<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 24, 2000
REGISTRATION NO. 333-92059
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
------------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
BPI PACKAGING TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
--------------------------
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<S> <C> <C>
DELAWARE 3081 04-2997486
(State or jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Identification No.)
Classification Code Number)
</TABLE>
455 SOMERSET AVENUE
NORTH DIGHTON, MASSACHUSETTS 02764
(508) 824-8636
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
JAMES F. KOEHLINGER
ACTING CHIEF OPERATING OFFICER
455 SOMERSET AVENUE
NORTH DIGHTON, MASSACHUSETTS 02764
(508) 824-8636
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
WITH COPIES TO:
DON S. HERSHMAN, ESQ.
BETH M. GOTTLIEB, ESQ.
HOLLEB & COFF
55 EAST MONROE
SUITE 4000
CHICAGO, ILLINOIS 60603
Approximate date of commencement of proposed sale to the public:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
--------------------------
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / ____________
If this Form is a post effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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<PAGE>
SUPPLEMENT
DATED FEBRUARY 24, 2000
TO THE PROSPECTUS FOR THE RIGHTS OFFERING
DATED JANUARY 28, 2000
OF BPI PACKAGING TECHNOLOGIES, INC.
This Supplement is provided for the purpose of supplementing our
prospectus dated January 28, 2000 and all other documents distributed to you
in connection with the rights offering, and must be read in conjunction with
both the prospectus and such other documents. This Supplement updates certain
information in the sections of the prospectus entitled "Business,"
"Management" and "The Rights Offering," and substantially similar language
contained in such other documents.
THE RIGHTS OFFERING
EXPIRATION DATE
Our Board of Directors determined that it is in your best interests to
extend the term of the rights offering from March 7, 2000 to March 17, 2000.
All other descriptions, terms and conditions of the rights offering
contained in the prospectus and all other documents distributed to you in
connection with the rights offering remain unchanged in all other respects.
BUSINESS
MANUFACTURING
Since June 1999, our production department had been operating 24 hours a
day, seven days a week, with four shifts. Due to increased resin prices, a
declination in our commodity T-shirt bag prices and normal seasonal
declination in demand for our proprietary bag products, certain elements of
our production department will begin operating on a three shift, five days a
week schedule.
This section of the prospectus remains unchanged in all other respects.
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
Hanspeter Schulz resigned as our President and as a member of our Board
of Directors and our Executive Committee on February 22, 2000 to pursue
personal interests. Dr. Schulz will serve us as a consultant.
Our Board of Directors promoted James F. Koehlinger, our Chief Financial
Officer and Treasurer, to the position of acting Chief Operating Officer. In
such capacity, Mr. Koehlinger will manage our day-to-day operations. In
addition, our Board of Directors' Executive Committee has formed an office of
the President to which Mr. Koehlinger will report, and which will coordinate
the search for a new president.
This section of the prospectus remains unchanged in all other respects.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is a statement of our expenses incurred in the issuance and
distribution of the shares of common stock, other then underwriting discounts.
All amounts are estimated except the SEC registration fee.
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SEC registration fee........................................ $ 200
Subscription Agent fees..................................... $15,000
Printing and Engraving expenses............................. $25,000
Legal fees and expenses..................................... $25,000
Accounting fees and expenses................................ $ 6,000
Blue Sky fees and expenses (including legal fees)........... $15,000
Miscellaneous............................................... $ 3,800
-------
TOTAL..................................................... $90,000
=======
</TABLE>
ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Delaware General Corporation Law, Section 102(b)(7), allows a corporation,
in its original Certificate of Incorporation or in a later amendment, validly
approved by stockholders, to eliminate or limit personal liability of members of
its Board of Directors for violations of a director's fiduciary duty of care.
However, the elimination of liability will not apply where there has been a
breach of the duty of loyalty, failure to act in good faith, engaging in
intentional misconduct or knowingly violating a law, paying a dividend or
approving a stock repurchase which is deemed illegal or obtaining an improper
personal benefit. Our Certificate of Incorporation includes the following
language:
To the maximum extent permitted by Section 102(b)(7) of the General
Corporation Law of Delaware, a director of this Corporation shall not be
personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the Corporation or
its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
Delaware General Corporation Law, Section 145, permits a corporation
organized under Delaware law to indemnify directors and officers with respect to
any matter in which the director or officer acted in good faith and in a manner
he reasonably believed to be not opposed to the best interests of the company,
and, with respect to any criminal action, he had reasonable cause to believe his
conduct was not unlawful. Our By-laws include the following provision:
A reference is made to Section 145 and any other relevant provisions of the
General Corporation Law of the State of Delaware. Particular reference is
made to the class of persons, hereinafter called Indemnitees, who may be
indemnified by a Delaware corporation pursuant to the provisions of such
Section 145, namely, any person, or the heirs, executors, or administrators
of such person, who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, by reason of the fact
that such person is or was a director, officer, employee or agent of such
corporation or is or was serving at the request of such corporation as a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise. The Corporation shall, and is
hereby obligated to, indemnify the Indemnitees, and each of them, in each
and every situation where the Corporation is obligated to make such
indemnification pursuant to the aforesaid
II-1
<PAGE>
statutory provisions, the Corporation is not obligated, but is nevertheless
permitted or empowered, to make such indemnification, it being understood
that, before making such indemnification, with respect to any situation
covered under this sentence, (i) the Corporation shall promptly make or
cause to be made, by any of the methods referred to in Subsection (d) of
such Section 145, a determination as to whether each Indemnitee 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, in the case of any criminal
action or proceeding, had no reasonable cause to believe that his conduct
was unlawful, and (ii) that no such indemnification shall be made unless it
is determined that such Indemnitee 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, in the case of any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, we have been informed that, in the opinion
of the SEC, this indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
In the past three years, we have made the following sales of unregistered
securities pursuant to exemptions from the registration requirements of the
Securities Act of 1933.
In July 1997, we sold 2,100,902 shares of common stock at a price of $1.00
per share in a best-efforts private placement offering with total net proceeds
of $2,100,902. Shares of common stock were sold in a single offering under
Regulation D and Regulation S of the Securities Act. Under Regulation D, we sold
850,902 shares of common stock only to accredited investors as defined in
Regulation D. Under Regulation S, we sold 1,250,000 shares of common stock
outside the United States to non-U.S investors.
In October 1997, we sold 1,796,000 shares of common stock at a price of
$1.05 per share in a best-efforts private placement offering with total net
proceeds of $1,885,800. Shares of common stock were sold in a single offering
under Regulation D and Regulation S of the Securities Act. Under Regulation D,
we sold 400,000 shares of common stock only to accredited investors as defined
in Regulation D. Under Regulation S, we sold 1,396,000 shares of common stock
outside the United States to non-U.S. investors.
In December 1997, we sold 1,094,223 shares of common stock in a private
placement offering of restricted securities with total net proceeds of
$1,004,800. The price per share for 88,889 of the shares was $1.125 per share
and the remaining shares were sold at $0.90 per share. Warrants exercisable for
a minimum of 10,000 shares at $1.08 per share were sold in this offering. Under
Regulation D, we sold 222,223 shares of common stock only to accredited
investors as defined in Regulation D. Under Regulation S, we sold 872,000 shares
of common stock outside the United States to non-U.S. investors.
In June 1998, we completed an offering of private placement units. Each unit
consisted of 100,000 shares of common stock and a three-year warrant to purchase
100,000 shares of common stock at $1.25 per share. However, if we announce the
receipt of a contract for the purchase of goods or services resulting in
revenues of $5,000,000 or more, then the purchase price will be reduced to $1.05
per share for 15 days after the announcement. The offering price was $90,000 per
unit and the net proceeds from the offering were $1,485,000. Under
Regulation D, we sold 1,050,000 shares of common stock only to accredited
investors as defined in Regulation D. Under Regulation S, we sold 600,000 shares
of common stock outside the United States to non-U.S. investors.
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<PAGE>
In each of the above offerings:
- the issuances of the securities were deemed to be exempt from registration
under Section 4(2) and Regulation D of the Securities Act as transactions
by an issuer not involving any public offering;
- the sale proceeds were used as part of our working capital;
- we promised to use our best efforts to file with the SEC a registration
statement on Form S-1 or S-3 relating to the shares in each offering; and
- the securities sold under Regulation D were registered under the
Securities Act on October 28, 1999.
In January 1999, we completed a private placement offering under
Regulation D to DGJ, an accredited investor as defined in Regulation D, with
total gross proceeds of $3,200,200. We sold 1,629,930 shares of our Series C
preferred stock for $100, we issued warrants exercisable for 80,000,000 shares
of our common stock at $0.04 per share for $100 and we executed a promissory
note in favor of DGJ in the principal amount of $3,200,000.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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<S> <C>
3 Certificate of Incorporation of the Company, as amended(6).
3.1 By-laws of the Company, as amended(6).
3.2 Certificate of Amendment to the Certificate of
Incorporation(17).
4 Form of Certificate of Designation of Series A Convertible
Preferred Stock, as amended(2).
4.1 Form of Amended Certificate of Designation for Series B
Convertible Preferred Stock(2).
4.2 Specimen Series A Convertible Preferred Stock
Certificate(2).
4.3 Form of Common Stock Purchase Warrant(13).
4.4 Certificate of Designation of Series C Preferred Stock(13).
4.5 Pledge Agreement, dated as of January 27, 1999, between DGJ
and C. Jill Beresford(13).
4.6 Common Stock Purchase Warrant issued by the Company to
Global Financial Services, Inc.(14).
4.7 Common Stock Purchase Warrant issued by the Company to DGJ,
L.L.C.(14).
4.8 Common Stock Purchase Warrant issued by the Company to
Brantrock(14).
5.1 Opinion of Holleb & Coff(18).
10** 1990 Stock Option Plan(1).
10.1** Form of Employment Agreement of Dennis N. Caulfield(3).
10.2** Form of Employment Agreement of C. Jill Beresford(3).
10.3** Form of Employment Agreement of Alex F. Vaicunas(3).
10.4** 1993 Stock Option Plan(3).
10.5 Stock Exchange Agreement by and between the Company and
Ronald V. Caulfield(4).
10.6** Employment Agreement of Ronald V. Caulfield(4).
10.7 Agreement for Purchase and Sale of Assets, dated June 23,
1995, by and among Market Media, Inc., Floor Focus
Media, Inc. and Carmen N. Fasula(5).
10.8 Amendment to Promissory Note of Dennis N. Caulfield(7).
10.9 Lease for Premises at 455-473 Somerset Ave., North Dighton,
Massachusetts(7).
10.10** 1996 Stock Option Plan(8).
</TABLE>
II-3
<PAGE>
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10.11 Loan and Security Agreement by and among the Company, RC
America, Inc. and Foothill Capital Corporation(9).
10.12 Secured Promissory Note from the Company and RC America to
Foothill(9).
10.13 Pledge and Security Agreement by and between the Company and
Foothill(9).
10.14 Continuing Guaranty of Market Media, Inc(9).
10.15 Continuing Guarantee of BPI Packaging (UK) Limited(9).
10.16 Security Agreement by and between Market Media, Inc. and
Foothill(9).
10.17 Security Agreement by and between BPI Packaging (UK) Limited
and Foothill(9).
10.18* Settlement Agreement by and between the Company and Mobil
Oil Corporation, dated December 10, 1996(9).
10.19 Loan and Security Agreement by and among the Company, RC
America, Inc. and Foothill Capital Corporation(10).
10.20 Secured Promissory Note from the Company and RC
America, Inc. to Foothill(10).
10.21 Pledge and Security Agreement by and between the Company and
Foothill(10).
10.22 Continuing Guarantee of Market Media, Inc(10).
10.23 Continuing Guarantee of BPI Packaging (UK) Limited(10).
10.24 Security Agreement by and between Market Media, Inc. and
Foothill(10).
10.25 Security Agreement by and between BPI Packaging (UK) Limited
and Foothill(10).
10.26* Settlement Agreement by and between the Company and Mobil
Oil Corporation, dated December 10, 1996(10).
10.27 Invoice Purchase and Sale Agreement, dated August 19,
1998(12).
10.28 Joint Filing Agreement(13).
10.29 Securities Purchase Agreement, dated as of January 27, 1999,
between the Company and DGJ(13).
10.30 Agreement, dated January 27, 1999, among DGJ, Ivan J. Hughes
and C. Jill Beresford(13).
10.31 Closing Agreement, dated as of January 27, 1999, by and
among the Company, DGJ, and C. Jill Beresford(13).
10.32 Securities Purchase Agreement between the Company and
DGJ(14).
10.33 Factoring Agreement between the Company and Franklin Capital
Corporation(14).
10.34 Revolving Note issued by the Company to Franklin(14).
10.35 Security Agreement between the Company and Franklin(14).
10.36 Employment Agreement between the Company and C. Jill
Beresford(14).
10.37 Employment Agreement between the Company and James
Koehlinger(14).
10.38 Employment Agreement between the Company and Richard H.
Nurse, Ph.D(14).
10.39 Employment Agreement between the Company and Hanspeter
Schulz, Ph.D(14).
10.40 Consulting Agreement between the Company and Ivan J.
Hughes(14).
10.41 Employment Agreement between the Company and Peter W.
Blackett(15).
10.42 Loan and Security Agreement between the Company and LaSalle
Business Credit, Inc., dated as of August 19, 1999(17).
10.43 Revolving Note from the Company to LaSalle, dated
August 19, 1999(17).
10.44 Intercreditor Agreement between DGJ and LaSalle, dated
August 19, 1999(17).
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II-4
<PAGE>
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10.45 Amended and Restated Promissory Note issued by the Company
to DGJ, dated August 19, 1999(17).
10.46 Amended and Restated Equipment Lease between the Company and
DGJ(17).
16 Letter from PricewaterhouseCoopers LLP to the Securities and
Exchange Commission(11).
21 Subsidiaries of the Company(4).
23.1 Consent of Livingston & Haynes, P.C., Independent
Accountants(18).
23.2 Consent of PricewaterhouseCoopers LLP, Independent
Accountants(18).
24.1 Powers of Attorney (contained in the signature pages
hereto).
27 Financial Data Schedule (16).
99 Press Release, dated July 7, 1998(11).
99.1 Press Release, dated January 28, 1999(14).
99.2 Form of Subscription Certificate(18).
99.3 Form of Notice of Guaranteed Delivery for Subscription
Certificate(18).
99.4 Form of Subscription Agent Agreement by and between the
Company and American Stock Transfer and Trust Company, as
Subscription Agent(18).
99.5 Form of letter to stockholders from the Company(18).
99.6 Form of letter to brokers, dealers, commercial banks, trust
companies and other nominees from American Stock Transfer
and Trust Company(18).
99.7 Form of letter to clients of brokers, dealers, commercial
banks, trust companies and other nominees(18).
99.8 Nominee Holder Oversubscription Exercise Form(18).
99.9 Press Release, dated February 23, 2000 (19).
</TABLE>
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(1) Incorporated by reference from our Form S-18 Registration Statement
(No. 33-36142-B) declared effective by the SEC on October 3, 1990.
(2) Incorporated by reference from our Form S-1 Registration Statement
(No. 33-39463) declared effective by the SEC on June 13, 1991.
(3) Incorporated by reference from our Form S-1 Registration Statement
(No. 33-39463) declared effective by the SEC on June 13, 1991.
(4) Incorporated by reference from our Annual Report on Form 10-K and amendment
thereto initially filed with the SEC on June 10, 1994.
(5) Incorporated by reference from our Quarterly Report on Form 10-Q for the
quarter ended August 25, 1995 and filed with the SEC on October 6, 1995.
(6) Incorporated by reference from our Quarterly Report on Form 10-Q for the
quarter ended November 24, 1995 and filed with the SEC on January 8, 1996.
(7) Incorporated by reference from our Annual Report on Form 10-K for the
fiscal year ended February 23, 1996 and filed with the Commission on
June 7, 1996.
(8) Incorporated by reference from our Quarterly Report on Form 10-Q for the
quarter ended August 23, 1996 and filed with the SEC on October 15, 1996.
(9) Incorporated by reference from our Quarterly Report on Form 10-Q for the
quarter ended November 22, 1996 and filed with the SEC on January 7, 1997.
(10) Incorporated by reference from of our Annual Report on Form 10-K for the
10 month period ended December 31, 1997 and filed with the SEC on May 27,
1998.
(11) Incorporated by reference from our Current Report on Form 8-K with the SEC
on July 14, 1998.
II-5
<PAGE>
(12) Incorporated by reference from our Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998 and filed with the SEC on November 16,
1998.
(13) Incorporated by reference from our Schedule 13D filed with the SEC on
February 2, 1999.
(14) Incorporated by reference from our Current Report on Form 8-K, dated
January 27, 1999, and filed with the SEC on February 11, 1999.
(15) Incorporated by reference from our Current Report on Form 8-K, dated
March 31, 1999, and filed with the SEC on March 31, 1999.
(16) Incorporated by reference from our Annual Report on Form 10-K for the year
ended December 31, 1998 and filed with the SEC on March 31, 1999.
(17) Incorporated by reference from our Form S-1 Registration Statement (No.
333-89137) declared effective by the SEC on October 28, 1999.
(18) Incorporated by reference from our Form S-1 Registration Statement
(No. 333-92059) declared effective by the SEC on January 28, 2000.
(19) Incorporated by reference from our Current Report on Form 8-K, dated
February 22, 2000, and filed with the SEC on February 23, 2000.
* Certain formation withheld and filed separately with the SEC pursuant to a
request for confidential treatment.
** These exhibits relate to executive compensation plans and arrangements.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
- To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
additional or changed material information on the plan of distribution.
- To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933.
- To reflect in the prospectus any facts or events arising after the
effective date of the registration statement or its most recent
post-effective amendment which, individually or in the aggregate represent
a fundamental change in the information set forth in the registration
statement. However, any increase or decrease in volume of securities
offered, if the total dollar value of securities offered would not exceed
that which was registered and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
- That, for the purposes of determining any liability under the Securities
Act, each post-effective amendment will be deemed to be a new registration
statement relating to the securities offered in the amendment, and the
offering of the securities at that time will be deemed to be a initial
bona fide offering.
- 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.
- To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report, to
securityholders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Exchange Act; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is not
set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the prospectus to
provide the required interim financial information.
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- That, for purposes of determining any liability under the Securities Act,
each filing of our annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act and, where applicable, each filing of an employee benefit
plans annual report pursuant to Section 15(d) of the Exchange Act that is
incorporated by referenced in the registration statement relating to the
securities offered in the registration statement, and the offering of this
securities at that time will be deemed to be the initial bona fide
offering of the securities.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing of Form S-1 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Town of North Dighton,
Commonwealth of Massachusetts, on February 24, 2000.
BPI PACKAGING TECHNOLOGIES, INC.
By: /s/ IVAN J. HUGHES
-----------------------------------------
Ivan J. Hughes
CHAIRMAN OF THE BOARD OF DIRECTORS
/s/ JAMES F. KOEHLINGER
-----------------------------------------
James F. Koehlinger
Acting Chief Operating Officer and
Chief Financial Offcier
/s/ GARY R. EDIDIN
-----------------------------------------
Gary R. Edidin
Director
/s/ BRUCE M. FLEISHER
-----------------------------------------
Bruce M. Fleisher
Director
/s/ ALLEN S. GERRARD
-----------------------------------------
Allen S. Gerrard
Director
/s/ THEODORE L. KOENIG
-----------------------------------------
Theodore L. Koenig
Director
/s/ DAVID N. LAUX
-----------------------------------------
David N. Laux
Director
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<PAGE>
POWERS OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No.1 to Form S-1 relating to common stock has been
signed by the following persons in the capacities and on the dates indicated.
Each person whose signature appears below hereby authorizes Ivan J. Hughes to
file one or more amendments, including additional post-effective amendments
to this Registration Statement, which amendments may make changes as any of
the following persons deem appropriate, and each person, individually and in
each capacity stated below, hereby appoints Mr. Hughes as attorney-in-fact to
execute in his name and on his behalf any amendments to the Registration
Statement.
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<CAPTION>
NAME CAPACITY DATE
---- -------- ----
<S> <C> <C>
/s/ IVAN J. HUGHES
------------------------------------------- Chairman of the Board of February 24, 2000
Ivan J. Hughes Directors
/s/ JAMES F. KOEHLINGER
------------------------------------------- Acting Chief Operating February 24, 2000
James F. Koehlinger Officer and Chief
Financial Officer
/s/ GARY R. EDIDIN
------------------------------------------- Director February 24, 2000
Gary R. Edidin
/s/ BRUCE M. FLEISHER
------------------------------------------- Director February 24 2000
Bruce M. Fleisher
/s/ ALLEN S. GERRARD
------------------------------------------- Director February 24, 2000
Allen S. Gerrard
/s/ THEODORE L. KOENIG
------------------------------------------- Director February 24, 2000
Theodore L. Koenig
/s/ DAVID N. LAUX
------------------------------------------- Director February 24, 2000
David N. Laux
</TABLE>
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