As filed with the Securities and Exchange Commission on December 20, 1996.
File No. 333-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NEUROBIOLOGICAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3049219
- -------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1387 Marina Way South
Richmond, California 94804
- -------------------------------- ----------------------
(Address of Principal (Zip Code)
Executive Offices)
AMENDED AND RESTATED NEUROBIOLOGICAL TECHNOLOGIES, INC.
-------------------------------------------------------
EMPLOYEE STOCK PURCHASE PLAN
----------------------------
(Full title of the plan)
Copy to:
JEFFREY S. PRICE THOMAS E. SPARKS, JR.
President and Chief Executive Officer JOHN L. DONAHUE
NEUROBIOLOGICAL SALLY BRAMMELL
TECHNOLOGIES, INC. PILLSBURY MADISON & SUTRO
1387 Marina Way South Post Office Box 7880
Richmond, California 94804 San Francisco, California 94120
(510) 215-8000 (415) 983-1000
- ---------------------------------------- -------------------------------
(Name, address and telephone
number, including area code,
of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Per Aggregate Offering Amount of
To Be Registered Registered Share(1) Price(1) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 50,000 shares $4.00 $200,000 $60.61
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Pursuant to Rule 457(h), the registration fee was computed on the
basis of the market value of the Common Stock, computed in accordance
with Rule 457(c) on the basis of the average of the high and low
prices per share of such Common Stock as reported on the Nasdaq
National Market System on December 19, 1996.
</FN>
</TABLE>
----------------
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION REQUIRED PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8
General Instruction E Information
This Registration Statement is being filed for the purpose of
increasing the number of securities of the same class as other securities for
which a Registration Statement of the Registrant on Form S-8 relating to the
same employee benefit plan is effective.
Registrant's Form S-8 Registration Statement filed with the Securities
and Exchange Commission on February 16, 1994 File No. 33-75392 is hereby
incorporated by reference.
Incorporation of Documents by Reference
The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) Registrant's Annual Report on Form 10-KSB (File No. 0-23280) for
the fiscal year ended June 30, 1996, which contains, among other things, the
financial statements of Registrant for the fiscal year ended June 30, 1996,
together with the report thereon of Ernst & Young LLP, independent auditors.
(2) Registrant's Quarterly Report on Form 10-QSB (File No. 0-23280) for
the quarter ended September 30, 1996.
(3) The description of Registrant's common stock contained in
Registrant's Registration Statement on Form 8-A filed January 14, 1994 (File No.
0-23280).
In addition, all documents subsequently filed by Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
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<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-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Richmond, State of California, on December 20,
1996.
NEUROBIOLOGICAL TECHNOLOGIES, INC.
By /s/ Jeffrey S. Price
-------------------------------------
Jeffrey S. Price, Ph.D.
President and Chief Executive Officer
<TABLE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jeffrey S. Price or Shawn K. Johnson his
attorney-in-fact, with power of substitution for him in any and all capacities,
to sign any amendments to this Registration Statement, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
<CAPTION>
Signature Title Date
----------- ----- ----
<S> <C> <C>
/s/ Jeffrey S. Price President, Chief Executive December 20, 1996
- ---------------------------- Officer (Principal Executive
Jeffrey S. Price, Ph.D. Officer) and Director
/s/ Shawn K. Johnson Director of Finance (Principal December 20, 1996
- ---------------------------- Financial Officer and
Shawn K. Johnson Accounting Officer)
/s/ Abraham E. Cohen Chairman of the Board December 20, 1996
- ----------------------------
Abraham E. Cohen
/s/ Enoch Callaway Director December 20, 1996
- ----------------------------
Enoch Callaway, M.D.
-3-
<PAGE>
- ---------------------------- Director December ___, 1996
Theodore L. Eliot, Jr.
/s/ Lawrence G. Mohr, Jr. Director December 20, 1996
- ----------------------------
Lawrence G. Mohr, Jr.
/s/ John B. Stuppin
- ---------------------------- Director December 20, 1996
John B. Stuppin
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- -------
5.1 Opinion regarding legality of securities to be offered.
10.1 Amended and Restated Neurobiological Technologies, Inc. Employee
Stock Purchase Plan
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).
24.1 Power of Attorney (see page 3).
EXHIBIT 5.1
December 20, 1996
Neurobiological Technologies, Inc.
1387 Marina Way South
Richmond, CA 94804
Re: Registration Statement on Form S-8
Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
Neurobiological Technologies, Inc., a Delaware corporation (the "Company"), with
the Securities and Exchange Commission under the Securities Act of 1933,
relating to 50,000 shares of the Company's Common Stock issuable pursuant to the
Amended and Restated Neurobiological Technologies, Inc. Employee Stock Purchase
Plan (the "Plan"), it is our opinion that such shares of the Common Stock of the
Company, when issued and sold in accordance with the Plan will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
EXHIBIT 10.1
AMENDED AND RESTATED
NEUROBIOLOGICAL TECHNOLOGIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
<PAGE>
TABLE OF CONTENTS
Page
SECTION 1. PURPOSE OF THE PLAN........................................ 1
SECTION 2. ADMINISTRATION OF THE PLAN................................. 1
SECTION 3. ENROLLMENT AND PARTICIPATION............................... 1
SECTION 4. EMPLOYEE CONTRIBUTIONS..................................... 2
SECTION 5. WITHDRAWAL FROM THE PLAN................................... 3
SECTION 6. TERMINATION OF EMPLOYMENT OR DEATH......................... 3
SECTION 7. PLAN ACCOUNTS AND PURCHASE OF SHARES....................... 3
SECTION 8. LIMITATIONS ON STOCK OWNERSHIP............................. 5
SECTION 9. RIGHTS NOT TRANSFERABLE.................................... 5
SECTION 10. NO RIGHTS AS AN EMPLOYEE.................................. 6
SECTION 11. NO RIGHTS AS A STOCKHOLDER................................ 6
SECTION 12. STOCK OFFERED UNDER THE PLAN.............................. 6
SECTION 13. AMENDMENT OR DISCONTINUANCE............................... 6
SECTION 14. DEFINITIONS............................................... 7
SECTION 15. EXECUTION................................................. 9
-i-
<PAGE>
AMENDED AND RESTATED
NEUROBIOLOGICAL TECHNOLOGIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
SECTION 1. PURPOSE OF THE PLAN.
The Plan was adopted by the Company's Board of Directors on December
15, 1993, approved by the Company's stockholders in January 1994 and amended and
restated by the Company's Board of Directors on August 22, 1996, subject to
stockholder approval.
The purpose of the Plan is to provide Eligible Employees with an
opportunity to increase their proprietary interest in the success of the Company
by purchasing Stock from the Company on favorable terms and to pay for such
purchases through payroll deductions. The Plan is intended to qualify under
section 423 of the Internal Revenue Code of 1986, as amended.
SECTION 2. ADMINISTRATION OF THE PLAN.
(a) The Committee. The Plan shall be administered by the Committee. The
interpretation and construction by the Committee of any provision of the Plan or
of any right to purchase Stock granted under the Plan shall be conclusive and
binding on all persons.
(b) Rules and Forms. The Committee may adopt such rules and forms under
the Plan as it considers appropriate.
SECTION 3. ENROLLMENT AND PARTICIPATION.
(a) Offering Periods. While the Plan is in effect, two overlapping
Offering Periods shall commence in each calendar year. The Offering Periods
shall consist of the 24-month periods commencing on each January 1 and July 1.
(b) Accumulation Periods. While the Plan is in effect, two Accumulation
Periods shall commence in each calendar year. The Accumulation Periods shall
consist of the six-month periods commencing on each January 1 and July 1.
(c) Enrollment. Any individual who, on the day preceding the first day
of an Offering Period, qualifies as an Eligible Employee may elect to become a
Participant in the Plan for such Offering Period by executing the enrollment
form prescribed for this purpose by the Committee. The enrollment form shall be
filed with the Company not later than
-1-
<PAGE>
one week prior to the last working day prior to the commencement of such
Offering Period.
(d) Duration of Participation. Once enrolled in the Plan, a Participant
shall continue to participate until he or she ceases to be an Eligible Employee,
withdraws from the Plan or reaches the end of the Accumulation Period in which
he or she discontinued contributions. A Participant who discontinued
contributions under Section 4(d) or withdrew from the Plan under Section 5(a)
may again become a Participant, if he or she then is an Eligible Employee, by
following the procedure described in Subsection (c) above.
(e) Applicable Offering Period. For purposes of calculating the
Purchase Price under Section 7(b), the applicable Offering Period shall be
determined as follows:
(i) Once a Participant is enrolled in the Plan for an Offering
Period, such Offering Period shall continue to apply to him or her
until the earliest of (A) the end of such Offering Period, (B) the end
of his or her participation under Subsection (d) above or (C)
reenrollment in a subsequent Offering Period under Paragraph (ii)
below.
(ii) In the event that the Fair Market Value of Stock on the
last trading day before the commencement of the Offering Period in
which the Participant is enrolled is higher than on the last trading
day before the commencement of any subsequent Offering Period, the
Participant shall automatically be re-enrolled for such subsequent
Offering Period.
(iii) When a Participant reaches the end of an Offering Period
but his or her participation is to continue, then such Participant
shall automatically be re-enrolled for the Offering Period that
commences immediately after the end of the prior Offering Period.
SECTION 4. EMPLOYEE CONTRIBUTIONS.
(a) Frequency of Payroll Deductions. A Participant may purchase shares
of Stock under the Plan solely by means of payroll deductions. Payroll
deductions, as designated by the Participant pursuant to Subsection (b) below,
shall occur on each payday during participation in the Plan.
(b) Amount of Payroll Deductions. An Eligible Employee shall designate
on the enrollment form the portion of his or her Compensation that he or she
elects to have withheld for the purchase of Stock. Such portion shall be a whole
percentage of the Eligible Employee's Compensation, but not less than 1% nor
more than 10%.
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<PAGE>
(c) Changing Withholding Rate. If a Participant wishes to change the
rate of payroll withholding, he or she may do so by filing a new enrollment form
with the Company not later than one week prior to the last working day prior to
the commencement of the Accumulation Period for which such change is to be
effective.
(d) Discontinuing Payroll Deductions. If a Participant wishes to
discontinue employee contributions entirely, he or she may do so by filing a new
enrollment form at any time. Payroll withholding shall cease as soon as
reasonably practicable after such form has been received by the Company.
SECTION 5. WITHDRAWAL FROM THE PLAN.
(a) Withdrawal. A Participant may elect to withdraw from the Plan by
filing the prescribed form with the Company at any time before the last day of
an Accumulation Period. As soon as reasonably practicable thereafter, payroll
deductions shall cease and the entire amount credited to the Participant's Plan
Account shall be refunded to him or her in cash, without interest. No partial
withdrawals shall be permitted.
(b) Re-Enrollment After Withdrawal. A former Partici- pant who has
withdrawn from the Plan shall not be a Partici- pant until he or she re-enrolls
in the Plan under Section 3(b).
SECTION 6. TERMINATION OF EMPLOYMENT OR DEATH.
(a) Termination of Employment. Termination of employment as an Eligible
Employee for any reason, including death, shall be treated as an automatic
withdrawal from the Plan under Section 5(a). (A transfer from one Participating
Company to another shall not be treated as a termination of employment.)
(b) Death. In the event of the Participant's death, the amount credited
to his or her Plan Account shall be paid to a beneficiary designated by him or
her for this purpose on the prescribed form or, if none, to the Participant's
estate. Such form shall be valid only if it was filed with the Company before
the Participant's death.
SECTION 7. PLAN ACCOUNTS AND PURCHASE OF SHARES.
(a) Plan Accounts. The Company shall maintain a Plan Account on its
books in the name of each Participant. Whenever an amount is deducted from the
Participant's Compensation under the Plan, such amount shall be credited to the
Participant's Plan Account. No interest shall be credited to Plan Accounts.
-3-
<PAGE>
(b) Purchase Price. The Purchase Price for each share of Stock
purchased at the close of an Accumulation Period shall be the lower of:
(i) 85% of the Fair Market Value of such share on the last
trading day before the commencement of the applicable Offering Period
(as determined under Section 3(e)); or
(ii) 85% of the Fair Market Value of such share on the last
trading day in such Accumulation Period.
(c) Number of Shares Purchased. As of the last day of each Accumulation
Period, each Participant shall be deemed to have elected to purchase the number
of shares of Stock calculated in accordance with this Subsection (c), unless the
Participant has previously elected to withdraw from the Plan in accordance with
Section 5(a). The amount then in the Participant's Plan Account shall be divided
by the Purchase Price, and the number of shares that results shall be purchased
from the Company with the funds in the Participant's Plan Account. The foregoing
notwithstanding, no Participant shall purchase more than a maximum of 2,500
shares of Stock with respect to any Accumulation Period nor shares of Stock in
excess of the amounts set forth in Sections 8 and 12(a). The Committee may
determine with respect to all Participants that any fractional share, as
calculated under this Subsection (c), shall be rounded down to the next lower
whole share.
(d) Available Shares Insufficient. In the event that the aggregate
number of shares that all Participants elect to purchase during an Accumulation
Period exceeds the maximum number of shares remaining available for issuance
under Section 12(a), then the number of shares to which each Participant is
entitled shall be determined by multiplying the number of shares available for
issuance by a fraction, the numerator of which is the number of shares that such
Participant has elected to purchase and the denominator of which is the number
of shares that all Participants have elected to purchase.
(e) Issuance of Stock. Certificates representing the shares of Stock
purchased by a Participant under the Plan shall be issued to him or her as soon
as reasonably practicable after the close of the applicable Accumulation Period,
except that the Committee may determine that such shares shall be held for each
Participant's benefit by a broker designated by the Committee (unless the
Participant has elected that certificates be issued to him or her). Shares may
be registered in the name of the Participant or jointly in the name of the
Participant and his or her spouse as joint tenants with right of survivorship or
as community property.
-4-
<PAGE>
(f) Unused Cash Balances. An amount remaining in the Participant's Plan
Account that represents the Purchase Price for any fractional share shall be
carried over in the Participant's Plan Account to the next Accumulation Period.
Any amount remaining in the Participant's Plan Account that represents the
Purchase Price for whole shares that could not be purchased by reason of
Subsection (c) above or Section 12(a) shall be refunded to the Participant in
cash, without interest.
SECTION 8. LIMITATIONS ON STOCK OWNERSHIP.
Any other provision of the Plan notwithstanding, no Participant shall
be granted a right to purchase Stock under the Plan if:
(a) Such Participant, immediately after his or her election to
purchase such Stock, would own stock possessing more than 5% of the
total combined voting power or value of all classes of stock of the
Company or any parent or Subsidiary of the Company; or
(b) Under the terms of the Plan, such Participant's rights to
purchase stock under this and all other qualified employee stock
purchase plans of the Company or any parent or Subsidiary of the
Company would accrue at a rate that exceeds $25,000 of the fair market
value of such stock (determined at the time when such right is granted)
for each calendar year for which such right or option is outstanding at
any time.
Ownership of stock shall be determined after applying the attribution rules of
section 424(d) of the Internal Revenue Code of 1986, as amended. For purposes of
this Section 8, each Participant shall be considered to own any stock that he or
she has a right or option to purchase under this or any other plan, and each
Participant shall be considered to have the right to purchase 2,500 shares of
Stock under this Plan with respect to each Accumulation Period.
SECTION 9. RIGHTS NOT TRANSFERABLE.
The rights of any Participant under the Plan, or any Participant's
interest in any Stock or moneys to which he or she may be entitled under the
Plan, shall not be transferable by voluntary or involuntary assignment or by
operation of law, or in any other manner other than by beneficiary designation
or the laws of descent and distribution. If a Participant in any manner attempts
to transfer, assign or otherwise encumber his or her rights or interest under
the Plan, other than by beneficiary designation or the laws of descent and
distribution, then such act shall be treated as an election by the Participant
to withdraw from the Plan under Section 5(a).
-5-
<PAGE>
SECTION 10. NO RIGHTS AS AN EMPLOYEE.
Nothing in the Plan shall be construed to give any person the right to
remain in the employ of a Participating Company. Each Participating Company
reserves the right to terminate the employment of any person at any time, with
or without cause.
SECTION 11. NO RIGHTS AS A STOCKHOLDER.
A Participant shall have no rights as a stockholder with respect to any
shares that he or she has purchased, or may have a right to purchase, under the
Plan until the date of issuance of a stock certificate for such shares.
SECTION 12. STOCK OFFERED UNDER THE PLAN.
(a) Authorized Shares. The aggregate number of shares of Stock
available for purchase under the Plan shall be 100,000, subject to adjustment
pursuant to this Section 12.
(b) Anti-Dilution Adjustments. The aggregate number of shares of Stock
offered under the Plan, the 2,500-share limitation described in Section 7(c) and
the price of shares that any Participant has elected to purchase shall be
adjusted proportionately by the Committee for any increase or decrease in the
number of outstanding shares of Stock resulting from a subdivision or
consolidation of shares, the payment of a stock dividend, any other increase or
decrease in such shares effected without receipt or payment of consideration by
the Company or the distribution of the shares of a Subsidiary to the Company's
stockholders.
(c) Reorganizations. In the event of a dissolution or liquidation of
the Company, or a merger or consolidation to which the Company is a constituent
corporation, the Plan shall terminate unless the plan of merger, consolidation
or reorganization provides otherwise, and all amounts that have been withheld
but not yet applied to purchase Stock hereunder shall be refunded, without
interest. The Plan shall in no event be construed to restrict in any way the
Company's right to undertake a dissolution, liquidation, merger, consolidation
or other reorganization.
SECTION 13. AMENDMENT OR DISCONTINUANCE.
The Board of Directors shall have the right to amend, suspend or
terminate the Plan at any time and without notice. Except as provided in Section
12, any increase in the aggregate number of shares of Stock to be issued under
the Plan shall be subject to approval by a vote of the stockholders of the
Company. In addition, any other amendment of the Plan shall be subject to
approval by a vote of
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<PAGE>
the stockholders of the Company to the extent required by an applicable law or
regulation.
SECTION 14. DEFINITIONS.
(a) "Accumulation Period" means a six-month period during which
contributions may be made toward the purchase of Stock under the Plan, as
determined pursuant to Section 3(b).
(b) "Board of Directors" means the Board of Directors of the Company,
as constituted from time to time.
(c) "Committee" means a committee of the Board of Directors, consisting
of one or more directors appointed by the Board of Directors.
(d) "Company" means Neurobiological Technologies, Inc., a Delaware
corporation.
(e) "Compensation" means the total compensation paid in cash to a
Participant by a Participating Company, including salaries, wages, bonuses,
incentive compensation, commissions and overtime pay, but excluding moving or
relocation allowances, car allowances, imputed income attributable to cars or
life insurance, taxable fringe benefits and similar items, all as determined by
the Committee.
(f) "Eligible Employee" means any employee of a Par- ticipating
Company:
(i) Whose customary employment is for more than five months
per calendar year and for more than 20 hours per week; and
(ii) Who has been an employee of a Participating Company for
not less than three consecutive months.
(g) "Fair Market Value" shall mean the market price of Stock,
determined by the Committee as follows:
(i) If Stock was traded over-the-counter on the date in
question but was not traded on the Nasdaq Stock Market or the Nasdaq
National Market, then the Fair Market Value shall be equal to the mean
between the last reported representative bid and asked prices quoted
for such date by the principal automated inter-dealer quotation system
on which Stock is quoted or, if the Stock is not quoted on any such
system, by the "Pink Sheets" published by the National Quotation
Bureau, Inc.;
(ii) If Stock was traded over-the-counter on the date in
question and was traded on the Nasdaq Stock
-7-
<PAGE>
Market or the Nasdaq National Market, then the Fair Market Value shall
be equal to the last-transaction price quoted for such date by the
Nasdaq Stock Market or the Nasdaq National Market;
(iii) If the Stock was traded on a stock exchange on the date
in question, then the Fair Market Value shall be equal to the closing
price reported by the applicable composite transactions report for such
date; and
(iv) If none of the foregoing provisions is applicable, then
the Fair Market Value shall be determined by the Committee in good
faith on such basis as it deems appropriate.
Whenever possible, the determination of Fair Market Value by the Committee shall
be based on the prices reported in the Western Edition of The Wall Street
Journal. Such determination shall be conclusive and binding on all persons.
(h) "Offering Period" means a 24-month period with respect to which the
right to purchase Stock may be granted under the Plan, as determined pursuant to
Section 3(a).
(i) "Participant" means an Eligible Employee who elects to participate
in the Plan, as provided in Section 3(c).
(j) "Participating Company" means the Company and each present or
future Subsidiary, except Subsidiaries excluded by the Committee.
(k) "Plan" means this Neurobiological Technologies, Inc. Employee Stock
Purchase Plan, as amended from time to time.
(l) "Plan Account" means the account established for each Participant
pursuant to Section 6(a).
(m) "Purchase Price" means the price at which Participants may purchase
Stock under the Plan, as determined pursuant to Section 7(b).
(n) "Stock" means the Common Stock of the Company.
(o) "Subsidiary" means a corporation, 50% or more of the total combined
voting power of all classes of stock of which is owned by the Company or by
another Subsidiary.
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<PAGE>
SECTION 15. EXECUTION.
To record the amendment and restatement of the Plan by the Board of
Directors, the Company has caused its duly authorized officer to affix the
corporate name and seal hereto.
NEUROBIOLOGICAL TECHNOLOGIES,
INC.
By /s/ Shawn K. Johnson
----------------------------------
Shawn K. Johnson
Director of Finance
-9-
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Amended and Restated Neurobiological
Technologies, Inc. Employee Stock Purchase Plan of our report of September 25,
1996, with respect to the financial statements of Neurobiological Technologies,
Inc. included in the Annual Report (Form 10-KSB) for the year ended June 30,
1996, as filed with the Securities and Exchange Commission.
Ernst & Young LLP
San Francisco, California
December 20, 1996
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