<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
COMMISSION FILE NUMBER: 0-12185
DAUGHERTY RESOURCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PROVINCE OF BRITISH COLUMBIA NOT APPLICABLE
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
120 PROSPEROUS PLACE, SUITE 201
LEXINGTON, KENTUCKY 40509
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
NOT APPLICABLE
(FULL TITLE OF PLAN)
WILLIAM S. DAUGHERTY, 120 PROSPEROUS PLACE, SUITE 201, LEXINGTON, KENTUCKY 40509
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (606) 263-3948
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT OF SHARES OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED TO BE REGISTERED SHARE PRICE FEE(1)
<S> <C> <C> <C> <C>
Common Stock, without par
value per share................. 10,377 $1.813 $18,814.29 $5.23
22,500 $1.00 $22,500.00 $6.26
- -------------------------------------------------------------------------------------------------------------------------
Total 32,877 $41,314.29 $11.49
=========================================================================================================================
</TABLE>
(1) The registration fee applies to all of the shares of the Common Stock to be
issued as a result of this Registration Statement.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
Registration Statement:
(a) The Registrant's latest annual report.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
Registrant's latest annual report.
(c) The description of the class of securities to be registered by this
Registration Statement, which are registered under Section 12 of the Securities
Act of 1934, and which were more fully described in the Memorandum and Articles
of the Registrant is 100,000,000 shares of common stock, without par value per
share.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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, will
be deemed to be incorporated by reference in the Registration Statement and to
be a part thereof from the date of filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Gary M. Smith, Esq., an attorney for the Registrant and the counsel who
has rendered an opinion as to the legality of the shares of the Registrant's
common stock to be offered by this Registration Statement, will own 7,413 shares
of such stock that are being registered pursuant to this Registration Statement.
As of the date of this Registration Statement, such shares have a fair market
value of approximately $13,440.00.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The directors and officers of the Registrant will be indemnified by the
Registrant against all costs, losses, expenses and liabilities incurred by any
such director or officer in the course of the Registrant's business according to
the Registrant's Articles of Association. In addition, all directors and
officers are covered by a director's indemnification agreement.
The foregoing discussion of the Registrant's Articles of Association is
not intended to be exhaustive and is qualified in its entirety by such document.
ITEM 8. EXHIBITS. The exhibits listed in the following index are filed as part
of this Registration Statement. The exhibits indicated by an asterisk (*) are
incorporated by reference.
EXHIBIT
NUMBER
------
DESCRIPTION OF EXHIBIT
----------------------
3(i)(a)* Memorandum and Articles for Catalina Energy & Resources
Ltd., a British Columbia corporation, dated January 31,
1979, filed as an exhibit to Form 10 Registration
Statement filed May 25, 1984. File No. 0-12185.
3(i)(b)* Certificate for Catalina Energy & Resources Ltd., a
British Columbia corporation, dated November 27, 1981,
changing the name of Catalina Energy & Resources Ltd. to
Alaska Apollo Gold Mines Ltd., and further changing the
authorized capital of the Registrant from 5,000,000
shares of common stock, without par value per share, to
20,000,000 shares of common stock, without par value per
share, filed as an exhibit to Form 10 Registration
Statement filed May 25, 1984. File No. 0-12185.
1
<PAGE> 3
3(i)(c)* Certificate of Change of Name for Alaska Apollo Gold
Mines Ltd., a British Columbia corporation, dated
October 14, 1992, changing the name of Alaska Apollo
Gold Mines Ltd. to Alaska Apollo Resources Inc., and
further changing the authorized capital of the
Registrant from 20,000,000 shares of common stock,
without par value per share, to 6,000,000 shares of
common stock, without par value per share. Exhibit
3(i)(c) to Form 10-K/A for the Registrant for the fiscal
year ended December 31, 1993. File No. 0-12185.
3(i)(d)* Altered Memorandum of Alaska Apollo Resources Inc., a
British Columbia corporation, dated September 9, 1993,
changing the authorized capital of the Registrant from
6,000,000 shares of common stock, without par value per
share, to 20,000,000 shares of common stock, without par
value per share. Exhibit 3(i)(d) to Form 10-K/A for the
Registrant for the fiscal year ended December 31, 1993.
File No. 0-12185.
3(i)(e)* Special Resolution of Alaska Apollo Resources Inc., a
British Columbia corporation, dated June 22, 1998,
changing the name of Alaska Apollo Resources Inc. to
Daugherty Resources, Inc., and further changing the
authorized capital of the Registrant from 20,000,000
shares of common stock, without par value per share, to
50,000,000 shares of common stock, without par value per
share, and authorizing the creation of 6,000,000 shares
of preferred stock, without par value per share. Altered
Memorandum of Daugherty Resources, Inc., a British
Columbia corporation, dated June 24, 1998, changing the
authorized common stock of the Registrant from
50,000,000 shares of common stock, without par value per
share, to 10,000,000 shares of common stock, without par
value per share. Special Resolution of Alaska Apollo
Resources Inc., a British Columbia corporation, dated
June 22, 1998, consolidating the authorized preferred
shares of 6,000,000 shares to 1,200,000 shares. Altered
Memorandum of Daugherty Resources, Inc., a British
Columbia corporation, dated June 25, 1998, changing the
authorized preferred stock of the Registrant from
6,000,000 shares of preferred stock, without par value
per share, to 1,200,000 shares of preferred stock,
without par value per share. Filed as an exhibit to Form
8-K, for the Company for reporting an event on June 29,
1998. File No. 0-12185.
3(i)(f)* Special Resolution of Daugherty Resources, Inc., a
British Columbia corporation, dated June 30, 1999,
changing the authorized capital of the Registration from
10,000,000 shares of common stock, without par value per
share, to 100,000,000 shares of common stock, without
par value per share, and from 1,200,000 shares of
preferred stock, without par value per share, to
5,000,000 shares of preferred stock, without par value
per share. Altered Memorandum of Daugherty Resources,
Inc., dated June 30, 1999, changing the authorized
capital of the Company to 105,000,000 shares divided
into 5,000,000 shares of preferred stock, without par
value and 100,000,000 common shares without par value.
Special Resolution of Daugherty Resources, Inc., a
British Columbia corporation, dated June 30, 1999,
altering Article 23.1(b) of the Company Articles by
substituting a new Article 23.1(b) that sets forth the
conditions and terms upon which the preferred shares can
be converted to common stock. Filed as an exhibit to
Form 8-K, for the Company for reporting an event on
October 25, 1999. File No.0-12185
4* See Exhibits No. 3(i)(a), (b), (c), (d), (e) and (f).
5 Opinion of Gary M. Smith, Esq.
24 Powers of Attorney.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sales are
being made, a post-effective amendment to this Registration Statement:
2
<PAGE> 4
(i) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment will be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time will 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.
(4) To file a post-effective amendment to this Registration
Statement to include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout a continuous
offering.
(b) 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 this
Registration Statement will be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time will be deemed to be the initial bona fide offering thereof.
(c) 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.
3
<PAGE> 5
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 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 Lexington, Kentucky, on November 23, 1999.
DAUGHERTY RESOURCES, INC.
By /s/ William S. Daugherty
------------------------------
William S. Daugherty, 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 dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ William S. Daugherty Chairman of the Board and November 23, 1999
- ------------------------- President
William S. Daugherty
/s/ Charles L. Cotterell* Director November 23, 1999
- -------------------------
Charles L. Cotterell
/s/ James K. Klyman* Director November 23, 1999
- -------------------------
James K. Klyman
*By /s/ William S. Daugherty November 23, 1999
--------------------------
William S. Daugherty,
Attorney-in-Fact
4
<PAGE> 6
DAUGHERTY RESOURCES, INC.
DOCUMENTS CONSTITUTING A SECTION 10(a) PROSPECTUS
PURSUANT TO A FORM S-8 REGISTRATION STATEMENT
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by Daugherty Resources, Inc. (the "Company")
with the Securities and Exchange Commission, the following shall constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933:
1. General Plan Information.
-------------------------
(a) The following letter agreements (the "Letter Agreements")
between the Company and Gary M. Smith, Esq., and Norman T. Reynolds, Esq., (the
"Participants") with respect to the payment of fees and expenses and the shares
of the Company's common stock, without par value per share (the "Securities"),
and the price per share at which the Securities are to be issued to the
Participant in payment of his fees and expenses and expenses is more fully
described in Exhibit "A" attached hereto and incorporated herein by reference
for all purposes:
<TABLE>
<CAPTION>
Fees and Price per Number of
Name Expenses Share Shares
- ---- -------- ----- ------
<S> <C> <C> <C>
Gary M. Smith $13,440.00 $ 1.813 7,413
Norman T. Reynolds $ 5,374.29 $ 1.813 2,964
---------- -----
Total $18,814.29 10,377
========== ======
</TABLE>
(b) In addition to the Plan Participant described in Paragraph
1(a) above, various officers, directors and employees of the Company are also
Plan Participants. Pursuant to resolutions passed by the Board of Directors of
the Company, these persons have been granted bonuses to be payable in Securities
of the Company, at a price per share equal to $1.00, in the following amounts:
Name of Employee Number of Shares
---------------- ----------------
William G. Barr III 10,000
D. Michael Wallen 10,000
Clarence R. Smith 2,500
------
Total 22,500
======
(c) The Letter Agreement and the minutes containing the
resolutions of the Board of Directors of the Company granting the bonuses to the
employees described herein constitute an employee benefit plan as described in
Rule 405 promulgated under the Securities Act of 1933 (the "Plan"). The
Securities will be offered pursuant to the Plan.
(d) The general nature and purpose of the Plan is to allow for
the payment of fees and bonuses due and owing by the Company to the Participants
in the form of the Company's registered Securities. The Plan will terminate as
soon after December 15, 1999 as the Securities called for in the Plan have been
issued to the Participants, which date will not exceed December 31, 1999. It is
not contemplated that the Plan will be subject to modification or extension.
(e) The Plan does not have any administrators. However, the
Participants may contact the Company at the address or telephone number
described in Paragraph 11 below to obtain additional information about the Plan.
1
<PAGE> 7
(f) The Plan is not subject to the Employee Retirement Income
Security Act of 1974. All of the Participants are employees, consultants or
advisors who have provided provide bona fide services to the Company, none of
such services being in connection with the offer or sale of Securities of the
Company in a capital-raising transaction.
2. SECURITIES TO BE OFFERED. The Securities to be offered pursuant to
the Plan are shares of the Company's common stock, without par value per share.
The common stock of the Company has been registered under Section 12 of the
Securities Exchange Act of 1934.
3. EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN. Only the Participants
described above may participate in the Plan.
4. PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR
SECURITIES OFFERED.
(a) Each Participant may participate in the Plan only for so
long as it takes to file the Registration Statement and issue the Securities to
the Participants as called for herein. Thereafter, no Participant shall have any
further interest in the Plan. The only Securities to be purchased by a
Participant are described herein or in a Participant's particular Letter
Agreement. The purchase price per share of the Company's Securities for each of
the Participants is as set forth above.
(b) Payment for the Securities to be purchased by any of the
Participants pursuant to the Plan will be the extinguishment of any further
liability by the Company to any such Participant with respect to the obligations
described herein.
(c) There will be no reports delivered to the Participants as
to the amounts and status of their accounts.
(d) The Securities will be issued to the Participants, who may
sell the Securities in the open market. The Company will receive no fees or
other compensation for the Securities other than the extinguishment of the debts
to the Participants as described herein.
5. RESALE RESTRICTIONS. There will be no restrictions on the resale of
the Securities by the Participants.
6. TAX EFFECTS OF PLAN PARTICIPATION. The receipt of the Securities by
the Participants will be the receipt of ordinary income since the Securities
will have been received by the Participants in exchange for services.
Consequently, the Participants will be taxed currently for the value of the
Securities pursuant to Section 61 of the Internal Revenue Code of 1986, as
amended.
7. INVESTMENT OF FUNDS. There is no provision under the Plan whereby
the Participants may direct the investment of all or any part of the assets
under the Plan.
8. WITHDRAWAL FROM THE PLAN; ASSIGNMENT OF INTEREST. No Participant
will be able to withdraw from, terminate, or assign its interest in the Plan.
9. FORFEITURES AND PENALTIES. There is no event which could, under the
Plan, result in a forfeiture by, or a penalty to, a Participant.
10. CHARGES AND DEDUCTIONS, AND LIENS THEREFOR. There are no charges
and deductions that may be made against the Participants, the Securities, or
assets of the Plan, or the creation of any lien on any funds, securities, or
other property held under the Plan.
2
<PAGE> 8
11. INFORMATION CONTAINED IN THE REGISTRATION STATEMENT. The Company
shall furnish to the Participants, without charge, upon written or oral request,
the documents incorporated by reference in Item 3 of Part II of the Registration
Statement, all of such documents being incorporated by reference in this Section
10(a) Prospectus. The Company shall also furnish to the Participants, without
charge, upon written or oral request, any other documents required to be
delivered to employees of the Company pursuant to Rule 428(b) promulgated under
the Securities Act of 1933. Any such request should be directed to the Company
at 120 Prosperous Place, Suite 201, Lexington, Kentucky 40509, telephone (606)
263-3948, and telecopier (606) 263-4228.
12. INFORMATION CURRENTLY FURNISHED. Each Participant has been
furnished with a copy of the Company's Form 10-KSB for the fiscal year ended
December 31, 1998.
13. INFORMATION TO BE FURNISHED IN THE FUTURE. The Company shall
deliver to each Participant copies of all reports, proxy statements and other
communications distributed to its security-holders generally, and such material
shall be sent or delivered no later than the time that it is sent to
security-holders of the Company.
Attachment:
Exhibit "A-1 and A-2 " - The Letter Agreements
3
<PAGE> 9
Exhibit A-1
GARY M. SMITH
Attorney At Law
P.O. Box 5249
Louisville, KY 40205
Telephone: (502)454-4850
November 23, 1999
Mr. William S. Daugherty
Daugherty Petroleum, Inc.
120 Prosperous Place
Suite 201
Lexington, Kentucky 40509
Re: Invoices of Gary M. Smith and Form S-8
Registration Statement
Dear Bill:
As discussed, I agree to take shares of common stock of Daugherty
Resources, Inc. in payment of all fees and expenses due and owing to me for
professional services rendered through October 31, 1999, in regarding asset
acquisitions from Ken-Tex Oil & Gas, Inc., and Environmental Energy, Inc. and
sale of Red River Hardwood, Inc., in the total amount of $13,440.00 and which
will be registered pursuant to a Form S-8 Registration Statement. It is
understood that the stock I will receive will be valued at $1.813 per share and,
as a result, I will receive 7,413 shares. It is further understood that the Form
S-8 Registration Statement will be filed immediately and that my shares of stock
will be issued immediately upon the effectiveness of the Registration Statement,
and all other applicable laws and regulations.
Very truly yours,
/s/ Gary M. Smith
Gary M. Smith
GMS/kac
<PAGE> 10
NORMAN T. REYNOLDS
Attorney at Law
Post Office Box 131326
Houston, Texas 77219-1326
Telephone: (713) 752-4512
Telecopier: (713) 752-4221
E Mail: [email protected]
November 23, 1999
Mr. William S. Daugherty
Daugherty Petroleum, Inc.
120 Prosperous Place, Suite 201
Lexington, Kentucky 40509
Re: Invoices of Norman T. Reynolds and Form S-8 Registration Statement
Dear Bill:
As we discussed, I agree to take shares of the common stock of
Daugherty Resources, Inc. in payment of all fees and expenses due and owing to
me through October 31, 1999, which total $5,374.29, and which will be registered
pursuant to a Form S-8 Registration Statement. It is understood that the stock I
will receive will be valued at $1.813 per share and, as a result, I will receive
2,964 shares. It is further understood that the Form S-8 Registration Statement
will be filed immediately and that the shares of the stock will be issued
immediately upon the effectiveness of the Registration Statement, and all other
applicable laws and regulations.
Very truly yours,
/s/ Norman T. Reynolds
Norman T. Reynolds
<PAGE> 1
EXHIBIT 5
GARY M. SMITH
Attorney At Law
P.O. Box 5249
Louisville, KY 40205
Telephone: (502)454-4850
November 23, 1999
Daugherty Resources, Inc.
120 Prosperous Place
Suite 201
Lexington, Kentucky 40509
Re: Form S-8 Registration Statement; Commission File No. 0-12185
Gentlemen:
I have acted as counsel for Daugherty Resources, Inc. (the "Company")
in connection with the registration by the Company of 32,877 shares of its
common stock, without par value per share (the "Securities"), as contemplated by
the Company's Registration Statement on Form S-8 filed on the date hereof with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended.
In connection therewith, I have examined, among other things, the
Memorandum and Articles of Association, as amended, of the Company, the
corporate proceedings of the Company with respect to the issuance and
registration of the Securities, the Registration Statement, certificates of
public officials, statutes and other instruments and documents, as a basis for
the opinions expressed herein.
Based upon and subject to the foregoing, and upon such other matters as
I have determined to be relevant, I am of the opinion that:
1. The Company is a corporation duly organized, validly existing, and
in good standing under the laws of the Province of British Columbia.
2. All of the Securities, upon issuance and delivery thereof, will be
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement.
Very truly yours,
/s/ Gary M. Smith
Gary M. Smith
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
WHEREAS, Alaska Apollo Resources Inc., a British Columbia corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Exchange Act of 1934, as amended (the
"Act"), a Form S-8, a draft of which has been previously reviewed by the
undersigned (the "Form S-8"), together with any and all exhibits and other
documents having relation to the Form S-8;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby constitute and
appoint William S. Daugherty and D. Michael Wallen, and each of them severally,
as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, to do any and all acts and things in his name
and on his behalf in his capacity as a director or officer or both, as the case
may be, of the Company, as fully and to all intents and purposes as the
undersigned might or could do in person, and to execute any and all instruments
for the undersigned and in his name in any and all capacities which such person
may deem necessary or advisable to enable the Company to comply with the Act and
any rules, regulations and requirements of the Commission, in connection with
the filing of the Form S-8, including specifically, but not limited to, power
and authority to sign for the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, the Form S-8 and any and
all other documents (including, without limitation, any amendments to the Form
S-8 or to such other documents) which such person may deem necessary or
advisable in connection therewith; and the undersigned does hereby ratify and
confirm all that such person shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 23th day of November 1999.
/s/ Charles L. Cotterell
----------------------------------
CHARLES L. COTTERELL
<PAGE> 2
EXHIBIT 24
POWER OF ATTORNEY
WHEREAS, Alaska Apollo Resources Inc., a British Columbia corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Exchange Act of 1934, as amended (the
"Act"), a Form S-8, a draft of which has been previously reviewed by the
undersigned (the "Form S-8"), together with any and all exhibits and other
documents having relation to the Form S-8;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby constitute and
appoint William S. Daugherty and D. Michael Wallen, and each of them severally,
as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, to do any and all acts and things in his name
and on his behalf in his capacity as a director or officer or both, as the case
may be, of the Company, as fully and to all intents and purposes as the
undersigned might or could do in person, and to execute any and all instruments
for the undersigned and in his name in any and all capacities which such person
may deem necessary or advisable to enable the Company to comply with the Act and
any rules, regulations and requirements of the Commission, in connection with
the filing of the Form S-8, including specifically, but not limited to, power
and authority to sign for the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, the Form S-8 and any and
all other documents (including, without limitation, any amendments to the Form
S-8 or to such other documents) which such person may deem necessary or
advisable in connection therewith; and the undersigned does hereby ratify and
confirm all that such person shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 23th day of November 1999.
/s/ James K. Klyman
----------------------------
JAMES K. KLYMAM
