<PAGE> 1
As filed with the Securities and Exchange Commission on September 21, 1999
Registration Statement No. ______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE GOOD GUYS, INC.
(Exact name of issuer as specified in its charter)
Delaware 94-2366177
(State of Incorporation) (IRS Employer Identification Number)
7000 Marina Boulevard
Brisbane, California 94005-1030
Telephone: (650) 615-6000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Paul N. Erickson
The Good Guys, Inc.
7000 Marina Boulevard
Brisbane, California 95005-1030
Telephone: (650) 615-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Richard W. Canady, Esq.
Howard, Rice, Nemerovski, Canady, Falk & Rabkin
A Professional Corporation
Three Embarcadero Center, Suite 700
San Francisco, CA 94111
Telephone: (415) 434-1600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
<PAGE> 2
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------ --------------- ---------------- ----------------- --------------
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
SECURITIES TO BE REGISTERED MAXIMUM MAXIMUM REGISTRATION
REGISTERED OFFERING PRICE AGGREGATE FEE
PER SHARE OFFERING PRICE
- ------------------------ --------------- ---------------- ----------------- --------------
<S> <C> <C> <C> <C>
Common Stock, $.001 3,250,000 $5.375(1) $17,468,750(1) $4,857
par value
- ------------------------ --------------- ---------------- ----------------- --------------
Warrants to acquire
1,625,000 shares of
Common Stock, $.001
par value, and the
underlying shares of
Common Stock 1,625,000 $6.125(2) $9,953,125(2) $2,767
- ------------------------ --------------- ---------------- ----------------- --------------
Total $7,624
- ------------------------ --------------- ---------------- ----------------- --------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based upon the average of the high and low sale
prices per share of the registrant's common stock on September 15, 1999, as
reported on the Nasdaq National Market.
(2) Calculated based upon the warrant exercise price pursuant to Rule 457(g).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES
<PAGE> 3
ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE> 4
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
- ------------------------------------------------------------------
SUBJECT TO COMPLETION, September 21, 1999
THE GOOD GUYS, INC.
4,875,000 Shares of Common Stock
1,625,000 Warrants
This prospectus covers 4,875,000 shares of The Good Guys, Inc. common stock, par
value $.001 per share, which may be offered for sale by the Selling Shareholders
who have acquired such shares in transactions not involving a public offering,
including 1,625,000 shares which may be offered for sale by the Selling
Shareholders who may acquire such shares pursuant to the exercise of 1,625,000
warrants granted to the Selling Shareholders in the offering, and also covers
the sale of the warrants. The warrants provide for appropriate anti-dilutive
adjustments in the number of shares of common stock issuable upon their
exercise, and any additional shares of common stock issued pursuant to such
adjustments will also be shares whose resale is covered by this prospectus. We
are registering the shares and warrants under the Securities Act of 1933 on
behalf of the shareholders in order to permit the public sale or other
distribution of the shares and warrants.
The shares and warrants may be offered and sold from time to time by the
shareholders through ordinary brokerage transactions, in negotiated transactions
or otherwise, at market prices prevailing at the time of sale or at negotiated
prices. We will not realize any proceeds from the sale of the shares or warrants
by the shareholders.
Our common stock trades on the Nasdaq National Market under the symbol "GGUY."
On September 15, 1999, the last reported sale price of the common stock was
$5.375.
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<PAGE> 5
- ------------------------------------------------------------------
SEE NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS ON PAGE 5 FOR A
DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN
INVESTMENT IN THE SECURITIES OFFERED HEREBY.
- ------------------------------------------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THE SECURITIES TO BE ISSUED UNDER THIS
PROSPECTUS OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR ADEQUATE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS __________ __, 1999.
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY SELLING SHAREHOLDER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.
2
<PAGE> 6
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Where You Can Find More Information...................................................4
Note Regarding Forward-Looking Statements and Risk Factors............................5
The Company...........................................................................9
Use of Proceeds......................................................................10
Selling Shareholders.................................................................10
Plan of Distribution.................................................................12
Description of Capital Stock.........................................................14
Description of Warrants..............................................................14
Legal Matters........................................................................15
Experts..............................................................................15
</TABLE>
3
<PAGE> 7
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities Exchange Commission. You may read and copy any
document we file at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0300 for
further information on the public reference rooms. Our SEC filings are also
available to the public at the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and later information filed with the SEC will
update and supersede this information. We incorporate by reference the documents
listed below:
(a) Annual Report on Form 10-K for the year ended September 30, 1998;
(b) Quarterly Report on Form 10-Q for the three months ended December
31, 1998;
(c) Quarterly Report on Form 10-Q for the three months ended March 31,
1999;
(d) Quarterly Report on Form 10-Q for the three months June 30, 1999;
and
(e) Reports on Form 8-K filed on April 23, 1999, May 5, 1999, June 9,
1999, August 30, 1999 and September 15, 1999.
All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 after the date of this prospectus and prior to
the termination of the offering of the common stock and warrants offered hereby
shall be deemed to be incorporated by reference in this prospectus on the date
of filing such documents. Any statement contained in a document or information
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes of this prospectus to the extent that a
statement contained in this prospectus or in any subsequently filed document
that also is, or is deemed to be, incorporated by reference, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
prospectus.
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<PAGE> 8
The making of a modifying or superseding statement shall not be deemed an
admission that the modified or superseded statement, when made, constituted a
misrepresentation, an untrue statement of a material fact or an omission to
state a material fact that is required to be stated or that is necessary to make
a statement not misleading in light of the circumstances in which it was made.
We will furnish without charge to each person to whom this prospectus is
delivered, on the written or oral request of such person, a copy of any or all
of the documents incorporated herein by reference, except for the exhibits to
such documents. Request should be made to:
Vance R. Schram
Controller and Secretary
The Good Guys, Inc.
7000 Marina Boulevard
Brisbane, California 94005-1030
(650) 615-6000
NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS.
This prospectus and the documents incorporated in this prospectus by reference
may contain "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, and Section 21E of the Securities Exchange Act of
1934. Forward-looking statements are identified by words such as "believe,"
"anticipate," "expect," "intend," "plan," "will," "may" and other similar
expressions. In addition, any statements that refer to expectations, projections
or other characterizations of future events or circumstances are forward-looking
statements. These forward-looking statements reflect our current expectations
and are based upon currently available data. There are a variety of factors and
risks that could cause actual results experienced to differ materially from the
anticipated results or other expectations expressed in the forward-looking
statements or affect the decision to invest in our securities, including, but
not limited to those set forth in our Form 10-K Annual Report for the fiscal
year ended September 30, 1998 and the following:
WE HAVE RECENTLY EXPERIENCED OPERATING LOSSES AND INTEND TO INCUR RESTRUCTURING
CHARGES IN THE FOURTH QUARTER.
We have experienced operating losses for the fiscal year ended September 30,
1998 and for the nine months ended June 30, 1999 aggregating approximately $8.9
million and $13.7 million, respectively. Operating results in the fourth quarter
of
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<PAGE> 9
fiscal 1999 are expected to be worse than those for the third quarter. Further,
actions that we are taking will contribute to a substantial restructuring charge
in the fourth quarter. Although we believe we will be able to return to
profitability in fiscal 2000 if we are able to successfully implement the
turn-around strategy discussed later in this prospectus, there can be no
assurance the we will be able to do so. Failure to return to profitability could
have a material adverse effect on our relationships with our vendors and
lenders.
WE DEPEND ON KEY PERSONNEL.
Our success depends upon the active involvement of senior management personnel,
particularly Ronald Unkefer, our Chairman and Chief Executive Officer. The loss
of the full-time services of Ronald Unkefer or other members of senior
management could have a material adverse effect on our results of operations and
financial condition. Except for an employment contract with Ronald Unkefer and
severance agreements with our officers, we do not have employment agreements
with any members of our senior management team.
WE ARE SUBJECT TO COMPETITIVE RISKS.
The retail consumer electronics industry is highly competitive. We currently
compete against a diverse group of retailers, including several national and
regional large format merchandisers and superstores, such as Circuit City and
Best Buy. Those competitors sell, among other products, audio and video consumer
electronics products similar and often identical to those we sell. Certain of
these competitors have substantially greater financial resources than we have. A
number of different competitive factors could have a material adverse effect on
our results of operations and financial condition, including, but not limited
to:
- Increased operational efficiencies of competitors;
- Competitive pricing strategies;
- Expansion by existing competitors;
- Entry by new competitors into markets in which The Good Guys is
currently operating; and
- Adoption by existing competitors of innovative store formats or
retail sales methods.
OUR SALES FLUCTUATE SEASONALLY AND QUARTERLY.
Like many retailers, seasonal shopping patterns affect our business. The fourth
calendar quarter, which is our first fiscal quarter and which includes the
December
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<PAGE> 10
holiday shopping period, has historically contributed, and is expected to
continue to represent, a substantial portion of our operating income for the
entire fiscal year. As a result, any factors negatively affecting us during such
calendar quarter of any year, could have a material adverse effect on our
results of operations for the entire year. More generally, our quarterly results
of operations also may fluctuate based upon such factors as:
- Competition;
- General regional and national economic conditions;
- Changes in our product mix;
- Timing of promotional events;
- New product introductions; and
- Our ability to execute our business strategy effectively.
CHANGES IN CONSUMER DEMAND MAY LOWER OUR SALES OR PROFITS.
Our success depends on our ability to anticipate and respond in a timely manner
to consumer demand and preferences regarding audio and video consumer products
and changes in such demand and preferences. Consumer spending patterns,
particularly discretionary spending for products such as those we offer, are
affected by, among other things, prevailing economic conditions. In addition,
the periodic introduction and availability of new products and technologies at
price levels which generate wide consumer interest stimulate the demand for
audio and video consumer electronics products. Also, many products, which
incorporate the newest technologies, such as DVD and high-definition television,
are subject to significant technological and pricing limitations and to the
actions and cooperation of third parties such as television broadcasters or
movie distributors. It is possible that these products or other new products
will never achieve widespread consumer acceptance. Furthermore, the introduction
or expected introduction of new products or technologies may depress sales of
existing products and technologies. Significant deviations from the projected
demand for products we sell would have a materially adverse effect on our
results of operations and financial condition, either from lost sales or lower
margins due to the need to mark down excess inventory.
WE DEPEND ON OUR SUPPLIERS.
The success of our business and growth strategy depends to a significant degree
upon our maintaining a good relationship with our suppliers, particularly
brand-name suppliers of stereo and video equipment such as Sony, Mitsubishi,
JVC, and Panasonic. The loss of any of these key vendors or our failure to
establish and
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<PAGE> 11
maintain relationships with these or other vendors could have a material adverse
effect on our results of operations and financial condition.
WE DEPEND UPON FOREIGN VENDORS.
We purchase a significant portion of our inventory from overseas vendors,
particularly vendors headquartered in Japan. Changes in trade regulations,
currency fluctuations or other factors may increase the cost of items we
purchase from foreign vendors or create shortages of such items, which could in
turn have a material adverse effect on our results of operations and financial
condition. Conversely, significant reductions in the cost of such items in U.S.
dollars may cause a significant reduction in retail price levels of those
products and may limit or eliminate our ability to successfully differentiate
The Good Guys, Inc. from other competitors, thereby resulting in an adverse
effect on our sales, margin or competitive position.
SHARES ELIGIBLE FOR FUTURE SALE MAY AFFECT STOCK PRICE.
As of the date of this prospectus, we have outstanding stock options and
warrants to purchase an aggregate of 4,620,271 shares of common stock at
exercise prices ranging from $3.39612 to $6.125, of which options and warrants
to purchase 2,631,990 shares are exercisable now. The sale of shares covered by
such options or warrants by the holders thereof, pursuant to existing
registration statements or registrations statements filed upon exercise of
registration rights given them or pursuant to exemptions from registration could
have an adverse effect on the market price for our common stock.
WE MAY FACE COMPUTER SYSTEM AND SOFTWARE RISKS RELATED TO THE YEAR 2000.
We have identified all significant applications that will require modification
to ensure year 2000 compliance. Internal and external resources are being used
to make the required modifications and test year 2000 compliance. We anticipate
that all testing will be concluded on or about September 30, 1999.
In addition, we are seeking assurances from vendors, suppliers and other third
parties with whom we do significant business to determine their year 2000
compliance readiness and the extent to which we are vulnerable to any third
party year 2000 issues. Currently, we are unable to assess the unresolved year
2000 issues of third parties who do business with us. There can be no assurance
that other entities will achieve timely year 2000 compliance. If they do not,
year 2000 problems could have a material impact on our operations. Similarly,
there can be no assurance that we can timely mitigate our risks related to a
supplier's failure to resolve its year 2000 issues. If such mitigation is not
achievable, year 2000 problems could have a material impact on our operations.
We undertake no obligation to make any revisions to the forward-looking
statements contained in this prospectus or the documents incorporated by
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reference in this prospectus, or to update the forward-looking statements to
reflect events or circumstances occurring after the date of this prospectus.
THE COMPANY
We are a leading specialty retailer of consumer electronics products and
currently operate 79 stores, 3/4 of which are located in California, with the
balance in Washington, Oregon and Nevada.
On July 1, 1999, our Founder, former Chairman and Chief Executive Officer,
Ronald A. Unkefer, rejoined us as our Chairman and Chief Executive Officer after
purchasing from The Good Guys, Inc. 1,450,000 restricted shares of common stock
and acquiring warrants for an additional 1,435,000 shares of common stock,
exercisable at a price of $3.39612 per share. In July, 1999, Mr. Unkefer
announced a turn-around strategy for us that included the following:
- Elimination of the sale of computers and home office products, a
step designed to improve profit margins and sharpen our focus on
entertainment-related products;
- Implementation of an $8,000,000 reduction in general and
administrative costs, as well as a reduction in store and other
operating costs;
- A 20 plus percent increase in our advertising and marketing budget;
and
- A decrease in entry level product assortments, an expansion of mid-
to high-end offerings and an increase in our selection of
differentiated brands and models.
On August 20, 1999, we completed a private placement of the 3,250,000 shares of
common stock and 1,625,000 warrants to acquire common stock covered by this
prospectus. The net proceeds of approximately $15,350,000 that we realized from
the offering are being used to support the enhancement of our inventory to
reflect our focus on digital and high-tech consumer entertainment electronics in
advance of the Holiday Season and to facilitate our turn-around strategy.
We were incorporated in California in 1976. On March 4, 1992, we changed our
state of incorporation from California to Delaware by merging into a wholly
owned Delaware subsidiary formed for that purpose. On September 1995, we
transferred substantially all of our assets and liabilities to The Good Guys -
California, Inc., our wholly-owned operating subsidiary.
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<PAGE> 13
USE OF PROCEEDS
We will not receive any proceeds from the sale of any shares of common stock or
warrants by the Selling Shareholders, but will pay all expenses related to the
registration of the shares and warrants. We could receive up to $9,953,125 from
the exercise of the warrants covered by this prospectus. Any proceeds from such
warrant exercises will be used by us as working capital.
SELLING SHAREHOLDERS
The following table sets forth information concerning the beneficial ownership
of our common stock and warrants by the Selling Shareholders as of the date of
this prospectus, the number of shares and warrants included for sale in the
offering and the beneficial ownership of common stock and warrants by such
Selling Shareholders after the offering (assuming sale of all of the shares and
warrants offered by all of the Shareholders). Such information was furnished to
us by the Selling Shareholders. Except as set forth in the footnotes to the
table, (i) to our knowledge, none of the Selling Shareholders has had, within
the past three years any material relationship with us, and (ii) all of the
shares and warrants were acquired pursuant to a private placement of such shares
and warrants.
<TABLE>
<CAPTION>
Name Shares Owned Shares To Be Shares To Be Percentage Of
Prior To The Sold In The Owned After Shares To Be
Offering (1) Offering (1) the Offering Owned After The
Offering
- ------------------- ----------------- ----------------- ---------------- -----------------
<S> <C> <C> <C> <C>
Prism Partners 125,000 125,000 -0- -0-
(Delta Partners)
- ------------------- ----------------- ----------------- ---------------- -----------------
Topaz Investment 50,000 50,000 -0- -0-
Partners
- ------------------- ----------------- ----------------- ---------------- -----------------
RLR Partners LP 250,000 250,000 -0- -0-
Ronald Rotter
- ------------------- ----------------- ----------------- ---------------- -----------------
F/A/O Steve 30,000 30,000 -0- -0-
Emerson Roth IRA
- ------------------- ----------------- ----------------- ---------------- -----------------
F/A/O Steve 110,000 110,000 -0- -0-
Emerson IRA II
- ------------------- ----------------- ----------------- ---------------- -----------------
Graham R. Smith 40,000 40,000 -0- -0-
- ------------------- ----------------- ----------------- ---------------- -----------------
H.C. Schmieding 20,000 20,000 -0- -0-
Produce Inc.
- ------------------- ----------------- ----------------- ---------------- -----------------
Schmieding 20,000 20,000 -0- -0-
Foundation, Inc.
- ------------------- ----------------- ----------------- ---------------- -----------------
The Schmieding 20,000 20,000 -0- -0-
Company's Profit
Sharing DTD
11-25-64
- ------------------- ----------------- ----------------- ---------------- -----------------
Bedford Oak 150,000 150,000 -0- -0-
Partners LP, GSCO
Bulk Settlement
Account
- ------------------- ----------------- ----------------- ---------------- -----------------
Cascade Capital 181,125 181,125 -0- -0-
Partners, L.P.
- ------------------- ----------------- ----------------- ---------------- -----------------
Job & Co. 14,850 14,850 -0- -0-
- ------------------- ----------------- ----------------- ---------------- -----------------
Gryphon Offshore 29,025 29,025 -0- -0-
Fund
- ------------------- ----------------- ----------------- ---------------- -----------------
</TABLE>
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<PAGE> 14
<TABLE>
<S> <C> <C> <C> <C>
- ------------------- ----------------- ----------------- ---------------- -----------------
Granite Capital 15,900 15,900 -0- -0-
Overseas
- ------------------- ----------------- ----------------- ---------------- -----------------
Granum Capital 62,500 62,500 -0- -0-
Management, LLC
- ------------------- ----------------- ----------------- ---------------- -----------------
Trinity 7,500 7,500 -0- -0-
Investment Mgmt
- ------------------- ----------------- ----------------- ---------------- -----------------
Chartwell 100,000 100,000 -0- -0-
Investment
Partners
- ------------------- ----------------- ----------------- ---------------- -----------------
Mitsubishi Global 120,000 120,000
- ------------------- ----------------- ----------------- ---------------- -----------------
Union Bank of 20,000 20,000 -0- -0-
California, N.A.,
Acct.: 087036
- ------------------- ----------------- ----------------- ---------------- -----------------
Guild Investments 40,000 40,000 -0- -0-
A/C Bank of
Bermuda/Gerlach &
Co.
- ------------------- ----------------- ----------------- ---------------- -----------------
Lord Abbett 775,000 775,000 -0- -0-
Research Fund -
Small Cap
- ------------------- ----------------- ----------------- ---------------- -----------------
Sharevest 369,000 369,000 -0- -0-
Partners LP
- ------------------- ----------------- ----------------- ---------------- -----------------
Millburn Hedge 31,000 31,000 -0- -0-
Fund LP
- ------------------- ----------------- ----------------- ---------------- -----------------
Walter J. Olson, 10,000 10,000 -0- -0-
III
- ------------------- ----------------- ----------------- ---------------- -----------------
Southern Farm 100,000 100,000 -0- -0-
Bureau Life
Insurance Co.
- ------------------- ----------------- ----------------- ---------------- -----------------
Granite Capital LP 189,100 189,100 -0- -0-
- ------------------- ----------------- ----------------- ---------------- -----------------
Phronesis Partners 65,000 65,000 -0- -0-
- ------------------- ----------------- ----------------- ---------------- -----------------
Microcap Part 35,000 35,000 -0- -0-
(Wiggins)
- ------------------- ----------------- ----------------- ---------------- -----------------
Pequot Scout 200,000 200,000 -0- -0-
Fund, L.P.
- ------------------- ----------------- ----------------- ---------------- -----------------
Pioneer Capital 20,000 20,000 -0- -0-
- ------------------- ----------------- ----------------- ---------------- -----------------
Stanley R. Baker 190,218(2) 15,000 175,218 *
- ------------------- ----------------- ----------------- ---------------- -----------------
W. Howard Lester 75,968(3) 15,000 60,968 *
- ------------------- ----------------- ----------------- ---------------- -----------------
John E. Martin 395,968(4) 15,000 380,968 1.61%
- ------------------- ----------------- ----------------- ---------------- -----------------
Horst H. Schulze 37,218(5) 15,000 22,218 *
- ------------------- ----------------- ----------------- ---------------- -----------------
Russell M. Solomon, 49,968(6) 15,000 34,968 *
Doris E. Solomon
1994 Children's
Trust
- ------------------- ----------------- ----------------- ---------------- -----------------
</TABLE>
* Less than one (1) percent.
(1) Includes the shares of Common Stock covered by the Warrants.
(2) Includes 25,250 shares of stock issuable upon the exercise of stock
options held by Mr. Baker, who is one of our directors, that are exercisable
within 60 days.
(3) Includes 15,250 shares issuable upon the exercise of outstanding
stock options held by Mr. Lester, who is one of our directors, that are
exercisable within 60 days.
(4) Includes 15,250 shares issuable upon the exercise of stock options
held by Mr. Martin, who is one of our directors, that are exercisable within 60
days.
(5) Includes 2,500 shares of common stock issuable upon exercise of
stock options held by Mr. Schulze, who is one of our directors, that are
exercisable within 60 days.
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<PAGE> 15
(6) Includes 15,718 shares of common stock directly owned by Russell M.
Solomon, as well as 15,250 shares of common stock issuable upon exercise of
stock options held by Mr. Solomon, who is one of our directors, that are
exercisable within 60 days.
PLAN OF DISTRIBUTION
We are registering the shares and warrants on behalf of the Selling
Shareholders. As used herein, "Selling Shareholders" includes donees and
pledgees, transferees or other successors-in-interest selling shares and
warrants received from a Selling Shareholder as a gift, pledge, partnership
distribution or other non-sale related transfer after the date of this
prospectus. All costs, expenses and fees in connection with the registration of
the shares and warrants offered hereby will be borne by us. Brokerage
commissions and similar selling expenses, if any, attributable to the sale of
shares and warrants will be borne by the Selling Shareholders. Sales of shares
and warrants may be effected by Selling Shareholders from time to time in one or
more types of transactions (which may include block transactions) on the Nasdaq
National Market, in the over-the-counter market, in negotiated private
transactions not effected on any exchange, through put or call options
transactions relating to the shares and warrants, through short sales or a
combination of such methods of sale, at market prices prevailing at the time of
sale, or at negotiated prices. Such transactions may or may not involve brokers
or dealers. The Selling Shareholders have advised us that they have not entered
into any agreements, understandings or arrangements with any underwriter or
coordinating broker acting in connection with the proposed sale of shares by
Selling Shareholders.
The Selling Shareholders may effect such transactions by selling directly to
purchasers or to or through broker-dealers, which may act as agents or
principals. Such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the Selling Shareholders and/or the
purchasers of shares and warrants for whom such broker-dealers may act as agents
or to whom they sell as principal, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions).
The Selling Shareholders and any broker-dealers that act in connection with the
sale of shares and warrants might be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
such broker-dealers and any profit on the resale of the shares and warrants sold
by them while acting as principals might be deemed to be underwriting discounts
or commissions under the Securities Act. We have agreed to indemnify each
Selling Shareholder against certain liabilities, including liabilities arising
under the Securities Act of 1933. The Selling Shareholders may agree to
indemnify any
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<PAGE> 16
agent, dealer or broker-dealer that participates in transactions involving sales
of the shares and warrants against certain liabilities, including liabilities
arising under the Securities Act.
Because Selling Shareholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the Selling Shareholders will be
subject to the prospectus delivery requirements of the Securities Act. We have
informed the Selling Shareholders that the anti-manipulative provisions of
Regulation M promulgated under the Exchange Act may apply to their sales in the
market.
Selling Shareholders also may resell all or a portion of the shares and warrants
in open market transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of such Rule.
Upon our being notified by a Selling Shareholder that any material arrangement
has been entered into with a broker-dealer for a sale through a block trade,
special offering, exchange distribution or secondary distribution or a purchase
by a broker or dealer, a supplement to this prospectus will be filed, if
required, pursuant to Rule 424(b) under the Act, disclosing:
- the name of each such selling shareholder and of the participating
broker-dealer(s);
- the number of shares involved;
- the price at which such shares were sold;
- the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable;
- that such broker-dealer(s) did not conduct any investigation to
verify the information set out or incorporated by reference in this
prospectus; and
- other facts material to the transaction.
In addition, upon our being notified by a Selling Shareholder that a donee,
pledgee, transferee or other successor-in-interest intends to sell more than 500
shares, a supplement to this prospectus will be filed.
13
<PAGE> 17
DESCRIPTION OF CAPITAL STOCK
Common Stock. All of our outstanding shares of common stock are fully paid and
non-assessable. Subject to the prior rights to the holders of preferred stock
which may be issued in the future, the holders of common stock are entitled to
received dividends if and when declared by the Board of Directors out of funds
legally available therefor and in the event of our dissolution, to share ratably
in all assets remaining after payment of liabilities and satisfaction of the
liquidation preferences of the holders of such preferred stock. Each holder of
common stock is entitled to one vote for each share held of record on all
matters presented to a vote at a shareholders meeting, including the election of
directors. Holders of common stock have no cumulative voting rights or
preemptive rights to purchase or subscribe for any stock or other securities and
there are no conversion rights or redemption or sinking fund provisions with
respect to such stock. Additional shares of authorized common stock may be
issued without shareholder approval.
Our Transfer Agent and Registrar is Chase Mellon Shareholder Services, 235
Montgomery Street, 23rd Floor, San Francisco, CA 94104.
Preferred Stock. We have authorized in our Certificate of Incorporation
2,000,000 shares of preferred stock. $.001 cent par value, none of which has
been issued or is outstanding. Authorized but unissued preferred stock is
available for issuance from time to time at the discretion of our Board of
Directors without shareholder approval. Our Board of Directors has the authority
to prescribe for each series of preferred stock that it establishes the number,
designation, preferences, limitations and relative rights of the shares of such
series, subject to applicable law and provisions of any outstanding series of
preferred stock. The terms of any series of preferred stock, including, but not
limited to, dividend rate, redemption price, liquidation rights, sinking fund
provisions, conversion rights and voting rights, and any corresponding effect on
other shareholders, will be dependent largely on factors existing at the time of
issuance. Such terms and effects could include restrictions on dividends on the
common stock if dividends on the preferred stock are in arrears, dilution of the
voting power of other shareholders to the extent a series of the preferred stock
has voting rights and reduction of amounts available on liquidation as a result
of any liquidation preference granted to any series of preferred stock.
DESCRIPTION OF WARRANTS
The warrants are exercisable from time to time, for any number of shares covered
thereby, during the period that commenced on August 19, 1999 and will end on
August 19, 2002, at an exercise price of $6.125 per share covered by the
warrants. The number of shares and exercise price covered by the warrants is
subject to adjustment in the event of stock dividends, subdivisions and
combinations of our shares of common stock, reclassifications exchanges or
14
<PAGE> 18
substitutions of common stock by us or reorganizations, mergers, consolidations
or sales of our assets. A warrant may be exercised at anytime on any business
day by the warrant by surrendering the warrant at our principal office at 7000
Marina Boulevard, Brisbane, California, 94005 (or at such other office in the
United States as the we may designate from time to time by notice in writing to
the holder of the warrants), with the subscription form attached thereto fully
executed, together with payment in cash or immediately available funds in the
amount equal to the purchase price.
LEGAL MATTERS
The legality of the common stock and warrants offered hereby will be passed upon
for us by Howard, Rice, Nemerovski, Canady, Falk & Rabkin, a Professional
Corporation.
EXPERTS
The financial statements incorporated in this registration statement by
reference from the Company's Annual Report on Form 10-K for the year ended
September 30, 1998 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
15
<PAGE> 19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Expenses payable in connection with the issuance and distribution of the
securities being registered (estimated except in the case of the registration
fee) are as follows:
<TABLE>
<CAPTION>
Amount
<S> <C>
SEC registration.............................................. $ 7,624
Legal fees and expenses....................................... $20,000
Accounting fees and expenses.................................. $10,000
Miscellaneous................................................. $ 2,000
Total......................................................... $39,624
</TABLE>
The above fees will be payable by the Company.
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by sections 102 and 145 of the Delaware General Corporation Law,
the Registrant's certificate of incorporation eliminates a director's personal
liability for monetary damages to the Registrant and its stockholders arising
from a breach or alleged breach of a director's fiduciary duty except for
liability under section 174 of the Delaware General Corporation Law or liability
for any breach of the director's duty of loyalty to the Registrant or its
stockholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, or for any transaction
from which the director derived an improper personal benefit. The effect of this
provision in the certificate of incorporation is to eliminate the rights of the
Registrant and its stockholders (through stockholders' derivative suits on
behalf of the Registrant) to recover monetary damages against a director for
breach of fiduciary duty as a director (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described
above.
The Registrant's bylaws provide for indemnification of its directors, officers
and agents, and the Company has entered into an indemnification agreement with
each of its officers and directors (an "Indemnity"). Under the bylaws and such
indemnification agreements, the Registrant must indemnify an Indemnity to the
fullest extent permitted by Delaware law for losses and expenses incurred in
II-1
<PAGE> 20
connection with actions in which the Indemnity is involved by reason of having
been a director or officer of the Registrant. In certain circumstances, the
Registrant is also obligated to advance expenses an Indemnity may incur in
connection with such actions before any resolution of the action, and the
Indemnity may sue to enforce his or her right to indemnification or advancement
of expenses.
The Registrant also maintains an insurance policy insuring its directors and
officers against liability for certain acts and omission while acting in their
official capacities.
ITEM 17. 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 this Registration Statement (or the most recent post-effective amendment
hereof) which, individually or in the aggregate, represent a fundamental change
in the information in this Registration Statements. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the Calculation of Registration Fee" table in the effective
registration statement; (iii) 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; 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 with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-2
<PAGE> 21
(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 this 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 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 ill,
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.
II-3
<PAGE> 22
ITEM 18. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT TITLE
----------- -------------
<S> <C>
4.1 Registration Rights Agreement, dated as of August 19,
1999, by and among the Registrant and the Selling
Shareholders (1).
5.1 Opinion of Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation
23.1 Consent of Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation (Included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP, Independent Auditors
24.1 Power of Attorney
</TABLE>
- --------------------------------------------------------------------------------
(1) Previously filed with the Commission on August 30, 1999 as an exhibit to the
Registrant's Report on Form 8-K, dated August 30, 1999.
II-4
<PAGE> 23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all
requirements of filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Brisbane, California on this 20th day of September,
1999.
THE GOOD GUYS, INC.
By: /s/ RONALD A. UNKEFER
--------------------------------------
Ronald A. Unkefer, Chairman and
Chief Executive Officer
II-5
<PAGE> 24
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dated indicated.
<TABLE>
<S> <C> <C>
/s/ RONALD A. UNKEFER Chairman and Chief September 20, 1999
- ------------------------------- Executive Officer
(Ronald A. Unkefer) (Principal Executive
Officer)
/s/ PAUL N. ERICKSON Chief Financial Officer September 20, 1999
- ------------------------------- (Principal Financial
(Paul N. Erickson) Officer)
/s/ VANCE R. SCHRAM Vice President/Finance September 20, 1999
- ------------------------------- and Controller
(Vance R. Schram) (Principal Accounting
Officer)
/s/ STANLEY R. BAKER* Director September 20, 1999
- -------------------------------
(Stanley R. Baker)
/s/ RUSSELL M. SOLOMON* Director September 20, 1999
- -----------------------
(Russell M. Solomon)
/s/ JOHN E. MARTIN* Director September 20, 1999
- -------------------------------
(John E. Martin)
/s/ W. HOWARD LESTER* Director September 20, 1999
- -------------------------------
(W. Howard Lester)
/s/ HORST H. SCHULZE* Director September 20, 1999
- -------------------------------
(Horst H. Schulze)
/s/ GARY M. LAWRENCE* Director September 20, 1999
- -------------------------------
(Gary M. Lawrence)
</TABLE>
II-6
<PAGE> 25
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
4.1 Registration Rights Agreement dated as of August 19, 1999,
by and among the Registrant and the Selling Shareholders
(1).
5.1 Opinion of Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation
23.1 Consent of Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation (Included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP, Independent Auditors
24.1 Power of Attorney
</TABLE>
- --------------------------------------------------------------------------------
(1) Previously filed with the Commission on August 30, 1999 as an exhibit to the
Registrant's Report on Form 8-K, dated August 30, 1999.
<PAGE> 1
EXHIBIT 5.1
September 20, 1999
The Good Guys, Inc.
7000 Marina Boulevard
Brisbane, California 95005-1030
Re: The Good Guys, Inc. 4,875,000 Shares and 1,625,000 Warrants
Ladies and Gentlemen:
You have requested our opinion as counsel for The Good Guys, Inc., a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder, and the offering of 4,875,000 shares of The Good Guys,
Inc. Common Stock, par value $.001 per share (the "Shares"), which may be
offered for sale by certain shareholders of the Company (the "Selling
Shareholders") who have acquired such shares in transactions not involving a
public offering, which include 1,625,000 shares which may be offered for sale by
the Selling Shareholders who may acquire such shares pursuant to the exercise of
1,625,000 warrants (the "Warrants") granted to the Selling Shareholders in the
offering, and with the registration and the offering of the Warrants.
We have examined the Company's Registration Statement on Form S-3 in
the form to be filed with the Securities and Exchange Commission on the date of
this opinion (the "Registration Statement"). We further have examined the
Certificate of Incorporation of the Company as certified by the Secretary of
State of the State of Delaware and the Bylaws of the Company. In addition, we
have examined such corporate records, certificates and other documents (of which
we are aware) and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion.
<PAGE> 2
Based on the foregoing examination, we are of the opinion that the
Shares and the Warrants have been duly authorized by appropriate corporate
action of the Company, and when the Shares and the Warrants have been duly
issued and/or sold as described in the Registration Statement, any amendment
thereto, the prospectus and any supplement thereto, the Shares and the Warrants
will be legal, valid and binding obligations of the Company.
In connection with this opinion we have assumed the following: (a)
the authenticity of original documents and the genuineness of all signatures;
(b) the conformity to the originals of all documents submitted to us as copies;
(c) the truth, accuracy and completeness of the information, representations and
warranties contained in the instruments, documents, records and certificates we
have reviewed; (d) the due authorization, execution and delivery on behalf of
the respective parties thereto of the documents referred to herein and, except
for the Shares and the Warrants, the legal, valid and binding nature thereof
with respect to such parties; and (e) the absence of any evidence extrinsic to
the provisions of the written agreements between the parties that the parties
intended a meaning contrary to that expressed by those provisions. We have not
independently verified such assumptions.
We express no opinion as to laws other than the substantive laws of
the State of California (without regard to conflicts-of-laws or choice-of-law
principles), the General Corporation Law of the State of Delaware and the
federal laws of the United States of America, in each case to the extent
applicable and not excepted from the scope of the opinions expressed above.
Our opinion that any document is legal, valid and binding is
qualified as to the effects of:
(a) bankruptcy, reorganization, fraudulent transfer or conveyance,
moratorium, insolvency or other similar laws or court decisions relating to or
affecting the rights of creditors generally;
(b) equitable principles of general applicability (including,
without limitation, concepts of materiality, reasonableness, good faith and fair
dealing, equitable subordination and the possible unavailability of specific
performance or injunctive relief), regardless of whether codified by statute and
regardless of whether enforcement is considered in a proceeding in equity or at
law;
(c) the unenforceability of any indemnity obligation imposed or
undertaken by the Company, to the extent that such obligation does not satisfy
the
<PAGE> 3
requirements of Section 2772 et seq. of the California Civil Code and judicial
decisions thereunder or otherwise violate public policy;
(d) the unenforceability of provisions purporting to require the
award of attorneys' fees, expenses or costs, where such provisions do not
satisfy the requirements of Section 1717 et seq. of the California Civil Code
and judicial decisions thereunder or otherwise violate public policy;
(e) the unenforceability, under certain circumstances, of provisions
that contain a waiver of (i) broadly or vaguely stated rights, (ii) the benefits
of statutory, regulatory or constitutional rights, unless and to the extent the
statute, regulation or constitution explicitly allows waiver, (iii) unknown
future defenses and (iv) rights to damages; and
(f) the unenforceability, under certain circumstances, of provisions
of agreements to the effect that rights or remedies are not exclusive, that
every right or remedy is cumulative and may be exercised in addition to or with
any other right or remedy, or that the election of some particular remedy or
remedies does not preclude recourse to one or another remedy.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever it appears in the
Registration Statement, any amendment thereto, the prospectus and any supplement
thereto.
Very truly yours,
HOWARD, RICE, NEMEROVSKI, CANADY,
FALK & RABKIN
A Professional Corporation
By: /s/ JOSEPH B. HERSHENSON
--------------------------------------
Joseph B. Hershenson
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Good Guys, Inc. on Form S-3 of our report dated November 6, 1998, appearing
in and incorporated by reference in the Annual Report on Form 10-K of The Good
Guys, Inc. for the year ended September 30, 1998 and to the reference to us
under the heading "Experts" in this Registration Statement.
DELOITTE & TOUCHE LLP
San Francisco, California
September 20, 1999
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Ronald A. Unkefer, Paul N. Erickson and
Vance R. Schram, and each of them, his attorneys-in-fact and agents, each with
the power of substitution, for him and in his name, place and stead, in any and
all capacities to sign a Registration Statement on Form S-3 (and any and all
amendments thereto, including post-effective amendments) covering 3,250,000
shares of Common Stock of this Corporation issued in August 1999, warrants
granted in August, 1999 to acquire 1,625,000 shares of such Common Stock,
exercisable at a price of $6.125 per share (and the 1,625,000 shares of such
Common Stock underlying such warrants) and to sign any registration statement
for the same offering covered by such registration statement that is to be
effective upon filing pursuant to Rule 462(b) promulgated under the Securities
Act of 1933, and all post-effective amendments thereto, and to file the same,
with all exhibits thereto and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing 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 that said attorneys-in-fact and
agents or any of them, or his or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
This power of attorney may be executed in any number of
counterparts.
Dated: August 26, 1999
/s/ W. HOWARD LESTER
-----------------------------------------
W. Howard Lester
/s/ RUSSELL M. SOLOMON
-----------------------------------------
Russell M. Solomon
/s/ GARY M. LAWRENCE
-----------------------------------------
Gary M. Lawrence
/s/ JOHN E. MARTIN
-----------------------------------------
John E. Martin
/s/ STANLEY R. BAKER
-----------------------------------------
Stanley R. Baker
/s/ HORST E. SCHULZE
-----------------------------------------
Horst E. Schulze
