To: Jon Stept who wrote (33 ) 12/3/1999 11:28:00 AM From: Sir Auric Goldfinger Respond to of 42
From UTCC's S-3 filed 9/28/99 re CEO Luca Giussani & CRIMinal proceedings: "LEGAL PROCEEDINGS INVOLVING OUR CHIEF EXECUTIVE OFFICER. Mr. Luca Giussani, our chief executive officer, was the subject of a criminal proceeding in Italy under Italian law. This proceeding was part of a series of indictments issued against numerous people. Specifically, about May 1996, Mr. Giussani was charged with transmitting an invoice in 1991 to a corporation for consulting services which it is alleged he did not perform. It was alleged that the invoice was used to disguise an unlawful political contribution made by that corporation. Mr. Giussani was not charged with making an unlawful political contribution. Rather, it was alleged that through the use of this invoice, Mr. Giussani facilitated the corporation's falsification of corporate records to disguise the contribution. Mr. Giussani consistently denied any improper conduct in connection with this matter and believed that he would ultimately be vindicated. In October 1997, the trial judge dismissed the claim against Mr. Giussani for lack of evidence and on February 19, 1999, the investigating magistrates decided not to refile charges against Mr. Giussani having determined that he had not committed improper conduct. There is currently no criminal proceeding pending against Mr. Giussani. WE MAY FACE AN INCREASED RISK OF VIOLATING THE FOREIGN CORRUPT PRACTICES ACT AS WE FOCUS ON EMERGING MARKETS. We must comply with the Foreign Corrupt Practices Act ("FCPA"). The FCPA generally prohibits U.S. companies and their intermediaries from bribing foreign officials for the purpose of obtaining or keeping business. We may be exposed to liability under the FCPA as a result of past or future actions taken without our knowledge by agents, strategic partners or other intermediaries. Violations of the FCPA may also call into question the credibility and integrity of our financial reporting systems. Our focus on certain emerging markets may tend to increase this risk. Liability under the FCPA could have a material adverse effect on our business, financial condition and results of operation.