##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 Amendment No. 1
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2006
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission file number 000-52045
 VOLCANO CORPORATION
 (Exact Name of Registrant as Specified in its Charter)
 Delaware(State or Other Jurisdiction of 
Incorporation or Organization)
    
    33-0928885(I.R.S. Employer
Identification Number)
 2870 Kilgore Road 
Rancho Cordova, California(Address of Principal Executive 
Offices)
    
    95670(Zip Code)
 Registrants telephone number, including area code:
1-800-228-4728
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which registeredCommon Stock, $0.001 per share par value
    
    The NASDAQ Global Market
 Securities registered pursuant to Section 12(g) of the Act:
None
 o þ
 o þ
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  EXPLANATORY NOTEPART IIItem 9A. Controls and ProceduresPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESEXHIBIT INDEXEXHIBIT 31.1EXHIBIT 31.2    Table of Contents  
 EXPLANATORY NOTE
   31.1
    
    Certification required by Rule 13a-14(a) or Rule 15d-14(a)31.2
    
    Certification required by Rule 13a-14(a) or Rule 15d-14(a)
 2




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##### Table of Contents



PART II
 
 Item 9A. Controls and Procedures
 Disclosure Controls and Procedures
   Changes in Internal Control Over Financial Reporting
  Exemption from Managements Report on Internal Control Over Financial Reporting for 2006
  3




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##### Table of Contents



PART IV
 
 Item 15.
Exhibits and Financial Statement Schedules
  (1)
    
    The financial statements required by Item 15(a) are filed
in Item 8 of our Annual Report on Form 10-K, as originally
filed with the SEC on March 23, 2007 (File No. 000-52045).(2)
    
    Schedules required by Item 15(a) are omitted because they
are not required, are not applicable or the information is
included in the consolidated financial statements or notes
thereto.
  ExhibitNumber
    
    Description2.1
    
    Asset Purchase Agreement, by and among Jomed Inc., Jomed N.V.,
Jomed GmbH, Jomed Benelux S.A. and the Registrant, dated July
10, 2003 (filed as Exhibit 2.1 to the Registrants
Registration Statement on Form S-1, as amended (File No.
333-132678), as originally filed on March 24, 2006, and
incorporated herein by reference).2.2
    
    Asset Transfer Agreement, by and between Pacific Rim Medical
Ventures Corp. and Koninklijke Philips Electronics N.V., dated
July 3, 2003 (filed as Exhibit 2.2 to the Registrants
Registration Statement on Form S-1, as amended (File No.
333-132678), as originally filed on March 24, 2006, and
incorporated herein by reference).3.1
    
    Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.1 to the Registrants Quarterly
Report on Form 10-Q (File No. 000-52045), as originally filed
on August 9, 2006, and incorporated herein by reference).3.2
    
    Bylaws of the Registrant (filed as Exhibit 3.3 to the
Registrants Quarterly Report on Form 10-Q (File No.
000-52045), as originally filed on August 9, 2006, and
incorporated herein by reference).3.3
    
    Certificate of Designation of Series A Junior Participating
Preferred Stock (filed as Exhibit 3.2 to the Registrants
Quarterly Report on Form 10-Q (File No. 000-52045), as
originally filed on August 9, 2006, and incorporated herein by
reference).4.1
    
    Reference is made to Exhibits 3.1, 3.2 and 3.3.4.2
    
    Specimen Common Stock certificate of the Registrant (filed as
Exhibit 4.1 to the Registrants Registration Statement on Form
S-1/A, as amended (File No. 333-132678), as originally filed
on May 24, 2006, and incorporated herein by reference).4.3
    
    Amended and Restated Investor Rights Agreement, by and among
the Registrant and certain stockholders, dated February 18,
2005 (filed as Exhibit 4.2 to the Registrants Registration
Statement on Form S-1, as amended (File No. 333-132678), as
originally filed on March 24, 2006, and incorporated herein by
reference).4.4
    
    Warrant to purchase shares of Series B Preferred Stock, issued
by the Registrant to Venture Lending & Leasing IV, LLC, dated
September 30, 2004 (filed as Exhibit 4.4 to the Registrants
Registration Statement on Form S-1, as amended (File No.
333-132678), as originally filed on March 24, 2006, and
incorporated herein by reference).4.5
    
    Warrant to purchase shares of common stock, issued by the
Registrant to Silicon Valley Bank, dated July 18, 2003 (filed
as Exhibit 4.8 to the Registrants Registration Statement on
Form S-1, as amended (File No. 333-132678), as originally
filed on March 24, 2006, and incorporated herein by
reference).4.6
    
    Warrant to purchase shares of Series B Preferred Stock, issued
by the Registrant to Silicon Valley Bank, dated July 18, 2004
(filed as Exhibit 4.9 to the Registrants Registration
Statement on Form S-1, as amended (File No. 333-132678), as
originally filed on March 24, 2006, and incorporated herein by
reference).4.7
    
    Rights Agreement, by and between the Registrant and American
Stock Transfer & Trust Company, dated June 20, 2006 (filed as
Exhibit 4.1 to the Registrants Quarterly Report on Form 10-Q
(File No. 000-52045), as originally filed
 4




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##### Table of Contents



ExhibitNumber
    
    Descriptionon August 9, 2006,
and incorporated herein by reference).10.1
    
    Form of Indemnification Agreement for directors, chief
executive officer and chief financial officer (filed as
Exhibit 10.1 to the Registrants Registration Statement on
Form S-1, as amended (File No. 333-132678), as originally
filed on March 24, 2006, and incorporated herein by
reference).10.2*
    
    2000 Long Term Incentive Plan and forms of Stock Option
Agreements thereunder (filed as Exhibit 10.2 to the
Registrants Registration Statement on Form S-1/A, as amended
(File No. 333-132678), as originally filed on May 5, 2006, and
incorporated herein by reference).10.3*
    
    2005 Equity Compensation Plan and forms of Stock Option
Agreements and Stock Grant Agreement thereunder (filed as
Exhibit 10.3 to the Registrants Registration Statement on
Form S-1/A, as amended (File No. 333-132678), as originally
filed on May 5, 2006, and incorporated herein by reference).10.3a*
    
    2005 Equity Compensation Plan Form of Grantee Restriction
Agreement (filed as Exhibit 10.3a to the Registrants Annual
Report on Form 10-K, as originally filed on March 23, 2007
(File No. 000-52045), and incorporated herein by reference).10.4
    
    License Agreement by and between the Registrant and The
Cleveland Clinic Foundation, dated April 30, 2002 (filed as
Exhibit 10.15 to the Registrants Registration Statement on
Form S-1, as amended (File No. 333-132678), as originally
filed on March 24, 2006, and incorporated herein by
reference).10.5*
    
    Employment Agreement by and between the Registrant and R.
Scott Huennekens, dated February 1, 2006 (filed as Exhibit
10.16 to the Registrants Registration Statement on Form S-1,
as amended (File No. 333-132678), as originally filed on March
24, 2006, and incorporated herein by reference).10.6*
    
    Employment Agreement by and between the Registrant and John T.
Dahldorf, dated February 1, 2006 (filed as Exhibit 10.17 to
the Registrants Registration Statement on Form S-1, as
amended (File No. 333-132678), as originally filed on March
24, 2006, and incorporated herein by reference).10.7
    
    Standard Multi-Tenant Office LeaseGross, as amended, by and
between Ethan Conrad and the Registrant, dated June 13, 2005
(filed as Exhibit 10.18 to the Registrants Registration
Statement on Form S-1, as amended (File No. 333-132678), as
originally filed on March 24, 2006, and incorporated herein by
reference).10.8
    
    Net Lease Agreement, as amended, by
and between Panattoni-Catlin Venture XXVI and Endosonics Corporation, dated January 10, 1996 (filed as
Exhibit 10.19 to the Registrants Registration Statement on
Form S-1, as amended (File No. 333-132678), as originally
filed on March 24, 2006, and incorporated herein by
reference).10.9
    
    Standard Industrial/ Commercial Multi-Tenant Lease, as
amended, by and between 1325 J Street L.P. and Jomed
Incorporated, dated January 16, 2001 (filed as Exhibit 10.20
to the Registrants Registration Statement on Form S-1/A, as
amended (File No. 333-132678), as originally filed on May 5,
2006, and incorporated herein by reference).10.10
    
    Supply Agreement by and between the Registrant and AVE Galway
Limited, dated July 21, 2003 (filed as Exhibit 10.21 to the
Registrants Registration Statement on Form S-1, as amended
(File No. 333-132678), as originally filed on March 24, 2006,
and incorporated herein by reference).10.11
    
    License Agreement by and between the Registrant and AVE Galway
Limited, dated July 21, 2003 (filed as Exhibit 10.22 to the
Registrants Registration Statement on Form S-1, as amended
(File No. 333-132678), as originally filed on March 24, 2006,
and incorporated herein by reference).10.12
    
    International Distributor Agreement by and between
Cardiometrics, Inc., Goodman Company, Ltd. and Kaneko
Enterprises, Inc., dated September 17, 1994 (filed as
Exhibit 10.26 to the Registrants Registration Statement on
Form S-1, as amended (File No. 333-132678), as originally
filed on March 24, 2006, and incorporated herein by
reference).10.13
    
    Exclusive Distribution Agreement, as amended, by and between Goodman
Company, Ltd. and the Registrant, dated September 27, 2004
(filed as Exhibit 10.27 to the Registrants Registration
Statement on Form S-1, as amended (File No. 333-132678), as
originally filed on March 24, 2006, and incorporated herein by
reference).
 5




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##### Table of Contents



ExhibitNumber
    
    Description10.14
    
    Supply and Distribution Agreement between General Electric
Medical Systems Scs and the Registrant, dated March 16, 2006
(filed as Exhibit 10.28 to the Registrants Registration
Statement on Form S-1, as amended (File No. 333-132678), as
originally filed on March 24, 2006, and incorporated herein by
reference).10.15
    
    Amended and Restated Japanese Distribution Agreement by and
among the Registrant, Volcano Japan Co., Ltd. and Fukuda
Denshi Co., Ltd., dated March 17, 2006 (filed as Exhibit 10.29
to the Registrants Registration Statement on Form S-1, as
amended (File No. 333-132678), as originally filed on March
24, 2006, and incorporated herein by reference).10.16*
    
    Managing Director Agreement by and between Volcano Europe NV
and Mr. Michel Lussier, dated March 20, 2006 (filed as Exhibit
10.30 to the Registrants Registration Statement on Form S-1,
as amended (File No. 333-132678), as originally filed on March
24, 2006, and incorporated herein by reference).10.17
    
    Termination of Option to Distribute Agreement by and between
Medtronic Vascular, Inc. and the Registrant, dated January 27,
2006 (filed as Exhibit 10.31 to the Registrants Registration
Statement on Form S-1/A, as amended (File No. 333-132678), as
originally filed on May 24, 2006, and incorporated herein by
reference).10.18
    
    Software Development and License Agreement by and between
Paieon, Inc. and the Registrant dated May 10, 2006 (filed as
Exhibit 10.32 to the Registrants Registration Statement on
Form S-1/A, as amended (File No. 333-132678), as originally
filed on May 24, 2006, and incorporated herein by reference).10.19*
    
    Director Compensation Policy (filed as Exhibit 10.33 to the
Registrants Registration Statement on Form S-1/A, as amended
(File No. 333-132678), as originally filed on June 12, 2006,
and incorporated herein by reference).21.1
    
    Subsidiaries of the Registrant (filed as Exhibit 21.1 to the
Registrants Annual Report on Form 10-K, as originally filed
on March 23, 2007 (File No. 000-52045), and incorporated
herein by reference).23.1
    
    Consent of Independent Registered Public Accounting Firm
(filed as Exhibit 23.1 to the Registrants Annual Report on
Form 10-K, as originally filed on March 23, 2007 (File No.
000-52045), and incorporated herein by reference).24.1
    
    Power of Attorney (filed on page 103 to the Registrants
Annual Report on Form 10-K, as originally filed on March 23,
2007 (File No. 000-52045), and incorporated herein by
reference).31.1
    
    Certification of the President & Chief Executive Officer
pursuant to Rule 13a-14(a)/15d-14(a) of the Securities
Exchange Act of 1934.31.2
    
    Certification of the Chief Financial Officer pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.32.1
    
    Certification of the President & Chief Executive Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (filed as
Exhibit 32.1 to the Registrants Annual Report on Form 10-K,
as originally filed on March 23, 2007 (File No. 000-52045),
and incorporated herein by reference).32.2
    
    Certification of the Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed as Exhibit 32.2 to the
Registrants Annual Report on Form 10-K, as originally filed
on March 23, 2007 (File No. 000-52045), and incorporated
herein by reference).
 *
    
    Management contract or compensatory plan or arrangement
    
    Portions of the exhibit have been omitted pursuant to a request for
confidential treatment. The confidential portions have been filed
with the SEC.
 6




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##### Table of Contents



SIGNATURES
 th
 Volcano CorporationBy:
    /s/ John T. DahldorfJohn T. DahldorfChief Financial Officer  Signature
    
    Title
    
    Date/s/ R. Scott Huennekens

R. Scott Huennekens
    
    President, Chief
Executive Officer and
Director (Principal
Executive Officer)
    
    October 17, 2007/s/ John T. Dahldorf

John T. Dahldorf
    
    Chief Financial
Officer (Principal
Accounting and
Financial Officer)
    
    October 17, 2007*

Olav B. Bergheim
    
    Director
    
    October 17, 2007*

James C. Blair, Ph.D.
    
    Director
    
    October 17, 2007/s/ Connie R. Curran
Connie R. Curran, R.N., Ed.D
    
    Director
    
    October 17, 2007/s/ Kieran T. Gallahue
Kieran T. Gallahue
    
    Director
    
    October 17, 2007*

Lesley H. Howe
    
    Director
    
    October 17, 2007*

Ronald A. Matricaria
    
    Director
    
    October 17, 2007John Onopchenko
    
    Director
 *By:
    
    /s/ John T. DahldorfJohn T. DahldorfAttorney-in-Fact
 7




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description2.1
    
    Asset Purchase Agreement, by and among Jomed Inc., Jomed N.V.,
Jomed GmbH, Jomed Benelux S.A. and the Registrant, dated July
10, 2003 (filed as Exhibit 2.1 to the Registrants
Registration Statement on Form S-1, as amended (File No.
333-132678), as originally filed on March 24, 2006, and
incorporated herein by reference).2.2
    
    Asset Transfer Agreement, by and between Pacific Rim Medical
Ventures Corp. and Koninklijke Philips Electronics N.V., dated
July 3, 2003 (filed as Exhibit 2.2 to the Registrants
Registration Statement on Form S-1, as amended (File No.
333-132678), as originally filed on March 24, 2006, and
incorporated herein by reference).3.1
    
    Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.1 to the Registrants Quarterly
Report on Form 10-Q (File No. 000-52045), as originally filed
on August 9, 2006, and incorporated herein by reference).3.2
    
    Bylaws of the Registrant (filed as Exhibit 3.3 to the
Registrants Quarterly Report on Form 10-Q (File No.
000-52045), as originally filed on August 9, 2006, and
incorporated herein by reference).3.3
    
    Certificate of Designation of Series A Junior Participating
Preferred Stock (filed as Exhibit 3.2 to the Registrants
Quarterly Report on Form 10-Q (File No. 000-52045), as
originally filed on August 9, 2006, and incorporated herein by
reference).4.1
    
    Reference is made to Exhibits 3.1, 3.2 and 3.3.4.2
    
    Specimen Common Stock certificate of the Registrant (filed as
Exhibit 4.1 to the Registrants Registration Statement on Form
S-1/A, as amended (File No. 333-132678), as originally filed
on May 24, 2006, and incorporated herein by reference).4.3
    
    Amended and Restated Investor Rights Agreement, by and among
the Registrant and certain stockholders, dated February 18,
2005 (filed as Exhibit 4.2 to the Registrants Registration
Statement on Form S-1, as amended (File No. 333-132678), as
originally filed on March 24, 2006, and incorporated herein by
reference).4.4
    
    Warrant to purchase shares of Series B Preferred Stock, issued
by the Registrant to Venture Lending & Leasing IV, LLC, dated
September 30, 2004 (filed as Exhibit 4.4 to the Registrants
Registration Statement on Form S-1, as amended (File No.
333-132678), as originally filed on March 24, 2006, and
incorporated herein by reference).4.5
    
    Warrant to purchase shares of common stock, issued by the
Registrant to Silicon Valley Bank, dated July 18, 2003 (filed
as Exhibit 4.8 to the Registrants Registration Statement on
Form S-1, as amended (File No. 333-132678), as originally
filed on March 24, 2006, and incorporated herein by
reference).4.6
    
    Warrant to purchase shares of Series B Preferred Stock, issued
by the Registrant to Silicon Valley Bank, dated July 18, 2004
(filed as Exhibit 4.9 to the Registrants Registration
Statement on Form S-1, as amended (File No. 333-132678), as
originally filed on March 24, 2006, and incorporated herein by
reference).4.7
    
    Rights Agreement, by and between the Registrant and American
Stock Transfer & Trust Company, dated June 20, 2006 (filed as
Exhibit 4.1 to the Registrants Quarterly Report on Form 10-Q
(File No. 000-52045), as originally filed on August 9, 2006,
and incorporated herein by reference).10.1
    
    Form of Indemnification Agreement for directors, chief
executive officer and chief financial officer (filed as
Exhibit 10.1 to the Registrants Registration Statement on
Form S-1, as amended (File No. 333-132678), as originally
filed on March 24, 2006, and incorporated herein by
reference).10.2*
    
    2000 Long Term Incentive Plan and forms of Stock Option
Agreements thereunder (filed as Exhibit 10.2 to the
Registrants Registration Statement on Form S-1/A, as amended
(File No. 333-132678), as originally filed on May 5, 2006, and
incorporated herein by reference).10.3*
    
    2005 Equity Compensation Plan and forms of Stock Option
Agreements and Stock Grant Agreement thereunder (filed as
Exhibit 10.3 to the Registrants Registration Statement on
Form S-1/A, as amended (File No. 333-132678),
 8




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##### Table of Contents



ExhibitNumber
    
    Descriptionas originally filed on May 5, 2006, and incorporated herein by reference).10.3a*
    
    2005 Equity Compensation Plan Form of Grantee Restriction
Agreement (filed as Exhibit 10.3a to the Registrants Annual
Report on Form 10-K, as originally filed on March 23, 2007
(File No. 000-52045), and incorporated herein by reference).10.4
    
    License Agreement by and between the Registrant and The
Cleveland Clinic Foundation, dated April 30, 2002 (filed as
Exhibit 10.15 to the Registrants Registration Statement on
Form S-1, as amended (File No. 333-132678), as originally
filed on March 24, 2006, and incorporated herein by
reference).10.5*
    
    Employment Agreement by and between the Registrant and R.
Scott Huennekens, dated February 1, 2006 (filed as Exhibit
10.16 to the Registrants Registration Statement on Form S-1,
as amended (File No. 333-132678), as originally filed on March
24, 2006, and incorporated herein by reference).10.6*
    
    Employment Agreement by and between the Registrant and John T.
Dahldorf, dated February 1, 2006 (filed as Exhibit 10.17 to
the Registrants Registration Statement on Form S-1, as
amended (File No. 333-132678), as originally filed on March
24, 2006, and incorporated herein by reference).10.7
    
    Standard Multi-Tenant Office LeaseGross, as amended, by and
between Ethan Conrad and the Registrant, dated June 13, 2005
(filed as Exhibit 10.18 to the Registrants Registration
Statement on Form S-1, as amended (File No. 333-132678), as
originally filed on March 24, 2006, and incorporated herein by
reference).10.8
    
    Net Lease Agreement, as amended, by
and between Panattoni-Catlin Venture XXVI and Endosonics Corporation, dated January 10, 1996 (filed as
Exhibit 10.19 to the Registrants Registration Statement on
Form S-1, as amended (File No. 333-132678), as originally
filed on March 24, 2006, and incorporated herein by
reference).10.9
    
    Standard Industrial/ Commercial Multi-Tenant Lease, as
amended, by and between 1325 J Street L.P. and Jomed
Incorporated, dated January 16, 2001 (filed as Exhibit 10.20
to the Registrants Registration Statement on Form S-1/A, as
amended (File No. 333-132678), as originally filed on May 5,
2006, and incorporated herein by reference).10.10
    
    Supply Agreement by and between the Registrant and AVE Galway
Limited, dated July 21, 2003 (filed as Exhibit 10.21 to the
Registrants Registration Statement on Form S-1, as amended
(File No. 333-132678), as originally filed on March 24, 2006,
and incorporated herein by reference).10.11
    
    License Agreement by and between the Registrant and AVE Galway
Limited, dated July 21, 2003 (filed as Exhibit 10.22 to the
Registrants Registration Statement on Form S-1, as amended
(File No. 333-132678), as originally filed on March 24, 2006,
and incorporated herein by reference).10.12
    
    International Distributor Agreement by and between
Cardiometrics, Inc., Goodman Company, Ltd. and Kaneko
Enterprises, Inc., dated September 17, 1994 (filed as
Exhibit 10.26 to the Registrants Registration Statement on
Form S-1, as amended (File No. 333-132678), as originally
filed on March 24, 2006, and incorporated herein by
reference).10.13
    
    Exclusive Distribution Agreement, as amended, by and between Goodman
Company, Ltd. and the Registrant, dated September 27, 2004
(filed as Exhibit 10.27 to the Registrants Registration
Statement on Form S-1, as amended (File No. 333-132678), as
originally filed on March 24, 2006, and incorporated herein by
reference).10.14
    
    Supply and Distribution Agreement between General Electric
Medical Systems Scs and the Registrant, dated March 16, 2006
(filed as Exhibit 10.28 to the Registrants Registration
Statement on Form S-1, as amended (File No. 333-132678), as
originally filed on March 24, 2006, and incorporated herein by
reference).10.15
    
    Amended and Restated Japanese Distribution Agreement by and
among the Registrant, Volcano Japan Co., Ltd. and Fukuda
Denshi Co., Ltd., dated March 17, 2006 (filed as Exhibit 10.29
to the Registrants Registration Statement on Form S-1, as
amended (File No. 333-132678), as originally filed on March
24, 2006, and incorporated herein by reference).10.16*
    
    Managing Director Agreement by and between Volcano Europe NV
and Mr. Michel Lussier, dated March 20, 2006 (filed as Exhibit
10.30 to the Registrants Registration Statement on Form S-1,
as amended (File No. 333-132678), as originally filed on March
24, 2006, and incorporated herein by reference).
 9




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##### Table of Contents



ExhibitNumber
    
    Description10.17
    
    Termination of Option to Distribute Agreement by and between
Medtronic Vascular, Inc. and the Registrant, dated January 27,
2006 (filed as Exhibit 10.31 to the Registrants Registration
Statement on Form S-1/A, as amended (File No. 333-132678), as
originally filed on May 24, 2006, and incorporated herein by
reference).10.18
    
    Software Development and License Agreement by and between
Paieon, Inc. and the Registrant dated May 10, 2006 (filed as
Exhibit 10.32 to the Registrants Registration Statement on
Form S-1/A, as amended (File No. 333-132678), as originally
filed on May 24, 2006, and incorporated herein by reference).10.19*
    
    Director Compensation Policy (filed as Exhibit 10.33 to the
Registrants Registration Statement on Form S-1/A, as amended
(File No. 333-132678), as originally filed on June 12, 2006,
and incorporated herein by reference).21.1
    
    Subsidiaries of the Registrant (filed as Exhibit 21.1 to the
Registrants Annual Report on Form 10-K, as originally filed
on March 23, 2007 (File No. 000-52045), and incorporated
herein by reference).23.1
    
    Consent of Independent Registered Public Accounting Firm
(filed as Exhibit 23.1 to the Registrants Annual Report on
Form 10-K, as originally filed on March 23, 2007 (File No.
000-52045), and incorporated herein by reference).24.1
    
    Power of Attorney (filed on page 103 to the Registrants
Annual Report on Form 10-K, as originally filed on March 23,
2007 (File No. 000-52045), and incorporated herein by
reference).31.1
    
    Certification of the President & Chief Executive Officer
pursuant to Rule 13a-14(a)/15d-14(a) of the Securities
Exchange Act of 1934.31.2
    
    Certification of the Chief Financial Officer pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.32.1
    
    Certification of the President & Chief Executive Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (filed as
Exhibit 32.1 to the Registrants Annual Report on Form 10-K,
as originally filed on March 23, 2007 (File No. 000-52045),
and incorporated herein by reference).32.2
    
    Certification of the Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed as Exhibit 32.2 to the
Registrants Annual Report on Form 10-K, as originally filed
on March 23, 2007 (File No. 000-52045), and incorporated
herein by reference).
 *
    
    Management contract or compensatory plan or arrangement
    
    Portions of the exhibit have been omitted pursuant to a request for
confidential treatment. The confidential portions have been filed
with the SEC.
 10