As filed with the Securities and Exchange Commission on August 26, 1998.
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ORGANIC FOOD PRODUCTS, INC.
----------------------------------------------------
(Exact name of Registrant as specified in its charter)
-----------
California 94-3076294
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
-----------
550 Monterey Road, Suite B, Morgan Hill, California 95037
---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
1995 Stock Option Plan
----------------------
(Full title of the plan)
James F. Swallow, Chief Executive Officer
550 Monterey Road, Suite B
Morgan Hill, California 95037
(408) 782-1133
------------------------------------------
(Name, address, including zip code,
and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to public: From time to
time after the Registration Statement becomes effective.
--------------------------------
Exhibit Index Begins at Page II-5
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Amount to be Proposed Proposed Amount of
Securities Registered(1) Maximum Maximum Registration
to be Offering Aggregate Fee
Registered Price Per Offering
Security(2) Price(2)
- --------------------------------------------------------------------------------
Common Stock, 625,000 Shares $1.34 $837,500 $247.
No par value
================================================================================
(1) This Registration Statement, pursuant to Rule 416, covers any
additional shares of no par value Common Stock ("shares") which become issuable
under the 1995 Stock Option Plan ("Plan") set forth herein by reason of any
stock dividend, stock split, recapitalization or any other similar transaction
without receipt of consideration which results in an increase in the number of
shares outstanding.
(2) Estimated solely for the purpose of computing the amount of the
Registration fee under Rule 457 of the Securities Act of 1933, as amended. A
total of 625,000 shares are issuable under the Plan at an offering price per
share based upon the closing price of the Common Stock on the NASDAQ SmallCap
Market on August 20, 1998 of $1.34 per share.
ii
ORGANIC FOOD PRODUCTS, INC.
PART I
Cross Reference Sheet Required by Item 501
Item in Form S-8 Caption In Prospectus
---------------- ---------------------
1. General Plan Information.................... Cover Page; Issuer and Participating Employees;
Description of the Plan; Tax Consequences
2. Registrant Information and
Employee Plan Annual
Information................................. Available Information
3. Incorporation of Documents
by Reference................................ Incorporation of Documents by Reference
4. Description of Securities................... Description of Common Stock
5. Interests of Named Experts
and Counsel................................. Counsel
6. Indemnification of
Directors and Officers...................... SEC Position Regarding Indemnification
7. Exemption from Registration
Claimed..................................... Not Applicable
8. Exhibits.................................... Not Applicable (See Part II, Item 8)
9. Undertakings................................ Not Applicable (See Part II, Item 9)
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the requirements of the Note to Part I of Form S-8 and Rule
428(b)(1) of the Rules under the Securities Act of 1933, as amended, the
information required by Part I of Form S-8 is included in the Reoffer Prospectus
which follows. The Reoffer Prospectus together with the documents incorporated
by reference pursuant to Item 3 of Part II of this Registration Statement
constitute the Section 10(a) Prospectus.
iii
REOFFER PROSPECTUS
The material which follows, up to but not including the page beginning Part
II of this Registration Statement, constitutes a prospectus, prepared on Form
S-3, in accordance with General Instruction C to Form S-8, to be used in
connection with resales of securities acquired under the Registrant's 1995 Stock
Option Plan by directors of the Registrant, as defined in Rule 405 under the
Securities Act of 1933, as amended.
iv
625,000 SHARES
COMMON STOCK
ORGANIC FOOD PRODUCTS, INC.
---------------
1995 STOCK OPTION PLAN
---------------
This Reoffer Prospectus ("Prospectus") relates to the offering by Organic
Food Products, Inc. (the "Company") and the Company's employees, officers,
directors and consultants of up to 625,000 shares (subject to adjustment in
certain circumstances) of the Company's no par value Common Stock (the "Common
Stock" or "shares"), purchasable by such employees, officers, directors and
consultants pursuant to Common Stock options ("options") under the Company's
1995 Stock Option Plan (the "Plan"). As of the date hereof, 534,000 options
issued under the Plan are outstanding.
---------------
This Prospectus will be used by non-affiliates of the Company as well as
persons who are "affiliates" (as that term is defined under the Securities Act
of 1933) to effect resales of the shares. See "Selling Stockholders." The
Company will receive no part of the proceeds of any such sales although it will
receive the exercise price of the options.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
---------------
No person is authorized to give any information or to make any
representation not contained in this Prospectus in connection with the offer
made hereby, and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company. The delivery of this
Prospectus at any time does not imply that the information herein is correct as
of the time subsequent to the date hereof.
----------------
The date of this Prospectus is August 26, 1998.
1
AVAILABLE INFORMATION
---------------------
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, including Sections 14(a) and 14(c) relating to
proxy and information statements, and in accordance therewith files reports and
other information with the Securities and Exchange Commission ("Commission").
Reports and other information filed by the Company can be inspected and copied
at the public reference facilities maintained by the Commission at 450 Fifth
Street N.W., Washington, D.C. 20549; 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; 7 World Trade Center, New York, New York 10048; and
5670 Wilshire Boulevard, Los Angeles, California 90036. Copies of such material
can be obtained from the Public Reference Section of the Commission, 450 Fifth
Street N.W., Washington, D.C. 20549 at prescribed rates. The Company's Common
Stock is traded on the NASDAQ SmallCap Market under the symbol "OFPI." Reports,
proxy and information statements may also be inspected at the NASDAQ SmallCap
Market offices, 1735 K Street Northwest, Washington, D.C. 20006.
The Company furnishes annual reports to its shareholders which include
audited financial statements. The Company may furnish such other reports as may
be authorized, from time to time, by its Board of Directors.
INCORPORATION BY REFERENCE
Certain documents have been incorporated by reference into this Prospectus,
either in whole or in part. The Company will provide without charge (i) to each
person to whom a Prospectus is delivered, upon written or oral request of such
person, a copy of any and all of the information that has been incorporated by
reference (not including exhibits to the information unless such exhibits are
specifically incorporated by reference into the information), and (ii) documents
and information required to be delivered to the Company's directors pursuant to
Rule 428(b). Requests for such information shall be addressed to the Company at
550 Monterey Road, Suite B, Morgan Hill, California 95037, (408) 782-1133.
2
TABLE OF CONTENTS
-----------------
INTRODUCTION............................................................ 4
SELLING STOCKHOLDERS..................................................... 4
METHOD OF SALE........................................................... 5
SEC POSITION REGARDING INDEMNIFICATION................................... 5
DESCRIPTION OF THE PLAN.................................................. 5
APPLICABLE SECURITIES LAW RESTRICTIONS................................... 6
TAX CONSEQUENCES......................................................... 7
LEGAL MATTERS............................................................ 8
EXPERTS ................................................................ 8
3
INTRODUCTION
Since 1987, the Company has manufactured and marketed pesticide-free
("organic") and preservative-free ("all natural") pasta sauces, salsas and
condiments under the brand names "Garden Valley Naturals" and "Parrot." The
Company began marketing its Parrot line of salsas in 1987, its Garden Valley
Naturals line of condiments in 1991 and its Garden Valley Naturals line of
pastas and salsas in 1994. In June 1996 the Company merged with Organic Foods
Products, Inc. ("OFP"), which also marketed a line of organic food products
(including pasta sauces and salsas, together with dry cut pastas and organic
children's meals) under the "Millina's Finest" brand name. In August 1997 the
Company completed an initial public offering of its securities ("IPO") selling
1,300,000 shares of its Common Stock to the public at $4.00 per share for gross
proceeds of $5,200,000. In January 1998 the Company acquired Sunny Farms Juice
Company, a manufacturer of branded beverages including natural juices and
bottled water.
All of the Company's products (with the exception of its pastas, kids'
meals, organic mustards and beverages) are manufactured at the Company's 24,000
square foot processing and warehouse facility in Morgan Hill, California. See
"Manufacturing Facilities." The Company sells its products either directly or
through distributors or independent commissioned food brokers and specialty food
brokers to (i) health food and specialty food stores, (ii) club stores and (iii)
retail chain and independent grocery stores.
SELLING STOCKHOLDERS
This Prospectus covers possible sales by officers and directors of the
Company (as well as employees whose names are not included herein) of shares
they acquire through exercise of options granted under the Plan. The names of
such officers and directors who may be Selling Stockholders from time to time
are listed below, along with the number of shares of Common Stock currently
owned by them and the number of shares offered for sale hereby. The number of
shares offered for sale by such individuals may be updated in supplements to
this Prospectus, which will be filed with the Securities and Exchange Commission
in accordance with Rule 424(b) under the Securities Act of 1933, as amended.
Number of
Name of Selling Shareholdings Shares Offered
Stockholder(1) Number Percent For Sale(*)
- -------------- ------ ------- -----------
Kenneth A. Steel 354,691 4.85% 50,000
Charles B. Bonner 25,000 .3% 25,000
Charles R. Dyer 57,000 .8% 25,000
* Represents all shares issuable under the Plan
4
(1) The stockholders listed in the table have sole voting and investment powers
with respect to the shares. Their addresses are in care of the Company.
METHOD OF SALE
Sales of the shares offered by this Prospectus will be made on the NASDAQ
SmallCap Market, where the Company's Common Stock is listed for trading, in
other markets where the Company's Common Stock may be traded or in negotiated
transactions. Sales will be at prices current when the sales take place and will
generally involve payment of customary brokers' commissions. There is no present
plan of distribution.
SEC POSITION REGARDING INDEMNIFICATION
The Company's Article of Incorporation and Bylaws provide for
indemnification of officers and directors, among other things, in instances in
which they acted in good faith and in a manner they reasonably believed to be
in, or not opposed to, the best interests of the Company and in which, with
respect to criminal proceedings, they had no reasonable cause to believe their
conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers or persons
controlling the Company under the provisions described above, the Company has
been informed that in the opinion of the Securities and Exchange Commission that
indemnification is against public policy as expressed in that Act and is
therefore unenforceable.
DESCRIPTION OF THE PLAN
In November 1995, the Company's Board of Directors (and subsequently its
shareholders) approved the Plan for the benefit of employees, officers,
directors and consultants of the Company. The Company believes that the Plan
provides an incentive to individuals to act as employees, officers, directors
and consultants of the Company and to maintain a continued interest in the
operations and future of the Company. All options were issued under Section 422A
of the Internal Revenue Code, and include qualified and non-qualified stock
options.
The terms of the Plan provide that the Company is authorized to grant
options to purchase shares of Common Stock ("options" or "option shares") to
employees, officers, directors and consultants of the Company upon the majority
consent of the Company's Board of Directors acting as the Stock Option Committee
("Committee"). Any employee, officer, director or consultant of the Company is
eligible to receive options under the Plan. The option price to be paid by
optionees for shares under qualified stock options must not be less than the
fair market value of the options shares as reported by the NASDAQ SmallCap
Market on the date of the grant. (Fair market value is defined as the mean price
between the bid and offer prices on the grant date.) The option price for
nonqualified stock options must not be less than 100% of such fair market value.
Options must be exercised within 10 years following the date of grant (or sooner
5
at the discretion of the Board of Directors), and the optionee must exercise
options during service to the Company or within 90 days of termination of such
service (12 months in the event of death on disability). The Board of Directors
may accelerate the time at which the option is exercisable or extend the
termination date of an option.
A total of 625,000 shares of the Company's authorized but unissued Common
Stock have been reserved for issuance pursuant to the Plan of which 534,000
options are currently outstanding at exercise prices ranging from $2.00 to $3.34
per share.
Options under the Plan may not be transferred, except by will or by the
laws of intestate succession. The number of shares and price per share of the
options under the Plan will be proportionately adjusted to reflect forward and
reverse stock splits. The holder of an option under the Plan has none of the
rights of a shareholder until shares are issued.
The Plan is administered by the Board of Directors, acting as the
Committee, which has the power to interpret the Plan, determine which persons
are to be granted options and the amount of such options.
The provisions of the Federal Employee Retirement Income Security Act of
1974 do not apply to the Plan. Shares issuable upon exercise of options will not
be purchased in open market transactions but will be issued by the Company from
authorized shares.
Payment for shares must be made by optionees in cash from their own funds.
No payroll deductions or other installment plans have been established. No
reports will be made to optionees under the Plan except in the form of updated
information for the Prospectus.
There are no assets administered under the Plan, and, accordingly, no
investment information is furnished herewith.
Shares issuable under the Plan may be sold in the open market, without
restrictions, as free trading securities. No options may be assigned,
transferred, hypothecated or pledged by the option holder. No person may create
a lien on any securities under the Plan, except by operation of law. However,
there are no restrictions on the resale of the shares underlying the options.
The Plan will remain in effect until April, 2005 but may be terminated or
extended by the Company's Board of Directors. Additional information concerning
the Plan and its administrators may be obtained from the Company at the address
and telephone number indicated under "Incorporation by Reference" above.
APPLICABLE SECURITIES LAW RESTRICTIONS
If the optionee is deemed to be an "affiliate" (as that term is defined
under the Securities Act of 1933, as amended), the resale of the shares
6
purchased upon exercise of options covered hereby will be subject to certain
restrictions and requirements. The Company's legal counsel may be called upon to
discuss these applicable restrictions and requirements with any optionee who may
be deemed to be an affiliate, prior to exercising an option.
In addition to the requirements imposed by the Securities Act of 1933, the
antifraud provisions of the Securities Exchange Act of 1934 and the rules
thereunder (including Rule 10b-5) are applicable to any sale of shares acquired
pursuant to options.
Up to 625,000 shares may be issued under the Plan. The Company has
authorized 20,000,000 shares of Common Stock of which 7,235,113 shares were
outstanding as of June 30, 1998. Common shares outstanding and those to be
issued upon exercise of options are fully paid and nonassessable, and each share
of stock is entitled to one vote at all shareholders' meetings. All shares are
equal to each other with respect to lien rights, liquidation rights and dividend
rights. There are no preemptive rights to purchase additional shares by virtue
of the fact that a person is a shareholder of the Company. Shareholders do not
have the right to cumulate their votes for the election of directors unless a
candidate's name has been placed in nomination prior to commencement of voting
and a shareholder has given notice prior to commencement of the voting of the
shareholder's intention to cumulate votes.
Directors must comply with certain reporting requirements and resale
restrictions pursuant to Sections 16(a) and 16(b) of the Securities Exchange Act
of 1934 and the rules thereunder upon the receipt or disposition of any options.
TAX CONSEQUENCES
If an option is exercised and if the optionee does not dispose of the
shares acquired pursuant to the exercise within two years of the date of the
granting of the option nor within one year from the transfer of the shares
pursuant to exercise of the options, then there will not be any federal income
tax consequences to the Company from either the exercise of the option or the
receipt of the proceeds with respect to the exercise of the option. In such
circumstances, the optionee would not be required to recognize any taxable
income upon the exercise of the option.
Furthermore, the sale of the shares received pursuant to the exercise of
the option would result in long-term capital gain or long-term capital loss to
the optionee based on the difference between the amount received with respect to
such sale and the amount paid upon the exercise of the option.
If an optionee exercised an option and sold the shares acquired pursuant to
such exercise either within two years from the date of the granting of the
option or within one year from the date of the transfer of such shares to him
pursuant to his exercise of the option, then in general the Company would be
entitled to a deduction for federal income tax purposes equal to lessor of: (1)
the fair market value of the stock on the date of exercise over the option price
of the stock; or (2) the amount realized on disposition over the adjusted basis
7
of the stock. The optionee would recognize income equal to the amount of the
Company's deduction. The Company's deduction would be allowed, and the
optionee's income would be taxable, in the year the optionee disposed of the
shares. However, if the disposition occurs within two years of the date of the
grant and the disposition is a sale or exchange with respect to which a loss, if
sustained, would be recognized (generally any disposition other than to a
related party), then the optionee's income and the Company's deduction would not
exceed the excess (if any) of the amount realized on such sale or exchange over
the adjusted basis of such shares. The Company expects that optionees will be
required to exercise their options within five years from the date of grant
although optionees may hold the shares issuable upon exercise of the options
indefinitely.
For options exercised after 1987, an individual generally must include in
alternative minimum taxable income the amount by which the option price paid is
exceeded by the fair market value at the time the individual's rights to the
shares are freely transferable or are not subject to a substantial risk of
forfeiture. The alternative minimum tax is payable only if the alternative
minimum tax exceeds the regular income tax liability.
The provision of Section 401(a) of the Code, relating to "qualified"
pension, profit sharing and stock bonus plans, do not apply to the options or
underlying shares covered hereby.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby upon exercise of
Options will be passed on for the Company by Gary A. Agron, 5445 DTC Parkway,
Suite 520, Englewood, Colorado 80111.
EXPERTS
The financial statements of the Company incorporated by reference in the
Company's Annual Report on Forms 10KSB for the years ended June 30, 1996 and
1997, were audited by Semple & Cooper LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated herein by
reference.
8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
The Registrant hereby incorporates by reference in this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission:
(a) The Registrant's Annual Report on Form 10KSB for the year ended June
30, 1997, filed pursuant to Section 13(a) of the Securities Exchange Act of
1934 (the "Exchange Act");
(b) The Registrant's Quarterly Report on Form 10-QSB for the quarters ended
September 30, 1997, December 31, 1997 and March 31, 1998, filed pursuant to
Section 13(a) of the Exchange Act; and
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form SB-2 under the Securities Act
of 1933, as amended (Registration No. 333-22997), including any amendments
or reports filed for the purpose of updating such description.
(d) All other reports and subsequent reports filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended.
All reports and definitive proxy or information statements filed by the
Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold at the time
of such amendment will be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
II-1
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article IV of the Registrant's Articles of Incorporation provides as
follows:
"The liabilities of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law."
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "1933 Act"), may be permitted to officers,
directors or persons controlling the Company, the Company has been advised that,
in the opinion of the Securities and Exchange Commission, Washington, D.C.
20549, such indemnification is against public policy as expressed in the 1933
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the officer, director or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such officer, director or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following is a list of Exhibits filed as part of the Registration
Statement:
4. 1995 Stock Option Plan.
4.1 Incentive Stock Option Agreement.
4.2 Nonqualified Stock Option Agreement.
5. Opinion of Gary A. Agron
24. Consent of Semple & Cooper, LLP, independent certified public
accountants
II-2
Item 9. Undertakings
The Registrant hereby undertakes (1) to file, during any period in which
offers or sales are being made, a post-effective amendment to this Registration
Statement; to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933; (2) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
Registration Statement; (3) that, for the purpose of determining any liability
under the Securities Act of 1933, each post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and (4) to remove from registration by means
of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the Plan.
The Registrant hereby undertakes to deliver or cause to be delivered with
the prospectus to each person to whom the prospectus is sent or given, the
latest annual report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted against the
Registrant by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the 1933 Act, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-8 and has caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in Morgan
Hill, California, on August 10, 1998.
ORGANIC FOOD PRODUCTS, INC.
By: /s/ James F. Swallow
-----------------------------------------
James F. Swallow, Chief Executive Officer
Pursuant to the requirements of the 1933 Act, as amended, this Registration
Statement has been signed below by the following persons on the dates indicated.
[TOM TO UPDATE OFFICERS AND DIRECTORS.]
Signature Title Date
--------- ----- ----
/s/ James F . Swallow Chief Executive Officer August 10, 1998
- ----------------------------------- and Director
James F. Swallow
/s/ John Battendieri President and Director August 10, 1998
- -----------------------------------
John Battendieri
/s/ David J. O'Gorman Chief Financial Officer August 10, 1998
- -----------------------------------
David J. O'Gorman
/s/ Kenneth A. Steel, Jr. Director August 10, 1998
- -----------------------------------
Kenneth A. Steel, Jr.
/s/ Charles B. Bonner Director August 10, 1998
- -----------------------------------
Charles B. Bonner
/s/ Charles R. Dyer Director August 10, 1998
- -----------------------------------
Charles R. Dyer
II-4
EXHIBIT INDEX
-------------
Exhibit No. Exhibit Page No.
----------- ------- --------
4. 1995 Stock Option Plan.
4.1 Incentive Stock Option Agreement.
4.2 Nonqualified Stock Option Agreement.
5. Opinion of Gary A. Agron.
24. Consent of Semple & Cooper, LLP, independent
certified public accountants.
11-5