<PAGE>
<PAGE> 1
As filed with the Securities and Exchange Commission on December 7, 1995.
Registration No. 33-64633
___________________________________________________________________________
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________
AIRGAS, INC.
(Exact name of registrant as specified in its charter)
Delaware 56-0732648
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Five Radnor Corporate Center, Suite 550
100 Matsonford Road
Radnor, Pennsylvania 19087
(610) 687-5253
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
_____________
TODD R. CRAUN, ESQUIRE
AIRGAS, INC.
Five Radnor Corporate Center, Suite 550
100 Matsonford Road
Radnor, Pennsylvania 19087
(610) 687-5253
Address, including zip code, and telephone number,
including area code, of agent for service)
_____________
Copy to:
NANCY D. WEISBERG, ESQ.
MCCAUSLAND, KEEN & BUCKMAN
Five Radnor Corporate Center, Suite 500
100 Matsonford Road
Radnor, Pennsylvania 19087
___________________________________________________________________________
___________________________________________________________________________
<PAGE>
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. /___/
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. /___/
_____________
<PAGE>
<PAGE> 3
AIRGAS, INC.
CROSS REFERENCE SHEET PURSUANT TO
ITEM 501(b) OF REGULATION S-K
Item No. Form S-3 Caption Prospectus Page or Caption
-------- ---------------- --------------------------
1. Forepart of the Registration Facing Page; Cross
Statement and Outside Reference Sheet; Outside
Front Cover Page of Prospectus Front Cover Page
2. Inside Front and Outside Back Inside Front Cover Page;
Cover Pages of Prospectus Outside Back Cover Page
3. Summary Information, Risk Not Applicable
Factors and Ratio of Earnings
to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Selling Stockholders
8. Plan of Distribution Plan of Distribution
9. Description of Securities to Incorporated by Reference
be Registered from the Registrant's
Registration Statement
on Form 8-A
10. Interests of Named Experts Legal Matters
and Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Incorporation by Reference
Information by Reference
13. Disclosure of Commission Not Applicable
Position on Indemnification
for Securities Act Liabilities
<PAGE>
<PAGE> 4
PROSPECTUS
__________
AIRGAS, INC.
____________
120,000 Shares of Common Stock
Up to 120,000 shares (the "Shares") of Airgas, Inc. (the "Company")
common stock, par value $.01 per share (the "Common Stock"), may be offered
from time to time under this Prospectus by certain stockholders of the
Company (the "Selling Stockholders"). The Shares have been or may be issued
by the Company to the Selling Stockholders, pursuant to the acquisition of a
company of which the Selling Stockholders were stockholders. See "Selling
Stockholders."
The issuance of the Shares by the Company to the Selling Stockholders
is not being registered hereunder. Only the resale of the Shares by the
Selling Stockholders is covered by this Prospectus. Any such sales may be in
one or more transactions to be executed on the New York Stock Exchange, on any
other exchange on which the Common Stock may be traded or in the
over-the-counter market at prices prevailing at the times of such sales or in
private sales at prices related to the prevailing market prices or at
negotiated prices. See "Plan of Distribution."
The Common Stock is traded on the New York Stock Exchange. The last
reported sale price of the Common Stock, on December 5, 1995,
as reported on the New York Stock Exchange, was $30.125 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is December 7, 1995.
<PAGE>
<PAGE> 5
AVAILABLE INFORMATION
_____________________
Airgas, Inc. is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices located at Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661, and Seven World Trade Center, New York,
New York 10048. Copies of such materials can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates.
The Company's Common Stock is listed on the New York Stock Exchange
and reports, proxy statements and other information concerning the Company can
be inspected and copied at the offices of the New York Stock Exchange, Inc.,
20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement
under the Securities Act of 1933, as amended (the "Securities Act") with
respect to the Common Stock being offered by this Prospectus. This Prospectus
does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted as permitted by the
rules and regulations of the Commission. Statements contained in this
Prospectus concerning any contract or other document filed with or
incorporated by reference in the Registration Statement are not necessarily
complete, each statement being qualified in all respects by such reference.
For further information regarding the Company and the Common Stock, reference
is made to the Registration Statement, including the documents and exhibits
filed or incorporated as a part thereof, which may be inspected without charge
at the office of the Commission at 450 Fifth Street, N.W., Washington, DC
20549, and copies of all or any part thereof may be obtained from such office
upon payment of the fees prescribed by the Commission.<PAGE>
<PAGE> 6
INCORPORATION BY REFERENCE
__________________________
The following documents filed by the Company with the Commission (File
No. 1-9344) are incorporated herein by reference:
(1) The Company's annual report on Form 10-K and Form 10-K/A1 for
the fiscal year ended March 31, 1995;
(2) The Company's Proxy Statement dated July 5, 1995;
(3) The Company's Quarterly Reports on Form 10-Q for the quarters
ended June 30, 1995 and September 30, 1995;
(4) The Company's Current Report on Form 8-K, dated November 22,
1995;
(5) The Company's Current Report on Form 8-K, dated November 28,
1995;
(6) All other reports filed with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act since March 31, 1995; and
(7) The description of the Company's Common Stock contained in
the Company's registration statement on Form 8-A effective under Section
(12(b) of the Exchange Act on December 19, 1986.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act, prior to the termination of the
offering made herein, shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing of such
documents.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the written or
oral request of such person, a copy of any and all information that has
been incorporated by reference in this Prospectus (but not including exhibits
to the information that is incorporated by reference unless such exhibits
are specifically incorporated by reference in the information that this
Prospectus incorporates), each such request to be addressed as follows:
Todd R. Craun, Esquire, Airgas Inc., Five Radnor Corporate Center, Suite 550,
100 Matsonford Road, Radnor, Pennsylvania 19087, (610) 687-5253.
THE COMPANY
___________
The Company distributes industrial, medical, and specialty gases and a
wide selection of name-brand welding equipment, accessories and industrial
protective equipment. The Company is the largest independent industrial
gas distributor in the United States. The Company's principal business
strategy is to continue to expand its distribution network, through a program
of acquiring independent distributors. The Company also manufactures and
sells acetylene, nitrous oxide, carbon products and calcium carbide.
<PAGE> 7
THE OFFERING
____________
On December 1, 1995, the Company acquired National Welding Supply Co.
("National") and, as a result, the former shareholders of National received
a total of 108,089 shares of the Company's Common Stock. The Selling
Stockholders may also receive additional shares (the "Additional Shares")
three years after December 1, 1995 if the fair market value of the Company's
Common Stock on such date is less than the fair market value on
December 1, 1995. The number of Additional Shares to be issued would be
based upon the number of Shares held by the Selling Stockholders on the
third anniversary date and the difference in the fair market value of the
Common Stock on December 1, 1995 and the date three years after December 1,
1995.
A registration rights and stock price guarantee agreement between the
Company and each of the Selling Stockholders provides the Selling
Stockholders with certain registration rights. The registration statement of
which this Prospectus is a part has been filed by the Company in satisfaction
of the Company's obligations to register the Shares for sale by the Selling
Stockholders pursuant to the registration rights provided under such
agreement.
USE OF PROCEEDS
_______________
The Company will receive no proceeds from any sales of the Shares by
the Selling Stockholders.
The Company will pay all fees and expenses incurred by the Company in
connection with registering the Shares for sale under the Securities Act.
PLAN OF DISTRIBUTION
____________________
The Company has been advised by the Selling Stockholders that they or,
in the event of the death of a Selling Stockholder, the Selling Stockholder's
personal representative, may sell all, or a portion or none of the Shares
registered for sale by them hereunder from time to time. Upon the transfer
of any Shares by a Selling Stockholder by gift or inheritance to certain
family members or trusts for the benefit of certain family members, the donee
would have the same rights of sale as such Selling Stockholder under this
Prospectus. Any such sales may be in one or more transactions to be
executed on the New York Stock Exchange, on any other exchange on which the
Common Stock may be traded or in the over-the-counter market at prices
prevailing at the times of such sales or in private sales at prices related
to the prevailing market prices or at negotiated prices. The sales may
involve (a) a block transaction in which the broker or dealer so engaged
will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b)
purchases as a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; (c) an exchange
distribution in accordance with the rules of such exchange; and (d)
ordinary brokerage transactions and transactions in which the broker
solicits purchases.
<PAGE> 8
The Selling Stockholders will be subject to applicable provisions of
the Securities Exchange Act of 1934 and the rules and regulations thereunder,
including without limitation, Rules 10b-3, 10b-6 and 10b-7, which
provisions may limit the timing of purchases and sales of the Shares by the
Selling Stockholders. Broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions (which compensation may
be in excess of customary commissions). The Selling Stockholders and any
broker-dealers that participate in the distribution of the Shares may be
deemed to be underwriters and any commissions received by them and any
profit on the resale of the Shares positioned by them might be deemed to be
underwriting discounts and commissions under the Securities Act of 1933.
In the event that a Selling Stockholder engages an underwriter in connection
with the sale of Shares, the Selling Stockholder has agreed to file with the
Commission, as an exhibit to the registration statement of which this
Prospectus is a part, an underwriting agreement, if any, entered into with
such underwriter and to disclose any compensation arrangement between the
Selling Stockholder and the underwriter in a supplement to this Prospectus
or, if required, in a post-effective amendment to the registration statement
of which this Prospectus is a part. Any shares covered by this Prospectus
which qualify for sale pursuant to Rule 144 promulgated under the Securities
Act of 1933 may be sold under Rule 144 rather than pursuant to this
Prospectus.
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to
beneficial ownership of the Company's Common Stock as of December 1, 1995,
and as adjusted to reflect the sale of the Shares by the Selling
Stockholders. None of the individuals identified below owns more than 1% of
the Company's outstanding Common Stock as of the date of this Prospectus.
Unless otherwise indicated, the Selling Stockholders listed possess sole
voting and investment power with respect to the shares listed.
Number of Shares Number of Shares
Beneficially Owned Beneficially Owned
Prior to the Shares Being After the
Selling Stockholders Offering(1) Offered (1) Offering(1)
____________________ __________________ _____________ _________________
Daniel C. Parris(2) 86,222 86,222 -0-
Parris Family Trust C,
Craig W. Parris, Trustee 21,867 21,867 -0-
_________________
(1) Assumes that the Selling Stockholders sell all of the Shares
being offered. Does not include the Additional Shares, if any, that may be
issued three years after December 1, 1995.
(2) Since December 1, 1995, Daniel Parris has served as Director of
Professional Development of Airgas, Inc.
<PAGE> 9
The Company is not able to determine, at this time, the number of
Additional Shares, if any, that ultimately will be issued to the Selling
Stockholders, since the amounts are based upon future events.
Transfer Agent and Registrar
The Transfer Agent and Registrar for the Company's Common Stock is The
Bank of New York.
LEGAL MATTERS
_____________
The validity of the Common Stock offered hereby will be passed upon
for the Selling Stockholders by McCausland, Keen & Buckman, Radnor,
Pennsylvania. Certain attorneys of McCausland, Keen & Buckman beneficially
own, in the aggregate, 26,345 shares of the Company's Common Stock and
warrants to purchase 16,220 shares of the Common Stock.
EXPERTS
_______
The consolidated financial statements and schedules of Airgas, Inc. as
of March 31, 1995 and 1994, and for each of the years in the three-year period
ended March 31, 1995, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG Peat Marwick
LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
Our report refers to the retroactive adoption in 1994 of the
provisions of the Financial Accounting Standards Board's Statement of
Financial Accounting Standard No. 109 "Accounting for Income Taxes."<PAGE>
<PAGE> 10
No dealer, salesman or other
person has been authorized to
give any information or to
make any representations not
contained in this Prospectus
in connection with the offer
contained herein, and, if
given or made, such information
or representation must not be
relied upon as having been
authorized by the Company or
Selling Stockholder. This
Prospectus does not constitute
an offer to sell, or a
solicitation of an offer to buy AIRGAS, INC.
any securities offered hereby 120,000 Shares of Common Stock
in any jurisdiction to any
person to whom it is not lawful
to make any such offer or
solicitation in such jurisdiction.
Neither the delivery of this
Prospectus nor any sale made
hereunder shall, Common Stock
under any circumstances, create
an implication that there has been
no change in the affairs of the
Company since the date hereof or
that the information contained
herein is correct as of any time
subsequent to its date.
_______________________
TABLE OF CONTENTS
Available Information. . . . 2
Incorporation By Reference . 3 _____________________________
The Company. . . . . . . . . 3
The Offering . . . . . . . . 4
Use of Proceeds. . . . . . . 4 PROSPECTUS
Plan of Distribution . . . . 4
Selling Stockholders . . . . 5
Legal Matters. . . . . . . . 6 _____________________________
Experts. . . . . . . . . . . 6
December 7, 1995
<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth estimated expenses in connection with
the issuance and distribution of the securities being registered:
Registration Fee $ 1,146 *
NYSE Listing Fee 1,500
Printing and Engraving 1,000
Accounting Fees 3,000
Legal Fees 6,000
Miscellaneous 5,000
Total $17,646
________________
* Actual
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law permits the indemnification by a
Delaware corporation of its directors, officers, employees, and other
agents against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative, or investigative (other
than derivative actions which are by or in the right of the corporation) if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their
conduct was illegal. A similar standard of care is applicable in the case
of derivative actions, except the indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or
settlement of such an action and requires court approval before there can be
any indemnification where the person seeking indemnification has been found
liable to the corporation.
The Company's articles of incorporation provide that each person who
was or is made a party to, or is involved in, any action, suit or proceeding
by reason of the fact that he or she is or was a director or officer of the
Company (or was serving at the request of the Company as a director,
officer, employee or agent for another entity) while serving in such capacity
will be indemnified and held harmless by the Company to the full extent
authorized or permitted by Delaware law. The articles also provide that the
Company may purchase and maintain insurance and may also create a trust fund,
grant a security interest and/or use other means (including establishing
letters of credit, surety bonds and other similar arrangements) and may enter
into contracts providing for indemnification, to ensure full payment of
indemnifiable amounts. The Company has entered into such indemnification
agreements with its directors and executive officers.
<PAGE> 12
ITEM 16. EXHIBITS.
5. Opinion of McCausland, Keen & Buckman, counsel to the Company.
23.1 Consent of McCausland, Keen & Buckman (included in Exhibit 5)
* 23.2 Consent of KPMG Peat Marwick LLP.
* 24. Power of Attorney (see signature page)
___________________________
* Previously filed.
ITEM 17. UNDERTAKINGS.
I. Rule 415 Offering. 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), 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 the registration
statement or any material change to such information in the registration
statement;
Provided, however, that paragraphs (i) and (ii) above
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 pursuant
to this registration statement, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
<PAGE> 13
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.
II. Filings Incorporating Subsequent Exchange Act Documents by
Reference.
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered pursuant to this registration statement,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
III. Acceleration of Effectiveness - Indemnification Undertaking.
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 provisions described
under Item 15 above, 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.<PAGE>
<PAGE> 14
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 the
requirements for 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 Delaware County, Pennsylvania, on December 7, 1995.
AIRGAS, INC.
By: /S/PETER McCAUSLAND
------------------------------------
Peter McCausland, Chairman of the
Board and Chief Executive Officer
By: /S/BRITTON H. MURDOCH
------------------------------------
Britton H. Murdoch, Vice President/
Finance and Chief Financial Officer
By: /S/JEFFREY P. CORNWELL
------------------------------------
Jeffrey P. Cornwell, Corporate
Controller
<PAGE>
<PAGE> 15
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated.
W. Thacher Brown, Director*
Frank B. Foster, III, Director*
James M. Hoak, Jr., Director*
John A.H. Shober, Director*
Erroll C. Sult, Director*
Robert E. Naylor, Director*
Robert L. Yohe, Director*
Merril L. Stott, Director*
* Todd R. Craun, by signing his name hereto, does sign this Registration
Statement on behalf of each of the indicated directors of the Registrant,
pursuant to powers of attorney executed by each of such directors and filed
with the Securities and Exchange Commission, on the date indicated.
/S/Todd R. Craun
- ------------------------------- Date: December 7, 1995
Todd R. Craun, Attorney-in-Fact
<PAGE>
<PAGE>
<PAGE> 16
Exhibit 5
December 7, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Airgas, Inc.
SEC File No. 33-64633
---------------------
Dear Sir or Madam:
We have acted as counsel to Airgas, Inc. (the "Company"), a Delaware
corporation, in connection with the preparation and filing of a
registration statement on Form S-3, which was filed with the Securities and
Exchange Commission on November 29, 1995 and amended on the date hereof (the
"Registration Statement"). Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Registration Statement.
The Registration Statement covers up to 120,000 shares of the
Company's Common Stock, par value $.01 per share (the "Shares"), issued or
issuable to the Selling Stockholders. Of the total number of Shares covered
by the Registration Statement, 108,089 Shares were issued by the Company on
December 1, 1995 pursuant to the Agreement and Plan of Reorganization dated
December 1, 1995 by and among US Airgas, Inc. and National Welding Supply
Co., Daniel C. Parris and The Parris Family Trust C.(the "Merger Agreement")
and the balance of up to 11,911 Additional Shares may be issued to the
Selling Stockholders pursuant to the Registration Rights and Price
Guarantee Agreement dated as of December 1, 1995 between Airgas, Inc. and
the shareholders of National Welding Supply Co.(the "Registration Rights
Agreement").
We have examined the Registration Statement, including the exhibits
thereto, the Company's Amended and Restated Certificate of Incorporation,
the Company's By-Laws, as amended, the minutes of actions taken by the Board
of Directors of the Company and such other instruments as we deemed necessary
for the opinions rendered herein. In the foregoing examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the authenticity of all documents submitted
to us as copies of originals.
Based upon the foregoing, we are of the opinion that:
1. The 108,089 Shares issued under the terms of the Merger Agreement
are validly issued, fully paid and non-assessable.
2. The 11,911 Shares that may be issued under the terms of the
Registration Rights Agreement, when issued in accordance with the terms of
the Registration Rights Agreement, will be validly issued, fully paid and
non-assessable.
<PAGE>
<PAGE> 17
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. We also consent to the reference to this firm
under the heading "Legal Matters" in the Prospectus constituting a part of the
Registration Statement.
Sincerely,
McCausland, Keen & Buckman
By:/S/Nancy D. Weisberg
_____________________
Vice President
<PAGE>
