<PAGE> 1
As filed with the Securities and Exchange Commission on July 12, 1995
File No.
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
ROY F. WESTON, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-1501990
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
ONE WESTON WAY
WEST CHESTER, PENNSYLVANIA 19380-1499
(Address of principal executive offices) (Zip Code)
ROY F. WESTON, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
===========================================
M. CHRISTINE MURPHY
EXECUTIVE VICE PRESIDENT-QUALITY ASSURANCE/FINANCE
ROY F. WESTON, INC.
ONE WESTON WAY
WEST CHESTER, PENNSYLVANIA 19380-1499
(Name and address of agent for service)
(610) 701-3000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered offering aggregate fee
registered price per offering
share (1) price (1)
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Series A 450,000 $4.25 $1,806,250 $623
Common Stock, shares (2)
par value
$.10 per share
- --------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee in
accordance with paragraphs (c) and (h) of Rule 457 under the
Securities Act of 1933 on the basis of an 85% employee contribution
rate and high and low prices of $5.13 and $4.78, respectively,
reported in the NASDAQ National Market System on July 10, 1995.
(2) Also registered hereby are such additional indeterminate number of
shares of Series A Common Stock or other securities as may become
issuable upon exercise of purchase rights or otherwise by reason of
adjustments pursuant to the anti-dilution provisions of the Employee
Stock Purchase Plan.
<PAGE> 2
PRIOR REGISTRATION STATEMENT
This registration statement is filed with the Securities and Exchange
Commission (the "Commission") for the purpose of registering additional shares
of Series A Common Stock ("Stock") of the registrant in connection with its
Employee Stock Purchase Plan (the "Plan"). Four registration statements on
Form S-8, File No. 33-10735, File No. 33-40897, File No. 33-55168 and File
No. 33-56757 (the "Prior Registration Statements") were filed in December,
1986, June, 1991, November, 1992 and December, 1994, respectively in
respect of shares of Stock to be offered pursuant to the Plan and are
currently effective. The contents of the Prior Registration Statements, to
the extent not otherwise amended or superseded by the contents hereof, are
incorporated herein by reference.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by the
registrant pursuant to the requirements of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") are incorporated hereby by reference:
(a) Annual Report on Form 10-K for the year ended
December 31, 1994;
(b) Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995; and
(c) Description of the registrant's Series A Common Stock
contained in the registrant's Registration Statement
on Form 8-A, dated February 27, 1987.
In addition, all documents subsequently filed by the
registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing with the Commission of a
post-effective amendment which (i) indicates that all securities registered
hereby have been sold or (ii) effects the deregistration of the balance of such
securities then remaining
2
<PAGE> 3
unsold shall be deemed to be incorporated herein by reference and to be a 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.
Article XIII of the bylaws of the registrant provides that the
registrant shall indemnify any person who was or is a party or threatened to be
made a party to any threatened, pending or completed action, suit or proceeding
by reason of the fact that such person is or was a director or officer. Such
Article provides for indemnification against expenses, judgments, fines and
amounts paid in settlement of such proceedings and further provides generally
that the registrant pay expenses incurred by such persons in defending an
action in advance of its final disposition, provided the person receiving such
advances undertakes to repay the amount advanced if it is ultimately determined
that such person is not entitled to indemnification by the registrant. For
these purposes, the Board has the authority to purchase and maintain insurance
at the registrant's expense.
The registrant has in effect a directors and officers
liability insurance policy which, with certain general and specific exclusions,
indemnifies each person who was, is or may hereafter be a director or officer
of the registrant and his heirs and assigns, against any payment by an insured
(except fines and penalties) in respect of any legal liability, whether actual
or asserted, arising from any claim made against an insured by reason of any
breach of duty, neglect, error, misstatement, misleading statement, omission or
other act done or wrongfully attempted by the insured, in his capacity as a
director or officer of the registrant, or any of the foregoing so alleged by
any claimant, or any matter claimed against an insured solely by reason of his
being or having been a director or officer of the registrant. The policy may
be cancelled by the insurer upon 30 days' written notice to the registrant. To
the extent that such insurance covers liabilities arising under the Securities
Act of 1933, no waivers or undertakings are made by the registrant with respect
thereto, except as set forth in Item 9 of this Registration Statement.
Sections 1741-1745 of the Pennsylvania Business Corporation
Law of 1988, as amended (the "PA BCL") authorize such
3
<PAGE> 4
indemnification as described above if the person to be indemnified acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the corporation and had no reasonable cause to believe
was unlawful. Whether the person to be indemnified acted in good faith shall
be determined by members of the Board who are not parties to such litigation,
independent counsel or shareholders. Such indemnity shall not be allowed in a
derivative suit in which such person is adjudged liable for negligence or
misconduct except to the extent allowed by the Court of Common Pleas. Whether
such proceeding is brought by or in the right of the registrant or otherwise,
indemnification shall be allowed only as specifically authorized by the Board
in each case.
In addition to the foregoing, Article XII of the bylaws of the
registrant limits the personal liability of directors of the registrant for
monetary damages arising out of breaches of their fiduciary duties unless the
conduct in question constitutes self-dealing, willful misconduct or
recklessness, all as authorized by Section 1713 of the PA BCL. The
aforementioned provisions do not apply to the responsibility or liability of a
director pursuant to any criminal statute or for payment of federal, state or
local taxes.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index which appears at page 8
of this Registration Statement for a detailed list of the exhibits filed as a
part hereof.
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 of 1933;
(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)
4
<PAGE> 5
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
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, 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
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 of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) 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 under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6
hereof, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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
5
<PAGE> 6
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 Act and will be governed by the final
adjudication of such issue.
6
<PAGE> 7
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 West Chester, Pennsylvania, on July 12, 1995.
ROY F. WESTON, INC.
By:s/ A. Frederick Thompson
--------------------------------
A. Frederick Thompson
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by or on behalf of the
following persons in the capacities indicated on July 12, 1995.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
*Joseph Bordogna Director
*Henry L. Diamond Director
*Katherine Swoyer Fittipaldi Director
*Robert G. Jahn Director
*James E. Ksansnak Director
*Peter J. Marks Director
*William J. Marrazzo Director and
Chief Executive Officer
*William G. Mecaughey Vice President and
Controller
*M. Christine Murphy Director and
Chief Financial Officer
*Marvin O. Schlanger Director
*Steven C. Vorndran Director
*Roy F. Weston Director
*By:s/ Steven V. Abramson
-----------------------------
Steven V. Abramson,
Attorney-in-Fact, Pursuant
to Power of Attorney
</TABLE>
7
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Numbering
Exhibit No. Description of Exhibit Page No.
- ----------- ---------------------- ----------
<S> <C> <C>
4.01 Articles of Incorporation of registrant, as amended and --
restated (incorporated by reference to Exhibit 3(a) to
registrant's Registration Statement on Form S-1, No. 33-
20834, filed under Securities Act of 1933, as amended).
4.02 By-laws of registrant, as amended (incorporated by --
reference to Exhibit 3(b) to registrant's Annual Report on
Form 10-K for year ended December 31, 1989 filed under
Securities Exchange Act of 1934, as amended).
5.01 Opinion of Dechert Price & Rhoads as to legality of --
securities being registered.
23.01 Consent of Coopers & Lybrand L.L.P. to incorporation of --
their reports dated February 8, 1995 with respect to
consolidated financial statements and related schedules of
registrant and subsidiaries included in or incorporated by
reference into registrant's 1994 Annual Report on Form 10-K.
23.02 Consent of Dechert Price & Rhoads (contained in opinion --
filed as Exhibit 5.01 to this Registration Statement).
24.01 Powers of Attorney executed by certain directors of --
registrant, authorizing execution of Registration Statement
on each such director's respective behalf by persons
designated therein.
</TABLE>
<PAGE> 1
EXHIBIT 5.01
DECHERT PRICE AND RHOADS LETTERHEAD
July 12, 1995
Roy F. Weston, Inc.
One Weston Way
West Chester, PA 19380
Re: Employee Stock Purchase Plan:
Form S-8 Registration Statement
Gentlemen:
You have requested our opinion in connection with the filing
today of a registration statement on Form S-8 (the "Registration Statement")
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, relating to an aggregate of 450,000 additional shares (the
"Shares") of Series A Common Stock, par value $.10 per share, to be offered
pursuant to the Company's Employee Stock Purchase Plan (the "Plan"). You have
informed us, and we have assumed for purposes of this opinion, that the Shares
may be either (i) newly issued from the Company's reserve of authorized but
previously unissued shares or (ii) previously outstanding shares acquired by
the Company.
We have examined the Plan and such corporate records and other
documents and matters as we have considered appropriate to enable us to give
this opinion.
Based on the foregoing, it is our opinion that the Shares, to
the extent they are newly issued, have been duly authorized and when issued and
sold in accordance with the provisions of the Plan will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
DECHERT PRICE AND RHOADS
<PAGE> 1
EXHIBIT 23.01
COOPERS & LYBRAND LETTERHEAD
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our reports dated February 8, 1995, on our audits of the
consolidated financial statements and financial statement schedules of Roy F.
Weston, Inc. and subsidiaries which are included in or incorporated by
reference into the Roy F. Weston, Inc. and subsidiaries 1994 Annual Report on
Form 10-K, which is incorporated by reference in this Form S-8.
COOPERS & LYBRAND
2400 Eleven Penn Center
Philadelphia, Pennsylvania
July 12, 1995
<PAGE> 1
EXHIBIT 24.01
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints A. Frederick Thompson,
M. Christine Murphy and Steven V. Abramson, and each of them, with full power
to act without the others, as the true and lawful attorney-in-fact and agent of
the undersigned, with full and several power of substitution, to sign a
registration statement or registration statements to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, for the purpose of registering the offering of interests in, and
shares of Series A Common Stock of ROY F. WESTON, INC. (WESTON(R)) (the
"Company") under the terms and conditions of, various plans established by the
Company for the benefit of its employees and those of subsidiaries and
affiliated companies; to sign any and all amendments (including post-effective
amendments) to such registration statement or statements; and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission; granting to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act requisite and necessary to be done in connection therewith, as fully
as the undersigned might or could do in person, hereby ratifying and confirming
all that such attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 02 day of December, 1994.
s/ A. Frederick Thompson
---------------------------------------
A. Frederick Thompson
<PAGE> 2
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints A. Frederick Thompson,
M. Christine Murphy and Steven V. Abramson, and each of them, with full power
to act without the others, as the true and lawful attorney-in-fact and agent of
the undersigned, with full and several power of substitution, to sign a
registration statement or registration statements to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, for the purpose of registering the offering of interests in, and
shares of Series A Common Stock of ROY F. WESTON, INC. (WESTON(R)) (the
"Company") under the terms and conditions of, various plans established by the
Company for the benefit of its employees and those of subsidiaries and
affiliated companies; to sign any and all amendments (including post-effective
amendments) to such registration statement or statements; and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission; granting to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act requisite and necessary to be done in connection therewith, as fully
as the undersigned might or could do in person, hereby ratifying and confirming
all that such attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 02 day of December, 1994.
s/ Dr. Joseph Bordogna
-------------------------------------
Dr. Joseph Bordogna
<PAGE> 3
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints A. Frederick Thompson,
M. Christine Murphy and Steven V. Abramson, and each of them, with full power
to act without the others, as the true and lawful attorney-in-fact and agent of
the undersigned, with full and several power of substitution, to sign a
registration statement or registration statements to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, for the purpose of registering the offering of interests in, and
shares of Series A Common Stock of ROY F. WESTON, INC. (WESTON(R)) (the
"Company") under the terms and conditions of, various plans established by the
Company for the benefit of its employees and those of subsidiaries and
affiliated companies; to sign any and all amendments (including post-effective
amendments) to such registration statement or statements; and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission; granting to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act requisite and necessary to be done in connection therewith, as fully
as the undersigned might or could do in person, hereby ratifying and confirming
all that such attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 02 day of December, 1994.
s/ Henry L. Diamond
----------------------------------
Henry L. Diamond
<PAGE> 4
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints A. Frederick Thompson,
M. Christine Murphy and Steven V. Abramson, and each of them, with full power
to act without the others, as the true and lawful attorney-in-fact and agent of
the undersigned, with full and several power of substitution, to sign a
registration statement or registration statements to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, for the purpose of registering the offering of interests in, and
shares of Series A Common Stock of ROY F. WESTON, INC. (WESTON(R)) (the
"Company") under the terms and conditions of, various plans established by the
Company for the benefit of its employees and those of subsidiaries and
affiliated companies; to sign any and all amendments (including post-effective
amendments) to such registration statement or statements; and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission; granting to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act requisite and necessary to be done in connection therewith, as fully
as the undersigned might or could do in person, hereby ratifying and confirming
all that such attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 02 day of December, 1994.
s/ Katherine Swoyer Fittipaldi
---------------------------------------------
Katherine Swoyer Fittipaldi
<PAGE> 5
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints A. Frederick Thompson,
M. Christine Murphy and Steven V. Abramson, and each of them, with full power
to act without the others, as the true and lawful attorney-in-fact and agent of
the undersigned, with full and several power of substitution, to sign a
registration statement or registration statements to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, for the purpose of registering the offering of interests in, and
shares of Series A Common Stock of ROY F. WESTON, INC. (WESTON(R)) (the
"Company") under the terms and conditions of, various plans established by the
Company for the benefit of its employees and those of subsidiaries and
affiliated companies; to sign any and all amendments (including post-effective
amendments) to such registration statement or statements; and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission; granting to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act requisite and necessary to be done in connection therewith, as fully
as the undersigned might or could do in person, hereby ratifying and confirming
all that such attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 02 day of December, 1994.
s/ Robert G. Jahn
---------------------------------
Robert G. Jahn
<PAGE> 6
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints A. Frederick Thompson, M.
Christine Murphy and Steven V. Abramson, and each of them, with full power to
act without others, as the true and lawful attorney-in-fact and agent of the
undersigned, with full and several power of substitution, to sign a
registration statement or registration statements to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, for the purpose of registering the offering of interests in, and
shares of Series A Common Stock of ROY F. WESTON, INC. (WESTON(R)) (the
"Company") under the terms and conditions of, various plans established by the
Company for the benefit of its employees and those of subsidiaries and
affiliated companies; to sign any and all amendments (including post-effective
amendments) to such registration statement or statements; and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission; granting to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act requisite and necessary to be done in connection therewith, as fully
as the undersigned might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 7th day of July, 1995.
s/James E. Ksansnak
------------------------------
James E. Ksansnak
<PAGE> 7
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints A. Frederick Thompson,
M. Christine Murphy and Steven V. Abramson, and each of them, with full power
to act without the others, as the true and lawful attorney-in-fact and agent of
the undersigned, with full and several power of substitution, to sign a
registration statement or registration statements to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, for the purpose of registering the offering of interests in, and
shares of Series A Common Stock of ROY F. WESTON, INC. (WESTON(R)) (the
"Company") under the terms and conditions of, various plans established by the
Company for the benefit of its employees and those of subsidiaries and
affiliated companies; to sign any and all amendments (including post-effective
amendments) to such registration statement or statements; and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission; granting to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act requisite and necessary to be done in connection therewith, as fully
as the undersigned might or could do in person, hereby ratifying and confirming
all that such attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 02 day of December, 1994.
s/ Peter J. Marks
--------------------------------
Peter J. Marks
<PAGE> 8
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints A. Frederick Thompson,
M. Christine Murphy and Steven V. Abramson, and each of them, with full power
to act without the others, as the true and lawful attorney-in-fact and agent of
the undersigned, with full and several power of substitution, to sign a
registration statement or registration statements to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, for the purpose of registering the offering of interests in, and
shares of Series A Common Stock of ROY F. WESTON, INC. (WESTON(R)) (the
"Company") under the terms and conditions of, various plans established by the
Company for the benefit of its employees and those of subsidiaries and
affiliated companies; to sign any and all amendments (including post-effective
amendments) to such registration statement or statements; and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission; granting to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act requisite and necessary to be done in connection therewith, as fully
as the undersigned might or could do in person, hereby ratifying and confirming
all that such attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 02 day of December, 1994.
s/ William J. Marrazzo
-------------------------------------
William J. Marrazzo
<PAGE> 9
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints A. Frederick Thompson,
M. Christine Murphy and Steven V. Abramson, and each of them, with full power
to act without the others, as the true and lawful attorney-in-fact and agent of
the undersigned, with full and several power of substitution, to sign a
registration statement or registration statements to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, for the purpose of registering the offering of interests in, and
shares of Series A Common Stock of ROY F. WESTON, INC. (WESTON(R)) (the
"Company") under the terms and conditions of, various plans established by the
Company for the benefit of its employees and those of subsidiaries and
affiliated companies; to sign any and all amendments (including post-effective
amendments) to such registration statement or statements; and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission; granting to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act requisite and necessary to be done in connection therewith, as fully
as the undersigned might or could do in person, hereby ratifying and confirming
all that such attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 02 day of December, 1994.
s/ William G. Mecaughey
--------------------------------------
William G. Mecaughey
<PAGE> 10
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints A. Frederick Thompson,
M. Christine Murphy and Steven V. Abramson, and each of them, with full power
to act without the others, as the true and lawful attorney-in-fact and agent of
the undersigned, with full and several power of substitution, to sign a
registration statement or registration statements to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, for the purpose of registering the offering of interests in, and
shares of Series A Common Stock of ROY F. WESTON, INC. (WESTON(R)) (the
"Company") under the terms and conditions of, various plans established by the
Company for the benefit of its employees and those of subsidiaries and
affiliated companies; to sign any and all amendments (including post-effective
amendments) to such registration statement or statements; and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission; granting to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act requisite and necessary to be done in connection therewith, as fully
as the undersigned might or could do in person, hereby ratifying and confirming
all that such attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 02 day of December, 1994.
s/ M. Christine Murphy
-------------------------------------
M. Christine Murphy
<PAGE> 11
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints A. Frederick Thompson,
M. Christine Murphy and Steven V. Abramson, and each of them, with full power
to act without the others, as the true and lawful attorney-in-fact and agent of
the undersigned, with full and several power of substitution, to sign a
registration statement or registration statements to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, for the purpose of registering the offering of interests in, and
shares of Series A Common Stock of ROY F. WESTON, INC. (WESTON(R)) (the
"Company") under the terms and conditions of, various plans established by the
Company for the benefit of its employees and those of subsidiaries and
affiliated companies; to sign any and all amendments (including post-effective
amendments) to such registration statement or statements; and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission; granting to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act requisite and necessary to be done in connection therewith, as fully
as the undersigned might or could do in person, hereby ratifying and confirming
all that such attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 02 day of December, 1994.
s/ Marvin O. Schlanger
--------------------------------------
Marvin O. Schlanger
<PAGE> 12
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints A. Frederick Thompson,
M. Christine Murphy and Steven V. Abramson, and each of them, with full power
to act without the others, as the true and lawful attorney-in-fact and agent of
the undersigned, with full and several power of substitution, to sign a
registration statement or registration statements to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, for the purpose of registering the offering of interests in, and
shares of Series A Common Stock of ROY F. WESTON, INC. (WESTON(R)) (the
"Company") under the terms and conditions of, various plans established by the
Company for the benefit of its employees and those of subsidiaries and
affiliated companies; to sign any and all amendments (including post-effective
amendments) to such registration statement or statements; and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission; granting to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act requisite and necessary to be done in connection therewith, as fully
as the undersigned might or could do in person, hereby ratifying and confirming
all that such attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 02 day of December, 1994.
s/ Steven C. Vorndran
------------------------------------
Steven C. Vorndran
<PAGE> 13
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints A. Frederick Thompson,
M. Christine Murphy and Steven V. Abramson, and each of them, with full power
to act without the others, as the true and lawful attorney-in-fact and agent of
the undersigned, with full and several power of substitution, to sign a
registration statement or registration statements to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, for the purpose of registering the offering of interests in, and
shares of Series A Common Stock of ROY F. WESTON, INC. (WESTON(R)) (the
"Company") under the terms and conditions of, various plans established by the
Company for the benefit of its employees and those of subsidiaries and
affiliated companies; to sign any and all amendments (including post-effective
amendments) to such registration statement or statements; and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission; granting to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act requisite and necessary to be done in connection therewith, as fully
as the undersigned might or could do in person, hereby ratifying and confirming
all that such attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 02 day of December, 1994.
s/ Roy F. Weston
-------------------------------
Roy F. Weston
