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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended September 30, 2000. or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ________ to ________.
COMMISSION FILE NO. 0-19222
GENELABS TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
CALIFORNIA 94-3010150
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)
505 PENOBSCOT DRIVE, REDWOOD CITY, CALIFORNIA 94063
(Address of principal executive offices) (Zip code)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (650) 369-9500
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
There were 46,164,761 shares of the Registrant's Common Stock issued and
outstanding on November 3, 2000.
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PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GENELABS TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
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<CAPTION>
September 30, December 31,
2000 1999
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash, cash equivalents and short-term investments:
Cash and cash equivalents $ 6,728 $ 2,534
Short-term investments 470 5,565
--------- ---------
Total cash, cash equivalents and short-term investments 7,198 8,099
Receivables and other current assets 216 471
--------- ---------
Total current assets 7,414 8,570
Property and equipment, net 1,561 1,706
Minority investment in Taiwan-based
biopharmaceutical company 1,013 1,174
Other assets -- 239
--------- ---------
$ 9,988 $ 11,689
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $ -- $ 1,000
Accounts payable and other accrued liabilities 1,816 2,288
Accrued compensation and related expenses 1,130 1,303
Unearned contract revenue 501 969
--------- ---------
Total current liabilities 3,447 5,560
Long-term obligations 501 558
--------- ---------
Total liabilities 3,948 6,118
--------- ---------
Shareholders' equity:
Preferred stock -- 9,682
Common stock 158,424 139,207
Accumulated deficit (152,384) (143,318)
--------- ---------
Total shareholders' equity 6,040 5,571
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$ 9,988 $ 11,689
========= =========
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See notes to condensed consolidated financial statements.
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GENELABS TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
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<CAPTION>
For the three months ended For the nine months ended
September 30 September 30
-------------------------- -------------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Contract revenue $ 1,588 $ 2,003 $ 5,205 $ 6,142
-------- -------- -------- --------
Operating expenses:
Research and development 3,496 3,189 10,970 10,036
General and administrative 1,158 1,087 3,789 3,588
-------- -------- -------- --------
Total operating expenses 4,654 4,276 14,759 13,624
-------- -------- -------- --------
Operating loss (3,066) (2,273) (9,554) (7,482)
Gain on partial sale of minority
investment in Taiwan-based
biopharmaceutical company 282 -- 282 --
Interest income, net 88 106 206 399
-------- -------- -------- --------
Loss from continuing operations (2,696) (2,167) (9,066) (7,083)
Loss from discontinued operations
of diagnostics subsidiary -- (352) -- (700)
-------- -------- -------- --------
Net loss $ (2,696) $ (2,519) $ (9,066) $ (7,783)
======== ======== ======== ========
Loss per share - continuing operations $ (0.06) $ (0.05) $ (0.21) $ (0.18)
======== ======== ======== ========
Net loss per share $ (0.06) $ (0.06) $ (0.21) $ (0.20)
======== ======== ======== ========
Weighted average shares outstanding 44,965 39,964 42,254 39,856
======== ======== ======== ========
</TABLE>
See notes to condensed consolidated financial statements.
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GENELABS TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS)
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
For the nine months ended
September 30,
-------------------------
2000 1999
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Cash flows from operating activities:
Net loss $ (9,066) $ (7,783)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization expense 500 463
Gain on partial sale of minority investment (282) --
Loss of discontinued diagnostics subsidiary -- 700
Other 239 44
Changes in assets and liabilities:
Receivables and other current assets 255 (187)
Accounts payable, accrued liabilities, accrued
compensation and long-term obligations
(702) (1,032)
Unearned contract revenue (468) 439
-------- --------
Net cash used in operating activities (9,524) (7,356)
-------- --------
Cash flows from investing activities:
Purchases of securities available-for-sale (470) (5,565)
Proceeds from maturities of securities available-for-sale 5,565 12,832
Proceeds from partial sale of minority investment 443 --
Capital expenditures (355) (801)
-------- --------
Net cash provided by investing activities 5,183 6,466
-------- --------
Cash flows from financing activities:
Proceeds from issuance of common stock 9,535 488
Payments on short-term borrowings (1,000) (1,500)
-------- --------
Net cash provided by/(used in) financing activities 8,535 (1,012)
-------- --------
Net increase/(decrease) in cash and cash equivalents 4,194 (1,902)
Cash and cash equivalents, beginning of the period 2,534 3,631
-------- --------
Cash and cash equivalents, end of the period 6,728 1,729
Short-term investments, end of the period 470 9,403
-------- --------
Cash, cash equivalents and short-term investments,
end of the period $ 7,198 $ 11,132
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
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GENELABS TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 2000
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
include the accounts of Genelabs Technologies, Inc. and its subsidiaries
("Genelabs" or the "Company") after elimination of all significant intercompany
accounts and transactions. Genelabs is engaged in the discovery and development
of a new class of pharmaceutical products that selectively regulate the
activation or deactivation of genes, or gene expression, and in the development
of Aslera(TM), which we formerly referred to as GL701, our proprietary hormone
treatment for systemic lupus erythematosus ("SLE" or "lupus"). We have completed
two pivotal clinical trials of Aslera for the treatment of lupus in women,
submitted a new drug application for Aslera to the U.S. Food and Drug
Administration (the "FDA"), and recently licensed certain North American rights
to Watson Pharmaceuticals, Inc. We intend that significant funding for the
discovery and development of our future products would be provided by royalties
received from sales of Aslera, should the FDA approve it.
These financial statements have been prepared in accordance with generally
accepted accounting principles ("GAAP") for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by GAAP for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation have been included. Operating results for the
three-month and nine-month periods ending September 30, 2000 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2000.
These unaudited condensed consolidated financial statements are meant to be
read in conjunction with the audited consolidated financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-K, as
amended, for the year ended December 31, 1999.
2. COMPREHENSIVE INCOME
During the three months ended September 30, 2000 and 1999, the Company's
comprehensive loss amounted to $(2,696,000) and $(2,522,000), respectively, and
for the nine months ended September 30, 2000 and 1999, the Company's
comprehensive loss amounted to $(9,066,000) and $(7,854,000).
3. ISSUANCE OF COMMON STOCK
CONVERSION OF CONVERTIBLE PREFERRED STOCK
As of June 6, 2000 and August 7, 2000, the two corporate investors that had
previously purchased the Company's Series A Convertible Preferred Stock elected
to convert their Preferred Stock into Genelabs common stock. Based on the
conversion formula established when the Preferred Stock was issued in 1995, the
Company issued 1,666,666 shares of common stock to each of these two investors
when the conversion notices were received.
SALES TO ACQUA WELLINGTON
On July 10, 2000, the Company entered into an agreement for an equity
financing facility with Acqua Wellington North American Equities Fund, Ltd.
covering the sale of up to $29 million of Genelabs common stock. Under this
facility, Genelabs has sold common stock to Acqua Wellington on two separate
occasions. Upon the signing of the agreement on July 10, 2000, Genelabs sold
1,000,000
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registered shares to Acqua Wellington for $4 million. Subsequently, on August 8,
2000 Genelabs sold an additional 779,271 registered shares to Acqua Wellington
for $3.1 million. Over the eighteen-month period of this agreement Genelabs has
the ability to sell additional shares to Acqua Wellington, at Genelabs'
discretion, at discounts ranging from 3.5% to 6% of the market price at the time
of sale. The total amount of the investment will be dependent, in part, on
Genelabs' stock price, with the Company controlling the amount and timing of the
stock sold. As of November 3, 2000, $21.9 million remained available to Genelabs
under this equity financing facility.
4. SUBSEQUENT EVENTS
On November 12, 2000, Genelabs entered into a series of agreements with
Watson Pharmaceuticals, Inc. In these agreements, Genelabs will receive
approximately $30.5 million in exchange for certain rights to Aslera, 3,000,000
shares of Genelabs common stock, and a warrant for Watson to purchase
500,000 shares of common stock at $6.85 per share. If the FDA approves Aslera as
a treatment for lupus, Genelabs will receive milestone payments and will receive
royalties on product sales.
5. RECENT ACCOUNTING PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, or SAB 101, "Revenue Recognition in Financial
Statements," which provides guidance on applying generally accepted accounting
principles to revenue recognition issues in financial statements. SAB 101 must
be applied to the Company's financial statements beginning in the fourth quarter
2000. Genelabs has determined that its accounting policies are in conformity
with SAB 101. Accordingly, the Company does not expect the effectiveness of SAB
101 to result in any changes to its revenue recognition policy or to result in
any adjustments to its financial statements.
In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44, "Accounting for Certain Transactions involving Stock
Compensation" ("FIN 44"), which contains rules designed to clarify the
application of Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees." FIN 44 was effective on July 1, 2000 and its adoption was
not material to the operating results or financial position of the Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
All statements in Management's Discussion and Analysis of Financial
Condition and Results of Operations that are not historical are forward-looking
statements. Forward-looking statements involve a number of risks and
uncertainties. These risks and uncertainties include, but are not limited to,
those statements concerning regulatory approval, clinical trials, progress of
drug discovery programs, the Company's business plans, anticipated expenditures
and the timing and need for additional funds. Forward-looking statements may be
identified by terminology such as "may," "will," "expects," "anticipates,"
"intends," "plans," "believes," "potential" and similar expressions. Some of the
factors that could cause material differences in actual results of the Company's
activities are uncertainty of regulatory approval, the outcome of drug discovery
and product development efforts, manufacturing risks, intellectual property
rights and other factors and risks detailed under the caption "Risk Factors" in
the Company's 1999 Annual Report on Form 10-K/A, the Company's Registration
Statement on Form S-3/A filed on June 21, 2000, and other filings with the U.S.
Securities and Exchange Commission. Shareholders and prospective investors in
the Company should carefully consider these risk factors. The Company disclaims
any obligation to update these statements for subsequent events.
Genelabs Technologies, Inc. is engaged in the discovery and development of
a new class of pharmaceutical products that selectively regulate the activation
or deactivation of genes, or gene expression, and in the development of
Aslera(TM), which we formerly referred to as GL701, our proprietary hormone
treatment for a disease called systemic lupus erythematosus, or lupus. We have
completed two
<PAGE> 7
clinical trials of Aslera for the treatment of lupus in women, and have
submitted a new drug application for Aslera to the U.S. Food and Drug
Administration, or FDA. We intend that significant funding for the discovery and
development of our future products would be provided by royalties from the sales
of Aslera, should the FDA approve it.
Our goal is to be the world leader in the development of drugs based on
selective regulation of gene expression. Because functions of all cells, tissues
and organs are controlled by gene expression and the resulting production of
proteins, the potential application of our technology is broad and profound. For
example, we may be able to restore proper gene function in disease-causing
cells, whether this involves increasing or decreasing the expression level of a
specific gene. Our technology would also allow treatment of diseases by
selectively promoting the production of specific beneficial proteins in the
body. Genelabs owns key patents covering the development of drugs that
selectively regulate gene expression by directly binding to DNA, the fundamental
material of genes. We have also developed a related technology for the
development of proprietary compounds that act directly on the genetic material
of viruses to inhibit their replication. By directly acting on the genetic
material, we believe these technologies can be applicable to a wide range of
indications, including diseases such as cancer and diabetes and diseases caused
by bacteria and viruses.
Public and private efforts are expending enormous scientific and financial
resources to the sequencing of the human genome, the complete set of human
genes, as well as the genomes of many pathogenic organisms. Genelabs' drug
discovery efforts will benefit greatly from this ongoing genomic research as the
descriptions and functions of specific genes, the intended targets of our
potential products, are detailed and better understood. There are many potential
advantages of drugs that could selectively regulate gene expression. Because
they act at the root cause of disease caused by a malfunctioning specific gene,
drugs that selectively regulate gene expression could have therapeutic effects
superior to alternative treatments. Because these drugs are intended to act only
at the sites of specific genes, they may also have fewer and more acceptable
side effects than currently available therapies. In many instances these drugs
may be small molecular compounds, which means they may be orally administered.
Drugs that selectively regulate gene expression may also have advantages in the
cost and time of their development and cost of manufacture, especially in
comparison to protein-based drugs.
In addition to our internal research efforts, we have licensed Aslera from
Stanford University and developed it into a near-term product opportunity as a
treatment for systemic lupus erythematosus. There are approximately 200,000
lupus patients in the United States and over a million worldwide. Lupus is a
life-long autoimmune disease that causes the immune system to attack the body's
own tissues and organs. It primarily affects women, many of whom experience
initial symptoms when they are in their late teens or early twenties. There is
no known cure for lupus and currently approved drug treatments are inadequate.
Prednisone, a commonly used steroid drug treatment for lupus, has many serious
side effects including osteoporosis, atherosclerosis and diabetes, and is a
leading cause of disability and death in lupus patients. If approved by the FDA,
Aslera will be the first new treatment for this debilitating disease in 40
years. We believe Aslera addresses a clear, unmet medical need in an area for
which no current therapies actively compete or are being promoted. Recently, we
licensed certain North American rights for Aslera to Watson Pharmaceuticals,
Inc. whereby we received an up-front license fee and are entitled to milestone
payments if the FDA approves the product for marketing in the United States and
royalties on sales of the product. In the agreements with Watson, we retain
rights to co-promote Aslera beginning the third year after commercial
introduction. We plan to enter into additional licensing arrangements or
partnerships with other pharmaceutical companies for rights in other areas of
the world.
RESULTS OF OPERATIONS - THIRD QUARTER 2000 COMPARED TO THIRD QUARTER 1999
The net loss was $2.7 million for the three months ended September 30,
2000, compared to $2.5 million for the same period in 1999. The increase in net
loss in the third quarter of 2000 compared to the third quarter of 1999 was due
to lower contract revenues and higher expenses related to the anticipated
<PAGE> 8
launch of Aslera(TM). Partially offsetting these items were lower costs for the
Company's discontinued diagnostics subsidiary and a gain from the partial sale
of Genelabs' investment in a Taiwan-based biopharmaceutical company.
Contract revenues decreased to $1.6 million in the third quarter of 2000
compared to $2.0 million in the third quarter of 1999 primarily due to the
termination of the Company's early-stage research collaboration with the DuPont
Pharmaceuticals Company. Contract revenues include grant, licensing, milestone,
and research and development payments. Contract revenues recognized in the
future will be dependent upon the continuation of existing grants and the
establishment of new research, development and/or licensing agreements or
grants.
Operating expenses increased to $4.7 million in the third quarter of 2000
compared to $4.3 million in the third quarter of 1999. In both the third quarter
of 2000 and the third quarter of 1999, research and development expenses were
75% of operating expenses. Research and development expenses were $3.5 million
in the third quarter of 2000 compared to $3.2 million in the third quarter of
1999. In the third quarter of 2000, Genelabs incurred higher costs for
Aslera(TM), as the Company prepared and submitted to the FDA the completed new
drug application and purchased additional supply of bulk drug. Partially
offsetting the higher costs for Aslera were lower costs for the Company's
non-core research programs. Costs incurred for the Company's drug discovery
program in the third quarter of 2000 were comparable to the costs incurred in
the third quarter of 1999. General and administrative expenses increased to $1.2
million in the third quarter of 2000 compared to $1.1 million in the third
quarter of 1999 as the Company began preparations for building the internal
infrastructure to support the anticipated launch of Aslera.
During the third quarter of 2000 there were no losses recorded for the
Company's discontinued diagnostics subsidiary since its net assets were
written-off in 1999. Also, during the most recent quarter Genelabs recorded a
gain of $0.3 million on the partial sale of its investment in a Taiwan-based
biopharmaceutical company, and there was no comparable sale during the
comparable quarter of 1999.
RESULTS OF OPERATIONS - FIRST NINE MONTHS OF 2000 COMPARED TO FIRST NINE MONTHS
OF 1999
The net loss was $9.1 million for the nine months ended September 30, 2000,
compared to $7.8 million for the same period in 1999. The increase in net loss
in the first nine months of 2000 compared to the first nine months of 1999 was
primarily due to lower contract revenues and additional expenditures related to
the Company's new drug application for Aslera(TM) for lupus.
Contract revenues decreased to $5.2 million in the first nine months of
2000 compared to $6.1 million in the first nine months of 1999 primarily due to
the termination of the Company's early-stage research collaboration with DuPont,
partially offset by revenues from a pilot research program entered into for one
of Genelabs non-core research programs. Contract revenues include grant,
licensing, milestone, and research and development payments. Contract revenues
recognized in the future will be dependent upon the continuation of existing
grants and the establishment of new research, development and/or licensing
agreements or grants.
Operating expenses increased to $14.8 million in the first nine months of
2000 compared to $13.6 million in the first nine months of 1999. In both the
first nine months of 2000 and the first nine months of 1999, research and
development expenses were 74% of operating expenses. Research and development
expenses increased to $11.0 million in the first nine months of 2000 compared to
$10.0 million in the first nine months of 1999 due to higher costs associated
with the preparation of a new drug application with the FDA. General and
administrative expenses increased to $3.8 million in the first nine months of
2000 compared to $3.6 million in the first nine months of 1999, as the Company
began preparations for building the internal infrastructure to support the
anticipated launch of Aslera.
<PAGE> 9
During the first nine months of 2000 there were no losses recorded for the
Company's discontinued diagnostics subsidiary since its net assets were
written-off in 1999. Also, during the first nine months of 2000, Genelabs
recorded a gain of $0.3 million on the partial sale of its investment in a
Taiwan-based biopharmaceutical company, and there was no comparable sale during
the first nine months of 1999. These two non-operating items together resulted
in an improvement of $1.0 million in the Company's net loss during the first
nine months of 2000 compared to the first nine months of 1999, partially
offsetting the increased operating loss for the same periods.
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash, cash equivalents and short-term investment balances
totaling $7.2 million at September 30, 2000, compared to $8.1 million at
December 31, 1999. The decrease in cash, cash equivalents and short-term
investments during the first nine months of 2000 was primarily attributable to
$9.5 million used in operations, $1.0 million used to repay short-term
borrowings, and $0.3 million used to purchase capital equipment. These uses were
partially offset by $9.5 million received from the issuance of common stock,
including $7.1 million issued to Acqua Wellington and approximately $2.4 million
received upon the exercise of stock options and the purchase of stock under
Genelabs employee stock purchase plans. In addition, Genelabs received $0.4
million upon the sale of a portion of its minority equity investment.
On November 12, 2000, Genelabs entered into a series of agreements with
Watson Pharmaceuticals, Inc. regarding Aslera. These agreements will provide
Genelabs approximately $30.5 million in addition to the Company's November 12,
2000 cash balance of approximately $5.5 million. Genelabs expects these funds to
allow the Company to maintain its current and planned operations into early
2003, although prior to this time Genelabs may seek additional funds through
additional sales of equity and through additional corporate partnership or
licensing arrangements.
RISK FACTORS
The following discussion summarizes several risks which management believes
are particularly relevant at this time. There is more detailed information about
these risks and additional risks under the caption "Risk Factors" in the
Company's 1999 Annual Report on Form 10-K, as amended, and in the Company's
Registration Statement on Form S-3, as amended. Shareholders and prospective
investors are encouraged to review these documents.
IF THE FDA DOES NOT APPROVE ASLERA(TM) FOR MARKETING IN THE UNITED STATES, OUR
BUSINESS PROSPECTS WILL SUFFER BECAUSE WE HAVE NO OTHER CURRENT SOURCE OF
POTENTIAL REVENUE.
Genelabs has focused its development efforts to date on conducting clinical
trials for Aslera(TM), formerly referred to as GL701, for the treatment of women
with systemic lupus erythematosus. Before Aslera can be marketed in the United
States, the FDA must review and approve a new drug application submitted by
Genelabs incorporating all of the data from the clinical trials of the drug. The
new drug application also contains other required information, such as data
relating to the toxicity of the drug and the manufacturing requirements of the
drug. In September 2000, Genelabs submitted to the FDA its completed new drug
application for Aslera for lupus. Genelabs' business plans depend on FDA
approval of Aslera in the United States. If the FDA does not approve the new
drug application in a timely manner, our business would suffer because we have
no other current source of potential revenue.
GENELABS' RESEARCH PROGRAMS ARE IN AN EARLY STAGE AND MAY NOT SUCCESSFULLY
PRODUCE COMMERCIAL PRODUCTS.
Genelabs' research is in an early stage. Our research focuses on the
discovery of pharmaceutical products that selectively regulate gene expression
and separately, pharmaceutical products that treat viral,
<PAGE> 10
fungal and bacterial infections. To date, Genelabs' research programs have not
produced a compound that has progressed into clinical trials. The goal of our
research is to discover novel chemical compounds that bind directly to DNA or
RNA, the fundamental matter in genes, and develop them into drugs. Genelabs, or
others working in this area, may never achieve this goal.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
27. Financial Data Schedule
(b) REPORTS ON FORM 8-K
On July 10, 2000, the Company filed a Current Report on Form 8-K to
announce establishment of an equity financing facility with Acqua Wellington
North American Equity Funds, Ltd. ("Acqua Wellington"), which allows Genelabs to
sell up to $29 million of common stock to Acqua Wellington. In this Current
Report on Form 8-K, the Company also announced the sale of $4 million of
Genelabs' registered common stock to Acqua Wellington.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GENELABS TECHNOLOGIES, INC.
(Registrant)
Principal Executive Officer:
/s/ JAMES A.D. SMITH
Date: November 14, 2000 ----------------------------------------
JAMES A.D. SMITH
President and Chief Executive Officer
Principal Financial and Accounting
Officer:
/s/ MATTHEW M. LOAR
Date: November 14, 2000 ----------------------------------------
MATTHEW M. LOAR
Vice President, Finance
<PAGE> 11
EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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27. Financial Data Schedule
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