Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
BEN & JERRY'S HOMEMADE, INC.
(Exact name of registrant as specified in its charter)
Vermont 2024 03-02675-43
(State or other Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation Industrial Identification No.)
or Organization) Classification Code Number)
Duxtown Commercial Plaza
Junction of Rts. 2 and 100
Waterbury, Vermont 05676
(Address of Principal Executive Offices, including Zip Code)
1985 STOCK OPTION PLAN
1995 EQUITY INCENTIVE PLAN
(Full Titles of the Plans)
Robert Holland, Jr.
President and Chief Executive Officer
Ben & Jerry's Homemade, Inc.
Duxtown Commercial Plaza
Junction of Rts. 2 and 100
Waterbury, Vermont 05676
(802) 244-6957
(Name, Address and Telephone Number of Agent for Service)
Please send copies of all communications to:
Howard K. Fuguet, Esquire
Ropes & Gray
One International Place<PAGE>
Boston, MA 02110
(617) 951-7000
CALCULATION OF REGISTRATION FEE
Titles of Amount to be Proposed maximum Proposed maximum Amount of
securities registered offering price aggregate registration
to be per share(1) offering price(1) fee(2)
registered
Class A
Common
Stock, par
value
$.0333 per 861,812
share shares $15.15 $13,054,651 $2610.99
(1) Of the 886,812 shares of Common Stock, par value $0.033 per share,
registered hereunder, 146,812 shares are subject to outstanding options at
exercise prices of $16.75 per share, 180,000 shares are subject to outstanding
options at exercise prices of $10.81 per share. 10,000 shares are subject to
outstanding options at exercise prices of $10.63 per share, 25,000 shares are
subject to outstanding options at exercise prices of $14.00 per share, and
25,000 shares are subject to outstanding options at exercise prices of $19.00
per share. The $16.25 per share maximum offering price for the remaining
475,000 shares not subject to outstanding options on the date hereof has been
estimated solely for the purpose of determining the registration fee pursuant to
Rule 457(h) on the basis of the average of the high and low prices of Ben &
Jerry's Homemade, Inc., Common Stock reported on the Nasdaq National Market
System on November 16, 1995.
(2) The registration fee consists of (a) $491.82 payable in respect of 146,812
shares subject to options at an exercise price of $16.75, plus (b) $389.16
payable in respect of 180,000 shares subject to outstanding options at an
exercise price of $10.81, plus (c) $21.26 payable in respect of 10,000 shares
subject to outstanding options at an exercise price of $10.63, plus (d) $70.00
payable in respect of 25,000 shares subject to outstanding options at an
exercise price of $14.00, plus (e) $95.00 payable in respect of 25,000 shares
subject to outstanding options at an exercise price of $19.00 plus (f) $1543.75
payable in respect of 475,000 shares at an assumed exercise price of $16.25 per
share not yet subject to outstanding options on the date hereof.
The date of this Registration Statement is November 17, 1995
Exhibit Index on Page 9<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the 1985 Stock Option Plan and the 1995
Equity Incentive Plan information required by Item 1 of this Form S-8 and the
statement of availability of registrant information, and other information
required by Item 2 of this Form will be sent or given to eligible employees as
specified by Rule 428. In accordance with Rule 428 and the requirements of Part
I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission ("Commission") either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. The
registrant shall maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the registrant shall furnish to the
Commission or its staff a copy or copies of all of the documents included in
such file.<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates the following documents herein by
reference:
(a) The Registrant's latest annual report on Form 10-K, filed pursuant to
Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 (the
"Exchange Act"), or the latest prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933 (the "Act") contains, either directly or
indirectly or by incorporation by reference, audited financial statements
for the Company's latest fiscal year for which such statements have been
filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the registrant referred to
in (a) above.
(c) The descriptions of the Registrant's Class A Common Stock and Class B
Common Stock contained in the Company's Registration Statements, filed
pursuant to Section 12 of the Exchange Act including any amendment or
report filed for the purpose of updating such descriptions.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15 of the Exchange Act prior to the filing of a post-effective
amendment to this Registration Statement that indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
shall be deemed incorporated herein by reference from the date of filing of such
documents.
Item 4. Description of Securities.
Not required.
Item 5. Interests of Named Experts and Counsel.
No material interests.
Item 6. Indemnification of Directors and Officers.
Ben & Jerry's Homemade, Inc. (the "Company") is a Vermont Corporation. The
Vermont Business Corporation Act, which became effective January 1, 1994,
authorizes the inclusion in the Articles of Incorporation of Vermont business
corporations of a provision eliminating or limiting, with certain specified
exceptions, the liability of the directors to the Corporation or its
shareholders for money damages. The Company's Articles of Incorporation, as
amended, provide that no director of the Corporation shall be personally liable
to the corporation or its stockholders for money damages for any action taken,
solely as a director, based on a failure to discharge his or her own duties in
accordance with Section 8.30 (entitled "General Standards for Directors") of the
Vermont Business Corporation Act, except for: (i) the amount of financial
benefit received by a director to which the director is not entitled; (ii) an
intentional or reckless infliction of harm on the Corporation or the
shareholders; (iii) a violation of Section 8.33 (entitled "Liability for
Unlawful Distributions; Statute of Limitations") of the Vermont Business
Corporation Act; or (iv) an intentional or reckless criminal act. The foregoing
additional provisions shall not be construed in any way so as to impose or
create any duty or liability.
The Vermont Business Corporation Act further provides that a corporation
may indemnify any director or officer or former director or officer of the
corporation, or any person who may have served at its request as a director or
officer of another corporation in which it owns shares of capital stock or of
which it is a creditor, against expenses actually and reasonably incurred by him
in connection with the defense of any action, suit or proceeding, civil or
criminal, in which he is made a party by reason of being or having been such
director or officer, except in relation to matters as to which he shall be
adjudged in such action, suit or proceeding to be liable for gross negligence or
misconduct in the performance of a duty to the corporation; and to make any
other indemnification that shall be authorized by the articles of association or
bylaws, or resolution adopted after notice by the members entitled to vote. A
corporation may indemnify an officer or director against liability incurred in a
proceeding if: (1) the officer or director conducted himself or herself in good
faith; and (2) the officer or director reasonably believed: (A) in the case of
conduct in the officer's or director's official capacity with the corporation,
that the officer's or director's conduct was in its best interests; and (B) in
all other cases, that the officer's or director's conduct was at least not
opposed to its best interests; and (3) in the case of any proceeding brought by
a governmental entity, the officer or director had no reasonable cause to
believe his or her conduct was unlawful, and the officer or director is not
financially found to have engaged in a reckless or intentional unlawful act. A
corporation may not indemnify an officer or director (1) in connection with a
proceeding by or in the right of the corporation in which the officer or
director was adjudged liable to the corporation; or (2) in connection with any
other proceeding charging improper personal benefit to the officer or director,
whether or not involving action in the officer's or director's official
capacity, in which the officer or director was adjudged liable on the basis that
personal benefit was improperly received by the officer or director. A
corporation shall indemnify an officer or director who was wholly successful, on
the merits or otherwise, in the defense of any proceeding to which the director
was a party because the director is or was a director of the corporation against
reasonable expenses incurred by the director in connection with the proceeding.
Indemnification is limited under the Vermont Business Corporation Act to
reasonable expenses incurred in connection with a proceeding.
Article VII of the Company's By-laws provides that the Company shall
indemnify an officer or director against liability incurred in a proceeding if:
(1) the officer or director conducted himself or herself in good faith; and (2)
the officer or director reasonably believed: (A) in the case of conduct in the
officer's or director's official capacity with the Compzny, that the officer's
or director's conduct was in its best interests; and (B) in all other cases,
that the officer's or director's conduct was at least not opposed to its best
interests; and (3) in the case of any proceeding brought by a governmental
entity, the officer or director had no reasonable cause to believe his or her<PAGE>
conduct was unlawful, and the officer or director is not financially found to
have engaged in a reckless or intentional unlawful act. The termination of a
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent is not, of itself, determinative that the officer
or director did not meet the standard of conduct described above. The Company
may not indemnify an officer or director (1) in connection with a proceeding by
or in the right of the Company in which the officer or director was adjudged
liable to the Company; or (2) in connection with any other proceeding charging
improper personal benefit to the officer or director, whether or not involving
action in the officer's or director's official capacity, in which the officer or
director was adjudged liable on the basis that personal benefit was improperly
received by the officer or director. Article VII of the Company's By-laws
provides further that the Company shall indemnify an officer or director who was
wholly successful, on the merits or otherwise, in the defense of any proceeding
to which the director was a party because the director is or was a director of
the Company against reasonable expenses incurred by the officer or director in
connection with the proceeding. Indemnification is limited to reasonable
expenses (including reasonable attorneys' fees) incurred in connection with a
proceeding.
Article VII of the Company's By-laws also provides that the Company shall
have power to purchase and maintain insurance on behalf of any officer or
director against liability asserted against or incurred by him or her in that
capacity or arising out of his or her status as such, whether or not the Company
would have power to indemnify him or or her against such liability under the
provisions of the Company's By-laws or of the Vermont Business Corporation Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 1985 Stock Option Plan (filed as Exhibit 10.21 to the Company's Annual
Report on Form 10-K for the year ended December 30, 1989 and incorporated
herein by reference).
4.2 1994 Amendment to 1985 Stock Option Plan (filed as Exhibit 10.21.1 to the
Company's Annual Report on Form 10-K for the year ended December 31, 1994
and incorporated herein by reference).
4.3 1995 Equity Incentive Plan (filed as Exhibit 10.29 to the Company's
Quarterly Report on Form 10-Q for the period ended July 1, 1995 and
incorporated herein by reference).
4.4 Articles of Association, as amended, of the Company (filed with the
Securities and Exchange Commission as Exhibit 3.1 and 3.1.1 to the
Company's Registration Statement on Form-1 (File No. 33-284) and
incorporated herein by reference).
4.5 Amendment to Articles of Association on June 27, 1987 (filed as Exhibit 1
to the Company's Quarterly Report on Form 10-Q for the period ended June
30, 1987 and incorporated herein by reference).<PAGE>
4.6 Amendment to Articles of Association on September 7, 1993 (filed as Exhibit
1 to the Company's Quarterly Report on Form 10-Q for the period ended June
26, 1993 and incorporated herein by reference).
4.7 Amendment to Articles of Association on June 24, 1995 (filed as Exhibit 2
to the Company's Quarterly Report on Form 10-Q for the period ended July 1,
1995 and incorporated herein by reference).
4.8 By-laws, as amended through June 24, 1995 (filed as Exhibit 3.2.2 to the
Company's Quarterly Report on Form 10-Q for the period ended September 30,
1995 and incorporated herein by reference).
5.1 Opinion of Downs Rachlin & Martin.
5.2 Opinion of Ropes & Gray.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Downs Rachlin & Martin is contained in its opinion filed as
Exhibit 5.1 hereto.
23.3 Consent of Ropes & Gray is contained in its opinion filed as Exhibit 5.2
hereto.
24 Powers of Attorney _ See signature page of this Registration Statement.
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, (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, and (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) shall 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 Exchange Act 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 bona
fide offering thereof; and
(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 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
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(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 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.<PAGE>
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 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Waterbury, State of
Vermont, on November 17, 1995.
BEN & JERRY'S HOMEMADE, INC.
By:/s/Robert Holland, Jr.
Robert Holland, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Robert
Holland, Jr. and Frances Rathke, and each of them singly, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement on Form S-8 to be filed by Ben & Jerry's Homemade, Inc., and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission making such changes in
this Registration Statement as the person(s) so acting deems appropriate, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to
the requirements of the Securities Act of 1933, as amended, this Registration
Statement on Form S-8 has been signed below by the following persons in the
capacities indicated.
Signature Capacity Date
/s/Robert Holland, Jr. President and Chief Executive
Officer, Director November 17, 1995
Robert Holland, Jr. (Principal Executive Officer)
/s/Frances Rathke Chief Financial Officer November 17, 1995
Frances Rathke (Principal Financial and Accounting Officer)
/s/Elizabeth Bankowski Director November 17, 1995
Elizabeth Bankowski
/s/Merritt C. Chandler Director November 17, 1995
Merritt C. Chandler
/s/Bennett R. Cohen Director November 17, 1995
Bennett R. Cohen<PAGE>
/s/Jeffrey Furman Director November 17, 1995
Jeffrey Furman<PAGE>
/s/Jerry Greenfield Director November 17, 1995
Jerry Greenfield
/s/Fred E. Lager Director November 17, 1995
Fred E. Lager
/s/Frederick A. Miller Director November 17, 1995
Frederick A. Miller
/s/Henry Morgan Director November 17, 1995
Henry Morgan
EXHIBIT INDEX
NumberTitle of Exhibit
4.1 1985 Stock Option Plan (filed as Exhibit 10.21 to the Company's Annual
Report on Form 10-K for the year ended December 30, 1989 and incorporated
herein by reference).
4.2 1994 Amendment to 1985 Stock Option Plan (filed as Exhibit 10.21.1 to the
Company's Annual Report on Form 10-K for the year ended December 31, 1994
and incorporated herein by reference).
4.3 1995 Equity Incentive Plan (filed as Exhibit 10.29 to the Company's
Quarterly Report on Form 10-Q for the period ended July 1, 1995 and incorporated
herein by reference).
4.4 Articles of Association, as amended, of the Company (filed with the
Securities and Exchange Commission as Exhibit 3.1 and 3.1.1 to the Company's
Registration Statement on Form-1 (File No. 33-284) and incorporated herein by
reference).
4.5Amendment to Articles of Association on June 27, 1987 (filed as Exhibit 1 to
the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1987
and incorporated herein by reference).
4.6Amendment to Articles of Association on September 7, 1993 (filed as Exhibit 1
to the Company's Quarterly Report on Form 10-Q for the period ended June 26,
1993 and incorporated herein by reference).
4.7Amendment to Articles of Association on June 24, 1995 (filed as Exhibit 2 to
the Company's Quarterly Report on Form 10-Q for the period ended July 1, 1995
and incorporated herein by reference).
4.8By-laws, as amended through June 24, 1995 (filed as Exhibit 3.2.2 to the
Company's Quarterly Report on Form 10-Q for the period ended September 30, 1995
and incorporated herein by reference).
5.1Opinion of Downs Rachlin & Martin.
5.2Opinion of Ropes & Gray.
23.1Consent of Ernst & Young LLP.
23.2Consent of Downs Rachlin & Martin is contained in its opinion filed as
Exhibit 5.1 hereto.
23.3Consent of Ropes & Gray is contained in its opinion filed as Exhibit 5.2
hereto.
24Powers of Attorney _ See signature page of this Registration Statement.<PAGE>
DOWNS RACHLIN & MARTIN, PC
COURTHOUSE PLAZA
199 MAIN STREET
BURLINGTON, VT 05401-0190
Exhibit 5.1
November 17, 1995
Ben & Jerry's Homemade, Inc.
Duxtown Commercial Plaza
Junction of Rts. 2 and 100
Waterbury, VT 05676
Ladies and Gentlemen:
This opinion is furnished to you in connection with a
registration statement on Form S-8 and all exhibits thereto (the
_Registration Statement_), filed with the Securities Exchange
Commission (the _Commission_) under the Securities Act of 1933,
as amended, for the registration of 886,812 shares of Class a
Common Stock, $0.033 par value (the _Shares_), of Ben & Jerry's
Homemade, Inc. (the _Company_). The Shares are to be sold
pursuant to the Company's 1985 Stock Option Plan and 1995 Equity
Incentive Plan (the _Plans_).
For purposes of this opinion we have examined and relied upon the
Registration Statement and copies of the Plans and such other
documents as we deemed appropriate.
For purposes of our opinion, we have assumed that (I) any
consideration received by the Company upon the issuance or
exercise of any award granted under the Plan will at least be
equal to the par value of the Shares issuable upon the exercise
of any stock options or subject to any other award, (ii) the
number of shares to be issued upon any such exercise or issuance,
together with the total number of shares of the Company's Common
Stock previously outstanding, will not exceed the authorized
number of shares of Common Stock specified in the Company's
Articles of Association as then in effect, and (iii) upon
issuance of the Shares, the Company will deliver certificates or
otherwise reflect the issuance in its stock records.
Based upon the foregoing, we are of the opinion that the Shares
have been duly authorized and, when the Shares have been issued
and sold and consideration received therefor by the Company in
accordance with the terms of the Plans, will be validly issued,
fully paid and non-assessable.
We hereby consent to your filing of this opinion as an exhibit to
the Registration Statement.<PAGE>
Very truly yours,
DOWNS RACHLIN & MARTIN
By: /s/Priscilla K. Reidinger
Priscilla K. Reidinger<PAGE>
Exhibit 5.2
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2624
(617) 951-7000
TELECOPIER: (617) 951-7000
November 17, 1995
Ben & Jerry's Homemade, Inc.
Duxtown Commercial Plaza
Junction of Rts. 2 and 100
Waterbury, Vermont 05676
Gentlemen:
This opinion is furnished to you in connection with a
registration statement on Form S-8 and all exhibits thereto (the
_Registration Statement_), filed with the Securities and Exchange
Commission (the _Commission_) under the Securities Act of 1933,
as amended, for the registration of 886,812 shares of Class A
Common Stock, $0.033 par value (the _Shares_), of Ben & Jerry's
Homemade, Inc. (the _Company_). The Shares are to be sold
pursuant to the Company's 1985 Stock Option Plan and 1995 Equity
Incentive Plan (the _Plans_).
We have acted as counsel for the Company and are familiar
with the actions taken by the Company in connection with the
Plans. For purposes of this opinion we have examined and relied
upon the Registration Statement, copies of the Plans and such
other documents as we deem appropriate. We have relied with
respect to matters governed by the laws of the State of Vermont
other than the securities laws of the State of Vermont upon the
opinion to us of Downs Rachlin & Martin. Said opinion is
satisfactory in form and scope, and although we have made no
independent investigation of such matters, we are of the opinion
that you and we may properly rely thereon as to all matters
covered thereby.
For purposes of our opinion, we have assumed that (I) any
consideration received by the Company upon the issuance or
exercise of any award granted under the plan will at least be
equal to the par value of the Shares issuable upon the exercise
of any stock options or subject to any other award, and (ii) the
number of shares to be issued upon any such exercise or issuance,
together with the total number of shares of the Company's Common
Stock previously outstanding, will not exceed the authorized
number of shares of Common Stock specified in the Company's
Article of Association as then in effect.
Based upon the foregoing, we are of the opinion that the<PAGE>
Shares have been duly authorized and, when the Shares have been
issued and sold and consideration received therefor by the
Company in accordance with the terms of the Plans, will be
validly issued, fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit
to the Registration Statement.
Very truly yours,
Ropes & Gray <PAGE>
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to the 1985 Stock Option Plan and the 1995 Equity
Incentive Plan of Ben & Jerry's Homemade, Inc. of our report dated March 3,
1995, with respect to the consolidated financial statements and schedule of Ben
& Jerry's Homemade, Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 1994, filed with the Securities and Exchange Commission.
Boston, Massachusetts Ernst & Young LLP
November 17, 1995 <PAGE>
Exhibit 24
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Robert Holland, Jr. and Frances Rathke, and each of them
singly, his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
Registration Statement on Form S-8 to be filed by Ben & Jerry's
Homemade, Inc., and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities
and Exchange Commission making such changes in this Registration
Statement as the person(s) so acting deems appropriate, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done
by virtue hereof. Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement on Form S-8
has been signed below by the following persons in the capacities
indicated.
Signature Capacity Date
/s/Robert Holland, Jr. President and Chief Executive
Officer, Director November 17, 1995
Robert Holland, Jr. (Principal Executive Officer)
/s/Frances Rathke Chief Financial Officer November 17, 1995
Frances Rathke (Principal Financial and Accounting Officer)
/s/Elizabeth Bankowski Director November 17, 1995
Elizabeth Bankowski
/s/Merritt C. Chandler Director November 17, 1995
Merritt C. Chandler
/s/Bennett R. Cohen Director November 17, 1995
Bennett R. Cohen
/s/Jeffrey Furman Director November 17, 1995
Jeffrey Furman<PAGE>
/s/Jerry Greenfield Director November 17, 1995
Jerry Greenfield
/s/Fred E. Lager Director November 17, 1995
Fred E. Lager
/s/Frederick A. Miller Director November 17, 1995
Frederick A. Miller
/s/Henry Morgan Director November 17, 1995
Henry Morgan<PAGE>
