SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2002
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from __________ to __________
Commission File Number 000-14879
CYTOGEN CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-2322400
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
650 College Road East, Princeton, New Jersey 08540
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (609) 750-8200
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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:
Common Stock, $0.01 par value per share
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(Title of Class)
Preferred Stock Purchase Rights, $0.01 par value per share
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(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 requirements for the past 90 days. Yes X No
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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.
---
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes X No
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The aggregate market value of the registrant's voting shares of Common Stock
held by non-affiliates of the registrant on June 28, 2002, based on $10.70 per
share, the last reported sale price on the NASDAQ National Market on that date,
was $92,517,375.
The number of shares of Common Stock, $.01 par value, of the registrant
outstanding as of March 1, 2003 was 8,813,832 shares.
The following documents are incorporated by reference into the Annual Report on
Form 10-K: Portions of the registrant's definitive Proxy Statement for its 2003
Annual Meeting of Stockholders are incorporated by reference into Part III of
this Report.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A amends the Annual Report on Form 10-K (the
"Form 10-K") of Cytogen Corporation (the "Company" or "Cytogen") for its fiscal
year ended December 31, 2002. This Form 10-K/A is being filed: (i) to amend and
restate "Item 15. Exhibits, Financial Statements, and Reports on Form 8-K" of
the Form 10-K to include those certain certifications pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, as Exhibit 99.1 to the Form 10-K; and (ii) to include those certain
"Certifications of Disclosure in Annual and Quarterly Reports", pursuant to Rule
13a-14 and Rule 15d-14 of the Securities Exchange Act of 1934, as amended,
immediately following the signatures pages set forth in the text of the Form
10-K.
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Documents filed as a part of the Report:
(1) and (2) The response to this portion of Item 15 is submitted as
a separate section of this Form 10-K.
(3) Exhibits -
Exhibit No.
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3.1 Restated Certificate of Incorporation of Cytogen Corporation, as
amended. Filed as an exhibit to Form 10-Q Quarterly Report for the
quarter ended June 30, 1996, and incorporated herein by reference.
3.2 Certificate of Amendment to the Restated Certificate of Incorporation
of Cytogen Corporation, as amended. Filed as an exhibit to Form 10-Q
Quarterly Report for the quarter ended June 30, 2000, and incorporated
herein by reference.
3.3 Certificate of Amendment to the Restated Certificate of Incorporation,
as amended, as filed with the Secretary of State of the State of
Delaware on October 25, 2002. Filed as an exhibit to the Company's
Current Report on Form 8-K, filed with the Commission on October 25,
2002, and incorporated herein by reference.
3.4 Certificate of Designations of Series C Junior Participating Preferred
Stock of Cytogen Corporation. Filed as an exhibit to the Company's
Registration Statement on Form S-8 (File No. 333-59718), filed with
the Commission on April 27, 2001, and incorporated herein by
reference.
3.5 By-Laws of Cytogen Corporation, as amended. Filed herewith.
4.1 Amended and Restated Rights Agreement, dated as of October 19, 1998
between Cytogen Corporation and Chase Mellon Shareholder Services,
L.L.C., as Rights Agent. The Amended and Restated Rights Agreement
includes the Form of Certificate of Designations of Series C Junior
Participating Preferred Stock as Exhibit A, the form of Right
Certificate as Exhibit B and the Summary of Rights as Exhibit C. Filed
as an exhibit to Form 10-Q Quarterly Report for the quarter ended
September 30, 1998, and incorporated herein by reference.
10.1 Lease Agreement, dated as of March 16, 1987, by and between Peregrine
Investment Partners I, as lessor, and Cytogen Corporation, as lessee.
Filed as an exhibit to Form 10-K Annual Report for Year Ended January
2, 1988, and incorporated herein by reference.
10.2 Amendment, dated as of October 16, 1987, to Lease Agreement between
Peregrine Investment Partners I and Cytogen Corporation. Filed as an
exhibit to Form S-8 Registration Statement (No. 33-30595), and
incorporated herein by reference.
1
10.3 1989 Employee Stock Option Plan. Filed as an exhibit to Form S-8
Registration Statement (No. 33-30595), and incorporated herein by
reference. +
10.4.1 1988 Stock Option Plan for Non-Employee Directors. Filed as an
exhibit to Form S-8 Registration Statement (No. 33-30595), and
incorporated herein by reference. +
10.4.2 Amendment to the Cytogen Corporation 1988 Stock Option Plan for
Non-Employee Directors dated May 22, 1996. Filed as an exhibit to Form
10-Q Quarterly Report for the quarter ended June 30, 1996, and
incorporated herein by reference. +
10.5 Standard Form of Indemnification Agreement entered into between
Cytogen Corporation and its officers, directors, and consultants.
Filed as an exhibit to Amendment No. 1 to Form S-1 Registration
Statement (No. 33-31280), and incorporated herein by reference. +
10.6 1989 Stock Option Policy for Outside Consultants. Filed as an exhibit
to Amendment No. 1 to Form S-1 Registration Statement (No. 33-31280),
and incorporated herein by reference. +
10.7.1 License Agreement dated as of March 31, 1993 between Cytogen
Corporation and The Dow Chemical Company. Filed as an exhibit to Form
10-Q/A-1 Amendment to Quarterly Report for the quarter ended July 3,
1993, and incorporated herein by reference.*
10.7.2 Amendment of the License Agreement between Cytogen Corporation and
The Dow Chemical Company dated September 5, 1995. Filed as an exhibit
to Form 10-Q Quarterly Report for the quarter ended March 31, 1996,
and incorporated herein by reference.*
10.7.3 Second Amendment to the License Agreement between Cytogen
Corporation and The Dow Chemical Company dated May 20, 1996. Filed as
an exhibit to Form 10-Q/A-1 Amendment to Quarterly Report for the
quarter ended June 30, 1996, and incorporated herein by reference.*
10.8 1992 Cytogen Corporation Employee Stock Option Plan II, as amended.
Filed as an exhibit to Form S-4 Registration Statement (No. 33-88612),
and incorporated herein by reference. +
10.9 License Agreement, dated March 10, 1993, between Cytogen Corporation
and The University of North Carolina at Chapel Hill, as amended. Filed
as an exhibit to Form 10-K Annual Report for the year ended December
31, 1994, and incorporated herein by reference.*
10.10 Option and License Agreement, dated July 1, 1993, between Cytogen
Corporation and Sloan-Kettering Institute for Cancer Research. Filed
as an exhibit to Form 10-K Annual Report for the year ended December
31, 1994, and incorporated herein by reference.*
10.11 Cytogen Corporation Amended and Restated 1995 Stock Option Plan.
Filed herewith.
10.12 Horosziewicz - Cytogen Agreement, dated April 20, 1989, between
Cytogen Corporation and Julius S. Horosziewicz, M.D., DMSe. Filed as
an exhibit to Form 10-K Annual Report for the year ended December 31,
1995, and incorporated herein by reference.*
10.13 Marketing and Co-Promotion Agreement between Cytogen Corporation and
C.R. Bard, Inc. effective August 1, 1996. Filed as an exhibit to Form
10-Q Quarterly Report for the quarter ended September 30, 1996, and
incorporated herein by reference.*
10.14 Severance Agreement effective as of March 26, 1996 between Cytogen
Corporation and John D. Rodwell, Ph.D. Filed as an exhibit to Form
10-K Annual Report for the year ended December 31, 1996, and
incorporated herein by reference. +
2
10.15 Cytogen Corporation Employee Stock Purchase Plan, as amended. Filed
herewith. +
10.16 License Agreement between Targon Corporation and Elan Corporation,
plc dated July 21, 1997. Filed as an exhibit to Form 10-Q Quarterly
Report for the quarter ended June 30, 1997, and incorporated herein by
reference.*
10.17 Convertible Promissory Note dated as of August 12, 1998 between
Cytogen Corporation and Elan International Services, Ltd. Filed as an
exhibit to Form 10-Q Quarterly Report for the quarter ended June 30,
1998, and incorporated herein by reference.
10.18 Employment agreement effective as of August 20, 1998 between Cytogen
Corporation and H. Joseph Reiser. Filed as an exhibit to Form 10-Q
Quarterly Report for the quarter ended September 30, 1998, and
incorporated herein by reference. +
10.19 License Agreement by and between Berlex Laboratories, Inc. and
Cytogen Corporation dated as of October 28, 1998. Filed as an exhibit
to Form 10-Q/A-1 Amendment to Quarterly Report for the quarter ended
September 30, 1998, and incorporated herein by reference.
10.20 Manufacturing Space Agreement between Bard BioPharma L.P. and Cytogen
Corporation dated as of January 7, 1999. Filed as an exhibit to Form
S-1/A-1 Amendment to Registration Statement, filed with the Commission
on January 27, 1999, and incorporated herein by reference.
10.21 Employment Agreement effective as of June 10, 1997 between Cytogen
Corporation and Donald F. Crane, Jr. Filed as an exhibit to Form 10-K
Annual Report for the year ended December 31, 1999, and incorporated
herein by reference. +
10.22 Amended and Restated 1999 Stock Option Plan for Non-Employee
Directors. Filed herewith.
10.23 Strategic Alliance Agreement between AxCell Biosciences Corporation
and InforMax, Inc. dated as of September 15, 1999. Filed as an exhibit
to Form 10-K Annual Report for the year ended December 31, 1999, and
incorporated herein by reference.*
10.24 AxCell Biosciences Corporation Employee Stock Option Plan. Filed as
an exhibit to Form 10-K Annual Report for the year ended December 31,
1999, and incorporated herein by reference. +
10.25 Master Loan and Security Agreement No. S7600 among Cytogen
Corporation, AxCell Biosciences Corporation and Finova Capital
Corporation dated December 30, 1999. Filed as an exhibit to Form 10-K
Annual Report for the year ended December 31, 1999, and incorporated
herein by reference.
10.26 Amendment No. 1 to Marketing and Co-Promotion Agreement effective as
of January 1, 2000 by and between Cytogen Corporation and C.R. Bard,
Inc. Filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 2000, and incorporated herein by
reference.
10.27 License and Marketing Agreement by and between Cytogen Corporation
and Advanced Magnetics, Inc. dated August 25, 2000. Filed as an
exhibit to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000, and incorporated herein by reference.*
10.28 Development and Manufacturing Agreement by and between Cytogen
Corporation and DSM Biologics Company B.V. dated July 12, 2000. Filed
as an exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2000, and incorporated herein by
reference.*
3
10.29 Common Stock Purchase Agreement, dated September 29, 2000, by and
between Cytogen Corporation and Acqua Wellington North American
Equities Fund, Ltd. Filed as an exhibit to the Company's Current
Report on Form 8-K, filed with the Commission on October 5, 2000, and
incorporated herein by reference.
10.30 Common Stock Purchase Agreement, dated October 4, 2000, by and
between Cytogen Corporation and Acqua Wellington North American
Equities Fund, Ltd. Filed as an exhibit to the Company's Current
Report on Form 8-K, filed with the Commission on October 12, 2000, and
incorporated herein by reference.
10.31 Written Compensatory Agreement by and between Cytogen Corporation and
H. Joseph Reiser dated August 24, 1998, as revised on July 11, 2000.
Filed as an exhibit to the Company's Registration Statement on Form
S-8 (File No. 333-48454), filed with the Commission on October 23,
2000, and incorporated herein by reference. +
10.32 Written Compensatory Agreement by and between Cytogen Corporation and
Lawrence Hoffman dated July 10, 2000. Filed as an exhibit to the
Company's Registration Statement on Form S-8 (File No. 333-48454),
filed with the Commission on October 23, 2000, and incorporated herein
by reference. +
10.33 Product Manufacturing and Supply Agreement by and between Cytogen
Corporation and Draximage Inc. dated December 5, 2000. Filed as an
exhibit to the Company's Annual Report on Form 10-K for the year ended
December 31, 2000. *
10.34 License and Distribution Agreement by and between Cytogen Corporation
and Draximage Inc. dated December 5, 2000. Filed as an exhibit to the
Company's Annual Report on Form 10-K for the year ended December 31,
2000. *
10.35 Form of Executive Change of Control Severance Agreement by and
between the Company and each of its Executive Officers. Filed as an
exhibit to the Company's Annual Report on Form 10-K for the year ended
December 31, 2001, and incorporated herein by reference. +
10.36.1 Lease Agreement by and between Newtown Associates, L.P. and AxCell
Biosciences Corporation dated as of July 23, 1999. Filed as an exhibit
to the Company's Annual Report on Form 10-K for the year ended
December 31, 2001, and incorporated herein by reference.
10.36.2 First Amendment to the Lease Agreement by and between 826 Newtown
Associates, L.P. and AxCell Biosciences Corporation dated as of March
16, 2001. Filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2001, and incorporated
herein by reference.
10.37 Cytogen Corporation Stock Payment Bonus Plan Program. Filed as an
exhibit to the Company's Registration Statement on Form S-8 (File No.
333-58384), filed with the Commission on April 6, 2001, and
incorporated herein by reference. +
10.38 MFS Fund Distributors, Inc. 401(K) Profit Sharing Plan and Trust.
Filed as an exhibit to the Company's Registration Statement on Form
S-8 (File No. 333-59718), filed with the Commission on April 27, 2001,
and incorporated herein by reference. +
10.39 Adoption Agreement for MFS Fund Distributors, Inc. Non-Standardized
401(K) Profit Sharing Plan and Trust, with amendments. Filed as an
exhibit to the Company's Registration Statement on Form S-8 (File No.
333-59718), filed with the Commission on April 27, 2001, and
incorporated herein by reference.
10.40 Cytogen Corporation Performance Bonus Plan with Stock Payment
Program. Filed as an exhibit to Company's Registration Statement on
Form S-8 (File No. 333-75304), filed with the Commission on December
17, 2001, and incorporated herein by reference. +
4
10.41 Share Purchase Agreement by and between Cytogen Corporation and the
State of Wisconsin Investment Board dated as of June 18, 2001. Filed
as an exhibit to the Company's Current Report on Form 8-K, filed with
the Commission on June 19, 2001, and incorporated herein by reference.
10.42 Share Purchase Agreement by and between Cytogen Corporation and the
State of Wisconsin Investment Board dated as of January 18, 2002.
Filed as an exhibit to the Company's Current Report on Form 8-K, filed
with the Commission on January 24, 2002, and incorporated herein by
reference.
10.43 Limited Liability Company Agreement of PSMA Development Company LLC
by and between Cytogen Corporation, Progenics Pharmaceuticals, Inc.
and the PSMA Development Company LLC dated June 15, 1999. Filed as an
exhibit to the Company's Registration Statement on Form S-3, filed
with the Commission on July 20, 1999, and incorporated herein by
reference.
10.44 Amendment No. 1 to Limited Liability Company Agreement of PSMA
Development Company LLC by and between Cytogen Corporation, Progenics
Pharmaceuticals, Inc. and PSMA Development Company LLC dated as of
March 22, 2002. Filed as an exhibit to the Company's Quarterly Report
on Form 10-Q, filed with the Commission on May 14, 2002, and
incorporated herein by reference.
10.45 Sublease Agreement by and between Cytogen Corporation and Hale and
Dorr LLP dated as of May 23, 2002. Filed as an exhibit to the
Company's Quarterly Report on Form 10-Q, filed with the Commission on
August 14, 2002, and incorporated herein by reference.
10.46 Addendum to Stock Exchange Agreement among Cytogen Corporation and
the Shareholders and Debtholders of Prostagen, Inc. dated as of May
14, 2002, and amended as of August 13, 2002. Filed as an exhibit to
the Company's Quarterly Report on Form 10-Q, filed with the Commission
on August 14, 2002, and incorporated herein by reference.
10.47 Distribution Agreement by and between Cytogen Corporation and
Matritech Inc. dated October 18, 2002. Filed herewith. **
10.48 Written Compensatory Agreement by and between Cytogen Corporation and
Michael D. Becker dated December17, 2002. Filed herewith. +
10.49 Contract Manufacturing Agreement by and between Cytogen Corporation
and Laureate Pharma L.P. dated January 15, 2003. Filed herewith. **
10.50 Quality Agreement by and between Cytogen Corporation and Laureate
Pharma L.P. dated January 15, 2003. Filed herewith.**
16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated May 20, 2002. Filed as an exhibit to the Company's
Current Report on Form 8-K, filed with the Commission on May 20, 2002,
and incorporated herein by reference.
16.2 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated May 22, 2002. Filed as an exhibit to the Company's
Current Report on Form 8-K/A, filed with the Commission on May 22,
2002, and incorporated herein by reference.
16.3 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated May 24, 2002. Filed as an exhibit to the Company's
Current Report on Form 8-K, filed with the Commission on May 24, 2002,
and incorporated herein by reference.
21 Subsidiaries of Cytogen Corporation. Filed herewith.
5
23.1 Consent of KPMG LLP. Filed herewith.
23.2 Consent of PricewaterhouseCoopers. Filed herewith.
99.1 Certification pursuant to Section 18 U.S.C 1350. Filed herewith.
99.2 Code of Ethics of Cytogen Corporation adopted by the Company as of
March 2003. Filed herewith.
+ Management contract or compensatory plan or arrangement.
* We have received confidential treatment of certain provisions contained in
this exhibit pursuant to an order issued by the Securities and Exchange
Commission. The copy filed as an exhibit omits the information subject to the
confidentiality grant.
** We have submitted an application for confidential treatment with the
Securities and Exchange Commission with respect to certain provisions contained
in this exhibit. The copy filed as an exhibit omits the information subject to
the confidentiality application.
(b) Reports on Form 8-K:
We filed two current reports on Form 8-K during the quarter ended
December 31, 2002.
On October 25, 2002, we filed a current report on Form 8-K with
the Securities and Exchange Commission reporting the results of
our special meeting of stockholders held on October 25, 2002, and
that we filed a Certificate of Amendment to our Restated
Certificate of Incorporation, as amended, with the Secretary of
State of the State of Delaware to affect a one-for-ten reverse
stock split of all outstanding, issued and authorized shares of
our common Stock, $0.01 par value per share.
On December 17, 2002, we filed a current report on Form 8-K with
the Securities and Exchange Commission reporting certain changes
to our senior management team.
(c) Exhibits:
The Exhibits filed with this Form 10-K are listed above in response to
Item 15(a)(3).
(d) Financial Statement Schedules:
None.
6
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 on the 31st day of
March 2003.
Cytogen Corporation
By: /s/ Michael D. Becker
----------------------------------------
Michael D. Becker,
President and Chief Executive Officer
7
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
---------------------------------------------------- ------------------------------------- --------------
By: /s/ Michael D. Becker Chief Executive Officer and President March 31, 2003
----------------------------------------- (Principal Executive Officer and
Michael D. Becker Director)
By: /s/ Thu A. Dang Vice President, Finance March 31, 2003
----------------------------------------- (Principal Financial and Accounting
Thu A. Dang Officer)
By: /s/ John E. Bagalay, Jr. Director March 31, 2003
-----------------------------------------
John E. Bagalay, Jr.
By: /s/ Stephen K. Carter Director March 31, 2003
-----------------------------------------
Stephen K. Carter
By: /s/ James A. Grigsby Director and Chairman of the Board March 31, 2003
-----------------------------------------
James A. Grigsby
By: /s/ Robert F. Hendrickson Director March 31, 2003
-----------------------------------------
Robert F. Hendrickson
By: /s/ Kevin G. Lokay Director March 31, 2003
-----------------------------------------
Kevin G. Lokay
By: /s/ H. Joseph Reiser Director March 31, 2003
-----------------------------------------
H. Joseph Reiser
8
CERTIFICATION
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I, Michael D. Becker, certify that:
1) I have reviewed this annual report on Form 10-K of Cytogen Corporation;
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
we 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 function):
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
6) The registrant's other certifying officers and I have indicated in this
annual report whether or not 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.
By: /s/ Michael D. Becker
--------------------------------------
Date: March 31, 2003 Michael D. Becker
President and Chief Executive Officer
9
CERTIFICATION
-------------
I, Thu A. Dang, certify that:
1) I have reviewed this annual report on Form 10-K of Cytogen Corporation;
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
we 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 function):
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
6) The registrant's other certifying officers and I have indicated in this
annual report whether or not 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.
By: /s/ Thu A. Dang
-------------------------------------
Date: March 31, 2003 Thu A. Dang
Vice President, Finance
Principal Financial Officer
10