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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One) | |
ý | Amendment No. 1 to Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended September 30, 2002 | |
OR | |
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission file number 0-15935
ALTRIS SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
California (State or other jurisdiction of incorporation or organization) | 95-3634089 (IRS Employer Identification No.) | |
9339 Carroll Park Drive, San Diego, CA (Address of principal executive offices) | 92121 (Zip Code) | |
(858) 625-3000 (Registrant's telephone number, including area code) | ||
Securities registered pursuant to Section 12 (b) of the Act: | ||
Title of each class None | Name of each exchange on which registered None |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
(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 ý No o
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 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. o
The aggregate market value of the voting stock on January 27, 2003, held by non-affiliates* of the Registrant, based upon the last price reported on the OTC Bulletin Board on such date was $2,006,080
The number of shares outstanding of the Registrant's Common Stock at the close of business on January 27, 2003 was 30,841,590.
- *
- Without acknowledging that any individual director of Registrant is an affiliate, all directors have been included as affiliates with respect to shares owned by them.
Explanatory Note to Amendment No. 1
The Registrant hereby amends its Annual Report on Form 10-K for the fiscal year ended September 30, 2002, previously filed with the Commission (the "Annual Report") solely for the purpose of including Item 10 to Item 13 of Part III in the Form 10-K . Other than the addition of the following Item 10 to Item 13 in the Form 10-K the Annual Report on Form 10-K (the "Original 10-K") filed on December 20, 2002 is not being amended or updated in any respect.
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or anticipated results, including those set forth under "Certain Factors That May Affect Future Results" under "Management's Discussion and Analysis of Financial Conditions and Results of Operations" in the Original 10-K and elsewhere in, or incorporated by reference into, this report. Other risks and uncertainties include such factors, among others, as market acceptance, market demand for Altris Software, Inc.'s (the "Company") technologies and services, pricing, the changing regulatory environment, the effect of the Company's accounting policies, potential seasonality, industry trends, adequacy of the Company's financial resources to execute its business plan, the Company's ability to attract, retain and motivate key technical, marketing and management personnel, possible disruption in commercial activities occasioned by terrorist activity and armed conflict, and other risk factors detailed in the Company's other SEC filings. The forward-looking statements in this report are based upon management's current expectations and belief, which management believes are reasonable. The Company undertakes no obligation to publicly release the result of any revisions to any forward-looking statement, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. You are cautioned not to place undue reliance on any forward-looking statement.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
In accordance with the Stock Purchase Agreement dated as of January 14, 2000 between Altris Software, Inc. (the "Company") and Spescom Limited ("Spescom"), the Company has covenanted to include two nominees of Spescom in management's slate of nominees to be elected to the Board of Directors and to recommend to the shareholders the election of such nominees for as long as Spescom or any affiliate of Spescom holds at least thirty-three percent (33%) of the Common Stock.
The following table and discussion sets forth certain information concerning the Company's current directors and executive officers:
Name | Age | Position | ||
---|---|---|---|---|
Carl Mostert | 46 | Chairman and Chief Executive Officer, Director | ||
D. Ross Hamilton | 64 | Director | ||
Hilton Isaacman | 49 | Director | ||
Johann Leitner | 49 | Director | ||
Larry D. Unruh | 51 | Director | ||
James P. Myers | 62 | Director | ||
Pierre de Wet | 39 | Vice President, Operations | ||
John W. Low | 46 | Chief Financial Officer and Secretary | ||
Mark Schneider | 44 | Vice President, Engineering |
Mr. Mostert has been a Director of the Company since July 2001. Mr. Mostert was appointed Chief Executive Officer of the Company in July 2001. An employee of Spescom for approximately 19 years,
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Mr. Mostert has been instrumental in the management and growth of Spescom. His experience in both technical engineering and in sales and marketing fields have proven to be invaluable. His career has spanned numerous roles over the years, having started up or managed virtually every business division and subsidiary company within the Spescom group. Mr. Mostert worked for Fuchs Electronics as a design engineer in the field of Radio Frequency and Radar systems prior to joining Spescom in 1983. He graduated with a Higher National Diploma in Electrical Engineering in Johannesburg, South Africa in 1979, has completed a number of specialist business programs at Witwatersand Business School in Johannesburg, South Africa and was awarded an MBA from Henley in the United Kingdom in 2000. He was a member of the main board of Spescom from 1995 to August 2002.
Mr. Hamilton has been a Director of the Company since June 1994. He served as Chairman of the Board of the Company from January 1997 through June 1997. Since 1983 Mr. Hamilton has served as President of Hamilton Research, Inc., an investment banking firm. Mr. Hamilton currently serves as a director of Luther Medical Products, Inc., a medical device manufacturer. Mr. Hamilton received a B.S. degree in Economics from Auburn University in 1961.
Mr. Isaacman, a nominee of Spescom, has been a Director of the Company since April 2000. Mr. Isaacman is currently the Director of Corporate Finance of Spescom. Mr. Isaacman previously served as Spescom's Financial Director from 1990 to 1998. Mr. Isaacman began his career with Spescom in 1988 as Financial Manager and has been a member of Spescom's Board of Directors since 1990. Mr. Isaacman received a certificate in accounting, tax and auditing from the University of Capetown in 1982.
Dr. Leitner, a nominee of Spescom, has been a Director of the Company since April 2000. Dr. Leitner has held the position of Director of Strategic Business Development at Spescom since 1998. Dr. Leitner joined Spescom in 1981 and has served in various technical and operating capacities within Spescom, including Group Marketing Director from 1995 to 1997. Dr. Leitner was on the Board of Directors of Spescom from 1987 to August 2002. Dr. Leitner earned a BSc in Engineering in 1975 and a PhD in Electronic Signal Processing in 1979 from the University of Capetown.
Mr. Unruh has served as a Director of the Company since May 1988. He is a partner of Hein & Associates LLP, certified public accountants, and has been its Managing Tax Partner since 1982. Mr. Unruh currently serves as a director of Basin Exploration, Inc., an oil exploration and development company and also serves as a director of LK Business Services, Inc., a specialty automobile lubricant manufacturer. Mr. Unruh received a B.S. degree in Accounting from the University of Denver in 1973.
Dr. Myers has been a Director of the Company since July 2001. Dr. Myers, currently an independent consultant, has over 30 years of international business experience specializing in the telecommunications industry. Dr. Myers served as President of Southwestern Bell International Development Africa (Pty) Ltd from 1985 to 1998. Dr. Myers served as the Executive Vice President of that company from 1994 to1995. From 1993 to 1994, Dr. Myers was the Executive Director of Technology Resources Incorporated. From 1991 to 1993, Dr. Myers was the President of JMA, Inc. From 1979 to 1991, Dr. Myers was the President of The Gannon Group, Inc. From 1969 to 1978, Dr. Myers was a Principal with the accounting firm Arthur Young & Company. From 1965 to 1969, Dr. Myers was an Operations Research Analyst with Texas Instruments, Inc. Dr. Myers earned his B.A. in Mathematics from Texas A&M University in 1963, a Master of Arts in Mathematical Physics from the University of Arizona in 1965, and a Doctor of Philosophy in Industrial Engineering/Operations Research from Texas Tech University in 1969. Dr. Myers is currently serving as a Director for the following entities: African Merchant Bank, Econet Wireless, and American Chamber of Commerce of South Africa.
Mr. de Wet was appointed Vice President of Operations in September 1999. Previously, Mr. DeWet served as Director of Operations from April 1998 to September 1999 and Director of Projects from May 1997 to April 1998. Prior to joining the Company, Mr. DeWet was a Technical Marketing Manager
3
at Paradigm System Technology from June 1995 to April 1997 where he was responsible for establishing relationships with technical partners in Europe and North America. From April 1991 to June 1995, Mr. DeWet was with PQ Africa, a division of Comparex Holdings. Mr. DeWet earned a B.S. from the University of Pretoria in 1989.
Mr. Low has served as Chief Financial Officer and Secretary since June 1990. Previously, Mr. Low had served as Corporate Controller since joining the Company in August 1987. From 1980 until joining the Company, Mr. Low was with Price Waterhouse LLP, most recently as a Manager working with middle- market and growing companies. Mr. Low, a certified public accountant, earned a B.A. degree in Economics from the University of California, Los Angeles in 1978.
Mr. Schneider was appointed Vice President of Engineering in January 2000. He has held many positions since joining the Company in 1985 as an Electronic Design Engineer. From June 1999 to January 2000, Mr. Schneider served as acting Vice President of Engineering until his formal appointment. Previously, Mr. Schneider was a Senior Software Engineer from 1998 to 1999 and Project Lead from 1996 to 1997. Prior to 1996, Mr. Schneider served as a Manager of Workstation Products and Software Engineer. Before joining the Company, Mr. Schneider was an Electronic Design Engineer with Teledyne Electronics. Mr. Schneider earned a B.S. degree in Electrical Engineering from California State University, Northridge in 1981.
All directors are elected annually and serve until the next annual meeting of shareholders and until their successors have been elected and qualified.
All executive officers hold office at the discretion of the Board of Directors.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers and directors and persons who own more than 10% of the Company's common stock to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission. Executive officers, directors and 10% shareholders are required by the Securities and Exchange Commission to furnish the Company with copies of all Forms 3, 4 and 5 that they file.
Based solely on the Company's review of the copies of such forms it has received and representations from certain reporting persons that they were not required to file a Form 5 for specified fiscal years, the Company believes that all of its executive officers, directors and greater than 10% shareholders have complied with all of the filing requirements applicable to them with respect to transactions during the fiscal year ended September 30, 2002, except that Forms 5 were not timely filed for any of the Company's executive officers, directors and greater than 10% shareholders with respect to transactions during the fiscal year ended September 30, 2002.
Item 11. EXECUTIVE COMPENSATION
The following table sets forth certain information concerning the annual and long-term compensation for services rendered in all capacities to the Company of (i) the Company's Chief Executive Officer (ii) the four other most highly compensated executive officers having compensation of $100,000 or more during the fiscal year ended September 30, 2002 (collectively, the "Named Executive Officers").
4
SUMMARY COMPENSATION TABLE
| Annual Compensation | Long-Term Compensation Awards— Stock Options (# of Shares)(1) | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Position | Year(1) | Salary($)(1) | Bonus($) | Other Annual Compensation ($)(2) | ||||||||
Carl Mostert Chief Executive Officer | 2002 2001 2000 | $ | 200,000 18,385 — | — — — | — — — | 150,000 — — | ||||||
Johann Leitner Vice President—Strategic Marketing | 2002 2001 2000 | $ | 198,500 96,153 — | — — — | — — — | 50,000 100,000 — | ||||||
John W. Low Chief Financial Officer and Secretary | 2002 2001 2000 | $ | 168,000 165,846 132,037 | — — — | $ | — — 13,461 | (3) | 50,000 36,000 15,000 | ||||
Pierre De Wet Vice President—Operations | 2002 2001 2000 | $ | 136,500 134,750 99,230 | — — — | — — — | 22,000 30,000 32,000 | ||||||
Mark Schneider Vice President—Engineering | 2002 2001 2000 | $ | 115,966 114,019 90,961 | — — — | — — — | 20,000 10,000 35,500 |
- (1)
- In 2000, the Company changed its fiscal year-end from December 31 to September 30. Information presented for 2002 and 2001 is presented for the twelve months ended September 30, 2002 and 2001 respectively. Information presented for 2000 is presented for the nine-month period from January 1, 2000 through September 30, 2000.
- (2)
- Excludes compensation in the form of other personal benefits, which, other than as set forth in the table above, did not exceed the lesser of $50,000 or 10% of the total annual salary and bonus reported for each year.
- (3)
- Payment for accrued vacation.
Option Grants in Last Fiscal Year
Shown below is information concerning grants of options issued by the Company to the Named Executive Officers during the fiscal year ended September 30, 2002:
| | | | | Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation For Option Term(2) | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Securities Underlying Options Granted(#)(1) | % of Total Options Granted to Employees in Fiscal Year | | | |||||||||||
Name | Exercise Price ($/Share) | Expiration Date | |||||||||||||
5%($) | 10%($) | ||||||||||||||
Carl Mostert | 150,000 | 15.7% | $ | 0.140 | 4/24/12 | $ | 13,207 | $ | 33,469 | ||||||
Johann Leitner | 50,000 | 5.2% | $ | 0.140 | 4/24/12 | $ | 4,402 | $ | 11,156 | ||||||
John W. Low | 50,000 | 5.2% | $ | 0.140 | 4/24/12 | $ | 4,402 | $ | 11,156 | ||||||
Pierre de Wet | 22,000 | 2.3% | $ | 0.140 | 4/24/12 | $ | 1,937 | $ | 4,909 | ||||||
Mark Schneider | 20,000 | 2.1% | $ | 0.140 | 4/24/12 | $ | 1,761 | $ | 4,462 |
- (1)
- All options were granted with an exercise price equal to the closing sale price of the Common Stock as reported on the OTC Bulletin Board on the date of grant. The options vest 25% 90 days
5
from the date of grant and in additional annual installments of 25% commencing on the first anniversary of the date of grant.
- (2)
- The 5% and 10% assumed rates of appreciation are specified under the rules of the Securities and Exchange Commission and do not represent the Company's estimate or projection of the future price of its Common Stock. The actual value, if any, which a Named Executive Officer may realize upon the exercise of stock options will be based upon the difference between the market price of the Common Stock on the date of exercise and the exercise price.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
The following table sets forth for the Named Executive Officers information with respect to option exercises during the fiscal year ended September 30, 2002 and unexercised options and option values at September 30, 2002, in each case with respect to options to purchase shares of the Common Stock:
| | | Number of Unexercised Options Held as of September 30, 2002 | Value of Unexercised in-the-money Options at September 30, 2002($)(1) | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Shares Acquired on Exercise | Value Realized | ||||||||||
Exercisable | Nonexercisable | Exercisable | Nonexercisable | |||||||||
Carl Mostert | — | — | 37,500 | 112,500 | — | — | ||||||
Johann Leitner | — | — | 62,500 | 87,500 | — | — | ||||||
John W. Low | — | — | 128,000 | 48,000 | — | — | ||||||
Pierre de Wet | — | — | 87,500 | 39,500 | — | — | ||||||
Mark Schneider | — | — | 50,625 | 28,875 | — | — |
- (1)
- Based on the closing sale price of the Common Stock on the OTC Bulletin Board on September 30, 2002 ($0.12 per share).
Compensation of Directors
In an effort to assist the Company, the Company's directors have foregone any cash compensation for serving on the Board until the Company returns to profitability. Each director is reimbursed for all reasonable expenses incurred in connection with attendance at meetings.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee is comprised of Messrs. Isaacman, Myers and Hamilton. None of the committee members is or was an employee or officer of the Company during the fiscal year ended September 30, 2002. No executive officer of the Company has served as a member of the Board of Directors or Compensation Committee of any company in which Messrs. Isaacman, Myers or Hamilton is an executive officer.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as to shares of the Common Stock owned as of January 27, 2003 by (i) each director, (ii) each Named Executive Officer (as defined on page 7), (iii) all directors and executive officers as a group and (iv) each person who, to the extent known to the Company, beneficially owned more than 5% of the outstanding shares of Common Stock. Unless otherwise indicated in the footnotes following the table, the persons as to whom the information is
6
given have sole voting and investment power over the shares shown as beneficially owned, subject to community property laws where applicable.
Name | Number of Shares(1) | Percent of Class(1) | |||
---|---|---|---|---|---|
Carl Mostert | 37,500 | * | |||
D. Ross Hamilton | 217,750 | * | |||
Hilton Isaacman (2) | 18,792,381 | 60.9 | % | ||
Johann Leitner | 62,500 | * | |||
Larry D. Unruh | 35,547 | * | |||
James P. Myers | 0 | * | |||
Pierre de Wet | 97,100 | * | |||
John W. Low | 188,250 | * | |||
Mark Schneider | 62,700 | * | |||
Spescom Limited | 18,792,381 | 60.9 | % | ||
All Current Directors and Executive Officers as a Group (11 persons) (2) | 19,544,978 | 63.4 | % |
*Less than one percent.
- (1)
- Amounts and percentages include shares of Common Stock that may be acquired within 60 days of January 27, 2003 through the exercise of stock options as follows: 37,500 shares for Mr. Mostert, 31,250 shares for Mr. Hamilton, 62,500 shares for Mr. Leitner, 31,250 for Mr. Unruh, 95,500 shares for Mr. De Wet, 134,750 shares for Mr. Low, 59,500 shares for Mr. Schneider, and 503,500 shares for all directors and executive officers as a group. The amount and percentage for Messr. Isaacman includes the 18,792,381 shares held by Spescom Limited.
- (2)
- As affiliates of Spescom, Messrs. Mostert, Isaacman and Leitner could be deemed to be beneficial owners of the shares of Common Stock owned by Spescom Limited. However, Messrs. Mostert, Isaacman and Leitner disclaim beneficial ownership of all such shares.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
At September 30, 2002, the Company had three demand notes payable from Spescom Ltd, U.K. for $400,000, $500,000 and $700,000, respectively, each bearing an annual interest rate of 10%. The notes plus accrued interest total $1,669,000. Interest expense on the notes for the year ended September 30, 2002 was $69,000. Spescom has agreed that the demand notes will not be called prior to October 1, 2003.
At September 30, 2002 under a note payable, the Company owed Spescom Ltd. U.K. $1,980,000 including accumulated interest. The note bears interest at an interest rate of 10.0% per annum, with principal and interest payable at maturity, on October 15, 2003. Interest expense on this note totaled $197,000 for the year ended September 30, 2002.
Spescom Ltd., South Africa loaned $1,377,000 to the Company during the fiscal year ended September 30, 2001. As of September 30, 2002 the balance owed on this note was $1,233,000 including accrued interest. Interest on the outstanding note accrues at the rate of 10.0% per annum. Principal and all unpaid accrued interest is payable at maturity on October 15, 2003. Interest expense on this note totaled $97,000 and $4,000 for the year ended September 30, 2002 and 2001, respectively.
These notes payable are collateralized by a security interest in favor of both Spescom Ltd. South Africa and Spescom Ltd. United Kingdom in respect of all of the Company's assets.
Spescom and the Company have entered into a license agreement pursuant to which Spescom has licensed to the Company the right to use the name "Spescom" and to use a trademark owned by Spescom related to certain computer software. The Company will not pay any royalties to Spescom in
7
connection with this license. The license is for an indefinite term, but is terminable by either party upon 60 days prior written notice. Under the license agreement, Spescom has agreed to indemnify and hold harmless the Company and its directors, officers, employees and agents against liabilities arising from any claim brought against the Company that alleges that Spescom's or the Company's use of the trademark being licensed infringes the rights of any third party, provided that the Company is in material compliance with the provisions of the license agreement.
8
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, in the City of San Diego, State of California, on January 27, 2003.
ALTRIS SOFTWARE, INC. | |||
By: | /s/ CARL MOSTERT Carl Mostert Chief 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 in the capacities and on the dates indicated.
Signature | Title | Date | ||
---|---|---|---|---|
/s/ CARL MOSTERT Carl Mostert | Director and Chief Executive Officer (Principal Executive Officer) | January 28, 2003 | ||
/s/ JOHN W. LOW John W. Low | Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) | January 28, 2003 | ||
* D. Ross Hamilton | Director | January 28, 2003 | ||
* Hilton Issacman | Director | January 28, 2003 | ||
/s/ JOHANN LEITNER Johann Leitner | Director | January 28, 2003 | ||
/s/ LARRY D. UNRUH Larry D. Unruh | Director | January 28, 2003 | ||
/s/ JIM MYERS Jim Myers | Director | January 28, 2003 |
I, Carl Mostert, certify that:
- 1.
- I have reviewed this annual report on Form 10-K/A of Altris Software, Inc.;
- 2.
- Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
- 3.
- Based on my knowledge, the financial statements, and other financial information Included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
- 4.
- The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
- a)
- designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
- b)
- evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
- c)
- presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
- 5.
- The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
- a)
- all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
- b)
- any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
- 6.
- The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Dated: January 28, 2003
/s/ CARL MOSTERT Carl Mostert Chief Executive Officer |
I, John Low, certify that:
- 1.
- I have reviewed this annual report on Form 10-K/A of Altris Software, Inc.;
- 2.
- Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
- 3.
- Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
- 4.
- The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
- a)
- designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
- b)
- evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
- c)
- presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
- 5.
- The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
- a)
- all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
- b)
- any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
- 6.
- The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Dated: January 28, 2003
/s/ JOHN W. LOW John W. Low Chief Financial Officer |
Explanatory Note to Amendment No. 1
- Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Item 11. EXECUTIVE COMPENSATION
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTIFICATIONS