UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
( ) Check this box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue. See Instructions 1(b).
1. Name and Address of Reporting Person
GRIFFITH, C. WAYNE
C/O PCD INC.
2 TECHNOLOGY DRIVE
PEABODY, MA 01960
2. Issuer Name and Ticker or Trading Symbol
PCD INC.
PCDI
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
07/98
5. If Amendment, Date of Original (Month/Year)
07/98
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
(X) Director ( ) 10% Owner ( ) Officer (give title below) ( ) Other
(specify below)
DIRECTOR
7. Individual or Joint/Group Filing (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
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Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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1. Title of Security |2. |3. |4.Securities Acquired (A) |5.Amount of |6.Dir |7.Nature of Indirect |
| Transaction | or Disposed of (D) | Securities |ect | Beneficial Ownership |
| | | | Beneficially |(D)or | |
| | | | | A/| | Owned at |Indir | |
| Date |Code|V| Amount | D | Price | End of Month |ect(I)| |
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Table II -- Derivative Securitites Acquired, Disposed of, or Beneficially Owned |
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1.Title of Derivative |2.Con- |3. |4. |5.Number of De |6.Date Exer|7.Title and Amount |8.Price|9.Number |10.|11.Nature of|
Security |version |Transaction | rivative Secu |cisable and| of Underlying |of Deri|of Deriva |Dir|Indirect |
|or Exer | | | rities Acqui |Expiration | Securities |vative |tive |ect|Beneficial |
|cise | | | red(A) or Dis |Date(Month/| |Secu |Securities |(D)|Ownership |
|Price of| | | posed of(D) |Day/Year) | |rity |Benefi |or | |
|Deriva- | | | |Date |Expir| | |ficially |Ind| |
|tive | | | | A/|Exer-|ation| Title and Number | |Owned at |ire| |
|Secu- | | | | | D |cisa-|Date | of Shares | |End of |ct | |
|rity |Date |Code|V| Amount | |ble | | | |Month |(I)| |
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DIRECTORS STOCK OPTION|17.00 |07/06|A |V|1,500 |A |01/06|07/06|COMMON STOCK|1,500 | |1,500 |D | |
(RIGHT TO BUY) | |/98 | | | | |/99 |/08 | | | | | | |
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Explanation of Responses:
SIGNATURE OF REPORTING PERSON
/s/ Mary L. Mandarino for C. Wayne Griffith
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POWER OF ATTORNEY
Securities Act and Securities Exchange Act Filings
Know all by these presents, that the undersigned (in his
capacity as director) hereby constitutes and appoints John L.
Dwight, Jr. and Mary L. Mandarino and each of them singly, his true
and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4,
5, 13-D and/or 13-G and Annual Reports on Form 10-K and
Amendments thereto in accordance with the Securities
Exchange Act of 1934 and (ii) Registration Statements on
Form S-8 under the Securities Act of 1933 and the rules
thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4, 5, 13-D, 13-G, 10-K or
S-8 and the timely filing of such form with the United
States Securities and Exchange Commission and any other
authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-
in-fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall contain such terms and
condition as such attorney-in-fact may approve in his
discretion.
The undersigned hereby grants to such attorney-in-fact full
power and authority to do and perform all and every act and thing
whatsoever requisite, necessary and proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as such attorney-in-fact might or
could do if personally present, with full power of substitution
or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is
not assuming any of the undersigned's responsibilities to comply
with the Securities Act of 1933 or the Securities Exchange Act of
1934.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 31st day of July, 1998.
/s/ C. Wayne Griffith
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C. Wayne Griffith
