<PAGE> 1
As filed with the Securities and Exchange Commission on February 1, 2000
REGISTRATION NO. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CYRK, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 04-3081657
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
3 Pond Road
Gloucester, MA 01930
(Address of Principal Executive Offices) (Zip Code)
1993 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
PATRICIA J. LANDGREN, ESQ.
GENERAL COUNSEL
3 POND ROAD
GLOUCESTER, MA 01930
(Name and address of agent for service)
(978) 283-5800
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) PRICE PER SHARE (2) OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock 300,000 $9.9375 $2,981,250 $787.05
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
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<PAGE> 2
(1) Plus such additional number of shares as may be required pursuant to the
plan in the event of a stock dividend, stock split, recapitalization or
other similar change in the common stock.
(2) This estimate is made pursuant to Rule 457(h)(1) under the Securities Act
of 1933, as amended, solely for the purposes of determining the
registration fee and is based upon average of the high and low prices of
the common stock as reported on the Nasdaq National Market on January 31,
2000.
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<PAGE> 3
EXPLANATORY NOTE
This Registration Statement has been prepared in accordance with the
requirements of Form S-8, as amended, and relates to an additional 300,000
shares of Cyrk's common stock which represents an increase of shares reserved
for issuance under our 1993 Employee Stock Purchase Plan approved by the Board
of Directors and subsequently approved by our stockholders on November 10, 1999.
Cyrk previously filed with the Securities and Exchange Commission a Registration
Statement on Form S-8 (File No. 33-75194) on February 14, 1994 covering 150,000
shares then reserved for issuance under the Plan and also filed a Registration
Statement on form S-8 (File No. 333-45655) on February 5, 1998 covering an
additional 150,000 shares then reserved for issuance under the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Securities and Exchange Commission, or the SEC, allows us to "incorporate by
reference" the information we file with them, which means:
* that we can disclose important information to you by referring you to
those documents;
* the information incorporated by reference is considered to be part of
this registration statement; and
* the information that we file later with the SEC will automatically
update and supersede previously filed information, including
information contained in this document.
We incorporate by reference in this Registration Statement the following
documents which were filed with the SEC under the Securities Exchange Act of
1934:
* Cyrk's 1998 Annual Report on Form 10-K for the year ended December 31,
1998, as amended by Cyrk's Form 10K/A filed on April 29, 1999 and Form
10K/A filed on May 7, 1999.
* Cyrk's Quarterly Report on Form 10-Q for the quarter ended March 31,
1999;
* Cyrk's Quarterly Report on Form 10-Q for the quarter ended June 30,
1999;
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<PAGE> 4
* Cyrk's Quarterly Report on form 10-Q for the quarter ended September
30, 1999;
* Cyrk's Reports on Form 8-K filed on January 21, 1999 and September 3,
1999;
* Cyrk's Proxy Statement for its Special Meeting in lieu of Annual
Meeting of Stockholders filed on October 12, 1999;
* The description of Cyrk's common stock incorporated by reference into
Cyrk's registration statement on Form 8-A filed with the SEC on June
4, 1993 from Cyrk's registration statement on Form S-1 (SEC File No.
33-63118) initially filed with the SEC on May 20, 1993.
In addition, all documents filed by Cyrk after the initial filing date of this
registration statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 and prior to the filing of a post-effective
amendment which indicates that all shares registered hereunder have been sold or
which de-registers all shares then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.
You should rely only on information contained or incorporated by reference in
this registration statement or its related prospectus. We have not authorized
any other person to provide you with different information. If anyone provides
you with different or inconsistent information, you should not rely on it. We
are not making an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted.
You may request free copies of these filings by writing or telephoning us at the
following address:
Cyrk, Inc.
3 Pond Road
Gloucester, Massachusetts 01930
Attn: Patricia J. Landgren, Esq.
Tel: (978) 283-5800
e-mail: [email protected]
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
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<PAGE> 5
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the shares of common stock offered hereby has been passed upon
for Cyrk by Choate, Hall & Stewart, 53 State Street, Exchange Place, Boston,
Massachusetts 02109. Cameron Read is the Assistant Secretary of Cyrk and a
partner at Choate, Hall & Stewart, and Choate, Hall & Stewart provides
significant legal services to Cyrk.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 145 of the General Corporation Law of the State of Delaware provides
that a corporation may indemnify a director, officer, employee or agent against
expenses (including attorneys' fees), judgments, fines and for amounts paid in
settlement in respect of or in successful defense of any action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.
Article VIII of Cyrk's Restated Certificate of Incorporation provides that no
director of Cyrk shall be personally liable to Cyrk or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (1) for any breach of the director's duty of loyalty to Cyrk or its
stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) under Section 174 of
the Delaware General Corporation Law, or (4) for any transaction from which the
director derived an improper personal benefit. Article VIII further provides
that a director's personal liability shall be eliminated or limited in the
future to the fullest extent permitted from time to time by the Delaware General
Corporation Law.
Article IX of Cyrk's Restated Certificate of Incorporation provides that Cyrk
shall, to the fullest extent permitted from time to time under the Delaware
General Corporation Law, indemnify each of its directors and officers against
all expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in respect of any action, suit or proceeding in which such director
or officer may be involved or with which he may be threatened, while in office
or thereafter, by reason of his or her actions or omissions in connection with
services rendered directly or indirectly to Cyrk during his or her term of
office, such indemnification to include prompt payment of expenses in advance of
the final disposition of any such action, suit or proceeding.
In addition, Cyrk has entered into Indemnification Agreements with certain of
its directors which provide indemnification rights for them similar to those
provided under Articles VIII and IX of Cyrk's Restated Certificate of
Incorporation. Cyrk also maintains insurance policies which insure our directors
and officers against certain liabilities which they may incur in their capacity
as such.
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<PAGE> 6
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
5.1 Opinion of Choate, Hall & Stewart as to the validity of the shares being
registered.
10.1 Cyrk's 1993 Employee Stock Purchase Plan, as amended.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Choate, Hall & Stewart (included in Exhibit 5.1).
24.1 Power of Attorney (part of signature page).
ITEM 9. UNDERTAKINGS
(a) Cyrk hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), each
such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) Cyrk hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of Cyrk's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange of 1934,
as amended, that is
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<PAGE> 7
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of Cyrk pursuant to the foregoing provisions, or otherwise,
Cyrk has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by Cyrk of expenses incurred or paid by a director, officer or
controlling person of Cyrk in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
Cyrk will, unless in the opinion of counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Gloucester, The Commonwealth of Massachusetts, on
February 1, 2000.
CYRK, INC.
/s/ Patrick D. Brady
By _______________________________________
Patrick D. Brady, Co-Chief Executive
Officer and Co-President
We the undersigned directors of Cyrk, Inc. do hereby severally constitute and
appoint Patrick D. Brady, Dominic F. Mammola and Patricia J. Landgren, and each
of them singly, his true and lawful attorneys-in-fact and agents with full
powers of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
NAME TITLE/CAPACITY DATE
/s/ Ronald W. Burkle
______________________ Chairman February 1, 2000
Ronald W. Burkle
/s/ Joseph Bartlett
______________________ Director February 1, 2000
Joseph Bartlett
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/s/ Patrick D. Brady
______________________ Director, Co-Chief February 1, 2000
Patrick D. Brady Executive Officer &
Co-President
/s/ Allan I. Brown
______________________ Director, Co-Chief February 1, 2000
Allan I. Brown Executive Officer &
Co-President
/s/ J. Anthony Kouba
______________________ Director February 1, 2000
J. Anthony Kouba
/s/ George Golleher
______________________ Director February 1, 2000
George Golleher
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<PAGE> 10
INDEX TO EXHIBITS
EXHIBIT NUMBER
5.1 Opinion of Choate, Hall & Stewart as to the legality of the
shares being registered.
10.1 Cyrk's 1993 Employee Stock Purchase Plan, as amended.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Choate, Hall & Stewart (included in Exhibit 5.1).
24.1 Power of Attorney (part of signature page).
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<PAGE> 1
EXHIBIT 5.1
CHOATE, HALL & STEWART
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
EXCHANGE PLACE
53 STATE STREET
BOSTON, MASSACHUSETTS 02109-2891
TELEPHONE (617)248-5000
FACSIMILE (617) 248-4000
TELEX 49615860
February 1 , 2000
Cyrk, Inc.
3 Pond Road
Gloucester, Massachusetts 01930
Ladies and Gentlemen:
This opinion is delivered to you in connection with the registration statement
on Form S-8 (the "REGISTRATION STATEMENT") to be filed on or about February 1,
2000 by Cyrk, Inc. (the "COMPANY") under the Securities Act of 1933, as amended
(the "SECURITIES ACT"), for registration under the Securities Act of 300,000
shares of common stock, $.01 par value per share (the "COMMON STOCK"), of the
Company to be issued by the Company from time to time under its 1993 Employee
Stock Purchase Plan (the "PLAN").
We are familiar with the Company's Restated Certificate of Incorporation, its
Amended and Restated By-Laws, the records of its corporate proceedings and the
Plan. We have also examined such other documents, records and certificates and
made such further investigation as we have deemed necessary for the purposes of
this opinion.
Based upon and subject to the foregoing, we are of the opinion that the shares
of Common Stock to be sold by the Company under the Plan, as in effect on the
date hereof, when issued against receipt of the agreed purchase price therefor
in accordance with the terms of the Plan will be legally issued, fully paid and
nonassessable.
We understand that this opinion is to be used in connection with the
Registration Statement and consent to the filing of this opinion as an exhibit
to the Registration Statement. We further consent to the reference to this firm
in the section entitled "Interests of Named Experts and Counsel" in the
Registration Statement.
Very truly yours,
CHOATE, HALL & STEWART
<PAGE> 1
CYRK, INC.
1993 EMPLOYEE STOCK PURCHASE PLAN
Effective as of May 10, 1993, as amended as of May 8, 1997,
as further amended as of November 10, 1999.
l. PURPOSE. The purpose of this Employee Stock Purchase Plan (the "PLAN") is
to provide employees of Cyrk, Inc., a Delaware corporation (formerly, Cyrk
International, Inc., and, hereinafter, the "COMPANY"), and its
subsidiaries, who wish to become stockholders of the Company an opportunity
to purchase Common Stock of the Company (the "SHARES"). The Plan is
intended to qualify as an "employee stock purchase plan" within the meaning
of Section 423 of the Internal Revenue Code of 1986, as amended (the
"CODE").
2. ELIGIBLE EMPLOYEES. Subject to provisions of Sections 7, 8 and 9 below, any
individual who is in the full-time employment (as defined below) of the
Company, or any of its subsidiaries (as defined in Section 424(f) of the
Code) the employees of which are designated by the Board of Directors as
eligible to participate in the Plan, is eligible to participate in any
Offering of Shares (as defined in Section 3 below) made by the Company
hereunder. Full-time employment shall include all employees whose customary
employment is:
(a) in excess of 20 hours per week; and
(b) more than five months in the relevant calendar year.
3. OFFERING DATES. From time to time the Company, by action of the Board of
Directors, will grant rights to purchase Shares to employees eligible to
participate in the Plan pursuant to one or more offerings (each of which is
an "OFFERING") on a date or series of dates (each of which is an "OFFERING
DATE") designated for this purpose by the Board of Directors.
4. PRICES. The Price per share for each grant of rights hereunder shall be the
lesser of:
(a) eighty-five percent (85%) of the fair market value of a Share on the
Offering Date on which such right was granted; or
(b) eighty-five percent (85%) of the fair market value of a Share on the
date such right is exercised. At its discretion, the Board of
Directors may determine a higher price for a grant of rights.
<PAGE> 2
For purposes of this Plan, the term "fair market value" on any date
means (i) the average (on that date) of the high and low prices of the
Company's Common Stock on the principal national securities exchange
on which the Common Stock is traded, if the Common Stock is then
traded on a national securities exchange; or (ii) the last reported
sale price (on that date) of the Common Stock on the NASDAQ National
Market List, if the Common Stock is not then traded on a national
securities exchange; or (iii) the average of the closing bid and asked
prices last quoted (on that date) by an established quotation service
for over-the-counter securities, if the Common Sock is not reported on
the NASDAQ National Market List. If the Company's Common Stock is not
publicly traded at the time right is granted under this Plan, "fair
market value" shall mean the fair market value of the Common Stock as
determined by the Administrator after taking into consideration all
factors which it deems appropriate, including, without limitation,
recent sale and offer prices of the Common Stock in private
transactions negotiated at arm's length.
5. EXERCISE OF RIGHTS AND METHOD OF PAYMENT.
(a) Rights granted under the Plan will be exercisable periodically on
specified dates as determined by the Board of Directors.
(b) The method of payment for Shares purchased upon exercise or rights
granted hereunder shall be through regular payroll deductions or by
lump sum cash payment, or both, as determined by the Board of
Directors. No interest shall be paid upon payroll deductions unless
specifically provided for by the Board of Directors.
(c) Any payments received by the Company from a participating employee and
not utilized for the purchase of Shares upon exercise of a right
granted hereunder shall be promptly returned to such employee by the
Company after termination of the right to which the payment relates.
6. TERM OF RIGHTS. Rights granted on any Offering Date shall be exercisable
upon the expiration of such period ("OFFERING PERIOD") as shall be
determined by the Board of Directors when it authorizes the Offering,
provided that such Offering Period shall in no event be longer than
twenty-seven (27) months.
7. SHARES SUBJECT TO THE PLAN. No more than 600,000 Shares may be sold
pursuant to rights granted under the Plan; PROVIDED, HOWEVER, that
appropriate adjustment shall be made in such number, in the number of
Shares covered by outstanding rights granted hereunder, in the exercise
price of the rights and in the maximum number of Shares which an employee
may purchase (pursuant to Section 9 below) to give effect to any mergers,
consolidations, reorganizations, recapitalizations, stock splits, stock
dividends or other relevant changes in the capitalization of the Company
occurring after the effective date of the Plan, provided that no fractional
Shares shall be subject to a right and each right shall be adjusted
downward to the nearest full Share. Any agreement of merger or
consolidation will include provisions for
2
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protection of the then existing rights of participating employees under the
Plan. Either authorized and unissued Shares or issued Shares heretofore or
hereafter reacquired by the Company may be made subject to rights under the
Plan. If for any reason any right under the Plan terminates in whole or in
part, Shares subject to such terminated right may again be subjected to a
right under the Plan.
8. LIMITATIONS ON GRANTS.
(a) No employee shall be granted a right hereunder if such employee,
immediately after the right is granted, would own stock or rights to
purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company,
or of any subsidiary, computed in accordance with Sections 423(b)(3)
and 424(d) of the Code.
(b) No employee shall be granted a right which permits his right to
purchase shares under all employee stock purchase plans of the Company
and its subsidiaries to accrue at a rate which exceeds twenty-five
thousand dollars ($25,000) (or such other maximum as may be prescribed
from time to time by the Code) of the fair market value of such Shares
(determined at the time such right is granted) for each calendar year
in which such right is outstanding at any time in accordance with the
provisions of Section 423(b)(8) of the Code.
(c) No right granted to any participating employee under a single Offering
shall cover more shares than may be purchased at an exercise price
equal to 10% of the compensation payable to the employee during the
Offering not taking into consideration any changes in the employee's
rate of compensation after the date the employee elects to participate
in the Offering, or such other percentage as determined by the Board
of Directors from time to time.
9. LIMIT ON PARTICIPATION. Participation in an Offering shall be limited to
eligible employees who elect to participate in such Offering in the manner,
and within the time limitation, established by the Board of Directors when
it authorizes the offering.
10. CANCELLATION OF ELECTION TO PARTICIPATE. An employee who has elected to
participate in an Offering may, unless the employee has waived this
cancellation right at the time of such election in a manner established by
the Board of Directors, cancel such election as to all (but not part) of
the rights granted under such Offering by giving written notice of such
cancellation to the Company before the expiration of the Offering Period.
Any amounts paid by the employee for the Shares or withheld for the
purchase of Shares from the employee's compensation through payroll
deductions shall be paid to the employee, without interest, upon such
cancellation.
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<PAGE> 4
11. TERMINATION OF EMPLOYMENT. Upon termination of employment for any reason,
including the death of the employee, before the date on which any rights
granted under the Plan are exercisable, all such rights shall immediately
terminate and amounts paid by the employee for the Shares or withheld for
the purchase of Shares from the employee's compensation through payroll
deductions shall be paid to the employee or to the employee's estate,
without interest.
12. EMPLOYEE'S RIGHTS AS STOCKHOLDER. No participating employee shall have any
rights as a stockholder in the Shares covered by a right granted hereunder
until such rights has been exercised, full payment has been made for the
corresponding Shares and the Share certificate is actually issued.
13. RIGHTS NOT TRANSFERABLE. Rights under the Plan are not assignable or
transferable by a participating employee and are exercisable only by the
employee.
14. LIMITS ON SALE OF STOCK PURCHASED UNDER THE PLAN. The Plan is intended to
provide shares of Common Stock for investment and not for resale. The
Company does not, however, intend to restrict or influence any employee in
the conduct of his/her own affairs. An employee may, therefore, sell stock
purchased under the Plan at any time the employee chooses, subject to
compliance with any applicable Federal or state securities laws; provided,
however, that because of certain Federal tax requirements, each employee
agrees by entering the Plan, promptly to give the Company notice of any
such stock disposed of within two years after the date of grant of the
applicable right showing the number of such shares disposed of. THE
EMPLOYEE ASSUMES THE RISK OF ANY MARKET FLUCTUATIONS IN THE PRICE OF THE
STOCK.
15. AMENDMENTS TO OR DISCONTINUANCE OF THE PLAN. The Board of Directors may at
any time terminate or amend this Plan without notice and without further
action on the part of stockholders of the Company, provided:
(a) that no such termination or amendment shall adversely affect the then
existing rights of any participating employee;
(b) that any such amendment which:
(i) increases the number of Shares subject to the Plan (subject to
the provisions of Section 7);
(ii) changes the class of persons eligible to participate under the
Plan; or
(iii) materially increases the benefits accruing to participants under
the Plan shall be subject to approval of the stockholders of the
Company.
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<PAGE> 5
16. EFFECTIVE DATE AND APPROVALS. The Plan is being adopted by the Board of
Directors on May 10, 1993 to become effective as of said date. The
Company's obligation to offer, sell and deliver its Shares under the Plan
is subject to the approval of its stockholders not later than May 10, 1994
and of any governmental authority required in connection with the
authorized issuance or sale of such Shares and is further subject to the
Company receiving the opinion of its counsel that all applicable securities
laws have been complied with.
17. TERM OF PLAN. No rights shall be granted under the Plan after May 10, 2003.
18. ADMINISTRATION OF THE PLAN. The Board of Directors or any committee or
persons to whom it delegates its authority (the "ADMINISTRATOR") shall
administer, interpret and apply all provisions of the Plan. The
Administrator may waive such provisions of the Plan as it deems necessary
to meet special circumstances not anticipated or covered expressly by the
Plan. Nothing contained in this Section shall be deemed to authorize the
Administrator to alter or administer the provisions of the Plan in a manner
inconsistent with the provisions of Section 423 of the Code. No member of
the Administrator shall be liable for any action or determination made in
good faith with respect to the Plan or any right granted under it.
Date approved by the Board
of Directors of the Company: May 10, 1993
Date approved by the
Stockholders of the Company: May 10, 1993, as amended as of May 8, 1997,
as further amended as of November 10, 1999
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<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 11, 1999, except as to the
information presented in Note 15, for which the date is March 10, 1999, relating
to the financial statements and financial statement schedule, which appears in
Cyrk, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998.
PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
February 1, 2000
