SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] Annual Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
(Amendment No. 2)
For the fiscal year ended December 31, 1996
or
[ ] 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 0-25646
EXPERT SOFTWARE, INC.
State of Delaware - I.R.S. Employer Identification No.: 65-0359860
800 Douglas Road
Executive Tower, Suite #750
Coral Gables, FL 33134
(305) 567-9990
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 of $0.01 per share)
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K [ ].
The aggregate market value of shares of Common Stock held by
non-affiliates of the Registrant as of March 21, 1997 was approximately
$12,675,000. For purposes of this computation, all executive officers,
directors and 5% owners of the Registrants have been deemed to be
affiliates.
As of March 21, 1997, there were 7,514,679 shares of the Registrant's
Common Stock, $ .01 par value, outstanding.
<PAGE>
Part III, Items 10, 11, 12 and 13 of this report on Form 10-K is
hereby amended and restated in full by adding those items as follows:
PART III
Item 10. Directors and Executive Officers of the Registrant
Name Age Position
Kenneth P. Currier 48 Chief Executive Officer, Secretary
and Director
Susan A. Currier 47 President and Director
Charles H. Murphy 52 Chief Financial Officer and Treasurer
Timothy R. Leary 45 Vice President of Sales
Michael A. Appel 52 Vice President of Operations
Anne E. Aitken 38 Vice President of Marketing
Stephen J. Clearman (1) 45 Director
A. Bruce Johnston (1) 36 Director
William H. Lane III (2) 58 Director
Charles E. Noell III (2) 44 Director
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
Kenneth P. Currier, a co-founder of the Company, has served as a
Director, Chief Executive Officer and Secretary of the Company since its
inception in October 1992. Mr. Currier also co-founded the Company's
predecessor, Softsync, Inc. ("Softsync") a publisher of consumer
software, in 1982, and served as President of Softsync from 1990 until
formation of the Company in 1992. Mr. Currier is the spouse of Susan A.
Currier, President and a Director of the Company.
Susan A. Currier, a co-founder of the Company, has served as a Director
and President of the Company since its inception in October 1992. Ms.
Currier also co-founded the Company's predecessor, Softsync, in 1982, and
served as Vice President responsible for sales and marketing of Softsync
from 1990 until formation of the Company in 1992. Ms. Currier is the
spouse of Kenneth P. Currier, Chief Executive Officer and a Director of
the Company.
Charles H. Murphy has served as Chief Financial Officer of the Company
since April 1996. Prior to that, Mr. Murphy was Chief Financial Officer
at Mergent International, Inc., a company which specializes in desktop
and enterprise security software applications, from 1995 to 1996. Prior
to Mergent, Mr. Murphy was Vice President of Finance, Secretary and
Director at Package Machinery Company, a manufacturer of specialty
machinery, from 1986 to 1995.
Timothy R. Leary has served as Vice President of Sales of the Company
from its formation in October 1992. Mr. Leary was the Vice President of
Sales at Softsync from April 1992 through October 1992. Prior to that,
Mr. Leary was Vice President of Sales of Aapps Corporation, a computer
hardware and software manufacturer, from April 1989 to March 1992.
Michael A. Appel has served as Vice President of Operations of the
Company since March 1996. Prior to that, Mr. Appel was Director of
Manufacturing for Bleyer Industries from January 1992 through February
1996. Prior to that, Mr. Appel was Vice President of Operations for
Superior Toy from June 1990 through December 1991.
Anne E. Aitken has served as Vice President of Marketing of the Company
since March 1997. Prior to that, Ms. Aitken served as Senior Director of
Marketing at Blockbuster Entertainment Inc. from September 1995 to
January 1997. Prior to Blockbuster, Ms. Aitken was Director of
Advertising with Burger King Corporation from September 1992 to September
1995.
Stephen J. Clearman has served as a Director of the Company since October
1992. Mr. Clearman has been a general partner of Geocapital Partners, a
venture capital management firm, since he co-founded that firm in 1984.
Mr. Clearman also serves as a director of Word Access, Inc., a repair and
manufacturing services provider to the telecommunications industry,
Memberworks, Inc., a consumer credit card membership services company, and
Seamed, Corp., a designer and manufacturer of medical instruments. Mr.
Clearman also serves as a director of a number of privately-held companies.
A. Bruce Johnston has served as a Director of the Company since October
1992. Mr. Johnston has been a Principal of TA Associates, a private
equity investor, since January 1996 and was a Vice President of TA
Associates from June 1992 to December 1995. Prior to that, Mr. Johnston
was a General Manager of Lotus Development Corporation, a software
publisher, from June 1988 to June 1992. Mr. Johnston serves as a
director of Trident International, Inc., a manufacturer of high performance
printing systems, Restrac, Inc., a client-server application company, as
well as a number of privately-held companies.
William H. Lane III has served as a Director of the Company since his
appointment by the Board of Directors on January 29, 1997. Mr. Lane
retired as Vice President, Chief Financial Officer, Secretary and
Treasurer of Intuit, Inc. a software publisher, in July 1996. He held the
same positions at ChipSoft, Inc. from July 1991 until Intuit acquired
ChipSoft in December 1993. He also served as Vice President, Finance and
Administration for Honeywell Information Systems. Mr. Lane also serves as
a director of MetaTools, Inc., a visual computing software publisher, and
Quarterdeck Corp., a PC utility software company.
Charles E. Noell III has served as a Director of the Company since
October 1992. Mr. Noell has been President and Chief Executive Officer
of JMI, Inc., a private holding company, since January 1992. Prior to
that, Mr. Noell was a Managing Director of Alex. Brown & Sons
Incorporated from 1981 to 1992. Mr. Noell also serves as a director of
Transaction Systems Architects, Inc., an electronic funds transfer
software company, Homegate Hospitality Inc., a provided of services to the
hotel industry, Peregrine Systems Inc., a developer of systems management
software, and a number of privately-held companies.
Compliance With Section 16(a) of The Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of the
Company's outstanding shares of Common Stock, to file reports of ownership
and changes in ownership with the Securities and Exchange Commission and
Nasdaq. Officers, directors and greater than ten percent stockholders are
required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Section
16(a) reports were required for those persons, the Company believes that
during the fiscal year ended December 31, 1996, all filing requirements
were complied with, except in the case of Susan A. Currier who failed to
timely file one report regarding a scheduled sale of the Common Stock.
<PAGE>
Item 11. Executive Compensation
The following sections of this Form 10-K set forth and discuss the
compensation paid or awarded during the last two years to the Company's
Chief Executive Officer and the four other most highly compensated
executive officers who earned in excess of $100,000 during the year ended
December 31, 1996 (collectively, the "Named Executives").
Summary Compensation Table
The following table shows for the fiscal years ended December 31, 1994,
1995, and 1996 compensation paid by the Company to the Named Executives.
<TABLE>
Long Term
Compensation
Annual Compensation Awards Payouts
-----------------------------------------
Other Restric- Securities All
Annual ted Stock Underlying LTIP Other
Name and Year Salary Bonus Compen- Awards Option Payouts Compen-
Principal sation sation
Position ($) ($) ($) ($) (#) ($) ($)
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Kenneth P. 1996 170,000 -- -- -- 130,000 -- --
Currier 1995 125,00 50,000 -- -- -- -- --
Chief 1994 110,00 86,188 -- -- 125,000 -- --
Executive
Officer and
Secretary
Susan A. 1996 170,000 -- -- -- 130,000 -- --
Currier 1995 125,00 50,000 -- -- -- -- --
President 1994 110,00 86,188 -- -- 125,000 -- --
Charles H. 1996 90,167 20,000 48,122(2) -- 50,000 -- --
Murphy
Chief Financial
Officer and
Treasurer
Timothy R. 1996 100,000 26,332 -- -- 10,000 -- --
Leary 1995 90,000 71,820 -- -- 5,000 -- --
Vice 1994 80,000 73,992 -- -- -- -- --
President of
Sales
Kenneth J. 1996 123,333 8,125 -- -- 20,000 -- --
Tarolla 1995 110,000 21,502 -- -- -- -- --
Vice 1994 9,275 -- -- -- 30,000 -- --
President of
Development(1)
- ----------------
<FN>
(1) Mr. Tarolla resigned from the Company on March 28, 1997.
(2) Consists of reimbursed moving costs paid upon Mr. Murphy's relocation
in connection with beginning employment with the Company in April 1996.
Mr. Murphy would receive six months' severance pay in the event his
employment is terminated without cause, or due to change of control.
</FN>
</TABLE>
<PAGE>
Option Grants in Last Fiscal Year
The following table sets forth each grant of stock options during 1996 to
the Named Executives. No stock appreciation rights ("SARs") have been
granted.
<TABLE>
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation
for Option
Individual Grants Term (3)
------------------------------------------ ---------------
% of
Number Total
of Options/SARs
Securities Granted
Underlying to Exercise
Options Employees or Base Expir-
Granted in Fiscal Price ation
Name (#) (1) Year (2) ($/Sh) Date 5%($) 10% ($)
- -------------------------------------------------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth P.
Currier (4)... 130,000 24.3% $13.250 n/a -- --
Susan A.
Currier (4)... 130,000 24.3 13.250 n/a -- --
Charles H.
Murphy........ 50,000 9.3 5.375 7/15/06-
10/17/06 169,015 428,318
Timothy R.
Leary......... 10,000 1.9 5.375 10/17/06 33,803 85,664
Kenneth J.
Tarolla (5)... 20,000 3.7 5.375 06/28/97 -- --
- --------------
<FN>
(1) All options were granted pursuant to the Amended and Restated 1992
Stock Option Plan (the "1992 Option Plan") and vest in equal quarterly
increments over a four year period.
(2) Percentages are based on a total of shares of Common Stock underlying
all options granted to employees of the Company in 1996.
(3) This column shows the hypothetical gains or option spreads of the
options granted based on assumed annual compound stock appreciation
rates of 5% and 10% over the full 10-year terms of the options. The
5% and 10% assumed rates of appreciation are mandated by the rules of
the Securities and Exchange Commission and do not represent the
Company's estimate or projection of future Common Stock prices.
(4) The options granted to Mr. and Mrs. Currier during 1996 were canceled
in April 1997.
(5) Mr. Tarolla resigned from the Company on March 28, 1997. Pursuant to
the Amended and Restated 1992 Option Plan, vested options not
exercised upon termination expire three months after the date of
termination.
</FN>
</TABLE>
<PAGE>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Values
The following table sets forth the shares acquired and the value realized
upon exercise of stock options during 1996 by the Named Executives and
certain information concerning the number and value of unexercised options.
<TABLE>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#) FY-End ($) (1)
--------------------------------------
Shares
Acquired
on Value
Exercise Realized Exercis- Unexer- Exercis- Unexer-
Name (#) ($) able cisable able cisable
- -----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth P.
Currier (2).. -- -- 189,583 29,167 549,010 73,647
Susan A.
Currier (2).. -- -- 189,583 29,167 549,010 73,647
Charles H.
Murphy........ -- -- 5,000 45,000 -- --
Timothy R.
Leary......... -- -- 28,925 28,645 87,564 51,853
Kenneth J.
Tarolla....... -- -- 15,313 34,687 7,688 10,763
- ---------------
<FN>
(1) Based on the fair market value of the Common Stock on December 31,
1996 ($3.375 per share), less the aggregate option exercise price.
Options are in-the-money if the market value of the shares covered
thereby is greater than the option exercise price.
(2) Options granted to Kenneth P. Currier and Susan A. Currier during 1996
were canceled in April 1997 and are therefore excluded from this table.
Information regarding these grants, however, is provided in the table
entitled "Option Grants in Last Fiscal Year".
</FN>
</TABLE>
Compensation Committee Interlocks and Insider Participation
As of April 21, 1997, the members of the Compensation Committee of the
Board of Directors were Stephen J. Clearman and A. Bruce Johnston.
Messrs. Clearman and Johnston are each associated with an investment
partnership which owns Common Stock and which previously held shares of
preferred stock of the Company and subordinated notes issued by the
Company. During 1995, the Company redeemed all of the outstanding
preferred stock and repaid all of its subordinated indebtedness. See
"Certain Relationships and Related Transactions". No executive officers of
the Company serve on the Compensation Committee.
Employment Agreements
As of February 23, 1995, the Company entered into employment agreements
with each of Kenneth P. Currier and Susan A. Currier pursuant to which
they are employed as Chief Executive Officer and President of the Company,
respectively. These employment agreements currently provide for the
payment of an annual salary to each of the Curriers in 1996, which is
subject to change by the Compensation Committee of the Board of Directors.
These employment agreements also entitle each of the Curriers to receive
annual cash bonuses in amounts, and based upon the achievement of Company
objectives, established from year-to-year by the Compensation Committee.
These agreements are subject to automatic one-year extensions on each
December 31st unless earlier terminated by either the executive or the
Company. Under the employment agreements, each of the Curriers is
entitled to severance benefits equal to six months salary and benefits
plus a pro rated cash bonus in the event of either a termination of their
employment by the Company without cause or a termination by the executive
in response to certain changes in the executive's employment
circumstances, subject to increase to one-year's salary and benefits plus
a pro rated cash bonus after a change in control of the Company (as
defined in the agreements) in the event of either a termination of
employment by the Company without cause or a termination by the executive
in response to certain changes in the executive's employment circumstances.
<PAGE>
Item 12.Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, to the best knowledge and belief of the
Company, certain information regarding the beneficial ownership of the
Company's Common Stock as of April 21, 1997 by (i) each person known by
the Company to be the beneficial owner of more than 5% of the outstanding
Common Stock, (ii) each of the Company's Directors, (iii) each of the
Named Executive Officers and (iv) all of the Company's executive officers
and Directors as a group.
<TABLE>
Shares Percent
Directors, Executive Officers Beneficially of
and 5% Stockholders Owned(1) Class(2)
<S> <C> <C>
TA Associates Group....................... 1,989,252 (3) 26.5%
High Street Tower, Suite 2500
125 High Street
Boston, MA 02110
Geocapital II, L.P........................ 691,545 9.2%
One Bridge Plaza
Fort Lee, NJ 07024
JMI Equity Fund, L.P...................... 470,287 6.3%
1414 South West Freeway, Suite 6200
Sugarland, TX 77478
Waddell & Reed, Inc....................... 564,000 (4) 7.5%
2001 Third Avenue South
Birmingham, AL 35233
Granahan Investment Management, Inc....... 525,750 (5) 7.0%
275 Wyman Street, Suite 270
Waltham, MA 02154
Putnam Investments, Inc................... 455,300 (6) 6.1%
One Post Office Square
Boston, MA 02109
Hambrecht & Quist Group................... 452,242 (7) 6.0%
One Bush Street
San Francisco, CA 94104
T. Rowe Price Associates, Inc............. 382,500 (8) 5.1%
100 East Pratt Street
Baltimore, MD 21202
Kenneth P. Currier........................ 725,166 (9) 9.2%
Susan A. Currier.......................... 725,166(10) 9.2%
A. Bruce Johnston......................... 3,213(11) *
Stephen J. Clearman....................... 691,545(12) 9.2%
Charles E. Noell III...................... 470,287(13) 6.3%
William H. Lane III....................... -- --
Charles H. Murphy......................... 11,250(14) *
Kenneth J. Tarolla........................ 18,063(15) *
Timothy R. Leary.......................... 64,063(16) *
Michael A. Appel.......................... 6,563(17) *
Anne E. Aitken............................ -- --
All directors and executive officers as
a group (11 persons)..................... 1,990,150(18) 24.9%
_____________________________
* Represents less than 1% of the outstanding shares.
<FN>
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of Common Stock
subject to options that are currently exercisable or exercisable
within 60 days of March 31, 1997 are deemed to be beneficially owned
by the person holding such options for the purpose of computing the
percentage of ownership of such person, but are not treated as
outstanding for the purpose of computing the purpose of an other
person.
(2) Applicable percentage of ownership is based on 7,514,679 shares of
Common Stock outstanding as of March 31, 1997 together with applicable
options for each stockholder.
(3) Includes 1,136,310 shares of Common Stock held by Advent VI L.P.,
510,064 shares held by Advent Atlantic and Pacific II L.P., 184,181
shares held by Advent Industrial II L.P., 141,685 shares held by
Advent New York L.P., and 17,002 shares held by TA Venture Investors,
L.P. The respective general partners of Advent VI L.P., Advent
Atlantic and Pacific II L.P., Advent Industrial II L.P., Advent New
York L.P. and TA Venture Investors L.P. (collectively, the "TA
Associates Group") exercise sole investment and voting power with
respect to shares of Common Stock held by such entities. A. Bruce
Johnston, a Director of the Company, is a Principal of TA Associates.
(4) As reported in a Schedule 13G dated January 31, 1997 and filed with
the Securities and Exchange Commission jointly by Waddell & Reed,
Inc., Waddell & Reed Investment Management Company, Waddell & Reed
Asset Management Company, Waddell & Reed Financial Services, Inc.,
Torchmark Corporation, United Investors Management Company, and
Liberty National Life Insurance Company.
(5) As reported in a Schedule 13G dated January 31, 1997 and filed with
the Securities and Exchange Commission, these securities are owned by
various individual and institutional investors (including Vanguard
Explorer Fund, Inc., which owns 445,500 of such shares) for which
Granahan Investment Management, Inc. serves as investment adviser with
power to direct investments and/or sole power to vote the securities.
For purposes of the reporting requirements of the Securities Exchange
Act of 1934, Granahan Investment Management, Inc. is deemed to be a
beneficial owner of such securities; however, Granahan Investment
Management, Inc. expressly disclaims that it is, in fact, the
beneficial owner of such securities.
(6) As reported in a Schedule 13G dated January 27, 1997 and filed with
the Securities and Exchange Commission, these securities are owned by
various individual and institutional investors for which Putnam
Investments, Inc. serves as investment adviser with power to direct
investments and/or sole power to vote the securities. For purposes of
the reporting requirements of the Securities Exchange Act of 1934,
Putnam Investments, Inc. is deemed to be a beneficial owner of such
securities; however, Putnam Investments, Inc. expressly disclaims that
it is, in fact, the beneficial owner of such securities.
(7) As reported in a Schedule 13D dated April 7, 1997 and filed with the
Securities and Exchange Commission jointly by Hambrecht & Quist Group,
Hambrecht & Quist California, Hambrecht & Quist L.L.C. and Daniel H.
Case III.
(8) As reported in a Schedule 13G dated February 14, 1997 and filed with
the Securities and Exchange Commission, these securities are owned by
various individual and institutional investors for which T. Rowe Price
Associates, Inc. serves as investment adviser with power to direct
investments and/or sole power to vote the securities. For purposes of
the reporting requirements of the Securities Exchange Act of 1934, T.
Rowe Price Associates, Inc. is deemed to be a beneficial owner of such
securities; however, T. Rowe Price Associates, Inc. expressly
disclaims that it is, in fact, the beneficial owner of such securities.
(9) Includes 362,583 shares of Common Stock beneficially owned by Mr.
Currier's wife, Susan A. Currier, as to which Mr. Currier disclaims
beneficial ownership, 76,000 shares beneficially owned by Mr. and Ms.
Currier jointly and 197,083 shares which Mr. Currier may acquire upon
the exercise of stock options within 60 days of March 31, 1997.
(10)Includes 362,583 shares of Common Stock beneficially owned by Ms. Currier's
husband, Kenneth P. Currier, as to which Ms. Currier disclaims beneficial
ownership, 76,000 shares beneficially owned by Mr. and Ms. Currier
jointly and 197,083 shares which Ms. Currier may acquire upon the
exercise of stock options within 60 days of March 31, 1997.
(11)Represents 3,213 shares of Common Stock beneficially owned by A. Bruce
Johnston through TA Venture Investors L.P. which are included in the
17,002 shares described in footnote (2) above as being owned by TA Venture
Investors L.P. Does not include any shares beneficially owed by
Advent VI L.P., Advent Atlantic and Pacific II L.P., Advent Industrial
II L.P. or Advent New York L.P., or the remainder of the shares
described in footnote (2) above as being owned by TA Venture Investors
L.P., as to which Mr. Johnston disclaims beneficial ownership.
(12)Includes 691,545 shares of Common Stock held by Geocapital II, L.P. Stephen
J. Clearman, BVA Associates, James Harrison and Irwin Lieber are the
general partners (the "Geocapital General Partners") of Softven
Management which is the sole general partner of Geocapital II, L.P.,
and share voting and investment power with respect to these shares.
The Geocapital General Partners disclaim beneficial ownership of such
shares, except to the extent of each partner's proportionate pecuniary
interest therein.
(13)Includes 470,287 shares of Common Stock held by JMI Equity Fund, L.P.
Charles E. Noell III, Harry S. Gruner, Anthony Moores and Norris van den
Berg are the general partners (the "JMI General Partners") of JMI Partners,
L.P., which is the sole general partner of JMI Equity Fund, L.P., and
share voting and investment power with respect to such shares. The
JMI General Partners disclaim beneficial ownership of such shares,
except to the extent of each partner's proportionate pecuniary
interest therein.
(14)Consists of 11,250 shares of Common Stock which Mr. Murphy may acquire upon
the exercise of stock options within 60 days of March 31, 1997.
(15)Consists of 18,063 shares of Common Stock which Mr.Tarolla may acquire upon
the exercise of stock options within three months of March 28, 1997,
the date of Mr. Tarolla's resignation from the Company.
(16)Includes 46,633 shares which Mr. Leary may acquire upon the exercise of
stock options within 60 days of March 31, 1997.
(17)Consists of 2,500 shares of Common Stock which Mr. Appel may acquire upon
the exercise of stock options within 60 days of March 31, 1997.
(18)Includes approximately 475,737 shares which may be acquired upon the
exercise of stock options within 60 days of March 31, 1997.
</FN>
</TABLE>
Item 13. Certain Relationships and Related Transactions
A. Bruce Johnston, a Director of the Company, is a Principal of TA
Associates. Stephen J. Clearman, a Director of the Company, is a general
partner of the general partner of Geocapital II, L.P. Charles E. Noell
III, a Director of the Company, is a general partner of the general
partner of JMI Equity Fund, L.P. Kenneth and Susan Currier, who are
married to one another, are Directors and the Chief Executive Officer and
President of the Company, respectively.
The Company has a policy whereby all transactions between the Company and
its officers, directors and affiliates (other than employment and
compensation matters) will be reviewed by the Audit Committee of the
Company's Board of Directors or a comparable committee.
SIGNATURE
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.
EXPERT SOFTWARE, INC.
Date: May 21, 1997 By: /s/ CHARLES H. MURPHY
Charles H. Murphy
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
