THE FOLLOWING ITEMS WERE THE SUBJECT OF A FORM 12B-25
AND ARE INCLUDED HEREIN: ITEMS 10, 11, 12, AND 13.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 30, 2002 Commission File Number: 0-18668
MAIN STREET AND MAIN INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 11-2948370
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5050 NORTH 40TH STREET 85018
SUITE 200, PHOENIX, ARIZONA (Zip Code)
(Address of principal executive offices)
(602) 852-9000
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]
At July 1, 2002, there were outstanding 14,129,928 shares of the registrant's
common stock, $.001 par value. The aggregate market value of common stock held
by nonaffiliates of the registrant (8,378,678 shares) based on the closing sale
price of the common stock as reported on the Nasdaq National Market on July 1,
2002, ($6.22 per share) was $52,115,377.16. For purposes of this computation,
all officers, directors, and 10% beneficial owners of the registrant are deemed
to be affiliates. Such determination should not be deemed an admission that such
officers, directors, or 10% beneficial owners are, in fact, affiliates of the
registrant.
Documents incorporated by reference: None
MAIN STREET AND MAIN INCORPORATED
FORM 10-K/A AMENDMENT NO. 1
FISCAL YEAR ENDED DECEMBER 30, 2002
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K of Main Street and Main
Incorporated (the "Company") amends the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2002, originally filed on March 31, 2003 (the
"Original Filing"). The Company is refiling a portion of Part III to include the
information required by Items 10, 11, 12 and 13 to Part III because the
Company's proxy statement will not be filed within 120 days of the end of the
Company's fiscal year ended December 31, 2002. In addition, in connection with
the filing of this Amendment and pursuant to the rules of the Securities and
Exchange Commission, the Company is including with this Amendment certain
currently dated certifications.
Except as described above, no other changes have been made to the Original
Filing. This Amendment continues to speak as of the date of the Original Filing,
and the registrant has not updated the disclosures contained therein to reflect
any events that occurred at a date subsequent to the filing of the Original
Filing. The filing of this Form 10-K/A is not a representation that any
statements contained in items of Form 10-K other than Part III Items 10, 11, 12,
and 13 are true or complete as of any date subsequent to the date of the
Original Filing.
TABLE OF CONTENTS
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT........... 1
ITEM 11. EXECUTIVE COMPENSATION....................................... 3
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS................. 12
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............... 13
SIGNATURES ............................................................ 14
CERTIFICATIONS ............................................................ 15
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information regarding each of the
directors and executive officers of our company:
NAME AGE POSITIONS AND OFFICES PRESENTLY HELD WITH THE COMPANY
---- --- -----------------------------------------------------
John F. Antioco(2)(3)....... 53 Chairman of the Board
Bart A. Brown, Jr........... 71 Chief Executive Officer and Director
William G. Shrader.......... 55 President, Chief Operating Officer, and Director
Michael Garnreiter.......... 51 Executive Vice President, Treasurer, and Chief
Financial Officer
Jeff Smit................... 44 Senior Vice President - Restaurant Operations
Michael J. Herron........... 62 General Counsel and Secretary
Matthew J. Wickesberg....... 28 Vice President - Financial Planning and Analysis
Stephanie Barbini........... 33 Vice President - Human Resources and Training
Jane Evans(1)(3)............ 58 Director
John C. Metz(1)(2).......... 63 Director
Debra Bloy.................. 48 Director
Wanda Williams(1)(2)(3)..... 56 Director
Kenda B. Gonzales(1)........ 45 Director
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Member of the Nominating Committee.
JOHN F. ANTIOCO has served as Chairman of the board of directors since
August 9, 1996, and as a director of our company since January 8, 1996. Mr.
Antioco has served as the Chairman of the Board and Chief Executive Officer of
Blockbuster Entertainment Inc. since July 1997. Mr. Antioco served as President
and Chief Executive Officer of Taco Bell Corp from October 1996 to July 1997; as
the Chairman of The Circle K Corporation from August 1995 until May 1996; and as
President and Chief Executive Officer of Circle K from July 1993 until May 1996.
Mr. Antioco joined Circle K as Chief Operating Officer in September 1991. Mr.
Antioco was Chief Operating Officer of Pearle Vision Centers, Inc. from June
1990 to August 1991. From 1970 to 1990, Mr. Antioco held various positions with
The Southland Corporation.
BART A. BROWN, JR. has served as the Chief Executive Officer and as a
director of our company since December 1996. Mr. Brown served as our President
from December of 1996 to June 2001. Mr. Brown was affiliated with Investcorp
International, N.A., an international investment banking firm, from April 1996
until December 1996. Mr. Brown served as the Chairman and Chief Executive
Officer of Color Tile, Inc. at the request of Investcorp International, Inc.,
which owned all of that company's common stock, from September 1995 until March
1996. In January 1996, Color Tile filed for reorganization under Chapter 11 of
the United States Bankruptcy Code. Mr. Brown served as Chairman of the Board of
The Circle K Corporation from June 1990, shortly after that company filed for
reorganization under Chapter 11 of the United States Bankruptcy Code, until
September 1995. From September 1994 until September 1996, Mr. Brown served as
the Chairman and Chief Executive Officer of Spreckels Industries, Inc. Mr. Brown
engaged in the private practice of law from 1963 through 1990 after seven years
of employment with the Internal Revenue Service.
WILLIAM G. (BILL) SHRADER has served as our President since June 2001 and
as our Chief Operating Officer and a director of our company since March 1999.
Mr. Shrader served as Executive Vice President of our company from March 1999
until June 2001. Prior to joining our Company, Mr. Shrader was Senior Vice
President of Marketing for Tosco Marketing Company, a refiner and marketer of
petroleum products, from February 1997 to March 1999. From August 1992 to
February 1997, Mr. Shrader served in several capacities at Circle K Stores,
Inc., including President of the Arizona Region, President of the Petroleum
Products/Services Division, Vice President of Gasoline Operations, and Vice
President of Gasoline Marketing. Mr. Shrader began his career in 1976 at The
Southland Corporation and departed in 1992 as National Director of Gasoline
Marketing.
1
MICHAEL GARNREITER has served as our Executive Vice President, Treasurer,
and Chief Financial Officer since April 2002. Prior to joining our company, Mr.
Garnreiter served as a general partner of the international ac-counting firm of
Arthur Andersen LLP. Mr. Garnreiter began his career in public accounting with
the Los Angeles office of Andersen in 1974 after graduating with a Bachelor of
Science degree in accounting from California State University at Long Beach. In
1986, he transferred to their Tucson, Arizona office to become its Office
Managing Partner. Mr. Garnreiter's career as an accounting and audit partner
spanned many different industries but focused on the entrepreneurial, public
company. Mr. Garnreiter is a Certified Public Accountant in California, New
Mexico and Arizona and retired from Andersen in March 2002.
JEFF SMIT has served as our Senior Vice President-Restaurant Operations
since June 2001. Mr. Smit served as our Vice President of Operations from
September 1998 to June 2001. Mr. Smit joined us in 1994 and has been a general
and regional manager. Prior to joining us, Mr. Smit worked for Carlson
Restaurants Worldwide as a general manager in its T.G.I. Friday's operation.
Prior to that, Mr. Smit worked in a variety of capacities in various
restaurants.
MICHAEL J. HERRON has served as our General Counsel since March 2001 and
has been our Secretary since June 2001. Prior to joining us, Mr. Herron was
actively engaged in the private practice of law in Miami Beach, Florida. During
that time he served as outside General Counsel for a restaurant franchisor known
as the Orange Bowl, a restaurant concept exclusively located in regional
shopping centers through the United States. He thereafter engaged in the private
practice of law in Aspen, Colorado, and from April 1990 to February 2001, Mr.
Herron was a member of the law firm of Garfield & Hecht, P.C. Mr. Herron is a
former President of the Miami Beach, Florida Bar Association and was a member of
the Florida Bar Association's standing Ethics Committee.
MATTHEW J. WICKESBERG has served as our Vice President of Financial
Planning and Analysis since June 2002. Mr. Wickesberg served as our Director of
Strategic Planning from May 2000 to June 2002. Prior to joining our company, Mr.
Wickesberg was a Senior Consultant with PricewaterhouseCoopers in Dallas, Texas.
As a member of the Financial Advisory Services group, he worked in the area of
corporate restructuring, bankruptcy, corporate finance and litigation support.
Mr. Wickesberg is a Chartered Financial Analyst and attended programs at the
London School of Economics, and received his Bachelors in Finance from Oklahoma
State University.
STEPHANIE BARBINI has served as our Vice President of Human Resources and
Training since September 2002. Prior to joining our company, from 1994 to
September 2002 Ms. Barbini held a variety of senior level HR positions with
Conoco / Phillips. During her eight year tenure, she provided strategic human
resource support to retail operations, corporate headquarters, petroleum
refining and distribution through 5 separate multi billion dollar acquisitions.
Ms. Barbini holds a BA in Psychology from Oklahoma University and a Master's in
Organizational Psychology from Columbia University.
JANE EVANS has served as a director of our company since March 1997. Ms.
Evans served as the Chief Executive Officer of Opnix, Inc. from May 2001 until
April 2003. Ms. Evans served as President and Chief Executive Officer of Smart
TV n/k/a Gamut Interactive, Inc. from April 1995 to May 2001. Ms. Evans served
as Vice President and General Manager of U.S. West Communications, Home and
Personal Services from February 1991 until March 1995; as President and Chief
Executive Officer of Interpacific Retail Group from March 1989 until January
1991; as a General Partner of Montgomery Securities from January 1987 until
February 1989; as President and Chief Executive Officer of Monet Jewelers from
May 1984 until December 1987; as Executive Vice President - Fashion Group of
General Mills, Inc. from October 1979 until April 1984; as Vice President -
Corporate Development of Fingerhut from November 1977 until September 1979; as
President of Butterick Fashions from May 1974 until October 1977; and as
President of the I. Miller Division of Genesco, Inc. from May 1970 until May
1973. Ms. Evans serves on the Boards of Directors of the Philip Morris
Companies, Inc., Georgia-Pacific Corp., Kaufman & Broad Home Corp., and
Petsmart, Inc.
JOHN C. METZ has served as a director of our company since April 1996. Mr.
Metz has served as Chairman and Chief Executive Officer of Metz Enterprises,
Inc., a contract food management and retail restaurant company, since 1987. Metz
Enterprises is a T.G.I. Friday's franchisee in the northeastern United States.
Mr. Metz previously served as President and Chief Executive Officer of Custom
Management Corporation, a contract food management corporation, from 1967 until
1987.
2
DEBRA BLOY has served as a director of our company since October 2000. Ms.
Bloy has over 24 years of experience as an owner and operator of several
fine-dining restaurant concepts. Ms. Bloy was the sole owner and operator of two
Bamboo Club restaurants located in Phoenix and Scottsdale, Arizona, until their
sale to our company in 2000.
WANDA WILLIAMS has served as a director of our company since July 2002. Ms.
Williams is retired and has over 30 years of experience in Human Resources in
public companies. Ms. Williams served as Vice President of Human Resources for
Tosco Corporation from 1996 to January 2002; as Vice President of Human
Resources for Circle K Corporation from 1992 to 1996; as Corporate Personnel
Manager/Regional Human Resources Operations Manager for Southland Corporation
from 1984 to 1992; and as Corporate Personnel Manager for Citgo Petroleum
Corporation from 1971 to 1984.
KENDA B. GONZALES has served as a director of our company since May 2003.
Ms. Gonzales has served as the Chief Financial Officer of Apollo Group, Inc.
since October 1998. Ms. Gonzalez served as Senior Executive Vice President and
Chief Financial Officer of UDC Homes, Inc. from July 1996 to August 1998, and
held the same position at Continental Homes Holding Corp. in July 1996, where
she was employed from May 1985. Prior to that Ms. Gonzalez was Certified Public
accountant with Peat, Marwick, Mitchell, and Company.
There are no family relationships among any of our directors and executive
officers.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act requires our directors,
officers, and persons that own more than 10% of a registered class of our equity
securities to file reports of ownership and changes in ownership with the SEC.
SEC regulations require directors, officers, and greater than 10% stockholders
to furnish us with copies of all Section 16(a) forms they file.
Based solely upon our review of the copies of such forms that we received
during fiscal 2002 and written representations that no other reports were
required, we believe that each person that at any time during the fiscal year
was a director, executive officer, or beneficial owner of 10% or more of our
common stock complied with all Section 16(a) filing requirements during such
fiscal year.
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Employees of our company do not receive additional compensation for serving
as members of our board of directors. We have an employment agreement with Bart
A. Brown, Jr., our Chief Executive Officer, and William G. Shrader, our
President and Chief Operating Officer, each of whom is a director of our
company. See "Executive Compensation - Employment Agreements."
During 2002, our non-employee directors received $15,000 in annual
compensation plus $1,000 for each board of directors meeting attended in person
and $500 for each telephonic board of directors meeting. We reimburse our
directors' costs and expenses for attending meetings of the board of directors.
Directors of our company are eligible to receive stock options and other awards
under our 1999 and 2002 Incentive Stock Plans. See "Executive Compensation -
1999 Incentive Stock Plan and 2002 Incentive Stock Plan."
COMPENSATION OF EXECUTIVES
The following table sets forth, for the periods indicated, the compensation
received by our Chief Executive Officer and our four most highly compensated
executive officers whose aggregate cash compensation exceeded $100,000 for the
fiscal year ended December 30, 2002.
3
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
AWARDS
--------------
ANNUAL COMPENSATION SECURITIES
--------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY(s) BONUS(s) OPTIONS (#)(1) COMPENSATION(2)
--------------------------- ---- --------- -------- -------------- ---------------
Bart A. Brown, Jr................ 2002 $300,500 -0- -0- $ 3,692
Chief Executive Officer 2001 $311,538 -0- 150,000 $ 5,250
2000 $278,846 -0- 50,000 $ 5,250
William G. Shrader............... 2002 $275,500 -0- 50,000 $ 3,701
President and Chief Operating 2001 $253,654 $150,000 100,000 $ 4,038
Officer 2000 $222,307 $70,000 50,000 $ 3,548
Michael Garnreiter............... 2002 $170,115 -0- 100,000 -0-
Executive Vice President
Finance, Chief Financial
Officer and Treasurer (3)
Jeff Smit........................ 2002 $125,500 -0- 15,000 $ 2,654
Senior Vice President of 2001 $124,423 $20,000 15,000 $ 2,944
Restaurant Operations (4)
Matthew J. Wickesberg............ 2002 $115,500 -0- 35,000 $ 1,531
Vice President of Planning and
Financial Analysis
----------
(1) Except as otherwise indicated, the exercise prices of the options granted
were the fair market value of our common stock on the date of grant.
(2) Represents matching contributions we made to our 401(k) plan.
(3) Michael Garnreiter joined the company on April 1, 2002.
(4) Jeffrey Smit was appointed to Senior Vice President of Restaurant
Operations on June 1, 2001.
Officers and key personnel of our company are eligible to receive stock
options and awards under our 1995 Stock Option Plan, 1999 Incentive Stock Plan
and 2002 Incentive Stock Plan. Also, our executive officers participate in a
non-qualified officers option program and medical insurance benefits that are
generally available to all of our employees.
OPTION GRANTS
The following table provides information on stock options granted to the
named executive officers during our fiscal year ended December 30, 2002.
4
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
-------------------------------------------------------- AT ASSUMED ANNUAL
NUMBER OF % OF TOTAL RATES OF STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR OPTION
UNDERLYING GRANTED EXERCISE TERM(2)
OPTIONS TO EMPLOYEES PRICE EXPIRATION --------------------------
NAME GRANTED(#)(1) IN FISCAL YEAR ($/SH) DATE 5% 10%
---- ------------- -------------- ------ ---- -- ---
Bart A. Brown Jr. ........ -- -- -- -- -- --
William G. Shrader........ 50,000 11.2% $ 4.16 07/23/12 $ 130,810 $ 331,498
Michael Garnreiter........ 100,000 22.5% $ 5.81 04/01/12 $ 365,388 $ 925,964
Jeffrey Smit ............. 15,000 3.4% $ 4.16 07/23/12 $ 39,243 $ 99,450
Matthew J. Wickesberg..... 30,000 6.8% $ 6.01 05/02/12 $ 113,390 $ 287,352
5,000 1.1% $ 4.16 07/23/12 $ 13,081 $ 33,150
------------------
(1) The options were granted at the fair market value of the shares on the date
of grant and have 10-year terms.
(2) Potential gains are net of the exercise price, but before taxes associated
with the exercise. Amounts represent hypothetical gains that could be
achieved for the respective options if exercised at the end of the option
term. The assumed 5% and 10% rates of stock price appreciation are provided
in accordance with SEC rules and do not represent our estimate or
projection of the future price of our common stock. Actual gains, if any,
on stock option exercises will depend upon the future market prices of our
common stock.
FISCAL YEAR-END OPTION HOLDINGS
The following table provides information on option exercises in fiscal 2002
by each of the named executive officers and the values of each such officer's
unexercised options at December 30, 2002.
AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES
SHARES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED OPTIONS AT IN-THE-MONEY OPTIONS
ON VALUE FISCAL YEAR-END(#) AT FISCAL YEAR-END($)(1)
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ ------------ ----------- ------------- ----------- -------------
Bart A. Brown Jr.......... -0- -0- 1,200,000 -0- $ -0- $ -0-
William G. Shrader........ -0- -0- 316,667 133,333 $ -0- $ -0-
Michael Garnreiter........ -0- -0- -0- 100,000 $ -0- $ -0-
Jeffrey Smit.............. -0- -0- 90,333 31,667 $ -0- $ -0-
Matthew J. Wickesberg..... -0- -0- 9,167 43,333 $ -0- $ -0-
----------
(1) Calculated based upon the closing stock price of our common stock on the
Nasdaq National Market on December 30, 2002, of $1.90 per share. The
exercise prices of certain of the options held by the named executive
officers on December 30, 2002 were equal to or greater than $1.90 per
share.
STOCK OPTION PLANS
We have options outstanding under four stock option plans: the 1990 Stock
Option Plan, the 1995 Stock Option Plan, the 1999 Incentive Stock Plan, and the
2002 Incentive Stock Option Plan. Each of these plans permit us to grant options
that are intended to qualify as incentive stock options under the Internal
Revenue Code, as well as nonqualified stock options. These plans also permit us
to make other stock-based awards, including grants of shares of common stock and
stock appreciation rights, or SARs.
We may grant options and awards under our stock option plans to employees,
directors, and independent contractors who provide services to our company. We
may grant options that are incentive stock options only to key personnel of our
5
company or our subsidiaries who are also employees of our company or our
subsidiaries. The terms and conditions of incentive stock options must be
consistent with the qualification requirements set forth in the Internal Revenue
Code. The exercise price of all incentive stock options must be at least equal
to the fair market value of our common stock on the date of the grant or, in the
case of incentive stock options granted to a person who holds 10% or more of the
voting power of our stock, at least 110% of the fair market value of our common
stock on the date of the grant. The maximum exercise period for which incentive
stock options may be granted is ten years (five years in the case of incentive
stock options granted to a person who holds 10% or more of the voting power of
our stock).
To exercise an option, the option-holder will be required to deliver to us
full payment of the exercise price for the shares as to which the option is
being exercised. Generally, options can be exercised by delivery of cash, check,
or shares of our common stock.
SARs will entitle the recipient to receive a payment equal to the
appreciation in market value of a stated number of shares of common stock from
the price on the date the SAR was granted or became effective to the market
value of the common stock on the date first exercised or surrendered. Stock
awards will entitle the recipient to receive shares of our common stock
directly. Cash awards will entitle the recipient to receive direct payments of
cash depending on the market value or the appreciation of our common stock or
other securities of our company.
Our board of directors administers our option plans. Our board of directors
may delegate all or any portion of its authority and duties under our option
plans to one or more committees appointed by our board of directors under such
conditions and limitations as our board of directors may from time to time
establish. Our board of directors and/or any committee that administers our
plans has the authority, in its discretion, to determine all matters relating to
awards, including the selection of the individuals to be granted awards, the
type of awards, the number of shares of common stock subject to an award,
vesting conditions, and any and all other terms, conditions, restrictions, and
limitations, if any, of an award.
A maximum of 250,000 shares of common stock were originally available for
issuance under the 1990 Plan. The 1990 Plan expired on July 24, 2000, which
means that no new options may be granted under the 1990 Plan. As of April 1,
2003, 19,750 shares of common stock have been issued upon exercise of options
granted pursuant to the 1990 Plan and there were outstanding options to purchase
88,500 shares of common stock under the 1990 Plan. No incentive awards other
than stock options have been granted under the 1990 Plan. Any options granted
under the 1990 Plan will remain outstanding until their respective expiration
dates or earlier termination in accordance with their respective terms.
A maximum of 325,000 shares of common stock may be issued under the 1995
Plan. As of April 1, 2003, 52,750 shares of common stock have been issued upon
exercise of options granted under the 1995 Plan and there were outstanding
options to acquire 272,250 shares of common stock under the 1995 Plan.
Accordingly, no additional shares remain available for grants under the 1995
Plan. The 1995 Plan will remain in effect until January 8, 2006. The 1995 Plan
included an automatic program that provided for the automatic grant of options
to non-employee directors of our company. Because there currently is not a
sufficient number of shares remaining authorized under the 1995 Plan to permit
grants under the automatic program, our board of directors discontinued the
automatic program in 1999.
A maximum of 1,000,000 shares of common stock may be issued under the 1999
Plan. The maximum number of shares covered by awards granted to any individual
in any year may not exceed 15% of the total number of shares that may be issued
under the 1999 Plan. As of April 1, 2003, 78,995 shares of common stock have
been issued upon exercise of options granted under the 1999 Plan and there were
outstanding options to acquire 921,005 shares of common stock under the 1999
Plan. Accordingly, no additional shares remain available for grant under the
1999 Plan. The 1999 Plan will remain in effect until February 19, 2009, unless
sooner terminated by the board of directors.
A maximum of 1,000,000 shares of common stock may be issued under the 2002
Plan. The maximum number of shares covered by awards granted to any individual
in any year may not exceed 15% of the total number of shares that may be issued
under the 2002 Plan. As of April 1, 2003, no shares of common stock have been
issued upon exercise of options granted under the 2002 Plan and there were
outstanding options to acquire 310,667 shares of common stock under the 2002
6
Plan. An additional 689,333 shares remain available for grant under the 2002
Plan. The 2002 Plan will remain in effect until June 26, 2012, unless sooner
terminated by the board of directors.
NON-QUALIFIED AND OFFICER OPTION PROGRAM
In addition to the employee incentive stock plans, we have issued options
for 2,045,000 to executive officers and directors at prices generally equal to
or above fair market value at the date of grant, at prices ranging from $2.00 to
$5.00 per share.
401(k) PROFIT SHARING PLAN
Our qualified 401(k) Profit Sharing Plan was adopted by our board of
directors on January 14, 1991, effective as of January 1, 1991, and covers
corporate management and restaurant employees. The 401(k) Plan currently
provides for a matching contribution equal to 50% of the first 4% of the salary
deduction a participant elects to defer as a contribution to the 401(k) Plan.
The 401(k) Plan further provides for a special discretionary contribution equal
to a percentage of a participant's salary to be determined each year by our
company. We also may contribute a discretionary amount in addition to the
special discretionary contribution. Contributions to the 401(k) Plan by our
company for fiscal 2002 totaled approximately $257,000.
EMPLOYMENT AGREEMENTS
We are a party to an employment agreement with Bart A. Brown, Jr. with a
term through December 31, 2003. The agreement automatically renews for
successive one-year terms unless either party terminates by giving the other
party at least 60 days' written notice. Mr. Brown's employment agreement
provides for him to serve as the Chief Executive Officer of our company. The
employment agreement provides for Mr. Brown to receive a minimum salary of
$250,000 per annum and as a result of a discretionary increase from the board of
directors, Mr. Brown is currently receiving a salary of $300,000 per annum. In
addition, the employment agreement provides that Mr. Brown will be eligible to
receive discretionary bonuses in amounts determined by our board of directors.
The employment agreement contains provisions regarding non-competition,
non-solicitation of employees, and non-disclosure of confidential information.
The employment agreement provides for Mr. Brown to receive his fixed
compensation to the date of the termination of his employment by reason of
resignation or as a result of termination of employment "for cause," as defined
in the agreement. In the event of the termination of employment by reason of
death or disability, the employment agreement provides for the payment of fixed
compensation to Mr. Brown for a period of one year from the date of death or
disability. If we terminate Mr. Brown's employment other than "for cause" or in
the event of any termination of employment following any "change in control" of
our company, as defined in the agreement, the employment agreement also provides
for Mr. Brown to receive his fixed compensation as if his employment had not
been terminated. Section 280G of the Internal Revenue Code may limit the
deductibility of such payments for federal income tax purposes. If these
payments are not deductible and if we have income at least equal to such
payments, an amount of income equal to the amount of such payments could not be
offset. As a result, the income that would not be offset would be "phantom
income" (i.e., income without cash) to our company. A change in control would
include a merger or consolidation of our company, a sale of all or substantially
all of our assets, a change in the identity of a majority of the members of our
board of directors, or an acquisition of more than 15% of our common stock,
subject to certain limitations.
We are a party to an employment agreement with William G. Shrader with a
term through December 31, 2004. Mr. Shrader's employment agreement provides for
him to serve as the President and Chief Operating Officer of our company. The
employment agreement provides for Mr. Shrader to receive a salary of $300,000
per annum in 2003, which salary shall increase by the amount of $25,000 in each
succeeding year of its term. In addition, the employment agreement provides that
Mr. Shrader will be eligible to receive discretionary bonuses in amounts
determined by our board of directors. The employment agreement contains
provisions regarding non-competition, non-solicitation of employees, and
non-disclosure of confidential information.
The employment agreement provides for Mr. Shrader to receive his fixed
compensation to the date of the termination of his employment by reason of
resignation or as a result of termination of employment "for cause" as defined
in the agreement. In the event of the termination of employment by reason of
death or disability, the employment agreement provides for the payment of fixed
7
compensation to Mr. Shrader for a period of 18 months from the date of death or
disability. If we terminate Mr. Shrader's employment other than "for cause", the
agreement provides for Mr. Shrader to receive his fixed compensation as if his
employment had not been terminated. In the event of any termination of
employment following any "change in control, wherein Mr. Shrader is not offered
the same or a better position" in our company, as defined in the agreement, the
employment agreement also provides for Mr. Shrader to receive 24 months salary.
Section 280G of the Internal Revenue Code may limit the deductibility of such
payments for federal income tax purposes. If these payments are not deductible
and if we have income at least equal to such payments, an amount of income equal
to the amount of such payments could not be offset. As a result, the income that
would not be offset would be "phantom income" (i.e., income without cash) to our
company.
We are a party to an employment agreement with Michael Garnreiter with a
term through March 31, 2005. Mr. Garnreiter's employment agreement provides for
him to serve as the Executive Vice President, Chief Financial Officer, and
Treasurer of our company. The employment agreement provides for Mr. Garnreiter
to receive a salary of $235,000 per annum in 2003, which salary shall increase
by the amount of $10,000 in each succeeding year of its term. The employment
agreement also contains provisions governing the compensation due Mr. Garnreiter
in the event of termination of his employment.
LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS
Our certificate of incorporation and bylaws provide that our company will
indemnify and advance expenses, to the fullest extent permitted by the Delaware
General Corporation Law, to each person who is or was a director, officer, or
agent of our company or who serves or served any other enterprise or
organization at the request of our company. Under Delaware law, to the extent
that an indemnitee is successful on the merits of a suit or proceeding brought
against him or her by reason of the fact that he or she is or was a director,
officer, or agent of our company, or serves or served any other enterprise or
organization at the request of our company, we will indemnify him or her against
expenses (including attorneys' fees) actually and reasonably incurred in
connection with such action. If unsuccessful in defense of a third-party civil
suit or a criminal suit, or if such suit is settled, an indemnitee may be
indemnified under Delaware law against both (a) expenses, including attorneys'
fees, and (b) judgments, fines, and amounts paid in settlement if he or she
acted in good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of our company, and, with respect to any
criminal action, had no reasonable cause to believe his or her conduct was
unlawful. If unsuccessful in defense of a suit brought by or in the right of our
company, where the suit is settled, an indemnitee may be indemnified under
Delaware law only against expenses (including attorneys' fees) actually and
reasonably incurred in the defense or settlement of the suit if he or she acted
in good faith and in a manner he or she reasonably believed to be in, or not
opposed to, the best interests of our company, except that if the indemnitee is
adjudged to be liable for negligence or misconduct in the performance of his or
her duty to our company, he or she cannot be made whole even for expenses unless
a court determines that he or she is fully and reasonably entitled to
indemnification for such expenses. Also under Delaware law, expenses incurred by
an officer or director in defending a civil or criminal action, suit, or
proceeding may be paid by our company in advance of the final disposition of the
suit, action, or proceeding upon receipt of an undertaking by or on behalf of
the officer or director to repay such amount if it is ultimately determined that
he or she is not entitled to be indemnified by our company. We also may advance
expenses incurred by other employees and agents of our company upon such terms
and conditions, if any, that our board of directors deems appropriate. Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers, or persons controlling our company pursuant
to the foregoing provisions, we have been informed that, in the opinion of the
SEC, such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended December 31, 2002, our Compensation Committee
consisted of John F. Antioco, Jane Evans, John C. Metz, and Debra Bloy. None of
these individuals had any contractual or other relationships with us during the
fiscal year except as directors and except that Debra Bloy received the sum of
$120,000, pursuant to a consulting agreement entered into when she, as one of
the sellers, sold the Bamboo Club restaurant concept to the company.
8
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
OVERVIEW AND PHILOSOPHY
Decisions on compensation of our executives are made by the Compensation
Committee, consisting of independent members of our board of directors appointed
by our board of directors. The board of directors and the Compensation Committee
make every effort to ensure that the compensation plan is consistent with our
values and is aligned with our business strategy and goals.
Our compensation program for executive officers consists primarily of base
salary, bonus, and long-term incentives in the form of stock options. Executives
also participate in various other benefit plans, including medical and
retirement plans, which generally are available to all employees of our company.
Our philosophy is to pay base salaries to executives at levels that enable
us to attract, motivate, and retain highly qualified executives. The bonus
program is designed to reward individuals for performance based on our company's
financial results as well as the achievement of personal and corporate
objectives that will contribute to the long-term success of our company in
building stockholder value. Stock option grants are intended to result in
minimal or no rewards if our stock price does not appreciate, but may provide
substantial rewards to executives as all of our company's stockholders benefit
from stock price appreciation.
We follow a subjective and flexible approach rather than an objective or
formulaic approach to compensation. Various factors receive consideration
without any particular weighting or emphasis on any one factor. In establishing
compensation for the year ended December 30, 2002, the committee took into
account, among other things, our financial results, compensation paid in prior
years, and compensation of executive officers employed by companies of similar
size in the restaurant industry.
BASE SALARY AND ANNUAL INCENTIVES
Base salaries for executive positions are established relative to our
financial performance and comparable positions in similarly sized companies. The
committee from time to time may use competitive surveys and outside consultants
to help determine the relevant competitive pay levels. We target base pay at the
level required to attract and retain highly qualified executives. In determining
salaries, the committee also takes into account individual experience and
performance, salary levels relative to other positions with our company, and
specific needs particular to our company.
Annual incentive awards are based on our financial performance and the
efforts of our executives. Performance is measured based on profitability and
revenue and the successful achievement of functional and personal goals. We
awarded minimal bonuses to some of our executive staff, administrative staff,
and operations management staff for their performance during the fiscal year
ended December 30, 2002.
STOCK OPTION GRANTS
We believe in tying executive rewards directly to the long-term success of
our company and increases in stockholder value through grants of executive stock
options. Stock option grants also will enable executives to develop and maintain
a significant stock ownership position in our common stock. The amount of
options granted takes into account options previously granted to an individual.
We granted options to our executive officers during fiscal 2002. See "Executive
Compensation - Option Grants".
OTHER BENEFITS
Executive officers are eligible to participate in benefit programs designed
for all full-time employees of our company. These programs include medical
insurance, a qualified retirement program allowed under Section 401(k) of the
Internal Revenue Code, and life insurance coverage equal to one times base
salary to a maximum of $50,000.
CHIEF EXECUTIVE OFFICER COMPENSATION
Bart A. Brown, Jr. has served as our Chief Executive Officer since December
16, 1996. In addition, prior to June 2001 he also served as our President.
Effective January 1, 1999, we entered into a new employment agreement with Mr.
9
Brown. See "Executive Compensation - Employment Agreements." The board of
directors determined Mr. Brown's salary based on a number of factors, including
our company's performance, Mr. Brown's individual performance, and salaries paid
by comparable companies. Mr. Brown did not receive a bonus in fiscal 2002. See
"Executive Compensation - Summary Compensation Table."
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Section 162(m) of the Internal Revenue Code currently limits the
deductibility for federal income tax purposes of compensation paid to our Chief
Executive Officer and to each of our other four most highly compensated
executive officers. We may deduct certain types of compensation paid to any of
these individuals only to the extent that such compensation during any fiscal
year does not exceed $1.0 million. We do not believe that our compensation
arrangements with any of our executive officers will exceed the limits on
deductibility during our current fiscal year.
This report has been furnished by the members of the Compensation Committee
of our board of directors.
John F. Antioco, Compensation Committee Chair
Jane Evans
John C. Metz
10
PERFORMANCE GRAPH
The following line graph compares cumulative total stockholder returns for
(a) our common stock; (b) the Nasdaq Stock Market (U.S.) Index; and (c) the Dow
Jones Restaurants Index.
The graph assumes an investment of $100 in each of our common stock, the
Nasdaq Stock Market Index, and the Dow Jones Restaurants Index on December 29,
1997. The calculation of cumulative stockholder return on each of the indexes
includes reinvestment of dividends, but the calculation of cumulative
stockholder return on our common stock does not include reinvestment of
dividends because we did not pay dividends during the measurement period. The
stock price and the performance of the indexes shown in the graph are not
necessarily indicative of future results.
[LINE GRAPH]
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
AMONG MAIN STREET AND MAIN INCORPORATED,
THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE DOW JONES US RESTAURANTS INDEX
Cumulative Total Return
----------------------------------------------------------
12/29/97 12/28/98 12/27/99 12/25/00 12/31/01 12/30/02
-------- -------- -------- -------- -------- --------
MAIN STREET AND MAIN INCORPORATED 100.00 110.75 109.70 103.23 169.98 65.38
NASDAQ STOCK MARKET (U.S.) 100.00 143.22 261.16 163.90 127.55 88.48
DOW JONES US RESTAURANTS 100.00 138.94 141.35 126.68 128.32 103.43
11
ITEM 12. SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS, AND OFFICERS
The following table sets forth certain information regarding the beneficial
ownership of our common stock as of March 31, 2003 by (a) each of our directors,
(b) each of our named executive officers, (c) all directors and executive
officers as a group, and (d) each person known by us to beneficially own more
than 5% of our common stock.
NAME OF AMOUNT AND NATURE OF APPROXIMATE PERCENTAGE
BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP(2) OF OUTSTANDING SHARES(3)
------------------- ----------------------- ------------------------
DIRECTORS AND EXECUTIVE OFFICERS:
John F. Antioco...................................... 4,316,193(4) 31%
Bart A. Brown, Jr.................................... 2,849,000(5) 20%
William G. Shrader................................... 488,179(6) 3%
Jane Evans........................................... 27,500(7) *
John C. Metz......................................... 45,000(8) *
Debra Bloy........................................... 80,300 *
Wanda Williams....................................... 15,000 *
Kenda B. Gonzalez.................................... 15,000 *
Michael Garnreiter................................... 105,000(9) 1%
Jeff Smit............................................ 122,750 1%
Michael J. Herron.................................... 19,450 *
Matthew J. Wickesberg................................ 56,951 *
Stephanie Barbini.................................... 5,000 *
All directors and officers as a group (12 persons)... 8,145,323 58%
5% STOCKHOLDERS:
Shamrock Master Fund................................. 800,461(10) 6%
Dane Andreeff........................................ 772,261(11) 5%
----------
* Less than 1.0%.
(1) Each of such persons may be reached through our company at 5050 North 40th
Street, Suite 200, Phoenix, Arizona 85018.
(2) Includes, when applicable, shares owned of record by such person's minor
children and spouse and by other related individuals and entities over
whose shares of Common Stock such person has custody, voting control, or
power of disposition. Also includes shares of Common Stock that the
identified person had the right to acquire within 60 days of March 31, 2003
by the exercise of vested stock options or conversion of convertible notes.
(3) Based on 14,061,599 shares of common stock outstanding on March 31, 2002.
The percentages shown include the shares of common stock actually owned as
of March 31, 2002 and the shares of common stock that the person or group
had the right to acquire within 60 days of such date. In calculating the
percentage of ownership, all shares of common stock that the identified
person or group had the right to acquire within 60 days of March 31, 2003
upon the exercise of options are deemed to be outstanding for the purpose
of computing the percentage of the shares of common stock owned by such
person or group, but are not deemed to be outstanding for the purpose of
computing the percentage of the shares of common stock owned by any other
person.
(4) Represents 2,171,596 shares of common stock held by Mr. Antioco, vested
options to acquire 422,500 shares of common stock held by Mr. Antioco, and
1,722,097 shares of common stock held by Antioco Limited Partnership. Mr.
Antioco is the sole managing member of Antioco Management LLC, which is the
sole general partner of Antioco Limited Partnership. A trust for the
benefit of descendants of Mr. Antioco and his spouse is the sole limited
partner of the partnership. As managing member of the partnership's general
partner, Mr. Antioco has sole power to vote or dispose of shares held by
the partnership and therefore may be deemed to be the beneficial owner of
shares held by Antioco Limited Partnership. Mr. Antioco disclaims
beneficial ownership of shares held by Antioco Limited Partnership except
to the extent that his individual interest in such shares arises from his
interest in the partnership, and this proxy statement shall not be deemed
to be an admission that Mr. Antioco is the beneficial owner of these shares
for any purpose.
12
(5) Includes vested options to purchase 1,200,000 shares of common stock held
by Mr. Brown.
(6) Includes vested options to purchase 450,000 shares of common stock held by
Mr. Shrader.
(7) Represents vested options to purchase 27,500 shares of common stock held by
Ms. Evans.
(8) Includes vested options to purchase 30,000 shares of common stock held by
Mr. Metz.
(9) Includes vested options to purchase 33,333 shares of common stock held by
Mr. Garnreiter.
(10) Based on the Schedule 13G dated September 27, 2001 with the SEC, Shamrock
Master Fund, 2100 McKinney Avenue, Suite 1500, Dallas, Texas 75201.
(11) Based on the Schedule 13G dated October 28, 2002 with the SEC, Dane
Andreeff, 450 Laurel Street, Baton Rouge, Louisiana 70801.
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information with respect to our common stock
that may be issued upon the exercise of stock options under our various stock
option plans as of December 30, 2002:
Number of Securities
Remaining Available for
(a) Number of securities to Future Issuance Under
be Issued Upon Exercise of (b) Weighted Average Exercise Equity Compensation Plans
Outstanding Options, Price of Outstanding (Excluding Securities
Plan Category Warrants, and Rights Options, Warrants, and Rights Reflected in Column (a))
------------- -------------------- ----------------------------- ------------------------
Equity Compensation Plans
Approved by Stockholders. 3,487,420 $ 3.32 821,078
Equity Compensation Plans Not
Approved by Stockholders. -- -- --
--------- ------ -------
Total....................... 3,487,420 $ 3.32 821,078
========= ====== =======
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We have adopted a policy that we will not enter into any transactions with
directors, officers, or holders of more than 5% of our common stock on terms
that are less favorable to our company than we could obtain from independent
third parties and that any loans to directors, officers, or 5% stockholders will
be approved by a majority of our disinterested directors.
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
MAIN STREET AND MAIN INCORPORATED
Date: May 6, 2003 By: /s/ Bart A. Brown, Jr.
------------------------------------
Bart A. Brown, Jr.
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE POSITION DATE
--------- -------- ----
/s/ John F. Antioco Chairman of the Board May 6, 2003
-------------------------
John F. Antioco
/s/ Bart A. Brown, Jr. Chief Executive Officer, and May 6, 2003
------------------------- Director (Principal Executive
Bart A. Brown, Jr. Officer)
/s/ William G. Shrader President, May 6, 2003
------------------------- Chief Operating Officer, and Director
William G. Shrader
/s/ Michael Garnreiter Chief Executive Officer, Executive May 6, 2003
------------------------- Vice President and Treasurer
Michael Garnreiter
/s/ Michael J. Herron Secretary and General Counsel May 6, 2003
-------------------------
Michael J. Herron
/s/ Jane Evans Director May 6, 2003
-------------------------
Jane Evans
/s/ John C. Metz Director May 6, 2003
-------------------------
John C. Metz
/s/ Debra Bloy Director May 6, 2003
-------------------------
Debra Bloy
/s/ Wanda Williams Director May 6, 2003
-------------------------
Wanda Williams
/s/ Kenda B. Gonzales Director May 6, 2003
-------------------------
Kenda B. Gonzales
14
CERTIFICATIONS
I, Bart A. Brown, Jr., certify that:
1. I have reviewed this annual report on Form 10-K/A of Main Street and
Main Incorporated;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations, and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize, and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: May 6, 2003
/s/ Bart A. Brown, Jr.
------------------------------------------
Bart A. Brown, Jr.
Chief Executive Officer
15
I, Michael Garnreiter, certify that:
1. I have reviewed this annual report on Form 10-K/A of Main Street and
Main Incorporated;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations, and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize, and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: May 6, 2003
/s/ Michael Garnreiter
---------------------------------------
Michael Garnreiter
Chief Financial Officer