<PAGE>
As filed with the Securities and Exchange Commission on October__, 1996
Registration No. ______
_______________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
________________________________________
IN FOCUS SYSTEMS, INC
(Exact name of registrant as specified in its charter)
OREGON 93-0932102
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27700B S.W. PARKWAY AVENUE
WILSONVILLE, OREGON 97070
(Address of Principal Executive Offices) (Zip Code)
_____________________________________________
IN FOCUS SYSTEMS, INC.
1988 COMBINATION STOCK OPTION PLAN
IN FOCUS SYSTEMS, INC.
DIRECTORS' STOCK OPTION PLAN
(Full Title of Plans)
_________________________________________
MICHAEL D. YONKER
VICE PRESIDENT, INFORMATION SERVICES, CHIEF FINANCIAL OFFICER,
SECRETARY AND TREASURER
IN FOCUS SYSTEMS, INC.
27700B S.W. PARKWAY AVENUE
WILSONVILLE, OREGON 97070
(503) 685-8888
(Name, Address and Telephone Number of Agent for Service of Process)
___________________________________________
If any of the securities being registered on this Form S-8 are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. /X/
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered* Per Share** Offering Price** Fee
- ---------------- ------------- ----------- ---------------- ----------
<S> <C> <C> <C> <C>
Common Stock 600,000 $ 14.00 $8,400,000 $2,545.45
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</TABLE>
* The In Focus Systems, Inc., 1988 Combination Stock Option Plan, as amended
(the "1988 Plan"), authorizes the issuance of a maximum of 4,500,000 shares of
the common stock of In Focus Systems, Inc. (the "Company"), of which 500,000
shares are being registered hereunder. As of September 30, 1996, options to
purchase 1,458,827 shares of the Company's common stock were outstanding,
2,377,789 shares of the Company's common stock had been issued upon exercise of
options granted under the 1988 Plan and options to purchase 653,384 of the
Company's common stock were available for future grants under the 1988 Plan.
The Company's Directors' Stock Option Plan (the "Directors' Plan") authorizes
the issuance of a maximum of 200,000 shares of the Company's Common Stock, of
which 100,000 shares are being registered hereunder. As of September 30, 1996,
options to purchase 71,152 shares of common stock were outstanding, no shares of
the Company's Common Stock had been issued upon exercise of options granted
under the Directors' Plan and options to purchase 128,848 shares of the
Company's common stock were available for future grants under the Directors'
Plan.
The shares of the Company's common stock issuable under the 1988 Plan and the
Directors' Plan, respectively, are collectively referred to as the "Shares."
There are also registered, pursuant to Rule 416, such additional indeterminate
number of Shares as may be issued as a result of the respective anti-dilution
provisions of the 1988 Plan and the Directors' Plan.
** Estimated solely for the purposes of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended. The
Proposed Maximum Offering Price Per Share is the average of the high and low
prices of the Company's common stock as listed on NASDAQ National Market System
on September 30, 1996 (which were $14.50 and $13.50 respectively) as to the
500,000 Shares available for future grants under the 1988 Plan and the 100,000
Shares available for future grants under the Directors' Plan. Pursuant to Rule
457(h)(3), where a Registration Statement includes securities offered pursuant
to an employee benefit plan and covers resale of the same securities, no
additional fee shall be paid with respect to securities offered for resale.
- 2 -
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
In accordance with General Instruction E to Registration Statement on Form
S-8, the information required under Part I has been incorporated by reference to
the Company's Registration Statement on Form S-8 dated August 5, 1994 (Reg. No.
33-82522), filed with the Commission on August 5, 1994.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3 THROUGH ITEM 6
In accordance with General Instruction E to Registration Statement on Form
S-8, the information required under Item 3 through Item 6 of Part II has been
incorporated by reference to the Company's Registration Statement on Form S-8
dated August 5, 1994 (Reg. No. 33-82522), filed with the Commission on August 5,
1994.
ITEM 8 EXHIBITS
The following exhibits are filed herewith:
No. Description
4.1 In Focus Systems,Inc. 1988 Combination Stock Option Plan, as
amended (incorporated by reference to Exhibit 4.1 of the
Company's Registration Statement on Form S-8 dated August 5, 1994
(Reg. No. 33-82533), filed with the Commission on August 5, 1994)
4.1.1 Amendment No. 8 to the In Focus Systems, Inc. 1988 Combination
Stock Option Plan, as amended
4.1.3 Form of Statutory Stock Option Agreement under the 1988
Combination Stock Option Plan, as amended (incorporated by
reference to Exhibit 4.1.3 of the Company's Registration
Statement on Form S-8 dated August 5, 1994 (Reg. No. 33-82533),
filed with the Commission on August 5, 1994)
4.1.5 Form of Nonstatutory Stock Option Agreement under the 1988
Combination Stock Option Plan, as amended (incorporated by
reference to Exhibit 4.1.5 of the Company's Registration
Statement on Form S-8 dated August 5, 1994 (Reg. No. 33-82533),
filed with the Commission on August 5, 1994)
4.2 In Focus Systems Inc. Directors' Stock Option Plan, as amended
(incorporated by reference to Exhibits 4.2 and 4.2.1 of the
Company's Registration Statement on Form S-8 dated August 5, 1994
(Reg. No. 33-82533), filed with the Commission on August 5, 1994)
4.2.1 Amendment No. 1 to the In Focus Systems, Inc. Directors' Stock
Option Plan (incorporated by reference to Exhibit 10.8 of the
Company's Annual Report on Form 10-K for the period ended
December 31, 1995 (No. 000-18908), filed with the Commission on
March 14, 1996)
4.2.2 Amendment No. 2 to the In Focus Systems, Inc. Directors' Stock
Option Plan
4.2.3 Form of Nonstatutory Stock Option Agreement under the In Focus
Systems, Inc. Directors' Stock Option Plan (incorporated by
reference to Exhibit 4.3.1 of the Company's Registration
Statement on Form S-8 dated January 26, 1993 (Reg. No. 33-57488),
filed with the Commission on January 26, 1993)
- 3 -
<PAGE>
5 Opinion of Counsel
23.1 Consent of Independent Public Accountants
23.3 Consent of Counsel (included in opinion of counsel filed as
Exhibit 5 herewith)
24.1 Power of Attorney for John R. Dougery
24.2 Power of Attorney for Michael R. Hallman
24.3 Power of Attorney for Peter D. Behrendt
24.4 Power of Attorney for Jack D. Kuehler
ITEM 9 UNDERTAKINGS
In accordance with General Instruction E to Registration Statement on Form
S-8, the information required under Item 9 of Part II has been incorporated by
reference to the Company's Registration Statement on Form S-8 dated August 5,
1994 (Reg. No. 33-82522), filed with the Commission on August 5, 1994.
- 4 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing this Form S-8 Registration Statement and has duly
caused this Form S-8 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Wilsonville, State of
Oregon on October 18, 1996.
Registrant: IN FOCUS SYSTEMS, INC.
By /s/ John V. Harker
--------------------------------
John V. Harker
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
Principal Executive Officer:
/s/ John V. Harker Date: October 18, 1996
- ----------------------------------- ------------------
John V. Harker
Chairman of the Board, President and
Chief Executive Officer
Principal Financial Officer:
By /s/Michael D. Yonker Date: October 18, 1996
-------------------------------- ------------------
Michael D. Yonker
Vice President of Information
Services, Chief Financial Officer,
Treasurer and Assistant Secretary
Majority of the Board of Directors:
/s/John V. Harker Date: October 18, 1996
- ----------------------------------- ------------------
John V. Harker, Director
*John R. Dougery Date: October 18, 1996
John R. Dougery, Director ------------------
- ----------------------------------
*Michael R. Hallman Date: October 18, 1996
- ---------------------------------- ------------------
Michael R. Hallman, Director
*Peter D. Behrendt Date: October 18, 1996
- ---------------------------------- ------------------
Peter D. Behrendt, Director
*Jack D. Kuehler Date: October 18, 1996
- ---------------------------------- ------------------
Jack D. Kuehler, Director
* By /s/ John V. Harker Date: October 18, 1996
------------------------------ ------------------
John V. Harker
Attorney-In-Fact
- 5 -
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
4.1 In Focus Systems,Inc. 1988 Combination Stock Option
Plan, as amended (incorporated by reference to Exhibit
4.1 of the Company's Registration Statement on Form S-8
dated August 5, 1994 (Reg. No. 33-82533), filed with
the Commission on August 5, 1994)
4.1.1 Amendment No. 8 to the In Focus Systems, Inc. 1988
Combination Stock Option Plan, as amended
4.1.3 Form of Statutory Stock Option Agreement under the
1988 Combination Stock Option Plan, as amended
(incorporated by reference to Exhibit 4.1.3 of the
Company's Registration Statement on Form S-8 dated
August 5, 1994 (Reg. No. 33-82533), filed with the
Commission on August 5, 1994)
4.1.5 Form of Nonstatutory Stock Option Agreement under
the 1988 Combination Stock Option Plan, as amended
(incorporated by reference to Exhibit 4.1.5 of the
Company's Registration Statement on Form S-8 dated
August 5, 1994 (Reg. No. 33-82533), filed with the
Commission on August 5, 1994)
4.2 In Focus Systems Inc. Directors' Stock Option Plan, as
amended (incorporated by reference to Exhibits 4.2 and
4.2.1 of the Company's Registration Statement on Form
S-8 dated August 5, 1994 (Reg. No. 33-82533), filed
with the Commission on August 5, 1994)
4.2.1 Amendment No. 1 to the In Focus Systems, Inc.
Directors' Stock Option Plan (incorporated by
reference to Exhibit 10.8 of the Company's Annual
Report on Form 10-K for the period ended December
31, 1995 (No. 000-18908), filed with the
Commission on March 14, 1996)
4.2.2 Amendment No. 2 to the In Focus Systems, Inc.
Directors' Stock Option Plan
4.2.2 Form of Nonstatutory Stock Option Agreement under
the In Focus Systems, Inc. Directors' Stock Option
Plan (incorporated by reference to Exhibit 4.3.1
of the Company's Registration Statement on Form S-8
dated January 26, 1993 (Reg. No. 33-57488),
filed with the Commission on January 26, 1993)
5 Opinion of Counsel
23.1 Consent of Independent Public Accountants
23.3 Consent of Counsel (included in opinion of counsel
filed as Exhibit 5 herewith)
24.1 Power of Attorney for John R. Dougery
24.2 Power of Attorney for Michael R. Hallman
24.3 Power of Attorney for Peter D. Behrendt
24.4 Power of Attorney for Jack D. Kuehler
<PAGE>
Exhibit 4.1.1
AMENDMENT NO. 8
TO
1988 COMBINATION STOCK OPTION PLAN
The Board of Directors of In Focus Systems, Inc. (the "Company") amended
the second sentence of Section 4 of the Company's 1988 Combination Stock Option
Plan (the "Plan") on January 23, 1996 to read as follows:
"The aggregate number of shares which may be issued pursuant
to the Plan is 4,500,000 subject to adjustment as provided
in Paragraph 13."
This amendment was approved by the shareholders of the Company at the 1996
Annual Meeting of Shareholders on April 17, 1996.
<PAGE>
Exhibit 4.2.2
AMENDMENT NO. 2
TO
DIRECTORS' STOCK OPTION PLAN
The Board of Directors of In Focus Systems, Inc. (the "Company") approved
the following amendments to the In Focus Systems, Inc. Directors' Stock Option
Plan (the "Plan") on December 5, 1995, as amended on January 23, 1996, and
directed that such amendments be submitted to the shareholders of the Company
for approval at the 1996 Annual Meeting of Shareholders on April 17, 1996. This
amendment was approved by the shareholders of the Company at the 1996 Annual
Meeting of Shareholders on April 17, 1996.
1. The second sentence of Section 4 of the Plan is amended to
read as follows:
"The aggregate number of shares of Common Stock reserved for
issuance upon exercise of Options granted under the Plan shall be TWO
HUNDRED THOUSAND (200,000) shares, and Options may be granted under
this Plan only with respect to the shares so reserved."
2. Section 5 of the Plan is amended in its entirety to read as
follows:
"5. GRANT OF OPTIONS.
A. AUTOMATIC GRANT OF OPTIONS ON INITIALLY BECOMING AN
ELIGIBLE DIRECTOR. Subject to Paragraph 4 and Paragraph 19
herein, each Eligible Director shall automatically be
granted an Option on the date he or she initially becomes an
Eligible Director (the "Grant Date") to purchase 10,000
shares of Common Stock of the Company. The per share
exercise price of each such Option shall be the "fair market
value" of a share of Common Stock of the Company on the
Grant Date, which shall, for purposes of each Option granted
under this paragraph 5A, mean the date on which the
individual initially becomes an Eligible Director.
B. AUTOMATIC GRANT OF OPTIONS ON EACH ANNIVERSARY OF
BECOMING AN ELIGIBLE DIRECTOR. Subject to Paragraph 4 and
Paragraph 19 herein, each Eligible Director shall
automatically be granted an Option on each anniversary of
the date he or she initially became an Eligible Director
(the "Grant Date") to purchase 5,000 shares of Common Stock
of the Company. The per share exercise price of each such
Option shall be the "fair market value" of a share of Common
Stock of the Company on the Grant Date, which shall, for
purposes of each Option granted under this paragraph 5B,
mean each respective anniversary of the date the individual
initially became an Eligible Director. As to any individual
who was an Eligible Director at the time this Plan was
initially adopted on August 21, 1992, such anniversary date
shall be August 21, 1992.
C. AUTOMATIC GRANT OF OPTIONS AS OF END OF EACH
CALENDAR QUARTER. Subject to Paragraph 4 and Paragraph 19
herein, each Eligible Director shall automatically be
granted an Option on the last day of each calendar quarter
(the "Grant Date"), commencing in calendar year 1996, to
purchase the number of shares of Common Stock of the Company
calculated in accordance with the following formula:
<PAGE>
(a) Subject to adjustment under Paragraphs 5C(b) and
(c) below, the number of shares of Common Stock of the
Company issuable upon the exercise of each quarterly Option
shall be determined by (i) taking fifteen percent (15%) of
the "fair market value" of a share of Common Stock of the
Company as of the first business day of the calendar year,
and (ii) dividing such number into the sum of $3,000 for
each of the first, second and third calendar quarters of the
year and $4,000 for the fourth calendar quarter.
(b) The $3,000 figure used in Paragraph 5C(a) above
for purposes of calculating the number of shares covered by
each quarterly Option in the first, second and third
quarters, shall be reduced by $1,000 in each quarter that
the Eligible Director fails to attend at least one Board
meeting.
(c) The $4,000 figure used in Paragraph 5C(a) above
for purposes of calculating the number of shares covered by
the quarterly Option in the fourth quarter, shall be reduced
by $1,000 for each meeting that the Eligible Director fails
to attend during the fourth quarter, up to a maximum
reduction of $2,000.
(d) The $3,000 and $4,000 figures used in Paragraphs
5C(a), (b) and (c) above shall be increased by five percent
(5%) on the first day of January each year, commencing
January 1, 1997.
The per share exercise price of each Option granted
under this Paragraph 5C shall be 85% of the "fair market
value" of a share of the Common Stock of the Company on the
Grant Date, which shall, for purposes of each Option granted
under this Paragraph 5C, mean the last day of each
respective calendar quarter.
D. ALL GRANTS OF OPTIONS AUTOMATIC. All grants of
options under this Plan shall occur automatically without
further action of the Administrative Committee.
E. DEFINITION OF FAIR MARKET VALUE. If on the Grant
Date, the Company's Common Stock is publicly traded, "fair
market value" shall be determined as of the Grant Date and
shall mean (i) the average (on the Grant Date) of the high
and low prices of the Common Stock on the principal national
securities exchange on which the Common Stock is traded, if
the Common Stock is then traded on a national securities
exchange; or (ii) the last reported sale price (on the Grant
Date) of the Common Stock on the NASDAQ National Market
System, if the Common Stock is not then traded on a national
securities exchange; or (iii) the closing bid price (or
average bid prices) last quoted (on the Grant Date) by an
established quotation service for over-the-counter
securities, if the Common Stock is not reported on the
NASDAQ National Market System. If on the Grant Date, the
Company's Common Stock is not publicly traded, "fair market
value" shall be deemed to be the fair market value of the
Common Stock as of the Grant Date as determined by the
Administrative Committee after taking into consideration all
factors which it deems appropriate, including, without
limitation, recent sale and offer prices of the Common Stock
in private transactions negotiated at arm's length.
<PAGE>
3. Section 8 of the Plan is amended in its entirety to read as
follows:
"8. EXERCISE OF OPTION.
Subject to the provisions of Paragraphs 9 through 12 herein, each
Option granted under the Plan from and after December 5, 1995 shall be
exercisable as follows:
A. VESTING. Each Option granted under the Plan from
and after December 5, 1995 shall become fully vested and
exercisable six months after the Grant Date.
B. PARTIAL EXERCISE. Each Option may be exercised at
any time or from time to time, in whole or in part, for up
to the total number of shares with respect to which it is
then exercisable.
C. MEANS OF EXERCISING STOCK OPTIONS. An Option (or
any part or installment thereof) shall be exercised by
giving written notice to the Company at its principal office
address. Such notice shall identify the Option being
exercised and specify the number of shares as to which such
Option is being exercised, accompanied by full payment of
the purchase price therefor in United States dollars in
cash. The holder of an Option shall not have the rights of
a shareholder with respect to the shares covered by his
Option until the date of issuance of a stock certificate for
such shares. Except as expressly provided below in
Paragraph 12 with respect to changes in capitalization and
stock dividends, no adjustment shall be made for dividends
or similar rights for which the record date is before the
date such stock certificate is issued.
<PAGE>
EXHIBIT 5
October 18, 1996
In Focus Systems Inc.
27700B S.W. Parkway Avenue
Wilsonville, Oregon 97070
Gentlemen:
We have acted as counsel for In Focus Systems, Inc. (the "Company") in
connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, covering
600,000 shares of common stock, (the "Shares") of the Company issuable under the
In Focus Systems, Inc. 1988 Combination Stock Option Plan, as amended, and the
In Focus Systems, Inc. Directors' Stock Option Plan, as amended (collectively,
the "Option Plans").
We have reviewed those documents, corporate records, and other instruments
we deemed necessary for the purposes of this opinion. As to matters of fact
which have not been independently established, we have relied upon
representations of officers of the Company.
Based on the foregoing, it is our opinion that, under the corporate laws of
the State of Oregon, the Shares offered and to be offered by the Company under
the Option Plans have been duly authorized under the Amended and Restated
Articles of Incorporation of the Company and, when issued by the Company
pursuant to the respective terms of the Option Plans upon the exercise of the
options granted and to be granted thereunder, and upon payment therefor,
respectively, will be validly issued, fully paid and nonassessable securities of
the Company.
This opinion is dated as of the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this opinion under Item 5 in the
Registration Statement.
Sincerely,
GARVEY, SCHUBERT & BARER
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 covering the registration
of 600,000 shares of In Focus Systems, Inc. common stock of our reports dated
January 26, 1996 included in the In Focus Systems, Inc. Annual Report on
Form 10-K for the year ended December 31, 1995 and to all references to our firm
included in this Registration Statement.
Arthur Andersen LLP
Portland, Oregon,
October 18, 1996
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of In
Focus Systems, Inc. does hereby constitute and appoint John V. Harker and
Michael D. Yonker, and either of them, his true and lawful attorney and agent to
do any and all acts and things and execute in his name (whether on behalf of or
as a director of said company, or otherwise) any and all instruments which said
attorney and agent may deem necessary or advisable in order to enable In Focus
Systems, Inc. to comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933, as amended,
of shares of Common Stock issuable pursuant to the In Focus Systems, Inc. 1988
Combination Stock Option Plan, as amended, and the In Focus Systems, Inc.
Directors' Stock Option Plan, as amended, including specifically, but without
limitation thereto, power and authority to sign his name (whether on behalf of
or as a director of said company, or otherwise) to a Registration Statement on
Form S-8 and any amendment (including post-effective amendments) or application
for amendment thereof in respect to such Common Stock or any exhibits as
appendices filed therewith; and to file the same with the Securities and
Exchange Commission; and the undersigned does hereby ratify and confirm all that
said attorney and agent, shall do or cause to be done by virtue hereof.
Dated: October 16, 1996
------------------------
/s/ John R. Dougery
- ------------------------------
Name: John R. Dougery
<PAGE>
Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of In
Focus Systems, Inc. does hereby constitute and appoint John V. Harker and
Michael D. Yonker, and either of them, his true and lawful attorney and agent to
do any and all acts and things and execute in his name (whether on behalf of or
as a director of said company, or otherwise) any and all instruments which said
attorney and agent may deem necessary or advisable in order to enable In Focus
Systems, Inc. to comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933, as amended,
of shares of Common Stock issuable pursuant to the In Focus Systems, Inc. 1988
Combination Stock Option Plan, as amended, and the In Focus Systems, Inc.
Directors' Stock Option Plan, as amended, including specifically, but without
limitation thereto, power and authority to sign his name (whether on behalf of
or as a director of said company, or otherwise) to a Registration Statement on
Form S-8 and any amendment (including post-effective amendments) or application
for amendment thereof in respect to such Common Stock or any exhibits as
appendices filed therewith; and to file the same with the Securities and
Exchange Commission; and the undersigned does hereby ratify and confirm all that
said attorney and agent, shall do or cause to be done by virtue hereof.
Dated: October 16, 1996
------------------------
/s/ Michael R. Hallman
- ------------------------------
Name: Michael R. Hallman
<PAGE>
Exhibit 24.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of In
Focus Systems, Inc. does hereby constitute and appoint John V. Harker and
Michael D. Yonker, and either of them, his true and lawful attorney and agent to
do any and all acts and things and execute in his name (whether on behalf of or
as a director of said company, or otherwise) any and all instruments which said
attorney and agent may deem necessary or advisable in order to enable In Focus
Systems, Inc. to comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933, as amended,
of shares of Common Stock issuable pursuant to the In Focus Systems, Inc. 1988
Combination Stock Option Plan, as amended, and the In Focus Systems, Inc.
Directors' Stock Option Plan, as amended, including specifically, but without
limitation thereto, power and authority to sign his name (whether on behalf of
or as a director of said company, or otherwise) to a Registration Statement on
Form S-8 and any amendment (including post-effective amendments) or application
for amendment thereof in respect to such Common Stock or any exhibits as
appendices filed therewith; and to file the same with the Securities and
Exchange Commission; and the undersigned does hereby ratify and confirm all that
said attorney and agent, shall do or cause to be done by virtue hereof.
Dated: October 16, 1996
------------------------
/s/ Peter D. Behrendt
- ------------------------------
Name: Peter D. Behrendt
<PAGE>
Exhibit 24.4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of In
Focus Systems, Inc. does hereby constitute and appoint John V. Harker and
Michael D. Yonker, and either of them, his true and lawful attorney and agent to
do any and all acts and things and execute in his name (whether on behalf of or
as a director of said company, or otherwise) any and all instruments which said
attorney and agent may deem necessary or advisable in order to enable In Focus
Systems, Inc. to comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933, as amended,
of shares of Common Stock issuable pursuant to the In Focus Systems, Inc. 1988
Combination Stock Option Plan, as amended, and the In Focus Systems, Inc.
Directors' Stock Option Plan, as amended, including specifically, but without
limitation thereto, power and authority to sign his name (whether on behalf of
or as a director of said company, or otherwise) to a Registration Statement on
Form S-8 and any amendment (including post-effective amendments) or application
for amendment thereof in respect to such Common Stock or any exhibits as
appendices filed therewith; and to file the same with the Securities and
Exchange Commission; and the undersigned does hereby ratify and confirm all that
said attorney and agent, shall do or cause to be done by virtue hereof.
Dated: October 16, 1996
------------------------
/s/ Jack D. Kuehler
- ------------------------------
Name: Jack D. Kuehler
