** **

**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

# **Washington, D.C.20549**

 

## **Form 10-K/A**

**(Amendment No. 1)**

 
| **o ** | **Annual Report Pursuant to Section 13 or 15(d) of the  Securities Exchange Act of 1934**           |
|-------------|----------------------------------------------------------------------------------------------------------|
|        |                                                                                                     |
| **ý**  | ** Transition Report  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934** |

 

 

### **For the transition periodfrom January 1, 2004 to September 30, 2004**

 

### **Commissionfile number 1-15297**

 

**WATERPIK TECHNOLOGIES, INC.**

(Exact name of registrantas specified in its charter)

 

# ** **

(State or otherjurisdiction of incorporation or organization)

** **

| **Delaware**                                                      | **25-1843384**                     |
|-------------------------------------------------------------------|------------------------------------|
| (State or other  jurisdiction

of incorporation or  organization) | (IRS Employer

Identification No.) |
|                                                              |                               |

 

| **23 Corporate Plaza, Suite 246**** ****Newport Beach, CA  92660** |
|------------------------------------------------------------------------------|
| (Address of principal  executive offices, including zip code)           |
|                                                                         |
| **(949)  719-3700**                                                          |
| (Registrant’s telephone  number, including area code)                   |

 

Securities registeredpursuant to Section 12(b) of the Act:

 
| **Title of Each Class**         | ** ** | **Name of Each Exchange on Which Registered** |
|---------------------------------|------------|-----------------------------------------------|
| Common Stock, $.01 par value    |       | New York Stock Exchange                       |
| Preferred Share Purchase Rights |       | New York Stock Exchange                       |

 

Securities registered pursuant to Section 12(g) ofthe Act: None

 

Indicate bycheck mark whether the registrant: (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.

ý Yes  o No

 

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 thebest of registrant’s knowledge, in the definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K orany amendment to this Form 10-K.

o

 

Indicateby check mark whether the registrant is an accelerated filer (as defined inExchange Act Rule 12b-2)

ý Yes  o No

 

The aggregate market value of the voting and non-votingstock held by non-affiliates of the registrant as of June 25, 2004 wasapproximately $190,990,879, based on the closing sale price on that date of theCommon Stock of $16.83 as reported by the New York Stock Exchange. Shares ofvoting stock known by the registrant to be beneficially owned by executiveofficers or directors of the registrant are not included in the computation;however, shares of voting stock reported to be beneficially owned by holders of5 percent or more of the voting stock are included in the computation. Theregistrant has made no determination whether any such persons are “affiliates”within the meaning of Rule 405 under the Securities Act of 1933 andRule 12b-2 under the Securities Exchange Act of 1934.

 

The number of shares of Common Stock outstanding as ofDecember 3, 2004 was 12,124,949 shares.

 

 

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##### **Explanatory Note**

 

ThisAmendment No. 1 to Transition Report on Form 10-K (“Amendment No. 1”) is filedsolely to correct information set forth in Part III, Item 12 (SecurityOwnership of Certain Beneficial Owners and Management Security Ownership) ofthe Transition Report on Form 10-K of Water Pik Technologies, Inc. (the“Company”) for the transition period from January 1, 2004 through September 30,2004 (the “Transition Report”).  TheTransition Report was filed with the Securities and Exchange Commission (the“SEC”) on December 14, 2004.

 

Inconnection with the filing of this Amendment No. 1 and pursuant to the SECrules promulgated pursuant to the Securities Exchange Act of 1934, as amended,the Company is including with this Amendment No. 1 certain currently datedcertifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  Except as described above, no otheramendments are being made to the Transition Report.  This Amendment No. 1 does not reflect eventsoccurring after the December 14, 2004 filing of the Transition Report or modifyor update the disclosure contained in the Transition Report in any way otherthan as required to reflect the amendments discussed above and reflected below.

 

2

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**Item 12 Security Ownership of CertainBeneficial Owners and**

**                                ManagementSecurity Ownership**

 

The following table sets forth the number ofshares of our Common Stock beneficially owned, directly or indirectly, by eachperson known to us to own beneficially more than five percent of ouroutstanding Common Stock, each Director, each of our Named Executive Officersand by our Directors and executive officers as a group, in each case based uponthe beneficial ownership of such persons reported to us as of December 3,2004, including shares as to which a right to acquire ownership exists within60 days of December 3, 2004 (for example, through the exercise ofstock options) within the meaning of Rule 13d-3(d)(1) under the SecuritiesExchange Act of 1934 unless otherwise indicated. Each person has sole votingand investment power with respect to the shares listed and each person’saddress is the address of our corporate offices, except where otherwise noted.

 
| **Beneficial Owner**                                                                                      | ** ** | **Shares****Owned** | ** ** | **Shares Under Restricted Stock Plans(1)** | ** ** | **Total Shares Beneficially Owned** | ** ** | **Percent of Shares Outstanding As of December 3, 2004** | ** ** |
|-----------------------------------------------------------------------------------------------------------|------------|---------------------|------------|--------------------------------------------|------------|-------------------------------------|------------|---------------------------------------------------------------|------------|
| Tennenbaum  Capital Partners, LLC(2)  2951 28th Street, Suite 1000  Santa Monica, CA 90405 |       | 2,360,485           |       | —                                     |       | 2,360,485                           |       | 19.5                                                          | %          |
| Wells Fargo & Company(3)  420 Montgomery St.  San Francisco, CA 94104             |       | 1,352,771           |       | —                                     |       | 1,352,771                           |       | 11.2                                                          | %          |
| Richard P. Simmons(4)  Birchmere, Quaker Hollow Road  Sewickley, PA 15143                       |       | 859,190             |       | —                                     |       | 859,190                             |       | 7.1                                                           | %          |
| Singleton Group LLC(5)  335 North Maple Drive, Suite 177  Beverly Hills, CA 90210     |       | 699,981             |       | —                                     |       | 699,981                             |       | 5.8                                                           | %          |
| Michael P. Hoopis(6)                                                                                      |       | 605,974             |       | 52,544                                     |       | 658,518                             |       | 5.2                                                           | %          |
| Robert P. Bozzone(7)                                                                                      |       | 370,477             |       | 6,000                                      |       | 376,477                             |       | 3.1                                                           | %          |
| Victor C. Streufert(8)                                                                                    |       | 203,093             |       | 35,523                                     |       | 238,616                             |       | 1.9                                                           | %          |
| Robert J. Rasp(9)                                                                                         |       | 159,801             |       | 21,182                                     |       | 180,983                             |       | 1.5                                                           | %          |
| Robert A. Shortt(10)                                                                                      |       | 142,263             |       | 30,358                                     |       | 172,621                             |       | 1.4                                                           | %          |
| Richard P. Bisson(11)                                                                                     |       | 126,669             |       | 12,737                                     |       | 139,406                             |       | 1.1                                                           | %          |
| William G. Ouchi(12)                                                                                      |       | 65,157              |       | 6,000                                      |       | 71,157                              |       | *                                                             |       |
| Charles J. Queenan, Jr.(13)                                                                               |       | 50,638              |       | 6,000                                      |       | 56,638                              |       | *                                                             |       |
| W. Craig McClelland(14)                                                                                   |       | 27,154              |       | 6,000                                      |       | 33,154                              |       | *                                                             |       |
| F. Peter Cuneo(15)                                                                                        |       | 11,920              |       | 6,000                                      |       | 17,920                              |       | *                                                             |       |
| Babette E. Heimbuch                                                                                       |       | 4,343               |       | 7,000                                      |       | 11,343                              |       | *                                                             |       |
| All Directors and executive officers as a group (13 persons)(16)                                     |       | 1,963,051           |       | 226,478                                    |       | 2,189,529                           |       | 16.3                                                          | %          |

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| ***   | * * | *Less than one percent of the  outstanding shares.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|-------|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *(1)* | * * | *Subject to forfeiture if established  service and other forfeiture conditions are not met.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| *(2)* | * * | *Based solely upon information set  forth in Schedule 13D dated January 11, 2001 and filed with the SEC  on January 12, 2001, as amended on November 14, 2003 (filed  November 17, 2003), amended December 4, 2003 (filed  December 8, 2003) amended January 27, 2004 (filed January 28,  2004) and amended April 30, 2004(filed May 3, 2004). The number listed  represents shares of our Common Stock beneficially owned by one or more  members of a group consisting of Special Value Bond Fund, LLC, Special Value  Bond Fund II, LLC, SVIM/MSM, LLC, SVIM/MSM II, LLC, Tennenbaum Capital  Partners, LLC (formerly Special Value Investment Management), LLC, Tennenbaum  & Co., LLC and Michael E. Tennenbaum.* |

 

3

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| *(3)*  | * * | *Based solely upon information set  forth in Schedule 13G dated December 9, 2003 and filed with the SEC  on December 10, 2003, as amended on January 16, 2004 (filed  January 20, 2004), amended February 12, 2004 (filed  February 13, 2004) and amended May 26, 2004 (filed May 27, 2004), as  updated pursuant to e-mail provided by Wells Fargo law department on  November 22, 2004.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *(4)*  | * * | *Based solely upon information set  forth in Schedule 13G/A dated February 4, 2003 and filed with the  SEC on February 4, 2003, and information set forth in Schedule 13D  dated May 30, 2003 and filed with the SEC on May 30, 2003.  Mr. Simmons disclaims beneficial ownership of 11,895 shares of our  Common Stock owned by the R. P. Simmons Family Foundation, a private  charitable foundation to which Mr. Simmons serves as trustee.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| *(5)*  | * * | *Based solely upon information set  forth in Schedule 13G dated April 19, 2000 and filed with the SEC  on April 21, 2000. The number listed represents shares of our Common  Stock beneficially owned by one or more members of a group consisting of  William W. Singleton, Caroline W. Singleton and Donald E. Rugg.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| *(6)*  | * * | *Includes 498,821 shares of our Common  Stock to which Mr. Hoopis has or will have the right to acquire within  60 days through the exercise of stock options. Also includes 54,054  shares of our Common Stock to which Mr. Hoopis could have the right to  acquire within 60 days through the conversion of stock units held under  the deferred compensation feature of the Company’s 1999 Incentive Plan. Under  the 1999 Incentive Plan, vested stock units are distributed in the form of  Common Stock to the participant, upon termination of employment in a lump sum  or periodically as elected by the participant. Stock units, all of which  would be vested either over time or through acceleration, are also  automatically distributed in the form of Common Stock upon a change of  control of the Company, regardless of whether the participant has elected  lump sum or periodic distribution. The stock units held in the 1999 Incentive  Plan for Mr. Hoopis are fully vested and are subject to lump sum  distribution in the form of our Common Stock.* |
| *(7)*  | * * | *Includes 92,457 shares of our Common  Stock held by The Robert P. Bozzone Grantor Retained Annuity Trust II, as to  which Mr. Bozzone serves as trustee, 121 shares of our Common Stock held  in Mr. Bozzone’s account as a participant in the Teledyne, Inc.  401(k) plan, 12,000 shares owned by Mr. Bozzone’s wife to which he  disclaims beneficial ownership and 9,000 shares of our Common Stock to which  Mr. Bozzone has or will have the right to acquire within 60 days  through the exercise of stock options.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| *(8)*  | * * | *Includes 15,000 shares of our Common  Stock that are held by The Streufert Family Revocable Living Trust dated  May 16, 1997, as to which Mr. Streufert serves as a trustee, and  122,582 shares of our Common Stock to which Mr. Streufert has or will  have the right to acquire within 60 days through the exercise of stock  options. Also includes 30,405 shares of our Common Stock to which  Mr. Streufert could have the right to acquire within 60 days  through the conversion of stock units held under the deferred compensation  feature of the Company’s 1999 Incentive Plan. The stock units held in the 1999  Incentive Plan for Mr. Streufert are fully vested and are subject to  periodic distribution in the form of our Common Stock. See note (6) for  additional information regarding the deferred compensation feature of the  1999 Incentive Plan.*                                                                                                                                                                                    |
| *(9)*  | * * | *Includes 120,274 shares of our Common  Stock to which Mr. Rasp has or will have the right to acquire within  60 days through the exercise of stock options and 1,148 shares of our  Common Stock held by Mr. Rasp in the Company’s 401(k) plan. Also includes  23,650 shares of our Common Stock to which Mr. Rasp could have the right  to acquire within 60 days through the conversion of stock units held  under the deferred compensation feature of the Company’s 1999 Incentive Plan.  The stock units held in the 1999 Incentive Plan for Mr. Rasp are fully  vested and are subject to periodic distribution in the form of our Common  Stock. See note (6) for additional information regarding the deferred  compensation feature of the 1999 Incentive Plan.*                                                                                                                                                                                                                                                                                        |
| *(10)* | * * | *Includes 78,402 shares of our Common  Stock to which Mr. Shortt has or will have the right to acquire within  60 days through the exercise of stock options. Also includes 33,108  shares of our Common Stock to which Mr. Shortt could have the right to  acquire within 60 days through the conversion of stock units held under  the deferred compensation feature of the Company’s 1999 Incentive Plan. The  stock units held in the 1999 Incentive Plan for Mr. Shortt are fully  vested and are subject to periodic distribution in the form of our Common Stock.  See note (6) for additional information regarding the deferred  compensation feature of the 1999 Incentive Plan.*                                                                                                                                                                                                                                                                                                                                                                                 |
| *(11)* | * * | *Includes 99,022 shares of our Common  Stock to which Mr. Bisson has or will have the right to acquire within  60 days through the exercise of stock options.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

 

4

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| *(12)* | * * | *Includes 50,000 shares of our Common  Stock owned by the William G. Ouchi Consultants, Inc. Money Purchase  Pension Plan dated November 1, 1980, as to which Mr. Ouchi serves  as a trustee, and 9,000 shares of our Common Stock to which Mr. Ouchi  has or will have the right to acquire within 60 days through the  exercise of stock options.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *(13)* | * * | *Includes 2,705 shares of our Common  Stock owned by Mr. Queenan’s wife to which he disclaims beneficial  ownership and 9,000 shares of our Common Stock to which Mr. Queenan has  or will have the right to acquire within 60 days through the exercise of  stock options.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| *(14)* | * * | *Includes 9,000 shares of our Common  Stock to which Mr. McClelland has or will have the right to acquire  within 60 days through the exercise of stock options.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| *(15)* | * * | *Includes 7,000 shares of our Common  Stock to which Mr. Cuneo has or will have the right to acquire within  60 days through the exercise of stock options.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| *(16)* | * * | *Includes all Directors, Named  Executive Officers, and other executive officers not named in the table, as  of December 3, 2004. Includes 157,344 shares of our Common Stock which  two additional executive officers not named in the table, combined, have or  will have the right to acquire within 60 days through the exercise of  stock options. Also includes 12,473 shares of our Common Stock to which one  executive officer not named in the table could have the right to acquire  within 60 days through the conversion of stock units held under the  deferred compensation feature of the Company’s 1999 Incentive Plan, which  stock units will vest no later than February 16, 2005 and are subject to  periodic distribution in the form of our Common Stock. See note (6) for  additional information regarding the deferred compensation feature of the  1999 Incentive Plan. See also notes (1) and (6) through  (15) above.* |

 

**EQUITY COMPENSATION PLAN INFORMATION**

 

                Setforth below is a summary of the Company’s securities authorized for issuanceunder equity compensation plans as of September 30, 2004:

 
| ** **                                                        | ** ** | **Number of securities to be** **issued upon exercise of**  **outstanding options, warrants  and rights** | ** ** | **Weighted-average exercise price of outstanding  options, warrants and rights** | ** ** | **Number of securities remaining available for** **future issuance under**  **equity compensation plans**  **(excluding securities reflected****in column (a))** |
|-------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Plan Category**                                                 | ** ** | **(a)**                                                                                                             | ** ** | **(b)**                                                                          | ** ** | **(c)**                                                                                                                                                                         |
| Equity compensation plans approved by  security holders |       | 1,398,899(1)                                                                                                        |       | $                                                                                | 9.04       |                                                                                                                                                                            | 416,803(3) |
| Equity compensation plans not approved by security holders(2)     |       | 425,028                                                                                                             |       | $                                                                                | 10.61      |                                                                                                                                                                            | 38,790(4) |
| Total                                                             |       | 1,823,927                                                                                                           |       | $                                                                                | 9.41       |                                                                                                                                                                            | 455,593 |

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| *(1)* | * * | *Includes stock options under the  Water Pik Technologies, Inc. 1999 Incentive Plan (the “Incentive Plan”),  approved by stockholders in May 2000, and amended and reapproved by  stockholders in May 2004. Following the May 2004 amendment, the  Incentive Plan has 1,900,000 authorized shares available for awards to  selected officers and key employees plus up to 500,000 additional shares for  awards transferred from the Company’s plans pursuant to the deferred compensation  feature of the Incentive Plan. Also, includes stock options under the Water  Pik Technologies, Inc. 1999 Non-Employee Director Stock Compensation  Plan (the “Directors’ Plan”), approved by stockholders in April 2001.*                                                                                                                                |
|-------|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *(2)* | * * | *Consists of stock options granted  under the Water Pik Technologies, Inc. Broad-Based Stock Option Plan  (the “Broad-Based Plan”), approved by the Board of Directors on  December 30, 1999. See “Equity Compensation Plans Not Approved by  Security Holders” below for additional information.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| *(3)* | * * | *Amount represents securities  available under the Incentive Plan, the Directors’ Plan and the Water Pik  Technologies, Inc. Employee Stock Purchase Plan, which consists of the  Stock Acquisition and Retention Program (“SARP”) and the Employee Stock Purchase  Program (“ESPP”). Types of awards available under the Incentive Plan include  stock options, restricted stock, stock appreciation rights and stock units.  Types of awards available under the Directors’ Plan include stock options,  restricted stock and common stock issued in payment for retainer fees. Under  both the Incentive Plan and the Directors’ Plan, the securities available for  future issuance are reserved for any of such types of awards. Amount also  includes 84,558 shares available for issuance under the SARP, which may only  be granted as restricted stock awards.* |
| *(4)* | * * | *Amount represents securities  available under the Broad-Based Plan. See “Equity Compensation Plans Not  Approved by Security Holders” below for additional information on the  material features of the plan.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

 

5

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*Equity Compensation Plans Not Approvedby Security Holders*

 

                TheCompany’s Broad-Based Plan has not been approved by security holders. TheBroad-Based Plan provides for nonqualified stock options that generally vestover a three-year period and expire ten years from the date of grant, and aregranted to eligible employees other than officers and directors of the Company.The terms of the Broad-Based Plan state that the total number of sharesauthorized is 5.0 percent of the outstanding shares of the Common Stock ofthe Company, increased automatically if there is an increase in the Company’soutstanding shares. However, in anticipation of the implementation of NYSERule 303A.08, which does not permit automatic increases in sharesavailable based upon a formula in the plan (also known as an “evergreenformula”) unless a plan has been approved by stockholders and is not more than10 years in length, the Company ceased using the “evergreen” feature ofthe Broad-Based Plan effective June 30, 2003. On June 30, 2003, therewere 76,241 shares available under the Broad-Based Plan. On December 31,2003, there were 121,904 shares available under the Broad-Based Plan. OnSeptember 30, 2004, there were 38,790 shares available under the Broad-BasedPlan. The decrease in available shares under the Broad-Based Plan betweenDecember 31, 2003 and September 30, 2004 was due to issuance of stockoptions to employees.

 

6

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**Signatures**

 

Pursuant tothe requirements 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.

** **
|                         | **WATER PIK TECHNOLOGIES, INC.**                             |
|------------------------------|--------------------------------------------------------------|
|                         |                                                         |
|                         | By: /s/ MICHAEL  P. HOOPIS                                   |
| Date: March 18, 2005

  | **Michael P. Hoopis**

President and Chief Executive Officer |
|                         |                                                         |

 

Pursuant to the requirements of the Securities ExchangeAct of 1934, this report has been signed below by the following persons onbehalf of the registrant and in the capacities and on the dates indicated.

 
| ** **                   | ** ** | ** **                                                                                                      | ** ** | ** **     |
|------------------------------|------------|-----------------------------------------------------------------------------------------------------------------|------------|----------------|
| **Name**                     | ** ** | **Title**                                                                                                       | ** ** | **Date**       |
| ** **                   | ** ** | ** **                                                                                                      | ** ** | ** **     |
| /s/ MICHAEL P.  HOOPIS       |       |                                                                                                            |       |           |
| **Michael  P. Hoopis**       |       | President, Chief Executive Officer and a Director  (Principal Executive Officer)                                |       | March 18, 2005 |
|                         |       |                                                                                                            |       |           |
| /s/ VICTOR C.  STREUFERT     |       |                                                                                                            |       |           |
| **Victor C. Streufert**      |       | Vice President and Chief Financial Officer (Principal Accounting Officer and Principal  Financial Officer) |       | March 18, 2005 |
| ** **                   |       |                                                                                                            |       |           |
| /s/ ROBERT P.  BOZZONE       |       |                                                                                                            |       |           |
| **Robert P. Bozzone**        |       | Director                                                                                                        |       | March 18, 2005 |
| ** **                   |       |                                                                                                            |       |           |
| /s/ F. PETER  CUNEO          |       |                                                                                                            |       |           |
| **F. Peter Cuneo**           |       | Director                                                                                                        |       | March 18, 2005 |
| ** **                   |       |                                                                                                            |       |           |
| /s/ BABETTE E.  HEIMBUCH     |       |                                                                                                            |       |           |
| **Babette E. Heimbuch**      |       | Director                                                                                                        |       | March 18, 2005 |
| ** **                   |       |                                                                                                            |       |           |
| /s/ W. CRAIG  MCCLELLAND     |       |                                                                                                            |       |           |
| **W. Craig McClelland**      |       | Director                                                                                                        |       | March 18, 2005 |
| ** **                   |       |                                                                                                            |       |           |
| /s/ WILLIAM G.  OUCHI        |       |                                                                                                            |       |           |
| **William G. Ouchi**         |       | Director                                                                                                        |       | March 18, 2005 |
| ** **                   |       |                                                                                                            |       |           |
| /s/ CHARLES J.  QUEENAN, JR. |       |                                                                                                            |       |           |
| **Charles J. Queenan, Jr.**  |       | Director                                                                                                        |       | March 18, 2005 |

 

7

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**EXHIBIT INDEX**

 
| **Exhibit No.** | ** ** | **Description** |
|-----------------|------------|-----------------|
|            |       |            |   |
| 31.1            |       |            | Certification pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002. |
|            |       |            |   |
| 31.2            |       |            | Certification pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002. |

 

 

 

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