<PAGE> 1
As filed with the Securities and Exchange Commission on December 9, 1998
Registration No. 333-
------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
WORLD ACCESS, INC.
(FORMERLY NAMED WAXS INC.)
(Exact name of registrant as specified in its charter)
DELAWARE 58-2398004
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
945 EAST PACES FERRY ROAD
SUITE 2200
ATLANTA, GEORGIA 30326
(Address, including zip code, of principal executive offices)
WORLD ACCESS, INC. OUTSIDE DIRECTORS' WARRANT PLAN; AND
WORLD ACCESS, INC. DIRECTORS' WARRANT INCENTIVE PLAN
(Full title of the plan)
MARK A. GERGEL ROBERT C. HUSSLE, ESQ.
WORLD ACCESS, INC. ROGERS & HARDIN LLP
945 EAST PACES FERRY ROAD 2700 INTERNATIONAL TOWER
SUITE 2200 229 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30326 ATLANTA, GEORGIA 30303
(404) 231-2025 (404) 522-4700
(Names, addresses, including zip codes, and telephone numbers, including area
codes, of agents for service)
--------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered(2) Share Price Registration Fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share (1) 741,340 $20.875 $15,475,472(3) $4,303
============================================================================================================
</TABLE>
(1) Issuable pursuant to the World Access, Inc. Outside Directors' Warrant
Plan or the World Access, Inc. Directors' Warrant Incentive Plan.
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this registration statement also includes an indeterminable number of
additional shares that may become issuable as a result of cancelled,
terminated or expired options for Common Stock, or pursuant to the
antidilution adjustment provisions of the above referenced plans.
(3) Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as
amended, and solely for the purpose of calculating the applicable
registration fee, the proposed maximum offering price per share has
been estimated at $20.875, which amount represents the average of the
high and low sales prices of the common stock of World Access, Inc. on
December 8, 1998 as reported on the Nasdaq Stock Market's National
Market.
-------------------
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and
Exchange Commission (the "Commission") by the Registrant, WA Telcom Products
Co., Inc. (formerly known as World Access, Inc., "Old World Access") or NACT
Telecommunications, Inc. ("NACT") are incorporated by reference in this
Registration Statement:
Documents Filed by the Registrant:
1. Current Report on Form 8-K filed on October 28, 1998
(relating to the consummation of the holding company reorganization)
(the "October 28, 1998 Form 8-K") (File No. 0-29782);
2. The description of the Registrant's capital stock included
in the Registration Statement on Form S-4 (No. 333-65389), which
description is incorporated by reference into the October 28, 1998 Form
8-K;
3. The Joint Proxy Statement/Prospectus dated November 10,
1998 comprising a part of the Registration Statement on Form S-4 (No.
333-67025) filed on November 9, 1998 (relating to the merger with Telco
Systems, Inc. ("Telco Systems"));
4. Current Report on Form 8-K filed on November 12, 1998
(relating to the consummation of the holding company reorganization);
and
5. Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998.
Documents Filed by Old World Access:
1. Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, as amended by Amendment No. 1 thereto on Form 10-K/A
filed on April 27, 1998 (File No. 0-19998);
2. Current Report on Form 8-K filed on February 13, 1998, as
amended by Amendment No. 1 thereto on Form 8-K/A filed on April 14,
1998, as further amended by Amendment No. 2 thereto on Form 8-K/A filed
on September 3, 1998 (relating to the acquisition of Advanced TechCom,
Inc.);
3. Current Report on Form 8-K filed on February 20, 1998, as
amended by Amendment No. 1 thereto on Form 8-K/A filed on February 25,
1998 (relating to the acquisition of a majority interest in NACT);
4. Current Report on Form 8-K filed on February 20, 1998
(relating to the execution of a letter of intent with Cherry
Communications Incorporated d/b/a Resurgens Communications Group
("RCG"));
5. Current Report on Form 8-K filed on March 13, 1998
(relating to the consummation of the acquisition of a majority interest
in NACT);
6. Current Report on Form 8-K filed on April 23, 1998, as
amended by Amendment No. 1 thereto on Form 8-K/A filed on April 24,
1998 (relating to the resignation of a World Access director);
II-1
<PAGE> 3
7. Quarterly Report on Form 10-Q for the quarter ended March
31, 1998, as amended by Amendment No. 1 thereto on Form 10-Q/A filed on
September 2, 1998;
8. Current Report on Form 8-K filed on May 18, 1998 (relating
to the execution of definitive agreements to acquire RCG and Cherry
Communications U.K. Limited ("Cherry U.K."));
9. Current Report on Form 8-K filed on June 8, 1998 (relating
to the execution of a definitive merger agreement with Telco Systems);
10. Current Report on Form 8-K filed on July 27, 1998, as
amended by Amendment No. 1 thereto on Form 8-K/A filed on September 4,
1998, as further amended by Amendment No. 2 thereto on Form 8-K/A filed
on September 25, 1998 (relating to the audited financial statements of
RCG and Cherry U.K.);
11. Quarterly Report on Form 10-Q for the quarter ended June
30, 1998;
12. Current Report on Form 8-K filed on September 9, 1998, as
amended by Amendment No. 1 thereto on Form 8-K/A filed on September 25,
1998 (relating to the audited financial statements of Telco Systems);
and
13. Current Report on Form 8-K filed on October 14, 1998
(relating to the agreement in principle to amend the Merger Agreement).
Documents Filed by NACT:
1. Annual Report on Form 10-K for the fiscal year ended
September 30, 1997, as amended by Amendment No. 1 thereto on Form
10-K/A filed on January 23, 1998 (File No. 0-22017);
2. Current Report on Form 8-K filed on January 6, 1998
(relating to Old World Access' agreement to purchase a majority
interest in NACT from GST Telecommunications, Inc. ("GST"));
3. Quarterly Report on Form 10-Q for the quarter ended
December 31, 1997;
4. Current Report on Form 8-K filed on March 13, 1998
(relating to Old World Access' consummation of the purchase of majority
interest in NACT from GST and the changing of the fiscal year);
5. Quarterly Report on Form 10-Q for the quarter ended March
31, 1998;
6. Quarterly Report on Form 10-Q for the quarter ended June
30, 1998; and
7. Current Report on Form 8-K filed on September 21, 1998
(relating to the execution of a Memorandum of Understanding to settle
certain pending litigation).
II-2
<PAGE> 4
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all the shares of Common
Stock offered hereby have been sold or which deregisters all of such shares then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 102 of the Delaware General Corporation Law ("DGCL") allows a
corporation to eliminate or limit the personal liability of directors of a
corporation to the corporation or to any of its stockholders for monetary
damages for a breach of fiduciary duty as a director, except (i) for breach of
the director's duty of loyalty, (ii) for acts of omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
certain unlawful dividends and stock repurchases, or (iv) for any transaction
from which the director derived an improper personal benefit.
Section 145 of the DGCL provides that in the case of any action other
than one by or in the right of the corporation, a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
in such capacity on behalf of another corporation or enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action if he 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, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.
Section 145 of the DGCL provides that in the case of an action by or in
the right of a corporation to procure a judgment in its favor, a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any action or suit by reason of the fact that such person is or was a direct,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation in such capacity on behalf of another corporation or
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted under standards similar to those set forth in the proceeding
paragraph, except that no indemnification may be made in respect of any action
or claim as to which such person shall have been adjudged to be liable to the
corporation unless a court determines that such person is fairly and reasonably
entitled to indemnification.
Articles X and XI of the Registrant's Certificate of Incorporation
provide for indemnification of directors, officers and employees to the fullest
extent permissible under the DGCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-3
<PAGE> 5
ITEM 8. EXHIBITS.
The exhibits to this Registration Statement are listed on the Exhibit
Index included elsewhere herein.
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.
(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 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
provisions described in Item 6, or otherwise, the Registrant
has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred
or paid by a director, officer of controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the
final adjudication of such issue.
II-4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on this 9th day of
December, 1998.
WORLD ACCESS, INC.
By:/s/ STEVEN A. ODOM
--------------------------
Steven A. Odom
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
as of December 9, 1998.
Name Capacity
---- --------
* Director
- -------------------------------
Stephen J. Clearman
* Executive Vice President and Chief
- ------------------------------- Financial Officer
Mark A. Gergel
* Corporate Controller and Secretary
- ------------------------------- (Chief Accounting Officer)
Martin D. Kidder
* Chairman of the Board and
- ------------------------------- Chief Executive Officer
Steven A. Odom
* Director
- -------------------------------
John D. Phillips
* Director
- -------------------------------
Stephen E. Raville
* President, Chief Operating
- ------------------------------- Officer and Director
Hensley E. West
*By: /s/ STEVEN A. ODOM
--------------------------
As Attorney-In-Fact
II-5
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE NO.
--- ----------- --------
<S> <C> <C>
5.1 Opinion of Rogers & Hardin LLP ______
23.1 Consent of Rogers & Hardin LLP (contained in Exhibit 5.1 hereto) ______
23.2 Consent of PricewaterhouseCoopers LLP, independent public accountants, with
respect to financial statements of World Access, Inc. ______
23.3 Consent of Tedder, Grimsley & Company, P.A., independent auditors, with
respect to the financial statements of Advanced TechCom, Inc. ______
23.4 Consent of KPMG Peat Marwick LLP, independent auditors, with respect to
financial statements of NACT Telecommunications, Inc. ______
23.5 Consent of Deloitte & Touche, LLP, independent auditors, with respect to
financial statements of Advanced TechCom, Inc. ______
23.6 Consent of Ernst & Young LLP, independent auditors, with respect to
consolidated financial statements of Telco Systems, Inc. ______
23.7 Consent of Ernst & Young LLP, independent auditors, with respect to combined
financial statements of Cherry Communications, Inc. (d/b/a Resurgens
Communications Group) and Cherry Communications U.K. Limited. ______
23.8 Consent of Grant Thornton LLP, independent auditors, with respect to financial
statements of Cherry Communications, Inc. and Cherry Communications U.K.
Limited ______
24.1 Powers of Attorney ______
</TABLE>
II-6
<PAGE> 1
EXHIBIT 5.1
December 9, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: World Access, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to World Access, Inc. (the "Company") in
connection with the filing by the Company of a Registration Statement on Form
S-8 (the "Registration Statement") with the Securities and Exchange Commission
(the "Commission") registering under the Securities Act of 1933, as amended
(the "Act"), 741,340 shares of the common stock, par value $.01 per share (the
"Common Stock"), of the Company issuable pursuant to the World Access, Inc.
Outside Directors' Warrant Plan or the World Access, Inc. Directors' Warrant
Incentive Plan (each a "Plan"). All such shares of Common Stock are referred to
herein as the "Shares".
The opinion hereinafter set forth is given pursuant to Item 8 of Form S-8
and Item 601 of Regulation S-K. Such opinion is given solely for the benefit of
the Commission, may be relied upon only by the Commission in connection with
the Registration Statement and may not be used, circulated, quoted or referred
to by or filed with any other person or entity, including any other
governmental unit or agency, without first obtaining the express written
consent of this firm.
In giving the opinion hereinafter set forth, we have examined the minutes
of the proceedings of the stockholders and the Board of Directors of the
Company, each of the Plans and such other agreements, documents, instruments
and records as we deemed necessary or appropriate under the circumstances for
us to express the opinion hereinafter set forth. As to various factual matters
that are material to our opinion, we have relied upon certificates of officers
of the Company and certificates of various public officials. In making the
foregoing examinations, we assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
the original documents of all documents submitted to us as copies, the
authority of the person or persons who executed each of such documents on
behalf of any person or entity other than the Company, the correctness and
accuracy of all
<PAGE> 2
Securities and Exchange Commission
December 9, 1998
Page 2
certificates of officers of the Company and the correctness and accuracy of all
certificates of various public officials.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued in accordance with the Plan pursuant to which the Shares
were issued against payment in full of the purchase price therefor, will be
validly issued, fully paid and nonassessable.
Our conclusions are limited to the matters expressly set forth as our
"opinion" in the immediately preceding paragraph, and no opinion is implied or
is to be inferred beyond the matters expressly so stated. Such opinion is given
as of the date hereof, and we expressly decline any undertaking to revise or
update such opinion subsequent to the date hereof or to advise the Commission
of any matter arising subsequent to the date hereof that would cause us to
modify, in whole or in part, such opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not admit that
we are in the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
ROGERS & HARDIN
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 5, 1998, which appears on page
25 of World Access, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1997, as amended on Form 10-K/A filed on April 27, 1998.
PricewaterhouseCoopers LLP
Atlanta, Georgia
December 8, 1998
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
World Access, Inc. on Form S-8 of our report on the consolidated financial
statements of Advanced TechCom, Inc. and Subsidiaries dated March 27, 1998
appearing in the Current Report on Form 8-K filed on February 13, 1998, as
amended by Amendment No. 1 thereto on Form 8-K/A filed on April 14, 1998, as
further amended by Amendment No. 2 thereto on Form 8-K/A filed on September 3,
1998.
/s/ Tedder, Grimsley & Company, P.A.
Lakeland, Florida
December 7, 1998
<PAGE> 1
EXHIBIT 23.4
The Board of Directors
NACT Telecommunications, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of World Access, Inc. of our report dated December 4, 1997, relating to the
balance sheets of NACT Telecommunications, Inc. as of September 30, 1997 and
1996, and the related statements of income, stockholders' equity, and cash
flows for each of the years in the three-year period ended September 30, 1997
and related schedule, which report appears in the September 30, 1997, annual
report on Form 10-K of NACT Telecommunications, Inc.
/s/ KPMG PEAT MARWICK LLP
Salt Lake City, Utah
December 4, 1998
<PAGE> 1
Exhibit 23.5
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
(the "Registration Statement") of World Access, Inc. on Form S-8 of our report
on the consolidated financial statements of Advanced TechCom, Inc. and
Subsidiary ("ATI") dated February 26, 1997 (October 15, 1997 as to Notes 2 and
13, and the last paragraph of Note 5) (which expresses an unqualified opinion
and includes an explanatory paragraph referring to certain subsequent events,
including entering into an agreement to subcontract certain of ATI's
manufacturing, raising of additional equity and the receipt of a commitment for
additional financing) appearing in the Current Report on Form 8-K dated
February 13, 1998 of World Access, Inc.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
December 7, 1998
<PAGE> 1
Exhibit 23.6
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of World Access, Inc. pertaining to the World Access, Inc. Outside
Directors' Warrant Plan and the World Access, Inc. Directors' Warrant Incentive
Plan of our report dated November 4, 1998, with respect to the consolidated
financial statements and schedule of Telco Systems, Inc. included in the
Registration Statement (Form S-4 No. 333-67025) and related Joint Proxy
Statement/Prospectus filed by World Access, Inc. with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
December 7, 1998
<PAGE> 1
Exhibit 23.7
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) filed by World Access, Inc., pertaining to World Access,
Inc. Outside Directors' Warrant Plan and World Access, Inc. Directors' Warrant
Incentive Plan, of our report dated June 5, 1998, with respect to the combined
financial statements of Cherry Communications Incorporated (d/b/a Resurgens
Communications Group) and Cherry Communications UK Limited for the year ended
December 31, 1997, included in (i) the Current Report on Form 8-K filed by World
Access, Inc. on July 27, 1998, as amended by Amendment No. 1 thereto on Form
8-K/A filed by World Access, Inc. on September 4, 1998, as further amended by
Amendment No. 2 thereto on Form 8-K/A filed by World Access, Inc. on September
25, 1998 and (ii) the Joint Proxy Statement of World Access, Inc. and Telco
Systems, Inc. and Prospectus of World Access, Inc. that is made part of the
Registration Statement (Form S-4 No. 333-67025) filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Atlanta, Georgia
December 7, 1998
<PAGE> 1
EXHIBIT 23.8
CONSENT OF INDEPENDENT AUDITORS
We have issued our report dated July 11, 1997, except for Notes 2 and
10 as to which the date is July 24, 1997, accompanying the combined financial
statements of Cherry Communications Incorporated and Cherry Communications U.K.
Limited for each of the two years in the period ended December 31, 1996 included
in the Current Report on Form 8-K filed by World Access, Inc. on July 27, 1998,
as amended by Amendment No. 1 thereto on Form 8-K/A filed by World Access, Inc.
on September 4, 1998 and Amendment No. 2 thereto on Form 8-K/A filed by World
Access, Inc. on September 25, 1998, which are incorporated by reference in this
Registration Statement of World Access, Inc. on Form S-8 for World Access, Inc.
Outside Directors' Warrant Plan and World Access, Inc. Directors' Warrant
Incentive Plan. We consent to the incorporation by reference in the Registration
Statement of the aforementioned report.
/s/ GRANT THORNTON LLP
Chicago, Illinois
December 7, 1998
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Steven A. Odom and Mark A. Gergel
as his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-8 of World Access, Inc.
to which this Power of Attorney is attached as an Exhibit, filed with the
Securities and Exchange Commission, and any and all amendments (including
post-effective amendments) thereto, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
This 9th day of December, 1998.
/s/ STEPHEN J. CLEARMAN
-------------------------------------
Stephen J. Clearman
/s/ MARTIN D. KIDDER
-------------------------------------
Martin D. Kidder
/s/ MARK A. GERGEL
-------------------------------------
Mark A. Gergel
/s/ STEVEN A. ODOM
-------------------------------------
Steven A. Odom
/s/ JOHN D. PHILLIPS
-------------------------------------
John D. Phillips
/s/ STEPHEN E. RAVILLE
-------------------------------------
Stephen E. Raville
/s/ HENSLEY E. WEST
-------------------------------------
Hensley E. West
