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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 March 31, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 0-25040
 APPLIX, INC.
 (Exact name of registrant as specified in its charter)
 MASSACHUSETTS
    
    04-2781676(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer Identification
Number)
 289 Turnpike Road, Westborough, Massachusetts 01581
(Address of principal executive offices)
 (508) 870-0300
(Registrants telephone number)
 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 whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act. (Check one):
 Large accelerated filero
    
    Accelerated filero
    
    Non-accelerated filerþ
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Securities Exchange Act of 1934). Yes o No þ
 As of May 1, 2006, the Registrant had 15,185,409 outstanding shares of common stock.




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##### 



APPLIX, INC.
 Form 10-Q
 For the Quarterly Period Ended March 31, 2006
 Table of Contents
 PageNo.Part I  Financial InformationItem 1. Condensed Consolidated Financial Statements (Unaudited):Condensed Consolidated Balance Sheets as of March 31, 2006 and December 31, 2005
    
    
    3Condensed Consolidated Statements of Income for the three months ended March 31, 2006 and 2005
    
    
    4Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2006 and
2005
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    18Item 4. Controls and Procedures
    
    
    18Part II  Other Information
    
    
    20Item 1A. Risk Factors
    
    
    20Item 6. Exhibits
    
    
    24Signature
    
    
    25EX-10.1 CHANGE-IN-CONTROL AGREEMENT DATED 1/5/2006EX-31.1 SECTION 302 CERTIFICATION OF CEOEX-31.2 SECTION 302 CERTIFICATION OF CFOEX-32.1 SECTION 906 CERTIFICATION OF CEOEX-32.2 SECTION 906 CERTIFICATION OF CFO
    2




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PART I. FINANCIAL INFORMATION
 
 ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 Applix, Inc.
 
 Condensed Consolidated Balance Sheets
 (In thousands, except share and par value amounts)
 March 31,
    
    
    December 31,2006
    
    
    2005ASSETSCurrent assets:Cash and cash equivalents
    
    $
    25,044
    
    
    $
    20,740Short-term investments
    
    
    2,971
    
    
    
    4,198Accounts receivable, less allowance for doubtful accounts of $216 and $231,
respectively
    
    
    5,933
    
    
    
    8,066Other current assets
    
    
    1,460
    
    
    
    1,295Deferred tax assets
    
    
    162
    
    
    
    164Total current assets
    
    
    35,570
    
    
    
    34,463Restricted cash
    
    
    400
    
    
    
    500Property and equipment, net
    
    
    979
    
    
    
    953Other assets
    
    
    610
    
    
    
    712Intangible asset, net of accumulated amortization of $1,250 and $1,188, respectively
    
    
    250
    
    
    
    312Goodwill
    
    
    1,158
    
    
    
    1,158TOTAL ASSETS
    
    $
    38,967
    
    
    $
    38,098LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    1,070
    
    
    $
    1,504Accrued expenses
    
    
    4,976
    
    
    
    5,460Accrued restructuring expenses, current portion
    
    
    45
    
    
    
    44Deferred revenues
    
    
    9,574
    
    
    
    9,143Total current liabilities
    
    
    15,665
    
    
    
    16,151Accrued restructuring expenses, long term portion
    
    
    176
    
    
    
    186Other long term liabilities
    
    
    109
    
    
    
    133Total liabilities
    
    
    15,950
    
    
    
    16,470Commitments and contingencies (Note 7)Stockholders equity:Preferred stock, $.01 par value; 1,000,000 shares authorized; none issued and
outstandingCommon stock, $.0025 par value; 30,000,000 shares authorized; 15,102,934 and
14,923,894 shares issued and outstanding, respectively
    
    
    38
    
    
    
    37Additional paid-in capital
    
    
    58,298
    
    
    
    57,178Accumulated deficit
    
    
    (33,838
    )
    
    
    (33,935
    )Accumulated other comprehensive loss
    
    
    (1,481
    )
    
    
    (1,652
    )Total stockholders equity
    
    
    23,017
    
    
    
    21,628TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    38,967
    
    
    $
    38,098
  3




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Applix, Inc.
 
 Condensed Consolidated Statements of Income
(In thousands, except per share amounts)
 Three Months EndedMarch 31,2006
    
    
    2005Revenues:Software license
    
    $
    4,427
    
    
    $
    3,447Professional services and maintenance
    
    
    4,566
    
    
    
    4,201Total revenues
    
    
    8,993
    
    
    
    7,648Cost of revenues:Software license
    
    
    44
    
    
    
    23Professional services and maintenance
    
    
    1,016
    
    
    
    958Total cost of revenues
    
    
    1,060
    
    
    
    981Gross margin
    
    
    7,933
    
    
    
    6,667Operating expenses:Sales and marketing
    
    
    4,573
    
    
    
    3,395Product development
    
    
    1,568
    
    
    
    1,151General and administrative
    
    
    1,724
    
    
    
    1,361Amortization of an acquired intangible asset
    
    
    63
    
    
    
    63Total operating expenses
    
    
    7,928
    
    
    
    5,970Operating income
    
    
    5
    
    
    
    697Non-operating income (expense):Interest and other income (expense), net
    
    
    126
    
    
    
    (20
    )Income before income taxes
    
    
    131
    
    
    
    677Provision for income taxes
    
    
    12
    
    
    
    46Income from continuing operations
    
    
    119
    
    
    
    631Discontinued operations:Loss from discontinued operations
    
    
    (22
    )
    
    
    (20
    )Net income
    
    $
    97
    
    
    $
    611Net income (loss) per share, basic and diluted:Continuing operations, basic
    
    $
    0.01
    
    
    $
    0.04Continuing operations, diluted
    
    $
    0.01
    
    
    $
    0.04Discontinued operations
    
    $
    (0.00
    )
    
    $
    (0.00
    )Net income per share, basic
    
    $
    0.01
    
    
    $
    0.04Net income per share, diluted
    
    $
    0.01
    
    
    $
    0.04Weighted average number of shares outstanding:Basic
    
    
    15,024
    
    
    
    14,456Diluted
    
    
    16,467
    
    
    
    16,417
  4




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Applix, Inc.
 
 Condensed Consolidated Statements of Cash Flows
(In thousands)
 Three Months EndedMarch 31,2006
    
    
    2005Cash flows from operating activities:Net income
    
    $
    97
    
    
    $
    611Adjustments to reconcile net income to net cash provided
by (used in) operating activities:Depreciation
    
    
    115
    
    
    
    68Amortization
    
    
    63
    
    
    
    63Stock-based compensation expense
    
    
    495
    
    
    
    15Changes in operating assets and liabilities:Decrease in accounts receivable
    
    
    2,213
    
    
    
    1,619Increase in other assets
    
    
    (52
    )
    
    
    (31
    )(Decrease) increase in accounts payable
    
    
    (349
    )
    
    
    117Decrease in accrued expenses
    
    
    (478
    )
    
    
    (47
    )Decrease in accrued restructuring expenses
    
    
    (9
    )
    
    
    (55
    )Decrease in other liabilities
    
    
    (29
    )
    
    
    (27
    )Increase in deferred revenues
    
    
    458
    
    
    
    547Cash provided by operating activities
    
    
    2,524
    
    
    
    2,880Cash flows from investing activities:Property and equipment expenditures
    
    
    (226
    )
    
    
    (43
    )Decrease in restricted cash
    
    
    100
    
    
    
    Maturities of short-term investments
    
    
    3,175
    
    
    
    Purchases of short-term investments
    
    
    (1,948
    )
    
    
    (2,976
    )Cash provided by (used in) investing activities
    
    
    1,101
    
    
    
    (3,019
    )Cash flows from financing activities:Proceeds from issuance of common stock under stock plans
    
    
    584
    
    
    
    825Proceeds from notes receivable
    
    
    
    
    
    
    892Cash provided by financing activities
    
    
    584
    
    
    
    1,717Effect of exchange rate changes on cash
    
    
    95
    
    
    
    (140
    )Increase in cash and cash equivalents
    
    
    4,304
    
    
    
    1,438Cash and cash equivalents at beginning of period
    
    
    20,740
    
    
    
    15,924Cash and cash equivalents at end of period
    
    $
    25,044
    
    
    $
    17,362Supplemental disclosure of cash flow informationCash paid for income taxes
    
    $
    192
    
    
    $
    170
  5




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APPLIX, INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1. The Company
  2. Basis of Presentation
  Use of Estimates
  3. Stock-based Compensation
 Share-Based Payment Accounting
for Stock Issued to Employees,
   6




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i.e. Accounting for Stock-Based Compensation,
 Three MonthsEndedMarch 31,2006Cost of revenues
    
    $
    16Sales and marketing
    
    
    168Product development
    
    
    120General and
administrative
    
    
    191Total
    
    $
    495
       7




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WeightedAverageNumber
    
    Exercise PriceOptions outstanding at January 1, 2006
    
    
    3,467,812
    
    
    $
    3.46Options granted
    
    
    784,000
    
    
    $
    6.39Options exercised
    
    
    (130,784
    )
    
    $
    2.65Options cancelled
    
    
    (64,213
    )
    
    $
    7.95Options outstanding at March 31, 2006
    
    
    4,056,815
    
    
    $
    3.98Options exercisable at March 31, 2006
    
    
    1,987,795
    
    
    $
    2.89
    Stock Option
    
    PurchasePlans
    
    PlanExpected life (years)
    
    
    4.6
    
    
    
    .5Expected stock price volatility
    
    
    55.5
    %
    
    
    51.0
    %Risk free interest rate
    
    
    4.45
    %
    
    
    4.2
    %
 8




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Expected Term,
   Three MonthsEndedMarch 31, 2005Net income as reported
    
    $
    611Add: Total stock-based employee compensation expense included in reported net income
    
    
    15Deduct: Total stock-based employee compensation expense not included in reported
net income, determined under fair value based method for all awards
    
    
    (448
    )Pro forma net income
    
    $
    178Net income per share:Basic  as reported
    
    $
    0.04Diluted  as reported
    
    $
    0.04Basic  pro forma
    
    $
    0.01Diluted  pro forma
    
    $
    0.01Weighted average number of shares outstanding:Basic
    
    
    14,456Diluted
    
    
    15,898
  2005Expected life (years)
    
    
    4Expected stock price volatility
    
    
    94.8
    %Risk free interest rate
    
    
    3.57
    %
 4. Earnings Per Share
  9




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Three Months EndedMarch 31,2006
    
    
    2005(In thousands, exceptper share data)Numerator:Income from continuing operations
    
    $
    119
    
    
    $
    631Loss from discontinued operations
    
    
    (22
    )
    
    
    (20
    )Net income
    
    $
    97
    
    
    $
    611Denominator:Denominator for basic net income per share 
Weighted shares outstanding
    
    
    15,024
    
    
    
    14,456Dilutive effect of assumed exercise of stock options
    
    
    1,443
    
    
    
    1,961Denominator for diluted net income (loss) per share
    
    
    16,467
    
    
    
    16,417Basic net income (loss) per shareContinuing operations
    
    $
    0.01
    
    
    $
    0.04Discontinued operations
    
    $
    (0.00
    )
    
    $
    (0.00
    )Total net income per share
    
    $
    0.01
    
    
    $
    0.04Diluted net income (loss) per shareContinuing operations
    
    $
    0.01
    
    
    $
    0.04Discontinued operations
    
    $
    (0.00
    )
    
    $
    (0.00
    )Total net income per share
    
    $
    0.01
    
    
    $
    0.04
  5. Comprehensive Income (Loss)
  Three Months EndedMarch 31,(In thousands)2006
    
    
    2005Net income
    
    $
    97
    
    
    $
    611Foreign currency translation adjustments
    
    
    171
    
    
    
    (63
    )Unrealized loss on short-term investments
    
    
    
    
    
    
    (1
    )Other comprehensive income (loss)
    
    
    171
    
    
    
    (64
    )Total comprehensive income
    
    $
    268
    
    
    $
    547
 6. Income Taxes
  7. Commitments and Contingencies
 Contingencies
  10




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8. Restructuring Expenses
   Balance at
    
    
    
    
    
    
    
    
    
    
    Balance atDecember 31,
    
    
    Restructuring
    
    
    
    
    
    
    March 31,2005
    
    
    Expenses
    
    
    Payments
    
    
    2006Facility exit costs
    
    $
    230,000
    
    
    
    
    
    
    $
    (9,000
    )
    
    $
    221,000Total
    
    $
    230,000
    
    
    
    
    
    
    $
    (9,000
    )
    
    $
    221,000
 9. Discontinued Operations
  11




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 OVERVIEW OF THE COMPANYS OPERATIONS
   CRITICAL ACCOUNTING POLICIES AND ESTIMATES
  Stock-based compensation
    
    
    Expected volatility is based on the historical volatility of the Companys common
stock.
    
    The risk-free interest rate is based on the U.S. Treasury rates on the date of grant
for a term equivalent to the expected life of the options.
    
    The expected life was calculated using the method outlined in SEC Staff Accounting
Bulletin Topic 14.D.2, Expected Term, which
represents the average of the contractual life of the stock option
and its graded vesting term, as the Companys historical experience does not
provide a reasonable basis for the expected term of the option.
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
    
    No dividends payments as the Company intends to retain its earnings to finance
future growth and therefore does not anticipate paying any cash dividends on its common
stock in the foreseeable future.
    
    
    Revenue Recognition
    
    Allowance for Doubtful Accounts
    
    Goodwill and Other Intangible Assets and Related Impairment
    
    Restructuring
    
    Income Taxes
  RESULTS OF OPERATIONS
 Three Months Ended March 31, 2006 and 2005
 Revenues
 (In thousands, except percentages)Three Months Ended March 31,Percent
    
    
    
    
    
    
    Percentof
    
    
    
    
    
    
    of2006
    
    
    Revenue
    
    
    2005
    
    
    RevenueSoftware License Revenues
    
    $
    4,427
    
    
    
    49
    %
    
    $
    3,447
    
    
    
    45
    %Professional Services Revenues
    
    
    431
    
    
    
    5
    %
    
    
    466
    
    
    
    6
    %Maintenance Revenues
    
    
    4,135
    
    
    
    46
    %
    
    
    3,735
    
    
    
    49
    %Total Professional Services and Maintenance Revenues
    
    
    4,566
    
    
    
    51
    %
    
    
    4,201
    
    
    
    55
    %Total Revenues
    
    $
    8,993
    
    
    
    100
    %
    
    $
    7,648
    
    
    
    100
    %
 13




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Software License Revenues
    Professional Services and Maintenance
  Cost of Revenues
 (In thousands, except percentages)Three Months Ended March 31,2006
    
    
    
    
    
    
    2005Cost of Software License Revenues
    
    $
    44
    
    
    
    
    
    
    $
    23Cost of Professional Services Revenues and Maintenance Revenues:Cost of Professional Services Revenues
    
    
    411
    
    
    
    
    
    
    
    410
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(In thousands, except percentages)Three Months Ended March 31,2006
    
    
    
    
    
    
    2005Cost of Maintenance Revenues
    
    
    605
    
    
    
    
    
    
    
    548Total
    
    
    1,016
    
    
    
    
    
    
    
    958Total Cost of Revenues
    
    $
    1,060
    
    
    
    
    
    
    $
    981Gross Margin:
    
    
    
    
    
    
    (A
    )
    
    
    
    
    
    
    (A
    )Software License
    
    $
    4,383
    
    
    
    99
    %
    
    $
    3,424
    
    
    
    99
    %Professional Services and Maintenance:Professional Services
    
    
    20
    
    
    
    5
    %
    
    
    56
    
    
    
    12
    %Maintenance
    
    
    3,530
    
    
    
    85
    %
    
    
    3,187
    
    
    
    85
    %Total
    
    
    3,550
    
    
    
    78
    %
    
    
    3,243
    
    
    
    77
    %Total Gross Margin
    
    $
    7,933
    
    
    
    88
    %
    
    $
    6,667
    
    
    
    87
    %
 
 (A)
    
    Gross margins calculated as a percentage of related revenues. Cost of Software License Revenues
  Cost of Professional Services and Maintenance Revenues
  Operating Expenses
 (In thousands, except percentages)Three Months Ended March 31,Percent of
    
    
    
    
    
    
    Percent of2006
    
    
    Revenues
    
    
    2005
    
    
    RevenuesSales and marketing
    
    $
    4,573
    
    
    
    51
    %
    
    $
    3,395
    
    
    
    44
    %Product development
    
    
    1,568
    
    
    
    17
    %
    
    
    1,151
    
    
    
    15
    %General and administrative
    
    
    1,724
    
    
    
    19
    %
    
    
    1,361
    
    
    
    18
    %Amortization of acquired intangible asset
    
    
    63
    
    
    
    1
    %
    
    
    63
    
    
    
    1
    %Total operating expenses
    
    $
    7,928
    
    
    
    88
    %
    
    $
    5,970
    
    
    
    78
    %
 Sales and Marketing Expenses
  15




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Product Development Expenses
  General and Administrative Expenses
  Amortization of Acquired Intangible Asset
  Interest and Other Income (Expense), Net
   16




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Provision for Income Taxes
  Discontinued
Operations
  LIQUIDITY AND CAPITAL RESOURCES
          17




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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 ITEM 4. CONTROLS AND PROCEDURES
  18




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PART II. OTHER INFORMATION
 
 ITEM 1A. RISK FACTORS
  OUR STOCK PRICE MAY BE ADVERSELY AFFECTED BY SIGNIFICANT FLUCTUATIONS IN OUR QUARTERLY RESULTS.
  
    
    demand for and market acceptance of our products and services;
    
    the size and timing of customer orders, particularly large orders;
    
    introduction of products and services or enhancements by us and our competitors;
    
    competitive factors that affect our pricing;
    
    the mix of products and services we sell;
    
    the hiring and retention of key personnel;
    
    our expansion into international markets;
    
    the timing and magnitude of our capital expenditures, including costs relating to the
expansion of our operations;
    
    the acquisition and retention of key partners;
    
    changes in generally accepted accounting policies, especially those related to the
recognition of software revenue and the accounting for stock-based compensation; and
    
    new government legislation or regulation.
  WE MAY NOT SUSTAIN PROFITABILITY OR BE ABLE TO FULFILL ANY FUTURE CAPITAL NEEDS.
  20




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IF WE DO NOT INTRODUCE NEW PRODUCTS AND SERVICES IN A TIMELY MANNER, OUR PRODUCTS AND SERVICES WILL
BECOME OBSOLETE, AND OUR OPERATING RESULTS WILL SUFFER.
    ATTEMPTS TO EXPAND BY MEANS OF BUSINESS COMBINATIONS AND ACQUISITIONS MAY NOT BE SUCCESSFUL AND
MAY DISRUPT OUR OPERATIONS OR HARM OUR REVENUES.
  
    
    difficulty in assimilating the operations, technology and personnel of acquired
companies;
    
    disruption in our business because of the allocation of resources to consummate these
transactions and the diversion of managements attention from our core business;
    
    difficulty in retaining key technical and managerial personnel from acquired companies;
    
    dilution of our stockholders, if we issue equity to fund these transactions;
    
    assumption of increased expenses and liabilities;
    
    our relationships with existing employees, customers and business partners may be
weakened or terminated as a result of these transactions; and
    
    additional ongoing expenses associated with write-downs of goodwill and other purchased
intangible assets.
 WE RELY HEAVILY ON KEY PERSONNEL.
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WE MAY NOT BE ABLE TO MEET THE OPERATIONAL AND FINANCIAL CHALLENGES THAT WE ENCOUNTER IN OUR
INTERNATIONAL OPERATIONS.
  
    
    we may have difficulty managing and administering a globally-dispersed business;
    
    fluctuations in exchange rates may negatively affect our operating results;
    
    we may not be able to repatriate the earnings of our foreign operations;
    
    we have to comply with a wide variety of foreign laws;
    
    we may not be able to adequately protect our trademarks overseas due to the uncertainty
of laws and enforcement in certain countries relating to the protection of intellectual
property rights;
    
    reductions in business activity during the summer months in Europe and certain other
parts of the world could negatively impact the operating results of our foreign operations;
    
    export controls could prevent us from shipping our products into and from some markets;
    
    multiple and possibly overlapping tax structures could significantly reduce the
financial performance of our foreign operations;
    
    changes in import/export duties and quotas could affect the competitive pricing of our
products and services and reduce our market share in some countries; and
    
    economic or political instability in some international markets could result in the
forfeiture of some foreign assets and the loss of sums spent developing and marketing those
assets.
 BECAUSE THE BUSINESS PERFORMANCE MANAGEMENT AND BUSINESS INTELLIGENCE MARKETS ARE HIGHLY
COMPETITIVE, WE MAY NOT BE ABLE TO SUCCEED.
   BECAUSE WE DEPEND IN PART ON THIRD-PARTY SYSTEMS INTEGRATORS TO PROMOTE, SELL AND IMPLEMENT OUR
PRODUCTS, OUR OPERATING RESULTS WILL LIKELY SUFFER IF WE DO NOT DEVELOP AND MAINTAIN THESE
RELATIONSHIPS.
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BECAUSE THE SALES CYCLE FOR OUR PRODUCTS CAN BE LENGTHY, IT IS DIFFICULT FOR US TO PREDICT WHEN OR
WHETHER A SALE WILL BE MADE.
  OUR BUSINESS WILL BE HARMED IF WE ARE UNABLE TO PROTECT OUR TRADEMARKS FROM MISUSE BY THIRD
PARTIES.
  OUR PRODUCTS MAY CONTAIN DEFECTS THAT MAY BE COSTLY TO CORRECT, DELAY MARKET ACCEPTANCE OF OUR
PRODUCTS AND EXPOSE US TO LITIGATION.
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##### Table of Contents



ITEM 6. EXHIBITS
 (a) Exhibits
 ExhibitNumber
    
    Description10.1
    
    Change-in-Control Agreement between
the Registrant and Chanchal Samanta, dated January 5, 2006.31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule
15d-14(a) of the Securities Exchange Act of 1934, as amended.31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule
15d-14(a) of the Securities Exchange Act of 1934, as amended.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.
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##### Table of Contents



SIGNATURE
  APPLIX, INC.Date: May 15, 2006
    
    /s/ Milton A. AlpernMilton A. AlpernChief Financial Officer and Treasurer (Duly
Authorized Officer and Principal Financial and
Accounting Officer)
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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description10.1
    
    Change-in-Control Agreement between
the Registrant and Chanchal Samanta, dated January 5, 2006.31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule
15d-14(a) of the Securities Exchange Act of 1934, as amended.31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule
15d-14(a) of the Securities Exchange Act of 1934, as amended.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.
 26