<PAGE>
As filed with the Securities and Exchange Commission on November 17, 1999.
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
PENTON MEDIA, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 36-2875386
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
1100 Superior Avenue, Cleveland, Ohio 44114
(Address of Principal Executive Offices Including Zip Code)
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
Preston L. Vice
Senior Vice President
Penton Media, Inc.
1100 Superior Avenue
Cleveland, Ohio 44114
(Name and Address of Agent For Service)
Telephone: (216) 696-7000
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
Title of Proposed Maxi- Proposed Maxi- Amount of
Securities to Amount to be mum Offering mum Aggregate Registration
be Registered Registered /(1)/ Price Per Share /(2)/ Offering Price /(2)/ Fee
=========================================================================================================
=========================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $0.01 750,000 $17.25 $12,937,500 $3,596.63
par value per share
=========================================================================================================
</TABLE>
================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the
"Securities Act"), this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Penton Media,
Inc. Employee Stock Purchase Plan (the "Plan") in lieu of cash dividends.
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and
Regulations under the Securities Act, on the basis of the average of the
high and low sale prices of such common stock, par value $.01 per share, of
the Registrant (the "Common Stock") on the New York Stock Exchange on
November 15, 1999, within five business days prior to filing.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act. These documents and the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Part II
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents previously filed by Penton Media, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998;
(b) the Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999, June 30, 1999 and September 30, 1999 and the
Registrant's Current Reports on Form 8-K, as filed with the
Commission on: February 8, 1999, April 20, 1999, May 19, 1999, June
11, 1999 and August 10, 1999; and
(c) the description of the Common Stock of the Registrant contained in
the Registration Statement on Form 8-A/A, as filed with the
Commission on March 30, 1999, pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") for purposes of registering such
securities thereunder, as such Registration Statement may have been
and may be amended from time to time.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 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 de-registers all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be part hereof from the date of filing
of such documents.
Item 4. Description of Securities
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 145 of the Delaware General Corporation Law (the "DGCL")
contains provisions permitting (and, in some situations, requiring) Delaware
corporations such as the Registrant to provide indemnification to their officers
and directors for losses and litigation expense incurred in connection with,
among other things, their service to the corporation in those capacities. The
Certificate of Incorporation contains provisions requiring indemnification by
the Registrant of its directors, officers and employees to the fullest extent
permitted by law. Among other things, these provisions provide that the
Registrant is required to indemnify any person who was or is a party or is
threatened to be made a party to any
<PAGE>
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including any action by or in the
right of the Registrant) (a "Proceeding") by reason of the fact that he is or
was a director, officer or employee of the Registrant, or is or was serving at
the request of the Registrant as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise (including
service with respect to any employee benefit plan) against expenses (including
attorneys' fees), judgments, fines, excise taxes under the Employee Retirement
Income Security Act of 1974, as amended, penalties and amounts paid in
settlement actually and reasonably incurred by him in connection with such
Proceeding to the fullest extent permitted by the DGCL, as the same exists or
may be amended (but, in the case of any such amendment, only to the extent that
such amendment permits the Registrant to provide broader indemnification rights
than such law permitted the Registrant to provide prior to such amendment).
These provisions also provide for the advance payment of fees and expenses
reasonably incurred by the director, officer or employee in defense of any such
Proceeding, subject to reimbursement by the director, officer or employee if it
is ultimately determined that such director, officer or employee is not entitled
to be indemnified by the Registrant. The Registrant has entered into agreements
with its directors providing contractually for indemnification consistent with
the Certificate of Incorporation and Bylaws. In addition, the Certificate of
Incorporation authorizes the Registrant to purchase insurance for its directors,
officers and employees insuring them against certain risks as to which the
Registrant may be unable lawfully to indemnify them. The Registrant has obtained
this insurance coverage for its directors, officers and employees as well as
insurance coverage to reimburse the Registrant for potential costs of its
corporate indemnification of directors, officers and employees.
Item 7. Exemption from Registration Claims
----------------------------------
Not Applicable.
Item 8. Exhibits
--------
4.1 Restated Certificate of Incorporation of the Registrant (filed
as Exhibit 3.1 to the Registrant's Registration Statement No.
333-56877 on Form S-1, dated August 5, 1998, and incorporated
herein by reference).
4.2 Amended and Restated By-laws of the Registrant (filed as
Exhibit 3.2 to the Registrant's Registration Statement
No. 333-56877 on Form S-1, dated August 5, 1998, and
incorporated herein by reference).
4.3 Penton Media, Inc. Employee Stock Purchase Plan.
23.1 Consent of PricewaterhouseCoopers LLP with respect to the
Consolidated Financial Statements of Penton Media, Inc.
24 Power of Attorney.
Item 9. Undertakings
------------
(a) 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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(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
<PAGE>
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
-------- -------
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
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 in 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 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
of 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.
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 Cleveland, State of Ohio, on November 17, 1999.
PENTON MEDIA, INC.
By: /s/ Preston L. Vice
-------------------------------
Name: Preston L. Vice
Title: Senior Vice President
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated as of the 17th day of November, 1999.
Signature Title
--------- -----
* Chief Executive Officer and Director
------------------------------------
Thomas L. Kemp (Principal Executive Officer)
* Chief Financial Officer
------------------------------------
Joseph NeCastro (Principal Financial Officer)
* Vice President/Controller
------------------------------------
Charles T. Griesemer (Controller or Principal Accounting
Officer)
* Director
------------------------------------
William C. Donohue
* Director
------------------------------------
Anthony Downs
* Director
------------------------------------
William J. Friend
* Director
------------------------------------
Joan W. Harris
* Director
------------------------------------
King Harris
* Director
------------------------------------
John J. Meehan
* Director
------------------------------------
Daniel J. Ramella
* Director
------------------------------------
Edward J. Schwartz
* Director
------------------------------------
Don E. Schultz
* Director
------------------------------------
Richard B. Swank
* Director
------------------------------------
R. Douglas Greene
*This Registration Statement has been signed on behalf of the above
officers and directors by Preston L. Vice, as attorney-in-fact pursuant to a
power of attorney filed as Exhibit 24 to this Registration Statement.
DATED: November 17, 1999 By: /s/ Preston L. Vice
------------------------------
Preston L. Vice
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
-------------
4.1 Restated Certificate of Incorporation of the Registrant
(filed as Exhibit 3.1 to the Registrant's Registration
Statement No. 333-56877 on Form S-1, dated August 5, 1998,
and incorporated herein by reference).
4.2 Amended and Restated By-laws of the Registrant (filed as
Exhibit 3.2 to the Registrant's Registration Statement No.
333-56877 on Form S-1, dated August 5, 1998, and
incorporated herein by reference).
4.3 Penton Media, Inc. Employee Stock Purchase Plan.
23.1 Consent of PricewaterhouseCoopers LLP with respect to the
Consolidated Financial Statements of Penton Media, Inc.
24 Power of Attorney.
<PAGE>
Exhibit 4.3
PENTON MEDIA, INC.
EMPLOYEE STOCK PURCHASE PLAN
SECTION 1. PURPOSE.
This Employee Stock Purchase Plan (the "Plan") is intended to advance
the interests of Penton Media, Inc. (the "Company") and its stockholders by
allowing employees of the Company and those subsidiaries of the Company that
participate in the Plan the opportunity to purchase shares of the Company's
common stock, par value $.01 per share ("Common Stock"). It is intended that
the Plan will constitute an "employee stock purchase plan" within the meaning of
Section 423 of the Internal Revenue Code of 1986, as amended from time to time
(the "Code").
SECTION 2. ADMINISTRATION.
The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors of the Company (the "Board"). The
majority of the Committee shall constitute a quorum, and the action of (a) a
majority of the members of the Committee present at any meeting at which a
quorum is present or (b) all members acting unanimously by written consent,
shall be the acts of the Committee.
The interpretation and construction by the Committee of any provision
of the Plan or of any subscription to purchase shares of Common Stock under it
shall be final. The Committee may establish any policies or procedures which in
the discretion of the Committee are relevant to the operation and administration
of the Plan and may adopt rules for the administration of the Plan. The
Committee will, from time to time, designate the subsidiaries (as defined below)
of the Company whose employees will be eligible to participate in the Plan. No
member of the Committee shall be liable for any action or determination made in
good faith with respect to the Plan or any subscription to purchase shares under
it. For purposes of this Plan, the term "subsidiary" means any corporation in
which the Company directly or indirectly owns or controls more than 50 percent
of the total combined voting power of all classes of stock issued by the
corporation.
SECTION 3. ELIGIBILITY.
(a) Each person who is an employee of the Company or of a
participating subsidiary of the Company on November 18, 1999 (i) whose customary
employment is a minimum of 20 hours per week and (ii) whose customary employment
is a minimum of 5 months per year may subscribe to purchase shares of Common
Stock under the terms of the Plan.
(b) Each person who becomes an employee of the Company or of a
participating subsidiary of the Company on or after November 19, 1999 (i) whose
customary employment is a minimum of 20 hours per week, and (ii) whose customary
employment is a minimum of 5 months per year, and (iii) who has at least one
year of service with the Company or with a participating subsidiary of the
Company (each of the persons described in Sections 3(a) and 3(b) is hereinafter
referred to as an "Eligible Employee") may subscribe to purchase shares of
Common Stock under the terms of the Plan.
(c) Notwithstanding the provisions of this Section 3, no Participant
(as defined below) may subscribe to purchase shares on the immediately following
Purchase Date (as defined below) if, immediately after the immediately preceding
Subscription Date (as defined below), such Participant would own stock
possessing 5 percent or more of the total combined voting power or value of all
classes of stock
<PAGE>
of the Company or of any subsidiary of the Company. For purposes of this
paragraph, stock ownership of an individual shall be determined under the rules
of Section 424(d) of the Code.
For purposes of the Plan:
(i) The term "Subscription Date" means the first business day of
each fiscal quarter of the Company during which the Plan is effective. The first
Subscription Date under the Plan will be January 1, 2000.
(ii) The term "Participant" means an Eligible Employee who has a
Subscription and Authorization Form (as defined below) in effect.
(iii) The term "Purchase Date" means the last business day of the
fiscal quarter in which the related Subscription Date occurs.
SECTION 4. PARTICIPATION.
(a) An Eligible Employee shall evidence his or her agreement to
subscribe for shares by completing a written agreement (the "Subscription and
Authorization Form") provided by the Committee and filing it as directed by the
Committee. Subject to the provisions of Section 6(b), a Subscription and
Authorization Form shall take effect on the first Subscription Date which is
within a reasonable time after it has been filed with the Committee, but in no
event later than the first Subscription Date which is at least thirty (30) days
after the date on which the Eligible Employee files the Subscription and
Authorization Form.
(b) In the Subscription and Authorization Form, an Eligible
Employee shall designate any whole percentage to be withheld from such Eligible
Employee's compensation (as defined below) for each payment remitted by the
Company to the Eligible Employee and used to purchase shares of Common Stock on
the next Purchase Date, subject to the provisions of Section 6(d) and the
following limitations: (i) the whole percentage designated by such Eligible
Employee shall not be less than 1 percent of his or her compensation and shall
not exceed 10 percent of his or her compensation; (ii) the maximum number of
shares of Common Stock which can be purchased by any one Participant on any
Purchase Date shall not exceed 600 shares of Common Stock; and (iii) the
Committee may establish from time to time minimum payroll deductions. For
purposes of this Plan, the term "compensation" means base salary and annual
bonus (prior to any reductions in either).
SECTION 5. COMMON STOCK.
The stock purchased under the Plan shall be Treasury shares. In the
event that the number of shares subject to options to be granted pursuant to any
offering under the Plan exceeds the number of Treasury shares, the shares
available to be purchased shall be allocated on a pro rata basis among the
options to be granted. Subject to the provisions of Section 6(g), the aggregate
number of shares of Common Stock which may be purchased under the Plan shall not
exceed 750,000 shares of Common Stock. In the event that the dollar amount of
shares of Common Stock subscribed for in any quarter exceeds the number of
shares of Common Stock available to be purchased under the Plan, the shares of
Common Stock available to be purchased shall be allocated on a pro rata basis
among the subscriptions.
SECTION 6. TERMS AND CONDITIONS OF SUBSCRIPTIONS.
Subscriptions shall be evidenced by a Subscription and Authorization
Form in such form as the Committee shall from time to time approve, provided
that all Participants subscribing to purchase shares shall have the same rights
and privileges (except as otherwise provided in Section 4(b)), and
<PAGE>
provided further that such subscriptions shall comply with and be subject to the
following terms and conditions:
(a) Purchase Price. The purchase price shall be the lower of (i) 85
percent of the fair market value of Common Stock on the Subscription Date or
(ii) 85 percent of the fair market value of Common Stock on the Purchase Date.
During such time as Common Stock is traded on the New York Stock Exchange, the
fair market value per share shall be the closing price of Common Stock (as
reported in the record of Composite Transactions for New York Stock Exchange
listed securities and printed in The Wall Street Journal) on such Purchase Date
-----------------------
(or on the next regular business date on which shares of Common Stock shall be
traded in the event that no shares of Common Stock shall have been traded on the
Purchase Date). Subject to the foregoing, the Committee shall have full
authority and discretion in fixing the purchase price.
(b) Medium and Time of Payment. The purchase price shall be payable
in full in United States dollars, pursuant to uniform policies and procedures
established by the Committee. The funds required for such payment will be
derived by withholding from a Participant's compensation. A Participant shall
have the right at any time to terminate the withholding from his or her
compensation of amounts to be paid toward the purchase price. A Participant
shall have the right, one time in each quarter, to change the amount so
withheld, by submitting a written request at least 10 business days before any
Purchase Date. A Participant shall have the right to cancel his or her
subscription in whole or in part and to obtain a refund of amounts withheld from
his or her compensation by submitting a written request at least 10 business
days before any Purchase Date. Such amounts shall thereafter be paid to the
Participant within a reasonable period of time. Shares of Common Stock
purchased hereunder for a Participant shall be held in escrow pending transfer
to the Participant. Subject to Section 6(j), shares of Common Stock shall be
transferred to the Participant as soon as reasonably practicable after the
request of the Participant or upon the Participant's termination of employment
with the Company and its affiliates. Any dividends paid on such shares of
Common Stock held in escrow on behalf of a Participant shall be reinvested in
additional shares of Common Stock on behalf of such Participant.
(c) No Interest on Employee Funds. No interest shall accrue on any
amounts withheld from a Participant's compensation.
(d) Accrual Limitation. No subscription shall permit the rights of a
Participant to purchase stock under all "employee stock purchase plans" (as
defined in the Code) of the Company to accrue, under the rules set forth in
Section 423(b)(8) of the Code, at a rate which exceeds $25,000 of fair market
value of such stock (determined at the time of subscription) for each calendar
year.
(e) Termination of Employment. If a Participant ceases to be an
Eligible Employee before any applicable Purchase Date for any reason, the total
unused payments credited to his or her account on the date of termination will
be refunded to the Participant (or his or her estate) within a reasonable time
without interest.
(f) Transferability. Neither payments credited to a Participant's
account nor any rights to subscribe to purchase shares of Common Stock under the
Plan may be transferred by a Participant except by the laws of descent and
distribution. Any such attempted transfer will be without effect.
(g) Adjustments. The Committee may make or provide for such
adjustments in the purchase price and in the number or kind of shares of Common
Stock or other securities covered by outstanding subscriptions, or specified in
the second sentence of Section 5 of the Plan, as the Committee in its sole
discretion, exercised in good faith, may determine is equitably required to
prevent dilution or enlargement of the rights of Participants that would
otherwise result from (i) any stock dividend, stock split, combination of
shares, recapitalization or other change in the capital structure of the
Company; (ii) any merger, consolidation, spin-off, split-off, spin-out, split-
up, separation, reorganization, partial or complete liquidation, or other
distribution of assets, issuance of rights or warrants to purchase stock; or
(iii) any other corporate transaction or event having an effect similar to any
of the foregoing. Moreover, in the
<PAGE>
event of any such transaction or event, the Committee, in its discretion, may
provide in substitution for any or all outstanding subscriptions under this Plan
such alternative consideration as it, in good faith, may determine to be
equitable in the circumstances.
(h) Rights as a Stockholder. A Participant shall have no rights as a
stockholder with respect to any Common Stock covered by his or her subscription
until the Purchase Date following payment in full. No adjustment shall be made
for dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date of such purchase, except as provided in Section 6(g) of the Plan.
(i) Fractional Shares. Fractional shares may be purchased under the
Plan and credited to an account for the Participant. The Company, however,
shall have the right to pay cash in lieu of any fractional shares of Common
Stock to be distributed from a Participant's account under the Plan.
(j) Holding Period. The Committee may determine, in its discretion,
that shares of Common Stock acquired under the Plan shall not be transferable by
the Participant, other than by reason of death or such other reasons as the
Committee may specify, for a period not to exceed six (6) months following the
Purchase Date. If the Committee does so determine, shares of Common Stock so
acquired shall be held in escrow by the Company until such transfer restrictions
lapse.
(k) Other Provisions. The Subscription and Authorization Form
authorized under the Plan shall contain such other provisions as the Committee
may deem advisable, provided that no such provisions may in any way be in
conflict with the terms of the Plan.
SECTION 7. TERM OF PLAN.
Eligible Employees may subscribe for shares under the Plan within a
period of ten years from the date the Plan is adopted by the Board; provided,
however, that the Committee may terminate or suspend the Plan if at any time
there are less than 5 percent of the Eligible Employees participating in the
Plan.
SECTION 8. AMENDMENT OF THE PLAN.
The Plan may be amended from time to time by the Committee, but
without further approval of the stockholders, no such amendment shall (a)
increase the aggregate number of shares of Common Stock that may be issued and
sold under the Plan (except that adjustments authorized by Section 6(g) of the
Plan shall not be limited by this provision) or (b) materially modify the
requirements as to eligibility for participation in the Plan.
SECTION 9. APPROVAL OF STOCKHOLDERS/EFFECTIVE DATE.
The Plan shall take effect upon adoption by the Board; provided,
however, that any subscriptions and purchases under the Plan shall be null and
void unless the Plan is approved by a vote of the holders of a majority of the
total number of outstanding shares of voting stock of the Company present in
person or by proxy at a meeting at which a quorum is present in person or by
proxy, which approval must occur within the period of 12 months after the date
the Plan is adopted by the Board.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 10, 1999 relating to the
consolidated financial statements and financial statement schedule of Penton
Media, Inc. and its Subsidiaries as of December 31, 1997 and 1998 and for the
three years in the period ended December 31, 1998, which appears in the Penton
Media, Inc. and Subsidiaries' Annual Report on Form 10-K (File No. 001-14337).
PricewaterhouseCoopers LLP
Cleveland, Ohio
November 17, 1999
<PAGE>
Exhibit 24
PENTON MEDIA, INC.
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
- --------------------------------------------------------------------------------
The undersigned officer and/or director of Penton Media, Inc., a
Delaware corporation (the "Registrant"), does hereby make, constitute and
appoint each of Thomas L. Kemp, Daniel J. Ramella and Preston L. Vice, with full
power of substitution and resubstitution, as attorney of the undersigned, to
execute and file (i) a Registration Statement on Form S-8 (the "Form S-8
Registration Statement") with respect to the registration under the Securities
Act, of shares of Common Stock of the Registrant issuable in connection with the
Registrant's Employee Stock Purchase Plan, (ii) any and all amendments,
including post-effective amendments, and exhibits to the Form S-8 Registration
Statement and (iii) any and all applications or other documents to be filed with
the Securities and Exchange Commission or any state securities commission or
other regulatory authority with respect to the securities covered by the Form S-
8 Registration Statement, with full power and authority to do and perform any
and all acts and things whatsoever necessary, appropriate or desirable to be
done in the premises, or in the name, place and stead of the said director
and/or officer, hereby ratifying and approving the acts of said attorneys and
any of them and any such substitute.
IN WITNESS WHEREOF, the undersigned have subscribed these presents as
of the 17th day of November, 1999.
Signature Title
--------- -----
/s/ Thomas L. Kemp Chief Executive Officer and Director
------------------------------------
Thomas L. Kemp (Principal Executive Officer)
/s/ Joseph NeCastro Chief Financial Officer
------------------------------------
Joseph NeCastro (Principal Financial Officer)
/s/ Charles T. Griesemer Vice President/Controller
------------------------------------
Charles T. Griesemer (Controller or Principal Accounting
Officer)
/s/ William C. Donohue Director
------------------------------------
William C. Donohue
/s/ Anthony Downs Director
------------------------------------
Anthony Downs
/s/ William J. Friend Director
------------------------------------
William J. Friend
/s/ Joan W. Harris Director
------------------------------------
Joan W. Harris
/s/ King Harris Director
------------------------------------
King Harris
/s/ John J. Meehan Director
------------------------------------
John J. Meehan
/s/ Daniel J. Ramella Director
------------------------------------
Daniel J. Ramella
/s/ Edward J. Schwartz Director
------------------------------------
Edward J. Schwartz
/s/ Don E. Schultz Director
------------------------------------
Don E. Schultz
/s/ Richard B. Swank Director
------------------------------------
Richard B. Swank
/s/ R. Douglas Greene Director
------------------------------------
R. Douglas Greene
