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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Delta Computec Inc.
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(Name of Issuer)
Common Shares; May 1995 Option Agreement;
October 1992 Option Agreement
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(Title of Class of Securities)
247509 10 2
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(CUSIP Number)
Edwin M. Larkin
Jaeckle Fleischmann & Mugel, LLP
Suite 460 39 State Street, Rochester, New York 14614
(716) 262-3640
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 19, 1997
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(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 13 Pages
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SCHEDULE 13D
CUSIP No. 247509 10 2 Page 2 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph M. Lobozzo II
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 6295113
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 435,000
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 6295113
10 SHARED DISPOSITIVE POWER
435,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6730113
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.87%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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SCHEDULE 13D
CUSIP No. 247509 10 2 Page 3 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joanne M. Lobozzo
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 5,815,112
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 5,815,112
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,815,112
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.86%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Schedule 13D
Item 1. Security and Issuer
Classes of Equity Securities to which this Statement relates.
a. Common Shares, $.01 par value ("Common Shares").
b. May 1995 Stock Option Agreement (as amended and restated, the "May
1995 Option Agreement"), copies of which are incorporated by reference from a
Form 8-K Current Report of the Issuer dated February 20, 1997, as Exhibit A
(Joseph Lobozzo), and Exhibit B (Joanne Lobozzo), hereto.
c. October 1992 Stock Option Agreement (as amended and restated, the
"October 1992 Option Agreement"), copies of which are incorporated by reference
from a Form 8-K Current Report of the Issuer dated February 20, 1997, as Exhibit
C (Joseph Lobozzo) and Exhibit D (Joanne Lobozzo), hereto.
Principal Executive Offices of the Issuer.
The principal executive office of the Issuer is located at: 366 White
Spruce Boulevard, Rochester, New York 14623. The Issuer also maintains an
office for the conduct of business at 900 Huyler Street, Teterboro, New Jersey
07608.
Item 2. Identity and Background.
Reporting Person No. 1
(a) Joseph M. Lobozzo II
(b) c/o JML Optical Industries, Inc.
690 Portland Avenue
Rochester, NY 14621
(c) President, director and principal shareholder of
JML Optical Industries, Inc.
(d) No Convictions
(e) No Violations
(f) U.S. Citizenship
Page 4 of 13 Pages
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Reporting Person No. 2
(a) Joanne M. Lobozzo
(b) 756 Rock Beach Road
Rochester, NY 14617
(c) Housewife
(d) No Convictions
(e) No Violations
(f) U.S. Citizenship
JML Optical Industries, Inc.
Name: JML Optical Industries, Inc.
690 Portland Avenue
Rochester, New York 14620
State of
Organization: New York
Principal Business: Lens Coating and sale of other optical products
and related items.
Address of its 690 Portland Avenue
principal office: Rochester, NY 14621
(d) No Convictions
(e) No Violations
Item 3. Source and Amount of Funds or Other Consideration.
Personal funds were used to acquire all securities of Issuer currently
held by Reporting Person, Joseph M. Lobozzo II ("Joseph Lobozzo"), by Reporting
Person, Joanne M. Lobozzo ("Joanne Lobozzo" and the Spouse of Joseph Lobozzo),
and by JML Optical Industries, Inc. ("JML", with which Joseph Lobozzo is
affiliated).
Item 4. Purpose of Transaction.
(a) On December 30, 1996, Joseph Lobozzo gave the following Common
Shares to family members: 74,875 Common Shares to Joanne Lobozzo; 200,000
Common Shares to Jeanna M. Leggiadro (daughter of Joseph Lobozzo and Joanne
Lobozzo); 200,000 Common Shares to Jodi M. Lobozzo (daughter of Joseph Lobozzo
and Joanne Lobozzo); and 200,000 Common Shares to Joseph M. Lobozzo III
(son of Joseph
Page 5 of 13 Pages
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Lobozzo and Joanne Lobozzo). On the same date, Joseph Lobozzo made sales of the
following Common Shares: John DiProsa, 635,000 Common Shares; Alfred C. and
Christie Engelfried, 50,000 Common Shares; Michael and Elaine McCusker, 25,000
Common Shares; Michael and Mary Elizabeth Julian, 25,000 Common Shares and Edwin
M. Larkin, 15,000 Common Shares. All transactions were at a value of $.04 per
share.
(b) In May, 1995, as part of a letter agreement (the "May 1995 Letter
Agreement"), among Joseph Lobozzo, the Issuer and National Canada Finance Corp.
("NCFC"), the Issuer's then commercial lender, Joseph Lobozzo agreed to provide
the Issuer with $400,000 of additional financing as part of an Overadvance
Facility provided to the Issuer by Joseph Lobozzo and NCFC (the "Lobozzo
Commitment"). The May 1995 Letter Agreement and additional documents are
annexed to the Issuer's Form 8-K Current Report dated May 4, 1995, and are
incorporated herein by reference as Exhibit M. At the same time that the May
1995 Letter Agreement was entered into, the Issuer granted to Joseph Lobozzo the
May 1995 Option Agreement (included as a part of the May 1995 letter agreement
and annexed to the May 4, 1995 Form 8-K Current Report) which entitled Joseph
Lobozzo to acquire up to 11,440,475 Common Shares of the Issuer upon payment of
an aggregate of $10.00. Joseph Lobozzo, Joanne Lobozzo and the Issuer
subsequently executed an Option Transfer Document dated February 19, 1997, a
copy of which is incorporated by reference from a Form 8-K Current Report of the
Issuer dated February 20, 1997, as Exhibit E hereto, pursuant to which Joseph
Lobozzo transferred to Joanne Lobozzo approximately half of Joseph Lobozzo's
option to purchase up to 11,440,475 Common Shares pursuant to the May 1995
Option Agreement, which transfer consisted of a transfer to Joanne Lobozzo of an
option to purchase 5,720,237 Common Shares, while retaining for Joseph Lobozzo
an option to purchase 5,720,238 Common Shares. The 5,720,238 and 5,720,237
Common Shares were issued on February 21, 1997, pursuant to an Option Exercise
Document, a copy of which is incorporated by reference from a Form 8-K Current
Report of the Issuer dated February 20, 1997, as Exhibit F hereto, upon payment
of an aggregate of $10.00. As a result of the exercise of the May 1995 Option
Agreement, the Issuer considered, in view of the other holding of securities of
the Issuer as set forth herein, that Joanne Lobozzo became a control person of
the Issuer. The issuance of the 11,440,475 Common Shares, and the change of
control of the Issuer, were disclosed in a Form 8-K Current Report of the Issuer
dated February 20, 1997. As a result of the exercise of the May 1995 Option
Agreement, the number of issued and outstanding Common Shares of the Issuer
increased from 6,811,575 Common Shares to 18,252,050 Common Shares. The May
1995 Option Agreement ceased to exist as an equity security of the Issuer
following its exercise and cancellation, and the issuance of the aggregate of
11,440,475 Common Shares to Joseph Lobozzo and Joanne Lobozzo.
(c) Joseph Lobozzo, Joanne Lobozzo and the Issuer executed a Securities
Transfer Document dated January 13, 1997, a copy of
Page 6 of 13 Pages
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which is incorporated by reference from a Form 8-K Current Report of the Issuer
dated February 20, 1997, as Exhibit G hereto, whereby Joseph Lobozzo transferred
to Joanne Lobozzo half of Joseph Lobozzo's October 1992 Option Agreement to
purchase up to 1,304,350 Common Shares, which transfer consisted of a transfer
to Joanne Lobozzo of an option to purchase 652,175 Common Shares, while
retaining for Joseph Lobozzo an option to purchase an additional 652,175 Common
Shares.
(d) By a document entitled Amendment No. 3 dated February 19, 1997
("Amendment No. 3"), to an Amended and Restated Credit Agreement and Other
Agreements (the "October 1996 Credit Agreement", which constituted one of the
documents whereby the Issuer restructured its lending relationship with NCFC
[the "NCFC Restructuring"] as described in a Form 8-K Current Report of the
Issuer dated October 24, 1996), the Issuer and Joseph Lobozzo agreed to amend
certain loan documents between the Issuer and Lobozzo. A copy of Amendment No. 3
is incorporated by reference from a Form 8-K Current Report of the Issuer dated
February 20, 1997, as Exhibit H hereto. Amendment No. 3 provides that half of
the following debt obligations of the Issuer (and certain subsidiaries of the
Issuer) to Joseph Lobozzo, were transferred by Joseph Lobozzo to Joanne Lobozzo,
such that, following the transfer, Joanne Lobozzo held the following amounts of
each debt security: (a) the 8% Subordinated Debenture issued October 28, 1992,
as amended ("Lobozzo Subordinated Debenture"), in the original face amount of
$600,001, of which Joanne Lobozzo now owns $300,000.50; (b) the Lobozzo
Commitment, whereby, pursuant to the May 1995 Letter Agreement Joseph Lobozzo
agreed to provide up to $400,000 of an Overadvance Facility, of which Joanne
Lobozzo now owns $200,000; (c) the additional advances made by Joseph Lobozzo to
the Issuer between July 25, 1996, and October 9, 1996 ("1996 Additional Lobozzo
Advances"), in the aggregate amount of $633,600, of which Joanne Lobozzo now
owns $316,800; (d) the October 1996 Credit Agreement, whereby Joseph Lobozzo
agreed to provide the Issuer with up to $2,550,000 of loans, of which Joanne
Lobozzo now owns up to $1,275,000; and (e) the Overbase Loans ("Overbase
Loans"), defined as follows: the amount of Loans permitted under the October
1996 Credit Agreement, as outstanding from time to time, which may ever exceed
the amount of Loans which would otherwise be permitted by the Borrowing Base (as
capitalized terms are defined in the October 1996 Credit Agreement). Copies of
the Second Amended and Restated 8% Subordinated Debenture due January 31, 1998
are incorporated by reference from a Form 8-K Current Report of the Issuer dated
February 20, 1997, as Exhibits I (Joseph Lobozzo) and J (Joanne Lobozzo)
hereto. A copy of the First Amended and Restated Promissory Note issued by the
Issuer to Joseph Lobozzo and Joanne Lobozzo as Payee is incorporated by
reference from a Form 8-K Current Report of the Issuer dated February 20, 1997,
as Exhibit K hereto.
Page 7 of 13 Pages
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(e) By the Securities Transfer Document (Exhibit G), Joseph Lobozzo
also agreed to transfer to Joanne Lobozzo half of the October 1992 Option
Agreement (See Exhibits C and D), which, as later amended, entitled Joseph
Lobozzo to purchase up to 1,304,350 Common Shares of the Issuer through January
31, 1998, at $.46 per share. As a result of the transfer, Joanne Lobozzo now
holds an Second Amended and Restated October 1992 Option Agreement which
entitles her to purchase up to 652,175 Common Shares while retaining for Joseph
Lobozzo the right to purchase 652,175 Common Shares.
(f) By the Securities Transfer Document (Exhibit G), Joanne Lobozzo
agreed with Joseph Lobozzo to fulfill half of Joseph Lobozzo's pledge
obligations pursuant to a Pledge Security Agreement between Lobozzo and NCFC
dated October 10, 1996 (the "Pledge Security Agreement"), issued as part of the
NCFC Restructuring. The Pledge Security Agreement is incorporated by reference
from the Issuer's Form 8-K Current Report dated October 24, 1996, as Exhibit L
hereto. Pursuant to the Pledge Security Agreement, Joseph Lobozzo pledged to
NCFC 480,000 Common Shares of the Issuer registered in Joseph Lobozzo's name
(the "Pledged Shares"), and, under certain circumstances if there is a default
under the $750,000 Amended and Restated Term Promissory Note from the Issuer to
NCFC dated October 10, 1996 (also part of the NCFC Restructuring), Joseph
Lobozzo agreed to assign to NCFC a portion of the Second Amended and Restated
May 1995 Option Agreement for the number of Common Shares of the Issuer which,
when added to the Pledged Shares, would give NCFC the right to 17 1/2% of the
issued and outstanding Common Shares of the Issuer. Pursuant to the Securities
Transfer Document, Joanne Lobozzo agreed to fulfill half of Joseph Lobozzo's
obligations to NCFC pursuant to the Pledge Security Agreement (whether or not
Joanne Lobozzo had exercised her portion of the Second Restated and Amended May
1995 Option Agreement), and Joseph Lobozzo agree to transfer to Joanne Lobozzo
half of the Pledged Shares which Joseph Lobozzo ever receives back from NCFC.
All of the securities of the Issuer to which reference is made in
paragraphs (a) through (f) above, held by each Reporting Person, are held for
investment purposes.
Reporting Persons Joseph Lobozzo and Joanne Lobozzo are currently the
principal lender to the Issuer pursuant to the October 1996 Credit Agreement, as
amended and restated.
Reporting Persons Joseph Lobozzo and Joanne Lobozzo are each deemed to be
control persons of the Issuer. Neither Joseph Lobozzo nor Joanne Lobozzo have
any plans or proposals at this time to: (i) acquire additional securities of the
Issuer (subject to their right to exercise the October 1992 Stock Option); (ii)
cause an extraordinary corporate transaction; (iii) sell or transfer a material
amount of the assets of the Issuer or any of its subsidiaries; (iv) change the
present board of directors or
Page 8 of 13 Pages
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management of the Issuer; (v) change the capitalization (except as set forth in
subparagraph (vii), below, and except to the extent of the exercise of the
October 1992 Stock Option) or dividend policy of the Issuer; (vi) make a
material change in the Issuer's business or corporate structure; (vii) change
the Issuer's charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Issuer by any person,
except to propose an increase of the capitalization of the Issuer at the next
shareholder meeting of the Issuer to enable the Issuer to comply with its
obligations, under certain circumstances, to issue additional equity securities
to NCFC pursuant to the October 1996 NCFC Restructuring; (viii) cause any
delisting or ceasing the authority to quote the Issuer's securities (except to
note that in 1995, the Issuer's Common Shares were delisted from trading by the
NASD); (ix) terminate a registration pursuant to Section 12(g)(4) of the Act; or
(x) take any action similar to those enumerated above.
Item 5. Interest in Securities of Issuer
(a) The aggregate number of and percentage of the classes of securities
identified pursuant to Item 1 which are beneficially owned by each person named
in Item 2 are as follows:
Joseph M. Lobozzo holds: (i) 6,730,113 Common Shares of the Issuer, of
which 480,000 Common Shares, the Pledged Shares, are pledged to NCFC, and
435,000 Common Shares are owned by JML. The 6,730,113 Common Shares constitute
36.87% of the currently issued and outstanding 18,252,050 Common Shares of the
Issuer; and (ii) a Second Amended and Restated October 1992 Option Agreement to
purchase 652,175 Common Shares (Exhibit C), constituting 50% of the existing
Second Amended and Restated October 1992 Option Agreements. Since the exercise
of the May 1995 Option Agreements (Exhibits A and B), those agreements have been
cancelled and are no longer outstanding. Joseph Lobozzo has sole voting and
investment power with respect to the securities held in his name. Upon any
exercise of all existing October 1992 Option Agreements (Exhibits C and D) by
Joseph Lobozzo and Joanne Lobozzo, an additional, 1,304,350 Common Shares would
be issued and outstanding (making an aggregate of 19,556,400 Common Shares
outstanding) of which Joseph Lobozzo would own 7,382,288 Common Shares, or
37.75%.
Joanne M. Lobozzo holds: (i) 5,815,112 Common Shares of the Issuer. The
5,815,112 Common Shares constitute 31.86% of the currently issued and
outstanding 18,252,050 Common Shares of the Issuer; and (ii) a Second Amended
and Restated October 1992 Option Agreement to purchase 652,175 Common Shares
(Exhibit D), constituting 50% of the existing Second Amended and Restated
October 1992 Option Agreements. Since the exercise of the May 1995 Option
Agreements, those agreements have been cancelled and are no longer outstanding.
Joanne Lobozzo has sole voting and investment power with respect to the
securities held in her name.
Page 9 of 13 Pages
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Upon any exercise of all existing October 1992 Option Agreements (Exhibits C
and D) by Joseph Lobozzo and Joanne Lobozzo, an additional, 1,304,350 Common
Shares would be issued and outstanding (making an aggregate of 19,556,400 Common
Shares outstanding) of which Joanne Lobozzo would own 6,467,287 Common Shares,
or 33.07%.
JML holds 435,000 Common Shares of the Issuer. The 435,000 Common Shares
constitute 2.4% of the issued and outstanding 18,252,050 Common Shares of the
Issuer. Joseph Lobozzo can be considered to have voting and investment power
with regard to these securities owned by JML.
Jeanna M. Leggiadro (daughter of Joseph Lobozzo and Joanne Lobozzo),
Jodi M. Lobozzo (daughter of Joseph Lobozzo and Joanne Lobozzo), and Joseph M.
Lobozzo III (son of Joseph Lobozzo and Joanne Lobozzo) each own 300,000 Common
Shares of the Issuer (an aggregate of 900,000 Common Shares), constituting, in
the aggregate 4.93% of the issued and outstanding 18,252,050 Common Shares of
the Issuer. Joseph Lobozzo and Joanne Lobozzo disclaim beneficial ownership
with respect to any of the securities of the Issuer held by their children.
(c) Transactions within the last 60 days and since the filing of the
most recent Schedule 13D have been described above.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
securities to which reference is made in this Schedule 13D, except: (i) for the
possible right, as described herein and in the Pledge Security Agreement, of
NCFC under certain circumstances to which reference is made in the Pledge
Security Agreement to require Joseph Lobozzo to provide NCFC with securities
which, when added to the 480,000 Pledged Shares, would entitle NCFC to hold 17
1/2% of the then issued and outstanding Common Shares of the Issuer, and except
for the obligations, as described in the Securities Transfer Document; (ii) for
Joseph Lobozzo to transfer certain of the Pledged Shares to Joanne Lobozzo under
certain circumstances; and (iii) for Joanne Lobozzo to fulfill half of Joseph
Lobozzo's pledge obligations to NCFC pursuant to the Pledge Security Agreement.
(e) Not applicable.
Item 6. Contracts, Agreements, Understandings or Relationships
with Respect to Securities of Issuer.
See the information provided, above, and the documents annexed hereto, or
incorporated herein by reference, including the Pledge Security Agreement.
Page 10 of 13 Pages
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Item 7. Material to be Filed as Exhibits.
Exhibit A - Second Amended and Restated May 1995 Option
Agreement (Joseph Lobozzo). (1)
Exhibit B - Second Amended and Restated May 1995 Option
Agreement (Joanne Lobozzo). (1)
Exhibit C - Second Amended and Restated October 1992
Option Agreement (Joseph Lobozzo). (1)
Exhibit D - Second Amended and Restated October 1992
Option Agreement (Joanne Lobozzo). (1)
Exhibit E - Option Transfer Document. (1)
Exhibit F - Option Exercise Document. (1)
Exhibit G - Securities Transfer Document. (1)
Exhibit H - Amendment No. 3 to Amended and Restated
Credit Agreement and Other Agreements. (1)
Exhibit I - Second Amended and Restated 8% Subordinated
Debenture due January 31, 1998 (Joseph Lobozzo). (1)
Exhibit J - Second Amended and Restated 8% Subordinated
Debenture due January 31, 1998 (Joanne Lobozzo). (1)
Exhibit K - First Amended and Restated Promissory Note. (1)
Exhibit L - Pledge Security Agreement. (2)
Exhibit M - May 1995 Letter Agreement. (3)
(1) Incorporated by Reference from Form 8-K Current Report of the Issuer dated
February 20, 1997.
(2) Incorporated by reference from Form 8-K Current Report of the Issuer dated
October 24, 1996.
(3) Incorporated by reference from Form 8-K Current Report of the Issuer dated
May 4, 1995.
Page 11 of 13 Pages
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Signature
This Statement is filed by Joseph M. Lobozzo II individually and on
behalf of Joanne M. Lobozzo, his wife (pursuant to a power of attorney already
on file with the Commission), and by JML Optical Industries, Inc.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
March 14, 1997 /s/ Joseph M. Lobozzo II
- -------------- ---------------------------------------
Date Joseph M. Lobozzo II, individually
and on behalf of Joanne M. Lobozzo
Name/Title
JML OPTICAL INDUSTRIES, INC.
By: /s/ Joseph M. Lobozzo
-----------------------------------
Name: Joseph M. Lobozzo
Title: President
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Page 12 of 13 Pages
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POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints MICHAEL JULIAN and JOSEPH M. LOBOZZO II, individually or collectively,
her true and lawful attorney-in-fact to:
1. execute for and on behalf of the undersigned Forms 3, 4 or 5 (including
any amendments thereto) in accordance with Section 16(a) and Schedule 13D
(including any amendments thereto) in accordance with Section 13 of the
Securities Exchange Act of 1934 and the rules thereunder;
2. do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete the execution of any such Form
3, 4 or 5 (including any amendments thereto) and/or Schedule 13D (including any
amendments thereto) and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority; and
3. take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in
his/her discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such attorney-in-fact
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
his/her substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming any of the
undersigned's responsibilities to comply with Section 13 or Section 16 of the
Securities Exchange Act of 1934.
The authority of said attorneys-in-fact shall continue until the
undersigned is no longer required to file Forms 3, 4 or 5 and/or Schedule 13D
with regard to the undersigned's ownership of or transactions in securities of
Delta Computec, Inc., unless earlier revoked in writing.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this __ day of December, 1992.
/s/ Joanne M. Lobozzo
----------------------------
Joanne M. Lobozzo
Page 13 of 13 Pages
