SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 8-K
CURRENT REPORT
___________________
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
___________________
Date of Report (Date of earliest event reported): October 25, 1996
___________________
MAGELLAN TECHNOLOGY, INC.
------------------------------
(Exact name of registrant as specified in its charter)
Utah 0-18271 87-0284979
---------------- --------------------- ------------------
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
990 West Atherton Drive, Suite 205
Salt Lake City, Utah 84123
------------------------------------------------------------
(Address of principal executive offices, including zip code)
(801) 262-1792
----------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
Item 2. Acquisition of SkyHook Technologies, Inc.
On October 25, 1996, the Registrant completed a share exchange and
related transactions (collectively, the "Share Exchange") pursuant to an
Agreement and Plan of Share Exchange among the Registrant, SkyHook
Technologies, Inc. ("SkyHook"), and the holders of all of the capital stock
of SkyHook (the "SkyHook Stockholders").
The Share Exchange, consummated on October 25, 1996, included the
following actions and transactions:
(a) The Registrant acquired all of the issued and outstanding shares
of the capital stock of SkyHook in exchange for the issuance by the Registrant
of an aggregate of 5,673,336 shares of the common stock, par value $0.0001 per
share, representing 40% of the Registrant's outstanding common stock ("Common
Stock"), to the SkyHook Stockholders; and
(b) The Registrant substituted options to purchase shares of Common
Stock pursuant to the Registrant's Option Plan for outstanding options to
purchase shares of the common stock, no par value, of SkyHook.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
The Financial Statements of SkyHook required pursuant to this Item
7(a) are filed as part of this Report as pages F-1 through F-9.
(b) Pro forma financial information.
The pro forma financial information of the Registrant and SkyHook
required pursuant to this Item 7(b) are filed as part of this Report as pages
F-10 through F-14.
(c) Exhibits.
The following exhibits are included herein:
Reg S-K
Exhibit No. Description Exhibit No.
------------ ------------------------------------- ---------------
4 Articles of Share Exchange (including 1
Plan of Share Exchange)
1
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
MAGELLAN TECHNOLOGY, INC.
/s/ Darwin D. Millet
---------------------------
Darwin D. Millet, President
Date: November 8, 1996
2
<PAGE>
SKYHOOK TECHNOLOGIES, INC.
FINANCIAL STATEMENTS
From February 6, 1995 (Date of Inception)
to December 31, 1995
F-1
<PAGE>
TABLE OF CONTENTS
Page
----
INDEPENDENT AUDITOR'S REPORT 1
FINANCIAL STATEMENTS:
Balance Sheet 2
Statement of Income 3
Statement of Stockholders' Equity 4
Statement of Cash Flows 5
Notes to Financial Statements 6
F-2
<PAGE>
Independent Auditor's Report
To the Board of Directors
Skyhook Technologies, Inc.
We have audited the accompanying balance sheet of Skyhook Technologies,
Inc. as of December 31, 1995 and the related statements of income,
stockholders' equity, and cash flows from February 6, 1995 (date of
inception) to December 31, 1995. 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 audit.
We conducted our audit in accordance with generally accepted auditing
standards. 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 audit
provides 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 Skyhook Technologies,
Inc. as of December 31, 1995, and the results of its operations and its
cash flows from February 6, 1995 to December 31, 1995 in conformity with
generally accepted accounting principles.
Squire & Co.
May 23, 1996
F-3
<PAGE>
SKYHOOK TECHNOLOGIES, INC.
BALANCE SHEET
December 31, 1995
ASSETS
Current Assets:
Cash $ 9,509
Employee advances 1,060
------------
Total current assets 10,569
Equipment, net of accumulated depreciation 449
------------
Total assets $ 11,018
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 3,658
Accrued payroll 6,825
------------
Total current liabilities 10,483
Long-Term Liabilities:
Notes payable 43,400
Stockholders' Equity:
Common stock, 10,000,000 shares authorized,
1,241,000 issued and outstanding,
no par value 125,000
Retained deficit (167,865)
------------
Total stockholders' equity (42,865)
------------
Total liabilities and
stockholders' equity $ 11,018
============
The accompanying notes are an integral part of these statements.
F-4
<PAGE>
SKYHOOK TECHNOLOGIES, INC.
STATEMENT OF INCOME
From February 6, 1995 (Date of Inception) to December 31, 1995
Revenue $ 483
Operating Expenses:
Salaries and wages 69,295
Payroll taxes 6,324
Product materials 968
Other product expense 9,182
Contracted services 7,102
Utilities and telephone 1,841
Legal and professiona l6,076
Payroll service expense 1,084
Employee benefits 2,703
Office supplies and expense 2,102
Consulting fees 9,716
Dues and subscriptions 182
Insurance 1,127
Travel 12,207
Marketing 20,097
Research and development 13,073
Rent 80
Depreciation expense 72
Miscellaneous 1,717
------------
Total operating expenses 164,948
------------
Loss From Operations (164,465)
Other Income (Expenses):
Interest expense (3,400)
------------
Net Loss $ (167,865)
============
The accompanying notes are an integral part of these statements.
F-5
<PAGE>
SKYHOOK TECHNOLOGIES, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
From February 6, 1995 (Date of Inception) to December 31, 1995
Common Stock Retained
Shares Amount Deficit Total
--------- --------- --------- ---------
Issuance of stock 1,241,000 $ 125,000 $ - $ 125,000
Net Loss (167,865) (167,865)
--------- --------- --------- ---------
Balance at December 31, 1995 1,241,000 $ 125,000 $(167,865) $ (42,865)
========= ========= ========= =========
The accompanying notes are an integral part of these statements.
F-6
<PAGE>
SKYHOOK TECHNOLOGIES, INC.
STATEMENT OF CASH FLOWS
From February 6, 1995 (Date of Inception) to December 31, 1995
Cash Flows from Operating Activities:
Net Loss $ (167,865)
Adjustments to reconcile net income
to net cash used by operating activities:
Depreciation 72
Changes in assets and liabilities:
Increase in employee advances (1,060)
Increase in accounts payable 3,658
Increase in accrued interest payable 3,400
Increase in accrued payroll 6,825
------------
Total adjustments 12,895
------------
Net cash used by operating activities (154,970)
Cash Flows from Investing Activities:
Purchase of fixed assets (521)
------------
Net cash used by investing activities (521)
Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt 40,000
Proceeds from issuance of common stock 125,000
------------
Net cash provided by financing activities 165,000
------------
Net Increase in Cash 9,509
Cash at February 6, 1995 -
------------
Cash at December 31, 1995 $ 9,509
============
The accompanying notes are an integral part of these statements.
F-7
<PAGE>
SKYHOOK TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
The summary of significant accounting policies of Skyhook
Technologies, Inc. (the Company) is presented to assist in
understanding the Company's financial statements. The financial
statements and notes are representations of the Company's
management which is responsible for their integrity and
objectivity. These accounting policies conform to generally
accepted accounting principles and have been consistently applied
in the preparation of the financial statements.
Business Activity - The Company was incorporated February 6, 1995
for the purpose of, but not limited to, the design, manufacture
and marketing of helicopter cargo transport equipment and other
mechanical and electronic products. The Company's books are
maintained on the accrual method of accounting.
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.
Depreciation - Provisions for depreciation of fixed assets is
computed on the straight line method. Depreciation is based upon
the useful lives of individual units or classes of property as
follows:
Equipment 5 years
Maintenance, repairs, and renewals which neither materially add to
the values of the property nor appreciably prolong its life are
charged to expense as incurred. Gains and losses from
dispositions of fixed assets are reflected in income.
Supplemental Cash Flow Information - The Company considers cash on
hand and demand deposits in banks as cash for the purposes of the
Statement of Cash Flows.
From February 6, 1995 to December 31, 1995 the Company did not
expend cash for interest or income taxes.
F-8
<PAGE>
SKYHOOK TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
Note 2. Notes Payable
Notes payable at December 31, 1995 consist of the following:
Note payable to an individual, due on
December 31, 1997 in the amount of $25,000,
imputed interest of 15.42% compounded monthly,
unsecured $ 15,000
Note payable to an individual, convertible at face
value to common stock at $.10 per share, interest
at 12%, due on demand, unsecured 25,000
-----------
Total notes payable 40,000
Accrued interest payable 3,400
-----------
Total long-term debt $ 43,400
===========
Maturities of long-term debt are as follows: $0 in 1996, $18,400
in 1997, $0 in 1998, $0 in 1999, $0 in 2000, and $25,000
thereafter.
Note 3. Income Taxes
The Company incurred an operating loss from February 6, 1995 (date
of inception) to December 31, 1995 of $167,865, which is available
to be carried forward through to the year ending December 31, 2010
to offset future taxable income. Because the Company is still in
its startup stage and the likelihood of realizing a tax benefit
from the operating loss carry forward is unknown, no deferred tax
benefit has been recognized.
Note 4. Subsequent Events
Subsequent to December 31, 1995, the Company issued 425,667 shares
of common stock for $625,000. These transactions include the
exercising of the convertible option on the note payable described
in Note 2.
Note 5. Related Party Transactions
The Company borrowed $25,000 from a stockholder during the period
from February 6, 1995 to December 31, 1995, as described in Note 2.
F-9
MAGELLAN TECHNOLOGY, INC.
Pro Forma Condensed Combined Financial Statements
(Unaudited)
The following unaudited condensed pro forma combined balance sheet at
September 30, 1996 and the pro forma combined statements of operations for the
year ended December 31, 1995 and the nine months ended September 30, 1996 of
Magellan Technology, Inc. (Magellan) and SkyHook Technologies, Inc. (SkyHook),
respectively, assumes the acquisition of SkyHook by Magellan. It combines the
historical balance sheets of SkyHook and Magellan. The business combination
has been accounted for as a purchase of SkyHook giving effect to the
acquisition of the outstanding common shares of SkyHook. The unaudited
condensed pro forma combined balance sheet should be read in conjunction with
the historical financial statements and related notes.
The following unaudited condensed pro forma combined statements of
operations for the year ended December 31, 1995 and nine months ended
September 30, 1996 for Magellan and SkyHook, respectively, assumes the
acquisition of SkyHook by Magellan as of the beginning of the year and nine
months, respectively.
The pro forma results of operations are not necessarily indicative of
the results of operations that would actually have been obtained if the
transactions had occurred as of the beginning of the year and nine month
periods. These statements should be read in conjunction with the historical
financial statements and related notes.
F-10
<PAGE>
CONSOLIDATED MAGELLAN TECHNOLOGY, INC.
Pro Forma Condensed Combined Balance Sheet (Unaudited)
September 30, 1996
<TABLE>
<S> <C> <C> <C> <C> <C>
Magellan SkyHook Pro Forma
Technology Technologies --------------------------
Inc. Inc. Total Adjustments Combined
---------- -------- --------- ------- ---------
Current assets $ 9,036 267,277 276,313 - 276,313
Investment in SIS, LLC 1,544,648 - 1,544,648 - 1,544,648
Investment in SkyHook
Technologies, Inc. 38,862 - 38,862 (38,862)(2)(3) -
Property, plant and equipment, net - 59,699 59,699 - 59,699
---------- -------- --------- ------- ---------
Total assets $1,592,546 326,976 1,919,522 (38,862) 1,880,660
========== ======== ========= ======= =========
Current liabilities $ 6,290 110,408 116,698 - 116,698
Other long-term liabilities 150,000 87,028 237,028 335,300(1) 572,328
---------- -------- --------- ------- ---------
Total liabilities 156,290 197,436 353,726 335,300 689,026
---------- -------- --------- ------- ---------
Common stock:
Magellan Technology, Inc. 346,729 - 346,729 1,135 (2) 347,864
SkyHook Technologies, Inc. - 901,000 901,000 (901,000)(3) -
Additional paid-in capital 1,552,256 - 1,552,256 2,097,999 (2) 3,650,255
771,460 (3)
Accumulated deficit (462,729) (771,460) (1,234,189) (2,343,756)(2) (2,806,485)
---------- -------- --------- ------- ---------
Total stockholders' equity 1,436,256 129,540 1,565,796 (374,162) 1,191,634
---------- -------- --------- ------- ---------
Total liabilities and
stockholders' equity $1,592,546 326,976 1,919,522 (38,862) 1,880,660
========== ======== ========= ======= =========
</TABLE>
F-11
<PAGE>
CONSOLIDATED MAGELLAN TECHNOLOGY, INC.
Pro Forma Condensed Combined Statement of Operations (Unaudited)
Nine Months Ended September 30, 1996
<TABLE>
<S> <C> <C> <C> <C> <C>
Magellan SkyHook Pro Forma
Technology Technologies -------------------------
Incorporated Incorporated Total Adjustments Combined
---------- -------- --------- ------- ---------
Sales $1,150,046 - 1,150,046 - 1,150,046
Costs and expenses:
Operating 742,759 - 742,759 - 742,759
Selling, general & administrative 262,049 338,645 600,694 - 600,694
Research and development - 253,745 253,745 - 253,745
Depreciation and amortization 138,029 - 138,029 - 138,029
---------- -------- --------- ------- ---------
Income (loss) from operations 7,209 (592,390) (585,181) - (585,181)
Other income (expense):
Earnings from investment in SIS, LLC 5,054 - 5,054 - 5,054
Purchased in-process
research and development (596,138) - (596,138) (2,343,756)(2) (2,939,894)
Interest expense (34,060) - (34,060) - (34,060)
Other 29,602 (4,918) 24,684 - 24,684
---------- -------- --------- ------- ---------
Net loss $ (588,333) (597,308) (1,185,641) (2,343,756) (3,529,397)
========== ======== ========== ========== ==========
Net loss per share $(.08) (.27)
========== =========
Weighted average number of common
shares outstanding 7,636,000 13,309,000
========== ==========
</TABLE>
F-12
<PAGE>
CONSOLIDATED MAGELLAN TECHNOLOGY, INC.
Pro Forma Condensed Combined Statement of Operations (Unaudited)
Year Ended December 31, 1995
<TABLE>
<S> <C> <C> <C> <C> <C>
Magellan SkyHook Pro Forma
Technology Technologies -------------------------
Incorporated Incorporated Total Adjustments Combined
---------- ------------ --------- ----------- ---------
Sales $1,560,284 483 1,560,767 - 1,560,767
Costs and expenses:
Cost of sales 1,039,380 - 1,039,380 - 1,039,380
Selling, general & administrative 392,454 151,803 544,257 - 544,257
Research and development 5,907 13,073 18,980 - 18,980
Depreciation and amortization 123,499 72 123,571 - 123,571
---------- -------- --------- ------- ---------
Loss from operations (956) (164,465) (165,421) - (165,421)
Other income (expense):
Extraordinary item-forgiveness
of debt 68,811 - 68,811 - 68,811
Purchased in-process
research and development - - - (2,939,894)(2) (2,939,894)
Interest expense (51,600) (3,400) (55,000) - (55,000)
Other (10,112) - (10,112) - (10,112)
---------- -------- --------- ------- ---------
Net income (loss) $ 6,143 (167,865) (161,722) (2,939,894) (3,101,616)
========== ======== ======== ========== ==========
Net income (loss) per share $.00 (.27)
========== =========
Weighted average number of common
shares outstanding 5,709,000 11,388,000
========== ==========
</TABLE>
F-13
<PAGE>
MAGELLAN TECHNOLOGY, INC.
Notes to Pro Forma Condensed Combined Financial Statements
(Unaudited)
Year Ended December 31, 1995 and Nine Months Ended September 30, 1996
Pro Forma Adjustments
(1) Reflects a loan entered into in October 1996 by Magellan and a purchase
of shares of SkyHook with the proceeds from the loan.
(2) Magellan issued common stock and $335,300 cash to acquire the remaining
common stock of SkyHook. The Magellan common stock was issued to the
existing SkyHook shareholders on a 4 shares of Magellan for every 1
share of SkyHook held. The difference between the value of the Magellan
common stock plus the cash, and the fair market value of SkyHook assets
at the acquisition date ($2,343,756) was charged to purchased in-process
research and development.
(3) Reflects the elimination of the investment in SkyHook with the SkyHook
equity to complete the consolidation.
F-14
<PAGE>
AFTER FILING RETURN TO:
Richard G. Brown, Esq.
KIMBALL, PARR, WADDOUPS, BROWN & GEE
185 South State Street, Suite 1300
Salt Lake City, Utah 84111
Telephone: (801) 532-7840
ARTICLES OF SHARE EXCHANGE
OF
MAGELLAN TECHNOLOGY, INC.
AND
SKYHOOK TECHNOLOGIES, INC.
PURSUANT TO THE PROVISIONS of Section 16 10a 1105 of the Utah Revised
Business Corporation Act (the "Utah Act"), the undersigned corporations hereby
adopt the following Articles of Share Exchange for the purpose of effecting
the acquisition by Magellan Technology, Inc., a Utah corporation (the
"Acquiring Corporation"), of all the capital stock of SkyHook Technologies,
Inc., a Utah corporation ("the Acquired Corporation"), solely in exchange for
shares of the voting common stock of the Acquiring Corporation:
FIRST: Attached hereto as Exhibit A, and incorporated herein by this
reference, is the Plan of Share Exchange (the "Plan") dated as of October 15,
1996, which was adopted by the Boards of Directors of the Acquiring
Corporation and the Acquired Corporation and executed by the Acquiring
Corporation and the Acquired Corporation.
SECOND: The number of outstanding shares of the common stock of the
Acquired Corporation is 2,065,001. All outstanding shares of the Acquired
Corporation were entitled to vote on the Plan. No other class of shares is
authorized or outstanding for the Acquired Corporation.
THIRD: Pursuant to Section 16 10a 704 of the Utah Revised Business
Corporation Act, the shareholders of the Acquired Corporation (the "SkyHook
Shareholders") approved the Plan by unanimous written consent effective as of
October 15, 1996. No approval of the shareholders of the Acquiring
Corporation was required.
EXECUTED this 25 day of October, 1996.
"Acquiring Corporation"
MAGELLAN TECHNOLOGY, INC.
/s/ Darwin D. Millet
---------------------------
Darwin D. Millet, President
ATTEST:
/s/ Lynn R. Wall
- -----------------------
Lynn R. Wall, Secretary
<PAGE>
"Acquired Corporation"
SKYHOOK TECHNOLOGIES, INC.
/s/ Donald P. Cox
------------------------
Donald P. Cox, President
ATTEST:
/s/ Reginald Hughes
- -----------------------------
Reginald L. Hughes, Secretary
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
This instrument was acknowledged before me on October 15, 1996, by
Darwin D. Millet as President of Magellan Technology, Inc., a Utah
corporation.
/s/ Richard G. Brown
---------------------------
NOTARY PUBLIC
My Commission expires: Residing in:
September 14, 1999 Salt Lake City, Utah
- ---------------------- ---------------------------
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
This instrument was acknowledged before me on October 21, 1996, by
Lynn R. Wall as Secretary of Magellan Technology, Inc., a Utah corporation.
/s/ Rosalie C. Gledhill
---------------------------
NOTARY PUBLIC
My Commission expires: Residing in:
April 6, 1997 Salt Lake City, Utah
- ---------------------- ---------------------------
2
<PAGE>
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
This instrument was acknowledged before me on October 15, 1996, by
Donald P. Cox as President of SkyHook Technologies, Inc., a Utah corporation.
/s/ Richard G. Brown
---------------------------
NOTARY PUBLIC
My Commission expires: Residing in:
September 14, 1999 Salt Lake City, Utah
- ---------------------- ---------------------------
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
This instrument was acknowledged before me on October 15, 1996, by
Reginald L. Hughes as Secretary of SkyHook Technologies, Inc., a Utah
corporation.
/s/ Richard G. Brown
---------------------------
NOTARY PUBLIC
My Commission expires: Residing in:
September 14, 1999 Salt Lake City, Utah
- ---------------------- ---------------------------
3
<PAGE>
Exhibit A
PLAN OF SHARE EXCHANGE
OF
MAGELLAN TECHNOLOGY, INC.
AND
SKYHOOK TECHNOLOGIES, INC.
THIS PLAN OF SHARE EXCHANGE (the "Plan") dated as of October 15, 1996,
is entered into by and between Magellan Technology, Inc., a Utah corporation
("Magellan") and SkyHook Technologies, Inc., a Utah corporation ("SkyHook").
W I T N E S S E T H :
A. WHEREAS, Magellan, SkyHook and the holders of all of the issued and
outstanding shares of the capital stock of SkyHook (the "SkyHook
Shareholders") entered into an Agreement and Plan of Share Exchange dated as
of October 15, 1996 (the "Agreement"), pursuant to which this Plan is
executed;
B. WHEREAS, the Boards of Directors of Magellan and SkyHook have
approved this Plan whereby Magellan shall acquire, solely for the voting stock
of Magellan, all of the issued and outstanding capital stock of Magellan; and
C. WHEREAS, the SkyHook Shareholders have approved the Plan by
unanimous written consent, pursuant to Section 16 10a 704 of the Utah Revised
Business Corporation Act.
A G R E E M E N T :
NOW, THEREFORE, in order to consummate such Plan, and in consideration
of the mutual covenants herein set forth, the parties agree as follows:
1. Share Exchange. At and on the "Effective Time," as set forth in
Section 2 below, Magellan, in exchange solely for voting shares of the common
stock, $0.0001 par value per share, of Magellan (the "Magellan Common Stock"),
will acquire all of the issued and outstanding shares of the common stock, no
par value per share, of SkyHook (the "SkyHook Common Stock") (such acquisition
and related transactions are sometimes hereinafter referred to as the "Share
Exchange").
2. Effective Time. The effective time (the "Effective Time") of the
Share Exchange shall be the time and date appropriate Articles of Share
Exchange are filed pursuant to Utah law.
<PAGE>
3. Terms and Conditions of Share Exchange. At the Effective Time:
(a) Magellan shall issue 5,673,336 shares of Magellan Common
Stock to the SkyHook Shareholders in exchange for all of the issued and
outstanding shares of SkyHook Common Stock (the shares of SkyHook Common Stock
held by Magellan prior to the Share Exchange will be cancelled), all in
accordance with the exchange ratios set forth in the Exchange Agreement; and
(b) Magellan shall substitute options to purchase shares of
Magellan Common Stock pursuant to the Magellan Option Plan for all outstanding
stock options to purchase shares of SkyHook Common Stock adjusted in
accordance with the exchange ratios set forth in the Exchange Agreement.
4. Execution. This Plan may be executed in any number of
counterparts, each of which shall be deemed an original and all of such
counterparts shall constitute one and the same instrument.
IN WITNESS WHEREOF, Magellan and SkyHook have each executed this Plan as
of the date set forth above.
"Magellan"
MAGELLAN TECHNOLOGY, INC.
/s/ Darwin D. Millet
---------------------------
Darwin D. Millet, President
"SkyHook"
SKYHOOK TECHNOLOGIES, INC.
/s/ Donald P. Cox
---------------------------
Donald P. Cox, President
2
<PAGE>
