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EXHIBIT 99.2
AGREEMENT OF MERGER
OF ALATION ACQUISITION CORPORATION,
A CALIFORNIA CORPORATION
AND
ALATION SYSTEMS, INC.,
A CALIFORNIA CORPORATION
This Agreement of Merger (the "Agreement"), is made and entered into as
of May ____, 2000 by and among Alation Systems, Inc., a California corporation
("Alation " or the "Company"), and Alation Acquisition Corporation, a California
corporation ("Merger Sub" and, together with Alation, the "Constituent
Corporations") and a wholly-owned subsidiary of Cypress Semiconductor
Corporation, a Delaware corporation ("Parent"), and Parent.
RECITALS
A. Parent and Alation have entered into that certain Agreement and Plan
of Reorganization, dated as of April 25, 2000 (the "Reorganization Agreement"),
providing, among other things, for the execution and filing of this Agreement
and the merger of Merger Sub with and into Alation upon the terms set forth in
the Reorganization Agreement and this Agreement (the "Merger"). Terms used, but
not defined, herein shall have the meanings set forth in the Reorganization
Agreement.
B. The respective Boards of Directors of each of the Constituent
Corporations deem it advisable and in the best interests of each of such
corporations and their respective shareholders that Merger Sub be merged with
and into Alation and have approved this Agreement and the Merger.
C. The Reorganization Agreement, this Agreement and the Merger have been
approved by the shareholders of Alation and by the sole shareholder of Merger
Sub.
NOW THEREFORE, in consideration of the mutual agreements and covenants
set forth herein, each of the Constituent Corporations hereby agrees that Merger
Sub shall be merged with and into Alation in accordance with the Reorganization
Agreement and the provisions of the laws of the State of California, upon the
terms and subject to the conditions set forth as follows:
ARTICLE I
THE CONSTITUENT CORPORATIONS
1.1 Alation. Alation is a corporation duly organized and existing under
the laws of the State of California and has an authorized capital of 15,000,000
shares of authorized common stock, of which 6,371,500 are issued and
outstanding, and 3,223,251 shares of authorized Preferred Stock, of which
1,723,251 shares are designated Series A Preferred Stock and 1,500,000 shares
are designated Series B Preferred Stock. As of the date hereof, 1,723,251 shares
of the Series A Preferred Stock are issued and outstanding and 1,483,865 shares
of the Series B Preferred Stock are issued and outstanding. Alation was
incorporated under the laws of the State of California on January 28, 1997.
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1.2 Merger Sub. Merger Sub is a corporation duly organized and existing
under the laws of the State of California and has an authorized capital of 1,000
shares, all of which are designated "Common Stock," $0.001 par value per share.
As of the date of this Agreement, 1,000 shares of Common Stock are outstanding
and held by Parent.
ARTICLE II
THE MERGER
2.1 The Merger. At the Effective Time (as defined in Section 2.2) and
subject to and upon the terms and conditions of this Agreement and the
applicable provisions of the Corporations Code of the State of California
("California Law"), Merger Sub shall be merged with and into Alation, the
separate corporate existence of Merger Sub shall cease and Alation shall
continue as the surviving corporation and as a wholly-owned subsidiary of
Parent. The surviving corporation after the Merger is hereinafter sometimes
referred to as the "Surviving Corporation."
2.2 Filing and Effectiveness. This Agreement, together with the
officers' certificates of each of the Constituent Corporations required by
California Law (the "Officers' Certificates"), shall be filed with the Secretary
of State of the State of California at the time specified in the Reorganization
Agreement. The Merger shall become effective upon the filing of this Agreement
and the Officers' Certificates with, and acceptance by, the Secretary of State
of the State of California (herein the "Effective Time").
2.3 Effect of the Merger. At the Effective Time, the effect of the
Merger shall be as provided in the applicable provisions of California Law.
Without limiting the generality of the foregoing, and subject thereto, at the
Effective Time, all the property, rights, privileges, powers and franchises of
Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities
and duties of Merger Sub shall become the debts, liabilities and duties of the
Surviving Corporation.
2.4 Articles of Incorporation. At the Effective Time, the Articles of
Incorporation of the Surviving Corporation shall be amended in full to read as
set forth on Exhibit A attached hereto.
2.5 Effect of Merger on the Capital Stock of the Constituent
Corporations.
(a) Certain Definitions. For purposes of this Agreement, the
following terms shall have the following meanings:
"Aggregate First Tier Series A Share Number" is defined in
Section 2.5(c)(1)(b).
"Aggregate First Tier Series B Share Number" is defined in
Section 2.5(c)(1)(a).
"Aggregate First Tier Share Number" is defined in Section
2.5(c)(1)(b).
"Aggregate Second Tier Share Number" is defined in Section
2.5(c)(2).
"Aggregate Third Tier Share Number" is defined in Section
2.5(c)(3).
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"Aggregate Share Number" shall mean 690,808 shares of Parent
Common Stock.
"Closing" means the closing of the Merger at the Effective Time.
"Closing Date" means the date upon which the Closing actually
occurs.
"Company Capital Stock" means the common, preferred and other
capital stock of the Company.
"Company Common Stock" shall mean shares of common stock of the
Company, including those shares which would become issuable upon the exercise of
Company Options.
"Company Common Stock Exchange Ratio" shall equal the sum of the
Second Tier Preferential Consideration plus the Third Tier Preferential
Consideration plus the Remaining Share Consideration.
"Company Convertible Securities" shall mean the Company Options
and any other rights (other than Company Preferred Stock) to acquire or receive
shares of Company Capital Stock.
"Company Options" shall mean all issued and outstanding options
to purchase or otherwise acquire Company Capital Stock (whether or not vested)
held by employees or directors of or consultants to Company.
"Company Preferred Stock" shall mean shares of the Company's
Series A Preferred Stock and shares of the Company's Series B Preferred Stock.
"Company Stockholders" shall mean holders of any shares of
Company Capital Stock immediately prior to the Effective Time of the Merger.
"Escrow Amount" shall mean that number of shares of Parent
Common Stock equal to ten percent (10%) of the Aggregate Share Number to be
distributed pursuant to the terms of this Section 2.5 to the holders of the
Company Common Stock, and the Company Preferred Stock. In no event shall the
Escrow Amount be less than ten percent (10%) of an amount equal to (i) the
Aggregate Share Number, minus (ii) the shares reserved for issuance upon
exercise of the Company Options assumed by Parent.
"First Tier Preferential Consideration" is the Series B First
Tier Preferential Consideration plus the Series A First Tier Preferential
Consideration.
"First Tier Series A Preferred Stock Value" is equal to $1.0697
plus the aggregate per share amount of all declared but unpaid dividends, if
any, with respect to such Company Series A Preferred Stock.
"First Tier Series B Preferred Stock Value" is equal to
$2.6084815 plus the aggregate per share amount of all declared but unpaid
dividends, if any, with respect to such Company Series B Preferred Stock.
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"Outstanding Company Common Shares" shall mean the Total
Outstanding Shares amount less (i) the aggregate number of Shares of Company
Series A Preferred Stock issued and outstanding as of the Closing, or which are
issuable upon the exercise of any unexercised rights to convert Company
Convertible Securities into Series A Preferred Stock which are issued and
outstanding as of the Closing, and less (ii) the aggregate number of Shares of
Company Series B Preferred Stock issued and outstanding as of the Closing, or
which are issuable upon the exercise of any unexercised rights to convert
Company Convertible Securities into Series B Preferred Stock which are issued
and outstanding as of the Closing.
"Outstanding Series A Preferred Stock" is the total issued and
outstanding shares of the Company Series A Preferred Stock immediately prior to
the Effective Time of the Merger.
"Outstanding Series B Preferred Stock" is the total issued and
outstanding shares of the Company Series B Preferred Stock immediately prior to
the Effective Time.
"Parent Common Stock" is the common stock of the Parent.
"Parent Common Stock Price" shall mean the closing price per
share of Parent Common Stock on the New York Stock Exchange on the trading day
immediately preceding the Closing Date.
"Remaining Share Consideration" is defined in Section 2.5(c)(4).
"Second Tier Preferential Consideration" is defined in Section
2.5(c)(2).
"Second Tier Stock Value" is equal to $2.1394 plus the aggregate
per share amount of all declared but unpaid dividends, if any, with respect to
the Total Outstanding Shares, other than those dividends included in the
determination of the Series A First Tier Preferred Stock Value or in the
determination of the Series B First Tier Preferred Stock Value.
"Series A First Tier Preferential Consideration" is defined in
Section 2.5 (b)(1)(b) below.
" Series B First Tier Preferential Consideration" is defined in
Section 2.5 (b)(1)(b) below.
"Series A Preferred Stock Exchange Ratio" shall be the sum of
the Series A First Tier Preferential Consideration plus the Second Tier
Preferential Consideration.
"Series B Preferred Stock Exchange Ratio" shall be the sum of
the Series B First Tier Preferential Consideration plus the Second Tier
Preferential Consideration plus the Third Tier Preferential Consideration.
"Third Tier Stock Value" is equal to (i) $5.216963 plus the
aggregate per share amount of all declared but unpaid dividends, if any, with
respect to the Total Outstanding Shares,
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other than those dividends included in the determination of the Series A First
Tier Preferred Stock Value and the Series B First Tier Preferred Stock Value,
minus (ii) the Second Tier Stock Value.
"Total Outstanding Shares" means the aggregate number of shares
of Company Common Stock outstanding immediately prior to the Effective Time,
plus the aggregate number of shares of Company Preferred Stock outstanding
immediately prior to the Effective Time, and plus the aggregate number of shares
of the Company Common or Preferred Stock issuable, with or without the passage
of time or satisfaction of other conditions, upon exercise of the rights to
obtain such shares pursuant to the Company Options, or any other Company
Convertible Securities immediately prior to the Effective Time.
(b) Shares to be Issued; Effect on Capital Stock. In connection
with the Merger, the maximum number of shares of Parent Common Stock to be
issued (including Parent Common Stock to be reserved for issuance upon exercise
of any of the Company's Options to be assumed by Parent) in exchange for the
acquisition by Parent of the Total Outstanding Shares of the Company, including
all unexpired and unexercised options (vested and unvested), or other rights to
acquire Company Capital Stock shall be the Aggregate Share Number; provided that
such maximum number shall be adjusted to the extent required by Section 2.7,
below (herein the "Merger Consideration"). Subject to Section 2.10 below, as of
the Effective Time, by virtue of the Merger and without any action on the part
of Merger Sub, the Company or the holder of any shares of the Company Capital
Stock, each share of the Company Capital Stock issued and outstanding
immediately prior to the Effective Time (other than any Dissenting Shares, as
defined in Section 2.9, below) will be canceled and extinguished and be
converted automatically into the right to receive, upon surrender of a
certificate therefor (the "Company Certificate"), such number of shares of
Parent Common Stock as is equal to the Series A Preferred Stock Exchange Ratio,
the Series B Preferred Stock Exchange Ratio, or the Company Common Stock
Exchange Ratio, as applicable.
(c) Calculation of Exchange Ratio Components.
(1) First Tier Preferred Stock Preferential
Consideration. Prior and in preference to any distribution of the Remaining
Share Consideration to holders of Company Common Stock, the holders of Company
Series A Preferred Stock and Company Series B Preferred Stock shall be entitled
to receive the following:
a) First Tier Series B Preferential
Consideration. Prior and in preference to any distribution in respect of any
other shares of Company Capital Stock, as the "Series B First Tier Preferential
Consideration," each share of the Outstanding Series B Preferred Stock shall be
converted into the right to receive that number of shares of the Aggregate Share
Number equal to the lesser of (a) the quotient of (x) the First Tier Series B
Preferred Stock Value divided by (y) the Parent Common Stock Price, or (b) the
Aggregate Share Number divided by the Outstanding Series B Preferred Shares. The
total portion of the Aggregate Share Number to be issued in respect of the
Series B Preferred Stock pursuant to this subsection is the "Aggregate First
Tier Series B Share Number."
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b) First Tier Series A Preferential
Consideration. If and only if the Aggregate Share Number exceeds the Aggregate
First Tier Series B Share Number, then prior to and in preference to any
distribution of such excess in respect of any other shares of Company Capital
Stock and as the "Series A First Tier Preferential Consideration," each share of
the Outstanding Series A Preferred Stock shall be converted into a right to
receive that number of shares of the Aggregate Share Number equal to the lesser
of (a) the quotient of (x) the First Tier Series A Preferred Stock Value divided
by (y) the Parent Common Stock Price, or (b) the quotient derived by dividing
(i) the positive difference between the Aggregate Share Number and the Aggregate
First Tier Series B Share Number, by (ii) the total number of shares of
Outstanding Series A Preferred Stock. The portion of the Aggregate Share Number
to be issued in respect of the Series A Preferred Stock pursuant to this
subsection is the "Aggregate First Tier Series A Share Number" and the
"Aggregate First Tier Share Number" is the sum of the Aggregate First Tier
Series B Share Number and the Aggregate First Tier Series A Share Number."
(2) Second Tier Preferential Consideration. If and only
if the Aggregate Share Number exceeds the Aggregate First Tier Share Number,
then prior to and in preference to any distribution of such excess in respect of
any other shares of the Company Capital Stock and as the "Second Tier
Preferential Consideration," each share of the Total Outstanding Shares shall be
converted into a right to receive that number of shares of the Aggregate Share
Number equal to the lesser of (a) the quotient of (x) the Second Tier Stock
Value divided by (y) the Parent Common Stock Price, or (b) the quotient derived
by dividing (i) an amount equal to the Aggregate Share Number less the Aggregate
First Tier Share Number, by (ii) the total number of shares of the Outstanding
Company Preferred Shares and the Outstanding Company Common Shares. The portion
of the Aggregate Share Number to be issued in respect of the Company Outstanding
Series B Preferred Stock, Outstanding Series A Preferred Stock, and the
Outstanding Company Common Stock pursuant to this subsection is the "Aggregate
Second Tier Share Number."
(3) Third Tier Preferential Consideration. If and only
if the Aggregate Share Number exceeds the total of the Aggregate First Tier
Share Number and the Aggregate Second Tier Share Number, then prior to and in
preference to any distribution of such excess in respect of any other shares of
the Company Capital Stock and as the "Third Tier Preferential Consideration,"
each share of the Outstanding Company Common Shares and each share of the
Outstanding Company Series B Preferred Stock shall be converted into the right
to receive that number of shares of the Aggregate Share Number equal to the
lesser of (a) the quotient of (x) the Third Tier Stock Value divided by (y) the
Parent Common Stock Price, or (b) the quotient derived by dividing (i) an amount
equal to the Aggregate Share Number less the Aggregate First Tier Share Number
less the Aggregate Second Tier Share Number, by (ii) an amount equal to the
Outstanding Company Common Shares and the Outstanding Company Series B Preferred
Shares. The portion of the Aggregate Share Number to be issued in respect of the
Company Outstanding Series B Preferred Shares and the Outstanding Company Common
Shares pursuant to this subsection is the "Aggregate Third Tier Share Number."
(4) Remaining Share. If and only if the Aggregate Share
Number exceeds the sum of the Aggregate First Tier Share Number, the Aggregate
Second Tier Share Number and the
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Aggregate Third Tier Share Number, then as the "Remaining Share Consideration,"
each share of the Outstanding Company Common Shares shall be converted into the
right to receive that number of shares of the Aggregate Share Number equal to
the quotient derived by dividing (i) an amount equal to the Aggregate Share
Number, less the Aggregate First Tier Share Number, less the Aggregate Second
Tier Share Number, and less the Aggregate Third Tier Share Number by (ii) the
Outstanding Company Common Shares.
Notwithstanding the foregoing provisions of this Section 2.5, in no event shall
the total number of shares received by the holder of the Outstanding Company
Common Shares and the Outstanding Company Preferred Shares exceed the total
Aggregate Share Number minus that portion of the Aggregate Share Number that
must be reserved for the issuance of the Parent Common Stock upon exercise of
the Options assumed by the Parent in accordance with Subpart (5), below and in
no event shall the total number of shares of the Parent Common Stock issued or
issuable in connection with the Merger exceed the Aggregate Share Number.
(5) Assumption of Company Options. At the Effective
Time, each outstanding Company Option issued pursuant to Company's 1998 Stock
Option Plan (the "Option Plan") or otherwise, whether vested or unvested, will
be assumed by Parent in connection with the Merger. Each Company Option so
assumed by Parent under the Reorganization Agreement shall continue to have, and
be subject to, the same terms and conditions set forth in the Option Plan and/or
as provided in the respective option agreements applicable thereto immediately
prior to the Effective Time (including, without limitation, any vesting schedule
or repurchase rights), except that (i) each Company Option will be exercisable
for an amount of the Aggregate Share Number equal to the product of the number
of shares of Company Common Stock that were issuable if the Company Option been
exercised immediately prior to the Effective Time multiplied by the Company
Common Stock Exchange Ratio, rounded down to the nearest whole number of shares
of Parent Common Stock and (ii) the per share exercise price for such amount of
the Aggregate Share Number issuable upon exercise of said assumed Company Option
will be equal to the quotient determined by dividing the exercise price per
share of Company Capital Stock at which such Company Option was exercisable
immediately prior to the Effective Time by the Company Common Stock Exchange
Ratio, rounded up to the nearest whole cent. It is the intention of the parties
hereto that the Company Options assumed by Parent following the Closing pursuant
to this Section 2.5 will, to the extent permitted by applicable law, qualify as
incentive stock options as defined in Section 422 of the Internal Revenue Code,
to the extent any such Company Options qualified as incentive stock options
immediately prior to the Effective Time.
(6) Fractional Shares. No fractional share of Parent
Common Stock shall be issued in the Merger. In lieu thereof, each holder of
shares of Company Capital Stock who would otherwise be entitled to a fraction of
a share of Parent Common Stock (after aggregating all fractional shares of
Parent Common Stock to be received by such holder) shall be entitled to receive
from Parent an amount of cash (rounded to the nearest whole cent) equal to the
product of (i) such fraction, multiplied by (ii) $44.875.
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2.6 Capital Stock of Merger Sub. Each share of Common Stock, $0.001 par
value per share, of Merger Sub (the "Merger Sub Common Stock") issued and
outstanding immediately prior to the Effective Time shall be converted
immediately upon the Merger into one validly issued, fully paid and
nonassessable share of Common Stock, $0.001 par value per share, of the
Surviving Corporation. Each certificate evidencing ownership of shares of Merger
Sub Common Stock shall evidence ownership of such shares of capital stock of the
Surviving Corporation.
2.7 Adjustments to Exchange Ratio. The exchange ratios defined above
shall be adjusted to reflect appropriately the effect of any stock split,
reverse stock split, stock dividend (including any dividend or distribution of
securities convertible into Parent Common Stock or Company Common Stock),
reorganization, recapitalization, reclassification, combination, exchange of
shares or other like change with respect to the Parent Common Stock.
2.8 Tax Consequences. It is intended by the parties hereto that the
Merger shall constitute a "plan of reorganization" within the meaning of Section
368 of the Code and Sections 1.368-2(g) and 1.368-3(a) of the United States
Income Tax Regulations. The parties shall not take a position on any tax return
inconsistent with this Section.
2.9 Dissenting Shares for Holders of Company Capital Stock.(a)
(a) Any shares of Company Capital Stock held by a holder who has
demanded and perfected appraisal rights for such shares in accordance with
California Law and who, as of the Effective Time, has not effectively withdrawn
or lost such appraisal rights ("Dissenting Shares"), shall not be converted into
or represent a right to receive Parent Common Stock pursuant to Section 2.5(b)
hereof, but the holder thereof shall only be entitled to such rights as are
granted by California Law.
(b) Notwithstanding the provisions of subsection (a), if any
holder of shares of Company Capital Stock who demands appraisal of such shares
under California Law shall effectively withdraw or lose (through failure to
perfect or otherwise) the right to appraisal, then, as of the later of the
Effective Time and the occurrence of such event, such holder's shares shall
automatically be converted into and represent only the right to receive Parent
Common Stock as provided in Section 2.5(b) hereof (and subject to the escrow
provisions of Section 7.2 of the Reorganization Agreement), without interest
thereon, upon surrender of the Company Certificate representing such shares.
2.10 Escrow Amount. Parent will deduct from the Merger Consideration
otherwise payable to the Company Stockholders the Escrow Amount. Such deduction
will be made from the Merger Consideration to each Company Stockholder pro rata,
on the basis of the Merger Consideration such Company Stockholder would
otherwise receive. The Escrow Amount so deducted from the Merger Consideration
will be deposited into escrow and held and distributed pursuant to the terms and
conditions of the escrow arrangements set forth in Section 7.2 of the
Reorganization Agreement.
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ARTICLE III
MISCELLANEOUS
3.1 Parent Shareholder Approval. No approval by the shareholders of
Parent is required as a condition to the effectiveness of the Merger.
3.2 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.
3.3 Governing Law. This Agreement shall be governed in all respects,
including validity, interpretation and effect by the laws of the State of
California.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
ALATION SYSTEMS, INC.
By:
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Name:
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Title:
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By:
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Name:
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Title:
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ALATION ACQUISITION CORPORATION
By:
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Name:
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Title:
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By:
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Name:
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Title:
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CYPRESS SEMICONDUCTOR CORPORATION
By:
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Name:
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Title:
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By:
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Name:
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Title:
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[SIGNATURE PAGE - AGREEMENT OF MERGER]
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ALATION SYSTEMS, INC.
OFFICERS' CERTIFICATE OF APPROVAL OF MERGER
The undersigned, Xxxxx Xxxxxxxx, President and Chief Executive Officer,
and Xxxx Xxxxx, Secretary, hereby certify that:
1. They are the President and Chief Executive Officer and Secretary,
respectively, of Alation Systems, Inc., a California corporation ("Alation").
2. The principal terms of the Agreement of Merger in the form attached
to this Certificate (the "Merger Agreement") providing for the merger (the
"Merger") of Alation Acquisition Corporation, a California corporation, with and
into Alation was duly approved by the Board of Directors and shareholders of
Alation.
3. The authorized capital stock of Alation consists of 15,000,000 shares
of authorized common stock of which 6,371,500 shares are issued and outstanding,
of which 4,495,000 shares are entitled to vote, and 3,223,251 shares of
authorized Preferred Stock, 1,723,251 shares of which are designated Series A
Preferred Stock and 1,500,000 of which are designated Series B Preferred Stock.
There is currently 1,723,251 shares of Series A Preferred Stock issued and
outstanding and 1,483,865 shares of Series B Preferred Stock issued and
outstanding, of which 1,723,251 shares of Series A Preferred Stock and 1,081,267
shares of Series B Preferred Stock are entitled to vote together as one class.
The votes of more than 50% of the outstanding shares of Alation Common Stock and
more than 50% of the outstanding shares of Alation Preferred Stock were required
to approve the Merger and the principal terms of the Agreement of Merger.
4. The principal terms of the Merger Agreement were approved by the
consent of the holders of a majority of the outstanding shares of Alation Common
Stock, voting as a class, and a majority of the outstanding shares of Alation
Preferred Stock, voting separately as a class, which vote exceeded the vote
required.
I further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of my own knowledge.
Date: ____________, 2000 Signature:
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Name: Xxxxx Xxxxxxxx
Title: President and Chief Executive
Officer
Signature:
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Name: Xxxx Xxxxx
Title: Secretary
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ALATION ACQUISITION CORPORATION
OFFICERS' CERTIFICATE OF APPROVAL OF MERGER
The undersigned, Xxxxxxxx Xxxxxxxxx, does hereby certify that:
1. He is the Chief Financial Officer and Secretary of Alation
Acquisition Corporation, a California corporation ("AAC").
2. The principal terms of the Agreement of Merger in the form attached
to this Certificate (the "Merger Agreement") providing for the merger (the
"Merger") of AAC with and into Alation Systems, Inc., a California corporation,
was duly approved by the Board of Directors and by the sole shareholder of AAC.
3. The authorized capital stock of AAC consists of 1,000 shares of
Common Stock. There are 1,000 shares of AAC Common Stock issued and outstanding,
all of which were entitled to vote upon the Merger. A vote of more than 50% of
the outstanding shares of AAC Common Stock was required to approve the Merger.
4. The principal terms of the Merger Agreement were approved by the
consent of AAC's sole shareholder, holding 100% of Alation's issued and
outstanding shares, which vote exceeded the vote required.
5. No vote of the shareholders of Cypress Semiconductor Corporation, the
sole shareholder of AAC, is required for the exchange of its shares of common
stock for the Capital Stock of Alation Systems, Inc.
We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of our own knowledge.
Date: _______________, 2000.
Signature:
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Name: Xxxxxxxx Xxxxxxxxx
Title: Chief Financial Officer, Vice
President and Secretary
