##### 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 June 30, 2009
 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
 Yes þ No o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o
 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
    
    
    4-9Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    10-16Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    16Item 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 4. Submission of Matters to a Vote of Security Holders
    
    
    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.
 
 Balance Sheets
(Unaudited)
 June 30,
    
    
    December 31,2009
    
    
    2008CURRENT ASSETS:Cash and cash equivalents
    
    $
    58,237,556
    
    
    $
    75,356,960Accounts receivable
    
    
    360,677
    
    
    
    385,908Inventories
    
    
    1,705,031
    
    
    
    1,727,518Other current assets
    
    
    1,007,507
    
    
    
    559,528Total current assets
    
    
    61,310,771
    
    
    
    78,029,914PROPERTY AND EQUIPMENT Net
    
    
    6,840,966
    
    
    
    7,294,224INTANGIBLE ASSETS  Net of accumulated amortization
    
    
    1,500,677
    
    
    
    1,443,582OTHER ASSETS
    
    
    111,824
    
    
    
    128,190TOTAL
    
    $
    69,764,238
    
    
    $
    86,895,910CURRENT LIABILITIES:Accounts payable
    
    $
    1,530,558
    
    
    $
    1,813,777Accrued compensation
    
    
    928,452
    
    
    
    829,292Other current liabilities
    
    
    2,000,852
    
    
    
    1,541,385Long-term debt  current portion
    
    
    5,121,386
    
    
    
    4,818,211Total current liabilities
    
    
    9,581,248
    
    
    
    9,002,665LONG-TERM LIABILITIES:Long-term debt  noncurrent portion
    
    
    986,451
    
    
    
    3,352,137Total liabilities
    
    
    10,567,699
    
    
    
    12,354,802COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY:Common stock, $0.01 par value; 100,000,000 shares
authorized; 22,229,596 and 22,228,696 shares
issued and outstanding as of June 30, 2009 and
December 31, 2008, respectively
    
    
    222,296
    
    
    
    222,287Preferred stock, $0.01 par value; 10,000,000
shares authorized; no shares issued
    
    
    
    
    
    
    Additional paid-in capital
    
    
    275,465,863
    
    
    
    274,232,825Warrants to acquire common stock
    
    
    5,423,771
    
    
    
    5,423,771Accumulated deficit
    
    
    (221,915,391
    )
    
    
    (205,337,775
    )Total stockholders equity
    
    
    59,196,539
    
    
    
    74,541,108TOTAL
    
    $
    69,764,238
    
    
    $
    86,895,910
   1




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Nanosphere, Inc.
 
 Statements of Operations
(Unaudited)
 Three Month Periods Ended June 30,
    
    
    Six Month Periods Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008As Adjusted
    
    
    
    
    
    
    As Adjusted(Note 1)
    
    
    
    
    
    
    (Note 1)REVENUE:Grant and contract revenue
    
    $
    159,497
    
    
    $
    
    
    
    $
    159,497
    
    
    $
    272,612Product sales
    
    
    242,740
    
    
    
    194,715
    
    
    
    497,965
    
    
    
    498,119Total revenue
    
    
    402,237
    
    
    
    194,715
    
    
    
    657,462
    
    
    
    770,731COSTS AND EXPENSES:Cost of sales
    
    
    400,312
    
    
    
    226,176
    
    
    
    710,483
    
    
    
    575,605Research and development
    
    
    4,439,933
    
    
    
    6,023,828
    
    
    
    9,240,185
    
    
    
    11,947,657Sales, general, and administrative
    
    
    3,693,311
    
    
    
    3,777,507
    
    
    
    6,820,176
    
    
    
    7,186,405Total costs and expenses
    
    
    8,533,556
    
    
    
    10,027,511
    
    
    
    16,770,844
    
    
    
    19,709,667Loss from operations
    
    
    (8,131,319
    )
    
    
    (9,832,796
    )
    
    
    (16,113,382
    )
    
    
    (18,938,936
    )OTHER INCOME (EXPENSE):Foreign exchange loss
    
    
    . (1,906
    )
    
    
    (235
    )
    
    
    (2,180
    )
    
    
    (24,645
    )Interest expense
    
    
    (344,156
    )
    
    
    (545,591
    )
    
    
    (743,078
    )
    
    
    (1,130,628
    )Interest income
    
    
    93,238
    
    
    
    546,698
    
    
    
    281,024
    
    
    
    1,478,917Total other income (expense)
    
    
    (252,824
    )
    
    
    872
    
    
    
    (464,234
    )
    
    
    323,644NET LOSS
    
    $
    (8,384,143
    )
    
    $
    (9,831,924
    )
    
    $
    (16,577,616
    )
    
    $
    (18,615,292
    )Net loss per common share  basic
and diluted
    
    $
    (0.38
    )
    
    $
    (0.44
    )
    
    $
    (0.75
    )
    
    $
    (0.84
    )Weighted average number of common
shares outstanding  basic and
diluted
    
    
    22,228,884
    
    
    
    22,202,620
    
    
    
    22,228,790
    
    
    
    22,197,395
   2




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Nanosphere, Inc.
 
 Statements of Cash Flows
(Unaudited)
 Six Month Periods EndedJune 30,2009
    
    
    2008As Adjusted(Note 1)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (16,577,616
    )
    
    $
    (18,615,292
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    1,484,784
    
    
    
    1,265,616Amortization of financing costs and accretion of debt discount
    
    
    289,479
    
    
    
    406,904Loss from disposal of fixed assets
    
    
    2,758
    
    
    
    326,291Share-based compensation
    
    
    1,229,032
    
    
    
    1,078,217Changes in operating assets and liabilities:Accounts receivable
    
    
    25,231
    
    
    
    (381,224
    )Inventories
    
    
    (74,104
    )
    
    
    (658,429
    )Other current assets
    
    
    (447,979
    )
    
    
    62,863Accounts payable
    
    
    (273,705
    )
    
    
    (30,160
    )Accrued and other current liabilities
    
    
    730,061
    
    
    
    (166,634
    )Net cash used in operating activities
    
    
    (13,612,059
    )
    
    
    (16,711,848
    )CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property and equipment
    
    
    (814,302
    )
    
    
    (1,520,137
    )Investments in intangible assets
    
    
    (340,000
    )
    
    
    (58,733
    )Net cash used in investing activities
    
    
    (1,154,302
    )
    
    
    (1,578,870
    )CASH FLOWS FROM FINANCING ACTIVITIES:Repayment of long term debt
    
    
    (2,335,624
    )
    
    
    (1,400,463
    )Payments on capital lease obligation
    
    
    (21,434
    )
    
    
    (17,952
    )Proceeds from the issuance of common stock, net of offering expenses
    
    
    
    
    
    
    (778,731
    )Proceeds from warrant redemptions
    
    
    
    
    
    
    2,189Proceeds from stock option exercises
    
    
    4,050
    
    
    
    163,310Other
    
    
    (35
    )
    
    
    Net cash used in financing activities
    
    
    (2,353,043
    )
    
    
    (2,031,647
    )NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (17,119,404
    )
    
    
    (20,322,365
    )CASH AND CASH EQUIVALENTS  Beginning of period
    
    
    75,356,960
    
    
    
    114,312,573CASH AND CASH EQUIVALENTS  End of period
    
    $
    58,237,556
    
    
    $
    93,990,208NONCASH INVESTING AND FINANCING ACTIVITIES:Capital expenditures included in accounts payable
    
    $
    19,175
    
    
    $
    527,961License costs capitalized and included in accrued liabilities
    
    
    75,000
    
    
    
    567,000
   3




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Nanosphere, Inc.
 
 Notes to Financial Statements
 As of June 30, 2009 and December 31, 2008, and
 For the Three and Six Month Periods Ended June 30, 2009 and 2008
 (Unaudited)
 1. Description of Business
  Basis of Presentation
  Use of Estimates
 Change in Method of Accounting for Patent Costs
    Three Month Period Ended June 30, 2008As Originally Reported
    
    
    As Adjusted
    
    
    Effect of ChangeStatement of OperationsResearch and development
    
    $
    6,028,926
    
    
    $
    6,023,828
    
    
    $
    (5,098
    )Total costs and expenses
    
    $
    10,032,609
    
    
    $
    10,027,511
    
    
    $
    (5,098
    )Loss from operations
    
    $
    (9,837,894
    )
    
    $
    (9,832,796
    )
    
    $
    5,098Net loss
    
    $
    (9,837,022
    )
    
    $
    (9,831,924
    )
    
    $
    5,098Net loss per common share  basic and diluted
    
    $
    (0.44
    )
    
    $
    (0.44
    )
    
    $
    
  4




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##### Table of Contents



Nanosphere, Inc.
 Notes to Financial Statements  (Continued)
(Unaudited)
 Six Month Period Ended June 30, 2008As Originally Reported
    
    
    As Adjusted
    
    
    Effect of ChangeStatement of OperationsResearch and development
    
    $
    11,871,121
    
    
    $
    11,947,657
    
    
    $
    76,536Total costs and expenses
    
    $
    19,633,131
    
    
    $
    19,709,667
    
    
    $
    76,536Loss from operations
    
    $
    (18,862,400
    )
    
    $
    (18,938,936
    )
    
    $
    (76,536
    )Net loss
    
    $
    (18,538,756
    )
    
    $
    (18,615,292
    )
    
    $
    (76,536
    )Net loss per common share  basic and diluted
    
    $
    (0.84
    )
    
    $
    (0.84
    )
    
    $
    
 Six Month Period Ended June 30, 2008As Originally Reported
    
    
    As Adjusted
    
    
    Effect of ChangeStatement of Cash FlowsCash Flows From Operating Activities:Net loss
    
    $
    (18,538,756
    )
    
    $
    (18,615,292
    )
    
    $
    (76,536
    )Depreciation and amortization
    
    $
    1,310,785
    
    
    $
    1,265,616
    
    
    $
    (45,169
    )Accounts payable
    
    $
    (27,130
    )
    
    $
    (30,160
    )
    
    $
    (3,030
    )Accrued and other current liabilities
    
    $
    (188,630
    )
    
    $
    (166,634
    )
    
    $
    21,996Net cash used in operating activities
    
    $
    (16,609,109
    )
    
    $
    (16,711,848
    )
    
    $
    (102,739
    )Cash Flows From Investing Activities:Investments in intangible assets
    
    $
    (161,472
    )
    
    $
    (58,733
    )
    
    $
    102,739Net cash used in investing activities
    
    $
    (1,681,609
    )
    
    $
    (1,578,870
    )
    
    $
    102,739Noncash Investing and Financing Activities:Patent and license costs capitalized and included in accrued liabilities
    
    $
    597,000
    
    
    $
    567,000
    
    
    $
    (30,000
    )
 2. Net Loss Per Common Share
  
 Three and six month periods ended June 30,2009
    
    
    2008Stock options
    
    
    3,559,900
    
    
    
    3,368,919Common stock warrants
    
    
    1,300,119
    
    
    
    1,300,1194,860,019
    
    
    
    4,669,038
 3. Intangible Assets
  June 30, 2009
    
    
    December 31, 2008Accumulated
    
    
    
    
    
    
    
    
    
    
    AccumulatedCost
    
    
    Amortization
    
    
    Net
    
    
    Cost
    
    
    Amortization
    
    
    NetIntellectual property  licenses
    
    $
    2,067,043
    
    
    $
    (566,366
    )
    
    $
    1,500,677
    
    
    $
    1,877,043
    
    
    $
    (433,461
    )
    
    $
    1,443,582
  Years Ending December 312009 (Period from July 1 to December 31)
    
    $
    67,1612010
    
    
    134,3222011
    
    
    134,3222012
    
    
    134,3222013
    
    
    134,322Thereafter
    
    
    566,728
  5




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##### Table of Contents



Nanosphere, Inc.
 Notes to Financial Statements  (Continued)
(Unaudited)
  4. Related Party Transactions
    
    
    Long-Form Registrations. Stockholders holding at least 20% of the then outstanding
shares of the Companys common stock that are subject to the registration rights
agreement, which the Company refers to as registrable securities, have the right to
demand that the Company file a registration statement under the Securities Act on Form
S-1 or any similar long-form registration covering their registrable securities.
However, the Company is not obligated to file a long-form registration statement on
more than three occasions upon the request of the Companys stockholders.
 
    
    Short-Form Registrations. Stockholders holding at least 10% of the then outstanding
registrable securities have the right to demand that the Company file a registration
statement on Form S-3 or any similar short-form registration covering their registrable
securities, provided that such short-form registration is then available to the Company
under applicable law. Such stockholders are entitled to request an unlimited number of
short-form registrations, but the Company is not obligated to effect more than two
short-form registrations during any twelve month period.
 5. Equity Incentive Plan
   6




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Nanosphere, Inc.
 Notes to Financial Statements  (Continued)
(Unaudited)
  2009Expected dividend yield
    
    
    0
    %Expected volatility
    
    
    62
    %Risk free interest rate
    
    
    2.26
    %Weighted-average expected option life
    
    6.37 yearsEstimated weighted-average fair value on the date of grant based on the above assumptions
    
    $
    2.76Estimated forfeiture rate for unvested options
    
    
    0.6
    %
    WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateNumber of
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicOptions
    
    Shares
    
    
    Price
    
    
    Term
    
    
    Value of OptionsOutstanding  January 1, 2009
    
    
    3,362,721
    
    
    $
    5.68Granted
    
    
    233,399
    
    
    $
    4.85Exercised
    
    
    (900
    )
    
    $
    4.50Expired
    
    
    (2,557
    )
    
    $
    8.11Forfeited
    
    
    (32,763
    )
    
    $
    5.59Outstanding  June 30, 2009
    
    
    3,559,900
    
    
    $
    5.63
    
    
    
    7.60
    
    
    $
    1,221,885Exercisable  June 30, 2009
    
    
    1,197,129
    
    
    $
    6.04
    
    
    
    7.14
    
    
    $
    422,275Vested and Expected to Vest  June 30, 2009
    
    
    3,451,213
    
    
    $
    5.63
    
    
    
    7.59
    
    
    $
    1,185,103
  6. License Agreements
   7




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Nanosphere, Inc.
 Notes to Financial Statements  (Continued)
(Unaudited)
 7. Stockholders Equity
  Class of Stock for
    
    Number of
    
    
    Expirationwhich the Warrant is Exercisable
    
    Warrants
    
    
    DateCommon  exercise price of $15.32 per share
    
    
    1,135,194
    
    
    April 2011Common  exercise price of $8.75 per share
    
    
    164,925
    
    
    April 2013
  8. Leases
   OperatingYears Ending December 31
    
    Lease2009 (Period from July 1 to December 31)
    
    $
    261,1602010
    
    
    220,898Total minimum lease payments
    
    $
    482,058
 9. Long-Term Debt
    2009 (July 1 to December 31)
    
    $
    2,482,5872010
    
    
    3,917,293$
    6,399,880
  8




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Nanosphere, Inc.
 Notes to Financial Statements  (Continued)
(Unaudited)
 10. Supplemental Financial Information
 June 30, 2009
    
    
    December 31, 2008Inventories:Work-in-process component parts
    
    $
    905,879
    
    
    $
    1,068,840Finished goods
    
    
    799,152
    
    
    
    658,678Total
    
    $
    1,705,031
    
    
    $
    1,727,518
 June 30, 2009
    
    
    December 31, 2008Property and Equipment  Net:Total property and equipment  at cost
    
    $
    15,402,151
    
    
    $
    14,516,371Less accumulated depreciation
    
    
    (8,561,185
    )
    
    
    (7,222,147
    )Property and equipment  net
    
    $
    6,840,966
    
    
    $
    7,294,224
 June 30, 2009
    
    
    December 31, 2008Other Current Liabilities:Accrued clinical trial expenses
    
    $
    606,744
    
    
    $
    266,135All other
    
    
    1,394,108
    
    
    
    1,275,250Total
    
    $
    2,000,852
    
    
    $
    1,541,385
 11. New Accounting Standards
  ,
  
  12. Subsequent Events
   9




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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, within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
about us and our industry that involve substantial risks and uncertainties. We intend such
forward-looking statements to be covered by the safe harbor provisions for forward-looking
statements contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. 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 any 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 in our Annual Report on Form 10-K for the
year ended December 31, 2008 and elsewhere in this Quarterly Report on Form 10-Q .
 Business Overview
    10




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de novo
      11




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Financial Operations Overview
 Change in Method of Accounting for Patent Costs
    Revenue
  Cost of Sales
  Research and Development Expenses
  Sales, General and Administrative Expenses
   12




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Interest Income
  Interest Expense
  Three month Period Ended June 30, 2009 Compared to the Three month Period Ended June 30, 2008
 Revenues
  Cost of Sales
  Research and Development Expenses
  Sales, General and Administrative Expenses
  Interest Expense
   13




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Interest Income
  Six month Period Ended June 30, 2009 Compared to the Six month Period Ended June 30, 2008
 Revenues
  Cost of Sales
  Research and Development Expenses
  Sales, General and Administrative Expenses
  Interest Expense
  Interest Income
   14




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Liquidity and Capital Resources
        
    
    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.
  15




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Contractual Obligations and Commitments
  Off-Balance Sheet Arrangements
  Recent Accounting Pronouncements
  
 Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4.
    
    Controls and Procedures
 (a)
    
    Evaluation of Disclosure Controls and Procedures
  (b)
    
    Changes in Internal Control over Financial Reporting
   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 4.
    
    Submission of Matters to a Vote of Security Holders
 (a)
    
    Our Annual Meeting of Shareholders was held on June 16, 2009.(b)
    
    Eight nominees of the Board of Directors were elected to serve until the next annual
meeting of stockholders in 2010. The votes were as follows:
 For
    
    
    WithheldWilliam P. Moffitt III
    
    
    20,028,822
    
    
    
    754,281Mark Slezak
    
    
    19,688,687
    
    
    
    1,094,416Jeffrey R. Crisan
    
    
    19,820,932
    
    
    
    962,171Andre de Bruin
    
    
    19,717,901
    
    
    
    1,065,202Chad A. Mirkin
    
    
    19,235,227
    
    
    
    1,547,876James J. Nahirny
    
    
    19,230,715
    
    
    
    1,552,388Lorin J. Randall
    
    
    20,687,045
    
    
    
    96,058Sheli Z. Rosenberg
    
    
    20,126,394
    
    
    
    656,709
 (c)
    
    The results of voting to ratify the audit committees selection of Deloitte & Touche LLP
as the Companys independent registered public accounting firm for the year ending December
31, 2009 were as follows:
 ForFor
    
    
    20,752,045Against
    
    
    28,708Abstain
    
    
    2,350
 (d)
    
    Not applicable.
 
 Item 6.
    
    Exhibits, Financial Statement Schedules
 Exhibit Number
    
    Exhibit Description31.1
    
    
    Certification of 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 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 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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##### Table of Contents



SIGNATURES
  NANOSPHERE, INC.By:
    /s/ William P. MoffittWilliam P. MoffittPresident and Chief Executive OfficerDate:  August 11, 2009By:
    /s/ Roger MoodyRoger MoodyChief Financial Officer and Treasurer




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##### Table of Contents



EXHIBIT INDEX
 Exhibit Number
    
    Exhibit Description31.1
    
    
    Certification of 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 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 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