AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 1996
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRST ENTERPRISE FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
ILLINOIS 36-3688499
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
500 DAVIS STREET, SUITE 1005
EVANSTON, ILLINOIS 60201
(Address, of principal executive offices)
1992 STOCK OPTION PLAN AS AMENDED AND RESTATED
1995 DIRECTOR STOCK OPTION PLAN
1995 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
MR. MICHAEL P. HARRINGTON
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
FIRST ENTERPRISE FINANCIAL GROUP, INC.
500 DAVIS STREET, SUITE 1005
EVANSTON, ILLINOIS 60201
(847) 866-8665
(Name, address, including ZIP Code, and telephone number,
including area code, of agent for service)
Copies to:
HAL M. BROWN, ESQ.
RUDNICK & WOLFE
203 NORTH LASALLE STREET
SUITE 1800
CHICAGO, ILLINOIS 60601
(312) 368-4000
(312) 236-7516 (TELECOPIER)
CALCULATION OF REGISTRATION FEE
================================================================================
Title of each class Amount to be Proposed Proposed Amount of
of securities to be registered maximum maximum regis-
registered offering price aggregate tration
per share* offering fee
fee*
- --------------------------------------------------------------------------------
Common Stock, par
value $.01 per share 2,262,080 $5.7741 $13,061,500 $4504
================================================================================
* Pursuant to Rule 457(c) and (h), the registration fee has been calculated
on the basis of the actual price per share ($1.13 and $1.36) at which the
outstanding options may be exercised, and $7.125 per share with respect to
the remaining shares, the average of the high and low sale prices of the
common stock on July 24, 1996, as reported on the Nasdaq Stock Market's
National Market.
<PAGE>
PROSPECTUS
2,262,080 SHARES
FIRST ENTERPRISE
FINANCIAL GROUP, INC.
COMMON STOCK
First Enterprise Financial Group, Inc. (the "Company") is a specialty
finance company engaged primarily in purchasing and servicing installment
contracts originated by dealers for financing the sale of automobiles.
The Company purchases installment contracts which provide financing for
non-prime consumers.
The shares of common stock, par value $.01 per share ("Common Stock"),
offered hereby are being sold by the Selling Shareholders (as hereinafter
defined). The Company will not receive any proceeds from the sale of the
Common Stock. The Company's Common Stock is traded on the Nasdaq Stock
Market's National Market (the "Nasdaq National Market") under the symbol
"FENT".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION, NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
JULY 26, 1996
<PAGE>
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OF THE
UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF ANY OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF
COMMON STOCK OFFERED BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SHARES OF COMMON STOCK
BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports,
proxy statements and other information with the Commission. Such reports
and other information can be inspected and copied at the public reference
facilities maintained by the Commission at Judiciary Plaza, Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission: New York Regional Office, 75 Park Place, 14th
Floor, New York, New York 10007; Chicago Regional Office, 500 W. Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can
be obtained from the Public Reference Section of the Commission at
Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.
The Commission maintains a Web site that contains reports, proxy and
information statements and other information about the Company. The
address of the Web site maintained by the Commission is
"http://www.sec.gov".
The Company has filed with the Securities and Exchange Commission
("Commission") a Registration Statement on Form S-8 (of which this
Prospectus is a part) under the Securities Act with respect to the
securities offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement, certain portions of
which have been omitted as permitted by the rules and regulations of the
Commission. Statements contained in this Prospectus as to the content of
any contract or other document are not necessarily complete, and in each
instance reference is made to the copy of such contract or other document
filed as an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference and the exhibits and
schedules hereto. For further information regarding the Company and the
Common Stock offered hereby, reference is hereby made to the Registration
Statement and to such exhibits and schedules, which can be inspected
without charge at the principal office of the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C., 20549, and copies may be
obtained therefrom upon payment of the fees prescribed by the SEC.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on written or oral request of such person, a copy
(without exhibits) of any and all documents incorporated herein by
reference. Requests for such copies should be directed to the Secretary
at 500 Davis Street, Suite 1005, Evanston, Illinois 60201, Telephone (847)
866-8665.
<PAGE>
SELLING SHAREHOLDERS
All of the shares of Common Stock subject to this Prospectus have been
purchased by certain employees under the Company's 1992 Stock Option Plan.
The following table sets forth the names of the employees of the Company
eligible to resell Common Stock of the Company issued to them and the
maximum number of shares that may be resold by each employee pursuant to
this prospectus.
EMPLOYEE MAXIMUM SHARES
TO BE SOLD
William Andrew 12,888
Cecil L. Bice 20,620
Gloria A. Bowers 20,620
David P. Erfert 5,155
Jan W. Erfert 20,620
John A. Gaffney 20,620
Jim Graves 5,155
Robert J. Harker 90,216
Arthur Hill 5,155
John B. Parker 20,620
Thomas G. Parker 412,416
Tommy Powell 61,862
Leroy Smith 5,155
Kenneth L. Stucky 309,312
Ted Wallace 5,155
PLAN OF DISTRIBUTION
The shares may be sold from time to time by the Selling Shareholders,
or by pledgees, donees, transferees or other successors in interest. Such
sales may be made on one or more exchanges 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 shares may be sold by one or more of the following: (a) a block trade
in which the broker or dealer so engaged will attempt to sell the shares
as agent but may position and resell a portion of the block as principal
to facilitate the transaction; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account pursuant to
this prospectus; (c) an exchange distribution in accordance with the rules
of such exchange; and (d) ordinary brokerage transactions and transactions
in which the broker solicits purchasers. In effecting sales, brokers or
dealers engaged by the selling shareholders may arrange for other brokers
or dealers to participate. Brokers or dealers will receive commissions or
discounts from selling shareholders in amounts to be negotiated
immediately prior to the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, as amended, in connection with
such sales.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed with the Commission pursuant
to the Securities Act of 1933 and the Exchange Act of 1934 and are
incorporated by reference and made a part of this Prospectus:
The Company's prospectus filed with the Commission pursuant to Rule
424(b) of the Securities Act of 1933 on July 22, 1996.
Item 1 of the Company's registration statement on Form 8-A registering
its Common Stock under Section 12(g) of the Securities Exchange Act of
1934.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of this offering shall be
deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein or contained in this Prospectus shall be deemed to be
supplemented, modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein supplements, modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed to constitute a
part of this Prospectus.
LEGAL MATTERS
The validity of the shares offered hereby is being passed upon for the
Company by Rudnick & Wolfe, Chicago, Illinois.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Item 1 of the Company's registration statement on Form 8-A registering
its Common Stock under Section 12(g) of the Securities Exchange Act of
1934 and the Company's prospectus filed with the Commission pursuant to
Rule 424(b) promulgated pursuant to the Securities Act of 1933 on July
22, 1996 are incorporated herein by reference. In addition, all reports
and proxy statements filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the date hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
An opinion with respect to the legality of shares of common stock
subject to stock options is being given by Rudnick & Wolfe, 203 North
LaSalle Street, Chicago, Illinois, 60601, counsel for the Company.
ITEM 6. LIMITATION OF LIABILITY AND INDEMNIFICATION.
Section 8.75 of the Illinois Business Corporation Act authorizes
indemnification of directors, officers, employees and agents of the
Company; allows the advancement of costs of defending against litigation;
and permits companies incorporated in Illinois to purchase insurance on
behalf of directors, officers, employees and agents against liabilities
whether or not in the circumstances such companies would have the power to
indemnify against such liabilities under the provisions of the statute.
The Company's Articles and its Bylaws provide for indemnification of
its officers and directors to the full extent by the Illinois Business
Corporation Act. The Articles of the Company eliminate, to the fullest
extent permitted by Illinois law, liability of a director to the Company
or its stockholders for monetary damages for breach of such director's
fiduciary duty of care as a director, except for liability where a
director (a) breaches his or her duty of loyalty to the Company or its
stockholders, (b) fails to act in good faith or engages in intentional
misconduct or a knowing violation of law, (c) authorizes payment of an
illegal dividend or stock purchase or (d) derives an improper personal
benefit. While liability for monetary damages has been eliminated,
equitable remedies, such as injunctive relief or rescission, remain
available. In addition, the Bylaws provide that the Company shall, to the
fullest extent authorized by the Illinois Business Corporation Act, as
amended from time to time, indemnify all directors and officers and all
other persons serving at the request of the Company as a director,
officers, employee or agent of another corporation or of a partnership,
trust or other enterprise.
The Company has also entered into indemnification agreements in the
form described below with each person who is currently a member of its
board of directors and will enter into such agreements with persons who in
the future become directors of the Company. Such indemnification
agreements provide for indemnification against any and all expenses
incurred in connection with, as well as any and all judgments, fines and
amounts paid in settlement resulting from, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (collectively an "Action"), by reason of
the fact that such director is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the Company
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. The
indemnification agreements provide that if any payment, advance or
indemnification of the director requires that he or she acted in good
faith, in a manner he or she reasonably believed to be for or not opposed
to the best interest of the Company or without reasonable cause to believe
his or her conduct was unlawful, then it shall be presumed that he or she
so acted unless proven otherwise by clear and convincing evidence. The
indemnification agreements also provide for the advancement of all
expenses, including reasonable attorneys' fees, arising from the
investigation of any claim, preparation for the defense or defense of
settlement of an Action. The indemnification agreements authorize the
Company to participate in the defense of any Action and to assume the
defense thereof, with counsel who shall be reasonably satisfactory to the
director, provided that the director shall be entitled to separate counsel
of his or her choosing if he or she reasonably believes that (i) there
exists conflicting interest between himself or herself and the Company or
other party (the defense of whom the Company shall have assumed) or
(ii) there is any substantial likelihood that the Company will be
financially or legally unable to satisfy its obligations under the
indemnification agreements. The indemnification agreements provide that a
director's rights under such contract are not exclusive of any other
indemnification rights he or she may have under any provision of law, the
Articles or Bylaws of the Company, the vote of the Company's stockholders
or disinterested directors, other agreements or otherwise. (Insofar as
indemnification by the Company for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, the Company
has been advised that such indemnification is considered by the Commission
to be against public policy and, therefore, unenforceable.)
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Exemption from the registration provisions of the Securities Act of
1933 for all shares of Common Stock registered for resale by the Selling
Shareholders (as defined in the prospectus) hereby was claimed under 4(2)
of the Securities Act and the rules and regulations promulgated thereunder
on the basis that such transactions did not involve any public offering,
the purchasers were sophisticated with access to the kind of information
registration would provide and that purchasers acquired such securities
without a view toward the distribution thereof. In addition, exemption
from the registration provisions of the Securities Act was also claimed
under Section 3(b) of the Securities Act and rules and regulations
promulgated thereunder on the basis that such securities were sold
pursuant to a written compensatory benefit plan or pursuant to a written
contract relating to compensation and not for capital raising purposes
under Rule 701 of the Securities Act.
ITEM 8. EXHIBITS.
4 Specimen Common Stock Certificate [Incorporated by reference to
Exhibit 4 to Registration Statement, SEC File No. 33-80127]
5.1 Opinion of Rudnick & Wolfe
10.2 Amended and Restated 1992 Stock Option Plan [Incorporated by
reference to Exhibit 10.2 to Registration Statement, SEC File No.
33-80127]
10.3 1995 Nonqualified Director Stock Option Plan, [Incorporated by
reference to Exhibit 10.3 to Registration Statement, SEC File No.
33-80127]
10.4 1995 Employee Stock Purchase Plan [Incorporated by reference to
Exhibit 10.4 to Registration Statement, SEC File No. 33-80127]
23.2 Consent of Rudnick & Wolfe (contained in Exhibit 5.1 hereof)
23.3 Consent of Grant Thornton LLP
24 Power of Attorney by the directors and certain officers of the
Company
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(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 the 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 the
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply if the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in
the 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 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) The undersigned registrant hereby undertakes 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
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.
(c) 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, 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 Act 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 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 Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Evanston, State of Illinois, on
July 26, 1996.
FIRST ENTERPRISE FINANCIAL GROUP, INC.
By: /s/ PAUL A STINNEFORD
Paul A. Stinneford
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
NAME TITLE DATE
Michael P. Harrington* Chairman of the Board and President July 26, 1996
(chief executive officer)
Robert J. Harker* Director, Vice President and July 26, 1996
Controller (chief accounting officer)
Paul A. Stinneford* Director, Vice President, Secretary July 26, 1996
and General Counsel
Jan W. Erfert* Vice President and Treasurer (chief July 26, 1996
financial officer)
*By: /s/ PAUL A. STINNEFORD July 26, 1996
Paul A. Stinneford
ATTORNEY-IN-FACT
EXHIBIT INDEX
EXHIBIT
4 Specimen Common Stock Certificate [Incorporated by
reference to Exhibit 4 to Registration Statement,
SEC File No. 33-80127]
5.1 Opinion of Rudnick & Wolfe
10.2 1992 Stock Option Plan [Incorporated by reference
to Exhibit 10.2 to Registration Statement, SEC File
No. 33-80127]
10.3 1995 Nonqualified Director Stock Option Plan
[Incorporated by reference to Exhibit 10.4 to
Registration Statement, SEC File No. 33-80127]
10.4 1995 Employee Stock Purchase Plan [Incorporated by
reference to Exhibit 10.4 to Registration
Statement, SEC File No. 33-80127]
23.1 Consent of Grant Thornton LLP
23.3 Consent of Rudnick & Wolfe (contained in Exhibit 5.1
hereof)
24 Power of Attorney by the directors and certain
officer of the Company
<PAGE>
EXHIBIT 5.1
July 26, 1996 312/368-4012
The Board of Directors
First Enterprise Financial Group, Inc.
500 Davis Street - Suite 1005
Evanston, Illinois 60201
Dear Sirs:
We have examined the registration statement on Form S-8 filed with the
Securities and Exchange Commission on or about July 26, 1996 for
registration under the Securities Act of 1933, as amended, of 1,015,569
shares of common stock of First Enterprise Financial Group, Inc. (the
"Company"), par value $0.01 per share ("Common Stock"), issued pursuant to
stock options awarded under the Company's 1992 Stock Option Plan and
1,246,511 shares of Common Stock reserved for issuance by the Company
pursuant to the Company's 1992 Stock Option Plan, 1995 Nonqualified
Director Stock Option Plan and 1995 Employee Stock Purchase Plan. We have
examined pertinent corporate documents and records of the Company,
including its Certificate of Incorporation and its By-Laws, and we are
familiar with the corporate proceedings had and contemplated in connection
with the issuance of shares by the Company. We have also made such other
examinations as we have deemed necessary or appropriate as a basis for the
opinion hereinafter expressed.
On the basis of the foregoing, we are of the opinion that the
1,015,569 shares of common stock of the Company issued pursuant to options
awarded under the 1992 Stock Option Plan have been duly authorized,
legally issued, fully paid and non-assessable. We are also of the opinion
that the 1,246,511 shares of Common Stock reserved for issuance pursuant
to the 1992 Stock Option Plan, 1995 Nonqualified Director Stock Option
Plan and 1995 Employee Stock Purchase Plan have been duly authorized, and,
when issued and sold upon the terms and conditions set forth in such plans
and in the options granted and to be granted thereunder, such shares shall
be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement and to the reference to our firm in the
registration statement under the captions "Legal Matters" and "Interests
of Named Experts and Counsel."
Very truly yours,
RUDNICK & WOLFE
By: /s/ HAL M. BROWN
Hal M. Brown, a Partner
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report, dated February 1, 1996 (except for Note K
as to which the date is June 18, 1996) accompanying the financial
statements of First Enterprise Financial Group, Inc. contained in the
Registration Statement and Prospectus filed on Form S-1 effective July 22,
1996 (Registration No. 33-80217). We consent to the incorporation by
reference of the aforementioned report filed in the Registration Statement
on Form S-8.
By: /s/ GRANT THORNTON LLP
Chicago, Illinois
July 26, 1996
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that
each of the undersigned, being a director or officer, or both, of FIRST
ENTERPRISE FINANCIAL GROUP, INC., (hereinafter called the "Company"), does
hereby constitute and appoint PAUL A. STINNEFORD, as the true and lawful
attorneys and agents of the undersigned, with full power to file or
deliver any and all instruments and to do all acts and things which said
attorney and agent deem advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any requirements of the Securities
and Exchange Commission in respect thereof, in connection with the
registration under said Securities Act of 1,015,569 shares of common stock
issued pursuant to the Company's 1992 Stock Option Plan as Amended and
Restated and the 1,246,511 shares of common stock issuable under the 1992
Stock Option Plan as Amended and Restated, the 1995 Nonqualified Director
Stock Option Plan, and the 1995 Employee Stock Purchase Plan, including
specifically, but without limitation of the general authority hereby
granted, the power and authority to sign his name as a director or
officer, or both, of the Company, as indicated below opposite his
signature, to the registration statement, or any amendment, post-effective
amendment, or papers supplemental thereto to be filed in respect to said
shares of common stock of the Company; and the undersigned does hereby
fully ratify and confirm that the said attorney and agent shall do or
cause to be done by virtue hereof.
This Power of Attorney may be executed
in two or more counterparts, each of which shall be deemed an original and
all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the
undersigned has executed this Power of Attorney this 26th day of July,
1996.
NAME TITLE
/s/ MICHAEL P. HARRINGTON Chairman of the Board and
Michael P. Harrington President (Principal Executive
Officer)
/s/ ROBERT J. HARKER Director and Vice President
Robert J. Harker and Controller (Chief
Accounting Officer)
/s/ PAUL A. STINNEFORD Director, Vice President,
Paul A. Stinneford Secretary, and
General Counsel
/s/ JAN W. ERFERT Vice President and
Jan W. Erfert Treasurer (Chief Financial
Officer)
