þ
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934.
|
For
the quarterly period ended June 30, 2008
|
|
or
|
|
o
|
TRANSACTION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the transition period from ______________________
to_______________________
|
New
York
|
11-0853640
|
(State
or other Jurisdiction of
|
(I.R.S.
Employer Identification No.)
|
incorporation
or organization)
|
616
N. North Court, Suite 120
|
|
Palatine,
Illinois
|
60067
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Large
accelerated filer o
|
Accelerated
filer o
|
Non-accelerated
filer þ
|
Smaller
reporting company o
|
Page No.
|
||
Item
1.
|
Financial
Statements (Unaudited)
|
|
Consolidated
Balance Sheets June 30, 2008 and December 31, 2007
|
1
|
|
Consolidated
Statements of Operations Three months and six months ended June 30,
2008
and June 30, 2007
|
2
|
|
Consolidated
Statement of Stockholders’ Equity Six months ended June 30, 2008
|
3
|
|
Consolidated
Statements of Cash Flows Six months ended June 30, 2008 and June
30, 2007
|
4
|
|
Notes
to Consolidated Financial Statements
|
6
|
|
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of Operations
|
12
|
Item
4.
|
Controls
and Procedures
|
18
|
PART
II. OTHER INFORMATION
|
||
Item
1A.
|
Risk
Factors Relating to the Company
|
18
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
19
|
Item
6.
|
Exhibits
|
20
|
Signatures
|
21
|
June 30,
2008
|
December 31,
2007
|
||||||
ASSETS
|
|||||||
Current
Assets
|
|||||||
Cash
and cash equivalents
|
$
|
32,924
|
$
|
31,368
|
|||
Short-term
investments
|
5,000
|
-
|
|||||
Collaboration
revenue receivable
|
1,977
|
2,977
|
|||||
Prepaid
clinical study costs
|
-
|
388
|
|||||
Prepaid
insurance
|
486
|
202
|
|||||
Prepaid
expense and other current assets
|
151
|
47
|
|||||
Deferred
income taxes
|
38
|
9,600
|
|||||
Total
current assets
|
40,576
|
44,582
|
|||||
Property,
plant and equipment, net
|
1,123
|
1,046
|
|||||
Total
assets
|
$
|
41,699
|
$
|
45,628
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
Current
Liabilities
|
|||||||
Deferred
program fee revenue – current portion
|
$
|
5,053
|
$
|
21,942
|
|||
Accrued
expenses
|
597
|
334
|
|||||
Total
current liabilities
|
5,650
|
22,276
|
|||||
Non-Current
Liabilities
|
|||||||
Deferred
program fee revenue – non current portion
|
2,105
|
4,632
|
|||||
Total
liabilities
|
7,755
|
26,908
|
|||||
Commitments
and contingencies (Note 9)
|
|||||||
Stockholders’
Equity
|
|||||||
Common
stock - $.01 par value; 650,000 shares authorized; 42,723 and 42,706
shares
issued
and outstanding at June 30, 2008 and December 31, 2007,
respectively
|
427
|
427
|
|||||
Additional
paid-in capital
|
341,058
|
340,153
|
|||||
Accumulated
deficit
|
(307,541
|
)
|
(321,860
|
)
|
|||
Total
stockholders’ equity
|
33,944
|
18,720
|
|||||
Total
liabilities and stockholders’ equity
|
$
|
41,699
|
$
|
45,628
|
For the Six Months
Ended June 30,
|
For the Three Months
Ended June 30,
|
||||||||||||
2008
|
2007
|
2008
|
2007
|
||||||||||
Revenue
|
|||||||||||||
Program
fee revenue
|
$
|
22,415
|
$
|
-
|
$
|
8,708
|
$
|
-
|
|||||
Milestone
revenue
|
5,000
|
-
|
5,000
|
-
|
|||||||||
Collaboration
revenue
|
5,354
|
-
|
1,977
|
-
|
|||||||||
Total
revenue
|
32,769
|
-
|
15,685
|
-
|
|||||||||
Operating
Expenses
|
|||||||||||||
Research
and development expenses
|
7,166
|
1,948
|
3,084
|
752
|
|||||||||
Marketing,
general and administrative expenses
|
2,244
|
1,366
|
1,374
|
588
|
|||||||||
Total
operating expenses
|
9,410
|
3,314
|
4,458
|
1,340
|
|||||||||
Operating
income (loss)
|
23,359
|
(3,314
|
)
|
11,227
|
(1,340
|
)
|
|||||||
|
|||||||||||||
Other
Income (Expense)
|
|||||||||||||
Interest
income (expense), net
|
504
|
(809
|
)
|
207
|
(447
|
)
|
|||||||
Amortization
of debt discount
|
-
|
(2,102
|
)
|
-
|
(410
|
)
|
|||||||
Loss
on fair value change of conversion features
|
-
|
(3,483
|
)
|
-
|
-
|
||||||||
Loss
on fair value change of common stock warrants
|
-
|
(1,668
|
)
|
-
|
-
|
||||||||
Other
income (expense)
|
17
|
(2
|
)
|
17
|
(2
|
)
|
|||||||
Gain
on asset disposals
|
1
|
20
|
1
|
-
|
|||||||||
Total
other income (expense)
|
522
|
(8,044
|
)
|
225
|
(859
|
)
|
|||||||
Income
(loss) before income tax expense
|
23,881
|
(11,358
|
)
|
11,452
|
(2,199
|
)
|
|||||||
Income
tax expense
|
9,562
|
-
|
4,582
|
-
|
|||||||||
Net
Income (Loss)
|
$
|
14,319
|
$
|
(11,358
|
)
|
$
|
6,870
|
$
|
(2,199
|
)
|
|||
Earnings
(loss) per share
|
|||||||||||||
Basic
|
$
|
0.31
|
$
|
(0.32
|
)
|
$
|
0.15
|
$
|
(0.06
|
)
|
|||
Diluted
|
$
|
0.28
|
$
|
(0.32
|
)
|
$
|
0.13
|
$
|
(0.06
|
)
|
|||
Weighted
average shares used in computation
|
|||||||||||||
Basic
|
45,665
|
35,404
|
45,673
|
35,540
|
|||||||||
Diluted
|
51,319
|
35,404
|
51,327
|
35,540
|
Common
Stock
$0.01 Par
Value -
Shares
|
Common
Stock
$0.01 Par
Value -
Amount
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Total
|
||||||||||||
Balance at
December 31, 2007
|
42,706
|
$
|
427
|
$
|
340,153
|
$
|
(321,860
|
)
|
$
|
18,720
|
||||||
Net
income
|
-
|
-
|
-
|
14,319
|
14,319
|
|||||||||||
Stock
based compensation
|
-
|
-
|
885
|
-
|
885
|
|||||||||||
Exercise
of warrant
|
17
|
-
|
20
|
-
|
20
|
|||||||||||
Balance
at June 30, 2008
|
42,723
|
$
|
427
|
$
|
341,058
|
$
|
(307,541
|
)
|
$
|
33,944
|
|
2008
|
2007
|
|||||
Cash
flows from Operating Activities:
|
|||||||
Net
income (loss)
|
$
|
14,319
|
$
|
(11,358
|
)
|
||
Adjustments
to reconcile net income (loss) to net cash provided by (used in)
operating
activities
|
|||||||
Depreciation
and amortization
|
72
|
61
|
|||||
Amortization
of debt discount
|
-
|
2,102
|
|||||
Loss
on fair value change of conversion features
|
-
|
3,483
|
|||||
Loss
on fair value change of common stock warrants
|
-
|
1,668
|
|||||
Common
stock issued for interest
|
-
|
812
|
|||||
Non-cash
stock compensation expense
|
885
|
722
|
|||||
Gain
on asset disposals
|
(1
|
)
|
(20
|
)
|
|||
Deferred
income taxes
|
9,562
|
-
|
|||||
Impairment
reserve against fixed assets
|
(17
|
)
|
-
|
||||
Changes
in assets and liabilities
|
|||||||
Collaboration
revenue receivable
|
1,000
|
-
|
|||||
Prepaid
expenses and other current assets
|
-
|
60
|
|||||
Accounts
payable
|
-
|
63
|
|||||
Accrued
expenses
|
262
|
188
|
|||||
Deferred
program fee revenue
|
(19,416
|
)
|
-
|
||||
Net
cash provided by (used in) operating activities
|
6,666
|
(2,219
|
)
|
||||
Cash
flows from Investing Activities
|
|||||||
Purchase
of investments
|
(5,000
|
)
|
-
|
||||
Capital
expenditures
|
(131
|
)
|
(29
|
)
|
|||
Proceeds
from asset disposals
|
1
|
20
|
|||||
Net
cash used in investing activities
|
(5,130
|
)
|
(9
|
)
|
|||
Cash
flows from Financing Activities
|
|||||||
Proceeds
from issuance of senior secured term notes payable
|
-
|
2,096
|
|||||
Proceeds
from exercise of stock warrant
|
20
|
-
|
|||||
Payments
on capital lease obligations
|
-
|
(13
|
)
|
||||
Net
cash provided by financing activities
|
20
|
2,083
|
|||||
Increase
(decrease) in cash and cash equivalents
|
1,556
|
(145
|
)
|
||||
Cash
and cash equivalents at beginning of period
|
31,368
|
228
|
|||||
Cash
and cash equivalents at end of period
|
$
|
32,924
|
$
|
83
|
|||
Cash
paid during the period for interest
|
$
|
2
|
$
|
6
|
1.
|
Impaired
fixed assets with a $51,000 net book value were disposed and a $17,000
reduction in the impairment allowance was favorably recognized.
|
1.
|
The
Company issued 47,552 shares of common stock as payment of $460,000
of
Senior Secured Convertible Bridge Term Notes Payable accrued
interest.
|
2.
|
The
Company issued 36,151 shares of common stock as payment of $352,000
of
Secured Term Note Payable accrued
interest.
|
3.
|
Warrants
to purchase an aggregate 58,009 shares of common stock were exercised
at
exercise prices between $1.20 and $6.60 per share in a series of
cashless
exercise transactions resulting in the issuance of an aggregate 31,362
shares of common stock.
|
4.
|
The
issuance of $1,296,000 Senior Secured Convertible Bridge Term Notes
included conversion features measured at $1,188,000, which resulted
in an
equal amount of debt discount. The change in all separated conversion
feature’s fair value through March 30, 2007 resulted in a loss of
$3,483,000. Due to a debt agreement modification on March 30, 2007,
the
then current conversion feature fair value of $21,086,000 was reclassified
from liabilities to equity.
|
5.
|
The
change in the common stock warrants’ fair value through March 30, 2007
resulted in a loss of $1,668,000. Due to a debt agreement modification
on
March 30, 2007, the then current $12,307,000 fair value of all 1,592,100
outstanding common stock warrants was reclassified from liabilities
to
equity, as was $146,000 of such value related to warrants exercised
during
the period.
|
Six
months ended
June
30,
|
Three
months ended
June
30,
|
||||||||||||
(in
thousands, except per share data)
|
2008
|
2007
|
2008
|
2007
|
|||||||||
Basic
earnings (loss) per share
|
|||||||||||||
Numerator:
|
|||||||||||||
Net
income (loss)
|
$
|
14,319
|
$
|
(11,358
|
)
|
$
|
6,870
|
$
|
(2,199
|
)
|
|||
Deemed
dividend from modification of debt
|
-
|
(3
|
)
|
-
|
-
|
||||||||
Net
income (loss) allocable to common shareholder
|
$
|
14,319
|
$
|
(11,361
|
)
|
$
|
6,870
|
$
|
(2,199
|
)
|
|||
Denominator:
|
|||||||||||||
Common
shares (weighted)
|
42,714
|
33,138
|
42,722
|
33,164
|
|||||||||
Vested
restricted stock units (weighted)
|
2,951
|
2,265
|
2,951
|
2,376
|
|||||||||
Weighted
average shares used in computing basic earnings (loss) per share
allocable
to common
shareholder
|
45,665
|
35,403
|
45,673
|
35,540
|
|||||||||
Basic
earnings (loss) per share allocable
to common shareholder
|
$
|
0.31
|
$
|
(0.32
|
)
|
$
|
0.15
|
$
|
(0.06
|
)
|
|||
Diluted
earnings per share
|
|||||||||||||
Denominator:
|
|||||||||||||
Common
shares (weighted)
|
42,714
|
-
|
42,722
|
-
|
|||||||||
Vested
restricted stock units (weighted)
|
2,951
|
-
|
2,951
|
-
|
|||||||||
Stock
options
|
1,746
|
-
|
1,746
|
-
|
|||||||||
Common
stock warrants
|
3,908
|
-
|
3,908
|
-
|
|||||||||
Weighted
average shares used in computing diluted earnings per share allocable
to
common shareholder
|
51,319
|
-
|
51,327
|
-
|
|||||||||
Diluted
earnings (loss) per share allocable to common shareholder
|
$
|
0.28
|
$
|
(0.32
|
)
|
$
|
0.13
|
$
|
(0.06
|
)
|
|||
Excluded
potentially dilutive securities:
|
|||||||||||||
Common
stock issuable (see #1 below):
|
|||||||||||||
Stock
options (vested and nonvested)
|
1,224
|
1,899
|
1,224
|
1,899
|
|||||||||
Nonvested
restricted stock units
|
45
|
492
|
45
|
492
|
|||||||||
Common
stock warrants
|
47
|
1,575
|
47
|
1,575
|
|||||||||
Convertible
bridge term notes
|
-
|
3,770
|
-
|
3,770
|
|||||||||
Total
excluded dilutive common stock equivalents
|
1,316
|
7,736
|
1,316
|
7,736
|
Jun
30,
|
Dec
31,
|
||||||
2008
|
2007
|
||||||
Payroll,
payroll taxes and benefits
|
$
|
132
|
$
|
63
|
|||
Legal
fees
|
57
|
35
|
|||||
Audit
examination and tax preparation fees
|
87
|
120
|
|||||
Franchise
taxes
|
23
|
15
|
|||||
Property
taxes
|
43
|
34
|
|||||
Clinical,
regulatory, trademarks, and patent consulting fees
|
233
|
50
|
|||||
Other
fees and services
|
22
|
17
|
|||||
$
|
597
|
$
|
334
|
Six Months Ended June 30,
|
Change
|
||||||||||||
($ in thousands):
|
2008
|
2007
|
Dollars
|
%
|
|||||||||
Revenue
– Program fee revenue
|
$
|
22,415
|
$
|
-
|
$
|
22,415
|
*
|
%
|
|
Six Months Ended June 30,
|
Change
|
|||||||||||
($ in thousands):
|
2008
|
2007
|
Dollars
|
%
|
|||||||||
Revenue
– Milestone revenue
|
$
|
5,000
|
$
|
-
|
$
|
5,000
|
*
|
%
|
|
Six Months Ended June 30,
|
Change
|
|||||||||||
($ in thousands):
|
2008
|
2007
|
Dollars
|
%
|
|||||||||
Revenue
– Collaboration fee revenue
|
$
|
5,354
|
$
|
-
|
$
|
5,354
|
*
|
%
|
|
Six Months Ended June 30,
|
Change
|
|||||||||||
($ in thousands):
|
2008
|
2007
|
Dollars
|
%
|
|||||||||
Research
and development expenses
|
$
|
7,166
|
$
|
1,948
|
$
|
5,218
|
268
|
%
|
|
Six Months Ended June 30,
|
Change
|
|||||||||||
($ in thousands):
|
2008
|
2007
|
Dollars
|
%
|
|||||||||
Marketing,
general & administrative expenses
|
$
|
2,244
|
$
|
1,366
|
$
|
878
|
64
|
%
|
|
Six Months Ended June 30,
|
Change
|
|||||||||||
($ in thousands):
|
2008
|
2007
|
Dollars
|
|
%
|
||||||||
Interest
income (expense), net
|
$
|
504
|
$
|
(809
|
)
|
$
|
1,313
|
162
|
%
|
|
Six Months Ended June 30,
|
Change
|
|||||||||||
($ in thousands):
|
2008
|
2007
|
Dollars
|
%
|
|||||||||
Net
income (loss)
|
$
|
14,319
|
$
|
(11,358
|
)
|
$
|
25,677
|
226
|
%
|
|
Three Months Ended June 30,
|
Change
|
|||||||||||
($ in thousands):
|
2008
|
2007
|
Dollars
|
%
|
|||||||||
Revenue
– Program fee revenue
|
$
|
8,708
|
$
|
-
|
$
|
8,708
|
*
|
%
|
|
Three Months Ended June 30,
|
Change
|
|||||||||||
($ in thousands):
|
2008
|
2007
|
Dollars
|
%
|
|||||||||
Revenue
– Milestone revenue
|
$
|
5,000
|
$
|
-
|
$
|
5,000
|
*
|
%
|
|
Three Months Ended June 30,
|
Change
|
|||||||||||
($ in thousands):
|
2008
|
2007
|
Dollars
|
%
|
|||||||||
Revenue
– Collaboration fee revenue
|
$
|
1,977
|
$
|
-
|
$
|
1,977
|
*
|
%
|
|
Three Months Ended June 30,
|
Change
|
|||||||||||
($ in thousands):
|
2008
|
2007
|
Dollars
|
%
|
|||||||||
Research
and development expenses
|
$
|
3,084
|
$
|
752
|
$
|
2,332
|
310
|
%
|
|
Three Months Ended June 30,
|
Change
|
|||||||||||
($ in thousands):
|
2008
|
2007
|
Dollars
|
%
|
|||||||||
Marketing,
general & administrative expenses
|
$
|
1,374
|
$
|
588
|
$
|
786
|
134
|
%
|
|
Three Months Ended June 30,
|
Change
|
|||||||||||
($ in thousands):
|
2008
|
2007
|
Dollars
|
%
|
|||||||||
Interest
income (expense), net
|
$
|
207
|
$
|
(447
|
)
|
$
|
654
|
146
|
%
|
|
Three Months Ended June 30,
|
Change
|
|||||||||||
($ in thousands):
|
2008
|
2007
|
Dollars
|
%
|
|||||||||
Net
income (loss)
|
$
|
6,870
|
$
|
(2,199
|
)
|
$
|
9,069
|
412
|
%
|
Expected
cash payments on
contractual
obligations outstanding
at
June 30, 2008
|
Total
|
Due
in
2008
|
Due
in
2009
|
Due
Thereafter
|
|||||||||
Clinical
trials
|
$
|
2,157
|
$
|
2,157
|
$
|
-
|
$
|
-
|
|||||
Operating
leases
|
22
|
15
|
7
|
-
|
|||||||||
Employment
agreements
|
878
|
588
|
290
|
-
|
|||||||||
Marketing
study
|
18
|
18
|
-
|
-
|
|||||||||
Total
contractual cash obligations
|
$
|
3,075
|
$
|
2,778
|
$
|
297
|
$
|
-
|
|||||
Expected
cash payments on
contractual
obligations entered into
subsequent
to June 30, 2008
|
Total
|
|
|
Due
in
2008
|
|
|
Due
in
2009
|
|
|
Due
Thereafter
|
|||
Clinical
trials
|
$
|
283
|
$
|
283
|
$
|
-
|
$
|
-
|
·
|
litigation
or other proceedings we may initiate against third parties to enforce
our
patent rights or other intellectual property rights;
|
·
|
litigation
or other proceedings we may initiate against third parties to seek
to
invalidate the patents held by such third parties or to obtain a
judgment
that our product candidates do not infringe such third parties’
patents;
|
·
|
litigation
or other proceedings third parties may initiate against us to seek
to
invalidate our patents or to obtain a judgment that third party products
do not infringe our patents;
|
·
|
if
our competitors file patent applications that claim technology also
claimed by us, we may participate in interference or opposition
proceedings to determine the priority of invention; and
|
·
|
if
third parties initiate litigation claiming that our product candidates
infringe their patent or other intellectual property rights, we will
need
to defend against such proceedings.
|
Nominee
|
For
|
Withheld
|
|||||
Richard
J. Markham
|
|
|
39,409,482
|
|
|
231,632
|
|
Immanuel
Thangaraj
|
|
|
39,407,132
|
|
|
233,982
|
|
Bruce
F. Wesson
|
|
|
39,409,165
|
|
|
231,949
|
|
Andrew
D. Reddick
|
|
|
39,416,216
|
|
|
224,898
|
|
William
A. Sumner
|
|
|
39,434,258
|
|
|
206,289
|
|
William
G. Skelly
|
|
|
39,434,825
|
|
|
206,289
|
|
George
Ross
|
39,434,918
|
206,196
|
For
|
|
Against
|
|
Abstained
|
|
Not
Voted
|
|
|||
34,764,832
|
|
|
227,814
|
|
|
15,748
|
|
|
4,632,720
|
|
For
|
|
Against
|
|
Abstained
|
|
Not
Voted
|
|
|||
34,780,914
|
|
|
216,791
|
|
|
10,759
|
|
|
4,632,720
|
|
For
|
|
Against
|
|
Abstained
|
|
Not
Voted
|
|
|||
|
|
16,909
|
|
|
26,741
|
|
|
0
|
|
31.1
|
Certification
of Periodic Report by Chief Executive Officer pursuant to Rule
13a-14 and
15d-14 of the Securities Exchange Act of 1934.
|
31.2
|
Certification
of Periodic Report by Chief Financial Officer pursuant to Rule
13a-14 and
15d-14 of the Securities Exchange Act of 1934.
|
32.1
|
Certification
of Periodic Report by the Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section
906 of the Sarbanes-Oxley Act of
2002.
|
July
29, 2008
|
ACURA
PHARMACEUTICALS, INC.
|
/s/
Andrew D. Reddick
|
|
Andrew
D. Reddick
|
|
President
& Chief Executive Officer
|
|
/s/
Peter A. Clemens
|
|
Peter
A. Clemens
|
|
Senior
VP & Chief Financial
Officer
|
1.
|
I
have reviewed this quarterly report on Form 10-Q of Acura Pharmaceuticals,
Inc.;
|
2.
|
Based
on my knowledge, this quarterly 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 quarterly report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this quarterly 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 quarterly
report;
|
4.
|
The
registrant's other certifying officer 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 we
have:
|
5.
|
The
registrant's other certifying officer and I have disclosed, based
on our
most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing
the
equivalent function):
|
6.
|
The
registrant's other certifying officers and I have indicated in this
quarterly report whether or not 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.
|
/s/
Andrew D. Reddick
|
|
Andrew
D. Reddick
|
|
Chief
Executive Officer
|
1.
|
I
have reviewed this quarterly report on Form 10-Q of Acura Pharmaceuticals,
Inc.;
|
2.
|
Based
on my knowledge, this quarterly 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 quarterly report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this quarterly 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 quarterly
report;
|
4.
|
The
registrant's other certifying officer 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 we
have:
|
5.
|
The
registrant's other certifying officer and I have disclosed, based
on our
most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing
the
equivalent function):
|
6.
|
The
registrant's other certifying officers and I have indicated in this
quarterly report whether or not 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.
|
July
29, 2008
|
/s/
Peter A. Clemens
|
Peter
A. Clemens
|
|
Chief
Financial Officer
|
/s/
Andrew D. Reddick
|
Andrew
D. Reddick
|
Chief
Executive Officer
|
/s/
Peter A. Clemens
|
Peter
A. Clemens
|
Chief
Financial Officer
|