As filed with the Securities and Exchange Commission on May 16, 1995.
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PRE-PAID LEGAL SERVICES, INC.
(Name of registrant as specified in its charter)
Oklahoma 321 East Main Street 73-1016728
(State or jurisdiction of Ada, Oklahoma 74820 (I.R.S. Employer
incorporation or organization) (405) 436-1234 Identification No.)
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Randy Harp
321 East Main Street
Ada, Oklahoma 74820
(405) 436-1234
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copy to:
Michael M. Stewart, Esq.
Crowe & Dunlevy, A Professional Corporation
1800 Mid-America Tower
Oklahoma City, Oklahoma 73102
(405) 235-7700
Approximate date of commencement of proposed sale to the public: From time
to time after the Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum
Title of Each Class of Amount to Offering Price Aggregate Amount of
Securities to be Registered be Registered Per Share(2) Offering Price(2) Registration Fee
Common Stock issuable on exercise 656,250(1) $5.09 $3,340,312 $1,152
of outstanding Warrants
</TABLE>
(1) There is also being registered an indeterminable number of shares of
Common Stock as may become issuable pursuant to the antidilution provisions
governing the Warrants.
(2) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee, based on the average of the high and low sales
prices of the Common Stock as reported on the American Stock Exchange on May 11,
1995.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
PRE-PAID LEGAL SERVICES, INC.
COMMON STOCK
This Prospectus relates to up to 656,250 shares of common stock, $0.01 par
value per share ("Common Stock", of Pre-Paid Legal Services, Inc. (the
"Company") which may be offered and sold from time to time by certain persons
named herein (the "Selling Shareholders").
The Selling Shareholders consist of Paulson Investment Company, Inc.
("Paulson") and certain officers or employees of Paulson. All of the shares
included in this Prospectus are issuable upon exercise of warrants to purchase
Common Stock granted to Paulson in connection with the Company's 1994 public
offering of units. Paulson acted as the representative of the underwriters and
received the warrants as partial consideration for such services. Subsequent to
the issuance of the warrants, Paulson transferred portions of the warrants to
certain of its officers and employees named herein. If all of the warrants are
exercised by the Selling Shareholders, the Company would receive aggregate
proceeds from the payment of the exercise price by the Selling Shareholders of
$1,446,875 which the Company anticipates would be used for general corporate
purposes.
The distribution of the shares included in this Prospectus by the Selling
Shareholders may be effected from time to time in one or more transactions which
may involve individual or private transactions, transactions on the American
Stock Exchange ("AMEX"), negotiated transactions or otherwise, at market prices
prevailing at the time of sale, at prices relating to such prevailing market
prices or at negotiated prices. In connection with such transactions, the
Selling Shareholders may employ brokers who may receive commissions for sales
made by them.
No part of the proceeds of the sale by the Selling Shareholders of the
shares included in this Prospectus will be received by the Company. The Company
will bear expenses in connection with the offering of the shares estimated to be
approximately $6,000.
The Common Stock of the Company is listed on the AMEX under the symbol
"PPD."
SEE INVESTMENT CONSIDERATIONS FOR A DISCUSSION OF CERTAIN FACTORS TO BE
CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is _______, 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy and information statements and other information filed by the Company may
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Judiciary Plaza, Washington,
D.C. 20549, and at the following Regional Offices of the Commission, except that
copies of the exhibits may not be available at certain of the Regional Offices:
Chicago Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511; and New York Regional Office, 7 World Trade
Center, Suite 1300, New York, New York 10048. Copies of such material may also
be obtained by mail at prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Room 1024, Judiciary Plaza, Washington,
D.C. 20549. The Common Stock of the Company is listed on the American Stock
Exchange, and reports, proxy statements and other information may also be
inspected at the public reference facility maintained by that exchange.
The Company has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the securities included in this
Prospectus. This Prospectus, which constitutes a part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement and the exhibits thereto, to which reference is hereby made. Any
interested party may inspect the Registration Statement, and the exhibits
thereto, without charge, at the public reference facilities of the Commission
and may obtain copies of all or any portion of the Registration Statement from
the Commission upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus:
1.The Company's Annual Report on Form 10-KSB for the year ended December
31, 1994.
2.The Company's Quarterly Report on Form 10-QSB for the quarter ended March
31, 1994.
3.The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A dated October 10, 1986, as amended by the
Company's Current Report on Form 8-K dated as of July 20, 1994.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof from
the date of filing of such documents. The Company will provide without charge to
each person to whom this Prospectus is delivered, upon written or oral request,
a copy of any or all of the foregoing documents incorporated herein by reference
(other than exhibits to such documents). Requests should be made to Pre-Paid
Legal Services, Inc., Investor Relations Department, P. O. Box 145, Ada,
Oklahoma 74820. The Company's telephone number at that address is (405)
436-1234.
<PAGE>
TABLE OF CONTENTS
Page
Available Information ............................................... 2
Incorporation of Certain Documents by Reference ..................... 2
The Company ......................................................... 4
Investment Considerations ........................................... 4
Selling Shareholders ................................................ 4
Indemnification and Limitation of Liability of Officers and Directors 5
Legal Matters ....................................................... 5
Experts ............................................................. 5
No person has been authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus in connection with the offering described herein, and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any securities covered by this Prospectus
in any jurisdiction to any person to whom it is unlawful to make any offer of
solicitation. The delivery of this Prospectus at any time does not imply that
the information contained or incorporated by reference herein is correct as of
any time subsequent to the date hereof or subsequent to the respective dates of
the documents incorporated by reference herein.
"Pre-Paid Legal Services" is a registered trademark of the Company. All
rights are fully reserved.
<PAGE>
THE COMPANY
The Company develops, underwrites and markets legal expense plans (referred
to as "Contracts") which provide for or reimburse a portion of the legal fees
associated with a variety of legal services in a manner similar to medical
reimbursement plans. The Company or its predecessor has been involved in the
prepaid legal services industry since 1972. As a result of over 20 years of
experience, the Company has developed a data base concerning utilization of
Contract benefits, an extensive network of independent attorneys providing
services to its members, and substantial knowledge and experience with respect
to the industry's regulatory environment.
The address of the Company's principal executive offices is 321 East Main
Street, Ada, Oklahoma 74820, and its telephone number at that address is (405)
436-1234.
INVESTMENT CONSIDERATIONS
Prospective purchasers of the Common Stock should consider carefully the
following.
Dependence on Management
The success of the Company depends substantially on the continued active
participation of its principal executive officer, Harland C. Stonecipher.
Although the Company's management includes other individuals with significant
experience in the business of the Company, the loss of the services of Mr.
Stonecipher could have a material adverse effect on the Company's financial
condition and results of operations.
SELLING SHAREHOLDERS
The following table sets forth as of May 1, 1995, certain information known
to the Company with respect to the beneficial ownership of shares of the
Company's Common Stock by each Selling Shareholder. Shares proposed to be
offered may or may not ultimately be sold by any Selling Shareholder.
<TABLE>
<CAPTION>
Shares Beneficially Shares
Owned Prior Shares to Beneficially
Selling Shareholder to Offering(1) be Sold Owned After Offering (2)
Number Percent
<S> <C> <C> <C> <C>
Paulson Investment 479,094 479,094 - -
Company, Inc.
Chester L.F. Paulson 59,052 59,052 - -
Thomas E. McChesney 59,052 59,052 - -
Lorraine Maxfield 29,526 29,526 - -
William A. Berg 29,526 29,526 - -
- -------------
<FN>
(1) The shares indicated as beneficially owned by the Selling Shareholders
consist entirely of shares that may be acquired upon exercise of warrants to
purchase Common Stock as described elsewhere herein.
(2) Assumes all shares proposed to be offered hereby are sold and no other
shares of Common Stock are purchased or sold.
</FN>
</TABLE>
<PAGE>
INDEMNIFICATION AND LIMITATION OF LIABILITY
OF OFFICERS AND DIRECTORS
The Bylaws of the Company provide that the Company shall indemnify, and
advance litigation expenses to, its directors and officers, and persons serving
at the request of the Company as directors or officers of another enterprise, to
the fullest extent permitted by the laws of the State of Oklahoma. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to the directors and officers of the Company, the Company 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.
The Oklahoma General Corporation Act authorizes an Oklahoma corporation to
limit or to eliminate the personal liability of its directors for monetary
damages for breaches of fiduciary duty. Absent such limitation or elimination, a
director may be liable to a corporation and its stockholders for monetary
damages for conduct constituting gross negligence in the exercise of the duty of
care. Although it does not change the duty of care, the Oklahoma General
Corporation Act allows the limitation of the available relief to equitable
remedies, such as an injunction or rescission. However, such relief may not be
effective in all cases. The Certificate of Incorporation of the Company limits
the liability of directors to the Company or its stockholders to the fullest
extent permitted by the Oklahoma General Corporation Act.
LEGAL MATTERS
The validity of the issuance of the shares offered hereby will be passed
upon for the Company by Crowe & Dunlevy, A Professional Corporation, Oklahoma
City, Oklahoma.
EXPERTS
The consolidated balance sheet of the Company as of December 31, 1994 and
the related consolidated statements of operations, changes in stockholders'
equity and cash flows for the year then ended incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1994 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
The consolidated balance sheet of the Company as of December 31, 1993 and
the related consolidated statements of operations, changes in stockholders'
equity and cash flows for each of the two years in the period ended December 31,
1993 incorporated by reference to the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1994 have been so incorporated in reliance on the
reports of Price Waterhouse LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
Any future financial statements hereafter incorporated by reference will be
incorporated in reliance upon the reports of the firm examining such statements
and upon the authority of any such firm as experts in auditing and accounting,
to the extent that any such firm has audited those financial statements and
consented to the incorporation herein by reference of its reports with respect
thereto.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table contains an itemized statement of the estimated amounts
of expenses in connection with the issuance of the Common Stock which is the
subject of the Registration Statement, all of which expenses will be paid by the
Registrant:
<TABLE>
<S> <C>
SEC Registration Fee .............. $1,152
Legal Fees and Expenses .......... 1,500
Accounting Fees and Expenses...... 3,000
Miscellaneous Expenses .......... 348
Total ............................ $6,000
</TABLE>
Item 15. Indemnification of Directors and Officers
Section 1031 of the Oklahoma General Corporation Act provides broad
authority for the indemnification of, and the advancement of litigation expenses
to, the directors and officers of an Oklahoma corporation. Section 1066 of the
Oklahoma General Corporation Act provides broad authority for the elimination or
limitation of the personal liability of directors of an Oklahoma corporation to
the Oklahoma corporation and its shareholders for monetary damages for breaches
of fiduciary duty. The Amended and Restated Certificate of Incorporation, as
amended, and Bylaws of the Registrant provide for indemnification of, and the
advancement of litigation expenses to, directors and officers to the broadest
extent permitted by Oklahoma law and provided for the elimination and limitation
of the personal liability of directors for monetary damages for breaches of
fiduciary duty to the fullest extent permitted by Oklahoma law.
Item 16. Exhibits
Exhibit
No. Description
5.1 Opinion of Crowe & Dunlevy, a Professional Corporation, on legality of
securities.
3.1 Consent of Crowe & Dunlevy, a Professional Corporation (included in
Exhibit 5.1).
3.2 Consent of Deloitte & Touche LLP.
3.3 Consent of Price Waterhouse LLP.
4.1 Powers of Attorney.
Item 17. Undertakings
The Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) Reflect in the prospectus any facts or events which, individually
or together, present a fundamental change in the information in the
Registration Statement; and
(iii) Include any additional or changed material information on the
plan of distribution.
<PAGE>
Provided, however, that the undertakings set forth in paragraphs (1)(I) and
(1)(ii) above do not apply if the information required to be included in the
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That for determining liability under the Securities Act of 1993, each
such post-effective amendment shall be treated as a new registration statement
of the securities offered, and the offering of the securities at that time shall
be treated as the initial bona fide offering.
(3) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions referred to in Item 15 of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 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 Securities Act of 1933 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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Ada, State of Oklahoma on May 15, 1995.
PRE-PAID LEGAL SERVICES, INC.
By: /s/ RANDY HARP
Randy Harp
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Position Date
/s/ HARLAND C. STONECIPHER* Chairman of the Board of Directors May 15, 1995
Harland C. Stonecipher and Chief Executive Officer
(Principal Executive Officer)
/s/ JACK MILDREN* President and Director May 15, 1995
Jack Mildren
/s/ KATHLEEN S. PINSON* Vice President, Controller and May 15, 1995
Kathleen S. Pinson Director (Principal Accounting
Officer)
/s/ RANDY HARP Chief Financial Officer and Director May 15, 1995
Randy Harp (Principal Financial Officer)
/s/ PETER K. GRUNEBAUM* Director May 15, 1995
Peter K. Grunebaum
/s/ WILBURN L. SMITH* Director May 15, 1995
Wilburn L. Smith
/s/ CHARLES H. WALLS* Director May 15, 1995
Charles H. Walls
*By: /s/ RANDY HARP
Randy Harp
Attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description
5.1 Opinion of Crowe & Dunlevy, A Professional Corporation,
on legality of securities.
23.1 Consent of Crowe & Dunlevy, A Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Price Waterhouse LLP.
24.1 Powers of Attorney.
EXHIBIT 5.1
<PAGE>
May 15, 1995
Pre-Paid Legal Services, Inc.
321 East Main Street
Ada, Oklahoma 74820
Re: Pre-Paid Legal Services, Inc. - Registration Statement on Form S-3
Relating to 656,250 Shares of Common Stock
Ladies and Gentlemen:
You have requested our advice with respect to the legality of the common
stock, par value $0.01 per share ("Common Stock"), of Pre-Paid Legal Services,
Inc. (the "Company") issuable (i) upon exercise of the Representative's Warrant
issued to Paulson Investment Company, Inc. on June 16, 1994 (the
"Representative's Warrant") and (ii) upon exercise of the "Unit Warrants" that
underlie the Representative's Warrants.
We have examined, and are familiar with, the originals or copies, the
authenticity of which have been established to our satisfaction, of all
documents and other instruments we have deemed necessary to express the opinions
hereinafter set forth. We have assumed the accuracy and completeness of such
documents and instruments and of the information contained therein.
Based on the foregoing, and upon consideration of applicable law, it is our
opinion that the 437,500 shares of Common Stock issuable upon exercise of the
Representative's Warrants and the 218,500 shares of Common Stock issuable upon
exercise of the "Unit Warrants" that underlie the Representative's Warrants,
will, upon payment therefor and delivery thereof in accordance with the terms of
such warrants, be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
above-captioned Registration Statement and to the reference to this firm in the
Registration Statement and the Prospectus included therein under the heading
"Legal Matters."
Respectfully submitted,
CROWE & DUNLEVY
A PROFESSIONAL CORPORATION
By: /s/ MICHAEL M. STEWART
Michael M. Stewart
EXHIBIT 23.2
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of Pre-Paid Legal Services, Inc. of our report dated February 27,
1995 appearing in the Annual Report on Form 10-KSB of Pre-Paid Legal Services,
Inc. for the year ended December 31, 1994 and to the reference to us under the
heading "Experts" in such Prospectus, which is part of this Registration
Statement.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Oklahoma City, Oklahoma
May 15, 1995
EXHIBIT 23.3
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
May 16, 1994 appearing on page 22 of Pre-Paid Legal Services, Inc.'s Annual
Report on Form 10-KSB for the year ended December 31, 1994. We also consent to
the references to us under the heading "Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
Price Waterhouse LLP
Dallas, Texas
May 15, 1995
EXHIBIT 24.1
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Randy Harp and Kathleen S. Pinson, and each or any of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign the Registration Statement on Form S-3, relating to
the offer and sale of 656,250 shares of Common Stock of the Company by holders
of those certain Representative's Warrants issued by the Company on June 16,
1994, and any and all amendments thereto (including post-effective amendments)
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or any of them, or their or
his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Signature Title Date
/s/ HARLAND C. STONECIPHER Chairman of the May 15, 1995
Harland C. Stonecipher Board of Directors
and Chief Executive
Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Harland C. Stonecipher and Kathleen S. Pinson, and each or any of them,
his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign the Registration Statement on Form
S-3, relating to the offer and sale of 656,250 shares of Common Stock of the
Company by holders of those certain Representative's Warrants issued by the
Company on June 16, 1994, and any and all amendments thereto (including
post-effective amendments) and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each said attorney-in-fact and agent full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or any
of them, or their or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Signature Title Date
/s/ RANDY HARP Chief Financial May 15, 1995
Randy Harp Officer and
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Harland C. Stonecipher and Randy Harp, and each or any of them, his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-3, relating
to the offer and sale of 656,250 shares of Common Stock of the Company by
holders of those certain Representative's Warrants issued by the Company on June
16, 1994, and any and all amendments thereto (including post-effective
amendments) and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
each said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or any of them, or their
or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Signature Title Date
/s/ KATHLEEN S. PINSON Vice President, May 15, 1995
Kathleen S. Pinson Controller and
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Harland C. Stonecipher, Randy Harp and Kathleen S. Pinson, and each or
any of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign the Registration Statement
on Form S-3, relating to the offer and sale of 656,250 shares of Common Stock of
the Company by holders of those certain Representative's Warrants issued by the
Company on June 16, 1994, and any and all amendments thereto (including
post-effective amendments) and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each said attorney-in-fact and agent full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or any
of them, or their or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Signature Title Date
/s/ JACK MILDREN President May 15, 1995
Jack Mildren and Director
/s/ WILBURN L. SMITH Director May 15, 1995
Wilburn L. Smith
/s/ CHARLES H. WALLS Director May 15, 1995
Charles H. Walls
/s/ PETER K. GRUNEBAUM Director May 15, 1995
Peter K. Grunebaum
