SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SIGA Technologies, Inc.
(Name of issuer)
Common Stock, par value $0.0001 per share
(Title of class of securities)
826917-10-6
(CUSIP number)
Barry F. Schwartz
35 East 62nd Street
New York, New York 10021
(212) 572-8600
(Name, address and telephone number of person
authorized to receive notices and communications)
August 13, 2003
(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 [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following pages)
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CUSIP No. 826917-10-6 13D Page 2 of 16 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Mafco Holdings Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 3,735,673
WITH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,735,673
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,735,673
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 826917-10-6 13D Page 3 of 16 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
MacAndrews & Forbes Holdings Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 3,735,673
WITH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,735,673
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,735,673
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
Item 1. Security and Issuer.
This statement relates to the shares of common stock, par
value $0.0001 per share ("Common Stock"), of SIGA Technologies, Inc., a
Delaware corporation (the "Company"). The Company has its principal executive
offices at 420 Lexington Avenue, Suite 601, New York, New York 10170.
Item 2. Identity and Background.
This statement is being filed by Mafco Holdings Inc., a
Delaware corporation ("Mafco"), and MacAndrews & Forbes Holdings Inc., a
Delaware corporation ("Holdings," and together with Mafco, the "Reporting
Persons") with respect to shares of Common Stock that may be beneficially
owned by the Reporting Persons. Mafco is a holding company whose sole
stockholder is Ronald O. Perelman. Holdings is a holding company and a direct
wholly owned subsidiary of Mafco.
The business address of the Reporting Persons is 35 East
62nd Street, New York, New York 10021.
Schedule I attached hereto sets forth certain additional
information with respect to each director and executive officer of the
Reporting Persons (the "Schedule I Persons") and is incorporated herein by
reference.
To the knowledge of the Reporting Persons, during the last
five years neither the Reporting Persons, any of the Schedule I Persons, nor
The Gittis Family Foundation, a charitable foundation, referred to in Item 5,
has been (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) was 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 violations with respect to
such laws.
Each of the Reporting Persons is a Delaware corporation. All
of the Schedule I Persons are citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
As more fully described in Item 4 below, pursuant to the
terms of the Purchase Agreement (as defined below), the Reporting Persons
acquired certain securities of the Company for an aggregate purchase price of
$983,500, which funds were obtained from cash on hand. Subject to the
conditions described in Item 4 below, up to an additional $8,851,500 in the
aggregate may be used by the Reporting Persons to purchase any or all of
certain additional securities of the Company, which funds the Reporting
Persons expect to obtain from cash on hand.
As more fully described in Item 6 below, pursuant to the
terms of the Assignment Letter Agreement (as defined below) and the Purchase
Agreement, Barry F. Schwartz, Executive Vice President and General Counsel of
Mafco and Holdings, and Todd J. Slotkin, Executive Vice President and Chief
Financial Officer of Mafco and Holdings, each acquired certain securities of
the Company for a purchase price of approximately $5,000, which funds were
obtained from personal funds. Subject to the conditions described in Item 6
below, up to an additional $45,000 may be used by each of Messrs. Schwartz and
Slotkin to purchase any or all of certain additional securities of the
Company, which funds each of Messrs. Schwartz and Slotkin expect to obtain
from personal funds.
Item 4. Purpose of Transaction.
On August 13, 2003, the Company and Holdings entered into a
Securities Purchase Agreement (the "Purchase Agreement") providing for the
acquisition by Holdings from the Company in a private placement of certain
Common Stock, warrants ("Warrants") to purchase Common Stock at an exercise
price of $2.00 per share and an option (the "Option") to purchase Common Stock
and Warrants. On the same date, Holdings entered into an Assignment Letter
Agreement (as defined below) pursuant to which Holdings assigned to certain of
its employees, including Messrs. Schwartz and Slotkin, in part, its rights to
purchase certain Common Stock, Warrants and a portion of the Option under the
Purchase Agreement. See Item 6. Pursuant to the Purchase Agreement, Holdings
acquired from the Company:
(i) (x) 682,986 shares of Common Stock at a price of
$1.44 per share and (y) a Warrant (the "Tranche A
Warrant"), for no additional consideration, to
purchase 341,493 shares of Common Stock; and
(ii) an Option (the "Tranche B Option") to purchase (x)
up to 6,146,875 shares of Common Stock (the
"Tranche B Shares") at an exercise price of $1.44
per share and (y) a Warrant (the "Tranche B
Warrant"), for no additional consideration, to
purchase a number of shares of Common Stock equal
to 50% of the number of Tranche B Shares,
for an aggregate purchase price of $983,500. The Warrants are exercisable for
seven years from the date of issuance and the Option expires on October 13,
2003.
The Common Stock is listed on The Nasdaq SmallCap Market.
The Option is exercisable without a vote of the Company's shareholders to the
extent that the aggregate number of shares of Common Stock which will have
been issued to the Reporting Persons or the Assignees (as defined below),
including upon exercise of the Option (or underlying any Warrants issued to
the Reporting Persons or Assignees, including upon exercise of the Option),
does not exceed the amount permitted to be issued without shareholder approval
pursuant to Nasdaq Marketplace Rule 4350 ("Rule 4350"). To the extent that
exercise of the Option would result in an issuance in excess of the amount
permitted under Rule 4350, such exercise is conditioned upon the approval of
the Company's shareholders required by Rule 4350.
The Purchase Agreement provides that in the event that
Holdings' aggregate investment in the Company under the Purchase Agreement is
$5,000,000 or more, the Company will use its reasonable best efforts to
appoint two individuals designated by Holdings to the Company's Board of
Directors and will amend the Company's by-laws to allow for such appointment.
In connection with the Purchase Agreement, the Company and
Holdings entered into a Registration Rights Agreement, dated as of August 13,
2003, pursuant to which the Company is required to file a "shelf" registration
statement covering the resale of certain shares of Common Stock held by
Holdings and certain of its transferees (a "Holder"). In addition, in certain
instances, the Holder has two "demand rights" to require the Company to file a
registration statement covering certain shares of Common Stock held by the
Holder, provided, among other conditions, the anticipated aggregate offering
price in each demand registration shall be at least $5,000,000. The Holder
also has unlimited "piggyback" registration rights with respect to certain
shares of Common Stock that it holds, subject to certain limitations. In
addition, in certain instances, the Holder has rights to demand registration
on Form S-3, provided, among other conditions, that the anticipated aggregate
offering price in each such registration shall be at least $500,000. The
Company has certain limited rights to postpone shelf registrations and demand
registrations for up to 45 days.
A copy of the Purchase Agreement is attached hereto as
Exhibit 2, a copy of the Tranche A Warrant is attached hereto as Exhibit 3,
the form of Tranche B Warrant is attached hereto as Exhibit 4 and a copy of
the Registration Rights Agreement is attached hereto as Exhibit 5. The
descriptions of the Purchase Agreement, the Tranche A Warrant, the Tranche B
Warrant and the Registration Rights Agreement are qualified in their entirety
by reference to the Purchase Agreement, the Tranche A Warrant, the form of
Tranche B Warrant and the Registration Rights Agreement, respectively.
The Reporting Persons and each of the Schedule I Persons
beneficially owning securities of the Company (the "Schedule I Beneficial
Owners") have acquired such securities in order to make an investment in the
Company. The Reporting Persons and each of the Schedule I Beneficial Owners
intend to monitor their investment in the Company with a view to determining
whether to increase or decrease their ownership in the Company, including
whether to exercise any option or warrant (including the Option and Warrants)
described herein. The Reporting Persons and each of the Schedule I Beneficial
Owners do not have any plans or proposals, other than those described in this
Schedule 13D, which relate to or would result in any of the actions or
transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons and each of the Schedule I Beneficial Owners reserve the
right to acquire or dispose of the Company's securities, or to formulate other
purposes, plans or proposals regarding the Company or its securities held by
the Reporting Persons or the Schedule I Beneficial Owners, as the case may be,
to the extent deemed advisable in light of general investment policies, market
conditions and other factors.
Item 5. Interest in Securities of the Issuer.
(a) - (b)
As of August 13, 2003, based upon information contained in
the Company's Quarterly Report on Form 10-QSB for the quarter ended June 30,
2003, there were 17,149,682 shares of Common Stock outstanding.
As a result of the transactions described in Item 4 and as
of the date thereof, the Reporting Persons may be deemed to share beneficial
ownership of 3,735,673 shares of Common Stock, representing approximately
19.0% of the Common Stock deemed to be outstanding as of August 13, 2003
(which includes certain shares of Common Stock deemed beneficially owned by
the Reporting Persons but not outstanding). The Reporting Persons hold
1,181,912 shares of Common Stock and may purchase without the approval of the
Company's shareholders up to 341,493 shares of Common Stock pursuant to the
Tranche A Warrant and an aggregate of up to approximately 2,212,268 shares of
Common Stock pursuant to the Tranche B Option. See Item 4. In the event that
the approval of the Company's shareholders described in Item 4 is obtained,
the Reporting Persons may be deemed to share beneficial ownership of up to an
aggregate of approximately 7,008,045 additional shares of Common Stock
pursuant to the Tranche B Option. The Reporting Persons have shared power to
vote and dispose of the shares of Common Stock that they own or would own upon
exercise of the Option and Warrants held by the Reporting Persons.
Based on documents publicly filed, Donald G. Drapkin, a
Director and Vice Chairman of Mafco and Holdings, may be deemed to
beneficially own 1,798,326 shares of Common Stock, representing 9.6% of the
Common Stock deemed to be outstanding as of August 13, 2003 (which includes
certain shares of Common Stock deemed beneficially owned by Mr. Drapkin but
not outstanding). Mr. Drapkin holds an aggregate of 295,000 shares of Common
Stock and may purchase up to an aggregate of approximately 1,503,326
additional shares of Common Stock pursuant to the Drapkin Warrants (as defined
below) and the Drapkin Options (as defined below). Based on documents publicly
filed, Mr. Drapkin has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of the shares of Common Stock that he
owns or would own upon exercise of the Drapkin Options and Drapkin Warrants.
Based on documents publicly filed, Howard Gittis, a Director
and Vice Chairman of Mafco and Holdings, may be deemed to beneficially own
1,005,902 shares of Common Stock, representing 5.8% of the Common Stock deemed
to be outstanding as of August 13, 2003 (which includes certain shares of
Common Stock deemed beneficially owned by Mr. Gittis but not outstanding). Mr.
Gittis holds an aggregate of 745,724 shares of Common Stock and may purchase
up to an aggregate of approximately 260,178 additional shares of Common Stock
pursuant to the Gittis Warrants (as defined below). Based on documents
publicly filed, Mr. Gittis has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of 973,652 of the shares of Common
Stock that he owns or would own upon exercise of the Gittis Warrants and has
shared power to vote and dispose of 32,250 shares of Common Stock that he
owns. The 32,250 shares of Common Stock which may be deemed beneficially owned
by Mr. Gittis over which he shares voting and dispositive power are held by
The Gittis Family Foundation, a charitable foundation. The business address of
the Gittis Family Foundation is The Gittis Family Foundation, c/o Howard
Gittis, 35 East 62nd Street, New York, New York 10021.
As a result of the transactions described in Item 6, as of
August 13, 2003, each of Messrs. Schwartz and Slotkin may be deemed to have
beneficial ownership of 16,454 shares of Common Stock, representing less than
0.1% of the Common Stock deemed to be outstanding (which includes certain
shares of Common Stock deemed beneficially owned by Messrs. Schwartz or
Slotkin, as applicable, but not outstanding). Each of Messrs. Schwartz and
Slotkin holds 3,472 shares of Common Stock and may purchase without the
approval of the Company's shareholders up to 1,736 shares of Common Stock
pursuant to the Assigned Tranche A Warrant (as defined below) and up to
approximately 11,246 shares of Common Stock pursuant to the Assigned Option
(as defined below). See Items 4 and 6. In the event that the approval of the
Company's shareholders described in Item 4 is obtained, each of Messrs.
Schwartz and Slotkin may be deemed to have beneficial ownership of up to
approximately 35,627 additional shares of Common Stock pursuant to the
Assigned Option. Each of Messrs. Schwartz and Slotkin have sole power to vote
and dispose of the shares of Common Stock that he owns or would own upon
exercise of the Option and Warrants described herein.
(c) On July 9, 2003, Holdings acquired 498,926 shares of
Common Stock at a purchase price of $1.70 per share in a privately negotiated
transaction.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
For a discussion of the Purchase Agreement, the Tranche A
Warrant, the Tranche B Warrant and the Registration Rights Agreement, see Item
4.
On August 13, 2003, Holdings assigned, in part, its rights
to purchase certain Common Stock and Warrants and a portion of the Option
under the Purchase Agreement to certain of its employees (the "Assignees"),
including Mr. Schwartz and Mr. Slotkin, pursuant to a Letter Agreement (the
"Assignment Letter Agreement"), by and among the Company, Holdings, and the
Assignees, dated August 13, 2003.
Pursuant to the Assignment Letter Agreement and the Purchase
Agreement, the Assignees acquired from the Company:
(i) (x) 11,458 shares of Common Stock and (y) Warrants,
for no additional consideration, to purchase 5,729
shares of Common Stock; and
(ii) an Option to purchase (x) up to 103,125 shares of
Common Stock at an exercise price of $1.44 per
share and (y) Warrants, for no additional
consideration, to purchase shares a number of
shares of Common Stock equal to 50% of the shares
of Common Stock described in (ii)(x),
for an aggregate purchase price of approximately $16,500.
Of the securities acquired by the Assignees as described
above, the Assignees that are executive officers of the Reporting Persons
(Messrs. Schwartz and Slotkin) each acquired:
(i) (x) 3,472 shares of Common Stock and (y) a Warrant
(an "Assigned Tranche A Warrant"), for no
additional consideration, to purchase 1,736 shares
of Common Stock; and
(ii) an Option (an "Assigned Option") to purchase (x) up
to 31,250 shares of Common Stock at an exercise
price of $1.44 per share and (y) a Warrant (the
"Assigned Tranche B Warrant"), for no additional
consideration, to purchase a number of shares of
Common Stock equal to 50% of the shares of Common
Stock described in (ii)(x),
for a purchase price of approximately $5,000.
Each Option assigned to the Assignees, including each
Assigned Option, is only exercisable upon exercise of the Tranche B Option and
only to the extent, on a pro-rata basis, of the exercise of the Tranche B
Option.
A copy of the Assignment Letter Agreement is attached hereto
as Exhibit 6, a copy of the Assigned Tranche A Warrant held by Mr. Schwartz is
attached hereto as Exhibit 7 and a copy of the Assigned Tranche A Warrant held
by Mr. Slotkin is attached hereto as Exhibit 8. The descriptions of the
Assignment Letter Agreement, the Assigned Tranche A Warrant held by Mr.
Schwartz, the Assigned Tranche A Warrant held by Mr. Slotkin and the Assigned
Tranche B Warrant are qualified in their entirety by reference to the
Assignment Letter Agreement, the Assigned Tranche A Warrant held by Mr.
Schwartz, the Assigned Tranche A Warrant held by Mr. Slotkin and the form of
Tranche B Warrant, respectively.
Mr. Drapkin holds a warrant (the "Investor Warrant"), to
purchase up to 347,826 shares of Common Stock at an exercise price of $3.4059
per share, and a warrant (the "September 2001 Investor Warrant," and, together
with the Investor Warrant, the "Drapkin Warrants"), to purchase up to 30,500
shares of Common Stock at an exercise price of $3.552 per share. The Drapkin
Warrants provide that, with certain limited exceptions, they are not
exercisable if, as a result of such exercise, the number of shares of Common
Stock beneficially owned by Mr. Drapkin and his affiliates (other than shares
of Common Stock which may be deemed beneficially owned through the ownership
of the unexercised portion of such securities) would exceed 9.99% of the
outstanding shares of Common Stock. The Company may require the Drapkin
Warrants to be exercised (subject to the same 9.99% limitation) if certain
conditions set forth in the Drapkin Warrants have been fulfilled. In addition,
Mr. Drapkin holds options (the "Drapkin Options") pursuant to the Company's
Amended and Restated 1996 Incentive and Non-Qualified Stock Option Plan, dated
August 15, 2001, to purchase 1,125,000 shares of Common Stock at an exercise
price of $2.50 per share.
A copy of the Investor Warrant is attached hereto as Exhibit
9 and the form of September 2001 Investor Warrant is attached hereto as
Exhibit 10. The descriptions of the Investor Warrant and the September 2001
Investor Warrant are qualified in their entirety by reference to the Investor
Warrant and the form of September 2001 Investor Warrant, respectively.
Mr. Gittis holds a warrant (the "2000 Gittis Warrant") to
purchase up to 226,087 shares of Common Stock at an exercise price of $3.4059
per share and a warrant (the "2001 Gittis Warrant," and, together with the
2000 Gittis Warrant, the "Gittis Warrants") to purchase up to 34,091 shares of
Common Stock at an exercise price of $3.552 per share. The Gittis Warrants
provide that, within certain limited exceptions, they are not exercisable if,
as a result of such exercise, the number of shares of Common Stock
beneficially owned by Mr. Gittis and his affiliates (other than shares of
Common Stock which may be deemed beneficially owned through the ownership of
the unexercised portion of such securities) would exceed 9.99% of the
outstanding shares of Common Stock. The Company may require the Gittis
Warrants to be exercised (subject to the same 9.99% limitation) if certain
conditions set forth in the Gittis Warrants have been fulfilled.
A copy of the 2000 Gittis Warrant is attached hereto as
Exhibit 11 and a copy of the 2001 Gittis Warrant is attached hereto as Exhibit
12. The descriptions of the 2000 Gittis Warrant and the 2001 Gittis Warrant
are qualified in their entirety by reference to the 2000 Gittis Warrant and
the 2001 Gittis Warrant, respectively.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Agreement of Joint Filing of Schedule 13D (filed
herewith).
Exhibit 2 Securities Purchase Agreement, by and between the
Company and Holdings, dated as of August 13, 2003
(incorporated by reference to Exhibit 10(fff) to the
Current Report on Form 8-K, filed by the Company on
August 18, 2003).
Exhibit 3 Tranche A Common Stock Purchase Warrant (filed
herewith).
Exhibit 4 Form of Tranche B Common Stock Purchase Warrant
(incorporated by reference to Exhibit 4(k) to the
Current Report on Form 8-K, filed by the Company on
August 18, 2003).
Exhibit 5 Registration Rights Agreement, between the Company
and Holdings, dated as of August 13, 2003
(incorporated by reference to Exhibit 4(l) to the
Current Report on Form 8-K, filed by the Company on
August 18, 2003).
Exhibit 6 Letter Agreement, by and among the Company,
Holdings and the Assignees, dated as of August 13,
2003 (filed herewith).
Exhibit 7 Tranche A Common Stock Purchase Warrant held by
Barry F. Schwartz (filed herewith).
Exhibit 8 Tranche A Common Stock Purchase Warrant held by Todd
J. Slotkin (filed herewith).
Exhibit 9 Common Stock Purchase Warrant to purchase 347,826
shares of Common Stock issued to Donald G. Drapkin,
dated as of January 31, 2003 (incorporated by
reference to Exhibit D to Amendment No. 2 to the
Schedule 13D, filed by Donald G. Drapkin on May 14,
2001).
Exhibit 10 Form of Common Stock Purchase Warrant to purchase
shares of Common Stock (incorporated by reference to
Exhibit R to Amendment No. 4 to the Schedule 13D,
filed by Donald G. Drapkin on October 3, 2001).
Exhibit 11 Common Stock Purchase Warrant to purchase 226,087
shares of Common Stock issued to Howard Gittis, as
amended, dated as of January 31, 2000 (filed
herewith).
Exhibit 12 Common Stock Purchase Warrant to purchase 34,091
shares of Common Stock issued to Howard Gittis,
dated as of August 31, 2001 (filed herewith).
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information in this statement is true, complete and
correct.
Dated: August 25, 2003
Mafco Holdings Inc.
MacAndrews & forbes holdings inc.
By: /s/ Barry F. Schwartz
__________________________________
Name: Barry F. Schwartz
Title: Executive Vice President
and General Counsel
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF MAFCO HOLDINGS INC. AND MACANDREWS & FORBES HOLDINGS INC.
The name, business address, present principal occupation or
employment, and the name, principal business and address of any corporation or
other organization in which such employment is conducted, of each of the
directors and executive officers of Mafco Holdings Inc. and MacAndrews &
Forbes Holdings Inc. are set forth below. If no business address is given, the
director's or officer's address is Mafco Holdings Inc., 35 East 62nd Street,
New York, New York 10021.
MAFCO HOLDINGS INC.
Name and Position
(if different from
Principal Occupation Present Principal Occupation or
or Employment) Employment and Address
-------------------- -------------------------------
Ronald O. Perelman Director, Chairman and Chief Executive Officer of Mafco
Holdings Inc.
Donald G. Drapkin Director and Vice Chairman of Mafco Holdings Inc.
Howard Gittis Director and Vice Chairman of Mafco Holdings Inc.
Barry F. Schwartz Executive Vice President and General Counsel of Mafco
Holdings Inc.
Todd J. Slotkin Executive Vice President and Chief Financial Officer of
Mafco Holdings Inc.
MACANDREWS & FORBES HOLDINGS INC.
Name and Position
(if different from Present Principal Occupation or
Principal Employment) Employment and Address
--------------------- -------------------------------
Ronald O. Perelman Director, Chairman and
Director, Chairman and Chief Executive Officer of
Chief Executive Officer Mafco Holdings Inc.
Donald G. Drapkin Director and Vice Chairman of Mafco Holdings Inc.
Director and Vice Chairman
Howard Gittis Director and Vice Chairman of Mafco
Director and Vice Chairman Holdings Inc.
Barry F. Schwartz Executive Vice President and
Executive Vice President and General Counsel of Mafco
General Counsel Holdings Inc.
Todd J. Slotkin Executive Vice President and
Executive Vice President Chief Financial Officer of
and Chief Financial Officer Mafco Holdings Inc.
Exhibit Index
Exhibit Document
------- --------
1 Agreement of Joint Filing of Schedule 13D (filed herewith).
2 Securities Purchase Agreement, by and between the Company
and Holdings, dated as of August 13, 2003 (incorporated by
reference to Exhibit 10(fff) to the Current Report on Form
8-K, filed by the Company on August 18, 2003).
3 Tranche A Common Stock Purchase Warrant (filed herewith).
4 Form of Tranche B Common Stock Purchase Warrant
(incorporated by reference to Exhibit 4(k) to the Current
Report on Form 8-K, filed by the Company on August 18,
2003).
5 Registration Rights Agreement, between the Company and
Holdings, dated as of August 13, 2003 (incorporated by
reference to Exhibit 4(l) to the Current Report on Form 8-K,
filed by the Company on August 18, 2003).
6 Letter Agreement, by and among the Company, Holdings and the
Assignees, dated as of August 13, 2003 (filed herewith).
7 Tranche A Common Stock Purchase Warrant held by Barry F.
Schwartz (filed herewith).
8 Tranche A Common Stock Purchase Warrant held by Todd J.
Slotkin (filed herewith).
9 Common Stock Purchase Warrant to purchase 347,826 shares of
Common Stock issued to Donald G. Drapkin, dated as of
January 31, 2003 (incorporated by reference to Exhibit D to
Amendment No. 2 to the Schedule 13D, filed by Donald G.
Drapkin on May 14, 2001).
10 Form of Common Stock Purchase Warrant to purchase shares of
Common Stock (incorporated by reference to Exhibit R to
Amendment No. 4 to the Schedule 13D, filed by Donald G.
Drapkin on October 3, 2001).
11 Common Stock Purchase Warrant to purchase 226,087 shares of
Common Stock issued to Howard Gittis, as amended, dated as
of January 31, 2000 (filed herewith).
12 Common Stock Purchase Warrant to purchase 34,091 shares of
Common Stock issued to Howard Gittis, dated as of August 31,
2001 (filed herewith).