutions,
and the Registrant currently intends to use such assets in substantially the
same manner.
The total value of consideration paid for the purchase transaction was
determined based on arm's length negotiations between the Registrant and
Sebring, which took into account Sebring's financial position, operating
history, products, intellectual property and other factors relating to Sebring's
business and certain income tax aspects of the transaction. Prior to the
transaction, D. James Guzy, Sr., the Registrant's Chairman of the Board of
Directors held a position on the Board of Directors of Sebring. Mr. Guzy and
Timothy Draper, directors of the Registrant, were also significant stockholders
of Sebring. In addition, Eugene Flath and Young K. Sohn, directors of the
Registrant held shares of Sebring stock. Prior to entering into the May 19th
Agreement, the Registrant had also been granted a security interest in
substantially all of Sebring's assets in exchange for agreeing to loan up to
$1,500,000 to Sebring.
<PAGE> 3
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
The following historical financial information of Sebring Systems, Inc. is filed
herewith on the pages listed below:
<TABLE>
<S> <C>
Report of Independent Public Accountants ............................... 5
Balance Sheets ......................................................... 6
Statements of Operations ............................................... 7
Statements of Stockholders' Equity ..................................... 8
Statements of Cash Flows ............................................... 9
Notes to Financial Statements .......................................... 10
</TABLE>
(b) Pro Forma Financial Information
The following unaudited pro forma combined financial information of PLX
Technology, Inc. and Sebring Systems, Inc. is filed herewith on the pages listed
below:
<TABLE>
<S> <C>
Unaudited Pro Forma Combined Statements of Operations .................. 17
Unaudited Pro Forma Combined Balance Sheet ............................. 19
Notes to Unaudited Pro Forma Combined Financial Statements ............. 20
</TABLE>
(c) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
2.1 Agreement and Plan of Merger dated April 19, 2000 by and
among PLX Technology, Inc., OKW Technology Acquisition
Corporation and Sebring Systems, Inc. (INCORPORATED BY
REFERENCE TO EXHIBIT 2.1 TO FORM 8-K AS FILED MAY 30,
2000)
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants
</TABLE>
3
<PAGE> 4
SIGNATURES
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 hereunto duly authorized.
PLX TECHNOLOGY, INC.
(the Registrant)
By: /s/ MICHAEL SALAMEH
--------------------------------
Michael Salameh
President
Dated: August 2, 2000
4
<PAGE> 5
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders of
Sebring Systems, Inc.:
We have audited the accompanying balance sheets of Sebring Systems, Inc. (a
Delaware corporation in the development stage) as of December 31, 1999 and 1998,
and the related statements of operations, stockholders' equity and cash flows
for the years ended December 31, 1999 and 1998 and for the periods from
inception (February 10, 1997) to December 31, 1997 and 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Sebring Systems, Inc. as of
December 31, 1999 and 1998, and the results of its operations and its cash flows
for the years ended December 31, 1999 and 1998 and for the periods from
inception (February 10, 1997) to December 31, 1997 and 1999, in accordance with
accounting principles generally accepted in the United States.
/s/ ARTHUR ANDERSEN LLP
San Jose, California
May 19, 2000
5
<PAGE> 6
SEBRING SYSTEMS, INC.
(A Development Stage Company)
BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,426,883 $ 3,789,848
Prepaid expenses and other 69,602 30,755
------------ ------------
Total current assets 2,496,485 3,820,603
Property and equipment, net 1,202,208 755,548
Other noncurrent assets 26,500 39,750
------------ ------------
Total assets $ 3,725,193 $ 4,615,901
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 396,341 $ 294,442
Accrued compensation and benefits 169,514 68,008
Current portion of capital lease obligations 122,997 --
Deferred revenue -- 250,000
Accrued liabilities 67,825 56,486
------------ ------------
Total current liabilities 756,677 668,936
Capital lease obligations, net of current portion 434,761 --
------------ ------------
Total liabilities 1,191,438 668,936
------------ ------------
Commitments (Note 3)
Stockholders' equity:
Series A convertible preferred stock, $0.01 par value, aggregate
liquidation preference of $700,000
Authorized, issued and outstanding - 312,497 shares as of
December 31, 1999 and 1998 3,125 3,125
Series B convertible preferred stock, $0.01 par value, aggregate
liquidation preference of $5,499,999
Authorized - 583,198 shares as December 31, 1999
Issued and outstanding - 578,451 shares as of
December 31, 1999 and 1998 5,785 5,785
Series C convertible preferred stock, $0.01 par value, aggregate
liquidation preference of $3,999,999
Authorized - 8,500,000 shares as December 31, 1999
Issued and outstanding - 6,472,483 and 0 shares as of
December 31, 1999 and 1998, respectively 64,725 --
Common stock, $0.005 par value
Authorized - 16,208,605 shares as of December 31, 1999
Issued and outstanding - 783,667 and 788,082 shares as of
December 31, 1999 and 1998, respectively 3,918 3,940
Additional paid-in capital 10,259,973 6,287,693
Notes receivable from stockholders (88,393) (85,714)
Deficit accumulated during development stage (7,715,378) (2,267,864)
------------ ------------
Total stockholders' equity 2,533,755 3,946,965
------------ ------------
Total liabilities and stockholders' equity $ 3,725,193 $ 4,615,901
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 7
SEBRING SYSTEMS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE PERIOD FOR THE PERIOD
FROM INCEPTION FROM INCEPTION
(FEBRUARY 10, (FEBRUARY 10,
YEAR ENDED YEAR ENDED 1997) TO 1997) TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1998 1997 1999
------------ ------------ -------------- --------------
<S> <C> <C> <C> <C>
Revenues (Note 4) $ 375,000 $ -- $ 80,269 $ 455,259
----------- ----------- -------------- --------------
Operating expenses:
Research and development 4,598,180 1,192,086 410,325 6,200,591
General and administrative 1,007,859 419,076 26,370 1,453,305
Sales and marketing 299,192 323,831 69,467 692,490
----------- ----------- -------------- --------------
Total operating expenses 5,905,231 1,934,993 506,162 8,346,386
----------- ----------- -------------- --------------
Loss from operations (5,530,231) (1,934,993) (425,893) (7,891,117)
Interest income and other, net 82,717 80,868 12,154 175,739
----------- ----------- -------------- --------------
Net loss $(5,447,514) $(1,854,125) $ (413,739) $ (7,715,378)
=========== =========== ============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE> 8
SEBRING SYSTEMS, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
For the Period from Inception (February 10, 1997) To December 31, 1999
<TABLE>
<CAPTION>
Convertible Preferred Stock
--------------------------------------------------------------------------------------------
Series A Series B Series C
---------------------------- ---------------------------- ----------------------------
Shares Amount Shares Amount Shares Amount
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Balances at Inception
(February 10, 1997) -- $ -- -- $ -- -- $ --
Issuance of common stock at
$0.10 per share in March
1997 for cash -- -- -- -- -- --
Conversion of warrants to
common stock at $6.00 per
share in March 1997 -- -- -- -- -- --
Issuance of common stock to
founders and officers at
$0.20 per share in June
1997 for notes receivable -- -- -- -- -- --
Issuance of common stock at
$0.134 per share in June
1997 for cash -- -- -- -- -- --
Issuance of common stock at
$0.20 per share in June
1997 for notes receivable -- -- -- -- -- --
Issuance of Series A
convertible preferred
stock at $2.24 per share
in June 1997 for cash 312,497 3,125 -- -- -- --
Repurchase of common stock
at $0.20 per share in
November 1997 -- -- -- -- -- --
Write-off of note receivable
from stockholder -- -- -- -- -- --
Net loss -- -- -- -- -- --
------------ ------------ ------------ ------------ ------------ ------------
Balances at December 31, 1997 312,497 3,125 -- -- -- --
Issuance of common stock to
consultant at $1.00 per
share rendered in June and
September 1998 for services -- -- -- -- -- --
Issuance of Series B
convertible preferred stock
at $9.508 per share from
June to August 1998 for
cash, net of issuance
costs of $82,982 -- -- 578,451 5,785 -- --
Net loss -- -- -- -- -- --
------------ ------------ ------------ ------------ ------------ ------------
Balances at December 31, 1998 312,497 3,125 578,451 5,785 -- --
Issuance of common stock to
directors at $1.00 per
share from July to October
1999 for services rendered -- -- -- -- -- --
Issuance of common stock to
consultants at $1.00 per
share in June to September
1999 for services rendered -- -- -- -- -- --
Issuance of Series C
convertible preferred stock
at $0.618 per share in
November 1999 for cash, net
of issuance costs of $27,520 -- -- -- -- 6,472,483 64,725
Issuance of common stock to
consultants at $0.20 per
share in December 1999 for
services rendered -- -- -- -- -- --
Exercise of stock options at
$1.00 per share in August
1999 for notes receivable -- -- -- -- -- --
Repurchase of common stock at
$0.20 per share in May and
August 1999 -- -- -- -- -- --
Grant of stock options to
consultants at $0.20 to
$1.00 per share for
services rendered -- -- -- -- -- --
Net loss -- -- -- -- -- --
------------ ------------ ------------ ------------ ------------ ------------
Balances at December 31, 1999 312,497 $ 3,125 578,451 $ 5,785 6,472,483 $ 64,725
============ ============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Deficit
Notes Accumulated
Common Stock Additional Receivable During the Total
----------------------------- Paid-in from Development Stockholders'
Shares Amount Capital Stockholders Stage Equity
------------ ------------ ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Balances at Inception
(February 10, 1997) 250,000 $ 1,250 $ 23,750 $ -- $ -- $ 25,000
Issuance of common stock at
$0.10 per share in March
1997 for cash 72,150 361 6,854 -- -- 7,215
Conversion of warrants to
common stock at $6.00 per
share in March 1997 9,631 48 57,738 -- -- 57,786
Issuance of common stock to
founders and officers at
$0.20 per share in June
1997 for notes receivable 428,572 2,143 83,571 (85,714) -- --
Issuance of common stock at
$0.134 per share in June
1997 for cash 16,071 80 2,074 -- -- 2,154
Issuance of common stock at
$0.20 per share in June
1997 for notes receivable 37,500 188 7,312 (7,500) -- --
Issuance of Series A
convertible preferred
stock at $2.24 per share
in June 1997 for cash -- -- 696,875 -- -- 700,000
Repurchase of common stock
at $0.20 per share in
November 1997 (29,999) (150) (5,850) 6,000 -- --
Write-off of note receivable
from stockholder -- -- -- 1,500 -- 1,500
Net loss -- -- -- -- (413,739) (413,739)
------------ ------------ ------------ ------------ ------------ ------------
Balances at December 31, 1997 783,925 3,920 872,324 (85,714) (413,739) 379,916
Issuance of common stock to
consultant at $1.00 per
share rendered in June and
September 1998 for services 4,157 20 4,137 -- -- 4,157
Issuance of Series B
convertible preferred stock
at $9.508 per share from
June to August 1998 for
cash, net of issuance
costs of $82,982 -- -- 5,411,232 -- -- 5,417,017
Net loss -- -- -- -- (1,854,125) (1,854,125)
------------ ------------ ------------ ------------ ------------ ------------
Balances at December 31, 1998 788,082 3,940 6,287,693 (85,714) (2,267,864) 3,946,965
Issuance of common stock to
directors at $1.00 per
share from July to October
1999 for services rendered 12,602 63 12,539 -- -- 12,602
Issuance of common stock to
consultants at $1.00 per
share in June to September
1999 for services rendered 3,603 18 3,585 -- -- 3,603
Issuance of Series C
convertible preferred stock
at $0.618 per share in
November 1999 for cash, net
of issuance costs of $27,520 -- -- 3,907,754 -- -- 3,972,479
Issuance of common stock to
consultants at $0.20 per
share in December 1999 for
services rendered 8,892 44 1,735 -- -- 1,779
Exercise of stock options at
$1.00 per share in August
1999 for notes receivable 25,000 125 24,875 (25,000) -- --
Repurchase of common stock at
$0.20 per share in May and
August 1999 (54,512) (272) (10,639) 22,321 -- 11,410
Grant of stock options to
consultants at $0.20 to
$1.00 per share for
services rendered -- -- 32,431 -- -- 32,431
Net loss -- -- -- -- (5,447,514) (5,447,514)
------------ ------------ ------------ ------------ ------------ ------------
Balances at December 31, 1999 783,667 $ 3,918 $ 10,259,973 $ (88,393) $ (7,715,378) $ 2,533,755
============ ============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
8
<PAGE> 9
SEBRING SYSTEMS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE PERIOD FOR THE PERIOD
FROM INCEPTION FROM INCEPTION
(FEBRUARY 10, (FEBRUARY 10,
YEAR ENDED YEAR ENDED 1997) TO 1997) TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1998 1997 1999
------------ ------------ -------------- --------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(5,447,514) $(1,854,125) $ (413,739) $ (7,715,378)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation 418,219 91,081 5,155 514,455
Non-cash compensation expense 43,841 -- -- 43,841
Issuance of common stock to directors
and consultants for services 17,984 4,157 -- 22,141
Changes in assets and liabilities:
Other noncurrent assets 13,250 (39,750) -- (26,500)
Prepaid expenses and other (38,847) (22,445) (8,310) (69,602)
Accounts payable 101,899 275,389 19,053 396,341
Accrued liabilities 112,845 40,174 84,320 237,339
Deferred revenue (250,000) 250,000 -- --
----------- ----------- ------------ -------------
Net cash used in operating activities (5,028,323) (1,255,519) (313,521) (6,597,363)
----------- ----------- ------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (234,431) (816,650) (35,134) (1,086,215)
----------- ----------- ------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of Series A convertible
preferred stock -- -- 700,000 700,000
Proceeds from issuance of Series B convertible
preferred stock, net -- 5,417,017 -- 5,417,017
Proceeds from issuance of Series C convertible
preferred stock, net 3,972,479 -- -- 3,972,479
Principal payments on capital lease obligations (72,690) -- -- (72,960)
Proceeds from issuance of common stock -- -- 93,655 93,655
----------- ----------- ------------ -------------
Net cash provided by financing activities 3,899,789 5,417,017 793,655 10,110,461
----------- ----------- ------------ -------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,362,965) 3,344,848 445,000 2,426,883
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3,789,848 445,000 -- --
----------- ----------- ------------ -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2,426,883 $ 3,789,848 $ 445,000 $ 2,426,883
=========== =========== ============ =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
9
<PAGE> 10
SEBRING SYSTEMS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
1. Organization and Development Stage Risks
Sebring Systems, Inc. (the "Company" or "Sebring") was originally incorporated
under the name Sunscoop Corporation in November 1984 in New York. Sebring is
developing a silicon switch fabric interconnect solution. This product will be
used in network equipment, communications systems and servers. In February 1997,
the name was changed to Sebring Systems, Inc. and operations commenced. In
September 1998, the Company reincorporated in Delaware. These financial
statements present results of the Company from inception (February 10, 1997) to
December 31, 1999 as if the Company had been incorporated in Delaware since
inception.
Through December 31, 1999, the Company's principal efforts have been focused on
raising capital, developing its products and recruiting personnel.
The Company is in the development stage and subject to a number of risks
associated with companies in a similar stage of development, including
dependence on key employees for technology development and support, volatility
of the industry, potential competition from larger, more established companies,
the ability to penetrate the market with its products and the ability to obtain
adequate financing to support its growth.
In May 2000, pursuant to an Agreement and Plan of Merger (the "Agreement"),
Sebring was acquired by PLX Technology, Inc. ("PLX"). As consideration for the
transaction, 960,931 shares of PLX common stock were exchanged with all
outstanding shares of capital stock of Sebring, subject to the withholding of
10% of such shares in escrow in accordance with the terms of the Agreement, not
including consideration for shares of capital stock of Sebring held by the
Registrant prior to the acquisition. Holders of Series A and B convertible
preferred stock received additional shares of PLX common stock equal in value to
the liquidation preference, determined in accordance with the conversion factor
set forth in the Agreement. All issued and outstanding shares of Sebring's
Series C convertible preferred stock were converted to shares of common stock
prior to the effective time of the Agreement. In addition, all outstanding
options and warrants to purchase shares of Sebring common stock were
automatically converted into options and warrants to purchase 629,650 shares of
PLX common stock based on the conversion factor set forth in the Agreement.
Prior to entering into the Agreement, PLX had been granted a security interest
in substantially all of Sebring's assets in exchange for agreeing to loan up to
$1,500,000 to Sebring. The Company has received assurance from PLX that it
intends to provide the necessary funding to support the continued operations of
the Company through at least January 1, 2001.
2. Summary Of Significant Accounting Policies
USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
10
<PAGE> 11
SEBRING SYSTEMS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Cash and Cash Equivalents
For purposes of the Statements of Cash Flows, the Company considers investments
with original maturities of three months or less to be cash equivalents. Cash
and cash equivalents consist of cash in bank checking and money market accounts.
<TABLE>
<CAPTION>
Period from Period from
Year Ended Year Ended Inception to Inception to
December 31, December 31, December 31, December 31,
1999 1998 1997 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Supplemental cash flow information:
Cash paid for taxes $ 6,795 $ 700 $ 1,800 $ 9,295
Cash paid for interest 16,622 -- -- 16,622
Supplemental non-cash disclosure:
Issuance of common stock for notes
receivable from stockholders, net
of repurchases 2,679 -- 85,714 88,393
Purchases of property and equipment
through capital lease obligations 630,448 -- -- 630,448
</TABLE>
Property and Equipment
Property and equipment consist of purchased software, computer equipment and
office furniture and equipment owned by the Company. Property and equipment are
recorded at cost and are depreciated using the straight-line method based upon
estimated useful lives of three years.
Property and equipment consisted of the following as of December 31:
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Purchased software $ 854,964 $ 353,723
Computer equipment 699,963 392,609
Office furniture and equipment 161,736 105,452
----------- -----------
1,716,663 851,784
Less: Accumulated depreciation (514,455) (96,236)
----------- -----------
$ 1,202,208 $ 755,548
=========== ===========
</TABLE>
Stock Compensation
In accordance with the provisions of Statement of Financial Accounting Standards
(SFAS) No. 123, "Accounting for Stock-Based Compensation", the Company has
chosen to apply Accounting Principles Board (APB) Opinion 25 and the related
interpretations in accounting for its stock option plan. Note 5 to the financial
statements contains a summary of the disclosure provisions under SFAS No. 123.
11
<PAGE> 12
Comprehensive Income (Loss)
In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income." SFAS No. 130 establishes standards for
reporting and display of comprehensive income and its components in a full set
of general purpose financial statements. The objective of SFAS No. 130 is to
report a measure of all changes in equity of an enterprise that result from
transactions and other economic events of the period other than transactions
with stockholders ("comprehensive income"). Comprehensive income is the total of
net income and all other non-owner changes in equity. For all periods presented,
the Company's comprehensive loss was equal to its net loss.
3. Commitments
The Company leases office space under a noncancellable operating lease. Rent
expense under the lease totaled $166,759 for the year ended December 31, 1999.
In fiscal 2000, future minimum lease commitments of $110,240 are required. There
are no further commitments required under this lease subsequent to fiscal 2000.
The Company entered into a capital lease agreement with a leasing company in
September of 1999. The Company purchased software, computer equipment and office
furniture and equipment with a cost of $630,448 under this arrangement.
Accumulated depreciation as of December 31, 1999 for these assets was
approximately $70,000. Principal and interest payments of $16,580 are required
monthly, and the lease expires March 2003. In connection with this capital lease
agreement, warrants were issued which entitle the leasing company to purchase
4,733 shares of Series B preferred stock (see Note 5). Future minimum lease
payments are as follows:
<TABLE>
<S> <C>
2000 $ 198,960
2001 198,960
2002 198,960
2003 131,258
---------
728,138
Less: Amount representing interest at 6% (170,380)
---------
Present value of lease payments 557,758
Less: Current portion (122,997)
---------
Long-term portion $ 434,761
=========
</TABLE>
4. Technology Agreement
In June 1998, the Company entered into an agreement (the "Agreement") with an
unrelated entity (the "Investor") whereby the Company would receive funding upon
the achievement of certain milestones, as defined in the Agreement. In 1998, the
Company received $250,000 from the Investor for achieving the first milestone
which was recorded as deferred revenue as of December 31, 1998. In November
1999, the Company received $125,000 from the Investor as settlement for the
Agreement, which was cancelled by the Investor. Sebring is under no obligation
to return these payments to the Investor, has fulfilled all obligations under
the Agreement, and accordingly, these payments have been recognized as revenue
in 1999.
In connection with the first milestone, in June 1998, the Investor purchased
210,349 shares of Series B convertible preferred stock at $9.508 per share and
was issued a warrant for the purchase of shares of the Company's common stock
(see Note 5).
12
<PAGE> 13
\
5. Stockholders' Equity
Common Stock
As of December 31, 1999, the Company has issued 783,667 shares of common
stock to employees, directors and consultants. These shares contain certain
rights and limitations of each party as summarized in each individual
purchase agreement. As of December 31, 1999, a total of 46,667 shares are
subject to repurchase by the Company. The repurchase rights lapse or
terminate when (i) certain investors provide 36 months of continuous service
to the Company, (ii) the first date on which shares of common stock are held
by more than 500 persons, (iii) a determination is made by the board of
directors that a public market exists for the outstanding shares or (iv) an
underwritten public offering is completed.
Common Stock Reserved for Future Issuance
As of December 31, 1999, the Company has reserved the following authorized
but unissued shares of common stock for issuance in connection with:
<TABLE>
<S> <C>
Conversion of preferred stock 7,363,431
Conversion of warrants 42,952
1997 Stock Option/Stock Issuance Plan 2,203,343
---------
9,609,726
=========
</TABLE>
Convertible Preferred Stock
The Company has authorized 312,500 shares of Series A, 312,500 shares of
Series A-1, 583,198 shares of Series B, 583,198 shares of Series B-1,
8,500,000 shares of Series C and 8,500,000 shares of Series C-1 convertible
preferred stock as of December 31, 1999. The Company's board of directors
has the authority to establish and define, in one or more series, the price,
rights, preferences and dividends of authorized but unissued shares of
preferred stock.
The preferred stock has the following rights, preferences and privileges:
DIVIDENDS--Noncumulative dividends of $0.18, $0.76 and $0.04 per
share are payable annually to holders of Series A, B and C
shares, respectively, if declared by the board of directors. From
inception through December 31, 1999, no dividends have been
declared.
LIQUIDATION PREFERENCE--In the event of liquidation, the holders
of Series C preferred stock are entitled to receive, prior and in
preference to any distribution to holders of Series A and B
preferred stock and common stock, the amount of $0.618 per share.
The holders of Series A and B preferred stock are entitled to
receive prior and in preference to any distribution to holders of
common stock, the amount of $2.24 and $9.508, respectively, plus
all accrued or declared but unpaid dividends for each share of
preferred stock outstanding.
If assets remain in the Company upon completion of full
distributions to preferred stockholders, such assets shall be
distributed among the holders of preferred and common stock pro
rata according to the number of shares of common stock held by
such holders (assuming conversion of all preferred stock to
common stock).
CONVERSION--The holders of the preferred stock have the following
conversion rights:
- Each share of preferred stock is convertible at the option
of the holder at any time after the date of issuance into
shares of fully paid and nonassessable shares of common
stock,
13
<PAGE> 14
determined by dividing the original issue price by the
conversion price at the time in effect for such shares.
- Each share of preferred stock will convert into shares of
common stock immediately upon the sale of common stock in
a bona fide underwriting which meets certain minimum
conditions.
VOTING RIGHTS--The holders of the preferred stock have the right
to one vote for each share of common stock into which the
preferred stock could then be converted. The holders of preferred
stock have full voting rights and powers equal to the voting
rights and powers of holders of common stock.
Stock Split
In July 1999, Sebring's board of directors approved a one-for-twenty
reverse stock split of Sebring's outstanding common and preferred stock
which was effected December 1999. All share and per share information
included in these financial statements have been retroactively adjusted
to reflect this stock split.
Warrants to Purchase Common and Preferred Stock
In March 1997, the Company issued warrants which entitle the investors
to purchase a total of 16,298 shares of common stock at an exercise
price of $6.00. These warrants expire in June 2002. In March 1997,
warrants to purchase 9,631 shares of common stock were exercised. As of
December 31, 1999, warrants to purchase 6,667 shares of common stock had
not been exercised.
In connection with the Agreement (see Note 4) in June 1998, the Company
issued a warrant for the purchase of 31,552 shares of common stock at an
exercise price of $9.508. The warrant is effective June 15, 2001 and
expires June 15, 2003.
In July 1999, the Company issued warrants which entitle a leasing
company to purchase 4,733 shares of Series B preferred stock at an
exercise price of $40.00. These warrants expire in July 2004. As of
December 31, 1999, none of the warrants had been exercised.
The fair values of these warrants were estimated on the date of grant
using the Black-Scholes model which amounted to a nominal value.
Notes Receivable from Stockholders
During June 1997, the Company issued notes receivable for $50,000,
$17,857 and $17,857, all bearing interest at 6% per annum, from officers
and a founder of the Company as consideration for the purchase of common
stock. The notes are secured by a pledge of the purchased shares and
accordingly are presented as contra equity. The notes mature June 18,
2004. In August 1999, the Company issued a note receivable for $25,000
from an officer of the Company as consideration for the exercise of
options to purchase 25,000 shares of common stock. This note bears
interest at 7% per annum and is secured by a pledge of the purchased
shares.
In May 1999, the Company repurchased 32,241 shares of the aforementioned
common stock at $0.20 per share as part of a termination agreement with
a founder of the Company. These shares represent the unvested portion of
the officer's shares. Pursuant to the agreement, the entire note
receivable of $17,857 was cancelled and compensation expense of $11,410
related to the vested portion has been recorded in these financial
statements.
In August 1999, the Company repurchased 22,321 shares of the
aforementioned common stock at $0.20 per share upon the termination of
an officer of the Company and cancelled $4,464 of the note receivable
related
14
<PAGE> 15
to the repurchased shares. These shares represent the unvested portion
of the officer's shares. As of December 31, 1999, $13,393 is owed to the
Company for shares vested.
Stock Option/Stock Issuance Plan
During 1997, the Company established the 1997 Stock Option/Stock
Issuance Plan (the "Plan") covering employees and consultants of the
Company. Under the terms of the Plan, incentive and nonqualified stock
options and stock purchase rights may be granted for up to 2,250,000
shares of the Company's authorized but unissued common stock. Options
issued under the Plan have a maximum term of 10 years and vest over
schedules determined by the board of directors.
Nonqualified stock options and stock purchase rights may be granted to
employees and consultants at no less than 85% of the fair market value
of the stock at the date of grant. If the person is a 10% stockholder,
then the exercise price of nonqualified stock options and stock purchase
rights may be granted at no less than 110% of the fair market value of
the stock at the date of grant. Incentive stock options may be granted
only to employees for no less than the fair market value of the stock at
the date of the grant.
The Company accounts for the Plan under APB Opinion No. 25, "Accounting
for Stock Issued to Employees," under which no compensation expense has
been recognized. Had compensation expense for the Plan been determined
consistent with Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation," the impact on the Company's
net loss for all periods presented would have been immaterial. The fair
value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions used for grants made in 1999; risk-free interest rates
ranging between 4.71% and 6.14%; expected lives of 4 years; expected
volatility of 0.01% for employee options; and dividend yield of 0%.
Activity in the Plan for the period from inception to December 31, 1999
was as follows:
<TABLE>
<CAPTION>
Options
Available Weighted
for Future Outstanding Average
Issuance Options Exercise Price
---------- ----------- --------------
<S> <C> <C> <C>
Balance at inception (February 10, 1997) -- -- $ --
Authorized 320,000 -- --
Granted (9,600) 9,600 0.20
Additional options authorized 176,963 -- --
---------- ----------
Balance, December 31, 1997 487,363 9,600 0.20
Granted (124,157) 124,157 1.00
Exercised -- (4,157) 1.00
---------- ----------
Balance, December 31, 1998 363,206 129,600 0.94
Authorized 1,753,037 -- --
Granted (1,851,090) 1,851,090 0.35
Cancelled 188,136 (188,136) 0.49
Exercised -- (42,500) 0.83
---------- ----------
Balance, December 31, 1999 453,289 1,750,054 0.36
========== ==========
</TABLE>
15
<PAGE> 16
Option holders have the right to exercise their options early subject to the
right of the Company to repurchase unvested shares at the original purchase
price. As of December 31, 1999, 5,000 of such options were exercised and are
subject to repurchase.
The weighted average fair value of options issued in fiscal 1999 and 1998 was
$0.07 and $0.24, respectively. The options outstanding at December 31, 1999 have
exercise prices ranging between $0.20 and $1.00 and a weighted average remaining
contractual life of 9.78 years. Of these options, 1,750,054 are exercisable as
of December 31, 1999 with a weighted average exercise price of $0.36.
6. Income Taxes
For income tax reporting purposes, the Company has federal and state net
operating loss carryforwards of approximately $5,587,197 and $419,465,
respectively, and federal and state research and development tax credit
carryforwards of approximately $151,785 and $80,546, respectively. The Federal
credit and loss carryforwards will expire commencing in 2012. The state loss
carryforward will expire commencing in 2002.
The Company also has other state credits of approximately $28,500 which will
expire commencing in 2005. The Internal Revenue Code contains provisions which
may limit the net operating loss and credit carryforwards available to be used
in any given year if certain events occur, including changes in ownership (see
Note 1).
The components of the net deferred tax asset as of December 31, 1999 and 1998
are as follows:
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Cumulative net operating loss carryforward $ 1,979,974 $ 561,279
Capitalized start-up costs 654,050 210,891
Research and development tax credit 232,332 48,960
Capitalized research and development costs 287,216 62,549
Other 242,781 74,049
Less: Valuation allowance (3,396,353) (957,728)
----------- -----------
$ -- $ --
=========== ===========
</TABLE>
The Company has not yet achieved profitable operations. Accordingly, management
has recorded a valuation allowance for the entire net deferred tax asset.
7. Subsequent Events
In February 2000, the Company's board of directors amended the 1997 Stock Option
/ Stock Issuance plan in order to increase the number of authorized shares for
issuance to 2,455,000.
In March 2000, the Company's board of directors amended the 1997 Stock Option /
Stock Issuance plan in order to increase the number of authorized shares for
issuance to 2,466,000.
16
<PAGE> 17
PLX TECHNOLOGY, INC. AND SEBRING SYSTEMS, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
PLX SEBRING PRO FORMA
YEAR ENDED YEAR ENDED COMBINED
DECEMBER 31, DECEMBER 31, PRO FORMA DECEMBER 31,
1999 1999 ADJUSTMENTS 1999
------------ ------------ ----------- ------------
<S> <C> <C> <C> <C>
Net revenues $ 40,699 $ 375 $ -- $ 41,074
Cost of revenues 12,868 -- -- 12,868
-------- -------- -------- --------
Gross profit 27,831 375 -- 28,206
-------- -------- -------- --------
Operating expenses:
Research and development 7,268 4,272 4,103 A 15,643
Selling, marketing and administrative 10,569 1,633 -- 12,202
Amortization of goodwill and other intangibles -- -- 4,202 B 4,202
-------- -------- -------- --------
Total operating expenses 17,837 5,905 8,305 32,047
-------- -------- -------- --------
Income (loss) from operations 9,994 (5,530) (8,305) (3,841)
Interest income and other, net 1,473 83 -- 1,556
-------- -------- -------- --------
Income (loss) before provision for income taxes
and equity in net loss of unconsolidated investee 11,467 (5,447) (8,305) (2,285)
Provision (benefit) for income taxes 3,896 -- (1,436) C 2,460
-------- -------- -------- --------
Income (loss) before equity in net loss of
unconsolidated investee 7,571 (5,447) (6,869) (4,745)
Equity in net loss of unconsolidated investee (340) -- 340 D --
-------- -------- -------- --------
Net income (loss) $ 7,231 $ (5,447) $ (6,529) $ (4,745)
======== ======== ======== ========
Basic net income (loss) per share $ 0.43 $ (0.26)
======== ========
Shares used to compute basic per share amounts 17,007 17,968
======== ========
Diluted net income (loss) per share $ 0.33 $ (0.26)
======== ========
Shares used to compute diluted per share amounts 21,849 17,968
======== ========
</TABLE>
The accompanying notes are an integral part of these unaudited pro forma
financial statements.
17
<PAGE> 18
PLX TECHNOLOGY, INC. AND SEBRING SYSTEMS, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
PLX SEBRING
SIX MONTH SIX MONTH PRO FORMA
PERIOD ENDED PERIOD ENDED COMBINED
JUNE 30, JUNE 30, PRO FORMA JUNE 30,
2000 2000 ADJUSTMENTS 2000
------------ ------------ ----------- ----------
<S> <C> <C> <C> <C>
Net revenues $ 30,632 $ -- $ -- $ 30,632
Cost of revenues 8,972 -- -- 8,972
-------- -------- -------- --------
Gross profit 21,660 -- -- 21,660
-------- -------- -------- --------
Operating expenses:
Research and development 4,938 3,072 2,052 A 10,062
Selling, marketing and administrative 7,101 660 -- 7,761
Amortization of goodwill and other intangibles -- -- 2,101 B 2,101
-------- -------- -------- --------
Total operating expenses 12,039 3,732 4,153 19,924
-------- -------- -------- --------
Income (loss) from operations 9,621 (3,732) (4,153) 1,736
Interest income and other, net 1,037 (103) -- 934
-------- -------- -------- --------
Income (loss) before provision for income taxes 10,658 (3,835) (4,153) 2,670
Provision (benefit) for income taxes 3,732 -- (718) C 3,014
-------- -------- -------- --------
Net income (loss) $ 6,926 $ (3,835) $ (3,435) $ (344)
======== ======== ======== ========
Basic net income (loss) per share $ 0.31 $ (0.01)
======== ========
Shares used to compute basic per share amounts 22,428 23,389
======== ========
Diluted net income (loss) per share $ 0.29 $ (0.01)
======== ========
Shares used to compute diluted per share amounts 24,234 23,389
======== ========
</TABLE>
The accompanying notes are an integral part of these unaudited pro forma
financial statements.
18
<PAGE> 19
PLX TECHNOLOGY, INC. AND SEBRING SYSTEMS, INC.
PRO FORMA COMBINED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
PRO FORMA
PLX SEBRING COMBINED
JUNE 30, JUNE 30, PRO FORMA JUNE 30,
2000 2000 ADJUSTMENTS 2000
---------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 15,367 $ 33 -- $ 15,400
Short term investments 22,195 -- -- 22,195
Accounts receivable, net 7,045 -- -- 7,045
Inventories 1,708 -- -- 1,708
Deferred tax assets 1,379 -- -- 1,379
Other current assets 2,653 59 (1,500) E 1,212
-------- -------- -------- --------
Total current assets 50,347 92 (1,500) 48,939
Property and equipment, net 1,643 1,047 -- 2,690
Other assets 1,453 26 (1,206) D 273
Long term investments 8,773 -- -- 8,773
Goodwill -- -- 12,962 F 12,962
Other intangible assets -- -- 3,399 F 3,399
-------- -------- -------- --------
Total assets $ 62,216 $ 1,165 $ 13,655 $ 77,036
======== ======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,035 $ 364 -- $ 3,399
Accrued compensation and benefits 1,439 442 -- 1,881
Deferred revenue 1,276 -- -- 1,276
Income tax payable 455 -- (198) C 257
Accrued commissions 550 -- -- 550
Other accrued expenses 1,281 25 -- 1,306
Other liabilities -- 1,500 (1,500) E --
-------- -------- -------- --------
Total current liabilities 8,036 2,331 (1,698) 8,669
-------- -------- -------- --------
Total liabilities 8,036 2,331 (1,698) 8,669
-------- -------- -------- --------
Stockholders' equity:
Convertible preferred stock -- 74 (74) G --
Common stock 22 150 (149) G, H 23
Additional paid-in capital 37,839 10,249 32,050 G, H 80,138
Deferred compensation (147) -- (11,968) H (12,115)
Notes receivable from stockholders -- (88) -- (88)
Accumulated other comprehensive loss (44) -- -- (44)
Retained earnings (deficit) 16,510 (11,551) (4,506) G 453
-------- -------- -------- --------
Total stockholders' equity (deficit) 54,180 (1,166) 15,353 68,367
-------- -------- -------- --------
Total liabilities and stockholders' equity (deficit) $ 62,216 $ 1,165 $ 13,655 $ 77,036
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these unaudited pro forma
financial statements.
19
<PAGE> 20
PLX TECHNOLOGY, INC. AND SEBRING SYSTEMS, INC.
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
The unaudited pro forma combined statements of operations assume the business
combination took place as of the beginning of the periods presented.
On a combined basis, there were no material transactions between Sebring
Systems, Inc. ("Sebring") and PLX Technology, Inc. ("PLX") during the periods
presented. There are no material differences between the accounting policies of
Sebring and PLX. The pro forma combined provision for income taxes may not
represent the amounts that would have resulted had Sebring and PLX filed
consolidated income tax returns during the periods presented.
NOTE 2. ACQUISITION ACCOUNTING
In May 2000, PLX completed the acquisition of Sebring with a purchase price,
including assumed liabilities, of approximately $32.3 million. Additionally, PLX
recorded $12.3 million in deferred compensation expense on options granted to
employees below fair market value related to the acquisition of Sebring. The
estimated purchase price of the Sebring acquisition is summarized below:
(IN THOUSANDS)
<TABLE>
<S> <C>
Prior consideration .......................... $ 681
Stock consideration .......................... 24,196
Converted options ............................ 4,672
Assumed Liabilities .......................... 2,242
Acquisition costs ............................ 525
-------
Total consideration .......................... $32,316
=======
</TABLE>
PLX accounted for the acquisition of Sebring using the purchase method of
accounting. The preliminary allocation of PLX's purchase price to the net
tangible assets and identifiable intangible assets acquired and liabilities
assumed on the date of acquisition was based on an independent appraisal and
estimate of fair value and is summarized below.
(IN THOUSANDS)
<TABLE>
<S> <C>
Net tangible assets ........................... $ 1,165
In-process technology ......................... 14,342
Goodwill and other intangible assets:
Goodwill .................................... 13,339
Acquired employees .......................... 983
Tradename ................................... 355
Patents ..................................... 2,132
-------
Net assets acquired ........................... $32,316
=======
</TABLE>
The net tangible assets acquired were comprised primarily of property and
equipment and accrued liabilities. The acquired in-process technology was
written-off in the second quarter of fiscal 2000. The estimated weighted average
20
<PAGE> 21
useful life of the intangible assets for patents, tradenames, and the residual
goodwill, created as a result of the acquisition of Sebring is approximately
four years. Deferred compensation is being amortized over the vesting period of
three years.
The $14.3 million allocation of the purchase price to the acquired in-process
technology was determined by identifying research projects in areas for which
technological feasibility had not been established and no alternative future
uses existed. PLX acquired technology consisting of silicon switch fabric
interconnect solutions. The value was determined by estimating the expected cash
flows from the project once commercially viable, discounting the net cash flows
to their present value, and then applying a percentage of completion to the
calculated value.
NOTE 3. PRO FORMA NET INCOME (LOSS) PER SHARE
Basic pro forma net loss per share for the periods presented was calculated
based on the conversion of 1.0 million shares of Sebring common stock
outstanding at June 30, 2000 and December 31, 1999. Diluted net loss per share
for the pro forma combined periods ending June 30, 2000 and December 31, 1999
did not include common stock equivalents from the PLX and Sebring option plans
because they were antidilutive.
NOTE 4. PRO FORMA ADJUSTMENTS
The following unaudited pro forma adjustments give effect to the combination of
PLX and Sebring as if such transaction occurred as of January 1, 1999. The
unaudited pro forma combined information is presented for illustrative purposes
only and is not necessarily indicative of the operating results that would have
occurred if the transaction had been consummated at the dates indicated, nor is
it necessarily indicative of future operating results.
(A) To record deferred compensation expense on options granted to employees
below fair market value related to the acquisition of Sebring.
(B) To record amortization of goodwill and other intangibles related to the
acquisition of Sebring.
(C) To adjust the tax provision for additional expenses related to Sebring and
the combined entity.
(D) To eliminate the investment in Sebring.
(E) To eliminate the intercompany loan between PLX and Sebring.
(F) To record goodwill and other intangible assets, net of amortization,
recorded subsequent to the acquisition of Sebring.
(G) To eliminate Sebring equity accounts.
(H) To reflect the value of the shares of PLX to be issued in connection with
the acquisition.
21
<PAGE> 22
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
2.1 Agreement and Plan of Merger dated April 19, 2000 by
and among PLX Technology, Inc., OKW Technology
Acquisition Corporation and Sebring Systems, Inc.
(Incorporated by reference to Exhibit 2.1 to Form
8-K as filed May 30, 2000)
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants.
</TABLE>
22
<PAGE> 23
Pursuant to Item 601(b)(2) of Regulation S-K, the following exhibits and
schedules to this Agreement and Plan of Merger have been omitted. Such exhibits
and schedules will be submitted to the Securities and Exchange Commission upon
request.
<TABLE>
<CAPTION>
EXHIBIT/SCHEDULE NAME
---------------- ----
<S> <C>
Exhibit A Certain Definitions
Exhibit B Escrow Agreement
Exhibit C Financial Statements
Exhibit D Proprietary Information and Inventions Agreement
Exhibit E Shelf Registration Agreement
Exhibit F Voting Agreement
Exhibit G Opinion from Company Counsel
Exhibit H Opinion from Acquiror's Counsel
Company Disclosure Schedule
Acquiror Schedules
</TABLE>
23
