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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 
 Form 10-K/A Amendment No. 1 FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended September 30, 2004
 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 0-27234   Photon Dynamics, Inc. (Exact name of registrant as specified in its charter) California
    
    94-3007502(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 5970 Optical Court San Jose, CA 95138(Address of principal executive offices, including zip code) (408) 226-9900 (Registrants telephone number, including area code)   Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value per share
(Title of class)   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past
90 days.     Yes þ          No o Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.          o Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the
Act).     Yes þ          No o As of March 31, 2004, the aggregate market value of the voting stock held
by non-affiliates of the registrant, computed by reference to the last sale
price of such stock as of such date on the NASDAQ National Market, was
approximately $475,679,585. Excludes an aggregate of 2,057,546 shares of common
stock held by officers and directors and by each person known by the registrant
to own 5% or more of the outstanding common stock as of March 31, 2004.
Exclusion of shares held by any of these persons should not be construed to
indicate that such person possesses the power, direct or indirect, to direct or
cause the direction of the management or policies of the registrant, or that
such person is controlled by or under common control with the registrant. As of November 30, 2004, there were 16,873,772 shares of the registrants
Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrants definitive Proxy Statement for the 2005
Annual Meeting of Shareholders to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A not later than 120 days after the end of
the fiscal year covered by this Form 10-K, are incorporated by reference in
Part III, Items 10-14 of this Form 10-K.




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EXPLANATORY NOTE We are filing this amendment to our Annual Report on Form 10-K, originally
filed with the Securities and Exchange Commission on December 14, 2004, solely
for the purpose of filing Exhibit 10.40 (disclosing outside director cash
compensation arrangements, which cash compensation arrangements were previously
disclosed on a Current Report on Form 8-K, filed with the Securities and
Exchange Commission on October 29, 2004, but inadvertently not included in the
list of exhibits in the Annual Report on Form 10-K). This amendment only
changes the list of exhibits in Part IV, Item 15, and the
Exhibit Index and includes such Exhibit 10.40; no other information included in the Annual Report
on Form 10-K is amended by this Form 10-K/A.



TABLE OF CONTENTS  PART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESEXHIBIT INDEXEXHIBIT 10.40EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1    Table of Contents  
 PART IV 
 Item 15.Exhibits and Financial Statement Schedules (a) 1. Financial Statements See Index to Consolidated Financial Statements in Item 8 of this Annual
Report on Form 10-K, which is incorporated herein by reference. 2. Financial Statement Schedules The following financial statement schedule is filed as part of this annual
report on Form 10-K. All other financial statement schedules have been omitted
because they are either not applicable or the required information is shown in
the consolidated financial statements or notes thereto. SCHEDULE II
PHOTON DYNAMICS, INC.
VALUATION AND QUALIFYING ACCOUNT Year Ended September 30,Balance at
    
    
    
    
    
    Charged to
    
    
    
    
    
    Balance atBeginning
    
    Charged to
    
    Other
    
    
    
    
    
    End ofof Period
    
    Expense
    
    Accounts
    
    Deductions
    
    Period(In thousands)Allowance for doubtful
accounts:2004
    
    $
    726
    
    
    
    
    (1)
    
    
    
    
    
    
    229
    (2)
    
    $
    4972003
    
    $
    1,466
    
    
    
    3,132
    (1)
    
    
    
    
    
    
    3,872
    (2)
    
    $
    7262002
    
    $
    1,897
    
    
    
    111
    (1)
    
    
    
    
    
    
    542
    (2)
    
    $
    1,466
   (1)     Includes charges to expense from discontinued operations of approximately
$0, $2.9 million and $34,000 in fiscal 2004, 2003 and 2002, respectively.(2)     Includes write-offs of uncollectible accounts from discontinued operations
of approximately $0, $3.9 million and $0 in 2004, 2003 and 2002, respectively.




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3. Exhibits Number
    
    Exhibit2.3(E)
    
    Agreement and Plan of Merger, dated as of July 6, 2001, by and among the
Registrant; Iris Acquisition, LLC, a Texas limited liability company;
Intelligent Reasoning Systems, Inc., a Texas corporation; and Clinton Bybee (as
the Shareholders Agent), as amended on July 12, 2001.3.1(H)
    
    Amended and Restated Articles of Incorporation of the Registrant.3.2(C)
    
    Bylaws of the Registrant and amendments thereto.3.3(H)
    
    Certificate of Amendment to Articles of Incorporation of the Registrant.4.1
    
    Reference is made to Exhibits 3.1, 3.2 and 3.3.10.1(A)*
    
    Form of Indemnification Agreement between the Registrant and each of its
executive officers and directors.10.2(A)*
    
    1987 Stock Option Plan and Form of Stock Option Agreement.10.3.1(B)
    
    Lease agreement between Berg & Berg Developers and the Registrant dated August
6, 1996.10.3.2(H)
    
    First Amendment to Lease between Mission West Properties, L.P. II and the
Registrant dated December 7, 2001.10.8(M)*
    
    Offer Letter between the Registrant and Elwood Spedden dated February 4, 2003.10.9(D)*
    
    Agreement Regarding Change of Control between the Registrant and Jeffrey
Hawthorne dated October 15, 1995.10.10(P)
    
    Lease Agreement between Corridor Park Pointe II, L.P. and Intelligent Reasoning
Systems, Inc., dated May 21, 1999.10.11(P)
    
    First Amendment to Lease Agreement between Corridor Park Pointe II, L.P. and
Intelligent Reasoning Systems, Inc. dated November 9, 1999.10.12(P)
    
    Second Amendment to Lease Agreement between Corridor Park Pointe II, L.P. and
Intelligent Reasoning Systems, Inc. dated March 15, 2000.10.13(F)
    
    Agreement for Purchase and Sale of Commercial Property between the Registrant
and Integrated Power Chip Corporation dated February 12, 2001.10.15(G)
    
    Image Processing Systems Inc. Amended Share Incentive Plan.10.16(P)
    
    Series E Stock Purchase Warrant for Leader Technologies LTD, dated March 1, 2000.10.17(I)
    
    Manufacturing Services Agreement, dated as of December 10, 2001 by and between
the Registrant and Sanmina-SCI Corporation.10.18(H)
    
    Real Estate Sublease by and between the Registrant and Sanmina-SCI Corporation
dated December 10, 2001.10.19(H)
    
    Amended and Restated Agreement for Purchase of Inventory by and between the
Registrant and Sanmina-SCI Corporation dated January 29, 2002.10.20(L)*
    
    Amended and Restated 1995 Stock Option Plan, as amended.10.20.1(W)*
    
    Form of Stock Option Agreement under 1995 Stock Option Plan, as amended.10.21(L)*
    
    1995 Employee Stock Purchase Plan, as amended.10.22(M)*
    
    2001 Equity Incentive Plan, as amended.10.22.1(W)*
    
    Form of Stock Option Agreement under 2001 Equity Incentive Plan, as amended.10.25.1(Q)
    
    Lease Agreement between Bruce N. Huntley Contracting Limited and Image
Processing Systems Inc. dated September 17, 1997.10.25.2(Q)
    
    Option to Renew Agreement between Bruce N. Huntley Contracting Limited and
Photon Dynamics Canada Inc. dated May 24, 2002.10.26(V)
    
    Third Amendment to Lease Agreement between the Registrant and Mission West
Properties L.P. II dated as of August 2003.10.29(R)*
    
    Offer Letter between the Registrant and Richard Okumoto dated April 21, 2003.10.30(V)*
    
    Consulting Agreement between the Registrant and Malcolm Thompson dated July 28,
2003.




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Number
    
    Exhibit10.31(V)*
    
    Amendment to Consulting Agreement between the Registrant and Malcolm Thompson
dated September 1, 2003.10.33(S)*
    
    Separation Agreement, dated December 4, 2003, between Elwood Spedden and Photon
Dynamics, Inc.10.34(S)
    
    Settlement and License Agreement, dated November 10, 2003, between Photon
Dynamics, Inc., Shimadzu Corporation, Panelvision Technology, Inc. and Guillermo
Toro-Lira.10.35(T)*
    
    Consulting Agreement, dated March 18, 2004, between the Registrant and Malcolm
Thompson.10.36(T)
    
    Termination and Assignment Agreement, dated February 27, 2004, between Photon
Dynamics, Inc. and Ishikawajima-Harima Heavy Industries Co. Ltd.10.37(U)
    
    Confidential Mutual Settlement Agreement and Mutual General Release of All
Claims, dated April 22, 2004, between Photon Dynamics, Inc. and Robert L.
Thomason, et. al.10.38(W)*
    
    Offer Letter between the Registrant and Mark Merrill dated April 27, 2004.10.39(W)*
    
    Executive Officer Bonus Compensation Plan.10.40*
    
    Outside Director Cash Compensation Arrangement.21.1(W)
    
    Subsidiaries of the Registrant.23.1(W)
    
    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.24.1(W)
    
    Power of Attorney (included on the signature pages hereto).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).
   Key to Exhibits:  (A)
    
    Previously filed on the Registrants Registration
Statement on Form SB-2 (Commission File No.
33-98232-LA) as filed with the Securities and
Exchange Commission (the SEC) on November 15,
1995 and incorporated herein by reference.(B)
    
    Previously filed as an exhibit to the Registrants
Annual Report on Form 10-KSB for the fiscal year
ended September 30, 1996 (Commission File No.
000-27234) as filed with the SEC on December 30,
1996, and incorporated herein by reference.(C)
    
    Previously filed as an exhibit to the Registrants
Annual Report on Form 10-KSB for the fiscal year
ended September 30, 1998 as filed with the SEC on
December 18, 1998, and incorporated herein by
reference.(D)
    
    Previously filed as an exhibit to the Registrants
Annual Report on Form 10-KSB for the fiscal year
ended September 30, 1999 as filed with the SEC on
October 27, 1999, and incorporated herein by
reference.(E)
    
    Previously filed as an exhibit to the Registrants
Current Report on Form 8-K as filed with the SEC on
July 25, 2001, and incorporated herein by
reference.(F)
    
    Previously filed as an exhibit to the Registrants
Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001 as filed with the SEC on May 4,
2001, and incorporated herein by reference.(G)
    
    Previously filed as an exhibit to the Registrants
Registration Statement on Form S-8 as filed with
the SEC on January 24, 2001, and incorporated
herein by reference.(H)
    
    Previously filed as an exhibit to the Registrants
Registration Statement on Form S-1 (Commission File




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##### Table of Contents



No. 333-76650) as filed with the SEC on January 14,
2002, as amended, and incorporated by reference
herein.  (I)
    
    Previously filed as an exhibit to the Registrants
Current Report on Form 8-K as filed with the SEC on
January 7, 2002, and incorporated herein by
reference. Confidential treatment has been granted
for portions of this exhibit.(K)
    
    Previously filed as an exhibit to the Registrants
Current Report on Form 8-K/ A as filed with the SEC
on July 29, 2002, and incorporated herein by
reference.(L)
    
    Previously filed as an
exhibit to the
Registrants
Registration Statement
on Form S-8 (Reg. No.
333-117021) as filed
with the SEC on June
30, 2004, and
incorporated herein by
reference.(M)
    
    Previously filed as an
exhibit to the
Registrants Quarterly
Report Form on Form
10-Q for the quarter
ended March 31, 2003
as filed with the SEC
on May 9, 2003, and
incorporated herein by
reference.(N)
    
    Previously filed as an
appendix to the
Registrants
Definitive Proxy
Statement as filed
with the SEC on
November 8, 1999 and
incorporated herein by
reference.(O)
    
    Previously filed as an
exhibit to the
Registrants
Registration Statement
on Form S-3 as filed
with the SEC on
November 7, 2000 and
incorporated herein by
reference.(P)
    
    Previously filed as an
exhibit to the
Registrants Annual
Report on Form 10-K
for the fiscal year
ended September 30,
2001 as filed with the
SEC on December 6,
2001, and incorporated
here by reference.(Q)
    
    Previously filed as an
exhibit to the
Registrants Annual
Report on Form 10-K
for the fiscal year
ended September 30,
2002 as filed with the
SEC on December 11,
2002, and incorporated
here by reference.(R)
    
    Previously filed as an
exhibit to the
Registrants Quarterly
Report Form on Form
10-Q for the quarter
ended June 30, 2003 as
filed with SEC on
August 14, 2003, and
incorporated herein by
reference.(S)
    
    Previously filed as an
exhibit to the
Registrants Quarterly
Report Form on Form
10-Q for the quarter
ended December 31,
2003 as filed with SEC
on February 17, 2004,
and incorporated
herein by reference.
Confidential treatment
has been granted for
portions of Exhibit
10.34.(T)
    
    Previously filed as an
exhibit to the
Registrants Quarterly
Report Form on Form
10-Q for the quarter
ended March 31, 2004
as filed with SEC on
May 14, 2004, and
incorporated herein by
reference.
Confidential treatment
has been granted for
portions of Exhibit
10.36.(U)
    
    Previously filed as an
exhibit to the
Registrants Quarterly
Report Form on Form
10-Q for the quarter
ended June 30, 2004 as
filed with SEC on
August 16, 2004, and
incorporated herein by
reference.
Confidential treatment
has been requested for
portions of this
exhibit.(V)
    
    Previously filed as an
exhibit to the
Registrants Annual
Report on Form 10-K
for the fiscal year
ended September 30,
2003 as filed with the
SEC on December 24,
2003, and incorporated
here by reference.(W)
    
    Previously filed as an
exhibit to the
Registrants Annual
Report on Form 10-K
for the fiscal year
ended September 30,
2004 as filed with the
SEC on December 14,
2004, and incorporated
here by reference.*
    
    Indicates a management contract or compensatory plan or arrangement.**
    
    The certification attached as Exhibit 32.1 accompanies the Annual Report on Form
10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be
deemed filed by the Company for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended.  (b)
    
    ExhibitsSee Item 15(a) above.(c)
    
    Financial Statement SchedulesSee Item 15(a) above.




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##### Table of Contents



SIGNATURES Pursuant to the requirements of Section 13 or15(d)of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized. PHOTON DYNAMICS, INC.By:
    /s/ JEFFREY A. HAWTHORNEJeffrey A. HawthornePresident and Chief Executive Officer Dated: December 22, 2004




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EXHIBIT INDEX Number
    
    Exhibit2.3(E)
    
    Agreement and Plan of Merger, dated as of July 6, 2001, by and among the
Registrant; Iris Acquisition, LLC, a Texas limited liability company;
Intelligent Reasoning Systems, Inc., a Texas corporation; and Clinton Bybee (as
the Shareholders Agent), as amended on July 12, 2001.3.1(H)
    
    Amended and Restated Articles of Incorporation of the Registrant.3.2(C)
    
    Bylaws of the Registrant and amendments thereto.3.3(H)
    
    Certificate of Amendment to Articles of Incorporation of the Registrant.4.1
    
    Reference is made to Exhibits 3.1, 3.2 and 3.3.10.1(A)*
    
    Form of Indemnification Agreement between the Registrant and each of its
executive officers and directors.10.2(A)*
    
    1987 Stock Option Plan and Form of Stock Option Agreement.10.3.1(B)
    
    Lease agreement between Berg & Berg Developers and the Registrant dated August
6, 1996.10.3.2(H)
    
    First Amendment to Lease between Mission West Properties, L.P. II and the
Registrant dated December 7, 2001.10.8(M)*
    
    Offer Letter between the Registrant and Elwood Spedden dated February 4, 2003.10.9(D)*
    
    Agreement Regarding Change of Control between the Registrant and Jeffrey
Hawthorne dated October 15, 1995.10.10(P)
    
    Lease Agreement between Corridor Park Pointe II, L.P. and Intelligent Reasoning
Systems, Inc., dated May 21, 1999.10.11(P)
    
    First Amendment to Lease Agreement between Corridor Park Pointe II, L.P. and
Intelligent Reasoning Systems, Inc. dated November 9, 1999.10.12(P)
    
    Second Amendment to Lease Agreement between Corridor Park Pointe II, L.P. and
Intelligent Reasoning Systems, Inc. dated March 15, 2000.10.13(F)
    
    Agreement for Purchase and Sale of Commercial Property between the Registrant
and Integrated Power Chip Corporation dated February 12, 2001.10.15(G)
    
    Image Processing Systems Inc. Amended Share Incentive Plan.10.16(P)
    
    Series E Stock Purchase Warrant for Leader Technologies LTD, dated March 1, 2000.10.17(I)
    
    Manufacturing Services Agreement, dated as of December 10, 2001 by and between
the Registrant and Sanmina-SCI Corporation.10.18(H)
    
    Real Estate Sublease by and between the Registrant and Sanmina-SCI Corporation
dated December 10, 2001.10.19(H)
    
    Amended and Restated Agreement for Purchase of Inventory by and between the
Registrant and Sanmina-SCI Corporation dated January 29, 2002.10.20(L)*
    
    Amended and Restated 1995 Stock Option Plan, as amended.10.20.1(W)*
    
    Form of Stock Option Agreement under 1995 Stock Option Plan, as amended.10.21(L)*
    
    1995 Employee Stock Purchase Plan, as amended.10.22(M)*
    
    2001 Equity Incentive Plan, as amended.10.22.1(W)*
    
    Form of Stock Option Agreement under 2001 Equity Incentive Plan, as amended.10.25.1(Q)
    
    Lease Agreement between Bruce N. Huntley Contracting Limited and Image
Processing Systems Inc. dated September 17, 1997.10.25.2(Q)
    
    Option to Renew Agreement between Bruce N. Huntley Contracting Limited and
Photon Dynamics Canada Inc. dated May 24, 2002.10.26(V)
    
    Third Amendment to Lease Agreement between the Registrant and Mission West
Properties L.P. II dated as of August 2003.




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##### Table of Contents



Number
    
    Exhibit10.29(R)*
    
    Offer Letter between the Registrant and Richard Okumoto dated April 21, 2003.10.30(V)*
    
    Consulting Agreement between the Registrant and Malcolm Thompson dated July 28,
2003.10.31(V)*
    
    Amendment to Consulting Agreement between the Registrant and Malcolm Thompson
dated September 1, 2003.10.33(S)*
    
    Separation Agreement, dated December 4, 2003, between Elwood Spedden and Photon
Dynamics, Inc.10.34(S)
    
    Settlement and License Agreement, dated November 10, 2003, between Photon
Dynamics, Inc., Shimadzu Corporation, Panelvision Technology, Inc. and Guillermo
Toro-Lira.10.35(T)*
    
    Consulting Agreement, dated March 18, 2004, between the Registrant and Malcolm
Thompson.10.36(T)
    
    Termination and Assignment Agreement, dated February 27, 2004, between Photon
Dynamics, Inc. and Ishikawajima-Harima Heavy Industries Co. Ltd.10.37(U)
    
    Confidential Mutual Settlement Agreement and Mutual General Release of All
Claims, dated April 22, 2004, between Photon Dynamics, Inc. and Robert L.
Thomason, et. al.10.38(W)*
    
    Offer Letter between the Registrant and Mark Merrill dated April 27, 2004.10.39(W)*
    
    Executive Officer Bonus Compensation Plan.10.40*
    
    Outside Director Cash Compensation Arrangement.21.1(W)
    
    Subsidiaries of the Registrant.23.1(W)
    
    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.24.1(W)
    
    Power of Attorney (included on the signature pages hereto).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).
   Key to Exhibits:  (A)
    
    Previously filed on the
Registrants Registration
Statement on Form SB-2
(Commission File No. 33-98232-LA)
as filed with the Securities and
Exchange Commission (the SEC)
on November 15, 1995 and
incorporated herein by reference.(B)
    
    Previously filed as an exhibit to
the Registrants Annual Report on
Form 10-KSB for the fiscal year
ended September 30, 1996
(Commission File No. 000-27234)
as filed with the SEC on December
30, 1996, and incorporated herein
by reference.(C)
    
    Previously filed as an exhibit to
the Registrants Annual Report on
Form 10-KSB for the fiscal year
ended September 30, 1998 as filed
with the SEC on December 18,
1998, and incorporated herein by
reference.(D)
    
    Previously filed as an exhibit to
the Registrants Annual Report on
Form 10-KSB for the fiscal year
ended September 30, 1999 as filed
with the SEC on October 27, 1999,
and incorporated herein by
reference.(E)
    
    Previously filed as an exhibit to
the Registrants Current Report
on Form 8-K as filed with the SEC
on July 25, 2001, and
incorporated herein by reference.(F)
    
    Previously filed as an exhibit to
the Registrants Quarterly Report
on Form 10-Q for the quarter
ended March 31, 2001 as filed
with the SEC on May 4, 2001, and
incorporated herein by reference.(G)
    
    Previously filed as an exhibit to
the Registrants Registration
Statement on Form S-8 as filed
with the SEC on January 24, 2001,
and incorporated herein by
reference.




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##### Table of Contents



(H)
    
    Previously filed as an exhibit to
the Registrants Registration
Statement on Form S-1 (Commission
File No. 333-76650) as filed with
the SEC on January 14, 2002, as
amended, and incorporated by
reference herein.(I)
    
    Previously filed as an exhibit to
the Registrants Current Report
on Form 8-K as filed with the SEC
on January 7, 2002, and
incorporated herein by reference.
Confidential treatment has been
granted for portions of this
exhibit.(K)
    
    Previously filed as an exhibit to
the Registrants Current Report
on Form 8-K/ A as filed with the
SEC on July 29, 2002, and
incorporated herein by reference.(L)
    
    Previously filed as an exhibit to
the Registrants Registration
Statement on Form S-8 (Reg. No.
333-117021) as filed with the SEC
on June 30, 2004, and
incorporated herein by reference.(M)
    
    Previously filed as an exhibit to
the Registrants Quarterly Report
Form on Form 10-Q for the quarter
ended March 31, 2003 as filed
with the SEC on May 9, 2003, and
incorporated herein by reference.(N)
    
    Previously filed as an appendix
to the Registrants Definitive
Proxy Statement as filed with the
SEC on November 8, 1999 and
incorporated herein by reference.(O)
    
    Previously filed as an exhibit to
the Registrants Registration
Statement on Form S-3 as filed
with the SEC on November 7, 2000
and incorporated herein by
reference.(P)
    
    Previously filed as an exhibit to
the Registrants Annual Report on
Form 10-K for the fiscal year
ended September 30, 2001 as filed
with the SEC on December 6, 2001,
and incorporated here by
reference.(Q)
    
    Previously filed as an exhibit to
the Registrants Annual Report on
Form 10-K for the fiscal year
ended September 30, 2002 as filed
with the SEC on December 11,
2002, and incorporated here by
reference.(R)
    
    Previously filed as an exhibit to
the Registrants Quarterly Report
Form on Form 10-Q for the quarter
ended June 30, 2003 as filed with
SEC on August 14, 2003, and
incorporated herein by reference.(S)
    
    Previously filed as an exhibit to
the Registrants Quarterly Report
Form on Form 10-Q for the quarter
ended December 31, 2003 as filed
with SEC on February 17, 2004,
and incorporated herein by
reference. Confidential treatment
has been granted for portions of
Exhibit 10.34.(T)
    
    Previously filed as an exhibit to
the Registrants Quarterly Report
Form on Form 10-Q for the quarter
ended March 31, 2004 as filed
with SEC on May 14, 2004, and
incorporated herein by reference.
Confidential treatment has been
granted for portions of Exhibit
10.36.(U)
    
    Previously filed as an exhibit to
the Registrants Quarterly Report
Form on Form 10-Q for the quarter
ended June 30, 2004 as filed with
SEC on August 16, 2004, and
incorporated herein by reference.
Confidential treatment has been
requested for portions of this
exhibit.(V)
    
    Previously filed as an exhibit to
the Registrants Annual Report on
Form 10-K for the fiscal year
ended September 30, 2003 as filed
with the SEC on December 24,
2003, and incorporated here by
reference.(W)
    
    Previously filed as an exhibit to
the Registrants Annual Report on
Form 10-K for the fiscal year
ended September 30, 2004 as filed
with the SEC on December 14,
2004, and incorporated here by
reference.*
    
    Indicates a management contract or compensatory plan or arrangement.**
    
    The certification attached as Exhibit 32.1 accompanies the Annual Report
on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
and shall not be deemed filed by the Company for purposes of Section 18
of the Securities Exchange Act of 1934, as amended.