##### Table of Contents



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 March 31, 2008
 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 001-33775
 Nanosphere, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    36-4339870(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)4088 Commercial Avenue
    
    Northbrook, Illinois 60062(Address of principal executive offices)
    
    (Zip Code)
 (847) 400-9000
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
 Yes o No þ




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##### 



NANOSPHERE, INC.
 INDEX
 Part I. FINANCIAL INFORMATIONItem 1. Financial Statements (unaudited)Balance Sheets
    
    
    1Statements of Operations
    
    
    2Statements of Cash Flows
    
    
    3Notes to Financial Statements
    
    
    4-10Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11-15Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    15Item 4. Controls and Procedures
    
    
    16Part II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    17Item 1A. Risk Factors
    
    
    17Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    17Item 6. Exhibits
    
    
    17Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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##### Table of Contents



PART I.
FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 Nanosphere, Inc.
(A Development Stage Company)
 
 Balance Sheets
(Unaudited)
 March 31,
    
    
    December 31,2008
    
    
    2007CURRENT ASSETS:Cash and cash equivalents
    
    $
    104,206,766
    
    
    $
    114,312,573Accounts receivable
    
    
    488,708
    
    
    
    100,799Inventories
    
    
    1,979,696
    
    
    
    1,903,004Other current assets
    
    
    799,516
    
    
    
    670,402Total current assets
    
    
    107,474,686
    
    
    
    116,986,778PROPERTY AND EQUIPMENT Net
    
    
    6,833,247
    
    
    
    7,033,597INTANGIBLE ASSETS  Net of accumulated amortization
    
    
    4,930,082
    
    
    
    4,930,752OTHER ASSETS
    
    
    155,370
    
    
    
    163,553TOTAL
    
    $
    119,393,385
    
    
    $
    129,114,680CURRENT LIABILITIES:Accounts payable
    
    $
    2,536,613
    
    
    $
    2,221,522Accrued compensation
    
    
    427,075
    
    
    
    1,303,355Accrued license fees
    
    
    434,239
    
    
    
    393,473Accrued financing costs
    
    
    
    
    
    
    778,731Other current liabilities
    
    
    880,427
    
    
    
    969,962Long term debt  current portion
    
    
    4,396,764
    
    
    
    3,597,823Lease payable  current portion
    
    
    35,179
    
    
    
    37,037Total current liabilities
    
    
    8,710,297
    
    
    
    9,301,903LONG-TERM LIABILITIES:Lease payable  noncurrent portion
    
    
    11,445
    
    
    
    21,433Long term debt  noncurrent portion
    
    
    6,490,937
    
    
    
    7,440,804Total liabilities
    
    
    15,212,679
    
    
    
    16,764,140COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY:Common stock, $0.01 par value; 100,000,000 shares
authorized; 22,192,205 shares and 22,192,005
shares issued and outstanding as of March 31, 2008
and December 31, 2007, respectively
    
    
    305,176
    
    
    
    305,174Preferred stock, $0.01 par value; 10,000,000
shares authorized; no shares issued
    
    
    
    
    
    
    Additional paid-in capital
    
    
    272,298,454
    
    
    
    271,765,776Warrants to acquire common stock
    
    
    5,423,771
    
    
    
    5,424,551Deficit accumulated during the development stage
    
    
    (173,846,695
    )
    
    
    (165,144,961
    )Total stockholders equity
    
    
    104,180,706
    
    
    
    112,350,540TOTAL
    
    $
    119,393,385
    
    
    $
    129,114,680
   1




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##### Table of Contents



Nanosphere, Inc.
(A Development Stage Company)
 
 Statements of Operations
(Unaudited)
 Period FromDecember 30, 1999(Date of Incorporation)Three Month Periods Ended March 31,
    
    
    Through2008
    
    
    2007
    
    
    March 31, 2008(As restatedSee note 12)REVENUE:Grant and contract revenue
    
    $
    272,612
    
    
    $
    223,258
    
    
    $
    9,090,240Product sales
    
    
    303,404
    
    
    
    46,645
    
    
    
    712,424Total revenue
    
    
    576,016
    
    
    
    269,903
    
    
    
    9,802,664COSTS AND EXPENSES:Cost of product sales
    
    
    349,429
    
    
    
    15,179
    
    
    
    608,397Research and development
    
    
    5,842,195
    
    
    
    4,941,108
    
    
    
    84,577,386Sales, general, and administrative
    
    
    3,408,898
    
    
    
    2,177,140
    
    
    
    36,151,354Total costs and expenses
    
    
    9,600,522
    
    
    
    7,133,427
    
    
    
    121,337,137Loss from operations
    
    
    (9,024,506
    )
    
    
    (6,863,524
    )
    
    
    (111,534,473
    )OTHER INCOME (EXPENSE):Change in fair value of convertible
derivative liability
    
    
    
    
    
    
    
    
    
    
    (17,777,723
    )Change in fair value of preferred stock
warrants
    
    
    
    
    
    
    102,987
    
    
    
    (4,551,236
    )Foreign exchange loss
    
    
    (24,410
    )
    
    
    
    
    
    
    (76,772
    )Interest expense  related party
    
    
    
    
    
    
    
    
    
    
    (388,804
    )Interest expense
    
    
    (585,037
    )
    
    
    (259,908
    )
    
    
    (2,570,162
    )Interest income
    
    
    932,219
    
    
    
    384,078
    
    
    
    4,754,556Total other income (expense)
    
    
    322,772
    
    
    
    227,157
    
    
    
    (20,610,141
    )NET LOSS
    
    
    (8,701,734
    )
    
    
    (6,636,367
    )
    
    
    (132,144,614
    )Accumulated convertible preferred stock
dividends
    
    
    
    
    
    
    (1,490,517
    )
    
    
    (10,300,417
    )Convertible preferred stock redemption value
adjustment
    
    
    
    
    
    
    (608,940
    )
    
    
    (31,401,664
    )NET LOSS ATTRIBUTABLE TO COMMON STOCK
    
    $
    (8,701,734
    )
    
    $
    (8,735,824
    )
    
    $
    (173,846,695
    )Net loss per common share  basic and diluted
    
    $
    (0.39
    )
    
    $
    (9.37
    )Weighted average number of common shares
outstanding  basic and diluted
    
    
    22,192,170
    
    
    
    932,646
   2




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##### Table of Contents



Nanosphere, Inc.
(A Development Stage Company)
 
 Statements of Cash Flows  (Unaudited)
 Period FromDecember 30, 1999(Date of Incorporation)Three Month Periods Ended March 31,
    
    
    Through2008
    
    
    2007
    
    
    March 31, 2008(As restatedSee note 12)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (8,701,734
    )
    
    $
    (6,636,367
    )
    
    $
    (132,144,614
    )Adjustments to reconcile net loss to net cash used in operating
activities:Depreciation and amortization
    
    
    626,871
    
    
    
    419,480
    
    
    
    5,632,724Amortization of financing costs and accretion of debt discount
    
    
    208,313
    
    
    
    97,124
    
    
    
    879,793Loss from write-off of intangible assets
    
    
    
    
    
    
    
    
    
    
    776,607Loss from disposal of fixed assets
    
    
    326,291
    
    
    
    
    
    
    
    326,291Share-based compensation
    
    
    529,712
    
    
    
    45,326
    
    
    
    2,855,339Change in fair value of preferred stock warrants
    
    
    
    
    
    
    (102,987
    )
    
    
    4,551,236Change in fair value of convertible derivative liability
    
    
    
    
    
    
    
    
    
    
    17,777,723Changes in operating assets and liabilities:Accounts receivable
    
    
    (387,909
    )
    
    
    (73,746
    )
    
    
    (488,708
    )Inventories
    
    
    (76,692
    )
    
    
    (226,451
    )
    
    
    (1,979,696
    )Other current assets
    
    
    (129,113
    )
    
    
    (158,241
    )
    
    
    (853,409
    )Other assets
    
    
    
    
    
    
    
    
    
    
    (77,630
    )Accounts payable
    
    
    135,715
    
    
    
    319,846
    
    
    
    2,126,432Accrued and other current liabilities
    
    
    (950,546
    )
    
    
    577,919
    
    
    
    1,538,097Net cash used in operating activities
    
    
    (8,419,092
    )
    
    
    (5,738,097
    )
    
    
    (99,079,815
    )CASH FLOWS FROM INVESTING ACTIVITIES:Proceeds from investment maturities
    
    
    
    
    
    
    
    
    
    
    53,894Purchases of property and equipment
    
    
    (462,564
    )
    
    
    (343,809
    )
    
    
    (11,872,564
    )Investments in intangible assets
    
    
    (84,707
    )
    
    
    (851,372
    )
    
    
    (5,717,522
    )Net cash used in investing activities
    
    
    (547,271
    )
    
    
    (1,195,181
    )
    
    
    (17,536,192
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from related party notes payable
    
    
    
    
    
    
    
    
    
    
    6,339,210Proceeds from issuance of debt
    
    
    
    
    
    
    12,500,000
    
    
    
    12,500,000Repayment of long term debt
    
    
    (351,056
    )
    
    
    (164,931
    )
    
    
    (517,729
    )Payments on capital lease obligation
    
    
    (11,846
    )
    
    
    (7,822
    )
    
    
    (71,061
    )Proceeds from principal and interest on CEO note receivable
    
    
    
    
    
    
    
    
    
    
    1,530,740Deferred financing fees
    
    
    
    
    
    
    
    
    
    
    (114,565
    )Proceeds from the issuance of common stock, net of offering expenses
    
    
    (778,731
    )
    
    
    
    
    
    
    102,220,002Proceeds from warrant redemptions
    
    
    2,189
    
    
    
    
    
    
    
    1,288,809Proceeds from stock option exercises
    
    
    
    
    
    
    
    
    
    
    120,025Proceeds from the issuance of Series A convertible preferred stock
    
    
    
    
    
    
    
    
    
    
    3,008,357Proceeds from the issuance of Series B convertible preferred stock
    
    
    
    
    
    
    
    
    
    
    5,375,001Proceeds from the issuance of Series C convertible preferred stock
    
    
    
    
    
    
    
    
    
    
    15,000,000Proceeds from the issuance of Series C-2 convertible preferred stock
    
    
    
    
    
    
    
    
    
    
    27,350,087Proceeds from the issuance of Series D convertible preferred stock
    
    
    
    
    
    
    
    
    
    
    46,793,897Net cash provided by (used in) financing activities
    
    
    (1,139,444
    )
    
    
    12,327,247
    
    
    
    220,822,773NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (10,105,807
    )
    
    
    5,393,969
    
    
    
    104,206,766CASH AND CASH EQUIVALENTS  Beginning of period
    
    
    114,312,573
    
    
    
    29,112,429
    
    
    
    CASH AND CASH EQUIVALENTS  End of period
    
    $
    104,206,766
    
    
    $
    34,506,398
    
    
    $
    104,206,766NONCASH INVESTING AND FINANCING ACTIVITIES:Equipment acquired under capital lease
    
    $
    
    
    
    $
    
    
    
    $
    117,685Capital expenditures included in accounts payable
    
    
    387,422
    
    
    
    69,948
    
    
    
    387,422Patent costs capitalized and included in accounts payable
    
    
    22,658
    
    
    
    181,198
    
    
    
    22,658Patent and license costs capitalized and included in accrued liabilities
    
    
    381,000
    
    
    
    220,909
    
    
    
    381,000Common stock issued for note payable  related party
    
    
    
    
    
    
    
    
    
    
    1,440,000Payment of Series A convertible preferred stock dividends in additional
shares of Series A convertible preferred stock
    
    
    
    
    
    
    
    
    
    
    410,5396% dividends earned on Series C-2 and Series D convertible preferred
stock
    
    
    
    
    
    
    1,490,517
    
    
    
    9,889,878Conversion of Preferred Stock, including accumulated dividends on
Series C-2 and Series D convertible preferred stock into common stock
    
    
    
    
    
    
    
    
    
    
    116,281,865Conversion of convertible derivative liability to additional paid-in
capital
    
    
    
    
    
    
    
    
    
    
    47,554,882Conversion of preferred stock warrant liability to warrants to acquire
common stock
    
    
    
    
    
    
    
    
    
    
    5,424,551Conversion of related party notes payable and accrued interest of
$204,335, into Series C-2 convertible preferred stock
    
    
    
    
    
    
    
    
    
    
    7,212,156Conversion of related party notes payable and accrued interest of
$177,358 into Series D convertible preferred stock
    
    
    
    
    
    
    
    
    
    
    6,516,568Deferred financing fees
    
    
    
    
    
    
    114,564
   3




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##### Table of Contents



Nanosphere, Inc.
(A Development Stage Company)
 
 Notes to Financial Statements
 As of March 31, 2008 and December 31, 2007, and
For the Three Month Periods Ended March 31, 2008 and 2007 and
for the Cumulative Period From December 30, 1999
(Date of Incorporation) Through March 31, 2008
(Unaudited)
 1. Description of Business
    Basis of Presentation
  Use of Estimates
 2. Net Loss Per Common Share
    4




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##### Table of Contents



Nanosphere, Inc.
(A Development Stage Company)
 Notes to Financial Statements  (Continued)
(Unaudited)
 Three month periods ended March 31,2008
    
    
    2007Stock options
    
    
    3,405,640
    
    
    
    861,128Convertible preferred stock
    
    
    
    
    
    
    12,292,498Convertible preferred stock warrants
    
    
    
    
    
    
    1,445,997Common stock warrants
    
    
    1,300,119
    
    
    
    4,705,759
    
    
    
    14,599,623
 3. Intangible Assets
  March 31, 2008
    
    
    December 31, 2007Carrying
    
    
    Accumulated
    
    
    Carrying
    
    
    AccumulatedValue
    
    
    Amortization
    
    
    Value
    
    
    AmortizationIntellectual property licenses
    
    $
    1,872,178
    
    
    $
    (174,549
    )
    
    $
    1,870,178
    
    
    $
    (90,244
    )Patents
    
    
    3,471,922
    
    
    
    (239,469
    )
    
    
    3,370,323
    
    
    
    (219,505
    )Total
    
    $
    5,344,100
    
    
    $
    (414,018
    )
    
    $
    5,240,501
    
    
    $
    (309,749
    )
  Years Ending December 312008 (Period from April 1 to December 31)
    
    $
    327,6292009
    
    
    293,8472010
    
    
    221,4542011
    
    
    221,4542012
    
    
    221,454Thereafter
    
    
    1,338,591
   4. Related Party Transactions
    5




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##### Table of Contents



Nanosphere, Inc.
(A Development Stage Company)
 Notes to Financial Statements  (Continued)
(Unaudited)
 5. Equity Incentive Plan
   2008Expected dividend yield
    
    
    0
    %Expected volatility
    
    
    70
    %Risk free interest rate
    
    
    2.98Weighted-average expected option life
    
    6.25 yearsEstimated weighted-average fair value
On the date of grant based on the above assumptions
    
    $
    7.83Estimated forfeiture rate for unvested options
    
    
    4.6
    %
    WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateNumber of
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicOptions
    
    Shares
    
    
    Price
    
    
    Term
    
    
    Value of OptionsOutstanding  January 1, 2008
    
    
    3,141,530
    
    
    $
    4.97Granted
    
    
    270,000
    
    
    $
    12.05Exercised
    
    
    Expired
    
    
    (2,290
    )
    
    $
    19.25Forfeited
    
    
    (3,600
    )
    
    $
    4.50Outstanding  March 31, 2008
    
    
    3,405,640
    
    
    $
    5.53
    
    
    
    8.62
    
    
    $
    12,535,619Exercisable  March 31, 2008
    
    
    437,771
    
    
    $
    7.24
    
    
    
    6.97
    
    
    $
    1,426,364Vested and Expected to Vest  March 31, 2008
    
    
    3,269,118
    
    
    $
    5.54
    
    
    
    8.61
    
    
    $
    12,024,593
  6




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##### Table of Contents



Nanosphere, Inc.
(A Development Stage Company)
 Notes to Financial Statements  (Continued)
(Unaudited)
   6. License Agreements
   7. Stockholders Equity
 Convertible Preferred Stock
     Series of Stock to
    
    Number of
    
    Expirationwhich the Warrant is Exercisable
    
    Warrants
    
    DateCommon  exercise price of $10.94 per share
    
    
    1,135,194
    
    
    April 2011Common  exercise price of $8.75 per share
    
    
    164,925
    
    
    April 2013
  7




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##### Table of Contents



Nanosphere, Inc.
(A Development Stage Company)
 Notes to Financial Statements  (Continued)
(Unaudited)
  8. Leases
   Operating
    
    
    CapitalYears Ending December 31
    
    Leases
    
    
    Leases2008 (Period from April 1 to December 31)
    
    $
    382,185
    
    
    $
    28,1202009
    
    
    520,197
    
    
    
    22,1072010
    
    
    220,898Total minimum lease payments
    
    $
    1,123,280
    
    
    
    50,227Less amounts representing interest
    
    
    
    
    
    
    (3,603
    )Net present value
    
    
    
    
    
    
    46,624Less current portion of net minimum lease payments
    
    
    
    
    
    
    (35,179
    )Long-term portion of net minimum lease payments
    
    
    
    
    
    $
    11,445
 9. Long Term Debt
    2008 (April 1 to December 31)
    
    $
    3,246,7672009
    
    
    4,818,2112010
    
    
    3,917,293$
    11,982,271
 10. Inventory
   8




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##### Table of Contents



Nanosphere, Inc.
(A Development Stage Company)
 Notes to Financial Statements  (Continued)
(Unaudited)
 11. New Accounting Standards
      12. Restatement of Financial Statements
   9




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##### Table of Contents



Nanosphere, Inc.
(A Development Stage Company)
 Notes to Financial Statements  (Continued)
(Unaudited)
   Three Month Period Ended March 31, 2007(As PreviouslyPresented)
    
    
    (As Restated)Statement of OperationsResearch and development
    
    $
    4,927,651
    
    
    $
    4,941,108Sales, general, and administrative
    
    $
    2,161,319
    
    
    $
    2,177,140Total costs and expenses
    
    $
    7,104,149
    
    
    $
    7,133,427Loss from operations
    
    $
    (6,834,246
    )
    
    $
    (6,863,524
    )Change in fair value of preferred stock warrants
    
    
    
    
    
    $
    102,987Total other income (expense)
    
    $
    124,170
    
    
    $
    227,157Net loss
    
    $
    (6,710,076
    )
    
    $
    (6,636,367
    )Net loss attributable to common stock
    
    $
    (8,809,533
    )
    
    $
    (8,735,824
    )Net loss per common share  basic and diluted
    
    $
    (9.45
    )
    
    $
    (9.37
    )Statement of Cash FlowsCash Flows From Operating Activities:Net loss
    
    $
    (6,710,076
    )
    
    $
    (6,636,367
    )Share-based compensation
    
    $
    16,048
    
    
    $
    45,326Change in fair value of preferred stock warrants
    
    
    
    
    
    $
    (102,987
    )
  10




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 This Quarterly Report on Form 10-Q contains forward-looking statements about us and our
industry that involve substantial risks and uncertainties. All statements, other than statements of
historical facts, included in this Quarterly Report on Form 10-Q regarding our strategy, future
operations, future financial position, future net sales, projected expenses, prospects and plans
and objectives of management are forward-looking statements. These statements involve known and
unknown risks, uncertainties and other factors that may cause our actual results, levels of
activity, performance or achievement to be materially different from those expressed or implied by
the forward-looking statements.
 In some cases, you can identify forward-looking statements by terms such as anticipate,
believe, estimate, expect, intend, may, might, plan, project, will, would,
should, could, can, predict, potential, continue, objective, or the negative of these
terms, and similar expressions intended to identify forward-looking statements. However, not all
forward-looking statements contain these identifying words. These forward-looking statements
reflect our current views about future events and are based on assumptions and subject to risks and
uncertainties. Given these uncertainties, you should not place undue reliance on these
forward-looking statements. Actual events or results could differ materially from those expressed
or implied by these forward-looking statements as a result of various factors.
 These forward-looking statements represent our estimates and assumptions only as of the date
of this Quarterly Report on Form 10-Q . Unless required by U.S. federal securities laws, we do not
intend to update any of these forward-looking statements to reflect circumstances or events that
occur after the statement is made or to conform these statements to actual results. The following
discussion should be read in conjunction with the consolidated financial statements and notes
thereto appearing elsewhere in this Quarterly Report on Form 10-Q . Our actual results may differ
materially from those anticipated in these forward-looking statements as a result of various
factors, including those set forth under Risk Factors and elsewhere in this Quarterly Report on
Form 10-Q.
 Restatement
 .
   Business Overview
   11




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Financial Operations Overview
 Revenue
  Cost of Product Sales
  Research and Development Expenses
  Sales, General and Administrative Expenses
   12




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Interest Income
  Interest Expense
  Three Month Period Ended March 31, 2008 Compared to the Three Month Period Ended March 31, 2007
 Revenues
  Cost of Product Sales
  Research and Development Expenses
   Sales, General and Administrative Expenses
  Interest Expense
   13




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Interest Income
  Liquidity and Capital Resources
        14




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
    
    the level of research and development investment required to maintain and improve our
technology;
    
    the amount and growth rate of our revenues;
    
    changes in product development plans needed to address any difficulties in manufacturing
or commercializing the Verigene System and enhancements to our system;
    
    the costs of filing, prosecuting, defending and enforcing patent claims and other
intellectual property rights;
    
    competing technological and market developments;
    
    our need or decision to acquire or license complementary technologies or acquire
complementary businesses; and
    
    changes in regulatory policies or laws that affect our operations.
  Contractual Obligations and Commitments
  Off-Balance Sheet Arrangements
  Recent Accounting Pronouncements
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
   15




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Item 4. Controls and Procedures
      16




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PART II.

OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Securities and Use of Proceeds
  
 Item 6. Exhibits, Financial Statement Schedules
 Exhibit Number
    
    Exhibit Description31.1
    
    
    Certification of William P. Moffitt, President and Chief
Executive Officer, pursuant to Exchange Act Rules 13a-14(a)
and 15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 *31.2
    
    
    Certification of Roger Moody, Chief Financial Officer,
pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 *32.1
    
    
    Certification of President and Chief Executive Officer,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 *32.2
    
    
    Certification of Chief Financial Officer, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 *
 
 *
    
    Filed herewith  17




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SIGNATURES
  NANOSPHERE, INC.By:
    /s/ William P. MoffittWilliam P. MoffittPresident and Chief Executive Officer  By:
    /s/ Roger MoodyRoger MoodyChief Financial Officer and Treasurer




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EXHIBIT INDEX
 Exhibit Number
    
    Exhibit Description31.1
    
    
    Certification of William P. Moffitt, President and Chief
Executive Officer, pursuant to Exchange Act Rules 13a-14(a)
and 15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 *31.2
    
    
    Certification of Roger Moody, Chief Financial Officer,
pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 *32.1
    
    
    Certification of President and Chief Executive Officer,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 *32.2
    
    
    Certification of Chief Financial Officer, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 *
 
 *
    
    Filed herewith