SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A - 2
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended November 30, 1996
Commission File No. 1-13830
TELESOFT CORP.
(Exact name of Registrant as specified in its charter)
Arizona 86-0431009
(State of Incorporation) (IRS Employer Identification No.)
3216 North Third Street
Phoenix, Arizona 85012
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (602) 265-6311
Securities registered pursuant to Section 12(b) of the Act:
Title of Class Name of each exchange on which registered
Common Stock, No Par Value Pacific Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act : None
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
Check if there is no disclosure of delinquent filings in this Form and no
disclosure will be contained in the definitive Proxy Statement incorporated
by reference in Part III of this Form 10-KSB/A. X
Issuer's revenues for its fiscal year: $23,313,280
As of April 8, 1997, the number of shares of Common Stock outstanding was
3,818,333 and the aggregate market value of the Common Stock (based on the
closing price on that date) held by non-affiliates of the Registrant was
approximately $7,517,000.
Documents Incorporated By Reference
Exhibit Index Page 10
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The following sets forth certain information with respect to
directors and executive officers of the Company with the year in which
each director's term expires in parentheses.
Name Age Position With Company and Tenure
Joseph W. Zerbib 61 President and Director since 1982. (1997)
Thierry E. Zerbib 35 Vice President - Software/Systems, Secretary
and Director since 1982. (1997)
Brian H. Loeb 35 Vice President - Marketing/Sales and
Operations and Director since 1992. (1997)
Michael F. Zerbib 30 Vice President - Finance, Treasurer and
Director since 1990. (1997)
Cecile Silverman 72 Director since 1995. (1997)
Kalvan Swanky 33 Director since 1995. (1997)
Directors hold office until the next annual meeting of shareholders
and until their successors are elected and qualified or until their prior
resignation. The terms of the executive officers are continuous, subject to
the authority of the Company's Board of Directors.
Joseph W. Zerbib was born in Algeria and has lived in the Middle
East, Europe and the United States. From 1982 to the present, Mr.
Zerbib has been the President of the Company. He concentrates on
strategic planning and financial, accounting and human resources
management. From 1975 to 1982 Mr. Zerbib managed a large
supermarket chain in Israel. From 1960 to 1975 Mr. Zerbib owned and
managed a full service drug store and blood analysis laboratory in Paris,
France.
Thierry E. Zerbib has been with the Company since 1982. His
responsibilities include day-to-day supervision of software/hardware
customer service, system configuration, system implementation, research
and development, and quality control. He holds dual degrees in computer
science and math from the University of Tel Aviv, Israel.
Brian H. Loeb has been with the Company since 1982. His
responsibilities include day to day supervision of sales, marketing,
customer service, and service bureau implementation.
Michael F. Zerbib has been with the Company since 1990 with
main emphasis on service bureau sales and financial reporting. He holds
a Bachelor of Science degree in finance and a Masters degree in taxation
and financial accounting from Arizona State University.
Cecile Silverman is a certified public accountant employed by the
firm of Schwartz, Cohen & Co. She was a partner/shareholder of such
firm from 1975 to 1989 and is now employed with the firm on a part-time
basis. Ms. Silverman specializes in tax planning for corporations and
individuals, as well as representing clients before various governmental
agencies. She graduated from Syracuse University with a degree in public
accounting.
Kalvan Swanky has been employed for the past eleven years by
Storage Technology Corporation, which develops, manufacturers and
distributes computer memory devices. Mr. Swanky has held a number of
positions with Storage Technology, most recently as Direct Sales
Manager for Arizona and Nevada. He received a Bachelor of Science
degree from the University of Colorado.
Joseph W. Zerbib is the father of Thierry E. Zerbib and
Michael F. Zerbib and the father-in-law of Brian H. Loeb. Accordingly,
Thierry E. Zerbib and Michael F. Zerbib are brothers and Brian H. Loeb
is the brother-in-law of Thierry and Michael Zerbib.
Business of the Board of Directors
During the fiscal year ended November 30, 1996, the Company's
board of directors held five meetings. All directors attended these
meetings, except Ms. Silverman who missed one meeting.
Compensation and Audit Committees
The Board of Directors appointed Cecile Silverman and Kalvan
Swanky to the Compensation and Audit Committees of the Board of
Directors in June 1995 and they continue to serve in such capacity. Such
persons are not officers or employees of the Company and thus are
Independent Directors. Such individuals will not have any contractual or
other relationships with the Company during the present fiscal year,
except as directors.
Audit Committee. The functions of the Audit Committee are to
receive reports with respect to loss contingencies, the public disclosure or
financial statement notation of which may be legally required; annually
review and examine those matters that relate to a financial and
performance audit of the Company's employee plans; recommend to the
Company's board of directors the selection, retention and termination of
the Company's independent accountants; review the professional services,
proposed fees and independence of such accountants; and provide for the
periodic review and examination of management performance in selected
aspects of corporate responsibility. The Audit Committee held one
meeting during the fiscal year ended November 30, 1996. See
"Compensation Committee Interlocks and Insider Participation" in the
following section.
Compensation Committee. The functions of the Compensation
Committee are to review annually the performance of the chairman and
president and of the other principal officers whose compensation is subject
to the review and recommendation by the Committee to the Company's
board of directors. Additionally, the Compensation Committee is to
review compensation of outside directors for service on the Company's
board of directors and for service on committees of the Company's board
of directors, and to review the level and extent of applicable benefits
provided by the Company with respect to automobiles, travel, insurance,
health and medical coverage, stock options and other stock plans and
benefits. The Compensation Committee had four meetings during the
fiscal year ended November 30, 1996. See "Compensation Committee
Interlocks and Insider Participation" in the following section.
The Compensation Committee has adopted a policy that the
Company should be competitive in total compensation and include as a
part of total compensation opportunities for equity ownership and utilize
incentives that offer competitive compensation. Pursuant to these policies,
the Compensation Committee, in 1996, requested that the Company and
its agents obtain more specific information regarding the Company's
competitors and the industry generally, with respect to compensation and
options. As a result of information received pursuant to this request, the
Compensation Committee made recommendations regarding executive
compensation to the board of directors and action was taken by the board
at its 1996 annual meeting in response to such recommendations.
Compensation Committee Interlocks and Insider Participation
Cecile Silverman and Kalvan Swanky serve as members of the
Compensation Committee. They were appointed in June 1995 and
continue to serve in such capacity. These persons are non-employee
directors for purposes of administering the 1995 and 1996 Incentive Stock
Option Plan under SEC Rule 16(b)(3).
Director Compensation
Directors receive no compensation for their services as members
of the Board of Directors. However, the Company may reimburse the
independent directors for their reasonable out-of-pocket expenses in
connection with their attendance at meetings. Also, in 1996 the Company
issued 1,000 stock options each to Ms. Silverman and Mr. Swanky. See
Item 11, Security Ownership of Certain Beneficial Owners and
Management.
ITEM 10. EXECUTIVE COMPENSATION.
Summary Compensation Table
The following table sets forth the total compensation received by
the chief executive officer and each additional executive officer whose
compensation exceeded $100,000, paid to the named individuals and
group for services rendered in all capacities to the Company and its
subsidiaries for the fiscal years ended November 30, 1996, 1995 and
1994.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Long Term Compensation (1)
Annual Compensation Awards Payouts
Other All
Annual Restricted Other
Name and Compen- Stock Options/ LTIP Compen-
Principal Position Year Salary(2) Bonus sation Awards SARs Payouts sation
Joseph W. Zerbib 1996 $108,000 0 0 0 26,000 0 0
President 1995 $120,000 0 0 0 41,000 0 0
1994 $144,000 $115,000 0 0 0 0 0
Thierry E. Zerbib 1996 $126,000 0 0 0 21,000 0 0
Vice President - 1995 $120,000 0 0 0 41,000 0 0
Software/Systems and 1994 $144,000 $398,500 0 0 0 0 0
Secretary
Michael F. Zerbib 1996 $100,000 0 0 0 28,000 0 0
Vice President - 1995 $120,000 0 0 0 41,000 0 0
Finance and Treasurer 1994 $144,000 $398,500 0 0 0 0 0
Brian H. Loeb 1996 $126,000 0 0 0 21,000 0 0
Vice President - 1995 $120,000 0 0 0 41,000 0 0
Marketing, Sales and 1994 $144,000 $398,500 0 0 0 0 0
Operations
<F1>
See Stock Option Grants in 1996 Fiscal Year and Stock Options
and Restricted Stock Plans" below for additional information on
options which were granted to these four officers.
<F2>
The Company extended one-year employment agreements with
annualized salaries of $144,000 to Joseph W. Zerbib, Thierry E.
Zerbib, and Brian H. Loeb and $96,000 to Michael F. Zerbib,
effective July 1, 1996 in the cases of Joseph W. Zerbib and Brian
H. Loeb and April 15, 1996 in the cases of Thierry E. Zerbib and
Michael F. Zerbib.
</TABLE>
Option Grants in 1996 Fiscal Year
The following executive officers were granted stock options by
the Company in fiscal 1996 in recognition of their past contributions to
the Company. In each case, the option price was in excess of the fair
market value of the Common Stock on the date of grant.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Percentage of
Total Options
No. of Granted
Shares Underlying to employees in Expiration
Name Options Granted Fiscal Year (1) Exercise Price Date(2)
Joseph W. Zerbib 10,000 $ 3.30 10/22/01
16,000 10.95 5.23 8/06/01
Thierry E. Zerbib 5,000 3.30 10/22/01
16,000 8.85 5.23 8/06/01
Brian H. Loeb 5,000 3.30 10/22/01
16,000 8.85 5.23 8/06/01
Michael F. Zerbib 12,000 3.30 10/22/01
16,000 11.79 5.23 8/06/01
<F1>
Percentage figure aggregates all stock options granted to
respective individual during fiscal year 1996.
<F2>
Options expiring on August 6, 2001 become exercisable one
fourth on April 14, 1997, one fourth on April 14, 1998, one
fourth on April 14, 1999, and one fourth on April 14, 2000.
Options expiring on October 22, 2001 become exercisable one
fourth on October 22, 1997, one fourth on October 22, 1998, one
fourth on October 22, 1999 and one fourth on October 22, 2000.
</TABLE>
Option Exercises in 1996 Fiscal Year
There were no exercises of outstanding stock options in fiscal
1996.
Stock Option and Restricted Stock Plans
1995 and 1996 Incentive Stock Option Plans. The Board of
Directors adopted the 1995 Incentive Stock Option Plan (1995 ISO
Plan) on February 1, 1995 and the 1996 Incentive Stock Option Plan
(1996 ISO Plan) on April 15, 1996 (The 1995 ISO Plan and 1996 ISO
Plan are collectively referred to as the Plans). The terms and conditions
of the 1995 ISO Plan and the 1996 ISO Plan are substantively similar,
therefore the following description is valid for both Plans.
Under the Plans, 260,000 and 264,000 shares are reserved for issuance
subject to options granted under the 1996 ISO Plan and 1995 ISO Plan,
respectively, for a total of 524,000 shares. Each of the Plans authorizes
the Company to grant to key employees of the Company (i) incentive stock
options to purchase shares of Common Stock and (ii) non-qualified stock
options to purchase shares of Common Stock.
The objectives of the Plans are to provide incentives to key
employees to achieve financial results aimed at increasing stockholder
value and attracting talented individuals to the Company. The
Compensation Committee, which is comprised of non-employee Directors,
has the discretion to make awards of stock options. Although the Plans do
not specify what portion of the shares may be awarded in the form of
incentive stock options or non-statutory options, at the time of adoption it
was anticipated that a substantially greater number of incentive stock
options would be awarded under the Plans. The incentive stock options
are qualified stock options under the Internal Revenue Code. Further, the
Plans are stock option plans meeting the requirements of Rule 16b-3
promulgated under the Exchange Act. Persons eligible to participate in
the Plans will be those employees of the Company whose performance, in
the judgment of the Compensation Committee, can have significant effect
on the success of the Company.
The Plans are administered by the Compensation Committee,
which has the authority to interpret their provisions, to establish and
amend rules for their administration, to determine the types and amounts
of awards to be made pursuant to the Plans, subject to the Plans
limitations, and to approve recommendations made by management of the
Company as to who should receive awards.
Incentive stock options may be granted under the Plans for terms
of up to ten years and at an exercise price at least equal to 100% of the
fair market value of the Common Stock as of the date of grant, and 85%
of the fair market value in the case of non-statutory options, except that
incentive options granted to any person who owns stock possessing more
than 10% of the combined voting power of all classes of the Company's
stock or of any parent or subsidiary corporation must have an exercise
price at least equal to 110% of the fair market value of the Company's
Common Stock on the date of grant. The aggregate fair market value,
determined as of the time an incentive stock option is granted, of the
Common Stock with respect to which incentive stock options are
exercisable by an employee for the first time during any calendar year
shall not exceed $100,000. There is no aggregate dollar limitation on the
amount of non-statutory stock options which may be exercisable for the
first time by an employee during any calendar year. Payment of the
exercise price is to be in cash, although the Compensation Committee
may, in its discretion, allow payment in the form of shares of the
Company's Common Stock under certain circumstances. Any option
granted under the Plans will expire at the time fixed by the Committee,
which will not be more than ten years after the date it is granted. Any
employee receiving a grant must remain continuously employed by the
Company for a period of twelve months after the date of the grant, as a
condition to the exercise of the option. The Compensation Committee
may also specify when all or part of an option becomes exercisable, but in
the absence of such specification, the option will ordinarily be exercisable
in whole or part at any time during its term. In addition, optionees who
are directors or executive officers of the Company may not exercise any
portion of an option within six months of the date of grant. Subject to the
foregoing, the Compensation Committee may accelerate the exercisability
of any option in its discretion.
Options granted under the Plans are not assignable. Options may
be exercised only while the optionee is employed by the Company or
within twelve months after termination by reason of death, within twelve
months after the date of disability, or within ten days after termination for
any other reason.
The Company may assist optionees in paying the exercise price of
options granted under the Plans by either the extension of a loan by the
Company for payment by the optionee of the exercise price in
installments, or a guarantee by the Company of a loan obtained by the
optionee from a third party. The terms of any loan, installment payments
or guarantees, including the interest rate and terms of repayment and
collateral requirements, if any, shall be determined by the Board of
Directors in its sole discretion.
The Company issued options under the 1995 ISO Plan to
purchase 100,000 shares of Common Stock to certain key employees and
options to purchase 164,000 shares to its four executive officers, Joseph
W. Zerbib, Thierry E. Zerbib, Michael F. Zerbib and Brian H. Loeb in
June 1995. Such options are exercisable commencing September 28,
1995 through September 27, 2000. The exercise price of the options
granted to key employees is $6.00 per share. The exercise price of the
options granted to the executive officers is $6.60 per share. See
"Principal Shareholders" and "Certain Relationships and Related
Transactions."
The Company issued options under the 1996 ISO Plan to
purchase 141,400 shares of Common Stock to certain key employees and
options to purchase 96,000 shares of Common Stock to its four executive
officers, Joseph W. Zerbib, Thierry E. Zerbib, Michael F. Zerbib and
Brian H. Loeb in two grants, one in April 1996 and one in October 1996.
The options granted in April 1996 are exercisable one fourth on April 14,
1997, one fourth on April 14, 1998, one fourth on April 14, 1999, and one
fourth on April 14, 2000. The options granted on October 22, 1996 are
exercisable one fourth on October 22, 1997, one fourth on October 22,
1998, one fourth on October 22, 1999 and one fourth on October 22,
2000.
1995 and 1996 Restricted Stock Plans. The Board of Directors
adopted the 1995 Restricted Stock Plan on February 1, 1995 and the 1996
Restricted Stock Plan on April 15, 1996. The 1995 Restricted Stock Plan
was approved by the stockholders at a Special Meeting of Stockholders
which was held on February 1, 1995. The 1996 Restricted Stock Plan
was approved by the stockholders at the 1996 Annual Meeting held on
August 7, 1996. Under both Restricted Stock Plans, shares of Common
Stock of the Company are reserved, in such amounts as determined by the
Board of Directors, for issuance as part of the total shares reserved under
the Plan described above. The Restricted Stock Plans authorize the grant
of shares of Common Stock to key employees, consultants, researchers
and to members of the Advisory Board. The Restricted Stock Plans are
administered by the Board of Directors or a committee of the Board,
which determines the persons to whom shares of Common Stock will be
granted and the terms of such share grants.
No shares have been granted under the Restricted Stock Plans.
However, the Company anticipates that shares will be granted under the
Restricted Stock Plans by the Compensation Committee from time to time
in the future depending upon the performance of the Company and
availability of unreserved shares under the 1995 and 1996 ISO Plans and
Restricted Stock Plans.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth information, as of April 8, 1997,
with respect to the number of shares of Common Stock of the Company
beneficially owned by individual directors, by all directors and officers of
the Company as a group, and by persons known by the Company to own
more than 5% of the Company's Common Stock. The Company has no
other class of stock outstanding.
<TABLE>
<CAPTION>
<S> <C> <C>
Name of Beneficial Owner Number of Percent of Common
and Address Shares (2)(3) Stock Owned (2)(4)
Thierry E. Zerbib
3216 North Third Street
Phoenix, Arizona 85012 639,500 16.7
Brian H. Loeb and
Irene Loeb
3216 North Third Street
Phoenix, Arizona 85012 639,500 16.7
Michael F. Zerbib
3216 North Third Street
Phoenix, Arizona 85012 641,500 16.8
Joseph W. Zerbib
3216 North Third Street
Phoenix, Arizona 85012 360,750 9.4
Nicolas Zerbib
3216 North Third Street
Phoenix, Arizona 85012 293,750 7.7
Cecile Silverman
3216 North Third Street
Phoenix, Arizona 85012 2,000 (1)
Kalvan Swanky
4725 North 33rd Street
Phoenix, Arizona 85018 2,000 (1)
All directors and
officers as a group
(six persons) 2,579,500 67.3
<F1>
Less than 1%.
<F2>
Includes 41,000 shares of Common Stock which are issuable
upon exercise of stock options the Company granted to each of
the following: Joseph W. Zerbib, Thierry E. Zerbib, Michael F.
Zerbib and Brian H. Loeb. Such options were exercisable
commencing September 28, 1995 through September 27, 2000 to
purchase shares of Common Stock at a price of $6.60 per share.
See "Option Grants in 1996 Fiscal Year" and "Stock Option and
Restricted Stock Plans."
<F3>
Includes 1,000 shares of Common Stock which are issuable upon
exercise of stock options which the Company granted each to
Cecile Silverman and Kalvan Swanky in April 1996. The options
are exercisable at a price of $4.75 per share through April 15,
2001 and were not issued pursuant to any stock option plan of the
Company. Also includes 1,000 shares of Common Stock which
are issuable upon exercise of stock options which the Company
granted each to Cecile Silverman and Kalvan Swanky in October
1996. These options are exerciseable at a price of $3.00 per
share through October 22, 2001, and were not issued pursuant to
any stock option plan of the Company.
<F4>
Includes 41,000 shares of Common Stock which are issuable to
each of Joseph W. Zerbib, Michael F. Zerbib, Thierry E. Zerbib
and Brian H. Loeb upon exercise of stock options exercisable
commencing September 28, 1995 through September 27, 2000 to
purchase shares of Common Stock at a price of $6.60 per share
and 16,000 shares of Common Stock which are issuable to each
of the aforementioned individuals upon exercise of stock options
which become exerciseable one fourth on April 14, 1997, one
fourth on April 14, 1998, one fourth on April 14, 1999, and one
fourth on April 14, 2000 and expire on August 6, 2001 for a price
of $5.23 per share. Also includes 10,000 shares of Common
Stock issuable to Joseph W. Zerbib, 5,000 shares of Common
Stock issuable to each of Thierry E. Zerbib and Brian H. Loeb,
and 12,000 shares of Common Stock issuable to Michael F.
Zerbib upon exercise of stock options which become exerciseable
one fourth on October 22, 1997, one fourth on October 22, 1998,
one fourth on October 22, 1999, and one fourth on October 22,
2000 and expire on October 22, 2001 at a purchase price of
$3.30 per share.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.
Certain Transactions
The Company leases 13,500 square feet of office space from
Joseph W. Zerbib, an officer, director and principal shareholder of the
Company. The Company's obligations under the terms of the lease
agreement were approximately $84,390 for fiscal 1995. The Company
leased this office in fiscal 1996 on a month-to-month basis at a rate of
$6,978 per month. Such lease was extended on the same terms and
conditions through December 1997. The Company believes that the
foregoing lease rate is no less favorable than it could obtain from an
unaffiliated third party for comparable space.
The Board of Directors has adopted a policy that provides that all
transactions between the Company and its executive officers, directors,
employees and affiliates are subject to the approval of a majority of
disinterested directors of the Board of Directors and will be on terms that
are no less favorable to the Company than those that could be negotiated
with unaffiliated parties.
The Company retired approximately $280,000 of debt which the
Company owed to First Interstate Bank of Arizona out of a portion of the
proceeds of its June 1995 initial public offering. Joseph W. Zerbib,
Thierry E. Zerbib, Michael F. Zerbib and Brian H. Loeb had personally
guaranteed payment of this obligation and therefore received a benefit to
such extent upon the Company's payment of the loan.
The Company has entered into one-year employment agreements
with Joseph W. Zerbib, Thierry E. Zerbib, Michael F. Zerbib and Brian
H. Loeb in their respective capacities. See note 2 to "Summary
Compensation Table."
The Company issued options to purchase a total of 164,000
shares of Common Stock to Joseph W. Zerbib, Thierry E. Zerbib,
Michael F. Zerbib and Brian H. Loeb in fiscal 1995 under the 1995
Incentive Stock Option Plan. Such options were divided equally among
the four individuals. In April 1996 the Company also granted options
under the 1996 Incentive Stock Option Plan to purchase 64,000 shares of
Common Stock to the same four individuals in equal proportions, such
grants became effective upon approval of the Plan by the shareholders at
the 1996 Annual Meeting of Shareholders on August 7, 1996. These
options are exercisable at a price of $5.23 per share for a term of five
years after their effective date. Also, in April 1996 the Company granted
options to Cecile Silverman and Kalvan Swanky exercisable to purchase
1,000 shares of Common Stock at a price of $4.75 per share through
April 15, 2001. Finally, in October 1996 the Company granted options to
purchase Common Stock under the 1996 Incentive Stock Option Plan to
purchase 10,000 shares in the case of Joseph W. Zerbib, 5,000 shares
each to Thierry E. Zerbib and Brian H. Loeb and 12,000 shares to
Michael F. Zerbib. See "Option Grants in 1996 Fiscal Year," "Stock
Option and Restricted Stock Plans," and "Item 11. Security Ownership of
Certain Beneficial Owners and Management."
Policy Regarding Transactions
Management believes that all of its existing transactions with
affiliates are on terms no less favorable than could have been obtained
from unaffiliated parties. The Board of Directors has adopted a policy
that all future material transactions and loans between the Company and
its executive officers, directors, employees and affiliates will be subject to
the approval of the majority of independent and disinterested directors and
that such transactions and loans, and any forgiveness of loans, will be on
terms that are no less favorable to the Company than those that are
generally available from unaffiliated third parties.
ITEM 13. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES AND REPORTS ON FORM 8-K.
(a) Exhibits
None.
(b) Current Reports on Form 8-K
The Company filed no reports on Form 8-K during the last
quarter of the fiscal year ended November 30, 1996.
SIGNATURES
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.
TELESOFT CORP.
Dated: April 10, 1997 By /s/ Joseph W. Zerbib
Joseph W. Zerbib,
President and Principal
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.
Signature and Title
Date
/s/ Joseph W. Zerbib April 10, 1997
Joseph W. Zerbib,
President, Principal Executive Officer and Director
/s/ Thierry E. Zerbib April 10, 1997
Thierry E. Zerbib, Vice President - Technologies,
Secretary and Director
/s/ Brian H. Loeb April 10, 1997
Brian H. Loeb, Vice President - Marketing,
Sales and Operations and Director
/s/ Michael F. Zerbib April 10, 1997
Michael F. Zerbib, Chief Financial Officer
Treasurer and Director
/s/ Cecile Silverman April 10, 1997
Cecile Silverman, Director
/s/ Kalvan Swanky April 10, 1997
Kalvan Swanky, Director
</TABLE>
