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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3 )*
DATA RACE, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
237842109
- --------------------------------------------------------------------------------
(CUSIP Number)
John M. Liviakis, 2420 "K" St., #220, Sacramento, CA 95816, (916) 448-6084
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 24, 1999
- --------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See s.240.13d-7 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
disclosures provided in a prior cover page.
The information required on 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).
(continued on following pages)
(Page 1 of 12 Pages)
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CUSIP No. 237842109 SCHEDULE 13D Page 2 of 12 Pages
--------------- --- ---
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
LIVIAKIS FINANCIAL COMMUNICATIONS, INC. 68-0311399
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ X ]
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
OO, WC
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
CALIFORNIA
---------------------------------------------------------------------
(7) Sole Voting Power
Number of 2,624,253
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by --
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 2,624,253
--------------------------------------------------------
(10) Shared Dispositive Power
--
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,624,253
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ X ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
15.0%
---------------------------------------------------------------------
(14) Type of Reporting Person*
CO
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
CUSIP No. 237842109 SCHEDULE 13D Page 3 of 12 Pages
--------------- --- ---
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
JOHN M. LIVIAKIS
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ X ]
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
PF
---------------------------------------------------------------------
(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
---------------------------------------------------------------------
(7) Sole Voting Power
Number of 61,400
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 2,624,253
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 61,400
--------------------------------------------------------
(10) Shared Dispositive Power
2,624,253
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,685,653
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ X ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
15.3%
---------------------------------------------------------------------
(14) Type of Reporting Person*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
CUSIP No. 237842109 SCHEDULE 13D Page 4 of 12 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
RENEE A. LIVIAKIS
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ X ]
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
---------------------------------------------------------------------
(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
---------------------------------------------------------------------
(7) Sole Voting Power
Number of --
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 2,624,253
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With --
--------------------------------------------------------
(10) Shared Dispositive Power
2,624,253
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,624,253
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ X ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
15.0%
---------------------------------------------------------------------
(14) Type of Reporting Person*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
CUSIP No. 237842109 SCHEDULE 13D Page 5 of 12 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
ROBERT B. PRAG
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ X ]
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
OO
---------------------------------------------------------------------
(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
---------------------------------------------------------------------
(7) Sole Voting Power
Number of 468,825
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 2,624,253
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 468,825
--------------------------------------------------------
(10) Shared Dispositive Power
2,624,253
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,093,078
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ X ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
17.6%
---------------------------------------------------------------------
(14) Type of Reporting Person*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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1. SECURITY AND ISSUER.
The title of the class of equity securities to which this Amended
Statement relates is common stock, no par value (the "Common Stock"), issued by
Data Race, Inc., a Texas corporation (the "Corporation"). The principal offices
of the Corporation are located at 12400 Network Boulevard, San Antonio, Texas
78249.
2. IDENTIFY AND BACKGROUND.
This amended statement is filed by Liviakis Financial Communications,
Inc., a California corporation ("LFC"), John M. Liviakis ("JML"), Renee A.
Liviakis ("RAL") and Robert B. Prag ("RBP").
LFC's principal business is as a consultant in the areas of financial
and investor public relations and communications. LFC's principal business and
principal office address is 2420 "K" Street, Suite 220, Sacramento, California
95816.
LFC's President is JML, its Senior Vice President is RBP, and its
Treasurer, Chief Financial Officer and Secretary is RAL. JML, RBP and RAL are
the only executive officers of LFC. The activities associated with these
positions constitute the principal occupation and employment of JML, RBP and
RAL. JML, RBP and RAL are LFC's only directors, and JML and RAL are its sole
stockholders. JML, RBP and RAL are citizens of the United States, and their
business address is LFC's principal business address listed above.
During the last five years, none of LFC, JML, RBP and RAL has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), and during such period none of them has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction, the
result of which was to subject such person to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Amendment No. 3 to Schedule 13D is being filed to report (i)
2,135,364 shares of Common Stock held by LFC on February 24, 1999, (ii) 488,889
shares of Common Stock which under certain circumstances LFC would have the
right to acquire within sixty days of February 24, 1999 through the exercise of
stock purchase warrants, (iii) 61,400 shares of Common Stock held by JML on
February 24, 1999, and (iv) 468,825 shares of Common Stock held by RBP on
February 24, 1999
1,406,475 and 468,825 shares of Common Stock were issued to LFC and
RBP, respectively, by the Corporation pursuant to a Consulting Agreement dated
effective as of
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July 13, 1998 by and between the Corporation and LFC (the "Consulting
Agreement"). Under the Consulting Agreement, LFC undertakes to perform certain
investor communications, financial and investor public relations, and related
services for the Corporation through March 15, 1999. A copy of the Consulting
Agreement was filed with the original Schedule 13D as Exhibit "A". 200,000
shares of Common Stock were delivered by the Corporation to LFC on February 24,
1999 pursuant to an Amendment No. 1 to Consulting Agreement dated as of November
19, 1998 ("Amendment No. 1") but which was executed and delivered
contemporaneously with the delivery of the shares. Amendment No. 1 extends the
term of the Consulting Agreement through January 1, 2000. A copy of Amendment
No. 1 is filed with this Amended Schedule 13D as Exhibit "E" hereto.
From August 28, 1998 through September 1, 1998, LFC purchased 40,000
shares of Common Stock in the open market at an aggregate cost of $57,458. The
source of funds for those purchases was LFC's working capital. On August 28,
1998, JML purchased 61,400 shares of Common Stock in the open market at an
aggregate cost of $100,357. The source of funds for those purchases was JML's
personal funds.
On November 15, 1998, LFC entered into a Subscription Agreement (the
"Subscription Agreement") with the Corporation under which LFC agreed to
purchase a minimum of 488,889 units ("Units"), each consisting of one share of
Common Stock and a warrant (a "Unit Warrant") expiring two years after issuance
to purchase a share of Common Stock at an exercise price of $2.25 per share, at
a price of $2.25 per Unit. The exercisability of the Unit Warrants is
conditioned on the authorization of additional shares of Common Stock. LFC also
agreed in the Subscription Agreement to purchase up to 488,889 additional Units
in the event unrelated third parties failed to purchase such Units, but third
parties have purchased at least 444,444 additional Units. On or about November
18, 1998, LFC purchased 488,889 Units from the Corporation. A copy of the
Subscription Agreement is filed as Exhibit "D" to this Schedule 13D, as amended.
4. PURPOSE OF TRANSACTION.
An aggregate of 2,075,300 shares of Common Stock were issued to LFC and
RBP pursuant to the Consulting Agreement in consideration for consulting
services performed and to be performed by LFC for the Corporation. An aggregate
of 590,289 shares of Common Stock and 488,889 Unit Warrants were purchased by
LFC and JML for investment purposes.
LFC, JML and RBP have acquired and intend to hold the shares of Common
Stock so acquired for investment purposes. LFC, JML, RAL and RBP may acquire
additional shares of Common Stock and other securities issued by the Corporation
for investment purposes from time to time, although they do not have any present
plans to do so.
LFC, JML, RAL and RBP have no plans or proposals which relate to or
would result in: any extraordinary corporate transaction, such as a merger,
reorganization or liquidation
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involving the Corporation or any subsidiary of the Corporation; the sale or
transfer of a material amount of assets of the Corporation or any of its
subsidiaries; any change in the Corporation's present Board of Directors or
management; any material change in the present capitalization or dividend policy
of the Corporation; any material change in the Corporation's business or
corporate structure; any changes in the Corporation's charter, bylaws, or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Corporation by any person; a class of securities
of the Corporation being delisted from a national securities exchange or ceasing
to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; a class of equity securities of the
Corporation becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or any
similar action.
5. INTEREST IN SECURITIES OF THE ISSUER.
LFC has the sole power to direct the vote or disposition of the
2,135,364 shares of Common Stock owned by LFC and would expect to have the sole
power to direct the vote or disposition of any of the 488,889 shares of Common
Stock it might acquire through the exercise of the Unit Warrants. LFC would
exercise its power to direct the vote or disposition of such securities through
its officers and directors, JML, RBP and RAL.
JML has the sole power to direct the vote or disposition of the 61,400
shares of Common Stock owned by JML. RAL has a community property interest in
such shares.
RBP has the sole power to direct the vote or disposition of the 468,825
shares of Common Stock owned by RBP.
LFC disclaims any beneficial interest in any shares of Common Stock
owned by JML or RBP. RBP disclaims any beneficial interest in any shares of
Common Stock owned by LFC and JML, other than such beneficial interest in shares
owned by LFC as arises out of RBP's service as an officer and director of LFC.
JML and RAL disclaim any beneficial interest in any shares of Common Stock owned
by RBP.
The 2,135,364 shares of Common Stock that LFC owns, and as to which LFC
has the sole power to direct the vote or disposition, represent approximately
12.2% of that class of securities. The 488,889 shares of Common Stock that LFC
could acquire through the exercise of the Unit Warrants, and as to which LFC
would expect to have the sole power to direct the vote or disposition, represent
approximately 2.8% of that class of securities. The aggregate of 2,624,253
shares of Common Stock that LFC owns or has the right to acquire through
exercise of the Unit Warrants represents approximately 15.0% of that class of
securities. The 61,400 shares of Common Stock that JML owns, and as to which JML
has the sole power to direct the vote or disposition, represent approximately
0.4% of that class of securities. The 468,825 shares of Common Stock that RBP
owns, and as to which RBP has the sole power to direct the vote or disposition,
represent approximately 2.8% of that
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class of securities. The 2,685,653 shares of Common Stock that LFC and JML in
the aggregate own or have the right to acquire through exercise of Unit
Warrants, and as to which either LFC or JML has or would expect to have the sole
power to direct the vote or disposition, represent approximately 15.3% of that
class of securities. The 3,093,078 shares of Common Stock that LFC and RBP in
the aggregate own or have the right to acquire through exercise of Unit
Warrants, and as to which either LFC or RBP has or would expect to have the sole
power to direct the vote or disposition, represent approximately 17.6% of that
class of securities. The 3,154,478 shares of Common Stock that LFC, JML and RBP
in the aggregate own or have the right to acquire through exercise of Unit
Warrants, and as to which LFC, JML or RBP has or would expect to have the sole
power to direct the vote or disposition, represent approximately 18.0% of that
class of securities. In each case, the calculation of the percentage of the
class of Common Stock is based on 17,044,235 shares of Common Stock outstanding
on February 5, 1999, as reported by the Corporation in its Quarterly Report on
Form 10-Q for the quarter ended December 31, 1998.
During the past sixty days, LFC, JML, RAL and RBP have not engaged in
any transactions in Common Stock, other than LFC's receipt of 200,000 shares of
Common Stock pursuant to Amendment No. 1.
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Corporation entered into the Consulting Agreement and Amendment No.
1 with LFC in consideration for consulting services to be performed by LFC
pursuant to the Consulting Agreement, as amended, from July 13, 1998 through
January 1, 2000. In the Consulting Agreement and Amendment No. 1, the
Corporation grants to LFC and RBP certain rights to have shares of Common Stock
registered under the Securities Act of 1933, as amended. In the Consulting
Agreement, as amended by Amendment No. 1, LFC agrees not to sell or transfer
during the term of the Consulting Agreement, as amended, any shares of Common
Stock that it received pursuant to the Consulting Agreement and Amendment No. 1,
and RBP agrees not to sell or transfer during the term of the Consulting
Agreement, as amended, any shares of Common Stock that he received pursuant to
the Consulting Agreement while he remains an officer or director of LFC The
Subscription Agreement also grants LFC certain rights to have shares of Common
Stock registered under the Securities Act of 1933, as amended. In the
Subscription Agreement, LFC agrees to enter into an agreement under which it
will be prohibited from selling prior to January 1, 2000 any shares of Common
Stock acquired pursuant to the Consulting Agreement, the Subscription Agreement
or the Unit Warrants.
Except for the Consulting Agreement, Amendment No. 1 and Subscription
Agreement, there are no contracts, arrangements, understandings or relationships
between the persons named in Item 2 above and any person with respect to any
securities of the Corporation.
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7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Consulting Agreement, dated effective July 13, 1998, by and
between the Corporation and LFC.
Exhibit B - Agreement of LFC and RBP pursuant to Rule 13d-1(f).
Exhibit C - Agreement among LFC, JML, RAL and RBP pursuant to Rule
13d-1(f).
Exhibit D - Subscription Agreement between LFC and the Corporation
executed November 15, 1998.
Exhibit E - Amendment No. 1 to Consulting Agreement, dated as of
November 19, 1998, by and between the Corporation and LFC.
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.
Dated: March 4, 1999 LIVIAKIS FINANCIAL COMMUNICATIONS, INC.
By /S/JOHN M. LIVIAKIS
-----------------------------------
John M. Liviakis, President
/S/JOHN M. LIVIAKIS
-------------------------------------
John M. Liviakis
/S/RENEE A. LIVIAKIS
-------------------------------------
Renee A. Liviakis
/S/ROBERT B. PRAG
-------------------------------------
Robert B. Prag
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EXHIBIT E
AMENDMENT NO. 1 TO CONSULTING AGREEMENT
This Amendment No. 1 (this "Amendment") is entered into as of November
19, 1998, between DATA RACE, Inc., a Texas corporation (the "Company"); and
Liviakis Financial Communications, Inc., a California corporation
("Consultant").
RECITALS
WHEREAS, the Company and Consultant are parties to that certain
Consulting Agreement dated July 13, 1998 (the "Agreement"); and
WHEREAS, the Company and Consultant desire to extend the term and
modify certain provisions of the Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Amendment
agree as follows:
AGREEMENT
1. Unless the context requires otherwise, capitalized terms used, but not
defined herein, shall have the applicable meanings given to them in the
Agreement.
2. The parties agree to amend the term of the Agreement, extending he
expiration date of the Agreement to January 1, 2000 from March 15,
1999. As amended, Section 1 of the Agreement will read as follows:
"1. TERM OF CONSULTANCY. Company hereby agrees to retain the Consultant
to act in a consulting capacity to the Company, and the Consultant
hereby agrees to provide services to the Company commencing immediately
and ending on January 1, 2000. The Agreement may be terminated by the
Company with a written notice of such desire to terminate the
Agreement."
3. The Company agrees to issue and deliver to Consultant 200,000 shares
(the "Extension Bonus") of the Company's common stock ("Common Stock"),
provided that such issuance is contingent upon an increase in number of
the Company's authorized shares of Common Stock at the special meeting
of the Company's shareholders scheduled to be held on or about January
15, 1999.
4. The parties agree that, except as provided herein, the shares issued as
the Extension Bonus are treated as shares issued as part of the
"Commencement Bonus" for purposes of the Agreement. Without limiting
the foregoing (i) the Company acknowledges that the Bonus Shares are a
nonrefundable, non-apportionable, and non-ratable retainer and that
such shares are not a prepayment for future services and (ii) the
Consultant
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reaffirms the representations, warranties and covenants contained in
Section 4.2 and 4.3 of the Agreement.
5. Company agrees that the shares issued as Additional Bonus will carry
piggy-back registration rights whereby such shares will be included in
the next resale registration statement filed under the Securities Act
of 1933, as amended (the "Securities Act") after the issuance of the
shares.
6. Notwithstanding Section 5 above, the Company agrees to file a resale
registration statement covering the shares issued as Additional Bonus
under the Securities Act no later than October 31, 1999.
7. Consultant agrees that it shall not sell or transfer any of the shares
issued as the Commencement Bonus (including the Extension Bonus) during
the term of the Agreement, as extended. Robert B. Prag ("Prag") also
agrees that he will not sell or transfer any of the shares issued to
him as a Commencement Bonus during the term of the Agreement, as
extended, as long as he is an officer and/or director of the
Consultant. Notwithstanding the preceding sentence, Prag may sell or
transfer, subject to compliance with applicable securities laws, any of
the shares issued to him as a Commencement Bonus beginning on, but not
prior to, March 16, 1999, provided that he is no longer an officer or
director of the Consultant at the time of such transfer or sale.
8. The Agreement, as modified by this Amendment, sets forth the entire
understanding between the parties hereto concerning the subject matter
contained herein and, except as specifically modified herein, all other
provisions of the Agreement are hereby ratified and affirmed.
Provisions of the Agreement may be amended or waived only by written
instrument executed by the party against whom enforcement is sought.
The parties agree to execute such additional documents and take such
additional actions as may be reasonably necessary to give effect to the
purposes and the intent of the Agreement, as modified by this
Amendment.
9. This Amendment may be executed in one or more counterparts, any of
which shall be deemed to be an original, all of which taken together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, each party has duly executed this Amendment as of
the date first written above.
COMPANY CONSULTANT
DATA RACE, INC. LIVIAKIS FINANCIAL COMMUNICATIONS,
INC.
By:/s/GREGORY T. SKALLA By:/s/JOHN M. LIVIAKIS
-------------------------------------- -------------------------------
Gregory T. Skalla, Sr. Vice President- John M. Liviakis
Finance and Chief Financial Officer President
12
