-----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, Nl7A4mZ4lpG9hNyZZIemG5ULBfN/HQOj0l5SAqb2Zkad2VBGMHZaPOQ0XwJRgen9 1s5XUlkyyLu/TyEmu5oacQ== 0000895345-96-000140.txt : 19960711 0000895345-96-000140.hdr.sgml : 19960711 ACCESSION NUMBER: 0000895345-96-000140 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960710 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEUROMEDICAL SYSTEMS INC CENTRAL INDEX KEY: 0000866933 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 133526980 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46379 FILM NUMBER: 96593140 BUSINESS ADDRESS: STREET 1: TWO EXECUTIVE BLVD STE 306 CITY: SUFFERN STATE: NY ZIP: 10901 BUSINESS PHONE: 9143683600 MAIL ADDRESS: STREET 1: TWO EXECUTIVE BLVD STREET 2: SUITE 306 CITY: SUFFERN STATE: NY ZIP: 10901-4164 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP LP CENTRAL INDEX KEY: 0000904571 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133501777 STATE OF INCORPORATION: NY FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Neuromedical Systems, Inc. ----------------------------------- (Name of Issuer) Common Stock (par value $0.0001 per share) ------------------------------------------- (Title of Class of Securities) 64124H109 ----------------------------------- (CUSIP Number) David J. Greenwald, Esq. Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 (212) 902-1000 ----------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) June 28, 1996 ----------------------------------- (Date of Event which requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b) (3) or (4), check the following box: Check the following box if a fee is being paid with this statement: X ---- CUSIP NO. 64124H109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GOLDMAN, SACHS & CO. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 7,883,873 EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON 10 SHARED DISPOSITIVE POWER WITH 7,883,873 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,883,873 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.8% 14 TYPE OF REPORTING PERSON BD-PN-IA CUSIP NO. 64124H109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THE GOLDMAN SACHS GROUP, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 125,000 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 7,883,873 EACH 9 SOLE DISPOSITIVE POWER REPORTING 125,000 PERSON 10 SHARED DISPOSITIVE POWER WITH 7,883,873 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,008,873 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.2% 14 TYPE OF REPORTING PERSON HC-PN CUSIP NO. 64124H109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GS ADVISORS, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 5,382,629 EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON 10 SHARED DISPOSITIVE POWER WITH 5,382,629 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,382,629 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.3% 14 TYPE OF REPORTING PERSON PN CUSIP NO. 64124H109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GS CAPITAL PARTNERS, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 5,382,629 EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON 10 SHARED DISPOSITIVE POWER WITH 5,382,629 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,382,629 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.3% 14 TYPE OF REPORTING PERSON PN ITEM 1. SECURITY AND ISSUER. This Statement on Schedule 13D relates to the Common Stock, par value $.0001 per share (the "Common Stock"), of Neuromedical Systems, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at Two Executive Boulevard, Suffern, NY 10901-4164. ITEM 2. IDENTITY AND BACKGROUND. This Statement is being filed by GS Capital Partners, L.P. ("GS Capital"), GS Advisors, L.P. ("GS Advisors, L.P."), Goldman, Sachs & Co. ("Goldman Sachs") and The Goldman Sachs Group, L.P. ("GS Group", and together with GS Capital, GS Advisors, L.P. and Goldman Sachs, the "Filing Persons").[fn1] Goldman Sachs and GS Group may be deemed, for purposes of this Statement, to own beneficially 6,833,286 shares of Common Stock through GS Capital and through certain limited partnerships of which affiliates of Goldman Sachs and GS Group are the general partner or the managing general partner (the "Other Limited Partnerships" and, together with GS Capital, the "Limited Partnerships"). Goldman Sachs and GS Group each disclaims beneficial ownership of shares of Common Stock beneficially owned by the Limited Partnerships to the extent of partnership interests in the Limited Partnerships held by persons other than Goldman Sachs, GS Group or their affiliates. In addition, Goldman Sachs and GS Group may be deemed to beneficially own 57,762 shares of Common Stock obtained in the ordinary course of business in Goldman Sachs' capacity as a market maker in the Common Stock and may be deemed to beneficially own 1,092,825 shares of Common Stock currently held in client accounts with respect to which Goldman Sachs or employees of Goldman Sachs have voting or investment discretion, or both ("Managed Accounts"). [fn1] Neither the present filing nor anything contained herein shall be construed as an admission that any Filing Person constitutes a "person" for any purposes other than Section 13(d) of the Securities Exchange Act of 1934. The principal business address of each of Goldman Sachs, GS Group, GS Capital, GS Advisors L.P. and the Other Limited Partnerships is 85 Broad Street, New York, NY 10004. GS Capital, a Delaware limited partnership, was formed for the purpose of investing in equity and equity-related securities primarily acquired or issued in leveraged acquisitions, reorganizations and other private equity transactions. GS Advisors, L.P., a Delaware limited partnership, is the sole general partner of GS Capital. Goldman Sachs, a New York limited partnership, is an investment banking firm and a member of the New York Stock Exchange, Inc. and other national exchanges. Goldman Sachs also serves as the investment manager for GS Capital. GS Group, one of the general partners of Goldman Sachs, owns a 99% interest in Goldman Sachs. GS Group is a Delaware limited partnership and a holding partnership that engages (directly and indirectly through subsidiaries or affiliated companies or both) in the business of buying and selling securities, both foreign and domestic, and in making investments on behalf of its partners. GS Group is controlled by its general partners (which consist of the general partners of Goldman Sachs other than GS Group) as a group, who have delegated to its Executive Committee the power to act on their behalf with respect to the management of GS Group. The name, business address, present principal occupation or employment and citizenship of each of the general partners of Goldman Sachs and of GS Group that is a natural person are set forth in Schedule I hereto and are incorporated herein by reference. The name, state or place of organization, principal business, address of principal business and address of principal office of each of the general partners of Goldman Sachs (other than GS Group) and of GS Group that is not a natural person are also set forth in Schedule I hereto and incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each controlling person, if any, director and executive officer of each corporate general partner of Goldman Sachs are set forth in Schedule II-A hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each director and executive officer of GS Advisors, Inc., a Delaware corporation that is the sole general partner of GS Advisors, L.P., are set forth in Schedule II-B hereto and are incorporated herein by reference. The members of the Executive Committee of GS Group are those persons listed in Schedule I who have an asterisk marked next to their name. During the last five years, none of the Filing Persons, or, to the knowledge of each of the Filing Persons, any of the persons listed on Schedule I or Schedule II-A or II-B hereto, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) except as set forth in Schedule III hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Pursuant to the Preferred Stock and Warrant Purchase Agreement, dated November 22, 1993, by and among Neuromedical Systems, Inc., Mark Rutenberg and GS Group (the "Purchase Agreement"), the Limited Partnerships (as assignees of GS Group) purchased 10,000,000 shares of the Company's Series E Convertible Preferred Stock, par value $.0001 per share (the "Series E Stock"), and a warrant to purchase 15,500,000 shares of Series E Stock at an exercise price of $1.00 per share (the "Series E Warrant") for a total consideration of $10,000,000. In lieu of a cash brokerage commission due to GS Group from the Company with respect to the shares sold by the Company pursuant to the Purchase Agreement, the Company issued an additional 500,000 shares of Series E Stock to GS Group on the same terms and conditions as those set forth in the Purchase Agreement (the "Brokerage Shares"). A copy of the Purchase Agreement is attached hereto as Exhibit (1). In November 1994, certain of the Limited Partnerships purchased an aggregate of 1.035 Unit Purchase Options (the "UPOs") from third party stockholders of the Company. Each UPO consists of an option to purchase 225,000 shares of the Company's Series C Convertible Preferred Stock, par value $.0001 per share (the "Series C Stock"), and 112,500 warrants to purchase Common Stock at an exercise price of $0.45 per share. The Limited Partnerships which purchased the UPOs have not yet exercised the UPOs. On May 16, 1995, certain of the Limited Partnerships purchased an aggregate of 1,063,830 shares of the Company's Series G Convertible Preferred Stock, par value $.0001 per share (the "Series G Stock"). On December 7, 1995, the Company commenced its initial public offering of Common Stock (the "IPO"). In connection with the IPO, the Company effected a one-for-four reverse stock split on December 6, 1995 (the "Reverse Stock Split"), pursuant to which one share of pre-split Common Stock was converted into .25 shares of post-split Common Stock. Pursuant to the terms of the Series C, E and G Stock, all such stock automatically converted into Common Stock as adjusted for the Reverse Stock Split on a one-for-four basis at the consummation of the IPO. In connection with the IPO, the Limited Partnerships exercised their respective portions of the Series E Warrant (as adjusted for the Reverse Stock Split) at an exercise price of $4.00 per share and purchased an aggregate of 3,875,000 shares of Common Stock for aggregate consideration of $15,500,000. The UPOs are presently exercisable into an aggregate of 87,328 shares of Common Stock. Two officers of Goldman Sachs, in their capacity as directors of the Company, received fully vested options on October 25, 1995 and June 1, 1996 exercisable into an aggregate of 5,000 shares of Common Stock as adjusted for the Reverse Stock Split, at exercise prices of $6.00 for 2,500 shares and $7.00 for 2,500 shares (the "Directors Options"). Such officers have an understanding with Goldman Sachs pursuant to which each such officer holds their respective Directors Options for the benefit of GS Group, and such options may therefore be deemed to be beneficially owned by Goldman Sachs and GS Group. The Directors Options have not been exercised. As of June 28, 1996, Goldman Sachs owned 57,762 shares of Common Stock (the "Market Maker Shares") which it acquired in the ordinary course of business in market making activities. In addition, an aggregate of 1,092,825 shares of Common Stock were held in Managed Accounts. The funds used by Goldman Sachs to purchase the Market Maker Shares were obtained from Goldman Sachs' working capital. The funds used by the Limited Partnerships to purchase the Series E Stock and Series E Warrant, the Series G Stock, the UPOs and to exercise the Series E Warrant were obtained by the Limited Partnerships from capital contributions to the Limited Partnerships by the Limited Partnerships' partners and from the Limited Partnerships' available funds. The funds used to purchase shares of Common Stock for the Managed Accounts came from client funds. None of the persons listed on Schedule I, II-A or II-B or hereto has contributed any funds or other consideration towards the purchase of the Series E or G Stock, Common Stock, any warrants or UPOs, except insofar as they may be general or limited partners of any of Goldman Sachs or the Limited Partnerships and have made capital contributions to any of Goldman Sachs or such Limited Partnerships, as the case may be. ITEM 4. PURPOSE OF THE TRANSACTION The Directors Options, the Brokerage Shares, the Market Maker Shares and the shares held in Managed Accounts were acquired in the ordinary course of business by Goldman Sachs and GS Group. The acquisition by the Limited Partnerships of the Series E Stock, the Common Stock pursuant to the exercise of the Series E Warrant, the Series G Stock and the UPOs, each as described in Item 3 above, were made for the purpose of obtaining an equity interest in the Company. None of the Filing Persons or, to the knowledge of the Filing Persons, any of the Other Limited Partnerships or any of the persons listed on Schedules I, II-A or II-B hereto has any present plans or intention which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Each of the Filing Persons, however, expects to evaluate on an ongoing basis the Company's financial condition, business, operations and prospects, the market price of the Common Stock, conditions in the securities markets generally, general economic and industry conditions and other factors. The Filing Persons may purchase additional shares of Common Stock or may sell shares of Common Stock from time to time in public or private transactions (subject, in the case of sales of the Common Stock obtained following conversion of the Series E and G Stock, upon exercise of the Series E Warrant and upon exercise of the UPOs, to any applicable limitations imposed on the sale of any of the relevant shares of Common Stock by the Securities Act of 1933, as amended (the "Securities Act")). To the knowledge of each Filing Person, each of the Other Limited Partnerships and the persons listed on Schedules I, II-A or II-B hereto may make the same evaluation. In addition, Goldman Sachs has advised the Company that, subject to applicable laws and regulations, Goldman Sachs currently intends to make a market in the shares of Common Stock. However, Goldman Sachs is not obligated to do so and any market- making activity may be discontinued at any time without notice. In addition, such market-making activity will be subject to the limits imposed by the Securities Act and the Securities Exchange Act of 1934, as amended, and the Rules of the New York Stock Exchange. Goldman Sachs may act as principal or agent in market- making transactions, including as agent for the counterparty when acting as principal or agent for both counterparties, and may receive compensation in the form of discounts and commissions, including from both counterparties when Goldman Sachs acts as agent for both. Such sales will be made at prevailing market prices at the time of sale, at prices related thereto or at negotiated prices. Goldman Sachs is using a market-making prospectus in connection with offers and sales of Common Stock related to market-making transactions. The Company has agreed to indemnify Goldman Sachs against certain liabilities, including liabilities under the Securities Act. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As described in Item 3, the Limited Partnerships presently beneficially own 6,640,958 shares of Common Stock and UPOs exercisable into 87,329 shares of Common Stock. GS Group, Goldman Sachs and GS Advisors may for purposes of this Statement be deemed to beneficially own all of such shares of Common Stock. As described in Item 3, Goldman Sachs presently beneficially owns the 57,762 Market Maker Shares, 1,092,825 shares of Common Stock held in the Managed Accounts and the Directors Options presently exercisable into 5,000 shares of Common Stock. As described in Item 3, GS Group beneficially owns 125,000 Brokerage Shares and the Directors Options presently exercisable into 5,000 shares of Common Stock and may for purposes of this Statement be deemed to beneficially own the 57,762 Market Maker Shares and the 1,092,825 shares of Common Stock held in the Managed Accounts. As a result, as of June 28, 1996: (i) GS Group beneficially owned approximately 0.4% and may for purposes of this Statement be deemed to own 27.2%; (ii) Goldman Sachs owned approximately 0.2% and may for purposes of this Statement be deemed to own 26.8%; (iii) GS Capital beneficially owned approximately 18.3%; and (iv) the Other Limited Partnerships beneficially owned in the aggregate approximately 4.6%, in each case, of the outstanding shares of Common Stock. None of the Filing Persons, and to the knowledge of each of the Filing Persons, none of the Other Limited Partnerships beneficially owns any shares of Common Stock as of June 28, 1996 other than as set forth herein. (b) Each Filing Person shares the power to vote or direct the vote and to dispose or direct the disposition of shares of Common Stock beneficially owned by such Filing Person as indicated in pages 2 through 5 above. The Other Limited Partnerships have shared voting power and shared power to dispose or direct the disposition of 1,345,657 shares of Common Stock (or approximately 4.6% of the outstanding shares of Common Stock) which they beneficially own. (c) Schedule IV sets forth transactions in the Common Stock that were effected during the past sixty days. The transactions in the Common Stock were effected in the over-the-counter-market. The aggregate consideration for the purchases listed on Schedule IV was $52,842,162. Except as set forth on Schedule IV, no transactions in the Common Stock were effected by the Filing Persons, or, to the knowledge of any of the Filing Persons, any of the Other Limited Partnerships or any of the persons listed on Schedules I, II-A or II-B hereto, during the past sixty days. (d) No other person is known by any Filing Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by any Filing Person. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER PURCHASE AGREEMENT. Neither the Company nor GS Group has any material continuing obligations under the Purchase Agreement other than certain financial and operating reporting requirements by the Company. A copy of the Purchase Agreement is filed as Exhibit (1) and is incorporated herein in its entirety by reference. REGISTRATION RIGHTS AGREEMENT. The Limited Partnerships have registration rights pursuant to the Registration Rights Agreement, dated as of November 22, 1993 (the "Registration Rights Agreement"), executed in connection with the Purchase Agreement. Pursuant to the Registration Rights Agreement, the Limited Partnerships have registration rights which, generally, include the right to participate in both demand registrations (i.e., those that are required by certain of the shareholders pursuant to contract) and "piggyback" rights (i.e., the right to join in any registrations undertaken by the Company). A copy of the Registration Rights Agreement is filed as Exhibit (2) and is incorporated herein in its entirety by reference. The foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement are qualified in their entirety by reference to the Purchase Agreement and the Registration Rights Agreement, copies of which are filed as Exhibits (1) and (2) hereto, respectively, and are incorporated herein by reference. Except as described herein, none of the Filing Persons or, to the knowledge of each of the Filing Persons, any of the persons listed on Schedules I, II-A, or II-B hereto is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS (1) Purchase Agreement, dated November 22, 1993. (2) Registration Rights Agreement, dated November 22, 1993. (3) Joint Filing Agreement. SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. THE GOLDMAN SACHS GROUP, L.P. By: /s/ Richard A. Friedman --------------------------- Name: Richard A. Friedman Title: General Partner Dated: July 10, 1996 SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GOLDMAN, SACHS & CO. By: /s/ Richard A. Friedman --------------------------- Name: Richard A. Friedman Title: President Dated: July 10, 1996 SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GS CAPITAL PARTNERS, L.P. By:GS Advisors, L.P., its general partner By:GS Advisors, Inc., its general partner By: /s/ Richard A. Friedman --------------------------- Name: Richard A. Friedman Title: President Dated: July 10, 1996 SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GS ADVISORS, L.P. By: GS Advisors, Inc., its general partner By: /s/ Richard A. Friedman --------------------------- Name: Richard A. Friedman Title: General Partner Dated: July 10, 1996 SCHEDULE I ---------- The following table sets forth the name of each of the general partners of Goldman, Sachs & Co. (other than The Goldman Sachs Group, L.P.) and of The Goldman Sachs Group, L.P. Unless otherwise indicated, the business address of each person listed below is 85 Broad Street, New York, NY 10004, and, unless otherwise indicated, each natural person listed below is a citizen of the United States of America. Nobuyoshi John Ehara Inc., Jun Makihara Inc., Masanori Mochida Inc., Hideo Ishihara, Inc. and Oki Matsumoto, Inc., the only corporate general partners of Goldman, Sachs & Co. and The Goldman Sachs Group, L.P., were each incorporated in the State of Delaware. The principal occupation of each natural person listed below and the principal business of each of Nobuyoshi John Ehara Inc., Jun Makihara Inc., Masanori Mochida Inc., Hideo Ishihara, Inc. and Oki Matsumoto, Inc. is as a general partner of Goldman, Sachs & Co. The persons listed below who have an asterisk marked next to their name are members of the Executive Committee of The Goldman Sachs Group, L.P. Name and Citizenship Business Address - -------------------- ---------------- The persons listed below who have an asterisk marked next to their name are members of the Executive Committee of The Goldman Sachs Group, L.P. Jon Z. Corzine* Henry M. Paulson, Jr.* Roy J. Zuckerberg* David M. Silfen* Richard M. Hayden 133 Fleet Street London EC4A 2BB, England Robert J. Hurst* Howard C. Katz Peter K. Barker 333 South Grand Avenue Los Angeles, CA 90071 Eric S. Dobkin Willard J. Overlock, Jr. Jonathan L. Cohen Fredric B. Garonzik Kevin W. Kennedy William C. Landreth 4900 Sears Tower Chicago, IL 60606 Daniel M. Neidich Edward Spiegel Robert F. Cummings, Jr. Angelo DeCaro Steven G. Einhorn David B. Ford David M. Leuschen Michael R. Lynch Michael D. McCarthy Donald C. Opatrny, Jr. Thomas E. Tuft Michael P. Mortara Lloyd C. Blankfein John P. Curtin, Jr. 150 King Street West Toronto M5H 1J9, Canada Gavyn Davies 133 Fleet Street United Kingdom London EC4A 2BB, England Dexter D. Earle Nobuyoshi John Ehara 12-32, Akasaka 1-chome Japan Minato-ku, Tokyo 107, Japan Nobuyoshi John Ehara Inc. J. Christopher Flowers Gary Gensler Charles T. Harris III Thomas J. Healey Stephen Hendel Robert E. Higgins Robert J. Katz Ernest S. Liu Eff W. Martin 555 California Street San Francisco, CA 94104 Charles B. Mayer, Jr. Michael J. O'Brien 133 Fleet Street United Kingdom London EC4A 2BB, England Mark Schwartz Stephen M. Semlitz Robert K. Steel John A. Thain* 133 Fleet Street London EC4A 2BB, England John L. Thornton 133 Fleet Street London EC4A 2BB, England Bracebridge H. Young, Jr. 133 Fleet Street London EC4A 2BB, England Joseph R. Zimmel Barry L. Zubrow Gary L. Zwerling Jonathan R. Aisbitt 133 Fleet Street United Kingdom London EC4A 2BB, England Andrew M. Alper William J. Buckley Frank L. Coulson, Jr. Connie Kadrovach Duckworth 4900 Sears Tower Chicago, IL 60606 Richard A. Friedman Alan R. Gillespie 133 Fleet Street United Kingdom London EC4A 2BB, England Joseph H. Gleberman Jacob D. Goldfield Steven M. Heller Ann F. Kaplan Robert S. Kaplan Peter D. Kiernan III John P. McNulty T. Willem Mesdag Messe Turm 60308 Frankfurt am Main, Germany Gaetano J. Muzio 555 California Street San Francisco, CA 94104 Robin Illgen Neustein Timothy J. O'Neill Scott M. Pinkus John J. Powers Stephen D. Quinn Arthur J. Reimers 133 Fleet Street London EC4A 2BB, England James P. Riley, Jr. Richard A. Sapp 133 Fleet Street London EC4A 2BB, England Donald F. Textor Thomas B. Walker III Patrick J. Ward 133 Fleet Street London EC4A 2BB, England Jeffrey M. Weingarten 133 Fleet Street London EC4A 2BB, England Jon Winkelried Richard Witten Carlos A. Cordeiro 133 Fleet Street London EC4A 2BB, England John O. Downing W. Mark Evans 3 Garden Road Canada Hong Kong Michael D. Fascitelli Sylvain M. Hefes 2 Rue de Thann France Paris, France 75017 Reuben Jeffery III 133 Fleet Street London EC4A 2BB, England Lawrence H. Linden Jun Makihara 12-32, Akasaka 1-chome Japan Minato-ku, Tokyo 107, Japan Jun Makihara Inc. Masanori Mochida 12-32, Akasaka 1-chome Japan Minato-ku, Tokyo 107, Japan Masanori Mochida Inc. Robert B. Morris III 133 Fleet Street London EC4A 2BB, England Philip D. Murphy Messe Turm, D-6000 Frankfurt am Main 1, Germany Suzanne M. Nora Johnson 333 South Grand Avenue Los Angeles, CA 90071 Terence M. O'Toole Gregory K. Palm 133 Fleet Street London EC4A 2BB, England Carl G.E. Palmstierna 133 Fleet Street Sweden London EC4A 2BB, England Michael G. Rantz 133 Fleet Street London EC4A 2BB, England J. David Rogers Joseph Sassoon 133 Fleet Street Israel London EC4A 2BB, England Peter Savitz 133 Fleet Street London EC4A 2BB, England Charles B. Seelig Jr. Ralph F. Severson 555 California Street San Francisco, CA 94104 Gene T. Sykes 333 South Grand Avenue Los Angeles, CA 90071 Gary A. Syman 12-32, Akasaka 1-chome Minato-ku, Tokyo 107, Japan Leslie C. Tortora John L. Townsend Lee G. Vance 133 Fleet Street London EC4A 2BB, England David A. Viniar John S. Weinberg Peter A. Weinberg Laurence M. Weiss George W. Wellde Jr. 12-32, Akasaka 1-Chome Minato-Ku, Tokyo 107, Japan Jaime E. Yordan Sharmin Mossauar-Rahmani United Kingdom Hideo Ishihara 12-32, Akasaka 1-chome Japan Minato-ku, Tokyo 107, Japan Hideo Ishihara Inc. Paul M. Achleitner Messe Turm 60308 Austria Frankfurt am Main, Germany Armen A. Avanessians Joel S. Beckman David W. Blood 133 Fleet Street London EC4A 2BB, England Zachariah Cobrinik 12-32, Akasaka 1-Chome Minato-Ku, Tokyo 107, Japan Gary D. Cohn 133 Fleet Street London EC4A 2BB, England Christopher A. Cole Henry Cornell 3 Garden Road Hong Kong Robert V. Delaney Joseph Della Rosa J. Michael Evans 133 Fleet Street London EC4A 2BB, England Lawton W. Fitt Joseph D. Gatto Peter C. Gerhard Nomi P. Ghez Israel David T. Hamamoto Walter H. Haydock Munsterhof 4 8022 Zurich, Switzerland David L. Henle Francis J. Ingrassia Scott B. Kapnick 133 Fleet Street London EC4A 2BB, England Kevin M. Kelly John C. Kleinert Jonathan L. Kolatch Peter S. Kraus Robert Litterman Jonathan M. Lopatin Thomas J. Macirowski Peter G.C. Mallinson 3 Garden Road United Kingdom Hong Kong Oki Matsumoto 12-32 Akasaka 1-chome Japan Minato-ku, Tokyo 107, Japan Oki Matsumoto, Inc. E. Scott Mead 133 Fleet Street London EC4A 2BB, England Eric M. Mindich Steven T. Mnuchin Thomas K. Montag Edward A. Mule Kipp M. Nelson 133 Fleet Street London EC4A 2BB, England Christopher K. Norton Robert J. O'Shea Wiet H. Pot 133 Fleet Street Netherlands London EC4A 2BB, England Jack L. Salzman Eric S. Schwartz Michael F. Schwerin Richard S. Sharp 133 Fleet Street United Kingdom London EC4A 2BB, England Richard G. Sherlund Michael S. Sherwood 133 Fleet Street United Kingdom London EC4A 2BB, England Cody J. Smith Daniel W. Stanton Esta E. Stecher Fredric E. Steck Byron D. Trott 4900 Sears Tower Chicago 60606 Barry S. Volpert Peter S. Wheeler 3 Garden Road United Kingdom Hong Kong Anthony G. Williams 133 Fleet Street United Kingdom London EC4A 2BB, England Gary W. Williams Tracy R. Wolstencroft 100 Crescent Court, Suite 1000 Dallas, Texas 75201 Danny O. Yee 3 Garden Road Hong Kong Michael J. Zamkow Mark A. Zurack John P. Curtin, Jr. 85 Broad Street New York, NY 10004 Terence James O'Neill Peter D. Sutherland 133 Fleet Street London EC4A 2BB, England SCHEDULE II-A ------------- The name, business address, present principal occupation or employment and citizenship of each controlling person, if any, director and executive officer of each general partner of Goldman Sachs & Co. or The Goldman Sachs Group that is a corporation are set forth below. I. NOBUYOSHI JOHN EHARA INC. Nobuyoshi John Ehara Inc. is controlled by Nobuyoshi John Ehara, its President and one of its directors. The business address of each person listed below other than Nobuyoshi John Ehara is 85 Broad Street, New York, New York 10004, and each such person is a citizen of the United States of America. The business address of Nobuyoshi John Ehara, a citizen of Japan, is the Ark Mori Building, 12-32, Akasaka 1-chome, Minato-Ku, Tokyo 107, Japan.
Name and Business Address Position Present Principal Occupation - ------------------------- --------- ---------------------------- Robert J. Katz Director and General Partner of Goldman, Chairman of the Sachs & Co. Board Nobuyoshi John Ehara President and General Partner of Goldman, Director Sachs & Co. David A. Viniar Director General Partner of Goldman, Sachs & Co. Esta E. Stecher Vice Chairman of General Partner of Goldman, the Board and Sachs & Co. Treasurer James B. McHugh Secretary Vice President of Goldman, Sachs & Co.
II. MASANORI MOCHIDA INC. Masanori Mochida Inc. is controlled by Masanori Mochida, its President and one of its directors. The business address of each person listed below other than Masanori Mochida is 85 Broad Street, New York, New York 10004, and each such person is a citizen of the United States of America. The business address of Masanori Mochida, a citizen of Japan, is 12-32, Akasaka 1-chome, Minato-ku, Tokyo 107, Japan.
Name and Business Address Position Present Principal Occupation - ------------------------- --------- ---------------------------- Robert J. Katz Director and General Partner of Goldman, Chairman of the Sachs & Co. Board Masanori Mochida President and General Partner of Goldman, Director Sachs & Co. David A. Viniar Director General Partner of Goldman, Sachs & Co. Esta E. Stecher Vice Chairman of General Partner of Goldman, the Board and Sachs & Co. Treasurer James B. McHugh Secretary Vice President of Goldman, Sachs & Co.
III. JUN MAKIHARA INC. Jun Makihara Inc. is controlled by Jun Makihara, its President and one of its directors. The business address of each person listed below other than Jun Makihara is 85 Broad Street, New York, New York 10004, and each such person is a citizen of the United States of America. The business address of Jun Makihara, a citizen of Japan, is 12-32, Akasaka 1-chome, Minato- ku, tokyo 107, Japan.
Name and Business Address Position Present Principal Occupation - ------------------------- --------- ---------------------------- Robert J. Katz Director and General Partner of Goldman, Chairman of the Sachs & Co. Board Jun Makihara President and General Partner of Goldman, Director Sachs & Co. David A. Viniar Director General Partner of Goldman, Sachs & Co. Esta E. Stecher Vice Chairman of General Partner of Goldman, the Board and Sachs & Co. Treasurer James B. McHugh Secretary Vice President of Goldman, Sachs & Co.
IV. HIDEO ISHIHARA INC. Hideo Ishihara Inc. is controlled by Hideo Ishihara, its President and one of its directors. The business address of each person listed below other than Hideo Ishihara is 85 Broad Street, New York, New York 10004, and each such person is a citizen of the United States of America. The business address of Hideo Ishihara, a citizen of Japan, is the Ark Mori Building, 12- 32, Akasaka 1-chome, Minato-Ku, Tokyo 107, Japan.
Name and Business Address Position Present Principal Occupation - ------------------------- --------- ---------------------------- Robert J. Katz Director and General Partner of Goldman, Chairman of the Sachs & Co. Board Hideo Ishihara President and General Partner of Goldman, Director Sachs & Co. David A. Viniar Director General Partner of Goldman, Sachs & Co. Esta E. Stecher Vice Chairman of General Partner of Goldman, the Board and Sachs & Co. Treasurer James B. McHugh Secretary Vice President of Goldman, Sachs & Co.
V. OKI MATSUMOTO INC. Oki Matsumoto Inc. is controlled by Oki Matsumoto, its President and one of its directors. The business address of each person listed below other than Oki Matsumoto is 85 Broad Street, New York, New York 10004, and each such person is a citizen of the United States of America. The busines address of Oki Matsumoto, a citizen of Japan, is the Ark Mori Building, 12-32, Akasaka 1-chome, Minato-Ku, Tokyo 107, Japan.
Name and Business Address Position Present Principal Occupation - ------------------------- --------- ---------------------------- Robert J. Katz Director, Chairman General Partner of Goldman, of the Board and Sachs & Co. Vice President Oki Matsumoto President and General Partner of Goldman, Director Sachs & Co. Esta E. Stecher Director, Vice General Partner of Goldman, Chairman of the Sachs & Co. Board, Vice President and Treasurer James B. McHugh Secretary Vice President of Goldman, Sachs & Co.
SCHEDULE II-B ------------- The name, business address, present principal occupation of each director and executive officer of GS Advisors, Inc., the sole general partner of GS Advisors, L.P., which is the sole general partner of GS Capital Partners,L.P., are set forth below. The business address for all the executive officers and directors listed below except Henry Cornell is 85 Broad Street, New York, New York 10004. The business address of Henry Cornell is 3 Garden Road, Hong Kong. All executive officers and directors listed below are United States citizens.
Name and Business Address Position Present Principal Occupation - ------------------------- --------- ---------------------------- Richard A. Friedman Director/President General Partner of Goldman, Sachs & Co. Terence M. O'Toole Director/President General Partner of Goldman, Sachs & Co. Carla H. Skodinski Vice Vice President of Goldman, President/Secretary Sachs & Co. Elizabeth S. Cogan Treasurer Vice President of Goldman, Sachs & Co. James B. McHugh Assistant Secretary Vice President of Goldman, Sachs & Co. Joseph H. Gleberman Director/Vice General Partner of Goldman, President Sachs & Co. Henry Cornell Vice President General Partner of Goldman, Sachs & Co. Barry S. Volpert Director/Vice General Partner of Goldman, President Sachs & Co.
SCHEDULE III ------------ In settlement of SEC Administrative Proceeding File No. 3-7646 In the Matter of the Distribution of Securities Issued by Certain Government Sponsored Enterprises, Goldman, Sachs & Co., (the "Firm") without admitting or denying the findings consented to the entry of an Order dated January 16, 1992 along with numerous other securities firms. The SEC found that the Firm in connection with its participation in the primary distributions of certain unsecured debt securities issued by Government Sponsored Enterprises ("GSEs") made and kept certain records that did not accurately reflect the Firm's customers' orders for GSEs' securities and/or offers, purchases or sales by the Firm of the GSEs' securities effected by the Firm in violation of Section 17(a) of the Exchange Act and 17 C.F.R. 240.17a-3 and 240.17a- 4. The Firm was ordered to cease and desist from committing or causing future violations of the aforementioned sections of the Exchange Act in connection with any primary distributions of unsecured debt securities issued by the GSEs, pay a civil money penalty to the United States Treasury in the amount of $100,000 and maintain policies and procedures reasonably designed to ensure the Firm's future compliance with the aforementioned sections of the Exchange Act in connection with any primary distributions of unsecured debt securities issued by the GSEs. In SEC Administrative Proceeding File No.3-8282 In the Matter of Goldman, Sachs & Co., the Firm without admitting or denying the allegations settled administrative proceedings involving alleged books and records and supervisory violations relating to eleven trades in the secondary markets for U.S. Treasury securities in 1985 and 1986. The SEC alleged that the Firm had failed to maintain certain records required pursuant to Section 17(a) of the Exchange Act and had also failed to supervise activities relating to the aforementioned trades in violation of Section 15(b)(4)(E) of the Exchange Act. The Firm was ordered to cease and desist from committing or causing any violation of the aforementioned sections of the Exchange Act, pay a civil money penalty to the SEC in the amount of $250,000 and establish policies and procedures reasonably designed to assure compliance with Section 17(a) of the Exchange Act and Rules 17a-3 and 17a-4 thereunder. SCHEDULE IV -----------
Neuromedical Systems, Inc. - -------------------------- Ref. No. Purchase Sales Price Trade Date Settle Date - -------- -------- ------ ------ ---------- ---------- 0528-280447-12 300 17 28-May-96 31-May-96 0528-280448-12 300 17 28-May-96 31-May-96 0625-270790-12 2,000 17 25-Jun-96 28-Jun-96 0628-271009-12 2,000 15 3/4 28-Jun-96 3-Jul-96 0517-100538-12 1,000 19 17-May-96 22-May-96 0528-140577-12 2,000 17.475 28-May-96 31-May-96 0510-140444-12 3,000 20 7/8 10-May-96 15-May-96 0626-140640-12 5,000 16 7/8 26-Jun-96 1-Jul-96 0627-140709-12 2,000 14 3/8 27-Jun-96 2-Jul-96 0528-140581-12 5,000 18 3/8 28-May-96 31-May-96 0528-140582-12 2,500 18 1/8 28-May-96 31-May-96 0528-140583-12 2,500 17 3/4 28-May-96 31-May-96 0528-140584-12 5,000 17 7/8 28-May-96 31-May-96 0627-140580-12 5,000 15.725 27-Jun-96 2-Jul-96 0528-140571-12 2,000 17.475 28-May-96 31-May-96 0603-140421-12 900 17 7/16 3-Jun-96 6-Jun-96 0528-140572-12 2,000 17.475 28-May-96 31-May-96 0611-140513-12 2,000 17.5 11-Jun-96 14-Jun-96 0603-140422-12 1,000 17 7/16 3-Jun-96 6-Jun-96 0611-140465-12 2,000 17 1/4 11-Jun-96 14-Jun-96 0603-140423-12 700 17 7/16 3-Jun-96 6-Jun-96 0627-140436-12 1,500 14 7/8 27-Jun-96 2-Jul-96 0531-140403-12 1,000 17 1/4 31-May-96 5-Jun-96 0528-140429-12 3,000 17 3/4 28-May-96 31-May-96 0607-140514-12 2,500 17 1/5 7-Jun-96 12-Jun-96 0617-140434-12 2,000 17.975 17-Jun-96 20-Jun-96 0603-140420-12 1,600 17 7/16 3-Jun-96 6-Jun-96 0528-140574-12 2,000 17 19/40 28-May-96 31-May-96 0528-140576-12 2,000 17.475 28-May-96 31-May-96 0528-140575-12 2,000 17.475 28-May-96 31-May-96 0514-140437-12 2,000 20 7/8 14-May-96 17-May-96 0528-140561-12 1,000 17.525 28-May-96 31-May-96 0501-140560-12 2,000 20 7/8 1-May-96 6-May-96 0528-140540-12 1,000 17.6 28-May-96 31-May-96 0528-140541-12 1,500 17.35 28-May-96 31-May-96 0528-140542-12 1,000 17.1 28-May-96 31-May-96 0627-140705-12 1,000 16 27-Jun-96 2-Jul-96 0528-140573-12 2,000 17.475 28-May-96 31-May-96 0529-140527-12 1,000 17 7/8 29-May-96 3-Jun-96 0607-140472-12 2,000 17 1/4 7-Jun-96 12-Jun-96 0606-140490-12 5,000 17 3/8 6-Jun-96 11-Jun-96 0521-140514-12 3,000 19 1/16 21-May-96 24-May-96 0521-140515-12 5,000 18.95 21-May-96 24-May-96 0606-140454-12 2,500 17 3/8 6-Jun-96 11-Jun-96 0625-140440-12 1,400 16.975 25-Jun-96 28-Jun-96 0620-140497-12 2,000 17 1/4 20-Jun-96 25-Jun-96 0530-200326-12 300 17 3/8 30-May-96 4-Jun-96 0531-200333-12 500 16 3/4 31-May-96 5-Jun-96 0606-260822-12 1,000 16 3/4 6-Jun-96 11-Jun-96 0528-260974-12 5,000 17 1/8 28-May-96 31-May-96 0528-260975-12 10,000 17 1/4 28-May-96 31-May-96 0528-260976-12 5,000 17 3/8 28-May-96 31-May-96 0603-260579-12 10,000 17 5/8 3-Jun-96 6-Jun-96 0528-260975-12 5,000 17 3/8 29-May-96 31-May-96 0529-260975-12 10,000 17 5/8 3-Jun-96 6-Jun-96 0613-270992-12 5,000 17 1/2 13-Jun-96 18-Jun-96 0613-270990-12 10,000 17 1/2 13-Jun-96 18-Jun-96 0611-271087-12 4,000 17 1/4 11-Jun-96 14-Jun-96 0612-270917-12 2,000 17 1/2 12-Jun-96 17-Jun-96 0613-271001-12 1,000 17 1/2 13-Jun-96 18-Jun-96 0615-270820-12 1,000 17 7/8 17-Jun-96 20-Jun-96 0604-271236-12 3,000 17 1/4 4-Jun-96 7-Jun-96 0612-270920-12 2,000 17 1/2 12-Jun-96 17-Jun-96 0613-271003-12 1,000 17 1/2 13-Jun-96 18-Jun-96 0614-270721-12 15,000 17 3/4 14-Jun-96 19-Jun-96 0612-271049-12 7,000 Cxl 17.452 12-Jun-96 17-Jun-96 0613-999693-12 7,000 17.452 12-Jun-96 17-Jun-96 0502-270993-12 2,000 19 5/8 2-May-96 7-May-96 0531-270790-12 3,000 17.2083 31-May-96 5-Jun-96 0611-271089-12 3,000 17 1/4 11-Jun-96 14-Jun-96 0612-270919-12 2,000 17 1/2 12-Jun-96 17-Jun-96 0613-271002-12 1,000 17 1/2 13-Jun-96 18-Jun-96 0531-270789-12 2,000 17.2083 31-May-96 5-Jun-96 0605-271050-12 2,000 17.4188 5-Jun-96 10-Jun-96 0613-271010-12 1,000 17 1/2 13-Jun-96 18-Jun-96 0615-270826-12 1,000 17 7/8 17-Jun-96 20-Jun-96 0611-271091-12 4,000 17 1/4 11-Jun-96 14-Jun-96 0613-271005-12 1,000 17 1/2 13-Jun-96 18-Jun-96 0615-270822-12 1,000 17 7/8 17-Jun-96 20-Jun-96 0611-271090-12 4,000 17 1/4 11-Jun-96 14-Jun-96 0612-270921-12 3,000 17 1/2 12-Jun-96 17-Jun-96 0613-271004-12 1,000 17 1/2 13-Jun-96 18-Jun-96 0626-270607-12 1,500 16 3/8 26-Jun-96 1-Jul-96 0626-270932-12 2,000 16 3/8 26-Jun-96 1-Jul-96 0611-271094-12 4,000 17 1/4 11-Jun-96 14-Jun-96 0612-270925-12 3,000 17 1/2 12-Jun-96 17-Jun-96 0613-271008-12 1,000 17 1/2 13-Jun-96 18-Jun-96 0604-271233-12 2,000 17 1/4 4-Jun-96 7-Jun-96 0605-271056-12 3,000 17.4188 5-Jun-96 10-Jun-96 0613-270970-12 2,500 17 1/8 13-Jun-96 18-Jun-96 0614-270566-12 500 17 1/2 14-Jun-96 19-Jun-96 0605-271051-12 3,000 17.4188 5-Jun-96 10-Jun-96 0611-271095-12 2,000 17 1/4 11-Jun-96 14-Jun-96 0613-271012-12 1,000 17 1/2 13-Jun-96 18-Jun-96 0615-270827-12 1,000 17 7/8 17-Jun-96 20-Jun-96 0605-270155-12 2,000 17 1/4 4-Jun-96 7-Jun-96 0615-270825-12 1,000 17 7/8 17-Jun-96 20-Jun-96 0611-271088-12 4,000 17 1/4 11-Jun-96 14-Jun-96 0612-270918-12 2,000 17 1/2 12-Jun-96 17-Jun-96 0606-270837-12 1,000 16 3/4 6-Jun-96 11-Jun-96 0606-271083-12 3,000 17 3/8 6-Jun-96 11-Jun-96 0612-270928-12 1,000 17 1/2 12-Jun-96 17-Jun-96 0612-271047-12 7,000 17.452 12-Jun-96 17-Jun-96 0611-271098-12 3,000 17 1/4 11-Jun-96 14-Jun-96 0613-271016-12 1,000 17 1/2 13-Jun-96 18-Jun-96 0521-270911-12 5,000 19 21-May-96 24-May-96 0521-270912-12 5,000 18 7/8 21-May-96 24-May-96 0606-270600-12 10,000 17 1/8 6-Jun-96 11-Jun-96 0605-271052-12 3,000 17.4188 5-Jun-96 10-Jun-96 0605-271053-12 3,000 17.4188 5-Jun-96 10-Jun-96 0612-270922-12 1,000 17 1/2 12-Jun-96 17-Jun-96 0625-270788-12 1,000 17 25-Jun-96 28-Jun-96 0604-271235-12 3,000 17 1/4 4-Jun-96 7-Jun-96 0605-271054-12 2,000 17.4188 5-Jun-96 10-Jun-96 0612-270923-12 2,000 17 1/2 12-Jun-96 17-Jun-96 0604-271234-12 3,000 17 1/4 4-Jun-96 7-Jun-96 0605-271055-12 2,000 17.4188 5-Jun-96 10-Jun-96 0612-270924-12 2,000 17 1/2 12-Jun-96 17-Jun-96 0605-271064-12 3,000 17.4188 5-Jun-96 10-Jun-96 0613-271017-12 2,000 17 1/2 13-Jun-96 18-Jun-96 0612-271045-12 7,500 17.452 12-Jun-96 17-Jun-96 0612-271044-12 7,500 17.452 12-Jun-96 17-Jun-96 0612-270926-12 3,000 17.475 12-Jun-96 17-Jun-96 0613-271009-12 1,000 17.475 13-Jun-96 18-Jun-96 0615-270824-12 2,000 17 7/8 17-Jun-96 20-Jun-96 0613-271011-12 3,000 17 1/2 13-Jun-96 18-Jun-96 0614-270720-12 2,500 17 3/4 14-Jun-96 19-Jun-96 0604-271229-12 3,000 17 1/4 4-Jun-96 7-Jun-96 0606-271082-12 1,000 17 3/8 6-Jun-96 11-Jun-96 0611-271097-12 1,000 17 1/4 11-Jun-96 14-Jun-96 0613-271015-12 1,000 17 1/2 13-Jun-96 18-Jun-96 0615-270831-12 2,000 17 7/8 17-Jun-96 20-Jun-96 0613-270991-12 10,000 17 1/2 13-Jun-96 18-Jun-96 0605-271063-12 3,000 Cxl 17.4188 5-Jun-96 10-Jun-96 0610-999060-12 3,000 17.4188 5-Jun-96 10-Jun-96 0612-271046-12 10,000 17.452 12-Jun-96 17-Jun-96 0604-271231-12 8,000 17.175 4-Jun-96 7-Jun-96 0610-270673-12 1,000 17.425 10-Jun-96 13-Jun-96 0611-271092-12 3,000 17.175 11-Jun-96 14-Jun-96 0613-271006-12 3,000 17 1/2 13-Jun-96 18-Jun-96 0615-270823-12 1,000 17 7/8 17-Jun-96 20-Jun-96 0627-270658-12 3,000 Cxl 15.3 27-Jun-96 2-Jul-96 0626-270929-12 3,000 16.3 26-Jun-96 1-Jul-96 0628-270152-12 1,500 15.3 27-Jun-96 2-Jul-96 0626-270897-12 3,000 16.3 26-Jun-96 1-Jul-96 0628-270151-12 1,500 15.3 27-Jun-96 2-Jul-96 0611-271096-12 3,000 17 1/4 11-Jun-96 14-Jun-96 0615-270830-12 1,000 17 7/8 17-Jun-96 20-Jun-96 0612-271048-12 7,000 17.452 12-Jun-96 17-Jun-96 0614-270718-12 5,000 17.685 14-Jun-96 19-Jun-96 0510-271130-12 2,500 20 3/8 10-May-96 15-May-96 0510-271131-12 1,000 20 1/2 10-May-96 15-May-96 0614-270722-12 7,500 17 3/4 14-Jun-96 19-Jun-96 0605-271057-12 10,000 17.3738 5-Jun-96 10-Jun-96 0614-270860-12 2,500 Cxl 17.705 14-Jun-96 19-Jun-96 0614-270861-12 2,500 Cxl 17.7 14-Jun-96 19-Jun-96 0617-999385-12 2,500 17.705 14-Jun-96 19-Jun-96 0617-999386-12 2,500 17.7 14-Jun-96 19-Jun-96 0627-280486-12 2,000 15 5/8 27-Jun-96 2-Jul-96 0515-280434-12 1,750 20.2 15-May-96 20-May-96 0522-280494-12 1,000 19 22-May-96 28-May-96 0617-280418-12 200 17 1/2 17-Jun-96 20-Jun-96 0508-280434-12 4,000 19 5/8 8-May-96 13-May-96 0522-280495-12 2,000 19 22-May-96 28-May-96 0619-280534-12 6,000 17 1/2 19-Jun-96 24-Jun-96 0619-280529-12 10,000 17 1/2 19-Jun-96 24-Jun-96 0618-999386-12 10,000 17 1/2 12-Jun-96 17-Jun-96 0627-280487-12 2,000 15 5/8 27-Jun-96 2-Jul-96 0619-280530-12 5,000 17 1/2 19-Jun-96 24-Jun-96 0612-280467-12 10,000 17 1/2 12-Jun-96 17-Jun-96 0612-280468-12 10,000 17 1/2 12-Jun-96 17-Jun-96 0612-280465-12 50,000 17 1/2 12-Jun-96 17-Jun-96 0612-280466-12 20,000 17 1/2 12-Jun-96 17-Jun-96 0619-280531-12 5,000 17 1/2 19-Jun-96 24-Jun-96 0619-280532-12 1,000 17 1/2 19-Jun-96 24-Jun-96 0619-280533-12 10,000 17 1/2 19-Jun-96 24-Jun-96 0625-334216-12 7,500 16 5/8 25-Jun-96 28-Jun-96 0625-334217-12 5,000 16 3/4 25-Jun-96 28-Jun-96 0627-334164-12 Cxl 1,000 14 1/2 27-Jun-96 2-Jul-96 0628-334049-12 Cxl 1,000 14 1/2 27-Jun-96 2-Jul-96 0701-999313-12 1,000 14 1/2 27-Jun-96 2-Jul-96 0430-020043-12 50 22 1/4 30-Apr-96 3-May-96 0430-020080-12 1,000 22 1/4 30-Apr-96 3-May-96 0430-020252-12 1,000 22 1/2 30-Apr-96 3-May-96 0430-020271-12 1,000 22 3/8 30-Apr-96 3-May-96 0430-020334-12 1,000 21 7/8 30-Apr-96 3-May-96 0430-020993-12 16,000 21 15/16 30-Apr-96 3-May-96 0430-021414-12 1,000 22 30-Apr-96 3-May-96 0430-021526-12 25,000 21 15/16 30-Apr-96 3-May-96 0430-022886-12 100 22 1/8 30-Apr-96 3-May-96 0430-023066-12 400 21 7/8 30-Apr-96 3-May-96 0430-023276-12 20,000 22 30-Apr-96 3-May-96 0430-023285-12 2,500 22 30-Apr-96 3-May-96 0430-023408-12 4,000 21 7/8 30-Apr-96 3-May-96 0430-023413-12 300 21 15/16 30-Apr-96 3-May-96 0430-023414-12 6,000 21 15/16 30-Apr-96 3-May-96 0430-023415-12 6,000 21 7/8 30-Apr-96 3-May-96 0430-023425-12 700 21 7/8 30-Apr-96 3-May-96 0430-023439-12 2,500 21 7/8 30-Apr-96 3-May-96 0430-023444-12 2,000 21 7/8 30-Apr-96 3-May-96 0430-023446-12 1,000 21 7/8 30-Apr-96 3-May-96 0430-023447-12 1,000 21 7/8 30-Apr-96 3-May-96 0430-023469-12 20,000 21 3/4 30-Apr-96 3-May-96 0430-023627-12 2,000 21 7/8 30-Apr-96 3-May-96 0430-023634-12 1,100 21 7/8 30-Apr-96 3-May-96 0430-023670-12 300 21 3/4 30-Apr-96 3-May-96 0430-023685-12 100 22 30-Apr-96 3-May-96 0430-112666-13 6,000 22 30-Apr-96 3-May-96 0430-113025-13 7,900 21.8571 30-Apr-96 3-May-96 0430-113026-13 7,900 21.8571 30-Apr-96 3-May-96 0430-113027-13 5,300 21.8571 30-Apr-96 3-May-96 0430-113028-13 9,500 21.8571 30-Apr-96 3-May-96 0430-113029-13 21,400 21.8571 30-Apr-96 3-May-96 0430-113030-13 12,400 21.8571 30-Apr-96 3-May-96 0430-113031-13 2,600 21.8571 30-Apr-96 3-May-96 0430-113032-13 3,000 21.8571 30-Apr-96 3-May-96 0430-113497-13 Cxl 6,000 22 30-Apr-96 3-May-96 0430-206223-13 5,000 22.0313 30-Apr-96 3-May-96 0430-260683-13 10,000 21 7/8 30-Apr-96 3-May-96 0501-021227-12 2,000 21 3/4 1-May-96 6-May-96 0501-021328-12 2,500 21 3/4 1-May-96 6-May-96 0501-021552-12 1,000 21 1/4 1-May-96 6-May-96 0501-021623-12 1,000 21 1-May-96 6-May-96 0501-021677-12 1,000 20 1/4 1-May-96 6-May-96 0501-021732-12 1,000 20 3/8 1-May-96 6-May-96 0501-021764-12 5,000 20 1/4 1-May-96 6-May-96 0501-021878-12 1,000 20 3/4 1-May-96 6-May-96 0501-022410-12 1,000 21 1-May-96 6-May-96 0501-022465-12 10,000 20 7/8 1-May-96 6-May-96 0501-022799-12 2,100 21 1-May-96 6-May-96 0501-023571-12 2,000 20 1/2 1-May-96 6-May-96 0501-023577-12 1,000 20 1/2 1-May-96 6-May-96 0501-023585-12 1,000 20 1/2 1-May-96 6-May-96 0501-023590-12 1,000 20 1/2 1-May-96 6-May-96 0501-023804-12 59 20 1/4 1-May-96 6-May-96 0501-024009-12 3,500 20 1/8 1-May-96 6-May-96 0501-024054-12 5,000 20 1/8 1-May-96 6-May-96 0501-024301-12 1,000 20 1-May-96 6-May-96 0501-024543-12 1,500 20 1/8 1-May-96 6-May-96 0501-024567-12 1,100 20 1/8 1-May-96 6-May-96 0501-024569-12 70 20 1/8 1-May-96 6-May-96 0501-024573-12 700 20 1/8 1-May-96 6-May-96 0501-100367-13 17,700 21 1-May-96 6-May-96 0501-100368-13 1,200 21 1-May-96 6-May-96 0501-100369-13 3,100 21 1-May-96 6-May-96 0501-112607-13 5,000 20 3/4 1-May-96 6-May-96 0501-112728-13 1,500 20 1/4 1-May-96 6-May-96 0501-112729-13 1,300 20 1/4 1-May-96 6-May-96 0501-112730-13 600 20 1/4 1-May-96 6-May-96 0501-112731-13 100 20 1/4 1-May-96 6-May-96 0501-112732-13 100 20 1/4 1-May-96 6-May-96 0501-112733-13 100 20 1/4 1-May-96 6-May-96 0501-112734-13 500 20 1/4 1-May-96 6-May-96 0501-112735-13 1,600 20 1/4 1-May-96 6-May-96 0501-112736-13 1,100 20 1/4 1-May-96 6-May-96 0501-112737-13 1,900 20 1/4 1-May-96 6-May-96 0501-112738-13 200 20 1/4 1-May-96 6-May-96 0501-112739-13 1,000 20 1/4 1-May-96 6-May-96 0501-113349-13 4,800 20.6395 1-May-96 6-May-96 0501-113350-13 4,800 20.6395 1-May-96 6-May-96 0501-113351-13 3,200 20.6395 1-May-96 6-May-96 0501-113352-13 5,900 20.6395 1-May-96 6-May-96 0501-113353-13 13,300 20.6395 1-May-96 6-May-96 0501-113354-13 7,700 20.6395 1-May-96 6-May-96 0501-113355-13 1,600 20.6395 1-May-96 6-May-96 0501-113356-13 1,800 20.6395 1-May-96 6-May-96 0501-140481-13 1,000 20 15/16 1-May-96 6-May-96 0501-140504-13 1,000 20 1-May-96 6-May-96 0501-140507-13 1,000 20 1-May-96 6-May-96 0501-140560-13 2,000 20 7/8 1-May-96 6-May-96 0501-280401-13 200 20 1-May-96 6-May-96 7501-334123-13 1,000 20 3/8 1-May-96 6-May-96 0502-021229-12 10,000 20 1/16 2-May-96 7-May-96 0502-022431-12 5,000 20 1/16 2-May-96 7-May-96 0502-022646-12 5,000 20 1/8 2-May-96 7-May-96 0502-023001-12 15,000 20 3/16 2-May-96 7-May-96 0502-023970-12 15,000 19 13/16 2-May-96 7-May-96 0502-024913-12 1,000 20 2-May-96 7-May-96 0502-025028-12 100 19 7/8 2-May-96 7-May-96 0502-100856-13 500 20 1/8 2-May-96 7-May-96 0502-100857-13 1,600 20 1/8 2-May-96 7-May-96 0502-100858-13 7,900 20 1/8 2-May-96 7-May-96 0502-112164-13 5,000 20 1/8 2-May-96 7-May-96 0502-113479-13 10,000 19 3/4 2-May-96 7-May-96 0502-113518-13 50,000 20.1786 2-May-96 7-May-96 0502-113519-13 2,500 20.1786 2-May-96 7-May-96 0502-113585-13 4,500 19.9844 2-May-96 7-May-96 0502-113586-13 4,500 19.9844 2-May-96 7-May-96 0502-113587-13 3,000 19.9844 2-May-96 7-May-96 0502-113588-13 5,400 19.9844 2-May-96 7-May-96 0502-113589-13 12,400 19.9844 2-May-96 7-May-96 0502-113590-13 7,100 19.9844 2-May-96 7-May-96 0502-113591-13 1,400 19.9844 2-May-96 7-May-96 0502-113592-13 1,700 19.9844 2-May-96 7-May-96 0502-270993-13 2,000 19 5/8 2-May-96 7-May-96 0503-021497-12 1,400 19 3/4 3-May-96 8-May-96 0503-021511-12 1,600 19 3/4 3-May-96 8-May-96 0503-021523-12 1,400 19 3/4 3-May-96 8-May-96 0503-021526-12 3,600 19 3/4 3-May-96 8-May-96 0503-022183-12 2,500 19 3/4 3-May-96 8-May-96 0503-022547-12 1,300 19 11/16 3-May-96 8-May-96 0503-022559-12 3,000 19 11/16 3-May-96 8-May-96 0503-022629-12 700 19 11/16 3-May-96 8-May-96 0503-023571-12 200 19 3/4 3-May-96 8-May-96 0503-024568-12 100 19 3/4 3-May-96 8-May-96 0503-024776-12 100 19 3/4 3-May-96 8-May-96 0503-024907-12 700 19 3/4 3-May-96 8-May-96 0503-025141-12 4,400 19 11/16 3-May-96 8-May-96 0503-100784-13 312 Cxl 102 3-May-96 8-May-96 0503-113840-13 15,000 19 5/8 3-May-96 8-May-96 0503-140560-13 500 20 3-May-96 8-May-96 0503-280507-13 5,000 19.85 3-May-96 8-May-96 0506-020276-12 1,000 19 7/8 6-May-96 9-May-96 0506-020775-12 1,000 19 3/8 6-May-96 9-May-96 0506-021327-12 2,000 19 1/2 6-May-96 9-May-96 0506-022945-12 1,000 19 1/8 6-May-96 9-May-96 0506-022947-12 1,000 19 1/8 6-May-96 9-May-96 0506-022950-12 2,000 19 6-May-96 9-May-96 0506-022951-12 1,000 19 6-May-96 9-May-96 0506-022952-12 1,000 19 6-May-96 9-May-96 0506-024103-12 1,000 19 1/8 6-May-96 9-May-96 0506-024119-12 1,000 19 1/8 6-May-96 9-May-96 0506-024123-12 5,000 19 6-May-96 9-May-96 0506-024124-12 1,000 19 3/8 6-May-96 9-May-96 0506-024139-12 1,000 19 3/8 6-May-96 9-May-96 0506-024144-12 25,000 19 3/8 6-May-96 9-May-96 0506-024157-12 10,600 19 1/4 6-May-96 9-May-96 0506-024226-12 5,000 19 3/8 6-May-96 9-May-96 0506-024273-12 1,000 19 5/8 6-May-96 9-May-96 0506-024286-12 35,000 19 5/8 6-May-96 9-May-96 0506-024413-12 2,500 19 1/2 6-May-96 9-May-96 0506-024415-12 2,500 19 1/2 6-May-96 9-May-96 0506-101120-13 1,400 19.205 6-May-96 9-May-96 0506-101121-13 5,300 19.205 6-May-96 9-May-96 0506-101122-13 20,100 19.205 6-May-96 9-May-96 0506-101123-13 100 Cxl 19.205 6-May-96 9-May-96 0506-101124-13 600 19.205 6-May-96 9-May-96 0506-113430-13 27,500 19.364 6-May-96 9-May-96 0506-113986-13 27,500 Cxl 19.3295 6-May-96 9-May-96 0506-260625-13 400 19 1/2 6-May-96 9-May-96 0507-112103-13 3,100 19.3295 6-May-96 9-May-96 0507-112104-13 3,100 19.3295 6-May-96 9-May-96 0507-112105-13 2,100 19.3295 6-May-96 9-May-96 0507-112106-13 3,800 19.3295 6-May-96 9-May-96 0507-112107-13 8,300 19.3295 6-May-96 9-May-96 0507-112108-13 4,900 19.3295 6-May-96 9-May-96 0507-112109-13 1,000 19.3295 6-May-96 9-May-96 0507-112110-13 1,200 19.3295 6-May-96 9-May-96 0507-999590-13 100 19.205 6-May-96 9-May-96 0507-016550-13 1,000 19 3/8 7-May-96 10-May-96 0507-020062-12 1,000 19 5/8 7-May-96 10-May-96 0507-020111-12 1,000 19 5/8 7-May-96 10-May-96 0507-020502-12 1,000 19 5/8 7-May-96 10-May-96 0507-021339-12 2,900 19 1/2 7-May-96 10-May-96 0507-022027-12 8,000 19 5/8 7-May-96 10-May-96 0507-022103-12 2,000 19 1/2 7-May-96 10-May-96 0507-022148-12 10,000 19 9/16 7-May-96 10-May-96 0507-022161-12 2,000 19 1/2 7-May-96 10-May-96 0507-023088-12 7,500 19 9/16 7-May-96 10-May-96 0507-023147-12 2,000 19 1/2 7-May-96 10-May-96 0507-023148-12 11,400 19 1/2 7-May-96 10-May-96 0507-023184-12 2,000 19 1/2 7-May-96 10-May-96 0507-023198-12 4,000 19 1/2 7-May-96 10-May-96 0507-023230-12 1,000 19 1/2 7-May-96 10-May-96 0507-023231-12 9,000 19 1/2 7-May-96 10-May-96 0507-023234-12 1,000 19 1/2 7-May-96 10-May-96 0507-023248-12 2,500 19 7/16 7-May-96 10-May-96 0507-023276-12 1,000 19 1/2 7-May-96 10-May-96 0507-023280-12 9,000 19 1/2 7-May-96 10-May-96 0507-023294-12 1,000 19 1/2 7-May-96 10-May-96 0507-023385-12 10,000 19 1/2 7-May-96 10-May-96 0507-023391-12 2,000 19 1/2 7-May-96 10-May-96 0507-023418-12 10,000 19 1/2 7-May-96 10-May-96 0507-023440-12 5,500 19 7/16 7-May-96 10-May-96 0507-023773-12 600 19 1/2 7-May-96 10-May-96 0507-023774-12 8,600 19 1/2 7-May-96 10-May-96 0507-023997-12 2,000 19 1/2 7-May-96 10-May-96 0507-024152-12 11,000 19 7/16 7-May-96 10-May-96 0507-024320-12 4,500 19 1/2 7-May-96 10-May-96 0507-024341-12 500 19 1/2 7-May-96 10-May-96 0507-024377-12 2,000 19 7/16 7-May-96 10-May-96 0507-024379-12 400 19 7/16 7-May-96 10-May-96 0507-100448-13 1,200 19 5/8 7-May-96 10-May-96 0507-100449-13 6,500 19 5/8 7-May-96 10-May-96 0507-100881-13 1,000 19.458 7-May-96 10-May-96 0507-100882-13 3,800 19.458 7-May-96 10-May-96 0507-100883-13 100 19.458 7-May-96 10-May-96 0507-100884-13 15,100 19.458 7-May-96 10-May-96 0507-112840-13 32,500 19.4 7-May-96 10-May-96 0507-113651-13 32,500 Cxl 19.4 7-May-96 10-May-96 0507-206024-13 2,000 19 5/8 7-May-96 10-May-96 0507-723065-13 1,000 19 1/2 7-May-96 10-May-96 0508-112238-13 3,600 19.4 7-May-96 10-May-96 0508-112239-13 3,700 19.4 7-May-96 10-May-96 0508-112240-13 2,400 19.4 7-May-96 10-May-96 0508-112241-13 4,400 19.4 7-May-96 10-May-96 0508-112242-13 10,100 19.4 7-May-96 10-May-96 0508-112243-13 5,700 19.4 7-May-96 10-May-96 0508-112244-13 1,200 19.4 7-May-96 10-May-96 0508-112245-13 1,400 19.4 7-May-96 10-May-96 7507-334384-13 24,500 Cxl 19.398 7-May-96 10-May-96 7508-334005-13 16,000 19.398 7-May-96 10-May-96 7508-334006-13 6,000 19.398 7-May-96 10-May-96 7508-334007-13 2,500 19.398 7-May-96 10-May-96 0508-017055-13 750 19 1/2 8-May-96 13-May-96 0508-020072-12 100 19 3/4 8-May-96 13-May-96 0508-020073-12 200 19 3/4 8-May-96 13-May-96 0508-022360-12 1,000 19 5/8 8-May-96 13-May-96 0508-022394-12 5,000 19 1/2 8-May-96 13-May-96 0508-022466-12 5,000 19 1/2 8-May-96 13-May-96 0508-022506-12 1,000 20 8-May-96 13-May-96 0508-022548-12 1,500 19 3/4 8-May-96 13-May-96 0508-022549-12 9,100 19 3/4 8-May-96 13-May-96 0508-023063-12 5,000 19 11/16 8-May-96 13-May-96 0508-023071-12 1,200 19 11/16 8-May-96 13-May-96 0508-023072-12 5,000 19 11/16 8-May-96 13-May-96 0508-023097-12 3,800 19 11/16 8-May-96 13-May-96 0508-024069-12 500 19 3/4 8-May-96 13-May-96 0508-024073-12 5,000 19 3/4 8-May-96 13-May-96 0508-024124-12 500 19 3/4 8-May-96 13-May-96 0508-101087-13 1,400 19.602 8-May-96 13-May-96 0508-101088-13 5,200 19.602 8-May-96 13-May-96 0508-101089-13 100 19.602 8-May-96 13-May-96 0508-101090-13 20,450 19.602 8-May-96 13-May-96 0508-280434-13 4,000 19 5/8 8-May-96 13-May-96 0509-020743-12 1,000 19 7/8 9-May-96 14-May-96 0509-021684-12 25,000 19 3/4 9-May-96 14-May-96 0509-022333-12 5,000 19 13/16 9-May-96 14-May-96 0509-023655-12 7,000 19 13/16 9-May-96 14-May-96 0509-023664-12 1,000 19 13/16 9-May-96 14-May-96 0509-023665-12 15,000 19 13/16 9-May-96 14-May-96 0509-023944-12 10,000 20 9-May-96 14-May-96 0509-024144-12 15,000 20 9-May-96 14-May-96 0509-024527-12 6,000 20 3/16 9-May-96 14-May-96 0509-100618-13 1,200 19 3/4 9-May-96 14-May-96 0509-100619-13 4,200 19 3/4 9-May-96 14-May-96 0509-100620-13 100 19 3/4 9-May-96 14-May-96 0509-100621-13 16,500 19 3/4 9-May-96 14-May-96 0510-020051-12 100 20 3/8 10-May-96 15-May-96 0510-020052-12 200 20 3/8 10-May-96 15-May-96 0510-021280-12 5,000 20 3/8 10-May-96 15-May-96 0510-021479-12 2,000 20 3/8 10-May-96 15-May-96 0510-021625-12 10,000 20 1/4 10-May-96 15-May-96 0510-021838-12 1,000 20 5/8 10-May-96 15-May-96 0510-021840-12 1,000 20 3/4 10-May-96 15-May-96 0510-021890-12 1,000 20 7/8 10-May-96 15-May-96 0510-022324-12 3,000 20 7/8 10-May-96 15-May-96 0510-022811-12 5,000 20 11/16 10-May-96 15-May-96 0510-022812-12 1,000 20 11/16 10-May-96 15-May-96 0510-022820-12 3,000 20 7/8 10-May-96 15-May-96 0510-022829-12 2,300 20 11/16 10-May-96 15-May-96 0510-022830-12 500 20 11/16 10-May-96 15-May-96 0510-022846-12 2,000 20 11/16 10-May-96 15-May-96 0510-022857-12 1,000 20 1/2 10-May-96 15-May-96 0510-023479-12 3,000 20 5/8 10-May-96 15-May-96 0510-140444-13 3,000 20 7/8 10-May-96 15-May-96 0510-271130-13 2,500 20 3/8 10-May-96 15-May-96 0510-271131-13 1,000 20 1/2 10-May-96 15-May-96 0510-334339-13 2,000 20 1/2 10-May-96 15-May-96 0510-334340-13 3,000 20 3/8 10-May-96 15-May-96 7510-334247-13 2,000 20 1/4 10-May-96 15-May-96 0513-012999-12 1,000 20 3/4 13-May-96 16-May-96 0513-020693-12 599 20 5/8 13-May-96 16-May-96 0513-022303-12 1,700 20 5/8 13-May-96 16-May-96 0513-022559-12 5,000 20 1/2 13-May-96 16-May-96 0513-022981-12 5,000 20 3/4 13-May-96 16-May-96 0513-023496-12 5,000 20 7/8 13-May-96 16-May-96 0513-024558-12 500 21 13-May-96 16-May-96 0513-113193-13 500 20 3/4 13-May-96 16-May-96 0513-113194-13 5,000 20 3/4 13-May-96 16-May-96 0513-140421-13 2,000 20.35 13-May-96 16-May-96 0513-280464-13 6,000 20.975 13-May-96 16-May-96 0513-280465-13 6,000 21.1 13-May-96 16-May-96 0514-022949-12 3,000 20 3/4 14-May-96 17-May-96 0514-023074-12 400 20 1/2 14-May-96 17-May-96 0514-023426-12 1,000 20 3/8 14-May-96 17-May-96 0514-024273-12 1,000 19 7/8 14-May-96 17-May-96 0514-112606-13 100 21 14-May-96 17-May-96 0514-140437-13 2,000 20 7/8 14-May-96 17-May-96 0515-022247-12 2,000 19 3/4 15-May-96 20-May-96 0515-022248-12 1,000 19 13/16 15-May-96 20-May-96 0515-022342-12 300 20 15-May-96 20-May-96 0515-023045-12 2,000 19 3/4 15-May-96 20-May-96 0515-023855-12 50 19 7/8 15-May-96 20-May-96 0515-280434-13 1,750 20.2 15-May-96 20-May-96 0515-290488-13 10,000 19 15/16 15-May-96 20-May-96 0515-290489-13 5,000 20 1/16 15-May-96 20-May-96 0516-021868-12 1,000 19 3/4 16-May-96 21-May-96 0516-022274-12 10,000 19 3/4 16-May-96 21-May-96 0516-023873-12 2,000 19 3/4 16-May-96 21-May-96 0516-023967-12 2,000 19 1/2 16-May-96 21-May-96 0516-290513-13 10,000 19 15/16 16-May-96 21-May-96 0516-290514-13 10,000 19 13/16 16-May-96 21-May-96 0517-016542-13 600 19 17-May-96 22-May-96 0517-020903-12 4,000 19 1/4 17-May-96 22-May-96 0517-021336-12 3,000 19 1/4 17-May-96 22-May-96 0517-021401-12 2,500 19 1/4 17-May-96 22-May-96 0517-022475-12 3,000 19 1/4 17-May-96 22-May-96 0517-100538-13 1,000 19 17-May-96 22-May-96 0517-100604-13 300 19 1/4 17-May-96 22-May-96 0517-140467-13 1,500 19 5/8 17-May-96 22-May-96 0517-290532-13 15,000 19 7/16 17-May-96 22-May-96 0520-020041-12 200 19 5/8 20-May-96 23-May-96 0520-021321-12 10,000 19 5/8 20-May-96 23-May-96 0520-021642-12 100 20 1/8 20-May-96 23-May-96 0520-021755-12 3,000 19 7/8 20-May-96 23-May-96 0520-021767-12 1,000 19 3/4 20-May-96 23-May-96 0520-022653-12 599 20 20-May-96 23-May-96 0520-022922-12 1,500 20 20-May-96 23-May-96 0520-023079-12 3,000 20 20-May-96 23-May-96 0520-023432-12 1,000 19 7/8 20-May-96 23-May-96 0520-023463-12 5,000 19 7/8 20-May-96 23-May-96 0520-023465-12 1,000 19 3/4 20-May-96 23-May-96 0520-023468-12 1,000 19 3/4 20-May-96 23-May-96 0520-100500-13 600 20 1/8 20-May-96 23-May-96 0520-100501-13 1,800 20 1/8 20-May-96 23-May-96 0520-100502-13 200 20 1/8 20-May-96 23-May-96 0520-280430-13 3,500 20.325 20-May-96 23-May-96 0520-280431-13 5,000 20.1 20-May-96 23-May-96 0520-280458-13 1,000 20.325 20-May-96 23-May-96 7520-334101-13 22,500 19 3/4 20-May-96 23-May-96 0521-016827-13 500 18.69 21-May-96 24-May-96 0521-020925-12 100 19 7/8 21-May-96 24-May-96 0521-021566-12 10,000 19 3/4 21-May-96 24-May-96 0521-022260-12 200 19 7/8 21-May-96 24-May-96 0521-022406-12 1,000 19 5/8 21-May-96 24-May-96 0521-022416-12 1,000 19 3/8 21-May-96 24-May-96 0521-022421-12 1,000 19 3/8 21-May-96 24-May-96 0521-022496-12 200 19 1/2 21-May-96 24-May-96 0521-023216-12 1,000 18 7/8 21-May-96 24-May-96 0521-023703-12 35,000 18 5/8 21-May-96 24-May-96 0521-023716-12 3,000 18 7/8 21-May-96 24-May-96 0521-023954-12 9,100 18 7/8 21-May-96 24-May-96 0521-024149-12 10,000 18 3/4 21-May-96 24-May-96 0521-024164-12 7,500 18 5/8 21-May-96 24-May-96 0521-024292-12 3,000 18 5/8 21-May-96 24-May-96 0521-024297-12 1,200 18 5/8 21-May-96 24-May-96 0521-140514-13 3,000 19 1/16 21-May-96 24-May-96 0521-140515-13 5,000 18.95 21-May-96 24-May-96 0521-206147-13 30,000 18 3/4 21-May-96 24-May-96 0521-206296-13 10,500 19 5/8 21-May-96 24-May-96 0521-206297-13 2,000 19 5/8 21-May-96 24-May-96 0521-206545-13 10,000 19 5/8 21-May-96 24-May-96 0521-270911-13 5,000 19 21-May-96 24-May-96 0521-270912-13 5,000 18 7/8 21-May-96 24-May-96 0521-290530-13 5,000 18 13/16 21-May-96 24-May-96 0521-290531-13 10,000 19 15/16 21-May-96 24-May-96 0521-290532-13 10,000 19 13/16 21-May-96 24-May-96 0521-290533-13 5,000 18 15/16 21-May-96 24-May-96 0521-290534-13 20,000 18 13/16 21-May-96 24-May-96 0522-020294-12 7,000 18 5/8 22-May-96 28-May-96 0522-021269-12 10,000 18 3/4 22-May-96 28-May-96 0522-022929-12 1,100 19 22-May-96 28-May-96 0522-023206-12 1,000 18 3/4 22-May-96 28-May-96 0522-023214-12 10,000 18 3/4 22-May-96 28-May-96 0522-101026-13 25,000 Cxl 18 3/4 22-May-96 28-May-96 0522-140419-13 2,000 19 22-May-96 28-May-96 0522-140429-13 3,000 19 22-May-96 28-May-96 0522-140481-13 2,000 18 3/4 22-May-96 28-May-96 0522-140495-13 2,500 18 3/4 22-May-96 28-May-96 0522-140496-13 2,000 18 5/8 22-May-96 28-May-96 0522-270568-13 400 18 1/2 22-May-96 28-May-96 0522-280419-13 5,000 18.975 22-May-96 28-May-96 0522-280494-13 1,000 19 22-May-96 28-May-96 0522-280495-13 2,000 19 22-May-96 28-May-96 0522-280503-13 500 18.83 22-May-96 28-May-96 0522-280504-13 2,000 18.95 22-May-96 28-May-96 0522-280505-13 500 18.83 22-May-96 28-May-96 0522-280506-13 2,000 18.95 22-May-96 28-May-96 0522-280558-13 2,000 18.867 22-May-96 28-May-96 0522-280559-13 3,300 18.867 22-May-96 28-May-96 0522-280560-13 10,700 18.867 22-May-96 28-May-96 0523-100306-13 100 18 3/4 22-May-96 28-May-96 0523-100307-13 100 18 3/4 22-May-96 28-May-96 0523-100308-13 5,400 18 3/4 22-May-96 28-May-96 0523-100309-13 400 18 3/4 22-May-96 28-May-96 0523-100310-13 14,300 18 3/4 22-May-96 28-May-96 0523-100311-13 100 18 3/4 22-May-96 28-May-96 0523-100312-13 400 18 3/4 22-May-96 28-May-96 0523-100313-13 1,800 18 3/4 22-May-96 28-May-96 0523-100314-13 2,300 18 3/4 22-May-96 28-May-96 0523-100315-13 100 18 3/4 22-May-96 28-May-96 0523-021702-12 300 18 5/8 23-May-96 29-May-96 0523-022169-12 100 18 7/8 23-May-96 29-May-96 0523-022449-12 1,000 18 11/16 23-May-96 29-May-96 0523-022996-12 700 18 5/8 23-May-96 29-May-96 0523-023287-12 10,800 18 5/8 23-May-96 29-May-96 0523-200329-13 800 18 3/8 23-May-96 29-May-96 0524-021532-12 100 18 7/8 24-May-96 30-May-96 0524-023533-12 1,300 18 5/8 24-May-96 30-May-96 0528-020071-12 1,000 18 1/4 28-May-96 31-May-96 0528-020248-12 2,000 18 28-May-96 31-May-96 0528-020271-12 735 18 28-May-96 31-May-96 0528-020289-12 2,000 17 3/4 28-May-96 31-May-96 0528-020422-12 7,500 17 1/2 28-May-96 31-May-96 0528-020742-12 2,300 17 5/8 28-May-96 31-May-96 0528-020754-12 10,000 17 5/8 28-May-96 31-May-96 0528-020788-12 10,000 17 5/8 28-May-96 31-May-96 0528-020791-12 5,000 17 5/8 28-May-96 31-May-96 0528-021171-12 2,000 17 5/8 28-May-96 31-May-96 0528-021172-12 3,000 17 5/8 28-May-96 31-May-96 0528-021826-12 1,000 17 1/2 28-May-96 31-May-96 0528-021839-12 8,000 17 1/2 28-May-96 31-May-96 0528-021840-12 2,000 17 3/8 28-May-96 31-May-96 0528-021862-12 1,500 17 1/4 28-May-96 31-May-96 0528-021881-12 1,000 17 28-May-96 31-May-96 0528-021891-12 1,000 17 28-May-96 31-May-96 0528-021911-12 1,000 17 1/16 28-May-96 31-May-96 0528-021913-12 1,000 17 28-May-96 31-May-96 0528-022337-12 2,500 16 7/8 28-May-96 31-May-96 0528-022397-12 3,000 16 3/4 28-May-96 31-May-96 0528-022496-12 5,000 16 7/8 28-May-96 31-May-96 0528-022554-12 5,000 16 3/4 28-May-96 31-May-96 0528-022999-12 12,500 17 28-May-96 31-May-96 0528-023092-12 5,000 17 1/4 28-May-96 31-May-96 0528-023642-12 250 17 3/8 28-May-96 31-May-96 0528-023690-12 3,400 17 3/8 28-May-96 31-May-96 0528-023746-12 1,000 17 1/4 28-May-96 31-May-96 0528-023748-12 1,000 17 1/4 28-May-96 31-May-96 0528-023935-12 250 17 1/4 28-May-96 31-May-96 0528-023988-12 10,000 17 7/16 28-May-96 31-May-96 0528-024020-12 5,000 17 1/2 28-May-96 31-May-96 0528-024031-12 3,700 17 1/2 28-May-96 31-May-96 0528-100759-13 100 17 5/16 28-May-96 31-May-96 0528-100760-13 200 17 5/16 28-May-96 31-May-96 0528-100761-13 12,900 17 5/16 28-May-96 31-May-96 0528-100762-13 900 17 5/16 28-May-96 31-May-96 0528-100763-13 34,700 17 5/16 28-May-96 31-May-96 0528-100764-13 300 17 5/16 28-May-96 31-May-96 0528-100765-13 900 17 5/16 28-May-96 31-May-96 0528-100766-13 4,400 17 5/16 28-May-96 31-May-96 0528-100767-13 5,400 17 5/16 28-May-96 31-May-96 0528-100768-13 200 17 5/16 28-May-96 31-May-96 0528-112525-13 20,000 17 3/4 28-May-96 31-May-96 0528-140429-13 3,000 17 3/4 28-May-96 31-May-96 0528-140458-13 1,000 17.525 28-May-96 31-May-96 0528-140461-13 2,000 17 1/2 28-May-96 31-May-96 0528-140462-13 2,000 17 1/2 28-May-96 31-May-96 0528-140463-13 2,000 17 1/2 28-May-96 31-May-96 0528-140464-13 2,000 17 1/2 28-May-96 31-May-96 0528-140465-13 2,000 17 1/2 28-May-96 31-May-96 0528-140535-13 1,000 17 3/8 28-May-96 31-May-96 0528-140536-13 2,000 17 1/2 28-May-96 31-May-96 0528-140540-13 1,000 17.6 28-May-96 31-May-96 0528-140541-13 1,500 17.35 28-May-96 31-May-96 0528-140542-13 1,000 17.1 28-May-96 31-May-96 0528-140557-13 1,000 17.525 28-May-96 31-May-96 0528-140558-13 1,000 17.525 28-May-96 31-May-96 0528-140559-13 1,000 17.525 28-May-96 31-May-96 0528-140560-13 1,000 17.525 28-May-96 31-May-96 0528-140561-13 1,000 17.525 28-May-96 31-May-96 0528-140571-13 2,000 17.475 28-May-96 31-May-96 0528-140572-13 2,000 17.475 28-May-96 31-May-96 0528-140573-13 2,000 17.475 28-May-96 31-May-96 0528-140574-13 2,000 17.475 28-May-96 31-May-96 0528-140575-13 2,000 17.475 28-May-96 31-May-96 0528-140576-13 2,000 17.475 28-May-96 31-May-96 0528-140577-13 2,000 17.475 28-May-96 31-May-96 0528-140578-13 2,000 17.475 28-May-96 31-May-96 0528-140579-13 1,000 17.475 28-May-96 31-May-96 0528-140580-13 3,000 17.475 28-May-96 31-May-96 0528-140581-13 5,000 18 3/8 28-May-96 31-May-96 0528-140582-13 2,500 18 1/8 28-May-96 31-May-96 0528-140583-13 2,500 17 3/4 28-May-96 31-May-96 0528-140584-13 5,000 17 7/8 28-May-96 31-May-96 0528-260705-13 500 18 28-May-96 31-May-96 0528-260706-13 500 18 28-May-96 31-May-96 0528-260974-13 5,000 17 1/8 28-May-96 31-May-96 0528-260975-13 10,000 17 1/4 28-May-96 31-May-96 0528-260976-13 5,000 17 3/8 28-May-96 31-May-96 0528-270512-13 2,500 17 5/8 28-May-96 31-May-96 0528-270658-13 200 17 1/2 28-May-96 31-May-96 0528-270712-13 1,000 17 3/8 28-May-96 31-May-96 0528-270835-13 500 17 3/8 28-May-96 31-May-96 0528-280433-13 1,250 17.08 28-May-96 31-May-96 0528-280434-13 1,250 16.95 28-May-96 31-May-96 0528-280435-13 1,250 17.08 28-May-96 31-May-96 0528-280436-13 1,250 16.95 28-May-96 31-May-96 0528-280437-13 2,500 17.08 28-May-96 31-May-96 0528-280438-13 2,500 16.95 28-May-96 31-May-96 0528-280447-13 300 17 28-May-96 31-May-96 0528-280448-13 300 17 28-May-96 31-May-96 0528-280449-13 1,000 17 28-May-96 31-May-96 0528-334184-13 1,000 18 1/2 28-May-96 31-May-96 0528-334185-13 800 18 1/4 28-May-96 31-May-96 0528-334186-13 700 18 28-May-96 31-May-96 7528-334197-13 2,000 17 3/4 28-May-96 31-May-96 0529-020651-12 300 17 5/8 29-May-96 3-Jun-96 0529-020656-12 1,400 17 5/8 29-May-96 3-Jun-96 0529-021459-12 1,000 17 3/4 29-May-96 3-Jun-96 0529-021462-12 1,000 17 3/4 29-May-96 3-Jun-96 0529-021465-12 1,000 17 3/4 29-May-96 3-Jun-96 0529-021470-12 1,000 17 3/4 29-May-96 3-Jun-96 0529-021475-12 1,000 17 3/4 29-May-96 3-Jun-96 0529-021480-12 1,000 17 3/4 29-May-96 3-Jun-96 0529-021484-12 1,000 17 3/4 29-May-96 3-Jun-96 0529-021600-12 1,000 17 3/4 29-May-96 3-Jun-96 0529-021778-12 5,000 17 3/4 29-May-96 3-Jun-96 0529-021849-12 5,000 17 3/4 29-May-96 3-Jun-96 0529-021855-12 4,000 17 3/4 29-May-96 3-Jun-96 0529-022657-12 4,200 17 7/8 29-May-96 3-Jun-96 0529-023127-12 4,000 17 7/8 29-May-96 3-Jun-96 0529-023178-12 4,600 17 7/8 29-May-96 3-Jun-96 0529-023717-12 675 17 1/2 29-May-96 3-Jun-96 0529-024186-12 1,759 17 7/8 29-May-96 3-Jun-96 0529-100938-13 30,000 Cxl 17.6458 29-May-96 3-Jun-96 0529-140427-13 3,000 18 29-May-96 3-Jun-96 0529-140525-13 3,000 17 7/8 29-May-96 3-Jun-96 0529-140526-13 2,000 17 7/8 29-May-96 3-Jun-96 0529-140527-13 1,000 17 7/8 29-May-96 3-Jun-96 0529-140538-13 2,000 17 7/8 29-May-96 3-Jun-96 0529-206254-13 10,000 17 5/8 29-May-96 3-Jun-96 0529-206257-13 3,000 17 1/2 29-May-96 3-Jun-96 0529-206258-13 10,500 17 1/2 29-May-96 3-Jun-96 0530-100349-13 100 17.6458 29-May-96 3-Jun-96 0530-100350-13 100 17.6458 29-May-96 3-Jun-96 0530-100351-13 6,400 17.6458 29-May-96 3-Jun-96 0530-100352-13 500 17.6458 29-May-96 3-Jun-96 0530-100353-13 17,300 17.6458 29-May-96 3-Jun-96 0530-100354-13 200 17.6458 29-May-96 3-Jun-96 0530-100355-13 400 17.6458 29-May-96 3-Jun-96 0530-100356-13 2,200 17.6458 29-May-96 3-Jun-96 0530-100357-13 2,700 17.6458 29-May-96 3-Jun-96 0530-100358-13 100 17.6458 29-May-96 3-Jun-96 0530-022126-12 1,000 17 3/8 30-May-96 4-Jun-96 0530-022234-12 275 17 3/16 30-May-96 4-Jun-96 0530-023742-12 350 17 1/8 30-May-96 4-Jun-96 0530-023837-12 2,500 17 30-May-96 4-Jun-96 0530-023839-12 3,000 16 7/8 30-May-96 4-Jun-96 0530-024044-12 1,000 17 1/8 30-May-96 4-Jun-96 0530-100718-13 2,100 17 30-May-96 4-Jun-96 0530-100719-13 200 17 30-May-96 4-Jun-96 0530-100720-13 5,900 17 30-May-96 4-Jun-96 0530-100721-13 100 17 30-May-96 4-Jun-96 0530-100722-13 100 17 30-May-96 4-Jun-96 0530-100723-13 700 17 30-May-96 4-Jun-96 0530-100724-13 900 17 30-May-96 4-Jun-96 0530-112678-13 10,000 17 3/8 30-May-96 4-Jun-96 0530-200326-13 300 17 3/8 30-May-96 4-Jun-96 0530-206373-13 10,000 16.9688 30-May-96 4-Jun-96 0530-270754-13 500 17 1/8 30-May-96 4-Jun-96 7530-334110-13 1,000 17.975 30-May-96 4-Jun-96 0531-020437-12 5,000 16 7/8 31-May-96 5-Jun-96 0531-021310-12 1,000 16 13/16 31-May-96 5-Jun-96 0531-021311-12 2,000 16 3/4 31-May-96 5-Jun-96 0531-021395-12 500 16 3/4 31-May-96 5-Jun-96 0531-021416-12 500 16 3/4 31-May-96 5-Jun-96 0531-022104-12 5,000 17 31-May-96 5-Jun-96 0531-022193-12 325 17 31-May-96 5-Jun-96 0531-023017-12 3,000 17 1/16 31-May-96 5-Jun-96 0531-023021-12 2,000 17 1/16 31-May-96 5-Jun-96 0531-100548-13 100 17 31-May-96 5-Jun-96 0531-100549-13 100 17 31-May-96 5-Jun-96 0531-100550-13 5,400 17 31-May-96 5-Jun-96 0531-100551-13 400 17 31-May-96 5-Jun-96 0531-100552-13 14,300 17 31-May-96 5-Jun-96 0531-100553-13 100 17 31-May-96 5-Jun-96 0531-100554-13 400 17 31-May-96 5-Jun-96 0531-100555-13 1,800 17 31-May-96 5-Jun-96 0531-100556-13 2,300 17 31-May-96 5-Jun-96 0531-100557-13 100 17 31-May-96 5-Jun-96 0531-140403-13 1,000 17 1/4 31-May-96 5-Jun-96 0531-140447-13 1,500 17.475 31-May-96 5-Jun-96 0531-140455-13 1,500 17.475 31-May-96 5-Jun-96 0531-140457-13 1,500 17.475 31-May-96 5-Jun-96 0531-140460-13 3,000 17 3/8 31-May-96 5-Jun-96 0531-140503-13 2,000 17.475 31-May-96 5-Jun-96 0531-200333-13 500 16 3/4 31-May-96 5-Jun-96 0531-206381-13 20,200 16.9821 31-May-96 5-Jun-96 0531-270786-13 2,000 17.2083 31-May-96 5-Jun-96 0531-270787-13 3,000 17.2083 31-May-96 5-Jun-96 0531-270788-13 5,000 17.2083 31-May-96 5-Jun-96 0531-270789-13 2,000 17.2083 31-May-96 5-Jun-96 0531-270790-13 3,000 17.2083 31-May-96 5-Jun-96 0603-022320-12 1,000 17 1/2 3-Jun-96 6-Jun-96 0603-022324-12 1,000 17 1/2 3-Jun-96 6-Jun-96 0603-022337-12 1,000 17 1/4 3-Jun-96 6-Jun-96 0603-022339-12 1,000 17 1/4 3-Jun-96 6-Jun-96 0603-022351-12 1,000 17 1/4 3-Jun-96 6-Jun-96 0603-022357-12 5,000 17 1/4 3-Jun-96 6-Jun-96 0603-023490-12 5,000 17 3/4 3-Jun-96 6-Jun-96 0603-023845-12 5,500 17 3/4 3-Jun-96 6-Jun-96 0603-100638-13 200 17.2917 3-Jun-96 6-Jun-96 0603-100639-13 300 17.2917 3-Jun-96 6-Jun-96 0603-100640-13 16,100 17.2917 3-Jun-96 6-Jun-96 0603-100641-13 1,100 17.2917 3-Jun-96 6-Jun-96 0603-100642-13 43,300 17.2917 3-Jun-96 6-Jun-96 0603-100643-13 400 17.2917 3-Jun-96 6-Jun-96 0603-100644-13 1,100 17.2917 3-Jun-96 6-Jun-96 0603-100645-13 5,500 17.2917 3-Jun-96 6-Jun-96 0603-100646-13 6,800 17.2917 3-Jun-96 6-Jun-96 0603-100647-13 200 17.2917 3-Jun-96 6-Jun-96 0603-140420-13 1,600 17 7/16 3-Jun-96 6-Jun-96 0603-140421-13 900 17 7/16 3-Jun-96 6-Jun-96 0603-140422-13 1,000 17 7/16 3-Jun-96 6-Jun-96 0603-140423-13 700 17 7/16 3-Jun-96 6-Jun-96 0603-140507-13 2,000 17 7/8 3-Jun-96 6-Jun-96 0603-206428-13 14,000 17.583 3-Jun-96 6-Jun-96 0603-206429-13 1,000 17.583 3-Jun-96 6-Jun-96 0603-260579-13 10,000 17 5/8 3-Jun-96 6-Jun-96 0603-270821-13 10,000 17 1/8 3-Jun-96 6-Jun-96 0603-270822-13 12,500 17 1/4 3-Jun-96 6-Jun-96 0603-290507-13 10,000 17 9/16 3-Jun-96 6-Jun-96 0603-290508-13 15,000 17 11/16 3-Jun-96 6-Jun-96 0604-021907-12 2,500 17 9/16 4-Jun-96 7-Jun-96 0604-021929-12 3,000 17 5/8 4-Jun-96 7-Jun-96 0604-022755-12 1,000 17 1/2 4-Jun-96 7-Jun-96 0604-023109-12 125 17 7/16 4-Jun-96 7-Jun-96 0604-023323-12 1,000 17 1/4 4-Jun-96 7-Jun-96 0604-023943-12 675 17 1/8 4-Jun-96 7-Jun-96 0604-023997-12 3,000 17 1/8 4-Jun-96 7-Jun-96 0604-024052-12 5,000 17 1/4 4-Jun-96 7-Jun-96 0604-024095-12 5,000 17 1/8 4-Jun-96 7-Jun-96 0604-024129-12 5,000 17 1/8 4-Jun-96 7-Jun-96 0604-100583-13 100 17.042 4-Jun-96 7-Jun-96 0604-100584-13 200 17.042 4-Jun-96 7-Jun-96 0604-100585-13 11,900 17.042 4-Jun-96 7-Jun-96 0604-100586-13 900 17.042 4-Jun-96 7-Jun-96 0604-100587-13 32,200 17.042 4-Jun-96 7-Jun-96 0604-100588-13 300 17.042 4-Jun-96 7-Jun-96 0604-100589-13 800 17.042 4-Jun-96 7-Jun-96 0604-100590-13 4,100 17.042 4-Jun-96 7-Jun-96 0604-100591-13 5,000 17.042 4-Jun-96 7-Jun-96 0604-100592-13 100 17.042 4-Jun-96 7-Jun-96 0604-271078-13 20,000 17 1/4 4-Jun-96 7-Jun-96 0604-271227-13 2,000 17 1/4 4-Jun-96 7-Jun-96 0604-271228-13 4,000 17 1/4 4-Jun-96 7-Jun-96 0604-271229-13 3,000 17 1/4 4-Jun-96 7-Jun-96 0604-271230-13 2,000 17 1/4 4-Jun-96 7-Jun-96 0604-271231-13 8,000 17.175 4-Jun-96 7-Jun-96 0604-271232-13 6,000 17 1/4 4-Jun-96 7-Jun-96 0604-271233-13 2,000 17 1/4 4-Jun-96 7-Jun-96 0604-271234-13 3,000 17 1/4 4-Jun-96 7-Jun-96 0604-271235-13 3,000 17 1/4 4-Jun-96 7-Jun-96 0604-271236-13 3,000 17 1/4 4-Jun-96 7-Jun-96 0605-270155-13 2,000 17 1/4 4-Jun-96 7-Jun-96 0605-017039-13 1,000 17 1/8 5-Jun-96 10-Jun-96 0605-020918-12 1,000 17 1/8 5-Jun-96 10-Jun-96 0605-022086-12 2,000 17 1/4 5-Jun-96 10-Jun-96 0605-022088-12 2,000 17 1/4 5-Jun-96 10-Jun-96 0605-022089-12 3,000 17 1/4 5-Jun-96 10-Jun-96 0605-022094-12 5,000 17 1/4 5-Jun-96 10-Jun-96 0605-023543-12 6,000 17 1/4 5-Jun-96 10-Jun-96 0605-100512-13 100 17 3/16 5-Jun-96 10-Jun-96 0605-100513-13 200 17 3/16 5-Jun-96 10-Jun-96 0605-100514-13 10,700 17 3/16 5-Jun-96 10-Jun-96 0605-100515-13 800 17 3/16 5-Jun-96 10-Jun-96 0605-100516-13 28,900 17 3/16 5-Jun-96 10-Jun-96 0605-100517-13 300 17 3/16 5-Jun-96 10-Jun-96 0605-100518-13 700 17 3/16 5-Jun-96 10-Jun-96 0605-100519-13 3,700 17 3/16 5-Jun-96 10-Jun-96 0605-100520-13 4,500 17 3/16 5-Jun-96 10-Jun-96 0605-100521-13 100 17 3/16 5-Jun-96 10-Jun-96 0605-206568-13 25,000 17 3/8 5-Jun-96 10-Jun-96 0605-271050-13 2,000 17.4188 5-Jun-96 10-Jun-96 0605-271051-13 3,000 17.4188 5-Jun-96 10-Jun-96 0605-271052-13 3,000 17.4188 5-Jun-96 10-Jun-96 0605-271053-13 3,000 17.4188 5-Jun-96 10-Jun-96 0605-271054-13 2,000 17.4188 5-Jun-96 10-Jun-96 0605-271055-13 2,000 17.4188 5-Jun-96 10-Jun-96 0605-271056-13 3,000 17.4188 5-Jun-96 10-Jun-96 0605-271057-13 10,000 17.3738 5-Jun-96 10-Jun-96 0605-271058-13 4,000 17.4188 5-Jun-96 10-Jun-96 0605-271059-13 4,000 17.4188 5-Jun-96 10-Jun-96 0605-271060-13 2,000 17.4188 5-Jun-96 10-Jun-96 0605-271061-13 3,000 17.4188 5-Jun-96 10-Jun-96 0605-271062-13 3,000 17.4188 5-Jun-96 10-Jun-96 0605-271063-13 3,000 17.4188 5-Jun-96 10-Jun-96 0605-271064-13 3,000 17.4188 5-Jun-96 10-Jun-96 0605-290517-13 200 17 1/4 5-Jun-96 10-Jun-96 0606-016808-13 500 16 7/8 6-Jun-96 11-Jun-96 0606-021684-12 5,000 17 6-Jun-96 11-Jun-96 0606-021686-12 5,000 17 1/4 6-Jun-96 11-Jun-96 0606-022757-12 3,500 17 1/8 6-Jun-96 11-Jun-96 0606-022760-12 10,000 17 6-Jun-96 11-Jun-96 0606-022958-12 300 16 7/8 6-Jun-96 11-Jun-96 0606-023211-12 110 16 7/8 6-Jun-96 11-Jun-96 0606-023824-12 50 17 6-Jun-96 11-Jun-96 0606-024169-12 500 17 1/8 6-Jun-96 11-Jun-96 0606-100494-13 2,100 17 1/8 6-Jun-96 11-Jun-96 0606-100495-13 200 17 1/8 6-Jun-96 11-Jun-96 0606-100496-13 5,800 17 1/8 6-Jun-96 11-Jun-96 0606-100497-13 100 17 1/8 6-Jun-96 11-Jun-96 0606-100498-13 200 17 1/8 6-Jun-96 11-Jun-96 0606-100499-13 700 17 1/8 6-Jun-96 11-Jun-96 0606-100500-13 900 17 1/8 6-Jun-96 11-Jun-96 0606-140453-13 2,500 17 1/4 6-Jun-96 11-Jun-96 0606-140454-13 2,500 17 3/8 6-Jun-96 11-Jun-96 0606-140490-13 5,000 17 3/8 6-Jun-96 11-Jun-96 0606-260822-13 1,000 16 3/4 6-Jun-96 11-Jun-96 0606-260823-13 1,000 16 3/4 6-Jun-96 11-Jun-96 0606-270600-13 10,000 17 1/8 6-Jun-96 11-Jun-96 0606-270837-13 1,000 16 3/4 6-Jun-96 11-Jun-96 0606-271080-13 2,000 17 3/8 6-Jun-96 11-Jun-96 0606-271081-13 4,000 17 3/8 6-Jun-96 11-Jun-96 0606-271082-13 1,000 17 3/8 6-Jun-96 11-Jun-96 0606-271083-13 3,000 17 3/8 6-Jun-96 11-Jun-96 0607-017039-13 2,000 17 7-Jun-96 12-Jun-96 0607-023980-12 1,000 17 3/8 7-Jun-96 12-Jun-96 0607-023993-12 5,000 17 3/8 7-Jun-96 12-Jun-96 0607-025065-12 1,200 17 1/4 7-Jun-96 12-Jun-96 0607-140472-13 2,000 17 1/4 7-Jun-96 12-Jun-96 0607-140514-13 2,500 17.2 7-Jun-96 12-Jun-96 0607-140522-13 1,000 17 7-Jun-96 12-Jun-96 0610-021292-12 5,000 17 3/8 10-Jun-96 13-Jun-96 0610-021615-12 350 17 5/16 10-Jun-96 13-Jun-96 0610-021882-12 1,000 17 1/4 10-Jun-96 13-Jun-96 0610-022829-12 500 17 3/8 10-Jun-96 13-Jun-96 0610-100631-13 100 17 1/4 10-Jun-96 13-Jun-96 0610-100632-13 3,200 17 1/4 10-Jun-96 13-Jun-96 0610-100633-13 200 17 1/4 10-Jun-96 13-Jun-96 0610-100634-13 8,600 17 1/4 10-Jun-96 13-Jun-96 0610-100635-13 100 17 1/4 10-Jun-96 13-Jun-96 0610-100636-13 200 17 1/4 10-Jun-96 13-Jun-96 0610-100637-13 1,100 17 1/4 10-Jun-96 13-Jun-96 0610-100638-13 1,400 17 1/4 10-Jun-96 13-Jun-96 0610-100639-13 100 17 1/4 10-Jun-96 13-Jun-96 0610-112313-13 500 17 1/4 10-Jun-96 13-Jun-96 0610-140428-13 4,000 17.6 10-Jun-96 13-Jun-96 0610-140436-13 4,000 17.6 10-Jun-96 13-Jun-96 0610-270673-13 1,000 17.425 10-Jun-96 13-Jun-96 0610-270681-13 3,000 17.425 10-Jun-96 13-Jun-96 0610-270778-13 4,000 17 1/8 10-Jun-96 13-Jun-96 0611-020501-12 1,000 17 1/4 11-Jun-96 14-Jun-96 0611-020514-12 1,000 17 1/4 11-Jun-96 14-Jun-96 0611-021595-12 300 17 1/8 11-Jun-96 14-Jun-96 0611-021596-12 500 17 1/8 11-Jun-96 14-Jun-96 0611-022124-12 1,000 17 11-Jun-96 14-Jun-96 0611-022187-12 2,500 17 11-Jun-96 14-Jun-96 0611-022213-12 1,000 17 11-Jun-96 14-Jun-96 0611-022220-12 1,500 17 11-Jun-96 14-Jun-96 0611-022472-12 500 16 3/4 11-Jun-96 14-Jun-96 0611-022756-12 300 17 11-Jun-96 14-Jun-96 0611-022757-12 800 17 11-Jun-96 14-Jun-96 0611-022775-12 10,000 17 11-Jun-96 14-Jun-96 0611-024444-12 5,000 16 7/8 11-Jun-96 14-Jun-96 0611-100496-13 100 17.0469 11-Jun-96 14-Jun-96 0611-100497-13 200 17.0469 11-Jun-96 14-Jun-96 0611-100498-13 8,600 17.0469 11-Jun-96 14-Jun-96 0611-100499-13 600 17.0469 11-Jun-96 14-Jun-96 0611-100500-13 23,000 17.0469 11-Jun-96 14-Jun-96 0611-100501-13 200 17.0469 11-Jun-96 14-Jun-96 0611-100502-13 600 17.0469 11-Jun-96 14-Jun-96 0611-100503-13 3,000 17.0469 11-Jun-96 14-Jun-96 0611-100504-13 3,600 17.0469 11-Jun-96 14-Jun-96 0611-100505-13 100 17.0469 11-Jun-96 14-Jun-96 0611-140455-13 2,000 17 1/2 11-Jun-96 14-Jun-96 0611-140459-13 2,000 17 1/2 11-Jun-96 14-Jun-96 0611-140461-13 5,000 17 3/8 11-Jun-96 14-Jun-96 0611-140465-13 2,000 17 1/4 11-Jun-96 14-Jun-96 0611-140513-13 2,000 17 1/2 11-Jun-96 14-Jun-96 0611-200417-13 300 16 7/8 11-Jun-96 14-Jun-96 0611-260944-13 300 16 3/4 11-Jun-96 14-Jun-96 0611-271087-13 4,000 17 1/4 11-Jun-96 14-Jun-96 0611-271088-13 4,000 17 1/4 11-Jun-96 14-Jun-96 0611-271089-13 3,000 17 1/4 11-Jun-96 14-Jun-96 0611-271090-13 4,000 17 1/4 11-Jun-96 14-Jun-96 0611-271091-13 4,000 17 1/4 11-Jun-96 14-Jun-96 0611-271092-13 3,000 17.175 11-Jun-96 14-Jun-96 0611-271093-13 Cxl 1,000 17 1/4 11-Jun-96 14-Jun-96 0611-271094-13 4,000 17 1/4 11-Jun-96 14-Jun-96 0611-271095-13 2,000 17 1/4 11-Jun-96 14-Jun-96 0611-271096-13 3,000 17 1/4 11-Jun-96 14-Jun-96 0611-271097-13 1,000 17 1/4 11-Jun-96 14-Jun-96 0611-271098-13 3,000 17 1/4 11-Jun-96 14-Jun-96 0611-271099-13 3,000 17 1/4 11-Jun-96 14-Jun-96 0611-271100-13 1,000 17 1/4 11-Jun-96 14-Jun-96 0611-271148-13 500 Cxl 16.85 11-Jun-96 14-Jun-96 0611-271148-13 500 16.85 11-Jun-96 14-Jun-96 0612-999138-13 1,000 17.175 11-Jun-96 14-Jun-96 0612-020863-12 200 17 12-Jun-96 17-Jun-96 0612-020945-12 1,000 17 1/4 12-Jun-96 17-Jun-96 0612-020997-12 1,000 17 1/4 12-Jun-96 17-Jun-96 0612-021427-12 1,000 17 1/4 12-Jun-96 17-Jun-96 0612-022256-12 15,000 17 1/4 12-Jun-96 17-Jun-96 0612-022322-12 700 17 1/4 12-Jun-96 17-Jun-96 0612-022324-12 1,800 17 1/4 12-Jun-96 17-Jun-96 0612-022327-12 3,200 17 1/4 12-Jun-96 17-Jun-96 0612-022330-12 100 17 1/4 12-Jun-96 17-Jun-96 0612-022410-12 2,300 17 1/4 12-Jun-96 17-Jun-96 0612-022468-12 4,400 17 1/4 12-Jun-96 17-Jun-96 0612-022469-12 3,200 17 1/4 12-Jun-96 17-Jun-96 0612-022540-12 1,000 17 3/8 12-Jun-96 17-Jun-96 0612-022544-12 15,000 17 5/16 12-Jun-96 17-Jun-96 0612-023846-12 5,000 17 1/4 12-Jun-96 17-Jun-96 0612-023874-12 1,000 17 1/4 12-Jun-96 17-Jun-96 0612-023890-12 10,000 17 1/4 12-Jun-96 17-Jun-96 0612-023896-12 1,000 17 1/4 12-Jun-96 17-Jun-96 0612-100914-13 25,000 17 1/4 12-Jun-96 17-Jun-96 0612-100953-13 100 17 1/4 12-Jun-96 17-Jun-96 0612-100954-13 100 17 1/4 12-Jun-96 17-Jun-96 0612-100955-13 7,500 17 1/4 12-Jun-96 17-Jun-96 0612-100956-13 500 17 1/4 12-Jun-96 17-Jun-96 0612-100957-13 20,200 17 1/4 12-Jun-96 17-Jun-96 0612-100958-13 200 17 1/4 12-Jun-96 17-Jun-96 0612-100959-13 500 17 1/4 12-Jun-96 17-Jun-96 0612-100960-13 2,600 17 1/4 12-Jun-96 17-Jun-96 0612-100961-13 3,200 17 1/4 12-Jun-96 17-Jun-96 0612-100962-13 100 17 1/4 12-Jun-96 17-Jun-96 0612-113002-13 17,300 17 1/4 12-Jun-96 17-Jun-96 0612-113003-13 2,900 17 1/4 12-Jun-96 17-Jun-96 0612-113004-13 7,200 17 1/4 12-Jun-96 17-Jun-96 0612-113005-13 1,600 17 1/4 12-Jun-96 17-Jun-96 0612-113006-13 900 17 1/4 12-Jun-96 17-Jun-96 0612-113007-13 500 17 1/4 12-Jun-96 17-Jun-96 0612-113008-13 800 17 1/4 12-Jun-96 17-Jun-96 0612-113009-13 4,700 17 1/4 12-Jun-96 17-Jun-96 0612-113010-13 18,500 17 1/4 12-Jun-96 17-Jun-96 0612-113011-13 12,400 17 1/4 12-Jun-96 17-Jun-96 0612-113012-13 20,600 17 1/4 12-Jun-96 17-Jun-96 0612-113013-13 2,200 17 1/4 12-Jun-96 17-Jun-96 0612-113014-13 10,400 17 1/4 12-Jun-96 17-Jun-96 0612-270614-13 4,000 17 1/4 12-Jun-96 17-Jun-96 0612-270853-13 2,500 17 1/2 12-Jun-96 17-Jun-96 0612-270854-13 2,500 17 1/2 12-Jun-96 17-Jun-96 0612-270917-13 2,000 17 1/2 12-Jun-96 17-Jun-96 0612-270918-13 2,000 17 1/2 12-Jun-96 17-Jun-96 0612-270919-13 2,000 17 1/2 12-Jun-96 17-Jun-96 0612-270920-13 2,000 17 1/2 12-Jun-96 17-Jun-96 0612-270921-13 3,000 17 1/2 12-Jun-96 17-Jun-96 0612-270922-13 1,000 17 1/2 12-Jun-96 17-Jun-96 0612-270923-13 2,000 17 1/2 12-Jun-96 17-Jun-96 0612-270924-13 2,000 17 1/2 12-Jun-96 17-Jun-96 0612-270925-13 3,000 17 1/2 12-Jun-96 17-Jun-96 0612-270926-13 3,000 17.475 12-Jun-96 17-Jun-96 0612-270927-13 2,000 17 1/2 12-Jun-96 17-Jun-96 0612-270928-13 1,000 17 1/2 12-Jun-96 17-Jun-96 0612-270979-13 1,000 17 1/2 12-Jun-96 17-Jun-96 0612-270980-13 4,000 17 1/2 12-Jun-96 17-Jun-96 0612-270981-13 2,000 17 1/2 12-Jun-96 17-Jun-96 0612-271043-13 10,000 17.452 12-Jun-96 17-Jun-96 0612-271044-13 7,500 17.452 12-Jun-96 17-Jun-96 0612-271045-13 7,500 17.452 12-Jun-96 17-Jun-96 0612-271046-13 10,000 17.452 12-Jun-96 17-Jun-96 0612-271047-13 7,000 17.452 12-Jun-96 17-Jun-96 0612-271048-13 7,000 17.452 12-Jun-96 17-Jun-96 0612-271049-13 7,000 17.452 12-Jun-96 17-Jun-96 0612-271049-13 Cxl 7,000 17.452 12-Jun-96 17-Jun-96 0612-280465-13 50,000 17 1/2 12-Jun-96 17-Jun-96 0612-280466-13 20,000 17 1/2 12-Jun-96 17-Jun-96 0612-280467-13 10,000 17 1/2 12-Jun-96 17-Jun-96 0612-280468-13 10,000 17 1/2 12-Jun-96 17-Jun-96 0612-280469-13 Cxl 10,000 17 1/2 12-Jun-96 17-Jun-96 0612-334084-13 2,000 17.005 12-Jun-96 17-Jun-96 0618-999386-13 10,000 17 1/2 12-Jun-96 17-Jun-96 0613-016700-13 2,000 17 1/2 13-Jun-96 18-Jun-96 0613-021472-12 900 17 1/4 13-Jun-96 18-Jun-96 0613-022045-12 550 17 1/4 13-Jun-96 18-Jun-96 0613-023834-12 55 17 5/8 13-Jun-96 18-Jun-96 0613-023931-12 5,300 17 1/2 13-Jun-96 18-Jun-96 0613-023933-12 1,300 17 1/2 13-Jun-96 18-Jun-96 0613-023937-12 1,000 17 1/2 13-Jun-96 18-Jun-96 0613-023938-12 1,000 17 5/8 13-Jun-96 18-Jun-96 0613-023951-12 2,000 17 1/2 13-Jun-96 18-Jun-96 0613-024068-12 55 17 5/8 13-Jun-96 18-Jun-96 0613-024312-12 5,000 17 1/2 13-Jun-96 18-Jun-96 0613-113079-13 13,000 17 1/4 13-Jun-96 18-Jun-96 0613-113080-13 2,200 17 1/4 13-Jun-96 18-Jun-96 0613-113081-13 5,500 17 1/4 13-Jun-96 18-Jun-96 0613-113082-13 1,100 17 1/4 13-Jun-96 18-Jun-96 0613-113083-13 800 17 1/4 13-Jun-96 18-Jun-96 0613-113084-13 400 17 1/4 13-Jun-96 18-Jun-96 0613-113085-13 500 17 1/4 13-Jun-96 18-Jun-96 0613-113086-13 3,300 17 1/4 13-Jun-96 18-Jun-96 0613-113087-13 13,800 17 1/4 13-Jun-96 18-Jun-96 0613-113088-13 9,300 17 1/4 13-Jun-96 18-Jun-96 0613-113089-13 15,500 17 1/4 13-Jun-96 18-Jun-96 0613-113090-13 1,700 17 1/4 13-Jun-96 18-Jun-96 0613-113091-13 7,900 17 1/4 13-Jun-96 18-Jun-96 0613-140443-13 10,000 17.725 13-Jun-96 18-Jun-96 0613-140466-13 100 17 3/8 13-Jun-96 18-Jun-96 0613-270970-13 2,500 17 1/8 13-Jun-96 18-Jun-96 0613-270990-13 10,000 17 1/2 13-Jun-96 18-Jun-96 0613-270991-13 10,000 17 1/2 13-Jun-96 18-Jun-96 0613-270992-13 5,000 17 1/2 13-Jun-96 18-Jun-96 0613-271001-13 1,000 17 1/2 13-Jun-96 18-Jun-96 0613-271002-13 1,000 17 1/2 13-Jun-96 18-Jun-96 0613-271003-13 1,000 17 1/2 13-Jun-96 18-Jun-96 0613-271004-13 1,000 17 1/2 13-Jun-96 18-Jun-96 0613-271005-13 1,000 17 1/2 13-Jun-96 18-Jun-96 0613-271006-13 3,000 17 1/2 13-Jun-96 18-Jun-96 0613-271007-13 1,000 17.425 13-Jun-96 18-Jun-96 0613-271008-13 1,000 17 1/2 13-Jun-96 18-Jun-96 0613-271009-13 1,000 17.475 13-Jun-96 18-Jun-96 0613-271010-13 1,000 17 1/2 13-Jun-96 18-Jun-96 0613-271011-13 3,000 17 1/2 13-Jun-96 18-Jun-96 0613-271012-13 1,000 17 1/2 13-Jun-96 18-Jun-96 0613-271013-13 1,000 17 1/2 13-Jun-96 18-Jun-96 0613-271014-13 1,000 17 1/2 13-Jun-96 18-Jun-96 0613-271015-13 1,000 17 1/2 13-Jun-96 18-Jun-96 0613-271016-13 1,000 17 1/2 13-Jun-96 18-Jun-96 0613-271017-13 2,000 17 1/2 13-Jun-96 18-Jun-96 0613-271018-13 1,000 17 1/2 13-Jun-96 18-Jun-96 0613-271019-13 2,000 17 1/2 13-Jun-96 18-Jun-96 0614-016730-13 1,000 17 3/8 14-Jun-96 19-Jun-96 0614-021963-12 5,000 17 1/2 14-Jun-96 19-Jun-96 0614-022102-12 325 17 5/8 14-Jun-96 19-Jun-96 0614-023698-12 100 17 1/2 14-Jun-96 19-Jun-96 0614-024039-12 100 17 1/2 14-Jun-96 19-Jun-96 0614-113373-13 12,000 17 1/2 14-Jun-96 19-Jun-96 0614-140462-13 2,000 17 1/2 14-Jun-96 19-Jun-96 0614-270566-13 500 17 1/2 14-Jun-96 19-Jun-96 0614-270649-13 2,500 17 3/4 14-Jun-96 19-Jun-96 0614-270718-13 5,000 17.685 14-Jun-96 19-Jun-96 0614-270720-13 2,500 17 3/4 14-Jun-96 19-Jun-96 0614-270721-13 15,000 17 3/4 14-Jun-96 19-Jun-96 0614-270722-13 7,500 17 3/4 14-Jun-96 19-Jun-96 0614-270860-13 2,500 17.705 14-Jun-96 19-Jun-96 0614-270861-13 2,500 17.7 14-Jun-96 19-Jun-96 0615-270600-13 10,000 17 3/4 17-Jun-96 20-Jun-96 0615-270820-13 1,000 17 7/8 17-Jun-96 20-Jun-96 0615-270821-13 1,000 17 7/8 17-Jun-96 20-Jun-96 0615-270822-13 1,000 17 7/8 17-Jun-96 20-Jun-96 0615-270823-13 1,000 17 7/8 17-Jun-96 20-Jun-96 0615-270824-13 2,000 17 7/8 17-Jun-96 20-Jun-96 0615-270825-13 1,000 17 7/8 17-Jun-96 20-Jun-96 0615-270826-13 1,000 17 7/8 17-Jun-96 20-Jun-96 0615-270827-13 1,000 17 7/8 17-Jun-96 20-Jun-96 0615-270828-13 1,000 17 7/8 17-Jun-96 20-Jun-96 0615-270829-13 1,000 17 7/8 17-Jun-96 20-Jun-96 0615-270830-13 1,000 17 7/8 17-Jun-96 20-Jun-96 0615-270831-13 2,000 17 7/8 17-Jun-96 20-Jun-96 0615-270832-13 1,000 17 7/8 17-Jun-96 20-Jun-96 0617-016906-13 500 17 3/8 17-Jun-96 20-Jun-96 0617-016942-13 1,000 17 1/4 17-Jun-96 20-Jun-96 0617-020491-12 305 17 1/2 17-Jun-96 20-Jun-96 0617-021917-12 1,900 17 11/16 17-Jun-96 20-Jun-96 0617-021921-12 1,100 17 11/16 17-Jun-96 20-Jun-96 0617-024164-12 2,000 17 7/8 17-Jun-96 20-Jun-96 0617-112669-13 5,000 17 1/2 17-Jun-96 20-Jun-96 0617-113393-13 4,400 17 5/8 17-Jun-96 20-Jun-96 0617-113394-13 800 17 5/8 17-Jun-96 20-Jun-96 0617-113395-13 1,800 17 5/8 17-Jun-96 20-Jun-96 0617-113396-13 400 17 5/8 17-Jun-96 20-Jun-96 0617-113397-13 200 17 5/8 17-Jun-96 20-Jun-96 0617-113398-13 100 17 5/8 17-Jun-96 20-Jun-96 0617-113399-13 200 17 5/8 17-Jun-96 20-Jun-96 0617-113400-13 1,200 17 5/8 17-Jun-96 20-Jun-96 0617-113401-13 4,700 17 5/8 17-Jun-96 20-Jun-96 0617-113402-13 3,100 17 5/8 17-Jun-96 20-Jun-96 0617-113403-13 4,900 17 5/8 17-Jun-96 20-Jun-96 0617-113404-13 600 17 5/8 17-Jun-96 20-Jun-96 0617-113405-13 2,600 17 5/8 17-Jun-96 20-Jun-96 0617-140434-13 2,000 17.975 17-Jun-96 20-Jun-96 0617-280418-13 200 17 1/2 17-Jun-96 20-Jun-96 0618-016533-13 500 17 3/8 18-Jun-96 21-Jun-96 0618-016684-13 500 17 3/8 18-Jun-96 21-Jun-96 0618-016913-13 500 17 3/8 18-Jun-96 21-Jun-96 0618-016920-13 1,000 17 1/4 18-Jun-96 21-Jun-96 0618-021438-12 1,000 17 3/4 18-Jun-96 21-Jun-96 0618-024567-12 125 17 5/8 18-Jun-96 21-Jun-96 0618-140451-13 500 17 9/16 18-Jun-96 21-Jun-96 0618-140503-13 5,000 17.975 18-Jun-96 21-Jun-96 0619-020282-12 500 17 3/8 19-Jun-96 24-Jun-96 0619-022492-12 300 17 1/2 19-Jun-96 24-Jun-96 0619-023343-12 5,000 17 3/8 19-Jun-96 24-Jun-96 0619-023748-12 550 17 3/8 19-Jun-96 24-Jun-96 0619-024083-12 1,000 17 3/8 19-Jun-96 24-Jun-96 0619-024728-12 1,000 17 1/8 19-Jun-96 24-Jun-96 0619-140484-13 2,000 17 5/8 19-Jun-96 24-Jun-96 0619-270578-13 5,000 17 3/8 19-Jun-96 24-Jun-96 0619-270604-13 53,500 17 1/8 19-Jun-96 24-Jun-96 0619-280529-13 10,000 17 1/2 19-Jun-96 24-Jun-96 0619-280530-13 5,000 17 1/2 19-Jun-96 24-Jun-96 0619-280531-13 5,000 17 1/2 19-Jun-96 24-Jun-96 0619-280532-13 1,000 17 1/2 19-Jun-96 24-Jun-96 0619-280533-13 10,000 17 1/2 19-Jun-96 24-Jun-96 0619-280534-13 6,000 17 1/2 19-Jun-96 24-Jun-96 0619-280535-13 1,000 17 1/2 19-Jun-96 24-Jun-96 0619-280536-13 10,000 17 1/2 19-Jun-96 24-Jun-96 0619-280537-13 1,000 17 3/8 19-Jun-96 24-Jun-96 0619-280538-13 1,000 17 3/8 19-Jun-96 24-Jun-96 0620-016552-13 500 16 7/8 20-Jun-96 25-Jun-96 0620-022506-12 2,000 17 1/8 20-Jun-96 25-Jun-96 0620-023262-12 2,000 16 7/8 20-Jun-96 25-Jun-96 0620-023881-12 100 17 1/8 20-Jun-96 25-Jun-96 0620-024370-12 1,226 16 3/4 20-Jun-96 25-Jun-96 0620-026651-12 1,000 17 20-Jun-96 25-Jun-96 0620-026667-12 2,000 17 20-Jun-96 25-Jun-96 0620-026681-12 1,500 17 20-Jun-96 25-Jun-96 0620-140435-13 1,000 17 3/8 20-Jun-96 25-Jun-96 0620-140497-13 2,000 17 1/4 20-Jun-96 25-Jun-96 7620-334451-13 10,000 16.7813 20-Jun-96 25-Jun-96 0621-020472-12 2,000 17 1/8 21-Jun-96 26-Jun-96 0621-200478-13 300 16 7/8 21-Jun-96 26-Jun-96 0624-022851-12 25 17 24-Jun-96 27-Jun-96 0624-140525-13 1,000 17 1/8 24-Jun-96 27-Jun-96 0624-280429-13 2,000 16 7/8 24-Jun-96 27-Jun-96 0625-016631-13 500 16 5/8 25-Jun-96 28-Jun-96 0625-023262-12 10,000 16 3/4 25-Jun-96 28-Jun-96 0625-140440-13 1,400 16.975 25-Jun-96 28-Jun-96 0625-200392-13 250 16 5/8 25-Jun-96 28-Jun-96 0625-270788-13 1,000 17 25-Jun-96 28-Jun-96 0625-270789-13 2,000 17 25-Jun-96 28-Jun-96 0625-270790-13 2,000 17 25-Jun-96 28-Jun-96 0625-280420-13 4,400 17.15 25-Jun-96 28-Jun-96 0625-334216-13 7,500 16 5/8 25-Jun-96 28-Jun-96 0625-334217-13 5,000 16 3/4 25-Jun-96 28-Jun-96 0626-016616-13 1,600 17 1/16 26-Jun-96 1-Jul-96 0626-020891-12 8,000 16 3/4 26-Jun-96 1-Jul-96 0626-021092-12 30,000 16 7/8 26-Jun-96 1-Jul-96 0626-021707-12 350 16 9/16 26-Jun-96 1-Jul-96 0626-022358-12 275 16 5/8 26-Jun-96 1-Jul-96 0626-022823-12 200 16 3/4 26-Jun-96 1-Jul-96 0626-024102-12 2,500 16 5/8 26-Jun-96 1-Jul-96 0626-024252-12 1,000 16 1/2 26-Jun-96 1-Jul-96 0626-024763-12 2,000 16 1/4 26-Jun-96 1-Jul-96 0626-024775-12 2,000 16 1/2 26-Jun-96 1-Jul-96 0626-025275-12 1,000 16 26-Jun-96 1-Jul-96 0626-113469-13 6,900 16 3/4 26-Jun-96 1-Jul-96 0626-113470-13 1,200 16 3/4 26-Jun-96 1-Jul-96 0626-113471-13 2,900 16 3/4 26-Jun-96 1-Jul-96 0626-113472-13 600 16 3/4 26-Jun-96 1-Jul-96 0626-113473-13 300 16 3/4 26-Jun-96 1-Jul-96 0626-113474-13 100 16 3/4 26-Jun-96 1-Jul-96 0626-113475-13 300 16 3/4 26-Jun-96 1-Jul-96 0626-113476-13 1,800 16 3/4 26-Jun-96 1-Jul-96 0626-113477-13 7,400 16 3/4 26-Jun-96 1-Jul-96 0626-113478-13 5,000 16 3/4 26-Jun-96 1-Jul-96 0626-113479-13 8,400 16 3/4 26-Jun-96 1-Jul-96 0626-113480-13 900 16 3/4 26-Jun-96 1-Jul-96 0626-113481-13 4,200 16 3/4 26-Jun-96 1-Jul-96 0626-140403-13 5,000 16 3/8 26-Jun-96 1-Jul-96 0626-140640-13 5,000 16 7/8 26-Jun-96 1-Jul-96 0626-270607-13 1,500 16 3/8 26-Jun-96 1-Jul-96 0626-270897-13 3,000 16.3 26-Jun-96 1-Jul-96 0626-270929-13 3,000 16.3 26-Jun-96 1-Jul-96 0626-270932-13 2,000 16 3/8 26-Jun-96 1-Jul-96 0627-020319-12 2,000 15 3/4 27-Jun-96 2-Jul-96 0627-020521-12 2,000 15 3/4 27-Jun-96 2-Jul-96 0627-020670-12 10,000 15 3/4 27-Jun-96 2-Jul-96 0627-021296-12 2,000 15 3/4 27-Jun-96 2-Jul-96 0627-021340-12 4,000 15 3/4 27-Jun-96 2-Jul-96 0627-021606-12 10,000 15 7/8 27-Jun-96 2-Jul-96 0627-021733-12 1,000 15 3/4 27-Jun-96 2-Jul-96 0627-021752-12 500 15 3/4 27-Jun-96 2-Jul-96 0627-021790-12 1,000 15 3/4 27-Jun-96 2-Jul-96 0627-021792-12 1,000 15 3/4 27-Jun-96 2-Jul-96 0627-021810-12 300 15 3/4 27-Jun-96 2-Jul-96 0627-021894-12 1,000 15 3/4 27-Jun-96 2-Jul-96 0627-021971-12 1,000 15 1/2 27-Jun-96 2-Jul-96 0627-022048-12 1,000 15 1/4 27-Jun-96 2-Jul-96 0627-022100-12 1,000 14 3/4 27-Jun-96 2-Jul-96 0627-022103-12 1,000 15 27-Jun-96 2-Jul-96 0627-022135-12 1,000 14 1/2 27-Jun-96 2-Jul-96 0627-022150-12 1,000 14 1/4 27-Jun-96 2-Jul-96 0627-022162-12 5,000 14 27-Jun-96 2-Jul-96 0627-022210-12 2,000 14 1/4 27-Jun-96 2-Jul-96 0627-022252-12 2,000 14 1/2 27-Jun-96 2-Jul-96 0627-022254-12 2,000 14 1/2 27-Jun-96 2-Jul-96 0627-022258-12 1,000 14 1/2 27-Jun-96 2-Jul-96 0627-022259-12 1,000 14 1/2 27-Jun-96 2-Jul-96 0627-022319-12 200 14 5/8 27-Jun-96 2-Jul-96 0627-022326-12 2,300 14 5/8 27-Jun-96 2-Jul-96 0627-022453-12 500 14 1/8 27-Jun-96 2-Jul-96 0627-022474-12 5,000 14 5/8 27-Jun-96 2-Jul-96 0627-022633-12 5,000 14 3/4 27-Jun-96 2-Jul-96 0627-022963-12 400 15 27-Jun-96 2-Jul-96 0627-022964-12 1,000 15 27-Jun-96 2-Jul-96 0627-022989-12 1,000 15 27-Jun-96 2-Jul-96 0627-022996-12 500 15 27-Jun-96 2-Jul-96 0627-023028-12 4,000 15 27-Jun-96 2-Jul-96 0627-023308-12 1,000 15 27-Jun-96 2-Jul-96 0627-023359-12 500 15 27-Jun-96 2-Jul-96 0627-023411-12 1,000 15 1/4 27-Jun-96 2-Jul-96 0627-023452-12 1,000 15 1/4 27-Jun-96 2-Jul-96 0627-023453-12 2,000 15 3/8 27-Jun-96 2-Jul-96 0627-023891-12 4,000 15 1/2 27-Jun-96 2-Jul-96 0627-024069-12 2,500 15 5/8 27-Jun-96 2-Jul-96 0627-024109-12 1,000 15 7/8 27-Jun-96 2-Jul-96 0627-024524-12 1,500 15 3/4 27-Jun-96 2-Jul-96 0627-024525-12 300 15 3/4 27-Jun-96 2-Jul-96 0627-024536-12 1,000 15 5/8 27-Jun-96 2-Jul-96 0627-024540-12 1,000 15 5/8 27-Jun-96 2-Jul-96 0627-140428-13 1,000 16.15 27-Jun-96 2-Jul-96 0627-140436-13 1,500 14 7/8 27-Jun-96 2-Jul-96 0627-140576-13 2,500 15.725 27-Jun-96 2-Jul-96 0627-140579-13 2,500 15.725 27-Jun-96 2-Jul-96 0627-140580-13 5,000 15.725 27-Jun-96 2-Jul-96 0627-140601-13 1,000 15 1/4 27-Jun-96 2-Jul-96 0627-140608-13 5,000 14.85 27-Jun-96 2-Jul-96 0627-140609-13 10,000 14.85 27-Jun-96 2-Jul-96 0627-140692-13 5,000 16.2 27-Jun-96 2-Jul-96 0627-140693-13 5,000 16.2 27-Jun-96 2-Jul-96 0627-140699-13 5,000 16.2 27-Jun-96 2-Jul-96 0627-140700-13 1,500 16 27-Jun-96 2-Jul-96 0627-140701-13 5,000 15.7 27-Jun-96 2-Jul-96 0627-140705-13 1,000 16 27-Jun-96 2-Jul-96 0627-140709-13 2,000 14 3/8 27-Jun-96 2-Jul-96 0627-140719-13 5,000 15.35 27-Jun-96 2-Jul-96 0627-140720-13 5,000 15.35 27-Jun-96 2-Jul-96 0627-270658-13 Cxl 3,000 15.3 27-Jun-96 2-Jul-96 0627-270664-13 2,000 15.45 27-Jun-96 2-Jul-96 0627-270665-13 10,000 15.825 27-Jun-96 2-Jul-96 0627-270688-13 1,000 15 3/8 27-Jun-96 2-Jul-96 0627-270739-13 50 14 3/4 27-Jun-96 2-Jul-96 0627-270901-13 2,000 15 1/4 27-Jun-96 2-Jul-96 0627-280407-13 5,000 15 7/8 27-Jun-96 2-Jul-96 0627-280486-13 2,000 15 5/8 27-Jun-96 2-Jul-96 0627-280487-13 2,000 15 5/8 27-Jun-96 2-Jul-96 0627-334164-13 1,000 14 1/2 27-Jun-96 2-Jul-96 0627-334311-13 4,000 15 27-Jun-96 2-Jul-96 0627-334415-13 1,000 14 5/8 27-Jun-96 2-Jul-96 0628-270151-13 1,500 15.3 27-Jun-96 2-Jul-96 0628-270152-13 1,500 15.3 27-Jun-96 2-Jul-96 0628-334049-13 1,000 Cxl 14 1/2 27-Jun-96 2-Jul-96 7627-334372-13 2,500 15 3/4 27-Jun-96 2-Jul-96 0628-021193-12 2,700 15 11/16 28-Jun-96 3-Jul-96 0628-021324-12 4,600 15 3/4 28-Jun-96 3-Jul-96 0628-021662-12 1,000 15 7/8 28-Jun-96 3-Jul-96 0628-021663-12 800 15 3/4 28-Jun-96 3-Jul-96 0628-021695-12 4,600 15 5/8 28-Jun-96 3-Jul-96 0628-022228-12 2,000 15 3/8 28-Jun-96 3-Jul-96 0628-022292-12 1,000 15 3/8 28-Jun-96 3-Jul-96 0628-022541-12 175 15 1/2 28-Jun-96 3-Jul-96 0628-022663-12 1,000 15 1/2 28-Jun-96 3-Jul-96 0628-022686-12 1,000 15 1/2 28-Jun-96 3-Jul-96 0628-022739-12 800 15 1/2 28-Jun-96 3-Jul-96 0628-022976-12 4,200 15 3/8 28-Jun-96 3-Jul-96 0628-022980-12 1,000 15 3/8 28-Jun-96 3-Jul-96 0628-022981-12 4,800 15 3/8 28-Jun-96 3-Jul-96 0628-023561-12 1,000 15 1/4 28-Jun-96 3-Jul-96 0628-023578-12 1,000 15 28-Jun-96 3-Jul-96 0628-023591-12 1,000 15 28-Jun-96 3-Jul-96 0628-023592-12 1,000 15 28-Jun-96 3-Jul-96 0628-023595-12 2,000 15 28-Jun-96 3-Jul-96 0628-023601-12 2,000 15 28-Jun-96 3-Jul-96 0628-023629-12 1,000 14 7/8 28-Jun-96 3-Jul-96 0628-023632-12 2,000 14 7/8 28-Jun-96 3-Jul-96 0628-023646-12 1,000 14 7/8 28-Jun-96 3-Jul-96 0628-023688-12 500 15 28-Jun-96 3-Jul-96 0628-023789-12 1,000 14 7/8 28-Jun-96 3-Jul-96 0628-023813-12 5,000 14 7/8 28-Jun-96 3-Jul-96 0628-023950-12 225 14 7/8 28-Jun-96 3-Jul-96 0628-024077-12 10,000 15 28-Jun-96 3-Jul-96 0628-270565-13 5,000 15 5/8 28-Jun-96 3-Jul-96 0628-270571-13 1,000 15 7/8 28-Jun-96 3-Jul-96 0628-270589-13 5,000 15 1/8 28-Jun-96 3-Jul-96 0628-271009-13 2,000 15 3/4 28-Jun-96 3-Jul-96 0628-271138-13 25,900 14.963 28-Jun-96 3-Jul-96 0628-271139-13 3,600 14.963 28-Jun-96 3-Jul-96 0628-271140-13 6,800 14.963 28-Jun-96 3-Jul-96 0628-271141-13 1,100 14.963 28-Jun-96 3-Jul-96 0628-271142-13 1,000 14.963 28-Jun-96 3-Jul-96 0628-271143-13 28,600 14.963 28-Jun-96 3-Jul-96 0628-271144-13 11,200 14.963 28-Jun-96 3-Jul-96 0628-271145-13 17,200 14.963 28-Jun-96 3-Jul-96 0628-271146-13 4,600 14.963 28-Jun-96 3-Jul-96
EX-1 2 Exhibit 1 NEUROMEDICAL SYSTEMS, INC. PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT AGREEMENT dated as of November 22, 1993 by and among NEUROMEDICAL SYSTEMS, INC., a Delaware corporation (the "Corporation") MARK RUTENBERG, 20 Sophia Lane, Monsey, New York 10952 (the "Founder") and THE GOLDMAN SACHS GROUP, L.P., a Delaware Limited Partnership (the "Investor"). W I T N E S S E T H: WHEREAS, the Corporation wishes to sell to the Investor and the Investor wishes to purchase from the Corporation an aggregate of 10,000,000 shares of Series E Preferred Stock (as hereinafter defined) and a warrant (the "Warrant") to purchase 15,500,000 shares of Series E Preferred Stock (the "Warrant Shares"), on the terms and conditions contained herein; and WHEREAS, in lieu of any brokerage commission, the Corporation wishes to grant to the Investor and the Investor wishes to receive an additional 500,000 shares of Series E Preferred Stock, on the terms and conditions contained herein; NOW, THEREFORE, the parties hereto, intending to be bound hereby, do agree as follows: SECTION 1. Restatement of Certificate of Incorporation. The Corporation has filed with the Secretary of State of the State of Delaware, an amended and restated certificate of incorporation (the "Amended and Restated Certificate of Incorporation"), a copy of which is attached hereto as Exhibit A, for the purposes of, among other things, (a) authorizing a class of Convertible Preferred Stock, consisting of 26,000,000 shares, par value $.0001 per share, which shares have been designated as Series E Convertible Preferred Stock (the "Series E Preferred Stock"), (b) authorizing an additional 26,000,000 shares of Common Stock of the Corporation, par value $.0001 per share (the "Common Stock"), and (c) setting forth the terms, designations, powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions, of the Series E Preferred Stock. SECTION 2. Issuance and Sale of Series E Preferred Stock. 2.1. Issuance of Series E Preferred Stock and Reservation of Series E Reserved Shares. Subject to the terms and conditions hereof, the Corporation has authorized (a) the issuance on the Closing Date (as defined in Section 2.4 hereof) of 10,500,000 shares of Series E Preferred Stock, (b) the issuance on the Closing Date (as defined in Section 2.4 hereof) of a warrant to purchase 15,500,000 shares of Series E Preferred Stock, substantially in the form attached hereto as Exhibit B and (c) the reservation of such number of shares of Common Stock as is necessary, but not less than 26,000,000 shares of Common Stock, for issuance upon conversion of the Series E Preferred Stock and upon the conversion of any and all shares of Series E Preferred Stock to be issued pursuant to the Warrant or pursuant to any other warrants granted to the Investor (such reserved shares being referred to herein as the "Series E Reserved Shares"). 2.2. Agreement to Sell and Purchase the Series E Preferred Stock and the Warrant. At the Closing (as defined in Section 2.4 hereof), the Corporation is selling to the Investor, and the Investor is purchasing from the Corporation, upon the terms and subject to the conditions hereinafter set forth, 10,000,000 shares of Series E Preferred Stock and the Warrant, for an aggregate purchase price of $10,000,000 (the "Purchase Price"). In addition, in lieu of a brokerage commission, the Corporation is granting to the Investor and the Investor is accepting from the Corporation, upon the terms and subject to the conditions hereinafter set forth, an additional 500,000 shares of Series E Preferred Stock. 2.3. Delivery of Series E Preferred Stock to the Investor. At the Closing, the Corporation is delivering to the Investor one certificate representing 10,500,000 shares of Series E Preferred Stock, each registered in the name of the Investor (the "Stock Certificates"), and the Warrant. Delivery of such certificate and the Warrant is being made against receipt by the Corporation from the Investor of the Purchase Price, which shall be paid by a wire transfer in such amount to an account designated at least one business day prior to the Closing Date by the Corporation. 2.4. The Closing. The closing (the "Closing") hereunder with respect to the transactions contemplated hereby is taking place at the offices of Fried, Frank, Harris, Shriver and Jacobson, One New York Plaza, New York, New York 10004, simultaneously with the execution and delivery of this Agreement (the "Closing Date"). SECTION 3. Representations and Warranties of the Corporation and the Founder. The Corporation and the Founder hereby jointly and severally represent and warrant to the Investor as follows: 3.1. Organization and Good Standing; Power and Authority; Qualifications. The Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties, to carry on its business as presently conducted and as proposed to be conducted and to carry out the transactions contemplated by this Agreement. The Corporation is qualified to transact business as a foreign corporation in, and is in good standing under the laws of, those jurisdictions listed on Schedule 3.1 hereto, which jurisdictions constitute all of the jurisdictions wherein the character of the property owned or leased or the nature of the activities conducted by the Corporation makes such qualification necessary. 3.2. Authorization of the Documents. The execution, delivery and performance by the Corporation of the Documents to which it is a party have been duly authorized by all requisite corporate action by the Corporation, and each such Document constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation, in accordance with its terms except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally or equitable principles. The Documents to which the Founder is a party have been duly executed and delivered by the Founder and each such Document constitutes a valid and binding obligation of the Founder, enforceable against the Founder in accordance with its terms except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally or equitable principles. The execution, delivery and performance of the Documents to which the Corporation and/or the Founder, as the case may be, is a party and the consummation of the transactions contemplated hereby and thereby, compliance with the provisions thereof by the Corporation, and/or the Founder, as the case may be, and the issuance, sale and delivery of the Series E Preferred Stock, the Warrant, the Warrant Shares and the Series E Reserved Shares by the Corporation will not (a) violate any provision of law, statute, rule or regulation, or any ruling, writ, injunction, order, judgment or decree of any court, administrative agency or other governmental body applicable to the Corporation, the Founder or any of its respective properties or assets or (b) conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Encumbrance upon any of the properties or assets of the Corporation or the Founder under, the Amended and Restated Certificate of Incorporation or the by-laws (the "By-Laws") of the Corporation or any note, indenture, mortgage, lease agreement or other contract, agreement or instrument to which the Corporation, or the Founder is a party or by which any of them or any of their properties is bound or affected. No permit, authorization, consent or approval of or by, or any notification of or filing with, any person (governmental or private) is required in connection with the execution, delivery and performance by the Corporation or the Founder of any Document to which any of them is a party or the issuance, sale or delivery of the Series E Preferred Stock, the Warrant Shares or the Series E Reserved Shares (other than such notifications or filings required under applicable state securities laws, if any, which shall be made on a timely basis). 3.3. Capitalization. The authorized and issued capital stock of the Corporation immediately upon the consummation at the Closing of the transactions contemplated hereby shall consist of: (a) 83,000,000 shares of Preferred Stock, as follows: (i) 15,000,000 shall be Series A Preferred Stock, par value $.0001 per share (the "Series A Preferred Stock"), of which 9,337,732 shall have been validly issued to Steven B. Rothschild, as nominee, and be outstanding, fully paid and non-assessable, with no personal liability attaching to the ownership thereof, and no other shares of Series A Preferred Stock shall be issued or outstanding, (ii) 12,000,000 shall be Series B Preferred Stock, par value $.0001 per share (the "Series B Preferred Stock"), of which 5,515,260 shall have been validly issued to Edelson Technology Partners II, L.P., and be outstanding, fully paid and non- assessable, with no personal liability attaching to the ownership thereof, and no other shares of Series B Preferred Stock shall be issued or outstanding, (iii) 10,000,000 shall be Series C Preferred Stock, par value $.0001 per share (the "Series C Preferred Stock"), of which 5,247,781 shall have been validly issued and be outstanding, fully paid and non-assessable, with no personal liability attaching to the ownership thereof, and no other shares of Series C Preferred Stock shall be issued or outstanding, (iv) 20,000,000 shall be Series D Preferred Stock, par value $.0001 per share (the "Series D Preferred Stock"), of which 6,451,550 shall have been validly issued and be outstanding, fully paid and non- assessable, with no personal liability attaching to the ownership thereof, and no other shares of Series D Preferred Stock shall be issued or outstanding, and (v) 26,000,000 shall be Series E Preferred Stock of which 10,500,000 shall have been validly issued to the Investor and be outstanding, fully paid and non-assessable, with no personal liability attaching to the ownership thereof, and no other shares of Series E Preferred Stock shall be issued or outstanding (the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock are referred to collectively as the "Series Preferred Stock"); and (b) 126,000,000 shares of Common Stock, of which (i) 17,396,702 shares shall have been validly issued and be outstanding, fully paid and non-assessable, with no personal liability attaching to the ownership thereof; (ii) 83,000,000 shares shall have been duly reserved for issuance in connection with the conversion of the Series Preferred Stock; and (iii) 13,425,092 shares shall have been duly reserved for issuance upon the exercise of the warrants and options to which the Corporation is a party. As of the date hereof, each share of Series Preferred Stock is convertible into one share of Common Stock. Schedule 3.3 hereto contains a list of (i) all holders of capital stock of the Corporation, including the number of shares of capital stock held by each such holder and the purchase price of such shares, and (ii) all outstanding warrants, options, agreements, convertible securities or other commitments pursuant to which the Corporation is or may become obligated to issue any shares of the capital stock or other securities of the Corporation, which names all persons entitled to receive such shares or other securities and the shares of capital stock or other securities required to be issued thereunder as of the date hereof. Except as set forth on Schedule 3.3 or as contemplated by this Agreement, the Stockholders' Agreement (as defined is Section 5(a) hereof) and the Registration Rights Agreement (as defined in Section 5(b) hereof) (collectively, "the Documents"), there are, and immediately upon consummation at the Closing of the transactions contemplated hereby, there will be, no preemptive or similar rights to purchase or otherwise acquire shares of the capital stock of the Corporation pursuant to any provision of law, the Amended and Restated Certificate of Incorporation or By-Laws (in each case as amended and in effect on the date hereof), or any agreement to which the Corporation is a party; and, except as contemplated by the Documents, there is, and immediately upon the consummation at the Closing of the transactions contemplated hereby, there will be, to the best knowledge of the Corporation and the Founder, no agreement, restriction or encumbrance (such as a right of first refusal, right of first offer, proxy, voting agreement, voting trust, registration rights agreement, stockholders' agreement, etc.) with respect to the sale or voting of any shares of capital stock of the Corporation (whether outstanding or issuable upon conversion or exercise of outstanding securities). The transactions contemplated by the Documents will not trigger any anti-dilution protection provisions given by the Corporation to any person or entity (including without limitation, any stockholder, lender, warrant holder, lessor and/or licensee). 3.4. Authorization of the Series E Preferred Stock, the Warrant, the Warrant Shares and Series E Reserved Shares. The authorization, issuance, sale and delivery of the Series E Preferred Stock and the Warrant and the authorization, reservation, issuance, sale and delivery of the Warrant Shares and the Series E Reserved Shares have been duly authorized by all requisite corporate action of the Corporation, and when issued, sold and delivered in accordance with this Agreement, the Series E Preferred Stock, the Warrant Shares and the Series E Reserved Shares will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof, and not subject to preemptive or any other similar rights of the stockholders of the Corporation or others. The terms, designations, powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions, of each series of the Preferred Stock are as stated in the Amended and Restated Certificate of Incorporation. 3.5. Reservation of Warrant Shares. The Corporation has reserved 15,000,000 shares of Common Stock for issuance to the Investor upon the exercise of the Warrant, and upon exercise of the Warrant and payment of the exercise price thereof, the Warrant Shares will be validly issued, fully paid and non- assessable, with no personal liability attaching to the ownership thereof. 3.6. Equity Investments. The Corporation has never had, nor does it presently have, any subsidiaries, nor has it owned, nor does it presently own, any capital stock or other proprietary interest, directly or indirectly, in any corporation, association, trust, partnership, joint venture or other entity. 3.7. Encumbrances. Except as set forth on Schedule 3.7 hereto, the Corporation owns outright all of the property and assets, real, personal or mixed, tangible or intangible, used in the business of the Corporation, subject to no mortgages, judgments, claims, liens, security interests, pledges, escrows, charges or other encumbrances of any kind or character whatsoever ("Encumbrances"). 3.8. Intellectual Property Rights. Except as set forth on Schedule 3.8 hereto: (a) the Corporation owns, possesses, has the exclusive right to use, has the right to bring actions for the infringement of, and, where necessary, has made timely and proper application for, all Intellectual Property Rights (as hereinafter defined) necessary, required or desirable for the conduct of its business as presently conducted or as proposed to be conducted (collectively, the "Requisite Rights"), including, without limitation, the Intellectual Property Rights identified on Schedule 3.8; (b) Schedule 3.8 lists all patents, patent applications, trademarks, trademark applications, registered copyrights (which the Corporation represents that there is only one), and licenses necessary, required or desirable for the conduct of its business as presently conducted or as proposed to be conducted; (c) no royalties, honoraria or fees are payable by the Corporation to other persons by reason of the ownership or use of the Requisite Rights; and (d) (i) no product, service or process manufactured, marketed, sold or used, or proposed to be manufactured, marketed, sold or used, by the Corporation violates any license or, to the best of current knowledge, will violate any license, or, to the best of current knowledge, infringes upon, or will infringe upon, any Intellectual Property Rights of another; and (ii) there is no litigation (nor to the best of current knowledge does there exist any basis therefor) against the Corporation contesting the validity of the Intellectual Property Rights of the Corporation or the right of the Corporation to use any product, service or process manufactured, marketed, sold or used or proposed to be manufactured, marketed, sold or used by the Corporation; and (iii) there is no pending or threatened claim (nor to the best of current knowledge does there exist any basis therefor) against the Corporation contesting the validity of the Intellectual Property Rights of the Corporation or the right of the Corporation to use any product, service or process manufactured, marketed, sold or used or proposed to be manufactured, marketed, sold or used by the Corporation; and (iv) the Corporation has not received any notice that any of the Requisite Rights or the operation or proposed operation of the Corporation's business conflicts or will conflict with the asserted rights of others, nor to the best of current knowledge does there exist any basis for any such conflict. As used herein, the term "Intellectual Property Rights" means all industrial and intellectual property rights, including, without limitation, Proprietary Technology (as hereinafter defined), patents, patent applications, patent rights, trademarks, trademark applications, trade names, service marks, service mark applications, copyrights, know-how, franchises, licenses, trade secrets, proprietary processes and formulae. As used herein, "Proprietary Technology" means all source and object code, algorithms, architecture, structure, software, firmware, display screens, layouts, processes, inventions, trade secrets, know-how, development tools and other proprietary rights owned by the Corporation, pertaining to any product or service manufactured, marketed or sold, or proposed to be manufactured, marketed or sold (as the case may be), by the Corporation, or used, employed or exploited in the development, license, sale, marketing, distribution or maintenance thereof, and all documentation and media constituting, describing or relating to the above, including, without limitation, manuals, memoranda, know-how, notebooks, patents and patent applications, trademarks and trademark applications, copyrights and copyright applications, records and disclosures. 3.9. Financial Information. (a) The Corporation has previously delivered to the Investor the following financial information: (i) the unaudited balance sheet of the Corporation as of June 30, 1993, and the related unaudited statements of operations, stockholders' equity and changes in financial position for the six-month period then ended (the "June Financials"); and (ii) the audited balance sheets of the Corporation as of December 31, 1992, 1991, 1990 and 1989 and the related statements of operations and stockholders' equity for each of the four years then ended. (b) Except as set forth on Schedule 3.9 hereto, the financial statements referred to in the foregoing clause (a) of this Section 3.9: (i) are in accordance with the books and records of the Corporation, respectively; (ii) fairly present the financial condition and the results of operations of the Corporation, as of the dates and for the periods indicated; and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied. (c) The Corporation has provided to the Investor it's internally prepared unaudited balance sheet as of September 30, 1993, and the related statements of operations for the nine- month period then ended. 3.10. Absence of Undisclosed Liabilities. Except as set forth on Schedule 3.10 hereto, at June 30, 1993, (a) the Corporation had no liability of any nature (matured or unmatured, fixed or contingent) which was not provided for or disclosed in the June Financials and (b) all liability reserves established by the Corporation, and set forth in the June Financials were adequate for all such liabilities at that date. There were no loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 issued by the Financial Accounting Standards Board in March 1975) which were not adequately provided for in the June Financials. 3.11. Absence of Changes. Except as set forth on Schedule 3.11 hereto, since December 31, 1992, there has not been (a) any material adverse change in the financial condition, results of operations, assets or liabilities of the Corporation, (b) any liability or obligation of any nature whatsoever (contingent or otherwise) incurred by the Corporation, other than current liabilities or obligations incurred in the ordinary course of business, (c) any asset or property of the Corporation made subject to a lien of any kind, (d) any waiver of any valuable right of the Corporation, or the cancellation of any material debt or claim held by the Corporation, (e) any payment of dividends on, or other distributions with respect to, or any direct or indirect redemption or acquisition of, any shares of the capital stock of the Corporation, or any agreement or commitment therefor, (f) any issuance of any stock, bonds or other securities of the Corporation, or any agreement or commitment therefor, (g) any sale, assignment or transfer of any tangible or intangible assets of the Corporation, except in the ordinary course of business, (h) any loan by the Corporation to any officer, director, employee, consultant or shareholder of the Corporation, or any agreement or commitment therefor (other than advances to such persons in the ordinary course of business in connection with travel and travel related expenses), (i) any damage, destruction or loss (whether or not covered by insurance) affecting the assets, property, financial condition or results of operations of the Corporation, (j) any extraordinary increase, direct or indirect, in the compensation paid or payable to any officer, director, employee, consultant or agent of the Corporation, (k) any change in the accounting methods, practices or policies followed by the Corporation or any change in depreciation or amortization policies or rates theretofore adopted, (l) any indebtedness incurred for borrowed money, (m) any amendment to or termination of any material agreement to which the Corporation is a party (other than amendments to or terminations of agreements pursuant to or contemplated by the Documents) or (n) any disclosure of proprietary information other than in the ordinary course of business and other than to the Corporation's representatives. 3.12. Tax Matters. Except as set forth on Schedule 3.12 hereto: (a) the Corporation has filed all returns, declarations of estimated tax, reports, information returns and statements (collectively, the "Returns") required to be filed by it prior to the Closing (other than those subject to a valid extension of time to file on the Closing) relating to any Taxes imposed with respect to income, properties or operations of the Corporation; (b) when filed, each such Return was complete and correct; (c) the Corporation has timely paid or made provision for all Taxes shown as due and payable on such Returns; (d) the Corporation is not delinquent in the payment of any Taxes, nor has it requested any extension of time within which to file any Return, which Return has not since been filed; (e) there are no pending audits or other inquiries into any Returns of the Corporation; (f) no tax liens have been filed and no addition to, or deficiency regarding, Taxes with respect to income, properties or operations of the Corporation has been proposed, asserted or assessed in writing against the Corporation; and (g) the Corporation has not granted any extension of the statute of limitations applicable to any Return or other Tax claim with respect to any income, properties or operations of the Corporation. As used in this Agreement, the term "Tax" shall mean any of the Taxes and the term "Taxes" shall mean (i) all income taxes (including any tax on or based upon net income, or gross income, or income as specially defined, or earnings, or profits, or selected items of income, earnings or profits) and all gross receipts, sales, use, ad valorem, transfer, franchise, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property or windfall profits taxes, alternative or add-on minimum taxes, customs duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority (domestic or foreign), and (ii) any liability for the payment of any amount of the type described in the immediately preceding clause (i) as a result of being a "transferee" (within the meaning of Section 6901 of the Code or any other applicable law) of another person or entity or a member of an affiliated or combined group. 3.13. Employee Benefit Plans. (a) The Corporation has complied with and performed all obligations required to be performed by it under or with respect to any of its Benefit Plans, or any related trust or insurance contract and has complied with all applicable federal, state and local laws, rules and regulations with respect to each of its Benefits Plans. All contributions and other payments required to be made by the Corporation to any Benefit Plan prior to the date hereof have been made. There is no claim, dispute, grievance, charge, complaint, restraining or injunctive order, litigation or proceeding pending, or to the knowledge of the Corporation or the Founder threatened or anticipated (other than routine claims for benefits) against or relating to any Benefit Plan or against the assets thereof. The Corporation has not communicated generally to employees or specifically to any employee regarding any future increase in benefit levels or the creation of any new employee benefit plan beyond those reflected the Benefit Plans. (b) The Corporation does not and has never contributed to nor maintained an employee benefit plan which is subject to Title IV of ERISA. (c) The Corporation does not maintain or contribute to any Benefit Plan which provides, and has no liability or obligation to provide, life insurance, medical, or other employee welfare benefits to any employee (or beneficiary) upon his or her retirement or termination of employment, except as required by law, and the Corporation has never represented, promised or contributed to any employee that such employee would be provided with life insurance, medical, or other employee welfare benefits upon his retirement or termination of employment, except (i) to the extent required by law and (ii) for the Employment Agreements (as defined in Section 3.16(b) herein) and an employee stock ownership plan which will provide for issuances of no more than 8,000,000 shares, in the aggregate, of Common Stock. (d) Each of the Corporation's Benefit Plans can be amended, terminated, or otherwise discontinued, without liability to the Investor. (e) No "prohibited transaction," within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any of the Corporation's Benefit Plans. (f) No transaction contemplated by this Agreement will (either alone or upon the occurrance of and additional or subsequent events) constitute an event under any Benefit Plan, agreement, trust, or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in compensation or benefits of obligation to fund benefits with respect to any employee. For purposes of this Section 3.13: (i) "Code" means the Internal Revenue Code of 1986, as amended; "ERISA" means the Employment Retirement Income Security Act of 1974, as amended; and (ii) "Benefit Plan" means any plan, program, policy, payroll practice, contract, or other arrangement providing for fringe benefits or other employee benefits of any kind, whether formal or informal, funded or unfunded, and whether or not legally binding, including, without limitation each "employee benefit plan," within the meaning of Section 3(3) of ERISA which is now or previously, has been maintained, contributed to, or required to be contributed to by the Corporation for the benefit of any kind of its employees, and pursuant to which the Corporation has or may have any liability, contingent or otherwise. 3.14. Title to Assets, Properties and Rights. The Corporation has good and marketable title to all of the properties, interests in properties and assets, real, personal or mixed, reflected in the June Financials or acquired after June 30, 1993 (except other property sold or otherwise disposed of since June 30, 1993, in the ordinary course of business and accounts receivable and notes receivable paid in full subsequent to June 30, 1993), free and clear of all Encumbrances except (i) those set forth on Schedule 3.14 hereto, (ii) liens (or similar liens) for current taxes not yet due and payable and (iii) non-consensual liens imposed by law, including landlords', mechanics', warehousemen's, materialmen's and vendors' liens (or similar liens), provided any such non-consensual lien secures only obligations not in default and the holder thereof has not taken any steps to enforce it. 3.15. Real Property--Owned or Leased. Schedule 3.15 hereto contains a list and brief description of all real property owned or leased by the Corporation, as well as all buildings and other structures and material improvements located on such real property. With respect to real estate leased by the Corporation, (i) the Corporation is the owner and holder of all of the leasehold estates purported to be granted by such leases and (ii) all leases to which the Corporation is a party are in full force and effect and constitute valid and binding obligations of the Corporation. 3.16. Agreements, Etc. (a) Except as set forth on Schedule 3.14 or Schedule 3.16 hereto, the Corporation is not a party to any written or oral contract not made in the ordinary course of business and, whether or not made in the ordinary course of business, the Corporation is not a party to any written or oral (i) contract for the future purchase of fixed assets or for the future purchase of materials, supplies or equipment; (ii) contract for the employment of any officer, individual employee or other person on a full-time basis or any contract with any person on a consulting basis (other than the Employment Agreements, as defined in Section 3.16(b)); (iii) bonus, pension, profit-sharing, retirement, stock purchase, stock option, hospitalization, medical insurance or similar plan, contract or understanding in effect with respect to employees or any of them or the employees of others; (iv) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or placement of a lien on any assets of the Corporation; (v) guaranty of performance, liabilities or obligations of any other entity; (vi) lease or agreement under which the Corporation is lessee of or holds or operates any property, real or personal, owned by any other party; (vii) lease or agreement under which the Corporation is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Corporation; (viii) agreement or other commitment for capital expenditures in excess of $10,000; (ix) contract, agreement or commitment under which the Corporation is obligated to pay any broker's fees, finder's fees or any such similar fees, to any third party; (x) contract, agreement or commitment under which the Corporation has issued or may become obligated to issue, any shares of capital stock of the Corporation, or any warrants, options, convertible securities or other commitments pursuant to which the Corporation is or may become obligated to issue any shares of its capital stock; (xi) contract or agreement with any governmental entity; (xii) contract, agreement, license or any other commitment which relates to Intellectual Property Rights; (xiii) agreements or contracts with laboratories or other customers; (xiv) non-competition, non-disclosure or invention assignment agreements (other than the Non-Disclosure Agreements, as defined in Section 3.16(b)); (xv) franchising, licensing, joint venture, distribution or partnership agreements; (xvi) contracts or agreements involving the payment of commissions or discounts by the Corporation; or (xvii) any other contract, agreement, arrangement or understanding which is material to the business of the Corporation. The Corporation has furnished to the Investor true and correct copies of all such agreements and other documents whether or not requested by the Investor or its authorized representatives. (b) Each employee of the Corporation who has or is proposed to have access to confidential and proprietary information of the Corporation has signed, and become bound by, an agreement with the Corporation, relating to non-disclosure, proprietary information and patent and invention assignment substantially in the form of Exhibit C hereto (the "Non- Disclosure Agreements"). Each employee listed on Schedule 3.16 has signed, and become bound by, an employment agreement substantially in the form of Exhibit D hereto (the "Employment Agreements"). (c) As used in this Section 3.16, the term "Material Contracts" means the agreements of the Corporation required to be disclosed on Schedules 3.14, 3.16 or any other Schedule hereto, the Non-Disclosure Agreements and the Employment Agreements. (d) All of the Material Contracts are in full force and effect, are valid and binding and are enforceable in accordance with their terms in favor of the Corporation. To the knowledge of the Corporation and the Founder, there are no material liabilities of any party to any Material Contract arising from any breach or default of any provision thereof and, to the knowledge of the Corporation and the Founder, no event has occurred that, with the passage of time or the giving of notice or both, would constitute a breach or default by any party thereto. (e) To the knowledge of the Corporation and the Founder, the Corporation has fulfilled all material obligations required pursuant to each Material Contract to have been performed by the Corporation prior to the date hereof, and the Corporation and the Founder have no reason to believe that the Corporation will not be able to fulfill, when due, all of its obligations under the Material Contracts that remain to be performed after the date hereof. (f) The Corporation has maintained and continues to maintain good relations with its customers, suppliers and agents, and the Corporation and the Founder have no reason to believe that such relations will in the foreseeable future deteriorate or suffer any changes adverse to the Corporation. (g) To the knowledge of the Corporation and the Founder, except as set forth in Schedule 3.16, there are no (i) agreements regarding rights with respect to Directors; (ii) voting agreements; (iii) voting trusts; or (iv) other agreements relating to the capital stock of the Corporation. 3.17. Labor Relations; Employees. The Corporation employs a total of 41 persons. Except as set forth on Schedule 3.17 hereto, (i) the Corporation is not delinquent in payments to any of its employees, for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to the date hereof or amounts required to be reimbursed to such employees, (ii) the Corporation, to the best knowledge of the Corporation and the Founder, is in compliance in all material respects with all applicable laws and regulations respecting labor, immigration, employment and employment practices, terms and conditions of employment and wages and hours, (iii) there is no labor strike, dispute, slowdown or stoppage actually pending or, to the best knowledge of the Corporation and the Founder, threatened against or involving the Corporation, (iv) neither any grievance which might have a material adverse effect on the Corporation or the conduct of their respective businesses nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted, (v) the Corporation is not a party to any collective bargaining agreement or, except as provided in the Documents, any employment or consulting agreement or any agreement, plan or arrangement providing for severance payments to any employee of the Corporation upon termination of employment or which provide benefits upon a change in control of the Corporation and (vi) to the best knowledge of the Corporation and the Founder, no salaried key employee has any plans to terminate his or her employment with the Corporation. 3.18. Business Generally. Except as set forth on Schedule 3.18 hereto and except as provided in the Private Placement Memorandum, dated as of November 8, 1993 (the "Private Placement Memorandum"), provided to certain potential investors, there have been no events, transactions, or information which has come to the attention of the Corporation or the Founder, having a direct impact on the Corporation or its business or assets, which could reasonably be expected to have a material adverse effect on the profitability of the businesses and operations of the Corporation. 3.19. Litigation. Except as set forth on Schedule 3.19 hereto, there is no civil, criminal or administrative action, suit, claim, notice, hearing, inquiry, proceeding or investigation at law or in equity or by or before any governmental instrumentality or other agency now pending nor, to the best knowledge of the Corporation or the Founder, threatened against or affecting the Corporation (including, without limitation, any action, suit, claim, proceeding or litigation involving the claims contemplated by Sections 3.8 and 3.22), nor to the best knowledge of the Corporation or the Founder, does there exist any basis for any such pending or threatened action, suit, customer claim, proceeding or investigation. 3.20. No Defaults. Except as set forth on Schedule 3.20 hereto and except for defaults which have been waived, the Corporation is not in default (a) under its certificate of incorporation (and, the Corporation was not in default under its certificate of incorporation immediately prior to the filing of the Amended and Restated Certificate of Incorporation) or by- laws, or any indenture, mortgage, lease, purchase or sales order, or any other contract, agreement or instrument to which the Corporation is a party or by which the Corporation or any of its respective properties is bound or affected or (b) with respect to any order, writ, injunction or decree of any court of any Federal, state, municipal or other domestic or foreign governmental department, commission, board, bureau, agency or instrumentality. There exists no condition, event or act which constitutes, or which after notice, lapse of time or both, would constitute, a default under any of the foregoing. 3.21. Employment of Officers, Employees and Consultants. To the best knowledge of the Corporation and the Founder, no third party may assert any valid claim against the Corporation, the Founder, the Investor or any of the Designated Persons (as hereinafter defined) with respect to (a) the continued employment by, or association with, the Corporation, of any of the present officers or employees of or consultants to the Corporation (collectively, the "Designated Persons") or (b) the use, in connection with any business presently conducted or proposed to be conducted by the Corporation, the Founder or any of the Designated Persons of any information which the Corporation, the Founder or any of the Designated Persons would be prohibited from using under any prior agreements or arrangements or any legal considerations applicable to unfair competition, trade secrets or proprietary information. 3.22. Compliance. To the best knowledge of the Corporation and the Founder, the Corporation in carrying out its contemplated business (a) has been in compliance in all material respects with all Federal, state, local and foreign laws, rules, ordinances, codes, consents, authorizations, registrations, regulations, decrees, directives, judgments and orders applicable to it, its business and the ownership of its assets and (b) has all Federal, state, local and foreign governmental licenses, permits and qualifications material to and necessary in the conduct of its business as currently conducted, such licenses, permits and qualifications are in full force and effect, and, to the best knowledge of the Corporation and the Founder, no violations have been recorded in respect of any such licenses, permits and qualifications, no proceeding is pending or threatened to revoke or limit any such license, permit or qualification and there is no reason why any such license, permit or qualification would not be renewed in the ordinary course. Schedule 3.22 sets forth a list of all such licenses, permits and qualifications, and the expiration dates thereof. 3.23. Insurance. All the insurable properties of the Corporation are insured for the benefit of the Corporation, in amounts deemed adequate by the Corporation against all risks usually insured against by persons operating similar properties in the localities in which such properties are located under policies in effect and issued by insurers of recognized responsibility. Schedule 3.23 sets forth a list of all insurance policies to which the Corporation is a party, specifying the amount of coverage and the subject matter covered by each policy. 3.24. Previous Issuances Exempt. All shares of capital stock and other securities issued by the Corporation prior to the Closing have been issued in transactions exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and all applicable state securities or "blue sky" laws, and the Corporation had a reasonable basis for believing that each purchaser of securities, at the time of his purchase, was an "Accredited Investor" (as defined in Rule 501(a) under the Securities Act). The Corporation has not violated the Securities Act or any applicable state securities or "blue sky" laws in connection with the issuance of any shares of capital stock or other securities prior to the Closing. The Corporation has not offered any of its capital stock, or any other securities, for sale to, or solicited any offers to buy any of the foregoing from, or otherwise approached or negotiated in respect thereof, in such a manner as to require any capital stock or other securities to be registered under the Securities Act. 3.25. Environmental Matters. Except as set forth on Schedule 3.25, (i) all of the real property currently or formerly operated or leased by the Company is free of any Hazardous Substances (as defined in Section 7 hereof); (ii) the Corporation has not used any waste disposal site, or otherwise disposed of, transported, or arranged for the transportation of, any Hazardous Substances to any place or location, or in violation of any Environmental Laws (as defined in Section 7 hereof); and (iii) the Corporation has not received any notice or other communication that any of them is or may be a potentially responsible person or otherwise liable for any Environmental Costs (as defined in Section 7 hereof) in connection with any waste disposal site allegedly containing any Hazardous Substances. 3.26. Related Transactions. Except as set forth in Schedule 3.26 hereto, no current or former stockholder, director, officer or employee of the Corporation, nor any "associate" (as defined in the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Corporation, is presently, or since the inception of the Corporation, has been, directly or indirectly through his or its affiliation with any other person or entity, a party to any transaction with the Corporation, providing for the furnishing of services by or to the Corporation other than in connection with any such person's duties as a director, officer or employee of the Corporation, or rental of real or personal property from or to, or otherwise requiring cash payments to or by any such person. For purposes of this Agreement, a transaction of the type described in this Section 3.26 is sometimes herein referred to as a "Related Transaction". 3.27. Use of Proceeds. No less than $7,750,000 of the net proceeds received by the Corporation from the sale of the Series E Preferred Stock shall be used by the Corporation for manufacturing or other operational expenses. 3.28. Offering Exemption. The offering and sale of the Series E Preferred Stock and the Reserved Shares upon conversion of the Series E Preferred Shares, as the case may be, are each exempt from registration under the Securities Act; and the aforesaid offering and sale is also exempt from registration under applicable state securities and "blue sky" laws. 3.29. Brokers. Except as contemplated in this Agreement, neither the Corporation, the Founder nor any of the officers, directors, employees or stockholders of the Corporation has employed any broker or finder in connection with the transactions contemplated by this Agreement. 3.30. Registration Rights. Except as contemplated by the Registration Rights Agreement (as defined in Section 5(b) herein) and except as set forth on Schedule 3.30, no person has any right to cause the Corporation to effect the registration under the Securities Act of any shares of Common Stock or any other securities (including debt securities) of the Corporation. The piggyback registration rights of the persons listed on Schedule 3.30 are junior to or in parity with those granted by the Corporation to certain stockholders (including the Investor) pursuant to the Registration Rights Agreement. There is no conflict between the registration rights granted to Investor pursuant to the Registration Rights Agreement and any registration rights granted by the Corporation to any person or entity, including, without limitation, any stockholder, lender, warrant holder, lessor and/or licensee. 3.31. Disclosure. Neither this Agreement nor any other document, certificate, instrument or written statement furnished or made to the Investor by or on behalf of the Corporation or the Founder in connection with the transactions contemplated hereby, including, but not limited to, the Private Placement Memorandum, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not misleading. There is no fact which materially adversely affects, or in the future may, insofar as the Corporation or the Founder may reasonable foresee, materially adversely affect, the business, operations, affairs, prospects, condition, properties or assets of the Corporation which has not been set forth in this Agreement or in the other documents, certificates, instruments or statements furnished to the Investor by or on behalf of the Corporation or the Founder. 3.32. FDA Clearance. No United States Food and Drug Administration ("FDA") clearance is necessary for the investigational screening of pap smear slides using the PAPNET TM system as presently being conducted by the Corporation. SECTION 4. Representations and Warranties of the Investor. The Investor represents and warrants to the Corporation as follows: (a) The Investor is acquiring the Series E Preferred Stock and the Warrant for its own account, for investment and not with a view to the distribution thereof within the meaning of the Securities Act. (b) The Investor understands that (i) the Series E Preferred Stock has not been, and that the Warrant Shares and Series E Reserved Shares will not be, registered under the Securities Act, by reason of their issuance by the Corporation in a transaction exempt from the registration requirements of the Securities Act and (ii) the Series E Preferred Stock, the Warrant Shares and the Series E Reserved Shares may not be sold unless such disposition is registered under the Securities Act or is exempt from registration. (c) The Investor further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Investor) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may only afford the basis for sales only in limited amounts. (d) Except as contemplated in this Agreement, the Investor has not employed any broker or finder in connection with the transactions contemplated by this Agreement. (e) The Investor is an "Accredited Investor" (as defined in Rule 501(a) under the Securities Act). (f) The Investor is a limited partnership duly organized, validly existing under the laws of the State of Delaware having all partnership power and authority and all necessary licenses and permits required to carry on its business as now conducted and to enter into and perform this Agreement. This Agreement has been duly authorized by all necessary action on the part of the Investor. When duly executed and delivered this Agreement will constitute a valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally or equitable principles. SECTION 5. Deliveries at the Closing. Simultaneous with the Closing, the following actions have been, or are being taken: (a) A stockholders' agreement (the "Stockholders' Agreement") by and among the Corporation, the Investor and certain of the stockholders of the Corporation, substantially in the form of Exhibit E hereto, is being executed and delivered by the Corporation and such parties. (b) A registration rights agreement (the "Registration Rights Agreement") between the Corporation, the Investor and certain other stockholders of the Corporation, substantially in the form of Exhibit F hereto, is being duly executed and delivered by the Corporation and such parties. (c) Appropriate legends, in accordance with the terms of the Stockholders' Agreement and the Registration Rights Agreement have been placed on the securities of the Corporation covered by such agreements. (d) The Investor has designated two (2) directors to serve on the Board of Directors of the Corporation, in accordance with the By-Laws, which By-Laws have been amended (the "By-Law Amendments") in the form set forth in Exhibit G hereto. (e) The Amended and Restated Certificate of incorporation has been duly filed with the Secretary of State of Delaware. (f) The Corporation has delivered to the Investor: (1) long form certificates of good standing for the Corporation from the States of Delaware and New York; (2) certified resolutions of the Board of Directors authorizing the adoption of the Amended and Restated Certificate of Incorporation and the By- Law Amendments; (3) certified resolutions of the stockholders of the Corporation adopting the Amended and Restated Certificate of Incorporation; (4) an incumbency certificate; (5) the Stock Certificates; and (6) the Warrant. (g) The Investor has the received from Sheldon Krause, Esq., counsel for the Corporation, its opinion addressed to the Investor, dated as of the Closing Date, in the form of Exhibit H attached hereto; from Renner, Otto, Boisselle & Sklar, counsel for the Corporation, its opinion addressed to the Investor, dated as of the Closing Date, in the form of Exhibit I attached hereto; and from King & Spalding, FDA counsel to the Corporation, its opinion addressed to the Investor, dated as of the Closing Date, in the form of Exhibit J attached hereto. SECTION 6. Management of the Corporation. 6.1. Access to Records. The Corporation shall afford to the Investor and its employees, counsel and other authorized representatives free and full access, upon reasonable advance notice, to all of the books, records and properties of the Corporation and to all officers and employees of the Corporation, for any reasonable purpose whatsoever. 6.2. Financial Reports. The Corporation agrees to furnish the Investor with the following: 6.2.1. Within 45 days after the end of each month for the first two years following the Closing, and within 45 days after the end of each quarter following the second anniversary of the Closing, an unaudited management financial report of the Corporation, which report shall include the following: (a) a balance sheet of the Corporation as of the last day of such month or quarter, which balance sheet shall be prepared in accordance with generally accepted accounting principles consistently applied; (b) a statement of operations for such month or quarter, itemizing all revenues and expenses, together with (i) a cumulative statement of operation from the first day of the current fiscal year to the last day of such month or quarter and (ii) a comparison between the actual figures for such month and the comparable figures for the prior year, which statements shall be prepared in accordance with generally accepted accounting principles consistently applied; and (c) a written explanation of (i) any material differences between the operating and financial results and the Budget (as hereinafter defined), (ii) an analysis of any significant problems, changes, events or achievements and (iii) a commentary on developing changes in the business outlook of the Corporation, together with a statement as to their anticipated effect on future operations and previous forecasts; certified by the President, chief executive officer or chief financial officer of the Corporation as being prepared in accordance with generally accepted accounting principles (subject to normal year-end audit adjustments) consistently applied. 6.2.2. Within 90 days after the end of each fiscal year of the Corporation, audited financial statements of the Corporation, which shall include a statement of operations and a statement of cash flows for such fiscal year, a balance sheet as of the last day thereof, and the accompanying notes each prepared in accordance with generally accepted accounting principles consistently applied audited by such independent certified public accountants. 6.2.3. Promptly upon becoming available (a) copies of all financial statements, reports, press releases, notices, proxy statements and other documents sent by the Corporation to its stockholders or released to the public and copies of all regular and periodic reports, if any, filed by the Corporation with the Securities and Exchange Commission ("SEC") or any securities exchange and (b) any other financial or other information available to management of the Corporation as the Investor shall have reasonably requested on a timely basis. 6.2.4. If for any period the Corporation shall have any subsidiary or subsidiaries whose accounts are consolidated with those of the Corporation, then, in respect of such period, the financial statements and information delivered pursuant to the foregoing Sections 6.2.1, 6.2.2 and 6.2.3 shall be the consolidated and consolidating financial statements of the Corporation and all such consolidated subsidiaries. 6.2.5. In all cases, the Corporation shall provide to the Investor all information which it provides or has an obligation to provide to any other stockholder of the Corporation, pursuant to any agreement with such stockholder or otherwise, and any other information that the Investor may reasonably request. 6.3. Budget and Operating Forecast. With respect to the fiscal periods of the Corporation ending on December 31, 1993 and December 31, 1994, the Corporation has prepared and delivered to the Investor an operating plan (the "Budget") for such fiscal period. With respect to each fiscal year of the Corporation thereafter, the Corporation shall prepare and submit to the Board of Directors no later than sixty days before the commencement of such fiscal year a Budget for such fiscal year. The Budget shall be accepted as the Budget for such fiscal year when it has been approved by a majority of the Board of Directors of the Corporation. The Budget shall be reviewed by the Corporation periodically and all changes therein and all material deviations therefrom shall be resubmitted to the Board of Directors of the Corporation in advance and shall be accepted when approved by, and the Corporation shall not make any such changes or material deviations to or from the Budget without such prior approval of, a majority of the Board of Directors of the Corporation. 6.4. System of Accounting. The Corporation shall maintain a system of accounting established and administered in accordance with generally accepted accounting principles, and will set aside on its books and cause each of its subsidiaries, if any, to set aside on its books all such proper reserves as shall be required by generally accepted accounting principles. 6.5. Designated Offering. Notwithstanding the foregoing provisions of this Section 6, the rights of the Investor and the obligations of the Corporation under this Section 6, except those contained in Sections 6.1 and 6.2.3(a) (which shall survive), shall terminate upon the consummation of a firm commitment underwritten public offering of the Common Stock under the Securities Act, in which the product of (i) the offering price and (ii) the sum of (a) the shares of Common Stock outstanding, (b) the number of shares of Common Stock into which the Series Preferred Stock is convertible and (c) the number of shares of Common Stock into which "in the money" warrants and options are convertible is not less than $100,000,000 after underwriting discounts and costs of such offers (a "Designated Offering"). 6.6. Prompt Payment of Taxes, etc. The Corporation will promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments and governmental charges or levies imposed upon the income, profits, property or business of the Corporation or any subsidiary; provided, however, that any such tax, assessment, charge or levy need not be paid if the validity thereof shall at the time be contested in good faith by appropriate proceedings, and provided, further, that unless otherwise approved by the Board of Directors, the Corporation will pay all such taxes, assessments, charges or levies forthwith upon the commencement of proceedings to foreclose any lien which may have attached as security therefor. Unless otherwise approved by the Board of Directors, the Corporation will promptly pay or cause to be paid when due, or in conformance with customary trade terms, all other obligations incident to its operations. 6.7. Maintenance of Properties and Leases. The Corporation will keep its properties in good repair, working order and condition, reasonable wear and tear excepted, and from time to time make all needful and proper, or legally required, repairs, renewals, replacements, additions and improvements thereto; and the Corporation and its subsidiaries, if any, will at all times comply with each provision of all leases to which any of them is a party or under which any of them occupies, or has possession, of, property if the breach of such provision might have a material adverse effect on the condition, financial or otherwise, or operations of the Corporation. 6.8. Insurance. The Corporation will keep its assets and those of its subsidiaries which are of an insurable character, if any, insured by financially sound and reputable insurers against loss or damage by fire, extended coverage and explosion in amounts sufficient to prevent the Corporation or any subsidiary from becoming a co-insurer and not in any event less than 80% of the insurable value of the property insured. The Corporation will maintain, with financially sound and reputable insurers, insurance against other hazards and risks and liability to persons and property to the extent and in the manner customary for companies in similar businesses similarly situated. 6.9. Key Man Life Insurance. The Corporation will use its best efforts to maintain or cause to be maintained, with financially sound and reputable insurers, term life insurance on the life of Mark Rutenberg and on the lives of such other officers and employees of the Corporation in the amount of $4,000,000. Such policies shall be owned by the Corporation and all benefits thereunder shall be payable to the Corporation. 6.10. Accounts and Records. The Corporation will keep true records and books of accounts in which full, true and correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with generally accepted accounting principles applied on a consistent basis. 6.11. Compliance with Requirements of Governmental Authorities. The Corporation shall duly observe and conform to all valid requirements of governmental authorities relating to the conduct of its businesses or to its property or assets. 6.12. Maintenance of Corporate Existence, etc. The Corporation shall maintain in full force and effect its corporate existence, rights, governmental approvals and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names or copyrights owned or possessed by it and deemed by the Corporation to be material to the conduct of its business. 6.13. Availability of Common Stock for Conversion. The Corporation will, from time to time, in accordance with the laws of the state of its incorporation, use its best efforts to increase the authorized amount of Common Stock if at any time the number of shares of Common Stock remaining unissued and available for issuance shall be insufficient to permit conversion of all the then outstanding shares of the Series E Preferred Stock. 6.14. Proprietary Information Agreement. (a) The Corporation and each person hereafter employed by it will enter into a Non-Disclosure Agreement to the effect and in substantially the form of Exhibit C hereto or as otherwise approved by the Board of Directors. (b) The Corporation will use its best efforts to cause all technological developments, inventions, discoveries or improvements made by employees of the Corporation and its subsidiaries, if any, to be fully documented in engineering notebooks in accordance with the best prevailing industrial professional standards, and where possible and appropriate, file and prosecute United States and foreign patent applications relating to and protecting such developments. 6.15. Meetings of the Board of Directors. (a) The Board of Directors shall call, and use its best efforts to have, regular meetings not less often than quarterly. (b) The Corporation shall pay all reasonable travel expenses and other out-of-pocket disbursements incurred by the director(s) designated by the Investor in connection with attending meetings of the Board of Directors of the Corporation. 6.16. Securities Act Registration Statements. Except for securities of the Corporation registered on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto, the Corporation shall not file any registration statement under the Securities Act covering any securities unless it shall first have given the Investor written notice thereof. The Corporation further covenants that the Investor shall have the right, at any time when it may be deemed to be a controlling person of the Corporation, to participate in the preparation of such registration statement and to request the insertion therein of material furnished to the Corporation in writing which, in the Investor's judgment, should be included. In connection with any registration statement referred to in this Section 6.16, the Corporation shall indemnify, to the extent permitted by law, the Investor, its partners, officers and directors and each person, if any, who controls the Investor within the meaning of Section 15 of the Securities Act, against all losses, claims, damages, liabilities and expenses caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus or any preliminary prospectus or any amendment thereof or supplement thereto or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by any untrue statement or alleged untrue statement or omission or alleged omission contained in written information furnished to the Corporation by such Investor for use in such registration statement. If, in connection with any such registration statement, the Investor shall furnish written information to the Corporation for use in the registration statement, the Investor shall indemnify, to the extent permitted by law, the Corporation, its directors, each of its officers who sign such registration statement and each person, if any, who controls the Corporation within the meaning of the Securities Act against all losses, claims, damages, liabilities and expenses caused by any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or any preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or alleged untrue statement or such omission or alleged omission is contained in information so furnished in writing by the Investor for use therein. 6.17. Investment Banking Services. The Investor or any affiliate of the Investor shall have the right to perform all investment banking services for the Corporation upon customary terms, including compensation, consistent with an arm's-length transaction. If the Corporation and the Investor or its affiliate, after good faith discussions, cannot agree on terms of any such engagement, the Corporation may hire such other investment banker as it finds acceptable. 6.18. Issuance of Series E Preferred Stock. Except pursuant to this Agreement and upon exercise of the Warrant, the Corporation shall not issue any shares of Series E Preferred Stock without the consent of a majority of the holders of the Series E Preferred Stock. 6.19. Disclosure of Investment. The Corporation agrees that it will not, without the prior written consent of the Investor, in each instance, (i) except as required by law, but only upon written notice to the Investor, in each instance, disclose the Investor's interest in the Series E Preferred Stock and the Warrant or in any other transaction contemplated by the Documents, (ii) use in advertising, publicity, or otherwise the name of the Investor or any affiliate of the Investor, or any partner or employee of the Investor or any of its affiliates, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by the Investor or any of its affiliates, or (iii) represent, directly or indirectly, that any security issued by, or any product or any service provided by, the Corporation has been approved or endorsed by the Investor. SECTION 7. Miscellaneous Definitions. For the purposes of Section 3.25, the following terms shall have the meanings indicated: "Environmental Costs" means, without limitation, any actual or potential cleanup costs, remediation, removal, or other response costs (which without limitation shall include costs to cause the Company to come into compliance with Environmental Laws), investigation costs (including without limitation fees of consultants, counsel, and other experts in connection with any environmental investigation, testing, audits or studies), losses, liabilities or obligations (including without limitation, liabilities or obligations under any lease or other contract), payments, damages (including without limitation any actual, punitive or consequential damages under any statutory laws, common law cause of action or contractual obligations or otherwise, including without limitation damages (a) of third parties for personal injury or property damage, or (b) to natural resources), civil or criminal fines or penalties, judgments, and amounts paid in settlement arising out of or relating to or resulting from any Environmental Matter. "Environmental Matter" means any matter arising out of, relating to, or resulting from pollution, contamination, protection of the environment, human health or safety, health or safety of employees, sanitation, and any matters relating to emissions, discharges, disseminations, releases or threatened releases, of Hazardous Substances into the air (indoor and outdoor), surface water, groundwater, soil, land surface or subsurface, buildings, facilities, real or personal property or fixtures or otherwise arising out of, relating to, or resulting from the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances. "Hazardous Substances" means any pollutants, contaminants, toxic or hazardous or extremely hazardous substances, materials, wastes, constituents or chemicals (including, without limitation, petroleum or any by-products or fractions thereof, any form of natural gas, Bevill Amendment materials, asbestos and asbestos-containing materials, polychlorinated biphenyls ("PCBs") and PCB-containing equipment, radon and other radioactive elements, infectious, carcinogenic, mutagenic, or etiologic agents) that are regulated by, or may now or in the future form the basis of liability under, any Environmental Laws. "Environmental Laws" means, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Sections 9601 et seq., the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C Sections 11001 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901 et seq., the Occupational Safety and Health Act, 29 U.S.C. Sections 641, et seq., as any of the above statutes have been or may be amended from time to time, all rules and regulations promulgated pursuant to any of the above statutes, and any other foreign, federal, state or local law, statute, ordinance, rule or regulation governing Environmental Matters, as the same have been or may be amended from time to time, including any common law cause of action providing any right or remedy with respect to Environmental Matters. SECTION 8. Transfer Taxes. The Corporation agrees that it will pay, and will hold the Investor harmless from any and all liability with respect to any stamp or similar taxes which may be determined to be payable in connection with the execution and delivery and performance of this Agreement or any modification, amendment or alteration of the terms or provisions of this Agreement, and that it will similarly pay and hold the Investor harmless from all issue taxes in respect of the issuance of the Series E Preferred Stock, the Warrant, the Warrant Shares and the Series E Reserved Shares to the Investor. SECTION 9. Exchanges; Lost, Stolen or Mutilated Certificates. Upon surrender by the Investor to the Corporation of any certificate representing Series E Preferred Stock, the Warrant Shares or Series E Reserved Shares purchased or acquired hereunder, the Corporation at its expense will issue in exchange therefor, and deliver to the Investor, a new certificate or certificates representing such shares, in such denominations as may be requested by such Investor. Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction or mutilation of any certificate representing any Series E Preferred Stock, Warrant Shares or Series E Reserved Shares purchased or acquired by the Investor hereunder, and in case of any such loss, theft or destruction, upon delivery of any indemnity agreement satisfactory to the corporation, or in any case of any such mutilation, upon surrender and cancellation of such certificate, the corporation at its expense will issue and deliver to the Investor a new certificate for such Series E Preferred Stock, Warrant Shares or Series E Reserved Shares of like tenor, in lieu of such lost, stolen or mutilated certificate. SECTION 10. Survival of Representations, Warranties and Agreements, Etc. All representations and warranties hereunder shall survive the Closing. All statements contained in any certificate or other instrument delivered by the Corporation or the Founder pursuant to this Agreement or in connection with the transactions contemplated by this Agreement shall constitute representations and warranties by the Corporation or the Founder under this Agreement. All agreements contained herein shall survive indefinitely until, by their respective terms, they are no longer operative. SECTION 11. Expenses. Except as otherwise provided herein, the Corporation, the Founder and the Investor shall each pay all costs and expenses incurred by it or on its behalf in connection with this Agreement and the transactions contemplated hereby, including, without limiting the generality of the foregoing, fees and expenses of its own financial consultants, accountants and counsel. SECTION 12. Indemnification. The Founder and the Corporation, jointly and severally, shall indemnify, defend and hold the Investor harmless against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including legal and accounting fees and expenses), arising from the untruth, inaccuracy or breach of any of the representations, warranties, covenants or agreements made by each of them herein. The Investor shall indemnify, defend and hold the Corporation harmless against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including legal and accounting fees and expenses), arising from the untruth, inaccuracy or breach of any of the representations, warranties, covenants or agreements of the Investor herein. SECTION 13. Remedies. In case any one or more of the covenants and/or agreements set forth in this Agreement shall have been breached by the Corporation, the Investor may proceed to protect and enforce its rights either by suit in equity and/or by action at law, including, but not limited to, an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement. SECTION 14. Special Remedy. In addition to, and not in limitation of, any remedies the Investor is entitled to pursuant to Section 13 herein, in the event the Company breaches the representations and warranties contained in Section 3.3 herein by understating on Schedule 3.3 the amount of capital stock, options, warrants or other convertible securities of the Corporation outstanding as of the date hereof, the Corporation shall issue to the Investor, at the option of the Investor, either (i) the number of shares of Common Stock (the "Adjustment Shares") equal to 28.155% of the difference between (x) the actual number of shares of Common Stock outstanding plus the number of shares of Common Stock into which all options, warrants and other convertible securities of the Corporation are convertible or exercisable and (y) the number of shares of Common Stock outstanding plus the number of shares of Common Stock into which all options, warrants and other convertible securities of the Corporation listed on Schedule 3.3 are convertible or exercisable, or (ii) the number of shares of Series E Preferred Stock which are convertible into the Adjustment Shares at the time such shares are issued. To the extent required by this Section 14, the Corporation agrees to use its best efforts to take any action necessary to ensure that a sufficient number of shares of Common Stock and Series E Preferred Stock are authorized and available for issuance. SECTION 15. Successors and Assigns. This Agreement shall bind and inure to the benefit of the Corporation, the Founder and the Investor and the respective successors, assigns, heirs and personal representatives of the Corporation, the Founder and the Investor, and specifically, the Investor may transfer the Series E Preferred Stock and/or the Warrant and assign its rights and obligations under this Agreement to any partnership, corporation, trust or other organization which is controlled by, controlling or under common control with the Investor or to one or more of the then current or former partners of the Investor. SECTION 16. Entire Agreement. This Agreement and the other writings referred to herein or delivered pursuant hereto which form a part hereof contain the entire agreement among the parties with respect to the subject matter hereof and supersede all prior and contemporaneous arrangements or understandings with respect thereto. SECTION 17. Notices. All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or sent by telecopy, nationally-recognized overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth below or such other address as may hereafter be designated in writing by such party to the other parties: (i) if to the Corporation, to: Neuromedical Systems, Inc. Two Executive Boulevard Suffern, New York 10901 Telecopy: (914) 368-3896 Attention: Mr. Mark Rutenberg with a copy to: Sheldon Krause, Esq. 300 East 42nd Street New York, NY 10017 Telecopy: (212) 986-2907 (ii) if to the Founder, to: Mark Rutenberg 20 Sophia Court Monsey, New York 10952 Telecopy: (914) 425-4210 (iii) if to the Investor, to: The Goldman Sachs Group, L.P. c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Telecopy: (212) 902-3000 Attention: Elizabeth Cogan with a copy to: Fried, Frank, Harris, Shriver and Jacobson One New York Plaza New York, New York 10004 Telecopy: (212) 820-8586 Attention: Paul M. Reinstein, Esq. All such notices, requests, consents and other communications shall be deemed to have been given when received. SECTION 18. Amendments. The terms and provisions of this Agreement may not be modified or amended, or any of the provisions hereof waived, temporarily or permanently, except pursuant to the written consent of the Corporation and the Investor. SECTION 19. Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. SECTION 20. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement. SECTION 21. Nouns and Pronouns. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of names and pronouns shall include the plural and vice-versa. SECTION 22. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed wholly therein. IN WITNESS WHEREOF, the parties hereto have duly executed this agreement as of the date first above written. CORPORATION: ATTEST NEUROMEDICAL SYSTEMS, INC. /s/ Sheldon Krause By: /s/ Mark R. Rutenberg - ------------------ ------------------------- Secretary Mark R. Rutenberg President INVESTOR: THE GOLDMAN SACHS GROUP, L.P. By: /s/ Richard A. Friedman ------------------------- Richard A. Friedman General Partner FOUNDER: /s/ Mark Rutenberg ------------------------- Mark Rutenberg EX-2 3 REGISTRATION AGREEMENT REGISTRATION AGREEMENT (the "Agreement") is made as of this 22nd day of November, 1993, by Neuromedical Systems, Inc., a Delaware corporation (the "Company"), for the benefit of The Goldman Sachs Group, L.P. and its affiliates ("Purchaser") and the investors listed on Schedule I ("Schedule I") hereto (collectively, the "Investors," each an "Investor"). Background ---------- 1. This Registration Rights Agreement is being entered into as inducement for Purchaser to enter into and consummate the transactions contemplated by the Stock Purchase Agreement, between Purchaser, the Company and Mark Rutenberg dated as of the date hereof (the "Stock Purchase Agreement") and as inducement to the Investors to amend certain other agreements with the Company to which they are parties. As such inducement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Stock Purchase Agreement. Agreements ---------- The Company, Purchaser and the Investors covenant and agree as follows: 2. Definitions. As used herein, the following terms have the following respective meanings. Capitalized terms not defined in this Section 2 shall have the meanings assigned to them in the body of the Agreement: "Commission" means the Securities and Exchange Commission or any other Federal agency at the time administering the Securities Act. "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any similar Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Securities Exchange Act of 1934, as amended, shall include a reference to the comparable section, if any, of any such similar Federal statute. "Person" means a corporation, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency. "Registration Expenses" means all expenses incident to the Company's performance of or compliance with Section 3, including, without limitation, all registration, filing and NASD fees, all listing fees, all fees and expenses of complying with securities or blue sky laws (including, without limitation, reasonable fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities), all word processing, duplicating and printing expenses, messenger and delivery expenses, the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of "cold comfort" letters required by or incident to such performance and compliance, any fees and disbursements of underwriters (including, without limitation, fees and expenses of counsel to the underwriters) customarily paid by issuers or sellers of securities and the reasonable fees and expenses of one counsel to the Selling Holders (selected by Selling Holders representing at least 50% of the Registrable Securities covered by such registration); provided, however, that Registration Expenses shall exclude, and the sellers of the Registrable Securities being registered shall pay, underwriters' fees and underwriting discounts and commissions in respect of the Registrable Securities being registered. "Registrable Securities" means any shares of the Company's common stock, par value $.0001 per share (the "Common Stock") (i) owned by Purchaser or any of the Investors as set forth on Schedule I or (ii) issuable to Purchaser or to any of the Investors upon conversion or exercise of the securities listed on Schedule I. As to any particular Registrable Securities, once issued such securities shall cease to be Registrable Securities when (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (b) they shall have been sold as permitted by, and in compliance with, Rule 144 (or successor provision) promulgated under the Securities Act, (c) they shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer under the Securities Act shall have been delivered by the Company and subsequent public distribution of them shall not require registration of them under the Securities Act, or (d) they shall have ceased to be outstanding. "Securities Act" means the Securities Act of 1933, or any similar Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. References to a particular section of the Securities Act of 1933 shall include a reference to the comparable section, if any, of any such similar Federal statute. 3. Registration Under Securities Act, etc. --------------------------------------- 3.1. Registration on Request. ----------------------- (a) Request. Subject to Section 3.1(b) and Section 3.8 hereof, at any time after two years have elapsed after the date hereof, and from time to time thereafter, upon the written request of one or more holders (the "Initiating Holders") of Registrable Securities representing not less than the Threshold Amount (as hereinafter defined) that the Company effect the registration under the Securities Act of all or part of such Initiating Holders' Registrable Securities, the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will use its best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which the Company has been requested to register by the holders thereof (such holders together with the Initiating Holders are hereinafter referred to as the "Selling Holders") by written request given to the Company within 30 days after the giving of such written notice by the Company, all to the extent required to permit the disposition of the Registrable Securities so to be registered. The "Threshold Amount" shall, at any time, mean 20% of the sum of the (a) issued and outstanding shares of Common Stock, plus (b) the shares of Common Stock issuable upon the exercise or conversion of all of the then outstanding rights, options, warrants and convertible securities of the Company. (b) Limitations on Registration on Request. Notwithstanding anything in this Section 3.1 to the contrary the Company shall not be required to take any action pursuant to this Section 3.1, including, without limitation, using its best efforts to effect the registration under the Securities Act of Registrable Securities, unless (i) in the case of an initial public offering, there has been a firm commitment given by the underwriters of the public offering for the sale of the Company's stock; and (ii) the offering includes Registrable Securities in an amount at least equal to the Threshold Amount, and the gross proceeds of any offering of the Registrable Securities must be such that the product of (x) the offering price and (y) the sum of (A) the shares of the Company's outstanding common stock, (B) the outstanding preferred stock of the Company and (C) the number of shares of common stock of the Company into which "in the money" warrants and options are convertible, is no less than $100,000,000. Furthermore, notwithstanding anything in this Section 3.1 to the contrary, the Company shall not be required to effect any registration within six months of the effective date of any other registration under the Securities Act of the Company's Common Stock, other than any such registration filed under Form S-8 (or any successor form) of the Securities Act. (c) Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 3.1 in connection with an underwritten offering by one or more Selling Holders of Registrable Securities, no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised each Selling Holder of Registrable Securities to be covered by such registration in writing that the inclusion of such other securities would not adversely affect such offering or (ii) subject to Section 3.1(h) the Selling Holders of not less than 66- 2/3% of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities. (d) Registration Statement Form. Registrations under this Section 3.1 shall be on such appropriate registration form of the Commission as shall be selected by the Company and as shall be reasonably acceptable to the Selling Holders of more than 50% of the Registrable Securities so to be registered. The Company agrees to include in any such registration statement all information which, in the opinion of counsel to the Selling Holders of Registrable Securities so to be registered and counsel to the Company, is required to be included. (e) Expenses. The Company will pay the Registration Expenses in connection with the initial three registrations requested pursuant to this Section 3.1. Thereafter, the Selling Holders will pay the Registration Expenses in connection with any further registrations. (f) Effective Registration Statement. A registration requested pursuant to this Section 3.1 shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective, (ii) if after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Selling Holders and has not thereafter become effective, or (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a failure on the part of the Selling Holders. (g) Selection of Underwriters. Except as otherwise provided in Section 6.19 of the Stock Purchase Agreement, the underwriter or underwriters of each underwritten offering of the Registrable Securities so to be registered shall be selected by the mutual agreement of the Company and the Selling Holders of more than 50% of the Registrable Securities so to be registered. (h) Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Company in writing (with a copy to each Selling Holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3% of the Registrable Securities requested to be included in such registration, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, pro rata among the Selling Holders requesting such registration on the basis of the percentage of the Registrable Securities of such Selling Holders requested so to be registered. In connection with any such registration to which this Section 3.1(h) is applicable, no securities other than Registrable Securities shall be covered by such registration. 3.2. Incidental Registration. ----------------------- (a) Right to Include Registrable Securities. If the Company proposes to register any of its securities under the Securities Act by registration on Forms S-1, S-2 or S-3 or any successor or similar form(s) (except registrations on such Forms or similar form(s) solely for registration of securities in connection with (i) an employee benefit plan or dividend reinvestment plan or a merger or consolidation, and (ii) debt securities which are not convertible into or exchangeable for Common Stock or into other securities convertible into or exchangeable for Common Stock, whether or not for sale for its own account), it will, subject to Section 3.8 hereof, each such time give prompt written notice to all registered holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 3.2. Upon the written request of any such holder (a "Requesting Holder") made as promptly as practicable and in any event within 30 days after the receipt of any such notice (10 days if the Company states in such written notice or gives telephonic notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will, subject to Section 3.8 hereof, use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereof; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1 and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. (b) Priority in Incidental Registrations. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration would materially adversely affect such offering, then the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in (or during the time of) such offering, first, all securities proposed by the Company to be sold for its own account and second, all other registered securities of the Company requested to be included in such registration pro rata among such holders on the basis of the estimated gross proceeds of the securities of such holders requested to be so included. (c) Subject to the Company's complying with the priorities set forth in Section 3.2(b), nothing contained in this Section 3.2 shall prevent the Company from withdrawing any securities requested to be included in a registration either before or after the effectiveness of such registration. 3.3. Registration Procedures. If and whenever the Company is required to use its best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 3.1 and 3.2, the Company will as expeditiously as possible: (i) prepare and (as soon as practicable, and in any event within 60 days in the case of Form S-l or S-2 and 30 days in the case of a registration requested on Form S-3 after the end of the period within which requests for registration may be given to the Company) file with the Commission the requisite registration statement to effect such registration and thereafter use its best efforts to cause such registration statement to become effective; provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 3.2(a), its securities which are Registrable Securities) at any time prior to the effective date of the registration statement relating thereto; (ii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement for such period as shall be required for the disposition of all of such Registrable Securities, provided, that such period need not exceed 120 days; (iii) furnish to each seller of Registrable Securities covered by such registration statement, such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably request; (iv) use its best efforts (x) to register or qualify all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such States of the United States of America where an exemption is not available and as the sellers of Registrable Securities covered by such registration statement shall reasonably request, (y) to keep such registration or qualification in effect for so long as such registration statement remains in effect, and (z) to take any other action which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the securities to be sold by such sellers, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision (iv) be obligated to be so qualified or to consent to general service of process in any such jurisdiction; (v) use its best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers thereof to consummate the disposition of such Registrable Securities; (vi) furnish to each seller of Registrable Securities a signed counterpart of (x) an opinion of Counsel for the Company, and (y) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountant's comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountant's comfort letters delivered to the underwriters in underwritten public offerings of securities (and dated the dates such opinions and comfort letters are customarily dated) and, in the case of the accountant's comfort letter, such other financial matters, and in the case of the legal opinion, such other legal matters, as the sellers of more than 50% of the Registrable Securities covered by such registration statement, or the underwriters, may reasonably request; (vii) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and at the request of any such seller promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (viii) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy of any amendment or supplement to such registration statement or prospectus; (ix) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; and (x) use its best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange on which Registrable Securities of the same class and, if applicable, series, covered by such registration statement are then listed. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (vii) of this Section 3.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (vii) of this Section 3.3 and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. 3.4. Underwritten Offerings. ---------------------- (a) Requested Underwritten Offerings. If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 3.1, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each such holder and the underwriters and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities to the effect and to the extent provided in Section 3.7. The holders of the Registrable Securities proposed to be distributed by such underwriters will cooperate with the Company in the negotiation of the underwriting agreement and will give consideration to the reasonable suggestions of the Company regarding the form thereof. Such holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. Any such holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities, such holder's intended method of distribution and any other representations required by law. (b) Incidental Underwritten Offerings. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 3.2 and such securities are to be distributed by or through one or more underwriters, the Company will, subject to Section 3.8 hereof, if requested by any Requesting Holder of Registrable Securities arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Requesting Holder among the securities of the Company to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. Any such Requesting Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company other than representations, warranties or agreements regarding such Requesting Holder, such Requesting Holder's Registrable Securities and such Requesting Holder's intended method of distribution or any other representations required by law. (c) Holdback Agreements. (i) If any registration of Registrable Securities shall be in connection with an underwritten public offering, each holder of Registrable Securities agrees not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities, and not to effect any such public sale or distribution of any other equity security of the Company or of any security convertible into or exchangeable or exercisable for any equity security of the Company (in each case, other than as part of such underwritten public offering) during the 15 days prior to, and during the 90-day period (or such longer period as each holder of Registrable Securities agrees with the underwriter of such offering) beginning on, the effective date of such registration statement (except as part of such registration) provided that each holder of Registrable Securities has received written notice of such registration at least 15 days prior to such effective date. (ii) If any registration of Registrable Securities shall be in connection with an underwritten public offering, the Company agrees (x) not to effect any public sale or distribution of any of its equity securities or of any security convertible into or exchangeable or exercisable for any equity security of the Company (other than any such sale or distribution of such securities in connection with any merger or consolidation by the Company or any subsidiary of the Company of the capital stock or substantially all the assets of any other person or in connection with an employee stock option or other benefit plan) during the 15 days prior to, and during the 90-day period (or such longer period as the underwriters retained by the Company may reasonably request) beginning on, the effective date of such registration statement (except as part of such registration) and (y) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed equity securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the period referred to in the foregoing clause (x), including any sale pursuant to Rule 144 under the Securities Act (except as part of such registration, if permitted). 3.5. Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and, to the extent practicable, each amendment thereof or supplement thereto, and give each of them such access to its books and records (to the extent customarily given to underwriters of the Company's securities) such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act. 3.6. Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The obligations of the Company under Section 3.1(a) to use its best efforts to cause the Registrable Securities to be registered under the Securities Act are subject to the limitation, condition and qualification that the Company shall be entitled to postpone for a reasonable period of time (but not exceeding 30 days) the filing of any registration statement otherwise required to be prepared and filed by it pursuant to Section 3.1(a) if the Company determines, in its reasonable judgment, that such registration and offering would interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company or any of its affiliates or would require premature disclosure thereof and promptly gives the holders of Registrable Securities requesting registration thereof pursuant to Section 3.1(a) written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. If the Company shall so postpone the filing of a registration statement, such holders of Registrable Securities requesting registration thereof pursuant to Section 3.1(a) shall have the right to withdraw the request for registration by giving written notice to the Company within 30 days after receipt of the notice of postponement and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 3.1(a) hereof. 3.7. Indemnification. --------------- (a) Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does, indemnify and hold harmless, in the case of any registration statement filed pursuant to Section 3.1 or 3.2, each seller of any Registrable Securities covered by such registration statement, its directors, officers, partners, agents and affiliates and each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such seller or any such underwriter within the meaning of the Securities Act, insofar as losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, and the Company will reimburse such seller and each such director, officer, partner, agent or affiliate, underwriter and controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such seller or underwriter, as the case may be, specifically stating that it is for use in the preparation thereof; and provided, further, that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus so long as such final prospectus, and any amendments or supplements thereto, have been furnished to such underwriter. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, partner, agent or affiliate or controlling person and shall survive the transfer of such securities by such seller. (b) Indemnification by the Sellers. As a condition to including any Registrable Securities in any registration statement, the Company shall have received an undertaking satisfactory to it from the prospective seller of such Registrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 3.7) the Company, and each director of the Company, each officer of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the liability of such indemnifying party under this Section 3.7(b) shall be limited to the amount of proceeds received by such indemnifying party in the offering giving rise to such liability. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. (c) Notices of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 3.7, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 3.7, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party shall be entitled to participate in and, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation or which subjects the indemnified party to any injunctive relief or other equitable remedy. (d) Contribution. If the indemnification provided for in this Section 3.7 shall for any reason be held by a court to be unavailable to an indemnified party under subparagraph (a) or (b) hereof in respect of any loss, claim, damage or liability, or any action in respect thereof, then, in lieu of the amount paid or payable under subparagraph (a) or (b) hereof, the indemnified party and the indemnifying party under subparagraph (a) or (b) hereof shall contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating the same), (i) in such proportion as is appropriate to reflect the relative fault of the Company and the prospective sellers of Registrable Securities covered by the registration statement which resulted in such loss, claims, damage or liability, or action in respect thereof, with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as shall be appropriate to reflect the relative benefits received by the Company and such prospective sellers from the offering of the securities covered by such registration statement. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Such prospective sellers' obligations to contribute as provided in this subparagraph (d) are several in proportion to the relative value of their respective Registrable Securities covered by such registration statement and not joint. In addition, no Person shall be obligated to contribute hereunder any amounts in payment for any settlement of any action or claim effected without such Person's consent, which consent shall not be unreasonably withheld. (e) Other Indemnification. Indemnification and contribution similar to that specified in the preceding subdivisions of this Section 3.7 (with appropriate modifications) shall be given by the Company and each seller of Registrable Securities with respect to any required registration or other qualification of securities under any federal or state law or regulation of any governmental authority other than the Securities Act. (f) Indemnification Payments. The indemnification and contribution required by this Section 3.7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred. 3.8. Limitations on Registrations of Registrable Securities. The Company shall not be required to effect any registration of Registrable Securities pursuant to Section 3.2 hereof if it shall deliver to the holder or holders requesting such registration an opinion of counsel which opinion and counsel shall be reasonably satisfactory to such holder or holders to the effect that all Registrable Securities held by such holder or holders may be sold in the public market without registration under the Securities Act and any applicable State Securities laws. 4. Rule 144. Pursuant to Rule 144 under the Securities Act or otherwise, the Company shall take all actions reasonably necessary to enable holders of Registrable Securities to sell such securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission including, without limiting the generality of the foregoing, filing on a timely basis all reports required to be filed by the Exchange Act. Upon the request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such requirements. 5. Special transfer. The parties hereto agree that if Steven B. Rothschild, as Nominee, sells or transfers up to 150,000 shares of the Company's Series A Preferred Stock within 7 days of the date hereof to Paul Jacobs ("Jacobs"), upon the execution of this Agreement by Jacobs, such sold or transferred shares shall be considered Registrable Securities. 6. Amendments and Waivers. This Agreement may be amended with the consent of the Company and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have obtained the written consent to such amendment, action or omission to act, of each of the parties hereto. Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any consent authorized by this Section 5, whether or not such Registrable Securities shall have been marked to indicate such consent. 7. Nominees for Beneficial Owners. In the event that any Registrable Securities are held by a nominee for the beneficial owner thereof, the beneficial owner thereof may, at its election in writing delivered to the Company, be treated as the holder of such Registrable Securities for purposes of any request or other action by any holder or holders of Registrable Securities pursuant to this Agreement or any determination of any number or percentage of shares of Registrable Securities held by any holder or holders of Registrable Securities contemplated by this Agreement. If the beneficial owner of any Registrable Securities so elects, the Company may require assurances reasonably satisfactory to it of such owner's beneficial ownership of such Registrable Securities. 8. Notice. All notices and other communications hereunder shall be in writing and, unless otherwise provided herein, shall be deemed to have been given when received by the party to whom such notice is to be given at its address set forth below, or such other address for the party as shall be specified by notice given pursuant hereto: if to the Company, to: Neuromedical Systems, Inc. Two Executive Boulevard Suffern, New York 10901 Telecopy: (914) 368-3896 Attention: Mr. Mark Rutenberg with a copy to: Sheldon Krause, Esq. 300 East 42nd Street New York, New York 10017 Telecopy: (212) 986-2907 if to Purchaser, to: The Goldman Sachs Group, L.P. c/o Goldman, Sachs & Company 85 Broad Street New York, New York 10004 Telecopy: (212) 902-3000 Attention: Ms. Elizabeth Cogan with a copy to: Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004-1980 Telecopy: (212) 820-8586 Attention: Paul M. Reinstein, Esq. if to an investor, to the address for such Investor on Schedule I attached hereto. 9. Assignment. This Agreement shall not be assignable by any party except to an affiliate of that party. 10. Descriptive Headings. The descriptive headings of the several sections and paragraphs of this Agreement are inserted for reference only and shall not limit or otherwise affect the meaning hereof. 11. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of New York. 12. No Inconsistent Agreements. The Company will not hereafter enter into any agreement with respect to its securities which is inconsistent with the rights granted to the holders of Registrable Securities in this Agreement. Except as set forth on Schedule 11 attached hereto, the Company has not previously entered into any agreement with respect to any of its equity securities granting any registration rights to any person. Each of the Investors, in their individual capacities, agree that any rights with respect to the registration of securities of the Company, and any agreements pertaining to such rights, including but not limited to those agreements set forth on Schedule III hereto, are superseded in their entirety by this Agreement, and such rights and agreements are hereby cancelled and no longer of any force or effect. 13. Recapitalizations, etc. In the event that any capital stock or other securities are issued in respect of, in exchange for, or in substitution of, any Registrable Securities by reason of any reorganization, recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up, sale of assets, distribution to stockholders or combination of the shares of Registrable Securities or any other change in the Company's capital structure, appropriate adjustments shall be made in this Agreement so as to fairly and equitably preserve, as far as practicable, the original rights and obligations of the parties hereto under this Agreement. 14. Attorneys' Fees. In any action or proceeding brought to enforce any provision of this Agreement, or where any provision hereof is validly asserted as a defense, the prevailing party to such action or proceeding shall be entitled to recover reasonable attorneys' fees in addition to any other available remedy. 15. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. 16. Entire Agreement. This agreement constitutes the entire agreement among the parties with respect to the transactions contemplated hereby, and supersedes all prior agreements and understandings, written or oral, among the parties to this agreement or between any of such parties, with respect thereto. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their respective officers thereunto duly authorized as of the date first above written. NEUROMEDICAL SYSTEMS, INC. By /s/ Mark R. Rutenberg ------------------------------- Name: Mark R. Rutenberg Title: President THE GOLDMAN SACHS GROUP, L.P. By /s/ Richard A. Friedman ------------------------------- Name: Richard A. Friedman Title: General Partner EDELSON TECHNOLOGY PARTNERS II, By /s/ John E. Fox ------------------------------- Name: John E. Fox Title: General Partner STEVEN B. ROTHSCHILD, AS NOMINEE By /s/ Steven B. Rothschild ------------------------------- Name: Steven B. Rothschild Title: Nominee SCHEDULE I ---------- Name Securities Held ---- --------------- Steven B. Rothschild, (a) 9,337,732 shares of as Nominee Series A Preferred Stock 747 Chestnut Ridge Road Spring Valley, New York 10977 (b) Warrant to purchase Telecopy: (914) 426-6406 4,362,141 shares of Common Stock (c) Warrant to purchase 2,138,400 shares of Common Stock Edelson Technology (a) 5,515,260 shares of Partners II, L.P. Series B Preferred Stock Park 80 West, Plaza 2 Saddle Brook, New Jersey 07622 (b) Warrant to purchase Telecopy: (201) 843-5479 861,600 shares of Common Stock Attention: Mr. John E. Fox The Goldman Sachs Group, L.P. (a) 10,500,000 shares of 85 Broad Street Series E Preferred Stock New York, New York 10004 Telecopy: (212) 902-3000 (b) Warrant to purchase Attn: Ms. Elizabeth Cogan 15,500,000 shares of Series E Preferred Stock EX-3 4 EXHIBIT 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) promulgated under the Securities and Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of Neuromedical Systems, Inc. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13D. Date: July 10, 1996 THE GOLDMAN SACHS GROUP, L.P. By: /s/ Richard A. Friedman ------------------------ Name: Richard A. Friedman Title: General Partner GOLDMAN, SACHS & CO. By: /s/ Richard A. Friedman ------------------------ Name: Richard A. Friedman Title: General Partner GS CAPITAL PARTNERS, L.P. By: GS Advisors, L.P. By: GS Advisors, Inc. By: /s/ Richard A. Friedman ------------------------ Name: Richard A. Friedman Title: President GS ADVISORS, L.P. By: GS Advisors, Inc. By: /s/ Richard A. Friedman ------------------------ Name: Richard A. Friedman Title: President -----END PRIVACY-ENHANCED MESSAGE-----