UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A2
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 2002
COMMISSION FILE NO. 0-12641
[GRAPHIC OMITED]
IMAGING TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 33-0021693
(State or Other Jurisdiction of Incorporation or Organization)
(IRS Employer ID No.)
17075 Via Del Campo
San Diego, California 92127
(858) 451-6120
(Address of Principal Executive Offices and Registrant's Telephone Number,
Including Area Code)
Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.005 par value
Indicate by a 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 a 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. Yes X No [ ]
At November 15, 2002 the aggregate market value of the voting stock held by
non-affiliates of the registrant was approximately $757,537 based on the last
trade price as reported on the NASD Electronic Bulletin Board. For purposes of
this calculation, shares owned by office rs, directors, and 10% shareholders
known to the registrant have been excluded. Such exclusion is not intended, nor
shall it be deemed, to be an admission that such persons are affiliates of the
registrant.
At November 15, 2002, there were 92,838,396 shares of the registrant's Common
Stock, $0.005 par value, issued and outstanding.
NOTE: This amendment to the Registrant's Form 10-K/A includes adjustments
related to revenue recognition for its professional employer organization (PEO)
business segment. Accordingly, the document includes changes on its consolidated
statements of operations, the applicable notes to the financial statements, and
management's discussion and analysis of operations.
The effect of the reported changes is a reduction in PEO revenues and changes in
the allocation of costs. Operating and net loss for the Company are not affected
by these changes.
FORWARD-LOOKING STATEMENTS
This document contains some forward-looking statements that involve substantial
risks and uncertainties. These forward-looking statements can generally be
identified by the use of forward-looking words like "may," "will," "expect,"
"anticipate," "intend," "estimate," "continue," "believe" or other similar
words. Similarly, statements that describe our future expectations, objectives
and goals or contain projections of our future results of operations or
financial condition are also forward-looking statements. Our future results,
performance or achievements could differ materially from those expressed or
implied in these forward-looking statements as a result of certain factors,
including those listed under the heading "Risk Factors" and in other cautionary
statements in this document.
PART II
========
ITEM 1.
RISKS AND UNCERTAINTIES
-------------------------
IF OUR FOREIGN ACCOUNTS RECEIVABLE ARE NOT COLLECTIBLE, A NEGATIVE IMPACT ON OUR
CONTINUED OPERATIONS AND OVERALL FINANCIAL PERFORMANCE COULD RESULT.
We conduct business globally. Accordingly, our future results could be adversely
affected by a variety of uncontrollable and changing factors including: (1)
foreign currency exchange fluctuations; (2) regulatory, political or economic
conditions in a specific country or region; (3) the imposition of governmental
controls; (4) export license requirements; (5) restrictions on the export of
critical technology; (6) trade restrictions; (7) changes in tariffs; (8)
government spending patterns; (9) natural disasters; (10) difficulties in
staffing and managing international operations; and (11) difficulties in
collecting accounts receivable.
In addition, the laws of certain countries do not protect our products and
intellectual property rights to the same extent as the laws of the United
States.
We intend to pursue international markets as key avenues for growth and to
increase the percentage of sales generated in international markets. In our
2002, 2001 and 2000 fiscal years, product, software, and licensing sales outside
the United States represented approximately 12%, 22%, and 4% of our net sales,
respectively. We expect product sales outside the United States to continue to
represent a significant portion of our sales. As we continue to expand our
international sales and operations, our business and overall financial
performance may be adversely affected by the factors stated above.
ITEM 6.
SELECTED FINANCIAL DATA
-------------------------
The consolidated statement of operations data with respect to the five
years ended June 30, 2002, and the consolidated balance sheet data for those
five years at June 30, set forth below are derived from the consolidated
financial statements of the Company included in Item 8 below, which have been
audited by Boros & Farrington APC, independent accountants (except for the
period ended June 30, 2002, which have been audited by Stonefield Josephson,
Inc.). The selected consolidated financial data set forth (in thousands, except
per share data) should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" contained in Item 7
below, and the Company's consolidated financial statements and the notes thereto
contained in Item 8 below. Historical results are not necessarily indicative of
future results of operations.
STATEMENT OF OPERATIONS DATA:
------------------------------------------
In thousands (except per share data)
2002 2001 2000 1999 1998
--------- --------- --------- --------- ---------
NET REVENUES
Sales of products . . . . . . . . . . $ 3,574 $ 2,897 $ 1,634 $ 16,417 $ 30,740
Engineering Fees. . . . . . . . . . . - - - - 2,327
License fees and royalties. . . . . . 580 555 788 730 1,350
PEO services. . . . . . . . . . . . . 3,254 - - - -
--------- --------- --------- --------- ---------
Net total revenues. . . . . . . . . . 7,408 3,452 2,422 17,147 34,417
--------- --------- --------- --------- ---------
COSTS AND EXPENSES
Cost of products sold . . . . . . . . 2,868 2,742 5,197 18,015 22,536
Cost of licenses and royalties. . . . 99 - - - -
Cost of PEO services. . . . . . . . . 2,389 - - - -
Selling, general, and administrative. 12,442 8,720 7,780 13,707 10,269
Research and development. . . . . . . - 250 1,929 2,033 2,475
Special charges . . . . . . . . . . . - - - 5,181 8,941
--------- --------- --------- --------- ---------
17,778 11,712 14,906 38,936 44,221
INCOME (LOSS) FROM
OPERATIONS . . . . . . . . . . . . . . . (10,390) (8,260) (12,484) (21,789) (9,804)
--------- --------- --------- --------- ---------
NET LOSS . . . . . . . . . . . . . . . . . $(13,688) $ (9,888) $(14,198) $(25,129) $(10,163)
========= ========= ========= ========= =========
LOSS PER COMMON SHARE
Basic . . . . . . . . . . . . . . . . $ (1.12) $ (1.51) $ (4.05) $ (37.60) $ (18.00)
Diluted . . . . . . . . . . . . . . . $ (1.12) $ (1.51) $ (4.05) $ (37.60) $ (18.00)
BALANCE SHEET DATA:
------------------------------------------
In thousands
2002 2001 2000 1999 1998
--------- --------- --------- --------- ---------
Cash and cash equivalents . . . . . . $ 43 $ 35 $ 291 $ 75 $ 3,023
Working Capital . . . . . . . . . . . (20,751) (16,920) (14,532) (16,519) 315
Total assets. . . . . . . . . . . . . 1,180 1,212 1,683 7,250 20,961
Long-term obligations . . . . . . . . - - - - 1,828
Preferred stock . . . . . . . . . . . 420 420 420 6,875 420
Total shareholders' deficit . . . . . (20,427) (16,110) (13,854) (12,432) 4,604
ITEM 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES
We believe the following accounting policies are critical and/or require
significant judgments and estimates used in the preparation of our consolidated
financial statements:
Revenue and direct cost recognition - We account for our revenues in accordance
with EITF 99-19. Our PEO segment revenues are derived from our gross billings,
which are based on (i) the payroll cost of our worksite employees; and (ii) a
markup computed as a percentage of the payroll cost. The gross billings are
invoiced concurrently with each periodic payroll of our worksite employees.
Revenues are recognized ratably over the payroll period as worksite employees
perform their service at the client worksite. Revenues that have been recognized
but not invoiced are included in unbilled accounts receivable on our
Consolidated Balance Sheets.
Previously, we included both components of our gross PEO billings in revenues
(gross method) due primarily to the assumption of significant contractual rights
and obligations associated with being an employer, including the obligation for
the payment of the payroll costs of our worksite employees. We assume our
employer obligations regardless of whether we collect our gross billings. After
discussions with the Securities and Exchange Commission staff, we have changed
our presentation of revenues from the gross method to an approach that presents
our revenues net of worksite employee payroll costs (net method) primarily
because we are not generally responsible for the output and quality of work
performed by the worksite employees.
In determining the pricing of the markup component of the gross billings, we
take into consideration estimates of the costs directly associated with our
worksite employees, including payroll taxes, benefits and workers' compensation
costs, plus an acceptable gross profit margin. As a result, our operating
results are significantly impacted by our ability to accurately estimate,
control and manage our direct costs relative to the revenues derived from the
markup component of our gross billings.
To conform to the net method, we reclassified worksite employee payroll costs by
reducing PEO service revenue and cost of PEO services by $17.8 million for the
year ended June 30, 2002. This reclassification had no effect on gross profit,
operating loss, or net loss previously reported.
Consistent with our revenue recognition policy, our direct costs do not include
the payroll cost of our worksite employees. Our direct costs associated with our
PEO revenue generating activities are comprised of all other costs related to
our worksite employees, such as the employer portion of payroll-related taxes,
employee benefit plan premiums and workers' compensation insurance premiums.
RESULTS OF OPERATIONS
NET REVENUES
Revenues were $7.4 million, $3.5 million, and $2.4 million for the fiscal
years ended June 30, 2002, 2001, and 2000, respectively. The increase in total
revenues in fiscal 2002 as compared with the prior years was due primarily to
revenues associated with the Company's PEO operations.
PEO Services
PEO revenues were $3.3 million for the year ended June 30, 2002. The
Company entered this business segment through acquisitions in November 2001.
Consequently, there were no reported PEO revenues in the prior year.
COST OF PRODUCTS SOLD
PEO Services
Cost of PEO services were $2.4 million (73% of PEO revenues) for the year
ended June 30, 2002. The Company began providing these services pursuant to
acquisitions in the current fiscal year. Accordingly, there are no comparative
results for the prior year periods. (Also see "Risk Factors" related to the
Company's PEO business.)
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses were $12.4 million or 168% of total
revenues, $8.7 million or 253% of total revenues, and $7.8 million or 321% of
total revenues, for the fiscal years ended June 30, 2002, 2001, and 2000,
respectively. Selling, general and administrative expenses consisted primarily
of salaries and commissions of sales and marketing personnel, salaries and
related costs for general corporate functions, including finance, accounting,
facilities, advertising, and other marketing related expenses. During the year
ended June 30, 2002, we took a charge of $1.9 million related to the write off
of goodwill associated with our acquisition of EduAdvantage.com in December 2000
and SourceOne Group in November 2001. The decrease in selling, general and
administrative expenses as a percentage of revenues in fiscal 2002 as compared
to fiscal 2001 is due primarily to the additional revenues associated with the
Company's PEO business. The increase in selling, general and administrative
expenses over the past three years was due primarily to increased costs
associated with financing the Company, larger write-offs for bad debt, and
penalties associated with servicing the Company's debt. Expenses as a percentage
of total revenues decreased due primarily to increased sales. The Company was
under the management of the court-appointed operational receiver who controlled
the operations of the Company for nearly all of fiscal 2000. During this period,
the Company vastly cut its overall activities, including manufacturing,
engineering, and sales and marketing.
ITEM 8.
CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share data)
FOR THE YEARS ENDED JUNE 30,
2002
------------------------------
Revenues
Sales of products. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,574
Software sales, licenses and royalties . . . . . . . . . . . . . . . . . . . . . . 580
PEO services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,254
------------------------------
Total revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,408
------------------------------
Costs of revenues
Cost of products sold. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,868
Cost of software sales, licenses and royalties . . . . . . . . . . . . . . . . . . 99
Cost of PEO services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,389
------------------------------
Total cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,356
------------------------------
Operating expenses
Selling, general, and administrative . . . . . . . . . . . . . . . . . . . . . . . 12,442
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -
------------------------------
12,442
------------------------------
Loss from operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,390)
------------------------------
Other income (expense):
Interest and finance costs, net. . . . . . . . . . . . . . . . . . . . . . . . . . (3,298)
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -
------------------------------
(3,298)
------------------------------
Loss before provision for income taxes. . . . . . . . . . . . . . . . . . . . . . . . . (13,688)
Provision for income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -
------------------------------
Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13,688)
Preferred stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (21)
------------------------------
Net loss attributed to common shareholders. . . . . . . . . . . . . . . . . . . . . . . $ (13,709)
==============================
Loss per common shares
Basic and diluted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (1.12)
==============================
Weighted average common shares -
Basic and diluted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,201
==============================
The accompanying notes are an integral part of these consolidated financial statements.
2001 2000
--------------- ---------------
Revenues
Sales of products. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,897 $ 1,634
Software sales, licenses and royalties . . . . . . . . . . . . . . . . . . . . . . 555 788
PEO services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - -
--------------- ---------------
Total revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,452 2,422
--------------- ---------------
Costs of revenues
Cost of products sold. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,742 5,197
Cost of software sales, licenses and royalties . . . . . . . . . . . . . . . . . . - -
Cost of PEO services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - -
--------------- ---------------
Total cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,742 5,197
--------------- ---------------
Operating expenses
Selling, general, and administrative . . . . . . . . . . . . . . . . . . . . . . . 8,720 7,780
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250 1,929
--------------- ---------------
8,970 9,709
--------------- ---------------
Loss from operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,260) (12,484)
--------------- ---------------
Other income (expense):
Interest and finance costs, net. . . . . . . . . . . . . . . . . . . . . . . . . . (1,628) (1,853)
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - 139
--------------- ---------------
(1,628) (1,714)
--------------- ---------------
Loss before provision for income taxes. . . . . . . . . . . . . . . . . . . . . . . . . (9,888) (14,198)
Provision for income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - -
--------------- ---------------
Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,888) (14,198)
Preferred stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (21) (21)
--------------- ---------------
Net loss attributed to common shareholders. . . . . . . . . . . . . . . . . . . . . . . $ (9,909) $ (14,219)
=============== ===============
Loss per common shares
Basic and diluted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (1.51) $ (4.05)
=============== ===============
Weighted average common shares -
Basic and diluted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,574 3,513
=============== ===============
The accompanying notes are an integral part of these consolidated financial statements.
IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2002, 2001, AND 2000
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition
--------------------
The Company recognizes its revenues associated with its PEO business pursuant to
EITF 99-19 "Reporting Revenue Gross as a Principal versus Net as an Agent."
Previously, the Company reported its worksite employees as a component of direct
costs. The Company's revenues are now reported net of worksite employee payroll
cost (net method). To conform to the net method, we reclassified worksite
employee payroll costs by reducing PEO service revenue and cost of PEO services
by $17.8 million for the year ended June 30, 2002. This reclassification had no
effect on gross profit, operating loss, or net loss previously reported.
NOTE 6 ACQUISITIONS/INTANGIBLE ASSETS
The following table presents the unaudited pro forma condensed statement of
operations for the years ended June 30, 2002 and 2001 and reflects the results
of operations of the Company as if the acquisition of SourceOne had been
effective February 1, 2001 (the inception date of SourceOne). The pro forma
amounts are not necessarily indicative of the combined results of operations had
the acquisition been effective as of that date, or of the anticipated results of
operations, due to cost reductions and operating efficiencies that are expected
as a result of the acquisition.
2002 2001
------------ -----------
(unaudited). . . . . . . . . . . . . . . . . (unaudited)
Revenues . . . . . . . . . . . . . . . . . . . $ 9,462,000 $ 6,050,000
Cost of revenues . . . . . . . . . . . . . . . 7,149,000 4,983,000
Selling, general, and administrative expenses. 12,830,000 9,206,000
Net loss . . . . . . . . . . . . . . . . . . . 13,819,000 10,052,000
Basic loss per share . . . . . . . . . . . . . 1.12 1.48
NOTE 10 SEGMENT AND GEOGRAPHIC INFORMATION
During fiscal 2002, the Company managed and internally reported the Company's
business as four (4) reportable segments as follows: (1) imaging products and
accessories; (2) imaging software; (3) e-commerce; and (4) professional employer
organization
During fiscal 2001 the Company only had three reported segments since it
acquired the PEO business during fiscal 2002 and during fiscal 2000 it is not
practicable to discern revenues and operating results by segment due to the
prior organizational structure and accounting systems.
Segment information for the fiscal year ended June 30, 2002 and 2001 was as
follows:
IMAGING
PEO PRODUCTS & IMAGING E-
FISCAL YEAR ENDED JUNE 30,. . . . BUSINESS ACCESSORIES SOFTWARE COMMERCE TOTAL
2002
----------
Selected statement of operations
activity:
Revenues. . . . . . . . . . . $3,254,000 $ 3,574,000 $ 580,000 $ - $ 7,408,000
Cost of revenues. . . . . . . 2,389,000 2,868,000 99,000 - 5,356,000
Operating income (loss) . . . 194,000 (9,114,000) (1,470,000) - (10,390,000)
Segment assets. . . . . . . . . . $ 493,000 $ 591,000 $ 96,000 $ - $ 1,180,000
2001
----------
Revenues. . . . . . . . . . . $ - $ 1,973,000 $ 559,000 $ 920,000 $ 3,452,000
Operating income (loss) . . . - (8,341,000) 387,000 (306,000) (8,260,000)
Additional information regarding revenue by products and service groups is not
presented for the fiscal year ended June 30, 2001 because it is currently
impracticable to do so due to various reorganizations of the Company's
accounting systems. A comprehensive accounting system was implemented during
fiscal 2002 that enables the Company to report such information in the future.
As of and during the years ended June 30, 2002, 2001, and 2000 no customer
accounted for more than 10% of consolidated accounts receivable or total
consolidated revenues.
Net sales from principal geographic areas were as follows:
2002 2001 2000
------------- ------------ ------------
Europe . . . . . . $ 299,000 $ 82,000 $ 28,000
Asia . . . . . . . 328,000 633,000 23,000
Others . . . . . . 295,000 34,000 41,000
------------- ------------ ------------
Total export sales 922,000 749,000 92,000
Domestic sales . . 6,486,000 2,703,000 2,330,000
------------- ------------ ------------
Total sales . . . $ 7,408,000 $ 3,452,000 $ 2,422,000
============= ============ ============
NOTE 14 REVENUE RECOGNITION - PEO SEGMENT
The Company recognizes its revenues associated with its PEO business pursuant to
EITF 99-19 "Reporting Revenue Gross as a Principal versus Net as an Agent."
Previously, the Company reported its worksite employees as a component of direct
costs, The Company's revenues are now reported net of worksite employee payroll
cost (net method). To conform to the net method, we reclassified worksite
employee payroll costs by reducing PEO service revenue and cost of PEO services
by $17.8 million for the year ended June 30, 2002. This reclassification had no
effect on gross profit, operating loss, or net loss previously reported.
PART IV
========
ITEM 14.
EXHIBITS
99.1 Certification of the Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
99.2 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amended Annual Report on Form 10-K/A2 to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: July 1, 2003
IMAGING TECHNOLOGIES CORPORATION
By:/s/ BRIAN BONAR
-----------------
Brian Bonar
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints, Brian Bonar as his attorney-in-fact, each
with full power of substitution and resubstitution, for him or her in any and
all capacities, to sign any and all amendments to this amended Annual Report on
Form 10-K/A2 (including post-effective amendments), and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming that
said attorney-in-fact, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amended Annual Report on Form 10-K/A2 has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE . . . . . . . . TITLE DATE
------------------------- -------------------------------------- ------------
/s/ Brian Bonar
-------------------------
Brian Bonar . . . . . . . Chairman of the Board of Directors and June 9, 2003
Chief Executive Officer
/s/ Robert A. Dietrich
-------------------------
Robert A. Dietrich. . . . June 9, 2003
Director
/s/ Eric W. Gaer
-------------------------
Eric W. Gaer. . . . . . . June 9, 2003
Director
/s/ Stephen J. Fryer
-------------------------
Stephen J. Fryer. . . . . June 9, 2003
Director
/s/ Richard H. Green. . . June 9, 2003
-------------------------
Richard H. Green. . . . . Director