As filed with the Securities and Exchange Commission on April 11, 1996
Registration No. 2-88390
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
F&M BANCORP
(Exact name of registrant as specified in its charter)
110 Thomas Johnson Drive
Frederick, Maryland 21705
Maryland (Address of principal 52-1316473
(State or other executive offices) (I.R.S.
jurisdiction of Employer
incorporation or Identification
organization) No.)
F&M BANCORP
1983 RESTATED STOCK OPTION PLAN
(Full title of the plan)
Copy to:
GORDON M. COOLEY, ESQ. JAMES J. WINN, JR., ESQ.
F&M Bancorp Piper & Marbury L.L.P.
110 Thomas Johnson Drive 36 South Charles Street
Frederick, Maryland 21705 Baltimore, Maryland 21201
(301) 694-4000 (410) 539-2530
(Name, address and telephone number,
including area code, of agent for service)
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Amendment No. 1 to the registrant's Registration Statement on Form
S-8 is being filed solely for the purpose of disclosing the restatement of the
registrant's 1983 Stock Option Plan. A copy of the registrant's 1983 Restated
Stock Option Plan is included as Exhibit 10.1 to this Amendment No. 1 to the
registrant's Registration Statement on Form S-8.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by F&M Bancorp (the "Company")
with the Securities and Exchange Commission and are incorporated herein by
reference: (a) Annual Report on Form 10-K for the year ended December 31, 1995;
and (b) the description of the Company's capital stock contained in its
Registration Statement on Form 8-B as amended by Form 8 dated April 9, 1991
(file number 0-12638).
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a 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incorporated by reference herein shall be deemed to be modified or superseded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. The documents required to be so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES. [Not required].
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with the issuance of the Common
Stock offered by this Registration Statement are being passed upon for the
Company by Piper & Marbury L.L.P. of Baltimore, Maryland.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) Section 2-418 of the Corporations and Associations Article of the
Annotated Code of Maryland permits a corporation to indemnify its present and
former directors, among others, against judgments, penalties, fines, settlements
and reasonable expenses actually incurred by them in connection with any
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proceeding to which they may be made a party by reason of their services in
those or other capacities, unless it is established that (a) the act or omission
of the director or officer was material to the matter giving rise to such
proceeding and (i) was committed in bad faith or (ii) was the result of active
and deliberate dishonesty; or (b) the director or officer actually received an
improper personal benefit in money, property, or services; or (c) in the case of
any criminal proceeding, the director or officer had reasonable cause to believe
that the act or omission was unlawful. Maryland law permits a corporation to
indemnify a present and former officer to the same extent as a director, and to
provide additional indemnification to an officer who is not also a director. In
addition, Section 2-418(f) of the Corporations and Associations Article of the
Annotated Code of Maryland permits a corporation to pay or reimburse, in advance
of the final disposition of a proceeding, reasonable expenses (including
attorney's fees) incurred by a present or former director or officer made a
party to the proceeding by reason of his service in that capacity, provided that
the corporation shall have received (a) a written affirmation by the director or
officer of his good faith belief that he has met the standard of conduct
necessary for indemnification by the corporation; and (b) a written undertaking
by or on his behalf to repay the amount paid or reimbursed by the corporation if
it shall ultimately be determined that the standard of conduct was not met.
The Registrant has provided for indemnification of directors, officers,
employees, and agents in Article Eighth, Section (5) of its charter, as amended.
This provision reads as follows:
(5) The Corporation shall indemnify (a) its directors to the full
extent provided by the general laws of the State of Maryland now or
hereafter in force, including the advance of expenses under the
procedures provided by such laws; (b) its officers to the same extent
it shall indemnify its directors; and (c) its officers who are not
directors to such further extent as shall be authorized by the Board of
Directors and be consistent with law. The foregoing shall not limit the
authority of the Corporation to indemnify other employees and agents
consistent with law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant 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 of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of 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.
(b) Under Maryland law, a corporation is permitted to limit by
provision in its articles of incorporation the liability of directors and
officers, so that no director or officer of the corporation shall be liable to
the corporation or to any stockholder for money damages except to the extent
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that (i) the director or officer actually received an improper benefit in money,
property, or services, for the amount of the benefit or profit in money,
property or services actually received, or (ii) a judgment or other final
adjudication adverse to the director or officer is entered in a proceeding based
on a finding in the proceeding that the director's or officer's action, or
failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding.
The Registrant has limited the liability of its directors and officers
for money damages in Article Eighth, Section (6) of its charter, as amended.
This provision reads as follows:
(6) To the fullest extent permitted by Maryland statutory or
decisional law, as amended or interpreted, no director or officer of
this Corporation shall be personally liable to the Corporation or its
stockholders for money damages. No amendment of the charter of the
Corporation or repeal of any of its provisions shall limit or eliminate
the benefits provided to directors and officers under this provision
with respect to any act or omission which occurred prior to such
amendment or repeal.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not
applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
5 Opinion of Piper & Marbury L.L.P. (containing Consent of
Counsel) (Previously filed).
10.1 1983 Restated Stock Option Plan of the Company.
23.1 Consent of Counsel(contained in Exhibit 5) (Previously filed).
23.2 Consent of Independent Accountants (incorporated by reference
from Annual Report on Form 10-K).
24 Power of Attorney.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
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<PAGE>
(i) To include any prospectus required by section 10(a)(3)
of Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(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.
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant 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 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Amendment
No. 1 to its Registration Statement on Form S-8 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Frederick, and the
State of Maryland on this 5th day of April, 1996.
F&M BANCORP
By: /s/ Charles W. Hoff, III
------------------------
Charles W. Hoff, III
Chairman of the Board
and Chief Executive Officer
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.
Principal Executive Officer:
/s/ Charles W. Hoff, III Chairman of the Board Date: April 5, 1996
- ------------------------
Charles W. Hoff, III and Chief Executive Officer
Principal Executive Officer:
/s/ Faye E. Cannon President and Chief Date: April 5, 1996
- ------------------------
Faye E. Cannon Operating Officer
Principal Financial and Accounting Officer:
/s/ Kenneth M. Sabanosh Vice President and Date: April 5, 1996
- ------------------------
Kenneth M. Sabanosh Treasurer
A Majority of the Board of Directors:
Charles W. Hoff, III; R. Carl Benna; John D. Brunk; Beverly B. Byron; Faye E.
Cannon; Martha E. Church, Ph.D.; Albert H. Cohen; George B. Delaplaine, Jr.;
Maurice A. Gladhill; Robert K. Moler; Charles A. Nicodemus; H. Deets Warfield,
Jr.; John C. Warfield; and Thomas R. Winkler
By:/s/ Charles W. Hoff, III For himself Date: April 5, 1996
------------------------ and as Attorney-in-Fact
Charles W. Hoff, III
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
5 Opinion of Piper & Marbury L.L.P.(contains Consent of Counsel)
(Previously filed).
10.1 1983 Restated Stock Option Plan of the Company.
23.1 Consent of Counsel (contained in Exhibit 5) (Previously filed).
23.2 Consent of Independent Accountants (incorporated by reference
from Annual Report on Form 10-K).
24 Power of Attorney.
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<PAGE>
10.1 1983 Restated Stock Option Plan of the Company.
<PAGE>
F&M BANCORP
RESTATED 1983 STOCK OPTION PLAN
1. PURPOSES OF THE PLAN:
---------------------
To advance the interests of the Corporation and its
subsidiaries by assisting in attracting and retaining qualified employees and
providing them with increased motivation to exert their best efforts on behalf
of the Corporation and its subsidiaries.
2. ADMINISTRATION:
---------------
The Plan shall be administered by a committee (the
"Committee") consisting of not less than three directors of the Corporation to
be appointed by and to serve during the pleasure of the Board of Directors. None
of the Committee members shall be eligible to participate in the Plan nor,
during one year prior to service as a member of the Committee, shall have been
granted or awarded equity securities pursuant to the Plan or any other plan of
the Corporation or any of its affiliates except as permitted by Rule 16b-3 under
the Securities Exchange Act of 1934. The Committee shall select the particular
employees to receive options from among the senior management of the Corporation
and its subsidiaries and shall make all decisions concerning the timing, pricing
and amount of options to be granted. The Committee shall have full power to
construe and interpret the Plan and to promulgate such regulations with respect
to the Plan as it may deem desirable. The Committee shall report its
deliberations to the Board of Directors.
3. STOCK SUBJECT TO OPTION:
------------------------
The shares to be issued upon exercise of options to be granted
under the Plan shall be 460,000 shares of the Common Stock (par value $5.00 per
share) of the Corporation (the "Common Stock") to be authorized by stockholders
for issuance under the Plan. If any unexercised option terminates for any
reason, the shares covered thereby shall become available for grant of an option
again.
4. ELIGIBILITY:
------------
The individuals who shall be eligible to participate in the
Plan shall be such key employees (including officers and directors who are
employees) of the Corporation, or of any corporation (a "Subsidiary") in which
the Corporation has a proprietary interest by reason of stock ownership,
including any corporation in which the Corporation acquires a proprietary
interest after the adoption of this Plan (but only if the Corporation owns or
controls, directly or indirectly, stock possessing not less than 50% of the
total combined voting power of all classes of stock in such corporation), as the
Board of Directors shall determine from time to time.
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5. TERMS AND CONDITIONS OF OPTIONS:
--------------------------------
Options under this Plan are intended to be either incentive
options qualifying under Section 422A of the Internal Revenue Code of 1986, as
amended (the "Internal Revenue Code") or non-statutory options not qualifying
under any section of the Internal Revenue Code as the Committee may recommend in
its discretion from time to time. All options granted under this Plan shall be
issued upon such terms and conditions as the Committee may recommend and the
Board of Directors may approve from time to time, subject to the following
provisions (which shall apply to both incentive and non-qualified stock options
unless otherwise indicated:
(a) Option Price. The option price per share with
------ ------
respect to each option shall be not less than: (i) for
incentive stock options, 100% of the fair market value of the
Common Stock on the date the option is granted; and (ii) for
non-qualified stock options, 85% of the fair market value of
the Common Stock on the date the option is granted.
(b) Number of Options. No employee shall be granted
-----------------
options for more than 5,000 shares of Common Stock in any one
year. The Corporation can grant an employee incentive stock
options to acquire Common Stock of any value, provided that
the fair market value (determined at the date of grant) of the
stock subject to one or more incentive stock options (under
this Plan and all other plans of the Corporation and its
subsidiaries) first exercisable in any one calendar year does
not exceed $100,000 (determined at the date of grant). No
options may be granted to any person who directly or
indirectly owns immediately prior to or immediately after the
grant, in excess of 10% of the Corporation's outstanding
Common Stock.
(c) Exercise of Options.
--------------------
(i) Except as provided in paragraph (ii)
below, full payment for shares acquired shall be made in cash
or by certified check at or prior to the time that an option,
or any part thereof, is exercised. The participant will have
no rights as a stockholder until the certificate for those
shares as to which the option is exercised has been issued by
the Corporation. No option may be exercised during the first
year from the date of grant. Thereafter, options for 200
shares or less shall be exercisable in full. Options for more
than 200 shares shall be exercisable to the extent of 25%
after the expiration of one year from the date of grant, to
the extent of 50% after the expiration of two years from the
date of grant, to the extent of 75% after the expiration of
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<PAGE>
three years from the date of grant, and to the extent of 100%
after the expiration of four years from the date of grant.
(ii) In the discretion of the Committee, the
option price of an option may be payable through the delivery
of shares of Common Stock with a value equal to the option
price or in a combination of cash and Common Stock with a
value equal to the option price.
(iii) An incentive stock option granted on
or before December 31, 1986 may not be exercised by an
individual at any time while a previously granted incentive
stock option remains outstanding. This restriction shall not
apply to incentive stock options granted after December 31,
1986.
(d) Term of Option.
---------------
(i) No incentive stock option shall be
granted for a term of more than 10 years from the date such
option is granted.
(ii) No non-qualified stock option shall be
granted for a term of more than 10 years from the date such
option is granted.
(e) Termination of Employment. Each option, to the
-------------------------
extent that it shall not have been exercised, shall terminate
when the employment of the participant by the Corporation
terminates, unless the employment terminates because of
retirement, voluntary resignation with the consent of the
Board of Directors or because of death or incapacity or
because of retirement under the Corporation's retirement plan.
If the employment terminates because of retirement under the
retirement plan of the Corporation or a subsidiary, the option
shall terminate upon the expiration of three months after the
employment terminates in the case of incentive stock options
and upon the expiration of six months after the employment
terminates in the case of non-qualified stock options. If the
employment terminates because of voluntary resignation with
the consent of the Board of Directors or because of
incapacity, the option shall terminate upon the expiration of
three month after the employment terminates. If the employment
terminates because of death, the option shall terminate upon
expiration of one year after the date of death. Nothing in
this paragraph shall operate to extend the term of the option
beyond the term stated in the agreement granting the option or
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to accelerate the period during which portions of the option
may be exercised.
(f) Option Nonassignable and Nontransferable. Each
option and all rights thereunder, including the right to
surrender the option, shall be nonassignable and
nontransferable other than by will or the laws of descent and
distribution and shall be exercisable during the optionee's
lifetime only by the optionee or his or her guardian or legal
representative.
6. SURRENDER OF OPTIONS FOR CASH:
-----------------------------
Any option granted under the plan may include a right to
surrender to the corporation up to 50% of the option to the extent then
exercisable and receive in exchange a cash payment equal to the excess of the
fair market value of the shares covered by the option or portion thereof
surrendered over the aggregate option price of such shares. For the purposes of
this paragraph, fair market value shall be determined by the committee. Such
right may be granted by the board of directors upon recommendation of the
committee concurrently with the option or thereafter by amendment upon such
terms and conditions as the Committee may recommend. Shares subject to option or
portion thereof that have been so surrendered shall not thereafter be available
for option grants under the Plan. The Committee may from time to time recommend
to the Board of Directors the maximum amount of cash that may be paid upon
surrender of options in any year, may determine that, if the amount to be
received by any optionee is reduced in any year because of such limitation, all
or a portion of the amount not paid may be paid in any subsequent year or years,
and may limit the right of surrender to certain periods during the year.
7. PAYROLL DEDUCTIONS:
------------------
In the discretion of the Committee, there may be made
available to optionees an election for the payroll deduction each pay period
over the term of the option of amounts equal to the aggregate exercise price of
any or all of such options (and estimated federal income taxes thereon).
Interest will be paid on payroll deductions at rates prescribed from time to
time by the Board of Directors upon recommendation of the Committee.
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<PAGE>
8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION:
------------------------------------------
If the outstanding shares of the Common Stock are increased,
decreased, or changed into, or exchanged for a different number or kind of
shares or securities of the Corporation, without receipt of consideration by the
Corporation, through reorganization, merger, statutory share exchange,
recapitalization, reclassification, stock split-up, stock dividend, stock
consolidation, or otherwise, an appropriate and proportionate adjustment shall
be made in the number and kind of shares as to which options may be granted. A
corresponding adjustment in the price per share allocated to unexercised
options, or portions thereof, which shall have been granted prior to any such
change shall likewise be made. Any such adjustment, however, in an outstanding
option shall be made without change in the total price applicable to the
unexercised portion of the option but with a corresponding adjustment in the
price for each share subject to the option. Adjustments under this section shall
be made by the Board of Directors, whose determination as to what adjustments
shall be made, and the extent thereof, shall be final and conclusive. No
fractional shares of Common Stock shall be issued under the Plan on account of
any such adjustment.
In the event of a reorganization, merger, consolidation, share
exchange, sale of substantially all of the assets, or any other form of
corporate reorganization in which the Corporation is not the surviving entity,
all options in effect at the time will terminate as of the effective date of the
transaction. The surviving entity in its absolute and uncontrolled discretion,
may tender an option or options to purchase shares on its terms and conditions,
both as to the number of shares or otherwise, which shall substantially preserve
the rights and benefits of any option then outstanding hereunder.
9. OPTIONS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED BY OTHER
----------------------------------------------------------
CORPORATIONS:
------------
Options may be granted under the plan from time to time in
substitution for stock options held by employees of corporations who become or
are about to become key employees of the Corporation or a subsidiary of the
Corporation as the result of a merger or consolidation of the employing
corporation with the Corporation or a subsidiary, or the acquisition by the
corporation or a subsidiary of the assets of the employing corporation, or the
acquisition by the Corporation or a subsidiary of stock of the employing
corporation as the result of which it becomes a subsidiary of the Corporation.
The terms and conditions of the substitute options so granted may vary from the
terms and conditions set forth in paragraph 5 of this Plan to such extent as the
Board of Directors at the time of grant may deem appropriate to conform, in
whole or in part, to the provisions of the options in substitution for which
they are granted.
10. EFFECTIVE DATE OF THE PLAN:
--------------------------
The Plan shall become effective upon approval by the Board of
Directors, subject to approval by the stockholders of the Corporation.
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11. TERMINATION DATE:
----------------
No options may be granted under the Plan after December 6,
1998. Subject to Section 5(d), options granted before the termination date for
the Plan may extend beyond that date.
12. AMENDMENT OF THE PLAN
---------------------
The Plan may be amended by the Board of Directors; however, no
amendment to the Plan materially increasing the benefits accruing to
participants or materially increasing the number of shares of common stock that
may be issued upon the exercise or surrender of stock options under the Plan
(except adjustments pursuant to the first paragraph of Section 8) or materially
modifying any requirements as to eligibility for participation in the Plan shall
be effective unless approved by the stockholders of the Corporation.
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23.2 Consent of Independent Accountants (incorporated by reference from Annual
Report on Form 10-K).
<PAGE>
24 Power of Attorney.
<PAGE>
F&M BANCORP
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and
officers of F&M Bancorp, a Maryland corporation, constitute and appoint Charles
W. Hoff, III, and Faye E. Cannon, or either of them, the true and lawful agents
and attorneys-in-fact of the undersigned with full power and authority in said
agents and attorneys-in-fact, and in either of them, to sign for the undersigned
in their respective names as directors and officers of F&M Bancorp, any
amendment or supplement to its Registration Statement on Form S-8 relating to
the sale of common stock under the F&M Bancorp Restated 1983 Stock Option Plan
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933. We hereby confirm all acts taken by such agents and attorneys-in-fact,
or any one or more of them, as herein authorized.
DATED: March 19, 1996
/s/ Charles W. Hoff, III
------------------------
Charles W. Hoff, III
Principal Executive Officer and Director
/s/ Faye E. Cannon
------------------------
Faye E. Cannon
Principal Executive Officer and Director
/s/ Kenneth M. Sabanosh
------------------------
Kenneth M. Sabanosh
Principal Financial and Accounting Officer
<PAGE>
F&M BANCORP
Power of Attorney
February 20, 1996 (Continued)
- ------------------------ ------------------------
/s/ R. Carl Benna /s/ John D. Brunk
R. Carl Benna John D. Brunk
------------------------ ------------------------
/s/ Beverly B. Byron Martha E. Church, Ph.D.
Beverly B. Byron
------------------------ ------------------------
/s/ Albert H. Cohen /s/ George B. Delaplaine, Jr.
Albert H. Cohen George B. Delaplaine, Jr.
------------------------ ------------------------
/s/ Maurice A. Gladhill Robert K. Moler
Maurice A. Gladhill
------------------------ ------------------------
/s/ Charles A. Nicodemus /s/ H. Deets Warfield, Jr.
Charles A. Nicodemus H. Deets Warfield, Jr.
------------------------ ------------------------
John C. Warfield /s/ Thomas R. Winkler
Thomas R. Winkler
<PAGE>
F&M BANCORP
Power of Attorney
March 19, 1996 (Continued)
- ------------------------ ------------------------
R. Carl Benna John D. Brunk
- ------------------------ ------------------------
Beverly B. Byron /s/ Martha E. Church, Ph.D.
Martha E. Church, Ph.D.
- ------------------------ ------------------------
Albert H. Cohen George B. Delaplaine, Jr.
- ------------------------ ------------------------
Maurice A. Gladhill /s/ Robert K. Moler
Robert K. Moler
- ------------------------ ------------------------
Charles A. Nicodemus H. Deets Warfield, Jr.
- ------------------------ ------------------------
/s/ John C. Warfield Thomas R. Winkler
John C. Warfield
