SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
Form 10-K/A
Amendment No. 1
(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, 2004
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For The Transition Period From ____________ to ____________
EARTHSHELL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 77-0322379
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3916 State St., Suite 110
Santa Barbara, CA 93105
(805)563-7590
(Address, including zip code, and telephone number, including area code,
of principal executive offices)
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 $0.01 per share
(title of each class)
Indicate by check mark whether the issuer (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 issuer
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 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 issuer'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. |_|
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2). Yes |X| No |_|
The aggregate market value of common stock held by non-affiliates as of
June 30, 2004 was $28,681,801.
The number of shares outstanding of the Registrant's Common Stock as of
March 31, 2005 was $18,391,065.
1
Documents Incorporated by Reference:
None.
EXPLANATORY NOTE
Earthshell Corporation (the "Company") is filing this Amendment No. 1 on
Form 10-K/A (this "Amendment") to the Company's Annual Report on Form 10-K for
the year ended December 31, 2004 pursuant to an exemptive order issued by the
Securities and Exchange Commission (Release No. 34-50754) to include
management's annual report on the Company's internal control over financial
reporting and the required attestation report of the Company's independent
registered public accounting firm.
As a result of this Amendment, (1) Item 9A has been amended to include
updated disclosure, (2) the certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 filed as exhibits to the original filing have been
re-executed and re-filed as of the date of this Amendment No. 1, and (3)
management's annual report on internal control over financial reporting and the
related attestation report of the Company's independent registered public
accounting firm have been included immediately following Item 7.
This Amendment also amends and restates the first full paragraph under the
subheading "Critical Accounting Estimates" in Part II, Item 7, entitled,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations". Except for the amendments described above and set forth below, this
Amendment No. 1 does not modify or update the Company's previously reported
financial statements and other financial disclosures in, or exhibits to, the
original filing. Unaffected items have not been repeated in this Amendment No.
1.
ITEM 7. MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
The first full paragraph under the subheading "Critical Accounting Estimates" us
amended and restated as follows:
Going Concern Basis. The consolidated financial statements have been prepared on
a going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company has
incurred significant losses since inception, has minimal revenues and has a
working capital deficit of $7,289,431 at December 31, 2004. These factors, along
with others, may indicate that the Company will be unable to continue as a going
concern for a reasonable period of time. The Company will have to raise
additional funds to meet its current obligations and to cover operating expenses
through the year ending December 31, 2005. If the Company is not successful in
raising additional capital, it may not be able to continue as a going concern
for a reasonable period of time. Management plans to address this need by
raising cash through either the sale of licenses, the generation of royalty
revenues or the issuance of debt or equity securities. In addition, the Company
expects cash to be generated in 2005 through royalty payments from licensees.
However, the Company cannot assure that additional financing will be available
to it, or, if available, that the terms will be satisfactory, that it will
receive any royalty payments in 2005. Management will also continue in its
efforts to reduce expenses, but cannot assure that it will be able to reduce
expenses below current levels. The consolidated financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts or the amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going concern.
The following text is to appear immediately after Item 7.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Management of EarthShell is responsible for establishing and
maintaining adequate internal control over financial reporting and for the
assessment of the effectiveness of internal control over financial reporting. As
defined by the SEC, internal control over financial reporting is a process
designed by, or supervised by, the Company's principal executive and principal
financial officers, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements in accordance
with generally accepted accounting principles.
The Company's internal control over financial reporting is supported by
written policies and procedures, that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the Company's assets; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the Company are being made only in accordance with
authorizations of the Company's management and directors; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company's assets that could have a
material effect on the financial statements.
2
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
A material weakness is a significant deficiency (within the meaning of
PCAOB Auditing Standard No. 2), or a combination of significant deficiencies,
that results in there being more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected on a timely basis by employees in the normal course of their
assigned functions.
In making its assessment of internal control over financial reporting,
management used the framework set forth in the report entitled "Internal
Control--Integrated Framework" published by the Committee of Sponsoring
Organizations ("COSO") of the Treadway Commission to evaluate the effectiveness
of the Company's internal control over financial reporting. Because of the
material weaknesses described below, management believes that, as of December
31, 2004, the Company did not maintain effective internal control over financial
reporting based on those criteria.
The Company's independent auditors have issued an attestation report on
management's assessment of the Company's internal control over financial
reporting. That report appears on page 6.
During 2004, the Company operated with a significantly reduced number of
personnel compared to prior years. The Company's management has implemented and
documented internal control over financial reporting which it believed would be
considered sufficient, given the resources available to it. However, during the
fourth quarter of 2004, the Company's Controller resigned, and has not been
replaced to this date, leaving the Company's Chief Financial Officer as the only
accounting professional employed by the Company. This resulted in the loss of
segregation of responsibilities that are typical to effective financial
reporting control methodology. The Company has employed certain mitigating
controls designed to offset the inherent control weaknesses that result from a
lack of segregation of responsibilities.
Material Weaknesses Identified
The Company's assessment of its internal control over financial reporting
identified the following material weaknesses:
o The Company has inadequate segregation of critical duties within
each of its accounting processes and a lack of sufficient monitoring
controls over these processes to mitigate this risk. The
responsibilities assigned to one employee include maintaining the
vendor master file, processing payables, creating and voiding
checks, reconciling bank accounts, making bank deposits and
processing payroll.
3
o The departure of the Company's Controller in November 2004 resulted
in the accounting and reporting functions being centralized under
the Chief Financial Officer, with no additional personnel in the
Company having an adequate knowledge of accounting principles and
practices. As a result, transactions have not been recorded in a
timely manner and the recording of several adjustments to the
financial statements that were considered material to the financial
position at December 31, 2004 and results of operations for the year
then ended.
o There are weaknesses in the Company's information technology
controls which makes the Company's financial data vulnerable to
error or fraud. Specifically, there is a lack of documentation
regarding the roles and responsibilities of the IT organization,
lack of security management and monitoring and inadequate
segregation of duties involving IT functions.
Additionally, at the conclusion of our independent auditor's examination
of the Company's internal control over financial reporting, our independent
auditor noted several other areas of operations which could be improved. Our
auditors did not believe these items constituted material weaknesses.
Remediation Steps to Address the Material Weaknesses
In consultation with its independent auditors, as of the date of this
report, the Company has begun taking the following remediation steps, among
others, to enhance its internal control over financial reporting and reduce
control deficiencies in general, including the material weaknesses enumerated
above:
o management is actively seeking qualified candidates to perform the
Controller responsibilities;
o management has engaged an outside firm to perform the Internal Audit
functions. This outside firm will report to the Audit Committee of
the Board of Directors; and
o management employs an outside firm to monitor and maintain the
Company's information systems. This group will be directed to
develop and implement Company-wide information management control
procedures.
4
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures.
The Company's Chief Executive Officer and Chief Financial Officer
evaluated the effectiveness of the Company's disclosure controls and procedures
(as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act) as of the end of the period covered by this Report (the "Evaluation Date").
Based on such evaluation, such officers concluded that, as of the Evaluation
Date, the Company's disclosure controls and procedures were effective in
ensuring that (i) information required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC's rules
and forms and (ii) information required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act is accumulated and
communicated to the Company's management, including its principal executive and
principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure.
(b) Changes in Internal Control Over Financial Reporting.
During the Company's last fiscal quarter, no changes in the Company's
internal control over financial reporting came to management's attention that
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting. However, as permitted under
Release No. 50754 dated November 30, 2004, the Company has included
management's annual report on internal control over financial reporting and the
related attestation report of the Company's registered public accounting firm in
this amendment to the Company's annual report on Form 10-K/A. See "Report of
Independent Registered Public Accounting Firm on Internal Control Over Financial
Reporting" and Management's Report on Internal Control Over Financial Reporting
on pages 2 and 6, respectively.
5
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Earthshell Corporation:
We have audited management's assessment, included in the accompanying
"Management's Annual Report on Internal Controls over Financial Reporting," that
Earthshell Corporation (the "Company") did not maintain effective internal
control over financial reporting as of December 31 ,2004, because of the effect
of pervasive material weaknesses in the design and operation of the Company's
system of internal controls, based on criteria established in Internal
Control--Integrated Framework issued by the Committee of Sponsoring Organization
of the Treadway Commission (COSO). The Company's management is responsible for
maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting.
Our responsibility is to express an opinion on management's assessment and an
opinion on the effectiveness of the company's internal control over financial
reporting based on our audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating management's assessment, testing
and evaluating the design and operating effectiveness of internal control, and
performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our
opinion.
A company's internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company's internal
control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
6
A material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected. The Company has pervasive material weaknesses in the design and
operation of its system of internal controls over financial reporting. The
following material weaknesses have been identified and included in management's
assessment:
(1) Inadequate segregation of duties involving the authorization,
recording, custody, and periodic reconciliation of accounting transactions.
(2) Insufficient staffing of accounting personnel with adequate knowledge
of accounting principles generally accepted in the United States.
(3) A pervasive lack of general controls over the information technology
system which could have material effect on the financial statements.
These material weaknesses were considered in determining the nature,
timing, and extent of audit tests applied in our audit of the 2004 financial
statements, and this report does not affect our report dated March 4, 2005 on
those financial statements.
In our opinion, management's assessment that Earthshell Corporation did
not maintain effective internal control over financial reporting as of December
31, 2004, is fairly stated, in all material respects, based on criteria
established in Internal Control--Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Also, in our
opinion, because of the effect of the material weakness described above on the
achievement of the objectives of the control criteria, Earthshell Corporation
has not maintained effective internal control over financial reporting as of
December 31, 2004 based on criteria established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
We do not express an opinion or any other form of assurance on
management's statements referring to the corrective actions taken by the Company
after the date of management's assessment.
/s/ Farber & Hass LLP
April 26, 2005
Camarillo, California
7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to its
report to be signed on its behalf by the undersigned, thereunto duly authorized.
EARTHSHELL CORPORATION
By: /s/ Simon K. Hodson
-------------------
Name: Simon K. Hodson
Title: Vice Chairman of the Board and
Chief Executive Officer
Date: May 2, 2005
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 Title Date
---------------------------------------------------------------------------------------------------------------
/s/ Essam Khashoggi Chairman of the Board May 2, 2005
-------------------
Essam Khashoggi
/s/ Simon K. Hodson Vice Chairman of the Board and May 2, 2005
------------------- Chief Executive Officer
Simon K. Hodson (Principal Executive Officer)
/s/ D. Scott Houston Chief Financial Officer and Secretary May 2, 2005
-------------------- (Principal Financial Officer)
D. Scott Houston
/s/ Layla Khashoggi Director May 2, 2005
-------------------
Layla Khashoggi
/s/ Hamlin Jennings Director May 2, 2005
-------------------
Hamlin Jennings
/s/ Walker Rast Director May 2, 2005
-------------------
Walker Rast
8
Exhibit Index
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Exhibit No.
3.1 Amended and Restated Certificate of Incorporation of the Company.(1)
3.2 Amended and Restated Bylaws of the Company.(1)
3.3 Certificate of Designation, Preferences Relative, Participating,
Optional and Other Special Rights of the Company's Series A
Cumulative Senior Convertible Preferred Stock.(1)
4.1 Specimen certificate of Common Stock.(1)
4.2 Form of Warrant to purchase Common Stock dated August 12, 2002.(9)
4.3 Form of Note under Loan Agreement dated as of September 9, 2002
between the Company and E. Khashoggi Industries, LLC.(11)
4.4 Form of Secured Convertible Debenture due March 5, 2006.(13)
4.5 Intellectual Property Security Agreement dated as of March 5, 2003
among the Company, E. Khashoggi Industries, LLC and the investors
signatory thereto.(13)
4.6 Waiver and Amendment to Debentures and Warrants dated as of March 5,
2003 among the Company and the purchasers identified on the
signature pages thereto.(13)
4.7 Exchange Agreement dated as of March 5, 2003 between the Company and
the institutional investor signatory thereto.(13)
10.1 Amended and Restated License Agreement dated February 28, 1995 by
and between the Company and E. Khashoggi Industries("EKI").(1)
10.2 Registration Rights Agreement dated as of February 28, 1995 by and
between the Company and EKI, as amended.(1)
10.3 EarthShell Container Corporation 1994 Stock Option Plan.(1)
10.4 EarthShell Container Corporation 1995 Stock Incentive Plan.(1)
10.5 Form of Stock Option Agreement under the EarthShell Container
Corporation 1994 Stock Option Plan.(1)
10.6 Form of Stock Option Agreement under the EarthShell Container
Corporation 1995 Stock Incentive Plan.(1)
10.7 Warrant to Purchase Stock issued July 2, 1996 by the Company to
Imperial Bank.(1)
10.8 Amended and Restated Technical Services and Sublease Agreement dated
October 1, 1997 by and between the Company and EKI.(1)
10.9 Amended and Restated Agreement for Allocation of Patent Costs dated
October 1, 1997 by and between the Company and EKI.(1)
10.10 Warrant to Purchase Stock issued October 6, 1997 by the Company to
Imperial Bank.(1)
10.11 Warrant to Purchase Stock dated December 31, 1997 by the Company to
Imperial Bank.(1)
10.12 Letter Agreement re Haas/BIOPAC Technology dated February 17, 1998
by and between the Company and EKI.(1)
10.13 Second Amendment to 1995 Stock Incentive Plan of the Company.(1)
10.14 Amendment No. 2 to Registration Rights Agreement dated as of
September 16, 1993.(1)
10.15 Amendment No. 2 to Registration Rights Agreement dated February 28,
1995.(1)
10.16 Employment Agreement dated April 15, 1998 by and between the Company
and Vincent J. Truant.(3)
10.17 First Amendment dated June 2, 1998 to the Amended and Restated
License Agreement by and between the Company and E. Khashoggi
Industries("EKI").(4)
9
10.18 First Amendment to 1995 Stock Incentive Plan of the Company.(5)
10.19 Third Amendment to 1995 Stock Incentive Plan of the Company.(6)
10.20 Fourth Amendment to 1995 Stock Incentive Plan of the Company.(6)
10.21 Lease Agreement dated August 23, 2000 by and between the Company and
Heaver Properties, LLC.(7)
10.22 Settlement Agreement with Novamont dated August 3, 2001.(8)
10.23 Amendment to Common Stock Purchase Agreement dated March 28,
2001.(8)
10.24 Securities Purchase Agreement dated as of August 12, 2002 between
the Company and the investors signatory thereto.(9)
10.25 Amendment #1 to Employment Agreement dated as of May 15, 2002 by and
between the Company and Vince Truant.(10)
10.26 Loan Agreement dated as of September 9, 2002 between the Company and
E. Khashoggi Industries, LLC.(11)
10.27 Second Amendment dated 29 July, 2002 to Amended and Restated License
Agreement between E. Khashoggi Industries, LLC and the Company.(12)
10.28 License and Information Transfer Agreement dated 29 July, 2002
between the Biotec Group and the Company.(12)
10.29 Loan and Securities Purchase Agreement dated as of March 5, 2003
between the Company and the investors signatory thereto.(13)
10.30 Sublicense Agreement dated February 20, 2004 by and between the
Company and Hood Packaging Corporation. (15)
10.31 Operating and Sublicense Agreement dated October 3, 2002 by and
between the Company and Sweetheart Cup Company, Inc. (15)
10.32 First Amendment to Operating and Sublicense Agreement dated July
2003 by and between the Company and Sweetheart Cup Company, Inc.
(15)
10.34 Lease Agreement dated July 2003 between the Company and Sweetheart
Cup Company, Inc. (15)
10.35 First Amendment to Lease Agreement dated December 16, 2003 between
the Company and Sweetheart Cup Company, Inc. (15)
10.37 Sublicense Agreement dated November 11, 2004 by and between the
Company and EarthShell Hidalgo S.A. de C.V.(18)
10
10.38 Standby Equity Distribution Agreement dated as of March 23, 2005
between the Company and Cornell Capital Partners, LP. (16)
10.39 Registration Rights Agreement dated as of March 23, 2005 between the
Company and Cornell Capital Partners, LP. (16)
10.40 Placement Agent Agreement dated as of March 23, 2005 by and among
the Company, Cornell Capital Partners, LP and Sloan Securities
Corporation. (16)
10.41 Security Agreement dated as of March 23, 2005 between the Company
and Cornell Capital Partners, LP. (16)
10.42 Promissory Note dated as of March 23, 2005 issued to Cornell Capital
Partners, LP. (16)
10.43 Meridian Business Solutions Sublicense Agreement dated May 13, 2004.
(17)
10.44 Amended and Restated Debenture Purchase Agreement by and among the
Company, EKI and SF Capital Partners, Ltd. dated September 30, 2004.
(17)
10.45 Amended and Restated Debenture Purchase Agreement by and among the
Company, EKI and Omicron Master Trust dated September 29, 2004. (17)
10.46 Amended and Restated Debenture Purchase Agreement by and among the
Company, EKI and Islandia, Ltd. dated September 29, 2004. (17)
10.47 Amended and Restated Debenture Purchase Agreement by and among the
Company, EKI and Midsummer Investment, Ltd. dated September 29,
2004. (17)
10.48 Conversion Agreement by and among the Company, EKI and RHP Master
Fund, Ltd. dated July 20, 2004. (17)
10.49 Amended and Restated Debenture Purchase Agreement by and among the
Company, EKI and Straus-GEPT L.P. dated September 29, 2004. (17)
10.50 Amended and Restated Debenture Purchase Agreement by and among the
Company, EKI and Straus Partners L.P. dated September 29, 2004. (17)
10.51 Amended and Restated Debenture Purchase Agreement by and among the
Company and EKI dated September 30, 2004. (17)
10.52 Agreement with EKI dated July 16, 2004 to convert debt to equity.
(17)
10.53 Agreement dated September 1, 2004 for conversion of Biotec
indebtedness. (17)
10.54 Stock Purchase Agreement between the Company and Meridian Business
Solutions, LLC dated August 5, 2004. (17)
14.1 EarthShell Corporation Code of Ethics for Directors, Officers and
Employees (15)
16.1 Letter from Deloitte & Touche LLP to the Securities and Exchange
Commission dated July 9, 2003, regarding change in certifying
accountant. (14)
11
31.1 Certification of the CEO pursuant to Rules 13a-14 and 15d-14 under
the Exchange Act, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of the CFO pursuant to Rules 13a-14 and 15d-14 under
the Exchange Act, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
----------
(1) Previously filed, as an exhibit to the Company's Registration Statement on
Form S-1 and amendments thereto, File no. 333-13287, and incorporated
herein by reference.
(2) Previously filed as an exhibit to the Company's quarterly report on Form
10-Q, for the quarter ended March 31, 1998, and incorporated herein by
reference.
(3) Previously filed as an exhibit to the Company's quarterly report on Form
10-Q, for the quarter ended June 30, 1998, and incorporated herein by
reference.
(4) Previously filed as an exhibit to the Company's quarterly report on Form
10-Q, for the quarter ended September 30, 1998, and incorporated herein by
reference.
(5) Previously filed as an exhibit to the Company's annual report on Form
10-K, for the fiscal year ended December 31, 1998, and incorporated herein
by reference.
(6) Previously filed as part of the Company's definitive proxy statement on
Schedule 14A, file no. 000-23567, for its 1999 annual meeting of
stockholders, and incorporated herein by reference.
(7) Previously filed as an exhibit to the Company's annual report on Form
10-K, for the fiscal year ended December 31, 2000, and incorporated herein
by reference.
(8) Previously filed as an exhibit to the Company's quarterly report on Form
10-Q, for the quarter ended June 30, 2001, and incorporated herein.
(9) Previously filed as an exhibit to the Company's current report on Form 8-K
dated August 12, 2002, and incorporated herein by reference.
(10) Previously filed as an exhibit to the Company's quarterly report on Form
10-Q for the quarter ended June 30, 2002, and incorporated herein by
reference.
(11) Previously filed as an exhibit to the Company's current report on Form 8-K
dated September 17, 2002, and incorporated herein by reference.
(12) Previously filed as an exhibit to the Company's quarterly report on Form
10-Q for the quarter ended September 30, 2002, and incorporated herein by
reference.
(13) Previously filed as an exhibit to the Company's current report on Form 8-K
dated March 5, 2003, and incorporated herein by reference.
(14) Previously filed as an exhibit to the Company's current report on Form 8-K
dated July 11, 2003, and incorporated herein by reference.
(15) Previously filed as an exhibit to the Company's annual report on Form
10-K, for the fiscal year ended December 31, 2003, and incorporated herein
by reference.
(16) Previously filed as an exhibit to the Company's current report on Form 8-K
dated March 29, 2005, and incorporated herein by reference.
(17) Previously filed as part of the Company's quarterly report on Form 10-Q
for the quarter ended September 30, 2004, and incorporated herein by
reference.
(18) Previously filed as an exhibit to the Company's annual report on Form 10-K
for the fiscal year ended December 31, 2004, and incorporated herein by
reference.