We cannot be certain that other measures taken to protect our intellectual property will be effective.

        We rely upon trade secreton our patents and license agreements to protect our right to produce and sell our proprietary technologies. However, we cannot assure you that these patents and licenses will always provide us with meaningful protection copyright and trademark laws, non-disclosure agreements and other contractual provisions for somefrom competitors. Even if a competitor's product infringes one of our confidentialpatents, it will be costly and proprietary informationtime consuming to enforce the patent in court, and there can be no assurance that is not subject matter for which patent protection is being sought. Such measures, however, may not provide adequate protection for our trade secrets or other proprietary information. If theysuch an action will be successful. In addition, many foreign countries do not protect our rights, third parties could use our technologypatents and our ability to compete in the market would be reduced. While we require employees, academic collaborators and consultants to enter into confidentiality agreements and/or intellectual property assignments where appropriate, any of the following could still occur:

•

proprietary information could be disclosed or others may gain access to such information;



•

others may independently develop substantially equivalent proprietary information and techniques;



•

we may not have adequate remedies for any breach; or



•

we may not be able to meaningfully protect our trade secrets.

We are dependent upon our licensed technologies and may need to obtain additional licenses in the future to offer our products and remain competitive.

    We have acquired or licensed key components of our technologies from third parties. If these agreements were to terminate prematurely or if we breach the terms of any licenses or otherwise fail to maintain our rights to such technology, we may lose the right to manufacture or sell our products. In addition, we may need to obtain licenses to additional technologies in the future in order to keep our

9

products competitive. If we fail to license or otherwise acquire necessary technologies, we may not be able to develop new products that we need to remain competitive.

The protection of intellectual property in foreign countries is uncertain.

    We have sold approximately 50% of our WAVE Systems to customers located outside the U.S. The patent and other intellectual property laws of some foreign countries may not protect our intellectual property rights to the same extent as U.S. laws. Wethe United States. Therefore, we may need to bring proceedings to defendencounter difficulties in protecting our patent rights or to determine the validity of our competitors' foreign patents. These proceedings could result in substantial cost and diversion of our efforts. Finally, some of our patent protection in the U.S. is not available to uspatented technology in foreign countries duewhere we market our products. With respect to the laws of those countries.

Our products could infringe on the intellectual property rights of others which could require us to pay substantial royalties.

    There are a significant number of U.S. and foreign patents and patent applications submitted for technologies in, or related to, our area of business. As a result, any application or exploitation of our technology could infringe patents or proprietary rights of others and any licenses that we might need as a result of such infringement might nothave pursuant to license agreements, we cannot assure you that in all cases the licensors will be availablewilling to continue to grant us on commercially reasonable terms,these licenses or, if at all. This may lead others to assert patent infringement or other intellectual property claims against us. We may have to pay substantial damages, including treble damages, for past infringement if it is ultimately determined that our products infringe on another party's intellectual property rights. We could also be prohibited from selling our products before we obtain a license, which, if available at all, may require us to pay substantial royalties. Even if a claim is without merit, defending a lawsuit takes significant time, may be expensive and may divert management attention from other business concerns.

We depend on attracting and retaining key employees.

    Wethey are highly dependent on the principal members of our management staff and research and development group, including Collin J. D'Silva, our Chief Executive Officer. We have entered into employment agreements with Mr. D'Silva and some, but not all, of our other key employees. The loss of services of any of these individuals could seriously harm our product development and commercialization efforts for our new life sciences products. Our future success will also depend on our ability to attract, hire and retain additional personnel, including sales and marketing personnel, technical support and customer service staff and application scientists. There is intense competition for qualified personnel in our industry, especially for experienced personnel in the areas of chemistry and molecular biology, software and electrical engineering, manufacturing and marketing, and there can be no assurancecontinued, that we will be able to continueobtain favorable licensing and/or royalty terms. In addition to attractpatents and retain such personnel. Failurelicenses, we rely on unpatented trade secrets that we seek to attract and retain key personnel could reduceprotect with confidentiality agreements. However, if these agreements are breached, or if our abilitytrade secrets become known or are developed independently, we may not be able to continue developmentadequately protect these trade secrets. Finally, we cannot be certain that our products or processes will not be found to infringe on the patents or other intellectual property rights of our DNA separation and analysis technology and to successfully market our products.

We will need to effectively manage our growth ifothers. If we are found to successfully implement our strategy.

    The numberbe infringing on other's intellectual property rights, we may not be able to obtain a license from the owner of employees and scope of our business operations are expected to grow as we continue the commercialization of our WAVE System. This growth may place a strainintellectual property on our management and operations. Our ability to manage our growth will depend on the ability of our officers and key employees to continue to implement and improve our operational, management information and financial control systems and to expand, train and manage our work force both in the U.S. and abroad. We may be required to open non-U.S. offices in addition to our current U.K., Japan and satellite European offices, which could result in additional burdens on our systems and resources. Our inability to manage our growth effectively could affect our ability to pursue business opportunities and expand our business.

10

Our failure to comply with any applicable government regulationscommercially reasonable terms or otherwise respond to claims relating to improper handling, storage or disposal of hazardous chemicals which we use may adversely affect our results of operations.

    Our research and development and manufacturing activities involve the controlled use of hazardous materials and chemicals, including acetonitrile. We are subject to federal, state and local laws and regulations governing the use, storage, handling and disposal of hazardous materials and waste products. If we fail to comply with applicable laws or regulations, we could be required to pay penalties or be held liable for any damages that result and this liability could exceed our financial resources. We cannot assure you that accidental contamination or injury will not occur. Any such accident could damage our research and manufacturing facilities and operations, resulting in delays and increased costs.at all.

FORWARD-LOOKING STATEMENTSUSE OF PROCEEDS

        We have made forward-looking statements inwill not receive any proceeds from the sale of the shares of common stock offered by this prospectus andProspectus. We received net proceeds of approximately $4.2 million pursuant to the documents that are incorporatedSecurities Purchase Agreement entered into this prospectus by reference, see "Incorporation of Certain Documents by Reference".with the selling stockholders. These statements are subject to risks and uncertainties. Many of these forward-looking statements refer to our plans, objectives, expectations and intentions, as well as our future financial results. You can identify these forward-looking statements by forward-looking words such as "expects," "anticipates," "intends," "plans," "may," "will," "believes," "seeks," "estimates" and similar expressions. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause our actual results to differ materially from those expressed or implied by these forward-looking statements, including our plans, objectives, expectations and intentions and other factors discussed under "Risks Related to Our Business" and other factors identified by cautionary languageproceeds will be used elsewhere in this prospectus and the incorporated documents.

11

for working capital purposes.

SELLING STOCKHOLDERS

        The shares offered by this Prospectus may be sold from time to time by the selling stockholders named in the following table shows thetable. The number of shares beneficially owned by each of thethese selling stockholders. This prospectus also relatesstockholders are offering under this Prospectus will be adjusted to reflect any additional shares of common stock which may become issuable to the selling stockholders by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration and which results in an increase in the number of our outstanding shares of common stock.

        The following table also sets forth the total number of shares offeredof our common stock beneficially owned by this prospectus may be offered from time to time by the selling stockholders. A total of 294,522 shares issued in connection with the acquisition of Annovis, Inc. will be held in escrow until May 29, 2002. Such shares may not be sold until they are released from escrow.

    A numbereach of the selling stockholders are non-officer employeesand the percentage of Transgenomic. No otherour total outstanding shares of common stock that each selling stockholder holds any position or office with Transgenomic or has any other material relationship with us.

beneficially owns. Percentage ownership is based on the 23,186,90128,008,839 shares of our common stock outstanding as of August 24, 2001.the date of this Prospectus. For purposes of computing the percentage of outstanding shares held by each person or group of persons named below,selling stockholder, any security which such person or group of personscommon stock that a selling stockholder has thea right to acquire, pursuant to an option, warrant or other agreement, within 60 days isof the date of this Prospectus has been deemed to be outstanding for the purpose of

7

computing the percentage ownership for such person or persons, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The estimate of shares owned after this offering assumes that all shares offered by the prospectusProspectus are sold. These estimates may prove to be inaccurate because the selling stockholders may offer all or some of their shares and because there currently are no agreements, arrangements or understandings with respect to the sale of any of the shares.

12

13

14

*

less than 1%

158

PLAN OF DISTRIBUTION

        The selling stockholders or their donees or pledgees may sell their shares of our common stock from time to time. The selling stockholders will act independently of us in making decisions regarding the timing, manner and size of each sale. The sales may be made on the Nasdaq National Market, or in the over-the-counter market or otherwise, at prices and at terms then prevailing or at prices related to the then current market price, or in negotiated transactions. The last reported sale price of our common stock on August 27, 2003 was $1.14 per share. The selling stockholders may effect such transactions by selling the shares to or through broker-dealers. The shares may be sold by one or more of, or a combination of, the following:

•

a block trade in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction,



•

purchases by a broker-dealer as principal and resale by such broker-dealer for its account under this prospectus,



•

an exchange distribution in accordance with the rules of such exchange,



•

ordinary brokerage transactions and transactions in which the broker solicits purchasers, and



•

in privately negotiated transactions.

        To the extent required, this prospectusProspectus may be amended or supplemented from time to time to describe a specific plan of distribution. In effecting sales, broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in the resales. The selling stockholders may enter into hedging transactions with broker-dealers in connection with distributions of the shares or otherwise. In these transactions, broker-dealers may engage in short sales of the shares in the course of hedging the positions they assume with selling stockholders. The selling stockholders also may sell shares short and redeliver the shares to close out such short positions. The selling stockholders may enter into option or other transactions with broker-dealers which require the delivery to the broker-dealer of the shares. The broker-dealer may then resell or otherwise transfer such shares under this prospectus. The selling stockholders also may lend or pledge their shares to a broker-dealer. The broker-dealer may sell the shares so lent, or upon a default the broker-dealer may sell the pledged shares under this prospectus.Prospectus.

        Broker-dealers or agents may receive compensation in the form of commissions, discounts or concessions from selling stockholders. Broker-dealers or agents may also receive compensation from the purchasers of the shares for whom they act as agents or to whom they sell as principals, or both. Compensation as to a particular broker-dealer might be in excess of customary commissions and will be in amounts to be negotiated in connection with the sale. Broker-dealers or agents and any other participating broker-dealers or the selling stockholders may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act of 1933 (the "Securities Act") in connection with sales of the shares. Accordingly, any such commission, discount or concession received by them and any profit on the resale of the shares purchased by them may be deemed to be underwriting discounts or commissions under the Securities Act. Because selling stockholders may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act, the selling stockholders will be subject to the prospectus delivery requirements of the Securities Act. In addition, any securities covered by this prospectusProspectus which qualify for sale under Rule 144 promulgated under the Securities Act may be sold under Rule 144 rather than under this prospectus.Prospectus. The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their securities. There is no underwriter or coordinating broker acting in connection with the proposed sale of shares by the selling stockholders.

9

        The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states the shares may not be sold unless they

16

have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

        Under applicable rules and regulations under the Securities Exchange Act of 1934 (the "Exchange Act"), any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of such distribution. In addition, each selling stockholder will be subject to applicable provisions of the Exchange Act and the associated rules and regulations under the Exchange Act, including Regulation M, which provisions may limit the timing of purchases and sales of shares of our common stock by the selling stockholders. We will make copies of this prospectusProspectus available to the selling stockholders and have informed them of the need to deliver copies of this prospectusProspectus to purchasers at or prior to the time of any sale of the shares.

        We will file a supplement to this prospectus,Prospectus, if required, to comply with Rule 424(b) under the Securities Act upon being notified by a selling stockholder that any material arrangements have been entered into with a broker-dealer for the sale of shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer. Such supplement will disclose:

•

the name of each such selling stockholder and of the participating broker-dealer(s),



•

the number of shares involved,



•

the price at which such shares were sold,



•

the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable,



•

that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and



•

other facts material to the transaction.

        In addition, upon being notified by a selling stockholder that a donee or pledgee intends to sell more than 500 shares, we will file a supplement to this prospectus.Prospectus.

        We will bear all costs, expenses and fees in connection with the registration of the shares. We agreed to indemnify and hold the selling stockholders harmless against certain liabilities under the Securities Act that could arise in connection with the sale by the selling stockholders of the shares. The selling stockholders will bear all commissions and discounts, if any, attributable to the sales of the shares. The selling stockholders may agree to indemnify any broker-dealer or agent that participates in transactions involving sales of the shares against certain liabilities, including liabilities arising under the Securities Act.

LEGAL MATTERS

    The validity of the common stock offered by this prospectus will be passed upon for us by Kutak Rock LLP, Omaha, Nebraska.

EXPERTS

        The financial statements as of December 31, 2002 and 2001 and for each of the three years in the period ended December 31, 2002 incorporated in this prospectusProspectus by reference from the Company'sour Annual Report on Form 10-K for the year ended December 31, 20002002 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report (which report expresses an unqualified opinion and includes an explanatory paragraph relating to our change in method of accounting for goodwill and other intangible assets in connection with the adoption of Statement of Financial Accounting Standards No. 142,Goodwill and Other Intangible Assets, in 2002 and our receipt of a commitment letter for a new revolving credit agreement on March 31, 2003), which is incorporated herein by reference, and has

10

been so incorporated, in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

17

        The validity of the common stock offered by this Prospectus has been passed upon for us by Kutak Rock LLP, Omaha, Nebraska.

WHERE YOU CAN FIND MORE INFORMATION

        We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission.Commission (the "SEC"). You may read and copy the materials we file at the Commission'sSEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549, andas well as at the followingSEC's regional offices of the Commission: Seven World Trade Center, Room 1400, New York, New York 10048 andoffice at Citicorp Center, 500 West Madison Street, SuiteRoom 1400, Chicago, Illinois 60661. Copies of such materials can be obtained from the Public Reference Section of60661-2511. Please call the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, Room 1024, at prescribed rates. The public may obtain1-800-SEC-0330 for further information on the operation of the Public Reference Room by callingRooms. Our SEC filings are also available to the SEC at 1-800-SEC-0330. In addition, we are required to file electronic versions of these documents withpublic from the Commission throughSEC's World Wide Web site on the Commission's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. The Commission maintains an internet siteInternet at http:/ /www.sec.gov that/www.sec.gov. This site contains reports, proxy and information statements and other information regarding registrantsissuers that file electronically with the Commission.SEC.

        We maintain a site on the World Wide Web at www.transgenomic.com. The information contained in our website is not part of this Prospectus and you should not rely on it in deciding whether to invest in our common stock.

        We have filed a registration statement,Registration Statement on Form S-3, of which this prospectusProspectus is a part, covering the securities offered hereby. As allowed by CommissionSEC rules, this prospectusProspectus does not contain all the information set forth in the registration statementRegistration Statement and the exhibits, financial statements and schedules thereto. We refer you to the registration statement,Registration Statement, the exhibits, financial statements and schedules thereto for further information. This prospectusProspectus is qualified in its entirety by such other information.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The CommissionSEC allows us to "incorporate by reference" information into this prospectus,Prospectus, which means that we can disclose important information to you by referring you to another document filed separately by us with the CommissionSEC under the Securities Exchange Act of 1934 (the "Exchange Act"). The information incorporated by reference is deemed to be part of this prospectus,Prospectus, except for any information superseded by information in this prospectus.Prospectus. We have filed our annual report on Form 10-K for the year ended December 31, 2000,2002, our quarterly reports on Form 10-Q for the quarters ended March 31, 2001,2003, and June 30, 2001, our2003, current report on Form 8-K dated May 29, 200130, 2003 and our proxy statement dated May 23, 2001April 18, 2003 with the CommissionSEC (File No. 000-30975), and these documents are incorporated herein by reference.

        Any documents we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectusProspectus and prior to the termination of the offering of the securities to which this prospectusProspectus relates will automatically be deemed to be incorporated by reference ininto this prospectusProspectus and to be part hereof from the date of filing those documents. Any statement contained in this prospectusProspectus or in a document incorporated by reference shall be deemed to be modified or superseded for all purposes to the extent that a statement contained in this prospectusProspectus or in any other document which is also incorporated by reference modifies or supersedes that statement.

        You may obtain copies of all documents which are incorporated in this prospectusProspectus by reference (other than the exhibits to those documents which are not specifically incorporated by reference herein) without charge by writing or calling Mr. Mitchell L. Murphy, at Transgenomic, Inc., 12325 Emmet Street, Omaha, NE, 68164, telephone number (402) 452-5400.

1811

4,500,000 Shares

TRANSGENOMIC, INC.

COMMON STOCK

PROSPECTUS

                        , 2003

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution.

        The following table shows the estimated expenses in connection with the issuance and distribution of the common stock being registered:

Item 15.    Indemnification of Directors and Officers.

        Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933.

        As permitted by the Delaware General Corporation Law, the Registrant's First Restated Certificate of Incorporation eliminates the personal liability of its directors for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director's duty of loyalty to the Registrant or its stockholders, (2) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the Delaware General Corporation Law (regarding unlawful dividends and stock purchases) or (4) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended to authorize further elimination or limiting of directors' personal liability, then the First Amended and Restated Certificate provides that the personal liability of directors will be eliminated or limited to the fullest extent provided under the Delaware General Corporation Law.

        As permitted by the Delaware General Corporation Law, the Registrant's First Amended and Restated Certificate of Incorporation and its Bylaws provide that (1) the Registrant is required to indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation Law, subject to certain very limited exceptions, (2) the Registrant may indemnify its other employees and agents as set forth in the Delaware General Corporation Law, (3) the Registrant is required to advance expenses, as incurred, to its directors and executive officers in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to certain conditions and (4) the rights conferred by the First Amended and Restated Certificate of Incorporation and Bylaws are not exclusive.

        The Delaware General Corporation Law authorizes a corporation to indemnify its directors and officers provided that the corporation shall not eliminate or limit the liability of a director as follows:

(a)

for any action brought by or in the right of a corporation where the director or officer is adjudged to be liable to the corporation, except where a court determines the director or officer is entitled to indemnity;



(b)

for acts or omissions not in good faith or which involve conduct that the director or officer believes is not in the best interests of the corporation;



(c)

for knowing violations of the law;

II-1

(d)

for any transaction from which the directors derived an improper personal benefit; and



(e)

for payment of dividends or approval of stock repurchases or redemptions leading to liability under Section 174 of the Delaware General Corporation Law.

        The Delaware General Corporation Law requires a corporation to indemnify a director or officer to the extent that the director or officer has been successful, on the merits or otherwise, in defense of any action, suit or proceeding for which indemnification is lawful.

        The CompanyRegistrant maintains a director and officer insurance policy which insures the directors and officers of the CompanyRegistrant against damages, judgments, settlements and costs incurred by reason of certain wrongful acts committed by such persons in their capacities as directors and officers.

Item 16.    Exhibits.

4

Form of Certificate of the Registrant's Common Stock (1)



5

Opinion of Kutak Rock LLP



23.1

Consent of Deloitte & Touche LLP



23.2

Consent of Kutak Rock LLP (included in Exhibit 5)



24

Powers of Attorney (included on page II-4 of this Registration Statement)

(1)

This Exhibit is incorporated by reference to the Registration Statement of the Registrant (Registration No. 333-32174), which was filed on March 10, 2000.

Item 17.    Undertakings.

(a)

We undertake:



(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:



(i)

to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;



(ii)

to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement;



(iii)

to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement (notwithstandingstatement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" in this registration statement); statement;

        (iii)  to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement

provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the

II–2

Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities

II-2

---




offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.



(b)

        (4)   That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(h)

        (5)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, referred to in Item 15 (other than the insurance policies referred to therein), or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted against the Registrant by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

II–3II-3

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska, on the 24th28th day of September, 2001.August, 2003.

POWER OF ATTORNEY

        Each person whose signature appears below hereby authorizes Collin J. D'Silva, and Gregory J. Duman, and each of them individually, as attorney-in-fact, to sign on his or her behalf, individually and in each capacity stated below, any amendment, including post-effective amendments to this registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicatedand on the 24th day of September, 2001.dates indicated.

II–4II-4

EXHIBIT INDEX

II–5

(1)

This Exhibit is incorporated by reference to the Registration Statement of the Registrant (Registration No. 333-32174), which was filed on March 10, 2000.

QuickLinks

Item 14. Other Expenses of Issuance and Distribution.
Item 15. Indemnification of Directors and Officers.
Item 16. Exhibits.
Item 17. Undertakings.