SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-KSB/A
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended September 30, 1997
------------------
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
---------- ----------
Commission file number 0-24928
THE SOLOMON-PAGE GROUP LTD.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 51-0353012
- ------------------------------- --------------------------------
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization Number)
1140 Avenue of the Americas, New York, New York 10036
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 764-9200
--------------
Securities registered pursuant to Section 12(b) of the Act:
None
----
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001
Common Stock Purchase Warrants
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes X No
--- ---
<PAGE>
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form, and no disclosure
will be contained, to the best of the Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB. /X/
State the issuer's revenues for its most recent fiscal year:
The issuer's revenues for the fiscal year ended September 30, 1997 were
$28,996,485.
The aggregate market value of the voting stock held by
non-affiliates of the Registrant computed by reference to the price at which the
stock was sold on December 31, 1997 was approximately $11,603,400. Solely for
the purposes of this calculation, shares held by directors and officers of the
Registrant have been excluded. Such exclusion should not be deemed a
determination or an admission by the Registrant that such individuals are, in
fact, affiliates of the Registrant.
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date: At December
31, 1997, there were outstanding 5,129,285 shares of the Registrant's Common
Stock, $.001 par value.
Transitional Small Business Disclosure Format (check one):
Yes / / No /X/
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
----------------------------------------------------------
Expiration Of
Current Term Of
Name Age Office As Director
- ---- --- ------------------
Class I Directors:
Lloyd Solomon 38 2000
Joel A. Klarreich 51 2000
Class Ii Directors:
Herbert Solomon 67 1998
Eric M. Davis 36 1998
Class III Directors:
Scott Page 32 1999
Edward Ehrenberg 67 1999
Lloyd Solomon (Class I) has been the Vice Chairman of the Board of
Directors and the Chief Executive Officer of the Company since June 1995. Prior
to his election to these positions, he had been the President or an Executive
Vice President and a director of the Company since the inception of its business
in 1990. From 1986 through 1990, Mr. Solomon served as an Executive Vice
President of Rand Thomson Consulting Group, a personnel services firm. Mr.
Solomon received an M.B.A. from New York University and a B.A. from Boston
University. He is the son of Herbert Solomon and the brother- in-law of Scott
Page.
Joel A. Klarreich (Class I) has been a director of the Company since
June 1995. Mr. Klarreich has been a practicing attorney since 1968 and member of
the law firm of Newman Tannenbaum Halpern Syracuse & Hirschtritt LLP since 1996.
He is general counsel to the Association of Personnel Consultants of New York
State, the sole statewide trade association of permanent placement firms in New
York. From 1988 to 1996, Mr. Klarreich was a member of the law firm of Klein,
Heisler & Klarreich, P.C. He has a B.B.A. from the City College of the City of
New York and J.D. from St. John's University School of Law.
Herbert Solomon (Class II) has been the Chairman of the Board of the
Company since August 1990, shortly after he retired from his previous executive
career in the apparel and retail industries. From 1981 to 1990, Mr. Solomon was
Executive Vice President -- Merchandising of Amcena Corporation, which owned
Ohrbach's, a leading apparel retailer. From 1976 to 1981, he served as Chairman
of the Board and Chief Executive Officer of Ohrbach's. Mr. Solomon received a
B.B.A. degree from Bernard Baruch College of the City of New York. Mr. Solomon
is the father of Lloyd Solomon and the father-in-law of Scott Page.
Eric M. Davis (Class II) has been Vice President and Chief Financial
Officer of the Company since February 1994, and a director of the Company since
September 1994. From 1984 through February 1994, Mr. Davis was employed by
Mortensen and Associates, P.C., a predecessor of Moore Stephens, P.C., the
Company's auditors. Mr. Davis is a Certified Public Accountant and received a
B.S. degree from Davis & Elkins College, Elkins, West Virginia.
<PAGE>
Scott Page (Class III) has been the President of the Company since June
1995. Prior to becoming President, he had been an Executive Vice President of
the Company since August 1991, when he was also elected a director. From 1989 to
1991, Mr. Page served as a managing director of Rand Thomson Consulting Group.
Mr. Page is the son-in-law of Herbert Solomon and the brother-in-law of Lloyd
Solomon.
Edward Ehrenberg (Class III) has been a director of the Company since
June 1995. Mr. Ehrenberg has been the President of E.E. Enterprises, a
consulting firm, since 1988. Mr. Ehrenberg was Vice President and General
Manager of U.S. Operations of Electrocatalytic, Inc., a manufacturer and
marketer of cathodic protection and chlorine generating products, from March
1995 to June 1995. He was Executive Vice President of Enzon, Inc., a public
biotech company in Piscataway, New Jersey from August 1991 to August 1992. Mr.
Ehrenberg has held executive positions with the Ford Motor Company, Xerox,
International Harvester and was Chairman and Chief Executive Officer of CH
Holdings, Chicago, Illinois prior to moving to New Jersey. Mr. Ehrenberg has an
M.B.A. from the Wharton School of the University of Pennsylvania and a B.S. from
New York University.
ITEM 10. EXECUTIVE COMPENSATION.
-----------------------
The following table provides summary information concerning cash and
certain other compensation paid or accrued by the Company to or on behalf of the
Company's Chief Executive Officer and each of the other most highly compensated
executive officers of the Company whose compensation exceeded $100,000 for the
three years ended September 30, 1997, 1996 and 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-term
Compensation
Annual Compensation Awards
------------------------------------------ -----------------------
Other Annual Restricted
Name And Compensation Stock All Other
Principal Position Year Salary($) Bonus($) ($)(1) Awards ($) Options(#) Compensation(2)
------------------ ---- --------- -------- ------ ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Herbert Solomon
Chairman of the Board.... 1997 $225,000 -- -- -- -- $17,136
1996 $225,000 -- -- -- 200,000(3) 17,136
1995 200,000 -- -- -- 150,000 13,941
Lloyd Solomon
Vice Chairman and
Chief Executive Officer.. 1997 $350,000 $200,000(4) -- -- -- $18,238
1996 350,000 32,110 -- -- 200,000(3) 18,238
1995 350,000 -- -- -- 150,000 1,520
Scott Page
President................ 1997 $200,000 $731,505(5) -- -- -- $13,457
1996 200,000 615,988(5) -- -- 200,000(3) 13,457
1995 200,000 350,818(5) -- -- 150,000 4,486
Eric M. Davis
Vice President -
Finance 1997 $150,000 $ 25,000 -- -- 10,000 --
Chief Financial Officer.. 1996 130,000 25,000 -- -- -- --
1995 109,655 15,000 -- -- 40,000 --
</TABLE>
(footnotes on following page)
-2-
<PAGE>
- ---------------------
(1) Although the officers receive certain perquisites such as auto allowances
and Company credit cards, the value of such perquisites did not exceed for
any officer the lesser of $50,000 or 10% of the officer's salary and
bonus.
(2) represents premiums paid by the Company with respect to split-dollar life
insurance obtained for the benefit of the named executive officers.
(3) represents options issued in consideration for terminating the escrow
share agreement. see "Escrow Shares" below.
(4) includes a special bonus of $100,000 granted by the Compensation Committee
of the Board of Directors.
(5) Represents commissions payable under Mr. Page's employment agreement equal
to 30% of the revenues generated by his recruitment and placement
activities as a recruitment and placement counselor.
The following table sets forth certain information regarding stock
option grants made to officers of the Company during the fiscal year ended
September 30, 1997.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
----------------------------------------------------------
Number Of % Of Total
Securities Options
Underlying Granted To Exercise Or
Options Employees In Base Price Expiration
Name Granted(#)(1) Fiscal Year ($/Sh) Date
---- ------------- ------------ -------- ----
Eric M. Davis...... 10,000 4.1 2.375 4/14/07
- --------------------
(1) Such options become exercisable (i) as to one-third of the shares covered
thereby commencing on April 14, 2000, (ii) as to an additional one-third
of the shares covered thereby commencing on April 14, 2001 and (iii) as to
the remaining one-third of such shares commencing on April 14, 2002.
The following table sets forth certain information regarding
unexercised stock options held by officers of the Company as of September 30,
1997. No stock options were exercised by such officers during the fiscal year
ended September 30, 1997.
AGGREGATED FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number Of Securities Underlying
Unexercised Options At Value Of Unexercised In-the-money Options
September 30, 1997(#) At September 30, 1997($)
Name Exercisable/Unexercisable Exercisable/Unexercisable (1)
---- ------------------------- -----------------------------
<S> <C> <C> <C> <C>
Herbert Solomon........ 216,666/133,334 303,665/110,832
Lloyd Solomon.......... 216,666/133,334 303,665/110,832
Scott Page............. 216,666/133,334 303,665/110,832
Eric M. Davis.......... 23,333/56,667 29,032/64,617
</TABLE>
- --------------------
(1) Based on the market value, as reported on the Nasdaq Small Cap Market,
of $3.03 per share of Common Stock, $.001 par value (the "Common
Stock"), of the Company at September 30, 1997 and exercise prices
ranging from $1.25 to $2.50 per share.
-3-
<PAGE>
Employment Agreements
The Company has entered into employment agreements with each of Herbert
Solomon, Lloyd Solomon and Scott Page, dated June 14, 1993 and amended June 8,
1995 in the case of Lloyd Solomon and Scott Page, pursuant to which Herbert
Solomon agreed to serve as Chairman of the Board of the Company, Lloyd Solomon
agreed to serve as Vice Chairman of the Board and Chief Executive Officer of the
Company and Scott Page agreed to serve as President of the Company. Pursuant to
his employment agreement, Herbert Solomon receives a base salary of $225,000
(increased from $200,000 effective October 1, 1995), which amount is to be
annually reviewed and may be increased by the Board of Directors and, in
addition, payments equal to 20% of the revenues generated by his recruitment and
placement activities as a recruitment and placement counselor. Pursuant to his
employment agreement, Lloyd Solomon receives a base salary of $350,000, which
amount is to be annually reviewed and may be increased by the Board of
Directors, and, in addition, incentive compensation for each fiscal year during
the term of his employment equal to that percentage of the Company's pre-tax
operating income as equals the percentage of the Company's revenue represented
by the Company's pre-tax operating income. By way of example, in a particular
year, should the Company's pre-tax operating income equal 5% of the Company's
revenue, Lloyd Solomon would be entitled to receive as incentive compensation an
amount equal to 5% of the Company's pre-tax operating income. Additionally, in
fiscal 1997, the Compensation Committee of the Board of Directors of the Company
awarded Lloyd Solomon a special bonus of $100,000, for his efforts in increasing
the Company's revenues and profitability. Pursuant to his employment agreement,
Scott Page receives a base salary of $200,000, which amount is to be annually
reviewed and may be increased by the Board of Directors and, in addition,
payments equal to 30% of the revenues generated by his recruitment and placement
activities as a recruitment and placement counselor.
Each employment agreement provides for an initial term of five years
ending June 13, 1998, which is to be extended automatically from year-to-year
unless terminated by either party. Each employment agreement provides that if
the employee is terminated other than for "cause" (as defined therein), he is to
continue to receive the compensation provided for under his employment
agreement, and that if he becomes disabled (as defined therein), the Company may
elect to place him on disability status, in which event he would be paid
one-half of the compensation provided for under his employment agreement. Each
of these employment agreements provides for a payment of three times the
employee's compensation during the most recent fiscal year in the event of a
change in control of the Company, which is defined therein to mean (a) a change
in control as defined in Rule 12b-2 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), (b) a person (as such term is defined in
Sections 13(d) and 14(d) of the Exchange Act) other than a current director or
officer of the Company becoming the beneficial owner, directly or indirectly, of
20% of the voting power of the Company's outstanding securities or (c) the
members of the Board of Directors at the beginning of any two-year period
ceasing to constitute at least a majority of the Board of Directors at any time
during such two-year period unless the election of any new director during such
period has been approved in advance by two-thirds of the directors in office at
the beginning of such two-year period. Each employment agreement prohibits the
employee from competing with the Company's business during the term thereof and
for a period of one year thereafter.
Escrow Shares
On September 18, 1996, the Company terminated the agreement relating to
the Escrow Shares described below and an aggregate of 794,136 shares of Common
Stock held in escrow (the "Escrow Shares") was cancelled. In consideration for
terminating the escrow share agreement, the Company granted stock options to
purchase 200,000 shares of common stock at $2.27 per share as to options for
132,156 shares and at $2.06 per share as to options for 67,844 shares
(respectively, 110% and 100% of then current fair market value) to each of
Herbert Solomon, Lloyd Solomon and Scott Page.
In connection with the employment agreements entered into in June 1993
between the Company and each of Herbert Solomon, Lloyd Solomon and Scott Page,
these persons placed in escrow the Escrow Shares. In the event the Company's
earnings before income tax as reported in the Company's audited financial
statements, subject to adjustment (the "Minimum Pre-Tax Earnings"), were to
equal or exceed the amounts listed below for any fiscal year
-4-
<PAGE>
ending on or prior to September 30, 1999, the Escrow Shares were to be released
from escrow and delivered to such stockholders in the amounts set forth opposite
the Minimum Pre-Tax Earnings listed below:
Minimum Pre-Tax Earnings Escrow Shares to be Released
- ----------------------------- --------------------------------
$1,000,000 264,712
$2,000,000 264,712
$3,000,000 264,712
In the event that any of the Escrow Shares had been released, the
aggregate fair market value thereof on the date of release would have been
treated for financial reporting purposes as compensation expense to the Company.
1993 Long-term Incentive Plan
On August 6, 1993, the Company adopted the 1993 Incentive Plan in order
to motivate qualified employees of the Company, to assist the Company in
attracting employees and to align the interests of such persons with those of
the Company's stockholders. The 1993 Incentive Plan provides for the grant of
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), "non-qualified stock options,"
restricted stock, performance grants and other types of awards to officers, key
employees, consultants and independent contractors of the Company and its
affiliates.
The 1993 Incentive Plan, which is administered by the Stock Option
Committee of the Board of Directors, currently authorizes the issuance of a
maximum of 1,500,000 shares of Common Stock, which may be either newly issued
shares, treasury shares, reacquired shares, shares purchased in the open market
or any combination thereof. If any award under the 1993 Incentive Plan
terminates, expires unexercised, or is cancelled, the shares of Common Stock
that would otherwise have been issuable pursuant thereto will be available for
issuance pursuant to the grant of new awards. The number of shares of Common
Stock available under the 1993 Incentive Plan and the terms of any option or
other award granted thereunder are subject to adjustment in the event of a stock
split, combination of shares, stock dividend or certain other events if the
Stock Option Committee determines that such event equitably requires such an
adjustment. In the event of a change in control of the Company (as defined in
the 1993 Incentive Plan), the 1993 Incentive Plan provides among other things
that all stock options outstanding on the date of such change in control shall
become immediately exercisable in full.
As of December 31, 1997, there were options outstanding under the 1993
Incentive Plan with respect to an aggregate of 1,343,250 shares of Common Stock.
Of these, Herbert Solomon, Lloyd Solomon and Scott Page held five-year options
with respect to 150,000 shares of Common Stock each, at an exercise price of
$1.375 per share exercisable as to one-third of the shares covered thereby
commencing July 15, 1995 and as to the remaining shares covered thereby
commencing February 15, 1996. Other employees held options for periods of 10
years with respect to an aggregate of 893,250 shares, at exercise prices ranging
from $.625 to $2.50 per share. Of such options, Eric M. Davis held options to
purchase 30,000 shares exercisable at $2.50 per share and options to purchase
40,000 shares exercisable at $1.25 per share. Each of these options may be
exercised as to one-third of the shares covered thereby commencing on the third
anniversary of the date of the grant, as to a further one-third of such shares
commencing on the fourth anniversary thereof, and as to the remaining shares
covered thereby commencing on the fifth anniversary thereof.
-5-
<PAGE>
1996 Stock Option Plan
On September 17, 1996, the Company adopted the 1996 Stock Option Plan
(the "1996 Plan") in order to provide additional incentive to the officers,
directors and employees of the Company who are primarily responsible for the
management and growth of the Company, and to consultants and advisors to the
Company who otherwise materially contribute to the conduct and direction of its
business, and to retain and attract to the Company's employ persons of
competence. The 1996 Plan provides for grants of both "incentive stock options"
and "nonqualified stock options," and is meant to meet the requirements of Rule
16b-3 under the Securities Exchange Act of 1934, as amended, and Section 162(m)
of the Internal Revenue Code.
The 1996 Plan, which is administered by the Stock Option Committee of
the Board of Directors, currently authorizes the issuance of a maximum of
1,000,000 shares of Common Stock, no more than 200,000 of which may be granted
to any individual in any given year. In the event of a change in control of the
Company (as defined in the 1996 Plan), all stock options outstanding under the
1996 Plan shall become fully exercisable. In addition, if any option under the
1996 Plan shall expire or terminate for any reason without having been
exercised, the unpurchased shares shall again be available for the purposes of
the 1996 Plan.
As of the date hereof, pursuant to the 1996 Plan, options to purchase
132,156 shares of Common Stock at an exercise price of $2.27 per share have been
granted to each of Herbert Solomon, Lloyd Solomon and Scott Page, and options to
purchase 10,000 shares of Common Stock at an exercise price of $2.375 have been
granted to Eric Davis.
Director Compensation
Directors who are not officers or employees of the Company receive such
compensation for their services as the Board of Directors may from time to time
determine. Currently, directors who are not employees of the Company receive a
fee of $1,000 for each Board of Directors meeting attended, and $1,000 per year
for each committee upon which such director serves, plus reasonable
out-of-pocket expenses. Directors who are officers or employees of the Company
are not entitled to any compensation for their service as a director.
1995 Directors' Stock Option Plan
On August 17, 1995 the Company adopted the 1995 Directors' Stock Option
Plan (the "Directors' Plan"), in which each director who is not an officer or
employee of the Company (each an "Eligible Director") is eligible to
participate. The purpose of the Directors' Plan is to secure for the Company and
its stockholders the benefits arising from stock ownership by its Eligible
Directors by providing a means whereby such Directors may purchase shares of
Common Stock pursuant to options granted in accordance with the Directors' Plan.
The Directors' Plan provides that each Eligible Director is to receive the grant
of an option to purchase 10,000 shares of Common Stock on the date such Eligible
Director is first elected as a member of the Board of Directors. To the extent
that shares of Common Stock remain available for the grant of options under the
Directors' Plan, on January 1st of each year commencing January 1, 1996, each
Eligible Director is to be granted an option to purchase 3,000 shares of Common
Stock. Unless terminated earlier by the Board of Directors, the Directors' Plan
will terminate on June 7, 2005.
The Directors' Plan, which is administered by the Board of Directors,
currently authorizes the issuance of a maximum of 100,000 shares of Common
Stock, subject to adjustment, pursuant to the exercise of options granted
thereunder. Such shares may be authorized but unissued shares or reacquired
shares. The number of shares of Common Stock available under the Directors' Plan
is subject to adjustment to prevent dilution in the event of a stock split,
combination of shares, stock dividend or certain other events. If an option
granted under the Directors' Plan, or any portion thereof, expires or terminates
for any reason without having been exercised in full, the unpurchased shares of
Common Stock covered by such option shall be available for future grants of
options.
-6-
<PAGE>
As of the date hereof, options to purchase 20,000, 6,000, 6,000 and
6,000 shares of Common Stock at exercise prices of $2.00, $0.5625, $1.875 and
$3.688 per share, respectively, have been granted pursuant to the Directors'
Plan, and are held in equal proportions by the Eligible Directors, Edward
Ehrenberg and Joel A. Klarreich.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT.
---------------------------------
The following table sets forth information concerning ownership of the
Company's Common Stock as of December 31, 1997 by each person known by the
Company to be the beneficial owner of more than five percent of the Common
Stock, each director, each executive officer named in the summary compensation
table and by all directors and executive officers of the Company as a group.
Unless otherwise indicated, the address of each person or entity listed below is
the Company's principal executive offices.
<TABLE>
<CAPTION>
Name and Address Shares Percentage
Of Beneficial Owner (1) Beneficially Owned(2) Of Class
- ----------------------- ------------------ ---------
<S> <C> <C>
Herbert Solomon.......................... 724,266(3) 13.5%
Lloyd Solomon............................ 1,016,666(3) 19.0%
Scott Page............................... 818,566(3) 15.3%
Eric M. Davis............................ 127,333(4) 2.5%
Edward Ehrenberg(5)...................... 14,500(7) *
Joel A. Klarreich(6)..................... 14,500(7) *
All Directors and Executive Officers
as a Group (6 persons).................. 2,715,831(8) 46.6%
</TABLE>
- --------------------------
* Less than 1%.
(1) All of such persons have sole investment and voting power over the shares
listed as being beneficially owned by them.
(2) All persons identified below as holding options are deemed to be
beneficial owners of shares of Common Stock subject to such options by
reason of their right to acquire such shares within 60 days after December
31, 1997.
(3) Includes 216,666 shares subject to options.
(4) Includes 23,333 shares subject to options.
(5) Mr. Ehrenberg's address is 76 Sayre Drive, Princeton, New Jersey 08540.
(6) Mr. Klarreich's address is c/o Newman Tannenbaum Halpern Syracuse &
Hirschtritt LLP, 900 Third Avenue, New York, New York 10022.
(7) Represents 14,500 shares subject to options.
(8) Includes 702,331 shares subject to options.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
- -------- -----------------------------------------------
Not Applicable.
-7-
<PAGE>
Pursuant to the requirements of Section 13 or 15(d) 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.
THE SOLOMON-PAGE GROUP LTD.
Dated: January 26, 1998 By:/s/ Lloyd Solomon
---------------------------------
Lloyd Solomon
Vice Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Herbert Solomon Chairman of the Board and Director January 26, 1998
- -------------------------------
Herbert Solomon
/s/ Lloyd Solomon Vice Chairman of the Board, Chief January 26, 1998
- ------------------------------- Executive Officer and Director (Principal
Lloyd Solomon Executive Officer)
/s/ Scott Page President and Director January 26, 1998
- -------------------------------
Scott Page
/s/ Eric M. Davis Vice President - Finance, Chief Financial January 26, 1998
- ------------------------------- Officer and Director (Principal Financial
Eric M. Davis and Accounting Officer)
* Director January 26, 1998
- -------------------------------
Edward Ehrenberg
* Director January 26, 1998
- -------------------------------
Joel A. Klarreich
*/s/ Eric M. Davis
------------------
By: Eric M. Davis
Attorney-in-Fact
</TABLE>
-8-
