<PAGE> 1
As filed with the Securities and Exchange Commission on September 27, 1995
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
TELXON CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 74-1666060
(State of Incorporation) (I.R.S. Employer Identification No.)
3330 WEST MARKET STREET, AKRON, OHIO 44333
(Address of Principal Executive Offices)
TELXON CORPORATION
1995 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
ROBERT F. MEYERSON ROBERT A. GOODMAN, ESQ.
Chairman and Chief Executive Officer Goodman Weiss Miller Freedman
3330 West Market Street 100 Erieview Plaza, 27th Floor
Akron, Ohio 44333 Cleveland, Ohio 44114-1924
(216) 867-3700 (216) 696-3366
(Agent to receive comments and
other communications)
(Name, address and telephone number of agents for service)
____________________
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 500,000 shares $23.25 $11,625,000 $4,008.65
par value $.01
========================================================================================================
(1) The subject shares of Common Stock of Telxon Corporation (the
"Corporation" or the "Registrant") may be issued pursuant to the
Registrant's 1995 Employee Stock Purchase Plan, as amended (the
"Plan"). In accordance with Rule 416, this Registration
Statement also relates to such presently indeterminate number of
additional securities of the Registrant as may become issuable
pursuant to the antidilution provisions of the Plan in the event
of any stock splits, stock dividends or similar transactions
specified in the Plan.
(2) Estimated solely for the purpose of calculating the registration fee,
in accordance with Rule 457(c), on the basis of the average of the
high ($24.00) and low ($22.50) prices of the Registrant's Common Stock
as reported by the Nasdaq Stock Market's National Market on September
21, 1995.
</TABLE>
2
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Commission are
incorporated in this Registration Statement by reference:
(a) The Annual Report of Telxon Corporation (the
"Corporation" or the "Registrant") on Form 10-K for the year ended
March 31, 1995.
(b) Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995.
(c) The description of the Common Stock set forth under
the caption "Item 1. Description of Registrant's Securities to be
Registered" in the Registration Statement on Form 8-A filed by the
Corporation with respect to its Common Stock pursuant to Section 12(g)
of the Securities Exchange Act of 1934 (the "Exchange Act"), as
amended by Amendment No. 1 thereto filed under cover of a Form 8.
All documents filed by the Corporation 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 indicating that
all of the securities offered pursuant to this Registration Statement have been
sold or deregistering all such 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 filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
3
<PAGE> 4
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities being offered pursuant to this
Registration Statement has been passed upon for the Corporation by the law firm
of Goodman Weiss Miller Freedman. Certain attorneys of such firm, in the
aggregate, own 10,440 shares, and have options to acquire an additional 108,500
shares, of the Corporation's Common Stock. Robert A. Goodman, the senior
partner of such firm, is a member of the Board of Directors and the Secretary
of the Corporation.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, under which law
the Registrant is incorporated, grants corporations the power to indemnify
their directors, officers, employees and agents in accordance with the
provisions therein set forth. The provisions governing the indemnification by
the Registrant of its directors, officers, employees and agents are set forth
in Article ELEVENTH of the Registrant's Restated Certificate of Incorporation.
Paragraph A of Article ELEVENTH provides in part as follows:
A. The Corporation (1) shall indemnify any person who is or
was a director or officer of the Corporation, and (2) may, in the
discretion of the Board of Directors, indemnify any person who is or
was an employee or agent of the Corporation, where such director,
officer, employee or agent was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason
of the fact that he is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
Paragraphs B, C, D and E of Article ELEVENTH provide as follows:
B. The Corporation (1) shall indemnify any person who is or
was a director or officer of the Corporation, and (2) may, in the
discretion of the Board of Directors, indemnify any person who is or
was an employee or agent of the Corporation, where such director,
officer, employee or agent was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by
or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of
the Corporation as director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement
4
<PAGE> 5
of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of
the Corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Corporation unless and only to
the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper.
C. To the extent that a director, officer, employee or agent
of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Paragraph A
or B of this Article ELEVENTH, or in the defense of any claim, issue
or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
D. Any indemnification under Paragraph A or B of this Article
ELEVENTH (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable standards of
conduct set forth in Paragraph A and B of this Article ELEVENTH. Such
determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties
to such action, suit or proceeding, or (2) if such quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (3)
by the stockholders.
E. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of
an undertaking by or on behalf of the director, officer, employee or
agent to repay such amount if it shall ultimately be determined that
he is entitled to be indemnified by the Corporation as authorized in
this Article ELEVENTH.
Paragraph F of Article ELEVENTH provides in part as follows:
F. The indemnification and advancement of expenses provided
by this Article ELEVENTH shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of
expenses may be entitled under any By-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person.
The Registrant maintains and pays the premium on contracts insuring
the Registrant (with certain exclusions) against any liability to directors and
5
<PAGE> 6
officers it may incur under the above indemnity provisions and insuring each
director and officer of the Registrant (with certain exclusions) against
liability and expense, including legal fees, which he may incur by reason of
his relationship to the Registrant, even if the Registrant does not have the
obligation or right to indemnify him against such liability or expense.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS (NUMBERED BY REFERENCE TO ITEM 601 OF REGULATION S-K).
*4.1 Portions of the Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 2(a) to Amendment No. 1 to the
Registration Statement on Form 8-A filed by the Registrant
with respect to its Common Stock pursuant to Section 12(g) of
the Exchange Act and incorporated herein by reference)
pertaining to the rights of holders of Registrant's Common
Stock.
*4.2 Portions of the Amended and Restated By-laws of the
Registrant, as amended (filed as Exhibit 2(b) to Amendment No.
1 to the Registration Statement on Form 8-A filed by the
Registrant with respect to its Common Stock pursuant to
Section 12(g) of the Exchange Act and incorporated herein by
reference), pertaining to the rights of holders of
Registrant's Common Stock.
*4.3 Text of form of Certificate for the Registrant's Common Stock,
par value $.01 per share, and description of graphic and image
material appearing thereon, filed as Exhibit 4.2 to the
Registrant's Quarterly Report on Form 10-Q filed for the
quarter ended June 30, 1995 and incorporated herein by
reference.
*4.4 Form of Rights Agreement, dated as of August 25, 1987, between
the Registrant and Ameritrust Company National Association, as
Rights Agent, filed as Exhibit 2(c) to Amendment No. 1 to the
Registration Statement on Form 8-A filed by the Registrant
with respect to its Common Stock pursuant to Section 12(g) of
the Exchange Act and incorporated herein by reference.
*4.5 Form of Rights Certificate (included as Exhibit A to the
Rights Agreement included as Exhibit 4.4 to this Registration
Statement). Until the Distribution Date (as defined in the
Rights Agreement),
6
<PAGE> 7
the Rights Agreement provides that the Common Stock purchase
rights created thereunder are evidenced by the certificates for
Registrant's Common Stock (the text of which and description
thereof are included as Exhibit 4.3 to this Registration
Statement, which stock certificates are deemed also to be
certificates for such Common Stock purchase rights) and not
by separate Rights Certificates; as soon as practicable after
the Distribution Date, Rights Certificates will be mailed to
each holder of the Registrant's Common Stock as of the close
of business on the Distribution Date.
**5.1 Opinion of Goodman Weiss Miller Freedman.
**23.1 Consent of Coopers & Lybrand L.L.P.
**23.2 Consent of Goodman Weiss Miller Freedman (incorporated into
Exhibit 5.1 hereto).
**24.1 Power of Attorney executed by the directors and principal
officers of the Registrant.
__________________
*Previously filed.
**Filed herewith.
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement; and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement.
Provided, however, that paragraphs A.1(i) and A.1(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
7
<PAGE> 8
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 undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 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 Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is 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.
8
<PAGE> 9
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 Akron, State of Ohio, on September 26, 1995.
TELXON CORPORATION
By /s/ Robert F. Meyerson
------------------------------
Robert F. Meyerson, Chairman and
Chief Executive Officer
<PAGE> 10
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 DATE INDICATED.
NAME TITLE DATE
---- ----- ----
* Richard J. Bogomolny Director September 26, 1995
- ----------------------------
Richard J. Bogomolny
* John H. Cribb Vice Chairman of the September 26, 1995
- ---------------------------- Board and Director
John H. Cribb
/s/ Gerald J. Gabriel Corporate Controller September 26, 1995
- ---------------------------- (principal accounting
Gerald J. Gabriel officer)
* Robert A. Goodman Director September 26, 1995
- ----------------------------
Robert A. Goodman
/s/ Kenneth W. Haver Senior Vice President September 26, 1995
- ---------------------------- of Finance and
Kenneth W. Haver Administration,
Chief Financial Officer
(principal financial
officer) and Treasurer
/s/ Robert F. Meyerson Chairman of the Board, September 26, 1995
- ---------------------------- Chief Executive
Robert F. Meyerson Officer (principal
executive officer)
and Director
* William J. Murphy President, Chief September 26, 1995
- ---------------------------- Operating Officer
William J. Murphy and Director
* Raj Reddy Director September 26, 1995
- ----------------------------
Raj Reddy
* Norton W. Rose Director September 26, 1995
- ----------------------------
Norton W. Rose
___________________________
*The undersigned does hereby sign this Registration Statement on behalf of
the above persons pursuant to the power of attorney duly executed and filed
with the Securities and Exchange Commission as Exhibit 24.1 hereto, all in the
capacities indicated on this 26th day of September 1995.
By: /s/ Robert F. Meyerson
----------------------------------
Robert F. Meyerson, Attorney-in-Fact
<PAGE> 11
INDEX TO EXHIBITS
EXHIBIT NUMBER (NUMBERED BY REFERENCE TO ITEM 601 OF REGULATION
---------------------------------------------------------------
S-K) AND DESCRIPTION
--------------------
* 4.1 Portions of the Restated Certificate of
Incorporation of the Registrant (filed as
Exhibit 2(a) to Amendment No. 1 to the
Registration Statement on Form 8-A filed by
the Registrant with respect to its Common
Stock pursuant to Section 12(g) of the
Exchange Act and incorporated herein by
reference) pertaining to the rights of
holders of Registrant's Common Stock.
* 4.2 Portions of the Amended and Restated By-laws
of the Registrant, as amended (filed as
Exhibit 2(b) to Amendment No. 1 to the
Registration Statement on Form 8-A filed by
the Registrant with respect to its Common
Stock pursuant to Section 12(g) of the
Exchange Act and incorporated herein by
reference), pertaining to the rights of
holders of Registrant's Common Stock.
* 4.3 Text of form of Certificate for the
Registrant's Common Stock, par value $.01 per
share, and description of graphic and image
material appearing thereon, filed as Exhibit
4.2 to the Registrant's Quarterly Report on
Form 10-Q filed for the quarter ended June 30,
1995 and incorporated herein by reference.
* 4.4 Form of Rights Agreement, dated as of August
25, 1987, between the Registrant and
Ameritrust Company National Association, as
Rights Agent, filed as Exhibit 2(c) to
Amendment No. 1 to the Registration Statement
on Form 8-A filed by the Registrant with
respect to its Common Stock pursuant to
Section 12(g) of the Exchange Act and
incorporated herein by reference.
* 4.5 Form of Rights Certificate (included as
Exhibit A to the Rights Agreement included as
Exhibit 4.4 to this Registration Statement).
Until the Distribution Date (as defined in
the Rights Agreement), the Rights Agreement
provides that the Common Stock purchase
rights created thereunder are evidenced by
the certificates for Registrant's Common
Stock (the text of which and description
thereof are included as Exhibit 4.3 to this
Registration Statement, which stock
certificates are deemed also to be
certificates for such Common Stock purchase
rights) and not by separate Rights
Certificates; as soon as practicable after
the Distribution Date, Rights Certificates
will be mailed to each holder of the
Registrant's Common Stock as of the close of
business on the Distribution Date.
** 5.1 Opinion of Goodman Weiss Miller Freedman.
<PAGE> 12
** 23.1 Consent of Coopers & Lybrand L.L.P.
** 23.2 Consent of Goodman Weiss Miller Freedman
(incorporated into Exhibit 5.1 hereto).
** 24.1 Power of Attorney executed by the directors
and principal officers of the Registrant.
_________________________
*Previously filed.
**Filed herewith.
<PAGE> 1
EXHIBIT 5.1
GOODMAN WEISS MILLER FREEDMAN
100 Erieview Plaza, 27th Floor
Cleveland, Ohio 44114-1824
Telephone: (216) 696-3366
Telecopier: (216) 363-5835
September 26, 1995
Board of Directors
Telxon Corporation
3330 West Market Street
Akron, Ohio 44333
Re: Registration Statement on Form S-8 of Common Stock Issuable Pursuant
to 1995 Employee Stock Purchase Plan
Gentlemen:
We are rendering this opinion in connection with the registration by
Telxon Corporation, a Delaware corporation (the "Company"), under the
Securities Act of 1933, as amended (the "Act"), pursuant to a registration
statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission, of the 500,000 shares (the "Shares") of
common stock of the Company, par value $.01 per share, issuable pursuant to the
Company's 1995 Employee Stock Purchase Plan, as amended (the "Plan").
We have assisted the Company in its preparation the Registration
Statement in our capacity as its general counsel. In connection therewith, we
have examined and/or relied upon:
(a) The Plan;
(b) The written explanatory information, of the type and
scope required by Part I of Form S-8 to be provided to employees
offered securities pursuant to an employee benefit plan such as the
Plan, which information we understand the Company intends to provide,
in substantially similar form and content, to each employee eligible
to participate in the Plan;
(c) The Registration Statement; and
(d) The Restated Certificate of Incorporation and Amended
and Restated By-Laws, each as amended to date, of the Company
(together, the "Charter Documents") and the other exhibits to the
Registration Statement.
<PAGE> 2
Board of Directors
Telxon Corporation
September 26, 1995
Page 2
In addition, we have reviewed such other documents and have made such inquiries
of officers and directors of the Company and other persons as we have deemed
necessary to enable us to express the opinion hereinbelow set forth.
Based on and subject to the foregoing, we are of the opinion that the
(i) subject to (1) the effectiveness of the Registration Statement, (2)
compliance with the document delivery and updating requirements of Part I of
Form S-8 and of Rule 428(b) promulgated under the Act and with applicable state
securities laws and (3) payment of such purchase price as is required to be
paid with respect to the Shares issuable pursuant to the Plan and (ii) provided
that the Charter Documents and all applicable laws, rules and regulations then
in effect are the same as such Charter Documents, laws, rules and regulations
as are in effect as of the date hereof, any Shares hereafter awarded under and
in accordance with the Plan will be, legally issued, fully paid and
non-assessable under the General Corporation Law of the State of Delaware under
which the Company is incorporated.
We hereby consent to the filing of a copy of this opinion as an
Exhibit to the Registration Statement.
In giving such consent, we do not thereby concede that we are within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations promulgated thereunder.
Very truly yours,
/s/ Goodman Weiss Miller Freedman
GOODMAN WEISS MILLER FREEDMAN
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in this Registration
Statement of Telxon Corporation on Form S-8 with respect to the registrant's
1995 Employee Stock Purchase Plan, as amended, of our report dated June 19,
1995, which includes an explanatory paragraph related to a Consolidated Class
Action, on our audits of the consolidated financial statements and financial
statement schedules of Telxon Corporation and Subsidiaries, as of March 31,
1995 and 1994, and for each of the three years in the period ended March 31,
1995, appearing on page 30 of the Annual Report of Telxon Corporation on Form
10-K for the year ended March 31, 1995.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Akron, Ohio
September 26, 1995
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors
of TELXON CORPORATION, a Delaware corporation ("Registrant"), hereby
constitutes and appoints Robert F. Meyerson, William J. Murphy and Kenneth W.
Haver, his attorneys-in-fact and agents, and each of them, with full power to
act without the other, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to prepare or cause to be prepared and to
sign a Registration Statement on Form S-8 under the provisions of the
Securities Act of 1933, as amended (the "Act"), with respect to shares of
Registrant's Common Stock, par value $.01 per share issuable to employees who
hereafter purchase such stock under Registrant's 1995 Employee Stock Purchase
Plan, together with any participation interests under said Plan which may
constitute securities within the meaning of the Act and any and all amendments
to such Registration Statement and to file the same, including all exhibits
thereto and other documents required in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might and could do in
person, hereby ratifying and affirming all that said attorneys-in-fact and
agents and either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
<PAGE> 2
IN WITNESS WHEREOF, each of the undersigned has executed this instrument
in the capacities and on the date indicated.
<TABLE>
<CAPTION>
NAME CAPACITY DATE
- ---- -------- ----
<S> <C> <C>
/s/ Richard J. Bogomolny Director September 20, 1995
- --------------------------------------
Richard J. Bogomolny
/s/ John H. Cribb Vice Chairman of the Board September 21, 1995
- -------------------------------------- and Director
John H. Cribb
/s/ Robert A. Goodman Director September 26, 1995
- --------------------------------------
Robert A. Goodman
/s/ Robert F. Meyerson Chairman of the Board, Chief September 26, 1995
- -------------------------------------- Executive Officer (principal
Robert F. Meyerson executive offer), and Director
/s/ William J. Murphy President, Chief Operating September 21, 1995
- -------------------------------------- Officer and Director
William J. Murphy
/s/ Raj Reddy Director September 20, 1995
- --------------------------------------
Raj Reddy
/s/ Norton W. Rose Director September 22, 1995
- --------------------------------------
Norton W. Rose
</TABLE>
