<PAGE> 1
As filed with the Securities and Exchange Commission on July 7, 1999
Registration Statement No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20552
-----------------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT
ON FORM S-4
UNDER THE SECURITIES ACT OF 1933
ON FORM S-8
-----------------------------
SECURITY FIRST TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
Delaware 58-2395199
-------- ----------
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
</TABLE>
3390 Peachtree Road, NE, Suite 1700, Atlanta, Georgia 30326
(Address of Principal Executive Offices)
-----------------------------
SECURITY FIRST TECHNOLOGIES CORPORATION AMENDED AND RESTATED 1995
STOCK OPTION PLAN
SECURITY FIRST NETWORK BANK AMENDED AND RESTATED DIRECTORS' STOCK OPTION PLAN
SECURITY FIRST NETWORK BANK STOCK OPTION AGREEMENT (ADVISORY DIRECTORS)
1995 STOCK OPTION PLAN OF SECUREWARE, INC.
SECURITY FIRST NETWORK BANK STOCK OPTION AGREEMENT (SECUREWARE)
SECURITY FIRST NETWORK BANK 1997 EMPLOYEE STOCK OPTION PLAN
SECURITY FIRST TECHNOLOGIES CORPORATION 1998 DIRECTORS' STOCK OPTION PLAN
(Full title of the plans and agreements)
-------------------------
Robert F. Stockwell
Chief Financial Officer
Security First Technologies Corporation
3390 Peachtree Road, NE, Suite 1700
Atlanta, Georgia 30326
(Name and address of agent for service)
(404) 812-6780
(Telephone number, including area code of agent for service)
COPY TO:
Stuart G. Stein, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-8575
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
- ---------------------------------------------------------------------------------------------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share 12,491,862 $* $161,835,125.06* $44,990.16*
==============================================================================================================================
</TABLE>
(*) Estimated solely for the purpose of calculating this fee pursuant to Rule
457(c) and (h) under the Securities Act of 1933, as amended, based upon
the weighted average exercise price of $16.92 for 966,818 shares and the
average of the high and low prices for shares of common stock of Security
First Technologies Corporation as reported on The Nasdaq Stock Market's
National Market Tier of $39.50 for 3,682,951 shares calculated on the
basis of June 29, 1999. The remaining 7,842,093 shares were registered
under the Securities Act of 1933, as amended, as part of the 30,578,538
(as adjusted to give effect to a 2-for-1 stock split in May 1999) shares
registered pursuant to the registration statement on Form S-4 of Security
First Technologies Corporation, as amended (File No. 333-56181) and are
transferred to this Registration Statement.
================================================================================
<PAGE> 2
FORM S-8
REGISTRATION STATEMENT
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1) under the Securities
Act of 1933. In accordance with the instructions to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, these documents will not
be filed with the SEC either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under 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 the prospectus that meets the requirements
of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Security First Technologies Corporation, which we refer to as S1 or
the Registrant, hereby incorporates by reference into this registration
statement the following documents:
(a) The Annual Report on Form 10-K of S1 for the fiscal
year ended December 31, 1998, as amended by S1's
Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1998 filed with the SEC on May
14, 1999;
(b) All other reports filed by S1 with the SEC pursuant
to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 since December 31, 1998; and
(c) The description of S1's common stock, par value
$0.01 per share contained in S1's Registration
Statement on Form 8-A filed with the SEC on
September 30, 1998, including any amendment or
report filed for the purpose of updating such
description.
In addition, all documents filed by S1 subsequent to the date hereof
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 deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be part of this registration statement from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference into this registration statement shall be deemed
to be modified or superseded for purposes of this registration statement to the
extent that a statement contained in this registration statement or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference into this registration statement modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
<PAGE> 3
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 General Corporation Law of the State of Delaware
sets forth certain circumstances under which directors, officers, employees and
agents may be indemnified against liability that they may incur in their
capacity as such. Section 6 of S1's Amended and Restated Certificate of
Incorporation, as amended, provides for indemnification of S1's directors,
officers, employees and agents under certain circumstances. Section 6 of S1's
Amended and Restated Bylaws provides that S1 may purchase and maintain insurance
on behalf of directors, officers, employees or agents. S1 has in effect a policy
of liability insurance covering its directors and officers. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of S1 pursuant to the
foregoing provisions, or otherwise, S1 has been advised that in the opinion of
the SEC 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 S1 of
expenses incurred or paid by a director, officer, or controlling person of S1 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, S1 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
No. Description
- --- -----------
<S> <C>
4.1 Amended and Restated Certificate of Incorporation of Security First
Technologies Corporation ("S1") (filed as Exhibit 1 to S1's
Registration Statement on Form 8-A filed with the Securities and
Exchange Commission (the "SEC") on September 30, 1998 and
incorporated herein by reference).
4.2 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of S1 (filed as Exhibit 4.2 to S1's Registration
Statement on Form S-8 (File No. 333-82369) filed with the SEC on
July 7, 1999 and incorporated herein by reference).
4.3 Certificate of Designation for S1's Series B Redeemable Convertible
Preferred Stock (filed as Exhibit 2 to S1's Registration Statement
on Form 8-A filed with the SEC on September 30, 1998 and
incorporated herein by reference).
</TABLE>
<PAGE> 4
<TABLE>
<S> <C>
4.4 Certificate of Designation for S1's Series C Redeemable Convertible
Preferred Stock (filed as Exhibit 3 to S1's Quarterly Report on Form
10-Q for the quarterly period ending March 31, 1999 and incorporated
herein by reference).
4.5 Amended and Restated Bylaws of S1 (filed as Exhibit 3 to S1's
Registration Statement on Form 8-A filed with the SEC on September
30, 1998 and incorporated herein by reference).
4.6 Specimen certificate for S1's common stock (filed as Exhibit 4 to
S1's Registration Statement on Form 8-A filed with the SEC on
September 30, 1998 and incorporated herein by reference).
5 Opinion of Hogan & Hartson L.L.P. as to the legality of the
securities registered hereunder, including the consent of that firm.
23.1 Consent of Hogan & Hartson L.L.P. (included as part of Exhibit 5).
23.2 Consent of KPMG LLP.
24 Power of Attorney.
</TABLE>
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 fundamental
change in the information set forth in
the registration statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration
statement.
(2) That, for the purpose of determining any
liability under the Securities Act, 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.
<PAGE> 5
(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) The undertaking concerning indemnification is set forth
under the response to Item 6.
<PAGE> 6
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 Atlanta, State of Georgia, on this 7th day of July,
1999.
SECURITY FIRST TECHNOLOGIES CORPORATION
By: /s/ ROBERT F. STOCKWELL
---------------------------------------
Robert F. Stockwell
Chief Financial Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated below on this 7th day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ JAMES S. MAHAN, III Chairman, Chief Executive Officer
- ------------------------------- and President
James S. Mahan, III (Principal Executive Officer)
/s/ ROBERT F. STOCKWELL Chief Financial Officer and
- ------------------------------ Treasurer
Robert F. Stockwell (Principal Financial Officer
and Principal Accounting
Officer)
/s/ ROBERT W. COPELAN * Director
- -----------------------------
Robert W. Copelan
/s/ DORSEY R. GARDNER * Director
- -----------------------------
Dorsey R. Gardner
Director
- ------------------------------
Joseph S. McCall
/s/ HOWARD J. RUNNION, JR. * Director
- -------------------------------
Howard J. Runnion, Jr.
</TABLE>
* By /s/ ROBERT F. STOCKWELL
--------------------------
Robert F. Stockwell
pursuant to Power of Attorney
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
- --- -----------
<S> <C>
4.1 Amended and Restated Certificate of Incorporation of Security First
Technologies Corporation ("S1") (filed as Exhibit 1 to S1's
Registration Statement on Form 8-A filed with the Securities and
Exchange Commission (the "SEC") on September 30, 1998 and
incorporated herein by reference).
4.2 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of S1 (filed as Exhibit 4.2 to S1's Registration
Statement on Form S-8 (File No. 333-82369) filed with the SEC on
July 7, 1999 and incorporated herein by reference).
4.3 Certificate of Designation for S1's Series B Redeemable Convertible
Preferred Stock (filed as Exhibit 2 to S1's Registration Statement
on Form 8-A filed with the SEC on September 30, 1998 and
incorporated herein by reference).
4.4 Certificate of Designation for S1's Series C Redeemable Convertible
Preferred Stock (filed as Exhibit 3 to S1's Quarterly Report on Form
10-Q for the quarterly period ending March 31, 1999 and incorporated
herein by reference).
4.5 Amended and Restated Bylaws of S1 (filed as Exhibit 3 to S1's
Registration Statement on Form 8-A filed with the SEC on September
30, 1998 and incorporated herein by reference).
4.6 Specimen certificate for S1's common stock (filed as Exhibit 4 to
S1's Registration Statement on Form 8-A filed with the SEC on
September 30, 1998 and incorporated herein by reference).
5 Opinion of Hogan & Hartson L.L.P. as to the legality of the
securities registered hereunder, including the consent of that firm.
23.1 Consent of Hogan & Hartson L.L.P. (included as part of Exhibit 5).
23.2 Consent of KPMG LLP.
24 Power of Attorney.
</TABLE>
<PAGE> 1
Exhibit 5
July 7, 1999
Board of Directors
Security First Technologies Corporation
3390 Peachtree Road, NE
Suite 1700
Atlanta, Georgia 30326
Gentlemen:
We are acting as special counsel to Security First Technologies
Corporation, a Delaware corporation ("S1"), in connection with its
Post-Effective Amendment No. 1 to Registration Statement on Form S-4 on Form S-8
(the "Registration Statement") filed on the date hereof with the Securities and
Exchange Commission (the "SEC"). The Registration Statement registers
12,491,862 shares of S1's common stock, par value $0.01 per share, all of which
shares (the "Shares") are issuable upon the exercise of options granted or to
be granted pursuant to the Security First Technologies Corporation Amended and
Restated 1995 Stock Option Plan (the "1995 Stock Option Plan"), the Security
First Network Bank Amended and Restated Directors' Stock Option Plan, as
amended (the "Directors' Stock Option Plan"), the Security First Network Bank
Stock Option Agreement (Advisory Directors) (the "Advisory Directors' Stock
Option Plan"), the 1995 Stock Option Plan of SecureWare, Inc. (the "1995
SecureWare Stock Option Plan"), the Security First Network Bank Stock Option
Agreement (SecureWare) (the "SecureWare Stock Option Plan"), the Security First
Network Bank 1997 Employee Stock Option Plan, as amended (the "1997 Stock
Option Plan") and the Security First Technologies Corporation 1998 Directors'
Stock Option Plan (the "1998 Directors' Stock Option Plan") (collectively, the
"Plans"). This opinion letter is furnished to you at your request to enable you
to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R.
Section 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. The Amended and Restated Certificate of Incorporation, as amended,
of S1, as certified by the Secretary of S1 on the date hereof as
then being complete, accurate and in effect.
3. The Amended and Restated Bylaws of S1, as certified by the
Secretary of S1 on the date hereof as then being complete,
accurate and in effect.
4. The Second Amended and Restated Plan of Reorganization, dated as
of March 9, 1998, by and among Security First Network Bank
("SFNB"), S1 and New Security First Network Bank, as amended by
Amendment No. 1 thereto dated as of June 4, 1998 and Amendment No.
2 thereto dated as of September 25,
<PAGE> 2
1998, as certified by the Secretary of S1 on the date hereof as
then being complete, accurate and in effect.
5. The 1995 Stock Option Plan, as adopted by the Board of Directors
and shareholders of S1, as certified by the Secretary of S1 on the
date hereof as then being complete, accurate and in effect.
6. Resolutions of the Board of Directors of SFNB adopted at meetings
held on October 5, 1995 and December 22, 1995 and by unanimous
written consent of directors dated as of July 9, 1998 and
resolutions of the Board of Directors of S1 adopted at a meeting
held on April 14, 1999 and by unanimous written consent of
directors dated as of May 5, 1999, as certified by the Secretary
of S1 on the date hereof as then being complete, accurate and in
effect, relating to, among other things, approval of the 1995
Stock Option Plan.
7. Resolution of the shareholders of S1 adopted at a meeting held on
June 3, 1999, as certified by the Secretary of S1 on the date
hereof as then being complete, accurate and in effect, relating to
approval of the 1995 Stock Option Plan.
8. The Directors' Stock Option Plan, as adopted by the Board of
Directors of S1 and the shareholders of SFNB, as certified by the
Secretary of S1 on the date hereof as then being complete,
accurate and in effect.
9. Resolutions of the Board of Directors of SFNB adopted at a meeting
held on December 22, 1995 and by unanimous written consent of
directors dated as of July 9, 1998, as certified by the Secretary
of S1 on the date hereof as then being complete, accurate and in
effect, relating to, among other things, approval of the
Directors' Stock Option Plan.
10. Resolution of the shareholders of SFNB adopted at a meeting held
on November 20, 1996, as certified by the Secretary of S1 on the
date hereof as then being complete, accurate and in effect,
relating to approval of the Directors' Stock Option Plan.
11. The Advisory Directors' Stock Option Plan, as adopted by the Board
of Directors of S1, as certified by the Secretary of S1 on the
date hereof as then being complete, accurate and in effect.
12. Resolutions of the Board of Directors of SFNB adopted at a meeting
held on January 10, 1997 and by unanimous written consent of
directors dated as of July 9, 1998 and resolutions of the Board of
Directors of S1 adopted at a meeting held on April 14, 1999, as
certified by the Secretary of S1 on the date hereof as then being
complete, accurate and in effect, relating to, among other things,
approval of the Advisory Directors' Stock Option Plan.
13. The 1995 SecureWare Stock Option Plan, as adopted by the Board of
Directors of S1, as certified by the Secretary of S1 on the date
hereof as then being complete, accurate and in effect.
14. Resolutions of the Board of Directors of SFNB adopted by unanimous
written consent of directors dated as of July 9, 1998 and
resolutions of the Board of Directors of S1 adopted at a meeting
held on April 14, 1999, as certified by the Secretary of S1 on the
date hereof as then being complete, accurate and in
<PAGE> 3
effect, relating to, among other things, the 1995 SecureWare Stock
Option Plan.
15. The SecureWare Stock Option Plan, as adopted by the Board of
Directors of S1, as certified by the Secretary of S1 on the date
hereof as then being complete, accurate and in effect.
16. Resolutions of the Board of Directors of SFNB adopted by unanimous
written consent of directors dated as of July 9, 1998 and
resolutions of the Board of Directors of S1 adopted at a meeting
held on April 14, 1999, as certified by the Secretary of S1 on the
date hereof as then being complete, accurate and in effect,
relating to, among other things, the SecureWare Stock Option Plan.
17. The 1997 Stock Option Plan, as adopted by the Board of Directors
of S1, as certified by the Secretary of S1 on the date hereof as
then being complete, accurate and in effect.
18. Resolutions of the Board of Directors of SFNB adopted at meetings
held on June 25, 1997, September 18, 1997 and January 28, 1998 and
by unanimous written consent of directors dated as of July 9, 1998
and resolutions of the Board of Directors of S1 adopted at
meetings held on November 18, 1999 and January 6, 1999, as
certified by the Secretary of S1 on the date hereof as then being
complete, accurate and in effect, relating to, among other things,
approval of the 1997 Stock Option Plan and amendments thereto.
19. The 1998 Directors' Stock Option Plan, as adopted by the Board of
Directors of S1 and the sole shareholder of S1, as certified by
the Secretary of S1 on the date hereof as then being complete,
accurate and in effect.
20. Resolutions of the Board of Directors of S1 adopted at a meeting
held on June 26, 1998, as certified by the Secretary of S1 on the
date hereof as then being complete, accurate and in effect,
relating to, among other things, approval of the 1998 Directors'
Stock Option Plan.
21. Resolutions of the Board of Directors of SFNB adopted at a meeting
held on June 26, 1998, as certified by the Secretary of S1 on the
date hereof as then being complete, accurate and in effect,
relating to, among other things, approval of the 1998 Directors'
Stock Option Plan as the sole shareholder of S1.
22. Resolutions of the Board of Directors of S1 adopted at a meeting
held on June 3, 1998, as certified by the Secretary of S1 on the
date hereof as then being complete, accurate, and in effect,
relating to, among other things, certain of the Plans.
23. Resolutions of the Board of Directors of S1 adopted at a meeting
held on April 14, 1999 and by unanimous written consent of
directors dated as of May 5, 1999, as certified by the Secretary
of S1 on the date hereof as then being complete, accurate, and in
effect, relating to, among other things, the offering of the
Shares pursuant to the Registration Statement and the two-for-one
split of S1's common stock paid on May 7, 1999 and arrangements in
connection therewith.
<PAGE> 4
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.
This opinion letter is based as to matters of law solely on Delaware
corporate law. We express no opinion herein as to any other laws, statutes,
ordinances, rules or regulations.
Based upon, subject to and limited by the foregoing, we are of the
opinion that following issuance of the Shares in the manner and on the terms
contemplated in the Plans, the Shares will be validly issued, fully paid and
nonassessable.
This opinion letter has been prepared for your use in connection
with the Registration Statement and speaks as of the date hereof. We assume no
obligation to advise you of any changes in the foregoing subsequent to the
delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5
to the Registration Statement. In giving this consent, we do not thereby admit
that we are an "expert" within the meaning of the Securities Act of 1933, as
amended.
Very truly yours,
/s/ Hogan & Hartson L.L.P.
HOGAN & HARTSON L.L.P.
<PAGE> 1
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Security First Technologies Corporation:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Security First Technologies Corporation of our report dated February
4, 1999, relating to the consolidated balance sheets of Security First
Technologies Corporation and subsidiary as of December 31, 1997 and 1998, and
the related consolidated statements of operations, stockholders' equity and
comprehensive income (loss), and cash flows for each of the years in the
three-year period ended December 31, 1998, which report appears in the Annual
Report on Form 10-K for the year ended December 31, 1998.
KPMG LLP
/s/ KPMG LLP
Atlanta, Georgia
July 6, 1999
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
REGISTRATION STATEMENT FOR
SECTION 401(k) PLAN
REGISTRATION STATEMENT FOR EMPLOYEE STOCK PURCHASE PLAN
REGISTRATION STATEMENT FOR STOCK OPTION PLANS AND AGREEMENTS
Each person whose signature appears below appoints James S. Mahan,
III or Robert F. Stockwell, jointly and severally, each in his own capacity, his
true and lawful attorneys-in-fact, with full power of substitution for him and
in his name, place and stead, in any and all capacities to sign the Registration
Statements on Form S-8 referred to above and any amendments to the Registration
Statements, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be signed in counterparts.
[Signatures on following page]
<PAGE> 2
IN WITNESS WHEREOF, each of the undersigned has executed this Power
of Attorney as of June 30, 1999.
/s/ ROBERT W. COPELAN
--------------------------------
Robert W. Copelan
/s/ DORSEY R. GARDNER
--------------------------------
Dorsey R. Gardner
/s/ JAMES S. MAHAN, III
--------------------------------
James S. Mahan, III
--------------------------------
Joseph S. McCall
/s/ HOWARD J. RUNNION, JR.
--------------------------------
Howard J. Runnion
