UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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[Mark One] |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2002
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 0-23315
enherent Corp.
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Delaware |
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No. 13-3914972 |
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(State or other jurisdiction of incorporation) |
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(I.R.S. Employer Identification Number) |
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12300 Ford Road, Suite 450 |
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Dallas, Texas 75234 |
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(Address of principal executive offices) |
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(972) 243-8345 |
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(Telephone number, including area code) |
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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 ý NO o
Indicate the number of share outstanding of each of the issuer’s classes of common stock:
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Class |
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Shares outstanding as of August 12, 2002 |
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Common stock, par value $.001 |
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17,502,188 |
enherent Corp. and Subsidiaries
2
enherent Corp. and Subsidiaries
(In thousands, except number of shares)
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June 30 |
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December
31 |
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(unaudited) |
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Assets |
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Current assets: |
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Cash and equivalents |
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$ |
3,835 |
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$ |
5,269 |
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Accounts receivable, net of allowance of $130 at June 30, 2002 and $256 at December 31, 2001 |
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2,559 |
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3,208 |
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Prepaid expenses and other current assets |
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450 |
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460 |
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Total current assets |
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6,844 |
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8,937 |
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Fixed assets, net |
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796 |
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1,382 |
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Other assets |
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66 |
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95 |
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Total assets |
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$ |
7,706 |
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$ |
10,414 |
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Liabilities and stockholders’ equity |
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Current liabilities: |
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Accrued compensation |
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$ |
710 |
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$ |
680 |
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Accounts payable and other accrued expenses |
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1,313 |
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988 |
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Current portion of capital lease obligations |
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20 |
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21 |
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Deferred revenue |
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120 |
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144 |
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Total current liabilities |
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2,163 |
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1,833 |
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Capital lease obligations, net of current portion |
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9 |
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20 |
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Deferred rent |
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74 |
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91 |
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Total liabilities |
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2,246 |
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1,944 |
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Series A senior participating redeemable convertible preferred stock, $0.001 par value; authorized—10,000,000 shares, 7,000,000 shares issued and outstanding at June 30, 2002 and 8,000,000 shares issued and outstanding December 31, 2001 |
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5,293 |
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5,769 |
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Common stockholders’ equity: |
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Common stock, $0.001 par value; authorized—50,000,000 shares; issued—19,351,311 shares, outstanding—17,502,188 shares at June 30, 2002 and issued—18,351,311 shares, outstanding—17,502,188 shares at December 31, 2001 |
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19 |
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18 |
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Additional paid-in capital |
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94,412 |
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94,212 |
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Treasury stock, at cost—1,849,123 shares |
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(366 |
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(166 |
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Accumulated deficit |
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(93,898 |
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(91,363 |
) |
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Total common stockholders’ equity |
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167 |
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2,701 |
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Total liabilities and stockholders’ equity |
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$ |
7,706 |
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$ |
10,414 |
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See accompanying notes.
3
enherent Corp. and Subsidiaries
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
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Three
Months |
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Six Months |
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2002 |
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2001 |
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2002 |
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2001 |
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Revenues |
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$ |
5,551 |
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$ |
7,402 |
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$ |
11,467 |
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$ |
15,567 |
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Cost of revenues |
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4,333 |
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5,273 |
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9,057 |
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11,253 |
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Gross profit |
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1,218 |
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2,129 |
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2,410 |
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4,314 |
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Selling, general and administrative expenses |
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2,254 |
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3,783 |
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5,242 |
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9,487 |
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Loss from operations |
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(1,036 |
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(1,654 |
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(2,832 |
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(5,173 |
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Other income (expense): |
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Miscellaneous income |
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3 |
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98 |
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3 |
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141 |
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Interest expense |
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(2 |
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(1 |
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(7 |
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(19 |
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Interest income |
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9 |
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62 |
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25 |
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149 |
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Net loss |
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(1,026 |
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(1,495 |
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(2,811 |
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(4,902 |
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Preferred stock accretion and income applicable to common shareholders |
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(124 |
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(126 |
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276 |
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(248 |
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Net loss applicable to common stockholders |
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$ |
(1,150 |
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$ |
(1,621 |
) |
$ |
(2,535 |
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$ |
(5,150 |
) |
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Basic and diluted net loss per share applicable to common stockholders |
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$ |
(.07 |
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$ |
(.09 |
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$ |
(.14 |
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$ |
(.29 |
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Number of shares used in computing basic and diluted net loss per share |
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17,502 |
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17,525 |
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17,502 |
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17,917 |
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See accompanying notes.
4
enherent Corp. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
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Six Months Ended June 30 |
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2002 |
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2001 |
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Cash flows from operating activities |
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Net loss |
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$ |
(2,811 |
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$ |
(4,902 |
) |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation and amortization |
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605 |
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1,305 |
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Provision (credit) for doubtful accounts |
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(126 |
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1,141 |
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Loss on disposal of fixed assets |
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1 |
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308 |
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Deferred rent |
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(17 |
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(14 |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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775 |
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936 |
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Prepaid expenses and other current assets |
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10 |
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32 |
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Other assets |
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29 |
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(8 |
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Accrued compensation |
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30 |
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95 |
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Accounts payable and other accrued expenses |
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325 |
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(502 |
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Deferred revenue |
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(24 |
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— |
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Net cash used in operating activities |
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(1,203 |
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(1,609 |
) |
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Cash flows from investing activities |
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Sale of marketable securities |
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— |
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728 |
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Purchases of fixed assets |
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(20 |
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(10 |
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Proceeds from sale of fixed assets |
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— |
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12 |
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Net cash provided by (used in) investing activities |
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(20 |
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730 |
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Cash flows from financing activities |
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Purchase of treasury stock |
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(200 |
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(166 |
) |
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Principal payments under capital lease obligations |
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(11 |
) |
(12 |
) |
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Net cash provided by (used in) financing activities |
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(211 |
) |
(178 |
) |
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Net decrease in cash and equivalents |
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(1,434 |
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(1,057 |
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Cash and equivalents at beginning of period |
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5,269 |
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5,628 |
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Cash and equivalents at end of period |
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$ |
3,835 |
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$ |
4,571 |
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Supplemental disclosure of cash flow information |
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Interest paid |
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$ |
7 |
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$ |
19 |
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See accompanying notes.
5
enherent Corp.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The unaudited consolidated financial statements presented herein have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying consolidated financial statements include all adjustments (consisting only of normal recurring entries, except as disclosed) considered necessary for a fair presentation of the financial condition and results of operations for the periods presented. The results of operations for the three-month and six-month periods ended June 30, 2002 are not necessarily indicative of the results that may be expected for the year ending December 31, 2002. The statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the enherent Corp. (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2001.
In August 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” (SFAS No. 144) which is effective for the Company beginning January 1, 2002, and supersedes “Accounting for the Impairment or Disposal of Long-Lived Assets and for Long-Lived Assets to Be Disposed of” (SFAS No. 121). SFAS No. 144 provides a single method of accounting for long-lived assets to be disposed of and retains requirements found in SFAS No. 121 with regards to the impairments of long-lived assets. The implementation of SFAS No. 144 did not have a material effect on the Company’s results of operations, cash flows or financial position in the three-month and six-month periods ended June 30, 2002.
2. Principles of Consolidation
The accompanying financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
3. Revenue Recognition
On January 1, 2002, the Company adopted FASB Staff Announcement Topic No. D-103, “Income Statement Characterization of Reimbursements Received for “Out-of-Pocket” Expenses Incurred.” As a result, the Company began recording revenue and a related cost of revenue in its statement of operations for reimbursements of out-of-
6
pocket expenses such as airfare, hotel lodging, meals, auto rental and other charges related to providing services to the Company’s out-of-town customers.
For the three and six months ended June 30, 2002 the Consolidated Statement of Operations includes approximately $15,000 and $36,000 of reimbursable expenses recorded as revenue and cost of revenue, respectively. Reimbursable expenses for the three and six months ended June 30, 2001 were not significant.
4. Conversion of Preferred Stock
On January 30, 2002, with the approval of its Board of Directors, enherent entered into a Stock Purchase Agreement with The Travelers Indemnity Company (“The Travelers”). The Travelers converted 1,000,000 shares of its Series A Senior Participating Redeemable Convertible Preferred Stock to 1,000,000 shares of enherent common stock. Under the terms of the Stock Purchase Agreement, The Travelers then sold the 1,000,000 shares of common stock to enherent for $200,000. enherent has retired the 1,000,000 shares of Series A Senior Participating Redeemable Convertible Preferred Stock. The preferred stock was carried at approximately $720,000 at the date of the transaction. Because the common stock was purchased below the carrying value of the preferred stock, a benefit to common shareholders of approximately $527,000 was recorded.
The remaining preferred stock is being accreted to its liquidation value at April 12, 2005. Accretion of approximately $124,000 and $251,000 was recorded in the three and six month periods ended June 30, 2002, respectively.
5. Loss Per Share
The following sets forth the computation of basic and diluted loss per share (in thousands, except per share data):
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Three months ended |
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Six months ended |
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2002 |
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2001 |
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2002 |
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2001 |
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Numerator: |
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Net loss available to common shareholders |
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$(1,150 |
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$ (1,621 |
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$ (2,535 |
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$ (5,150 |
) |
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Denominator: |
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Weighted average of shares outstanding |
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17,502 |
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17,525 |
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17,502 |
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17,917 |
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Basic and diluted loss per share |
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$ (.07 |
) |
$ (.09 |
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$ (.14 |
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$ (.29 |
) |
The Company has excluded the impact of the redeemable convertible preferred stock and related warrants and stock options outstanding under the Company’s stock option plan as the effect would be anti-dilutive.
6. Office Closure
The Company announced on June 3, 2002 its intentions to close the Company’s Barbados Solution Center to reduce costs and
improve operating efficiency. The
7
Company implemented a plan to close the Barbados Solution Center and recorded a pretax charge of approximately $440,000 in the period ended June 30, 2002. The Company recorded a liability of approximately $200,000 for severance and other employee costs for 28 support staff and $95,000 for facility-related costs. The pretax charge includes approximately $145,000 to write the fixed assets down to their market value. The liability is expected to be paid and the office closed by October 31, 2002.
7. Contingencies
A former Chief Financial Officer of the Company filed a Demand for Arbitration on or about October 27, 2000, claiming that at the time of his termination he was entitled to stock options worth $3,000,000 or the stock option value in cash. The Company filed a Motion for Summary Judgment that was denied on November 13, 2001. The parties reached a settlement agreement on May 22, 2002, for amounts substantially less than the amount claimed. At March 31, 2002, an accrual was recorded for the settlement amount and as of June 30, 2002 all amounts have been paid.
In the normal course of business, various claims are made against the Company. At this time, in the opinion of management, there are no pending claims the outcome of which are expected to result in a material adverse effect on the consolidated financial position or results of operations of the Company.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Results of Operations
Revenue. Revenues decreased $1.8 million during the three-month period ended June 30, 2002 to $5.6 million compared to $7.4 million for the three-month period ended June 30, 2001. Revenues decreased $4.1 million for the six-month period ended June 30, 2002 to $11.5 million compared to $15.6 for the six-month period ended June 30, 2001. The decrease in revenue was a result of the completion of client projects, non-renewal of certain client assignments and billing rate reductions.
Cost of Revenues. Cost of revenues decreased $1.0 million to $4.3 million for the three-month period ended June 30, 2002 from $5.3 million in the comparable period in 2001. Cost of revenues decreased $2.2 million for the six-month period ended June 30, 2002 to $9.1 million compared to $11.3 million for the six-month period ended June 30, 2001. The decrease in cost of revenues was attributable to the overall decrease in revenues. Cost of revenues as a percentage of revenues increased to approximately 78% for the three-month period ended June 30, 2002 from 71% for the three-month period ended June 30, 2001. Cost of revenues as a percentage of revenues increased to approximately 79% for the six-month period ended June 30, 2002 from approximately 72% for the six-month
8
period ended June 30, 2001. The increase in the cost of revenues as a percentage of revenues is due to higher personnel costs and lower billing rates.
Gross Profit. Gross profit decreased as a percentage of revenues to approximately 22% in the three-month period ended June 30, 2002 from 29% for the comparable period in 2001. Gross profit decreased as a percentage of revenues to approximately 21% in the six-month period ended June 30, from 28% for the comparable period in 2001. The decrease in gross profit was attributable to the overall decrease in revenues, higher personnel costs and lower billing rates.
Selling, General & Administrative Expenses (SG&A). SG&A expenses decreased approximately 40% to $2.3 million in the three-month period ended June 30, 2002 from $3.8 million for the comparable period in 2001. SG&A as a percentage of revenue decreased to 41% for the three-month period ended June 30, 2002 from 51% for the comparable period in 2001. SG&A expenses decreased 44% to $5.2 million in the six-month period ended June 30, 2002 from $9.5 million in the comparable period in 2001. SG&A as a percentage of revenue decreased to 46% for the six-month period ended June 30, 2002 from 61% for the comparable period in 2001. The decrease in SG&A expenses resulted due to cost-cutting measures and a reduction in bad debt expense, partially offset by the costs associated with the settlement of litigation and the closure of the Barbados Solution Center. The Company implemented a plan to close the Barbados Solution Center and recorded a pretax charge of approximately $440,000 in the period ended June 30, 2002. The Company recorded a liability of approximately $200,000 for severance and other employee costs for 28 support staff and $95,000 for facility-related costs. The pretax charge includes approximately $145,000 to write the fixed assets down to their market value. The liability is expected to be paid and the office closed by October 31, 2002.
Loss from Operations: For the reasons set forth above, loss from operations for the three-months ended June 30, 2002 decreased to $1.0 million as compared to a loss from operations of $1.7 million in the comparable period in 2001. As a percentage of revenues, the loss from operations for the three months ended June 30, 2002 decreased to 19% as compared to approximately 22% in the comparable period in 2001. Loss from operations for the six months ended June 30, 2002 decreased to $2.8 million as compared to a loss from operations of $5.2 million in the comparable period in 2001. As a percentage of revenues, the loss from operations for the six months ended June 30, 2002 decreased to 25% as compared to approximately 33% in the comparable period in 2001.
9
Liquidity and Capital Resources
Working Capital: The Company’s working capital decreased to approximately $4.7 million at June 30, 2002 from $7.1 million at December 31, 2001. Cash and equivalents and marketable debt securities were $3.8 million at June 30, 2002 compared to $5.3 million at December 31, 2001. The primary use of cash during the six months ended June 30, 2002 was to fund the net loss of $2.8 million and to purchase one million shares of the Company’s common stock for $200,000. The Company’s accounts receivables were $2.6 million at June 30, 2002 and $3.2 million at December 31, 2001. Billed days sales outstanding, net of allowance for doubtful accounts, was 42 days at June 30, 2002 and 39 days at December 31, 2001.
The Company anticipates that its primary uses of working capital in the near term will be to fund the Company’s operations. Management believes that the cash equivalents are sufficient to fund operations for the next 12 months. If cash generated from operations is insufficient to satisfy the Company’s liquidity requirements, the Company may in the future be required to seek additional sources of financing, including borrowing and/or the sale of equity securities which may result in further dilution to shareholders. No assurance can be given that any such additional sources of financing will be available on acceptable terms.
Significant Accounting Policies
In August 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” (SFAS No. 144) which is effective for the Company beginning January 1, 2002, and supersedes “Accounting for the Impairment or Disposal of Long-Lived Assets and for Long-Lived Assets to Be Disposed of” (SFAS No. 121). SFAS No. 144 provides a single method of accounting for long-lived assets to be disposed of and retains requirements found in SFAS No. 121 with regards to the impairments of long-lived assets. The implementation of SFAS No. 144 did not have a material effect on the Company’s results of operations, cash flows or financial position in the three-month and six-month periods ended June 30, 2002.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
For the period ended June 30, 2002, the Company did not experience any material changes in market risk exposures that affect the quantitative and qualitative disclosures presented in the Company’s 2001 Annual Report on Form 10-K.
10
A former Chief Financial Officer of the Company filed a Demand for Arbitration on or about October 27, 2000, claiming that at the time of his termination he was entitled to stock options worth $3,000,000 or the stock option value in cash. The Company filed a Motion for Summary Judgment that was denied on November 13, 2001. The parties reached a settlement agreement on May 22, 2002, for amounts substantially less than the amount claimed. At March 31, 2002, an accrual was recorded for the settlement amount and as of June 30, 2002 all amounts have been paid.
In the normal course of business, various claims are made against the Company. At this time, in the opinion of management, there are no pending claims the outcome of which are expected to result in a material adverse effect on the consolidated financial position or results of operations of the Company.
Item. 4. Submission of Matters to a Vote of Security Holders.
Director Election Results.
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Class III Director |
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Affirmative Votes |
|
Withheld Votes |
|
|
Robert D. Merkl |
|
19,570,803 |
|
371,340 |
|
Other directors whose terms continued after the annual meeting and their term expiration date.
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Class III Director |
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Class |
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Term |
|
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Douglas K. Mellinger |
|
I |
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Expires 2004 |
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Isaac Shapiro |
|
I |
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Expires 2004 |
|
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Robert P. Florenza |
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II |
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Expires 2003 |
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Irwin J. Sitkin |
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II |
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Expires 2003 |
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Dan S. Woodward |
|
II |
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Expires 2003 |
|
11
On April 23, 2002, Jack L. Rivkin resigned from the Board of Directors of the Company effective immediately for personal reasons.
On April 30, 2002, Ronald E. Weinberg resigned from the Board of Directors of the Company effective immediately. Mr. Weinberg indicated to the Company in his resignation letter that his goals differed from those of other members of the Board of Directors and that he believed that he could no longer serve effectively.
On April 30, 2002, the Company entered into an employment agreement with Dan S. Woodward for an initial one-year term (the “Woodward Agreement”) commencing on January 1, 2002. The Woodward Agreement provides for an automatic renewal on January 1, 2003 for an additional 12-month period. The term of the Woodward Agreement includes the renewal period.
Under the Woodward Agreement, Mr. Woodward serves as Chief Executive Officer and Chairman of the Board, earning a base salary of $318,000, with a target bonus opportunity of $100,000 and an over-achievement bonus opportunity of $50,000. Mr. Woodward received a retention incentive bonus of $50,000 upon execution of the Woodward Agreement and will receive an additional $50,000 on January 1, 2003. The Company agreed to pay over the term of the Woodward Agreement up to a total of $50,000 per year as reimbursement for all reasonable and documented costs associated with Mr. Woodward’s traveling to and from his residence, local housing, automobile costs and other costs directly related to Mr. Woodward’s housing or travel. The annual base salary will be reviewed annually by the Board of Directors and increased (but not decreased) if the Board of Directors, in its discretion, determines such an increase to be appropriate.
If Mr. Woodward’s employment is terminated (i) by the Company Without Cause (as defined in the Woodward Agreement), or (ii) by Mr. Woodward for Good Reason (as defined in the Woodward Agreement)) prior to the expiration of the term of the Woodward Agreement, the Company shall pay Mr. Woodward (i) his current annual base salary for the shorter of (a) one (1) year, and (b) the remainder of the term of the Woodward Agreement; (ii) any earned performance bonus prorated as of the date of termination; and (iii) the retention bonus required to be paid January 1, 2003 if such termination occurs prior to that date. Payment will be made in accordance with the Company’s current payroll practices. Additionally, if Mr. Woodward’s employment is terminated by the Company Without Cause or by Mr. Woodward for Good Reason, any stock options granted to Mr. Woodward shall be exercisable as per the original vesting schedule of the applicable option grant.
The Woodward Agreement provides that a Change in Control (as defined in the Woodward Agreement) in the Company during the term of the Woodward Agreement, resulting in a material adverse change in duties, responsibilities or role, or reporting
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relationships of Mr. Woodward, shall be treated as a termination by the Company Without Cause. If such termination Without Cause occurs following Change in Control, Mr. Woodward shall be entitled to elect to receive such termination payments in a single lump sum and all stock options held by Mr. Woodward shall become immediately exercisable, except that the Company’s Board of Directors may elect to exchange such options for a cash payment.
On May 8, 2002 Michael Enthoven resigned from the Board of Directors of the Company effective immediately for personal reasons.
On May 10, 2002 Robert Merkl was elected as a Director of the Company to replace outgoing Director Michael Enthoven.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following is a list of exhibits filed as part of this quarterly report on Form 10-Q:
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Exhibit No. |
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Description of Exhibits |
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3.1 |
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Restated Certificate of Incorporation (Incorporated by reference to Exhibit 4.1 of the Company’s Form S-8 filed January 22, 1998). |
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3.2 |
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Certificate of Amendment of Restated Certificate of Incorporation of enherent Corp. (Incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-K filed April 4, 2001). |
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3.3 |
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Amended and Restated Bylaws (Incorporated by reference to Exhibit 4.2 of the Company’s Form S-8 filed January 22, 1998). |
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4.1 |
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Form of Certificate of Common Stock (Incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K filed March 22, 2002). |
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4.2 |
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Securities Purchase Agreement dated April 13, 2000, by and among PRT Group Inc. and the Investors named therein (Incorporated by reference to Exhibit 99.1 of the Company’s Form 8-K filed April 14, 2000). |
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4.3 |
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Form of Certificate of Designations (Incorporated by reference to Exhibit 99.2 of the Company’s Form 8-K filed April 14, 2000). |
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4.4 |
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Form of Warrant (Incorporated by reference to Exhibit 99.3 of the Company’s form 8-K filed April 14, 2000). |
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10.1 |
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Employment Agreement between Dan Woodward and the Company dated April 30, 2002 (Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10 Q filed May 14, 2002). |
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99.1 |
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of CFO and CEO (Filed herewith). |
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99.2 |
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Nominating Committee Charter approved by the Board of Directors at their May 10, 2002 meeting (Filed herewith). |
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99.3 |
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Compensation Committee Charter approved by the Board of Directors at their August 1, 2002 meeting (Filed herewith). |
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(b) Reports on Form 8-K
On May 2, 2002, the Company filed a Current Report on Form 8-K with the Securities and Exchange Commission that included disclosure under Item 5 related to the resignation of Ronald E. Weinberg from the Company’s Board of Directors. The Company attached Mr. Weinberg’s letter of resignation to the Form 8-K as Exhibit 99.1. This Current Report on Form 8-K did not include financial statements.
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Pursuant to the requirements 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.
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enherent Corp. |
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DATE August 14, 2002 |
BY |
/s/ Dan S. Woodward |
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Dan S. Woodward |
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Chief Executive Officer |
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DATE August 14, 2002 |
BY |
/s/ George Warman |
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George Warman |
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Chief Financial Officer |
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|
Exhibit No. |
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Description of Exhibits |
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3.1 |
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Restated Certificate of Incorporation (Incorporated by reference to Exhibit 4.1 of the Company’s Form S-8 filed January 22, 1998). |
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3.2 |
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Certificate of Amendment of Restated Certificate of Incorporation of enherent Corp. (Incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-K filed April 4, 2001). |
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3.3 |
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Amended and Restated Bylaws (Incorporated by reference to Exhibit 4.2 of the Company’s Form S-8 filed January 22, 1998). |
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4.1 |
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Form of Certificate of Common Stock (Incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K filed March 22, 2002). |
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4.2 |
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Securities Purchase Agreement dated April 13, 2000, by and among PRT Group Inc. and the Investors named therein (Incorporated by reference to Exhibit 99.1 of the Company’s Form 8-K filed April 14, 2000). |
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4.3 |
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Form of Certificate of Designations (Incorporated by reference to Exhibit 99.2 of the Company’s Form 8-K filed April 14, 2000). |
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4.4 |
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Form of Warrant (Incorporated by reference to Exhibit 99.3 of the Company’s form 8-K filed April 14, 2000). |
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10.1 |
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Employment Agreement between Dan Woodward and the Company dated April 30, 2002 (Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10 Q filed May 14, 2002). |
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99.1 |
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of CFO and CEO (Filed herewith). |
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99.2 |
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Nominating Committee Charter approved by the Board of Directors at their May 10, 2002 meeting (Filed herewith). |
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99.3 |
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Compensation Committee Charter approved by the Board of Directors at their August 1, 2002 meeting (Filed herewith). |
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