Rock Creek Pharmaceuticals, Inc. – ‘DEFS14A’ for 10/7/96

As of:  Wednesday, 9/11/96   ·   For:  10/7/96   ·   Accession #:  897101-96-793   ·   File #:  0-15324

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Definitive Proxy Solicitation Material — Special Meeting   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14A     Definitive Proxy Solicitation Material -- Special     10±    42K 
                          Meeting                                                

Document Table of Contents

SCHEDULE 14A  
(RULE 14a-101)  
INFORMATION REQUIRED IN PROXY STATEMENT   
SCHEDULE 14A INFORMATION  

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE  
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.      )   

Filed by the registrant [X]                                                     

Filed by a party other than the registrant [ ]                                  

Check the appropriate box:                                                      
[ ] Preliminary proxy statement                                                 
[x] Definitive proxy statement                                                  
[ ] Definitive additional materials                                             
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12               
[ ] Confidential, for Use of the Commission Only (as permitted by Rule          
14a-6(e)(2))                                                            

EYE TECHNOLOGY, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or  
Items 22(a)(2) of Schedule A.                                           
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule        
14a-6(i)(3).                                                            
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.    

(1)  Title of each class of securities to which transaction applies:  
(2)  Aggregate number of securities to which transactions applies:    
(3)  Per unit price or other underlying value of transaction computed 
          pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
filing fee is calculated and state how it was determined.)  
(4)  Proposed maximum aggregate value of transaction:                 
(5)  Total fee paid:                                                  

[ ]  Fee paid previously with preliminary materials.                            

 [ ]  Check box if any part of the fee is offset as provided by Exchange
        Act Rule 0-11(a)(2) and identify the filing for which the offsetting
         fee was paid previously. Identify the previous filing by registration
         statement number, or the Form or Schedule and the date of its filing.

(1)  Amount previously paid:                                          

(2)  Form, Schedule or Registration Statement No.:                    

(3)  Filing party:                                                    

(4)  Date filed:                                                      

[LOGO]

EYE TECHNOLOGY, INC.
1983 SLOAN PLACE
 ST. PAUL, MINNESOTA 55117

 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

                                                             St. Paul, Minnesota
                                                                 August 30, 1996

TO THE STOCKHOLDERS OF EYE TECHNOLOGY, INC.:                                    

Notice is hereby given that a Special Meeting in lieu of the Annual 
Meeting of Stockholders of Eye Technology, Inc. (the "Company") will be held at 
the offices of the Company, as set forth above, on Monday, October 7, 1996 at   
10:00 a.m. for the following purposes:                                          

     1.    To elect one (1) individual to serve as a director for a three-year
term, as specified in the accompanying Proxy Statement; 

     2.    To consider and act upon matters incidental to the foregoing and to
    transact such other business as may properly come before the
meeting.                                                

     The Board of Directors has fixed the close of business on August 28, 1996
as the record date for the determination of stockholders entitled to receive    
notice of and to vote at the a Special Meeting of Stockholders. The accompanying
Proxy is solicited by the Board of Directors of the Company.                    

              By order of the Board of Directors
Eye Technology, Inc.

           Samuel P. Sears, Jr., SECRETARY

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING REGARDLESS OF THE
NUMBER OF SHARES YOU MAY HOLD. PLEASE FILL IN, SIGN AND DATE THE ENCLOSED PROXY 
AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. IT IS IMPORTANT THAT PROXIES BE
MAILED PROMPTLY. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW ANY PROXY GIVEN BY 
YOU AND VOTE YOUR SHARES IN PERSON.                                             

EYE TECHNOLOGY, INC.

1983 SLOAN PLACE
 ST. PAUL, MINNESOTA 55117

 PROXY STATEMENT

 SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 7, 1996

This proxy statement is furnished to the stockholders of Eye  
Technology, Inc. (the "Company") in connection with management's solicitation of
proxies to be used at the Special Meeting in lieu of the Annual Meeting of      
Stockholders (the "Special Meeting") to be held on Monday, October 7, 1996 at   
the offices of the Company, 1983 Sloan Place, St. Paul, Minnesota and at any    
adjournment of that meeting. Each proxy delivered pursuant to this solicitation 
is revocable at the option of the person executing the same by written notice   
delivered to the Company at any time before the proxy is voted at the Special   
Meeting.                                                                        

       The Company has fixed the close of business on August 28, 1996 as the
record date for the determination of stockholders entitled to receive notice of 
and to vote at the Special Meeting. As of June 30, 1996, the Company had issued 
and outstanding 3,438,656 shares of common stock, par value $.01 per share      
("Common Stock") and 2,570 shares of Class A Preferred Stock, par value $.01 per
share ("Preferred Stock") each convertible into 80 shares of Common Stock and   
altogether convertible into 205,600 shares of Common Stock. The holders of      
Common Stock and Preferred Stock vote as one class. Each share of the           
outstanding Common Stock is entitled to one vote on each matter to come before  
the Special Meeting. Each share of the outstanding Preferred Stock is entitled  
to 80 votes on each such matter. A total of 3,644,256 votes are eligible to be  
cast at the Special Meeting.                                                    

     This proxy statement and accompanying form of proxy are first being
furnished to the Company's stockholders on or about September 9, 1996.          

VOTING PROCEDURE

         If you sign, date and return the enclosed proxy in time for the Special
Meeting, your shares will be voted (unless you otherwise instruct) on all       
matters that may properly come before the meeting.                              

      The proxy contains spaces in which you may insert instructions as to
how your shares are to be voted on the election of directors, Notice Item No. 1.
If you specify instructions with respect to this proposal, your shares will be  
voted in accordance with your instructions. If no instructions are specified,   
your shares will be voted for the election as the director of the Company, the  
one (1) nominee named herein.                                                   

  Your proxy may be revoked at any time prior to its exercise. Any
stockholder attending the Special Meeting may vote in person even though he or  
she may have previously filed a proxy.                                          

 ELECTION OF DIRECTORS
(NOTICE ITEM NO.1)

         The Articles of Incorporation provide that the Board of Directors shall
be divided into three classes as nearly equal in number as possible, and that   
the members of each class are to be elected for a term of three years and until 
their successors are elected and qualified. One class of directors is to be     
elected annually.                                                               

        The current terms of office of the Class II and Class III Directors do
not expire this year, and each director in these classes continues in office.   
Such directors' current terms expire in 1997 and 1998, respectively. Each       
director will continue in office until his term expires and until his successor 
is chosen and qualified or until his earlier death, removal or resignation.     
Unless authority to do so has been withheld or limited in the proxy, it is the  
intention of the persons named as proxies to vote the shares to which the proxy 
relates for the election to the Board of Directors as Class I Director Samuel P.
Sears, Jr..                                                                     

        Management knows of no reason why such nominee should not be available
for election to the Board of Directors at the time of the Special Meeting.      
However, should such nominee not be available, it is the intention of the       
persons named as proxies to act in respect to the filling of that office by     
voting the shares to which the proxy relates, unless authority to do so has been
withheld or limited in the proxy, for the election of such other person as may  
be designated by the Board of Directors or, in the absence of such designation, 
in such other manner as they may, in their discretion, determine. In no event   
will the proxy be voted for more than one director.                             

      The name of the nominee for election as Class I Director and of each
current director who will continue to serve as a director until the annual      
meetings of stockholders to be held in 1997 and 1998, his age as of December 31,
1995, and his principal occupation for the past five years are set forth below. 
The number of shares of Common Stock beneficially owned by the nominee and each 
continuing director at the close of business on June 30, 1996 is set forth below
under "Security Ownership of Certain Beneficial Owners and Management." No      
director of the Company is related to any other director or to any executive    
officer of the Company by blood, marriage or adoption, and there are no         
arrangements or understandings between a director and any other person pursuant 
to which such person was elected a director.                                    

THE NOMINEE - CLASS I (TERM EXPIRES IN 1999)                                    

     Samuel P. Sears, Jr., Age 52. Mr. Sears has served as Secretary and
Director of the Company since its inception in June 1985. Since September 1994, 
Mr. Sears has served as Chairman and Chief Executive Officer of Star Tobacco    
Corporation in Petersburg, Virginia, a manufactuer of tobacco products. Prior to
that date and subsequent to April 1993, he was "Of Counsel" to the law firm of  
LeBoeuf, Lamb, Greene & MacRae in Boston, Massachusetts. From 1974 until April  
1993, he was a partner of the law firm of Burns and Levinson in Boston,         
Massachusetts.                                                                  

DIRECTORS CONTINUING IN OFFICE                                                  

CLASS II (TERM EXPIRES IN 1997)                               

     Larry G. Leiske, M.D., Age 58. Dr. Leiske was elected a Director in 1987.
Dr. Leiske has been in private practice in ophthalmology since 1967. He has held
teaching positions at the University of Southern California School of Medicine  
and the White Memorial Medical Center. Dr. Leiske is a member of the American   
Academy of Ophthalmology, the American Society of Cataract and Refractive       
Surgery and the American Society of Eye Surgeons.                               

CLASS III (TERM EXPIRES IN 1998)                              

     Robert J. Fitzsimmons, Age 60. Mr. Fitzsimmons, a founder of the Company,
has served as President, Chief Executive Officer, and as a Director since the   
Company's inception in June, 1985. He was elected Chairman of the Board in      
December, 1986.                                                                 

1995 MEETINGS, STANDARD FEE ARRANGEMENTS AND COMMITTEES                         

During 1995, the Board of Directors of the Company held 3 meetings. 
Messrs. Fitzsimmons and Sears attended all 3 meetings and Dr. Leiske attended 2 
meetings.                                                                       

        The Board of Directors does not have any standing audit, nominating or
compensation committees or committees performing similar functions.             

         Directors receive no regular compensation for services rendered in such
capacity.                                                                       

RECOMMENDATION                                                                  

   The Board of Directors recommends that you vote FOR the election of Mr.
Sears. Proxies solicited by the Board of Directors will be so voted in the      
absence of a direction to the contrary.                                         

EXECUTIVE OFFICERS OF THE COMPANY                                               

         Following is a list of the names, ages, positions with the Company, and
backgrounds of all Executive Officers of the Company, as of June 30, 1996.      

        NAME           AGE       POSITION WITH COMPANY
        ----           ---       ---------------------

     Robert J. Fitzsimmons       60    Chairman of the Board, President,
                                           and Chief Executive Officer; Director

        Debra McCoy Seagrist        37    Vice President - Product Development

   Mr. Fitzsimmons, and Ms. Seagrist have held such positions for at least
the last five years.                                                            

EXECUTIVE COMPENSATION                                                          

        The following table sets forth annual compensation earned for services
rendered in all capacities to the Company during the fiscal years ended December
31, 1993, 1994, and 1995 by the Chief Executive Officer, who is the only        
executive officer or significant employee whose annual compensation exceeded    
$100,000 in any of such fiscal years.                                           

         POSITION         ANNUAL COMPENSATION(1)   STOCK       ALL OTHER
                               YEAR    SALARY      OPTION(2) COMPENSATION(3)
   Robert J. Fitzsimmons   1993   $192,000                   $20,805
   Chairman of the         1994   $192,000     150,000       $33,490
   Board, President,       1995   $179,150                   $24,889
and Chief Executive                                           
Officer                                                       

(1)   Does not include perquisites or other personal benefits which in the      
aggregate are less than 10% of the annual compensation shown.       

(2)   In February 1994, the Company issued to Mr. Fitzsimmons a stock option to 
acquire 150,000 shares of common stock at $.50 per share. The option
expires on February 28, 1999. Options to acquire 50,000 shares are  
     presently exercisable. Options to purchase 100,000 shares are exercisable
     contingent upon the satisfaction of certain conditions which have not yet
occurred and are not probable based on the current operations of the
Company.                                                            

(3)   Reflects the dollar value of premiums paid by the Company in the amounts  
      of $22,440, $24,480 and$24,480 (of these amounts $8,567, $9,852 and $8,807
represent that portion of such premiums which are allocable to Mr.  
Fitzsimmons for which he has an interest in the cash surrender value
    thereof) for life insurance and the dollar value of premiums paid by the
      Company for disability insurance for the benefit of Mr. Fitzsimmons in the
     amounts of $12,238, $12,238 and $11,126 in both cases for the years 1993,
1994 and 1995 respectively. Includes payment of an automobile       
reimbursement in the amount of $4,956 for 1995.                     

    The Company entered into a five-year employment agreement with Robert J.
Fitzsimmons on November 1, 1989 which provides that Mr. Fitzsimmons will serve  
as Chief Executive Officer of the Company, at an annual salary of $120,000      
subject to increase by the Board of Directors. This agreement has been extended 
for an additional five-year term expiring October 31, 1999. Mr. Fitzsimmons'    
annual salary has been increased twice by the Board, once in 1990 and again in  
1991 to a level of $192,000; however, in August 1995 Mr. Fitzsimmons voluntarily
and indefinitely reduced his salary to $153,600, his current salary level. Mr.  
Fitzsimmons' employment agreement provides that in the event of a hostile change
in control of the Company, and in the event Mr. Fitzsimmons' employment is      
terminated as a result thereof, then the Company is obligated to make a cash    
payment to Mr. Fitzsimmons totaling 299.99% of his average annual base salary   
during the five-year period prior to termination.                               

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of June 30, 1996, certain information with    
respect to the beneficial ownership of the Company's Common Stock by each       
beneficial owner of more than 5% of the Company's Common Stock, each Director of
the Company, and all Directors and Officers of the Company as a group.          

NAME AND ADDRESS                 AMOUNT AND NATURE OF           PERCENTAGE      
OF INDIVIDUAL OR                 BENEFICIAL OWNERSHIP           OF VOTING       
IDENTITY OF GROUP          COMMON STOCK    PREFERRED STOCK   SECURITIES OWNED(2)

Robert J. Fitzsimmons       408,117(3)             0               10.8%        
1983 Sloan Place                                                                
St. Paul, MN  55117                                                             

David A. Skier, M.D.        187,500                0                5.1%        
1830 14th Avenue South                                                          
Birmingham, AL  35205                                                           

Larry G. Leiske, M.D.        15,000                0                 .4%        

Samuel P. Sears, Jr.         50,300(4)             0                1.4%        

All Directors and                                                               
Officers as a group                                                         
(4 individuals)           492,659(3)(4)(5)       0               13.5%      

(1)   Shares are considered beneficially owned, for purposes of this table only,
   if held by the person indicated as beneficial owner, or if such person,
      directly or indirectly, through any contract, arrangement, understand ing,
     relationship, or otherwise has or shares the power to vote, to direct the
voting of and/or to dispose of or to direct the disposition of, such
security, or if the person has the unconditional right to acquire   
      beneficial ownership within sixty (60) days, unless otherwise indicated in
     these footnotes. Unless otherwise indicated by footnote, the above person
has sole voting power and sole investment power with respect to such
shares.                                                             

(2)   For purposes of computing percentages, 205,600, the number of votes to    
   which holders of Preferred Stock are convertible, has been added to the
number of outstanding Common Stock.                                 

(3)   Includes 150,000 shares issuable pursuant to a stock option expiring      
  February 28, 1999, at a price of $.50 per share; options for 50,000 of
   these shares are presently exercisable and options for 100,000 of these
    shares are exercisable only upon the satisfaction of certain conditions,
which have not yet occurred.                                        

(4)   Includes 50,000 shares issuable pursuant to a stock option expiring       
January 31, 2001, at a price of $.50 per share.                     

(5)   Includes 14,375 shares issuable pursuant to options granted pursuant to   
    the Company's 1985 Incentive Stock Option Plan and exercisable within 60
days of June 30, 1996.                                              

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company owes Robert J. Fitzsimmons, Chairman of the Board,
President and Chief Executive Officer of the Company, the sum of $152,000 plus  
accrued interest in consideration for loans provided by Mr. Fitzsimmons in March
1994 and April 1995. The sum is evidenced by notes bearing interest at 2% in    
excess of the prime rate.                                                       

        In February 1994, the Company issued to Mr. Fitzsimmons a stock option
to acquire 150,000 shares of common stock at $.50 per share. The option expires 
on February 28, 1999. Options to acquire 50,000 shares are presently            
exercisable. Options to purchase 100,000 shares are exercisable contingent upon 
the satisfaction of certain conditions which have not yet occurred and are not  
probable based on the current operations of the Company.                        

      Samuel P. Sears, Jr., a Director of the Company, also acted as legal
counsel to the Company. Fees payable to Mr. Sears for such services in 1994 and 
1995 were $90,600 and $30,975 respectively.                                     

      In November, 1993, the Company issued to Mr. Sears a stock option to
acquire 50,000 shares of Common Stock at $.50 per share in recognition of his   
services as a Director and counsel to the Company since 1985. The option expires
on January 31, 2001.                                                            

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

       Section 16(a) of the Exchange Act requires the Company's officers and
directors and persons who own more than ten-percent of a registered class of the
Company's equity securities to file reports of ownership and changes in         
ownership with the Securities and Exchange Commission. Officers, directors and  
greater than ten-percent beneficial owners are required by SEC regulation to    
furnish the Company with copies of all Section 16(a) forms they file.           

         Based solely on review of the copies of forms furnished to the Company,
or written representations that no Forms 5 were required, the Company believes  
that during the fiscal year ended December 31, 1995 all Section 16(a) filing    
requirements applicable to its officers, directors and greater than ten-percent 
beneficial owners were complied with except that Larry G. Leiske, M.D. failed to
file timely a single report for a single transaction. The Company has been      
advised that an appropriate report will be filed.                               

 OTHER MATTERS
 (NOTICE ITEM 2)

     The proxy confers discretionary authority with respect to any other
business which may come before the Special Meeting, including rules for the     
conduct of the Special Meeting. The Board of Directors knows of no other matter 
to be presented at the Special Meeting. It is the intention of the persons named
as proxies to vote the shares to which the proxies relate according to their    
judgement if any matters not included in this proxy statement do properly come  
before the Special Meeting, unless the contrary is indicated.                   

INDEPENDENT PUBLIC ACCOUNTANTS

         The Board of Directors has selected Price Waterhouse LLP as auditors of
the Company for the current fiscal year. The Company presently expects a        
representative of Price Waterhouse LLP to be present at the SpecialMeeting to   
make a statement if he so desires, and to respond to appropriate questions.     

 STOCKHOLDER PROPOSALS

       Proposals of stockholders intended to be presented at the 1997 Annual
Meeting of Stockholders must comply with Rule 14a-8 of the Securities and       
Exchange Commission promulgated under the Securities Exchange Act of 1934, as   
amended, and must be received at the principal executive offices of the Company 
not later than December 31, 1996.                                               

 SOLICITATION OF PROXIES

         The Company will bear the cost of solicitation of proxies. Solicitation
of proxies by mail of certain stockholders may be followed by telephone or other
personal solicitation by officers or other employees of the Company.            

              By order of the Board of Directors
Eye Technology, Inc.

           Samuel P. Sears, Jr., SECRETARY

        If you do not expect to be present at the meeting and wish your shares
to be voted, you are requested to date, sign, and mail promptly the enclosed    
proxy which is being solicited on behalf of management. A return envelope which 
requires no postage is enclosed for that purpose.                               

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED DECEMBER
31, 1995, INCLUDING THE FINANCIAL STATEMENTS THERETO, AS FILED WITH THE         
SECURITIES AND EXCHANGE COMMISSION, WILL BE AVAILABLE AT THE MEETING AND MAY BE 
OBTAINED WITHOUT CHARGE BY WRITING TO DEBRA M. SEAGRIST, VICE PRESIDENT-PRODUCT 
DEVELOPMENT, EYE TECHNOLOGY, INC., 1983 SLOAN PLACE, ST. PAUL, MINNESOTA 55117. 

                              EYE TECHNOLOGY, INC.          NO. OF SHARES:______
PROXY FOR 1996 SPECIAL MEETING IN LIEU OF ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD OCTOBER 7, 1996

     The undersigned, having received a Notice of Meeting and Proxy Statement of
the Board of Directors dated August 30, 1996 (hereinafter the "Proxy            
Statement"), hereby appoint(s) Robert J. Fitzsimmons and Samuel P. Sears, Jr.,  
or any one or more of them, attorneys or attorney of the undersigned (with full 
power of substitution in them and in each of them), for and in the name(s) of   
the undersigned to attend the Special Meeting of Stockholders of Eye Technology,
Inc. to be held at the offices of the Company, on Monday, October 7, 1996 at    
10:00 a.m. and any adjournment or adjournments thereof, and there to vote and   
act in regard to all powers the undersigned would possess, if personally        
present, and especially (but without limiting the general authorization and     
power hereby given) to vote and act as follows:                                 

(1)  Election of Directors                                                      

[ ] FOR the nominee listed below                                                

[ ] WITHHOLD AUTHORITY to vote                                                  
for nominee listed below                                                

[ ] ABSTAIN from voting for                                                     
the nominee listed below                                                

 Nominee: Samuel P. Sears, Jr.

--------------------------------------------------------------------------------

 (CONTINUED AND TO BE SIGNED, ON THE OTHER SIDE)

THIS PROXY IS SOLICITIED ON BEHALF OF THE BOARD OF DIRECTOS.

2.    To consider and act upon any matters incidental to the foregoing, and any 
    other business which may properly come before the Special Meeting or any
and all adjournments.                                               

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE           
STOCKHOLDER. THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR       
PROPOSAL 1 ABOVE. IF NO INSTRUCTIONS ARE INDICATED, THE UNDERSIGNED'S VOTE WILL 
BE CAST IN THE ELECTION OF THE DIRECTOR FOR THE NOMINEE LISTED IN THE PROXY     
STATEMENT.                                                                      

The undersigned hereby confer(s) upon said attorneys and proxies and each of    
them, discretionary authority to vote (i) upon any other matters or proposals   
not known at the time of solicitation of this proxy which may properly come     
before the Meeting, and (ii) with respect to the selection of a director in the 
event the nominee for director is unable to stand for election due to death,    
incapacity or other unforeseen emergency.                                       

Attendance of the undersigned, at the Special Meeting or at any adjournments    
thereof will not be deemed to revoke this proxy unless the undersigned shall    
affirmatively indicate thereat his or her intention to vote said shares in      
person. If a fiduciary capacity is attributed to the undersigned in the address 
on the envelope in which this proxy was received by the undersigned, this proxy 
is signed by the undersigned in that capacity.                                  

                                       -----------------------------------------

                                       -----------------------------------------
                                       IN SIGNING,  PLEASE WRITE NAME EXACTLY AS
                                       APPEARING  ON  IMPRINT.  FOR  STOCK  HELD
                                       JOINTLY,    EACH   JOINT   OWNER   SHOULD
                                       PERSONALLY    SIGN.   WHEN   SIGNING   AS
                                       ATTORNEY,    EXECUTOR,     ADMINISTRATOR,
                                       TRUSTEE  OR  GUARDIAN,  PLEASE  GIVE FULL
            TITLE AS SUCH.

                                               DATE: _____________________, 1996

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘DEFS14A’ Filing		Date		Other Filings
		1/31/01		SC 13D
		10/31/99
		2/28/99
		12/31/96		10KSB40
For Period End:		10/7/96
Filed on:		9/11/96
		9/9/96
		8/30/96
		8/28/96
		6/30/96		10QSB
		12/31/95
		12/31/94
		12/31/93
				List all Filings