##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 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 SEPTEMBER 30, 2006
 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: 000-30681
 DENDREON CORPORATION
 (Exact name of registrant as specified in its charter)
 DELAWARE
(State or other jurisdiction of incorporation or organization)
    
    22-3203193
(IRS Employer Identification No.)3005 FIRST AVENUE,SEATTLE, WASHINGTON
    
    98121(Address of registrants principal executive offices)
    
    (Zip Code)
 (206) 256-4545
(Registrants telephone number, including area code)
 N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
 
 þ o
  o þ o
 o þ




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##### 



DENDREON CORPORATION
 INDEX
 PAGE NO.PART I. FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    
    3Consolidated Balance Sheets as of September 30, 2006 and December 31, 2005


    
    
    3Consolidated Statements of Operations for the Three Months and Nine Months Ended September 30, 2006 and 2005

    
    
    
    4Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2006 and 2005


    
    
    
    5Notes to Consolidated Financial Statements

    
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

    
    
    
    13Item 3. Qualitative and Quantitative Disclosures About Market Risk


    
    
    
    20Item 4. Controls and Procedures


    
    
    
    20PART II. OTHER INFORMATIONItem 1. Legal Proceedings


    
    
    
    21Item 6. Exhibits


    
    
    
    21SIGNATURES


    
    
    
    22EXHIBIT INDEX


    
    
    
    23EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 
 DENDREON CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
 September 30,
    
    
    December 31,2006
    
    
    2005(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    32,882
    
    
    $
    81,949Short-term investments
    
    
    54,623
    
    
    
    52,273Accounts receivable
    
    
    5,944
    
    
    
    5,636Restricted cash
    
    
    1,722
    
    
    
    1,974Prepaid and other current assets
    
    
    1,976
    
    
    
    2,255Total current assets
    
    
    97,147
    
    
    
    144,087Property and equipment, net
    
    
    29,092
    
    
    
    22,296Long-term investments
    
    
    5,052
    
    
    
    32,187Long-term restricted cash
    
    
    8,065
    
    
    
    8,314Deposits
    
    
    585
    
    
    
    669Total assets
    
    $
    139,941
    
    
    $
    207,553LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    1,197
    
    
    $
    428Accrued liabilities
    
    
    8,050
    
    
    
    13,619Accrued compensation
    
    
    3,805
    
    
    
    4,234Deferred revenue
    
    
    113
    
    
    
    82Current portion of capital lease obligations
    
    
    1,364
    
    
    
    1,955Current portion of long-term debt and facility lease obligation
    
    
    4,929
    
    
    
    2,237Total current liabilities
    
    
    19,458
    
    
    
    22,555Deferred revenue, less current portion
    
    
    499
    
    
    
    560Capital lease obligations, less current portion
    
    
    1,053
    
    
    
    1,904Long-term debt, less current portion
    
    
    8,160
    
    
    
    5,283Facility lease obligation, less current portion
    
    
    8,450
    
    
    
    8,542Commitments and contingenciesStockholders equity:Preferred stock, $0.001 par value; 10,000,000 shares
authorized, no shares issued or outstanding
    
    
    
    
    
    
    Common stock, $0.001 par value; 150,000,000 shares authorized,
71,323,014 and 71,115,910 shares issued and outstanding at
September 30, 2006 and December 31, 2005, respectively
    
    
    71
    
    
    
    71Additional paid-in capital
    
    
    473,291
    
    
    
    469,845Deferred stock-based compensation
    
    
    
    
    
    
    (120
    )Accumulated other comprehensive loss
    
    
    (143
    )
    
    
    (344
    )Accumulated deficit
    
    
    (370,898
    )
    
    
    (300,743
    )Total stockholders equity
    
    
    102,321
    
    
    
    168,709Total liabilities and stockholders equity
    
    $
    139,941
    
    
    $
    207,553
  3




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##### Table of Contents



DENDREON CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Revenue
    
    $
    84
    
    
    $
    58
    
    
    $
    187
    
    
    $
    173Operating expenses:Research and development
    
    
    15,754
    
    
    
    15,986
    
    
    
    56,995
    
    
    
    45,376General and administrative
    
    
    5,974
    
    
    
    5,026
    
    
    
    16,634
    
    
    
    15,045Total operating expenses
    
    
    21,728
    
    
    
    21,012
    
    
    
    73,629
    
    
    
    60,421Loss from operations
    
    
    (21,644
    )
    
    
    (20,954
    )
    
    
    (73,442
    )
    
    
    (60,248
    )Interest income
    
    
    1,353
    
    
    
    1,337
    
    
    
    4,641
    
    
    
    3,816Interest expense
    
    
    (452
    )
    
    
    (70
    )
    
    
    (1,354
    )
    
    
    (276
    )Net loss
    
    $
    (20,743
    )
    
    $
    (19,687
    )
    
    $
    (70,155
    )
    
    $
    (56,708
    )Basic and diluted net loss per share
    
    $
    (0.29
    )
    
    $
    (0.33
    )
    
    $
    (0.98
    )
    
    $
    (0.96
    )Shares used in computation of basic and diluted net loss per share
    
    
    71,320
    
    
    
    59,339
    
    
    
    71,236
    
    
    
    59,234
  4




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DENDREON CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
 Nine Months EndedSeptember 30,2006
    
    
    2005Operating Activities:Net loss
    
    $
    (70,155
    )
    
    $
    (56,708
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization expense
    
    
    2,784
    
    
    
    2,204Non-cash stock-based compensation expense
    
    
    2,966
    
    
    
    803Gain on sale of fixed asset
    
    
    (15
    )
    
    
    Impairment of fixed assets
    
    
    419
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    (308
    )
    
    
    (637
    )Other current assets
    
    
    279
    
    
    
    (2,413
    )Deposits
    
    
    84
    
    
    
    (200
    )Deferred revenue
    
    
    (30
    )
    
    
    (68
    )Accounts payable
    
    
    769
    
    
    
    1,403Accrued liabilities and compensation
    
    
    (5,998
    )
    
    
    (936
    )Net cash used in operating activities
    
    
    (69,205
    )
    
    
    (56,552
    )Investing Activities:Purchases of investments
    
    
    (290,184
    )
    
    
    (338,593
    )Maturities of investments
    
    
    315,170
    
    
    
    400,861Purchases of property and equipment
    
    
    (9,984
    )
    
    
    (4,955
    )Net cash provided by investing activities
    
    
    15,002
    
    
    
    57,313Financing Activities:Proceeds from equipment financing arrangement, net of debt financing costs
    
    
    7,624
    
    
    
    Proceeds from security deposits associated with debt
    
    
    501
    
    
    
    Payments on capital lease obligations
    
    
    (1,442
    )
    
    
    (1,128
    )Payments on long-term debt
    
    
    (2,072
    )
    
    
    Payments on facility lease obligation
    
    
    (75
    )
    
    
    Proceeds from exercise of stock options and warrants
    
    
    192
    
    
    
    202Issuance of common stock under the employee stock purchase plan
    
    
    408
    
    
    
    1,099Net cash provided by financing activities
    
    
    5,136
    
    
    
    173Net (decrease) increase in cash and cash equivalents
    
    
    (49,067
    )
    
    
    934Cash and cash equivalents at beginning of period
    
    
    81,949
    
    
    
    54,501Cash and cash equivalents at end of period
    
    $
    32,882
    
    
    $
    55,435
  5




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DENDREON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. BUSINESS, PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION
 Business
 ®
 Restatement of Financial Statements
   Principles of Consolidation
  Basis of Presentation
  6




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Net Loss Per Share
  2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Research and Development Expenses
  Accounting for Stock-Based Compensation
      7




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in thousands, except per share amounts
 Three months
    
    
    Nine monthsended
    
    
    endedSeptember 30, 2005
    
    
    September 30, 2005Net loss
    
    $
    (19,687
    )
    
    $
    (56,708
    )Add: stock based employee compensation expense included in reported net loss
    
    
    161
    
    
    
    628Deduct: pro forma stock-based employee compensation expense
    
    
    (182
    )
    
    
    (13,757
    )Pro forma net loss
    
    $
    (19,708
    )
    
    $
    (69,837
    )Net loss per share as reported
    
    $
    (0.33
    )
    
    $
    (0.96
    )Pro forma net loss per share
    
    $
    (0.33
    )
    
    $
    (1.18
    )
   Employee Stock Options
    
    
    ESPPSeptember 30,
    
    
    
    
    
    
    September 30,September 30,
    
    
    2005
    
    
    September 30,
    
    
    20052006
    
    
    (Pro forma)
    
    
    2006
    
    
    (Pro forma)Expected term (in years)
    
    
    5.0
    
    
    
    5.0
    
    
    
    0.5
    
    
    
    0.5Expected stock price volatility
    
    
    81
    %
    
    
    93
    %
    
    
    80
    %
    
    
    65
    %Risk-free interest rate
    
    
    4.6
    %
    
    
    4.0
    %
    
    
    4.7
    %
    
    
    3.3
    %Expected dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Estimated forfeiture rate
    
    
    13.9
    %
    
    
    
    
    
    
    
    
    
    
    Estimated fair value per option granted
    
    $
    3.02
    
    
    $
    4.11
    
    
    $
    1.79
    
    
    $
    1.76
  Employee Stock Options
    
    
    ESPPSeptember 30,
    
    
    
    
    
    
    September 30,September 30,
    
    
    2005
    
    
    September 30,
    
    
    20052006
    
    
    (Pro forma)
    
    
    2006
    
    
    (Pro forma)Expected term (in years)
    
    
    4.93
    
    
    
    5.0
    
    
    
    0.5
    
    
    
    0.5Expected stock price volatility
    
    
    81
    %
    
    
    94
    %
    
    
    80
    %
    
    
    65
    %Risk-free interest rate
    
    
    4.6
    %
    
    
    3.9
    %
    
    
    4.7
    %
    
    
    3.3
    %Expected dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Estimated forfeiture rate
    
    
    13.9
    %
    
    
    
    
    
    
    
    
    
    
    Estimated fair value per option granted
    
    $
    3.42
    
    
    $
    4.59
    
    
    $
    1.86
    
    
    $
    1.93
   8




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3. RECENT ACCOUNTING PRONOUNCEMENTS
    4. PROPERTY AND EQUIPMENT
  September 30,
    
    
    December 31,(in thousands)
    
    2006
    
    
    2005Furniture and office equipment
    
    $
    1,254
    
    
    $
    1,232Laboratory and manufacturing equipment
    
    
    9,301
    
    
    
    9,226Computer equipment
    
    
    6,060
    
    
    
    2,822Leasehold improvements
    
    
    4,507
    
    
    
    4,374Construction in progress
    
    
    22,840
    
    
    
    16,77143,962
    
    
    
    34,425Less accumulated depreciation and amortization
    
    
    (14,870
    )
    
    
    (12,129
    )$
    29,092
    
    
    $
    22,296
  5. ACCRUED LIABILITIES
  9




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##### Table of Contents



September 30,
    
    
    December 31,(in thousands)
    
    2006
    
    
    2005Clinical trial costs
    
    $
    2,680
    
    
    $
    3,103Construction in progress
    
    
    338
    
    
    
    2,681Antigen manufacturing
    
    
    1,054
    
    
    
    4,055Deferred rent
    
    
    726
    
    
    
    895Other accrued liabilities
    
    
    3,252
    
    
    
    2,885$
    8,050
    
    
    $
    13,619
 6. RESTRUCTURING
  PaidPaid
    
    
    Paid
    
    
    InIncurred In
    
    
    In
    
    
    In
    
    
    Third
    
    
    
    
    
    
    BalanceNine Months
    
    
    First
    
    
    Second
    
    
    Quarter
    
    
    
    
    
    
    As ofRestructuring Charges (in thousands)
    
    Ended 9/30/06
    
    
    Quarter 2006
    
    
    Quarter 2006
    
    
    2006
    
    
    Adjustments
    
    
    9/30/06Severance and outplacement costs
    
    $
    1,314
    
    
    $
    (894
    )
    
    $
    (299
    )
    
    $
    (48
    )
    
    $
    (17
    )
    
    $
    56Stock compensation expense
    
    
    60
    
    
    
    (60
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    1,374
    
    
    $
    (954
    )
    
    $
    (299
    )
    
    $
    (48
    )
    
    $
    (17
    )
    
    $
    56
 7. DEBT
  8. STOCK-BASED COMPENSATION
 The Employee Stock Purchase Plan
  10




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##### Table of Contents



Stock Option Plans
     Outstanding
    
    
    Weighted AverageStock
    
    
    Grant DateAwards
    
    
    Fair ValueBalance, January 1, 2006
    
    
    20,143
    
    
    
    4.58Units granted
    
    
    597,181
    
    
    
    4.43Units vested
    
    
    (24,611
    )
    
    
    2.33Units forfeited
    
    
    (40,519
    )
    
    
    5.15Balance, September 30, 2006
    
    
    552,194
    
    
    
    4.48
   11




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##### Table of Contents



Shares
    
    
    Weighted-Average
    
    
    Weighted-AverageSubject to
    
    
    Exercise Price per
    
    
    Remaining
    
    
    Aggregate IntrinsicOptions
    
    
    Share
    
    
    Contractual Life
    
    
ValueOutstanding, January 1, 2006
    
    
    5,823,025
    
    
    $
    8.37Granted
    
    
    982,993
    
    
    
    5.15Exercised
    
    
    (83,667
    )
    
    
    2.29Forfeited
    
    
    (1,341,806
    )
    
    
    8.51Outstanding, September 30, 2006
    
    
    5,380,545
    
    
    $
    7.84
    
    
    
    7.25
    
    
    $
    737,340Exercisable, September 30, 2006
    
    
    4,162,178
    
    
    $
    8.58
    
    
    
    6.69
    
    
    $
    694,310
    Options Outstanding
    
    
    Options ExercisableWeighted-Average
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Remaining
    
    
    Average
    
    
    
    
    
    
    AverageContractual
    
    
    Exercise
    
    
    
    
    
    
    ExerciseRange of Exercise Prices
    
    
    Shares
    
    
    Life (Years)
    
    
    Price
    
    
    Shares
    
    
    Price$
    0.75  $ 5.36
    
    
    
    1,112,036
    
    
    
    6.57
    
    
    $
    4.10
    
    
    
    716,214
    
    
    $
    3.825.44        5.74
    
    
    
    1,096,742
    
    
    
    8.35
    
    
    
    5.57
    
    
    
    394,453
    
    
    
    5.685.80        8.06
    
    
    
    1,115,589
    
    
    
    7.62
    
    
    
    7.09
    
    
    
    1,002,833
    
    
    
    7.208.12      10.69
    
    
    
    1,148,388
    
    
    
    7.50
    
    
    
    9.61
    
    
    
    1,140,888
    
    
    
    9.6110.77    36.74
    
    
    
    907,790
    
    
    
    5.97
    
    
    
    13.83
    
    
    
    907,790
    
    
    
    13.835,380,545
    
    
    
    7.25
    
    
    $
    7.84
    
    
    
    4,162,178
    
    
    $
    8.58
  StockAvailablefor GrantBalance, January 1, 2006
    
    
    1,178,703Additional shares reserved
    
    
    750,000Granted
    
    
    (1,580,174
    )Forfeited
    
    
    1,382,325Balance, September 30, 2006
    
    
    1,730,854
 9. COMPREHENSIVE LOSS
  12




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Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,(in thousands)
    
    2006
    
    
    2005
    
    
    2006
    
    
    2005Net loss
    
    $
    (20,743
    )
    
    $
    (19,687
    )
    
    $
    (70,155
    )
    
    $
    (56,708
    )Net unrealized gain (loss) on securities
    
    
    242
    
    
    
    (33
    )
    
    
    201
    
    
    
    177Comprehensive loss
    
    $
    (20,501
    )
    
    $
    (19,720
    )
    
    $
    (69,954
    )
    
    $
    (56,531
    )
 10. COMMITMENTS SUPPLY AGREEMENT
  
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    OVERVIEW
   13




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##### Table of Contents



Provenge (sipuleucel-T)
  Journal of Clinical Oncology.
  14




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##### Table of Contents



Studies 1 and 2Study 1 (D9901)
    
    
    Study 2 (D9902A)
    
    
    IntegratedN = 127
    
    
    N = 98
    
    
    N = 225Median Survival in months:Provenge
    
    
    25.9
    
    
    
    19.0
    
    
    
    23.2Placebo
    
    
    21.4
    
    
    
    15.7
    
    
    
    18.9Median Survival Benefit: % (months)
    
    
    21% (4.5
    )
    
    
    21% (3.3
    )
    
    
    23% (4.3
    )Hazard Ratio
    
    
    1.7
    
    
    
    1.3
    
    
    
    1.5p-value (log rank)
    
    
    p=0.010
    
    
    
    p=0.331
    
    
    
    p=0.011Hazard Ratio
    
    
    2.1
    
    
    
    1.9
    
    
    
    1.8p-value (Cox regression, adj.)
    
    
    p=0.002
    
    
    
    p=0.023
    
    
    
    p=0.000636-Month Survival: % (patients)Provenge
    
    
    34%(28
    )
    
    
    32%(21
    )
    
    
    33%(49
    )Placebo
    
    
    11%(5
    )
    
    
    21%(7
    )
    
    
    15%(12
    )
    Other Provenge Clinical Trials
  15




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##### Table of Contents



Cancer
   Neuvenge (lapuleucel-T)
  Preclinical Research and Development Programs
    16




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##### Table of Contents



CRITICAL ACCOUNTING POLICIES AND ESTIMATES
  Research and Development Expenses
  Stock-Based Compensation
     RESULTS OF OPERATIONS FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
 Revenue
  17




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##### Table of Contents



Research and Development Expenses
   Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Clinical programs:Cancer
    
    $
    4.2
    
    
    $
    4.4
    
    
    $
    22.4
    
    
    $
    11.9Indirect costs
    
    
    10.6
    
    
    
    8.9
    
    
    
    31.1
    
    
    
    26.2Total clinical programs
    
    
    14.8
    
    
    
    13.3
    
    
    
    53.5
    
    
    
    38.1Discovery research
    
    
    1.0
    
    
    
    2.7
    
    
    
    3.5
    
    
    
    7.3Total research and development expense
    
    $
    15.8
    
    
    $
    16.0
    
    
    $
    57.0
    
    
    $
    45.4
  General and Administrative Expenses
  Interest Income
  Interest Expense
  18




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
 Commitments
      Resources and Indebtedness
    19




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##### Table of Contents




    
    supporting our submission of a BLA for Provenge;
    
    manufacturing scale-up and infrastructure development related to the planned commercialization of Provenge;
    
    supporting additional clinical trials of Provenge; and
    
    continuing internal research and development.
  
 ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  20




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##### Table of Contents



Changes in Internal Controls
  
 PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 6. EXHIBITS
 ExhibitNumber
    
    Description3.1
    
    Amended and Restated Certificate of Incorporation. (1)3.2
    
    Certificate of Amendment to Amended and Restated Certificate of Incorporation. (2)3.3
    
    Amended and Restated Bylaws. (3)4.1
    
    Specimen Common Stock Certificate. (4)4.2
    
    Certificate of Designation of Series A Junior Participating Preferred Stock. (5)4.3
    
    Rights Agreement between the registrant and Mellon Investor Services LLC, as Rights Agent, dated
September 18, 2002. (6)4.4
    
    Form of Right Certificate. (7)31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32
    
    Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C § 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 (1)
    
    Incorporated by reference to Exhibit 3.1 filed with the registrants Form 10-Q for the
quarter ended March 31, 2002, File No. 000-30681.(2)
    
    Incorporated by reference to Exhibit 3.1 filed with the registrants Form 8-K, filed with
the SEC on September 13, 2005, File No. 000-30681.(3)
    
    Incorporated by reference to Exhibit 3.2 filed with the registrants Form 10-Q for the
quarter ended September 30, 2004, File No. 000-30681.(4)
    
    Incorporated by reference to Exhibit 4.1 filed with the registrants Registration Statement
on Form S-1/A, File No. 333-31920.(5)
    
    Incorporated by reference to Exhibit 4.1 filed with the registrants Registration Form 8-K,
filed with the SEC on September 25, 2002, File No. 000-30681.(6)
    
    Incorporated by reference to Exhibit 99.2 filed with the registrants Registration Form 8-K,
filed with the SEC on September 25, 2002, File No. 000-30681.(7)
    
    Incorporated by reference to Exhibit 99.3 filed with the registrants Form 8-K, filed with
the SEC on September 25, 2002, File No. 000-30681. 21




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##### Table of Contents



SIGNATURES
   DENDREON CORPORATIONBy:

/s/ Richard F. Hamm, Jr.Richard F. Hamm, Jr.Senior Vice President, Corporate Development,
General Counsel and Secretary(Authorized Officer and Principal Financial
Officer) 22




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description3.1
    
    Amended and Restated Certificate of Incorporation. (1)3.2
    
    Certificate of Amendment to Amended and Restated Certificate of Incorporation. (2)3.3
    
    Amended and Restated Bylaws. (3)4.1
    
    Specimen Common Stock Certificate. (4)4.2
    
    Certificate of Designation of Series A Junior Participating Preferred Stock. (5)4.3
    
    Rights Agreement between the registrant and Mellon Investor Services LLC, as Rights Agent, dated
September 18, 2002. (6)4.4
    
    Form of Right Certificate. (7)31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32
    
    Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C § 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 (1)
    
    Incorporated by reference to Exhibit 3.1 filed with the registrants Form 10-Q for the
quarter ended March 31, 2002, File No. 000-30681.(2)
    
    Incorporated by reference to Exhibit 3.1 filed with the registrants Form 8-K, filed with the
SEC on September 13, 2005, File No. 000-30681.(3)
    
    Incorporated by reference to Exhibit 3.2 filed with the registrants Form 10-Q for the
quarter ended September 30, 2004, File No. 000-30681.(4)
    
    Incorporated by reference to Exhibit 4.1 filed with the registrants Registration Statement
on Form S-1/A, File No. 333-31920.(5)
    
    Incorporated by reference to Exhibit 4.1 filed with the registrants Registration Form 8-K,
filed with the SEC on September 25, 2002, File No. 000-30681.(6)
    
    Incorporated by reference to Exhibit 99.2 filed with the registrants Registration Form 8-K,
filed with the SEC on September 25, 2002, File No. 000-30681.(7)
    
    Incorporated by reference to Exhibit 99.3 filed with the registrants Form 8-K, filed with
the SEC on September 25, 2002, File No. 000-30681. 23