Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OLIN CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 13-1872319
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
120 Long Ridge Road
Stamford, Connecticut 06904
(Address of Principal Executive Offices) (Zip Code)
OLIN CORPORATION 1994 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
J. M. Jackson, Jr.
Secretary
Olin Corporation
120 Long Ridge Road
Stamford, Connecticut 06904
(Name and address of agent for service)
(203) 356-3126
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering price aggregate registration
to be registered registered per share(1) offering price(1) fee
Common Stock (par 90,000 shs. $56.57 $5,091,300 $1,756
value $1.00 per
share)
(1) The price of $56.57 per share, which was the average of the
high and low prices of Common Stock as reported in the New York Stock
Exchange consolidated reporting system on August 19, 1994, is set
forth solely for purposes of calculating the registration fee pursuant
to Rule 457(h).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and
Exchange Commission (the "Commission").
Item 2. Registrant Information and Employee Plan Annual
Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by
Olin Corporation (the "Company") are incorporated herein by
reference as of their respective dates:
(a) Olin Corporation Annual Report on Form 10-K for
the fiscal year ended December 31, 1993 (and the documents
incorporated by reference therein).
(b) Olin Corporation Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1994 and June 30, 1994 (and
the documents incorporated by reference therein).
(c) Olin Corporation Current Report on Form 8-K, dated
January 10, 1994.
(d) Olin Corporation Quarterly Report on Form 10-Q for
the quarter ended September 30, 1991, containing a
description of the Common Stock.
(e) Olin Corporation Form 8-A dated February 28, 1986
containing a description of Olin Common Stock Purchase
Rights.
All documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), after the date hereof and prior to the
filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be
incorporated by reference and to be part hereof from the
date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
The validity of the Common Stock offered hereby has
been passed upon by Johnnie M. Jackson, Jr., General
Counsel-Corporate Resources and Secretary. As of June 1,
1994, Mr. Jackson beneficially owned 6,890 shares of the
Company's Common Stock (including 4,485 employee stock
options presently exercisable) and holds additional employee
stock options not yet exercisable to purchase 1,260
additional shares of the Company's Common Stock. Mr.
Jackson also as of June 1, 1994 owns beneficially and
indirectly in the Company's Contributing Employee Ownership
Plan 346 shares of the Company's ESOP Preferred Stock.
Item 6. Indemnification of Directors and Officers.
The Virginia Stock Corporation Act permits, and the
Company's By-laws require, indemnification of Olin's
directors, officers and employees in a variety of
circumstances. Under Sections 13.1-697 and 13.1-704 of the
Virginia Stock Corporation Act, a Virginia corporation
generally is authorized to indemnify its directors, officers
and employees in civil or criminal actions if such persons
acted in good faith and believed their conduct to be in the
best interests of the corporation and, in the case of
criminal actions, had no reasonable cause to believe that
their conduct was unlawful. The Company's By-laws require
indemnification of directors, officers and employees with
respect to certain liabilities, expenses, and other amounts
imposed upon such persons by reason of having been
directors, officers or employees if such persons acted in
good faith and believed that their conduct was in the best
interests of the Company or related entity. Also, Section
13.1-692.1 of the Virginia Stock Corporation Act permits a
Virginia corporation to limit or totally eliminate the
liability of a director or officer in a shareholder or
derivative proceeding.
Directors and officers of the Company are insured,
subject to certain exclusions and limits and to the extent
not otherwise indemnified by the Company, against loss
(including expenses incurred in the defense of actions,
suits and proceedings in connection therewith) arising from
any error, misstatement, misleading statement, omission or
other act made or performed in their capacity as directors
and officers. The policies also reimburse the Company for
liability incurred in the indemnification of its directors
and officers under common or statutory laws or the By-Laws,
subject to the terms, conditions and exclusions of the
policy. In addition, directors, officers and other
employees of the Company who may be "fiduciaries" as that
term is used in the Employee Retirement Income Security Act
of 1974 are insured with respect to liabilities under such
Act.
Item 7. Exception from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
3(a) Restated Articles of Incorporation as
amended effective January 15, 1992.
Incorporated by reference to Exhibit 3(a)
to the Company's Form 10-K for the fiscal
year ended December 31, 1991 (SEC File
No. 1-1070).
3(b) By-laws as amended effective April 28,
1994. Incorporated by reference to
Exhibit 3 to the Company's Form 10-Q for
the quarter ended March 31, 1994 (SEC
File No. 1-1070).
4(a) Description of the Company's Common Stock
Purchase Rights and Rights Agreement
dated February 27, 1986 between the
Company and Manufacturers Hanover Trust
Company, Rights Agent. Incorporated by
reference to the Company's Form 8-A dated
February 28, 1986 (SEC File No. 1-1070).
4(b) Description of the Company's Common
Stock. Incorporated by reference to Item
5 to the Company's Form 10-Q for the
quarter ended September 30, 1991 (SEC
File No. 1-1070).
5 Opinion of Johnnie M. Jackson, Jr., Esq.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Johnnie M. Jackson, Jr., Esq.
(included in Exhibit 5).
24(a) Powers of Attorney.
24(b) Certified Resolutions.
Item 9. Undertakings.
(a) 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:
(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, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any
liability under the Securities Act, 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 bon fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that,
for the purposes of determining any liability under the
Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act 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 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.
SIGNATURES
The Registrant. 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 the filing on the 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 Stamford, State of Connecticut, on this 28th day of
July, 1994.
OLIN CORPORATION
By J. M. Jackson, Jr.
J. M. Jackson, Jr.
Secretary
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
John W. Johnstone, Jr.
John W. Johnstone, Jr. Chairman of the Board,
Chief Executive Officer
and Director(Principal
Executive Officer)
James A. Riggs
James A. Riggs Senior Vice President and
Chief Financial Officer
(Principal Financial
Officer)
Robert A. Beyerl
Robert A. Beyerl Vice President and Controller
(Principal Accounting Officer)
Robert R. Frederick
Robert R. Frederick Director
Donald W. Griffin
Donald W. Griffin Director
Dated: July 28, 1994
William W. Higgins
William W. Higgins Director
Robert Holland, Jr.
Robert Holland, Jr. Director
Jack D. Kuehler
Jack D. Kuehler Director
H. William Lichtenberger
H. William Lichtenberger Director
G. Jackson Ratcliffe, Jr.
G. Jackson Ratcliffe, Jr. Director
William L. Read
William L. Read Director
John P. Schaefer
John P. Schaefer Director
Irving Shain
Irving Shain Director
Dated: July 28, 1994
EXHIBIT INDEX
Exhibit No. Description
3(a) Restated Articles of Incorporation as
amended effective January 15, 1992.
Incorporated by reference to Exhibit 3(a) to
the Company's Form 10-K for the fiscal year
ended December 31, 1991 (SEC File
No. 1-1070).
3(b) By-laws as amended effective April 28, 1994.
Incorporated by reference to Exhibit 3 to
the Company's Form 10-Q for the quarter
ended March 31, 1994 (SEC File No. 1-1070).
4(a) Description of the Company's Common Stock
Purchase Rights and Rights Agreement dated
February 27, 1986 between the Company and
Manufacturers Hanover Trust Company, Rights
Agent. Incorporated by reference to the
Company's Form 8-A dated February 28, 1986
(SEC File No. 1-1070).
4(b) Description of the Company's Common Stock.
Incorporated by reference to Item 5 of the
Company's Form 10-Q for the quarter ended
September 30, 1991 (SEC File No. 1-1070).
5 Opinion of Johnnie M. Jackson, Jr., Esq.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Johnnie M. Jackson, Jr., Esq.
(included in Exhibit 5).
24(a) Powers of Attorney.
24(b) Certified Resolutions.
EXHIBIT 5
OLIN CORPORATION
120 Long Ridge Road
Stamford, Ct 06904
August 16, 1994
Olin Corporation
120 Long Ridge Road
P.O. Box 1355
Stamford, CT 06904-1355
Re: Olin Corporation 1994 Stock Plan For Non-Employee Directors
Dear Ladies and Gentlemen:
As General Counsel-Corporate Resources of Olin
Corporation ("Olin"), I am familiar with the Registration
Statement on Form S-8 ("Registration Statement") covering
90,000 shares of Common Stock, par value of $1 per share, of
Olin ("Common Stock") being registered herewith in
connection with the Olin Corporation 1994 Stock Plan for
Non-Employee Directors (the "Plan"). In connection
therewith, I have examined such documents, opinions and
records as I deemed relevant or necessary for the purpose of
this opinion.
Based on the foregoing, I am of the opinion that when
certificates for such shares of Common Stock have been duly
executed, countersigned by a Transfer Agent and registered
by a Registrar and paid for in accordance with applicable
law and delivered in accordance with the terms of the Plan,
such shares will be duly authorized, validly issued, fully
paid and non-assessable.
I consent to the reference to me in the Registration
Statement and to the filing of this opinion as an exhibit
thereto.
Very truly yours,
Johnnie M. Jackson, Jr.
Johnnie M. Jackson, Jr.
General Counsel - Corporate Resources
and Secretary
JMJ/deh
EXHIBIT 23(a)
Consent of Independent Auditors
The Board of Directors
Olin Corporation:
We consent to incorporation by reference in this Registration
Statement on Form S-8 of Olin Corporation of our reports
dated January 27, 1994, relating to the consolidated balance
sheets of Olin Corporation and consolidated subsidiaries as
of December 31, 1993 and 1992, and the related consolidated
statements of income, shareholders' equity, cash flows and
related schedules for each of the years in the three-year
period ended December 31, 1993, which reports appear or are
incorporated by reference in the December 31, 1993 annual
report on Form 10-K of Olin Corporation. Our reports refer
to a change in accounting for postretirement benefits other
than pensions and income taxes in 1992.
KPMG PEAT MARWICK LLP
Stamford, Connecticut
August 16, 1994
EXHIBIT 24(a)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the
undersigned officers and directors of OLIN CORPORATION, a
Virginia corporation (the "Corporation"), which is about to
file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Act
of 1933, as amended (the "Act"), a Registration Statement on
Form S-8 with respect to the registration under said Act of
shares of Common Stock of the Corporation to be issued or
distributed under the Olin Corporation 1994 Stock Plan for
Non-Employee Directors, hereby constitutes and appoints J.
M. Jackson, Jr., J. M. Pierpont and J. A. Riggs, his true
and lawful attorneys-in-fact and agents, and each of them
with full power to act without the others his true and
lawful attorney-in-fact and agent, for him and in his name,
place and stead, in any and all capacities, to sign said
Registration Statement and any and all future amendments
thereto and to file said Registration Statement and each
such future amendment, with all exhibits thereto, and any
and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto
said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all
the said attorneys-in-fact and agents or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have set their
hands and seals this 28th day of July, 1994.
Signature Title
John W. Johnstone, Jr.
John W. Johnstone, Jr. Chairman of the Board,
Chief Executive Officer
and Director Principal
Executive Officer)
Robert R. Frederick
Robert R. Frederick Director
Donald W. Griffin
Donald W. Griffin Director
William W. Higgins
William W. Higgins Director
Robert Holland, Jr.
Robert Holland, Jr. Director
Jack D. Kuehler
Jack D. Kuehler Director
H. William Lichtenberger
H. William Lichtenberger Director
G. Jackson Ratcliffe, Jr.
G. Jackson Ratcliffe, Jr. Director
William L. Read
William L. Read Director
John P. Schaefer
John P. Schaefer Director
Irving Shain
Irving Shain Director
James A. Riggs
James A. Riggs Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
Robert A. Beyerl
Robert A. Beyerl Vice President and Controller
(Principal Accounting Officer)
Exhibit 24(b)
OLIN CORPORATION
I, Gail S. Wilson, Senior Assistant Secretary of OLIN
CORPORATION, a Virginia corporation, hereby certify that the
attached resolutions are a true and correct copy of
resolutions adopted at a meeting of the Board of Directors
of Olin Corporation, duly held July 28, 1994 at which a
quorum was present and voting throughout, and that such
resolutions have not been rescinded or modified and remains
in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the seal of OLIN CORPORATION, this 16th day of
August, 1994.
Gail S. Wilson
Gail S. Wilson
Senior Assistant Secretary
Board of Directors Meeting
July 28, 1994
RESOLVED that the Corporation shall issue from time to time
up to an aggregate 90,000 shares of Common Stock under and
in accordance with the Olin Corporation 1994 Stock Plan for
Non-employee Directors ("Directors Plan"); that the
consideration to be received is hereby determined to be
adequate; that such shares of Common Stock, when so issued,
shall be duly and validly issued, fully paid and
nonassessable shares; and that the proper officers of the
Corporation be, and they hereby are, authorized and directed
in the name and on behalf of the Corporation to cause to be
issued and delivered certificates representing such shares
of Common Stock, executed on behalf of the Corporation
manually or by the facsimile signatures of the Chairman of
the Board, President or any Vice President and the Treasurer
or any Assistant Treasurer or the Secretary or any Assistant
Secretary of the Corporation and under its corporate seal or
a facsimile thereof; and that the signatures of the officers
of the Corporation so authorized to execute certificates
representing such shares of Common Stock may but need not be
the facsimile signatures of the present or any future such
authorized officers imprinted or otherwise reproduced
thereon, the Corporation for such purpose hereby adopting
each such facsimile signature as binding upon it,
notwithstanding the fact that, at the time any shares of
Common Stock shall be authenticated and delivered or
disposed of, the officer so signing shall have ceased to be
such authorized officer.
RESOLVED that, after consideration, the Board of Directors
hereby determines, pursuant to Section 9.7 of Paragraph 9 of
Article Fourth of the Restated Articles of Incorporation of
the Corporation, as amended, that no adjustment is equitably
required to the conversion price of the ESOP Preferred
Shares of the Corporation in respect of the issuance of such
Common Stock of the Corporation.
RESOLVED that of the consideration received by the
Corporation for the issue of shares of Common Stock pursuant
to the foregoing, the sum of $1 in respect of each share of
Common Stock so issued shall be credited to the common stock
account and the difference between such amount and the
consideration received shall be credited to additional
paid-in capital.
RESOLVED that for the purpose of an original issue of the
Common Stock relating to the Directors Plan, Chemical Bank,
as Transfer Agent and Registrar for the Common Stock, is
hereby authorized from time to time to countersign, register
and deliver to or upon the order of the persons entitled
thereto, certificates representing an aggregate number of
shares of Common Stock not to exceed the number of
additional shares of Common Stock reserved and authorized to
be issued under the Directors Plan.
RESOLVED that the aforementioned Transfer Agent and the
Registrar of the Common Stock are hereby authorized from
time to time to transfer and register certificates
representing the number of additional shares of the Common
Stock reserved and authorized to be issued (in addition to
certificates for the shares of Common Stock which said
Transfer Agent and Registrar have heretofore been authorized
to transfer and register) in accordance with the
instructions and directions heretofore given to said
Transfer Agent and Registrar with respect to the currently
issued shares of the Corporation's Common Stock; and that
the authority, restrictions and directions heretofore given
with respect to said currently issued shares shall extend
and apply to the transfer and registration of said
additional shares.
RESOLVED that the officers of the Corporation are hereby
authorized to take all such further action and to execute
and deliver all such further instruments and documents, in
the name and on behalf of the Corporation, and to pay all
such expenses and taxes, as in their judgment shall be
necessary, proper or advisable in order to carry out the
intent and accomplish the purpose of the foregoing
resolutions and each of them.
RESOLVED that, notwithstanding any other provision of the
foregoing resolutions, the Chairman of the Board, President,
any Vice President, or the Secretary of the Corporation may
authorize and designate in writing any other officer or
employee of the Corporation or other representative or
counsel for the Corporation to take any action and to
execute any document specified in such resolutions, in place
of or on behalf of such officer, with full power as if such
officer were taking such action himself or on behalf of the
Corporation.
RESOLVED that the Chairman of the Board, President, any Vice
President, Chief Financial Officer, Chief Accounting
Officer, the Treasurer and the Secretary of the Corporation
("Authorized Officers") be, and each of them hereby is,
authorized, in the name and on behalf of the Corporation, to
execute and file with the Securities and Exchange Commission
a Registration Statement covering the registration under the
Securities Act of 1933, as amended, of 90,000 shares of
Common Stock of the Corporation for purposes of the
Directors Plan; and that such officers be, and each of them
hereby is, authorized, in the name and on behalf of the
Corporation, from time to time to execute and file with the
Securities and Exchange Commission such amendments to said
Registration Statement as they shall deem necessary or
appropriate;
RESOLVED that J. A. Riggs, J. M. Pierpont and J. M. Jackson,
Jr., be, and each of them with full power to act without the
others, hereby is, authorized to sign the Registration
Statement, on behalf of and as attorneys for the Corporation
and on behalf of and as attorneys for the Principal
Executive Officer and/or the Principal Financial Officer
and/or the Principal Accounting Officer of the Corporation
and/or any other officer of the Corporation;
RESOLVED that the Secretary of the Corporation be and he
hereby is appointed agent for service of the Corporation
with respect to the Registration Statement;
RESOLVED that any Authorized Officer be, and each of them
acting alone hereby is, authorized and empowered to approve
the form of any Prospectus or Prospectus Supplements
relating to securities issuable under the Registration
Statement as may be necessary and appropriate, and to cause
any such Prospectus or Prospectus Supplements to be filed
with such governmental agencies or officials of the Unites
States or any State as may, in the opinion of the
Corporation's counsel, be required or appropriate;
RESOLVED that any Authorized Officer be, and each of them
acting alone hereby is, authorized to make application to
the New York Stock Exchange (or such other securities
exchange) for the listing thereon of the securities
registered under the Registration Statement of the
Corporation and in connection therewith to execute, in the
name and on behalf of the Corporation, and deliver and file,
all such applications, agreements and other papers as shall
be necessary to accomplish such listing (and, in particular,
to execute and deliver and indemnification agreement with
such exchange, in such form as shall be required by such
exchange, as a condition to its approval of such listing)
and to authorize representatives of the Corporation to
appear before the committees or bodies of such exchange as
such appearances may be required, with authority to make
changes in said listing application and in the arrangements
made in connection therewith which they shall deem necessary
or desirable in order to comply with the requirements of
such listing;
RESOLVED that it is desirable and in the best interest of
this Corporation that the securities registered under the
Registration Statement be qualified or registered for sale
in various states; that any Authorized Officer be, and each
of them acting alone hereby is, authorized to determine the
states in which appropriate action shall be taken to qualify
or register for sale all or such part of the securities of
this Corporation as said officers may deem advisable; that
the Authorized Officers are hereby authorized to perform on
behalf of the Corporation any and all such acts as they may
deem necessary or advisable in order to comply with the
applicable laws of any such states, and in connection
therewith to execute and file all requisite papers and
documents, including, but not limited to, applications,
reports, surety bonds, irrevocable consents and appointments
of attorneys for service of process; and that the execution
by such officers of any such paper or document or the doing
by them of any act in connection with the foregoing matters
shall conclusively establish their authority therefor from
this Corporation and the approval and ratification by this
Corporation of the papers and documents so executed and the
action so taken;
RESOLVED that the Board of Directors hereby adopts the form
of any resolutions required by any state authority or
securities commission in connection with any such
qualification or registration, if (i) in the opinion of the
officer of the Corporation so acting the adoption of such
resolutions is necessary or advisable and (ii) the Secretary
of the Corporation evidences such adoption by filing with
the records of the Board of Directors copies of such
resolutions; and the officers of this Corporation take all
further action which they may deem necessary or advisable in
order to maintain such qualification or registration for
sale in various states in effect for as long as they may
deem to be in the best interests of this Corporation;
RESOLVED that the Authorized Officers be, and each of them
acting alone hereby is, authorized and empowered to execute
and file all such other documents and perform all such other
acts as may in their judgment be necessary or desirable to
make such Registration Statement become effective in
accordance with the Securities Act of 1933, as amended, and
to carry out the intent and purpose of the foregoing
resolutions;
RESOLVED that the officers of the Corporation be, and each
of them hereby is, authorized to take such further action,
including the procuring of all necessary signatures, and to
execute, deliver and file all such further instruments and
documents, in the name of and on behalf of the Corporation
and under its corporate seal or otherwise and to pay such
expenses as in their judgment shall be necessary, proper or
advisable in order fully to carry out the intent and
accomplish the purposes of the foregoing resolutions and
each of them.
