OF THE OUTSTANDING SHARES OF COMPANY STOCK ARE OWNED BY THE
STOCKHOLDERS AND ARE DULY AUTHORIZED, VALIDLY ISSUED, FULLY PAID AND
NON-ASSESSABLE.
EXCEPT AS SET FORTH IN SCHEDULE 4.3(A)-1, OTHER THAN THIS
AGREEMENT, THERE ARE NO CONTRACTS RELATING TO THE ISSUANCE, SALE OR TRANSFER OF
ANY SHARES OF CAPITAL STOCK OR OTHER SECURITIES OF THE COMPANY.
OTHER THAN THIS
AGREEMENT, THERE ARE NO OUTSTANDING SUBSCRIPTIONS, CALLS, COMMITMENTS, WARRANTS
OR OPTIONS FOR THE PURCHASE OF SHARES OF ANY CAPITAL STOCK OR OTHER SECURITIES
OF THE COMPANY OR ANY SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE FOR SHARES OF
CAPITAL STOCK OR OTHER SECURITIES ISSUED BY THE COMPANY, OR ANY OTHER
COMMITMENTS OF ANY KIND FOR THE ISSUANCE OF ADDITIONAL SHARES OF CAPITAL STOCK
OR OTHER SECURITIES ISSUED BY THE COMPANY.
THERE ARE NO OUTSTANDING OR
AUTHORIZED STOCK APPRECIATION, PHANTOM STOCK, PROFIT PARTICIPATION, OR SIMILAR
RIGHTS WITH RESPECT TO THE COMPANY.
SCHEDULE 4.3(A)-2 SETS FORTH A TRUE AND
COMPLETE LIST OF THE STOCKHOLDERS AND THEIR RESPECTIVE OWNERSHIP OF THE ISSUED
AND OUTSTANDING SHARES OF COMMON STOCK, NO PAR VALUE, OF THE COMPANY (THE
"COMPANY STOCK").
ALL OF THE OUTSTANDING SHARES OF CAPITAL STOCK OF THE COMPANY
HAVE BEEN OFFERED, ISSUED AND SOLD BY THE COMPANY IN COMPLIANCE WITH APPLICABLE
FEDERAL AND STATE SECURITIES LAWS.
(B)
NO SUBSIDIARIES.
THE COMPANY DOES NOT OWN
OR HAVE ANY DIRECT OR INDIRECT STOCK OR OTHER EQUITY OR OWNERSHIP INTEREST
(WHETHER CONTROLLING OR NOT), OR ANY CONTRACT TO ACQUIRE ANY SUCH INTEREST, IN
ANY CORPORATION, ASSOCIATION, PARTNERSHIP, JOINT VENTURE OR OTHER ENTITY.
4.4
Financial Statements.
The Company has
delivered to DTS:
(A)
UNAUDITED BALANCE SHEETS OF THE COMPANY AS
OF EACH OF DECEMBER 31, 2003 AND MARCH 31, JUNE 30 AND SEPTEMBER 30, 2004 AND
THE RESPECTIVE RELATED UNAUDITED STATEMENTS OF INCOME FOR EACH OF THE
THREE-MONTH PERIODS THEN ENDED; AND
(B)
AN UNAUDITED BALANCE SHEET OF THE COMPANY AS
OF NOVEMBER 30, 2004 (THE "BALANCE SHEET"), AND THE RELATED UNAUDITED STATEMENT
OF INCOME FOR THE ELEVEN (11) MONTH PERIOD THEN ENDED (COLLECTIVELY, WITH THE
MATERIALS DESCRIBED IN CLAUSE (A), THE "FINANCIAL STATEMENTS").
THE FINANCIAL
STATEMENTS FAIRLY AND ACCURATELY PRESENT THE FINANCIAL CONDITION AND THE RESULTS
OF OPERATIONS, INCOME, EXPENSES, ASSETS AND LIABILITIES OF THE COMPANY IN ALL
MATERIAL RESPECTS AS OF THE RESPECTIVE DATES OF, AND FOR THE PERIODS REFERRED TO
IN, THE FINANCIAL STATEMENTS, ALL IN ACCORDANCE WITH GAAP CONSISTENT WITH THE
PAST PRACTICES OF THE COMPANY, SUBJECT TO MATTERS SET FORTH IN THE NOTES THERETO
AND IN THE CASE OF INTERIM STATEMENTS TO NORMAL YEAR-END ADJUSTMENTS, WHICH
ADJUSTMENTS, INDIVIDUALLY OR IN THE AGGREGATE, ARE NOT MATERIAL.
NO FINANCIAL
STATEMENTS OF ANY PERSON OTHER THAN THE COMPANY ARE REQUIRED BY GAAP TO BE
INCLUDED IN THE FINANCIAL STATEMENTS.
4.5
Books and Records.
The books of account,
minute books, stock record books, and other records of the Company, all of which
have been made available to DTS, are complete and correct in all material
respects, and, with respect to the books of account, fairly and accurately
reflect the