UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM 10 - K/A NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE YEAR ENDED DECEMBER 31, 2001
Commission File Number 0-11630
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TERAFORCE TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 76-0471342
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1240 E. CAMPBELL, RICHARDSON, TEXAS
75081
(Address of Principal Executive Offices and Zip Code)
469-330-4960
(Registrant's Telephone Number, Including Area Code)
------------------------------------
Securities Registered Pursuant to Section 12 (b) of the Act
NONE
Securities Registered Pursuant to Section 12 (g) of the Act
COMMON STOCK PAR VALUE $0.01 PER SHARE
(Title of Class)
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 [ ]
The aggregate market value of voting stock held by non-affiliates of the
Registrant was approximately $10,767,000 as of March 22, 2002 (based upon the
average of the highest bid and lowest asked prices on such date as reported on
the OTC Bulletin Board). All directors, officers and 5% or greater shareholders
are presumed to be affiliates for purposes of this calculation.
There were 87,088,850 shares of Common Stock outstanding as of March 22, 2002.
DOCUMENTS INCORPORATED BY REFERENCE
No documents are incorporated by reference herein.
TABLE OF CONTENTS
Section Page Number
------- -----------
ITEM 10 - Directors and Executive Management of the Registrant 3
ITEM 11 - Executive Compensation 4
ITEM 12 - Security Ownership of Certain Beneficial Owners and Management 10
ITEM 13 - Certain Relationships and Related Transactions 12
2
AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10K
FOR THE YEAR ENDED DECEMBER 31, 2001
Because definitive proxy solicitation materials relating to the 2002 annual
meeting of TeraForce Technology Corporation (the Company, we, us or our) will
not be filed until after April 30, 2002, the information called for by Part III
of the Company's 10K for the period from January 1, 2001 through December 31,
2001 is included in this Amendment No. 1 to such Form 10K.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding the Company's executive officers, significant
employees and directors is set forth below. The executive officers of the
Company are elected by the Board of Directors.
Name Age Office and Employment During Last Five Years
---- --- --------------------------------------------
Herman M. Frietsch 62 Chairman of the Board since 1989, Chief Executive Officer
since February 1997, Director since 1988, Executive Chairman
from October 1995 to February 1997.
Robert P. Capps 48 Executive Vice President, Chief Financial Officer, Treasurer
and Secretary of the Company since August 1999; Prior to
joining the Company, Mr. Capps was Executive Vice President
and Chief Financial Officer of Dynamex, Inc. from 1996 to
1999 and Executive Vice President and Chief Financial
Officer of Hadson Corporation from 1986 until 1996.
Dr. R. Eugene Helms 51 Executive Vice President, and Corporate Development Officer
of the Company, Vice President and Chief Technology Officer
since June 1996; President and Chief Executive Officer of
DNA Enterprises, Inc. (a subsidiary of the Company) from
April 1996 to September 1999; President and Owner of
TeleSolutions Inc., a consulting firm, from January 1990 to
1996; Vice President, Engineering of Mizar, Inc., a DSP
products manufacturer, from March 1994 to October 1995.
Dr. Winthrop W. Smith 58 General Manager and Chief Technologist of DNA Computing
Solutions, Inc. since July 2000; Prior to joining the
Company Dr. Smith spent approximately 10 years at Raytheon
Systems Company where he held the position of engineering
fellow.
3
Name Age Office and Employment During Last Five Years
---- --- --------------------------------------------
Robert E. Garrison II 60 Director of the Company. Mr. Garrison has been President
and Chief Executive Officer of Sanders Morris Harris Group,
Inc., a publicly traded financial services company, since
January 1999. Mr. Garrison previously served as Executive
Vice President of Investment Banking with Harris, Webb &
Garrison, a regional investment banking and brokerage firm,
from June 1994 to January 1999. Mr. Garrison is a director
of Sanders Morris Harris Group, Inc. He has been a Director
of the Company since July 1997 and is Chairman of the Audit
Committee and a member of the Stock Option Committee.
Anton von Lietchtenstein 61 Director of the Company. Mr. Lietchtenstein is a private investor
and has been so for the past five years. He has been a
Director since 1980 and is Chairman of the Stock Option
Committee and a member of the Audit Committee.
David H. Yedwab 55 Director of the Company. Mr. Yedwab is Executive Vice President of
the Eastern Management Group, a management-consulting firm,
since 1987. He has been a Director since July 2000 and is a
member of the Audit Committee and the Compensation Committee.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
To the Company's knowledge, based solely on a review of the copies of reports
furnished to the Company and, in certain instances, written representations that
no additional reports were required to be filed during the year ended December
31, 2001, all of the Company's executive officers and directors and holders of
more than 10% of our Common Stock timely filed all reports required by Section
16(a) of the Securities Exchange Act of 1934, as amended.
ITEM 11 - EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Currently, employee directors receive no cash compensation for their services as
directors, however, each non-employee, outside director is entitled to receive a
cash fee of $1,000 per month for service as a director, and members of the
Audit, Compensation, and the Stock Option Committees each are entitled to
receive a cash fee of $1,000 per month for each committee on which the director
serves. At the election of each director at the beginning of each year, all fees
are payable, in cash or in Common Stock pursuant to the Directors' Stock Plan.
Directors can elect to defer receipt of the stock issued in payment of such fees
to a future fiscal year. With respect to fiscal year 2001, all members of the
Board elected to receive their fee in cash. Directors also may receive grants of
stock options at the discretion of the Board.
For a discussion of certain transactions between the Company and certain
directors and their affiliates, see "Certain Relationships and Related
Transactions."
4
COMPENSATION OF EXECUTIVE OFFICERS
Summary Compensation Table
The following table summarizes annual and long-term compensation for each of the
last three fiscal years to Herman M. Frietsch, Chief Executive Officer of the
Company, and the other two most highly compensated executive officers of the
Company who were serving at December 31, 2001 and who received more than
$100,000 in salary and bonus during the last fiscal year ended December 31, 2001
(Named Executive Officers).
SUMMARY COMPENSATION TABLE
Annual Compensation
Long-Term
Compensation
Awards
------------
Securities
Other Underly- All other
Annual ing Compen-
Fiscal Compen- Options sation ($)
Name and Principal Positions Year Salary ($) Bonus ($) sation ($) (#) (1)
--------------------------------- ------ ------------ ----------- ------------ ------------ ----------
Herman M. Frietsch 2001 278,850 -- -- 200,000 11,566
Chairman and Chief Executive 2000 275,255 -- -- 200,000 8,161
Officer 1999 275,000 -- -- 850,000(2) 7,550
Robert P. Capps 2001 197,125 -- -- 100,000 12,238
Executive Vice President, Chief 2000 150,278 10,000 -- 165,000 2,624
Financial Officer, Treasurer and 1999 165,000 20,000 -- 270,000 687
Secretary
R. Eugene Helms 2001 225,000 -- -- 100,000 15,302
Executive Vice President and 2000 210,000 -- -- 165,000 14,029
Corporate Development Officer 1999 210,000 93,642(3) -- 410,000(4) 12,440
----------
(1) Consists of matching contributions to 401(k) defined contribution plan and
insurance premiums for life, health and dental insurance.
(2) Includes 500,000 shares underlying options granted in replacement of, and
upon surrender of, an equal number of options previously granted, due to
option exchange and repricing transactions in January and October 1999.
(3) Bonus amounts accrued in such years but paid in 2000.
(4) Includes 325,000 shares underlying options granted in replacement of, and
upon surrender of, an equal number of options previously granted, due to
option exchange and repricing transactions in October 1999.
5
The following table sets forth stock options granted in 2001 to each of the
Named Executive Officers. The table also sets forth the hypothetical gains that
would exist for the options at the end of their ten-year terms at assumed
compound annual rates of stock price appreciation of 5% and 10%. The actual
future value of the options will depend on the market value of the Company's
common stock as the options are vested and exercisable.
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
Potential Realizable
Number of % of Total Value at Assumed
Securities Options/ Annual Rates of Stock
Underlying Granted to Exercise Price Appreciation for
Options Employees in Price Expiration Option Terms(1)
Name Granted(#) 2001 ($/Share) Date 5%($) 10%($)
---------------------------- ------------ ------------- --------- ---------- ---------- ----------
Herman M. Frietsch 100,000(2) 8.22% 0.40 06/28/11 25,156 63,750
100,000(3) 8.22% 0.40 06/28/11 25,156 63,750
Robert P. Capps 100,000(2) 8.22% 0.40 06/28/11 25,156 63,750
R. Eugene Helms 100,000(2) 8.22% 0.40 06/28/11 25,156 63,750
----------
(1) The amount shown on this table represents hypothetical gains that could be
achieved for the respective options, if exercised at the end of the option
term. These gains are based on assumed rates of stock price appreciation
of 5% and 10% compounded annually from the date the respective options
were granted to their expiration date. The gains shown are net of the
option exercise price, but do not include deductions for taxes or other
expenses associated with the exercise. Actual gains, if any, on stock
option exercises will depend on the future performance of the Common
Stock, the option holder's continued employment through the option period,
and the date on which the options are exercised. These amounts are not
intended to forecast possible future appreciation, if any, of the
Company's stock price.
(2) Options granted June 28, 2001. Options have a two-year vesting schedule,
vesting 50% on the first anniversary of grant and 50% on the second
anniversary of the grant, except for such earlier vesting permitted under
the terms of the Amended and Restated Stock Incentive Plan.
(3) Options granted June 28, 2001. Options were completely vested upon grant.
The following table sets forth the number of shares acquired on exercise of
stock options and the aggregate gains realized on exercise in 2001 by the Named
Executive Officers. The table also sets forth the number of shares covered by
exercisable and unexercisable options held by such executives on December 31,
2001 and the aggregate gains that would have been realized had these options
been exercised on December 31, 2001, even though these options were not
exercised, and the unexercisable options could not have been exercised, on
December 31, 2001.
6
AGGREGATED OPTION/ EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Number of
Common Number of Securities Value of Unexercised
Stock Underlying Unexercised In-the-Money Options at
Acquired Value Options at Fiscal Year-End Fiscal Year-End(1)
on Exercise Realized (#) ($)
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
-------------------------- ------------ -------- ----------- ------------- ----------- -------------
Herman M. Frietsch -- -- 1,090,000 300,000 -- --
Robert P. Capps -- -- 318,332 216,668 -- --
R. Eugene Helms -- -- 453,331 221,669 -- --
(1) Market value of shares covered by in-the-money options on December 31,
2001, less the option exercise price. Options are in-the-money if the
market value of the shares greater than the option exercise price.
In June 2001 the shareholders of the Company approved and ratified stock option
plans for the Company's wholly-owned subsidiaries, Aegean Networks, Incorporated
and Centauri Netsystems Corporation. The Stock Option Committee subsequently
approved preliminary grants of options under these plans for stock intended to
approximate 6% to 8% of the equity of these entities to be issued to all of our
employees, including approximately 3.7% related to the Company's executive
officers. Per the option agreements, rights to these options could not vest
until the "initial funding" of the related project. This initial funding has not
occurred. Effective December 31, 2001 the Company terminated these plans, and
the majority of the preliminary option grants, including those related to the
Company's executive officers, have been cancelled.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors of the Company consists of
two members, the committee's Chairman Mr. Frietsch and Mr. Yedwab. Mr. Frietsch
serves as the Chairman of the Board and Chief Executive Officer of the Company.
Mr. Yedwab is an independent director.
EMPLOYEE AGREEMENTS
Herman M. Frietsch
The Company has had a contractual employment relationship with Mr. Frietsch
since 1995. This arrangement was recently revised, incorporated in, and
reformatted by an Employment Agreement effective as of January 1, 2001. Mr.
Frietsch has agreed to continue to serve as Chairman and Chief Executive Officer
of the Company. His employment agreement provides for a term, that ends on
December 31st following the third anniversary of the date that the Board of
Directors notifies Mr. Frietsch that the automatic daily extension of his
agreement will be discontinued. Mr. Frietsch receives a base salary of $290,000
per year, subject to increase at the determination of the Board of Directors,
and may receive a discretionary bonus subject to determination by the Board of
Directors. Mr. Frietsch is also entitled to receive options to purchase Common
Stock pursuant to the Company's Stock Incentive Plan. In the event of a
termination of
7
Mr. Frietsch's employment (other than if Mr. Frietsch is terminated for "cause"
or if he terminates "without good reason"), all unvested stock options issued
and outstanding shall vest upon such termination.
In the event of a termination by the Company for "cause" (as defined in the
agreement) or by Mr. Frietsch "without good reason", then the Company's
obligation to pay compensation and benefits shall terminate as of that date,
other than for salary and benefits already accrued. In the event of termination
of the agreement by the Company "without cause" or by Mr. Frietsch for "good
reason" (e.g., a material breach of the employment agreement by the Company, a
material change in the nature or scope of his authority and duties, his salary
is reduced, bonus eligibility is denied or required compensation payments are
not made), then the Company shall pay Mr. Frietsch as severance pay, at Mr.
Frietsch's option, in accordance with the general payroll practices of the
Company or in a lump sum payment, the greater of (i) $1,000,000 or (ii) the sum
of three years of his base salary as of the date of termination. If Mr. Frietsch
is terminated upon or following within twelve months of a "change in control",
the Company shall pay as severance pay and as liquidated damages, at Mr.
Frietsch's option the greater of (i) the sum of three years of his base salary
and (ii) $1,000,000. In the event of termination for disability or death, then
Mr. Frietsch or his estate, as the case may be, is entitled to receive payments
equal to three years of his base salary at the time of termination. All payments
shall either be made in accordance with the Company's general payroll practices
or in a lump sum payment. Mr. Frietsch is entitled to a gross-up payment to
compensate for any excise taxes imposed.
Eugene Helms
Dr. Helms is party to an Employment Agreement with the Company dated January 1,
2001, which provides for his continued employment as Executive Vice President
and Corporate Development Officer. Pursuant to the arrangement, Dr. Helms is to
receive a base salary of $225,000 per year. The term of the arrangement extends
through January 1, 2004 and is automatically renewed for subsequent one-year
terms, unless either party provides notice of termination in accordance with the
provisions of the agreement. The Company may terminate Dr. Helms for disability,
cause, without cause, and for death or disability, and Dr. Helms may terminate
the agreement for good reason and without good reason ( as defined in the
agreement). In the event of Dr. Helms' disability, as defined, the Company has
no obligation to pay further benefits under the Agreement. In the event of
termination for cause by the Company or without good reason by Dr. Helms, the
Company's obligation to pay compensation and benefits shall also terminate. If
the Company terminates Dr. Helms without cause or he terminates the arrangement
for good reason, then the Company shall pay severance pay an amount equivalent
to Dr. Helms' base salary for the greater of (i) two years following the date of
termination or (ii) the remainder of the term of the agreement. Finally, in the
event Dr. Helms is terminated due to a change in control, then he is to receive
as severance pay and liquidated damages, an amount equal to $100 less than three
times his "annualized includable compensation for the base period" (as defined
in Section 280G of the Internal Revenue Code). All payments shall either be made
in accordance with the Company's general payroll practices or in a lump sum
payment. Dr. Helms continues to be eligible for bonuses and stock options at the
Company's discretion. Further, in accordance with the terms of the Stock
Incentive Plan, Dr. Helms' options vest in the event of a change in control (as
defined in the agreement). Dr. Helms is entitled to gross-up payments to
compensate for any excise tax imposed. In the event of Dr. Helms' death prior to
the expiration of the agreement, his employment and obligations to the Company
shall automatically terminate and his compensation shall terminate as of the end
of the month of his death. However, for the balance of the term of the agreement
after his death, his beneficiaries will be entitled to receive their Company
benefits payable under a life insurance policy provided by the Company and other
amounts reimbursable to Dr. Helms by the Company.
Robert P. Capps
Mr. Capps is party to an Employment Agreement with the Company dated January 1,
2001, which provides for his continued employment as Executive Vice President
and Chief Financial Officer. Pursuant to the arrangement, Mr. Capps is to
receive a base salary of $205,000 per year. The term of the arrangement extends
through January 1, 2004 and is automatically renewed for subsequent one-year
terms, unless either party provides notice of termination in accordance with the
provisions of the agreement. The Company may
8
terminate Mr. Capps for disability, cause, without cause, and for death or
disability, and Mr. Capps may terminate the agreement for good reason and
without good reason ( as defined in the agreement). In the event of Mr. Capps'
disability, as defined, the Company has no obligation to pay further benefits
under the Agreement. In the event of termination for cause by the Company or
without good reason by Mr. Capps, the Company's obligation to pay compensation
and benefits shall also terminate. If the Company terminates Mr. Capps without
cause or he terminates the arrangement for good reason, then the Company shall
pay severance pay an amount equivalent to Mr. Capps' base salary for the greater
of (i) two years following the date of termination or (ii) the remainder of the
term of the agreement. Finally, in the event Mr. Capps is terminated due to a
change in control, then he is to receive as severance pay and liquidated
damages, an amount equal to $100 less than three times his "annualized
includable compensation for the base period" (as defined in Section 280G of the
Internal Revenue Code). All payments shall either be made in accordance with the
Company's general payroll practices or in a lump sum payment. Mr. Capps
continues to be eligible for bonuses and stock options at the Company's
discretion. Further, in accordance with the terms of the Stock Incentive Plan,
Mr. Capps' options vest in the event of a change in control (as defined in the
agreement). Mr. Capps is entitled to gross-up payments to compensate for any
excise tax imposed. In the event of Mr. Capps' death prior to the expiration of
the agreement, his employment and obligations to the Company shall automatically
terminate and his compensation shall terminate as of the end of the month of his
death. However, for the balance of the term of the agreement after his death,
his beneficiaries will be entitled to receive their Company benefits payable
under a life insurance policy provided by the Company and other amounts
reimbursable to Mr. Capps by the Company.
9
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of April 23, 2002, unless
otherwise noted, with respect to the beneficial ownership of the Company's
Common Stock by (i) each person known by the Company to own beneficially more
than 5% of the outstanding Common Stock; (ii) each director and nominee for
director; (iii) each executive officer named in the Summary Compensation Table
under the heading "Executive Compensation" below; and (iv) all directors and
executive officers of the Company as a group. Unless otherwise indicated, the
information included below is based upon the Company's stock transfer records as
maintained by the Company's stock transfer agent.
The number of shares of Common Stock beneficially owned by each director or
executive officer is determined pursuant to the rules of the Securities and
Exchange Commission (the SEC), and the information is not necessarily indicative
of beneficial ownership for any other purpose. Under the SEC's rules, an
individual beneficially owns any shares as to which the individual has sole or
shared voting power or investment power and, any shares, which the individual
has the right to acquire through the exercise of any stock option or other right
within the next 60 days. Unless otherwise indicated, each person has sole
investment and voting power (or shares such power with his or her spouse) with
respect to the shares set forth in the following table. The inclusion herein of
any shares deemed beneficially owned does not constitute admission of beneficial
ownership of those shares.
Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership Percent of Class
-------------------------------------- ---------------------- ------------------
Herman M. Frietsch 1,285,351(1) 1.99%
Robert P. Capps 339,999(2) *
R. Eugene Helms 499,998(3) *
Robert H. Garrison 572,413(4) *
Anton von Liechtenstein 713,382(5) *
David H. Yedwab 250,000 *
The Coastal Corporation Second
Pension Trust(6) 9,896,251(7) 11.16%
All Directors and Executive Officers
as a group (8 persons) 4,163,143(8) 4.53%
(1) Includes 1,140,000 shares issuable upon the exercise of options, that are
currently exercisable or become exercisable by June 22, 2002. Includes 145,351
shares, that assume conversion at a price of $1.00 per dollar of outstanding
principal, and interest of a loan made by Mr. Frietsch to the Company in
December 1997. Includes 6,000 shares owned beneficially by Mr. Frietsch's spouse
as to which he disclaims beneficial ownership.
10
(2) Represents shares issuable upon exercise of options, that are currently
exercisable or become exercisable by June 22, 2002.
(3) Includes 474,998 shares issuable upon exercise of options, that are
currently exercisable or become exercisable by June 22, 2002.
(4) Includes 500,000 shares issuable upon exercise of options, that are
currently exercisable or become exercisable by June 22, 2002.
(5) Includes 425,000 shares issuable upon exercise of options, that are
currently exercisable or become exercisable by June 22, 2002.
(6) The principal address of The Coastal Corporation Second Pension Trust is
1001 Louisiana Street, Houston, Texas 77002.
(7) Based solely on information provided by the Company's transfer agent and
registrar.
(8) Includes 3,129,997 shares issuable upon exercise of options, that are
currently exercisable or become exercisable by June 22, 2002. Includes 145,351
shares, that assume conversion at a price of $1.00 per dollar of outstanding
principal, and interest of a loan made by Mr. Frietsch to the Company in
December 1997. Includes 6,000 shares owned beneficially by Mr. Frietsch's spouse
as to which he disclaims beneficial ownership.
* Represents less than 1%
11
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On April 11, 2002, we agreed to issue 1,000,000 shares of Common Stock to The
Coastal Corporation Second Pension Trust ("Coastal") in exchange for the return
and cancellation of warrants for the purchase of 6,517,308 shares of Common
Stock that Coastal held. The 1,000,000 shares of Common Stock will be deemed
restricted under federal securities laws; however, we have agreed to register
these shares with the SEC so Coastal may resell them without restriction.
On April 11, 2002 we agreed to issue 1,000,000 shares of Common Stock to St.
James Capital Partners, L.P. and SJMP, L.P. (collectively "St. James") in
exchange for the return and cancellation of warrants for the purchase of
19,500,000 shares of Common Stock. We also agreed to issue 3,000,000 additional
shares to St. James if our Common Stock trades at a price of $0.75 or more for a
period of ten consecutive trading days before October 14, 2002. These shares
will be deemed restricted under federal securities laws; however, we have agreed
to register these shares with the SEC so St. James may resell them without
restriction.
The Company is obligated to Mr. Frietsch under a demand note with a principal
amount of $100,000. The note bears interest at prime plus 3%. Accrued and unpaid
interest amounted to approximately $45,000 as of December 31, 2001. The note and
accrued interest is convertible into Common Stock at the option of Mr. Frietsch
at a rate of $1.00 per share.
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
TERAFORCE TECHNOLOGY
CORPORATION
(Registrant)
Date: April 30, 2002 By: /s/ HERMAN M. FRIETSCH
------------------------------------
Herman M. Frietsch
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on April 30, 2002.
/s/ HERMAN M. FRIETSCH /s/ ANTON VON AND ZU LIECHTENSTEIN
-------------------------------------------------------------- -------------------------------------------------
Herman M. Frietsch Anton von and zu Liechtenstein, Director
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ ROBERT P. CAPPS /s/ ROBERT E. GARRISON, II
-------------------------------------------------------------- -------------------------------------------------
Robert P. Capps Robert E. Garrison, II, Director
Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ DAVID H. YEDWAB
-------------------------------------------------
David H. Yedwab, Director
13