-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OGBelx0KwzwpVqqp3sIqccyZPSiFqPJ+ZGSPe1u5QttJpq6mBtgjQ/ui+qUwqDHX mL3ACZ5AwhJY3mSDs5Z1zg== 0000057201-98-000022.txt : 19980909 0000057201-98-000022.hdr.sgml : 19980909 ACCESSION NUMBER: 0000057201-98-000022 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980908 EFFECTIVENESS DATE: 19980908 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COYOTE NETWORK SYSTEMS INC CENTRAL INDEX KEY: 0000057201 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 362448698 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-63017 FILM NUMBER: 98705281 BUSINESS ADDRESS: STREET 1: 4360 PARK TERRACE DRIVE CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 BUSINESS PHONE: 8187357600 MAIL ADDRESS: STREET 1: 26025 MUREAU ROAD CITY: CALABASAS STATE: CA ZIP: 91302 FORMER COMPANY: FORMER CONFORMED NAME: DIANA CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FH INDUSTRIES CORP DATE OF NAME CHANGE: 19850814 FORMER COMPANY: FORMER CONFORMED NAME: SCOT LAD FOODS INC DATE OF NAME CHANGE: 19841202 S-8 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act Of 1933 COYOTE NETWORK SYSTEMS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 36-2448698 (State or Other Jurisdiction of (IRS Employer Identification No.) Incorporation or Organization) 4360 Park Terrace Drive, Westlake Village, California 91361 (Address of Principal Executive Offices) (ZIP Code) ------------------------------------------- COYOTE TECHNOLOGIES, LLC EMPLOYEES NONQUALIFIED STOCK OPTION PLAN (Full Title of the Plan) ------------------------------------------- James J. Fiedler Chairman of the Board and Chief Executive Officer COYOTE NETWORK SYSTEMS, INC. 4360 Park Terrace Drive, Westlake Village, CA 91361 (Name and Address of Agent for Service) (818) 735-7600 (Telephone Number, Including Area Code, of Agent for Service) - -------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- - --------------- ---------- -------------- -------------- ---------------------- Proposed Proposed Title of Amount Maximum Maximum Securities to to be Offering Price Aggregate Amount of be Registered Registered Per Share* Offering Price Registration Fee - --------------- ---------- -------------- -------------- --------------------- $1.00 par value 2,000,000 $5.81 $11,620,000 $3,428.00 Common Stock Shares - --------------- ---------- -------------- -------------- --------------------- * For the purpose of computing the registration fee, Coyote Network Systems, Inc. (the "Registrant") has used $5.81 as the average of the bid and ask prices of the Common Stock as reported on September 1, 1998 on the NASD OTC Bulletin Board for the offering price per share, in accordance with Rule 457(h) under the Securities Act of 1933, as amended (the "Securities Act"). PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or given to Plan participants as specified by Rule 428(b)(1) under the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The Registrant hereby states that (i) the documents set forth in (a) and (b) below are incorporated by reference in this Registration Statement, and (ii) all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. (a) The Registrant's annual report on Form 10-K for the fiscal year ended March 31, 1998. (b) The description of the Registrant's Common Stock contained in the Registration Statement on Form 8-A dated February 26, 1997, and any amendment or report filed for the purpose of updating such description. (c) The Registrant's quarterly report on Form 10-Q for the quarterly period ended June 30, 1998. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof. Item 4. Description of Securities Not applicable. See Item 3 above. Item 5. Interests of Named Experts and Counsel Not applicable. 2 Item 6. Indemnification of Directors and Officers Consistent with section 145 of the Delaware General Corporation Law ("Delaware Law"), Article IX of the Registrant's By-Laws provides that the Registrant shall indemnify any person in connection with legal proceedings threatened or brought against him by reason of his present or past status as an officer or director of the Registrant or present or past status as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise if he is serving in such capacity at the request of the Registrant, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person, provided that the person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Registrant, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Registrant shall also indemnify any such person in connection with any action by or in the right of the Registrant provided the person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Registrant; except in such cases as involve gross negligence or willful misconduct in the performance of his duties. In addition, to the extent that any officer or director is successful in the defense of any such legal proceeding, the Registrant is required to indemnify him against expenses, including attorneys' fees, that are actually and reasonably incurred by him in connection therewith. The By-Laws also contain a nonexclusivity clause which provides in substance that the indemnification rights under the By-Laws shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement with the Registrant, any By-Law, any vote of stockholders or disinterested directors of the Registrant or otherwise. Consistent with section 102(b) of the Delaware Law, Article IX of the Registrant's Certificate of Incorporation provides that a director of the Registrant shall not be liable to the Registrant or its stockholders for damages for breach of fiduciary duties as director, subject to certain limitations. Article IX does not eliminate or limit the liability of a director for (a) any breach of the director's duty of loyalty to the Registrant or its stockholders; (b) any acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law; (c) any conduct that is the subject of section 174 of the Delaware Law; or (d) any transaction from which the director derived an improper personal benefit. The Registrant maintains D&O insurance for its directors and officers. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits See Exhibit Index following the signature page in this Registration Statement, which Exhibit Index is incorporated herein by reference. 3 Item 9. Undertakings (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to: (i) include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the Registration Statement; and (iii)include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. Provided, however, that paragraphs (a)(l)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Reference is made to the indemnification provisions referred to in Item 6 of this Registration Statement. 4 Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Westlake, State of California on September 4, 1998. COYOTE NETWORK SYSTEMS, INC. By: /s/ James J. Fiedler ---------------------------- James J. Fiedler Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Fiedler and Edward A. Beeman, and each of them, as true and lawful attorney-in fact and agent, with full power of substitution and resubstitution for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting onto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary to be done in and about the premises, as to fully to all intents and purposes as he might or could do, in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ James J. Fiedler Chairman of the Board and September 4, 1998 - ------------------------ Chief Executive Officer James J. Fiedler (Principal Executive Officer) /s/ Edward A. Beeman Executive Vice President, September 4, 1998 - ------------------------ Chief Financial Officer and Secretary Edward A. Beeman (Principal Financial and Accounting Officer) 6 /s/ Jack E. Donnelly Director September 4, 1998 - ------------------------ Jack E. Donnelly /s/ Daniel W. Latham Director, President and September 4, 1998 - ------------------------ Chief Operating Officer Daniel W. Latham /s/ Sydney B. Lilly Director September 4, 1998 - ------------------------ Sydney B. Lilly /s/ Stephen W. Portner Director September 4, 1998 - ------------------------ Stephen W. Portner 7 COYOTE NETWORK SYSTEMS, INC. EXHIBIT INDEX TO FORM S-8 REGISTRATION STATEMENT Incorporated Exhibit Herein by Filed Number Description Reference to Herewith 4.1 Restated Certificate of X Incorporation of the Registrant 4.2 By-Laws of the Registrant 1 5 Opinion of Counsel X 23.1 Consent of Arthur Andersen LLP, X Independent Public Accountants 23.2 Consent of Counsel Contained in Opinion filed as Exhibit 5 23.3 Consent of X PricewaterhouseCoopers LLP, Independent Accountants 24 Powers of Attorney Signatures Page to Registration Statement - --------------------- 1 Incorporated herein by reference to Exhibit 3.2 of the Registrant's Form 10-K for the year ended March 31, 1997. 8 EX-4 2 RESTATED ARTICLES OF INCORPORATION RESTATED CERTIFICATE OF INCORPORATION OF COYOTE NETWORK SYSTEMS, INC. The corporation was originally incorporated under the name Roy Minor Corporation and its original certificate of incorporation was filed with the Secretary of State of Delaware on January 25, 1961. This Restated Certificate of Incorporation has been duly adopted by the board of directors of the corporation in accordance with Section 245 of the General Corporation Law of the State of Delaware to restate and integrate but not further amend the certificate of incorporation of the corporation as heretofore amended. Upon the filing of this Restated Certificate of Incorporation with the Secretary of State, the corporation's original certificate of incorporation, as theretofore amended or supplemented, shall be superseded; and thenceforth, this Restated Certificate of Incorporation shall be the certificate of incorporation of the corporation. ARTICLE I The name of the corporation (hereinafter referred to as the "Corporation") is COYOTE NETWORK SYSTEMS, INC. ARTICLE II The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE III The purpose of this Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. ARTICLE IV The total number of shares of stock of all classes which the corporation shall have authority to issue is 35,000,000, of which 5,000,000 shares shall be shares of Preferred Stock, $.01 par value per share, and 30,000,000 shares shall be shares of Common Stock, $1.00 par value per share. 1 The designations and the powers, preferences and rights, and the qualifications, limitations or restrictions of the shares of each class of stock of the Corporation are as follows: 1. The Board of Directors is expressly authorized to provide for the issue of all or any shares of the Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series and as may be permitted by the General Corporation Law of the State of Delaware, including, without limitation, the authority to provide that any such series may be (i) subject to redemption at such time or times and at such price or prices; (ii) entitled to receive dividends (which may be cumulative or noncumulative) at such rates, on such conditions, and at such times and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series; (iii) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; or (iv) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, of the Corporation at such price or prices or at such rates of exchange and with such adjustments; all as may be stated in such resolution or resolutions. 2. All shares of the Common Stock of the Corporation shall be identical and, except as otherwise required by law or as otherwise provided in the resolution or resolutions, if any, adopted by the Board of Directors with respect to any series of Preferred Stock, the holders of the Common Stock shall exclusively possess all voting power, and each share of Common Stock shall have one vote. ARTICLE V The term of existence of the Corporation shall be perpetual. 2 ARTICLE VI The stockholders may hold their meetings, annual or special, within or without the State of Delaware as may be provided in the By-Laws, and the Board of Directors or any Committee thereof may hold all or any of their meetings within or without the State of Delaware at such places as the By-Laws or the Board of Directors may designate. The Corporation may have one or more offices and keep any of the books of the Corporation subject to the provisions of the laws of the State of Delaware within or without the State of Delaware at such places as may from time to time be designated by the Board of Directors. Elections of directors need not be by written ballot unless the By-Laws of the Corporation shall so provide. ARTICLE VII The Corporation shall possess and may exercise all the powers and privileges granted by the General Corporation Law or by any other law of the State of Delaware at the time in force or by this Restated Certificate of Incorporation, together with any powers incidental thereto, so far as such powers and such privileges are necessary or convenient to the conduct, promotion or attainment of the purpose set forth in Article III of this Restated Certificate of Incorporation. ARTICLE VIII In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the Board of Directors may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the express provisions of the laws of the State of Delaware, of this Restated Certificate of Incorporation, and of the By-Laws of the Corporation. ARTICLE IX The Corporation shall, to the full extent permitted by the General Corporation Law of the State of Delaware, indemnify all persons whom this Corporation may indemnify pursuant thereto. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation 3 Law, or (iv) for any transaction from which the director derived and improper personal benefit. If the Delaware General Corporation Law is amended after approval by the stockholders of this provision to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. ARTICLE X All transactions between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be valid to the full extent permitted by the General Corporation Law of the State of Delaware. ARTICLE XI The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation in the manner now or hereafter prescribed by statute, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reservation. ARTICLE XII The Board of Directors shall be divided into 3 classes; the term of office of the directors of the 1st class to expire at the annual meeting of shareholders to be held in 1988; that of the 2nd class to expire at the annual meeting of shareholders to be held in 1989; and that of the 3rd class to expire at the annual meeting of shareholders to be held in 1990. At each annual meeting starting in 1988 the number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the 3rd succeeding annual meeting. The number of directors of the corporation shall be six. This number of directors may be changed only by the affirmative vote of (i) the holders of at least 75% of the shares of the corporation entitled to vote on such change, or (ii) a majority of the directors in office at the time of the vote. When the number of directors is changed, any increase or decrease in directorships shall be apportioned among the classes so as to make all classes as nearly equal in number as possible. 4 A director may be removed from office only for cause, and only by affirmative vote of a majority of the shares entitled to vote for the election of such director, taken at a meeting of shareholders called for that purpose. Except as may otherwise be provided by law, cause for removal shall be construed to exist only if the director whose removal is proposed has been convicted of a felony by a court of competent jurisdiction and such conviction is no longer subject to direct appeal or has been adjudged by a court of competent jurisdiction to be liable for negligence or misconduct in the performance of his duty to the corporation in a matter of substantial importance to the corporation, and such adjudication is no longer subject to direct appeal. All nominations for election to the Board of Directors, including any nomination to fill a vacancy (whether created by an increase in the number of directors, a resignation of a Director or the removal of a Director, or otherwise), other than those made by the remaining directors then in office, must be made at a meeting of shareholders called for the election of directors. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called only by the Chairman of the Board or the Secretary, or the Board of Directors. This Article XII may be altered, amended or repealed only by the affirmative vote of not less than seventy-five percent (75%) of the shares present or represented at an annual or special meeting of the stockholders at which a quorum is in attendance. IN WITNESS WHEREOF, COYOTE NETWORK SYSTEMS, INC. has caused this Restated Certificate of Incorporation to be signed by its Chairman and Chief Executive Officer and attested by its Secretary, this 4th day of September, 1998. COYOTE NETWORK SYSTEMS, INC. BY: /s/ James J. Fiedler --------------------------- James J. Fiedler, Chairman of the Board and Chief Executive Officer Attest: /s/ Edward A. Beeman - --------------------------- Edward A. Beeman, Secretary 5 EX-5 3 LEGAL OPINION EXHIBIT 5 September 4, 1998 Coyote Network Systems, Inc. 4360 Park Terrace Drive Westlake Village, California 91361 Ladies and Gentlemen: We are providing this opinion in connection with the Registration Statement of Coyote Network Systems, Inc., a Delaware corporation (the "Company"), on Form S-8 (the "Registration Statement"), filed under the Securities Act of 1933, as amended (the "Act"), with respect to the proposed issuance by the Company of up to 2,000,000 shares of Company common stock, $1.00 per value per share (the "Shares"), pursuant to the provisions of Coyote Technologies, LLC Nonqualified Employees Stock Option Plan (the "Plan"). We have examined (i) the Registration Statement, (ii) the Company's Restated Certificate of Incorporation and By-Laws, (iii) the Plan, (iv) the corporate proceedings related to the adoption of the Plan, the issuance of the options under the Plan and the organization of the Company, and (v) such other documents and records as we have deemed necessary in order to render this opinion. In rendering this opinion, we have relied as to certain factual matters on certificates of officers of the Company and of state officials. Based upon the foregoing, it is our opinion that: 1. The Company is a corporation existing in good standing under the laws of the State of Delaware. 2. The Shares, when issued as and for the consideration contemplated by the Registration Statement and the Plan will be validly issued, fully paid and non-assessable by the Company. We consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving this consent, we do not admit that we are "experts" within the meaning of section 11 of the Act, or that we come within the category of persons whose consent is required by section 7 of the Act. Yours very truly, REINHART, BOERNER, VAN DEUREN, NORRIS & RIESELBACH, P.C. BY /s/ Timothy G. Atkinson Timothy G. Atkinson EX-23.1 4 AUDIT CONSENT EXHIBIT 23.1 Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated July 13, 1998, included (or incorporated by reference) in the Coyote Network Systems, Inc. Form 10-K for the year ended March 31,1998, and to all references to our Firm included in this Registration Statement. /s/ Arthur Andersen LLP - ------------------------- ARTHUR ANDERSEN LLP Los Angeles, California August 28, 1998 EX-23.3 5 AUDIT CONSENT EXHIBIT 23.3 Consent of Independent Accountants We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated September 22, 1997, which appears in Coyote Network Systems, Inc.'s Annual Report on Form 10-K for the year ended March 31, 1998. We also consent to the application of such report to the Financial Statement Schedule listed under Item 14(a) of Coyote Network Systems, Inc.'s Annual Report on Form 10-K when such schedule is read in conjunction with the financial statements referred to in our report. The audits referred to in such report also included the Financial Statement Schedule. /s/ PricewaterhouseCoopers LLP - --------------------------------- PRICEWATERHOUSECOOPERS LLP Los Angeles, California September 2, 1998 -----END PRIVACY-ENHANCED MESSAGE-----