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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 21, 1998
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NATIONAL PROCESSING, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Ohio
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
One Oxmoor Place
101 Bullitt Lane, Suite 450
Louisville, Kentucky
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
61-1303983
(I.R.S. EMPLOYER IDENTIFICATION NO.)
40222
(ZIP CODE)
National Processing, Inc. Nonemployee Directors Stock Option Plan
(FULL TITLE OF THE PLAN)
Carlton E. Langer, Esq.
Secretary
National City Corporation
1900 East Ninth Street
Cleveland, Ohio 44114
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(216) 575-3339
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Per Offering Registration
Registered Registered(1) Share(2) Price(2) Fee(2)
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National Processing, 200,000 $12.25 $2,450,000 $722.75
Inc. Common Stock,
without par value
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(1) Plus such indeterminate number of additional shares as may be sold or
delivered as a result of adjustments required by antidilution
provisions. Pursuant to Rule 416, this Form S-8 Registration Statement
shall be deemed to cover any additional securities issued to prevent
dilution, resulting from stock splits, stock dividends or similar
transactions.
(2) These shares are to be offered pursuant to Option Rights granted under
the National Processing, Inc. Nonemployee Directors Stock Option Plan
which pertain to common shares and the option price of which shall not
be less than market value at date of grant. The registration fee has
been calculated in accordance with Rule 457(h) by multiplying the
proposed maximum aggregate offering price times .000295.
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NATIONAL PROCESSING, INC.
Cross Reference Sheet Pursuant to Item 501(b) of
Regulation S-K, Showing the Location in the
Prospectus of the Information Required by Part 1 of Form S-3
Item of Form S-3 Location of Caption in Prospectus
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1. Forepart of the Registration
Statement and Outside Front
Cover Page Of Prospectus ............. Facing Page of Registration
Statement; Cross Reference Sheet;
Outside Front Cover Page of
Prospectus
2. Inside Front and Outside
Back Cover Pages of Prospectus ....... Available Information;
Incorporation of Certain
Documents by Reference; Table of
Contents
3. General Plan Information ............. General Plan Information
4. Securities to be Offered ............. Incorporation of Certain Documents
by Reference; Securities to be
Offered
5. Employees Who May Participate
in the Plan .......................... NonEmployee Directors Who may
Participate in the Plan
6. Purchase of Securities Pursuant
to the Plan and Payment For
Securities Offered ................... Purchase of Securities Pursuant
to the Plan and Payment for
Securities Offered
7. Resale Restrictions................... Purchase of Securities Pursuant
to the Plan and Payment for
Securities Offered
8. Tax Effects of Plan Participation .... Tax Effects of Plan Participation
9. Investment of Funds .................. Not Applicable
10. Withdrawal From the Plan;
Assignment of Interest ............... Withdrawal From the Plan;
Assignment of Interest
11. Forfeitures and Penalties ............ Withdrawal From the Plan;
Assignment of Interest
12. Charges and Deductions
and Liens Therefor.................... Not Applicable
13. Registration Information and
Employee Plan Annual Information ..... Incorporation of Certain Documents
by Reference
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PROSPECTUS
NATIONAL PROCESSING, INC.
NATIONAL PROCESSING, INC.
NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
200,000 SHARES
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This Prospectus relates to Securities of National Processing, Inc. ("NPI"),
which may or have been awarded pursuant to the National Processing, Inc.
Nonemployee Directors Stock Option Plan (the "Plan").
NPI common stock is listed on the New York Stock Exchange under the symbol
"NAP."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Neither delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change in
the affairs of NPI since the date hereof or the dates as of which information is
set forth herein.
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The date of this Prospectus is May 21, 1998
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AVAILABLE INFORMATION
NPI is subject to the information reporting requirements of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act") and, accordingly,
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "SEC"). Such reports, proxy statements and other
information may be inspected or copied at the public reference facilities of the
Commission located at Room 1024, Judiciary Plaza, 540 Fifth Street, N.W.,
Washington, D.C. 20549; at the Commission's Chicago Regional Office,
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and at its New York Regional Office, R. R. Donnelly Building, 75
Park Place, 14th Floor, New York, New York 10007. Copies of such materials may
also be obtained at prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. In addition,
reports, proxy statements and other information concerning NPI may be inspected
at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10005 and are also available to the public from commercial document
retrieval services and at the website maintained by the SEC at
"http://www.sec.gov".
This Prospectus does not contain all of the information set forth in the
registration statement on Form S-8 and exhibits thereto filed by NPI under the
Securities Act of 1933, as amended (the "1933 Act"), with the Commission
relating to the shares of National Processing, Inc. Common Stock (NPI Common")
offered hereby ("Registration Statement"), certain portions of which have been
omitted pursuant to the rules and regulations of the Commission and to which
portions reference is hereby made for further information with respect to NPI
and the securities offered hereby. The Registration Statement and the exhibits
thereto may be inspected without charge at the offices of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and copies may be obtained from the
commission at prescribed rates and are also available to the public from
commercial document retrieval services and at the website maintained by the SEC
at "http://www.sec.gov".
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
NPI hereby incorporates in this Prospectus by reference its Annual Report
on Form 10-K for the year ended December 31, 1997, its Quarterly Report on Form
10-Q dated May 15, 1998 and its Current Reports on Form 8-K dated January 8,
1998 and January 23, 1998, the description of NPI Common set forth in the
Amended Articles of Incorporation of the Registrant, (filed as Exhibit 3.1 to
Registration Statement No. 333-05507), each as filed with the Commission
pursuant to the Exchange Act.
All documents filed by NPI pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Prospectus shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that such statement is modified or superseded by a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS OF NPI BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THE NPI DOCUMENTS (OTHER THAN CERTAIN
EXHIBITS TO ANY SUCH DOCUMENTS) ARE AVAILABLE TO ANY PERSON TO WHOM A COPY OF
THIS PROSPECTUS HAS BEEN DELIVERED UPON WRITTEN OR ORAL REQUEST TO ATTENTION:
JIM W. CATE, EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER, TREASURER AND
ASSISTANT SECRETARY, TELEPHONE NUMBER (502) 326-7050 AND WILL BE FURNISHED
WITHOUT CHARGE.
THE COMPANY
NPI through its wholly owned operating subsidiary, National Processing
Company, is a provider of low-cost high-volume transaction processing services
and customized processing solutions. NPI is an Ohio corporation that was
formerly a wholly owned subsidiary of National City Corporation, an Ohio
headquartered bank holding
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company. NPI was formed on June 5, 1996. NPI was formed under the laws of the
State of Ohio and its principal executive office is One Oxmoor Place, 101
Bullitt Lane, Suite 450, Louisville, Kentucky, 40222. Its telephone number is
(502) 326-7000.
PLAN INFORMATION
GENERAL INFORMATION
The purpose of the National Processing, Inc. Nonemployee Directors Stock
Option Plan (the "Plan") is to attract, retain and compensate highly qualified
individuals who are not current employees of NPI as members of the Board of
Directors and to enable them to increase their ownership of shares of common
stock, without par value, of NPI ("Common Stock"). The Plan will be beneficial
to NPI and its shareholders since it will allow these directors to have a
greater personal financial stake in NPI through the ownership of Common Stock,
in addition to underscoring their common interest and identification with
stockholders in increasing the value of Common Stock.
ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board of Directors (the "Board") who
may from time to time delegate all or any part of its authority under the Plan
to a committee of not less than three Directors appointed by the Board. To the
extent of such delegation, references in the Plan to the Board shall also refer
to the appropriate committee.
The Board may also, from time to time, adopt rules and regulations for
carrying out the provisions and purposes of the Plan. The interpretation and
construction by the Board of any provisions of, and the determination of any
questions arising under, the Plan, any such rule or regulation, or any such
agreement evidencing options under the Plan, shall be final, binding and
conclusive on all persons interested in the Plan. The Secretary of NPI shall be
authorized to implement the Plan in accordance with its terms and to take such
actions of a ministerial nature as shall be necessary to effectuate the intent
and purposes hereof. The validity, construction and effect of the Plan and any
rules and regulations relating to the Plan shall be determined in accordance
with the laws of the State of Ohio without regard to its conflicts of law
principles.
Participants in the Plan may obtain additional information about the Plan
and its administrators by contacting Jim Cate, Executive Vice President, Chief
Financial Officer, Treasurer, and Assistant Secretary at National Processing,
Inc., One Oxmoor Place, 101 Bullitt Lane, Suite 450, Louisville, Kentucky,
40222, telephone number (502) 326-7050.
For more detailed information about NPI, reference is made to NPI's Annual
Report on Form 10-K for the year ended December 31, 1997, which is incorporated
herein by reference. See "AVAILABLE INFORMATION" and "INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE"
SECURITIES TO BE OFFERED
The total number of shares of Common Stock with respect to which options
may be granted under the Plan shall not exceed 200,000 (as adjusted pursuant to
the Plan). Shares issued upon exercise of options granted under the Plan may be
either authorized and unissued shares, treasury shares, or any combination
thereof. In the event than any option granted under the Plan shall terminate,
expire or, with the consent of the optionee, be canceled as to any shares of
Common Stock, without having been exercised in full, new options may be granted
with respect to such shares without again being charged against the maximum
share limitations set forth in the Plan.
All options granted under the Plan shall be non-statutory options not
intended to qualify under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"). Each option granted under the Plan shall provide that such
option will not be treated as an "incentive stock option," as that term is
defined in Section 422 of the Code.
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(a) FORMULA AWARDS: Options to purchase 25,000 shares of Common Stock
(as adjusted pursuant to the Plan) shall be granted to each Nonemployee
Director who is neither an employee of National City Corporation or any of
its affiliates nor has been previously employed by NPI ("Nonaffiliated
Director") upon election to the Board ("Automatic Initial Awards"). Any
Nonaffiliated Director who is so elected within ten (10) days following
consummation of the Offering will receive Automatic Initial Awards to
purchase Common Stock at the initial public offering price ("IPO Price"),
and Nonaffiliated Directors elected after such ten-day period will receive
such awards at the Fair Market Value (as defined below) per share of Common
Stock. Options to purchase 2,500 shares of Common Stock shall be granted
automatically to each Nonaffiliated Director on the first Friday following
each of the NPI's Annual Meetings of Shareholders ("Automatic Annual
Awards"). The Automatic Annual Awards and the Automatic Initial Awards are
collectively referred to herein as the "Formula Awards." No Nonemployee
Director who previously has been employed by NPI shall be eligible to
receive Formula Awards under the Plan.
(b) DISCRETIONARY AWARDS: The Board, in its sole discretion shall
determine the Nonemployee Directors who previously have been employed by
NPI or any of its subsidiaries to whom options (other than Formula Awards)
shall be granted, the time or times when they shall be granted and the
number of shares to be covered by each option so granted (hereinafter
referred to as "Discretionary Awards"). No Nonemployee Director who is
eligible to receive Formula Awards shall be eligible to receive
Discretionary Awards under the Plan.
PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES OFFERED
All options approved by the Board under the Plan shall be evidenced by
stock option agreements in writing (hereinafter referred to as "Option
Agreements"), in such form as the Board may from time to time approve, executed
on behalf of NPI by the Chairman of the Board or President of NPI. Each option
Agreement shall be subject to the Plan, and, in addition to such other terms and
conditions as the Board may deem desirable, shall provide in substance as
follows:
(a) PURCHASE PRICE: The purchase price per share of the Common Stock
for which each option is exercisable shall be equal to 100% of the fair
market value of the share of Common Stock as of the date such option is
granted ("Fair Market Value"), except for options granted prior to or
within ten (10) days following consummation of NPI's initial public
offering of Common Stock, which will be at an option price per share equal
to the IPO price. Such Fair Market Value shall be the last sale price of
Common Stock on the date next preceding such date as reported on the New
York Stock Exchange Composite Tape or, in the event than no sale shall have
taken place on the New York Stock Exchange Composite Tape, or if the Common
Stock is no longer traded on the New York Stock Exchange, the fair market
value on such date as determined by the Board in accordance with applicable
law and regulations. The option price shall be subject to adjustment
provided in Section the Plan.
(b) EXERCISABILITY AND TERM OF OPTIONS: Subject to Section (d) hereof,
each option granted under the Plan shall be exercisable to the extent of
one-third of the shares covered thereby on each of the first through third
anniversaries of the date of the grant. Each option granted under the Plan
shall expire 10 years from the date of grant and shall be subject to
earlier termination as hereinafter provided. If a Nonemployee Director
subsequently becomes an employee of NPI while remaining a member of the
Board, an option held under the Plan by such individual at the time of such
commencement of employment shall not be affected thereby.
(c) MANNER OF EXERCISE: Each Option Agreement shall provide that any
option therein granted shall be exercisable only by giving in each case
written notice of exercise, accompanied by full payment of the purchase
price either (i) in cash (including check, bank draft, or money order, or
wire or other transfer of funds, or advice of credit to NPI); (ii) in
shares of Common Stock with Fair Market Value equal to the purchase price
of a combination of cash and shares of Common Stock which in the aggregate
are equal in value to such purchase price; or (iii) from the proceeds of a
sale through a broker on the date of exercise of some or all of the shares
of Common Stock to which the exercise relates.
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(d) ADJUSTMENTS UPON CHANGES IN STOCK: The Board shall make or provide
for such adjustments in the option price and in the number or kind of
shares or other securities covered by outstanding options as the Board in
its sole discretion exercised in good faith, shall determine is equitably
required to prevent dilution or enlargement of rights of optionees that
would otherwise result from (a) any stock dividend, stock split,
combination of shares, issuance of rights or warrants to purchase stock,
recapitalization or other changes in the capital structure of NPI, (b) any
merger, consolidation, reorganization or partial or complete liquidation,
or (c) any other corporate transaction or event having an effect similar to
any of the foregoing. The Board shall also make or provide for such
adjustments in the number or kinds or shares of NPI's Common Stock or other
securities which may be acquired pursuant to options granted under the Plan
and the number of such securities to be awarded to each optionee as the
Board in its sole discretion, exercised in good faith, shall determine is
appropriate to reflect any transaction or event described in the preceding
sentence. The determination of the Board as to what adjustments shall be
made, and the extent thereof, shall be final, binding and conclusive.
(e) FRACTIONAL SHARES: No fractional shares shall be issued pursuant
to options granted hereunder, any fractional share resulting from an
adjustment pursuant to the Plan shall be eliminated.
NONEMPLOYEE DIRECTORS WHO MAY PARTICIPATE IN THE PLAN
All members of NPI's Board who are not current employees of NPI, and of its
subsidiaries, or any of its affiliates except former employees of NPI at the
time of the option award are eligible to participate in the Plan.
WITHDRAWAL FROM THE PLAN: ASSIGNMENT OF INTEREST
Except as set forth in the Plan, no option shall be exercisable after the
date of cessation of an optionee's service as a director of NPI. Upon the death
of an optionee at any time or upon cessation of service six (6) months or more
after the date of grant, all of the then outstanding Formula Award options of
such optionee shall become immediately exercisable. If an optionee's service
ceases for any reason, such exercisable Formula Award options may be exercised
by the optionee within three (3) months after such cessation of service.
If an optionee shall die within such three month period, or if cessation of
his or her service shall have been due to such optionee's death, such Formula
Award options may be exercisable at any time within one year after such death by
the optionee's executor or administrator or by his or her distributee to whom
such Formula Award Options may have been transferred by will or by the laws of
descent and distribution. The effects of cessation of an optionee's service as a
director on the exercisability of a Discretionary Award Option shall be
determined by the Board, in its sole discretion, and shall be set forth in the
option agreement evidencing such Discretionary Award Option; provided, however,
that the cessation of service terms with respect to any Discretionary Award
option shall be no more favorable than those set forth herein with respect to
Formula Award Options. The foregoing provisions shall not extend the period
during which an option may be exercised beyond the date it expires by its terms.
TAX EFFECTS OF PLAN PARTICIPATION
NPI presently anticipates that options granted pursuant to the Plan will be
either "non-qualified" or "incentive stock" options.
Non-qualified Options will not result in any taxable income to the optionee
or deduction to NPI at the time they are granted. In general, the holder or
non-qualified Option will realize taxable ordinary compensation income at the
time of the exercise to the option in an amount measured by the excess of the
fair market value of the shares at that time over the option price. The tax
basis to the optionee for non-qualified option shares acquired will be the
option price plus such taxable ordinary compensation income and when the
optionee disposes of the shares capital gain or loss will be recognized, either
long or short term, depending on the holding period of the shares.
The amount included in the income of the optionee of non-qualified options
as ordinary taxable income determines the amount of the deduction to which is
NPI entitled.
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Options which are incentive stock options will not result in taxable income
to the optionee or a deduction to NPI at the time granted nor at the time
exercised if holding period requirements are observed. If these holding
requirements are met, the optionee will receive capital gain treatment and NPI
no deduction. If these holding requirements are not met, in general, the
optionee has ordinary taxable income and NPI a deduction measured by the excess
of the fair market value of the shares at the time of exercise or disqualifying
sale over the option price, whichever produces a lesser gain.
The tax basis to the optionee for shares acquired on exercise of an option
that is an incentive stock option will be the fair market value at the date the
option was granted. The difference between the fair market value at the date of
exercise and the option price of the incentive stock option will be an item of
tax preference. Thus, it will have to be included when making the alternative
minimum tax calculation for the year in which the incentive stock option was
exercised.
LEGAL OPINION
The validity of NPI's Common Stock offered under this prospectus has been
passed upon for NPI by Carlton E. Langer Esq., Secretary of NPI. Mr. Langer
beneficially owns shares of NPI Common Stock.
ADDITIONAL INFORMATION
From time to time, NPI may update or supplement this Prospectus by issuing
amendments or supplements in the form of appendices. These documents constitute
an integral part of this Prospectus . NPI will also deliver copies of NPI's
annual report, proxy statement and other communications distributed to
shareholders of NPI. Certain information contained in these documents also
updates this Prospectus. All of these documents and the documents incorporated
by reference are available to you by contacting Jim Cate, Executive Vice
President, Chief Financial Officer, Treasurer and Assistant secretary at
National Processing, Inc., One Oxmoor Place, 101 Bullitt Lane, Suite 450,
Louisville, Kentucky 40222, telephone number (502) 326-7050.
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE OFFERING MADE HEREBY. IF GIVEN OR MADE, NO SUCH INFORMATION OR
REPRESENTATIONS MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED BY NPI. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY, AND THERE SHALL NOT BE ANY SALE OF, THESE SECURITIES BY ANY PERSON IN ANY
JURISDICTION IN WHICH IT IS UNLAWFUL FOR THAT PERSON TO MAKE SUCH AN OFFER,
SOLICITATION OR SALE. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Available Information......................... 2
Incorporation of Certain Documents by
Reference.................................. 2
The Company................................... 2
Plan Information.............................. 3
Legal Opinion................................. 6
Additional Information........................ 6
</TABLE>
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NATIONAL PROCESSING, INC.
NATIONAL PROCESSING, INC.
NONEMPLOYEE DIRECTORS
STOCK OPTION PLAN
200,000 SHARES
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PROSPECTUS
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MAY 21, 1998
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
*The information called for by Part I of Form S-8 is currently included in the
description of the National Processing, Inc. Nonemployee Directors Stock Option
Plan to be delivered to eligible persons under the Plan and is not being filed
with or included in this S-8 in accordance with Rule 428 under the Securities
Act of 1933, as amended, and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
National Processing, Inc. ("NPI") hereby incorporates in this
Registration Statement by reference its Annual Report on Form 10-K for the year
ended December 31, 1997, its Quarterly Report Form 10-Q dated on May 15, 1998
and its Current Reports on Form 8-K dated January 8, 1998 and January 23, 1998,
the description of NPI common stock set forth in the Amended Articles of
Incorporation of the Registrant, (filed as Exhibit 3.1 to Registration Statement
No. 333-05507), each as filed with the Commission pursuant to the Exchange Act.
All documents filed by NPI pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Registration Statement shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the respective dates of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that such statement is modified or
superseded by a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
THIS REGISTRATION STATEMENT INCORPORATES DOCUMENTS OF NPI BY REFERENCE
WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THE NPI DOCUMENTS (OTHER
THAN CERTAIN EXHIBITS TO ANY SUCH DOCUMENTS) ARE AVAILABLE TO ANY PERSON TO WHOM
A COPY OF THIS REGISTRATION STATEMENT HAS BEEN DELIVERED UPON WRITTEN OR ORAL
REQUEST TO ATTENTION: JIM W. CATE, EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL
OFFICER, TREASURER AND ASSISTANT SECRETARY, TELEPHONE NUMBER (502) 326-7050 AND
WILL BE FURNISHED WITHOUT CHARGE.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the shares of NPI common stock has been passed upon for
NPI by Carlton E. Langer, Secretary of NPI.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
NPI shall indemnify, to the full extent permitted by Ohio law, any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a member of the Board of Directors or an officer, employee or agent of NPI,
or is or was serving at the request of NPI as director, trustee, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise. NPI shall pay, to the full extent of Ohio Revised Code
Section 1701.13, expenses, including attorney's fees, incurred by a member of
the Board of Directors in defending such action, suit or proceeding as they are
incurred, in advance of the final disposition thereof, and may pay, in the same
manner and to the full extent permitted under Ohio law, such expenses incurred
by any other person.
NPI may, to the full extent permitted by Ohio law and authorized by the
Board of Directors, purchase and maintain insurance or furnish similar
protection, including but not limited to trust funds, letters or credit or
self-insurance, on behalf of or for any persons aforementioned against any
liability asserted against and incurred by any such person in any such
capacity, or arising out of his status as such, whether or not NPI would have
the power to indemnify such person against such liability. Insurance may be
purchased from or maintained with a person in which NPI has a financial
interest.
NPI may enter into agreements with any persons whom NPI may indemnify
under the by-laws in accordance with Ohio law and undertake thereby to
indemnify such persons and to pay expenses incurred by them in defending any
action, suit or proceeding against them.
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ITEM 8. EXHIBITS
The following Exhibits are filed as part of this Registration Statement:
4.1 Specimen Certificate for the NPI Common Stock without par value, of
the Registrant (filed as Exhibit 4.1 to Registration Statement No.
333-05507 dated July 18, 1996 and incorporated herein by reference).
4.2 Registration Right Agreement between Registrant and National City
Corporation, dated July 16, 1996 (filed as Exhibit 4.2 to
Registration Statement No. 333-05507 dated July 18, 1996 and
incorporated herein by reference).
4.3 Form of National Processing, Inc. Nonemployee Directors Stock Option
Plan. (filed as Exhibit 4.3).
5.1 Opinion of Carlton E. Langer as to the legality of the NPI common
being registered (filed as Exhibit 5.1).
23.1 Consent of Ernst & Young LLP, Independent Auditors for NPI (filed as
Exhibit 23.1).
23.2 Consent of Carlton E. Langer (included in his opinion filed as
Exhibit 5.1 to this Registration Statement and incorporated herein
by reference).
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24.1 Power of Attorney (filed as Exhibit 24.1).
ITEM 9. UNDERTAKINGS
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:
(1) 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. 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 and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective 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;
(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.
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 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.
"The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information."
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 provisions described in Item 15 above, 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.
3
<PAGE> 13
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-8 AND HAS DULY CAUSED THIS FORM S-8
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THERETO
DULY AUTHORIZED, IN THE CITY OF LOUISVILLE, COMMONWEALTH OF KENTUCKY, ON THE
21TH DAY OF MAY, 1998.
NATIONAL PROCESSING INC.
By /s/ Jim W. Cate
--------------------------
Jim W. Cate
Executive Vice President,
Chief Financial Officer,
Treasurer and Assistant
Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
S-8 REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- ------------------------------ ------------------
<S> <C> <C>
Robert E. Showalter* President and Chief Executive May 21, 1998
Officer (Principal Executive
Officer)
James R. Bell, III* Director May 21, 1998
Christos M. Cotsakos* Director May 21, 1998
Aureliano Gonzalez-Baz* Director May 21, 1998
Preston B. Heller, Jr. Director
Jeffrey D. Kelly* Director May 21, 1998
Robert G. Siefers* Director May 21, 1998
</TABLE>
<PAGE> 14
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- ------------------------------ ------------------
<S> <C> <C>
</TABLE>
*Carlton E. Langer, Secretary, the undersigned attorney-in-fact, by signing
his name below, does hereby sign this S-8 Registration Statement on behalf
of each of the above-indicated officers and directors of NPI (constituting a
majority of the directors) pursuant to a power of attorney executed by such
persons.
By /s/ CARLTON E. LANGER
Carlton E. Langer,
Secretary May 21, 1998
May 21, 1998
<PAGE> 1
EXHIBIT 4.3
NATIONAL PROCESSING, INC.
NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
1. a) GENERAL PLAN INFORMATION. The purpose of the National Processing,
Inc. Nonemployee Directors Stock Option Plan (the "Plan") is to attract, retain
and compensate highly qualified individuals who are not current employees of
National processing, Inc. (the "Company") as members of the board of Directors
and to enable them to increase their ownership of shares of common stock,
without par value, of the company ("Common Stock") . The Plan will be beneficial
to the Company and its shareholders since it will allow these directors to have
a greater personal financial stake in the Company through the ownership of
Common Stock, in addition to underscoring their common interest and
identification with stockholders in increasing the value of Common Stock.
2. b) SECURITIES TO BE OFFERED. The total number of shares of Common
Stock with respect to which options may be granted under the Plan shall not
exceed 200,000 (as adjusted pursuant to Section 7 hereof). Shares unissued
exercise of options granted under the Plan may be either authorized and unissued
shares, treasury shares, or any combination thereof. In the event that any
option granted under the Plan shall terminate, expire or, with the consent of
the optionee, be cancelled as to any shares of Common Stock, without having
been exercised in full, new options may be granted with respect to such shares
without again being charged against the maximum share limitations set forth
above in this Section 2.
3. ADMINISTRATION. The Plan shall be administered by the Board of
Directors (the "Board") who may from time to time delegate all or any part of
its authority under the Plan to a committee of not less than three Directors
appointed by the Board. To the extent of such delegation, references in the Plan
to the Board shall also refer to tie appropriate committee.
The Board, from time to time, may adopt rules and regulations for
Carrying out the provisions and purposes of the Plan. The interpretation and
construction by the Board of any provisions of and the determinate on of any
questions arising under, the Plan, any such rule or regulation, or any agreement
evidencing options under the Plan, shall be final, binding and conclusive on all
persons interested in the Plan. The Secretary of the Company shall be authorized
to implement the Plan in accordance with its terms and to take such actions of a
ministerial nature as shall be necessary to effectuate the intent and purposes
hereof. The validity, construction and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in accordance with the
laws State of Ohio without regard to its conflicts of law Principles.
<PAGE> 2
c) EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN. All members of the
Company's Board who are not current employees of the Company, any of its
subsidiaries, or any of its affiliates except for former employees of the
Company at the time of option award ("Nonemployee Directors") are eligible
to participate in the Plan.
d) PURCHASES OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR
SECURITIES OFFERED. TYPES OF OPTIONS. All options granted under the Plan shall
be non-statutory options not intended to qualify under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"). Each option granted
under the Plan shall provide that such option will not be treated as an
"incentive stock option," as that term is defined in Section 422 of the
Code.
(a) FORMULA AWARDS. Option to purchase 25,000 shares of
Common Stock as adjusted pursuant to Section 7 hereof) shall be
granted to each Nonemployee Director who neither is an employee of
National City Corporation or any of its affiliates nor has been
previously employed by the Company ("Nonaffiliated Director") upon
election to the Company's Board ("Automatic Initial Awards"). Any
Nonaffiliated Director who is so elected Within ten days following
consummation of the Offering will receive Automatic Initial Awards to
purchase Common Stock are the initial public offering price ("IPO
Price"), and Nonaffiliated Directors elected after such ten-day period
will receive such awards at the Fair Market Value (as defined below)
per share of the Common Stock. Options to purchase 2,500 shares of
Common Stock shall be granted automatically to each Nonaffiliated
Director on the first Friday following each of the Company's Annual
meetings of Shareholders ("Automatic Annual Awards"). The Automatic
Initial Awards and the Automatic Annual Awards are collectively
referred to herein as the "Formula Awards." No Nonemployee Director
who previously has been employed by the Company shall be eligible to
receive Formula Awards under the Plan.
(b) DISCRETIONARY AWARDS. The Board, in its sole
discretion, shall determine Nonemployee Directors who previously have
been employed by the Company or any of its subsidiaries to whom
options (other than Formula Awards) shall be granted, the time or
times when they shall be granted and the number of shares to be
covered by each option so granted (hereinafter referred to as
"Discretionary Awards"). No Nonemployee Director who is eligible to
receive Formula Awards shall be eligible to receive Discretionary
Awards under the Plan.
(2) TERMS AND CONDITIONS OF OPTIONS. All options approved by the Board
under the Plan shall be evidenced by stock option agreements in writing
(hereinafter referenced to as "Option Agreements"), in such form as the Board
may from time to time approve, executed on behalf of the Company by the Chairman
of the Board or President of the Company. Each option Agreement shall be subject
to the Plan, and, in addition to such other terms and conditions as the Board
may deem desirable, shall provide in substance as follows:
(a) PURCHASE PRICE. The purchase price per share of Common
Stock for which each option is exercisable shall be equal to 100% of
the fair market value of a share of Common Stock as of the
- 2 -
<PAGE> 3
date such option is granted ("Fair Market Value"), except for options granted
prior to or within ten days following consummation of the Company's initial
public offering of Common Stock, which will be at an option price per share
equal to the IPO Price. Such Fair Market Value shall be the last sale price of
Common Stock on the date next preceding such date as reported on the New York
Stock Exchange Composite Tape or, in the event that no sale shall have taken
place on the New York Stock Exchange on such next preceding day, the last sale
price of Common Stock on the next preceding day on which there was a sale as
reported on the New York Stock Exchange Composite Tape, or if the Common Stock
is no longer traded on the New York Stock Exchange, the fair market value on
such date as determined by the Board in accordance with applicable law and
regulations. The option price shall be subject to adjustment as provided in
Section 7 hereof.
(b) EXERCISABILITY AND TERM OF OPTIONS. Subject to Section 6(c) hereof,
each option granted under the Plan shall be exercisable to the extent of
one-third of the shares covered thereby on each of the first through third
anniversaries of the date of grant. Each option granted under the Plan shall
expire 10 years from the date of grant and shall be subject to earlier
termination as hereinafter provided. If a Nonemployee Director subsequently
becomes an employee of the Company while remaining a member of the Board, any
options held under the Plan by such individual at the time of such commencement
of employment shall, affected thereby.
(c) MANNER OF EXERCISE. Each Option Agreement shall provide that any
option therein granted shall be exercisable only by giving in each case written
notice of exercise, accompanied by full
- 3 -
<PAGE> 4
payment of the purchase price either (i) in cash (including check, bank
draft or money order, or wire or other transfer of funds, or advice of credit to
the Company); (ii) in shares of Common Stock with a Fair Market Value equal to
the purchase price of a combination of cash and shares of Common Stock which in
the aggregate are equal value to such purchase price; or (iii) from the proceeds
of a sale through a broker on the date of exercise of some or all of the shares
of Common Stock to which the exercise relates.
(e) Nontransferability. Each Option Agreement shall provide at any
option therein granted is not transferable by the optionee her than by will or
by the laws of descent and distribution and that, during the lifetime of the
optionee, such option may be exercised only by the optionee or such optionee's
legal representative.
(f) Cessation of Services. Except as hereinafter set forth, no shall be
exercisable after the date of cessation of an optionee's service as a director
of the Company. Upon the death of an optionee at any time or upon cessation of
service six months or more after the date of grant, all of the then outstanding
Formula Award options of such optionee shall become immediately exercisable. If
an optionee's service ceases for any reason, such exercisable Formula Award
options may be exercised by the optionee within three months after such
cessation of service. If an optionee shall die within such three-month period,
or if cessation of his or her service shall have been due to such optionee's
death, such Formula Award options may be exercised at any time within one year
after such death by the optionee's executor or administrator or by his or her
distributes to whom such Formula Award options may have been transferred by
will or by the laws of descent and distribution. The effects of cessation of an
optionee's service as a director on the exercisability of a Discretionary Award
option shall be determined by the Board, in its sole discretion, and shall be
set forth in the option agreement evidencing such Discretionary Award option;
provided, however, that the cessation of service terms with respect to any
Discretionary Award option shall be no more favorable than those set forth
herein with respect to Formula Award options. The foregoing provisions shall not
extend the period during which an option may be exercised beyond the date it
expires by its terms.
(3) ADJUSTMENT UPON CHANGES IN STOCK. The Board shall make or provide
adjustments in the option price and in the number of kind of shares or other
securities covered by outstanding options as the Board in its sole discretion,
exercised in good faith, shall determine is equitably required to prevent
dilution or enlargement of rights of optionees that would otherwise result from
(a) any stock dividend, stock split, combination of shares, issuance of rights
or warrants to purchase stock, recapitalization or other changes in the capital
structure of the Company, (b) any merger, consolidation, reorganization or
partial or complete liquidation, or (c) any other corporate transaction or event
having an effect similar to any of the foregoing. The Board also shall make or
provide for such adjustments in the number or kind of shares of the Company's
Common Stock or other securities which may be acquired pursuant to options
granted under this Plan and the number of such securities to be awarded to each
optionee as the Board in its sole discretion, exercised in good Faith, shall
determine is appropriate to reflect any transaction or event described in the
preceding sentence. The determination of the Board as to what adjustments shall
be made, and the extent thereof, shall be final, binding and conclusive.
(4) FRACTIONAL SHARES. No fractional shares shall be issued Pursuant
options granted hereunder, the any fractional share resulting from an adjustment
pursuant to Section 7 hereof shall be eliminated.
(5) GOVERNMENT REGULATIONS. The Plan, the grant and exercise of options
hereunder, and the Company's obligation to sell and deliver shares of Common
Stock pursuant to any such exercise, shall be subject to all applicable federal
and state laws, rules and regulations and to such approvals by any regulatory or
government agency as shall be required. The Company shall not be required to
issue or deliver any certificate or certificates for shares of its Common Stock
prior to the admission of such shares to listing on any stock exchange or
national market system on which the stock shall then be listed or quoted and
- 4 -
<PAGE> 5
(b) the completion of any registration or other qualification of such shares
under any state or federal law or rulings or regulations of any government body,
which the Company shall, in its sole discretion, determine to be necessary
advisable.
(6) TERM OF THE PLAN. The Plan shall become effective immediately
following approval by the sole shareholder of the Company. The period during
which option grants shall be made under the Plan shall terminate within 10
years from the effective date. Termination of the Plan, however, shall not
affect outstanding options which have been granted prior to such termination,
and all unexpired options shall continue in full force and operation after
termination of the Plan, except as they shall lapse or terminate by their own
terms and conditions and the terms of the Plan shall continue to apply to such
options.
(7) AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN. The Board at any
time and from time to time may suspend or terminate the Plan or revise or amend
the Plan in any respect whatsoever; provided, however, that if and to the extent
required by Rule 16b-3 promulgated under Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") or by any comparable or
successor exemption under which the Board believes it is appropriate for the
Plan to qualify, no amendment shall be effective without the approval of the
shareholders of the Company, that (i) except as described in Section 7
materially increases the number of shares of Common Stock that may be issued
under the Plan, (ii) materially increases the benefits accruing to individuals
pursuant to the Plan, (iii) materially modifies the requirements as to
eligibility for participation in the Plan; and provided, further, however, if
and to the extent required by Rule 16b-3 promulgated under Section 16(b) of the
Exchange Act or by any comparable or successor exemption under which the Board
believes it is appropriate for the Plan to qualify, the provisions of the Plan
may not be amended more than once every six months, other than to comply with
changes in the Code, the Employee Retirement Income Security Act of 1974, as
amended or the rules thereunder. No action may, without consent of a
participant, reduce the participant's rights under any previously granted and
outstanding option.
(8) COMPLIANCE WITH RULE 16b-3. The Plan is initially intended to
comply with Rule 16b-3 as in effect on and after May 1991. Unless otherwise
determined by the Board or otherwise required by applicable law, Rule 16b-3 as
promulgated in Release No. 34-37260 dated May 31, 1996 shall apply to the Plan
on and after August 15, 1996.
(9) NO RIGHT TO CONTINUE AS DIRECTOR. Neither the Plan, nor the
granting of an option nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, express or implied,
that a director has a right to continue as a director for any period of time, or
at any particular rate of compensation.
- 5 -
<PAGE> 1
Exhibit 5.1
May 21, 1998
National Processing Inc.
One Oxmoor Place
101 Bullitt Lane, Suite 750
Louisville, Kentucky 40222
Re: Shares of Common Stock, without par value, of National Processing Inc.
("NPI Common") to be Registered in connection with the Form S-8
Registration Statement
Gentlemen:
I am delivering this opinion in connection with the National Processing,
Inc. Nonemployee Directors Stock Option Plan.
I have examined such documents, records and matters of law as I have
deemed necessary for purposes of this opinion, and based thereon I am of the
opinion that the NPI Common which may be issued will be, when issued, validly
issued, fully paid and non-assessable.
We hereby consent to the NPI filing of this opinion as to the Form S-8
Registration Statement by NPI to effect registration of the NPI Common issued in
connection with the National Processing, Inc. Nonemployee Directors Stock Option
Plan, and to the reference to me under the caption "LEGAL OPINIONS" in the
prospectus comprising a part of such Registration Statement.
Very truly yours,
/s/ Carlton E. Langer
Carlton E. Langer
National Processing, Inc.
Secretary
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the National Processing, Inc. Nonemployee Directors Stock
Option Plan of our report dated February 20, 1998, with respect to the
consolidated financial statements of National Processing, Inc. included in its
Annual Report on Form 10-K for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Cleveland, Ohio
May 21, 1998
<PAGE> 1
Exhibit 24.1
DIRECTORS AND OFFICERS OF
NATIONAL PROCESSING, INC.
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
The undersigned Directors and Officers of National Processing, Inc., an
Ohio corporation (the "Corporation"), hereby constitute and appoint David L.
Zoeller, Carlton E. Langer and Thomas A. Richlovsky, and each of them, with full
power of substitution and resubstitution, as attorneys or attorney to sign for
us and in our names, in the capacities indicated below, under the Securities Act
of 1933, as amended, a Registration Statement on Form S-8 relating to the
registration of the shares of Common Stock, without par value, of the
Corporation to be issued pursuant to Option Rights which have been or may be
granted under the National Processing, Inc. 1996 Non-Employee Directors Stock
Option Plan, and any and all amendments and exhibits thereto, including
post-effective amendments, and any and all applications or other documents to be
filed with the Securities and Exchange Commission pertaining thereto, with full
power and authority to do and perform any and all acts and things whatsoever
required and necessary to be done in the premises, as fully to all intents and
purposes as we could do if personally present, hereby ratifying and approving
the acts of said attorneys, and any of them, and any such substitute.
EXECUTED this 21st day of May, 1998.
/s/ James R. Bell, III
- ------------------------------------- Director
James R. Bell, III
/s/ Christos M. Cotsakos
- ------------------------------------- Director
Christos M. Cotsakos
/s/ Aureliano Gonzalez-Baz
- ------------------------------------- Director
Aureliano Gonzalez-Baz
- ------------------------------------- Director
Preston B. Heller, Jr.
/s/ Jeffrey D. Kelly
- ------------------------------------- Director
Jeffrey D. Kelly
/s/ Robert E. Showalter
- ------------------------------------- Director
Robert E. Showalter
/s/ Robert G. Siefers
- ------------------------------------- Director
Robert G. Siefers
