As filed with the Securities and Exchange Commission on June 23, 2000
Registration No. 333-______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BUSINESSMALL.COM, INC.
(Exact name of issuer as specified in its charter)
Nevada
(State or other jurisdiction of 95-3480640
incorporation or organization) (I.R.S.Identification No.)
601 Cleveland Street, Suite 930, Clearwater, Florida 33755
(Address of Principal Executive Offices) (Zip Code)
BusinessMall.Com, Inc. 2000 Equity Incentive Plan
Warrants and Common Stock issued as compensation
to Consultants pursuant to written agreements
Termination and Settlement Agreement
(Full title of the Plan)
Barry L. Shevlin, CEO
BusinessMall.Com, Inc.
18469 U.S. Highway 19 N.
Clearwater, FL 33764
(Name and address of agent for service)
(727) 507-3555
(Telephone number, including area code of agent for service)
copies to:
Sommer & Schneider LLP
595 Stewart Avenue, Suite 710
Garden City, NY 11530
(516) 228-8181
Approximate date of commencement of proposed sale to the public: Upon the
effective date of this Registration Statement.
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee(1)
Common Stock 499,896 $.50 $ 249,948 $ 69.49
Common Stock
issuable
pursuant to
the Plan 2,000,000(2) $.50 $1,000,000 $ 278.00
Common Stock 300,000(3) $.50 $ 150,000 $ 41.70
Common Stock 50,000(4) $.562 $ 28,100 $ 7.81
TOTAL $1,428,048 $ 397.00
(1) The fee with respect to these shares has been calculated pursuant to Rules
457(h) and 457(c) under the Securities Act of 1933 and based upon the average of
the last price per share of the Registrant's Common Stock on March 14, 2000, a
date within five (5) days prior to the date of filing of this Registration
Statement, as reported by the OTC-Bulletin Board.
(2) These shares represent an aggregate amount of shares of common stock which
have been authorized and reserved for issuance under the Registrant's 2000
Equity Incentive Plan. Pursuant to Rule 416 promulgated under the Securities
Act of 1933, as amended, this Registration Statement covers such additional
shares of common stock to be offered or issued to prevent dilution as a result
of future stock splits, stock dividends or similar transactions.
(3) Issuable to consultants of the Registrant.
(4) Issuable upon the exercise of Warrants granted to a consultant of the
Registrant.
Documents Incorporated by Reference X Yes No
EXPLANATORY NOTE
The Reoffer Prospectus, filed as part of this Registration Statement, has been
prepared in accordance with the requirements of Form S-3 and will be used for
offers of Common Stock of Progressive Telecommunications Corporation (the
"Company"), by persons who may be deemed to be affiliates of the Company (as
that term is defined in Rule 405 under the Securities Act of 1933, as amended).
<PAGE>
PROGRESSIVE TELECOMMUNICATIONS CORPORATION
CROSS REFERENCE SHEET
Between Items of Form S-3 and Prospectus
Pursuant to Rule 501(b) of Regulation S-K
Registration Statement
Item and Heading Location in Prospectus
1. Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus................................ Cover Page
2. Inside Front and Outside Back
Cover Pages of Prospectus............................... Inside Cover Page
3. Summary Information, Risk
Factors and Ratio of Earnings
to Fixed Charges........................................ Introduction
4. Use of Proceeds....................................... Not applicable
5. Determination of Offering Price....................... Not applicable
6. Dilution.............................................. Not applicable
7. Selling Security Holders............................. Cover Page, Selling
Shareholders
8. Plan of Distribution................................. Selling Shareholders
9. Description of Securities
to be Registered..................................... Documents
Incorporated by
Reference
10. Interests of Named Experts
and Counsel............................................ Legal Opinion and
Experts
11. Material Changes.................................... Not applicable
12. Incorporation of Certain
Information by Reference.............................. Documents
Incorporated by
Reference
13. Disclosure of Commission
Position on Indemnification of
Securities Act Liabilities........................... Indemnification
<PAGE>
REOFFER PROSPECTUS
BUSINESSMALL.COM, INC.
2,849,896 Shares
Common Stock
$.001 par value
This Prospectus is being used in connection with the offering from time to time
by certain shareholders of BusinessMall.Com, Inc. ("Selling Shareholders") or
their successors in interest of shares of the Common Stock ($.001 par value) of
BusinessMall.Com, Inc. ("Common Stock") which have been or may be acquired upon
the exercise of stock options or stock awards pursuant to the BusinessMall.Com,
Inc. 2000 Equity Incentive Plan (the "Plan") and which were acquired by one of
the Selling Shareholders as compensation as an officer and director of the
Company and upon the issuance of shares and the exercise of warrants granted as
compensation to certain consultants of the Company.
The Common Stock may be sold from time to time by the Selling Shareholder or by
pledgees, donees, transferees, or other successors in interest. Such sales may
be made in the over-the-counter market or otherwise at prices and at terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions. The Common Stock may be sold by one or more of the
following: (a) a block trade 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 by 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. In effecting sales, brokers, or dealers engaged
by the Selling Shareholder may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts from
Selling Shareholders in amounts to be negotiated immediately prior to the sale.
Such brokers or dealers and any other participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Act") in connection with such sales. In addition, any securities
covered by this Prospectus which qualify for sale pursuant to Rule 144 may be
sold under Rule 144 rather than pursuant to this Prospectus. BusinessMall.Com,
Inc. will not receive any of the proceeds from the sale of these shares,
although it has paid the expenses of preparing this Prospectus and the related
Registration Statement.
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 last sale price of BusinessMall.Com, Inc. Common Stock as reported by the
OTC-Bulletin Board on June 22, 2000 was $.50.
The date of this Prospectus is June 22, 2000.
<PAGE>
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
INFORMATION OR TO MAKE REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING CONTAINED HEREIN AND, IF GIVEN OR MADE INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING OF ANY SECURITIES
OTHER THAN THOSE TO WHICH IT RELATES OR IN ANY STATE OR OTHER JURISDICTION IN
WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF OR SINCE THE DATES AS OF WHICH INFORMATION IS SET FORTH
HEREIN.
AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-8 under the Securities
Act with respect to the Common Stock offered hereby. This Prospectus, which
constitutes a part of the Registration Statement, omits certain of the
information contained in the Registration Statement and the exhibits and
schedules thereto on file with the Commission pursuant to the Securities Act and
the rules and regulations of the Commission thereunder. For further information
with respect to the Company and its Common Stock, reference is made to the
Registration Statement and the exhibits and schedules thereto. Statements
contained in this Prospectus regarding the contents of any agreement or other
document filed as an exhibit to the Registration Statement are not necessarily
complete, and in each instance reference is made to the copy of such agreement
filed as an exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference. The Registration Statement,
including the exhibits and schedules thereto, can be inspected and copied at the
Commission's offices as described above.
The Company is subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
annual and quarterly reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed by the
Company with the Commission pursuant to the informational requirements of the
Exchange Act may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Judiciary
Plaza, Washington, D.C. 20549, as well as at the Commission's Regional Offices
at 7 World Trade Center, Suite 1300, New York, New York 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material may be obtained at prescribed rates from the Public Reference Room
of the Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.
20549. Information concerning the operation of the Public Reference Room may be
obtained by calling the Commission at 1-800-SEC-0330. The Commission maintains
an Internet site at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants, including
the Company, that file electronically with the Commission.
The Company will provide without charge to each person to whom this Prospectus
is delivered, upon written or oral request of such person, a copy of any and all
of the information that has been or may be incorporated by reference in this
Prospectus but is not delivered with this Prospectus (other than exhibits to
such information unless such exhibits are incorporated by reference in this
Prospectus). Such requests may be mailed to BusinessMall.Com, Inc.,
18489 US HWY 19 N, Clearwater, Florida 33764, Attention: Erin Meehan, or may be
made by telephone to Ms. Meehan at (727) 507-3555.
<PAGE>
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION....................................... 1
SELLING SHAREHOLDERS....................................... 4
DOCUMENTS INCORPORATED BY REFERENCE......................... 4
EXPERTS..................................................... 5
LEGAL OPINION............................................... 5
INDEMNIFICATION ............................................ 5
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth the names of the Selling Shareholders, the
number of shares of Common Stock owned by the Selling Shareholders, the number
of shares of Common Stock to be offered by the Selling Shareholders and the
number of shares of Common Stock the Selling Shareholders will own after the
completion of this offering.
Beneficial Ownership Beneficial Ownership
Name of Prior to Offering After Offering
Selling Shareholder(2) Shares Percentage Shares(1) Percentage
Robert Thompson 499,896 3.45% -0- --
Damian Freeman 100,000(3) .70% -0- --
Paul Winkle 250,000 1.70% -0- --
(1) Assumes the sale of all of the shares of Common Stock owned by the Selling
Shareholder.
(2) The 2,000,000 shares of Common Stock issuable pursuant to the Plan may be
offered by certain officers and directors who are to be named in one or more
supplements to this Prospectus who acquire shares pursuant to the exercise of
options or stock grants pursuant to the Plan.
(3) Includes 50,000 shares which may be obtained upon the exercise of warrants.
The warrants are immediately exercisable at $.562 per share.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated in this Prospectus by reference and
made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended September
30, 1999;
(b) The Company's Quarterly Report on Form 10-QSB for the quarter ended December
31 1999;
(c) Amendment No. 1 to the Company's Quarterly Report on Form 10-QSB for the
quarter ended December 31 1999;
(d) The Company's Quarterly Report on Form 10-QSB for the quarter ended March
31, 2000;
(e) The Company's Current Report on Amendment No. 1 to Form 8-K for the event
dated July 30, 1999 filed with the SEC on October 13, 1999;
(f) The Company's Current Report on Form 8-K for the event dated October 1, 1999
filed with the SEC on October 6, 1999;
(g) An Amendment to Form 8-K was filed by the Company dated as of October 1,
1999 and filed November 15, 1999;
(h) The Company's Current Report on form 8-K for the event dated December 29,
1999 and filed January 12, 2000;
(i) The Company's Current Report on Form 8-K for the event dated February 10,
2000 and filed January 12, 2000;
(j) Proxy Statement filed February 21, 2000; and
(k) All other documents filed by the Company after the date of this Registration
Statement under Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment to the
Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining in the Registration
Statement and to be part thereof from the date of filing of such documents.
<PAGE>
EXPERTS
The consolidated financial statements of the Company at September 30, 1999 and
1998 and for the two years ended September 30, 1999 incorporated by reference
herein and in the registration statement have been audited by Meeks Dorman &
Company, P.A., independent auditor as set forth in their respective report
thereon incorporated herein by reference, and is included in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.
LEGAL OPINION
The legality of the Common Stock to be offered hereby has been passed upon for
the Company by the firm of Sommer & Schneider LLP, 595 Stewart Avenue, Garden
City, NY 11530. Partners of the firm own an aggregate of 266,500 shares of
the Company's common stock.
INDEMNIFICATION
The Certificate of Incorporation and By-laws of the Company provide that the
Company shall indemnify to the fullest permitted by Nevada law any person whom
it may indemnify thereunder, including directors, officers, employees and agents
of the Company. Such indemnification (other than as ordered by a court) shall
be made by the Company only upon a determination that indemnification is proper
in the circumstances because the individual met the applicable standard of
conduct i.e., such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the Company. Advances
for such indemnification may be made pending such determination. Such
determination shall be made by a majority vote of a quorum consisting of
disinterested directors, or by independent legal counsel or by the stockholders.
In addition, the Certificate of Incorporation provides for the elimination, to
the extent permitted by Nevada law, of personal liability of directors to the
Company and its stockholders for monetary damages for breach of fiduciary duty
as directors.
The Company has also agreed to indemnify each director and executive officer
pursuant to an Indemnification Agreement with each such director and executive
officer from and against any and all expenses, losses, claims, damages and
liability incurred by such director or executive officer for or as a result of
action taken or not taken while such director or executive officer was acting in
his capacity as a director, officer, employee or agent of the Company. The
obligations of the Company for indemnification is limited to the extent provided
in the New York Business Corporation Act and is also limited in situations
where, among others, the indemnitee is deliberately dishonest, gains any profit
or advantage to which he is not legally entitled or is otherwise indemnified.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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 of 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.
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this Registration
Statement and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended September
30, 1999;
(b) The Company's Quarterly Report on Form 10-QSB for the quarter ended December
31 1999;
(c) Amendment No. 1 to the Company's Quarterly Report on Form 10-QSB for the
quarter ended December 31 1999;
(d) The Company's Quarterly Report on Form 10-QSB for the quarter ended March
31, 2000;
(e) The Company's Current Report on Amendment No. 1 to Form 8-K for the event
dated July 30, 1999 filed with the SEC on October 13, 1999;
(f) The Company's Current Report on Form 8-K for the event dated October 1, 1999
filed with the SEC on October 6, 1999;
(g) An Amendment to Form 8-K was filed by the Company dated as of October 1,
1999 and filed November 15, 1999;
(h) The Company's Current Report on form 8-K for the event dated December 29,
1999 and filed January 12, 2000;
(i) The Company's Current Report on Form 8-K for the event dated February 10,
2000 and filed January 12, 2000;
(j) Proxy Statement filed February 21, 2000; and
(j) All other documents filed by the Company after the date of this Registration
Statement under Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment to the
Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining in the Registration
Statement and to be part thereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable
<PAGE>
Item 5. Interest of Named Experts and Counsel.
Certain legal matters in connection with the shares being registered herein
will be passed upon for the Company by the Law Offices of Sommer & Schneider
LLP, 595 Stewart Avenue, Suite 710, Garden City, NY 11530. Mr. Herbert H.
Sommer owns 125,000 shares of the Company's Common Stock and Mr. Joel C.
Schneider owns 141,500 shares of the Company's Common Stock.
Item 6. Indemnification of Directors and Officers.
The Certificate of Incorporation and By-laws of the Company provide that the
Company shall indemnify to the fullest permitted by Nevada law any person whom
it may indemnify thereunder, including directors, officers, employees and agents
of the Company. Such indemnification (other than as ordered by a court) shall
be made by the Company only upon a determination that indemnification is proper
in the circumstances because the individual met the applicable standard of
conduct i.e., such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the Company. Advances
for such indemnification may be made pending such determination. Such
determination shall be made by a majority vote of a quorum consisting of
disinterested directors, or by independent legal counsel or by the stockholders.
In addition, the Certificate of Incorporation provides for the elimination, to
the extent permitted by Nevada law, of personal liability of directors to the
Company and its stockholders for monetary damages for breach of fiduciary duty
as directors.
The Company has also agreed to indemnify each director and executive officer
pursuant to an Indemnification Agreement with each such director and executive
officer from and against any and all expenses, losses, claims, damages and
liability incurred by such director or executive officer for or as a result of
action taken or not taken while such director or executive officer was acting in
his capacity as a director, officer, employee or agent of the Company. The
obligations of the Company for indemnification is limited to the extent provided
in the New York Business Corporation Act and is also limited in situations
where, among others, the indemnitee is deliberately dishonest, gains any profit
or advantage to which he is not legally entitled or is otherwise indemnified.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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 of 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.
Item 7. Exemption From Registration Claimed.
Not Applicable.
<PAGE>
Item 8. Exhibits.
Number Description
4.0 Termination and Settlement Agreement between the Company and Robert Thompson
dated March 13, 2000
4.1 Agreement for payment of Consulting Services dated June 14, 2000
4.2` Consulting Agreement dated May 22, 2000
5.0 Consent and Opinion of Sommer & Schneider LLP
24.0 Consent of Meeks, Dorman & Company P.A.
Item 9. Undertakings.
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:
(a) To include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933.
(b) 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; and
(c) 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 (1)(a) and (1)(b) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by this 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 the
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.
<PAGE>
(4) 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 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.
(5) To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Item 310(b) of Registration S-B is not set forth in
the prospectus, to deliver, or cause to be delivered, to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
(6) To deliver or cause to be delivered with the prospectus to each employee to
whom the prospectus is sent or given, a copy of the registrant's annual report
to stockholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case the registration shall state in
the prospectus that it will promptly furnish, without charge, a copy of such
report on written request of the employee. If the last fiscal year of the
registrant has ended within 120 days prior to the use of the prospectus, the
annual report of the registrant for the preceding fiscal year may be so
delivered, but within such 120-day period the annual report for the last fiscal
year will be furnished to each such employee.
(7) To transmit or cause to be transmitted to all employees participating in the
Plans who do not otherwise receive such material as stockholders of the
registrant, at the time and in the manner such material is sent to its
stockholders, copies of all reports, proxy statements and other communications
distributed to its stockholders generally.
<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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Clearwater, State of Florida, on June 23, 2000.
BUSINESSMALL.COM, INC.
/s/ Barry L. Shevlin
Barry L. Shevlin, Chairman and CEO
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signatures Position Date
/s/ Barry L. Shevlin Chairman and June 23, 2000
Barry L. Shevlin Chief Executive Officer
/s/ Michael H. Kogan Director June 23, 2000
Michael H. Kogan
/s/ James C. Watson Executive Vice President June 23, 2000
James C. Watson
/s/ Dr. Howard Tackett Vice President and June 23, 2000
Dr. Howard Tackett Director
/s/ James E. Wallace Director June 23, 2000
James E. Wallace
/s/ Charlie M. Meeks Director June 23, 2000
Charlie M. Meeks
/s/ Robert J. Passaneau Director June 23, 2000
Robert J. Passaneau
<PAGE>
