UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2002
-----------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-07418
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ELINEAR, INC.
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(Exact name of small business issuer as specified in its charter)
Delaware 76-0478045
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
7240 Brittmoore, Suite 118, Houston, Texas 77041
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 690-0855
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act: $.02 Par Value
Common Stock
Check whether the Issuer (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 requirements for the past
90 days. Yes [X] No[ ]
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. [ ]
Issuer's revenues for the fiscal year ended December 31, 2002, were
$967,994.
The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Issuer as of April 29, 2003, based upon the average bid
and asked price as of such date on the OTC Bulletin Board, was $614,479.
The Registrant's common stock outstanding as of April 30, 2003, was 14,190,010
shares.
DOCUMENTS INCORPORATED BY REFERENCE:
None
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Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X]
1
eLINEAR, INC.
INDEX
PAGE NO.
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PART III Item 9. Directors, Executive Officers, Promoters and Control Persons,
Compliance with Section 16(a) of the Exchange Act 3
Item 10. Executive Compensation 4
Item 11. Security Ownership of Certain Beneficial Owners and
Management 5
Item 12. Certain Relationships and Related Party Transactions 7
Item 13 Exhibits and Reports on Form 8-K 7
2
eLinear, Inc., a Delaware corporation, hereby amends Items 9, 10, 11 and 12
of its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002,
as filed with the Securities and Exchange Commission on April 15, 2003, to add
the additional information contained herein.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
NAME AGE POSITION
--------------- --- -----------------------------------------------------------
Jon V. Ludwig 31 Chief Executive Officer, Chairman of the Board and Director
Kevan M. Casey 31 President and Treasurer
Tommy Allen 39 Senior Vice President and Director
J. Leonard Ivins 67 Secretary and Director
Carl A. Chase 53 Director
Jon V. Ludwig. Mr. Ludwig has served as Chief Executive Officer of the
Company since November 1, 1999, as Chairman of the Board since December 1999 and
as Chief Technology Officer since November 13, 2000. He founded Imagenuity,
Inc. in October 1997 and served as its President and Chief Executive Officer
from its inception until completion of its merger with a wholly owned subsidiary
of the Company in December 1999. From November 1996 to October 1997, he was
employed by CGI Systems, Inc., a subsidiary of IBM Corporation as a technology
consultant and Special Project Manager. From 1994 to November 1996, he was
employed by Productivity Point International, a national computer software
application training company, as a lead technical instructor.
Kevan M. Casey. Mr. Casey has served as President of the Company since
April 16, 2003. He and Mr. Allen founded NetView Technologies, Inc. in December
2001 and served as its President from its inception until completion of its
merger with a wholly owned subsidiary of the Company on April 15, 2003. In 1998
he founded United Computing Group and United Consulting Group, a value added
retailer and an information technology consulting firm, where he served as
President and Chief Executive Officer. In December 1999, United Computing Group
and United Consulting Group (collectively "UCG") were acquired by
ClearWorks.net, Inc., where he continued as President of UCG until December
2001. During Mr. Casey's tenure at UCG, revenues grew to in excess of $28
million for calendar year 2001. Mr. Casey began his professional career in the
information technology industry as a Vice President and shareholder of E-C
Computer Technical Services, Inc., a Houston, Texas technology company.
Computer Technical Services was acquired by Intelligent Electronics Corporation
in 1996, after which Mr. Casey served as Vice President of Intelligent
Electronics ("XLSource"), Houston operations which had revenue in excess of $60
million. In 1997 XLSource was acquired by GE Capital IT Solutions and Mr. Casey
continued as a consultant for GE until leaving in 1998.
Tommy Allen. Mr. Allen has served as Senior Vice President and a director
of the Company since April 16, 2003. He and Mr. Casey founded NetView
Technologies, Inc. in December 2001 and served as its Secretary and Treasurer
from its inception until completion of its merger with a wholly owned subsidiary
of the Company on April 15, 2003. From 1999 to 2001, Mr. Allen served as Vice
President for United Computing Group. From 1996 to 1999, Mr. Allen served as
Senior Account Executive for ComputerTech, Inc. Mr. Allen served in a similar
position with E-C Computer Technical Services, Inc, from 1994 to 1996. E-C
Computer Technical Services, Inc. was ultimately acquired by GE Capital IT
Solutions in 1997. Prior to joining E-C Computer Technical Services, Mr. Allen
was a Systems Analyst from 1990 to 1994 for Conoco.
J. Leonard Ivins. Mr. Ivins has served as a director of the Company since
November 13, 2000, serves as Chairman of the Compensation and of the Corporate
Policy and Finance Committees and Corporate Secretary. Since 1995, he has been
a private investor. Previously, he was a founder and co-owner of a privately
held company that was an FDIC and RTC contractor with $60 million in fee income
from 1991 to 1995. From 1979 to 1981, he was a turnaround and workout
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consultant to small, publicly held oil and gas companies. From 1970 to 1975, he
was President of The Woodlands Development Corporation and a director of
Mitchell Energy and Development Corp.
Carl A. Chase. Mr. Chase has been a director of the Company since April
16, 2003, and serves as Chairman of the Audit Committee. Since April 2001, Mr.
Chase has served as Senior Vice President - Budgets & Controls for Rockport
Healthcare Group, Inc., a preferred provider organization ("PPO") for
work-related injuries and illnesses. Prior to joining Rockport, Mr. Chase was
an independent consultant to Rockport from June 2000 and from August 1999 to May
2000, was Chief Financial Officer of ClearWorks.net, Inc. Mr. Chase also served
as Chief Financial Officer of Bannon Energy Incorporated, an independent oil and
gas company, from December 1992 to August 1999. Mr. Chase has over 28 years'
experience in the areas of finance, accounting and administration with both
private and public companies. He has held various positions with both major and
independent oil and gas companies where his responsibilities included SEC
reporting and compliance, obtaining financing for capital programs, mergers and
acquisitions, budgeting and forecasting and policies, procedures and internal
controls.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and persons who own beneficially more than ten
percent of the common stock of the Company, to file reports of ownership and
changes of ownership with the SEC. Based solely on the reports received by the
Company and on written representations from certain reporting persons, the
Company believes that the directors, executive officers and greater than ten
percent beneficial owners have complied with all applicable filing requirements,
except for Mr. Ivins, who did not timely file two Form 4's reporting two
transactions which Form 4's were filed in April 2003.
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth in summary form the compensation received
during each of the last three successive completed fiscal years by the Company's
named executive officers:
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
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ANNUAL COMPENSATION AWARDS
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Securities
Restricted Stock Underlying
Name and Fiscal Salary Bonus Awards Options
Principal Position Year ($) ($) ($) (#)
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Jon V. Ludwig, 2002 $ 99,600 -- -- --
Chief Executive Officer 2001 $ 85,326 -- -- 200,000
2000 $ 76,300 -- -- 100,000
______________
Option Issuances
As of December 31, 2002, incentive stock options to purchase 355,000 shares
exercisable at prices ranging from $0.32 to $2.90 per share that vest over a
three-year period under the Company's 2000 Stock Option Plan were outstanding.
Of this amount, 300,000 were issued to an executive officer and a director of
the Company. As of December 31, 2002, nonqualified stock options to purchase
175,000 shares were granted to an executive officer and a director of the
company, exercisable at prices ranging from $1.30 to $2.90 per share and
immediately exercisable. As of December 31, 2002, options to purchase 645,000
shares were available to be granted pursuant to the 2000 Stock Option Plan.
On January 28, 2003, the Company issued nonqualified stock options to
purchase 25,000 shares of common stock, exercisable at $0.45 per share and
immediately exercisable, to satisfy a past due payroll accrual for unpaid salary
due to Jon V. Ludwig. On March 31, 2003, the Company issued nonqualified stock
options to purchase 100,000 shares of common stock, exercisable at $0.45 per
share that are immediately exercisable to Jon V. Ludwig and nonqualified stock
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options to purchase 100,000 shares of common stock, exercisable at $0.45 per
share that are immediately exercisable to J. Leonard Ivins.
On April 16, 2003, the Company issued incentive stock options to purchase
100,000 shares of common stock, exercisable at $0.55 per share that are
immediately exercisable to Kevan M. Casey and issued incentive stock options to
purchase 100,000 shares of common stock, exercisable at $0.55 per share that are
immediately exercisable to Tommy Allen. Also on April 16, 2003, the Company
issued nonqualified stock options to Carl A. Chase to purchase 250,000 shares of
common stock, exercisable at $0.50 per share, of which 83,335 vested immediately
with the remaining vesting over a three-year period. All of these issuances
were under the Company's 2003 Stock Option Plan. These issuances are subject to
shareholder approval of the 2003 Stock Option Plan.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Shares
Acquired Number of Securities Value of Unexercised
on Underlying Unexercised In-the-Money
Exercise Value Options at FY-End Options at FY-End
Name (#) Realized ($) (#) ($)
------------------------------------------------------------------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
------------ ------------- ------------ -------------
Jon V. Ludwig -- -- 200,000 100,000 -- --
The closing price of the Company's common stock as of the end of the fiscal
year ended December 31, 2002, was $0.45 per share. Since the exercise prices of
the options listed above are $2.18, $2.90 and $3.40 per share, the options were
not in-the-money as of the end of the Company's fiscal year, and no value is set
forth in the above table under Securities and Exchange Commission rules.
2003 Stock Option Plan
On April 16, 2003, the Board of Directors adopted the 2003 Stock Option
Plan (the "Plan"), which allows for the issuance of up to 1,500,000 stock
options to directors, executive officers, employees and consultants of the
Company who are contributing to the Company's success. In order to remain fully
effective, the Plan must be approved by the shareholders prior to April 16,
2004. None of the options granted pursuant to the Plan may be exercised unless
and until the Plan is approved by the shareholders. As of April 30, 2003, there
were 200,000 incentive stock options granted pursuant to the Plan and 250,000
nonqualified options granted pursuant to the Plan at exercise prices ranging
from $.50 to $.55 per share that vest immediately and over a three-year period,
subject to shareholder approval of the Plan. Of this amount, 200,000 were
issued to officers of the company. As of April 30, 2003, options to purchase
1,150,000 shares were available to be granted pursuant to the Plan.
Employment Contracts and Termination of Employment and Change-in-Control
Agreements
The Company has entered into identical employment agreements with Messrs.
Jon V. Ludwig, Kevan M. Casey and Tommy Allen. Under the terms of the
agreements, they are to receive as compensation a monthly salary of $8,000, a
quarterly retention bonus of $3,000 and additional monthly compensation to cover
auto expenses and the cost home office expenses totaling $1,000 per month. The
agreements are terminable with fourteen (14) days written notice with no
additional compensation due upon termination.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
As of April 30, 2003, 14,190,010 shares of the Company's common stock were
outstanding. The following table sets forth, as of such date, information with
respect to shares beneficially owned by: (a) each person who is known by the
Company to be the beneficial owner of more than 5% of its outstanding shares of
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common stock, (b) each of the Company's directors and executive officers and (c)
all current directors and executive officers as a group.
Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act. Under this rule, shares may be deemed to be beneficially
owned by more than one person (if, for example, persons share the power to vote
or the power to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire shares
(for example, upon exercise of an option or warrant or conversion of convertible
debt) within sixty days of the date as of which the information is provided. In
computing the percentage ownership of any person, the amount of shares is deemed
to include the amount of shares beneficially owned by such person by reason of
such acquisition rights. As a result, the percentage of outstanding shares of
any person as shown in the following table does not necessarily reflect the
person's actual voting power at any particular date.
To the Company's knowledge, except as indicated in the footnotes to this
table and pursuant to applicable community property laws, the persons named in
the table have sole voting and investment power with respect to all shares of
common stock shown as beneficially owned by them. Unless otherwise indicated,
the business address of the individuals listed is 7240 Brittmoore, Suite 118,
Houston, Texas 77041.
NAME AND ADDRESS OF NUMBER OF SHARES PERCENTAGE OF
BENEFICIAL OWNER BENEFICIALLY OWNED OUTSTANDING SHARES
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Jon V. Ludwig 879,500 (1) 6.0%
Kevan M. Casey 6,430,989 (2) 45.0%
Tommy Allen 6,430,990 (3) 45.0%
J. Leonard Ivins (4) 515,615 (4) 3.5%
Carl A. Chase (5) 83,335 (5) 0.6%
All Executive Officers and Directors as a
group (5 persons) 14,340,429 (6) 93.2%
______________________
(1) Includes options to purchase 425,000 shares of common stock at exercise
prices ranging from $0.45 to $2.90 per share expiring from March 31, 2008
to December 29, 2010.
(2) Includes options to purchase 100,000 shares of common stock at an exercise
price of $0.55 per share expiring April 16, 2008. These options were
granted pursuant to the 2003 Stock Option Plan and will become exercisable
only upon approval of the 2003 Stock Option Plan by the shareholders. Also
includes 6,430,989 shares held by Mr. Casey's wife.
(3) Includes options to purchase 100,000 shares of common stock at an exercise
price of $0.55 per share expiring April 16, 2008. These options were
granted pursuant to the 2003 Stock Option Plan and will become exercisable
only upon approval of the 2003 Stock Option Plan by the shareholders. Also
includes 6,430,990 shares held by Mr. Allen's wife.
(4) Includes options to purchase 490,000 shares of common stock at exercise
prices ranging from $0.45 to $3.40 per share expiring from March 31, 2008
to December 29, 2010. Mr. Ivins' business address is 2036 Brentwood Drive,
Houston, Texas 77019.
(5) Includes options to purchase 83,335 shares of common stock at an exercise
price of $0.50 per share expiring April 16, 2008. These options were
granted pursuant to the 2003 Stock Option Plan and will become exercisable
only upon approval of the 2003 Stock Option Plan by the shareholders. Mr.
Chase's business address is 19311 Puget Lane, Spring, Texas 77388.
(6) Includes options to purchase 1,198,335 shares of common stock.
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EQUITY COMPENSATION PLAN INFORMATION
The following table gives information about the Company's common stock that
may be issued upon the exercise of options under its 2000 Stock Option Plan as
of December 31, 2002, which has been approved by the Company's shareholders, and
under compensation arrangements that were not approved by the Company's
shareholders.
Number of Securities
Number of Securities Remaining Available for
To be Issued Upon Weighted Average Future Issuance Under
Exercise of Outstanding Exercise Price of Equity Compensation
Options, Warrants and Outstanding Options, Plans (Excluding Securities
Rights Warrants and Rights Reflected in Column A)
Plan Category (A) (B) (C)
------------------------- ------------------------ ---------------------- ----------------------------
Equity Compensation Plans
Approved by Security
Holders 355,000 $ 2.56 645,000
Equity Compensation Plans
Not Approved by Security
Holders 813,333(1) $ 31.57 N/A
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Total 1,168,333 $ 5.44 645,000
==============================================================================
(1) Includes options to purchase 93,333 shares of common stock at $39.38 per share, 545,000 shares of
common stock at $2.18 per share and 175,000 shares of common stock at $2.90 per share. All of these
options expire in the year 2010.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Mr. Ivins has a consulting agreement with the Company, whereby he receives
$2,400 per month, reimbursement for expenses of $450 per month and payment of
$200 for each Board of Directors meeting he attends in person. Mr. Ivins'
agreement expires January 15, 2004.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The following exhibits of the Company are included herein.
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated October 11, 1999, between
Registrant, eLinear Corporation and Imagenuity, Inc.
(incorporated by reference to Exhibit A-1 to Registrant's Current
Report on Form 8-K, dated October 25, 1999)
2.2 Agreement and Plan of Merger, dated April 15, 2003, between
Registrant, NetView Acquisition Corp. and NetView Technologies,
Inc. (incorporated by reference to Exhibit 2.2 to Registrant's
Annual Report on form 10-KSB, dated April 15, 2002)
3.1 Articles of Incorporation of Registrant (incorporated by
reference to Registrant's Form 10-KSB for the period ended
December 31, 1995)
3.2 Bylaws of Registrant (incorporated by reference to Registrant's
Form 10-KSB for the period ended December 31, 1995)
3.3 Amended and Restated Certificate of Incorporation of Registrant
(incorporated by reference to Registrant's Form 10-QSB for the
period ended June 30, 2000)
4.1 Specimen of Registrant's Common Stock Certificate (incorporated
by reference to Registrant's Form 10-KSB for the period ended
December 31, 1995)
10.1 Employment Agreement with Jon V. Ludwig (incorporated by
reference to Exhibit 10.1 to Registrant's Annual Report on Form
10-KSB, dated April 15, 2003)
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10.2 Employment Agreement with Kevan M. Casey (incorporated by
reference to Exhibit 10.2 to Registrant's Annual Report on Form
10-KSB, dated April 15, 2003)
10.3 Employment Agreement with Tommy Allen (incorporated by reference
to Exhibit 10.3 to Registrant's Annual Report on Form 10-KSB,
dated April 15, 2003)
10.4 2000 Stock Option Plan (incorporated by reference to Exhibit 4.1
to Registrant's Definitive Proxy Statement on Schedule 14A, dated
June 30, 2000)
10.5 Amendment No. 1 to Registrant's 2000 Stock Option Plan
(incorporated by reference to Exhibit 4.2 to Registrant's Form
S-8, dated July 31, 2001)
10.6 Asset Purchase Agreement dated August 31, 2000, among eLinear,
Inc., eLinear Corporation, Innobar, LLC, Jay Vickers and John
Kaercher (incorporated by reference to Registrant's Form 10-QSB
filed with the Commission on October 24, 2000)
10.7 Form of Indemnification Agreement for all officers and directors
of Registrant (incorporated by reference to Registrant's Form
10-QSB filed with the Commission on October 24, 2000)
10.8 Agreement between eLinear, Inc. and Jon Ludwig dated April 15,
2003 (incorporated by reference to Exhibit 10.9 to Registrant's
Annual Report on Form 10-KSB, dated April 15, 2003)
10.9 Agreement between eLinear, Inc. and J. Leonard Ivins dated April
15, 2003 (incorporated by reference to Exhibit 10.10 to
Registrant's Annual Report on Form 10-KSB, dated April 15, 2003)
21.1 Subsidiaries of Registrant (incorporated by reference to Exhibit
21.1 to Registrant's Annual Report on Form 10-KSB, dated April
15, 2003)
99.1 Certification for Sarbanes-Oxley Act of Jon V. Ludwig
99.2 Certification for Sarbanes-Oxley Act of Kevan M. Casey
(b) Reports on Form 8-K. - The Registrant filed a report on Form 8-K on
April 24, 2003
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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
ELINEAR, INC.
By: /s/ Jon V. Ludwig
----------------------------------
Jon V. Ludwig, Chief Executive Officer
Date: April 30, 2003
Pursuant to the requirements of the Securities 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/ Jon V. Ludwig Chief Executive Officer April 30, 2003
-------------------- and Director
Jon V. Ludwig
/s/ Kevan M. Casey President and Principal April 30, 2003
--------------------- Accounting Officer
Kevan M. Casey
/s/ Tommy Allen Executive Vice President April 30, 2003
-------------------- and Director
Tommy Allen
Secretary and Director April 30, 2003
--------------------
J. Leonard Ivins
/s/ Carl A. Chase Director April 30, 2003
--------------------
Carl A. Chase
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CERTIFICATION
I, Jon V. Ludwig, certify that:
1. I have reviewed this Annual Report on Form 10-KSB/A of eLinear, Inc.;
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;
Date: April 30, 2003
/s/ Jon V. Ludwig
--------------------
Jon V. Ludwig,
Chief Executive Officer
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CERTIFICATION
I, Kevan M. Casey, certify that:
1. I have reviewed this Annual Report on Form 10-KSB/A of eLinear, Inc.;
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;
Date: April 30, 2003
/s/ Kevan M. Casey
-------------------
Kevan M. Casey,
President and Principal Accounting Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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2.3 Agreement and Plan of Merger, dated October 11, 1999, between
Registrant, eLinear Corporation and Imagenuity, Inc.
(incorporated by reference to Exhibit A-1 to Registrant's Current
Report on Form 8-K, dated October 25, 1999)
2.4 Agreement and Plan of Merger, dated April 15, 2003, between
Registrant, NetView Acquisition Corp. and NetView Technologies,
Inc. (incorporated by reference to Exhibit 2.2 to Registrant's
Annual Report on form 10-KSB, dated April 15, 2002)
3.4 Articles of Incorporation of Registrant (incorporated by
reference to Registrant's Form 10-KSB for the period ended
December 31, 1995) 3.5 Bylaws of Registrant (incorporated by
reference to Registrant's Form 10-KSB for the period ended
December 31, 1995)
3.6 Amended and Restated Certificate of Incorporation of Registrant
(incorporated by reference to Registrant's Form 10-QSB for the
period ended June 30, 2000)
4.2 Specimen of Registrant's Common Stock Certificate (incorporated
by reference to Registrant's Form 10-KSB for the period ended
December 31, 1995)
10.1 Employment Agreement with Jon V. Ludwig (incorporated by
reference to Exhibit 10.1 to Registrant's Annual Report on Form
10-KSB, dated April 15, 2003)
10.2 Employment Agreement with Kevan M. Casey (incorporated by
reference to Exhibit 10.2 to Registrant's Annual Report on Form
10-KSB, dated April 15, 2003)
10.10 Employment Agreement with Tommy Allen (incorporated by reference
to Exhibit 10.3 to Registrant's Annual Report on Form 10-KSB,
dated April 15, 2003)
10.11 2000 Stock Option Plan (incorporated by reference to Exhibit 4.1
to Registrant's Definitive Proxy Statement on Schedule 14A, dated
June 30, 2000)
10.12 Amendment No. 1 to Registrant's 2000 Stock Option Plan
(incorporated by reference to Exhibit 4.2 to Registrant's Form
S-8, dated July 31, 2001)
10.13 Asset Purchase Agreement dated August 31, 2000, among eLinear,
Inc., eLinear Corporation, Innobar, LLC, Jay Vickers and John
Kaercher (incorporated by reference to Registrant's Form 10-QSB
filed with the Commission on October 24, 2000)
10.14 Form of Indemnification Agreement for all officers and directors
of Registrant (incorporated by reference to Registrant's Form
10-QSB filed with the Commission on October 24, 2000)
10.15 Agreement between eLinear, Inc. and Jon Ludwig dated April 15,
2003 (incorporated by reference to Exhibit 10.9 to Registrant's
Annual Report on Form 10-KSB, dated April 15, 2003)
10.16 Agreement between eLinear, Inc. and J. Leonard Ivins dated April
15, 2003 (incorporated by reference to Exhibit 10.10 to
Registrant's Annual Report on Form 10-KSB, dated April 15, 2003)
21.2 Subsidiaries of Registrant (incorporated by reference to Exhibit
21.1 to Registrant's Annual Report on Form 10-KSB, dated April
15, 2003)
99.3 Certification for Sarbanes-Oxley Act of Jon V. Ludwig
99.4 Certification for Sarbanes-Oxley Act of Kevan M. Casey
(b) Reports on Form 8-K. - The Registrant filed a report on Form 8-K on
April 24, 2003
12