UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the period ended September 30, 1998 OR [ ] 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: 0-12104 IMMUNOMEDICS, INC. (Exact name of registrant as specified in its charter) Delaware 61-1009366 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 300 American Road, Morris Plains, New Jersey 07950 (Address of principal executive offices) (Zip code) (973) 605-8200 (Registrant's telephone number, including area code) 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. [X] Yes [ ] No Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. As of November 13, 1998, there were 37,781,632 shares of the registrant's common stock outstanding. Page 1 of 15 IMMUNOMEDICS, INC. INDEX Page No. PART I - FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements (Unaudited): Condensed Consolidated Balance Sheets - 3 September 30, 1998 and June 30, 1998 Condensed Consolidated Statements of Operations 4 and Comprehensive Loss - three months ended September 30, 1998 and 1997 Condensed Consolidated Statements of Cash Flows - 5 three months ended September 30, 1998 and 1997 Notes to Condensed Consolidated Financial Statements - 6 September 30, 1998 Item 2. Management's Discussion and Analysis of 10 Financial Condition and Results of Operations PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 14 SIGNATURES 15 Page 2 of 15 IMMUNOMEDICS, INC. Condensed Consolidated Balance Sheets (Unaudited) September 30, June 30, 1998 1998 ------------ ------------ ASSETS Current Assets: Cash and cash equivalents $ 4,352,340 7,568,147 Marketable securities - 14,845 Accounts receivable 1,556,150 1,039,477 Inventory 956,424 913,927 Other current assets 479,387 345,491 ------------ ------------ Total current assets 7,344,301 9,881,887 Property and equipment, net of accumulated depreciation of $6,068,000 and $5,815,000 at September 30, 1998 and June 30, 1998, respectively 4,880,141 5,059,935 ============ ============ $ 12,224,442 14,941,822 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 2,217,747 1,831,458 Other current liabilities 2,469,221 2,584,769 ------------ ------------ Total current liabilities 4,686,968 4,416,227 ------------ ------------ Commitments and Contingencies Stockholders' Equity: Common stock; $.01 par value, authorized 70,000,000 shares; issued and outstanding 37,586,087 and 37,586,087 shares at September 30, 1998 and June 30, 1998, respectively 375,861 375,861 Capital contributed in excess of par 97,987,728 97,987,728 Accumulated deficit (90,766,582) (87,837,979) Other comprehensive loss (59,533) (15) ------------ ------------ Total stockholders' equity 7,537,474 10,525,595 ------------ ------------ $ 12,224,442 14,941,822 =========== ============ <FN> See accompanying notes to condensed consolidated financial statements. </FN> Page 3 of 15 IMMUNOMEDICS, INC. Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) Three Months Ended September 30, 1998 1997 ------------ ------------- REVENUES: Product sales $ 1,667,272 971,299 Royalties and license fee 4,387 5,299 Research and development 86,622 146,039 Interest and other 85,345 177,918 ------------ ------------- Total revenues 1,843,626 1,300,555 ------------ ------------- COSTS AND EXPENSES: Cost of goods sold 68,662 24,236 Research and development 2,620,799 3,016,537 Sales and marketing 1,575,694 1,081,968 General and administrative 507,074 608,632 ------------ ------------- Total expenses 4,772,229 4,731,373 ------------ ------------- Net loss (2,928,603) (3,430,818) OTHER COMPREHENSIVE LOSS: Unrealized gain / (loss) on securities available for sale 15 (521) Unrealized loss on foreign exchange (59,533) - ------------ ------------- Total other comprehensive loss (59,518) (521) ------------ ------------- Comprehensive loss $ (2,988,121) (3,431,339) ============ ============= Net loss per basic and diluted common share $ (0.08) (0.09) ============ ============= Weighted average number of shares outstanding 37,586,087 36,324,582 ============ ============= <FN> See accompanying notes to condensed consolidated financial statements. </FN> Page 4 of 15 IMMUNOMEDICS, INC. Condensed Consolidated Statements of Cash Flows (Unaudited) Three Months Ended September 30, 1998 1997 ------------ ------------- Cash flows from operating activities: Net loss $(2,928,603) (3,430,818) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 257,923 235,802 Changes in operating assets and liabilities (422,325) (29,861) Unrealized loss on foreign exchange (59,533) - ------------ ------------- Net cash used in operating activities (3,152,538) (3,224,877) ------------ ------------- Cash flows from investing activities: Purchase of marketable securities - (5,415,631) Proceeds from maturities of marketable securities 14,860 8,907,133 Additions to property and equipment (78,129) (71,642) ------------ ------------- Net cash provided by / (used in) investing activities (63,269) 3,419,860 ------------ ------------- Cash flows from financing activities: Exercise of stock options - 12,685 ------------ ------------- Net cash provided by investing activities - 12,685 ------------ ------------- Increase / (decrease) in cash and cash equivalents (3,215,807) 207,668 Cash and cash equivalents at beginning of period 7,568,147 6,013,355 ------------ ------------- Cash and cash equivalents at end of period $ 4,352,340 6,221,023 ============ ============= <FN> See accompanying notes to condensed consolidated financial statements. </FN> Page 5 of 15 IMMUNOMEDICS, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) (1) Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Immunomedics, Inc. (the "Company"), which incorporate the Company's wholly-owned subsidiary Immunomedics Europe, have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, the statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The balance sheet at June 30, 1998 has been derived from the audited financial statements at that date. Operating results for the three-month period ended September 30, 1998 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 1999. For further information, refer to the annual financial statements and footnotes thereto included in the Company's Form 10-K for the fiscal year ended June 30, 1998. (2) Cash Equivalents and Marketable Securities The Company considers all highly liquid investments with original maturities of three months or less, at the time of purchase, to be cash equivalents. Included in other current assets at September 30, 1998 and June 30, 1998 is accrued interest earned on cash equivalents and marketable securities of $8,000 and $24,000, respectively. (3) Income Taxes The Company has never made payments of Federal or State income taxes and does not anticipate generating book income in fiscal 1999; therefore, no income taxes have been reflected for the three-month period ended September 30, 1998. (4) Net Loss Per Share Basic loss per share is based on net loss for the relevant period, divided by the weighted average number of common shares outstanding during the period. Diluted loss per share is based on net loss for the relevant period, divided by the weighted average number of common shares outstanding during the period. Common share equivalents, such as outstanding stock options, are not included in the computations since the effect would be antidilutive. Page 6 of 15 IMMUNOMEDICS, INC. Notes to Condensed Consolidated Financial Statements (Continued) (Unaudited) (5) Comprehensive Income On July 1, 1998, the Company adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130"), which establishes standards for reporting and display of comprehensive income and its components. In accordance with SFAS 130, the Company has displayed the components of "Other comprehensive income" and "Comprehensive loss" in the accompanying Financial Statements. All prior-period data has been reclassified to conform with the provisions of SFAS No. 130. (6) Inventory Inventory is stated at the lower of average cost (which approximates first-in, first-out) or market, and includes materials, labor and manufacturing overhead. (7) Stockholders' Equity On June 27, 1996, the Company completed an equity financing pursuant to Regulation S under the Securities Act of 1933 ("Regulation S"), pursuant to which several foreign investors purchased 200,000 shares of 5% Series D Convertible Preferred Stock (the "Series D Preferred") for $10,000,000. The terms of the transaction allowed the investors, at their discretion, to convert the Series D Preferred into shares of the Company's common stock during a 24-month period which began in June 1996, at a price equal to 89% of the average market price per share over a 20-day trading period surrounding the date of conversion. As of June 30, 1998, all 200,000 shares of Series D Preferred had been converted into 1,795,771 shares of the Company's common stock. On December 23, 1997, the Company entered into a Structured Equity Line Flexible Financing Agreement (the "Equity Line") with an investor (the "Investor"), pursuant to which, subject to the satisfaction of certain conditions, the Company may receive up to an aggregate of $30 million over a 36-month period. During each three-month period (each, an "Investment Period"), the Company, subject to the satisfaction of certain conditions, can require the Investor to purchase shares of the Company's common stock for an aggregate purchase price of between $1.0 million and $2.5 million, and the Investor, at its option, may purchase additional shares of common stock for an aggregate purchase price of $1.0 million. The Company retains the right to provide that no purchases can be made in any given Investment Period. The Investor may select the dates on which the purchase of shares of the Company's common stock will occur. The purchase price per share to be paid by the Investor for the Page 7 of 15 IMMUNOMEDICS, INC. Notes to Condensed Consolidated Financial Statements (Continued) (Unaudited) shares of the Company's common stock acquired under the Equity Line will equal 98% of the lowest sales price of the common stock during the three trading days immediately preceding the notice of purchase by the Investor. The Investor's obligation to purchase shares of the Company's common stock under the Equity Line is subject to various conditions, including, among other things, the price of the Company's common stock being at least such price as the Company may from time to time set as the minimum purchase price. In addition, the Investor is not required to purchase, in any Investment Period, an amount in excess of 8% of the product of the daily average value of open market trading of the common stock and the number of trading days in the Investment Period during either the current or immediately preceding Investment Period. As of November 13, 1998, the Company received a total of $5,050,000 for which the Company issued 1,252,380 shares of common stock. In connection with entering into the Equity Line with an Investor, the Investor received a four-year warrant (the "Warrant") to purchase 50,000 shares of the common stock at an exercise price equal to $7.5375 per share (180% of closing sales price of common stock at the time of issuance). In addition, the Company has agreed to issue to the Investor, at the end of each calendar year, an additional four-year warrant (each, an "Additional Warrant" and collectively, the "Additional Warrants") to purchase common stock in an amount equal to 5,000 shares for each $500,000 of common stock purchased by the Investor during such year. The exercise price will be equal to 180% of the weighted average purchase price of the common stock purchased by the Investor during the year, provided that the number of shares issuable upon exercise of all the Additional Warrants will not exceed 125,000. (8) License and Distribution Agreements On November 24, 1997, the Company entered into a Distribution Agreement with Eli Lilly Deutschland GmbH ("Lilly") pursuant to which Lilly will package and distribute LeukoScan within the countries comprising the European Union and certain other countries subject to receipt of regulatory approvals. Also, effective April 6, 1998, Lilly began packaging and distributing CEA-Scan within the countries comprising the European Union. The Company pays Lilly a service fee based primarily on the number of units of product packaged and shipped. The parties contemplate that other future Company products may be handled under this arrangement when appropriate. Effective as of April 6, 1998, the Company appointed a subsidiary of Bergen Brunswig Specialty Corporation as a non-exclusive distributor of CEA-Scan in the U.S.. Such subsidiary (currently Integrated Commercialization Solutions, Inc. ("ICS")) serves as an agent of the Company in providing product support services, including customer service, order management, distribution, invoicing and collections. Page 8 of 15 IMMUNOMEDICS, INC. Notes to Condensed Consolidated Financial Statements (Continued) (Unaudited) On November 28, 1997, the Company was awarded $1.8 million, including interest, from its arbitration claim against Pharmacia for breach of contract and fiduciary duty arising out of the license agreement with a predecessor of Pharmacia that had been terminated in 1995. (9) Commitments and Contingencies In February 1994, the Company entered into a master lease agreement, which was subsequently amended, pursuant to which the Company may lease equipment for research, development and manufacturing purposes having an aggregate acquisition cost of up to $2,200,000. The basic lease payments under the master lease agreement are determined based on current market rates of interest at the inception of each equipment schedule take-down, and are payable in monthly installments over a four-year period. The lease agreement contains an early purchase option, at an amount which is deemed to be fair value. On November 1, 1996, December 9, 1996, April 1, 1997, September 1, 1998 and October 28, 1998 the Company exercised early purchase options on equipment leased on February 14, 1994, April 1, 1994, June 1, 1994, August 26, 1994, December 21, 1995 and June 21, 1996 respectively. Under the lease agreement, continued compliance with certain financial ratios is required and, in the event of default, the Company will be required to provide an irrevocable letter of credit which is generally equal to the outstanding balance of lease payments due at the time of default. As of September 30, 1998, the Company was not in compliance with certain of these ratios, but the lessor has not yet declared an event of default or requested a letter of credit. The Company does not believe that such a request would have a material adverse effect on the Company. As of October 31, 1998, the Company has leased equipment with a cost basis aggregating $372,000 under the master lease agreement and recorded lease expense for the three months ended September 30, 1998 of $82,330. On October 28, 1998 the Company entered into an Equipment Financing Agreement with the New England Capital Corporation, pursuant to which the Company has received $450,000, to be repaid over a 36-month period. The proceeds of such financing were used to exercise the early purchase options for the equipment leased on December 21, 1995 and June 21, 1996 through the master lease agreement detailed above. The financing is secured by various used equipment and an irrevocable letter of credit in the amount of $225,000. The letter of credit is collateralized by a cash deposit of an equivalent amount. (10) Reclassification Certain amounts previously reported have been reclassified to conform to current year presentation. Page 9 of 15 IMMUNOMEDICS, INC. Part I - Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview Statements made in this Form 10-Q, other than those concerning historical information, should be considered forward-looking and subject to various risks and uncertainties. Such forward-looking statements are made based on management's belief as well as assumptions made by, and information currently available to, management pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The Company's actual results may differ materially from the results anticipated in these forward-looking statements as a result of a variety of factors, including those identified in "Business" and elsewhere in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1998. Since its inception, the Company has been engaged primarily in the research and development and, more recently, the commercialization of proprietary products relating to the detection, diagnosis and treatment of cancer and infectious diseases. On June 28, 1996, the U.S. Food and Drug Administration ("FDA") licensed CEA-Scan(R) for use with other standard diagnostic modalities for the detection of recurrent and/or metastatic colorectal cancer. On October 4, 1996, the European Commission granted marketing authorization for use of the product in the 15 countries comprising the European Union for the same indication. On September 16, 1997, the Company received a notice of compliance from the Health Protection Branch permitting it to market CEA-Scan in Canada for colorectal cancer for recurrent and metastatic colorectal cancer. On February 14, 1997, the Company was granted regulatory approval by the European Commission to market LeukoScan(R), an in vivo infectious disease diagnostic imaging product, in all 15 countries which are members of the European Union, for the detection and diagnosis of osteomyelitis (bone infection) in long bones and in diabetic foot ulcer patients. On December 19, 1996, the Company filed a Biologics License Application for LeukoScan with the FDA for the same indication approved in Europe, plus an additional indication for the diagnosis of acute, atypical appendicitis. As with all filings, there can be no assurance that regulatory approval for such indications will be received. The Company is also engaged in developing other biopharmaceutical products, which are in various stages of development and clinical testing. The Company has not achieved profitable operations and does not anticipate achieving profitable operations during fiscal year 1999. The Company will continue to experience operating losses until such time, if at all, that it is able to generate sufficient revenues from sales of CEA-Scan, LeukoScan and its other proposed in vivo products. Further, the Company's working capital will continue to decrease until such time, if at all, that the Company is able to generate positive cash flow from operations or until such time, if at all, that the Company receives an additional infusion of cash from the sale of the Company's securities, from other financing or from corporate alliances to finance the Company's operating expenses and capital expenditures. Page 10 of 15 Results of Operations Revenues for the three-month period ended September 30, 1998 were $1,844,000 as compared to $1,301,000 for the same period in 1997, representing a increase of $543,000. Product sales for the three-month period ended September 30, 1998 increased by $696,000 as compared to the same period of 1997, mainly due to increased market acceptance of CEA-Scan and LeukoScan. Research and development revenue decreased by $59,000 for the three-month period ended September 30, 1998 as compared to same period of 1997, due to lower grant income. Interest income decreased by $93,000 due to less cash available for investments. Total operating expenses for the three-month period ended September 30, 1998 were $4,772,000 as compared to $4,731,000 for the same period of 1997, representing an increase of $41,000. Research and development costs for the three-month period ended September 30, 1998 decreased by $396,000 as compared to the same period of 1997, primarily due to a decrease in a level of expenditures required to obtain validation of the Company's new manufacturing facility. Sales and marketing expenses for the three-month period ended September 30, 1998 were $1,576,000 as compared to $1,082,000 for the same period of 1997, representing an increase of $494,000, primarily due to increased expenses associated with the Company's full-time oncology sales force in U.S. and increased operating expenses for Immunomedics Europe as compared to the same period of 1997. General and administrative costs for the three-month period ended September 30, 1998 decreased by $102,000 as compared to the same period of 1997, primarily due to reduced legal costs as a result of the conclusion of the Pharmacia arbitration, which was settled in November 1997. Net loss for the three-month period ended September 30, 1998 was $2,929,000, or $0.08 per share, as compared to a loss of $3,431,000, or $0.09 per share, for the same period in 1997. The lower net loss of $502,000 in 1998 as compared to 1997 principally resulted from higher sales revenues, partially offset by higher operating expenses, as discussed above. In addition, the net loss per share for the three-month period ended September 30, 1998 was positively impacted by the higher weighted average number of common shares outstanding for this period, as compared to the same period in 1997, which increase was principally due to the conversion of the Company's preferred stock and the issuance of common stock pursuant to the Company's Structured Equity Line Flexible Financing Agreement (see Note 7 to Unaudited Condensed Consolidated Financial Statements). Liquidity and Capital Resources At September 30, 1998, the Company had working capital of $2,651,000, which represents a decrease of $2,814,000 from June 30, 1998, and had no long-term debt other than certain lease obligations (see Note 9 to Unaudited Condensed Consolidated Financial Statements). The net decrease in working capital resulted principally from the funding of operating expenses and capital expenditures. In February 1994, the Company entered into a master lease agreement, which was subsequently amended, pursuant to which the Company may lease equipment for research, development and manufacturing purposes having an aggregate acquisition cost of up to $2,200,000. The basic lease payments under the master lease agreement are determined based on current market rates of interest Page 11 of 15 Liquidity and Capital Resources (Continued) at the inception of each equipment schedule take-down, and are payable in monthly installments over a four-year period. The lease agreement contains an early purchase option, at an amount which is deemed to be fair value. On November 1, 1996, December 9, 1996, April 1, 1997, September 1, 1998 and October 28, 1998 the Company exercised early purchase options on equipment leased on February 14, 1994, April 1, 1994, June 1, 1994, August 26, 1994, December 21, 1995 and June 21, 1996 respectively. Under the lease agreement, continued compliance with certain financial ratios is required and, in the event of default, the Company will be required to provide an irrevocable letter of credit which is generally equal to the outstanding balance of lease payments due at the time of default. As of September 30, 1998, the Company was not in compliance with certain of these ratios, but the lessor has not yet declared an event of default or requested a letter of credit. The Company does not believe that such a request would have a material adverse effect on the Company. As of October 31, 1998, the Company has leased equipment with a cost basis aggregating $372,000 under the master lease agreement and recorded lease expense for the three months ended September 30, 1998 of $82,330. On October 28, 1998 the Company entered into an Equipment Financing Agreement with the New England Capital Corporation, pursuant to which the Company has received $450,000, to be repaid over a 36-month period. The proceeds of such financing were used to exercise the early purchase options for the equipment leased on December 21, 1995 and June 21, 1996 through the master lease agreement detailed above. The financing is secured by various used equipment and an irrevocable letter of credit in the amount of $225,000. The letter of credit is collateralized by a cash deposit of an equivalent amount. The Company's liquid asset position, measured by its cash, cash equivalents and marketable securities, was $4,352,000 at September 30, 1998, representing a decrease of $3,231,000 from June 30, 1998. This decrease was principally attributable to the funding of operating expenses and capital expenditures as discussed above. It is anticipated that working capital and cash, cash equivalents and marketable securities will decrease during the remainder of fiscal year 1999 as a result of planned operating and capital expenditures. At present, the Company believes that its projected financial resources and funds available under the Equity Line (see Note 7 to Unaudited Condensed Consolidated Financial Statements) will be sufficient to fund anticipated operating expenses and capital expenditures through fiscal year 1999. However, the Company believes that it will require additional financial resources by the beginning of fiscal 2000 in order for it to continue its budgeted levels of research and development and clinical trials of its proposed products and regulatory filings for new indications of existing products. The Company has commenced the planning process to raise such funds and anticipates that such funds should be available through a private placement of securities or other financing alternatives. However, there can be no assurance that any such additional funds will be available upon terms acceptable to the Company, or at all. The failure to obtain such terms on a timely basis would have a material adverse effect on the Company. In addition, the Company intends to supplement its financial resources from time to time as market conditions permit through additional financing and through collaborative marketing and distribution agreements. Also, the Company continues to evaluate various programs to raise additional capital and Page 12 of 15 Liquidity and Capital Resources (Continued) to seek additional revenues from the licensing of its proprietary technology. At the present time, the Company is unable to determine whether any of these future activities will be successful and, if so, the terms and timing of any definitive agreements. Impact of Year 2000 The Company is in the process of conducting a review of its business systems, including its computer systems and manufacturing equipment, and has sent written inquiries to its customers, distributors and vendors as to their progress in identifying and addressing problems that their systems may face in correctly interpreting and processing date information as the year 2000 approaches and is reached. This review is expected to be complete by March 1999. Based on this review, the Company will implement a plan to achieve year 2000 compliance. The Company believes that it will achieve year 2000 compliance in a manner which will be non-disruptive to its operations. In addition, the Company has commenced work on various types of contingency planning to address potential problem areas with internal systems, suppliers and other third parties. Year 2000 compliance should not have a material adverse effect on the Company, including the Company's financial condition, results of operations or cash flow. The Company has incurred no costs to date related to year 2000. The Company estimates the cost of its year 2000 efforts to be approximately $250,000. The total cost estimate is based on management's current assessment and is subject to change. However, the Company may encounter problems with supplier and or revenue sources which could adversely affect the Company's financial condition, results of operations or cash flow. The Company cannot accurately predict the occurrence and or outcome of any such problems, nor can the dollar amount of such problem be estimated. In addition, there can be no assurance that the failure to ensure year 2000 compliance by a third party would not have a material adverse effect on the Company. Page 13 of 15 Item 6. Exhibits and reports on Form 8-K (a) Exhibits 27 Financial Data Schedule (b) Reports on Form 8-K The Company did not file a Current Report on Form 8-K during the three-month period ended September 30, 1998. Page 14 of 15 SIGNATURES Pursuant to the requirements 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. IMMUNOMEDICS, INC. (Registrant) DATE: November 13, 1998 ___________________________________ Robert J. DeLuccia, President and Chief Executive Officer (Principal Executive Officer) DATE: November 13, 1998 ___________________________________ Kevin F.X. Brophy, Vice President, Finance & Administration (Principal Financial and Accounting Officer) Page 15 of 15 SIGNATURES Pursuant to the requirements 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. IMMUNOMEDICS, INC. (Registrant) DATE: November 13, 1998 /s/ Robert J. DeLuccia ___________________________________ Robert J. DeLuccia, President and Chief Executive Officer (Principal Executive Officer) DATE: November 13, 1998 /s/ Kevin F.X. Brophy ___________________________________ Kevin F.X. Brophy, Vice President, Finance & Administration (Principal Financial and Accounting Officer) Page 15 of 15