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As filed with the Securities and Exchange Commission on August __, 1997
Registration No. 33-
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________
KOLLMORGEN CORPORATION
(Exact name of registrant as specified in its charter)
New York 04-2151861
(State or other jurisdiction of (I.R.S.
incorporation or organization) Identification No.)
1601 Trapelo Road, Waltham, MA 02154 (617) 890-5655
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
James A. Eder, Vice President, Secretary and General Counsel
Kollmorgen Corporation
968 Farmington Avenue, Room 208
West Hartford, Connecticut 06l07
(860) 232-3121
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
___________
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
If any of the securities 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, please check the following box. / X /
CALCULATION OF REGISTRATION FEE
==========================================================================
Proposed Proposed Proposed
Maximum Maximum Maximum
Title of Each Class of Amount Offering Aggregate Amount of
Securities to be to be Price Offering Registration
Registered Registered per Share(1) Price(1) Fee
- --------------------------------------------------------------------------
Class A Stock, $2.50
par value per share 174,522 $17.09 $2,982,580.98 $903.81
==========================================================================
(1) Estimated solely for purposes of calculating the registration fee
based upon the average of the high and low price of the Common Stock on
the New York Stock Exchange on August 26, 1997, pursuant to Rule 457(c).
The Company hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Company
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 this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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PROSPECTUS
174,522 Shares
KOLLMORGEN CORPORATION
Common Stock
__________
All of the 174,522 shares (the "Shares") of Common Stock of
Kollmorgen Corporation, a New York corporation (the "Company"), offered
hereby (the "Offering") are being sold by one shareholder of the Company
(the "Selling Shareholder"). Neither the Company nor any of its officers
and directors will receive any proceeds from the Offering.
Holders of the Common Stock are entitled to one vote per share. See
"Description of Common Stock."
The Common Stock is currently traded on the New York Stock Exchange,
Inc. under the symbol KOL. The last reported closing price of the Common
Stock on _____________, 1997, was $_______ .
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.
==========================================================================
Price to Underwriting Discounts Proceeds to Selling
Public(1) and Commissions Shareholder(2)
__________________________________________________________________________
Per Share $ $ $
__________________________________________________________________________
Total $ $ $
==========================================================================
(1) Estimated based upon the closing price of the Common Stock on
_____________, 1997. These securities may be offered in various
types of sale transactions or transactions involving various types of
dispositions (which may or may not involve brokers, dealers, and/or
cash transactions), possibly including sales at the market or prices
not presently determinable or distributions of all or part of the
Shares to persons holding beneficial interests in the Selling
Shareholder. See "Plan of Distribution."
(2) Before deducting expenses of the Offering, all of which are payable
by the Company, estimated at $10,000.
__________
The date of this Prospectus is ____________, 1997.
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission
(the "Commission") a Registration Statement on Form S-3 under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to
the Shares. For the purposes hereof, the term "Registration Statement"
means the original Registration Statement and any and all amendments
thereto, including the schedules and exhibits to such Registration
Statement or any such amendment. This prospectus, which forms a part of
the Registration Statement, does not contain all of the information set
forth in the Registration Statement, to which reference is hereby made.
Each statement made in this Prospectus concerning a document filed as an
exhibit to the Registration Statement is qualified in its entirety by
reference to such exhibit for a complete statement of its provisions.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports and other information with the Securities and
Exchange Commission ("SEC"). Reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities of the SEC, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549, as well as the following Regional Offices: 7 World
Trade Center, Suite 1300, New York, New York 10048; and Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies can be obtained by mail at prescribed rates. Requests
should be directed to the SEC's Public Reference Section, Judiciary Plaza,
450 Fifth Street, N.W., Washington, DC 20549.
__________
The Company furnishes its shareholders with annual reports containing
consolidated financial statements audited by independent auditors.
THE OFFERING
All of the Shares being offered hereby are being offered on behalf of
the Selling Shareholder identified herein under "Selling Shareholder" in
the manner described herein under "Plan of Distribution." The following
table sets forth certain information concerning this Offering which should
be read in conjunction with the information appearing elsewhere in this
Prospectus or in the documents incorporated herein by reference:
Common Stock being offered
by the Selling Shareholder: . . . . . . . . . 174,522 shares
Shares outstanding before and
after this Offering (1) Common Stock. . . 9,958,531 shares
Use of Proceeds: The Shares offered hereby are being
sold by the Selling Shareholder. The
Company will not receive any of the
proceeds from the Offering.
New York Stock Exchange, Inc. Common Stock . . . . . . . . . . KOL
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(1) Based upon shares outstanding on August 28, 1997. Does not include
1,061,778 shares reserved for issuance upon the exercise of stock
options, and 956,041 shares reserved for issuance upon conversion of
certain Company convertible debentures. If all of these additional
shares were issued as of such date, there would have been 12,150,872
shares of Common Stock outstanding.
THE COMPANY
Kollmorgen Corporation (the "Company") was incorporated in the State
of New York in 1916. The Company primarily manufactures and sells
worldwide high performance permanent magnet motors, associated electronic
components and related systems to industrial, commercial and the
aerospace/defense markets. In addition, it manufactures and sells
worldwide electro-optical systems for various weapon systems and provides
consulting engineering services to domestic nuclear and fossil fuel power
plants.
SELLING SHAREHOLDER
The Selling Shareholder is Dr. Ilan Cohen (the "Selling
Shareholder"). Pursuant to certain agreements in connection with the
Company's acquisition of Servotronix, Ltd ("Servotronix"), an Israel
software company, from the shareholders of Servotronix, the Selling
Shareholder acquired the Shares and has exercised certain registration
rights resulting in the filing by the Company of the Registration
Statement of which this Prospectus is a part. The Selling Shareholder has
rights to acquire 174,522 shares of the Company's Common Stock, and if he
sells all of such shares under this prospectus he will own no shares of
the Company's Common Stock.
The Selling Shareholder is currently the President and a Director of
Servotronix. Servotronix is a subsidiary of Kollmorgen Overseas
Development Corporation, a wholly-owned subsidiary of the Company.
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time on the New
York Stock Exchange at prices prevailing on such market or in other types
of distributions. Any such market sales or distributions effected as part
of the Offering are expected to occur within approximately two years from
the date of this Prospectus.
DESCRIPTION OF COMMON STOCK
Common Stock
The authorized capital stock of the Company consists of (i)
25,000,000 Common Shares, par value $2.50 per share ("Common Shares") of
which 9,958,531 Common Shares were outstanding on August 28, 1997, and
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<PAGE>5
(ii) 500,000 shares of Preferred Stock, par value $1.00 per share, of
which no shares were outstanding on August 28, 1997. In addition, as of
such date, 1,061,778 Common Shares were reserved for future issuance
pursuant to outstanding options and 956,041 Common Shares were reserved
for issuance in exchange for certain Company convertible debentures. Each
holder of Common Shares has one vote per share upon all matters voted upon
by shareholders. Such voting rights are non-cumulative.
Each Common Share is entitled to participate equally in dividends as
and when declared by the Board of Directors and is entitled to participate
equally in the distribution of assets in the event of liquidation. All
shares, when issued and fully paid, are nonassessable and not subject to
redemption or conversion and have no conversion rights. Holders of Common
Shares have no preemptive right to subscribe for any additional shares of
any class of stock of the Company, whether now or hereafter authorized.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Commission pursuant to either the Securities Act or the Exchange Act, are
incorporated hereby by reference, except as superseded or modified:
1. The Company's annual report on Form 10-K for the year ended
December 31, 1996;
2. The Company's quarterly report on Form 10-Q for the quarter
ended March 31, 1997, and June 30, 1997; and
3. The Company's proxy statement dated April 4, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the 1934 Act after the date of this Prospectus and prior to
the termination of this Offering 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 information relating to the Company contained in this Prospectus
does not purport to be comprehensive and must be read together with the
information contained in the documents listed above which have been
incorporated by reference. Any statement contained in a document
incorporated by reference or deemed to be incorporated by reference herein
shall be modified or superseded, for purpose of this Prospectus, to the
extent that a statement contained herein or in any subsequently filed
document which is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute
part of this Prospectus.
The Company will provide without charge to such person to whom this
Prospectus is delivered, upon written or oral request of such person, a
copy of any document incorporated by reference in this Prospectus, other
than exhibits to any such document not specifically described above.
Requests for such documents should be directed to Kollmorgen Corporation,
1601 Trapelo Road, Waltham, MA 02154, Attention Secretary (Telephone
Number 617-890-5655).
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LEGAL OPINIONS
Legal matters in connection with the Offering will be passed upon for
the Company and the Selling Shareholder by James A. Eder, Vice President,
Secretary and General Counsel of the Company.
EXPERTS
The consolidated balance sheets as of December 31, 1996 and 1995 and
the consolidated statements of operations, shareholders' equity and cash
flows for each of the three years in the period ended December 31, 1996,
incorporated by reference in this Registration Statement, have been
incorporated herein in reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Registration Fees - Securities and Exchange Commission: $ 1,000
Legal Fees and Expenses 5,000
Accounting Fees and Expenses 2,000
Blue Sky Fees and Expenses 1,000
Miscellaneous 1,000
-----------
TOTAL $ 10,000 (1)
[FN]
(1) To be paid by the Company.
Item 15. Indemnification of Directors and Officers.
Section 721 of the New York Business Corporation Law ("BCL") provides
that no provision made to indemnify directors or officers of a corporation
for the defense of any civil or criminal action or proceeding, whether
contained in the Certificate of Incorporation, the By-Laws, a resolution
of shareholders or directors, an agreement or otherwise, nor any award of
indemnification by a Court, shall be valid unless consistent with
Article 7 of the BCL. Sections 722 through 726 of the BCL prescribe the
various conditions under which directors and officers may be indemnified
by a New York corporation, such as the Company.
Article VI of the Company's By-Laws provides for indemnification of
directors and officers of the Company and in substance incorporates the
provisions of Sections 722 and 723 of the BCL. Article VI provides that
the Company (a) may indemnify a director or officer made a party to a
derivative action against reasonable expenses actually and necessarily
incurred by him in connection with the defense of such action, except in
relation to matters as to which such director or officer is adjudged to
have breached his duty to the Company, and (b) may indemnify a director or
officer made, or threatened to be made, a part to any action other than a
derivative action, whether civil or criminal, by reason of the fact that
he was a director or officer of the Company, against judgments, fines,
amounts paid in settlement and reasonable expenses actually and
necessarily incurred as a result of such action, if such director or
officer acted, in good faith, for a purpose which he reasonably believed
to be in the best interests of the Company and, in criminal actions or
proceedings, in addition, had no reasonable cause to believe that his
conduct was unlawful.
The Company has entered into Indemnification Agreements
("Indemnification Agreements") with each of its outside directors that
provide that the Company shall indemnify each director(the "Indemnitee")
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<PAGE>8
against all expenses, judgments, penalties, fines, expenses and amounts
incurred by an Indemnitee if such person is, or is threatened to be made,
a party to any Proceeding (as defined below), provided that the Indemnitee
acted in good faith and was not opposed to the interests of the Company.
"Proceeding" as defined in the Indemnification Agreement includes any
action, suit, arbitration, alternate despite resolution mechanism,
investigation, administrative hearing or any other actual, threatened or
completed proceeding whether civil, criminal, administrative or
investigation, other than one initiated by the Indemnitee.
If an Indemnitee has been successful, on the merits or otherwise, in
an Proceeding, the Indemnitee shall be indemnified to the maximum extent
permitted by the BCL. If the Indemnitee is not wholly successful in a
Proceeding, the Company will, nevertheless, provide indemnity to the
Indemnitee for each successful matter to the maximum extent permitted by
the BCL. The Company shall advance to the Indemnitee all amounts which
were incurred by, or on behalf of, the Indemnitee, prior to a final
resolution of a Proceeding, provided that the Indemnitee undertakes to
repay any such advances if it is finally determined that the Indemnitee
was not entitled to indemnification.
The Indemnification Agreements set out a procedure for obtaining and
determining indemnification from the Company under certain circumstances.
In addition, the Indemnification Agreements provide that the Company shall
have the right under certain circumstances to participate in, and assume
the defense and control of, any Proceeding and, subject to certain limited
situations, shall not be liable to the Indemnitee for any legal fees after
assuming such a defense.
The Company has purchased standard policies of directors and officers
liability insurance which: (a) subject to certain limitations, retentions
and exclusions, insure the Company for amounts which it may be required to
pay as indemnification to its directors and officers pursuant to Article
VI of its By-Laws, and (b) subject to certain limitations and retentions,
insure the Company's directors and officers against any losses sustained
by them by reason of the fact that they were directors or officers of the
Company to the extent that such losses are not covered by Article VI of
the Company's By-Laws, however, such insurance excludes, among other
things, losses arising out of claims (i) under the Securities Exchange Act
of 1934 and amendments thereto for an accounting of profits made from the
purchase or sale by any of the directors and officers of securities of the
Company; (ii) for damages payable in connection with transactions of the
directors and officers out of which they shall have gained any personal
profit or advantage to which they are not legally entitled; (iii) where a
judgment, in a suit brought against the director or officer, establishes
that their acts of active and deliberate dishonesty committed with actual
dishonest purpose and intent were material to the cause of action so
adjudicated; and (iv) for libel or slander.
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<PAGE>9
Item 16. Exhibits.
5 Opinion of Counsel.
23(a) Consent of Independent Public Accountants.
(b) Consent of Counsel is contained in Exhibit 5.
24 Powers of Attorney.
Item 17. Undertakings.
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 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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1993, 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.
(4) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared
effective.
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(5) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus 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.
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 any 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 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.
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 said 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 said Act and will be governed by
the final adjudication of such issue.
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<PAGE>11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies 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 Waltham, Commonwealth of Massachusetts, on
the 29th day of August, 1997.
KOLLMORGEN CORPORATION
/s/ Robert J. Cobuzzi
Robert J. Cobuzzi
Senior Vice President, Treasurer
and Chief Financial Officer
August 29, 1997
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated:
/s/ Gideon Argov
Gideon Argov August 29, 1997
President and
Chief Executive Officer/Director
/s/ Robert J. Cobuzzi
Robert J. Cobuzzi August 29, 1997
Senior Vice President, Treasurer and
Chief Financial Officer/Director
/s/ Keith D. Jones
Keith D. Jones August 29, 1997
Controller and
Chief Accounting Officer
/s/ James A. Eder
James A. Eder August 29, 1997
Vice President and Secretary and
Attorney-in-Fact For:
Jerald G. Fishman, Director J. Douglas Maxwell, Jr., Director
Herbert L. Henkel, Director Robert N. Parker, Director
James H. Kasschau, Director George P. Stephan, Director
<PAGE>
EXHIBIT 5
August 25, 1997
Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549
Re: Kollmorgen Corporation Registration
Statement on Form S-3
Dear Ladies and Gentlemen:
I am a member of the bars of the States of New York and Connecticut
and am the General Counsel and a Vice President and the Secretary of
Kollmorgen Corporation (the "Company") and in connection with the proposed
sale of up to 174,522 shares of the Company's common stock, $2.50 par
value, (the "Common Stock") by and on behalf of a selling shareholder as
described in the Company's Registration Statement on Form S-3 (the
"Registration Statement") being filed this date under the Securities Act
of 1933, as amended, I am familiar with the circumstances under which the
Common Stock has been or will be issued by the Company and acquired by
such selling shareholder and the manner in which the Common Stock may be
sold pursuant to the Registration Statement.
In connection with the following opinion, I have reviewed the
Registration Statement and am familiar with the action taken by the
Company with respect to the approval and authorization of the filing of
the Registration Statement. I have examined such corporate records of the
Company, agreements and other instruments as I deemed necessary for the
opinion hereinafter expressed. I am furnishing this opinion in connection
with the filing of the Registration Statement.
Based upon the foregoing, I am of the opinion that, upon the
effectiveness of the Registration Statement, the shares of Common Stock
proposed to be sold by such selling shareholder under the Registration
Statement will, when sold in the manner described in the Registration
Statement, be validly issued, fully paid and non-assessable.
I hereby consent to the inclusion of this opinion as an exhibit in
the Registration Statement and to the reference to myself under the
caption "Legal Opinions" in the Prospectus constituting a part of the
Registration Statement.
Very truly yours,
/s/ James A. Eder
James A. Eder
Vice President, Secretary
and General Counsel
JAE\prm
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 27, 1997, on our audits
of the consolidated financial statements of Kollmorgen Corporation as of
December 31, 1996 and 1995, and for the three years in the period ended
December 31, 1996, which report is included in the Company's Annual Report
on Form 10-K. We also consent to the reference to our firm under the
caption "Experts."
/s/ COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
August 28, 1997
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned:
JERALD G. FISHMAN, does hereby appoint and constitute James A. Eder
and Robert J. Cobuzzi and each of them, with full power of substitution,
as his agent and attorney-in-fact to execute in his name, place and stead
(whether on behalf of the undersigned individually or as a director of
said Corporation or otherwise) a Registration Statement on Form S-3
relating to the 174,522 shares of Common Stock, any amendments thereto,
and all instruments necessary or advisable in connection with such
Registration Statement; and to file the same with the Securities and
Exchange Commission. Each of the said attorneys shall have the power to
act hereunder with or without the other.
IN WITNESS WHEREOF the undersigned have executed this form this
21st day of July, 1997.
/s/ Jerald G. Fishman
Jerald G. Fishman
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned:
HERBERT L. HENKEL, does hereby appoint and constitute James A. Eder
and Robert J. Cobuzzi and each of them, with full power of substitution,
as his agent and attorney-in-fact to execute in his name, place and stead
(whether on behalf of the undersigned individually or as a director of
said Corporation or otherwise) a Registration Statement on Form S-3
relating to the 174,522 shares of Common Stock, any amendments thereto,
and all instruments necessary or advisable in connection with such
Registration Statement; and to file the same with the Securities and
Exchange Commission. Each of the said attorneys shall have the power to
act hereunder with or without the other.
IN WITNESS WHEREOF the undersigned have executed this form this
21st day of July, 1997.
/s/ Herbert L. Henkel
Herbert L. Henkel
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned:
JAMES H. KASSCHAU does hereby appoint and constitute James A. Eder
and Robert J. Cobuzzi and each of them, with full power of substitution,
as his agent and attorney-in-fact to execute in his name, place and stead
(whether on behalf of the undersigned individually or as a director of
said Corporation or otherwise) a Registration Statement on Form S-3
relating to the 174,522 shares of Common Stock, any amendments thereto,
and all instruments necessary or advisable in connection with such
Registration Statement; and to file the same with the Securities and
Exchange Commission. Each of the said attorneys shall have the power to
act hereunder with or without the other.
IN WITNESS WHEREOF the undersigned have executed this form this
21st day of July, 1997.
/s/ James H. Kasschau
James H. Kasschau
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned:
J. DOUGLAS MAXWELL, JR. does hereby appoint and constitute James A.
Eder and Robert J. Cobuzzi and each of them, with full power of
substitution, as his agent and attorney-in-fact to execute in his name,
place and stead (whether on behalf of the undersigned individually or as a
director of said Corporation or otherwise) a Registration Statement on
Form S-3 relating to the 174,522 shares of Common Stock, any amendments
thereto, and all instruments necessary or advisable in connection with
such Registration Statement; and to file the same with the Securities and
Exchange Commission. Each of the said attorneys shall have the power to
act hereunder with or without the other.
IN WITNESS WHEREOF the undersigned have executed this form this
21st day of July, 1997.
/s/ J. Douglas Maxwell, Jr.
J. Douglas Maxwell, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned:
ROBERT N. PARKER does hereby appoint and constitute James A. Eder and
Robert J. Cobuzzi and each of them, with full power of substitution, as
his agent and attorney-in-fact to execute in his name, place and stead
(whether on behalf of the undersigned individually or as a director of
said Corporation or otherwise) a Registration Statement on Form S-3
relating to the 174,522 shares of Common Stock, any amendments thereto,
and all instruments necessary or advisable in connection with such
Registration Statement; and to file the same with the Securities and
Exchange Commission. Each of the said attorneys shall have the power to
act hereunder with or without the other.
IN WITNESS WHEREOF the undersigned have executed this form this
21st day of July, 1997.
/s/ Robert N. Parker
Robert N. Parker
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned:
GEORGE P. STEPHAN, does hereby appoint and constitute James A. Eder
and Robert J. Cobuzzi and each of them, with full power of substitution,
as his agent and attorney-in-fact to execute in his name, place and stead
(whether on behalf of the undersigned individually or as a director of
said Corporation or otherwise) a Registration Statement on Form S-3
relating to the 174,522 shares of Common Stock, any amendments thereto,
and all instruments necessary or advisable in connection with such
Registration Statement; and to file the same with the Securities and
Exchange Commission. Each of the said attorneys shall have the power to
act hereunder with or without the other.
IN WITNESS WHEREOF the undersigned have executed this form this
21st day of July, 1997.
/s/ George P. Stephan
George P. Stephan
