<PAGE>
As filed with the Securities and Exchange Commission on April 1, 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
of Incorporation or Organization) Identification No.)
1100 Superior Avenue, Cleveland, Ohio 44114
(Address of Principal Executive Offices Including Zip Code)
1998 DIRECTOR STOCK OPTION 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, $0.01 100,000 $21.53125 $2,153,125 $598.57
par value per share
=======================================================================================================
</TABLE>
(1) Pursuant to Rule 416(c) of the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also covers such additional Common
Stock, $0.01 par value per share (the "Common Stock") as may become
issuable pursuant to the anti-dilution provisions of the Penton Media, Inc.
1998 Director Stock Option Plan (the "Plan").
(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 securities on the New York Stock Exchange
on March 26, 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; and
(b) 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 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
<PAGE>
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. 1998 Director Stock Option Plan.
5 Opinion of Counsel.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel -- See Exhibit 5.
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 amendment thereof)
which, individually or in the aggregate, represent a
<PAGE>
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.
<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 Cleveland, State of Ohio, on April 1, 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 on the 1st day of April, 1999.
Signature Title
- --------- -----
* Chief Executive Officer and Director
- ------------------------------ (Principal Executive Officer)
Thomas L. Kemp
* Chief Financial Officer
- ------------------------------ (Principal Financial Officer)
Joseph NeCastro
* Vice President/Controller
- ------------------------------ (Controller or Principal Accounting Officer)
Charles T. Griesemer
* 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
*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: April 1, 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. 1998 Director Stock Option Plan.
5 Opinion of Counsel.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel -- See Exhibit 5.
24 Power of Attorney.
<PAGE>
Exhibit 4.3
PENTON MEDIA, INC.
1998 DIRECTOR STOCK OPTION PLAN
1. Purpose. The purpose of the Penton Media, Inc. 1998 Director
-------
Stock Option Plan (the "Plan") is to promote the long-term financial interests
of Penton Media, Inc., a Delaware corporation (the "Company"), and its
subsidiaries by:
(a) providing an incentive for all non-employee members of the Board
of Directors (the "Non-Employee Directors") to maximize the long-term value of
the Company's Common Stock and otherwise act in the best interest of the
Company's stockholders;
(b) providing Non-Employee Directors with the opportunity to acquire a
greater stake in the future of the Company and its subsidiaries through stock
ownership; and
(c) attracting and retaining highly qualified Non-Employee Directors.
2. Definitions. The following words and phrases have the respective
-----------
meanings indicated below unless a different meaning is plainly implied by the
context.
(a) "Board of Directors" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Common Stock" means Common Stock, par value $.01 per share, of
the Company.
(d) "Eligible Director" means any present or future member of the
Board of Directors who, on the date of an award pursuant to the Plan, (1) is a
member of the Board of Directors, and (2) is not an employee of the Company or
any of its subsidiaries.
(e) "Market Value" of Common Stock on any date means, for Options
granted during the first twenty days on which the Common Stock is traded on the
New York Stock Exchange, the fair market value of the shares of Common Stock as
determined by the Board of Directors, and, for any subsequent grant of Options,
on any date, means the most recently reported closing price of such Common Stock
on that date on the New York Stock Exchange Composite Transactions list, as
subsequently reported in THE WALL STREET JOURNAL.
(f) "Option" means a right awarded to a Participant pursuant to the
Plan to purchase a designated number of shares of Common Stock at a stated price
for a stated period of time.
(g) "Participant" means an Eligible Director who has been awarded an
Option.
3. Limitation of Aggregate Shares. Subject to adjustment as
------------------------------
provided in paragraph 5(d), the number of shares of Common Stock which may be
issued upon the exercise of Options shall not exceed, in the aggregate, 100,000
shares; it being understood that to the extent any Options expire unexercised or
are cancelled, terminated or forfeited in any manner without the issuance of
shares of Common Stock thereunder, such shares shall again be available under
the Plan. Such 100,000 shares of Common Stock may be authorized and unissued
shares, treasury shares, or a combination thereof, as the Board of Directors
shall determine.
4. Options. The Board of Directors may grant Options to Eligible
-------
Directors in accordance with this paragraph 4 and the other provisions of the
Plan.
<PAGE>
(a) Provisions.
----------
(i) Options shall not qualify as incentive stock options within the
meaning of Section 422 of the Code or any successor provision.
(ii) Options shall have such terms, not to exceed ten years from the
date of grant, as the Board of Directors shall determine at grant.
(iii) The Option price per share of Common Stock shall be 100% of the
Market Value on the date of grant and not less than the par value of a share of
Common Stock.
(iv) Options shall be exercisable at such time or times as the Board
of Directors shall determine at or subsequent to grant; provided that, except in
the event of death or disability of the Participant, no Option may be exercised
until the Eligible Director has served on the Board of Directors for at least
six months after it is awarded; further provided that an Option may be exercised
only during a period beginning on the third business day following the date of
release of the Company's quarterly or annual summary statement of sales and
earnings and ending on the fifteenth business day following such date; and
further provided that in the event of termination of service of a Participant as
a member of the Board of Directors for any reason (including without limitation
expiration of term without re-election, resignation, retirement, disability or
death), each Option granted to the Participant shall cease to be exercisable not
later than the fifth anniversary of the date of termination or, if earlier, on
the scheduled date of expiration of such Option.
(b) Exercise. Shares shall be issued to a Participant pursuant to
--------
the exercise of an Option only upon receipt by the Company from the Participant
of written notice of exercise, specifying the number of shares with respect to
which the Option is being exercised, accompanied by payment in full in cash
(including check, bank draft or money order) or, to the extent permitted by the
Board of Directors, by a single exchange of shares of Common Stock already owned
by the Participant for at least six months in an amount equal to the aggregate
Option price for the shares of Common Stock subject to the Option or portion
thereof being exercised or by a combination of such methods; provided that the
Board of Directors may permit the Participant to elect to pay such aggregate
Option price by authorizing a third party to sell the shares of Common Stock
acquired upon exercise (or a sufficient portion thereof) and thereafter remit to
the Company sale proceeds sufficient to pay such aggregate Option price and any
withholding or other tax resulting from exercise. The value of already owned
shares of Common Stock exchanged in full or partial payment for the shares
purchased upon the exercise of an Option shall be equal to the aggregate Market
Value of such already owned shares on the date of the exercise of such Option.
(c) Surrender. If so provided by the Board of Directors at or
---------
subsequent to the time of grant, an Option may be surrendered to the Company on
such terms and conditions, and for such consideration, as the Board of Directors
shall determine.
(d) Form. The form of each Option (and of the documentation
----
evidencing each Option) shall be determined by the Board of Directors.
5. Miscellaneous Provisions.
------------------------
(a) Administration. The Plan shall be administered by the Board of
--------------
Directors. Subject to the limitations of the Plan, the Board of Directors shall
have the sole and complete authority: (i) to select Participants, (ii) to award
Options in such forms and amounts as it shall determine, (iii) to impose such
limitations, restrictions and conditions upon such Options as it shall deem
appropriate, (iv) to interpret the Plan and to adopt, amend and rescind
administrative guidelines and other rules and regulations relating to the Plan,
(v) to correct any defect or omission or to reconcile any inconsistency in the
Plan or in any Options and (vi) to make all other determinations and to take all
other actions necessary or advisable for the implementation and administration
of the Plan. The Board of Directors' determinations on matters within its
authority shall be conclusive and binding upon the Company and all other
persons. All expenses associated with the Plan shall be borne by the Company.
<PAGE>
(b) Non-Transferability. Except as otherwise determined by the
-------------------
Board of Directors, no Option, and no interest therein, shall be transferable by
a Participant otherwise than by will or the laws of descent and distribution,
and all Options shall be exercisable during a Participant's lifetime only by the
Participant or the Participant's legal representative. Any purported transfer
contrary to this provision will nullify the Option.
(c) Adjustment. The Board of Directors may make or provide for such
----------
adjustments in the numbers of shares of Common Stock covered by outstanding
Options granted hereunder as the Board of Directors, in its sole discretion,
exercised in good faith, may determine is equitably required to prevent dilution
or enlargement of the rights of Participants that otherwise would result from
(a) any stock dividend, stock split, combination of shares, recapitalization or
other change in the capital structure of the Company, or (b) any merger,
consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial
or complete liquidation or other distribution of assets, issuance of rights or
warrants to purchase securities, or (c) any other corporate transaction or event
having an effect similar to any of the foregoing. Moreover, in the event of any
such transaction or event, the Board of Directors, in its discretion, may
provide in substitution for any or all outstanding awards under the Plan such
alternative consideration as it, in good faith, may determine to be equitable in
the circumstances and may require in connection therewith the surrender of all
awards so replaced. The Board may also make or provide for such adjustments in
the numbers of shares specified in Section 3 of the Plan as the Board in its
sole discretion, exercised in good faith, may determine is appropriate to
reflect any transaction or event described in this Section 5(c).
(d) Tax Withholding. The Board of Directors shall have the power
---------------
to withhold, or to require a Participant to remit to the Company, an amount
sufficient to satisfy any withholding or other tax due with respect to the
Participant's exercise of an Option. Subject to the consent of the Board of
Directors, a Participant may make an irrevocable election to have shares of
Common Stock otherwise issuable under an Option withheld, tender back to the
Company shares of Common Stock received pursuant to an Option or deliver to the
Company shares of Common Stock already owned by the Participant having a Market
Value sufficient to satisfy all or part of the Participant's estimated tax
obligations associated with the transaction. Such election must be made by a
Participant prior to the date on which the relevant tax obligation arises. The
Board of Directors may disapprove of any election and may limit, suspend or
terminate the right to make such elections.
(e) Termination; Amendments. The Board of Directors may terminate
-----------------------
the Plan at any time. The Board of Directors may amend the Plan at any time or
from time to time; provided that no such amendment shall be made without
stockholder approval to the extent such approval is required by law, regulation
or the rules of any exchange upon which the Common Stock is listed.
The Board of Directors may amend an outstanding Option in any
manner to the extent that the Board of Directors would have had the authority
under the Plan to initially grant the Option as so amended.
No termination or amendment of the Plan or amendment of any
outstanding Option shall adversely affect any outstanding Option without the
consent of the Participant who holds it.
(f) Rights of Participants. Nothing in the Plan shall confer on
----------------------
any Eligible Director any right to continue to serve as a member of the Board of
Directors or affect in any way the right of the Company to terminate such
service at any time. No Eligible Director shall have a right to be selected as
a Participant, or, having been so selected, to be selected again as a
Participant.
(g) Effective Date. The effective date of the Plan shall be
--------------
August 7, 1998, the date of its adoption by the Board of Directors.
<PAGE>
Exhibit 5
March 31, 1999
Penton Media, Inc.
1100 Superior Avenue
Cleveland, Ohio 44114
Re: Penton Media, Inc. 1998 Director Stock Option Plan
--------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Penton Media, Inc., a Delaware
corporation (the "Registrant"), in connection with the Penton Media, Inc. 1998
Director Stock Option Plan (the "Plan"). We have examined such documents,
records and matters of law as we have deemed necessary for the purpose of this
opinion, and based thereon, we are of the opinion that the Registrant's shares
of common stock, par value $.01 per share (the "Common Stock"), that may be
issued and sold pursuant to the Plan and the authorized forms of agreement
thereunder (the "Agreements") have been duly authorized and will be, when issued
and sold in accordance with the Plan and such Agreements, validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 filed by the Registrant to effect
registration of the Common Stock to be issued and sold pursuant to the Plan
under the Securities Act of 1933.
Very truly yours,
/s/ JONES, DAY, REAVIS & POGUE
<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, which appears on
page 32 of the 1998 Annual Report to Stockholders of Penton Media, Inc., which
is incorporated by reference in Penton Media, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
Cleveland, Ohio
April 1, 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 1998 Director Stock Option 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 21st day of October, 1998.
Signature Title
- --------- -----
/s/ THOMAS L. KEMP Chief Executive Officer and Director
- --------------------------------- (Principal Executive Officer)
Thomas L. Kemp
/s/ JOSEPH NECASTRO Chief Financial Officer
- --------------------------------- (Principal Financial Officer)
Joseph NeCastro
/s/ CHARLES T. GRIESEMER Vice President/Controller
- --------------------------------- (Controller or Principal Accounting Officer)
Charles T. Griesemer
/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
<PAGE>
/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
