REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made this
31st day of December, 1998, by PALATIN TECHNOLOGIES, INC., a Delaware
corporation (the "Company"), for the benefit of each Purchaser (individually a
"Purchaser" and collectively the "Purchasers") entering into that certain
Purchase Agreement (the "Purchase Agreement") with the Company.
BACKGROUND
Pursuant to the Purchase Agreement, the Company has offered (the
"Offering") for sale a minimum of $1,150,000 and a maximum of $7,000,000 of (a)
shares (the "Shares") of the Company's Common Stock, par value $.01 per share
(the "Common Stock") and (b) warrants (the "Warrants") to purchase one share of
Common Stock of the Company. The Shares and Warrants shall from time to time be
collectively referred to herein as the "Securities." In order to induce the
Purchasers to purchase the Securities, the Company has agreed to provide the
registration rights set forth in this Agreement.
1. Securities Laws Representations and Covenants of Purchaser.
This Agreement is made for the benefit of the Purchasers in reliance
upon each Purchaser's representations to the Company, as the same are set forth
in Section 4 of the Purchase Agreement.
2. Registration Rights.
2.1 Certain Definitions. As used in this Agreement, the following
terms shall have the following respective meanings:
(a) "Commission" shall mean the Securities and Exchange
Commission or any other federal agency at the time
administering the Securities Act.
(b) "Form S-1, Form SB-1, Form S-2, Form SB-2 and Form S-3"
shall mean Form S-1, Form SB-1, Form S-2, Form SB-2 or
Form S-3, respectively, promulgated by the Commission or
any substantially similar form then in effect.
(c) "Purchasers" shall mean, collectively, the Purchasers,
their permitted assignees and transferees and,
individually, a Purchaser and any permitted assignee or
transferee of such Purchaser.
(d) The terms "Register", "Registered" and "Registration"
refer to a registration effected by preparing and filing
a Registration Statement or Statements or similar
documents in compliance with the Securities Act, and the
declaration or ordering by the Commission of the
effectiveness of such Registration Statement.
(e) "Registrable Securities" shall mean the Shares and
Warrant Shares so long as such shares are ineligible for
sale under subparagraph (k) of Rule 144.
(f) "Registration Expenses" shall mean all expenses incurred
by the Company in complying with Section 2, including,
without limitation, all federal and state registration,
qualification and filing fees, printing expenses, fees
and disbursements of counsel for the Company, accountant
fees, blue sky fees and expenses and, the expense of any
special audits incident to or required by any such
Registration.
(g) "Registration Statement" shall mean Form S-1, Form SB-1,
Form S-2, Form SB-2 or Form S-3, whichever is
applicable, unless otherwise specified herein.
(h) "Rule 144" shall mean Rule 144 promulgated by the
Commission pursuant to the Securities Act.
(i) "Securities Act" shall mean the Securities Act of 1933,
as amended.
(j) "Selling Expenses" shall mean all underwriting discounts
and selling commissions applicable to the sale of
Registrable Securities pursuant to this Agreement.
(k) "Selling Stockholder" shall mean a holder of Registrable
Securities who requests Registration under Section 2.3
hereof or whose shares of Common Stock become Registered
pursuant to Section 2.2 hereof.
(l) "Warrant Shares" shall mean the shares of capital stock
of the Company underlying the Warrants.
Capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Purchase Agreement.
2.2 Required Registration
(a) Within 30 days following the Final Closing Date of the
Offering, the Company shall file with the Commission a
Registration Statement for the purpose of Registering,
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upon the effectiveness of such Registration Statement,
the Shares and the Warrant Shares.
(b) The Company shall use its best efforts to maintain with
the Commission a Registration Statement that is
effective and causes the Shares and the Warrant Shares
to be Registered under the Securities Act until the date
on which the Shares and the Warrant Shares are eligible
for resale or other disposition under Rule 144 without
regard to the volume limitations thereof.
2.3 Piggyback Registration
(a) Until the time set forth in Section 2.3(g) hereof, each
time that the Company proposes to Register a public
offering of its Common Stock, other than (i) pursuant to
a Registration Statement on Form S-4 or Form S-8 or
similar or successor forms or (ii) on a Registration
Statement filed in connection with an exchange offer or
other offer of Common Stock solely to the then-existing
stockholders of the Company, the Company shall promptly
give written notice of such proposed Registration to all
holders of Shares and Warrant Shares, which shall offer
such holders the right to request inclusion of any
Registrable Securities in the proposed Registration.
(b) Each holder of Shares or Warrant Shares shall have ten
(10) days or such longer period as shall be set forth in
the notice from the receipt of such notice to deliver to
the Company a written request specifying the number of
shares of Registrable Securities such holder intends to
sell and the holder's intended plan of disposition.
(c) The Company shall have the exclusive right to select all
underwriters for any underwritten public offering of
securities of the Company, including all Shares and
Warrant Shares. In the event that the proposed
Registration by the Company is, in whole or in part, an
underwritten public offering of securities of the
Company, any request under Section 2.3(b) shall contain
the holder's agreement that the Registrable Securities
will be included in the underwriting on the same terms
and conditions as the shares of Common Stock, if any,
otherwise being sold through underwriters under such
Registration.
(d) Upon receipt of a written request pursuant to Section
2.3(b), the Company shall promptly use its best efforts
to cause all such Registrable Securities to be
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Registered, to the extent required to permit sale or
disposition as set forth in the written request.
(e) Notwithstanding the foregoing, if the managing
underwriter of an underwritten public offering
determines and advises in writing that the inclusion of
all Registrable Securities proposed to be included in
the underwritten public offering, together with any
shares proposed to be sold by the Company for its own
account and any other issued and outstanding shares of
Common Stock proposed to be included therein by holders
other than the holders of Registrable Securities (such
other holders' shares hereinafter collectively referred
to as the "Other Shares"), would interfere with the
successful marketing of the securities proposed to be
included in the underwritten public offering, including
the price at which such securities can be sold, then the
number of such shares of persons other than the Company
that otherwise would be included in such underwritten
public offering shall be excluded from such underwritten
public offering in a number deemed necessary by such
managing underwriter, first by excluding, to the extent
necessary, other shares held by persons who have not
exercised contractual rights to include such Shares in
the offering pursuant to the Prior Registration Rights
Agreements (as hereinafter defined), and then, to the
extent necessary, by excluding Registrable Securities
participating in such underwritten public offering, pro
rata, based on the number of shares of Registrable
Securities each holder proposes to include; and, then,
excluding to the extent necessary, other Shares proposed
to be included by the holders of other Shares who have
exercised registration rights granted to them under
registration rights agreements of the Company in effect
on the date hereof or any other registration rights in
effect on the date hereof (collectively, the "Prior
Registration Rights Agreements").
(f) All Shares and Warrant Shares that are not included in
an underwritten public offering pursuant to Section 2.3
shall be withheld from the market by the holders thereof
for a period, not to exceed 12 months following a public
offering, that the managing underwriter reasonably
determines is necessary in order to effect the
underwritten public offering. The holders of such Shares
and the Warrant Shares shall execute such documentation
as the managing underwriter reasonably requests to
evidence this lock-up.
(g) The registration rights provided by this Agreement shall
expire with respect to any Registrable Security upon the
earliest to occur of (i) the effectiveness of a
Registration Statement that includes in the Registration
effected thereby, at the request of a Selling
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Stockholder, such Registrable Security; (ii) the date on
which such Registrable Security is eligible for resale
under Rule 144 without regard to the volume limitations
thereof; and (iii) five years from the date hereof.
2.4 Preparation and Filing. If and whenever the Company is under an
obligation pursuant to the provisions of this Section 2 to use
its best efforts to effect the Registration of any Registrable
Securities, the Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a Registration
Statement with respect to such Registrable Securities,
using such form of available Registration Statement as
is reasonably selected by the Company (unless otherwise
specified herein), and use its best efforts to cause
such Registration Statement to become and remain
effective, keeping each Selling Stockholder advised as
to the initiation, progress and completion of the
Registration;
(b) prepare and file with the Commission such amendments and
supplements to such Registration Statements and the
prospectus used in connection therewith as may be
necessary to keep such Registration Statement effective
for, in the case of a Required Registration under
Section 2.2, the period set forth in Section 2.2(b) and,
in the case of a Piggyback Registration under Section
2.3, six months, and to comply with the provisions of
the Securities Act with respect to the sale or other
disposition of all Registrable Securities covered by
such Registration Statement;
(c) furnish to each Selling Stockholder such number of
copies of any summary prospectus or other prospectus,
including a preliminary prospectus and all amendments
and supplements thereto, in conformity with the
requirements of the Securities Act, and such other
documents as such Selling Stockholder may reasonably
request in order to facilitate the public sale or other
disposition of such Registrable Securities; provided,
however, that no such prospectus need be furnished more
than, in the case of a Required Registration under
Section 2.2, six months after the conclusion of the
period set forth in Section 2.2(b) and, in the case of a
Piggyback Registration under Section 2.3, six months
after the effective date of the Registration Statement
related thereto;
(d) use its best efforts to register or qualify the
Registrable Securities covered by such Registration
Statement under the securities or blue sky laws of such
jurisdictions as each Selling Stockholder shall
reasonably request and do any and all other acts or
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things which may be reasonably necessary or advisable to
enable such holder to consummate the public sale or
other disposition in such jurisdictions of such
Registrable Securities; provided, however, that the
Company shall not be required to consent to general
service of process, qualify to do business as a foreign
corporation where it would not be otherwise required to
qualify or submit to liability for state or local taxes
where it is not liable for such taxes or provide any
undertaking or make any change in its Certificate of
Incorporation; and
(e) at any time when a prospectus covered by such
Registration Statement is required to be delivered under
the Securities Act within the appropriate period
mentioned in Section 2.2(b) or Section 2.3(b) hereof, as
the case may be, notify each Selling Stockholder of the
happening of any event as a result of which the
prospectus included in such Registration Statement, as
then in effect, includes an untrue statement of a
material fact or omits to state a material fact required
to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances
then existing and, at the request of such seller,
prepare, file and furnish to such seller a reasonable
number of copies of a supplement to or an amendment of
such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such shares,
such prospectus shall not include an untrue statement of
a material fact or omit to state a material fact
required to be stated therein or necessary to make the
statement therein not misleading in the light of the
circumstances then existing. The Company may delay
amending or supplementing the prospectus for a period of
up to 90 days if the Company is then engaged in
negotiations regarding a material transaction that has
not been publicly disclosed, and the Selling
Stockholders shall suspend their sale of Shares until an
appropriate supplement or prospectus has been forwarded
to them or the proposed transaction is abandoned.
Notwithstanding the foregoing, with respect to the proposed Registration
of Registrable Securities pursuant to Section 2.3 hereof, the Company
may withdraw or cease proceeding with any proposed Registration of
Registrable Securities if it has withdrawn or ceased proceeding with the
proposed Registration of Common Stock of the Company with which the
Registration of such Registrable Securities was to be included.
2.5 Expenses. The Company shall pay all Registration Expenses
incurred by the Company in complying with this Section 2.
2.6 Information Furnished by Purchaser. It shall be a condition
precedent to the Company's obligations under this Agreement as
to any Selling Stockholder that each Selling Stockholder furnish
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to the Company in writing such information regarding such
Selling Stockholder and the distribution proposed by such
Selling Stockholder as the Company may reasonably request.
2.7 Indemnification.
2.7.1 Company's Indemnification of Purchasers. The Company
shall indemnify each Selling Stockholder, each of its
officers, directors and constituent partners, and each
person controlling (within the meaning of the Securities
Act) such Selling Stockholder, against all claims,
losses, damages or liabilities (or actions in respect
thereof) suffered or incurred by any of them, to the
extent such claims, losses, damages or liabilities arise
out of or are based upon any untrue statement (or
alleged untrue statement) of a material fact contained
in any prospectus or any related Registration Statement
incident to any such Registration, or any omission (or
alleged omission) to state therein a material fact
required to be stated therein or necessary to make the
statements therein not misleading, or any violation by
the Company of any rule or regulation promulgated under
the Securities Act applicable to the Company and
relating to actions or inaction required of the Company
in connection with any such Registration; and the
Company will reimburse each such Selling Stockholder,
each of its officers, directors and constituent partners
and each person who controls any such Selling
Stockholder, for any reasonable, documented legal and
other expenses incurred in connection with investigating
or defending any such claim, loss, damage, liability or
action; provided, however, that the indemnity contained
in this Section 2.7.1 shall not apply to amounts paid in
settlement of any such claim, loss, damage, liability or
action if settlement is effected without the consent of
the Company (which consent shall not unreasonably be
withheld); and provided, further, that the Company will
not be liable in any such case to the extent that any
such claim, loss, damage, liability or expense arises
out of or is based upon any untrue (or alleged untrue)
statement or omission based upon written information
furnished to the Company by such Selling Stockholder,
underwriter, controlling person or other indemnified
person and stated to be for use in connection with the
offering of securities of the Company.
2.7.2 Selling Stockholder's Indemnification of Company. Each
Selling Stockholder shall indemnify the Company, each of
its directors and officers, each underwriter, if any, of
the Company's securities covered by a Registration
Statement, each person who controls the Company or such
underwriter within the meaning of the Securities Act,
and each other Selling Stockholder, each of its
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officers, directors and constituent partners and each
person controlling such other Selling Stockholder,
against all claims, losses, damages and liabilities (or
actions in respect thereof) suffered or incurred by any
of them and arising out of or based upon any untrue
statement (or alleged untrue statement) of a material
fact contained in such Registration Statement or related
prospectus, or any omission (or alleged omission) to
state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading, or any violation by such Selling Stockholder
of any rule or regulation promulgated under the
Securities Act applicable to such Selling Stockholder
and relating to actions or inaction required of such
Selling Stockholder in connection with the Registration
of the Registrable Securities pursuant to such
Registration Statement; and will reimburse the Company,
such other Selling Stockholders, such directors,
officers, partners, persons, underwriters and
controlling persons for any reasonable, documented legal
and other expenses incurred in connection with
investigating or defending any such claim, loss, damage,
liability or action; provided, however, that such
indemnification and reimbursement shall be to the
extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or
alleged omission) is made in such Registration Statement
or prospectus in reliance upon and in conformity with
written information furnished to the Company by such
Selling Stockholder and stated to be for use in
connection with the offering of Registrable Securities.
2.7.3 Indemnification Procedure. Promptly after receipt by an
indemnified party under this Section 2.7 of notice of
the commencement of any action which may give rise to a
claim for indemnification hereunder, such indemnified
party will, if a claim in respect thereof is to be made
against an indemnifying party under this Section 2.7,
notify the indemnifying party in writing of the
commencement thereof and generally summarize such
action. The indemnifying party shall have the right to
participate in and to assume the defense of such claim,
and shall be entitled to select counsel for the defense
of such claim with the approval of any parties entitled
to indemnification, which approval shall not be
unreasonably withheld. Notwithstanding the foregoing,
the parties entitled to indemnification shall have the
right to employ separate counsel (reasonably
satisfactory to the indemnifying party) to participate
in the defense thereof, but the fees and expenses of
such separate counsel shall be at the expense of such
indemnified parties unless the named parties to such
action or proceedings include both the indemnifying
party and the indemnified parties and the indemnifying
party or such indemnified parties shall have been
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advised by counsel that there are one or more legal
defenses available to the indemnified parties which are
different from or additional to those available to the
indemnifying party (in which case, if the indemnified
parties notify the indemnifying party in writing that
they elect to employ separate counsel at the reasonable
expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of
such action or proceeding on behalf of the indemnified
parties, it being understood, however, that the
indemnifying party shall not, in connection with any
such action or proceeding or separate or substantially
similar or related action or proceeding in the same
jurisdiction arising out of the same general allegations
or circumstances, be liable for the reasonable,
documented fees and expenses of more than one separate
counsel at any time for all indemnified parties, which
counsel shall be designated in writing by the Purchasers
of a majority of the Registrable Securities).
2.7.4 Contribution. If the indemnification provided for in
this Section 2.7 from an indemnifying party is
unavailable to an indemnified party hereunder in respect
to any losses, claims, damages, liabilities or expenses
referred to herein, then the indemnifying party, in lieu
of indemnifying such indemnified party, shall contribute
to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities
or expenses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party and
indemnified party in connection with the statements or
omissions which result in such losses, claims, damages,
liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of such
indemnifying party and indemnified party shall be
determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a
material fact relates to information supplied by such
indemnifying party or indemnified party and the parties'
relative intent, knowledge, access to information
supplied by such indemnifying party or indemnified party
and opportunity to correct or prevent such statement or
omission. The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and
expenses referred to above shall be deemed to include
any documented legal or other fees or expenses
reasonably incurred by such party in connection with
investigating or defending any action, suit, proceeding
or claim, or in collecting such indemnity or
reimbursement from the indemnifying party.
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3. Covenants of the Company.
The Company agrees to:
(a) Notify the holders of Registrable Securities included in a
Registration Statement (i) of the issuance by the Commission of
any stop order suspending the effectiveness of such Registration
Statement and (ii) upon learning of the initiation of any
proceedings for the purpose of suspending such effectiveness,
the existence of such proceedings. The Company will make every
reasonable effort to prevent the issuance of any stop order and,
if any stop order is issued, to obtain the lifting thereof at
the earliest possible time.
(b) If the Common Stock is then listed on a national securities
exchange, use its best efforts to cause the Registrable
Securities to be listed on such exchange. If the Common Stock is
not then listed on a national securities exchange, use its best
efforts to facilitate the reporting of the Registrable
Securities on Nasdaq.
(c) Take all other reasonable actions necessary to expedite and
facilitate disposition of the Registrable Securities by the
holders thereof pursuant to the Registration Statement.
(d) With a view to making available to the holders of Registrable
Securities the benefits of Rule 144 promulgated under the
Securities Act and any other rule or regulation of the
Commission that may at any time permit the Purchasers to sell
securities of the Company to the public without registration,
the Company agrees to:
(i) make and keep adequate current public information with
respect to the Company available, as those terms are
understood and defined in Rule 144, at all times after
90 days after the effective date of the first
Registration Statement filed by the Company for the
offering of its securities to the general public;
(ii) file with the Commission in a timely manner all reports
and other documents required of the Company under the
Securities Act and the Securities Exchange Act of 1934
(the "1934 Act"); and
(iii) furnish to each holder of Shares, so long as such holder
of Shares owns any Shares, forthwith upon written
request (a) a written statement by the Company as to
whether it has complied with the reporting requirements
of Rule 144, the Securities Act and the 1934 Act, (b) a
copy of the most recent annual or quarterly report of
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the Company and such other reports and documents so
filed by the Company and (c) such other information as
may be reasonably requested and as is publicly available
in availing the holders of Shares of any rule or
regulation of the Commission which permits the selling
of any such securities without registration.
(e) Prior to the filing of a Registration Statement or any amendment
thereto (whether pre-effective or post-effective), and prior to
the filing of any prospectus or prospectus supplement related
thereto, the Company will provide each Selling Stockholder with
copies of all pages thereto, if any, which reference such
Selling Stockholder.
(f) If the Registration Statement relates to an underwritten
offering, enter into and perform its obligations under an
underwriting agreement, in usual and customary form, including,
without limitation, customary indemnification and contribution
obligations, with the underwriter's representative.
(g) Make generally available to its security holders as soon as
practicable, but not later than forty five (45) days after the
close of the period covered thereby, the Company's financial
statements as filed with the Commission.
(h) At the request of the Investors who hold a majority in interest
of the Registrable Securities being sold, furnish to the
underwriters, if any, on the date that Registrable Securities
are delivered to the underwriters for sale in connection with a
registration pursuant to this Agreement (i) an opinion, dated
such date, of the counsel representing the Company for the
purposes of such registration, in form and substance as is
customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, and (ii) a letter,
dated such date, from the independent certified public
accountants of the Company, in form and substance as is
customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to
the underwriters.
(i) Make available for inspection by any underwriters participating
in the offering and the counsel, accountants or other agents
retained by such underwriter, all pertinent financial and other
records, corporate documents and properties of the Company, and
cause the Company's officers, directors and employees to supply
all information reasonably requested by such underwriters in
connection with the Registration Statement.
(j) Provide a transfer agent and registrar, which may be a single
entity, for the Registrable Securities not later than the
effective date of the Registration Statement.
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(k) Take all actions reasonably necessary to facilitate the timely
preparation and delivery of certificates (not bearing any
restrictive legend) representing the Registrable Securities sold
pursuant to the Registration Statement and to enable such
certificates to be in such denominations and registered in such
names as the Purchasers or any underwriters may reasonably
request.
4. Miscellaneous.
(a) This Agreement shall be governed by and construed under the laws
of the State of New York.
(b) This Agreement may not be assigned by a Purchaser other than to
the purchaser or transferee of more than 5,000 of the
Purchaser's Shares, which purchaser or transferee shall be a
permitted assign hereunder and under the Purchase Agreement.
Except as otherwise expressly provided herein, the provisions
hereof shall inure to the benefit of, and be binding upon, the
successors, permitted assigns, heirs, executors and
administrators of the parties hereto.
(c) This Agreement and the other documents delivered pursuant hereto
constitute the full and entire understanding and agreement among
the parties with regard to the subjects hereof and no party
shall be liable or bound to any other party in any manner by any
representations, warranties, covenants or agreements except as
specifically set forth herein or therein. Nothing in this
Agreement, express or implied, is intended to confer upon any
party, other than the parties hereto and their respective
successors and permitted assigns, any rights, remedies,
obligations, or liabilities under or by reason of this
Agreement, except as expressly provided herein.
(d) In the event that any provision of this Agreement shall be
invalid, illegal or unenforceable, it shall, to the extent
practicable, be modified so as to make it valid, legal and
enforceable and to retain as nearly as practicable the intent of
the parties, and the validity legality, and enforceability of
the remaining provisions shall not in any way be affected or
impaired thereby. To the extent permitted by law, the parties
waive the benefit of any provision of law that renders any
provision of the Agreement invalid or unenforceable in any
respect.
(e) Except as otherwise provided herein, any term of this Agreement
may be amended, and the observance of any term of this Agreement
may be waived (either generally or in a particular instance,
either retroactively or prospectively, and either for a
specified period of time or indefinitely), with the written
consent of the Company and the Purchaser.
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(f) All notices and other communications required or permitted
hereunder shall be in writing and shall be deemed effectively
given upon personal delivery, on the first business day
following mailing by overnight courier, or on the fifth day
following mailing by registered or certified mail, return
receipt requested, postage prepaid, addressed to the Company at
its address as set forth in the Purchase Agreement and to the
Purchaser at its address as shown on the books of the Company.
(g) The titles of the paragraphs and subparagraphs of this Agreement
are for convenience of reference only and are not to be
considered in construing this Agreement.
(h) This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which
together shall constitute one instrument.
(i) No waiver by any party to this Agreement of any one or more
defaults by any other party or parties in the performance of any
of the provisions hereof shall operate or be construed as a
waiver of any future default or defaults, whether of a like or
different nature. Except as expressly provided herein, no
failure or delay on the part of any party in exercising any
right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such
right, power or remedy preclude any other or further exercise
thereof or the exercise of any other right, power or remedy.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have executed this Registration
Rights Agreement as of the day and year first written above.
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Signature of Subscriber(s)
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Name of Subscriber(s)
[please print]
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Address of Subscriber(s)
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Social Security or Taxpayer
Identification Number of Subscriber(s)
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Number of Shares Subscribed for
---------------------------
Number of Warrants Subscribed for
Date: December 31, 1998
PALATIN TECHNOLOGIES, INC.
By:________________________
Xxxxxx X. Xxxxxx
Chairman of the Board and
Chief Executive Officer
Date: December 31, 1998
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