File No. 333-
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As filed with the Securities and Exchange Commission on February 27, 1998.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CHEMFAB CORPORATION
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(Exact name of issuer as specified in its charter)
Delaware 03-0221503
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(State or other jurisdiction (I.R.S. Employer
or incorporation or organization) Indemnification No.)
701 Daniel Webster Highway, Merrimack, New Hampshire 03054
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(Address of Principal Executive Offices) (Zip Code)
CHEMFAB CORPORATION THIRD AMENDED AND RESTATED 1991 STOCK OPTION PLAN
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(Full title of the plan)
John W. Verbicky Copy to: David L. Engel, Esq.
Chief Executive Officer Bingham Dana LLP
Chemfab Corporation 150 Federal Street
701 Daniel Webster Highway Boston, MA 02110
Merrimack, NH 03054
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(Name and address of agent for service)
(603) 424-9000 (617) 951-8000
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Purposed Maximum Proposed Maximum Amount of
Securities to to be Offering Aggregate Offering Registration
be Registered Registered Price Per Share Price Fee
- --------------------------------------------------------------------------------
Common Stock,
$.10 Par Value 450,000 (1) (2) (2) $2,672.00
(1) Consists of 450,000 shares subject to issuance upon exercise of stock
options granted or to be granted under the Plan, which shares are being
registered for resale hereby.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of determining the
registration feel. It is not known how many shares will be purchased under the
Plan or at what price such shares will be purchased. The purpose maximum
aggregate offering price per share and the proposed maximum aggregate offering
price have been calculated assuming the issuance of shares of Common Stock upon
exercise of stock options to be granted under the Plan at an assumed exercise
price of $20.125 per share, which price was the average of the high and low
prices of the Registrant's Common Stock reported in the consolidated trading
system of the New York Stock Exchange on February 24, 1998.
Pursuant to Rule 429 promulgated under the Securities Act of 1933, as
amended, the Prospectus included in this Registration Statement is a combined
Prospectus that relates also to Registration Statements on Form S-8 (File No.
33-61946 and File No. 333-07139) previously filed by the Registrant on April 30,
1993 and on June 28, 1996, respectively.
EXPLANATORY NOTE
On April 30, 1993, the Registrant filed a Registration Statement on Form
S-8 (File No. 33-61946) (hereinafter, the "First Registration Statement") for
purposes of effecting the registration under the Securities Act of 1933, as
amended (the "Securities Act"), of (i) 500,000 shares (which became 750,000
shares, as a result of a 3-for-2 stock dividend of the Registrant's Common Stock
effected on February 22, 1996 (the "Stock Dividend")) of common stock, $0.10 par
value per share ("Common Stock"), issuable by the Registrant upon exercise of
stock options granted or to be granted by the Registrant under its 1991 Stock
Option Plan (the "1991 Plan"), and (ii) 50,000 shares (which became 75,000
shares, as a result of the Stock Dividend) of Common Stock issuable by the
Registrant upon exercise of stock options granted or to be granted by the
Registrant under its 1991 Chemfab Employee Stock Option Plan. Subsequently, the
Company amended and restated the 1991 Plan (the 1991 Plan, as so amended and
restated, being referred to as the "First Amended and Restated 1991 Plan") for
purposes of, among other things, increasing the aggregate number of shares of
Common Stock subject to issuance under the Amended and Restated 1991 Plan from
750,000 to 1,500,000 shares. On June 28, 1996, the Registrant filed a second
Registration Statement on Form S-8 (File No. 333-07139) (hereinafter, the
"Second Registration Statement") for purposes of effecting the registration
under the Securities Act of 1,270,875 shares (including the 750,000 shares
previously registered) of Common Stock for issuance for issuance upon exercise
of stock options granted under the First Amended and Restated 1991 Plan.
Thereafter, the Company twice amended and restated the First Amended and
Restated 1991 Plan (the First Amended and Restated 1991 Plan, as so amended and
restated, being referred to as the "Third Amended and Restated 1991 Plan") for
purposes of, among other things, increasing the aggregate number of shares of
Common Stock subject to issuance under the Third Amended and Restated 1991 Plan
from 1,500,000 to 1,950,000 shares.
This Registration Statement on Form S-8 has been prepared and filed
pursuant to and in accordance with the requirements of General Instructions C
and E to Form S-8 for purposes of (i) effecting the registration under the
Securities Act of the additional 450,000 shares of Common Stock subject to
issuance upon exercise of stock options granted or to be granted under the Third
Amended and Restated 1991 Plan, and (ii) including a Prospectus prepared in
accordance with the requirements of Part I of Form S-3 (the "Reoffer
Prospectus"), which Reoffer Prospectus may be used by certain selling
stockholders of the Registrant to reoffer for resale those shares of Common
Stock registered pursuant to this Registration Statement or the First or Second
Registration Statements that have been acquired or will be acquired by such
selling stockholders upon exercise of stock options granted or to be granted to
them under the Third Amended and Restated 1991 Plan.
Pursuant to General Instruction E to Form S-8, the Registrant hereby
incorporates herein by reference the contents of the First and Second
Registration Statements, except for the contents of Item 8 of the First
Registration Statement, the Exhibit Indices thereto and the Exhibits filed
therewith.
UP TO 1,950,000 SHARES
CHEMFAB CORPORATION
COMMON STOCK
This Prospectus relates to the offer and sale of up to 1,950,000 shares (the
"Shares") of common stock, $0.10 par value per share (the "Common Stock"), of
Chemfab Corporation (the "Company") that have been or will have been issued upon
exercise of stock options granted or to be granted under the Company's Third
Amended and Restated 1991 Stock Option Plan to the officers and directors of the
Company named herein (the "Selling Stockholders"). See "Selling Stockholders."
The Company will not receive any of the proceeds from the sale of Shares by the
Selling Stockholders.
The Company's Common Stock trades on the New York Stock Exchange ("NYSE") under
the symbol "CFA." On February 24, 1998, the closing sale price of the Common
Stock, as reported by the NYSE, was $20.125 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-MISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Proceeds to
Price to Discounts Selling
Public and Commissions Stockholders
Per Share (1) (1)(2) (1)(2)
Total (1) (1)(2) (1)(2)
(1) All or a portion of the Shares offered hereby may be sold by the Selling
Stockholders from time to time in one or a combination of the following
transactions: (a) transactions (which may involve block transactions) on the
New York Stock Exchange, or otherwise, at market prices prevailing at the
time of sale or at prices related to such prevailing market prices; or (b)
privately negotiated transactions at negotiated prices. The Selling
Stockholders may effect such transactions by selling such Shares directly to
purchasers or by selling such Shares to or through brokers or dealers and
such brokers or dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders or the purchasers of
such Shares for whom such brokers or dealers may act as agent, or to whom
they sell as principal, or both. See "Plan of Distribution."
(2) All of the expenses of this offering, which are estimated at $8,500, will
be paid by the Company. The Company will not be responsible for any
discounts, concessions, commissions or other compensation due to any broker
or dealer in connection with the sale of any of the shares offered hereby,
which will be borne by the Selling Stockholders.
February 27, 1998
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other information can be
inspected and copied at the Commission's Office of Public Reference at Room
1024, 450 Fifth Street, N.W. Washington, D.C. 20549 and at the Commission's New
York Regional Office, 7 World Trade Center, 13th Floor, New York, New York
10048, and Chicago Regional Office, Citicorp Center, 500 West Madison, Suite
1400, Chicago, Illinois 60661. Copies of such materials can also be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates, or, with respect to certain of such
material, through the Commission's World Wide Web site (http://www.sec.gov).
The Common Stock is listed on the New York Stock Exchange and reports, proxy
statements and other information concerning the Company can be inspected at the
New York Stock Exchange at 20 Broad Street, 7th Floor, NYSE/SEC Library, New
York, NY 10005.
The Company has filed with the Commission a Registration Statement on Form
S-8 under the Securities Act with respect to the Common Stock offered hereby.
This Prospectus does not contain all of the information set forth in that
Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and its Common Stock, reference is
hereby made to the Registration Statement and to the schedules and exhibits
filed as part thereof. Statements contained in this Prospectus as to the
contents of any contract or any other document are not necessarily complete,
and, in each instance, if such contract or document is filed as an exhibit to
the Registration Statement, reference is made to the copy of such contract or
other document so filed, each such statement being qualified in all respects by
such reference. Copies of the Registration Statement, including all exhibits and
schedules thereto, may be copied at the public reference facilities maintained
by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Regional Offices of the Commission at Suite
1400, 500 West Madison Street, Chicago, Illinois 60661 and 7 World Trade Center,
Thirteenth Floor, New York, New York 10048. Copies also may be obtained from the
Public Reference Section of the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
hereby incorporated by reference in this Prospectus: (1) the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 1997; (2) all reports
previously filed by the Company pursuant to Section 13(a) or 15(d) of the
Exchange Act, since the end of the Company's 1997 fiscal year; and (3) the
description of the Common Stock contained in the Company's registration
statement filed with the Commission under Section 12(g) of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all of such securities then remaining unsold,
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of filing of such documents
Any person receiving a copy of this Prospectus may obtain without charge,
upon written or oral request, a copy of (1) any of the documents incorporated by
reference herein (but excluding any and all of the exhibits to such documents),
and (2) copies of all reports, proxy statements and other communications
distributed by the Company to its security holders generally (but only to the
extent such reports, proxy statements and other communications shall not have
otherwise been received by such person). Requests should be addressed to
Chemfab Corporation, Attention: Secretary, 701 Daniel Webster Highway,
Merrimack, New Hampshire 03054.
FORWARD-LOOKING STATEMENTS
Except for the historical information contained herein, the matters
discussed in this Prospectus are forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Investors are
cautioned that forward-looking statements are inherently uncertain. Actual
performance and results may differ materially from those projected or suggested
due to certain risks and uncertainties. Additional information concerning
certain risks and uncertainties that could cause actual results to differ
materially from those projected or suggested is contained in the Company's
Annual Report on From 10-K for the fiscal year ended June 30, 1997 which has
been filed with the Securities and Exchange Commission and is incorporated
herein by reference. Investors are also directed toward information concerning
certain risks and uncertainties contained in 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, and incorporated herein by reference.
THE COMPANY
The Company, together with its consolidated subsidiaries, develops,
manufactures and markets polymer-based engineered products and materials systems
for use in severe service environments. Its products typically consist of
fiber-reinforced flexible composites, coated or laminated with fluoropolymers,
and specialty fluoropolymer films. Worldwide end-use applications are in
electrical, environmental, food processing, architectural, aerospace,
communications, laboratory test, protective systems and other industrial
markets. The Company's principal executive offices are located at 701 Daniel
Webster Highway, Merrimack, New Hampshire 03054, and its telephone number is
(603) 424-9000.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of Shares
by the Selling Stockholders.
SELLING STOCKHOLDERS
The following table sets forth the names of the Selling Stockholders, the number
of outstanding shares of Common Stock of the Company beneficially owned by each
ofthem as of January 31, 1998, and the number of such shares available for
resale hereunder by each of them. Since each of the Selling Shareholders may
sell all or any portion of shares of Common Stock available for resale
hereunder by such Selling Stockholder, no estimate can be given as to the
amount of shares of Common Stock that will be held by such Selling Stockholder
upon termination of this offering.
Number Of
Shares Shares Available
Name Beneficially Owned (1) for Resale (2)
- -------------------------- ---------------------- ----------------
Hilary A. Arwine(3) 750 23,000
Paul M. Cook(4) 358,960 36,000
Warren C. Cook(5) 192,327 36,000
Michael P. Cushman(6) 19,423 37,000
Robert E. McGill, III(7) 17,500 12,000
James E. McGrath(8) 28,500 24,000
Duane C. Montopoli(9) 181,750 100,500
Moosa E. Moosa(10) 15,750 50,000
Nicholas Pappas(11) 49,500 62,000
Thomas C. Platt III(12) 200 40,000
Charles Tilgner III(13) 19,872 23,550
John W. Verbicky(14) 54,126 185,500
(1) Unless otherwise noted, each person identified possesses sole voting and
investment power with respect to shares, subject to community property laws
where applicable. Includes an aggregate of 428,890 shares of Common Stock
subject to stock options held by the Selling Stockholders that can be
exercised to purchase such shares on or before April 1, 1998, as follows:
52,500 shares for Mr. Paul Cook, 52,500 shares for Mr. Warren Cook, 11,250
shares for Mr. Moosa, 10,500 shares for Mr. McGill, 22,500 shares for Mr.
McGrath, 143,000 shares for Mr. Montopoli, 750 shares for Ms. Arwine,
45,500 shares for Mr. Pappas, 19,189 shares for Mr. Cushman, 17,075 shares
for Mr. Tilgner, 54,126 shares for Mr. Verbicky and 0 shares for Mr. Platt.
(2) Consists of outstanding options granted to the Selling Stockholders
pursuant to the Company's Third Amended and Restated 1991 Stock Option
Plan.
(3) Ms. Arwine is the Company's Corporate Controller.
(4) Includes 306,460 shares held by the Paul and Marcia Cook Living Trust, as
to which Mr. Cook and his wife share voting and investment power.
Mr. Cook is a director of the Company.
(5) Includes 85,500 shares held in trust for the benefit of Mr. Cook's two
children, as to which Mr. Cook has no voting or investment power and
disclaims beneficial ownership. Mr. Cook is a director of the Company.
(6) Includes 224 shares held by Mr. Cushman's children, as to which Mr. Cushman
disclaims beneficial ownership. Mr. Cushman is the Company's Vice
President - Americas Business Group.
(7) Mr. McGill is a director of the Company.
(8) Mr. McGrath is a director of the Company
(9) Includes 4,500 shares held by Mr. Montopoli as custodian for his two
children, as to which Mr. Montopoli disclaims beneficial ownership.
Mr. Montopoli is a director of the Company
(10) Mr. Moosa is Vice President-Finance, Treasurer and Chief Financial Officer
of the Company.
(11) Mr. Pappas is a director of the Company.
(12) Mr. Platt is the Company's Vice President - General Counsel, Administration
and Secretary.
(13) Includes 15 shares held by Mr. Tilgner's wife, as to which Mr. Tilgner
disclaims beneficial ownership. Mr. Tilgner is the Company's Vice
President and Director of U.S. Operations and Engineering.
(14) Mr. Verbicky is the Company's President and Chief Executive Officer, and a
director.
PLAN OF DISTRIBUTION
All or a portion of the Shares offered hereby may be sold by the Selling
Stockholders from time to time in one or a combination of the following
transactions: (a) transactions (which may involve block transactions) on the
New York Stock Exchange, or otherwise, at market prices prevailing at the time
of sale or at prices related to such prevailing market prices; or (b) privately
negotiated transactions at negotiated prices. The Selling Stockholders may
effect such transactions by selling such Shares directly to purchasers or by
selling such Shares to or through brokers or dealers and such brokers or dealers
may receive compensation in the form of discounts, concessions or commissions
from the Selling Stockholders or the purchasers of such Shares for whom such
brokers or dealers may act as agent, or to whom they sell as principal, or both.
In addition to sales pursuant to this Prospectus, Selling Stockholders may
also effect sales of all or any portion of the Shares pursuant to Rule 144
promulgated under the Securities Act.
All expenses incurred in connection with this offering will be borne by the
Company, except for any discounts, concessions, commissions or other
compensation due to any broker or dealer in connection with the sale of any of
the Shares offered hereby, which will be borne by the Selling Stockholders.
EXPERTS
The consolidated financial statements of Chemfab Corporation appearing in
Chemfab Corporation's Annual Report (Form 10-K) for the year ended June 30,
1997, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and incorporated herein by reference.
Such financial statements are, and audited financial statements to be included
in subsequently filed documents will be, incorporated herein in reliance upon
the reports of Ernst & Young LLP pertaining to such financial statements (to the
extent covered by consents filed with the Securities and Exchange Commission)
given upon the authority of such firm as experts in accounting and auditing.
The validity of the Shares of Common Stock being offered hereby is being
passed upon by Thomas C. Platt III, Esq., Vice President - General Counsel,
Administration and Secretary of the Company. As of January 31, 1998, Mr. Platt
beneficially owned 200 Shares of Common Stock and unvested options to acquire
40,000 Shares of Common Stock.
No dealer, sales representative,
or any other person has been authorized 1,950,000 SHARES
to give any information or to make any
representations in connection with this
offering other than those contained in
this Prospectus, and, if given or made,
such information or representations
must not be relied upon as having been
authorized by the Company or any
Selling Stockholder. This Prospectus
does not constitute an offer to sell or
a solicitation of an offer to buy any
securities other than the shares of
Common Stock to which it relates or an
offer to, or a solicitation of, any
person in any jurisdiction where such
an offer or solicitation would be
unlawful. Neither the delivery of this
Prospectus nor any sale made hereunder
shall, under any circumstances, create
an implication that there has been no
change in the affairs of the Company
since the date hereof or that
information contained herein is correct
as of any time subsequent to the date
hereof.
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TABLE OF CONTENTS CHEMFAB CORPORATION
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Page
----
Available Information 2 COMMON STOCK
Incorporation of Certain Documents
by Reference 2
The Company 3
Use of Proceeds 3
Selling Stockholders 4
Plan of Distribution 6
Experts 6 -------------------
PROSPECTUS
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February 27, 1998
PART II
------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
- --------------------
The following exhibits are filed as part of this Registration Statement:
3(a) The Certificate of Incorporation of the Registrant filed as Exhibit
3(a) to the Registrant's Registration Statement Form S-1 (File No. 2-
85949) filed November 10, 1983, as amended by an amendment filed as
Exhibit 3(a) to the Registrant's Form 8 filed on November 5, 1987, and
as amended further by an amendment filed as Exhibit 3(a)(i) to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 29, 1991, is incorporated herein by reference.
3(a)(1) Certificate of Amendment to Certificate of Incorporation of the
Company (effective November 6, 1991) as filed as Exhibit 3(a)(1) to the
Company's Quarterly Report on Form 10-Q for the quarter ended September
29, 1992, is incorporated herein by reference.
3(b) By-Laws of the Registrant filed as Exhibit 3(b) to the Registrant's
Registration Statement on Form S-1 (File No. 2-85949) filed November
10, 1983, are incorporated herein by reference.
4(a) Specimen Common Stock Certificate, as filed as Exhibit 4(a) to the
Company's Annual Report on Form 10-K for the year ended June 30, 1997,
is incorporated herein by reference.
4(b) See Exhibit 3(a)(1) above.
4(c) See Exhibit 3(b) above.
4(d)(1) Third Amended and Restated Chemfab Corporation 1991 Stock Option
Plan.
4(d)(2) Forms of Stock Option Agreements under the Registrant's Amended and
Restated 1991 Stock Option Plan, filed as Exhibit 10(a)(8) to the
Company's Annual Report on Form 10-K for the year ended June 30, 1995,
are incorporated herein by reference.
4(d)(3) Form of Stock Option Agreements under Plan, for Officers, Directors,
Director Consultants, and Non-Officer Employees relative to options
issued on or after the effective date of Amendment No. 2 to the Plan
(see Exhibit 10(a) (12) to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 27, 1997).
(5) Opinion and Consent of Thomas C. Platt III, Esq. as to the legality of
the securities being registered.
(23)(a) Consent of Ernst & Young LLP.
(23)(b) Consent of Thomas C. Platt III - included in Exhibit 5.
(24) Power of Attorney.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Town of Merrimack, State of New Hampshire, on the 27th day of
February 1998.
CHEMFAB CORPORATION
By: /s/ John W. Verbicky
------------------------------
John W. Verbicky
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 date indicated.
Signature Title Date
/s/ John W. Verbicky President, Chief Executive February 27, 1998
- -------------------------- Officer and Director
John W. Verbicky
/s/ Moosa E. Moosa Vice President-Finance, February 27, 1998
- ------------------------- Treasurer and Chief Financial
Moosa E. Moosa Officer (principal financial
officer)
/s/ Hilary A. Arwine Corporate Controller February 27, 1998
- ------------------------- (principal accounting officer)
Hilary A. Arwine
* Director February 27, 1998
- --------------------
Paul M. Cook
* Director February 27, 1998
- --------------------
Warren C. Cook
* Director February 27, 1998
- --------------------
Robert E. McGill III
* Director February 27, 1998
- --------------------
James E. McGrath
* Director February 27, 1998
- --------------------
Duane C. Montopoli
Signature Title Date
- --------- ----- ----
* Director February 27, 1998
- --------------------
Nicholas Pappas
* By /s/ John W. Verbicky
--------------------------
John W. Verbicky
Attorney-in-Fact
Exhibit 4(d)91)
CHEMFAB CORPORATION
THIRD AMENDED AND RESTATED 1991 STOCK OPTION PLAN
1. Definitions. As used in this Third Amended and Restated 1991 Stock
Option Plan of Chemfab Corporation, the following terms shall have the following
meanings:
Annual Shareholders Meeting shall have the meaning ascribed to it in
Section 6.
As Adjusted means as appropriately adjusted for stock dividends payable in
the Stock, split-ups and contractions of the Stock, reclassifications of the
Stock, or similar changes of the outstanding shares of the Stock which occur
after the date of adoption of this Third Amended and Restated 1991 Stock Option
Plan by the Board of Directors.
Automatic Grant Date shall have the meanings ascribed to it in Section
6(a) and (b), as applicable.
Board of Directors means the Company's board of directors.
Code means the Federal Internal Revenue Code of 1986, as amended.
Committee means a committee comprised of two or more Nonemployee
Directors, appointed by the Board of Directors, responsible for the
administration of the Plan, as provided in Section 4; provided, that the Board
of Directors itself may at any time, in its sole discretion, exercise any or all
functions and authority of the Committee, except that the Committee shall have
exclusive authority to exercise its functions and authority in respect of
selection of officers and directors who are not Nonemployee Directors for
participation in and decisions concerning a grant or award of an Option to any
of such persons and the matters set forth in clauses (b) through (h) of Section
4 (and any other matters concerning the timing, pricing and amount of a grant or
award) in respect of any such persons.
Company means Chemfab Corporation, a Delaware corporation.
Grant Date means the date on which an Option is granted, as specified in
Section 8 or, as applicable, in Section 6.
Incentive Option means an Option which by its terms is to be treated as an
"incentive stock option" within the meaning of Section 422 of the Code.
Market Value means the closing price for a share of the Stock on any date.
Nonemployee Director means a director of the Company who is not an officer
or employee of the Company.
Nonstatutory Option means any Option that is not an Incentive Option.
Option means an option to purchase shares of the Stock granted under the
Plan.
Option Agreement means an agreement between the Company and an Optionee,
setting forth the terms and conditions of an Option.
Option Price means the price paid or to be paid by an Optionee for a share
of Stock upon exercise of an Option.
Optionee means a person eligible to receive an Option, as provided in
Section 7, to whom an Option shall have been granted under the Plan.
Plan means this Third Amended and Restated 1991 Stock Option Plan of the
Company.
Stock means common stock, par value $.10 per share, of the Company.
Ten Percent Owner means a person who owns, or is deemed within the meaning
of Section 422(b)(6) of the Code to own, stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company (or its
parent or subsidiary corporations). Whether a person is a Ten Percent Owner
shall be determined with respect to each Option based on the facts existing
immediately prior to the Grant Date of such Option.
Vesting Year for any portion of any Incentive Option means the calendar
year in which that portion of the Option first becomes exercisable.
2. Purpose. The Plan is intended to encourage ownership of the Stock by
key employees and directors of, and consultants to, the Company and its
subsidiaries and to provide additional incentive for them to promote the success
of the Company's business. The Plan is intended to qualify as an incentive
stock option plan within the meaning of Section 422 of the Code and to provide
for the grant of Incentive Options and Nonstatutory Options.
3. Term of the Plan. Options under the Plan may be granted not later
than August 27, 2001.
4. Administration. The Plan shall be administered by the Committee.
Subject to the provisions of the Plan (including, without limitation, the
provisions of Sections 6, 9 and 10), the Committee shall have complete
authority, in its discretion, to make the following determinations with respect
to each Option to be granted by the Company: (a) the key employee, director or
consultant to receive the Option; (b) whether the Option (if granted to an
employee) will be an Incentive Option or a Nonstatutory Option; (c) the time of
granting the Option; (d) the number of shares of the Stock subject to the
Option; (e) the Option Price; (f) the vesting schedule, if any, over which the
Option shall become exercisable; (g) the expiration date of the Option (which
may not be more than ten (10) years after the date of grant thereof); and (h)
the restrictions, if any, to be imposed upon transfer of shares of the Stock
purchased by the Optionee upon the exercise of the Option. Subject to the
provisions of Section 6, the Committee shall have complete authority to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of the respective Option
Agreements (which need not be identical), and to make all other determinations
necessary or advisable for the administration of the Plan. The Committee's
determination on the matters referred to in this Section 4 shall be conclusive.
5. Stock Subject to the Plan. The Plan covers 1,950,000 shares of the
Stock, subject, however, to the provisions of Section 12 of the Plan. The
number of shares of the Stock purchased pursuant to the exercise of Options and
the number of shares of the Stock subject to outstanding Options shall be
charged against the shares covered by the Plan; but shares of the Stock subject
to Options which terminated without being exercised shall not be so charged.
Shares of the Stock to be issued upon the exercise of Options may be either
authorized but unissued shares or shares held by the Company in its treasury.
If any Option expires or terminates for any reason without having been exercised
in full, the shares not purchased thereunder shall again be available for
Options thereafter to be granted.
6. Automatic Grants of Options to Nonemployee Directors.
(a) Directors Elected or Re-Elected at Annual Shareholders Meeting or
Special Meeting in Lieu of Annual Meeting. Each individual who is not an
officer or employee of the Company who is elected or re-elected to the Board of
Directors at an annual shareholders meeting or special meeting in lieu of annual
meeting (an "Annual Shareholders Meeting"), or continues to serve as a director
after such Annual Shareholders Meeting, is hereby granted, on the date of such
meeting (as used in or with reference to this Section 6(a), an "Automatic Grant
Date"), a Nonstatutory Option to purchase 6,000 shares of the Stock (As
Adjusted). Each Nonstatutory Option granted to an Optionee under this
Section 6(a) shall (1) have an exercise price equal to 100% of the Market Value
of the Stock on the Automatic Grant Date, and (2) become exercisable in four (4)
equal installments as follows: 25% on the Automatic Grant Date, an additional
25% on the last day of the fiscal quarter which includes the Automatic Grant
Date (unless the Automatic Grant Date is itself the last day of a fiscal
quarter, in which case this second 25% portion shall become exercisable on the
last day of the immediately subsequent fiscal quarter), and an additional 25% on
the last day of each of the next two fiscal quarters, if the Optionee remains a
director of the Company on such dates.
(b) Directors Elected at Other Times. Each individual who is not an
officer or employee of the Company who is elected to the Board of Directors on a
date other than the day of an Annual Shareholders Meeting (as used in or with
reference to this Section 6(b), such date being an "Automatic Grant Date") is
hereby granted, on the Automatic Grant Date, a Nonstatutory Option to purchase
the number of shares of the Stock set forth below, based on the number of
quarters remaining in the fiscal year during which he or she is so elected,
which option shall become exercisable if the Optionee remains a director of the
Company as set forth below:
(1) If such individual is elected after the day of an Annual
Shareholders Meeting but on or before December 31, he or she is hereby granted a
Nonstatutory Option to purchase 4,500 shares of the Stock (As Adjusted), 33 1/3%
of which shall become exercisable on each of December 31, March 31 and June 30
of the fiscal year of such director's election if he or she remains a director
on such dates.
(2) If such individual is elected on or after January 1 but on or
before March 31, he or she is hereby granted a Nonstatutory Option to purchase
3,000 shares of the Stock (As Adjusted), 50% of which shall become exercisable
on each of March 31 and June 30 of the fiscal year of such director's election
if he or she remains a director on such dates.
(3) If such individual is elected on or after April 1 but on or
before June 30, he or she is hereby granted a Nonstatutory Option to purchase
1,500 shares of the Stock (As Adjusted) which shall become fully exercisable on
June 30 of the fiscal year of such director's election if he or she remains a
director on such date.
Each Option granted to a director under this Section 6(b) shall have an exercise
price equal to 100% of the Market Value of the Stock on the Automatic Grant
Date.
7. Eligibility. An Option may be granted only to a key employee,
director or consultant of the Company or one or more of its subsidiaries,
provided that no Options may be granted to any Nonemployee Director except
pursuant to the provisions of Section 6, and provided, further, that Incentive
Options may be granted only to a key employee of the Company or one or more of
its subsidiaries.
8. Time of Granting Options. Subject to the provisions of Section 6, the
granting of an Option shall take place at the time specified by the Committee.
Only if expressly so provided by the Committee shall the Grant Date be the date
on which an Option Agreement shall have been duly executed and delivered by the
Company and the Optionee.
9. Option Price. The Option Price under each Incentive Option shall be
not less than 100% of the Market Value of the Stock on the Grant Date, or not
less than 110% of the Market Value of the Stock on the Grant Date if the
Optionee is a Ten Percent Owner. The Option Price under each Nonstatutory
Option shall not be so limited by reason of this Section 9, and need not be fair
market value.
10. Option Period. No Incentive Option may be exercised later than the
fifth anniversary of the Grant Date if the Optionee is a Ten Percent Owner. The
option period under any Nonstatutory Option shall not be so limited by reason of
this Section 10.
11. Limit on Incentive Option Characterization. No Incentive Option shall
be considered an Incentive Option to the extent that pursuant to its terms it
would permit the Optionee to purchase for the first time in any Vesting Year
under that Incentive Option more than the number of shares of Stock calculated
by dividing the current limit by the Option Price. The current limit for any
Optionee for any Vesting Year shall be $100,000 minus the aggregate Market Value
at the date of grant of the number of shares of Stock available for purchase for
the first time in the Vesting Year under each other Incentive Option granted to
the Optionee under the Plan and each other incentive stock option granted to the
Optionee after December 31, 1986 under any other incentive stock option plan of
the Company (and any parent and subsidiary corporations).
12. Exercise of Option.
(a) Unless the Committee otherwise determines, and except as otherwise
provided in Section 6, all Options shall permit the Optionee to exercise,
cumulatively, 25% of the option shares on each of the first four anniversary
dates of the Grant Date. The Optionee shall give written notice of exercise to
the Company. The notice shall specify the number of shares of the Stock which
the Optionee elects to purchase. For shares of the Stock which the Optionee
elects to purchase, the Optionee shall, except as otherwise permitted by Section
12(c) below, enclose a personal check equal to the aggregate option price
payable with respect to such shares. Subject to, and promptly after, the
Optionee's compliance with all of the provisions of this Section 12(a), the
Company shall deliver or cause to be delivered to the Optionee a certificate for
the number of shares of the Stock then being purchased by him or her. If any
law or applicable regulation of the Securities and Exchange Commission or other
body having jurisdiction in the premises shall require the Company or the
Optionee to take any action in connection with shares of the Stock being
purchased upon exercise of the Option, exercise of the Option and delivery of
the certificate or certificates for such shares (including, without limitation,
any exercise of the Option and delivery of the certificate or certificate for
such shares in accordance with the procedures set forth in Section 12(c) below)
shall be postponed until completion of the necessary action, which shall be
taken at the Company's expense. Each outstanding Option shall be reduced by one
share for each share of the Stock purchased upon exercise of the Option.
(b) The Company's obligation to deliver shares of Stock upon exercise of
an Option shall be subject to the Optionee's satisfaction of all applicable
federal, state and local income and employment tax withholding obligations. The
Optionee shall satisfy such obligations by making a payment of the requisite
amount in cash or by check, unless the Optionee is entitled to and has elected
to effect such payment through a "cashless" exercise in accordance with Section
12(c) below.
(c) In lieu of enclosing a personal check together with the written notice
of exercise as described in Section 12(a) above, an Optionee that is not subject
to the provisions of Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder (a "Qualified
Optionee"), may, unless prohibited by applicable law, elect to effect payment by
including with the written notice of exercise referred to in Section 12(a) above
irrevocable instructions to deliver for sale to a registered securities broker
acceptable to the Company a number of shares of Stock subject to the Option
being exercised sufficient, after brokerage commissions, to cover the aggregate
option price payable with respect to such shares and, if the Qualified Optionee
further elects, the Qualified Optionee's withholding obligations under Section
12(b) with respect to such exercise, together with irrevocable instructions to
such broker to sell such shares and to remit directly to the Company such
aggregate option price and, if the Qualified Optionee has so elected, the amount
of such withholding obligations. The Company shall not be required to deliver
to such securities broker any stock certificate for such shares until it has
received from the broker such aggregate option price and, if the Qualified
Optionee has so elected, the amount of such withholding obligations.
13. Transferability of Options. Options shall not be transferable,
otherwise than by will or the laws of descent and distribution, and may be
exercised during the life of the Optionee only by the Optionee.
14. Termination of Employment, Disgorgement of Certain Profits.
(a) If an Optionee ceases to be an employee, director or consultant
of the Company or any of its subsidiaries for any reason other than retirement
of an employee or death of an Optionee, any Option held by that Optionee may be
exercised by the Optionee at any time within 90 days after the termination of
such relationship, but only to the extent exercisable at termination and in no
event after the option period. If an Optionee enters retirement from employment
or dies, any Option held by that Optionee may be exercised by the Optionee or
the Optionee's executor or administrator at any time within the shorter of the
option period or 12 months after the date of retirement or death, but only to
the extent exercisable at retirement or death. Options which are not
exercisable at the time of termination of such relationship or which are so
exercisable but are not exercised within the time periods described above shall
terminate. Military or sick leave shall not be deemed a termination under this
Section 14 provided that it does not exceed the longer of 90 days or the period
during which the rights of the absent employee, director or consultant are
guaranteed by statute or by contract.
(b) If, during the twelve-month period following the cessation of an
Optionee's employment with, and/or directorship of, and/or consultancy for, the
Company or any of its subsidiaries, as the case may be, and regardless of the
reason or absence of reason for such cessation (the date of which cessation
hereinafter, a "Cessation Date"), said Optionee engages directly or indirectly
in any business, activity or enterprise which diverts business from, is in
conflict with, causes a competitive disadvantage to, or otherwise adversely
affects the interests or business of, the Company or any of its subsidiaries,
the Optionee shall automatically owe to the Company, and shall promptly and
without demand pay to the Company, with respect to each share of Stock issued to
the Optionee upon the full or partial exercise of each Option exercised by the
Optionee from and after that date which is nine (9) months prior to the
Optionee's Cessation Date, an amount equal to the excess of Market Value of such
share on the date of exercise over the Option Price paid by the Optionee for
such share; provided that, on a case by case basis, a majority of disinterested
members of the Board of Directors or the Committee may, in their sole
discretion, waive enforcement of this provision, in whole or in part; and
provided further that no such waiver shall be deemed a waiver of enforcement in
any other instance. The provisions of this Section 14(b) shall be applicable
only with respect to Options granted on or after August 5, 1997.
15. Adjustment of Number of Shares; Fractional Shares. Each Option
Agreement shall provide that in the event of any stock dividend payable in the
Stock or any split-up or contraction in the number of shares of the Stock, or
any reclassification or change of outstanding shares of the Stock, in each case
occurring after the date of such Option Agreement and prior to the exercise in
full of the Option, the number and kind of shares for which the Option may
thereafter be exercised shall be proportionately and appropriately adjusted.
Each Option Agreement shall further provide that upon any consolidation or
merger of the Company with or into another company, or any sale or conveyance to
another company or entity of the property of the Company as a whole, or the
dissolution or liquidation of the Company, the Option shall terminate, but the
Optionee (if at the time an employee, director or consultant of the Company, or
any of its subsidiaries, as appropriate) shall have the right, immediately prior
to such event, to exercise the Option, to the extent then exercisable by its
terms and not theretofore exercised. No fraction of a share of the Stock shall
be purchasable or deliverable, but in the event any adjustment of the number of
shares of the Stock covered by the Option shall cause such number to include a
fraction of a share, such fraction shall be adjusted to the nearest smaller
whole number of shares. In the event of changes in the outstanding Stock by
reason of any stock dividend, split-up, contraction, reclassification, or change
of outstanding shares of the Stock of the nature contemplated by this Section 15
after the date of adoption of this Plan by the Board of Directors, the number of
shares of the Stock available for the purpose of the Plan as stated in Section 5
and the exercise price per share of each Option shall be correspondingly
adjusted.
16. Stock Reserved. The Company shall at all times during the term of the
Options reserve and keep available such number of shares of the Stock as will be
sufficient to satisfy the requirements of this Plan and shall pay all other fees
and expenses necessarily incurred by the Company in connection therewith.
17. Limitation of Rights in Option Stock. The Optionee shall have no
rights as stockholder in respect of shares of the Stock as to which his or her
Option shall not have been exercised, certificates issued and delivered and
payment as herein provided made in full, and shall have no rights with respect
to such shares not expressly conferred by this Plan.
18. Purchase for Investment. The Optionee shall make such representations
with respect to investment intent and the method of disposal of optioned shares
of the Stock as the Board of Directors may deem advisable in order to assure
compliance with applicable securities laws.
19. Termination and Amendment of Plan. The Board of Directors may at any
time terminate the Plan or make such modifications of the Plan as it shall deem
advisable, provided, that the Board of Directors may not (a) except as provided
in Section 15, without approval by the holders of a majority of the shares
represented within twelve (12) months after the adoption of such amendment by
the Board of Directors, increase the maximum number of shares available for
option under the Plan or extend the period during which Options may be granted
or exercised or (b) more than once in any six (6) month period, amend the Plan
so as to (1) modify Section 6 or (2) otherwise provide for or permit the grant
of Options to Nonemployee Directors, provided, however, that the Board of
Directors may make a modification of the type set forth in clause (b)(1) or
(b)(2) above which is made to comport with changes in the Code, the Employee
Retirement Income Security Act of 1974, as amended, or the rules and regulations
under either such statute. No termination or amendment of the Plan may, without
the consent of the Optionee to whom any Option shall theretofore have been
granted, adversely affect the rights of that Optionee under that Option.
20. Effective Date. The Company's 1991 Stock Option Plan was initially
adopted by the Board of Directors on August 28, 1991, and was approved by the
stockholders of the Company on October 31, 1991. The Company's Amended and
Restated 1991 Stock Option Plan was approved by the Board of Directors on
September 8, 1993, and was approved by the stockholders of the Company on
October 27, 1993. The addition of Section 6(c), which did not require
shareholder approval, was approved by the Board of Directors on October 27,
1993. The First Amendment to the Company's Amended and Restated 1991 Stock
Option Plan was approved by the Board of Directors on August 3, 1995, and was
approved by the stockholders of the Company on October 26, 1995. The 3-for-2
stock split of the Stock (effected on February 22, 1996) and the Second
Amendment to the Company's Amended and Restated 1991 Stock Option Plan, neither
of which required shareholder approval, were approved by the Board of Directors
on February 1, 1996. The deletion of Section 6(c), which did not require
shareholder approval was approved by the Board of Directors on May 1, 1997. The
increase in the number of shares authorized for issuance under the Plan to
1,950,000 shares, was approved by the Board of Directors on August 5, 1997 and
was approved by the stockholders of the Company on October 30, 1997. Revisions
to Section 14 of the Plan, regarding the disgorgement of certain profits, did
not require shareholder approval and was approved by the Board of Directors on
August 5, 1997. This Third Amended and Restated 1991 Stock Option Plan
incorporates all amendments to the Plan as of October 30, 1997.
Exhibit 5
February 27, 1998
Board of Directors
Chemfab Corporation
701 Daniel Webster Highway
Merrimack, NH 03054
Gentlemen:
I have acted as counsel for Chemfab Corporation, a Delaware corporation
(the "Company"), in connection with the Company's Registration Statement on Form
S-8 proposed to be filed with the Securities and Exchange Commission (the
"Commission") on February 27, 1998 (the "Registration Statement").
The Registration Statement covers (i) the registration of an additional
450,000 shares (the "New Shares") of common stock, $.10 par value per share
("Common Stock"), of the Company which are to be issued by the Company upon
exercise of employee stock options granted or to be granted pursuant to the
Third Amended and Restated Chemfab Corporation 1991 Stock Option Plan (the "1991
Plan") and pursuant to the terms of applicable stock option agreements ("Option
Agreements"), and (ii) the registration of the New Shares for resale by certain
stockholders of the Company. The Registration Statement also registers for
resale an additional 637,550 shares (the "Old Shares," and together with the New
Shares, the "Shares") of Common Stock of the Company issued or subject to
issuance upon exercise of options granted under the 1991 Plan and pursuant to
the terms of Option Agreements, the prior offers by the Company of such Old
Shares being covered by Registration Statement on Form S-8 (file no. 33-61946),
filed with the Commission on April 30, 1993, and Registration Statement on Form
S-8 (file no. 333-07139), filed with the Commission on June 28, 1996.
I have reviewed the corporate proceedings of the Company with respect to
the authorization of the 1991 Plan and the issuance of the Shares thereunder. I
have also examined and relied upon originals or copies, certified or otherwise
identified or authenticated to my satisfaction, of such corporate records,
instruments, agreements or other documents of the Company, and certificates of
officers of the Company as to certain factual matters, as I have deemed
necessary or appropriate as a basis for the opinions hereinafter expressed. In
my examination, I have assumed the genuineness of all signatures, the conformity
to the originals of all documents reviewed by me as copies, the authenticity and
completeness of all original documents reviewed by us in original or copy form
and the legal competence of each individual executing any document.
Subject to the limitations set forth below, I have made such examination of
law as I have deemed necessary for the purposes of this opinion. This opinion
is limited solely to the Delaware General Corporation Law as applied by courts
located in Delaware.
Based upon and subject to the foregoing, I am of the opinion that:
1. The Shares have been duly authorized; and
2. The Shares, when (or, in the case of certain Old Shares, if) issued and
delivered against the exercise of options granted pursuant to the Plan and the
payment of the exercise price therefor as provided in the applicable Option
Agreements, will be (or, in the case of certain Old Shares, have been) validly
issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to Thomas C. Platt under the heading
"Legal Matters" in the Registration Statement.
Very truly yours
Thomas C. Platt III
Vice President - General Counsel
TCP/jea
Exhibit 23(a)
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the Third Amended and Restated
1991 Stock Option Plan of Chemfab Corporation and to the incorporation by
reference therein of our report dated July 29, 1997, with respect to the
consolidated financial statements and schedule of Chemfab Corporation included
in its Annual Report (Form 10-K) for the year ended June 30, 1997, filed with
the Securities and Exchange Commission.
Ernst & Young LLP
Boston, Massachusetts
February 24, 1998
Exhibit 24
POWER OF ATTORNEY
-----------------
I, the undersigned Director and/or Officer of Chemfab Corporation (the
"Company"), hereby severally constitute and appoint John W. Verbicky, Moosa E.
Moosa, and Thomas C. Platt, and each of them, my true and lawful attorney and
agent to sign for me, and in my name and in the capacity or capacities
indicated below (A) the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1997, (B) the Company's Registration Statement on Form
S-8 (File No. - ) dated as of February 27, 1998, registering under
the Securities Act of 1933, as amended (the "Act"), shares of the Company's
Common Stock issuable or transferable on the exercise of stock options under
the Company's 1991 Stock Option Plan, as amended, and (C) any and all
amendments (including supplements and post-effective amendments) to (1)
the Company's Registration Statement on Form S-8 (File No. 2-89831), dated
as of March 8, 1984, registering under the Act shares of the Company's
Common Stock issuable or transferable on the exercise of stock options
under the Company's 1991 Stock Option Plan, as amended and stock
appreciation rights under the Company's 1983 Incentive Stock Option Plan
(the "1983 Plan") and on the exercise of stock options under the Company's
1981 Incentive Stock Option Plan (the "1981 Plan") and the 1979 Non-Qualified
Stock Option Plan (the "1979 Plan"), (2) the Company's Registration Statement
on Form S-8 (File No. 33-18263), dated as of November 30, 1987, registering
under the Act shares of the Company's Common Stock issuable or transferable
on exercise of options under the 1983 Plan, the 1981 Plan and the 1986 Stock
Option Plan (the "1986 Plan") (collectively, with the 1983 Plan, the 1981
Plan, and the 1979 Plan, the "Plans"), (3) the Company's Registration
Statement on Form S-8, dated as of August 2, 1990, registering under the Act
shares of the Company's Common Stock issuable or transferable on exercise of
options under the 1986 Plan, (4) the Company's Registration Statement on Form
S-3 (File No. 33-18264) registering under the Act for reoffer, shares of the
Company's Common Stock issuable or transferable on exercise of options under
the Plans or of certain Non-Plan options, (5) the Company's Registration
Statement on Form S-8 (File No. 33-61946), dated as of April 30, 1993,
registering under the Act shares of the Company's Common Stock issuable or
transferable on exercise of options under the Company's 1991 Stock Option
Plan and the Company's 1991 Chemfab Employee Stock Option Plan, (6) the
Company's Registration Statement on Form S-8 (File No. 333-07139), dated as of
June 28, 1996, registering under the Act shares of the Company's Common Stock
issuable or transferable on exercise of options under the 1991, Plan as
amended, and registering under the Act for reoffer certain of such shares,
and (7) the Company's Registration Statement on Form S-8 (File No. - )
dated as of 2/27, 1998, registering under the Act shares of the Company's
Common Stock issuable or transferable on the exercise of stock options under
the Company's 1991 Stock Option Plan, as amended, and registered under the
Act for reoffer certain of such shares.
Signature Title Date
--------- ----- -----
/s/ John W. Verbicky President, Chief Executive February 26, 1998
- -------------------- Officer and Director
John W. Verbicky
/s/ Moosa E. Moosa Vice President - Finance and February 26, 1998
- -------------------- Treasurer (principal
Moosa E. Moosa financial officer)
/s/ Hilary A. Arwine Corporate Controller February 27, 1998
- -------------------- (principal accounting officer)
Hilary A. Arwine
/s/ Thomas C. Platt Vice President - General February 26, 1998
- ------------------- Counsel and Secretary
Thomas C. Platt
/s/ Paul M. Cook Director February 26, 1998
- --------------------
Paul M. Cook
/s/ Warren C. Cook Director February 26, 1998
- --------------------
Warren C. Cook
/s/ Robert E. McGill III Director February 26, 1998
- --------------------
Robert E. McGill III
/s/ James E. McGrath Director February 26, 1998
- --------------------
James E. McGrath
/s/ Duane C. Montopoli Director February 26, 1998
- --------------------
Duane C. Montopoli
/s/ Nicholas Pappas Director February 26, 1998
- --------------------
Nicholas Pappas
