we are exempt from the NASDAQ listing requirements with respect to having a majority of the members of the board of directors be independent; having our Compensation Committee and Nominating and Corporate Governance Committee be composed solely of independent directors; the compensation of ow executive officers determined

e registration statement of which this prospectus forms a part, we will establish a compensation committee of the board of directors. The members of our Compensation Committee will be Messrs. Weiss and Kerr. Mr. Weiss will serve as chairman of the compensation committee. We will adopt a compensation committee charter, whi

entially have an adverse impact on our prior independence determinations. Compensation Committee interlocks and insider participation No member of our Compensation Committee is or has been one of our officers or employees, and none has any relationships with us of the type that is required to be disclosed under Item 404