As filed with the Securities and Exchange Commission on October 30, 1998
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ROYAL PRECISION, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
06-1453896
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(I.R.S. Employer Identification No.)
15170 North Hayden Road, Suite No. 1, Scottsdale, AZ 85260
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(Address of Principal Executive Offices) (Zip Code)
Royal Precision, Inc. Stock Option Plan
---------------------------------------
(Full Title of the Plan)
with a copy to:
Robert S. Schwartz, Esq.
Kenneth J. Warren, Esq. c/o Benesch, Friedlander, Coplan & Aronoff
5920 Cromdale Drive 88 East Broad Street, Suite 900
Dublin, Ohio 43017 Columbus, Oh 43215-3506
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(Name and Address of Agent For Service)
614-487-1966
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Telephone Number, Including Area Code, of Agent For Service.
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered per share* offering price* fee
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Common Stock,
$.001 par value 750,000 $4.1875 - $ 4.75 $3,170,313 $881.35
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* The proposed maximum offering price per share is based upon the range of
prices at which options may be exercised pursuant to paragraph (h) of Rule
457 as follows: 5,000 shares under option at $4.50; 50,000 shares under
option at $4.75; and 695,000 shares at $4.1875, the average of the high and
low prices as reported by the Nasdaq Stock Market on October 27, 1998.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents below are incorporated by reference in this registration
statement; and all documents subsequently filed by Royal Precision, Inc., a
Delaware corporation (the "Registrant") pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to
the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents.
(a) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A (Commission File No.
000-22889), including any amendment or report filed for the purpose of
updating such description.
(b) Prospectus dated August 18, 1997 (Registration Statement No.
333-28841), filed by Registrant pursuant to Rule 424(b) of the
Securities Act of 1933.
(c) The Registrant's Annual Report on Form 10-KSB for the year ended May
31, 1998.
(d) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of fiscal year ended May 31, 1998.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock of the Registrant issuable under the Plan
will be passed upon for the Registrant by Kenneth J. Warren, Esq., Dublin, Ohio.
Mr. Warren is the beneficial owner of 349,354 shares of Registrant's Common
Stock (which includes options to purchase 15,323 shares exercisable within 60
days) and is a director and Secretary of Registrant. The Company paid legal fees
of $209,893 to Kenneth J. Warren during the fiscal year ended May 31, 1998.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the General Corporation Law of the State of Delaware
("Section 145") provides that directors and officers of Delaware corporations
are entitled, under certain circumstances, to be indemnified against expenses
(including attorneys' fees) and other liabilities actually and reasonably
incurred by them as a result of any suit brought against them in their capacity
as a director or officer, if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeeding, if they
had no reasonable cause to believe their conduct was unlawful. Section 145 also
provides that directors and officers may also be indemnified against expenses
(including attorneys' fees) incurred by them in connection with a derivative
suit if they acted in good faith and in a manner they reasonably believed to be
in or not opposed to the best interests of the corporation, except that no
indemnification may be made without court approval if such person was adjudged
liable to the corporation.
Article V of the Registrant's By-laws has provisions requiring the
Registrant to indemnify its officers, directors, employees and agents which are
in substantially the same language as Section 145.
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<PAGE>
Article Nine, section (b), of the Registrant's Certificate of
Incorporation further provides that no director will be personally liable to the
Registrant or its stockholders for monetary damages of for any breach of
fiduciary duty except for acts or omissions not in good faith or involving
intentional misconduct or a knowing violation of law, pursuant to Section 174 of
the Delaware General Corporation Law (which imposes liability in connection with
the payment of certain unlawful dividends, stock purchases or redemptions), or
any amendment or successor provision thereto, or for any transaction from which
the director derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following Exhibits are filed as part of this Registration Statement:
(4) Instruments Defining the Rights of Security Holders.
4.1 See Articles FOUR, FIVE and SEVEN of the Amended and Restated
Certificate of Incorporation of the Registrant (incorporated by
reference to Annex IV to the Prospectus in Part I of registration
statement on Form S-4, No. 333-28841 (the "Form S-4").
4.2 See Article I, Sections 2.1 and 2.2 of Article II and Section 7.3 of
Article VII of the By-Laws of Registrant (incorporated by reference to
Exhibit 3.2 of the Form S-4).
(5) Opinion re Legality.
5.1 Opinion of Kenneth J. Warren, Esq. as to the validity of the Common
Stock being registered hereunder.
(23) Consents of Experts and Counsel.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Kenneth J. Warren, Esq. is set forth as part of Exhibit 5.1
above.
(24) Powers of Attorney.
24.1 Powers of Attorney.
24.2 Certified copy of resolution of Registrant's Board of Directors
authorizing officers and directors signing on behalf of the Registrant
to sign pursuant to a power of attorney.
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<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) reflect in the prospectus any facts or events which,
individually or together, 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 end 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 a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) include any additional or changed material information on
the plan of distribution.
NOTE. Registrants do not need to give the statements in paragraphs
(a)(1)(i) and (a)(1)(ii) of this item if the registration statement is
on Form S-3 or Form S-8, and the information required in a
post-effective amendment is incorporated by reference from periodic
reports filed by the registrant under the Exchange Act.
(2) for determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act 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.
(e) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities 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 Securities Act and
will be governed by the final adjudication of such issue.
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<PAGE>
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Scottsdale, State of Arizona, this 30th day of
October, 1998.
ROYAL PRECISION, INC.
(Registrant)
By: /s/ Thomas A. Schneider
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Thomas A. Schneider, Chief Operating
Officer and Principal Financial Officer
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 October 30, 1998.
Signature Title
--------- -----
/s/ Thomas A. Schneider President, Chief Operating Officer and
- ----------------------------- Principal Financial Officer (principal
Thomas A. Schneider executive officer and principal financial
officer)
/s/ David E. Johnston* Director, Executive Vice President
- -----------------------------
David E. Johnston
/s/ Richard P. Johnston* Director
- -----------------------------
Richard P. Johnston
/s/ Kenneth J. Warren* Director, Secretary
- -----------------------------
Kenneth J. Warren
/s/Ronald L. Chalmers* Director, Executive Vice President
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Ronald L. Chalmers
/s/ Raymond J. Minella* Director, Chairman of the Board
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Raymond J. Minella
/s/ Danny Edwards* Director, Vice Chairman of the Board
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Danny Edwards
/s/ Robert G. J. Burg, II* Director
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Robert G. J. Burg, II
/s/ Leslie Reesing* Director
- -----------------------------
Leslie Reesing
/s/ Lawrence Bain* Director
- -----------------------------
Lawrence Bain
* Thomas A. Schneider, by signing his name hereto, does sign this document on
behalf of the person indicated above pursuant to a Power of Attorney duly
executed by such person.
By: /s/ Thomas A. Schneider
-------------------------------------
Thomas A. Schneider, Attorney-in-fact
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<PAGE>
EXHIBIT INDEX
PAGE IN
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION COPY
- ------ ----------- ----
4.1. Amended and Restated Certificate of Incorporation of the *
Registrant.
4.2. Amended and Restated By-Laws of the Registrant. *
5.1. Opinion of Kenneth J. Warren, Esq., as to the validity of the 7
Common Stock being registered hereunder.
23.1. Consent of Arthur Andersen LLP. 9
23.2. Consent of Kenneth J. Warren, Esq., is set forth as part of
Exhibit 5.1 above.
24.1. Powers of Attorney. 10
24.2. Certified copy of resolution of Registrant's Board of 20
Directors authorizing officers and directors signing on behalf
of the Registrant to sign pursuant to a power of attorney.
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* Incorporated by reference
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EXHIBIT 5.1
LAW OFFICES OF
KENNETH J. WARREN
5920 CROMDALE DRIVE, SUITE 1 * DUBLIN, OHIO 43017
(614) 766-1960 * FAX (614) 766-1974
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October 30, 1998
Royal Precision, Inc.
15170 North Hayden Road, Suite 1
Scottsdale, AZ 85260
Gentlemen:
You have requested my opinion in connection with the issuance of up to
750,000 shares of Common Stock, $.001 par value (the "Common Stock") of Royal
Precision, Inc., a Delaware corporation (the "Company"), under the Royal
Precision, Inc. 1997 Stock Option Plan (the "Plan").
I have examined and relied upon the following documents and instruments
for the purpose of giving this opinion which, to my knowledge and in my
judgment, are all of the documents and instruments that are necessary for me to
examine for such purpose.
i. The corporate minute books of the Company, including copies of the
Company's Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws.
ii. The Plan; and
iii. A Certificate of an officer of the Company as to certain factual
matters (the "Officer's Certificate").
Whenever I have asserted knowledge in giving my opinion on any matter
which involves a question of fact, my knowledge is the result of the examination
of the data contained in the corporate minute books of the Company, information
contained in the Officer's Certificate and such other matters regarding the
Company as have come to my attention from time to time.
In giving my opinion, I have assumed, without investigation, the
authenticity of any document or instrument submitted to me as an original, the
conformity to the authentic original of any document or instrument submitted to
me as a certified, conformed or photostatic copy, the genuineness of all
signatures on such originals or copies and the authority and capacity of each
signatory.
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<PAGE>
Royal Precision, Inc.
October 30, 1998
Page 2
Based upon the foregoing, I am of the opinion that when the shares of
Common Stock issuable under the Plan have been duly issued and delivered, they
will be validly issued, fully paid and nonassessable.
The opinion set forth above is subject to the following qualifications:
A. No opinion is expressed herein as to the application of any state
securities or Blue Sky laws.
B. I am qualified to practice law in the State of Ohio, and nothing
contained herein shall be deemed to be an opinion as to any law other than the
law of the State of Ohio, the corporate law of the State of Delaware and the
federal law of the United States.
C. The opinion set forth herein is expressed as of the date hereof, and I
do not have any obligation to advise you of any changes, after the date hereof,
in the facts or the law upon which this opinion is based.
D. I consent to the reference to my name under the caption "Interests of
Named Experts and Counsel" in the Registration Statement on Form S-8 filed with
the Securities and Exchange Commission to register the shares issuable under the
Plan and to the use of my opinion as an exhibit to the Registration Statement.
In giving these consents, I do not admit that I come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
s/ Kenneth J. Warren
Kenneth J. Warren
-8-
EXHIBIT 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated July 2, 1998
included in Royal Precision, Inc.'s Form 10-KSB for the year ended May 31, 1998
and our report dated June 25, 1997 included in Royal Grip, Inc.'s Registration
Statement No. 333-28841 and to all references to our Firm included in this
registration statement.
/S/ Arthur Andersen LLP
Hartford, Connecticut
October 30, 1998
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EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned who is a director or officer of Royal Precision, Inc., a
Delaware corporation (the "Company");
Does hereby constitute and appoint Thomas A. Schneider and Kenneth J. Warren
to be his agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant to
this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be governed
by those laws of the State of Delaware that apply to instruments negotiated,
executed, delivered and performed solely within the State of Delaware.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 1st day of
October, 1998.
/s/ Thomas A. Schneider
-------------------------------
Thomas A. Schneider
-10-
<PAGE>
POWER OF ATTORNEY
The undersigned who is a director or officer of Royal Precision, Inc., a
Delaware corporation (the "Company");
Does hereby constitute and appoint Thomas A. Schneider and Kenneth J. Warren
to be his agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant to
this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be governed
by those laws of the State of Delaware that apply to instruments negotiated,
executed, delivered and performed solely within the State of Delaware.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 1st day of
October, 1998.
/s/ Richard P. Johnston
-------------------------------
Richard P. Johnston
-11-
<PAGE>
POWER OF ATTORNEY
The undersigned who is a director or officer of Royal Precision, Inc., a
Delaware corporation (the "Company");
Does hereby constitute and appoint Thomas A. Schneider and Kenneth J. Warren
to be his agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant to
this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be governed
by those laws of the State of Delaware that apply to instruments negotiated,
executed, delivered and performed solely within the State of Delaware.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 1st day of
October, 1998.
/s/ David E. Johnston
-------------------------------
David E. Johnston
-12-
<PAGE>
POWER OF ATTORNEY
The undersigned who is a director or officer of Royal Precision, Inc., a
Delaware corporation (the "Company");
Does hereby constitute and appoint Thomas A. Schneider and Kenneth J. Warren
to be his agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant to
this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be governed
by those laws of the State of Delaware that apply to instruments negotiated,
executed, delivered and performed solely within the State of Delaware.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 1st day of
October, 1998.
/s/ Lawrence D. Bain
-------------------------------
Lawrence D. Bain
-13-
<PAGE>
POWER OF ATTORNEY
The undersigned who is a director or officer of Royal Precision, Inc., a
Delaware corporation (the "Company");
Does hereby constitute and appoint Thomas A. Schneider and Kenneth J. Warren
to be his agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant to
this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be governed
by those laws of the State of Delaware that apply to instruments negotiated,
executed, delivered and performed solely within the State of Delaware.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 1st day of
October, 1998.
/s/ Ronald L. Chalmers
-------------------------------
Ronald L. Chalmers
-14-
<PAGE>
POWER OF ATTORNEY
The undersigned who is a director or officer of Royal Precision, Inc., a
Delaware corporation (the "Company");
Does hereby constitute and appoint Thomas A. Schneider and Kenneth J. Warren
to be his agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant to
this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be governed
by those laws of the State of Delaware that apply to instruments negotiated,
executed, delivered and performed solely within the State of Delaware.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 1st day of
October, 1998.
/s/ Raymond J. Minella
-------------------------------
Raymond J. Minella
-15-
<PAGE>
POWER OF ATTORNEY
The undersigned who is a director or officer of Royal Precision, Inc., a
Delaware corporation (the "Company");
Does hereby constitute and appoint Thomas A. Schneider and Kenneth J. Warren
to be his agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant to
this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be governed
by those laws of the State of Delaware that apply to instruments negotiated,
executed, delivered and performed solely within the State of Delaware.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 1st day of
October, 1998.
/s/ Kenneth J. Warren
-------------------------------
Kenneth J. Warren
-16-
<PAGE>
POWER OF ATTORNEY
The undersigned who is a director or officer of Royal Precision, Inc., a
Delaware corporation (the "Company");
Does hereby constitute and appoint Thomas A. Schneider and Kenneth J. Warren
to be his agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant to
this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be governed
by those laws of the State of Delaware that apply to instruments negotiated,
executed, delivered and performed solely within the State of Delaware.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 1st day of
October, 1998.
/s/ Danny Edwards
-------------------------------
Danny Edwards
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<PAGE>
POWER OF ATTORNEY
The undersigned who is a director or officer of Royal Precision, Inc., a
Delaware corporation (the "Company");
Does hereby constitute and appoint Thomas A. Schneider and Kenneth J. Warren
to be his agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant to
this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be governed
by those laws of the State of Delaware that apply to instruments negotiated,
executed, delivered and performed solely within the State of Delaware.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 1st day of
October, 1998.
/s/ Leslie Reesing
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Leslie Reesing
-18-
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POWER OF ATTORNEY
The undersigned who is a director or officer of Royal Precision, Inc., a
Delaware corporation (the "Company");
Does hereby constitute and appoint Thomas A. Schneider and Kenneth J. Warren
to be his agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant to
this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be governed
by those laws of the State of Delaware that apply to instruments negotiated,
executed, delivered and performed solely within the State of Delaware.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 1st day of
October, 1998.
/s/ Robert G. J. Burg, II
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Robert G. J. Burg, II
-19-
EXHIBIT 24.2
CERTIFICATE
I, KENNETH J. WARREN, hereby certify that I am the duly elected Secretary
of Royal Precision, Inc., a Delaware corporation (the "Corporation"), and do
further certify that the following resolutions were duly adopted by the Board of
Directors of the Corporation at a meeting duly called and held on September 30,
1998, and that such resolutions have not been amended or rescinded, and are in
full force and effect:
RESOLVED, that each officer or director who may be required to execute the
Registration Statement (whether on behalf of the Company or as an officer or
director thereof or by attesting the seal of the Company or otherwise) be, and
each of them hereby is, authorized to execute a Power of Attorney appointing
Thomas A. Schneider and Kenneth J. Warren, as his true and lawful attorney and
agent to execute in his name, place and stead ( in any capacity) the
Registration Statement and all amendments thereto, and all other documents and
instruments necessary or in connection therewith, to attest the seal of the
Company thereof, and to file the same with the SEC, which attorneys and agents
shall have the full power and authority to do and perform in the name of and on
behalf of each of said officers and directors, or both, as the case may be,
every act whatsoever necessary or advisable to be done in the premises as fully
and to all intents and purposes as such officer or director might or could do in
person;
Dated this 30th day of October, 1998.
/s/ Kenneth J. Warren
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Kenneth J. Warren
-20-
