CERNER CORP /MO/, S-3, 1995-11-09

CERNER CORP /MO/
S-3, 1995-11-09
COMPUTER INTEGRATED SYSTEMS DESIGN

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As filed with the Securities and Exchange Commission on November 8, 1995
Registration No. 33-
- ---------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________

FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
____________________

CERNER CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 43-1196944
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or 2800 Rockcreek Parkway
organization) Suite 601
Kansas City, Missouri 64117
(816) 221-1024
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
____________________

Clifford W. Illig
President
CERNER CORPORATION
2800 Rockcreek Parkway
Suite 601
Kansas City, Missouri 64117
(816) 221-1024
(Name, address, including zip code, and telephone number, including area
code, of agent for service)

Copy to:
Patrick A. Pohlen, Esq.
Stinson, Mag & Fizzell, P.C.
Kansas City, Missouri 64106
(816) 842-8600
____________________

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. ---
| |
---

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|
---

<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Title of each | Amount | Proposed maximum | Proposed maximum | Amount of
class of securities | to be | offering price per | aggregate offering | registration
to be registered | registered | unit (1) | price (1) | fee
- ----------------------------------------------------------------------------------------------------
Common Stock, | | | |
$ .01 par value | 160,000 | $ 26.25 | $ 4,200,000 | $ 1,448
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------

</TABLE>

(1) Pursuant to Rule 457(c) of the Securities Act of 1933,
and solely for the purpose of calculating the amount of
the registration fee, the proposed maximum offering
price per unit and proposed maximum aggregate offering
price is based on the average of the bid and asked
prices of the Common Stock on November 3, 1995 in the
over-the-counter market as quoted on the National
Association of Securities Dealers Automated Quotation
National Market System.

---------------------------------------

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 Act of 1933 or until the
Registration Statement shall become effective on such date
as the Commission acting pursuant to said section 8(a), may
determine.

<PAGE>

Information contained herein is subject to completion or
amendment. A registration statement relating to these
securities has been filed with the Securities and Exchange
Commission. These securities may not be sold nor may offers
to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in
any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such State.

Subject to Completion, dated November 8, 1995

Prospectus

Cerner Corporation

160,000 Shares
of
Common Stock
par value $.01 per share
____________________

This Prospectus relates to 160,000 shares (the
"Shares") of Common Stock, par value $.01 per share (the
"Common Stock"), of Cerner Corporation (the "Company"). The
Shares may be offered from time to time, by Gerald E.
Bisbee, Jr., a director of the Company, and Thomas C.
Tinstman, M.D., an officer and director of the Company
(together, the "Selling Stockholders"), on terms to be
determined at the time of sale (each an "Offering" and,
collectively, the "Offerings"). The Shares consist of
80,000 shares of Common Stock issuable upon the exercise of
stock options by each of the Selling Stockholders. The
Shares will be sold for the account of the Selling
Stockholders and the Company will not receive any proceeds
from the sale of the Shares. The Company has agreed to bear
all expenses relating to the registration and sale of the
Shares other than selling commissions and fees of the
Selling Stockholders.

The Selling Stockholders have advised the Company that
they may from time to time sell Shares through underwriters,
dealers or agents or directly to purchasers, in open market
or in privately negotiated transactions. See "Plan of
Distribution."

The Common Stock is traded in the over-the-counter
market and is quoted through the NASDAQ National Market
System under the symbol "CERN." On November 3, 1995, the
average of bid and asked prices for shares of Common Stock,
as reported by NASDAQ National Market System, was $26.25 per
share.

____________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

No dealer, salesperson or other person has been
authorized to give any information or to make any
representations not contained or incorporated by reference
in this Prospectus and, if given or made, such other
information or representation must not be relied upon as
having been authorized by the Company, any Selling
Stockholder or any other person. Neither the delivery of
this Prospectus nor any sale made herein shall, under the
circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.
This Prospectus does not constitute an offer to sell or
solicitation of an offer to buy the securities offered
hereby to any person or by anyone in any jurisdiction in
which such offer or solicitation may not lawfully be made.
____________________

The date of this Prospectus is November 8, 1995.

<PAGE>

(inside front cover page of prospectus)

AVAILABLE INFORMATION

The Company 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 concerning the
Company may 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 at Seven World Trade Center,
New York, New York 10048 and at Citicorp Center, 500 West
Madison Street, Chicago, Illinois 60661. Copies of such
material can also be obtained upon written request addressed
to the Commission, Public Reference Section, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Common Stock is included for quotation on the NASDAQ
National Market System, and such reports, proxy statements
and other information should be available for inspection and
copying at the offices of the National Association of
Securities Dealers, Inc., 1735 K Street, N.W., Washington,
D.C. 20006.

The Company has filed with the Commission a
registration statement on Form S-3 (herein, together with
all amendments and exhibits, the "Registration Statement")
under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Shares. This
Prospectus does not contain all of the information set forth
in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the
Commission. Statements made in this Prospectus as to the
content of any contract, agreement or other document
referred to are not necessarily complete. With respect to
each such contract, agreement or other document filed or
incorporated by reference as an exhibit to the Registration
Statement, reference is made to the exhibit for a more
complete description of the matter involved, and each such
statement shall be deemed qualified in its entirety by such
reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the
Commission pursuant to the Exchange Act are incorporated
herein by reference: (i) the Company's Annual Report on
Form 10-K for the year ended December 31, 1994; (ii) the
Company's Quarterly Report on Form 10-Q for the quarter
ended July 1, 1995; and (iii) the description of the Common
Stock contained in the Company's Registration Statement on
Form 8-A (File No. 0-15386), including any amendments or
reports filed for the purpose of updating such description.

All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Prospectus and prior to the termination of
the Offerings 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, except that in no
event shall any information included in any such document in
response to Item 402(i), (k) or (l) of Regulation S-K be
deemed to constitute a part of this Prospectus.

<PAGE>

(inside front cover page of prospectus continued)

Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement
contained in any subsequently filed document which is deemed
to be incorporated by reference herein 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.

The Company will provide, without charge, to each
person to whom a copy of this Prospectus is delivered, upon
the written or oral request of such person, a copy of any or
all of the documents incorporated by reference herein (other
than exhibits thereto, unless such exhibits are specifically
incorporated by reference into the information that this
Prospectus incorporates). Written or telephone requests for
such copies should be directed to the Company's principal
office: Cerner Corporation, 2800 Rockcreek Parkway, Suite
601, Kansas City, Missouri 64117, Attention: Kim Stevens,
(816) 221-1024.

<PAGE>

THE COMPANY

The Company designs, develops, markets and supports
computer software information systems for use in automating
the process of healthcare for providers, such as hospitals,
clinics, HMOs and reference laboratories. The Company's
systems are designed to automate the patient care processes
for diagnosis and treatment of patients. The systems
present information to healthcare professionals in a
comprehensive manner which emphasizes the clinically
significant attributes of the data while managing orders,
capturing and validating information and scheduling tests
and procedures.

The Company was incorporated in Missouri in 1980.
Through a merger into a wholly-owned Delaware subsidiary
effected in June 1987, the Company became a Delaware
corporation. The Company's principal executive offices are
located at 2800 Rockcreek Parkway, Kansas City, Missouri
64117, and its telephone number is (816) 221-1024.

USE OF PROCEEDS

The Company will not receive any proceeds from the sale
of Shares by the Selling Stockholders. See "Selling
Stockholders."

SELLING STOCKHOLDERS

The Shares which may be offered hereby are for the
account of the Selling Stockholders, Gerald E. Bisbee, Jr.
and Thomas C. Tinstman, M.D., both directors of the Company.
As of the date hereof, Mr. Bisbee owns 1,400 shares of
Common Stock, directly and of record, and Dr. Tinstman owns
600 shares of Common Stock, directly and of record. In
addition to the Common Stock owned directly and of record by
Mr. Bisbee and Dr. Tinstman, each of Mr. Bisbee and Dr.
Tinstman has stock options to purchase 80,000 shares of
Common Stock. The aggregate of 162,000 shares so held
constitutes the entire beneficial interest in shares of
Common Stock of the Selling Stockholders.

PLAN OF DISTRIBUTION

The Selling Stockholders may from time to time effect the
sale of up to 160,000 of the Shares covered by this
Prospectus. Such sales may be made in one or more
transactions in the over-the-counter market, at prices and
at terms then prevailing or at prices related to the then-
current market price, or in negotiated transactions or
otherwise. In effecting sales, brokers or dealers engaged
by the Selling Stockholders may arrange for other brokers or
dealers to participate. The brokers or dealers engaged by
the Selling Stockholders will receive commissions or
discounts from the Selling Stockholder in amounts to be
negotiated immediately prior to the sale. Such brokers or
dealers and any other participating brokers or dealers, as
well as the Selling Stockholders, may be deemed to be
"underwriters" within the meaning of the Securities Act in
connection with such sales. The Selling Stockholders do not
deem themselves to be "underwriters" within the meaning of
the Securities Act.

EXPERTS

The financial statements and schedules of Cerner
Corporation as of December 31, 1994 and 1993 and for each of
the years in the three-year period ended December 31, 1994,
incorporated by reference herein and elsewhere in the
Registration Statement, 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.

Documents incorporated by reference herein in the
future will include financial statements, related schedules
(if required) and auditors' reports, which financial
statements and schedules will have been examined to the
extent and for the periods set forth in such reports by the
firm or firms providing such reports, and will be
incorporated by reference herein in reliance upon such
reports given upon the authority of such firms as experts in
accounting and auditing.

LEGAL MATTERS

Certain legal matters relating to the validity of the
Shares will be passed upon for the Company by Stinson, Mag &
Fizzell, P.C., counsel to the Company. As of July 27, 1995,
attorneys of such law firm owned in the aggregate 90,392
shares of Common Stock.

MATERIAL CHANGES

There have been no material changes in the Company's
affairs which have occurred since December 31, 1994, the end
of the latest fiscal year of the Company for which certified
financial statements were included in the Company's Annual
Report to Stockholders, and which have not been described in
a report on Form 10-Q or Form 8-K filed under the Exchange
Act.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of the State
of Delaware (the "DGCL") gives Delaware corporations broad
powers to indemnify their present and former directors and
officers and those of affiliated corporations against
expenses incurred in the defense of any lawsuit to which
they are made parties by reason of being or having been such
directors or officers, including expenses relating to
liabilities under the Securities Act, subject to specified
conditions and exclusions, gives a director or officer who
successfully defends an action the right to be so
indemnified and authorizes corporations to buy directors'
and officers' liability insurance. Such indemnification is
not exclusive of any other rights to which those indemnified
may be entitled under any by-laws, agreement, vote of
stockholders or otherwise.

The Company's Bylaws provide that the Company shall
indemnify officers and directors, and to the extent
authorized by the Board of Directors, employees and agents
of the Company, to the fullest extent permitted by and in
the manner permissible under the DGCL. The Bylaws also
permit the Board of Directors to authorize the Company to
purchase and maintain insurance against any liability
asserted against any director, officer, employee or agent of
the Company arising out of his capacity as such.

In accordance with Section 102(b)(7) of the DGCL, the
Company's Restated Certificate of Incorporation provides
that directors shall not be personally liable for monetary
damages for breaches of their fiduciary duty as directors
except for (1) breaches of their duty of loyalty to the
Company or its stockholders, (2) acts or omissions not in
good faith or which involve intentional misconduct or
knowing violations of law, (3) under Section 174 of the DGCL
(unlawful payment of dividends) or (4) transactions from
which a director derives an improper personal benefit.

The Company has entered into Indemnification Agreements
with the Company's directors, Clifford W. Illig, Neal L.
Patterson, Charles S. Runnion, III, David J. Hart, Gerald E.
Bisbee, Jr., Thomas C. Tinstman, M.D. and David M.
Margulies, M.D., which provides for indemnification of such
persons in certain circumstances.

The Company has obtained directors and officers
liability insurance for each of its directors and executive
officers which (subject to certain limits and deductibles)
(i) insures such persons against loss arising from certain
claims made against them by reason of such persons being a
director or officer, and (ii) insures the Company against
loss which it may be required or permitted to pay as
indemnification due such persons for certain claims. Such
insurance may provide coverage for certain matters as to
which the Company may not be permitted by law to provide
indemnification.

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
Securities Act and is, therefore, unenforceable.

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The Company will pay all expenses relating to the
registration and sale of the Shares including the filing fee
set forth herein and the costs of preparation, reproduction
and distribution for this Registration Statement and any
related prospectus and will pay any related accountants'
fees, legal fees and expenses (all of which individually and
in total are expected to be minimal and are currently
estimated not to exceed $2,500 in total). The Selling
Stockholders will bear selling commissions and fees of the
Selling Stockholders, if any, none of which are currently
susceptible of reasonable estimation.

Item 15. Indemnification of Directors and Officers.

(a) The Delaware GCL (Section 145) gives Delaware
corporations broad powers to indemnify their present and
former directors and officers and those of affiliated
corporations against expenses incurred in the defense of any
lawsuit to which they are made parties by reason of being or
having been such directors or officers, subject to specified
conditions and exclusions, gives a director or officer who
successfully defends an action the right to be so
indemnified, and authorizes the Registrant to buy directors'
and officers' liability insurance. Such indemnification is
not exclusive of any other rights to which those indemnified
may be entitled under any by-laws, agreement, vote of
stockholders or otherwise.

(b) The Company's Bylaws provide that the Company
shall indemnify officers and directors, and to the extent
authorized by the Board of Directors, the employees and
agents of the Company, to the fullest extent permitted by
and in the manner permissible under the DGCL. The Bylaws
also permit the Board of Directors to authorize the Company
to purchase and maintain insurance against any liability
asserted against any director, officer, employee or agent of
the Company arising out of his capacity as such.

(c) In accordance with Section 102(b)(7) of the DGCL,
the Registrant's Certificate of Incorporation provides that
directors shall not be personally liable for monetary
damages for breaches of their fiduciary duty as directors
except for (1) breaches of their duty of loyalty to the
Registrant or its stockholders, (2) acts or omissions not in
good faith or which involve intentional misconduct or
knowing violations of law, (3) under Section 174 of the DGCL
(unlawful payment of dividends) or (4) transactions from
which a director derives an improper personal benefit.

(d) The Company has entered into Indemnification
Agreements with the Company's directors, Clifford W. Illig,
Neal L. Patterson, Charles S. Runnion, III, David J. Hart,
Gerald E. Bisbee, Jr., Thomas C. Tinstman, M.D. and David M.
Margulies, M.D., which provides for indemnification of such
persons in certain circumstances.

(e) The Company has obtained directors and officers
liability insurance for each of its directors and executive
officers which (subject to certain limits and deductibles)
(i) insures such persons against loss arising from certain
claims made against them by reason of such persons being a
director or officer, and (ii) insures the Company against
loss which it may be required or permitted to pay as
indemnification due such persons for certain claims. Such
insurance may provide coverage for certain matters as to
which the Company may not be permitted by law to provide
indemnification.

Item 16. Exhibits.

A list of the exhibits included as part of this
Registration Statement is set forth in the Exhibit Index
which immediately precedes such exhibits and is incorporated
by reference herein.

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 of 1933 (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 thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in this 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 (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
(the "Exchange Act") that are incorporated by reference in
this Registration Statement.

(2) That, for the purpose of determining any
liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.

(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 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 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 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 provisions referred to in Item
15, 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>

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 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 the City of Kansas City, State
of Missouri, on November 8, 1995.

CERNER CORPORATION

By: /S/CLIFFORD W. ILLIG
------------------------------
Clifford W. Illig
President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes
and appoints Clifford W. Illig the true and lawful attorney-in-fact
and agent of the undersigned, with full power of substitution and
resubstitution, for and in the name, place and stead of the undersigned,
in any and all capabilities, to sign any and all amendments (including
post-effective amendments thereto, and other documents in connection
therewith) with the Securities and Exchange Commission, and hereby
grants to such attorney-in-fact and agent full power and authority to
do and perform each and every act and thing requisite and necessary to
be done, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute, may lawfully do or cause
to be done by virtue hereof.

Signature and Title Date
- ---------------------------------------- ----------------

/S/NEAL L. PATTERSON November 8, 1995
- -------------------------------
Neal L. Patterson
Chairman of the Board and Director
(Principal Executive Officer)

/S/CLIFFORD W. ILLIG November 8, 1995
- -------------------------------
Clifford W. Illig
President and Director
(Principal Accounting Officer)

/S/MARC G. NAUGHTON November 8, 1995
- -------------------------------
Marc G. Naughton
Assistant Treasurer
(Principal Financial Officer)

/S/GERALD E. BISBEE, JR. November 8, 1995
- -------------------------------
Gerald E. Bisbee, Jr.
Director

/S/MICHAEL E. HERMAN November 8, 1995
- -------------------------------
Michael E. Herman
Director

/S/CHARLES S. RUNNION, III November 8, 1995
- -------------------------------
Charles S. Runnion, III
Director

/S/THOMAS C. TINSTMAN, M.D. November 8, 1995
- -------------------------------
Thomas C. Tinstman, M.D.
Director

/S/DAVID M. MARGULIES, M.D. November 8, 1995
- -------------------------------
David M. Margulies, M.D.
Director

/S/DAVID J. HART November 8, 1995
- -------------------------------
David J. Hart
Director

<PAGE>

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 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 the City of Kansas City,
State of Missouri, on November 8, 1995.

CERNER CORPORATION

By: /S/CLIFFORD W. ILLIG
------------------------------
Clifford W. Illig
President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and
appoints Clifford W. Illig the true and lawful attorney-in-fact and agent
of the undersigned, with full power of substitution and resubstitution,
for and in the name, place and stead of the undersigned, in any and all
capabilities, to sign any and all amendments (including post-effective
amendments thereto, and other documents in connection therewith) with
the Securities and Exchange Commission, and hereby grants to such
attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as the undersigned might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact
and agent or his substitute, may lawfully do or cause to be done by
virtue hereof.