SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
AMENDMENT NO. 1
| | | |
| þ | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | | FOR THE FISCAL YEAR ENDED JUNE 30, 2006 |
| | | |
| o | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | | FOR THE TRANSITION PERIOD FROM TO |
COMMISSION FILE NUMBER000-30083
QUALSTAR CORPORATION
| | | |
| CALIFORNIA | | 95-3927330 |
| (STATE OF INCORPORATION) | | (I.R.S. EMPLOYER ID NO.) |
3990-B HERITAGE OAK COURT, SIMI VALLEY, CA 93063
(805) 583-7744
Securities registered pursuant to Section 12(b) of the Act:
| | | |
Title of Each Class: | | Name of Each Exchange on Which Registered: |
| |
| Common Stock | | The NASDAQ Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant is well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes o No þ
Indicate by check mark whether the registrant is not required to file reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o No þ
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 þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to thisForm 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” inRule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer þ
Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act). Yes o No þ
As of October 20, 2006, the aggregate market value of the common equity held by non-affiliates of the registrant was approximately $26,165,470.
The total number of shares of common stock outstanding at October 20, 2006 was 12,253,117.
DOCUMENTS INCORPORATED BY REFERENCE
None
TABLE OF CONTENTS
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding executive officers of the Company is included in Part I Item 1 of this report under the heading “Executive Officers of the Registrant”. Information regarding the directors of the Company is set forth below.
| | | | | | | |
NAME | | AGE | | POSITION |
| William J. Gervais | | | 63 | | | Chief Executive Officer, President, Director and Acting Chief Financial Officer(1) |
| Richard A. Nelson | | | 63 | | | Vice President — Engineering, Secretary and Director |
| Stanley W. Corker | | | 55 | | | Director |
| Carl W. Gromada | | | 65 | | | Director |
| Robert A. Meyer | | | 61 | | | Director |
| Robert E. Rich | | | 56 | | | Director |
| | |
| (1) | | Our previous Chief Financial Officer resigned effective as of August 18th, 2006. We are actively searching for a new Chief Financial Officer. In the interim, Mr. Gervais is serving in the capacity of Chief Financial Officer. |
William J. Gervaisis a founder of Qualstar, has been our President and a director since our inception in 1984, and was elected Chief Executive Officer in January 2000. From 1984 until January 2000, Mr. Gervais also served as our Chief Financial Officer. From 1981 until 1984, Mr. Gervais was President of Northridge Design Associates, Inc., an engineering consulting firm. Mr. Gervais was a co-founder, and served as Engineering Manager from 1976 until 1981, of Micropolis Corporation, a former manufacturer of hard disk drives. Mr. Gervais earned a B.S. degree in Mechanical Engineering from California State Polytechnic University in 1967.
Richard A. Nelsonis a founder of Qualstar and has been our Vice President of Engineering, Secretary and a director since our inception in 1984. From 1974 to 1984, Mr. Nelson was self-employed as an engineering consultant specializing in microprocessor technology. Mr. Nelson earned a B.S. in Electronic Engineering from California State Polytechnic University in 1966.
Stanley W. Corkerhas been a director of Qualstar since January 26, 2006. Since 1996, Mr. Corker has been the Director of Technology Research and a partner of Emerald Asset Management, a diversified investment management firm. Prior to joining Emerald Asset Management, Mr. Corker obtained over 20 years experience in the computer storage industry from key roles in engineering and marketing at several manufacturers of tape drives, and as an industry analyst with International Data Corporation (IDC). Mr. Corker received a B.S. degree in Computer Science from the University of Essex, England in 1972, where he later conducted five years of postgraduate research in computer networking systems.
Carl W. Gromadahas been a director of Qualstar since March 2005. From 2000 to the present, Mr. Gromada has been a consultant and a private investor. From 1996 to 2000, Mr. Gromada served as Chief Executive Officer, and a member of the board of directors of Computer Resources Unlimited, Inc., a company involved in the design, manufacture and sale of a broad line of products for the computer storage industry. Mr. Gromada received a B.S. degree in Business Administration from Temple University in 1965.
Robert A. Meyerhas been a director of Qualstar since March 16, 2006. Mr. Meyer is currently retired. From 1994 until June 2005, Mr. Meyer was employed in various management positions by United States Filter Corporation, a company engaged in the water treatment industry serving industrial, commercial and residential customers. His positions at United States Filter Corporation included Director of Finance, Business Development from 2000 to 2002, and Vice President of Internal Audit from 2003 until he retired in
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June 2005. Mr. Meyer received a B.S. degree in Accounting from C.W. Post College in 1972, and he is a Certified Public Accountant.
Robert E. Richhas served as a director of Qualstar since January 2000. Mr. Rich has been engaged in the private practice of law since 1975 and has been a shareholder of Stradling Yocca Carlson & Rauth, legal counsel to Qualstar, since 1984. Mr. Rich received a B.A. degree in Economics from the University of California, Los Angeles in 1972 and his J.D. degree from the University of California, Los Angeles in 1975.
Directors are elected annually and hold office until the next annual meeting of shareholders and until their successors have been elected and qualified.
AUDIT COMMITTEE
Qualstar’s Board of Directors has established a standing audit committee, which is currently comprised of the following directors: Stanley W. Corker, Carl W. Gromada and Robert A. Meyer. All members of the audit committee are non-employee directors and satisfy the current standards with respect to independence, financial expertise and experience established by rules of The Nasdaq Stock Market, Inc. Our Board of Directors has determined that both Carl W. Gromada and Robert A. Meyer meet the Securities and Exchange Commission’s definition of “audit committee financial expert.”
CODE OF ETHICS
Qualstar has adopted a written Code of Business Conduct and Ethics, which complies with the requirements for a code of ethics pursuant to Item 406(b) ofRegulation S-K under the Securities Exchange Act of 1934, that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. A copy of the Code of Business Conduct and Ethics has been incorporated by reference to the designated exhibit to Qualstar’s Report onForm 10-K for the fiscal year ended June 30, 2006. A copy of the Code of Business Conduct and Ethics is also posted on our website atwww.qualstar.com. A copy of the Code of Business Conduct and Ethics will be provided, without charge, to any shareholder who sends a written request to the Chief Financial Officer of Qualstar at 3990-B Heritage Oak Court, Simi Valley, California 93063.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires Qualstar’s executive officers and directors, and persons who beneficially own more than ten percent of Qualstar’s common stock, to file initial reports of ownership and reports of changes in ownership with the SEC and the National Association of Securities Dealers, Inc. Executive officers, directors and persons who beneficially own more than ten percent of Qualstar’s common stock are required by SEC regulations to furnish Qualstar with copies of all Section 16(a) forms they file.
Based solely upon our review of the copies of reporting forms furnished to Qualstar, and written representations that no other reports were required, we believe that all filing requirements under Section 16(a) of the Securities Exchange Act of 1934 applicable to directors, officers and any persons holding more than ten percent of Qualstar’s common stock with respect to the fiscal year ended June 30, 2006, were satisfied on a timely basis.
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ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table summarizes all compensation earned by our Chief Executive Officer and the four other most highly compensated executive officers whose total salary and bonus exceeded $100,000 for services rendered in all capacities to us during the fiscal year ended June 30, 2006. These individuals are referred to as our named executive officers in other parts of this report. The amounts shown below under “All Other Compensation” represent matching contributions under our 401(k) plan.
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Long Terms Compensation
| | |
| | | | | | | | | Awards | | All Other
|
| | | Annual Compensation | | Securities Underlying
| | Compensation
|
Name and Principal Position | | Year | | Salary ($) | | Bonus ($) | | Options (#) | | ($) |
| |
| William J. Gervais | | | 2006 | | | $ | 185,000 | | | | — | | | | — | | | | — | |
| Chief Executive Officer | | | 2005 | | | | 185,000 | | | | — | | | | — | | | | — | |
| and President | | | 2004 | | | | 185,000 | | | | — | | | | — | | | | — | |
| Richard A. Nelson | | | 2006 | | | | 146,000 | | | | — | | | | — | | | | 2,114 | |
| Vice President of Engineering | | | 2005 | | | | 146,000 | | | | — | | | | — | | | | 2,190 | |
| and Secretary | | | 2004 | | | | 146,000 | | | | — | | | | — | | | | 2,190 | |
| Robert K. Covey | | | 2006 | | | | 173,000 | | | | — | | | | — | | | | 1,734 | |
| Vice President of Marketing | | | 2005 | | | | 173,000 | | | | — | | | | — | | | | 1,734 | |
| | | | 2004 | | | | 167,000 | | | | — | | | | — | | | | 1,700 | |
| David L. Griffith | | | 2006 | | | | 165,000 | | | | — | | | | — | | | | 2,475 | |
| Vice President of Operations | | | 2005 | | | | 165,000 | | | | — | | | | — | | | | 1,809 | |
| | | | 2004 | | | | 165,000 | | | | — | | | | — | | | | — | |
| Frederic T. Boyer(1) | | | 2006 | | | | 175,000 | | | | — | | | | — | | | | 2,625 | |
| Chief Financial Officer | | | 2005 | | | | 175,000 | | | | — | | | | — | | | | 2,625 | |
| | | | 2004 | | | | 175,000 | | | | — | | | | — | | | | 2,600 | |
| | |
| (1) | | Mr. Boyer resigned effective as of August 18, 2006. |
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning grants of options to each of the named executive officers during the year ended June 30, 2006. In addition, in accordance with the rules and regulations of the Securities and Exchange Commission, the following table sets forth the hypothetical gains or “option spreads” that would exist for the options. Such gains are based on assumed rates of annual compound stock appreciation of 5% and 10% from the date on which the options were granted over the full term of the options. The rates do not represent Qualstar’s estimate or projection of future common stock prices, and no assurance can be given that any appreciation will occur or that the rates of annual compound stock appreciation assumed for the purposes of the following table will be achieved.
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Percent of
| | | | | | | | | | | | | |
| | | | | | Total Options
| | | | | | | | | Potential Realizable Value At Assumed Annual Rates
| |
| | | Options
| | | Granted to
| | | Exercise
| | | | | | of Stock Price Appreciation
| |
| | | Granted
| | | Employees in
| | | Price
| | | Expiration
| | | for Option Term(2) | |
Name | | (# of Shares)(1) | | | Fiscal Year | | | ($/Share) | | | Date | | | 5% ($) | | | 10% ($) | |
| |
| William J. Gervais | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Richard A. Nelson | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Robert K. Covey | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| David L. Griffith | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Frederic T. Boyer | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
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| | |
| (1) | | The per share exercise price of all options granted is the fair market value of Qualstar’s common stock on the date of grant. Options have a term of 10 years and become exercisable in four equal annual installments commencing one year after the grant date. |
| |
| (2) | | The potential realizable value is calculated from the exercise price per share, assuming the market price of Qualstar’s common stock appreciates in value at the stated percentage rate from the date of grant to the expiration date. Actual gains, if any, are dependent on the future market price of the common stock. |
OPTIONS EXERCISED AND FISCAL YEAR-END VALUES
The following table sets forth information regarding options exercised by our named executive officers during the fiscal year ended June 30, 2006, the number of shares covered by both exercisable and unexercisable options as of June 30, 2006, and the value of unexercisedin-the-money options held by our named executive officers as of June 30, 2006.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Number of
| | | | | | Number of Securities
| | | Value of Unexercised
| |
| | | Shares
| | | | | | Underlying Unexercised
| | | In-the-Money Options at
| |
| | | Acquired
| | | Value
| | | Options at June 30, 2006 | | | June 30, 2006(1) | |
Name | | on Exercise | | | Realized | | | Exercisable | | | Unexercisable | | | Exercisable | | | Unexercisable | |
| |
| William J. Gervais | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Richard A. Nelson | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Robert K. Covey | | | — | | | | — | | | | 20,000 | | | | — | | | | — | | | | — | |
| David L. Griffith | | | — | | | | — | | | | 80,000 | | | | — | | | | — | | | | — | |
| FredericT. Boyer | | | — | | | | — | | | | 75,000 | | | | 25,000 | | | | — | | | | — | |
| | |
| (1) | | Represents the closing sale price of our common stock on June 30, 2006 ($3.35), less the exercise price per share, multiplied by the number of shares subject to the options held by the named executive officer. |
COMPENSATION OF DIRECTORS
Each of our non-employee directors receive $2,000 per quarter plus $1,000 for each Board meeting attended as compensation for their service on the Board, and are reimbursed for expenses incurred in connection with attendance at meetings of the Board and any committees on which they serve. Directors who serve on the Audit Committee of our Board receive an additional fee of $1,000 per quarter plus an attendance fee of $500 per meeting if the Audit Committee meeting is held in conjunction with a meeting of the full Board, and $1,000 per meeting if held on a day when the full Board does not meet. Directors who serve on the Compensation Committee of our Board receive an additional fee of $500 for attending meetings of that committee that are held on a day when the full Board does not meet. An attendance fee of $250 per meeting is paid for telephonic meetings of the full Board or of a committee on which a director is a member. No fees are paid for service on the Board to directors who are employees of Qualstar.
Directors are eligible to receive options and rights to purchase stock under our 1998 Stock Incentive Plan. In June 2006, we granted to each of our four non-employee directors an option to purchase 24,000 shares of common stock exercisable at a price of $3.02 per share, which was the closing price of our common stock on the date of grant. The right to exercise the options vests at a rate of 25% per year over a period of four years from the date of grant.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN
COMPENSATION DECISIONS
During the fiscal year ended June 30, 2006, the members of the Compensation Committee of our Board of Directors were Stanley W. Corker, Carl W. Gromada, Robert A. Meyer. No executive officer serves
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as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors. No member of the Compensation Committee is, or ever has been, an employee or officer of Qualstar.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth information with respect to the beneficial ownership of our common stock as of October 20, 2006 for:
| | |
| | • | each person (or group of affiliated persons) who we know beneficially owns more than 5% of our common stock; |
| |
| | • | each of our directors; |
| |
| | • | each of the named executive officers; and |
| |
| | • | all of our directors and executive officers as a group. |
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment power with respect to shares. Except as indicated by footnote, the persons named in the table have sole voting and sole investment control with respect to all shares beneficially owned, subject to community property laws where applicable. Shares of common stock subject to options currently exercisable or exercisable within 60 days of October 20, 2006, are deemed outstanding for computing the percentage of the person holding such options, but are not deemed outstanding for computing the percentage of any other person. The address for those individuals for which an address is not otherwise indicated is: c/o Qualstar Corporation, 3990-B Heritage Oak Court, Simi Valley, CA 93063.
| | | | | | | | | |
| | | Shares Beneficially
| | Percent of Shares
|
Name of Beneficial Owner | | Owned | | Outstanding |
| Wells Capital Management Inc.(1) | | | 1,765,454 | | | | 14.4 | % |
525 Market Street, 10th Floor
San Francisco, CA 94104 | | | | | | | | |
| Wellington Management(2) | | | 1,019,173 | | | | 8.3 | % |
75 State Street
Boston, MA 02109 | | | | | | | | |
| Fidelity Management & Research Co.(3) | | | 1,260,803 | | | | 10.3 | % |
82 Devonshire Street
Boston, MA 02109 | | | | | | | | |
| William J. Gervais | | | 2,886,350 | | | | 23.6 | % |
| Richard A. Nelson | | | 1,906,560 | | | | 15.6 | % |
| Stanley W. Corker | | | 3,940 | | | | — | |
| Carl W. Gromada | | | 48,271 | | | | 0.4 | % |
| Robert A. Meyer | | | — | | | | — | |
| Robert E. Rich | | | 131,400 | | | | 1.1 | % |
| Robert K. Covey(4) | | | 108,280 | | | | 0.9 | % |
| David L. Griffith(5) | | | 80,000 | | | | 0.6 | % |
| All directors and officers as a group (9 persons)(6) | | | 5,177,301 | | | | 41.9 | % |
| | |
| (1) | | Based on information contained in a Schedule 13G filed with the Securities and Exchange Commission on or about June 30, 2006, Wells Fargo & Company, as the parent holding company of Wells Capital Management Incorporated, an investment adviser, beneficially owns 1,765,454 shares. |
| |
| (2) | | Based on information contained in a Schedule 13G filed with the Securities and Exchange Commission on or about June 30, 2006, Wellington Management Company, LLP, in its capacity as an investment adviser, beneficially owns 1,019,173 shares. |
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| | |
| (3) | | Based on information contained in a Schedule 13G filed with the Securities and Exchange Commission on or about June 30, 2006, FMR Corporation, as the parent holding company of Fidelity Management & Research Company, an investment adviser, beneficially owns 1,260,803 shares and has sole dispositive power over these shares but no voting power. |
| |
| (4) | | Includes 20,000 shares subject to stock options that are currently exercisable or exercisable within 60 days of October 20, 2006. |
| |
| (5) | | Includes 80,000 shares subject to stock options that are currently exercisable or exercisable within 60 days of October 20, 2006. |
| |
| (6) | | Includes 112,500 shares subject to stock options that are currently exercisable within 60 days of October 20, 2006. |
ADDITIONAL EQUITY COMPENSATION PLAN INFORMATION
The following table provides additional information regarding Qualstar’s equity compensation plans as of June 30, 2006:
| | | | | | | | | | | | | |
| | | | | | | | | Number of Securities
| |
| | | | | | | | | Remaining Available for
| |
| | | | | | | | | Future Issuance
| |
| | | Number of Securities to
| | | Weighted-Average
| | | Under Equity
| |
| | | be Issued Upon Exercise
| | | Exercise Price of
| | | Compensation Plans
| |
| | | of Outstanding Options,
| | | Outstanding Options,
| | | (Excluding Securities
| |
| | | Warrants and Rights
| | | Warrants and Rights
| | | Reflected in Column (a))
| |
Plan Category | | (a) | | | (b) | | | (c) | �� |
| |
| Equity compensation plans approved by security holders(1) | | | 557,000 | | | $ | 4.36 | | | | 245,175 | |
| Equity compensation plans not approved by security holders | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | |
| Totals | | | 557,000 | | | $ | 4.36 | | | | 245,175 | |
| | |
| (1) | | Includes shares subject to stock options granted under the 1998 Stock Incentive Plan, and shares available for additional option grants under that plan, as of June 30, 2006. |
| |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS |
There were no relationships or related party transactions during the fiscal year ended June 30, 2006 which are required to be reported.
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The aggregate fees billed by Ernst & Young LLP, independent accountants, for professional services rendered to Qualstar during the fiscal years ended June 30, 2006 and June 30, 2005 were comprised of the following:
| | | | | | | | | |
| | | Fiscal
| | | Fiscal
| |
| | | 2006 | | | 2005 | |
| |
| Audit Fees | | $ | 156,653 | | | $ | 146,140 | |
| Audit-related fees | | | 9,457 | | | | 6,400 | |
| Tax fees | | | 78,235 | | | | 130,250 | |
| All other fees | | | — | | | | — | |
| | | | | | | | | |
| Total fees | | $ | 244,345 | | | $ | 282,790 | |
| | | | | | | | | |
Audit fees include fees for professional services rendered in connection with the audit of our consolidated financial statements for each year and reviews of our unaudited consolidated quarterly financial statements, as well as fees related to consents and reports in connection with regulatory filings for those fiscal years.
Audit-related fees in fiscal 2006 and 2005 were primarily for general assistance in connection with the implementation of procedures required to comply with rules and regulations promulgated pursuant to the Sarbanes-Oxley Act of 2002.
Tax fees related primarily to tax compliance and advisory services, and the preparation of federal and state tax returns for each year. Tax fees in 2006 and 2005 also include professional services related to government audits of our federal and state tax returns.
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
Our Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by our independent accountants in accordance with applicable Securities and Exchange Commission rules. The Audit Committee adopted a written pre-approval policy on June 25, 2003, and all services performed by Ernst & Young in connection with engagements subsequent to June 25, 2003 were pre-approved in accordance with the Audit Committee’s pre-approval policy. The Audit Committee generally pre-approves particular services or categories of services on acase-by-case basis. The independent accountants and management periodically report to the Audit Committee regarding the extent of services provided by the independent accountants in accordance with these pre-approvals, and the fees for the services performed to date.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this amendment to report onForm 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
QUALSTAR CORPORATION
| | | | | |
| Date: October 27, 2006 | | By: | | /s/ WILLIAM J. GERVAIS William J. Gervais
Chief Executive Officer and President |
Pursuant to the requirements of the Securities Exchange Act of 1934, this amendment to report onForm 10-K has been signed below by the following persons in the capacities and on the dates indicated.
| | | | | | | |
SIGNATURE | | TITLE | | DATE |
| |
/s/ WILLIAM J. GERVAIS
William J. Gervais | | Chief Executive Officer,
President and Director
(Principal Executive Officer and Principal Financial Officer) | | October 27, 2006 |
| | | | | |
/s/ RICHARD A. NELSON
Richard A. Nelson | | Vice President, Engineering
Secretary and Director | | October 27, 2006 |
| | | | | |
/s/ CARL W. GROMADA
Carl W. Gromada | | Director | | October 27, 2006 |
| | | | | |
/s/ STANLEY W. CORKER
Stanley W. Corker | | Director | | October 27, 2006 |
| | | | | |
/s/ ROBERT E. RICH
Robert E. Rich | | Director | | October 27, 2006 |
| | | | | |
/s/ ROBERT A. MEYER
Robert A. Meyer | | Director | | October 27, 2006 |
| | | | | |
/s/ NIDHI H. ANDALON
Nidhi H. Andalon | | Controller | | October 27, 2006 |
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EXHIBIT INDEX
| | | | | |
Exhibit No. | | Description |
| |
| | 31 | .1 | | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | 31 | .2 | | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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