A
DELAWARE CORPORATION
|
IRS
EMPLOYER ID NO. 74-2415696
|
Page
|
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Number
|
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PART
I - FINANCIAL INFORMATION
|
|||||
Item
1 -
|
Unaudited
Consolidated Financial Statements
|
||||
Consolidated
Balance Sheets as of October 31, 2005 (unaudited) and July 31,
2005
|
3
|
||||
Unaudited
Consolidated Statements of Operations for the Three Months Ended
October
31, 2005 and 2004
|
4
|
||||
Unaudited
Consolidated Statements of Cash Flows for the Three Months Ended
October
31, 2005 and 2004
|
5
|
||||
Notes
to the Unaudited Consolidated Financial Statements
|
6
|
||||
Item
2 -
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
10
|
|||
Item
3 -
|
Quantitative
and Qualitative Disclosures About Market Risk
|
17
|
|||
Item
4 -
|
Controls
and Procedures
|
17
|
PART
II - OTHER INFORMATION
|
||||
Item
1 - Legal Proceedings
|
18
|
|||
Item
1A - Risk Factors
|
19
|
|||
Item
2 - Unregistered Sales of Equity Securities and Use of
Proceeds
|
23
|
|||
Item
3 - Defaults upon Senior Securities
|
23
|
|||
Item
4 - Submission of Matters to a Vote of Security Holders
|
24
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|||
Item
5 - Other Information
|
24
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|||
Item
6 - Exhibits
|
24
|
|||
Signatures
|
26
|
|||
Index
to Exhibits
|
27
|
OCTOBER
31,
2005
|
JULY
31,
2005
|
||||||
(UNAUDITED)
|
|||||||
ASSETS | |||||||
Current
Assets:
|
|||||||
Cash
and equivalents, including restricted cash of $650 at
October 31, 2005 and July 31, 2005
|
$
|
15,920
|
$
|
15,861
|
|||
Short-term
investments
|
1,389
|
1,487
|
|||||
Accounts
receivable, net of allowance for doubtful accounts of $3 and $10
at
October 31, 2005 and July 31, 2005, respectively
|
694
|
471
|
|||||
Prepaid
expenses and other current assets
|
293
|
266
|
|||||
Total
Current Assets
|
18,296
|
18,085
|
|||||
|
|||||||
Property
and equipment, net
|
1,656
|
1,957
|
|||||
Intangible
assets, net
|
23
|
33
|
|||||
Other
assets
|
27
|
27
|
|||||
|
$
|
20,002
|
$
|
20,102
|
|||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current
Liabilities:
|
|||||||
Accounts
payable
|
$
|
3,170
|
$
|
1,856
|
|||
Accrued
compensation and benefits
|
527
|
590
|
|||||
Other
accrued liabilities
|
1,196
|
1,209
|
|||||
Notes
payable, current position
|
356
|
355
|
|||||
Deferred
revenue
|
568
|
517
|
|||||
Total
Current Liabilities
|
5,817
|
4,527
|
|||||
|
|||||||
Long-Term
Liabilities:
|
|||||||
Deferred
revenue
|
10
|
4
|
|||||
Other
long-term obligations
|
2,177
|
2,280
|
|||||
Total
Long-Term Liabilities
|
2,187
|
2,284
|
|||||
|
|||||||
Stockholders’
Equity:
|
|||||||
Preferred
stock, $.01 par value; 10,000 shares authorized; none
issued or outstanding
|
—
|
—
|
|||||
Common
stock, $.01 par value; 40,000 shares authorized; 26,970 and 26,967
shares
issued; 25,180 and 25,177 shares outstanding at October 31, 2005
and July
31, 2005, respectively
|
269
|
269
|
|||||
Treasury
stock at cost, 1,790 shares at October 31, 2005 and July
31, 2005
|
(4,815
|
)
|
(4,815
|
)
|
|||
Additional
paid-in capital
|
265,105
|
265,020
|
|||||
Accumulated
deficit
|
(248,581
|
)
|
(247,199
|
)
|
|||
Accumulated
other comprehensive income
|
20
|
16
|
|||||
Total
Stockholders’ Equity
|
11,998
|
13,291
|
|||||
|
$
|
20,002
|
$
|
20,102
|
FOR
THE THREE
MONTHS
ENDED
OCTOBER
31,
|
|||||||
2005
|
2004
|
||||||
(UNAUDITED)
|
|||||||
REVENUES:
|
|||||||
Intellectual
property licensing
|
$
|
2,916
|
$
|
5,923
|
|||
Software
& services
|
731
|
436
|
|||||
Total
Revenues
|
3,647
|
6,359
|
|||||
|
|||||||
COST
OF SALES:
|
|||||||
Intellectual
property licensing
|
2,087
|
2,928
|
|||||
Software
& services
|
194
|
205
|
|||||
Total
Cost of Sales
|
2,281
|
3,133
|
|||||
|
|||||||
GROSS
MARGIN
|
1,366
|
3,226
|
|||||
|
|||||||
OPERATING
EXPENSES:
|
|||||||
Selling,
general and administrative
|
2,683
|
2,569
|
|||||
Research
and development
|
131
|
69
|
|||||
Amortization
of intangible assets
|
10
|
12
|
|||||
Total
Operating Expenses
|
2,824
|
2,650
|
|||||
|
|||||||
(LOSS)
INCOME FROM OPERATIONS
|
(1,458
|
)
|
576
|
||||
|
|||||||
OTHER
INCOME AND (EXPENSES):
|
|||||||
Interest
income
|
98
|
68
|
|||||
Other
|
(17
|
)
|
(12
|
)
|
|||
Total
Other Income and (Expenses)
|
81
|
56
|
|||||
|
|||||||
(LOSS)
INCOME FROM CONTINUING OPERATIONS, BEFORE
INCOME TAXES
|
(1,377
|
)
|
632
|
||||
Provision
for income taxes
|
(5
|
)
|
(14
|
)
|
|||
(LOSS)
INCOME FROM CONTINUING OPERATIONS
|
(1,382
|
)
|
618
|
||||
Loss
from discontinued operations, net of income taxes
|
—
|
(230
|
)
|
||||
NET
(LOSS) INCOME
|
$
|
(1,382
|
)
|
$
|
388
|
||
|
|||||||
BASIC
AND DILUTED (LOSS) INCOME PER SHARE:
|
|||||||
(Loss)
income per share from continuing operations - basic and
diluted
|
$
|
(0.05
|
)
|
$
|
0.02
|
||
(Loss)
income per share from discontinued operations - basic and
diluted
|
$
|
0.00
|
$
|
0.00
|
|||
Net
(loss) income per share - basic and diluted
|
$
|
(0.05
|
)
|
$
|
0.02
|
||
WEIGHTED AVERAGE SHARE OUTSTANDING: | |||||||
Basic
|
25,178
|
24,893
|
|||||
Diluted
|
25,178
|
24,933
|
FOR
THE THREE
MONTHS
ENDED
OCTOBER
31,
|
|||||||
2005
|
2004
|
||||||
(UNAUDITED)
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|||||||
(Loss)
income from continuing operations
|
$
|
(1,382
|
)
|
$
|
618
|
||
Adjustments
to reconcile net (loss) income to net
cash (used in) provided by operations:
|
|||||||
Depreciation
and amortization
|
329
|
360
|
|||||
Amortization
of leasehold advance and lease impairment
|
(140
|
)
|
(146
|
)
|
|||
Provision
for doubtful accounts
|
3
|
—
|
|||||
Share-based
compensation
|
81
|
—
|
|||||
Foreign
currency translation gain
|
2
|
2
|
|||||
Gain
on sale/disposal of fixed assets
|
(6
|
)
|
—
|
||||
Changes
in operating assets and liabilities:
|
|||||||
Accounts
receivable
|
(258
|
)
|
39
|
||||
Prepaid
expenses and other current assets
|
(95
|
)
|
(173
|
)
|
|||
Accounts
payable
|
1,379
|
(324
|
)
|
||||
Accrued
expenses and other long-term obligations
|
(38
|
)
|
1
|
||||
Deferred
revenue
|
92
|
48
|
|||||
Net
cash (used in) provided by operating activities
|
(33
|
)
|
425
|
||||
|
|||||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|||||||
Net
sales of short-term investments
|
100
|
932
|
|||||
Net
purchases of property and equipment
|
(12
|
)
|
—
|
||||
Issuance
of notes receivable
|
—
|
(1
|
)
|
||||
Net
cash provided by investing activities
|
88
|
931
|
|||||
|
|||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|||||||
Net
proceeds from issuance of stock
|
4
|
39
|
|||||
Proceeds
from notes payable
|
95
|
112
|
|||||
Payments
on notes payable and capital leases
|
(95
|
)
|
(117
|
)
|
|||
Net
cash provided by financing activities
|
4
|
34
|
|||||
|
|||||||
CASH
FLOWS FROM DISCONTINUED OPERATIONS:
|
|||||||
Net
cash used in discontinued operations
|
—
|
(292
|
)
|
||||
Effect
of translation exchange rates on cash
|
—
|
8
|
|||||
Net
increase in cash and equivalents
|
59
|
1,106
|
|||||
Cash
and equivalents at beginning of period
|
15,861
|
19,051
|
|||||
Cash
and equivalents at end of period
|
$
|
15,920
|
$
|
20,157
|
Three
Months Ended
|
||||
October
31, 2004
|
||||
(Unaudited)
|
||||
Net
(loss) earnings
|
||||
Net
(loss) earnings as reported
|
$
|
388
|
||
Add:
Stock-based employee compensation expense included in reported
net (loss)
earnings, net of related tax effects
|
$
|
—
|
||
Deduct:
Stock-based employee compensation expense determined under fair
value-based method for all awards, net of related tax
effects
|
$
|
(177
|
)
|
|
Pro
forma
|
$
|
211
|
||
Basic
(loss) earnings per common share:
|
||||
As
reported
|
$
|
0.02
|
||
Pro
forma
|
$
|
0.01
|
||
Diluted
(loss) earnings per common share:
|
||||
As
reported
|
$
|
0.02
|
||
Pro
forma
|
$
|
0.01
|
Three
Months Ended
|
Three
Months Ended
|
|||||||
October
31, 2005
|
October
31, 2004
|
|||||||
Expected
volatility (based on historical data)
|
|
|
70.3
|
%
|
|
|
83.1
|
%
|
Expected
life in years
|
|
|
5.84
|
|
|
|
5.84
|
|
Risk-free
interest rate
|
|
|
4.29
|
%
|
|
|
3.58
|
%
|
Fair
value per award
|
|
$
|
1.18
|
|
|
$
|
0.92
|
|
Intellectual
|
|||||||||||||
Property
|
Software
&
|
||||||||||||
Licensing
|
Services
|
Corporate
|
Total
|
||||||||||
For
the Three Month Period Ending October 31, 2005
|
|||||||||||||
Revenues
from unaffiliated customers
|
$
|
2,916
|
$
|
731
|
$
|
—
|
$
|
3,647
|
|||||
Gross
margin
|
829
|
537
|
—
|
1,366
|
|||||||||
Operating
income (loss)
|
73
|
(364
|
)
|
(1,167
|
)
|
(1,458
|
)
|
||||||
For
the Three Month Period Ending October 31, 2004
|
|||||||||||||
Revenues
from unaffiliated customers
|
$
|
5,923
|
$
|
436
|
$
|
—
|
$
|
6,359
|
|||||
Gross
margin
|
2,995
|
231
|
—
|
3,226
|
|||||||||
Operating
income (loss)
|
2,256
|
(601
|
)
|
(1,079
|
)
|
576
|
ITEM
2.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
·
|
timing
of intellectual property license agreements and related recording
of
licensing revenues;
|
·
|
timing
and costs related to the ‘672 Litigation and the ‘746 Litigation;
|
·
|
market
demand for the Company’s software products and
services;
|
·
|
timing
of customers’ budget cycles;
|
·
|
timing
of customer orders and deployment of Forgent’s software products and
services;
|
·
|
the
mix of software license and services
revenue;
|
·
|
seasonal
fluctuations in capital spending;
|
·
|
changes
in the rapidly evolving market for web-based
applications;
|
·
|
management’s
ability to manage operating costs, a large portion of which are relatively
fixed in advance of any particular quarter;
|
·
|
timing
and costs related to possible acquisitions of technology or
businesses;
|
·
|
costs
of attracting, retaining and training skilled
personnel;
|
·
|
management’s
ability to manage future growth;
and
|
·
|
general
economic climate.
|
FOR
THE THREE
MONTHS
ENDED
OCTOBER
31,
|
|||
2005
|
2004
|
||
Intellectual
property licensing revenues
|
80%
|
93%
|
|
Software
and services revenues
|
20
|
7
|
|
Gross
margin
|
37
|
51
|
|
Selling,
general and administrative
|
73
|
40
|
|
Research
and development
|
4
|
1
|
|
Total
operating expenses
|
77
|
42
|
|
Other
income, net
|
2
|
1
|
|
Net
(loss) income
|
(38%)
|
6%
|
Payments
Due By Period
|
||||||||||||||||
(in
thousands)
|
||||||||||||||||
Total
|
Less
than
1
year
|
1
- 3 years
|
3-
5 years
|
More
than
5
years
|
||||||||||||
Operating
lease obligations
|
$
|
24,992
|
$
|
3,842
|
$
|
6,734
|
$
|
6,615
|
$
|
7,801
|
||||||
Notes
payable obligations
|
696
|
387
|
309
|
—
|
—
|
|||||||||||
Total
|
$
|
25,688
|
$
|
4,229
|
$
|
7,043
|
$
|
6,615
|
$
|
7,801
|
· |
timing
of intellectual property license agreements and related recording
of
licensing revenues;
|
· |
timing
and costs related to the ‘672 Litigation and the ‘746 Litigation;
|
· |
market
demand for the Company’s software products and
services;
|
· |
timing
of customers’ budget cycles;
|
· |
timing
of customer orders and deployment of Forgent’s software products and
services;
|
· |
the
mix of software license and services
revenue;
|
· |
seasonal
fluctuations in capital spending;
|
· |
changes
in the rapidly evolving market for web-based
applications;
|
· |
management’s
ability to manage operating costs, a large portion of which are
relatively
fixed in advance of any particular quarter;
|
· |
timing
and costs related to possible acquisitions of technology or
businesses;
|
· |
costs
of attracting, retaining and training skilled
personnel;
|
· |
management’s
ability to manage future growth;
and
|
· |
general
economic climate.
|
1.
|
Proposal
to elect six directors to the board of directors to hold office until
the
next annual meeting of stockholders or until their respective successors
are duly elected and qualified. The stockholders approved the proposal
by
the following vote:
|
Nominees
|
For
|
Withheld
|
Richard
N. Snyder
|
17,948,000
|
5,501,393
|
Richard
J. Agnich
|
19,279,740
|
4,169,653
|
Kathleen
A. Cote
|
19,288,230
|
4,161,163
|
Lou
Mazzucchelli
|
19,284,540
|
4,164,853
|
Ray
R. Miles
|
18,821,556
|
4,627,837
|
James
H. Wells
|
19,289,280
|
4,160,113
|
2.
|
Proposal
to ratify the Audit Committee’s appointment of Ernst & Young LLP,
independent accountants, as the Company’s independent auditors for the
year ending July 31, 2005. The stockholders approved the proposal
by the
following vote:
|
For
|
Against
|
Abstain
|
22,708,977
|
693,222
|
47,194
|
3.
|
Proposal
to consider and act upon a proposal to approve an amendment to the
Company’s 1992 Director Stock Option Plan to increase the number of shares
of the Company’s common stock issuable under the 1992 Director Stock
Option Plan upon the exercise of stock options granted pursuant to
the
1992 Director Stock Option Plan from 250,000 to 500,000. The stockholders
did not approve the proposal by the following
vote:
|
For
|
Against
|
Abstain
|
4,339,921
|
5,456,981
|
63,906
|
4.
|
Proposal
to transact such other business as may properly come before the meeting
or
any adjournment thereof. The stockholders approved the proposal by
the
following vote:
|
For
|
Against
|
Abstain
|
17,157,687
|
6,116,898
|
174,808
|
Exhibits:
|
||
3.1
|
Restated
Certificate of Incorporation (incorporated by reference to Exhibit
3.1 to
the Company’s quarterly report on Form 10-Q for the three months ended
October 31, 2004).
|
|
3.2
|
Restated
Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s
quarterly report on Form 10-Q for the three months ended October
31,
2004).
|
|
4.1
|
Specimen
Certificate for the Common Stock (incorporated by reference to Exhibit
4.1
to the Company's Registration Statement on Form S-1, File No. 33-45876,
as
amended).
|
|
4.2
|
Rights
Agreement dated as of July 10, 1996 between VTEL Corporation and
First
National Bank of Boston, which includes the form of Certificate of
Designations for Designating Series A Preferred Stock, $.01 par value,
the
form of Rights Certificate, and the Summary of Rights to Purchase
Series A
Preferred Stock (incorporated by reference to Exhibit 4.1 to the
Company's
Current Report on Form 8-K dated July 10, 1996).
|
|
10.31
|
Legal
Services Fee Agreement, effective October 26, 2005, by and among
Forgent
Networks, Inc., Compression Labs, Inc. and Susman Godfrey LLP
(incorporated by reference to Exhibit 10.31 of the Company’s annual report
on Form 10-K for the year ended July 31, 2005).
|
|
31.1
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
31.2
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
32.1
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002.
|
|
32.2
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002.
|
FORGENT NETWORKS, INC. | ||
|
|
|
December
14, 2005
|
By: | /s/ RICHARD N. SNYDER |
Richard N. Snyder |
||
Chief Executive Officer |
December
14, 2005
|
By: | /s/ JAY C. PETERSON |
Jay C. Peterson |
||
Chief
Financial Officer
|
EXHIBIT
NUMBER
|
DESCRIPTION
|
3.1
|
Restated
Certificate of Incorporation (incorporated by reference to Exhibit
3.1 to
the Company’s quarterly report on Form 10-Q for the three months ended
October 31, 2004).
|
3.2
|
Restated
Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s
quarterly report on Form 10-Q for the three months ended October
31,
2004).
|
4.1
|
Specimen
Certificate for the Common Stock (incorporated by reference to Exhibit
4.1
to the Company's Registration Statement on Form S-1, File No. 33-45876,
as
amended).
|
4.2
|
Rights
Agreement dated as of July 10, 1996 between VTEL Corporation and
First
National Bank of Boston, which includes the form of Certificate of
Designations for Designating Series A Preferred Stock, $.01 par value,
the
form of Rights Certificate, and the Summary of Rights to Purchase
Series A
Preferred Stock (incorporated by reference to Exhibit 4.1 to the
Company's
Current Report on Form 8-K dated July 10, 1996).
|
10.31
|
Legal
Services Fee Agreement, effective October 26, 2005, by and among
Forgent
Networks, Inc., Compression Labs, Inc. and Susman Godfrey LLP
(incorporated by reference to Exhibit 10.31 of the Company’s annual report
on Form 10-K for the year ended July 31, 2005).
|
31.1
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
31.2
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
32.1
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002.
|
32.2
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002.
|
1.
|
I
have reviewed this quarterly report on Form 10-Q of the Company
(the
"Report");
|
2.
|
Based
on my knowledge, the Report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such
statements
were made, not misleading with respect to the period covered by
the
Report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial
information
included in the Report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
Company
as of, and for, the periods presented in the
Report;
|
4.
|
The
Company's other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined
in Exchange
Act Rules 13a-15(e) and 15d-15(e)) for the Company and we
have:
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the Company, including its
consolidated subsidiaries, is made known to us by others within
these
entities, particularly during the period in which the Report is
being
prepared;
|
(b)
|
Evaluated
the effectiveness of the Company's disclosure controls and procedures
and
presented in the Report our conclusions about the effectiveness
of the
disclosure controls and procedures, as of the end of the period
covered by
the Report based on such evaluation; and
|
(c)
|
Disclosed
in the Report any change in the Company's internal control over
financial
reporting that occurred during the Company's most recent fiscal
quarter
(the quarter ended October 31, 2005) that has materially affected,
or is
reasonably likely to materially affect, the Company's internal
control
over financial reporting; and
|
5.
|
The
Company's other certifying officer and I have disclosed, based
on our most
recent evaluation of internal control over financial reporting,
to the
Company's auditors and to the Audit Committee of the Board of Directors:
|
(a)
|
All
significant deficiencies or material weaknesses in the design or
operation
of internal control over financial reporting which are reasonably
likely
to adversely affect the Company's ability to record, process, summarize
and report financial information; and
|
(b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal
control
over financial reporting.
|
1.
|
I
have reviewed this quarterly report on Form 10-Q of the Company
(the
"Report");
|
2.
|
Based
on my knowledge, the Report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such
statements
were made, not misleading with respect to the period covered by
the
Report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial
information
included in the Report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
Company
as of, and for, the periods presented in the
Report;
|
4.
|
The
Company's other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined
in Exchange
Act Rules 13a-15(e) and 15d-15(e)) for the Company and we
have:
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the Company, including its
consolidated subsidiaries, is made known to us by others within
these
entities, particularly during the period in which the Report is
being
prepared;
|
(b)
|
Evaluated
the effectiveness of the Company's disclosure controls and procedures
and
presented in the Report our conclusions about the effectiveness
of the
disclosure controls and procedures, as of the end of the period
covered by
the Report based on such evaluation; and
|
(c)
|
Disclosed
in the Report any change in the Company's internal control over
financial
reporting that occurred during the Company's most recent fiscal
quarter
(the quarter ended October 31, 2005) that has materially affected,
or is
reasonably likely to materially affect, the Company's internal
control
over financial reporting; and
|
5.
|
The
Company's other certifying officer and I have disclosed, based
on our most
recent evaluation of internal control over financial reporting,
to the
Company's auditors and to the Audit Committee of the Board of Directors:
|
(a)
|
All
significant deficiencies or material weaknesses in the design or
operation
of internal control over financial reporting which are reasonably
likely
to adversely affect the Company's ability to record, process, summarize
and report financial information; and
|
(b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal
control
over financial reporting.
|
1.
|
The
quarterly report on Form 10-Q of the Company for the period ended
October
31, 2005 (the "Report") fully complies with the requirements of
section
13(a) or 15(d) of the Securities Exchange Act of 1934 as amended,
and
|
2.
|
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of
the
Company.
|
1.
|
The
quarterly report on Form 10-Q of the Company for the period ended
October
31, 2005 (the "Report") fully complies with the requirements of
section
13(a) or 15(d) of the Securities Exchange Act of 1934 as amended,
and
|
2.
|
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of
the
Company.
|