As filed with the Securities and Exchange Commission
on October 13, 1999 Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------------------------------------
PANAVISION INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3593063
(State of incorporation) (I.R.S. employer identification no.)
6219 DE SOTO AVENUE
WOODLAND HILLS, CALIFORNIA 91367
(Address of principal executive offices)(Zip code)
PANAVISION INC. 1999 STOCK OPTION PLAN
(Full title of the plan)
--------------------------------------------------------
BARRY F. SCHWARTZ, ESQ.
PANAVISION INC.
35 EAST 62ND STREET
NEW YORK, NEW YORK 10021
(212) 572-8600
(Name, address and telephone number, including area code,
of agent for service)
--------------------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered (1) Per Share (2)(3) Price(2) Fee
- ------------------- ------------------ -------------------- ------------------ ------------------
Common Stock,
par value $0.01 1,500,000 (1)(2) (2) $3,730
per share
=================== ================== ==================== ================== ==================
</TABLE>
(1)Pursuant to Rule 416, this Registration Statement also covers such
indeterminable number of additional shares of Common Stock as may be
issuable pursuant to the antidilution provisions of the Panavision Inc.
1999 Stock Option Plan.
(2)Calculated in accordance with Rules 457 (c) and (h) under the Securities
Act of 1933, as amended (the "Securities Act"), solely for the purpose
of calculating the registration fee. The registration fee is calculated
upon the basis of (i) an exercise price of $10 with respect to 1,162,000
shares of Common Stock for which options are being granted and (ii) the
average high and low sales prices on October 8, 1999 with respect to the
338,000 shares of Common Stock for which options have not been granted.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* The information called for in Part I of Form S-8 will be
included in a prospectus to be distributed to participants in the
Panavision Inc. 1999 Stock Option Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the registrant, Panavision Inc., a
Delaware corporation (the "Registrant"), pursuant to the Securities Act and
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this registration statement:
(1) Annual Report on Form 10-K of the Registrant for the year ended
December 31, 1998, filed with the Commission on March 24, 1999.
(2) Quarterly Reports on Form 10-Q of the Registrant for the quarter
ended March 31, 1999, filed with the Commission on May 13, 1999, and for
the quarter ended June 30, 1999, filed with the Commission on August 16,
1999.
(3) Definitive Proxy Statement of the Registrant dated March 31,
1999.
(4) The description of the Common Stock, par value $0.01 per share
(the "Common Stock"), of the Registrant referenced as Item 1 under the
caption "Description of Registrant's Securities to be Registered" in the
Registration Statement on Form 8-A of the Registrant, as filed with the
Commission on October 31, 1996, as amended by Amendment No. 1 thereto on
Form 8-A filed with the Commission on November 20, 1996.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock to be issued in connection
with this Registration Statement will be passed upon for the Registrant by
Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York.
The consolidated financial statements of Panavision Inc. included in
the Registrant's Annual Report on Form 10-K for the year ended December 31,
1998, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon appearing therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein
by reference in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is empowered by Section 145 of the General Corporation
Law of the State of Delaware (the "Delaware Corporation Law"), subject to
the procedures and limitations therein, to indemnify any person against
expenses (including attorney's fees), judgements, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection
with any threatened, pending or completed action, suit or proceeding in
which such person is made a party by reason of such person being or having
been a director, officer, employee or agent of the Registrant or serving or
having served at the request of the Registrant as a director, officer,
trustee, employee or agent or in any other capacity with another
corporation, partnership, joint venture, trust or other enterprise. The
statute provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be
entitled under any by-law, agreement, vote of stockholders or disinterested
director, or otherwise. The Amended and Restated Certificate of
Incorporation and By-laws of the Registrant provide for indemnification by
the Registrant of its directors and officers to the fullest extent
permitted by the Delaware Corporation Law. The Registrant maintains
directors' and officers' liability insurance in amounts, and subject to
deductibles, limitations and exclusions, determined by the Registrant to be
appropriate.
The foregoing statements are subject to the detailed provisions of
the Delaware Corporation Law, the Registrant's Amended and Restated
Certificate of Incorporation and the Registrant's Amended and Restated
By-laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999 filed with the Commission on May 13,
1999).
4.2 Amended and Restated By-laws of the Registrant as currently in
effect (incorporated by reference to Exhibit 3.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999 filed with the Commission on May 13,
1999).
4.3 Form of Certificate for the Registrant's Common Stock
(incorporated by reference to Exhibit 4 to the Registrant's
Registration Statement on Form S-1 No. 333-12235 filed with the
Commission on November 20, 1996).
4.4 Indenture, dated as of February 11, 1998 between PX Escrow
Corp. and The Bank of New York, as amended by First
Supplemental Indenture dated June 4, 1998, among PX Escrow
Corp, the Registrant and The Bank of New York, relating to the
Registrant's 9-5/8% Senior Subordinated Discount Notes due 2006
(incorporated by reference to Exhibits 4.1 and 4.2 to the
Registrant's Registration Statement on Form S-1 No. 333-59363
filed with the Commission on October 8, 1998).
4.5 Registration Rights Agreement, dated as of June 5, 1998,
between PX Holding Corporation and the Registrant (incorporated
by reference to Exhibit 4.5 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1998).
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, regarding
the legality of the Common Stock being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (contained
in the opinion filed as Exhibit 5.1 hereto).
24.1 Powers of Attorney.
99.1 Panavision Inc. 1999 Stock Option Plan (incorporated by
reference to Annex A to the Registrant's definitive Proxy
Statement dated March 31, 1999).
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
A. To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
1. (a) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(b) 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; and
(c) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the Registration
Statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act, (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 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.
C. 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
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.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles, State of California,
on this 11th day of October 1999.
PANAVISION INC.
(Registrant)
By: /s/ John S. Farrand
__________________________
John S. Farrand
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
*
_______________________ Chairman of the Board of October 11, 1999
Ronald O. Perelman Directors and Director
/s/ Joseph P. Page Vice Chairman, Chief October 11, 1999
______________________ Administrative Officer
Joseph P. Page
/s/ John S. Farrand President and Chief October 11, 1999
______________________ Executive Officer and
John S. Farrand Director
/s/ Scott L. Seybold Executive Vice President and October 11, 1999
______________________ Chief Financial Officer
Scott L. Seybold
*
______________________ Director October 11, 1999
Howard Gittis
*
______________________ Director October 11, 1999
James R. Maher
*
______________________ Director October 11, 1999
Martin D. Payson
*
______________________ Director October 11, 1999
William C. Scott
*
______________________ Director October 11, 1999
Kenneth Ziffren
*Joseph P. Page, by signing his name hereto, does hereby execute this
Registration Statement on behalf of the directors and officers of the
Registrant indicated above by asterisks, pursuant to Powers of Attorney
duly executed by such directors and officers and included as exhibits to
the Registration Statement.
By: /s/ Joseph P. Page
________________________
Joseph P. Page
Attorney-in-fact
EXHIBIT INDEX
Exhibit No.
Description of Exhibit
4.1 Amended and Restated Certificate of Incorporation of
the Registrant. (Incorporated by reference to
Exhibit 3.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1999 filed
with the Commission on May 13, 1999).
4.2 Amended and Restated By-Laws of the Registrant as
currently in effect (incorporated by reference to
Exhibit 3.2 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1999 filed
with the Commission on May 13, 1999).
4.3 Form of Certificate for the Registrant's Common Stock
(incorporated by reference to Exhibit 4 to the
Registrant's Registration Statement on Form S-1 No.
333-12235 filed with the Commission on November
20, 1996).
4.4 Indenture, dated as of February 11, 1998 between PX
Escrow Corp. and The Bank of New York, as amended
by First Supplemental Indenture dated June 4, 1998,
among PX Escrow Corp, the Registrant and The Bank
of New York, relating to the Registrant's 9-5/8%
Senior Subordinated Discount Notes due 2006
(incorporated by reference to Exhibits 4.1 and 4.2 to
the Registrant's Registration Statement on Form S-1
No. 333-59363 filed with the Commission on October
8, 1998).
4.5 Registration Rights Agreement, dated as of June 5,
1998, between PX Holding Corporation and the
Registrant (incorporated by reference to Exhibit 4.5 to
the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998).
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP,
regarding the legality of the Common Stock being
registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(contained in the opinion filed as Exhibit 5.1
hereto).
24.1 Powers of Attorney.
99.1 Panavision Inc. 1999 Stock Option Plan (incorporated
by reference to Annex A to the Registrant's definitive
Proxy Statement dated March 31, 1999).
EXHIBIT 5.1
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM]
October 13, 1999
Board of Directors of
Panavision Inc.
6219 De Soto Avenue
Woodland Hills, California 91367
Re: Panavision Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to Panavision Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of 1,500,000
shares (the "Shares") of the Company's Common Stock, par value $0.01 per
share (the "Common Stock"), to be issued pursuant to or reserved for
issuance under the Panavision Inc. 1999 Stock Option Plan (the "Stock
Option Plan").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement on Form S-8 (the "Registration Statement") as filed
with the Securities and Exchange Commission (the "Commission") on October
13, 1999 under the Securities Act; (ii) the Stock Option Plan; (iii) the
Amended and Restated Certificate of Incorporation of the Company as
presently in effect (the "Certificate of Incorporation") and the Amended
and Restated By-Laws of the Company as presently in effect (the "By-Laws");
(iv) certain resolutions of the Board of Directors of the Company dated
March 4, 1999 relating to the adoption of the Stock Option Plan and the
issuance of the Shares; (v) the minutes of the 1999 Annual Meeting of
Stockholders of the Company held May 27, 1999 approving the Stock Option
Plan; and (vi) a specimen certificate representing the Common Stock. We
also have examined originals or copies, certified or otherwise identified
to our satisfaction, of such records of the Company and such agreements,
certificates of public officials, certificates of officers or other
representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a
basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. In making our examination of documents executed or to be
executed by parties other than the Company, we have assumed that such
parties had or will have the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and the
execution and delivery by such parties of such documents and the validity
and binding effect of such documents on such parties. As to any facts
material to the opinions expressed herein which we have not independently
established or verified, we have relied upon statements and representations
of officers and other representatives of the Company and others.
In rendering the opinions set forth below, we have assumed that
prior to the issuance of any Shares, the Company and the relevant optionee
will have duly entered into stock option agreements in accordance with the
board resolutions examined by us.
Members of our firm are admitted to the bar in the State of New
York, and we do not express any opinion as to the laws of any other
jurisdiction other than the General Corporation Law of the State of
Delaware.
Based upon and subject to the foregoing, we are of the opinion
that when (i) the Registration Statement becomes effective; (ii) the
compensation committee appointed by the Board of Directors to administer
the Stock Option Plan (the "Compensation Committee") or the Board of
Directors grants the options pursuant to the Stock Option Plan (the
"Options") and determines the exercise price of the Options; and (iii)
certificates representing the Shares in the form of the specimen
certificates examined by us have been manually signed by an authorized
officer of the transfer agent and registrar for the Common Stock and
registered by such transfer agent and registrar, and delivered to and paid
for by the plan participants at a price per share not less than the price
per share as contemplated by the Stock Option Plan and in accordance with
the terms and conditions of the Stock Option Plan, the issuance and sale of
the Shares will have been duly authorized, and the Shares will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the
Commission as Exhibit 5.1 to the Registration Statement. We also consent to
the reference to our firm under Item 5, Interests of Named Experts and
Counsel, of the Registration Statement. In giving these consents, we do not
thereby admit that we are included in the category of persons whose consent
is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
_______________________________________________
Skadden, Arps, Slate, Meagher & Flom LLP
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to the Panavision Inc. 1999 Stock Option Plan of our
report dated February 16, 1999, with respect to the consolidated financial
statements and schedule of Panavision Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1998, filed with the Securities
and Exchange Commission.
Ernst & Young LLP
October 11, 1999
Los Angeles, California
EXHIBIT 24.1
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Glenn P. Dickes, Joseph P. Page and Barry
F. Schwartz, or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, in connection with
the PANAVISION INC. Registration Statement on Form S-8 under the Securities
Act of 1933, as amended, including, without limiting the generality of the
foregoing, to sign the Registration Statement in the name and on behalf of
the Corporation or on behalf of the undersigned as a director or officer of
the Corporation, and any amendments (including post-effective amendments)
to the Registration Statement and any instrument, contract, document or
other writing, of or in connection with the Registration Statement or
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, including this power of attorney,
with the Securities and Exchange Commission and any applicable securities
exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 11th day of October 1999.
/s/ RONALD O. PERELMAN
__________________________
RONALD O. PERELMAN
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Glenn P. Dickes, Joseph P. Page and Barry
F. Schwartz, or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, in connection with
the PANAVISION INC. Registration Statement on Form S-8 under the Securities
Act of 1933, as amended, including, without limiting the generality of the
foregoing, to sign the Registration Statement in the name and on behalf of
the Corporation or on behalf of the undersigned as a director or officer of
the Corporation, and any amendments (including post-effective amendments)
to the Registration Statement and any instrument, contract, document or
other writing, of or in connection with the Registration Statement or
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, including this power of attorney,
with the Securities and Exchange Commission and any applicable securities
exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 11th day of October 1999.
/s/ JOSEPH P. PAGE
_______________________
JOSEPH P. PAGE
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Glenn P. Dickes, Joseph P. Page and Barry
F. Schwartz, or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, in connection with
the PANAVISION INC. Registration Statement on Form S-8 under the Securities
Act of 1933, as amended, including, without limiting the generality of the
foregoing, to sign the Registration Statement in the name and on behalf of
the Corporation or on behalf of the undersigned as a director or officer of
the Corporation, and any amendments (including post-effective amendments)
to the Registration Statement and any instrument, contract, document or
other writing, of or in connection with the Registration Statement or
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, including this power of attorney,
with the Securities and Exchange Commission and any applicable securities
exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 11th day of October 1999.
/s/ JOHN S. FARRAND
_______________________
JOHN S. FARRAND
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Glenn P. Dickes, Joseph P. Page and Barry
F. Schwartz, or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, in connection with
the PANAVISION INC. Registration Statement on Form S-8 under the Securities
Act of 1933, as amended, including, without limiting the generality of the
foregoing, to sign the Registration Statement in the name and on behalf of
the Corporation or on behalf of the undersigned as a director or officer of
the Corporation, and any amendments (including post-effective amendments)
to the Registration Statement and any instrument, contract, document or
other writing, of or in connection with the Registration Statement or
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, including this power of attorney,
with the Securities and Exchange Commission and any applicable securities
exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 11th day of October 1999.
/s/ SCOTT L. SEYBOLD
________________________
SCOTT L. SEYBOLD
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Glenn P. Dickes, Joseph P. Page and Barry
F. Schwartz, or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, in connection with
the PANAVISION INC. Registration Statement on Form S-8 under the Securities
Act of 1933, as amended, including, without limiting the generality of the
foregoing, to sign the Registration Statement in the name and on behalf of
the Corporation or on behalf of the undersigned as a director or officer of
the Corporation, and any amendments (including post-effective amendments)
to the Registration Statement and any instrument, contract, document or
other writing, of or in connection with the Registration Statement or
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, including this power of attorney,
with the Securities and Exchange Commission and any applicable securities
exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 11th day of October 1999.
/s/ HOWARD GITTIS
_____________________
HOWARD GITTIS
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Glenn P. Dickes, Joseph P. Page and Barry
F. Schwartz, or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, in connection with
the PANAVISION INC. Registration Statement on Form S-8 under the Securities
Act of 1933, as amended, including, without limiting the generality of the
foregoing, to sign the Registration Statement in the name and on behalf of
the Corporation or on behalf of the undersigned as a director or officer of
the Corporation, and any amendments (including post-effective amendments)
to the Registration Statement and any instrument, contract, document or
other writing, of or in connection with the Registration Statement or
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, including this power of attorney,
with the Securities and Exchange Commission and any applicable securities
exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 11th day of October 1999.
/s/ JAMES R. MAHER
______________________
JAMES R. MAHER
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Glenn P. Dickes, Joseph P. Page and Barry
F. Schwartz, or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, in connection with
the PANAVISION INC. Registration Statement on Form S-8 under the Securities
Act of 1933, as amended, including, without limiting the generality of the
foregoing, to sign the Registration Statement in the name and on behalf of
the Corporation or on behalf of the undersigned as a director or officer of
the Corporation, and any amendments (including post-effective amendments)
to the Registration Statement and any instrument, contract, document or
other writing, of or in connection with the Registration Statement or
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, including this power of attorney,
with the Securities and Exchange Commission and any applicable securities
exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 11th day of October 1999.
/s/ MARTIN D. PAYSON
________________________
MARTIN D. PAYSON
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Glenn P. Dickes, Joseph P. Page and Barry
F. Schwartz, or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, in connection with
the PANAVISION INC. Registration Statement on Form S-8 under the Securities
Act of 1933, as amended, including, without limiting the generality of the
foregoing, to sign the Registration Statement in the name and on behalf of
the Corporation or on behalf of the undersigned as a director or officer of
the Corporation, and any amendments (including post-effective amendments)
to the Registration Statement and any instrument, contract, document or
other writing, of or in connection with the Registration Statement or
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, including this power of attorney,
with the Securities and Exchange Commission and any applicable securities
exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 11th day of October 1999.
/s/ WILLIAM C. SCOTT
_________________________
WILLIAM C. SCOTT
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Glenn P. Dickes, Joseph P. Page and Barry
F. Schwartz, or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, in connection with
the PANAVISION INC. Registration Statement on Form S-8 under the Securities
Act of 1933, as amended, including, without limiting the generality of the
foregoing, to sign the Registration Statement in the name and on behalf of
the Corporation or on behalf of the undersigned as a director or officer of
the Corporation, and any amendments (including post-effective amendments)
to the Registration Statement and any instrument, contract, document or
other writing, of or in connection with the Registration Statement or
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, including this power of attorney,
with the Securities and Exchange Commission and any applicable securities
exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 11th day of October 1999.
/s/ KENNETH ZIFFREN
________________________
KENNETH ZIFFREN
