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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2005
 OR
 o
    
    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: 0-27316
 Molecular Devices Corporation
  Delaware
(State or other jurisdiction of incorporation or
organization)
    
    94-2914362
(I.R.S. Employer Identification No.)
 
 
 þ o
 þ o




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MOLECULAR DEVICES CORPORATION
 FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2005
 INDEX
 PAGENUMBERPART I.
    
    FINANCIAL INFORMATION
    
    
    3ITEM 1.
    
    FINANCIAL STATEMENTS
    
    
    3CONDENSED CONSOLIDATED BALANCE SHEETS June 30, 2005 and December 31, 2004
    
    
    3CONDENSED CONSOLIDATED STATEMENTS OF INCOME Three and Six Months Ended June 30, 2005 and 2004
    
    
    4CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2005 and 2004
    
    
    5NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
    
    6ITEM 2.
    

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    11ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    22ITEM 4.
    
    CONTROLS AND PROCEDURES
    
    
    22PART II.
    
    OTHER INFORMATION
    
    
    22ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    22ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    23ITEM 6.
    
    EXHIBITS
    
    
    24SIGNATURE
    
    
    
    
    25EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1
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PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 MOLECULAR DEVICES CORPORATION
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (in thousands, except share and per share amounts, unaudited)
 June 30,
    
    December 31,2005
    
    2004ASSETSCurrent assets:Cash and cash equivalents
    
    $
    12,465
    
    
    $
    30,175Accounts receivable, net
    
    
    35,061
    
    
    
    36,995Inventories, net
    
    
    24,837
    
    
    
    25,785Deferred tax assets
    
    
    8,438
    
    
    
    9,654Prepaids and other current assets
    
    
    2,736
    
    
    
    2,780Total current assets
    
    
    83,537
    
    
    
    105,389Equipment and leasehold improvements, net
    
    
    10,790
    
    
    
    11,762Goodwill
    
    
    104,228
    
    
    
    104,228Intangible assets
    
    
    40,483
    
    
    
    30,243Other assets
    
    
    3,289
    
    
    
    3,607Total assets
    
    $
    242,327
    
    
    $
    255,229LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    6,924
    
    
    $
    7,085Accrued compensation
    
    
    5,135
    
    
    
    8,447Other accrued liabilities
    
    
    11,507
    
    
    
    14,995Deferred revenue
    
    
    7,133
    
    
    
    7,306Total current liabilities
    
    
    30,699
    
    
    
    37,833Other long-term liabilities
    
    
    1,128
    
    
    
    1,452Deferred tax liabilities
    
    
    5,251
    
    
    
    5,324Total liabilities
    
    
    37,078
    
    
    
    44,609Commitments and contingencies (Note 8)Stockholders equity:Common stock, $.001 par value;
60,000,000 shares authorized;
19,766,025 and 19,363,579 shares
issued and 16,739,579 and 17,152,610
shares outstanding at June 30, 2005
and December 31, 2004, respectively
    
    
    20
    
    
    
    19Additional paid-in capital
    
    
    265,883
    
    
    
    262,676Accumulated deficit
    
    
    (2,991
    )
    
    
    (8,873
    )Treasury stock, at cost; 3,026,446 and
2,429,446 shares at June 30, 2005 and
December 31, 2004, respectively
    
    
    (58,857
    )
    
    
    (46,595
    )Deferred stock compensation
    
    
    
    
    
    
    (113
    )Accumulated other comprehensive income
    
    
    1,194
    
    
    
    3,506Total stockholders equity
    
    
    205,249
    
    
    
    210,620Total liabilities and stockholders equity
    
    $
    242,327
    
    
    $
    255,229
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MOLECULAR DEVICES CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 (in thousands, except per share amounts, unaudited)
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Revenues
    
    $
    44,537
    
    
    $
    32,205
    
    
    $
    83,602
    
    
    $
    59,542Cost of revenues
    
    
    17,600
    
    
    
    12,075
    
    
    
    32,647
    
    
    
    22,318Gross profit
    
    
    26,937
    
    
    
    20,130
    
    
    
    50,955
    
    
    
    37,224Operating expenses:Research and development
    
    
    6,309
    
    
    
    4,709
    
    
    
    12,535
    
    
    
    8,726Selling, general and administrative
    
    
    14,593
    
    
    
    11,616
    
    
    
    28,907
    
    
    
    22,536Total operating expenses
    
    
    20,902
    
    
    
    16,325
    
    
    
    41,442
    
    
    
    31,262Income from operations
    
    
    6,035
    
    
    
    3,805
    
    
    
    9,513

    
    
    
    5,962Interest and other income (expense), net
    
    
    (62
    )
    
    
    49
    
    
    
    (26
    )
    
    
    85Income before income taxes
    
    
    5,973
    
    
    
    3,854
    
    
    
    9,487
    
    
    
    6,047Income tax provision
    
    
    (2,270
    )
    
    
    (1,349
    )
    
    
    (3,605
    )
    
    
    (2,113
    )Net income
    
    $
    3,703
    
    
    $
    2,505
    
    
    $
    5,882
    
    
    $
    3,934Basic net income per share
    
    $
    0.22
    
    
    $
    0.18
    
    
    $
    0.35
    
    
    $
    0.27Diluted net income per share
    
    $
    0.22
    
    
    $
    0.17
    
    
    $
    0.34
    
    
    $
    0.27Shares used in computing basic net income per share
    
    
    16,872
    
    
    
    14,246
    
    
    
    16,989
    
    
    
    14,414Shares used in computing diluted net income per share
    
    
    17,135
    
    
    
    14,394
    
    
    
    17,261
    
    
    
    14,588
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MOLECULAR DEVICES CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands, unaudited)
 Six Months EndedJune 30,2005
    
    2004Cash flows from operating activities:Net income
    
    $
    5,882
    
    
    $
    3,934Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    3,352
    
    
    
    2,616Amortization of intangible assets
    
    
    1,409
    
    
    
    272Amortization of deferred stock compensation
    
    
    113
    
    
    
    Equity investment exchanged for services
    
    
    262
    
    
    
    261Income tax benefit realized as a result of employee exercises of stock options
    
    
    248
    
    
    
    (Increase) decrease in assets:Accounts receivable, net
    
    
    738
    
    
    
    4,073Inventories
    
    
    (260
    )
    
    
    702Deferred tax assets
    
    
    1,198
    
    
    
    2Other current assets
    
    
    10
    
    
    
    23Increase (decrease) in liabilities:Accounts payable
    
    
    (136
    )
    
    
    271Accrued liabilities
    
    
    (7,032
    )
    
    
    (1,844
    )Deferred revenue
    
    
    21
    
    
    
    (78
    )Net cash provided by operating activities
    
    
    5,805
    
    
    
    10,232Cash flows from investing activities:Proceeds from sales and maturities of short-term investments
    
    
    
    
    
    
    9,850Capital expenditures
    
    
    (1,511
    )
    
    
    (1,859
    )Purchase of intangible assets
    
    
    (10,035
    )
    
    
    Increase in intangible assets
    
    
    (2,017
    )
    
    
    Decrease (increase) in other assets
    
    
    319
    
    
    
    (3,103
    )Net cash provided by (used in) investing activities
    
    
    (13,244
    )
    
    
    4,888Cash flows from financing activities:Issuance of common stock, net
    
    
    2,959
    
    
    
    1,314Purchase of treasury stock
    
    
    (12,262
    )
    
    
    (12,026
    )Net cash used in financing activities
    
    
    (9,303
    )
    
    
    (10,712
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (968
    )
    
    
    (502
    )Net (decrease) increase in cash and cash equivalents
    
    
    (17,710
    )
    
    
    3,906Cash and cash equivalents at beginning of period
    
    
    30,175
    
    
    
    50,260Cash and cash equivalents at end of period
    
    $
    12,465
    
    
    $
    54,166
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MOLECULAR DEVICES CORPORATION
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited)
 Note 1. Description of Business and Basis of Presentation
     Note 2. Stock Based Compensation
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Net income  as reported
    
    $
    3,703
    
    
    $
    2,505
    
    
    $
    5,882
    
    
    $
    3,934Plus: Stock based employee compensation expense
included in reported net income, net of tax
    
    
    57
    
    
    
    
    
    
    
    113
    
    
    
    Less: Stock based compensation expense determined
using the fair value method, net of tax
    
    
    (1,704
    )
    
    
    (1,489
    )
    
    
    (3,460
    )
    
    
    (3,050
    )Net income  pro forma
    
    $
    2,056
    
    
    $
    1,016
    
    
    $
    2,535
    
    
    $
    884Net income per share:Basic  as reported
    
    $
    0.22
    
    
    $
    0.18
    
    
    $
    0.35
    
    
    $
    0.27Basic  pro forma
    
    $
    0.12
    
    
    $
    0.07
    
    
    $
    0.15
    
    
    $
    0.06Diluted  as reported
    
    $
    0.22
    
    
    $
    0.17
    
    
    $
    0.34
    
    
    $
    0.27Diluted  pro forma
    
    $
    0.12
    
    
    $
    0.07
    
    
    $
    0.15
    
    
    $
    0.06
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Three and Six MonthsEnded June 30,2005
    
    2004Expected dividend yield
    
    
    0
    %
    
    
    0
    %Expected stock price volatility
    
    
    77
    %
    
    
    78
    %Risk-free interest rate
    
    
    4
    %
    
    
    3.0-4.5
    %Expected life of options
    
    6.0 years
    
    6.7 - 7.5 years
  Note 3. Balance Sheet Components (in thousands)
 June 30,
    
    December 31,2005
    
    2004Inventories:Raw materials
    
    $
    10,726
    
    
    $
    12,521Work-in-process
    
    
    2,027
    
    
    
    2,202Finished goods and demonstration equipment
    
    
    12,084
    
    
    
    11,062$
    24,837
    
    
    $
    25,785Other accrued liabilities:Accrued income taxes
    
    $
    2,329
    
    
    $
    3,128Warranty accrual
    
    
    2,389
    
    
    
    2,276Other
    
    
    6,789
    
    
    
    9,591$
    11,507
    
    
    $
    14,995
 Note 4. Intangible Assets
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Gross
    
    
    
    
    
    NetCarrying
    
    Accumulated
    
    CarryingValue
    
    Amortization
    
    ValueOrder backlog
    
    $
    100
    
    
    $
    92
    
    
    $
    8Patents
    
    
    1,372
    
    
    
    541
    
    
    
    831Developed technology
    
    
    28,868
    
    
    
    2,137
    
    
    
    26,731Tradenames
    
    
    200
    
    
    
    5
    
    
    
    195License fees
    
    
    2,688
    
    
    
    643
    
    
    
    2,045Total at June 30, 2005
    
    $
    33,228
    
    
    $
    3,418
    
    
    $
    29,810Order backlog
    
    $
    100
    
    
    $
    42
    
    
    $
    58Patents
    
    
    1,372
    
    
    
    472
    
    
    
    900Developed technology
    
    
    17,368
    
    
    
    1,029
    
    
    
    16,339License fees
    
    
    2,688
    
    
    
    513
    
    
    
    2,175Total at December 31, 2004
    
    $
    21,528
    
    
    $
    2,056
    
    
    $
    19,472
  AmortizationFor the year ending December 31,
    
    Expense2005 (remaining six months)
    
    $
    1,7072006
    
    
    3,3032007
    
    
    3,3032008
    
    
    3,3032009
    
    
    3,303Thereafter
    
    
    14,891$
    29,810
 Note 5. Net Income Per Share
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Net income
    
    $
    3,703
    
    
    $
    2,505
    
    
    $
    5,882
    
    
    $
    3,934Denominator for basic earnings per share 
weighted average common shares outstanding
    
    
    16,872
    
    
    
    14,246
    
    
    
    16,989
    
    
    
    14,414Effect of dilutive securities  employee stock options
    
    
    263
    
    
    
    148
    
    
    
    272
    
    
    
    174Denominator for diluted earnings per share  weighted
average common shares outstanding plus dilutive securities
    
    
    17,135
    
    
    
    14,394
    
    
    
    17,261
    
    
    
    14,588Basic net income per share
    
    $
    0.22
    
    
    $
    0.18
    
    
    $
    0.35
    
    
    $
    0.27Diluted net income per share
    
    $
    0.22
    
    
    $
    0.17
    
    
    $
    0.34
    
    
    $
    0.27
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Note 6. Comprehensive Income
  Note 7. Restructuring
  Balance at
    
    
    
    
    
    Adjustments
    
    Balance atBeginning
    
    
    
    
    
    December 31,
    
    
    
    
    
    Included in
    
    June 30,Balance
    
    Payments
    
    2004
    
    Payments
    
    Net Income
    
    2005Axon employee severance
and relocation
    
    $
    500
    
    
    $
    (365
    )
    
    $
    135
    
    
    $
    (35
    )
    
    $
    (100
    )
    
    $
    Closure of duplicate
facilities
    
    
    2,200
    
    
    
    
    
    
    
    2,200
    
    
    
    (569
    )
    
    
    (54
    )
    
    
    1,577Molecular Devices
employee severance
    
    
    1,157
    
    
    
    (124
    )
    
    
    1,033
    
    
    
    (939
    )
    
    
    (61
    )
    
    
    33Total
    
    $
    3,857
    
    
    $
    (489
    )
    
    $
    3,368
    
    
    $
    (1,543
    )
    
    $
    (215
    )
    
    $
    1,610
 Note 8. Commitments and Contingencies
    9




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Balance at December 31, 2004
    
    $
    2,276New warranties issued during the period
    
    
    1,239Cost of warranties incurred during the period
    
    
    (1,126
    )Balance at June 30, 2005
    
    $
    2,389
 Note 9. Revolving Credit Facility
  Note 10. Subsequent Event
  10




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Overview
          11




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Liquidity and Capital Resources
   12




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
    
    the progress of our research and development;
    
    the number and scope of our research and development programs;
    
    market acceptance and demand for our products;
    
    the costs that may be involved in enforcing our patent claims and other intellectual property rights;
    
    potential acquisition and technology licensing opportunities;
    
    the costs associated with repurchasing shares of our common stock;
    
    manufacturing capacity requirements; and
    
    the costs of expanding our sales, marketing and distribution capabilities both in the United States and abroad.
   Factors That May Affect Future Results
    13




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
    
    our suppliers may cease or interrupt production of required consumables, components or subassemblies or otherwise fail
to supply us with an adequate supply of required consumables, components or subassemblies for a number of reasons,
including due to contractual disputes with our suppliers or due to adverse financial developments at or affecting the
supplier;
    
    we have reduced control over the pricing of third party-supplied consumables, components and subassemblies, and our
suppliers may be unable or unwilling to supply us with required consumables, components and subassemblies on
commercially acceptable terms, or at all;
    
    we have reduced control over the timely delivery of third party-supplied consumables, components and subassemblies; and
    
    our suppliers may be unable to develop technologically advanced products to support our growth and development of new
systems.
    15




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
    
    political, social and economic instability;
    
    trade restrictions and changes in tariffs;
    
    the impact of business cycles and downturns in economies outside of the United States;
    
    unexpected changes in regulatory requirements that may limit our ability to export our products
or sell into particular jurisdictions;
    
    import and export license requirements and restrictions;
    
    difficulties and costs of staffing, managing and monitoring geographically disparate operations;
    
    difficulties in maintaining effective communications with employees and customers due to
distance, language and cultural barriers;
    
    disruptions in international transport or delivery;
    
    difficulties in protecting our intellectual property rights, particularly in countries where
the laws and practices do not protect proprietary rights to as great an extent as do the laws
and practices of the United States;
    
    difficulties in enforcing agreements through non-U.S. legal systems;
    
    longer payment cycles and difficulties in collecting receivables; and
    
    potentially adverse tax consequences.
 16




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
    
    assert claims of infringement;
    
    enforce our patents;
    
    protect our trade secrets or know-how; or
    
    determine the enforceability, scope and validity of the proprietary rights of others.
  17




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
    
    the pending patent applications we have filed or to which we have exclusive rights may not result in issued
patents or may take longer than we expect to result in issued patents;
    
    the claims of any patents which are issued may not provide meaningful protection;
    
    we may not be able to develop additional proprietary technologies that are patentable;
    
    the patents licensed or issued to us or our customers may not provide a competitive advantage;
    
    other companies may challenge patents licensed or issued to us or our customers;
    
    patents issued to other companies may harm our ability to do business;
    
    other companies may independently develop similar or alternative technologies or duplicate our technologies; and
    
    other companies may design around technologies we have licensed or developed.
      18




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
    
    the potential disruption of our ongoing business and distraction of our management;
    
    the potential strain on our financial and managerial controls and reporting systems and procedures;
    
    unanticipated expenses and potential delays related to integration of the operations, technology and
other resources of acquired businesses;
    
    the impairment of relationships with employees, suppliers and customers as a result of any integration of new management personnel;
    
    greater than anticipated costs and expenses related to restructuring, including employee severance or
relocation costs and costs related to vacating leased facilities; and
    
    potential unknown liabilities associated with any acquisition, including higher than expected
integration costs, which may cause our quarterly and annual operating results to fluctuate.
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
    
    customer confidence in the economy, evidenced, in part, by stock market levels;
    
    changes in the domestic and international economic, business and political conditions;
    
    economic conditions within the pharmaceutical and biotechnology industries;
    
    levels of product and price competition;
    
    the length of our sales cycle and customer buying patterns;
    
    the size and timing of individual transactions;
    
    the timing of new product introductions and product enhancements;
    
    the mix of products sold;
    
    levels of international transactions;
    
    activities of and acquisitions by competitors;
    
    the timing of new hires and the allocation of our resources;
    
    changes in foreign currency exchange rates;
    
    our ability to develop and market new products and control costs; and
    
    changes in U.S. generally accepted accounting principles.
     20




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
    
    domestic and international economic, business and political conditions;
    
    economic conditions within the pharmaceutical and biotechnology industries;
    
    our failure to meet our performance estimates or the performance estimates of securities analysts;
    
    changes in financial estimates of our revenues and operating results by us or securities analysts;
    
    changes in buy/sell recommendations by securities analysts; and
    
    the timing of announcements by us or our competitors of significant products, contracts or
acquisitions or publicity regarding actual or potential results or performance thereof.
      21




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Foreign Currency Exchange
  Interest and Investment Income
  Debt and Interest Expense
  
  Evaluation of disclosure controls and procedures.
 Changes in internal control over financial reporting.
 
  
   22




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Total
    
    
    
    
    
    Total Number of
    
    Maximum NumberNumber of
    
    Average Price
    
    Shares Purchased as
    
    of Shares thatShares
    
    Paid
    
    Part of Publicly
    
    May Yet Be PurchasedPeriod
    
    Purchased
    
    Per Share
    
    Announced Programs
    
    Under the ProgramsApril 1, 2005
through April 30,
2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    May 1, 2005 through
May 31, 2005
    
    
    200,000
    
    
    $
    19.33
    
    
    
    200,000
    
    
    
    1,478,000June 1, 2005
through June 30,
2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    200,000
    
    
    $
    19.33
    
    
    
    200,000
    
    
    
    1,478,000
  
    For
    
    Authority WithheldJoseph D. Keegan, Ph.D.
    
    
    14,471,835
    
    
    
    958,002Moshe H. Alafi
    
    
    9,775,705
    
    
    
    5,654,132David L. Anderson
    
    
    13,035,399
    
    
    
    2,394,438A. Blaine Bowman
    
    
    14,458,078
    
    
    
    971,759Paul Goddard, Ph.D.
    
    
    10,717,096
    
    
    
    4,712,741Andre F. Marion
    
    
    14,273,172
    
    
    
    1,156,665Harden M. McConnell, Ph.D.
    
    
    14,474,706
    
    
    
    955,131J. Allan Waitz, Ph.D.
    
    
    14,126,993
    
    
    
    1,302,844
  For
    
    Against
    
    Abstain
    
    Broker Non-Vote7,956,645
    
    
    4,884,119
    
    
    
    35,029
    
    

    2,554,044
  For
    
    Against
    
    Abstain15,180,236
    
    
    243,694
    
    
    
    5,907
 23




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit3.1(1)
    
    Amended and Restated Certificate of Incorporation of the Registrant.3.2(1)
    
    Bylaws of the Registrant.3.3(2)
    
    Certificate of Amendment to Certificate of Incorporation.4.1(1)
    
    Specimen Certificate of Common Stock of the Registrant.10.50(3)
    
    Form of Stock Option Agreement for Non-Employee Directors under the 1995 Stock Option Plan.10.52(4)
    
    2005 Equity Incentive Plan.10.53(4)
    
    Form of Stock Option Agreement under the 2005 Equity Incentive Plan.10.54(4)
    
    Form of Stock Option Agreement for Non-Employee Director under the 2005 Equity Incentive Plan.31.1
    
    Certification required by Rule 13a-14(a) or Rule 15d-14(a).31.2
    
    Certification required by Rule 13a-14(a) or Rule 15d-14(a).32.1*
    
    Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of
Title 18 of the United States Code (18 U.S.C 1350).
 
 (1)
    
    Incorporated by reference to the similarly described exhibit in our Registration Statement on
Form S-1 (File No. 33-98926), as amended.(2)
    
    Incorporated by reference to the similarly described exhibit in our Annual Report on Form 10-K
for the year ended December 31, 2001 and filed on April 1, 2002.(3)
    
    Incorporated by reference to the similarly described exhibit in our Current Report on Form 8-K
filed on April 18, 2005.(4)
    
    Incorporated by reference to the similarly described exhibit in our Current Report on Form 8-K
filed on June 1, 2005.*
    
    The certification attached as Exhibit 32.1 accompanies the Quarterly Report on Form 10-Q pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Registrant
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. 24




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##### Table of Contents



Date: August 5, 2005
    
    By:
    
    /s/ TIMOTHY A. HARKNESSTimothy A. HarknessSenior Vice President and Chief Financial Officer(Duly Authorized and PrincipalFinancial and Accounting Officer)
 25




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description of Exhibit3.1(1)
    
    Amended and Restated Certificate of Incorporation of the Registrant.3.2(1)
    
    Bylaws of the Registrant.3.3(2)
    
    Certificate of Amendment to Certificate of Incorporation.4.1(1)
    
    Specimen Certificate of Common Stock of the Registrant.10.50(3)
    
    Form of Stock Option Agreement for Non-Employee Directors under the 1995 Stock Option Plan.10.52(4)
    
    2005 Equity Incentive Plan.10.53(4)
    
    Form of Stock Option Agreement under the 2005 Equity Incentive Plan.10.54(4)
    
    Form of Stock Option Agreement for Non-Employee Director under the 2005 Equity Incentive Plan.31.1
    
    Certification required by Rule 13a-14(a) or Rule 15d-14(a).31.2
    
    Certification required by Rule 13a-14(a) or Rule 15d-14(a).32.1*
    
    Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of
Title 18 of the United States Code (18 U.S.C 1350).
 
 (1)
    
    Incorporated by reference to the similarly described exhibit in our Registration Statement on
Form S-1 (File No. 33-98926), as amended.(2)
    
    Incorporated by reference to the similarly described exhibit in our Annual Report on Form 10-K
for the year ended December 31, 2001 and filed on April 1, 2002.(3)
    
    Incorporated by reference to the similarly described exhibit in our Current Report on Form 8-K
filed on April 18, 2005.(4)
    
    Incorporated by reference to the similarly described exhibit in our Current Report on Form 8-K
filed on June 1, 2005.*
    
    The certification attached as Exhibit 32.1 accompanies the Quarterly Report on Form 10-Q pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Registrant
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.