<PAGE> 1
As filed with the Securities and Exchange Commission
on April 6, 2000
Registration Statement No. ___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------
THE GOOD GUYS, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2366177
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7000 Marina Boulevard, Brisbane, California 94005-1840
(Address of Principal Executive Offices) (Zip Code)
Employee Stock Purchase Plan
(Full title of the plan)
Vance R. Schram, Vice President/Finance, Controller & Secretary
The Good Guys, Inc.
7000 Marina Boulevard
Brisbane, California 94005-1840
(Name and address of agent for service)
(650) 615-5000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price per Aggregate Offering Amount of
to be Registered Registered Share Price Registration Fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.001 per share:
Employee Stock 400,000 $4.0625 $1,625,000 $561
Purchase Plan
</TABLE>
* Estimated solely for the purpose of computing the registration fee pursuant to
Rule 457, on the basis of the last sale price of the Registrant's Common Stock
as reported on the Nasdaq National Market on April 3, 2000.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
registration statement:
(a) Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1999, filed pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(b) All other reports, if any, filed by Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end
of the fiscal year ended September 30, 1999;
(c) The description of Registrant's Common Stock contained in
the Registration Statement on Form S-3 filed with the
Commission on September 21, 1999.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this registration
statement and prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered hereunder
have been sold, or which deregisters all securities then remaining unsold under
this registration statement, shall be deemed to be incorporated by reference in
this registration statement and to be a part hereof from the date of filing of
such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable; the class of securities to be offered is registered
under Section 12 of the Exchange Act.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. 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
2
<PAGE> 3
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 officers,
directors and employees, and the Company has entered into an indemnification
agreement with each officer and director of the Registrant (an "Indemnitee").
Under the bylaws and such indemnification agreements, the Registrant must
indemnify an Indemnitee to the fullest extent permitted by Delaware law for
losses and expenses incurred in connection with actions in which the Indemnitee
is involved by reason of having been a director or employee of the Registrant.
The Registrant is also obligated to advance expenses an Indemnitee may incur in
connection with such actions before any resolution of the action, and the
Indemnitee 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 omissions while
acting in their official capacities.
There is no litigation pending, and neither the Registrant nor any
of its directors know of any threatened litigation, which might result in a
claim for indemnification by any director or officer.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------ -----------------------
<S> <C>
4.1 Employee Stock Purchase Plan, as amended.
5.1 Opinion of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional
Corporation.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional
Corporation (included in Exhibit 5.1).
24.1 Powers of Attorney.
</TABLE>
Item 9. UNDERTAKINGS.
3
<PAGE> 4
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(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. 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 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 the
registration statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in 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.
(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 of 1933,
each filing of the Registrant's annual report pursuant to
section 13(a)or section 15(d) of the
4
<PAGE> 5
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Brisbane, State of California on the 4th day of
April, 2000.
THE GOOD GUYS, INC.
By /s/ Ronald A. Unkefer
----------------------------------
Ronald A. Unkefer
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Ronald A. Unkefer Chairman and Chief Executive April 4, 2000
------------------------------- Officer (Principal Executive
(Ronald A. Unkefer) Officer)
/s/ Paul N. Erickson Chief Financial Officer April 4, 2000
------------------------------- (Principal Financial Officer)
(Paul N. Erickson)
/s/ Vance R. Schram Controller (Principal Accounting April 4, 2000
------------------------------- Officer)
(Vance R. Schram)
STANLEY R. BAKER* Director April 4, 2000
-------------------------------
(Stanley R. Baker)
RUSSELL M. SOLOMON* Director April 4, 2000
-------------------------------
(Russell M. Solomon)
JOHN E. MARTIN* Director April 4, 2000
-------------------------------
(John E. Martin)
W. HOWARD LESTER* Director April 4, 2000
-------------------------------
(W. Howard Lester)
HORST H. SCHULZE* Director April 4, 2000
-------------------------------
(Horst H. Schulze)
GARY M. LAWRENCE* Director April 4, 2000
-------------------------------
(Gary M. Lawrence)
JOSEPH P. CLAYTON* Director April 4, 2000
-------------------------------
(Joseph P. Clayton)
</TABLE>
6
<PAGE> 7
JOSEPH M. SCHELL* Director April 4, 2000
- -------------- -----------------
(Joseph M. Schell)
*By /s/ Vance R. Schram,
--------------------
Attorney-in-Fact
7
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------ -----------------------
<S> <C>
4.1 Employee Stock Purchase Plan, as amended.
5.1 Opinion of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional
Corporation.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional
Corporation (included in Exhibit 5.1).
24.1 Power of Attorney.
</TABLE>
<PAGE> 1
EXHIBIT 4.1
THE GOOD GUYS, INC.
EMPLOYEE STOCK PURCHASE PLAN
(as amended through January 26, 2000)
1. PURPOSE:
The Good Guys, Inc. EMPLOYEE STOCK PURCHASE PLAN (the "Plan") is
designed to foster continued cordial employee relations, to encourage and assist
its employees and the employees of any present or future subsidiaries in
acquiring a stock ownership interest in The Good Guys, Inc. (the "Corporation")
and to help them provide for their future security. The Plan is intended to be
an Employee Stock Purchase Plan under Internal Revenue Code Section 423.
2. STOCK SUBJECT TO THE PLAN:
Subject to adjustment pursuant to Section 12 of the Plan, the
aggregate number of shares of Common Stock (the "shares") which may be sold
under the Plan is 3,600,000. The shares may be authorized, but unissued, or
reacquired shares of Common Stock of the Corporation. The Corporation, during
the term of the Plan, shall at all times reserve and keep available, such number
of shares as shall be sufficient to satisfy the requirements of the Plan.
3. PERIODS:
The Plan originally provided for six-month periods ending on
the last day of June and December of each year, with the exception that the
first period under the Plan commenced on February 6, 1986 and ended on June 30,
1986. Effective as of September 29, 1999, the Plan was amended to provide for a
continuation of the six-month period through December 31, 1999, with respect to
those members of the Plan who were participants as of July 1, 1999, but to
provide for three-month periods ending on the last day of March, June, September
and December of each year for members of the Plan enrolling for the first time
after July 1, 1999 and for all members after December 31, 1999, with the first
three-month period to commence on October 11, 1999 and to end on December 31,
1999. As used in this Plan hereinafter, the term "period" shall mean as to those
members participating in the Plan as of July 1, 1999, the period from July 1,
1999 through December 31, 1999, and as to those members eligible to participate
for the period October 11, 1999 through December 31, 1999 and for periods after
December 31, 1999, the three-month periods ending on the last day of March,
June, September and December of each year.
<PAGE> 2
4. ELIGIBILITY:
Anyone who becomes an employee of the Corporation or any of its
subsidiaries (except those employees who own or hold options to purchase five
percent (5%) or more of the capital stock of the Corporation or any subsidiary
of the Corporation at the start of any period, those employees whose customary
employment is less than 20 hours per week, and those employees whose customary
employment is for not more than 5 months in any calendar year) is eligible to
become a member of the Plan on the first day of the period following the
commencement of service. Notwithstanding the foregoing, no employee shall be
entitled to purchase (i) shares of stock under the Plan and all other purchase
plans of the Corporation and any parent or subsidiary of the Corporation with an
aggregate fair market value (determined at date of grant) exceeding $25,000 per
year for each calendar year in which such option is outstanding at any time, or
(ii) more than 2,000 shares of stock under the Plan in any period.
For purposes of this Plan, "subsidiary" shall mean a corporation
of which not less than fifty percent (50%) of the voting shares are held by the
Corporation or a subsidiary of the Corporation.
5. JOINING THE PLAN:
Any eligible employee's participation in the Plan shall be
effective as of the first day of the period following the day on which the
employee completes, signs, and returns to the Corporation, or one of its present
or future subsidiaries, a Stock Purchase Plan Application and Payroll Deduction
Authority form indicating his or her acceptance and agreement to the Plan.
Membership of any employee in the Plan is entirely voluntary.
Any employee receiving shares shall have no rights with respect
to continuation of employment, nor with respect to continuation of any
particular Corporation business, policy or product.
6. MEMBER'S CONTRIBUTIONS:
Each member shall elect to make contributions by payroll
deduction of any percentage up to fifteen percent (15%) of his or her gross
compensation.
Subject to the maximum described above, a member may elect in
writing to increase or decrease his or her rate of contribution; such change
will become effective the first day of the period following receipt by the
Corporation of such written election.
The amount of each member's contribution shall be held by the
Corporation in a special account and such contributions, free of any obligation
of the Corporation to pay interest thereon, shall be credited to such member's
individual account as of the last day of the month during which the compensation
from which the contributions were deducted was paid.
No member will be permitted to make contributions for any period
during which he or she is not receiving pay from the Corporation or one of its
present or future subsidiaries.
2
<PAGE> 3
7. ISSUANCE OF SHARES:
On the last trading day of each period so long as the Plan shall
remain in effect, and provided the member has not before that date advised the
Corporation that he or she does not wish shares purchased for his or her account
on that date, the Corporation shall apply the funds credited to the member's
account as of that date to the purchase of authorized but unissued shares of its
Common Stock in units of one share or multiples thereof.
The cost to each member for the shares so purchased shall be
eighty-five percent (85%) of the lower of:
1. The mean between the average bid and ask prices of the stock
in the over-the-counter market as quoted on the National Association of Security
Dealers Automatic Quotation System (NASDAQ), or if its stock is a National
Market Issue the last sales price of the stock, or if the stock is traded on one
or more securities exchanges the average of the closing prices on all such
exchanges, on the first trading day of the period; or
2. The mean between the average bid and ask prices of the stock
in the over-the-counter market as quoted on the National Association of
Securities Dealers Automatic Quotation System (NASDAQ) or if the stock is a
National Market issue the last sales price of the stock, or if the stock is
traded on one or more securities exchanges the average of the closing prices on
all such exchanges on the last trading day of the period.
Any moneys remaining in such member's account equaling less than
the sum required to purchase one share shall, unless otherwise requested by the
member, be held in the member's account for use during the next period. Any
moneys remaining in such member's account by reason of his or her prior election
not to purchase shares in a given period, as aforesaid, or moneys remaining in
such member's account by reason of application of the provisions of the next
paragraph hereof, shall be promptly returned to the member. The Corporation
shall as expeditiously as possible after the last day of each period issue to
the member entitled thereto the certificate evidencing the shares issuable to
him or her as provided herein.
Notwithstanding anything above to the contrary, (a) if the number
of shares all members desire to purchase at the end of any period exceeds the
number of shares then available under the Plan, the shares available shall be
allocated among such members in proportion to their contributions during the
period; and (b) no funds in an employee's account shall be applied to the
purchase of shares and no shares hereunder shall be issued unless such shares
are covered by an effective registration statement under the Securities Act of
1933, as amended, or by an exemption therefrom.
EFFECTIVE AS TO THOSE MEMBERS WHO PARTICIPATE IN THE PLAN FOR THE
PERIOD COMMENCING ON OCTOBER 11, 1999 AND ENDING ON DECEMBER 31, 1999 AND AS TO
ALL MEMBERS FOR PERIODS AFTER DECEMBER 31, 1999, THE SHARES PURCHASED CANNOT BE
TRANSFERRED UNTIL THE ELAPSE OF ONE YEAR FROM THE LAST DAY OF THE PERIOD WITH
RESPECT TO WHICH THE SHARES WERE
3
<PAGE> 4
ISSUED AND AN APPROPRIATE LEGEND TO THAT EFFECT SHALL BE PLACED ON THE
CERTIFICATE REPRESENTING THE SHARES.
8. TERMINATION OF MEMBERSHIP:
A member's membership in the Plan will be terminated when the
member (a) voluntarily elects to withdraw his or her entire account, (b) resigns
or is discharged from the Corporation or one of its present or future
subsidiaries, (c) dies, or (d) does not receive pay from the Corporation or one
of its present or future subsidiaries for twelve (12) consecutive months, unless
this period is due to illness, injury or for other reasons approved by the
persons or person appointed by the Corporation to administer the Plan as
provided in Paragraph 10 below. Upon termination of membership, the terminated
member shall not be entitled to rejoin the Plan until the first day of the
period immediately following the period in which the termination occurs. Upon
termination of membership, the member shall be entitled to the amount of his or
her individual account within fifteen (15) days after termination.
9. BENEFICIARY:
Each member shall designate a beneficiary or beneficiaries and
may, without their consent, change his or her designation. Any designation shall
be effective only after it is received by the Corporation and shall become
effective as of the date it is signed and shall be controlling over any
disposition by will or otherwise.
Upon the death of a member his or her account shall be paid or
distributed to the beneficiary or beneficiaries designated by such member, or in
the absence of such designation, to the executor or administrator of his or her
estate, and in either event the Corporation shall not be under any further
liability to anyone. If more than one beneficiary is designated, then each
beneficiary shall receive an equal portion of the account unless the member
indicates to the contrary in his or her designation, provided that the
Corporation may in its sole discretion make distributions in such form as will
avoid the creation of fractional shares.
10. ADMINISTRATION OF THE PLAN:
The Plan shall be administered by such officers or other
employees of the Corporation as the Corporation may from time to time select,
and the persons so selected shall be responsible for the administration of the
Plan. All costs and expenses incurred in administering the Plan shall be paid by
the Corporation. Any taxes applicable to the member's account shall be charged
or credited to the member's account by the Corporation.
11. MODIFICATION AND TERMINATION:
The Corporation expects to continue the Plan until such time as
the shares reserved for issuance under the Plan have been sold. The Corporation
reserves, however, the right to amend, alter, or terminate the Plan in its
discretion. Upon termination, each member shall be entitled to the amount of his
or her individual account within thirty (30) days after termination.
4
<PAGE> 5
12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION:
Appropriate and proportionate adjustments shall be made in the
number and class of shares of stock subject to this plan, and to the rights
granted hereunder and the prices applicable to such rights, in the event of a
stock dividend, stock split, reverse stock split, recapitalization,
reorganization, merger, consolidation, acquisition, separation, or like change
in the capital structure of the Corporation.
13. ASSIGNABILITY OF RIGHTS:
No rights of any employee under this Plan shall be assignable by
him or her, by operation of law, or otherwise, except to the extent that a
member is permitted to designate a beneficiary or beneficiaries as hereinabove
provided, and except to the extent permitted by the law of descent and
distribution if no such beneficiary be designated. Prior to the issuance of any
shares under this Plan, each employee member shall be required to sign a
statement as set forth in Exhibit "A" attached hereto and incorporated herein.
14. PARTICIPATION IN OTHER PLANS:
Nothing herein contained shall affect an employee's right to
participate in and receive benefits under and in accordance with the then
current provisions of any pension, insurance, or other employee welfare plan or
program of the Corporation.
15. APPLICABLE LAW:
The interpretation, performance, and enforcement of this Plan
shall be governed by the laws of the State of California.
16. EFFECTIVE DATE OF PLAN; SHAREHOLDER APPROVAL:
The Plan shall become effective upon adoption by the Board and
approval by the shareholders of the Corporation.
17. LEGEND CONDITIONS:
The shares of Common Stock to be issued pursuant to the
provisions of this Plan shall have endorsed upon their face the following:
1. Any legend condition imposed as a condition of qualification
by the California Commissioner of Corporations
2. Unless the shares to be issued under this Plan have been
registered under the Securities Act of 1933, the following additional
legend shall be placed on the certificates:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933. The shares have been
acquired for investment and may not
5
<PAGE> 6
be pledged or hypothecated, and may not be sold or transferred in
the absence of an effective Registration Statement for the shares
under the Securities Act of 1933 or an opinion of counsel to the
Company that registration is not required under said Act."
3. The legend provided for in Section 7 hereof.
6
<PAGE> 1
EXHIBIT 5.1
April 4, 2000
The Good Guys, Inc.
7000 Marina Boulevard
Brisbane, California 94005-1840
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 public offering by the Company of up to 400,000
shares of Common Stock issuable under the Company's Employee Stock Purchase
Plan.
We have examined the Company's Registration Statement of Form S-8 in
the form to be filed with the Securities and Exchange Commission on or about
April 5, 2000 (the "Registration Statement"). We further have examined the
Restated Certificate of Incorporation of the Company as certified by the
Secretary of State of the State of Delaware, the Bylaws and the minute books of
the Company as a basis for the opinion hereafter expressed.
Based on the foregoing examination, we are of the opinion that, upon
issuance and sale in the manner described in the Registration Statement, the
shares of Common Stock covered by the Registration Statement will be legally
issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
HOWARD, RICE, NEMEROVSKI,
CANADY, FALK & RABKIN
A Professional Corporation
By:/s/Richard W. Canady
---------------------------------
RICHARD W. CANADY
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of The Good Guys, Inc. on Form S-8 of our report dated November 3,
1999, 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, 1999.
Deloitte & Touche LLP
April 4, 2000
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below, being a member of the Board of Directors of The Good
Guys, Inc. (the "Company"), hereby constitutes and appoints Ronald A. Unkefer,
Paul Erickson and Vance R. Schram, and each of them, as his true and lawful
attorney-in-fact and agent, each with full power of substitution and
resubstitution, for and in his name, place and stead, in any and all capacities,
to sign on his behalf a registration statement on Form S-8 with respect to an
increase by 400,000 in the number of shares of its common stock issuable under
the Company's Employee Stock Purchase Plan, and any and all amendments
(including post-effective amendments) thereto and any Registration Statement
relating to the same offering pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with all exhibits thereto, and all
other documents in connection therewith and with such registration statements,
with the Securities and Exchange Commission, with the full power and authority
to do and perform each and every act and thing necessary or advisable to be done
in connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his 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: January 26, 2000
/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 H. Schulze
-----------------------------------
Horst H. Schulze
/s/ Joseph P. Clayton
-----------------------------------
Joseph P. Clayton
/s/ Joseph M. Schell
-----------------------------------
Joseph M. Schell
