SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Year Ended December 31, 2003
OR
( ) Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission File Number 000-23019
KENDLE INTERNATIONAL INC.
Ohio IRS Employer ID
(State or other jurisdiction No. 31-1274091
of incorporation or organization)
441 Vine Street, 1200 Carew Tower
Cincinnati, Ohio 45202
513-381-5550
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, No Par Value
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 [X] No [ ]
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. [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [ ]
The aggregate market value of the Registrant's Common Stock at June 30, 2003
held by non-affiliates was $56,116,757 (based on the closing price of the
Company's Common Stock on The Nasdaq National Market on June 30, 2003 of $6.19).
Shares of Common Stock held by each Executive Officer and Director and by any
person who owns 10% or more of the outstanding Common Stock have been excluded
in that such person might be deemed to be an affiliate.
As of February 27, 2004, 13,099,789 shares of no par value Common Stock were
issued and 13,079,892, shares of no par value Common Stock were outstanding.
Documents Incorporated by Reference
Portions of the Registrant's Proxy Statement to be filed with the Commission for
its 2004 Annual Meeting of Shareholders to be held May 6, 2004 are incorporated
by reference into Part III of the Registrant's Annual Report on Form 10-K as
originally filed on March 15, 2004.
See Exhibit Index on page 2.
EXPLANATORY NOTE
Form 10-K/A (this "Amendment") has been filed with the Securities and Exchange
Commission (the "Commission") by the Company to amend its Annual Report on Form
10-K for the fiscal year ended December 31, 2003, originally filed with the
Commission on March 15, 2004 (the "Original Filing"). The purpose of this
Amendment is to correct the Form and date referenced in Exhibit 32.2 -
Certification Pursuant to 18 U.S.C Section 1350 as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 - Chief Financial Officer, of the Original
Filing.
PART IV
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) and (2) - All financial statements and schedules required to be
filed by Item 8 of this Form 10-K and included in this report are
listed beginning on page F-1. No additional financial statements or
schedules are being filed as the requirements of paragraph (d) of Item
14 are not applicable to the Company.
(3) Exhibits - Exhibits set forth below that are on file with the
Securities and Exchange Commission are incorporated by reference as
exhibits hereto.
<Table>
<Caption>
Exhibit
Number Description of Exhibit Filing Status
- ------- ---------------------- -------------
2.1 Stock Purchase Agreement dated July 1, 1997 by and among the Company
and Shareholders of U-Gene Research B.V. A
2.2 Escrow Agreement dated June 27, 1997 among the Company, Keating,
Muething & Klekamp, P.L.L., Bio-Medical Research Holdings, B.V.,
Utrechtse Particatiemaatschappij B.V., P.J. Morrison, T.S. Schwarz,
I.M. Hoepelman , Ph.K. Peterson, J. Remington, M. Rozenberg-Arska and
L.G.W. Sterkman A
2.3 Share Purchase Agreement dated July 2, 1997 by and among the Company
and the Shareholders of GMI Gescellschaft fur Angewandte Mathematick
und Informatik mbH A
2.4 Stock Purchase Agreement dated February 11, 1998 by and among the
Company and the Shareholders of ACER/EXCEL Inc. B
2.5 Escrow Agreement dated February 11, 1998 among the Company, Tzuo-Yan
Lee, Jean C. Lee, Michael Minor, Conway Lee, Steven Lee, Jean C. Lee,
as Trustee under a Trust dated March 8, 1991 fbo Jennifer Lee,
Citicorp Trust-South Dakota and The Fifth Third Bank C
2.6 Registration Rights Agreement dated February 11, 1998 among the
Company and Tzuo-Yan Lee, Jean C. Lee, Michael Minor, Conway Lee,
Steven Lee, Jean C. Lee, as Trustee under a Trust dated March 8, 1991
fbo Jennifer Lee, Citicorp Trust-South Dakota C
2.7 Share Purchase Agreement dated December 23, 1998 by and among the
Company and the Shareholders of Research Consultants (International)
Holdings Limited D
2.8 Escrow Agreement dated January 5, 1999 among the Company, John
Glasby, Gillian Gregory, Michael Roy Broomby and Peter Nightingale D
2.9 Option Agreement dated September 9, 1998 by and between the Company
and Component Software International, Inc. D
2.10 Notice of Option Exercise dated January 11, 1999 of the Option
Agreement dated September 9, 1998 D
2.11 Multi-Year Strategic Services Agreement dated January 20,1999 by and
between the Company and Component Software International, Inc. D
2.12 Asset Purchase Agreement dated June 27, 1999 by and among the Company
and the Shareholders of Health Care Communications, Inc. F
2.13 Stock Purchase Agreement dated June 4, 1999 by and among the Company
and the Shareholders of ESCLI S.A. G
2.14 Asset Purchase Agreement dated July 13, 1999 by and among the Company
and the Shareholders of HCC Health Care Communications (1991), Ltd. G
2.15 Share Purchase Agreement dated August 31, 1999 by and among the
Company and the Shareholder of Specialist Monitoring Services Limited G
</Table>
2
<Table>
2.16 Escrow Agreement dated July 13, 1999 by and among the Company,
Geoffrey H. Kalish, M.D., Bradley D. Kalish, Jill Kalish, and The
Fifth Third Bank, as Escrow Agent I
2.17 Escrow Agreement dated August 31, 1999 by and among the Company, Paul
Martin, and The Fifth Third Bank, as Escrow Agent I
2.18 Units Purchase Agreement dated April 7, 2000 by and among the Company
and the Shareholders of SYNERmedica PTY Limited and SYNERmedica Unit Trust J
2.19 Stock Purchase Agreement dated February 27, 2001 by and among the
Company and the Shareholders of AAC Consulting Group, Inc. M
2.20 Form of Note Prepayment Agreement R
2(a) Asset Purchase Agreement dated January 29, 2002 among Kendle
International Inc., Clinical and Pharmacologic Research, Inc., Thomas
S. Clark, M.D., Charles T. Clark, and E. Stuart Clark N
2(b) Convertible Subordinated Note, dated January 29, 2002 issued by
Kendle International Inc. to Clinical and Pharmacologic Research, Inc. N
3.1 Restated and Amended Articles of Incorporation A
3.2 Amended and Restated Code of Regulations A
3.3 Amendment of the Restated and Amended Articles of Incorporation to
Increase the Authorized Shares E
4 Specimen Common Stock Certificate A
4.1 Shareholder Rights Agreement dated August 13, 1999 between the
Company and The Fifth Third Bank, as Rights Agent H
10.1 Amended and Restated Shareholders' Agreement dated June 26, 1997 A
10.2 Master Lease Agreement dated November 27, 1996 by and between the
Company and Bank One Leasing Corporation, as amended on April 18, 1997 A
10.6 Master Equipment Lease dated August 16, 1996 by and between the
Company and The Fifth Third Leasing Company A
10.7 Lease Agreement dated December 9, 1991 by and between the Company and
Carew Realty, Inc., as amended on December 30, 1991, March 18, 1996,
October 8, 1996, January 29, 1997, and February 16, 1999 D
10.8 Indemnity Agreement dated June 21, 1996 by and between the Company
and Candace Kendle Bryan A
10.9 Indemnity Agreement dated June 21, 1996 by and between the Company
and Christopher C. Bergen A
10.10 Indemnity Agreement dated June 21, 1996 by and between the Company
and Timothy M. Mooney A
10.11 Indemnity Agreement dated May 14, 1997 by and between the Company and
Charles A. Sanders C
10.12 Indemnity Agreement dated May 14, 1997 by and between the Company and
Philip E. Beekman C
10.13 Indemnity Agreement dated December 10, 1998 by and between the
Company and Robert Buck D
10.14 Indemnity Agreement dated December 10, 1998 by and between the
Company and Mary Beth Price D
10.15 Form of Indemnity Agreement by and between the Company and each
member of the Company's Board of Directors, except for those
Indemnity Agreements noted above and filed previously. S
10.17 Clinical Trial Service Agreement between the Company and G.D. Searle
& Company dated September 23, 1997 C
10.19 Amended and Restated Credit Agreement dated as of February 26, 1998
by and between the Company and NationsBank, N.A. C
10.21 First Amendment to the Amended and Restated Credit Agreement dated as
of November 25, 1998 by and between the Company and NationsBank, N.A. D
10.22 Credit Agreement dated as of October 13, 2000 among the Company, the
Several Lenders from Time to Time Party Hereto, and Bank One, NA, as Agent K
10.23 Amended and Restated Credit Agreement dated as of June 3, 2002 among
Kendle International Inc., The Several Lenders from Time to Time
Party Hereto and Bank One, NA as Agent O
10.24 Third Amendment to Amended and Restated Credit Agreement Q
10.25 Fourth Amendment to Amended and Restated Credit Agreement S
10.20 MANAGEMENT CONTRACTS AND COMPENSATION PLANS
(a) 1995 Stock Option and Stock Incentive Plan A
(b) 1995 Stock Option and Stock Incentive Plan --Individual Stock
Option Agreement for Incentive Stock Option (contained in Exhibit 10.20(a)) A
(c) 1997 Stock Option and Stock Incentive Plan A
(d) Amendment No. 2 to 1997 Stock Option and Stock Incentive Plan L
(d) Form of Protective Compensation and Benefit Agreement A
(e) 1998 Employee Stock Purchase Plan D
</Table>
3
<Table>
(f) 1997 Directors' Compensation Plan D
(g) Amendment No. 1 to 1997 Stock Option and Stock Incentive Plan P
(h) Amendment No. 3 to 1997 Stock Option and Stock Incentive Plan P
(i) Amendment No. 1 to 1997 Directors Compensation Plan P
(j) Amendment No. 2 to 1997 Directors Compensation Plan P
(k) Amendment No. 1 to 1998 Employee Stock Purchase Plan P
(l) Amendment No. 2 to 1998 Employee Stock Purchase Plan P
(m) Amendment No. 3 to 1998 Employee Stock Purchase Plan P
(n) 2003 Directors Compensation Plan R
14 Code of Ethics S
23.1 Consent of PricewaterhouseCoopers LLP S
23.2 Consent of Deloitte & Touche LLP S
24 Powers of Attorney S
31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) S
31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) S
32.1 Certification Pursuant to 18 U.S.C Section 1350 as Adopted Pursuant
to Section 906 of the Sarbanes- Oxley Act of 2002- Chief Executive Officer S
32.2 Certification Pursuant to 18 U.S.C Section 1350 as Adopted Pursuant
to Section 906 of the Sarbanes- Oxley Act of 2002 - Chief Financial Officer T
</Table>
<Table>
<Caption>
Filing
Status Description of Filing Status
- ------ ----------------------------
A Incorporated by reference to the Company's Registration Statement No.
333-30581 filed under the Securities Act of 1933
B Filed as an exhibit to the Company's Current Report on Form 8-K dated
November 13, 1997
C Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1997
D Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1998
E Incorporated by reference to the Company's Proxy Statement for its
1999 Annual Shareholders' Meeting
F Incorporated by reference to the Company's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1999
G Incorporated by reference to the Company's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 1999
H Incorporated by reference to the Company's filing on Form 8-A dated
September 7, 1999
I Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1999
J Incorporated by reference to the Company's Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2000
K Incorporated by reference to the Company's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2000
L Incorporated by reference to the Company's Proxy Statement for its
2000 Annual Shareholders' Meeting
M Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 2000
N Filed as an exhibit to the Company's Current Report on Form 8-K dated
January 29, 2002
O Filed as an exhibit to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2002
</Table>
4
<Table>
P Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 2002
Q Filed as an exhibit to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2003
R Filed as an exhibit to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2003
S Filed as an exhibit to the Company's Annual Report on Form 10-K for
the year ended December 31, 2003, as originally filed on March 15, 2004.
T Filed herewith.
</Table>
The Company will furnish, without charge, to a security holder upon request a
copy of the documents, portions of which are incorporated by reference (Annual
Report to Shareholders and Proxy Statement), and will furnish any other Exhibit
upon payment of reproduction charges.
(b) Reports on Form 8-K:
On November 3, 2003 the Company filed a Form 8-K to disclose the
non-GAAP financial measures included in its press release announcing
its third quarter results of operations and financial condition and the
reasons for including the non- GAAP financial measures.
(c) Exhibits required by this Form 10-K:
See (a)(3) above.
(d) Financial Statements and Schedules
See (a)(2) above.
5
SIGNATURES
Pursuant to the requirements of Section 13 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.
KENDLE INTERNATIONAL INC.
DATE SIGNED: March 18, 2004 /s/ Candace Kendle
---------------------------------------------
Candace Kendle
Chairman, CEO and Principal Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
<Table>
<Caption>
Signature Capacity Date
- --------- -------- ----
/s/ Candace Kendle Chairman of the Board of March 18, 2004
- -------------------------------- Directors, Chief Executive
Candace Kendle Officer and Principal Executive
Officer
/s/ Christopher C. Bergen President, Chief Operating March 18, 2004
- -------------------------------- Officer and Director
Christopher C. Bergen
/s/ Karl Brenkert III Senior Vice President, March 18, 2004
- -------------------------------- Chief Financial Officer,
Karl Brenkert III Treasurer and Principal Financial
and Accounting Officer
/s/ G. Steven Geis, Ph.D., M.D.* Director March 18, 2004
- --------------------------------
G. Steven Geis, Ph.D., M.D.
/s/ Donald C. Harrison, M.D.* Director March 18, 2004
- --------------------------------
Donald C. Harrison, M.D.
/s/ Timothy E. Johnson, Ph.D* Director March 18, 2004
- --------------------------------
Timothy E. Johnson, Ph.D.
/s/ Frederick A. Russ, Ph.D* Director March 18, 2004
- --------------------------------
Frederick A. Russ, Ph.D.
/s/ Robert C. Simpson* Director March 18, 2004
- --------------------------------
Robert C. Simpson
/s/ Robert R. Buck* Director March 18, 2004
- --------------------------------
Robert R. Buck
*/s/ Karl Brenkert III as Attorney In-Fact March 18, 2004
- --------------------------------
Karl Brenkert III
</Table>
EXHIBIT INDEX
<Table>
<Caption>
Exhibit
Number Description of Exhibit Filing Status
- ------- ---------------------- -------------
2.1 Stock Purchase Agreement dated July 1, 1997 by and among the Company
and Shareholders of U-Gene Research B.V. *
2.2 Escrow Agreement dated June 27, 1997 among the Company, Keating,
Muething & Klekamp, P.L.L., Bio-Medical Research Holdings, B.V.,
Utrechtse Particatiemaatschappij B.V., P.J. Morrison, T.S. Schwarz,
I.M. Hoepelman , Ph.K. Peterson, J. Remington, M. Rozenberg-Arska and
L.G.W. Sterkman *
2.3 Share Purchase Agreement dated July 2, 1997 by and among the Company
and the Shareholders of GMI Gescellschaft fur Angewandte Mathematick
und Informatik mbH *
2.4 Stock Purchase Agreement dated February 11, 1998 by and among the
Company and the Shareholders of ACER/EXCEL Inc. *
2.5 Escrow Agreement dated February 11, 1998 among the Company, Tzuo-Yan
Lee, Jean C. Lee, Michael Minor, Conway Lee, Steven Lee, Jean C. Lee,
as Trustee under a Trust dated March 8, 1991 fbo Jennifer Lee,
Citicorp Trust-South Dakota and The Fifth Third Bank *
2.6 Registration Rights Agreement dated February 11, 1998 among the
Company and Tzuo-Yan Lee, Jean C. Lee, Michael Minor, Conway Lee,
Steven Lee, Jean C. Lee, as Trustee under a Trust dated March 8, 1991
fbo Jennifer Lee, Citicorp Trust-South Dakota *
2.7 Share Purchase Agreement dated December 23, 1998 by and among the
Company and the Shareholders of Research Consultants (International)
Holdings Limited *
2.8 Escrow Agreement dated January 5, 1999 among the Company, John
Glasby, Gillian Gregory, Michael Roy Broomby and Peter Nightingale *
2.9 Option Agreement dated September 9, 1998 by and between the Company
and Component Software International, Inc. *
2.10 Notice of Option Exercise dated January 11, 1999 of the Option
Agreement dated September 9, 1998 *
2.11 Multi-Year Strategic Services Agreement dated January 20,1999 by and
between the Company and Component Software International, Inc. *
2.12 Asset Purchase Agreement dated June 27, 1999 by and among the Company
and the Shareholders of Health Care Communications, Inc. *
2.13 Stock Purchase Agreement dated June 4, 1999 by and among the Company
and the Shareholders of ESCLI S.A. *
2.14 Asset Purchase Agreement dated July 13, 1999 by and among the Company
and the Shareholders of HCC Health Care Communications (1991), Ltd. *
2.15 Share Purchase Agreement dated August 31, 1999 by and among the
Company and he Shareholder of Specialist Monitoring Services Limited *
2.16 Escrow Agreement dated July 13, 1999 by and among the Company,
Geoffrey H. Kalish, M.D., Bradley D. Kalish, Jill Kalish, and The
Fifth Third Bank, as Escrow Agent *
2.17 Escrow Agreement dated August 31, 1999 by and among the Company, Paul
Martin, and The Fifth Third Bank, as Escrow Agent *
2.18 Units Purchase Agreement dated April 7, 2000 by and among the Company
and the Shareholders of SYNERmedica PTY Limited and SYNERmedica Unit Trust *
2.19 Stock Purchase Agreement dated February 27, 2001 by and among the
Company and the Shareholders of AAC Consulting Group, Inc. *
2.20 Form of Note Prepayment Agreement *
2(a) Asset Purchase Agreement dated January 29, 2002 among Kendle
International Inc., Clinical and Pharmacologic Research, Inc., Thomas
S. Clark, M.D., Charles T. Clark, and E. Stuart Clark *
2(b) Convertible Subordinated Note, dated January 29, 2002 issued by
Kendle International Inc. to Clinical and Pharmacologic Research, Inc. *
3.1 Restated and Amended Articles of Incorporation *
3.2 Amended and Restated Code of Regulations *
3.3 Amendment of the Restated and Amended Articles of Incorporation to
Increase the Authorized Shares *
4 Specimen Common Stock Certificate *
4.1 Shareholder Rights Agreement dated August 13, 1999 between the
Company and The Fifth Third Bank, as Rights Agent *
</Table>
<Table>
10.1 Amended and Restated Shareholders' Agreement dated June 26, 1997 *
10.2 Master Lease Agreement dated November 27, 1996 by and between the
Company and Bank One Leasing Corporation, as amended on April 18, 1997 *
10.6 Master Equipment Lease dated August 16, 1996 by and between the
Company and The Fifth Third Leasing Company *
10.7 Lease Agreement dated December 9, 1991 by and between the Company and
Carew Realty, Inc., as amended on December 30, 1991, March 18, 1996,
October 8, 1996, January 29, 1997, and February 16, 1999 *
10.8 Indemnity Agreement dated June 21, 1996 by and between the Company
and Candace Kendle Bryan *
10.9 Indemnity Agreement dated June 21, 1996 by and between the Company
and Christopher C. Bergen *
10.10 Indemnity Agreement dated June 21, 1996 by and between the Company
and Timothy M. Mooney *
10.11 Indemnity Agreement dated May 14, 1997 by and between the Company and
Charles A. Sanders *
10.12 Indemnity Agreement dated May 14, 1997 by and between the Company and
Philip E. Beekman *
10.13 Indemnity Agreement dated December 10, 1998 by and between the
Company and Robert Buck *
10.15 Form of Indemnity Agreement by and between the Company and each
member of the Company's Board of Directors, except for those
Indemnity Agreements noted above and filed previously. *
10.14 Indemnity Agreement dated December 10, 1998 by and between the
Company and Mary Beth Price *
10.17 Clinical Trial Service Agreement between the Company and G.D. Searle
& Company dated September 23, 1997 *
10.19 Amended and Restated Credit Agreement dated as of February 26, 1998
by and between the Company and NationsBank, N.A. *
10.21 First Amendment to the Amended and Restated Credit Agreement dated as
of November 25, 1998 by and between the Company and NationsBank, N.A. *
10.22 Credit Agreement dated as of October 13, 2000 among the Company, the
Several Lenders from Time to Time Party Hereto, and Bank One, NA, as Agent *
10.23 Amended and Restated Credit Agreement dated as of June 3, 2002 among
Kendle International Inc., The Several Lenders from Time to Time
Party Hereto and Bank One, NA as Agent *
10.24 Third Amendment to Amended and Restated Credit Agreement *
10.25 Fourth Amendment to Amended and Restated Credit Agreement *
10.20 MANAGEMENT CONTRACTS AND COMPENSATION PLANS
(a) 1995 Stock Option and Stock Incentive Plan *
(b) 1995 Stock Option and Stock Incentive Plan --Individual Stock
Option Agreement for Incentive Stock Option (contained in Exhibit 10.20(a)) *
(c) 1997 Stock Option and Stock Incentive Plan *
(d) Amendment No. 2 to 1997 Stock Option and Stock Incentive Plan *
(d) Form of Protective Compensation and Benefit Agreement *
(e) 1998 Employee Stock Purchase Plan *
(f) 1997 Directors' Compensation Plan *
(g) Amendment No. 1 to 1997 Stock Option and Stock Incentive Plan *
(h) Amendment No. 3 to 1997 Stock Option and Stock Incentive Plan *
(i) Amendment No. 1 to 1997 Directors Compensation Plan *
(j) Amendment No. 2 to 1997 Directors Compensation Plan *
(k) Amendment No. 1 to 1998 Employee Stock Purchase Plan *
(l) Amendment No. 2 to 1998 Employee Stock Purchase Plan *
(m) Amendment No. 3 to 1998 Employee Stock Purchase Plan *
(n) 2003 Directors Compensation Plan *
14 Code of Ethics *
23.1 Consent of PricewaterhouseCoopers LLP *
23.2 Consent of Deloitte & Touche LLP *
24 Powers of Attorney *
31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) *
31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) *
</Table>
<Table>
32.1 Certification Pursuant to 18 U.S.C Section 1350 as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002- Chief Executive Officer *
</Table>
<Table>
<Caption>
Exhibit
Number Description of Exhibit Filing Status
------ ---------------------- -------------
32.2 Certification Pursuant to 18 U.S.C Section 1350 as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 - Chief Financial Officer T
</Table>
<Table>
<Caption>
Filing
Status Description of Exhibit
- ------ -----------------------
* Incorporated by reference - See Item 15
T Filed herewith
</Table>