U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the period ended June 30, 2001
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________.
Commission File Number 000-25253
SUMMIT LIFE CORPORATION
-----------------------
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1448244
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
3021 Epperly Dr., P.O. Box 15808, Oklahoma City, Oklahoma 73155
---------------------------------------------------------------
(Address of principal executive offices)
(405) 677-0781
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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
--- ---
The number of shares outstanding of the Issuer's Common Stock, $.01 par value,
as of July 30, 2001 was 2,448,805.
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
FORM 10-QSB
TABLE OF CONTENTS
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - June 30, 2001 (unaudited)
and December 31, 2000......................................... 3
Consolidated Statements of Operation -
Three months and six months ended June 30, 2001 .............. 5
and 2000 (unaudited)
Consolidated Statement of Stockholders' Equity -
Six months ended June 30, 2001 (unaudited).................... 6
Condensed Consolidated Statement of Cash Flows -
Six months ended June 30, 2001 and 2000 (unaudited)........... 7
Notes to Consolidated Financial Statements..................... 8
Item 2. Management's Discussion and Analysis or Plan of Operation...... 9
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders............ 12
Item 6. Exhibits and Reports on Form 8-K............................... 12
Signatures............................................................. 14
2
Summit Life Corporation and Subsidiaries
Consolidated Balance Sheets
ASSETS
June 30, December 31,
2001 2000
------------ ------------
(Unaudited)
INVESTMENTS
Debt securities-held to maturity $ 328,075 $ 328,075
Debt securities-available for sale 2,482,137 2,426,607
Equity securities-trading 212,424 113,643
Equity securities-available for sale 12,500 8,915
Equity securities-other 66,788 63,663
Mortgages 716,175 734,220
Notes receivable 200,624 207,658
Short-term investments 0 0
Policy loans 32,823 33,382
Investment in limited partnerships 58,122 57,300
------------ ------------
4,109,668 3,973,463
CASH AND CASH EQUIVALENTS 1,535,080 1,436,338
RECEIVABLES
Accrued investment income 42,707 41,984
Advances to affiliates 10,300 9,928
------------ ------------
53,007 51,912
PROPERTY AND EQUIPMENT-AT COST
Building and improvements 129,419 129,419
Furniture and equipment 116,570 116,570
Automobiles 22,015 22,015
------------ ------------
268,004 268,004
Less accumulated depreciation (116,478) (102,638)
------------ ------------
151,526 165,366
Land 56,000 56,000
------------ ------------
207,526 221,366
OTHER ASSETS
Cost in excess of net assets of businesses
acquired, less accumulated amortization 37,500 40,000
Deferred policy acquisition costs 49,527 57,527
Value of purchased insurance business 286,851 321,851
Deferred income taxes 37,241 37,241
Other 32,659 22,984
------------ ------------
443,778 479,603
------------ ------------
$ 6,349,059 $ 6,162,682
============ ============
The accompanying notes are an integral part of these interim financial
statements
3
Summit Life Corporation and Subsidiaries
Consolidated Balance Sheets
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, December 31,
2001 2000
------------ ------------
(Unaudited)
LIABILITIES
Policy reserves and policyholder funds $ 4,829,773 $ 4,708,295
Unpaid claims 18,779 175,951
Accounts payable 82,066 39,458
Accrued liabilities 13,549 15,424
Notes payable 313,065 248,254
Other liabilities 0 0
------------ ------------
5,257,232 5,187,382
STOCKHOLDERS' EQUITY
Common stock, $.01 par value 24,678 22,676
Preferred stock, series A, $.001 par value, stated at
liquidation value 500,000 500,000
Preferred stock, series B, $1.00 par value 350,000 350,000
Preferred stock, series B subscribed 650,000 650,000
Additional paid-in capital 3,121,794 2,923,596
Common stock of parent held by subsidiary (95,000) (95,000)
Accumulated other comprehensive income (loss)
Unrealized appreciation (depreciation) of available 12,820 (19,882)
for
sale securities
Accumulated deficit (2,822,465) (2,706,090)
Less preferred stock subscriptions receivable (650,000) (650,000)
------------ ------------
1,091,827 975,300
------------ ------------
$ 6,349,059 $ 6,162,682
============ ============
The accompanying notes are an integral part of these interim financial
statements
4
Summit Life Corporation and Subsidiaries
Consolidated Statements of Operation
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
---------------------------------------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
Revenues
Insurance premiums $ 177,170 $ 43,488 $ 220,985 $ 82,305
Reinsurance premium ceded (6,923) (10,881) (18,720) (20,427)
----------- ----------- ----------- -----------
Net premium income 170,247 32,607 202,265 61,878
Investment activity
Investment income 276,191 90,083 356,289 193,588
Net realized gains on sale of available for sale
securitie 517 4,808 (6,830) 29,531
Net losses on trading securities (17,431) -- (73,862) --
Other 9,522 91,750 18,506 97,055
----------- ----------- ----------- -----------
439,046 219,248 496,368 382,052
Benefits, losses and expenses
Policy benefits 22,211 26,883 57,900 60,550
Change in policy reserves 189,697 38,790 228,620 94,671
Interest expense 5,375 4,678 10,201 13,248
Taxes, licenses and fees 3,600 4,683 10,368 13,002
Depreciation and amortization 28,528 12,301 57,485 30,367
General, administrative and other operating expenses 130,069 120,539 223,169 257,165
----------- ----------- ----------- -----------
379,480 207,874 587,743 469,003
----------- ----------- ----------- -----------
Earnings (Loss)
before income taxes 59,566 11,374 (91,375) (86,951)
Income tax provision -- -- -- --
----------- ----------- ----------- -----------
NET EARNINGS (LOSS) $ 59,566 $ 11,374 $ (91,375) $ (86,951)
Preferred Stock Dividend Requirement 12,500 12,500 25,000 25,000
----------- ----------- ----------- -----------
NET EARNINGS (LOSS) APPLICABLE TO COMMON
SHARES $ 47,066 $ (1,126) $ (116,375) $ (111,951)
=========== =========== =========== ===========
Earnings (Loss) per common share -
Basic and diluted
$ 0.02 $ 0.00 $ (0.05) $ (0.05)
=========== =========== =========== ===========
Weighted average outstanding common shares,
basic and diluted 2,259,605 2,248,605 2,254,105 2,248,605
=========== =========== =========== ===========
The accompanying notes are an integral part of these interim financial
statements
5
Summit Life Corporation and Subsidiaries
Consolidated Statement of Stockholders' Equity
Six Months Ended June 30, 2001
(Unaudited)
Common Stock Preferred Stock "A" Preferred Stock "B"
------------ ------------------------ -------------------------
Shares Liquid- Shares Liquid-
Shares Par Out- ation Out- ation
Total Issued Value standing Value standing Value
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at January 1, 2001 $ 975,300 2,267,605 $ 22,676 5,000 $ 500,000 350,000 $ 350,000
Issuance of common stock 200,200 200,200 2,002 -- -- -- --
Dividends on preferred
stock (25,000) -- -- -- -- -- --
Issuance of Series B
preferred -- -- -- -- -- -- --
Comprehensive income
Net income (loss) (91,375) -- -- -- -- -- --
Other comprehensive inc
Unrealized gain on 32,702 -- -- -- -- -- --
investments
Comprehensive inc.(loss) (58,673)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at June 30, 2001 $ 1,091,827 2,467,805 $ 24,678 5,000 $ 500,000 350,000 $ 350,000
=========== =========== =========== =========== =========== =========== ===========
Common Accumulated
Stock of Other Preferred
Additional Parent Held Comprehensive Preferred stock
Paid-in by Income stock subcriptions Accumulated
Capital Subsidiary (Loss) subscribed receivable Deficit
----------- ----------- ----------- ----------- ----------- -----------
Balance at January 1, 2001 $ 2,923,596 $ (95,000) $ (19,882) $ 650,000 $ (650,000) $(2,706,090)
Issuance of common stock 198,198 -- -- -- -- --
Dividends on preferred
stock -- -- -- -- -- (25,000)
Issuance of Series B
preferred -- -- -- -- -- --
Comprehensive income
Net income (loss) -- -- -- -- -- (91,375)
Other comprehensive inc
Unrealized gain on -- -- 32,702 -- -- --
investments
Comprehensive inc.(loss)
----------- ----------- ----------- ----------- ----------- -----------
Balance at June 30, 2001 $ 3,121,794 $ (95,000) $ 12,820 $ 650,000 $ (650,000) $(2,822,465)
=========== =========== =========== =========== =========== ===========
The accompanying notes are an integral part of these interim financial
statements
6
Summit Life Corporation and Subsidiaries
Condensed Consolidated Statement of Cash Flows
(Unaudited)
Six Months Ended
June 30,
--------------------------
2001 2000
----------- -----------
Increase (Decrease) in Cash and Cash Equivalents
Net cash provided by (used in) operating activities $ (70,722) $ (167,400)
Net cash provided by (used in) investing activities (5,359) 1,803,225
Net cash provided by (used in) financing activities 174,823 (316,617)
----------- -----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 98,742 1,319,208
Cash and cash equivalents at the beginning of the period 1,436,338 935,746
----------- -----------
Cash and cash equivalents at the end of the period $ 1,535,080 $ 2,254,954
=========== ===========
The accompanying notes are an integral part of these interim financial
statements
7
Summit Life Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month and six month periods ended
June 30, 2001 are not necessarily indicative of the results that may be expected
for the year ended December 31, 2001. For further information, refer to the
consolidated annual financial statements and footnotes thereto for the year
ended December 31, 2000.
8
Item 2. Management's Discussion and Analysis or Plan of Operation.
This Report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended. All
statements other than statements of historical facts included in this Report,
including, without limitation, statements regarding the Company's future
financial position, business strategy, budgets, projected costs and plans and
objectives of Management for future operations, are forward-looking statements.
In addition, forward-looking statements generally can be identified by the use
of forward-looking terminology such as "may," "will," "expect," "intend,"
"estimate," "anticipate" or "believe" or the negative thereof or variations
thereon or similar terminology. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it can
give no assurance that such expectations will prove to have been correct. Such
statements are based upon numerous assumptions about future conditions which may
ultimately prove to be inaccurate and actual events and results may materially
differ from anticipated results described in such statements. Important factors
that could cause actual results to differ materially from the Company's
expectations ("cautionary statements") include the risks inherent generally in
the insurance and financial services industries, the impact of competition and
product pricing, changing market conditions, the risks disclosed in the
Company's Annual Report on Form 10-KSB for the Year Ended December 31, 2000
under "ITEM 6--Management's Discussion and Analysis or Plan of Operation," as
well as the risks disclosed in this Report. All subsequent written and oral
forward-looking statements attributable to the Company, or persons acting on its
behalf, are expressly qualified in their entirety by these cautionary
statements. The Company assumes no duty to update or revise its forward-looking
statements based on changes in internal estimates or expectations or otherwise.
As a result, the reader is cautioned not to place reliance on these
forward-looking statements.
General
The Company's primary focus is its life insurance operations.
Recent Events
On August 1, 2001, the Company's wholly owned subsidiary, Great Midwest
Life Insurance Company ("Great Midwest"), acquired through an assumption
reinsurance agreement 100% of the inforce life insurance business of
Presidential Life Insurance Company of Dallas, Texas, for a net cash purchase
price of approximately $165,000. The acquired business consists primarily of
individual life insurance business with policy reserves and annual premium of
approximately $780,000 and $120,000, respectively.
Results of Operations
Three Months Ended June 30, 2001 Compared to Three Months ended June
30, 2000
Revenue. Total revenues increased 100% from $219,248 to $439,046 for
the three months ended June 30, 2000 and June 30, 2001, respectively. Revenues
attributable to life insurance increased 422% from $32,607 to $170,247 for the
three months ended June 30, 2001, compared to the same period ended June 30,
2000. The increase was due primarily to the continued sale of insurance
contracts.
Investment income increased 206% from $90,083 for the three months
ended June 30, 2000 to $276,191 for the three months ended June 30, 2001,
primarily as a result of the sale of a communications tower lease for $186,000.
Net losses on trading securities of $17,431 were reported for June 30,
2001. The Company began trading securities in the fourth quarter of 2000 and is
required to report unrealized gains and losses in operations. The realized gain
or loss for each trading security may differ materially depending on the date of
sale, the underlying performance of the represented company and other market
conditions.
Other income decreased from $91,750 for the three months ended June 30,
2000 to $9,522 for the three months ended June 30, 2001. A one time gain of
$67,592 from the sale of real estate was recognized in the second quarter of
2000.
9
Costs and Expenses. Total expenses increased 82% from $207,874 to
$379,480 for the three months ended June 30, 2000 and 2001, respectively. Such
increase was primarily attributable to reserve increases associated with the new
business written by the Company.
Policy benefits decreased slightly from $26,883 to $22,211 for the
comparable periods. Policy reserves increased $150,907 for the comparable
periods. Depreciation and amortization increased from $12,301 to $28,528 for the
three months ended March 31, 2000 and 2001, respectively, as the Company
continued to amortize the block of business acquired with Great Midwest Life
Insurance Company. General expenses increased 8% from $120,539 to $130,069 for
the comparable periods.
Income/Loss. The Company reported net income for the three months ended
June 30, 2001 of $47,066, compared to a net loss for the three months ended June
30, 2000 of $1,126. The Company continued to increase revenues from life
insurance and held operating costs steady during the quarter.
The Company reported net income per share of $0.02 per share for the
three months ended June 31, 2001, compared to a net loss of $0.00 per share for
the three months ended June 30, 2000.
Six Months Ended June 30, 2001 Compared to Six Months ended June 30, 2000
Revenue. Total revenues increased 30% from $382,052 to $496,368 for the
six months ended June 30, 2000 and June 30, 2001, respectively. Revenues
attributable to life insurance increased 227% from $61,878 to $202,265 for the
six months ended June 30, 2001, compared to the same period ended June 30, 2000.
The increase was due primarily to the continued sale of insurance products.
Investment income increased 84% from $193,588 for the six months ended
June 30, 2000 to $356,289 for the three months ended June 30, 2001, primarily as
a result of the sale of a communications tower lease for $186,000.
Net losses on trading securities of $73,862 were reported for the
period ended June 30, 2001. The Company began trading securities in the fourth
quarter of 2000 and is required to report unrealized gains and losses in
operations. The realized gain or loss for each trading security may differ
materially depending on the date of sale, the underlying performance of the
represented company and other market conditions.
Other income decreased from $97,055 for the six months ended June 30,
2000 to $18,506 for the six months ended June 30, 2001. A one time gain of
$67,592 from the sale of real estate was recognized in the second quarter of
2000.
Costs and Expenses. Total expenses increased 25% from $469,003 to
$587,743 for the six months ended June 30, 2000 and 2001, respectively. Such
increase was primarily attributable to reserve increases associated with the new
business written by the Company.
Policy benefits decreased from $60,550 to $57,900 for the comparable
periods. Policy reserves increased $133,949 for the comparable periods.
Depreciation and amortization increased from $30,367 to $57,485 for the six
months ended June 30, 2000 and 2001, respectively, as the Company continued to
amortize the block of business acquired with Great Midwest Life Insurance
Company. General expenses decreased 13% from $257,165 to $223,169 for the
comparable periods as a result of management cost containment programs.
Loss. The Company reported a net loss for the six months ended June 30,
2001 of $91,375, compared to a net loss for the six months ended June 30, 2000
of $86,951. The Company continued to increase revenues from life insurance and
held operating costs steady during the quarter.
The Company reported a net loss per share of $0.05 per share for the
six months ended June 31, 2001, compared to a net loss of $0.05 per share for
the three months ended June 30, 2000.
10
Liquidity and Capital Resources
Total assets were $6,349,059 at June 30, 2001, compared to $6,162,682
at December 31, 2000, an increase of 3.0%. The increase was due to the receipt
of new annuity deposits.
Total liabilities (primarily insurance reserves for future policyholder
benefits) were $5,257,232 at June 30, 2001, compared to $5,187,382 at December
31, 2000, an increase of 1%. The increase was due primarily to new annuity
deposits.
Total stockholders' equity was $1,091,827 at June 30, 2001, compared to
$975,300 at December 31, 2001, an increase of 12%. The increase was attributable
to the sale of 200,200 shares of the Company's common stock, sold pursuant to a
public offering of the Company's stock.
The principal requirements for liquidity in connection with the
Company's operations are its contractual obligations to policyholders and
annuitants. The Company's contractual obligations include payments of surrender
benefits, contract withdrawals, policy loans and claims under outstanding
insurance policies and annuities. Payment of surrender benefits is a function of
"persistency," which is the extent to which insurance policies are maintained by
the policyholder. Policyholders sometimes do not pay premiums, thus causing
their policies to lapse, or policyholders may choose to surrender their policies
for their cash surrender value. If actual experience of a policy or block of
policies is different from the initial or acquisition date assumptions, a gain
or loss could result. Depending on the nature of the underlying policy, a lapse
or surrender may result in surrender charge revenue or surrender benefit
expense. Such amounts may be less than, or greater than, unamortized acquisition
expenses and/or the related policy reserves; accordingly, current period
earnings may either increase or decrease. Additionally, policy lapses and
surrenders may result in lost future revenues and profits associated with those
policies that are lapsed or surrendered.
Although the Company currently has a $200,000 bank line of credit, it
funds most of its activity directly from cash flow from operations and cash flow
from financing activities, which includes deposits to policyholders' account
balances. The line of credit extends to July 2002, with amounts borrowed
thereunder bearing interest at prime plus .5%. At June 30, 2001 and as of the
date of this Report, $200,000 was outstanding under the line of credit.
On January 13, 1999, the Company acquired 100% of the outstanding
common stock of Great Midwest Life Insurance Company, a Texas-chartered life
insurance company. The total cost of the acquisition was approximately $939,000.
Of the purchase price, cash of $607,000 was paid to seven of eight stockholders
with the eighth stockholder receiving a promissory note for a principal amount
of $332,000, payable in three equal annual installments at an annual interest
rate of 6% on the unpaid principal balance. The Company partially funded the
cash portion of the purchase price with a $350,000 loan from a bank. The loan
accrued interest at an index rate plus .5%, payable monthly, and originally
matured on July 9, 1999, at which time the Company paid $100,000 of the
principal amount owed and renewed the balance for a six-month term maturing
January 9, 2000. The balance of the loan was paid December 31, 1999 using
operating cash flow and the proceeds from the sale of Benefit Capital Life
Insurance Company, a wholly owned subsidiary of the Company. In addition, during
the three months ended June 30, 2001, the Company paid the last of the three
installments on the promissory note held by a former stockholder of Great
Midwest.
The Company has made and intends to make substantial expenditures in
connection with its subsidiary's acquisition and marketing programs.
Historically, the Company has funded these expenditures from cash flow from
operations.
11
The Company believes that the liquidity resulting from the sale of its
common stock, together with anticipated cash from continuing operations, should
be sufficient to fund its operations and to make required payments under its
credit facility and the annual 10% dividend on the Series A Preferred Stock, for
at least the next 12 months. The Company may not, however, generate sufficient
cash flow for these purposes or to repay the note at maturity. The Company's
ability to fund its operations and to make scheduled principal and interest
payments will depend on its future performance, which, to a certain extent, is
subject to general economic, financial, competitive, legislative, regulatory and
other factors that are beyond its control.
Item 4. Submission of Matters to Vote of Security Holders
The Company held its annual stockholders' meeting on May 10, 2001. Two
proposals were voted on by the Company's stockholders: 1) election of directors,
and 2) ratification of the appointment of Grant Thornton LLP as independent
auditors. All proposals were approved by a majority of the votes cast at the
meeting as follows:
(a) Two directors were elected to serve a three-year term.
James L. Smith and M. Dean Brown were each elected as a Class
2 director for a term expiring at the 2004 annual meeting:
James L. Brown: M. Dean Brown:
1,812,377 shares voted in favor 1,812,377 shares voted in
favor
857 shares withheld 857 shares withheld
Charles L. Smith and Thomas D. Sanders, who are Class 1
directors with terms expiring at the 2002 annual meeting, and
Gary L. Ellis, a Class 3 director whose term expires at the
2003 annual meeting, were not up for reelection and continued
on as directors.
(b) Ratification of the appointment of Grant Thornton LLP as
independent auditors:
In favor: 1,053,911
Against: 753,117
Abstain: 6,206
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
Number Name of Exhibit
------- ---------------
3.1 First Amended and Restated Certificate of Incorporation (filed as
Exhibit 3.1 to the Company's Registration Statement on Form SB-2,
file number 333-65097 and incorporated herein by reference)
3.2 First Amended and Restated Bylaws (filed as Exhibit 3.2 to the
Company's Registration Statement on Form SB-2, file number
333-65097 and incorporated herein by reference)
4.1 Specimen Certificate of the common stock (filed as Exhibit 4.1 to
the Company's Registration Statement on Form SB-2, file number
333-65097 and incorporated herein by reference)
4.2 See Articles V and X of the Company's Certificate of
Incorporation and Article VI of the Company's Bylaws (filed as
Exhibit 4.2 to the Company's Registration Statement on Form SB-2,
file number 333-65097 and incorporated herein by reference)
12
Exhibit
Number Name of Exhibit
------- ---------------
4.3 Form of Promotional Shares Lock-In Agreement (filed as Exhibit
4.3 to the Company's Registration Statement on Form SB-2, file
number 333-65097 and incorporated herein by reference)
4.4 Specimen Certificate of the Series A Preferred Stock (filed as
Exhibit 4.1 to the Company's Quarterly Report on Form 10-QSB for
the Quarter ended June 30, 1999 and incorporated herein by
reference)
4.5 Certificate of Designation of Series A Preferred Stock (filed as
Exhibit 4.2 to the Company's Quarterly Report on Form 10-QSB for
the Quarter ended June 30, 1999 and incorporated herein by
reference)
4.6 Certificate of Designation of Series B Convertible Preferred
Stock (filed as Exhibit 4.1 to the Company's Quarterly Report on
Form 10-QSB for the Quarter ended September 30, 2000 and
incorporated herein by reference)
(b) Reports on Form 8-K: none.
13
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
SUMMIT LIFE CORPORATION
an Oklahoma corporation
Date: July 30, 2001 /s/Charles L. Smith
---------------------
Charles L. Smith
President and Chief Operating Officer
Date: July 30, 2001 /s/Quinton L. Hiebert
-----------------------
Quinton L. Hiebert
Vice-President and Chief Financial Officer
14
INDEX TO EXHIBITS
Exhibit
Number Name of Exhibit
------- ---------------
3.1 First Amended and Restated Certificate of Incorporation (filed as
Exhibit 3.1 to the Company's Registration Statement on Form SB-2,
file number 333-65097 and incorporated herein by reference)
3.2 First Amended and Restated Bylaws (filed as Exhibit 3.2 to the
Company's Registration Statement on Form SB-2, file number
333-65097 and incorporated herein by reference)
4.1 Specimen Certificate of the common stock (filed as Exhibit 4.1 to
the Company's Registration Statement on Form SB-2, file number
333-65097 and incorporated herein by reference)
4.2 See Articles V and X of the Company's Certificate of
Incorporation and Article VI of the Company's Bylaws (filed as
Exhibit 4.2 to the Company's Registration Statement on Form SB-2,
file number 333-65097 and incorporated herein by reference)
4.3 Form of Promotional Shares Lock-In Agreement (filed as Exhibit
4.3 to the Company's Registration Statement on Form SB-2, file
number 333-65097 and incorporated herein by reference)
4.4 Specimen Certificate of the Series A Preferred Stock (filed as
Exhibit 4.1 to the Company's Quarterly Report on Form 10-QSB for
the Quarter ended June 30, 1999 and incorporated herein by
reference)
4.5 Certificate of Designation of Series A Preferred Stock (filed as
Exhibit 4.2 to the Company's Quarterly Report on Form 10-QSB for
the Quarter ended June 30, 1999 and incorporated herein by
reference)
4.6 Certificate of Designation of Series B Convertible Preferred
Stock (filed as Exhibit 4.1 to the Company's Quarterly Report on
Form 10-QSB for the Quarter ended September 30, 2000 and
incorporated herein by reference)
15