As filed with the Securities and Exchange Commission on July 3, 1996
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------------
PRAEGITZER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
-------------------
OREGON 93-0790158
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1270 S.E. Monmouth Cut-Off Road
Dallas, Oregon 97338-9532
(Address of Principal (Zip Code)
Executive Offices)
-------------------
PRAEGITZER INDUSTRIES, INC.
401(k) Plan and Trust
(Full title of plan)
-------------------
SCOTT D. GILBERT
Vice President of Finance
Praegitzer Industries, Inc.
1270 S.E. Monmouth Cut-Off Road
Dallas, OR 97338-9532
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 623-9273
Copy to:
STEPHEN E. BABSON
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
<PAGE>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to Be Price Per Offering Registration
to Be Registered Registered Share(1) Price(1) Fee
- ------------------- ---------- ---------- ----------- ------------
Common Stock 200,000 Shares $ 10.3125 $ 2,062,500 $ 711.21
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. The
calculation of the registration fee for the shares is based on
$10.3125, which was the average of the high and low prices of the
Common Stock on June 27, 1996 as reported in The Wall Street Journal
for Nasdaq National Market issues.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
---------------------------------------
The following documents filed by Praegitzer Industries, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated
herein by reference:
(a) The Company's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest
prospectus filed pursuant to rule 424(b) under the Securities Act of
1933 that contains audited financial state ments for the Company's
latest fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or prospectus referred to in (a) above.
(c) The description of the authorized capital stock of the
Company con tained in the Company's registration statement filed under
Section 12 of the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating the description.
All reports and other documents subsequently filed by the Company
and the Company's 401(k) Plan and Trust pursuant to Sections 13(a) and (c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of
such reports and documents.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Article IV of the Registrant's Second Amended and Restated
Articles of Incorporation, as amended (the "Articles"), requires
indemnification of current or former directors of the Registrant to the
fullest extent not prohibited by the Oregon Business Corporation Act (the
II-1
<PAGE>
"Act"). The Act permits or requires indemnification of directors and
officers in certain circumstances. The effects of the Articles and the Act
(the "Indemnification Provisions") are summarized as follows:
(a) The Indemnification Provisions grant a right of indemnification in
respect of any proceeding (other than an action by or in the right of the
Company), if the person concerned acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of
the Company, was not adjudged liable on the basis of receipt of an improper
personal benefit and, with respect to any criminal action or proceeding,
had no reasonable cause to believe the conduct was unlawful. The
termination of a proceeding by judgment, order, settlement, conviction or
plea of nolo contendere, or its equivalent, is not, of itself,
determinative that the person did not meet the required standards of
conduct.
(b) The Indemnification Provisions grant a right of indemnification in
respect of any proceeding by or in the right of the Company against the
expenses (including attorney fees) actually and reasonably incurred if the
person concerned acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Company,
except that no right of indemnification will be granted if the person is
adjudged to be liable to the Company.
(c) Every person who has been wholly successful, on the merits or
otherwise, in the defense of any proceeding to which the person was a party
because of the person's status as a director or officer of a controversy
described in (a) or (b) above is entitled to indemnification as a matter of
right.
(d) Because the limits of permissible indemnification under Oregon law
are not clearly defined, the Indemnification Provisions may provide
indemnification broader than that described in (a) and (b).
(e) The Registrant may advance to a director or officer the expenses
incurred in defending any proceeding in advance of its final disposition if
the director or officer affirms in writing in good faith that he or she has
met the standard of conduct to be entitled to indemnification as described
in (a) or (b) above and undertakes to repay any amount advanced if it is
determined that the person did not meet the required standard of conduct.
The Registrant may obtain insurance for the protection of its
directors and officers against any liability asserted against them in their
official capacities. The rights of indemnification described above are not
exclusive of any other rights of indemnification to which the persons
indemnified may be entitled under any bylaw, agreement, vote of
shareholders or directors or otherwise.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not Applicable.
II-2
<PAGE>
Item 8. Exhibits.
--------
4.1 Second Amended and Restated Articles of Incorporation
of the Company (incorporated by reference to Exhibit
3(i)(a) to the Company's Registration Statement on Form
S-1, File No. 333-01228).
4.2 Bylaws of the Company (incorporated by reference to
Exhibit 3(ii) to the Company's Registration Statement
on Form S-1, File No. 333-01228).
5.1 Internal Revenue Service Determination Letter.
23.1 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney.
Item 9. Undertakings.
------------
The undersigned registrant hereby undertakes:
(a)(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) do 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
II-3
<PAGE>
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 Company 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 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 Company 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Dallas, State of Oregon on
July 1, 1996.
PRAEGITZER INDUSTRIES, INC.
By MATTHEW J. BERGERON
----------------------------------
Matthew J. Bergeron
Senior Vice President, Chief Financial Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 1, 1996.
Signature Title
--------- -----
* ROBERT L. PRAEGITZER President, Chief Executive Officer
- --------------------------------------- and Chairman of the Board
Robert L. Praegitzer (Principal Executive Officer)
MATTHEW J. BERGERON Senior Vice President, Chief
- --------------------------------------- Financial Officer and Director
Matthew J. Bergeron (Principal Financial and
Accounting Officer)
* CHARLES N. HALL Senior Vice President and Director
- ---------------------------------------
Charles N. Hall
* ROBERT G. BALDRIDGE Senior Vice President and Director
- ---------------------------------------
Robert G. Baldridge
* SALLY PRAEGITZER Director
- ---------------------------------------
Sally Praegitzer
* WILLIAM L. HEALEY Director
- ---------------------------------------
William L. Healey
* T. L. STEBBINS Director
- ---------------------------------------
T. L. Stebbins
* By MATTHEW J. BERGERON
---------------------------------
Matthew J. Bergeron,
Attorney-in-Fact
II-5
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Administrative Committee of the Plan has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, State of Oregon, on July 1, 1996.
PRAEGITZER INDUSTRIES, INC. 401(k) PLAN AND TRUST
By: Praegitzer Industries, Inc.
SCOTT D. GILBERT
---------------------------------------
By: Scott D. Gilbert, Vice President of Finance
II-6
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
4.1 Second Amended and Restated Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3(i)(a) to the
Company's Registration Statement on Form S-1, File No.
333-01228).
4.2 Bylaws of the Company (incorporated by reference to Exhibit
3(ii) to the Company's Registration Statement on Form S-1,
File No. 333-01228).
5.1 Internal Revenue Service Determination Letter.
23.1 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney.
II-7
EXHIBIT 5.1
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
2 CUPANIA CIRCLE
MONTEREY PARK, CA 91755
Employer Identification Number:
Date: February 28, 1996 93-0790158
File Folder Number:
PRAEGITZER INDUSTRIES INC 931005306
C/O JOSEPH A MCINTOSH Person to Contact:
1011 WESTERN AVENUE STE 803 CHRISTOPHER WALSH
SEATTLE, WA 98104 Contact Telephone Number:
(213) 725-0164
Plan Name:
PRAEGITZER INDUSTRIES 401(K)
SAVING PLAN AND TRST
Plan Number: 001
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your
permanent records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation
periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the
qualified status of your employee retirement plan, and provides information
on the reporting requirements for your plan. It also describes some events
that automatically nullify it. It is very important that you read the
publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other
federal or local statutes.
This determination letter is applicable for the amendment(s) adopted
on 8/8/94 & 10/10/95.
This determination letter is applicable for the plan adopted on
4/26/90.
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a
design-based safe harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise
specified in this letter.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's
coverage group consists of those employees treated as
Letter 835 (DO/CG)
<PAGE>
-2-
PRAEGITZER INDUSTRIES INC
currently benefiting for purposes of demonstrating that the plan satisfies
the minimum coverage requirements of section 410(b) of the Code.
This plan also satisfies the requirements of section 1.401(a)(4)-4(b)
of the regulations with respect to the specific benefits, rights, or
features for which you have provided information.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have questions concerning this matter, please contact the
person whose name and telephone number are shown above.
Sincerely yours,
RICHARD R. OROSCO
Richard R. Orosco
District Director
Enclosures:
Publication 794
Addendum
Letter 835 (DO/CG)
<PAGE>
-3-
PRAEGITZER INDUSTRIES INC
This plan also satisfies the requirements of Code section 401(k).
Letter 835 (DO/CG)
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Praegitzer Industries, Inc. on Form S-8 of our report on the combined
financial statements of Praegitzer Industries, Inc. and Affiliate dated
February 5, 1996 (except as to Note 18 which is dated as of April 3, 1996)
and of our report on the financial statements of Circuit Technology, Inc.
dated January 24, 1996, appearing in the Prospectus dated April 4, 1996
which is part of Registration Statement No. 333-01228 on Form S-1.
DELOITTE & TOUCHE LLP
July 1, 1996
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(401(k) Plan and Trust)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Praegitzer Industries, Inc., does hereby constitute and
appoint Robert L. Praegitzer and Matthew J. Bergeron and each of them his
or her true and lawful attorney and agent to do any and all acts and things
and to execute in his name (whether on behalf of Praegitzer Industries,
Inc. or as an officer or director of said Company, or otherwise) any and
all instruments which said attorney and agent may deem necessary or
advisable in order to enable Praegitzer Industries, Inc. 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 the Securities Act of 1933, as amended, covering shares
of common stock (the "Shares") of the Company and an indeterminate amount
of interests in the Company's 401(k) Plan and Trust, including
specifically, but without limitation thereto, power and authority to sign
his or her name (whether on behalf of Praegitzer Industries, Inc. or as an
officer or director of said Company, or otherwise) to a Registration
Statement on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect
to such Common Stock or any exhibits filed therewith; and to file the same
with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: July 2, 1996
ROBERT L. PRAEGITZER
----------------------------------
Robert L. Praegitzer
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(401(k) Plan and Trust)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Praegitzer Industries, Inc., does hereby constitute and
appoint Robert L. Praegitzer and Matthew J. Bergeron and each of them his
or her true and lawful attorney and agent to do any and all acts and things
and to execute in his name (whether on behalf of Praegitzer Industries,
Inc. or as an officer or director of said Company, or otherwise) any and
all instruments which said attorney and agent may deem necessary or
advisable in order to enable Praegitzer Industries, Inc. 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 the Securities Act of 1933, as amended, covering shares
of common stock (the "Shares") of the Company and an indeterminate amount
of interests in the Company's 401(k) Plan and Trust, including
specifically, but without limitation thereto, power and authority to sign
his or her name (whether on behalf of Praegitzer Industries, Inc. or as an
officer or director of said Company, or otherwise) to a Registration
Statement on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect
to such Common Stock or any exhibits filed therewith; and to file the same
with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: June 25, 1996
MATTHEW J. BERGERON
----------------------------------
Matthew J. Bergeron
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(401(k) Plan and Trust)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Praegitzer Industries, Inc., does hereby constitute and
appoint Robert L. Praegitzer and Matthew J. Bergeron and each of them his
or her true and lawful attorney and agent to do any and all acts and things
and to execute in his name (whether on behalf of Praegitzer Industries,
Inc. or as an officer or director of said Company, or otherwise) any and
all instruments which said attorney and agent may deem necessary or
advisable in order to enable Praegitzer Industries, Inc. 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 the Securities Act of 1933, as amended, covering shares
of common stock (the "Shares") of the Company and an indeterminate amount
of interests in the Company's 401(k) Plan and Trust, including
specifically, but without limitation thereto, power and authority to sign
his or her name (whether on behalf of Praegitzer Industries, Inc. or as an
officer or director of said Company, or otherwise) to a Registration
Statement on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect
to such Common Stock or any exhibits filed therewith; and to file the same
with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: June 25, 1996
CHARLES N. HALL
----------------------------------
Charles N. Hall
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(401(k) Plan and Trust)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Praegitzer Industries, Inc., does hereby constitute and
appoint Robert L. Praegitzer and Matthew J. Bergeron and each of them his
or her true and lawful attorney and agent to do any and all acts and things
and to execute in his name (whether on behalf of Praegitzer Industries,
Inc. or as an officer or director of said Company, or otherwise) any and
all instruments which said attorney and agent may deem necessary or
advisable in order to enable Praegitzer Industries, Inc. 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 the Securities Act of 1933, as amended, covering shares
of common stock (the "Shares") of the Company and an indeterminate amount
of interests in the Company's 401(k) Plan and Trust, including
specifically, but without limitation thereto, power and authority to sign
his or her name (whether on behalf of Praegitzer Industries, Inc. or as an
officer or director of said Company, or otherwise) to a Registration
Statement on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect
to such Common Stock or any exhibits filed therewith; and to file the same
with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: June 25, 1996
ROBERT G. BALDRIDGE
----------------------------------
Robert G. Baldridge
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(401(k) Plan and Trust)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Praegitzer Industries, Inc., does hereby constitute and
appoint Robert L. Praegitzer and Matthew J. Bergeron and each of them his
or her true and lawful attorney and agent to do any and all acts and things
and to execute in his name (whether on behalf of Praegitzer Industries,
Inc. or as an officer or director of said Company, or otherwise) any and
all instruments which said attorney and agent may deem necessary or
advisable in order to enable Praegitzer Industries, Inc. 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 the Securities Act of 1933, as amended, covering shares
of common stock (the "Shares") of the Company and an indeterminate amount
of interests in the Company's 401(k) Plan and Trust, including
specifically, but without limitation thereto, power and authority to sign
his or her name (whether on behalf of Praegitzer Industries, Inc. or as an
officer or director of said Company, or otherwise) to a Registration
Statement on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect
to such Common Stock or any exhibits filed therewith; and to file the same
with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: July 2, 1996
SALLY PRAEGITZER
----------------------------------
Sally Praegitzer
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(401(k) Plan and Trust)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Praegitzer Industries, Inc., does hereby constitute and
appoint Robert L. Praegitzer and Matthew J. Bergeron and each of them his
or her true and lawful attorney and agent to do any and all acts and things
and to execute in his name (whether on behalf of Praegitzer Industries,
Inc. or as an officer or director of said Company, or otherwise) any and
all instruments which said attorney and agent may deem necessary or
advisable in order to enable Praegitzer Industries, Inc. 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 the Securities Act of 1933, as amended, covering shares
of common stock (the "Shares") of the Company and an indeterminate amount
of interests in the Company's 401(k) Plan and Trust, including
specifically, but without limitation thereto, power and authority to sign
his or her name (whether on behalf of Praegitzer Industries, Inc. or as an
officer or director of said Company, or otherwise) to a Registration
Statement on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect
to such Common Stock or any exhibits filed therewith; and to file the same
with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: June 30, 1996
WILLIAM L. HEALEY
----------------------------------
William L. Healey
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(401(k) Plan and Trust)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Praegitzer Industries, Inc., does hereby constitute and
appoint Robert L. Praegitzer and Matthew J. Bergeron and each of them his
or her true and lawful attorney and agent to do any and all acts and things
and to execute in his name (whether on behalf of Praegitzer Industries,
Inc. or as an officer or director of said Company, or otherwise) any and
all instruments which said attorney and agent may deem necessary or
advisable in order to enable Praegitzer Industries, Inc. 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 the Securities Act of 1933, as amended, covering shares
of common stock (the "Shares") of the Company and an indeterminate amount
of interests in the Company's 401(k) Plan and Trust, including
specifically, but without limitation thereto, power and authority to sign
his or her name (whether on behalf of Praegitzer Industries, Inc. or as an
officer or director of said Company, or otherwise) to a Registration
Statement on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect
to such Common Stock or any exhibits filed therewith; and to file the same
with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: June 30, 1996
T.L. STEBBINS
----------------------------------
T.L. Stebbins
