EXHIBIT 32
AMENDMENT TO RULE 10b5-1 TRADING PLAN
The Sales Plan dated April 12, 2001 (the "Sales Plan") entered into between
Xxxxx Xxxxxx ("Seller") and UBS PaineWebber Inc. ("UBS PaineWebber"), acting as
agent, for the purpose of establishing a trading plan that complies with Rule
10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") is amended as follows, with the consent of UBS PaineWebber:
1. Exhibit A to the Sales Plan is amended such that the limit price
(within table) as referenced in paragraph 3 is changed to comply with
the limit prices listed in the below table.
REPORTED PRICE OF OPENING REPORTED MARKET
TRANSACTION IN THE STOCK NUMBER OF SHARES
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If the Price is below $ 5.60 None
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If the price is between $ 5.60 and $ 6.49 1,000 shares per week
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If the price is between $ 6.50 and $ 7.99 2,000 shares per week
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If the price is between $ 8.00 and $ 9.99 10,000 shares per week
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If the price is above $10.00 Maximum number of shares available
under the Plan, subject to Rule
144 volume limitations
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Seller certifies that the representations and warranties of Seller contained in
the Sales Plan are true at and as of the date hereof as if made at and as of
such date.
Seller has obtained a new Issuer Certificate in the form of Exhibit B.
/s/ Xxxxx Xxxxxx 7/12/02
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Xxxxx Xxxxxx
/s/ Xxxxxxx Xxxxx
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UBS PaineWebber Incorporated
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
EXHIBIT B
THIS EXHIBIT B MAY NOT BE AMENDED EXCEPT IN ACCORDANCE WITH THE SALES PLAN.
ISSUER CERTIFICATE
1. Issuer ("Issuer") certifies that it has approved, and retained a copy
of, the Sales Plan dated April 12, 2001 (the "Sales Plan") between
Seller ("Seller") and UBS PaineWebber Incorporated ("UBS PaineWebber")
relating to the common stock, par value $.01 per share, of Issuer (the
"Stock") and the Amendment to Rule 10b5-1 Sales Plan dated as of July
10, 2002 (together, the "Amended Sales Plan").
2. The sales to be made by UBS PaineWebber for the account of Seller
pursuant to the Amended Sales Plan will not violate Issuer's xxxxxxx
xxxxxxx policies, and, to the best of Issuer's knowledge, there are no
legal, contractual or regulatory restrictions applicable to Seller or
Seller's affiliates as of the date of this representation that would
prohibit either Seller from entering into the Sales Plan or any sales
pursuant to the Sales Plan.
3. During the Plan Sales Period, Issuer agrees to provide notice as soon
as practicable to UBS PaineWebber in the event of:
(a) a Qualifying Securities Offering and of the corresponding
Suspension Date and Resumption Date (each as defined in the Sales
Plan); or
(b) a legal, contractual or regulatory restriction applicable to
Seller or Seller's affiliates that would prohibit any sale
pursuant to the Sales Plan (other than any such restriction
relating to Seller's possession or alleged possession of material,
nonpublic information about issuer or its securities, except as
provided in paragraph 3(b)(ii) below). Such restrictions shall
include, without limitation, any restriction related to:
(i) a merger or acquisition to be accounted for as "pooling of
interests," and Issuer has been advised by its independent
accountants that the contemplated business combination will
not be accounted for as a "pooling of interests" if sales
pursuant to the Sales Plan do not cease or
(ii) Seller's possession of material, nonpublic information in
connection with a tender offer for Issuer's securities,
transaction on the basis of which would violate Rule 14e-3 of
the Exchange Act.
Such notice shall be provided by facsimile to Xxxx Xxxx at UBS
PaineWebber, at 000-000-0000 and shall indicate the anticipated
duration of the restriction but shall not include any other information
about the nature of the restriction or its applicability to Seller. In
any event, Issuer shall not communicate any material nonpublic
information about Issuer or its securities to UBS PaineWebber with
respect to the Sales Plan.
4. To avoid delays in connection with transfers of stock certificates and
settlement of transactions under the Sales Plan, and in acknowledgment
of UBS PaineWebber's agreement in paragraph 6(b) of the Sales Plan that
sales of Stock under the Sales Plan will be effected in compliance with
Rule 144, Issuer agrees that it will, immediately upon Seller's
directing delivery of Stock into an account at UBS PaineWebber in the
name of and for the benefit of Seller, instruct its transfer agent to
process the transfer of shares and issue a new certificate to Seller
that does not bear any legend or statement restricting its
transferability to a buyer.
Dated: 7/12/02
By: /s/ X.X. Xxxxxxx XX
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X.X. Xxxxxxx XX
President
