<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 16, 2000 (JUNE 9, 2000)
ZYDECO ENERGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-22076 76-0404904
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
635 WEST CAMPBELL ROAD, SUITE 130
RICHARDSON, TEXAS 75080
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE: (972)783-0284
<PAGE>
This Form 8-K/A-1 amends Item 7 of the Form 8-K of Zydeco Energy, Inc.
("Zydeco") filed on June 19, 2000 by supplying certain financial information
regarding the acquisition of DataVoN Inc. ("DataVoN") by Zydeco on June 9, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
The required financial statements of DataVoN (except for the
financial statements of DataVoN for the three months ended March 31, 2000 and
1999, which are attached hereto as Annex A, and incorporated herein by
reference) were previously filed.
(b) Pro Forma Financial Information
The pro forma financial information of Zydeco, attached hereto as
Annex B, give effect to the acquisition by Zydeco of DataVoN, and are
incorporated herein by reference.
(c) Exhibits
3.1 Certificate of Designations of Series A Convertible Preferred Stock
of Zydeco (incorporated by reference to Form 8-K (File No. 0-22076)
filed with the SEC on June 19, 2000).
10.1 Agreement and Plan of Merger among Zydeco Energy, Inc., DVN
Acquisition Corporation and DataVoN Inc. dated as of May 23, 2000
(incorporated by reference to Form 8-K (File No. 0-22076) filed
with the SEC on May 24, 2000).
99.1 Press Release of Zydeco Energy, Inc. dated May 23, 2000
(incorporated by reference to Form 8-K (File No. 0-22076) filed
with the SEC on May 24, 2000).
99.2 Press Release of Zydeco Energy, Inc. dated June 9, 2000
(incorporated by reference to Form 8-K (File No. 0-22076) filed
with the SEC on June 19, 2000).
2
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Zydeco Energy, Inc.
By: /s/ Hugh D. Simpson
-------------------------------------
Hugh D. Simpson
President and Chief Executive Officer
Date: August 16, 2000
3
<PAGE>
ANNEX A
4
<PAGE>
DATAVON INC.
(Formerly HR Partners, Inc.)
Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
ASSETS 2000 1999
---------------- ----------------
<S> <C>
Current assets:
Cash and cash equivalents $ 1,234,549 394,740
Certificates of deposit 96,290 --
Accounts receivable 12,000 621,535
Vendor deposit 212,009 360,000
Deferred tax asset 67,390 16,947
Prepaid expenses 143,090 --
Other 15,234 29,889
---------------- ----------------
Total current assets 1,780,562 1,423,111
Certificates of deposit -- 96,290
Property and equipment, net 653,061 147,845
---------------- ----------------
$ 2,433,623 1,667,246
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of note payable for equipment 474,908 --
Accounts payable 518,358 305,375
Unearned revenue 495,503 493,882
Accrued liabilities and other 262,020 326,108
Customer deposit 38,800 360,000
Current installments of obligations under capital
leases 21,086 22,432
---------------- ----------------
Total current liabilities 1,810,675 1,507,797
Note payable for equipment, excluding current portion $ 44,010 --
Obligations under capital leases, excluding current
installments 58,824 61,049
---------------- ----------------
Total liabilities 1,913,509 1,568,846
Stockholders' equity:
Common stock, no par value; 1,000,000 shares authorized,
issued and outstanding in 2000 and 1999 1,000 1,000
Additional paid in capital 366,867 --
Retained earnings 152,247 97,400
---------------- ----------------
Total stockholders' equity 520,114 98,400
Contingency (note 5)
---------------- ----------------
$ 2,433,623 1,667,246
================ ================
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
DATAVON INC.
(Formerly HR Partners, Inc.)
Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
2000 1999
----------------- ------------------
<S> <C> <C>
Net service revenue 2,503,202 1,656,091
Operating expenses:
Cost of services 1,244,690 1,136,153
Selling and marketing 7,631 266,459
General and administrative 344,685 93,991
Amortization of unearned stock compensation 366,867 --
Depreciation and amortization 14,360 4,018
----------------- ------------------
Total operating expenses 1,978,233 1,500,621
----------------- ------------------
Operating income 524,969 155,470
Interest income 8,872 --
Interest expense 7,802 101
----------------- ------------------
Income before state income tax 526,039 155,369
State income tax 23,745 6,990
----------------- ------------------
Net income $ 502,294 148,379
================= ==================
Net income per common share:
Basic and diluted $ 0.50 0.15
================= ==================
Weighted average common shares outstanding:
Basic 1,000,000 1,000,000
================= ==================
Diluted 1,006,245 1,000,000
================= ==================
Pro forma data (note 3):
Income taxes $ 194,525 57,440
----------------- ------------------
Net income $ 331,514 97,929
================= ==================
Net income per common share:
Basic and diluted $ 0.01 --
================= ==================
Weighted average common shares outstanding:
Basic 39,813,855 39,813,855
================= ==================
Diluted 40,062,493 39,813,855
================= ==================
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
DATAVON INC.
(Formerly HR Partners, Inc.)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
2000 1999
-------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 502,294 148,379
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 14,360 4,018
Amortization of unearned stock compensation 366,867 --
Deferred tax benefit (50,443) --
Changes in operating assets and liabilities:
Accounts receivable 609,535 (28,272)
Customer deposit (321,200) --
Accounts payable and accrued liabilities 166,104 165,811
Unearned revenue 1,621 (65,526)
Vendor deposit 147,991 --
Prepaid expenses (143,090) --
Other current assets 14,655 (16,399)
-------------- ---------------
Net cash provided by operating activities 1,308,694 208,011
-------------- ---------------
Cash flows from investing activities:
Capital expenditures (17,867) (1,861)
-------------- ---------------
Net cash used in investing activities (17,867) (1,861)
-------------- ---------------
Cash flows from financing activities:
Proceeds from notes payable to related parties -- 9,997
Principal payments on obligations under capital leases (3,571) --
Payments of dividends (447,447) (178,669)
-------------- ---------------
Net cash used in financing activities (451,018) (168,672)
-------------- ---------------
Net increase in cash and cash equivalents 839,809 37,478
Cash and cash equivalents at beginning of period 394,740 159,996
-------------- ---------------
Cash and cash equivalents at end of period 1,234,549 197,474
============== ===============
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 1,205 --
============== ===============
Supplemental disclosure of noncash investing and financing activities:
Purchase of equipment in exchange for note payable $ 518,918 --
============== ===============
</TABLE>
See accompanying notes to financial statements.
7
<PAGE>
DataVoN Inc.
(Formerly HR Partners, Inc.)
Notes to Financial Statements
March 31, 2000 and 1999
(Unaudited)
(1) Description of Business and Basis of Financial Reporting
DataVoN Inc. (DataVoN) was formed in November 1997 for the purpose of
becoming a provider of high-quality Internet Protocol (IP) bandwidth
capacity to a number of major domestic and international carriers and IP
providers desiring to employ the benefits of Voice over Internet Protocol
(VoIP) technology as well as other enhanced IP services. DataVoN began
operations in January 1998. DataVoN changed its name from HR Partners, Inc.
to DataVoN Inc. in January 2000.
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the rules and regulations of the Securities
and Exchange Commission. Accordingly, they do not include all of the
information and disclosures required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
the accompanying unaudited financial statements contain all adjustments
(consisting solely of normal recurring adjustments) considered necessary to
present fairly the financial position, results of operations and cash flows
of DataVoN. Interim period results are not necessarily indicative of the
results to be achieved for an entire year. These interim unaudited financial
statements should be read in conjunction with the audited financial
statements of DataVoN for the year ended December 31, 1999 included in the
Form 8-K filed by Zydeco Energy, Inc. with the Securities and Exchange
Commission on June 19, 2000.
(2) Stock Compensation
In March 2000, DataVoN adopted a stock option plan. Under the plan, DataVoN
may grant to officers, directors, consultants and employees options to
purchase shares of DataVoN's common stock. In March 2000, DataVoN increased
its authorized common stock to 1,100,000 shares, and granted options to
purchase 63,356 shares of its common stock with an exercise price of $19.50
per share. These options have a 10 year life and vest over a three year
period, subject to certain exceptions. Stock compensation totaling
approximately $5.2 million is being recognized over the vesting period.
8
<PAGE>
DataVoN Inc.
(Formerly HR Partners, Inc.)
Notes to Financial Statements
March 31, 2000 and 1999
(Unaudited)
(3) Subsequent Event
On June 9, 2000, DataVoN merged (the Merger) with Zydeco Energy, Inc.
(Zydeco), a public company. Shareholders of DataVoN received shares of
Zydeco equal to a majority of the shares of Zydeco outstanding after the
transaction. Accordingly, the business combination will be accounted for as
a reverse acquisition of Zydeco by DataVoN using the purchase method.
Accordingly, the historical financial statements of DataVoN prior to the
Merger will become the financial statements of the registrant, and the
results of operations of Zydeco will be combined with DataVoN concurrent
with the Merger. The purchase price is approximately $28 million, a
substantial portion of which is goodwill that will be amortized to expense
over a five year period.
In connection with the Merger, DataVoN merged into a C corporation. The
unaudited pro forma income statement data for the three months ended March
31, 2000 and 1999 are based upon the historical income statements and give
effect to pro forma income taxes as if DataVoN was a C corporation for the
entire duration of both periods. In connection with the Merger, DataVoN's
shareholders received 32,623,855 shares of common stock and 7,190 shares of
preferred stock of Zydeco. The preferred shares will automatically convert
into 7,190,000 common shares when sufficient additional common shares of
Zydeco are authorized by its stockholders, and vote with the Zydeco common
shares on an as if converted basis on all matters, except as required by
law. Pro forma weighted average common shares outstanding during the periods
presented have been adjusted based on the share conversion ratio used in the
Merger. The preferred shares are included in pro forma weighted average
common shares outstanding during the periods presented for both basic and
diluted net income per share on an as if converted basis since DataVoN's
shareholders currently have the ability to authorize sufficient additional
common shares of Zydeco and the shareholder authorization is essentially a
formality.
(4) Note payable
In March 2000, the Company entered into a note payable arrangement with a
vendor for the purchase of equipment. The note bears interest at 9% and
requires monthly payments of $44,010 through April 1, 2001.
(5) Contingency
DataVoN is currently involved in litigation with a former sales agent in
regards to commissions allegedly owed to the former commissioned agent by
DataVoN. DataVoN has countersued the former agent for $230,000 owed by the
former agent to DataVoN. The litigation is in its early stages and no
determination of the
9
<PAGE>
DataVoN Inc.
(Formerly HR Partners, Inc.)
Notes to Financial Statements
March 31, 2000 and 1999
(Unaudited)
outcome is possible at this time. The former agent alleges maximum economic
damages of approximately $4 million. Management of DataVoN is vigorously
defending against this claim. No reserve for the claim, or receivable for
the counterclaim, has been established for this litigation as of March 31,
2000.
10
<PAGE>
ANNEX B
11
<PAGE>
ZYDECO ENERGY, INC. AND SUBSIDIARIES
Introduction to Unaudited Pro Forma Combined Financial Information
On June 9, 2000, DataVoN merged with Zydeco. Under the terms of the merger,
each outstanding share of DataVoN common stock was converted into 39.81385
shares of Zydeco common stock. A portion of DataVoN common stock has initially
been converted into shares of Zydeco convertible preferred stock. This
preferred stock has voting rights equivalent to the number of common shares into
which it is convertible and will automatically convert into common shares upon
shareholder approval to increase the number of authorized Zydeco common shares.
Zydeco intends to issue a proxy statement in the near term to obtain shareholder
approval to increase its authorized common shares.
Zydeco will be the surviving legal entity in the merger. However, for
accounting purposes, DataVoN is deemed to be the acquiror and, accordingly, the
merger will be accounted for as a "reverse acquisition" of Zydeco under the
purchase method of accounting. Under this method of accounting, the combined
company's historical results of operation for periods prior to the merger will
be DataVoN's historical results. On the date of the merger, the assets and
liabilities of Zydeco are recorded at their estimated fair values, with the
preponderance of the purchase price allocated to goodwill.
The pro forma adjustments are based on preliminary estimates. The actual
allocation of the purchase price may differ from that reflected in the unaudited
pro forma combined financial information upon completion of the analysis of the
fair values of the assets acquired and liabilities assumed.
The following unaudited pro forma combined financial information gives effect to
the merger of Zydeco and DataVoN as if the transaction had occurred on March 31,
2000, for purposes of the unaudited pro forma combined balance sheet, and on
January 1, 1999 for purposes of the unaudited pro forma combined statements of
operations. Such information is derived from and should be read in conjunction
with, the separate historical financial statements of Zydeco and DataVoN as
filed with the Securities and Exchange Commission. The unaudited pro forma
combined financial information does not purport to be indicative of the results
of operations or financial position which actually would have occurred if the
merger had been consummated at January 1, 1999 or as of March 31, 2000, or of
the results of operations or financial position which may be obtained in the
future. The combined company has a significant amount of goodwill that will be
subject to an impairment test. As a result, an impairment of goodwill may be
required in the near term, and if so required, could be material to results of
operations and financial condition.
12
<PAGE>
ZYDECO ENERGY, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED
BALANCE SHEET
MARCH 31, 2000
<TABLE>
<CAPTION>
Pro Forma Pro Forma
DataVoN Zydeco Adjustments Combined
---------------------------------------------------------------------
[Note 1]
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 1,234,549 684,613 - 1,919,162
Certificates of deposit 96,290 - - 96,290
Accounts receivable 12,000 8,935 - 20,935
Vendor deposit 212,009 - - 212,009
Deferred tax asset 67,390 - 491,876 (d) 559,266
Prepaid expenses 143,090 - - 143,090
Other 15,234 73,923 - 89,157
----------------------------------------------------------------------
Total current assets 1,780,562 767,471 491,876 3,039,909
Property and equipment, net 653,061 899,055 (599,083) (b) 953,033
Investment in Wavefield Imaging Technology - 654,914 - 654,914
Goodwill - - 26,573,488 (b) 26,573,488
Other assets - 113,470 - 113,470
----------------------------------------------------------------------
653,061 1,667,439 25,974,405 28,294,905
----------------------------------------------------------------------
$ 2,433,623 2,434,910 26,466,281 31,334,814
======================================================================
Current liabilities:
Current portion of note payable for equipment $ 474,908 -- -- 474,908
Accounts payable 518,358 244,554 170,000 (b) 932,912
Unearned revenue 495,503 - - 495,503
Accrued liabilities and other 262,020 32,061 - 294,081
Customer deposit 38,800 - - 38,800
Current installments of obligations under capital leases 21,086 - - 21,086
----------------------------------------------------------------------
Total current liabilities 1,810,675 276,615 170,000 2,257,290
Note payable for equipment, excluding current portion 44,010 - - 44,010
Obligations under capital leases, less current installments 58,824 - - 58,824
----------------------------------------------------------------------
Total liabilities 1,913,509 276,615 170,000 2,360,124
----------------------------------------------------------------------
Stockholders' equity:
Convertible preferred stock - - 7 (c) 7
Common stock 1,000 11,338 (11,338) (a) 43,962
42,962 (c)
Additional Paid in Capital 366,867 24,531,668 (24,531,668) (a) 28,932,020
644,123 (d)
(41,670) (c)
27,962,700 (b)
Unrealized loss on investments - (22,445) 22,445 (a) -
Retained earnings (deficit) 152,247 (21,898,114) 21,898,114 (a) -
(152,247) (d)
Less: Treasury stock - (464,152) 464,152 (a) (1,299)
(1,299) (c)
----------------------------------------------------------------------
Total stockholders' equity 520,114 2,158,295 26,296,281 28,974,690
----------------------------------------------------------------------
$ 2,433,623 2,434,910 26,466,281 31,334,814
======================================================================
</TABLE>
See accompanying notes to unaudited proforma combined financial information.
13
<PAGE>
ZYDECO ENERGY, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED
STATEMENT OF OPERATIONS
FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2000
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
DATAVON ZYDECO ADJUSTMENTS COMBINED
--------------------------------------------------------------------
[Note 2]
<S> <C> <C> <C> <C>
Revenues:
Net service revenue $ 2,503,202 - - 2,503,202
Oil and gas sales - 21,169 - 21,169
--------------------------------------------------------------------
Total revenues 2,503,202 21,169 - 2,524,371
--------------------------------------------------------------------
Operating expeneses:
Exploration expenses:
Geological and geophysical - (506) - (506)
Dry hole and other costs - 267 - 267
Production costs - 3,871 - 3,871
Cost of services 1,244,690 - - 1,244,690
Selling and marketing 7,631 - - 7,631
Research and development - (187) - (187)
General and administrative 711,552 147,730 - 859,282
Depreciation, depletion and amortization 14,360 18,668 1,328,674 (a) 1,361,702
--------------------------------------------------------------------
Total operating expenses 1,978,233 169,843 1,328,674 3,476,750
--------------------------------------------------------------------
Operating income (loss) 524,969 (148,674) (1,328,674) (952,379)
Interest income 8,872 14,404 - 23,276
Interest expense 7,802 - - 7,802
--------------------------------------------------------------------
Income before income taxes 526,039 (134,270) (1,328,674) (936,905)
Income taxes 23,745 - 125,128 (b) 148,873
--------------------------------------------------------------------
Net income (loss) $ 502,294 (134,270) (1,453,802) (1,085,778)
====================================================================
Net income (loss) per common share:
Basic $ 0.50 (0.01) (0.02)
============================ ===========
Diluted $ 0.50 (0.01) (0.02)
============================ ===========
Weighted average common shares outstanding:
Basic 1,000,000 10,044,096 49,857,951 (c)
============================ ===========
Diluted 1,006,245 10,044,096 49,857,951 (c)
============================ ===========
</TABLE>
See accompanying notes to unaudited proforma combined financial information.
14
<PAGE>
ZYDECO ENERGY, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Pro Forma Pro Forma
DataVoN Zydeco Adjustments Combined
----------------------------------------------------------------
[Note 2]
<S> <C> <C> <C> <C>
Revenues:
Net service revenue $ 8,273,472 - - 8,273,472
Oil and gas sales - 187,366 - 187,366
Gain on sales of properties - 136,130 - 136,130
Other - 14,625 - 14,625
-------------------------------------------------------------
Total revenues 8,273,472 338,121 - 8,611,593
-------------------------------------------------------------
Operating expenses:
Exploration expenses:
Geological and geophysical - 170,885 - 170,885
Impairment of unproved properties - 750,000 - 750,000
Dry hole and other costs - 1,369,053 - 1,369,053
Production costs - 18,453 - 18,453
Cost of services 6,059,472 - - 6,059,472
Impairment of Investment in Wavefield Imaging Technology - 200,000 - 200,000
Selling and marketing 692,525 - - 692,525
Research and development - 157,909 - 157,909
General and administrative 673,880 679,003 - 1,352,883
Depreciation, depletion and amortization 16,072 316,705 5,314,696 (a) 5,647,473
-------------------------------------------------------------
Total operating expenses 7,441,949 3,662,008 5,314,696 16,418,653
-------------------------------------------------------------
Operating income (loss) 831,523 (3,323,887) (5,314,696) (7,807,060)
Interest income 33,509 49,485 - 82,994
Interest expense 21,729 124 - 21,853
-------------------------------------------------------------
Income (loss) before income taxes and
extraordinary item 843,303 (3,274,526) (5,314,696) (7,745,919)
Income taxes 37,356 - - (b) 37,356
-------------------------------------------------------------
Income (loss) before extraordinary item $ 805,947 (3,274,526) (5,314,696) (7,783,275)
=============================================================
Income (loss) before extraordinary item per common share
--basic and diluted $ 0.81 (0.32) (0.16)
============================== =============
Weighted average common shares outstanding
--basic and diluted 1,000,000 10,345,096 50,158,951 (c)
============================== =============
</TABLE>
See accompanying notes to unaudited proforma combined financial information.
15
<PAGE>
ZYDECO ENERGY, INC. AND SUBSIDIARIES
Notes to Unaudited Pro Forma Combined Financial Information
1. Unaudited Pro Forma Combined Balance Sheet Adjustments
The following summarizes the unaudited pro forma balance sheet adjustments:
a. This adjustment records the elimination of Zydeco's historical
stockholders' equity.
b. This adjustment records the reverse acquisition of Zydeco by DataVoN.
The purchase price of $28.1 million includes (a) the fair value of
Zydeco's outstanding common shares based on the five-day average traded
market price of $2.5313 for Zydeco common stock with May 23, 2000, the
date the merger was agreed and announced, as the midpoint, (b) the fair
value of Zydeco's outstanding warrants and options and (c) the estimated
merger costs.
c. This adjustment records the recapitalization of DataVoN based on the par
value of Zydeco capital stock.
d. This adjustment records the elimination of DataVoN's retained earnings and
establishment of deferred income taxes since, as a result of the merger,
DataVoN converted from an S corporation to a C corporation. The deferred
tax asset of $491,876 recognized has been recorded directly to the
combined company's additional paid-in capital for pro forma purposes. This
amount will be recognized in the historical statement of operations as a
deferred tax benefit in the period that includes the consummation date.
2. Unaudited Pro Forma Combined Statements of Operations Adjustments
The following summarizes the unaudited pro forma statements of operations
adjustments:
a. This adjustment records the effect on deprecation and amortization of the
balance sheet adjustments discussed in Note. 1.b. above. The goodwill will
be amortized over five years.
b. This adjustment recognizes consolidated federal income tax expense of the
combined company, including the effects of treating DataVoN's results as a
C corporation. For the year ended December 31, 1999, no pro forma
adjustment is provided because of the book loss that exists after the add-
back of nondeductible goodwill amortization.
16
<PAGE>
ZYDECO ENERGY, INC. AND SUBSIDIARIES
Notes to Unaudited Pro Forma Combined Financial Information
c. Weighted average shares outstanding on a pro forma basis is based on the
exchange ratio of 39.81385 shares of Zydeco common stock for each share of
DataVoN common stock outstanding. The shares of Zydeco convertible
preferred stock are included in both the basic and diluted loss per share
computations based on the 7,190,000 shares of Zydeco common shares the
preferred stock is automatically converted into when sufficient additional
common shares are authorized by the combined company's shareholders. The
inclusion is based on the fact that the former DataVoN shareholders
currently have the ability to authorize sufficient additional common
shares of Zydeco and the stockholders' authorization is essentially a
formality.
17
