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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Energy Conversion Devices, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
-----------------------
292659109
(Cusip Number)
Texaco Inc.
(Name of Persons Filing Statement)
Deval L. Patrick
Vice President & General Counsel
Texaco Inc.
2000 Westchester Avenue
White Plains, NY 10650
Telephone: (914) 253-4061
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
October 26, 2000
(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 statement because of Rule 13d-1(b)(3) or (4), check the following: [ ]
Check the following box if a fee is being paid with this statement: [ ]
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Page 1 of
Texaco Inc. ("Texaco") hereby amends and supplements its Report on
Schedule 13D, originally filed on June 12, 2000 (the "Schedule 13D") with
respect to the purchase of the common stock, par value $0.01 (the "Common
Stock") of Energy Conversion Devices, Inc. (the "Issuer").
Unless otherwise indicated, each capitalized term used but not defined
herein shall have the meaning assigned to such term in the Schedule 13D.
Cover Page.
The responses set forth in disclosure items 7, 9 and 11 of the Schedule
13D cover page are hereby amended and restated as follows:
(7) 3,868,033
(9) 3,868,033
(11) 3,868,033
Item 2. Identity and Background.
Appendix A to the Schedule 13D is hereby deleted in its entirety and
replaced with the Appendix A attached to this Amendment No. 1.
Item 3. Source and Amount of Funds or Other Consideration.
The response set forth in Item 3 of the Schedule 13D is hereby amended by
adding the following information as a second paragraph:
Pursuant to a Preemptive Rights Stock Purchase Agreement (the "Preemptive
Rights Agreement"), dated as of October 26, 2000, by and between TRMI Holdings
Inc. ("TRMI") and the Issuer, TRMI has purchased 125,233 additional shares of
Common Stock of the Issuer using available working capital. (TRMI is a
wholly-owned subsidiary of Texaco). The Preemptive Rights Agreement provides,
among other things, that the aggregate price to be paid for the additional
shares of Common Stock would be $3,794,559.90 and that the shares so acquired
shall be subject to the terms of Section 2.6(b), Part Four and Part Five of the
Purchase Agreement as if it were "Stock" (as defined in the Purchase
Agreement).
Item 4. Purpose of the Transaction.
The response set forth in Item 4 of the Schedule 13D is hereby amended by
adding the following information at the end of the first sentence of the first
paragraph:
Texaco has purchased additional shares of Common Stock pursuant to certain
preemptive rights that are described in Section 4.1(d) of the Purchase
Agreement (and summarized in Item 6 of this Schedule 13D). The purpose of the
additional purchase is to permit Texaco to maintain its percentage of ownership
in the Issuer's Common Stock at 20 percent.
Page 2 of
Item 5. Interest in Securities of the Issuer.
The response set forth in Item 5 of the Schedule 13D is hereby amended and
restated as follows:
(a) Number of Shares Beneficially Owned: 3,868,033 shares of Common Stock.
Right to Acquire: Except for certain preemptive rights which are contained in
Section 4.1(d) of the Purchase Agreement, none.
Percent of Class: 20%
(b) Sole Power to Vote, Direct the Vote of, or
Dispose of Shares: 3,868,033.
(c) Recent Transactions: None, other than as discussed above.
(d) Rights with Respect to Dividends or Sales
Proceeds: Not Applicable.
(e) Date of Cessation of Five Percent
Beneficial Ownership: Not Applicable.
Item 7. Material to be Filed as Exhibits.
The response set forth in Item 7 of the Schedule 13D is hereby amended by
adding the following exhibit:
Exhibit 2: Preemptive Rights Stock Purchase Agreement, dated as of
October 26, 2000, by and between Energy Conversion Devices, Inc. and TRMI
Holdings Inc.
Page 3 of
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: November 6, 2000
Texaco Inc.
By: /s/ Michael H. Rudy
------------------------
Name: Michael H. Rudy
Title: Secretary
Page 4 of 6
Appendix A
DIRECTORS AND EXECUTIVE OFFICERS OF TEXACO INC.
The name, title, present principal occupation or employment, and business
address of each of the directors and executive officers of Texaco Inc.
("Texaco") are set forth below. Unless otherwise indicated, the business
address for each person is c/o Texaco Inc., 2000 Westchester Avenue, White
Plains, New York, 10650.
Title, Present Principal Occupation
Name or Employment and Citizenship
- ------------------------------------------------------ --------------------------------------------------------------
A. Charles Baillie.................................... Director. Chairman & Chief Executive Officer of Toronto-Dominion
Bank. Toronto-Dominion Bank, 55 King Street West, 11th Floor,
Toronto Dominion Bank Tower, Toronto, Ontario M5K 1A2,
Canada. Mr. Baillie is a citizen of Canada.
Peter I. Bijur........................................ Director. Chairman & Chief Executive Officer of Texaco Inc.
Mary K. Bush.......................................... Director. President of Bush & Company. Bush & Company, 4201
Cathedral Avenue, N.W., Suite 1016E, Washington, D.C. 20016.
Edmund M. Carpenter................................... Director. President & Chief Executive Officer of Barnes Group, Inc.
Barnes Group, Inc., 123 Main Street, P.O. Box 489, Bristol, CT
06011-0489.
Robert J. Eaton . . . . . . . . . . . . . . . . . . . .Director. Former.Chairman of DaimlerChrysler Corporation.
DaimlerChrysler Corporation, 1000 Chrysler Dr., CIMS 480-01-01,
Auburn Hills, MI 48326-2766.
Michael C. Hawley..................................... Director. Former Chairman & Chief Executive Officer of The
Gillette Company. The Gillette Company, Prudential Tower
Building, 800 Boylston Street, Boston, MA 02119-8004.
Franklyn G. Jenifer................................... Director. President of the University of Texas at Dallas. University
of Texas at Dallas, 2601 North Floyd Road, Room AD2.418,
Richardson, TX 75080.
Sam Nunn.............................................. Director. Senior Partner of King & Spalding. King & Spalding, 191
Peachtree Street, Atlanta, GA 30303-1763.
Charles H. Price, II.................................. Director. Former Chairman of Mercantile Bank of Kansas City.
Mercantile Bank of Kansas City, One West Armour Blvd., Suite 300,
Kansas City, MO 64111.
Charles R. Shoemate................................... Director. Advisory Director of Unilever PLC. Unilever PLC, P.O.
Box 68, Unilever House, Blackfriars, London EC4P 4BQ, United
Kingdom.
Robin B. Smith........................................ Director. Chairman & Chief Executive Officer of Publishers Clearing
House. Publishers Clearing House, 382 Channel Drive, Port
Washington, NY 11050.
William C. Steere, Jr................................. Director. Chairman & Chief Executive Officer of Pfizer Inc. Pfizer
Inc., 235 East 42nd Street, New York, NY 10017-5755.
Thomas A. Vanderslice................................. Director. President of TAV Associates. TAV Associates, Le Rivage,
Unit 10-N, 4351 Gulf Shore Blvd. North, Naples, FL 34103.
Patrick J. Lynch...................................... Senior Vice President & Chief Financial Officer.
John J. O'Connor...................................... Senior Vice President.
Page 5 of 6
William M. Wicker..................................... Senior Vice President.
Bruce S. Appelbaum.................................... Vice President. 4800 Fournace Place, Bellaire, TX 77401-2324
John Bethancourt...................................... Vice President.
Eugene Celentano...................................... Vice President.
James F. Link......................................... Vice President.
James R. Metzger...................................... Vice President.
Rosemary Moore........................................ Vice.President
.
Robert C. Oelkers..................................... Vice President.
Deval L. Patrick...................................... Vice President & General Counsel.
Elizabeth P. Smith.................................... Vice President.
Robert A. Solberg..................................... Vice President. 1111 Bagby Street, Houston, TX 77002-2543
Janet L. Stoner....................................... Vice President.
Michael N. Ambler..................................... General Tax Counsel.
George J. Batavick.................................... Comptroller.
Ira D. Hall........................................... Treasurer.
Michael H. Rudy....................................... Secretary.
Page 6 of 6
Exhibit 2
PREEMPTIVE RIGHTS STOCK PURCHASE AGREEMENT
(Stock of Energy Conversion Devices, Inc.)
PREEMPTIVE RIGHTS STOCK PURCHASE AGREEMENT ("Agreement") dated as of
October 26, 2000 is made and entered into by and between ENERGY CONVERSION
DEVICES, INC., a Delaware corporation ("Seller"), and TRMI HOLDINGS INC., a
Delaware corporation ("Buyer"). Seller and Buyer are sometimes referred to
herein individually as a "Party" and together as the "Parties".
WHEREAS, pursuant to Section 4.1(d) of the Stock Purchase Agreement
dated as of May 1, 2000, by and between Seller and Buyer, Seller has delivered
to Buyer Preemptive Rights Notice(s), stating that Buyer has the right to
purchase certain Seller Stock (as defined in such Stock Purchase Agreement).
WHEREAS, Buyer desires to purchase such Seller Stock.
WHEREAS, Buyer and Seller desire to effectuate such purchase as
contemplated by Section 4.1(d) of such Stock Purchase Agreement.
NOW THEREFORE, Buyer and Seller agree as follows:
ARTICLE 1
DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.1 Defined Terms; Rules of Construction. Unless the context
shall otherwise require, terms used and not defined herein shall have the
meanings assigned thereto in the Stock Purchase Agreement dated as of May 1,
2000, by and between Seller and Buyer (the "Stock Purchase Agreement"), and all
rules of construction set forth therein shall apply hereto.
ARTICLE 2
PURCHASE AND SALE, TRANSFER
AND PURCHASE PRICE OF THE PREEMPTIVE RIGHTS STOCK
Section 2.1 Purchase and Sale of the Preemptive Rights Stock. Pursuant
to Section 4.1(d) of the Stock Purchase Agreement, Seller shall issue and sell
to Buyer, and Buyer shall purchase from Seller, the shares set forth in
Schedule 2.1 (the "Preemptive Rights Stock").
Section 2.2 Transfer of the Preemptive Rights Stock; Deliveries. The
closing of the purchase and sale of the Preemptive Rights Stock under this
Agreement (the "Closing") will take place at the offices of Seller, or at such
other place as Buyer and Seller mutually agree, at 10:00 A.M., local time, on
the date of this Agreement, or on such later Business Day and time as Buyer and
Seller mutually agree (the "Closing Date"). At the Closing, Seller shall
deliver to
1
Buyer the certificates evidencing the Preemptive Rights Stock, and convey to
Buyer good, marketable and unencumbered title to, and legal and beneficial
ownership of, the Preemptive Rights Stock.
Section 2.3 Purchase Price of the Preemptive Rights Stock. The
purchase price for the Preemptive Rights Stock shall be as set forth in
Schedule 2.3 (the "Purchase Price").
Section 2.4 Method of Payment. The Purchase Price shall be payable in
immediately available funds by means of a wire transfer to Seller's account at
Standard Federal Bank, 2600 West Big Beaver Road, Troy, Michigan 48084, ABA
routing number 272471674, account number 1054400890 (with immediate telephone
notice to Steve Zumsteg at (248) 280-1900) or to such other account number and
depository as Seller may by written notice direct.
Section 2.5 Fees and Stamp and Other Transfer Taxes. Buyer shall pay
all sales, documentary, stamp and other transfer taxes, if any, payable in
respect of this Agreement or for the transfer of the Preemptive Rights Stock to
Buyer hereunder.
Section 2.6 Restrictive Legend. The Preemptive Rights Stock s hall
bear the legend set forth in Section 2.6(a) of the Stock Purchase Agreement.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
Section 3.1 Seller and Buyer. Each Party hereby represents and
warrants to the other as follows:
(a) Organization and Standing. Such Party is a corporation
duly organized, validly existing and in good standing under the laws
of the State of Delaware, and in the case of Seller, is in good
standing as foreign corporation in all jurisdictions where the nature
of its properties or business require it.
(b) Authority. Such Party has all requisite corporate power
and authority to execute, deliver and perform this Agreement and to
consummate the transactions contemplated hereby. The execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all
requisite corporate action on the part of such Party and this
Agreement has been duly executed and delivered by such Party.
(c) Validity of Agreement. This Agreement constitutes the
legal, valid and binding obligation of such Party, enforceable against
such Party in accordance with its terms, except as enforcement may be
subject to (i) bankruptcy, insolvency, reorganization, or other
similar laws now or hereafter in effect affecting the enforcement of
creditors' rights generally, and (ii) general principles of equity
(regardless of whether enforcement is considered in a proceeding in
equity or at law).
2
(d) No Violation. Neither the execution or delivery by such
Party of this Agreement, nor the performance by such Party of its
obligations under this Agreement, nor the consummation of the
transactions contemplated hereby, (i) contravene or violate any
provision of the Corporate Documents of such Party, (ii) contravene or
violate any Law to which such Party or any of its material assets may
be subject, or (iii) in the case of Seller, result in the creation or
imposition of a Lien on any material asset of Seller or any
Subsidiary.
(e) No Consent Required. No consent, approval, permit,
authorization or other action by or filing with, any Governmental
Entity or any other Person is required in connection with the
execution, delivery and performance by such Party of this Agreement or
the consummation of the transactions contemplated hereby.
Section 3.2 Seller. Seller hereby represents and warrants to Buyer as
follows:
(a) Offering. Neither Seller nor any Person acting on its
behalf has taken or will take any action (including, without
limitation, any offering of any securities of Seller under
circumstances which would require, under the Securities Act, the
integration of such offering with the offering and sale of the
Preemptive Rights Stock) which might subject the offering, issuance or
sale of the Preemptive Rights Stock to the registration requirements
of Section 5 of the Securities Act.
(b) Ownership of Preemptive Rights Stock. The Preemptive
Rights Stock, when issued and delivered in accordance with the terms
of this Agreement, will be validly issued and outstanding, fully paid
and non-assessable, free and clear (except as set forth in Section
4.2(b) of the Stock Purchase Agreement) of any and all proxies or
proxy agreements, voting trust arrangements and Liens, and Seller may
transfer and deliver the Preemptive Rights Stock to Buyer at the
Closing.
(c) Capitalization. Seller's authorized Seller Stock consists
of the shares set forth in Schedule 3.2(c) Part A, of which the shares
set forth in Schedule 3.2(c) Part B are issued and presently
outstanding and held as set forth therein. All outstanding shares have
been validly issued, are fully paid and nonassessable, were not issued
in violation of the terms of any Contract binding upon Seller and were
issued in compliance with all Corporate Documents of Seller.
(d) Options or Warrants. Except as provided for in Section
4.1(d) of Stock Purchase Agreement and as set forth in Schedule
3.2(d), there are (i) no existing Contracts, subscriptions, Options,
Warrants, calls, commitments or other rights of any kind to purchase
or otherwise acquire from Seller, at any time, or upon the happening
of any stated event, shares of the capital stock or other securities
of Seller, whether or not presently issued or outstanding; (ii) no
outstanding securities of Seller that are convertible into or
exchangeable for capital shares or other securities of Seller; (iii)
no Contracts, subscriptions, Options, Warrants, calls, commitments or
rights to purchase or otherwise acquire from Seller any such
convertible or exchangeable securities; and (iv) no preemptive rights
with respect to the issuance of any shares of capital stock of Seller.
3
Section 3.3 Buyer, re Private Placement. Buyer hereby represents and
warrants to Seller as follows:
(a) Buyer understands that the offering and sale of the
Preemptive Rights Stock is intended to be exempt from registration
under the Securities Act pursuant to Section 4(2) of the Securities
Act and any applicable state securities or blue sky laws.
(b) The Preemptive Rights Stock to be acquired by Buyer
pursuant to this Agreement is being acquired for its own account and
without a view to the resale or distribution of the Preemptive Rights
Stock or any interest therein other than in a transaction exempt from
registration under the Securities Act.
(c) Buyer is an "Accredited Investor" as such term is
defined in Regulation D under the Securities Act.
(d) Buyer has sufficient knowledge and experience in
financial and business matters so as to be capable of evaluating the
merits and risks of its investment in Stock and Buyer is capable of
bearing the economic risks of such investment, including a complete
loss of its investment in Stock. Buyer understands that its investment
in the Preemptive Rights Stock involves a high degree of risk.
(e) Buyer has been furnished with and carefully read a copy
of the Form 10-K, each of the Form 10-Q's and this Agreement and has
been given the opportunity to ask questions of, and receive answers
from, Seller concerning the terms and conditions of Stock and other
related matters. Seller has made available to Buyer or its agents all
documents and information relating to an investment in the Preemptive
Rights Stock requested by or on behalf of Buyer.
(f) Buyer understands that the Preemptive Rights Stock has
not been and, except as provided herein, are not being registered
under the Securities Act or any state securities laws, and may not be
offered, sold, pledged or otherwise transferred except in compliance
with the Securities Act or state securities laws.
Section 3.4 No Other Warranties. Except as otherwise provided herein,
there are no express or implied warranties that apply to the transactions
contemplated herein.
ARTICLE 4
APPLICABILITY OF STOCK PURCHASE AGREEMENT
Section 4.1 Applicability of Stock Purchase Agreement. The Preemptive
Rights Stock, when issued and delivered in accordance with the terms of this
Agreement, shall be subject to the terms of Section 2.6(b), Part Four, and Part
Five of the Stock Purchase Agreement as if it were "Stock" as defined in the
Stock Purchase Agreement, and shall be included in Seller Stock owned by Buyer
for all purposes under the Stock Purchase Agreement.
4
ARTICLE 5
MISCELLANEOUS
Section 5.1 Notices. All notices, consents, requests, demands and
other communications hereunder shall be given in the manner and to the
addressees designated in Section 7.1 of the Stock Purchase Agreement.
Section 5.2 Modification. This Agreement, including this Section 5.2,
shall not be modified except by an instrument in writing signed by or on behalf
of the Parties.
Section 5.3 Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of Delaware as applied to
contracts made and performed within the State of Delaware, without regard to
principles of conflict of laws.
Section 5.4 Assignment Binding Effect. This Agreement may not be
assigned by either Party without the prior written consent of the other
Parties, except that Buyer may assign its rights and obligations to any
wholly-owned Subsidiary of Texaco Inc. This Agreement shall be binding upon and
inure to the benefit of the Parties and their respective successors and
permitted assigns.
Seven 5.5 Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
Section 5.6 Invalidity. If any of the terms, provisions, covenants or
restrictions of this Agreement is held by a court of competent jurisdiction to
be invalid, void or unenforceable and unless the invalidity, voidability or
unenforceability thereof does substantial violence to the underlying intent and
sense of the remainder of this Agreement, such invalidity, voidability or
unenforceability shall not affect in any way the validity or enforceability of
any other provision of this Agreement except those which the invalidated,
voided or unenforceable provision comprises an integral part of or is otherwise
clearly inseparable from. In the event any term, provision, covenant or
restriction is held invalid, void or unenforceable, the Parties shall attempt
to agree on a valid or enforceable provision which shall be a reasonable
substitute for such invalid or unenforceable provision in light of the tenor of
this Agreement and, on so agreeing, shall incorporate such substitute provision
in the Agreement.
Section 5.7 Entire Agreement. This Agreement contains the entire
agreement between the Parties hereto with respect to the transactions
contemplated herein and all prior or contemporaneous understandings and
agreements shall merge herein. There are no additional terms, whether
consistent or inconsistent, oral or written, which are intended to be part of
the Parties' understandings which have not been incorporated into this
Agreement.
5
Section 5.8 Expenses. Except as the Parties may otherwise agree or as
otherwise provided herein, Buyer and Seller shall bear their respective fees,
costs and expenses in connection with this Agreement and the transactions
contemplated hereby.
Section 5.9 Waiver. No waiver by any Party, whether express or
implied, of any right under any provision of the Agreement shall constitute a
waiver of such Party's right at any other time or a waiver of such Party's
rights under any other provision of the Agreement unless it is made in writing
and signed by a duly authorized representative of a Party waiving the
condition. No failure by either Party hereto to take any action with respect to
any breach of this Agreement or Default by another Party shall constitute a
waiver of the former Party's right to enforce any provision of this Agreement
or to take action with respect to such breach or Default or any subsequent
breach or Default by such other Party.
Section 5.10 No Admissions. Nothing in this Agreement shall constitute
any admission, expressed or implicit, by the Parties of any wrongdoing. Nothing
herein expressed or implied is intended to confer upon any other Person any
rights or remedies hereunder.
Section 5.11 Survival. All of the covenants, agreements,
representations and warranties, and indemnities made by each Party contained in
this Agreement and in any Schedule, certificate or other document delivered by
any such Party pursuant hereto or in connection herewith shall survive for a
period of three years from the Closing Date.
Section 5.12 Arbitration. Sections 7.12 and 7.13 of the Stock Purchase
Agreement contain provisions regarding Dispute Resolution which shall govern
this Agreement. Such Sections are hereby incorporated herein by reference.
Section 5.13 Further Assurances. Seller and Buyer shall provide to
each other such information regarding the Preemptive Rights Stock as may be
reasonably requested and shall execute and deliver to each other such further
documents and take such further action as may be reasonably requested by either
Party to document, complete or give full effect to the terms and provisions of
this Agreement and the transactions contemplated herein.
6
IN WITNESS WHEREOF, the Parties hereto have entered into this
Agreement as of the date first herein above written.
ENERGY CONVERSION DEVICES, INC.
a Delaware corporation
By: /s/ Stanford R. Ovshinsky
---------------------------------
Name: Stanford R. Ovshinsky
Title: President and CEO
By: /s/ Robert C. Stempel
---------------------------------
Name: Robert C. Stempel
Title: Chairman
TRMI HOLDINGS INC.
a Delaware corporation
By: /s/ William M. Wicker
---------------------------------
Name: William M. Wicker
Title: Vice President
7
Schedule 2.1
to
Preemptive Rights Stock Purchase Agreement
PREEMPTIVE RIGHTS STOCK
125,233 shares of Common Stock
8
Schedule 2.3
to
Preemptive Rights Stock Purchase Agreement
PURCHASE PRICE
Closing Date 26-Oct-00
Date Closing Price
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25-Oct-00 $30.38
24-Oct-00 $32.38
23-Oct-00 $30.94
20-Oct-00 $28.25
19-Oct-00 $29.56
Five Day Average $30.30
Number of Shares Purchased 125,233
Total Purchase Price $3,794,559.90
9
Schedule 3.2(c)
to
Preemptive Rights Stock Purchase Agreement
CAPITALIZATION
Part A
Total number of shares of all classes of stock: 30,930,000 (of which 500,000
shares shall be Class A Common Stock and 430,000 shares shall be Class B Common
Stock).
Part B
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ECD Issued and Outstanding Securities
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SECURITY AMOUNT
- --------------------------------------------------------------------
Class A Common Stock 219,913
Class B Common Stock 430,000
Common Stock 18,565,017
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19,214,930
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10
Schedule 3.2(d)
to
Preemptive Rights Stock Purchase Agreement
OPTIONS OR WARRANTS
Options Outstanding under plans satisfying Rule 16b-3 1,196,220
November 18, 1993 stock options pursuant to Stock Option
Agreements*, as amended, between ECD and S.R. Ovshinsky
and I.M. Ovshinsky (as of 9/30/00) 621,852
January 15, 1999 stock options pursuant to Stock Option
Agreement between Bob Stempel and ECD 300,000
1999 Private Placement warrants (expire 12/31/2000) 120,000
Nolan&McKay (formerly NK Holdings) warrants (Placement Agent
Warrants in connection with '96 Offering) 22,500
GE Warrants (in connection with Optical Media JV) 400,000
'98 Offering Warrants 1,750,000
JMS/Nolan Warrants to purchase one unit consisting of one
share of common and one warrant (Placement Agent Warrants
in connection with '98 Offering) 70,000
=========
4,480,572
=========
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* Under the terms of the Stock Option Agreement dated November 18, 1993, the
number of options granted to Mr. and Dr. Ovshinsky are adjustable pursuant to
certain changes in capitalization.
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