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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to _________
Commission file Number 0-29275
EAGLETECH COMMUNICATIONS, INC.
(Name of Small Business Issuer in its charter)
Nevada 13-4020694
(State or other jurisdiction of incorporation (IRS Employer Identification No.)
or organization)
305 South Andrews Avenue, Fort Lauderdale, Florida 33301
(Address of principal executive offices) (Zip code)
Issuer's telephone number: (954) 462-1494
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [] No[]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 10,141,575 Shares of Common Stock
Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X]
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
EAGLETECH COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
MARCH 31, 2000
ASSETS
Current assets:
Cash and cash equivalents $ 1,061,779
------------
Total current assets 1,061,779
------------
Property and equipment, net 581,066
Less accumulated deprecation (50,187)
Patents, net 19,306
------------
$ 1,611,964
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 6,815
Prepaid interest 32,000
Judgments payable 24,638
------------
Total current liabilities 63,453
------------
Long term portion of prepaid interest 28,000
------------
Stockholders' equity
Series A convertible preferred stock, $.01 par value, 10,000,000
shares authorized; 321,389 shares issued and
outstanding 3,214
Common stock, $.0001 par value, 100,000,000 shares
authorized; 10,141,575 shares issued and
outstanding 1,015
Additional paid-in capital 13,931,868
Deferred compensation (173,128)
Preferred stock receivable (400,000)
Deficit accumulated during the development stage (11,842,458)
------------
Stockholders' equity 1,520,511
------------
$ 1,611,964
============
The accompanying notes are an integral part of these financial statements.
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EAGLETECH COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
December 20, 1996
(inception)
Three months ended June 30, to March 31,
2000 1999 2000
------------ ------------ ------------
Sales $ -- $ -- $ --
Operating expenses:
Selling, general, and administrative 844,378 513,932 2,166,277
Research and development 28,071 -- 179,480
Stock issued for services -- 7,543,768 9,500,388
------------ ------------ ------------
Total operating expenses 872,449 8,057,700 11,846,145
------------ ------------ ------------
Loss from operations (872,449) (8,057,700) (11,846,145)
------------ ------------ ------------
Other income (expense):
Interest expense (616) (6,105) (35,327)
Interest income 14,460 -- 29,500
Gain on settlement of judgments -- -- 32,476
Loss on disposal of property and equipment -- -- (22,962)
------------ ------------ ------------
Total other income (expense) 13,844 (6,105) 3,687
------------ ------------ ------------
Net loss $ (858,605) $ (8,063,805) $(11,842,458)
============ ============ ============
Loss per share, basic and diluted $ (0.08) $ (1.41)
============ ============
Weighted averages shares outstanding 10,143,168 5,726,279
============ ============
The accompanying notes are an integral part of these financial statements.
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EAGLETECH COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES TO STOCKHOLDERS' EQUITY
Series A preferred stock Common stock Additional
------------------------ ------------ paid-in
Shares Amount Shares Amount capital
------ ------ ------ ------ -------
Issuance of stock,
December 20, 1996 -- $ -- 4,882,401 $ 488 $ (486)
Net loss for year ended
March 31, 1997 -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Balance, March 31, 1997 -- -- 4,882,401 488 (486)
Net loss for year ended
March 31, 1998 -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Balance, March 31, 1998 -- -- 4,882,401 488 (486)
Net loss for year ended
March 31, 1999 -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Balance, March 31, 1999 -- -- 4,882,401 488 (486)
Recapitalization -- -- 703,452 70 88
Sale of common stock -- -- 3,455,833 345 1,750,655
Issuance of stock for compensation -- -- 735,402 74 6,281,819
Issuance of stock options -- -- -- -- 1,162,500
Issuance of stock for services -- -- 240,000 24 2,609,976
Notes converted to common stock -- -- 117,599 12 88,188
Issuance of stock for settlement
of GHE liabilities -- -- 6,888 1 19,999
Contribution of interest -- -- -- -- 25,091
Net loss for the year ended
March 31, 2000 -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Balance, March 31, 2000 10,141,575 1,014 11,937,830
Sale of Series A preferred stock 321,389 3,214 -- -- 1,963,101
Issuance of stock for settlement
of GHE liabilities -- -- 5,000 1 30,937
Amortization of deferred compensation -- -- -- -- --
Net loss for the year ended
June 30, 2000 -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Balance, June 30, 2000 321,389 $ 3,214 10,146,575 $ 1,015 $ 13,931,868
============ ============ ============ ============ ============
Deficit accumulated
during the
Deferred Preferred stock development
compensation receivable stage Total
------------ ---------- ----- -----
Issuance of stock,
December 20, 1996 $ -- $ -- $ -- $ 2
Net loss for year ended
March 31, 1997 -- -- (98,010) (98,010)
------------ ------------ ------------ ------------
Balance, March 31, 1997 -- -- (98,010) (98,008)
Net loss for year ended
March 31, 1998 -- -- (136,292) (136,292)
------------ ------------ ------------ ------------
Balance, March 31, 1998 -- -- (234,302) (234,300)
Net loss for year ended
March 31, 1999 -- -- (57,481) (57,481)
------------ ------------ ------------ ------------
Balance, March 31, 1999 -- -- (291,783) (291,781)
Recapitalization -- -- -- 158
Sale of common stock -- -- -- 1,751,000
Issuance of stock for compensation -- -- -- 6,281,893
Issuance of stock options (554,004) -- -- 608,496
Issuance of stock for services -- -- -- 2,610,000
Notes converted to common stock -- -- -- 88,200
Issuance of stock for settlement
of GHE liabilities -- -- -- 20,000
Contribution of interest -- -- -- 25,091
Net loss for the year ended
March 31, 2000 -- -- (10,692,070) (10,692,070)
------------ ------------ ------------ ------------
Balance, March 31, 2000 (554,004) -- (10,983,853) 400,987
Sale of Series A preferred stock -- (400,000) -- 1,566,315
Issuance of stock for settlement
of GHE liabilities -- -- -- 30,938
Amortization of deferred compensation 380,876 -- -- 380,876
Net loss for the year ended
June 30, 2000 -- -- (858,605) (858,605)
------------ ------------ ------------ ------------
Balance, June 30, 2000 $ (173,128) $ (400,000) $(11,842,458) $ 1,520,511
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
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EAGLETECH COMMUNICATIONS, INC.,
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
December 20, 1996
(inception)
Three months ended June 30, to June 30,
2000 1999 2000
------------ ------------ -----------------
Cash flows from operating activities:
Net loss $ (858,605) $ (8,063,805) $(11,842,458)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 20,574 -- 57,030
Amortization of deferred compensation 380,876 380,876
Issuance of stock for services and compensation 30,938 7,543,768 8,922,831
Issuance of stock options to purchase common stock -- -- 608,496
Start up expense -- 204,000 20,160
Loss on disposal of property and
equipment -- -- 22,962
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable
and accrued expenses (43,305) (2,238) 31,903
Increase (decrease) in judgments payable -- -- 24,638
------------ ------------ ------------
Net cash used in operating activities (469,522) (318,275) (1,773,562)
------------ ------------ ------------
Cash flows from investing activities:
Patents (3,957) (1,500) (19,498)
Purchases of property and equipment (330,051) (5,352) (610,679)
------------ ------------ ------------
Net cash used in investing activities $ (334,008) $ (6,852) $ (630,177)
------------ ------------ ------------
The accompanying notes are an integral part of these financial statements.
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EAGLETECH COMMUNICATIONS, INC.,
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
December 20, 1996
(inception)
Three months ended June 30, to June 30,
2000 1999 2000
------------ ------------ -----------------
Proceeds from debt $ -- $ -- $ 176,330
Proceeds from sale of preferred stock 1,626,315 1,626,315
Proceeds from sale of stock -- 1,261,000 1,751,000
Payments on related party notes -- (54,225) (88,127)
------------ ------------ ------------
Net cash provided by financing activities 1,626,315 1,206,775 3,465,518
------------ ------------ ------------
Net increase in cash and cash
equivalents: 822,785 881,648 1,061,779
------------ ------------ ------------
Cash and cash equivalents, beginning of period 238,994 -- --
------------ ------------ ------------
Cash and cash equivalents, end of period $ 1,061,779 $ 881,648 $ 1,061,779
============ ============ ============
Supplemental disclosure of cash flow information:
Cash paid for interest during the period $ -- $ -- $ --
============ ============ ============
Cash paid for income taxes during the period $ -- $ -- $ --
============ ============ ============
Schedule of noncash investing and financing activities:
Interest on convertible and related party notes contributed to
additional paid-in capital $ -- $ 12,138 $ 25,091
============ ============ ============
Issuance of common stock to settle liabilities $ -- $ -- $ 20,000
============ ============ ============
The accompanying notes are an integral part of these financial statements.
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EAGLETECH COMMUNICATIONS, INC.,
(A DEVELOPMENT STAGE COMPANY)
SELECTED NOTES TO FINANCIAL STATEMENTS
1. UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying financial statements of the Company for the three months ended
June 30, 2000 and 1999, and for the period from December 20, 1996 (inception) to
June 30, 2000, are unaudited, but, in the opinion of management, reflect the
adjustments, all of which are of a normal recurring nature, necessary for a fair
presentation of these financial statements in accordance with generally accepted
accounting principles. The preparation of financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amount of revenue and expense during the reporting period. Actual results could
differ from those estimates.
The results of operations for an interim period are not necessarily indicative
of the results for a full year.
The interim unaudited financial statements should be read in conjunction with
the financials statements and notes for the year ended March 31, 2000 filed as
part of the Company's Form 10-KSB.
2. SALE OF SECURITIES
The following equity transactions occurred subsequent to the Company's year-end
on March 31, 2000.
On May 19, 2000, the Company completed a private placement of 321,389 shares of
Series A convertible preferred stock for $1,556,315, net of expenses. The
preferred shares may be converted at any time, at the option of the holder, into
common stock of the Company. The conversion price is the lesser of the purchase
price ($6.70 per share) or 80% of the average of the lowest three closing prices
during the twenty trading days prior to conversion. If the conversion price at
the time of any conversion is less than $5.00, then at the option of the
Company, the preferred stock may be redeemed by the Company at a price equal to
120% of the purchase price. The preferred stock will be entitled to a 10% annual
dividend. The dividend will be payable in common stock upon conversion of the
preferred stock. In addition, the preferred stockholders received 1.2 warrant
shares for each share of preferred stock purchased. The warrants entitle the
holders to purchase common stock at $6.70 per share. The term of the warrants is
three years. In connection with this transaction the Company received notes from
two preferred stockholders totaling $400,000. The notes are secured by the
preferred shares and are due May 16, 2002 with interest of 8%. The preferred
stockholders prepaid interest of $64,000 for the two-year period.
On June 1, 2000, the Company issued 5,000 shares of common stock as settlement
of a liability. The shares were valued at the closing market price on June 1,
2000.
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EAGLETECH COMMUNICATIONS, INC.,
(A DEVELOPMENT STAGE COMPANY)
SELECTED NOTES TO FINANCIAL STATEMENTS
3. COMMITMENTS
EMPLOYMENT AGREEMENTS - On April 30, 2000, the Company entered into an
employment agreement with the president and chief executive officer for three
years commencing May 1,2000. The agreement included a signing bonus of $100,000
and an initial annual compensation of $200,000. On May 1, 2001 the salary
increases to $225,000 and on May 1, 2002 to $250,000. In addition the employee
shall receive 300,000 common stock options at fair market value on the day of
the grant expiring 10 years from issue date. Options shall vest immediately and
will be 100% granted on May 1st of the following years: May 1, 2000, 2001, and
2002.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
PLAN OF OPERATIONS
Over the next twelve months, Eagletech intends to continue to rollout
its EagleOne(TM) service bureau product throughout the Southeastern United
States. Eagletech believes that such an expansion will require substantial
investment in equipment and administrative personnel. Eagletech will continue to
outsource marketing, technical assistance and manufacturing. Because Eagletech
has its equipment manufactured by a third party under a fixed-cost contract,
Eagletech can estimate the cost of producing new service bureaus. Eagletech must
negotiate with local telephone service providers to site equipment. Eagletech
has received a patent (Patent No. 6,058,180) from the United States Patent and
Trademark Office for its core technology that allows the use of one telephone
line for "One Number, Follow Me" service. Although Eagletech intends to
continually update and refine its products and services to increase customer
satisfaction, Eagletech does not need additional research and development to
have an operational service bureau in place.
REVENUES
The Company has not had any revenues from operations during this period. The
Company expects to begin generating revenues beginning in August 2000 for
services provided beginning in July 2000.
LIQUIDITY AND CAPITAL RESOURCES
At the end of the quarter ended June 30, 2000, Eagletech has cash
resources of $1,061,779 and no long-term debt or currently due debt, except for
normal trade payables. The cash on hand represents the remaining proceeds of the
Company's private placement that closed on May 19, 2000. Based on Eagletech's
existing expenses, this is sufficient capital for 9 months of operations if
Eagletech generated no revenues from operations and raised no additional funds.
Eagletech expects to begin to receive cash flow from operations beginning in
August 2000 of approximately $10,000 per month, with $125,000 per month expected
once its initial service bureau is fully subscribed. On this basis, if Eagletech
did not expand beyond its present size, Eagletech could operate on a profitable
basis, but Eagletech's expansion beyond its present market would be extremely
slow.
On May 25, 2000, Eagletech announced its plans to expand to the
Atlanta, Georgia and Charlotte, North Carolina markets. Eagletech has already
purchased the equipment necessary to
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service these markets with the proceeds of its private placement that closed on
May 19, 2000. Eagletech plans to greatly expand its operations and is in
negotiations with two sources of additional financing to raise approximately
$2,000,000 through the sale of additional equity to fund the national roll-out
of the EagleOne(TM) service bureau product. Eagletech believes that this
additional funding will allow us to expand the EagleOne(TM) service bureau
product to an additional 8 to 10 markets within the 9 state BellSouth service
area. Of this funding, approximately $800,000 will be used for purchase of
equipment, $400,000 for marketing and $800,000 for general working capital.
Eagletech may need to hire additional administrative and customer service
personnel as part of this expansion.
COMPETITION
Eagletech competes with a variety of companies that provide some type
of message services. There are a number of turnkey voice mail systems available
on the market, the majority featuring expensive, high density equipment focused
on larger businesses. There are also several excellent software products on the
market but require programming experience and are aimed at developers and not
end users.
Eagletech's competitors include voice mail service bureaus, which are
typically local paging companies that offers basic voice mail/pager notification
mailboxes at bargain prices but without advanced features. These services
require the user to call in for voice mail messages and do not automatically
connect calls. AT&T, MCI and MCI-WorldCom offer "One Number- Follow Me" service
bureaus, but they require the caller to enter a PIN number and are sold as
measured rate service -- $0.27 peak to $0.15 off peak per minute. Inexpensive
local flat rate service of the type provided by Eagletech is not available.
These services are similar in that the system accepts the call, places the
caller on hold and then opens a second line to call the subscriber. If that call
does not connect, the system opens another line to try a second number, and so
on. Once the parties are connected, the call remains routed through the system
hardware until the call is completed, tying up available lines.
In contrast, Eagletech's proprietary technology uses only one line for
both the incoming and outgoing call and, once the parties are connected, the
system is able to free-up that line for the next call. In this way, Eagletech
believes that its system makes much more efficient use of available telephone
lines and thus Eagletech is able to provide its services for one flat rate per
month of $24.95.
Eagletech most direct competitor is Linx Communications. Founded in
1996 as a distributor for the Wildfire product line, Linx is now a national
communications service provider offering businesses and consumers local and
toll-free access to a number of communications products and services through the
telephone or Internet. Linx offers customizable unified communication services
that allow individuals to connect to important callers and gives them access to
messages with one local or toll free phone number or Internet connection.
Funded by Advanced Technology Ventures and One Liberty Ventures, Linx
makes its users accessible through a single number (local or toll-free) and
provides a single point of access, through the telephone or the Internet, for
all voice messages, faxes and email. When a caller dials a user's
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LinxConnect number, the system rings up to three user-specified numbers
simultaneously and announces the caller. The user can choose to take the call,
send it to voice mail, or transfer the call to a colleague. For faxes, users can
send an incoming fax to specified machines or hold it in queue for printing
later.
There are key differences between the EagleOne and LinxConnect.
LinxConnect rings three numbers simultaneously while EagleOne rings them in
sequence. The LinxConnect configuration requires the use of multiple lines at
the same time, thereby limiting the number of subscribers possible per switch to
less than the 300 possible under Eagletech's system, where only two lines are
used. EagleOne's proprietary switching configuration permits at least 1500
subscribers per switch, thereby insuring a substantial cost advantage to
Eagletech in providing these unifying message services. Further, the LinxConnect
service includes a measured meter rate component for long distance calls that
may result in the user paying more per minute than under his or her current long
distance provider. EagleOne's patented proprietary technology provides Eagletech
with a competitive advantage while providing the customer with a fixed rate
solution.
GOVERNMENT REGULATIONS
The Telecommunications Act of 1996 was enacted to foster competition in
the telecommunications industry. Under the act, Eagletech is considered an
Exempt Telecommunications Company (Information Service Provider) because it is
in the business of providing telecommunications services using facilities and
services of a regulated telecommunications carrier.
Under the terms of the Modified Final Judgment of 1983 that brought
about the breakup of AT&T, Eagletech is an "Information Service Provider." As an
ISP, Eagletech is not required to pay access fees, as compared to a "carrier"
which is required to pay access fees to the local exchange carriers. The FCC is
currently reviewing the issue of access fee reform and has taken the position
that "ISPs" should remain free from access fees.
Eagletech has 5 full time employees and operates one facility at 305
South Andrews Avenue, Fort Lauderdale, Florida used as the principal corporate
office and the site of its initial service bureau.
Eagletech has significant capital needs, which to date Eagletech has
met through private sales of its equity and loans. In the quarter ended June 30,
2000, Eagletech raised $2.1 million from investors in a private placement of
convertible preferred stock. Eagletech will continue to need substantial
infusions of capital, which it expects to continue to fund primarily from
private sales of its equity and loans, or by a public offering of its equity or
debt securities. Eagletech is in negotiations with two sources of additional
financing to raise approximately $2,000,000 through the sale of equity to fund
the national rollout of the EagleOne(TM) service bureau product. Eagletech
believes that this additional funding will allow us to expand the EagleOne(TM)
service bureau product to an additional 8 to 10 markets in the 9 state BellSouth
service area. Of this possible funding, approximately $800,000 will be used for
purchase of equipment, $400,000 for marketing and $800,000 for general working
capital. Eagletech may need to hire additional administrative and customer
service personnel as part of this expansion.
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PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not Applicable.
ITEM 2. CHANGES IN SECURITIES.
On May 19, 2000, the Registrant, Eagletech Communications, Inc., closed on a
private placement of 321,389 shares of Class A Convertible Preferred Stock
("Preferred Stock") and Warrants to purchase 385,667 shares of Common Stock
("Warrants") to accredited investors under Rule 506 of Regulation D. The shares
of Common Stock underlying the Preferred Stock and the Warrants are subject to
registration rights.
The sale price of the Preferred Stock was $6.70 per share, for gross proceeds of
$2,153,300. The Preferred Shares may be converted at any time, at the option of
the holder, into common stock of the Company. The conversion price is the lesser
of the purchase price ($6.70 per share) or 80% of the average of the lowest
three closing prices during the twenty trading days prior to conversion. If the
conversion price at the time of any conversion is less than $5.00, then at the
option of the Company, the Company may redeem the Preferred Stock at a
redemption price equal to 120% of the purchase price. The Preferred Stock will
be entitled to a 10% annual dividend. The dividend will be payable in common
stock upon conversion of the Preferred Stock. In addition, the purchasers
received a Common Stock Purchase Warrant (a "Warrant") to purchase 1.2
shares of Common Stock for each share of Preferred Stock purchased. The Warrants
have an exercise price of $6.70 per share. The term of the Warrant is three
years. In connection with this transaction the Company received notes from two
preferred stockholders totaling $400,000. The notes are secured by the Preferred
Stock and are due May 16, 2002 with interest of 8%. These preferred stockholders
prepaid interest of $64,000 for the two-year period.
On June 1, 2000, the Company issued 5,000 shares of common stock as settlement
of a liability, which were valued at $30,938 based on the closing price on June
1, 2000.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 15, 2000, a majority of the stockholders of the Company approved
by written consent an amendment to the Company's certificate of incorporation
authorizing 5,000,000 shares of preferred stock, of which 1,000,000 shares were
designated as Class A Preferred Stock.
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ITEM 5. OTHER INFORMATION.
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibit
No
(3) Articles of Incorporation and Bylaws
3.1 Articles of Incorporation +
3.1(a) Amendment to Articles of Incorporation #
3.2 Bylaws +
(4) Instruments Defining Rights of Holders
4.1 Form of Warrant#
(10) Material Contracts
10.1 Consulting Agreement with LBC Capital, Inc. +
10.2 Services Agreement with BellSouth Telecommunications, Inc. +
10.3 Employment Agreement with Robert J. Dobbs +
10.4 Employment Agreement with Rodney Young +
10.5 Employment Agreement with Robert Bergman +
10.6 Form of Securities Purchase Agreement#
10.7 Form of Regulation Rights Agreement#
(21) Subsidiaries of the Registrant
21.1 Subsidiaries of the Registrant +
(27) Financial Data Schedule
27.1 Financial Data Schedule ++
- --------
+ Filed with the Company's initial filing on Form 10-SB filed February 1, 2000.
++ Filed herewith
# Filed with the Company's Form 8-K on June 2, 2000.
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REPORTS ON FORM 8-K
The Company filed a Form 8-K on June 2, 2000 concerning the sale of
Preferred Stock described in Item 2, above.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf of the undersigned, thereunto duly
authorized.
EAGLETECH COMMUNICATIONS, INC.
------------------------------
(Registrant)
Date: July 27, 2000 /s/ Robert J. Dobbs, Jr.
----------------------------------------------
Robert J. Dobbs, Jr. President and Chief
Executive Officer
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