**UNITED STATES**

**SECURITIESAND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

**FORM 10-K/A**

 

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**AMENDMENT TO**

**ANNUAL****REPORT****PURSUANT****TO****SECTION** **13****OR****15(d)****OF**

**THE****SECURITIES****EXCHANGE****ACT****OF 1934**

**For thefiscal year ended December 31, 2001**

 

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**CommissionFile Number: 0-11625**

 

**MFICCORPORATION**

(Exact name of registrant as specified in itscharter)

 

| **Delaware**                              |   | **04-2793022**                        |
|-------------------------------------------|--------|---------------------------------------|
| (State  or other jurisdiction of          |   | (I.R.S.  Employer Identification No.) |
| incorporation  or organization)           |   |                                  |
|                                      |   |                                  |
| **30  Ossipee Road, P.0. Box 9101**       |   |                                  |
| **Newton,  Massachusetts**                |   | **02464-9101**                        |
| (Address  of principal executive offices) |   | (Zip  Code)                           |

 

**Registrant’stelephone number, including area code: (617) 969-5452**

**Securitiesregistered pursuant to Section 12(b) of the Act:  None**

**Securitiesregistered pursuant to Section 12(g) of the Act: Common Stock, $.01 par value**

 

                The undersigned registranthereby amends the following items, financial statements, exhibits, or otherportions of its Annual Report for the fiscal year ended December 31, 2001 onForm 10K as set forth in the pages attached hereto:

 

                1.             Part III:     Item10 — Directors and Executive Officers of the Registrant.

 

                2.             Part III:    Item 11 — Executive Compensation.

 

                3.             Part III:     Item 12 — Security Ownership of Certain Beneficial Owners and

                                                  Management.

 

                4.             Part III:    Item 13 — Certain Relationships and Related Transactions.

 

                5.             Part IV:     Item14 — Exhibits, Financial Statement Schedules, and Reports on

                                                  Form 8 K; Section 3.

 

##### ** **

 

 

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##### ** **

##### **PART III**

 

**Item 10.****DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT**

 

                Thenames of the Company’s current directors, executive officers, directors electand certain information about them are set forth below:

 
| **Name**            |   | **Age** |   | **Title**                                                                |   |
|---------------------|--------|---------|--------|--------------------------------------------------------------------------|--------|
|                |   |    |   |                                                                     |   |
| Irwin J. Gruverman  |   | 68      |   | Chief Executive Officer,  Chairman of the Board, Treasurer and Secretary |   |
|                |   |    |   |                                                                     |   |
| Robert P. Bruno     |   | 64      |   | President and Chief  Operating Officer                                   |   |
|                |   |    |   |                                                                     |   |
| James N. Little     |   | 61      |   | Director                                                                 |   |
|                |   |    |   |                                                                     |   |
| Vincent B. Cortina  |   | 64      |   | Director                                                                 |   |
|                |   |    |   |                                                                     |   |
| Edward T. Paslawski |   | 51      |   | Director                                                                 |   |
|                |   |    |   |                                                                     |   |
| Leo Pierre Roy      |   | 44      |   | Director                                                                 |   |

 

             IRWIN J.GRUVERMAN has served as the Chief Executive Officer, Chairman of the Board ofDirectors and Secretary of the Company since its inception in 1983. FromNovember 21, 2000 until May 17, 2001 Mr. Gruverman served as the Company’sPresident. He also currently serves as the Company’s Treasurer.  From the Company’s inception in 1983 toFebruary 1993, Mr. Gruverman served as its President.  In addition, Mr. Gruverman currently serves on the Board ofDirectors of the following public companies: North American Scientific, Inc.; InVitro International, Inc.; andDecision*L*ink,Inc.

 

                JAMESN. LITTLE has served as a director of the Company since December 1995. Dr.Little serves as President of Cetek Corporation, a biotechnology drug discoverycompany. From August 1998 until December 26, 2001, Dr. Little served as SeniorVice President of Cetek..  Prior tothat, from 1981 to August 1998, Dr. Little served as a Senior Vice President ofSales, Marketing and Business Development for Zymark Corporation, amanufacturer of scientific instrumentation.

 

               VINCENT B. CORTINA has served as adirector of the Company since May 1997. Since 1999, Mr. Cortina has served as Director of Operations for AdvancedInstruments, Inc., a manufacturer of laboratory and clinical instruments.  Prior to that he served as a self-employedbusiness consultant.  From 1990 to 1996he served as President of Advanced Monitors, Inc., a company which develops andmanufactures industrial and commercial instruments.

 

 

 

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                EDWARDT. PASLAWSKI has served as a director of the Company since June 2000. Mr.Paslawski is the New England Regional Manager and Vice President of LaSalle BusinessCredit, Inc., an asset-based lending subsidiary of LaSalle Bank. Mr. Paslawskiis the founder and managing partner of Durham Capital, LLC, aninvestment-banking firm specializing in arranging and investing equity instart-ups and growth companies.  Thecompany also arranges senior debt, equipment leasing, mezzanine financing andprovides merger and acquisition advisory services. He also serves as theChairman of Coastal Ventures Limited Partnership.  Mr. Paslawski has twenty-five years of commercial banking andventure capital experience in senior lending positions with major US andInternational Banks including National Bank of Canada, Meridian Capital Corp.,First National Bank of Boston, and The Industrial Bank of Japan.

 

                LEO PIERRE ROY hasserved as a director of the Company since June 2000. Mr. Roy has more than 20years of experience as a senior manager and consultant. Mr. Roy is the VicePresident and Chief Operating Officer of The Bioengineering Group, Inc., a firmengaged in consulting in the areas of erosion control, water quality,ecological restoration and bioremediation. Between 1998 and 2000 he served as the President of Houqua &Company, Inc., a consulting firm specializing in strategic planning anddevelopment services.  From 1997 to 1998,Mr. Roy served as President and Chief Operating Officer of Energy AnswersCorporation, a designer, developer and owner of resource recovery, power,recycling and solid waste management companies.  From 1992 to 1996, Mr. Roy served first as Director of WastePolicy and Planning and later as Undersecretary of the Executive Office ofEnvironmental Affairs for the Commonwealth of Massachusetts.  From 1990 to 1991, Mr. Roy was the RegionalManager of Special Projects for Waste Management, Inc.  From 1985 to 1989, he was the Vice Presidentand Chief Operating Officer of Orne Enterprises, a venture capital,environmental technology holding company.

 

# **SECTION 16(A) BENEFICIAL OWNERSHIPREPORTING COMPLIANCE**

 

                Section16(a) of the Securities and Exchange Act of 1934 requires the Company’sdirectors and executive officers, and persons who own more than ten percent ofthe Company’s Common Stock (“Reporting Persons”), to file reports of ownershipand changes in ownership with the Securities and Exchange Commission (the“SEC”).  Reporting Persons are requiredby SEC regulations to furnish the Company with copies of all Section 16(a)forms they file.

 

                Exceptas provided below, to the Company’s knowledge, based solely on a review of thecopies of such forms received by the Company and on written representationsfrom certain Reporting Persons, the Company believes that during the year endedDecember 31, 2001, all Section 16(a) filing requirements applicable to itsdirectors, executive officers and greater than ten percent beneficial ownerswere met.  The Form 5 filing for theyear ending 2001 pursuant to Section 16A required to be filed by certainmembers of the Company’s Board of Directors (Messrs.Irwin J. Gruverman, EdwardT. Paslawski, Vincent B. Cortina, James N. Little and Leo Pierre Roy), whichthe Company has undertaken to file, were filed with the SEC one day late onFebruary 15, 2002.

 

 

 

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**Item 11. EXECUTIVE COMPENSATION**

# ** **

 
|                                   |   |     |   | **Annual  Compensation** |    | **Long-Term  Compensation** |   |
|----------------------------------------|--------|----------|--------|--------------------------|---------|-----------------------------|--------|
| **Name and Principal Position**        |   | **Year** |   | **Salary**               |    | **Bonus**                   |   | **Securities  Underlying Stock Options (#)** |   | **All Other  Compensation(1)** |   |
| Irwin J. Gruverman                     |   | 2001     |   | $                        | 95,000  |                        | 0      |   | 75,000 |   |   |   |
| Chief Executive Officer, Chairman of   |   | 2000     |   | $                        | 95,000  |                        | 0      |   | 40,000 |   |   |   |
| the Board of Directors, Treasurer and  |   | 1999     |   | $                        | 75,000  |                        | 0      |   |   |   | $ | 800 |   |
| Secretary                              |   |     |   |                     |    |                        |   |   |   |   |   |
| Robert P. Bruno                        |   | 2001     |   | $                        | 118,059 |                        |   |   | 125000 |   |   |   |
| President, Chief Operating Office, and |   | 2000     |   | $                        | 112,207 |                        |   |   | 35000 |   |   |   |
| Vice President Sales / Marketing       |   | 1999     |   | $                        | 97,850  |                        |   |   |   |   |   |   |
|                                        |        |          |        |                          |         |                             |        |  |  |  |  |  |  |

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 (1)           Consists of the Company’s matching contributionsmade under its 401(k) plan on behalf of each Named Executive Officer.

 

Aggregated Option Exercises and FiscalYear-end Values

 

The following tablesummarizes for each of the Named Executive Officers unexercised options held atDecember 31, 2001.  None of the NamedExecutive Officers held any stock appreciation rights or exercised any stockoptions or stock appreciation rights during 2001. The value of unexercisedin-the-money options at the fiscal year end is the difference between theexercise price and the fair market value of the underlying stock on December31, 2001 the last business day of the fiscal year.  The closing price of the Company’s Common Stock in the NASDAQStock Market on such date was $0.42.

 

 

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# **December 31, 2001 Option Values**

 
|               |   | **Number of Securities Underlying  Unexercised Options  at Fiscal Year End** |   | **Value of Unexercised  In-The-Money Options at  Fiscal Year End(1)** |   |
|--------------------|--------|------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------|--------|
| **Name**           |   | **Exercisable**                                                              |   | **Unexercisable**                                                     |   | **Exercisable** |   | **Unexercisable** |   |
| Irwin J. Gruverman |   | 226,250                                                                      |   |  88,750                                                          |   | $ | 7,200 |   | $ | 7,200 |   |
| Robert P. Bruno    |   | 135,000                                                                      |   | 137,500                                                               |   | $ | 5,425 |   | $ | 5,425 |   |

 

______________________

(1)              Actual gains,if any, on exercise will depend on the value of the Common Stock on the date ofsale of any shares acquired upon exercise of the option.  The Named Executive Officers held options,exercisable or unexercisable, at exercisable prices above the fair market valueof the Common Stock on December 31, 2001 as reported by the NASDAQ StockMarket.

 

 

Option Repricing

 

                 In October 1998, the Board of Directors and the CompensationCommittee voted to reprice substantially all of the outstanding stock optionsof the Company to provide that the exercise price of such options would be thefair market value of the Common Stock on October 5, 1998, or $1.125.  The Company repriced the options by amendingthem or cancelling them and granting new replacement options.  The repriced options also contain a vestingschedule different than the options that they replaced.  All options granted on or before October 6,1996 were replaced with options that vest in three equal installments onOctober 6, 1998, October 6, 1999 and October 6, 2000.  All options that were granted after October 6, 1996, werereplaced with options that vest in four equal installments on October 6, 1998,October 6, 1999 and October 6, 2000 and October 6, 2001.  The Board of Directors and the CompensationCommittee repriced the options to serve as further incentive to the executiveofficers of the Company, as well as to numerous other employees.  See “Option Grants in Last Fiscal Year.”

 

Compensation of Directors

 

                Commencingon January 1, 2000, Directors, with the exception of Mr. Gruverman, received$8,000 annually, payable in equal quarterly installments, for all meetings ofthe Board of Directors and any committee thereof for which they attended andare reimbursed for reasonable expenses incurred in attending suchmeetings.  Mr. Little holds options topurchase 77,500 shares of Common Stock at an average exercise price of $1.00per share.  Mr. Cortina holds options topurchase 62,500 shares of Common Stock at an average exercise price of $.94 pershare. Mr. Paslawski holds options to purchase 40,000 shares of Common Stock atan exercise price of $0.85 per share. Mr. Roy holds options to purchase 40,000shares of Common Stock at an exercise price of $0.85 per share. Messrs. Little,Cortina, Paslawski and Roy were granted the foregoing options pursuant to the1989 Non-Employee Director Stock Option Plan (the “1989 Plan”), whichautomatically grants to each non-employee director of the Company who holdsoffice at the beginning of each fiscal year an option to purchase 7,500 sharesof the Company’s Common Stock.  Upon anynon-employee director’s first appointment to the Board

 

 

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of Directors, that director receives anautomatic grant of an option to purchase 25,000 shares of the Company’s CommonStock.  Options granted pursuant to the1989 Plan vest in four equal installments commencing six months from the dateof grant and thereafter on the next three anniversaries of the date of grant.

 

Employment Agreements

 

                TheCompany entered into a letter agreement dated December 31, 2001 with Irwin J.Gruverman, the Company’s Chief Executive Officer, Chairman of the Board,President, Treasurer and Secretary, pursuant to which Mr. Gruverman’scompensation for the 2002 fiscal year was established at $65,000, with Mr.Gruverman being eligible to participate in a pool for bonus compensation undercertain circumstances.

 

 

 

 

**Item 12.**    **SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT**

 

# **PRINCIPAL HOLDERS OF VOTINGSECURITIES**

 
| **Name and Address of Beneficial Owner**                               |   | **Amount and  Nature of  Beneficial Ownership(1)** |   | **Percent of  Class(2)** |   |
|------------------------------------------------------------------------|--------|----------------------------------------------------|--------|--------------------------|--------|
| Irwin J. Gruverman(3)30 Ossipee Road  Newton, Massachusetts 02464-9101 |   | 1,822,115                                          |   | 24.56                    | %      |
| Bret A. Lewis  11323 Skogen Lane  Grand Haven, Michigan 49417          |   | 700,100                                            |   | 9.44                     | %      |
| J.B. Jennings  134 Cascade Drive  Battle Creek, Michigan 49015         |   | 700,000                                            |   | 9.44                     | %      |
| G.D. Searle & Co.(4)Box 511D  Chicago, Illinois 60680              |   | 600,000                                            |   | 8.09.                    | %      |

 

______________________

(1)              Informationwith respect to beneficial ownership is based upon information furnished bysuch shareholder.

(2)              Shares ofCommon Stock that a person or entity has the right to acquire within 60 days ofMay 1, 2002, according to EquiServe L.P. the Company’s Transfer agent, pursuantto the exercise of options are deemed to be outstanding for the purpose of computingthe percentage ownership of such person or entity, but are not deemed to beoutstanding for the purpose of computing the percentage ownership of any otherperson or entity shown in the table. Percentage ownership is based on 7,419,405 shares of Common Stock issuedand outstanding on April 29, 2002.

(3)              Consists of (i)121,300 shares of Common Stock, (ii) 226,250 shares of Common Stock subject tocurrently exercisable options, (iii) 274,505 shares of Common Stock ownedjointly by Mr. Gruverman and his wife, (iv)

 

 

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100,000 shares of CommonStock owned by his wife.  Mr. Gruvermandisclaims beneficial ownership of the 100,000 shares of Common Stock owned byhis wife, (v) 100,000 warrants granted on 9/23/99, and (vi) 1,000,000 shares ofRestricted Common Stock purchased by Mr. Gruverman on February 28, 2000.

(4)              Informationwith respect to beneficial ownership is based upon information furnished byG.D. Searle & Co. in a Form 4 filed with the Securities and ExchangeCommission on January 5, 1994.

 

Beneficial Ownership of Directors andExecutive Officers

 

     The following table sets forth for current directors and eachexecutive officer named in the Summary Compensation Table set forth in Item 11,the positions currently held by each person with the Company and the number andpercentage of outstanding shares of Common Stock beneficially owned by eachperson and by all current directors and executive officers as a group as ofApril 29, 2002.

 

 
|                                      |   | **Positions and Offices with  the Company(1)**                |   | **Amount and Nature of  Beneficial Ownership(2)(3)** |   | **Percent of Class** |   |
|-------------------------------------------|--------|---------------------------------------------------------------|--------|------------------------------------------------------|--------|----------------------|--------|
| Irwin J. Gruverman                        |   | Chief Executive Officer,                                      |   | 1,822,115                                            | (4)    | 24.56                | %      |
|                                      |   | Chairman of the Board of  Directors, Secretary, and Treasurer |   |                                                 |   |                 |   |
| Robert P. Bruno                           |   | President, Chief Operating                                    |   | 157,050                                              | (9)    | *                    |   |
|                                      |   | Officer, and Vice  President Sales / Marketing                |   |                                                 |   |                 |   |
| James N. Little                           |   | Director                                                      |   | 66,250                                               | (5)    | *                    |   |
| Vincent B. Cortina                        |   | Director                                                      |   | 51,250                                               | (6)    | *                    |   |
| Edward T. Paslawski                       |   | Director                                                      |   | 24,375                                               | (7)    | *                    |   |
| Leo Pierre Roy                            |   | Director                                                      |   | 24,375                                               | (8)    | *                    |   |
| All current directors and                 |   | —                                                        |   | 2,145,415                                            | (10)   | 28.91                | %      |
| executive officers as a group (6 persons) |   |                                                          |   |                                                 |   |                 |   |

______________________

(1)              Eachindividual, except Mr. Bruno  is  also a nominee for Director to be elected at the Meeting.

(2)              Unlessotherwise indicated, each person possesses sole voting and investment powerwith respect to the shares.

(3)              Shares ofCommon Stock that a person has the right to acquire within 60 days of May 1,2002, pursuant to the exercise of options are deemed to be outstanding for thepurpose of computing the percentage ownership of such person, but are notdeemed to be outstanding for the purpose of computing the percentage ownershipof any other person shown in the table. The inclusion herein of any shares of Common Stock deemed beneficially

 

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owned does not constitute anadmission of beneficial ownership of those shares.  Percentage ownership is based on 7,419,405 shares of Common Stockissued and outstanding on April 29, 2002.

(4)              Consists of(i) 121,300 shares of Common Stock, (ii) 226,250 shares of Common Stocksubject to currently exercisable options, (iii) 274,505 shares of CommonStock owned jointly by Mr. Gruverman and his wife, (iv) 100,000 shares ofCommon Stock owned by his wife, (v) 100,000 Common Stock purchasewarrants, and 1,000,000 shares of restricted Common Stock.  Mr. Gruverman disclaims beneficial ownershipof the 100,000 shares of Common Stock owned by his wife.

(5)              Consists of66,250 shares of Common Stock subject to currently exercisable options.

(6)              Consists of51,250 shares of Common Stock subject to currently exercisable options.

(7)              Consists of24,375 shares of Common Stock subject to currently exercisable options.

(8)           Consists of24,375 shares of Common Stock subject to currently exercisable options.

(9)              Consists of153,750 shares of Common Stock subject to currently exerciseable options, and3,300 shares of Common Stock.

(10)          Includes 546,250 shares ofCommon Stock subject to currently exercisable options.  See footnotes 4 through 9 above.

 

 

 

**Item 13.****CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**

 

The Company entered into aconsulting agreement with Mr. Cortina dated January 2, 2002 (the “ConsultancyAgreement”). Pursuant to the Consultancy Agreement Mr. Cortina will assist theCompany with the planning, marketing and sale of the Company’s patented andproprietary “Dual Stream” high-pressure mixer/reactor Microfluidizer®system  The Consultancy Agreement has aninitial term of six (6) months and will automatically renew and  extend for an additional six month periodunless earlier terminated by the Company. Mr. Cortina receives compensationunder the Consultancy Agreement at a rate of $250 per day.

 

                TheCompany and G&G Diagnostics Corp. (“G&G”), a corporation of which Mr.Gruverman is the President, sole employee and sole stockholder, have enteredinto an agreement (the “Letter Agreement”) whereby G&G leases space from,and makes payments to, the Company for rent and direct expenses based onquarterly invoices provided by the Company. The total amount paid to the Company by G&G for rent andreimbursement of expenses in 2000 was approximately $30,407, of which $9,000was for services provided to G&G by an employee of the Company.

 

                During2001, the Company leased a facility in South Haven, Michigan from B-2Enterprises, Inc.  This entity is ownedand controlled by Messrs. J.B. Jennings and Bret A. Lewis.  In 2001, the Company paid B-2 Enterprises,Inc. approximately $102,180 in rent.

 

                OnAugust 14, 1998, the Company purchased substantially all of the assets andassumed certain liabilities of Epworth Manufacturing Company (“Epworth”) andMorehouse-COWLES, Inc. (“Morehouse”) pursuant to an Asset Purchase Agreementdated as of June 19, 1998 by and among the Company, Epworth and Morehouse.  Messrs. Jennings and Lewis (“Sellers”) arethe only stockholders of both Epworth and Morehouse.  The purchased assets included cash and cash equivalents, accountsand notes receivables, inventories, machinery and equipment, intellectualproperty rights, furniture and fixtures and leasehold interests andimprovements.  In accordance with theAsset Purchase Agreement, the Company paid or delivered to Sellers (i) $5,508,480in cash, (ii) two subordinated promissory notes in the aggregate principalamount of $800,000, and (iii) 900,000 shares of the Company’s Common Stock,subject to the restrictions set forth in a Stockholders Agreement among theCompany and Sellers dated August 14, 1998. As of

 

 

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December 31, 1999, the Company owed theSellers $775,000.  The amount ofconsideration paid by the Company for the assets was determined by theCompany’s Board of Directors based, in part, upon a fairness opinion providedto the Board of Directors by its financial advisor.

 

                OnDecember 20, 1999 the Company signed an agreement in principle (the “AgreementIn Principle”) with the Sellers.  TheAgreement In Principle set forth understandings among the parties concerningrestructuring of the Company’s subordinated debt and resolution of variousdisputes.  On January 17, 2000 adefinitive settlement agreement incorporating these subject matters wasexecuted between the parties (the “Settlement Agreement”).  Pursuant to this Settlement AgreementSellers’ subordinated loans totaling $775,000 was restructured upon the closingof the new senior loan facility.  Suchrestructuring included all outstanding and unpaid interest and setoffs to suchnotes provided for under the terms of the August 14, 1998 Asset PurchaseAgreement.  At the closing $500,000 ofthis debt was converted to 500,000 shares of Common Stock.  The Company retained the right to repurchasesuch shares for a 3 year period at a per share price of $1.75.  The remaining $300,000 was structured as anew subordinated promissory note with annual interest at 10%, with interestonly being paid in the first year, and the principal together with interestthen being amortized over 4 years starting in the second year.  A disputed lease between the Company and oneof the Seller’s entities for property located in South Haven, Michigan, whichwas the subject of a suit to terminate filed by the Company, was voluntarilydismissed in return for the payment by the Company of a total of $58,000.  The initial payment in the amount of $30,000was paid on January 19, 2000 upon execution of the Settlement Agreement and thebalance on February 28, 2000.  Also onthe latter date, the 500,000 shares of restricted Common Stock were issued tothe Sellers as required by the Settlement Agreement in connection with theclosing by the Company of a new senior credit facility as described below.  The Company dismissed with prejudice byjoint stipulation its lawsuit to terminate the lease.  The Company and the Sellers executed a mutual release ofliability related to the August 14, 1998 Asset Purchase Agreement.

 

                OnFebruary 28, 2000 the Company entered into a revolving credit and term loanagreement with National Bank of Canada (the “Lender”) providing the Companywith a $4,475,000 three-year revolving credit and term loan facility (the“Credit Facility”).  As one of theLender’s conditions precedent to the closing of the Credit Facility, theCompany’s Chairman, Irwin Gruverman, at the closing of the Credit Facility,purchased an aggregate sum of 1,000,000 shares of restricted common stock ofthe Company for $250,000.

 

 

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**SIGNATURES**

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934 asamended, the Registrant has duly caused this amendment to be signed on itsbehalf by the undersigned thereunto duly authorized.

 
|           | **MFIC CORPORATION** |
|----------------|----------------------|
|           |                 |   |
|           | By:                  | /s/  Irwin J. Gruverman |
|           |                 | Irwin  J. Gruverman |
|           |                 | Chief Executive Officer  and |
|           |                 | Chairman of the Board |
| April 29, 2002 |                 |   |

 

                Pursuant to therequirements of the Securities Exchange Act of 1934, as amended, this amendmenthas been duly signed on its behalf by the undersigned thereunto dulyauthorized, in the city of Newton, Commonwealth of Massachusetts, on the 29thday of April 2002.

 

 

| **Signature**             |   | **Title**                                                             |   | **Date**        |   |
|---------------------------|--------|-----------------------------------------------------------------------|--------|-----------------|--------|
|                      |   |                                                                  |   |            |   |
| /s/ Irwin J. Gruverman    |   | Chief Executive Officer  (Principal                                   |   | April  29, 2002 |   |
| Irwin J. Gruverman        |   | Executive Officer,  Chairman of the Board of Directors and Secretary) |   |            |   |
|                      |   |                                                                  |   |            |   |
| /s/ James N. Little       |   | Director                                                              |   | April  29, 2002 |   |
| James N. Little           |   |                                                                  |   |            |   |
|                      |   |                                                                  |   |            |   |
| /s/  Vincent Cortina |   | Director                                                              |   | April  29, 2002 |   |
| Vincent Cortina           |   |                                                                  |   |            |   |
|                      |   |                                                                  |   |            |   |
| /s/Leo Pierre Roy         |   | Director                                                              |   | April  29,2002  |   |
| Leo Pierre Roy            |   |                                                                  |   |            |   |
|                      |   |                                                                  |   |            |   |
| /s/Edward T. Paslawski    |   | Director                                                              |   | April  29, 2002 |   |
| Edward T. Paslawski       |   |                                                                  |   |            |   |

 

 

 

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