-----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, LTRdfu9n8eoSCuMfq3oTXxNj3ZukEGoEIZ3wg1AprVOdsG6oxYsZ76HLY41sTR9s wlDsFVR2vjN52AAri2zIYg== 0000950150-97-000654.txt : 19970501 0000950150-97-000654.hdr.sgml : 19970501 ACCESSION NUMBER: 0000950150-97-000654 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970430 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPATIALIZER AUDIO LABORATORIES INC CENTRAL INDEX KEY: 0000890821 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 954484725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-12035 FILM NUMBER: 97591962 BUSINESS ADDRESS: STREET 1: 20700 VENTURA BOULEVARD SUITE 134 STREET 2: STE 1100 CITY: WOODLAND HILLS STATE: CA ZIP: 91364 BUSINESS PHONE: 3102682700 S-3/A 1 AMENDMENT #2 TO FORM S-3 1 As filed with the Securities and Exchange Commission on April 30, 1997. Registration No. 333-12035 _______________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________ AMENDMENT NUMBER TWO TO THE REGISTRATION STATEMENT ON FORM S-3 Under THE SECURITIES ACT OF 1933 SPATIALIZER AUDIO LABORATORIES, INC. (Exact name of registrant as specified in its charter)
Delaware 3698 95-4484725 ------------------------ --------------------------------- ---------------- (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or Classification Code Number) Identification No.) organization)
20700 Ventura Boulevard, Suite 134 Woodland Hills, California 91364 (818) 227-3370 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Steven D. Gershick, Chief Executive Officer and President Spatializer Audio Laboratories, Inc. 20700 Ventura Boulevard, Suite 134 Woodland Hills, California 91364 (818) 227-3370 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Margaret G. Graf, Esq. Brand Farrar Dziubla Freilich & Kolstad, LLP 515 South Flower Street, Suite 3500 Los Angeles, California 90071-2201 (213) 228-0288 Direct Dial: (213) 426-6260 2 Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ If this Form is post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / CALCULATION OF REGISTRATION FEE
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of Securities to be Registered (1) Offering Price Per Aggregate Offering Registration Fee Registered Share Price (2) - ------------------------------------------------------------------------------------------------------------------------ Common Stock, $.01 par value per share 5,924,707 (2) (2) $6,638
(1) This Registration Statement relates to the resale of 4,082,907 shares of Common Stock issued prior to the filing date hereof and the resale of up to 1,841,800 shares of Common Stock issuable on the exercise of currently outstanding Options and Warrants. (2) Pursuant to Rule 457(c), the fee calculation is based on the average of the high and low prices of the Registrant's Shares on the Small Capital Company listings of the National Association of Securities Dealers Automated Quotation system on April 21, 1997. The Registrant paid fees of $6,093 on 4,416,907 shares offered in the Registration Statement on Form S-3 which was originally filed on September 13, 1996 (calculated based a proposed maximum offering price per share of $4.00, the average of the high and low prices of the Registrant's shares on the Small Capital Company listings of the National Association of Securities Dealers Automated Quotation system on August 16, 1996) of which 4,269,907 shares were offered in Amendment Number One to the Registration Statement on Form S-3 which was effective on November 15,1996. Therefore, with this Amendment Number Two, the Registration Fee is an additional $545 (calculated based on the additional number of shares to be registered, 5,924,707-4,269,907= 1,654,800 shares at a proposed maximum offering price per share of $0.95) . THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE. 3 PURPOSE OF AMENDMENT AND STATEMENT REGARDING DOCUMENTS INCORPORATED BY REFERENCE This Amendment Number Two is filed as an amendment to a prior Registration Statement on Form S-3 (Registration no.333-12035 originally filed on September 13, 1996 and amended by Amendment Number One filed on November 15, 1996) and incorporates by reference the Registrant's Registration Statement on Form S-3. This Amendment Number Two has been filed to restate and modify the list of Selling Stockholders to add (i) persons who acquired shares of Common Stock in a private placement dated March 7, 1997, (ii) certain persons who have acquired Common Stock on exercise of related warrants, and (iii) shares of Common Stock held by persons who did not elect to be listed as Selling Stockholders when the Registration Statement was filed. All filings with the Securities and Exchange Commission subsequent to the November 15, 1996 Form S-3 filing are Incorporated by Reference, except that the list of Selling Stockholders is amended as set forth herein. 4 SELLING STOCKHOLDERS The shares of Common Stock offered hereunder are to be offered for sale, from time to time, by persons acquiring them in private placements since the Domestication Transaction or who have or may acquire the shares on exercise, from time to time, of Warrants or Options held by them. The following tables set forth the names and addresses of each of the Listed Selling Stockholders (other than officers and directors), indicates their relationship to the Company or its predecessors and specifies security ownership at March 31, 1997 before and after giving effect to the sale of common stock registered hereunder.
PERCENTAGE OWNERSHIP SECURITIES TO BE AFTER PERCENTAGE RETAINED, IF ALL OFFERING, IF ALL OWNERSHIP REGISTERED REGISTERED NAME AND CATEGORY OF SHARES SHARES BEFORE SECURITIES ARE SECURITIES ARE RELATIONSHIP BENEFICIALLY OWNED (1) OFFERED OFFERING (2) SOLD SOLD (2) - ----------------------------------------------------------------------------------------------------------------------------------- Carlo Civelli Shares - 2,430,078 187,500 2,242,578 Director (3) Escrow - 1,390,880 0 1,390,880 Warrants - 0 0 0 Option - 150,000 100,000 50,000 Total - 3,970,958 287,500 17.2 3,683,458 16.0 Stephen W. Desper Shares - 5,369 5,369 Director Escrow - 1,929,676 1,929,676 Option - 73,800 23,800 50,000 Total - 2,008,845 8.7 1,985,045 8.6 David Foster Shares - 52,500 52,500 Director Escrow - 100,000 100,000 Option - 150,000 100,000 50,000 Total - 302,500 1.3 202,500 *
Page 1 5 Steven D. Gershick Shares - 0 0 Director, Escrow - 843,144 843,144 Chief Executive Officer Option - 183,000 83,000 100,000 Total - 1,026,144 4.5 943,144 4.1 Gerald E. Mullen Shares - 0 0 Escrow - 193,112 193,112 Option - 100,000 100,000 0 Total - 293,112 1.3 193,112 * James D. Pace Shares - 20,000 20,000 Director Escrow - 126,997 126,997 Option - 130,000 80,000 50,000 Total - 276,997 1.2 196,997 * William E. Whitlock Shares - 0 0 Escrow - 157,495 157,495 Option - 22,000 22,000 0 Total - 179,495 * 157,495 * Jeffrey C. Evans Shares - 20,000 20,000 Escrow - 84,497 84,497 Option - 30,000 30,000 0 Total - 134,497 * 104,497 *
Page 2 6 Wendy M. Guerrero Shares - 9,500 9,500 Escrow - 50,000 50,000 Option - 32,500 20,000 12,500 Total - 92,000 * 72,000 * William N. Craft Shares - 0 0 Escrow - 175,000 175,000 Option - 35,000 35,000 0 Total - 210,000 * 175,000 * ABN-AMRO Bank Shares - 215,000 Talstrasse 41 Warrant- 12,500 8022 Zurich Total - 227,500 227,500 1.0 None None Switzerland VPB Finanz AG Shares - 3,000 Talstrasse 83 Warrant- 0 8023 Zurich, Total - 3,000 3,000 * None None Switzerland Verwaltungs-Und Shares - 38,800 Privatbank AG Warrant- 60,000 Vaduz, Liechtenstein Total - 98,800 98,800 * None None Union Bank of Switzerland Shares - 60,000 8021 Zurich Warrant- 42,500 Switzerland Total - 102,500 102,500 * None None Romofin AG Shares - 195,000 Burglestrasse 6 Warrant- 52,500 8027 Zurich Total - 247,500 247,500 1.1 None None Switzerland
Page 3 7 Royal Bank of Scotland Shares - 42,400 Talstrasse 82 Warrant- 7,500 8001 Zurich Total - 49,900 49,900 * None None Switzerland Bank Sarasin & CIE Shares - 463,000 Loewenstrasse 11 Warrants - 44,000 8001 Zurich Total - 507,000 507,000 2.2 None None Switzerland Victoria Finance Ltd. Shares - 62,500 Sir Walter Raleigh House Warrants - 0 The Esplanada Total - 62,500 62,500 * None None St. Helier, Channel Islands Govett American Small Companies Shares - 187,500 Trust Warrants - 0 c/o Royal Banking Total - 187,500 187,500 * None None Canada Royal Bank Plaza Toronto, Ontario CANADA M5J255 David Trudeau Shares - 27,500 801 South Main Street Warrants - 0 Burbank, CA Total - 27,500 27,500 * None None ROYTOR Shares - 66,750 Royal Bank Plaza Warrants - 12,000 Toronto, Ontario Total - 78,750 78,750 * None None CANADA M5J215
Page 4 8 Brandt Investments Shares - 106,250 Royal Trust Tower Warrants - 0 P.O. Box 7500 Stn. A Total - 106,250 106,250 * None None Toronto, Ontario CANADA M5W142 TORBAY Shares - 104,750 5 King Street W.A. Warrants - 1,500 6th Floor Total - 106,250 106,250 * None None Toronto, Ontario CANADA M5K1A2 RBC Dominion Securities Shares - 90,000 Commerce Court South Warrants - 0 Toronto, Ontario Total - 90,000 90,000 * None None CANADA M5L1A7 Yorkton Securities, Inc. Shares - 360,000 1000-1055 Dunsmuir St. Warrants - 177,500 Vancouver, Total - 537,500 537,500 2.3 None None British Columbia CANADA V7X1L4 Rene Simon Shares - 107,567 Kuttelgasse 4 Warrants - 0 8001 Zurich Total - 107,567 107,567 * None None Switzerland ML Small Cap Fund Shares - 75,000 1 Place Ville Marie Warrants - 0 Suite. 3601 Total - 75,000 75,000 * None None Montreal, Quebec CANADA H3B3D2
Page 5 9 COOP BANK BASEL Shares - 100,000 Aerschenplatz 3 Warrants - 50,000 8002 Basel Total - 150,000 150,000 * None None Switzerland MAERKI BAUMANN Shares - 83,500 & CO., AG Warrants - 41,750 Drekonigstrasse 8 Total - 125,250 125,250 * None None 8022 Zurich Switzerland AFFIDA BANK Shares - 28,500 Post Fach 5274 Warrants - 14,250 8022 Zurich Total - 42,750 42,750 * None None Switzerland EAGLE CAPITAL LTD. Shares - 150,000 Leonhardshalde 21 Warrants - 75,000 8025 Zurich, Total - 225,000 225,000 1.0 None None Switzerland FINSBURY TECHNOLOGY TRUST PLC Shares - 50,000 Alderman's House Warrants - 25,000 Alderman's Walk Total - 75,000 75,000 * None None London ECZM SXR HENRY PLATT Shares - 45,000 825 Fifth Avenue Warrants - 22,500 New York, New York Total - 67,500 67,500 * None None 10021 USA
Page 6 10 WILLIAM PITT Shares - 35,000 Living Trust Warrants - 17,500 920 Tangier Avenue Total - 52,500 52,500 * None None Palm Beach, Florida 33480-3518 USA A. ALFRED TAUBMAN RESTATED Shares - 70,000 REVOCABLE TRUST Warrants - 35,000 200 East Longlake Road Total - 105,000 105,000 * None None P.O. Box 200 Bloomfield Hills, MI 48303-0200 USA MARK BRENNAN Shares - 2,443 c/o Tokenhouse Capital Warrants - 0 & Research Inc. Total - 2,443 2,443 * None None 137 St. Pierre Street Suite P-105 Montreal, Quebec CANADA H2Y 3TS SCOT LAND Shares - 5,947 7214 - 237th Ave., N.E. Warrants - 0 Redmond, Washington 98053 Total - 5,947 5,947 * None None JONATHON ARMSTRONG Shares - 240,000 220 Bush #660 Warrants - 120,000 San Francisco, CA 94104 Total - 360,000 360,000 1.6 None None USA CENTRUM BANK AG Shares - 370,000 Heiligkreuz 8, FL-9490 Warrants - 185,000 Vaduz Switzerland Total - 555,000 555,000 2.4 None None
Page 7 11 RUSH & CO. Shares - 60,000 New York Warrants - 30,000 Total - 90,000 90,000 * None None EGGER & CO. Shares - 40,000 Warrants - 20,000 Total - 60,000 60,000 * None None HARE & CO. Shares - 150,000 P.O. Box 11203, Warrants - 75,000 New York, New York 10249 Total - 225,000 225,000 1.2 None None MR. ROLAND INDERBIZIN Shares - 15,000 Chliwisstrasse 30 Warrants - 7,500 8142 Uitikon, Switzerland Total - 22,500 22,500 * None None MR. ROLF ALBRECHT Shares - 15,000 Hoehenstrasse 9 Warrants - 7,500 8954 Geroldswil, Switzerland Total - 22,500 22,500 * None None CUDD & CO. Shares - 185,000 1 Chase Manhattan Plaza Warrants - 92,500 New York, New York 10081 Total - 277,500 277,500 1.2 None None BROWN BROTHERS HARRIMAN & CO. Shares - 15,000 Securities Dept., 59 Wall Street Warrants - 7,500 New York, New York 10005 Total - 22,500 22,500 * None None PREFERRED TECHNOLOGY, INC. Shares - 0 220 Montgomery St., Suite777 Warrants - 12,000 San Francisco, CA 94104 Total - 12,000 12,000 * None None
Page 8 12 LAKE & CO. Shares - 30,000 Toronto Securities Services Warrants - 0 Centre, B-1 Level Total - 30,000 30,000 * None None First Canadian Place Toronto, Ontario M5X 1A1 ---------- ---------- ---------- ---------- ---------- Totals - 13,637,955 5,924,707 59.2% 7,713,248 33.5% ========== ========== ========== ========== ==========
_________________ (1) Includes Escrowed Performance Shares of Common Stock. (2) Denominator includes all shares reserved for issuance on exercise of Options and Warrants. (3) Clarion Finanz AG is a non-reporting investment company controlled by Carlo Civelli. Holdings of Mr. Civelli and Clarion Finanz AG are combined, and include all shares of the Company held of record or beneficially by either, and all additional shares over which either currently exercises full or partial control, without duplication through attribution. * Denotes less than 1% ownership. Page 9 13 ITEM 14. EXHIBITS 2.1* Desper-Spatializer Reorganization Agreement dated January 29, 1992. (Incorporated by reference to the Registrant's Registration Statement on Form S-1, Registration No. 33-90532, effective August 21, 1995.) 2.2* Arrangement Agreement dated as of March 4, 1994 among Spatializer-Yukon, DPI and Spatializer-Delaware. (Incorporated by reference to the Registrant's Registration Statement on Form S-1, Registration No. 33-90532, effective August 21, 1995.) 3.1* Certificate of Incorporation of Spatializer-Delaware as filed February 28, 1994. (Incorporated by reference to the Registrant's Registration Statement on Form S-1, Registration No. 33-90532, effective August 21, 1995.) 3.2* Amended and Restated Bylaws of Spatializer-Delaware. (Incorporated by reference to the Registrant's Registration Statement on Form S- 1, Registration No. 33-90532, effective August 21, 1995.) 4.1* Form of Subscription Agreement for August 1994 Private Placement. (Incorporated by reference to the Registrant's Registration Statement on Form S-1, Registration No. 33-90532, effective August 21, 1995.) 4.2* Form of Subscription Agreement for November 1994 Private Placement. (Incorporated by reference to the Registrant's Registration Statement on Form S-1, Registration No. 33-90532, effective August 21, 1995.) 4.3* Form of Spatializer-Yukon Incentive Stock Option Agreement. (Incorporated by reference to the Registrant's Registration Statement on Form S-1, Registration No. 33-90532, effective August 21, 1995.) 4.4* Spatializer-Delaware Incentive Stock Option Plan (1995 Plan). (Incorporated by reference to the Registrant's Registration Statement on Form S-1, Registration No. 33-90532, effective August 21, 1995.) 4.5* Performance Share Escrow Agreements dated June 22, 1992 among Montreal Trust Company of Canada, Spatializer-Yukon and certain shareholders with respect to escrow of 2,181,048 common shares of Spatializer-Yukon. (Incorporated by reference to the Registrant's Registration Statement on Form S-1, Registration No. 33-90532, effective August 21, 1995.) 4.6* Spatializer-Delaware 1996 Incentive Plan (Incorporated by reference to the Registrant's Proxy Statement dated June 25, 1996 and previously filed with the Commission.) 4.7* Form of Subscription Agreement for 1995 Private Placements. 4.8* Form of Subscription Agreement and Warrant Agreement for March 7, 1997 Private Placement. 4.9* Modification Agreement for Escrowed Performance Shares. 5.1 Opinion of Brand Farrar Dziubla Freilich & Kolstad, LLP concerning legality of unissued securities subject to registration. 10.1*** License Agreement dated June 29, 1994 between DPI and MEC. (Incorporated by reference to the Registrant's Registration Statement on Form S-1, Registration No. 33-90532, effective August 21, 1995.) 14 10.2*** License Agreement dated November 11, 1994 between DPI and ESS. (Incorporated by reference to the Registrant's Registration Statement on Form S-1, Registration No. 33-90532, effective August 21, 1995.) 10.3* License Agreement dated June 10, 1994 between Joel Cohen and DPI. (Incorporated by reference to the Registrant's Registration Statement on Form S-1, Registration No. 33-90532, effective August 21, 1995.) 10.4* Real Property Lease for executive offices in Woodland Hills, California (effective April 7, 1995). (Incorporated by reference to the Registrant's Registration Statement on Form S-1, Registration No. 33-90532, effective August 21, 1995.) 10.5* Employment Agreement between DPI and Stephen Desper dated December 16, 1991. (Incorporated by reference to the Registrant's Registration Statement on Form S-1, Registration No. 33-90532, effective August 21, 1995.) 10.6* Employment Agreement between DPI and Steven Gershick dated December 16, 1991. (Incorporated by reference to the Registrant's Registration Statement on Form S-1, Registration No. 33-90532, effective August 21, 1995.) 10.7* Employment Agreement between MDT and Irwin Zucker dated June 24, 1996. (Incorporated by reference to the Registrant's Report on Form 8-K for the event occurring on June 24, 1996.) 11.1* Computation of Loss Per Common Share. 21.1* Schedule of Subsidiaries of the Company. 23.1 Consent of KPMG Peat Marwick LLP, independent certified public accountants. __________________ * Previously filed. ** To be filed by amendment. *** Portions subject to request for confidential treatment. The confidential portions omitted have been filed separately with the Commission. 15 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this post-effective Amendment No. 2 to its Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Los Angeles, State of California on April 28, 1997. SPATIALIZER AUDIO LABORATORIES, INC. By: /s/ Steven D. Gershick ----------------------------------- Name: Steven D. Gershick Title: President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Steven D. Gershick Director, Chairman of the Board, April 28, 1997 ---------------------------- President and Chief Executive Steven D. Gershick Officer * Director, Vice Chairman of the April 28, 1997 ---------------------------- Board Stephen W. Desper /s/ Kathy Partch Acting Chief Financial Officer April 28, 1997 ---------------------------- Kathy Partch * Director April 28,1997 ---------------------------- Carlo Civelli * Director April 28, 1997 ---------------------------- David Foster * Director April 28, 1997 ---------------------------- James D. Pace * Director April 28, 1997 ---------------------------- Jerold H. Rubinstein * ---------------------------- Director April 28, 1997 Gilbert N. Segel *By: /s/ Steven D. Gershick --------------------------- Steven D. Gershick, Attorney-in-Fact
EX-5.1 2 OPINION OF BRAND,FARRAR,DZIUBLA,FREILICH & KOLSTAD 1 Exhibit 5.1 : Opinion of Brand Farrar Dziubla Freilich & Kolstad, LLP April 23, 1997 Spatializer Audio Laboratories, Inc. 20700 Ventura Boulevard, Suite 134 Woodland Hills, California 91364 Re: Spatializer Audio Laboratories, Inc. Amendment Number Two to the Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as counsel to Spatializer Audio Laboratories, Inc. (the "Company"), in connection with the filing of the Company's Registration Statement on Form S-3 (the "Registration Statement") and the Amendment Number Two to that Registration Statement in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 5,934,707 shares of Common Stock, par value $.01 per share (the "Shares"), being offered for resale by certain stockholders of the Company. As such counsel, we have examined such documents and records of the Company as we deemed necessary as a basis for the opinion set forth herein, and we are familiar with actions anticipated to be taken by the Company in connection with the authorization and issuance of the Shares. Based on such examination and subject to compliance with applicable state securities laws, we are of the opinion that the Shares are or, when issued by the Company in the manner described in the Registration Statement, will be validly issued, fully paid and nonassessable. We consent to the use of this opinion as an Exhibit to the Registration Statement. Very truly yours, BRAND FARRAR DZIUBLA FREILICH & KOLSTAD, LLP EX-23.1 3 CONSENT OF KPMG PEAT MARWICK, LLP 1 Exhibit 23.1 : Consent of KPMG Peat Marwick LLP, independent certified public accountants The Board of Directors Spatializer Audio Laboratories, Inc.: We consent to the use of our reports incorporated herein by reference in the registration statement. KPMG Peat Marwick LLP Los Angeles, California April 24, 1997 -----END PRIVACY-ENHANCED MESSAGE-----