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 quarterly period ended March 31, 1997
OR
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 333-12091
INTEROACT SYSTEMS, INCORPORATED
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-1817510
(State of other jurisdiction of incorporation or organization) (I. R. S. Employer Identification No.)
14 WESTPORT AVENUE
NORWALK, CONNECTICUT 06851
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 750-0300
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act 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 ______
The number of shares of the registrant's common stock outstanding on May 9, 1997
was 7,668,555.
INTEROACT SYSTEMS, INCORPORATED
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets - I-1
and March 31, 1997 and December 31, 1996
Consolidated Statements of Operations - I-2
Three months ended
March 31, 1997 and March 30, 1996 and for the period from February
25, 1993 (Date of Inception) to March 31, 1997
Consolidated Statements of Cash Flows - I-3
Three months ended
March 31, 1997 and March 30, 1996 and for the period from February
25, 1993 (Date of Inception) to March 31, 1997
Notes to Financial Statements I-5
Item 2. Management's Discussion and Analysis of Financial Condition I-6
and Results of Operations
PART II. OTHER INFORMATION
Item 5. Other Information II-9
SIGNATURES II-10
INTEROACT SYSTEMS, INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
PART I
ITEM 1. FINANCIAL STATEMENTS
MARCH 31, DECEMBER 31,
1997 1996
------------------ ------------------
(UNAUDITED) (UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $82,902,612 $88,306,387
Accounts Receivable, net of allowance for doubtful
accounts of $10,000 544,807 616,686
Prepaid expenses and other 931,665 1,007,040
------------------ ------------------
Total current assets 84,379,084 89,930,113
------------------ ------------------
PROPERTY AND EQUIPMENT, net 17,622,146 12,104,965
------------------ ------------------
OTHER ASSETS:
Bond issuance costs, net of accumulated amortization
of $274,918 and $169,216, respectively 3,614,170 3,719,872
Deposits 21,834 37,117
Organization costs, net of accumulated amortization of
$32,088 and $30,123, respectively 7,202 9,167
Patents, licenses and trademarks, net of accumulated
amortization of $41,841 and $33,630, respectively 420,106 227,204
Other intangibles, net of accumulated amortization of
$10,043 and $9,411, respectively 24,470 25,102
Investment in unconsolidated affiliate 301,466 -
------------------ ------------------
Total other assets 4,389,248 4,018,462
------------------ ------------------
Total assets $106,390,478 $106,053,540
================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Current portion of long-term debt $129,222 $96,835
Accounts payable 3,336,550 1,242,830
Accrued expenses 3,432,382 1,691,180
Deferred revenue 904,622 479,030
Note Payable - 50,000
------------------ ------------------
Total current liabilities 7,802,776 3,559,875
------------------ ------------------
NOTES PAYABLE TO STOCKHOLDERS 236,500 236,500
------------------ ------------------
LONG-TERM DEBT, NET OF DISCOUNT 81,153,144 77,095,064
------------------ ------------------
OTHER LONG TERM LIABILITIES 50,504 55,004
------------------ ------------------
Total liabilities 89,242,924 80,946,443
------------------ ------------------
COMMON STOCK PURCHASE WARRANTS 24,463,760 24,463,760
------------------ ------------------
Stockholders' Equity (Deficit)
Common stock, no par value; 20,000,000 shares
authorized; 7,668,555 shares issued and outstanding 27,651,071 27,651,071
Additional paid-in capital 768,000 768,000
Deferred compensation (684,800) (723,200)
Deficit accumulated during development stage (35,050,477) (27,052,534)
------------------ ------------------
Total stockholders' equity (deficit) (7,316,206) 643,337
------------------ ------------------
Total liabilities and stockholders' equity (deficit) $106,390,478 $106,053,540
================== ==================
I-1
INTEROACT SYSTEMS, INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE FOR THE FOR THE PERIOD FROM
THREE-MONTH PERIOD THREE-MONTH PERIOD FEBRUARY 25, 1993
ENDED ENDED (DATE OF INCEPTION)
MARCH 31, 1997 MARCH 30, 1996 TO MARCH 31, 1997
--------------- --------------- - -----------------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
Gross Sales $303,715 $66,810 $1,476,417
Less: Retailer reimbursements (186,019) (36,015) (861,012)
----------------------- ------------------------ -----------------------
Net sales 117,696 30,795 615,405
Direct operating expenses (1,074,801) (213,232) (6,093,060)
----------------------- ------------------------ -----------------------
Gross deficit (957,105) (182,437) (5,477,655)
Selling, general and
administrative expenses (3,414,347) (1,344,396) (19,392,813)
Depreciation and amortization (630,800) (119,000) (2,149,422)
----------------------- ------------------------ -----------------------
Loss from operations (5,002,252) (1,645,833) (27,019,890)
Interest expense (4,117,315) (39,395) (11,398,857)
Interest and dividend income 1,124,842 39,479 3,426,327
Other income (expense), net (3,218) 2,219 (58,057)
----------------------- ------------------------ -----------------------
Net loss $(7,997,943) $(1,643,530) $(35,050,477)
======================= ======================== =======================
PER SHARE INFORMATION:
Net loss per share $(1.04) $(0.32)
======================= ========================
Weighted average common shares
outstanding 7,668,555 5,157,901
======================= ========================
I-2
INTEROACT SYSTEMS, INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE FOR THE FOR THE PERIOD FROM
THREE-MONTH PERIOD THREE-MONTH PERIOD FEBRUARY 25, 1993
ENDED ENDED (DATE OF INCEPTION)
MARCH 31, 1997 MARCH 30, 1996 TO MARCH 31, 1997
----------------------- ------------------------ -----------------------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
Cash Flows From Operating Activities
Net loss (7,997,943) (1,643,530) (35,050,477)
Adjustments to reconcile net loss
to net cash used in operating activities
Issuance of convertible note payable
to related party in payment of royalties - - 375,000
Non-cash interest on discounted bonds 4,100,942 - 10,943,838
Amortization of deferred compensation 38,400 - 83,200
Depreciation and amortization 630,800 119,000 2,149,422
Loss on asset disposal - 11,155 84,731
Issuance of note payable to settle
litigation - - 50,000
Acquired research and development expenses - - 611,471
Expiration of acquired prepaid expenses - - 30,000
Stock issued in payment of investment
service fees - - 32,582
(Increase) decrease in accounts receivable
and accrued interest receivable 71,879 (105,231) (544,808)
(Increase) decrease in prepaid expenses
and other 88,642 (76,245) (858,536)
(Increase) decrease in other assets 2,023 (81,020) (302,007)
Increase in accounts payable 2,093,720 394,446 3,336,551
Increase in accrued expenses 1,741,200 247,767 3,547,033
Increase (decrease) in deferred revenue 425,593 (60,345) 904,622
Increase (decrease) in other long-term
liabilities (4,500) 50,504
----------------------- ------------------------ -----------------------
Net cash provided by (used in)
operating activities 1,190,756 (1,194,003) (14,556,874)
Cash Flows From Investing Activities
Organization costs incurred - (39,290)
Patents and licensing agreements - (18,700)
Patent litigation costs (201,112) - (201,112)
Purchases of property and equipment (5,062,081) (115,303) (6,885,716)
Increase (decrease) in product
equipment in process of manufacturing 117,766 (638,307) (2,656,544)
Cost of manufacturing product and test
equipment (1,061,448) (784,850) (9,770,061)
Proceeds from sale of property and
equipment - - 56,908
Investment in unconsolidated affiliate (301,466) - (301,466)
--------------------- ------------------------ -----------------------
Net cash used in investing activities (6,508,341) (1,538,460) (19,815,981)
I-3
INTEROACT SYSTEMS, INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE FOR THE FOR THE PERIOD FROM
THREE-MONTH PERIOD THREE-MONTH PERIOD FEBRUARY 25, 1993
ENDED ENDED (DATE OF INCEPTION)
MARCH 31, 1997 MARCH 30, 1996 TO MARCH 31, 1997
-------------- -------------- -----------------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
Cash Flows From Financing Activities:
Repayment of convertible notes not
converted to equity - (35) (35)
Proceeds from private placement - - 94,655,780
Payment of bond issuance costs - - (3,889,088)
Payment of notes payable to
related party - (275,000) (375,000)
Payment of notes payable (50,000) - (54,575)
Proceeds from repayment of notes
receivable from stockholders - - 70,474
Proceeds from notes payable to
related party - - 375,000
Proceeds from notes payable to
stockholders - - 1,060,474
Repayment of long-term debt (36,190) - (87,436)
Payment of assumed liabilities - - (40,000)
Repayment of convertible notes
payable to related parties - (109,250) (138,500)
Proceeds from common stock
issuance, net of forfeitures - 12,178,438 24,717,287
Repayment of notes payable to
stockholders - - (70,474)
Repayment of accounts receivable
from stockholders - - 1,051,560
----------------------- ----------------------- -----------------------
Net cash provided by (used in)
financing activities (86,190) 11,794,153 117,275,467
Net Increase (Decrease) in Cash and
Cash Equivalents (5,403,775) 9,061,690 82,902,612
Cash and Cash Equivalents at Beginning
of Year 88,306,387 76,085 -
----------------------- ----------------------- -----------------------
Cash and Cash Equivalents at End of
Period $82,902,612 $9,137,775 $82,902,612
======================= ======================= =======================
Supplemental Disclosure of Non-Cash
Activities:
Conversion of debt to common stock - 1,599,965 $1,599,965
======================= ======================= =======================
Conversion of accrued interest to
common stock - 67,958 $67,958
======================= ======================= =======================
Conversion of notes payable to
stockholders and related accrued
interest to common stock - - $417,824
======================= ======================= =======================
Issuance of common stock in
payment of consulting fees - - $55,000
======================= ======================= =======================
Deferred compensation related to
stock options granted - - $768,000
======================= ======================= =======================
Capital leased obligations incurred $131,417 - $508,864
======================= ======================= =======================
I-4
Notes to the Financial Statements
1. In the opinion of the management of InteroAct Systems, Incorporated
(the "Company"), the accompanying unaudited financial statements contain all
adjustments necessary to present fairly the Company's financial position as of
March 31, 1997 and the results of operations and cash flows for the three months
ended March 31, 1997 and March 30, 1996. Additionally, it should be noted that
the accompanying financial statements do not purport to be a complete disclosure
in conformity with generally accepted accounting principles. These statements
should be read in conjunction with the Company's audited financial statements
for the fiscal year ended September 28, 1996 and included in the Company's
Annual Report on Form 10-K.
2. In January 1997, the Company entered into an agreement with a third
party whereby the Company sub-licensed certain patented technology for a 20%
unit interest in Delcar Digital, L.L.C., a New York Limited Liability Company.
The investment is accounted for using the equity method of accounting. As of
March 31, 1997, the aggregated investment costs totaled $301,466. The results of
operations of this entity during the quarter ended March 31, 1997 were not
material.
3. On April 30, 1997, the Company's Board of Directors' approved the
1997 Long-Term Incentive Plan pursuant to which stock options (both incentive
stock options and non-qualified stock options), stock appreciation rights,
unrestricted stock, restricted stock and performance shares may be issued to key
employees, consultants, and directors of the Company. The aggregate number of
shares of the Company's common stock available for issuance under the plan is
500,000 shares, subject to adjustment on the occurrence of certain events
affecting the Company's capitalization. As of May 8, 1997, options to purchase a
total of 371,900 shares of common stock have been granted under the 1997
Long-Term Incentive Plan. Vesting of such options is subject to shareholder
approval of the plan.
I-5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
COMPANY OVERVIEW
The Company develops, owns and operates proprietary electronic
marketing systems that are designed to give consumer products manufacturers (the
"Manufacturers") and retailers the ability to influence the purchasing behavior
of consumers moments before shopping begins and to track and analyze individual
consumer purchasing behavior on an ongoing basis. The Company's current
commercial product offering utilizes interactive "touch-screen" terminals inside
the entrance of retail supermarkets that issue individually targeted, and
immediately usable, coupons and other promotional incentives based on each
consumer's cumulative purchasing history.
The Company had an accumulated deficit as of March 31, 1997 of
$35,050,477 with net losses of $11,558,890 and $4,525,722 for the years ended
September 28, 1996 and September 30, 1995, respectively and net losses of
$7,997,943 and $1,643,530 for the three months ended March 31, 1997 and March
30, 1996, respectively. Comparisons of operating results for the quarters ended
March 31, 1997 and March 30,1996 can be misleading given that the Company's
principal activities during the period from inception (February 25, 1993)
through March 30, 1996 were related to the development, testing and initial
installation of the InteroAct Promotion Network ("IPN") and were limited by the
Company's relatively small capital base. The average number of stores in
commercial test during the quarter ended March 30, 1996 was 60. During 1996, the
Company raised in excess of $125 million in the form of common stock and senior
discount notes with common stock purchase warrants and embarked upon a
larger-scale installation of the IPN. As of March 31, 1997, the Company had
1,001 terminals installed in 570 stores across four grocery chains and
approximately 2,600 additional stores under contract or letter of intent,
compared to 158 terminals in 84 stores across two chains and approximately 300
additional stores under contract as of March 30, 1996.
RECENT DEVELOPMENTS
As of May 9, 1997, the Company has its proprietary IPN installed and operating
in 678 stores and the number of grocery stores under contract or letter of
intent to deploy the IPN has increased to over 3,200 with the recent signing of
a letter of intent with Vons, a Safeway-owned chain comprised of 330
supermarkets in California. In the past 90 days InteroAct has received
contractual commitments to promote new products on its IPN from major consumer
products manufacturers including Procter and Gamble, Heinz, Kimberly Clark and
McNeil Labs. In addition, other manufacturers currently promoting products on
the IPN include, among others, Lever Brothers, James River, Dial, Keebler,
Pepsi, CPC/Best Foods, Disney Publications, Georgia-Pacific and ConAgra.
The Company has made several recent management changes. Thomas Manna has been
hired as Vice President of National Sales to lead a nationwide expansion of the
Company's U.S. brand sales efforts. Mr. Manna is a 18-year veteran of the
packaged goods industry spending his last 10 years as Senior Vice President of
Sales and Client Services for Catalina Marketing Corporation, a leading in-store
electronic promotion company. The Company has also promoted Richard Vinchesi
from Vice President and Chief Financial Officer to Senior Vice President, Chief
Financial Officer and Chief Operating Officer. The position of Senior Vice
President of Sales and Marketing, formerly held by Timothy Simmons, has been
eliminated. The Company is actively searching for a Vice President of Marketing.
I-6
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997 AND MARCH 30, 1996
REVENUE. Revenue was $117,696 and $30,795 in the 1997 and 1996 periods,
respectively. The increase was primarily attributable to the addition of IPN
terminals installed in stores. As of March 31, 1997 and March 30, 1996, 570 and
84 stores contained IPN terminals, respectively. Revenue did not increase
proportionately with the increase in installed stores. The number of
Manufacturers promoting on the IPN for at least one week during the 1997 and
1996 periods increased to 23 from 19, respectively, while total brand offerings
promoted increased to 75 from 66. The total redemptions increased to 2,690,488
in the 1997 period from 287,953 in the 1996 period as a result of an increased
number of stores with IPN terminals installed. Average total
redemptions/day/store increased to 66 from 53 in the 1997 and 1996 periods,
respectively, while average paid redemptions/day/store decreased to 8 from 14.
This was principally a result of IPN terminals in the 1997 period being
supported through a higher number of non-paid incentives than were promoted in
the 1996 period. Average redemptions in new stores are lower than existing
stores until the consumer has been familiarized with the IPN.
DIRECT OPERATING EXPENSES. Direct operating expenses were $1,074,801
and $213,232 in the 1997 and 1996 periods, respectively. The increase was
primarily due to (i) increased employee headcount to support continued store
roll-out and maintain quality operations at current stores ($367,345), (ii)
increased usage of in-store demonstrators to familiarize shopper's with the IPN
($189,869) and (iii) increased supplies and other expenses related to IPN usage
($304,355).
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses were $3,414,347 and $1,344,396 in the 1997 and 1996
periods, respectively. Selling and marketing expenses increased by $1,254,150,
primarily attributable to (i) marketing costs associated with selective brand
promotions sponsored by the Company increasing from $137,249 in 1996 to
$1,023,520 in 1997 and (ii) the hiring of additional marketing and sales force
personnel. General and administrative expenses were $1,774,469 and $958,669 in
the 1997 and 1996 periods, respectively. Research and development, primarily the
development of hardware and software to support the IPN terminals, increased by
approximately $119,000 in the 1997 period. The balance of the increase in the
1997 period was primarily due to additional personnel and associated expenses
required to support the Company's growth.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization was
$630,800 and $119,000 in the 1997 and 1996 periods, respectively. The increase
was due to the increased installed base of IPN terminals, as well as computer
equipment, office equipment and field service vehicle additions.
INTEREST EXPENSE. Interest expense was $4,117,315 and $39,395 in the
1997 and 1996 periods, respectively. The increase was primarily attributable to
the issuance of $142,000,000 of senior discount notes on August 2, 1996, as
described below.
INTEREST AND DIVIDEND INCOME. Interest and dividend income was
$1,124,842 and $39,479 in the 1997 and 1996 periods, respectively. The increases
were due to increased cash balances from the Company's 1996 debt offering.
OTHER INCOME (EXPENSE), NET. Other income (expense), net was ($3,218)
and $2,219 in the 1997 and 1996 periods, respectively. The net expenses in the
1997 period were state income tax expenses. The other income, net, in the 1996
period was primarily a loss on disposal of certain assets of $11,154 offset by
income associated with exploring other opportunities for the Company's
proprietary technology of $13,373.
I-7
Liquidity and Capital Resources
From February 25, 1993, (Date of Inception) to March 31, 1997 the net
cash used in operating activities was $14,556,874 as the Company generated
minimal revenue yet incurred expenses related to the development of its IPN
technology, test marketing the product and recruiting personnel. In addition,
cash used in investing activities was $19,815,981, primarily related to
expenditures for IPN equipment. The Company has funded its operations
principally through equity contributed by its stockholders and through
convertible debt, which was converted into equity on February 1, 1996. From its
inception through March 31, 1997, the Company's stockholders had contributed
$27,651,071 of equity. Of the aforementioned amount, $1,971,130 was originally
issued as debt and subsequently converted to equity. As of March 31, 1997, the
Company had cash and cash equivalents of $82,902,612 and working capital of
$76,576,308.
The Company consummated a private offering of securities (the "Private
Placement") on August 2, 1996 for which it received net proceeds of
approximately $90.9 million. The Private Placement consisted of 142,000 units
(the "Units") of $142,000,000 principal amount of 14% Senior Discount Notes Due
2003 (the "Notes") and warrants (the "Warrants") to purchase initially an
aggregate of 1,041,428 shares of common stock of the Company at $.01 per share.
If the Company has not completed a Qualifying Initial Public Offering (as
defined) by September 30, 1997, the Warrants that have not been exercised will
entitle the respective holders to purchase an aggregate of 1,338,918 shares of
common stock at $.01 per share. For a further description of the Notes and
Warrants, see Notes 1, 7 and 8 to the September 28, 1996 and September 30, 1995
Consolidated Financial Statements filed with the Company's Annual Report on Form
10-K for the fiscal year ended September 28, 1996.
The Company will continue to use the net proceeds from the Private
Placement to fund capital expenditures, working capital requirements and
operating losses incurred with the increased commercialization of its IPN during
1997. As of May 9, 1997, the Company had contracts and letters of intent to
install and operate the IPN in approximately 3,200 stores, of which 678 stores
were installed and operating. Installation costs associated with the stores to
be installed during calendar year 1997, as well as other capital investments in
technology relating to the operation of the IPN, are estimated to be
approximately $38 million. The Company also plans to offer product promotion for
which it will bear the full cost of each redemption without reimbursement from
Manufacturers of approximately $7.5 million during calendar year 1997. The
Company believes that the proceeds from the Private Placement will be sufficient
to meet the Company's currently anticipated operating and capital expenditure
requirements through calendar 1997. However, the Company may seek to raise
additional funds prior to the end of 1997 in order to maintain the planned pace
of IPN installations in 1998.
See "Item 5. Other Information" for a description of certain
information that should be read in conjunction with the foregoing discussion and
analysis.
I-8
PART II
ITEM 5. OTHER INFORMATION
This Form 10-Q should be read in conjunction with the Registrant's Form
10-K for the fiscal year ended September 28, 1996 (the "Form 10-K"). Except for
the historical information presented, the matters disclosed in this report
include forward-looking statements. These statements represent the Company's
current judgment on the future and are subject to risks and uncertainties that
could cause actual results to differ materially. Such factors include, without
limitation, the following: (i) the Company's limited operating history,
significant losses, accumulated deficit and expected future losses, (ii) the
dependence of the Company on its ability to establish, maintain and expand
relationships with Manufacturers to promote brands on the IPN, the lengthy sales
cycle in marketing the IPN to Manufacturers and the uncertainty of market
acceptance for the IPN, (iii) the pressure that rapid growth places on the
Company's managerial, operational and financial resources, the uncertainty as to
whether the Company will be able to manage its growth effectively, the early
stage of the Company's products and services and technical and other problems
that the Company has experienced and may experience with the accelerated
installation of the IPN, (iv) risks related to the Company's substantial
leverage and debt service obligations, (v) the effective subordination of the
Notes to the obligations of its subsidiaries, (vi) the consequences of the
Company's possible need for additional financing, (vii) the lack of product
diversification and the Company's dependence on the consumer products
advertising and promotional business and its expenditures, (viii) the Company's
dependence on third parties such as Coleman Resources, the manufacturer of IPNs,
(ix) the intensely competitive nature of the consumer product and promotional
industry and the greater resources of most of the Company's competitors, (x)
risks that the Company's rights related to patents, proprietary information and
trademarks may not adequately protect its business, (xi) the possible inability
of new management to perform their respective roles and the possible inability
of the Company to attract and retain needed managerial and technical employees
and (xii) the possible conflicts of interest of the Company's directors,
officers and principal shareholders in certain transactions with the Company.
See "Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations - Risk Factors" of the Form 10-K for a more specific
description of these risks.
II-9
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
INTERoACT SYSTEMS INCORPORATED
Date: May 9, 1997
By:
Stephen R. Leeolou, Chief Executive
Officer
Date: May 9, 1997
By:
Richard A. Vinchesi, Sr. Vice President,
Chief Financial Officer/Chief Operating Officer
II-10
INDEX TO EXHIBITS
The following exhibits are filed as part of this report:
EXHIBIT NO. DESCRIPTION
*4(a) Articles of Incorporation of the Registrant, as amended, filed as Exhibit 3(a) to the
Registrant's Registration Statement of Form S-4 (Registration 333-12091)
*4(b) Bylaws of the Registrant, as amended, filed as Exhibit 3(b) to the Registrant's
Registration Statement of Form S-4 (Registration 333-12091)
*4(c) Specimen Certificate of the Registrant's Common Stock, filed as Exhibit 4(a) to the
Registrant's Registration Statement of Form S-4 (Registration 333-12091)
*4(d) Indenture, dated August 1, 1996, between the Company and
Fleet National Bank, as trustee, relating to $142,000,000
in principal amount of 14% Senior Discount Notes due 2003,
filed as Exhibit 4(b) to the Registrant's Registration
Statement of Form S-4 (Registration 333-12091)
10 1997 Long-Term Incentive Plan
27 Financial Data Schedule
- --------------------------------------------------
*Incorporated by reference to the statement or report indicated.
II-11