UNDER WHICH THEY
WERE MADE, NOT MISLEADING.
THE DOCUMENTS INCORPORATED BY REFERENCE IN THE
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT DID NOT, AND ANY FURTHER DOCUMENTS FILED
AND INCORPORATED BY REFERENCE THEREIN WILL NOT, WHEN FILED WITH THE COMMISSION,
CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT
REQUIRED TO BE STATED IN SUCH DOCUMENT OR NECESSARY TO MAKE THE STATEMENTS IN
SUCH DOCUMENT, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING.
THE FOREGOING SHALL NOT APPLY TO STATEMENTS IN, OR OMISSIONS FROM,
ANY SUCH DOCUMENT MADE IN RELIANCE UPON, AND IN CONFORMITY WITH, INFORMATION
FURNISHED TO THE COMPANY BY WM SMITH SPECIFICALLY FOR USE IN THE PREPARATION
THEREOF.
"POINT OF SALE" MEANS, FOR A PLACEMENT, THE TIME AT WHICH AN ACQUIROR
OF PLACEMENT SHARES ENTERED INTO A CONTRACT, BINDING UPON SUCH ACQUIROR, TO
ACQUIRE SUCH SHARES.
(C)
CONFORMITY WITH SECURITIES ACT AND EXCHANGE ACT.
THE DOCUMENTS
INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT, THE PROSPECTUS OR ANY
AMENDMENT OR SUPPLEMENT THERETO, WHEN SUCH DOCUMENTS WERE OR ARE FILED WITH THE
COMMISSION UNDER THE SECURITIES ACT OR THE EXCHANGE ACT OR BECAME OR BECOME
EFFECTIVE UNDER THE SECURITIES ACT, AS THE CASE MAY BE, CONFORMED OR WILL
CONFORM IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE SECURITIES ACT AND
THE EXCHANGE ACT, AS APPLICABLE.
(D)
FINANCIAL INFORMATION.
THE CONSOLIDATED FINANCIAL STATEMENTS AND THE
RELATED NOTES THERETO INCLUDED OR INCORPORATED BY REFERENCE IN THE REGISTRATION
STATEMENT AND THE PROSPECTUS COMPLY WITH THE APPLICABLE REQUIREMENTS OF THE ACT
AND THE EXCHANGE ACT, AS APPLICABLE, AND PRESENT FAIRLY, THE FINANCIAL POSITION
OF THE COMPANY AND ITS SUBSIDIARIES (AS DEFINED BELOW) AS OF THE DATES INDICATED
AND THE RESULTS OF THEIR OPERATIONS AND THE CHANGES IN THEIR CONSOLIDATED CASH
FLOWS FOR THE PERIODS SPECIFIED; SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN
CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES APPLIED ON A CONSISTENT
BASIS THROUGHOUT THE PERIODS COVERED THEREBY (EXCEPT (I) AS MAY BE OTHERWISE
INDICATED IN SUCH FINANCIAL STATEMENTS OR THE NOTES THERETO OR (II) IN THE CASE
OF UNAUDITED INTERIM FINANCIAL STATEMENTS, TO THE EXTENT THAT THEY MAY NOT
INCLUDE FOOTNOTES OR MAY BE CONDENSED OR SUMMARY STATEMENTS), AND THE OTHER
FINANCIAL INFORMATION INCLUDED OR INCORPORATED BY REFERENCE IN THE REGISTRATION
STATEMENT AND THE PROSPECTUS HAS BEEN DERIVED FROM THE ACCOUNTING RECORDS OF THE
COMPANY AND ITS SUBSIDIARIES AND PRESENTS FAIRLY THE INFORMATION SHOWN THEREBY.
ANY PRO FORMA FINANCIAL STATEMENTS OR DATA INCLUDED OR INCORPORATED BY REFERENCE
IN THE REGISTRATION STATEMENT
5
AND THE PROSPECTUS COMPLY WITH THE REQUIREMENTS OF REGULATION S-X OF THE
SECURITIES ACT, INCLUDING, WITHOUT LIMITATION, ARTICLE 11 THEREOF, AND THE
ASSUMPTIONS USED IN THE PREPARATION OF SUCH PRO FORMA FINANCIAL STATEMENTS AND
DATA ARE REASONABLE, THE PRO FORMA ADJUSTMENTS USED THEREIN ARE APPROPRIATE TO
GIVE EFFECT TO THE CIRCUMSTANCES REFERRED TO THEREIN AND THE PRO FORMA
ADJUSTMENTS HAVE BEEN PROPERLY APPLIED TO THE HISTORICAL AMOUNTS IN THE
COMPILATION OF THOSE STATEMENTS AND DATA.
NO OTHER FINANCIAL STATEMENTS OR
SCHEDULES