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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/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 December 31, 2000
[ ] 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 000-25132
ICHOR Corporation
(Exact name of Registrant as specified in its charter)
Delaware 25-1741849
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
50-52 Av du Chanoine Cartellier
Saint-Genis Laval, France 69230
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(Address of principal executive offices) (Postal Code)
Registrant's telephone number, including area code: 011-33-472-395209
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
(Title of Class)
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. [X]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant was approximately $6,049,976 as of March 9, 2001, computed on the
basis of the average of the bid and ask prices on such date.
As of March 9, 2001, there were 8,165,830 shares of the Registrant's Common
Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference into the
indicated Part of this Form 10-K/A:
(1) Form 10-K for the fiscal year ended December 31, 2000, filed by the
registrant on March 14, 2001 (Parts I, II and IV).
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INTRODUCTORY NOTE
This Form 10-K/A has been prepared in order to amend Part III of ICHOR
Corporation's (the "Company") Form 10-K (the "Original Form 10-K") filed with
the Securities and Exchange Commission (the "SEC") on March 14, 2001. The
Company intended to incorporate the information required in Part III of the
Original Form 10-K from its definitive Proxy Statement, which was expected to be
filed with the SEC within 120 days after the end of the Company's fiscal year
ended December 31, 2000. The Company is filing this Form 10-K/A to provide the
information required by Part III (Items 10, 11, 12 and 13) of the Original Form
10-K since the Company's definitive Proxy Statement was not filed within 120
days after the end of such fiscal year.
FORWARD-LOOKING STATEMENTS
Statements in this report, to the extent they are not based on
historical events, constitute forward-looking statements. Forward-looking
statements include, without limitation, statements regarding the outlook for
future operations, forecasts of future costs and expenditures, evaluation of
market conditions, the outcome of legal proceedings, the adequacy of reserves,
or other business plans. Investors are cautioned that forward-looking statements
are subject to an inherent risk that actual results may vary materially from
those described herein. Factors that may result in such variance, in addition to
those accompanying the forward-looking statements, include changes in interest
rates, prices, and other economic conditions; actions by competitors; natural
phenomena; actions by government and regulatory authorities; uncertainties
associated with legal proceedings; technological development; future decisions
by management in response to changing conditions; and misjudgments in the course
of preparing forward-looking statements.
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ICHOR CORPORATION
FORM 10-K/A
TABLE OF CONTENTS
PAGE
----
PART I
Item 1. Business 1
Item 2. Properties 1
Item 3. Legal Proceedings 1
Item 4. Submission of Matters to a Vote of Security Holders 1
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters 1
Item 6. Selected Financial Data 1
Item 7. Management's Discussion and Analysis of Results of Operations 1
and Financial Condition
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 1
Item 8. Financial Statements and Supplemental Data 2
PART III
Item 9. Changes in and Disagreements with Accountants on Accounting and 2
Financial Disclosure
Item 10. Directors and Executive Officers of the Registrant 3
Item 11. Executive Compensation 5
Item 12. Security Ownership of Certain Beneficial Owners and Management 6
Item 13. Certain Relationships and Related Transactions 8
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 9
SIGNATURES 12
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PART I
ITEM 1. BUSINESS
The information required by this Item is incorporated by reference to Item 1 of
the Original Form 10-K.
ITEM 2. PROPERTIES
During the year 2000, the Corporation's office was located on leased premises in
Dublin, Ireland, but has since been moved to Saint-Genis Laval, France.
ITEM 3. LEGAL PROCEEDINGS
The information required by this Item is incorporated by reference to Item 3 of
the Original Form 10-K.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to security holders for a vote during the fourth
quarter of the Company's fiscal year ended December 31, 2000.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated by reference to Item 5 of
the Original Form 10-K.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is incorporated by reference to Item 6 of
the Original Form 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The information required by this Item is incorporated by reference to Item 7 of
the Original Form 10-K.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this Item is incorporated by reference to Item 7A of
the Original Form 10-K.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
The financial statements and supplemental financial data required by this Item
are incorporated by reference to Item 8 of the Original Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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PART III
ITEM 10. Directors and Executive Officers of the Registrant
The number of directors of the Company is established at five. The
number of directors was increased from three to five by a unanimous written
consent of the Board of Directors of the Company dated June 15, 2001 in
accordance with the Company's bylaws.
The Board of Directors is divided into three classes. Pursuant to the
bylaws of the Company and as a result of the increase in the number of
directors, two (2) directors will serve until the Annual Meeting in 2002, of
which one (1) is to be elected at the annual meeting in 2001 to be held on July
19, 2001 (the "2001 Annual Meeting"), one (1) director will serve until the
Annual Meeting in 2003, and two (2) directors will serve until the Annual
Meeting in 2004, both of which are to be elected at the 2001 Annual Meeting.
DIRECTORS AND OFFICERS
The following table sets forth information regarding each nominee for
election as a Director, each Director whose term of office will continue after
the 2001 Annual Meeting and the officers of the Company.
Expiration of Term
Name Current Position with the Company Age as a Director
---- --------------------------------- --- ------------------
Pierre-Francois Serres Chief Executive Officer, President and 51 2003
Director (appointed March 2001)
Patrice Pactol (1) Director (appointed March 2001) 40 2001(1)
John M. Musacchio Chief Financial Officer, Secretary and 53 2002
Director (appointed May 2001)
Robert Demers (2) -- 63 2004 (2)
Michael K. Allio (2) -- 37 2004 (2)
(1) Nominee for Class 2 Director whose term would expire in 2002
(2) Nominee for Class 1 Director whose term would expire in 2004
Dr. Pierre-Francois Serres became the chief executive officer,
president and a director of the Company on March 28, 2001. From 1990 on, Dr.
Serres was the chief executive officer and president of Hippocampe S.A., a
French human and veterinary research and development company which he founded.
He is also the founder and co-manager of Scericia S.C.E.R., which performs
studies and research in clinical immunology. Prior to that he worked as a
scientific manager at Indicia Diagnostics S.A.
Patrice Pactol became a director of the Company on March 28, 2001. From
1995 on, Mr. Pactol was a director and the coordinator for bioinformatics and
computing of Hippocampe S.A.,
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a French human and veterinary research and development company. Prior to that he
was a consultant in the field of veterinary and human biology and a sales
executive for a pharmaceutical company.
John M. Musacchio has been the Company's secretary and a director since
May 15, 2001. Mr. Musacchio is currently the Vice President of MFC Bancorp Ltd.,
an independent financial services group which beneficially owns 23.3% of the
Company's outstanding common stock. Mr. Musacchio has held this position since
1997. From 1992 to 1997 he was the president, director and chief operating
officer of PDG Remediation, Inc. He has 25 years of industrial and professional
service business operating experience on an international scale. His positions
included principal, director and officer in private and publicly traded
companies. His management experience includes the segments of operations,
marketing, corporate development and planning.
Robert Demers is a securities attorney with 40 years of experience.
Since 1992, Mr. Demers has been the president of the Demers Counseil, Inc., a
member of the Montreal Exchange, the Toronto Stock Exchange and the Investment
Dealer Association of Canada, which was founded by Mr. Demers in 1992. Prior to
this, he served as the president of Maison Placements Canada Inc., an
institutional research firm. He has served as the chairman of the Quebec
Securities Commission and as president and governor of the Montreal Stock
Exchange. He is currently serving as a director of a public Canadian company and
numerous private companies. Mr. Demers also serves as a director for several
non-profit organizations.
Michael K. Allio is an independent business consultant concentrating on
advising his clients on strategic, business development and process improvement
projects. From 1995 to 2000 he was the vice-president and principal of TracRac
Incorporated, a design and fabrication company. Prior to that he was the vice
president and senior consultant of Robert J. Allio & Associates, Inc., a
management consulting firm, and Manager of Creative Promotions for Revlon
Incorporated.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934, as amended
(the "Exchange Act") requires that the Company's officers and directors, and
persons who own more than 10% of a registered class of the Company's equity
securities, file reports of ownership and changes of ownership with the
Securities and Exchange Commission (the "SEC"). Officers, directors and greater
than 10% shareholders are required by SEC regulation to furnish the Company with
copies of all such reports they file.
Based solely on the review of the copies of such reports received by
the Company, the Company believes that, with respect to its fiscal year ended
December 31, 2000, all of its executive officers, directors and 10% shareholders
filed all required reports under Section 16(a) in a timely manner.
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ITEM 11. Executive Compensation
COMPENSATION OF DIRECTORS
Employee directors are not compensated in their role as directors. The
outside directors of the Company receive $1,500 for each meeting they attend,
plus reimbursement for their actual expenses incurred in attending such
meetings. In addition, pursuant to the ICHOR Corporation 2001 Stock Option Plan
(the "Stock Option Plan") proposed to be adopted by the stockholders at the 2001
Annual Meeting and described in the Company's Proxy Statement filed with the SEC
on June 22, 2001, directors would be entitled to receive stock option grants
pursuant to the terms and provisions of such plan.
During the fiscal year ended December 31, 2000, no options were granted
to directors under any Company stock option plan.
EXECUTIVE COMPENSATION
The following table sets forth for the last three fiscal years
information on the annual compensation for the Company's chief executive officer
as of December 31, 2000 (the "CEO" or the "Named Executive Officer"). No
executive officer received aggregate annual remuneration from the Company in
excess of $100,000 during the fiscal year ended December 31, 2000.
Summary Compensation Table
Long Term
Annual Compensation Compensation
------------------------------------------- --------------------------------
Securities
Name and Other Annual Underlying All Other
Principal Position Year Salary ($) Bonus ($) Compensation ($) Options/SAR (#) Compensation
------------------ ---- ---------- --------- ---------------- --------------- ------------
Jim Soo Choi (1) 2000 0 0 0 0 0
1999 0 0 0 0 0
1998 0 0 0 0 0
(1) Mr. Choi was the President of the Company from December 1999 to March 28,
2001 and was replaced by Dr. Pierre-Francois Serres, who became the President
and CEO of the Company on March 28, 2001.
EMPLOYMENT AGREEMENTS
On May 3, 2001, Dr. Pierre-Francois Serres entered into an employment
agreement (the "Employment Agreement") with the Company, pursuant to which he
receives a monthly salary of fifty thousand French Francs (50,000 FRF) and
normal benefits. In addition, Dr. Serres may participate in the Stock Option
Plan (assuming it is adopted by the Stockholders), as well as receive
discretionary bonuses as approved by the Board of Directors of the Company. The
Employment Agreement, which is governed by French law, provides for continuation
payment of Dr. Serres' base salary for a period of 24 months in the event Dr.
Serres is dismissed by the
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Company (except where such dismissal is for "Cause" (as defined in the
Employment Agreement)), dies or resigns as a result of a change in the control
of the Company.
STOCK OPTIONS
No stock options were granted to the CEO during 2000, nor does the CEO
hold any outstanding options.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the
beneficial ownership of the Company's common stock as of June 4, 2001 by: (i)
all persons known by the Company to beneficially own more than five percent of
the Company's outstanding common stock; (ii) each of the Company's executive
officers, directors and nominees; and (iii) all executive officers and directors
as a group. The following is based solely on statements filed with the SEC or
other information the Company believes to be reliable.
Name and Address of Amount and Nature of Percent of
Beneficial Owner Title of Class Beneficial Ownership Class
---------------- -------------- --------------------- ----------
MFC Bancorp Ltd. Common Shares 12,315,833(1)(2) 23.3%
17 Dame Street
Dublin 2, Ireland
Sutton Park International Ltd. Common Shares 2,597,060 5.6%
P.O. Box 146, Road Town
Tottola, British Virgin Islands
MFC Merchant Bank S.A Common Shares 9,718,773(3) 18.4%
6, Cours de Rive
1211 Geneva 3, Switzerland
Aralis Participations S.A Common Shares 9,124,482 19.8%
Les Avouillons 4
CH-1196 Gland VD, Switzerland
Martine Reindle Common Shares 13,415,847(4) 31.1%
CP 18
CH - 1295 Mies, Switzerland
Ernst Luebke Common Shares 10,374,353(4) 22.5%
Route du Muids
CH - 1273 Arzier, Switzerland
Pierre-Francois Serres (5) Common Shares 13,168,431(6) 28.6%
Chief Executive Officer, President and
Director
Eric Turcotte(5)(7) -- -- --
Chief Financial Officer, Secretary and
Director
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Name and Address of Amount and Nature of Percent of
Beneficial Owner Title of Class Beneficial Ownership Class
---------------- -------------- --------------------- ----------
Patrice Pactol(5) Common Shares 2,137,151 4.6%
Director
John M. Musacchio(5)(8) Common Shares 120,050(9) 0.3%
Chief Financial Officer, Secretary and
Director
Robert Demers -- -- --
Director Nominee
Michael K. Allio -- -- --
Director Nominee
All executive officers and directors as a Common Shares 15,425,632(6) (9) 33.4%
group (4 persons) (9)
------------------
(1) Represents shares of the Company's common stock indirectly owned
through Sutton Park International Ltd., a wholly-owned subsidiary of
MFC Bancorp Ltd.
(2) Includes 2,988,174 shares of the Company's common stock and 6,730,599
share purchase warrants, each of which entitles the holder to purchase
one share of the Company's common stock, indirectly owned through MFC
Merchant Bank S.A. ("MFC Bank"), a wholly-owned subsidiary of MFC
Bancorp Ltd.
(3) Includes 2,988,174 shares of the Company's common stock and 6,730,599
share purchase warrants, each of which entitles the holder to purchase
one share of the Company's common stock.
(4) Includes 9,124,482 shares of the Company's common stock owned by Aralis
Participations S.A. Martine Reindle is the Chairperson and a member of
the Board of Directors, and owns 44.9% of the outstanding voting shares
of Aralis Participations S.A. Ernest Luebke is an officer and a member
of the Board of Directors, and owns 32.3% of the outstanding voting
shares of Aralis Participations S.A. As a result, Mr. Reindle and Mr.
Luebke may be deemed to have or share voting and/or investment power
over the shares of the Company's common stock owned by Aralis
Participations S.A.
(5) C/O ICHOR Corporation 50 - 52 Av du Chanoine Cartellier, 69230
Saint-Genis Laval, France
(6) Includes 2,039,038 shares of the Company's common stock beneficially
owned by Martine Reindle but held in usufrucht by Pierre-Francois
Serres and as to which Dr. Serres has voting power.
(7) Mr. Turcotte resigned from all of his positions with the Company
effective May 15, 2001.
(8) Mr. Musacchio was appointed as Chief Financial Officer, Secretary and a
Director of the Company to fill the vacancies resulting from Mr.
Turcotte's resignations.
(9) Includes 120,000 shares of the Company's common stock which Mr.
Musacchio presently has the right to acquire pursuant to vested stock
options granted to Mr. Musacchio under the Company's 1994 Stock Option
Plan.
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ITEM 13. Certain Relationships and Related Transactions
MFC Bank is a wholly-owned subsidiary of MFC Bancorp Ltd., which
currently beneficially owns approximately 23.3% of the outstanding shares of the
Company's common stock. Pursuant to certain agreements (the "Bank Agreements")
made between Hippocampe S.A. ("Hippocampe") and MFC Bank, MFC Bank acted as an
advisor to the Company in a share exchange (the "Share Exchange") that became
effective on March 28, 2001 pursuant to two separate Share Exchange Agreements
(the "Share Exchange Agreements"), both dated December 13, 2000, among the
Company and the shareholders of Hippocampe. Pursuant to the Share Exchange
Agreements, the Company acquired approximately 99.9% of the outstanding shares
of Hippocampe in consideration of an aggregate of approximately 33,311,398
shares of the Company's common stock, representing approximately 72% of the
currently issued and outstanding shares of the Company's common stock. MFC Bank
received a monthly retainer fee of Euro 10,000 for a period of nine months in
respect thereof, as well as 2,017,854 shares of the Company's common stock
issued or issuable in connection with the Share Exchange. MFC Bank also provided
a credit facility to Hippocampe in connection with which MFC Bank has received a
credit facility fee in the amount of Euro 130,000 as well as share purchase
warrants which entitle MFC Bank to purchase up to approximately 6,730,599 shares
of the Company's common stock, subject to final adjustment, at an exercise price
of approximately Euro 0.2319 and for a period expiring on July 31, 2003.
The Company assumed the rights and obligations of Hippocampe under the
Bank Agreements effective upon the closing of the Share Exchange. Pursuant to
the Bank Agreements, MFC Bank has agreed to attempt to raise additional capital
on a best efforts basis to fund working capital requirements following the Share
Exchange. MFC Bank will be paid customary fees and expenses, and will receive
additional share purchase warrants, in connection with the provision of these
services. MFC Bank will have a right of first refusal until 24 months after the
closing of the Share Exchange on any financing and capital raising activities of
the Company.
MFC Bank also will act as the trustee under the Voting and Exchange
Trust Agreement dated March 28, 2001 among the Company, 6543 Luxembourg S.A., a
company established under the laws of Luxembourg, and MFC Bank. MFC Bank will be
paid customary fees and expenses in relation thereto for its services as
trustee.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
----------------------------
The following financial statements of the registrant are incorporated
by reference to pages 15 to 23 of the Original Form 10-K and the report of
independent public accountants is incorporated by reference to page 14 of the
Original Form 10-K:
Balance sheets as of December 31, 1999 and 2000
Statements of Operations for the years ended December 31, 1998, 1999 and 2000
Statements of Changes in Shareholders' Equity for the years ended December 31,
1998, 1999 and 2000
Statements of Cash Flows for the years ended December 31, 1998, 1999 and 2000
2. Financial Statement Schedules
--------------------------------------
The following financial statement schedules should be read in
conjunction with the financial statements incorporated by reference to pages 15
to 23 of the Original Form 10-K. All other schedules are omitted because they
are not applicable or the required information is shown in the financial
statements or notes thereto.
The following items are incorporated by reference to pages 24 to 25 of the
Original Form 10-K:
Report of Independent Public Accountants on Supplemental Schedules
Financial Statement Schedules:
Valuation and Qualifying Accounts for the three years ended
December 31, 2000.
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3. Exhibits:
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2.1 Agreement and Plan of Merger dated October 1, 1996 between ICHOR
Corporation and PDG Remediation, Inc. Incorporated by reference to the
Company's Schedule 14C dated September 17, 1996.
3(i) Certificate of Incorporation(1).
3(i) Certificate of Designations. Incorporated by reference to the Company's
Form 8-K dated March 12, 1998.
3(i) Certificate of Designations. Incorporated by reference to the Company's
Form 8-K dated December 7, 1999.
3(ii) Bylaws(1).
10.1 Amended 1994 Stock Option Plan(2).
10.2 1995 Qualified Incentive Stock Option Plan(2).
10.3 Loan Agreement dated January 15, 1997 among Drummond Financial
Corporation, the Company and ICHOR Services, Inc.(1).
10.4 Purchase Agreement between the Company and the majority shareholders of
Nazca Holdings, Ltd. dated October 17, 1998(3).
10.5 Amendment to the Agreement between the Company and the majority
shareholders of Nazca Holdings Ltd. dated October 17, 1998.
Incorporated by reference to the Company's Form 8-K/A dated April 9,
1999.
10.6 Revised Purchase Agreement between the Company and the majority
shareholders of Nazca Holdings Ltd. dated July 28, 1999. Incorporated
by reference to the Company's Form 8-K/A dated August 12, 1999.
10.7 Debt Settlement Agreement between the Drummond Financial Corporation
and the Company dated November 30, 1999. Incorporated by reference to
the Company's Form 8-K dated December 7, 1999.
10.8 Agreement between the Company and Maarten Reidel dated for reference
May 15, 2000. Incorporated by reference to the Company's Form 8-K/A
dated August 9, 2000.
10.9 Share Exchange Agreement between the Company and certain shareholders
of Hippocampe S.A. dated for reference December 13, 2000(4)
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3. Exhibits:
------------------
10.10 Share Exchange Agreement between the Company and certain shareholders
of Hippocampe S.A. dated for reference December 13, 2000(4)
10.11 Preferred Stock Redemption and Conversion Agreement between the Company
and Sutton Park International Ltd. dated for reference December 21,
2000. Incorporated by reference to a Schedule 13 D/A dated January 2,
2001.
10.12 Preferred Stock Conversion Agreement between the Company and Med Net
International Ltd. dated for reference December 21, 2000(5).
10.13 Preferred Stock Conversion Agreement between the Company and Dresden
Papier GmbH dated for reference December 21, 2000(5).
10.14 Assignment Agreement among the Company, Hippocampe S.A. and MFC
Merchant Bank S.A. dated for reference December 29, 2000. Incorporated
by reference to the Company's Preliminary Schedule 14C dated
January 21, 2001.
23 Consent of Independent Auditors(5).
----------------
(1) Incorporated by reference to the Company's Form 10-K dated January 31, 1996
for the fiscal year ended December 31, 1995.
(2) Incorporated by reference to the Company's Definitive Schedule 14A dated
July 8, 1996.
(3) Incorporated by reference to the Company's Form 8-K dated October 20, 1998.
(4) Incorporated by reference to the Company's Form 8-K dated December 27,
2000.
(5) Incorporated by reference to the Company's Form 10-K filed with the
Securities and Exchange Commission on March 14, 2001.
(b) Reports on Form 8-K:
Form 8-K dated December 27, 2000.
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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.
Dated: June 22, 2001 ICHOR CORPORATION
By: /s/ Pierre-Francois Serres
----------------------------------------
Chief Executive Officer, President and
Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ Pierre-Francois Serres June 22, 2001
----------------------------------
Chief Executive Officer, President
and Director
/s/ John M. Musacchio June 22, 2001
---------------------------------
Chief Financial Officer, Secretary
and Director
/s/ Patrice Pactol June 22, 2001
--------------------------------------
Director
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