<PAGE> 1
As filed with the Securities and Exchange Commission on January 11, 2000
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------
FSI INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1223238
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
322 LAKE HAZELTINE DRIVE 55318
CHASKA, MINNESOTA (Zip Code)
(Address of Principal Executive Offices)
YieldUP Class A Stock Option Plan
YieldUP 1995 Stock Option Plan
YieldUP 1995 Outside Directors Stock Option Plan
- --------------------------------------------------------------------------------
(Full title of the plans)
JOEL A. ELFTMANN, CHAIRMAN COPY TO:
FSI INTERNATIONAL, INC. DOUGLAS P. LONG
322 LAKE HAZELTINE DRIVE FAEGRE & BENSON LLP
CHASKA, MN 55318 2200 NORWEST CENTER
(Name and address of 90 SOUTH SEVENTH STREET
agent for service) MINNEAPOLIS, MN 55402
(612) 448-5440
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be Registered Registered Price Per Share Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par
value 38,372 Shares (1) $ (2) $130,434.10 (3)
- ------------------------------------------------------------------------------------------------------------------
Common Stock,
no par value 151,513 Shares (4) $ (5) $638,490.93 (3)
- ------------------------------------------------------------------------------------------------------------------
Common Stock,
no par value 18,504 Shares (6) $ (7) $443,840.64 (3)
- ------------------------------------------------------------------------------------------------------------------
TOTAL 208,389 Shares $1,212,765.67 $320.17
==================================================================================================================
</TABLE>
<TABLE>
<S> <C>
(1) Maximum number of shares available upon exercise of options issued under the YieldUP
Class A Stock Option Plan. No further options will be issued under the Plan.
(2) Prices range from $3.1695 to $3.4910 per share, with an average of $3.3992 per share.
(3) Calculated under Rule 457(h)(1)
(4) Maximum number of shares available upon exercise of options issued under the YieldUP 1995 Stock Option Plan.
No further options will be issued under the Plan.
(5) Prices range from $2.8939 to $27.0096 per share, with an average of $4.2141 per share.
(6) Maximum number of shares available upon exercise of options issued under the YieldUP 1995 Outside Directors
Stock Option Plan. No further options will be issued under the Plan.
(7) Prices range from $7.4875 to $53.9734 per share, with an average of $23.9862 per share.
</TABLE>
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are, as of their respective dates,
incorporated by reference in this Registration Statement:
(a) The Annual Report on Form 10-K of FSI International, Inc. (the
"Company") for the fiscal year ended August 28, 1999 (which incorporates by
reference certain portions of the Company's 1999 Annual Report to Shareholders,
including financial statements and accompanying information, and certain
portions of the Company's definitive proxy statement for the Company's 2000
Annual Meeting of Shareholders);
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report on
Form 10-K referred to in (a) above; and
(c) The description of the Company's Common Stock and related rights to
purchase preferred stock contained in the Company's Registration Statement on
Form 8-A dated October 31, 1998 and its Registration Statement on Form 8-A dated
June 5, 1997, as amended on Form 8-A/A on April 16, 1998.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered have been sold or which
deregisters all shares of Common Stock then remaining unsold, shall be deemed to
be incorporated by reference in, and to be a part of, this Registration
Statement from the date of filing of such documents.
Any statement contained in a document incorporated, 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 incorporated herein by reference or in any other
subsequently filed document that 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.
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 4.01 of FSI's Restated By-Laws provides that FSI shall
indemnify its directors and officers to the full extent required or permitted by
Minnesota Statutes or by other provisions of law.
2
<PAGE> 3
Section 302A.521 of the Minnesota Business Corporation Act provides in substance
that, unless prohibited or limited by its articles of incorporation or By-Laws,
a corporation must indemnify an officer or director who is made or threatened to
be made a party to a proceeding by reason of his or her official capacity
against judgments, penalties, fines, settlements, and reasonable expenses,
including attorneys' fees and disbursements, incurred by such person in
connection with the proceeding, if certain criteria are met. These criteria, all
of which must be met by the person seeking indemnification, are:
(a) that such person has not been indemnified by another organization
for the same judgments, penalties, fines, settlements, and expenses;
(b) that such person acted in good faith;
(c) that no improper personal benefit was obtained by such person and
certain statutory conflicts of interest provisions have been satisfied, if
applicable;
(d) that, in the case of a criminal proceeding, such person had no
reasonable cause to believe that the conduct was unlawful; and
(e) that such person acted in a manner he reasonably believed was in
the best interests of the corporation or, in certain limited circumstances,
not opposed to the best interests of the corporation.
The determination as to eligibility for indemnification is made by the
members of the corporation's board of directors or a committee of the board who
are at the time not parties to the proceeding under consideration, by special
legal counsel, by the shareholders who are not parties to the proceeding, or by
a court.
Article VIII of FSI's Restated Articles of Incorporation provides that no
director shall be personally liable to FSI or its shareholders for monetary
damages for breach of fiduciary duty as a director, except:
(1) for any breach of the director's duty of loyalty to FSI or its
shareholders;
(2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
(3) for dividends, stock repurchases, and other distributions made in
violation of Minnesota law or for violations of the Minnesota securities
laws;
(4) for any transaction from which the director derived an improper
personal benefit; or
(5) for any act or omission occurring prior to the effective date of
the provision limiting such liability in FSI's Articles of Incorporation.
Article VIII does not affect the availability of equitable remedies, such
as an action to enjoin or rescind a transaction involving a breach of fiduciary
duty, although, as a practical matter, equitable relief may not be available.
This Article also does not limit liability of the directors for violations of,
or relieve them from the necessity of complying with, the federal securities
laws.
3
<PAGE> 4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------ -------
<S> <C>
4.1 Restated Articles of Incorporation of FSI. (1)
4.2 Articles of Amendment of Restated Articles of Incorporation of FSI. (2)
4.3 Restated By-Laws of FSI. (3)
4.4 Amendment to Restated By-Laws of FSI. (4)
4.5 Amendment to Restated By-Laws of FSI. (2)
4.6 Form of Rights Agreement dated as of May 22, 1997 between FSI and Harris
Trust and Savings Bank, National Association, as Rights Agent. (5)
4.7 Amendment dated March 26, 1998 to Rights Agreement dated May 22, 1997 by
and between FSI and Harris Trust and Savings Bank, National Association as
Rights Agent. (6)
5 Opinion of Faegre & Benson LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Faegre & Benson LLP (included in Exhibit 5).
24 Powers of Attorney of directors and officers of the Company.
99.1 YieldUP 1995 Stock Option Plan. (7)
99.2 YieldUP 1995 Outside Directors Stock Option Plan. (7)
- -------------------------------
(1) Incorporated by reference to FSI's Quarterly Report on Form 10-Q for the quarter ended
February 24, 1990.
(2) Incorporated by reference to FSI's Annual Report on Form 10-K for the fiscal year ended
August 28, 1999.
(3) Incorporated by reference to FSI's registration statement on Form S-1, Reg. No. 33-25035.
(4) Incorporated by reference to FSI's Annual Report on Form 10-K for the fiscal year ended
August 26, 1989.
(5) Incorporated by reference to FSI's Current Report on Form 8-K, filed June 5, 1997.
(6) Incorporated by reference to FSI's Registration Statement on Form 8-A/A, dated April 16,
1998.
</TABLE>
4
<PAGE> 5
<TABLE>
<S> <C>
(7) Incorporated by reference to YieldUP's Registration Statement on Form SB-2, as amended,
Reg. No. 33-97792-LA.
</TABLE>
ITEM 9. UNDERTAKINGS.
A. 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:
(a) to include any prospectus required by Section 10(a)
(3) of the Securities Act of 1933, as amended (the "Securities Act");
(b) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and
(c) to include any material information with respect
to the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (A)(1)(a) and (A)(1)(b) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Sections 13 or 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, 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.
B. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Sections 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in this Registration Statement 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 the initial bona
fide offering thereof.
C. 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 SEC 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
5
<PAGE> 6
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.
6
<PAGE> 7
SIGNATURES
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 Chaska, State of Minnesota, on January 6, 2000.
FSI INTERNATIONAL, INC.
By: /s/ Joel A. Elftmann*
----------------------------------
Joel A. Elftmann, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on the 6th day of January, 2000, by the
following persons in the capacities indicated:
/s/ Joel A. Elftmann* Chairman
- ------------------------------- (Principal Executive Officer)
Joel A. Elftmann
/s/ Patricia M. Hollister Chief Financial Officer
- ------------------------------- (Principal Financial and Accounting Officer)
Patricia M. Hollister
JOEL A. ELFTMANN )
JAMES A. BERNARDS )
NEIL R. BONKE )
THOMAS D. GEORGE )
TERRENCE W. GLARNER ) A majority of the board of directors*
JOANNA T. LAU )
CHARLES R. WOFFORD )
*Patricia M. Hollister, by signing her name hereto, does hereby sign this
document on behalf of each of the other above-named officers or directors
of the registrant pursuant to powers of attorney duly executed by such
persons.
By: /s/ Patricia M. Hollister
----------------------------------------------
Patricia M. Hollister, Chief Financial Officer
7
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Manner of Filing
- ------ ------- ----------------
<S> <C> <C>
4.1 Restated Articles of Incorporation of FSI...................................Incorporated by reference
4.2 Articles of Amendment of Restated Articles of Incorporation of FSI..........Incorporated by reference
4.3 Restated By-Laws of FSI.....................................................Incorporated by reference
4.4 Amendment to Restated By-Laws of FSI........................................Incorporated by reference
4.5 Amendment to Restated By-Laws of FSI........................................Incorporated by reference
4.6 Form of Rights Agreement dated as of May 22, 1997 between FSI and
Harris Trust and Savings Bank, National Association,
as Rights Agent.............................................................Incorporated by reference
4.7 Amendment dated March 26, 1998 to Rights Agreement dated May 22, 1997
by and between FSI and Harris Trust and Savings
Bank, National Association as Rights Agent..................................Incorporated by reference
5 Opinion of Faegre & Benson LLP...................................................Filed Electronically
23.1 Consent of KPMG LLP..............................................................Filed Electronically
23.2 Consent of Faegre & Benson LLP (included in Exhibit 5)...........................Filed Electronically
24 Powers of Attorney of directors and officers of FSI..............................Filed Electronically
99.1 YieldUP 1995 Stock Option Plan..............................................Incorporated by reference
99.2 YieldUP 1995 Outside Directors Stock Option Plan............................Incorporated by reference
</TABLE>
<PAGE> 1
EXHIBIT 5
January 6, 2000
FSI International, Inc.
322 Lake Hazeltine Drive
Chaska, Minnesota 55318
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration Statement"), relating to
the offering of up to 209,278 shares of Common Stock, without par value (the
"Shares"), of FSI International, Inc., a Minnesota corporation (the "Company"),
pursuant to the stock option plans of YieldUP International Corporation that
have been assumed by the Company, we have examined such corporate records and
other documents, including the Registration Statement, and have reviewed such
matters of law as we have deemed relevant hereto, and, based upon such
examination and review, it is our opinion that all necessary corporate action on
the part of the Company has been taken to authorize the issuance and sale of the
Shares and that, when issued and sold as contemplated by the terms of the
options and the Registration Statement, the Shares will be legally issued, fully
paid and nonassessable under the current laws of the State of Minnesota.
We are admitted to the practice of law in the State of Minnesota and
the foregoing opinions are limited to the laws of that state and the federal
laws of the United States of America.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Faegre & Benson LLP
FAEGRE & BENSON LLP
<PAGE> 1
EXHIBIT 23.1
Independent Auditors' Consent
The Board of Directors
FSI International, Inc.:
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG LLP
Minneapolis, Minnesota
January 7, 2000
<PAGE> 1
EXHIBIT 24
FSI INTERNATIONAL, INC.
Power of Attorney
of Director or Officer
The undersigned director or officer of FSI INTERNATIONAL INC. (the
"Corporation"), a Minnesota corporation, hereby makes, constitutes, and appoints
JOEL A. ELFTMANN and PATRICIA M. HOLLISTER, and each one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place, and stead, to sign and
affix the undersigned's name as a director or officer of the Corporation to a
Registration Statement, under the Securities Act of 1933, as amended, on Form
S-8 or other applicable form, and all amendments thereto, to be filed by the
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of shares of Common Stock to be issued by the Corporation under the stock option
plans of YieldUP International Corporation which have been assumed by the
Corporation, and to file the Registration Statement with the Commission,
granting unto the attorneys-in-fact, and each of them, full power and authority
to perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF the undersigned has set the undersigned's hand this
7th day of December, 1999.
/s/ Joel E. Elftmann
------------------------------------
Joel E. Elftmann
<PAGE> 2
FSI INTERNATIONAL, INC.
Power of Attorney
of Director or Officer
The undersigned director or officer of FSI INTERNATIONAL INC. (the
"Corporation"), a Minnesota corporation, hereby makes, constitutes, and appoints
JOEL A. ELFTMANN and PATRICIA M. HOLLISTER, and each one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place, and stead, to sign and
affix the undersigned's name as a director or officer of the Corporation to a
Registration Statement, under the Securities Act of 1933, as amended, on Form
S-8 or other applicable form, and all amendments thereto, to be filed by the
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of shares of Common Stock to be issued by the Corporation under the stock option
plans of YieldUP International Corporation which have been assumed by the
Corporation, and to file the Registration Statement with the Commission,
granting unto the attorneys-in-fact, and each of them, full power and authority
to perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF the undersigned has set the undersigned's hand this
7th day of December, 1999.
/s/ James A. Bernards
--------------------------------------
James A. Bernards
<PAGE> 3
FSI INTERNATIONAL, INC.
Power of Attorney
of Director or Officer
The undersigned director or officer of FSI INTERNATIONAL INC. (the
"Corporation"), a Minnesota corporation, hereby makes, constitutes, and appoints
JOEL A. ELFTMANN and PATRICIA M. HOLLISTER, and each one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place, and stead, to sign and
affix the undersigned's name as a director or officer of the Corporation to a
Registration Statement, under the Securities Act of 1933, as amended, on Form
S-8 or other applicable form, and all amendments thereto, to be filed by the
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of shares of Common Stock to be issued by the Corporation under the stock option
plans of YieldUP International Corporation which have been assumed by the
Corporation, and to file the Registration Statement with the Commission,
granting unto the attorneys-in-fact, and each of them, full power and authority
to perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF the undersigned has set the undersigned's hand this
7th day of December, 1999.
/s/ Neil R. Bonke
---------------------------------
Neil R. Bonke
<PAGE> 4
FSI INTERNATIONAL, INC.
Power of Attorney
of Director or Officer
The undersigned director or officer of FSI INTERNATIONAL INC. (the
"Corporation"), a Minnesota corporation, hereby makes, constitutes, and appoints
JOEL A. ELFTMANN and PATRICIA M. HOLLISTER, and each one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place, and stead, to sign and
affix the undersigned's name as a director or officer of the Corporation to a
Registration Statement, under the Securities Act of 1933, as amended, on Form
S-8 or other applicable form, and all amendments thereto, to be filed by the
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of shares of Common Stock to be issued by the Corporation under the stock option
plans of YieldUP International Corporation which have been assumed by the
Corporation, and to file the Registration Statement with the Commission,
granting unto the attorneys-in-fact, and each of them, full power and authority
to perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF the undersigned has set the undersigned's hand this
9th day of December, 1999.
/s/ Thomas D. George
----------------------------------
Thomas D. George
<PAGE> 5
FSI INTERNATIONAL, INC.
Power of Attorney
of Director or Officer
The undersigned director or officer of FSI INTERNATIONAL INC. (the
"Corporation"), a Minnesota corporation, hereby makes, constitutes, and appoints
JOEL A. ELFTMANN and PATRICIA M. HOLLISTER, and each one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place, and stead, to sign and
affix the undersigned's name as a director or officer of the Corporation to a
Registration Statement, under the Securities Act of 1933, as amended, on Form
S-8 or other applicable form, and all amendments thereto, to be filed by the
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of shares of Common Stock to be issued by the Corporation under the stock option
plans of YieldUP International Corporation which have been assumed by the
Corporation, and to file the Registration Statement with the Commission,
granting unto the attorneys-in-fact, and each of them, full power and authority
to perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF the undersigned has set the undersigned's hand this
7th day of December, 1999.
/s/ Terrence W. Glarner
-----------------------------------
Terrence W. Glarner
<PAGE> 6
FSI INTERNATIONAL, INC.
Power of Attorney
of Director or Officer
The undersigned director or officer of FSI INTERNATIONAL INC. (the
"Corporation"), a Minnesota corporation, hereby makes, constitutes, and appoints
JOEL A. ELFTMANN and PATRICIA M. HOLLISTER, and each one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place, and stead, to sign and
affix the undersigned's name as a director or officer of the Corporation to a
Registration Statement, under the Securities Act of 1933, as amended, on Form
S-8 or other applicable form, and all amendments thereto, to be filed by the
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of shares of Common Stock to be issued by the Corporation under the stock option
plans of YieldUP International Corporation which have been assumed by the
Corporation, and to file the Registration Statement with the Commission,
granting unto the attorneys-in-fact, and each of them, full power and authority
to perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF the undersigned has set the undersigned's hand this
7th day of December, 1999.
/s/ Joanna T. Lau
----------------------------
Joanna T. Lau
<PAGE> 7
FSI INTERNATIONAL, INC.
Power of Attorney
of Director or Officer
The undersigned director or officer of FSI INTERNATIONAL INC. (the
"Corporation"), a Minnesota corporation, hereby makes, constitutes, and appoints
JOEL A. ELFTMANN and PATRICIA M. HOLLISTER, and each one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place, and stead, to sign and
affix the undersigned's name as a director or officer of the Corporation to a
Registration Statement, under the Securities Act of 1933, as amended, on Form
S-8 or other applicable form, and all amendments thereto, to be filed by the
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of shares of Common Stock to be issued by the Corporation under the stock option
plans of YieldUP International Corporation which have been assumed by the
Corporation, and to file the Registration Statement with the Commission,
granting unto the attorneys-in-fact, and each of them, full power and authority
to perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF the undersigned has set the undersigned's hand this
8th day of December, 1999.
/s/ Charles R. Wofford
----------------------------------
Charles R. Wofford
