Rule 424(b)(2)
Prospectus supplement to prospectus filed September 21, 1998
This supplement supersedes and replaces the "selling stock holders"
section of the originally filed prospectus.
SELLING STOCK HOLDERS
The Selling Stock Holders acquired the Securities in connection with
the 1996 Stock Option Plan and the 1998 Stock Option Plan.
The following table sets forth (a) the name of the Selling Stock
Holder, (b) the number of Securities beneficially owned by the Selling Stock
Holder as of June 30, 2002; (c) the number of Securities being offered by the
Selling Stock Holders, and (d) the number of Securities outstanding to be
beneficially owned by the Selling Stock Holders following this Offering,
assuming the sale pursuant to this Offering or otherwise of all of the
Securities that are the subject of the Registration Statement of which this
Prospectus forms a part. There can be no assurance, however, that the Selling
Security Holder will sell any or all of the Securities offered hereunder.
Securities
Beneficial Securities Offered Owned After
Selling Stockholder Ownership Hereby Offering
- ------------------- ---------- ------------------ ------------
Richard Benaim 4,000 (1) 4,000 0
Bentzion Berkovits 141,250 (2) 5,000 136,250
Daniel Berkovits 5,000 (2) 5,000 0
Samuel Jacob Berkovits 3,539,900 (3) 643,500 2,896,400
Drew Bricker 15,000 15,000 0
Mary Coelho 500 (4) 500 0
Gary Davis 35,000 35,000 0
Leonard Fasullo 64,500 (5) 35,000 29,500
Meyer Feiler 110,000 (6) 60,000 50,000
Jacques Feldman 10,000 (5) 10,000 0
Sandra Fiedler 1,250 (7) 1,000 250
J. Bruce Fleischer 5,000 (5) 5,000 0
Al Gardner 3,000 (8) 3,000 0
Meir Gazit 500 (7) 500 0
Rob Gross 5,000 5,000 0
Aaron Grubner 10,000 10,000 0
Para Karakabakov 500 (9) 500 0
Marty Kirshenbaum 24,500 (2) 15,000 9,500
Barbara Klim 2,000 (10) 2,000 0
Donna Kong-Cowan 1,000 1,000 0
Aviva Langner 30,000 30,000 0
Sue Lanza 7,500 (11) 4,000 3,500
Sol Neger 5,000 (5) 5,000 0
Joan Panjunen 10,000 10,000 0
Angeliki Parpoulas 1,500 1,000 500
Anca Perieteanu 35,000 (5) 30,000 5,000
Lazo Sopov 10,000 (12) 10,000 0
Jana Spagnuolo 1,000 (7) 1,000 0
Maria Tavares 1,000 1,000 0
John Twena 15,000 (13) 15,000 0
Patricia Vella 250 250 0
Charles Winston 8,750 8,750 0
- -----------------------------------------------------------------------------------
(1) Includes 1,000 shares issuable upon options that are currently exercisable
or exercisable within the next sixty days.
(2) Includes 1,250 shares issuable upon options that are currently exercisable
or exercisable within the next sixty days.
(3) Includes (i) 426,000 shares of Common Stock owned by the Berkovits Family
Trust of which Mr. Berkovits and his wife are co-trustees; (ii) 390,000
shares of Common Stock owned by his wife and (iii) 261,500 shares issuable
upon options that are currently exercisable or exercisable in the next
sixty days. Does not include (i) an aggregate of 136,250 shares of Common
Stock owned by Mr. Berkovits' sons who are independent of their father.
(4) Includes 500 shares issuable upon options that are currently exercisable or
exercisable within the next sixty days.
(5) Includes 5,000 shares issuable upon options that are currently exercisable
or exercisable within the next sixty days.
(6) Includes 45,000 shares issuable upon options that are currently exercisable
or exercisable within the next sixty days.
(7) Includes 250 shares issuable upon options that are currently exercisable or
exercisable within the next sixty days.
(8) Includes 3,000 shares issuable upon options that are currently exercisable
or exercisable within the next sixty days.
(9) Includes 375 shares issuable upon options that are currently exercisable or
exercisable within the next sixty days.
(10) Includes 2,000 shares issuable upon options that are currently exercisable
or exercisable within the next sixty days.
(11) Includes 4,000 shares issuable upon options that are currently exercisable
or exercisable within the next sixty days.
(12) Includes 2,500 shares issuable upon options that are currently exercisable
or exercisable within the next sixty days.
(13) Includes 11,250 shares issuable upon options that are currently exercisable
or exercisable within the next sixty days.