As filed with the Securities and Exchange Commission on December 23, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LOCTITE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 06-0701067
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
10 Columbus Boulevard, Hartford, Connecticut 06106
(Address of Principal Offices) (Zip Code)
Loctite Corporation North American Group
1994 Field Sales Force Compensation Program Stock Award Plan
(Full title of the plan)
Eugene F. Miller, Esq.
Vice President, Secretary and General Counsel
Loctite Corporation
10 Columbus Boulevard
Hartford, Connecticut 06106
(Name and address of agent for service)
(203) 520-5021
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share(1) Offering Price(1) Fee
Common Stock 50,000 shs $44.688 $2,234,400 $770.49
(1) Estimated solely for purposes of calculating the registration fee.
<PAGE>
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The documents listed below have been filed by Loctite Corporation
(the "Company") with the Securities and Exchange Commission and are
incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994, June 30, 1994 and September 30, 1994; and
(c) The description of the common stock of the Company (the "Common
Stock") contained in the Registration Statement on Form 8-B of
the Company, as amended (No. 1-7608), including any amendment
or report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of the filing of such reports and documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The financial statements incorporated in this Registration Statement
by reference to the Annual Report on Form 10-K of Loctite Corporation for
the fiscal year ended December 31, 1993 have been so incorporated in
reliance on the report of Price Waterhouse LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL"), directors and officers as well as other employees
and individuals may be indemnified against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement in connection with
specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right
of a corporation -- a "derivative action") if they acted in good faith and
in a manner they reasonably believed to be in or not opposed to the best
interest of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful.
A similar standard of care is applicable in the case of derivative
actions, except that indemnification only extends to settlement of such an
action and the DGCL requires court approval before there can be any
indemnification where the person seeking indemnification has been found
liable to the corporation. Additionally, a corporation is required to
indemnify its directors and officers against expenses to the extent that
such directors or officers have been successful on the merits or otherwise
<PAGE>
in any action, suit or proceeding or in defense of any claim, issue or
matter therein.
Unless ordered by a court, indemnification can be made by a
corporation only upon a determination that indemnification is proper in
the circumstances because the party seeking indemnification has met the
applicable standard of conduct as set forth in Delaware law. The
indemnification provided by Section 145 of the DGCL includes the right to
be paid by the corporation the expenses incurred in defending proceedings
in advance of their final disposition. Such advance payment of expenses,
however, may only be made upon delivery to the corporation by the
indemnified party of an undertaking to repay all amounts so advanced if it
shall ultimately be determined that the person receiving such payments is
not entitled to be indemnified.
The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred by
Section 145 of the DGCL is not exclusive of any other right which any
person may have or acquire under any statute, provision of the certificate
of incorporation or bylaws, or otherwise. In addition, Section 145 of the
DGCL authorizes a corporation to maintain insurance, at its expense,
liability or loss, whether or not the corporation would have the power to
indemnify such person against such expense, liability or loss under the
DGCL.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
4.1 Certificate of Incorporation of the Company (Incorporated by
Reference to Exhibit (3)(a) of the Company's Registration
Statement on Form 8-B (No. 1-7608, filed April 25, 1988)).
4.2 Bylaws of the Company (Incorporated by Reference to Exhibit 3
to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1992).
4.3 Loctite Corporation North American Group 1994 Field Sales
Force Compensation Program Stock Award Plan.
22 Subsidiaries of the Registrant (Incorporated by Reference to
Exhibit 22 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993).
23 Consent of Price Waterhouse LLP.
24 Powers of Attorney.
Item 9. Undertakings.
A. Undertaking to Update Annually
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:
<PAGE>
(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;
(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 paragraph (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 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. Undertaking With Respect to Incorporating Certain Exchange Act
Documents By Reference
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 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
C. Undertaking to Transmit Certain Material
(1) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the Prospectus to each employee to whom the
Prospectus is sent or given a copy of the registrant's annual report to
stockholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case the registrant shall state
in the Prospectus that it will promptly furnish, without charge, a copy of
such report on written request of the employee. If the last fiscal year
of the registrant has ended within 120 days prior to the use of the
Prospectus, the annual report for the last fiscal year will be furnished
to each such employee.
<PAGE>
(2) The undersigned registrant hereby undertakes to transmit or
cause to be transmitted to all employees participating in the Plan who do
not otherwise receive such material as stockholders of the registrant, at
the time and in the manner such material is sent to its stockholders,
copies of all reports, proxy statements and other communications
distributed to its stockholders generally.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "1933 Act"), may be permitted to
directors, officers and controlling persons of the Company pursuant to
such provisions of the DGCL or the Certificate of Incorporation or Bylaws
of the Company or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 1933 Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
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 Hartford, State of Connecticut,
on December 20, 1994.
LOCTITE CORPORATION
By /s/ Eugene F. Miller
-------------------------------
Name: Eugene F. Miller
Title: Vice President
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.
Signature Title Date
*
- ------------------------ December 20, 1994
Kenneth W. Butterworth Chairman and Director
/s/ David Freeman
- ------------------------ December 21, 1994
David Freeman President, Chief Executive
Officer and Director
(Principal Executive
Officer)
/s/ Robert L. Aller December 20, 1994
- -----------------------
Robert L. Aller Senior Vice President and
Chief Financial Officer
(Principal Accounting
Officer)
/s/ Robert M.Kimball
- -----------------------
Robert M. Kimball Treasurer December 21, 1994
*
- -----------------------
Robert E. Ix Director December 20, 1994
*
- -----------------------
Frederick B. Krieble Director December 20, 1994
*
- -----------------------
Dr. Roman Dohr Director December 20, 1994
<PAGE>
*
- -----------------------
Dr. Jurgen Manchot Director December 20, 1994
- -----------------------
John K. Armstrong Director December __, 1994
*
- -----------------------
Stephen J. Trachtenberg Director December 20, 1994
*
- -----------------------
Wallace Barnes Director December 20, 1994
*
- -----------------------
Peter C. Browning Director December 20, 1994
*
- -----------------------
Stephen F. Page Director December 20, 1994
*By /s/Eugene F. Miller
--------------------
Name: Eugene F. Miller
Title: Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
4.1 Certificate of Incorporation of the Company (Incorporated
by Reference to Exhibit (3)(a) of the Company's
Registration Statement on Form 8-B (No. 1-7608, filed April
25, 1988)).
4.2 Bylaws of the Company (Incorporated by Reference to Exhibit
3 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992).
4.3 Loctite Corporation North American Group 1994 Field Sales.
Force Compensation Program Stock Award Plan.
22 Subsidiaries of the Registrant (Incorporated by Reference
to Exhibit 22 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993).
23 Consent of Price Waterhouse LLP.
24 Powers of Attorney.
Exhibit 4.3
LOCTITE CORPORATION
North American Group
1994 Field Sales Force Compensation Program
Stock Award Plan
I. Objective
To recognize the contribution of the field sales force on a regional
level to the objectives of Loctite Corporation's North American Group and
Loctite Corporation ("Loctite").
II. Plan Overview
This Plan is designed to recognize sales and profitability
achievement above projected Annual Business Plan (ABP) growth levels by
providing awards of Loctite common stock (the "Stock"). The Plan is aimed
at building a team atmosphere while directing all toward a common goal.
Awards under the Plan will be made as set forth below.
III. Eligibility
All North American Group sales personnel with an assigned Sales
Region (as defined below) as of January 1, 1994, or who are assigned to a
Sales Region after January 1, 1994 but on or before March 31, 1994, will
be eligible to participate in the Plan, including the Regional Sales
Manager, Territory Managers, Senior MRO, MRO and OEM Specialists, District
Managers and Account Managers. The Sales Regions shall consist of the
Automotive Sales Division zones, and all Sales Division regions whether
geographic, channel or customer specific, but shall not include
manufacturers' representatives.
North American Group sales personnel employed after March 31, 1994
will not be eligible to participate in the Plan unless recommended by the
Vice President of Sales and approved by the Executive Vice President of
Sales, each in their sole discretion.
Sales personnel whose responsibilities change during 1994 may be
eligible for participation in the Plan if so approved by the Vice
President of Sales and the Executive Vice President of Sales, each in
their sole discretion.
IV. Stock Award Program
The stock award program established under this Plan shall only be
funded for any Sales Region if such Sales Region's Gross Margin Growth, as
defined below, for 1994 exceeds ten percent (10%). Gross Margin Growth
shall be calculated by dividing (i) the amount, if any, by which the
Annual Gross Margin for said Sales Region for 1994 exceeds the Annual
Gross Margin for said Sales Region for 1993, by (ii) the Annual Gross
Margin for said Sales Region for 1993. The Annual Gross Margin for any
<PAGE>
year shall be the gross margin expressed in dollars as determined in
accordance with the normal internal financial reporting practices of the
North American Group. Gross Margin Growth shall be computed only on those
orders shipped by midnight on December 31, 1994.
The value of the Stock to be contributed to the Plan for each Sales
Region shall be equal to the (i) Award Amount, multiplied by (ii) the
number of eligible participants in such Sales Region. The Award Amount
shall be equal to the product of (a) the number of full percentage points
of Gross Margin Growth for 1994 for such Sales Region in excess of ten
(10) percentage points, multiplied by (b) Two Hundred Dollars ($200). In
the event that the Gross Margin Growth for a Sales Region for 1994 equals
or exceeds twenty (20) percentage points, the Award Amount for such Sales
Region shall be computed as provided in the preceding sentence, and shall
then be increased by Two Thousand Dollars ($2,000). Anything to the
contrary in this Plan notwithstanding, the maximum aggregate Award Amount
for 1994 for any Sales Region shall not exceed Five Thousand Dollars
($5,000), even if Gross Margin Growth for 1994 greater than twenty-five
(25) full percentage points is achieved.
The Plan will be funded no later than fifteen (15) business days
after the Annual Gross Margins for the Sales Regions for 1994 have been
determined in accordance with the normal internal financial reporting
practices of the North American Group. The price per share used to
determine the number of shares of Stock to be contributed to the Plan
shall be the closing price for one share of Stock on the New York Stock
Exchange on December 30, 1994, adjusted downward to the extent necessary
to avoid the contribution of any fractional Shares to the Plan. The Stock
so contributed to the Plan shall be Stock held in Loctite's treasury.
The Stock so contributed to the Plan with respect to each Sales
Region will be used to fund Stock awards to eligible participants in said
Sales Region. The amount of the award to each participant shall be
determined in the sole discretion of the management of the North American
Group, subject to the final approval of the President of the North
American Group, and such awards need not be uniform or made to all
participants. Loctite shall withhold an amount of Stock from any such
award sufficient to satisfy Federal and state withholding tax
requirements.
Awards made hereunder shall be paid in Stock, and participants shall
have no right to receive cash in lieu of Stock. All awards must consist
of one or more whole shares of Stock and no fractional shares may be
awarded.
The termination of employment for any reason whatsoever of a Plan
participant prior to the completion of 1994 will automatically eliminate
any funding with respect to that person and terminate such participant's
eligibility to receive an award under the Plan.
V. Administration or Modification of Plan
Any and all modifications to this Plan including the exclusion or
inclusion of an account, a participant, eligibility, responsibility
changes, deviation to commission schedule, etc. will be the decision of
the management of the North American Group, subject to the final approval
of the President of the North American Group, who, in their sole
discretion, will have final authority for Plan administration and/or
modifications. Loctite reserves the right to modify or cancel this Plan
at any time for any reason.
<PAGE>
VI. Duration of Plan
This Plan shall be effective January 1, 1994 through December 31,
1994.
VII. Miscellaneous
No participant shall have any right to any award or Stock hereunder
until all requirements for the award of Stock hereunder have been met and
such an award has been made.
Loctite shall not be required to issue or deliver any certificate for
shares of Stock prior to the completion of any registration or
qualification for exemption from registration of such Stock under all
applicable Federal and state laws.
In the event of any recapitalization, reclassification, split-up or
consolidation of shares of Stock, or Stock dividend, merger or
consolidation of Loctite, the management of the North American Group,
subject to the final approval of the President of the North American
Group, may make such adjustments to the Plan or the amount of awards to be
funded as they shall deem appropriate, in their sole discretion.
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of our report
dated January 25, 1994 appearing on page 17 of Loctite Corporation's
Annual Report on Form 10-K for the year ended December 31, 1993. We also
consent to the reference to us under the heading "Experts" in such
Prospectus.
Price Waterhouse LLP
Hartford, Connecticut
December 23, 1994
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Loctite Corporation ("Loctite") hereby constitutes and appoints
Eugene F. Miller and William V. Grickis, Jr. as his true and lawful
attorneys and agents to do any and all acts and things and execute any and
all instruments and documents which said attorneys and agents, or any of
them, may deem necessary or advisable or may be required to enable Loctite
to comply with the Securities Act of 1933, as amended (the "1933 Act"),
and any rules, regulations or requirements of the Securities and Exchange
Commission (the "SEC") in respect thereof, in connection with the
registration under the 1933 Act of 50,000 shares of Loctite's common
stock, par value $.01 per share ("Common Stock"), which will be offered
and issued by Loctite in accordance with the Loctite Corporation North
American Group 1994 Field Sales Force Compensation Program Stock Award
Plan, and 1,000,000 shares of Common Stock offered and issued by Loctite
under the Loctite Corporation 1992 Stock Option Plan, each pursuant to a
registration statement on Form S-8 (each a "Registration Statement"),
including specifically, but without limiting the generality of the
foregoing, the power and authority to sign the name of the undersigned
director and/or officer thereof in the capacities listed below to such
Registration Statement, and all amendments and supplements thereto
(including post-effective amendments) filed with the SEC in respect of
said shares of Common Stock and the offering or reoffering thereof and all
instruments or documents filed as a part thereof or in connection
therewith, and the undersigned hereby ratifies and confirms all that said
attorney, agents, or any of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as
of the date set forth below.
Signature Title Date
/s/ Kenneth W. Butterworth
- --------------------------
Kenneth W. Butterworth Chairman and Director November 15, 1994
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Loctite Corporation ("Loctite") hereby constitutes and appoints
Eugene F. Miller and William V. Grickis, Jr. as his true and lawful
attorneys and agents to do any and all acts and things and execute any and
all instruments and documents which said attorneys and agents, or any of
them, may deem necessary or advisable or may be required to enable Loctite
to comply with the Securities Act of 1933, as amended (the "1933 Act"),
and any rules, regulations or requirements of the Securities and Exchange
Commission (the "SEC") in respect thereof, in connection with the
registration under the 1933 Act of 50,000 shares of Loctite's common
stock, par value $.01 per share ("Common Stock"), which will be offered
and issued by Loctite in accordance with the Loctite Corporation North
American Group 1994 Field Sales Force Compensation Program Stock Award
Plan, and 1,000,000 shares of Common Stock offered and issued by Loctite
under the Loctite Corporation 1992 Stock Option Plan, each pursuant to a
registration statement on Form S-8 (each a "Registration Statement"),
including specifically, but without limiting the generality of the
foregoing, the power and authority to sign the name of the undersigned
director and/or officer thereof in the capacities listed below to such
Registration Statement, and all amendments and supplements thereto
(including post-effective amendments) filed with the SEC in respect of
said shares of Common Stock and the offering or reoffering thereof and all
instruments or documents filed as a part thereof or in connection
therewith, and the undersigned hereby ratifies and confirms all that said
attorney, agents, or any of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as
of the date set forth below.
Signature Title Date
/s/ Robert E. Ix
- ----------------------
Robert E. Ix Director November 14, 1994
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Loctite Corporation ("Loctite") hereby constitutes and appoints
Eugene F. Miller and William V. Grickis, Jr. as his true and lawful
attorneys and agents to do any and all acts and things and execute any and
all instruments and documents which said attorneys and agents, or any of
them, may deem necessary or advisable or may be required to enable Loctite
to comply with the Securities Act of 1933, as amended (the "1933 Act"),
and any rules, regulations or requirements of the Securities and Exchange
Commission (the "SEC") in respect thereof, in connection with the
registration under the 1933 Act of 50,000 shares of Loctite's common
stock, par value $.01 per share ("Common Stock"), which will be offered
and issued by Loctite in accordance with the Loctite Corporation North
American Group 1994 Field Sales Force Compensation Program Stock Award
Plan, and 1,000,000 shares of Common Stock offered and issued by Loctite
under the Loctite Corporation 1992 Stock Option Plan, each pursuant to a
registration statement on Form S-8 (each a "Registration Statement"),
including specifically, but without limiting the generality of the
foregoing, the power and authority to sign the name of the undersigned
director and/or officer thereof in the capacities listed below to such
Registration Statement, and all amendments and supplements thereto
(including post-effective amendments) filed with the SEC in respect of
said shares of Common Stock and the offering or reoffering thereof and all
instruments or documents filed as a part thereof or in connection
therewith, and the undersigned hereby ratifies and confirms all that said
attorney, agents, or any of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as
of the date set forth below.
Signature Title Date
/s/ Frederick B.Krieble
- -----------------------
Frederick B. Krieble Director November 14, 1994
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Loctite Corporation ("Loctite") hereby constitutes and appoints
Eugene F. Miller and William V. Grickis, Jr. as his true and lawful
attorneys and agents to do any and all acts and things and execute any and
all instruments and documents which said attorneys and agents, or any of
them, may deem necessary or advisable or may be required to enable Loctite
to comply with the Securities Act of 1933, as amended (the "1933 Act"),
and any rules, regulations or requirements of the Securities and Exchange
Commission (the "SEC") in respect thereof, in connection with the
registration under the 1933 Act of 50,000 shares of Loctite's common
stock, par value $.01 per share ("Common Stock"), which will be offered
and issued by Loctite in accordance with the Loctite Corporation North
American Group 1994 Field Sales Force Compensation Program Stock Award
Plan, and 1,000,000 shares of Common Stock offered and issued by Loctite
under the Loctite Corporation 1992 Stock Option Plan, each pursuant to a
registration statement on Form S-8 (each a "Registration Statement"),
including specifically, but without limiting the generality of the
foregoing, the power and authority to sign the name of the undersigned
director and/or officer thereof in the capacities listed below to such
Registration Statement, and all amendments and supplements thereto
(including post-effective amendments) filed with the SEC in respect of
said shares of Common Stock and the offering or reoffering thereof and all
instruments or documents filed as a part thereof or in connection
therewith, and the undersigned hereby ratifies and confirms all that said
attorney, agents, or any of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as
of the date set forth below.
Signature Title Date
/s/ Dr. Roman Dohr
- ---------------------
Dr. Roman Dohr Director November 15, 1994
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Loctite Corporation ("Loctite") hereby constitutes and appoints
Eugene F. Miller and William V. Grickis, Jr. as his true and lawful
attorneys and agents to do any and all acts and things and execute any and
all instruments and documents which said attorneys and agents, or any of
them, may deem necessary or advisable or may be required to enable Loctite
to comply with the Securities Act of 1933, as amended (the "1933 Act"),
and any rules, regulations or requirements of the Securities and Exchange
Commission (the "SEC") in respect thereof, in connection with the
registration under the 1933 Act of 50,000 shares of Loctite's common
stock, par value $.01 per share ("Common Stock"), which will be offered
and issued by Loctite in accordance with the Loctite Corporation North
American Group 1994 Field Sales Force Compensation Program Stock Award
Plan, and 1,000,000 shares of Common Stock offered and issued by Loctite
under the Loctite Corporation 1992 Stock Option Plan, each pursuant to a
registration statement on Form S-8 (each a "Registration Statement"),
including specifically, but without limiting the generality of the
foregoing, the power and authority to sign the name of the undersigned
director and/or officer thereof in the capacities listed below to such
Registration Statement, and all amendments and supplements thereto
(including post-effective amendments) filed with the SEC in respect of
said shares of Common Stock and the offering or reoffering thereof and all
instruments or documents filed as a part thereof or in connection
therewith, and the undersigned hereby ratifies and confirms all that said
attorney, agents, or any of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as
of the date set forth below.
Signature Title Date
/s/ Dr. Jurgen Manchot
- -----------------------
Dr. Jurgen Manchot Director November 15, 1994
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Loctite Corporation ("Loctite") hereby constitutes and appoints
Eugene F. Miller and William V. Grickis, Jr. as his true and lawful
attorneys and agents to do any and all acts and things and execute any and
all instruments and documents which said attorneys and agents, or any of
them, may deem necessary or advisable or may be required to enable Loctite
to comply with the Securities Act of 1933, as amended (the "1933 Act"),
and any rules, regulations or requirements of the Securities and Exchange
Commission (the "SEC") in respect thereof, in connection with the
registration under the 1933 Act of 50,000 shares of Loctite's common
stock, par value $.01 per share ("Common Stock"), which will be offered
and issued by Loctite in accordance with the Loctite Corporation North
American Group 1994 Field Sales Force Compensation Program Stock Award
Plan, and 1,000,000 shares of Common Stock offered and issued by Loctite
under the Loctite Corporation 1992 Stock Option Plan, each pursuant to a
registration statement on Form S-8 (each a "Registration Statement"),
including specifically, but without limiting the generality of the
foregoing, the power and authority to sign the name of the undersigned
director and/or officer thereof in the capacities listed below to such
Registration Statement, and all amendments and supplements thereto
(including post-effective amendments) filed with the SEC in respect of
said shares of Common Stock and the offering or reoffering thereof and all
instruments or documents filed as a part thereof or in connection
therewith, and the undersigned hereby ratifies and confirms all that said
attorney, agents, or any of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as
of the date set forth below.
Signature Title Date
/s/ Stephen Joel Trachtenberg
- -----------------------------
Stephen J. Trachtenberg Director November 15, 1994
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Loctite Corporation ("Loctite") hereby constitutes and appoints
Eugene F. Miller and William V. Grickis, Jr. as his true and lawful
attorneys and agents to do any and all acts and things and execute any and
all instruments and documents which said attorneys and agents, or any of
them, may deem necessary or advisable or may be required to enable Loctite
to comply with the Securities Act of 1933, as amended (the "1933 Act"),
and any rules, regulations or requirements of the Securities and Exchange
Commission (the "SEC") in respect thereof, in connection with the
registration under the 1933 Act of 50,000 shares of Loctite's common
stock, par value $.01 per share ("Common Stock"), which will be offered
and issued by Loctite in accordance with the Loctite Corporation North
American Group 1994 Field Sales Force Compensation Program Stock Award
Plan, and 1,000,000 shares of Common Stock offered and issued by Loctite
under the Loctite Corporation 1992 Stock Option Plan, each pursuant to a
registration statement on Form S-8 (each a "Registration Statement"),
including specifically, but without limiting the generality of the
foregoing, the power and authority to sign the name of the undersigned
director and/or officer thereof in the capacities listed below to such
Registration Statement, and all amendments and supplements thereto
(including post-effective amendments) filed with the SEC in respect of
said shares of Common Stock and the offering or reoffering thereof and all
instruments or documents filed as a part thereof or in connection
therewith, and the undersigned hereby ratifies and confirms all that said
attorney, agents, or any of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as
of the date set forth below.
Signature Title Date
/s/ Wallace Barnes
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Wallace Barnes Director November 15, 1994
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Loctite Corporation ("Loctite") hereby constitutes and appoints
Eugene F. Miller and William V. Grickis, Jr. as his true and lawful
attorneys and agents to do any and all acts and things and execute any and
all instruments and documents which said attorneys and agents, or any of
them, may deem necessary or advisable or may be required to enable Loctite
to comply with the Securities Act of 1933, as amended (the "1933 Act"),
and any rules, regulations or requirements of the Securities and Exchange
Commission (the "SEC") in respect thereof, in connection with the
registration under the 1933 Act of 50,000 shares of Loctite's common
stock, par value $.01 per share ("Common Stock"), which will be offered
and issued by Loctite in accordance with the Loctite Corporation North
American Group 1994 Field Sales Force Compensation Program Stock Award
Plan, and 1,000,000 shares of Common Stock offered and issued by Loctite
under the Loctite Corporation 1992 Stock Option Plan, each pursuant to a
registration statement on Form S-8 (each a "Registration Statement"),
including specifically, but without limiting the generality of the
foregoing, the power and authority to sign the name of the undersigned
director and/or officer thereof in the capacities listed below to such
Registration Statement, and all amendments and supplements thereto
(including post-effective amendments) filed with the SEC in respect of
said shares of Common Stock and the offering or reoffering thereof and all
instruments or documents filed as a part thereof or in connection
therewith, and the undersigned hereby ratifies and confirms all that said
attorney, agents, or any of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as
of the date set forth below.
Signature Title Date
/s/ Peter C. Browning
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Peter C. Browning Director November 14, 1994
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Loctite Corporation ("Loctite") hereby constitutes and appoints
Eugene F. Miller and William V. Grickis, Jr. as his true and lawful
attorneys and agents to do any and all acts and things and execute any and
all instruments and documents which said attorneys and agents, or any of
them, may deem necessary or advisable or may be required to enable Loctite
to comply with the Securities Act of 1933, as amended (the "1933 Act"),
and any rules, regulations or requirements of the Securities and Exchange
Commission (the "SEC") in respect thereof, in connection with the
registration under the 1933 Act of 50,000 shares of Loctite's common
stock, par value $.01 per share ("Common Stock"), which will be offered
and issued by Loctite in accordance with the Loctite Corporation North
American Group 1994 Field Sales Force Compensation Program Stock Award
Plan, and 1,000,000 shares of Common Stock offered and issued by Loctite
under the Loctite Corporation 1992 Stock Option Plan, each pursuant to a
registration statement on Form S-8 (each a "Registration Statement"),
including specifically, but without limiting the generality of the
foregoing, the power and authority to sign the name of the undersigned
director and/or officer thereof in the capacities listed below to such
Registration Statement, and all amendments and supplements thereto
(including post-effective amendments) filed with the SEC in respect of
said shares of Common Stock and the offering or reoffering thereof and all
instruments or documents filed as a part thereof or in connection
therewith, and the undersigned hereby ratifies and confirms all that said
attorney, agents, or any of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as
of the date set forth below.
Signature Title Date
/s/ Stephen F. Page
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Stephen F. Page Director November 15, 1994
