UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2001
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file Number 000-17288
TIDEL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2193593
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5847 San Felipe, Suite 900
Houston, Texas 77057
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 783-8200
----------------------
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirement for the past 90 days. YES [ ] NO [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the 16,687,305 shares of Common Stock held by
non-affiliates of the Registrant based on the closing sale price on September
17, 2002 of $.36 was $6,007,430. The number of shares of Common Stock
outstanding as of the close of business on September 17, 2002 was 17,426,210.
DOCUMENTS INCORPORATED BY REFERENCE:
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Set forth below are the names and ages of the directors and executive
officers of the Company and their principal occupations at present and
for the past five years. There are, to the knowledge of the Company, no
agreements or understandings by which these individuals were so
selected. No family relationships exist between any directors or
executive officers (as such term is defined in Item 401 of Regulation
S-K).
Director
Name Age All Offices with the Company Since
---- --- ---------------------------- -----
James T. Rash 62 Chairman of the Board of the Company and 1987
the Company's operating subsidiaries,
President, Chief Executive and Financial
Officer, and Director
Mark K. Levenick 42 Chief Operating Officer of the Company, 1995
President and Chief Executive Officer of
the Company's operating subsidiaries, and
Director
Michael F. Hudson 50 Executive Vice President of the Company, Chief 2001
Operating Officer of the Company's operating
subsidiaries, and Director
Jerrell G. Clay 61 Director 1990
Raymond P. Landry 63 Director 2001
Stephen P. Griggs 44 Director 2002
BUSINESS BACKGROUND
The following is a summary of the business background and experience of
each of the persons named above:
JAMES T. RASH joined the Company in July 1987 and has served as Chief
Financial Officer and as a Director since that time. Since February
1989, he has also served continuously as Chairman of the Board of
Directors and Chief Executive Officer, with the exception of the
medical leave of absence by Mr. Rash from February 2002 to August 2002.
Mr. Rash was a previously practicing certified public accountant with
the firm of Arthur Andersen & Co. for approximately 10 years, and holds
a Bachelor of Business Administration degree from the University of
Texas. Mr. Rash also currently serves as a director of 3 Mark
Financial, Inc. and CCC GlobalCom, Inc. In August 2002, Mr. Rash
resumed his duties as Chief Executive and Financial Officer.
2
MARK K. LEVENICK is Chief Operating Officer of the Company and has
served as Chief Executive Officer of the Company's operating
subsidiaries for in excess of five years. Mr. Levenick has been a
Director of the Company since May 1995. He holds a Bachelor of Science
degree from the University of Wisconsin at Whitewater. Mr. Levenick
acted as Interim Chief Executive Officer of the Company during the
medical leave of absence of James T. Rash.
MICHAEL F. HUDSON is Executive Vice President of the Company and Chief
Operating Officer of the Company's principal operating subsidiary. Mr.
Hudson has served as a Director of the Company since February 2000.
Prior to joining the Company in September 1993, he held various
positions with the Southland Corporation and its affiliates for more
than 18 years, concluding as President and Chief Executive Officer of
MoneyQuick, a large non-bank ATM network. Mr. Hudson is a recognized
authority in the ATM industry.
JERRELL G. CLAY has served a Director of the Company since December
1990 and is Chief Executive Officer of 3 Mark Financial, Inc., an
independent life insurance marketing organization, and has served as
President of one of its predecessors for in excess of five years. Mr.
Clay also serves as a member of the Management Advisory Committee of
Protective Life Insurance Company of Birmingham, Alabama.
RAYMOND P. LANDRY has served as a Director of the Company since
February 2001 and has been engaged in private business consulting to
various companies, including some entities in the ATM industry, for in
excess of five years. He has served as a senior executive or financial
officer with three publicly traded companies and several private
concerns over the last 29 years. Prior to that time, he was employed by
the consulting group of Arthur Andersen & Co. (now known as Accenture)
for 10 years. Mr. Landry holds a Bachelor of Science degree in Business
Administration from Louisiana State University.
STEPHEN P. GRIGGS has served as a Director of the Company since June
2002 and has been primarily engaged in managing his personal
investments since 2000. From 1988 to 2000, Mr. Griggs held various
positions, including President and Chief Operating Officer, with RoTech
Medical Corporation, a Nasdaq-traded company. He holds a Bachelor of
Science degree in Business Management from East Tennessee State
University and a Bachelor of Science degree in Accounting from the
University of Central Florida. Mr. Griggs was appointed to the Board of
Directors during 2002 to fill the vacancy created by the mid-term
resignation of James L. Britton, III.
In addition, although he is not an executive officer or director of the
Company, because of his significant contributions to the business of
the Company, M. FLYNT MORELAND is a significant employee that the
Company is including in this disclosure pursuant to Item 401( c) of
Regulation S-K. Mr. Moreland, who is 45 years old, has been the Senior
Vice President - Research and Development of the Company's principal
operating subsidiary, Tidel Engineering, L.P., since February 1990.
There are no other executive officers of Tidel Technologies, Inc.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and officers, and persons who own more than 10% of
a registered class of its equity securities, to file reports of
ownership and changes in ownership of such equity securities with the
Securities and
3
Exchange Commission ("SEC") and NASDAQ. Such entities are also required
by SEC regulations to furnish the Company with copies of all Section
16(a) forms filed.
Based solely on a review of the copies of Forms 3, 4 and 5 furnished to
the Company, and any amendments thereto, and any written
representations with respect to the foregoing, the Company believes
that its directors and officers, and greater than 10% beneficial
owners, have complied with all Section 16(a) filing requirements.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the amount of all cash and other
compensation paid by the Company for services rendered during the
fiscal years ended September 30, 2001, 2000 and 1999 to James T. Rash,
the Chairman of the Board and Chief Executive Officer, and the
Company's four most highly compensated Executive Officers (as such term
is defined in Item 402 of Regulation S-K) other than the CEO.
SUMMARY COMPENSATION TABLE
Long-term
Compensation
------------
Annual Compensation Awards
-------------------------------------------- ------------
Other Securities
Name and Principal Annual Underlying All Other
Position Year Salary($) Bonus($) Compensation($) Options Compensation($)(2)
---------------------- ---- --------- -------- --------------- ------------ ------------------
James T. Rash 2001 $225,000 $ -- * -- $ 8,880
Chief Executive and 2000 225,000(1) 225,000 * 75,000 8,475
Financial Officer 1999 175,000 90,000 * 100,000 7,750
Mark K. Levenick 2001 $262,500 $ -- * -- $ 4,480
Chief Operating Officer 2000 262,500 278,000 * 75,000 4,480
1999 250,000 85,500 * 100,000 4,480
Michael F. Hudson 2001 $204,750 $ -- * -- $ --
Executive Vice President 2000 204,750 219,000 * 50,000 --
1999 195,000 66,700 * 67,000 --
M. Flynt Moreland 2001 $150,000 $ -- * -- $ --
Senior Vice President - 2000 150,000 134,000 * 20,000 --
Research & Development 1999 129,000 29,000 * 21,600 --
Of Tidel Engineering, L.P.
Eugene W. Moore (3) 2001 $115,000 $ -- * -- $ --
Senior Vice President - 2000 115,000 90,000 * 17,500 --
Operations of Tidel 1999 110,000 25,000 * 21,600 --
Engineering, L.P.
------------------------
* - Certain of the officers of the Company routinely receive other benefits
from the Company, the amounts of which are customary in the industry. The
aggregate dollar value of such benefits paid to any named executive office
did not exceed the lesser of $50,000 or 10% of the total annual salary and
bonus during each of the fiscal years ended September 30, 2001, 2000 and
1999.
4
(1) - Includes $50,000 of salary earned in the year ended September 30, 2000,
which was deferred and paid in the year ended September 30, 2001.
(2) - The amounts relate to the dollar value of insurance premiums paid by
the Company during the covered fiscal year with respect to term life
insurance for the benefit of a named executive officer.
(3) - Mr. Moore died May 28, 2002.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The Company did not grant any stock options or stock appreciation
rights to any of the Company's executive officers during the fiscal
year ended September 30, 2001.
OPTION EXERCISES IN LAST FISCAL YEAR AND OPTION VALUES AT FISCAL YEAR END
The following table provides (i) information relating to the exercise
of stock options by Mr. Moore, (ii) the number of options exercisable
by the respective optionees and (iii) the respective valuations at
September 30, 2001.
Number of
Securities Underlying Value of Unexercised
Unexercised Options at in-the-Money Options at
Shares September 30, 2001 September 30, 2001
acquired Value (Shares) ($)(2)
on exercise realized ----------------------------- ---------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
--------------- -------- -------- ----------- ------------- ----------- -------------
James T. Rash -- -- 80,000 175,000 $ -- $ --
Mark K. Levenick -- -- 200,000 175,000 -- --
Michael F. Hudson -- -- 33,500 117,000 -- --
M. Flynt Moreland -- -- 10,800 41,600 -- --
Eugene W. Moore 50,000 $227,500(1) 21,600 39,100 -- --
---------------------
(1) On January 14, 2001, Mr. Moore exercised 50,000 options at an
exercise price of $1.513 per share. Based on the closing price of
the Company's Common Stock of $6.063 on the date of exercise, the
difference between the exercise cost and the market value of the
shares was $227,500. Mr. Moore died May 28, 2002. At such time, he
beneficially owned all 50,000 shares, which are pledged to secure
a loan from the Company.
(2) Based on the closing price of the Company's Common Stock of $0.70
per share on September 30, 2001.
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
The Company did not grant any awards to any of the Company's executive
officers under any long-term incentive plans during the fiscal year
ended September 30, 2001.
5
DIRECTOR COMPENSATION
During the year ended September 30, 2001, each Director of the Company
received warrants to purchase 50,000 shares of Common Stock at an
exercise price of $2.91 (such price being equal to the fair market
value of the Common Stock at the date of the grant) for directors'
remuneration. In addition, Directors receive $1,000 per meeting as
compensation for their services as members of the Board of Directors.
Directors who serve on board committees receive $500 per committee
meeting.
EMPLOYMENT AGREEMENTS
Messrs. Rash, Levenick, Hudson, and Moreland have employment agreements
with the Company, which provide for minimum annual salaries of
$225,000, $262,500, $204,750, and $150,000, respectively, over a
three-year term ending January 2005, with certain change of control
provisions. In the event of a change of control, the executive officers
are entitled to all compensation due through the balance of the term of
the agreements, and immediate vesting of all restricted stock,
performance units, stock options, stock appreciation rights, warrants
and employee benefit plans. Mr. Moore was a party to a similar
agreement, which provided for a minimum annual salary of $115,000, and
terminated upon his death, May 28, 2002.
COMPENSATION COMMITTEE INTERLOCKS
Jerrell G. Clay, Chairman of the Compensation Committee, has an
ownership interest that is greater than 10% in, and is an executive
officer of, a privately held corporation that was provided with certain
office space and administrative services by the Company from 1997 to
1999. This corporation was indebted to the Company in the aggregate
amount of $22,341 at September 30, 2001, which was the largest
aggregate amount of indebtedness outstanding at any time during the
fiscal year. This indebtedness has been paid in full subsequent to the
fiscal year ended September 30, 2001. James T. Rash, Chairman and Chief
Executive Officer, is a director of, and also has a greater than 10%
interest in, this privately held corporation.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth as of August 19, 2002, the number of
shares of Common Stock beneficially owned by (i) the only persons known
to the Company to be the beneficial owners of more than 5% of its
voting securities, (ii) each current director and executive officer, as
such terms are defined in Item 402 of Regulation S-K, of the Company
individually and (iii) by all current directors and the executive
officers of the Company as a group. Except as otherwise indicated, and
subject to applicable community property laws, each person has sole
investment and voting power with respect to the shares shown. Ownership
information is based upon information furnished by the respective
holders and contained in the Company's records.
6
Amount and Nature
Name and Address of Beneficial of Beneficial Percent of
Title of Class Owner Ownership Class (1)
-------------- ----- --------- ---------
Common Stock Alliance Developments 1,031,362 5.9%
One Yorkdale Rd., Suite 510
North York, Ontario
M6A 3A1
Common Stock Dimensional Fund Advisors Inc. 948,200 5.4%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Common Stock James T. Rash 377,500(2) 2.2%
5847 San Felipe, Suite 900
Houston, Texas 77057
Common Stock Mark K. Levenick 422,500(3) 2.4%
2310 McDaniel Dr.
Carrollton, Texas 75006
Common Stock Jerrell G. Clay 231,405(4) 1.3%
2900 Wilcrest, Suite 245
Houston, Texas 77042
Common Stock Michael F. Hudson 265,200(5) 1.5%
2310 McDaniel Dr.
Carrollton, Texas 75006
Common Stock M. Flynt Moreland 92,400(6) *
2310 McDaniel Dr.
Carrollton, Texas 75006
Common Stock Raymond P. Landry 78,500(7) *
908 Town & Country Blvd.
Ste. 120
Houston, Texas
Common Stock Stephen P. Griggs -- *
5847 San Felipe, Suite 900
Houston, Texas 77057
Common Stock Directors and Executive Officers 1,467,505(8) 8.1%
as a group (7 persons)
---------------------
* Less than one percent.
(1) Based upon 17,426,210 shares outstanding as of August 19, 2002.
(2) Includes 137,500 shares which could be acquired within 60 days upon
exercise of outstanding options and warrants at exercise prices of (i)
$1.25 per share as to 50,000 shares, (ii) $1.875 per share as to 37,500
shares and (iii) $2.91 per share as to 50,000 shares.
7
(3) Includes 307,500 shares which could be acquired within 60 days upon
exercise of outstanding warrants and options at exercise prices of (i)
$0.875 per share as to 25,000 shares, (ii) $1.25 per share as to 70,000
shares, (iii) $1.4375 per share as to 25,000 shares, (iv) $1.875 per share
as to 37,500 shares, (v) $2.50 per share as to 100,000 shares and (vi)
$2.91 per share as to 50,000 shares.
(4) Includes 50,000 shares which could be acquired within 60 days upon
exercise of outstanding warrants at an exercise price of $2.91 per share
as to 50,000 shares.
(5) Includes 152,000 shares which could be acquired within 60 days upon
exercise of outstanding options and warrants at exercise prices of (i)
$1.25 per share as to 33,500 shares, (ii) $1.875 per share as to 25,000
shares, (iii) $2.50 per share as to 33,500 shares, (iv) $2.91 per share as
to 50,000 shares and (v) $5.00 per share as to 10,000 shares. Included in
the total amount beneficially owned by Mr. Hudson are 83,500 shares which
are pledged to secure a loan from the Company.
(6) Includes 31,600 shares which could be acquired within 60 days upon
exercise of outstanding options at exercise prices of (i) $1.25 per share
as to 10,800 shares, (ii) $1.875 per share as to 10,000 shares and (iii)
$2.50 per share as to 10,800 shares.
(7) Includes 50,000 shares which could be acquired within 60 days upon
exercise of outstanding warrants at exercise prices of $2.91 per share.
(8) Includes the 137,500 shares referred to in Note (2) above, the 307,500
shares referred to in Note (3) above, the 50,000 shares referred to in
Note (4) above, the 152,000 shares referred to in Note (5) above, the
31,600 shares referred to in Note (6) above, and the 50,000 shares
referred to in Note (7) above, which could be acquired within 60 days upon
exercise of outstanding options and warrants.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In September 2000, the Company loaned $141,563 to Michael F. Hudson,
Executive Vice President of the Company and Chief Operating Officer of the
Company's principal operating subsidiary, in a promissory note maturing
October 1, 2002, and bearing interest at 10% per annum. During the year
ended September 30 2001, the Company loaned an additional $225,000 to Mr.
Hudson, and $75,625 to Eugene Moore, Senior Vice President of the Company,
in promissory notes maturing October 1, 2002, and bearing interest at 10%
per annum. The notes from Messrs. Hudson and Moore are secured by a pledge
of 83,500 shares and 50,000 shares, respectively, of the Company's Common
Stock. The note to Mr. Hudson in the amount of $141,563 and the note to
Mr. Moore in the amount of $75,625 relate to the exercise of certain stock
option agreements.
At September 30, 2001, James T. Rash, Chairman and CEO of the Company, had
outstanding advances due to the Company in the aggregate amount of
$843,554, which were converted to a promissory note dated September 30,
2001, bearing interest at 10% per annum, and maturing September 30, 2004.
Subsequent to September 30, 2001, Mr. Rash received additional advances
from the Company in the aggregate amount of $300,000, which were converted
to a promissory note dated January 14, 2002, bearing interest at 10% per
annum, and maturing January 14, 2005.
From 1994 to 1997, the Company had provided certain office space and
administrative services to two privately held entities with which Mr. Rash
previously had an affiliation. The entities are indebted to the Company in
the aggregate amount of $215,866, such amount being the largest aggregate
amount of indebtedness outstanding at any time during the fiscal year
ended September
8
30, 2001. The Company is uncertain about the collectibility of these
accounts, however, and established a reserve for losses from these
accounts in the amount of $200,000 during the fiscal year ended September
30, 2001.
From 1997 to 1999, the Company had provided certain office space and
administrative services to a privately held corporation in which Mr. Rash
and Jerrell G. Clay, Director of the Company, each have a greater than 10%
ownership interest and Mr. Clay is an executive officer. This corporation
was indebted to the Company in the aggregate amount of $22,341 at
September 30, 2001, such amount being the largest aggregate amount of
indebtedness outstanding at any time during the fiscal year. This amount
was paid in full subsequent to the fiscal year ended September 30, 2001.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES AND REPORTS ON FORM 8-K
(a) DOCUMENTS FILED
EXHIBITS
99.1 Certification of Chief Executive Officer
99.2 Certification of Chief Financial Officer
9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
TIDEL TECHNOLOGIES, INC.
(Company)
September 25, 2002 /s/ JAMES T. RASH
------------------------------------------
James T. Rash
President and Principal Executive Officer
/s/ JAMES T. RASH
------------------------------------------
James T. Rash
Principal Financial and Accounting Officer
Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JAMES T. RASH Director September 25, 2002
--------------------------------
James T. Rash
* /s/ JERRELL G. CLAY Director September 25, 2002
--------------------------------
Jerrell G. Clay
* /s/ MARK K. LEVENICK Director September 25, 2002
--------------------------------
Mark K. Levenick
* /s/ MICHAEL F. HUDSON Director September 25, 2002
--------------------------------
Michael F. Hudson
* /s/ RAYMOND P. LANDRY Director September 25, 2002
--------------------------------
Raymond P. Landry
Director
--------------------------------
Stephen P. Griggs
* - Signed on behalf of the above referenced Directors by Power of Attorney:
/s/ JAMES T. RASH September 25, 2002
--------------------------------
Attorney-in-Fact
10
TIDEL TECHNOLOGIES, INC.
A DELAWARE CORPORATION
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
Section 302 Certification
I, James T. Rash, certify that:
(1) I have reviewed this annual report on Form 10-K of Tidel Technologies, Inc.,
a Delaware corporation (the "registrant");
(2) Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
(4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
(5) The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
11
(6) The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: September 25, 2002
By: /s/ JAMES T. RASH
----------------------------------
James T. Rash
Principal Executive Officer
12
TIDEL TECHNOLOGIES, INC.
A DELAWARE CORPORATION
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
Section 302 Certification
I, James T. Rash, certify that:
(1) I have reviewed this annual report on Form 10-K of Tidel Technologies, Inc.,
a Delaware corporation (the "registrant");
(2) Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
(4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
(5) The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
13
(6) The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: September 25, 2002
By: /s/ JAMES T. RASH
-------------------------------
James T. Rash
Principal Financial Officer
14
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
99.1 Certification of Chief Executive Officer
99.2 Certification of Chief Financial Officer