SCHEDULE 3.1(G), THERE ARE NO OUTSTANDING OPTIONS, WARRANTS, SCRIP RIGHTS TO
SUBSCRIBE TO, CALLS OR COMMITMENTS OF ANY CHARACTER WHATSOEVER RELATING TO, OR
SECURITIES, RIGHTS OR OBLIGATIONS CONVERTIBLE INTO OR EXERCISABLE OR
EXCHANGEABLE FOR, OR GIVING ANY PERSON ANY RIGHT TO SUBSCRIBE FOR OR ACQUIRE,
ANY SHARES OF COMMON STOCK OR COMMON STOCK EQUIVALENTS, OR CONTRACTS,
COMMITMENTS, UNDERSTANDINGS OR ARRANGEMENTS BY WHICH THE COMPANY OR ANY
SUBSIDIARY IS OR MAY BECOME BOUND TO ISSUE ADDITIONAL SHARES OF COMMON STOCK OR
COMMON STOCK EQUIVALENTS.
THE ISSUANCE AND SALE OF THE SHARES WILL NOT OBLIGATE
THE COMPANY TO ISSUE SHARES OF COMMON STOCK OR OTHER SECURITIES TO ANY PERSON
AND WILL NOT RESULT IN A RIGHT OF ANY HOLDER OF COMPANY SECURITIES TO ADJUST THE
EXERCISE, CONVERSION, EXCHANGE OR RESET PRICE UNDER ANY OF SUCH SECURITIES.
ALL
OF THE OUTSTANDING SHARES OF CAPITAL STOCK OF THE COMPANY ARE VALIDLY ISSUED,
FULLY PAID AND NONASSESSABLE, HAVE BEEN ISSUED IN COMPLIANCE WITH ALL FEDERAL
AND STATE SECURITIES LAWS, AND NONE OF SUCH OUTSTANDING SHARES WAS ISSUED IN
VIOLATION OF ANY PREEMPTIVE RIGHTS OR SIMILAR RIGHTS TO SUBSCRIBE FOR OR
PURCHASE SECURITIES.
NO FURTHER APPROVAL OR AUTHORIZATION OF ANY STOCKHOLDER,
THE BOARD OF DIRECTORS OR OTHERS IS REQUIRED FOR THE ISSUANCE AND SALE OF THE
SHARES.
THERE ARE NO STOCKHOLDERS AGREEMENTS, VOTING AGREEMENTS, REGISTRATION
RIGHTS AGREEMENTS OR OTHER SIMILAR AGREEMENTS WITH RESPECT TO THE COMPANY'S
CAPITAL STOCK TO WHICH THE COMPANY IS A PARTY OR, TO THE KNOWLEDGE OF THE
COMPANY, BETWEEN OR AMONG ANY OF THE COMPANY'S STOCKHOLDERS.
(H)
SEC REPORTS; FINANCIAL STATEMENTS.
THE COMPANY HAS FILED OR
FURNISHED ALL REPORTS, SCHEDULES, FORMS, STATEMENTS AND OTHER DOCUMENTS REQUIRED
TO BE FILED OR FURNISHED BY THE COMPANY UNDER THE SECURITIES ACT AND THE
EXCHANGE ACT, INCLUDING PURSUANT TO SECTION 13(A) OR 15(D) THEREOF, FOR THE TWO
YEARS PRECEDING THE DATE HEREOF (THE FOREGOING MATERIALS, INCLUDING THE EXHIBITS
THERETO AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN, TOGETHER WITH THE
PROSPECTUS AND THE PROSPECTUS SUPPLEMENT, BEING COLLECTIVELY REFERRED TO HEREIN
AS THE "SEC REPORTS") ON A TIMELY BASIS.
AS OF THEIR RESPECTIVE DATES, THE SEC
REPORTS COMPLIED IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE
SECURITIES ACT AND THE EXCHANGE ACT, AS APPLICABLE, AND NONE OF THE SEC REPORTS,
WHEN FILED OR FURNISHED, CONTAINED ANY UNTRUE STATEMENT OF A MATERIAL FACT OR
OMITTED TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN
ORDER TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE, NOT MISLEADING.
THERE ARE NO OUTSTANDING COMMENTS FROM
THE COMMISSION WITH RESPECT TO ANY SEC REPORT.
THE COMPANY DOES NOT HAVE
PENDING BEFORE THE COMMISSION ANY REQUEST FOR CONFIDENTIAL TREATMENT OF
INFORMATION.
THE FINANCIAL STATEMENTS OF THE COMPANY INCLUDED IN THE SEC
REPORTS COMPLY IN ALL MATERIAL RESPECTS WITH APPLICABLE ACCOUNTING REQUIREMENTS
AND THE RULES AND REGULATIONS OF THE COMMISSION WITH RESPECT THERETO AS IN
EFFECT AT THE TIME OF FILING.
SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN
9
ACCORDANCE WITH UNITED STATES