<PAGE>
As filed with the Securities and Exchange Commission on April 14, 2000
Registration No. 333-76637
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
PRE-EFFECTIVE AMENDMENT
NO. 1 TO
Form S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------
MOTOROLA, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 36-1115800
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or organization)
1303 East Algonquin Road
Schaumburg, Illinois 60196
Telephone: (847) 576-5000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal offices)
--------------------
Carl F. Koenemann
Executive Vice President and Chief Financial Officer
1303 East Algonquin Road
Schaumburg, Illinois 60196
Telephone: (847) 576-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Carol Forsyte
Vice President, Corporate and Securities
1303 East Algonquin Road
Schaumburg, Illinois 60196
Telephone: (847) 576-7646
--------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
--------------------
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
- ------------------------------------------------------------------------
<PAGE>
PROSPECTUS
4,593 SHARES OF
COMMON STOCK, $3 PAR VALUE
Motorola, Inc.
1303 East Algonquin Road
Schaumburg, Illinois 60196
(847) 576-5000
MOTOROLA, INC.
4,593 Shares of Common Stock
These shares of Common Stock are being sold by the shareholders of Motorola
who are named on page 5 (each of whom is a non-employee director of Motorola) or
their donee, pledgee, transferee or other successor-in-interest. Motorola will
not receive any part of the proceeds from the sale.
The selling shareholders may offer their shares of Common Stock through public
or private transactions, on or off the United States exchanges, at prevailing
market prices, or at privately negotiated prices.
_________________________
Motorola Common Stock is listed on the New York Stock Exchange and the Chicago
Stock Exchange and trades on U.S. exchanges with the ticker symbol: "MOT". On
April 13, 2000, the closing price of one share of Motorola Common Stock on the
New York Stock Exchange was $117.125.
_________________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is April __, 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Section Page
<S> <C>
Where You Can Find Information..........................3
The Company.............................................4
Use of Proceeds.........................................4
Selling Shareholders....................................4
Plan of Distribution....................................6
Legal Opinion...........................................7
Experts.................................................7
</TABLE>
2
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file with the SEC at its public reference facilities at 450
Fifth Street, N.W., Washington, D.C. 20549. You can also obtain copies of the
documents at prescribed rates by writing to the Public Reference Section of the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
facilities. Our SEC filings are also available at the offices of the New York
Stock Exchange. For further information on obtaining copies of our public
filings at the New York Stock Exchange, you should call (212) 656-5060.
We "incorporate by reference" into this prospectus the information we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus and information that we later file with the
SEC will automatically update this prospectus. We incorporate by reference the
documents listed below and any filings we make with the SEC under Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 after the
initial filing of the registration statement that contains this prospectus and
until the time that all the shares offered by this prospectus are sold.
1. Motorola's Annual Report on Form 10-K for the year ended December 31, 1999.
2. Motorola's Current Reports on Form 8-K filed on January 6, 2000 (as amended
by Amendment No. 1 thereto filed on form 8-K/A filed on March 17, 2000) and
March 23, 2000 (as amended by Amendment No. 1 thereto filed on Form 8-K/A filed
on March 24, 2000).
3. The description of Motorola's Common Stock included in the Registration
Statement on Form 8-B dated July 2, 1973, including any amendments or reports
filed for the purpose of updating such description.
4. The description of Motorola's Preferred Stock Purchase Rights included in
the Registration Statement on Form 8-A, dated November 5, 1998, as amended.
You may request a copy of these filings (other than exhibits, unless that
exhibit is specifically incorporated by reference into that filing) at no cost,
by writing to or telephoning us at the following address:
A. Peter Lawson
Secretary, Motorola, Inc.
Corporate Offices, Motorola Center
1303 East Algonquin Road
Schaumburg, Illinois 60196
Telephone: (847) 576-5000
You should rely only on the information contained or incorporated by reference
in this prospectus or an applicable prospectus supplement. We have not
authorized anyone else to provide you with different information. We are only
offering these securities in states where the offer is permitted. You should
not assume that the information in this prospectus or an applicable prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
3
<PAGE>
THE COMPANY
"Motorola" (which may be referred to as "we", "us" or "our") means Motorola,
Inc. or Motorola, Inc. and its subsidiaries, as the context requires. "Motorola"
is a registered trademark of Motorola, Inc.
Motorola is a global leader in providing integrated communications solutions
and embedded electronic solutions. These include:
* Software-enhanced wireless telephone, two-way radio, messaging and
satellite communications products and systems, as well as networking and
Internet-access products, for consumers, network operators, and commercial,
government and industrial customers.
* Embedded semiconductor solutions for customers in networking,
transportation, wireless communications and imaging and entertainment markets.
* Embedded electronic systems for automotive, communications, imaging,
manufacturing systems, computer and industrial markets.
* Digital and analog systems and set-top terminals for broadband cable
television operators.
Motorola is a corporation organized under the laws of the State of Delaware as
the successor to an Illinois corporation organized in 1928. Motorola's principal
executive offices are located at 1303 East Algonquin Road, Schaumburg, Illinois
60196, telephone: (847) 576-5000.
USE OF PROCEEDS
All of the net proceeds from the sale of the Motorola shares will go to the
shareholders who offer and sell their shares. Accordingly, Motorola will not
receive any proceeds from sales of the Motorola shares.
SELLING SHAREHOLDERS
The selling shareholders are non-employee directors of Motorola who elected in
December 1998 to receive shares of Common Stock (which are subject to certain
transfer restrictions) from Motorola in lieu of their accrued benefits under the
retirement plan for non-employee directors (or their donees, pledgees,
transferees or successors-in-interest), as described below.
In February 1996, Motorola's Board of Directors voted to terminate the
retirement plan for any non-employee director not participating in the plan and
to freeze this pension plan for the then current non-employee directors.
Participating non-employee directors with accrued benefits under this pension
plan continued to be entitled to receive payment of their accrued benefits.
In November 1998, Motorola's Board of Directors voted to permit current non-
employee directors who were entitled to benefits under the pension plan to
convert their accrued interests in the pension plan into shares of Common Stock
(subject to certain transfer restrictions). In December 1998, the directors who
so elected were issued shares of Common Stock. A director may not transfer
these shares of Common Stock until the time he or she is no longer a director of
Motorola due to his or her (i) failure to
4
<PAGE>
stand for election or to be re-elected or (ii) total and permanent disability or
death. If these shares are transferred prior to such time the shares will be
forfeited. If the director's service on the Motorola Board of Directors
terminates for any reason other than that described above, or if the director
engages in any activity which is determined to be in competition with any
activity of Motorola, the shares must be sold back to Motorola at the price the
director paid to Motorola. Motorola is registering these shares of Common Stock
on behalf of the electing directors.
In addition, one or more of these selling shareholders may donate as gifts,
pledge to secure obligations or transfer in a partnership distribution or other
non-sale related transfer, some or all of their shares of Common Stock. The sale
of shares by a donee, pledgee, transferee or successor-in-interest of a selling
shareholder named below are also included in this prospectus and if Motorola is
notified by a selling shareholder that a donee, pledgee, transferee or
successor-in-interest intends to sell more than 500 shares of Common Stock (or
such other number of shares as may be deemed to be de minimis by the SEC staff),
a supplement to this prospectus will be filed.
The table below indicates, as of March 31, 2000, for each of the selling
shareholders, the number of shares of Common Stock beneficially owned and the
number of shares to be offered for each selling shareholder's account. The
number of shares of Common Stock beneficially owned by each of the selling
shareholders after completion of the offering (assuming all shares offered
hereunder are sold and that the selling shareholder does not acquire additional
shares of Common Stock before the completion of this offering) is also shown.
None of the selling shareholders, nor the donees, pledgees, transferees or
successors-in-interest of the selling shareholders, is anticipated to own more
than 1% of the outstanding shares of Common Stock after the offering is
completed.
<TABLE>
<CAPTION>
Shares of
Common Stock Shares of Common
Beneficially Shares of Common Stock Owned
Selling Owned Prior to Stock Being After the
Shareholder Offering (1) Offered Offering (1)
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
H. Laurance Fuller 16,016 (2)(3) 312 15,704 (2)
Judy C. Lewent 10,772 (2)(4) 88 10,684 (2)
John E. Pepper, Jr. 18,705 (2)(5) 318 18,387 (2)(5)
Samuel C. Scott 14,273 (2)(6) 476 13,797 (2)(6)
B. Kenneth West 15,270 (2)(7) 3,219 12,051 (2)(7)
John A. White 6,783 (8) 180 6,603
- ----------------------------------------------------------------------------
</TABLE>
(1) Includes shares over which the person currently holds or shares voting
and/or investment power. Unless otherwise indicated, each person has sole voting
and investment power over the shares reported.
(2) Also includes 6,000 shares under options exercisable on March 31, 2000 and
options which become exercisable within 60 days thereafter.
(3) Mr. Fuller does not have investment power over 312 of these shares.(1)
(4) Ms. Lewent does not have investment power over 88 of these shares.
(5) Mr. Pepper disclaims beneficial ownership of 4,350 shares held by his
family members which are included for him under "Shares Beneficially Owned
5
<PAGE>
Prior to Offering" and "Shares of Common Stock Owned After the Offering". Mr.
Pepper does not have investment power over 1,726 shares prior to the offering
and 1,408 shares after the offering.
(6) Mr. Scott does not have investment power over 1,279 shares of these shares
prior to the offering and 803 shares after the offering.
(7) Mr. West does not have investment power over 4,770 shares prior to the
offering and 1,551 shares after the offering.
(8) Mr. White does not have investment power over 180 shares.
PLAN OF DISTRIBUTION
The selling shareholders, including any donees, pledgees, transferees or
successors-in-interest who receive shares from a selling shareholder, may offer
their Motorola shares of Common Stock at various times in one or more of the
following transactions (which may involve block transactions, ordinary brokerage
transactions and transactions in which brokers solicit purchases):
* on any of the securities exchanges where our Common Stock is listed,
including the New York Stock Exchange or the Chicago Stock Exchange, or in
special offerings, exchange distributions or secondary distributions pursuant
and in accordance with the rules of such exchanges;
* in the over-the-counter market;
* in negotiated transactions or otherwise, including an underwritten
offering;
* in connection with short sales of the shares of Common Stock;
* by pledge to secure debts and other obligations;
* in connection with the writing of non-traded and exchange-traded call
options, in hedge transactions and in settlement of other transactions in
standardized or over-the-counter options, if permitted under the securities
laws; or
* in a combination of any of the above transactions.
The selling shareholders may sell their shares at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.
The selling shareholders may sell their shares directly to purchasers or may
use broker-dealers to sell their shares. Broker-dealers who sell the shares may
receive compensation in the form of discounts, concessions, or commissions from
the selling shareholders or they may receive compensation from purchasers of the
shares for whom they acted as agents or to whom they sold the shares as
principal, or both. (The compensation as to a particular broker-dealer might be
in excess of customary commissions.)
The selling shareholders and these broker-dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended.
Any commissions received by such broker-dealers and any profit on the resale of
the shares sold by them while acting as principals might be deemed to be
underwriting discounts or commissions under the Securities Act of 1933.
6
<PAGE>
Motorola will pay all fees and expenses incurred in connection with
preparing and filing this prospectus and the registration statement. The selling
shareholders will pay any brokerage commissions and similar selling expenses, if
any, attributable in connection with the sale of the shares of Common Stock
including stock transfer taxes due or payable in connection with the sale of the
shares.
Motorola will indemnify the selling shareholders and any underwriter of a
selling shareholder against certain liabilities, including liabilities under the
Securities Act of 1933. The selling shareholders may agree to indemnify any
agent, dealer or broker-dealer that participates in transactions involving sales
of the shares against certain liabilities, including liabilities under the
Securities Act of 1933.
Selling shareholders also may resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act of 1933
provided they meet the criteria and conform to the requirements of Rule 144.
LEGAL OPINION
For the purpose of this offering, Carol Forsyte, Vice President, Corporate
and Securities, of Motorola is giving her opinion on the validity of the shares.
As of March 31, 2000, Ms. Forsyte owned 399 shares of Common Stock and held
options to purchase 11,833 shares of which 3,800 shares were currently
exercisable.
EXPERTS
The consolidated financial statements and schedule, and the supplemental
consolidated financial statements and schedule, of Motorola, Inc. and
subsidiaries as of December 31, 1999 and 1998 and for each of the years in the
three-year period ended December 31, 1999 have been incorporated by reference
herein and in the registration statement in reliance upon the reports of KPMG
LLP, independent certified public accountants, and upon the authority of said
firm as experts in auditing and accounting.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
All dollar amounts in the following table are estimates except the amount of
the registration fee under the Securities Act of 1933.
Securities and Exchange Commission Filing Fee $102
Legal Fees and Expenses $1,500
Accounting Fees and Expenses $1,000
Listing Fees and Expenses $5,000
Miscellaneous $1,500
Total $9,102
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.
The Company's Restated Certificate of Incorporation and its Directors' and
Officers' Liability Insurance Policy provides for indemnification of the
directors and officers of the Company against certain liabilities.
Item 16. List of Exhibits
The exhibits to this Registration Statement are listed in the Exhibit Index
elsewhere herein.
Item 17. Undertakings
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 that is incorporated by reference in this 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.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the provisions of the Delaware General Corporation Law or the Company's
Restated Certificate of Incorporation or otherwise, the Company has been advised
that in the opinion of the 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 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 against the Company 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 the Act and will be governed by the final adjudication of such
issue.
The Company hereby undertakes:
i
<PAGE>
(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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) under
the Securities Act of 1933 if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
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 paragraphs (1)(i) and (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.
ii
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Village of Schaumburg and the State of Illinois, on the
13th day of April, 2000.
MOTOROLA, INC.
By: /s/ Carl F. Koenemann
---------------------------------
Carl F. Koenemann
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement has been signed below by the following
persons on behalf of Motorola, Inc. and in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*
- ------------------------------------------- Chairman of the Board and 4/13/00
Christopher B. Galvin Chief Executive Officer
(Principal Executive Officer)
*
- ------------------------------------------- Executive Vice President and 4/13/00
Carl F. Koenemann Chief Financial Officer
(Principal Financial Officer)
*
- ------------------------------------------- Senior Vice President and Controller 4/13/00
Anthony M. Knapp (Principal Accounting Officer)
* Director 4/13/00
- -------------------------------------------
Ronnie C. Chan
* Director 4/13/00
- -------------------------------------------
H. Laurance Fuller
* Director 4/13/00
- -------------------------------------------
Robert W. Galvin
* Director 4/13/00
- -------------------------------------------
Robert L. Growney
* Director 4/13/00
- -------------------------------------------
Anne P. Jones
</TABLE>
iii
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director 4/13/00
- -------------------------------------------
Donald R. Jones
* Director 4/13/00
- -------------------------------------------
Judy C. Lewent
* Director 4/13/00
- -------------------------------------------
Dr. Walter E. Massey
* Director 4/13/00
- -------------------------------------------
Nicholas Negroponte
* Director 4/13/00
- -------------------------------------------
John E. Pepper, Jr.
* Director 4/13/00
- -------------------------------------------
Samuel C. Scott III
* Director 4/13/00
- -------------------------------------------
Gary L. Tooker
* Director 4/13/00
- -------------------------------------------
B. Kenneth West
* Director 4/13/00
- -------------------------------------------
Dr. John A. White
* By /s/ Carl F. Koenemann
- -------------------------------------------
Carl F. Koenemann
as Attorney-In-Fact
</TABLE>
iv
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4.1 Restated Certificate of Incorporation, as amended (incorporated by
reference to Exhibit 3(i)(b) to Motorola's Quarterly Report on Form 10-Q
for the quarter ended April 2, 1994 (File No. 1-7221)).
4.2 Certificate of Designations, Preferences and Rights of Junior
Participating Preferred Stock, Series B (incorporated by reference to
Exhibit 3.3 to Motorola's Registration Statement on Form S-3 dated
January 20, 1999 (Registration No. 333-70827)).
4.3 By-Laws, as amended through February 17, 1999 (incorporated by reference
to Exhibit 3.3 to Motorola's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998 (File No. 1-7221)).
4.4 Rights Agreement, dated as of November 5, 1998 between Motorola, Inc. and
Harris Trust and Savings Bank, as Rights Agent(incorporated by reference
to Exhibit 1.1 to Amendment No. 1 to Motorola's Registration Statement on
Form 8-A/A dated March 16, 1999 (File No. 1-7221)).
5 Opinion of Carol H. Forsyte, Senior Corporate Counsel, Motorola
Corporate Law Department.*
23.1 Consent of KPMG LLP.
23.2 Consent of Carol Forsyte, Senior Corporate Counsel, Motorola Corporate
Law Department (included in Exhibit 5 to this Registration Statement).*
24 Power of Attorney
*Previously filed
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Motorola, Inc.:
We consent to the incorporation by reference in the Pre-Effective Amendment No.
1 to the Registration Statement on Form S-3 (No. 333-76637) of Motorola, Inc. of
our reports dated January 17, 2000, except as to Note 15, which is as of March
17, 2000, and our reports dated March 17, 2000, with respect to the consolidated
and supplemental consolidated balance sheets of Motorola, Inc. and subsidiaries
as of December 31, 1999 and 1998, and the related consolidated and supplemental
consolidated statements of operations, stockholders' equity, and cash flows and
the related consolidated and supplemental consolidated financial statement
schedule for each of the years in the three-year period ended December 31, 1999,
which reports appear in or are incorporated by reference in the annual report on
Form 10-K of Motorola, Inc. for the year ended December 31, 1999 or in the Form
8-K/A of Motorola, Inc. dated March 24, 2000 and to the reference to our firm
under the heading "Experts" in the registration statement.
/s/ KPMG LLP
Chicago, Illinois
April 13, 2000
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Christopher B. Galvin, Robert L. Growney, Carl F.
Koenemann and Anthony Knapp, and each of them, as true and lawful attorneys-in-
fact and agents with full power of substitution and resubstitution for such
person and in such person's name, place and stead, in any and all capacities to
sign any and all amendments (including pre-effective and post-effective
amendments) to the Registration Statement on Form S-3 (No. 333-76041) originally
filed with the Securities and Exchange Commission (the "SEC") on April 9, 1999
and the Registration Statement on Form S-3 (No. 333-76637) originally filed with
the SEC on April 20, 1999 and any related registration statements filed pursuant
to Rule 462(b) or any successor regulation, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the SEC,
granting unto said attorneys-in-fact and agents, and each of the, 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 or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of the, or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Christopher B. Galvin Chairman of the Board and 10/27/99
- --------------------------- Chief Executive Officer
Christopher B. Galvin (Principal Executive Officer)
/s/ Carl F. Koenemann Executive Vice President and 10/26/99
- --------------------------- Chief Financial Officer
Carl F. Koenemann (Principal Financial Officer)
/s/ Anthony M. Knapp Senior Vice President and Controller 10/26/99
- --------------------------- (Principal Accounting Officer)
Anthony M. Knapp
/s/ Ronnie C. Chan Director 10/26/99
- ---------------------------
Ronnie C. Chan
/s/ H. Laurance Fuller Director 10/26/99
- ---------------------------
H. Laurance Fuller
/s/ Robert Galvin Director 10/26/99
- ---------------------------
Robert W. Galvin
/s/ Robert L. Growney Director 10/26/99
- ---------------------------
Robert L. Growney
/s/ Anne P. Jones Director 10/25/99
- ---------------------------
Anne P. Jones
/s/ Donald R. Jones Director 10/26/99
- ---------------------------
Donald R. Jones
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Judy C. Lewent Director 10/27/99
- ---------------------------
Judy C. Lewent
/s/ W. Massey Director 10/26/99
- ---------------------------
Dr. Walter E. Massey
/s/ Nicholas Negroponte Director 10/22/99
- ---------------------------
Nicholas Negroponte
/s/ John E. Pepper, Jr. Director 10/24/99
- ---------------------------
John E. Pepper, Jr.
/s/ Samuel C. Scott III Director 10/23/99
- ---------------------------
Samuel C. Scott III
/s/ Gary L. Tooker Director 10/22/99
- ---------------------------
Gary L. Tooker
/s/ B. Kenneth West Director 10/23/99
- ---------------------------
B. Kenneth West
/s/ John A. White Director 10/26/99
- ---------------------------
Dr. John A. White
</TABLE>
