PROSPECTUS
1,382,248 Shares
STRATEGIC SOLUTIONS GROUP, INC.
Common Stock
This Prospectus relates to 1,382,248 shares of common stock, par value
$0.0001 per share (the "Common Stock"), of Strategic Solutions Group, Inc., a
Delaware corporation (the "Company"), that are issuable to the Selling
Stockholders (as defined herein) in connection with the conversion of $1,600,000
aggregate principal amount of the Company's 6% Convertible Subordinated
Debentures (the "Debentures") into a presently indeterminate number of shares
and the exercise of warrants to purchase 80,000 shares of Common Stock (the
"Warrants") (all of the Common Stock covered by this Prospectus being
hereinafter referred to as the "Shares"). All of the Shares offered hereby are
being offered on a continuous basis by the Selling Stockholders. See "Selling
Stockholders." The Company will receive none of the proceeds from the sale of
the Shares. Any proceeds received from the exercise of the Warrants, aggregating
$363,000 if all of the Warrants are exercised for cash, will be used by the
Company for general corporate purposes.
The number of shares issuable by the Company in connection with the
conversion of the Debentures is based upon the market price of the Common Stock
at the time of conversion. The 1,302,248 Shares calculated to be issuable in
connection with the conversion of the Debentures is based on a price of $1.21
per share of Common Stock, which is greater than the average of the high and low
prices of the Common Stock on the Nasdaq SmallCap Market on April 27, 1998
($1.1875), and includes the payment in Common Stock of interest due upon
conversion. See "Selling Stockholders." The number of shares available for
resale is subject to adjustment and could be materially greater or fewer than
such estimated amount depending on factors that cannot be predicted by the
Company at this time, including among others, the future market price of the
Common Stock. This presentation is not intended, and should not be construed, to
constitute a prediction as to the future market price of the Common Stock.
The Shares may be offered from time to time by the Selling
Stockholders, or by their pledgees, donees, transferees or other successors in
interest, in transactions (which may include block transactions) on the Nasdaq
SmallCap Market, the Boston Stock Exchange, the over-the-counter market, in
private sales or negotiated transactions, through the writing of options on
Shares, or a combination of such methods of sale, at fixed prices that may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, or at negotiated prices. The Selling Stockholders
may effect such transactions by selling Shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of discounts,
concessions, or commissions from the Selling Stockholders and the purchasers of
Shares for whom such broker-dealers may act as agent or to whom they sell as
principal, or both (which compensation as to a particular broker-dealer may be
in excess of customary commissions). The Company has agreed to indemnify the
Selling Stockholders against certain liabilities, including liabilities arising
under the Securities Act of 1933, as amended (the "Securities Act").
The Common Stock is quoted on the Nasdaq SmallCap Market and listed on
the Boston Stock Exchange. On April 27, 1998, the average of the high and low
prices of the Common Stock on the Nasdaq SmallCap Market was $1.1875 per share.
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See "Risk Factors" beginning on page 5 for certain
information that should be considered by
prospective investors.
THE COMMON STOCK HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is May 4, 1998.
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NO DEALER, SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS IN CONNECTION WITH THE OFFERING CONTAINED HEREIN, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR THE SELLING STOCKHOLDERS. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
TABLE OF CONTENTS
Summary of Offering.....................................................4
Risk Factors............................................................5
Incorporation of Certain Documents by Reference.........................9
The Company............................................................10
Use of Proceeds........................................................10
Selling Stockholders...................................................10
Experts................................................................11
Legal Matters..........................................................11
Available Information..................................................11
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SUMMARY OF THE OFFERING
The following summary information is qualified in its entirety by the
more detailed information appearing elsewhere in this Prospectus or incorporated
herein by reference.
Securities Offered.................. 1,382,248 shares of Common Stock
consisting of (i) an indeterminate
number of shares of Common Stock
issuable upon conversion of the
Company's Debentures, including interest
due on the Debentures, which is payable
in Common Stock at the Company's option,
and (ii) 80,000 shares issuable upon the
exercise of Warrants held by the Selling
Stockholders.
Shares of Common Stock
Outstanding....................... As of April 27, 1998, there were 1,768,839
shares of Common Stock issued and
outstanding.
Use of Proceeds..................... The Company will not receive any of the
proceeds from the sale of Common Stock
by the Selling Stockholders. The Company
will receive proceeds from the sale of
Common Stock to the Selling Stockholders
upon the exercise of the Warrants,
provided such exercise is not effected
pursuant to the cashless exercise
provisions of the Warrants. Such
proceeds will aggregate $363,000 if all
of the Warrants are exercised for cash
and will be used by the Company for
general corporate purposes. See "Use of
Proceeds."
Risk Factors........................ The Common Stock offered hereby is highly
speculative and involves a high degree
of risk. See "Risk Factors."
Nasdaq Symbol/Boston
Stock Exchange Symbol............. SSGI/STG
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RISK FACTORS
The Common Stock offered hereby is highly speculative in nature and
involves a high degree of risk. Prospective investors should carefully consider
the following risks and speculative factors inherent in and affecting the
business of the Company and the Common Stock prior to making an investment in
the Company. The Common Stock should not be purchased by investors who do not
have sufficient financial means to sustain the loss of their entire investment.
History of Operating Losses and Accumulated Deficits; Uncertainty
Regarding Achievement of Profitability; Going Concern Opinion. The Company has
incurred net losses in each of its reported fiscal years since inception. The
Company reported net losses of $3.8 million for the year ended December 31, 1996
and $2.9 million for the year ended December 31, 1997. The Company's accumulated
deficit through December 31, 1997 was $13.6 million. There is no assurance the
Company will ever achieve profitable operations. The Company's independent
accountants, in their report regarding the Company's financial statements for
the year ended December 31, 1997, indicated that, since the Company has a
history of recurring losses from operations, an accumulated deficit and
insufficient cash resources to fund planned operations, substantial doubt exists
as to the Company's ability to continue as a going concern.
Need for Additional Capital. The Company believes, based upon current
projections, that cash currently on hand should be sufficient to sustain current
operations and finance planned expansion through approximately June 1998. The
Company in all likelihood will be required to obtain additional financing in
order to sustain operations beyond that date. There can be no assurance that
such additional financing will be available or, if available, that it will be on
terms acceptable to the Company.
Possible Delisting of Common Stock from Nasdaq System. In February 1998,
the Company was notified by the Nasdaq SmallCap Market that it was not in
compliance with the new minimum net tangible assets requirement of $2 million
and that the Company's Common Stock was scheduled for delisting. As of December
31, 1997, the Company's net tangible assets were approximately $1 million. The
Company is unlikely to meet the new net tangible assets requirement unless a
substantial amount of the Debentures are converted, and the Company cannot
require conversion of the Debentures until October 1999. The Company has
requested a temporary exemption from the new net tangible assets requirement and
has submitted a proposed compliance plan in support of its request. As of the
date of this Prospectus, the scheduled delisting of the Company's Common Stock
has been stayed pending the Nasdaq's decision with respect to the Company's
exemption request. There can be no assurance that the exemption request will be
granted.
In addition, the Nasdaq SmallCap Market currently requires a minimum
bid price of $1.00 per share. On April 27, 1998, the average of the high and low
prices of the Common Stock on the Nasdaq SmallCap Market was $1.1875 per share.
The failure to meet these or any other maintenance criteria in the future may
result in the delisting of the Common Stock from Nasdaq SmallCap Market, and
trading, if any, in the Common Stock would thereafter be conducted in the
non-Nasdaq over-the-counter market. As a result of such delisting, investors
could find it more difficult to dispose of, or to obtain accurate quotations as
to the market value of, the Common Stock.
Risk Relating to Penny Stocks. If the Common Stock were to become
delisted from trading on the Nasdaq SmallCap Market, trading in the Common Stock
would become subject to the
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requirements of certain rules promulgated under the Securities Exchange Act of
1934 (the "Exchange Act") that require additional disclosure by broker-dealers
in connection with any trades involving a stock defined as a penny stock
(generally, any non-Nasdaq equity security that has a market price of less than
$5.00 per share, subject to certain exceptions). Such rules require the
delivery, prior to any penny stock transaction, of a disclosure schedule
explaining the penny stock market and the risks associated therewith, and impose
various sales practice requirements on broker-dealers who sell penny stocks to
persons other than established customers and accredited investors (generally
institutions). For these types of transactions, the broker-dealer must make a
special suitability determination for the purchase and have received the
purchaser's written consent to the transaction prior to sale. If the Common
Stock were delisted from Nasdaq, the additional burdens imposed upon
broker-dealers by such requirements may discourage broker-dealers from effecting
transactions in the Common Stock, which could severely limit the market
liquidity of the Common Stock and the ability of holders to sell the Common
Stock in the secondary market.
Possible Volatility of Stock Prices. Although the Common Stock has been
traded on the Nasdaq SmallCap Market and Boston Stock Exchange since November
1993, the Common Stock has generally been traded on a limited basis and in small
volumes. The trading price for the Common Stock may be significantly affected by
such factors as the operating results of the Company, the United States and
global economic conditions, and various other factors generally affecting the
computer software industry. Furthermore, the stock market has from time to time
experienced extreme price and volume fluctuations that have particularly
affected the market prices of the stocks of small and emerging growth companies
traded on the Nasdaq SmallCap Market. These extreme fluctuations, which often
have been unrelated to the operating performance of any particular company or to
any group of companies, may adversely affect the market price of the Common
Stock.
Uncertainty of Market Acceptance for Custom Software; Length and
Uncertainty of Software Marketing Efforts. The Company's custom software
products are designed to replace more traditional forms of written and
audiovisual materials used for training in the workplace. Although there is a
substantial market for workplace training materials and products, there is no
assurance that computer-based training materials such as those developed by the
Company will replace the more traditional forms on a large scale. In order to
operate on a profitable basis, the Company will be required to increase
substantially the number and size of new custom software development contracts.
Because the Company's custom software products usually replace existing
methods of doing business, marketing of its products is normally a costly,
time-consuming process. The Company frequently experiences a significant delay
(in some cases up to one year) between the time of initial sales contact and the
signing of a contract and, in many instances, the Company fails to obtain a
contract notwithstanding its marketing efforts. The substantial time and expense
required to procure contracts and the failure to obtain contracts from potential
customers that have been solicited may adversely affect the Company's cash flow
and create other operational problems. Procurement and retention of contracts is
also subject to the risk that customers may decide to develop their own custom
software internally or may cancel their contracts with the Company.
Competition. The market for the Company's custom software is highly
competitive. The Company competes with other companies that produce interactive
training software and other third-party suppliers of training and marketing
materials, as well as internal training departments of potential customers. In
addition, the Company expects competition from existing software companies
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and book publishers seeking to broaden their product lines, and the continued
improvement in computer programming tools may enable businesses to develop their
own training software internally. Many of the Company's current and potential
competitors have substantially greater financial, technical, sales, marketing,
and other resources, as well as greater name recognition, than that of the
Company.
Dependence on Limited Number of Customers. For the year ended December
31, 1997, the Company's four largest customers accounted for approximately 31%,
24%, 15% and 12%, of the Company's total revenue. The loss of any of the
Company's major customers, or the inability to collect accounts receivable from
one or more of them, could adversely effect the Company's business, operating
results, and financial condition.
Limited Intellectual Property and Proprietary Rights. Under most of its
contracts, the Company regards its software as proprietary, in that title to and
ownership of its software generally reside with the Company. The Company grants
nonexclusive licenses to customers for software developed by the Company for
such customers. Like many software firms, the Company has no patents. The
Company attempts to protect its rights with a combination of copyright and trade
secret laws, and employee and third-party nondisclosure agreements. Despite
these precautions, it may be possible for unauthorized third parties to copy
certain portions of the Company's products or obtain and use information that
the Company regards as proprietary, such as source codes or programming
techniques that generate high-quality animation on low-end platforms.
As the number of software products increases and their functionality
further overlaps, the Company believes that software programs increasingly will
become the subject of infringement claims. Although the Company's products have
never been the subject of an infringement claim, there can be no assurance that
third parties will not assert infringement claims against the Company in the
future or that any such assertion may not require the Company to enter into
royalty arrangements or result in costly litigation.
Dependence on Key Personnel; Need for Additional Personnel. The Company
has an employment agreement with John Cadigan, its Chief Executive Officer. The
loss of his services or those of other key personnel could have a material
adverse effect on the Company. The Company also will be required to attract and
retain additional managerial, sales and marketing, financial, and technical
personnel in order to expand its business. There is no assurance the Company can
attract and retain qualified employees.
Fluctuations in Quarterly Operating Results. The Company's quarterly
operating results are subject to significant fluctuations, since sales of custom
commercial software products are to a limited number of customers for individual
projects and because of the unpredictability of contract awards and timing of
payment thereunder. Such fluctuations may increase in the future as the Company
attempts to secure larger contracts.
No Product Liability Insurance. The Company could be subject to product
liability claims in connection with the use of its products. There can be no
assurance that the Company would have sufficient resources to satisfy any
liability resulting from these claims or would be able to have its customers
indemnify or insure the Company against such claims. The Company currently does
not carry product liability insurance and there can be no assurance that such
coverage, if obtainable,
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would be adequate in terms and scope to protect the Company against material
adverse effects in the event of a successful product liability claim.
Outstanding Options and Warrants--Potential Further Dilution to
Stockholders. As of the date of this Prospectus, there are outstanding options
and warrants to purchase an aggregate of 430,209 shares of Common Stock with
exercise prices ranging from $1.50 to $39.20 per share, not including the
Warrants. The terms upon which the Company may be able to obtain additional
equity capital may be adversely affected by such options and warrants, because
the holders thereof can be expected to exercise them at a time when the Company
would, in all likelihood, be able to obtain any needed capital on terms more
favorable to the Company than those provided by the terms of such warrants or
options.
The exact number of shares of Common Stock issuable upon conversion of
the Debentures cannot be estimated with certainty because, generally, such
issuance of Common Stock will vary inversely with the market price of the Common
Stock at the time of such conversion, and there is no cap on the number of
shares of Common Stock that may be issuable. The number of shares of Common
Stock issuable upon conversion of the Debentures is also subject to various
adjustments to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
Anti-Takeover Provisions. The Certificate of Incorporation and By-Laws
of the Company contain provisions that provide for up to three-year terms for
the directors of the Company and the election of such directors on a staggered
basis. The Company's Proxy Statement relating to the 1998 Annual Meeting of
Stockholders includes a proposal which, if approved by the Company's
stockholders, would amend its Certificate of Incorporation to provide that the
shareholders of the Company cannot act by written consent. In addition, in
certain circumstances, Delaware law requires the approval of two-thirds of all
shares eligible to vote for certain business combinations involving a
stockholder owning 15% or more of the Company's voting securities, excluding the
voting power held by such stockholder. Furthermore, Mr. Cadigan's employment
contract provides for a lump sum payment of 299% of his base salary in the event
of a change in control of the Company and his subsequent termination without
cause. In addition to the potential impact on future takeover attempts and the
possible perpetuation of management, the existence of each of the above
provisions and employment agreement could have an adverse effect on the market
price of the Common Stock.
No Dividends and None Anticipated. The payment by the Company of
dividends, if any, in the future rests within the discretion of its Board of
Directors and will depend, among other things, upon the Company's earnings, its
capital requirements and its financial condition, as well as other relevant
factors. The Company has not paid or declared any dividends upon its Common
Stock since its inception and does not contemplate or anticipate making any
distributions with respect to its Common Stock in the foreseeable future.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission by the Company
are incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1997.
2. The Company's Current Report on Form 8-K dated April 23, 1998.
3. The description of the Company's Common Stock contained in the
Prospectus included in the Company's Registration Statement on
Form SB-2 under the Securities Act (File No. 33-97776),
incorporated by reference into the Company's Registration
Statement on Form 8-A under the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the Shares shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of filing
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person
to whom this Prospectus is delivered, on the written or oral request of any such
person, a copy of any and all of the documents described above, other than
exhibits to such documents, unless such exhibits are specifically incorporated
by reference therein. Requests should be directed to: Strategic Solutions Group,
Inc., Suite 100, 326 First Street, Annapolis, Maryland 21403, telephone (410)
263-7761.
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THE COMPANY
The Company develops and markets multi-media software that replaces or
supplements technical manuals and operating documentation for equipment,
machinery, and industrial processes and provides alternative methods of
delivering employee training, sales and marketing presentations and corporate
communications. Engaged in the development of software since 1989, the Company
expanded its operations in 1996 into the development and marketing of
interactive multi-media software for business communications. The Company's
address is 326 First Street, Suite 100, Annapolis, Maryland, and its telephone
number is (410) 263-7761.
Recent Developments. In January 1998, the Company issued a notice of
redemption of the Debentures specifying payment of the redemption amount with
shares of the Company's Common Stock. Supermex Trading Company, Inc., the holder
of the Debentures (the "Holder") and a Selling Stockholder, refused to accept
the shares as payment and filed suit against the Company in the Delaware Court
of Chancery alleging that the terms of the Debentures permit the Company to
redeem only in cash. In April 1998, the court ruled in favor of the Holder,
declared the redemption invalid and awarded damages to the Holder in the amount
of $105,000 for the Company's failure to honor the Holder's conversion of
$115,000 principal amount of the Debentures. The Holder is also claiming
$160,000 in penalties allegedly due under a registration rights agreement
between the Holder and the Company.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Shares by
the Selling Stockholders. The aggregate cash exercise price of all of the
Warrants is $363,000. Provided the exercise of the Warrants is effected for
cash, any proceeds received by the Company from such exercise will be used for
general corporate purposes.
SELLING STOCKHOLDERS
The Selling Stockholders will have acquired the Shares offered hereby
upon conversion of the Debentures and exercise of the Warrants. As described
below, an indeterminate number of shares of Common Stock are issuable upon
conversion of the Debentures and 80,000 shares of Common Stock are issuable upon
exercise of the Warrants. The Debentures and the Warrants were issued to the
Selling Stockholders, effective October 31, 1997. The Warrants are exercisable
by the Selling Stockholders at any time through October 31, 2002 at an exercise
price of $4.5375 per share of Common Stock.
The following table shows the names of the Selling Stockholders, the
number of shares of Common Stock owned by each of the Selling Stockholders as of
the date of this Prospectus (consisting of shares that may be acquired upon
conversion of the Debentures and exercise of the Warrants), the number of shares
to be sold by each of the Selling Stockholders, and the number of shares to be
owned each of the Selling Stockholders after the Offering (assuming the sale of
all of the Shares offered hereby).
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Shares to be
Shares Shares Owned After
Name Owned to be Sold Offering
Supermex Trading
Company, Ltd. 1,342,248 1,342,248 0
Corporate Capital
Management 40,000 40,000 0
The shares owned and to be sold consist of (i) an indeterminate number of shares
of Common Stock issuable upon conversion of the Debentures, and (ii) 80,000
shares issuable upon the exercise of Warrants. The number of shares issuable by
the Company in connection with the conversion of the Debentures is based upon
the lesser of (i) $4.125 per share, which was the average market price of the
Common Stock on the five trading days immediately preceding the date the
Debentures were issued, and (ii) 80% of the average market price of the Common
Stock on the five trading days immediately preceding the date of conversion, but
not less than the applicable floor price as set forth in the Debenture. The
1,302,248 Shares calculated to be issuable in connection with the conversion of
the Debentures is based on a price of $1.21 per share of Common Stock, which is
greater than the average of the high and low prices of the Common Stock on the
Nasdaq SmallCap Market on April 27, 1998 ($1.1875), and includes the payment in
Common Stock of interest due upon conversion. Such interest is payable in Common
Stock at the option of the Company. The number of shares available for resale is
subject to adjustment and could be materially greater or fewer than such
estimated amount depending on factors that cannot be predicted by the Company at
this time, including among others, the future market price of the Common Stock.
EXPERTS
The consolidated financial statements of the Company as of December 31,
1995, 1996 and 1997, and for the years then ended included in the Company's
Annual Report on Form 10-KSB for the year ended December 31, 1997, which are
incorporated herein by reference, have been incorporated herein in reliance upon
the report of Coopers & Lybrand L.L.P., independent accountants, upon the
authority of said firm as experts in accounting and auditing. Such report
includes an explanatory paragraph regarding the Company's ability to continue as
a going concern.
LEGAL MATTERS
The legality of the Common Stock offered hereby will be passed upon for
the Company by Palmarella & Sweeney, P.C., 993 Old Eagle School Road, Suite 415,
Wayne, PA 19087.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission") and with the National
Association of Securities Dealers, Inc. (the "NASD"). Reports and other
information filed by the Company with the Commission can be
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inspected and copied at the Commission's public reference facilities, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, as well as at the Commission's
regional offices located at 7 World Trade Center, New York, New York 10007 and
Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material may be obtained from the Public Reference Section
of the Commission at prescribed rates. The Commission maintains an Internet web
site that contains reports, proxy and information statements, and other
information regarding issuers that is located at: http://www.sec.gov. In
addition, reports and other information concerning the Company also may be
inspected at the offices of the NASD, 1735 K Street, N.W., Washington, D.C.
20006.
The Company has filed with the Commission a Registration Statement under
the Securities Act, with respect to the shares of Common Stock offered hereby.
As permitted by the rules and regulations of the Commission, this Prospectus
omits certain information set forth in the Registration Statement. The omitted
information may be inspected without charge at the offices of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, and copies of such information
may be obtained upon payment of the fees prescribed by the Commission. For
further information pertaining to the shares of Common Stock offered hereby,
reference is made to the Registration Statement, including the exhibits and
schedules filed as a part thereof.
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