<PAGE>
As filed with the Securities and Exchange Commission on December 18, 1996.
Registration No. 33-37389
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
_____________________
POST EFFECTIVE AMENDMENT NO. 1 to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
MEGAMATION INC.
(Exact name of issuer as specified in its charter)
Delaware 13-3372947
---------------------------- -----------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2221 Cabot Boulevard West, Langhorne, PA 19047
-------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1989 JOINT INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
--------------------------------------------------------
(Full title of the plan)
Edward F. Borkowski, President
221 Cabot Boulevard West
Langhorne, Pennsylvania 19047
-----------------------------
(Name and address of agent for service)
(215) 702-8660
--------------
(Telephone number, including area code, or agent for service)
With a copy to:
JAMES D. EPSTEIN, ESQ.
Pepper, Hamilton & Scheetz
3000 Two Logan Square
Eighteenth & Arch Streets
Philadelphia, PA 19103
________________________________________________________________________________
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
Title of Amount Proposed maximum Proposed maximum Amount
securities to to be offering price aggregate registration
be registered registered per share (1) offering price (1) fee
- ---------------- ---------- ----------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock,
par value 1,080,000 $.765 $826,200 $206.55
$.01 per share shares
</TABLE>
________________________________________________________________________________
(1) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee; based upon the average of the closing bid and asked prices
of the Common Stock of the Company and the NASDAQ System on October 16, 1990.
<PAGE>
Upon its effectiveness in October 1990, this Registration Statement
on Form S-8 of Megamation Inc. (the "Company"), a Delaware corporation,
Registration No. 33-37389 (the "Registration Statement") covered 1,080,000
shares of Common Stock, $.01 par value per share, of the Company (the "Common
Stock") issuable by the Company under its 1989 Joint Incentive and Non-
Qualified Stock Option Plan (the "Stock Option Plan").
On June 18, 1996, pursuant to an Agreement and Plan of Merger dated
March 19, 1996 and the First Amendment to the Agreement and Plan of Merger
dated as of May 10, 1996, MI Merger Corp. ("Mergerco"), a Delaware corporation
wholly owned by two principal stockholders of the Company (the "Principal
Stockholders"), merged with and into the Company, with the Company continuing
as the surviving corporation (the "Merger"). As a result of the Merger, (a)
each share of Common Stock that was outstanding at the effective time of the
Merger, excluding shares owned by Mergerco and shares in respect of which
dissenters' rights had been perfected, were converted into the right to
receive $.10 per share in cash, without interest, subject to applicable back-
up withholding taxes (the "Merger Consideration"); (b) all of the shares of
the Company held by Mergerco were canceled without consideration; and (c) each
share of Common Stock of Mergerco outstanding immediately prior to the
effective time of the Merger was converted into one share of common stock of
the surviving corporation.
Further, as a result of the Merger, each stock option granted by the
Company to purchase shares of Common Stock which were outstanding immediately
prior to the Merger, including each stock option available under the Stock
Option Plan ("Option"), was canceled and retired and no consideration was
delivered or deliverable in exchange therefor, except to the extent that any
such Option granted by the Company to purchase shares of Common Stock had
vested and was exercisable immediately prior to the Merger. In such an event,
each holder of such an Option became, in settlement thereof, eligible to
receive from the Company for each share subject to such Option an amount
(subject to any applicable back-up withholding taxes) in cash equal to the
difference between (a) the Merger Consideration and (b) the per share exercise
price of such Option to the extent such difference was a positive number.
The Company is now wholly owned by the Principal Stockholders and
has terminated its registration under Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Act"), by filing a Form 15 with the
Securities and Exchange Commission.
Consequently, the Company hereby withdraws this Registration
Statement in accordance with Rule 477 under the Securities Act of 1933, as
amended, and deregisters the remaining 329,000 shares of Common Stock subject
to the Registration Statement which were not previously issued and sold
pursuant to the Stock Option Plan.
<PAGE>
SIGNATURES
The Registrant. 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 Langhorne, Commonwealth
of Pennsylvania, on this 18th day of December, 1996.
Megamation Inc.
By: /s/ Edward F. Borkowski
--------------------------
Name: Edward F. Borkowski
Title: President and Treasurer
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 date indicated.
By: /s/ Tristram C. Colket, Jr.
----------------------------
Name: Tristram C. Colket, Jr.
Title: Chairman of the Board
By: /s/ Max Cooper
----------------------------
Name: Max Cooper
Title: Director
By: /s/ Joel S. Lawson
----------------------------
Name: Joel S. Lawson
Title: Director
By: /s/ Edward F. Borkowski
--------------------------
Name: Edward F. Borkowski
Title: Chief Financial Officer
By: /s/ Thomas Schmidt
--------------------------
Name: Thomas Schmidt
Title: Secretary
The Plan. Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the employee benefit plan)
have duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Langhorne, Commonwealth
of Pennsylvania, on December 18, 1996.
1989 Joint Incentive and Non-
qualified Stock Option Plan
By: /s/ Edward F. Borkowski
--------------------------
Name: Edward F. Borkowski
<PAGE>
As filed with the Securities and Exchange Commission on December 18, 1996.
Registration No. 33-44469
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
_____________________
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
MEGAMATION INC.
(Exact name of issuer as specified in its charter)
Delaware 13-3372947
---------------------------- -----------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Employer incorporation or organization)
2221 Cabot Boulevard, West, Langhorne, PA 19047
--------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1989 JOINT INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
--------------------------------------------------------
(Full title of the plan)
Edward F. Borkowski, President
2221 Cabot Boulevard West
Langhorne, Pennsylvania 19047
--------------------------------
(Name and address of agent for service)
(215) 702-8660
--------------
(Telephone number, including area code, or agent for service)
With a copy to:
JAMES D. EPSTEIN, ESQ
Pepper, Hamilton & Scheetz
3000 Two Logan Square
Eighteenth & Arch Streets
Philadelphia, Pennsylvania 19103-4567
________________________________________________________________________________
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
Title of Amount Proposed maximum Proposed maximum Amount
securities to to be offering price aggregate registration
be registered registered per share (1) offering price (1) fee
- ---------------- ---------- ----------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock,
par value 150,000 $.25 $37,500 $100
$.01 per share shares
</TABLE>
________________________________________________________________________________
(1) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee; based upon the average of the closing bid and asked prices of
the Common Stock of the Company on the NASDAQ OTC Bulletin Board on December 4,
1991.
<PAGE>
Upon its effectiveness in December 1991, this Registration Statement
on Form S-8 of Megamation Inc. (the "Company"), a Delaware corporation,
Registration No. 33-44469 (the "Registration Statement") covered 150,000
shares of Common Stock, $.01 par value per share, of the Company (the "Common
Stock") issuable by the Company under its 1989 Joint Incentive and Non-
Qualified Stock Option Plan (the "Stock Option Plan").
On June 18, 1996, pursuant to an Agreement and Plan of Merger dated
March 19, 1996 and the First Amendment to the Agreement and Plan of Merger
dated as of May 10, 1996, MI Merger Corp. ("Mergerco"), a Delaware corporation
wholly owned by two principal stockholders of the Company (the "Principal
Stockholders"), merged with and into the Company, with the Company continuing
as the surviving corporation (the "Merger"). As a result of the Merger, (a)
each share of Common Stock that was outstanding at the effective time of the
Merger, excluding shares owned by Mergerco and shares in respect of which
dissenters' rights have been perfected, were converted into the right to
receive $.10 per share in cash, without interest, subject to applicable back-
up withholding taxes (the "Merger Consideration"); (b) all of the shares of
the Company held by Mergerco were canceled without consideration; and (c) each
share of Common Stock of Mergerco outstanding immediately prior to the
effective time of the Merger was converted into one share of common stock of
the surviving corporation.
Further, as a result of the Merger, each stock option granted by the
Company to purchase shares of Common Stock which were outstanding immediately
prior to the Merger, including each stock option available under the Stock
Option Plan ("Option"), was canceled and retired and no consideration was
delivered or deliverable in exchange therefor, except to the extent that any
such Option granted by the Company to purchase shares of Common Stock had
vested and was exercisable immediately prior to the Merger. In such an event,
each holder of such an Option became, in settlement thereof, eligible to
receive from the Company for each share subject to such Option an amount
(subject to any applicable back-up withholding taxes) in cash equal to the
difference between (a) the Merger Consideration and (b) the per share exercise
price of such Option to the extent such difference was a positive number.
The Company is now wholly owned by the Principal Stockholders and
has terminated its registration under Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Act"), by filing a Form 15 with the
Securities and Exchange Commission.
Consequently, the Company hereby withdraws this Registration
Statement in accordance with Rule 477 under the Securities Act of 1933, as
amended, and deregisters the remaining 142,500 shares of Common Stock subject
to the Registration Statement which were not previously issued and sold
pursuant to the Stock Option Plan.
<PAGE>
SIGNATURES
The Registrant. 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 Langhorne, Commonwealth
of Pennsylvania, on this 18th day of December, 1996.
Megamation Inc.
By: /s/ Edward F. Borkowski
-------------------------
Name: Edward F. Borkowski
Title: President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and date indicated.
By: /s/ Tristram C. Colket, Jr.
----------------------------
Name: Tristram C. Colket, Jr.
Title: Chairman of the Board
By: /s/ Max Cooper
---------------------------
Name: Max Cooper
Title: Director
By: /s/ Joel S. Lawson
---------------------------
Name: Joel S. Lawson
Title: Director
By: /s/ Edward F. Borkowski
-------------------------
Name: Edward F. Borkowski
Title: Chief Financial Officer
By: /s/ Thomas Schmidt
--------------------------
Name: Thomas Schmidt
Title: Secretary
The Plan. Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the employee benefit plan)
have duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Langhorne, Commonwealth
of Pennsylvania, on December 18, 1996.
1989 Joint Incentive and Non-
qualified Stock Option Plan
By: /s/ Edward F. Borkowski
-------------------------
Name: Edward F. Borkowski
<PAGE>
As filed with the Securities and Exchange Commission on December 18, 1996.
Registration No. 33-49068
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
_____________________
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
MEGAMATION INC.
(Exact name of issuer as specified in its charter)
Delaware 13-3372947
---------------------------- -----------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2221 Cabot Boulevard West, Langhorne, PA 19047
----------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1992 JOINT INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
--------------------------------------------------------
(Full title of the plan)
Edward F. Borkowski, President
2221 Cabot Boulevard West
Langhorne, Pennsylvania 19047
-------------------------------
(Name and address of agent for service)
(215) 702-8660
--------------
(Telephone number, including area code, or agent for service)
With a copy to:
JAMES D. EPSTEIN, ESQ.
Pepper, Hamilton & Scheetz
3000 Two Logan Square
Eighteenth & Arch Streets
Philadelphia, Pennsylvania 19103-2799
________________________________________________________________________________
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
Title of Amount Proposed maximum Proposed maximum Amount
securities to to be offering price aggregate registration
be registered registered per share (1) offering price (1) fee
- ---------------- ---------- ----------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock,
par value 1,000,000 $.165 $165,000 $100
$.01 per share shares
</TABLE>
________________________________________________________________________________
(1) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee; based upon the average of the closing bid and asked prices of
the Common Stock of the Company on the NASDAQ OTC Bulletin Board on June 26,
1992.
<PAGE>
Upon its effectiveness in June 1992, this Registration Statement on
Form S-8 of Megamation Inc. (the "Company"), a Delaware corporation,
Registration No. 33-49068 (the "Registration Statement") covered 1,000,000
shares of Common Stock, $.01 par value per share, of the Company (the "Common
Stock") issuable by the Company under its 1992 Joint Incentive and Non-
Qualified Stock Option Plan (the "Stock Option Plan").
On June 18, 1996, pursuant to an Agreement and Plan of Merger dated
March 19, 1996 and the First Amendment to the Agreement and Plan of Merger
dated as of May 10, 1996, MI Merger Corp. ("Mergerco"), a Delaware corporation
wholly owned by two principal stockholders of the Company (the "Principal
Stockholders"), merged with and into the Company, with the Company continuing
as the surviving corporation (the "Merger"). As a result of the Merger, (a)
each share of Common Stock that was outstanding at the effective time of the
Merger, excluding shares owned by Mergerco and shares in respect of which
dissenters' rights have been perfected, were converted into the right to
receive $.10 per share in cash, without interest, subject to applicable back-
up withholding taxes (the "Merger Consideration"); (b) all of the shares of
the Company held by Mergerco were canceled without consideration; and (c) each
share of Common Stock of Mergerco outstanding immediately prior to the
effective time of the Merger was converted into one share of common stock of
the surviving corporation.
Further, as a result of the Merger, each stock option granted by the
Company to purchase shares of Common Stock which were outstanding immediately
prior to the Merger, including each stock option available under the Stock
Option Plan ("Option"), was canceled and retired and no consideration was
delivered or deliverable in exchange therefor, except to the extent that any
such Option granted by the Company to purchase shares of Common Stock had
vested and was exercisable immediately prior to the Merger. In such an event,
each holder of such an Option became, in settlement thereof, eligible to
receive from the Company for each share subject to such Option an amount
(subject to any applicable back-up withholding taxes) in cash equal to the
difference between (a) the Merger Consideration and (b) the per share exercise
price of such Option to the extent such difference was a positive number.
The Company is now wholly owned by the Principal Stockholders and
has terminated its registration under Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Act"), by filing a Form 15 with the
Securities and Exchange Commission.
Consequently, the Company hereby withdraws this Registration
Statement in accordance with Rule 477 under the Securities Act of 1933, as
amended, and to deregister the remaining 1,000,000 shares of Common Stock
subject to the Registration Statement which were not previously issued and
sold pursuant to the Stock Option Plan.
<PAGE>
SIGNATURES
The Registrant. 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 Langhorne, Commonwealth
of Pennsylvania, on this 18th day of December, 1996.
Megamation Inc.
By: /s/ Edward F. Borkowski
--------------------------
Name: Edward F. Borkowski
Title: President and Treasurer
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 date indicated.
By: /s/ Tristram C. Colket, Jr.
----------------------------
Name: Tristram C. Colket, Jr.
Title: Chairman of the Board
By: /s/ Max Cooper
----------------------------
Name: Max Cooper
Title: Director
By: /s/ Joel S. Lawson
----------------------------
Name: Joel S. Lawson
Title: Director
By: /s/ Edward F. Borkowski
--------------------------
Name: Edward F. Borkowski
Title: Chief Financial Officer
By: /s/ Thomas Schmidt
--------------------------
Name: Thomas Schmidt
Title: Secretary
The Plan. Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the employee benefit plan)
have duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Langhorne, Commonwealth
of Pennsylvania, on December 18, 1996.
1992 Joint Incentive and Non-
qualified Stock Option Plan
By: /s/ Edward F. Borkowski
--------------------------
Name: Edward F. Borkowski
<PAGE>
As filed with the Securities and Exchange Commission on December 18, 1996.
Registration No. 33-98670
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
_____________________
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
MEGAMATION INC.
(Exact name of issuer as specified in its charter)
Delaware 13-3372947
---------------------------- -----------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2221 Cabot Boulevard West, Langhorne, PA 019047
---------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1995 JOINT INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
--------------------------------------------------------
(Full title of the plan)
Edward F. Borkowski, President
2221 Cabot Boulevard West
Langhorne, Pennsylvania 19047
-------------------------------
(Name and address of agent for service)
(215) 702-8660
--------------
(Telephone number, including area code, or agent for service)
With a copy to:
JAMES D. EPSTEIN, ESQ
Pepper, Hamilton & Scheetz
3000 Two Logan Square
Eighteenth & Arch Streets
Philadelphia, Pennsylvania 19103-2799
________________________________________________________________________________
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
Title of Amount Proposed maximum Proposed maximum Amount
securities to to be offering price aggregate registration
be registered registered per share (1) offering price (1) fee
- ---------------- ---------- ----------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, 3,452,829 $ 0.15 $517,924 $178.60
par value shares
$.01 per share 100,000 $ 0.50 $ 50,000 $ 17.24
shares
947,171 $ 0.11 $104,189 $ 35.93
shares -------
$231.77
</TABLE>
________________________________________________________________________________
(1) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee; based upon the exercise price per share of outstanding options
and the average of the closing bid and asked prices of the Common Stock of the
Company on the NASDAQ OTC Bulletin Board on October 23, 1995 for shares not
subject to options.
<PAGE>
Upon its effectiveness in October 1995, this Registration Statement
on Form S-8 of Megamation Inc. (the "Company"), a Delaware corporation,
Registration No. 33-98670 (the "Registration Statement") covered 4,500,000
shares of Common Stock, $.01 par value per share, of the Company (the "Common
Stock") issuable by the Company under its 1995 Joint Incentive and Non-
Qualified Stock Option Plan (the "Stock Option Plan").
On June 18, 1996, pursuant to an Agreement and Plan of Merger dated
March 19, 1996 and the First Amendment to the Agreement and Plan of Merger
dated as of May 10, 1996, MI Merger Corp. ("Mergerco"), a Delaware corporation
wholly owned by two principal stockholders of the Company (the "Principal
Stockholders"), merged with and into the Company, with the Company continuing
as the surviving corporation (the "Merger"). As a result of the Merger, (a)
each share of Common Stock that was outstanding at the effective time of the
Merger, excluding shares owned by Mergerco and shares in respect of which
dissenters' rights have been perfected, were converted into the right to
receive $.10 per share in cash, without interest, subject to applicable back-
up withholding taxes (the "Merger Consideration"); (b) all of the shares of
the Company held by Mergerco were canceled without consideration; and (c) each
share of Common Stock of Mergerco outstanding immediately prior to the
effective time of the Merger was converted into one share of common stock of
the surviving corporation.
Further, as a result of the Merger, each stock option granted by the
Company to purchase shares of Common Stock which were outstanding immediately
prior to the Merger, including each stock option available under the Stock
Option Plan ("Option"), was canceled and retired and no consideration was
delivered or deliverable in exchange therefor, except to the extent that any
such Option granted by the Company to purchase shares of Common Stock had
vested and was exercisable immediately prior to the Merger. In such an event,
each holder of such an Option became, in settlement thereof, eligible to
receive from the Company for each share subject to such Option an amount
(subject to any applicable back-up withholding taxes) in cash equal to the
difference between (a) the Merger Consideration and (b) the per share exercise
price of such Option to the extent such difference was a positive number.
The Company is now wholly owned by the Principal Stockholders and
has terminated its registration under Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Act"), by filing a Form 15 with the
Securities and Exchange Commission.
Consequently, the Company hereby withdraws this Registration
Statement in accordance with Rule 477 under the Securities Act of 1933, as
amended, and to deregister the remaining 4,195,339 shares of Common Stock
subject to the Registration Statement which were not previously issued and
sold pursuant to the Stock Option Plan.
<PAGE>
SIGNATURES
The Registrant. 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 Langhorne, Commonwealth
of Pennsylvania, on this 18th day of December, 1996.
Megamation Inc.
By: /s/ Edward F. Borkowski
-------------------------
Name: Edward F. Borkowski
Title: President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and date indicated.
By: /s/ Tristram C. Colket, Jr.
----------------------------
Name: Tristram C. Colket, Jr.
Title: Chairman of the Board
By: /s/ Max Cooper
---------------------------
Name: Max Cooper
Title: Director
By: /s/ Joel S. Lawson
---------------------------
Name: Joel S. Lawson
Title: Director
By: /s/ Edward F. Borkowski
-------------------------
Name: Edward F. Borkowski
Title: Chief Financial Officer
By: /s/ Thomas Schmidt
--------------------------
Name: Thomas Schmidt
Title: Secretary
The Plan. Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the employee benefit plan)
have duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Langhorne, Commonwealth
of Pennsylvania, on December 18, 1996.
1995 Joint Incentive and Non-
qualified Stock Option Plan
By: /s/ Edward F. Borkowski
-------------------------
Name: Edward F. Borkowski
