SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Neuromedical Systems, Inc.
-----------------------------------
(Name of Issuer)
Common Stock (par value $0.0001 per share)
-------------------------------------------
(Title of Class of Securities)
64124H109
-----------------------------------
(CUSIP Number)
David J. Greenwald, Esq.
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
(212) 902-1000
-----------------------------------
(Name, address and telephone number of person authorized
to receive notices and communications)
June 28, 1996
-----------------------------------
(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b) (3) or (4), check the following box:
Check the following box if a fee is being paid with this
statement: X
----
CUSIP NO. 64124H109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GOLDMAN, SACHS & CO.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,883,873
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 7,883,873
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,883,873
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.8%
14 TYPE OF REPORTING PERSON
BD-PN-IA
CUSIP NO. 64124H109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE GOLDMAN SACHS GROUP, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 125,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,883,873
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 125,000
PERSON 10 SHARED DISPOSITIVE POWER
WITH 7,883,873
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,008,873
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.2%
14 TYPE OF REPORTING PERSON
HC-PN
CUSIP NO. 64124H109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS ADVISORS, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,382,629
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 5,382,629
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,382,629
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.3%
14 TYPE OF REPORTING PERSON
PN
CUSIP NO. 64124H109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,382,629
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 5,382,629
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,382,629
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.3%
14 TYPE OF REPORTING PERSON
PN
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to the Common
Stock, par value $.0001 per share (the "Common Stock"), of
Neuromedical Systems, Inc., a Delaware corporation (the
"Company").
The principal executive offices of the Company are
located at Two Executive Boulevard, Suffern, NY 10901-4164.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by GS Capital Partners,
L.P. ("GS Capital"), GS Advisors, L.P. ("GS Advisors, L.P."),
Goldman, Sachs & Co. ("Goldman Sachs") and The Goldman Sachs
Group, L.P. ("GS Group", and together with GS Capital, GS
Advisors, L.P. and Goldman Sachs, the "Filing Persons").[fn1]
Goldman Sachs and GS Group may be deemed, for purposes of this
Statement, to own beneficially 6,833,286 shares of Common Stock
through GS Capital and through certain limited partnerships of
which affiliates of Goldman Sachs and GS Group are the general
partner or the managing general partner (the "Other Limited
Partnerships" and, together with GS Capital, the "Limited
Partnerships"). Goldman Sachs and GS Group each disclaims
beneficial ownership of shares of Common Stock beneficially owned
by the Limited Partnerships to the extent of partnership
interests in the Limited Partnerships held by persons other than
Goldman Sachs, GS Group or their affiliates. In addition,
Goldman Sachs and GS Group may be deemed to beneficially own
57,762 shares of Common Stock obtained in the ordinary course of
business in Goldman Sachs' capacity as a market maker in the
Common Stock and may be deemed to beneficially own 1,092,825
shares of Common Stock currently held in client accounts with
respect to which Goldman Sachs or employees of Goldman Sachs have
voting or investment discretion, or both ("Managed Accounts").
[fn1] Neither the present filing nor anything contained herein
shall be construed as an admission that any Filing Person
constitutes a "person" for any purposes other than Section
13(d) of the Securities Exchange Act of 1934.
The principal business address of each of Goldman
Sachs, GS Group, GS Capital, GS Advisors L.P. and the Other
Limited Partnerships is 85 Broad Street, New York, NY 10004. GS
Capital, a Delaware limited partnership, was formed for the
purpose of investing in equity and equity-related securities
primarily acquired or issued in leveraged acquisitions,
reorganizations and other private equity transactions. GS
Advisors, L.P., a Delaware limited partnership, is the sole
general partner of GS Capital. Goldman Sachs, a New York limited
partnership, is an investment banking firm and a member of the
New York Stock Exchange, Inc. and other national exchanges.
Goldman Sachs also serves as the investment manager for GS
Capital. GS Group, one of the general partners of Goldman Sachs,
owns a 99% interest in Goldman Sachs. GS Group is a Delaware
limited partnership and a holding partnership that engages
(directly and indirectly through subsidiaries or affiliated
companies or both) in the business of buying and selling
securities, both foreign and domestic, and in making investments
on behalf of its partners. GS Group is controlled by its general
partners (which consist of the general partners of Goldman Sachs
other than GS Group) as a group, who have delegated to its
Executive Committee the power to act on their behalf with respect
to the management of GS Group.
The name, business address, present principal
occupation or employment and citizenship of each of the general
partners of Goldman Sachs and of GS Group that is a natural
person are set forth in Schedule I hereto and are incorporated
herein by reference. The name, state or place of organization,
principal business, address of principal business and address of
principal office of each of the general partners of Goldman Sachs
(other than GS Group) and of GS Group that is not a natural
person are also set forth in Schedule I hereto and incorporated
herein by reference. The name, business address, present
principal occupation or employment and citizenship of each
controlling person, if any, director and executive officer of
each corporate general partner of Goldman Sachs are set forth in
Schedule II-A hereto and are incorporated herein by reference.
The name, business address, present principal occupation or
employment and citizenship of each director and executive officer
of GS Advisors, Inc., a Delaware corporation that is the sole
general partner of GS Advisors, L.P., are set forth in
Schedule II-B hereto and are incorporated herein by reference.
The members of the Executive Committee of GS Group are those
persons listed in Schedule I who have an asterisk marked next to
their name.
During the last five years, none of the Filing Persons,
or, to the knowledge of each of the Filing Persons, any of the
persons listed on Schedule I or Schedule II-A or II-B hereto,
(i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) except as set
forth in Schedule III hereto, has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to the Preferred Stock and Warrant Purchase
Agreement, dated November 22, 1993, by and among Neuromedical
Systems, Inc., Mark Rutenberg and GS Group (the "Purchase
Agreement"), the Limited Partnerships (as assignees of GS Group)
purchased 10,000,000 shares of the Company's Series E Convertible
Preferred Stock, par value $.0001 per share (the "Series E
Stock"), and a warrant to purchase 15,500,000 shares of Series E
Stock at an exercise price of $1.00 per share (the "Series E
Warrant") for a total consideration of $10,000,000. In lieu of a
cash brokerage commission due to GS Group from the Company with
respect to the shares sold by the Company pursuant to the
Purchase Agreement, the Company issued an additional 500,000
shares of Series E Stock to GS Group on the same terms and
conditions as those set forth in the Purchase Agreement (the
"Brokerage Shares"). A copy of the Purchase Agreement is
attached hereto as Exhibit (1).
In November 1994, certain of the Limited Partnerships
purchased an aggregate of 1.035 Unit Purchase Options (the
"UPOs") from third party stockholders of the Company. Each UPO
consists of an option to purchase 225,000 shares of the Company's
Series C Convertible Preferred Stock, par value $.0001 per share
(the "Series C Stock"), and 112,500 warrants to purchase Common
Stock at an exercise price of $0.45 per share. The Limited
Partnerships which purchased the UPOs have not yet exercised the
UPOs.
On May 16, 1995, certain of the Limited Partnerships
purchased an aggregate of 1,063,830 shares of the Company's
Series G Convertible Preferred Stock, par value $.0001 per share
(the "Series G Stock").
On December 7, 1995, the Company commenced its initial
public offering of Common Stock (the "IPO"). In connection with
the IPO, the Company effected a one-for-four reverse stock split
on December 6, 1995 (the "Reverse Stock Split"), pursuant to
which one share of pre-split Common Stock was converted into .25
shares of post-split Common Stock. Pursuant to the terms of the
Series C, E and G Stock, all such stock automatically converted
into Common Stock as adjusted for the Reverse Stock Split on a
one-for-four basis at the consummation of the IPO. In connection
with the IPO, the Limited Partnerships exercised their respective
portions of the Series E Warrant (as adjusted for the Reverse
Stock Split) at an exercise price of $4.00 per share and
purchased an aggregate of 3,875,000 shares of Common Stock for
aggregate consideration of $15,500,000. The UPOs are presently
exercisable into an aggregate of 87,328 shares of Common Stock.
Two officers of Goldman Sachs, in their capacity as
directors of the Company, received fully vested options on
October 25, 1995 and June 1, 1996 exercisable into an aggregate
of 5,000 shares of Common Stock as adjusted for the Reverse Stock
Split, at exercise prices of $6.00 for 2,500 shares and $7.00 for
2,500 shares (the "Directors Options"). Such officers have an
understanding with Goldman Sachs pursuant to which each such
officer holds their respective Directors Options for the benefit
of GS Group, and such options may therefore be deemed to be
beneficially owned by Goldman Sachs and GS Group. The Directors
Options have not been exercised.
As of June 28, 1996, Goldman Sachs owned 57,762 shares
of Common Stock (the "Market Maker Shares") which it acquired in
the ordinary course of business in market making activities. In
addition, an aggregate of 1,092,825 shares of Common Stock were
held in Managed Accounts.
The funds used by Goldman Sachs to purchase the Market
Maker Shares were obtained from Goldman Sachs' working capital.
The funds used by the Limited Partnerships to purchase the Series
E Stock and Series E Warrant, the Series G Stock, the UPOs and to
exercise the Series E Warrant were obtained by the Limited
Partnerships from capital contributions to the Limited
Partnerships by the Limited Partnerships' partners and from the
Limited Partnerships' available funds. The funds used to
purchase shares of Common Stock for the Managed Accounts came
from client funds.
None of the persons listed on Schedule I, II-A or II-B
or hereto has contributed any funds or other consideration
towards the purchase of the Series E or G Stock, Common Stock,
any warrants or UPOs, except insofar as they may be general or
limited partners of any of Goldman Sachs or the Limited
Partnerships and have made capital contributions to any of
Goldman Sachs or such Limited Partnerships, as the case may be.
ITEM 4. PURPOSE OF THE TRANSACTION
The Directors Options, the Brokerage Shares, the Market
Maker Shares and the shares held in Managed Accounts were
acquired in the ordinary course of business by Goldman Sachs and
GS Group.
The acquisition by the Limited Partnerships of the
Series E Stock, the Common Stock pursuant to the exercise of the
Series E Warrant, the Series G Stock and the UPOs, each as
described in Item 3 above, were made for the purpose of obtaining
an equity interest in the Company.
None of the Filing Persons or, to the knowledge of the
Filing Persons, any of the Other Limited Partnerships or any of
the persons listed on Schedules I, II-A or II-B hereto has any
present plans or intention which would result in or relate to any
of the transactions described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D. Each of the Filing Persons, however,
expects to evaluate on an ongoing basis the Company's financial
condition, business, operations and prospects, the market price
of the Common Stock, conditions in the securities markets
generally, general economic and industry conditions and other
factors. The Filing Persons may purchase additional shares of
Common Stock or may sell shares of Common Stock from time to time
in public or private transactions (subject, in the case of sales
of the Common Stock obtained following conversion of the Series
E and G Stock, upon exercise of the Series E Warrant and upon
exercise of the UPOs, to any applicable limitations imposed on
the sale of any of the relevant shares of Common Stock by the
Securities Act of 1933, as amended (the "Securities Act")). To
the knowledge of each Filing Person, each of the Other Limited
Partnerships and the persons listed on Schedules I, II-A or II-B
hereto may make the same evaluation.
In addition, Goldman Sachs has advised the Company
that, subject to applicable laws and regulations, Goldman Sachs
currently intends to make a market in the shares of Common Stock.
However, Goldman Sachs is not obligated to do so and any market-
making activity may be discontinued at any time without notice.
In addition, such market-making activity will be subject to the
limits imposed by the Securities Act and the Securities Exchange
Act of 1934, as amended, and the Rules of the New York Stock
Exchange. Goldman Sachs may act as principal or agent in market-
making transactions, including as agent for the counterparty when
acting as principal or agent for both counterparties, and may
receive compensation in the form of discounts and commissions,
including from both counterparties when Goldman Sachs acts as
agent for both. Such sales will be made at prevailing market
prices at the time of sale, at prices related thereto or at
negotiated prices. Goldman Sachs is using a market-making
prospectus in connection with offers and sales of Common Stock
related to market-making transactions. The Company has agreed to
indemnify Goldman Sachs against certain liabilities, including
liabilities under the Securities Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As described in Item 3, the Limited Partnerships
presently beneficially own 6,640,958 shares of Common Stock and
UPOs exercisable into 87,329 shares of Common Stock. GS Group,
Goldman Sachs and GS Advisors may for purposes of this Statement
be deemed to beneficially own all of such shares of Common Stock.
As described in Item 3, Goldman Sachs presently
beneficially owns the 57,762 Market Maker Shares, 1,092,825
shares of Common Stock held in the Managed Accounts and the
Directors Options presently exercisable into 5,000 shares of
Common Stock.
As described in Item 3, GS Group beneficially owns
125,000 Brokerage Shares and the Directors Options presently
exercisable into 5,000 shares of Common Stock and may for
purposes of this Statement be deemed to beneficially own the
57,762 Market Maker Shares and the 1,092,825 shares of Common
Stock held in the Managed Accounts.
As a result, as of June 28, 1996: (i) GS Group
beneficially owned approximately 0.4% and may for purposes of this
Statement be deemed to own 27.2%; (ii) Goldman Sachs owned
approximately 0.2% and may for purposes of this Statement be
deemed to own 26.8%; (iii) GS Capital beneficially owned
approximately 18.3%; and (iv) the Other Limited Partnerships
beneficially owned in the aggregate approximately 4.6%, in each
case, of the outstanding shares of Common Stock.
None of the Filing Persons, and to the knowledge
of each of the Filing Persons, none of the Other Limited
Partnerships beneficially owns any shares of Common Stock as of
June 28, 1996 other than as set forth herein.
(b) Each Filing Person shares the power to vote or
direct the vote and to dispose or direct the disposition of
shares of Common Stock beneficially owned by such Filing Person
as indicated in pages 2 through 5 above. The Other Limited
Partnerships have shared voting power and shared power to dispose
or direct the disposition of 1,345,657 shares of Common Stock (or
approximately 4.6% of the outstanding shares of Common Stock)
which they beneficially own.
(c) Schedule IV sets forth transactions in the Common
Stock that were effected during the past sixty days. The
transactions in the Common Stock were effected in the
over-the-counter-market. The aggregate consideration for the
purchases listed on Schedule IV was $52,842,162.
Except as set forth on Schedule IV, no transactions
in the Common Stock were effected by the Filing Persons, or, to
the knowledge of any of the Filing Persons, any of the Other
Limited Partnerships or any of the persons listed on Schedules I,
II-A or II-B hereto, during the past sixty days.
(d) No other person is known by any Filing Person to
have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, any shares of
Common Stock beneficially owned by any Filing Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
PURCHASE AGREEMENT. Neither the Company nor GS Group
has any material continuing obligations under the Purchase
Agreement other than certain financial and operating reporting
requirements by the Company. A copy of the Purchase Agreement is
filed as Exhibit (1) and is incorporated herein in its entirety
by reference.
REGISTRATION RIGHTS AGREEMENT. The Limited
Partnerships have registration rights pursuant to the
Registration Rights Agreement, dated as of November 22, 1993 (the
"Registration Rights Agreement"), executed in connection with the
Purchase Agreement. Pursuant to the Registration Rights
Agreement, the Limited Partnerships have registration rights
which, generally, include the right to participate in both demand
registrations (i.e., those that are required by certain of the
shareholders pursuant to contract) and "piggyback" rights (i.e.,
the right to join in any registrations undertaken by the
Company). A copy of the Registration Rights Agreement is filed
as Exhibit (2) and is incorporated herein in its entirety by
reference.
The foregoing descriptions of the Purchase Agreement
and the Registration Rights Agreement are qualified in their
entirety by reference to the Purchase Agreement and the
Registration Rights Agreement, copies of which are filed as
Exhibits (1) and (2) hereto, respectively, and are incorporated
herein by reference.
Except as described herein, none of the Filing Persons
or, to the knowledge of each of the Filing Persons, any of the
persons listed on Schedules I, II-A, or II-B hereto is a party to
any contract, arrangement, understanding or relationship with
respect to any securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(1) Purchase Agreement, dated November 22, 1993.
(2) Registration Rights Agreement, dated November 22,
1993.
(3) Joint Filing Agreement.
SIGNATURE
---------
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
THE GOLDMAN SACHS GROUP, L.P.
By: /s/ Richard A. Friedman
---------------------------
Name: Richard A. Friedman
Title: General Partner
Dated: July 10, 1996
SIGNATURE
---------
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
GOLDMAN, SACHS & CO.
By: /s/ Richard A. Friedman
---------------------------
Name: Richard A. Friedman
Title: President
Dated: July 10, 1996
SIGNATURE
---------
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
GS CAPITAL PARTNERS, L.P.
By:GS Advisors, L.P., its
general partner
By:GS Advisors, Inc., its
general partner
By: /s/ Richard A. Friedman
---------------------------
Name: Richard A. Friedman
Title: President
Dated: July 10, 1996
SIGNATURE
---------
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
GS ADVISORS, L.P.
By: GS Advisors, Inc., its
general partner
By: /s/ Richard A. Friedman
---------------------------
Name: Richard A. Friedman
Title: General Partner
Dated: July 10, 1996
SCHEDULE I
----------
The following table sets forth the name of each
of the general partners of Goldman, Sachs & Co.
(other than The Goldman Sachs Group, L.P.) and of
The Goldman Sachs Group, L.P. Unless otherwise
indicated, the business address of each person
listed below is 85 Broad Street, New York, NY
10004, and, unless otherwise indicated, each
natural person listed below is a citizen of the
United States of America. Nobuyoshi John Ehara
Inc., Jun Makihara Inc., Masanori Mochida Inc.,
Hideo Ishihara, Inc. and Oki Matsumoto, Inc., the
only corporate general partners of Goldman, Sachs
& Co. and The Goldman Sachs Group, L.P., were each
incorporated in the State of Delaware. The
principal occupation of each natural person listed
below and the principal business of each of
Nobuyoshi John Ehara Inc., Jun Makihara Inc.,
Masanori Mochida Inc., Hideo Ishihara, Inc. and
Oki Matsumoto, Inc. is as a general partner of
Goldman, Sachs & Co. The persons listed below who
have an asterisk marked next to their name are
members of the Executive Committee of The Goldman
Sachs Group, L.P.
Name and Citizenship Business Address
- -------------------- ----------------
The persons listed below who have an asterisk marked next to
their name are members of the Executive Committee of The Goldman
Sachs Group, L.P.
Jon Z. Corzine*
Henry M. Paulson, Jr.*
Roy J. Zuckerberg*
David M. Silfen*
Richard M. Hayden 133 Fleet Street
London EC4A 2BB, England
Robert J. Hurst*
Howard C. Katz
Peter K. Barker 333 South Grand Avenue
Los Angeles, CA 90071
Eric S. Dobkin
Willard J. Overlock, Jr.
Jonathan L. Cohen
Fredric B. Garonzik
Kevin W. Kennedy
William C. Landreth 4900 Sears Tower
Chicago, IL 60606
Daniel M. Neidich
Edward Spiegel
Robert F. Cummings, Jr.
Angelo DeCaro
Steven G. Einhorn
David B. Ford
David M. Leuschen
Michael R. Lynch
Michael D. McCarthy
Donald C. Opatrny, Jr.
Thomas E. Tuft
Michael P. Mortara
Lloyd C. Blankfein
John P. Curtin, Jr. 150 King Street West
Toronto M5H 1J9, Canada
Gavyn Davies 133 Fleet Street
United Kingdom London EC4A 2BB, England
Dexter D. Earle
Nobuyoshi John Ehara 12-32, Akasaka 1-chome
Japan Minato-ku, Tokyo 107, Japan
Nobuyoshi John Ehara Inc.
J. Christopher Flowers
Gary Gensler
Charles T. Harris III
Thomas J. Healey
Stephen Hendel
Robert E. Higgins
Robert J. Katz
Ernest S. Liu
Eff W. Martin 555 California Street
San Francisco, CA 94104
Charles B. Mayer, Jr.
Michael J. O'Brien 133 Fleet Street
United Kingdom London EC4A 2BB, England
Mark Schwartz
Stephen M. Semlitz
Robert K. Steel
John A. Thain* 133 Fleet Street
London EC4A 2BB, England
John L. Thornton 133 Fleet Street
London EC4A 2BB, England
Bracebridge H. Young, Jr. 133 Fleet Street
London EC4A 2BB, England
Joseph R. Zimmel
Barry L. Zubrow
Gary L. Zwerling
Jonathan R. Aisbitt 133 Fleet Street
United Kingdom London EC4A 2BB, England
Andrew M. Alper
William J. Buckley
Frank L. Coulson, Jr.
Connie Kadrovach Duckworth 4900 Sears Tower
Chicago, IL 60606
Richard A. Friedman
Alan R. Gillespie 133 Fleet Street
United Kingdom London EC4A 2BB, England
Joseph H. Gleberman
Jacob D. Goldfield
Steven M. Heller
Ann F. Kaplan
Robert S. Kaplan
Peter D. Kiernan III
John P. McNulty
T. Willem Mesdag Messe Turm 60308
Frankfurt am Main, Germany
Gaetano J. Muzio 555 California Street
San Francisco, CA 94104
Robin Illgen Neustein
Timothy J. O'Neill
Scott M. Pinkus
John J. Powers
Stephen D. Quinn
Arthur J. Reimers 133 Fleet Street
London EC4A 2BB, England
James P. Riley, Jr.
Richard A. Sapp 133 Fleet Street
London EC4A 2BB, England
Donald F. Textor
Thomas B. Walker III
Patrick J. Ward 133 Fleet Street
London EC4A 2BB, England
Jeffrey M. Weingarten 133 Fleet Street
London EC4A 2BB, England
Jon Winkelried
Richard Witten
Carlos A. Cordeiro 133 Fleet Street
London EC4A 2BB, England
John O. Downing
W. Mark Evans 3 Garden Road
Canada Hong Kong
Michael D. Fascitelli
Sylvain M. Hefes 2 Rue de Thann
France Paris, France 75017
Reuben Jeffery III 133 Fleet Street
London EC4A 2BB, England
Lawrence H. Linden
Jun Makihara 12-32, Akasaka 1-chome
Japan Minato-ku, Tokyo 107, Japan
Jun Makihara Inc.
Masanori Mochida 12-32, Akasaka 1-chome
Japan Minato-ku, Tokyo 107, Japan
Masanori Mochida Inc.
Robert B. Morris III 133 Fleet Street
London EC4A 2BB, England
Philip D. Murphy Messe Turm, D-6000
Frankfurt am Main 1, Germany
Suzanne M. Nora Johnson 333 South Grand Avenue
Los Angeles, CA 90071
Terence M. O'Toole
Gregory K. Palm 133 Fleet Street
London EC4A 2BB, England
Carl G.E. Palmstierna 133 Fleet Street
Sweden London EC4A 2BB, England
Michael G. Rantz 133 Fleet Street
London EC4A 2BB, England
J. David Rogers
Joseph Sassoon 133 Fleet Street
Israel London EC4A 2BB, England
Peter Savitz 133 Fleet Street
London EC4A 2BB, England
Charles B. Seelig Jr.
Ralph F. Severson 555 California Street
San Francisco, CA 94104
Gene T. Sykes 333 South Grand Avenue
Los Angeles, CA 90071
Gary A. Syman 12-32, Akasaka 1-chome
Minato-ku, Tokyo 107, Japan
Leslie C. Tortora
John L. Townsend
Lee G. Vance 133 Fleet Street
London EC4A 2BB, England
David A. Viniar
John S. Weinberg
Peter A. Weinberg
Laurence M. Weiss
George W. Wellde Jr. 12-32, Akasaka 1-Chome
Minato-Ku, Tokyo 107, Japan
Jaime E. Yordan
Sharmin Mossauar-Rahmani
United Kingdom
Hideo Ishihara 12-32, Akasaka 1-chome
Japan Minato-ku, Tokyo 107, Japan
Hideo Ishihara Inc.
Paul M. Achleitner Messe Turm 60308
Austria Frankfurt am Main, Germany
Armen A. Avanessians
Joel S. Beckman
David W. Blood 133 Fleet Street
London EC4A 2BB, England
Zachariah Cobrinik 12-32, Akasaka 1-Chome
Minato-Ku, Tokyo 107, Japan
Gary D. Cohn 133 Fleet Street
London EC4A 2BB, England
Christopher A. Cole
Henry Cornell 3 Garden Road
Hong Kong
Robert V. Delaney
Joseph Della Rosa
J. Michael Evans 133 Fleet Street
London EC4A 2BB, England
Lawton W. Fitt
Joseph D. Gatto
Peter C. Gerhard
Nomi P. Ghez
Israel
David T. Hamamoto
Walter H. Haydock Munsterhof 4
8022 Zurich, Switzerland
David L. Henle
Francis J. Ingrassia
Scott B. Kapnick 133 Fleet Street
London EC4A 2BB, England
Kevin M. Kelly
John C. Kleinert
Jonathan L. Kolatch
Peter S. Kraus
Robert Litterman
Jonathan M. Lopatin
Thomas J. Macirowski
Peter G.C. Mallinson 3 Garden Road
United Kingdom Hong Kong
Oki Matsumoto 12-32 Akasaka 1-chome
Japan Minato-ku, Tokyo 107, Japan
Oki Matsumoto, Inc.
E. Scott Mead 133 Fleet Street
London EC4A 2BB, England
Eric M. Mindich
Steven T. Mnuchin
Thomas K. Montag
Edward A. Mule
Kipp M. Nelson 133 Fleet Street
London EC4A 2BB, England
Christopher K. Norton
Robert J. O'Shea
Wiet H. Pot 133 Fleet Street
Netherlands London EC4A 2BB, England
Jack L. Salzman
Eric S. Schwartz
Michael F. Schwerin
Richard S. Sharp 133 Fleet Street
United Kingdom London EC4A 2BB, England
Richard G. Sherlund
Michael S. Sherwood 133 Fleet Street
United Kingdom London EC4A 2BB, England
Cody J. Smith
Daniel W. Stanton
Esta E. Stecher
Fredric E. Steck
Byron D. Trott 4900 Sears Tower
Chicago 60606
Barry S. Volpert
Peter S. Wheeler 3 Garden Road
United Kingdom Hong Kong
Anthony G. Williams 133 Fleet Street
United Kingdom London EC4A 2BB, England
Gary W. Williams
Tracy R. Wolstencroft 100 Crescent Court, Suite 1000
Dallas, Texas 75201
Danny O. Yee 3 Garden Road
Hong Kong
Michael J. Zamkow
Mark A. Zurack
John P. Curtin, Jr. 85 Broad Street
New York, NY 10004
Terence James O'Neill
Peter D. Sutherland 133 Fleet Street
London EC4A 2BB, England
SCHEDULE II-A
-------------
The name, business address, present principal
occupation or employment and citizenship of each controlling
person, if any, director and executive officer of each general
partner of Goldman Sachs & Co. or The Goldman Sachs Group that is
a corporation are set forth below.
I. NOBUYOSHI JOHN EHARA INC.
Nobuyoshi John Ehara Inc. is controlled by Nobuyoshi
John Ehara, its President and one of its directors. The business
address of each person listed below other than Nobuyoshi John
Ehara is 85 Broad Street, New York, New York 10004, and each such
person is a citizen of the United States of America. The business
address of Nobuyoshi John Ehara, a citizen of Japan, is the Ark
Mori Building, 12-32, Akasaka 1-chome, Minato-Ku, Tokyo 107,
Japan.
<TABLE>
<CAPTION>
Name and Business Address Position Present Principal Occupation
- ------------------------- --------- ----------------------------
<S> <C> <C>
Robert J. Katz Director and General Partner of Goldman,
Chairman of the Sachs & Co.
Board
Nobuyoshi John Ehara President and General Partner of Goldman,
Director Sachs & Co.
David A. Viniar Director General Partner of Goldman,
Sachs & Co.
Esta E. Stecher Vice Chairman of General Partner of Goldman,
the Board and Sachs & Co.
Treasurer
James B. McHugh Secretary Vice President of Goldman,
Sachs & Co.
</TABLE>
II. MASANORI MOCHIDA INC.
Masanori Mochida Inc. is controlled by Masanori
Mochida, its President and one of its directors. The business
address of each person listed below other than Masanori Mochida
is 85 Broad Street, New York, New York 10004, and each such
person is a citizen of the United States of America. The business
address of Masanori Mochida, a citizen of Japan, is 12-32,
Akasaka 1-chome, Minato-ku, Tokyo 107, Japan.
<TABLE>
<CAPTION>
Name and Business Address Position Present Principal Occupation
- ------------------------- --------- ----------------------------
<S> <C> <C>
Robert J. Katz Director and General Partner of Goldman,
Chairman of the Sachs & Co.
Board
Masanori Mochida President and General Partner of Goldman,
Director Sachs & Co.
David A. Viniar Director General Partner of Goldman,
Sachs & Co.
Esta E. Stecher Vice Chairman of General Partner of Goldman,
the Board and Sachs & Co.
Treasurer
James B. McHugh Secretary Vice President of Goldman,
Sachs & Co.
</TABLE>
III. JUN MAKIHARA INC.
Jun Makihara Inc. is controlled by Jun Makihara, its
President and one of its directors. The business address of each
person listed below other than Jun Makihara is 85 Broad Street,
New York, New York 10004, and each such person is a citizen of
the United States of America. The business address of Jun
Makihara, a citizen of Japan, is 12-32, Akasaka 1-chome, Minato-
ku, tokyo 107, Japan.
<TABLE>
<CAPTION>
Name and Business Address Position Present Principal Occupation
- ------------------------- --------- ----------------------------
<S> <C> <C>
Robert J. Katz Director and General Partner of Goldman,
Chairman of the Sachs & Co.
Board
Jun Makihara President and General Partner of Goldman,
Director Sachs & Co.
David A. Viniar Director General Partner of Goldman,
Sachs & Co.
Esta E. Stecher Vice Chairman of General Partner of Goldman,
the Board and Sachs & Co.
Treasurer
James B. McHugh Secretary Vice President of Goldman,
Sachs & Co.
</TABLE>
IV. HIDEO ISHIHARA INC.
Hideo Ishihara Inc. is controlled by Hideo Ishihara,
its President and one of its directors. The business address of
each person listed below other than Hideo Ishihara is 85 Broad
Street, New York, New York 10004, and each such person is a
citizen of the United States of America. The business address of
Hideo Ishihara, a citizen of Japan, is the Ark Mori Building, 12-
32, Akasaka 1-chome, Minato-Ku, Tokyo 107, Japan.
<TABLE>
<CAPTION>
Name and Business Address Position Present Principal Occupation
- ------------------------- --------- ----------------------------
<S> <C> <C>
Robert J. Katz Director and General Partner of Goldman,
Chairman of the Sachs & Co.
Board
Hideo Ishihara President and General Partner of Goldman,
Director Sachs & Co.
David A. Viniar Director General Partner of Goldman,
Sachs & Co.
Esta E. Stecher Vice Chairman of General Partner of Goldman,
the Board and Sachs & Co.
Treasurer
James B. McHugh Secretary Vice President of Goldman,
Sachs & Co.
</TABLE>
V. OKI MATSUMOTO INC.
Oki Matsumoto Inc. is controlled by Oki Matsumoto, its
President and one of its directors. The business address of each
person listed below other than Oki Matsumoto is 85 Broad Street,
New York, New York 10004, and each such person is a citizen of
the United States of America. The busines address of Oki
Matsumoto, a citizen of Japan, is the Ark Mori Building, 12-32,
Akasaka 1-chome, Minato-Ku, Tokyo 107, Japan.
<TABLE>
<CAPTION>
Name and Business Address Position Present Principal Occupation
- ------------------------- --------- ----------------------------
<S> <C> <C>
Robert J. Katz Director, Chairman General Partner of Goldman,
of the Board and Sachs & Co.
Vice President
Oki Matsumoto President and General Partner of Goldman,
Director Sachs & Co.
Esta E. Stecher Director, Vice General Partner of Goldman,
Chairman of the Sachs & Co.
Board, Vice
President and
Treasurer
James B. McHugh Secretary Vice President of Goldman,
Sachs & Co.
</TABLE>
SCHEDULE II-B
-------------
The name, business address, present principal
occupation of each director and executive officer of GS Advisors,
Inc., the sole general partner of GS Advisors, L.P., which is the
sole general partner of GS Capital Partners,L.P., are set forth
below.
The business address for all the executive officers and
directors listed below except Henry Cornell is 85 Broad Street,
New York, New York 10004. The business address of Henry Cornell
is 3 Garden Road, Hong Kong.
All executive officers and directors listed below are
United States citizens.
<TABLE>
<CAPTION>
Name and Business Address Position Present Principal Occupation
- ------------------------- --------- ----------------------------
<S> <C> <C>
Richard A. Friedman Director/President General Partner of Goldman,
Sachs & Co.
Terence M. O'Toole Director/President General Partner of Goldman,
Sachs & Co.
Carla H. Skodinski Vice Vice President of Goldman,
President/Secretary Sachs & Co.
Elizabeth S. Cogan Treasurer Vice President of Goldman,
Sachs & Co.
James B. McHugh Assistant Secretary Vice President of Goldman,
Sachs & Co.
Joseph H. Gleberman Director/Vice General Partner of Goldman,
President Sachs & Co.
Henry Cornell Vice President General Partner of Goldman,
Sachs & Co.
Barry S. Volpert Director/Vice General Partner of Goldman,
President Sachs & Co.
</TABLE>
SCHEDULE III
------------
In settlement of SEC Administrative Proceeding File No.
3-7646 In the Matter of the Distribution of Securities Issued by
Certain Government Sponsored Enterprises, Goldman, Sachs & Co.,
(the "Firm") without admitting or denying the findings consented
to the entry of an Order dated January 16, 1992 along with
numerous other securities firms. The SEC found that the Firm in
connection with its participation in the primary distributions of
certain unsecured debt securities issued by Government Sponsored
Enterprises ("GSEs") made and kept certain records that did not
accurately reflect the Firm's customers' orders for GSEs'
securities and/or offers, purchases or sales by the Firm of the
GSEs' securities effected by the Firm in violation of Section
17(a) of the Exchange Act and 17 C.F.R. 240.17a-3 and 240.17a-
4.
The Firm was ordered to cease and desist from
committing or causing future violations of the aforementioned
sections of the Exchange Act in connection with any primary
distributions of unsecured debt securities issued by the GSEs,
pay a civil money penalty to the United States Treasury in the
amount of $100,000 and maintain policies and procedures
reasonably designed to ensure the Firm's future compliance with
the aforementioned sections of the Exchange Act in connection
with any primary distributions of unsecured debt securities
issued by the GSEs.
In SEC Administrative Proceeding File No.3-8282 In the
Matter of Goldman, Sachs & Co., the Firm without admitting or
denying the allegations settled administrative proceedings
involving alleged books and records and supervisory violations
relating to eleven trades in the secondary markets for U.S.
Treasury securities in 1985 and 1986. The SEC alleged that the
Firm had failed to maintain certain records required pursuant to
Section 17(a) of the Exchange Act and had also failed to
supervise activities relating to the aforementioned trades in
violation of Section 15(b)(4)(E) of the Exchange Act.
The Firm was ordered to cease and desist from
committing or causing any violation of the aforementioned
sections of the Exchange Act, pay a civil money penalty to the
SEC in the amount of $250,000 and establish policies and
procedures reasonably designed to assure compliance with Section
17(a) of the Exchange Act and Rules 17a-3 and 17a-4 thereunder.
SCHEDULE IV
-----------
<TABLE>
<CAPTION>
Neuromedical Systems, Inc.
- --------------------------
Ref. No. Purchase Sales Price Trade Date Settle Date
- -------- -------- ------ ------ ---------- ----------
<S> <C> <C> <C> <C> <C>
0528-280447-12 300 17 28-May-96 31-May-96
0528-280448-12 300 17 28-May-96 31-May-96
0625-270790-12 2,000 17 25-Jun-96 28-Jun-96
0628-271009-12 2,000 15 3/4 28-Jun-96 3-Jul-96
0517-100538-12 1,000 19 17-May-96 22-May-96
0528-140577-12 2,000 17.475 28-May-96 31-May-96
0510-140444-12 3,000 20 7/8 10-May-96 15-May-96
0626-140640-12 5,000 16 7/8 26-Jun-96 1-Jul-96
0627-140709-12 2,000 14 3/8 27-Jun-96 2-Jul-96
0528-140581-12 5,000 18 3/8 28-May-96 31-May-96
0528-140582-12 2,500 18 1/8 28-May-96 31-May-96
0528-140583-12 2,500 17 3/4 28-May-96 31-May-96
0528-140584-12 5,000 17 7/8 28-May-96 31-May-96
0627-140580-12 5,000 15.725 27-Jun-96 2-Jul-96
0528-140571-12 2,000 17.475 28-May-96 31-May-96
0603-140421-12 900 17 7/16 3-Jun-96 6-Jun-96
0528-140572-12 2,000 17.475 28-May-96 31-May-96
0611-140513-12 2,000 17.5 11-Jun-96 14-Jun-96
0603-140422-12 1,000 17 7/16 3-Jun-96 6-Jun-96
0611-140465-12 2,000 17 1/4 11-Jun-96 14-Jun-96
0603-140423-12 700 17 7/16 3-Jun-96 6-Jun-96
0627-140436-12 1,500 14 7/8 27-Jun-96 2-Jul-96
0531-140403-12 1,000 17 1/4 31-May-96 5-Jun-96
0528-140429-12 3,000 17 3/4 28-May-96 31-May-96
0607-140514-12 2,500 17 1/5 7-Jun-96 12-Jun-96
0617-140434-12 2,000 17.975 17-Jun-96 20-Jun-96
0603-140420-12 1,600 17 7/16 3-Jun-96 6-Jun-96
0528-140574-12 2,000 17 19/40 28-May-96 31-May-96
0528-140576-12 2,000 17.475 28-May-96 31-May-96
0528-140575-12 2,000 17.475 28-May-96 31-May-96
0514-140437-12 2,000 20 7/8 14-May-96 17-May-96
0528-140561-12 1,000 17.525 28-May-96 31-May-96
0501-140560-12 2,000 20 7/8 1-May-96 6-May-96
0528-140540-12 1,000 17.6 28-May-96 31-May-96
0528-140541-12 1,500 17.35 28-May-96 31-May-96
0528-140542-12 1,000 17.1 28-May-96 31-May-96
0627-140705-12 1,000 16 27-Jun-96 2-Jul-96
0528-140573-12 2,000 17.475 28-May-96 31-May-96
0529-140527-12 1,000 17 7/8 29-May-96 3-Jun-96
0607-140472-12 2,000 17 1/4 7-Jun-96 12-Jun-96
0606-140490-12 5,000 17 3/8 6-Jun-96 11-Jun-96
0521-140514-12 3,000 19 1/16 21-May-96 24-May-96
0521-140515-12 5,000 18.95 21-May-96 24-May-96
0606-140454-12 2,500 17 3/8 6-Jun-96 11-Jun-96
0625-140440-12 1,400 16.975 25-Jun-96 28-Jun-96
0620-140497-12 2,000 17 1/4 20-Jun-96 25-Jun-96
0530-200326-12 300 17 3/8 30-May-96 4-Jun-96
0531-200333-12 500 16 3/4 31-May-96 5-Jun-96
0606-260822-12 1,000 16 3/4 6-Jun-96 11-Jun-96
0528-260974-12 5,000 17 1/8 28-May-96 31-May-96
0528-260975-12 10,000 17 1/4 28-May-96 31-May-96
0528-260976-12 5,000 17 3/8 28-May-96 31-May-96
0603-260579-12 10,000 17 5/8 3-Jun-96 6-Jun-96
0528-260975-12 5,000 17 3/8 29-May-96 31-May-96
0529-260975-12 10,000 17 5/8 3-Jun-96 6-Jun-96
0613-270992-12 5,000 17 1/2 13-Jun-96 18-Jun-96
0613-270990-12 10,000 17 1/2 13-Jun-96 18-Jun-96
0611-271087-12 4,000 17 1/4 11-Jun-96 14-Jun-96
0612-270917-12 2,000 17 1/2 12-Jun-96 17-Jun-96
0613-271001-12 1,000 17 1/2 13-Jun-96 18-Jun-96
0615-270820-12 1,000 17 7/8 17-Jun-96 20-Jun-96
0604-271236-12 3,000 17 1/4 4-Jun-96 7-Jun-96
0612-270920-12 2,000 17 1/2 12-Jun-96 17-Jun-96
0613-271003-12 1,000 17 1/2 13-Jun-96 18-Jun-96
0614-270721-12 15,000 17 3/4 14-Jun-96 19-Jun-96
0612-271049-12 7,000 Cxl 17.452 12-Jun-96 17-Jun-96
0613-999693-12 7,000 17.452 12-Jun-96 17-Jun-96
0502-270993-12 2,000 19 5/8 2-May-96 7-May-96
0531-270790-12 3,000 17.2083 31-May-96 5-Jun-96
0611-271089-12 3,000 17 1/4 11-Jun-96 14-Jun-96
0612-270919-12 2,000 17 1/2 12-Jun-96 17-Jun-96
0613-271002-12 1,000 17 1/2 13-Jun-96 18-Jun-96
0531-270789-12 2,000 17.2083 31-May-96 5-Jun-96
0605-271050-12 2,000 17.4188 5-Jun-96 10-Jun-96
0613-271010-12 1,000 17 1/2 13-Jun-96 18-Jun-96
0615-270826-12 1,000 17 7/8 17-Jun-96 20-Jun-96
0611-271091-12 4,000 17 1/4 11-Jun-96 14-Jun-96
0613-271005-12 1,000 17 1/2 13-Jun-96 18-Jun-96
0615-270822-12 1,000 17 7/8 17-Jun-96 20-Jun-96
0611-271090-12 4,000 17 1/4 11-Jun-96 14-Jun-96
0612-270921-12 3,000 17 1/2 12-Jun-96 17-Jun-96
0613-271004-12 1,000 17 1/2 13-Jun-96 18-Jun-96
0626-270607-12 1,500 16 3/8 26-Jun-96 1-Jul-96
0626-270932-12 2,000 16 3/8 26-Jun-96 1-Jul-96
0611-271094-12 4,000 17 1/4 11-Jun-96 14-Jun-96
0612-270925-12 3,000 17 1/2 12-Jun-96 17-Jun-96
0613-271008-12 1,000 17 1/2 13-Jun-96 18-Jun-96
0604-271233-12 2,000 17 1/4 4-Jun-96 7-Jun-96
0605-271056-12 3,000 17.4188 5-Jun-96 10-Jun-96
0613-270970-12 2,500 17 1/8 13-Jun-96 18-Jun-96
0614-270566-12 500 17 1/2 14-Jun-96 19-Jun-96
0605-271051-12 3,000 17.4188 5-Jun-96 10-Jun-96
0611-271095-12 2,000 17 1/4 11-Jun-96 14-Jun-96
0613-271012-12 1,000 17 1/2 13-Jun-96 18-Jun-96
0615-270827-12 1,000 17 7/8 17-Jun-96 20-Jun-96
0605-270155-12 2,000 17 1/4 4-Jun-96 7-Jun-96
0615-270825-12 1,000 17 7/8 17-Jun-96 20-Jun-96
0611-271088-12 4,000 17 1/4 11-Jun-96 14-Jun-96
0612-270918-12 2,000 17 1/2 12-Jun-96 17-Jun-96
0606-270837-12 1,000 16 3/4 6-Jun-96 11-Jun-96
0606-271083-12 3,000 17 3/8 6-Jun-96 11-Jun-96
0612-270928-12 1,000 17 1/2 12-Jun-96 17-Jun-96
0612-271047-12 7,000 17.452 12-Jun-96 17-Jun-96
0611-271098-12 3,000 17 1/4 11-Jun-96 14-Jun-96
0613-271016-12 1,000 17 1/2 13-Jun-96 18-Jun-96
0521-270911-12 5,000 19 21-May-96 24-May-96
0521-270912-12 5,000 18 7/8 21-May-96 24-May-96
0606-270600-12 10,000 17 1/8 6-Jun-96 11-Jun-96
0605-271052-12 3,000 17.4188 5-Jun-96 10-Jun-96
0605-271053-12 3,000 17.4188 5-Jun-96 10-Jun-96
0612-270922-12 1,000 17 1/2 12-Jun-96 17-Jun-96
0625-270788-12 1,000 17 25-Jun-96 28-Jun-96
0604-271235-12 3,000 17 1/4 4-Jun-96 7-Jun-96
0605-271054-12 2,000 17.4188 5-Jun-96 10-Jun-96
0612-270923-12 2,000 17 1/2 12-Jun-96 17-Jun-96
0604-271234-12 3,000 17 1/4 4-Jun-96 7-Jun-96
0605-271055-12 2,000 17.4188 5-Jun-96 10-Jun-96
0612-270924-12 2,000 17 1/2 12-Jun-96 17-Jun-96
0605-271064-12 3,000 17.4188 5-Jun-96 10-Jun-96
0613-271017-12 2,000 17 1/2 13-Jun-96 18-Jun-96
0612-271045-12 7,500 17.452 12-Jun-96 17-Jun-96
0612-271044-12 7,500 17.452 12-Jun-96 17-Jun-96
0612-270926-12 3,000 17.475 12-Jun-96 17-Jun-96
0613-271009-12 1,000 17.475 13-Jun-96 18-Jun-96
0615-270824-12 2,000 17 7/8 17-Jun-96 20-Jun-96
0613-271011-12 3,000 17 1/2 13-Jun-96 18-Jun-96
0614-270720-12 2,500 17 3/4 14-Jun-96 19-Jun-96
0604-271229-12 3,000 17 1/4 4-Jun-96 7-Jun-96
0606-271082-12 1,000 17 3/8 6-Jun-96 11-Jun-96
0611-271097-12 1,000 17 1/4 11-Jun-96 14-Jun-96
0613-271015-12 1,000 17 1/2 13-Jun-96 18-Jun-96
0615-270831-12 2,000 17 7/8 17-Jun-96 20-Jun-96
0613-270991-12 10,000 17 1/2 13-Jun-96 18-Jun-96
0605-271063-12 3,000 Cxl 17.4188 5-Jun-96 10-Jun-96
0610-999060-12 3,000 17.4188 5-Jun-96 10-Jun-96
0612-271046-12 10,000 17.452 12-Jun-96 17-Jun-96
0604-271231-12 8,000 17.175 4-Jun-96 7-Jun-96
0610-270673-12 1,000 17.425 10-Jun-96 13-Jun-96
0611-271092-12 3,000 17.175 11-Jun-96 14-Jun-96
0613-271006-12 3,000 17 1/2 13-Jun-96 18-Jun-96
0615-270823-12 1,000 17 7/8 17-Jun-96 20-Jun-96
0627-270658-12 3,000 Cxl 15.3 27-Jun-96 2-Jul-96
0626-270929-12 3,000 16.3 26-Jun-96 1-Jul-96
0628-270152-12 1,500 15.3 27-Jun-96 2-Jul-96
0626-270897-12 3,000 16.3 26-Jun-96 1-Jul-96
0628-270151-12 1,500 15.3 27-Jun-96 2-Jul-96
0611-271096-12 3,000 17 1/4 11-Jun-96 14-Jun-96
0615-270830-12 1,000 17 7/8 17-Jun-96 20-Jun-96
0612-271048-12 7,000 17.452 12-Jun-96 17-Jun-96
0614-270718-12 5,000 17.685 14-Jun-96 19-Jun-96
0510-271130-12 2,500 20 3/8 10-May-96 15-May-96
0510-271131-12 1,000 20 1/2 10-May-96 15-May-96
0614-270722-12 7,500 17 3/4 14-Jun-96 19-Jun-96
0605-271057-12 10,000 17.3738 5-Jun-96 10-Jun-96
0614-270860-12 2,500 Cxl 17.705 14-Jun-96 19-Jun-96
0614-270861-12 2,500 Cxl 17.7 14-Jun-96 19-Jun-96
0617-999385-12 2,500 17.705 14-Jun-96 19-Jun-96
0617-999386-12 2,500 17.7 14-Jun-96 19-Jun-96
0627-280486-12 2,000 15 5/8 27-Jun-96 2-Jul-96
0515-280434-12 1,750 20.2 15-May-96 20-May-96
0522-280494-12 1,000 19 22-May-96 28-May-96
0617-280418-12 200 17 1/2 17-Jun-96 20-Jun-96
0508-280434-12 4,000 19 5/8 8-May-96 13-May-96
0522-280495-12 2,000 19 22-May-96 28-May-96
0619-280534-12 6,000 17 1/2 19-Jun-96 24-Jun-96
0619-280529-12 10,000 17 1/2 19-Jun-96 24-Jun-96
0618-999386-12 10,000 17 1/2 12-Jun-96 17-Jun-96
0627-280487-12 2,000 15 5/8 27-Jun-96 2-Jul-96
0619-280530-12 5,000 17 1/2 19-Jun-96 24-Jun-96
0612-280467-12 10,000 17 1/2 12-Jun-96 17-Jun-96
0612-280468-12 10,000 17 1/2 12-Jun-96 17-Jun-96
0612-280465-12 50,000 17 1/2 12-Jun-96 17-Jun-96
0612-280466-12 20,000 17 1/2 12-Jun-96 17-Jun-96
0619-280531-12 5,000 17 1/2 19-Jun-96 24-Jun-96
0619-280532-12 1,000 17 1/2 19-Jun-96 24-Jun-96
0619-280533-12 10,000 17 1/2 19-Jun-96 24-Jun-96
0625-334216-12 7,500 16 5/8 25-Jun-96 28-Jun-96
0625-334217-12 5,000 16 3/4 25-Jun-96 28-Jun-96
0627-334164-12 Cxl 1,000 14 1/2 27-Jun-96 2-Jul-96
0628-334049-12 Cxl 1,000 14 1/2 27-Jun-96 2-Jul-96
0701-999313-12 1,000 14 1/2 27-Jun-96 2-Jul-96
0430-020043-12 50 22 1/4 30-Apr-96 3-May-96
0430-020080-12 1,000 22 1/4 30-Apr-96 3-May-96
0430-020252-12 1,000 22 1/2 30-Apr-96 3-May-96
0430-020271-12 1,000 22 3/8 30-Apr-96 3-May-96
0430-020334-12 1,000 21 7/8 30-Apr-96 3-May-96
0430-020993-12 16,000 21 15/16 30-Apr-96 3-May-96
0430-021414-12 1,000 22 30-Apr-96 3-May-96
0430-021526-12 25,000 21 15/16 30-Apr-96 3-May-96
0430-022886-12 100 22 1/8 30-Apr-96 3-May-96
0430-023066-12 400 21 7/8 30-Apr-96 3-May-96
0430-023276-12 20,000 22 30-Apr-96 3-May-96
0430-023285-12 2,500 22 30-Apr-96 3-May-96
0430-023408-12 4,000 21 7/8 30-Apr-96 3-May-96
0430-023413-12 300 21 15/16 30-Apr-96 3-May-96
0430-023414-12 6,000 21 15/16 30-Apr-96 3-May-96
0430-023415-12 6,000 21 7/8 30-Apr-96 3-May-96
0430-023425-12 700 21 7/8 30-Apr-96 3-May-96
0430-023439-12 2,500 21 7/8 30-Apr-96 3-May-96
0430-023444-12 2,000 21 7/8 30-Apr-96 3-May-96
0430-023446-12 1,000 21 7/8 30-Apr-96 3-May-96
0430-023447-12 1,000 21 7/8 30-Apr-96 3-May-96
0430-023469-12 20,000 21 3/4 30-Apr-96 3-May-96
0430-023627-12 2,000 21 7/8 30-Apr-96 3-May-96
0430-023634-12 1,100 21 7/8 30-Apr-96 3-May-96
0430-023670-12 300 21 3/4 30-Apr-96 3-May-96
0430-023685-12 100 22 30-Apr-96 3-May-96
0430-112666-13 6,000 22 30-Apr-96 3-May-96
0430-113025-13 7,900 21.8571 30-Apr-96 3-May-96
0430-113026-13 7,900 21.8571 30-Apr-96 3-May-96
0430-113027-13 5,300 21.8571 30-Apr-96 3-May-96
0430-113028-13 9,500 21.8571 30-Apr-96 3-May-96
0430-113029-13 21,400 21.8571 30-Apr-96 3-May-96
0430-113030-13 12,400 21.8571 30-Apr-96 3-May-96
0430-113031-13 2,600 21.8571 30-Apr-96 3-May-96
0430-113032-13 3,000 21.8571 30-Apr-96 3-May-96
0430-113497-13 Cxl 6,000 22 30-Apr-96 3-May-96
0430-206223-13 5,000 22.0313 30-Apr-96 3-May-96
0430-260683-13 10,000 21 7/8 30-Apr-96 3-May-96
0501-021227-12 2,000 21 3/4 1-May-96 6-May-96
0501-021328-12 2,500 21 3/4 1-May-96 6-May-96
0501-021552-12 1,000 21 1/4 1-May-96 6-May-96
0501-021623-12 1,000 21 1-May-96 6-May-96
0501-021677-12 1,000 20 1/4 1-May-96 6-May-96
0501-021732-12 1,000 20 3/8 1-May-96 6-May-96
0501-021764-12 5,000 20 1/4 1-May-96 6-May-96
0501-021878-12 1,000 20 3/4 1-May-96 6-May-96
0501-022410-12 1,000 21 1-May-96 6-May-96
0501-022465-12 10,000 20 7/8 1-May-96 6-May-96
0501-022799-12 2,100 21 1-May-96 6-May-96
0501-023571-12 2,000 20 1/2 1-May-96 6-May-96
0501-023577-12 1,000 20 1/2 1-May-96 6-May-96
0501-023585-12 1,000 20 1/2 1-May-96 6-May-96
0501-023590-12 1,000 20 1/2 1-May-96 6-May-96
0501-023804-12 59 20 1/4 1-May-96 6-May-96
0501-024009-12 3,500 20 1/8 1-May-96 6-May-96
0501-024054-12 5,000 20 1/8 1-May-96 6-May-96
0501-024301-12 1,000 20 1-May-96 6-May-96
0501-024543-12 1,500 20 1/8 1-May-96 6-May-96
0501-024567-12 1,100 20 1/8 1-May-96 6-May-96
0501-024569-12 70 20 1/8 1-May-96 6-May-96
0501-024573-12 700 20 1/8 1-May-96 6-May-96
0501-100367-13 17,700 21 1-May-96 6-May-96
0501-100368-13 1,200 21 1-May-96 6-May-96
0501-100369-13 3,100 21 1-May-96 6-May-96
0501-112607-13 5,000 20 3/4 1-May-96 6-May-96
0501-112728-13 1,500 20 1/4 1-May-96 6-May-96
0501-112729-13 1,300 20 1/4 1-May-96 6-May-96
0501-112730-13 600 20 1/4 1-May-96 6-May-96
0501-112731-13 100 20 1/4 1-May-96 6-May-96
0501-112732-13 100 20 1/4 1-May-96 6-May-96
0501-112733-13 100 20 1/4 1-May-96 6-May-96
0501-112734-13 500 20 1/4 1-May-96 6-May-96
0501-112735-13 1,600 20 1/4 1-May-96 6-May-96
0501-112736-13 1,100 20 1/4 1-May-96 6-May-96
0501-112737-13 1,900 20 1/4 1-May-96 6-May-96
0501-112738-13 200 20 1/4 1-May-96 6-May-96
0501-112739-13 1,000 20 1/4 1-May-96 6-May-96
0501-113349-13 4,800 20.6395 1-May-96 6-May-96
0501-113350-13 4,800 20.6395 1-May-96 6-May-96
0501-113351-13 3,200 20.6395 1-May-96 6-May-96
0501-113352-13 5,900 20.6395 1-May-96 6-May-96
0501-113353-13 13,300 20.6395 1-May-96 6-May-96
0501-113354-13 7,700 20.6395 1-May-96 6-May-96
0501-113355-13 1,600 20.6395 1-May-96 6-May-96
0501-113356-13 1,800 20.6395 1-May-96 6-May-96
0501-140481-13 1,000 20 15/16 1-May-96 6-May-96
0501-140504-13 1,000 20 1-May-96 6-May-96
0501-140507-13 1,000 20 1-May-96 6-May-96
0501-140560-13 2,000 20 7/8 1-May-96 6-May-96
0501-280401-13 200 20 1-May-96 6-May-96
7501-334123-13 1,000 20 3/8 1-May-96 6-May-96
0502-021229-12 10,000 20 1/16 2-May-96 7-May-96
0502-022431-12 5,000 20 1/16 2-May-96 7-May-96
0502-022646-12 5,000 20 1/8 2-May-96 7-May-96
0502-023001-12 15,000 20 3/16 2-May-96 7-May-96
0502-023970-12 15,000 19 13/16 2-May-96 7-May-96
0502-024913-12 1,000 20 2-May-96 7-May-96
0502-025028-12 100 19 7/8 2-May-96 7-May-96
0502-100856-13 500 20 1/8 2-May-96 7-May-96
0502-100857-13 1,600 20 1/8 2-May-96 7-May-96
0502-100858-13 7,900 20 1/8 2-May-96 7-May-96
0502-112164-13 5,000 20 1/8 2-May-96 7-May-96
0502-113479-13 10,000 19 3/4 2-May-96 7-May-96
0502-113518-13 50,000 20.1786 2-May-96 7-May-96
0502-113519-13 2,500 20.1786 2-May-96 7-May-96
0502-113585-13 4,500 19.9844 2-May-96 7-May-96
0502-113586-13 4,500 19.9844 2-May-96 7-May-96
0502-113587-13 3,000 19.9844 2-May-96 7-May-96
0502-113588-13 5,400 19.9844 2-May-96 7-May-96
0502-113589-13 12,400 19.9844 2-May-96 7-May-96
0502-113590-13 7,100 19.9844 2-May-96 7-May-96
0502-113591-13 1,400 19.9844 2-May-96 7-May-96
0502-113592-13 1,700 19.9844 2-May-96 7-May-96
0502-270993-13 2,000 19 5/8 2-May-96 7-May-96
0503-021497-12 1,400 19 3/4 3-May-96 8-May-96
0503-021511-12 1,600 19 3/4 3-May-96 8-May-96
0503-021523-12 1,400 19 3/4 3-May-96 8-May-96
0503-021526-12 3,600 19 3/4 3-May-96 8-May-96
0503-022183-12 2,500 19 3/4 3-May-96 8-May-96
0503-022547-12 1,300 19 11/16 3-May-96 8-May-96
0503-022559-12 3,000 19 11/16 3-May-96 8-May-96
0503-022629-12 700 19 11/16 3-May-96 8-May-96
0503-023571-12 200 19 3/4 3-May-96 8-May-96
0503-024568-12 100 19 3/4 3-May-96 8-May-96
0503-024776-12 100 19 3/4 3-May-96 8-May-96
0503-024907-12 700 19 3/4 3-May-96 8-May-96
0503-025141-12 4,400 19 11/16 3-May-96 8-May-96
0503-100784-13 312 Cxl 102 3-May-96 8-May-96
0503-113840-13 15,000 19 5/8 3-May-96 8-May-96
0503-140560-13 500 20 3-May-96 8-May-96
0503-280507-13 5,000 19.85 3-May-96 8-May-96
0506-020276-12 1,000 19 7/8 6-May-96 9-May-96
0506-020775-12 1,000 19 3/8 6-May-96 9-May-96
0506-021327-12 2,000 19 1/2 6-May-96 9-May-96
0506-022945-12 1,000 19 1/8 6-May-96 9-May-96
0506-022947-12 1,000 19 1/8 6-May-96 9-May-96
0506-022950-12 2,000 19 6-May-96 9-May-96
0506-022951-12 1,000 19 6-May-96 9-May-96
0506-022952-12 1,000 19 6-May-96 9-May-96
0506-024103-12 1,000 19 1/8 6-May-96 9-May-96
0506-024119-12 1,000 19 1/8 6-May-96 9-May-96
0506-024123-12 5,000 19 6-May-96 9-May-96
0506-024124-12 1,000 19 3/8 6-May-96 9-May-96
0506-024139-12 1,000 19 3/8 6-May-96 9-May-96
0506-024144-12 25,000 19 3/8 6-May-96 9-May-96
0506-024157-12 10,600 19 1/4 6-May-96 9-May-96
0506-024226-12 5,000 19 3/8 6-May-96 9-May-96
0506-024273-12 1,000 19 5/8 6-May-96 9-May-96
0506-024286-12 35,000 19 5/8 6-May-96 9-May-96
0506-024413-12 2,500 19 1/2 6-May-96 9-May-96
0506-024415-12 2,500 19 1/2 6-May-96 9-May-96
0506-101120-13 1,400 19.205 6-May-96 9-May-96
0506-101121-13 5,300 19.205 6-May-96 9-May-96
0506-101122-13 20,100 19.205 6-May-96 9-May-96
0506-101123-13 100 Cxl 19.205 6-May-96 9-May-96
0506-101124-13 600 19.205 6-May-96 9-May-96
0506-113430-13 27,500 19.364 6-May-96 9-May-96
0506-113986-13 27,500 Cxl 19.3295 6-May-96 9-May-96
0506-260625-13 400 19 1/2 6-May-96 9-May-96
0507-112103-13 3,100 19.3295 6-May-96 9-May-96
0507-112104-13 3,100 19.3295 6-May-96 9-May-96
0507-112105-13 2,100 19.3295 6-May-96 9-May-96
0507-112106-13 3,800 19.3295 6-May-96 9-May-96
0507-112107-13 8,300 19.3295 6-May-96 9-May-96
0507-112108-13 4,900 19.3295 6-May-96 9-May-96
0507-112109-13 1,000 19.3295 6-May-96 9-May-96
0507-112110-13 1,200 19.3295 6-May-96 9-May-96
0507-999590-13 100 19.205 6-May-96 9-May-96
0507-016550-13 1,000 19 3/8 7-May-96 10-May-96
0507-020062-12 1,000 19 5/8 7-May-96 10-May-96
0507-020111-12 1,000 19 5/8 7-May-96 10-May-96
0507-020502-12 1,000 19 5/8 7-May-96 10-May-96
0507-021339-12 2,900 19 1/2 7-May-96 10-May-96
0507-022027-12 8,000 19 5/8 7-May-96 10-May-96
0507-022103-12 2,000 19 1/2 7-May-96 10-May-96
0507-022148-12 10,000 19 9/16 7-May-96 10-May-96
0507-022161-12 2,000 19 1/2 7-May-96 10-May-96
0507-023088-12 7,500 19 9/16 7-May-96 10-May-96
0507-023147-12 2,000 19 1/2 7-May-96 10-May-96
0507-023148-12 11,400 19 1/2 7-May-96 10-May-96
0507-023184-12 2,000 19 1/2 7-May-96 10-May-96
0507-023198-12 4,000 19 1/2 7-May-96 10-May-96
0507-023230-12 1,000 19 1/2 7-May-96 10-May-96
0507-023231-12 9,000 19 1/2 7-May-96 10-May-96
0507-023234-12 1,000 19 1/2 7-May-96 10-May-96
0507-023248-12 2,500 19 7/16 7-May-96 10-May-96
0507-023276-12 1,000 19 1/2 7-May-96 10-May-96
0507-023280-12 9,000 19 1/2 7-May-96 10-May-96
0507-023294-12 1,000 19 1/2 7-May-96 10-May-96
0507-023385-12 10,000 19 1/2 7-May-96 10-May-96
0507-023391-12 2,000 19 1/2 7-May-96 10-May-96
0507-023418-12 10,000 19 1/2 7-May-96 10-May-96
0507-023440-12 5,500 19 7/16 7-May-96 10-May-96
0507-023773-12 600 19 1/2 7-May-96 10-May-96
0507-023774-12 8,600 19 1/2 7-May-96 10-May-96
0507-023997-12 2,000 19 1/2 7-May-96 10-May-96
0507-024152-12 11,000 19 7/16 7-May-96 10-May-96
0507-024320-12 4,500 19 1/2 7-May-96 10-May-96
0507-024341-12 500 19 1/2 7-May-96 10-May-96
0507-024377-12 2,000 19 7/16 7-May-96 10-May-96
0507-024379-12 400 19 7/16 7-May-96 10-May-96
0507-100448-13 1,200 19 5/8 7-May-96 10-May-96
0507-100449-13 6,500 19 5/8 7-May-96 10-May-96
0507-100881-13 1,000 19.458 7-May-96 10-May-96
0507-100882-13 3,800 19.458 7-May-96 10-May-96
0507-100883-13 100 19.458 7-May-96 10-May-96
0507-100884-13 15,100 19.458 7-May-96 10-May-96
0507-112840-13 32,500 19.4 7-May-96 10-May-96
0507-113651-13 32,500 Cxl 19.4 7-May-96 10-May-96
0507-206024-13 2,000 19 5/8 7-May-96 10-May-96
0507-723065-13 1,000 19 1/2 7-May-96 10-May-96
0508-112238-13 3,600 19.4 7-May-96 10-May-96
0508-112239-13 3,700 19.4 7-May-96 10-May-96
0508-112240-13 2,400 19.4 7-May-96 10-May-96
0508-112241-13 4,400 19.4 7-May-96 10-May-96
0508-112242-13 10,100 19.4 7-May-96 10-May-96
0508-112243-13 5,700 19.4 7-May-96 10-May-96
0508-112244-13 1,200 19.4 7-May-96 10-May-96
0508-112245-13 1,400 19.4 7-May-96 10-May-96
7507-334384-13 24,500 Cxl 19.398 7-May-96 10-May-96
7508-334005-13 16,000 19.398 7-May-96 10-May-96
7508-334006-13 6,000 19.398 7-May-96 10-May-96
7508-334007-13 2,500 19.398 7-May-96 10-May-96
0508-017055-13 750 19 1/2 8-May-96 13-May-96
0508-020072-12 100 19 3/4 8-May-96 13-May-96
0508-020073-12 200 19 3/4 8-May-96 13-May-96
0508-022360-12 1,000 19 5/8 8-May-96 13-May-96
0508-022394-12 5,000 19 1/2 8-May-96 13-May-96
0508-022466-12 5,000 19 1/2 8-May-96 13-May-96
0508-022506-12 1,000 20 8-May-96 13-May-96
0508-022548-12 1,500 19 3/4 8-May-96 13-May-96
0508-022549-12 9,100 19 3/4 8-May-96 13-May-96
0508-023063-12 5,000 19 11/16 8-May-96 13-May-96
0508-023071-12 1,200 19 11/16 8-May-96 13-May-96
0508-023072-12 5,000 19 11/16 8-May-96 13-May-96
0508-023097-12 3,800 19 11/16 8-May-96 13-May-96
0508-024069-12 500 19 3/4 8-May-96 13-May-96
0508-024073-12 5,000 19 3/4 8-May-96 13-May-96
0508-024124-12 500 19 3/4 8-May-96 13-May-96
0508-101087-13 1,400 19.602 8-May-96 13-May-96
0508-101088-13 5,200 19.602 8-May-96 13-May-96
0508-101089-13 100 19.602 8-May-96 13-May-96
0508-101090-13 20,450 19.602 8-May-96 13-May-96
0508-280434-13 4,000 19 5/8 8-May-96 13-May-96
0509-020743-12 1,000 19 7/8 9-May-96 14-May-96
0509-021684-12 25,000 19 3/4 9-May-96 14-May-96
0509-022333-12 5,000 19 13/16 9-May-96 14-May-96
0509-023655-12 7,000 19 13/16 9-May-96 14-May-96
0509-023664-12 1,000 19 13/16 9-May-96 14-May-96
0509-023665-12 15,000 19 13/16 9-May-96 14-May-96
0509-023944-12 10,000 20 9-May-96 14-May-96
0509-024144-12 15,000 20 9-May-96 14-May-96
0509-024527-12 6,000 20 3/16 9-May-96 14-May-96
0509-100618-13 1,200 19 3/4 9-May-96 14-May-96
0509-100619-13 4,200 19 3/4 9-May-96 14-May-96
0509-100620-13 100 19 3/4 9-May-96 14-May-96
0509-100621-13 16,500 19 3/4 9-May-96 14-May-96
0510-020051-12 100 20 3/8 10-May-96 15-May-96
0510-020052-12 200 20 3/8 10-May-96 15-May-96
0510-021280-12 5,000 20 3/8 10-May-96 15-May-96
0510-021479-12 2,000 20 3/8 10-May-96 15-May-96
0510-021625-12 10,000 20 1/4 10-May-96 15-May-96
0510-021838-12 1,000 20 5/8 10-May-96 15-May-96
0510-021840-12 1,000 20 3/4 10-May-96 15-May-96
0510-021890-12 1,000 20 7/8 10-May-96 15-May-96
0510-022324-12 3,000 20 7/8 10-May-96 15-May-96
0510-022811-12 5,000 20 11/16 10-May-96 15-May-96
0510-022812-12 1,000 20 11/16 10-May-96 15-May-96
0510-022820-12 3,000 20 7/8 10-May-96 15-May-96
0510-022829-12 2,300 20 11/16 10-May-96 15-May-96
0510-022830-12 500 20 11/16 10-May-96 15-May-96
0510-022846-12 2,000 20 11/16 10-May-96 15-May-96
0510-022857-12 1,000 20 1/2 10-May-96 15-May-96
0510-023479-12 3,000 20 5/8 10-May-96 15-May-96
0510-140444-13 3,000 20 7/8 10-May-96 15-May-96
0510-271130-13 2,500 20 3/8 10-May-96 15-May-96
0510-271131-13 1,000 20 1/2 10-May-96 15-May-96
0510-334339-13 2,000 20 1/2 10-May-96 15-May-96
0510-334340-13 3,000 20 3/8 10-May-96 15-May-96
7510-334247-13 2,000 20 1/4 10-May-96 15-May-96
0513-012999-12 1,000 20 3/4 13-May-96 16-May-96
0513-020693-12 599 20 5/8 13-May-96 16-May-96
0513-022303-12 1,700 20 5/8 13-May-96 16-May-96
0513-022559-12 5,000 20 1/2 13-May-96 16-May-96
0513-022981-12 5,000 20 3/4 13-May-96 16-May-96
0513-023496-12 5,000 20 7/8 13-May-96 16-May-96
0513-024558-12 500 21 13-May-96 16-May-96
0513-113193-13 500 20 3/4 13-May-96 16-May-96
0513-113194-13 5,000 20 3/4 13-May-96 16-May-96
0513-140421-13 2,000 20.35 13-May-96 16-May-96
0513-280464-13 6,000 20.975 13-May-96 16-May-96
0513-280465-13 6,000 21.1 13-May-96 16-May-96
0514-022949-12 3,000 20 3/4 14-May-96 17-May-96
0514-023074-12 400 20 1/2 14-May-96 17-May-96
0514-023426-12 1,000 20 3/8 14-May-96 17-May-96
0514-024273-12 1,000 19 7/8 14-May-96 17-May-96
0514-112606-13 100 21 14-May-96 17-May-96
0514-140437-13 2,000 20 7/8 14-May-96 17-May-96
0515-022247-12 2,000 19 3/4 15-May-96 20-May-96
0515-022248-12 1,000 19 13/16 15-May-96 20-May-96
0515-022342-12 300 20 15-May-96 20-May-96
0515-023045-12 2,000 19 3/4 15-May-96 20-May-96
0515-023855-12 50 19 7/8 15-May-96 20-May-96
0515-280434-13 1,750 20.2 15-May-96 20-May-96
0515-290488-13 10,000 19 15/16 15-May-96 20-May-96
0515-290489-13 5,000 20 1/16 15-May-96 20-May-96
0516-021868-12 1,000 19 3/4 16-May-96 21-May-96
0516-022274-12 10,000 19 3/4 16-May-96 21-May-96
0516-023873-12 2,000 19 3/4 16-May-96 21-May-96
0516-023967-12 2,000 19 1/2 16-May-96 21-May-96
0516-290513-13 10,000 19 15/16 16-May-96 21-May-96
0516-290514-13 10,000 19 13/16 16-May-96 21-May-96
0517-016542-13 600 19 17-May-96 22-May-96
0517-020903-12 4,000 19 1/4 17-May-96 22-May-96
0517-021336-12 3,000 19 1/4 17-May-96 22-May-96
0517-021401-12 2,500 19 1/4 17-May-96 22-May-96
0517-022475-12 3,000 19 1/4 17-May-96 22-May-96
0517-100538-13 1,000 19 17-May-96 22-May-96
0517-100604-13 300 19 1/4 17-May-96 22-May-96
0517-140467-13 1,500 19 5/8 17-May-96 22-May-96
0517-290532-13 15,000 19 7/16 17-May-96 22-May-96
0520-020041-12 200 19 5/8 20-May-96 23-May-96
0520-021321-12 10,000 19 5/8 20-May-96 23-May-96
0520-021642-12 100 20 1/8 20-May-96 23-May-96
0520-021755-12 3,000 19 7/8 20-May-96 23-May-96
0520-021767-12 1,000 19 3/4 20-May-96 23-May-96
0520-022653-12 599 20 20-May-96 23-May-96
0520-022922-12 1,500 20 20-May-96 23-May-96
0520-023079-12 3,000 20 20-May-96 23-May-96
0520-023432-12 1,000 19 7/8 20-May-96 23-May-96
0520-023463-12 5,000 19 7/8 20-May-96 23-May-96
0520-023465-12 1,000 19 3/4 20-May-96 23-May-96
0520-023468-12 1,000 19 3/4 20-May-96 23-May-96
0520-100500-13 600 20 1/8 20-May-96 23-May-96
0520-100501-13 1,800 20 1/8 20-May-96 23-May-96
0520-100502-13 200 20 1/8 20-May-96 23-May-96
0520-280430-13 3,500 20.325 20-May-96 23-May-96
0520-280431-13 5,000 20.1 20-May-96 23-May-96
0520-280458-13 1,000 20.325 20-May-96 23-May-96
7520-334101-13 22,500 19 3/4 20-May-96 23-May-96
0521-016827-13 500 18.69 21-May-96 24-May-96
0521-020925-12 100 19 7/8 21-May-96 24-May-96
0521-021566-12 10,000 19 3/4 21-May-96 24-May-96
0521-022260-12 200 19 7/8 21-May-96 24-May-96
0521-022406-12 1,000 19 5/8 21-May-96 24-May-96
0521-022416-12 1,000 19 3/8 21-May-96 24-May-96
0521-022421-12 1,000 19 3/8 21-May-96 24-May-96
0521-022496-12 200 19 1/2 21-May-96 24-May-96
0521-023216-12 1,000 18 7/8 21-May-96 24-May-96
0521-023703-12 35,000 18 5/8 21-May-96 24-May-96
0521-023716-12 3,000 18 7/8 21-May-96 24-May-96
0521-023954-12 9,100 18 7/8 21-May-96 24-May-96
0521-024149-12 10,000 18 3/4 21-May-96 24-May-96
0521-024164-12 7,500 18 5/8 21-May-96 24-May-96
0521-024292-12 3,000 18 5/8 21-May-96 24-May-96
0521-024297-12 1,200 18 5/8 21-May-96 24-May-96
0521-140514-13 3,000 19 1/16 21-May-96 24-May-96
0521-140515-13 5,000 18.95 21-May-96 24-May-96
0521-206147-13 30,000 18 3/4 21-May-96 24-May-96
0521-206296-13 10,500 19 5/8 21-May-96 24-May-96
0521-206297-13 2,000 19 5/8 21-May-96 24-May-96
0521-206545-13 10,000 19 5/8 21-May-96 24-May-96
0521-270911-13 5,000 19 21-May-96 24-May-96
0521-270912-13 5,000 18 7/8 21-May-96 24-May-96
0521-290530-13 5,000 18 13/16 21-May-96 24-May-96
0521-290531-13 10,000 19 15/16 21-May-96 24-May-96
0521-290532-13 10,000 19 13/16 21-May-96 24-May-96
0521-290533-13 5,000 18 15/16 21-May-96 24-May-96
0521-290534-13 20,000 18 13/16 21-May-96 24-May-96
0522-020294-12 7,000 18 5/8 22-May-96 28-May-96
0522-021269-12 10,000 18 3/4 22-May-96 28-May-96
0522-022929-12 1,100 19 22-May-96 28-May-96
0522-023206-12 1,000 18 3/4 22-May-96 28-May-96
0522-023214-12 10,000 18 3/4 22-May-96 28-May-96
0522-101026-13 25,000 Cxl 18 3/4 22-May-96 28-May-96
0522-140419-13 2,000 19 22-May-96 28-May-96
0522-140429-13 3,000 19 22-May-96 28-May-96
0522-140481-13 2,000 18 3/4 22-May-96 28-May-96
0522-140495-13 2,500 18 3/4 22-May-96 28-May-96
0522-140496-13 2,000 18 5/8 22-May-96 28-May-96
0522-270568-13 400 18 1/2 22-May-96 28-May-96
0522-280419-13 5,000 18.975 22-May-96 28-May-96
0522-280494-13 1,000 19 22-May-96 28-May-96
0522-280495-13 2,000 19 22-May-96 28-May-96
0522-280503-13 500 18.83 22-May-96 28-May-96
0522-280504-13 2,000 18.95 22-May-96 28-May-96
0522-280505-13 500 18.83 22-May-96 28-May-96
0522-280506-13 2,000 18.95 22-May-96 28-May-96
0522-280558-13 2,000 18.867 22-May-96 28-May-96
0522-280559-13 3,300 18.867 22-May-96 28-May-96
0522-280560-13 10,700 18.867 22-May-96 28-May-96
0523-100306-13 100 18 3/4 22-May-96 28-May-96
0523-100307-13 100 18 3/4 22-May-96 28-May-96
0523-100308-13 5,400 18 3/4 22-May-96 28-May-96
0523-100309-13 400 18 3/4 22-May-96 28-May-96
0523-100310-13 14,300 18 3/4 22-May-96 28-May-96
0523-100311-13 100 18 3/4 22-May-96 28-May-96
0523-100312-13 400 18 3/4 22-May-96 28-May-96
0523-100313-13 1,800 18 3/4 22-May-96 28-May-96
0523-100314-13 2,300 18 3/4 22-May-96 28-May-96
0523-100315-13 100 18 3/4 22-May-96 28-May-96
0523-021702-12 300 18 5/8 23-May-96 29-May-96
0523-022169-12 100 18 7/8 23-May-96 29-May-96
0523-022449-12 1,000 18 11/16 23-May-96 29-May-96
0523-022996-12 700 18 5/8 23-May-96 29-May-96
0523-023287-12 10,800 18 5/8 23-May-96 29-May-96
0523-200329-13 800 18 3/8 23-May-96 29-May-96
0524-021532-12 100 18 7/8 24-May-96 30-May-96
0524-023533-12 1,300 18 5/8 24-May-96 30-May-96
0528-020071-12 1,000 18 1/4 28-May-96 31-May-96
0528-020248-12 2,000 18 28-May-96 31-May-96
0528-020271-12 735 18 28-May-96 31-May-96
0528-020289-12 2,000 17 3/4 28-May-96 31-May-96
0528-020422-12 7,500 17 1/2 28-May-96 31-May-96
0528-020742-12 2,300 17 5/8 28-May-96 31-May-96
0528-020754-12 10,000 17 5/8 28-May-96 31-May-96
0528-020788-12 10,000 17 5/8 28-May-96 31-May-96
0528-020791-12 5,000 17 5/8 28-May-96 31-May-96
0528-021171-12 2,000 17 5/8 28-May-96 31-May-96
0528-021172-12 3,000 17 5/8 28-May-96 31-May-96
0528-021826-12 1,000 17 1/2 28-May-96 31-May-96
0528-021839-12 8,000 17 1/2 28-May-96 31-May-96
0528-021840-12 2,000 17 3/8 28-May-96 31-May-96
0528-021862-12 1,500 17 1/4 28-May-96 31-May-96
0528-021881-12 1,000 17 28-May-96 31-May-96
0528-021891-12 1,000 17 28-May-96 31-May-96
0528-021911-12 1,000 17 1/16 28-May-96 31-May-96
0528-021913-12 1,000 17 28-May-96 31-May-96
0528-022337-12 2,500 16 7/8 28-May-96 31-May-96
0528-022397-12 3,000 16 3/4 28-May-96 31-May-96
0528-022496-12 5,000 16 7/8 28-May-96 31-May-96
0528-022554-12 5,000 16 3/4 28-May-96 31-May-96
0528-022999-12 12,500 17 28-May-96 31-May-96
0528-023092-12 5,000 17 1/4 28-May-96 31-May-96
0528-023642-12 250 17 3/8 28-May-96 31-May-96
0528-023690-12 3,400 17 3/8 28-May-96 31-May-96
0528-023746-12 1,000 17 1/4 28-May-96 31-May-96
0528-023748-12 1,000 17 1/4 28-May-96 31-May-96
0528-023935-12 250 17 1/4 28-May-96 31-May-96
0528-023988-12 10,000 17 7/16 28-May-96 31-May-96
0528-024020-12 5,000 17 1/2 28-May-96 31-May-96
0528-024031-12 3,700 17 1/2 28-May-96 31-May-96
0528-100759-13 100 17 5/16 28-May-96 31-May-96
0528-100760-13 200 17 5/16 28-May-96 31-May-96
0528-100761-13 12,900 17 5/16 28-May-96 31-May-96
0528-100762-13 900 17 5/16 28-May-96 31-May-96
0528-100763-13 34,700 17 5/16 28-May-96 31-May-96
0528-100764-13 300 17 5/16 28-May-96 31-May-96
0528-100765-13 900 17 5/16 28-May-96 31-May-96
0528-100766-13 4,400 17 5/16 28-May-96 31-May-96
0528-100767-13 5,400 17 5/16 28-May-96 31-May-96
0528-100768-13 200 17 5/16 28-May-96 31-May-96
0528-112525-13 20,000 17 3/4 28-May-96 31-May-96
0528-140429-13 3,000 17 3/4 28-May-96 31-May-96
0528-140458-13 1,000 17.525 28-May-96 31-May-96
0528-140461-13 2,000 17 1/2 28-May-96 31-May-96
0528-140462-13 2,000 17 1/2 28-May-96 31-May-96
0528-140463-13 2,000 17 1/2 28-May-96 31-May-96
0528-140464-13 2,000 17 1/2 28-May-96 31-May-96
0528-140465-13 2,000 17 1/2 28-May-96 31-May-96
0528-140535-13 1,000 17 3/8 28-May-96 31-May-96
0528-140536-13 2,000 17 1/2 28-May-96 31-May-96
0528-140540-13 1,000 17.6 28-May-96 31-May-96
0528-140541-13 1,500 17.35 28-May-96 31-May-96
0528-140542-13 1,000 17.1 28-May-96 31-May-96
0528-140557-13 1,000 17.525 28-May-96 31-May-96
0528-140558-13 1,000 17.525 28-May-96 31-May-96
0528-140559-13 1,000 17.525 28-May-96 31-May-96
0528-140560-13 1,000 17.525 28-May-96 31-May-96
0528-140561-13 1,000 17.525 28-May-96 31-May-96
0528-140571-13 2,000 17.475 28-May-96 31-May-96
0528-140572-13 2,000 17.475 28-May-96 31-May-96
0528-140573-13 2,000 17.475 28-May-96 31-May-96
0528-140574-13 2,000 17.475 28-May-96 31-May-96
0528-140575-13 2,000 17.475 28-May-96 31-May-96
0528-140576-13 2,000 17.475 28-May-96 31-May-96
0528-140577-13 2,000 17.475 28-May-96 31-May-96
0528-140578-13 2,000 17.475 28-May-96 31-May-96
0528-140579-13 1,000 17.475 28-May-96 31-May-96
0528-140580-13 3,000 17.475 28-May-96 31-May-96
0528-140581-13 5,000 18 3/8 28-May-96 31-May-96
0528-140582-13 2,500 18 1/8 28-May-96 31-May-96
0528-140583-13 2,500 17 3/4 28-May-96 31-May-96
0528-140584-13 5,000 17 7/8 28-May-96 31-May-96
0528-260705-13 500 18 28-May-96 31-May-96
0528-260706-13 500 18 28-May-96 31-May-96
0528-260974-13 5,000 17 1/8 28-May-96 31-May-96
0528-260975-13 10,000 17 1/4 28-May-96 31-May-96
0528-260976-13 5,000 17 3/8 28-May-96 31-May-96
0528-270512-13 2,500 17 5/8 28-May-96 31-May-96
0528-270658-13 200 17 1/2 28-May-96 31-May-96
0528-270712-13 1,000 17 3/8 28-May-96 31-May-96
0528-270835-13 500 17 3/8 28-May-96 31-May-96
0528-280433-13 1,250 17.08 28-May-96 31-May-96
0528-280434-13 1,250 16.95 28-May-96 31-May-96
0528-280435-13 1,250 17.08 28-May-96 31-May-96
0528-280436-13 1,250 16.95 28-May-96 31-May-96
0528-280437-13 2,500 17.08 28-May-96 31-May-96
0528-280438-13 2,500 16.95 28-May-96 31-May-96
0528-280447-13 300 17 28-May-96 31-May-96
0528-280448-13 300 17 28-May-96 31-May-96
0528-280449-13 1,000 17 28-May-96 31-May-96
0528-334184-13 1,000 18 1/2 28-May-96 31-May-96
0528-334185-13 800 18 1/4 28-May-96 31-May-96
0528-334186-13 700 18 28-May-96 31-May-96
7528-334197-13 2,000 17 3/4 28-May-96 31-May-96
0529-020651-12 300 17 5/8 29-May-96 3-Jun-96
0529-020656-12 1,400 17 5/8 29-May-96 3-Jun-96
0529-021459-12 1,000 17 3/4 29-May-96 3-Jun-96
0529-021462-12 1,000 17 3/4 29-May-96 3-Jun-96
0529-021465-12 1,000 17 3/4 29-May-96 3-Jun-96
0529-021470-12 1,000 17 3/4 29-May-96 3-Jun-96
0529-021475-12 1,000 17 3/4 29-May-96 3-Jun-96
0529-021480-12 1,000 17 3/4 29-May-96 3-Jun-96
0529-021484-12 1,000 17 3/4 29-May-96 3-Jun-96
0529-021600-12 1,000 17 3/4 29-May-96 3-Jun-96
0529-021778-12 5,000 17 3/4 29-May-96 3-Jun-96
0529-021849-12 5,000 17 3/4 29-May-96 3-Jun-96
0529-021855-12 4,000 17 3/4 29-May-96 3-Jun-96
0529-022657-12 4,200 17 7/8 29-May-96 3-Jun-96
0529-023127-12 4,000 17 7/8 29-May-96 3-Jun-96
0529-023178-12 4,600 17 7/8 29-May-96 3-Jun-96
0529-023717-12 675 17 1/2 29-May-96 3-Jun-96
0529-024186-12 1,759 17 7/8 29-May-96 3-Jun-96
0529-100938-13 30,000 Cxl 17.6458 29-May-96 3-Jun-96
0529-140427-13 3,000 18 29-May-96 3-Jun-96
0529-140525-13 3,000 17 7/8 29-May-96 3-Jun-96
0529-140526-13 2,000 17 7/8 29-May-96 3-Jun-96
0529-140527-13 1,000 17 7/8 29-May-96 3-Jun-96
0529-140538-13 2,000 17 7/8 29-May-96 3-Jun-96
0529-206254-13 10,000 17 5/8 29-May-96 3-Jun-96
0529-206257-13 3,000 17 1/2 29-May-96 3-Jun-96
0529-206258-13 10,500 17 1/2 29-May-96 3-Jun-96
0530-100349-13 100 17.6458 29-May-96 3-Jun-96
0530-100350-13 100 17.6458 29-May-96 3-Jun-96
0530-100351-13 6,400 17.6458 29-May-96 3-Jun-96
0530-100352-13 500 17.6458 29-May-96 3-Jun-96
0530-100353-13 17,300 17.6458 29-May-96 3-Jun-96
0530-100354-13 200 17.6458 29-May-96 3-Jun-96
0530-100355-13 400 17.6458 29-May-96 3-Jun-96
0530-100356-13 2,200 17.6458 29-May-96 3-Jun-96
0530-100357-13 2,700 17.6458 29-May-96 3-Jun-96
0530-100358-13 100 17.6458 29-May-96 3-Jun-96
0530-022126-12 1,000 17 3/8 30-May-96 4-Jun-96
0530-022234-12 275 17 3/16 30-May-96 4-Jun-96
0530-023742-12 350 17 1/8 30-May-96 4-Jun-96
0530-023837-12 2,500 17 30-May-96 4-Jun-96
0530-023839-12 3,000 16 7/8 30-May-96 4-Jun-96
0530-024044-12 1,000 17 1/8 30-May-96 4-Jun-96
0530-100718-13 2,100 17 30-May-96 4-Jun-96
0530-100719-13 200 17 30-May-96 4-Jun-96
0530-100720-13 5,900 17 30-May-96 4-Jun-96
0530-100721-13 100 17 30-May-96 4-Jun-96
0530-100722-13 100 17 30-May-96 4-Jun-96
0530-100723-13 700 17 30-May-96 4-Jun-96
0530-100724-13 900 17 30-May-96 4-Jun-96
0530-112678-13 10,000 17 3/8 30-May-96 4-Jun-96
0530-200326-13 300 17 3/8 30-May-96 4-Jun-96
0530-206373-13 10,000 16.9688 30-May-96 4-Jun-96
0530-270754-13 500 17 1/8 30-May-96 4-Jun-96
7530-334110-13 1,000 17.975 30-May-96 4-Jun-96
0531-020437-12 5,000 16 7/8 31-May-96 5-Jun-96
0531-021310-12 1,000 16 13/16 31-May-96 5-Jun-96
0531-021311-12 2,000 16 3/4 31-May-96 5-Jun-96
0531-021395-12 500 16 3/4 31-May-96 5-Jun-96
0531-021416-12 500 16 3/4 31-May-96 5-Jun-96
0531-022104-12 5,000 17 31-May-96 5-Jun-96
0531-022193-12 325 17 31-May-96 5-Jun-96
0531-023017-12 3,000 17 1/16 31-May-96 5-Jun-96
0531-023021-12 2,000 17 1/16 31-May-96 5-Jun-96
0531-100548-13 100 17 31-May-96 5-Jun-96
0531-100549-13 100 17 31-May-96 5-Jun-96
0531-100550-13 5,400 17 31-May-96 5-Jun-96
0531-100551-13 400 17 31-May-96 5-Jun-96
0531-100552-13 14,300 17 31-May-96 5-Jun-96
0531-100553-13 100 17 31-May-96 5-Jun-96
0531-100554-13 400 17 31-May-96 5-Jun-96
0531-100555-13 1,800 17 31-May-96 5-Jun-96
0531-100556-13 2,300 17 31-May-96 5-Jun-96
0531-100557-13 100 17 31-May-96 5-Jun-96
0531-140403-13 1,000 17 1/4 31-May-96 5-Jun-96
0531-140447-13 1,500 17.475 31-May-96 5-Jun-96
0531-140455-13 1,500 17.475 31-May-96 5-Jun-96
0531-140457-13 1,500 17.475 31-May-96 5-Jun-96
0531-140460-13 3,000 17 3/8 31-May-96 5-Jun-96
0531-140503-13 2,000 17.475 31-May-96 5-Jun-96
0531-200333-13 500 16 3/4 31-May-96 5-Jun-96
0531-206381-13 20,200 16.9821 31-May-96 5-Jun-96
0531-270786-13 2,000 17.2083 31-May-96 5-Jun-96
0531-270787-13 3,000 17.2083 31-May-96 5-Jun-96
0531-270788-13 5,000 17.2083 31-May-96 5-Jun-96
0531-270789-13 2,000 17.2083 31-May-96 5-Jun-96
0531-270790-13 3,000 17.2083 31-May-96 5-Jun-96
0603-022320-12 1,000 17 1/2 3-Jun-96 6-Jun-96
0603-022324-12 1,000 17 1/2 3-Jun-96 6-Jun-96
0603-022337-12 1,000 17 1/4 3-Jun-96 6-Jun-96
0603-022339-12 1,000 17 1/4 3-Jun-96 6-Jun-96
0603-022351-12 1,000 17 1/4 3-Jun-96 6-Jun-96
0603-022357-12 5,000 17 1/4 3-Jun-96 6-Jun-96
0603-023490-12 5,000 17 3/4 3-Jun-96 6-Jun-96
0603-023845-12 5,500 17 3/4 3-Jun-96 6-Jun-96
0603-100638-13 200 17.2917 3-Jun-96 6-Jun-96
0603-100639-13 300 17.2917 3-Jun-96 6-Jun-96
0603-100640-13 16,100 17.2917 3-Jun-96 6-Jun-96
0603-100641-13 1,100 17.2917 3-Jun-96 6-Jun-96
0603-100642-13 43,300 17.2917 3-Jun-96 6-Jun-96
0603-100643-13 400 17.2917 3-Jun-96 6-Jun-96
0603-100644-13 1,100 17.2917 3-Jun-96 6-Jun-96
0603-100645-13 5,500 17.2917 3-Jun-96 6-Jun-96
0603-100646-13 6,800 17.2917 3-Jun-96 6-Jun-96
0603-100647-13 200 17.2917 3-Jun-96 6-Jun-96
0603-140420-13 1,600 17 7/16 3-Jun-96 6-Jun-96
0603-140421-13 900 17 7/16 3-Jun-96 6-Jun-96
0603-140422-13 1,000 17 7/16 3-Jun-96 6-Jun-96
0603-140423-13 700 17 7/16 3-Jun-96 6-Jun-96
0603-140507-13 2,000 17 7/8 3-Jun-96 6-Jun-96
0603-206428-13 14,000 17.583 3-Jun-96 6-Jun-96
0603-206429-13 1,000 17.583 3-Jun-96 6-Jun-96
0603-260579-13 10,000 17 5/8 3-Jun-96 6-Jun-96
0603-270821-13 10,000 17 1/8 3-Jun-96 6-Jun-96
0603-270822-13 12,500 17 1/4 3-Jun-96 6-Jun-96
0603-290507-13 10,000 17 9/16 3-Jun-96 6-Jun-96
0603-290508-13 15,000 17 11/16 3-Jun-96 6-Jun-96
0604-021907-12 2,500 17 9/16 4-Jun-96 7-Jun-96
0604-021929-12 3,000 17 5/8 4-Jun-96 7-Jun-96
0604-022755-12 1,000 17 1/2 4-Jun-96 7-Jun-96
0604-023109-12 125 17 7/16 4-Jun-96 7-Jun-96
0604-023323-12 1,000 17 1/4 4-Jun-96 7-Jun-96
0604-023943-12 675 17 1/8 4-Jun-96 7-Jun-96
0604-023997-12 3,000 17 1/8 4-Jun-96 7-Jun-96
0604-024052-12 5,000 17 1/4 4-Jun-96 7-Jun-96
0604-024095-12 5,000 17 1/8 4-Jun-96 7-Jun-96
0604-024129-12 5,000 17 1/8 4-Jun-96 7-Jun-96
0604-100583-13 100 17.042 4-Jun-96 7-Jun-96
0604-100584-13 200 17.042 4-Jun-96 7-Jun-96
0604-100585-13 11,900 17.042 4-Jun-96 7-Jun-96
0604-100586-13 900 17.042 4-Jun-96 7-Jun-96
0604-100587-13 32,200 17.042 4-Jun-96 7-Jun-96
0604-100588-13 300 17.042 4-Jun-96 7-Jun-96
0604-100589-13 800 17.042 4-Jun-96 7-Jun-96
0604-100590-13 4,100 17.042 4-Jun-96 7-Jun-96
0604-100591-13 5,000 17.042 4-Jun-96 7-Jun-96
0604-100592-13 100 17.042 4-Jun-96 7-Jun-96
0604-271078-13 20,000 17 1/4 4-Jun-96 7-Jun-96
0604-271227-13 2,000 17 1/4 4-Jun-96 7-Jun-96
0604-271228-13 4,000 17 1/4 4-Jun-96 7-Jun-96
0604-271229-13 3,000 17 1/4 4-Jun-96 7-Jun-96
0604-271230-13 2,000 17 1/4 4-Jun-96 7-Jun-96
0604-271231-13 8,000 17.175 4-Jun-96 7-Jun-96
0604-271232-13 6,000 17 1/4 4-Jun-96 7-Jun-96
0604-271233-13 2,000 17 1/4 4-Jun-96 7-Jun-96
0604-271234-13 3,000 17 1/4 4-Jun-96 7-Jun-96
0604-271235-13 3,000 17 1/4 4-Jun-96 7-Jun-96
0604-271236-13 3,000 17 1/4 4-Jun-96 7-Jun-96
0605-270155-13 2,000 17 1/4 4-Jun-96 7-Jun-96
0605-017039-13 1,000 17 1/8 5-Jun-96 10-Jun-96
0605-020918-12 1,000 17 1/8 5-Jun-96 10-Jun-96
0605-022086-12 2,000 17 1/4 5-Jun-96 10-Jun-96
0605-022088-12 2,000 17 1/4 5-Jun-96 10-Jun-96
0605-022089-12 3,000 17 1/4 5-Jun-96 10-Jun-96
0605-022094-12 5,000 17 1/4 5-Jun-96 10-Jun-96
0605-023543-12 6,000 17 1/4 5-Jun-96 10-Jun-96
0605-100512-13 100 17 3/16 5-Jun-96 10-Jun-96
0605-100513-13 200 17 3/16 5-Jun-96 10-Jun-96
0605-100514-13 10,700 17 3/16 5-Jun-96 10-Jun-96
0605-100515-13 800 17 3/16 5-Jun-96 10-Jun-96
0605-100516-13 28,900 17 3/16 5-Jun-96 10-Jun-96
0605-100517-13 300 17 3/16 5-Jun-96 10-Jun-96
0605-100518-13 700 17 3/16 5-Jun-96 10-Jun-96
0605-100519-13 3,700 17 3/16 5-Jun-96 10-Jun-96
0605-100520-13 4,500 17 3/16 5-Jun-96 10-Jun-96
0605-100521-13 100 17 3/16 5-Jun-96 10-Jun-96
0605-206568-13 25,000 17 3/8 5-Jun-96 10-Jun-96
0605-271050-13 2,000 17.4188 5-Jun-96 10-Jun-96
0605-271051-13 3,000 17.4188 5-Jun-96 10-Jun-96
0605-271052-13 3,000 17.4188 5-Jun-96 10-Jun-96
0605-271053-13 3,000 17.4188 5-Jun-96 10-Jun-96
0605-271054-13 2,000 17.4188 5-Jun-96 10-Jun-96
0605-271055-13 2,000 17.4188 5-Jun-96 10-Jun-96
0605-271056-13 3,000 17.4188 5-Jun-96 10-Jun-96
0605-271057-13 10,000 17.3738 5-Jun-96 10-Jun-96
0605-271058-13 4,000 17.4188 5-Jun-96 10-Jun-96
0605-271059-13 4,000 17.4188 5-Jun-96 10-Jun-96
0605-271060-13 2,000 17.4188 5-Jun-96 10-Jun-96
0605-271061-13 3,000 17.4188 5-Jun-96 10-Jun-96
0605-271062-13 3,000 17.4188 5-Jun-96 10-Jun-96
0605-271063-13 3,000 17.4188 5-Jun-96 10-Jun-96
0605-271064-13 3,000 17.4188 5-Jun-96 10-Jun-96
0605-290517-13 200 17 1/4 5-Jun-96 10-Jun-96
0606-016808-13 500 16 7/8 6-Jun-96 11-Jun-96
0606-021684-12 5,000 17 6-Jun-96 11-Jun-96
0606-021686-12 5,000 17 1/4 6-Jun-96 11-Jun-96
0606-022757-12 3,500 17 1/8 6-Jun-96 11-Jun-96
0606-022760-12 10,000 17 6-Jun-96 11-Jun-96
0606-022958-12 300 16 7/8 6-Jun-96 11-Jun-96
0606-023211-12 110 16 7/8 6-Jun-96 11-Jun-96
0606-023824-12 50 17 6-Jun-96 11-Jun-96
0606-024169-12 500 17 1/8 6-Jun-96 11-Jun-96
0606-100494-13 2,100 17 1/8 6-Jun-96 11-Jun-96
0606-100495-13 200 17 1/8 6-Jun-96 11-Jun-96
0606-100496-13 5,800 17 1/8 6-Jun-96 11-Jun-96
0606-100497-13 100 17 1/8 6-Jun-96 11-Jun-96
0606-100498-13 200 17 1/8 6-Jun-96 11-Jun-96
0606-100499-13 700 17 1/8 6-Jun-96 11-Jun-96
0606-100500-13 900 17 1/8 6-Jun-96 11-Jun-96
0606-140453-13 2,500 17 1/4 6-Jun-96 11-Jun-96
0606-140454-13 2,500 17 3/8 6-Jun-96 11-Jun-96
0606-140490-13 5,000 17 3/8 6-Jun-96 11-Jun-96
0606-260822-13 1,000 16 3/4 6-Jun-96 11-Jun-96
0606-260823-13 1,000 16 3/4 6-Jun-96 11-Jun-96
0606-270600-13 10,000 17 1/8 6-Jun-96 11-Jun-96
0606-270837-13 1,000 16 3/4 6-Jun-96 11-Jun-96
0606-271080-13 2,000 17 3/8 6-Jun-96 11-Jun-96
0606-271081-13 4,000 17 3/8 6-Jun-96 11-Jun-96
0606-271082-13 1,000 17 3/8 6-Jun-96 11-Jun-96
0606-271083-13 3,000 17 3/8 6-Jun-96 11-Jun-96
0607-017039-13 2,000 17 7-Jun-96 12-Jun-96
0607-023980-12 1,000 17 3/8 7-Jun-96 12-Jun-96
0607-023993-12 5,000 17 3/8 7-Jun-96 12-Jun-96
0607-025065-12 1,200 17 1/4 7-Jun-96 12-Jun-96
0607-140472-13 2,000 17 1/4 7-Jun-96 12-Jun-96
0607-140514-13 2,500 17.2 7-Jun-96 12-Jun-96
0607-140522-13 1,000 17 7-Jun-96 12-Jun-96
0610-021292-12 5,000 17 3/8 10-Jun-96 13-Jun-96
0610-021615-12 350 17 5/16 10-Jun-96 13-Jun-96
0610-021882-12 1,000 17 1/4 10-Jun-96 13-Jun-96
0610-022829-12 500 17 3/8 10-Jun-96 13-Jun-96
0610-100631-13 100 17 1/4 10-Jun-96 13-Jun-96
0610-100632-13 3,200 17 1/4 10-Jun-96 13-Jun-96
0610-100633-13 200 17 1/4 10-Jun-96 13-Jun-96
0610-100634-13 8,600 17 1/4 10-Jun-96 13-Jun-96
0610-100635-13 100 17 1/4 10-Jun-96 13-Jun-96
0610-100636-13 200 17 1/4 10-Jun-96 13-Jun-96
0610-100637-13 1,100 17 1/4 10-Jun-96 13-Jun-96
0610-100638-13 1,400 17 1/4 10-Jun-96 13-Jun-96
0610-100639-13 100 17 1/4 10-Jun-96 13-Jun-96
0610-112313-13 500 17 1/4 10-Jun-96 13-Jun-96
0610-140428-13 4,000 17.6 10-Jun-96 13-Jun-96
0610-140436-13 4,000 17.6 10-Jun-96 13-Jun-96
0610-270673-13 1,000 17.425 10-Jun-96 13-Jun-96
0610-270681-13 3,000 17.425 10-Jun-96 13-Jun-96
0610-270778-13 4,000 17 1/8 10-Jun-96 13-Jun-96
0611-020501-12 1,000 17 1/4 11-Jun-96 14-Jun-96
0611-020514-12 1,000 17 1/4 11-Jun-96 14-Jun-96
0611-021595-12 300 17 1/8 11-Jun-96 14-Jun-96
0611-021596-12 500 17 1/8 11-Jun-96 14-Jun-96
0611-022124-12 1,000 17 11-Jun-96 14-Jun-96
0611-022187-12 2,500 17 11-Jun-96 14-Jun-96
0611-022213-12 1,000 17 11-Jun-96 14-Jun-96
0611-022220-12 1,500 17 11-Jun-96 14-Jun-96
0611-022472-12 500 16 3/4 11-Jun-96 14-Jun-96
0611-022756-12 300 17 11-Jun-96 14-Jun-96
0611-022757-12 800 17 11-Jun-96 14-Jun-96
0611-022775-12 10,000 17 11-Jun-96 14-Jun-96
0611-024444-12 5,000 16 7/8 11-Jun-96 14-Jun-96
0611-100496-13 100 17.0469 11-Jun-96 14-Jun-96
0611-100497-13 200 17.0469 11-Jun-96 14-Jun-96
0611-100498-13 8,600 17.0469 11-Jun-96 14-Jun-96
0611-100499-13 600 17.0469 11-Jun-96 14-Jun-96
0611-100500-13 23,000 17.0469 11-Jun-96 14-Jun-96
0611-100501-13 200 17.0469 11-Jun-96 14-Jun-96
0611-100502-13 600 17.0469 11-Jun-96 14-Jun-96
0611-100503-13 3,000 17.0469 11-Jun-96 14-Jun-96
0611-100504-13 3,600 17.0469 11-Jun-96 14-Jun-96
0611-100505-13 100 17.0469 11-Jun-96 14-Jun-96
0611-140455-13 2,000 17 1/2 11-Jun-96 14-Jun-96
0611-140459-13 2,000 17 1/2 11-Jun-96 14-Jun-96
0611-140461-13 5,000 17 3/8 11-Jun-96 14-Jun-96
0611-140465-13 2,000 17 1/4 11-Jun-96 14-Jun-96
0611-140513-13 2,000 17 1/2 11-Jun-96 14-Jun-96
0611-200417-13 300 16 7/8 11-Jun-96 14-Jun-96
0611-260944-13 300 16 3/4 11-Jun-96 14-Jun-96
0611-271087-13 4,000 17 1/4 11-Jun-96 14-Jun-96
0611-271088-13 4,000 17 1/4 11-Jun-96 14-Jun-96
0611-271089-13 3,000 17 1/4 11-Jun-96 14-Jun-96
0611-271090-13 4,000 17 1/4 11-Jun-96 14-Jun-96
0611-271091-13 4,000 17 1/4 11-Jun-96 14-Jun-96
0611-271092-13 3,000 17.175 11-Jun-96 14-Jun-96
0611-271093-13 Cxl 1,000 17 1/4 11-Jun-96 14-Jun-96
0611-271094-13 4,000 17 1/4 11-Jun-96 14-Jun-96
0611-271095-13 2,000 17 1/4 11-Jun-96 14-Jun-96
0611-271096-13 3,000 17 1/4 11-Jun-96 14-Jun-96
0611-271097-13 1,000 17 1/4 11-Jun-96 14-Jun-96
0611-271098-13 3,000 17 1/4 11-Jun-96 14-Jun-96
0611-271099-13 3,000 17 1/4 11-Jun-96 14-Jun-96
0611-271100-13 1,000 17 1/4 11-Jun-96 14-Jun-96
0611-271148-13 500 Cxl 16.85 11-Jun-96 14-Jun-96
0611-271148-13 500 16.85 11-Jun-96 14-Jun-96
0612-999138-13 1,000 17.175 11-Jun-96 14-Jun-96
0612-020863-12 200 17 12-Jun-96 17-Jun-96
0612-020945-12 1,000 17 1/4 12-Jun-96 17-Jun-96
0612-020997-12 1,000 17 1/4 12-Jun-96 17-Jun-96
0612-021427-12 1,000 17 1/4 12-Jun-96 17-Jun-96
0612-022256-12 15,000 17 1/4 12-Jun-96 17-Jun-96
0612-022322-12 700 17 1/4 12-Jun-96 17-Jun-96
0612-022324-12 1,800 17 1/4 12-Jun-96 17-Jun-96
0612-022327-12 3,200 17 1/4 12-Jun-96 17-Jun-96
0612-022330-12 100 17 1/4 12-Jun-96 17-Jun-96
0612-022410-12 2,300 17 1/4 12-Jun-96 17-Jun-96
0612-022468-12 4,400 17 1/4 12-Jun-96 17-Jun-96
0612-022469-12 3,200 17 1/4 12-Jun-96 17-Jun-96
0612-022540-12 1,000 17 3/8 12-Jun-96 17-Jun-96
0612-022544-12 15,000 17 5/16 12-Jun-96 17-Jun-96
0612-023846-12 5,000 17 1/4 12-Jun-96 17-Jun-96
0612-023874-12 1,000 17 1/4 12-Jun-96 17-Jun-96
0612-023890-12 10,000 17 1/4 12-Jun-96 17-Jun-96
0612-023896-12 1,000 17 1/4 12-Jun-96 17-Jun-96
0612-100914-13 25,000 17 1/4 12-Jun-96 17-Jun-96
0612-100953-13 100 17 1/4 12-Jun-96 17-Jun-96
0612-100954-13 100 17 1/4 12-Jun-96 17-Jun-96
0612-100955-13 7,500 17 1/4 12-Jun-96 17-Jun-96
0612-100956-13 500 17 1/4 12-Jun-96 17-Jun-96
0612-100957-13 20,200 17 1/4 12-Jun-96 17-Jun-96
0612-100958-13 200 17 1/4 12-Jun-96 17-Jun-96
0612-100959-13 500 17 1/4 12-Jun-96 17-Jun-96
0612-100960-13 2,600 17 1/4 12-Jun-96 17-Jun-96
0612-100961-13 3,200 17 1/4 12-Jun-96 17-Jun-96
0612-100962-13 100 17 1/4 12-Jun-96 17-Jun-96
0612-113002-13 17,300 17 1/4 12-Jun-96 17-Jun-96
0612-113003-13 2,900 17 1/4 12-Jun-96 17-Jun-96
0612-113004-13 7,200 17 1/4 12-Jun-96 17-Jun-96
0612-113005-13 1,600 17 1/4 12-Jun-96 17-Jun-96
0612-113006-13 900 17 1/4 12-Jun-96 17-Jun-96
0612-113007-13 500 17 1/4 12-Jun-96 17-Jun-96
0612-113008-13 800 17 1/4 12-Jun-96 17-Jun-96
0612-113009-13 4,700 17 1/4 12-Jun-96 17-Jun-96
0612-113010-13 18,500 17 1/4 12-Jun-96 17-Jun-96
0612-113011-13 12,400 17 1/4 12-Jun-96 17-Jun-96
0612-113012-13 20,600 17 1/4 12-Jun-96 17-Jun-96
0612-113013-13 2,200 17 1/4 12-Jun-96 17-Jun-96
0612-113014-13 10,400 17 1/4 12-Jun-96 17-Jun-96
0612-270614-13 4,000 17 1/4 12-Jun-96 17-Jun-96
0612-270853-13 2,500 17 1/2 12-Jun-96 17-Jun-96
0612-270854-13 2,500 17 1/2 12-Jun-96 17-Jun-96
0612-270917-13 2,000 17 1/2 12-Jun-96 17-Jun-96
0612-270918-13 2,000 17 1/2 12-Jun-96 17-Jun-96
0612-270919-13 2,000 17 1/2 12-Jun-96 17-Jun-96
0612-270920-13 2,000 17 1/2 12-Jun-96 17-Jun-96
0612-270921-13 3,000 17 1/2 12-Jun-96 17-Jun-96
0612-270922-13 1,000 17 1/2 12-Jun-96 17-Jun-96
0612-270923-13 2,000 17 1/2 12-Jun-96 17-Jun-96
0612-270924-13 2,000 17 1/2 12-Jun-96 17-Jun-96
0612-270925-13 3,000 17 1/2 12-Jun-96 17-Jun-96
0612-270926-13 3,000 17.475 12-Jun-96 17-Jun-96
0612-270927-13 2,000 17 1/2 12-Jun-96 17-Jun-96
0612-270928-13 1,000 17 1/2 12-Jun-96 17-Jun-96
0612-270979-13 1,000 17 1/2 12-Jun-96 17-Jun-96
0612-270980-13 4,000 17 1/2 12-Jun-96 17-Jun-96
0612-270981-13 2,000 17 1/2 12-Jun-96 17-Jun-96
0612-271043-13 10,000 17.452 12-Jun-96 17-Jun-96
0612-271044-13 7,500 17.452 12-Jun-96 17-Jun-96
0612-271045-13 7,500 17.452 12-Jun-96 17-Jun-96
0612-271046-13 10,000 17.452 12-Jun-96 17-Jun-96
0612-271047-13 7,000 17.452 12-Jun-96 17-Jun-96
0612-271048-13 7,000 17.452 12-Jun-96 17-Jun-96
0612-271049-13 7,000 17.452 12-Jun-96 17-Jun-96
0612-271049-13 Cxl 7,000 17.452 12-Jun-96 17-Jun-96
0612-280465-13 50,000 17 1/2 12-Jun-96 17-Jun-96
0612-280466-13 20,000 17 1/2 12-Jun-96 17-Jun-96
0612-280467-13 10,000 17 1/2 12-Jun-96 17-Jun-96
0612-280468-13 10,000 17 1/2 12-Jun-96 17-Jun-96
0612-280469-13 Cxl 10,000 17 1/2 12-Jun-96 17-Jun-96
0612-334084-13 2,000 17.005 12-Jun-96 17-Jun-96
0618-999386-13 10,000 17 1/2 12-Jun-96 17-Jun-96
0613-016700-13 2,000 17 1/2 13-Jun-96 18-Jun-96
0613-021472-12 900 17 1/4 13-Jun-96 18-Jun-96
0613-022045-12 550 17 1/4 13-Jun-96 18-Jun-96
0613-023834-12 55 17 5/8 13-Jun-96 18-Jun-96
0613-023931-12 5,300 17 1/2 13-Jun-96 18-Jun-96
0613-023933-12 1,300 17 1/2 13-Jun-96 18-Jun-96
0613-023937-12 1,000 17 1/2 13-Jun-96 18-Jun-96
0613-023938-12 1,000 17 5/8 13-Jun-96 18-Jun-96
0613-023951-12 2,000 17 1/2 13-Jun-96 18-Jun-96
0613-024068-12 55 17 5/8 13-Jun-96 18-Jun-96
0613-024312-12 5,000 17 1/2 13-Jun-96 18-Jun-96
0613-113079-13 13,000 17 1/4 13-Jun-96 18-Jun-96
0613-113080-13 2,200 17 1/4 13-Jun-96 18-Jun-96
0613-113081-13 5,500 17 1/4 13-Jun-96 18-Jun-96
0613-113082-13 1,100 17 1/4 13-Jun-96 18-Jun-96
0613-113083-13 800 17 1/4 13-Jun-96 18-Jun-96
0613-113084-13 400 17 1/4 13-Jun-96 18-Jun-96
0613-113085-13 500 17 1/4 13-Jun-96 18-Jun-96
0613-113086-13 3,300 17 1/4 13-Jun-96 18-Jun-96
0613-113087-13 13,800 17 1/4 13-Jun-96 18-Jun-96
0613-113088-13 9,300 17 1/4 13-Jun-96 18-Jun-96
0613-113089-13 15,500 17 1/4 13-Jun-96 18-Jun-96
0613-113090-13 1,700 17 1/4 13-Jun-96 18-Jun-96
0613-113091-13 7,900 17 1/4 13-Jun-96 18-Jun-96
0613-140443-13 10,000 17.725 13-Jun-96 18-Jun-96
0613-140466-13 100 17 3/8 13-Jun-96 18-Jun-96
0613-270970-13 2,500 17 1/8 13-Jun-96 18-Jun-96
0613-270990-13 10,000 17 1/2 13-Jun-96 18-Jun-96
0613-270991-13 10,000 17 1/2 13-Jun-96 18-Jun-96
0613-270992-13 5,000 17 1/2 13-Jun-96 18-Jun-96
0613-271001-13 1,000 17 1/2 13-Jun-96 18-Jun-96
0613-271002-13 1,000 17 1/2 13-Jun-96 18-Jun-96
0613-271003-13 1,000 17 1/2 13-Jun-96 18-Jun-96
0613-271004-13 1,000 17 1/2 13-Jun-96 18-Jun-96
0613-271005-13 1,000 17 1/2 13-Jun-96 18-Jun-96
0613-271006-13 3,000 17 1/2 13-Jun-96 18-Jun-96
0613-271007-13 1,000 17.425 13-Jun-96 18-Jun-96
0613-271008-13 1,000 17 1/2 13-Jun-96 18-Jun-96
0613-271009-13 1,000 17.475 13-Jun-96 18-Jun-96
0613-271010-13 1,000 17 1/2 13-Jun-96 18-Jun-96
0613-271011-13 3,000 17 1/2 13-Jun-96 18-Jun-96
0613-271012-13 1,000 17 1/2 13-Jun-96 18-Jun-96
0613-271013-13 1,000 17 1/2 13-Jun-96 18-Jun-96
0613-271014-13 1,000 17 1/2 13-Jun-96 18-Jun-96
0613-271015-13 1,000 17 1/2 13-Jun-96 18-Jun-96
0613-271016-13 1,000 17 1/2 13-Jun-96 18-Jun-96
0613-271017-13 2,000 17 1/2 13-Jun-96 18-Jun-96
0613-271018-13 1,000 17 1/2 13-Jun-96 18-Jun-96
0613-271019-13 2,000 17 1/2 13-Jun-96 18-Jun-96
0614-016730-13 1,000 17 3/8 14-Jun-96 19-Jun-96
0614-021963-12 5,000 17 1/2 14-Jun-96 19-Jun-96
0614-022102-12 325 17 5/8 14-Jun-96 19-Jun-96
0614-023698-12 100 17 1/2 14-Jun-96 19-Jun-96
0614-024039-12 100 17 1/2 14-Jun-96 19-Jun-96
0614-113373-13 12,000 17 1/2 14-Jun-96 19-Jun-96
0614-140462-13 2,000 17 1/2 14-Jun-96 19-Jun-96
0614-270566-13 500 17 1/2 14-Jun-96 19-Jun-96
0614-270649-13 2,500 17 3/4 14-Jun-96 19-Jun-96
0614-270718-13 5,000 17.685 14-Jun-96 19-Jun-96
0614-270720-13 2,500 17 3/4 14-Jun-96 19-Jun-96
0614-270721-13 15,000 17 3/4 14-Jun-96 19-Jun-96
0614-270722-13 7,500 17 3/4 14-Jun-96 19-Jun-96
0614-270860-13 2,500 17.705 14-Jun-96 19-Jun-96
0614-270861-13 2,500 17.7 14-Jun-96 19-Jun-96
0615-270600-13 10,000 17 3/4 17-Jun-96 20-Jun-96
0615-270820-13 1,000 17 7/8 17-Jun-96 20-Jun-96
0615-270821-13 1,000 17 7/8 17-Jun-96 20-Jun-96
0615-270822-13 1,000 17 7/8 17-Jun-96 20-Jun-96
0615-270823-13 1,000 17 7/8 17-Jun-96 20-Jun-96
0615-270824-13 2,000 17 7/8 17-Jun-96 20-Jun-96
0615-270825-13 1,000 17 7/8 17-Jun-96 20-Jun-96
0615-270826-13 1,000 17 7/8 17-Jun-96 20-Jun-96
0615-270827-13 1,000 17 7/8 17-Jun-96 20-Jun-96
0615-270828-13 1,000 17 7/8 17-Jun-96 20-Jun-96
0615-270829-13 1,000 17 7/8 17-Jun-96 20-Jun-96
0615-270830-13 1,000 17 7/8 17-Jun-96 20-Jun-96
0615-270831-13 2,000 17 7/8 17-Jun-96 20-Jun-96
0615-270832-13 1,000 17 7/8 17-Jun-96 20-Jun-96
0617-016906-13 500 17 3/8 17-Jun-96 20-Jun-96
0617-016942-13 1,000 17 1/4 17-Jun-96 20-Jun-96
0617-020491-12 305 17 1/2 17-Jun-96 20-Jun-96
0617-021917-12 1,900 17 11/16 17-Jun-96 20-Jun-96
0617-021921-12 1,100 17 11/16 17-Jun-96 20-Jun-96
0617-024164-12 2,000 17 7/8 17-Jun-96 20-Jun-96
0617-112669-13 5,000 17 1/2 17-Jun-96 20-Jun-96
0617-113393-13 4,400 17 5/8 17-Jun-96 20-Jun-96
0617-113394-13 800 17 5/8 17-Jun-96 20-Jun-96
0617-113395-13 1,800 17 5/8 17-Jun-96 20-Jun-96
0617-113396-13 400 17 5/8 17-Jun-96 20-Jun-96
0617-113397-13 200 17 5/8 17-Jun-96 20-Jun-96
0617-113398-13 100 17 5/8 17-Jun-96 20-Jun-96
0617-113399-13 200 17 5/8 17-Jun-96 20-Jun-96
0617-113400-13 1,200 17 5/8 17-Jun-96 20-Jun-96
0617-113401-13 4,700 17 5/8 17-Jun-96 20-Jun-96
0617-113402-13 3,100 17 5/8 17-Jun-96 20-Jun-96
0617-113403-13 4,900 17 5/8 17-Jun-96 20-Jun-96
0617-113404-13 600 17 5/8 17-Jun-96 20-Jun-96
0617-113405-13 2,600 17 5/8 17-Jun-96 20-Jun-96
0617-140434-13 2,000 17.975 17-Jun-96 20-Jun-96
0617-280418-13 200 17 1/2 17-Jun-96 20-Jun-96
0618-016533-13 500 17 3/8 18-Jun-96 21-Jun-96
0618-016684-13 500 17 3/8 18-Jun-96 21-Jun-96
0618-016913-13 500 17 3/8 18-Jun-96 21-Jun-96
0618-016920-13 1,000 17 1/4 18-Jun-96 21-Jun-96
0618-021438-12 1,000 17 3/4 18-Jun-96 21-Jun-96
0618-024567-12 125 17 5/8 18-Jun-96 21-Jun-96
0618-140451-13 500 17 9/16 18-Jun-96 21-Jun-96
0618-140503-13 5,000 17.975 18-Jun-96 21-Jun-96
0619-020282-12 500 17 3/8 19-Jun-96 24-Jun-96
0619-022492-12 300 17 1/2 19-Jun-96 24-Jun-96
0619-023343-12 5,000 17 3/8 19-Jun-96 24-Jun-96
0619-023748-12 550 17 3/8 19-Jun-96 24-Jun-96
0619-024083-12 1,000 17 3/8 19-Jun-96 24-Jun-96
0619-024728-12 1,000 17 1/8 19-Jun-96 24-Jun-96
0619-140484-13 2,000 17 5/8 19-Jun-96 24-Jun-96
0619-270578-13 5,000 17 3/8 19-Jun-96 24-Jun-96
0619-270604-13 53,500 17 1/8 19-Jun-96 24-Jun-96
0619-280529-13 10,000 17 1/2 19-Jun-96 24-Jun-96
0619-280530-13 5,000 17 1/2 19-Jun-96 24-Jun-96
0619-280531-13 5,000 17 1/2 19-Jun-96 24-Jun-96
0619-280532-13 1,000 17 1/2 19-Jun-96 24-Jun-96
0619-280533-13 10,000 17 1/2 19-Jun-96 24-Jun-96
0619-280534-13 6,000 17 1/2 19-Jun-96 24-Jun-96
0619-280535-13 1,000 17 1/2 19-Jun-96 24-Jun-96
0619-280536-13 10,000 17 1/2 19-Jun-96 24-Jun-96
0619-280537-13 1,000 17 3/8 19-Jun-96 24-Jun-96
0619-280538-13 1,000 17 3/8 19-Jun-96 24-Jun-96
0620-016552-13 500 16 7/8 20-Jun-96 25-Jun-96
0620-022506-12 2,000 17 1/8 20-Jun-96 25-Jun-96
0620-023262-12 2,000 16 7/8 20-Jun-96 25-Jun-96
0620-023881-12 100 17 1/8 20-Jun-96 25-Jun-96
0620-024370-12 1,226 16 3/4 20-Jun-96 25-Jun-96
0620-026651-12 1,000 17 20-Jun-96 25-Jun-96
0620-026667-12 2,000 17 20-Jun-96 25-Jun-96
0620-026681-12 1,500 17 20-Jun-96 25-Jun-96
0620-140435-13 1,000 17 3/8 20-Jun-96 25-Jun-96
0620-140497-13 2,000 17 1/4 20-Jun-96 25-Jun-96
7620-334451-13 10,000 16.7813 20-Jun-96 25-Jun-96
0621-020472-12 2,000 17 1/8 21-Jun-96 26-Jun-96
0621-200478-13 300 16 7/8 21-Jun-96 26-Jun-96
0624-022851-12 25 17 24-Jun-96 27-Jun-96
0624-140525-13 1,000 17 1/8 24-Jun-96 27-Jun-96
0624-280429-13 2,000 16 7/8 24-Jun-96 27-Jun-96
0625-016631-13 500 16 5/8 25-Jun-96 28-Jun-96
0625-023262-12 10,000 16 3/4 25-Jun-96 28-Jun-96
0625-140440-13 1,400 16.975 25-Jun-96 28-Jun-96
0625-200392-13 250 16 5/8 25-Jun-96 28-Jun-96
0625-270788-13 1,000 17 25-Jun-96 28-Jun-96
0625-270789-13 2,000 17 25-Jun-96 28-Jun-96
0625-270790-13 2,000 17 25-Jun-96 28-Jun-96
0625-280420-13 4,400 17.15 25-Jun-96 28-Jun-96
0625-334216-13 7,500 16 5/8 25-Jun-96 28-Jun-96
0625-334217-13 5,000 16 3/4 25-Jun-96 28-Jun-96
0626-016616-13 1,600 17 1/16 26-Jun-96 1-Jul-96
0626-020891-12 8,000 16 3/4 26-Jun-96 1-Jul-96
0626-021092-12 30,000 16 7/8 26-Jun-96 1-Jul-96
0626-021707-12 350 16 9/16 26-Jun-96 1-Jul-96
0626-022358-12 275 16 5/8 26-Jun-96 1-Jul-96
0626-022823-12 200 16 3/4 26-Jun-96 1-Jul-96
0626-024102-12 2,500 16 5/8 26-Jun-96 1-Jul-96
0626-024252-12 1,000 16 1/2 26-Jun-96 1-Jul-96
0626-024763-12 2,000 16 1/4 26-Jun-96 1-Jul-96
0626-024775-12 2,000 16 1/2 26-Jun-96 1-Jul-96
0626-025275-12 1,000 16 26-Jun-96 1-Jul-96
0626-113469-13 6,900 16 3/4 26-Jun-96 1-Jul-96
0626-113470-13 1,200 16 3/4 26-Jun-96 1-Jul-96
0626-113471-13 2,900 16 3/4 26-Jun-96 1-Jul-96
0626-113472-13 600 16 3/4 26-Jun-96 1-Jul-96
0626-113473-13 300 16 3/4 26-Jun-96 1-Jul-96
0626-113474-13 100 16 3/4 26-Jun-96 1-Jul-96
0626-113475-13 300 16 3/4 26-Jun-96 1-Jul-96
0626-113476-13 1,800 16 3/4 26-Jun-96 1-Jul-96
0626-113477-13 7,400 16 3/4 26-Jun-96 1-Jul-96
0626-113478-13 5,000 16 3/4 26-Jun-96 1-Jul-96
0626-113479-13 8,400 16 3/4 26-Jun-96 1-Jul-96
0626-113480-13 900 16 3/4 26-Jun-96 1-Jul-96
0626-113481-13 4,200 16 3/4 26-Jun-96 1-Jul-96
0626-140403-13 5,000 16 3/8 26-Jun-96 1-Jul-96
0626-140640-13 5,000 16 7/8 26-Jun-96 1-Jul-96
0626-270607-13 1,500 16 3/8 26-Jun-96 1-Jul-96
0626-270897-13 3,000 16.3 26-Jun-96 1-Jul-96
0626-270929-13 3,000 16.3 26-Jun-96 1-Jul-96
0626-270932-13 2,000 16 3/8 26-Jun-96 1-Jul-96
0627-020319-12 2,000 15 3/4 27-Jun-96 2-Jul-96
0627-020521-12 2,000 15 3/4 27-Jun-96 2-Jul-96
0627-020670-12 10,000 15 3/4 27-Jun-96 2-Jul-96
0627-021296-12 2,000 15 3/4 27-Jun-96 2-Jul-96
0627-021340-12 4,000 15 3/4 27-Jun-96 2-Jul-96
0627-021606-12 10,000 15 7/8 27-Jun-96 2-Jul-96
0627-021733-12 1,000 15 3/4 27-Jun-96 2-Jul-96
0627-021752-12 500 15 3/4 27-Jun-96 2-Jul-96
0627-021790-12 1,000 15 3/4 27-Jun-96 2-Jul-96
0627-021792-12 1,000 15 3/4 27-Jun-96 2-Jul-96
0627-021810-12 300 15 3/4 27-Jun-96 2-Jul-96
0627-021894-12 1,000 15 3/4 27-Jun-96 2-Jul-96
0627-021971-12 1,000 15 1/2 27-Jun-96 2-Jul-96
0627-022048-12 1,000 15 1/4 27-Jun-96 2-Jul-96
0627-022100-12 1,000 14 3/4 27-Jun-96 2-Jul-96
0627-022103-12 1,000 15 27-Jun-96 2-Jul-96
0627-022135-12 1,000 14 1/2 27-Jun-96 2-Jul-96
0627-022150-12 1,000 14 1/4 27-Jun-96 2-Jul-96
0627-022162-12 5,000 14 27-Jun-96 2-Jul-96
0627-022210-12 2,000 14 1/4 27-Jun-96 2-Jul-96
0627-022252-12 2,000 14 1/2 27-Jun-96 2-Jul-96
0627-022254-12 2,000 14 1/2 27-Jun-96 2-Jul-96
0627-022258-12 1,000 14 1/2 27-Jun-96 2-Jul-96
0627-022259-12 1,000 14 1/2 27-Jun-96 2-Jul-96
0627-022319-12 200 14 5/8 27-Jun-96 2-Jul-96
0627-022326-12 2,300 14 5/8 27-Jun-96 2-Jul-96
0627-022453-12 500 14 1/8 27-Jun-96 2-Jul-96
0627-022474-12 5,000 14 5/8 27-Jun-96 2-Jul-96
0627-022633-12 5,000 14 3/4 27-Jun-96 2-Jul-96
0627-022963-12 400 15 27-Jun-96 2-Jul-96
0627-022964-12 1,000 15 27-Jun-96 2-Jul-96
0627-022989-12 1,000 15 27-Jun-96 2-Jul-96
0627-022996-12 500 15 27-Jun-96 2-Jul-96
0627-023028-12 4,000 15 27-Jun-96 2-Jul-96
0627-023308-12 1,000 15 27-Jun-96 2-Jul-96
0627-023359-12 500 15 27-Jun-96 2-Jul-96
0627-023411-12 1,000 15 1/4 27-Jun-96 2-Jul-96
0627-023452-12 1,000 15 1/4 27-Jun-96 2-Jul-96
0627-023453-12 2,000 15 3/8 27-Jun-96 2-Jul-96
0627-023891-12 4,000 15 1/2 27-Jun-96 2-Jul-96
0627-024069-12 2,500 15 5/8 27-Jun-96 2-Jul-96
0627-024109-12 1,000 15 7/8 27-Jun-96 2-Jul-96
0627-024524-12 1,500 15 3/4 27-Jun-96 2-Jul-96
0627-024525-12 300 15 3/4 27-Jun-96 2-Jul-96
0627-024536-12 1,000 15 5/8 27-Jun-96 2-Jul-96
0627-024540-12 1,000 15 5/8 27-Jun-96 2-Jul-96
0627-140428-13 1,000 16.15 27-Jun-96 2-Jul-96
0627-140436-13 1,500 14 7/8 27-Jun-96 2-Jul-96
0627-140576-13 2,500 15.725 27-Jun-96 2-Jul-96
0627-140579-13 2,500 15.725 27-Jun-96 2-Jul-96
0627-140580-13 5,000 15.725 27-Jun-96 2-Jul-96
0627-140601-13 1,000 15 1/4 27-Jun-96 2-Jul-96
0627-140608-13 5,000 14.85 27-Jun-96 2-Jul-96
0627-140609-13 10,000 14.85 27-Jun-96 2-Jul-96
0627-140692-13 5,000 16.2 27-Jun-96 2-Jul-96
0627-140693-13 5,000 16.2 27-Jun-96 2-Jul-96
0627-140699-13 5,000 16.2 27-Jun-96 2-Jul-96
0627-140700-13 1,500 16 27-Jun-96 2-Jul-96
0627-140701-13 5,000 15.7 27-Jun-96 2-Jul-96
0627-140705-13 1,000 16 27-Jun-96 2-Jul-96
0627-140709-13 2,000 14 3/8 27-Jun-96 2-Jul-96
0627-140719-13 5,000 15.35 27-Jun-96 2-Jul-96
0627-140720-13 5,000 15.35 27-Jun-96 2-Jul-96
0627-270658-13 Cxl 3,000 15.3 27-Jun-96 2-Jul-96
0627-270664-13 2,000 15.45 27-Jun-96 2-Jul-96
0627-270665-13 10,000 15.825 27-Jun-96 2-Jul-96
0627-270688-13 1,000 15 3/8 27-Jun-96 2-Jul-96
0627-270739-13 50 14 3/4 27-Jun-96 2-Jul-96
0627-270901-13 2,000 15 1/4 27-Jun-96 2-Jul-96
0627-280407-13 5,000 15 7/8 27-Jun-96 2-Jul-96
0627-280486-13 2,000 15 5/8 27-Jun-96 2-Jul-96
0627-280487-13 2,000 15 5/8 27-Jun-96 2-Jul-96
0627-334164-13 1,000 14 1/2 27-Jun-96 2-Jul-96
0627-334311-13 4,000 15 27-Jun-96 2-Jul-96
0627-334415-13 1,000 14 5/8 27-Jun-96 2-Jul-96
0628-270151-13 1,500 15.3 27-Jun-96 2-Jul-96
0628-270152-13 1,500 15.3 27-Jun-96 2-Jul-96
0628-334049-13 1,000 Cxl 14 1/2 27-Jun-96 2-Jul-96
7627-334372-13 2,500 15 3/4 27-Jun-96 2-Jul-96
0628-021193-12 2,700 15 11/16 28-Jun-96 3-Jul-96
0628-021324-12 4,600 15 3/4 28-Jun-96 3-Jul-96
0628-021662-12 1,000 15 7/8 28-Jun-96 3-Jul-96
0628-021663-12 800 15 3/4 28-Jun-96 3-Jul-96
0628-021695-12 4,600 15 5/8 28-Jun-96 3-Jul-96
0628-022228-12 2,000 15 3/8 28-Jun-96 3-Jul-96
0628-022292-12 1,000 15 3/8 28-Jun-96 3-Jul-96
0628-022541-12 175 15 1/2 28-Jun-96 3-Jul-96
0628-022663-12 1,000 15 1/2 28-Jun-96 3-Jul-96
0628-022686-12 1,000 15 1/2 28-Jun-96 3-Jul-96
0628-022739-12 800 15 1/2 28-Jun-96 3-Jul-96
0628-022976-12 4,200 15 3/8 28-Jun-96 3-Jul-96
0628-022980-12 1,000 15 3/8 28-Jun-96 3-Jul-96
0628-022981-12 4,800 15 3/8 28-Jun-96 3-Jul-96
0628-023561-12 1,000 15 1/4 28-Jun-96 3-Jul-96
0628-023578-12 1,000 15 28-Jun-96 3-Jul-96
0628-023591-12 1,000 15 28-Jun-96 3-Jul-96
0628-023592-12 1,000 15 28-Jun-96 3-Jul-96
0628-023595-12 2,000 15 28-Jun-96 3-Jul-96
0628-023601-12 2,000 15 28-Jun-96 3-Jul-96
0628-023629-12 1,000 14 7/8 28-Jun-96 3-Jul-96
0628-023632-12 2,000 14 7/8 28-Jun-96 3-Jul-96
0628-023646-12 1,000 14 7/8 28-Jun-96 3-Jul-96
0628-023688-12 500 15 28-Jun-96 3-Jul-96
0628-023789-12 1,000 14 7/8 28-Jun-96 3-Jul-96
0628-023813-12 5,000 14 7/8 28-Jun-96 3-Jul-96
0628-023950-12 225 14 7/8 28-Jun-96 3-Jul-96
0628-024077-12 10,000 15 28-Jun-96 3-Jul-96
0628-270565-13 5,000 15 5/8 28-Jun-96 3-Jul-96
0628-270571-13 1,000 15 7/8 28-Jun-96 3-Jul-96
0628-270589-13 5,000 15 1/8 28-Jun-96 3-Jul-96
0628-271009-13 2,000 15 3/4 28-Jun-96 3-Jul-96
0628-271138-13 25,900 14.963 28-Jun-96 3-Jul-96
0628-271139-13 3,600 14.963 28-Jun-96 3-Jul-96
0628-271140-13 6,800 14.963 28-Jun-96 3-Jul-96
0628-271141-13 1,100 14.963 28-Jun-96 3-Jul-96
0628-271142-13 1,000 14.963 28-Jun-96 3-Jul-96
0628-271143-13 28,600 14.963 28-Jun-96 3-Jul-96
0628-271144-13 11,200 14.963 28-Jun-96 3-Jul-96
0628-271145-13 17,200 14.963 28-Jun-96 3-Jul-96
0628-271146-13 4,600 14.963 28-Jun-96 3-Jul-96
</TABLE>
Exhibit 1
NEUROMEDICAL SYSTEMS, INC.
PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT
AGREEMENT dated as of November 22, 1993 by and among
NEUROMEDICAL SYSTEMS, INC., a Delaware corporation (the
"Corporation") MARK RUTENBERG, 20 Sophia Lane, Monsey, New York
10952 (the "Founder") and THE GOLDMAN SACHS GROUP, L.P., a
Delaware Limited Partnership (the "Investor").
W I T N E S S E T H:
WHEREAS, the Corporation wishes to sell to the Investor
and the Investor wishes to purchase from the Corporation an
aggregate of 10,000,000 shares of Series E Preferred Stock (as
hereinafter defined) and a warrant (the "Warrant") to purchase
15,500,000 shares of Series E Preferred Stock (the "Warrant
Shares"), on the terms and conditions contained herein; and
WHEREAS, in lieu of any brokerage commission, the
Corporation wishes to grant to the Investor and the Investor
wishes to receive an additional 500,000 shares of Series E
Preferred Stock, on the terms and conditions contained herein;
NOW, THEREFORE, the parties hereto, intending to be
bound hereby, do agree as follows:
SECTION 1. Restatement of Certificate of Incorporation.
The Corporation has filed with the Secretary of State of the
State of Delaware, an amended and restated certificate of
incorporation (the "Amended and Restated Certificate of
Incorporation"), a copy of which is attached hereto as Exhibit A,
for the purposes of, among other things, (a) authorizing a class
of Convertible Preferred Stock, consisting of 26,000,000 shares,
par value $.0001 per share, which shares have been designated as
Series E Convertible Preferred Stock (the "Series E Preferred
Stock"), (b) authorizing an additional 26,000,000 shares of
Common Stock of the Corporation, par value $.0001 per share (the
"Common Stock"), and (c) setting forth the terms, designations,
powers, preferences and relative, participating, optional and
other special rights, and the qualifications, limitations and
restrictions, of the Series E Preferred Stock.
SECTION 2. Issuance and Sale of Series E Preferred
Stock.
2.1. Issuance of Series E Preferred Stock and
Reservation of Series E Reserved Shares. Subject to the terms
and conditions hereof, the Corporation has authorized (a) the
issuance on the Closing Date (as defined in Section 2.4 hereof)
of 10,500,000 shares of Series E Preferred Stock, (b) the
issuance on the Closing Date (as defined in Section 2.4 hereof)
of a warrant to purchase 15,500,000 shares of Series E Preferred
Stock, substantially in the form attached hereto as Exhibit B and
(c) the reservation of such number of shares of Common Stock as
is necessary, but not less than 26,000,000 shares of Common
Stock, for issuance upon conversion of the Series E Preferred
Stock and upon the conversion of any and all shares of Series E
Preferred Stock to be issued pursuant to the Warrant or pursuant
to any other warrants granted to the Investor (such reserved
shares being referred to herein as the "Series E Reserved
Shares").
2.2. Agreement to Sell and Purchase the Series E
Preferred Stock and the Warrant. At the Closing (as defined in
Section 2.4 hereof), the Corporation is selling to the Investor,
and the Investor is purchasing from the Corporation, upon the
terms and subject to the conditions hereinafter set forth,
10,000,000 shares of Series E Preferred Stock and the Warrant,
for an aggregate purchase price of $10,000,000 (the "Purchase
Price"). In addition, in lieu of a brokerage commission, the
Corporation is granting to the Investor and the Investor is
accepting from the Corporation, upon the terms and subject to the
conditions hereinafter set forth, an additional 500,000 shares of
Series E Preferred Stock.
2.3. Delivery of Series E Preferred Stock to the
Investor. At the Closing, the Corporation is delivering to the
Investor one certificate representing 10,500,000 shares of
Series E Preferred Stock, each registered in the name of the
Investor (the "Stock Certificates"), and the Warrant. Delivery
of such certificate and the Warrant is being made against receipt
by the Corporation from the Investor of the Purchase Price, which
shall be paid by a wire transfer in such amount to an account
designated at least one business day prior to the Closing Date by
the Corporation.
2.4. The Closing. The closing (the "Closing")
hereunder with respect to the transactions contemplated hereby is
taking place at the offices of Fried, Frank, Harris, Shriver and
Jacobson, One New York Plaza, New York, New York 10004,
simultaneously with the execution and delivery of this Agreement
(the "Closing Date").
SECTION 3. Representations and Warranties of the
Corporation and the Founder. The Corporation and the Founder
hereby jointly and severally represent and warrant to the
Investor as follows:
3.1. Organization and Good Standing; Power and
Authority; Qualifications. The Corporation is a corporation duly
organized, validly existing and in good standing under the laws
of the State of Delaware and has all requisite corporate power
and authority to own, lease and operate its properties, to carry
on its business as presently conducted and as proposed to be
conducted and to carry out the transactions contemplated by this
Agreement. The Corporation is qualified to transact business as
a foreign corporation in, and is in good standing under the laws
of, those jurisdictions listed on Schedule 3.1 hereto, which
jurisdictions constitute all of the jurisdictions wherein the
character of the property owned or leased or the nature of the
activities conducted by the Corporation makes such qualification
necessary.
3.2. Authorization of the Documents. The execution,
delivery and performance by the Corporation of the Documents to
which it is a party have been duly authorized by all requisite
corporate action by the Corporation, and each such Document
constitutes a valid and binding obligation of the Corporation,
enforceable against the Corporation, in accordance with its terms
except to the extent that enforceability may be limited by
bankruptcy, insolvency or other similar laws affecting creditors'
rights generally or equitable principles. The Documents to which
the Founder is a party have been duly executed and delivered by
the Founder and each such Document constitutes a valid and
binding obligation of the Founder, enforceable against the
Founder in accordance with its terms except to the extent that
enforceability may be limited by bankruptcy, insolvency or other
similar laws affecting creditors' rights generally or equitable
principles. The execution, delivery and performance of the
Documents to which the Corporation and/or the Founder, as the
case may be, is a party and the consummation of the transactions
contemplated hereby and thereby, compliance with the provisions
thereof by the Corporation, and/or the Founder, as the case may
be, and the issuance, sale and delivery of the Series E Preferred
Stock, the Warrant, the Warrant Shares and the Series E Reserved
Shares by the Corporation will not (a) violate any provision of
law, statute, rule or regulation, or any ruling, writ,
injunction, order, judgment or decree of any court,
administrative agency or other governmental body applicable to
the Corporation, the Founder or any of its respective properties
or assets or (b) conflict with or result in any breach of any of
the terms, conditions or provisions of, or constitute (with due
notice or lapse of time, or both) a default (or give rise to any
right of termination, cancellation or acceleration) under, or
result in the creation of any Encumbrance upon any of the
properties or assets of the Corporation or the Founder under, the
Amended and Restated Certificate of Incorporation or the by-laws
(the "By-Laws") of the Corporation or any note, indenture,
mortgage, lease agreement or other contract, agreement or
instrument to which the Corporation, or the Founder is a party or
by which any of them or any of their properties is bound or
affected. No permit, authorization, consent or approval of or by,
or any notification of or filing with, any person (governmental or
private) is required in connection with the execution, delivery
and performance by the Corporation or the Founder of any Document
to which any of them is a party or the issuance, sale or delivery
of the Series E Preferred Stock, the Warrant Shares or the Series E
Reserved Shares (other than such notifications or filings
required under applicable state securities laws, if any, which
shall be made on a timely basis).
3.3. Capitalization. The authorized and issued capital
stock of the Corporation immediately upon the consummation at the
Closing of the transactions contemplated hereby shall consist of:
(a) 83,000,000 shares of Preferred Stock, as
follows: (i) 15,000,000 shall be Series A Preferred
Stock, par value $.0001 per share (the "Series A
Preferred Stock"), of which 9,337,732 shall have been
validly issued to Steven B. Rothschild, as nominee, and
be outstanding, fully paid and non-assessable, with no
personal liability attaching to the ownership thereof,
and no other shares of Series A Preferred Stock shall be
issued or outstanding, (ii) 12,000,000 shall be Series B
Preferred Stock, par value $.0001 per share (the
"Series B Preferred Stock"), of which 5,515,260 shall
have been validly issued to Edelson Technology Partners
II, L.P., and be outstanding, fully paid and non-
assessable, with no personal liability attaching to the
ownership thereof, and no other shares of Series
B Preferred Stock shall be issued or outstanding,
(iii) 10,000,000 shall be Series C Preferred Stock, par
value $.0001 per share (the "Series C Preferred Stock"),
of which 5,247,781 shall have been validly issued and be
outstanding, fully paid and non-assessable, with no
personal liability attaching to the ownership thereof,
and no other shares of Series C Preferred Stock shall be
issued or outstanding, (iv) 20,000,000 shall be Series D
Preferred Stock, par value $.0001 per share (the "Series
D Preferred Stock"), of which 6,451,550 shall have been
validly issued and be outstanding, fully paid and non-
assessable, with no personal liability attaching to the
ownership thereof, and no other shares of Series D
Preferred Stock shall be issued or outstanding, and (v)
26,000,000 shall be Series E Preferred Stock of which
10,500,000 shall have been validly issued to the Investor
and be outstanding, fully paid and non-assessable, with
no personal liability attaching to the ownership thereof,
and no other shares of Series E Preferred Stock shall be
issued or outstanding (the Series A Preferred Stock, the
Series B Preferred Stock, the Series C Preferred Stock,
the Series D Preferred Stock and the Series E Preferred
Stock are referred to collectively as the "Series
Preferred Stock"); and
(b) 126,000,000 shares of Common Stock, of which
(i) 17,396,702 shares shall have been validly issued and
be outstanding, fully paid and non-assessable, with no
personal liability attaching to the ownership thereof;
(ii) 83,000,000 shares shall have been duly reserved for
issuance in connection with the conversion of the Series
Preferred Stock; and (iii) 13,425,092 shares shall have
been duly reserved for issuance upon the exercise of the
warrants and options to which the Corporation is a
party.
As of the date hereof, each share of Series Preferred Stock is
convertible into one share of Common Stock. Schedule 3.3 hereto
contains a list of (i) all holders of capital stock of the
Corporation, including the number of shares of capital stock held
by each such holder and the purchase price of such shares, and
(ii) all outstanding warrants, options, agreements, convertible
securities or other commitments pursuant to which the Corporation
is or may become obligated to issue any shares of the capital
stock or other securities of the Corporation, which names all
persons entitled to receive such shares or other securities and
the shares of capital stock or other securities required to be
issued thereunder as of the date hereof. Except as set forth on
Schedule 3.3 or as contemplated by this Agreement, the
Stockholders' Agreement (as defined is Section 5(a) hereof) and
the Registration Rights Agreement (as defined in Section 5(b)
hereof) (collectively, "the Documents"), there are, and
immediately upon consummation at the Closing of the transactions
contemplated hereby, there will be, no preemptive or similar
rights to purchase or otherwise acquire shares of the capital
stock of the Corporation pursuant to any provision of law, the
Amended and Restated Certificate of Incorporation or By-Laws (in
each case as amended and in effect on the date hereof), or any
agreement to which the Corporation is a party; and, except as
contemplated by the Documents, there is, and immediately upon the
consummation at the Closing of the transactions contemplated
hereby, there will be, to the best knowledge of the Corporation
and the Founder, no agreement, restriction or encumbrance (such as
a right of first refusal, right of first offer, proxy, voting
agreement, voting trust, registration rights agreement,
stockholders' agreement, etc.) with respect to the sale or voting
of any shares of capital stock of the Corporation (whether
outstanding or issuable upon conversion or exercise of outstanding
securities). The transactions contemplated by the Documents will
not trigger any anti-dilution protection provisions given by the
Corporation to any person or entity (including without limitation,
any stockholder, lender, warrant holder, lessor and/or licensee).
3.4. Authorization of the Series E Preferred Stock, the
Warrant, the Warrant Shares and Series E Reserved Shares. The
authorization, issuance, sale and delivery of the Series E
Preferred Stock and the Warrant and the authorization,
reservation, issuance, sale and delivery of the Warrant Shares
and the Series E Reserved Shares have been duly authorized by all
requisite corporate action of the Corporation, and when issued,
sold and delivered in accordance with this Agreement, the
Series E Preferred Stock, the Warrant Shares and the Series E
Reserved Shares will be validly issued and outstanding, fully
paid and nonassessable with no personal liability attaching to
the ownership thereof, and not subject to preemptive or any other
similar rights of the stockholders of the Corporation or others.
The terms, designations, powers, preferences and relative,
participating, optional and other special rights, and the
qualifications, limitations and restrictions, of each series of
the Preferred Stock are as stated in the Amended and Restated
Certificate of Incorporation.
3.5. Reservation of Warrant Shares. The Corporation
has reserved 15,000,000 shares of Common Stock for issuance to
the Investor upon the exercise of the Warrant, and upon exercise
of the Warrant and payment of the exercise price thereof, the
Warrant Shares will be validly issued, fully paid and non-
assessable, with no personal liability attaching to the ownership
thereof.
3.6. Equity Investments. The Corporation has never
had, nor does it presently have, any subsidiaries, nor has it
owned, nor does it presently own, any capital stock or other
proprietary interest, directly or indirectly, in any corporation,
association, trust, partnership, joint venture or other entity.
3.7. Encumbrances. Except as set forth on Schedule 3.7
hereto, the Corporation owns outright all of the property and
assets, real, personal or mixed, tangible or intangible, used in
the business of the Corporation, subject to no mortgages,
judgments, claims, liens, security interests, pledges, escrows,
charges or other encumbrances of any kind or character whatsoever
("Encumbrances").
3.8. Intellectual Property Rights. Except as set forth
on Schedule 3.8 hereto:
(a) the Corporation owns, possesses, has the
exclusive right to use, has the right to bring actions
for the infringement of, and, where necessary, has made
timely and proper application for, all
Intellectual Property Rights (as hereinafter defined)
necessary, required or desirable for the conduct of its
business as presently conducted or as proposed to be
conducted (collectively, the "Requisite Rights"),
including, without limitation, the Intellectual Property
Rights identified on Schedule 3.8;
(b) Schedule 3.8 lists all patents, patent
applications, trademarks, trademark applications,
registered copyrights (which the Corporation represents
that there is only one), and licenses necessary,
required or desirable for the conduct of its business as
presently conducted or as proposed to be conducted;
(c) no royalties, honoraria or fees are payable by
the Corporation to other persons by reason of the
ownership or use of the Requisite Rights; and
(d) (i) no product, service or process
manufactured, marketed, sold or used, or proposed to be
manufactured, marketed, sold or used, by the Corporation
violates any license or, to the best of current
knowledge, will violate any license, or, to the best of
current knowledge, infringes upon, or will infringe
upon, any Intellectual Property Rights of another; and
(ii) there is no litigation (nor to the best of
current knowledge does there exist any basis therefor)
against the Corporation contesting the validity of the
Intellectual Property Rights of the Corporation or the
right of the Corporation to use any product, service or
process manufactured, marketed, sold or used or proposed
to be manufactured, marketed, sold or used by the
Corporation; and
(iii) there is no pending or threatened claim (nor
to the best of current knowledge does there exist any
basis therefor) against the Corporation contesting the
validity of the Intellectual Property Rights of the
Corporation or the right of the Corporation to use any
product, service or process manufactured, marketed, sold
or used or proposed to be manufactured, marketed, sold
or used by the Corporation; and
(iv) the Corporation has not received any notice
that any of the Requisite Rights or the operation or
proposed operation of the Corporation's business
conflicts or will conflict with the asserted rights of
others, nor to the best of current knowledge does there
exist any basis for any such conflict.
As used herein, the term "Intellectual Property Rights"
means all industrial and intellectual property rights, including,
without limitation, Proprietary Technology (as hereinafter
defined), patents, patent applications, patent rights,
trademarks, trademark applications, trade names, service marks,
service mark applications, copyrights, know-how, franchises,
licenses, trade secrets, proprietary processes and formulae. As
used herein, "Proprietary Technology" means all source and object
code, algorithms, architecture, structure, software, firmware,
display screens, layouts, processes, inventions, trade secrets,
know-how, development tools and other proprietary rights owned by
the Corporation, pertaining to any product or service
manufactured, marketed or sold, or proposed to be manufactured,
marketed or sold (as the case may be), by the Corporation, or
used, employed or exploited in the development, license, sale,
marketing, distribution or maintenance thereof, and all
documentation and media constituting, describing or relating to
the above, including, without limitation, manuals, memoranda,
know-how, notebooks, patents and patent applications, trademarks
and trademark applications, copyrights and copyright
applications, records and disclosures.
3.9. Financial Information. (a) The Corporation has
previously delivered to the Investor the following financial
information:
(i) the unaudited balance sheet of the Corporation as
of June 30, 1993, and the related unaudited statements of
operations, stockholders' equity and changes in financial
position for the six-month period then ended (the "June
Financials"); and
(ii) the audited balance sheets of the Corporation as of
December 31, 1992, 1991, 1990 and 1989 and the related
statements of operations and stockholders' equity for each of
the four years then ended.
(b) Except as set forth on Schedule 3.9 hereto,
the financial statements referred to in the foregoing clause (a)
of this Section 3.9: (i) are in accordance with the books and
records of the Corporation, respectively; (ii) fairly present the
financial condition and the results of operations of the
Corporation, as of the dates and for the periods indicated; and
(iii) have been prepared in accordance with generally accepted
accounting principles consistently applied.
(c) The Corporation has provided to the Investor
it's internally prepared unaudited balance sheet as of September
30, 1993, and the related statements of operations for the nine-
month period then ended.
3.10. Absence of Undisclosed Liabilities. Except as
set forth on Schedule 3.10 hereto, at June 30, 1993, (a) the
Corporation had no liability of any nature (matured or unmatured,
fixed or contingent) which was not provided for or disclosed in
the June Financials and (b) all liability reserves established by
the Corporation, and set forth in the June Financials were
adequate for all such liabilities at that date. There were no
loss contingencies (as such term is used in Statement of
Financial Accounting Standards No. 5 issued by the Financial
Accounting Standards Board in March 1975) which were not
adequately provided for in the June Financials.
3.11. Absence of Changes. Except as set forth on
Schedule 3.11 hereto, since December 31, 1992, there has not been
(a) any material adverse change in the financial condition,
results of operations, assets or liabilities of the Corporation,
(b) any liability or obligation of any nature whatsoever
(contingent or otherwise) incurred by the Corporation, other than
current liabilities or obligations incurred in the ordinary
course of business, (c) any asset or property of the Corporation
made subject to a lien of any kind, (d) any waiver of any
valuable right of the Corporation, or the cancellation of any
material debt or claim held by the Corporation, (e) any payment
of dividends on, or other distributions with respect to, or any
direct or indirect redemption or acquisition of, any shares of
the capital stock of the Corporation, or any agreement or
commitment therefor, (f) any issuance of any stock, bonds or
other securities of the Corporation, or any agreement or
commitment therefor, (g) any sale, assignment or transfer of any
tangible or intangible assets of the Corporation, except in the
ordinary course of business, (h) any loan by the Corporation to
any officer, director, employee, consultant or shareholder of the
Corporation, or any agreement or commitment therefor (other than
advances to such persons in the ordinary course of business in
connection with travel and travel related expenses), (i) any
damage, destruction or loss (whether or not covered by insurance)
affecting the assets, property, financial condition or results of
operations of the Corporation, (j) any extraordinary increase,
direct or indirect, in the compensation paid or payable to any
officer, director, employee, consultant or agent of the
Corporation, (k) any change in the accounting methods, practices
or policies followed by the Corporation or any change in
depreciation or amortization policies or rates theretofore
adopted, (l) any indebtedness incurred for borrowed money,
(m) any amendment to or termination of any material agreement to
which the Corporation is a party (other than amendments to or
terminations of agreements pursuant to or contemplated by the
Documents) or (n) any disclosure of proprietary information other
than in the ordinary course of business and other than to the
Corporation's representatives.
3.12. Tax Matters. Except as set forth on Schedule
3.12 hereto: (a) the Corporation has filed all returns,
declarations of estimated tax, reports, information returns and
statements (collectively, the "Returns") required to be filed by
it prior to the Closing (other than those subject to a valid
extension of time to file on the Closing) relating to any Taxes
imposed with respect to income, properties or operations of the
Corporation; (b) when filed, each such Return was complete and
correct; (c) the Corporation has timely paid or made provision
for all Taxes shown as due and payable on such Returns; (d) the
Corporation is not delinquent in the payment of any Taxes, nor
has it requested any extension of time within which to file any
Return, which Return has not since been filed; (e) there are no
pending audits or other inquiries into any Returns of the
Corporation; (f) no tax liens have been filed and no addition to,
or deficiency regarding, Taxes with respect to income, properties
or operations of the Corporation has been proposed, asserted or
assessed in writing against the Corporation; and (g) the
Corporation has not granted any extension of the statute of
limitations applicable to any Return or other Tax claim with
respect to any income, properties or operations of the
Corporation. As used in this Agreement, the term "Tax" shall
mean any of the Taxes and the term "Taxes" shall mean (i) all
income taxes (including any tax on or based upon net income, or
gross income, or income as specially defined, or earnings, or
profits, or selected items of income, earnings or profits) and
all gross receipts, sales, use, ad valorem, transfer, franchise,
license, withholding, payroll, employment, excise, severance,
stamp, occupation, premium, property or windfall profits taxes,
alternative or add-on minimum taxes, customs duties or other
taxes, fees, assessments or charges of any kind whatsoever,
together with any interest and any penalties, additions to tax or
additional amounts imposed by any taxing authority (domestic or
foreign), and (ii) any liability for the payment of any amount of
the type described in the immediately preceding clause (i) as a
result of being a "transferee" (within the meaning of Section 6901
of the Code or any other applicable law) of another person or
entity or a member of an affiliated or combined group.
3.13. Employee Benefit Plans. (a) The Corporation has
complied with and performed all obligations required to be
performed by it under or with respect to any of its Benefit
Plans, or any related trust or insurance contract and has
complied with all applicable federal, state and local laws, rules
and regulations with respect to each of its Benefits Plans. All
contributions and other payments required to be made by the
Corporation to any Benefit Plan prior to the date hereof have
been made. There is no claim, dispute, grievance, charge,
complaint, restraining or injunctive order, litigation or
proceeding pending, or to the knowledge of the Corporation or the
Founder threatened or anticipated (other than routine claims for
benefits) against or relating to any Benefit Plan or against the
assets thereof. The Corporation has not communicated generally
to employees or specifically to any employee regarding any future
increase in benefit levels or the creation of any new employee
benefit plan beyond those reflected the Benefit Plans.
(b) The Corporation does not and has never contributed
to nor maintained an employee benefit plan which is subject to
Title IV of ERISA.
(c) The Corporation does not maintain or contribute to
any Benefit Plan which provides, and has no liability or
obligation to provide, life insurance, medical, or other employee
welfare benefits to any employee (or beneficiary) upon his or her
retirement or termination of employment, except as required by
law, and the Corporation has never represented, promised or
contributed to any employee that such employee would be provided
with life insurance, medical, or other employee welfare benefits
upon his retirement or termination of employment, except (i) to
the extent required by law and (ii) for the Employment Agreements
(as defined in Section 3.16(b) herein) and an employee stock
ownership plan which will provide for issuances of no more than
8,000,000 shares, in the aggregate, of Common Stock.
(d) Each of the Corporation's Benefit Plans can be
amended, terminated, or otherwise discontinued, without liability
to the Investor.
(e) No "prohibited transaction," within the meaning of
Section 4975 of the Code or Section 406 of ERISA, has occurred
with respect to any of the Corporation's Benefit Plans.
(f) No transaction contemplated by this Agreement will
(either alone or upon the occurrance of and additional or
subsequent events) constitute an event under any Benefit Plan,
agreement, trust, or loan that will or may result in any payment
(whether of severance pay or otherwise), acceleration,
forgiveness of indebtedness, vesting, distribution, increase in
compensation or benefits of obligation to fund benefits with
respect to any employee.
For purposes of this Section 3.13: (i) "Code" means the
Internal Revenue Code of 1986, as amended; "ERISA" means the
Employment Retirement Income Security Act of 1974, as amended;
and (ii) "Benefit Plan" means any plan, program, policy, payroll
practice, contract, or other arrangement providing for fringe
benefits or other employee benefits of any kind, whether formal
or informal, funded or unfunded, and whether or not legally
binding, including, without limitation each "employee benefit
plan," within the meaning of Section 3(3) of ERISA which is now
or previously, has been maintained, contributed to, or required
to be contributed to by the Corporation for the benefit of any
kind of its employees, and pursuant to which the Corporation has
or may have any liability, contingent or otherwise.
3.14. Title to Assets, Properties and Rights. The
Corporation has good and marketable title to all of the
properties, interests in properties and assets, real, personal or
mixed, reflected in the June Financials or acquired after
June 30, 1993 (except other property sold or otherwise disposed
of since June 30, 1993, in the ordinary course of business and
accounts receivable and notes receivable paid in full subsequent
to June 30, 1993), free and clear of all Encumbrances except
(i) those set forth on Schedule 3.14 hereto, (ii) liens (or
similar liens) for current taxes not yet due and payable and
(iii) non-consensual liens imposed by law, including landlords',
mechanics', warehousemen's, materialmen's and vendors' liens (or
similar liens), provided any such non-consensual lien secures
only obligations not in default and the holder thereof has not
taken any steps to enforce it.
3.15. Real Property--Owned or Leased. Schedule 3.15
hereto contains a list and brief description of all real
property owned or leased by the Corporation, as well as all
buildings and other structures and material improvements located
on such real property. With respect to real estate leased by the
Corporation, (i) the Corporation is the owner and holder of all
of the leasehold estates purported to be granted by such leases
and (ii) all leases to which the Corporation is a party are in
full force and effect and constitute valid and binding
obligations of the Corporation.
3.16. Agreements, Etc. (a) Except as set forth on
Schedule 3.14 or Schedule 3.16 hereto, the Corporation is not a
party to any written or oral contract not made in the ordinary
course of business and, whether or not made in the ordinary
course of business, the Corporation is not a party to any written
or oral (i) contract for the future purchase of fixed assets or
for the future purchase of materials, supplies or equipment;
(ii) contract for the employment of any officer, individual
employee or other person on a full-time basis or any contract
with any person on a consulting basis (other than the Employment
Agreements, as defined in Section 3.16(b)); (iii) bonus, pension,
profit-sharing, retirement, stock purchase, stock option,
hospitalization, medical insurance or similar plan, contract or
understanding in effect with respect to employees or any of them
or the employees of others; (iv) agreement or indenture relating
to the borrowing of money or to the mortgaging, pledging or
placement of a lien on any assets of the Corporation;
(v) guaranty of performance, liabilities or obligations of any
other entity; (vi) lease or agreement under which the Corporation
is lessee of or holds or operates any property, real or personal,
owned by any other party; (vii) lease or agreement under which
the Corporation is lessor of or permits any third party to hold
or operate any property, real or personal, owned or controlled by
the Corporation; (viii) agreement or other commitment for capital
expenditures in excess of $10,000; (ix) contract, agreement or
commitment under which the Corporation is obligated to pay any
broker's fees, finder's fees or any such similar fees, to any
third party; (x) contract, agreement or commitment under which
the Corporation has issued or may become obligated to issue, any
shares of capital stock of the Corporation, or any warrants,
options, convertible securities or other commitments pursuant to
which the Corporation is or may become obligated to issue any
shares of its capital stock; (xi) contract or agreement with any
governmental entity; (xii) contract, agreement, license or any
other commitment which relates to Intellectual Property Rights;
(xiii) agreements or contracts with laboratories or other
customers; (xiv) non-competition, non-disclosure or invention
assignment agreements (other than the Non-Disclosure Agreements,
as defined in Section 3.16(b)); (xv) franchising, licensing,
joint venture, distribution or partnership agreements; (xvi)
contracts or agreements involving the payment of commissions or
discounts by the Corporation; or (xvii) any other contract,
agreement, arrangement or understanding which is material to the
business of the Corporation. The Corporation has furnished to the
Investor true and correct copies of all such agreements and other
documents whether or not requested by the Investor or its
authorized representatives.
(b) Each employee of the Corporation who has or is
proposed to have access to confidential and proprietary
information of the Corporation has signed, and become bound by,
an agreement with the Corporation, relating to non-disclosure,
proprietary information and patent and invention assignment
substantially in the form of Exhibit C hereto (the "Non-
Disclosure Agreements"). Each employee listed on Schedule 3.16
has signed, and become bound by, an employment agreement
substantially in the form of Exhibit D hereto (the "Employment
Agreements").
(c) As used in this Section 3.16, the term
"Material Contracts" means the agreements of the Corporation
required to be disclosed on Schedules 3.14, 3.16 or any other
Schedule hereto, the Non-Disclosure Agreements and the Employment
Agreements.
(d) All of the Material Contracts are in full
force and effect, are valid and binding and are enforceable in
accordance with their terms in favor of the Corporation. To the
knowledge of the Corporation and the Founder, there are no
material liabilities of any party to any Material Contract
arising from any breach or default of any provision thereof
and, to the knowledge of the Corporation and the Founder, no event
has occurred that, with the passage of time or the giving of
notice or both, would constitute a breach or default by any party
thereto.
(e) To the knowledge of the Corporation and the
Founder, the Corporation has fulfilled all material obligations
required pursuant to each Material Contract to have been
performed by the Corporation prior to the date hereof, and the
Corporation and the Founder have no reason to believe that the
Corporation will not be able to fulfill, when due, all of its
obligations under the Material Contracts that remain to be
performed after the date hereof.
(f) The Corporation has maintained and continues
to maintain good relations with its customers, suppliers and
agents, and the Corporation and the Founder have no reason to
believe that such relations will in the foreseeable future
deteriorate or suffer any changes adverse to the Corporation.
(g) To the knowledge of the Corporation and the
Founder, except as set forth in Schedule 3.16, there are no (i)
agreements regarding rights with respect to Directors; (ii)
voting agreements; (iii) voting trusts; or (iv) other agreements
relating to the capital stock of the Corporation.
3.17. Labor Relations; Employees. The Corporation
employs a total of 41 persons. Except as set forth on Schedule
3.17 hereto, (i) the Corporation is not delinquent in payments to
any of its employees, for any wages, salaries, commissions,
bonuses or other direct compensation for any services performed
by them to the date hereof or amounts required to be reimbursed
to such employees, (ii) the Corporation, to the best knowledge of
the Corporation and the Founder, is in compliance in all material
respects with all applicable laws and regulations respecting
labor, immigration, employment and employment practices, terms
and conditions of employment and wages and hours, (iii) there is
no labor strike, dispute, slowdown or stoppage actually pending
or, to the best knowledge of the Corporation and the Founder,
threatened against or involving the Corporation, (iv) neither any
grievance which might have a material adverse effect on the
Corporation or the conduct of their respective businesses nor any
arbitration proceeding arising out of or under collective
bargaining agreements is pending and no claim therefor has been
asserted, (v) the Corporation is not a party to any collective
bargaining agreement or, except as provided in the Documents, any
employment or consulting agreement or any agreement, plan or
arrangement providing for severance payments to any employee of
the Corporation upon termination of employment or which provide
benefits upon a change in control of the Corporation and (vi) to
the best knowledge of the Corporation and the Founder, no
salaried key employee has any plans to terminate his or her
employment with the Corporation.
3.18. Business Generally. Except as set forth on
Schedule 3.18 hereto and except as provided in the Private
Placement Memorandum, dated as of November 8, 1993 (the "Private
Placement Memorandum"), provided to certain potential investors,
there have been no events, transactions, or information which has
come to the attention of the Corporation or the Founder, having a
direct impact on the Corporation or its business or assets, which
could reasonably be expected to have a material adverse effect on
the profitability of the businesses and operations of the
Corporation.
3.19. Litigation. Except as set forth on Schedule 3.19
hereto, there is no civil, criminal or administrative action,
suit, claim, notice, hearing, inquiry, proceeding or
investigation at law or in equity or by or before any
governmental instrumentality or other agency now pending nor, to
the best knowledge of the Corporation or the Founder, threatened
against or affecting the Corporation (including, without
limitation, any action, suit, claim, proceeding or litigation
involving the claims contemplated by Sections 3.8 and 3.22), nor
to the best knowledge of the Corporation or the Founder, does
there exist any basis for any such pending or threatened action,
suit, customer claim, proceeding or investigation.
3.20. No Defaults. Except as set forth on Schedule
3.20 hereto and except for defaults which have been waived, the
Corporation is not in default (a) under its certificate of
incorporation (and, the Corporation was not in default under its
certificate of incorporation immediately prior to the filing of
the Amended and Restated Certificate of Incorporation) or by-
laws, or any indenture, mortgage, lease, purchase or sales order,
or any other contract, agreement or instrument to which the
Corporation is a party or by which the Corporation or any of its
respective properties is bound or affected or (b) with respect to
any order, writ, injunction or decree of any court of any
Federal, state, municipal or other domestic or foreign
governmental department, commission, board, bureau, agency or
instrumentality. There exists no condition, event or act which
constitutes, or which after notice, lapse of time or both, would
constitute, a default under any of the foregoing.
3.21. Employment of Officers, Employees and
Consultants. To the best knowledge of the Corporation and the
Founder, no third party may assert any valid claim against the
Corporation, the Founder, the Investor or any of the Designated
Persons (as hereinafter defined) with respect to (a) the
continued employment by, or association with, the Corporation, of
any of the present officers or employees of or consultants to the
Corporation (collectively, the "Designated Persons") or (b) the
use, in connection with any business presently conducted or
proposed to be conducted by the Corporation, the Founder or any
of the Designated Persons of any information which the
Corporation, the Founder or any of the Designated Persons would
be prohibited from using under any prior agreements or
arrangements or any legal considerations applicable to unfair
competition, trade secrets or proprietary information.
3.22. Compliance. To the best knowledge of the
Corporation and the Founder, the Corporation in carrying out its
contemplated business (a) has been in compliance in all material
respects with all Federal, state, local and foreign laws, rules,
ordinances, codes, consents, authorizations, registrations,
regulations, decrees, directives, judgments and orders applicable
to it, its business and the ownership of its assets and (b) has
all Federal, state, local and foreign governmental licenses,
permits and qualifications material to and necessary in the
conduct of its business as currently conducted, such licenses,
permits and qualifications are in full force and effect, and, to
the best knowledge of the Corporation and the Founder, no
violations have been recorded in respect of any such licenses,
permits and qualifications, no proceeding is pending or threatened
to revoke or limit any such license, permit or qualification and
there is no reason why any such license, permit or qualification
would not be renewed in the ordinary course. Schedule 3.22 sets
forth a list of all such licenses, permits and qualifications, and
the expiration dates thereof.
3.23. Insurance. All the insurable properties of the
Corporation are insured for the benefit of the Corporation, in
amounts deemed adequate by the Corporation against all risks
usually insured against by persons operating similar properties
in the localities in which such properties are located under
policies in effect and issued by insurers of recognized
responsibility. Schedule 3.23 sets forth a list of all insurance
policies to which the Corporation is a party, specifying the
amount of coverage and the subject matter covered by each policy.
3.24. Previous Issuances Exempt. All shares of capital
stock and other securities issued by the Corporation prior to the
Closing have been issued in transactions exempt from registration
under Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act"), and all applicable state securities or "blue
sky" laws, and the Corporation had a reasonable basis for
believing that each purchaser of securities, at the time of his
purchase, was an "Accredited Investor" (as defined in Rule 501(a)
under the Securities Act). The Corporation has not violated the
Securities Act or any applicable state securities or "blue sky"
laws in connection with the issuance of any shares of capital
stock or other securities prior to the Closing. The Corporation
has not offered any of its capital stock, or any other
securities, for sale to, or solicited any offers to buy any of
the foregoing from, or otherwise approached or negotiated in
respect thereof, in such a manner as to require any capital stock
or other securities to be registered under the Securities Act.
3.25. Environmental Matters. Except as set forth on
Schedule 3.25, (i) all of the real property currently or formerly
operated or leased by the Company is free of any Hazardous
Substances (as defined in Section 7 hereof); (ii) the
Corporation has not used any waste disposal site, or otherwise
disposed of, transported, or arranged for the transportation of,
any Hazardous Substances to any place or location, or in
violation of any Environmental Laws (as defined in Section 7
hereof); and (iii) the Corporation has not received any notice or
other communication that any of them is or may be a potentially
responsible person or otherwise liable for any Environmental
Costs (as defined in Section 7 hereof) in connection with any
waste disposal site allegedly containing any Hazardous
Substances.
3.26. Related Transactions. Except as set forth in
Schedule 3.26 hereto, no current or former stockholder, director,
officer or employee of the Corporation, nor any "associate" (as
defined in the rules and regulations promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"))
of the Corporation, is presently, or since the inception of the
Corporation, has been, directly or indirectly through his or its
affiliation with any other person or entity, a party to any
transaction with the Corporation, providing for the furnishing of
services by or to the Corporation other than in connection with
any such person's duties as a director, officer or employee of
the Corporation, or rental of real or personal property from or
to, or otherwise requiring cash payments to or by any such
person. For purposes of this Agreement, a transaction of the
type described in this Section 3.26 is sometimes herein referred
to as a "Related Transaction".
3.27. Use of Proceeds. No less than $7,750,000 of the
net proceeds received by the Corporation from the sale of the
Series E Preferred Stock shall be used by the Corporation for
manufacturing or other operational expenses.
3.28. Offering Exemption. The offering and sale of the
Series E Preferred Stock and the Reserved Shares upon conversion
of the Series E Preferred Shares, as the case may be, are each
exempt from registration under the Securities Act; and the
aforesaid offering and sale is also exempt from registration
under applicable state securities and "blue sky" laws.
3.29. Brokers. Except as contemplated in this
Agreement, neither the Corporation, the Founder nor any of the
officers, directors, employees or stockholders of the Corporation
has employed any broker or finder in connection with the
transactions contemplated by this Agreement.
3.30. Registration Rights. Except as contemplated by
the Registration Rights Agreement (as defined in Section 5(b)
herein) and except as set forth on Schedule 3.30, no person has
any right to cause the Corporation to effect the registration
under the Securities Act of any shares of Common Stock or any
other securities (including debt securities) of the Corporation.
The piggyback registration rights of the persons listed on
Schedule 3.30 are junior to or in parity with those granted by
the Corporation to certain stockholders (including the Investor)
pursuant to the Registration Rights Agreement. There is no
conflict between the registration rights granted to Investor
pursuant to the Registration Rights Agreement and any
registration rights granted by the Corporation to any person or
entity, including, without limitation, any stockholder, lender,
warrant holder, lessor and/or licensee.
3.31. Disclosure. Neither this Agreement nor any other
document, certificate, instrument or written statement furnished
or made to the Investor by or on behalf of the Corporation or the
Founder in connection with the transactions contemplated hereby,
including, but not limited to, the Private Placement Memorandum,
contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements
contained herein and therein not misleading. There is no fact
which materially adversely affects, or in the future may, insofar
as the Corporation or the Founder may reasonable foresee,
materially adversely affect, the business, operations, affairs,
prospects, condition, properties or assets of the Corporation
which has not been set forth in this Agreement or in the other
documents, certificates, instruments or statements furnished to
the Investor by or on behalf of the Corporation or the Founder.
3.32. FDA Clearance. No United States Food and Drug
Administration ("FDA") clearance is necessary for the
investigational screening of pap smear slides using the PAPNET TM
system as presently being conducted by the Corporation.
SECTION 4. Representations and Warranties of the
Investor. The Investor represents and warrants to the
Corporation as follows:
(a) The Investor is acquiring the Series E
Preferred Stock and the Warrant for its own account, for
investment and not with a view to the distribution thereof within
the meaning of the Securities Act.
(b) The Investor understands that (i) the Series E
Preferred Stock has not been, and that the Warrant Shares and
Series E Reserved Shares will not be, registered under the
Securities Act, by reason of their issuance by the Corporation in
a transaction exempt from the registration requirements of the
Securities Act and (ii) the Series E Preferred Stock, the Warrant
Shares and the Series E Reserved Shares may not be sold unless
such disposition is registered under the Securities Act or is
exempt from registration.
(c) The Investor further understands that the
exemption from registration afforded by Rule 144 (the provisions
of which are known to such Investor) promulgated under the
Securities Act depends on the satisfaction of various conditions,
and that, if applicable, Rule 144 may only afford the basis for
sales only in limited amounts.
(d) Except as contemplated in this Agreement, the
Investor has not employed any broker or finder in connection with
the transactions contemplated by this Agreement.
(e) The Investor is an "Accredited Investor" (as
defined in Rule 501(a) under the Securities Act).
(f) The Investor is a limited partnership duly
organized, validly existing under the laws of the State of
Delaware having all partnership power and authority and all
necessary licenses and permits required to carry on its business
as now conducted and to enter into and perform this Agreement.
This Agreement has been duly authorized by all necessary action
on the part of the Investor. When duly executed and delivered
this Agreement will constitute a valid and binding agreement of
the Investor enforceable against the Investor in accordance with
its terms except to the extent that enforceability may be limited
by bankruptcy, insolvency or other similar laws affecting
creditors' rights generally or equitable principles.
SECTION 5. Deliveries at the Closing. Simultaneous
with the Closing, the following actions have been, or are being
taken:
(a) A stockholders' agreement (the "Stockholders'
Agreement") by and among the Corporation, the Investor and
certain of the stockholders of the Corporation, substantially in
the form of Exhibit E hereto, is being executed and delivered by
the Corporation and such parties.
(b) A registration rights agreement (the
"Registration Rights Agreement") between the Corporation, the
Investor and certain other stockholders of the Corporation,
substantially in the form of Exhibit F hereto, is being duly
executed and delivered by the Corporation and such parties.
(c) Appropriate legends, in accordance with the
terms of the Stockholders' Agreement and the Registration Rights
Agreement have been placed on the securities of the Corporation
covered by such agreements.
(d) The Investor has designated two (2) directors
to serve on the Board of Directors of the Corporation, in
accordance with the By-Laws, which By-Laws have been amended (the
"By-Law Amendments") in the form set forth in Exhibit G hereto.
(e) The Amended and Restated Certificate of
incorporation has been duly filed with the Secretary of State of
Delaware.
(f) The Corporation has delivered to the Investor:
(1) long form certificates of good standing for the Corporation
from the States of Delaware and New York; (2) certified
resolutions of the Board of Directors authorizing the adoption of
the Amended and Restated Certificate of Incorporation and the By-
Law Amendments; (3) certified resolutions of the stockholders of
the Corporation adopting the Amended and Restated Certificate of
Incorporation; (4) an incumbency certificate; (5) the Stock
Certificates; and (6) the Warrant.
(g) The Investor has the received from Sheldon
Krause, Esq., counsel for the Corporation, its opinion addressed
to the Investor, dated as of the Closing Date, in the form of
Exhibit H attached hereto; from Renner, Otto, Boisselle & Sklar,
counsel for the Corporation, its opinion addressed to the
Investor, dated as of the Closing Date, in the form of Exhibit I
attached hereto; and from King & Spalding, FDA counsel to the
Corporation, its opinion addressed to the Investor, dated as of
the Closing Date, in the form of Exhibit J attached hereto.
SECTION 6. Management of the Corporation.
6.1. Access to Records. The Corporation shall afford
to the Investor and its employees, counsel and other authorized
representatives free and full access, upon reasonable advance
notice, to all of the books, records and properties of the
Corporation and to all officers and employees of the Corporation,
for any reasonable purpose whatsoever.
6.2. Financial Reports. The Corporation agrees to
furnish the Investor with the following:
6.2.1. Within 45 days after the end of each month
for the first two years following the Closing, and within
45 days after the end of each quarter following the second
anniversary of the Closing, an unaudited management financial
report of the Corporation, which report shall include the
following:
(a) a balance sheet of the Corporation as of the
last day of such month or quarter, which balance sheet
shall be prepared in accordance with generally accepted
accounting principles consistently applied;
(b) a statement of operations for such month or
quarter, itemizing all revenues and expenses, together
with (i) a cumulative statement of operation from the
first day of the current fiscal year to the last day of
such month or quarter and (ii) a comparison between the
actual figures for such month and the comparable figures
for the prior year, which statements shall be prepared
in accordance with generally accepted accounting
principles consistently applied; and
(c) a written explanation of (i) any material
differences between the operating and financial results
and the Budget (as hereinafter defined), (ii) an
analysis of any significant problems, changes, events or
achievements and (iii) a commentary on developing
changes in the business outlook of the Corporation,
together with a statement as to their anticipated effect
on future operations and previous forecasts;
certified by the President, chief executive officer or chief
financial officer of the Corporation as being prepared in
accordance with generally accepted accounting principles (subject
to normal year-end audit adjustments) consistently applied.
6.2.2. Within 90 days after the end of each fiscal
year of the Corporation, audited financial statements of the
Corporation, which shall include a statement of operations and a
statement of cash flows for such fiscal year, a balance sheet as
of the last day thereof, and the accompanying notes each prepared
in accordance with generally accepted accounting principles
consistently applied audited by such independent certified public
accountants.
6.2.3. Promptly upon becoming available (a) copies
of all financial statements, reports, press releases, notices,
proxy statements and other documents sent by the Corporation to
its stockholders or released to the public and copies of all
regular and periodic reports, if any, filed by the Corporation
with the Securities and Exchange Commission ("SEC") or any
securities exchange and (b) any other financial or other
information available to management of the Corporation as the
Investor shall have reasonably requested on a timely basis.
6.2.4. If for any period the Corporation shall
have any subsidiary or subsidiaries whose accounts are
consolidated with those of the Corporation, then, in respect of
such period, the financial statements and information delivered
pursuant to the foregoing Sections 6.2.1, 6.2.2 and 6.2.3 shall
be the consolidated and consolidating financial statements of the
Corporation and all such consolidated subsidiaries.
6.2.5. In all cases, the Corporation shall provide
to the Investor all information which it provides or has an
obligation to provide to any other stockholder of the
Corporation, pursuant to any agreement with such stockholder or
otherwise, and any other information that the Investor may
reasonably request.
6.3. Budget and Operating Forecast. With respect to
the fiscal periods of the Corporation ending on December 31, 1993
and December 31, 1994, the Corporation has prepared and delivered
to the Investor an operating plan (the "Budget") for such fiscal
period. With respect to each fiscal year of the Corporation
thereafter, the Corporation shall prepare and submit to the Board
of Directors no later than sixty days before the commencement of
such fiscal year a Budget for such fiscal year. The Budget shall
be accepted as the Budget for such fiscal year when it has been
approved by a majority of the Board of Directors of the
Corporation. The Budget shall be reviewed by the Corporation
periodically and all changes therein and all material deviations
therefrom shall be resubmitted to the Board of Directors of the
Corporation in advance and shall be accepted when approved by,
and the Corporation shall not make any such changes or material
deviations to or from the Budget without such prior approval of,
a majority of the Board of Directors of the Corporation.
6.4. System of Accounting. The Corporation shall
maintain a system of accounting established and administered in
accordance with generally accepted accounting principles, and
will set aside on its books and cause each of its subsidiaries,
if any, to set aside on its books all such proper reserves as
shall be required by generally accepted accounting principles.
6.5. Designated Offering. Notwithstanding the
foregoing provisions of this Section 6, the rights of the
Investor and the obligations of the Corporation under this
Section 6, except those contained in Sections 6.1 and 6.2.3(a)
(which shall survive), shall terminate upon the consummation of a
firm commitment underwritten public offering of the Common Stock
under the Securities Act, in which the product of (i) the
offering price and (ii) the sum of (a) the shares of Common Stock
outstanding, (b) the number of shares of Common Stock into which
the Series Preferred Stock is convertible and (c) the number of
shares of Common Stock into which "in the money" warrants and
options are convertible is not less than $100,000,000 after
underwriting discounts and costs of such offers (a "Designated
Offering").
6.6. Prompt Payment of Taxes, etc. The Corporation
will promptly pay and discharge, or cause to be paid and
discharged, when due and payable, all lawful taxes, assessments
and governmental charges or levies imposed upon the income,
profits, property or business of the Corporation or any
subsidiary; provided, however, that any such tax, assessment,
charge or levy need not be paid if the validity thereof shall at
the time be contested in good faith by appropriate proceedings,
and provided, further, that unless otherwise approved by the
Board of Directors, the Corporation will pay all such taxes,
assessments, charges or levies forthwith upon the commencement of
proceedings to foreclose any lien which may have attached as
security therefor. Unless otherwise approved by the Board of
Directors, the Corporation will promptly pay or cause to be paid
when due, or in conformance with customary trade terms, all other
obligations incident to its operations.
6.7. Maintenance of Properties and Leases. The
Corporation will keep its properties in good repair, working
order and condition, reasonable wear and tear excepted, and from
time to time make all needful and proper, or legally required,
repairs, renewals, replacements, additions and improvements
thereto; and the Corporation and its subsidiaries, if any, will
at all times comply with each provision of all leases to which
any of them is a party or under which any of them occupies, or
has possession, of, property if the breach of such provision
might have a material adverse effect on the condition, financial
or otherwise, or operations of the Corporation.
6.8. Insurance. The Corporation will keep its assets
and those of its subsidiaries which are of an insurable
character, if any, insured by financially sound and reputable
insurers against loss or damage by fire, extended coverage and
explosion in amounts sufficient to prevent the Corporation or any
subsidiary from becoming a co-insurer and not in any event less
than 80% of the insurable value of the property insured. The
Corporation will maintain, with financially sound and reputable
insurers, insurance against other hazards and risks and liability
to persons and property to the extent and in the manner customary
for companies in similar businesses similarly situated.
6.9. Key Man Life Insurance. The Corporation will use
its best efforts to maintain or cause to be maintained, with
financially sound and reputable insurers, term life insurance on
the life of Mark Rutenberg and on the lives of such other
officers and employees of the Corporation in the amount of
$4,000,000. Such policies shall be owned by the Corporation and
all benefits thereunder shall be payable to the Corporation.
6.10. Accounts and Records. The Corporation will keep
true records and books of accounts in which full, true and
correct entries will be made of all dealings or transactions in
relation to its business and affairs in accordance with generally
accepted accounting principles applied on a consistent basis.
6.11. Compliance with Requirements of Governmental
Authorities. The Corporation shall duly observe and conform to
all valid requirements of governmental authorities relating to
the conduct of its businesses or to its property or assets.
6.12. Maintenance of Corporate Existence, etc. The
Corporation shall maintain in full force and effect its corporate
existence, rights, governmental approvals and franchises and all
licenses and other rights to use patents, processes, licenses,
trademarks, trade names or copyrights owned or possessed by it
and deemed by the Corporation to be material to the conduct of
its business.
6.13. Availability of Common Stock for Conversion. The
Corporation will, from time to time, in accordance with the laws
of the state of its incorporation, use its best efforts to
increase the authorized amount of Common Stock if at any time the
number of shares of Common Stock remaining unissued and available
for issuance shall be insufficient to permit conversion of all
the then outstanding shares of the Series E Preferred Stock.
6.14. Proprietary Information Agreement. (a) The
Corporation and each person hereafter employed by it will enter
into a Non-Disclosure Agreement to the effect and in
substantially the form of Exhibit C hereto or as otherwise
approved by the Board of Directors.
(b) The Corporation will use its best efforts to
cause all technological developments, inventions, discoveries or
improvements made by employees of the Corporation and its
subsidiaries, if any, to be fully documented in engineering
notebooks in accordance with the best prevailing industrial
professional standards, and where possible and appropriate, file
and prosecute United States and foreign patent applications
relating to and protecting such developments.
6.15. Meetings of the Board of Directors. (a) The
Board of Directors shall call, and use its best efforts to have,
regular meetings not less often than quarterly.
(b) The Corporation shall pay all reasonable
travel expenses and other out-of-pocket disbursements incurred by
the director(s) designated by the Investor in connection with
attending meetings of the Board of Directors of the Corporation.
6.16. Securities Act Registration Statements. Except
for securities of the Corporation registered on Form S-4 or Form
S-8 promulgated under the Securities Act or any successor forms
thereto, the Corporation shall not file any registration
statement under the Securities Act covering any securities unless
it shall first have given the Investor written notice thereof.
The Corporation further covenants that the Investor shall have
the right, at any time when it may be deemed to be a controlling
person of the Corporation, to participate in the preparation of
such registration statement and to request the insertion therein
of material furnished to the Corporation in writing which, in the
Investor's judgment, should be included. In connection with any
registration statement referred to in this Section 6.16, the
Corporation shall indemnify, to the extent permitted by law, the
Investor, its partners, officers and directors and each person,
if any, who controls the Investor within the meaning of
Section 15 of the Securities Act, against all losses, claims,
damages, liabilities and expenses caused by any untrue statement
or alleged untrue statement of a material fact contained in any
registration statement or prospectus or any preliminary
prospectus or any amendment thereof or supplement thereto or
caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading, except insofar as such
losses, claims, damages, liabilities or expenses are caused by
any untrue statement or alleged untrue statement or omission or
alleged omission contained in written information furnished to
the Corporation by such Investor for use in such registration
statement. If, in connection with any such registration
statement, the Investor shall furnish written information to the
Corporation for use in the registration statement, the Investor
shall indemnify, to the extent permitted by law, the Corporation,
its directors, each of its officers who sign such registration
statement and each person, if any, who controls the Corporation
within the meaning of the Securities Act against all losses,
claims, damages, liabilities and expenses caused by any untrue
statement or alleged untrue statement of a material fact or any
omission or alleged omission of a material fact required to be
stated in the registration statement or prospectus or any
preliminary prospectus or any amendment thereof or supplement
thereto or necessary to make the statements therein not
misleading, but only to the extent that such untrue statement or
alleged untrue statement or such omission or alleged omission is
contained in information so furnished in writing by the Investor
for use therein.
6.17. Investment Banking Services. The Investor or any
affiliate of the Investor shall have the right to perform all
investment banking services for the Corporation upon customary
terms, including compensation, consistent with an arm's-length
transaction. If the Corporation and the Investor or its
affiliate, after good faith discussions, cannot agree on terms of
any such engagement, the Corporation may hire such other
investment banker as it finds acceptable.
6.18. Issuance of Series E Preferred Stock. Except
pursuant to this Agreement and upon exercise of the Warrant, the
Corporation shall not issue any shares of Series E Preferred
Stock without the consent of a majority of the holders of the
Series E Preferred Stock.
6.19. Disclosure of Investment. The Corporation agrees
that it will not, without the prior written consent of the
Investor, in each instance, (i) except as required by law, but
only upon written notice to the Investor, in each instance,
disclose the Investor's interest in the Series E Preferred Stock
and the Warrant or in any other transaction contemplated by the
Documents, (ii) use in advertising, publicity, or otherwise the
name of the Investor or any affiliate of the Investor, or any
partner or employee of the Investor or any of its affiliates, nor
any trade name, trademark, trade device, service mark, symbol or
any abbreviation, contraction or simulation thereof owned by the
Investor or any of its affiliates, or (iii) represent, directly
or indirectly, that any security issued by, or any product or any
service provided by, the Corporation has been approved or
endorsed by the Investor.
SECTION 7. Miscellaneous Definitions. For the purposes
of Section 3.25, the following terms shall have the meanings
indicated:
"Environmental Costs" means, without limitation, any
actual or potential cleanup costs, remediation, removal, or other
response costs (which without limitation shall include costs to
cause the Company to come into compliance with Environmental
Laws), investigation costs (including without limitation fees of
consultants, counsel, and other experts in connection with any
environmental investigation, testing, audits or studies), losses,
liabilities or obligations (including without limitation,
liabilities or obligations under any lease or other contract),
payments, damages (including without limitation any actual,
punitive or consequential damages under any statutory laws, common
law cause of action or contractual obligations or otherwise,
including without limitation damages (a) of third parties for
personal injury or property damage, or (b) to natural resources),
civil or criminal fines or penalties, judgments, and amounts paid
in settlement arising out of or relating to or resulting from any
Environmental Matter.
"Environmental Matter" means any matter arising out of,
relating to, or resulting from pollution, contamination,
protection of the environment, human health or safety, health or
safety of employees, sanitation, and any matters relating to
emissions, discharges, disseminations, releases or threatened
releases, of Hazardous Substances into the air (indoor and
outdoor), surface water, groundwater, soil, land surface or
subsurface, buildings, facilities, real or personal property or
fixtures or otherwise arising out of, relating to, or resulting
from the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Hazardous Substances.
"Hazardous Substances" means any pollutants,
contaminants, toxic or hazardous or extremely hazardous
substances, materials, wastes, constituents or chemicals
(including, without limitation, petroleum or any by-products or
fractions thereof, any form of natural gas, Bevill Amendment
materials, asbestos and asbestos-containing materials,
polychlorinated biphenyls ("PCBs") and PCB-containing equipment,
radon and other radioactive elements, infectious, carcinogenic,
mutagenic, or etiologic agents) that are regulated by, or may now
or in the future form the basis of liability under, any
Environmental Laws.
"Environmental Laws" means, without limitation, the
Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. Sections 9601 et seq., the Emergency Planning and
Community Right-to-Know Act of 1986, 42 U.S.C Sections 11001 et seq.,
the Resource Conservation and Recovery Act, 42 U.S.C. Sections
6901 et seq., the Occupational Safety and Health Act, 29 U.S.C.
Sections 641, et seq., as any of the above statutes have been or
may be amended from time to time, all rules and regulations
promulgated pursuant to any of the above statutes, and any other
foreign, federal, state or local law, statute, ordinance, rule or
regulation governing Environmental Matters, as the same have been
or may be amended from time to time, including any common law
cause of action providing any right or remedy with respect to
Environmental Matters.
SECTION 8. Transfer Taxes. The Corporation agrees that
it will pay, and will hold the Investor harmless from any and all
liability with respect to any stamp or similar taxes which may be
determined to be payable in connection with the execution and
delivery and performance of this Agreement or any modification,
amendment or alteration of the terms or provisions of this
Agreement, and that it will similarly pay and hold the Investor
harmless from all issue taxes in respect of the issuance of the
Series E Preferred Stock, the Warrant, the Warrant Shares and the
Series E Reserved Shares to the Investor.
SECTION 9. Exchanges; Lost, Stolen or Mutilated
Certificates. Upon surrender by the Investor to the Corporation
of any certificate representing Series E Preferred Stock, the
Warrant Shares or Series E Reserved Shares purchased or acquired
hereunder, the Corporation at its expense will issue in exchange
therefor, and deliver to the Investor, a new certificate or
certificates representing such shares, in such denominations as
may be requested by such Investor. Upon receipt of evidence
satisfactory to the Corporation of the loss, theft, destruction
or mutilation of any certificate representing any Series E
Preferred Stock, Warrant Shares or Series E Reserved Shares
purchased or acquired by the Investor hereunder, and in case of
any such loss, theft or destruction, upon delivery of any
indemnity agreement satisfactory to the corporation, or in any
case of any such mutilation, upon surrender and cancellation of
such certificate, the corporation at its expense will issue and
deliver to the Investor a new certificate for such Series E
Preferred Stock, Warrant Shares or Series E Reserved Shares of
like tenor, in lieu of such lost, stolen or mutilated
certificate.
SECTION 10. Survival of Representations, Warranties and
Agreements, Etc. All representations and warranties hereunder
shall survive the Closing. All statements contained in any
certificate or other instrument delivered by the Corporation or
the Founder pursuant to this Agreement or in connection with the
transactions contemplated by this Agreement shall constitute
representations and warranties by the Corporation or the Founder
under this Agreement. All agreements contained herein shall
survive indefinitely until, by their respective terms, they are
no longer operative.
SECTION 11. Expenses. Except as otherwise provided
herein, the Corporation, the Founder and the Investor shall each
pay all costs and expenses incurred by it or on its behalf in
connection with this Agreement and the transactions contemplated
hereby, including, without limiting the generality of the
foregoing, fees and expenses of its own financial consultants,
accountants and counsel.
SECTION 12. Indemnification. The Founder and the
Corporation, jointly and severally, shall indemnify, defend and
hold the Investor harmless against all liability, loss or damage,
together with all reasonable costs and expenses related thereto
(including legal and accounting fees and expenses), arising from
the untruth, inaccuracy or breach of any of the representations,
warranties, covenants or agreements made by each of them herein.
The Investor shall indemnify, defend and hold the Corporation
harmless against all liability, loss or damage, together with all
reasonable costs and expenses related thereto (including legal
and accounting fees and expenses), arising from the untruth,
inaccuracy or breach of any of the representations, warranties,
covenants or agreements of the Investor herein.
SECTION 13. Remedies. In case any one or more of the
covenants and/or agreements set forth in this Agreement shall
have been breached by the Corporation, the Investor may proceed
to protect and enforce its rights either by suit in equity and/or
by action at law, including, but not limited to, an action for
damages as a result of any such breach and/or an action for
specific performance of any such covenant or agreement contained
in this Agreement.
SECTION 14. Special Remedy. In addition to, and not in
limitation of, any remedies the Investor is entitled to pursuant
to Section 13 herein, in the event the Company breaches the
representations and warranties contained in Section 3.3 herein by
understating on Schedule 3.3 the amount of capital stock,
options, warrants or other convertible securities of the
Corporation outstanding as of the date hereof, the Corporation
shall issue to the Investor, at the option of the Investor,
either (i) the number of shares of Common Stock (the "Adjustment
Shares") equal to 28.155% of the difference between (x) the
actual number of shares of Common Stock outstanding plus the
number of shares of Common Stock into which all options, warrants
and other convertible securities of the Corporation are
convertible or exercisable and (y) the number of shares of Common
Stock outstanding plus the number of shares of Common Stock into
which all options, warrants and other convertible securities of
the Corporation listed on Schedule 3.3 are convertible or
exercisable, or (ii) the number of shares of Series E Preferred
Stock which are convertible into the Adjustment Shares at the
time such shares are issued. To the extent required by this
Section 14, the Corporation agrees to use its best efforts to
take any action necessary to ensure that a sufficient number of
shares of Common Stock and Series E Preferred Stock are authorized
and available for issuance.
SECTION 15. Successors and Assigns. This Agreement
shall bind and inure to the benefit of the Corporation, the
Founder and the Investor and the respective successors, assigns,
heirs and personal representatives of the Corporation, the
Founder and the Investor, and specifically, the Investor may
transfer the Series E Preferred Stock and/or the Warrant and
assign its rights and obligations under this Agreement to any
partnership, corporation, trust or other organization which is
controlled by, controlling or under common control with the
Investor or to one or more of the then current or former partners
of the Investor.
SECTION 16. Entire Agreement. This Agreement and the
other writings referred to herein or delivered pursuant hereto
which form a part hereof contain the entire agreement among the
parties with respect to the subject matter hereof and supersede
all prior and contemporaneous arrangements or understandings with
respect thereto.
SECTION 17. Notices. All notices, requests, consents
and other communications hereunder to any party shall be deemed
to be sufficient if contained in a written instrument delivered
in person or sent by telecopy, nationally-recognized overnight
courier or first class registered or certified mail, return
receipt requested, postage prepaid, addressed to such party at
the address set forth below or such other address as may
hereafter be designated in writing by such party to the other
parties:
(i) if to the Corporation, to:
Neuromedical Systems, Inc.
Two Executive Boulevard
Suffern, New York 10901
Telecopy: (914) 368-3896
Attention: Mr. Mark Rutenberg
with a copy to:
Sheldon Krause, Esq.
300 East 42nd Street
New York, NY 10017
Telecopy: (212) 986-2907
(ii) if to the Founder, to:
Mark Rutenberg
20 Sophia Court
Monsey, New York 10952
Telecopy: (914) 425-4210
(iii) if to the Investor, to:
The Goldman Sachs Group, L.P.
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Telecopy: (212) 902-3000
Attention: Elizabeth Cogan
with a copy to:
Fried, Frank, Harris, Shriver and Jacobson
One New York Plaza
New York, New York 10004
Telecopy: (212) 820-8586
Attention: Paul M. Reinstein, Esq.
All such notices, requests, consents and other communications
shall be deemed to have been given when received.
SECTION 18. Amendments. The terms and provisions of
this Agreement may not be modified or amended, or any of the
provisions hereof waived, temporarily or permanently, except
pursuant to the written consent of the Corporation and the
Investor.
SECTION 19. Counterparts. This Agreement may be
executed in any number of counterparts, and each such counterpart
hereof shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.
SECTION 20. Headings. The headings of the sections of
this Agreement have been inserted for convenience of reference
only and shall not be deemed to be a part of this Agreement.
SECTION 21. Nouns and Pronouns. Whenever the context
may require, any pronouns used herein shall include the
corresponding masculine, feminine or neuter forms, and the
singular form of names and pronouns shall include the plural and
vice-versa.
SECTION 22. Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the
State of New York applicable to contracts made and to be
performed wholly therein.
IN WITNESS WHEREOF, the parties hereto have duly
executed this agreement as of the date first above written.
CORPORATION:
ATTEST NEUROMEDICAL SYSTEMS, INC.
/s/ Sheldon Krause By: /s/ Mark R. Rutenberg
- ------------------ -------------------------
Secretary Mark R. Rutenberg
President
INVESTOR:
THE GOLDMAN SACHS GROUP, L.P.
By: /s/ Richard A. Friedman
-------------------------
Richard A. Friedman
General Partner
FOUNDER: /s/ Mark Rutenberg
-------------------------
Mark Rutenberg
REGISTRATION AGREEMENT
REGISTRATION AGREEMENT (the "Agreement") is made as of
this 22nd day of November, 1993, by Neuromedical Systems, Inc., a
Delaware corporation (the "Company"), for the benefit of The
Goldman Sachs Group, L.P. and its affiliates ("Purchaser") and
the investors listed on Schedule I ("Schedule I") hereto
(collectively, the "Investors," each an "Investor").
Background
----------
1. This Registration Rights Agreement is being entered
into as inducement for Purchaser to enter into and consummate the
transactions contemplated by the Stock Purchase Agreement,
between Purchaser, the Company and Mark Rutenberg dated as of the
date hereof (the "Stock Purchase Agreement") and as inducement to
the Investors to amend certain other agreements with the Company
to which they are parties. As such inducement, the Company has
agreed to provide the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a
condition to the closing under the Stock Purchase Agreement.
Agreements
----------
The Company, Purchaser and the Investors covenant and
agree as follows:
2. Definitions. As used herein, the following terms have
the following respective meanings. Capitalized terms not defined
in this Section 2 shall have the meanings assigned to them in the
body of the Agreement:
"Commission" means the Securities and Exchange
Commission or any other Federal agency at the time administering
the Securities Act.
"Exchange Act" means the Securities Exchange Act of
1934, as amended, or any similar Federal statute, and the rules
and regulations of the Commission thereunder, all as the same
shall be in effect at the time. Reference to a particular
section of the Securities Exchange Act of 1934, as amended, shall
include a reference to the comparable section, if any, of any
such similar Federal statute.
"Person" means a corporation, an association, a
partnership, an organization, a business, an individual, a
governmental or political subdivision thereof or a governmental
agency.
"Registration Expenses" means all expenses incident to
the Company's performance of or compliance with Section 3,
including, without limitation, all registration, filing and NASD
fees, all listing fees, all fees and expenses of complying with
securities or blue sky laws (including, without limitation,
reasonable fees and disbursements of counsel for the underwriters
in connection with blue sky qualifications of the Registrable
Securities), all word processing, duplicating and printing
expenses, messenger and delivery expenses, the fees and
disbursements of counsel for the Company and of its independent
public accountants, including the expenses of "cold comfort"
letters required by or incident to such performance and
compliance, any fees and disbursements of underwriters
(including, without limitation, fees and expenses of counsel to
the underwriters) customarily paid by issuers or sellers of
securities and the reasonable fees and expenses of one counsel to
the Selling Holders (selected by Selling Holders representing at
least 50% of the Registrable Securities covered by such
registration); provided, however, that Registration Expenses
shall exclude, and the sellers of the Registrable Securities
being registered shall pay, underwriters' fees and underwriting
discounts and commissions in respect of the Registrable
Securities being registered.
"Registrable Securities" means any shares of the
Company's common stock, par value $.0001 per share (the "Common
Stock") (i) owned by Purchaser or any of the Investors as set
forth on Schedule I or (ii) issuable to Purchaser or to any of
the Investors upon conversion or exercise of the securities
listed on Schedule I. As to any particular Registrable
Securities, once issued such securities shall cease to be
Registrable Securities when (a) a registration statement with
respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have
been disposed of in accordance with such registration statement,
(b) they shall have been sold as permitted by, and in compliance
with, Rule 144 (or successor provision) promulgated under the
Securities Act, (c) they shall have been otherwise transferred,
new certificates for them not bearing a legend restricting
further transfer under the Securities Act shall have been
delivered by the Company and subsequent public distribution of
them shall not require registration of them under the Securities
Act, or (d) they shall have ceased to be outstanding.
"Securities Act" means the Securities Act of 1933, or
any similar Federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the
time. References to a particular section of the Securities Act
of 1933 shall include a reference to the comparable section, if
any, of any such similar Federal statute.
3. Registration Under Securities Act, etc.
---------------------------------------
3.1. Registration on Request.
-----------------------
(a) Request. Subject to Section 3.1(b) and Section
3.8 hereof, at any time after two years have elapsed after the
date hereof, and from time to time thereafter, upon the written
request of one or more holders (the "Initiating Holders") of
Registrable Securities representing not less than the Threshold
Amount (as hereinafter defined) that the Company effect the
registration under the Securities Act of all or part of such
Initiating Holders' Registrable Securities, the Company will
promptly give written notice of such requested registration to
all registered holders of Registrable Securities, and thereupon
the Company will use its best efforts to effect the registration
under the Securities Act of
(i) the Registrable Securities which the Company
has been so requested to register by such Initiating Holders,
and
(ii) all other Registrable Securities which the
Company has been requested to register by the holders thereof
(such holders together with the Initiating Holders are
hereinafter referred to as the "Selling Holders") by written
request given to the Company within 30 days after the giving
of such written notice by the Company, all to the extent
required to permit the disposition of the Registrable
Securities so to be registered.
The "Threshold Amount" shall, at any time, mean 20% of
the sum of the (a) issued and outstanding shares of Common Stock,
plus (b) the shares of Common Stock issuable upon the exercise or
conversion of all of the then outstanding rights, options,
warrants and convertible securities of the Company.
(b) Limitations on Registration on Request.
Notwithstanding anything in this Section 3.1 to the contrary the
Company shall not be required to take any action pursuant to this
Section 3.1, including, without limitation, using its best
efforts to effect the registration under the Securities Act of
Registrable Securities, unless (i) in the case of an initial
public offering, there has been a firm commitment given by the
underwriters of the public offering for the sale of the Company's
stock; and (ii) the offering includes Registrable Securities in
an amount at least equal to the Threshold Amount, and the gross
proceeds of any offering of the Registrable Securities must be
such that the product of (x) the offering price and (y) the sum
of (A) the shares of the Company's outstanding common stock, (B)
the outstanding preferred stock of the Company and (C) the number
of shares of common stock of the Company into which "in the
money" warrants and options are convertible, is no less than
$100,000,000. Furthermore, notwithstanding anything in this
Section 3.1 to the contrary, the Company shall not be required to
effect any registration within six months of the effective date
of any other registration under the Securities Act of the
Company's Common Stock, other than any such registration filed
under Form S-8 (or any successor form) of the Securities Act.
(c) Registration of Other Securities. Whenever the
Company shall effect a registration pursuant to this Section 3.1
in connection with an underwritten offering by one or more
Selling Holders of Registrable Securities, no securities other
than Registrable Securities shall be included among the
securities covered by such registration unless (i) the managing
underwriter of such offering shall have advised each Selling
Holder of Registrable Securities to be covered by such
registration in writing that the inclusion of such other
securities would not adversely affect such offering or (ii)
subject to Section 3.1(h) the Selling Holders of not less than 66-
2/3% of all Registrable Securities to be covered by such
registration shall have consented in writing to the inclusion of
such other securities.
(d) Registration Statement Form. Registrations under
this Section 3.1 shall be on such appropriate registration form
of the Commission as shall be selected by the Company and as
shall be reasonably acceptable to the Selling Holders of more
than 50% of the Registrable Securities so to be registered. The
Company agrees to include in any such registration statement all
information which, in the opinion of counsel to the Selling
Holders of Registrable Securities so to be registered and counsel
to the Company, is required to be included.
(e) Expenses. The Company will pay the Registration
Expenses in connection with the initial three registrations
requested pursuant to this Section 3.1. Thereafter, the Selling
Holders will pay the Registration Expenses in connection with any
further registrations.
(f) Effective Registration Statement. A registration
requested pursuant to this Section 3.1 shall not be deemed to
have been effected (i) unless a registration statement with
respect thereto has become effective, (ii) if after it has become
effective, such registration is interfered with by any stop
order, injunction or other order or requirement of the Commission
or other governmental agency or court for any reason not
attributable to the Selling Holders and has not thereafter become
effective, or (iii) if the conditions to closing specified in the
underwriting agreement, if any, entered into in connection with
such registration are not satisfied or waived, other than by
reason of a failure on the part of the Selling Holders.
(g) Selection of Underwriters. Except as otherwise
provided in Section 6.19 of the Stock Purchase Agreement, the
underwriter or underwriters of each underwritten offering of the
Registrable Securities so to be registered shall be selected by
the mutual agreement of the Company and the Selling Holders of
more than 50% of the Registrable Securities so to be registered.
(h) Priority in Requested Registration. If the
managing underwriter of any underwritten offering shall advise
the Company in writing (with a copy to each Selling Holder of
Registrable Securities requesting registration) that, in its
opinion, the number of securities requested to be included in
such registration exceeds the number which can be sold in such
offering within a price range acceptable to the Selling Holders
of 66-2/3% of the Registrable Securities requested to be included
in such registration, the Company will include in such
registration, to the extent of the number which the Company is so
advised can be sold in such offering, Registrable Securities
requested to be included in such registration, pro rata among the
Selling Holders requesting such registration on the basis of the
percentage of the Registrable Securities of such Selling Holders
requested so to be registered. In connection with any such
registration to which this Section 3.1(h) is applicable, no
securities other than Registrable Securities shall be covered by
such registration.
3.2. Incidental Registration.
-----------------------
(a) Right to Include Registrable Securities. If the
Company proposes to register any of its securities under the
Securities Act by registration on Forms S-1, S-2 or S-3 or any
successor or similar form(s) (except registrations on such Forms
or similar form(s) solely for registration of securities in
connection with (i) an employee benefit plan or dividend
reinvestment plan or a merger or consolidation, and (ii) debt
securities which are not convertible into or exchangeable for
Common Stock or into other securities convertible into or
exchangeable for Common Stock, whether or not for sale for its
own account), it will, subject to Section 3.8 hereof, each such
time give prompt written notice to all registered holders of
Registrable Securities of its intention to do so and of such
holders' rights under this Section 3.2. Upon the written request
of any such holder (a "Requesting Holder") made as promptly as
practicable and in any event within 30 days after the receipt of
any such notice (10 days if the Company states in such written
notice or gives telephonic notice to all registered holders of
Registrable Securities, with written confirmation to follow
promptly thereafter, stating that (i) such registration will be
on Form S-3 and (ii) such shorter period of time is required
because of a planned filing date) (which request shall specify
the Registrable Securities intended to be disposed of by such
Requesting Holder), the Company will, subject to Section 3.8
hereof, use its best efforts to effect the registration under the
Securities Act of all Registrable Securities which the Company
has been so requested to register by the Requesting Holders
thereof; provided, however, that if, at any time after giving
written notice of its intention to register any securities and
prior to the effective date of the registration statement filed
in connection with such registration, the Company shall determine
for any reason not to register or to delay registration of such
securities, the Company may, at its election, give written notice
of such determination to each Requesting Holder of Registrable
Securities and (i) in the case of a determination not to
register, shall be relieved of its obligation to register any
Registrable Securities in connection with such registration (but
not from any obligation of the Company to pay the Registration
Expenses in connection therewith), without prejudice, however, to
the rights of any holder or holders of Registrable Securities
entitled to do so to request that such registration be effected
as a registration under Section 3.1 and (ii) in the case of a
determination to delay registering, shall be permitted to delay
registering any Registrable Securities, for the same period as
the delay in registering such other securities.
(b) Priority in Incidental Registrations. If the
managing underwriter of any underwritten offering shall inform
the Company by letter of its belief that the number of
Registrable Securities requested to be included in such
registration would materially adversely affect such offering,
then the Company will include in such registration, to the extent
of the number which the Company is so advised can be sold in (or
during the time of) such offering, first, all securities proposed
by the Company to be sold for its own account and second, all
other registered securities of the Company requested to be
included in such registration pro rata among such holders on the
basis of the estimated gross proceeds of the securities of such
holders requested to be so included.
(c) Subject to the Company's complying with the
priorities set forth in Section 3.2(b), nothing contained in this
Section 3.2 shall prevent the Company from withdrawing any
securities requested to be included in a registration either
before or after the effectiveness of such registration.
3.3. Registration Procedures. If and whenever the
Company is required to use its best efforts to effect the
registration of any Registrable Securities under the Securities
Act as provided in Sections 3.1 and 3.2, the Company will as
expeditiously as possible:
(i) prepare and (as soon as practicable, and in
any event within 60 days in the case of Form S-l or S-2 and
30 days in the case of a registration requested on Form S-3
after the end of the period within which requests for
registration may be given to the Company) file with the
Commission the requisite registration statement to effect
such registration and thereafter use its best efforts to
cause such registration statement to become effective;
provided, however, that the Company may discontinue any
registration of its securities which are not Registrable
Securities (and, under the circumstances specified in Section
3.2(a), its securities which are Registrable Securities) at
any time prior to the effective date of the registration
statement relating thereto;
(ii) prepare and file with the Commission such
amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be
necessary to keep such registration statement effective and
to comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities
covered by such registration statement for such period as
shall be required for the disposition of all of such
Registrable Securities, provided, that such period need not
exceed 120 days;
(iii) furnish to each seller of Registrable
Securities covered by such registration statement, such
number of conformed copies of such registration statement and
of each such amendment and supplement thereto (in each case
including all exhibits), such number of copies of the
prospectus contained in such registration statement
(including each preliminary prospectus and any summary
prospectus) and any other prospectus filed under Rule 424
under the Securities Act, in conformity with the requirements
of the Securities Act, and such other documents, as such
seller may reasonably request;
(iv) use its best efforts (x) to register or
qualify all Registrable Securities and other securities
covered by such registration statement under such other
securities or blue sky laws of such States of the United
States of America where an exemption is not available and as
the sellers of Registrable Securities covered by such
registration statement shall reasonably request, (y) to keep
such registration or qualification in effect for so long as
such registration statement remains in effect, and (z) to
take any other action which may be reasonably necessary or
advisable to enable such sellers to consummate the
disposition in such jurisdictions of the securities to be
sold by such sellers, except that the Company shall not for
any such purpose be required to qualify generally to do
business as a foreign corporation in any jurisdiction wherein
it would not but for the requirements of this subdivision
(iv) be obligated to be so qualified or to consent to general
service of process in any such jurisdiction;
(v) use its best efforts to cause all Registrable
Securities covered by such registration statement to be
registered with or approved by such other federal or state
governmental agencies or authorities as may be necessary in
the opinion of counsel to the Company and counsel to the
seller or sellers thereof to consummate the disposition of
such Registrable Securities;
(vi) furnish to each seller of Registrable
Securities a signed counterpart of
(x) an opinion of Counsel for the Company,
and
(y) a "comfort" letter signed by the
independent public accountants who have
certified the Company's financial statements
included or incorporated by reference in such
registration statement
covering substantially the same matters with respect to such
registration statement (and the prospectus included therein)
and, in the case of the accountant's comfort letter, with
respect to events subsequent to the date of such financial
statements, as are customarily covered in opinions of
issuer's counsel and in accountant's comfort letters
delivered to the underwriters in underwritten public
offerings of securities (and dated the dates such opinions
and comfort letters are customarily dated) and, in the case
of the accountant's comfort letter, such other financial
matters, and in the case of the legal opinion, such other
legal matters, as the sellers of more than 50% of the
Registrable Securities covered by such registration
statement, or the underwriters, may reasonably request;
(vii) notify each seller of Registrable Securities
covered by such registration statement at any time when a
prospectus relating thereto is required to be delivered under
the Securities Act, upon discovery that, or upon the
happening of any event as a result of which, the prospectus
included in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to
state any material fact required to be stated therein or
necessary to make the statements therein not misleading, in
the light of the circumstances under which they were made,
and at the request of any such seller promptly prepare and
furnish to it a reasonable number of copies of a supplement
to or an amendment of such prospectus as may be necessary so
that, as thereafter delivered to the purchasers of such
securities, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading in the light of the
circumstances under which they were made;
(viii) otherwise use its best efforts to comply with
all applicable rules and regulations of the Commission, and
make available to its security holders, as soon as reasonably
practicable, an earnings statement covering the period of at
least twelve months, but not more than eighteen months,
beginning with the first full calendar month after the
effective date of such registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of
the Securities Act and Rule 158 promulgated thereunder, and
promptly furnish to each such seller of Registrable
Securities a copy of any amendment or supplement to such
registration statement or prospectus;
(ix) provide and cause to be maintained a transfer
agent and registrar (which, in each case, may be the Company)
for all Registrable Securities covered by such registration
statement from and after a date not later than the effective
date of such registration; and
(x) use its best efforts to list all Registrable
Securities covered by such registration statement on any
national securities exchange on which Registrable Securities
of the same class and, if applicable, series, covered by such
registration statement are then listed.
The Company may require each seller of Registrable Securities as
to which any registration is being effected to furnish the
Company such information regarding such seller and the
distribution of such securities as the Company may from time to
time reasonably request in writing.
Each holder of Registrable Securities agrees by acquisition
of such Registrable Securities that upon receipt of any
notice from the Company of the happening of any event of the
kind described in subdivision (vii) of this Section 3.3, such
holder will forthwith discontinue such holder's disposition
of Registrable Securities pursuant to the registration
statement relating to such Registrable Securities until such
holder's receipt of the copies of the supplemented or amended
prospectus contemplated by subdivision (vii) of this Section
3.3 and, if so directed by the Company, will deliver to the
Company (at the Company's expense) all copies, other than
permanent file copies, then in such holder's possession, of
the prospectus relating to such Registrable Securities
current at the time of receipt of such notice.
3.4. Underwritten Offerings.
----------------------
(a) Requested Underwritten Offerings. If requested by
the underwriters for any underwritten offering by holders of
Registrable Securities pursuant to a registration requested under
Section 3.1, the Company will enter into an underwriting
agreement with such underwriters for such offering, such
agreement to be reasonably satisfactory in substance and form to
the Company, each such holder and the underwriters and to contain
such representations and warranties by the Company and such other
terms as are generally prevailing in agreements of that type,
including, without limitation, indemnities to the effect and to
the extent provided in Section 3.7. The holders of the
Registrable Securities proposed to be distributed by such
underwriters will cooperate with the Company in the negotiation
of the underwriting agreement and will give consideration to the
reasonable suggestions of the Company regarding the form thereof.
Such holders of Registrable Securities to be distributed by such
underwriters shall be parties to such underwriting agreement and
may, at their option, require that any or all of the
representations and warranties by, and the other agreements on
the part of, the Company to and for the benefit of such
underwriters shall also be made to and for the benefit of such
holders of Registrable Securities and that any or all of the
conditions precedent to the obligations of such underwriters
under such underwriting agreement be conditions precedent to the
obligations of such holders of Registrable Securities. Any such
holder of Registrable Securities shall not be required to make
any representations or warranties to or agreements with the
Company other than representations, warranties or agreements
regarding such holder, such holder's Registrable Securities, such
holder's intended method of distribution and any other
representations required by law.
(b) Incidental Underwritten Offerings. If the Company
proposes to register any of its securities under the Securities
Act as contemplated by Section 3.2 and such securities are to be
distributed by or through one or more underwriters, the Company
will, subject to Section 3.8 hereof, if requested by any
Requesting Holder of Registrable Securities arrange for such
underwriters to include all the Registrable Securities to be
offered and sold by such Requesting Holder among the securities
of the Company to be distributed by such underwriters. The
holders of Registrable Securities to be distributed by such
underwriters shall be parties to the underwriting agreement
between the Company and such underwriters and may, at their
option, require that any or all of the representations and
warranties by, and the other agreements on the part of, the
Company to and for the benefit of such underwriters shall also be
made to and for the benefit of such holders of Registrable
Securities and that any or all of the conditions precedent to the
obligations of such underwriters under such underwriting
agreement be conditions precedent to the obligations of such
holders of Registrable Securities. Any such Requesting Holder of
Registrable Securities shall not be required to make any
representations or warranties to or agreements with the Company
other than representations, warranties or agreements regarding
such Requesting Holder, such Requesting Holder's Registrable
Securities and such Requesting Holder's intended method of
distribution or any other representations required by law.
(c) Holdback Agreements. (i) If any registration of
Registrable Securities shall be in connection with an
underwritten public offering, each holder of Registrable
Securities agrees not to effect any public sale or distribution,
including any sale pursuant to Rule 144 under the Securities Act,
of any Registrable Securities, and not to effect any such public
sale or distribution of any other equity security of the Company
or of any security convertible into or exchangeable or
exercisable for any equity security of the Company (in each case,
other than as part of such underwritten public offering) during
the 15 days prior to, and during the 90-day period (or such
longer period as each holder of Registrable Securities agrees
with the underwriter of such offering) beginning on, the
effective date of such registration statement (except as part of
such registration) provided that each holder of Registrable
Securities has received written notice of such registration at
least 15 days prior to such effective date.
(ii) If any registration of Registrable Securities
shall be in connection with an underwritten public offering, the
Company agrees (x) not to effect any public sale or distribution
of any of its equity securities or of any security convertible
into or exchangeable or exercisable for any equity security of
the Company (other than any such sale or distribution of such
securities in connection with any merger or consolidation by the
Company or any subsidiary of the Company of the capital stock or
substantially all the assets of any other person or in connection
with an employee stock option or other benefit plan) during the
15 days prior to, and during the 90-day period (or such longer
period as the underwriters retained by the Company may reasonably
request) beginning on, the effective date of such registration
statement (except as part of such registration) and (y) that any
agreement entered into after the date of this Agreement pursuant
to which the Company issues or agrees to issue any privately
placed equity securities shall contain a provision under which
holders of such securities agree not to effect any public sale or
distribution of any such securities during the period referred to
in the foregoing clause (x), including any sale pursuant to Rule
144 under the Securities Act (except as part of such
registration, if permitted).
3.5. Preparation; Reasonable Investigation. In
connection with the preparation and filing of each registration
statement under the Securities Act pursuant to this Agreement,
the Company will give the holders of Registrable Securities
registered under such registration statement, their underwriters,
if any, and their respective counsel and accountants the
opportunity to participate in the preparation of such
registration statement, each prospectus included therein or filed
with the Commission, and, to the extent practicable, each
amendment thereof or supplement thereto, and give each of them
such access to its books and records (to the extent customarily
given to underwriters of the Company's securities) such
opportunities to discuss the business of the Company with its
officers and the independent public accountants who have
certified its financial statements as shall be necessary, in the
opinion of such holders' and such underwriters' respective
counsel, to conduct a reasonable investigation within the meaning
of the Securities Act.
3.6. Limitations, Conditions and Qualifications to
Obligations under Registration Covenants. The obligations of the
Company under Section 3.1(a) to use its best efforts to cause the
Registrable Securities to be registered under the Securities Act
are subject to the limitation, condition and qualification that
the Company shall be entitled to postpone for a reasonable period
of time (but not exceeding 30 days) the filing of any
registration statement otherwise required to be prepared and
filed by it pursuant to Section 3.1(a) if the Company determines,
in its reasonable judgment, that such registration and offering
would interfere with any financing, acquisition, corporate
reorganization or other material transaction involving the
Company or any of its affiliates or would require premature
disclosure thereof and promptly gives the holders of Registrable
Securities requesting registration thereof pursuant to Section
3.1(a) written notice of such determination, containing a general
statement of the reasons for such postponement and an
approximation of the anticipated delay. If the Company shall so
postpone the filing of a registration statement, such holders of
Registrable Securities requesting registration thereof pursuant
to Section 3.1(a) shall have the right to withdraw the request
for registration by giving written notice to the Company within
30 days after receipt of the notice of postponement and, in the
event of such withdrawal, such request shall not be counted for
purposes of the requests for registration to which holders of
Registrable Securities are entitled pursuant to Section 3.1(a)
hereof.
3.7. Indemnification.
---------------
(a) Indemnification by the Company. In the event of
any registration of any securities of the Company under the
Securities Act, the Company will, and hereby does, indemnify and
hold harmless, in the case of any registration statement filed
pursuant to Section 3.1 or 3.2, each seller of any Registrable
Securities covered by such registration statement, its directors,
officers, partners, agents and affiliates and each other Person
who participates as an underwriter in the offering or sale of
such securities and each other Person, if any, who controls such
seller or any such underwriter within the meaning of the
Securities Act, insofar as losses, claims, damages or liabilities
(or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact
contained in any registration statement under which such
securities were registered under the Securities Act, any
preliminary prospectus, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto, or any
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein in light of the circumstances in which they were made not
misleading, and the Company will reimburse such seller and each
such director, officer, partner, agent or affiliate, underwriter
and controlling Person for any legal or any other expenses
reasonably incurred by them in connection with investigating or
defending any such loss, claim, liability, action or proceeding;
provided, that the Company shall not be liable in any such case
to the extent that any such loss, claim, damage, liability (or
action or proceeding in respect thereof) or expense arises out of
or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in such registration
statement, any such preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement in reliance upon and
in conformity with written information furnished to the Company
through an instrument duly executed by or on behalf of such
seller or underwriter, as the case may be, specifically stating
that it is for use in the preparation thereof; and provided,
further, that the Company shall not be liable to any Person who
participates as an underwriter in the offering or sale of
Registrable Securities or any other Person, if any, who controls
such underwriter within the meaning of the Securities Act, in any
such case to the extent that any such loss, claim, damage,
liability (or action or proceeding in respect thereof) or expense
arises out of such Person's failure to send or give a copy of the
final prospectus, as the same may be then supplemented or
amended, to the Person asserting an untrue statement or alleged
untrue statement or omission or alleged omission at or prior to
the written confirmation of the sale of Registrable Securities to
such Person if such statement or omission was corrected in such
final prospectus so long as such final prospectus, and any
amendments or supplements thereto, have been furnished to such
underwriter. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of
such seller or any such director, officer, partner, agent or
affiliate or controlling person and shall survive the transfer of
such securities by such seller.
(b) Indemnification by the Sellers. As a condition to
including any Registrable Securities in any registration
statement, the Company shall have received an undertaking
satisfactory to it from the prospective seller of such
Registrable Securities, to indemnify and hold harmless (in the
same manner and to the same extent as set forth in subdivision
(a) of this Section 3.7) the Company, and each director of the
Company, each officer of the Company and each other Person, if
any, who controls the Company within the meaning of the
Securities Act, with respect to any statement or alleged
statement in or omission or alleged omission from such
registration statement, any preliminary prospectus, final
prospectus or summary prospectus contained therein, or any
amendment or supplement thereto, if such statement or alleged
statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the
Company through an instrument duly executed by such seller
specifically stating that it is for use in the preparation of
such registration statement, preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement;
provided, however, that the liability of such indemnifying party
under this Section 3.7(b) shall be limited to the amount of
proceeds received by such indemnifying party in the offering
giving rise to such liability. Such indemnity shall remain in
full force and effect, regardless of any investigation made by or
on behalf of the Company or any such director, officer or
controlling person and shall survive the transfer of such
securities by such seller.
(c) Notices of Claims, etc. Promptly after receipt by
an indemnified party of notice of the commencement of any action
or proceeding involving a claim referred to in the preceding
subdivisions of this Section 3.7, such indemnified party will, if
a claim in respect thereof is to be made against an indemnifying
party, give written notice to the latter of the commencement of
such action; provided, however, that the failure of any
indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under the
preceding subdivisions of this Section 3.7, except to the extent
that the indemnifying party is actually prejudiced by such
failure to give notice. In case any such action is brought
against an indemnified party, unless in such indemnified party's
reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist in respect of such
claim, the indemnifying party shall be entitled to participate in
and, to assume the defense thereof, jointly with any other
indemnifying party similarly notified to the extent that it may
wish, with counsel reasonably satisfactory to such indemnified
party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such
indemnified party for any legal or other expenses subsequently
incurred by the latter in connection with the defense thereof
other than reasonable costs of investigation unless in such
indemnified party's reasonable judgment a conflict of interest
between such indemnified and indemnifying parties arises in
respect of such claim after the assumption of the defense
thereof. No indemnifying party shall be liable for any
settlement of any action or proceeding effected without its
written consent, which consent shall not be unreasonably
withheld. No indemnifying party shall, without the consent of
the indemnified party, consent to entry of any judgment or enter
into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to
such claim or litigation or which subjects the indemnified party
to any injunctive relief or other equitable remedy.
(d) Contribution. If the indemnification provided for
in this Section 3.7 shall for any reason be held by a court to be
unavailable to an indemnified party under subparagraph (a) or (b)
hereof in respect of any loss, claim, damage or liability, or any
action in respect thereof, then, in lieu of the amount paid or
payable under subparagraph (a) or (b) hereof, the indemnified
party and the indemnifying party under subparagraph (a) or (b)
hereof shall contribute to the aggregate losses, claims, damages
and liabilities (including legal or other expenses reasonably
incurred in connection with investigating the same), (i) in such
proportion as is appropriate to reflect the relative fault of the
Company and the prospective sellers of Registrable Securities
covered by the registration statement which resulted in such
loss, claims, damage or liability, or action in respect thereof,
with respect to the statements or omissions which resulted in
such loss, claim, damage or liability, or action in respect
thereof, as well as any other relevant equitable considerations
or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as shall be
appropriate to reflect the relative benefits received by the
Company and such prospective sellers from the offering of the
securities covered by such registration statement. No Person
guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such
fraudulent misrepresentation. Such prospective sellers'
obligations to contribute as provided in this subparagraph (d)
are several in proportion to the relative value of their
respective Registrable Securities covered by such registration
statement and not joint. In addition, no Person shall be
obligated to contribute hereunder any amounts in payment for any
settlement of any action or claim effected without such Person's
consent, which consent shall not be unreasonably withheld.
(e) Other Indemnification. Indemnification and
contribution similar to that specified in the preceding
subdivisions of this Section 3.7 (with appropriate modifications)
shall be given by the Company and each seller of Registrable
Securities with respect to any required registration or other
qualification of securities under any federal or state law or
regulation of any governmental authority other than the
Securities Act.
(f) Indemnification Payments. The indemnification and
contribution required by this Section 3.7 shall be made by
periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or
expense, loss, damage or liability is incurred.
3.8. Limitations on Registrations of Registrable
Securities. The Company shall not be required to effect any
registration of Registrable Securities pursuant to Section 3.2
hereof if it shall deliver to the holder or holders requesting
such registration an opinion of counsel which opinion and counsel
shall be reasonably satisfactory to such holder or holders to the
effect that all Registrable Securities held by such holder or
holders may be sold in the public market without registration
under the Securities Act and any applicable State Securities
laws.
4. Rule 144. Pursuant to Rule 144 under the Securities
Act or otherwise, the Company shall take all actions reasonably
necessary to enable holders of Registrable Securities to sell
such securities without registration under the Securities Act
within the limitation of the exemptions provided by (a) Rule 144
under the Securities Act, as such Rule may be amended from time
to time, or (b) any similar rule or regulation hereafter adopted
by the Commission including, without limiting the generality of
the foregoing, filing on a timely basis all reports required to
be filed by the Exchange Act. Upon the request of any holder of
Registrable Securities, the Company will deliver to such holder a
written statement as to whether it has complied with such
requirements.
5. Special transfer. The parties hereto agree that if
Steven B. Rothschild, as Nominee, sells or transfers up to
150,000 shares of the Company's Series A Preferred Stock within 7
days of the date hereof to Paul Jacobs ("Jacobs"), upon the
execution of this Agreement by Jacobs, such sold or transferred
shares shall be considered Registrable Securities.
6. Amendments and Waivers. This Agreement may be amended
with the consent of the Company and the Company may take any
action herein prohibited, or omit to perform any act herein
required to be performed by it, only if the Company shall have
obtained the written consent to such amendment, action or
omission to act, of each of the parties hereto. Each holder of
any Registrable Securities at the time or thereafter outstanding
shall be bound by any consent authorized by this Section 5,
whether or not such Registrable Securities shall have been marked
to indicate such consent.
7. Nominees for Beneficial Owners. In the event that any
Registrable Securities are held by a nominee for the beneficial
owner thereof, the beneficial owner thereof may, at its election
in writing delivered to the Company, be treated as the holder of
such Registrable Securities for purposes of any request or other
action by any holder or holders of Registrable Securities
pursuant to this Agreement or any determination of any number or
percentage of shares of Registrable Securities held by any holder
or holders of Registrable Securities contemplated by this
Agreement. If the beneficial owner of any Registrable Securities
so elects, the Company may require assurances reasonably
satisfactory to it of such owner's beneficial ownership of such
Registrable Securities.
8. Notice. All notices and other communications hereunder
shall be in writing and, unless otherwise provided herein, shall
be deemed to have been given when received by the party to whom
such notice is to be given at its address set forth below, or
such other address for the party as shall be specified by notice
given pursuant hereto:
if to the Company, to: Neuromedical Systems, Inc.
Two Executive Boulevard
Suffern, New York 10901
Telecopy: (914) 368-3896
Attention: Mr. Mark Rutenberg
with a copy to: Sheldon Krause, Esq.
300 East 42nd Street
New York, New York 10017
Telecopy: (212) 986-2907
if to Purchaser, to: The Goldman Sachs Group, L.P.
c/o Goldman, Sachs & Company
85 Broad Street
New York, New York 10004
Telecopy: (212) 902-3000
Attention: Ms. Elizabeth Cogan
with a copy to: Fried, Frank, Harris, Shriver &
Jacobson
One New York Plaza
New York, New York 10004-1980
Telecopy: (212) 820-8586
Attention: Paul M. Reinstein, Esq.
if to an investor, to the address for such Investor on
Schedule I attached hereto.
9. Assignment. This Agreement shall not be assignable by
any party except to an affiliate of that party.
10. Descriptive Headings. The descriptive headings of the
several sections and paragraphs of this Agreement are inserted
for reference only and shall not limit or otherwise affect the
meaning hereof.
11. Governing Law. This Agreement shall be construed and
enforced in accordance with, and the rights of the parties shall
be governed by, the laws of the State of New York.
12. No Inconsistent Agreements. The Company will not
hereafter enter into any agreement with respect to its securities
which is inconsistent with the rights granted to the holders of
Registrable Securities in this Agreement. Except as set forth on
Schedule 11 attached hereto, the Company has not previously
entered into any agreement with respect to any of its equity
securities granting any registration rights to any person. Each
of the Investors, in their individual capacities, agree that any
rights with respect to the registration of securities of the
Company, and any agreements pertaining to such rights, including
but not limited to those agreements set forth on Schedule III
hereto, are superseded in their entirety by this Agreement, and
such rights and agreements are hereby cancelled and no longer of
any force or effect.
13. Recapitalizations, etc. In the event that any capital
stock or other securities are issued in respect of, in exchange
for, or in substitution of, any Registrable Securities by reason
of any reorganization, recapitalization, reclassification,
merger, consolidation, spin-off, partial or complete liquidation,
stock dividend, split-up, sale of assets, distribution to
stockholders or combination of the shares of Registrable
Securities or any other change in the Company's capital
structure, appropriate adjustments shall be made in this
Agreement so as to fairly and equitably preserve, as far as
practicable, the original rights and obligations of the parties
hereto under this Agreement.
14. Attorneys' Fees. In any action or proceeding brought
to enforce any provision of this Agreement, or where any
provision hereof is validly asserted as a defense, the prevailing
party to such action or proceeding shall be entitled to recover
reasonable attorneys' fees in addition to any other available
remedy.
15. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an
original, but all such counterparts shall together constitute one
and the same instrument.
16. Entire Agreement. This agreement constitutes the
entire agreement among the parties with respect to the
transactions contemplated hereby, and supersedes all prior
agreements and understandings, written or oral, among the parties
to this agreement or between any of such parties, with respect
thereto.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed and delivered by their respective officers
thereunto duly authorized as of the date first above written.
NEUROMEDICAL SYSTEMS, INC.
By /s/ Mark R. Rutenberg
-------------------------------
Name: Mark R. Rutenberg
Title: President
THE GOLDMAN SACHS GROUP, L.P.
By /s/ Richard A. Friedman
-------------------------------
Name: Richard A. Friedman
Title: General Partner
EDELSON TECHNOLOGY PARTNERS II,
By /s/ John E. Fox
-------------------------------
Name: John E. Fox
Title: General Partner
STEVEN B. ROTHSCHILD, AS NOMINEE
By /s/ Steven B. Rothschild
-------------------------------
Name: Steven B. Rothschild
Title: Nominee
SCHEDULE I
----------
Name Securities Held
---- ---------------
Steven B. Rothschild, (a) 9,337,732 shares of
as Nominee Series A Preferred Stock
747 Chestnut Ridge Road
Spring Valley, New York 10977 (b) Warrant to purchase
Telecopy: (914) 426-6406 4,362,141 shares of Common
Stock
(c) Warrant to purchase
2,138,400 shares of Common
Stock
Edelson Technology (a) 5,515,260 shares of
Partners II, L.P. Series B Preferred Stock
Park 80 West, Plaza 2
Saddle Brook, New Jersey 07622 (b) Warrant to purchase
Telecopy: (201) 843-5479 861,600 shares of Common Stock
Attention: Mr. John E. Fox
The Goldman Sachs Group, L.P. (a) 10,500,000 shares of
85 Broad Street Series E Preferred Stock
New York, New York 10004
Telecopy: (212) 902-3000 (b) Warrant to purchase
Attn: Ms. Elizabeth Cogan 15,500,000 shares of Series E
Preferred Stock
EXHIBIT 3
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the
Securities and Exchange Act of 1934, the undersigned agree to the
joint filing of a Statement on Schedule 13D (including any and
all amendments thereto) with respect to the shares of
Neuromedical Systems, Inc. and further agree to the filing of
this agreement as an Exhibit thereto. In addition, each party to
this Agreement expressly authorizes each other party to this
Agreement to file on its behalf any and all amendments to such
Statement on Schedule 13D.
Date: July 10, 1996
THE GOLDMAN SACHS GROUP, L.P.
By: /s/ Richard A. Friedman
------------------------
Name: Richard A. Friedman
Title: General Partner
GOLDMAN, SACHS & CO.
By: /s/ Richard A. Friedman
------------------------
Name: Richard A. Friedman
Title: General Partner
GS CAPITAL PARTNERS, L.P.
By: GS Advisors, L.P.
By: GS Advisors, Inc.
By: /s/ Richard A. Friedman
------------------------
Name: Richard A. Friedman
Title: President
GS ADVISORS, L.P.
By: GS Advisors, Inc.
By: /s/ Richard A. Friedman
------------------------
Name: Richard A. Friedman
Title: President
