As filed with the Securities and Exchange Commission on October 1, 1998
File No. ____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PAYCHEX, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 16-1124166
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
911 Panorama Trail South
Rochester, New York 14625-0397
(Address of principal executive offices)
___________________________________
PAYCHEX, INC.
1998 STOCK INCENTIVE PLAN
___________________________________
John M. Morphy, Vice President and Chief Financial Officer
PAYCHEX, INC.
911 Panorama Trail South
Rochester, New York 14625-0397
Telephone (716) 385-6666
(Name, address and telephone number of agent for service)
________________________
Copies of Communications to:
Harry P. Messina, Jr., Esq.
Woods, Oviatt, Gilman, Sturman & Clarke LLP
700 Crossroads Building
2 State Street
Rochester, New York 14614
Telephone (716) 987-2800
________________________
<PAGE>
CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities Being Price Per Offering Registration
Being Registered Registered Share Price Fee
_______________________________________________________________________________
Common Stock 3,000,000(1) $46.34375(2) $139,031,250 $ 41,014.22
$.01 par value shares
_______________________________________________________________________________
(1) This registration statement is also deemed, pursuant to Instruction E to
Form S-8, to relate to 473,000 shares previously registered on Form S-8
(No. 33-64389) in connection with a predecessor plan (Paychex, Inc. 1995
Stock Incentive Plan), with respect to which shares a registration fee of
$2,963.63 has been paid. This registration statement also covers such
indeterminate number of additional shares as may become deliverable as a
result of future adjustments in accordance with the terms of the Plan.
(2) This calculation is made pursuant to Rule 457(h) under the Securities Act
1933, as amended, solely for the purpose of determining the amount of the
registration fee and is based upon the average of the high and low prices
of Paychex, Inc. common stock on September 28, 1998.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended. These documents and the documents
incorporated by reference into this Registration Statement pursuant to Item
3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities
Act of 1933, as amended.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have been filed with the Securities and
Exchange Commission are incorporated by reference as of their respective
dates and are a part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended May 31,
1998;
(b) The Company's Current Report on Form 8-K filed July 2, 1998;
(c) The Company's Current Report on Form 8-K filed September 15, 1998;
(d) The Company's Proxy Statement for the Annual Meeting of Stockholders
held on October 1, 1998; and
(e) The description of the Common Stock contained in the Company's
Registration Statement on Form S-1 (No 2-85103) and in any amendment
or report filed for the purpose of amending such description.
Additionally, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment hereto which
indicates that all of the shares of the Common Stock offered hereby have been
sold or which deregisters all such shares then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock offered hereby (through options under the
Plan) has been passed upon by Woods, Oviatt, Gilman, Sturman & Clarke LLP, 44
Exchange Street, Rochester, New York 14614. A partner of that firm is a
director of the Company and has in the past been a recipient of option grants
under predecessor plans. Attorneys in that firm beneficially own
192,866 shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The general effect of any statute, charter provisions, bylaws, contract or
other arrangements under which any controlling person, director or officer of
the registrant is insured or indemnified in any manner against liability which
he may incur in his capacity as such is set forth as follows:
The Company is incorporated in Delaware and, therefore, is subject to the
Delaware General Corporation Law (the "Delaware Law"). The Delaware Law
provides a detailed statutory framework covering indemnification of directors
and officers who have been or are threatened to be made defendants in legal
proceedings by reason of their service as directors or officers of the
Company.
Section 145 of the Delaware Law provides that a director or officer of a
corporation (i) shall be indemnified by the corporation for all expenses of
such litigation when he is successful on the merits (ii) may be indemnified by
the corporation for the expenses, judgments, fines and amounts paid in
settlement of third party proceedings (such as antitrust claims, denial of
civil rights, failure to honor employment contracts) even if he is not
successful on the merits, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation (and, in the case of a criminal proceeding, had no reason to
believe his conduct was unlawful), and (iii) may be indemnified by the
corporation for expenses alone in a derivative suit (a suit by a stockholder
alleging a breach by a director or officer of a duty owed to the corporation),
even if he is not successful on the merits, but only if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation. No indemnification is provided under (iii)
above if the director or officer is adjudged to be liable to the corporation
unless a court determines that, despite such adjudication but in view of all
of the circumstances, he is entitled to indemnification. Unless ordered by a
court, the indemnification described in clauses (ii) and (iii) above shall be
made only upon a determination, by (a) a majority of a quorum of disinterested
directors, (b) independent legal counsel or (c) the stockholders, that
indemnification is proper because the applicable standard of conduct has been
met. The corporation may advance the indemnification described in clauses
(ii) and (iii) to a director or officer upon receipt of an undertaking by such
director or officer to repay such expenses if it is ultimately determined that
he is not entitled to be indemnified for them.
In addition, the Company has entered into an Indemnity Agreement with each of
its officers and directors. The Agreement alters or clarifies the statutory
indemnity in the following respects: (i) indemnity is explicitly provided for
settlements in derivative actions, (ii) the Company is obligated to advance a
director's or officer's expenses of defending an action against him if the
director or officer undertakes to repay such advances if he is ultimately
found not to be entitled to indemnification or he is otherwise reimbursed for
the expenses, (iii) indemnification is mandatory unless a determination is
made that the director or officer has not met the required standard, (iv) the
director or officer is permitted to petition a court to determine whether his
actions met the standard required and the burden is placed on the Company to
prove that the director's and officer's conduct did not meet the required
standard, and (v) partial indemnification is permitted in the event that the
director or officer is not entitled to full indemnification.
In addition, the following provision is contained in the Company's Certificate
of Incorporation: "No director shall be personally liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that this provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) for paying a dividend or approving a stock repurchase which was illegal
under Section 174 (or any successor section) of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived
an improper personal benefit. The foregoing provisions shall not eliminate or
limit the liability of a director for any act or omission occurring prior to
the date when such provisions become effective.
ITEM 8. EXHIBITS
4.1 1998 Stock Incentive Option Plan.
5.1 Opinion of Woods, Oviatt, Gilman, Sturman & Clarke LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Woods, Oviatt, Gilman, Sturman & Clarke LLP. - contained
in Exhibit 5.1
24.1 Powers of Attorney
ITEM 9. UNDERTAKINGS
The Company hereby undertakes: (3) to file, during any period in which offers
or sales of the Common Stock 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, as amended (the "Securities
Act"); (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 that if the information required in clauses (i) and (ii)
above to be included in a post-effective amendment hereto is contained in one
or more periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, no post-effective
amendment hereto shall be required; (4) that, for the purpose of determining
any liability under the Securities Act, 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; and (5) 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.
Additionally, the undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities 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 in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act 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 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 Rochester, State of New York on October 1, 1998.
PAYCHEX, INC., Registrant
By: /s/ John M. Morphy
_______________________________
John M. Morphy, Vice President,
Chief Financial Officer, and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
Signature Title Date
President,
/s/ B. Thomas Golisano Chairman of the Board and
_______________________________ Chief Executive Officer October 1, 1998
B. Thomas Golisano
Vice President, Chief
/s/ John M. Morphy Financial Officer and
_______________________________ Secretary October 1, 1998
John M. Morphy
*G. Thomas Clark
_______________________________ Director October 1, 1998
G. Thomas Clark
*Phillip Horsley
_______________________________ Director October 1, 1998
Phillip Horsley
*Grant M. Inman
_______________________________ Director October 1, 1998
Grant M. Inman
*Harry P. Messina, Jr.
_______________________________ Director October 1, 1998
Harry P. Messina, Jr.
*J. Robert Sebo
_______________________________ Director October 1, 1998
J. Robert Sebo
* By: /s/ B. Thomas Golisano October 1, 1998
____________________________________
B. Thomas Golisano, Attorney-in-Fact
EXHIBIT 4.1
PAYCHEX, INC.
1998 STOCK INCENTIVE PLAN
Section 1. Purposes
The purposes of the Paychex, Inc. 1998 Stock Incentive Plan (the
"Plan") are to provide, through options to purchase Paychex, Inc. $.01 par
value common stock ("Stock"), long-term incentives and rewards to employees,
directors or other persons responsible for the success and growth of
Paychex, Inc. and its subsidiary corporations (the "Company"), to attract
and retain such persons on a competitive basis and to associate the interests
of such persons with those of the Company.
Section 2. Effective Date/Duration
The Plan will become effective August 1, 1998 and shall be submitted
for approval by the Company's stockholders within 12 months of the effective
date. The Plan is unlimited in duration and, in the event of Plan
termination, shall remain in effect as long as any options under it are
outstanding; provided, however, that to the extent required by the Internal
Revenue Code of 1986, as amended (the "Code"), no Incentive Stock Options
may be granted under the Plan on a date that is more than ten (10) years from
the date the Plan is adopted or, if earlier, the date the Plan is approved by
shareholders.
Section 3. Administration of the Plan
a) Committee. The Plan will be administered by a Committee appointed
by the Board of Directors ("Board") of the Company which shall consist of no
less than three of its members, all of whom shall not be (or formerly have
been) employees of the Company (the "Committee"); provided, however, the
Board may assume, at its sole discretion, administration of the Plan.
b) Powers and Authority. The Committee is authorized, with respect
to those persons to whom it is authorized to grant options, to establish such
rules and regulations as it deems necessary for the proper administration of
the Plan; to make such determinations and interpretations and to take such
action in connection with the Plan and any options granted under the Plan
as it deems necessary or advisable; to correct any defect, supply any
deficiency and reconcile any inconsistency in the Plan or any Stock Option
Agreement; and to amend the Plan to reflect changes in applicable law.
The Committee may designate one or more persons to implement its
rules, regulations and determinations. All determinations of the Committee
shall be by a majority of its members and its determinations shall be final,
conclusive and binding on all concerned. The Committee from time to time, and
whenever requested, will report to the Board on its administration of the
Plan and the actions it has taken. The expenses of administering the Plan
will be paid by the Company.
Section 4. Shares Subject to the Plan
a) Maximum Shares Available for Delivery. Subject to Section 4(c),
the maximum number of Shares that may be delivered to participants and
their beneficiaries under the Plan shall be equal to the sum of (i)
3,000,000, (ii) any Shares available for future options under the Company's
1995 Stock Incentive Plan as of the effective date of this Plan, and (iii)
any Shares that are represented by any options granted under any prior plan
of the Company which are forfeited, expired or are canceled without the
delivery of Shares or which result in the forfeiture of Shares back to
the Company. Any Shares covered by an option (or portion of an option)
granted under the Plan which is forfeited or canceled or expires shall be
deemed not to have been delivered for purposes of determining the maximum
number of Shares available for delivery under the Plan. Similarly, if any
stock option is exercised by tendering Shares, either actually or by
attestation, to the Company in full or partial payment in connection with the
exercise of a stock option under this Plan or any prior plan of the Company,
only the number of Shares issued net of the Shares tendered shall be
deemed delivered for purposes of determining the maximum number of Shares
available for delivery under the Plan. Further, Shares issued under the
Plan through the assumption or substitution of outstanding options as a
result of acquiring another entity shall not reduce the maximum number of
Shares available for delivery under the Plan. Shares may be authorized,
unissued shares or Treasury shares.
b) Other Plan Limit. Subject to Section 4(c), the maximum number
of Shares that may be delivered through stock options intended to comply
with Section 422 of the Internal Revenue Code ("Incentive Stock Options")
shall be 3,000,000.
c) Adjustment for Corporate Transactions. The Committee may
determine that a corporate transaction has affected the price per Share
such that an adjustment or adjustments to outstanding options are required
to preserve (or prevent the enlargement of) the benefits or potential
benefits intended at time of grant. For this purpose a corporate
transaction will include, but is not limited to, any stock dividend,
stock split, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination or
exchange of shares or other similar occurrence. In the event of such a
corporate transaction, the Committee may, in such manner as the Committee
deems equitable, adjust (i) the number and kind of shares which may be
delivered under the Plan and (ii) the exercise price of outstanding stock
options.
Section 5. Grant of Options
a) Factors. In making its determination as to whether an option will
be granted under the Plan and the number of shares to be subject to each
option, the Committee may take into account the duties of the employee,
director or consultant, the present and potential contributions of that
person to the success of the Company, and other factors which members of
the Committee, in their discretion, consider to be reasonable and
appropriate in connection with accomplishing the purposes of the Plan.
b) Types of Options. The Committee shall determine whether the
option shall be an Incentive Stock Option or a Non-Qualified Stock Option
(being an option whose terms are not intended to meet the requirements of
an Incentive Stock Option); provided, however, that Incentive Stock Options
shall be awarded only to employees of the Company.
c) Option Price. For Plan purposes, all stock options shall have
an exercise price which is equivalent to the closing price of a share of
Stock ("Share") on the applicable date as determined by the Committee, or if
shares are not traded on such date, the closing price on the next preceding
day on which such stock is traded. The applicable date shall be the date on
which the option is granted, except that with regard to Non-Qualified Stock
Options only, the Committee may provide that the applicable date may be the
day on which an award recipient was hired, promoted or such similar
singular event occurred, provided that the grant of such an award
occurs within ninety (90) days following such applicable date.
d) Payment. The Shares covered by a stock option may be purchased
by means of a cash payment or such other means as the Committee may from
time to time permit, including (i) for Non-Qualified Stock Options only,
tendering (either actually or by attestation) Shares valued using the market
price at the time of exercise, (ii) authorizing a third party to sell Shares
(or a sufficient portion thereof) acquired upon exercise of a stock option
and to remit to the Company a sufficient portion of the proceeds to pay for
all the Shares acquired through such exercise and any tax withholding
obligations resulting from such exercise, or (iii) any combination of the
above.
e) Exercisability. An option shall be exercisable in accordance
with such terms and conditions and during such periods as may be established
by the Committee. However, all Shares remaining under an option
shall become exercisable upon termination of employment due to the death or
disability, but not the retirement of the option holder [see Section 5(f)].
f) Expiration Date. An option shall expire on the earliest to occur
of the following:
(i) the 10 year anniversary of the date on which the option
is granted, or such earlier date as may be determined by the Committee;
(ii) if the option holder's date of termination of employment
occurs by reason of death, disability or retirement, the three-year
anniversary of such date of termination; unless the option is an Incentive
Stock Option in which case if the date of termination occurs by reason
of death or disability, the one-year anniversary of such date of termination
and if by reason of retirement, the three month anniversary of such date of
termination; and
(iii) if the option holder's date of termination of employment
occurs for reasons other than retirement, death or disability, the
three month anniversary of such date of termination for Incentive Stock
Options and the one year anniversary of such date for Non-Qualified Stock
Options. Notwithstanding the foregoing, if the option holder dies while the
option is exercisable, the expiration date may be later than the dates set
forth above in this Section 5(f), provided that it is not later than the
first anniversary of the date of death. Nevertheless, an option holder
whose employment is terminated by reason of conduct which the Committee
determines to have been knowingly fraudulent, deliberately dishonest,
disloyal or willful misconduct, or who engages in such conduct (including
violation of any agreement with the Company) after retirement, shall
forfeit all rights under the option. For purposes of this Section 5(e),
"disability" shall mean a condition whereby the option holder is unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result
in death or which is or can be expected to be permanent, all as verified
by a physician acceptable to, or selected by, the Company. For purposes
of this Section 5(f), the term "retirement" shall mean retirement at 55 years
of age or later with 10 or more years of continuous (uninterrupted)
employment (full-time or part-time) with the Company.
g) Transfer. Options are not transferable, except as designated by
the option holder by will or by the laws of descent and distribution,
or as otherwise provided by the Committee.
h) Evidence. The options shall be evidenced by Stock Option
Agreements or Certificates in such form as the Committee shall approve from
time to time, which Agreements and Certificates shall conform to the Plan, as
the same may be amended by the Committee.
Section 6. Government Regulations
The Plan, the options and the Stock under option will be subject to
all applicable Federal and State statutes, rules and regulations, including,
without limitation, all applicable Federal and State securities laws.
If, in the opinion of the Company's counsel, the transfer, issue or sale of
any shares of its Stock under the Plan is not lawful for any reason, the
Company will not be obliged to transfer, issue or sell any Stock and,
subject to Section 8, the Committee may amend the Plan or any Option
Agreement to conform to the requirements of applicable statutes, rules and
regulations.
Section 7. Other Limitations
a) The granting of any option under this Plan will be solely at the
discretion of the Committee and neither the adoption of the Plan nor any of
the terms and provisions herein will give, or be construed to give, any
director, officer or other employee or other person any right to participate
in the Plan or to receive any options under it.
(b) The adoption of the Plan and the granting of an option under it
will not constitute an understanding or agreement, express or implied, upon
the part of the Company to employ or otherwise continue the services
of the recipient of the option for any specified time.
Section 8. Termination and Amendment of the Plan
The Board of Directors of the Company may at any time amend or
terminate the Plan, except that (a) no amendment will adversely affect
an option previously granted without the consent of the affected option
holder; and (b) without the approval of the Company's stockholders, the
Board shall not increase the maximum number of Shares subject to the Plan
(except as provided in Section 4(c)) nor provide for an exercise price of less
than fair market value.
Section 9. Laws Governing
The validity and construction of the Plan and all determinations made
and actions taken pursuant hereto, as well as any Agreement or Certificate
made under it, to the extent that Federal laws do not control, will be
governed by the laws of the State of New York without giving effect to the
principles of conflicts of laws.
EXHIBIT 5.1
WOODS, OVIATT, GILMAN, STURMAN & CLARKE LLP
44 Exchange Street
Rochester, New York 14614
Tel. No. (716) 454-5370
Fax No. (716) 454-3968
October 1, 1998
Board of Directors
Paychex, Inc.
911 Panorama Trail South
Rochester, New York 14625
Re: Paychex, Inc.
Registration Statement on Form S-8
Gentlemen:
This opinion of counsel is given in connection with a Registration
Statement on Form S-8 being filed by you with the Securities and Exchange
Commission relating to 3,000,000 shares of common stock of Paychex, Inc.
("Paychex") to be issued upon exercise of options granted under the Paychex,
Inc. 1998 Stock Incentive Plan (the "Plan").
We have reviewed all corporate action taken or expected to be taken with
respect to the Plan and the common stock expected to be issued thereunder.
We are please to advise that the 3,000,000 shares of common stock of
Paychex, when issued and delivered in accordance with the terms of the Plan
and applicable Delaware General Corporation Law, will be duly authorized,
validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the above-
referenced Registration Statement.
Very truly yours,
WOODS, OVIATT, GILMAN, STURMAN & CLARKE LLP
/s/ Harry P. Messina, Jr.
_________________________________
Harry P. Messina, Jr.
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-64389) pertaining to the 1998 Stock Incentive Plan of
Paychex, Inc. of our report dated June 25, 1998, with respect to the
consolidated financial statements of Paychex, Inc. and subsidiaries included
in its Annual Report (Form 10-K) for the year ended May 31, 1998, filed with
the Securities and Exchange Commission.
October 1, 1998 /s/ Ernst & Young LLP
EXHIBIT 24.1
POWER OF ATTORNEY
WE, the undersigned directors and officers of Paychex, Inc. (the
"Corporation"), do hereby constitute and appoint B. THOMAS GOLISANO and JOHN
M. MORPHY, severally our true and lawful attorneys and agents, to do any and
all acts and things in our name and on our behalf in our capacities as
directors and officers of the Corporation, and to execute any and all
instruments for us and in our names in the capacities indicated below which
either of them may deem necessary or advisable to the Corporation to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with the
registration of 3,000,000 shares of the Corporation's $.01 par value per share
common stock, including, specifically, but not limited to, the power and
authority to sign for us, or any of us, in our names, in the capacities
indicted below, a Registration Statement on Form S-8 and any and all
amendments (including pre- and post-effective amendments) thereto and to file
the same with all exhibits thereto and other documents in connection
therewith, and to perform each and every other act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, and we do hereby ratify and
confirm all that B. Thomas Golisano or John M. Morphy or their agents or
substitute, of either, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
- -------------------------- Director October 1, 1998
Steven D. Brooks
/s/ G. Thomas Clark
- --------------------------
G. Thomas Clark Director October 1, 1998
/s/ B. Thomas Golisano
- --------------------------
B. Thomas Golisano Chairman, President and October 1, 1998
Chief Executive Officer
/s/ Phillip Horsley
- --------------------------
Phillip Horsley Director October 1, 1998
/s/ Grant M. Inman
- --------------------------
Grant M. Inman Director October 1, 1998
/s/ J. Robert Sebo
- --------------------------
J. Robert Sebo Director October 1, 1998
/s/ Harry P. Messina, Jr.
- --------------------------
Harry P. Messina, Jr. Director October 1, 1998
/s/ John M. Morphy
- --------------------------
John M. Morphy Vice President, Chief October 1, 1998
Financial Officer and
Secretary
