Registration No. -----------------
As filed with the Securities and Exchange Commission on May 12, 1995
---------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
Registration Statement
Under
The Securities Act of 1933
WILLCOX & GIBBS, INC
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 13-1474527
------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 Alhambra Circle, Coral Gables, Florida 33134
------------------------------------------ ----------
(Address of Principal Executive Offices) (Zip Code)
1988 STOCK INCENTIVE PLAN
--------------------------
(Full title of the plan)
Allan M. Gonopolsky
Willcox & Gibbs, Inc., 150 Alhambra Circle, Coral Gables, FL 33134
(305) 446-8000
-------------------------------------------------------------------
(Name, address and telephone number of agent for service)
Copy to: John K. Hoyns, Esq.
Hughes Hubbard & Reed
One Battery Park Plaza
New York, N.Y. 10004
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of
Securities Amount Proposed Maximum Proposed Amount
to be to be Offering Price Maximum Aggregate Registration
Registered Registered* Per Share** Offering Price** Fee
- ------------ ----------- --------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, 1,600,000 $6.987 $11,178,781.25 $3,854.75
par value shares
$1 per share
(see footnotes on following page)
</TABLE>
<PAGE>
FOOTNOTES
- ---------
[FN]* This Registration Statement also relates to such indeterminate number of
additional shares resulting from stock splits, stock dividends, or
similar transactions with respect to shares covered by this Registration
Statement.
[FN]**The proposed maximum offering price per share of Common Stock and the
proposed maximum aggregate offering price are calculated solely for the
purpose of determining the registration fee pursuant to Rule 457(h)
under the Securities Act of 1933. With respect to 986,500 shares
subject to stock options granted prior to the date hereof, such prices
are based upon the $6.395 weighted average per share exercise price of
such options, and with respect to the balance of the shares registered
hereunder, such prices are based on a price of $7.9375 per share, which
is the average of the high and low sale prices per share of the Common
Stock on May 8, 1995, as reported in the consolidated transaction
reporting system.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents filed by Willcox & Gibbs, Inc. (the
"Company") under the Securities Exchange Act of 1934 (the "Exchange Act") are
incorporated herein by reference:
(a) The Company's annual report on Form 10-K for the year ended
December 31, 1994;
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1994; and
(c) The description of the Company's Common Stock contained in the
Company's registration statements therefor filed under Section 12 of the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby 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 a part hereof from the date of the 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
-----------------------------------------
Based upon Article NINTH of the Company's Certificate of
Incorporation, as amended, and New York law, no director will be personally
liable to the Company or any shareholder for damages for any breach of duty in
such capacity, except if a judgment or other final adjudication adverse to the
director establishes that (i) the director's acts or omissions were in bad
faith or involved intentional misconduct or a knowing violation of law, (ii)
the director personally gained in fact a financial profit or other advantage to
which he was not legally entitled or (iii) the director's acts violated
<PAGE>
Section 719 of the Business Corporation Law of New York. The Company's
Certificate of Incorporation, as amended, further provides that if the
Business Corporation Law of New York is amended after approval by the
stockholders of Article NINTH to authorize corporate action further
eliminating or limiting the personal liability of directors, then the
liability of directors of the Company will be eliminated or limited to the
fullest extent permitted by the Business Corporation Law of New York, as
so amended. In addition, the Company's Certificate of Incorporation, as
amended, provides that neither the amendment nor repeal of Article NINTH,
nor the adoption of any provision of the Company's Certificate of
Incorporation or By-Laws or of any statute inconsistent with Article
NINTH, may eliminate or reduce the effect of Article NINTH in respect of
any acts or omissions occurring prior to such amendment, repeal or
adoption of such inconsistent provision.
Based upon Article IX of the Company's By-Laws, any person made or
threatened to be made a party to an action or proceeding, whether civil or
criminal, by reason of the fact that he, his testator or intestate then is or
was a director or officer of the Company, or then serves or has served any
other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise in any capacity at the request of the Company, will be
indemnified by the Company against expenses (including attorneys' fees,
judgments, fines and amounts paid in settlement) to the full extent permitted
by the laws of the State of New York. This provision of the Company's By-Laws,
to the full extent so permitted, applies to actions by or in the right of the
Company and requires the Company to pay expenses in advance of final
disposition. In addition, Article IX of the Company's By-Laws provides that
its adoption will not adversely affect any right to indemnification which any
person may have had under the Company's By-Laws prior to its adoption or apart
from the provisions of the Company's By-Laws as now, hereafter or formerly in
effect. Other rights to indemnification or advancement of expenses may also be
provided by (i) a resolution of stockholders, (ii) a resolution of directors,
or (iii) an agreement providing for such indemnification. In addition, the
Company's By-Laws empower the Board of Directors of the Company in its
discretion, to provide indemnity on such terms and to such extent as it may
fix, to employees and other persons to whom the provisions of Article IX do not
relate.
On November 18, 1986, the Company entered into individual
indemnification agreements with directors and officers which confirm that
indemnification is to be provided to the full extent permitted by New York law
and (i) specify procedures for determining entitlement to indemnification and
advancement of expenses, (ii) afford indemnitees certain rights to selection of
special independent counsel to determine entitlement to indemnification, and to
creation of a trust fund to assure payment of indemnity amounts, in the event
of a Potential Change in Control (as defined), (iii) confirm that contractual
indemnity rights shall survive charter or By-Law changes or termination of
services and (iv) contain various other provisions designed to clarify the
rights of directors and officers to indemnity.
The Company has a contract for insurance coverage under which the
Company's directors and officers (as well as the Company) are indemnified under
certain circumstances with respect to litigation and other costs and
liabilities arising out of actual or alleged misconduct of such directors and
officers.
<PAGE>
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
<TABLE>
<CAPTION>
Item 8. Exhibits
--------
Number Description Method of Filing
- ------ ------------ -----------------
<S> <C> <C>
4.1 Composite Certificate of Incorporation Filed as Exhibit 3.1 to the Company's
of the Company annual report on Form 10-K for 1993
4.2 By-laws of the Company Filed as Exhibit 3.2 to the Company's
report on Form 10-K for 1993
5.1 Opinion of Hughes Hubbard & Reed as to Filed herewith
the legality of the securities being
registered
15.1 Awareness Letter of Coopers & Lybrand L.L.P. Filed herewith
23.1 Consent of Coopers & Lybrand L.L.P. Filed herewith
23.2 Consent of Hughes Hubbard & Reed Included in Exhibit 5.1
24.1 Powers of Attorney authorizing Filed herewith
Jon O. Fullerton and Allan M. Gonopolsky
to sign the Registration Statement and
all amendments thereto on behalf of certain
directors and officers of the Company
</TABLE>
Item 9. Undertakings
-------------
(a) The Company 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
<PAGE>
post-effective amendment thereof) which, individually or in the
aggregate, represents 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 registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Company 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 a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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 arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 12th day
of May, 1995.
WILLCOX & GIBBS, INC.
By: /s/ Jon O. Fullerton
---------------------------------
Jon O. Fullerton
Vice President, Secretary
and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 12th day of May, 1995.
<TABLE>
<CAPTION>
Signature Capacity
- --------- --------
<S> <C> <C>
(i) Principal Executive
Officer:
ALAIN VIRY* President, Chief Executive
- --------------------------------- Officer and Director
(Alain Viry)
(ii) Principal Financial and
Accounting Officers:
STEVEN M. HITT* Vice President and Chief
- --------------------------------- Financial Officer
(Steven M. Hitt)
ALLAN M. GONOPOLSKY* Vice President and Corporate
- --------------------------------- Controller
(Allan M. Gonopolsky)
<PAGE>
<S> <C> <C>
(iii) A majority of the
Board of Directors:
FREDERIC DE CASTRO* Director
- ---------------------------------
(Frederic de Castro)
JOHN B. FRASER* Director
- ---------------------------------
(John B. Fraser)
R. GARY GENTLES* Director
- ---------------------------------
(R. Gary Gentles)
AUSTIN LIST* Director
- ---------------------------------
(Austin List)
ERIC LOMAS* Director
- ---------------------------------
(Eric Lomas)
GERALD E. MORRIS* Director
- ---------------------------------
(Gerald E. Morris)
NICHOLAS SOKOLOW* Director
- ---------------------------------
(Nicholas Sokolow)
ALAIN VIRY* Director
- ---------------------------------
(Alain Viry)
SERGE WEINBERG* Director
- ---------------------------------
(Serge Weinberg)
</TABLE>
- ---------------------------------
[FN]* By: /s/ Jon O. Fullerton
---------------------------
Jon O. Fullerton, as authorized by
Power of Attorney filed as Exhibit
24.1 to this Registration Statement
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Number Description Method of Filing
- ------ ----------- -----------------
<S> <C> <C>
4.1 Composite Certificate of Incorporation Filed as Exhibit 3.1 to the Company's
of the Company annual report on Form 10-K for 1993
4.2 By-laws of the Company Filed as Exhibit 3.2 to the Company's
report on Form 10-K for 1993
5.1 Opinion of Hughes Hubbard & Reed as to Filed herewith
the legality of the securities being
registered
15.1 Awareness Letter of Coopers & Lybrand L.L.P. Filed herewith
23.1 Consent of Coopers & Lybrand L.L.P. Filed herewith
23.2 Consent of Hughes Hubbard & Reed Included in Exhibit 5.1
24.1 Powers of Attorney authorizing Filed herewith
Jon O. Fullerton and Allan M. Gonopolsky
to sign the Registration Statement and all
amendments thereto on behalf of certain
directors and officers of the Company
</TABLE>
<PAGE>
Exhibit 5.1
<TABLE>
<CAPTION>
HUGHES HUBBARD & REED
<S> <C> <C>
1300 I STREET, N.W. ONE BATTERY PARK PLAZA 555 SOUTH GRAND AVENUE
WASHINGTON, D.C. 20005-3306 NEW YORK, NEW YORK 10004-1482 LOS ANGELES, CALIFORNIA 90071-3442
202-408-3600 213-613-2800
TELEPHONE: 212-837-6000
47, AVENUE GEORGES MANDEL 801 BRICKELL AVENUE
75116 PARIS, FRANCE TELECOPIER: 212-422-4726 MIAMI, FLORIDA 33131
(33) (1) 44 05 80 00 305-358-1666
</TABLE>
May 12, 1995
Willcox & Gibbs, Inc.
150 Alhambra Circle
Coral Gables, Florida 33134
Re: 1988 Stock Incentive Plan
-------------------------
Ladies & Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of Willcox & Gibbs, Inc.
(the "Company") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), with respect to 1,600,000
shares (the "Shares") of Common Stock, par value $1 per share ("Common Stock"),
to be issued to certain executive officers and directors of the Company in
accordance with the provisions of the Company's 1988 Stock Incentive Plan (the
"Plan").
This Opinion Letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, exceptions, definitions, limitations on coverage and other
limitations, all as more particularly described in the Accord, and this Opinion
Letter should be read in conjunction therewith. The law covered by the
opinions expressed herein is limited to the Federal Law of the United States
and the Law of the State of New York.
Based upon and subject to the foregoing, we are of the opinion that
when the applicable provisions of the Act and of such "Blue Sky" or other state
securities laws as may be applicable shall have been complied with, and the
Shares shall have been issued and paid for in accordance with the terms of the
Plan, assuming in each case that the Shares are delivered against receipt by
<PAGE>
the Company of consideration having a value not less than $1.00 per Share, the
Shares will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this 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 Securities and Exchange Commission.
Very truly yours,
/s/ Hughes Hubbard & Reed
------------------------------
Hughes Hubbard & Reed
<PAGE>
Exhibit 15.1
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Willcox & Gibbs, Inc.
Registration on Form S-8
------------------------
We are aware that our report dated April 14, 1995 on our review of the
condensed consolidated balance sheet of Willcox & Gibbs, Inc. as of March 31,
1995, and the related condensed consolidated statements of income and cash
flows for the three-month periods ended March 31, 1995 and 1994, included in
the Company's Form 10-Q for the quarter ended March 31, 1995, is incorporated
by reference in this Registration Statement on Form S-8 and the related
Prospectus. Pursuant to Rule 436(c) under the Securities Act of 1933, this
report should not be considered a part of such registration statement within
the meaning of Sections 7 and 11 of the Act.
/s/ Coopers & Lybrand L.L.P.
- ----------------------------
Coopers & Lybrand L.L.P
Miami, Florida
May 9, 1995
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
-------------
We consent to the incorporation by reference in this Registration
Statement of Willcox & Gibbs, Inc. on Form S-8 and the related prospectus
(which relate to the 1988 Stock Incentive Plan) of our report dated March 15,
1995, except as to the information presented in Note 5 for which the date is
March 30, 1995, on our audits of the consolidated financial statements and
financial statement schedules of Willcox & Gibbs, Inc. as of December 31, 1994
and 1993, and for the years ended December 31, 1994, 1993 and 1992, which
report is included in the Annual Report on Form 10-K of Willcox & Gibbs, Inc.
for the year ended December 31, 1994. We also consent to the reference to our
firm under the heading "Experts" in the Prospectus.
/s/ Coopers & Lybrand L.L.P.
- ----------------------------
Coopers & Lybrand L.L.P
Miami, Florida
May 9, 1995
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
WILLCOX & GIBBS, INC. 1988 STOCK INCENTIVE PLAN
------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Jon O. Fullerton and Allan M. Gonopolsky, and each of
them, with full power of substitution his true and lawful attorneys to execute
in his name (whether on behalf of Willcox & Gibbs, Inc. (the "Company") or as
an officer or director of the Company) any Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission under the Securities
Act of 1933 relating to shares of Common Stock of the Company to be issued
pursuant to the Company's 1988 Stock Incentive Plan (the "Plan"), including
without limitation additional Registration Statements on Form S-8 adding shares
to the Plan, and any and all amendments (including post-effective amendments)
to any such Registration Statement, and to file the same, with all exhibits
thereto and any other documents in connection therewith, with the Securities
and Exchange Commission. Each of such attorneys and his substitutes shall have
and may exercise all powers to act hereunder with or without the others. The
undersigned does hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
this 12th day of May, 1995.
/s/ Jon O. Fullerton
----------------------------------
Jon O. Fullerton
<PAGE>
POWER OF ATTORNEY
WILLCOX & GIBBS, INC. 1988 STOCK INCENTIVE PLAN
------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Jon O. Fullerton and Allan M. Gonopolsky, and each of
them, with full power of substitution his true and lawful attorneys to execute
in his name (whether on behalf of Willcox & Gibbs, Inc. (the "Company") or as
an officer or director of the Company) any Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission under the Securities
Act of 1933 relating to shares of Common Stock of the Company to be issued
pursuant to the Company's 1988 Stock Incentive Plan (the "Plan"), including
without limitation additional Registration Statements on Form S-8 adding shares
to the Plan, and any and all amendments (including post-effective amendments)
to any such Registration Statement, and to file the same, with all exhibits
thereto and any other documents in connection therewith, with the Securities
and Exchange Commission. Each of such attorneys and his substitutes shall have
and may exercise all powers to act hereunder with or without the others. The
undersigned does hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
this 12th day of May, 1995.
/s/ Steven M. Hitt
----------------------------------
Steven M. Hitt
<PAGE>
POWER OF ATTORNEY
WILLCOX & GIBBS, INC. 1988 STOCK INCENTIVE PLAN
------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Jon O. Fullerton and Allan M. Gonopolsky, and each of
them, with full power of substitution his true and lawful attorneys to execute
in his name (whether on behalf of Willcox & Gibbs, Inc. (the "Company") or as
an officer or director of the Company) any Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission under the Securities
Act of 1933 relating to shares of Common Stock of the Company to be issued
pursuant to the Company's 1988 Stock Incentive Plan (the "Plan"), including
without limitation additional Registration Statements on Form S-8 adding shares
to the Plan, and any and all amendments (including post-effective amendments)
to any such Registration Statement, and to file the same, with all exhibits
thereto and any other documents in connection therewith, with the Securities
and Exchange Commission. Each of such attorneys and his substitutes shall have
and may exercise all powers to act hereunder with or without the others. The
undersigned does hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
this 12th day of May, 1995.
/s/ Frederic de Castro
----------------------------------
Frederic de Castro
<PAGE>
POWER OF ATTORNEY
WILLCOX & GIBBS, INC. 1988 STOCK INCENTIVE PLAN
------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Jon O. Fullerton and Allan M. Gonopolsky, and each of
them, with full power of substitution his true and lawful attorneys to execute
in his name (whether on behalf of Willcox & Gibbs, Inc. (the "Company") or as
an officer or director of the Company) any Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission under the Securities
Act of 1933 relating to shares of Common Stock of the Company to be issued
pursuant to the Company's 1988 Stock Incentive Plan (the "Plan"), including
without limitation additional Registration Statements on Form S-8 adding shares
to the Plan, and any and all amendments (including post-effective amendments)
to any such Registration Statement, and to file the same, with all exhibits
thereto and any other documents in connection therewith, with the Securities
and Exchange Commission. Each of such attorneys and his substitutes shall have
and may exercise all powers to act hereunder with or without the others. The
undersigned does hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
this 12th day of May, 1995.
/s/ John B. Fraser
----------------------------------
John B. Fraser
<PAGE>
POWER OF ATTORNEY
WILLCOX & GIBBS, INC. 1988 STOCK INCENTIVE PLAN
------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Jon O. Fullerton and Allan M. Gonopolsky, and each of
them, with full power of substitution his true and lawful attorneys to execute
in his name (whether on behalf of Willcox & Gibbs, Inc. (the "Company") or as
an officer or director of the Company) any Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission under the Securities
Act of 1933 relating to shares of Common Stock of the Company to be issued
pursuant to the Company's 1988 Stock Incentive Plan (the "Plan"), including
without limitation additional Registration Statements on Form S-8 adding shares
to the Plan, and any and all amendments (including post-effective amendments)
to any such Registration Statement, and to file the same, with all exhibits
thereto and any other documents in connection therewith, with the Securities
and Exchange Commission. Each of such attorneys and his substitutes shall have
and may exercise all powers to act hereunder with or without the others. The
undersigned does hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
this 12th day of May, 1995.
/s/ R. Gary Gentles
----------------------------------
R. Gary Gentles
<PAGE>
POWER OF ATTORNEY
WILLCOX & GIBBS, INC. 1988 STOCK INCENTIVE PLAN
------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Jon O. Fullerton and Allan M. Gonopolsky, and each of
them, with full power of substitution his true and lawful attorneys to execute
in his name (whether on behalf of Willcox & Gibbs, Inc. (the "Company") or as
an officer or director of the Company) any Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission under the Securities
Act of 1933 relating to shares of Common Stock of the Company to be issued
pursuant to the Company's 1988 Stock Incentive Plan (the "Plan"), including
without limitation additional Registration Statements on Form S-8 adding shares
to the Plan, and any and all amendments (including post-effective amendments)
to any such Registration Statement, and to file the same, with all exhibits
thereto and any other documents in connection therewith, with the Securities
and Exchange Commission. Each of such attorneys and his substitutes shall have
and may exercise all powers to act hereunder with or without the others. The
undersigned does hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
this 12th day of May, 1995.
/s/ Austin List
----------------------------------
Austin List
<PAGE>
POWER OF ATTORNEY
WILLCOX & GIBBS, INC. 1988 STOCK INCENTIVE PLAN
------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Jon O. Fullerton and Allan M. Gonopolsky, and each of
them, with full power of substitution his true and lawful attorneys to execute
in his name (whether on behalf of Willcox & Gibbs, Inc. (the "Company") or as
an officer or director of the Company) any Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission under the Securities
Act of 1933 relating to shares of Common Stock of the Company to be issued
pursuant to the Company's 1988 Stock Incentive Plan (the "Plan"), including
without limitation additional Registration Statements on Form S-8 adding shares
to the Plan, and any and all amendments (including post-effective amendments)
to any such Registration Statement, and to file the same, with all exhibits
thereto and any other documents in connection therewith, with the Securities
and Exchange Commission. Each of such attorneys and his substitutes shall have
and may exercise all powers to act hereunder with or without the others. The
undersigned does hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
this 12th day of May, 1995.
/s/ Eric Lomas
----------------------------------
Eric Lomas
<PAGE>
POWER OF ATTORNEY
WILLCOX & GIBBS, INC. 1988 STOCK INCENTIVE PLAN
------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Jon O. Fullerton and Allan M. Gonopolsky, and each of
them, with full power of substitution his true and lawful attorneys to execute
in his name (whether on behalf of Willcox & Gibbs, Inc. (the "Company") or as
an officer or director of the Company) any Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission under the Securities
Act of 1933 relating to shares of Common Stock of the Company to be issued
pursuant to the Company's 1988 Stock Incentive Plan (the "Plan"), including
without limitation additional Registration Statements on Form S-8 adding shares
to the Plan, and any and all amendments (including post-effective amendments)
to any such Registration Statement, and to file the same, with all exhibits
thereto and any other documents in connection therewith, with the Securities
and Exchange Commission. Each of such attorneys and his substitutes shall have
and may exercise all powers to act hereunder with or without the others. The
undersigned does hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
this 12th day of May, 1995.
/s/ Gerald E. Morris
----------------------------------
Gerald E. Morris
<PAGE>
POWER OF ATTORNEY
WILLCOX & GIBBS, INC. 1988 STOCK INCENTIVE PLAN
------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Jon O. Fullerton and Allan M. Gonopolsky, and each of
them, with full power of substitution his true and lawful attorneys to execute
in his name (whether on behalf of Willcox & Gibbs, Inc. (the "Company") or as
an officer or director of the Company) any Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission under the Securities
Act of 1933 relating to shares of Common Stock of the Company to be issued
pursuant to the Company's 1988 Stock Incentive Plan (the "Plan"), including
without limitation additional Registration Statements on Form S-8 adding shares
to the Plan, and any and all amendments (including post-effective amendments)
to any such Registration Statement, and to file the same, with all exhibits
thereto and any other documents in connection therewith, with the Securities
and Exchange Commission. Each of such attorneys and his substitutes shall have
and may exercise all powers to act hereunder with or without the others. The
undersigned does hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
this 12th day of May, 1995.
/s/ Nicolas Sokolow
----------------------------------
Nicolas Sokolow
<PAGE>
POWER OF ATTORNEY
WILLCOX & GIBBS, INC. 1988 STOCK INCENTIVE PLAN
------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Jon O. Fullerton and Allan M. Gonopolsky, and each of
them, with full power of substitution his true and lawful attorneys to execute
in his name (whether on behalf of Willcox & Gibbs, Inc. (the "Company") or as
an officer or director of the Company) any Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission under the Securities
Act of 1933 relating to shares of Common Stock of the Company to be issued
pursuant to the Company's 1988 Stock Incentive Plan (the "Plan"), including
without limitation additional Registration Statements on Form S-8 adding shares
to the Plan, and any and all amendments (including post-effective amendments)
to any such Registration Statement, and to file the same, with all exhibits
thereto and any other documents in connection therewith, with the Securities
and Exchange Commission. Each of such attorneys and his substitutes shall have
and may exercise all powers to act hereunder with or without the others. The
undersigned does hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
this 12th day of May, 1995.
/s/ Serge Weinberg
----------------------------------
Serge Weinberg
<PAGE>
POWER OF ATTORNEY
WILLCOX & GIBBS, INC. 1988 STOCK INCENTIVE PLAN
------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Jon O. Fullerton and Allan M. Gonopolsky, and each of
them, with full power of substitution his true and lawful attorneys to execute
in his name (whether on behalf of Willcox & Gibbs, Inc. (the "Company") or as
an officer or director of the Company) any Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission under the Securities
Act of 1933 relating to shares of Common Stock of the Company to be issued
pursuant to the Company's 1988 Stock Incentive Plan (the "Plan"), including
without limitation additional Registration Statements on Form S-8 adding shares
to the Plan, and any and all amendments (including post-effective amendments)
to any such Registration Statement, and to file the same, with all exhibits
thereto and any other documents in connection therewith, with the Securities
and Exchange Commission. Each of such attorneys and his substitutes shall have
and may exercise all powers to act hereunder with or without the others. The
undersigned does hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
this 12th day of May, 1995.
/s/ Allan M. Gonopolsky
----------------------------------
Allan M. Gonopolsky
<PAGE>
POWER OF ATTORNEY
WILLCOX & GIBBS, INC. 1988 STOCK INCENTIVE PLAN
------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint Jon O. Fullerton and Allan M. Gonopolsky, and each of
them, with full power of substitution his true and lawful attorneys to execute
in his name (whether on behalf of Willcox & Gibbs, Inc. (the "Company") or as
an officer or director of the Company) any Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission under the Securities
Act of 1933 relating to shares of Common Stock of the Company to be issued
pursuant to the Company's 1988 Stock Incentive Plan (the "Plan"), including
without limitation additional Registration Statements on Form S-8 adding shares
to the Plan, and any and all amendments (including post-effective amendments)
to any such Registration Statement, and to file the same, with all exhibits
thereto and any other documents in connection therewith, with the Securities
and Exchange Commission. Each of such attorneys and his substitutes shall have
and may exercise all powers to act hereunder with or without the others. The
undersigned does hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
this 12th day of May, 1995.
/s/ Alain Viry
----------------------------------
Alain Viry
