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3� ;y 200209214 have been duly authorized and validly issued and are fogy paid and non- assessable. All shares of Parent Stock when issued in the Merger. will be duly authorized and validly issued and will be fully paid and non- assessable. Sta_ttoN 6.06. SEC Filings. (a) Parent has famished to the Company (if Paean's Annual Reports on Form 10-K for its fiscal years ended May 31, 2000. 1999 and 1998, (d) its Quarterly Report on Form lo•Q for its fiscal quarter ended August 31, 2000, (tai) its proxy or information statements relating to meetings of, or actions taken without a meeting by, Patent's shareholders held since May 31. 2000. and (iv) all of its other reports, casements, schedules and registration statements filed with the SEC since May 31, 2000 and through the due of this Agreement Patent has filed all required reports, schedules forms. statements and other documents with the SEC since Jun 1, 1998 (collectively, the "Parent SEC Documents "). (b) As of the filing data (or, if amended, as of the date of the Ian such amendment) each Parent SEC Document complied a to form in all mama respects; with the applicable requirements of the 1933 Am and the 1934 Act as applicable. (c) As of its filing date for if amended, u of the dine of the last such amendmem). each Parent SEC Document filed pursuant in the 1934 Ace did not, and each such Parent SEC Document filed subsequent in the date hereof will not, contain my untrue statement of a material fact or omit m state a material fact necessary in order to else the statements made therein, in the light of the circumYan:a under which they were made, our misleading. (d) Each Patent SEC Document thin a a registration statement as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such cerement or amendment became effective, did am contain my muue statement of a material fact or omit to state a -,said fact necessary in order to make the statements made therein, in the fight of the circumuncas under which they were made, not misleading. SECrtoN 6.07. Parer Financid Smar#riems. The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included in the Parent SEC Documents fairly present in all material respects, in conformity with GAAP applied our a consistent basis (except as very be indicated in the notes thereto), the consolidated financial position of Parent and is consolidated Subsidiaries as of the dates thereof ad their consolidated statements of income. stocldtoldm' equity and cash Sows for the periods then ended (subject to normal yearK d adjustments in the case of my unedited interim financial statements). SECnoN 6.08. Disclamre Docsoeents. (a) Each document requited to be filed by Mager Subsidiary and Parent with the SEC in connection with the transactions contemplated by this Agreement (the "Parent Disclosure Documents "), including, without limitsiao, the Offer Documents and the reguarauon statement of Parent ( the "Form S-4 ") to be filed with the SEC in connection with the issuance of Peen Stock pursuant m this Agreement and my amendments or supplements theme, will, when Bled, comply as m form m all material respects with the appgcable requirements of the 1933 Ace and the 1934 Act (b) Each Pam Disclasme Document a the time of the filing thereof mud a the time of my distribution or dissemination thereof (or my supplement or amendment therew) and, in the case of the Offer Documents, at the rime of consummation of the Offer and. in the caste of the Form S-4, at the Effective Tune, will not contain my mane statement of a oaterial fact or omit to sate a --serial fact necessary in order to make the statements made thereat in the light of the circumstances undo which they were made. not misleading. The mprerentations ad warranties contained in this Section 6.08(b) will nor apply to statements included in or omissions from the Parent Disclosure Documents based upon information furnished to Poem in writing by the Company specifically for use therein. (c) The information with respect to Poem or my of its Subsidiaries or Affiliates that Patent furnishes m the Company in witting specifically for use in my Company Disclosure Document will not Cooaim my nouns statement of a material fact or omit to see a material fact necessary in order in make she statGmCna made A -22