As filed with the SEC on January 10, 1996 Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------------------------
DETECTION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 16-0958589
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
130 PERINTON PARKWAY, FAIRPORT, NEW YORK 14450
(Address of Principal Executive Offices)
DETECTION SYSTEMS, INC.
1992 RESTATED STOCK OPTION PLAN
(Full title of the Plan)
----------------------------------------------------
Karl H. Kostusiak, President
Detection Systems, Inc.
130 Perinton Parkway
Fairport, New York 14450
(716) 223-4060
----------------------------------------------------
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
----------------------------------------------------
Copy to:
Justin P. Doyle, Esq.
Nixon, Hargrave, Devans & Doyle LLP
Clinton Square, P.O. Box 1051
Rochester, New York 14603
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount of
Securities to Amount to be Maximum Offering Maximum Aggregate Registration
be Registered Registered Price Per Share* Offering Price* Fee
- ------------- ------------ ---------------- ---------------- ---------
Common Stock
$.05 par value
and associated
options 600,000 $6.125 $3,675,000 $1,267.00
------------------------------------------------------------------
*Inserted solely for purposes of calculating the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933 and based upon the last
reported sale price for the registrant's Common Stock on the National
Association of Securities Dealers Automated Quotation System on January 2,
1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents which have been filed by Detection Systems,
Inc. (the "Company") with the Securities and Exchange Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1995, filed pursuant to Section 13 of the Securities
Exchange Act of 1934.
(b) All other reports filed by the Company pursuant to
Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 since March
31, 1995.
(c) The description of the Company's Common Stock contained in
Exhibit 4 to the Company's 1993 Annual Report on Form 10-K (File No. 0-
8125), including any amendments or reports filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold shall be deemed to be incorporated by reference herein 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.
The New York Business Corporation Law (the "BCL") provides that if a
derivative action is brought against a director or officer of a corporation,
the corporation may indemnify him or her against amounts paid in settlement
and reasonable expenses, including attorneys' fees incurred by him or her,
in connection with the defense or settlement of such action, if such
director or officer acted in good faith for a purpose which he or she
reasonably believed to be in the best interests of the corporation, except
that no indemnification shall be made without court approval in respect of a
threatened action, or a pending action settled or otherwise disposed of, or
in respect of any matter as to which such director or officer has been found
liable to the corporation. In a nonderivative action or threatened action,
the BCL provides that a corporation may indemnify a director or officer
against judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees incurred by him or her in defending such
action if such director or officer acted in good faith for a purpose which
he or she reasonably believed to be in the best interests of the
corporation.
Under the BCL, a director or officer who is successful, either in a
derivative or nonderivative action, is entitled to indemnification as
outlined above. Under any other circumstances, such director or officer may
be indemnified only if certain conditions specified in the BCL are met. The
indemnification provisions of the BCL are not exclusive of any other rights
to which a director or officer seeking indemnification may be entitled
pursuant to the provisions of the certificate of incorporation or the bylaws
of a corporation or, when authorized by such certificate of incorporation or
bylaws, pursuant to a shareholders' resolution, a directors' resolution or
an agreement providing for such indemnification.
The above is a general summary of certain provisions of the BCL and is
subject, in all cases, to the specific and detailed provisions of
Sections 721-725 of the BCL.
Article V, Section 2 of the Company's By-Laws contains provisions
requiring indemnification by the Company of its directors and officers
against certain liabilities and expenses which they may incur as directors
and officers of the Company or of certain other entities in accordance with
Sections 722-723 of the BCL.
Section 726 of the BCL also contains provisions authorizing a
corporation to obtain insurance on behalf of any director and officer
against liabilities, whether or not the corporation would have the power to
indemnify against such liabilities. The Company maintains insurance
coverage under which the directors and officers of the Company are insured,
subject to the limits of the policy, against certain losses, as defined in
the policy, arising from claims made against such directors and officers by
reason of any wrongful acts as defined in the policy, in their respective
capacities as directors or officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
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 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 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; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the
purposes of determining 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 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 of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company
has been informed 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 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.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Company 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 Town of Perinton, State of New
York, on January 5, 1996.
DETECTION SYSTEMS, INC.
By: /s/ Karl H. Kostusiak
Name: Karl H. Kostusiak
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Date: January 5, 1996 By: /s/ Frank J. Ryan
Name: Frank J. Ryan
Title: Vice President, Secretary and
Treasurer (Principal Financial
Officer and Principal Accounting Officer)
Date: January 5, 1996 Name: Donald R. Adair
Title: Director
Date: January 5, 1996 Name: Mortimer B. Fuller, III
Title: Director
Date: January 5, 1996 By: /s/ Karl H. Kostusiak
Name: Karl H. Kostusiak
Title: President, Director
Date: January 5, 1996 Name: David B. Lederer
Title: Executive Vice President, Director
Date: January 5, 1996 Name: Edward C. McIrvine
Title: Director
Date: January 5, 1996 /s/ Frank J. Ryan
Frank J. Ryan
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Location
- ------ ----------- --------
4-1 Certificate of Incorporation of Incorporated by reference
Detection Systems, Inc. to Exhibit 3(a) of the
registrant's 1993 Annual
Report on Form 10-K
4-2 By-laws of Detection Systems, Inc. Incorporated by reference
to Exhibit 3(b) of the
registrant's 1993 Annual
Report on Form 10-K
4-3 Detection Systems, Inc. 1992 Exhibit 4-3
Restated Stock Option Plan.
5 Opinion of Nixon, Hargrave, Exhibit 5
Devans & Doyle LLP.
23-1 Consent of Nixon, Hargrave, Exhibit 5
Devans & Doyle LLP is contained
in its opinion filed as Exhibit 5
to this Registration Statement.
23-2 Consent of Price Waterhouse LLP Exhibit 23-2
25 Power of Attorney Exhibit 25
EXHIBIT 4-3
DETECTION SYSTEMS, INC.
1992 RESTATED STOCK OPTION PLAN
The Detection Systems, Inc. 1992 Stock Option Plan is hereby
amended, restated and renamed as the Detection Systems, Inc.
Restated 1992 Stock Option Plan (the "Plan"), effective January
24, 1995, to reflect the Board's decision to increase the number
of authorized shares and to expand eligibility to include certain
nonemployees who perform services to or on behalf of Detection
Systems, Inc. (the "Company") and its subsidiaries.
1. PURPOSE
The purpose of this Plan is to enable eligible key employees
and nonemployees of the Company and its subsidiaries to purchase
shares of Common Stock of the Company by means of incentive stock
options and nonqualified stock options (collectively referred to
as "options"). Through the use of such options, the Company
expects to be able to attract and retain the best available talent
and to encourage the highest level of performance of its key
personnel.
2. ADMINISTRATION
The Plan shall be administered by a Stock option committee
(the "Committee") consisting of not less than three members
appointed by the Board of Directors of the Company, none of which
during the twelve months prior to commencement of service on the
Committee, or during such service, has been granted or awarded any
equity security or derivative security of the Company pursuant to
the Plan or, except as permitted by Rule 16b-3 (c)(2)(i) pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), any other plan of the Company. The Board shall fill any
vacancy on the Committee.
Subject to the provisions of the Plan, the Committee shall
possess the authority, in its discretion, (a) to determine from
among those persons who perform services to the Company to whom,
and the time or times at which, options will be awarded, the
number of shares included in the option and any other terms and
conditions that may apply to such option; (b) to determine whether
the options shall be incentive or nonqualified options; (c) to
interpret the Plan; (d) to make and amend rules and regulations
relating thereto; (e) to prescribe the form and conditions of the
option agreements; and (f) to make all other determinations
necessary or advisable for the administration of the Plan. The
Committee's determinations shall be conclusive and binding upon
the Company, the participants and all other persons.
3. ELIGIBILITY
Options may be awarded under the Plan only to key employees
and key nonemployees of the Company and its subsidiaries (which
shall include all corporations of which at least fifty percent of
the voting stock is owned by the Company directly or through one
or more corporations at least fifty percent of the voting stock of
which is so owned). Notwithstanding the foregoing, none of the
following shall be eligible to participate in this Plan: the
members of the Committee, any director who is not an officer or
employee of the Company or one of its subsidiaries, Karl H.
Kostusiak or David B. Lederer.
4. SHARES AVAILABLE
An aggregate of 250,000 shares of the Common Stock (par
value $.05 per share) of the Company (subject to substitution or
adjustment as provided in Section 8 hereof) shall be available for
options under the Plan. Such shares may be authorized and
unissued shares or may be treasury shares. If an option expires,
terminates or is canceled without being exercised, new options may
be thereafter granted covering such shares. No stock option may
be granted more than ten years after the effective date of the
Plan.
5. TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS
Incentive stock options may be granted only to employees of
the Company and its subsidiaries. Each incentive stock option
granted under the Plan to an employee shall be designated as such
and shall be evidenced by an incentive stock option agreement in
such form as the Committee shall approve from time to time, which
agreement shall conform with this Plan and which shall contain the
following terms and conditions:
(a) Number of Shares. The option agreement shall specify
the number of shares to which it pertains.
(b) Purchase Price. The purchase price for each option
shall be not less than the fair market value of the stock at the
time such option is granted. The Committee shall determine the
purchase price. If an option is granted to an employee who at the
time of grant owns stock possessing more than ten percent of the
total combined voting power of all classes of stock of the Company
(a "10-percent Shareholder"), the purchase price shall be at least
110 percent of the fair market value of the stock subject to the
option.
(c) Duration of Option. Each stock option by its terms
shall not be exercisable after the expiration of ten years from
the date such option is granted. In the case of an incentive
stock option granted to a 10-percent Shareholder, the option by
its terms shall not be exercisable after the expiration of five
years from the date such option is granted.
(d) Options Nontransferable. Each option by its terms
shall not be transferable by the optionee otherwise than by will
or the laws of descent and distribution, and shall be exercisable
during his lifetime, only by the optionee, the optionee's guardian
or the optionee's legal representative.
(e) Exercise Period. Subject to the restriction in
Section 5(f), the exercise of each option shall be subject to such
conditions as may be imposed by the Committee and specified in the
option agreement. The Committee may, among other things, specify
a minimum length of employment and may stagger the period of
exercise by providing that only a certain percentage of options
may be exercised each year.
(f) Payment of Option Price. An option shall be exercised
upon written notice to the Company accompanied by payment in full
for the shares being acquired. The payment shall be made in cash
or by check or by delivery of shares of Common Stock of the
Company registered in the name of the optionee, duly assigned to
the Company with the assignment guaranteed by a bank, trust
company or member firm of the New York Stock Exchange, or by a
combination of the foregoing, any such shares so delivered to be
deemed to have a value per share equal to the fair market value of
the shares on such date.
With the approval of the Committee, the Company may loan to
the employee a sum equal to an amount up to 100 percent of the
purchase price of the shares so purchased, such loan to be
evidenced by the execution and delivery of a promissory note.
Interest shall be paid annually on the unpaid balance of the
promissory note at such rate as shall be published from time to
time by the IRS as the appropriate arm's length interest rate.
Such promissory note shall be secured by the pledge to the Company
as collateral security of shares having an aggregate purchase
price equal to or greater than the amount of the note. An
optionee shall have, as to such pledged shares, all rights of
ownership, including dividend and voting rights, even though
subject to the security interest of the Company. Such shares
shall be released by the Company when the proportionate amount of
the note secured thereby is repaid to the Company. All notes
executed hereunder shall be payable at such times and in such
amounts and shall contain such other terms as shall be designated
by the Committee and stated in the option agreement. Approval of
this Plan by a majority vote of the shareholders of the Company
shall constitute authorization under Section 714 of the New York
Business Corporation Law for any loan made hereunder to any
employee who is also a director of the Company.
(g) Maximum Value of Shares. No incentive option shall be
granted to an employee under this Plan or any other incentive
stock option plan of the Company or its subsidiaries to purchase
shares as to which the aggregate fair market value (determined as
of the date of grant) of the Common Stock which first become
exercisable by the employee in any calendar year exceeds $100,000.
(h) Rights as a Shareholder. The optionee shall have no rights
as a shareholder with respect to any shares for which he is
granted an option until the date of issuance to him of a stock
certificate for such shares and no adjustment shall be made for
any dividends or other rights the record date for which is prior
to the date such stock certificate is issued.
(i) General Restriction. Each option shall be subject to the
requirement that, if at any time the Board of Directors shall
determine, in its discretion, that the listing, registration or
qualification of the shares subject to such option upon any
securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with,
the granting of such option or the issuance or purchase of shares
thereunder, such option may not be exercised in whole or in part
unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any
conditions not acceptable to the Board of Directors.
6. TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS
Options other than incentive stock options may be granted
under this Plan to both eligible employees and eligible
nonemployees. Each such nonqualified option shall be evidenced by
a nonqualified stock option agreement, shall be designated as a
"nonqualified stock option," and shall conform to the foregoing
provisions of Section 5 except the purchase price requirements of
Section 5(b), the 10-percent Shareholder restriction of Section
5(c) and the maximum value of grants of Section 5(g). The
Committee may include, in its discretion, any terms or conditions
in addition to those specified in Section 5. To the extent an
option exceeds the limitations of Section 5(g), it shall be deemed
a nonqualified option and shall otherwise remain in full force and
effect. A nonqualified option may have a duration of 10 years and
one day from the date such option is granted.
7. TERMINATION OF EMPLOYMENT - EFFECT ON OPTIONS
If the employment of an optionee terminates for any reason
other than death or disability, an option may be exercised by him
at any time prior to the earlier of the expiration date of the
option or the expiration of three months after the date of
termination, but only if, and to the extent that, he was entitled
to exercise the option at the date of such termination.
Notwithstanding the foregoing, an option may not be exercised
after termination of employment if the Committee determines that
the termination of employment of such optionee resulted from
willful acts, or failure to act, by the optionee detrimental to
the Company or any of its subsidiaries. The Committee shall
determine whether an authorized leave of absence shall constitute
a termination of employment for purposes of this Plan.
If an optionee's employment terminates by reason of
disability (within the meaning of Section 105 (d)(4) of the
Internal Revenue Code) or death, his option may be exercised at
any time prior to the earlier of the expiration of the option or
the expiration of one year following the date employment
terminated due to disability or death. If after termination of
employment but before the expiration of the earlier of the option
period or the three-month period, the optionee dies, the option
shall continue to be exercisable only for the remainder of either
such period (whichever is shorter) and the one-year period shall
not be applicable.
If employment of the optionee terminates for any reason
other than disability, retirement or death, any unpaid balance
remaining on any promissory note used in the purchase of stock
shall become due and payable upon not less than three months'
notice from the Company, which notice may be given at any time
after such termination; provided, however, that such unpaid
balance on such promissory note shall become due and payable five
years from the date of such termination, unless the note has an
earlier due date. In the case of termination due to death, any
unpaid balance remaining on such note on the date of death shall
become due and payable one year from such date. "Retirement"
shall mean early or normal retirement as defined in the Company's
retirement plan or, in the event there is no such plan, age 65.
8. ADJUSTMENT OF SHARES
In the event of any change in the Common Stock of the
Company by reason of any stock dividend, recapitalization,
reorganization, merger, consolidation, split-up, combination, or
exchange of shares, or rights offering to purchase Common Stock at
a price substantially below fair market value, or of any similar
change affecting the Common Stock, the number and kind of shares
which thereafter may be optioned and sold under the Plan and the
number and kind of shares subject to option in outstanding option
agreements and the purchase price per share thereof shall be
appropriately adjusted consistent with such change in such manner
as the Committee may deem equitable to prevent substantial
dilution or enlargement of the rights granted to, or available
for, participants in the Plan.
9. NO EMPLOYMENT RIGHTS
Neither the Plan nor any options granted under it shall
confer upon any recipient any right with respect to continuance of
employment by the Company or any subsidiary, nor shall they
interfere in any way with the right of the Company or any
subsidiary by which a recipient is employed to terminate his
employment at any time.
10. WITHHOLDING TAXES
Whenever the Company proposes or is required to issue or
transfer shares of Common Stock under the Plan to an employee
pursuant to the exercise of a nonqualified stock option, the
Company shall have the right to require the recipient to remit to
the Company an amount sufficient to satisfy any federal, state or
local withholding tax requirements prior to the delivery of any
certificate or certificates for such shares.
11. CHANGE IN CONTROL
Upon acquisition of thirty percent or more of the Company's
outstanding shares of stock having general voting rights by an
unaffiliated person, entity or group, the Committee shall notify,
in writing, each holder of an outstanding option of such change in
control. Notwithstanding any other provision of this Plan or any
option agreement, all options shall become fully exercisable on
receipt of such notice. All outstanding options shall expire if
not exercised within 30 days of receipt of the notice of a change
of control.
12. AMENDMENT AND DISCONTINUANCE
This Plan may be amended, modified or terminated by the
shareholders of the Company or by the Board of Directors, except
that the Board may not, without approval of the shareholders,
materially increase the benefits accruing to participants under
the Plan, increase the maximum number of shares as to which
options may be granted under the Plan, change the minimum option
price, change the class of eligible employees, extend the period
for which options may be granted or exercised, or withdraw the
authority to administer the Plan from a Committee consisting of
directors not eligible to receive options under the Plan.
Notwithstanding the foregoing, to the extent permitted by law, the
Committee may amend the Plan without the approval of shareholders,
to the extent it deems necessary to cause the Plan to comply with
Securities and Exchange Commission Rule 16b-3 or any successor
rule, as it may be amended from time to time. Except as required
by law, no amendment, modification, or termination of the Plan
may, without the written consent of a participant to whom any
option shall theretofore have been awarded, adversely affect the
rights of such participant under such option.
13. EFFECTIVE DATE
The effective date of this restated Plan is January 24,
1995, provided that the Plan is adopted by the shareholders of the
Company within twelve months of such date.
14. GOVERNING LAW
To the extent not inconsistent with the provisions of the
Internal Revenue Code that relate to incentive stock options and
nonqualified stock options, this Plan and any option agreement
adopted pursuant to it shall be construed under the laws of the
State of New York.
Dated: 1/24/95 DETECTION SYSTEMS, INC.
By: /s/ Frank J. Ryan
Title: Vice President, Secretary
Exhibit 5
January 2, 1996
Detection Systems, Inc.
130 Perinton Parkway
Fairport, New York 14450
Gentlemen:
We have acted as counsel to Detection Systems, Inc. (the "Company") in
connection with the Registration Statement on Form S-8 filed by the Company
with the Securities and Exchange Commission under the Securities Act of
1933, as amended, relating to the issuance of up to 600,000 shares of Common
Stock of the Company, par value $.05 per share, pursuant to the Company's
1992 Restated Stock Option Plan (the "Plan").
We have examined the originals or copies, certified or otherwise identified
to our satisfaction, of all such records of the Company and all such
agreements, certificates of public officials, certificates of officers or
other representatives of the Company, and such other documents, certificates
and corporate or other records as we have deemed necessary or appropriate as
a basis for the opinions set forth herein, including (i) the Certificate of
Incorporation of the Company, as amended to the date hereof, (ii) the
By-Laws of the Company, as amended to the date hereof, (iii) copies of
certain resolutions duly adopted by the Board of Directors and shareholders
of the Company and (iv) the Plan.
Based upon the foregoing, it is our opinion that the shares of Common Stock
have been duly authorized, and, after (a) the above-referenced Registration
Statement becomes effective with the Securities and Exchange Commission, and
(b) the Common Stock shall have been issued and delivered as described in
the Plan and the consideration therefor shall have been received by the
Company, such shares of Common Stock will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement.
Very truly yours,
NIXON, HARGRAVE, DEVANS AND DOYLE
/s/ Justin P. Doyle
Justin P. Doyle
Exhibit 23-2
Consent of Independent Auditors
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on Form S-8 of
our report dated May 11, 1995, which appears as Exhibit 12 of the Detection
Systems, Inc. Form 10-K for the year ended March 31, 1995.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Rochester, New York
January 2, 1996
Exhibit 25
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each of the undersigned
directors of Detection Systems, Inc., a New York corporation ("Company"),
hereby constitute and appoint Karl H. Kostusiak or Frank J. Ryan, or either
of them, their true and lawful attorneys and agents, each with full power of
substitution and resubstitution and with full power and authority to act as
such without the other, to do any and all acts and things and to execute any
and all instruments which any of said attorneys and agents may deem
necessary or advisable in connection with the Company's 1992 Restated Stock
Option Plan ("Plan"), to enable the Company to comply with the Securities
Act of 1933, as amended, and with any regulations, rules or requirements of
the Securities and Exchange Commission thereunder in connection with the
registration under said Act of the Common Stock, par value $.05 per share,
to be issued by the Company in connection with the Plan, and to comply with
the requirements of any applicable state securities law including
specifically, but without limitation of the foregoing, power and authority
to sign the names of the undersigned to the Registration Statement(s) on
Form S-8 or such other forms as may be appropriate to be filed with the
Securities and Exchange Commission, and to any amendment or amendments
thereto filed with said Commission under said Act in such connection, the
undersigned hereby ratifying and confirming all that said attorneys and
agents, or any of them shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this instrument has been signed and delivered by
each of the undersigned as of January 5, 1996.
/s/ Donald R. Adair /s/ Mortimer B. Fuller, III
Donald R. Adair Mortimer B. Fuller, III
/s/ Karl H. Kostusiak /s/ David B. Lederer
Karl H. Kostusiak David B. Lederer
/s/ Edward C. McIrvine
Edward C. McIrvine
