<PAGE> 1
As filed with the Securities and Exchange Commission on March 18, 1994
- --------------------------------------------------------------------------------
Registration No. 33_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SUDBURY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 34-154692
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
30100 Chagrin Boulevard
Suite 203
Cleveland, OH 44124
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
SUDBURY SAVINGS AND PROFIT SHARING PLAN
(FULL TITLE OF THE PLAN)
Mary C. Farrar
Corporate Secretary
30100 Chagrin Boulevard
Suite 203
Cleveland, OH 44124
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(216) 464-7026 Ext. 129
(TELEPHONE NUMBER, INCLUDING AREA CODE OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Amount of
Title of Securities Amount to Be Offering Price Per Maximum Registration
to Be Registered* Registered Share (1) Aggregate Fee (1)
- ----------------- ---------- --------- Offering Price (1) -------
--------------
Common Stock, par 450,000 shares $7.00 $3,150,000 $1,086.12
value $.01 per share
</TABLE>
- -------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee. The
price per share and aggregate offering price are based upon the average of the
high and low sale prices of Sudbury, Inc.'s Common Stock, as reported by the
NASDAQ National Market System on March 16, 1994.
*In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan.
Page 1 of __ Pages. Exhibit Index located at Page __.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed by Sudbury, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") are hereby
incorporated or deemed to be incorporated in this Registration Statement by
reference.
(a) The Company's Annual Report on Form 10-K for the fiscal year ended May
31, 1993. File No. 1-10023.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended August
31, 1993. File No. 1-10023.
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1993. File No. 1-10023.
(d) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission pursuant to
the Securities Exchange Act of 1934, as amended, ("Exchange Act") on
September 11, 1992. File No. 1-10023.
(e) All reports subsequently filed by the Company and the Sudbury Savings
and Profit Sharing Plan with the Commission pursuant to Sections 13, 14
or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment to this Registration Statement indicating that all securities
registered hereby have been sold or which de-registers all securities
then remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing such documents.
Any statement contained in a document incorporated by, or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
-2-
<PAGE> 3
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals 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 an action by or in the right of the corporation -- a "derivative action"),
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 unlawful. A similar standard is applicable in the case of
derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement
of such action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
rights to which those seeking indemnification may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise.
Section 102(b) (7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) for payments of unlawful dividends or unlawful stock repurchases or
redemptions, or (iv) for any transaction from which the director derived an
improper personal benefit. The first paragraph of Article Seventh of the
Company's Certificate of Incorporation provides for such limitation of
liability.
The Company maintains directors and officers insurance and has entered into
Indemnification Agreements with each of its directors and executive officers.
-3-
<PAGE> 4
Additionally Article IV of the Company's By-laws provides as follows:
Each person who is made a party to any suit or proceeding, by reason of the
fact that the person is or was a director or officer of the Company or is or
was serving at the request of the Company as an employee or agent shall be
indemnified and held harmless by the Company to the fullest extent authorized
by the General Corporation Law of the State of Delaware, against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid in settlement) reasonably incurred in
connection therewith.
The right to indemnification includes the right to be paid by the Company the
expenses incurred in defending any proceeding for which the right to
indemnification is applicable in advance of its final disposition.
The rights to indemnification and to the advancement of expenses conferred by
the By-laws shall not be exclusive of any other right which any person may have
or acquire under any statute, the Company's certificate of incorporation,
by-law, agreement, vote of stockholders or disinterested directors or
otherwise.
The Company may maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Company or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Company would have the power to indemnify
such person against such expense, liability or loss under the General
Corporation Law of the State of Delaware.
The Company may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification, and to the advancement of expenses
to any employee or agent of the Company to the fullest extent of the provisions
of the By-laws with respect to the indemnification and advancement of expenses
of directors and officers of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
(4)(a) Second Restated Certificate of Incorporation of Sudbury, Inc.
(Incorporated herein by reference is Exhibit (3)(b) to the Company's
Form 10-K for the fiscal year ended May 31, 1993. File No. 1-10023).
(4)(b) By-laws of Sudbury, Inc. (Incorporated herein by reference is Exhibit
(3)(a) of the Company's Form 10-K for the fiscal year ended May 31,
1993. File No. 1-10023).
-4-
<PAGE> 5
(5)(a) Internal Revenue Service determination letter.
(5)(b) Opinion of Benesch, Friedlander, Coplan & Aronoff
(23)(a)Consent of Ernst & Young.
(23)(b)Consent of Benesch, Friedlander, Coplan & Aronoff (Contained in Exhibit
(5)(b))
(24) Powers of Attorney pursuant to which Directors have signed this Form S-8
Registration Statement.
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 (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 the Registration Statement
which, individually, or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement, and (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.
(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.
-5-
<PAGE> 6
(4) That, for the purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section
15(d) of the Exchange Act) 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) 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. 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 any 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 of whether or not such indemnification is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
-6-
<PAGE> 7
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 Pepper Pike, State of Ohio, on the 18th day of
March, 1994.
SUDBURY, INC.
(Registrant)
By: /s/ Jacques R. Sardas
--------------------------
Jacques R. Sardas
Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in their indicated
capacities, as of March 18, 1994.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Jacques R. Sardas Chairman of the Board, President, Chief Executive
- ---------------------- Officer (Principal Executive Officer) and Director
Jacques R. Sardas
/s/ Mark E. Brody Vice President - Finance and Controller
- ---------------------- (Principal Financial Officer and Principal Accounting Officer)
Mark E. Brody
*
--------------------- Director
Cloyd J. Abruzzo
*
--------------------- Director
Jerry A. Cooper
*
--------------------- Director
Preston Heller, Jr.
*
--------------------- Director
James A. Karman
*
--------------------- Director
David A. Preiser
*
--------------------- Director
Thomas F. Slater
</TABLE>
The undersigned, by signing her name hereto, executes this Form S-8
Registration Statement pursuant to Powers of Attorney executed by the
above-named Directors of the Registrants and filed with the Securities and
Exchange Commission.
*By: /s/ Mary C. Farrar
----------------------
Attorney-in-fact
March 18, 1994 -7-
<PAGE> 8
Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland and State of
Ohio, March 18, 1994.
SUDBURY SAVINGS AND PROFIT SHARING PLAN
BY: /s/ Mary C. Farrar
----------------------
<PAGE> 9
SUDBURY, INC.
FORM S-8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER SEQUENTIAL
- -------------- ----------
PAGE NO.
--------
<S> <C> <C>
(4)(a) Second Restated Certificate of Incorporation of N/A
Sudbury, Inc. (Incorporated herein by reference
is Exhibit (3)(b) to the Company's Form 10-K
for the fiscal year ended May 31, 1993,
File No. 1-10023).
(4)(b) By-laws of Sudbury, Inc. (Incorporated herein by N/A
reference is Exhibit (3)(a) of the Company's
Form 10-K for the fiscal year ended May 31, 1993).
(5)(a) Internal Revenue Service determination letter.
(5)(b) Opinion of Benesch, Friedlander, Coplan & Aronoff
(23)(a) Consent of Ernst & Young.
(23)(b) Consent of Benesch, Friedlander, Coplan & Aronoff (Contained in Exhibit (5)(b))
(24) Powers of Attorney pursuant to which Directors
have signed this Form S-8 Registration Statement.
</TABLE>
-8-
<PAGE> 1
EXHIBIT (5)(a)
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P. O. BOX 2508
CINCINNATI, OH 45201
Date: Dec. 15, 1993 Employer Identification Number:
34-1546292
SUDBURY, INC. File Folder Number:
30100 CHAGRIN BLVD., SUITE 203 340028065
CLEVELAND, OHIO 44124 Person to Contact:
MILO ATLAS
Contact Telephone Number:
(513) 684-3241
Plan Name:
SUDBURY SAVINGS AND
PROFIT-SHARING PLAN
Plan Number: 003
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated November 19, 1993. The proposed amendments
should be adopted on or before the date prescribed by the regulations under
Code section 401(b).
This determination letter is applicable for the amendment(s) adopted on
10-2-92 & 7-27-93.
This determination letter is applicable for the plan adopted on May 31,
1991.
This letter is based upon the certification and demonstrations you
submitted pursuant to Revenue Procedure 91-66. Therefore, the certification and
demonstrations are considered an integral part of this letter. Accordingly, YOU
MUST KEEP A COPY OF THESE DOCUMENTS AS A PERMANENT RECORD OR YOU WILL NOT BE
ABLE TO RELY ON THE ISSUES DESCRIBED IN REVENUE PROCEDURE 91-66.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
Robert T. Johnson
District Director
Enclosures:
Publication 794
<PAGE> 1
Exhibit (5)(b)
BENESCH, FRIEDLANDER, COPLAN & ARONOFF LETTERHEAD
March 18, 1994
Board of Directors
Sudbury, Inc.
30100 Chagrin Blvd.
Cleveland, Ohio 44124
Ladies and Gentlemen:
Sudbury, Inc., a Delaware corporation (the "Company"), intends to file
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, a Registration Statement on Form S-8 (the "Registration Statement")
with respect to (i) 450,000 shares of common stock, par value $.01 per share
(the "Common Stock") to be purchased from time to time pursuant to the Sudbury
Savings and Profit Sharing Plan (the "401(k) Plan"); and (ii) the participation
interests of employees of the Company in the 401(k) Plan.
You have requested our opinion in connection with the Company's filing
of the Registration Statement. In this connection, we have examined and relied
upon originals or copies, certified or otherwise identified to our satisfaction
as being true copies, of all such records of the Company, and such agreements,
certificates of officers of the Company and others, and such other documents,
certificates and corporate or other records as we have deemed necessary as a
basis for the opinion expressed in this letter, including, without limitation,
the Company's Certificate of Incorporation, as amended, and the Registration
Statement.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals and the conformity to authentic original documents
of all documents submitted to us as certified or photostatic copies.
We have investigated such questions of law for the purpose of rendering
the opinion in this letter as we have deemed necessary. We express no opinion
in this letter concerning any law other than the General Corporation Law of
the State of Delaware and the federal law of the United States of America.
<PAGE> 2
BENESCH, FRIEDLANDER, COPLAN & ARONOFF
Board of Directors
Sudbury, Inc.
March 15, 1994
Page 2
On the basis of and in reliance on the foregoing, we are of the
opinion that the participation interests in the 401(k) Plan to be issued to
the participants in such plan, when issued in accordance with the respective
terms of such plans, will be legally issued.
The opinions in this letter are rendered only to the Company in
connection with the filing of the Registration Statement. We consent to the
filing of this letter as an exhibit to the Registration Statement. The
opinions may not be relied upon by the Company for any other purpose. This
letter may not be paraphrased, quoted or summarized, nor may it be duplicated
or reproduced in part.
Very truly yours,
/s/ Benesch, Friedlander, Coplan &
Aronoff
----------------------------------
BENESCH, FRIEDLANDER,
COPLAN & ARONOFF
March 14, 1994 - 9:00pm - TXH
CLE2 - 109171.1B - 20329\1
<PAGE> 1
Exhibit 23
- ----------
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) and related prospectus pertaining to the Sudbury Savings and Profit
Sharing Plan of our report dated August 20, 1993, with respect to the
consolidated financial statement and schedules of Sudbury, Inc. included in its
Annual Report (Form 10-K) for the year ended May 31, 1993, filed with the
Securities and Exchange Commission.
ERNST & YOUNG
Cleveland, Ohio
March 17, 1994
<PAGE> 1
Exhibit 24
- ----------
SUDBURY, INC.
REGISTRATION STATEMENT
FORM S-8
Power of Attorney
-----------------
The undersigned, a Director of Sudbury, Inc. (the "Company"), a
Delaware corporation, does hereby constitute and appoint Jacques R. Sardas,
Mark E. Brody or Mary C. Farrar, and any one of them, with full power of
substitution and resubstitution, as attorneys or attorney to sign for him in
his name any and all documents and forms, including all amendments and exhibits
thereto, to be filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1933, as amended, concerning the Company's
Registration on Form S-8 which relates to the issuance of the Company's Common
Stock under the Company's Savings and Profit Sharing Plan authorized by the
Board of Directors on February 14, 1994, with full power and authority to do
and perform any and all acts and things whatsoever required or necessary to be
done in connection therewith, as fully to all intents and purposes as he could
do if personally present, and does hereby ratify and approve of the acts of
said attorneys and any of them and any such substitute.
EXECUTED AT Cleveland, Ohio, this 18th day of March, 1994.
/s/ Cloyd J. Abruzzo
-------------------
Cloyd J. Abruzzo
<PAGE> 2
Exhibit 24
- ----------
SUDBURY, INC.
REGISTRATION STATEMENT
FORM S-8
Power of Attorney
-----------------
The undersigned, a Director of Sudbury, Inc. (the "Company"), a
Delaware corporation, does hereby constitute and appoint Jacques R. Sardas,
Mark E. Brody or Mary C. Farrar, and any one of them, with full power of
substitution and resubstitution, as attorneys or attorney to sign for him in
his name any and all documents and forms, including all amendments and exhibits
thereto, to be filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1933, as amended, concerning the Company's
Registration on Form S-8 which relates to the issuance of the Company's Common
Stock under the Company's Savings and Profit Sharing Plan authorized by the
Board of Directors on February 14, 1994, with full power and authority to do
and perform any and all acts and things whatsoever required or necessary to be
done in connection therewith, as fully to all intents and purposes as he could
do if personally present, and does hereby ratify and approve of the acts of
said attorneys and any of them and any such substitute.
EXECUTED AT Cleveland, Ohio, this 18th day of March, 1994.
/s/ Jerry A. Cooper
---------------------
Jerry A. Cooper
<PAGE> 3
Exhibit 24
- ----------
SUDBURY, INC.
REGISTRATION STATEMENT
FORM S-8
Power of Attorney
-----------------
The undersigned, a Director of Sudbury, Inc. (the "Company"), a
Delaware corporation, does hereby constitute and appoint Jacques R. Sardas,
Mark E. Brody or Mary C. Farrar, and any one of them, with full power of
substitution and resubstitution, as attorneys or attorney to sign for him in
his name any and all documents and forms, including all amendments and exhibits
thereto, to be filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1933, as amended, concerning the Company's
Registration on Form S-8 which relates to the issuance of the Company's Common
Stock under the Company's Savings and Profit Sharing Plan authorized by the
Board of Directors on February 14, 1994, with full power and authority to do
and perform any and all acts and things whatsoever required or necessary to be
done in connection therewith, as fully to all intents and purposes as he could
do if personally present, and does hereby ratify and approve of the acts of
said attorneys and any of them and any such substitute.
EXECUTED AT Cleveland, Ohio, this 18th day of March, 1994.
/s/ Preston Heller, Jr.
----------------------
Preston Heller, Jr.
<PAGE> 4
Exhibit 24
- ----------
SUDBURY, INC.
REGISTRATION STATEMENT
FORM S-8
Power of Attorney
-----------------
The undersigned, a Director of Sudbury, Inc. (the "Company"), a
Delaware corporation, does hereby constitute and appoint Jacques R. Sardas,
Mark E. Brody or Mary C. Farrar, and any one of them, with full power of
substitution and resubstitution, as attorneys or attorney to sign for him in
his name any and all documents and forms, including all amendments and exhibits
thereto, to be filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1933, as amended, concerning the Company's
Registration on Form S-8 which relates to the issuance of the Company's Common
Stock under the Company's Savings and Profit Sharing Plan authorized by the
Board of Directors on February 14, 1994, with full power and authority to do
and perform any and all acts and things whatsoever required or necessary to be
done in connection therewith, as fully to all intents and purposes as he could
do if personally present, and does hereby ratify and approve of the acts of
said attorneys and any of them and any such substitute.
EXECUTED AT Cleveland, Ohio, this 18th day of March, 1994.
/s/ James A. Karman
--------------------
James A. Karman
<PAGE> 5
Exhibit 24
- ----------
SUDBURY, INC.
REGISTRATION STATEMENT
FORM S-8
Power of Attorney
-----------------
The undersigned, a Director of Sudbury, Inc. (the "Company"), a
Delaware corporation, does hereby constitute and appoint Jacques R. Sardas,
Mark E. Brody or Mary C. Farrar, and any one of them, with full power of
substitution and resubstitution, as attorneys or attorney to sign for him in
his name any and all documents and forms, including all amendments and exhibits
thereto, to be filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1933, as amended, concerning the Company's
Registration on Form S-8 which relates to the issuance of the Company's Common
Stock under the Company's Savings and Profit Sharing Plan authorized by the
Board of Directors on February 14, 1994, with full power and authority to do
and perform any and all acts and things whatsoever required or necessary to be
done in connection therewith, as fully to all intents and purposes as he could
do if personally present, and does hereby ratify and approve of the acts of
said attorneys and any of them and any such substitute.
EXECUTED AT New York, New York, this 18th day of March, 1994.
/s/ David A. Preiser
---------------------
David A. Preiser
<PAGE> 6
Exhibit 24
- ----------
SUDBURY, INC.
REGISTRATION STATEMENT
FORM S-8
Power of Attorney
-----------------
The undersigned, a Director of Sudbury, Inc. (the "Company"), a
Delaware corporation, does hereby constitute and appoint Jacques R. Sardas,
Mark E. Brody or Mary C. Farrar, and any one of them, with full power of
substitution and resubstitution, as attorneys or attorney to sign for him in
his name any and all documents and forms, including all amendments and exhibits
thereto, to be filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1933, as amended, concerning the Company's
Registration on Form S-8 which relates to the issuance of the Company's Common
Stock under the Company's Savings and Profit Sharing Plan authorized by the
Board of Directors on February 14, 1994, with full power and authority to do
and perform any and all acts and things whatsoever required or necessary to be
done in connection therewith, as fully to all intents and purposes as he could
do if personally present, and does hereby ratify and approve of the acts of
said attorneys and any of them and any such substitute.
EXECUTED AT Cleveland, Ohio, this 18th day of March, 1994.
/s/ Thomas F. Slater
---------------------
Thomas F. Slater
