SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
--------------------
U.S. Home & Garden Inc. (formerly, Natural Earth Technologies, Inc.)
-----------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value
--------------------------------------------------------
(Title of Class of Securities)
902939107
----------------------------------------------------------
(CUSIP Number)
Alan Stahler, D.H. Blair & Co., Inc.
44 Wall Street, New York, NY 10005 (212) 495-4315
------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 17, 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 [ ].(A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 27 pages
<PAGE>
CUSIP No. 902939107 13D Page 2 of 27 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan Stahler
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 Source of Funds
Not applicable.
- -------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is required pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 865,914
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 22,440
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 865,914
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
22,400
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
888,354
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 3 of 27 pages
Alan Stahler ("Mr. Stahler") hereby amends the following items in
his statement on Schedule 13D relating to the common stock, $.001 par
value ("shares") of U.S. Home & Garden, Inc. (formerly, Natural
Earth Technologies, Inc.) (the "Issuer") as follows:
Item 1. is hereby amended in its entirety as follows:
Common Stock, $.001 par value ("shares")
U.S. Home & Garden Inc.
655 Montgomery Street, Suite 830
San Francisco, California 94111
Item 4. is hereby partially amended by deleting the first sentence and
substituting the following sentence therein:
This Amendment is filed solely to report that Mr. Stahler has
transferred to a third party a portion of a previously-acquired option
owned by him, and that Mr. Stahler's percentage of beneficial
ownership has decreased as result of an increase in the amount of the
Issuer's outstanding shares.
Item 5. (a) is hereby amended in its entirety as follows:
As of July 17, 1996, Mr. Stahler may be deemed to beneficially
own 888,354 shares or 7.0% of the Issuer's shares. Of these shares,
(i) 80,820 shares underlie a Unit Purchase Option directly owned by
Mr. Stahler to purchase 134.7 Units (1) at $1,200 per Unit and
exercisable through August 4, 1998; (ii) 785,094 shares underlie a
Unit Purchase Option directly owned by Mr. Stahler to purchase 8.95
Units (2) at a price of $100,000 per Unit through August 29, 1999, and
(iii) 22,440 shares underlie a Unit Purchase Option owned by D.H.
Blair & Co., Inc. ("Blair") to purchase 37.4 Units (1) at $1,200 per
Unit and exercisable through August 4, 1998.
Item 5.(c) is hereby adding the following paragraph:
On July 17, 1996, Mr. Stahler transferred to a third party an
option to purchase .25 Units from a Unit Purchase Option to purchase
9.20 Units that Mr. Stahler had previously acquired, with Mr. Stahler
retaining an option to purchase the remaining 8.95 Units, as described
in Item 5. (a) (ii) above and attached herein as Exhibit D. No other
transactions were made by Mr. Stahler in the Issuer's securities in
the previous sixty days. See Exhibit E for a schedule of transactions
made by Blair as market-maker in the Issuer's securities in the
previous sixty days.
Item 7. is hereby amended by adding the following exhibits thereto:
Exhibit D - Unit Purchase Option owned by Mr. Stahler for 8.95 Units dated
July 17, 1996.
Exhibit E - Schedule of transactions made by Blair as market-maker in the
Issuer's securities from May 18, 1996 - July 17, 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.
/s/ Alan Stahler
Date: July 29, 1996 _____________________________
New York, New York Alan Stahler
----------------------------------------------------------------------------
(1) Each Unit consists of 400 shares and 200 Warrants. Each Warrant
entitles its holder to purchase one share at an exercise price of $2.50
through August 4, 1998.
(2) Each Unit consists of 43,860 shares and 43,860 Class B Warrants. Each
Class B Warrant entitles the holder thereof to purchase one share at
an exercise price of $2.28 from March 1, 1995 until February 28, 2000.
Page 4 of 27 pages
UPO - 7
Option to Purchase
8.95 Units
U.S. Home & Garden Inc.
Unit Purchase Option
Dated: July 17, 1996
THIS CERTIFIES THAT ALAN STAHLER (herein sometimes called the
"Holder") is entitled to purchase from U.S. Home & Garden Inc., a Delaware
corporation (hereinafter called the "Company"), at the prices and during the
periods as hereinafter specified, up to 8.95 Units ("Units"), each Unit
consisting of 43,860 shares of the Company's Common Stock, $.001 par value, as
now constituted ("Common Stock"), and 43,860 Class B warrants ("Warrants"). Each
Warrant is exercisable to purchase one share of Common Stock at an exercise
price of $2.28 until May 31, 2000.
This Option, together with options of like tenor, constituting
in the aggregate options (the "Options") to purchase 28 Units, subject to
adjustment in accordance with Section 8 of this Option (the "Option Units"), was
originally issued pursuant to an agency agreement between the Company and D.H.
Blair Investment Banking Corp., as placement agent (the "Placement Agent") in
connection with a private placement (the "Offering") of 80 Units (the "Offering
Units") through the Placement Agent, in consideration of $28 received for the
Options.
Except as specifically otherwise provided herein, the Warrants
shall be governed by the terms of the Warrant Agreement dated as of August 29,
1994 executed in connection with the Offering (the "Warrant Agreement"), and
except that (i) the holder shall have registration rights under the Securities
Act of 1933, as amended (the "Act"), for the Option, the Common Stock and the
Warrants included in the Units, and the shares of Common Stock underlying the
Warrants, as more fully described in paragraph 6 of this Option and (ii) the
Warrants issuable upon exercise of the Option may not be redeemed by the
Company. The Company will list the Common Stock underlying this Option and, at
the Holder's request the Warrants, on the Nasdaq National Market, the Nasdaq
Small Cap Market or such other exchange or market as the Common Stock or the
Warrants included in the Offering Units (the "Offering Warrants") may then be
listed or quoted. In the event of any extension of the expiration date or
reduction of the exercise price of the Offering Warrants, the same changes to
the Warrants included in the Option Units shall be simultaneously effected.
1. The rights represented by this Option shall be exercised at
the prices, subject to adjustment in accordance with Section 8 of this Option,
("the "Exercise Price") and during the periods as follows:
(a) Between August 29, 1994 and August 29, 1999,
inclusive, the Holder shall have the option to purchase
Units hereunder at a price of $100,000 per Unit. For
purposes of the adjustments under
<PAGE>
Page 5 of 27 pages
Paragraph (8) hereof, the Per Share Exercise Price
shall be deemed to be $2.28, subject to further adjustment
as provided in such Paragraph 8.
(b) After August 29, 1999, the Holder shall have no
right to purchase any Units hereunder.
2. (a) The rights represented by this Option may be exercised
at any time within the period above specified, in whole or in part, by (i) the
surrender of this Option (with the purchase form at the end hereof properly
executed) at the principal executive office of the Company (or such other office
or agency of the Company as it may designate by notice in writing to the Holder
at the address of the Holder appearing on the books of the Company); (ii)
payment to the Company of the exercise price then in effect for the number of
Units specified in the above-mentioned purchase form together with applicable
stock transfer taxes, if any; and (iii) delivery to the Company of a duly
executed agreement signed by the person(s) designated in the purchase form to
the effect that such person(s) agree(s) to be bound by the provisions of
paragraph 6 and subparagraphs (b), (c) and (d) of paragraph 7 hereof. This
Option shall be deemed to have been exercised, in whole or in part to the extent
specified, immediately prior to the close of business on the date this Option is
surrendered and payment is made in accordance with the foregoing provisions of
this paragraph 2, and the person or persons in whose name or names the
certificates for shares of Common Stock and Warrants shall be issuable upon such
exercise shall become the holder or holders of record of such Common Stock and
Warrants at that time and date. The Common Stock and Warrants and the
certificates for the Common Stock and Warrants so purchased shall be delivered
to the Holder within a reasonable time, not exceeding ten (10) days, after the
rights represented by this Option shall have been so exercised.
(b) At any time during the period above specified, during which this
Option may be exercised, the Holder may, at its option, exchange this Option, in
whole or in part (an "Option Exchange"), into the number of Option Units
determined in accordance with this Section (b), by surrendering this Option at
the principal office of the Company or at the office of its stock transfer
agent, accompanied by a notice stating such Holder's intent to effect such
exchange, the number of Option Units into which this Option is to be exchanged
and the date on which the Holder requests that such Option Exchange occur (the
"Notice of Exchange"). The Option Exchange shall take place on the date
specified in the Notice of Exchange or, if later, the date the Notice of
Exchange is received by the Company (the "Exchange Date"). Certificates for the
shares of Common Stock and Warrants issuable upon such Option Exchange and, if
applicable, a new Option of like tenor evidencing the balance of the Option
Units remaining subject to this Option, shall be issued as of the Exchange Date
and delivered to the Holder within seven (7) days following the Exchange Date.
In connection with any Option Exchange, this Option shall represent the right to
subscribe for and acquire the number of Option Units (rounded to the next
highest integer) equal to (x) the number of Option Units specified by the Holder
in its Notice of Exchange up to the maximum number of Option Units subject to
this option (the "Total Number") less (y) the number of Option Units equal to
the quotient obtained by dividing (A) the product of the
-2-
<PAGE>
Page 6 of 27 pages
Total Number and the existing Exercise Price by (B) the Fair Market Value. "Fair
Market Value" shall mean first, if there is a trading market as indicated in
Subsection (i) below for the Units, such Fair Market Value of the Units and if
there is no such trading market in the Units, then Fair Market Value shall have
the meaning indicated in Subsections (ii) through (v) below for the aggregate
value of all shares of Common Stock and Warrants which comprise a Unit:
(i) If the Units are listed on a national
securities exchange or listed or admitted to unlisted
trading privilege on such exchange or listed for
trading on the Nasdaq National Market or the Nasdaq
Small Cap Market, the Fair Market Value shall be the
average of the last reported sale prices or the
average of the means of the last reported bid and
asked prices, respectively, of the Units on such
exchange or market for the twenty (20) business days
ending on the last business day prior to the Exchange
Date; or
(ii) If the Common Stock or Warrants are
listed on a National Securities Exchange or admitted
to unlisted trading privileges on such exchange or
listed for trading on the Nasdaq National Market or
the Nasdaq Small Cap Market, the Fair Market Value
shall be the average of the last reported sale prices
or the average of the means of the last reported bid
and asked prices, respectively, of Common Stock or
Warrants, respectively, on such exchange or market
for the twenty (20) business days ending on the last
business day prior to the Exchange Date; or
(iii) If the Common Stock or Warrants are
not so listed or admitted to unlisted trading
privileges, the Fair Market Value shall be the
average of the means of the last reported bid and
asked prices of the Common Stock or Warrants,
respectively, for the twenty (20) business days
ending on the last business day prior to the Exchange
Date; or
(iv) If the Common Stock is not so listed or
admitted to unlisted trading privileges and bid and
asked prices are not so reported, the Fair Market
Value shall be an amount, not less than book value
thereof as at the end of the most recent fiscal year
of the Company ending prior to the Exchange Date,
determined in such reasonable manner as may be
prescribed by the Board of Directors of the Company;
or
(v) If the Warrants are not so listed or
admitted to unlisted trading privileges, and bid and
asked prices are not so reported for Warrants, then
Fair Market Value for the Warrants shall be an amount
equal to the difference between (i) the Fair Market
Value of the
-3-
<PAGE>
Page 7 of 27 pages
shares of Common Stock and Warrants which may be
received upon the exercise of the Warrants, as
determined herein, and (ii) the Warrant Exercise
Price.
3. Any assignment of this Option shall be effected by the
Holder (i) executing the form of assignment at the end hereof and (ii)
surrendering this Option for cancellation at the office or agency of the Company
referred to in paragraph 2 hereof, accompanied by a certificate (signed by an
officer of the Holder if the Holder is a corporation), stating that each
transferee is a permitted transferee under this paragraph 3 hereof; whereupon
the Company shall issue, in the name or names specified by the Holder (including
the Holder) a new Option or Options of like tenor and representing in the
aggregate rights to purchase the same number of Units as are purchasable
hereunder.
4. The Company covenants and agrees that all shares of Common
Stock which may be issued as part of the Units purchased hereunder and the
Common Stock which may be issued upon exercise of the Warrants will, upon
issuance, be duly and validly issued, fully paid and nonassessable and no
personal liability will attach to the holder thereof. The Company further
covenants and agrees that during the periods within which this Option may be
exercised, the Company will at all times have authorized and reserved a
sufficient number of shares of its Common Stock to provide for the exercise of
this Option and that it will have authorized and reserved a sufficient number of
shares of Common Stock for issuance upon exercise of the Warrants included in
the Units.
5. This Option shall not entitle the Holder to any voting
rights or any other rights or liabilities as a stockholder of the Company.
6. (a) The Company shall advise the Holder or its transferee,
whether the Holder holds the Option or has exercised the Option and holds Units
or any of the securities underlying the Units, by written notice at least four
weeks prior to the filing of any post-effective amendment to the Registration
Statement or of any new registration statement or post-effective amendment
thereto under the Act covering any securities of the Company, for its own
account or for the account of others, and will for a period of seven years from
the effective date of the Registration Statement, upon the request of the
Holder, include in any such post-effective amendment or registration statement,
such information as may be required to permit a public offering of the Option,
all or any of the Units underlying the Option, the Common Stock or Warrants
included in the Units or the Common Stock issuable upon the exercise of the
Warrants (the "Registrable Securities").
If any registration pursuant to this Section 6(a) shall be
underwritten in whole or in part, the Company may require that the Registrable
Securities requested for inclusion pursuant to this Section 6(a) be included in
the underwriting on the same terms and conditions as the securities otherwise
being sold through the underwriters. In the event that the Registrable
Securities requested for inclusion pursuant to this Section 6(a) together with
any other shares which have similar piggyback registration rights (such shares
and the Registrable Securities being collectively referred to as the "Requested
Stock")
-4-
<PAGE>
Page 8 of 27 pages
would constitute more than 5% of the total number of shares to be included in a
proposed underwritten public offering, and if in the good faith judgment of the
managing underwriter of such public offering the inclusion of all of the
Requested Stock originally covered by a request for registration would reduce
the number of shares to be offered by the Company or interfere with the
successful marketing of the shares of stock offered by the Company, the number
of shares of Requested Stock otherwise to be included in the underwritten public
offering may be reduced pro rata (by number of shares) among the holders thereof
requesting such registration or excluded in their entirety if so required by the
underwriter. To the extent only a portion of the Requested Stock is included in
the underwritten public offering, those shares of Requested Stock which are thus
excluded from the underwritten public offering shall be withheld from the market
by the holders thereof for a period, not to exceed 60 days, which the managing
underwriter reasonably determined is necessary in order to effect the
underwritten public offering.
(b) If D.H. Blair Investment Banking Corp. ("Blair") shall give
notice to the Company at any time to the effect that such holder desires to
register under the Act this Option, the Units or any of the underlying
securities contained in the Units underlying the Option under such circumstances
that a public distribution (within the meaning of the Act) of any such
securities will be involved then the Company will promptly, but no later than
four weeks after receipt of such notice, file a post-effective amendment to the
current Registration Statement or a new registration statement pursuant to the
Act, to the end that the Option, the Units and/or any of the securities
underlying the Units may be publicly sold under the Act as promptly as
practicable thereafter and the Company will use its best efforts to cause such
registration to become and remain effective (including the taking of such steps
as are necessary to obtain the removal of any stop order); provided, that such
holder shall furnish the Company with appropriate information in connection
therewith as the Company may reasonably request in writing. Blair may, at its
option, request the filing of a post-effective amendment to the current
Registration Statement or a new registration statement under the Act on one
occasion during the four year period beginning one year from the effective date
of the Registration Statement. The Holder may, at its option request the
registration of the Option and/or any of the securities underlying the Option in
a registration statement made by the Company as contemplated by Section 6(a) or
in connection with a request made pursuant to this Section 6(b) prior to
acquisition of the Units issuable upon exercise of the Option and even though
the Holder has not given notice of exercise of the Option. Blair may, at its
option, request such post-effective amendment or new registration statement
during the described period with respect to the Option, the Units as a unit, or
separately as to the Common Stock and/or Warrants included in the Units and/or
the Common Stock issuable upon the exercise of the Warrants, and such
registration rights may be exercised by Blair prior to or subsequent to the
exercise of the Option.
Within ten days after receiving any such notice pursuant to
this subsection (b) of paragraph 6, the Company shall give notice to the other
holders of the Options, advising that the Company is proceeding with such
post-effective amendment or registration statement and offering to include
therein the securities underlying the Options of the other holders, provided
that they shall furnish the Company with such appropriate information (relating
to
-5-
<PAGE>
Page 9 of 27 pages
the intentions of such holders) in connection therewith as the Company shall
reasonably request in writing. In the event the registration statement is not
filed within the period specified herein, the expiration date of this Option and
the underlying Warrants shall be extended by an amount of time equal to the
delay in filing, and in the event the registration statement is not declared
effective under the Act prior to August 29, 1999, the Company shall extend the
expiration date of the Option and the underlying Warrants to a date not less
than 90 days after the effective date of such registration statement. All costs
and expenses of the first such post-effective amendment or new registration
statement shall be borne by the Company, except that the holders shall bear the
fees of their own counsel and any underwriting discounts or commissions
applicable to any of the securities sold by them. If the Company determines to
include securities to be sold by it in any registration statement originally
requested pursuant to this Section 6(b), such registration shall instead be
deemed to have been a registration under Section 6(a) and not under Section
6(b).
The Company will maintain such registration statement or
post-effective amendment current under the Act for a period of at least six
months (and for up to an additional three months if requested by the Holder)
from the effective date thereof.
(c) Whenever pursuant to paragraph 6 a registration statement
relating to any Registrable Securities is filed under the Act, amended or
supplemented, the Company shall (i) supply prospectuses and such other documents
as the Holder may request in order to facilitate the public sale or other
disposition of the Registrable Securities, (ii) use its best efforts to register
and qualify any of the Registrable Securities for sale in such states as such
Holder designates, (iii) furnish indemnification in the manner provided in
paragraph 7 hereof, (iv) notify each Holder of Registrable Securities at any
time when a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, contains
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading and, at the request of any such Holder, prepare and furnish to such
Holder 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 Registrable Securities, such prospectus shall not include an
untrue statement of a material fact or omit to state material fact required to
be stated therein or necessary to make the statements therein not misleading and
(v) do any and all other acts and things which may be necessary or desirable to
enable such Holders to consummate the public sale or other disposition of the
Registrable Securities. The Holder shall furnish appropriate information in
connection therewith and indemnification as set forth in paragraph 7.
(d) In the event the Company receives from Blair a request that the
Company effect a registration on Form S-3 with respect to the Registrable
Securities and if Form S-3 is available for such offering by Blair, the Company
shall, as soon as practicable, effect such registration as would permit or
facilitate the sale and distribution of the Registrable Securities as are
specified in the request. All expenses incurred in connection with a
registration requested pursuant to this Section 6(d) shall be borne by the
Company.
-6-
<PAGE>
Page 10 of 27 pages
Registrations effected pursuant to this Section 6(d) shall not be counted as
registrations pursuant to Section 6(b) hereof.
7. (a) Whenever pursuant to paragraph 6 a registration
statement relating to the Registrable Securities is filed under the Act, amended
or supplemented, the Company will indemnify and hold harmless each holder of the
Registrable Securities covered by such registration statement, amendment or
supplement (such holder being hereinafter called the "Distributing Holder"), and
each person, if any, who controls (within the meaning of the Act) the
Distributing Holder, and each underwriter (within the meaning of the Act) of
such securities and each person, if any, who controls (within the meaning of the
Act) any such underwriter, against any losses, claims, damages or liabilities,
joint or several, to which the Distributing Holder, any such controlling person
or any such underwriter may become subject, under the Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any such registration statement or any
preliminary prospectus or final prospectus constituting a part thereof or any
amendment or supplement thereto, or arise out of or are based upon the omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading; and will reimburse the Distributing
Holder and each such controlling person and underwriter for any legal or other
expenses reasonably incurred by the Distributing Holder or such controlling
person or underwriter in connection with investigating or defending any such
loss, claim, damage, liability or action; provided, however, that the Company
will not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in said
registration statement, said preliminary prospectus, said final prospectus or
said amendment or supplement in reliance upon and in conformity with written
information furnished by such Distributing Holder specifically for use in the
preparation thereof.
(b) If requested by the Company prior to the filing of any
registration statement covering the Registrable Securities, each Distributing
Holder will agree, severally but not jointly, to indemnify and hold harmless the
Company against any losses, claims, damages or liabilities to which the Company
may become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities arise out of or are based upon any untrue or alleged
untrue statement of any material fact contained in said registration statement,
said preliminary prospectus, said final prospectus, or said amendment or
supplement, or arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in said registration
statement, said preliminary prospectus, said final prospectus or said amendment
or supplement in reliance upon and in conformity with written information
furnished by such Distributing Holder specifically for use in the preparation
thereof; except that the maximum amount which may be recovered from the
Distributing Holder pursuant to this Paragraph 7 or otherwise shall be limited
to the amount of net proceeds received by the Distributing Holder from the sale
of the Registrable Securities.
-7-
<PAGE>
Page 11 of 27 pages
(c) Promptly after receipt by an indemnified party under this
paragraph 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying
party, give the indemnifying party notice of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under this
Paragraph 7.
(d) In case any such action is brought against any indemnified
party, and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate in, and, to the extent that
it may wish, jointly with any other indemnifying party similarly notified to
assume the defense thereof, 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 will not be liable to such indemnified party under this
paragraph 7 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.
8. The Exercise Price in effect at any time and the number and
kind of securities purchasable upon the exercise of the Options shall be subject
to adjustment from time to time upon the happening of certain events as follows:
(a) In case the Company shall (i) declare a dividend
or make a distribution on its outstanding shares of Common
Stock in shares of Common Stock, (ii) subdivide or reclassify
its outstanding shares of Common Stock into a greater number
of shares, or (iii) combine or reclassify its outstanding
shares of Common Stock into a smaller number of shares, the
Exercise Price in effect at the time of the record date for
such dividend or distribution or of the effective date of such
subdivision, combination or reclassification shall be adjusted
so that it shall equal the price determined by multiplying the
Exercise Price by a fraction, the denominator of which shall
be the number of shares of Common Stock outstanding after
giving effect to such action, and the numerator of which shall
be the number of shares of Common Stock outstanding
immediately prior to such action. Such adjustment shall be
made successively whenever any event listed above shall occur.
(b) In case the Company shall fix a record date for
the issuance of rights or warrants to all holders of its
Common Stock entitling them to subscribe for or purchase
shares of Common Stock (or securities convertible into Common
Stock) at a price (the "Subscription Price") (or having a
conversion price per share) less than (i) the current market
price of the Common Stock (as defined in Subsection (h) below)
on the record date mentioned below, or (ii) the Exercise Price
on a per share basis giving no value to the Warrants included
in the Option Units (the "Per Share Exercise Price") on such
record date, the Exercise Price shall be adjusted so that the
same shall equal the lower of (i) the price determined by
multiplying the
-8-
<PAGE>
Page 12 of 27 pages
number of shares then comprising an Option Unit by the product
of the Per Share Exercise Price in effect immediately prior to
the date of such issuance multiplied by a fraction, the
numerator of which shall be the sum of the number of shares of
Common Stock outstanding on the record date mentioned below
and the number of additional shares of Common Stock which the
aggregate offering price of the total number of shares of
Common Stock so offered (or the aggregate conversion price of
the convertible securities so offered) would purchase at such
current market price per share of the Common Stock, and the
denominator of which shall be the sum of the number of shares
of Common Stock outstanding on such record date and the number
of additional shares of Common Stock offered for subscription
or purchase (or into which the convertible securities so
offered are convertible) or (ii) in the event the Subscription
Price is equal to or higher than the current market price but
is less than the Per Share Exercise Price, the price
determined by multiplying the number of shares then comprising
an Option Unit by the product of the Per Share Exercise Price
in effect immediately prior to the date of issuance multiplied
by a fraction, the numerator of which shall be the sum of the
number of shares outstanding on the record date mentioned
below and the number of additional shares of Common Stock
which the aggregate offering price of the total number of
shares of Common Stock so offered (or the aggregate conversion
price of the convertible securities so offered) would purchase
at the Per Share Exercise Price in effect immediately prior to
the date of such issuance, and the denominator of which shall
be the sum of the number of shares of Common Stock outstanding
on the record date mentioned below and the number of
additional shares of Common Stock offered for subscription or
purchase (or into which the convertible securities so offered
are convertible). Such adjustment shall be made successively
whenever such rights or warrants are issued and shall become
effective immediately after the record date for the
determination of shareholders entitled to receive such rights
or warrants; and to the extent that shares of Common Stock are
not delivered (or securities convertible into Common Stock are
not delivered) after the expiration of such rights or warrants
the Exercise Price shall be readjusted to the Exercise Price
which would then be in effect had the adjustments made upon
the issuance of such rights or warrants been made upon the
basis of delivery of only the number of shares of Common Stock
(or securities convertible into Common Stock) actually
delivered.
(c) In case the Company shall hereafter distribute to
the holders of its Common Stock evidences of its indebtedness
or assets (excluding cash dividends or distributions and
dividends or distributions referred to in Subsection (a)
above) or subscription rights or warrants (excluding those
referred to in Subsection (b) above), then in each such case
the Exercise Price in effect thereafter shall be determined by
multiplying the number of shares then comprising an Option
Unit by the product of the Per Share Exercise Price in effect
immediately prior thereto multiplied by a fraction, the
numerator of
-9-
<PAGE>
Page 13 of 27 pages
which shall be the total number of shares of Common Stock
outstanding multiplied by the current market price per share
of Common Stock (as defined in Subsection (h) below), less the
fair market value (as determined by the Company's Board of
Directors) of said assets or evidences of indebtedness so
distributed or of such rights or warrants, and the denominator
of which shall be the total number of shares of Common Stock
outstanding multiplied by such current market price per share
of Common Stock. Such adjustment shall be made successively
whenever such a record date is fixed. Such adjustment shall be
made whenever any such distribution is made and shall become
effective immediately after the record date for the
determination of shareholders entitled to receive such
distribution.
(d) In case the Company shall issue shares of its
Common Stock [excluding shares issued (i) in any of the
transactions described in Subsections (a), (b), (c) or (e) of
this Section 8; (ii) upon exercise of options granted to the
Company's employees under a plan or plans adopted by the
Company's Board of Directors and approved by its shareholders,
if such shares would otherwise be included in this Subsection
(d), (but only to the extent that the aggregate number of
shares excluded hereby and issued after the date hereof, shall
not exceed 5% of the Company's Common Stock outstanding at the
time of any issuance); (iii) upon exercise of options and
warrants or upon conversion of convertible securities
outstanding at August 29, 1994, and this Option; (iv) to
shareholders of any corporation which merges into the Company
in proportion to their stock holdings of such corporation
immediately prior to such merger, upon such merger; (v) in a
bona fide public offering pursuant to a firm commitment
underwriting; or (vi) in connection with the acquisition of
Easy Gardener, Inc.; but only if no adjustment is required
pursuant to any other specific subsection of this Section (8)
(without regard to Subsection (i) below) with respect to the
transaction giving rise to such rights] for a consideration
per share (the "Offering Price") less than (i) the current
market price per share [as defined in Subsection (h) below] on
the date the Company fixes the offering price of such
additional shares, or (ii) the Per Share Exercise Price, then
the Exercise Price shall be adjusted immediately thereafter so
that it shall equal the lower of (i) the price determined by
multiplying the number of shares then comprising an Option
Unit by the product of the Per Share Exercise Price in effect
immediately prior thereto multiplied by a fraction, the
numerator of which shall be the sum of the number of shares of
Common Stock outstanding immediately prior to the issuance of
such additional shares and the number of shares of Common
Stock which the aggregate consideration received [determined
as provided in Subsection (g) below] for the issuance of such
additional shares would purchase at such current market price
per share of Common Stock, and the denominator of which shall
be the number of shares of Common Stock outstanding
immediately after the issuance of such additional shares or
(ii) in the event the Offering Price is equal to or higher
than the current market price per share but less than the Per
Share Exercise
-10-
<PAGE>
Page 14 of 27 pages
Price, the price determined by multiplying the number of
shares then comprising an Option Unit by the product of the
Per Share Exercise Price in effect immediately prior to the
date of issuance multiplied by a fraction, the numerator of
which shall be the number of shares of Common Stock
outstanding immediately prior to the issuance of such
additional shares and the number of shares of Common Stock
which the aggregate consideration received [determined as
provided in subsection (g) below] for the issuance of such
additional shares would purchase at the Per Share Exercise
Price in effect immediately prior to the date of such
issuance, and the denominator of which shall be the number of
shares of Common Stock outstanding immediately after the
issuance of such additional shares. Such adjustment shall be
made successively whenever such an issuance is made.
(e) In case the Company shall issue any securities
convertible into or exchangeable for its Common Stock
[excluding securities issued in transactions described in
Subsections (b) and (c) above] for a consideration per share
of Common Stock (the "Conversion Price") initially deliverable
upon conversion or exchange of such securities [determined as
provided in Subsection (g) below] less than (i) the current
market price per share [as defined in Subsection (h) below] in
effect immediately prior to the issuance of such securities,
or (ii) the Per Share Exercise Price, then the Exercise Price
shall be adjusted immediately thereafter so that it shall
equal the lower of (i) the price determined by multiplying the
number of shares then comprising an Option Unit by the product
of the Per Share Exercise Price in effect immediately prior
thereto multiplied by a fraction, the numerator of which shall
be the sum of the number of shares of Common Stock outstanding
immediately prior to the issuance of such securities and the
number of shares of Common Stock which the aggregate
consideration received [determined as provided in Subsection
(g) below] for such securities would purchase at such current
market price per share of Common Stock, and the denominator of
which shall be the sum of the number of shares of Common Stock
outstanding immediately prior to such issuance and the maximum
number of shares of Common Stock of the Company deliverable
upon conversion of or in exchange for such securities at the
initial conversion or exchange price or rate, or (ii) in the
event the Conversion Price is equal to or higher than the
current market price per share but less than the Per Share
Exercise Price, the price determined by multiplying the number
of shares then comprising an Option Unit by the product of the
Per Share Exercise Price in effect immediately prior to the
date of issuance multiplied by a fraction, the numerator of
which shall be the sum of the number of shares outstanding
immediately prior to the issuance of such securities and the
number of shares of Common Stock which the aggregate
consideration received [determined as provided in subsection
(g) below] for such securities would purchase at the Per Share
Exercise Price in effect immediately prior to the date of such
issuance, and the denominator of which shall be the sum of the
number of shares of Common Stock outstanding
-11-
<PAGE>
Page 15 of 27 pages
immediately prior to the issuance of such securities and the
maximum number of shares of Common Stock of the Company
deliverable upon conversion of or in exchange for such
securities at the initial conversion or exchange price or
rate. Such adjustment shall be made successively whenever such
an issuance is made.
(f) Whenever the Exercise Price payable upon exercise
of each Option is adjusted pursuant to Subsections (a), (b),
(c), (d) or (e) above, (i) the number of shares of Common
Stock included in an Option Unit shall simultaneously be
adjusted by multiplying the number of shares of Common Stock
included in Option Unit immediately prior to such adjustment
by the Exercise Price in effect immediately prior to such
adjustment and dividing the product so obtained by the
Exercise Price, as adjusted and (ii) the number of shares of
Common Stock or other securities issuable upon exercise of the
Warrants included in the Option Units and the exercise price
of such Warrants shall be adjusted in accordance with the
applicable terms of the Warrant Agreement.
(g) For purposes of any computation respecting
consideration received pursuant to Subsections (d) and (e)
above, the following shall apply:
(A) in the case of the issuance of shares of
Common Stock for cash, the consideration shall be the
amount of such cash, provided that in no case shall
any deduction be made for any commissions, discounts
or other expenses incurred by the Company for any
underwriting of the issue or otherwise in connection
therewith;
(B) in the case of the issuance of shares of
Common Stock for a consideration in whole or in part
other than cash, the consideration other than cash
shall be deemed to be the fair market value thereof
as determined in good faith by the Board of Directors
of the Company (irrespective of the accounting
treatment thereof), whose determination shall be
conclusive; and
(C) in the case of the issuance of
securities convertible into or exchangeable for
shares of Common Stock, the aggregate consideration
received therefor shall be deemed to be the
consideration received by the Company for the
issuance of such securities plus the additional
minimum consideration, if any, to be received by the
Company upon the conversion or exchange thereof [the
consideration in each case to be determined in the
same manner as provided in clauses (A) and (B) of
this Subsection (g)].
(h) For the purpose of any computation under
Subsections (b), (c), (d) and (e) above, the current
market price per share of Common Stock at any
-12-
<PAGE>
Page 16 of 27 pages
date shall be deemed to be the average of the daily closing
prices for 30 consecutive business days before such date. The
closing price for each day shall be the last sale price
regular way or, in case no such reported sale takes place on
such day, the average of the last reported bid and asked
prices regular way, in either case on the principal national
securities exchange, including the Nasdaq National Market, on
which the Common Stock is admitted to trading or listed, or if
not listed or admitted to trading on such exchange or market,
the average of the highest reported bid and lowest reported
asked prices as reported by Nasdaq, or other similar
organization if Nasdaq is no longer reporting such
information, or if not so available, the fair market price as
determined by the Board of Directors.
(i) No adjustment in the Exercise Price shall be
required unless such adjustment would require an increase or
decrease of at least five cents ($0.05) in such price;
provided, however, that any adjustments which by reason of
this Subsection (i) are not required to be made shall be
carried forward and taken into account in any subsequent
adjustment required to be made hereunder. All calculations
under this Section (8) shall be made to the nearest cent or to
the nearest one-hundredth of a share, as the case may be.
Anything in this Section (8) to the contrary notwithstanding,
the Company shall be entitled, but shall not be required, to
make such changes in the Exercise Price, in addition to those
required by this Section (8), as it shall determine, in its
sole discretion, to be advisable in order that any dividend or
distribution in shares of Common Stock, or any subdivision,
reclassification or combination of Common Stock, hereafter
made by the Company shall not result in any Federal Income tax
liability to the holders of Common Stock or securities
convertible into Common Stock (including Warrants issuable
upon exercise of this Option).
(j) Whenever the Exercise Price is adjusted, as
herein provided, the Company shall promptly but no later than
10 days after any request for such an adjustment by the
Holder, cause a notice setting forth the adjusted Exercise
Price and adjusted number of Option Units issuable upon
exercise of each Option and, if requested, information
describing the transactions giving rise to such adjustments,
to be mailed to the Holders, at the address set forth herein,
and shall cause a certified copy thereof to be mailed to its
transfer agent, if any. The Company may retain a firm of
independent certified public accountants selected by the Board
of Directors (who may be the regular accountants employed by
the Company) to make any computation required by this Section
(8), and a certificate signed by such firm shall be conclusive
evidence of the correctness of such adjustment.
-13-
<PAGE>
Page 17 of 27 pages
(k) In the event that at any time, as a result of an
adjustment made pursuant to Subsection (a) above, the Holder
of this Option thereafter shall become entitled to receive any
shares of the Company, other than Common Stock, thereafter the
number of such other shares so receivable upon exercise of
this Option shall be subject to adjustment from time to time
in a manner and on terms as nearly equivalent as practicable
to the provisions with respect to the Common Stock contained
in Subsections (a) to (i), inclusive above.
(l) In case any event shall occur as to which the
other provisions of this Section 8 or Section 1 (a) hereof are
not strictly applicable but as to which the failure to make
any adjustment would not fairly protect the purchase rights
represented by this Option in accordance with the essential
intent and principles hereof then, in each such case, the
Holders of Options representing the right to purchase a
majority of the Option Units may appoint a firm of independent
public accountants reasonably acceptable to the Company, which
shall give their opinion as to the adjustment, if any, on a
basis consistent with the essential intent and principles
established herein, necessary to preserve the purchase rights
represented by the Options. Upon receipt of such opinion,the
Company will promptly mail a copy thereof to the Holder of
this Option and shall make the adjustments described therein.
The fees and expenses of such independent public accountants
shall be borne by the Company
9. This Agreement shall be governed by and in accordance with
the laws of the State of New York, without giving effect to the principles of
conflicts of law thereof.
IN WITNESS WHEREOF, U.S. Home & Garden Inc.has caused this
Option to be signed by its duly authorized officers under its corporate seal,
and this Option to be dated as of July 16, 1999.
U.S. HOME & GARDEN INC.
/s/ Robert Kassel
By:__________________________________________
ATTEST: Robert Kassel, President
/s/ Richard Raleigh
_________________________________________
Richard Raleigh, Chief Operating Officer
-14-
Page 18 of 27 pages
Exhibit E
The following open-market transactions have been made by D.H. Blair
& Co., Inc. in the Issuer's securities in the previous sixty days:
Shares:
------
Purchase
Date or Sale Amount Price
05/20/96 Purchase 1,000 3.44
05/20/96 Purchase 5,000 3.25
05/20/96 Purchase 1,000 3.31
05/20/96 Purchase 3,000 3.22
05/20/96 Purchase 3,000 3.22
05/20/96 Sale 5,000 3.68
05/20/96 Purchase 1,600 3.31
05/20/96 Purchase 15,000 3.25
05/20/96 Purchase 2,000 3.34
05/20/96 Purchase 500 3.34
05/20/96 Purchase 4,000 3.22
05/20/96 Purchase 13,000 3.34
05/20/96 Purchase 2,000 3.41
05/20/96 Purchase 2,500 3.34
05/20/96 Purchase 1,300 3.25
05/20/96 Purchase 1,300 3.25
05/20/96 Sale 1,000 3.61
05/20/96 Sale 4,000 3.63
05/20/96 Sale 5,000 3.53
05/20/96 Sale 5,000 3.68
05/20/96 Sale 5,000 3.68
05/20/96 Sale 2,000 3.54
05/20/96 Sale 5,000 3.68
05/20/96 Sale 7,500 3.53
05/20/96 Sale 1,000 3.53
05/20/96 Sale 5,000 3.53
05/20/96 Purchase 1,000 3.22
05/20/96 Purchase 4,000 3.25
05/20/96 Purchase 1,000 3.50
05/20/96 Sale 3,200 3.44
05/20/96 Sale 1,100 3.50
05/20/96 Purchase 200 3.31
05/21/96 Sale 4,000 3.50
05/21/96 Purchase 5,000 3.31
05/21/96 Purchase 5,000 3.31
05/21/96 Purchase 400 3.31
05/21/96 Purchase 3,000 3.25
05/21/96 Sale 5,000 3.50
05/21/96 Purchase 2,200 3.22
05/21/96 Purchase 200 3.22
05/21/96 Purchase 8,000 3.28
05/21/96 Purchase 16,000 3.28
05/21/96 Sale 10,000 3.50
05/21/96 Sale 15,000 3.50
05/21/96 Purchase 4,000 3.13
05/21/96 Purchase 3,500 3.34
05/21/96 Purchase 1,000 3.25
05/21/96 Sale 10,000 3.50
05/21/96 Sale 10,000 3.50
05/21/96 Sale 5,000 3.50
05/21/96 Sale 5,000 3.50
05/21/96 Purchase 1,000 3.25
05/21/96 Sale 2,000 3.50
05/21/96 Sale 2,500 3.50
05/21/96 Sale 7,500 3.53
05/21/96 Sale 5,000 3.53
05/21/96 Sale 5,000 3.53
05/21/96 Sale 5,000 3.53
05/21/96 Sale 3,000 3.50
05/21/96 Purchase 500 3.25
05/21/96 Sale 3,000 3.50
05/21/96 Sale 3,000 3.50
05/21/96 Purchase 2,000 3.31
05/21/96 Purchase 18,000 3.38
05/21/96 Sale 3,000 3.25
05/21/96 Sale 200 3.50
05/21/96 Sale 5,000 3.45
<PAGE>
Page 19 of 27 pages
05/22/96 Sale 2,800 3.28
05/22/96 Sale 5,000 3.41
05/22/96 Sale 10,000 3.38
05/22/96 Sale 5,000 3.41
05/22/96 Sale 7,500 3.41
05/22/96 Purchase 25,500 3.23
05/22/96 Sale 14,000 3.41
05/22/96 Purchase 38,900 3.25
05/22/96 Sale 3,000 3.25
05/22/96 Sale 1,500 3.38
05/22/96 Purchase 300 3.19
05/22/96 Sale 2,000 3.41
05/23/96 Sale 8,000 3.41
05/23/96 Purchase 1,000 3.13
05/23/96 Purchase 2,800 3.16
05/23/96 Purchase 1,000 3.23
05/23/96 Sale 5,000 3.41
05/23/96 Purchase 3,000 3.19
05/23/96 Purchase 5,000 3.23
05/23/96 Purchase 1,000 3.09
05/23/96 Purchase 1,000 3.13
05/23/96 Purchase 4,500 3.22
05/23/96 Purchase 5,000 3.13
05/23/96 Purchase 777 3.13
05/23/96 Sale 1,000 3.41
05/23/96 Sale 6,000 3.41
05/23/96 Sale 5,000 3.44
05/23/96 Sale 13,900 3.41
05/23/96 Purchase 21,050 3.25
05/23/96 Sale 13,700 3.38
05/23/96 Purchase 100 3.13
05/24/96 Purchase 10,400 3.22
05/24/96 Sale 5,000 3.25
05/24/96 Purchase 3,800 3.03
05/24/96 Purchase 9,000 3.00
05/24/96 Sale 2,550 3.31
05/24/96 Purchase 3,000 3.09
05/24/96 Purchase 3,000 3.23
05/24/96 Sale 5,000 3.41
05/24/96 Purchase 550 3.06
05/24/96 Sale 5,000 3.38
05/24/96 Purchase 1,000 3.25
05/24/96 Sale 5,000 3.13
05/24/96 Sale 1,800 3.19
05/24/96 Purchase 3,000 3.09
05/24/96 Sale 1,300 3.38
05/24/96 Purchase 1,000 3.06
<PAGE>
Page 20 of 27 pages
05/28/96 Sale 4,000 3.38
05/28/96 Purchase 10,000 3.09
05/28/96 Sale 7,500 3.47
05/28/96 Purchase 2,600 3.13
05/28/96 Sale 5,000 3.47
05/28/96 Sale 10,000 3.47
05/28/96 Sale 2,500 3.44
05/28/96 Purchase 2,900 3.22
05/28/96 Purchase 13,500 3.13
05/28/96 Purchase 2,000 3.09
05/28/96 Purchase 17,000 3.09
05/28/96 Sale 25,000 3.47
05/28/96 Sale 1,000 3.41
05/28/96 Purchase 17,000 3.09
05/28/96 Purchase 17,000 3.09
05/28/96 Purchase 10,000 3.13
05/28/96 Purchase 3,500 3.13
05/28/96 Purchase 3,600 3.23
05/28/96 Purchase 5,000 3.09
05/28/96 Purchase 30,000 3.09
05/28/96 Sale 7,500 3.47
05/28/96 Sale 800 3.44
05/28/96 Purchase 10,000 3.09
05/28/96 Sale 5,000 3.44
05/28/96 Sale 5,000 3.47
05/28/96 Purchase 1,000 3.13
05/28/96 Purchase 5,000 3.13
05/28/96 Purchase 3,000 3.23
05/28/96 Sale 35,000 3.47
05/28/96 Purchase 1,500 3.13
05/28/96 Sale 7,500 3.47
05/28/96 Sale 7,500 3.47
05/28/96 Sale 5,000 3.47
05/28/96 Sale 5,000 3.47
05/28/96 Sale 5,000 3.41
05/28/96 Sale 15,000 3.47
05/28/96 Sale 500 3.44
05/28/96 Sale 1,000 3.41
05/28/96 Sale 2,000 3.38
05/28/96 Sale 3,000 3.38
05/28/96 Sale 2,000 3.41
05/28/96 Sale 12,500 3.47
05/28/96 Sale 15,000 3.47
05/28/96 Purchase 20,800 3.25
05/28/96 Sale 18,000 3.31
05/28/96 Sale 825 3.38
<PAGE>
Page 21 of 27 pages
05/29/96 Sale 19,000 3.47
05/29/96 Purchase 4,500 3.22
05/29/96 Purchase 6,700 3.13
05/29/96 Sale 6,500 3.41
05/29/96 Purchase 2,600 3.13
05/29/96 Purchase 6,500 3.23
05/29/96 Sale 2,000 3.50
05/29/96 Purchase 5,500 3.22
05/29/96 Sale 17,450 3.44
05/29/96 Purchase 3,900 3.13
05/29/96 Purchase 4,000 3.09
05/29/96 Purchase 1,600 3.13
05/29/96 Purchase 5,000 3.13
05/29/96 Sale 4,000 3.38
05/29/96 Purchase 5,000 3.22
05/29/96 Purchase 4,200 3.23
05/29/96 Sale 6,500 3.47
05/29/96 Sale 6,000 3.41
05/29/96 Sale 3,000 3.41
05/29/96 Sale 2,200 3.41
05/29/96 Sale 300 3.47
05/29/96 Sale 5,000 3.41
05/29/96 Purchase 2,450 3.13
05/29/96 Purchase 9,300 3.25
05/29/96 Sale 3,300 3.31
05/29/96 Purchase 5,000 3.13
05/29/96 Purchase 3,000 3.23
05/29/96 Purchase 1,100 3.13
05/29/96 Sale 2,000 3.41
05/30/96 Purchase 10,000 3.19
05/30/96 Purchase 2,900 3.19
05/30/96 Purchase 3,000 3.13
05/30/96 Purchase 4,000 3.19
05/30/96 Purchase 5,000 3.13
05/30/96 Purchase 3,800 3.13
05/30/96 Purchase 1,000 3.09
05/30/96 Sale 10,000 3.38
05/30/96 Purchase 6,300 3.19
05/30/96 Purchase 2,950 3.09
05/30/96 Sale 5,000 3.44
05/30/96 Sale 6,000 3.38
05/30/96 Sale 2,200 3.41
05/30/96 Sale 900 3.38
05/30/96 Sale 13,100 3.38
05/30/96 Sale 6,500 3.38
05/30/96 Sale 6,000 3.41
05/30/96 Sale 1,000 3.41
05/30/96 Sale 3,000 3.38
05/30/96 Sale 3,000 3.38
05/30/96 Sale 3,000 3.20
05/30/96 Sale 5,000 3.34
05/30/96 Sale 3,000 3.41
05/30/96 Sale 20,000 3.41
05/30/96 Purchase 14,750 3.19
05/30/96 Purchase 41,800 3.25
05/30/96 Sale 750 3.31
05/30/96 Sale 3,000 3.41
05/30/96 Sale 1,000 3.38
05/31/96 Purchase 3,500 3.06
05/31/96 Purchase 3,500 3.13
05/31/96 Sale 11,000 3.34
05/31/96 Sale 4,800 3.34
05/31/96 Purchase 1,700 3.22
05/31/96 Sale 5,000 3.34
05/31/96 Purchase 14,400 3.19
05/31/96 Sale 3,000 3.50
05/31/96 Sale 1,000 3.34
05/31/96 Sale 2,500 3.41
05/31/96 Sale 14,500 3.53
05/31/96 Sale 12,500 3.38
05/31/96 Purchase 1,150 3.03
05/31/96 Sale 4,200 3.41
05/31/96 Purchase 2,000 3.13
05/31/96 Sale 6,000 3.41
05/31/96 Purchase 3,725 3.19
05/31/96 Purchase 1,000 3.31
05/31/96 Purchase 4,000 3.38
05/31/96 Sale 450 3.31
05/31/96 Sale 725 3.50
05/31/96 Purchase 600 3.13
05/31/96 Sale 3,000 3.50
<PAGE>
Page 22 of 27 pages
06/03/96 Sale 2,100 3.41
06/03/96 Sale 5,200 3.41
06/03/96 Purchase 4,000 3.16
06/03/96 Sale 5,000 3.41
06/03/96 Purchase 4,000 3.13
06/03/96 Sale 5,000 3.41
06/03/96 Purchase 2,500 3.16
06/03/96 Sale 2,400 3.53
06/03/96 Purchase 1,900 3.19
06/03/96 Sale 10,000 3.41
06/03/96 Purchase 3,600 3.16
06/03/96 Purchase 10,000 3.23
06/03/96 Sale 7,500 3.41
06/03/96 Sale 1,500 3.38
06/03/96 Purchase 3,000 3.09
06/03/96 Sale 5,500 3.38
06/03/96 Sale 1,300 3.41
06/03/96 Sale 1,000 3.41
06/03/96 Purchase 3,800 3.19
06/03/96 Sale 7,500 3.41
06/03/96 Sale 1,000 3.53
06/03/96 Sale 5,000 3.41
06/03/96 Purchase 1,700 3.19
06/03/96 Purchase 1,700 3.25
06/03/96 Purchase 23,400 3.25
06/03/96 Sale 1,740 3.50
06/04/96 Sale 2,000 3.41
06/04/96 Purchase 5,000 3.13
06/04/96 Purchase 1,500 3.19
06/04/96 Purchase 1,000 3.13
06/04/96 Sale 1,200 3.41
06/04/96 Sale 1,400 3.47
06/04/96 Sale 6,200 3.41
06/04/96 Sale 2,500 3.41
06/04/96 Purchase 3,800 3.19
06/04/96 Purchase 2,000 3.25
06/04/96 Sale 700 3.38
06/05/96 Sale 5,000 3.41
06/05/96 Purchase 3,500 3.09
06/05/96 Purchase 1,250 3.16
06/05/96 Purchase 2,300 3.19
06/05/96 Sale 5,000 3.41
06/05/96 Purchase 1,000 3.25
06/05/96 Purchase 2,000 3.19
06/05/96 Purchase 5,200 3.28
06/05/96 Sale 2,100 3.41
06/05/96 Sale 5,000 3.47
06/05/96 Purchase 10,000 3.13
06/05/96 Purchase 10,000 3.13
06/05/96 Sale 5,000 3.41
06/05/96 Sale 3,700 3.41
06/05/96 Sale 2,000 3.47
06/05/96 Sale 1,400 3.33
06/05/96 Sale 5,000 3.41
06/05/96 Sale 1,000 3.31
06/05/96 Purchase 1,000 3.19
06/06/96 Sale 4,500 3.47
06/06/96 Purchase 1,775 3.16
06/06/96 Purchase 200 3.19
06/06/96 Purchase 5,000 3.25
06/06/96 Purchase 5,000 3.25
06/06/96 Sale 10,000 3.47
06/06/96 Purchase 7,000 3.19
06/06/96 Purchase 6,000 3.19
06/06/96 Sale 3,800 3.47
06/06/96 Purchase 10,000 3.25
06/06/96 Purchase 1,000 3.28
06/06/96 Purchase 1,000 3.16
06/06/96 Sale 5,000 3.47
06/06/96 Sale 5,000 3.47
06/06/96 Purchase 1,000 3.16
06/06/96 Sale 1,000 3.47
06/06/96 Sale 6,300 3.47
06/06/96 Sale 3,000 3.47
06/06/96 Sale 1,400 3.47
06/06/96 Purchase 500 3.31
06/06/96 Sale 5,000 3.44
06/06/96 Purchase 1,000 3.25
<PAGE>
Page 23 of 27 pages
06/07/96 Purchase 8,000 3.24
06/07/96 Purchase 5,000 3.13
06/07/96 Purchase 1,500 3.19
06/07/96 Purchase 3,000 3.19
06/07/96 Purchase 2,000 3.09
06/07/96 Purchase 2,000 3.19
06/07/96 Sale 3,000 3.47
06/07/96 Purchase 500 3.19
06/07/96 Purchase 2,000 3.19
06/07/96 Purchase 8,000 3.16
06/07/96 Sale 5,000 3.47
06/07/96 Sale 1,000 3.47
06/07/96 Sale 7,500 3.41
06/07/96 Sale 5,000 3.44
06/07/96 Sale 13,600 3.47
06/07/96 Purchase 1,800 3.19
06/07/96 Sale 2,000 3.41
06/07/96 Purchase 19,000 3.31
06/07/96 Sale 5,000 3.25
06/07/96 Sale 15,000 3.31
06/07/96 Sale 10,000 3.38
06/07/96 Purchase 3,500 3.25
06/10/96 Sale 8,000 3.26
06/10/96 Purchase 625 3.09
06/10/96 Purchase 5,000 3.09
06/10/96 Purchase 1,500 3.23
06/10/96 Sale 6,600 3.47
06/10/96 Purchase 490 3.23
06/10/96 Purchase 1,000 3.25
06/10/96 Purchase 1,000 3.25
06/10/96 Purchase 7,500 3.23
06/10/96 Purchase 10,000 3.19
06/10/96 Purchase 1,600 3.25
06/10/96 Purchase 800 3.23
06/10/96 Purchase 1,300 3.22
06/10/96 Purchase 10,000 3.19
06/10/96 Purchase 6,000 3.23
06/10/96 Purchase 3,000 3.23
06/10/96 Purchase 1,500 3.23
06/10/96 Sale 5,000 3.41
06/10/96 Sale 1,000 3.41
06/10/96 Sale 2,000 3.41
06/10/96 Sale 5,500 3.53
06/10/96 Sale 7,000 3.50
06/10/96 Purchase 4,000 3.38
06/10/96 Sale 2,500 3.25
06/10/96 Sale 1,000 3.38
06/10/96 Purchase 5,000 3.25
06/10/96 Sale 5,500 3.41
06/11/96 Sale 12,500 3.53
06/11/96 Sale 7,500 3.53
06/11/96 Sale 10,000 3.53
06/11/96 Sale 7,500 3.53
06/11/96 Purchase 4,000 3.25
06/11/96 Sale 5,000 3.53
06/11/96 Purchase 3,500 3.25
06/11/96 Sale 7,500 3.53
06/11/96 Sale 6,000 3.53
06/11/96 Purchase 16,000 3.31
06/11/96 Sale 6,500 3.53
06/11/96 Purchase 10,000 3.34
06/11/96 Purchase 55,000 3.22
06/11/96 Sale 14,000 3.53
06/11/96 Sale 5,000 3.53
06/11/96 Purchase 350 3.31
06/11/96 Purchase 2,500 3.22
06/11/96 Purchase 7,600 3.22
06/11/96 Purchase 3,000 3.31
06/11/96 Sale 5,000 3.53
06/11/96 Sale 10,000 3.53
06/11/96 Sale 5,000 3.53
06/11/96 Purchase 1,850 3.22
<PAGE>
Page 24 of 27 pages
06/11/96 Sale 10,000 3.53
06/11/96 Sale 10,000 3.53
06/11/96 Sale 5,000 3.53
06/11/96 Purchase 25,000 3.25
06/11/96 Purchase 5,000 3.25
06/11/96 Purchase 5,800 3.36
06/11/96 Sale 10,000 3.53
06/11/96 Purchase 18,000 3.38
06/11/96 Purchase 5,500 3.38
06/11/96 Sale 5,000 3.53
06/11/96 Sale 7,500 3.53
06/11/96 Sale 7,500 3.53
06/11/96 Sale 5,000 3.53
06/11/96 Sale 200 3.50
06/11/96 Sale 1,800 3.50
06/12/96 Sale 5,000 3.53
06/12/96 Purchase 300 3.36
06/12/96 Sale 6,500 3.53
06/12/96 Sale 10,000 3.53
06/12/96 Sale 7,500 3.53
06/12/96 Sale 5,000 3.53
06/12/96 Purchase 25,500 3.31
06/12/96 Sale 5,000 3.53
06/12/96 Purchase 5,000 3.25
06/12/96 Sale 11,000 3.53
06/12/96 Purchase 5,000 3.25
06/12/96 Purchase 7,150 3.31
06/12/96 Purchase 2,500 3.22
06/12/96 Purchase 100 3.31
06/12/96 Purchase 500 3.31
06/12/96 Sale 17,400 3.53
06/12/96 Purchase 3,500 3.38
06/12/96 Sale 12,500 3.53
06/12/96 Purchase 1,500 3.22
06/12/96 Purchase 3,000 3.25
06/12/96 Sale 5,700 3.53
06/12/96 Sale 3,000 3.56
06/12/96 Sale 500 3.50
06/12/96 Purchase 1,000 3.31
06/12/96 Purchase 33,000 3.38
06/12/96 Sale 200 3.50
06/12/96 Purchase 1,800 3.38
06/12/96 Sale 500 3.56
06/13/96 Purchase 500 3.36
06/13/96 Purchase 10,000 3.31
06/13/96 Sale 4,500 3.56
06/13/96 Purchase 200 3.31
06/13/96 Purchase 500 3.36
06/13/96 Purchase 1,000 3.22
06/13/96 Purchase 7,400 3.25
06/13/96 Sale 5,000 3.53
06/13/96 Sale 7,600 3.53
06/13/96 Sale 5,000 3.53
06/13/96 Purchase 1,800 3.25
06/13/96 Sale 3,500 3.50
06/13/96 Sale 900 3.56
06/13/96 Sale 400 3.53
06/13/96 Sale 250 3.53
06/13/96 Sale 500 3.53
06/13/96 Sale 450 3.53
06/13/96 Purchase 2,100 3.31
06/13/96 Sale 4,000 3.53
06/13/96 Sale 3,000 3.53
06/13/96 Sale 2,000 3.50
06/13/96 Purchase 12,700 3.38
06/13/96 Sale 300 3.44
06/13/96 Purchase 500 3.38
06/14/96 Sale 5,000 3.53
06/14/96 Sale 5,000 3.53
06/14/96 Sale 5,000 3.53
06/14/96 Purchase 8,000 3.34
06/14/96 Purchase 200 3.23
06/14/96 Sale 3,000 3.53
06/14/96 Purchase 15,000 3.36
06/14/96 Purchase 1,000 3.22
06/14/96 Purchase 3,000 3.22
06/14/96 Purchase 5,000 3.31
06/14/96 Purchase 5,000 3.25
06/14/96 Sale 5,000 3.53
06/14/96 Sale 4,000 3.53
06/14/96 Sale 5,000 3.53
06/14/96 Sale 5,000 3.53
<PAGE>
Page 25 of 27 pages
06/17/96 Sale 2,200 3.83
06/17/96 Sale 5,000 3.80
06/17/96 Sale 3,500 3.80
06/17/96 Purchase 5,000 3.44
06/17/96 Sale 2,000 3.53
06/17/96 Purchase 1,800 3.47
06/17/96 Purchase 6,000 3.44
06/17/96 Purchase 14,135 3.38
06/17/96 Sale 7,000 3.69
06/17/96 Sale 5,000 3.80
06/17/96 Purchase 6,500 3.25
06/17/96 Purchase 20,000 3.53
06/17/96 Sale 12,500 3.80
06/17/96 Sale 14,000 3.67
06/17/96 Purchase 3,000 3.25
06/17/96 Sale 1,800 3.63
06/17/96 Sale 5,000 3.80
06/17/96 Purchase 1,600 3.44
06/17/96 Purchase 4,900 3.50
06/17/96 Purchase 1,100 3.45
06/17/96 Purchase 1,300 3.50
06/17/96 Purchase 1,000 3.50
06/17/96 Purchase 3,000 3.44
06/17/96 Sale 22,500 3.80
06/17/96 Sale 4,500 3.53
06/17/96 Sale 500 3.80
06/17/96 Sale 5,000 3.53
06/17/96 Sale 5,000 3.80
06/17/96 Sale 3,000 3.63
06/17/96 Sale 7,000 3.63
06/17/96 Sale 2,100 3.64
06/17/96 Sale 100 3.83
06/17/96 Sale 2,000 3.80
06/17/96 Sale 10,000 3.80
06/17/96 Sale 1,000 3.68
06/17/96 Sale 2,000 3.80
06/17/96 Sale 2,000 3.80
06/17/96 Sale 3,000 3.80
06/17/96 Purchase 2,000 3.44
06/17/96 Purchase 2,000 3.38
06/17/96 Purchase 23,500 3.63
06/17/96 Purchase 1,857 3.66
06/17/96 Sale 9,000 3.50
06/17/96 Sale 4,000 3.80
06/18/96 Purchase 2,500 3.38
06/18/96 Purchase 4,000 3.38
06/18/96 Sale 10,000 3.63
06/18/96 Purchase 1,500 3.44
06/18/96 Purchase 2,500 3.44
06/18/96 Purchase 1,000 3.38
06/18/96 Purchase 1,600 3.44
06/18/96 Purchase 500 3.34
06/18/96 Purchase 500 3.28
06/18/96 Purchase 1,900 3.41
06/18/96 Purchase 7,500 3.38
06/18/96 Purchase 1,900 3.41
06/18/96 Purchase 1,500 3.38
06/18/96 Purchase 10,000 3.38
06/18/96 Sale 6,000 3.61
06/18/96 Sale 3,600 3.67
06/18/96 Purchase 2,000 3.31
06/18/96 Sale 10,000 3.63
06/18/96 Sale 1,500 3.63
06/18/96 Sale 5,000 3.56
06/18/96 Sale 2,795 3.63
06/18/96 Purchase 3,800 3.38
06/18/96 Sale 2,500 3.67
06/18/96 Sale 3,000 3.69
<PAGE>
Page 26 of 27 pages
06/19/96 Sale 7,500 3.73
06/19/96 Purchase 2,400 3.34
06/19/96 Purchase 500 3.38
06/19/96 Purchase 5,000 3.33
06/19/96 Sale 1,000 3.74
06/19/96 Sale 1,600 3.74
06/19/96 Sale 10,400 3.66
06/19/96 Purchase 3,500 3.33
06/19/96 Sale 2,000 3.73
06/19/96 Purchase 300 3.38
06/19/96 Sale 500 3.74
06/19/96 Sale 4,300 3.67
06/19/96 Sale 700 3.73
06/19/96 Purchase 1,600 3.38
06/19/96 Sale 5,000 3.73
06/19/96 Sale 15,000 3.73
06/19/96 Purchase 7,000 3.56
06/19/96 Sale 4,000 3.56
06/19/96 Sale 700 3.63
07/03/96 Purchase 1,500 3.16
07/05/96 Purchase 2,500 3.16
07/08/96 Purchase 4,039 3.16
Warrants:
---------
Date Purchase Amount Price
or Sale
05/07/96 Sale 2,500 1.14
05/07/96 Purchase 2,500 1.06
05/07/96 Purchase 2,500 1.13
05/08/96 Sale 3,000 1.16
05/08/96 Sale 500 1.25
05/08/96 Purchase 2,000 1.13
05/08/96 Purchase 500 1.19
05/09/96 Sale 2,900 1.22
05/09/96 Purchase 2,000 1.16
05/09/96 Purchase 900 1.18
05/13/96 Sale 1,000 1.38
05/16/96 Purchase 1,400 1.19
05/16/96 Purchase 600 1.31
05/16/96 Sale 1,400 1.58
05/16/96 Sale 100 1.31
05/16/96 Purchase 100 1.25
05/17/96 Purchase 2,500 1.25
05/17/96 Purchase 3,000 1.69
05/17/96 Purchase 1,700 1.73
05/17/96 Purchase 4,400 1.72
05/17/96 Purchase 6,500 1.72
05/17/96 Purchase 1,400 1.69
05/17/96 Sale 2,500 1.38
05/17/96 Sale 4,000 1.75
05/17/96 Sale 10,000 1.75
<PAGE>
Page 27 of 27 pages
05/20/96 Sale 2,600 1.75
05/20/96 Sale 3,000 2.00
05/21/96 Sale 5,000 1.95
05/21/96 Purchase 5,000 1.81
05/21/96 Purchase 2,600 1.69
05/21/96 Purchase 2,181 1.81
05/21/96 Sale 400 2.06
05/22/96 Purchase 8,500 1.88
05/23/96 Purchase 4,250 1.72
05/23/96 Purchase 5,000 1.75
05/23/96 Purchase 9,800 1.66
05/23/96 Purchase 1,200 1.66
05/24/96 Purchase 1,000 1.63
05/28/96 Purchase 3,000 1.72
05/28/96 Purchase 5,600 1.66
05/28/96 Purchase 5,010 1.66
05/28/96 Purchase 2,500 1.67
05/28/96 Purchase 3,500 1.67
05/28/96 Purchase 2,500 1.73
05/28/96 Purchase 1,000 1.69
05/29/96 Purchase 5,600 1.69
05/29/96 Sale 1,200 1.88
05/30/96 Purchase 2,000 1.67
06/04/96 Purchase 13,900 1.84
06/04/96 Purchase 6,500 1.80
06/04/96 Purchase 5,000 1.88
06/06/96 Purchase 3,000 1.84
06/06/96 Sale 3,000 1.88
06/07/96 Purchase 8,100 1.73
06/07/96 Sale 1,600 1.83
06/07/96 Sale 6,500 1.75
06/10/96 Purchase 1,450 1.69
06/10/96 Purchase 3,200 1.77
06/10/96 Sale 4,650 1.78
06/11/96 Purchase 1,800 1.81
06/11/96 Purchase 2,500 1.81
06/11/96 Purchase 750 1.86
06/11/96 Sale 4,300 1.88
06/12/96 Sale 750 1.94
06/13/96 Purchase 1,500 1.91
06/13/96 Purchase 9,000 1.78
06/13/96 Purchase 5,750 1.91
06/13/96 Purchase 700 1.91
06/13/96 Sale 9,000 1.88
06/13/96 Sale 4,450 1.94
06/13/96 Sale 3,500 1.94
06/14/96 Purchase 2,500 1.86
06/14/96 Sale 2,500 1.88
06/17/96 Purchase 10,000 2.03
06/17/96 Purchase 3,700 1.97
06/17/96 Purchase 1,000 2.03
06/17/96 Purchase 5,000 2.06
06/17/96 Sale 1,000 2.13
06/18/96 Purchase 8,300 1.97
06/18/96 Purchase 6,000 1.94
06/18/96 Purchase 4,900 2.03
06/18/96 Purchase 3,500 2.00
06/18/96 Purchase 14,000 2.03
06/18/96 Sale 6,000 2.00
06/18/96 Sale 3,500 2.06
06/18/96 Sale 5,000 2.13
06/18/96 Purchase 5,000 2.03
06/18/96 Sale 7,000 2.25
06/19/96 Purchase 8,500 1.91
06/19/96 Purchase 1,500 1.97
06/19/96 Purchase 1,000 1.90
06/19/96 Purchase 1,200 1.97
06/19/96 Sale 1,500 2.06
