**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

 

**FORM 10-K/A**

 

**(Amendment No. 1)**

 

**ý****  ANNUAL REPORT PURSUANT TOSECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934**

 

**For fiscal year ended December 31, 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:  0-22743**

 

**iVOW, INC.**

(Exact name of Registrant as specified in its charter)

 
| **DELAWARE**                                                    | ** ** | **94-3184035**                        |
|-----------------------------------------------------------------|------------|---------------------------------------|
| (State or other jurisdiction of  incorporation or organization) |       | (I.R.S. Employer  Identification No.) |

 

**2101 Faraday Avenue,Carlsbad, California 92008**

(Address of principal executive offices)

 

**(760) 603-9120**

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of theAct:  **None**

 

Securities registered pursuant to Section 12(g)  ofthe Act:  **Common Stock, par value $.01per share**

 

Indicateby check mark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.  Yes  ý No  o

 

Indicateby check mark whether the registrant is an accelerated filer (as defined inRule 12b-2 of the Exchange Act).    Yes  o No  ý

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the bestof registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment tothis Form 10-K.  o

 

Theaggregate market value of the voting stock held by nonaffiliates of theregistrant as of June 30, 2004 was approximately $12,300,000.  Forthe purposes of this calculation, shares owned by officers, directors and 10%stockholders known to the registrant have been deemed to be owned byaffiliates. This determination of affiliate status is not necessarily aconclusive determination for other purposes.

 

Thenumber of shares outstanding of the registrant’s Common stock as of March 31,2005 was 11,062,346.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

Certainexhibits filed with the Registrant’s prior registration statements and forms10-Q and 10-K are incorporated herein by reference into Part III of thisReport.

 

**EXPLANATORY NOTE**

 

OurAnnual Report on Form 10-K for the fiscal year ended December 31, 2004 filedwith the Commission on March 31, 2005 (the “Report”) contemplated that theinformation to be included in Part III of the Report would be incorporated intothe Report by reference to our Proxy Statement to be filed in anticipation ofour 2005 annual meeting of stockholders. We do not anticipate filing our ProxyStatement within the time period required for such incorporation by referenceto be effective, so we are amending the Report to include the informationrequired to be included in Part III of the Report.

 

 

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**PART III**

 

**Item 10.****                                                   ****DIRECTORS AND EXECUTIVEOFFICERS OF THE REGISTRANT**

 

**(a)****                                 ****Identification of Directors.** Our Board of Directors is divided into threeclasses with staggered terms, each class serving three years. Scott R. Pancoastand C. Fred Toney will continue to serve until the 2005 Annual Meeting ofStockholders, or until their respective successors have been duly elected andqualified.  George B. DeHuff, James D.Durham and Michael H. Owens, M.D. will continue to serve until the date of the2006 Annual Meeting of Stockholders, or until their respective successors havebeen duly elected and qualified.  JamesHornthal and John R. Lyon will continue to serve until the 2007 Annual Meetingof Stockholders, or until their respective successors have been duly electedand qualified.

 

The name, age and year in which the term expires ofeach member of our Board of Directors is set forth below:

 
| **Name**               | ** ** | **Age** | ** ** | **Term** |
|------------------------|------------|---------|------------|----------|
| George B. DeHuff       |       | 51      |       | 2006     |
| James D. Durham        |       | 58      |       | 2006     |
| James Hornthal         |       | 51      |       | 2007     |
| John R. Lyon           |       | 59      |       | 2007     |
| Michael H. Owens, M.D. |       | 53      |       | 2006     |
| Scott R. Pancoast      |       | 46      |       | 2005     |
| C. Fred Toney          |       | 39      |       | 2005     |

 

***GEORGE B. DEHUFF***.  Mr. DeHuff has served as a Director ofthe Company since June 2001.  Mr. DeHuffwas appointed President and Chief Executive Officer of BI Incorporated in May2001.  Prior to BI, Mr. DeHuff wasPresident and Chief Executive Officer of Davita Inc. (formerly Total RenalCare) from 1999.  From 1994 to 1999, Mr.DeHuff served in various senior executive capacities with American MedicalResponse, including President and Chief Executive Officer from 1997.  From 1991 to 1994, Mr. DeHuff was Presidentand Chief Executive Officer of LifeFleet, Inc. Mr. DeHuff also serves on the board of directors of a privatecompany.  Mr. DeHuff holds an MBA fromthe University of Michigan-Ann Arbor.

 

***JAMES D. DURHAM***.  Mr. Durham has served as a Director ofthe Company since August 2004.  Mr.Durham has over 35 years experience in the creation and management oftechnology and service companies, primarily in the healthcare industry.  He currently serves as Chairman and ChiefExecutive Officer of Crdentia Corporation (CRDE), which he founded in 2002 toprovide temporary nurse staffing to hospitals. Previously, Mr. Durham founded QuadraMed Corporation; a company thatprovides a suite of software products and services focused on the financial andclinical needs of hospitals.  In 1999,Mr. Durham founded ChartOne Corporation to offer secure web-based storage andretrieval capabilities for medical records, which has grown to have more than1,000 hospital customers.  Mr. Durham isa graduate of the University of Florida, holds an MBA from UCLA and is aCertified Public Accountant licensed in Illinois.

 

***JAMES HORNTHAL***.  Mr. Hornthal has served as a Director ofthe Company since August 2004.  Mr.Hornthal is Lester Center Fellow for Entrepreneurship and Innovation at the UCBerkeley Haas School of Business.  He isalso a Venture Partner at Atrium Capital, a venture capital fund focusing onearly stage investments in technology companies in partnership with severalFortune 1000 corporations.  In 1985, Mr.Hornthal founded Preview Travel, serving as its Chairman since inception andevolving its strategy to become a leading global internet travel service provider.  In 2000, Preview Travel was merged with adivision of Sabre Holdings to form Travelocity.com; with Mr. Hornthal servingas Vice Chairman until April 2002.  Mr.Hornthal was also a co-founder and Chairman of the Board of HealthCentralCorporation, a leading Internet provider of healthcare information and productsto consumers and medical professionals, from 1998 to 2001.  Previously, Mr. Hornthal was a GeneralPartner at Oak Grove Ventures and a Consultant for The Boston ConsultingGroup.  Mr. Hornthal also serves on theboard of directors of two private companies and two non-profit organizations.  Mr. Hornthal is a graduate of PrincetonUniversity and holds an MBA from Harvard Business School, where he was a BakerScholar.

 

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***JOHN R. LYON***.  MrLyon is President and Chief Executive Officer of Leptos Biomedical, Inc., anearly stage company developing a neurostimulation therapy for obesity.Previously, Mr. Lyon co-founded iVOW in July 1993 and served as President fromJuly 1993 until February 2005, as Chief Executive Officer from December 1996until March 2005 and as a Director of the Company since July 1995.  Prior to co-founding iVOW, Mr. Lyonserved with Cooper Companies, as President of the International Division withinCooper’s Health Care Group from January 1991 through December 1992, and asPresident of Cooper Surgical, a manufacturer and distributor of minimallyinvasive surgical products, from January 1992 through January 1993.  Mr. Lyon also serves on the board ofdirectors of two private companies.  Mr. Lyonholds a B.A. from the University of Durham, United Kingdom.

 

***MICHAEL H. OWENS, M.D.*  **Dr. Owens began his employment with iVOWas the Chief Medical Officer in September 2003 and has served as Presidentsince February 2005, as Chief Executive Officer since April 2005 and as aDirector of the Company since September 2003. Dr. Owens is a physician executive with over 20 years of executivehealthcare, managed care, physician practice management, marketing andstrategic planning experience, as well as 15 years of clinical practiceexperience. Prior to joining iVOW, Dr. Owens was President of Imhotep Health Systems,Inc., a healthcare and managed care consulting firm specializing in strategicbusiness and clinical resource planning and implementation, from 1996 to 2003.  Dr. Owens serves on the board of trustees of BowdoinCollege.   His previous experienceincludes senior management roles with CIGNA HealthCare, the Watts HealthFoundation and the U.S. Public Health Service. His professional certificationsand memberships include Fellow, American College of Physician Executives;Diplomat, American College of Physician Executives; Diplomat, American Board ofQuality Assurance and Utilization Review; and, Diplomat, American Board ofInternal Medicine.  He earned his MDdegree from Yale University School of Medicine, his MPH in HospitalAdministration from Yale University School of Public Health and his AB degreeCum Laude with a major in Chemistry from Bowdoin College, Brunswick, ME.  Dr.Owens completed his Hospital Administration Residency at Montefiore Hospital,in Bronx, NY, and his Internal Medicine Residency at the University ofWashington in Seattle.

 

***SCOTT R. PANCOAST***.  Mr. Pancoast has served as a Director ofthe Company since March 2003.   Mr.Pancoast has been the Executive Vice President of Western States InvestmentGroup, a privately owned investment firm with a venture-capital focus, since1994.  He was appointed as the ChiefExecutive Officer of Lpath Therapeutics, a private biotechnology company ofwhich Western States is a major shareholder, in March 2005.  Prior to Western States, he was Senior VicePresident and a Director of National Sanitary Supply, where he founded andmanaged the company’s Midwest Division. Mr. Pancoast was also Chief Financial Officer of National SanitarySupply from 1986, when it went public, until 1988.  Mr. Pancoast also serves on the board ofdirectors of eleven private companies and one non-profit organization.  Mr. Pancoast holds a B.A. in Economics fromthe University of Virginia and an MBA from Harvard Business School.

 

***C. FRED TONEY***.  Mr. Toney has served as a Director ofthe Company since August 2004.  SinceDecember 2001, Mr. Toney has served as a managing member of MedCap Management& Research, LLC, the general partner of MedCap Partners, L.P. and MedCap OffshorePartners Offshore, Ltd.  MedCapManagement & Research LLC is an investment advisory firm specializing in healthcare,life sciences and medical technology and devices.  From February 2001 to November 2001, Mr.Toney served as President and Chief Executive Officer of HealthCentral.com,Inc., a provider of healthcare e-commerce to consumers, through the sale of itsfive primary operating divisions, and from July 1999 to February 2001 asExecutive Vice President and Chief Financial Officer. HealthCentral.com, Inc.filed a petition for Chapter 11 reorganization under the federal bankruptcycode in October 2001. Mr. Toney previously served as senior managing partner,director of research and research analyst at Pacific Growth Equities, Inc., aninvestment banking and institutional brokerage firm.  Mr. Toney previously served as researchanalyst or associate at Volpe, Welty & Company, an investment banking firm;RCM Capital Management, an investment management firm; Donaldson, Lufkin &Jenrette Securities Corporation, an investment banking and institutionalbrokerage firm; and Phamavite Pharmaceuticals Corporation, a pharmaceuticalmanufacturing firm.  Mr. Toney also serveson the board of directors of Crdentia Corporation, a provider of temporary nursestaffing to hospitals.  Mr. Toneyreceived a Bachelor of Arts degree in economics and English from the Universityof California at Davis.

 

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**Audit Committee**

 

The Audit Committee of the Board of Directorscurrently consists of Mr. Pancoast, Mr. DeHuff and Mr. Durham. The Boardhas determined that all members of the Audit Committee are independentdirectors under the rules of the Nasdaq Stock Market and each of them is ableto read and understand fundamental financial statements, and thatMr. Pancoast qualifies as an “audit committee financial expert.” Thepurpose of the Audit Committee is to oversee our accounting and financialreporting processes and audits of our financial statements. Theresponsibilities of the Audit Committee include appointing and providing thecompensation of the independent accountants to conduct the annual audit of ouraccounts, reviewing the scope and results of the independent audits, reviewingand evaluating internal accounting policies, and approving all professionalservices to be provided to the Company by its independent accountants. TheBoard of Directors has adopted a formal written charter for the AuditCommittee.

 

**Director Compensation**

 

We reimburse our directors for all reasonable andnecessary travel and other incidental expenses incurred in connection withtheir attendance at meetings of the Board. We also compensate our outside directors $1,000 per month fortheir services as directors, $1,500 for each board meeting that they attend inperson, $250 for each telephonic meeting and $500 for each committee meetingthey participate in.

 

Under our 1997 Stock Option/Issuance Plan, asamended (the “Plan”), which was adopted in February 1997 and amended inMarch and May 1997, in June 2001, in June 2003 and in October2004, on the date of each Annual Meeting, option grants shall be made to(i) each new director who is elected to the Board at that particular AnnualMeeting and (ii) each continuing director. Each director shall be granted an option to purchase 40,000 shares of commonstock at the Annual Meeting at which he or she is first elected to the Boardand an option to purchase 10,000 shares of common stock at each Annual Meetingthereafter.  In addition, each newdirector who is elected to the Board at a time other than an Annual Meetingshall be granted an option to purchase 40,000 shares of common stock and shallthereafter be eligible for the regular 10,000-share grants describedabove.  Each director automaticallyreceived an option to purchase 40,000 shares on October 21, 2004. These options will have an exercise priceequal to 100% of the fair market value of the common stock on the grant date.The grant of 40,000 shares as follows: 50% upon completion of one year of Service and 25% upon completion ofeach of the second and third years of Service. Each 10,000 share option grant shall vest upon completion of one year ofService from the date of grant.  Noportion of the automatic option grant shall vest after the optionee has ceasedto be a member of the Board. However,the shares will immediately vest in full upon changes in control or ownershipor upon the optionee’s death or disability.

 

Under our 1995 Stock Option Plan (the “PredecessorPlan”), each non-employee director received a fully vested option to purchase1,125 shares of common stock in December 1996, and Mr. Lyon receivedan option to purchase 2,812 shares of common stock. The option grant toMr. Lyon vested over five years from the date of grant.

 

**(b)****                                 ****Identification of ExecutiveOfficers.**  Our executive officers as of April 1, 2005,are as follows:

 
| **Name**                   | ** ** | **Age** | ** ** | **Position**                                                            |
|----------------------------|------------|---------|------------|-------------------------------------------------------------------------|
| Michael H. Owens, M.D. (1) |       | 53      |       | President, Chief Executive Officer, Chief Medical Officer and  Director |
| Howard Sampson (2)         |       | 54      |       | Vice President of Finance, Chief Financial Officer and Secretary        |

 

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(1)                                  Dr. Owens became our Chief Executive Officeras of April 1, 2005.

(2)                                  Mr. Sampson became our Chief FinancialOfficer and Secretary as of July 1, 2004.

 

***MICHAEL H. OWENS, M.D.*  **Dr. Owens’ information is provided inthe prior section.

 

***HOWARD SAMPSON***  Mr.Sampson started as a consultant to iVOW in January 2004 and assumed the role ofVice President of Finance and Chief Financial Officer in July 2004.  Prior to that Mr. Sampson served as VicePresident and Chief Financial Officer for The Immune Response Corporation fromMay 1999 to July 2002 and for Genta Inc. from December 1991 to October1996.  Mr. Sampson also was 

 

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employed by Gen-Probe Inc. from1986 to 1990 where he held various positions including Controller and Treasurerand Chief Financial Accountant.  Mr.Sampson has also held various senior consulting positions with both public andprivate corporate medical clients between periods of employment.  Mr. Sampson also serves as a director of aprivate company.  Mr. Sampson is aCertified Public Accountant (California) and began his career in public accountingwith KPMG in San Diego.  Mr. Sampson is agraduate of San Diego State University.

 

Our executive officers serve at thediscretion of our Board of Directors, and all of our executive officers areemployed at will.

 

**Family Relationships**

 

There are no family relationships among any of ourdirectors or executive officers.

 

**Code of Ethics**

 

We have adopted a code of ethics that applies to allofficers and employees, including our principal executive officer and principalfinancial officer. This code of ethics is available on our website at *http://www.ivow.com.*

 

**(c)****                                 ****Compliance withSection 16(a) of the Exchange Act.**

 

The members of the Board of Directors, our executiveofficers and persons who hold more than 10% of our outstanding Common stock aresubject to the reporting requirements of Section 16(a) of the SecuritiesExchange Act of 1934 which require them to file reports with respect to theirownership of the Common stock and their transactions in such Common stock.Based on a review of the copies of such reports furnished to us, orrepresentations regarding the necessity to file such reports, we haveidentified the following failures to file reports: Messrs. DeHuff , Hornthal,Durham and Pancoast each missed the filing deadline for a report on Form 4 relatedto automatic stock option grants they received in connection with their serviceas directors of the Company.  Each ofthese individuals have now filed the required reports on Form 4.

 

**Item 11.****                                                   ****EXECUTIVE COMPENSATION**

 

The following table provides summary informationconcerning the compensation earned by our Chief Executive Officer, our ChiefFinancial Officer and two of our former executive officers, who earned morethan $100,000 for services rendered in all capacities for the fiscal year endedDecember 31, 2004. No executive officers who would have otherwise beenincluded in such table on the basis of salary and bonus earned for the 2004fiscal year has been excluded by reason of his or her termination of employmentor change in executive status during that year. The listed individuals shall behereinafter referred to as the “Named Executive Officers” in this Form.

 

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**SUMMARYCOMPENSATION TABLE (1)**

 
| ** **                                           | ** ** | ** ** | ** ** | ** **              | ** ** | ** **                   | ** ** | **Long-Term Compensation  Awards** | ** ** |
|------------------------------------------------------|------------|------------|------------|-------------------------|------------|------------------------------|------------|------------------------------------|------------|
| ** **                                           | ** ** | ** ** | ** ** | ** **              | ** ** | ** **                   | ** ** | **Securities**                     | ** ** | ** ** | ** ** |
| ** **                                           | ** ** | ** ** | ** ** | **Annual Compensation** | ** ** | **Underlying  Options/SARS** | ** ** | **All Other**                      | ** ** |
| **Name and Principal Position**                      | ** ** | **Year**   | ** ** | **Salary (1)**          | ** ** | **Bonus (2)**                | ** ** | **(#)**                            | ** ** | **Compensation** | ** ** |
| John R. Lyon (3)                                     |       | 2002       |       | $                       | 214,446    |                         | —     |                               | 35,000     |   | — |   |
| Chairman of Board                                    |       | 2003       |       | $                       | 214,446    |                         | $          | 45,000                             |       | — |   | — |   |
|                                                 |       | 2004       |       | $                       | 214,446    |                         | —     |                               | 50,000     |   | — |   |
|                                                 |       |       |       |                    |       |                         |       |                               |       |   |   |
| Michael H. Owens, M.D.                               |       | 2002       |       | —                  |       | —                       |       | —                             |       | — |   |
| Chief Executive Officer,  President and              |       | 2003       |       | $                       | 64,904     |                         | —     |                               | 60,000     |   | — |   |
| Director                                             |       | 2004       |       | $                       | 225,000    |                         | —     |                               | 57,500     |   | — |   |
|                                                 |       |       |       |                    |       |                         |       |                               |       |   |   |
| John Kennedy (4)                                     |       | 2002       |       | $                       | 195,700    |                         | —     |                               | 25,000     |   | — |   |
|                                                 |       | 2003       |       | $                       | 195,700    |                         | —     |                               | —     |   | — |   |
|                                                 |       | 2004       |       | $                       | 63,221     |                         | $          | 100,000                            |       | — |   | — |   |
|                                                 |       |       |       |                    |       |                         |       |                               |       |   |   |
| Stephen A. Gorgol (5)                                |       | 2002       |       | $                       | 138,000    |                         | —     |                               | 20,000     |   | — |   |
|                                                 |       | 2003       |       | $                       | 138,000    |                         | —     |                               | —     |   | — |   |
|                                                 |       | 2004       |       | $                       | 142,848    |                         | $          | 60,000                             |       | — |   | — |   |
|                                                 |       |       |       |                    |       |                         |       |                               |       |   |   |
| Howard Sampson (5)(6)                                |       | 2002       |       | —                  |       | —                       |       | —                             |       | — |   |
| Vice President of Finance,   Chief Financial Officer |       | 2003       |       | —                  |       | —                       |       | —                             |       | — |   |
| And Secretary                                        |       | 2004       |       | $                       | 108,853    |                         | —     |                               | 65,000     |   | $ | 51,363 |   |
|                                                      |            |            |            |                         |            |                              |            |                                    |            |  |  |  |  |  |

 

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(1)                                  Includes amounts deferred pursuant to our 401(k)Plan.

(2)                                  2004 bonus payments were associated with thesale of our technology business in April 2004.

(3)                                  Mr. Lyon served as our Chief ExecutiveOfficer until April 1, 2005.

(4)                                  On April 15, 2004, Mr. Kennedyterminated his employment as Executive Vice President and Chief OperatingOfficer in connection with the sale of our technology business in April 2004.

(5)                                  On July 1, 2004, Mr. Sampson becameChief Financial Officer replacing Mr. Gorgol.

(6)                                  Other compensation represents payments forconsulting services rendered by Mr. Sampson to the Company prior to hisemployment on June 1, 2004.

 

**STOCK OPTIONS AND STOCK APPRECIATION RIGHTS**

 

The following table sets forth informationconcerning stock option grants made to each of the Named Executive Officers forthe 2004 Fiscal Year, and the potential realizable value of those grants (on apre-tax basis) determined in accordance with SEC rules. The information in thistable shows how much the Named Executive Officers may eventually realize infuture dollars under two hypothetical situations: if the price of the commonstock increases 5% or 10% in value per year, compounded over the life of theoptions. These amounts represent assumed rates of appreciation, and are notintended to forecast future appreciation of the common stock.

 

We granted no stock appreciation rights (“SARs”) toNamed Executive Officers during 2004.

 

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**OPTIONGRANTS IN LAST FISCAL YEAR**

 
| ** **             | ** ** | **Individual Grants**                             | ** ** | **Potential   Realizable**                           | ** ** |
|------------------------|------------|---------------------------------------------------|------------|------------------------------------------------------|------------|
| ** **             | ** ** | **Number of   Securities   Underlying   Options** | ** ** | **% of Total  Options   Granted to   Employees  in** | ** ** | **Exercise  Price  Per** | ** ** | **Expiration** | ** ** | **Value at Assumed  Annual Rates of  Stock Price  Appreciation for  Option Term (2)** | ** ** |
| **Name**               | ** ** | **Granted(3)**                                    | ** ** | **Fiscal Year**                                      | ** ** | **Share(1)** | ** ** | **Date** | ** ** | **5%** | ** ** | **10%** | ** ** |
| John R. Lyon           |       | 50,000                                            |       | 8                                                    | %          | $ | 1.38 |   | 12/14/2014 |   | $ | 43,395 |   | $ | 109,969 |   |
| Michael H. Owens, M.D. |       | 57,500                                            |       | 9                                                    | %          | $ | 1.38 |   | 12/14/2014 |   | $ | 49,905 |   | $ | 126,467 |   |
| Howard Sampson         |       | 40,000                                            |       | 6                                                    | %          | $ | 1.61 |   | 06/17/2014 |   | $ | 40,501 |   | $ | 102,638 |   |
| Howard Sampson         |       | 25,000                                            |       | 4                                                    | %          | $ | 1.38 |   | 12/14/2014 |   | $ | 21,698 |   | $ | 54,984 |   |
| John Kennedy           |       | —                                            |       | —                                               |       | — |   | — |   | — |   | — |   |
| Stephen A. Gorgol      |       | —                                            |       | —                                               |       | — |   | — |   | — |   | — |   |
|                        |            |                                                   |            |                                                      |            |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

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(1)                                  The exercise price per share of optionsgranted represented the fair market value of the underlying shares of commonstock on the dates the respective options were granted as determined by theBoard in accordance with certain provisions of the 1997 Stock Option/StockIssuance Plan based on the closing selling price per share of a share of commonstock on the date in question as reported by the Nasdaq SmallCap Market. Theexercise price may be paid in cash or in shares of common stock valued at fairmarket value on the exercise date or may be paid with the proceeds from asame-day sale of the purchased shares. We also have authority to finance theoptionee’s exercise of the option by loaning such individual, on afull-recourse basis, sufficient funds to cover the exercise price for thepurchased shares, together with any federal and state withholding tax liabilityincurred by the optionee in connection with the option purchase.

 

(2)                                  The 5% and 10% assumed annual rates ofcompounded stock price appreciation are mandated by rules of the Commission.The price used for computing this appreciation is the exercise price of theoptions. There is no assurance provided to any executive officer or any otherholder of our securities that the actual stock price appreciation over the10-year option term will be at the assumed 5% or 10% levels or at any otherdefined level.

 

(3)                                  Each of the options granted have a maximumterm of ten years measured from the applicable grant date, subject to earliertermination in the event of the optionee’s cessation of service with us. Eachof the options granted will become exercisable in equal monthly installmentsover the next 36 months of service thereafter. However, each of theoptions will immediately become exercisable for all of the option shares in theevent we are acquired by a merger or asset sale, unless the options are assumedby the acquiring entity, or in the event there is a hostile change in controlor ownership. The grant date for the options granted to the Named ExecutiveOfficers was December 14, 2004 with the exception of the grant to Mr. Sampsonfor 40,000 shares, which was granted on June 17, 2004.

 

**OPTION EXERCISES AND HOLDINGS**

 

The following table provides information concerningoption exercises during 2004 by the Named Executive Officers and the value ofunexercised options held by each of the Named Executive Officers as ofDecember 31, 2004. No SARs were exercised during 2004 or outstanding as ofDecember 31, 2004.

 

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**AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR ANDFISCAL YEAR-END OPTION VALUES**

 
| ** **             | ** ** | **Shares  Acquired** | ** ** | ** **          | ** ** | **Number of Securities  Underlying Unexercised** | ** ** | **Value of Unexercised**                               | ** ** |
|------------------------|------------|----------------------|------------|---------------------|------------|--------------------------------------------------|------------|--------------------------------------------------------|------------|
| ** **             | ** ** | **on  Exercise**     | ** ** | **Value  Realized** | ** ** | **Options at December 31,  2004**                | ** ** | **In-The-Money Options  At December 31, 2004(3)** | ** ** |
| **Name**               | ** ** | **(#)**              | ** ** | **(1)**             | ** ** | **Exercisable(2)**                               | ** ** | **Unexercisable**                                      | ** ** | **Exercisable(2)** | ** ** | **Unexercisable** | ** ** |
| John R. Lyon           |       | —               |       | —              |       | 125,742                                          |       | 35,852                                                 |       | $ | 14,633 |   | $ | — |   |
| John Kennedy           |       | —               |       | —              |       | 55,008                                           |       | 2,992                                                  |       | — |   | — |   |
| Michael H. Owens, M.D. |       | —               |       | —              |       | 48,945                                           |       | 68,555                                                 |       | — |   | — |   |
| Stephen A. Gorgol      |       | —               |       | —              |       | 41,732                                           |       | 5,768                                                  |       | — |   | — |   |
| Howard Sampson         |       | —               |       | —              |       | 19,855                                           |       | 45,145                                                 |       | — |   | — |   |
|                        |            |                      |            |                     |            |                                                  |            |                                                        |            |  |  |  |  |  |  |

 

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(1)                                  “Value realized” is calculated on the basisof the fair market value of the common stock on the date of exercise minus theexercise price and does not necessarily indicate that the optionee sold suchstock.

 

(2)                                  The options are immediately exercisable;however, any shares purchased upon exercise may be subject to rights ofrepurchase on our part, which lapse at various times over the next five years.

 

(3)                                  “Value” is defined as fair market price ofthe common stock at fiscal year-end ($1.06) less exercise price.

 

**CompensationCommittee Interlocks and Insider Participation**

 

The Compensation Committeecurrently consists of Mr. DeHuff, Mr. Durham and Mr. Hornthal. TheCompensation Committee administers the Company’s benefit plans, reviews andadministers all compensation arrangements for executive officers, andestablishes and reviews general policies relating to the compensation andbenefits of our officers and employees. There are no interlocking relationships between any of our executiveofficers and members of the Compensation Committee, on the one hand, and theexecutive officers and compensation committee of any other company, on theother hand, nor has any such interlocking relationship existed during fiscalyear 2004.

 

**BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVECOMPENSATION**

 

It is the duty of theCompensation Committee to review and determine the salaries and bonuses ofexecutive officers of the Company, including the Chief Executive Officer, andto establish the general compensation policies for such individuals. TheCompensation Committee also has the sole and exclusive authority to makediscretionary option grants to the Company’s executive officers under theCompany’s 1997 Stock Option/Stock Issuance Plan.

 

The Compensation Committeebelieves that the compensation programs for the Company’s executive officersshould reflect the Company’s performance and the value created for the Company’sstockholders. In addition, the compensation programs should support theshort-term and long-term strategic goals and values of the Company and shouldreward individual contribution to the Company’s success. The Company 

 

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isengaged in a very competitive industry, and the Company’s success depends uponits ability to attract and retain qualified executives through the competitivecompensation packages it offers to such individuals.

 

GENERAL COMPENSATIONPOLICY.    The Compensation Committee’spolicy is to provide the Company’s executive officers with compensationopportunities that are based upon their personal performance, the financialperformance of the Company and their contribution to that performance and whichare competitive enough to attract and retain highly skilled individuals. Eachexecutive officer’s compensation package is comprised of three elements: (i)base salary that is competitive with the market and reflects individualperformance; (ii) annual variable performance awards payable in cash and tiedto the Company’s achievement of performance goals and (iii) long-term stock-based incentive awards designed to strengthen the mutuality of interestsbetween the executive officers and the Company’s stockholders.

 

FACTORS.    The principal factors that were taken intoaccount in establishing each executive officer’s compensation package for the2004 fiscal year are described below. However, the Compensation Committee mayin its discretion apply entirely different factors, such as different measuresof financial performance, for future fiscal years.

 

BASE SALARY.    In setting base salaries, the CompensationCommittee reviewed published compensation survey data for its industry. TheCommittee also identified a group of companies for comparative compensationpurposes for which it reviewed detailed compensation data incorporated intotheir proxy statements. The base salary for each officer reflects the salarylevels for comparable positions in the published surveys and the comparativegroup of companies, as well as the individual’s personal performance andinternal alignment considerations. Each executive officer’s base salary isadjusted each year on the basis of (i) the Compensation Committee’s evaluationof the officer’s personal performance for the year and (ii) the competitivemarketplace for persons in comparable positions. The Company’s performance andprofitability may also be a factor in determining the base salaries ofexecutive officers.

 

ANNUAL INCENTIVES.    Annual incentives in the form of cashbonuses are awarded by the Compensation Committee based upon its evaluation ofthe performance of each executive officer and the achievement of the Company’sperformance goals during the year, which included revenue growth, operatingincome, earnings per share and product commercialization. In 2004, there wereno annual incentive compensation awards made to the Named Executive Officers.

 

LONG TERM INCENTIVES.    Generally, stock option grants are madeannually by the Compensation Committee to each of the Company’s executiveofficers. Each grant is designed to align the interests of the executiveofficer with those of the stockholders and provide each individual with asignificant incentive to manage the Company from the perspective of an ownerwith an equity stake in the business. Each grant allows the officer to acquire sharesof the Company’s Common stock at a fixed price per share (the market price onthe grant date) over a specified period of time (up to 10 years). Each optionbecomes exercisable in a series of installments over a three to five-yearperiod, contingent upon the officer’s continued employment with the Company.Accordingly, the option will provide a return to the executive officer only ifhe or she remains employed by the Company during the vesting period, and thenonly if the market price of the shares appreciates over the option term.

 

The size of the option grantto each executive officer is set by the Compensation Committee at a level thatis intended to create a meaningful opportunity for stock ownership based uponthe individual’s current position with the Company, the individual’s personalperformance in recent periods and his or her potential for futureresponsibility and promotion over the option term. The relevant weight given toeach of these factors varies from individual to individual. The CompensationCommittee has established certain guidelines with respect to the option grantsmade to the executive officers, but has the flexibility to make adjustments tothose guidelines at its discretion.

 

CEO COMPENSATION.    In setting the total compensation payableto Mr. Lyon, the Company’s President and Chief Executive Officer for the 2004fiscal year, the Compensation Committee sought to make that compensationcompetitive with the compensation paid to the chief executive officers of the 

 

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companiesin the surveyed group, while at the same time assuring that a significantpercentage of compensation was tied to Company performance and achievement ofits goals.

 

The Compensation Committeedid not adjust Mr. Lyon’s base salary for the 2004 fiscal year over the 2003fiscal year level.

 

COMPLIANCE WITH INTERNALREVENUE CODE SECTION 162(m).    TheCompensation Committee has considered the potential impact of Section 162(m) ofthe Internal Revenue Code adopted under the Federal Revenue Reconciliation Actof 1993. Section 162(m) disallows a tax deduction for any publicly-heldcorporation for individual compensation exceeding $1 million in any taxableyear for any of the Named Executive Officers, unless compensation isperformance based. Since the targeted cash compensation of each of the Named ExecutiveOfficers is well below the $1 million threshold and the Compensation Committeebelieves that any options granted under the Company’s stock option plan willmeet the requirement of being performance based under the transition provisionsprovided in the regulations under Section 162(m), the Compensation Committeebelieves that Section 162(m) will not reduce the tax deduction available to theCompany. The Company’s policy is to qualify to the extent reasonable itsexecutive officers’ compensation for deductibility under applicable tax laws.

 

It is the opinion of theCompensation Committee that the executive compensation policies and plansprovide the necessary total remuneration program to properly align the Company’sperformance and the interests of the Company’s stockholders through the use ofcompetitive and equitable executive compensation in a balanced and reasonablemanner, for both the short and long-term.

 

Submitted by theCompensation Committee of the Company’s Board of Directors.

 

Mr. DeHuff

Mr.Durham

Mr.Hornthal

 

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**STOCK PERFORMANCE GRAPH**

 

The graph depicted below shows a comparison of ourcumulative total stockholder returns, the CRSP Total Return Index for theNasdaq Stock Market (U.S. Companies) (the “Nasdaq Stock Market—U.S. Index”) andthe Nasdaq Medical Device Manufacturer Index. The graph covers the period fromDecember 31, 1999 to December 31, 2004. The total return for ourCommon stock and each index assumes that $100 was invested on December 31,1999 and that all dividends were reinvested, although dividends have not beendeclared on our Common stock. The stockholder return shown on the graph belowis not necessarily indicative of future performance and we will not make orendorse any predictions as to future stockholder returns.

 

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**Item 12.****                           ****SECURITY OWNERSHIP OFCERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**

 

**OWNERSHIP OF SECURITIES**

 

The following table sets forth certain informationknown to us with respect to the beneficial ownership of our Common stock as ofMarch 31, 2005, by (i) all persons who are beneficial owners of five percent(5%) or more of our Common stock, (ii) each director, (iii) the NamedExecutive Officers and (iv) all directors and Named Executive Officers asa group.

 

Except as indicated in the footnotes to this table,the persons named in the table have sole voting and investment power withrespect to all shares of Common stock shown as beneficially owned by them,subject to community property laws, where applicable. Share ownership in eachcase includes shares issuable upon exercise of certain outstanding options asdescribed in the footnotes below. The address for those individuals for whichan address is not otherwise indicated is: 2101 Faraday Avenue, Carlsbad,California 92008.

 
| **Name and Address of Beneficial Owner**                                                          | ** ** | **Number of  Shares** | ** ** | **Percentage  Beneficially  Owned (1)** | ** ** |
|---------------------------------------------------------------------------------------------------|------------|-----------------------|------------|-----------------------------------------|------------|
| **5% of Greater Stockholders**                                                                    |       |                  |       |                                    |       |
| MedCap  Partners, L.P. (2)   500 Third Street, Suite 535   San Francisco, CA 94107 |       | 4,316,196             |       | 33.6                                    | %          |
| SBIC  Partners, L.P. (3)   201 Main Street, Suite 2302   Fort Worth, TX 76102                |       | 789,628               |       | 6.6                                     | %          |
| **Directors and Named Executive Officers**                                                        |       |                  |       |                                    |       |
| C. Fred Toney (2)                                                                            |       | 4,316,196             |       | 33.6                                    | %          |
| Scott R. Pancoast (4)                                                                        |       | 420,192               |       | 3.5                                     | %          |
| John R. Lyon  (5)                                                                            |       | 248,239               |       | 2.1                                     | %          |
| Michael H. Owens, M.D. (6)                                                                   |       | 82,130                |       | *                                       |       |
| John Kennedy (7)                                                                             |       | 71,008                |       | *                                       |       |
| Stephen Gorgol (8)                                                                           |       | 53,113                |       | *                                       |       |
| Howard Sampson (9)                                                                           |       | 28,880                |       | *                                       |       |
| George B. Dehuff (10)                                                                        |       | 12,500                |       | *                                       |       |
| James D. Durham                                                                                   |       | —                |       | —                                  |       |
| James Hornthal                                                                                    |       | —                |       | —                                  |       |
| All directors and executive officers as a  group (10 persons) (11)                      |       | 5,109,760             |       | 38.9                                    | %          |

 

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*                                         Lessthan 1%

 

(1)                                  Percentage of ownership is based on 11,062,346shares of common stock and 826,447 shares of Series A ConvertiblePreferred Stock outstanding on March 31, 2005. Shares of common stocksubject to stock options and warrants which are currently exercisable or willbecome exercisable within 60 days after March 31, 2005, are deemedoutstanding for computing the percentage of the person or group holding suchoptions or warrants, but are not deemed outstanding for computing thepercentage of any other person or group.

 

(2)                                  Includes3,163,895 shares beneficially owned by MedCap Partners L.P. and 940,271shares issuable upon exercise of warrants, 212,030 shares beneficially owned byMedCap Master Fund, L.P.  C. FredToney, one of our directors, is a Managing Member of MedCapManagement & Research LLC, which is the General Partner of MedCapPartners, L.P.

 

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(3)                                  Includes452,523 shares beneficially owned by SBIC Partners, L.P., a Texas limitedpartnership (“SBIC Partners”). Also includes 337,105 shares of Series AConvertible Preferred Stock acquired in a Preferred Stock financing onMarch 3, 2003 by SBIC Partners, L.P. SBIC Partners is the beneficial ownerof all shares of the Company’s common stock registered in its name. ForrestBinkley & Brown L.P., a Texas limited partnership (“FBB”), is themanaging general partner of SBIC Partners, and Forrest Binkley & BrownVenture Co., a Texas corporation (“Venture Co.”), is the sole general partnerof FBB.

 

(4)                                  Includes3,750 shares issuable upon exercise of options exercisable within 60 days ofMarch 31, 2005.  Also includes 7,100share of common stock and 409,342 shares of Series A Convertible PreferredStock beneficially owned by Scott R. Pancoast.

 

(5)                                  Includes186,034 shares issuable upon exercise of options exercisable within60 days of March 31, 2005.

 

(6)                                  Includesof 82,130 shares issuable upon exercise of options exercisable within60 days of March 31, 2005.

 

(7)                                  Includesof 58,000 shares issuable upon exercise of options exercisable within60 days of March 31, 2005.

 

(8)                                  Includes45,302 shares issuable upon exercise of options exercisable within 60 daysof March 31, 2005.

 

(9)                                  Consistsof 28,880 shares issuable upon exercise of options exercisable within60 days of March 31, 2005.

 

(10)                            Consistsof 12,500 shares issuable upon exercise of options exercisable within60 days of March 31, 2005.

 

(11)                            Includes313,294 shares issuable upon exercise of options exercisable within60 days of March 31, 2005. Also includes 940,271 shares issuable uponexercise of warrants. See also footnotes 2 and 4.

 

**Equity Compensation Plan Information**

 

The followingtable contains aggregated information regarding our equity compensation plansas of December 31, 2004.

 

 
| **Plan Category(1)**                                        | ** ** | **Number of securities to be  issued upon exercise of   outstanding options,  warrants and rights (#)** | ** ** | **Weighted average exercise  price of outstanding  options, warrants and  rights ($)/sh.** | ** ** | **Number of securities  remaining available for  future issuance under  equity compensation plans  (excluding securities  reflected in column (a)) (#)** | ** ** |
|-------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                  | ** ** | **(a)**                                                                                                 | ** ** | **(b****)**                                                                                | ** ** | **(c****)**                                                                                                                                                   | ** ** |
| Equity compensation plans approved by  security holders(1)  |       | 1,070,912                                                                                               |       | $                                                                                          | 2.36       |                                                                                                                                                          | 1,264,213  |   |
| Equity compensation plans not approved by  security holders |       | None                                                                                                    |       | None                                                                                       |       | None                                                                                                                                                          |       |
| Total                                                       |       | 1,070,912                                                                                               |       | $                                                                                          | 2.36       |                                                                                                                                                          | 1,264,213  |   |

 

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(1)Equity compensation plans approved by our security holders include our1997 Stock Option/Stock Issuance Plan and our 1997 Employee Stock PurchasePlan.

 

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**Item 13.****                           ****CERTAIN RELATIONSHIPS ANDRELATED TRANSACTIONS**

 

**Series A Financing**

 

In March 2003, weauthorized and issued 1,000,000 shares of Series A Convertible Preferred Stock(the “Series A Shares”), which were created pursuant to the terms of aCertificate of Designations, for an aggregate of $950,000 in cash (the “SeriesA Financing”).  In connection with the Series A Financing, the purchasersof Series A Shares were granted several significant rights senior to the rightsof holders of our common stock. Among other rights, in the event of aliquidation, dissolution or winding up of our Company (includingconsolidations, mergers or other sales), holders of Series A Shares will beentitled to receive $3.80 per share, in preference to any distribution to theholders of common stock.  Also, pursuant to the Certificate ofDesignations, we must obtain the consent of the holders of at least two-thirdsof the outstanding Series A Shares in order to undertake certain actions,including significant capital expenditures and the issuance of equitysecurities.  Additionally, for as long as Series A Shares remainoutstanding beyond April 2004, the holders of Series A Shares will beentitled to elect the greater of (i) two members of our Board of Directors or(ii) 25% of the total members of our Board of Directors.

 

In June 2004, weamended the Series A Certificate of Designations to allow us the right to issueequity securities for less than $2.00 per share.  For that right, theSeries A holders received 1,400,000 shares of Viking common stock valued at$28,000, and we redeemed 85,000 Series A Shares for $200,000.  Inaddition, we have obtained the right to redeem an additional 300,000 Series AShares at any time on or before January 15, 2006 for $500,000. The holdersof the outstanding Series A Shares have the right to one vote for each share ofcommon stock into which such Series A Shares could then be converted, and withrespect to such vote, such holder shall have full voting rights and powersequal to the voting rights and powers of the holders of common stock.

 

The holders of Series AShares are entitled to receive dividends, out of any assets legally availabletherefore, prior and in preference to any declaration or payment of any cashdividend on the common stock, at the rate of $0.1425 per share per annum.

 

Mr. Pancoast, one of ourdirectors, participated in the Series A Financing by purchasing 447,368 SeriesA Shares of which 38,026 were converted to common stock in June 2004.

 

**Common Stock and Warrant Financing**

 

In May 2004, we sold toa group of accredited investors 5,454,544 units of our securities for $0.85 perunit, each unit consisting of one share of common stock and one warrant topurchase one-half share of common stock, for aggregate gross proceeds ofapproximately $4.6 million, or $4.1 million net of expenses.  The2,727,272 warrant shares are exercisable at a price of $0.95 per share andexpire in May 2009.  As part of the May 2004 unit sale, we issued warrantsto the placement agent to purchase up to 818,181 shares of our common stock ofwhich 545,454 of these warrants are exercisable at a price of $1.02 per shareand the remaining 272,727 warrants are exercisable at a price of $0.95 pershare and expire in May 2009.

 

Mr. Toney, one of ourdirectors, is a Managing Member of MedCap Management & Research LLC, whichis the General Partner of MedCap Partners, L.P. MedCap Partners, L.P. purchased a total of 1,880,542 units in the CommonStock and Warrant Financing.  Inaddition, in connection with the financing, MedCap Partners, L.P. nominatedthree of the directors currently serving on our Board of Directors, includingJames D. Durham, James Hornthal and C. Fred Toney.

 

**Change of Control Provisions**

 

Fifty percent of certain unvested shares subject tooptions outstanding to our executive officers will immediately vest if we areacquired by a merger or asset sale, unless our repurchase rights with respect 

 

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to those shares are transferred to theacquiring entity. The other fifty percent of these shares vest if the employeeis terminated without cause within two years of the merger or asset sale.

 

**Indemnification Obligations**

 

We have entered into indemnification agreements withour directors and executive officers. Such agreements require us, among otherthings, to indemnify our officers and directors, other than for liabilitiesarising from willful misconduct of a culpable nature, and to advance theirexpenses incurred as a result of any proceedings against them as to which theycould be indemnified.

 

Our Second Restated Certificate of Incorporationeliminates, subject to certain exceptions, directors’ personal liability to usor our stockholders for monetary damages for breaches of fiduciary duties. TheSecond Restated Certificate of Incorporation does not, however, eliminate orlimit the personal liability of a director for (i) any breach of thedirector’s duty of loyalty to us or our stockholders, (ii) acts oromissions not in good faith or which involve intentional misconduct or aknowing violation of law, (iii) unlawful payments of dividends or unlawfulstock repurchases or redemptions as provided in Section 174 of theDelaware General Corporation Law or (iv) any transaction from which thedirector derived an improper personal benefit.

 

Our Restated Bylaws provide that we shall indemnify ourdirectors and executive officers to the fullest extent permitted under theDelaware General Corporation Law and may indemnify our other officers,employees and other agents as set forth in the Delaware General CorporationLaw.

 

We believe that these provisions and agreements arenecessary to attract and retain qualified directors and officers. We haveobtained an insurance policy covering directors and officers for claims thatsuch directors and officers may otherwise be required to pay or for which weare required to indemnify them, subject to certain exclusions.

 

**Item 14.****   ****PRINCIPALACCOUNTANT FEES AND SERVICES**

 

Our Board of Directors appointed J. H. Cohn LLP on September27, 2004 as our independent registered public accountants for the fiscal yearended December 1, 2004.  Ernst &Young LLP served as our independent registered public accountants until October1, 2004.  The following table shows thefees paid or accrued by us for the audit and other services provided by J. H.Cohn LLP and Ernst & Young LLP during fiscal 2004 and forErnst & Young LLP during fiscal 2003.

 
| ** **             | ** ** | **2004** | ** ** | **2003** | ** ** |
|------------------------|------------|----------|------------|----------|------------|
| Audit Fees (1)         |       | $        | 218,016    |     | $          | 96,000 |   |
| Audit-Related Fees (2) |       | —   |       | —   |       |
| Tax Fees (3)           |       | 17,250   |       | 7,500    |       |
| All Other Fees (4)     |       | —   |       | 5,500    |       |
| Total                  |       | $        | 235,266    |     | $          | 119,200 |   |

 

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(1)                                  Audit fees represent fees for professionalservices provided in connection with the audit of our annual financialstatements and review of our quarterly financial statements and audit servicesprovided in connection with other statutory or regulatory filings.

 

(2)                                  Audit-related fees consisted primarily ofaccounting consultations, employee benefit plan audits, services related tobusiness acquisitions and divestitures and other attestation services.

 

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(3)                                  For fiscal 2004 and 2003, respectively, taxfees principally included tax compliance fees of $15,000 and $7,500, and taxadvice and tax planning fees of $2,250 and $0.

 

(4)                                  All other fees principally includemiscellaneous consulting services.

 

**Audit Committee Pre-Approval Policy**

 

As discussed in the Audit Committee Charter, theAudit Committee requires the pre-approval of any audit or non-audit engagementof our independent registered public accountants.  For 2004, all audit and non-audit serviceswere approved by the Audit Committee prior to the commencement of such work.

 

P**ART IV**

 

**Item 15.****   ****EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**

 

**(c) Exhibits**

 

The following exhibits are filed herewith:

 
| 31.1 |   | Certification of  principal executive officer filed pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002. |
|------|--------|----------------------------------------------------------------------------------------------------------------------|
| 31.2 |   | Certification of  principal financial officer filed pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002. |

 

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SIGNATURES

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Registrant has duly caused this, report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

 
|   |                     |   |   |   |   | iVOW, INC.                  |
|--------|--------------------------|--------|--------|--------|--------|-----------------------------|
|   |                     |   |   |   |   |                        |   |
|   |                     |   |   |   |   |                        |   |
|   | Date:  May 2,  2005 |   |   |   | By:    | /s/ Michael H. Owens,  M.D. |   |
|   |                     |   |   |   |   |                        | Michael H. Owens, M.D. |
|   |                     |   |   |   |   |                        | Chief Executive  Officer and President |

 

 

Pursuantto the requirements of the Securities Exchange Act of 1934, this Report hasbeen signed below by the following persons on behalf of the Registrant in thecapacities and on the dates indicated.

 
| **SIGNATURE**                     |   | **TITLE**                                                              |                           | **DATE** |        |   |
|-----------------------------------|--------|------------------------------------------------------------------------|--------------------------------|----------|-------------|--------|
|                              |   |                                                                   |                           |     |        |   |
| /s/  Michael H.  Owens, M.D. |   |                                                                   | Chief Executive                |     | May 2, 2005 |   |   |
| (Michael H. Owens,  M.D.)         |   | Officer, President and  Director (Principal Executive Officer)         |                           |     |        |   |
|                              |   |                                                                   |                           |     |        |   |
| /s/ Howard Sampson                |   |                                                                   | Vice President of  Finance and |     | May 2, 2005 |   |   |
| (Howard Sampson)                  |   | Chief Financial Officer  (Principal  Financial and Accounting Officer) |                           |     |        |   |
|                              |   |                                                                   |                           |     |        |   |
| *                                 |   |                                                                   | Director                       |     | May 2, 2005 |   |   |
| (George B. DeHuff)                |   |                                                                   |                           |     |        |   |
|                              |   |                                                                   |                           |     |        |   |
| *                                 |   |                                                                   | Director                       |     | May 2, 2005 |   |   |
| (James D. Durham)                 |   |                                                                   |                           |     |        |   |
|                              |   |                                                                   |                           |     |        |   |
| *                                 |   |                                                                   | Director                       |     | May 2, 2005 |   |   |
| (James Hornthal)                  |   |                                                                   |                           |     |        |   |
|                              |   |                                                                   |                           |     |        |   |
| *                                 |   |                                                                   | Chairman of the Board          |     | May 2, 2005 |   |   |
| (John R. Lyon)                    |   |                                                                   |                           |     |        |   |
|                              |   |                                                                   |                           |     |        |   |
| *                                 |   |                                                                   | Director                       |     | May 2, 2005 |   |   |
| (Scott R. Pancoast)               |   |                                                                   |                           |     |        |   |
|                         |   |                                                                   |                           |     |        |
| *                                 |   |                                                                   | Director                       |     | May 2, 2005 |   |
| (C. Fred Toney)                   |   |                                                                   |                           |     |        |
|                                   |        |                                                                        |                                |          |             |        |  |  |  |  |  |

 

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|  * | By:    | /s/ Howard Sampson |   |
|---------|--------|--------------------|--------|
|    |   | Howard Sampson     |
|    |   | Attorney-in-Fact   |

 

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