As filed with the Securities and Exchange Commission on April 30, 1999
Registration No.
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
________
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
DIALOGIC CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 22-2476114
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1515 U.S. Route Ten
Parsippany, New Jersey 07054
(973) 993-3000
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
---------------
THEODORE M. WEITZ
Vice President, General Counsel and Secretary
1515 U.S. Route Ten
Parsippany, New Jersey 07054
(973) 993-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
Copy to:
Peter H. Ehrenberg, Esq.
Lowenstein Sandler PC
65 Livingston Avenue
Roseland, New Jersey 07068
---------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
<PAGE>
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
<S> <C> <C> <C> <C>
Proposed
Proposed maximum
Title of each class maximum aggregate Amount of
of securities to be Amount to be offering price offering registration
registered registered per unit (1) price (1) fee
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Common Stock,
no par value 720,550 Shares $27.875 $20,085,332 $5,584
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</TABLE>
(1) Pursuant to Rule 457(c), the proposed maximum offering price per unit is
estimated solely for the purpose of calculating the registration fee and is
based on the average of the high and low sale prices of the Common Stock on
the NASDAQ National Market System on April 27, 1999.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
DIALOGIC CORPORATION
------------
720,550 Shares
Common Stock
On March 1, 1999, Microsoft Corporation, a Washington corporation
("Microsoft" or the "Selling Shareholder"), acquired from Dialogic Corporation a
total of 860,681 shares of Dialogic Common Stock and a warrant entitling
Microsoft to purchase up to an additional 279,869 shares of Dialogic Common
Stock. This prospectus refers to the offer and sale by the Selling Shareholder
of a total of 720,550 of these shares, including all of the shares which may be
purchased upon exercise of the warrant. The term "Selling Shareholder" refers to
Microsoft and certain other persons referred to under "Plan of Distribution."
Dialogic's Common Stock is listed on the Nasdaq National Market System
under the symbol "DLGC". On , 1999, the closing sales price of the
Common Stock on the Nasdaq National Market System was $ .
The Selling Shareholder will sell its shares of Common Stock at prevailing
market prices. Dialogic will not receive any of the proceeds from the sale of
the shares of Common Stock by the Selling Shareholder.
Dialogic's principal executive offices are located at 1515 U.S. Route Ten,
Parsippany, New Jersey 07054, and its telephone number is (973) 993-3000.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is , 1999.
<PAGE>
ADDITIONAL INFORMATION
We file annual, quarterly, and current reports, proxy statements, and other
documents with the SEC. You may read and copy any document we file at the SEC's
Public Reference Room at Judiciary Plaza Building, 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549. You should call 1-800-SEC-0330 for more
information on the public reference room. The SEC maintains an Internet site at
http://www.sec.gov where certain reports, proxy and information statements, and
other information regarding issuers (including Dialogic Corporation) may be
found. You can also obtain copies of some of our periodic reports and proxy
statements from our Internet site at http://www.dialogic.com.
This Prospectus is part of a registration statement that we filed with the
SEC. The registration statement contains more information than this Prospectus
regarding Dialogic and our Common Stock, including certain exhibits. You can get
a copy of the registration statement from the SEC at the address listed above or
from its Internet site.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate" into this Prospectus information we file
with it in other documents. This means that we can disclose important
information to you by referring to other documents that contain that
information. The information incorporated by reference is considered to be part
of this Prospectus, and information we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
the documents listed below, except to the extent information in those documents
is different from the information contained in this Prospectus, and all future
documents filed with the SEC under Sections 13(a), 13(c) or 15(d) of the
Securities Exchange Act of 1934 until we terminate the offering of these shares:
(a) Annual Report on Form 10-K for the fiscal year ended December 31, 1998;
(b) Current Report on Form 8-K filed on March 22, 1999;
(c) Current Report on Form 8-K filed on April 20, 1999; and
(d) The description of Dialogic's Common Stock set forth in the
Registration Statement on Form 8-A filed by us with the SEC on April 7, 1994
pursuant to Section 12 of the Securities Exchange Act, and any amendment or
report filed for the purpose of updating any such description.
We will provide without charge to each person, including any beneficial
owner of Common Stock, to whom this Prospectus is delivered, upon written or
oral request of such person, a copy of any and all of the documents that have
been incorporated by reference in this Prospectus (not including exhibits to
<PAGE>
such documents unless such exhibits are specifically incorporated by reference
therein). Requests should be directed to Dialogic Corporation, 1515 U.S. Route
Ten, Parsippany, New Jersey 07054, Attention: Theodore M. Weitz, Secretary;
telephone number (973) 993-3000.
You should rely only on the information contained in or incorporated by
reference in this document. We have not authorized anyone to provide you with
information that is different. The Common Stock is not being offered in any
state where the offer is not permitted. You should not assume that the
information in this Prospectus is accurate as of any date other than the date on
the front of this Prospectus.
THE COMPANY
Dialogic Corporation, formed in 1983, is the global leader in open computer
telephony and provides the critical building blocks and technical services that
enable partners to develop solutions for the converging voice and data networks.
Dialogic products are used in voice, fax, data call center management and
Internet Protocol telephony applications in both customer premise equipment and
public network environments.
SELLING SHAREHOLDER
On March 1, 1999, Dialogic entered into a Common Stock and Warrant Purchase
Agreement (the "Purchase Agreement") with Microsoft, pursuant to which Microsoft
purchased (a) 860,681 shares of Common Stock and (b) a warrant entitling
Microsoft to purchase 279,869 shares of Common Stock at a price of $35.19 per
share, for an aggregate purchase price of $24,228,170.15. The warrant has a term
of four years and is exercisable at a price of $35.19 per share. Both the issued
shares and the shares resulting from the exercise of the warrant are subject to
a lockup period beginning on March 2, 1999. During the first year of the lockup
period, Microsoft may sell none of the shares, and may only sell 50% of the
shares in the second year of the lockup period. Thereafter, all shares may be
freely sold. On March 2, 1999, Dialogic issued the shares and warrant to
Microsoft.
PLAN OF DISTRIBUTION
We are registering the shares of Common Stock covered by this Prospectus
for the Selling Shareholder. As used in this Prospectus, "Selling Shareholder"
includes the pledgees, donees, transferees or others who may later hold
Microsoft's interests in accordance with the terms of the Purchase Agreement. We
will pay the costs and fees of registering the shares of Common Stock covered by
this Prospectus, but the Selling Shareholder will pay any brokerage commissions,
discounts or other expenses relating to the sale of such shares.
The Selling Shareholder may sell the shares of Common Stock in the
over-the-counter market or otherwise, at market prices prevailing at the time of
sale, at prices related to the prevailing market prices, or at negotiated
prices. In addition, the Selling Shareholder may sell some or all of its shares
of Common Stock covered by this Prospectus through:
o a block trade in which a broker-dealer may resell a portion of the
block, as principal, in order to facilitate the transaction;
o purchases by a broker-dealer, as principal, and resale by the
broker-dealer for its account; or o ordinary brokerage transactions
and transactions in which a broker solicits purchasers.
When selling the shares of Common Stock, the Selling Shareholder may
enter into hedging transactions so long as such transactions do not violate the
terms of the Purchase Agreement. For example, the Selling Shareholder may:
o enter into transactions involving short sales of the common shares by
broker-dealers; o sell shares of Common Stock short themselves and
redeliver such shares to close out their short positions;
o enter into option or other types of transactions that require the
Selling Shareholder to deliver shares of Common Stock to a
broker-dealer, who will then resell or transfer the common shares
under this prospectus; or
o loan or pledge the common shares to a broker-dealer, who may sell the
loaned shares or, in the event of default, sell the pledged shares.
The Selling Shareholder may negotiate and pay broker-dealers
commissions, discounts or concessions for their services, provided that no such
commissions, discounts or concessions are paid by Dialogic. Broker-dealers
engaged by the Selling Shareholder may allow other broker-dealers to participate
in resales. However, the Selling Shareholder and any broker-dealers involved in
the sale or resale of the common shares may qualify as "underwriters" within the
meaning of Section 2(a)(11) of the Securities Act of 1933 (the "1933 Act"). In
addition, the broker-dealers' commissions, discounts or concessions may qualify
as underwriters' compensation under the 1933 Act. If the Selling Shareholder
qualifies as an "underwriter," the Selling Shareholder will be subject to the
prospectus delivery requirements of Section 5(b)(2) of the 1933 Act.
In addition to selling their shares of Common Stock under this
Prospectus, the Selling Shareholder may, so long as such actions are in
accordance with the terms of the Purchase Agreement:
o agree to indemnify any broker-dealer or agent against certain
liabilities related to the selling of the shares of Common Stock,
including liabilities arising under the 1933 Act;
o transfer shares of Common Stock in other ways not involving market
makers or established trading markets, including directly by gift,
distribution, or other transfer; or
o sell shares of Common Stock under Rule 144 of the 1933 Act rather than
under this Prospectus, if the transaction meets the requirements of
Rule 144.
<PAGE>
USE OF PROCEEDS
Dialogic will not receive any proceeds from the sale of Common Stock by the
Selling Shareholder.
FORWARD LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 (the "Act") provides a
"safe harbor" for "forward-looking statements" (as defined in the Act). This
Prospectus may include or incorporate by reference forward-looking statements
which reflect Dialogic's current view (as of the date such forward-looking
statement is made) with respect to future events, prospects, projections or
financial performance. These forward-looking statements are subject to certain
uncertainties and other factors that could cause actual results to differ
materially from those made, implied or projected in such statements. These
uncertainties and other factors are set forth in Dialogic's Annual Report on
Form 10-K for the year ended December 31, 1998 and are incorporated by reference
herein. The words "believe," "expect," "anticipate," "project," and similar
expressions identify "forward-looking statements," which speak only as of the
date the statement was made. Dialogic undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
EXPERTS
The consolidated financial statements and the related financial statement
schedule incorporated in this Prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 1998, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports, which
are incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission
registration fee....................................... $5,584
Legal fees and expenses.................................... 2,000
Accounting fees and expenses............................... 4,000
Miscellaneous expenses..................................... 2,000
Total..................................................$13,584
======
No portion of the foregoing expenses will be borne by the Selling
Shareholder.
All expenses other than the Securities and Exchange Commission registration
fee are estimated.
Item 15. Indemnification of Directors and Officers
Under the Company's Restated Certificate of Incorporation, every person who
is or was a director, officer or corporate agent of Dialogic is entitled to
receive indemnification from Dialogic to the fullest extent permitted by law.
Under New Jersey law, directors and officers may be indemnified in certain
situations, subject to Dialogic's having taken certain actions and the directors
and officers having met certain specified standards of conduct. Dialogic
currently maintains a directors' and officers' insurance policy which provides
liability coverage with respect to its directors and officers.
In addition, Dialogic's Restated Certificate of Incorporation eliminates
the personal liability of directors and officers to Dialogic and its
shareholders for the breach of any duty owed to Dialogic or its shareholders
except to the extent that an exemption from personal liability is not permitted
under the New Jersey Business Corporation Act. Each director and officer has a
fiduciary duty to manage the affairs of Dialogic with the same degree of care as
would be applied by an "ordinarily prudent person under similar circumstances".
The provisions of Dialogic's Restated Certificate of Incorporation which
eliminate the personal liability of directors and officers do not, in any way,
eliminate or limit the liability of a director or officer for breaching his duty
of loyalty (i.e., the duty to refrain from fraud, self-dealing and transactions
involving improper conflicts of interest) to Dialogic or its shareowners,
failing to act in good faith, knowingly violating a law or obtaining an improper
personal benefit and do not have any effect on the availability of equitable
remedies.
See also the undertakings set forth in response to item 17 herein.
<PAGE>
Item 16. Exhibits
3.1 Restated Certificate of Incorporation of Dialogic Corporation
is incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (file no. 33-59598).
3.2 By-laws of Dialogic Corporation, as amended, are incorporated
by reference to Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (file no. 33-59598).
5.1 Opinion of Lowenstein Sandler PC.
10.1 Common Stock and Warrant Purchase Agreement, dated as of March
1, 1999, by and between Microsoft Corporation and the Company
is incorporated by reference to Exhibit 10.13 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1998.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Lowenstein Sandler PC is included in Exhibit 5.1.
24.1 Power of Attorney.
<PAGE>
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
A. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Act"), unless the foregoing
information is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") that are
incorporated by reference in this Registration Statement; and
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement, unless the foregoing information is
contained in periodic reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in the
Registration Statement.
B. That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof;
C. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
D. That for purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this Registration Statement shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
E. That insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 15 above, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
<PAGE>
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Parsippany, State of New Jersey, on the 29th day of
April, 1999.
DIALOGIC CORPORATION
By:/s/ Thomas G. Amato
Thomas G. Amato, Vice President,
Chief Financial Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
/s/ Howard G. Bubb* President, Chief Executive April 29, 1999
- --------------------
Howard G. Bubb Officer and Director
/s/ Nicholas Zwick* Chairman of the Board April 29, 1999
- ---------------------------------- and Director
Nicholas Zwick
/s/ Kenneth J. Burkhardt, Jr.* Director April 29, 1999
- ------------------------------
Kenneth J. Burkhardt, Jr.
/s/ Thomas G. Amato* Vice President, Chief April 29, 1999
- ------------------------------ Financial Officer and
Thomas G. Amato Treasurer
/s/ Jean M. Beadle* Chief Accounting April 29, 1999
- ---------------------------------- Officer and Controller
Jean M. Beadle
/s/ Masao Konomi* Director April 29, 1999
- -------------------------------
Masao Konomi
/s/ John N. Lemasters* Director April 29, 1999
- ------------------------------
John N. Lemasters
<PAGE>
/s/ Francis G. Rodgers* Director April 29, 1999
- ------------------------------
Francis G. Rodgers
/s/ James J. Shinn* Director April 29, 1999
- ------------------------------
James J.Shinn
By: /s/ Theodore M. Weitz
--------------------------
Theodore M. Weitz
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
3.1 Restated Certificate of Incorporation of Dialogic Corporation is
incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (file no. 33-59598).
3.2 By-laws of Dialogic Corporation, as amended, are incorporated by
reference to Exhibit 3.2 to the Company's Registration Statement on
Form S-1 (file no. 33-59598).
5.1 Opinion of Lowenstein Sandler PC.
10.1 Common Stock and Warrant Purchase Agreement, dated as of March 1,
1999, by and between Microsoft Corporation and the Company is
incorporated by reference to Exhibit 10.13 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1998.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Lowenstein Sandler PC is included in Exhibit 5.1.
24.1 Power of Attorney.
EXHIBIT 5.1
Dialogic Corporation April 29, 1999
1515 U.S. Route 10
Parsippany, New Jersey 07054
Re: Registration Statement on Form S-3
Gentlemen:
You have requested our opinion, as your securities counsel, in
connection with the registration with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, of 720,550 shares of Common Stock,
no par value (the "Common Stock"), of Dialogic Corporation (the "Company") to be
offered from time to time by Microsoft Corporation. Of such shares, 440,681
shares have been issued to Microsoft Corporation (the "Issued Shares") and
279,869 shares (the "Warrant Shares") are issuable to Microsoft upon exercise of
warrants that have been sold to Microsoft Corporation (the "Warrants"). The
Common Stock is to be offered pursuant to a registration statement on Form S-3
(the "Registration Statement").
We have examined and relied upon originals or copies, authenticated or
certified to our satisfaction, of a Common Stock and Warrant Purchase Agreement,
dated March 1, 1999, between the Company and Microsoft Corporation, the Warrant
and all such corporate records of the Company, communications or certifications
of public officials, certificates of officers, directors and representatives of
the Company, and such other documents as we have deemed relevant and necessary
as the basis of the opinions expressed herein. In making such examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents tendered to us as originals, and the conformity to original documents
of all documents submitted to us as certified or photocopied copies.
Based upon the foregoing and relying upon statements of fact contained
in the documents which we have examined, we are of the opinion that (i) the
Issued Shares have been legally issued by the Company and are fully paid and
non-assessable and (ii) the Warrant Shares, when issued by the Company pursuant
to the terms of the Warrant, will be legally issued by the Company, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and any amendment thereto and to all references to this
firm contained in the Registration Statement.
Very truly yours,
LOWENSTEIN SANDLER PC
By: /s/ Peter H. Ehrenberg
_______________________
Peter H. Ehrenberg
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Dialogic Corporation on Form S-3 of our reports dated January 27, 1999
(except for Note 10, as to which the date is March 2, 1999) and March 2, 1999,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Dialogic Corporation for the year ended December 31, 1998 and to the reference
to us under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
April 29, 1999
EXHIBIT 24.1
POWER OF ATTORNEY
WHEREAS, the undersigned officers and directors of Dialogic
Corporation desire to authorize Howard G. Bubb, Thomas G. Amato and Theodore M.
Weitz to act as their attorneys-in-fact and agents, for the purpose of executing
and filing a Registration Statement on Form S-3, including all amendments
thereto,
NOW, THEREFORE,
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Howard G. Bubb, Thomas G. Amato and
Theodore M. Weitz, and each of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, to sign the Dialogic
Corporation Registration Statement on Form S-3 to register 720,550 shares of
Dialogic Corporation's Common Stock with the Securities and Exchange Commission,
including any and all amendments and supplements thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this power of
attorney in the following capacities on this 14th day of April, 1999.
SIGNATURE TITLE
/s/ Howard G. Bubb President, Chief Executive Officer
__________________ and Director
Howard G. Bubb
/s/ Kenneth J. Burkhardt, Jr. Director
___________________________
Kenneth J. Burkhardt, Jr.
/s/ Masao Konomi Director
___________________________
Masao Konomi
/s/ John N. Lemasters Director
___________________________
John N. Lemasters
/s/ Francis G. Rodgers Director
___________________________
Francis G. Rodgers
/s/ James J. Shinn Director
___________________________
James J. Shinn
/s/ Nicholas Zwick Director
___________________________
Nicholas Zwick
/s/ Jean Beadle Controller and Chief Accounting
___________________________ Officer (Chief Accounting Officer)
Jean Beadle
/s/ Thomas G. Amato Treasurer, Vice President and
__________________________ Chief Financial Officer
Thomas G. Amato (Chief Financial Officer)
