As filed with the Securities and Exchange Commission on November 25, 1998.
Registration No. 333-_________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
LIFE USA HOLDING, INC.
(Exact name of issuer as specified in its charter)
MINNESOTA 41-1578384
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
--------------------
Suite 95, Interchange North Building
300 South Highway 169
Minneapolis, Minnesota 55426
(612) 546-7386
(Address, including zip code,
of issuer's principal executive offices)
--------------------
LIFE USA HOLDING, INC.
EMPLOYEE SAVINGS PLAN
(Full title of the plan)
--------------------
Robert W. MacDonald, Chief Executive Officer
Life USA Holding, Inc.
Suite 95, Interchange North Building
300 South Highway 169
Minneapolis, Minnesota 55426
(612) 546-7386
(Name and address, including zip code and telephone number,
including area code, of agent for service)
--------------------
COPIES TO:
Catherine A. Bartlett
Kaplan, Strangis and Kaplan, P.A.
5500 Norwest Center, 90 South Seventh Street
Minneapolis, Minnesota 55402
(612) 375-1138
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================
Title of Amount to be Proposed Maximum Offering Proposed Amount of
Securities to be Registered(1) Price per Share(2) Maximum Registration
Registered Aggregate Fee
Offering Price
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock Par 300,000 $12.5 $3,750,000 $1,042.50
Value $.01
==================================================================================================
</TABLE>
(1) Represents an additional 300,000 shares of Common Stock hereby
reserved for issuance under the Employee Savings Plan (the "Plan"). The number
of shares of Common Stock stated above may be adjusted in accordance with the
provisions of the Plan in the event that, during the period the Plan is in
effect there is effected any increase or decrease in the number of issued shares
of Common Stock resulting from a subdivision or consolidation of shares or the
payment of a stock dividend or any other increase or decrease in the number of
shares effected without receipt of consideration by the Company. Accordingly,
this Registration Statement covers, in addition to the number of shares of
Common Stock stated above, an indeterminate number of shares which by reason of
any such events may be issued in accordance with the provisions of the Plan.
(2) Estimated by the registrant solely for the purpose of calculating
the amount of registration fee for the additional shares registered hereby,
based on the average of the high and low prices of the Company's Common Stock as
reported on the Nasdaq National Market tier of the Nasdaq National Market on
November 19, 1998.
2
<PAGE>
INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE
In connection with the registration of additional shares of the Common
Stock of Life USA Holding, Inc. issuable under its Employee Savings Plan, and in
accordance with Instruction E to Form S-8, the contents of Registration
Statement No. 333-4480 filed with the Securities and Exchange Commission on May
2, 1996, Registration Statement No. 33-81426 filed with the Securities and
Exchange Commission on July 11, 1994 are hereby incorporated by reference
herein.
EXPLANATORY NOTE
As permitted by the rules of the Securities and
Exchange Commission (the "Commission"), this
Registration Statement omits the information
specified in Part I of Form S-8.
3
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Life USA Holding,
Inc. (the "Company") are incorporated in this Registration Statement on Form S-8
(the "Registration Statement") by reference:
1. The Company's Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1997;
2. Quarterly Report on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998;
3. The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form S-3, No. 33-71068;
and
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all of the securities offered then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof from the date of
filing of such documents.
ITEM 4: DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article V, Section 5.01 of the Bylaws of the Company provides that the
Company shall indemnify persons to the extent required by Minnesota Statutes,
Section 302A.521. Section 302A.521 provides that a corporation shall indemnify
any person who was or is made or is threatened to be made a party to any
proceeding by reason of the former or present official capacity of such person
against judgments, penalties and fines, including, without limitation, excise
taxes assessed against such person with respect to an employee benefit plan,
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person has not been indemnified by another organization or
employee benefit plan for the same penalties, fines, taxes and expenses with
respect to the same acts or omissions; acted in
4
<PAGE>
good faith; received no improper personal benefit and Section 302A.255
(regarding conflicts of interest), if applicable, has been satisfied; in the
case of a criminal proceeding, had no reasonable cause to believe the conduct
was unlawful; and in the case of acts or omissions by persons who are or were
serving other organizations at the request of the corporation or whose duties
involve or involved service for other organizations, reasonably believed that
the conduct was not opposed to the best interests of the corporation.
ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8: EXHIBITS
4.1 Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 filed as part of the
Company's Registration Statement No. 33-52624)
4.2 Amended and Restated By-laws of the Company
4.3 Life USA Holding, Inc. Employee Savings Plan (incorporated by
reference to Exhibit 4.2 filed as part of the Company's
Registration Statement on Form S-8 (No. 333-4480))
5.1 Opinion of Kaplan, Strangis and Kaplan, P.A.
23.1 Consent of Kaplan, Strangis and Kaplan, P.A. (included in
Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney
ITEM 9: UNDERTAKINGS
Rule 415 Offering.
The Company 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
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
5
<PAGE>
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 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) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or Section 15(d) of 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 of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, 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.
Incorporation of Subsequent Exchange Act Documents by Reference.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or 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.
Form S-8 Registration Statement.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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 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
6
<PAGE>
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.
7
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Company 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 Minneapolis, State of Minnesota, on November 24,
1998.
LIFE USA HOLDING, INC.
By: /s/ Robert W. MacDonald
---------------------------------
Robert W. MacDonald
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robert W. MacDonald Chief Executive Officer, Chairman
- ------------------------ of the Board and President November 24, 1998
Robert W. MacDonald
/s/ Mark A. Zesbaugh Executive Vice President, Chief
- ------------------------ Financial Officer, Treasurer and November 24, 1998
Mark A. Zesbaugh Secretary (Principal Accounting
Officer and Director)
* Director
- ------------------------
Hugh Alexander
* Director
- ------------------------
Jack H. Blaine
* Director
- ------------------------
Margery G. Hughes
8
<PAGE>
* Director
- ------------------------
Barbara J. Lautzenheiser
* Director
- ------------------------
Daniel J. Rourke
* Director
- ------------------------
Ralph Strangis
* Director
- ------------------------
Donald J. Urban
* Director
- ------------------------
Edward J. Bonach
* Director
- ------------------------
Robert S. James
Robert W. MacDonald, pursuant to Powers of Attorney executed by each
of the directors above whose name is marked with a "*," by signing his name
hereto does hereby sign and execute this Registration Statement of Life USA
Holding, Inc. on behalf of each such director.
9
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
Number Description of Exhibit Numbered Page
- ------ ---------------------- -------------
4.1 * Restated Articles of Incorporation
of the Company (incorporated by reference to
Exhibit 3.1 filed as part of the Company's
Registration Statement No. 33-52624)
4.2 Amended and Restated By-laws of the Company
4.3 * Life USA Holding, Inc. Employee Savings Plan
(incorporated by reference to Exhibit 4.2 filed
as part of the Company's Registration Statement
on Form S-8 (No. 333-4480))
5.1 Opinion of Kaplan, Strangis and Kaplan, P.A.
23.1 Consent of Kaplan, Strangis and Kaplan, P.A.
(included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney
* Previously filed
10
EXHIBIT 4.2
AMENDED AND RESTATED
BYLAWS
OF
LIFE USA HOLDING, INC
Life USA Holding, Inc., a corporation organized under Minnesota Statutes
Chapter 302A.
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1.01. Regular Meetings. Regular meetings of shareholders may
be called by the Chief Executive Officer, the Secretary, the Board of Directors,
or by shareholder demand in accordance with Minnesota Statutes Section 302A.431,
subdivision 2. No meeting shall be designated a regular meeting unless
specifically described as such in the notice of meeting or unless all the
shareholders are present in person or by proxy and none of them objects to this
designation.
Section 1.02. Special Meetings. Special meetings of the shareholders
may be called for any purpose or purposes at any time by the Chief Executive
officer, Chief Financial Officer, two or more directors or by shareholder demand
in accordance with Minnesota Statutes Section 302A.433, subdivision 2.
Section 1.03. Time and Place of Shareholder Meetings. Except as
otherwise provided by statute, any meeting of shareholders shall be held on the
date and at the time and place fixed by the Chief Executive Officer or the Board
of Directors of the corporation.
Section 1.04. Notice of Shareholder Meeting. Except as otherwise
provided by statute, written notice of the date, time, and place of any meeting
of shareholders shall be given to every holder of voting shares at such address
as appears on the stock book of the corporation at least ten days prior to the
meeting if by mail, or two days prior to the meeting if by telex, telegram, or
in person.
Section 1.05. Voting. Except where a greater percentage is required by
statute, the shareholders shall take action by the affirmative vote of the
holders of a majority of the voting power of the shares present.
Section 1.06. Notice of Business to be Considered. No business shall be
considered at an annual meeting of the shareholders except business identified
(a) pursuant to the Company's Notice of Meeting, (b) by or at the direction of
the Board of Directors, or (c) by any shareholder of the Company who (i) was a
shareholder of record at the time of giving of the notice specified
<PAGE>
in clause (iii) below, (ii) is entitled to vote at the meeting, and (iii) gives
notice of the matter, which otherwise must be a proper matter for shareholder
action, in a writing received by the Secretary of the Company not less than 120
calendar days in advance of the date the Company's proxy statement and notice
was released to shareholders in connection with the Company's previous year's
annual shareholder meeting.
ARTICLE II
DIRECTORS
Section 2.01. Number, Term of Office. The Board of Directors shall
consist of not less than three or more than fifteen directors. The Board of
Directors shall be elected annually by ballot of the holders of the shares of
the corporation entitled to vote thereon for the term of one year, and shall
serve until the election and qualifications of their successors, unless they
sooner resign. The number of directors may be increased or decreased at any time
by a majority vote of the Board of Directors, except that no decrease in the
number of directors shall have the effect of shortening the term of any
incumbent director. The Board of Directors shall be empowered to fill any
vacancies on the Board of Directors.
Section 2.02. Removal. The Board of Directors or shareholders may
remove any director of the corporation at any time, for cause or without cause.
New directors may be elected at a meeting at which directors are removed.
Section 2.03. Board Meetings, Notice. The Chief Executive Officer (if a
director), the Chairman of the Board (if one is elected) or Directors comprising
at least one-third of the number of directors then in office may call a Board
meeting by giving ten days notice if by mail, or two days notice if by
telephone, telex, telegram, or in person, to all directors of the day or date
and time of the meeting. Meetings of the Board of Directors may be held at the
day or date, time, and place, as shall be determined by the Board. If the day or
date, time, and place have been announced at a previous meeting of the Board, or
if a meeting schedule is adopted by the Board, no notice is required. In the
absence of a designation by the Board of Directors, Board meetings shall be held
at the principal executive offices of the corporation.
Section 2.04. (a) Advance Written Consent or Opposition. Any member of
the Board or a committee thereof, as the case may be, may give advance written
consent or opposition to a proposal to be acted on at a Board or committee
meeting. If a director or committee member is not present at the meeting,
advance written consent or opposition to a proposal does not constitute presence
for the purpose of determining whether a quorum exists, but such advance written
consent or opposition shall be a vote in favor of or against the proposal or
resolution if the proposal or resolution acted upon at the meeting is
substantially the same or has substantially the same effect as the proposal or
resolution to which the member of the Board or committee has consented or
objected.
(b) Action Without Meeting. Any action, other than an action requiring
shareholder approval, may be taken by written action signed by the number of
directors that
<PAGE>
would be required to take the same action at a meeting of the board at which all
directors were present. An action requiring shareholder approval required or
permitted to be taken at a board meeting may be taken by written action signed
by all of the directors. Any such written action is effective when signed by the
required number of directors, unless a different effective time is provided in
the written action. When written action is taken by less than all directors, all
directors shall be notified immediately of its text and effective date. Failure
to provide the notice does not invalidate the written action. A director who
does not sign or consent to the written action has no liability for the action
or actions taken thereby.
Section 2.05 (a) Electronic Conferences. A conference among directors
by any means or communication through which the directors may simultaneously
hear each other during the conference constitutes a regular or special meeting
of directors, if the same notice is given of the conference to every holder of
shares entitled to vote as would be required for a meeting, and if the number of
shares held by the directors participating in the conference would be sufficient
to constitute a quorum at a meeting. Participation in a conference by that means
constitutes presence at the meeting in person or by proxy if all the other
requirements of Section 302A.449 of the Minnesota Business Corporation Act are
met.
(b) Participation by Electronic Means. A director may participate in a
regular or special meeting of directors by any means of communication through
which the director, other directors so participating, and all directors
physically present at the meeting may simultaneously hear each other during the
meeting. Participation in a meeting by that means constitutes presence at the
meeting in person or by proxy if all the other requirements of section 302A.449
of the Minnesota Business Corporation Act are met.
ARTICLE III
OFFICERS
Section 3.01. Election; Term of Office; Removal. The Board of Directors
shall elect a Chief Executive Officer and Chief Financial officer or one or more
officers exercising the functions of such offices, and may elect such other
officers as it may deem necessary for the operation and management of the
corporation, each of whom shall have the duties and responsibilities incident to
the offices which they hold or as determined by the Board. Officers need not be
directors or shareholders. Without limiting the foregoing, the Board may elect a
Chairman of the Board, President, a Chief Operating Officer, one or more Vice
Presidents, a Treasurer, a Secretary and such assistant officers as it may
designate with titles to describe their duties, functions or special
responsibilities. Officers shall hold office at the will of the Board for an
indefinite term until their successors are elected and qualified. Any officer
elected or appointed by the Board of Directors may be removed by the Board at
any time with or without cause.
<PAGE>
ARTICLE IV
AMENDMENTS
Section 4.01. Subject to the power of shareholders to adopt, amend,
or repeal these Bylaws as provided in Minnesota Statutes Section 302A.181,
subdivision 3, any Bylaw may be amended or repealed by the Board of Directors at
any meeting, provided that, after adoption of the initial Bylaws, the Board
shall not adopt, amend, or repeal a Bylaw fixing a quorum for meetings of
shareholders, prescribing procedures for removing directors or filling vacancies
in the Board, or fixing the number of directors or their classifications,
qualifications, or terms of office. The Board may adopt or amend a Bylaw to
increase the number of directors.
ARTICLE V
INDEMNIFICATION
Section 5.01. The corporation shall indemnify persons for such
expenses and liabilities in such manner, under such circumstances, and to the
extent required by Minnesota Statutes Section 302A.521.
EXHIBIT 5.1
[Letterhead of Kaplan, Strangis and Kaplan, P.A.]
November 16, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington, D.C. 20549
RE: LIFE USA HOLDING, INC.
Ladies and Gentlemen:
This opinion is furnished in connection with the Registration Statement
on Form S-8 (the "Registration Statement") filed with the Securities and
Exchange Commission by Life USA Holding, Inc. (the "Company") covering up to
300,000 additional shares of common stock, par value $.01, (the "Common Stock"),
reserved for issuance under the Company's Employee Savings Plan (the "Plan").
We have acted as counsel to the Company and, as such, have examined the
Company's Articles of Incorporation, Bylaws and such other corporate records and
documents as we have considered relevant and necessary for the purposes of this
opinion. We have participated in the preparation and filing of the Registration
Statement. We are familiar with the proceedings taken by the Company with
respect to the authorization and proposed issuance of shares of Common Stock
pursuant to the offering contemplated by the Registration Statement.
Based on the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing and
in good standing under the laws of the State of Minnesota.
2. The Company has corporate authority to issue the shares of Common
Stock by the Registration Statement.
3. The additional 300,000 shares of Common Stock proposed to be issued
under the Plan described in the Registration Statement will, when sold and paid
for, be duly and validly issued, fully paid and non-assessable.
We hereby consent to the reference of our firm in the Registration
Statement.
<PAGE>
Very truly yours,
KAPLAN, STRANGIS AND KAPLAN, P.A.
By: /s/ Catherine A. Bartlett
------------------------------------
Catherine A. Bartlett
EXHIBIT 23.1
Consent of Kaplan, Strangis and Kaplan, P.A.
(included in Exhibit 5.1)
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Life USA Holding, Inc. Employee Savings Plan for the
registration of an additional 300,000 shares of common stock of Life USA
Holding, Inc. of our report dated January 30, 1998, except for Note 10 as to
which the date is February 6, 1998 with respect to the consolidated financial
statements of Life USA Holding, Inc. included in its Annual Report and Form
10-K/A for the year ended December 31, 1997 filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
November 23, 1998
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that LIFE USA HOLDING, INC., a
Minnesota corporation (the "Company"), and each of the undersigned directors of
the Company, hereby constitutes and appoints Robert W. MacDonald and Mark A.
Zesbaugh and each of them (with full power to each of them to act alone) its/his
true and lawful attorney-in-fact and agent, for it/him and on its/his behalf and
its/his name, place and stead, in any and all capacities to sign, execute, affix
its/his seal thereto and file one or more Registration Statements on Form S-8 or
any other applicable form under the Securities Act of 1933, as amended, and
amendments thereto, including pre-effective and post-effective amendments, with
all exhibits and any and all documents required to be filed with respect thereto
with any regulatory authority, relating to an additional 300,000 shares of the
Company's common stock, par value $.01, (the "Common Stock"), reserved for
issuance with respect to the Company's Employee Savings Plan.
There is hereby granted to said attorneys, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in respect of the foregoing as fully as it/he or
itself/himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in any number of counterparts,
each of which shall be an original, but all of which taken together shall
constitute one and the same instrument and any of the undersigned directors may
execute this Power of Attorney by signing any such counterpart.
IN WITNESS WHEREOF, LIFE USA HOLDING, INC. has caused this Power of
Attorney to be executed in its name by its Executive Vice President, Chief
Financial Officer, Secretary and Treasurer on the 14th day of April, 1998.
LIFE USA HOLDING, INC.
By /s/ Mark A. Zesbaugh
-------------------------------------
Mark A. Zesbaugh, Executive Vice
President, Chief Financial Officer,
Secretary and Treasurer
<PAGE>
The undersigned, directors of LIFE USA HOLDING, INC., have hereunto set
their hands as of the 14th day of April, 1998.
/s/ Hugh Alexander /s/ Daniel J. Rourke
- ------------------------------------- -------------------------------------
Hugh Alexander Daniel J. Rourke
/s/ Jack H. Blaine /s/ Ralph Strangis
- ------------------------------------- -------------------------------------
Jack H. Blaine Ralph Strangis
/s/ Margery G. Hughes /s/ Donald J. Urban
- ------------------------------------- -------------------------------------
Margery G. Hughes Donald J. Urban
/s/ Barbara J. Lautzenheiser /s/ Mark A. Zesbaugh
- ------------------------------------- -------------------------------------
Barbara J. Lautzenheiser Mark A. Zesbaugh
/s/ Robert W. MacDonald /s/ Edward J. Bonach
- ------------------------------------- -------------------------------------
Robert W. MacDonald Edward J. Bonach
/s/ Robert S. James
-------------------------------------
Robert S. James
