##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 _________________________
 Amendment No. 1 to
FORM 10-K/A
 (Mark One)x
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  Commission File Number 001-33718
 BIOHEART, INC.
  Florida
(State or other jurisdiction of incorporation or organization)
    
    65-0945967
(I.R.S. Employer Identification No.)
 13794 NW 4thStreet, Suite 212, Sunrise, Florida
(Address of principal executive offices)
    
    33325
(Zip Code)
 (954) 835-1500
 None
 Common Stock, $0.001 Par Value
 o x
 o x
 x o
 o




Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer x
    
    Smaller reporting company o(Do not check if a smaller reporting company)


o x


















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##### 



INDEX
 PageExplanatory Note
    
    
    2PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    3Item 11.
    
    Executive Compensation
    
    
    11Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    19Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    21Item 14.
    
    Principal Accounting Fees and Services
    
    
    25PART IVItem 15.
    
    Exhibits, Financial Statement Schedules
    
    
    27EX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFO




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EXPLANATORY NOTE
     2




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PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance
 Executive Officers and Directors
  Name
    
    Age
    
    PositionWilliam M. Pinon
    
    
    44
    
    
    President, Chief Executive Officer and DirectorHoward J. Leonhardt
    
    
    46
    
    
    Chairman of the Board and Chief Technology
OfficerWilliam H. Kline
    
    
    63
    
    
    Chief Financial OfficerScott Bromley
    
    
    46
    
    
    Vice President of Public RelationsNicholas M. Burke
    
    
    36
    
    
    Vice President of Financial OperationsRichard T. Spencer IV
    
    
    35
    
    
    Vice President of Clinical Affairs and
Physician RelationsCatherine Sulawske-Guck
    
    
    39
    
    
    Vice President of Administration and Human
ResourcesSamuel S. Ahn, M.D., MBA
    
    
    54
    
    
    DirectorBruce Carson
    
    
    44
    
    
    DirectorPeggy A. Farley
    
    
    61
    
    
    DirectorDavid J. Gury
    
    
    69
    
    
    DirectorWilliam P. Murphy, Jr., M.D.
    
    
    84
    
    
    DirectorRichard T. Spencer III
    
    
    72
    
    
    DirectorMike Tomas
    
    
    42
    
    
    DirectorLinda Tufts
    
    
    54
    
    
    Director
 Executive Officers
 William M. Pinon. ®
 3




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Howard J. Leonhardt.
 William H. Kline.
 Scott Bromley.
 Nicholas M. Burke, C.P.A.
 Richard T. Spencer IV.
 4




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Catherine Sulawske-Guck.
 Board of Directors
 Samuel S. Ahn, M.D., MBA.
 Bruce C. Carson.
 Peggy A. Farley.
 5




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David J. Gury.
 William P. Murphy, Jr., M.D.
 Richard T. Spencer, III.
 6




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Mike Tomas.
 Linda Tufts.
 Family Relationships
    Director Appointment Rights
  7




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Shareholder Recommendations for Board Nominees
   
    
    the appropriate size and the diversity of our Board;
    
    our needs with respect to the particular talents and experience of our directors;
    
    the knowledge, skills and experience of nominees, including experience in
technology, business, finance, administration or public service, in light of prevailing
business conditions and the knowledge, skills and experience already possessed by other
members of the Board;
    
    familiarity with national and international business matters;
    
    experience in political affairs;
    
    experience with accounting rules and practices;
    
    whether such person qualifies as an audit committee financial expert pursuant to
the SEC Rules;
    
    appreciation of the relationship of our business to the changing needs of society;
and
    
    the desire to balance the considerable benefit of continuity with the periodic
injection of the fresh perspective provided by new members.
 8




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Audit Committee
    9




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Code of Ethics
   Section 16(a) Beneficial Ownership Reporting Compliance
   10




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Item 11.
    
    Executive Compensation
 Compensation Discussion and Analysis
    Elements of Compensation
  Base Salary.
 11




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Discretionary Annual Bonus.
  Long-Term Incentive Program.
    12




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Other Compensation.
 Compensation Committee Report
   
 13




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##### Table of Contents



Summary Compensation Table
  Annual Compensation
    
    
    Long-Term Compensation AwardsSalary
    
    
    Bonus
    
    
    Stock Awards
    
    
    Option Awards
    
    
    
    
    
    
    All OtherName and Principal Position
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)(1)
    
    
    
    
    
    
    Compensation ($)
    
    
    
    
    
    
    Total ($)William M. Pinon (2)
    
    
    2007
    
    
    
    220,209
    
    
    
    
    
    
    
    
    
    
    
    226,831
    
    
    
    (3)
    
    
    
    
    
    
    
    
    
    
    
    447,040President & Chief Executive
OfficerHoward J. Leonhardt (4)
    
    
    2007
    
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000Chairman of the Board and Chief Technology Officer
    
    
    2006
    
    
    
    150,000
    
    
    
    1,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    151,000William H. Kline (5)
    
    
    2007
    
    
    
    130,000
    
    
    
    
    
    
    
    
    
    
    
    240,000
    
    
    
    (6)
    
    
    
    
    
    
    
    
    
    
    
    370,000Chief Financial Officer
    
    
    2006
    
    
    
    50,000
    
    
    
    1,000
    
    
    
    
    
    
    
    96,000
    
    
    
    (7)
    
    
    
    
    
    
    
    
    
    
    
    147,000Richard T. Spencer, IV
    
    
    2007
    
    
    
    129,615
    
    
    
    
    
    
    
    
    
    
    
    69,996
    
    
    
    (8)
    
    
    
    
    
    
    
    
    
    
    
    199,611Vice President of Clinical
    
    
    2006
    
    
    
    125,000
    
    
    
    1,000
    
    
    
    
    
    
    
    62,796
    
    
    
    (9)
    
    
    
    
    
    
    
    
    
    
    
    188,796Affairs and Physician RelationsScott Bromley
    
    
    2007
    
    
    
    130,000
    
    
    
    
    
    
    
    
    (10)
    
    
    
    
    
    
    (11)
    
    
    
    
    
    
    
    (12)
    
    
    
    130,000Vice President of Public Relations
    
    
    2006
    
    
    
    130,000
    
    
    
    1,000
    
    
    
    366,429
    
    
    
    2,928,000
    
    
    
    
    
    
    
    153,000
    
    
    
    
    
    
    
    3,578,429
 
 (1)
    
    Amount reflects the expensed fair value of stock options in 2007 and 2006, calculated in
accordance with SFAS No. 123(R).(2)
    
    Mr. Pinon commenced his employment with us in March 2007.(3)
    
    Represents the 2007 expensed fair value of options to purchase 169,890 shares of our common
stock granted March 7, 2007, with an exercise price of $8.47 per share. The options vest in four
equal installments on each of March 7, 2008, March 7, 2009, March 7, 2010 and March 7, 2011.(4)
    
    Mr. Leonhardt served as our Chief Executive Officer during all of 2006 and from January through
March 2007.(5)
    
    Mr. Kline commenced his employment with us in August 2006.(6)
    
    Represents the 2007 expensed fair value of options to purchase 154,445 shares of our common
stock granted August 7, 2006, with an exercise price of $5.67 per share, vesting in four equal
installments on each of August 7, 2007, August 7, 2008, August 7, 2009 and August 7, 2010.(7)
    
    Represents the 2006 expensed fair value of options to purchase 154,445 shares of our common
stock granted August 7, 2006, with an exercise price of $5.67 per share, vesting in four equal
installments on each of August 7, 2007, August 7, 2008, August 7, 2009 and August 7, 2010.(8)
    
    Includes the 2007 expensed fair value of (i) options to purchase 61,778 shares of our common
stock granted October 1, 2004, with an exercise price of $5.67 per share, vesting in four equal
installments on each of October 1, 2005, October 1, 2006, October 1, 2007 and October 1, 2008 and
(ii) options to purchase 15,445 shares of our common stock granted April 19, 2006, with an exercise
price of $5.67 per share, vesting in four equal installments on each April 19, 2007, April 19,
2008, April 19, 2009 and April 19, 2010. 14




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(9)
    
    Includes the 2006 expensed fair value of (i) options to purchase 61,778 shares of our common
stock granted October 1, 2004, with an exercise price of $5.67 per share, vesting in four equal
installments on each of October 1, 2005, October 1, 2006, October 1, 2007 and October 1, 2008 and
(ii) options to purchase 15,445 shares of our common stock granted April 19, 2006, with an exercise
price of $5.67 per share, vesting in four equal installments on each April 19, 2007, April 19,
2008, April 19, 2009 and April 19, 2010.(10)
    
    Relates to the issuance of 47,658 shares to Mr. Bromley in accordance with the terms of the
Bromley Letter Agreement.(11)
    
    Represents the expensed fair market value of (i) options to purchase 282,635 shares of our
common stock granted August 24, 2006, with an exercise price of $5.67 per share and (ii) a warrant
to purchase 188,423 shares of our common stock granted August 24, 2006, with an exercise price of
$5.67 per share.(12)
    
    Relates to amounts paid to Mr. Bromley to reimburse him for federal and state income taxes due
in connection with his receipt of 47,658 shares of our common stock in accordance with the Bromley
Letter Agreement. Bromley Letter Agreement
  
    
    we issued to Mr. Bromley 47,658 shares of our common stock and reimbursed him for
federal and state income taxes he paid in connection with his receipt of such shares;
    
    we granted to Mr. Bromley fully-vested incentive stock options to purchase 282,635
shares of our common stock at an exercise price of $5.67 per share; and
    
    we granted to Mr. Bromley a fully-vested warrant to purchase 188,423 shares of our
common stock at an exercise price of $5.67 per share.
  15




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Grants of Plan Based Awards
  All Other OptionAwards: Number of
    
    
    Exercise Price of
    
    
    Grant Date FairSecurities Underlying
    
    
    Option Awards
    
    
    Value of OptionName
    
    Grant Date
    
    
    Options (#)
    
    
    ($/per share)
    
    
    Awards ($)William M. Pinon
    
    March 7, 2007
    
    
    169,890
    (1)
    
    
    8.47
    
    
    
    1,111,000
 
 (1)
    
    The options vest in four equal installments on each of March 7, 2008, March 7, 2009, March 7,
2010 and March 7, 2011. Our Stock Option Plans
  Options Available for Issuance
  Material Terms of the Plans
   16




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Outstanding Equity Awards at Fiscal Year End
  Number of Securities UnderlyingUnexercised Options andWarrants
    
    
    
    
    
    Option Exercise
    
    Option ExpirationName
    
    Exercisable (#)
    
    Unexercisable (#)
    
    
    
    
    
    Price ($/per share)
    
    DateWilliam M. Pinon
    
    
    
    
    
    
    169,890
    
    
    
    (1
    )
    
    
    8.47
    
    
    03/17/17Howard J. Leonhardt
    
    
    23,167
    
    
    
    
    
    
    
    
    
    
    
    5.67
    
    
    12/31/113,212
    
    
    
    
    
    
    
    
    
    
    
    5.67
    
    
    12/31/15William H. Kline
    
    
    38,612
    
    
    
    115,833
    
    
    
    (2
    )
    
    
    5.67
    
    
    08/07/16Richard T. Spencer, IV
    
    
    46,334
    
    
    
    15,444
    
    
    
    (3
    )
    
    
    5.67
    
    
    10/01/14309
    
    
    
    
    
    
    
    
    
    
    
    5.67
    
    
    12/31/153,862
    
    
    
    11,583
    
    
    
    (4
    )
    
    
    5.67
    
    
    04/09/16Scott Bromley
    
    
    61,778
    
    
    
    
    
    
    
    
    
    
    
    1.28
    
    
    12/25/0925,947
    
    
    
    
    
    
    
    
    
    
    
    5.67
    
    
    12/18/10309
    
    
    
    
    
    
    
    
    
    
    
    5.67
    
    
    12/31/15282,635
    
    
    
    
    
    
    
    
    
    
    
    5.67
    
    
    08/24/16188,423
    
    
    
    
    
    
    
    
    
    
    
    5.67
    
    
    08/24/16
 
 (1)
    
    The options vest in four equal installments on each of March 7, 2008, March 7, 2009, March 7,
2010 and March 7, 2011.(2)
    
    The options vest in three equal installments on each of August 7, 2008, August 7, 2009 and
August 7, 2010.(3)
    
    The options vest on October 1, 2008.(4)
    
    The options vest in three equal installments on each of April 19, 2008, April 19, 2009 and
April 19, 2010. 17




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Option Exercises
  Pension Benefits
  Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans
  Potential Payments Upon Termination or Change-In Control
  Director Compensation
  Compensation Committee Interlocks and Insider Participation
    18




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Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 (1)
 Options orWarrantsCurrentlyExercisable or
    
    
    
    
    
    
    TotalExercisable
    
    
    
    
    
    
    Commonwithin 60 days
    
    
    
    
    
    
    Stock andCommon
    
    
    
    
    
    
    for Shares of
    
    
    
    
    
    
    Common
    
    
    PercentageStock
    
    
    
    
    
    
    Common
    
    
    
    
    
    
    Stock Based
    
    
    of ClassName
    
    (#)
    
    
    
    
    
    
    Stock
    
    
    
    
    
    
    Holdings
    
    
    (%)(2)Howard J. Leonhardt
    
    
    4,727,571
    
    
    
    (3)
    
    
    
    107,927
    
    
    
    (4)
    
    
    
    4,835,498
    
    
    
    33.2William M. Pinon
    
    
    
    
    
    
    
    
    
    
    42,473
    
    
    
    (5)
    
    
    
    42,473
    
    
    
    *William H. Kline
    
    
    
    
    
    
    
    
    
    
    38,612
    
    
    
    (6)
    
    
    
    38,612
    
    
    
    *Richard T. Spencer, IV
    
    
    5,071
    
    
    
    
    
    
    
    54,366
    
    
    
    (7)
    
    
    
    59,437
    
    
    
    *Scott Bromley
    
    
    47,658
    
    
    
    
    
    
    
    559,092
    
    
    
    (8)
    
    
    
    606,750
    
    
    
    4.0Samuel S. Ahn, M.D., MBA
    
    
    172,979
    
    
    
    
    
    
    
    120,160
    
    
    
    (9)
    
    
    
    293,139
    
    
    
    2.0Bruce Carson
    
    
    208,501
    
    
    
    
    
    
    
    135,912
    
    
    
    (10)
    
    
    
    344,413
    
    
    
    2.4David J. Gury
    
    
    9,267
    
    
    
    
    
    
    
    12,356
    
    
    
    (11)
    
    
    
    21,623
    
    
    
    *Peggy A. Farley
    
    
    509,410
    
    
    
    (12)
    
    
    
    
    
    
    
    
    
    
    
    509,410
    
    
    
    3.5William P. Murphy, Jr., M.D.
    
    
    74,134
    
    
    
    (13)
    
    
    
    46,335
    
    
    
    (14)
    
    
    
    120,469
    
    
    
    *Richard T. Spencer, III
    
    
    18,535
    
    
    
    
    
    
    
    129,736
    
    
    
    (15)
    
    
    
    148,271
    
    
    
    1.0Mike Tomas
    
    
    354,340
    
    
    
    (16)
    
    
    
    12,356
    
    
    
    (17)
    
    
    
    366,696
    
    
    
    2.5Linda Tufts
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    *Directors and Executive
Officers as a group (13
persons)
    
    
    6,127,466
    
    
    
    
    
    
    
    1,259,325
    
    
    
    
    
    
    
    7,386,791
    
    
    
    47.0
 
 *
    
    Represents less than 1% of the total number of shares of common stock outstanding.(1)
    
    A person is deemed to be the beneficial owner of securities that can be acquired by such person
within 60 days from April 15, 2008 upon exercise of options, warrants and convertible securities.
Each beneficial owners percentage ownership is determined by assuming that options, warrants and
convertible securities that are held by such person (but not those held by any other person) and
that are exercisable within 60 days from April 15, 2008 have been exercised.(2)
    
    Applicable percentage ownership is based on 14,447,138 shares of Common Stock outstanding as of
April 15, 2008.(3)
    
    Shares are directly and jointly held by Mr. Leonhardt and his spouse.(4)
    
    Includes (i) 26,379 shares issuable upon the exercise of presently exercisable stock options at
an exercise price of $5.67 per share and (ii) 81,548 shares issuable upon the exercise of warrants
at an exercise price of $7.69 per share that are subject to exercise within 60 days. Does not
include 81,547 shares issuable upon the exercise of warrants at an exercise price of $7.69 per
share that are not subject to exercise within 60 days.(5)
    
    Consists of 42,473 shares issuable upon the exercise of presently exercisable stock options at
an exercise price of $8.47 per share. Does not include 127,417 shares issuable upon the exercise of
stock options at an exercise price of $8.47 per share that are not subject to exercise within 60
days.(6)
    
    Consists of 38,612 shares issuable upon the exercise of presently exercisable stock options at
an exercise price of $5.67 per share. Does not include 115,833 shares issuable upon the exercise of
stock options at an exercise price of $5.67 per share that are not subject to exercise within 60
days.(7)
    
    Consists of (i) 50,505 shares issuable upon the exercise of presently exercisable stock options
at an exercise price of $5.67 per share and (ii) 3,861 shares issuable upon the exercise of stock
option at an exercise price of $5.67 per share that are
subject to exercise within 60 days. Does not include 23,166 shares issuable upon the exercise of
stock options at an exercise price of $5.67 per share that are not subject to exercise within 60
days. 19




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(8)
    
    Consists of (i) 61,778 shares issuable upon the exercise of presently exercisable stock options
at an exercise price of $1.28 per share, (ii) 308,891 shares issuable upon the exercise of
presently exercisable stock options at an exercise price of $5.67 per share and (iii) 188,423
shares issuable upon the exercise of a vested warrant at an exercise price of $5.67 per share.(9)
    
    Consists of (i) 41,701 shares issuable upon the exercise of presently exercisable stock options
at an exercise price of $2.83 per share, (ii) 72,281 shares issuable upon the exercise of presently
exercisable stock options at an exercise price of $5.67 per share and (iii) 6,178 shares issuable
upon the exercise of presently exercisable stock options at an exercise price of $7.69 per share.
Does not include 27,801 shares issuable upon the exercise of warrants at an exercise price of $7.69
per share that are not subject to exercise within 60 days.(10)
    
    Consists of (i) 129,734 shares issuable upon the exercise of presently exercisable stock
options at an exercise price of $5.67 per share and (ii) 6,178 shares issuable upon the exercise of
presently exercisable stock options at an exercise price of $7.69 per share.(11)
    
    Includes (i) 6,178 shares issuable upon the exercise of presently exercisable stock options at
an exercise price of $5.67 per share and (ii) 6,178 shares issuable upon the exercise of presently
exercisable stock options at an exercise price of $7.69 per share.(12)
    
    Includes (i) 42,010 shares over which Ms. Farley has voting power, (ii) 77,223 shares owned by
Ascent Medical Technology Fund, LP, over which Ms. Farley has shared voting and investment power
and (iii) 390,177 shares owned by Ascent Medical Technology Fund II, LP, over which Ms. Farley has
shared voting and investment power.(13)
    
    Shares are directly owned by trusts controlled by Dr. Murphy and his spouse.(14)
    
    Includes (i) 12,356 shares issuable upon the exercise of presently exercisable stock options
at an exercise price of $5.67 per share, (ii) 6,178 shares issuable upon the exercise of presently
exercisable stock options at an exercise price of $7.69 per share and (iii) 27,801 shares issuable
upon the exercise of warrants at an exercise price of $7.69 per share that are subject to exercise
within 60 days.(15)
    
    Includes (i) 67,957 shares issuable upon the exercise of presently exercisable stock options
at an exercise price of $5.67 per share, (ii) 6,178 shares issuable upon the exercise of presently
exercisable stock options at an exercise price of $7.69 per share and (iii) 55,601 shares issuable
upon the exercise of warrants at an exercise price of $7.69 per share that are subject to exercise
within 60 days.(16)
    
    Shares are held by the Astri Group, LLC, over which Mr. Tomas has shared voting and investment
power.(17)
    
    Includes (i) 6,178 shares issuable upon the exercise of presently exercisable stock options
issued in the name of the Astri Group, LLC at an exercise price of $5.67 per share, over which Mr.
Tomas has shared voting and investment power and (ii) 6,178 shares issuable upon the exercise of
presently exercisable stock options issued in the name of the Astri Group, LLC at an exercise price
of $7.69 per share, over which Mr. Tomas has shared voting and investment power. 20




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Item 13.
    
    Certain Relationships and Related Transactions and Director Independence
 Certain Relationships and Related Party Transactions
 Bank of America Financing
      
    
    In exchange for the $1.1 million limited personal guarantee, we issued to Mr. and
Mrs. Leonhardt a warrant to purchase an aggregate of 35,745 Subject Shares (subject to
adjustment as set forth above).
 21




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##### Table of Contents




    
    In exchange for a pledge of collateral valued at $1.5 million, we issued to Mr.
Spencer a warrant to purchase an aggregate of 48,743 Subject Shares (subject to adjustment
as set forth above).
    
    In exchange for the pledge of collateral valued at $750,000, we issued to Dr. Murphy
a warrant to purchase an aggregate of 24,372 Subject Shares (subject to adjustment as set
forth above).
    
    In exchange for the pledge of collateral valued at $2.2 million, we issued to the
Shareholder Guarantor a warrant to purchase an aggregate of 71,490 Subject Shares (subject
to adjustment as set forth above).
    22




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Guarantees Provided By Mr. Leonhardt
   Purchase of Shares in Our Initial Public Offering
  Placement Fee
  Research Fee
  23




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##### Table of Contents



Review of Related Party Transactions
  Director Independence
  Board Committee Independence
  Audit Committee
  Compensation Committee
  Governance & Nominating Committee
  24




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##### Table of Contents



Item 14.
    
    Principal Accounting Fees and Services
 Independent Registered Public Accounting Firm Fees
  Types of Fees
    
    2007
    
    
    2006Audit Fees (1)
    
    $
    388,336
    
    
    $
    260,694Audit Related Fees
    
    
    
    
    
    
    Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    
 
 (1)
    
    Represents the aggregate fees billed to us by Grant Thornton during the applicable fiscal year
for professional services rendered for the audit of our annual consolidated financial statements,
the reviews of the financial statements included in our Quarterly Reports on Form 10-Q and services
that are normally provided by our independent registered public accounting firm in connection with
consents and other services related to SEC matters, including our Registration Statement on Form
S-1. The amount in 2006 includes the fees billed to us for the audit of our 2003, 2004 and 2005
consolidated financial statements. This category also includes advice on audit and accounting
matters that arose during, or as a result of, the audit of the annual consolidated financial
statements or the reviews of the interim financial statements. Audit Committee Pre-Approval Policy
     25




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##### Table of Contents



PART IV
 
 Item 15.
    
    Exhibits, Financial Statement Schedules
  ExhibitNo.
    
    Exhibit Description31.1*
    
    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2*
    
    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Filed herewith 27




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##### Table of Contents



SIGNATURES
  BIOHEART, INC.By:
    /s/ William M. PinonWilliam M. PinonPresident and Chief Executive Officer   SIGNATURE
    
    TITLE
    
    DATE/s/ William M. Pinon

William M. Pinon
    
    President, Chief Executive Officer and Director
    
    April 25, 2008/s/ William H. Kline

William H. Kline
    
    Chief Financial Officer
    
    April 25, 2008/s/ Howard J. Leonhardt

Howard J. Leonhardt
    
    Chairman of the Board and Chief Technology
Officer
    
    April 25, 2008/s/ David J. Gury

David J. Gury
    
    Director
    
    April 25, 2008/s/ William P. Murphy, Jr., M.D.

William P. Murphy, Jr., M.D.
    
    Director
    
    April 25, 2008/s/ Richard T. Spencer III

Richard T. Spencer III
    
    Director
    
    April 25, 2008/s/ Linda Tufts

Linda Tufts
    
    Director
    
    April 25, 2008/s/ Mike Tomas

Mike Tomas
    
    Director
    
    April 25, 2008/s/ Peggy A. Farley

Peggy A. Farley
    
    Director
    
    April 25, 2008/s/ Bruce Carson

Bruce Carson
    
    Director
    
    April 25, 2008/s/ Samuel S. Ahn, M.D.

Samuel S. Ahn, M.D.
    
    Director
    
    April 25, 2008
 28




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##### Table of Contents



INDEX OF EXHIBITS
  Exhibit No.
    
    Description31.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 29