UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[x] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended March 31, 2006
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from ____________ to ____________
Commission file number: 001-16133
DELCATH SYSTEMS, INC.
-----------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 06-1245881
----------------------------------- ---------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1100 Summer Street, 3rd Floor, Stamford, CT 06905
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(Address of Principal Executive Offices)
(203) 323-8668
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(Issuer's Telephone Number)
N/A
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(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act. Yes [ ] No [X]
As of April 17, 2006, 19,541,674 shares of the Issuer's common stock, $0.01 par
value, were issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
DELCATH SYSTEMS, INC.
Index
Page No.
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Part I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements (Unaudited)
Condensed Balance Sheet - March 31, 2006 3
Condensed Statements of Operations for the Three Months Ended 4
March 31, 2006 and 2005 and Cumulative from Inception
(August 5, 1988) to March 31, 2006
Condensed Statements of Cash Flows for the Three Months Ended 5
March 31, 2006 and 2005 and Cumulative from Inception
(August 5, 1988) to March 31, 2006
Notes to Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis or
Plan of Operation 9
Item 3. Controls and Procedures 11
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 11
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits 12
Signatures 13
Delcath Systems, Inc.
(A Development Stage Company)
Balance Sheet
(Unaudited) March 31, 2006
March 31,
Assets 2006
--------------------
Current assets:
Cash and cash equivalents $ 1,282,234
Certificates of deposit 11,850,713
Interest receivable 182,388
Prepaid insurance 43,417
--------------------
Total current assets 13,358,752
Furniture and fixtures, net 6,428
--------------------
Total assets $ 13,365,180
====================
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued expenses $ 199,093
--------------------
Total current liabilities 199,093
--------------------
Stockholders' equity
Common stock, $.01 par value, 70,000,000
shares authorized 192,907
Additional paid-in capital 39,992,485
Deficit accumulated during development stage (27,019,305)
--------------------
Total stockholders' equity 13,166,087
====================
Total liabilities and stockholders'
equity $ 13,365,180
====================
See accompanying notes to condensed financial statements
3
Delcath Systems, Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)
Cumulative
From Inception
Three Months Ended (August 5, 1988)
March 31, to
2006 2005 March 31, 2006
--------------------------------- ---------------
Costs and expenses:
General and administrative expenses $ 561,550 $ 415,258 $ 9,000,755
Research and development costs 766,640 551,361 17,826,120
--------------------------------- ---------------
Total costs and expenses 1,328,190 966,619 26,826,875
--------------------------------- ---------------
Operating loss (1,328,190) (966,619) (26,826,875)
Interest income 144,052 51,292 1,477,648
Interest expense - - (171,473)
--------------------------------- ---------------
Net loss $ (1,184,138) $ (915,327) $ (25,520,700)
================ =============== ===============
Common share data:
Basic and diluted loss
per share $ (0.06) $ (0.06)
================ ===============
Weighted average number
of shares of common 19,205,957 15,358,028
stock outstanding ================ ===============
See accompanying notes to condensed financial statements
4
DELCATH SYSTEMS, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
Cumulative
Three Months Ended from inception
March 31, (August 5, 1988)
2006 2005 to March 31, 2006
----------------------------- ---------------------
Cash flows from operating activities:
Net loss $(1,184,138) $ (915,327) $ (25,520,700)
Adjustments to reconcile net
loss to net cash used in operating activities
Stock option compensation expense 505,282 - 3,038,944
Stock and warrant compensation expense
issued for consulting services - - 339,711
Depreciation expense 1,126 1,515 38,870
Amortization of organization costs - - 42,165
Changes in assets and liabilities:
Increase in prepaid expenses (16,500) (16,514) (43,417)
Increase in interest receivable (90,814) (9,202) (182,388)
(Decrease) increase in accounts
payable and accrued expenses (130,977) 57,602 199,093
----------------------------- ---------------------
Net cash used in operating activities (916,021) (881,927) (22,087,722)
----------------------------- ---------------------
Cash flows from investing activities:
Purchase of furniture and fixtures - - (45,298)
Purchase of short-term investments (1,800,000) (1,047,077) (23,867,494)
Proceeds from maturities of short-term
investments 1,047,077 3,055,129 12,016,781
Organization costs - - (42,165)
----------------------------- ---------------------
Net cash (used in) provided by
investing activities (752,923) 2,008,052 (11,938,176)
----------------------------- ---------------------
Cash flows from financing activities:
Net proceeds from sale of stock and
exercise of stock options and warrants 1,247,047 289,227 34,153,806
Repurchases of outstanding common stock - - (51,103)
Dividends paid - - (499,535)
Proceeds from short-term borrowings - - 1,704,964
----------------------------- ---------------------
Net cash provided by financing activities 1,247,047 289,227 35,308,132
----------------------------- ---------------------
(Decrease) increase in cash and cash
equivalents (421,897) 1,415,352 1,282,234
Cash and cash equivalents at beginning of period 1,704,131 202,335 -
----------------------------- ---------------------
Cash and cash equivalents at end of period $ 1,282,234 $ 1,617,687 $ 1,282,234
============================= =====================
Cash paid for interest $ - $ - $ 171,473
============================= =====================
Supplemental disclosure of non-cash
activities:
Conversion of debt to common stock $ - $ - $ 1,704,964
============================= =====================
Common stock issued for preferred stock
dividends $ - $ - $ 999,070
============================= =====================
Conversion of preferred stock to
common stock $ - $ - $ 24,167
============================= =====================
Common stock issued as compensation
for stock sale $ - $ - $ 510,000
============================= =====================
See accompanying notes to condensed financial statements
5
Delcath Systems, Inc.
(A Development Stage Company)
Notes to Condensed Financial Statements
Note 1: Description of Business
Delcath Systems, Inc. (the "Company") is a development stage company which was
founded in 1988 for the purpose of developing and marketing a proprietary drug
delivery system capable of introducing, and removing, high dose chemotherapy
agents to a diseased organ system while greatly inhibiting their entry into the
general circulation system. It is hoped that the procedure will result in a
meaningful treatment for cancer. In November 1989, the Company was granted an
IDE (Investigational Device Exemption) and an IND (Investigational New Drug) for
its product by the FDA (Food and Drug Administration). The Company is seeking to
complete clinical trials in order to obtain separate FDA pre-market approvals
for the use of its delivery system using doxorubicin and melphalan,
chemotherapeutic agents, to treat malignant melanoma that has spread to the
liver.
Note 2: Basis of Presentation
The accompanying condensed financial statements are unaudited and have been
prepared by the Company in accordance with accounting principles generally
accepted in the United States of America. Certain information and footnote
disclosures normally included in the Company's annual financial statements have
been condensed or omitted. The interim financial statements, in the opinion of
management, reflect all adjustments (consisting of normal recurring accruals)
necessary for a fair statement of the results for the interim periods ended
March 31, 2006 and 2005 and cumulative from inception (August 5, 1988) to March
31, 2006.
The results of operations for the interim periods are not necessarily indicative
of the results of operations to be expected for the fiscal year. These interim
financial statements should be read in conjunction with the audited financial
statements and notes thereto for the year ended December 31, 2005, which are
contained in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2005 as filed with the Securities and Exchange Commission.
Note 3: Research and Development Costs
Research and development costs include the costs of materials, personnel,
outside services and applicable indirect costs incurred in development of the
Company's proprietary drug delivery system. All such costs are charged to
expense when incurred.
Note 4: Stockholders' Equity
During the three months ended March 31, 2006, the Company received net proceeds
of $1,247,047 as 91,440 of the March 2004 Warrants were exercised and 349,573 of
the November 2004 Warrants were exercised for which it has issued shares of its
common stock.
6
The following table sets forth changes in stockholders' equity during the three
months ended March 31, 2006:
Common Stock, $0.01 Par Value Deficit Accumulated
Issued and Outstanding Additional During
----------------------
No. of shares Amount Paid in Capital Development Stage Total
------------ ------ --------------- ---------------- -----
Balance at December 31, 2005 18,849,653 $188,497 $38,244,566 $(25,835,167) $12,597,896
Issuance of common stock in
connection with the exercise
of 2004 Warrants 441,013 4,410 1,242,637 1,247,047
Vesting of stock options - - 505,282 - 505,282
Net loss for three months ended
March 31, 2006 (1,184,138) (1,184,138)
---------- -------- ----------- ------------ ------------
Balance at March 31, 2006 19,290,666 $192,907 $39,992,485 $(27,019,305) $13,166,087
========== ======== =========== ============= ============
Note 5: Stock Option Plan
In December 2004, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 123R, "Share-Based Payment"
(SFAS 123R). This Statement is a revision of SFAS No. 123, "Accounting for
Stock-Based Compensation" (SFAS 123), and supersedes Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25), and its
related implementation guidance. SFAS 123R establishes accounting for equity
instruments exchanged for employee services. Under the provisions of SFAS 123R,
share-based compensation is measured at the grant date, based upon the fair
value of the award, and is recognized as an expense over the employee's
requisite service period (generally the vesting period of the equity grant).
Prior to January 1, 2006, the Company accounted for share-based compensation to
employees in accordance with APB 25, as permitted by SFAS No. 123, and,
accordingly, did not recognize compensation expense for the issuance of options
with an exercise price equal to or greater than the market price at the date of
grant. The Company also followed the disclosure requirements of SFAS 123 as
amended by SFAS 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure". Effective January 1, 2006, the Company adopted the modified
prospective approach and accordingly, prior period amounts have not been
restated. Under this approach, the Company is required to record compensation
cost for all share-based payments granted after the date of adoption based on
the grant date fair value, estimated in accordance with the provisions of SFAS
123R, and for the unvested portion of all share-based payments previously
granted that remain outstanding based on the grant date fair value, estimated in
accordance with the original provisions of SFAS 123. The Company will expense
its share-based compensation for share based payments granted after January 1,
2006 under the ratable method, which treats each vesting tranche as if it were
an individual grant. Adoption of this standard had no significant impact on the
Company's financial condition or results of operations.
The Company periodically grants stock options for a fixed number of shares of
common stock to its employees, directors and non-employee contractors, with an
exercise price greater than or equal to the fair market value of our common
stock at the date of the grant. The Company estimates the fair value of stock
options using a Black-Scholes valuation model. Key inputs used to estimate the
fair value of stock options include the exercise price of the award, the
expected post-vesting option life, the expected volatility of our stock over the
option's expected term, the risk-free interest rate over the option's expected
term, and our expected annual dividend yield. Estimates of fair value are not
intended to predict actual future events or the value ultimately realized by
persons who receive equity awards. There have been no share-based payments
granted in 2006.
The required adoption of SFAS No. 123R as of January 1, 2006 is expected to
significantly increase compensation expense for future grants. The actual impact
on future years will be dependent on a number of
7.
factors, including our stock price and the level of future grants and awards. In
addition, costs related to accounting and valuation services of stock options
currently outstanding in accordance with SFAS No. 123R would have been cost
prohibitive to the Company if the Company had not adopted certain measures.
Based on these considerations and after discussion of applicable accounting
literature, the Compensation Committee of the Board of Directors approved
accelerating the vesting of all unvested stock options effective January 1,
2006. Unvested options having exercise prices of $2.78 and $3.59 per share,
representing the right to purchase a total of approximately 1 million shares,
became exercisable as a result of the vesting acceleration. All other terms and
conditions in the original grants remain unchanged. The acceleration of vesting
resulted in the recognition of non cash compensation expense of $505,282 on
January 1, 2006 which is included in general and administrative expenses and
research and development costs in the statements of operations.
Prior to January 1, 2006, the Company accounted for stock-based compensation
plans in accordance with the provisions of APB 25, as permitted by SFAS No. 123,
and, accordingly, did not recognize compensation expense for the issuance of
options with an exercise price equal to or greater than the market price at the
date of grant. There were no share-based grants during the three-month period
ended March 31, 2005. Following the methodology of SFAS No. 123 regarding
compensation costs based on the fair value for all employee stock option grants,
the net loss and net loss per share for the three months ended March 31, 2005
would have been increased to the pro forma amounts indicated as follows:
Net loss, as reported $ (915,327)
Stock-based employee
compensation expense included
in net loss, net of related
tax effects 0
Stock-based employee
compensation determined under
the fair value based method,
net of related tax effects
(17,618)
-------------
Pro forma net loss (932,945)
=============
Loss per share (basic and diluted):
As reported $ (0.06)
Pro forma (0.06)
The Company established an Incentive Stock Option Plan, a Non-Incentive Stock
Option Plan, the 2000 Stock Option Plan, the 2001 Stock Option Plan and the 2004
Stock Incentive Plan (collectively, the "Plans") under which stock options,
stock appreciation rights, restricted stock, and stock grants may be awarded. A
stock option grant allows the holder of the option to purchase a share of the
Company's Common Stock in the future at a stated price. The Plans are
administered by the Compensation Committee of the Board of Directors which
determines the individuals to whom the options shall be granted as well as the
terms and conditions of each option grant, the option price and the duration of
each option.
The Company's Incentive and Non-Incentive Stock Option Plans were approved and
became effective on November 1, 1992. During 2000, 2001 and 2004, respectively,
the 2000 and 2001 Stock Option Plans and the
8.
2004 Stock Incentive Plan, became effective. Options granted under the Plans
vest as determined by the Company and expire over varying terms, but not more
than five years from the date of grant. All outstanding options are fully
vested. Stock option activity for the three-month period ended March 31, 2006 is
as follows:
The Plans
--------------------------------------------------------------------
Exercise Weighted Weighted
Price Average Average
Stock Per Exercise Remaining Life
Options Share Price (Years)
----------- ------------- ------- --------------
Outstanding at December 31, 2005 1,385,800 $0.71 - $3.59 $2.51 4.17
Granted 0
Expired 0
Exercised 0
---------
Outstanding at March 31, 2006 1,385,800 $.71 - $3.59 $2.51 3.92
=========
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(a) Plan of Operation
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements which are subject to certain
risks and uncertainties that can cause actual results to differ materially from
those described. Factors that may cause such differences include, but are not
limited to, uncertainties relating to our ability to successfully complete Phase
III clinical trials and secure regulatory approval of our current or future
drug-delivery system and uncertainties regarding our ability to obtain financial
and other resources for any research, development and commercialization
activities. These factors, and others, are discussed from time to time in our
filings with the Securities and Exchange Commission. You should not place undue
reliance on these forward-looking statements, which speak only as of the date
they are made. We undertake no obligation to publicly update or revise these
forward-looking statements to reflect events or circumstances after the date
they are made.
OVERVIEW
Since our founding in 1988 by a team of physicians, we have been a development
stage company engaged primarily in developing and testing the Delcath system for
the treatment of liver cancer. A substantial portion of our historical expenses
have been for the development of our medical device and the clinical trials of
our product, and the pursuit of patents worldwide. We expect to continue to
incur significant losses from costs for product development, clinical studies,
securing patents, regulatory activities, manufacturing and establishment of a
sales and marketing organization without any significant revenues. A detailed
description of the cash used to fund historical operations is in the financial
statements and the notes thereto. Without an FDA-approved product and commercial
sales, we will continue to be dependent upon existing cash and the sale of
equity or debt to fund future activities. While the amount of future net losses
and time required to reach profitability are uncertain, our ability to generate
significant revenue and become profitable will depend on our success in
commercializing our device.
During 2001, Delcath initiated the clinical trial of the system for isolated
liver perfusion using the chemotherapeutic agent, melphalan. The Phase I trial
at the National Cancer Institute marked an expansion in the potential labeled
usage beyond doxorubicin, the chemotherapeutic agent used in our initial
clinical trials.
9.
Enrollment of new patients in the Phase I trial was completed in 2003 and
following the 2004 presentation and adoption of a Phase II clinical trial
protocol, patients are being enrolled and treated.
During 2004, we commenced a Phase III clinical trial study of the Delcath drug
delivery system for inoperable cancer in the liver using doxorubicin. We are
currently recruiting additional sites worldwide.
In 2005, we started enrolling and treating patients in a Phase III protocol for
the study of the Delcath drug delivery system for inoperable cancer in the liver
using melphalan.
Over the next 12 months, we expect to continue to incur substantial expenses
related to the research and development of our technology, including Phase III
clinical trials using melphalan and doxorubicin with the Delcath system and
Phase II clinical trials using melphalan with the Delcath system. Additional
funds, when available, will be committed to pre-clinical and clinical trials for
the use of other chemotherapy agents with the Delcath system for the treatment
of liver cancer, and the development of additional products and components. We
will also continue efforts to qualify additional sources of the key components
of our device, in an effort to further reduce manufacturing costs and minimize
dependency on a single source of supply.
Liquidity and Capital Resources
We expect our available funds to be sufficient for our anticipated needs for
working capital and capital expenditures through 2007 provided no studies using
new agents or treating new organs are initiated. The Company is not projecting
any capital expenditures that will significantly affect the Company's liquidity
during the next 12 months. The Company is projecting the hiring of one
additional employee.
Our future liquidity and capital requirements will depend on numerous factors,
including the progress of our research and product development programs,
including clinical studies; the timing and costs of making various United States
and foreign regulatory filings, obtaining approvals and complying with
regulations; the timing and effectiveness of product commercialization
activities, including marketing arrangements overseas; the timing and costs
involved in preparing, filing, prosecuting, defending and enforcing intellectual
property rights; and the effect of competing technological and market
developments.
The Company's future results are subject to substantial risks and uncertainties.
The Company has operated at a loss for its entire history and there can be no
assurance of its ever achieving consistent profitability. The Company believes
its capital resources are adequate to fund operations for at least the next
twelve months but anticipates that it will require additional working capital
after 2007 or earlier if new studies or trials are initiated. There can be no
assurance that such working capital will be available on acceptable terms, if at
all.
During the three months ended March 31, 2006, the Company had exercises of
previously issued warrants. Please see Note 4 to the March 31, 2006 Condensed
Financial Statements included in Part I of this filing and incorporated herein
by reference for a complete description of share issuances together with receipt
of proceeds. We plan to use the net proceeds to fund, in part, the Phase III
clinical trial using doxorubicin and the Phase III clinical trial at National
Cancer Institute using melphalan.
10.
Application of Critical Accounting Policies
The Company's financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America.
Certain accounting policies have a significant impact on amounts reported in the
financial statements. A summary of those significant accounting policies can be
found in Note 1 to the Company's financial statements contained in the Company's
Annual Report on Form 10-KSB for the year ended December 31, 2005 as filed with
the Securities and Exchange Commission. The Company has not adopted any
significant new accounting policies or modified the application of existing
policies during the three months ended March 31, 2006.
(b) Management's Discussion and Analysis of Financial Condition and
Results of Operations
Not Applicable.
(c) Off-balance sheet arrangements
The Company does not have any off-balance sheet arrangements.
Item 3. CONTROLS AND PROCEDURES
Based on an evaluation of the Company's disclosure controls and procedures
performed by the Company's Chief Executive Officer and its Chief Financial
Officer as of the end of the period covered by this report, the Company's Chief
Executive Officer and its Chief Financial Officer concluded that the Company's
disclosure controls and procedures have been effective.
As used herein, "disclosure controls and procedures" means controls and other
procedures of the Company that are designed to ensure that information required
to be disclosed by the Company in the reports that it files or submits under the
Securities Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the rules and forms issued by the Securities and
Exchange Commission. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by the Company in the reports that it files or submits under the
Securities Exchange Act is accumulated and communicated to the Company's
management, including its principal executive officer or officers and its
principal financial officer or officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.
Since the date of the evaluation described above, there were no significant
changes in the Company's internal controls or in other factors that could
significantly affect these controls, and there were no corrective actions with
regard to significant deficiencies and material weaknesses.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On January 9, 2006, the Company sold an aggregate of 319,570 shares of its
Common Stock upon exercise of 41,494 of then outstanding Warrants to Purchase
Shares of Common Stock dated March 19, 2004 and 278,076
11.
of then outstanding Warrants to Purchase Shares of Common Stock dated November
24, 2004. The Company received an aggregate of $897,948 upon such exercises. On
February 1, 2006, the Company sold an aggregate of 65,674 shares of its Common
Stock upon exercise of 29,926 of then outstanding Warrants to Purchase Shares of
Common Stock dated March 19, 2004 and 35,748 of then outstanding Warrants to
Purchase Shares of Common Stock dated November 24, 2004. The Company received an
aggregate of $189,457 upon such exercises. On February 21, 2006, the Company
sold an aggregate of 55,769 shares of its Common Stock upon exercise of 20,020
of then outstanding Warrants to Purchase Shares of Common Stock dated March 19,
2004 and 35,749 of then outstanding Warrants to Purchase Shares of Common Stock
dated November 24, 2004. The Company received an aggregate of $159,642 upon such
exercises. The Company claims an exemption from registration of the offer and
sale of the shares of Common Stock issued upon exercise of these Warrants under
Rule 506 under the Securities Act of 1933 on the basis that each of the
purchasers is an accredited investor.
No underwriter was involved in the exercise of these Warrants, and the Company
paid no underwriting discount or commission in connection therewith. Proceeds
from the sale of securities will be used to fund current and future operations.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
The information included in Item 2 of this report is incorporated by
reference into this Item 5.
Item 6. EXHIBITS
31.1 Certification by Chief Executive Officer Pursuant to Rule 13a-14.
31.2 Certification by Chief Financial Officer Pursuant to Rule 13a-14.
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
12.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
DELCATH SYSTEMS, INC.
(Registrant)
May 15, 2006 /s/ PAUL M. FEINSTEIN
--------------------------
Paul M. Feinstein
Chief Financial Officer (on behalf
of the registrant and as the
principal financial and accounting
officer of the registrant)
13.
EXHIBIT INDEX
31.1 Certification by Chief Executive Officer Pursuant to Rule 13a-14.
31.2 Certification by Chief Financial Officer Pursuant to Rule 13a-14.
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.