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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 (MARK ONE)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the fiscal year ended December 31, 2007
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
ACT OF 1934
 For the transition period from _______________ to _______________
 Commission file number 0-14870
 Quipp, Inc.
 
  Florida
    
    59-2306191(State or other jurisdiction of incorporation or organization)
    
    (IRS Employer Identification No.)4800 NW 157th Street, Miami, Florida
    
    33014(Address of principal executive offices)
    
    (Zip code)
 (305) 623-8700
  Title of each class
    
    Name of exchange on which registeredCommon Stock, $.01 par value
    
    The NASDAQ Stock Market LLC
 Securities Registered Pursuant to Section 12(g) of the Act
 o þ
 o þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ
  DOCUMENTS INCORPORATED BY REFERENCE
  
 *
    
    Calculated by excluding all shares held by executive officers, directors of registrant, and
holders of more than ten percent of the registrants outstanding common stock without conceding
that all such persons are affiliates of registrant for purposes of the federal securities laws.




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TABLE OF CONTENTS  PART IIIITEM 10  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEITEM 12  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 14  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICESPART IVITEM 15  EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESQUIPP, INC. ANNUAL REPORT ON FORM 10-K EXHIBIT INDEXEX-31.1EX-31.2    Table of Contents  
 PART III
 
 ITEM 10  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Board of Directors
  Name
    
    Age
    
    Position with the CompanyCristina H. Kepner
    
    
    62
    
    
    Chairman of the BoardWilliam A. Dambrackas
    
    
    64
    
    
    DirectorLawrence J. Gibson
    
    
    55
    
    
    DirectorMichael S. Kady
    
    
    58
    
    
    President, Chief Executive Officer and DirectorJohn D. Lori
    
    
    39
    
    
    DirectorArthur J. Rawl
    
    
    65
    
    
    DirectorRobert C. Strandberg
    
    
    50
    
    
    Director
     2




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3




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Section 16(a) Beneficial Ownership Reporting Requirement
  Code of Conduct
  Audit Committee
  4




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Audit Committee Financial Expert
  5




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SUMMARY COMPENSATION TABLE  2007
  Name and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    Option
    
    All Other
    
    TotalPrincipal Position
    
    Year
    
    Salary
    
    Bonus
    
    Awards(1)
    
    Awards(2)
    
    Compensation
    
    CompensationMichael S. Kady
    
    
    2007
    
    
    $
    233,194
    
    
    
    
    
    
    $
    39,450
    
    
    $
    7,998
    
    
    $
    23,114
    (3)
    
    $
    303,756President and
    
    
    2006
    
    
    $
    222,772
    
    
    
    
    
    
    $
    33,411
    
    
    $
    7,992
    
    
    $
    22,457
    (3)
    
    $
    286,632Chief Executive
OfficerJohn F. Connors III
    
    
    2007
    
    
    $
    200,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    200,000Vice President of
    
    
    2006
    
    
    $
    200,000
    
    
    $
    15,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    215,000Corporate
DevelopmentAngel Arrabal
    
    
    2007
    
    
    $
    163,849
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    7,373
    
    
    $
    163,849Vice PresidentSales
    
    
    2006
    
    
    $
    160,852
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    7,155
    
    
    $
    160,852and Marketing of Quipp Systems, Inc.
 
 (1)
    
    Quipp did not grant any stock awards to the named executive officers in 2007. The amounts
shown for stock awards are equal to the dollar amounts recognized for financial statement
purposes in 2006 and 2007 with respect to restricted stock awards, computed in accordance with
Statement of Financial Accounting Standards No. 123 (revised) (SFAS 123(R)), but, in
accordance with SEC regulations, without giving effect to estimated forfeitures. In
determining the amounts in this column, Quipp utilized grant date fair prices of $12.80 per
share with respect to the 5,000 restricted shares issued on February 23, 2005 and $10.87 per
share with respect to the 5,000 restricted shares issued on April 25, 2006..(2)
    
    Quipp did not grant any options to the named executive officers in 2006 and 2007. The
amounts shown for option awards are equal to the dollar amounts recognized for financial
statement purposes in 2006 and 2007 with respect to stock option grants, computed in
accordance with SFAS 123(R), but, in accordance with SEC regulations, without giving effect to
estimated forfeitures. The assumptions used in determining the amounts in this column are set
forth in note 1 to Quipps consolidated financial statements included in the initial filing of
its Annual Report on Form 10-K for the fiscal year ended December 31, 2007.(3)
    
    Includes an automobile allowance of $12,000 in 2006 and 2007.(4)
    
    Includes $71,068 and $70,512 in sales commissions in 2006 and 2007, respectively. Mr.
Arrabal does not participate in Quipps Management Incentive Compensation Plan. Employment Agreements
   6




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Supplemental Executive Retirement Plan (SERP)
      7




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Outstanding Equity Awards At Fiscal Year End  2007
  Option Awards
    
    Stock AwardsNumber of
    
    Number of
    
    
    
    
    
    
    
    
    
    Number of
    
    MarketSecurities
    
    Securities
    
    
    
    
    
    
    
    
    
    Shares of
    
    Value ofUnderlying
    
    Underlying
    
    Option
    
    Option
    
    Stock That Have Not
    
    Shares That Have NotUnexercised Options
    
    Unexercised Options
    
    Exercise
    
    Expiration
    
    Vested
    
    VestedName
    
    Exercisable
    
    Unexercisable
    
    Price
    
    Date
    
    (#)
    
    ($)Michael S. Kady
    
    
    7,500
    
    
    
    2,500
    (1)
    
    $
    13.60
    
    
    
    2/15/11
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    (2)
    
    $
    34,000
    (3)
 
 (1)
    
    These options vest as on February 16, 2008.(2)
    
    Of the restricted shares listed, 5,000 shares vested on February 22, 2008 and 5,000 shares will
vest on April 25, 2009.(3)
    
    The amount shown is based on the $3.40 closing price of Quipp common stock on December 31,
2007, the last trading day in 2007, as reported on Nasdaq. Potential Payments Upon Termination or Change of Control
  
    
    payments and benefits provided on a nondiscriminatory basis to salaried
employees generally upon termination of employment, including under Quipps
tax-qualified defined contribution plan, and
    
    short-term incentive payments that would not be increased due to the
termination event.
 Change of Control and Severance Arrangements
   8




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9




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Acceleration of Vesting Provisions Pertaining to Stock Options and Restricted Stock Upon a Change
of Control
   Director Compensation
   Director Compensation Table  2007
 Fees Earned or
    
    Option Awards
    
    TotalName
    
    Paid in Cash
    
    ($)
    
    ($)William A. Dambrackas
    
    $
    17,600
    
    
    $
    
    
    
    $
    17,600Larry J. Gibson
    
    $
    16,400
    
    
    $
    
    
    
    $
    16,400Cristina H. Kepner
    
    $
    18,400
    
    
    $
    
    
    
    $
    18,400John D. Lori
    
    $
    18,454
    
    
    $
    
    
    
    $
    18,454Arthur J. Rawl
    
    $
    16,200
    
    
    $
    
    
    
    $
    16,200Robert C. Strandberg
    
    $
    17,200
    
    
    $
    
    
    
    $
    17,200David W. Wright*
    
    $
    13,282
    
    
    $
    
    
    
    $
    13,282
 
 *
    
    Mr. Wright resigned his position as a member of the Board of Directors on September 10, 2007. 10




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ITEM 12  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
  Number of Shares
    
    Percent ofName of Beneficial Owner
    
    Beneficially Owned
    
    Outstanding Shares(1)William A. Dambrackas(2)
    
    
    5,000
    
    
    
    *Lawrence J. Gibson(2)
    
    
    5,000
    
    
    
    *Michael S. Kady (3)
    
    
    23,160
    
    
    
    1.6
    %Cristina H. Kepner(4)
    
    
    26,174
    
    
    
    1.8
    %John D. Lori (2)(5)
    
    
    147,000
    
    
    
    9.9
    %Arthur J. Rawl(2)
    
    
    5,100
    
    
    
    *Robert C. Strandberg(2)
    
    
    
    
    
    
    *Angel Arrabal
    
    
    10
    
    
    
    *Eric Bello
    
    
    25
    
    
    
    *John Connors III
    
    
    23,986
    
    
    
    1.6
    %Mohammed Jamil
    
    
    35
    
    
    
    *Christer A. Sjogren
    
    
    858
    
    
    
    *David Switalski
    
    
    15
    
    
    
    *Aegis Financial Corp.(6)
    
    
    97,350
    
    
    
    6.6
    %Boston Avenue Capital, LLC.(7)
    
    
    114,516
    
    
    
    7.7
    %Farnam Street Partners, L.P.(8)
    
    
    233,574
    
    
    
    15.8
    %Kenneth G. Langone (9)
    
    
    79,607
    
    
    
    5.4
    %Pyramid Trading Limited Partnership (10)
    
    
    162,838
    
    
    
    11.0
    %David W. Wright (11)
    
    
    85,000
    
    
    
    5.8
    %All directors and executive officers as a group(12)
    
    
    241,363
    
    
    
    15.9
    %
 
 *
    
    Less than 1%(1)
    
    Applicable percentage of ownership is based on 1,477,746 shares of common stock outstanding
on April 9, 2008. Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission and means voting or investment power with respect to
securities. Shares of common stock issuable upon the exercise of stock options 11




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exercisable currently, or within 60 days of April 9, 2008, are deemed outstanding and to be
beneficially owned by the person holding such option for purposes of computing such persons
percentage ownership, but are not deemed outstanding for the purpose of computing the
percentage ownership of any other person.(2)
    
    Includes 5,000 shares underlying options. The options will be canceled in connection with
the merger.(3)
    
    Includes 10,000 shares underlying options and 5,000 shares of restricted stock. The options
will be canceled in connection with the merger.(4)
    
    Includes 10,000 shares underlying options. The options will be canceled in connection with
the merger.(5)
    
    Consists of 142,000 shares held jointly by JDL Partners, LP (JDL), JDL Capital, LLC (JDL
Capital) and John D. Lori (collectively, the JDL Reporting Persons). JDL is a Delaware
private investment partnership whose general partner is JDL Capital. JDL Capital is a
Delaware investment management firm that serves as the general partner of JDL. Mr. Lori is the
managing member of JDL Capital. JDL Capital and Mr. Lori disclaim beneficial ownership of the
shares held by JDL, except to the extent of any pecuniary interest therein. The address of the
JDL Reporting Persons is 106 Seventh Street, Suite 205, Garden City, New York 11530. The
information in this note is derived from a Schedule 13D filed with the Securities and Exchange
Commission on July 26, 2005 and Amendment No. 4 to the Schedule 13D, filed with the Securities
and Exchange Commission on December 14, 2005 by JDL, JDL Capital and Mr. Lori and information
provided to Quipp by JDL Capital.(6)
    
    Based on information filed by Aegis Financial Corporation (Aegis ), Scott L. Barbee and
William S. Berno, it appears that Messrs. Barbee and Berno have shared voting and dispositive
power with respect to 94,550 shares held by Aegis. Mr. Barbee also has sole voting power with
regard to an additional 2,000 shares, and Mr. Berno also has sole voting and dispositive power
with respect to an additional 800 shares; these shares are not held by Aegis. The address of
Aegis is 1100 North Glebe Road, Suite 1040, Arlington, Virginia 22201-4798. The information
in this note is derived from a Schedule 13G filed with the Securities and Exchange Commission
on December 31, 2007 by Aegis, Mr. Berno and Mr. Barbee.(7)
    
    The general manager of Boston Avenue Partners, LLC (Boston Avenue) is Value Fund Advisors,
LLC (VFA), and the manager of VFA is Charles M. Gillman. The address of Boston Avenue, VFA
and Mr. Gillman is 415 South Boston, 9th Floor, Tulsa, Oklahoma 74103. The information in
this note is derived from Amendment No. 1 to a Schedule 13D filed with the Securities and
Exchange Commission by Boston Avenue, VFA and Mr. Gillman on June 6, 2007.(8)
    
    The General Partner of Farnam Street Partners, L.P. (Farnam) is Farnam Street Capital, Inc.
(Farnam Street Capital). Raymond E. Cabillot is Chief Executive Officer and Chief Financial
Officer of Farnam Street Capital and Peter O. Haeg is President and Secretary of Farnam Street
Capital. Messrs. Cabillot and Haeg have shared beneficial ownership with regard to the shares
held by Farnam. The address of Farnam, Farnam Street Capital and Messrs. Cabillot and Haeg is
3033 Excelsior Boulevard, Suite 300, Minneapolis, Minnesota 55426. The information in this
note is derived from Amendment No. 2 to Schedule 13D filed with the Securities and Exchange
Commission on April17,2008 by Farnam, Farnam Street Capital and Messrs. Cabillot and Haeg.(9)
    
    Includes 33,891 shares held by Invemed Associates LLC. Mr. Langone is the Chairman of the
Board and President of Invemed Associates LLC and principal owner of its corporate parent.
The address of Mr. Langone is Invemed Associates LLC, 375 Park Avenue, New York, New York
10152. The information in this note is derived from Amendment No. 9 to a Schedule 13D filed
with the Securities and Exchange Commission on August 21, 2001 by Mr. Langone.(10)
    
    Pyramid Trading Limited Partnership has shared beneficial ownership with regard to all
162,838 shares with Oakmont Investments, LLC and Mr. Daniel Asher. Oakmont Investments, LLC
is the general partner of Pyramid Trading Limited Partnership, and Mr. Asher is Manager of
Oakmont Investments, LLC. The address of Pyramid Trading Limited Partnership, Oakmont
Investments, LLC and Mr. Asher is 440 S. LaSalle Street, Suite 700, Chicago, IL 60605. The
information in this note is derived from a Schedule 13D filed with the Securities and Exchange
Commission on July 3, 2000 and Amendment No. 1 to Schedule 13D filed with the Securities and
Exchange Commission on May 8, 2001 by Pyramid Trading Limited Partnership, Oakmont
Investments, LLC and Mr. Asher.(11)
    
    Consists of 58,600 shares beneficially owned directly by Henry Partners, L.P. (Henry
Partners) and 26,400 shares beneficially owned directly by Matthew Partners L.P. (Matthew
Partners) and in each case indirectly owned by Henry Investment Trust, L.P. (HIT), which is
the general partner of Henry Partners and Matthew Partners, and by David W. Wright, President
and Managing Member of Canine Partners, LLC, the general partner of HIT. The foregoing
information is derived from a Schedule 13D filed with the Securities and Exchange Commission
on November 20, 2006 and from Amendment No. 3 to the Schedule 13D filed with the Securities
and Exchange Commission on April 17,2008 by Henry Partners, Matthew Partners, HIT and Mr.
Wright.(12)
    
    Includes 45,000 shares underlying options and 5,000 shares with restricted stock. The stock
options will be canceled in connection with the merger. 12




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Equity Compensation Plan Information
 Number ofNumber of
    
    
    
    
    
    SecuritiesSecurities to be
    
    
    
    
    
    Remaining AvailableIssued Upon
    
    Weighted-Average
    
    for Future IssuanceExercise of
    
    Exercise Price of
    
    Under EquityPlan Category
    
    Outstanding Options
    
    Outstanding Options
    
    Compensation PlansEquity compensation plans approved
by security holders
    
    
    45,000
    
    
    $
    13.57
    
    
    
    140,389Equity compensation plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    45,000
    
    
    $
    13.57
    
    
    
    140,389
 13




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ITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Newstec Acquisition
   Director Independence
  14




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ITEM 14  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES
  Audit Fees
  Audit Related Fees
  Tax Fees
  All Other Fees
  15




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PART IV
 
 ITEM 15  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)
    
    
    1
    
    
    Financial Statements  See Index to Financial Statements in Item 8 of the Annual Report
on Form 10-K for the year ended December 31, 2006 (the Form 10-K) previously filed by the
Registrant.2
    
    
    Schedule II  Valuation and Qualifying Accounts was included in the Form 10-K.
All other schedules are omitted because they are inapplicable.3
    
    
    Exhibits (Note: The file number of all referenced reports and registration
statements is
0-14870.)
 ExhibitNo.3.1
    
    Articles of Incorporation, as amended (incorporated by reference
to Exhibit 3.2 to the Registrants Quarterly Report on Form 10-Q
for the quarter ended June 30, 2004).3.2
    
    By-Laws, as amended (Incorporated by reference to Exhibit 99.1 to
Registrants Current Report on Form 8-K, filed March 5, 2007).*10.1
    
    Quipp, Inc. Equity Compensation Plan, as amended (incorporated by
reference to Exhibit A to the Registrants Proxy Statement
relating to the Registrants 2005 Annual Meeting of Stockholders).*10.2
    
    Quipp, Inc. Supplemental Executive Retirement Plan (incorporated
by reference to Exhibit 99.1 to the Registrants Current Report on
Form 8-K, filed on October 31, 2005).*10.3
    
    Quipp Inc. Management Incentive Plan (incorporated by reference to
Exhibit 10.8 to the Registrants Annual Report on Form 10-K for
the fiscal year ended December 31, 1998).*10.4
    
    Change of Control Agreement, dated as of December 23, 2000, among
the Registrant, Quipp Systems, Inc. and Christer Sjogren
(incorporated by reference to Exhibit 10.7 to the Registrants
Annual Report on Form 10-K for the fiscal year ended December 31,
2000). Identical agreements, also dated as of December 23, 2000,
were entered into with David Switalski, Angel Arrabal and Mohammed
Jamil. In accordance with Instruction 2 of Item 601 of Regulation
S-K, those agreements need not be filed with this report.*10.5
    
    Change of Control Agreement, dated as of October 28, 2005, among
the Registrant, Quipp Systems, Inc. and Eric Bello (incorporated
by reference to Exhibit 99.3 to the Registrants Current Report on
Form 8-K, filed October 31, 2005).*10.6
    
    Employment Agreement, dated October 25, 2005, between the
Registrant and Michael S. Kady (incorporated by reference to
Exhibit 99.2 to the Registrants Current Report on Form 8-K, filed
 16




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ExhibitNo.October 31, 2005).*10.7
    
    Employment Agreement, dated August 10, 2005, between the
Registrant and John F. Connors, III (incorporated by reference to
Exhibit 99.1 to the Registrants Current Report on Form 8-K, filed
August 16, 2005).*10.8
    
    Summary of Directors Compensation.10.9
    
    Share Purchase Agreement, dated August 10, 2005, among the
Registrant, John F. Connors, III and Terence B Connors
(incorporated by reference to Exhibit 2.1 to the Registrants
Current Report on Form 8-K, filed August 16, 2005).10.10
    
    Agreement, dated as of October 19, 2006, by and among the Company
and JDL Capital, LLC, JDL Partners, L.P., John D. Lori, David S.
Dillmeier, Mark A. Goodman, Sean McCarthy, Edward McCoyd and
Michael McGee (incorporated by reference to Exhibit 99.1 to the
Registrants Current Report on Form 8-K, filed October 20, 2006.22
    
    Subsidiaries of the Registrant.23
    
    Consent of KPMG LLP. 31.1
    
    Certificate of the Chief Executive Officer of the Registrant
required by Rule 13a-14(a) under the Securities Exchange Act of
1934. 31.2
    
    Certificate of the principal financial officer of the Registrant
required by Rule 13a-14(a) under the Securities Exchange Act of
1934. 32.1
    
    Certificate of the Chief Executive Officer of the Registrant
required by Rule 13a-14(b) under the Securities Exchange Act of
1934 and U.S.C. Section 1350. 32.2
    
    Certificate of the principal financial officer of the Registrant
required by Rule 13a-14(b) under the Securities Exchange Act of
1934 and U.S.C. Section 1350.
 
 *
    
    Constitutes management contract or compensatory plan or
arrangement required to be filed as an exhibit to this form.
    
    Previously filed
    
    Filed herewith 17




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SIGNATURES
  Quipp, Inc.Date: April 30, 2008
    By:
    /s/ Michael S. KadyMICHAEL S. KADYPresident and Chief Executive Officer 18




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QUIPP, INC.
ANNUAL REPORT ON FORM 10-K
EXHIBIT INDEX
 ExhibitNo.3.1
    
    Articles of Incorporation, as amended (incorporated by reference
to Exhibit 3.2 to the Registrants Quarterly Report on Form 10-Q
for the quarter ended June 30, 2004).3.2
    
    By-Laws, as amended (Incorporated by reference to Exhibit 99.1 to
Registrants Current Report on Form 8-K, filed March 5, 2007).*10.1
    
    Quipp, Inc. Equity Compensation Plan, as amended (incorporated by
reference to Exhibit A to the Registrants Proxy Statement
relating to the Registrants 2005 Annual Meeting of Stockholders).*10.2
    
    Quipp, Inc. Supplemental Executive Retirement Plan (incorporated
by reference to Exhibit 99.1 to the Registrants Current Report on
Form 8-K, filed on October 31, 2005).*10.3
    
    Quipp Inc. Management Incentive Plan (incorporated by reference to
Exhibit 10.8 to the Registrants Annual Report on Form 10-K for
the fiscal year ended December 31, 1998).*10.4
    
    Change of Control Agreement, dated as of December 23, 2000, among
the Registrant, Quipp Systems, Inc. and Christer Sjogren
(incorporated by reference to Exhibit 10.7 to the Registrants
Annual Report on Form 10-K for the fiscal year ended December 31,
2000). Identical agreements, also dated as of December 23, 2000,
were entered into with David Switalski, Angel Arrabal and Mohammed
Jamil. In accordance with Instruction 2 of Item 601 of Regulation
S-K, those agreements need not be filed with this report.*10.5
    
    Change of Control Agreement, dated as of October 28, 2005, among
the Registrant, Quipp Systems, Inc. and Eric Bello (incorporated
by reference to Exhibit 99.3 to the Registrants Current Report on
Form 8-K, filed October 31, 2005).*10.6
    
    Employment Agreement, dated October 25, 2005, between the
Registrant and Michael S. Kady (incorporated by reference to
Exhibit 99.2 to the Registrants Current Report on Form 8-K, filed
October 31, 2005).*10.7
    
    Employment Agreement, dated August 10, 2005, between the
Registrant and John F. Connors, III (incorporated by reference to
Exhibit 99.1 to the Registrants Current Report on Form 8-K, filed
August 16, 2005).*10.8
    
    Summary of Directors Compensation.10.9
    
    Share Purchase Agreement, dated August 10, 2005, among the
 19




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ExhibitNo.Registrant, John F. Connors, III and Terence B Connors
(incorporated by reference to Exhibit 2.1 to the Registrants
Current Report on Form 8-K, filed August 16, 2005).10.10
    
    Agreement, dated as of October 19, 2006, by and among the Company
and JDL Capital, LLC, JDL Partners, L.P., John D. Lori, David S.
Dillmeier, Mark A. Goodman, Sean McCarthy, Edward McCoyd and
Michael McGee (incorporated by reference to Exhibit 99.1 to the
Registrants Current Report on Form 8-K, filed October 20, 2006.22
    
    Subsidiaries of the Registrant.23
    
    Consent of KPMG LLP.31.1
    
    Certificate of the Chief Executive Officer of the Registrant
required by Rule 13a-14(a) under the Securities Exchange Act of
1934.31.2
    
    Certificate of the principal financial officer of the Registrant
required by Rule 13a-14(a) under the Securities Exchange Act of
1934.32.1
    
    Certificate of the Chief Executive Officer of the Registrant
required by Rule 13a-14(b) under the Securities Exchange Act of
1934 and U.S.C. Section 1350.32.2
    
    Certificate of the principal financial officer of the Registrant
required by Rule 13a-14(b) under the Securities Exchange Act of
1934 and U.S.C. Section 1350.
 
 *
    
    Constitutes management contract or compensatory plan or
arrangement required to be filed as an exhibit to this form.
    
    Previously filed
    
    Filed herewith 20